Foreign Filer Report • Oct 10, 2018
Foreign Filer Report
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Washington, D.C. 20549
For the month of October 2018 Commission File Number: 001-35284
(Translation of registrant's name into English)
9 Rothschild Blvd., Tel Aviv 6688112, 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- ________
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 October 2018 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: October 9, 2018

• 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. 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 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 forward-looking 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. These 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.

Ellomay operates in the energy and infrastructure growing sectors including renewable and clean energy. The Company's shares are traded on the NYSE American and the Tel Aviv Stock Exchange with a market cap of approximately \$88.4 million (as of October 2, 2018) and the Company is controlled by Mr. Shlomo Nehama (Chairman), Mr. Ran Fridrich (CEO) and Mr. Hemi Raphael.

1
Ellomay owns 17 PV Plants in Italy, Spain and Israel with an aggregate nominal capacity of ~39.5 MWp, ~9.4% of the Dorad Power Plant producing ~ 850MW, 51% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing anaerobic digestion plants in the Netherlands with a green gas production capacity of approximately 375 Nm3/h and 475 Nm3/h, respectively, 100% of Talasol Solar S.L. promoting the construction of a photovoltaic plant with a peak capacity of 300 MW in the municipality of Talaván, Cáceres, Spain and 75% of a project to construct the Manara Pumped-Storage facility with capacity of 156 MW.

3
Ellomay entered into a strategic agreement with a subsidiary of Ludan Engineering Ltd. in connection with Waste-to-Energy projects in the Netherlands. Since the execution of this Agreement, Ellomay acquired 51% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V.. The plant in Goor became operational in November 2017, and the plant in Oude-Tonge became operational in June 2018.

Standard & Poors Maalot ilBBB+/Stable Rating of Debentures.



| Installed Capacity | Israel (PV) 9 MWp |
Spain (PV) 7.9 MWp |
Italy (PV) 22.6 MWp |
Netherlands (Biogas) 850 Nm3/h1 |
Israel (CCGT) 850 MW2 |
|---|---|---|---|---|---|
| % Ownership | 100% | 100% | 100% | 51% | ~ 9.4% |
| Book Value of investment3 |
~ €\$33M4 | ~ €19M5 | ~ €68.9M5 | 5 ~ €18.3M |
~ €29.3M6 |
| License/Subsidy Term |
2033 | 2040-2041 | ~ 2031 | ~ 2031 | 20347 |
| # Facilities | 1 | 4 | 12 | 2 | 1 |
1) One Biogas installation began commercial operation in November 2017 and the other began commercial operation in June 2018 .
2) The Dorad Power Plant began commercial operation in May 2014.
3) As of June 30, 2018.
4) Cost of intangible asset and receivable from concession project as of June 30, 2018. The acquisition of the PV plant in Israel was finalized in October 2017. The net purchase price was NIS 39 million (approximately €9.5 million) subject to certain adjustments, after which the aggregate consideration amounted to approximately NIS 48.6 million (approximately €11.8 million).
5) Cost of fixed assets.
6) Investment in equity accounted investee – attributed to the investment in Dorad.
7) A 20 year generation license and supply license.
6




• Production of clean energy represents a growing portion of energy production. Today, the majority of the energy supply in the world is still produced using fossil fuels, such as coal, oil and natural gas. The use of these traditional energy sources raises a number of challenges, including price volatility, dependency on import from a limited number of countries as well as environmental concerns. As a result of these and other challengers, governments expand their support of development of alternative energy sources, including solar energy, the fastest growing source of renewable energy.

