FINANCIAL INSTRUMENTS – RISK MANAGEMENT | NOTE 15 - FINANCIAL INSTRUMENTS – RISK MANAGEMENT: The Company’s activities expose it to various financial risks, such as market risk, including currency risk, credit risk and liquidity risk. The Company’s overall risk management plan focuses on minimizing possible adverse effects on the Company’s financial performance. Risk management is performed by the CFO, which includes examining certain exposures to risks, such as exchange rate risk, credit risk. In 2023 and 2022, the Company did not use derivative financial instruments to hedge its operations. Credit risk: Credit risk is created when the failure of parties against the fulfillment of their obligations may reduce the amount of future cash flows from the financial assets held by the Company to the balance sheet date. The Company’s main financial assets are cash and cash equivalents, customers and other receivables, and represent the Company’s maximum exposure to credit risks in connection with its financial assets. The Company holds cash in large financial institutions. The par value of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the time of reporting was: December 31, 2023 December 31, 2022 Cash 13,979 11,934 Trade accounts receivables 2,260 1,295 Other accounts receivable 2,053 2,166 Promissory Notes 20,000 - Other long term receivables 2,000 - FPA - 40,852 Contract assets 4,091 5,035 Total 44,383 61,282 a. Currency risk: Currency risk is the risk that the value of financial instruments will be affected by changes in exchange rates. Currency risk is created when future commercial transactions and recognized assets and liabilities are denominated in a currency other than the Company’s operating currency. The company is exposed to foreign currency risk resulting from exposures to various currencies, mainly in relation to the New Israeli Shekel ("NIS”), (“EUR”) (“GBP”). The Company's hedging As of the balance sheet date, the Group’s exposure to currencies as follows: December 31, 2023 NIS EUR GBP USD Total Assets: Cash and cash equivalents 1,120 1,372 235 11,252 13,979 Trade receivables - 55 - 2,205 2,260 Prepaid expenses and other account receivables 2,036 17 2,053 Promissory Notes - - - 20,000 20,000 Other long-term receivables - - - 2,000 2,000 Contract Assets - - 128 3,963 4,091 1,120 3,463 363 39,437 44,383 Liabilities: Current liabilities: Current maturities long-term loans - - - - - Liabilities in respect of leases-ST (469 ) - (144 ) (26 ) (639 ) Advanced payments from MDA against future orders - - - (28,138 ) (28,138 ) Trade payables (479 ) (368 ) (284 ) (247 ) (1,378 ) Payables and credit balances (896 ) (618 ) (415 ) (5,942 ) (7,871 ) (1,844 ) (986 ) (843 ) (34,535 ) (38,026 ) Non-current liabilities: Liability for IIA Royalties (1,196 ) - - - (1,196 ) Liabilities in respect of leases-LT (1,558 ) - (495 ) (14 ) (2,067 ) Long term loans from banks - - - (59,792 ) (59,792 ) Net balances (3,478 ) 2,477 (975 ) (54,722 ) (56,698 ) b. Sensitivity analysis: December 31, 2022 NIS EUR GBP USD Total Assets: Cash and cash equivalents 1,281 640 607 9,406 11,934 Trade receivables - 187 804 304 1,295 Prepaid expenses and other - 2,149 - 17 2,166 Derivatives FPA - - - 40,852 40,852 Contract Assets - - 3,720 1,315 5,035 1,281 2,976 5,131 51,894 61,282 Liabilities: Current liabilities: Current maturities long-term loans - - - - - Liabilities in respect of leases-ST (430 ) - (591 ) - (1,021 ) Trade payables (614 ) (324 ) (433 ) (88 ) (1,459 ) Payables and credit balances (2,644 ) (942 ) (721 ) (3,322 ) (7,629 ) (3,688 ) (1,266 ) (1,745 ) (3,410 ) (10,109 ) Non-current liabilities: Liability for IIA Royalties (1,107 ) - - - (1,107 ) Liabilities in respect of leases-LT (1,830 ) - (450 ) - (2,280 ) Long term loans from banks - - - (54,926 ) (54,926 ) Net balances (5,344 ) 1,710 2,936 (6,442 ) (7,140 ) A 10% strengthening of the dollar against the following currencies would have resulted in an increase (decrease) in the equity and profit and loss in the amounts presented below. This analysis assumes that all other variables, and especially interest rates, remain constant. A 10% weakening of the currency against the relevant currencies will have the same effect in the opposite direction on equity and profit and loss. December 31, 2023 December 31, 2022 Linked to NIS (3,478 ) (5,344 ) 10 % 10 % (348 ) (534 ) Linked to EUR 2,477 1,710 10 % 10 % 248 170 Linked to GBP (975 ) 2,936 10 % 10 % (97 ) 294 c. Liquidity risks: Liquidity risks arise from the management of the Group’s working capital as well as from the financing expenses and principal repayments of the Group’s debt instruments. Liquidity risk is the risk that the Group will find it difficult to meet obligations related to financial liabilities. The following is an analysis of the contractual maturities of financial liabilities in accordance with nominal values for settlement. Based on the earliest time the company will be required to pay: December 31, 2023 Within 30 days 1-12 Months 1-5 Years Total Liabilities in respect of leases-ST 172 467 - 639 Trade payables 258 1,120 - 1,378 Promissory Notes - 20,000 - 20,000 Other long term receivables - - 2,000 2,000 Payables to related parties - 740 - 740 Other Accounts Payable 1,581 6,290 - 7,871 Long term loans from banks, net - - 68,020 68,020 Liabilities in respect of leases-LT - - 2,067 2,067 Advanced payments from MDA against future orders - - (28,138 ) (28,138 ) Liability for IIA Royalties - - (1,107 ) (1,107 ) Derivatives Liabilities - - (114 ) (114 ) Total 2,011 28,617 42,728 73,356 December 31, 2022 Within 30 days 1-12 Months 1-5 Years Total Liabilities in respect of leases-ST 269 752 - 1,021 Trade payables 251 1,209 - 1,460 Payables to related parties - - - - Other Accounts Payable 3,534 4,309 - 7,843 Long term loans from banks, net - - 77,543 77,543 Liabilities