REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Ordinary Shares, par value NIS 10.00 per share | ELLO | NYSE American LLC |
1 | Does not include a total of 258,046 ordinary shares held at that date as treasury shares under Israeli law, all of which were repurchased by Ellomay. For so long as such treasury shares are owned by Ellomay they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to Ellomay’s shareholders nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of Ellomay’s shareholders. |
Large accelerated filer ☐ | Accelerated filer ☑ | Non-accelerated filer ☐ | Emerging growth company ☐ |
U.S. GAAP ☐ | International Financial Reporting Standards as issued ☑ | Other ☐ |
by the International Accounting Standards Board | ||
Page | ||
5 | ||
6 | ||
7 | ||
Part I | ||
9 | ||
9 | ||
34 | ||
122 | ||
123 | ||
154 | ||
178 | ||
185 | ||
186 | ||
186 | ||
203 | ||
204 | ||
Part II | ||
205 | ||
205 | ||
205 | ||
206 | ||
206 | ||
206 |
207 | ||
207 | ||
208 | ||
208 | ||
Part III | ||
209 | ||
209 | ||
209 |
Year ended December 31, | ||||||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | 2016 | 2020 | |||||||||||||||||||
euro | Convenience Translation into US$(1) | |||||||||||||||||||||||
Revenues | 9,645 | 18,988 | 18,117 | 13,636 | 11,632 | 11,832 | ||||||||||||||||||
Operating expenses | (4,951 | ) | (6,638 | ) | (6,342 | ) | (2,549 | ) | (2,082 | ) | (6,074 | ) | ||||||||||||
Depreciation and amortization expenses | (2,975 | ) | (6,416 | ) | (5,816 | ) | (4,518 | ) | (4,411 | ) | (3,650 | ) | ||||||||||||
Gross profit | 1,719 | 5,934 | 5,959 | 6,569 | 5,139 | 2,108 | ||||||||||||||||||
Project development costs | (3,491 | ) | (4,213 | ) | (2,878 | ) | *(2,739 | ) | *(2,201 | ) | (4,283 | ) | ||||||||||||
General and administrative expenses | (4,512 | ) | (3,827 | ) | (3,600 | ) | *(2,420 | ) | *(2,032 | ) | (5,535 | ) | ||||||||||||
Share of profits of equity accounted investee | 1,525 | 3,086 | 2,545 | 1,531 | 1,375 | 1,871 | ||||||||||||||||||
Other income (expenses), net | 2,100 | (2,100 | ) | 884 | 18 | 90 | 2,576 | |||||||||||||||||
Capital gain | - | 18,770 | - | - | - | - | ||||||||||||||||||
Operating profit | (2,659 | ) | 17,650 | 2,910 | 2,959 | 2,371 | (3,263 | ) | ||||||||||||||||
Financing income | 2,134 | 1,827 | 2,936 | 1,333 | 263 | 2,618 | ||||||||||||||||||
Financing income (expenses) in connection with derivatives, net | 1,094 | 897 | 494 | (3,156 | ) | 636 | 1,342 | |||||||||||||||||
Financing expenses | (6,862 | ) | (10,877 | ) | (5,521 | ) | (7,405 | ) | (3,333 | ) | (8,418 | ) | ||||||||||||
Financing income (expenses), net | (3,634 | ) | (8,153 | ) | (2,091 | ) | (9,228 | ) | (2,434 | ) | (4,458 | ) | ||||||||||||
Profit (loss) before taxes on income | (6,293 | ) | 9,497 | 819 | (6,269 | ) | (63 | ) | (7,721 | ) | ||||||||||||||
Tax benefit (taxes on income) | 125 | 287 | (215 | ) | (372 | ) | (569 | ) | 153 | |||||||||||||||
Profit (loss) for the year | (6,168 | ) | 9,784 | 604 | (6,641 | ) | (632 | ) | (7,568 | ) | ||||||||||||||
Profit (Loss) attributable to: | ||||||||||||||||||||||||
Owners of the Company | (4,627 | ) | 12,060 | 1,057 | (6,115 | ) | (209 | ) | (5,676 | ) | ||||||||||||||
Non-controlling interests | (1,541 | ) | (2,276 | ) | (453 | ) | (526 | ) | (423 | ) | (1,892 | ) | ||||||||||||
Profit (loss) for the year | (6,168 | ) | 9,784 | 604 | (6,641 | ) | (632 | ) | (7,568 | ) | ||||||||||||||
Other comprehensive income (loss) items that after initial recognition in comprehensive income (loss) were | ||||||||||||||||||||||||
or will be transferred to profit or loss: | ||||||||||||||||||||||||
Foreign currency translation differences for foreign operations | (482 | ) | 2,103 | (787 | ) | (359 | ) | 692 | (591 | ) | ||||||||||||||
Effective portion of change in fair value of cash flow hedges | 2,210 | 1,076 | (1,008 | ) | (1,244 | ) | - | 2,711 | ||||||||||||||||
Net change in fair value of cash flow hedges transferred to profit or loss | 555 | (1,922 | ) | 643 | 1,382 | - | 681 | |||||||||||||||||
Total other comprehensive income (loss) | 2,283 | 1,257 | (1,152 | ) | (221 | ) | 692 | 2,801 | ||||||||||||||||
Total comprehensive income (loss) for the year | (3,885 | ) | 11,041 | (548 | ) | (6,862 | ) | 60 | (4,767 | ) | ||||||||||||||
Basic earnings (loss) per share | (0.38 | ) | 1.09 | 0.10 | (0.57 | ) | (0.02 | ) | (0.47 | ) | ||||||||||||||
Diluted earnings (loss) per share | (0.38 | ) | 1.09 | 0.10 | (0.57 | ) | (0.02 | ) | (0.47 | ) | ||||||||||||||
Weighted average number of shares used for computing basic earnings (loss) per share | 12,304,269 | 11,064,847 | 10,675,508 | 10,675,757 | 10,667,700 | 12,304,269 | ||||||||||||||||||
Weighted average number of shares used for computing diluted earnings (loss) per share | 12,327,818 | 11,070,436 | 10,678,857 | 10,675,757 | 10,667,700 | 12,327,818 |
Year ended December 31, | ||||||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | 2016 | 2020 | |||||||||||||||||||
euro | Convenience Translation into US$(1) | |||||||||||||||||||||||
EBITDA* | 316 | 24,066 | 8,726 | 7,477 | 6,782 | 387 |
Year ended December 31, | ||||||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | 2016 | 2020 | |||||||||||||||||||
euro | Convenience Translation into US$(1) | |||||||||||||||||||||||
Profit (loss) for the year | (6,168 | ) | 9,784 | 604 | (6,641 | ) | (632 | ) | (7,568 | ) | ||||||||||||||
Financing expenses (income), net | 3,634 | 8,153 | 2,091 | 9,228 | 2,434 | 4,458 | ||||||||||||||||||
Taxes on income (tax benefit) | (125 | ) | (287 | ) | 215 | 372 | 569 | (153 | ) | |||||||||||||||
Depreciation and amortization | 2,975 | 6,416 | 5,816 | 4,518 | 4,411 | 3,650 | ||||||||||||||||||
EBITDA | 316 | 24,066 | 8,726 | 7,477 | 6,782 | 387 |
At December 31, | ||||||||||||||||||||||||
2020 | 2019 | 2018 | 2017 | 2016 | 2020 | |||||||||||||||||||
euro | Convenience Translation into US$(1) | |||||||||||||||||||||||
Working capital | 42,883 | 45,436 | 35,675 | 31,286 | 22,402 | 52,607 | ||||||||||||||||||
Total assets | 460,172 | 310,172 | 211,160 | 198,088 | 148,464 | 564,530 | ||||||||||||||||||
Total liabilities | 335,146 | 202,606 | 134,203 | 120,588 | 64,093 | 411,150 | ||||||||||||||||||
Total equity | 125,026 | 107,566 | 76,957 | 77,500 | 84,371 | 153,380 | ||||||||||||||||||
Capital stock | 105,767 | (2) | 84,422 | (2) | 76,588 | (2) | 76,583 | (2) | 76,592 | (3) | 129,753 | (2) | ||||||||||||
Ordinary shares outstanding | 12,910,140 | (2) | 11,737,140 | (2) | 10,675,508 | (2) | 10,675,508 | (2) | 10,677,370 | (3) | 12,910,140 | (2) |
B. |
C. | Reasons for the Offer and Use of Proceeds |
D. | Risk Factors |
A. | History and Development of Ellomay |
PV Projects under Development |
i. | a fixed pledge first degree on shares of Dori Energy held by Ellomay Energy LP, representing a 50% ownership of Dori Energy, which holds 18.75% of Dorad; |
ii. | a floating first degree pledge and an assignment by way of a pledge of, and with respect to, Ellomay Energy LP’s rights and agreements in connection with shareholder’s loans provided by Ellomay Energy LP to Dori Energy; and |
iii. | a fixed first degree pledge on our rights and the rights of Ellomay Energy LP in and to a trust bank account in the name of the trustee of the Series E Secured Debentures. |
a. | Our Adjusted Balance Sheet Equity (as such term is defined in the Series E Deed of Trust, which, among other exclusions, excludes changes in the fair value of hedging transactions of electricity prices, such as the PPA executed in connection with the Talasol PV Plant), on a consolidated basis, shall not be less than €75 million for two consecutive quarters for purposes of the immediate repayment provision and shall not be less than €80 for purposes of the update of the annual interest provision; |
b. | The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations provided by entities who are in the business of lending money (excluding financing of projects and other exclusions as set forth in the Series E Deed of Trust), net of cash and cash equivalents, short-term investments, deposits, financial funds and negotiable securities, to the extent that these are not restricted (with the exception of a restriction for the purpose of securing any financial debt according to this definition), or, together, the Series E Net Financial Debt, to (b) our Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series E Net Financial Debt, or our Series E CAP, Net, to which we refer herein as the Series E Ratio of Net Financial Debt to Series E CAP, Net, shall not exceed the rate of 65% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes of the update of the annual interest provision; and |
c. | The ratio of (a) our Series E Net Financial Debt, to (b) our earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from our operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date occurred in the four quarters that preceded the test date will be calculated based on Annual Gross Up (as such terms are defined in the Series E Deed of Trust), based on the aggregate four preceding quarters, or our Series E Adjusted EBITDA, to which we refer to herein as the Series E Ratio of Net Financial Debt to Series E Adjusted EBITDA, shall not be higher than 12 for three consecutive quarters for purposes of the immediate repayment provision and shall not be higher than 11 for purposes of the update of the annual interest provision. |
B. | Business Overview |
Name | Installed Production / Capacity1 | Location | Type of Plant | Connection to Grid | Fixed Tariff | Revenue in the year ended December 31, | Revenue in the year ended December 31, |
“Rinconada II” | 2,275 kWp | Municipality of Córdoba, Andalusia, Spain | PV – Fixed Panels | July 2010 | N/A | € | € |
“Rodríguez I” | 1,675 kWp | Province of Murcia, Spain | PV – Fixed Panels | November 2011 | N/A | € | € |
“Rodríguez II” | 2,691 kWp | Province of Murcia, Spain | PV – Fixed Panels | November 2011 | N/A | € | € |
“Fuente Librilla” | 1,248 kWp | Province of Murcia, Spain | PV – Fixed Panels | June 2011 | N/A | € | € |
“Talmei Yosef” | 9,000 kWp | Talmei Yosef, Israel | PV – Fixed Panels | November 2013 | 0.98573 (NIS/kWh) | € | € |
“Talasol”5 | 300,000 kWp | Talaván, Cáceres, Spain | PV – Fixed Panels | December 2020 | N/A | €32,740 | |
“Ellomay Solar” | 28,000 kWp | Talaván, Cáceres, Spain | PV – Fixed Panels | June 2022 | N/A | -- | €3,597 |
1. | The actual capacity of a photovoltaic plant is generally subject to a degradation of approximately 0.5% |
2. | These results are not indicative of future results due to various factors, including changes in the regulation and in the climate and the degradation of the solar panels. |
3. | The initial tariff of NIS 0.9631/kWh |
4. | As a result of the accounting treatment of the Talmei Yosef PV Plant as a financial asset, out of total proceeds from the sale of electricity of approximately |
5. | The Talasol PV Plant is 51% owned by |
6. | As |
o | one or more “surface rights agreements” or “lease agreements” with the land owners, which provide the terms and conditions for the lease of land on which the photovoltaic plants are constructed and operated; |
o | optionally, one or more “project financing agreements” with financing entities, as were already executed with respect to several of the PV Plants and as more fully described below, and as may be executed in the future with respect to one or more of the remaining PV Plants; and |
o | a stock purchase agreement in the event we acquire an existing company that owns a photovoltaic plant that is under construction or is already constructed. |
(i) | PV projects with an overall power capacity exceeding 1 MW are subject to the Environmental Impact Assessment screening procedure, or EIA Screening, performed by the relevant region. At the end of the EIA Screening procedure, the competent authority determines whether or not the PV project should be subject to the ordinary Environmental Impact Assessment procedure, or EIA; and |
(ii) | PV projects with an overall power capacity exceeding 10 MW are subject to the EIA performed by the state. |
(i) | PV projects falling within EIA procedure of the regions (i.e., PV projects with a power capacity between 1 MW and 10 MW) are authorized by means of Provvedimento Autorizzatorio Unico Regionale, or PAUR, pursuant to Article 27-bis of the Legislative Decree no. 152/2006, which includes the EIA and the Autorizzazione Unica (“Single Authorization”), or AU, pursuant to Article 12 of Legislative Decree no. 387 of December 29, 2003, or Legislative Decree no. 387/2003, and all other permits / nihil obstat / opinions necessary for the implementation of the PV project; and |
(ii) | PV projects falling within EIA procedure of the state (i.e., PV projects with a power capacity exceeding 10 MW) are authorized by means of the AU which includes the EIA decree. |
a. | Authorization for the construction and operation of PV Plants (Autorizzazione Unica) |
b. | PAUR |
c. | PAS |
(i) | the construction of PV plants of up to 10 MW located in so called “suitable areas” (aree idonee) (which are to be identified on the basis of the criteria set out in Legislative Decree no. 199 of November 8, 2021, as detailed below); and |
(ii) | agri-photovoltaic plants located less than 3 km away from industrial, productive or commercial areas (with no power limitation). |
d. | DILA |
e. | Free building activity (Attività di edilizia libera) |
(i) | in areas for industrial, productive or commercial use; |
(ii) | in closed and restored landfills or landfill lots; or |
(iii) | in quarries or lots of quarries that cannot be exploited further, for which the competent authority for the issue of the authorization has certified the completion of the recovery and environmental restoration activities envisaged in the authorization title in compliance with the regional regulations in force; |
(i) | provided that pending the identification of suitable areas by the regions no moratoria or suspensions of the terms of authorization procedures may be ordered; and |
(ii) | identified some suitable areas. |
(i) | the sites where plants of the same source are already installed and where non-substantial modification works are carried out, as well as, for PV plants only, the sites where, on the date of entry into force of the provision, there are photovoltaic plants on which, without change in the occupied area or otherwise with changes in the occupied area within the limits referred to in (vi)(a) below, substantial modification work is carried out for refurbishment, repowering or complete reconstruction, including with the addition of storage systems with a capacity not exceeding 8 MWh for each MW of power of the photovoltaic plant; |
(ii) | the areas of sites undergoing reclamation; |
(iii) | quarries and mines that have ceased, not reclaimed or abandoned or are in an environmentally degraded condition; |
(iv) | sites and facilities at the disposal of Italian State Railways Group companies and rail infrastructure managers as well as highway concession companies; |
(v) | sites and facilities in the availability of the airport management companies within the perimeter of relevance of the airports of the smaller islands subject to the necessary technical verifications by the National Civil Aviation Authority; |
(vi) | exclusively for photovoltaic plants, including those with ground-mounted modules, in the absence of constraints under Part Two of the Legislative Decree no. 42 of January 22, 2004, or the Cultural Heritage and Landscape Code: |
a) | areas classified as agricultural, enclosed within a perimeter whose points are not more than 500 meters from areas of industrial, artisanal and commercial use, including sites of national interest, as well as quarries and mines; |
b) | areas within industrial plants and establishments, as defined in Legislative Decree no. 152/2006, as well as classified agricultural areas enclosed within a perimeter whose points are no more than 500 meters from the same plant or establishment; |
c) | the areas adjacent to the highway network within a distance not exceeding 300 meters; and |
(vii) | without prejudice to the provisions of points above, areas that are not included in the perimeter of property subject to protection under the Cultural Heritage and Landscape Code, nor fall within the buffer zone of property subject to protection under Part Two or Article 136 of the same Legislative Decree. The buffer strip shall be determined by considering a distance from the perimeter of protected property of 500 metres for photovoltaic plants. |
(i) | in procedures for the authorization of power production facilities powered by renewable sources on suitable areas, including those for the adoption of the environmental impact assessment resolution, the competent authority for landscape matters shall express a mandatory non-binding opinion. After the time limit for the expression of the non-binding opinion has expired, the competent authority shall in any case take action on the permit application; and |
(ii) | the time limits for permit procedures for plants in suitable areas shall be reduced by one-third. |
(i) | by way of sale on the electricity market (Italian Power Exchange - IPEX), the so called “Borsa Elettrica”; |
(ii) | through bilateral contracts with wholesale dealers; and |
(iii) | via the so-called “Dedicated Withdrawal” introduced by ARERA Resolution no. 280/07 and subsequent amendments. This is the most common way of selling electricity, as it affords direct and quick negotiations with the national energy handler (GSE), which will in turn deal with energy buyers on the market. |
a. | FER1 Incentives |
Group A | Includes PV plants of new construction. |
Group A-2 | includes PV plants of new construction whose modules are installed to replace roofs of buildings and farm buildings on which asbestos or fibre cement is completely removed. |
Plant Type | Power level (kW) | Reference Tariff (€/MWh) | A2 plants Bonus (€/MWh) | Bonus for self-consumption (€/MWh) | Power level (kW) | Reference Tariff (€/MWh) | A-2 plants Bonus (€/MWh) | Bonus for self-consumption (€/MWh) |
Group A | 20 <P ≤100 | 105 | - | 10 | 20 <P ≤100 | 99.75 | - | 10 |
100 <P ≤1000 | 90 | - | - | 100 <P ≤1000 | 85.50 | - | - | |
P>1000 | 70 | - | - | P ≥1000 | 66.50 | - | - | |
Group A2 | 20 <P ≤100 | 105 | 12 | 10 | ||||
100 <P ≤1000 | 90 | 12 | - | |||||
Group A-2 | 20 <P ≤100 | 105.00 | 12 | 10 | ||||
100 <P ≤1000 | 90.00 | 12 | - |
(i) | Enrolment in Registers – PV plants with a power capacity of more than 20 kW and less than 1 MW that belong to Groups A and A-2 must be enrolled in the Registers, through which the available power quota is allocated on the basis of specific priority criteria. With respect to plants below 1 MW, the first criterion is the installation of the plant in areas such as closed dumps or mines, or (for A-2 plants) on public buildings such as schools or hospitals. This is aimed at giving preference to environment-friendly plants and therefore, for the avoidance of doubt, such plants will be preferred to other plants even if the tariff reduction set out in the application is lower. |
(ii) | Participation to Auction Procedures – PV plants with a power capacity greater than or equal to 1 MW that belong to Groups A must participate in the Auction Procedures, through which the available power quota is allocated, according to the highest discount offered on the incentive level and, at equal discount, applying further priority criteria. Incentives are awarded for a period of 20 years at the outcome of seven tenders held between September 2019 and September 2021, whereby the effective granted tariff will be equal to the reference tariff as reduced by the percentage reduction offered by the applicant. With respect to plants above 1 MW, the first criterion is instead the tariff percentage reduction. |
(i) | the All-in Tariff (Tariffa Onnicomprensiva, or TO) consisting of a single tariff, corresponding to the incumbent tariff, which also remunerates the electricity withdrawn by the GSE; and |
(ii) | an incentive calculated as the difference between the incumbent tariff and the hourly zonal energy price, since the energy produced remains at the operator’s disposal. |
(i) | as to small plants with a power capacity equal to or less than 1 MW, incentives will be awarded: |
a) | as to plants with market competitive generation costs and plants belonging to energy communities or self-consumption configuration, through direct access to incentives; and |
b) | as to innovative plants and plants with higher generation costs, through tender procedures. |
(ii) | as to big plants, with power capacity above a threshold of at least 1 MW, incentives will be awarded through downward auction procedures. |
(i) | the combination of renewables with storage systems is promoted, so as to enable greater programmability of sources, also in coordination with mechanisms for the development of centralized storage capacity; |
(ii) | priority access is established for PV plants to be built on suitable areas (aree idonee), with the same economic offers; and |
(iii) | participation in incentives is facilitated for those who install PV plants following asbestos removal, with bonus facilities and the widest possible participation modalities. |
(i) | the creation of an online information board with the aim to facilitate the alignment of demand and offer; |
(ii) | the setting-up of a platform for the conclusion of power purchase agreements (as already provided in previous legislation); |
(iii) | the definition of tender schemes for the supply of renewable source energy to public administration through power purchase agreements; and |
(iv) | issuance of an ad hoc regulation in order to inform final customers as to power purchase agreements, also in order to facilitate use thereof by consumers in aggregate shape. |
(i) | PV plants with an output exceeding 20 kW that benefit from fixed feed-in tariffs under the Conto Energia scheme, which do not dependent on market prices (i.e., First, Second, Third and Fourth Conto Energia); and |
(ii) | plants powered by solar, hydroelectric, geothermal and wind power sources with an output exceeding 20 kW that do not benefit from incentive mechanisms, entered into operation before January 1, 2010 (any grid parity plant commissioned before December 31 , 2009). |
a. | Price cap on revenues |
(i) | renewable source plants not covered by Article 15-bis of Decree-Law No. 4 of January 27, 2022, converted, with amendments, by Law No. 25 of March 28, 2022 (i.e., renewable source plants not subject to the “Extra-profits” Measure discussed above); |
(ii) | plants powered by non-renewable sources. |
b. | Calculation method |
(i) | a reference price equal to 180 euros per MWh or, for sources with generation costs higher than the aforementioned price, to a value per technology established in accordance with criteria defined by ARERA, taking into account investment and operating costs and a fair return on investment. To this end, in the case of plants incentivized with one-way mechanisms other than those substituting green certificates, the reference price is equal to the maximum value between the amount of 180 euros per MWh and the tariff payable; |
(ii) | a market price equal to the monthly average of the hourly zonal market price, calculated as a weighted average for non-programmable plants, based on the production profile of the individual plant, and as an arithmetic average for programmable plants, or, for supply contracts entered into before the date of this law that do not fall in the exclusion cases, at the price indicated in the contracts themselves. |
c. | Exclusions |
(i) | to plants with a capacity of up to 20 kW; |
(ii) | to electricity falling under the scope of Article 5-bis of Decree-Law No. 14 of February 25, 2022 (i.e., coal- and oil-fired thermoelectric plants); |
(iii) | to energy subject to supply contracts concluded before December 1, 2022, provided that they are not linked to the price trend of the energy spot markets and that, in any case, they are not entered into at an average price higher than the value as calculated according to the calculation method described above, limited to the period of duration of such contracts; |
(iv) | to electricity subject to withdrawal contracts concluded by the GSE pursuant to Article 16-bis of Decree-Law No. 17 of March 1, 2022, and that, in any case, are not stipulated at an average price higher than the value as calculated according to the calculation method described above, limited to the period of duration of the aforesaid contracts; and |
(v) | to renewable source plants with active incentive contracts that are regulated with a two-way mechanism, renewable source plants with contracts that provide for the withdrawal at an all-inclusive fixed tariff of electricity by the GSE as well as electricity shared within energy communities and self-consumption configurations. |
(i) | price cap for new capacity at €75k/MW; |
(ii) | price cap for existing capacity at €33k/MW; |
(iii) | formula for the calculation of the strike price to be applied to the de-rated capacity production in the Ancillary Services Markets, or ASM. |
(i) | It introduces three principles in the activity of self-consumption: (i) the right to self-consume electricity without charges; (ii) the right to shared self-consumption by one or more consumers to take advantage of economies of scale; and (iii) administrative and technical simplification. |
(ii) | Any consumer – whether or not a direct consumer of the market – may acquire energy through bilateral contracting with a producer. |
(iii) | Regarding access and connection permits: (i) the validity of the access and connection permissions granted prior to the entry into force of Law 24/2013 is extended and the aforementioned permits will expire if they have not obtained the authorization of exploitation, on the later of: (a) before March 31, 2020, or (b) five years from the obtaining of the right of access and connection; (ii) the guarantees to be placed for the access and connection permits are increased from €10/kW to €40/kW; (iii) with regards to the actions carried out in the transport or distribution networks by the owners of the access and connection permits which must be developed by the grid operator or distributor, the promoter must advance 10% of the total investment value to be undertaken within a period not exceeding 12 months. Once the aforementioned amount has been paid and the administrative authorization for the generation facility has been obtained, its holder shall, within four months, enter into an Assignment Contract with the transportation grid operator or distributor, otherwise, the validity of the access and connection permits will expire. |
E. | Resolution of May 20, 2021, of the CNMC, which establishes the detailed specifications for the determination of the generation access capacity to the transmission network and distribution networks |
F. | Law 7/2021 of climate change and energy transition |
G. | Royal Decree-Law 17/2021, of September 14 |
H. | Royal Decree-law 6/2022 |
I. | Royal Decree-law 11/2022 |
J. | Royal Decree-law 17/2022 |
K. | Royal Decree-law 18/2022 |
L. | Royal Decree-law 20/2022 |
1. | Royal Decree 413/2014 which regulates electricity generation activity using renewable energy sources, cogeneration and waste, or RD 413/2014. |
2. | Order IET/1045/2014 approving the retribution parameters for certain types of generation facilities of electricity from renewable energy sources, cogeneration and waste facilities, or Order 1045/2014. |
3. | Order ETU/130/2017 updating the retribution parameters for certain types of generation facilities of electricity from renewable energy sources, cogeneration and waste facilities, for the purposes of their application to the Regulatory Semi-period beginning on January 1, 2017 and ending on December 31, 2019, or Order 130/2017. |
4. | RDL 17/2019, adopting urgent measures for the necessary adaptation of remuneration parameters affecting the electricity system and responding to the process of cessation of activity of thermal generation plants. |
5. | Order TED/171/2020, updating the retribution parameters for certain types of generation facilities of electricity from renewable energy sources, cogeneration and waste facilities, for the purposes of their application to the Regulatory Period beginning on January 1, 2020, or Order 171/2020. |
6. | Royal Decree-Law 6/2022, of March 29, 2022, adopting urgent measures within the framework of the National Plan for the response to the economic and social consequences of the war in Ukraine. |
7. | Order TED/1232/2022, of December 2, 2022, which updates the remuneration parameters for its application to the year 2022. |
a) | The Specific Remuneration is calculated by reference to a “standard facility” during its “useful regulatory life”. Order 1045/2014 characterized the existing renewable installations into different categories (referred to as IT-category). These categories were created taking into account the type of technology, the date of the operating license and the geographical location of renewable installations. |
b) | According to RD 413/2014, the calculation of the Specific Remuneration of each IT-category shall be performed taking into account the following parameters: |
(i) | the standard revenues for the sale of energy production, valued at the production market prices (currently set at €54.42/MWh, €52.12/MWh and €48.82/MWh for 2020, 2021 and 2022, respectively); |
(ii) | the standard exploitation costs; and |
(iii) | the standard value of the initial investment. For this calculation, only those costs and investments that correspond exclusively to the electricity production activity will be taken into account. Furthermore, costs or investments determined by administrative rules or acts that do not apply throughout Spanish territory will not be taken into account. |
c) | Order 1045/2014 established the relevant parameters applicable to each IT-category. Therefore, to ascertain the total amount of the Specific Remuneration applicable to a particular installation it is necessary to (i) identify the applicable IT-category and (ii) integrate in the Specific Remuneration formula set forth in RD 413/2014 the economic parameters established by Order 1045/2014 for the relevant IT-category and the relevant update regulation (i.e., Order 171/2020). |
d) | The Specific Remuneration is calculated for regulatory periods of six years, each divided into two regulatory semi-periods of three years. The first Regulatory Period commenced July 14, 2013 and terminated on December 31, 2019. The second Regulatory Period commenced January 1, 2020 and terminates December 31, 2025 (the corresponding first Regulatory Semi-Period ends December 31, 2022). |
e) | The Specific Remuneration is designed to ensure a “reasonable rate of return” or profitability that during the first regulatory period (i.e., until December 2019) shall be equivalent to a Spanish 10-year sovereign bond calculated as the average of stock price in the stock markets during the months of April, May and June 2013, increased by 300 basis points (7.398% for plants prior to RDL 9/2013). RDL 17/2019 has fixed the reasonable rate of return for the second Regulatory Period at 7.09%. However, for plants prior to RDL the reasonable rate of return will remain at 7.398% if the conditions set forth in RDL 17/2019 are met (mainly to withdraw from any arbitration procedure, or to renounce any compensation, in connection with the regulatory changes in Spain that modified the remuneration regime). |
f) | Pursuant to RD 413/2014, the revenues from the Specific Remuneration are set based on the number of operating hours reached by the installation in a given year and adjusted to electricity market price deviations. Furthermore, the economic parameters of the Specific Remuneration might be reviewed by the Spanish government at the end of a regulatory period or semi-period, however the standard value of the initial investment and the useful regulatory life will remain unchanged for the entire Regulatory Useful Life of the installation, as determined by Order 1045/2014. |
a. | Tamar has committed to supply natural gas to Dorad in an aggregate quantity of up to approximately 11.2 billion cubic meters (BCM), or the Total Contract Quantity, in accordance with the conditions set forth in the Tamar Agreement. |
b. | The Tamar Agreement will terminate on the earlier to occur of: (i) sixteen (16) years following the commencement of delivery of natural gas to the Dorad power plant or (ii) the date on which Dorad will consume the Total Contract Quantity in its entirety. Each of the parties to the Tamar Agreement has the right to extend the Tamar Agreement until the earlier of: (i) an additional year provided certain conditions set forth in the Tamar Agreement were met, or (ii) the date upon which Dorad consumes the Total Contract Quantity in its entirety. |
c. | Dorad has committed to purchase or pay for (“take or pay”) a minimum annual quantity of natural gas in a scope and in accordance with a mechanism set forth in the Tamar Agreement. The Tamar Agreement provides that if Dorad did not use the minimum quantity of gas as committed, it shall be entitled to consume this quantity every year during the three following years and this is in addition to the minimum quantity of gas Dorad is committed to. |
d. | The Tamar Agreement grants Dorad the option to reduce the minimum annual quantity so that it will not exceed 50% of the average annual gas quantity that Dorad will actually consume in the three years preceding the notice of exercise of the option, subject to adjustments set forth in the Tamar Agreement. The reduction of the minimum annual quantity will be followed by a reduction of the other contractual quantities set forth in the Tamar Agreement. The option described herein is exercisable during the period commencing as of the later of: (i) the end of the fifth year after the commencement of delivery of natural gas to Dorad in accordance with the Tamar Agreement or (ii) January 1, 2020, and ending on the later of: (i) the end of the seventh year after the commencement of delivery of natural gas to Dorad in accordance with the Tamar Agreement or (ii) December 31, 2022. In the event Dorad exercises this option, the quantity will be reduced at the end of a one year period from the date of the notice and until the termination of the Tamar Agreement. This option was exercised by Dorad (see below for additional details). |
e. | The natural gas price set forth in the Tamar Agreement is linked to the production tariff as determined from time to time by the Israeli Electricity Authority, which includes a “final floor price.” Any delays, disruptions, increases in the price of natural gas under the agreement, or shortages in the gas supply from Tamar will adversely affect Dorad’s results of operations. In addition, as future reductions in the production tariff will not affect the price of natural gas under the agreement with Tamar, Dorad’s profitability may be adversely affected. |
f. | Dorad may be required to provide Tamar with guarantees or securities in the amounts and subject to the conditions set forth in the Tamar Agreement. |
