Form 6-K Ellomay Capital Ltd. For: Nov 27

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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 November 2020

Commission File Number: 001-35284

(Translation of registrant’s name into English)

(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:

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 27, 2020

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

Tel-Aviv, Israel, November 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 nine months ended September 30, 2020 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4%.

On November 25, 2020, Amos Luzon Entrepreneurship and Energy 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 September 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 December 31, 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 operating profit for the three months ended September 30, 2020 - approximately NIS 112.7 million.

Dorad’s financial statements for the three and nine month periods ended September 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 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 and 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.

The Luzon Group’s quarterly report further updates that Dorad is considering the possibility of constructing another power plant near the existing station, that on July 13, 2020 Dorad submitted to the National Infrastructure Committee (“NIC”) plans for public objections and that in August 2020 the NIC approved the transfer of the plans to the District Committee and public comments, subject to certain changes and amendments. As of the date of the report, Dorad has not yet made a final decision as to the construction of the additional power plant, as, among other things, the procedure for the adoption of such decision is currently the subject of legal proceedings among Dorad’s shareholders and Dorad, as further detailed in our financial statements for the six months ended June 30, 2020, submitted to the Securities and Exchange Commission on a Form 6-K dated September 24, 2020.

The Luzon Group's quarterly report further discloses that during the first half of 2020, Dorad started examining the possibility of an initial public offering of its shares and that at this stage, the management of Dorad is examining with legal and financial advisors the stages required and the feasibility of the initial public offering. Any further decision or advancement in connection with such offering is subject to, among other things, the approval of Dorad’s shareholders and the prevailing market terms and there is no certainty as to whether or when any of these or other conditions will be fulfilled.

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, 2020, which include the summer months of July and August and the intermediate month 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 nine month periods ended September 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, 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.

Kalia Weintraub

CFO

Tel: +972 (3) 797-1111

Email: [email protected]

		September 30				September 30				December 31
			2020				2019				2019
		(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands
Current assets
Cash and cash equivalents			418,733				393,646				266,021
Trade receivables and accrued income			218,858				253,309				292,759
Other receivables			8,448				8,734				22,685
Total current assets			646,039				655,689				581,465
Non-current assets
Restricted deposit			446,966				424,078				438,032
Prepaid expenses			35,729				40,116				37,225
Fixed assets			3,557,177				3,721,981				3,698,716
Intangible assets			5,528				2,214				2,247
Right of use assets			60,985				57,224				64,161
Total non-current assets			4,106,385				4,245,613				4,240,381
Total assets			4,752,424				4,901,302				4,821,846
Current liabilities
Current maturities of loans from banks			272,762				267,032				231,380
Current maturities of lease liabilities			3,039				4,546				4,551
Trade payables			262,785				268,305				288,127
Other payables			25,297				15,846				10,509
Financial derivatives			515				2,339				-
Total current liabilities			564,398				558,068				534,567
Non-current liabilities
Loans from banks			2,669,511				2,911,651				2,803,975
Long-term lease liabilities			55,929				52,385				54,052
Provision for dismantling and restoration			50,058				35,950				36,102
Deferred tax liabilities			202,706				159,165				170,676
Liabilities for employee benefits, net			160				160				160
Total non-current liabilities			2,978,364				3,159,311				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			563,704				537,965				576,356
Total equity			1,209,662				1,183,923				1,222,314
Total liabilities and equity			4,752,424				4,901,302				4,821,846

		For the nine months ended								For the three months ended								Year ended
		September 30								September 30								December 31
		2020				2019				2020				2019				2019
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands				NIS thousands				NIS thousands
Revenues			1,884,621				2,069,997				697,061				765,384				2,700,766
Operating costs of the
Power Plant
Energy costs			417,892				564,179				143,458				214,253				708,662
Electricity purchase and
infrastructure services			922,584				896,575				332,330				291,419				1,208,223
Depreciation and
amortization			179,889				161,028				72,833				55,660				214,248
Other operating costs			111,671				119,556				35,729				37,788				151,116
Total operating costs
of Power Plant			1,632,036				1,741,338				584,350				599,120				2,282,249
Profit from operating
the Power Plant			252,585				328,659				112,711				166,264				418,517
General and
administrative expenses			19,011				14,832				5,590				5,105				20,676
Operating profit			233,574				313,827				107,121				161,159				397,841
Financing income			2,479				3,162				635				1,225				4,237
Financing expenses			96,675				157,694				40,294				25,072				192,881
Financing expenses, net			94,196				154,532				39,659				23,847				188,644
Profit before
taxes on income			139,378				159,295				67,462				137,312				209,197
Taxes on income			32,030				36,362				15,497				31,574				47,873
Profit for the period			107,348				122,933				51,965				105,738				161,324

