UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of November 2023
 
Commission File Number: 001-41613
 
Enlight Renewable Energy Ltd.
(Translation of registrant’s name into English)

13 Amal St., Afek Industrial Park
Rosh Ha’ayin, Israel
+ 972 (3) 900-8700
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒            Form 40-F
 


EXPLANATORY NOTE

On November 20, 2023, Enlight Renewable Energy Ltd. (the “Company”) issued a press release titled: "Enlight Renewable Energy Reports Third-Quarter 2023 Financial Results". A copy of the press release, as well as supplemental appendices containing further information regarding the Company’s financial results for the nine-month period ended September 30, 2023 and other operational updates, is furnished as Exhibit 99.1 herewith.

Incorporation by Reference

Other than as indicated below, the information in this Form 6-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The IFRS financial information contained in the (i) consolidated statements of financial position, (ii) consolidated statements of income and (iii) consolidated statements of cash flows included in the press release attached as Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-271297).



EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

Exhibit No.
Exhibit Description





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Enlight Renewable Energy Ltd.
     
Date: November 20, 2023
By:
/s/ Nir Yehuda
   
Nir Yehuda
   
Chief Financial Officer









Exhibit 99.1
     

Press Release
 
ENLIGHT RENEWABLE ENERGY REPORTS
THIRD QUARTER 2023 FINANCIAL RESULTS
 
All of the amounts disclosed in this press release are in U.S. dollars unless otherwise noted
 
TEL AVIV, ISRAEL, November 20, 2023 – Enlight Renewable Energy Ltd. (NASDAQ: ENLT, TASE: ENLT) today reported financial results for the third quarter ended September 30, 2023.
 
The Company’s quarterly earnings materials and a link to the earnings webcast, which will be held today at 8:00 AM ET, may be found on the investor relations section of Enlight’s website at https://enlightenergy.co.il/data/financial-reports/
 
Financial Highlights
 
3 months ending September 30, 2023
 
Reaffirming full year 2023 guidance
 
Revenue of $58m, up 3% year over year
 
Net income of $26m, up 35% year over year
 
Adjusted EBITDA* of $47m, up 32% year over year.
 
Cash flow from operation of $31m, up 57% year over year.
 
9 months ending September 30, 2023
 
Revenue of $182m, up 39% year over year.
 
Net income of $82m, up 201% year over year
 
Adjusted EBITDA* of $142m, up 64% year over year
 
Cash flow from operation of $126m, up 135% year over year.
 
Business Developments
 
Access to Capital
 
Definitive documentation finalized for project finance on the solar portion of Project Atrisco (U.S.) and the Solar + Storage cluster (Israel). Both transactions amount to over $500m, and are expected to close in the coming weeks. Upon financial close, we expect more than $300m of excess equity to be recycled back to the Company.
 
Raised NIS 319m through an unsecured bond issuance in Israel at a 5.8% effective yield
 
Divested several non-core projects for $19m
 


Third Quarter Portfolio Updates
 
2023 project plan achieved with a total of 1.8 GW of generation now operational; 256 MW and 90 MWh reached COD since last quarter’s earnings report
 
Expanded the Mature Project portfolio by 530 MW and 1.3 GWh, largely through the addition of Country Acres and Quail Ranch, two projects in the Western U.S.
 
CO Bar cluster (1.2 GW and 0.8 GWh) expected to be delayed to 2026 COD driven by interconnection queue reform initiated by the Arizona regulator; Roadrunner and Quail Ranch to be accelerated to 2025 COD (414 MW and 1.34 GWh)
 
Executed 683 MW and 1.3 GWh of PPAs at attractive prices
 
“Our third quarter results demonstrate continued year over year growth in profitability, as characterized by our Net Income and Adjusted EBITDA. Moreover, we continue to see robust project returns, accelerated portfolio growth, and deep access to capital, despite the higher interest rate environment,” said Gilad Yavetz, CEO of Enlight Renewable Energy.
 
“We are uniquely positioned with our interconnection advantage to build large scale projects for utilities which urgently need power. This is enabling us to push PPA pricing higher, through the 1.8 GW of amendments secured in the last 18 months at an average price increase of 25%, and our newly signed PPAs. At the same time, our flexible procurement agreements have enabled us to capture the value of rapidly declining solar panel and battery prices. Declining project costs coupled with higher priced PPAs are pushing returns higher.”
 
“At the same time, we are continuing to convert our development projects into Mature Projects, including the 530 MW and 1.3 GWh we added to the Mature Portfolio this quarter. While Project CO Bar is now expected to be delayed to 2026, we have been able to accelerate some of our other major projects to 2025, while continuing to build the backlog for 2026 and beyond. Moreover, we continue to progress with our stated financing strategy. We are in the very final stages of securing more than $500m of project finance between Atrisco Solar and Israel Solar + Storage. When these transactions close, we expect more than $300m of equity to be recycled back to Enlight. Combined with cash on hand and cash flow from operational projects, we expect to have sufficient equity to reach up to 4.6 GW and 3.6 GWh of operational projects, extending out into 2026 CODs.”
 
“Finally, over a month ago Israel was attacked and now finds itself in a state of war. Despite this, Enlight continues to operate with minimal disruption. I am extremely proud of our employees’ focus and determination given the challenging environment. Our operational projects in Israel are currently producing power without impact, while the globally diversified nature of our portfolio between the United States, Europe and Israel continues to be a source of strength for our company.”


Overview of Financial and Operating Results: Revenue
 
In the third quarter of 2023, the Company’s revenues increased to $58m, up from $56m last year, a growth rate of 3% year over year. The Company benefited from the revenue contribution of new operational projects and inflation indexation embedded in PPAs for already operational projects. This was largely offset by a decline in revenues at Gecama year over year, driven by lower electricity prices relative to the prices observed in the same quarter last year.
 
($ thousands)
For the three months period ended
For the nine months period ended
Segment
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Israel
17,192
17,768
46,949
40,453
Central-Eastern Europe
17,160
14,553
61,497
52,499
Western Europe
20,010
21,689
65,204
31,285
USA
1,965
-
1,965
-
Management and Construction
1,992
2,354
6,262
7,066
Total Revenues
58,319
56,364
181,876
131,303

Since the third quarter of last year, 544 MW and 81 MWh of projects started selling electricity, including Björnberget in Sweden, Apex Solar in the U.S., ACDC in Hungary, and several small solar and storage projects in Israel. These projects collectively contributed $8m of revenue during the third quarter of 2023. The biggest contributor was Björnberget ($5m), which is now operating at full production. The Company also benefited from inflation indexation embedded in its PPAs, which contributed an additional $3m of revenue during the quarter. This reflected an average indexation of 7.2% across 592 MW of PPAs for projects that have been operational for a full year.  There was no material net FX impact on the Company’s revenues this quarter. Gecama revenues fell year over year by 38% ($8m year over year), driven by lower power prices relative to last year’s peak electricity pricing. During the third quarter last year we sold electricity at Gecama at EUR 135 per MWh versus EUR 81 MWh for the same period this year.
 
