SECURITIES AND EXCHANGE COMMISSION
☐ | 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 |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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 |
Large accelerated filer ☐ | Accelerated filer ☑ | Non-accelerated filer ☐ | Emerging growth company ☐ |
U.S. GAAP ☐ | International Financial Reporting Standards as issued ☑ by the International Accounting Standards Board | Other ☐ |
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. |
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Item 13: | 177 | |
Item 14: | 177 | |
Item 15: | Controls and Procedures | 177 |
Item 16A: | Audit Committee Financial Expert | 178 |
Item 16B: | Code of Ethics | 179 |
Item 16C: | Principal Accountant Fees and Services | 179 |
Item 17: | 181 | |
Item 18: | Financial Statements | 181 |
Item 19: | Exhibits | 182 |
• | risks related to projects that are in the development stage, among other issues due to the inability to obtain or maintain licenses or project finance and to regulatory requirements; |
• | our EPC contractors’ technical, professional and financial ability to construct, install, test and commission a renewable energy plant; |
• | changes in the prices of electricity; |
• | our contractors’ technical, professional and financial ability to deliver on and comply with their operation and maintenance, or O&M, undertakings in connection with the operation of our renewable energy plants; |
• | the effects of the Covid-19 pandemic on the development, construction and operation of projects, including in connection with actions taken by governments and authorities, delays in construction due to quarantine and other measures, changes in regulation, changes in the price of electricity and in the consumption of electricity; |
• | dependency on the availability of financial incentives and government subsidies and on governmental regulations for our operating renewable energy projects and the potential reduction or elimination, including retroactive amendments, of the government subsidies and economic incentives applicable to, or amendments to regulations governing the, renewable energy markets in which we operate or to which we may in the future enter; |
• | defects in the components of the renewable energy plants we operate; |
• | risks relating to operations in foreign countries, including cross currency movements, payment cycles and tax issues; |
• | changes in the prices of the components or raw materials required for the production of renewable energy; |
• | the market, economic and political factors in the countries in which we operate; |
• | weather conditions and various meteorological and geographic factors; |
• | our ability to maintain and gain expertise in the energy market, and to track, monitor and manage the projects which we have undertaken; |
• | our ability to meet our undertakings under various financing agreements, including to our debenture holders, and our ability to raise additional equity or debt financing in the future; |
• | future disagreements with our partners who own a portion of the renewable energy plants; |
• | the risks we are exposed to due to our holdings in U. Dori Energy Infrastructures Ltd. and Dorad Energy Ltd.; |
• | the risks we are exposed to due to our involvement in Waste-to-Energy, or WtE, projects in the Netherlands; |
• | fluctuations in the value of currency and interest rates; |
• | the price and market liquidity of our ordinary shares; |
• | the fact that we may be deemed to be an “investment company” under the Investment Company Act of 1940 under certain circumstances (including due to the investments of assets following the sale of our business), and the risk that we may be required to take certain actions with respect to the investment of our assets or the distribution of cash to shareholders in order to avoid being deemed an “investment company”; and |
• | our plans with respect to the management of our financial and other assets and our ability to identify, evaluate and consummate additional suitable business opportunities and strategic alternatives. |
• | As the raw materials used to produce energy in the WtE market are not freely available (as is the case with wind and solar energies), the success of a WtE plant depends, among other things, on the prices of feedstock required in order to maintain the optimal mix of feedstock necessary to maximize performance of the plants and meet a certain of range of energy (gas, electricity or heat) production levels. In order to ensure continuous supply of raw materials, both in terms of the quantity and the quality and composition of the raw materials, a WtE plant is required to enter into supply relationships with several feedstock suppliers, such as farmers, food manufacturers and other specialized feedstock suppliers and to continuously monitor the proposed transactions in order to locate the most efficient and beneficial offers. Any increase in the price of feedstock or shortage in the type or quality of feedstock required to produce the desired energy levels with the technology used by the plant could slow down or halt operations, causing a material adverse effect on the results of operations. The price and quality of the feedstock mix might also increase the plant’s operating costs, either due to the need to purchase a more expensive feedstock mix in order to meet the desired energy production levels, or due to an increase in residues and the resulting increase of surplus quantities that require removal. In addition to the impact of the quality of the feedstock on the production levels, maintaining and monitoring the feedstock quality is crucial for preventing malfunctions in the process, for example due to high levels of certain chemicals that might harm the CHP engines. Additionally, a wrong feedstock mix and/or low feedstock quality might create biology problems such as lower bacteria population, which directly adversely impacts the biogas production. Therefore, any shortage of quality feedstock and changes in the feedstock mix available for use could have a material adverse effect on the results of operations of our WtE plants. |
• | The WtE industry is subject to many laws and regulations which govern the protection of the environment, quality control standards, health and safety requirements, and the management, transportation and disposal of different types of waste. Environmental laws and regulations may require removal or remediation of pollutants and may impose civil and criminal penalties for violations. The costs arising from compliance with environmental laws and regulations may increase operating costs for our WtE plants and we may be exposed to penalties for failure to comply with such laws and regulations. In addition, existing regulation governing waste management and waste disposal provide incentives to feedstock suppliers to use waste management solutions such as the provision of feedstock to WtE plants. Any regulatory changes that impose additional environmental restrictions on the WtE industry or that relieve feedstock suppliers from the stringent regulation concerning waste management and disposal could increase our operating costs, limit or change the cost of the feedstock available to us, and adversely affect our results of operations. |
• | The operation of the Dorad Power Plant is highly complex and depends upon the continued ability: (i) to operate the various turbines, and (ii) to turn the turbines on and shut them down quickly based on demand. The profitability of Dorad also depends on the accuracy of the proprietary forecasting system used by Dorad. Any defects or disruptions, or inaccuracies in forecasts, may result in an inability to provide the amount of electricity required by Dorad’s customers or in over-production, both of which could have a material adverse effect on Dorad’s operations and profitability. |
• | Dorad’s operations depend upon the expertise and success of its operations and maintenance contractor, who is responsible for the day-to-day operations of the Dorad Power Plant. If the services provided by such contractor will cause delays in the production of energy or any other damage to the Dorad Power Plant or to Dorad’s customers, Dorad may be subject to claims for damages and to additional expenses and losses and therefore Dorad’s profitability could be adversely affected. |
• | Significant equipment failures may limit Dorad’s production of energy. Although such damages are generally covered by insurance policies, any such failures may cause disruption in the production, may not all be covered by the insurance and the correction of such failures may involve a considerable amount of resources and investment and could therefore adversely affect Dorad’s profitability. |
• | The construction of the Dorad Power Plant was mainly financed by a consortium of financing entities pursuant to a long-term credit facility and such credit facility provides for pre-approval by the consortium of certain of Dorad’s actions and contracts with third parties. Changes in the credit ratings of Dorad and its shareholders, non-compliance with financing and other covenants, delays in provision of required pre-approvals or disagreements with the financial entities and additional factors may adversely affect Dorad’s operations and profitability. |
• | Dorad entered into a long-term natural gas supply agreement with the partners in the “Tamar” license, or Tamar, located in the Mediterranean Sea off the coast of Israel. This agreement includes a “take or pay” mechanism, subject to certain restrictions and conditions that may result in Dorad paying for natural gas not actually required for its operations. In addition, Tamar is currently (until the agreement regarding the acquisition of natural gas from Energean Israel Ltd., or Energean, becomes effective) Dorad’s sole supplier of natural gas and has undertaken to supply natural gas to various customers and is permitted to export a certain amount of the natural gas to customers outside of Israel. Dorad’s operations depend on the timely, continuous and uninterrupted supply of natural gas from Tamar and on the existence of sufficient reserves throughout the term of the agreement with Tamar. In addition, the price of natural gas under the supply agreement with Tamar is linked to production tariffs determined by the Israeli Electricity Authority but cannot be lower than the “final floor price” included in the agreement. In the event of future reductions in the fuel and energy prices and the production tariff, the price of gas may reach the “floor price” and thereafter will not be further reduced. 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. |
• | The Dorad power plant is subject to environmental regulations, aimed at increasing the protection of the environment and reducing environmental hazards, including by way of imposing restrictions regarding noise, harmful emissions to the environment and handling of hazardous materials. Currently the costs of compliance with the foregoing requirements are not material. Any breach or other noncompliance with the applicable laws may cause Dorad to incur additional costs due to penalties and fines and expenses incurred in order to regain compliance with the applicable laws, all of which may have an adverse effect on Dorad’s profitability and results of operations. |
• | Due to the agreements with contractors of the Dorad Power Plant and the indexation included in the gas supply agreement, Dorad is exposed to changes in the exchange rates of the U.S. dollar against the NIS. To minimize this exposure Dorad executed forward transactions to purchase U.S. dollars against the NIS. In addition, due to the indexing to the Israeli consumer price index under Dorad’s credit facility, it is exposed to fluctuations in the Israeli CPI, which may adversely affect its results of operations and profitability. Dorad’s profitability might be adversely affected due to future changes in exchange rates or in the Israeli consumer price index. |
• | Dorad is involved in several arbitration and court proceedings initiated by Dorad’s shareholders, including Dori Energy. Disagreements and disputes among shareholders may interfere with Dorad’s operations and specifically with Dorad’s business plan and potential growth. |
• | The Covid-19 crisis affects Dorad’s customers (which include hotels and other industrial customers), and therefore any decrease in electricity consumption by Dorad’s customers and in Israel generally (affecting the amount of electricity purchased by the IEC from Dorad), may affect Dorad’s financial results. In its financial statements for the year ended December 31, 2021, Dorad reported a certain decrease in consumption of electricity by its customers and by the IEC due to the Covid-19 crisis, which according to Dorad’s financial statements did not have a material impact on Dorad as of December 31, 2021, and it is continuously examining the options available to it in the event of a material impact on in its income as a result of the spread of Covid-19. |
• | increasing our vulnerability to adverse economic, industry or business conditions and cross currency movements and limiting our flexibility in planning for, or reacting to, changes in our industry and the economy in general; |
• | requiring us to dedicate a substantial portion of our cash flow from operations to service our debt, thus reducing the funds available for operations and future business development; and |
• | limiting our ability to obtain additional financing to operate, develop and expand our business. |
• | Reliability - Solar energy production does not require fossil fuels and is therefore less dependent on this limited natural resource with volatile prices. Although there is variability in the amount and timing of sunlight over the day, season and year, a properly sized and configured system can be designed to be highly reliable while providing long-term, fixed price electricity supply. |
• | Convenience - Solar power systems can be installed on a wide range of sites, including small residential roofs, the ground, covered parking structures and large industrial buildings. Most solar power systems also have few, if any, moving parts and are generally guaranteed to operate for 20-25 years, resulting in low maintenance and operating costs and reliability compared to other forms of power generation. |
• | Cost-effectiveness - While solar power has historically been more expensive than fossil fuels, there are continual advancements in solar panel technology which increase the efficiency and lower the cost of production, thus making the production of solar energy even more cost effective. |
• | Environmental - Solar power is one of the cleanest electric generation sources, capable of generating electricity without air or water emissions, noise, vibration, habitat impact or waste generation. In particular, solar power does not generate greenhouse gases that contribute to global climate change or other air pollutants, as power generation based on fossil fuel combustion does, and does not generate radioactive or other wastes as nuclear power and coal combustion do. It is anticipated that environmental protection agencies will limit the use of fossil fuel based electric generation and increase the attractiveness of solar power as a renewable electricity source. |
• | Security - Producing solar power improves energy security both on an international level (by reducing fossil energy purchases from hostile countries) and a local level (by reducing power strains on local electrical transmission and distribution systems). |
Name | Installed Production / Capacity1 | Location | Type of Plant | Connection to Grid | Fixed Tariff | Revenue in the year ended December 31, 2020 (in thousands)2 | Revenue in the year ended December 31, 2021 (in thousands)2 |
“Rinconada II” | 2,275 kWp | Municipality of Córdoba, Andalusia, Spain | PV – Fixed Panels | July 2010 | N/A | €732 | €698 |
“Rodríguez I” | 1,675 kWp | Province of Murcia, Spain | PV – Fixed Panels | November 2011 | N/A | €531 | €550 |
“Rodríguez II” | 2,691 kWp | Province of Murcia, Spain | PV – Fixed Panels | November 2011 | N/A | €882 | €907 |
“Fuente Librilla” | 1,248 kWp | Province of Murcia, Spain | PV – Fixed Panels | June 2011 | N/A | €432 | €432 |
“Talmei Yosef” | 9,000 kWp | Talmei Yosef, Israel | PV – Fixed Panels | November 2013 | 0.98573 (NIS/kWh) | €1,066 | €1,016 |
“Talasol” | 300,000 kWp | Talaván, Cáceres, Spain | PV – Fixed Panels | December 2020 | N/A | --5 | €28,494 |
1. | The actual capacity of a photovoltaic plant is generally subject to a degradation of 0.5%-0.7% per year, depending on climate conditions and quality of the solar panels. |
2. | These results are not indicative of future results due to various factors, including changes in the climate and the degradation of the solar panels. |
3. | The tariff of NIS 0.9631/kWh is fixed for a period of 20 years and is updated once a year based on changes to the Israeli CPI of October 2011. The tariff increased from NIS 0.976/kWh in November 2013 to NIS 1.005/kWh in 2020 and decreased to NIS 0.9946/kWh on 2021. |
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 €4.1 million and €4.3 million for the years ended December 31, 2020 and 2021, respectively, only revenues related to the ongoing operation of the plant in the amount of approximately €1million are recognized as revenues in each of 2020 and 2021. |
5. | The Talasol PV Plant is 51% owned by us and the revenues included in the table reflect 100% ownership. As the Talasol PV Plant was connected to the Spanish national grid at the end of December 2020 and achieved PAC in January 2021, no revenues were recorded in connection with this PV Plant for the year ended December 31, 2020 and until PAC was achieved in January 2021. Revenues generated prior to the achievement of PAC (in the amount of approximately €0.9 million) were capitalized to fixed assets. |
• | Development Agreement with a local experienced developer for the provision of development services with respect to photovoltaic greenfield projects from initial processing, obtaining of approvals and clearances with the aim of reaching “ready to build” status; |
• | an Engineering, Procurement & Construction projects Contract, or an EPC Contract, which governs the installation, testing and commissioning of a photovoltaic plant by the respective Contractor; |
• | an Operation and Maintenance (O&M) Agreement, which governs the operation and maintenance of the photovoltaic plant by the respective Contractor; |
• | a number of ancillary agreements, including: |
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. |
• | Standard “power distribution agreements” with the applicable Spanish power distribution grid company such as Endesa Distribución Eléctrica, S.L.U., or Endesa, or Iberdrola Distribución Eléctrica, S.A.U., or Iberdrola, regarding the rights and obligations of each party, concerning, inter alia, the evacuation of the power generated in the plant to the grid; |
• | Standard “representation agreements” with an entity that will act as the energy sales agent of the PV Plant in the energy market, in accordance with Spanish Royal Decree 436/2004; and |
• | Assignment Contract (“contrato de encargo de proyecto”) and the Technical Access Contract (“Contracto técnico de acceso a la red de transporte") with Red Eléctrica de España (the Spanish grid operator, or REE). |
• | A power purchase agreement with the IEC for the purchase of electricity by the IEC with a term of 20 years commencing on the date of connection to the grid. |
• | one or more “power purchase agreements” with GSE, specifying the power output to be purchased by GSE for resale and the consideration in respect thereof or, alternatively, a “power purchase agreements” with a private energy broker, specifying the power output to be purchased for resale and the consideration in respect thereof; |
• | one or more “interconnection agreements” with the Enel Distribuzione S.p.A, or ENEL, the Italian national electricity grid operator, which provide the terms and conditions for the connection to the Italian national grid; and |
• | to the extent the FiT or any other incentive will be applicable - standard “incentive agreements” with GSE, Italy’s energy regulation agency responsible, inter alia, for incentivizing and developing renewable energy sources in Italy and purchasing energy and re-selling it on the electricity market. Under such agreements, it is anticipated that GSE will grant the applicable FiT governing the purchase of electricity (FiTs are further detailed in “Material Effects of Government Regulations on the Italian PV Plants”). |
a. | by way of sale on the electricity market (Italian Power Exchange IPEX), the so called “Borsa Elettrica”; |
b. | through bilateral contracts with wholesale dealers; and |
c. | via the so-called “Dedicated Withdrawal” introduced by AEEGSI 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. |
Plant Type | Power level (kW) | Reference Tariff (€/MWh) | A2 plants Bonus (€/MWh) | Bonus for self-consumption (€/MWh) |
Group A | 20 <P ≤100 | 105 | - | 10 |
100 <P ≤1000 | 90 | - | - | |
P>1000 | 70 | - | - | |
Group A2 | 20 <P ≤100 | 105 | 12 | 10 |
100 <P ≤1000 | 90 | 12 | - |
• | a measure consisting of granting the option to access a new revised incentive plan. This specific provision applies to producers of renewable energy and owners of plants to which the “all-inclusive tariff” (tariffa omnicomprensiva) or certain “Green Certificates” (certificati verdi) apply and provides an alternative incentive system for production of renewable energy, which can be activated voluntarily on demand of each producer. The latter must choose either to continue maintaining the same incentive regime for the remaining period of duration of the plan, or access a new plan, enforced for the remaining duration of the plan extended by 7 years, but with a correspondent reduction in the nominal amount of the incentive, in a percentage which varies based on, inter alia, the remaining duration of the plan and the type of energy source. |
• | a replacement, starting from January 1, 2014, of the minimum guaranteed prices currently foreseen under the Italian mandatory purchase regime with the zonal hourly prices set out for each specific area (so called prezzi zonali orari, i.e. the average monthly price, correspondent to each hour, as resulting from the electric market price on the area where the PV plant is located). The replacement of minimum guaranteed prices with zonal prices applies to PV plants exceeding 100kWp. |
• | For photovoltaic plants with an installed capacity of up to and including 100 kW that benefit from incentives and photovoltaic plants with an installed capacity of up to and including 1 MW that do not benefit from incentives – the minimum price, as defined by AEEGSI; and |
• | For other photovoltaic plants – the hourly zonal price. |
(i) | imbalance costs are to be borne by the owners of PV plants, in an amount calculated by multiplying the discrepancy of the production forecast by a fixed parameter; |
(ii) | in the case that the owner of the PV plant is party to the GSE mandatory purchase regime, administrative costs borne by GSE in connection with forecast services are to be charged on the owner. |
1. | application of the actual imbalancing (i.e., the difference, hour by hour, between the measurement of the energy delivered/withdrawn into the grid in one day and the final delivery/withdrawal program as a consequence of the closing of the Electrical Markets and the Dispatchment Services Market). In other words, based on the first option, production units powered by non-programmable renewable energy are subject to the same criteria of determination of imbalancing (regolazione di valorizzazione degli sbilanciamenti) applicable to the programmable ones. |
2. | sum of three components, which are a result of the application: |
• | to the actual imbalancing which falls within the tolerated thresholds of the price equal to that provided under section 40.3 of Resolution AEEGSI SI 111/06, as amended by Resolution 522/2014/R/eel; and |
• | to the actual imbalancing exceeding the tolerated thresholds of the price equal to that provided under section 30.4(b) of Resolution AEEGSISI 111/06, as amended by Resolution 522/2014/R/eel. |
• | to the actual imbalancing which falls within the tolerated thresholds, considered as an absolute value, of an imbalancing price equal to the area quota. The area quota must be intended as the ratio between the imbalancing costs which have not been allocated pursuant to the two aforementioned points and the sum of the absolute values of imbalancing costs, which fall within the tolerated thresholds. |