g. | The Tamar Agreement includes additional provisions and undertakings as customary in agreements of this type such as compensation mechanisms in the event of shortage in supply, the quality of the natural gas, limitation of liability, etc. |
h. | The Tamar Agreement provides that during an “interim period” (as such term is defined in the Tamar Agreement), the supply of the gas to Dorad will be subject to the quantities of the natural gas that will be available to Tamar at that time after supply of natural gas to other customers of Tamar with which contracts were signed for supply of natural gas prior to the signing of the agreement with Dorad. The Tamar Agreement further provides that the interim period will end when Tamar completes, should it ultimately complete, a project for expansion of the supply capacity of a system for treatment and transfer of natural gas from the Tamar reserve, subject to the fulfillment of preconditions detailed in the agreement. In April 2015, Dorad received a notification from Tamar whereby the “interim period” will begin on May 5, 2015. In November 2016, Dorad received notification from Tamar whereby the interim period will end on September 30, 2020. On January 22, 2020, Dorad received a notification from the partners in the Tamar license that the “interim period” will end on March 1, 2020. According to the notification and the terms of the Tamar Agreement, Tamar considers Dorad as a permanent customer commencing from the end of the “interim period”. |
Plant Title | Installed/ production Capacity | Location | Connection to Grid | Revenue in the year ended December 31, | Revenue in the year ended December 31, | |
“Groen Gas Goor” | 3 million Nm3 per year | Goor, the Netherlands | November 2017 | €3,394 | € | 3,207 |
“Groen Gas Oude-Tonge” | 3.8 million Nm3 per year, | Oude-Tonge, the Netherlands | June 2018 | €3,341 | € | 3,100 |
“Groen Gas Gelderland” | 7.5 million Nm3 per year1 | Gelderland, the Netherlands | April 2017 | €5,951 | €6,333 |
1. | This plant’s permit |
a. | Purchase of availability from a licensed private producer; |
b. | Payment for availability, start-ups and dynamic benefits; |
c. | The plant is required to be under the full control of the system manager (currently the IEC); |
d. | Capital and operational tariff for availability – including exchange rate linkage, indexes and interests; |
e. | During the first twenty years of its operation, the plant shall be entitled to capital and operational tariff set out in the tariff approval; |
f. | Bonuses and fines mechanism, based on standard technical operational parameters. |
C. | Organizational Structure |
D. | Property, Plants and Equipment |
PV Plant | Size of Property | Location | Owners of the PV Plants/Lands | |||
“Rinconada II” | 81,103 m² | Municipality of Córdoba, Andalusia, Spain | PV Plant owned by Ellomay Spain S.L. Land held by owners and leased to Ellomay Spain S.L. | |||
“Rodríguez I” | 65,600 m2 | Lorca Municipality, Murcia Region, Spain | PV Plant owned by Rodríguez I Parque Solar, S.L. Lease Agreement executed between the owners and Rodríguez I Parque Solar, S.L. | |||
“Rodríguez II” | 50,300 m2 | Lorca Municipality, Murcia Region, Spain | PV Plant owned by Rodríguez II Parque Solar, S.L. Lease Agreement executed between the owners and Rodríguez II Parque Solar, S.L. | |||
“Fuente Librilla” | 64,000 m2 | Fuente Librilla Municipality, Murcia Region, Spain | PV Plant owned by Seguisolar S.L. Lease Agreement executed between owners and Seguisolar S.L. | |||
“Talasol” | 6,040,000 m2 | Talavan (Cáceres) – Extremadura Region, Spain | PV Plant owned by Talasol. Lease Agreements executed with the Talavan Municipality, which owns the land | |||
“Talmei Yosef” | 164,000 m2 | Talmei Yosef, Israel | Lease Agreement executed with the entity that leased the property from the ILA. | |||
“Ellomay Solar” | 706,400 m2 | Talavan (Cáceres) – Extremadura Region, Spain | PV Plant owned by Ellomay Solar S.L.U. Lease Agreement executed between owners and Ellomay Solar S.L.U. |
A. | Operating Results |
For the year ended December 31, | ||||||||
2022 | 2021 | |||||||
€ in thousands (except per share data) | ||||||||
Revenues | 53,360 | 45,721 | ||||||
Operating expenses | (24,089 | ) | (17,590 | ) | ||||
Depreciation and amortization expenses | (16,092 | ) | (15,116 | ) | ||||
Gross profit | 13,179 | 13,015 | ||||||
Project development costs | (3,784 | ) | (2,508 | ) | ||||
General and administrative expenses | (5,892 | ) | (5,661 | ) | ||||
Share of profits of equity accounted investee | 1,206 | 117 | ||||||
Operating profit (loss) | 4,709 | 4,963 | ||||||
Financing income | 9,565 | 2,931 | ||||||
Financing income (expenses) in connection with derivatives, net | 605 | (841 | ) | |||||
Financing expenses | (12,636 | ) | (28,974 | ) | ||||
Financing expenses, net | (2,466 | ) | (26,884 | ) | ||||
Profit (loss) before taxes on income | 2,243 | (21,921 | ) | |||||
Tax benefit (taxes on income) | (2,103 | ) | 2,281 | |||||
Profit (loss) for the year | 140 | (19,640 | ) | |||||
Profit (loss) attributable to: | ||||||||
Owners of the Company | (357 | ) | (15,090 | ) | ||||
Non-controlling interests | 497 | (4,550 | ) | |||||
Profit (loss) for the year | 140 | (19,640 | ) | |||||
Other comprehensive income (loss) items | ||||||||
that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss: | ||||||||
Foreign currency translation differences for foreign operations | (7,829 | ) | 12,284 | |||||
Effective portion of change in fair value of cash flow hedges | (28,283 | ) | (13,429 | ) | ||||
Net change in fair value of cash flow hedges transferred to profit or loss | 821 | (3,353 | ) | |||||
Total other comprehensive loss, net of tax | (35,291 | ) | (4,498 | ) | ||||
Total other comprehensive income (loss) attributable to: | ||||||||
Owners of the Company | (19,920 | ) | 3,124 | |||||
Non-controlling interests | (15,371 | ) | (7,622 | ) | ||||
Total other comprehensive loss | (35,291 | ) | (4,498 | ) | ||||
Total comprehensive loss for the year | (35,151 | ) | (24,138 | ) | ||||
Total comprehensive loss for the year attributable to: | ||||||||
Owners of the Company | (20,277 | ) | (11,966 | ) | ||||
Non-controlling interests | (14,874 | ) | (12,172 | ) | ||||
Total comprehensive loss for the year | (35,151 | ) | (24,138 | ) | ||||
Loss per share | ||||||||
Basic loss per share | (0.03 | ) | (1.18 | ) | ||||
Diluted loss per share | (0.03 | ) | (1.18 | ) |
Year ended December 31, | 2022 vs. 2021 Change | |||||||||||||||
(Euro in thousands) | 2022 | 2021 | € | % | ||||||||||||
Spanish PV segment | 3,264 | 2,587 | 677 | 26.17 | ||||||||||||
Ellomay Solar PV segment | 3,597 | - | 3,597 | 100 | ||||||||||||
Talasol PV Segment | 32,740 | 29,432 | 3,308 | 11.24 | ||||||||||||
Israeli PV segment | 1,119 | 1,016 | 103 | 10.1 | ||||||||||||
Dorad segment | 62,813 | 51,630 | 11,183 | 21.66 | ||||||||||||
Netherlands biogas segment | 12,640 | 12,686 | (46 | ) | (0.36 | ) |
Year ended December 31, | 2021 vs. 2020 Change | |||||||||||||||
(Euro in thousands) | 2022 | 2021 | € | % | ||||||||||||
Spanish PV segment | 322 | 472 | (150 | ) | (31.78 | ) | ||||||||||
Ellomay Solar segment | 1,399 | - | 1,399 | 100 | ||||||||||||
Talasol segment | 8,764 | 6,305 | 2,459 | 39 | ||||||||||||
Israeli PV segment | 418 | 367 | 51 | 13.9 | ||||||||||||
Dorad segment | 47,442 | 39,175 | 8,267 | 21.1 | ||||||||||||
Netherlands biogas segment | 13,186 | 10,446 | 2,740 | 26.2 |
For the year ended December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Interest income and consumer price index in Israel in connection to concession project | 3,103 | 2,248 | ||||||
Interest income | 420 | 276 | ||||||
Consumer price index in Israel for loan | (909 | ) | - | |||||
Swap interest | - | - | ||||||
Profit from settlement of derivatives contract | - | 407 | ||||||
Change in fair value of derivatives, net | 605 | (841 | ) | |||||
Debentures interest and related expenses | (2,130 | ) | (3,220 | ) | ||||
Interest and commissions related to projects finance | (6,952 | ) | (5,589 | ) | ||||
Amortization of capitalized expenses related to projects finance | (275 | ) | (12,211 | ) | ||||
Interest on minority shareholder loan | (1,529 | ) | (2,055 | ) | ||||
Bank charges and other commissions | (471 | ) | (137 | ) | ||||
Interest on lease liability | (370 | ) | (367 | ) | ||||
Gain (loss) from exchange rate differences, net | 6,042 | (5,395 | ) | |||||
Total financing expenses, net | (2,466 | ) | (26,884 | ) |
Year ended December 31, | ||||||||
2022 | 2021 | |||||||
(Euro in thousands) | ||||||||
Profit (loss) for the year | 140 | (19,640 | ) | |||||
Financing expenses, net | 2,466 | 26,884 | ||||||
Taxes on income (tax benefit) | 2,103 | (2,281 | ) | |||||
Depreciation and amortization expenses | 16,092 | 15,116 | ||||||
EBITDA | 20,801 | 20,079 |
For the year ended December 31, | ||||||||
2021 | 2020 | |||||||
€ in thousands (except per share data) | ||||||||
Revenues | 45,721 | 9,645 | ||||||
Operating expenses | (17,590 | ) | (4,951 | ) | ||||
Depreciation and amortization expenses | (15,116 | ) | (2,975 | ) | ||||
Gross profit | 13,015 | 1,719 | ||||||
Project development costs | (2,508 | ) | (3,491 | ) | ||||
General and administrative expenses | (5,661 | ) | (4,512 | ) | ||||
Share of profits of equity accounted investee | 117 | 1,525 | ||||||
Other income, net | - | 2,100 | ||||||
Operating profit (loss) | 4,963 | (2,659 | ) | |||||
Financing income | 2,931 | 2,134 | ||||||
Financing income (expenses) in connection with derivatives, net | (841 | ) | 1,094 | |||||
Financing expenses | (28,974 | ) | (6,862 | ) | ||||
Financing expenses, net | (26,884 | ) | (3,634 | ) | ||||
Loss before taxes on income | (21,921 | ) | (6,293 | ) | ||||
Tax benefit | 2,281 | 125 | ||||||
Loss for the year | (19,640 | ) | (6,168 | ) | ||||
Loss attributable to: | ||||||||
Owners of the Company | (15,090 | ) | (4,627 | ) | ||||
Non-controlling interests | (4,550 | ) | (1,541 | ) | ||||
Loss for the year | (19,640 | ) | (6,168 | ) | ||||
Other comprehensive income (loss) items | ||||||||
that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss: | ||||||||
Foreign currency translation differences for foreign operations | 12,284 | (482 | ) | |||||
Effective portion of change in fair value of cash flow hedges | (13,429 | ) | 2,210 | |||||
Net change in fair value of cash flow hedges transferred to profit or loss | (3,353 | ) | 555 | |||||
Total other comprehensive income (loss), net of tax | (4,498 | ) | 2,283 | |||||
Total other comprehensive income (loss) attributable to: | ||||||||
Owners of the Company | 3,124 | 881 | ||||||
Non-controlling interests | (7,622 | ) | 1,402 | |||||
Total other comprehensive income (loss) | (4,498 | ) | 2,283 | |||||
Total comprehensive loss for the year | (24,138 | ) | (3,885 | ) | ||||
Total comprehensive loss for the year attributable to: | ||||||||
Owners of the Company | (11,966 | ) | (3,746 | ) | ||||
Non-controlling interests | (12,172 | ) | (139 | ) | ||||
Total comprehensive loss for the year | (24,138 | ) | (3,885 | ) | ||||
Loss per share | ||||||||
Basic loss per share | (1.18 | ) | (0.38 | ) | ||||
Diluted loss per share | (1.18 | ) | (0.38 | ) |
Year ended December 31, | 2021 vs. 2020 Change | |||||||||||||||
(Euro in thousands) | 2021 | 2020 | € | % | ||||||||||||
Spanish PV segment | 2,587 | 2,577 | 10 | 0.4 | ||||||||||||
Talasol PV Segment | 29,432 | - | 29,432 | 100 | ||||||||||||
Israeli PV segment | 1,016 | 1,066 | (50 | ) | 4.7 | |||||||||||
Dorad segment | 51,630 | 57,495 | (5,865 | ) | (10.2 | ) | ||||||||||
Netherlands biogas segment | 12,686 | 6,002 | 6,684 | 111.4 |
Year ended December 31, | 2021 vs. 2020 Change | |||||||||||||||
(Euro in thousands) | 2021 | 2020 | € | % | ||||||||||||
Spanish PV segment | 472 | 463 | 9 | 1.9 | ||||||||||||
Talasol Segment | 6,305 | - | 6,305 | 100 | ||||||||||||
Israeli PV segment | 367 | 379 | (12 | ) | (3.2 | ) | ||||||||||
Dorad segment | 39,175 | 44,489 | (5,314 | ) | (11.9 | ) | ||||||||||
Netherlands biogas segment | 10,446 | 4,109 | 6,337 | 154.2 |
For the year ended December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Interest income and consumer price index in Israel in connection to concession project | 2,248 | 1,423 | ||||||
Interest income | 276 | 553 | ||||||
Consumer price index in Israel for loan | - | 103 | ||||||
Swap interest | - | 55 | ||||||
Profit from settlement of derivatives contract | 407 | - | ||||||
Change in fair value of derivatives, net | (841 | ) | 1,094 | |||||
Debentures interest and related expenses | (3,220 | ) | (2,155 | ) | ||||
Interest and commissions related to projects finance | (5,589 | ) | (1,775 | ) | ||||
Amortization of capitalized expenses related to projects finance | (12,211 | ) | (48 | ) | ||||
Interest on minority shareholder loan | (2,055 | ) | (41 | ) | ||||
Bank charges and other commissions | (137 | ) | (230 | ) | ||||
Interest on lease liability | (367 | ) | (494 | ) | ||||
Loss from exchange rate differences, net | (5,395 | ) | (2,119 | ) | ||||
Total financing expenses, net | (26,884 | ) | (3,634 | ) |
Year ended December 31, | ||||||||
(Euro in thousands) | 2021 | 2020 | ||||||
Loss for the year | (19,640 | ) | (6,168 | ) | ||||
Financing expenses, net | 26,884 | 3,634 | ||||||
Tax benefit | (2,281 | ) | (125 | ) | ||||
Depreciation and amortization expenses | 15,116 | 2,975 | ||||||
EBITDA | 20,079 | 316 |
Year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
Appreciation (Devaluation) of the NIS against the euro | 1.7 | % | (9.6 | %) | 3.3 | % |
Year ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Appreciation (Devaluation) of the NIS against the euro | 6.6 | % | (10.8 | )% | 1.7 | % |
B. | Liquidity and Capital Resources |
The uses of the |
a. | in an amount of approximately €3.6 million, granted to Rodríguez I Parque Solar, S.L.U.; |
b. | in an amount of approximately €6 million, granted to Rodríguez II Parque Solar, S.L.U.; |
c. | in an amount of approximately €3 million, granted to Seguisolar, S.L.U.; |
d. | in an amount of approximately €5 million, granted to Ellomay Spain, S.L.; and |
e. | a revolving credit facility to attend the debt service if needed, for a maximum amount of €0.8 million granted to any of the Spanish Subsidiaries. |
a. | a loan in the aggregate amount of approximately NIS 80 million provided during 2013 through 2014, linked to the Israeli CPI and bearing an average annual interest of approximately 4.65%. This loan is payable (principal and interest) every six months commencing June 30, 2014. The final maturity date is December 31, 2031; and |
b. | a loan in the aggregate amount of approximately NIS 25 million provided during 2014, linked to the Israeli CPI and bearing an annual interest of approximately 4.52%. This loan is payable (principal and interest) every six months commencing June 30, 2015 through June 30, 2028. |
a. | Our |
b. | The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of cash and cash equivalents and short-term investments and net of financing of projects, including hedging transactions in connection with such financing, of our subsidiaries, or, together, the Series C Net Financial Debt, to (b) our |
c. | The ratio of (a) our Series C Net Financial Debt, to (b) our earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from our operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, based on the aggregate four preceding quarters, or our Series C Adjusted EBITDA, to which we refer to herein as the Series C Ratio of Net Financial Debt to Series C Adjusted EBITDA, shall not be higher than 12 for purposes of the immediate repayment provision and shall not be higher than 10 for purposes of the update of the annual interest |
a. | Our Adjusted Balance Sheet Equity (as such term is defined in the Series D Deed of Trust, which, among other exclusions, excludes changes in the fair value of hedging transactions of electricity prices, such as the Talasol PPA), on a consolidated basis, shall not be less than €70 million for two consecutive quarters for purposes of the immediate repayment provision and shall not be less than €75 for purposes of the update of the annual interest provision; |
b. | The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations provided by entities who are in the business of lending money (excluding financing of projects and other exclusions as set forth in the Series D Deed of Trust), net of cash and cash equivalents, short-term investments, deposits, financial funds and negotiable securities, to the extent that these are not restricted (with the exception of a restriction for the purpose of securing any financial debt according to this definition), or, together, the Series D Net Financial Debt, to (b) our Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series D Net Financial Debt, or our Series D CAP, Net, to which we refer herein as the Series D Ratio of Net Financial Debt to Series D CAP, Net, shall not exceed the rate of 68% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes of the update of the annual interest provision; and |
c. | The ratio of (a) our Series D Net Financial Debt, to (b) our earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from our operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date occurred in the four quarters that preceded the test date will be calculated based on Annual Gross Up (as such terms are defined in the Series D Deed of Trust), based on the aggregate four preceding quarters, or our Series D Adjusted EBITDA, to which we refer to herein as the Series D Ratio of Net Financial Debt to Series D Adjusted EBITDA, shall not be higher than 14 for three consecutive quarters for purposes of the immediate repayment provision and shall not be higher than 12 for purposes of the update of the annual interest provision. |
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2020 | 2022 | 2021 | |||||||||||||||||||
euro | Convenience Translation into US$* | Euro in thousands | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Net cash provided by (used in) operating activities | (5,826 | ) | 3,712 | 6,590 | (7,148 | ) | ||||||||||||||||||
Net cash provided by operating activities | 11,320 | 16,112 | ||||||||||||||||||||||
Net cash used in investing activities | (112,135 | ) | (68,862 | ) | (5,795 | ) | (137,564 | ) | (28,181 | ) | (105,497 | ) | ||||||||||||
Net cash provided by financing activities | 141,637 | 72,518 | 12,258 | 173,759 | 26,510 | 54,196 | ||||||||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | (1,340 | ) | 259 | (133 | ) | (1,646 | ) | (4,420 | ) | 9,573 | ||||||||||||||
Increase in cash and cash equivalents | 22,332 | 7,627 | 12,920 | 27,401 | ||||||||||||||||||||
Increase (decrease) in cash and cash equivalents | 5,229 | (25,616 | ) | |||||||||||||||||||||
Cash and cash equivalents at the beginning of the year | 44,509 | 36,882 | 23,962 | 54,603 | 41,229 | 66,845 | ||||||||||||||||||
Cash and cash equivalents at the end of the year | 66,845 | 44,509 | 36,882 | 82,004 | 46,458 | 41,229 |
C. | Research and Development, Patents and Licenses, etc. |
D. | Trend Information |
E. | Critical Accounting Estimates |
Recoverable amount of cash generating unit |
Payments due by period (in thousands of euro) | ||||||||||||||||||||
Contractual Obligations* | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | more than 5 years | |||||||||||||||
Long-term loans (including current maturities)(1) | 263,112 | 20,896 | 34,645 | 32,594 | 174,977 | |||||||||||||||
Debentures (including current maturities)(1) | 91,431 | 13,502 | 33,368 | 44,561 | - | |||||||||||||||
Lease liability | 28,910 | 1,051 | 1,941 | 1,799 | 24,119 | |||||||||||||||
SWAP contracts | 9,570 | 1,378 | 2,490 | 2,109 | 3,593 | |||||||||||||||
Currency SWAP | 132 | (12 | ) | 63 | 81 | - | ||||||||||||||
Total | 393,155 | 36,815 | 72,507 | 81,144 | 202,689 |
A. | Directors and Senior Management |
Name | Age | Position with Ellomay | ||
Shlomo Nehama(1)(2) | 68 | Chairman of the Board of Directors | ||
Ran Fridrich(1)(2) | 70 | Director and Chief Executive Officer | ||
Anita Leviant(1)(3)(4) | 68 | Director | ||
Ehud Gil(1) | 48 | Director | ||
Dr. Michael J. Anghel(3)(4)(5) | 84 | Director | ||
Daniel Vaknin(3)(4)(5) | 67 | Director | ||
Kalia | 44 | Chief Financial Officer | ||
Ori Rosenzweig | 46 | Chief Investment Officer | ||
Yehuda Saban | 44 | Director of Operations for Israel and EVP of Business Development |
(1) |
(2) | Provides management services to the Company pursuant to the Management Services Agreement (See “Item 6.B: Compensation”). |
(3) | Independent Director pursuant to the NYSE American LLC rules. |
(4) | Member of our Audit and Compensation Committees. |
(5) | External Director pursuant to the Companies Law. |
B. | Compensation |
Salary(1) | Management Fees | Bonus | Share-Based Payment | Total | Salary(1) | Management/Consulting Fees | Bonus(4) | Share-Based Payment(2) | Total | ||||||||||||||||||||||||||||||
Name and Position | (euro in thousands) | (euro in thousands) | |||||||||||||||||||||||||||||||||||||
Shlomo Nehama, Chairman of the Board | - | 175 | (2) | - | - | 175 | (2) | - | 418 | (3) | - | - | 418 | (3) | |||||||||||||||||||||||||
Ran Fridrich, CEO and Director | - | 175 | (2)(3) | - | - | 175 | (2)(3) | - | 542 | (3) | - | - | 542 | (3) | |||||||||||||||||||||||||
Yehuda Saban, Director of Operations for Israel and EVP of Business Development | 249 | - | 69 | - | 318 | - | 249 | - | 23 | 272 | |||||||||||||||||||||||||||||
Kalia Weintraub, Chief Financial Officer | 244 | - | 59 | - | 303 | ||||||||||||||||||||||||||||||||||
Kalia Rubenbach, Chief Financial Officer | 303 | - | 78 | 23 | 404 | ||||||||||||||||||||||||||||||||||
Ori Rosenzweig, Chief Investment Officer | 259 | - | - | - | 259 | 298 | - | 137 | 23 | 458 |
1. | Salary and related benefits are paid to our executive officers in NIS. Salary as reported herein includes the recipient’s gross salary plus payment of social and other benefits made by us to or on behalf of the recipient. Such benefits may include, to the extent applicable, payments, contributions and/or allocations for education funds, pension funds, managers’ insurance, severance, risk insurances (e.g., life, or work disability insurance), social security, tax gross-up payments, vacation, car, phone, convalescence pay and other benefits and perquisites consistent with our policies. |
2. | Represents the share-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2022, based on the Share-based Compensation fair value, calculated in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 1 to our annual financial statements. |
3. | Such amounts are paid pursuant to the terms of the Management Services |
a. | With respect to our chief executive officer, a controlling shareholder or a relative of a controlling shareholder, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with the “special majority” described above (in that order). Subject to certain conditions, the Israeli Companies Law provides an exemption from the shareholder approval requirement in connection with the approval of the Terms of Service and Employment of a CEO candidate. |
b. | With respect to a director, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with a regular majority (in that order). |
c. | With respect to any other office holder, approval is required by the compensation committee and the board of directors (in that order); however, in the event of an update of existing Terms of Service and Employment, which the Compensation Committee confirms is not material, the approval of the compensation committee is sufficient. |
C. | Board Practices |
a. | monetary liability imposed on the office holder in favor of a third party by a judgment, including a settlement or a decision of an arbitrator which is given the force of a judgment by court order; |
b. | reasonable litigation expenses, including legal fees, incurred by the office holder as a result of an investigation or proceeding instituted against such office holder by a competent authority, which investigation or proceeding has ended without the filing of an indictment or in the imposition of financial liability in lieu of a criminal proceeding, or has ended in the imposition of a financial obligation in lieu of a criminal proceeding for an offence that does not require proof of criminal intent (the phrases “proceeding that has ended without the filing of an indictment” and “financial obligation in lieu of a criminal proceeding” shall have the meanings ascribed to such phrases in Section 260(a)(1a) of the Companies Law) or in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52[54](a)(1)(a) of the Securities Law, and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law or in connection with Article D of Chapter Four of Part Nine of the Companies Law, including reasonable legal expenses, which term includes attorney fees; |
c. | reasonable litigation expenses, including legal fees, which the office holder has incurred or is obliged to pay by the court in proceedings commenced against him by the Company or in its name or by any other person, or pursuant to criminal charges of which he is acquitted or criminal charges pursuant to which he is convicted of an offence which does not require proof of criminal intent; and |
d. | Expenses, including reasonable legal fees, including attorney fees, incurred by the office holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law, 1988, as amended, or the Restrictive Trade Practices Law. |
C. | Research and Development, Patents and Licenses, etc. |
D. | Trend Information |
E. | Critical Accounting Estimates |
Recoverable amount of cash generating unit |
A. | Directors and Senior Management |
Name | Age | Position with Ellomay |
Shlomo Nehama(1)(2) | 68 | Chairman of the Board of Directors |
Ran Fridrich(1)(2) | 70 | Director and Chief Executive Officer |
Anita Leviant(1)(3)(4) | 68 | Director |
Ehud Gil(1) | 48 | Director |
Dr. Michael J. Anghel(3)(4)(5) | 84 | Director |
Daniel Vaknin(3)(4)(5) | 67 | Director |
Kalia Rubenbach | 44 | Chief Financial Officer |
Ori Rosenzweig | 46 | Chief Investment Officer |
Yehuda Saban | 44 | Director of Operations for Israel and EVP of Business Development |
(1) | Election supported by certain of our major shareholders pursuant to the Shareholders Agreement, dated as of March 24, 2008, between S. Nechama Investments(2008) Ltd. and Kanir Joint Investments (2005) Limited Partnership (See “Item 7.A: Major Shareholders”). |
(2) | Provides management services to the Company pursuant to the Management Services Agreement (See “Item 6.B: Compensation”). |
(3) | Independent Director pursuant to the NYSE American LLC rules. |
(4) | Member of our Audit and Compensation Committees. |
(5) | External Director pursuant to the Companies Law. |
B. | Compensation |
Name of Beneficial Owner | Number of Shares Beneficially Held (1) | Percent of Class | ||||||
Shlomo Nehama(2)(4) | 3,588,577 | 27.9 | % | |||||
Ran Fridrich(3)(4) | 2,605,845 | 20.3 | % | |||||
Ehud Gil(3)(4) | 2,605,845 | 20.3 | % | |||||
Anita Leviant(6) | 3,000 | * | ||||||
Dr. Michael J. Anghel(6) | 1,500 | * | ||||||
Daniel Vaknin | - | - | ||||||
Kalia Weintraub | - | - | ||||||
Ori Rosenzweig(6) | 3,290 | * | ||||||
Yehuda Saban | - | - |
|
|
|
Salary(1) | Management/Consulting Fees | Bonus(4) | Share-Based Payment(2) | Total | ||||||||||||||||
Name and Position | (euro in thousands) | |||||||||||||||||||
Shlomo Nehama, Chairman of the Board | - | 418 | (3) | - | - | 418 | (3) | |||||||||||||
Ran Fridrich, CEO and Director | - | 542 | (3) | - | - | 542 | (3) | |||||||||||||
Yehuda Saban, Director of Operations for Israel and EVP of Business Development | - | 249 | - | 23 | 272 | |||||||||||||||
Kalia Rubenbach, Chief Financial Officer | 303 | - | 78 | 23 | 404 | |||||||||||||||
Ori Rosenzweig, Chief Investment Officer | 298 | - | 137 | 23 | 458 |
1. | Salary and related benefits are paid to our executive officers in NIS. Salary as reported herein includes the recipient’s gross salary plus payment of social and other benefits made by us to or on behalf of the recipient. Such benefits may include, to the extent applicable, payments, contributions and/or allocations for education funds, pension funds, managers’ insurance, severance, risk insurances (e.g., life, or work disability insurance), social security, tax gross-up payments, vacation, car, phone, convalescence pay and other benefits and perquisites consistent with our policies. |
2. | Represents the share-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2022, based on the Share-based Compensation fair value, calculated in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 1 to our annual financial statements. |
3. | Such amounts are paid pursuant to the terms of the Management Services Agreement. For additional information, see “Management Services Agreement” below. |
4. | Bonus consists of amounts paid during 2022 in connection with 2021. |
a. | With respect to our chief executive officer, a controlling shareholder or a relative of a controlling shareholder, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with the “special majority” described above (in that order). Subject to certain conditions, the Israeli Companies Law provides an exemption from the shareholder approval requirement in connection with the approval of the Terms of Service and Employment of a CEO candidate. |
b. | With respect to a director, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with a regular majority (in that order). |
c. | With respect to any other office holder, approval is required by the compensation committee and the board of directors (in that order); however, in the event of an update of existing Terms of Service and Employment, which the Compensation Committee confirms is not material, the approval of the compensation committee is sufficient. |
C. | Board Practices |
a. | monetary liability imposed on the office holder in favor of a third party by a judgment, including a settlement or a decision of an arbitrator which is given the force of a judgment by court order; |
b. | reasonable litigation expenses, including legal fees, incurred by the office holder as a result of an investigation or proceeding instituted against such office holder by a competent authority, which investigation or proceeding has ended without the filing of an indictment or in the imposition of financial liability in lieu of a criminal proceeding, or has ended in the imposition of a financial obligation in lieu of a criminal proceeding for an offence that does not require proof of criminal intent (the phrases “proceeding that has ended without the filing of an indictment” and “financial obligation in lieu of a criminal proceeding” shall have the meanings ascribed to such phrases in Section 260(a)(1a) of the Companies Law) or in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52[54](a)(1)(a) of the Securities Law, and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law or in connection with Article D of Chapter Four of Part Nine of the Companies Law, including reasonable legal expenses, which term includes attorney fees; |
c. | reasonable litigation expenses, including legal fees, which the office holder has incurred or is obliged to pay by the court in proceedings commenced against him by the Company or in its name or by any other person, or pursuant to criminal charges of which he is acquitted or criminal charges pursuant to which he is convicted of an offence which does not require proof of criminal intent; and |
d. | Expenses, including reasonable legal fees, including attorney fees, incurred by the office holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law, 1988, as amended, or the Restrictive Trade Practices Law. |
C. | Research and Development, Patents and Licenses, etc. |
D. | Trend Information |
E. | Critical Accounting Estimates |
Recoverable amount of cash generating unit |
A. | Directors and Senior Management |
Name | Age | Position with Ellomay |
Shlomo Nehama(1)(2) | 68 | Chairman of the Board of Directors |
Ran Fridrich(1)(2) | 70 | Director and Chief Executive Officer |
Anita Leviant(1)(3)(4) | 68 | Director |
Ehud Gil(1) | 48 | Director |
Dr. Michael J. Anghel(3)(4)(5) | 84 | Director |
Daniel Vaknin(3)(4)(5) | 67 | Director |
Kalia Rubenbach | 44 | Chief Financial Officer |
Ori Rosenzweig | 46 | Chief Investment Officer |
Yehuda Saban | 44 | Director of Operations for Israel and EVP of Business Development |
(1) | Election supported by certain of our major shareholders pursuant to the Shareholders Agreement, dated as of March 24, 2008, between S. Nechama Investments(2008) Ltd. and Kanir Joint Investments (2005) Limited Partnership (See “Item 7.A: Major Shareholders”). |
(2) | Provides management services to the Company pursuant to the Management Services Agreement (See “Item 6.B: Compensation”). |
(3) | Independent Director pursuant to the NYSE American LLC rules. |
(4) | Member of our Audit and Compensation Committees. |
(5) | External Director pursuant to the Companies Law. |
B. | Compensation |
Salary(1) | Management/Consulting Fees | Bonus(4) | Share-Based Payment(2) | Total | ||||||||||||||||
Name and Position | (euro in thousands) | |||||||||||||||||||
Shlomo Nehama, Chairman of the Board | - | 418 | (3) | - | - | 418 | (3) | |||||||||||||
Ran Fridrich, CEO and Director | - | 542 | (3) | - | - | 542 | (3) | |||||||||||||
Yehuda Saban, Director of Operations for Israel and EVP of Business Development | - | 249 | - | 23 | 272 | |||||||||||||||
Kalia Rubenbach, Chief Financial Officer | 303 | - | 78 | 23 | 404 | |||||||||||||||
Ori Rosenzweig, Chief Investment Officer | 298 | - | 137 | 23 | 458 |
1. | Salary and related benefits are paid to our executive officers in NIS. Salary as reported herein includes the recipient’s gross salary plus payment of social and other benefits made by us to or on behalf of the recipient. Such benefits may include, to the extent applicable, payments, contributions and/or allocations for education funds, pension funds, managers’ insurance, severance, risk insurances (e.g., life, or work disability insurance), social security, tax gross-up payments, vacation, car, phone, convalescence pay and other benefits and perquisites consistent with our policies. |
2. | Represents the share-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2022, based on the Share-based Compensation fair value, calculated in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 1 to our annual financial statements. |
3. | Such amounts are paid pursuant to the terms of the Management Services Agreement. For additional information, see “Management Services Agreement” below. |
4. | Bonus consists of amounts paid during 2022 in connection with 2021. |
a. | With respect to our chief executive officer, a controlling shareholder or a relative of a controlling shareholder, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with the “special majority” described above (in that order). Subject to certain conditions, the Israeli Companies Law provides an exemption from the shareholder approval requirement in connection with the approval of the Terms of Service and Employment of a CEO candidate. |
b. | With respect to a director, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with a regular majority (in that order). |
