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Ellomay Capital Ltd.

Foreign Filer Report Mar 30, 2020

6770_rns_2020-03-30_655446c2-7f0d-4015-8c3e-d43f200574c8.pdf

Foreign Filer Report

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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 March 2020 Commission File Number: 001-35284

Ellomay Capital Ltd. (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 [X] 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 [X]

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 Results of Dorad Energy Ltd. for the Year Ended December 31, 2019," dated March 30, 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: March 30, 2020

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Year Ended December 31, 2019

Tel-Aviv, Israel, March 30, 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 year ended December 31, 2019 of Dorad Energy Ltd. ("Dorad"), in which Ellomay currently indirectly holds approximately 9.4%.

On March 26, 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 annual report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the annual report of the Luzon Group includes the financial statements of Dorad for the same period.

The financial statements of Dorad for the year ended December 31, 2019 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 March 31, 2020 and will include the financial statements of Dorad in its annual report on Form 20-F for the year ended December 31, 2019. 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 revenues for the year ended December 31, 2019 approximately NIS 2,700,766,000.
  • Dorad's operating profit for the year ended December 31, 2019 approximately NIS 397,841,000.

Dorad informed the Company that in connection with the recent outbreak of the coronavirus (COVID-19) and the actions taken by governments and authorities to prevent the spread of the virus, Dorad is acting in accordance with the instructions of the Israeli Electricity and Health authorities and that due to the COVID-19 crisis there is a certain decrease in the electricity consumption of Dorad's customers and of the Israeli Electric Company. Dorad is examining the methods for managing in the event of a decrease in its revenues as a result. Dorad's financial statements note in connection with a natural gas supply agreement executed between Dorad and Energian Ltd. during 2017 that on February 5, 2020, Dorad was informed by Energian Ltd. that due to the COVID-19 spread in China, the Chinese government issued restrictions on travel and transportation including to an area where portions of its gas production facilities are manufactured and therefore there a delay is expected in the supply of gas to Dorad. Dorad notes that in the event of delays, it may purchase natural gas from its current supplier at a higher price than the price set in the agreement with Energian.

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. 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 full year results in the future.

A translation of the financial results for Dorad as of and for the years ended December 31, 2018 and 2019 and as of and for the years ended December 31, 2017, 2018 and 2019 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 850MW, 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 outcome of the hearing process, 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 COVID-19 virus 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. 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: [email protected]

Statements of Financial Position

December 31
2019
December 31
2018
NIS thousands NIS thousands
Current assets
Cash and cash equivalents 266,021 117,220
Trade and Income receivable 292,759 297,997
Other receivables 22,685 56,417
Financial derivatives - 387
Total current assets 581,465 472,021
Non-current assets
Restricted deposit 438,032 431,096
Prepaid expenses 37,225 41,704
Fixed assets 3,698,716 3,869,800
Intangible assets 2,247 3,265
Right of use assets 64,161 -
Total non-current assets 4,240,381 4,345,865
Total assets 4,821,846 4,817,886
Current liabilities
Current maturities of loans
from banks
231,380 *224,444
Current maturity of loans
from related parties
- 17,805
Current maturities of lease liabilities 4,551 -
Trade payables 288,127 340,829
Other
payables
10,509 5,966
Total current liabilities 534,567 589,044
Non-current liabilities
Loans from banks 2,803,975 *3,009,392
Long-term lease liabilities 54,052 -
Provision for dismantling and restoration 36,102 35,497
Deferred tax liabilities, net 170,676 122,803
Liabilities for employee benefits, net 160 160
Total non-current liabilities 3,064,965 3,167,852
Equity
Share capital 11 11
Share premium 642,199 642,199
Capital reserve for activities with controlling 3,748 3,748
shareholders
Retained earnings 576,356 415,032
Total equity 1,222,314 1,060,990
Total liabilities and equity 4,821,846 4,817,886