(i) | a reduction of 8% in the FiT for photovoltaic plants with nominal capacity above 900 kW, a reduction of 7% in the FiT for photovoltaic plants with nominal capacity between 500 kW and 900 kW and a reduction of 6% in the FiT for photovoltaic plants with nominal capacity between 200 kW and 500 kW (i.e., out of the twelve Italian photovoltaic plants owned by us, eight would be subject to a reduction of 8% in the FiT and four would be subject to a reduction of 7% in the FiT); |
(ii) | extending the 20-year term of the FiT to 24 years with a reduction in the FiT in a range of 17%-25%, depending on the time remaining on the term of the FiT for the relevant photovoltaic plant, with higher reductions applicable to photovoltaic plants that commenced operations earlier (based on the remaining years in the initial guaranteed FiT period of our existing Italian photovoltaic plants, the expected reduction in the FiT for the our photovoltaic plants would have been approximately 19%); |
(iii) | a rescheduling in the FiT so that during an initial period the FiT is reduced and during the second period the FiT is increased in the same amount of the reduction with the goal to guarantee an annual saving of at least €600 million by the Italian public between 2015 and 2019, assuming all photovoltaic operators opt for this alternative); or |
(iv) | the beneficiaries of FiT incentive schemes can sell up to 80% of the revenues deriving from the incentives generated by the photovoltaic plant to a selected buyer to be identified among the top EU banks. The selected buyer will become eligible to receive the original FiT and will not be subject to the changes set forth in alternatives (i) through (iii) above. |
(i) | shall not entail an increase of more than 1% (5% for plants up to 20 kWp) of the nominal power of the plant or its single units; |
(ii) | shall use new or regenerated components, in the case of definitive replacements; and |
(iii) | shall be communicated to GSE within 60 days. |
(i) | fed by the same renewable source; |
(ii) | owned by the same entity or by entities belonging to the same group; and |
(iii) | built on the same plot or on bordering plots; |
(i) | re-determine the applicable tariff, if the procedures on tariff admission were complied with notwithstanding the fake fractioning; or |
(ii) | declare the retrospective forfeiture from the tariff, if the procedures on tariff admission were not complied with as a result of the fake fractioning. |
• | as to small plants, incentives will be awarded: (i) through direct access to incentives, as to plants with market competitive generation costs and plants belonging to energy communities or self-consumption configurations; and (ii) through tender procedures, as to innovative plants and plants with higher generation costs; and |
• | as to big plants, incentives will be awarded through downward auction procedures. |
• | the creation of an online information board with the aim to facilitate the alignment of demand and offer; |
• | the setting-up of a platform for the conclusion of PPAs (as already provided in previous legislation); |
• | the definition of tender schemes for the supply of renewable source energy to public administration through PPAs; and |
• | issuance of an ad hoc regulation in order to inform final customers as to PPAs, also in order to facilitate use thereof by consumers in aggregate shape. |
(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. |
• | Request of connection permit required in 6 months. |
• | Valid request of Prior Administrative Authorization required in 6 months. |
• | Obtention of environmental permit required in 31 months. |
• | Obtention of Prior Administrative Authorization required in 34 months. |
• | Obtention of Construction Administrative Authorization required in 37 months. |
• | Obtention of Exploitation Authorization required in 5 years. |
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 |
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. |
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. |
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.” Following the decreases in the price of fuel and electricity during 2015, the Israeli Electricity Authority reduced the rate of electricity production, and as a result the natural gas price under the Tamar Agreement reached the “final floor price” in March 2016. Commencing January 1, 2020, the production component rate was decreased by approximately 7.9%, resulting in a decrease of the gas price under the Tamar Agreement to the final floor price and therefore will not be further reduced in the future. Commencing January 1, 2020, the production component rate was decreased by approximately 4.5%, however due to the floor price arrangement, the gas price was not reduced. 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. |
Plant Title | Installed/ production Capacity | Location | Connection to Grid | Revenue in the year ended December 31, 2020 (in thousands) | Revenue in the year ended December 31, 2021 (in thousands) |
“Groen Gas Goor” | 3 million Nm3 per year | Goor, the Netherlands | November 2017 | €3,414 | €3,394 |
“Groen Gas Oude-Tonge” | 3.8 million Nm3 per year, | Oude-Tonge, the Netherlands | June 2018 | €2,588 | €3,341 |
“Groen Gas Gelderland” | 7.5 million Nm3 per year1 | Gelderland, the Netherlands | April 2017 | -2 | €5,951 |
1. | This plant’s permit enables it to produce approximately 7.5 million Nm3 per year, however the actual production capacity of the plant is approximately 9.5 million Nm3 per year. |
2. | This plant was acquired in December 1, 2020, therefore revenues for the period prior to the acquisition are not reflected herein. |
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. |
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 | 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. |
For the year ended December 31, | ||||||||
2021 | 2020 | |||||||
€ in thousands (except per share data) | ||||||||
Revenues | 44,783 | 9,645 | ||||||
Operating expenses | (17,524 | ) | (4,951 | ) | ||||
Depreciation and amortization expenses | (15,076 | ) | (2,975 | ) | ||||
Gross profit | 12,183 | 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) | 4,131 | (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 | (22,753 | ) | (6,293 | ) | ||||
Tax benefit | 2,489 | 125 | ||||||
Loss for the year | (20,264 | ) | (6,168 | ) | ||||
Loss attributable to: | ||||||||
Owners of the Company | (15,408 | ) | (4,627 | ) | ||||
Non-controlling interests | (4,856 | ) | (1,541 | ) | ||||
Loss for the year | (20,264 | ) | (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 | (24,762 | ) | (3,885 | ) | ||||
Total comprehensive loss for the year attributable to: | ||||||||
Owners of the Company | (12,284 | ) | (3,746 | ) | ||||
Non-controlling interests | (12,478 | ) | (139 | ) | ||||
Total comprehensive loss for the year | (24,762 | ) | (3,885 | ) | ||||
Loss per share | ||||||||
Basic loss per share | (1.20 | ) | (0.38 | ) | ||||
Diluted loss per share | (1.20 | ) | (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 | 28,494 | - | 28,494 | 100 | ||||||||||||
Israeli PV segment | 4,255 | 4,089 | 166 | 4.1 | ||||||||||||
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 | 401 | 86.6 | ||||||||||||
Talasol Segment | 6,239 | - | 6,239 | 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 | ) | (1775 | ) | ||||
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 income (expenses), net | (26,884 | ) | (3,634 | ) |
• | Financing expenses include expenses in connection with the Talasol PV Plant, previously capitalized to fixed assets, are recognized in profit and loss starting from the PAC, consisting of (i) approximately €2.2 million of interest of bank loans, (ii) approximately €0.9 million of swap related payments, (iii) approximately €0.3 million of expenses in connection with Talasol’s project financing, and (iv) approximately €2.1 million of interest accrued on shareholder loans granted by the minority shareholders of Talasol; |
• | An amount of approximately €15.5 million recorded as of December 31, 2021 in connection with the expected prepayment of the Talasol Previous Financing. Such expenses include approximately €3.3 million recorded in connection with the termination of an interest rate swap contract and €12.2 million in connection with the amortization of the outstanding balance of expenses that were capitalized to the Talasol Previous Financing; and |
• | Approximately €0.9 million of expenses in connection with the early repayment of our Series B Debentures. |
Year ended December 31, | ||||||||
(Euro in thousands) | 2021 | 2020 | ||||||
Loss for the year | (20,264 | ) | (6,168 | ) | ||||
Financing expenses (income), net | 26,884 | 3,634 | ||||||
Taxes on income (tax benefit) | (2,489 | ) | (125 | ) | ||||
Depreciation and amortization | 15,076 | 2,975 | ||||||
EBITDA | 19,207 | 316 |
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Appreciation (Devaluation) of the NIS against the euro | (10.8 | %) | 1.7 | % | (9.6 | %) |
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 balance sheet equity, on a consolidated basis, shall not be less than €50 million for purposes of the immediate repayment provision and shall not be less than €60 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, 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 Net Financial Debt, to (b) our equity (which we calculate in line with the definition of Balance Sheet Equity in the Series C Deed of Trust), on a consolidated basis, plus the Net Financial Debt, or our CAP, Net, to which we refer herein as the Ratio of Net Financial Debt to CAP, Net, shall not exceed the rate of 67.5% for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes of the updated of the annual interest provision; and |
c. | The ratio of (a) our 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 Adjusted EBITDA, to which we refer to herein as the Ratio of Net Financial Debt to 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 provision. |
a. | Our Adjusted Balance Sheet Equity (as such term is defined in the Series D Deed of Trust), 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 updated 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 CAP, Net, to which we refer herein as the Series D Ratio of Net Financial Debt to 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 updated 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 Ratio of Net Financial Debt to Series D Adjusted EBITDA, shall not be higher than 14 for purposes of the immediate repayment provision and shall not be higher than 12 for purposes of the updated of the annual interest provision. |
Year ended December 31, | ||||||||
2021 | 2020 | |||||||
Euro in thousands | ||||||||
Net cash provided by (used in) operating activities | 15,240 | (5,826 | ) | |||||
Net cash used in investing activities | (107,422 | ) | (112,135 | ) | ||||
Net cash provided by financing activities | 54,196 | 141,637 | ||||||
Effect of exchange rate fluctuations on cash and cash equivalents | 12,370 | (1,340 | ) | |||||
Increase in cash and cash equivalents | (25,616 | ) | 22,336 | |||||
Cash and cash equivalents at the beginning of the year | 66,845 | 44,509 | ||||||
Cash and cash equivalents at the end of the year | 41,229 | 66,845 |
Name | Age | Position with Ellomay |
Shlomo Nehama(1)(2) | 67 | Chairman of the Board of Directors |
Ran Fridrich(1)(2) | 69 | Director and Chief Executive Officer |
Anita Leviant(1)(3)(4) | 67 | Director |
Ehud Gil(1) | 47 | Director |
Dr. Michael J. Anghel(3)(4)(5) | 83 | Director |
Daniel Vaknin(3)(4)(5) | 66 | Director |
Kalia Rubenbach | 43 | Chief Financial Officer |
Ori Rosenzweig | 45 | Chief Investment Officer |
Yehuda Saban | 43 | 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. |
Salary(1) | Management/Consulting Fees | Bonus | Share-Based Payment(2) | Total | ||||||||||||||||
Name and Position | (euro in thousands) | |||||||||||||||||||
Shlomo Nehama, Chairman of the Board | - | 212 | (3) | - | - | 212 | (3) | |||||||||||||
Ran Fridrich, CEO and Director | - | 268 | (3) | - | - | 268 | (3) | |||||||||||||
Yehuda Saban, Director of Operations for Israel and EVP of Business Development | - | 269 | - | 3 | 272 | |||||||||||||||
Kalia Rubenbach, Chief Financial Officer | 252 | - | 36 | 3 | 291 | |||||||||||||||
Ori Rosenzweig, Chief Investment Officer | 267 | - | - | 3 | 270 |
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, 2021, 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. |
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. |
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. |
In the event the employment agreement with an employee provides that the provisions of Section 14 of the Severance Pay Law will apply, our contributions for severance pay are in lieu of our severance liability and the employee is entitled to receive such contributions whether her or his employment is terminated by us or she or he resigns. Therefore, upon fulfillment of our obligation to make a monthly contribution to the managers’ insurance policies or similar financial instruments in the amount of 8.33% of the employee’s monthly salary and of the other terms of the relevant permit with respect to this arrangement, no additional payments must later be made to the employee on account of severance pay upon termination of the employment relationship. As required by Israeli law, our employees are also provided with a contribution toward their retirement that amounts to 12.5% of wages, of which the employee contributes 6%. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the United States Social Security Administration, and additional sums towards compulsory health insurance.
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) | 666 | * | ||
Anita Leviant(5) | 3,000 | * | ||
Dr. Michael J. Anghel(5) | 2,500 | * | ||
Daniel Vaknin(5) | 583 | * | ||
Kalia Rubenbach | - | - | ||
Ori Rosenzweig | - | - | ||
Yehuda Saban | - | - |
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 1, 2022 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 12,849,295 ordinary shares outstanding as of March 1, 2022. 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 666 ordinary shares with an expiration date of December 17, 2030 and an exercise price per share of $34.44, (ii) Anita Leviant holds currently exercisable options to purchase 2,000 ordinary shares with expiration dates ranging from August 1, 2028 to August 1, 2030 and exercise prices per share ranging between $8.95 - $26.63, (iii) Dr. Michael J. Anghel holds currently exercisable options to purchase 2,500 ordinary shares with an expiration dates ranging from January 24, 2029 to August 1, 2030 and exercise prices per share ranging between $8.41 - $26.63, and (iv) Daniel Vaknin holds currently exercisable options to purchase 583 ordinary shares with an expiration date of December 30, 2030 and an exercise price per share of $34.3. |
Ordinary Shares Beneficially Owned(1) | Percentage of Ordinary Shares Beneficially Owned | |||||||
Shlomo Nehama (2)(4)(5) | 3,588,577 | 27.9 | % | |||||
Kanir Joint Investments (2005) Limited Partnership (3)(4)(5) | 2,605,845 | 20.3 | % | |||||
Yelin Lapidot Holdings Management Ltd.(6) | 1,735,076 | 13.5 | % | |||||
Clal Insurance Enterprises Holdings Ltd.(7) | 1,309,752 | 10.1 | % |
(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 1, 2022 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 on a total of 12,849,295 ordinary shares outstanding as of March 1, 2022. 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) | 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. Mr. Ran Fridrich, who is a member of our Board of Directors and our Chief Executive Officer and Ms. Anat Raphael, the sister of Mr. Ehud Gil, who is a member of our Board of Directors, are the sole directors of Kanir Ltd. As a result, Mr. Fridrich and Ms. Raphael may be deemed to indirectly beneficially own the ordinary shares beneficially owned by Kanir. In addition, the estate of Mr. Raphael, who passed away in December 2020, is the majority shareholder of Kanir Ltd. and beneficially owns 254,524 ordinary shares, which constitute approximately 2% of our outstanding shares and which constitute, together with Kanir’s holdings, approximately 22.3% of our outstanding ordinary shares. Each of Kanir Ltd., Mr. Fridrich and Ms. Raphael disclaims beneficial ownership of such ordinary shares except to the extent of their respective pecuniary interest therein, if any. |
(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 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. Each of Mr. Nehama and Nechama Investments disclaims beneficial ownership of the ordinary shares beneficially owned by Kanir. Each of Kanir, Kanir Ltd., Mr. Fridrich and Ms. Raphael disclaims beneficial ownership of the ordinary shares beneficially owned by Nechama Investments. A copy of the 2008 Shareholders Agreement was filed with the Securities and Exchange Commission, or the SEC, on March 31, 2008 as Exhibit 14 to an amendment to a Schedule 13D and is not incorporated by reference herein. |
(5) | The information included in this table concerning the beneficial ownership of Nechama Investments, Kanir, Kanir Ltd., Messrs. Nehama and Fridrich, and Ms. Raphael is based on a Schedule 13D/A submitted on October 13, 2020 and on information provided by the shareholders. |
(6) | Based on a Schedule 13G/A submitted on February 7, 2022 by Mr. Dov Yelin, Mr. Yair Lapidot, Yelin Lapidot Holdings Management Ltd., or Yelin Lapidot, and Yelin Lapidot Mutual Funds Management Ltd., or Yelin Lapidot Mutual. According to the Schedule 13G/A: (i) the securities reported therein are beneficially owned as follows: (a) 1,162,076 ordinary shares, which constitute approximately 9% of our outstanding ordinary shares, by mutual funds managed by Yelin Lapidot Mutual and (b) 573,000 ordinary shares, which constitute approximately 4.5% of our outstanding ordinary shares, by provident funds managed by Yelin Lapidot Provident Fund Management Ltd., or Yelin Lapidot Provident, (ii) both Yelin Lapidot Mutual and Yelin Lapidot Provident are wholly-owned subsidiaries of Yelin Lapidot and operate under independent management and make their own independent voting and investment decisions, and (iii) Messrs. Yelin and Lapidot each own 24.38% of the share capital and 25.004% of the voting rights of Yelin Lapidot, and are responsible for the day-to-day management of Yelin Lapidot. Pursuant to the Schedule 13G/A, any economic interest or beneficial ownership in any of the securities covered by the Schedule 13G/A is held for the benefit of the members of the provident funds or mutual funds, as the case may be, and each of Messrs. Yelin and Lapidot, Yelin Lapidot and wholly-owned subsidiaries of Yelin Lapidot, disclaims beneficial ownership of any such securities. |
(7) | Based on a Schedule 13G/A submitted on February 10, 2022 by Clal Insurance Enterprises Holdings Ltd., or Clal. Based on the Schedule 13G/A, of the 1,309,752 ordinary shares reported as beneficially owned by Clal: (i) 118,390 ordinary shares, including 56,115 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares that are exercisable within 60 days, are beneficially held for Clal’s own account and (ii) 1,191,362 ordinary shares are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, Clal notes in the Schedule 13G/A that the Schedule 13G/A will not constitute an admission that it is the beneficial owner of more than 118,390 ordinary shares. |
• | Meisaf, Kanir and Keystone, through their employees, officers and directors, will assist us in all aspects of the management of our company and advise as required from time to time by us; |
• | The position of the CEO, held by Mr. Fridrich, is set at a full-time position and the position of the Chairman of the Board, held by Mr. Nehama, is set at no less than a 77% position; |
• | The CEO services will be provided by Mr. Fridrich through Kanir and Keystone, and the Chairman services will be provided by Mr. Nehama through Meisaf; |
• | Meisaf, Kanir and Keystone are entitled to receive reimbursement for reasonable out-of-pocket business expenses borne by them or any of their employees, directors or officers in connection with the provision of the services; |
• | The management fees are as follows: (i) to Meisaf, an annual amount of NIS 1,386,000 (NIS 115,500 on a monthly basis) plus applicable VAT and (ii) to Kanir and Keystone, an aggregate annual amount of NIS 1,800,000 (NIS 150,000 on a monthly basis) plus applicable VAT, in an initial division of NIS 660,000 to Kanir and NIS 1,140,000 to Keystone or such other division as notified in writing to the Company by Kanir and Keystone. The management fee is the full and final compensation for the provision of the services and shall be in lieu of any and all payments that are due to the Service Providers as Board members, including the right to receive the options to purchase ordinary shares of the Company in accordance with the Company’s 1998 Share Option Plan for Non-Employee Directors; |
• | The Management Services Agreement be in effect until the earlier of: (i) June 30, 2024, (ii) the termination of service of Messrs. Nehama and Fridrich on our Board of Directors, (iii) a date that is six (6) months following the delivery of a written termination notice by Meisaf, Kanir and Keystone to the Company or by the Company to Meisaf, Kanir and Keystone, or (iv) the cessation of provision of Chairman and CEO services. In the event only Meisaf ceases to provide services or only Keystone and Kanir cease to provide services, the Management Services Agreement will continue in full force and effect with respect to the other parties, mutatis mutandis; and |
• | Kanir, Meisaf and Keystone serve as independent contractors of the Company and each of them is solely responsible to any payment it is required to pay its employees and representatives and undertake to indemnify the Company in the event the Company suffers any damage due to a determination that any of them or their affiliates are employees of the Company. |
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. |
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 the United States or persons who are not U.S. Holders; |
m. | persons who acquired the shares pursuant to the exercise of any employee share option or otherwise as compensation; and |
n. | partnerships or a partner in a partnership. |
(1) | an individual citizen or resident of the United States; |
(2) | a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or any political subdivision thereof; |
(3) | an estate the income of which is subject to U.S. federal income tax without regard to its source; or |
(4) | a trust, if such trust was in existence on August 20, 1996 and has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or if (a) a court within the U.S. can exercise primary supervision over its administration and (b) one or more U.S. persons have the authority to control all of the substantial decisions of such trust. |
(1) | the excess distribution or gain will be allocated ratably over each U.S. Holder’s holding period for the ordinary shares; |
(2) | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and |
(3) | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
2021 | 2020 | |||||||
(Euro in thousands) | ||||||||
Audit Fees(1) | 453 | 317 | ||||||
Audit-Related Fees(2) | 21 | 35 | ||||||
Tax Fees(3) | 49 | 53 | ||||||
Total | 523 | 405 |
a. | Professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements or services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements. |
b. | Including professional services related to due diligence investigations. |
c. | Professional services rendered by our independent registered public accounting firm for international and local tax compliance, tax advice services and tax planning performed during the fiscal year. |
Number | Description |
101.INS** | XBRL Instance Document |
101.SCH** | XBRL Taxonomy Extension Schema Document |
101.CAL** | XBRL Taxonomy Calculation Linkbase Document |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB** | XBRL Taxonomy Label Linkbase Document |
101.PRE** | XBRL Taxonomy Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | The original language version is on file with the Registrant and is available upon request. |
** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
(1) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2012 and incorporated by reference herein. |
(2) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2018 and incorporated by reference herein. |
(3) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2011 and incorporated by reference herein. |
(4) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2019 and incorporated by reference herein. |
(5) | Included in the Registrant’s Form 6-K dated May 17, 2018 and incorporated by reference herein. |
(6) | Included in the Registrant’s Form 6-K dated October 14, 2005 and incorporated by reference herein. |
(7) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2010 and incorporated by reference herein. |