Source : www.solarpowereurope.org / www.ren21.net

| Project name | Installed Capacity (kWp) |
Acquisition Year |
Acquisition Cost per MWp (in millions) |
Connection Date1 |
Technology | Region | FiT1 Eurocent/KWh |
|---|---|---|---|---|---|---|---|
| Del Bianco | 734 | 2010 | €2.9 | 04/2011 | Fix | Marche | 32.15 |
| Costantini | 734 | 2010 | €2.9 | 04/2011 | Fix | Marche | 32.15 |
| Giacchè | 730 | 2010 | €3.8 | 04/2011 | Trackers | Marche | 32.15 |
| Massaccesi | 749 | 2010 | €3.8 | 04/2011 | Trackers | Marche | 32.15 |
| Troia 8 | 996 | 2010 | €3.5 | 01/2011 | Fix | Puglia | 31.80 |
| Troia 9 | 996 | 2010 | €3.5 | 01/2011 | Fix | Puglia | 31.80 |
| Galatina | 999 | 2011 | €3.9 | 05/2011 | Fix | Puglia | 31.80 |
| Pedale | 2,994 | 2011 | €3.95 | 05/2011 | Trackers | Puglia | 26.59 |
| D'angella | 931 | 2011 | €3.25 | 06/2011 | Fix | Puglia | 26.77 |
| Acquafresca | 948 | 2011 | €3.25 | 06/2011 | Fix | Puglia | 26.77 |
| Soleco | 5,924 | 2013 | €2.0 | 08/2011 | Fix | Veneto | 21.89 |
| Tecnoenergy | 5,900 | 2013 | €2.0 | 08/2011 | Fix | Veneto | 21.89 |
1) All plants are connected to the national grid and are entitled to a remuneration period of 20 years from connection to the grid. In addition to the FiT payments, the plants are entitled to sell the electricity in the SPOT price (an average of approximately 5 Eurocents/KWh for the year ended December 31, 2017 and for H1 2018).
2) In addition to the FiT payment, our Italian PV Plants have entered into agreements with energy brokers who purchase the electricity generated by our Italian PV Plants in consideration for the contractually agreed prices.

| Project name | Installed Capacity (kWp) |
Acquisition Year |
Acquisition Cost per MWp (in millions) |
Connection Date1 |
Technology | Location | Expected annual revenues (€ thousand) |
|---|---|---|---|---|---|---|---|
| Rodríguez I | 1,675 | 2014 | €1.55 | 11/2011 | Fix | Murcia | ~ 600 |
| Rodríguez II | 2,690 | 2014 | €1.78 | 11/2011 | Fix | Murcia | ~ 980 |
| Fuente Librilla |
1,248 | 2014 | €1.68 | 06/2011 | Fix | Murcia | ~ 480 |
| Rinconada II | 2,275 | 2012 | €2.40 | 07/2010 | Fix | Cordoba | ~ 800 |
1) Remuneration period – 30 years.

We acquired the shares of an Israeli company that indirectly owns a photovoltaic plant in Israel with fixed technology and a nominal capacity of ~9MWp, that was connected to the Israeli grid in November 2013. The net purchase price was NIS 39 million (approximately €9.5 million) subject to certain adjustments, after which the aggregate consideration amounted to approximately NIS 48.6 million (approximately €11.8 million).
The Israeli project company entered into a long-term (20 years) standard power purchase agreement with the Israel Electric Company (IEC), to which it provides all of the energy produced by the Israeli PV Plant. The electricity tariff paid by the IEC is guaranteed for a period of 20 years and is updated once a year based on changes to the Israeli Consumer Price Index. Expected annual payments from the IEC in connection with the PV Plant will be approximately NIS 16 million (approximately €3.9 million).
11

The performance ratio (PR) is stated as percent and describes the ratio between the actual and theoretical energy outputs of the PV plant.

(*) In the first half 2017, there was a malfunction in the invertors and during the first half of 2018 the site was disabled for 30 days due to weather conditions. The Company was compensated under it's insurance policy for both occurrences.
(**) The decrease in the Performance Ratio in H1 2018 compered to H1 2017 in Rodriguez I & Rodriguez II was mainly due to a replacement of a technical component that measures the radiation in July 2017.





The Dorad Power Plant is one of the largest private power plants in Israel, with installed capacity of approximately 850 MW.

The plant is a CCGT bi-fuel plant and powered by natural gas. The Dorad Power Plant is comprised of twelve natural gas turbines, and two steam turbines.

