Financial Instruments | Note 21 - Financial Instruments A. Overview The Compan y has exposure to the following risks from its use of financial instruments: ● Credit risk ● Liquidity risk ● Market risk This note presents quantitative and qualitative information about the Company’s exposure to each of the above risks, and the Company’s objectives, policies and processes for measuring and managing risk. In order to manage these risks a For the year ended December 2023 2022 € in thousands Derivatives presented under current assets Swap contracts 275 273 275 273 Derivatives presented under non-current assets Swap contracts 607 1,488 Financial power swap 10,341 - 10,948 1,488 Derivatives presented under current liabilities Financial power swap (4,643 ) (33,183 ) (4,643 ) (33,183 ) Derivatives presented under non-current liabilities Financial power swap - (28,354 ) - (28,354 ) The following table sets forth the details of the Company’s financial power swap and swap contracts with banking institutions: December 31, 2023 Currency/ Currency/ linkage/interest linkage/interest Date of Fair value receivable Payable expiration thousand Euro 17.6 million interest swap transaction for a period of 18 years, semi-annually. Euribor 6 months Fixed 1% December 20, 2037 882 Financial power swap- electricity price swap fixed for float Electricity price in Spain Fixed price September 30, 2030 5,698 B. Risk management framework The Company’s management and board of directors have overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management of standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Company’s Audit Committee oversees how management monitors compliance with the Company’s risk management policies, procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company’s Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. C. Credit Risk As at December 31, 2023, the Company does not have any significant concentration of credit risk. Cash and short-term deposits As at December 31, 2023 and 2022, the Company had cash and cash equivalents in the amount of €51,127 thousand and €46,458 thousand, respectively. The Company’s cash and cash equivalents are deposited with financial institutions that received a credit rating (international rating scale). See also Note 4. Restricted cash As at December 31, 2023 and 2022, the Company had a balance of current restricted cash in an amount of €810 thousand and €900 thousand, respectively, and a balance of non-current restricted cash of €17,386 thousand and €20,192 thousand, respectively. See also Note 5. Trade and other receivables As at December 31, 2023 and 2022, the Company had a balance of trade receivables of €205 thousand and €420 thousand, respectively. This balance mainly refers to the sale of green certificates from the activity in the Netherland due within 30 days from issuance. In 2022, the balance mostly referred to sale of electricity to the IEC for the PV Plant located in Israel and is due in 30 days. This balance is classified as assets of disposal groups held for sale in 2023. As at December 31, 2023 and 2022, the Company had a balance of revenue receivables of €1,013 thousand and €1,062 thousand, respectively. This balance refers to amounts to be paid mainly from the facilities in the Netherlands. The revenue receivables are from gas sold in market price in the Netherlands due within 60 days and the sale of green certificates within 60 days. The Company’s management closely monitors the economic and political environment in which it operates. As per the Company’s management estimations, there are no significant credit risks assigned to the trade receivables and income receivables as these amounts are due by governmental agencies or by established companies that pay on a weekly or monthly basis. As at December 31, 2023 and 2022, the Company had a balance of government authorities’ receivables of €4,851 thousand and €3,752 thousand, respectively. This balance refers to VAT receivables in Spain, Italy, Israel and the Netherlands. D. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. As of December 31, 2023, the Company had a working capital of approximately €5,199 thousand. The cash surpluses held by Company that are not required for financing their current activity, are invested in interest-bearing investment channels such as short-term deposits. These investment channels are chosen by the Company’ managements based on future forecasts of the cash the Company will require in order to meet their liabilities. Cash flow forecasts are determined on both an individual company basis and a consolidated basis. The Company examines current forecasts of its liquidity requirements so as to make certain that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits and is in compliance with its financial covenants. These forecasts take into consideration matters such as the Company’s plan to use debt for financing its activity, compliance with required financial covenants, compliance