(8) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2013 and incorporated by reference herein. |
(9) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2014 and incorporated by reference herein. |
(10) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2017 and incorporated by reference herein. |
(11) | Included in the Registrant’s Form 6-K dated September 25, 2019 and incorporated by reference herein. |
(12) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2020 and incorporated by reference herein. |
(13) | Included in the Registrant’s Form 6-K dated July 1, 2021 and incorporated by reference herein. |
Ellomay Capital Ltd. By: /s/ Ran Fridrich Ran Fridrich Chief Executive Officer and Director |
Ellomay Capital Ltd. and its Subsidiaries Ellomay Capital Ltd. and its Subsidiaries Consolidated Financial Statements As at December 31, 2021 |
Contents
Page | ||
Report of Independent Registered Public Accounting Firm (PCAOB Name: KPMG (Somekh Chaikin) / PCAOB ID No. 1057) | F-1 | |
F-3 | ||
F-4 | ||
F-5 - F-7 | ||
Consolidated Statements of Cash Flows | F-8 - F-9 | |
Notes to the Consolidated Financial Statements | F-10 - F-109 |
F - 2 |
December 31, | ||||||||||||||||
2021 | 2020 | 2021 | ||||||||||||||
Note | € in thousands | Convenience Translation into US$in thousands (Note 3B) | ||||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | 4 | 41,229 | 66,845 | 46,663 | ||||||||||||
Marketable securities | 5 | 1,946 | 1,761 | 2,202 | ||||||||||||
Short term deposits | 5 | 28,410 | 8,113 | 32,154 | ||||||||||||
Restricted cash | 5 | 1,000 | 0 | 1,132 | ||||||||||||
Receivable from concession project | 6D4 | 1,784 | 1,491 | 2,019 | ||||||||||||
Trade and other receivables | 7 | 9,487 | 9,825 | 10,737 | ||||||||||||
83,856 | 88,035 | 94,907 | ||||||||||||||
Non-current assets | ||||||||||||||||
Investment in equity accounted investee | 6A | 34,029 | 32,234 | 38,514 | ||||||||||||
Advances on account of investments | 6C | 1,554 | 2,423 | 1,759 | ||||||||||||
Receivable from concession project | 6D4 | 26,909 | 25,036 | 30,456 | ||||||||||||
Fixed assets | 8 | 340,065 | 264,095 | 384,886 | ||||||||||||
Right-of-use asset | 14 | 23,367 | 17,209 | 26,447 | ||||||||||||
Intangible asset | 6D4 | 4,762 | 4,604 | 5,390 | ||||||||||||
Restricted cash and deposits | 5 | 15,630 | 9,931 | 17,690 | ||||||||||||
Deferred tax | 19 | 12,952 | 3,605 | 14,659 | ||||||||||||
Long term receivables | 7 | 5,388 | 2,762 | 6,098 | ||||||||||||
Derivatives | 21 | 2,635 | 10,238 | 2,982 | ||||||||||||
467,291 | 372,137 | 528,881 | ||||||||||||||
Total assets | 551,147 | 460,172 | 623,788 | |||||||||||||
Liabilities and Equity | ||||||||||||||||
Current liabilities | ||||||||||||||||
Current maturities of long term bank loans | 10 | 126,180 | 10,232 | 142,811 | ||||||||||||
Current maturities of long term loans | 10 | 16,401 | 4,021 | 18,563 | ||||||||||||
Current maturities of debentures | 12 | 19,806 | 10,600 | 22,416 | ||||||||||||
Trade payables | 2,904 | 12,387 | 3,285 | |||||||||||||
Other payables | 9 | 20,806 | *3,593 | 23,548 | ||||||||||||
Current maturities of derivatives | 21 | 14,783 | *1,378 | 16,731 | ||||||||||||
Current maturities of lease liabilities | 14 | 4,329 | *490 | 4,900 | ||||||||||||
205,209 | 42,701 | 232,254 | ||||||||||||||
Non-current liabilities | ||||||||||||||||
Long-term lease liabilities | 14 | 15,800 | 17,299 | 17,882 | ||||||||||||
Long-term loans | 11 | 39,093 | 134,520 | 44,245 | ||||||||||||
Other long-term bank loans | 11 | 37,221 | 49,396 | 42,127 | ||||||||||||
Debentures | 12 | 117,493 | 72,124 | 132,979 | ||||||||||||
Deferred tax | 19 | 8,836 | 7,806 | 10,001 | ||||||||||||
Other long-term liabilities | 13 | 3,905 | *2,964 | 4,420 | ||||||||||||
Derivatives | 21 | 10,107 | 8,336 | 11,439 | ||||||||||||
232,455 | 292,445 | 263,093 | ||||||||||||||
Total liabilities | 437,664 | 335,146 | 495,347 | |||||||||||||
Equity | ||||||||||||||||
Share capital | 16 | 25,605 | 25,102 | 28,980 | ||||||||||||
Share premium | 85,883 | 82,401 | 97,202 | |||||||||||||
Treasury shares | (1,736 | ) | (1,736 | ) | (1,965 | ) | ||||||||||
Transaction reserve with non-controlling Interests | 5,697 | 6,106 | 6,448 | |||||||||||||
Reserves | 7,288 | 4,164 | 8,249 | |||||||||||||
Retained earnings (accumulated deficit) | (7,217 | ) | 8,191 | (8,168 | ) | |||||||||||
Total equity attributed to shareholders of the Company | 115,520 | 124,228 | 130,746 | |||||||||||||
Non-Controlling Interest | (2,037 | ) | 798 | (2,305 | ) | |||||||||||
Total equity | 113,483 | 125,026 | 128,441 | |||||||||||||
Total liabilities and equity | 551,147 | 460,172 | 623,788 |
F - 3 |
For the year ended December 31, | |||||||||||||||||||
2021 | 2020 | 2019 | 2021 | ||||||||||||||||
Note | € in thousands (except per share data) | Convenience Translation into US$in thousands (Note 3B) | |||||||||||||||||
Revenues | 18A | 44,783 | 9,645 | 18,988 | 50,685 | ||||||||||||||
Operating expenses | 18B | (17,524 | ) | (4,951 | ) | (6,638 | ) | (19,834 | ) | ||||||||||
Depreciation and amortization expenses | 18B | (15,076 | ) | (2,975 | ) | (6,416 | ) | (17,063 | ) | ||||||||||
Gross profit | 12,183 | 1,719 | 5,934 | 13,788 | |||||||||||||||
Project development costs | 6C | (2,508 | ) | (3,491 | ) | (4,213 | ) | (2,839 | ) | ||||||||||
General and administrative expenses | 18C | (5,661 | ) | (4,512 | ) | (3,827 | ) | (6,407 | ) | ||||||||||
Share of profits of equity accounted investee | 6A | 117 | 1,525 | 3,086 | 132 | ||||||||||||||
Other income (expenses), net | 18D | 0 | 2,100 | (2,100 | ) | 0 | |||||||||||||
Capital gain | 6D3 | 0 | 0 | 18,770 | 0 | ||||||||||||||
Operating profit (loss) | 4,131 | (2,659 | ) | 17,650 | 4,674 | ||||||||||||||
Financing income | 18E | 2,931 | 2,134 | 1,827 | 3,317 | ||||||||||||||
Financing income (expenses) in connection with derivatives, net | 18E | (841 | ) | 1,094 | 897 | (952 | ) | ||||||||||||
Financing expenses | 18E | (28,974 | ) | (6,862 | ) | (10,877 | ) | (32,793 | ) | ||||||||||
Financing expenses, net | (26,884 | ) | (3,634 | ) | (8,153 | ) | (30,428 | ) | |||||||||||
Profit (loss) before taxes on income | (22,753 | ) | (6,293 | ) | 9,497 | (25,754 | ) | ||||||||||||
Tax benefit | 19 | 2,489 | 125 | 287 | 2,817 | ||||||||||||||
Profit (loss) for the year | (20,264 | ) | (6,168 | ) | 9,784 | (22,937 | ) | ||||||||||||
Profit (loss) attributable to: | |||||||||||||||||||
Owners of the Company | (15,408 | ) | (4,627 | ) | 12,060 | (17,439 | ) | ||||||||||||
Non-controlling interests | (4,856 | ) | (1,541 | ) | (2,276 | ) | (5,498 | ) | |||||||||||
Profit (loss) for the year | (20,264 | ) | (6,168 | ) | 9,784 | (22,937 | ) | ||||||||||||
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 | ) | 2,103 | 13,903 | ||||||||||||||
Effective portion of change in fair value of cash flow hedges, net of tax | (13,429 | ) | 2,210 | 1,076 | (15,199 | ) | |||||||||||||
Net change in fair value of cash flow hedges transferred to profit or loss | (3,353 | ) | 555 | (1,922 | ) | (3,795 | ) | ||||||||||||
Total other comprehensive income (loss), net of tax | (4,498 | ) | 2,283 | 1,257 | (5,091 | ) | |||||||||||||
Total other comprehensive income (loss) attributable to: | |||||||||||||||||||
Owners of the Company | 3,124 | 881 | 2,114 | 3,535 | |||||||||||||||
Non-controlling interests | (7,622 | ) | 1,402 | (857 | ) | (8,626 | ) | ||||||||||||
Total other comprehensive income (loss) | (4,498 | ) | 2,283 | 1,257 | (5,091 | ) | |||||||||||||
Total comprehensive income (loss) for the year | (24,762 | ) | (3,885 | ) | 11,041 | (28,028 | ) | ||||||||||||
Total comprehensive income (loss) for the year attributable to: | |||||||||||||||||||
Owners of the Company | (12,284 | ) | (3,746 | ) | 14,174 | (13,904 | ) | ||||||||||||
Non-controlling interests | (12,478 | ) | (139 | ) | (3,133 | ) | (14,124 | ) | |||||||||||
Total comprehensive income (loss) for the year | (24,762 | ) | (3,885 | ) | 11,041 | (28,028 | ) | ||||||||||||
Earnings (loss) per share | |||||||||||||||||||
Basic earnings (loss) per share | 20 | (1.20 | ) | (0.38 | ) | 1.09 | (1.39 | ) | |||||||||||
Diluted earnings (loss) per share | 20 | (1.20 | ) | (0.38 | ) | 1.09 | (1.39 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
F - 4 |
Attributable to shareholders of the Company | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
Share capital | Share premium | Retained earnings (accumulated deficit) | Treasury shares | Translation Reserve from foreign operations | Hedging Reserve | Transaction reserve with non-controlling Interests | ||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2021 | 25,102 | 82,401 | 8,191 | (1,736 | ) | 3,823 | 341 | 6,106 | 124,228 | 798 | 125,026 | |||||||||||||||||||||||||||||
Profit (loss) for the year | 0 | 0 | (15,408 | ) | 0 | 0 | 0 | 0 | (15,408 | ) | (4,856 | ) | (20,264 | ) | ||||||||||||||||||||||||||
Other comprehensive loss for the year | 0 | 0 | 0 | 0 | 11,542 | (8,418 | ) | 0 | 3,124 | (7,622 | ) | (4,498 | ) | |||||||||||||||||||||||||||
Total comprehensive loss for the year | 0 | 0 | (15,408 | ) | 0 | 11,542 | (8,418 | ) | 0 | (12,284 | ) | (12,478 | ) | (24,762 | ) | |||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity: | ||||||||||||||||||||||||||||||||||||||||
Issuance of Capital note to non-controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 8,682 | 8,682 | ||||||||||||||||||||||||||||||
Acquisition of shares in subsidiaries from non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | (409 | ) | (409 | ) | 961 | 552 | ||||||||||||||||||||||||||||
Warrants exercise | 454 | 3,419 | 0 | - | - | - | 0 | 3,873 | 0 | 3,873 | ||||||||||||||||||||||||||||||
Options exercise | 49 | 0 | 0 | 0 | 0 | 0 | 0 | 49 | 0 | 49 | ||||||||||||||||||||||||||||||
Share-based payments | 0 | 63 | 0 | 0 | 0 | 0 | 0 | 63 | 0 | 63 | ||||||||||||||||||||||||||||||
Balance as at | ||||||||||||||||||||||||||||||||||||||||
December 31, 2021 | 25,605 | 85,883 | (7,217 | ) | (1,736 | ) | 15,365 | (8,077 | ) | 5,697 | 115,520 | (2,037 | ) | 113,483 |
F - 5 |
Consolidated Statements of Changes in Equity (cont’d)
Attributable to shareholders of the Company | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
Share capital | Share premium | Retained earnings (accumulated deficit) | Treasury shares | Translation Reserve from foreign operations | Hedging Reserve | Transaction reserve with non-controlling Interests | ||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2020 | 21,998 | 64,160 | 12,818 | (1,736 | ) | 4,356 | (1073 | ) | 6106 | 106,629 | 937 | 107,566 | ||||||||||||||||||||||||||||
Profit (loss) for the year | 0 | 0 | (4,627 | ) | 0 | 0 | 0 | 0 | (4,627 | ) | (1,541 | ) | (6,168 | ) | ||||||||||||||||||||||||||
Other comprehensive loss for the year | 0 | 0 | 0 | 0 | (533 | ) | 1,414 | 0 | 881 | 1402 | 2,283 | |||||||||||||||||||||||||||||
Total comprehensive loss for the year | 0 | 0 | (4,627 | ) | 0 | (533 | ) | 1,414 | 0 | (3,746 | ) | (139 | ) | (3,885 | ) | |||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity: | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | 3,084 | 18,191 | 0 | 0 | 0 | �� | 0 | 0 | 21,275 | 0 | 21,275 | |||||||||||||||||||||||||||||
Options exercise | 20 | 0 | 0 | 0 | 0 | 0 | 0 | 20 | 0 | 20 | ||||||||||||||||||||||||||||||
Share-based payments | 0 | 50 | 0 | 0 | 0 | 0 | 0 | 50 | 0 | 50 | ||||||||||||||||||||||||||||||
December 31, 2020 | 25,102 | 82,401 | 8,191 | (1,736 | ) | 3,823 | 341 | 6,106 | 124,228 | 798 | 125,026 | |||||||||||||||||||||||||||||
Balance as at January 1, 2019 | 19,980 | 58,344 | 758 | (1,736 | ) | 1,396 | (227 | ) | 0 | 78,515 | (1,558 | ) | 76,957 | |||||||||||||||||||||||||||
Profit (loss) for the year | 0 | 0 | 12,060 | 0 | 0 | 0 | 0 | 12,060 | (2,276 | ) | 9,784 | |||||||||||||||||||||||||||||
Other comprehensive loss for the year | 0 | 0 | 0 | 0 | 2,960 | (846 | ) | 0 | 2,114 | (857 | ) | 1,257 | ||||||||||||||||||||||||||||
Total comprehensive loss for the year | 0 | 0 | 12,060 | 0 | 2,960 | (846 | ) | 0 | 14,174 | (3,133 | ) | 11,041 | ||||||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity: | ||||||||||||||||||||||||||||||||||||||||
Sale of shares in subsidiaries to | ||||||||||||||||||||||||||||||||||||||||
non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | 5,439 | 5,439 | 5,374 | 10,813 | ||||||||||||||||||||||||||||||
Purchase of shares in subsidiaries from | ||||||||||||||||||||||||||||||||||||||||
non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | 667 | 667 | 254 | 921 | ||||||||||||||||||||||||||||||
Issuance of ordinary shares | 2,010 | 5,797 | 0 | 0 | 0 | 0 | 0 | 7,807 | 0 | 7,807 | ||||||||||||||||||||||||||||||
Options exercise | 8 | 11 | 0 | 0 | 0 | 0 | 0 | 19 | 0 | 19 | ||||||||||||||||||||||||||||||
Share-based payments | 0 | 8 | 0 | 0 | 0 | 0 | 0 | 8 | 0 | 8 | ||||||||||||||||||||||||||||||
Balance as at | ||||||||||||||||||||||||||||||||||||||||
December 31, 2019 | 21,998 | 64,160 | 12,818 | (1,736 | ) | 4,356 | (1,073 | ) | 6,106 | 106,629 | 937 | 107,566 |
F - 6 |
Consolidated Statements of Changes in Equity (cont’d)
Attributable to shareholders of the Company | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
Share capital | Share premium | Retained earnings (accumulated deficit) | Treasury shares | Translation Reserve from Foreign Operations | Hedging Reserve | Transaction reserve with non-controlling Interests | ||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
US$ in thousands | ||||||||||||||||||||||||||||||||||||||||
Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227) | ||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2021 | 28,411 | 93,261 | 9,271 | (1,965 | ) | 4,327 | 387 | 6,911 | 140,603 | 905 | 141,508 | |||||||||||||||||||||||||||||
Profit (loss) for the year | 0 | 0 | (17,439 | ) | 0 | 0 | 0 | 0 | (17,439 | ) | (5,498 | ) | (22,937 | ) | ||||||||||||||||||||||||||
Other comprehensive loss for the year | 0 | 0 | 0 | 0 | 13,063 | (9,528 | ) | 0 | 3,535 | (8,626 | ) | (5,091 | ) | |||||||||||||||||||||||||||
Total comprehensive loss for the year | 0 | 0 | (17,439 | ) | 0 | 13,063 | (9,528 | ) | 0 | (13,904 | ) | (14,124 | ) | (28,028 | ) | |||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity: | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 9,826 | 9,826 | ||||||||||||||||||||||||||||||
Acquisition of shares in subsidiaries from non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | (463 | ) | (463 | ) | 1,088 | 625 | ||||||||||||||||||||||||||||
Warrants exercise | 514 | 3,870 | 0 | 0 | 0 | 0 | 0 | 4,384 | 0 | 4,384 | ||||||||||||||||||||||||||||||
Options exercise | 55 | 0 | 0 | 0 | 0 | 0 | 0 | 55 | 0 | 55 | ||||||||||||||||||||||||||||||
Share-based payments | 0 | 71 | 0 | 0 | 0 | 0 | 0 | 71 | 0 | 71 | ||||||||||||||||||||||||||||||
Balance as at | ||||||||||||||||||||||||||||||||||||||||
December 31, 2021 | 28,980 | 97,202 | (8,168 | ) | (1,965 | ) | 17,390 | (9,141 | ) | 6,448 | 130,746 | (2,305 | ) | 128,441 |
F - 7 |
For the year ended December 31 | ||||||||||||||||
2021 | 2020 | 2019 | 2021 | |||||||||||||
€ in thousands | Convenience Translation into US$in thousands (Note 3B) | |||||||||||||||
Cash flows from operating activities | ||||||||||||||||
Profit (loss) for the year | (20,264 | ) | (6,168 | ) | 9,784 | (22,937 | ) | |||||||||
Adjustments for: | ||||||||||||||||
Financing expenses, net | 26,884 | 3,634 | 8,153 | 30,428 | ||||||||||||
Capital gain | 0 | 0 | (18,770 | ) | 0 | |||||||||||
Profit from settlement of derivatives contract | (407 | ) | 0 | 0 | (461 | ) | ||||||||||
Depreciation and amortization | 15,076 | 2,975 | 6,416 | 17,063 | ||||||||||||
Share-based payment transactions | 63 | 50 | 8 | 71 | ||||||||||||
Share of profits of equity accounted investees | (117 | ) | (1,525 | ) | (3,086 | ) | (132 | ) | ||||||||
Payment of interest on loan from an equity accounted investee | 859 | 582 | 370 | 972 | ||||||||||||
Change in trade receivables and other receivables | (1,883 | ) | (3,868 | ) | 403 | (2,131 | ) | |||||||||
Change in other assets | (545 | ) | 179 | (1,950 | ) | (617 | ) | |||||||||
Change in receivables from concessions project | 1,580 | 1,426 | 1,329 | 1,788 | ||||||||||||
Change in accrued severance pay, net | 0 | 0 | 9 | 0 | ||||||||||||
Change in trade payables | 154 | 190 | 461 | 174 | ||||||||||||
Change in other payables | 2,380 | (1,226 | ) | 5,336 | 2,694 | |||||||||||
Tax benefit | (2,489 | ) | (125 | ) | (287 | ) | (2,817 | ) | ||||||||
Income taxes paid | (94 | ) | (119 | ) | (100 | ) | (106 | ) | ||||||||
Interest received | 1,844 | 2,075 | 1,719 | 2,087 | ||||||||||||
Interest paid | (7,801 | ) | (3,906 | ) | (6,083 | ) | (8,829 | ) | ||||||||
35,504 | 342 | (6,072 | ) | 40,184 | ||||||||||||
Net cash provided by (used in) operating activities | 15,240 | (5,826 | ) | 3,712 | 17,247 |
F - 8 |
Consolidated Statements of Cash Flows (cont’d)
For the year ended December 31, | ||||||||||||||||
2021 | 2020 | 2019 | 2021 | |||||||||||||
€ in thousands | Convenience Translation into US$in thousands (Note 3B) | |||||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Acquisition of fixed assets | (82,810 | ) | (128,420 | ) | (74,587 | ) | (93,724 | ) | ||||||||
Acquisition of subsidiary, net of cash acquired | 0 | (7,464 | ) | (1,000 | ) | 0 | ||||||||||
Repayment of loan to an equity accounted investee | 1,400 | 1,978 | 0 | 1,585 | ||||||||||||
Loan to an equity accounted investee | (335 | ) | (181 | ) | 0 | (379 | ) | |||||||||
Proceeds from sale of investments | 0 | 0 | 34,586 | 0 | ||||||||||||
Advances on account of investments | 0 | (1,554 | ) | 0 | 0 | |||||||||||
Proceeds from marketable securities | 0 | 1,800 | 0 | 0 | ||||||||||||
Acquisition of marketable securities | 0 | (1,481 | ) | 0 | 0 | |||||||||||
Proceeds from (investment in) settlement of derivatives, net | (976 | ) | 0 | 532 | (1,105 | ) | ||||||||||
Proceed from (investment in) restricted cash, net | (5,990 | ) | 23,092 | (26,003 | ) | (6,779 | ) | |||||||||
Investment in short term deposit | (18,599 | ) | (1,323 | ) | (6,302 | ) | (21,050 | ) | ||||||||
Investment in marketable Securities | (112 | ) | 0 | 0 | (127 | ) | ||||||||||
Repayment of loan to others | 0 | 0 | 3,912 | 0 | ||||||||||||
Compensation as per agreement with Erez Electricity Ltd. | 0 | 1,418 | 0 | 0 | ||||||||||||
Net cash used in investing activities | (107,422 | ) | (112,135 | ) | (68,862 | ) | (121,579 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||||||
Issuance of warrants | 3,746 | 2,544 | 0 | 4,240 | ||||||||||||
Repayment of long-term loans | (18,905 | ) | (3,959 | ) | (5,844 | ) | (21,397 | ) | ||||||||
Repayment of Debentures | (30,730 | ) | (26,923 | ) | (9,836 | ) | (34,780 | ) | ||||||||
Cost associated with long term loans | (2,796 | ) | (734 | ) | (12,218 | ) | (3,165 | ) | ||||||||
Proceeds from options | 49 | 20 | 19 | 55 | ||||||||||||
Sale of shares in subsidiaries to non-controlling interests | 1,400 | 0 | 13,936 | 1,585 | ||||||||||||
Acquisition of shares in subsidiaries from non-controlling interests | 0 | 0 | (2,961 | ) | 0 | |||||||||||
Issuance of ordinary shares | 0 | 21,275 | 7,807 | 0 | ||||||||||||
Payment of principal of lease liabilities | (4,803 | ) | 0 | 0 | (5,436 | ) | ||||||||||
Proceeds from long term loans, net | 32,947 | 111,357 | 59,298 | 37,289 | ||||||||||||
Proceeds from issue of convertible debentures | 15,571 | - | - | 17,623 | ||||||||||||
Proceeds from issuance of Debentures, net | 57,717 | 38,057 | 22,317 | 65,324 | ||||||||||||
Net cash provided by financing activities | 54,196 | 141,637 | 72,518 | 61,338 | ||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | 12,370 | (1,340 | ) | 259 | 14,002 | |||||||||||
Increase (decrease) in cash and cash equivalents | (25,616 | ) | 22,336 | 7,627 | (28,992 | ) | ||||||||||
Cash and cash equivalents at the beginning of year | 66,845 | 44,509 | 36,882 | 75,655 | ||||||||||||
Cash and cash equivalents at the end of the year | 41,229 | 66,845 | 44,509 | 46,663 |
F - 9 |
A. | Ellomay Capital Ltd. (hereinafter - the “Company”), is an Israeli Company operating in the business of renewable energy and a power generator and developer of renewable energy and power projects in Europe and Israel. As of December 31, 2021, the Company owns six photovoltaic plants (each, a “PV Plant” and, together, the “PV Plants”) connected to their respective national grids and operating as follows: (i) four photovoltaic plants in Spain with an aggregate installed capacity of approximately 7.9 MW, (ii) 51% of Talasol, which owns a photovoltaic plant with installed capacity of 300MW in the municipality of Talaván, Cáceres, Spain (hereinafter – the “Talasol Project") and (iii) one photovoltaic plant in Israel with an aggregate installed capacity of approximately 9 MW. In addition, the Company indirectly owns: (i) 9.375% of Dorad Energy Ltd. (hereinafter - “Dorad”), (ii) Ellomay Solar S.L.U, that is constructing a photovoltaic plant with installed capacity of 28 MW in the municipality of Talaván, Cáceres, Spain (hereinafter – the “Ellomay Solar Project”), (iii) Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively, and (iv) 83.333% of Ellomay Pumped Storage (2014) Ltd., which is constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (hereinafter – the “Manara PSP”). |
B. | Definitions: |
C. | Effects of the spreading of the coronavirus: |
F - 10 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 1 – General (cont’d)
C. | Effects of the spreading of the coronavirus (cont’d): |
D. | Material events in the reporting period |
In December 2021, Talasol Project entered into a New Facilities Agreement with European institutional lenders (the “Talasol New Facilities Agreement”). The Talasol New Facilities Agreement provides for the provision of a term loan facility in two tranches: (i) a term loan in the amount of €155 million for 22.5 years, and (ii) a term loan in the amount of €20 million for 21 years (together, the “New Financing”). The aggregate New Financing amount (€175 million), will be used by Talasol to repay the current outstanding project finance debt of Talasol in the amount of €121 million (the “Current Financing”). The New Financing bears a fixed annual interest rate at a weighted average of approximately 3%, compared to a variable interest rate that was fixed at an average of approximately 3% by an interest rate swap contract in the Current Financing. Out of the New Financing amount, €6.9 million will be deposited in Talasol’s account as a debt service fund and €10 million will be deposited in Talasol’s bank account as security for a letter of credit to the PPA provider (the “PPA Security Fund”). The PPA Security Fund will be reduced by €1 million every year, up to a minimum amount of €3.5 million, which will be released at the expiration of the PPA
A. | Basis of preparation of the financial statements |
1. | The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. |
2. | Consistent accounting policies |
3. | Basis of measurement - The consolidated financial statements have been prepared on the historical cost basis, except for the following:
|
(i) | Investment in investee accounted for using the equity method; |
(ii) | Marketable securities; |
(iii) | Deferred tax assets and liabilities; |
(iv) | Financial instruments measured at fair value through other comprehensive income; |
(v) | Derivative financial instruments and other receivables measured at fair value through profit or loss; and |
(vi) | Provisions. |
F - 11 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 2 –Basis of Preparation (cont’d)
A. | Basis of preparation of the financial statements (cont’d) |
B. | Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements |
Fair value measurement of non-trading derivatives:
F - 12 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 2 –Basis of Preparation (cont’d)
B. | Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements (cont’d)
|
Determination of fair value (cont’d): |
• | Note 15, on share-based payments; and |
• | Note 21, on financial instruments; |
• | 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). |
C. | Initial application of new standards, amendments to standards and interpretations |
- | When certain modifications are made in the terms of financial assets or financial liabilities as a result of the reform, the entity shall update the effective interest rate of the financial instrument instead of recognizing a gain or loss. |
- | Certain modifications in lease terms that are a result of the reform shall be accounted for as an update to lease payments that depend on an index or rate. |
- | Certain modifications in terms of the hedging instrument or hedged item that are a result of the reform shall not lead to the discontinuance of hedge accounting. |
D. | Change in classification |
Comparative amounts were reclassified for consistency, which resulted in €2,451 thousand, €1,378 thousand and €490 thousand being reclassified as of December 31, 2020 from other payables to other long-term liabilities, current maturities of derivatives and current maturities of lease liabilities, respectively.
