Ellomay Capital Ltd.

Quarterly Report • Aug 28, 2020

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 August 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- ________

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 Press Release: "Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and Six Month Periods Ended June 30, 2020," dated August 27, 2020.

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: August 27, 2020

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and Six Month Periods Ended June 30, 2020

Tel-Aviv, Israel, August 27, 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 the publication in Israel of financial statements for the three and six months ended June 30, 2020 of Dorad Energy Ltd. ("Dorad"), in which Ellomay currently indirectly holds approximately 9.4%.

On August 27, 2020, Amos Luzon Entrepreneurship and Energy Group Ltd. (f/k/a U. Dori Group Ltd.) (the "Luzon Group"), an Israeli public company that currently holds 50% of U. Dori Energy Infrastructures Ltd. ("Dori Energy"), which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Luzon Group includes the financial statements of Dorad for the same period.

The financial statements of Dorad for the quarter ended June 30, 2020 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Dori Energy) in its financial results for this period, which are currently expected to be published on or about September 24, 2020. In an effort to provide Ellomay's shareholders with access to Dorad's financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of Dorad's financial results.

Dorad Financial Highlights

• Dorad's unaudited revenues for the three months ended June 30, 2020 approximately NIS 508.7 million.
• Dorad's unaudited operating profit for the year ended June 30, 2020 approximately NIS 32.7 million.

Dorad's financial statements for the three and six month periods ended June 30, 2020 note that following the outbreak of the coronavirus (COVID-19) in China in December 2019, and the spreading of the coronavirus to many other countries in early 2020, there has been a decline in the scope of economic activity in many regions of the world, as well as in Israel. The spreading of the coronavirus caused, among other things, a disruption in the supply chain, a decrease in global transport volume, traffic and employment restrictions declared by the Israeli government and other governments around the world, as well as declines in the value of financial assets and commodities in markets in Israel and around the world. Dorad notes that it is operating in accordance with the guidelines of the Israeli Ministries of Energy and Health on dealing with the coronavirus crisis, including preparations of the operation and maintenance employees of the power plant and shift work as required. Dorad's financial statements further note that in light of the crisis, there is a certain decrease in the electricity consumption of various customers, and there is also a certain decrease in the demand of the Israel Electric Company, however the period March-June is an interim period in which the electricity consumption is not the highest in the year, and accordingly such reduction has not resulted in a material effect at this time. Dorad notes that it is continuously examining its potential methods of action in the event of a material decline in its income as a result of the spread of the coronavirus.

Based on the information provided by Dorad, the demand for electricity by Dorad's customers is seasonal and is affected by, inter alia, the climate prevailing in that season. The months of the year are split into three seasons as follows: the summer season – the months of July and August; the winter season - the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to June and from September to November. There is a higher hourly demand for electricity during the winter and summer seasons, and the average electricity consumption per hour is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad's revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for the quarter ended June 30, 2020, which include the intermediate months of April - June, are not indicative of full year results. In addition, due to various reasons, including the effects of the spread of Covid-19 and the economic impact of such spread and of actions taken by governments and authorities, the results included herein may not be indicative of second quarter results in the future.

A translation of the financial results for Dorad as of and for the year ended December 31, 2019 and as of and for the three and six month periods ended June 30, 2019 and 2020 is included at the end of this press release. Ellomay does not undertake to separately report Dorad's financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Amos Luzon Entrepreneurship and Energy Group Ltd., Dori Energy or Dorad with respect to the financial results included in this press release.

About Ellomay Capital Ltd.

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

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

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

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

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

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release regarding the Company's plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company's forward-looking statements, including regulatory changes, including the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad and changes in the prices of natural gas and the impact of the coronavirus pandemic on Dorad's operations and projects, including in connection with reductions in the consumption of electricity by Dorad's customers and the Israeli Electricity Company, delays in supply of gas, steps taken by Israeli authorities, regulatory changes, changes in the supply and prices of resources required for the operation of the Dorad's facilities (and in the price of oil and electricity, and technical and other disruptions in the operation of Dorad), in addition to other risks and uncertainties associated with the Company's business that 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

