Financial instruments | Note 26 - Financial Instruments A. Financial risk management policy The . The individual responsible for the management of market risks in the Company is the Company’s CFO, who reports to the board of directors and to the financial statements review committee from time to time regarding his activities, in order to reduce the Company’s market risks, and the impact thereof on its operating results.- The Company’s policy . The CFO also reports to the required organs in the Company on an ongoing basis regarding the status of the Company’s liquid balances and the balances of its liabilities, and regarding the composition thereof. The Company’s activities expose it to various financial risks, as follows: (1) Changes in foreign currency exchange rates Some of the Company’s costs involved in project construction, finance costs, transactions and revenues are denominated in foreign currency, and the Company is therefore exposed to changes in those exchange rates, which affect the feasibility and profitability of the projects. The Company evaluates and makes use, from time to time, of derivative financial instruments, mostly forward transactions and currency options (hedging transactions”), to hedge its economic exposure to changes in foreign currency exchange rates. All of derivative financial instrument below is treated under accounting hedging. Amount Amount Fair value Project Millions Millions Expiration date USD millions Foreign currency forward contracts (1) Ruach Beresheet EUR 11.8 NIS 47.3 January 2024 0.04 Foreign currency forward contracts (1) Storage 2 USD 34.2 NIS 123.6 January 2024 0.13 (1) Hedging transaction to hedge against the EUR/NIS exchange rate and the USD/NIS exchange rate, based on the schedule of payments to the main contractors of the projects. Presented below is a sensitivity analysis which includes current balances of monetary items denominated in foreign currency, and which adjusts the translation thereof at the end of the period, to changes in the foreign currency exchange rate. The sensitivity analysis also includes loans to foreign operations in the Group which are denominated in a currency other than the currency of the lender or the borrower, which do not constitute a part of the net investment in the foreign operation (hereinafter: “loans to foreign operation”). The Company is also exposed to the equity in respect of its share in consolidated companies with a different functional currency from the Company’s functional currency (hereinafter: the “equity of foreign operation”). This exposure is carried to other comprehensive income (hereinafter: “OCI”). As of December 31, 2023 Increase 5% Decrease 5% OCI Pre-tax profit Value Pre-tax profit OCI 5% Change in the currency exchange rate USD in thousands ILS vs EURO Loans to foreign operations - (803 ) 16,052 803 - Equity of foreign operations ILS vs EURO (43,583 ) - 871,663 - 43,583 ILS vs HUF (367 ) - 7,345 - 367 Total effect OCI (43,950 ) - 879,008 - 43,950 As of December 31, 2022 Increase 5% Decrease 5% OCI Pre-tax profit Value Pre-tax profit OCI 5% Change in the currency exchange rate USD in thousands ILS vs EURO Loans to foreign operations - (844 ) 16,874 844 - EURO vs HRK Restricted cash - 84 1,673 (84 ) - Loans to foreign operations - 174 3,489 (174 ) - Loans from banks - (1,399 ) (27,974 ) 1,399 - Total effect on pre-tax profit - (1,985 ) (5,938 ) 1,985 - Equity of foreign operations ILS vs EURO (34,695 ) - 693,904 - 34,695 ILS vs HUF (551 ) - 11,015 - 551 ILS vs HRK (613 ) - 12,258 - 613 Total effect on OCI (35,859 ) - 717,177 - 35,859 (2) Change in index Consolidated entities in Israel have revenues from electricity which are determined according to a tariff which is updated once per year in accordance with the consumer price index. On the other hand, loans taken out by consolidated entities were made, as much as possible, with the same linkage as the linkage to the electricity tariff. The Company also extended loans to investee entities and liability in respect of deferred consideration arrangement, which are