F - 13 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Basis of consolidation and equity method accounting |
1. | Subsidiaries |
2. | Transactions eliminated upon consolidation |
3. | Investment in associates and joint ventures (equity accounted investees) |
F - 14 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Basis of consolidation and equity method accounting (cont’d) |
4. | Business combinations |
5. | Non-controlling interests |
F - 15 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Basis of consolidation and equity method accounting (cont’d) |
5. | Non-controlling interests (cont’d) |
B. | Functional and presentation currency |
F - 16 |
Notes to the Consolidated Financial Statements as at December 31, 2021
B. | Functional and presentation currency (cont’d) |
- | A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; |
- | Qualifying cash flow hedges to the extent the hedge is effective. |
C. | Financial instruments |
(1) | Non-derivative Financial assets |
F - 17 |
Notes to the Consolidated Financial Statements as at December 31, 2021
C. | Financial instruments (cont’d) |
(1) | Non-derivative Financial assets (cont’d) |
- | It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and |
- | The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. |
- | It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
- | The contractual terms of the debt instrument give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. |
F - 18 |
Notes to the Consolidated Financial Statements as at December 31, 2021
C. | Financial instruments (cont’d) |
(1) | Non-derivative Financial assets (cont’d) |
- | Contingent events that would change the timing or amount of the cash flows; |
- | Terms that may change the stated interest rate, including variable interest; |
- | Extension or prepayment features; and |
- | Terms that limit the Company’s claim to cash flows from specified assets (for example a non-recourse financial asset). |
F - 19 |
Notes to the Consolidated Financial Statements as at December 31, 2021
C. | Financial instruments (cont’d) |
(2) | Non-derivative financial liabilities |
F - 20 |
Notes to the Consolidated Financial Statements as at December 31, 2021
C. | Financial instruments (cont’d) |
(2) | Non-derivative financial liabilities (cont’d) |
(3) | Derivative financial instruments, including hedge accounting |
F - 21 |
Notes to the Consolidated Financial Statements as at December 31, 2021
C. | Financial instruments (cont’d) |
(3) | Derivative financial instruments, including hedge accounting (cont’d) |
The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, as to whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent.
F - 22 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 |
F - 23 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 |
F - 24 |
Notes to the Consolidated Financial Statements as at December 31, 2021
E. | Capitalization of borrowing costs |
F. | Impairment |
F - 25 |
Notes to the Consolidated Financial Statements as at December 31, 2021
F. | Impairment (cont’d) |
G. | Share-based payment transactions |
H. | Employee benefits |
1. | Short-term employee benefits: |
2. | Post-employment benefits: |
F - 26 |
Notes to the Consolidated Financial Statements as at December 31, 2021
H. | Employee benefits (cont’d) |
I. | Provisions |
J. | Leases |
(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 - 27 |
Notes to the Consolidated Financial Statements as at December 31, 2021
J. | Leases (cont’d) |
● Lands | 20-40 years |
● Machinery equipment | 1-4 years |
F - 28 |
Notes to the Consolidated Financial Statements as at December 31, 2021
K. | Revenue recognition |
(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 services that will be transferred; |
(c) | The Company can identify the payment terms for the services that will be transferred; |
(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); and |
(e) | It is probable that the consideration, to which the Company is entitled to in exchange for the services transferred to the customer, will be collected. |
F - 29 |
Notes to the Consolidated Financial Statements as at December 31, 2021
K. | Revenue recognition (cont’d) |
F - 30 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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. |
F - 31 |
Notes to the Consolidated Financial Statements as at December 31, 2021
M. | Earnings (loss) per share |
N. | Financing income and expenses |
O. | Service concession arrangements |
F - 32 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 (“the Amendment”) |
The Amendment replaces certain requirements for classifying liabilities as current or non-current. Thus for example, according to the Amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period, and it “has substance” and is in existence at the end of the reporting period, this instead of the requirement that there be an “unconditional” right. According to the Amendment, a right is in existence at the reporting date only if the entity complies with conditions for deferring settlement at that date. Furthermore, the Amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option is recognized as equity. The Amendment is effective for reporting periods beginning on or after January 1, 2023 with earlier application being permitted. The Amendment is applicable retrospectively, including an amendment to comparative data.
The Company is examining the effects of the Amendment on the financial statements with no plans for early adoption.
(2) | Amendment to IAS 37, Provisions, Contingent Liabilities and Contingent Assets (“the Amendment”) |
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 Company is examining the effects of the Amendment on the financial statements and estimates no effects on the financial statements.
(3) | 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 according to the relevant standards and the cost of the sold items will be measured according to the measurement requirements of IAS 2, Inventories. The Amendment is effective for annual periods beginning on or after January 1, 2022. Early application is permitted. The Amendment shall be applied on a retrospective basis, 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 will adjust the opening balance of retained earnings for the earliest reporting period presented.
The Company is examining the effects of the Amendment on the financial statements with no plans for early adoption.
F - 33 |
Notes to the Consolidated Financial Statements as at December 31, 2021
P. | New standards, amendments to standards and interpretations not yet adopted (cont'd) |
(4) | Amendment to IFRS 3, Business Combinations (“the Amendment”) |
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 Company is examining the effects of the Amendment on the financial statements with no plans for early adoption
(5) | Amendment to IAS 12, Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (“the Amendment”) |
The Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences.
The Company is examining the effects of the Amendment on the financial statements with no plans for early adoption.
F - 34 |
Notes to the Consolidated Financial Statements as at December 31, 2021
December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Cash | 31,771 | 37,887 | ||||||
On call deposits | 9,458 | 28,958 | ||||||
Cash and cash equivalents | 41,229 | 66,845 | ||||||
Cash and cash equivalents in the statement of cash flows | 41,229 | 66,845 |
December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Marketable securities (1) | 1,946 | 1,761 | ||||||
Short-term deposits | 28,410 | 8,113 | ||||||
Short-term restricted cash | 1,000 | 0 | ||||||
Restricted cash, long-term bank deposits(2) | 15,630 | 9,931 |
(1) | During 2021, the Company invested in a traded Corporate Bond with a coupon rate of 3.255%. |
(2) | Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the pumped-storage project in the Manara Cliff in Israel and to secure obligations under loan agreements (see Note 11). |
F - 35 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Equity accounted investees |
U. Dori Energy Infrastructures Ltd. (“Dori Energy”) –
F - 36 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 - 37 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 - 38 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 - 39 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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, 2021
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 by Zorlu (cont’d) |
F - 41 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Investment in shares | 26,371 | 24,047 | ||||||
Long-term loans | 8,495 | 8,745 | ||||||
Deferred interest | (837 | ) | (558 | ) | ||||
34,029 | 32,234 |
2021 | 2020 | |||||||
Changes in equity and loans: | € in thousands | |||||||
Balance as at January 1 | 32,234 | 33,561 | ||||||
Long term loans extended | 335 | 181 | ||||||
Repayment of long term loans | (2,259 | ) | (2,560 | ) | ||||
Interest and reevaluation in connection with long term loans | 799 | 758 | ||||||
Deferred interest | 57 | 56 | ||||||
Elimination of interest on loan from related party | (878 | ) | (676 | ) | ||||
The Company’s share of income | 117 | 1,525 | ||||||
Foreign currency translation adjustments | 3,624 | (611 | ) | |||||
Balance as at December 31 | 34,029 | 32,234 |
F - 42 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont'd)
A. | Equity accounted investees (cont'd) |
(a) | Summary information on financial position |
Rate of ownership | Current Assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | Equity attributable to the owners of the Company | Company’s share | Surplus Costs and goodwill | Other Adjustments | Carrying Amount of investment | |||||||||||||||||||||||||||||||||||||
% | € in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy | 50 | 239 | 64,181 | 64,420 | (125 | ) | (15,871 | ) | (15,996 | ) | 48,424 | 24,212 | 2,569 | (410 | ) | 26,371 | ||||||||||||||||||||||||||||||||
2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy | 50 | 276 | 60,257 | 60,533 | (256 | ) | (16,885 | ) | (17,141 | ) | 43,392 | 21,696 | 2,800 | (449 | ) | 24,047 |
(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 | |||||||||||||||||||||||
2021 | ||||||||||||||||||||||||
Dori Energy | 50 | (602 | ) | (301 | ) | 878 | (459 | ) | 118 | |||||||||||||||
2020 | ||||||||||||||||||||||||
Dori Energy | 50 | 2,619 | 1,310 | 676 | (461 | ) | 1,525 |
F - 43 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont'd)
B. | Pumped Storage Projects |
F - 44 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
B. | Pumped Storage Projects (cont’d) |
F - 45 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
B. | Pumped Storage Projects (cont’d) |
F - 46 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
B. | Pumped Storage Projects (cont’d) |
C. | Development of PV Projects in Italy |
F - 47 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont'd)
C. | Development of PV Projects in Italy (cont’d)
Second Framework Agreement (cont’d) |
December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
On account of the Manara PSP | (* | ) | 869 | |||||
On account of Development of PV Projects in Italy | 1,554 | 1,554 | ||||||
1,554 | 2,423 |
D. | Subsidiaries - |
1. | Biogas Projects in the Netherlands |
F - 48 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) | |
1. | Biogas Projects in the Netherlands (cont'd) |
€ thousands | ||||
Trade and other receivables | 1,243 | |||
Deferred tax | 488 | |||
Right of use asset | 355 | |||
Fixed assets, net | 13,961 | |||
Trade and other payables | (1,717 | ) | ||
Lease liability | (355 | ) | ||
Loans and borrowings | (6,511 | ) | ||
Net identifiable assets | 7,464 |
F - 49 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) | |
1. | Biogas Projects in the Netherlands (cont'd) |
2. | PV Projects in Spain |
F - 50 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) | |
2. | PV Projects in Spain (cont’d) |
In addition, the remuneration reduction mechanism will not apply to the part of the energy produced by generation facilities which is subject to a fixed price (physical or financial) PPA either: (i) entered before September 16, 2021, or (ii) entered into on or after September 16, 2021 if the PPA term is more than one year.
F - 51 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) | |
2. | PV Projects in Spain (cont’d)
The Talasol Project (cont'd) - |
F - 52 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) | |
2. | PV Projects in Spain (cont’d)
The Talasol Project (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 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) an expected special dividend to Talasol’s shareholders in an amount of approximately €30 million.
3. | Sale of Italian indirect wholly-owned subsidiaries |
F - 53 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) | |
3. | Sale of Italian indirect wholly-owned subsidiaries (cont’d) |
December 31 2019 | ||||
€ in thousands | ||||
Cash and cash equivalents | 4,106 | |||
Trade and other receivables | 4,569 | |||
Deferred tax and advance tax payment and tax provision | 2,864 | |||
Fixed assets | 41,431 | |||
Restricted cash | 156 | |||
Right of use asset | 1,356 | |||
Trade and other payables | (2,458 | ) | ||
Loans and borrowings | (30,725 | ) | ||
Lease liability | (1,377 | ) | ||
Total net identifiable assets | 19,922 | |||
Capital gain | 18,770 | |||
38,692 | ||||
Cash and cash equivalents | (4,106 | ) | ||
Proceeds from sale of investments | 34,586 |
1. | Indemnification in the amount of up to €250 thousand in connection with potential tax liabilities (until December 31, 2023). |
2. | Indemnification in the amount of up to €500 thousand in connection with potential incentive reduction under limited circumstances in one of the Italian subsidiaries sold (until December 31, 2023). |
3. | Indemnification in the amount of up to €2.1 million in connection with the announcement received from GSE, Italy’s energy regulation agency, by one of the Italian Subsidiaries, claiming alleged non-compliance of the installed modules with the required certifications under the applicable regulation and raising the need to examine incentive eligibility implications (the “GSE Claim”). The Company recorded this potential payment as other expenses. In 2020, with the cooperation of the acquirer of the Italian subsidiaries, an appeal was submitted to GSE. Following the positive outcomes of such appeal, the provision for the potential indemnification was cancelled. |
F - 54 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 6 - Investee Companies and other investments (cont’d)
D. | Subsidiaries - (cont’d) |
4. | Israeli Service Concession project |
Asset from concession project | ||||
€ in thousands | ||||
Balance as at December 31, 2021 | 28,693 | |||
Less current maturities | 1,784 | |||
Asset from concession project | 26,909 |
F - 55 |
Notes to the Consolidated Financial Statements as at December 31, 2021
December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Current Assets - Trade and Other receivables: | ||||||||
Government authorities | 1,602 | 3,232 | ||||||
Income receivable | 3,794 | 3,420 | ||||||
Interest receivable | 3 | 36 | ||||||
Current tax | 76 | 32 | ||||||
Trade receivable | 598 | 382 | ||||||
Inventory | 640 | 306 | ||||||
Derivatives (see Note 21) | 639 | 78 | ||||||
Prepaid expenses and other | 2,135 | 2,339 | ||||||
9,487 | 9,825 | |||||||
Non-current Assets - Long term receivables: | ||||||||
Prepaid expenses associated with long term loans | 4,787 | 2,731 | ||||||
Annual rent deposits | 33 | 30 | ||||||
Loans to others | 568 | 0 | ||||||
Other | 0 | 1 | ||||||
5,388 | 2,762 |
F - 56 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Photovoltaic Plants | Pumped storage | Biogas installations | Office furniture and equipment | Leasehold Improvements | Total | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance as at January 1, 2020 | 102,784 | 0 | 19,588 | 147 | 52 | 122,571 | ||||||||||||||||||
Additions | 120,842 | 16,607 | 558 | 38 | 0 | 138,045 | ||||||||||||||||||
New companies | 0 | 0 | *13,961 | 0 | 0 | 13,961 | ||||||||||||||||||
Disposals | 0 | 0 | 0 | 0 | (52 | ) | (52 | ) | ||||||||||||||||
Effect of changes in exchange rates | 0 | 0 | 0 | (5 | ) | 0 | (5 | ) | ||||||||||||||||
Balance as at December 31, 2020 | 223,626 | 16,607 | 34,107 | 180 | 0 | 274,520 | ||||||||||||||||||
Balance as at January 1, 2021 | 223,626 | 16,607 | 34,107 | 180 | 0 | 274,520 | ||||||||||||||||||
Additions | 26,529 | 62,285 | 1,085 | 8 | 0 | 89,907 | ||||||||||||||||||
Effect of changes in exchange rates | 0 | 0 | 0 | 2 | 0 | 2 | ||||||||||||||||||
Balance as at December 31, 2021 | 250,155 | 78,892 | 35,192 | 190 | 0 | 364,429 | ||||||||||||||||||
Depreciation | ||||||||||||||||||||||||
Balance as at January 1, 2020 | 5,456 | 0 | 2,545 | 129 | 52 | 8,182 | ||||||||||||||||||
Depreciation for the year | 830 | 0 | 1,457 | 12 | 0 | 2,299 | ||||||||||||||||||
Disposals | 0 | 0 | 0 | 0 | (52 | ) | (52 | ) | ||||||||||||||||
Effect of changes in exchange rates | 0 | 0 | 0 | (4 | ) | 0 | (4 | ) | ||||||||||||||||
Balance as at December 31, 2020 | 6,286 | 0 | 4,002 | 137 | 0 | 10,425 | ||||||||||||||||||
Balance as at January 1, 2021 | 6,286 | 0 | 4,002 | 137 | 0 | 10,425 | ||||||||||||||||||
Depreciation for the year | 10,971 | 0 | 2,950 | 16 | 0 | 13,937 | ||||||||||||||||||
Effect of changes in exchange rates | 0 | 0 | 0 | 2 | 0 | 2 | ||||||||||||||||||
Balance as at December 31, 2021 | 17,257 | 0 | 6,952 | 155 | 0 | 24,364 | ||||||||||||||||||
Carrying amounts | ||||||||||||||||||||||||
As at January 1, 2020 | 97,328 | 0 | 17,043 | 18 | 0 | 114,389 | ||||||||||||||||||
As at December 31, 2020 | 217,340 | 16,607 | 30,105 | 43 | 0 | 264,095 | ||||||||||||||||||
As at December 31, 2021 | 232,898 | 78,892 | 28,240 | 35 | 0 | 340,065 |
F - 57 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 8 - Fixed assets (cont’d)
PV Plant Title | Nominal Capacity | Connection to Grid | Cost included in the Book value as at December 31, 2021 | |||||
€ in thousands | ||||||||
“Ellomay Spain – Rinconada II” | 2,275 kWp | June 2010 | 5,509 | |||||
“Rodríguez I” | 1,675 kWp | November 2011 | 3,662 | |||||
“Rodríguez II” | 2,691 kWp | November 2011 | 6,631 | |||||
“Fuente Librilla” | 1,248 kWp | June 2011 | 3,212 | |||||
"Talasol" | 300 MWP | January 2021 | 219,048 | |||||
“Ellomay Solar” | 28 MWP | under construction | 12,093 |
F - 58 |
Notes to the Consolidated Financial Statements as at December 31, 2021
December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Employees and payroll accruals | 336 | 278 | ||||||
Government authorities | 1,337 | 213 | ||||||
Forward contracts closed (1) | 527 | 666 | ||||||
Deferred revenues | 2,753 | 0 | ||||||
Accrued expenses connected to Manara PSP | 9,782 | 310 | ||||||
Accrued expenses | 5,142 | 2,066 | ||||||
Current tax | 929 | 60 | ||||||
20,806 | 3,593 |
(1) | The Company closed euro/USD forward contracts with an accumulated loss of approximately €527 thousand (approximately $596.5 thousand) that are expected to be paid in 2022.