c. | With respect to any other office holder, approval is required by the compensation committee and the board of directors (in that order); however, in the event of an update of existing Terms of Service and Employment, which the Compensation Committee confirms is not material, the approval of the compensation committee is sufficient. |
C. | Board Practices |
a. | monetary liability imposed on the office holder in favor of a third party by a judgment, including a settlement or a decision of an arbitrator which is given the force of a judgment by court order; |
b. | reasonable litigation expenses, including legal fees, incurred by the office holder as a result of an investigation or proceeding instituted against such office holder by a competent authority, which investigation or proceeding has ended without the filing of an indictment or in the imposition of financial liability in lieu of a criminal proceeding, or has ended in the imposition of a financial obligation in lieu of a criminal proceeding for an offence that does not require proof of criminal intent (the phrases “proceeding that has ended without the filing of an indictment” and “financial obligation in lieu of a criminal proceeding” shall have the meanings ascribed to such phrases in Section 260(a)(1a) of the Companies Law) or in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52[54](a)(1)(a) of the Securities Law, and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law or in connection with Article D of Chapter Four of Part Nine of the Companies Law, including reasonable legal expenses, which term includes attorney fees; |
c. | reasonable litigation expenses, including legal fees, which the office holder has incurred or is obliged to pay by the court in proceedings commenced against him by the Company or in its name or by any other person, or pursuant to criminal charges of which he is acquitted or criminal charges pursuant to which he is convicted of an offence which does not require proof of criminal intent; and |
d. | Expenses, including reasonable legal fees, including attorney fees, incurred by the office holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law, 1988, as amended, or the Restrictive Trade Practices Law. |
D. | Employees |
E. | Share Ownership |
Name of Beneficial Owner | Number of Shares Beneficially Held (1) | Percent of Class | ||||||
Shlomo Nehama(2)(4) | 3,588,577 | 27.9 | % | |||||
Ran Fridrich(3)(4) | 2,605,845 | 20.3 | % | |||||
Ehud Gil(5) | 1,666 | * | ||||||
Anita Leviant(5) | 4,000 | * | ||||||
Dr. Michael J. Anghel(5) | 3,500 | * | ||||||
Daniel Vaknin(5) | 1,583 | * | ||||||
Kalia Rubenbach | 3,000 | * | ||||||
Ori Rosenzweig | 3,000 | * | ||||||
Yehuda Saban | 3,000 | * | ||||||
All directors and executive officers as a group | 6,194,422 | 48.3 | % |
1. | As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from March 31, 2023 through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 12,852,585 ordinary shares outstanding as of March 31, 2023. This number of outstanding ordinary shares does not include a total of 258,046 ordinary shares held at that date as treasury shares under Israeli law, all of which were repurchased by us. For so long as such treasury shares are owned by us they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to our shareholders nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of our shareholders. |
2. | According to information provided by the holders, the 3,588,577 ordinary shares beneficially owned by Mr. Nehama consist of: (i) 3,123,604 ordinary shares held by Nechama Investments, an Israeli company, which constitute approximately 24.3% of our outstanding ordinary shares, and (ii) 464,973 ordinary shares held directly by Mr. Nehama, which constitute approximately 3.6% of our outstanding ordinary shares. Mr. Nehama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any ordinary shares beneficially owned by Nechama Investments, which constitute (together with the shares held directly by him) approximately 27.9% of our outstanding ordinary shares. |
3. | The 2,605,845 ordinary shares beneficially owned by Mr. Fridrich consist of ordinary shares held by Kanir, which constitute approximately 20.3% of our outstanding share capital. Mr. Fridrich is one of two board members and a shareholder of Kanir Investments Ltd., or Kanir Ltd., the general partner in Kanir, and by virtue of his position with Kanir Ltd. may be deemed to indirectly beneficially own the ordinary shares beneficially owned by Kanir. Mr. Fridrich disclaims beneficial ownership of the shares held by Kanir, except to the extent of his pecuniary interest therein, if any. |
4. | By virtue of the 2008 Shareholders Agreement between Nechama Investments and Kanir (see “Item 7.A: Major Shareholders”), Mr. Nehama, Nechama Investments, Kanir and Mr. Fridrich may be deemed to be members of a group that holds shared voting power with respect to 5,729,449 ordinary shares, which constitute approximately 44.6% of our outstanding ordinary shares, and holds shared dispositive power with respect to 5,232,201 ordinary shares, which constitute 40.7% of our outstanding ordinary shares. Accordingly, taking into account the shares directly held by Mr. Nehama, he may be deemed to beneficially own approximately 48.2% of our outstanding ordinary shares. Mr. Nehama and Nechama Investments both disclaim beneficial ownership of the ordinary shares beneficially owned by Kanir and Kanir Ltd., Kanir and Mr. Fridrich disclaim beneficial ownership of the shares held by Nechama Investments. |
5. | (i) Ehud Gil holds currently exercisable options to purchase 1,666 ordinary shares with expiration dates ranging from December 17, 2030 to August 1, 2031 and exercise prices per share ranging between $28.5 - $34.44, (ii) Anita Leviant holds currently exercisable options to purchase 4,000 ordinary shares with expiration dates ranging from August 1, 2028 to August 1, 2031 and exercise prices per share ranging between $8.95 - $28.5, (iii) Dr. Michael J. Anghel holds currently exercisable options to purchase 3,500 ordinary shares with an expiration dates ranging from January 24, 2029 to August 1, 2031 and exercise prices per share ranging between $8.41 - $28.5, and (iv) Daniel Vaknin holds currently exercisable options to purchase 1,583 ordinary shares with expiration dates ranging between December 30, 2030 and August 1, 2031 and exercise prices per share ranging between $28.5 - and $34.3. |
A. | Major Shareholders |
Ordinary Shares Beneficially Owned(1) | Percentage of Ordinary Shares Beneficially Owned | Ordinary Shares Beneficially Owned(1) | Percentage of Ordinary Shares Beneficially Owned | |||||||||||||
Shlomo Nehama (2)(5)(6) | 3,588,577 | 27.9 | % | |||||||||||||
Shlomo Nehama (2)(4)(5) | 3,588,577 | 27.9 | % | |||||||||||||
Kanir Joint Investments (2005) Limited Partnership | 2,605,845 | 20.3 | % | 2,605,845 | 20.3 | % | ||||||||||
Yelin Lapidot Holdings Management Ltd.(7) | 1,456,332 | 11.3 | % | |||||||||||||
Yelin Lapidot Holdings Management Ltd.(6) | 1,741,299 | 13.5 | % | |||||||||||||
Clal Insurance Enterprises Holdings Ltd. | 1,137,678 | 8.9 | % | 1,422,498 | 11 | % |
(1) | As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security as determined pursuant to Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from March |
(2) | The 3,588,577 ordinary shares beneficially owned by Mr. Nehama consist of: (i) 3,123,604 ordinary shares held by Nechama Investments, which constitute approximately 24.3% of our outstanding ordinary shares and (ii) 464,973 ordinary shares and held directly by Mr. Nehama, which constitute approximately 3.6% of our outstanding ordinary shares. Mr. Nehama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any ordinary shares owned by Nechama Investments, which constitute (together with his shares) approximately 27.9% of our outstanding ordinary shares. |
(3) | Kanir is an Israeli limited partnership. Kanir Ltd., in its capacity as the general partner of Kanir, has the voting and dispositive power over the ordinary shares directly beneficially owned by Kanir. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the ordinary shares beneficially owned by Kanir. |
(4) | By virtue of the 2008 Shareholders Agreement, Mr. Nehama, Nechama Investments, Kanir, Kanir Ltd., and Messrs. Fridrich and Gil may be deemed to be members of a group that holds shared voting power with respect to 5,729,449 ordinary shares, which constitute approximately 44.6% of our outstanding ordinary shares, and holds shared dispositive power with respect to 5,232,201 ordinary shares, which constitute |
(5) |
The information included in this table concerning the beneficial ownership of Nechama Investments, Kanir, Kanir Ltd., |
Based on a Schedule 13G/A submitted on February |
Based on a Schedule 13G/A submitted on February |
B. | Related Party Transactions |
• | Monthly Salary – Mr. Asaf Nehama will receive a gross monthly salary of NIS 7,000 and a monthly lump sum payment for overtime in the amount of NIS 5,000 (the monthly gross salary together with the monthly lump sum for overtime (i.e. NIS 12,000, or currently approximately $3,490), the Salary). |
• | Social and Ancillary Benefits – Mr. Asaf Nehama will be entitled to all social benefits and rights as required under applicable law (pension, severance pay, convalescence pay, etc.) and as customary in the Company, all based on his Salary. Mr. Asaf Nehama will be subject to the provisions of Section 14 of the Severance Pay Law, 5723-1963. Mr. Asaf Nehama will be entitled to sick leave under law and will be able to use the sick days as customary in the Company. The Company will deposit an amount equal to 7.5% of the Salary to an advanced study fund per Mr. Asaf Nehama’s selection and shall deduct from his Salary an amount equal to 2.5% of the Salary that shall be deposited in said advanced study fund as the employee’s share, as customary in the Company. |
• | Vacation – Mr. Asaf Nehama will be entitled to paid vacation days as determined under the Israeli Annual Vacation Law, 1951 plus two (2) days per year (pro rata) and will be entitled to transfer from year to year up to 15 vacation days. |
• | Reimbursement of Expenses – Mr. Asaf Nehama shall be entitled to reimbursement of expenses, travel expenses and meal expenses based on the policies and amounts as customary in the Company, currently travel expenses in the amount of NIS 300 per month and meal expenses in the amount of NIS 900 per month. |
• | Termination of Employment – the notice period during the first six months of employment will be pursuant to the Israeli Prior Notice of Termination Law, 2001 and thereafter 30 days, as customary in the Company. |
C. | Interests of Experts and Counsel |
A. | Consolidated Statements and Other Financial Information. |
B. | Significant Changes |
A. | Offer and Listing Details |
B. | Plan of Distribution |
C. | Markets |
D. | Selling Shareholders |
E. | Dilution |
F. | Expenses of the Issue |
A. | Share Capital |
B. | Memorandum of Association and Second Amended and Restated Articles |
a. | any amendment to the articles; |
b. | an increase in the company’s authorized share capital; |
c. | a merger; or |
d. | approval of related party transactions that require shareholder approval. |
C. | Material Contracts |
D. | Exchange Controls |
E. | Taxation |
a. | tax-exempt entities or any individual retirement account or Roth IRA; |
b. | banks and other financial institutions; |
c. | insurance companies; |
d. | real estate investment trusts and regulated investment companies; |
e. | broker-dealers; |
f. | traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; |
g. | persons liable for alternative minimum tax; |
h. | “U.S. shareholders” (as defined in Code Section 951(b), generally persons owning directly, indirectly or constructively at least 10% of our shares by vote or value); |
i. | persons that hold ordinary shares as part of a straddle, hedge, conversion transaction or other integrated transaction; |
j. | U.S. expatriates; |
k. | persons whose functional currency is not the U.S. dollar; |
l. | persons that are residents of or have a permanent establishment in a jurisdiction outside
If a partnership (including for this purpose any entity treated as a partnership for U.S. tax purposes) is a beneficial owner of our ordinary shares, the U.S. tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder of our ordinary shares that is a partnership and partners in such partnership should consult their individual tax advisors about the U.S. federal income tax consequences of holding and disposing of our ordinary shares. This summary does not address any aspect of United States federal gift or estate tax or state, local or foreign tax laws. ACCORDINGLY, PERSONS CONSIDERING THE PURCHASE OF ORDINARY SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF UNITED STATES FEDERAL TAX LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICULAR SITUATIONS. For purposes of this discussion, a “U.S. Holder” is any beneficial owner of our ordinary shares that, for U.S. federal income tax purposes, is:
198
Taxation of U.S. Holders Distributions on Ordinary Shares. Subject to the discussion in “Passive Foreign Investment Company” below, distributions made by us with respect to ordinary shares generally will constitute dividends for federal income tax purposes and will be taxable to a U.S. Holder as a dividend to the extent of our undistributed current or accumulated earnings and profits (as determined for United States federal income tax purposes). Distributions in excess of our current and accumulated earnings and profits will be treated first as a nontaxable return of capital reducing the U.S. Holder’s tax basis in the ordinary shares, thus increasing the amount of any gain (or reducing the amount of any loss) which might be realized by such U.S. Holder upon the sale or exchange of such ordinary shares. Any such distributions in excess of the U.S. Holder’s tax basis in the ordinary shares will be treated as gain from the sale or exchange of our ordinary shares. Dividends paid by us generally will not be eligible for the dividends received deduction available to certain corporate U.S. Holders. With respect to non-corporate U.S. Holders, dividends may qualify as “qualified dividend income” which is eligible for reduced rates of taxation provided that (1) we are eligible for the benefits of the income tax treaty between the United States and Israel or with respect to any dividend paid on shares which are readily tradable on an established securities market in the United States; (2) we are not a PFIC (as defined below) for either the taxable year in which the dividend was paid or the preceding taxable year; (3) the U.S. Holder satisfies certain holding period requirements; and (4) the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. A corporate U.S. Holder (and a non-corporate U.S. Holder that fails to satisfy the applicable holding period requirements) is taxable at ordinary rates on dividends received. A dividend paid in New Israeli Shekel will be included in gross income in a U.S. dollar amount based on the NIS/U.S. dollar exchange rate in effect on the date the dividend is included in the income of the U.S. Holder, regardless of whether the payment, in fact, is converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in the gross income of a U.S. Holder through the date that payment is converted into U.S. dollars (or otherwise disposed of) will be treated as U.S. source ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Subject to certain conditions and limitations, any Israeli withholding tax imposed upon distributions which constitute dividends under United States federal income tax law will be eligible for credit against a U.S. Holder’s federal income tax liability. Alternatively, a U.S. Holder may claim a deduction for such amount, but only for a year in which a U.S. Holder elects to do so with respect to all foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed with respect to our ordinary shares will generally constitute “passive income.” 199 Sale or Exchange of Ordinary Shares. Subject to the discussion in “Passive Foreign Investment Company” below, a U.S. Holder of ordinary shares generally will recognize capital gain or loss upon the sale or exchange of the ordinary shares measured by the difference between the amount realized and the U.S. Holder’s tax basis in the ordinary shares. Any such capital gain will be long-term capital gain or loss if the U.S. Holder’s holding period in our ordinary shares is more than one year. Subject to the discussion in “Medicare Tax” below, tax rates for the long-term capital gain to an individual U.S. Holder will be Medicare Tax. Subject to specific requirements, certain U.S. Holders will be subject to a 3.8% Medicare tax (in addition to otherwise applicable federal income tax) on their investment income and gain, with limited exceptions. U.S. Holders should consult with their tax advisors regarding the effect, if any, of this tax on the ownership and disposition of our ordinary shares. Passive Foreign Investment Company. A foreign corporation generally will be treated as a “passive foreign investment company,” or PFIC, if, after applying certain “look-through” rules, either (1) 75% or more of its gross income is passive income or (2) 50% or more of the average value of its assets is attributable to assets that produce or are held to produce passive income. Passive income for this purpose generally includes dividends, interest, rents, royalties and gains from securities and commodities transactions. The look-through rules require a foreign corporation that owns at least 25%, by value, of the stock of another corporation to treat a proportionate amount of assets and income of the other corporation as held or received directly by such foreign corporation. We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. The determination of whether or not we are a PFIC depends on the composition of our income and assets, including goodwill, from time to time. Based on our income and/or assets, we believe that we were a PFIC from 2008 through 2012. Since PFIC shares are subject to the PFIC rules even in future years in which we are no longer a PFIC, our ordinary shares will be PFIC shares with respect to any U.S. Holder that held our ordinary shares in 2008 through 2012. Based on our income and assets, we do not believe that we were a PFIC from 2013 through U.S. Holders who own our ordinary shares during a taxable year in which we are a PFIC generally will be subject to increased U.S. tax liabilities and reporting requirements for that taxable year and all succeeding years, regardless of whether we continue to meet the income or asset test for PFIC status, although shareholder elections may apply in certain circumstances. U.S. Holders should consult their own tax advisors regarding our status as a PFIC and the consequences of investment in a PFIC. 200 If we are a PFIC for any taxable year during which U.S. Holders hold ordinary shares, such U.S. Holders will be subject to special tax rules with respect to any “excess distribution” that they receive and any gain that they realize from a sale or other disposition (including a pledge) of the ordinary shares, unless such U.S. Holders make a “mark-to-market” election as discussed below. Distributions that each U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions that such U.S. Holder received during the shorter of the three preceding taxable years or such U.S. Holder’s holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
The tax liability for amounts under (3) above that is allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if a U.S. Holder holds the ordinary shares as capital assets. The portion of any distributions that are not treated as excess distributions are taxable as ordinary income in the current taxable year under the normal tax rules of the Code. A U.S. Holder may not avoid taxation under the rules described above by making a “qualified electing fund” election to include such U.S. Holder’s share of our income on a current basis because we do not presently intend to prepare or provide information necessary to make such election. Alternatively, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election for stock of a PFIC to elect out of the tax treatment discussed three paragraphs above. If a U.S. Holder makes a mark-to-market election for the ordinary shares, such U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of such U.S. Holder’s taxable year over such U.S. Holder’s adjusted basis in such ordinary shares. A U.S. Holder is allowed a deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the stock included in a U.S. Holder’s income for prior taxable years. Amounts included in a 201 The mark-to-market election is available only for stock which is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission or on Nasdaq, or an exchange or market that the U.S. Secretary of the Treasury determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their tax advisors as to the availability of the mark-to-market election, based on the exchange on which we trade and the amount of trading of our ordinary shares, and the tax ramifications of such election (including the special rules that may apply to the gain realized in the year of the election). Dividends paid by a PFIC (or by a company that was a PFIC in the year preceding the dividend) are not “qualified dividend income” for purposes of the preferential tax rate on dividends discussed above. Special limitations may apply to the use of foreign tax credits arising in connection with distributions on PFIC shares as to which U.S. Holders should consult their tax advisors. If a U.S. Holder holds ordinary shares in any year in which we are a PFIC, such U.S. Holder is generally required to file Internal Revenue Service Form 8621 every year. U.S. Holders should consult their tax advisors regarding their PFIC shareholder reporting obligation in connection with their investment. U.S. Information and Backup Withholding. Dividends and proceeds from the sale or exchange of shares may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number on a properly completed Internal Revenue Service Form W-9 or otherwise properly establishes an exemption from backup withholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, if any, and such U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund and furnishing any required information to the Internal Revenue Service. Foreign Financial Asset Reporting. United States return disclosure obligations (and related penalties) are imposed on U.S. individuals who hold certain specified foreign financial assets in excess of certain dollar thresholds. The definition of specified foreign financial assets would include our ordinary shares, unless they are held in an account at a domestic financial institution. U.S. Holders should consult with their tax advisors regarding the requirements of filing IRS Form 8938 under these rules.
Not Applicable.
Not Applicable.
We are subject to certain of the reporting requirements of the Exchange Act, as applicable to “foreign private issuers” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity securities by our officers and directors are exempt from reporting and the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the Securities and Exchange Commission an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We also submit to the Securities and Exchange Commission reports on Form 6-K containing (among other things) press releases and unaudited financial information. We post our annual report on Form 20-F on our website (http://www.ellomay.com) promptly following the filing of our annual report with the Securities and Exchange Commission. The information on our website is not incorporated by reference into this annual report. 202 Any statement in this You may review a copy of our filings with the SEC, including exhibits and schedules, and obtain copies of such materials at the SEC’s public reference room at Room 1580, 100 F Street, N.E, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that we file electronically with the SEC. These SEC filings are also available to the public from commercial document retrieval services. Our filings commencing October 2013 may also be found at the TASE’s website at http://maya.tase.co.il and at the Israeli Securities Authority’s website at http://www.magna.isa.gov.il.
Not applicable. We are exposed to a variety of risks, including foreign currency fluctuations and changes in interest rates. We regularly assess currency and interest rate risks to minimize any adverse effects on our business as a result of those factors and periodically use hedging transactions in order to attempt to limit the impact of such changes. We hold cash and cash equivalents, marketable securities, short term deposits and restricted cash in various currencies, including euro and NIS. Our holdings in our Spanish PV Plants, 203 Inflation and Fluctuation of Currencies Until December 31, 2017, our presentation currency was the U.S. dollar, while the functional currency of us and a majority of our subsidiaries is the euro. This difference exposed our statements of financial position to the effects of presentation currency translation adjustments. In order to manage the currency risk resulting from the Series Interest Rate As noted under “Item 4.B: Business Overview,” we entered into various project finance agreements that are based on EURIBOR rate and therefore we may be affected by adverse movements in interest rates. We utilize interest rate swap derivatives to convert certain floating-rate debt to fixed-rate debt. Our interest rate swap derivatives involve an agreement to pay a fixed-rate interest and receive a floating-rate interest, at specified intervals, calculated on an agreed notional amount that matches the amount of the original loan and paid on the same installments and maturity dates. In the future, we may enter into additional interest rate swaps or other derivatives contracts to further hedge our exposure to fluctuations in interest rates. In order to manage and limit the interest-rate risk resulting from financing secured or about to be secured from local financing institutions for our PV operations, we executed the following swap transactions as of December 31, Interest rate swap in connection with the financing of four of our Spanish indirect wholly-owned subsidiaries- A €17.6 million interest swap transaction for a period of 18 years, payable semi-annually commencing on March 12, 2019, whereby we are the fixed rate payer (the fixed rate is set at 3%). For more information concerning hedging transactions, including a sensitivity analysis, see Note 21 to our financial statements included elsewhere in this Report.
Not Applicable (for a description of our Debentures see “Item 5.B: Operating and Financial Review and Prospects; Liquidity and Capital Resources” and “Item 10.C: Material Contracts”). 204 PART II Not Applicable. Not applicable. (a) Disclosure Controls and Procedures Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that the information required in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 205 Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, (c) Attestation Report of the Registered Public Accounting Firm Our independent registered accounting firm, Somekh Chaikin, a member firm of KPMG International, has issued an audit report on the effectiveness of our internal control over financial reporting. The report is included our audited consolidated financial statements set forth in “Item 18 - Financial Statements.” (d) Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the year ended December 31, Daniel Vaknin has been designated as the Audit Committee financial expert and was also determined to be “independent” under the applicable SEC and NYSE American LLC regulations. We adopted a code of business conduct and ethics which is applicable to all of our officers, directors and employees, including our principal executive, financial and accounting officers and persons performing similar functions, or the Code of Ethics. The Code of Ethics, in its current form, is posted on our website at the following web address: https:// Fees paid to the Independent Registered Public Accounting Firm Somekh Chaikin, 206 The following table sets forth, for each of the years indicated, the aggregate fees paid for professional audit services and other services rendered by Somekh Chaikin and other KPMG member firms.
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Audit Committee’s pre-approval policies and procedures Our Audit Committee nominates and engages our registered public accounting firm to audit our financial statements. See also the description under the heading in “Item 6.C: Board Practices.” In July 2003, our Audit Committee also adopted a policy requiring management to obtain the Audit Committee’s approval before engaging our independent auditors worldwide to provide any other audit or permitted non-audit services to us. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit Committee pre-approves all specific audit and non-audit services and related fees in the categories audit service, audit-related service and tax services that may be performed by our independent auditors worldwide. Not Applicable. Not Applicable. Not Applicable. NYSE American LLC Company Guide and Home Country Laws Section 110 of the NYSE American LLC Company Guide provides that the NYSE American LLC will consider the laws, customs and practices of an issuer’s country of domicile, to the extent not contrary to the federal securities laws, regarding such matters as: (i) the election and composition of the board of directors; (ii) the issuance of quarterly earnings statements; (iii) shareholder approval requirements; and (iv) quorum requirements for shareholder meetings. If we wish to seek relief under these provisions we are required to provide written certification from independent local counsel that the non-complying practice is not prohibited by our home country law. 207 Our corporate governance practices currently differ from those followed by U.S. companies listed on the NYSE American LLC in connection with the quorum required for shareholders meetings. While the NYSE American LLC Company Guide requires a quorum for shareholder meetings of at least 33-1/3% of our outstanding ordinary shares, our Articles, as permitted by the Companies Law, provide for a quorum of two or more shareholders holding more than 25% of the total voting power attached to our shares and for a quorum of any two shareholders, present in person or by proxy at the subsequent adjourned meeting. For more information concerning the quorum requirements for shareholders meetings and adjourned shareholders meetings see “Item 10.B: Memorandum of Association and Second Amended and Restated Articles.” In addition, under the Companies Law we may not be required to obtain shareholder approval for certain issuances of shares in excess of 20% of our outstanding shares, as would be required in certain circumstances by the NYSE American LLC Company Guide. At this time, we do not have any intention to enter into any such transaction; however, we may in the future do so and opt to comply with the Companies Law, which may not require shareholder approval. Any such determination to follow the Companies Law’s requirements rather than the standards applicable to U.S. companies listed on NYSE American LLC will be made by us based on the circumstances existing at the time approval is required. Controlled Company By virtue of the 2008 Shareholders Agreement, we are a “controlled company” as defined in Section 801 of the NYSE American LLC Company Guide. As a result, we are exempt from certain of the NYSE American LLC corporate governance requirements, including the requirement that a majority of the board of directors be independent, the requirement applicable to the nomination process of directors and the requirements applicable to the determination or recommendation of executive compensation by a committee comprised of independent directors or by a majority of the independent directors. We follow the requirements of the Companies Law with respect to these issues, including the requirement that we appoint two external directors, all as more fully described in “Item 6.B: Compensation” and “Item 6.C: Board Practices.” If the “controlled company” exemptions would cease to be available to us under the NYSE American LLC Company Guide, we may elect to follow “home country laws” (i.e. Israeli law) instead of some or all of the applicable NYSE American LLC Company Guide requirements as described above. Not Applicable. ITEM 16I: Disclosure regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 208 PART III Not Applicable. Our Financial Statements are included in pages F-1 –
209
SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Dated: Ellomay Capital Ltd. and its Subsidiaries
Ellomay Capital Ltd. and its Subsidiaries Consolidated Financial Statements as at December 31, 2022 Contents Page
![]() ![]() Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Ellomay Capital Ltd. Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial position of Ellomay Capital Ltd. and subsidiaries (the Company) as of December 31, In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, Convenience translation The accompanying consolidated financial statements as of and for the year ended December 31,
Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial F - 3 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing Impairment assessment of As discussed in Notes 3F and 6D.1 to the consolidated financial statements, non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the We identified the evaluation of the impairment assessment of the The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls / Member We have served as the Company’s auditor since Tel Aviv, Israel
Ellomay Capital Ltd. and its Subsidiaries
* Restated following application of an amendment to IAS 16 - see Note 2C.
The accompanying notes are an integral part of the consolidated financial statements.
Ellomay Capital Ltd. and its Subsidiaries Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss)
* Restated following application of an amendment to IAS 16 - see Note 2C. The accompanying notes are an integral part of the consolidated financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Ellomay Capital Ltd. and its Subsidiaries Consolidated Statements of Changes in Equity
(cont’d)
* Restated following application of an amendment to IAS 16 -
Ellomay Capital Ltd. and its Subsidiaries Consolidated Statements of Changes in Equity (cont’d)
The accompanying notes are an integral part of the consolidated financial statements.
Ellomay Capital Ltd. and its Subsidiaries
* Restated following application of an amendment to IAS 16 - see Note 2C. The accompanying notes are an integral part of the consolidated financial statements.
Ellomay Capital Ltd. and its Subsidiaries Consolidated Statements of Cash Flows (cont’d)
The accompanying notes are an integral part of the consolidated financial statements.
Ellomay Capital Ltd. and its Subsidiaries Note 1
The ordinary shares of the Company are listed on the NYSE American and on the Tel Aviv Stock Exchange (under the symbol “ELLO”). The address of the Company’s registered office is 18 Rothschild Blvd., Tel Aviv, Israel.