linked to the consumer price index. The following table presents the group's sensitivity to the index – the effect of a 3% change in the index: As of December 31, 2023 Increase 3% Decrease 3% Pre-tax profit Carrying value Pre-tax profit 3% Change in the index rate USD in thousands Contract assets 2,982 99,416 (2,982 ) Loans to investee entities 188 6,264 (188 ) Loans to non-controlling interests 158 5,267 (158 ) Loans from banks and other financial institutions (24,965 ) (816,087 ) 23,972 Other financial liabilities (78 ) (2,591 ) 78 (10,814 ) (707,731 ) 10,814 As of December 31, 2022 Increase 3% Decrease 3% Pre-tax profit Carrying value Pre-tax profit 3% Change in the index rate USD in thousands Financial assets measured at fair value through profit or loss 389 12,974 (389 ) Contract assets 3,203 106,773 (3,203 ) Loans to investee entities 199 6,622 (199 ) Loans to non-controlling interests 170 5,680 (170 ) Loans from banks and other financial institutions (15,602 ) (791,379 ) 15,523 Other financial liabilities (80 ) (2,751 ) 80 (11,721 ) (662,081 ) 11,642 B. Financial risk factors (1) Presented below is an analysis of financial instruments by linkage bases and currency types As of December 31, 2023 Linked to the EUR Linked to the USD Linked to the HUF Linked to the CPI Unlinked Total USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands Current assets: Cash and cash equivalents 82,577 136,633 1,858 - 182,737 403,805 Deposits in banks 5,308 - - - - 5,308 Restricted cash 78,543 16,270 - - 47,882 142,695 Trade receivables 29,556 340 520 - 12,684 43,100 Other receivables 11,676 - - 432 4,263 16,371 Other financial assets - 805 - - 171 976 207,660 154,048 2,378 432 247,737 612,255 Non-current assets: Restricted cash 22,913 - 4,007 - 11,971 38,891 Long term receivables 30,534 - - - 6 30,540 Financial assets measured at fair value through profit or loss 53,466 - - - - 53,466 Loans to equity-accounted entities 3,036 - - 6,264 26,578 35,878 Other financial assets 70,398 - 4,193 4,835 - 79,426 180,347 - 8,200 11,099 38,555 238,201 Current liabilities: Credit and current maturities in respect of loans from banks and other financial institutions (63,819 ) (212,202 ) (1,759 ) (46,886 ) - (324,666 ) Trade payables (9,663 ) (94,445 ) (20 ) - (1,446 ) (105,574 ) Other payables (20,796 ) (15,503 ) (1,894 ) (1,571 ) (49,264 ) (89,028 ) Current maturities in respect of Debentures - - - - (26,233 ) (26,233 ) Current maturities of lease liability (1,751 ) - (102 ) (6,221 ) (39 ) (8,113 ) Financial liabilities measured at fair value through profit or loss - (13,860 ) - - - (13,860 ) Other financial liabilities - (1,224 ) - - - (1,224 ) (96,029 ) (337,234 ) (3,775 ) (54,678 ) (76,982 ) (568,698 ) Non-current liabilities: Debentures - - - - (293,751 ) (293,751 ) Convertible Debentures - - - - (130,566 ) (130,566 ) Loans from banks and other financial institutions (645,265 ) (116,151 ) (32,229 ) (767,810 ) (141,470 ) (1,702,925 ) Loans from non-controlling interests (80,006 ) - - - (12,744 ) (92,750 ) Lease liability (35,464 ) - (1,395 ) (82,306 ) (319 ) (119,484 ) Employee benefits - (4,784 ) - - - (4,784 ) Financial liabilities through profit or loss - (32,113 ) - (2,411 ) - (34,524 ) Other financial liabilities - (62,020 ) - - - (62,020 ) (760,735 ) (215,068 ) (33,624 ) (852,527 ) (578,850 ) (2,440,804 ) Total assets (liabilities), net (468,947 ) (398,254 ) (26,821 ) (895,674 ) (369,540 ) (2,159,236 ) As of December 31, 2022 Linked to the EUR Linked to the USD Linked to the HRK* Linked to the HUF Linked to the CPI Unlinked Total USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands Current assets: Cash and cash equivalents 56,327 1,582 49,535 2,752 - 83,673 193,869 Deposits in banks 4,054 - - - - - 4,054 Restricted cash 16,551 - 3,732 558 - 71,262 92,103 Financial assets measured at fair value through profit or loss - 366 - - 12,974 20,555 33,895 Trade receivables 29,074 785 601 325 - 9,037 39,822 Other receivables 880 - - - 427 4,872 6,179 Current maturities of loans to investee entities - - - - 432 - 13,893 Other financial