|
Linkage | Interest rate | December 31 | December 31 | ||||||||||
terms | 2020 and 2021 | 2021 | 2020 | ||||||||||
% | € in thousands | ||||||||||||
Current maturities of long term bank loans (refer to Note 11) | EURIBOR | 2-3.55 | 128,204 | 8,470 | |||||||||
Consumer price index in Israel | 4.65 | 2,024 | 1,762 | ||||||||||
126,180 | 10,232 |
Linkage | Interest rate | December 31 | December 31 | ||||||||||
terms | 2020 and 2021 | 2021 | 2020 | ||||||||||
% | € in thousands | ||||||||||||
Current maturities of other long term loans | EURIBOR | 5.27 | 16,401 | 4,021 | |||||||||
16,401 | 4,021 |
F - 59 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details |
Linkage | Interest rate | December 31 | December 31 | ||||||||||
terms | 2020 and 2021 | 2021 | 2020 | ||||||||||
% | € in thousands | ||||||||||||
Bank loans | EURIBOR | 2-3.55 | 147,446 | 127,470 | |||||||||
Consumer price index in Israel | 4.65 | 17,827 | 17,282 | ||||||||||
165,273 | 144,752 |
Linkage | Interest rate | December 31 | December 31 | ||||||||||
terms | 2020 and 2021 | 2021 | 2020 | ||||||||||
% | € in thousands | ||||||||||||
Other long term loans | EURIBOR | 5.27 | 45,949 | 47,563 | |||||||||
3-7% | 7,673 | 5,854 | |||||||||||
53,622 | 53,417 |
1. | The Company’s 83.333% owned Israeli subsidiary promoting the Manara PSP, entered into a loan agreement with the owner of the remaining 16.667% of its outstanding shares (Ampa). The unpaid balance (principal and interest) of the loan will bear interest at an annual rate in accordance with the interest rate for the purpose of Section 3(j) of the Israeli Income Tax Ordinance in accordance with the provisions of Regulation 2(a) of the Income Tax Regulations (Determination of Interest Rate for the Purpose of Section 3(j)), 1986. At the beginning of 2021, Ellomay PS entered into a new agreement according to which Ampa’s debt will be split into 2 separate loans, an interest-bearing loan at a rate of 7% linked to the consumer price index (senior international debt), and a Mezzanine loan (an internationally inferior debt) bearing an interest rate of 5%. The maturity date of this loan is December 31, 2027 and forward. As of December 31, 2021, the amount of the loan is €6,898 thousand. |
2. | 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. The Manara PSP Project Finance is in the aggregate amount of NIS 1.22 billion (approximately €350 million based on the euro/NIS exchange rate as of December 31, 2021) including reevaluation according to actual indexes for the period since financial close and until October 2021. This aggregate amount represents the real (non-indexed) value of the project finance long term facilities. 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. |
F - 60 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details (cont’d) |
F - 61 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details (cont’d) |
3. | On May 16, 2012, Talmei Yosef entered into a loan agreement with Israeli consortium led by Israel Discount Bank (the “Israeli Consortium”) in connection with the financing of its PV Plant, pursuant to which Talmei Yosef received financing amounting to NIS 80,000 thousand. The loan is linked to the consumer price index and bears an annual interest of 4.65%. The interest on the loan and the principal are repaid semi-annually. The final maturity date of this loan is December 31, 2031. |
F - 62 |
Notes to the Consolidated Financial Statements as at December 31, 2021
B. | Loans details (cont’d) |
1. | Groen Goor and Ellomay Luxembourg entered into a senior project finance agreement in 2017 (the “Goor Loan Agreement”), with Coöperatieve Rabobank U.A. (“Rabobank”), that includes the following tranches: (i) two loans with principal amounts of €3,510 thousand (with a fixed interest rate of 3% for the first five years) and €2,090 thousand, (with a fixed interest rate of 2.5% for the first five years), for a period of 12.25 years, repayable in equal monthly installments commencing three months following the connection of the Goor Project’s facility to the grid and (ii) an on-call credit facility of €370 thousand with variable interest. The amount of €5,600 thousand was withdrawn in 2017 on account of these loans. In connection with the Goor Loan Agreement, the following securities were provided to Rabobank: (i) pledge on the present and future rights arising from the feedstock purchase agreement, the EPC agreement, the O&M agreement, the SDE subsidy, the various power and green gas purchase agreements, and the green gas certification supply agreement, (ii) pledge on all present and future (a) receivables arising from business and trade, and (b) stock and inventory including machinery and transport vehicles of Groen Goor and IPP; (iii) all rights/claims of Groen Goor and IPP against third parties existing at the time of the execution of the Loan Agreement, including rights from insurance agreements. |
2. | Groen Gas Oude-Tonge and Ellomay Luxembourg entered into a senior project finance agreement (the “Oude Tonge Loan Agreement”), with Rabobank, that includes the following tranches: (i) three loans with principal amounts of €3,150 thousand (with a fixed interest rate of 3.1% for the first five years), €1,540 thousand (with a fixed interest rate of 2.9% for the first five years) and €160 thousand, (with a fixed interest rate of 3.4% for the first five years), for a period of 12.25 years, repayable in equal monthly installments commencing three months following the connection of the Oude Tonge Project’s facility to the grid and (ii) an on-call credit facility of €100 thousand with variable interest. The amount of €4,850 thousand was withdrawn in 2017 and 2018 on account of these loans. |
F - 63 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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% for the first five years), (c) €400 thousand (with a fixed interest rate of 3.55% for the first five years) and (d) €2,847 thousand, (with a fixed interest rate of 4.5% for the first five years), for a period of 12 years (144 monthly payments), repayable in equal monthly installments and (ii) an on-call credit facility of €750 thousand with variable interest. An aggregate amount of €6,900 thousand was withdrawn in 2015, 2016 and 2018 on account of these loans. On November 30, 2020 GG Gelderland replaced the loan set forth in (i)(a) above which as of that date had an outstanding principal amount of €1,890 thousand, with a another loan from Rabobank with a fixed interest rate of 3.1% per year, repayable in 56 payments monthly, with a repayment of principal in one payments on August 2025. On the same date, the interest for the other loans bearing a fixed interest rate of 4.5% per year for 5 years was reduced to 3.5% per year for the next 5 years, commencing December 2020. |
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 following the corona period. The loan is with a principal amounts of €750 thousand with a fixed interest rate of 3 % per year for 3 years. The interest and the principle will be fully repaid in one single amount after 3 years. According to the agreement with Oost, the loan term may be prolonged up to 5 years. |
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 - 64 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details (cont’d) |
1. | On April 30, 2019, the Talasol Project reached financial closing in the aggregate amount of approximately €158.5 million (“the Project Finance”). The Project Finance consists of several facilities from Deutsche Bank AG and from the European Investment Bank (“EIB”). The Talasol Project Finance includes the following facilities: |
F - 65 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details (cont’d) |
(b) a revolving debt service reserve facility in the amount of €4.45 million, with a term ending on the earlier of: (i) September 30, 2033 or (ii) the date on which the commercial term loan set forth under (a) above has been repaid in full. Loan amounts drawn from this facility will bear an annual interest of 6 month EURIBOR (with a zero floor) plus a margin determined based on the stage of the Talasol Project. The applicable margins are: (i) 2.5% until technical completion, (ii) 2.25% from technical completion until the 5th anniversary of technical completion, (iii) 2.50% from the 5th anniversary of technical completion until the termination date of the PPA, and (iv) 2.75% from the termination date of the PPA until the termination date;
F - 66 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details (cont’d) |
In connection with the Talasol Project Finance, Ellomay Luxembourg, and the parent company of Talasol, and the Company undertook separately to (indirectly) retain at least 50.1% of the shares in Talasol and not to buy any debt of, or hedging claims against, Talasol from the entities providing the financing to the Talasol Project.
(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 - 67 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Loans details (cont’d) |
The Talasol New Financing documents require that security interests be provided in connection with the following: (i) Talasol’s shares (held by the Company’s wholly-owned subsidiary, Ellomay Luxembourg and the other shareholders of Talasol), (ii) pledges over credit rights under certain accounts, (iii) pledges over credit rights under certain Talasol Project’s documents, (iv) pledges over credit rights under the shareholders loans, (v) security assignment of receivables in connection with the PPA, (vi) promissory equipment mortgage and (vii) mortgage on all solar modules and power inverters comprised in the project.
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 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) an expected special dividend to Talasol’s shareholders in an amount of approximately €30 million.
2. | On April 30, 2019, following the financial closing of Talasol Project and sale of 49% holdings of the Talasol Project, Talasol entered into a loan agreement with GSE 3 UK Limited and Fond-ICO Infraestructuras II, FICC (the minority shareholders of Talasol, each of whom owns 24.5% of Talasol). The unpaid balance (principal and interest) of the loan will bear interest of Euribor 6 mount plus 5.27%. The maturity date of this loan is December 31, 2037. As of December 31, 2021, the amount of the loan is €45,949 thousand.
|
December 31 | December 31 | |||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Second year | 7,402 | 12,910 | ||||||
Third year | 7,849 | 13,034 | ||||||
Fourth year | 7,623 | 12,539 | ||||||
Fifth year | 6,524 | 13,264 | ||||||
Sixth year and thereafter | 46,916 | 132,169 | ||||||
Long-term loans | 76,314 | 183,916 | ||||||
Current maturities | 142,581 | 14,253 | ||||||
218,895 | 198,169 |
F - 68 |
Notes to the Consolidated Financial Statements as at December 31, 2021
C. | In order to minimize the interest-rate risk resulting from liabilities to banks and financing institutions linked to the Euribor, the Company executed swap transactions. For more information, see Note 21. |
D. | Movement in liabilities deriving from financing activities |
Liabilities | ||||||||||||||||
Loans and | ||||||||||||||||
Note | borrowings | Debentures | Total | |||||||||||||
€ in thousands | ||||||||||||||||
Balance as at January 1, 2021 | 198,169 | 82,724 | 280,893 | |||||||||||||
Changes from financing cash flows | ||||||||||||||||
Proceeds from issue of debentures | 12 | 0 | 71,398 | 71,398 | ||||||||||||
Repayment of Debentures | 12 | 0 | (30,730 | ) | (30,730 | ) | ||||||||||
Receipt of loans | 11 | 32,947 | 0 | 32,947 | ||||||||||||
Repayment of loans | 11 | (27,587 | ) | 0 | (27,587 | ) | ||||||||||
Accrued interest | 11 | 2,598 | 0 | 2,598 | ||||||||||||
Transaction costs related to borrowings | 9,978 | 567 | 10,545 | |||||||||||||
Total net financing cash flows | 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 |
A. | Composed as follows: |
December 31, 2021 | December 31, 2020 | |||||||||||||||
Face value | Carrying amount | Face value | Carrying amount | |||||||||||||
€ in thousands | € in thousands | |||||||||||||||
Debentures | 139,664 | 137,299 | 83,499 | 82,724 | ||||||||||||
Less current maturities | 20,342 | 19,806 | 10,849 | 10,600 | ||||||||||||
Total long-term debentures | 119,322 | 117,493 | 72,650 | 72,124 |
B. | Debentures – Details |
F - 69 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 12 – Debentures (cont’d)
B. | Debentures – Details (cont’d) |
Series A Debentures (cont’d)
On June 19, 2014, the Company issued additional NIS 80,341 thousand principal amount of Series A Debentures (approximately ��17,115 thousand based on the euro/NIS exchange rate at that time) to Israeli classified investors in a private placement at a price of NIS 1,010 per unit. The gross proceeds of the private placement were approximately NIS 81,144 thousand (approximately €17,286 thousand, at the date of issuance) and the net proceeds of the offering, net of related expenses such as consultancy fee and commissions and interest paid on these additional Series A Debentures in June 2014 were approximately NIS 78,900 thousand (approximately €16,808 thousand).
F - 70 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 12 – Debentures (cont’d)
B. | Debentures – Details (cont’d) |
Series B Debentures (cont’d)
On September 25, 2019, the Company published the Company’s pro forma statement of financial position as at June 30, 2019, which indicated that the ratio of the Company’s equity (which the Company calculate in line with the definition of Balance Sheet Equity in the Series B Deed of Trust) to balance sheet as at June 30, 2019 was 29.2%, triggering a right of the holders of the Company’s Series B Debentures to an increase in the annual interest rate applicable to the Series B Debentures of 0.5% until such time as the Company publish financial results reflecting an increase in such ratio to a minimum of 30%.
F - 71 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 12 – Debentures (cont’d)
B. | Debentures – Details (cont’d) |
Series C Debentures (cont’d)
In October 2021, the Company issued additional Series C Debentures in an aggregate principal amount of NIS 120,000 thousand (approximately €32,100 thousand) to Israeli classified investors in a private placement for an aggregate gross consideration of approximately NIS 121,600 thousand (approximately €32,529 thousand), reflecting a price of NIS 1.0135 per NIS 1 principal amount.
1. | the Company’s balance sheet equity, on a consolidated basis, shall not be less than €50 million for purposes of the immediate repayment provision and shall not be less than €60 for purposes of the update of the annual interest provision; |
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, or, together, the Net Financial Debt, to (b) the Company’s equity (which the Company calculate in line with the definition of Balance Sheet Equity in the Series C Deed of Trust), on a consolidated basis, plus the Net Financial Debt (the “CAP, Net”), to which the Company refer herein as the Ratio of Net Financial Debt to CAP, Net, shall not exceed the rate of 67.5% 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 |
F - 72 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 12 – Debentures (cont’d)
B. | Debentures – Details (cont’d) |
Series C Debentures (cont’d)
3. | The ratio of (a) the Company’s Net Financial Debt, to (b) the Company’s earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s 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 (the “Adjusted EBITDA”), to which the Company refer to herein as the Ratio of Net Financial Debt to 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 provision. |
F - 73 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 12 – Debentures (cont’d)
B. | Debentures – Details (cont’d) |
Series D Convertible Debentures (cont'd)
The Series D Deed of Trust includes customary provisions, including (i) a negative pledge such that the Company may not place a floating charge on all of the Company assets, subject to certain exceptions and (ii) an obligation to pay additional interest for failure to maintain certain financial covenants, with an increase of 0.25% in the annual interest rate for the period in which the Company do not meet each standard and up to an increase of 0.75% in the annual interest rate.
1. | The Company Adjusted Balance Sheet Equity (as such term is defined in the Series D Deed of Trust), 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; |
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 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) The Company Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series D Net Financial Debt, or its CAP, Net, to which the Company refer herein as the Series D Ratio of Net Financial Debt to 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 updated of the annual interest provision; and |
3. | The ratio of (a) the Company 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”), to which the Company refer to herein as the Ratio of Net Financial Debt to Series D Adjusted EBITDA, 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 - 74 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 12 – Debentures (cont’d)
B. | Debentures – Details (cont’d) |
Series D Convertible Debentures (cont’d)
As of December 31, 2021, the financial covenants were met.
C. | The aggregate annual maturities are as follows: |
December 31 | December 31 | |||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Second year | 19,824 | 13,716 | ||||||
Third year | 40,195 | 15,322 | ||||||
Fourth year | 40,263 | 24,629 | ||||||
Fifth year | 17,211 | 18,457 | ||||||
Long-term Debentures | 117,493 | 72,124 | ||||||
Current maturities | 19,806 | 10,600 | ||||||
137,299 | 82,724 |
December 31 | December 31 | |||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Forward contracts closed | 0 | 486 | ||||||
Warrants Liability (refer to Note16) | 2,196 | 2,451 | ||||||
Other liabilities (see note 6 B) | 1,665 | 0 | ||||||
Liabilities for employees benefits | 44 | 27 | ||||||
3,905 | 2,964 |
F - 75 |
Notes to the Consolidated Financial Statements as at December 31, 2021
1. | Lands; |
2. | Machinery equipment |
1. | Information regarding material lease agreements entered into during the period |
2. | Right-of-use assets |
Gelderland | Spain | Talasol | Talmei Yosef | Pumped storage | Total | |||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance as at January 1, 2021 | 355 | 3,024 | 12,686 | 1,672 | 0 | 17,737 | ||||||||||||||||||
lease agreements entered into during the period | 0 | 0 | 0 | 0 | 10,629 | 10,629 | ||||||||||||||||||
Other | 0 | 0 | (4,526 | ) | (18 | ) | 48 | (4,496 | ) | |||||||||||||||
Effect of changes in exchange rates | 0 | 0 | 0 | 168 | 888 | 1,056 | ||||||||||||||||||
Balance as at December 31, 2021 | 355 | 3,024 | 8,160 | 1,822 | 11,565 | 24,926 | ||||||||||||||||||
Depreciation | ||||||||||||||||||||||||
Balance as at January 1, 2021 | 0 | 150 | 169 | 209 | 0 | 528 | ||||||||||||||||||
Depreciation for the year | 185 | 119 | 404 | 110 | 213 | 1,031 | ||||||||||||||||||
Balance as at December 31, 2021 | 185 | 269 | 573 | 319 | 213 | 1,559 | ||||||||||||||||||
Carrying amounts | ||||||||||||||||||||||||
As at January 1, 2020 | 0 | 1,160 | 12,656 | 1,585 | 0 | 15,401 | ||||||||||||||||||
As at December 31, 2020 | 355 | 2,874 | 12,517 | 1,463 | 0 | 17,209 | ||||||||||||||||||
As at December 31, 2021 | 170 | 2,755 | 7,587 | 1,503 | 11,352 | 23,367 |
F - 76 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 14 - Leases (cont'd)
December 31, 2021 | ||||
€ in thousands | ||||
Less than one year | 4,329 | |||
One to five years | 2,668 | |||
More than five years | 13,132 | |||
Total | 20,129 | |||
Current maturities of lease liability | 4,329 | |||
Long-term lease liability | 15,800 |
(a) | Amounts recognized in profit or loss |
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Interest expenses on lease liability | 367 | 494 | 341 |
(b) | Short-term leases |
F - 77 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | On December 30, 2008, the Company’s shareholders approved the terms of a management services agreement entered into among the Company, Kanir Joint Investments (2005) Limited Partnership (“Kanir”), the one of the Company’s controlling shareholders, and Meisaf Blue & White Holdings Ltd. (“Meisaf”), a company controlled by the Company’s chairman of the board and controlling shareholder, effective as of March 31, 2008 (the “Previous Management Agreement”). The updated aggregate annual management fee under the Previous Management Agreement was $400 thousand. |
B. | Compensation to key management personnel and interested parties (including directors) |
Compensation to key management personnel and interested parties that are employed by, or provide consulting services to, the Company:
Year ended December 31 | ||||||||||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||||||
People | Amount | People | Amount | People (*) | Amount | |||||||||||||||||||
€ thousands | € thousands | € thousands | ||||||||||||||||||||||
Short-term employee | ||||||||||||||||||||||||
Benefits | 3 | 763 | 3 | 880 | 3 | 689 | ||||||||||||||||||
Post-employment | ||||||||||||||||||||||||
Benefits | 2 | 61 | 2 | 62 | 2 | 56 | ||||||||||||||||||
Share-based payments | 3 | 68 | 1 | 0 | 1 | 29 |
F - 78 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 15 - Transactions and Balances with Related Parties (cont'd)
B. | Compensation to key management personnel and interested parties (including directors) (cont’d) |
Year ended December 31 | ||||||||||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||||||
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 | 72 | 3 | 63 | 3 | 72 | ||||||||||||||||||
Share-based payments | 4 | 10 | 3 | 34 | 3 | 9 |
C. | Debts and loans to related and interested parties |
The terms of the loan | Balance as at December 31 | Interest income recognized in statement of income for the year ended December 31 | ||||||||||||||||||||||||||
Interest | Linkage | |||||||||||||||||||||||||||
rate | base | 2021 | 2020 | 2021 | 2020 | 2019 | ||||||||||||||||||||||
% | € thousands | |||||||||||||||||||||||||||
Dori Energy | 8.1 (*) | NIS+CPI | 8,495 | 8,745 | 821 | 620 | 814 |
(*) See Note 6A
A. | Composition of share capital |
December 31, 2021 | December 31, 2020 | December 31, 2019 | ||||||||||||||||||||||
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 | 12,849,295 | (1) | 17,000,000 | 12,652,094 | (1) | 17,000,000 | 11,479,094 | (1) |
(1) | Net of 258,046 Ordinary shares held as treasury shares as of December 31, 2021, 2020 and 2019, all of which have been purchased according to share buyback programs that were authorized the Company's Board of Directors. |
F - 79 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 16 - Equity (cont'd)
A. | Composition of share capital (cont'd) |
In February 2020, the Company issued 715,000 ordinary shares and warrants to purchase an additional 178,750 ordinary shares to several Israeli institutional investors in a private placement undertaken in accordance with Regulation S of the Securities Act of 1933, as amended. The price per share was set at NIS 70 (approximately €18.9 based on the Euro /NIS exchange rate at that time). The warrants are exercisable for a period of one year, with an exercise price of NIS 80 (approximately €21.6) per ordinary share. The gross proceeds to the Company in connection with the private placement were NIS 50.05 million (approximately €13.5 million based on the Euro /NIS exchange rate at that time). Of the total proceeds, an amount of approximately NIS 1,182 million (approximately €320 thousand based on the Euro/NIS exchange rate at that time) was recognized in other liabilities in connection with these warrants. All of the warrants were exercised during January and February 2021. As a result of the exercises, the Company received gross proceeds of NIS 14,300 thousand (approximately €3,873 thousand based on the Euro /NIS exchange rate at that time).