In these financial statements: Consolidated companies/subsidiaries Investee companies Related party - Within its meaning in IAS 24 (2009), Interested parties - Within their meaning in Paragraph (1) of the definition of an “interested party” in Section 1 of the Securities Law - 1968. Unless otherwise noted, all references to “€,” “euro” or “EUR” are to the legal currency of the European Union, all references to “USD,” “US dollar,” “dollars” and “$” are to United States dollars, and all references to Other than as specifically noted, all amounts translated into euro were translated based on the exchange rate as of December 31, 2022.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 1 - General (cont’d)
Note 2 - Basis of Preparation
The consolidated financial statements were authorized by the Company’s Board of Directors for issue on April 7, 2023.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 2 - Basis of Preparation (cont’d)
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions regarding circumstances and events that involve considerable uncertainty, that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The Company’s management prepares the estimates on the basis of past experience, various facts, external circumstances and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The key assumptions made in the financial statements with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities within the next financial year are discussed below: Recoverable amount of cash generating unit: The Company examines at the end of each reporting year whether there have been any events or changes in circumstances that indicate impairment of fixed assets. When an indication of impairment is revealed, the Company checks whether the carrying amount of the fixed assets is recoverable. An impairment loss is recognized if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. See note 6D1. Fair value measurement of non-trading derivatives: Within the scope of the valuation of financial assets and derivatives not traded on an active market, management makes assumptions about inputs used in the valuation models. For information on a sensitivity analysis of levels 2 and 3 financial instruments carried at fair value see Note 21 regarding financial instruments. Recognition of deferred tax asset in respect of tax losses: The probability that in the future there will be taxable profits against which carried forward losses can be utilized. See Note 19 regarding taxes on income.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 2 - Basis of Preparation (cont’d)
Business combination: The Company allocates the fair value of assets and liabilities acquired in a business combination based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Determination of fair value: Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities. Further information about the assumptions that were used to determine fair value is included in the following notes:
When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:
Amendment to IAS 16, Property, Plant and Equipment (“the Amendment”) - The Amendment annuls the requirement by which in the calculation of costs directly attributable to fixed assets, the net proceeds from selling certain items that were produced while the Company tested the functioning of the asset should be deducted (such as samples that were produced when testing the equipment). Instead, such proceeds shall be recognized in profit or loss and the cost of the sold items will be measured according to the measurement requirements of IAS 2, Inventories. The Amendment is applied retrospectively, including an amendment of comparative data, only with respect to fixed asset items that have been brought to the location and condition required for them to operate in the manner intended by management subsequent to the earliest reporting period presented at the date of initial application of the Amendment. The cumulative effect of the Amendment was included in the opening balance of accumulated deficit for the earliest reporting period presented.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 2 - Basis of Preparation (cont’d)
As a result of applying the Amendment the Company recognized an increase in the balance of fixed assets against a corresponding decrease in accumulated deficit and the deferred tax in 2021. Please see the tables below:
According to the Amendment, when assessing whether a contract is onerous, the costs of fulfilling a contract that should be taken into consideration are costs that relate directly to the contract, which include as follows:
The Amendment is applied retrospectively as from January 1, 2022, in respect of contracts where the entity has not yet fulfilled all its obligations. Upon application of the Amendment, the Company adjusted the opening balance of accumulated deficit at the date of initial application, by the amount of the cumulative effect of the Amendment and did not restate comparative data. Application of the Amendment did not have a material effect on the financial statements.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 2 - Basis of Preparation (cont’d)
The Amendment replaces the requirement to recognize liabilities from business combinations in accordance with the conceptual framework, the reason being that the interaction between those instructions and the guidance provided in IAS 37 regarding recognition of liabilities was unclear in certain cases. The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception, contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also clarifies that contingent assets are not to be recognized on the date of the business combination. The Amendment is effective for annual periods beginning on or after January 1, 2022. Application of the Amendment did not have a material effect on the financial statements. Note 3 - Significant Accounting Policies
Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control is lost. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company.
Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Company’s interest in these investments. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies. There is a rebuttable presumption that significant influence exists when the Company holds between 20% and 50% of another entity. In assessing significant influence, potential voting rights that are currently exercisable or convertible into shares of the investee are taken into account. Joint ventures are joint arrangements in which the Company has rights to the net assets of the arrangement. Associates and joint ventures are accounted for using the equity method (equity accounted investees) and are recognized initially at cost. The cost of the investment includes transaction costs that are directly attributable to an expected acquisition of an associate or joint venture. The consolidated financial statements include the Company’s share of the income and expenses in profit or loss and of other comprehensive income of equity accounted investees, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until the date that significant influence ceases.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 3 - Significant Accounting Policies (cont’d)
When the Company increases its interest in an equity accounted investee while retaining significant influence, it implements the acquisition method only with respect to the additional interest obtained whereas the previous interest remains the same. When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term interests that form a part thereof, is reduced to zero. When the Company’s share of long-term interests that form a part of the investment in the investee is different from its share in the investee’s equity, the Company continues to recognize its share of the investee’s losses, after the equity investment was reduced to zero, according to its economic interest in the long-term interests. The recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee. Long-term interests in associates and joint ventures that, in substance, form part of the net investment in the associate or joint venture, such as preferred shares and long-term loans that their repayment is not expected and is unlikely to occur in the foreseeable future, are first accounted for in accordance with the guidance of IFRS 9 and then the equity method is applied in accordance with the guidance of IAS 28.
The Company implements the acquisition method to all business combinations. The acquisition date is the date on which the acquirer obtains control over the acquiree. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the acquiree and it has the ability to affect those returns through its power over the acquiree. Substantive rights held by the Company and others are taken into account when assessing control. The Company recognizes goodwill on acquisition according to the fair value of the consideration transferred including any amounts recognized in respect of rights that do not confer control in the acquiree as well as the fair value at the acquisition date of any pre-existing equity right of the Company in the acquiree, less the net amount of the identifiable assets acquired and the liabilities assumed. If the Company pays a bargain price for the acquisition (including negative goodwill), it recognizes the resulting gain in profit or loss on the acquisition date. Furthermore, goodwill is not adjusted in respect of the utilization of carry-forward tax losses that existed on the date of the business combination. The consideration transferred includes the fair value of the assets transferred to the previous owners of the acquiree, the liabilities incurred by the acquirer to the previous owners of the acquiree and equity instruments that were issued by the Company. In a step acquisition, the difference between the acquisition date fair value of the Company’s pre-existing equity rights in the acquiree and the carrying amount at that date is recognized in profit or loss under other income or expenses. Costs associated with the acquisitions that were incurred by the acquirer in the business combination such as: finder’s fees, advisory, legal, valuation and other professional or consulting fees, are expensed in the period the services are received.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 3 - Significant Accounting Policies (cont’d)
Non-controlling interests comprise the equity of a subsidiary that cannot be attributed, directly or indirectly, to the parent company. Measurement of non-controlling interests on the date of the business combination: Non-controlling interests that are instruments that give rise to a present ownership interest and entitle the holder to a share of net assets in the event of liquidation (for example: ordinary shares), are measured at the date of the business combination at either fair value, or at their proportionate interest in the identifiable assets and liabilities of the acquire, on a transaction-by-transaction basis. This accounting policy choice does not apply to other instruments that meet the definition of non-controlling interests (for example: options to acquire ordinary shares). Such instruments will be measured at fair value or in accordance with other relevant IFRSs. Allocation of comprehensive income to the shareholders: Profit or loss and any part of other comprehensive income are allocated to the owners of the Company and the non-controlling interests. Total comprehensive income is allocated to the owners of the Company and the non-controlling interests even if the result is a negative balance of non-controlling interests. Transactions with non-controlling interests, while retaining control Transactions with non-controlling interests while retaining control are accounted for as equity transactions. Any difference between the consideration paid or received and the change in non-controlling interests is included in the owners’ share in equity of the Company directly in retained earnings. The amount of the adjustment to non-controlling interests is calculated as follows: For an increase in the holding rate, according to the proportionate share acquired from the balance of non-controlling interests in the consolidated financial statements prior to the transaction. For a decrease in the holding rate, according to the proportionate share realized by the owners of the subsidiary in the net assets of the subsidiary, including goodwill. Furthermore, when the holding rate of the subsidiary changes, while retaining control, the Company re-attributes the accumulated amounts that were recognized in other comprehensive income to the owners of the Company and the non-controlling interests.
These consolidated financial statements are presented in euro, which is the Company’s functional currency, and have been rounded to the nearest thousand, except when otherwise indicated. The functional currency is examined for the Company and for each of the subsidiaries separately. Items included in the financial statements of each of the Company’s subsidiaries and investee are measured using their functional currency. The euro is the currency that represents the principal economic environment in which the Company operates. Transactions in foreign currencies are translated to the respective functional currencies of the Company at exchange rates at the dates of the transactions.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 3 - Significant Accounting Policies (cont’d)
Foreign currency transactions- Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on translation are generally recognized in profit or loss, except for the following differences which are recognized in other comprehensive income, arising on the translation of:
Foreign operations- The assets and liabilities of foreign operations, including adjustments arising on acquisition, are translated at exchange rates at the reporting date. The income and expenses for each period presented in the statement of profit or loss and other comprehensive income (loss) are translated at average exchange rates for the presented periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of the transactions. Foreign currency exchange differences are recognized in equity as a separate component of other comprehensive income (loss): “foreign currency translation adjustments”. When the foreign operation is a non-wholly-owned subsidiary of the Company, then the relevant proportionate share of the foreign operation translation difference is allocated to the non-controlling interests. On a total or partial disposal of a foreign operation, the relevant part of the other comprehensive income (loss) is recognized in the statement of comprehensive income (loss). Generally, foreign currency differences from a monetary item receivable from or payable to a foreign operation, including foreign operations that are subsidiaries, are recognized in profit or loss in the consolidated financial statements. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized in other comprehensive income, and are presented within equity as part of the translation reserve.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, Note 3
Presentation Currency- For the convenience of the reader, the reported euro figures as of December 31, 2022 and for the year then ended, are also presented in dollars, translated at the representative rate of exchange as of December 31, 2022 (euro 1.066 = US$ 1.00). The dollar amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable in dollars or convertible into dollars, unless otherwise indicated.
The Company’s financial assets include cash and cash equivalents, marketable securities, restricted cash, trade receivables, loan to an equity accounted investee, service concession receivables and other receivables. Initial recognition and measurement of financial assets The Company initially recognizes loans, receivables and deposits on the date that they are created. All other financial assets, including assets designated at fair value through profit or loss, are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset (except for financial assets that are measured at fair value through profit and loss, for which transaction costs are recognized in profit and loss). A trade receivable without a significant financing component is initially measured at the transaction price. Derecognition of financial assets Financial assets are derecognized when the contractual rights of the Company to the cash flows from the asset expire, or when the Company transfers the rights to receive the cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Company retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset. Classification of financial assets into categories and the accounting treatment of each category Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income - investments in debt instruments; fair value through other comprehensive income - investments in equity instruments; or fair value through profit or loss. Financial assets are not reclassified in subsequent periods unless, and only if, the Company changes its business model for the management of financial debt assets, in which case the affected financial debt assets are reclassified at the beginning of the period following the change in the business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss:
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, 2022 Note 3 - Significant Accounting Policies (cont’d)
A debt instrument is measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated at fair value through profit or loss:
Assessment whether cash flows are solely payments of principal and interest Assessment whether cash flows are solely payments of principal and interest (cont’d)
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation, received or paid, for early termination of the contract. Additionally, for a financial asset acquired at a significant premium or discount compared to its contractual stated value, a feature that permits or requires prepayment at an amount that substantially represents the contractual stated value plus accrued (but unpaid) interest (which may also include reasonable additional compensation, received or paid, for early termination), is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Ellomay Capital Ltd. and its Subsidiaries Notes to the Consolidated Financial Statements as at December 31, Note 3
Subsequent measurement and gains and losses Financial assets at fair value through profit or loss These assets are subsequently measured at fair value. Net gains and losses, including any interest income or dividend income, are recognized in profit or loss (other than certain derivatives designated as hedging instruments). Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
The Company’s financial liabilities include loans and borrowings, trade payables, other payables, finance lease obligations, debentures, long-term loans and other long-term liabilities. Initial recognition of financial liabilities The Company initially recognizes debt securities issued on the date that they originated. All other financial liabilities are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. Subsequent measurement of financial liabilities Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are designated at fair value through profit or loss if the Company manages such liabilities and their performance is assessed based on their fair value in accordance with the Company’s documented risk management strategy, providing that the designation is intended to prevent an accounting mismatch, or the liability is a combined instrument including an embedded derivative. Transaction costs directly attributable to an expected issuance of an instrument that will be classified as a financial liability are recognized as an asset in the framework of deferred expenses in the statement of financial position. These transaction costs are deducted from the financial liability upon its initial recognition or are amortized as financing expenses in the statement of income when the issuance is no longer expected to occur. Derecognition of financial liabilities Financial liabilities are derecognized when the obligation of the Company, as specified in the agreement, expires or when it is discharged or cancelled. |
Notes to the Consolidated Financial Statements as at December 31, 20202022
C. | Financial instruments (cont’d) |
(2) | Non-derivative financial liabilities (cont’d) |
Notes to the Consolidated Financial Statements as at December 31, 20202022
C. | Financial instruments (cont’d) |
(3) | Derivative financial instruments, including hedge accounting |
F - 25 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
C. | Financial instruments (cont’d) |
(3) | Derivative financial instruments, including hedge accounting (cont’d) |
(4) | Interest Rate Benchmark Reform |
(5) | CPI-linked assets and liabilities that are not measured at fair value |
(6) | Share capital |
Notes to the Consolidated Financial Statements as at December 31, 20202022
C. |
% | Mainly % | |||||
Office furniture and equipment | 6-33 | 33 | ||||
Photovoltaic plants in Spain | 4 | 4 | ||||
Photovoltaic plants in Italy | 5 | 5 | ||||
Anaerobic digestion plants in the Netherlands | 8 | 8 | ||||
Leasehold improvements | Over the shorter of the lease period or the life of the asset | 7 |
(6) | Share capital (cont’d) |
D. | Fixed assets |
1. | Recognition and measurement |
2. | Depreciation |
% per annum | Mainly % per annum | |||||||
Office furniture and equipment | 6-33 | 33 | ||||||
Photovoltaic plants in Spain | 4-5 | 4-5 | ||||||
Photovoltaic plants in Italy | 5 | 5 | ||||||
Anaerobic digestion plants in the Netherlands | 8 | 8 | ||||||
Leasehold improvements | Over the shorter of the lease period or the life of the asset | 7 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
D. | Fixed assets (cont’d) |
2. | Depreciation (cont’d) |
E. | Capitalization of borrowing costs |
F. | Impairment |
Notes to the Consolidated Financial Statements as at December 31, 2022
F. | Impairment (cont’d) |
G. | Share-based payment transactions |
H. | Employee benefits |
1. | Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions. Short-term employee benefits are measured on an undiscounted basis and are expensed as the related services are rendered or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave). A liability in respect of a cash bonus is recognized when the Company has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and the obligation can be estimated reliably. |
F - 29 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
H. | Employee benefits (cont’d) |
2. | Post-employment benefits: The post-employment plans are usually financed by deposits with insurance companies and classified as a defined contribution plan or as a defined benefit plan. |
I. | Provisions |
(a) | The right to obtain substantially all the economic benefits from use of the identified asset; |
(b) | The right to direct the identified asset’s use. |
F - 30 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
J. | Leases (cont’d) |
• | Lands | 20-40 years |
• | Machinery equipment | 1-4 years |
Notes to the Consolidated Financial Statements as at December 31, 20202022
(a) | The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them; |
(b) | The Company can identify the rights of each party in relation to the |
(c) | The Company can identify the payment terms for the |
(d) | The contract has a commercial substance (i.e., the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract); |
(e) | It is probable that the consideration, to which the Company is entitled to in exchange for the |
Notes to the Consolidated Financial Statements as at December 31, 20202022
K. | Revenue recognition (cont’d) |
Notes to the Consolidated Financial Statements as at December 31, 2022
L. | Income tax |
- | The initial recognition of goodwill, |
- | The initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and |
- | Differences relating to investments in subsidiaries, joint arrangements and associates, to the extent that the Company is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future, either by way of selling the investment or by way of distributing dividends in respect of the investment. |
Notes to the Consolidated Financial Statements as at December 31, 20202022
M. | Earnings (loss) per share |
N. | Financing income and expenses |
O. |
F - 35 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
P. | New standards, amendments to standards and interpretations not yet adopted |
(1) | Amendment to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current and subsequent amendment: Non-Current Liabilities with Covenants (“the Amendment”) |
(2) | Amendment to IAS 1, Presentation of Financial Statements: Disclosure of Accounting Policies. (“the Amendment”) |
(3) | Amendment to IAS 12, Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (“the Amendment”) |
P. | New standards, amendments to standards and interpretations not yet adopted (cont'd) |
(3) | Amendment to IAS 12, Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (“the Amendment”) (cont’d) |
F - 36 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Cash | 37,887 | 24,948 | ||||||
On call deposits | 28,958 | 19,561 | ||||||
Cash and cash equivalents | 66,845 | 44,509 | ||||||
Cash and cash equivalents in the statement of cash flows | 66,845 | 44,509 |
December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Cash | 14,768 | 31,771 | ||||||
On call deposits | 31,690 | 9,458 | ||||||
Cash and cash equivalents | 46,458 | 41,229 | ||||||
Cash and cash equivalents in the statement of cash flows | 46,458 | 41,229 |
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Marketable securities (1) | 1,761 | 2,242 | ||||||
Short-term restricted cash | - | 22,162 | ||||||
Short-term deposits | 8,113 | 6,446 | ||||||
Long-term restricted non-interest bearing bank deposits (2) | 2,138 | 3,094 | ||||||
Restricted cash, long-term bank deposits (3) | 7,793 | 7,862 | ||||||
Long-term restricted cash and deposits | 9,931 | 10,956 |
December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Marketable securities (1) | 2,836 | 1,946 | ||||||
Short-term deposits | - | 28,410 | ||||||
Short-term restricted cash | 900 | 1,000 | ||||||
Restricted cash and bank deposits, long-term (2) | 20,192 | 15,630 |
(1) |
(2) | Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the pumped-storage project in the Manara Cliff in Israeland to secure obligations under loan agreements (see Note 11). |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Equity accounted investees |
F - 38 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) | |
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)– |
F - 39 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) | |
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)– |
F - 40 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) | ||
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)– |
Petition to Approve a Derivative Claim filed by Dori Energy (cont’d)
F - 41 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) | ||
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)– |
Petition to Approve a Derivative Claim filed by Dori Energy (cont’d)
F - 42 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) | |
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)– | ||
Opening Motion filed |
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Investment in shares | 24,047 | 23,580 | ||||||
Long-term loans | 8,745 | 10,595 | ||||||
Deferred interest | (558 | ) | (614 | ) | ||||
32,234 | 33,561 |
2020 | 2019 | |||||||
Changes in equity and loans: | € in thousands | |||||||
Balance as at January 1 | 33,561 | 28,161 | ||||||
Long term loans extended | 181 | - | ||||||
Repayment of long term loans | (2,560 | ) | (370 | ) | ||||
Interest and reevaluation in connection with long term loans | 758 | 782 | ||||||
Deferred interest | 56 | 54 | ||||||
Elimination of interest on loan from related party | (676 | ) | (868 | ) | ||||
The Company’s share of income | 1,525 | 3,086 | ||||||
Foreign currency translation adjustments | (611 | ) | 2,716 | |||||
Balance as at December 31 | 32,234 | 33,561 |
F - 43 |
Notes to the Consolidated Financial Statements as at December 31, 20192022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) | |
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)– |
December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Investment in shares | 30,756 | 26,371 | ||||||
Long-term loans | 2,665 | 8,495 | ||||||
Deferred interest | (727 | ) | (837 | ) | ||||
32,694 | 34,029 | |||||||
Current maturities | (2,665 | ) | - | |||||
Investment in equity accounted investee | 30,029 | 34,029 |
2022 | 2021 | |||||||
€ in thousands | ||||||||
Changes in equity and loans: | ||||||||
Balance as at January 1 | 34,029 | 32,234 | ||||||
Long term loans extended | 128 | 335 | ||||||
Repayment of long term loans | (149 | ) | (2,259 | ) | ||||
Reevaluation in connection with long term loans | (270 | ) | (22 | ) | ||||
The Company’s share of income | 1,206 | 117 | ||||||
Foreign currency translation adjustments | (2,250 | ) | 3,624 | |||||
Conversion to short term loan | (2,665 | ) | - | |||||
Balance as at December 31 | 30,029 | 34,029 |
F - 44 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) |
(a) | Summary information on financial position |
Equity attributable to the owners of the Company | ||||||||||||||||||||||||||||||||||||||||||||||||
Rate of ownership | Current Assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | Company’s share | Surplus Costs and goodwill | Other Adjustments | Carrying Amount of investment | ||||||||||||||||||||||||||||||||||||||
% | € in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy | 50 | 276 | 60,257 | 60,533 | (256 | ) | (16,885 | ) | (17,141 | ) | 43,392 | 21,696 | 2,800 | (449 | ) | 24,047 | ||||||||||||||||||||||||||||||||
2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy | 50 | 55 | 62,500 | 62,555 | (208 | ) | (20,864 | ) | (21,072 | ) | 41,483 | 20,742 | 3,269 | (431 | ) | 23,580 |
Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
Rate of | Current | Non-current | Total | Current | Non-current | Total | attributable to the owners of the | Company’s | Surplus costs and | Other | Carrying amount of | |||||||||||||||||||||||||||||||||||||
ownership | assets | assets | assets | liabilities | liabilities | liabilities | Company | share | goodwill | adjustments | investment | |||||||||||||||||||||||||||||||||||||
% | € in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy | 50 | 72 | 63,722 | 63,794 | (5,329 | ) | - | (5,329 | ) | 58,464 | 29,232 | 1,927 | (404 | ) | 30,756 | |||||||||||||||||||||||||||||||||
2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy | 50 | 239 | 64,181 | 64,420 | (125 | ) | (15,871 | ) | (15,996 | ) | 48,424 | 24,212 | 2,569 | (410 | ) | 26,371 |
(b) | Summary information on operating results |
Rate of ownership as of December | Income for the year | Company’s share | Elimination of interest on loan from related party | Other Adjustments | Company’s share of income of investee | |||||||||||||||||||
% | € in thousands | |||||||||||||||||||||||
2020 | ||||||||||||||||||||||||
Dori Energy | 50 | 2,619 | 1,310 | 676 | (461 | ) | 1,525 | |||||||||||||||||
2019 | ||||||||||||||||||||||||
Dori Energy | 50 | 5,281 | 2,640 | 868 | (422 | ) | 3,086 |