Interim Condensed Statement of Financial Position

	June 30	June 30 2019 (Unaudited)	December 31 2019 (Audited)
	2020
	(Unaudited)
	NIS thousands	NIS thousands	NIS thousands
Current assets
Cash and cash equivalents	207,862	150,896	266,021
Trade receivables and accrued income	211,393	256,203	292,759
Other receivables	15,026	35,188	22,685
Total current assets	434,281	442,287	581,465
Non -current assets
Restricted deposit	445,911	426,215	438,032
Prepaid expenses	36,228	40,646	37,225
Fixed assets	3,614,286	3,774,594	3,698,716
Intangible assets	3,427	1,919	2,247
Right of use assets	61,855	57,955	64,161
Total non -current assets	4,161,707	4,301,329	4,240,381
Total assets	4,595,988	4,743,616	4,821,846
Current liabilities
Current maturities of loans from banks	235,419	218,637	231,380
Current maturities of lease liabilities	3,018	4,575	4,551
Trade payables	236,487	270,191	288,127
Other payables	2,663	13,748	10,509
Financial derivatives	519	845	-
Total current liabilities	478,106	507,996	534,567
Non -current liabilities
Loans from banks	2,667,153	2,941,515	2,803,975
Long -term lease liabilities	55,651	52,372	54,052
Provision for dismantling and restoration	50,012	35,798	36,102
Deferred tax liabilities	187,209	127,590	170,676
Liabilities for employee benefits, net	160	160	160
-current liabilities Total non	2,960,185	3,157,435	3,064,965
Equity
Share capital	11	11	11
Share premium	642,199	642,199	642,199
Capital reserve from activities with shareholders	3,748	3,748	3,748
Retained earnings	511,739	432,227	576,356
Total equity	1,157,697	1,078,185	1,222,314
Total liabilities and equity	4,595,988	4,743,616	4,821,846

Condensed Interim Statement of Income

		For the six months ended June 30		For the three months ended June 30
	2020	2019	2020	2019	December 31 2019
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
	NIS thousands	NIS thousands	NIS thousands	NIS thousands	NIS thousands
Revenues	1,187,560	1,304,613	508,742	591,535	2,700,766
Operating costs of the Power Plant
Energy costs	274,434	349,926	128,563	190,098	708,662
Electricity purchase and
infrastructure services	590,254	605,156	256,076	262,271	1,208,223
Depreciation and
amortization	107,056	105,368	53,623	56,068	214,248
Other operating costs	75,942	81,768	37,748	40,980	151,116
Total operating costs
of Power Plant	1,047,686	1,142,218	476,010	549,417	2,282,249
Profit from operating the Power Plant	139,874	162,395	32,732	42,118	418,517
General and
administrative expenses	13,421	9,727	6,937	4,756	20,676
Operating profit	126,453	152,668	25,795	37,362	397,841
Financing income	1,844	1,937	671	906	4,237
Financing expenses	56,381	132,623	40,776	94,483	192,881
Financing expenses, net	54,537	130,686	40,105	93,577	188,644
Profit (loss) before taxes on income	71,916	21,982	(14,310)	(56,215)	209,197
Tax benefit (taxes on income)	(16,533)	(4,787)	3,290	13,025	(47,873)
Profit (loss) for the period	55,383	17,195	(11,020)	(43,190)	161,324

Condensed Interim Statement of Changes in Shareholders' Equity

	Share capital NIS thousands	Share premium NIS thousands	Capital reserve for activities with shareholders NIS thousands	Retained earnings NIS thousands	Total Equity NIS thousands
For the six months ended June 30, 2020 (Unaudited)
Balance as at January 1, 2020 (Audited)	11	642,199	3,748	576,356	1,222,314
Profit for the period Dividend to the Company's shareholders	- -	- -	- -	55,383 (120,000)	55,383 (120,000)
Balance as at June 30, 2020 (Unaudited) For the six months ended June 30, 2019 (Unaudited)	11	642,199	3,748	511,739	1,157,697
Balance as at January 1, 2019 (Audited)	11	642,199	3,748	415,032	1,060,990
Profit for the period	-	-	-	17,195	17,195
Balance as at June 30, 2019 (Unaudited) For the three months ended June 30, 2020	11	642,199	3,748	432,227	1,078,185
(Unaudited)
Balance as at April 1, 2020 (Unaudited)	11	642,199	3,748	522,759	1,168,717
Loss for the period	-	-	-	(11,020)	(11,020)
Balance as at June 30, 2020 (Unaudited)	11	642,199	3,748	511,739	1,157,697
For the three months ended June 30, 2019 (Unaudited)
Balance as at April 1, 2019 (Unaudited)	11	642,199	3,748	475,417	1,121,375
Loss for the period	-	-	-	(43,190)	(43,190)
Balance as at June 30, 2019 (Unaudited)	11	642,199	3,748	432,227	1,078,185