Financial performance was well-balanced between Western Europe, Central-Eastern Europe (“CEE”) and Israel, with 60% of revenues in the third quarter of 2023 denominated in Euros, 6% in US Dollars, 4% in another European currency, and 30% denominated in Israeli shekel.
 
In addition to the above, the Company sold $5m of electricity in projects treated as financial assets in the third quarter. Under IFRS this revenue is accounted for as financing income or other non-P&L metrics.
 
Net Income
 
In the third quarter of 2023, the Company’s net income increased to $26m, a growth rate of 35% year over year. There was a non-cash benefit of $8m this quarter attributed to the mark to market of interest rate hedges the Company entered into ahead of the financial close process at Atrisco. Enlight utilizes such hedges as a way to reduce interest rate risk ahead of securing project finance. The residual change in net income was driven by a reduction in the expectation for earnout payments linked to the acquisition of Clenera of $12m, compared to a $18m reduction during the same period in 2022, and gains recognized on project divestitures of $8m.

 
Adjusted EBITDA*
 
In the third quarter of 2023, the Company’s Adjusted EBITDA grew by 32% to $47m compared to $36m for the same period in 2022.  The increase was driven by the same factors which affected our revenue increase; gains recognized from project divestures; and the final instalment of compensation payments from Siemens Gamesa linked to the delay in reaching full production at Björnberget.  We recognized $2m of compensatory payments from Siemens during the quarter. With respect to divestures, the Company sold its 10% stake in the Faraday solar project (683 MW), a pre-NTP (notice to proceed) development project in the U.S. for $190,000 per MW. We recognized a gain of $3m in the third quarter and expect to recognize an additional gain of $2m in the fourth quarter. Similarly, the Company sold 50% of several small operational projects in Israel (25 MW) for $465,000 per MW, recognizing a gain in the third quarter of $5m. These gains were offset by a $1m increase in overhead.
 
Portfolio Overview1
 
Key changes to the Company’s project portfolio during the third quarter of 2023:
Operational portfolio grew by 256 MW and 90 MWh, including Genesis Wind (207MW) and two projects which reached COD within the Solar & Storage cluster in Israel
 
Mature Project portfolio grew by 530 MW and 1,300 MWh, largely driven by Country Acres and Quail Ranch. These two projects have both signed PPAs and interconnection agreements.
 



1
As of November 20, 2023


United States
 
Project fundamentals in the U.S. remain strong. During the last 18 months, Enlight amended approximately 1.8 GW of PPA contracts at an average price increase of 25%, demonstrating the high value that utilities place on Enlight’s portfolio of advanced interconnections and strategically located projects. In addition, our solar panel and battery prices are falling as indexed equipment supply agreements are delivering capex savings. Both these trends are anticipated to drive favorable returns for projects expected to reach COD between 2024 and 2026.
 
Consistent with this backdrop, we are executing our financing strategy by recycling invested capital from Mature Projects back to Enlight. We have finalized definitive documentation with lenders for debt and tax equity of more than $300m at the solar portion of Atrisco (364 MW). Upon closing, which is expected imminently, excess equity of more than $200m will be recycled back to Enlight. We also divested our 10% holding of the Faraday project for $13m.
 
Since our last report, Enlight has continued to enlarge its U.S. portfolio. We added 556 MW and 1,228 MWh to our Mature Portfolio. The growth was primarily driven by the addition of Country Acres in November 2023 and Quail Ranch in October 2023, two combined solar and storage projects located in the Western U.S. We also expanded Roadrunner in light of greater demand from Arizona Electric Power Cooperative (AEPCO), the offtaker.
 
The Country Acres project has a capacity of 392 MW and 688 MWh and is located in northern California. We added the project to our Mature Portfolio upon signing both a PPA and interconnection agreement with the Sacramento Municipal Utility District. Enlight plans to begin construction on Country Acres in 2024 and reach COD in 2026.
 
In New Mexico, we signed a PPA with Public Service Company of New Mexico (PNM) for the Quail Ranch project, a 120 MW and 400 MWh expansion to the Atrisco project. A clear example of Enlight’s “Land & Expand” strategy, Quail Ranch is anticipated to share Atrisco’s interconnection infrastructure (which already has a signed interconnection agreement), efficiently reducing risk and increasing returns. Construction is expected to begin in 2024, with COD expected in 2025.
 
The Atrisco solar project (364 MW) is progressing well with all panels through U.S. customs or on site. We expect the solar portion of the project to reach COD during the third quarter of 2024. Construction of the storage portion of Atrisco (1.2 GWh) is progressing at a slower pace than originally planned due to supplier delays in the third quarter. We are evaluating the possibility of a change to our battery supplier in order to meet the project schedule. The Company now expects to reach COD on the storage portion of the project during the fourth quarter of 2024.
 
In Arizona, the Arizona Public Services (“APS”) recently enacted a reform of its interconnection process. The reform is being implemented pursuant to a FERC order issued in September 2023, and transitions APS’ interconnection study process from a “first-come, first-serve" approach to “first-ready, first-served". The interconnection associated with our CO Bar project (1.2 GW and 824 GWh) is governed by APS’ interconnection tariff. Although CO Bar is one of the most advanced projects in the APS queue, with its real estate, permitting, offtake, system impact study and affected systems secured, the change in the queue process is likely to delay receipt of CO Bar’s final interconnection agreement by approximately one year. This delay is anticipated to move the project’s expected COD from 2025 to 2026. Consistent with the reform’s first-ready first-served approach, Enlight is working with APS and its offtake partners to minimize the delay based on the project’s advanced status.

 
Our extensive portfolio of Mature Projects enables us to partially offset the impact of the CO Bar delay. The COD schedule for Roadrunner (294 MW and 940 MWh) is now being advanced from the first half of 2026 to the second half of 2025. We have also added Quail Ranch (120 MW and 400 MWh) with a planned COD in 2025. Both projects have signed interconnection agreements, executed PPAs, and advanced permitting in place.
 
On supply chain costs, our indexed supply contracts in the United States have enabled us to capture falling prices for solar panels and batteries. Enlight has the right to purchase up to 2 GW of modules compliant with AD/CVD and UFLPA with delivery through 2025 at spot prices. In the first half of 2023, our project models assumed panel pricing at 36-40 cents per watt and battery container pricing at approximately $250 per KWh. Today this equipment can be acquired at less than 30 cents per watt and under $180 per KWh.
 
Europe
 
The Company made progress on its European portfolio during the quarter. The Company achieved an offtake agreement for Pupin, a 94 MW wind project in Serbia. The arrangement will be structured through a “Contract for Differences” mechanism for 15 years with the state-owned utility Elektroprivreda Srbije, which will secure a base rate of EUR 68.88 per MWh for 72% of the project’s output, linked to Eurostat's Consumer Price Index. The remainder of the electricity produced will be sold on a merchant basis. Pupin is located adjacent to Blacksmith, our existing operational asset in Serbia, and both projects leverage the same interconnection point under our “Land and Expand” strategy.
 