assets - - - - - 1,493 1,493 106,886 2,733 53,868 3,635 13,401 204,785 385,308 Non-current assets: Restricted cash 20,140 - 1,281 3,782 - 13,525 38,728 Long term receivables 4,765 - - - - 2 4,767 Financial assets measured at fair value through profit or loss 42,918 - - - - - 42,918 Loans to equity-accounted entities 3,429 - - - 6,622 4,133 14,184 Other financial assets 78,811 - - 10,332 5,253 - 94,396 150,063 - 1,281 14,114 11,875 17,660 194,993 Current liabilities: Credit and current maturities in respect of loans from banks and other financial institutions (54,071 ) (75,576 ) (1,585 ) (1,535 ) (32,860 ) - (165,627 ) Trade payables (13,532 ) (15,495 ) - (68 ) - (5,543 ) (34,638 ) Other payables (20,920 ) (15,567 ) (1,242 ) (240 ) (1,143 ) (28,925 ) (68,037 ) Current maturities in respect of Debentures - - - - - (15,832 ) (15,832 ) Current maturities of lease liability (1,528 ) - - (80 ) (4,202 ) (40 ) (5,850 ) Financial liabilities measured at fair value through profit or loss - (35,283 ) - - - - (35,283 ) other financial liabilities (50,255 ) - - - - - (50,255 ) (140,306 ) (141,921 ) (2,827 ) (1,923 ) (38,205 ) (50,340 ) (375,522 ) Non-current liabilities: Debentures - - - - - (238,520 ) (238,520 ) Convertible Debentures - - - - - (131,385 ) (131,385 ) Loans from banks and other financial institutions (572,166 ) (42,797 ) (14,358 ) (32,193 ) (757,543 ) - (1,419,057 ) Loans from non-controlling interests (76,787 ) - - - - (14,121 ) (90,908 ) Lease liability (33,769 ) - - (1,134 ) (58,535 ) (335 ) (93,773 ) Employee benefits - (12,238 ) - - - - (12,238 ) Financial liabilities through profit or loss - (45,484 ) - - (2,584 ) - (48,068 ) (682,722 ) (100,519 ) (14,358 ) (33,327 ) (818,662 ) (384,361 ) (2,033,949 ) Total assets (liabilities), net (566,079 ) (239,707 ) 37,964 (17,501 ) (831,591 ) (212,256 ) (1,829,170 ) *On December 31, 2022 the EURO currency replaces the HRK (2) Interest rate risk Change in interest rates Interest rate risk is due to loans bearing variable interest rates, which expose the Company to cash flow risk. The following table presents the group's values of financial instruments which are exposed to cash flow risks in respect of interest rate changes which are not hedged in interest rate swap transactions and their sensitivity to the change of interest rate – the effect of a 2% change in the interest rate: As of December 31, 2023 Increase 2% Carrying Decrease 2% Pre-tax profit value Pre-tax profit 2% Change in the interest rate USD in thousands Euribor-linked loan from banks (1,805 ) (90,259 ) 1,805 SOFR-linked credit from banks (1) - (116,151 ) - (1,805 ) (206,410 ) 1,805 As of December 31, 2022 Increase 2% Carrying Decrease 2% Pre-tax profit value Pre-tax profit 2% Change in the interest rate USD in thousands Euribor-linked loan from banks (895 ) (44,764 ) 895 SOFR-linked credit from banks (1) - (118,373 ) - (895 ) (163,137 ) 895 (1) The company has loans which are linked to the SOFR interest rate. The loans are used to finance projects under construction. Interest expenses during the construction period are capitalized to the cost of the facility, and have no impact on the Company’s results. Interest rate swaps: Through interest rate swaps, the Group engages in contracts to swap the differences between the amounts of fixed and variable interest rates, which are calculated in respect of agreed-upon stated principal amounts. These contracts allow the Group to reduce the cash flow exposure of debt issued at variable interest. The fair value of the interest rate swaps at the end of the reporting period is determined by discounting the future cash flows using the yield curves at the end of the reporting period, and the credit risk in the contract. All interest rate swaps which replace variable interest rates with fixed interest rates are intended to hedge cash flows in order to reduce the Group’s exposure to cash flows from variable interest rates on loans. The following table specifies the interest rate swap contracts which were designated as hedging instruments, which exist as of the end