Rate of ownership as of December | Income for the year | Company’s share | Elimination of interest on loan from related party | Other adjustments | Company’s share of income of investee | |||||||||||||||||||
% | € in thousands | |||||||||||||||||||||||
2022 | ||||||||||||||||||||||||
Dori Energy | 50 | (61 | ) | (31 | ) | 1,475 | (238 | ) | 1,206 | |||||||||||||||
2021 | ||||||||||||||||||||||||
Dori Energy | 50 | (602 | ) | (301 | ) | 878 | (459 | ) | 118 |
F - 45 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont’d)(cont'd)
B. | Pumped Storage Projects |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont’d)
B. | Pumped Storage Projects (cont’d) |
On February 26, 2020, Ellomay PS retracted the Prior Conditional License issued to it, which was due to expire on February 28, 2020, because Ellomay PS did not reach financial closing by such date as was required under the Prior Conditional License. On the same date, Ellomay PS filed an application for a new similar conditional license for a pumped storage facility with a capacity of 156 MW. In June 2020, the Israeli Minister of Energy issued a new conditional license for the Manara PSP (the “Conditional License”), following the retraction of the Prior Conditional License, which permits Ellomay PS to construct the Manara PSP. The Conditional License included several conditions precedent to the entitlement of Ellomay PS to receive an electricity production license. The Conditional License is valid for a period of seventy-two (72) months commencing from the date of its approval by the Minister of Energy, subject to compliance by Ellomay PS with the milestones set forth therein and subject to the other provisions set forth therein (including financial closing, provision of guarantees and construction of the pumped storage hydro power plant). According to applicable law, the 72 months validity period may be extended for additional periods of 12 months each if required and subject to the Minister’s approval at such time. Such extension may result in forfeiture of the license guarantee which value currently amounts to approximately $1,700 thousand but is expected to be reduced over time upon fulfillment of certain interim project milestones. In December 2020, Ellomay PS received a land levy assessment from the Israel Land Authority (“ILA”), in connection with the Manara PSP and paid approximately NIS 66,700 thousand including VAT (approximately €16,980 thousand according to the exchange rate then prevailing) in consideration for the ILA’s consent to the sublease of the land on which the Manara PSP will be constructed. The amount paid includes an amount of approximately NIS 9,900 thousand (approximately €2,520 thousand according to the exchange rate then prevailing), excluding VAT, for royalties related to excess ground removal to the ILA. In 2022, Ellomay PS received from the ILA (net of additional payments made to the ILA in connection with such royalties) a refund in connection with a reassessment of the quantities of excess ground in the various sites. The aggregate refund amounted to approximately NIS 3 million (approximately €0.8 million). On December 31, 2020, Ellomay PS received the conditional tariff approval for the project from the Israeli Electricity Authority that regulates the tariffs and formulas for purchasing energy from a pumped storage manufacturer connected to the transmission network for a period of 20 years beginning on the date of receipt of the permanent production license. The conditional tariff became effective following financial closing in February 2021. Manara PSP Project Finance On February 11, 2021, the Manara PSP Project Finance reached financial closing. The Manara PSP Project Finance is provided by a consortium of Israeli banks and institutional investors, arranged and led by Mizrahi-Tefahot Bank Ltd. As of the date of the financial closing, the Manara PSP Project Finance was in the aggregate amount of approximately NIS 1.27 billion (approximately €0.338 billion based on the euro/NIS exchange rate as of December 31, 2022). This aggregate amount is linked to a synthetic composite index comprising a weighted average of the indices and currencies applicable to the Manara PSP’s construction costs (the “Project Index”). |
F - 47 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont’d)
B. | Pumped Storage Projects (cont’d) |
Manara PSP Project Finance (cont’d)
F - 48 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 6 - Investee Companies and other investments (cont’d)
B. | Pumped Storage Projects (cont’d) |
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
On account of the Manara PSP | 869 | 883 | ||||||
On account of Development of PV Projects in Italy | 1,554 | - | ||||||
2,423 | 883 |
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Income receivable in connection with the A.R.Z. loan | - | 1,418 | ||||||
- | 1,418 |
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Current Assets - Other receivables: | ||||||||
Government authorities | 3,232 | 781 | ||||||
Income receivable | 3,420 | 1,075 | ||||||
Interest receivable | 36 | 38 | ||||||
Current tax | 32 | - | ||||||
Trade receivable | 382 | 805 | ||||||
Inventory | 306 | 284 | ||||||
Derivatives (refer to Note 21) | 78 | 94 | ||||||
Prepaid expenses and other | 2,339 | 1,805 | ||||||
9,825 | 4,882 | |||||||
Non-current Assets - Long term receivables: | ||||||||
Advance tax payment | - | - | ||||||
Prepaid expenses associated with long term loans | 2,731 | 12,218 | ||||||
Annual rent deposits | 30 | 30 | ||||||
Other | 1 | 1 | ||||||
2,762 | 12,249 |
Office | ||||||||||||||||||||||||
Photovoltaic | Pumped | Biogas | furniture and | Leasehold | ||||||||||||||||||||
Plants | storage | installations | equipment | Improvements | Total | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance as at January 1, 2019 | 98,289 | - | 18,656 | 138 | 52 | 117,135 | ||||||||||||||||||
Additions | *73,402 | - | 932 | 9 | - | 74,343 | ||||||||||||||||||
Disposals | *(68,908 | ) | - | - | - | - | (68,908 | ) | ||||||||||||||||
Effect of changes in exchange rates | 1 | - | - | - | - | 1 | ||||||||||||||||||
Balance as at December 31, 2019 | 102,784 | - | 19,588 | 147 | 52 | 122,571 | ||||||||||||||||||
Balance as at January 1, 2020 | 102,784 | - | 19,588 | 147 | 52 | 122,571 | ||||||||||||||||||
Additions | 120,842 | 16,607 | 558 | 38 | - | 138,045 | ||||||||||||||||||
New companies | - | - | 17,233 | - | - | 17,233 | ||||||||||||||||||
Disposals | - | - | - | - | (52 | ) | (52 | ) | ||||||||||||||||
Effect of changes in exchange rates | - | - | - | (5 | ) | - | (5 | ) | ||||||||||||||||
Balance as at December 31, 2020 | 223,626 | 16,607 | 37,379 | 180 | - | 277,792 | ||||||||||||||||||
Depreciation | ||||||||||||||||||||||||
Balance as at January 1, 2019 | 28,550 | - | 1,192 | 121 | 52 | 29,915 | ||||||||||||||||||
Depreciation for the year | 4,383 | - | 1,353 | 8 | - | 5,744 | ||||||||||||||||||
Disposals | *(27,477 | ) | - | - | - | - | (27,477 | ) | ||||||||||||||||
Balance as at December 31, 2019 | 5,456 | - | 2,545 | 129 | 52 | 8,182 | ||||||||||||||||||
Balance as at January 1, 2020 | 5,456 | - | 2,545 | 129 | 52 | 8,182 | ||||||||||||||||||
Depreciation for the year | 830 | - | 1,457 | 12 | - | 2,299 | ||||||||||||||||||
New companies | - | - | 3,272 | - | - | 3,272 | ||||||||||||||||||
Disposals | - | - | - | - | (52 | ) | (52 | ) | ||||||||||||||||
Effect of changes in exchange rates | - | - | - | (4 | ) | - | (4 | ) | ||||||||||||||||
Balance as at December 31, 2020 | 6,286 | - | 7,274 | 137 | - | 13,697 | ||||||||||||||||||
Carrying amounts | ||||||||||||||||||||||||
As at January 1, 2019 | 69,739 | - | 17,464 | 17 | - | 87,220 | ||||||||||||||||||
As at December 31, 2019 | 97,328 | - | 17,043 | 18 | - | 114,389 | ||||||||||||||||||
As at December 31, 2020 | 217,340 | 16,607 | 30,105 | 43 | - | 264,095 |
C. | Development of PV Projects in Italy |
F - 49 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 6 - Investee Companies and other investments (cont’d)
C. | Development of PV Projects in Italy (cont’d) |
December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
On account of development of PV projects in Italy | 2,328 | 1,554 |
F - 50 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - |
1. | Biogas Plants in the Netherlands |
F - 51 |
Notes to the Consolidated Financial Statements as at December 31, 2022
D. | Subsidiaries - (cont’d) |
2. | PV Projects in Spain |
F - 52 |
Notes to the Consolidated Financial Statements as at December 31, 2022
D. | Subsidiaries - (cont’d) |
2. | PV Projects in Spain (cont’d) |
F - 53 |
Notes to the Consolidated Financial Statements as at December 31, 2022
D. | Subsidiaries - (cont’d) |
3. | PV Projects in Spain (cont’d) |
3. | Israeli Service Concession project |
Asset from concession project | ||||
€ in thousands | ||||
Balance as at December 31, 2022 | 26,594 | |||
Less current maturities | 1,799 | |||
Non current asset from concession project | 24,795 |
F - 54 |
Notes to the Consolidated Financial Statements as at December 31, 2022
December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Current Assets - Trade and Other receivables: | ||||||||
Government authorities | 3,752 | 1,602 | ||||||
Income receivable | 1,062 | 3,794 | ||||||
Interest receivable | 125 | 3 | ||||||
Advance tax payment | 566 | 76 | ||||||
Trade receivable | 420 | 598 | ||||||
Inventory | 1,201 | 640 | ||||||
Intangible asset from green certificates | 585 | - | ||||||
Derivatives (see Note 21) | 273 | 639 | ||||||
Prepaid expenses and other | 2,033 | 2,135 | ||||||
Current Maturities of loans given to an equity accounted investee | 2,665 | - | ||||||
12,682 | 9,487 | |||||||
Non-current Assets - Long term receivables: | ||||||||
Prepaid expenses associated with long term loans | 8,417 | 4,787 | ||||||
Annual rent deposits | 290 | 33 | ||||||
Loans to others | 546 | 568 | ||||||
Other | 17 | - | ||||||
9,270 | 5,388 |
F - 55 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Office | ||||||||||||||||||||
Photovoltaic | Pumped | Biogas | furniture and | |||||||||||||||||
plants | storage | plants | equipment | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Cost | ||||||||||||||||||||
Balance as at January 1, 2022 | 251,027 | 78,892 | 35,192 | 190 | 365,301 | |||||||||||||||
Additions | 15,036 | 29,124 | 1,163 | 33 | 45,356 | |||||||||||||||
Effect of changes in exchange rates | (1 | ) | (5,544 | ) | - | 1 | (5,544 | ) | ||||||||||||
Balance as at December 31, 2022 | 266,062 | 102,472 | 36,355 | 224 | 405,113 | |||||||||||||||
Balance as at January 1, 2021 | 223,626 | 16,607 | 34,107 | 180 | 274,520 | |||||||||||||||
Additions | 27,401 | (*)59,488 | 1,085 | 8 | 87,982 | |||||||||||||||
Effect of changes in exchange rates | - | (*)2,797 | - | 2 | 2,799 | |||||||||||||||
Balance as at December 31, 2021 | 251,027 | 78,892 | 35,192 | 190 | 365,301 | |||||||||||||||
Depreciation | ||||||||||||||||||||
Balance as at January 1, 2022 | 17,297 | - | 6,952 | 155 | 24,404 | |||||||||||||||
Depreciation for the year | 12,233 | - | 2,700 | 21 | 14,954 | |||||||||||||||
Effect of changes in exchange rates | - | - | - | (1 | ) | (1 | ) | |||||||||||||
Balance as at December 31, 2022 | 29,530 | - | 9,652 | 175 | 39,357 | |||||||||||||||
Balance as at January 1, 2021 | 6,286 | - | 4,002 | 137 | 10,425 | |||||||||||||||
Depreciation for the year | 11,011 | - | 2,950 | 16 | 13,977 | |||||||||||||||
Effect of changes in exchange rates | - | - | - | 2 | 2 | |||||||||||||||
Balance as at December 31, 2021 | 17,297 | - | 6,952 | 155 | 24,404 | |||||||||||||||
Carrying amounts | ||||||||||||||||||||
As at January 1, 2021 | 217,340 | 16,607 | 30,105 | 43 | 264,095 | |||||||||||||||
As at December 31, 2021 | 233,730 | 78,892 | 28,240 | 35 | 340,897 | |||||||||||||||
As at December 31, 2022 | 236,532 | 102,472 | 26,703 | 49 | 365,756 |
F - 56 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 8 - Fixed assets (cont’d)
PV Plant Title | Original nominal capacity | Connection to grid/Other status | Cost included in the book value as at December 31, 2022 | |||
€ in thousands | ||||||
“Ellomay Spain – Rinconada II” | 2.275 MWP | June 2010 | 5,509 | |||
“Rodríguez I” | 1.675 MWP | November 2011 | 3,662 | |||
“Rodríguez II” | 2.691 MWP | November 2011 | 6,631 | |||
“Fuente Librilla” | 1.248 MWP | June 2011 | 3,212 | |||
“Talasol” | 300 MWP | January 2021 | 219,934 | |||
“Ellomay Solar” | 28 MWP | July 2022 | 18,074 | |||
“Solar Italy One” | 14.8 MWP | Under construction | 3,215 | |||
“Solar Italy Two” | 4.95 MWP | Under construction | 1,012 | |||
“Solar Italy Four” | 15.6 MWP | Ready to Build status | 304 | |||
“Solar Italy Five” | 87.2 MWP | Ready to Build status | 3,811 | |||
“Solar Italy Ten” | 18 MWP | Ready to Build status | 698 |
F - 57 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Employees and payroll accruals | 278 | 224 | ||||||
Indemnification liability (refer to Note 18D) | - | 2,100 | ||||||
Government authorities | 213 | 155 | ||||||
Lease liability (S/T) | 490 | 225 | ||||||
Forward contracts closed (1) | 666 | - | ||||||
Derivatives (refer to Note 21) | 1,378 | 766 | ||||||
Warrants Liability (refer to Note 16) | 2,451 | - | ||||||
Accrued expenses | 2,376 | 1,430 | ||||||
Current tax | 60 | 110 | ||||||
7,912 | 5,010 | |||||||
December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Employees and payroll accruals | 358 | 336 | ||||||
Government authorities | 1,426 | 1,337 | ||||||
Forward contracts closed | - | 527 | ||||||
Deferred revenues | 1,794 | 2,753 | ||||||
Accrued expenses connected to Manara PSP | 6,392 | 9,782 | ||||||
Other accrued expenses | 853 | 5,142 | ||||||
Taxes on income | 384 | 929 | ||||||
11,207 | 20,806 |
Linkage | Interest rate | December 31 | December 31 | |||||||||||||
terms | 2019 and 2020 | 2020 | 2019 | |||||||||||||
% | € in thousands | |||||||||||||||
Current maturities of long term bank loans (refer to Note 11) | EURIBOR | 2-3.55 | 8,470 | 2,469 | ||||||||||||
Consumer price index in Israel | 4.65 | 1,762 | 1,669 | |||||||||||||
10,232 | 4,138 |
Linkage | Interest rate | December 31 | December 31 | |||||||||||||
terms | 2019 and 2020 | 2020 | 2019 | |||||||||||||
% | € in thousands | |||||||||||||||
Current maturities of other long term loans | EURIBOR | 5.27 | 4,021 | - | ||||||||||||
4,021 | - |
Interest rate | ||||||||||||||||
Linkage terms | 2021 and 2022 | December 31 2022 | December 31 2021 | |||||||||||||
% | € in thousands | |||||||||||||||
Current maturities of long term bank loans (refer to Note 11) | EURIBOR | 2 - 4.5 | 3,261 | 124,156 | ||||||||||||
- | 2.58 – 3.03 | 7,463 | - | |||||||||||||
Consumer price index in Israel | 4.65 | 2,091 | 2,024 | |||||||||||||
12,815 | 126,180 |
Interest rate | ||||||||||||||||
Linkage terms | 2021 and 2022 | December 31 2022 | December 31 2021 | |||||||||||||
% | € in thousands | |||||||||||||||
Current maturities of other long term loans | EURIBOR | 5.27 | 10,000 | 16,401 | ||||||||||||
10,000 | 16,401 |
F - 58 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Loans details |
Linkage | Interest rate | December 31 | December 31 | ||||||||||||
terms | 2019 and 2020 | 2020 | 2019 | ||||||||||||
% | € in thousands | ||||||||||||||
Bank loans | EURIBOR | 2-3.55 | 127,470 | 25,620 | |||||||||||
Consumer price index in Israel | 4.65 | 17,282 | 19,323 | ||||||||||||
144,752 | 44,943 |
Linkage | Interest rate | December 31 | December 31 | ||||||||||||
terms | 2019 and 2020 | 2020 | 2019 | ||||||||||||
% | € in thousands | ||||||||||||||
Other long term loans | EURIBOR | 5.27 | 47,563 | 46,622 | |||||||||||
2-3% | 5,854 | 1,755 | |||||||||||||
53,417 | 48,377 |
Interest rate | ||||||||||||||||
Linkage terms | 2021 and 2022 | December 31 2022 | December 31 2021 | |||||||||||||
% | € in thousands | |||||||||||||||
Bank loans | EURIBOR | 2-4.5 | 23,918 | 147,446 | ||||||||||||
- | 2.58 – 3.03 | 164,212 | - | |||||||||||||
Bank of Israel interest rate | 4.35-6.35 | 2,986 | - | |||||||||||||
Consumer price index in Israel | 2.75-4.65 | 51,165 | 17,827 | |||||||||||||
242,281 | 165,273 | |||||||||||||||
Current maturities | 12,815 | 126,180 | ||||||||||||||
Long-term loans | 229,466 | 39,093 |
Interest rate | ||||||||||||||||
Linkage terms | 2021 and 2022 | December 31 2022 | December 31 2021 | |||||||||||||
% | € in thousands | |||||||||||||||
Other long term loans | EURIBOR | 5.27 | 23,247 | 45,949 | ||||||||||||
Consumer price index in Israel | 3-7 | 8,335 | 7,673 | |||||||||||||
31,582 | 53,622 | |||||||||||||||
Current maturities | 10,000 | 16,401 | ||||||||||||||
Other long-term loans | 21,582 | 37,221 |
1. | The |
F - 59 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Loans details (cont’d) |
2. | On February 11, 2021, the Manara PSP Project Finance achieved financial closing. The Manara PSP Project Finance facilities are provided by a consortium of Israeli banks and institutional investors, arranged, and led by Mizrahi-Tefahot Bank Ltd. The Manara PSP Project Finance long term facilities were in the aggregate amount of approximately NIS 1.27 billion (approximately €338 million). This aggregate amount represents the real (non-indexed) value of the Long Term Facilities as of the date of Financial Closing. Such amount, as well as the standby facilities, is linked to a synthetic composite index comprising a weighted average of the indices and currencies applicable to the Manara PSP’s construction costs (the “Project Index”), on a yearly basis during the first 4 years of construction, and thereafter semi-annually until construction end. According to the linkage mechanism set out in the loan agreements, the amount of the Long Term Facilities is linked to the Project Index. |
Notes to the Consolidated Financial Statements as at December 31, 2022
A. | Loans details (cont’d) |
F - 61 |
Notes to the Consolidated Financial Statements as at December 31, 2022
A. | Loans details (cont’d) |
F - 62 |
Notes to the Consolidated Financial Statements as at December 31, 2022
A. | Loans details (cont’d) |
1. | Groen Goor |
2. |
F - 63 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Loans details (cont’d) |
3. |
GG Gelderland entered into a senior project finance agreement (the “Gelderland Loan Agreement”), with Rabobank, that includes the following tranches: (i) four loans with principal amounts of (a) €2,453 thousand (with a fixed interest rate of 3.6% for the first five years), (b) €1,200 thousand (with a fixed interest rate of 4.5% |
4. | GG Gelderland, entered into a loan agreement in the end of November 2020, with Ontwikkelingsnaatscgappij Oost-Nederland N.V. (“Oost”), as a benefit created |
F - 64 |
Notes to the Consolidated Financial Statements as at December 31, 2022
A. | Loans details (cont’d) |
1. | On March 12, 2019, four of the Company’s Spanish subsidiaries (together, hereinafter – the “Subsidiaries”) entered into a €18.4 million project finance Facility Agreement (the “Facility Agreement”). The €18.4 million principal amount is divided into: (i) four term loan facilities, one for each Subsidiary, in the aggregate amount of €17.6 million with terms ending in December 2037, and (ii) a revolving credit facility to attend the debt service if needed, for a maximum amount of euro 0.8 million granted to any of the Subsidiaries. |
F - 65 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Loans details (cont’d) |
1. | On April 30, 2019, the Talasol |
(a) | a term loan in the amount of €155 million of which the final maturity date is June 30, 2044, and |
(b) | a term loan in the amount of €20 million of which the final maturity date is December 31, 2042. |
F - 66 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Loans details (cont’d) |
The uses of the Talasol New Financing amount are as follows: (1) prepayment of the outstanding €121 million amount of the Talasol Previous Financing; (2) deposit of €6.9 million in Talasol’s bank account as a debt service fund; (3) deposit of €10 million in Talasol’s bank account as security for a letter of credit to the Talasol PPA provider (the “Talasol PPA Security Fund”) (4) unwinding of the interest rate SWAP entered into in connection with the Previous Financing in an amount of €3.29 million; (5) transaction costs in an amount of approximately €3 million; and (6) a return of intercompany loan to Talasol’s shareholders in an amount of approximately €30 million. The Talasol PPA Security Fund will be reduced by 10% every year, up to a minimum amount of €3.5 million, which will be released at the expiration of the Talasol PPA. |
2. |
On April 30, 2019, following the |
B. | The aggregate annual maturities are as follows: |
December 31 | December 31 | |||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Second year | 13,811 | 7,402 | ||||||
Third year | 15,952 | 7,849 | ||||||
Fourth year | 14,759 | 7,623 | ||||||
Fifth year | 16,026 | 6,524 | ||||||
Sixth year and thereafter | 190,500 | 46,916 | ||||||
Long-term loans | 251,048 | 76,314 | ||||||
Current maturities | 22,815 | 142,581 | ||||||
273,863 | 218,895 |
December 31 | December 31 | |||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Second year | 12,910 | 7,656 | ||||||
Third year | 13,034 | 5,274 | ||||||
Fourth year | 12,539 | 5,342 | ||||||
Fifth year | 13,264 | 5,242 | ||||||
Sixth year and thereafter | 132,169 | 65,668 | ||||||
Long-term loans | 183,916 | 89,182 | ||||||
Current maturities | 14,253 | 4,138 | ||||||
198,169 | 93,320 |
C. | In order to minimize the interest-rate risk resulting from liabilities to banks and financing institutions |
F - 67 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Liabilities | ||||||||||||||||
Loans and | ||||||||||||||||
Note | borrowings | Debentures | Total | |||||||||||||
€ in thousands | ||||||||||||||||
Balance as at January 1, 2020 | 93,320 | 71,584 | 164,904 | |||||||||||||
Changes from financing cash flows | ||||||||||||||||
Proceeds from issue of debentures | 12 | - | 38,057 | 38,057 | ||||||||||||
Repayment of Debentures | 12 | - | (26,923 | ) | (26,923 | ) | ||||||||||
Receipt of loans | 11 | 111,357 | - | 111,357 | ||||||||||||
Repayment of loans | 11 | (3,959 | ) | - | (3,959 | ) | ||||||||||
Accrued interest | 11 | 822 | - | 822 | ||||||||||||
Transaction costs related to borrowings | (9,538 | ) | 247 | (9,291 | ) | |||||||||||
Purchase of the operation (see note 6D) | 6,511 | - | 6,511 | |||||||||||||
Total net financing cash flows | 198,513 | 82,965 | 281,478 | |||||||||||||
Effect of changes in foreign exchange rates | (344 | ) | (241 | ) | (585 | ) | ||||||||||
Balance as at December 31, 2020 | 198,169 | 82,724 | 280,893 |
D. | Movement in liabilities deriving from financing activities |
December 31, 2020 | December 31, 2019 | |||||||||||||||
Face value | Carrying amount | Face value | Carrying amount | |||||||||||||
€ in thousands | € in thousands | |||||||||||||||
Debentures | 83,499 | 82,724 | 72,137 | 71,584 | ||||||||||||
Less current maturities | 10,849 | 10,600 | 26,928 | 26,773 | ||||||||||||
Total long-term debentures | 72,650 | 72,124 | 45,209 | 44,811 |
Liabilities | ||||||||||||||||
Loans and | ||||||||||||||||
Note | borrowings | Debentures | Total | |||||||||||||
€ in thousands | ||||||||||||||||
Balance as at January 1, 2022 | 218,895 | 137,299 | 356,194 | |||||||||||||
Changes from financing activities | ||||||||||||||||
Repayment of debentures | 12 | - | (19,764 | ) | (19,764 | ) | ||||||||||
Receipt of loans | 11 | 215,170 | - | 215,170 | ||||||||||||
Repayment of loans | 11 | (153,751 | ) | - | (153,751 | ) | ||||||||||
Accrued interest | 11 | 2,488 | - | 2,488 | ||||||||||||
Linkage | 11 | 2,029 | - | 2,029 | ||||||||||||
Transaction costs related to borrowings | (3,861 | ) | 779 | (3,082 | ) | |||||||||||
Issuance of capital note to non-controlling interest | (3,958 | ) | - | (3,958 | ) | |||||||||||
Total net financing liabilities | 277,012 | 118,314 | 395,326 | |||||||||||||
Effect of changes in foreign exchange rates | (3,149 | ) | (7,886 | ) | (11,035 | ) | ||||||||||
Balance as at December 31, 2022 | 273,863 | 110,428 | 384,291 |
Liabilities | ||||||||||||||||
Loans and | ||||||||||||||||
Note | borrowings | Debentures | Total | |||||||||||||
€ in thousands | ||||||||||||||||
Balance as at January 1, 2021 | 198,169 | 82,724 | 280,893 | |||||||||||||
Changes from financing activities | ||||||||||||||||
Proceeds from issue of debentures | 12 | - | 71,398 | 71,398 | ||||||||||||
Repayment of Debentures | 12 | - | (30,730 | ) | (30,730 | ) | ||||||||||
Receipt of loans | 11 | 32,947 | - | 32,947 | ||||||||||||
Repayment of loans | 11 | (27,587 | ) | - | (27,587 | ) | ||||||||||
Accrued interest | 11 | 2,598 | - | 2,598 | ||||||||||||
Transaction costs related to borrowings | 9,978 | 567 | 10,545 | |||||||||||||
Total net financing liabilities | 216,105 | 123,959 | 340,064 | |||||||||||||
Effect of changes in foreign exchange rates | 2,790 | 13,340 | 16,130 | |||||||||||||
Balance as at December 31, 2021 | 218,895 | 137,299 | 356,194 |
F - 68 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Composed as follows: |
December 31, 2022 | December 31, 2021 | |||||||||||||||
Face value | Carrying amount | Face value | Carrying amount | |||||||||||||
€ in thousands | € in thousands | |||||||||||||||
Debentures | 111,911 | 110,428 | 139,664 | 137,299 | ||||||||||||
Less current maturities | 19,078 | 18,714 | 20,342 | 19,806 | ||||||||||||
Total long-term debentures | 92,833 | 91,714 | 119,322 | 117,493 |
B. |
F - 69 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Debentures |
1. | the Company’s |
2. | The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of cash and cash equivalents and short-term investments and net of financing of projects, including hedging transactions in connection with such financing, of the Company’s subsidiaries |
F - 70 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
B. | Debentures |
3. | The ratio of (a) the |
December 31 | December 31 | |||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Second year | 13,716 | 6,927 | ||||||
Third year | 15,322 | 8,098 | ||||||
Fourth year | 24,629 | 9,714 | ||||||
Fifth year | 18,457 | 13,195 | ||||||
Sixth year and thereafter | - | 6,877 | ||||||
Long-term loans | 72,124 | 44,811 | ||||||
Current maturities | 10,600 | 26,773 | ||||||
82,724 | 71,584 |
F - 71 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 1312 - Other Long-term LiabilitiesDebentures (cont’d)
December 31 | December 31 | |||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Forward contracts closed (1) | 486 | 1,767 | ||||||
Liabilities for employees benefits | 27 | 28 | ||||||
513 | 1,795 | |||||||
B. | Debentures - Details (cont'd) |
The Company |
The |
3. | The ratio of (a) the Series D Net Financial Debt, to (b) the Company earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from its operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date occurred in the four quarters that preceded the test date will be calculated based on Annual Gross Up (as such terms are defined in the Series D Deed of Trust), based on the aggregate four preceding quarters (the “Series D Adjusted EBITDA” and the “Series D Ratio of Net Financial Debt to Series D Adjusted EBITDA,” respectively), shall not be higher than 14 for purposes of the immediate repayment provision and shall not be higher than 12 for purposes of the update of the annual interest provision. |
F - 72 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
B. | Debentures - Details (cont'd) |
C. | The aggregate annual maturities are as follows: |
December 31 | December 31 | |||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Second year | 37,779 | 19,824 | ||||||
Third year | 37,792 | 40,195 | ||||||
Fourth year | 16,143 | 40,263 | ||||||
Fifth year | - | 17,211 | ||||||
Long-term debentures | 91,714 | 117,493 | ||||||
Current maturities | 18,714 | 19,806 | ||||||
110,428 | 137,299 |
December 31 | December 31 | |||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Warrants Liability (refer to Note 16) | 329 | 2,196 | ||||||
Other liabilities (see note 6B) | 1,626 | 1,665 | ||||||
Liabilities for employees benefits | 66 | 44 | ||||||
2,021 | 3,905 |
F - 73 |
Notes to the Consolidated Financial Statements as at December 31, 2022
1. | Lands; and |
2. | Machinery equipment. |
1. | Information regarding material lease agreements |
2. | Information regarding material lease agreements entered into during the period |
3. | Right-of-use assets |
Gelderland | Italy | Spain | Talasol | Talmei Yosef | Pumped storage | Total | ||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||
Balance as at January 1, 2022 | 170 | - | 2,755 | 7,587 | 1,503 | 11,352 | 23,367 | |||||||||||||||||||||
lease agreements entered into during the period | - | 8,861 | - | - | - | - | 8,861 | |||||||||||||||||||||
Depreciation for the year | (124 | ) | (128 | ) | (120 | ) | (404 | ) | (117 | ) | (473 | ) | (1,366 | ) | ||||||||||||||
Other | - | - | (321 | ) | - | 36 | 228 | (57 | ) | |||||||||||||||||||
Effect of changes in exchange rates | - | - | - | - | (91 | ) | (694 | ) | (785 | ) | ||||||||||||||||||
Balance as at December 31, 2022 | 46 | 8,733 | 2,314 | 7,183 | 1,331 | 10,413 | 30,020 |
F - 74 |
Notes to the Consolidated Financial Statements as at December 31, 2022
3. | Right-of-use assets (cont’d) |
Gelderland | Spain | Talasol | Talmei Yosef | Pumped storage | Total | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Balance as at January 1, 2021 | 355 | 2,874 | 12,517 | 1,463 | - | 17,209 | ||||||||||||||||||
Lease agreements entered into during the period | - | - | - | - | 10,629 | 10,629 | ||||||||||||||||||
Depreciation for the year | (185 | ) | (119 | ) | (404 | ) | (110 | ) | (213 | ) | (1,031 | ) | ||||||||||||
Other | - | - | (4,526 | ) | (18 | ) | 48 | (4,496 | ) | |||||||||||||||
Effect of changes in exchange rates | - | - | - | 168 | 888 | 1,056 | ||||||||||||||||||
Balance as at December 31, 2021 | 170 | 2,755 | 7,587 | 1,503 | 11,352 | 23,367 |
4. | Lease liability |
Gelderland | Spain | Talasol | Talmei Yosef | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Cost | ||||||||||||||||||||
Balance as at January 1, 2020 | - | 1,235 | 12,686 | 1,688 | 15,609 | |||||||||||||||
Additions | - | 1,789 | - | 10 | 1,799 | |||||||||||||||
New companies | 355 | - | - | - | 355 | |||||||||||||||
Disposals | - | - | - | - | - | |||||||||||||||
Effect of changes in exchange rates | - | - | - | (26 | ) | (26 | ) | |||||||||||||
Balance as at December 31, 2020 | 355 | 3,024 | 12,686 | 1,672 | 17,737 |
Depreciation | ||||||||||||||||||||
Balance as at January 1, 2020 | - | 75 | 30 | 103 | 208 | |||||||||||||||
Depreciation for the year | - | 75 | 139 | 106 | 320 | |||||||||||||||
New companies | - | - | - | - | - | |||||||||||||||
Disposals | - | - | - | - | - | |||||||||||||||
Balance as at December 31, 2020 | - | 150 | 169 | 209 | 528 | |||||||||||||||
Carrying amounts | ||||||||||||||||||||
As at January 1, 2019 | - | - | - | - | - | |||||||||||||||
As at December 31, 2019 | - | 1,160 | 12,656 | 1,585 | 15,401 | |||||||||||||||
As at December 31, 2020 | 355 | 2,874 | 12,517 | 1,463 | 17,209 |
December 31, | ||||
€ in thousands | ||||
Less than one year | 745 | |||
One to five years | 3,168 | |||
More than five years | ||||
Total | ||||
Current maturities of lease liability | ||||
Long-term lease liability |
5. |
(a) |
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Depreciation on right-of-use asset | *743 | 774 | 320 | |||||||||
Interest expenses on lease liability | 370 | 367 | 494 |
* The rest of the depreciation is capitalized to fixed asset.