On the development front, Gecama Solar (Spain), a 225 MW solar and 200 MWh storage project, is in final discussions with environmental authorities to secure its environmental permit, the site’s last major development milestone. Start of construction has now been pushed into H1 2024, with COD expected by H1 2025, a quarter delay from our expectation last quarter.
 
Within the Company’s operational portfolio in Europe, wind speeds during the third quarter were as expected. During the third quarter of 2023, Gecama (Spain) sold electricity at an average price of EUR 81 per MWh, of which 58% was hedged at EUR 67 per MWh with the remainder sold on merchant basis at EUR 100 per MWh. Windfall taxes were EUR 7 per MWh. Merchant prices in Spain are expected to remain high through 2024. As of the end of the third quarter, the Company signed hedges comprising 64% of expected production at an average price of EUR 99 per MWh for 2024 delivery. Given the current lack of a permanent government in Spain, there is uncertainty as to whether the windfall tax regime currently in place will be extended into 2024.

 
Israel
 
Genesis Wind, the largest renewable energy project in Israel totaling 207 MW, began commercial operation. Moreover, the Company continues to progress construction on the Solar + Storage project cluster, totaling 248 MW and 567 MWh of storage. Since the release of our last financial statements and until November 20, 2023 (the “Approval Date”), 49 MW and 90 MWh reached commercial operation, increasing the total operational capacity of the cluster to 72 MW and 135 MWh. Most of the remaining cluster is expected to be commercialized by the end of the first half of 2024.
 
Enlight continued to make progress on securing offtake for the Solar + Storage projects. Corporate PPAs were signed with the Israeli division of Applied Materials, BIG Shopping Centers, and other companies totaling 77 MW and 194 MWh, with negotiations ongoing with several additional offtakers. As a result of the deregulation of the electricity sector in Israel planned for the start of 2024, we are observing significant demand for renewable energy from our customers, which has in turn increased our PPA prices and the returns we expect to generate from our future projects.
 
The Company also sold a 50% stake in a 25 MW non-core project for $6m ($465,000 per MW).
 
Impact of Hostilities in Israel on Enlight’s Activities
 
On October 7, 2023, Israel was attacked by terrorist entities from the Gaza Strip, and now finds itself in a state of war. Despite this, Enlight continues to operate with minimal disruption, both in Israel and around the world.
 
With regards to Enlight’s portfolio of projects in Israel, 516 MW and 135 MWh are in operation, and 254 MW and 904 MWh are under construction / pre-construction. All operational projects are functioning without interruption and regular maintenance continues to be performed. We do expect an immaterial delay in the schedule for some of our Israeli projects under construction or pre-construction, as contractors and regulatory bodies are working at a slower pace.
 
The Company’s administrative and management teams based in Israel are fully operational at the moment, and we have put in place business continuity plans to minimize the potential impact of the conflict, including with respect to employees‘ call-up for military service.

 
Though Enlight is an Israeli-based company, most of our portfolio is located in Europe and the U.S. This global diversification provides a source of strength and commercial balance to the Company. Moreover, the relative contribution of Israel is set to fall in the coming years as new projects come online across Europe and the U.S. We provide below the current proportional representation of Israel within the Company’s overall financial performance and business structure for the nine months ended September 30, 2023:
 

Total revenues originating in Israel were $48m, representing 26% of total revenues for the period.
 

Total tangible fixed assets located in Israel amounted to $0.9bn, representing 33% of total tangible fixed assets
 

The number of employees located in Israel was 118, representing 45% of the company's total employees. We have put in business continuity plans with respect to the approximately 19% of Israel-based workers who are currently in active military service.
 
We stand fully behind staff, who, as army reservists, have been called up to serve in the Israel Defense Force. We also support the extensive community outreach and acts of goodwill that many Enlight employees have engaged in over the past weeks.
 
Project Finance Arrangements
 
Enlight is in the final stages of completing financial close for two major projects: Atrisco Solar in the U.S. and Solar+Storage cluster in Israel. Definitive documentation for the solar portion of Atrisco has been finalized for more than $300m of debt and tax equity. Completion of the transaction is expected imminently. We are also in the final steps of securing project finance for the Solar + Storage cluster in Israel, of approximately $200m. Upon closing, both these transactions combined are expected to recycle more than $300m of equity capital back to Enlight to be used to fund the Company’s future growth plans.
 
Balance Sheet
 
The Company maintains $170m of revolving credit facilities at several Israeli banks, of which $110m remain undrawn as of the end of the third quarter. These resources enhance our financial strength and provide additional flexibility to the Company as it delivers on its Mature Project portfolio.
 
($ thousands)
September 30, 2023
Cash and Cash Equivalents:
 
Enlight Renewable Energy Ltd ,Enlight EU Energies Kft and Enlight Renewable LLC, excluding subsidiaries (“Topco”)
98,367
Subsidiaries
147,173
Deposits:
 
Short term deposits
9,558
Restricted Cash:
 
Projects under construction
176,181
Reserves, including debt service, performance obligations and others
44,601
Total Cash
475,880


2023 Financial Outlook
 
Commenting on the outlook, Enlight Chief Financial Officer Nir Yehuda noted, “The Company’s financial performance during the third quarter exhibited the solid progress that characterizes our growth plan. We are therefore pleased to reaffirm our Revenue and Adjusted EBITDA guidance for 2023.”
 
Details of the 2023 outlook include:
 
Revenue between $265m and $275m
 
Adjusted EBITDA2 between $188m and $198m

Conference Call Information
 
Enlight plans to hold its Third Quarter 2023 Conference Call and Webcast on Monday, November 20, 2023 at 8:00 a.m. ET to review its financial results and business outlook. Management will deliver prepared remarks followed by a question-and-answer session. Participants can join by conference call or webcast:
 
Conference Call: Please pre-register by conference call: https://register.vevent.com/register/BI52779dbf5d764f61a8c1c4117b0b630f
 
Upon registering, you will be emailed a dial-in number, direct passcode and unique PIN.
 
Webcast:
 
Please join and register by webcast https://edge.media-server.com/mmc/p/y6yz9xyf

The press release with the financial results as well as the investor presentation materials will be accessible from the Company’s website prior to the conference call. Approximately one hour after completion of the live call, an archived version of the webcast will be available on the Company’s investor relations website at https://enlightenergy.co.il/info/investors/.


2 The section titled “Non-IFRS Financial Measures” below contains a description of Adjusted EBITDA, a non-IFRS financial measure discussed in this press release. A reconciliation between Adjusted EBITDA and Net Income, its most directly comparable IFRS financial measure, is contained in the tables below. The Company is unable to provide a reconciliation of Adjusted EBITDA to Net Income on a forward-looking basis without unreasonable effort because items that impact this IFRS financial measure are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, forward-looking depreciation and amortization, share based compensation, other income, finance income, finance expenses, share of losses of equity accounted investees and taxes on income. Such information may have a significant, and potentially unpredictable, impact on the Company’s future financial results. We note that “Adjusted EBITDA” measures that we disclosed in previous filings in Israel were not comparable to “Adjusted EBITDA” disclosed in the release and in our future filings.