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. |
F - 80 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 16 - Equity (cont'd)
C. | Translation reserve from foreign operation |
D. | Capital management in the Company |
1. | To preserve the Company's ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties. |
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 Company's business activity. |
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 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ thousand | ||||||||||||
Expenses arising from share-based payment | ||||||||||||
Transactions | 63 | 50 | 8 |
The share-based payments that the Company granted to its employees and directors are described below. There have been no modifications or cancellations to any of the share options plans during 2021, 2020 or 2019. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.
Year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||
Expected volatility | 0.433 | 0.427 | 0.428 | |||||||||
Risk-free interest | 0.48 | % | 0.11 | % | 1.73 | % | ||||||
Expected life (in years) | 2-3 | 2-3 | 2-3 |
F - 81 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 17 - Share-Based Payment (cont'd)
A. | Expenses recognized in the financial statements (cont'd) |
All options granted during 2021, 2020 and 2019 were granted with exercise price equal to or higher than the market price on the date of grant. Weighted average fair values and exercise price of options on dates of grant are as follows:
Equal market price | ||||||||
2021 | 2020 | |||||||
US$ | ||||||||
Weighted average exercise prices | 29.27 | 28.91 | ||||||
Weighted average fair value on grant date | 9.65 | 9.63 |
B. | Stock Option Plans |
As of December 31, 2021, options to purchase 10,749 ordinary shares are outstanding and 26,667 ordinary shares are available for future grants under the 1998 Plan.
F - 82 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 17 - Share-Based Payment (cont'd)
C. | Changes during the year: |
2021 | 2020 | 2019 | ||||||||||||||||||||||
Number of options | Weighted Average Exercise Price | Number of options | Weighted average exercise price | Number of options | Weighted Average Exercise Price | |||||||||||||||||||
US$ | US$ | US$ | ||||||||||||||||||||||
Outstanding at | ||||||||||||||||||||||||
beginning of year | 31,135 | 12.94 | 34,886 | 9.83 | 27,169 | 7.82 | ||||||||||||||||||
Granted during | ||||||||||||||||||||||||
the year | 37,000 | 29.27 | 4,249 | 28.91 | 18,303 | 11.41 | ||||||||||||||||||
Exercised during | ||||||||||||||||||||||||
the year | (18,451 | ) | 10.06 | (8,000 | ) | 7.87 | (3,586 | ) | 6.27 | |||||||||||||||
Expired during | ||||||||||||||||||||||||
the year | (1,000 | ) | 26.63 | 0 | 0 | (7,000 | ) | 8.25 | ||||||||||||||||
Outstanding at | ||||||||||||||||||||||||
end of year | 48,684 | 26.16 | 31,135 | 12.94 | 34,886 | 9.83 | ||||||||||||||||||
Exercisable at | ||||||||||||||||||||||||
end of year | 6,749 | 20.05 | 17,018 | 6.3 | 16,583 | 8.09 |
The weighted average remaining contractual life for the share options outstanding as of December 31, 2021 was 9.38 years (as of December 31, 2020 was 7.62 years and as of December 31, 2019 was 7.33 years).
A. | Revenues |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Revenues from the sale of solar electricity | 31,081 | 2,577 | 13,069 | |||||||||
Revenues from the sale of gas and power produced by anaerobic digestion plants | 12,686 | 6,002 | 4,786 | |||||||||
Revenues from concessions project | 1,016 | 1,066 | 1,133 | |||||||||
Total Revenues | 44,783 | 9,645 | 18,988 |
F - 83 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 18 - Details of the Statements of Profit or Loss and Other Comprehensive Income (Loss) (Cont'd)
B. | Operating Costs, Depreciation and Amortization |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Depreciation from fixed assets | 13,937 | 2,299 | 5,744 | |||||||||
Depreciation from Right-of-use assets | 774 | 320 | 321 | |||||||||
Amortization of intangible asset | 365 | 356 | 351 | |||||||||
Professional services | 1,496 | 482 | 672 | |||||||||
Operating and maintenance services | 11,390 | 4,025 | 5,322 | |||||||||
System operator charges | 3,046 | 0 | 0 | |||||||||
Insurance | 549 | 178 | 344 | |||||||||
Other | 1,043 | 266 | 300 | |||||||||
Total operating costs | 32,600 | 7,926 | 13,054 |
C. | General and administrative expenses |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Salaries and related compensation | 1,505 | 1,442 | 1,324 | |||||||||
Professional services | 2,822 | 2,057 | 1,978 | |||||||||
Other | 1,334 | 1,013 | 525 | |||||||||
Total general and administrative expenses | 5,661 | 4,512 | 3,827 |
D. | Other income (expense), net |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Total other income (expenses), net * | 0 | 2,100 | (2,100 | ) |
F - 84 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 18 - Details of the Statements of Profit or Loss and Other Comprehensive Income (Loss) (Cont'd)
E. | Financing income and expenses: |
1. | Financing income |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Interest income and consumer price index in Israel in connection to concession project | 2,248 | 1,423 | 1,757 | |||||||||
Interest income | 276 | 553 | 70 | |||||||||
Change in fair value of derivatives, net | 0 | 1,094 | 897 | |||||||||
Consumer price index in Israel for loan | 0 | 103 | 0 | |||||||||
Swap interest | 0 | 55 | 0 | |||||||||
Profit from settlement of derivatives contract | 407 | 0 | 0 | |||||||||
Total financing income | 2,931 | 3,228 | 2,724 |
2. | Financing expenses (*) |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Change in fair value of derivatives, net | 841 | 0 | 0 | |||||||||
Debentures interest and related expenses | 3,220 | 2,155 | 4,696 | |||||||||
Interest and commissions related to projects finance | 5,589 | 1,775 | 2,944 | |||||||||
Amortization of capitalized expenses related to projects finance | 12,211 | 48 | 129 | |||||||||
Interest on minority shareholder loan | 2,055 | 41 | 59 | |||||||||
Bank charges and other commissions | 137 | 230 | 150 | |||||||||
Forward loss | 0 | 0 | 513 | |||||||||
Interest on lease liability | 367 | 494 | 341 | |||||||||
Loss from exchange rate differences, net | 5,395 | 2,119 | 2,045 | |||||||||
Total financing expenses | 29,815 | 6,862 | 10,877 |
F - 85 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Regional Taxation |
B. | Composition of income tax benefit (taxes on income): |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Current tax income (expense) | ||||||||||||
Current year | (978 | ) | (119 | ) | (741 | ) | ||||||
Adjustments for prior years, net | 0 | (4 | ) | (14 | ) | |||||||
(978 | ) | (123 | ) | (755 | ) | |||||||
Deferred tax income | ||||||||||||
Creation and reversal of temporary differences | 3,467 | 248 | 1,042 | |||||||||
Tax benefit | 2,489 | 125 | 287 |
F - 86 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 19 - Taxes on Income (cont’d)
C. | Reconciliation between the theoretical tax on the pre-tax profit and the tax expense: |
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Profit (loss) before taxes on income | (22,753 | ) | (6,293 | ) | 9,497 | |||||||
Primary tax rate of the Company | 23 | % | 23 | % | 23 | % | ||||||
Tax calculated according to the Company’s primary tax rate | 5,233 | 1,447 | (2,184 | ) | ||||||||
Additional tax (tax saving) in respect of: | ||||||||||||
Different tax rate of foreign subsidiaries | (59 | ) | (576 | ) | (11 | ) | ||||||
Neutralization of tax calculated in respect of the Company’s share in profits of equity accounted investees | 27 | 351 | 710 | |||||||||
Changes in deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past | 0 | 483 | 3,681 | |||||||||
Change in temporary differences for which deferred tax were not recognized | 65 | 325 | (166 | ) | ||||||||
Current year tax losses and benefits for which deferred taxes were not created | (2,770 | ) | (1,910 | ) | (1,740 | ) | ||||||
Tax benefit (taxes) in respect to previous years and others | (7 | ) | 5 | (3 | ) | |||||||
Actual Tax benefit | 2,489 | 125 | 287 |
D. | Carry forward tax losses: |
F - 87 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 19 - Taxes on Income (cont’d)
E. | Deferred taxes: |
Financial | Fixed | Swap | Carry- forward tax | |||||||||||||||||
assets | assets | 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 | 162 | 0 | 2,379 | 3,467 | |||||||||||||||
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 | ) | (1,347 | ) | 5,400 | 7,027 | 4,116 |
Financial | Fixed | Swap | Carry- forward 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 | 0 | (237 | ) | 248 | |||||||||||||
Changes recognized due to business combination | - | (919 | ) | 0 | 1,407 | 488 | ||||||||||||||
Changes recognized in other comprehensive income | 127 | 0 | (846 | ) | (36 | ) | (755 | ) | ||||||||||||
Balance of deferred tax asset (liability) as at | ||||||||||||||||||||
December 31, 2020 | (7,064 | ) | (1,509 | ) | (168 | ) | 4,540 | (4,201 | ) |
F - 88 |
Notes to the Consolidated Financial Statements as at December 31, 2021
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands (other than share and per share data) | ||||||||||||
Net income (loss) attributed to owners of the Company | (15,408 | ) | (4,627 | ) | 12,060 | |||||||
Weighted average ordinary shares outstanding (1) | 12,824,088 | 12,304,269 | 11,064,847 | |||||||||
Dilutive effect: | ||||||||||||
Stock options and warrants | 8,637 | 23,549 | 5,589 | |||||||||
Diluted weighted average ordinary shares Outstanding | 12,832,725 | (2) | 12,327,818 | (2) | 11,070,436 | |||||||
Basic profit (loss) per share from continuing operations | (1.20 | ) | (0.38 | ) | 1.09 | |||||||
Diluted profit (loss) per share from continuing operations | (1.20 | ) | (0.38 | ) | 1.09 |
(1) | Net of treasury shares. |
(2) | In 2021 and 2020 share options and warrants did not have a dilutive effect. |
F - 89 |
Notes to the Consolidated Financial Statements as at December 31, 2021
A. | Overview |
● | Credit risk |
● | Liquidity risk |
● | Market risk |
For the year ended December | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Derivatives presented under current assets | ||||||||
Currency swap | 639 | 12 | ||||||
Forward contracts | 0 | 66 | ||||||
639 | 78 | |||||||
Derivatives presented under non-current assets | ||||||||
Financial power swap | 0 | 10,238 | ||||||
Currency swap | 2,635 | 0 | ||||||
2,635 | 10,238 | |||||||
Derivatives presented under current liabilities | ||||||||
Swap contracts | (3,431 | ) | (1,378 | ) | ||||
Financial power swap | (11,352 | ) | 0 | |||||
(14,783 | ) | (1,378 | ) | |||||
Derivatives presented under non-current liabilities | ||||||||
Financial power swap | (9,542 | ) | 0 | |||||
Currency swap | 0 | (144 | ) | |||||
Swap contracts | (565 | ) | (8,192 | ) | ||||
(10,107 | ) | (8,336 | ) |
F - 90 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
December 31, 2021 | ||||||||||||||||
Currency/ linkage/interest rate receivable | Currency/ Linkage/interest rate Payable | Date of expiration | Fair value - € in thousand | |||||||||||||
Euro 17.6 million interest swap transaction for a period of 18 years, semi-annually. | Euribor 6 months | Fixed 1% | December 20, 2037 | (706 | ) | |||||||||||
The principal of the interest rate swap transaction is based on a pre-determined sculptured repayment schedule in the maximum amount of Euro 131 million. Following the refinance of Talasol Project, there were unwinding of the interest rate SWAP in an amount of €3,290 thousand. | Euribor 6 months | Fixed 0.9412% | September 30, 2031 | (3,290 | ) | |||||||||||
NIS 100 million currency swap transaction Euro/NIS for a period of 4 years, semi-annually. | NIS | Euro | June 2025 | 3,274 | ||||||||||||
Financial power swap- Electricity price swap fixed for float | Electricity price in Spain | Fixed price | September 30, 2030 | (20,894 | ) |
B. | Risk management framework |
F - 91 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
C. | Credit Risk |
F - 92 |
Notes to the Consolidated Financial Statements as at December 31, 2021
D. | Liquidity risk |
F - 93 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
D. | Liquidity risk (cont’d) |
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 | 0 | ||||||||||||||||||
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 | 0 | 0 | 0 | ||||||||||||||||||
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 | ) |
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 | 0 | ||||||||||||||||||
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 | 0 | 0 | 0 | ||||||||||||||||||
312,388 | 397,159 | 49,155 | 69,954 | 78,954 | 199,096 | |||||||||||||||||||
Derivative finance liabilities | ||||||||||||||||||||||||
Currency swap | 132 | 132 | (12 | ) | 63 | 81 | 0 | |||||||||||||||||
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 |
F - 94 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
E. | Market risk |
(1) | Foreign currency risk |
F - 95 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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, 2021 | ||||||||||||||||||||
Non-monetary/ Non finance | NIS(*) | Unlinked | EURO | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | 0 | 30,405 | 1,090 | 9,734 | 41,229 | |||||||||||||||
Marketable securities | 0 | 0 | 1,946 | 0 | 1,946 | |||||||||||||||
Short term deposits | 0 | 28,410 | 0 | 0 | 28,410 | |||||||||||||||
Restricted cash | 0 | 0 | 0 | 1,000 | 1,000 | |||||||||||||||
Receivable from concession project | 0 | 1,784 | 0 | 0 | 1,784 | |||||||||||||||
Trade and other receivables | 1,020 | 739 | 0 | 7,728 | 9,487 | |||||||||||||||
Non-current assets: | ||||||||||||||||||||
Investments in equity accounted investees | 25,534 | 8,495 | 0 | 0 | 34,029 | |||||||||||||||
Advances on account of investments | 1,554 | 0 | 0 | 0 | 1,554 | |||||||||||||||
Receivable from concession project | 0 | 26,909 | 0 | 0 | 26,909 | |||||||||||||||
Fixed assets | 340,065 | 0 | 0 | 0 | 340,065 | |||||||||||||||
Right-of-use asset | 23,367 | 0 | 0 | 0 | 23,367 | |||||||||||||||
Intangible asset | 4,762 | 0 | 0 | 0 | 4,762 | |||||||||||||||
Restricted cash and deposits | 0 | 6,630 | 0 | 9,000 | 15,630 | |||||||||||||||
Deferred tax | 12,952 | 0 | 0 | 0 | 12,952 | |||||||||||||||
Long term receivables | 1,928 | 1,272 | 0 | 2,188 | 5,388 | |||||||||||||||
Derivatives | 0 | 0 | 0 | 2,635 | 2,635 | |||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current maturities of long term bank loans | 0 | (2,024 | ) | 0 | (124,156 | ) | (126,180 | ) | ||||||||||||
Current maturities of long term loans | 0 | 0 | 0 | (16,401 | ) | (16,401 | ) | |||||||||||||
Current maturities of debentures | 0 | (19,806 | ) | 0 | 0 | (19,806 | ) | |||||||||||||
Trade payables | 0 | (218 | ) | 0 | (2,686 | ) | (2,904 | ) | ||||||||||||
Other payables | 0 | (6,882 | ) | (527 | ) | (13,397 | ) | (20,806 | ) | |||||||||||
Current maturities of derivatives | 0 | 0 | 0 | (14,783 | ) | (14,783 | ) | |||||||||||||
Current maturities of lease liabilities | (3,782 | ) | 0 | (547 | ) | (4,329 | ) | |||||||||||||
Non-current liabilities: | ||||||||||||||||||||
Long-term lease liabilities | 0 | (5,154 | ) | 0 | (10,646 | ) | (15,800 | ) | ||||||||||||
Long-term loans | 0 | (15,803 | ) | 0 | (23,290 | ) | (39,093 | ) | ||||||||||||
Other long-term bank loans | 0 | (6,898 | ) | 0 | (30,323 | ) | (37,221 | ) | ||||||||||||
Debentures | 0 | (117,493 | ) | 0 | 0 | (117,493 | ) | |||||||||||||
Deferred tax | (8,836 | ) | 0 | 0 | 0 | (8,836 | ) | |||||||||||||
Derivatives | 0 | 0 | 0 | (10,107 | ) | (10,107 | ) | |||||||||||||
Other long-term liabilities | 0 | (3,905 | ) | 0 | 0 | (3,905 | ) | |||||||||||||
Total exposure in statement | ||||||||||||||||||||
of financial position in | ||||||||||||||||||||
respect of financial assets | ||||||||||||||||||||
and financial liabilities | 402,346 | (77,321 | ) | 2,509 | (214,051 | ) | 113,483 |
F - 96 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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, 2020 | ||||||||||||||||||||
Non-monetary/ Non finance | NIS(*) | Unlinked | EURO | Total | ||||||||||||||||
€ in thousands | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | 0 | 50,195 | 952 | 15,698 | 66,845 | |||||||||||||||
Marketable securities | 0 | 0 | 1,761 | 0 | 1,761 | |||||||||||||||
Short term deposits | 0 | 8,113 | 0 | 0 | 8,113 | |||||||||||||||
Restricted cash | 0 | 1,491 | 0 | 0 | 1,491 | |||||||||||||||
Receivable from concession project | 380 | 3,155 | 384 | 5,906 | 9,825 | |||||||||||||||
Non-current assets: | ||||||||||||||||||||
Investments in equity accounted investees | 23,489 | 8,745 | 0 | 0 | 32,234 | |||||||||||||||
Advances on account of investments | 2,423 | 0 | 0 | 0 | 2,423 | |||||||||||||||
Receivable from concession project | 0 | 25,036 | 0 | 0 | 25,036 | |||||||||||||||
Fixed assets | 264,095 | 0 | 0 | 0 | 264,095 | |||||||||||||||
Right-of-use asset | 17,209 | 0 | 0 | 0 | 17,209 | |||||||||||||||
Intangible asset | 4,604 | 0 | 0 | 0 | 4,604 | |||||||||||||||
Restricted cash and deposits | 0 | 5,882 | 0 | 4,049 | 9,931 | |||||||||||||||
Deferred tax | 3,605 | 0 | 0 | 0 | 3,605 | |||||||||||||||
Long term receivables | 2,593 | 30 | 0 | 139 | 2,762 | |||||||||||||||
Derivatives | 0 | 0 | 0 | 10,238 | 10,238 | |||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current maturities of long term bank loans | 0 | (1,762 | ) | 0 | (8,470 | ) | (10,232 | ) | ||||||||||||
Current maturities of long term loans | 0 | 0 | 0 | (4,021 | ) | (4,021 | ) | |||||||||||||
Current maturities of debentures | 0 | (10,600 | ) | 0 | 0 | (10,600 | ) | |||||||||||||
Trade payables | 0 | (221 | ) | 0 | (12,166 | ) | (12,387 | ) | ||||||||||||
Other payables | 0 | (974 | ) | (666 | ) | (1,953 | ) | (3,593 | ) | |||||||||||
Current maturities of derivatives | 0 | 0 | 0 | (1,378 | ) | (1,378 | ) | |||||||||||||
Current maturities of lease liabilities | 0 | (77 | ) | 0 | (413 | ) | (490 | ) | ||||||||||||
Non-current liabilities: | ||||||||||||||||||||
Long-term lease liabilities | 0 | (1,436 | ) | 0 | (15,863 | ) | (17,299 | ) | ||||||||||||
Long-term loans | 0 | (15,520 | ) | 0 | (119,000 | ) | (134,520 | ) | ||||||||||||
Other long-term bank loans | 0 | (5,102 | ) | 0 | (44,294 | ) | (49,396 | ) | ||||||||||||
Debentures | 0 | (72,124 | ) | 0 | 0 | (72,124 | ) | |||||||||||||
Deferred tax | (7,806 | ) | 0 | 0 | 0 | (7,806 | ) | |||||||||||||
Derivatives | 0 | 0 | 0 | (8,336 | ) | (8,336 | ) | |||||||||||||
Other long-term liabilities | 0 | �� | (2,478 | ) | (486 | ) | 0 | (2,964 | ) | |||||||||||
Total exposure in statement | ||||||||||||||||||||
of financial position in | ||||||||||||||||||||
respect of financial assets | ||||||||||||||||||||
and financial liabilities | 310,592 | (7,647 | ) | 1,945 | (179,864 | ) | 125,026 |
F - 97 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 2021 | (7.7 | ) | 1.132 | (10.8 | ) | 3.520 | ||||||||||
1 Euro in 2020 | 9.3 | 1.227 | 1.7 | 3.944 |
(b) | Sensitivity analysis |
December 31, 2021 | ||||||||
Increase | Decrease | |||||||
Equity | Equity | |||||||
€ thousands | ||||||||
Change in the exchange rate of: | ||||||||
5% in the USD | 111 | (111 | ) | |||||
5% in NIS | (1,098 | ) | 1,098 |
December 31, 2020 | ||||||||
Increase | Increase | |||||||
Equity | Equity | |||||||
€ thousands | ||||||||
Change in the exchange rate of: | ||||||||
5% in the USD | 79 | (79 | ) | |||||
5% in NIS | 290 | (290 | ) |
F - 98 |
Notes to the Consolidated Financial Statements as at December 31, 2021
E. | Market risk (cont’d) |
(2) | Interest rate risk |
December 31, | ||||||||
2021 | 2020 | |||||||
Profit or loss | Profit or loss | |||||||
€ in thousands | ||||||||
Increase of 1% | 2,446 | 803 | ||||||
Increase of 3% | 7,368 | 2,444 | ||||||
Decrease of 1% | (2,474 | ) | (836 | ) | ||||
Decrease of 3% | (7,396 | ) | (2,477 | ) |
(3) | Electricity market prices risk |
F - 99 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
F. | Fair value |
(1) | Fair values versus carrying amounts |
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 | 0 | 0 | |||||||||||||||