F - 75 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | On December 30, 2008, the |
B. | Compensation to key management personnel and interested parties (including directors) |
Year ended December 31 | ||||||||||||||||||||||||
2020 | 2019 | 2018 | ||||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||||||
People | Amount | People | Amount | People (*) | Amount | |||||||||||||||||||
€ thousands | € thousands | € thousands | ||||||||||||||||||||||
Short-term employee | ||||||||||||||||||||||||
Benefits | 3 | 880 | 3 | 689 | 2 | 371 | ||||||||||||||||||
Post-employment | ||||||||||||||||||||||||
Benefits | 2 | 62 | 2 | 56 | 2 | 48 | ||||||||||||||||||
Share-based payments | 1 | - | 1 | 29 | 2 | - | ||||||||||||||||||
Year ended December 31 | ||||||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||||||
People | Amount | People | Amount | People | Amount | |||||||||||||||||||
€ thousands | € thousands | € thousands | ||||||||||||||||||||||
Short-term employee | ||||||||||||||||||||||||
Benefits | 3 | 994 | 3 | 763 | 3 | 880 | ||||||||||||||||||
Post-employment | ||||||||||||||||||||||||
Benefits | 2 | 72 | 2 | 61 | 2 | 62 | ||||||||||||||||||
Share-based payments | 3 | 69 | 3 | 68 | 1 | - |
F - 76 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
B. | Compensation to key management personnel and interested parties (including directors) (cont’d) |
Year ended December 31 | ||||||||||||||||||||||||
2020 | 2019 | 2018 | ||||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||||||
people | Amount | people | Amount | People (*) | Amount | |||||||||||||||||||
€ thousands | € thousands | € thousands | ||||||||||||||||||||||
Total compensation to | ||||||||||||||||||||||||
directors not employed | ||||||||||||||||||||||||
by the Company | 3 | 63 | 3 | 72 | 3 | 49 | ||||||||||||||||||
share-based payments | 3 | 34 | 3 | 9 | 3 | 5 |
Year ended December 31 | ||||||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||||||
people | Amount | people | Amount | People | Amount | |||||||||||||||||||
€ thousands | € thousands | € thousands | ||||||||||||||||||||||
Total compensation to directors not employed by the Company | 4 | 90 | 4 | 72 | 3 | 63 | ||||||||||||||||||
Share-based payments | 4 | 36 | 4 | 10 | 3 | 34 |
The terms of the loan | Balance as at December 31 | Interest income recognized instatement of | ||||||||||||||||||||||
Interest | Linkage | income for the year endedDecember 31 | ||||||||||||||||||||||
rate | base | 2020 | 2019 | 2020 | 2019 | 2018 | ||||||||||||||||||
% | € thousands | |||||||||||||||||||||||
Dori Energy | 8.1 (*) | NIS+CPI | 8,745 | 10,595 | 620 | 814 | 1,130 |
C. | Debts and loans to related and interested parties |
Interest income recognized in statement of | |||||||||||||||||||||||||
The terms of the loan | Balance as at December 31 | income for the year ended December 31 | |||||||||||||||||||||||
Interest | Linkage | ||||||||||||||||||||||||
rate | base | 2022 | 2021 | 2022 | 2021 | 2020 | |||||||||||||||||||
% | € thousands | ||||||||||||||||||||||||
Dori Energy | 8.1 (*) | NIS+ Israeli CPI | 2,665 | 8,495 | 1,398 | 821 | 620 |
(*) | See Note 6A regarding the conversion of approximately NIS 46,933 thousand of the shareholders loans (of which the Company’s portion is approximately NIS 23,467 thousand) to capital notes. |
A. | Composition of share capital |
December 31, 2020 | December 31, 2019 | December 31, 2018 | ||||||||||||||||||||||
Issued and | Issued and | Issued and | ||||||||||||||||||||||
Authorized | Outstanding(1) | Authorized | outstanding(1) | Authorized | Outstanding | |||||||||||||||||||
Number of shares | ||||||||||||||||||||||||
Ordinary shares Of NIS 10.00 par value each | 17,000,000 | 12,652,094 | (1) | 17,000,000 | 11,479,094 | (1) | 17,000,000 | 10,675,508 | (1) |
December 31, 2022 | December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
Issued and | Issued and | Issued and | ||||||||||||||||||||||
Authorized | Outstanding(1) | Authorized | outstanding(1) | Authorized | Outstanding | |||||||||||||||||||
Number of shares | ||||||||||||||||||||||||
Ordinary shares | ||||||||||||||||||||||||
of NIS 10.00 par value each | 17,000,000 | 13,110,631 | (1) | 17,000,000 | 12,849,295 | (1) | 17,000,000 | 12,652,094 | (1) |
(1) | Net of |
F - 77 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Composition of share capital (cont'd) |
B. | Rights attached to shares: |
1. | Voting rights at the general meeting, right to dividend and rights upon liquidation of the Company. |
2. | Commencing August 22, 2011, the Company’s ordinary shares have been listed on the NYSE American (formerly the NYSE MKT and the NYSE Amex). On October 27, 2013, the Company's ordinary shares were also listed for trading on the Tel Aviv Stock Exchange in Israel. |
C. | Translation reserve from foreign operation |
D. | Capital management in the Company |
1. | To preserve the |
2. | To ensure adequate return for the shareholders by making reasonable investment decisions based on the level of internal rate of return that is in line with the |
3. | To maintain healthy capital ratios in order to support business activity and maximize shareholders value. |
A. | Expenses recognized in the financial statements |
Year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ thousand | ||||||||||||
Expenses arising from share-based payment | ||||||||||||
Transactions | 50 | 8 | 5 |
Year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ thousand | ||||||||||||
Expenses arising from share-based payment transactions | 127 | 63 | 50 |
F - 78 |
Notes to the financial statements (cont’d)Consolidated Financial Statements as at December 31, 2022
A. | Expenses recognized in the financial statements (cont'd) |
Year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
Expected volatility | 0.427 | 0.428 | 0.384 | |||||||||
Risk-free interest | 0.11 | % | 1.73 | % | 2.67 | % | ||||||
Expected life (in years) | 2-3 | 2-3 | 2-3 |
Year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
Expected volatility | 0.405 | 0.433 | 0.427 | |||||||||
Risk-free interest | 2.9 | % | 0.48 | % | 0.11 | % | ||||||
Expected life (in years) | 2-3 | 2-3 | 2-3 |
Equal market price | ||||||||
2020 | 2019 | |||||||
US$ | ||||||||
Weighted average exercise prices | 28.91 | 11.41 | ||||||
Weighted average fair value on grant date | 9.63 | 3.4 |
Equal market price | ||||||||
2022 | 2021 | |||||||
US$ | ||||||||
Weighted average exercise prices | 27.22 | 29.27 | ||||||
Weighted average fair value on grant date | 7.27 | 9.65 |
B. | Stock Option Plans |
F - 79 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
2020 | 2019 | 2018 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Average | average | Average | ||||||||||||||||||||||
Number of | Exercise | Number of | exercise | Number of | Exercise | |||||||||||||||||||
options | Price | options | price | options | Price | |||||||||||||||||||
US$ | US$ | US$ | ||||||||||||||||||||||
Outstanding at | ||||||||||||||||||||||||
beginning of year | 34,886 | 8.09 | 27,169 | 7.82 | 25,502 | 7.54 | ||||||||||||||||||
Granted during | ||||||||||||||||||||||||
the year | 4,249 | 28.91 | 18,303 | 11.41 | 3,000 | 8.95 | ||||||||||||||||||
Exercised during | ||||||||||||||||||||||||
the year | (8,000 | ) | 7.87 | (3,586 | ) | 6.27 | - | - | ||||||||||||||||
Expired during | ||||||||||||||||||||||||
the year | - | - | (7,000 | ) | 8.25 | (1,333 | ) | 5 | ||||||||||||||||
Outstanding at | ||||||||||||||||||||||||
end of year | 31,135 | 12.94 | 34,886 | 9.83 | 27,169 | 7.82 | ||||||||||||||||||
Exercisable at | ||||||||||||||||||||||||
end of year | 17,018 | 6.3 | 16,583 | 8.09 | 24,169 | 7.68 | ||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Average | average | Average | ||||||||||||||||||||||
Number of | Exercise | Number of | exercise | Number of | Exercise | |||||||||||||||||||
options | Price | options | price | options | Price | |||||||||||||||||||
US$ | US$ | US$ | ||||||||||||||||||||||
Outstanding at | ||||||||||||||||||||||||
beginning of year | 48,684 | 26.16 | 31,135 | 12.94 | 34,886 | 9.83 | ||||||||||||||||||
Granted during | ||||||||||||||||||||||||
the year | 4,000 | 27.22 | 37,000 | 29.27 | 4,249 | 28.91 | ||||||||||||||||||
Exercised during | ||||||||||||||||||||||||
the year | (3,290 | ) | 11.19 | (18,451 | ) | 10.06 | (8,000 | ) | 7.87 | |||||||||||||||
Expired during | ||||||||||||||||||||||||
the year | (- | ) | - | (1,000 | ) | 26.63 | - | - | ||||||||||||||||
Outstanding at | ||||||||||||||||||||||||
end of year | 49,394 | 26.98 | 48,684 | 26.16 | 31,135 | 12.94 | ||||||||||||||||||
Exercisable at | ||||||||||||||||||||||||
end of year | 23,394 | 25.25 | 6,749 | 20.05 | 17,018 | 6.3 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Interest income and consumer price index in Israel in connection to concession project | 1,423 | 1,757 | 1,948 | |||||||||
Interest income | 553 | 70 | 291 | |||||||||
Change in fair value of derivatives, net | 1,094 | 897 | 494 | |||||||||
Consumer price index in Israel for loan | 103 | - | - | |||||||||
Swap interest | 55 | - | - | |||||||||
Gain from exchange rate differences, net | - | - | 697 | |||||||||
Total financing income | 3,228 | 2,724 | 3,430 |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Swap interest | - | 270 | 206 | |||||||||
Debentures interest and related expenses | 2,155 | 4,696 | 2,604 | |||||||||
Interest on loans | 1,518 | (*) 2,325 | 2,330 | |||||||||
Consumer price index in Israel for loan | - | 102 | 171 | |||||||||
Bank charges and other commissions | 576 | 585 | 210 | |||||||||
Forward loss | - | 513 | - | |||||||||
Interest on lease liability | 494 | (*) 341 | - | |||||||||
Loss from exchange rate differences, net | 2,119 | 2,045 | - | |||||||||
Total financing expenses | 6,862 | 10,877 | 5,521 |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Depreciation from fixed assets | 2,299 | 5,744 | 5,500 | |||||||||
Depreciation from Right-of-use assets | 320 | 321 | - | |||||||||
Amortization | 356 | 351 | 316 | |||||||||
Professional services | 466 | 663 | 375 | |||||||||
Annual rent | 16 | 9 | 390 | |||||||||
Operating and maintenance services | 4,025 | 5,322 | 4,942 | |||||||||
Insurance | 178 | 344 | 245 | |||||||||
Other | 266 | 300 | 390 | |||||||||
Total operating costs | 7,926 | 13,054 | 12,158 |
A. | Revenues |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Revenues from the sale of solar electricity | 39,601 | 31,081 | 2,577 | |||||||||
Revenues from the sale of gas and power produced by anaerobic digestion plants | 12,640 | 12,686 | 6,002 | |||||||||
Revenues from concessions project | 1,119 | 1,954 | 1,066 | |||||||||
Total revenues | 53,360 | 45,721 | 9,645 |
B. | Operating Costs, Depreciation and Amortization |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Depreciation from fixed assets | 14,954 | 13,977 | 2,299 | |||||||||
Depreciation from right-of-use assets | 743 | 774 | 320 | |||||||||
Amortization of intangible asset | 395 | 365 | 356 | |||||||||
Professional services | 2,280 | 1,496 | 482 | |||||||||
Operating and maintenance services | 14,115 | 11,456 | 4,025 | |||||||||
System operator charges | 6,882 | 3,046 | - | |||||||||
Insurance | 694 | 549 | 178 | |||||||||
Other | 118 | 1,043 | 266 | |||||||||
Total operating costs | 40,181 | 32,706 | 7,926 |
C. | General and administrative expenses |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Salaries and related compensation | 2,151 | 1,505 | 1,442 | |||||||||
Professional services | 2,404 | 2,822 | 2,057 | |||||||||
Other | 1,337 | 1,334 | 1,013 | |||||||||
Total general and administrative expenses | 5,892 | 5,661 | 4,512 |
F - 81 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
D. | Financing income and expenses: |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Salaries and related compensation | 1,442 | 1,324 | 1,016 | |||||||||
Professional services | 2,057 | 1,978 | 2,185 | |||||||||
Other | 1,013 | 525 | 399 | |||||||||
Total general and administrative expenses | 4,512 | 3,827 | 3,600 |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Other income in connection with the A.R.Z. electricity pumped storage project (see Note 6B) | - | - | 73 | |||||||||
Compensation from contractor (*) | - | - | 811 | |||||||||
Other (**) | 2,100 | (2,100 | ) | - | ||||||||
Total other income (expenses), net | 2,100 | (2,100 | ) | 884 |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Revenues from the sale of solar electricity | 2,577 | 13,069 | 12,593 | |||||||||
Revenues from the sale of gas and power produced by anaerobic digestion plants | 6,002 | 4,786 | 4,483 | |||||||||
Revenues from concessions project | 1,066 | 1,133 | 1,041 | |||||||||
Total Revenues | 9,645 | 18,988 | 18,117 |
1. | Financing income |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Interest income and consumer price index in Israel in connection to concession project | 3,103 | 2,248 | 1,423 | |||||||||
Interest income | 420 | 276 | 553 | |||||||||
Change in fair value of derivatives, net | 605 | - | 1,094 | |||||||||
Consumer price index in Israel for loan | - | - | 103 | |||||||||
Swap interest | - | - | 55 | |||||||||
Profit from settlement of derivatives contract | - | 407 | - | |||||||||
Gain from exchange rate differences, net | 6,042 | - | - | |||||||||
Total financing income | 10,170 | 2,931 | 3,228 |
2. | Financing expenses |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Change in fair value of derivatives, net | - | 841 | - | |||||||||
Consumer price index in Israel for loan | 909 | - | - | |||||||||
Debentures interest and related expenses | 2,130 | 3,220 | 2,155 | |||||||||
Interest and commissions related to projects finance | 6,952 | 5,589 | 1,775 | |||||||||
Amortization of capitalized expenses related to projects finance | 275 | 12,211 | 48 | |||||||||
Interest on minority shareholder loan | 1,529 | 2,055 | 41 | |||||||||
Bank charges and other commissions | 471 | 137 | 230 | |||||||||
Interest on lease liability | 370 | 367 | 494 | |||||||||
Loss from exchange rate differences, net | - | 5,395 | 2,119 | |||||||||
Total financing expenses | 12,636 | 29,815 | 6,862 |
F - 82 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
- | The real NWT is calculated by the difference between the entity’s total assets and entity’s total liabilities (exemption can be applied) multiplied by 0.5%. |
- | The minimum NWT is from €535 to €21,400. |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Current tax expense | ||||||||||||
Current year | (2,201 | ) | *(978 | ) | (119 | ) | ||||||
Adjustments for prior years, net | (2,936 | ) | — | (4 | ) | |||||||
(5,137 | ) | (978 | ) | (123 | ) | |||||||
Deferred tax income | ||||||||||||
Creation and reversal of temporary differences | 98 | *3,259 | 248 | |||||||||
Adjustments for prior years, net | 2,936 | - | - | |||||||||
3,034 | *3,259 | 248 | ||||||||||
Tax benefit (taxes in income) | (2,103 | ) | 2,281 | 125 |
F - 83 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 19 - Taxes on Income (cont’d)
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Current tax income (expense) | ||||||||||||
Current year | (119 | ) | (741 | ) | (438 | ) | ||||||
Adjustments for prior years, net | (4 | ) | (14 | ) | 26 | |||||||
(123 | ) | (755 | ) | (412 | ) | |||||||
Deferred tax income | ||||||||||||
Creation and reversal of temporary differences | 248 | 1,042 | 197 | |||||||||
Tax benefit (taxes on income) | 125 | 287 | (215 | ) |
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Profit (loss) before taxes on income | (6,293 | ) | 9,497 | 819 | ||||||||
Primary tax rate of the Company | 23 | % | 23 | % | 23 | % | ||||||
Tax calculated according to the Company’s primary tax rate | 1,447 | (2,184 | ) | (188 | ) | |||||||
Additional tax (tax saving) in respect of: | ||||||||||||
Different tax rate of foreign subsidiaries | (576 | ) | (11 | ) | 45 | |||||||
Neutralization of tax calculated in respect of the Company’s share in profits of equity accounted investees | 351 | 710 | 585 | |||||||||
Changes in deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past | 483 | 3,681 | - | |||||||||
Change in temporary differences for which deferred tax were not recognized | 325 | (166 | ) | (576 | ) | |||||||
Current year tax losses and benefits for which deferred taxes were not created | (1,910 | ) | (1,740 | ) | (136 | ) | ||||||
Tax benefit (taxes) in respect to previous years and others | 5 | (3 | ) | 55 | ||||||||
Actual Tax benefit (tax on income) | 125 | 287 | (215 | ) |
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Profit (loss) before taxes on income | 2,243 | (21,921 | ) | (6,293 | ) | |||||||
Primary tax rate of the Company | 23 | % | 23 | % | 23 | % | ||||||
Tax benefit (tax expenses) calculated according to the Company’s primary tax rate | (516 | ) | 5,042 | 1,447 | ||||||||
Additional tax saving in respect of: | ||||||||||||
Different tax rate of foreign subsidiaries | (526 | ) | (76 | ) | (576 | ) | ||||||
Neutralization of tax calculated in respect of the Company’s share in profits of equity accounted investees | 277 | 27 | 351 | |||||||||
Difference between measurement basis of income (expenses) for tax purposes and measurement basis of income (expenses) for financial reporting purposes | (706 | ) | - | - | ||||||||
Changes in deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past | 282 | - | 483 | |||||||||
Utilization of tax losses and benefits from prior years for which deferred taxes were not created | 566 | - | - | |||||||||
Change in temporary differences for which deferred tax were not recognized | - | 65 | 325 | |||||||||
Current year tax losses and benefits for which deferred taxes were not created | (1,345 | ) | (2,770 | ) | (1,910 | ) | ||||||
Tax benefit (tax expenses) in respect to previous years and others | (135 | ) | (7 | ) | 5 | |||||||
Actual tax benefit (taxes on income) | (2,103 | ) | 2,281 | 125 |
F - 84 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 19 - Taxes on Income (cont’d)
Deferred taxes are recognized by operating subsidiaries for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.
As of December 31, 2022, the Company’s Dutch subsidiaries had carry forward tax losses and deductions aggregating to approximately €17,464 thousand. Of such carry forward tax losses, deferred tax asset was not recorded in connection with aggregate tax loss amounting to approximately €705 thousand.
Financial | Fixed | Swap | Carry- forward tax | |||||||||||||||||
assets | assets and leases | contract | losses | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Balance of deferred tax asset (liability) | ||||||||||||||||||||
as at January 1, 2022 | (6,964 | ) | * (1,555 | ) | 5,400 | 7,027 | * 3,908 | |||||||||||||
Changes recognized in profit or loss | 3,065 | (569 | ) | - | 538 | 3,034 | ||||||||||||||
Changes recognized in other comprehensive income | 257 | - | 9,544 | (3 | ) | 9,798 | ||||||||||||||
Balance of deferred tax asset (liability) as at | ||||||||||||||||||||
December 31, 2022 | (3,642 | ) | (2,124 | ) | 14,944 | 7,562 | 16,740 |
Financial | Fixed | Swap | Carry- forward tax | |||||||||||||||||
assets | assets and leases | contract | losses | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Balance of deferred tax asset (liability) | ||||||||||||||||||||
as at January 1, 2021 | (7,064 | ) | (1,509 | ) | (168 | ) | 4,540 | (4,201 | ) | |||||||||||
Changes recognized in profit or loss | 926 | *(46 | ) | - | 2,379 | 3,259 | ||||||||||||||
Changes recognized in other comprehensive income | (826 | ) | - | 5,568 | 108 | 4,850 | ||||||||||||||
Balance of deferred tax asset (liability) as at | ||||||||||||||||||||
December 31, 2021 | (6,964 | ) | * (1,555 | ) | 5,400 | 7,027 | 3,908 |
F - 85 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Carry- forward | ||||||||||||||||||||
Financial | Fixed | Swap | tax | |||||||||||||||||
assets | assets | contract | losses | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Balance of deferred tax asset (liability) | ||||||||||||||||||||
as at January 1, 2020 | (6,972 | ) | (1,294 | ) | 678 | 3,406 | (4,182 | ) | ||||||||||||
Changes recognized in profit or loss | (219 | ) | 704 | - | (237 | ) | 248 | |||||||||||||
Changes recognized due to business combination | - | (919 | ) | - | 1,407 | 488 | ||||||||||||||
Changes recognized in other comprehensive income | 127 | - | (846 | ) | (36 | ) | (755 | ) | ||||||||||||
Balance of deferred tax asset (liability) as at | ||||||||||||||||||||
December 31, 2020 | (7,064 | ) | (1,509 | ) | (168 | ) | 4,540 | (4,201 | ) |
Carry- | ||||||||||||||||||||||||
Financial | Fixed | Long term | Swap | forward tax | ||||||||||||||||||||
assets | assets | loans | contract | losses | Total | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Balance of deferred tax asset (liability) | ||||||||||||||||||||||||
as at January 1, 2019 | (6,935 | ) | (1,916 | ) | 710 | 198 | 4,147 | (3,796 | ) | |||||||||||||||
Changes recognized in profit or loss | 719 | 865 | (97 | ) | (27 | ) | (418 | ) | 1,042 | |||||||||||||||
Changes recognized due to sale of operation | - | (243 | ) | (613 | ) | (261 | ) | (555 | ) | (1,672 | ) | |||||||||||||
Changes recognized in other comprehensive income | (756 | ) | - | - | 768 | 232 | 244 | |||||||||||||||||
Balance of deferred tax asset (liability) as at | ||||||||||||||||||||||||
December 31, 2019 | (6,972 | ) | (1,294 | ) | - | 678 | 3,406 | (4,182 | ) |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands (other than share and per share data) | ||||||||||||
Net income (loss) attributed to owners of the Company | (4,627 | ) | 12,060 | 1,057 | ||||||||
Weighted average ordinary shares outstanding (1) | 12,304,269 | 11,064,847 | 10,675,508 | |||||||||
Dilutive effect: | ||||||||||||
Stock options and warrants | 23,549 | 5,589 | 3,349 | |||||||||
Diluted weighted average ordinary shares Outstanding | 12,327,818 | (2) | 11,070,436 | 10,678,857 | ||||||||
Basic profit (loss) per share from continuing operations | (0.38 | ) | 1.09 | 0.10 | ||||||||
Diluted profit (loss) per share from continuing operations | (0.38 | ) | 1.09 | 0.10 |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands (other than share and per share data) | ||||||||||||
Net loss attributed to owners of the Company | (357 | ) | *(15,090 | ) | (4,627 | ) | ||||||
Weighted average ordinary shares outstanding (1) | 12,850,118 | 12,824,088 | 12,304,269 | |||||||||
Dilutive effect: | ||||||||||||
Stock options and warrants | 7,796 | 8,637 | 23,549 | |||||||||
Diluted weighted average ordinary shares outstanding | 12,857,914 | (2) | 12,832,725 | (2) | 12,327,818 | (2) | ||||||
Basic loss per share from continuing operations | (0.03 | ) | *(1.18 | ) | (0.38 | ) | ||||||
Diluted loss per share from continuing operations | (0.03 | ) | *(1.18 | ) | (0.38 | ) |
* Restated following application of an amendment to IAS 16 - see Note 2C.
(1) | Net of treasury shares. |
(2) | In 2022, 2021 and 2020 |
F - 86 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
A. | Overview |
Credit risk |
Liquidity risk |
Market risk |
For the year ended December | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Derivatives presented under current assets | ||||||||
Currency swap | 12 | 94 | ||||||
Forward contracts | 66 | - | ||||||
78 | 94 | |||||||
Derivatives presented under non-current assets | ||||||||
Financial power swap | 10,238 | 4,967 | ||||||
Currency swap | - | 103 | ||||||
Forward contracts | - | 92 | ||||||
10,238 | 5,162 | |||||||
Derivatives presented under current liabilities | ||||||||
Swap contracts | (1,378 | ) | (766 | ) | ||||
Derivatives presented under non-current liabilities | ||||||||
Forward contracts | - | (344 | ) | |||||
Currency swap | (144 | ) | - | |||||
Swap contracts | (8,192 | ) | (6,919 | ) | ||||
(8,336 | ) | (7,263 | ) |
For the year ended December | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Derivatives presented under current assets | ||||||||
Currency swap | - | 639 | ||||||
Swap contracts | 273 | - | ||||||
273 | 639 | |||||||
Derivatives presented under non-current assets | ||||||||
Swap contracts | 1,488 | - | ||||||
Currency swap | - | 2,635 | ||||||
1,488 | 2,635 | |||||||
Derivatives presented under current liabilities | ||||||||
Swap contracts | - | (3,431 | ) | |||||
Financial power swap | (33,183 | ) | (11,352 | ) | ||||
(33,183 | ) | (14,783 | ) | |||||
Derivatives presented under non-current liabilities | ||||||||
Financial power swap | (28,354 | ) | (9,542 | ) | ||||
Swap contracts | - | (565 | ) | |||||
(28,354 | ) | (10,107 | ) |
F - 87 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
December 31, | ||||||||||
Currency/ | Currency/ | Fair value - € | ||||||||
linkage/interest rate | linkage/interest rate | in | ||||||||
Payable | Date of expiration | thousand | ||||||||
Euro 17.6 million interest swap transaction for a period of 18 years, semi-annually. | ||||||||||
Fixed | ||||||||||
1,761 | ||||||||||
Financial power swap- | Electricity price in Spain | Fixed price | September 30, 2030 | (61,537 | ) |
B. | Risk management framework |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 21 - Financial Instruments (cont’d)
C. | Credit Risk |
F - 89 |
Notes to the Consolidated Financial Statements as at December 31, 2022
C. | Credit Risk (cont’d) |
D. | Liquidity risk |
F - 90 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
D. | Liquidity risk (cont’d) |
December 31, 2020 | ||||||||||||||||||||||||
Carrying | Contractual | Less than | More than | |||||||||||||||||||||
amount | cash flows | 1 year | 2 years | 3-5 years | 5 years | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Long term loans, including current maturities | 198,169 | 263,112 | 20,896 | 34,645 | 32,594 | 174,977 | ||||||||||||||||||
Debentures | 82,724 | 91,431 | 13,502 | 33,368 | 44,561 | - | ||||||||||||||||||
Lease liabilities | 17,789 | 28,910 | 1,051 | 1,941 | 1,799 | 24,119 | ||||||||||||||||||
Trade payables and other accounts payable | 13,706 | 13,706 | 13,706 | - | - | - | ||||||||||||||||||
312,388 | 397,159 | 49,155 | 69,954 | 78,954 | 199,096 | |||||||||||||||||||
Derivative finance liabilities | ||||||||||||||||||||||||
Currency swap | 132 | 132 | (12 | ) | 63 | 81 | - | |||||||||||||||||
Swap contracts | 9,570 | 9,570 | 1,378 | 2,490 | 2,109 | 3,593 | ||||||||||||||||||
9,702 | 9,702 | 1,366 | 2,553 | 2,190 | 3,593 |
December 31, 2019 | ||||||||||||||||||||||||
Carrying | Contractual | Less than | More than | |||||||||||||||||||||
amount | cash flows | 1 year | 2 years | 3-5 years | 5 years | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Long term loans, including current maturities | 93,320 | 100,415 | 5,075 | 9,041 | 19,154 | 67,145 | ||||||||||||||||||
Debentures | 71,584 | 78,235 | 28,718 | 8,615 | 33,899 | 7,003 | ||||||||||||||||||
Lease liabilities | 15,627 | 25,859 | 462 | 806 | 2,417 | 22,174 | ||||||||||||||||||
Trade payables and other accounts payable | 2,928 | 2,928 | 2,928 | - | - | - | ||||||||||||||||||
183,459 | 207,437 | 37,183 | 18,462 | 55,470 | 96,322 | |||||||||||||||||||
Derivative finance liabilities | ||||||||||||||||||||||||
Forward contracts | 252 | 252 | - | 252 | - | - | ||||||||||||||||||
Swap contracts | 7,685 | 7,685 | 766 | 2,682 | 2,172 | 2,065 | ||||||||||||||||||
7,937 | 7,937 | 766 | 2,934 | 2,172 | 2,065 |
December 31, 2022 | ||||||||||||||||||||||||
Carrying | Contractual | Less than | More than | |||||||||||||||||||||
amount | cash flows | 1 year | 2 years | 3-5 years | 5 years | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Long term loans, including current maturities | 273,863 | 363,553 | 30,392 | 42,547 | 43,381 | 247,233 | ||||||||||||||||||
Debentures | 110,428 | 141,140 | 22,878 | 62,710 | 55,552 | - | ||||||||||||||||||
Lease liabilities | 22,750 | 35,911 | 1,630 | 3,233 | 3,194 | 27,854 | ||||||||||||||||||
Trade payables and other accounts payable | 15,144 | 15,144 | 15,144 | - | - | - | ||||||||||||||||||
422,185 | 555,748 | 70,044 | 108,490 | 102,127 | 275,087 | |||||||||||||||||||
Derivative finance liabilities | ||||||||||||||||||||||||
Financial power swap | 61,537 | 61,537 | 33,183 | 26,424 | (2,666 | ) | 4,596 | |||||||||||||||||
61,537 | 61,537 | 33,183 | 26,424 | (2,666 | ) | 4,596 |
December 31, 2021 | ||||||||||||||||||||||||
Carrying | Contractual | Less than | More than | |||||||||||||||||||||
amount | cash flows | 1 year | 2 years | 3-5 years | 5 years | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Long term loans, including current maturities | 218,895 | 240,038 | 147,127 | 20,671 | 18,347 | 53,892 | ||||||||||||||||||
Debentures | 137,299 | 150,116 | 24,244 | 66,481 | 59,391 | - | ||||||||||||||||||
Lease liabilities | 20,129 | 25,825 | 4,832 | 2,244 | 2,201 | 16,548 | ||||||||||||||||||
Trade payables and other accounts payable | 22,058 | 22,058 | 22,058 | - | - | - | ||||||||||||||||||
398,381 | 438,037 | 198,261 | 89,396 | 79,939 | 70,440 | |||||||||||||||||||
Derivative finance liabilities | ||||||||||||||||||||||||
Financial power swap | 20,894 | 20,894 | 11,352 | 14,079 | 1,961 | (6,498 | ) | |||||||||||||||||
Swap contracts | 3,996 | 3,996 | 3,431 | 234 | 157 | 174 | ||||||||||||||||||
24,890 | 24,890 | 14,783 | 14,313 | 2,118 | (6,324 | ) |
F - 91 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
E. | Market risk |
(1) | Foreign currency risk |
F - 92 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
E. | Market risk (cont’d) |
(1) | Foreign currency risk (cont’d) |
(a) | The exposure to linkage and foreign currency risk |
December 31, 2020 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||
Non-monetary/ Non finance | NIS(*) | Unlinked | EURO | Total | Non-monetary/ Non finance | NIS(*) | Unlinked | EURO | Total | |||||||||||||||||||||||||||||||
€ in thousands | € in thousands | |||||||||||||||||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | - | 50,195 | 952 | 15,698 | 66,845 | - | 30,359 | 55 | 16,044 | 46,458 | ||||||||||||||||||||||||||||||
Marketable securities | - | - | 1,761 | - | 1,761 | - | - | 2,836 | - | 2,836 | ||||||||||||||||||||||||||||||
Short term deposits | - | 8,113 | - | - | 8,113 | |||||||||||||||||||||||||||||||||||
Asset from concession project | - | 1,491 | - | - | 1,491 | |||||||||||||||||||||||||||||||||||
Restricted cash | - | - | - | 900 | 900 | |||||||||||||||||||||||||||||||||||
Receivable from concession project | - | 1,799 | - | - | 1,799 | |||||||||||||||||||||||||||||||||||
Trade and other receivables | 380 | 3,155 | 384 | 5,906 | 9,825 | 2,174 | 4,694 | 16 | 5,798 | 12,682 | ||||||||||||||||||||||||||||||
Non-current assets: | ||||||||||||||||||||||||||||||||||||||||
Investments in equity | ||||||||||||||||||||||||||||||||||||||||
accounted investees | 23,489 | 8,745 | - | - | 32,234 | |||||||||||||||||||||||||||||||||||
Advances on account of | ||||||||||||||||||||||||||||||||||||||||
investments in process | 2,423 | - | - | - | 2,423 | |||||||||||||||||||||||||||||||||||
Asset from concession project | - | 25,036 | - | - | 25,036 | |||||||||||||||||||||||||||||||||||
Investments in equity accounted investees | 23,976 | 6,053 | - | - | 30,029 | |||||||||||||||||||||||||||||||||||