of the reporting period: Interest rates Par value Repayment date Carrying value Hedged contract Original After hedging Thousands Final USD in thousands Loan to finance the Lukovac project 3 month Euribor 0.75% 18,153 EURO 20,078 USD 31/03/2031 1,218 Loan to finance the Picasso project 3 month Euribor 1.08% 71,205 EURO 78,755 USD 31/03/2039 5,425 Loan to finance the Gecama project 6 month Euribor 0.147% 144,850 EURO 160,210 USD 30/06/2035 24,174 Loan to finance the Attila projects 3 month 1.445%-3.7% 12,346,053 HUF 35,674 USD 31/12/2030 4,193 Loan to finance the Bjorn project 6 month Euribor 0.526% 162,111 EURO 179,301 USD 30/06/2041 28,198 Loan to finance the Atrisco project - PV 6 month Sofer 4.0858% 112,383 USD 30/09/2048 (7,217) During the years 2023 and 2022, profit (loss) net of tax in the amount of USD (23,380) thousand and USD 61,853 thousand, respectively, were recognized under other comprehensive income, in respect of the effectiveness of the cash flow hedge as a hedge against the cash flow risk in respect of interest rates. Deal Contingent Hedge : The . The following table specifies the Deal Contingent Hedge contracts which were designated as hedging instruments, which exist as of the end of the reporting period: Hedged contract Interest rates After hedging Par value Thousands Repayment date Carrying value USD in thousands Loan to finance the Atrisco project - BESS 3.8249% 140,332 USD 30/06/2044 (5,539) (3) Credit risk Credit risk refers to the risk that the counterparty will not fulfill its contractual obligations, and will cause the Group to incur financial loss. Upon the initial engagement, the Group estimates the quality of the credit which is given to the customer. The restrictions which are attributed to the Group’s customers are evaluated once per year, or more frequently, based on new information which has been received, and on its fulfillment of previous debt payments. The Group measures the credit loss provision in respect of trade receivables according to the probability of insolvency throughout the instrument’s entire lifetime, and for contract assets in respect of concession arrangements (see Note 8) according to the probability of insolvency during the coming 12 months. In light of the fact that the Company’s customers are large, financially strong entities, mostly with regulatory support, the probability of insolvency is low, and the Company believes that the expected credit losses in respect of them are insignificant. The Company deposits its balance of liquid financial assets in bank deposits and in securities. All the deposits are with a diversified group of leading banks preferably with banks that provide loans to the Company. (4) Liquidity risk The cash flow forecast is prepared by the Company’s finance department, both on the level of the various entities in the Group, and in consolidated terms. The finance department evaluates current forecasts of liquidity requirements in the Group in order to verify that sufficient cash is available for operating requirements, and while ensuring that the Company does not deviate from the credit facilities and financial covenants in respect of its credit facilities. The Group’s forecasts take into account several factors, such as financing sources for expected investments and for debt service, which include, inter alia, cash flows from operating activities and from the realization of projects which the Company owns, and raisings of equity and debt which include, inter alia, rights issues, long-term loans and debentures. The Group’s forecasts also take into account the fulfillment of obligatory financial covenants, the fulfillment of certain liquidity ratio targets, and the fulfillment of external requirements such as laws or regulations, when relevant. The cash surplus which is held by the Group’s entities, which are not required in order to finance the activity as part of working capital, are invested in stable investment channels such as fixed period deposits, and other stable channels. These investment channels are chosen according to the