Ellomay Capital Ltd.

Foreign Filer Report • Dec 1, 2019

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 November 2019 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 ☒ 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 Results of Dorad Energy Ltd. for the Three and Nine Months Ended September 30, 2019," dated November 29, 2019.

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: November 29, 2019

Ellomay Capital Reports Publication of Financial Results of Dorad Energy Ltd. for the Three and Nine Months Ended September 30, 2019

Tel-Aviv, Israel, November 29, 2019 – 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 nine months ended September 30, 2019 of Dorad Energy Ltd. ("Dorad"), in which Ellomay currently indirectly holds approximately 9.4%.

On November 27, 2019, 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 results of Dorad for the quarter ended September 30, 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 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 unaudited revenues for the three months ended September 30, 2019 approximately NIS 765.4 million.
• Dorad's unaudited operating profit for the three months ended September 30, 2019 approximately NIS 166.2 million.

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 September 30, 2019, which include the summer months of –July and August and the intermediate month of September, are not indicative of full year results.

A translation of the financial results for Dorad as of and for the year ended December 31, 2018 and as of and for the three and nine month periods ended September 30, 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 22.6MW of photovoltaic power plants in Italy, 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;
• 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and Ellomay Pumped Storage (2014) Ltd., all of which are involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
• 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;
• 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.

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 our forward-looking statements, such as 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. 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: HilaI@ellomay.com

Interim Condensed Statements of Financial Position

2019 2018 2018 (Unaudited) (Unaudited) (Audited) NIS thousands NIS thousands NIS thousands Current assets Cash and cash equivalents 393,646 284,094 117,220 Trade receivables and accrued income 253,309 254,045 297,997 Other receivables 8,734 38,579 56,417 Financial derivatives - 3,508 387 Total current assets 655,689 580,226 472,021 Non-current assets Restricted deposit 424,078 420,808 431,096 Prepaid expenses 40,116 42,233 41,704 Fixed assets 3,721,981 3,927,348 3,869,800 Intangible assets 2,214 3,961 3,265 Right of use assets 57,224 - - Total non-current assets 4,245,613 4,394,350 4,345,865
Total assets 4,901,302 4,974,576 4,817,886
Current liabilities
Current maturities of loans from banks 267,032 255,941 217,254 Current maturities of loans from related parties
- 110,000 17,805 Current maturities of lease liabilities 4,546
- - Trade payables 268,305
259,782 340,829
Other payables 15,846 19,046 5,966
Financial derivatives 2,339 - - Total current liabilities 558,068 644,769 581,854
Non-current liabilities
Loans from banks 2,911,651 3,108,089 3,016,582
Loans from related parties - 15,258 -
Long-term lease liabilities 52,385 - -
Provision for dismantling and restoration 35,950 40,288 35,497
Deferred tax liabilities 159,165 123,774 122,803
Liabilities for employee benefits, net 160 160 160
Total non-current liabilities 3,159,311 3,287,569 3,175,042
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 537,965 396,280 415,032
Total equity 1,183,923 1,042,238 1,060,990
4,901,302 Total liabilities and equity 4,974,576 4,817,886

		For the nine months ended September 30		For the three months ended September 30
	2019	* 2018 (Unaudited)	2019 (Unaudited)	* 2018 (Unaudited)	December 31 * 2018 (Audited)
	(Unaudited)
	NIS thousands	NIS thousands	NIS thousands	NIS thousands	NIS thousands
Revenues	2,069,997	1,990,177	765,384	730,891	2,628,607
Operating costs of the Power Plant
Energy costs	564,179	517,660	214,253	186,913	687,431
Electricity purchase and infrastructure services	896,575	880,927	291,419	288,898	1,194,948
Depreciation and
amortization	161,028	163,977	55,660	56,572	217,795
Other operating costs	119,556	102,333	37,788	37,321	136,705
Total operating costs
of Power Plant	1,741,338	1,664,897	599,120	569,704	2,236,879
Profit from operating the Power Plant	328,659	325,280	166,264	161,187	391,728
General and administrative expenses	14,832	15,401	5,105	4,873	20,740
Operating profit	313,827	309,879	161,159	156,314	370,988
Financing income	3,162	16,540	1,225	4,684	24,650
Financing expenses	157,694	176,550	25,072	55,670	227,988
Financing expenses, net	154,532	160,010	23,847	50,986	203,338
Profit before taxes on income	159,295	149,869	137,312	105,328	167,650
Taxes on income	36,362	34,476	31,574	24,223	33,505
Profit for the period	122,933	115,393	105,738	81,105	134,145

Dorad Energy Ltd.