Advances on account of investments | 2,328 | - | - | - | 2,328 | |||||||||||||||||||||||||||||||||||
Receivable from concession project | - | 24,795 | - | - | 24,795 | |||||||||||||||||||||||||||||||||||
Fixed assets | 264,095 | - | - | - | 264,095 | 365,756 | - | - | - | 365,756 | ||||||||||||||||||||||||||||||
Right of use asset | - | 1,463 | - | 15,746 | 17,209 | |||||||||||||||||||||||||||||||||||
Concession intangible asset | 4,604 | - | - | - | 4,604 | |||||||||||||||||||||||||||||||||||
Restricted cash long-term | - | 5,882 | - | 4,049 | 9,931 | |||||||||||||||||||||||||||||||||||
Right-of-use asset | 30,020 | - | - | - | 30,020 | |||||||||||||||||||||||||||||||||||
Intangible asset | 4,094 | - | - | - | 4,094 | |||||||||||||||||||||||||||||||||||
Restricted cash and deposits | - | 5,607 | - | 14,585 | 20,192 | |||||||||||||||||||||||||||||||||||
Deferred tax | 3,605 | - | - | - | 3,605 | 23,510 | - | - | - | 23,510 | ||||||||||||||||||||||||||||||
Other assets | 2,593 | 30 | - | 139 | 2,762 | |||||||||||||||||||||||||||||||||||
Long term receivables | 7,840 | 1,171 | - | 259 | 9,270 | |||||||||||||||||||||||||||||||||||
Derivatives | - | - | - | 10,238 | 10,238 | - | - | - | 1,488 | 1,488 | ||||||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||||||||||
Current maturities of long term bank loans | - | (1,762 | ) | - | (8,470 | ) | (10,232 | ) | - | (2,091 | ) | - | (10,724 | ) | (12,815 | ) | ||||||||||||||||||||||||
Current maturities of long term loans | - | - | - | (4,021 | ) | (4,021 | ) | - | - | - | (10,000 | ) | (10,000 | ) | ||||||||||||||||||||||||||
Short-term debentures | - | (10,600 | ) | - | - | (10,600 | ) | |||||||||||||||||||||||||||||||||
Current maturities of debentures | - | (18,714 | ) | - | - | (18,714 | ) | |||||||||||||||||||||||||||||||||
Trade payables | - | (221 | ) | - | (12,166 | ) | (12,387 | ) | - | (123 | ) | - | (4,381 | ) | (4,504 | ) | ||||||||||||||||||||||||
Accrued expenses and | ||||||||||||||||||||||||||||||||||||||||
other payables | - | (3,502 | ) | (666 | ) | (3,744 | ) | (7,912 | ) | |||||||||||||||||||||||||||||||
Other payables | - | (6,107 | ) | - | (5,100 | ) | (11,207 | ) | ||||||||||||||||||||||||||||||||
Current maturities of derivatives | - | - | - | (33,183 | ) | (33,183 | ) | |||||||||||||||||||||||||||||||||
Current maturities of lease liabilities | - | (193 | ) | - | (552 | ) | (745 | ) | ||||||||||||||||||||||||||||||||
Non-current liabilities: | ||||||||||||||||||||||||||||||||||||||||
Lease liability | - | (1,436 | ) | - | (15,863 | ) | (17,299 | ) | ||||||||||||||||||||||||||||||||
Liabilities to banks | - | (15,520 | ) | - | (119,000 | ) | (134,520 | ) | ||||||||||||||||||||||||||||||||
Other long-term loans | - | (5,102 | ) | - | (44,294 | ) | (49,396 | ) | ||||||||||||||||||||||||||||||||
Long-term debentures | - | (72,124 | ) | - | - | (72,124 | ) | |||||||||||||||||||||||||||||||||
Long-term lease liabilities | - | (4,740 | ) | - | (17,265 | ) | (22,005 | ) | ||||||||||||||||||||||||||||||||
Long-term loans | - | (13,495 | ) | - | (215,971 | ) | (229,466 | ) | ||||||||||||||||||||||||||||||||
Other long-term bank loans | - | (7,538 | ) | - | (14,044 | ) | (21,582 | ) | ||||||||||||||||||||||||||||||||
Debentures | - | (91,714 | ) | - | - | (91,714 | ) | |||||||||||||||||||||||||||||||||
Deferred tax | (7,806 | ) | - | - | - | (7,806 | ) | (6,770 | ) | - | - | - | (6,770 | ) | ||||||||||||||||||||||||||
Derivatives | - | - | - | (8,336 | ) | (8,336 | ) | - | - | - | (28,354 | ) | (28,354 | ) | ||||||||||||||||||||||||||
Other long-term liabilities | - | (27 | ) | (486 | ) | - | (513 | ) | - | (2,021 | ) | - | - | (2,021 | ) | |||||||||||||||||||||||||
Total exposure in statement | ||||||||||||||||||||||||||||||||||||||||
of financial position in | ||||||||||||||||||||||||||||||||||||||||
respect of financial assets | ||||||||||||||||||||||||||||||||||||||||
and financial liabilities | 293,383 | (6,184 | ) | 1,945 | (164,118 | ) | 125,026 | 452,928 | (72,258 | ) | 2,907 | (300,500 | ) | 83,077 |
F - 93 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
E. | Market risk (cont’d) |
(1) | Foreign currency risk (cont’d) |
(a) | The exposure to linkage and foreign currency risk (cont’d) |
December 31, 2019 | ||||||||||||||||||||
Non-monetary/ Non finance | NIS(*) | Unlinked | EURO | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | - | 23,385 | 1,517 | 19,607 | 44,509 | |||||||||||||||
Marketable securities | - | - | 2,242 | - | 2,242 | |||||||||||||||
Short term deposits | - | 6,446 | - | - | 6,446 | |||||||||||||||
Restricted cash | - | 22,162 | - | - | 22,162 | |||||||||||||||
Asset from concession project | - | 1,463 | - | - | 1,463 | |||||||||||||||
Financial asset short-term | - | 1,418 | - | - | 1,418 | |||||||||||||||
Trade and other receivables | 304 | 1,199 | 396 | 2,983 | 4,882 | |||||||||||||||
Non-current assets: | ||||||||||||||||||||
Investments in equity | ||||||||||||||||||||
accounted investees | 26,131 | 7,430 | - | - | 33,561 | |||||||||||||||
Advances on account of | ||||||||||||||||||||
investments in process | 883 | - | - | - | 883 | |||||||||||||||
Asset from concession project | - | 27,122 | - | - | 27,122 | |||||||||||||||
Fixed assets | 114,389 | - | - | - | 114,389 | |||||||||||||||
Right of use asset | - | 1,585 | - | 13,816 | 15,401 | |||||||||||||||
Concession intangible asset | 5,042 | - | - | - | 5,042 | |||||||||||||||
Restricted cash long-term | - | 5,639 | - | 5,317 | 10,956 | |||||||||||||||
Deferred tax | 2,285 | - | - | - | 2,285 | |||||||||||||||
Other assets | 12,218 | 31 | - | - | 12,249 | |||||||||||||||
Derivatives | - | - | - | 5,162 | 5,162 | |||||||||||||||
Current liabilities: | ||||||||||||||||||||
Loans and borrowings | - | (1,669 | ) | - | (2,469 | ) | (4,138 | ) | ||||||||||||
Short-term debentures | - | (26,773 | ) | - | - | (26,773 | ) | |||||||||||||
Trade payables | - | (266 | ) | - | (1,499 | ) | (1,765 | ) | ||||||||||||
Accrued expenses and | ||||||||||||||||||||
other payables | - | (3,519 | ) | - | (1,491 | ) | (5,010 | ) | ||||||||||||
Non-current liabilities: | ||||||||||||||||||||
Lease liability | - | (1,529 | ) | - | (13,873 | ) | (15,402 | ) | ||||||||||||
Long-term loans | - | (19,409 | ) | - | (69,773 | ) | (89,182 | ) | ||||||||||||
Long-term debentures | - | (44,811 | ) | - | - | (44,811 | ) | |||||||||||||
Deferred tax | (6,467 | ) | - | - | - | (6,467 | ) | |||||||||||||
Derivatives | - | - | - | (7,263 | ) | (7,263 | ) | |||||||||||||
Other long-term liabilities | - | (28 | ) | - | (1,767 | ) | (1,795 | ) | ||||||||||||
Total exposure in statement | ||||||||||||||||||||
of financial position in | ||||||||||||||||||||
respect of financial assets | ||||||||||||||||||||
and financial liabilities | 154,785 | (124 | ) | 4,155 | (51,250 | ) | 107,566 |
December 31, 2021 | ||||||||||||||||||||
Non-monetary/ Non finance | NIS(**) | Unlinked | EURO | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | - | 30,405 | 1,090 | 9,734 | 41,229 | |||||||||||||||
Marketable securities | - | - | 1,946 | - | 1,946 | |||||||||||||||
Short term deposits | - | 28,410 | - | - | 28,410 | |||||||||||||||
Restricted cash | - | - | - | 1,000 | 1,000 | |||||||||||||||
Receivable from concession project | - | 1,784 | - | - | 1,784 | |||||||||||||||
Trade and other receivables | 1,020 | 739 | - | 7,728 | 9,487 | |||||||||||||||
Non-current assets: | ||||||||||||||||||||
Investments in equity accounted investees | 25,534 | 8,495 | - | - | 34,029 | |||||||||||||||
Advances on account of investments | 1,554 | - | - | - | 1,554 | |||||||||||||||
Receivable from concession project | - | 26,909 | - | - | 26,909 | |||||||||||||||
Fixed assets | *340,897 | - | - | - | 340,897 | |||||||||||||||
Right-of-use asset | 23,367 | - | - | - | 23,367 | |||||||||||||||
Intangible asset | 4,762 | - | - | - | 4,762 | |||||||||||||||
Restricted cash and deposits | - | 6,630 | - | 9,000 | 15,630 | |||||||||||||||
Deferred tax | 12,952 | - | - | - | 12,952 | |||||||||||||||
Long term receivables | 1,928 | 1,272 | - | 2,188 | 5,388 | |||||||||||||||
Derivatives | - | - | - | 2,635 | 2,635 | |||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current maturities of long term bank loans | - | (2,024 | ) | - | (124,156 | ) | (126,180 | ) | ||||||||||||
Current maturities of long term loans | - | - | - | (16,401 | ) | (16,401 | ) | |||||||||||||
Current maturities of debentures | - | (19,806 | ) | - | - | (19,806 | ) | |||||||||||||
Trade payables | - | (218 | ) | - | (2,686 | ) | (2,904 | ) | ||||||||||||
Other payables | - | (6,882 | ) | (527 | ) | (13,397 | ) | (20,806 | ) | |||||||||||
Current maturities of derivatives | - | - | - | (14,783 | ) | (14,783 | ) | |||||||||||||
Current maturities of lease liabilities | - | (3,782 | ) | - | (547 | ) | (4,329 | ) | ||||||||||||
Non-current liabilities: | ||||||||||||||||||||
Long-term lease liabilities | - | (5,154 | ) | - | (10,646 | ) | (15,800 | ) | ||||||||||||
Long-term loans | - | (15,803 | ) | - | (23,290 | ) | (39,093 | ) | ||||||||||||
Other long-term bank loans | - | (6,898 | ) | - | (30,323 | ) | (37,221 | ) | ||||||||||||
Debentures | - | (117,493 | ) | - | - | (117,493 | ) | |||||||||||||
Deferred tax | *(9,044 | ) | - | - | - | (9,044 | ) | |||||||||||||
Derivatives | - | - | - | (10,107 | ) | (10,107 | ) | |||||||||||||
Other long-term liabilities | - | (3,905 | ) | - | - | (3,905 | ) | |||||||||||||
Total exposure in statement | ||||||||||||||||||||
of financial position in | ||||||||||||||||||||
respect of financial assets | ||||||||||||||||||||
and financial liabilities | 402,970 | (77,321 | ) | 2,509 | (214,051 | ) | 114,107 |
F - 94 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
E. | Market risk (cont’d) |
(1) | Foreign currency risk (cont’d) |
(a) | The exposure to linkage and foreign currency risk (cont’d) |
For the year ended December 31 | ||||||||||||||||
Rate of | Rate of | |||||||||||||||
Change | Change | |||||||||||||||
% | Dollar | % | NIS | |||||||||||||
1 Euro in 2020 | 9.3 | 1.227 | 1.7 | 3.944 | ||||||||||||
1 Euro in 2019 | (2 | ) | 1.122 | (9.6 | ) | 3.878 |
For the year ended December 31 | ||||||||||||||||
Rate of | Rate of | |||||||||||||||
Change | Change | |||||||||||||||
% | Dollar | % | NIS | |||||||||||||
1 Euro in 2022 | (5.8 | ) | 1.066 | 6.6 | 3.753 | |||||||||||
1 Euro in 2021 | (7.7 | ) | 1.132 | (10.8 | ) | 3.520 |
(b) | Sensitivity analysis |
December 31, 2020 | ||||||||
Increase | Decrease | |||||||
Equity | Equity | |||||||
€ thousands | ||||||||
Change in the exchange rate of: | ||||||||
5% in the USD | 79 | (79 | ) | |||||
5% in NIS | 308 | (308 | ) |
December 31, 2019 | ||||||||
Increase | Increase | |||||||
Equity | Equity | |||||||
€ thousands | ||||||||
Change in the exchange rate of: | ||||||||
5% in the USD | 185 | (185 | ) | |||||
5% in NIS | 412 | (412 | ) |
December 31, 2022 | ||||||||
Increase | Decrease | |||||||
Equity | Equity | |||||||
€ thousands | ||||||||
Change in the exchange rate of: | ||||||||
5% in the USD | 155 | (155 | ) | |||||
5% in NIS | (963 | ) | 963 |
December 31, 2021 | ||||||||
Increase | Increase | |||||||
Equity | Equity | |||||||
€ thousands | ||||||||
Change in the exchange rate of: | ||||||||
5% in the USD | 111 | (111 | ) | |||||
5% in NIS | (1,098 | ) | 1,098 |
F - 95 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
E. | Market risk (cont’d) |
(2) | Interest rate risk |
December 31, | ||||||||
2020 | 2019 | |||||||
Profit or loss | Profit or loss | |||||||
€ in thousands | ||||||||
Increase of 1% | 803 | 580 | ||||||
Increase of 3% | 2,444 | 1,701 | ||||||
Decrease of 1% | (836 | ) | (542 | ) | ||||
Decrease of 3% | (2,477 | ) | (1,663 | ) |
December 31, | ||||||||
2022 | 2021 | |||||||
Profit or loss | Profit or loss | |||||||
€ in thousands | ||||||||
Increase of 1% | 1,313 | 2,446 | ||||||
Increase of 3% | 4,245 | 7,368 | ||||||
Decrease of 1% | (1,615 | ) | (2,474 | ) | ||||
Decrease of 3% | (4,548 | ) | (7,396 | ) |
(3) | Electricity market prices risk |
F - 96 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
F. | Fair value |
Fair values versus carrying amounts |
December 31, 2020 | |||||||||||||||||||
Fair value | |||||||||||||||||||
Carrying | Valuation techniques for | Inputs used to | |||||||||||||||||
amount | Level 1 | Level 2 | Level 3 | determining fair value | determine fair value | ||||||||||||||
€ in thousands | |||||||||||||||||||
Non-current liabilities: | |||||||||||||||||||
Debentures | 82,724 | 84,814 | - | - | |||||||||||||||
Loans from banks and others (including current maturities) | 198,169 | - | 209,005 | - | Discounting future cash flows by the market interest rate on the date of measurement. | Discount rate of Euribor+ 1.76%- 2.75% with a zero floor, Euribor+ 5.27%, fix rate for 5 years 2.9%-3.55% and 4.65% Linkage to Consumer price index in Israel | |||||||||||||
280,893 | 84,814 | 209,005 | - |
December 31, 2019 | |||||||||||||||||||
Fair value | |||||||||||||||||||
Carrying | Valuation techniques for | Inputs used to | |||||||||||||||||
amount | Level 1 | Level 2 | Level 3 | determining fair value | determine fair value | ||||||||||||||
€ in thousands | |||||||||||||||||||
Non-current liabilities: | |||||||||||||||||||
Debentures | 71,584 | 73,211 | - | - | |||||||||||||||
Loans from banks and others (including current maturities) | 93,320 | - | 94,677 | - | Discounting future cash flows by the market interest rate on the date of measurement. | Discount rate of Euribor+ 2.53%, fix rate for 5 years 2.9%-3.1% and 4.65% Linkage to Consumer price index in Israel | |||||||||||||
164,904 | 73,211 | 94,677 | - |
December 31, 2022 |
Fair value | |||||||||||||||||||
Carrying | Valuation techniques for | Inputs used to | |||||||||||||||||
amount | Level 1 | Level 2 | Level 3 | determining fair value | determine fair value | ||||||||||||||
€ in thousands | |||||||||||||||||||
Non-current liabilities: | |||||||||||||||||||
Debentures | 110,428 | 102,957 | - | - | |||||||||||||||
Loans from banks and others (including current maturities) | 273,863 | - | 217,073 | - | Discounting future cash flows by the market interest rate on the date of measurement. | Discount rate of Euribor+ 2% with a zero floor, Euribor+ 5.27%, fix rate for 5 years 2.65%-4.5% Linkage to Euribor, fix rate 2.58%-3.03%, fix rate 2.75%-7% Linkage to Consumer price index in Israel and floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%. | |||||||||||||
384,291 | 102,957 | 217,073 | - |
December 31, 2021 |
Fair value | |||||||||||||||||||
Carrying | Valuation techniques for | Inputs used to | |||||||||||||||||
amount | Level 1 | Level 2 | Level 3 | determining fair value | determine fair value | ||||||||||||||
€ in thousands | |||||||||||||||||||
Non-current liabilities: | |||||||||||||||||||
Debentures | 137,299 | 140,293 | - | - | |||||||||||||||
Loans from banks and others (including current maturities) | 218,895 | - | 223,287 | - | Discounting future cash flows by the market interest rate on the date of measurement. | Discount rate of Euribor+ 2.53%, fix rate for 5 years 2.9%-3.1% and 4.65% Linkage to Consumer price index in Israel | |||||||||||||
356,194 | 140,293 | 223,287 | - |
F - 97 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
F. | Fair value |
(2) | Interest rates used for determining fair value |
December 31 | |||
2020 | 2019 | ||
% | |||
Non-current liabilities: | |||
Loans from banks | Euribor+ 1.76%- 2.75% with a zero floor | Euribor+ 2.53% | |
Loans from banks | 4.65% Linkage to Consumer price index in Israel | 4.65% Linkage to Consumer price index in Israel | |
Loans from banks | fix rate for 5 years 2.9% - 3.55% | fix rate for 5 years 2.9% - 3.1% | |
Loans from others | Euribor+ 5.27% | Euribor+ 5.27% | |
Loans from others | 3% | - |
December 31, | |||
2022 | 2021 | ||
% | |||
Non-current liabilities: | |||
Loans from banks | Discount rate of Euribor+ 2% with a zero floor | Euribor+ 1.76%- 2.75% with a zero floor | |
Loans from banks | fix rate for 5 years 2.65%-4.5% Linkage to Euribor | fix rate for 5 years 2.65% - 3.55% | |
Loans from banks | 4.65% Linkage to Consumer price index in Israel | 4.65% Linkage to Consumer price index in Israel | |
Loans from banks | fix rate 2.58%-3.03% | - | |
Loans from others | Euribor+ 5.27% | Euribor+ 5.27% | |
Loans from others | 7% Linkage to Consumer price index in Israel and fixed rate of 5.5% | 7% Linkage to Consumer price index in Israel and fixed rate of 5.5% |
(3) | Fair values hierarchy |
Level 1 | - | Quoted prices (unadjusted) in active markets for identical assets or liabilities. |
Level 2 | - | Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. |
Level 3 | - | Inputs that are not based on observable market data (unobservable inputs). |
F - 98 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
F. | Fair value |
(3) | Fair values hierarchy |
December 31, 2022 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation techniques for | |||||||||||||
€ in thousands | determining fair value | ||||||||||||||||
Marketable securities | 2,836 | - | - | 2,836 | Market price | ||||||||||||
Swap contracts | - | 1,761 | - | 1,761 | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||||
Financial power swap | - | - | (61,537 | ) | (61,537 | ) | Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
December 31, 2021 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation techniques for | |||||||||||||
€ in thousands | determining fair value | ||||||||||||||||
Marketable securities | 1,946 | - | - | 1,946 | Market price | ||||||||||||
Swap contracts | - | (3,996 | ) | - | (3,996 | ) | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||
Currency swap | - | 3,274 | - | 3,274 | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||||
Dori Energy loan | - | - | 8,495 | 8,495 | The fair value is measured by discounting the expected future loan repayments and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. The discounting rate was estimated at approximately 10% and the expected yearly change of Israeli Consumer Price Index, during the expected lifetime of the loan, was estimated at approximately 1%. | ||||||||||||
Financial power swap | - | - | (20,894 | ) | (20,894 | ) | Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
F - 99 |
December 31, 2020 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation techniques for | |||||||||||||
€ in thousands | determining fair value | ||||||||||||||||
Marketable securities | - | 1,761 | - | 1,761 | Market price | ||||||||||||
Forward contracts | - | 66 | - | 66 | Fair value measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||||
Swap contracts | - | (9,570 | ) | - | (9,570 | ) | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||
Currency swap | - | (132 | ) | - | (132 | ) | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||
Dori Energy loan | - | - | 8,745 | 8,745 | The fair value is measured by discounting the expected future loan repayments and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. The discounting rate was estimated at approximately 10% and the expected yearly change of Israeli Consumer Price Index, during the expected lifetime of the loan, was estimated at approximately 1%. | ||||||||||||
Financial power swap | - | - | 10,238 | 10,238 | Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 21 - Financial Instruments (cont’d)
F. | Fair value (cont'd) |
December 31, 2019 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation techniques for | |||||||||||||
€ in thousands | determining fair value | ||||||||||||||||
Income receivable in connection with the A.R.Z. electricity pumped storage project (see Note 6B) | - | - | 1,418 | 1,418 | The fair value of the income receivable in connection with the A.R.Z. electricity pumped storage project was calculated according to the cash flows expected to be received in 4.5 years following the financial closing of the project, discounted at a weighted interest rate of 2.36% reflecting the credit risk of the debtor. | ||||||||||||
Marketable securities | - | 2,242 | - | 2,242 | Market price | ||||||||||||
Forward contracts | - | (252 | ) | - | (252 | ) | Fair value measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||
Swap contracts | - | (7,685 | ) | - | (7,685 | ) | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||
Currency swap | - | 197 | - | 197 | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | ||||||||||||
Dori Energy loan | - | - | 10,595 | 10,595 | The fair value is measured by discounting the expected future loan repayments and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. The discounting rate was estimated at approximately 10% and the expected yearly change of Israeli Consumer Price Index, during the expected lifetime of the loan, was estimated at approximately 1%. | ||||||||||||
Financial power swap | - | - | 4,967 | 4,967 | Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
(4) | Level 3 financial instruments carried at fair value |
Financial assets | ||||
Dori Energy loan | ||||
€ in thousands | ||||
Balance as at December 31, | 8,745 | |||
Total | 799 | |||
Grant of loan | 335 | |||
Repayment | (2,259 | ) | ||
Foreign Currency translation adjustments | ||||
Balance as at December 31, |
Total income recognized in profit or loss | 243 | |||
Grant of loan | 128 | |||
Repayment | (149 | ) | ||
Conversion to capital notes | (6,053 | ) | ||
(2,665 | ) | |||
Current maturities | (2,665 | ) | ||
Balance as at December 31, 2022 | - |
Financial liability | ||||
Financial power swap | ||||
€ in thousands | ||||
Balance as at December 31, 2020 | 10,238 | |||
Total income recognized in other comprehensive income | (31,132 | ) | ||
Balance as at December 31, 2021 | (20,894 | ) | ||
Total income is recognized in other comprehensive income | (40,643 | ) | ||
Balance as at December 31, 2022 | (61,537 | ) |
F - 100 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
● | Photovoltaic power plants |
● | Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V. (BioGas), 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 Nm3 per year, respectively. |
● | Dorad Energy Ltd. (Dorad) – 9.375% indirect interest in Dorad, which owns and operates a combined cycle power plant based on natural gas, with production capacity of approximately 860 MW, located south of Ashkelon, Israel. |
● |
Pumped storage hydro power plant (Manara) – |
F - 101 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
PV | Total | |||||||||||||||||||||||||||||||||||||||
reportable | Total | |||||||||||||||||||||||||||||||||||||||
Italy | Spain | Israel | Talasol | Biogas | Dorad | Manara | segments | Reconciliations | consolidated | |||||||||||||||||||||||||||||||
For the year ended December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||
Revenues | - | 2,577 | 4,089 | - | 6,002 | 57,495 | - | 70,163 | (60,518 | ) | 9,645 | |||||||||||||||||||||||||||||
Operating expenses | - | (463 | ) | (379 | ) | - | (4,109 | ) | (44,489 | ) | - | (49,440 | ) | 44,489 | (4,951 | ) | ||||||||||||||||||||||||
Depreciation and amortization expenses | - | (905 | ) | (2,310 | ) | - | (1,457 | ) | (5,674 | ) | - | (10,346 | ) | 7,371 | (2,975 | ) | ||||||||||||||||||||||||
Gross profit (loss) | - | 1,209 | 1,400 | - | 436 | 7,332 | - | 10,377 | (8,658 | ) | 1,719 | |||||||||||||||||||||||||||||
Project development costs | (3,491 | ) | ||||||||||||||||||||||||||||||||||||||
General and | ||||||||||||||||||||||||||||||||||||||||
administrative expenses | (4,512 | ) | ||||||||||||||||||||||||||||||||||||||
Share of profits (loss) of | ||||||||||||||||||||||||||||||||||||||||
equity accounted investee | 1,525 | |||||||||||||||||||||||||||||||||||||||
Other income, net | 2,100 | |||||||||||||||||||||||||||||||||||||||
Capital gain (loss) | - | |||||||||||||||||||||||||||||||||||||||
Operating profit (loss) | (2,659 | ) | ||||||||||||||||||||||||||||||||||||||
Financing income | 2,134 | |||||||||||||||||||||||||||||||||||||||
Financing income | ||||||||||||||||||||||||||||||||||||||||
(expenses) in connection | ||||||||||||||||||||||||||||||||||||||||
with derivatives, net | 1,094 | |||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (6,862 | ) | ||||||||||||||||||||||||||||||||||||||
Profit (loss) before taxes | ||||||||||||||||||||||||||||||||||||||||
on Income | (6,293 | ) | ||||||||||||||||||||||||||||||||||||||
Segment assets as at | ||||||||||||||||||||||||||||||||||||||||
December 31, 2020 | 503 | 17,574 | 36,521 | 232,955 | 36,253 | 109,983 | 21,925 | 455,714 | 4,458 | 460,172 |
PV | Total | |||||||||||||||||||||||||||||||||||||||||||
Ellomay | Bio | reportable | Total | |||||||||||||||||||||||||||||||||||||||||
Italy | Spain | Solar | Talasol | Israel | Gas | Dorad | Manara | segments | Reconciliations | consolidated | ||||||||||||||||||||||||||||||||||
For the year ended December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||||||
Revenues | - | 3,264 | 3,597 | 32,740 | 1,119 | 12,640 | 62,813 | - | 116,173 | (62,813 | ) | 53,360 | ||||||||||||||||||||||||||||||||
Operating expenses | - | (322 | ) | (1,399 | ) | (8,764 | ) | (418 | ) | (13,186 | ) | (47,442 | ) | - | (71,531 | ) | 47,442 | (24,089 | ) | |||||||||||||||||||||||||
Depreciation expenses | - | (908 | ) | (427 | ) | (11,400 | ) | (512 | ) | (2,824 | ) | (6,339 | ) | - | (22,410 | ) | 6,318 | (16,092 | ) | |||||||||||||||||||||||||
Gross profit (loss) | - | 2,034 | 1,771 | 12,576 | 189 | (3,370 | ) | 9,032 | - | 22,232 | (9,053 | ) | 13,179 | |||||||||||||||||||||||||||||||
Adjusted gross profit (loss) | - | 2,034 | 1,771 | 12,576 | 1,565 | 1 | (3,370 | ) | 9,032 | - | 23,608 | (10,429 | ) | 13,179 | ||||||||||||||||||||||||||||||
Project development costs | (3,784 | ) | ||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | (5,892 | ) | ||||||||||||||||||||||||||||||||||||||||||
Share of loss of equity accounted investee | 1,206 | |||||||||||||||||||||||||||||||||||||||||||
Operating profit | 4,709 | |||||||||||||||||||||||||||||||||||||||||||
Financing income | 9,565 | |||||||||||||||||||||||||||||||||||||||||||
Financing expenses in connection | ||||||||||||||||||||||||||||||||||||||||||||
with derivatives and warrants, net | 605 | |||||||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (12,636 | ) | ||||||||||||||||||||||||||||||||||||||||||
Loss before taxes on income | 2,243 | |||||||||||||||||||||||||||||||||||||||||||
Segment assets as at December 31, 2022 | 22,608 | 14,577 | 20,090 | 244,584 | 34,750 | 32,002 | 107,079 | 137,432 | 613,122 | (36,965 | ) | 576,157 |
F - 102 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 22 - Operating Segments (cont’d)
PV | Total | |||||||||||||||||||||||||||||||||||||||
reportable | Total | |||||||||||||||||||||||||||||||||||||||
Italy | Spain | Israel | Talasol | Biogas | Dorad | Manara | segments | Reconciliations | consolidated | |||||||||||||||||||||||||||||||
For the year ended December 31, 2019 | ||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||
Revenues | 10,082 | 2,987 | 4,114 | - | 4,786 | 63,416 | - | 85,385 | (66,397 | ) | 18,988 | |||||||||||||||||||||||||||||
Operating expenses | (1,422 | ) | (504 | ) | (325 | ) | - | (4,387 | ) | (48,558 | ) | - | (55,196 | ) | 48,558 | (6,638 | ) | |||||||||||||||||||||||
Depreciation and amortization expenses | (3,668 | ) | (903 | ) | (2,271 | ) | (30 | ) | (1,353 | ) | (5,031 | ) | - | (13,256 | ) | 6,840 | (6,416 | ) | ||||||||||||||||||||||
Gross profit (loss) | 4,992 | 1,580 | 1,518 | (30 | ) | (954 | ) | 9,827 | - | 16,933 | (10,999 | ) | 5,934 | |||||||||||||||||||||||||||
Project development costs | (4,213 | ) | ||||||||||||||||||||||||||||||||||||||
General and | ||||||||||||||||||||||||||||||||||||||||
administrative expenses | (3,827 | ) | ||||||||||||||||||||||||||||||||||||||
Share of profits (loss) of | ||||||||||||||||||||||||||||||||||||||||
equity accounted investee | 3,086 | |||||||||||||||||||||||||||||||||||||||
Other income, net | (2,100 | ) | ||||||||||||||||||||||||||||||||||||||
Capital gain (loss) | 18,770 | |||||||||||||||||||||||||||||||||||||||
Operating profit | 17,650 | |||||||||||||||||||||||||||||||||||||||
Financing income | 1,827 | |||||||||||||||||||||||||||||||||||||||
Financing income | ||||||||||||||||||||||||||||||||||||||||
(expenses) in connection | ||||||||||||||||||||||||||||||||||||||||
with derivatives, net | 897 | |||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (10,877 | ) | ||||||||||||||||||||||||||||||||||||||
Profit before taxes on | ||||||||||||||||||||||||||||||||||||||||
Income | 9,497 | |||||||||||||||||||||||||||||||||||||||
Segment assets as at | ||||||||||||||||||||||||||||||||||||||||
December 31, 2019 | - | 16,324 | 38,942 | 118,848 | 18,463 | 116,561 | 2,473 | 311,611 | (1,439 | ) | 310,172 |
PV | Total | |||||||||||||||||||||||||||||||||||||||||||
Ellomay | Bio | reportable | Total | |||||||||||||||||||||||||||||||||||||||||
Italy | Spain | Solar | Talasol | Israel | Gas | Dorad | Manara | segments | Reconciliations | consolidated | ||||||||||||||||||||||||||||||||||
For the year ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||||||
Revenues | - | 2,587 | - | 29,432 | *1,016 | 12,686 | 51,630 | - | 97,351 | (51,630 | ) | 45,721 | ||||||||||||||||||||||||||||||||
Operating expenses | - | (472 | ) | - | (6,305 | ) | (367 | ) | (10,446 | ) | (39,175 | ) | - | (56,765 | ) | 39,175 | (17,590 | ) | ||||||||||||||||||||||||||
Depreciation expenses | - | (904 | ) | - | (10,586 | ) | (475 | ) | (3,135 | ) | (5,539 | ) | - | (20,639 | ) | 5,523 | (15,116 | ) | ||||||||||||||||||||||||||
Gross profit (loss) | - | 1,211 | - | 12,541 | *174 | (895 | ) | 6,916 | - | 19,947 | (6,932 | ) | 13,015 | |||||||||||||||||||||||||||||||
Adjusted gross profit (loss) | - | 1,211 | - | 12,541 | 1,514 | 2 | (895 | ) | 6,916 | - | 21,287 | (8,272 | ) | 13,015 | ||||||||||||||||||||||||||||||
Project development costs | (2,508 | ) | ||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | (5,661 | ) | ||||||||||||||||||||||||||||||||||||||||||
Share of loss of equity accounted investee | 117 | |||||||||||||||||||||||||||||||||||||||||||
Operating profit | 4,963 | |||||||||||||||||||||||||||||||||||||||||||
Financing income | 2,931 | |||||||||||||||||||||||||||||||||||||||||||
Financing expenses in connection | ||||||||||||||||||||||||||||||||||||||||||||
with derivatives and warrants, net | (841 | ) | ||||||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (28,974 | ) | ||||||||||||||||||||||||||||||||||||||||||
Loss before taxes on income | (21,921 | ) | ||||||||||||||||||||||||||||||||||||||||||
Segment assets as at December 31, 2021 | 1,715 | 13,841 | 14,456 | 247,004 | 38,809 | 34,570 | 118,435 | 107,678 | 576,508 | (24,529 | ) | 551,979 |
* Segment presentation for prior periods was adjusted to reflect revenues and operating expenses for the Talmei Yosef PV Plant under IFRIC 12 and not under the fixed asset model and to include the adjusted gross profit of such segment, to align the presentation with the presentation of the segments for the year ended December 31, 2022.