desired repayment period, or according to their liquidity, such that the Group has sufficient cash balances, in accordance with the foregoing forecasts. Presented : As of December 31, 2023(**) After 2024 2025 2026 2027 2028 2028 Total USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands USD in thousands Liability in respect of deferred consideration arrangement (417 ) (398 ) (342 ) (342 ) (342 ) (2,430 ) (4,271 ) Performance-based contingent consideration (“Earn Out”), see Note 7A(1) (27,564 ) (4,143 ) (12,237 ) - - - (43,944 ) Liability in respect of put option - - - - - (25,372 ) (25,372 ) Loans from non-controlling interests (4,492 ) (12,482 ) (13,074 ) (11,709 ) (12,460 ) (57,862 ) (112,079 ) Debentures (*) (36,510 ) (54,135 ) (161,232 ) (55,563 ) (102,804 ) (54,006 ) (464,250 ) Credit and loans from banks and other financial institutions (*) (366,969 ) (173,269 ) (166,445 ) (209,582 ) (214,636 ) (1,379,280 ) (2,510,181 ) lease back liability (3,520 ) (3,547 ) (3,555 ) (3,610 ) (3,570 ) (60,152 ) (77,954 ) Lease liability (7,584 ) (7,147 ) (7,018 ) (6,969 ) (6,868 ) (66,512 ) (102,098 ) (447,056 ) (255,121 ) (363,903 ) (287,775 ) (340,680 ) (1,645,614 ) (3,340,149 ) (*) The above figures are presented according to their par values on the repayment date, including unaccrued interest, linked to the CPI / exchange rate as of the balance sheet date. (**) The Company has commitments in power purchase agreements which are not reflected in the Company’s statement of financial position. C. Fair value (1) Details of assets and liabilities which are measured in the statement of financial position at fair value: For the purpose of measuring the fair value of assets or liabilities, the Group classifies them according to a hierarchy which includes the following three levels: - Level 1: Quoted (unadjusted) prices in active markets for identical properties or identical liabilities as those to which the entity has access on the measurement date. - Level 2: Inputs, except for quoted prices which are included in level 1, which are observable in respect of the asset or liability, directly or indirectly. - Level 3: Unobservable inputs in respect of the asset or liability. The classification of assets or liabilities which are measured at fair value is based on the lowest level at which significant use was made for the purpose of measuring the fair value of the asset or liability, in their entirety. Presented below are details regarding the Group’s assets and liabilities which are measured in the Company’s statement of financial position at fair value periodically, in accordance with their measurement levels. Details regarding fair value measurement at Level 3 Valuation method for Financial instrument determining fair value Non-marketable shares measured at fair value through profit or loss Fair value measured using a valuation method that includes the discounted cash flow method Performance-based (“earn out”) contingent consideration Fair value measured using the discounted cash flow method The tables hereunder presents the fair value of the financial instruments that are measured at fair value in accordance to the fair value hierarchy: As of December 31, 2023: Level 1 Level 2 Level 3 Total USD in thousands USD in thousands USD in thousands USD in thousands Financial Assets at fair value: Contracts in respect of forward transactions - 171 - 171 Interest rate swaps - 63,208 - 63,208 Non-marketable shares measured at fair value through profit or loss - - 53,466 53,466 Transactions to peg electricity prices swap (CFD differences contract) - 11,384 - 11,384 Financial liabilities at fair value: Interest rate swaps - (7,217 ) - (7,217 ) Performance-based contingent consideration (“Earn Out”), see Note 7A(1) - - (22,941 ) (22,941 ) Deal contingent hedge - (5,539 ) - (5,539 ) As of December 31, 2022: Level 1 Level 2 Level 3 Total USD in thousands USD in thousands USD in thousands USD in thousands Financial Assets at fair value: Financial assets measured at fair value through profit or loss 33,895 - - 33,895 Contracts in respect of