The cost of the project was approximately €1.1 billion. The project has secured one of the largest project finance facilities in Israel of over €0.9 billion. The financing facility was led by Israel's largest banks and institutional investors.

Electricity is sold directly to end-users and to the national distribution network at competitive rates. The power plant, which was declared a national infrastructure project by the Israeli Prime Minister, was commercially operated and began producing electricity in full capacity in May 2014.

Ellomay indirectly holds approximately 9.4% interest in Dorad.
14
Key P&L and Statement of Cash Flows Figures (NIS millions)
| H1 2018 | H1 2017 | 2017 | ||
|---|---|---|---|---|
| Revenues | 1,259 | 1,211 | 2,523 | |
| Gross profit from operating the power plant | 164 | 161 | 364 | |
| Operating profit | 154 | 152 | 345 | |
| Net income | 34 | 2 | 79 | |
| EBITDA1 | 260 | 250 | 554 | |
| Finance expenses, net | (109) | (149) | (242) | |
| Net increase in cash and cash equivalents for the period, including effect of exchange rate fluctuations |
(110) | 0 | 103 |
(1) See below for a reconciliation of Net Income to EBITDA.


Biogas: the combustible product of the anaerobic digestion of different biomass substrates including manure, agro-residues and organic waste.
Green gas: (bio-methane)
is defined as methane produced from biogas with properties close to natural gas that is injected into the natural gas grid.

17
The Netherlands is far from reaching the target determined by the European Union of 14% renewable energy out of all energy sources (by the year 2020).

The Potential of the Dutch Biogas Market
Renewable energy accounts only for ~6% of NL energy sources


In 2016, the Company acquired 51% of the rights in a project company, in Groen Gas Goor B.V operating an anaerobic digestion (AD) plant, with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands, and the land on which the plant is constructed. The plant in Goor began commercial operations in November 2017.In April 2017, the Company acquired 51% of the outstanding shares of the project company, Groen Gas Oude-Tonge B.V., which is operating an anaerobic digestion plant, with a green gas production capacity of approximately 475 Nm3/h, in Oude Tonge, the Netherlands. The plant began commercial operations in June 2018.

19






Pumped storage is the most efficient method (known today) for storing electricity in large capacities.
23


(2014) Ltd.
156 MW Ellomay Pumped Storage 2 Ellomay Capital Ltd. – 75% 1 Sheva Mizrakot Ltd. – 25%



| December 31, 2017 |
% Of BS | June 30, 2017 |
% Of BS | June 30, 2018 |
% Of BS | |
|---|---|---|---|---|---|---|
| Cash and cash equivalent, marketable securities | 26,124 | 13% | 45,167 | 25% | 47,848 | 22% |
| Financial Debt* | 106,515 | 54% | 93,568 | 52% | 125,227 | 58% |
| Financial Debt, net* | 80,391 | 41% | 48,401 | 27% | 77,397 | 36% |
| Property, plant and equipment net (mainly in connection with PV Operations) |
78,837 | 40% | 77,058 | 43% | 79,374 | 37% |
| Investment in Dorad | 30,821 | 16% | 30,922 | 17% | 29,162 | 13% |
| CAP* | 184,015 | 93% | 173,224 | 96% | 200,550 | 93% |
| Total equity | 77,500 | 39% | 79,656 | 44% | 75,323 | 35% |
| Total assets | 198,088 | 100% | 180,903 | 100% | 216,748 | 100% |
*See Appendix A for calculations

| December 31, 2017 | June 30, 2017 | June 30, 2018 |
|
|---|---|---|---|
| Financial Debt to CAP (A/D) | 58% | 54% | 62% |
| Financial Debt, net to CAP (B/D) | 44% | 28% | 39% |
| Financial Debt to Total equity (A/C) | 137% | 117% | 166% |
| Financial Debt, net to Total equity (B/C) | 104% | 61% | 103% |
See Appendix A for calculations