Interim Condensed Statements 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 nine months ended September 30, 2019 (Unaudited)
Balance as at January 1, 2019 (Audited)	11	642,199	3,748	415,032	1,060,990
Profit for the period	-	-	-	122,933	122,933
Balance as at September 30, 2019 (Unaudited) For the nine months ended September 30, 2018	11	642,199	3,748	537,965	1,183,923
(Unaudited) Balance as at January 1, 2018 (Audited)	11	642,199	3,748	280,887	926,845
Profit for the period	-	-	-	115,393	115,393
Balance as at September 30, 2018 * (Unaudited)	11	642,199	3,748	396,280	1,042,238
For the three months ended September 30, 2019 (Unaudited)
Balance as at July 1, 2019 (Unaudited)	11	642,199	3,748	432,227	1,078,185
Profit for the period	-	-	-	105,738	105,738
Balance as at September 30, 2019 (Unaudited)	11	642,199	3,748	537,965	1,183,923
For the three months ended September 30, 2018 (Unaudited)
Balance as at July 1, 2018 (Unaudited)	11	642,199	3,748	315,175	961,133
Profit for the period	-	-	-	81,105	81,105
Balance as at September 30, 2018 * (Unaudited)	11	642,199	3,748	396,280	1,042,238

Interim Condensed Statements 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, 2018 (Audited)
Balance as at
January 1, 2018 (Audited)	11	642,199	3,748	280,887	926,845
Profit for the year	-	-	-	134,145	134,145
Balance as at December 31, 2018 * (Audited)	11	642,199	3,748	415,032	1,060,990

Interim Condensed Statements of Cash Flows

		For the nine months ended September 30		For the three months ended September 30
	2019	* 2018	2019	* 2018	December 31 * 2018
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
	NIS thousands	NIS thousands	NIS thousands	NIS thousands	NIS thousands
Cash flows from
operating activities:
Profit for the period	122,933	115,393	105,738	81,105	134,145
Adjustments:
Depreciation and amortization
and fuel consumption	185,403	167,960	65,427	56,917	223,028
Taxes on income	36,362	34,476	31,574	24,223	33,505
Financing expenses, net	154,532	160,010	23,847	50,986	203,338
	376,297	362,446	120,848	132,126	459,871
Change in trade receivables	44,688	76,488	2,894	(6,539)	32,536
Change in other receivables	39,345	23,955	26,454	14,299	6,119
Change in trade payables	(76,871)	(161,484)	(2,782)	(11,664)	(81,273)
Change in other payables	9,884	16,985	2,100	17,719	304
	17,046	(44,056)	28,666	13,815	(42,314)
Net cash flows provided by operating activities	516,276	433,783	255,252	227,046	551,702
Cash flows used in
investing activities
Proceeds (payment) for settlement of
financial derivatives	(2,567)	4,997	(1,697)	2,640	9,957
Insurance proceeds in respect of
damage to fixed asset	8,336	20,619	-	1,181	20,619
Investment in long-term
restricted deposit	-	(7,158)	-	-	(12,158)
Investment in fixed assets	(31,789)	(82,341)	(11,133)	(21,291)	(79,855)
Investment in intangible assets	(615)	(141)	(596)	(18)	(222)
Interest received	3,140	2,461	1,222	978	3,497
Net cash flows used in
investing activities	(23,495)	(61,563)	(12,204)	(16,510)	(58,162)
Cash flows from
financing activities:
Repayment of loans from
related parties	(17,704)	(62,802)	-	-	(160,326)
Repayment of loans from banks	(101,430)	(91,345)	-	-	(181,970)
Interest paid	(92,970)	(119,803)	(172)	(356)	(220,765)
Repayment of lease liability principal	(4,399)	-	(154)	-	-
Net cash flows used in
financing activities	(216,503)	(273,950)	(326)	(356)	(563,061)
Net increase (decrease) in cash
and cash equivalents for
the period	276,278	98,270	242,722	210,180	(69,521)
Effect of exchange rate fluctuations
on cash and cash equivalents	148	1,642	28	88	2,559
Cash and cash equivalents at
beginning of period	117,220	184,182	150,896	73,826	184,182
Cash and cash equivalents at end
of period	393,646	284,094	393,646	284,094	117,220