Condensed Interim Statement of Changes in Shareholders' Equity (cont'd)

	Share capital NIS thousands	Share premium NIS thousands	Capital reserve for activities with shareholders NIS thousands	Retained earnings NIS thousands	Total Equity NIS thousands
For the year ended
December 31, 2019 (Audited)
Balance as at
January 1, 2019 (Audited)	11	642,199	3,748	415,032	1,060,990
Profit for the year	-	-	-	161,324	161,324
Balance as at
December 31, 2019 (Audited)	11	642,199	3,748	576,356	1,222,314

Condensed Interim Statements of Cash Flows

		For the six months ended June 30		For the three months ended June 30
	2020	2019	2020	2019 (Unaudited)	December 31 2019 (Audited)
	(Unaudited)	(Unaudited)	(Unaudited)
	NIS thousands	NIS thousands	NIS thousands	NIS thousands	NIS thousands
Cash flows from
operating activities:
Profit (loss) for the period	55,383	17,195	(11,020)	(43,190)	161,324
Adjustments:
Depreciation and amortization
and fuel consumption	109,380	119,976	54,728	62,608	239,323
Taxes on income (tax benefit)	16,533	4,787	(3,290)	(13,025)	47,873
Financing expenses, net	54,537	130,686	40,105	93,577	188,644
	180,450	255,449	91,543	143,160	475,840
Change in trade receivables	81,366	41,793	29,170	(13,351)	5,238
Change in other receivables	7,659	12,891	5,084	9,195	25,394
Change in trade payables	(52,346)	(74,090)	(49,396)	(18,236)	(57,719)
Change in other payables	(7,844)	7,782	(7,649)	5,609	4,543
	28,835	(11,624)	(22,791)	(16,783)	(22,544)
Net cash flows provided
by operating activities	264,667	261,020	57,732	83,187	614,620
Cash flows used in investing activities
Proceeds (payment) for settlement of
financial derivatives	121	(870)	(606)	(477)	(4,551)
Insurance proceeds in respect of
damage to fixed asset	-	8,337	-	8,337	8,336
Investment in long-term
restricted deposit	(6,000)	-	(6,000)	-	(14,000)
Investment in fixed assets	(7,717)	(20,656)	(4,558)	(15,712)	(60,476)
Investment in intangible assets	(1,810)	(19)	(1,741)	(19)	(939)
Interest received	1,840	1,918	668	906	4,213
Net cash flows used in
investing activities	(13,565)	(11,290)	(12,237)	(6,965)	(67,417)
Cash flows from
financing activities:
Repayment of lease liability principal	(293)	(4,244)	(146)	(147)	(8,513)
Repayment of loans from
related parties	-	(17,704)	-	(17,704)	(17,704)
Repayment of loans from banks	(102,653)	(101,430)	(102,653)	(101,430)	(189,893)
Dividends and exchange rate
paid (see note 4.d)	(123,739)	-	-	-	-
Interest paid	(86,529)	(92,798)	(86,341)	(92,674)	(182,435)
Net cash flows used in
financing activities	(313,214)	(216,176)	(189,140)	(211,955)	(398,545)
Net increase (decrease) in cash
and cash equivalents for
the period	(62,111)	33,554	(143,645)	(135,733)	148,658
Effect of exchange rate fluctuations
on cash and cash equivalents	3,952	122	785	(168)	143
Cash and cash equivalents at
beginning of period	266,021	117,220	350,722	286,797	117,220
Cash and cash equivalents at end
of period	207,862	150,896	207,862	150,896	266,021