Ellomay Capital Ltd 6-K, filed May 24, 2022
Ellomay Capital Ltd. (ELLO)
6-K
2022-05-24
For: 2022-05-24
View Original
Added on
April 08, 2026
About this 6-K
Ellomay Capital Ltd filed this 6-K on May 24, 2022.
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 May 2022
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 |
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: May 24, 2022
3
Exhibit 99.1
Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three Months
Ended March 31, 2022
Tel-Aviv, Israel, May 24, 2022 – 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 months ended March 31, 2022 of Dorad Energy Ltd. (“Dorad”),
in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of U. Dori Energy Infrastructures Ltd. (“Dori Energy”).
On May 23, 2022, Amos Luzon Entrepreneurship and Energy Group Ltd. (f/k/a U. Dori Group Ltd.) (the “Luzon Group”), an Israeli public company that currently
holds the remaining 50% of 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 March 31, 2022 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. 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 March 31, 2022 - approximately NIS 555.4 million.
|
| • |
Dorad’s unaudited operating profit for the three months ended March 31, 2022 - approximately NIS 80 million.
|
Dorad’s financial statements for the quarter ended March 31, 2022 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 there is a certain increase in the electricity consumption of various customers compared to the first quarter of 2021. 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 March 31,
2022, which include the winter months of January and February and the intermediate month of March, 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 first quarter results in the future.
A translation of the financial results for Dorad as of and for the year ended December 31, 2021 and as of and for the three month periods ended March 31, 2021 and 2022 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 owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
|
| • |
Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and
9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively; and
|
| • |
83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
|
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.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: HilaI@ellomay.com
Dorad Energy Ltd.
Interim Condensed Statement of Financial Position
|
March 31
|
March 31
|
December 31
|
||||||||||
|
2022
|
2021
|
2021
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
||||||||||
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
|
Current assets
|
||||||||||||
|
Cash and cash equivalents
|
301,969
|
458,213
|
201,860
|
|||||||||
|
Trade receivables and accrued income
|
178,186
|
228,347
|
248,844
|
|||||||||
|
Other receivables
|
28,742
|
17,768
|
40,289
|
|||||||||
|
Financial derivatives
|
4,359
|
5,773
|
-
|
|||||||||
|
Total current assets
|
513,256
|
710,101
|
490,993
|
|||||||||
|
Non-current assets
|
||||||||||||
|
Restricted deposit
|
485,311
|
441,071
|
480,476
|
|||||||||
|
Prepaid expenses
|
32,736
|
34,731
|
33,235
|
|||||||||
|
Fixed assets
|
3,338,965
|
3,480,803
|
3,378,466
|
|||||||||
|
Intangible assets
|
5,937
|
5,512
|
6,038
|
|||||||||
|
Right of use assets
|
58,052
|
59,111
|
57,530
|
|||||||||
|
Total non-current assets
|
3,921,001
|
4,021,228
|
3,955,745
|
|||||||||
|
Total assets
|
4,434,257
|
4,731,329
|
4,446,738
|
|||||||||
|
Current liabilities
|
||||||||||||
|
Current maturities of loans from banks
|
317,388
|
277,399
|
280,753
|
|||||||||
|
Current maturities of lease liabilities
|
4,479
|
4,532
|
4,622
|
|||||||||
|
Trade payables
|
232,173
|
317,037
|
324,532
|
|||||||||
|
Current tax liabilities
|
-
|
-
|
21,795
|
|||||||||
|
Other payables
|
16,997
|
15,223
|
7,100
|
|||||||||
|
Financial derivatives
|
-
|
-
|
268
|
|||||||||
|
Total current liabilities
|
571,037
|
614,191
|
639,070
|
|||||||||
|
Non-current liabilities
|
||||||||||||
|
Loans from banks
|
2,384,595
|
2,563,799
|
2,356,785
|
|||||||||
|
Other Long-term liabilities
|
21,238
|
-
|
15,834
|
|||||||||
|
Long-term lease liabilities
|
50,659
|
51,025
|
48,871
|
|||||||||
|
Provision for dismantling and restoration
|
50,000
|
50,000
|
50,000
|
|||||||||
|
Deferred tax liabilities
|
197,484
|
211,879
|
192,676
|
|||||||||
|
Liabilities for employee benefits, net
|
160
|
160
|
160
|
|||||||||
|
Total non-current liabilities
|
2,704,136
|
2,876,863
|
2,664,326
|
|||||||||
|
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
|
513,126
|
594,317
|
497,384
|
|||||||||
|
Total equity
|
1,159,084
|
1,240,275
|
1,143,342
|
|||||||||
|
Total liabilities and equity
|
4,434,257
|
4,731,329
|
4,446,738
|
|||||||||
Dorad Energy Ltd.