Loans from banks and others (including current maturities) | 218,895 | 0 | 223,287 | 0 | 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 | |||||||||||||
356,194 | 140,293 | 223,287 | 0 |
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 | 0 | 0 | |||||||||||||||
Loans from banks and others (including current maturities) | 198,169 | 0 | 209,005 | 0 | 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 | |||||||||||||
280,893 | 84,814 | 209,005 | 0 |
F - 100 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
F. | Fair value (cont’d) |
(2) | Interest rates used for determining fair value |
December 31 |
2021 | 2020 |
% |
Non-current liabilities: | |||
Loans from banks | Euribor+ 1.76%- 2.75% with a zero floor | Euribor+ 1.76%- 2.75% with a zero floor | |
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% - 3.55% | |
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% | 3% |
(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 - 101 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
F. | Fair value (cont’d) |
(3) | Fair values hierarchy (Cont’d) |
December 31, 2021 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation techniques for | |||||||||||||
€ in thousands | determining fair value | ||||||||||||||||
Marketable securities | 1,946 | 0 | 0 | 1,946 | Market price | ||||||||||||
Swap contracts | 0 | (3,996 | ) | 0 | (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 | 0 | 3,274 | 0 | 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 | 0 | 0 | 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 | 0 | 0 | (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 - 102 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
F. | Fair value (cont'd) |
(3) | Fair values hierarchy (Cont'd) |
December 31, 2020 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation techniques for | |||||||||||||
€ in thousands | determining fair value | ||||||||||||||||
Marketable securities | 1,761 | 0 | 0 | 1,761 | Market price | ||||||||||||
Forward contracts | 0 | 66 | 0 | 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 | 0 | (9,570 | ) | 0 | (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 | 0 | (132 | ) | 0 | (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 | 0 | 0 | 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 | 0 | 0 | 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. |
F - 103 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 21 - Financial Instruments (cont’d)
F. | Fair value (cont'd) |
(4) | Level 3 financial instruments carried at fair value |
Financial assets | ||||
Dori Energy loan | ||||
€ in thousands | ||||
Balance as at December 31, 2019 | 10,595 | |||
Total income recognized in profit or loss | 758 | |||
Repayment | (2,378 | ) | ||
Foreign Currency translation adjustments | (230 | ) | ||
Balance as at December 31, 2020 | 8,745 | |||
Total income recognized in profit or loss | 799 | |||
Grant of loan | 335 | |||
Repayment | (2,259 | ) | ||
Foreign Currency translation adjustments | 875 | |||
Balance as at December 31, 2021 | 8,495 |
Financial assets | ||||
Financial power swap | ||||
€ in thousands | ||||
Balance as at December 31, 2019 | 4,967 | |||
Total income recognized in other comprehensive income | 5,271 | |||
Balance as at December 31, 2020 | 10,238 | |||
Total income is recognized in other comprehensive income | (31,132 | ) | ||
Balance as at December 31, 2021 | (20,894 | ) |
F - 104 |
Notes to the Consolidated Financial Statements as at December 31, 2021
● | Photovoltaic power plants (PV Plants) – Operation of installations that convert the energy in sunlight into electrical energy as follows: (i) approximately 7.9MWp aggregate installed capacity of photovoltaic power plants in Spain, (ii) a photovoltaic power plant of approximately 9 MWp installed capacity in Israel, (iii) 51% of Talasol, which during the majority of the reporting period was constructing a photovoltaic plant with a peak capacity of 300 MW in the municipality of Talaván, Cáceres, Spain, (iv) Ellomay Solar S.L.U that is constructing a photovoltaic plant with a peak capacity of 28 MW in the municipality of Talaván, Cáceres, Spain, and (v) approximately 22.6MWp aggregate installed capacity of photovoltaic power plants in Italy, that the Company sold on December 20, 2019. |
● | 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. |
● | 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 (with a license to produce 7.5 million) Nm3 per year, respectively. |
● | Pumped storage hydro power plant (Manara) – 83.333% indirect interest in a company constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel. |
F - 105 |
Notes to the Consolidated Financial Statements as at December 31, 2021
PV | Total | |||||||||||||||||||||||||||||||||||||||||||
Ellomay | Bio | reportable | Total | |||||||||||||||||||||||||||||||||||||||||
Italy | Spain | Solar | Talasol | Israel1 | Gas | Dorad | Manara | segments | Reconciliations | consolidated | ||||||||||||||||||||||||||||||||||
For the year ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||||||
Revenues | 0 | 2,587 | 0 | 28,494 | 4,255 | 12,686 | 51,630 | 0 | 99,652 | (54,869 | ) | 44,783 | ||||||||||||||||||||||||||||||||
Operating expenses | 0 | (472 | ) | 0 | (6,239 | ) | (367 | ) | (10,446 | ) | (39,175 | ) | 0 | (56,699 | ) | 39,175 | (17,524 | ) | ||||||||||||||||||||||||||
Depreciation expenses | 0 | (904 | ) | 0 | (10,546 | ) | (2,374 | ) | (3,135 | ) | (5,539 | ) | 0 | (22,498 | ) | 7,422 | (15,076 | ) | ||||||||||||||||||||||||||
Gross profit (loss) | 0 | 1,211 | 0 | 11,709 | 1,514 | (895 | ) | 6,916 | 0 | 20,455 | (8,272 | ) | 12,183 | |||||||||||||||||||||||||||||||
Project development costs | (2,508 | ) | ||||||||||||||||||||||||||||||||||||||||||
General and | ||||||||||||||||||||||||||||||||||||||||||||
administrative expenses | (5,661 | ) | ||||||||||||||||||||||||||||||||||||||||||
Share of loss of equity | ||||||||||||||||||||||||||||||||||||||||||||
accounted investee | 117 | |||||||||||||||||||||||||||||||||||||||||||
Operating profit | 4,131 | |||||||||||||||||||||||||||||||||||||||||||
Financing income | 2,931 | |||||||||||||||||||||||||||||||||||||||||||
Financing expenses in connection | ||||||||||||||||||||||||||||||||||||||||||||
with derivatives and warrants, net | (841 | ) | ||||||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (28,974 | ) | ||||||||||||||||||||||||||||||||||||||||||
Loss before taxes | ||||||||||||||||||||||||||||||||||||||||||||
on Income | (22,753 | ) | ||||||||||||||||||||||||||||||||||||||||||
Segment assets as at | ||||||||||||||||||||||||||||||||||||||||||||
December 31, 2021 | 1,715 | 13,841 | 14,456 | 246,172 | 38,809 | 34,570 | 118,435 | 107,678 | 575,676 | (24,529 | ) | 551,147 |
F - 106 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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, 2020 | ||||||||||||||||||||||||||||||||||||||||
€ in thousands | ||||||||||||||||||||||||||||||||||||||||
Revenues | 0 | 2,577 | 4,089 | 0 | 6,002 | 57,495 | 0 | 70,163 | (60,518 | ) | 9,645 | |||||||||||||||||||||||||||||
Operating expenses | 0 | (463 | ) | (379 | ) | 0 | (4,109 | ) | (44,489 | ) | 0 | (49,440 | ) | 44,489 | (4,951 | ) | ||||||||||||||||||||||||
Depreciation and amortization expenses | 0 | (905 | ) | (2,310 | ) | 0 | (1,457 | ) | (5,674 | ) | 0 | (10,346 | ) | 7,371 | (2,975 | ) | ||||||||||||||||||||||||
Gross profit (loss) | 0 | 1,209 | 1,400 | �� | 0 | 436 | 7,332 | 0 | 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) | 0 | |||||||||||||||||||||||||||||||||||||||
Operating profit | (2,659 | ) | ||||||||||||||||||||||||||||||||||||||
Financing income | 2,134 | |||||||||||||||||||||||||||||||||||||||
Financing income | ||||||||||||||||||||||||||||||||||||||||
(expenses) in connection | ||||||||||||||||||||||||||||||||||||||||
with derivatives, net | 1,094 | |||||||||||||||||||||||||||||||||||||||
Financing expenses, net | (6,862 | ) | ||||||||||||||||||||||||||||||||||||||
Profit 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 |
F - 107 |
Notes to the Consolidated Financial Statements as at December 31, 2021
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 | 0 | 4,786 | 63,416 | 0 | 85,385 | (66,397 | ) | 18,988 | |||||||||||||||||||||||||||||
Operating expenses | (1,422 | ) | (504 | ) | (325 | ) | 0 | (4,387 | ) | (48,558 | ) | 0 | (55,196 | ) | 48,558 | (6,638 | ) | |||||||||||||||||||||||
Depreciation and amortization expenses | (3,668 | ) | (903 | ) | (2,271 | ) | (30 | ) | (1,353 | ) | (5,031 | ) | 0 | (13,256 | ) | 6,840 | (6,416 | ) | ||||||||||||||||||||||
Gross profit (loss) | 4,992 | 1,580 | 1,518 | (30 | ) | (954 | ) | 9,827 | 0 | 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 | 0 | 16,324 | 38,942 | 118,848 | 18,463 | 116,561 | 2,473 | 311,611 | (1,439 | ) | 310,172 |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
€ in thousands | ||||||||||||
Israel | 1,016 | 1,066 | 1,133 | |||||||||
Italy | 0 | 0 | 10,082 | |||||||||
The Netherlands | 12,686 | 6,002 | 4,786 | |||||||||
Spain (including Talasol Project) | 31,081 | 2,577 | 2,987 | |||||||||
Total revenues | 44,783 | 9,645 | 18,988 |
F - 108 |
Notes to the Consolidated Financial Statements as at December 31, 2021
Note 22 - Operating Segments (cont’d)
Geographical information (cont’d)
As at December 31 | ||||||||
2021 | 2020 | |||||||
€ in thousands | ||||||||
Israel | 78,928 | 16,651 | ||||||
Spain | 232,897 | 217,339 | ||||||
The Netherlands | 28,240 | 30,105 | ||||||
Total fixed assets, net | 340,065 | 264,095 |
F - 109
FD-2 | |
FD-3 | |
FD-4 | |
FD-5 | |
FD-6 | |
FD-7 - FD-47 |
Dorad Energy Ltd.
Certified Public Accountants (Israel)
Member Firm of KPMG International
February 18, 2021
December 31 | December 31 | |||||||||||
2021 | 2020 | |||||||||||
Note | NIS thousands | NIS thousands | ||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 4 | 201,860 | 247,079 | |||||||||
Trade receivables | 5 | 248,844 | 297,719 | |||||||||
Other receivables | 6 | 40,289 | 21,401 | |||||||||
Total current assets | 490,993 | 566,199 | ||||||||||
Non-current assets | ||||||||||||
Restricted deposit | 12A1B | 480,476 | 433,265 | |||||||||
Prepaid expenses | 12A2, 12A5 | 33,235 | 35,230 | |||||||||
Fixed assets | 7 | 3,378,466 | 3,526,839 | |||||||||
Intangible assets | 6,038 | 5,402 | ||||||||||
Right of use assets | 17 | 57,530 | 60,113 | |||||||||
Total non-current assets | 3,955,745 | 4,060,849 | ||||||||||
Total assets | 4,446,738 | 4,627,048 | ||||||||||
Current liabilities | ||||||||||||
Current maturities of loans from banks | 8 | 280,753 | 242,098 | |||||||||
Current maturities of lease liabilities | 17 | 4,622 | 4,535 | |||||||||
Trade payables | 9 | 324,532 | 309,380 | |||||||||
Current tax liabilities | 11 | 21,795 | - | |||||||||
Other payables | 10 | 7,100 | 3,808 | |||||||||
Financial derivatives | 16 | 268 | 2,993 | |||||||||
Total current liabilities | 639,070 | 562,814 | ||||||||||
Non-current liabilities | ||||||||||||
Loans from banks | 8 | 2,356,785 | 2,561,302 | |||||||||
Other Long-term liabilities | 12.A.6 | 15,834 | - | |||||||||
Long-term lease liabilities | 17 | 48,871 | 50,858 | |||||||||
Provision for dismantling and restoration | 7 | 50,000 | 50,000 | |||||||||
Deferred tax liabilities | 11 | 192,676 | 200,298 | |||||||||
Liabilities for employee benefits, net | 160 | 160 | ||||||||||
Total non-current liabilities | 2,664,326 | 2,862,618 | ||||||||||
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 | 497,384 | 555,658 | ||||||||||
Total equity | 1,143,342 | 1,201,616 | ||||||||||
Total liabilities and equity | 4,446,738 | 4,627,048 |
/s/ Michal Abadi Boiangiu | /s/ Eli Asulin | /s/ David Bitton | |||
Michal Abadi Boiangiu | Eli Asulin | David Bitton | |||
Chairman of the | Chief Executive Officer | Chief Financial Officer | |||
Board of Directors |
2021 | 2020 | 2019 | ||||||||||||||
Note | NIS thousands | NIS thousands | NIS thousands | |||||||||||||
Revenues | 2,103,911 | 2,407,221 | 2,700,766 | |||||||||||||
Operating costs of the power plant | ||||||||||||||||
Energy costs | 428,051 | 522,110 | 708,662 | |||||||||||||
Electricity purchase and infrastructure services | 1,053,997 | 1,185,225 | 1,208,223 | |||||||||||||
Depreciation and amortization | 225,715 | 237,575 | 214,248 | |||||||||||||
Other operating costs | 114,360 | 155,368 | 151,116 | |||||||||||||
Total cost of power plant | 1,822,123 | 2,100,278 | 2,282,249 | |||||||||||||
Profit from operating the power plant | 281,788 | 306,943 | 418,517 | |||||||||||||
General and administrative expenses | 14 | 24,502 | 24,926 | 20,676 | ||||||||||||
Other incomes | 12.A.14 | 11,603 | 1,279 | - | ||||||||||||
Operating profit | 268,889 | 283,296 | 397,841 | |||||||||||||
Financing income | 4,694 | 3,056 | 4,237 | |||||||||||||
Financing expenses | 219,013 | 157,428 | 192,881 | |||||||||||||
Financing expenses, net | 15 | 214,319 | 154,372 | 188,644 | ||||||||||||
Profit before taxes on income | 54,570 | 128,924 | 209,197 | |||||||||||||
Taxes on income | 11 | 12,844 | 29,622 | 47,873 | ||||||||||||
Profit for the year | 41,726 | 99,302 | 161,324 |
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, 2021 | ||||||||||||||||||||
Balance as at January 1, 2021 | 11 | 642,199 | 3,748 | 555,658 | 1,201,616 | |||||||||||||||
Dividend to the Company’s shareholders (Note 12.A.13) | - | - | - | (100,000 | ) | (100,000 | ) | |||||||||||||
Profit for the year | - | - | - | 41,726 | 41,726 | |||||||||||||||
Balance as at December 31, 2021 | 11 | 642,199 | 3,748 | 497,384 | 1,143,342 | |||||||||||||||
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 |
2021 | 2020 | 2019 | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Cash flows from operating activities: | ||||||||||||
Profit for the year | 41,726 | 99,302 | 161,324 | |||||||||
Adjustments: | ||||||||||||
Depreciation, amortization and fuel consumption | 228,099 | 241,288 | 239,323 | |||||||||
Taxes on income | 12,844 | 29,622 | 47,873 | |||||||||
Financing expenses, net | 214,319 | 154,372 | 188,644 | |||||||||
455,262 | 425,282 | 475,840 | ||||||||||
Change in trade receivables | 48,875 | (4,959 | ) | 5,238 | ||||||||
Change in other receivables | (18,888 | ) | 1,284 | 25,394 | ||||||||
Change in trade payables | 22,926 | 16,627 | (57,719 | ) | ||||||||
Change in other payables | 3,292 | (6,700 | ) | 4,543 | ||||||||
Change in Other long-term liabilities | 15,834 | - | - | |||||||||
72,039 | 6,252 | (22,544 | ) | |||||||||
Net cash provided by operating activities | 569,027 | 530,836 | 614,620 | |||||||||
Cash flows from investing activities: | ||||||||||||
Proceeds from (payment for) settlement of financial derivatives | 392 | (4,318 | ) | (4,551 | ) | |||||||
Insurance proceeds in respect of damage to fixed asset | - | - | 8,336 | |||||||||
Investment in long-term restricted deposits | (53,175 | ) | (6,000 | ) | (14,000 | ) | ||||||
Investment in fixed assets | (72,530 | ) | (48,309 | ) | (60,476 | ) | ||||||
Investment in intangible assets | (2,020 | ) | (4,738 | ) | (939 | ) | ||||||
Interest received | 1,584 | 3,046 | 4,213 | |||||||||
Net cash used in investing activities | (125,749 | ) | (60,319 | ) | (67,417 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Repayment of lease liability principal | (4,624 | ) | (4,523 | ) | (8,513 | ) | ||||||
Repayment of loans from related parties | - | - | (17,704 | ) | ||||||||
Repayment of loans from banks | (210,449 | ) | (195,359 | ) | (189,893 | ) | ||||||
Dividends and exchange rate paid | (100,000 | ) | (123,739 | ) | - | |||||||
Interest paid | (162,781 | ) | (170,003 | ) | (182,435 | ) | ||||||
Net cash used in financing activities | (477,854 | ) | (493,624 | ) | (398,545 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | (34,576 | ) | (23,107 | ) | 148,658 | |||||||
Effect of exchange rate fluctuations on cash and | ||||||||||||
cash equivalents | (10,643 | ) | 4,165 | 143 | ||||||||
Cash and cash equivalents at beginning of year | 247,079 | 266,021 | 117,220 | |||||||||
Cash and cash equivalents at end of year | 201,860 | 247,079 | 266,021 |
• | Related party as defined in International Accounting Standard (2009) 24 regarding related parties. |
• | Interested parties Within their meaning in Paragraph (1) of the definition of an “interested party” in Section 1 of the Securities Law - 1968. |
• | All references to laws, regulations, court proceedings refer to the State of Israel, unless otherwise indicated. |
C. | Licenses and legal environment |
1. | The construction of the power plant was officially designated a “National Infrastructure” Project, as defined in paragraph 1 of the Planning and Building Law-1965 by the Prime Minister, Minister of Finance and Minister of the Interior. In July 2009, the Licensing Authority of the National Planning and Construction Board for National Infrastructures approved the building permit for the establishment of a power station. (Building License No. 2-01-2008). |
2. | On December 23, 2019, the PUA published a decision regarding "Annual Electricity Rate Update 2020", which, among other things, averaged a 7.9% decrease in the production component as of January 1, 2020, and will remain in effect to the end of 2020. On December 27, 2020, the PUA published a decision regarding "Annual Electricity Rate Update 2020", which, among other things, averaged a 5.7% decrease in the production component as of January 1, 2020, and will remain in effect to the end of 2021. After the date of the report, On January 30, 2022 the PUA published a decision regarding “Electricity Rates for Customers of IEC in 2022” which in accordance the average production component will increase by about 13.5% from February 1, 2022 and will remain in effect to the end of 2022. |
• | Derivative financial instruments at fair value through profit or loss; |
• | Deferred tax liabilities |
• | Provisions |
E. | Use of estimates and judgments |
2. | Non-derivative financial liabilities |
3. | Derivative financial instruments |
4. | CPI-linked assets and liabilities that are not measured at fair value |
5. | Share capital Ordinary shares |
C. | Fixed assets |
1. | Recognition and measurement |
2. | Subsequent costs |
3. | Depreciation |
C. | Fixed assets (cont’d) |
3. | Depreciation (cont’d) |
Depreciation | ||||
rate | ||||
(percentage) | ||||
Buildings and permanent connections | 4 | |||
Turbine components | 4 or by operating hours | |||
Machinery, equipment and apparatus | mainly 4 | |||
Monitoring station | 10 | |||
Spare parts | 4 | |||
Backup diesel | upon usage | |||
Leasehold improvements | 10 |
D. | Intangible assets |
1. | Recognition and measurement |
2. | Subsequent expenditure |
3. | Amortization |
E. | Impairment |
1) | Non derivative financial assets |
2) | Non-financial assets |
I. | Revenues |
(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 goods or services that will be transferred. |
(c) | The company can identify the payment terms for the goods or services that will be transferred. |
(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); and |
(e) | It is probable that the consideration, to which the Company is entitled to in exchange for the goods or services transferred to the customer, will be collected. |
(a) | Goods or services (or a bundle of goods or services) that are distinct; or |
(b) | A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. |
J. | Taxes expanses on Income |
K. | Employee benefits |
L. | Lease |
(1) | Determining whether an arrangement contains a lease |
L. | Lease (cont’d) |
(2) | Leased assets and lease liabilities |
(3) | The lease terms |
(4) | Variable lease payments |
(5) | Depreciation of right-of-use asset |
(6) | Reassessment of lease liability |
December 31 | ||||||||
2021 | 2020 | |||||||
NIS thousands | NIS thousands | |||||||
Balance in banks | 9 | 6 | ||||||
Deposits on demand | 201,851 | 247,073 | ||||||
201,860 | 247,079 |
December 31 | ||||||||
2021 | 2020 | |||||||
NIS thousands | NIS thousands | |||||||
Trade receivables | 36,934 | 59,729 | ||||||
Income receivable | 212,253 | 238,091 | ||||||
249,187 | 297,820 | |||||||
Provision for doubtful debt | (343 | ) | (101 | ) | ||||
248,844 | 297,719 |
Note 6 - Other Receivables |
December 31 | ||||||||
2021 | 2020 | |||||||
NIS thousands | NIS thousands | |||||||