F - 103 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
Note 22 - Operating Segments (cont’d)
PV | Total | |||||||||||||||||||||||||||||||||||||||
reportable | Total | |||||||||||||||||||||||||||||||||||||||
Italy | Spain | Israel | Talasol | Biogas | Dorad | Manara | segments | Reconciliations | consolidated | |||||||||||||||||||||||||||||||
For the year ended December 31, 2018 | ||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||
Revenues | 9,560 | 3,033 | 4,011 | - | 4,483 | 58,063 | - | 79,150 | (61,033 | ) | 18,117 | |||||||||||||||||||||||||||||
Operating expenses | (1,579 | ) | (574 | ) | (507 | ) | - | (3,682 | ) | (44,600 | ) | - | (50,942 | ) | 44,600 | (6,342 | ) | |||||||||||||||||||||||
Depreciation and amortization expenses | (3,569 | ) | (828 | ) | (2,042 | ) | - | (1,081 | ) | (4,811 | ) | - | (12,331 | ) | 6,515 | (5,816 | ) | |||||||||||||||||||||||
Gross profit (loss) | 4,412 | 1,631 | 1,462 | - | (280 | ) | 8,652 | - | 15,877 | (9,918 | ) | 5,959 | ||||||||||||||||||||||||||||
Project development costs | (2,878 | ) | ||||||||||||||||||||||||||||||||||||||
General and | ||||||||||||||||||||||||||||||||||||||||
administrative expenses | (3,600 | ) | ||||||||||||||||||||||||||||||||||||||
Share of profits (loss) of | ||||||||||||||||||||||||||||||||||||||||
equity accounted investee | 2,545 | |||||||||||||||||||||||||||||||||||||||
Other income, net | 884 | |||||||||||||||||||||||||||||||||||||||
Operating profit | 2,910 | |||||||||||||||||||||||||||||||||||||||
Financing income | 2,936 | |||||||||||||||||||||||||||||||||||||||
Financing income | ||||||||||||||||||||||||||||||||||||||||
(expenses) in connection | ||||||||||||||||||||||||||||||||||||||||
with derivatives, net | 494 | |||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (5,521 | ) | ||||||||||||||||||||||||||||||||||||||
Profit before taxes on | ||||||||||||||||||||||||||||||||||||||||
Income | 819 | |||||||||||||||||||||||||||||||||||||||
Segment assets as at | ||||||||||||||||||||||||||||||||||||||||
December 31, 2018 | 54,539 | 16,799 | 34,258 | 15,169 | 18,879 | 105,246 | 2,318 | 247,208 | (36,048 | ) | 211,160 |
PV | Total | |||||||||||||||||||||||||||||||||||||||||||
Ellomay | Bio | reportable | Total | |||||||||||||||||||||||||||||||||||||||||
Italy | Spain | Solar | Talasol | Israel | Gas | Dorad | Manara | segments | Reconciliations | consolidated | ||||||||||||||||||||||||||||||||||
For the year ended December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||||||
Revenues | - | 2,577 | - | - | *1,066 | 6,002 | 57,495 | - | 67,140 | (57,495 | ) | 9,645 | ||||||||||||||||||||||||||||||||
Operating expenses | - | (463 | ) | - | - | (379 | ) | (4,109 | ) | (44,489 | ) | - | (49,440 | ) | 44,489 | (4,951 | ) | |||||||||||||||||||||||||||
Depreciation expenses | - | (905 | ) | - | - | (462 | ) | (1,457 | ) | (5,674 | ) | - | (8,498 | ) | 5,523 | (2,975 | ) | |||||||||||||||||||||||||||
Gross profit (loss) | - | 1,209 | - | - | 225 | 436 | 7,332 | - | 9,202 | (7,483 | ) | 1,719 | ||||||||||||||||||||||||||||||||
Adjusted gross profit (loss) | - | 1,209 | - | - | 1,400 | 3 | 436 | 7,332 | - | 10,377 | (8,658 | ) | 1,719 | |||||||||||||||||||||||||||||||
Project development costs | (3,491 | ) | ||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | (4,512 | ) | ||||||||||||||||||||||||||||||||||||||||||
Share of loss of equity accounted investee | 1,525 | |||||||||||||||||||||||||||||||||||||||||||
Other income, net | 2,100 | |||||||||||||||||||||||||||||||||||||||||||
Operating profit | (2,659 | ) | ||||||||||||||||||||||||||||||||||||||||||
Financing income | 2,134 | |||||||||||||||||||||||||||||||||||||||||||
Financing expenses in connection | ||||||||||||||||||||||||||||||||||||||||||||
with derivatives and warrants, net | 1,094 | |||||||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (6,862 | ) | ||||||||||||||||||||||||||||||||||||||||||
Loss before taxes on income | (6,293 | ) | ||||||||||||||||||||||||||||||||||||||||||
Segment assets as at December 31, 2020 | 503 | 15,220 | 2,354 | 232,955 | 36,521 | 36,253 | 109,983 | 21,925 | 455,714 | 4,458 | 460,172 |
* Segment presentation for prior periods was adjusted to reflect revenues and operating expenses for the Talmei Yosef PV Plant under IFRIC 12 and not under the fixed asset model and to include the adjusted gross profit of such segment, to align the presentation with the presentation of the segments for the year ended December 31, 2022.
F - 104 |
Notes to the Consolidated Financial Statements as at December 31, 2022
Note 22 - Operating Segments (cont’d)
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
€ in thousands | ||||||||||||
Israel | 1,066 | 1,133 | 1,041 | |||||||||
The Netherlands | 6,002 | 4,786 | 4,483 | |||||||||
Italy | - | 10,082 | 9,560 | |||||||||
Spain | 2,577 | 2,987 | 3,033 | |||||||||
Total revenues | 9,645 | 18,988 | 18,117 |
For the year ended December 31 | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
€ in thousands | ||||||||||||
Israel | 1,119 | 1,016 | 1,066 | |||||||||
Italy | - | - | - | |||||||||
The Netherlands | 12,640 | 12,686 | 6,002 | |||||||||
Spain (including Talasol PV Plant) | 39,601 | 32,019 | 2,577 | |||||||||
Total revenues | 53,360 | 45,721 | 9,645 |
As at December 31 | ||||||||
2022 | 2021 | |||||||
€ in thousands | ||||||||
Israel | 102,518 | 78,928 | ||||||
Italy | 9,043 | - | ||||||
Spain (including Talasol PV Plant) | 227,492 | 233,729 | ||||||
The Netherlands | 26,703 | 28,240 | ||||||
Total fixed assets, net | 365,756 | 340,897 |
F - 105 |
Notes to the Consolidated Financial Statements as at December 31, 20202022
As at December 31 | ||||||||
2020 | 2019 | |||||||
€ in thousands | ||||||||
Israel | 16,651 | 19 | ||||||
Italy | - | - | ||||||
Spain | 217,339 | 97,327 | ||||||
The Netherlands | 30,105 | 17,043 | ||||||
Total fixed assets, net | 264,095 | 114,389 |
On February |
On |
December 31 | December 31 | |||||||||||
2020 | 2019 | |||||||||||
Note | NIS thousands | NIS thousands | ||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 4 | 247,079 | 266,021 | |||||||||
Trade receivables | 5 | 297,719 | 292,759 | |||||||||
Other receivables | 6 | 21,401 | 22,685 | |||||||||
Total current assets | 566,199 | 581,465 | ||||||||||
Non-current assets | ||||||||||||
Restricted deposit | 12A1B | 433,265 | 438,032 | |||||||||
Prepaid expenses | 12A2, 12A5 | 35,230 | 37,225 | |||||||||
Fixed assets | 7 | 3,526,839 | 3,698,716 | |||||||||
Intangible assets | 5,402 | 2,247 | ||||||||||
Right of use assets | 17 | 60,113 | 64,161 | |||||||||
Total non-current assets | 4,060,849 | 4,240,381 | ||||||||||
Total assets | 4,627,048 | 4,821,846 | ||||||||||
Current liabilities | ||||||||||||
Current maturities of loans from banks | 8 | 242,098 | 231,380 | |||||||||
Current maturities of lease liabilities | 17 | 4,535 | 4,551 | |||||||||
Trade payables | 9 | 309,380 | 288,127 | |||||||||
Other payables | 10 | 3,808 | 10,509 | |||||||||
Financial derivatives | 16 | 2,993 | - | |||||||||
Total current liabilities | 562,814 | 534,567 | ||||||||||
Non-current liabilities | ||||||||||||
Loans from banks | 8 | 2,561,302 | 2,803,975 | |||||||||
Long-term lease liabilities | 17 | 50,858 | 54,052 | |||||||||
Provision for dismantling and restoration | 7 | 50,000 | 36,102 | |||||||||
Deferred tax liabilities, net | 11 | 200,298 | 170,676 | |||||||||
Liabilities for employee benefits, net | 160 | 160 | ||||||||||
Total non-current liabilities | 2,862,618 | 3,064,965 | ||||||||||
Equity | 13 | |||||||||||
Share capital | 11 | 11 | ||||||||||
Share premium | 642,199 | 642,199 | ||||||||||
Capital reserve for activities with controlling shareholders | 3,748 | 3,748 | ||||||||||
Retained earnings | 555,658 | 576,356 | ||||||||||
Total equity | 1,201,616 | 1,222,314 | ||||||||||
Total liabilities and equity | 4,627,048 | 4,821,846 |
2020 | 2019 | 2018 | ||||||||||||||
Note | NIS thousands | NIS thousands | NIS thousands | |||||||||||||
Revenues | 2,407,221 | 2,700,766 | 2,628,607 | |||||||||||||
Operating costs of the power plant | ||||||||||||||||
Energy costs | 522,110 | 708,662 | 687,431 | |||||||||||||
Electricity purchase and infrastructure services | 1,185,225 | 1,208,223 | 1,194,948 | |||||||||||||
Depreciation and amortization | 237,575 | 214,248 | 217,795 | |||||||||||||
Other operating costs | 155,368 | 151,116 | 136,705 | |||||||||||||
Total cost of power plant | 2,100,278 | 2,282,249 | 2,236,879 | |||||||||||||
Profit from operating the power plant | 306,943 | 418,517 | 391,728 | |||||||||||||
General and administrative expenses | 14 | 24,926 | 20,676 | 20,740 | ||||||||||||
Other incomes | 12.A.15 | 1,279 | - | - | ||||||||||||
Operating profit | 283,296 | 397,841 | 370,988 | |||||||||||||
Financing income | 3,056 | 4,237 | 24,650 | |||||||||||||
Financing expenses | 157,428 | 192,881 | 227,988 | |||||||||||||
Financing expenses, net | 15 | 154,372 | 188,644 | 203,338 | ||||||||||||
Profit before taxes on income | 128,924 | 209,197 | 167,650 | |||||||||||||
Taxes on income | 11 | 29,622 | 47,873 | 33,505 | ||||||||||||
Profit for the year | 99,302 | 161,324 | 134,145 |
Capital | ||||||||||||||||||||
reserve for | ||||||||||||||||||||
activities with | ||||||||||||||||||||
Share | controlling | Retained | ||||||||||||||||||
Share capital | premium | shareholders | earnings | Total equity | ||||||||||||||||
NIS thousands | NIS thousands | NIS thousands | NIS thousands | NIS thousands | ||||||||||||||||
For the year ended December 31, 2020 | ||||||||||||||||||||
Balance as at January 1, 2020 | 11 | 642,199 | 3,748 | 576,356 | 1,222,314 | |||||||||||||||
Dividend to the Company’s shareholders | - | - | - | (120,000 | ) | (120,000 | ) | |||||||||||||
Profit for the year | - | - | - | 99,302 | 99,302 | |||||||||||||||
Balance as at December 31, 2020 | 11 | 642,199 | 3,748 | 555,658 | 1,201,616 | |||||||||||||||
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 |
2020 | 2019 | 2018 | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Cash flows from operating activities: | ||||||||||||
Profit for the year | 99,302 | 161,324 | 134,145 | |||||||||
Adjustments: | ||||||||||||
Depreciation, amortization and fuel consumption | 241,288 | 239,323 | 223,028 | |||||||||
Taxes on income | 29,622 | 47,873 | 33,505 | |||||||||
Financing expenses, net | 154,372 | 188,644 | 203,338 | |||||||||
425,282 | 475,840 | 459,871 | ||||||||||
Change in trade receivables | (4,959 | ) | 5,238 | 32,536 | ||||||||
Change in other receivables | 1,284 | 25,394 | 6,119 | |||||||||
Change in trade payables | 16,627 | (57,719 | ) | (81,273 | ) | |||||||
Change in other payables | (6,700 | ) | 4,543 | 304 | ||||||||
6,252 | (22,544 | ) | (42,314 | ) | ||||||||
Net cash provided by operating activities | 530,836 | 614,620 | 551,702 | |||||||||
Cash flows from investing activities: | ||||||||||||
Proceeds from (payment for) settlement of financial derivatives | (4,318 | ) | (4,551 | ) | 9,957 | |||||||
Insurance proceeds in respect of damage to fixed asset | - | 8,336 | 20,619 | |||||||||
Investment in long-term restricted deposits | (6,000 | ) | (14,000 | ) | (12,158 | ) | ||||||
Investment in fixed assets | (48,309 | ) | (60,476 | ) | (79,855 | ) | ||||||
Investment in intangible assets | (4,738 | ) | (939 | ) | (222 | ) | ||||||
Interest received | 3,046 | 4,213 | 3,497 | |||||||||
Net cash used in investing activities | (60,319 | ) | (67,417 | ) | (58,162 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Repayment of lease liability principal | (4,523 | ) | (8,513 | ) | - | |||||||
Repayment of loans from related parties | - | (17,704 | ) | (160,326 | ) | |||||||
Repayment of loans from banks | (195,359 | ) | (189,893 | ) | (181,970 | ) | ||||||
Dividends and exchange rate paid | (123,739 | ) | - | - | ||||||||
Interest paid | (170,003 | ) | (182,435 | ) | (220,765 | ) | ||||||
Net cash used in financing activities | (493,624 | ) | (398,545 | ) | (563,061 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | (23,107 | ) | 148,658 | (69,521 | ) | |||||||
Effect of exchange rate fluctuations on cash and | ||||||||||||
cash equivalents | 4,165 | 143 | 2,559 | |||||||||
Cash and cash equivalents at beginning of year | 266,021 | 117,220 | 184,182 | |||||||||
Cash and cash equivalents at end of year | 247,079 | 266,021 | 117,220 |
December 31 | ||||||||
2020 | 2019 | |||||||
NIS thousands | NIS thousands | |||||||
Balance in banks | 6 | 5 | ||||||
Deposits on demand | 247,073 | 266,016 | ||||||
247,079 | 266,021 |
December 31 | ||||||||
2020 | 2019 | |||||||
NIS thousands | NIS thousands | |||||||
Trade receivables | 59,729 | 360 | ||||||
Income receivable | 238,091 | 292,602 | ||||||
297,820 | 292,962 | |||||||
Provision for doubtful debt | (101 | ) | (203 | ) | ||||
297,719 | 292,759 |
December 31 | ||||||||
2020 | 2019 | |||||||
NIS thousands | NIS thousands | |||||||
Government institutions | 3,095 | 311 | ||||||
Receivables for insurance | - | 3,555 | ||||||
Advances to suppliers | 254 | 272 | ||||||
Prepaid expenses | 18,052 | 18,547 | ||||||
21,401 | 22,685 |
Furniture | Leasehold | |||||||||||||||
Power plant | and equipment | improvements | Total | |||||||||||||
NIS thousands | ||||||||||||||||
Cost | ||||||||||||||||
Balance as at January 1, 2019 | 4,878,045 | 2,722 | 744 | 4,881,511 | ||||||||||||
Additions | 60,016 | 397 | 63 | 60,476 | ||||||||||||
Balance as at December 31, 2019 | 4,938,061 | 3,119 | 807 | 4,941,987 | ||||||||||||
Additions | 61,852 | 150 | 18 | 62,020 | ||||||||||||
Disposals | (44,629 | ) | - | - | (44,629 | ) | ||||||||||
Balance as at December 31, 2020 | 4,955,284 | 3,269 | 825 | 4,959,378 | ||||||||||||
Depreciation and impairment losses | ||||||||||||||||
Balance as at January 1, 2019 | 1,009,201 | 2,171 | 339 | 1,011,711 | ||||||||||||
Depreciation for the year | 231,349 | 132 | 79 | 231,560 | ||||||||||||
Balance as at December 31, 2019 | 1,240,550 | 2,303 | 418 | 1,243,271 | ||||||||||||
Depreciation for the year | 209,999 | 252 | 83 | 210,334 | ||||||||||||
Impairment loss | 23,563 | - | - | 23,563 | ||||||||||||
Disposals | (44,629 | ) | - | - | (44,629 | ) | ||||||||||
Balance as at December 31, 2020 | 1,429,483 | 2,555 | 501 | 1,432,539 | ||||||||||||
Carrying amounts | ||||||||||||||||
As at January 1, 2019 | 3,868,844 | 551 | 405 | 3,869,800 | ||||||||||||
As at December 31, 2019 | 3,697,511 | 816 | 389 | 3,698,716 | ||||||||||||
As at December 31, 2020 | 3,525,801 | 714 | 324 | 3,526,839 |
Carrying amount as at December 31 | |||||||||||||
Currency and | |||||||||||||
linkage base | Effective interest | 2020 | 2019 | ||||||||||
% | NIS thousands | NIS thousands | |||||||||||
Loans from banks | CPI-linked | 5.1 | % | 2,803,400 | 3,035,355 | ||||||||
Less current maturities (including | NIS | ||||||||||||
interest as at December 31) | 242,098 | 231,380 | |||||||||||
2,561,302 | 2,803,975 |
December 31 | ||||||||
2020 | 2019 | |||||||
NIS thousands | NIS thousands | |||||||
Open debts | 102,642 | 24,744 | ||||||
Accrued expenses | 206,738 | 263,383 | ||||||
309,380 | 288,127 |
December 31 | ||||||||
2020 | 2019 | |||||||
NIS thousands | NIS thousands | |||||||
Accrued expenses (*) | 2,898 | 2,801 | ||||||
Other payables | 910 | 1,031 | ||||||
Institutions | - | 6,677 | ||||||
3,808 | 10,509 | |||||||
(*) Including other payables due to related and interested parties (see note 18) | 1,461 | 1,151 |
Year ended | Year ended | Year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2020 | 2019 | 2018 | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Deferred tax expense | 29,622 | 47,873 | 33,505 |
Provisions | ||||||||||||||||
and other | ||||||||||||||||
timing | Tax losses | |||||||||||||||
Fixed assets | differences | carried forward | Total | |||||||||||||
NIS thousands | ||||||||||||||||
Balance of deferred tax | ||||||||||||||||
asset (liability) as at | ||||||||||||||||
January 1, 2019 | (612,526 | ) | 8,544 | 481,179 | (122,803 | ) | ||||||||||
Changes recognized in the | ||||||||||||||||
profit and loss statements | (35,797 | ) | (746 | ) | (12,330 | ) | (47,873 | ) | ||||||||
Balance of deferred tax | ||||||||||||||||
asset (liability) as at | ||||||||||||||||
December 31, 2019 | (648,323 | ) | 7,798 | 469,849 | (170,676 | ) | ||||||||||
Changes recognized in the | ||||||||||||||||
profit and loss statements | 28,059 | 4,309 | (61,990 | ) | (29,622 | ) | ||||||||||
Balance of deferred tax | ||||||||||||||||
asset (liability) as at | ||||||||||||||||
December 31, 2020 | (620,264 | ) | 12,107 | 407,859 | (200,298 | ) |
Year ended | Year ended | Year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2020 | 2019 | 2018 | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Profit before taxes on income | 128,924 | 209,197 | 167,650 | |||||||||
Statutory tax rate of the company | 23 | % | 23 | % | 23 | % | ||||||
Tax calculated according to the Company’s statutory tax rate | 29,652 | 48,115 | 38,559 | |||||||||
Creation of deferred taxes in respect of losses from previous years for which no deferred taxes were recorded in the past | (36 | ) | (286 | ) | (5,092 | ) | ||||||
Impact of decrease in tax rate | - | - | - | |||||||||
Non-deductible expenses and others | 6 | 44 | 38 | |||||||||
Income tax expense | 29,622 | 47,873 | 33,505 |
Number of shares | ||||||||||||
December 31 | ||||||||||||
Issued and | Issued and | |||||||||||
Authorized | paid-in | paid-in | ||||||||||
2020 | 2019 | |||||||||||
Ordinary shares of NIS 1 par value | 500,000 | 10,640 | 10,640 |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
NIS thousands | ||||||||||||
Wages and related expenses | 13,191 | 10,835 | 11,141 | |||||||||
Rental and office maintenance | 2,310 | 2,546 | 2,971 | |||||||||
Profession services | 8,583 | 6,145 | 6,268 | |||||||||
Depreciation | 913 | 793 | 196 | |||||||||
Other | 30 | 155 | 164 | |||||||||
Expenses (income) doubtful debt | (101 | ) | 202 | - | ||||||||
24,926 | 20,676 | 20,740 |
Year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
NIS thousands | ||||||||||||
Financing income | ||||||||||||
Revaluation of derivatives | - | - | 11,536 | |||||||||
Net foreign exchange gain | - | - | 9,753 | |||||||||
Other | 3,056 | 4,237 | 3,361 | |||||||||
3,056 | 4,237 | 24,650 | ||||||||||
Financing expenses | ||||||||||||
Revaluation of derivatives | 11,050 | 4,939 | - | |||||||||
Interest expense on bank loans | 132,763 | 171,962 | 212,367 | |||||||||
Interest expense on loans from related parties | - | 838 | 12,577 | |||||||||
Net foreign exchange loss | 11,228 | 11,935 | - | |||||||||
Bank commissions | 645 | 972 | 2,581 | |||||||||
Lease financing expenses | 1,546 | 1,631 | - | |||||||||
Other financing expenses | 196 | 604 | 463 | |||||||||
157,428 | 192,881 | 227,988 | ||||||||||
Net financing expenses | 154,372 | 188,644 | 203,338 |
December 31 | ||||||||
2020 | 2019 | |||||||
NIS thousands | ||||||||
Derivatives presented under current liability | ||||||||
Forward exchange contracts used for economic hedge | (2,993 | ) | - |
December 31, 2020 | ||||||||||||||||||||||||||||
Carrying | Contractual | 6 months | More than | |||||||||||||||||||||||||
amount | cash flows | or less | 6-12 months | 1-2 years | 2-5 years | 5 years | ||||||||||||||||||||||
NIS thousands | ||||||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||||||
Trade payables | 309,380 | 309,380 | 309,380 | - | - | - | - | |||||||||||||||||||||
Other payables | 2,933 | 2,933 | 2,933 | - | - | - | - | |||||||||||||||||||||
Loans from banks | 2,803,401 | 3,519,668 | 184,907 | 172,080 | 381,190 | 1,058,904 | 1,722,587 | |||||||||||||||||||||
3,115,714 | 3,831,981 | 497,220 | 172,080 | 381,190 | 1,058,904 | 1,722,587 |
December 31, 2019 | ||||||||||||||||||||||||||||
Carrying | Contractual | 6 months | More than | |||||||||||||||||||||||||
amount | cash flows | or less | 6-12 months | 1-2 years | 2-5 years | 5 years | ||||||||||||||||||||||
NIS thousands | ||||||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||||||
Trade payables | 288,127 | 288,127 | 288,127 | - | - | - | - | |||||||||||||||||||||
Other payables | 9,478 | 9,478 | 9,478 | - | - | - | - | |||||||||||||||||||||
Loans from banks | 3,035,355 | 3,874,688 | 184,207 | 170,813 | 356,987 | 1,089,365 | 2,073,316 | |||||||||||||||||||||
3,332,960 | 4,172,293 | 481,812 | 170,813 | 356,987 | 1,089,365 | 2,073,316 |
December 31, 2020 | ||||||||||||||||||||
Non-financial | Unlinked | CPI-linked | US Dollar linked | Total | ||||||||||||||||
NIS thousand | ||||||||||||||||||||
Financial assets and financial | ||||||||||||||||||||
liabilities: | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | - | 177,937 | - | 69,142 | 247,079 | |||||||||||||||
Trade receivables | - | 297,719 | - | - | 297,719 | |||||||||||||||
Other receivables | 21,401 | - | - | - | 21,401 | |||||||||||||||
Non-current assets: | ||||||||||||||||||||
Restricted deposits | - | 230,956 | - | 202,309 | 433,265 | |||||||||||||||
Prepaid expenses | 35,230 | - | - | - | 35,230 | |||||||||||||||
Fixed assets | 3,526,839 | - | - | - | 3,526,839 | |||||||||||||||
Intangible assets | 5,402 | - | - | - | 5,402 | |||||||||||||||
Right of use assets | 60,113 | - | - | - | 60,113 | |||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current maturities of loans | ||||||||||||||||||||
from banks | - | - | 242,098 | - | 242,098 | |||||||||||||||
Current maturities of | ||||||||||||||||||||
lease liabilities | - | - | 4,535 | - | 4,535 | |||||||||||||||
Trade payables | - | 285,065 | - | 24,315 | 309,380 | |||||||||||||||
Other accounts payable | 876 | 2,932 | - | - | 3,808 | |||||||||||||||
Financial derivatives | - | - | - | 2,993 | 2,993 | |||||||||||||||
Non-current liabilities: | ||||||||||||||||||||
Loans from banks | - | - | 2,561,302 | - | 2,561,302 | |||||||||||||||
Long-term lease liabilities | - | - | 50,858 | - | 50,858 | |||||||||||||||
Provisions for dismantling | ||||||||||||||||||||
and restoration | 50,000 | - | - | - | 50,000 | |||||||||||||||
Deferred tax liabilities | 200,298 | - | - | - | 200,298 | |||||||||||||||
Liabilities for employee | ||||||||||||||||||||
benefits, net | 160 | - | - | - | 160 | |||||||||||||||
Total exposure in statement | ||||||||||||||||||||
of financial position | ||||||||||||||||||||
in respect of financial assets | ||||||||||||||||||||
and financial liabilities | 3,397,651 | 418,615 | (2,858,793 | ) | 244,143 | 1,201,616 |
December 31, 2019 | ||||||||||||||||||||||||
Non-financial | Unlinked | CPI-linked | US Dollar linked | EURO | Total | |||||||||||||||||||
NIS thousand | ||||||||||||||||||||||||
Financial assets and financial | ||||||||||||||||||||||||
liabilities: | ||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||
Cash and cash equivalents | - | 195,082 | - | 70,931 | 8 | 266,021 | ||||||||||||||||||
Trade receivables | - | 292,759 | - | - | - | 292,759 | ||||||||||||||||||
Other receivables | 22,685 | - | - | - | - | 22,685 | ||||||||||||||||||
Non-current assets: | ||||||||||||||||||||||||
Restricted deposits | - | 303,263 | - | 134,769 | - | 438,032 | ||||||||||||||||||
Prepaid expenses | 37,225 | - | - | - | - | 37,225 | ||||||||||||||||||
Fixed assets | 3,698,716 | - | - | - | - | 3,698,716 | ||||||||||||||||||
Intangible assets | 2,247 | - | - | - | - | 2,247 | ||||||||||||||||||
Right of use assets | 64,161 | - | - | - | - | 64,161 | ||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||
Current maturities of loans | ||||||||||||||||||||||||
from banks | - | - | 231,380 | - | - | 231,380 | ||||||||||||||||||
Current maturities of | ||||||||||||||||||||||||
lease liabilities | - | - | 4,551 | - | - | 4,551 | ||||||||||||||||||
Trade payables | - | 247,464 | - | 40,663 | - | 288,127 | ||||||||||||||||||
Other accounts payable | 1,031 | 9,478 | - | - | - | 10,509 | ||||||||||||||||||
Non-current liabilities: | ||||||||||||||||||||||||
Loans from banks | - | - | 2,803,975 | - | - | 2,803,975 | ||||||||||||||||||
Long-term lease liabilities | - | - | 54,052 | - | - | 54,052 | ||||||||||||||||||
Provisions for dismantling | ||||||||||||||||||||||||
and restoration | 36,102 | - | - | - | - | 36,102 | ||||||||||||||||||
Deferred tax liabilities | 170,676 | - | - | - | - | 170,676 | ||||||||||||||||||
Liabilities for employee | ||||||||||||||||||||||||
benefits, net | 160 | - | - | - | - | 160 | ||||||||||||||||||
Total exposure in statement | ||||||||||||||||||||||||
of financial position | ||||||||||||||||||||||||
in respect of financial assets | ||||||||||||||||||||||||
and financial liabilities | 3,617,065 | 534,162 | (3,093,958 | ) | 165,037 | 8 | 1,222,314 |
December 31, 2020 | ||||||||||||||||||||
Currency/ | Currency/ | Principal | ||||||||||||||||||
linkage | linkage | amount in | Dates range of | |||||||||||||||||
receivable | payable | $ millions | expiration | Fair value | ||||||||||||||||
NIS thousands | ||||||||||||||||||||
Instruments used | ||||||||||||||||||||
Economic Hedge: | ||||||||||||||||||||
Forward foreign | 29.01.2021 | |||||||||||||||||||
currency contracts | US dollars | NIS | 63 | 31.12.2021 | (2,993 | ) |
December 31, 2020 | December 31, 2019 | |||||||||||||||
Increase | Decrease | Increase | Decrease | |||||||||||||
Profit or loss | Profit or loss | Profit or loss | Profit or loss | |||||||||||||
NIS thousands | NIS thousands | NIS thousands | NIS thousands | |||||||||||||
Change in the exchange rate of: | ||||||||||||||||
5% in the US dollar (1) | 23,200 | (23,200 | ) | 8,252 | (8,252 | ) | ||||||||||
10% in the U.S. dollar (1) | 45,684 | (45,684 | ) | 16,504 | (16,504 | ) | ||||||||||
1% change in CPI (2) | (28,034 | ) | 28,034 | (30,354 | ) | 30,354 | ||||||||||
2% change in CPI (2) | (56,068 | ) | 56,068 | (60,707 | ) | 60,707 |
F - 43
December 31 | ||||||||||||||||
2020 | 2019 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
amount | value | amount | value | |||||||||||||
NIS thousands | NIS thousands | NIS thousands | NIS thousands | |||||||||||||
Long-term loans from banks (*) | 2,803,400 | 2,970,255 | 3,035,355 | 3,165,760 |
December 31 | ||||||||
2020 | 2019 | |||||||
% | % | |||||||
Long-term loans from banks | 3.3 | % | 3.9 | % |
December 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
NIS thousands | NIS thousands | NIS thousands | NIS thousands | |||||||||||||
Derivatives used for hedging: | ||||||||||||||||
Forward foreign currency contracts | - | (2,993 | ) | - | (2,993 | ) |
Land * | offices | Total | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Balance as at January 1, 2019 | 65,675 | 2,289 | 67,964 | |||||||||
Depreciation on right-of-use assets | 3,222 | 581 | 3,803 | |||||||||
Balance as at January 1, 2020 | 62,453 | 1,708 | 64,161 | |||||||||
Depreciation on right-of- use assets | 3,462 | 586 | 4,048 | |||||||||
Balance as at December 31, 2020 | 58,991 | 1,122 | 60,113 |
December 31, 2020 | December 31, 2019 | |||||||
NIS thousands | NIS thousands | |||||||
(a) Amounts recognized in profit or loss | ||||||||
Interest expenses on lease liability | 1,546 | 1,631 | ||||||
(b) Amounts recognized in the statement of cash flows | ||||||||
Cash outflow for leases | 4,523 | 8,513 |
Year ended December 31 | December 31 | |||||||||||||||||||||
2020 | 2019 | 2018 | 2020 | 2019 | ||||||||||||||||||
Related party/Interested party | Nature of transaction | Transactions amounts | Outstanding balance | |||||||||||||||||||
Parties having significant influence | On December 2017 the Company entered into an agreement with EZOM regarding operation and maintenance of the power plant including the purchasing of spare parts | 170,765 | 163,152 | 203,050 | 5,805 | 5,798 | ||||||||||||||||
Parties having significant influence | The Company entered into an agreement with EAPSS regarding operation and maintenance of the power plant including the purchasing of spare parts and repairs as from November 2012 see Note 12A(10). The payments will be made on a monthly basis throughout the period of the agreement. See Note 12A(3)) regarding a subcontracting agreement between EAPSS and Ezom Ltd. As of December 2017, the agreement is directly with Ezom. | 3,310 | 3,326 | 3,291 | - | - | ||||||||||||||||
Parties having significant influence | The Company entered into an agreement with Eilat Ashkelon Pipeline Company Ltd. (EAPC) regarding Diesel storage services and use of emergency pumps as of July 2013. The payments will be paid on a quarterly basis (see Note 12A(5)). | - | 918 | 4,312 | - | - | ||||||||||||||||
Parties having significant influence | The Company entered into a lease agreement of the land for the power plant (see Note 12A(2)). | 4,056 | 3,951 | 3,892 | - | - | ||||||||||||||||
Related Companies | The Company has several agreements with related companies for the sale of electricity. | - | 4,697 | 16,278 | - | - | ||||||||||||||||
Related Party | The Company engage with Ramat Negev Energy for purchase electricity and gas. | 1,594 | 1,877 | 127 | - | - | ||||||||||||||||
Key management personnel | Salary and benefits for the company Key management personnel | 5,621 | 4,865 | 4,611 | 1,815 | 1,498 |