* reclassified

Statements of Profit or Loss

Year ended December 31,
2019 2018 2017
NIS thousands NIS thousands NIS thousands
Revenues 2,700,766 2,628,607 2,523,263
Operating costs of the power plant
Energy costs 708,662 687,431 616,221
Electricity purchase and infrastructure services 1,208,223 1,194,948 1,212,431
Depreciation and amortization 214,248 217,795 208,705
Other operating costs 151,116 136,705 122,345
Total cost of power plant 2,282,249 2,236,879 2,159,702
Profit from operating the power plant 418,517 391,728 363,561
General and administrative expenses 20,676 20,740 18,712
Operating profit 397,841 370,988 344,849
Financing income 4,237 24,650 3,195
Financing expenses 192,881 227,988 245,122
Financing expenses, net 188,644 203,338 241,927
Profit
before taxes on income
209,197 167,650 102,922
Taxes on income 47,873 33,505 23,681
Profit for the year 161,324 134,145 79,241

Statements of Changes in Equity

Share capital
NIS thousands
Share
premium
NIS thousands
Capital
reserve for
activities with
controlling
shareholders
NIS thousands
Retained
earnings
NIS thousands
Total equity
NIS thousands
For the year ended December 31,
2019
Balance as at
January 1, 2019
11 642,199 3,748 415,032 1,060,990
Profit for the year - - - 161,324 161,324
Balance as at
December 31, 2019
11 642,199 3,748 576,356 1,222,314
For the year ended December 31,
2018
Balance as at
January 1, 2018
11 642,199 3,748 280,887 926,845
Profit for the year - - - 134,145 134,145
Balance as at
December 31, 2018
11 642,199 3,748 415,032 1,060,990
For the year ended December 31,
2017
Balance as at
January 1, 2017
11 642,199 3,748 201,646 847,604
Profit for the year - - - 79,241 79,241
Balance as at
December 31, 2017
11 642,199 3,748 280,887 926,845

Statements of Cash Flows

Year ended December 31,
2019 2018 2017
NIS thousands NIS thousands NIS thousands
Cash flows from operating activities:
Profit
for the year
161,324 134,145 79,241
Adjustments:
Depreciation, amortization and fuel consumption 239,323 223,028 286,542
Taxes on income 47,873 33,505 23,681
Financing expenses, net 188,644 203,338 241,927
475,840 459,871 552,150
Change in trade receivables 5,238 32,536 (35,465)
Change in other receivables 25,394 6,119 (84,857)
Change in trade payables (57,719) (81,273) 123,045
Change in other payables 4,543 304 (2,669)
(22,544) (42,314) 54
Net cash provided by
operating activities
614,620 551,702 631,445
Cash flows from investing activities:
Proceeds from (payment for) settlement of financial
(4,551) 9,957 (10,596)
derivatives
Insurance proceeds in respect of damage to fixed asset 8,336 20,619 38,742
Investment in
long-term
restricted
deposits
(14,000) (12,158) (34,000)
Release of long-term
restricted deposit
- - 25,790
Investment in fixed assets (60,476) (79,855) (121,361)
Investment in intangible assets (939) (222) (413)
Interest received 4,213 3,497 1,268
Net cash used in investing activities (67,417) (58,162) (100,570)
Cash flows from financing activities:
Repayment of lease liability principal (8,513) - -
Repayment of loans from related parties (17,704) (160,326) (39,628)
Repayment of loans from banks (189,893) (181,970) (161,668)
Interest paid (182,435) (220,765) (227,530)
Net cash used in
financing activities
(398,545) (563,061) (428,826)
Net increase (decrease) in
cash and cash equivalents
148,658 (69,521) 102,049
Effect of exchange rate fluctuations on
cash and
cash equivalents 143 2,559 1,166
Cash and cash equivalents at beginning of year 117,220 184,182 80,967
Cash and cash equivalents at end of year 266,021 117,220 184,182

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