See below for a reconciliation of net income (loss) to EBITDA
28
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 and Dorad'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 or Dorad's commitments, including capital expenditures, and restricted cash, 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 and Dorad's EBITDA may not be indicative of the historic operating results nor is it meant to be predictive of potential future results.
29
| For the year ended |
For the year ended |
For the year ended |
For the year ended |
For the year ended |
For the six months ended |
For the six months ended |
|
|---|---|---|---|---|---|---|---|
| December 31, 2013 |
December 31, 2014 |
December 31, 2015 |
December 31, 2016 |
December 31, 2017 |
June 30, 2017 | June 30, 2018 | |
| Net income (loss) | |||||||
| for the period | 7,323 | 4,886 | 8,110 | (632) | (6,641) | (5,409) | (1,134) |
| Financing expenses |
|||||||
| (income), net | 1,781 | 2,712 | (2,076) | 2,434 | 9,228 | 5,762 | 916 |
| Taxes on income | |||||||
| (tax benefit) | 178 | 119 | (1,739) | 569 | 372 | 649 | (182) |
| Depreciation | 2,919 | 4,110 | 4,428 | 4,411 | 4,518 | 2,198 | 2,767 |
| EBITDA | 12,201 | 11,827 | 6,708 | 6,782 | 7,477 | 3,200 | 2,367 |
| For the year ended | For the six months ended | For the six months ended | |
|---|---|---|---|
| December 31, 2017 | June 30, 2017 | June 30, 2018 | |
| Net income for the period | 79 | 2 | 34 |
| Financing expenses, net | 242 | 149 | 109 |
| Taxes on income | 24 | 1 | 10 |
| Depreciation and amortization | 209 | 98 | 107 |
| EBITDA | 554 | 250 | 260 |

1 Diversified and growing base of cash flow generating assets.

The Company aims to exploit attractive yield to risk ratios worldwide.

The Company is characterized by revenues based on regulatory tariffs.
4
Seasoned management team, with extensive sector knowledge and access to attractive opportunities.



Chen Livne GK Investor relations Direct: +972 ( 0 ) 3 -6074717 Email: chen@gk -biz.com www.gk -biz.com
Kalia Weintraub Chief Financial Officer Ellomay Capital LTD. 9 Rothschild Blvd., Tel Aviv Direct: +972 - 3 -7971111 Email: [email protected]
www.ellomay.com

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.
32
| As of December 31, | As of June 30, | As of June 30, | ||
|---|---|---|---|---|
| 2017 | 2017 | 2018 | ||
| Current liabilities | ||||
| Loans and borrowings | € | € | € | |
| (3,103) | (1,112) | (5,196) | ||
| Debentures | € | € | € | |
| (4,644) | (4,902) | (4,541) | ||
| Non-current liabilities | ||||
| Finance lease obligations | € | € | € | |
| (3,690) | (3,856) | - | ||
| Long-term loans | € | € | € | |
| (42,091) | (23,738) | (63,676) | ||
| Debentures | € | € | € | |
| (52,987) | (59,960) | (51,814) | ||
| Financial Debt (A) | € | € | € | |
| (106,515) | (93,568) | (125,227) | ||
| Less: | ||||
| Cash and cash equivalents | € | € | € | |
| 23,962 | 38,144 | 45,610 | ||
| Marketable Securities | € | € | € | |
| 2,162 | 7,023 | 2,238 | ||
| Short-term deposits | € | € | € | |
| - | - | - | ||
| Financial Debt, net (B) | € | € | € | |
| (80,391) | (48,401) | (75,379) | ||
| Total equity (C) | € | € | € | |
| (77,500) | (79,656) | (75,323) | ||
| Financial Debt (A) | € | € | € | |
| (106,515) | (93,568) | (125,227) | ||
| CAP (D) | € | € | € | |
| (184,015) | (173,224) | (200,550) | ||
| Financial Debt to CAP (A/D) | 58% | 54% | 62% | |
| Financial Debt, net to CAP (B/D) | 44% | 28% | 39% | |
| Financial Debt to Total equity (A/C) | 137% | 117% | 166% | |
| Financial Debt, net to Total equity (B/C) | 104% | 61% | 103% |
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