Supplemental Financial and Other Information
 
We intend to announce material information to the public through the Enlight investor relations website at https://enlightenergy.co.il/info/investors, SEC filings, press releases, public conference calls, and public webcasts. We use these channels to communicate with our investors, customers, and the public about our company, our offerings, and other issues. As such, we encourage investors, the media, and others to follow the channels listed above, and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page of our website.
 
Non-IFRS Financial Measures
 
This release presents Adjusted EBITDA, a financial metric, which is provided as a complement to the results provided in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). A reconciliation of the non-IFRS financial information to the most directly comparable IFRS financial measure is provided in the accompanying tables found at the end of this release.
 
We define Adjusted EBITDA as net income (loss) plus depreciation and amortization, share based compensation, finance expenses, taxes on income and share in losses of equity accounted investees and minus finance income and non-recurring other income. Non-recurring other income for the third quarter of 2023 included income recognized in relation to the reduction of earnout we expect to pay as part of the Clenera Acquisition and other income recognized in relation to tax credits for projects in the United States. With respect to other expense (income), as part of Enlight’s strategy to accelerate growth and reduce the need for equity financing, the Company sells parts of, or entire, developed assets from time to time, and therefore includes realized gains and losses from these asset dispositions in Adjusted EBITDA. Our management believes Adjusted EBITDA is indicative of operational performance and ongoing profitability and uses Adjusted EBITDA to evaluate the operating performance and for planning and forecasting purposes.
 
Non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under IFRS. There are a number of limitations related to the use of non-IFRS financial measures versus comparable financial measures determined under IFRS. For example, other companies in our industry may calculate the non-IFRS financial measures that we use differently or may use other measures to evaluate their performance. All of these limitations could reduce the usefulness of our non-IFRS financial measures as analytical tools. Investors are encouraged to review the related IFRS financial measure, Net Income, and the reconciliations of Adjusted EBITDA provided below to Net Income and to not rely on any single financial measure to evaluate our business.

 
Special Note Regarding Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the Company’s business strategy and plans, capabilities of the Company’s project portfolio and achievement of operational objectives, market opportunity and potential growth, discussions with commercial counterparties and financing sources, progress of Company projects, including anticipated timing of related approvals and anticipated production delays, the Company’s future financial results, expected impact from various regulatory developments, expectations regarding wind production, electricity prices and windfall taxes, the potential impact of the current conflicts in Israel on our operations and financial condition and Company actions designed to mitigate such impact, and Revenue and Adjusted EBITDA guidance, the expected timing of completion of our ongoing projects, and the Company’s anticipated cash requirements and financing plans, are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” “forecasts,” “aims” or the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.
 
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our ability to site suitable land for, and otherwise source, renewable energy projects and to successfully develop and convert them into Operational Projects; availability of, and access to, interconnection facilities and transmission systems; our ability to obtain and maintain governmental and other regulatory approvals and permits, including environmental approvals and permits; construction delays, operational delays and supply chain disruptions leading to increased cost of materials required for the construction of our projects, as well as cost overruns and delays related to disputes with contractors; our suppliers’ ability and willingness to perform both existing and future obligations; competition from traditional and renewable energy companies in developing renewable energy projects; potential slowed demand for renewable energy projects and our ability to enter into new offtake contracts on acceptable terms and prices as current offtake contracts expire; offtakers’ ability to terminate contracts or seek other remedies resulting from failure of our projects to meet development, operational or performance benchmarks; various technical and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues; the dependence of our production and revenue on suitable meteorological and environmental conditions, and our ability to accurately predict such conditions; our ability to enforce warranties provided by our counterparties in the event that our projects do not perform as expected; government curtailment, energy price caps and other government actions that restrict or reduce the profitability of renewable energy production; electricity price volatility at assets with merchant exposure, unusual weather conditions (including the effects of climate change, could adversely affect wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards; our dependence on certain operational projects for a substantial portion of our cash flows; our ability to continue to grow our portfolio of projects through successful acquisitions; changes and advances in technology that impair or eliminate the competitive advantage of our projects or upsets the expectations underlying investments in our technologies; our ability to effectively anticipate and manage cost inflation, interest rate risk, currency exchange fluctuations (such as recent declines in the value of the Israeli shekel following Hamas’ attacks against Israel) and other macroeconomic conditions that impact our business; our ability to retain and attract key personnel; our ability to manage legal and regulatory compliance and litigation risk across our global corporate structure; our ability to protect our business from, and manage the impact of, cyber-attacks, disruptions and security incidents, as well as acts of terrorism or war; changes to existing renewable energy industry policies and regulations that present technical, regulatory and economic barriers to renewable energy projects; the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy; our ability to effectively manage our supply chain and comply with applicable regulations with respect to international trade relations, tariffs, sanctions, export controls and anti-bribery and anti-corruption laws; our ability to effectively comply with Environmental Health and Safety and other laws and regulations and receive and maintain all necessary licenses, permits and authorizations; our performance of various obligations under the terms of our indebtedness (and the indebtedness of our subsidiaries that we guarantee) and our ability to continue to secure project financing on attractive terms for our projects; limitations on our management rights and operational flexibility due to our use of tax equity arrangements; potential claims and disagreements with partners, investors and other counterparties that could reduce our right to cash flows generated by our projects; our ability to comply with tax laws of various jurisdictions in which we currently operate as well as the tax laws in jurisdictions in which we intend to operate in the future; the unknown effect of the dual listing of our ordinary shares on the price of our ordinary shares; various risks related to our incorporation and location in Israel, including with respect to conflicts with Hamas and other hostile groups; the costs and requirements of being a public company, including the diversion of management’s attention with respect to such requirements; certain provisions in our Articles of Association and certain applicable regulations that may delay or prevent a change of control; and other risk factors set forth in the section titled “Risk factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”), as may be updated in our other documents filed with or furnished to the SEC.
 
These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
 
About Enlight
 
Founded in 2008, Enlight develops, finances, constructs, owns, and operates utility-scale renewable energy projects. Enlight operates across the three largest renewable segments today: solar, wind and energy storage. A global platform, Enlight operates in the United States, Israel and 9 European countries. Enlight has been traded on the Tel Aviv Stock Exchange since 2010 (TASE: ENLT) and completed its U.S. IPO (Nasdaq: ENLT) in 2023.