with certain liquidity ratios, and compliance with external requirements such as laws or regulation. The Company has contractual commitments due to debentures issued, financing agreements and EPC and O&M agreements of its subsidiaries in Spain, Italy, the Netherlands, USA and Israel. See also Note 6, Note 11 and Note 12. The following are the contractual maturities of financial liabilities at undiscounted amounts and based on the spot rates at the reporting date, including estimated interest payments. This disclosure excludes the impact of netting agreements: December 31, 2023 Carrying Contractual Less than More than amount cash flows 1 year 2-3 years 4-5 years 5 years € in thousands Non-derivative financial liabilities Long-term loans, including current maturities 281,938 375,334 21,883 41,743 59,691 252,017 Debentures 140,087 158,051 41,100 72,088 30,738 14,125 Lease liabilities 24,380 47,011 1,916 3,895 3,903 37,297 Trade payables, other accounts payable and Other long-term liabilities 14,496 14,496 13,703 793 - - 460,901 594,892 78,602 118,519 94,332 303,439 December 31, 2022 Carrying Contractual Less than More than amount cash flows 1 year 2-3 years 4-5 years 5 years € in thousands Non-derivative financial liabilities Long term loans, including current maturities 273,863 363,553 30,392 42,547 43,381 247,233 Debentures 110,428 141,140 22,878 62,710 55,552 - Lease liabilities 22,750 35,911 1,630 3,233 3,194 27,854 Trade payables, other accounts payable and Other long-term liabilities 15,144 15,144 13,518 813 813 - 422,185 555,748 68,418 109,303 102,940 275,087 Derivative finance liabilities Financial power swap 61,537 61,537 33,183 26,424 (2,666 ) 4,596 E. Market risk Market risk is the risk that changes in market prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The principal risks that the Company faces, as assessed by management, are as follows: a change in the regulation applicable to the area of activity, a change in the electricity prices or the tariffs as approved by the relevant electricity authorities in the countries in which the Company operates, changes in the situation of the electricity and gas market, political and security events. The Company uses hedging instruments in an attempt to manage interest rate, currency and other market-related risks. The majority of the Company’s derivative contracts are OTC derivatives, i.e., derivative contracts that are not transacted on an exchange. These derivatives are entered into under ISDA Master Agreements. If counterparty defaults on these contracts, the underlying exposure would no longer be effectively hedged, which could result in losses. Disruptions such as market crises and economic recessions may put a strain on the availability and effectiveness of hedging instruments. For example, although the Company estimates the expected transition away from Euribor, as addressed by the Amendments to IAS 39, Financial Instruments, Interest Rate Benchmark Reform – Phase 2, not to have a material effect on the Company,’s financial statements, similar benchmark rates may have a different impact on the hedged item and the hedging instrument, which could cause some of the Company hedge to become ineffective, resulting in potential losses. (1) Foreign currency risk As a result of the Company’s operations and presentation currency, the Company is exposed to the impact of exchange rate fluctuations of the Euro/USD and NIS/Euro on the Company’s balance sheet and profit and loss. The Company holds cash and cash equivalents, short-term deposits, and restricted cash in various currencies, including Euro, USD and NIS. The Company’s holdings in its European PV Plants and projects under development are denominated in Euro, its holdings in projects under development in the US are denominated in USD and its holdings in its Israeli PV Plant, projects under development and indirect holdings in Dorad are denominated in NIS. The Company believes that the composition of its assets and liabilities, which are denominated in USD, Euro and NIS, sufficiently mitigates a substantial portion of its foreign currency risk. (a) The exposure to linkage and foreign currency risk The Company’s exposure to linkage and foreign currency risk was as follow: December 31, 2023 Non-monetary/ NIS (*) USD EURO Total € in thousands Current assets: Cash and cash equivalents - 34,990 4,199 11,938 51,127 Short term deposits - 997 - - 997 Restricted cash - - - 810 810 Intangible asset from green certificates 553 - - - 553 Trade and other receivables 2,584 2,660 - 6,748 11,992 Assets of disposal groups classified as held for sale 28,297 - - - 28,297 Non-current assets: Investments in equity accounted investees 31,772 - - - 31,772 Advances on account of investments 898 - - - 898 Fixed assets 407,982 - - - 407,982 Right-of-use asset 30,967 - - - 30,967 Restricted cash and deposits - 3,558 - 13,828 17,386 Deferred tax 8,677 - - - 8,677 Long term receivables 9,350 1,096 - - 10,446 Derivatives - - - 