forward transactions - 1,493 - 1,493 Interest rate swaps - 89,143 - 89,143 Non-marketable shares measured at fair value through profit or loss - - 42,918 42,918 Financial liabilities at fair value: Transactions to peg electricity prices swap (CFD differences contract) - (50,255 ) - (50,255 ) Performance-based contingent consideration (“Earn Out”), see Note 7A(1) - - (52,972 ) (52,972 ) The table hereunder presents a reconciliation from the opening balance to the closing balance of financial instruments carried at fair value level 3 of the fair value hierarchy: 2023 2022 Financial assets Non-marketable shares measured at fair value through profit or loss USD thousands Balance as of January 1 42,918 28,682 Investment 5,682 10,824 Revaluation (*) 2,940 4,868 Translation differences 1,926 (1,456 ) Balance as of December 31 53,466 42,918 2023 2022 Financial liabilities Performance-based (“earn out”) contingent consideration USD thousands Balance as of January 1 (52,972 ) (61,362 ) Revaluation 25,377 6,678 ) Repayment 4,654 1,712 Balance as of December 31 (22,941 ) (52,972 ) (*) Under financing income and expenses. (2) Fair value of items which are not measured at fair value in the statement of financial position: Except as specified in the following table, the Company believes that the carrying value of items which are not measured at fair value, including loans from non-controlling interests, is approximately identical to their fair value. Carrying value Fair value As of December 31 As of December 31 Fair value level 2023 2022 2023 2022 USD in thousands USD in thousands USD in thousands USD in thousands Debentures Level 1 454,091 388,498 430,889 364,203 Loans from banks and other financial institutions (1) Level 3 1,305,642 1,200,199 876,561 908,964 Liability in respect of deferred consideration arrangement (1) Level 3 2,591 2,750 3,019 3,602 (1) Fair value is determined according to the present value of future cash flows, discounted by an interest rate which reflects, according to the assessment of management, the change in the credit margin and risk level which occurred during the period. D. Other financial assets, Other financial liabilities, Financial assets at fair value through profit or loss and Financial liabilities through profit or loss December 31 December 31 2023 2022 USD in thousands USD in thousands Current assets Other financial assets Contracts in respect of forward transactions 171 1,493 Interest rate swaps 805 Non-current assets Other financial assets Loans to non-controlling interests 4,834 5,253 Transactions to peg electricity prices swap (CFD differences contract) 11,384 - Interest rate swaps 63,208 89,143 80,403 95,889 Current liabilities Other financial liabilities Transactions to peg electricity prices swap (CFD differences contract) - (50,255 ) Interest rate swaps (154 ) - lease back liability (1,070 ) - Financial liabilities through profit or loss Performance-based contingent consideration (“Earn Out”) (1) (13,860 ) (35,282 ) Liability in respect of deferred consideration arrangement (2) (180 ) (167 ) Non-current liabilities Other financial liabilities Interest rate swaps (7,868 ) - Deal contingent hedge (5,539 ) - lease back liability (48,613 ) - Financial liabilities through profit or loss Liability in respect of deferred consideration arrangement (2) (2,411 ) (2,584 ) Performance-based contingent consideration (“Earn Out”) as well as the founder’s put option (1) (32,113 ) (45,484 ) (111,808 ) (133,772 ) (1) For additional details, see Note 7A(1). (2) The Company has liabilities in respect of deferred consideration arrangements for initiation services which were provided by some of the towns in Halutziot project. In exchange for the initiation services, those towns are entitled to a percentage of the distributable free cash flows, as defined in the agreement. The balance of the liability in respect of the deferred consideration arrangement including current maturities (see also Note 11), as of December 31, 2023 and 2022, amounted to USD 2,591 thousand and USD 2,750 thousand, respectively. |