 
Appendix 1 – Financial information
Consolidated Statements of Income

   
For the nine months ended at
September 30
   
For the three months ended at
September 30
 
   
2023
   
2022
   
2023
   
2022
 
   
USD in
   
USD in
   
USD in
   
USD in
 
   
Thousands
   
Thousands
   
Thousands
   
Thousands
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Revenues
   
181,876
     
131,303
     
58,319
     
56,364
 
Cost of sales
   
(33,356
)
   
(28,154
)
   
(12,943
)
   
(13,873
)
Depreciation and amortization
   
(42,807
)
   
(27,544
)
   
(16,846
)
   
(11,330
)
Gross profit
   
105,713
     
75,605
     
28,530
     
31,161
 
General and administrative expenses
   
(24,188
)
   
(21,774
)
   
(7,697
)
   
(7,862
)
Development expenses
   
(4,265
)
   
(4,262
)
   
(1,377
)
   
(1,609
)
Other income
   
37,959
     
18,269
     
23,225
     
17,351
 
     
9,506
     
(7,767
)
   
14,151
     
7,880
 
Operating profit
   
115,219
     
67,838
     
42,681
     
39,041
 
                                 
Finance income
   
44,380
     
19,181
     
12,118
     
5,878
 
Finance expenses
   
(51,799
)
   
(50,465
)
   
(18,368
)
   
(18,802
)
Total finance expenses, net
   
(7,419
)
   
(31,284
)
   
(6,250
)
   
(12,924
)
                                 
Profit before tax and equity loss
   
107,800
     
36,554
     
36,431
     
26,117
 
Share of losses of equity accounted investees
   
(467
)
   
(72
)
   
(99
)
   
(2
)
Profit before income taxes
   
107,333
     
36,482
     
36,332
     
26,115
 
Taxes on income
   
(25,494
)
   
(9,324
)
   
(10,200
)
   
(6,820
)
Profit for the period
   
81,839
     
27,158
     
26,132
     
19,295
 
                                 
Profit for the period attributed to:
                               
Owners of the Company
   
61,297
     
19,436
     
22,756
     
16,757
 
Non-controlling interests
   
20,542
     
7,722
     
3,376
     
2,538
 
     
81,839
     
27,158
     
26,132
     
19,295
 
Earnings per ordinary share (in USD)
                               
with a par value of NIS 0.1, attributable to
                               
owners of the parent Company:
                               
Basic earnings per share
   
0.48
     
0.20
     
0.14
     
0.17
 
Diluted earnings per share
   
0.45
     
0.20
     
0.13
     
0.17
 
Weighted average of share capital used in the
                               
 calculation of earnings:
                               
Basic per share
   
114,996,288
     
95,904,739
     
117,825,464
     
98,537,915
 
Diluted per share
   
123,284,367
     
98,569,928
     
125,866,004
     
101,150,703
 



Consolidated Statements of Financial Position as of

   
September 30
   
December 31
 
   
2023
   
2022
 
   
USD in
   
USD in
 
   
Thousands
   
Thousands
 

 
(Unaudited)
   
(Audited)
 
Assets            
             
Current assets
           
Cash and cash equivalents
   
245,540
     
193,869
 
Deposits in banks
   
9,558
     
4,054
 
Restricted cash
   
176,181
     
92,103
 
Financial assets at fair value through profit or loss
   
-
     
33,895
 
Trade receivables
   
34,795
     
39,822
 
Other receivables
   
51,501
     
36,953
 
Current maturities of contract assets
   
7,513
     
7,622
 
Current maturities of loans to investee entities
   
-
     
13,893
 
Other financial assets
   
7,053
     
1,493
 
Total current assets
   
532,141
     
423,704
 
                 
Non-current assets
               
Restricted cash
   
44,601
     
38,728
 
Other long term receivables
   
30,315
     
6,542
 
Deferred costs in respect of projects
   
238,043
     
205,575
 
Deferred borrowing costs
   
2,552
     
6,519
 
Loans to investee entities
   
48,458
     
14,184
 
Contract assets
   
87,240
     
99,152
 
Fixed assets, net
   
2,717,434
     
2,220,734
 
Intangible assets, net
   
276,538
     
279,717
 
Deferred taxes assets
   
8,443
     
4,683
 
Right-of-use asset, net
   
112,161
     
96,515
 
Financial assets at fair value through profit or loss
   
48,401
     
42,918
 
Other financial assets
   
93,405
     
94,396
 
Total non-current assets
   
3,707,591
     
3,109,663
 
                 
Total assets
   
4,239,732
     
3,533,367
 



Consolidated Statements of Financial Position as of (Cont.)

   
September 30
   
December 31
 
   
2023
   
2022
 
   
USD in
   
USD in
 
   
Thousands
   
Thousands
 

 
(Unaudited)
   
(Audited)
 
Liabilities and equity
           
             
Current liabilities
           
Credit and current maturities of loans from
 banks and other financial institutions
   
157,282
     
165,627
 
Trade payables
   
51,096
     
34,638
 
Other payables
   
125,735
     
77,864
 
Current maturities of debentures
   
24,881
     
15,832
 
Current maturities of lease liability
   
5,561
     
5,850
 
Financial liabilities through profit or loss
   
35,719
     
35,283
 
Other financial liabilities
   
83,592
     
50,255
 
Total current liabilities
   
483,866
     
385,349
 
                 
Non-current liabilities
               
Debentures
   
277,881
     
238,520
 
Other financial liabilities
   
57,368
     
-
 
Convertible debentures
   
123,106
     
131,385
 
Loans from banks and other financial institutions
   
1,494,901
     
1,419,057
 
Loans from non-controlling interests
   
88,090
     
90,908
 
Financial liabilities through profit or loss
   
28,197
     
48,068
 
Deferred taxes liabilities
   
43,897
     
14,133
 
Employee benefits
   
6,833
     
12,238
 
Lease liability
   
110,771
     
93,773
 
Other payables
   
64,142
     
-
 
Asset retirement obligation
   
49,281
     
49,902
 
Total non-current liabilities
   
2,344,467
     
2,097,984
 
                 
Total liabilities
   
2,828,333
     
2,483,333
 
                 
Equity
               
Ordinary share capital
   
3,289
     
2,827
 
Share premium
   
1,028,511
     
762,516
 
Capital reserves
   
46,573
     
30,469
 
Proceeds on account of convertible options
   
15,495
     
15,496
 
Accumulated profit (loss)
   
47,660
     
(7,214
)
Equity attributable to shareholders of the Company
   
1,141,528
     
804,094
 
Non-controlling interests
   
269,871
     
245,940
 
Total equity
   
1,411,399
     
1,050,034
 
Total liabilities and equity
   
4,239,732
     
3,533,367
 



Consolidated Statements of Cash Flows

   
For the nine months ended at
September 30
   
For the three months ended at
September 30
 
   
2023
   
2022
   
2023
   
2022
 
   
USD in
   
USD in
   
USD in
   
USD in
 
   
Thousands
   
Thousands
   
Thousands
   
Thousands
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Cash flows for operating activities
                       
Profit for the period
   
81,839
     
27,158
     
26,132
     
19,295
 
Adjustments required to present cash flows from
 operating activities (Annex A)
   
67,363
     
35,717
     
17,957
     
5,016
 
                                 
Cash from operating activities
   
149,202
     
62,875
     
44,089
     
24,311
 
Interest receipts
   
9,593
     
3,526
     
1,802
     
2,069
 
Interest paid
   
(38,073
)
   
(25,322
)
   
(15,377
)
   
(10,051
)
Income Tax paid
   
(6,989
)
   
(3,105
)
   
(4,135
)
   