Interim Condensed Statement of Income
|
For the three months ended
|
Year ended
|
|||||||||||
|
March 31
|
December 31
|
|||||||||||
|
2022
|
2021
|
2021
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
||||||||||
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
|
Revenues
|
555,424
|
513,755
|
2,103,911
|
|||||||||
|
Operating costs of the
|
||||||||||||
|
Power Plant
|
||||||||||||
|
Energy costs
|
89,617
|
76,567
|
428,051
|
|||||||||
|
Electricity purchase and
|
||||||||||||
|
infrastructure services
|
280,026
|
282,988
|
1,053,997
|
|||||||||
|
Depreciation and
|
||||||||||||
|
amortization
|
68,123
|
50,932
|
225,715
|
|||||||||
|
Other operating costs
|
37,674
|
30,316
|
114,360
|
|||||||||
|
Total operating costs
|
||||||||||||
|
of Power Plant
|
475,440
|
440,803
|
1,822,123
|
|||||||||
|
Profit from operating
|
||||||||||||
|
the Power Plant
|
79,984
|
72,952
|
281,788
|
|||||||||
|
General and
|
||||||||||||
|
administrative expenses
|
5,722
|
6,234
|
24,502
|
|||||||||
|
Other incomes
|
-
|
3,022
|
11,603
|
|||||||||
|
Operating profit
|
74,262
|
69,740
|
268,889
|
|||||||||
|
Financing income
|
11,529
|
18,812
|
4,694
|
|||||||||
|
Financing expenses
|
65,241
|
38,311
|
219,013
|
|||||||||
|
Financing expenses, net
|
53,712
|
19,499
|
214,319
|
|||||||||
|
Profit before
|
||||||||||||
|
taxes on income
|
20,550
|
50,241
|
54,570
|
|||||||||
|
Taxes on income
|
4,808
|
11,582
|
12,844
|
|||||||||
|
Profit for the period
|
15,742
|
38,659
|
41,726
|
|||||||||
Dorad Energy Ltd.
Interim Condensed 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 three months
|
||||||||||||||||||||
|
ended March 31, 2022
|
||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
January 1, 2022 (Unaudited)
|
11
|
642,199
|
3,748
|
497,384
|
1,143,342
|
|||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
15,742
|
15,742
|
|||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
March 31, 2022 (Unaudited)
|
11
|
642,199
|
3,748
|
513,126
|
1,159,084
|
|||||||||||||||
|
For the three months
|
||||||||||||||||||||
|
ended March 31, 2021
|
||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
January 1, 2021 (Unaudited)
|
11
|
642,199
|
3,748
|
555,658
|
1,201,616
|
|||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
38,659
|
38,659
|
|||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
March 31, 2021 (Unaudited)
|
11
|
642,199
|
3,748
|
594,317
|
1,240,275
|
|||||||||||||||
|
For the year ended
|
||||||||||||||||||||
|
December 31, 2021 (Audited)
|
||||||||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
January 1, 2021 (Audited)
|
11
|
642,199
|
3,748
|
555,658
|
1,201,616
|
|||||||||||||||
|
Dividend to the Company’s
|
||||||||||||||||||||
|
shareholders
|
-
|
-
|
-
|
(100,000
|
)
|
(100,000
|
)
|
|||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
41,726
|
41,726
|
|||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
December 31, 2021 (Audited)
|
11
|
642,199
|
3,748
|
497,384
|
1,143,342
|
|||||||||||||||
Dorad Energy Ltd.