										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 nine months
ended September 30, 2020
(Unaudited)
Balance as at
January 1, 2020 (Audited)			11				642,199				3,748				576,356				1,222,314
Profit for the period			-				-				-				107,348				107,348
Dividend to the Company’s
shareholders			-				-				-				(120,000	)			(120,000	)
Balance as at
September 30, 2020 (Unaudited)			11				642,199				3,748				563,704				1,209,662
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)			11				642,199				3,748				537,965				1,183,923
For the three months
ended September 30, 2020
(Unaudited)
Balance as at
July 1, 2020 (Unaudited)			11				642,199				3,748				511,739				1,157,697
Profit for the period			-				-				-				51,965				51,965
Balance as at
September 30, 2020 (Unaudited)			11				642,199				3,748				563,704				1,209,662
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

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

		For the nine months ended								For the three months ended								Year ended
		September 30								September 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 for the period			107,348				122,933				51,965				105,738				161,324
Adjustments:
Depreciation and amortization
and fuel consumption			182,508				185,403				73,127				65,427				239,323
Taxes on income			32,030				36,362				15,497				31,574				47,873
Financing expenses, net			94,196				154,532				39,659				23,847				188,644
			308,734				376,297				128,283				120,848				475,840
Change in trade receivables			73,901				44,688				(7,465	)			2,894				5,238
Change in other receivables			14,234				39,345				6,576				26,454				25,394
Change in trade payables			(26,120	)			(76,871	)			26,227				(2,782	)			(57,719	)
Change in other payables			14,791				9,884				22,629				2,100				4,543
			76,806				17,046				47,967				28,666				(22,544	)
Net cash flows provided
by operating activities			492,888				516,276				228,215				255,252				614,620
Cash flows used in
investing activities
Proceeds (payment) for settlement of
financial derivatives			(696	)			(2,567	)			(817	)			(1,697	)			(4,551	)
Insurance proceeds in respect of
damage to fixed asset			-				8,336				-				-				8,336
Investment in long-term
restricted deposit			(6,000	)			-				-				-				(14,000	)
Investment in fixed assets			(21,853	)			(31,789	)			(14,135	)			(11,133	)			(60,476	)
Investment in intangible assets			(4,367	)			(615	)			(2,557	)			(596	)			(939	)
Interest received			2,473				3,140				633				1,222				4,213
Net cash flows used in
investing activities			(30,443	)			(23,495	)			(16,876	)			(12,204	)			(67,417	)
Cash flows from
financing activities:
Repayment of lease liability principal			(441	)			(4,399	)			(147	)			(154	)			(8,513	)
Repayment of loans from
related parties			-				(17,704	)			-				-				(17,704	)
Repayment of loans from banks			(102,653	)			(101,430	)			-				-				(189,893	)
Dividends and exchange rate
paid			(123,739	)			-				-				-				-
Interest paid			(86,680	)			(92,970	)			(151	)			(172	)			(182,435	)
Net cash flows used in
financing activities			(313,513	)			(216,503	)			(298	)			(326	)			(398,545	)
Net increase in cash
and cash equivalents for
the period			148,932				276,278				211,041				242,722				148,658
Effect of exchange rate fluctuations
on cash and cash equivalents			3,780				148				(170	)			28				143
Cash and cash equivalents at
beginning of period			266,021				117,220				207,862				150,896				117,220
Cash and cash equivalents at end
of period			418,733				393,646				418,733				393,646				266,021