(1,364
)
Repayment of contract assets
   
11,974
     
15,430
     
4,527
     
4,731
 
                                 
Net cash from operating activities
   
125,707
     
53,404
     
30,906
     
19,696
 
                                 
Cash flows for investing activities
                               
Sale (Acquisition) of consolidated entities
   
252
     
(2,053
)
   
252
     
(2,053
)
Restricted cash, net
   
(97,217
)
   
(108,076
)
   
(99,223
)
   
(35,483
)
Purchase, development, and construction of fixed
 assets
   
(565,930
)
   
(446,594
)
   
(220,639
)
   
(199,905
)
Investment in deferred costs in respect of
  projects
   
(28,849
)
   
(17,769
)
   
(14,518
)
   
(1,003
)
Proceeds from sale (purchase) of short-term  
  financial assets measured at fair value through
      profit or loss, net
   
32,601
     
166
     
32,756
     
(24
)
Changes in bank deposits
   
(5,653
)
   
(45,406
)
   
(6,103
)
   
(45,406
)
Loans provided to investee, net
   
(25,181
)
   
(16,362
)
   
(16,278
)
   
(16,362
)
Payments on account of acquisition of
 consolidated company
   
(4,806
)
   
(4,000
)
   
(3,733
)
   
(2,798
)
Investment in investee
   
(65
)
   
(2,477
)
   
-
     
(2,379
)
Purchase of long-term financial assets measured
 at fair value through profit or loss
   
(5,682
)
   
(5,667
)
   
-
     
(4,148
)
Net cash used in investing activities
   
(700,530
)
   
(648,238
)
   
(327,486
)
   
(309,561
)



Consolidated Statements of Cash Flows (Cont.)

   
For the nine months ended at
September 30
   
For the three months ended at
September 30
 
   
2023
   
2022
   
2023
   
2022
 
   
USD in
   
USD in
   
USD in
   
USD in
 
   
Thousands
   
Thousands
   
Thousands
   
Thousands
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Cash flows from financing activities
                       
Receipt of loans from banks and other financial
 institutions
   
307,478
     
385,522
     
104,936
     
172,404
 
Repayment of loans from banks and other
 financial institutions
   
(186,784
)
   
(37,181
)
   
(144,036
)
   
(13,149
)
Issuance of debentures
   
83,038
     
-
     
83,038
     
-
 
Issuance of convertible debentures
   
-
     
47,755
     
-
     
-
 
Repayment of debentures
   
(14,735
)
   
(16,620
)
   
(13,435
)
   
(16,620
)
Dividends and distributions by subsidiaries to
 non-controlling interests
   
(7,013
)
   
(2,949
)
   
(1,786
)
   
-
 
Proceeds in respect of derivative financial
 instruments
   
-
     
12,986
     
-
     
8,594
 
Proceeds from investments by tax-equity investors
   
198,774
     
-
     
198,774
     
-
 
Deferred borrowing costs
   
(1,521
)
   
(3,198
)
   
(480
)
   
(561
)
Receipt of loans from non-controlling interests
   
274
     
18,308
     
-
     
-
 
Repayment of loans from non-controlling
 interests
   
(1,485
)
   
(2,324
)
   
(822
)
   
-
 
Issuance of shares
   
266,751
     
206,625
     
116
     
137,331
 
Exercise of share options
   
6
     
3
     
6
     
3
 
Repayment of lease liability
   
(4,195
)
   
(3,556
)
   
(1,264
)
   
(841
)
Proceeds from investment in entities by non-
 controlling interest
   
5,294
     
757
     
2,615
     
-
 
                                 
Net cash from financing activities
   
645,882
     
606,128
     
227,662
     
287,161
 
                                 
Increase (Decrease) in cash and cash
  equivalents
   
71,059
     
11,294
     
(68,918
)
   
(2,704
)
                                 
Balance of cash and cash equivalents at
 beginning of period
   
193,869
     
265,933
     
320,718
     
250,553
 
                                 
Effect of exchange rate fluctuations on cash and cash equivalents
   
(19,388
)
   
(34,467
)
   
(6,260
)
   
(5,089
)
                                 
Cash and cash equivalents at end of period
   
245,540
     
242,760
     
245,540
     
242,760
 



Consolidated Statements of Cash Flows (Cont.)

   
For the nine months ended at
September 30
   
For the three months ended at
September 30
 
   
2023
   
2022
   
2023
   
2022
 
   
USD in
   
USD in
   
USD in
   
USD in
 
   
Thousands
   
Thousands
   
Thousands
   
Thousands
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Annex A - Adjustments Required to Present Cash
                       
  Flows From operating activities:
                       
                         
Income and expenses not associated with cash
                       
  flows:
                       
Depreciation and amortization
   
44,185
     
28,813
     
17,408
     
11,781
 
Finance expenses in respect of project finance
  loans
   
47,421
     
39,464
     
15,482
     
13,374
 
Finance expenses in respect of loans from non-
 controlling interests
   
1,402
     
1,009
     
665
     
559
 
Finance expenses (other income) in respect of
 contingent consideration, net
   
(17,861
)
   
(15,507
)
   
(11,558
)
   
(17,407
)
Interest income from deposits
   
(7,534
)
   
(832
)
   
(1,441
)
   
(512
)
Fair value changes of financial instruments
 measured at fair value through profit or loss
   
(1,418
)
   
(2,600
)
   
1,005
     
(3,191
)
Share-based compensation
   
4,000
     
7,533
     
1,150
     
2,423
 
Deferred taxes
   
10,163
     
4,580
     
1,499
     
3,450
 
Other income
   
(14,510
)
   
-
     
(6,600
)
   
-
 
Finance expenses in respect of lease liability
   
1,564
     
1,401
     
475
     
548
 
Finance income in respect of contract asset
   
(8,364
)
   
(14,573
)
   
(2,414
)
   
(3,142
)
Exchange rate differences and others
   
(1,726
)
   
304
     
(37
)
   
1,034
 
Interest income from loans to investees
   
(1,042
)
   
(863
)
   
(594
)
   
(324
)
Company’s share in losses of investee
 partnerships
   
467
     
72
     
99
     
2
 
Finance expenses (income) in respect of forward
  transaction
   
(10,970
)
   
3,835
     
(7,991
)
   
3,012
 
     
45,777
     
52,636
     
7,148
     
11,607
 
                                 
Changes in assets and liabilities items:
                               
Change in other receivables
   
(2,197
)
   
(4,253
)
   
3,224
     
(3,402
)
Change in trade receivables
   
4,010
     
(27,022
)
   
(6,827
)
   
(16,965
)
Change in other payables
   
19,283
     
14,892
     
13,753
     
12,945
 
Change in trade payables
   
490
     
(536
)
   
659
     
831
 
     
21,586
     
(16,919
)
   
10,809
     
(6,591
)
                                 
     
67,363
     
35,717
     
17,957
     
5,016
 



Segmental Reporting
 
   
For the nine months ended September 30, 2023
 
   
 
Israel
   
Central-Eastern Europe
   
 
Western Europe
   
 
USA
    Management and construction    
Total reportable segments
   
 
Adjustments
   
 
Total
 
   
(Unaudited)
 