in respect of leases-LT - - 2,280 2,280 Loan from Shareholder - - - - Derivatives Liabilities - - 20,305 20,305 Total 4,054 6,270 100,128 110,452 d Fair value of financial instruments measured at fair value on a periodic basis: Level December 31, 2023 December 31, 2022 Financial Liabilities: Warrants 3 - - SPAC Public Warrant 1 - 286 SPAC Private Warrant 2 - 121 Advanced payments from MDA against future orders 3 28,138 - Price Adjustment shares 3 114 19,898 Total 28,252 20,305 e. Classification of financial instruments by fair value hierarchy: The financial instruments measured in the balance sheet at fair value are classified, according to groups with similar characteristics, into a fair value ranking as follows, determined in accordance with the data source used to determine the fair value: Level 1: Quoted prices (without adjustments) in an active market of identical assets and liabilities. Level 2: Non-quoted prices data included in Level 1 which can be viewed directly or indirectly. Level 3: Data that are not based on viewable market information (assessment techniques without the use of viewable market data). As mentioned in Note 12, the warrants granted to the bank and to Liquidity are derivative financial liablities and accordingly measured at each balance date at fair value through profit or loss. All warrants balance as of December 31, 2021 Warrants Balance at January 1, 2022 1,392 Exercise of warrants to shares (397 ) Exercise of warrants to cash (adjustment to other accounts payables) (800 ) Changes in fair value recognized in finance expenses (195 ) Balance at December 31, 2022 - Exercise of warrants to shares - Exercise of warrants to cash (adjustment to other accounts payables) - Changes in fair value recognized in finance expenses - Balance at December 31, 2023 - f. SPAC warrants: As part of the Business Combination Agreement (see note 1) the company has issued new warrants: 7.63 million SPAC Private warrants, 10 million SPAC Public Warrants and 1 miliion Pipe warrants (together with the PAS called "Derivatives"). The Company is required to allocate the Warrants transferred between the identifiable assets received and the listing expense in accordance with IFRIC agenda decision from October 2022. The portion of the Warrants in the scope of IAS 32/ IFRS 9 would be recognized as a liability on initial recognition and re-measured through P&L until settlement. The total value of the new SPAC warrants was $ 25 $ $ On December 8, 2022, 3.364 million SPAC private warrants were exercised on a cashless basis ordinary On December 11, 2022, 0.935 million PIPE warrants were exercised 2 million ordinary SPAC Warrants Balance at December 31, 2022 407 Issuance of warrant (SPAC transactions) - Changes in fair value recognized in finance expenses (407 ) Exercise of warrants - Balance at December 31, 2023 - g. Price Adjustment shares: Immediately following the closing of the SPAC transaction, the Company issued a total of 27,500,000 Price Adjustment Shares ("PAS) with the Company’s founders receiving 27,000,000 Price Adjustment Shares (18,000,000 to Yoav Leibovitch and 9,000,000 to Simona Gat) and the Sponsor receiving 500,000 Price Adjustment Shares. In November 2023, we issued to FP, 1,000,000 Price Adjustment Shares as part of and amendment signed between the parties (See Note 12e). The Price Adjustment Shares vest upon three price adjustment achievement dates: (i) one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement ( File File File The share price targets shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalization, reclassifications, combinations, exchanges of shares and other similar changes or transactions to the SatixFy Ordinary Shares occurring on or after the Closing. In the event of a SatixFy change in control transaction within ten (10) years following the closing of the Business Combination, all of the unvested Price Adjustment Shares not earlier vested will vest immediately prior to the closing of such change in control. If the Price Adjustment Shares do not vest according to the achievement dates in the Business Combination Agreement, or if a change of control has not occurred after the Closing and prior to the date that is ten (10) years following the Closing Date, then any unvested Price Adjustment Shares shall automatically be forfeited back to SatixFy for no consideration. The Company allocated the price adjustment shares between the identifiable assets received and the listing expense (see also note 25). Following the logic of the tentative agenda decision, the portion in the scope of IAS 32/ IFRS 9 would be recognized as a liability on initial recognition and re-measured through the Company’s income statement until settlement. The total value of the Price Adjustment Shares was $212,675 (see note 25) and was divided between equity and liability as follow: $191,132 as equity and $21,543 as liability under derivatives. For the purpose of measuring the price of the Price Adjustment Shares PAS Balance on December 31, 2022 19,898 Changes in fair value recognized in finance expenses (19,784 ) Balance on December 31, 2023 114 For the purpose of measuring the fair value of the PAS derivatives on December 31, 2023 and on December 31, 2022, a binomial model was used. The inputs used in determining the fair value are: a risk-free interest rate of 3.88%, an expected exercise period of 9.063 years and 10.161 years December 31, 2023 and on December 31, 2022, respectivly for and an expected volatility of approximately 50% . For the purpose of measuring the fair value of the PAS derivatives on December 31, 2023, a binomial model was used. The inputs used in determining the fair value are: Price per share: 0.3631 a risk-free interest rate of 3.88%, an expected exercise period of 9.8712 years and an expected volatility of approximately 50%. |