10,948 10,948 Current liabilities: Current maturities of long-term bank loans - - - (9,784 ) (9,784 ) Current maturities of long-term loans - - - (5,000 ) (5,000 ) Current maturities of debentures - (35,200 ) - - (35,200 ) Trade payables - (832 ) (154 ) (4,263 ) (5,249 ) Other payables (553 ) (9,445 ) - (861 ) (10,859 ) Current maturities of derivatives - - - (4,643 ) (4,643 ) Current maturities of lease liabilities - (105 ) (10 ) (585 ) (700 ) Liabilities of disposal groups classified as held for sale (17,142 ) - - - (17,142 ) Non-current liabilities: Long-term lease liabilities - (3,176 ) (2,150 ) (18,354 ) (23,680 ) Long-term loans - (69,685 ) - (168,096 ) (237,781 ) Other long-term bank loans - (8,452 ) - (20,921 ) (29,373 ) Debentures - (104,887 ) - - (104,887 ) Deferred tax (2,516 ) - - - (2,516 ) Other long-term liabilities - (939 ) - - (939 ) Total exposure in statement of financial position in respect of financial assets and financial liabilities 500,869 (189,420 ) 1,885 (188,235 ) 125,099 December 31, 2022 Non-monetary/ NIS (*) USD EURO Total € in thousands Current assets: Cash and cash equivalents - 30,359 55 16,044 46,458 Marketable securities - - 2,836 - 2,836 Restricted cash - - - 900 900 Receivable from concession project - 1,799 - - 1,799 Trade and other receivables 2,174 4,694 16 5,798 12,682 Non-current assets: Investments in equity accounted investees 23,976 6,053 - - 30,029 Advances on account of investments 2,328 - - - 2,328 Receivable from concession project - 24,795 - - 24,795 Fixed assets 365,756 - - - 365,756 Right-of-use asset 30,020 - - - 30,020 Intangible asset 4,094 - - - 4,094 Restricted cash and deposits - 5,607 - 14,585 20,192 Deferred tax 23,510 - - - 23,510 Long term receivables 7,840 1,171 - 259 9,270 Derivatives - - - 1,488 1,488 Current liabilities: Current maturities of long-term bank loans - (2,091 ) - (10,724 ) (12,815 ) Current maturities of long-term loans - - - (10,000 ) (10,000 ) Current maturities of debentures - (18,714 ) - - (18,714 ) Trade payables - (123 ) - (4,381 ) (4,504 ) Other payables - (6,107 ) - (5,100 ) (11,207 ) Current maturities of derivatives - - - (33,183 ) (33,183 ) Current maturities of lease liabilities - (193 ) - (552 ) (745 ) Non-current liabilities: Long-term lease liabilities - (4,740 ) - (17,265 ) (22,005 ) Long-term loans - (13,495 ) - (215,971 ) (229,466 ) Other long-term bank loans - (7,538 ) - (14,044 ) (21,582 ) Debentures - (91,714 ) - - (91,714 ) Deferred tax (6,770 ) - - - (6,770 ) Derivatives - - - (28,354 ) (28,354 ) Other long-term liabilities - (2,021 ) - - (2,021 ) Total exposure in statement of financial position in respect of financial assets and financial liabilities 452,928 (72,258 ) 2,907 (300,500 ) 83,077 (*) Including items linked to the Israeli CPI Information regarding significant exchange rates: For the year ended December 31 Rate of Rate of Change Change % Dollar % NIS 1 Euro in 2023 3.7 1.106 6.9 4.012 1 Euro in 2022 (5.8 ) 1.066 6.6 3.753 (b) Sensitivity analysis A change as at December 31 in the exchange rates of the following euro against the USD and euro against the NIS, as indicated below would have increased (decreased) equity by the amounts shown below (after tax). This analysis is based on foreign currency exchange rate that the Company considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. December 31, 2023 Increase Decrease Equity Equity € thousands Change in the exchange rate of: 5% in the USD (90 ) 99 5% in NIS (9,471 ) 9,471 December 31, 2022 Increase Increase Equity Equity € thousands Change in the exchange rate of: 5% in the USD 155 (155 ) 5% in NIS (963 ) 963 (2) Interest rate risk The Company is exposed to changes in fair value, as a result of changes in interest rate in connection with its loans and borrowings. The debt instruments of the Company bear interest at variable rates. The Company entered into various project finance agreements that are based on EURIBOR rate and on the Bank of Israel interest rate and therefore it may be affected by adverse movements in interest rates. The Company utilizes interest rate swap derivatives to convert certain floating-rate debt to fixed-rate debt. The Company’s interest rate swap derivatives involve an agreement to pay a fixed-rate interest and receive a floating-rate interest, at specified intervals, calculated on an agreed notional amount that matches the amount of the original loan and paid on the same installments and maturity dates. Sensitivity analysis A change in interest rate would have increased (decreased) the profit in the financial statements by the amounts shown below: December 31, 2023 2022 Profit or loss Profit or loss € in thousands Increase of 1% 736 161 Increase of 3% 2,204 520 Decrease of 1% (734 ) (196 ) Decrease of 3% (2,201 ) (556 ) (3) Electricity market prices risk As a result of the Company’s operations in the electricity market, the Company is exposed to the impact of changes in electricity prices. In order to manage its exposure