Interim Condensed Statement of Cash Flows
|
For the three months ended
|
Year ended
|
|||||||||||
|
March 31
|
December 31
|
|||||||||||
|
2022
|
2021
|
2021 | ||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
||||||||||
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
|
Cash flows from
|
||||||||||||
|
operating activities:
|
||||||||||||
|
Profit for the period
|
15,742
|
38,659
|
41,726
|
|||||||||
|
Adjustments:
|
||||||||||||
|
Depreciation and amortization
|
||||||||||||
|
and fuel consumption
|
68,786
|
51,305
|
228,099
|
|||||||||
|
Taxes on income
|
4,808
|
11,582
|
12,844
|
|||||||||
|
Financing expenses, net
|
53,712
|
19,499
|
214,319
|
|||||||||
|
127,306
|
82,386
|
455,262
|
||||||||||
|
Change in trade receivables
|
70,386
|
69,372
|
48,875
|
|||||||||
|
Change in other receivables
|
11,548
|
3,633
|
(18,888
|
)
|
||||||||
|
Change in trade payables
|
(96,831
|
)
|
7,010
|
22,926
|
||||||||
|
Change in other payables
|
9,897
|
11,414
|
3,292
|
|||||||||
|
Change in Other long-term liabilities
|
5,404
|
-
|
15,834
|
|||||||||
|
404
|
91,429
|
72,039
|
||||||||||
|
Taxes on income paid
|
(21,795
|
)
|
-
|
-
|
||||||||
|
Net cash flows provided
|
||||||||||||
|
by operating activities
|
121,657
|
212,474
|
569,027
|
|||||||||
|
Cash flows used in
|
||||||||||||
|
investing activities
|
||||||||||||
|
Proceeds for settlement of
|
||||||||||||
|
financial derivatives
|
422
|
749
|
392
|
|||||||||
|
Investment in long-term
|
||||||||||||
|
restricted deposit
|
-
|
-
|
(53,175
|
)
|
||||||||
|
Investment in fixed assets
|
(27,513
|
)
|
(3,472
|
)
|
(72,530
|
)
|
||||||
|
Investment in intangible assets
|
(257
|
)
|
(461
|
)
|
(2,020
|
)
|
||||||
|
Interest received
|
372
|
395
|
1,584
|
|||||||||
|
Net cash flows used in
|
||||||||||||
|
investing activities
|
(26,976
|
)
|
(2,789
|
)
|
(125,749
|
)
|
||||||
|
Cash flows from
|
||||||||||||
|
financing activities:
|
||||||||||||
|
Repayment of lease liability principal
|
(151
|
)
|
(147
|
)
|
(4,624
|
)
|
||||||
|
Repayment of loans from banks
|
-
|
-
|
(210,449
|
)
|
||||||||
|
Dividends and exchange rate paid
|
-
|
-
|
(100,000
|
)
|
||||||||
|
Interest paid
|
(168
|
)
|
(147
|
)
|
(162,781
|
)
|
||||||
|
Net cash flows used in
|
||||||||||||
|
financing activities
|
(319
|
)
|
(294
|
)
|
(477,854
|
)
|
||||||
|
Net increase (decrease) in cash
|
||||||||||||
|
and cash equivalents for
|
||||||||||||
|
the period
|
94,362
|
209,391
|
(34,576
|
)
|
||||||||
|
Effect of exchange rate fluctuations
|
||||||||||||
|
on cash and cash equivalents
|
5,747
|
1,743
|
(10,643
|
)
|
||||||||
|
Cash and cash equivalents at
|
||||||||||||
|
beginning of period
|
201,860
|
247,079
|
247,079
|
|||||||||
|
Cash and cash equivalents at end
|
||||||||||||
|
of period
|
301,969
|
458,213
|
201,860
|
|||||||||