   
USD in thousands
 
                                                 
External revenues
   
46,949
     
61,497
     
65,204
     
1,965
     
6,261
     
181,876
     
-
     
181,876
 
Inter-segment revenues
   
-
     
-
     
-
     
-
     
3,566
     
3,566
     
(3,566
)
   
-
 
Total revenues
   
46,949
     
61,497
     
65,204
     
1,965
     
9,827
     
185,442
     
(3,566
)
   
181,876
 
                                                                 
Segment Adjusted
                                                               
 EBITDA
   
49,218
     
51,079
     
62,124
     
1,977
     
2,452
     
166,850
     
-
     
166,850
 

Reconciliations of unallocated amounts:
     
Headquarter costs (*)
   
(21,912
)
Gains from projects disposals
   
7,883
 
Intersegment profit
   
1,419
 
Repayment of contract asset under concession arrangements
   
(11,974
)
Depreciation and amortization and share based compensation
   
(48,185
)
Other incomes not attributed to segments
   
21,138
 
Operating profit
   
115,219
 
Finance income
   
44,380
 
Finance expenses
   
(51,799
)
Share in the losses of equity accounted investees
   
(467
)
Profit before income taxes
   
107,333
 
 
(*)
Including general and administrative and development expenses (excluding depreciation and amortization and share based compensation).



Segmental Reporting (cont.)
 
   
For the nine months ended September 30, 2022
 
   
Israel
   
Central-Eastern Europe
   
Western Europe
   
Management and construction
   
Total reportable segments
   
Adjustments
   
Total
 
   
(Unaudited)
 
   
USD in thousands
 
                                           
External revenues
   
40,453
     
52,499
     
31,285
     
7,066
     
131,303
     
-
     
131,303
 
Inter-segment revenues
   
-
     
-
     
-
     
4,298
     
4,298
     
(4,298
)
   
-
 
Total revenues
   
40,453
     
52,499
     
31,285
     
11,364
     
135,601
     
(4,298
)
   
131,303
 
                                                         
Segment Adjusted
                                                       
 EBITDA
   
47,990
     
42,096
     
22,132
     
3,224
     
115,442
     
-
     
115,442
 

Reconciliations of unallocated amounts:
     
Headquarter costs (*)
   
(13,344
)
Intersegment profit
   
53
 
Repayment of contract asset under concession arrangements
   
(15,430
)
Depreciation and amortization and share based compensation
   
(36,346
)
Other incomes not attributed to segments
   
17,463
 
Operating profit
   
67,838
 
Finance income
   
19,181
 
Finance expenses
   
(50,465
)
Share in the losses of equity accounted investees
   
(72
)
Profit before income taxes
   
36,482
 
 
(*)
Including general and administrative and development expenses (excluding depreciation and amortization and share based compensation).



Segmental Reporting (cont.)
 
   
For the three months ended September 30, 2023
 
   
Israel
   
Central-Eastern Europe
   
Western Europe
   
USA
   
Management and construction
   
Total reportable segments
   
Adjustments
    Total  
   
(Unaudited)
 
   
USD in thousands
 
                                                 
External revenues
   
17,192
     
17,160
     
20,011
     
1,965
     
1,991
     
58,319
     
-
     
58,319
 
Inter-segment revenues
   
-
     
-
     
-
     
-
     
924
     
924
     
(924
)
   
-
 
Total revenues
   
17,192
     
17,160
     
20,011
     
1,965
     
2,915
     
59,243
     
(924
)
   
58,319
 
                                                                 
Segment Adjusted
                                                               
 EBITDA
   
18,768
     
13,641
     
15,477
     
1,977
     
658
     
50,521
     
-
     
50,521
 

Reconciliations of unallocated amounts:
     
Headquarter costs (*)
   
(7,419
)
Gains from projects disposals
   
7,883
 
Intersegment profit
   
718
 
Repayment of contract asset under concession arrangements
   
(4,527
)
Depreciation and amortization and share based compensation
   
(18,558
)
Other incomes not attributed to segments
   
14,063
 
Operating profit
   
42,681
 
Finance income
   
12,118
 
Finance expenses
   
(18,368
)
Share in the losses of equity accounted investees
   
(99
)
Profit before income taxes
   
36,332
 
 
(*)
Including general and administrative and development expenses (excluding depreciation and amortization and share based compensation).



Segmental Reporting (cont.)
 
   
For the three months ended September 30, 2022
 
   
Israel
   
Central-Eastern Europe
   
Western Europe
   
Management and construction
   
Total reportable segments
   
Adjustments
    Total  
   
(Unaudited)
 
   
USD in thousands
 
                                           
External revenues
   
17,768
     
14,553
     
21,689
     
2,354
     
56,364
     
-
     
56,364
 
Inter-segment revenues
   
-
     
-
     
-
     
1,082
     
1,082
     
(1,082
)
   
-
 
Total revenues
   
17,768
     
14,553
     
21,689
     
3,436
     
57,446
     
(1,082
)
   
56,364
 
                                                         
Segment Adjusted
                                                       
 EBITDA
   
19,365
     
11,323
     
14,652
     
651
     
45,991
     
-
     
45,991
 

Reconciliations of unallocated amounts:
     
Headquarter costs (*)
   
(5,678
)
Intersegment profit
   
200
 
Repayment of contract asset under concession arrangements
   
(4,731
)
Depreciation and amortization and share based compensation
   
(14,204
)
Other incomes not attributed to segments
   
17,463
 
Operating profit
   
39,041
 
Finance income
   
5,878
 
Finance expenses
   
(18,802
)
Share in the losses of equity accounted investees
   
(2
)
Profit before income taxes
   
26,115
 
 
(*)
Including general and administrative and development expenses (excluding depreciation and amortization and share based compensation).


Appendix 2 - Reconciliations between Net Income to Adjusted EBITDA
 
                   
($ thousands)
 
For the nine months ended at
 
For the three months ended at
 
 
 
09/30/23
 
09/30/22
 
09/30/23
 
09/30/22
 
Net Income (loss)
 
81,839
 
27,158
 
26,132
 
19,295
 
Depreciation and amortization
 
44,185
 
28,813
 
17,408
 
11,781
 
Share based compensation
 
4,000
 
7,533
 
1,150
 
2,423
 
Finance income
 
(44,380)
 
(19,181)
 
(12,118)
 
(5,878)
 
Finance expenses
 
51,799
 
50,465
 
18,368
 
18,802
 
Non-recurring other income (*)
 
(21,138)
 
(17,463)
 
(14,063)
 
(17,463)
 
Share of losses of equity accounted investees
 
467
 
72
 
99
 
2
 
Taxes on income
 
25,494
 
9,324
 
10,200
 
6,820
 
Adjusted EBITDA
 
142,266
 
86,721
 
47,176
 
35,782
 

* Non-recurring other income comprised the recognition of income related to reduced earnout payments expected to be incurred for the acquisition of Clenera for early-stage projects and other income recognized in relation to tax credits for projects in the United States