Government institutions | 826 | 3,095 | ||||||
Receivables for insurance | 20,233 | - | ||||||
Advances to suppliers | 377 | 254 | ||||||
Prepaid expenses | 18,853 | 18,052 | ||||||
40,289 | 21,401 |
Furniture | Leasehold | |||||||||||||||
Power plant | and equipment | improvements | Total | |||||||||||||
NIS thousands | ||||||||||||||||
Cost | ||||||||||||||||
Balance as at January 1, 2020 | 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 | ||||||||||||
Additions | 72,360 | 160 | 11 | 72,531 | ||||||||||||
Disposals | (27,176 | ) | - | - | (27,176 | ) | ||||||||||
Balance as at December 31, 2021 | 5,000,468 | 3,429 | 836 | 5,004,733 | ||||||||||||
Depreciation and impairment losses | ||||||||||||||||
Balance as at January 1, 2020 | 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 | ||||||||||||
Depreciation for the year | 220,569 | 250 | 85 | 220,904 | ||||||||||||
Disposals | (27,176 | ) | - | - | (27,176 | ) | ||||||||||
Balance as at December 31, 2021 | 1,622,876 | 2,805 | 586 | 1,626,267 | ||||||||||||
Carrying amounts | ||||||||||||||||
As at December 31, 2020 | 3,525,801 | 714 | 324 | 3,526,839 | ||||||||||||
As at December 31, 2021 | 3,377,592 | 624 | 250 | 3,378,466 |
Carrying amount as at December 31 | |||||||||||||||
Currency and linkage base | Effective interest | 2021 | 2020 | ||||||||||||
% | NIS thousands | NIS thousands | |||||||||||||
Loans from banks | CPI-linked | 5.1 | % | 2,637,538 | 2,803,400 | ||||||||||
Less current maturities (including | NIS | ||||||||||||||
interest as at December 31) | 280,753 | 242,098 | |||||||||||||
2,356,785 | 2,561,302 |
December 31 | ||||||||
2021 | 2020 | |||||||
NIS thousands | NIS thousands | |||||||
Open debts | 128,530 | 102,642 | ||||||
Accrued expenses | 196,002 | 206,738 | ||||||
324,532 | 309,380 |
December 31 | ||||||||
2021 | 2020 | |||||||
NIS thousands | NIS thousands | |||||||
Accrued expenses (*) | 6,067 | 2,898 | ||||||
Other payables | 1,033 | 910 | ||||||
7,100 | 3,808 | |||||||
1,554 | 1,461 |
(1) | Presented hereunder are the tax rates relevant to the Company in the years 2019-2021: |
(2) | The Company is an “Industrial Company” as defined in the Encouragement of Industry (Taxes) 1969 and accordingly is entitled to certain benefits including accelerated depreciation. |
Year ended December 31, 2021 NIS thousands | Year ended December 31, 2020 NIS thousands | Year ended December 31, 2019 NIS thousands | ||||||||||
Tax expenses for previous years | 20,466 | - | - | |||||||||
Deferred tax expense | (7,622 | ) | 29,622 | 47,873 | ||||||||
Total tax expense | 12,844 | 29,622 | 47,873 |
C. | Deferred tax liabilities and assets recognized |
Fixed assets | Provisions and other timing differences | Tax losses carried forward | Total | |||||||||||||
NIS thousands | ||||||||||||||||
Balance of deferred tax | ||||||||||||||||
asset (liability) as at | ||||||||||||||||
January 1, 2020 | (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 | ) | ||||||||||
Tax assessment (see note f below) | 344,274 | - | (344,274 | ) | - | |||||||||||
Changes recognized in the | ||||||||||||||||
profit and loss statements | 26,393 | 249 | (19,020 | ) | 7,622 | |||||||||||
Balance of deferred tax | ||||||||||||||||
asset (liability) as at | ||||||||||||||||
December 31, 2021 | (249,597 | ) | 12,356 | 44,565 | (192,676 | ) |
Year ended | Year ended | Year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2021 | 2020 | 2019 | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Profit before taxes on income | 54,570 | 128,924 | 209,197 | |||||||||
Statutory tax rate of the company | 23 | % | 23 | % | 23 | % | ||||||
Tax calculated according to the Company’s | ||||||||||||
statutory tax rate | 12,551 | 29,652 | 48,115 | |||||||||
creation of deferred taxes in respect of losses from previous years for which no deferred taxes were recorded in the past | - | - | (286 | ) | ||||||||
Non-deductible expenses and others | 293 | (30 | ) | 44 | ||||||||
Income tax expense | 12,844 | 29,622 | 47,873 |
E. | Tax losses carried forward |
F. | Tax assessments |
F. | Tax assessments (cont’d) |
A. | Commitments |
1. | Financing agreements |
1. | The Company is required to maintain a debt coverage ratio of 1.10:1 over two consecutive calculation periods, and a debt coverage ratio of 1.05:1 over the entire calculation period. |
2. | The Company is required to maintain a minimal loan life coverage ratio of 1.10:1. |
a. | Capital Injection Agreement and a Subordinated Loan Agreement |
A. | Commitments (cont’d) |
1. | Financing agreements (cont’d) |
a. | Capital Injection Agreement and a Subordinated Loan Agreement (cont’d) |
b. | Bank accounts agreement |
2. | Agreement to lease land under operating lease |
A. | Commitments (cont’d) |
3. | O&M Agreement |
4. | Gas Pipeline Agreement |
4. | Diesel Storage agreement |
A. | Commitments (cont’d) |
6. | Agreement to purchase natural gas |
A. | Commitments (cont’d) |
6. | Agreement to purchase natural gas |
7. | Agreement to sell electricity |
8. | Property tax assessments in respect of the station |
9. | Claims by Dori Energy, Zorlu, Edelcom and EAIS |
a) | Petition to Approve a Derivative Claim filed by Dori Energy and Hemi Raphael within the arbitration |
A. | Commitments (cont’d) |
9. | Claims by Dori Energy, Zorlu, Edelcom and EAIS (cont’d) |
a) | Petition to Approve a Derivative Claim filed by Dori Energy and Hemi Raphael within the arbitration (cont’d) |
b) | Third party notice from Zorlu within the arbitration |
A. | Commitments (cont’d) |
9. | Claims by Dori Energy, Zorlu, Edelcom and EAIS (cont’d) |
c) | Petition to Approve a Derivative Claim filed by Edelcom within the arbitration |
d) | Statement of Claim filed by Edelcom within the arbitration |
A. | Commitments (cont’d) |
9. | Claims by Dori Energy, Zorlu, Edelcom and EAIS (cont’d) |
e) | Statement of Claim filed by Edelcom |
f) | Zorlu motion |
10. | Faults in production units |
A. | Commitments (cont’d) |
10. | Faults in production units (cont'd) |
A. | Commitments (cont’d) |
A. | Commitments (cont’d) |
16. | Possibility to expand the station by building another power station in the area of the existing station |
17. | Virtual supplier |
B. | Bank guarantees |
1. | Fixed lien – A fixed lien and first priority mortgage and an assignment by way of lien on all the assets and rights with respect to the power plant in Ashkelon (“the Project”) and all as detailed in the mortgage deed and its appendices. |
2. | Floating lien - An unlimited first priority floating lien on all of the rights and assets of the borrower, any object and/or equipment and any other tangible or intangible asset of any type as specified in the financing agreements. |
3. | Lien on account of guarantees to third parties – a fixed lien, mortgage and assignment by way of a first priority lien, and a second priority lien on all assets and rights with respect to the account of guarantees including the funds, the securities, the documents and the notes of others of any type that will be deposited in the account from time to time, as detailed in the mortgage deed and all of its appendices. |
4. | Lien on the land of the project – A fixed lien and first priority mortgage and an assignment by way of lien on all of the rights, existing and future, of the pledger with no exceptions, per the development agreement that was signed between the pledger and the Israel Lands Administration (“ILA”) with respect to the land. |
Number of shares | ||||||||||||
December 31 | ||||||||||||
Issued and | Issued and | |||||||||||
Authorized | paid-in | paid-in | ||||||||||
2021 | 2020 | |||||||||||
Ordinary shares of NIS 1 par value | 500,000 | 10,640 | 10,640 |
For the year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
NIS thousands | ||||||||||||
Wages and related expenses | 13,490 | 13,191 | 10,835 | |||||||||
Rental and office maintenance | 2,581 | 2,310 | 2,546 | |||||||||
Profession services | 7,263 | 8,583 | 6,145 | |||||||||
Depreciation | 919 | 913 | 793 | |||||||||
Other | 8 | 30 | 155 | |||||||||
Expenses (income) doubtful debt | 241 | (101 | ) | 202 | ||||||||
24,502 | 24,926 | 20,676 |
Year ended December 31 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
NIS thousands | ||||||||||||
Financing income | ||||||||||||
Revaluation of derivatives | 3,110 | - | - | |||||||||
Interest income from bank deposits | 1,584 | 3,056 | 4,237 | |||||||||
Total financing income | 4,694 | 3,056 | 4,237 | |||||||||
Financing expenses | ||||||||||||
Revaluation of derivatives | - | 11,050 | 4,939 | |||||||||
Interest expense on bank loans | 206,328 | 132,763 | 171,962 | |||||||||
Interest expense on loans from related parties | - | - | 838 | |||||||||
Net foreign exchange loss | 8,768 | 11,228 | 11,935 | |||||||||
Bank commissions | 1,030 | 645 | 972 | |||||||||
Lease financing expenses | 1,484 | 1,546 | 1,631 | |||||||||
Other financing expenses | 1,403 | 196 | 604 | |||||||||
Total financing expenses | 219,013 | 157,428 | 192,881 | |||||||||
Net financing expenses | 214,319 | 154,372 | 188,644 |
A. | Overview |
● | Credit risk |
● | Liquidity risk |
● | Market risk |
December 31 | ||||||||
2021 | 2020 | |||||||
NIS thousands | ||||||||
Derivatives presented under current liability | ||||||||
Forward exchange contracts used for economic hedge | (268 | ) | (2,993 | ) |
B. | Risk management framework |
C. | Credit Risk |
D. | Liquidity risk |
D. | Liquidity risk (cont’d) |
December 31, 2021 | ||||||||||||||||||||||||||||
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 | 324,532 | 324,532 | 324,532 | - | - | - | - | |||||||||||||||||||||
Other payables | 6,067 | 6,067 | 6,067 | - | - | - | - | |||||||||||||||||||||
Loans from banks | 2,637,538 | 3,162,681 | 211,102 | 170,088 | 355,211 | 1,011,752 | 1,414,528 | |||||||||||||||||||||
2,968,137 | 3,493,280 | 541,701 | 170,088 | 355,211 | 1,011,752 | 1,414,528 |
D. | Liquidity risk (cont’d) |
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 |
E. | Market risk |
E. | Market risk (Cont'd) |
(1) | Linkage and foreign currency risk |
(a) | The exposure to linkage and foreign currency risk |
December 31, 2021 | ||||||||||||||||||||
Non-financial | Unlinked | CPI-linked | US Dollar linked | Total | ||||||||||||||||
NIS thousand | ||||||||||||||||||||
Financial assets and financial | ||||||||||||||||||||
liabilities: | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | - | 151,323 | - | 50,537 | 201,860 | |||||||||||||||
Trade receivables | - | 248,844 | - | - | 248,844 | |||||||||||||||
Other receivables | 40,289 | - | - | - | 40,289 | |||||||||||||||
Non-current assets: | ||||||||||||||||||||
Restricted deposits | - | 268,317 | - | 212,159 | 480,476 | |||||||||||||||
Prepaid expenses | 33,235 | - | - | - | 33,235 | |||||||||||||||
Fixed assets | 3,378,466 | - | - | - | 3,378,466 | |||||||||||||||
Intangible assets | 6,038 | - | - | - | 6,038 | |||||||||||||||
Right of use assets | 57,530 | - | - | - | 57,530 | |||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current maturities of loans | ||||||||||||||||||||
from banks | - | - | 280,753 | - | 280,753 | |||||||||||||||
Current maturities of | ||||||||||||||||||||
lease liabilities | - | - | 4,622 | - | 4,622 | |||||||||||||||
Trade payables | - | 280,211 | - | 44,321 | 324,532 | |||||||||||||||
Current tax liabilities | 21,795 | - | - | - | 21,795 | |||||||||||||||
Other accounts payable | 7,100 | - | - | - | 7,100 | |||||||||||||||
Financial derivatives | - | - | - | 268 | 268 | |||||||||||||||
Non-current liabilities: | ||||||||||||||||||||
Loans from banks | - | - | 2,356,785 | - | 2,356,785 | |||||||||||||||
Long-term lease liabilities | 15,834 | - | - | - | 15,834 | |||||||||||||||
Provisions for dismantling | - | - | 48,871 | - | 48,871 | |||||||||||||||
and restoration | 50,000 | - | - | - | 50,000 | |||||||||||||||
Deferred tax liabilities | ||||||||||||||||||||
Liabilities for employee | 192,676 | - | - | - | 192,676 | |||||||||||||||
benefits, net | 160 | - | - | - | 160 | |||||||||||||||
Total exposure in statement | ||||||||||||||||||||
of financial position | ||||||||||||||||||||
in respect of financial assets | ||||||||||||||||||||
and financial liabilities | 3,227,993 | 388,273 | (2,691,031 | ) | 218,107 | 1,143,342 |
E. | Market risk (cont’d) |
(1) | Linkage and foreign currency risks (cont’d) |
(a) | The exposure to linkage and foreign currency risk (cont’d) |
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 |
E. | Market risk (cont’d) |
(1) | Linkage and foreign currency risks (cont’d) |
(a) | The exposure to linkage and foreign currency risk (cont’d) |
December 31, 2021 | ||||||||||||||||||||
Currency/ linkage receivable | Currency/ linkage payable | Principal amount in $ millions | Dates range of expiration | Fair value | ||||||||||||||||
NIS thousands | ||||||||||||||||||||
Instruments used | ||||||||||||||||||||
Economic Hedge: | ||||||||||||||||||||
Forward foreign | 31.01.2022 | |||||||||||||||||||
currency contracts | US dollars | NIS | 34 | 31.12.2022 | (268 | ) |
December 31, 2020 | ||||||||||||||||||||
Currency/ | Currency/ | Principal | Dates | |||||||||||||||||
linkage | linkage | amount in | 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 | ) |
(b) | Sensitivity analysis |
December 31, 2021 | December 31, 2020 | |||||||||||||||
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) | 13,135 | (13,135 | ) | 23,200 | (23,200 | ) | ||||||||||
10% in the U.S. dollar (1) | 26,270 | (26,270 | ) | 45,684 | (45,684 | ) | ||||||||||
1% change in CPI (2) | (26,375 | ) | 26,375 | (28,034 | ) | 28,034 | ||||||||||
2% change in CPI (2) | (52,751 | ) | 52,751 | (56,068 | ) | 56,068 |
(1) | The sensitivity derives mainly from balances of cash, restricted deposits, derivatives and balances of trade and other payables in foreign currency. |
F. | Fair value |
(1) | Fair values versus carrying amounts |
December 31 | ||||||||||||||||
2021 | 2020 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
amount | value | amount | value | |||||||||||||
NIS thousands | NIS thousands | NIS thousands | NIS thousands | |||||||||||||
Long-term loans from banks (*) | 2,637,538 | 2,728,343 | 2,803,400 | 2,970,255 |
(*) | Including current maturities. |
(2) | Interest rates used for determining fair value |
December 31 | ||||||||
2021 | 2020 | |||||||
% | % | |||||||
Long-term loans from banks | 3.3 | % | 3.3 | % |
● | Level 1: quoted prices (unadjusted) in active markets for identical instruments |
● | 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). |
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 | - | (268 | ) | - | (268 | ) |
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 | ) |
(1) | Land |
(2) | Offices |
(1) | Information regarding material lease agreements |
(a) | The Company leases land from EAIS for a period of 25 years during which the Company established a power station. The contractual period ends on May 20, 2039. The total liability for the lease and the right of use assets recognized in the statement of financial position as of December 31, 2021, for the lease was approximately NIS 52,893 thousand and NIS 56,972 thousand respectively. |
(b) | The Company leases offices from Africa Israel for a period of 5 years with extension options for another 6 years, the ending date for the extension periods is December 8, 2022. The Company is in an option period to extend the agreement, under the same conditions as the original agreement. The total liability for the lease and the right of use assets recognized in the statement of financial position as of December 31, 2021, for the lease of the offices is approximately NIS 600 thousand and approximately NIS 558 thousand respectively. |
(2) | Right-of-use assets |
(a) | Composition and changes |
Land * | offices | Total | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
Balance as at January 1, | ||||||||||||
2020 | 62,453 | 1,708 | 64,161 | |||||||||
Depreciation on right-of- | ||||||||||||
use assets | 3,238 | 578 | 3,816 | |||||||||
Index on right-of-use assets | 224 | 8 | 232 | |||||||||
Balance as at January 1, | ||||||||||||
2021 | 58,991 | 1,122 | 60,113 | |||||||||
Depreciation on right-of- | ||||||||||||
use assets | 3,231 | 585 | 3,816 | |||||||||
Index on right-of-use assets | (1,212 | ) | (21 | ) | (1,233 | ) | ||||||
Balance as at December | ||||||||||||
31, 2021 | 56,972 | 558 | 57,530 |
* The balance of land includes the classification of prepayment of lease payments, see above in Note 17 (1) a. |
(3) | Lease liability |
December 31, 2021 | ||||
NIS thousands | ||||
Less than one year | 4,622 | |||
One to five years | 20,167 | |||
More than five years | 28,704 | |||
Total | 53,493 | |||
Current maturities of lease liability | 4,622 | |||
Long-term lease liability | 48,871 | |||
Total | 53,493 |
(4) | Additional information on leases |
Year ended December 31, 2021 | Year ended December 31, 2020 | Year ended December 31, 2019 | ||||||||||
NIS thousands | NIS thousands | NIS thousands | ||||||||||
(a) Amounts recognized in profit or loss | ||||||||||||
Interest expenses on lease liability | 1,484 | 1,546 | 1,631 |
Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||
NIS thousands | NIS thousands | |||||||
(a) Amounts recognized in the statement of cash flows | ||||||||
Cash outflow for leases | 4,624 | 4,523 |
Year ended December 31 | December 31 | |||||||||||||||||||||
2021 | 2020 | 2019 | 2021 | 2020 | ||||||||||||||||||
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 | 178,770 | 170,765 | 163,152 | 26,772 | 5,805 | ||||||||||||||||
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. | 3,336 | 3,310 | 3,326 | - | - | ||||||||||||||||
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 | - | - | ||||||||||||||||
Parties having significant influence | The Company entered into a lease agreement of the land for the power plant (see Note 12A(2)). | 4,019 | 4,056 | 3,951 | - | - | ||||||||||||||||
Related Companies | The Company has several agreements with related companies for the sale of electricity. | - | - | 4,697 | - | - | ||||||||||||||||
Related Party | The Company engage with Ramat Negev Energy for purchase electricity and gas. | 1,838 | 1,594 | 1,877 | - | - | ||||||||||||||||
Key management personnel | Salary and benefits for the company Key management personnel | 5,446 | 5,621 | 4,865 | 1,964 | 1,815 |
Number | Description |
101.INS** | XBRL Instance Document |
101.SCH** | XBRL Taxonomy Extension Schema Document |
101.CAL** | XBRL Taxonomy Calculation Linkbase Document |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB** | XBRL Taxonomy Label Linkbase Document |
101.PRE** | XBRL Taxonomy Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | The original language version is on file with the Registrant and is available upon request. |
** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
(1) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2012 and incorporated by reference herein. |
(2) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2018 and incorporated by reference herein. |
(3) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2011 and incorporated by reference herein. |
(4) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2019 and incorporated by reference herein. |
(5) | Included in the Registrant’s Form 6-K dated May 17, 2018 and incorporated by reference herein. |
(6) | Included in the Registrant’s Form 6-K dated October 14, 2005 and incorporated by reference herein. |
(7) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2010 and incorporated by reference herein. |
(8) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2013 and incorporated by reference herein. |
(9) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2014 and incorporated by reference herein. |
(10) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2017 and incorporated by reference herein. |
(11) | Included in the Registrant’s Form 6-K dated September 25, 2019 and incorporated by reference herein. |
(12) | Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2020 and incorporated by reference herein. |
(13) | Included in the Registrant’s Form 6-K dated July 1, 2021 and incorporated by reference herein. |