to changes in the electricity prices, in June 2018, Talasol executed the Talasol PPA. The power produced by the Talasol PV Plant is expected to be sold by Talasol in the open market for the then current market power price and the Talasol PPA is expected to hedge the risks associated with fluctuating electricity market prices by allowing Talasol to secure approximately 80% of its income for the power production included under the Talasol PPA. The hedge transaction becomes effective on Talasol requesting that the counter party fix the fixed price pursuant to the price adjustment mechanism. The Talasol PPA became effective in March 2019 and its accounting treatment is according to cash flow hedge. The fair value of the Talasol PPA 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. The valuation technique for assessing electricity future prices projections takes into consideration unobservable market data and complex pricing models. In 2021, Talasol deposited €10 million in Talasol’s bank account as security for a letter of credit to the PPA provider. This security fund is reduced by 10% every year, up to a minimum amount of €3.5 million, which will be released at the expiration of the PPA. F. Fair value (1) Fair values versus carrying amounts The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, other accounts receivables, pledged deposits, financial derivatives credit from banks and trade payables and other accounts payables are the same or proximate to their fair value. The fair values of the other financial liabilities, together with the carrying amounts shown in the statement of financial position, are as follows: December 31, 2023 Fair value Valuation techniques Inputs used to Carrying for determining determine amount Level 1 Level 2 Level 3 fair value fair value € in thousands Non-current liabilities: Debentures 140,087 134,464 - - Loans from banks and others (including current maturities) 281,938 - 231,057 - Discounting future cash flows by the market interest rate on the date of measurement. See Note 21F(2) 422,025 134,464 231,057 - December 31, 2022 Fair value Valuation techniques Inputs used to Carrying for determining determine amount Level 1 Level 2 Level 3 fair value fair value € in thousands Non-current liabilities: Debentures 110,428 102,957 - - Loans from banks and others (including current maturities) 273,863 - 217,073 - Discounting future cash flows by the market interest rate on the date of measurement. See Note 21F(2) 384,291 102,957 217,073 - (2) Interest rates used for determining fair value The interest rates used to discount estimated cash flows, when applicable, are based on the government yield curve at the reporting date plus an adequate credit spread, and were as follows: December 31, 2023 2022 % Non-current liabilities: Loans from banks Discount rate of Euribor+ 2% with a zero floor Discount rate of Euribor+ 2% with a zero floor Loans from banks fixed rate for several years 3.1%-6% Linkage to Euribor fixed rate for 5 years 2.65%-4.5% Linkage to Euribor Loans from banks 2.58%-4.78% Linkage to Consumer price index in Israel 2.58% Linkage to Israeli CPI Loans from banks Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%. Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%. Loans from banks fixed rate of 2.58%-3.03% fixed rate 2.58%-3.03% Loans from others Euribor+ 5.27% Euribor+ 5.27% Loans from others 7% Linkage to Consumer price index in Israel and fixed rate of 5.5% 7% Linkage to Israeli CPI and fixed rate of 5.5% (3) Fair values hierarchy The financial instruments presented at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of data used in the measurement: 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). December 31, 2023 Level 1 Level 2 Level 3 Total Valuation techniques for € in thousands determining fair value Swap contracts - 882 - 882 Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. Financial power swap - - 5,698 5,698 Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. December 31, 2022 Level 1 Level 2 Level 3 Total Valuation techniques for € in thousands determining fair value Marketable securities 2,836 - - 2,836 Market price. Swap contracts - 1,761 - 1,761 Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. Financial power swap - - (61,537 ) (61,537 ) Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. (4) Level 3 financial instruments carried at fair value The table hereunder presents reconciliation from the beginning balance to the ending balance of financial instruments carried at fair value in level 3 of the fair value hierarchy: Financial assets Dori Energy loan € in thousands Balance as at January 1, 2022 (20,894 ) Total income recognized in profit or loss 49,679 * Total income recognized in other comprehensive income (90,322 )* Balance as at December 31, 2022 (61,537 ) Total income recognized in profit or loss 13,777 Total income recognized in other comprehensive income 53,548 Balance as at December 31, 2023 5,698 * Reclassified |