6-K

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.

2

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

3

EX-99.1

Exhibit 99.1

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

Dorad Energy Ltd.

Interim Condensed Statement of Financial Position

	June 30		June 30		December 31
	2020		2019		2019
	(Unaudited)		(Unaudited)		(Audited)
	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
Total non-current liabilities		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

Dorad Energy Ltd.

Condensed Interim Statement of Income

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2020			2019			2020			2019			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

Dorad Energy Ltd.

Condensed Interim Statement of Changes in Shareholders' Equity

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings			Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands			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		-		-		-		55,383			55,383
Dividend to the Company’s
shareholders		-		-		-		(120,000	)		(120,000	)
Balance as at
June 30, 2020 (Unaudited)		11		642,199		3,748		511,739			1,157,697
For the six months
ended June 30, 2019
(Unaudited)
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)		11		642,199		3,748		432,227			1,078,185
For the three months
ended June 30, 2020
(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

Dorad Energy Ltd.

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

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings		Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		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

Dorad Energy Ltd.

Condensed Interim Statements of Cash Flows

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2020			2019			2020			2019			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	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