 
Appendix 3 - Mature Projects: 5.4 GW and 5.7 GWh operational by 2026
 
 

 
Appendix 4a)  Segment information: Operational projects
 
($ thousands)
9 Months ended September 30
3 Months ended September 30
Operational Project Segments
Installed Capacity (MW)
Installed Storage (MWh)
Generation
(GWh)
Reported Revenue*
Segment Adjusted
EBITDA****
Generation
(GWh)
Reported Revenue*
Segment Adjusted
EBITDA****
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Israel*
277
80
418
408
46,949
40,453
53,886
47,990
143
174
17,192
17,768
23,436
19,377
W. Europe****
831
-
 
1,050
391
65,204
31,285
62,125
22,133
375
205
20,010
21,689
15,478
14,656
CEE
342
-
560
533
61,497
52,499
51,079
42,095
160
154
17,160
14,553
13,641
11,335
USA
106
-
54
-
1,965
-
1,977
-
54
-
1,965
-
1,977
-
Total Consolidated
1,556
80
2,082
1,332
175,615
124,237
169,067
112,218
732
534
56,327
54,010
54,532
45,368
Unconsolidated
at Share
12
-
                           
Total
1,568
80
                     
Total Consolidated YTD Segment Adjusted EBITDA
169,067
Less: YTD EBITDA for projects that were not fully operational for 1-9/2023
 
 
 
(19,643)
Annualized Consolidated Adjusted EBITDA**
 
 
199,232
Invested capital for projects that were fully operational as of January 1st 2023***
1,600,000
Asset Level Return on Project Costs
 
 
 
 
 
12.5%

* In addition to our reported revenue, we generated $13m and $5m in the 9 months and 3 months respectively, ended September 2023 of proceeds from the sale of electricity under long terms PPAs which are not treated as revenue (projects treated as Financial Assets)
 
** We use an annualized total amount of Segment Adjusted EBITDA given the rapid growth of our Operational Projects between quarters, which resulted in rapid growth in our Segment Adjusted EBITDA in between quarters. In addition, our geographic and technological diversity substantially mitigates any seasonal effects.
 
*** Invested capital in a project reflects the total cost we incurred to complete the development and construction of such project.
 
**** EBITDA results included $10m and $2m in the 9 months and 3 months respectively, ended September 2023 of compensation recognized from Siemens Gamesa due to the delay in reaching full production at Project Björnberget


b)  Operational Projects Further Detail

($ thousands)
9 Months ended September 30,
2023
3 Months ended September 30,
2023
 
Operational Project
Segment
Installed
Capacity
(MW)
Installed
Storage
(MWh)
Reported
Revenue*
Segment
Adjusted
EBITDA**
Reported
Revenue*
Segment
Adjusted
EBITDA**
Debt balance as
of September 30,
2023
Ownership %
Emek Habacha
Israel
109
-
22,534
 
8,263
 
154,800
41%
Haluziot
Israel
55
-
15,556
 
5,679
 
166,874
90%
Sunlight 1+2
Israel
42
-
4,608
 
1,224
 
33,166
81%
Solar+ storage 1.1
Israel
40
80
541
 
541
 
100%
Israel Solar Projects*
Israel
31
-
3,710
 
1,485
 
109,909
98%
Total Israel
 
277
80
46,949
53,886
17,192
23,436
464,749
 
Gecama
W. Europe
329
-
43,047
 
12,692
 
162,200
72%
Bjorenberget**
W. Europe
372
-
9,580
 
4,978
 
175,684
55%
Picasso
W. Europe
116
-
11,034
 
1,972
 
78,476
69%
Tully
W. Europe
14
-
1,543
 
369
 
11,986
50%
Total Western Europe
 
831
-
65,204
62,125
20,010
15,478
428,346
 
Selac
CEE
105
-
20,765
 
5,966
 
100,401
60%
Blacksmith
CEE
105
-
22,664
 
4,744
 
95,605
50%
Lukovac
CEE
49
-
11,141
 
3,258
 
40,431
50%
Attila
CEE
57
-
6,243
 
2,508
 
32,435
50%
AC/DC
CEE
26
-
684
 
684
 
-
100%
Total Central and Eastern Europe ("CEE")
342
-
61,497
51,079
17,160
13,461
268,872
 
Apex Solar
USA
   106
-
1,965
 
          1,965
-
100%
Total USA
106
-
1,965
1,977
1,965
1,977
-
 
Total Consolidated Projects
1,556
80
175,615
169,067
56,327
54,532
1,161,967
 
Uncons. Projects at share
12
           
50%
Total
 
1,568
80
175,615
169,067
56,327
54,532
1,161,967
 
                   
($ millions)
               
Operational after financial statements
Segment
Installed
Capacity
(MW)
Installed 
Storage
(MWh)
 
Est. First Full
Year Revenue
Est. First Full
Year EBITDA
Debt balance as of
September 30,
2023
Ownership %
Haluziot 2
Israel
32
55
   
4
3
27
90%
Genesis
Israel
207
-
   
50
40
290
54%
Total
 
239
55
   
54
43
317
 

* In addition to our reported revenue, we generated $13m and $5m in the 9 months and 3 months respectively, ended September 23 of proceeds from the sale of electricity under long terms PPAs which are not treated as revenue (projects treated as Financial Assets)

** EBITDA results included $10m and $2m in the 9 months and 3 months respectively, ended September 2023 of compensation recognized from Siemens Gamesa due to the delay in reaching full production at Project Björnberget
 


c)
Projects under construction
 

Consolidated Projects
($ millions)*
Country
Capacity
(MW)
Storage
Capacity
(MWh)
Est.
COD*
Est. Total
Project Cost
 
Est. Net Capex (Relevant for US Projects) ******
Capital Invested as of Sep 30, 2023
Est. Equity Required (%)
Equity Invested as of Sep 30, 2023
Est. Tax Equity (% of project cost)**
Debt balance as of Sep 30, 2023
Est. First Full Year Revenue
Est. First Full Year EBITDA****
Ownership% *****
Atrisco Solar
United States
364
1,200
Q3/Q4 2024
810-852***
424-446
335
12.5%
335
55%
-
51-53
43-45
100%
Solar+Storage Clusters
Israel
177
432
Q4 2023 – H1 2024
246-259
N/A
150
35%
126
N/A
24
24-26
17-18
65%
Tapolca
Hungary
60
-
H2 2024
48-50
N/A
31
40%
31
N/A
-
8-9
7-8
100%
Pupin
Serbia
94
-
H2 2025
149-157
N/A
16
40%
16
N/A
-
21-22
13-14
100%
Total Consolidated Projects
 
695
1,632
 
1,253-1,318
424-446
532
 
508
 
24
104-110
80-85
 
Uncons. Projects at share
Israel
19
16
H2 2024
17-18
N/A
20
30%
20
N/A
-
2
2
50%
Total
 
714
1,648
 
1,270-1,336
424-446
552
 
528
 
24
106-112
82-87
 

* For projects not located in the United States, the conversion into U.S. dollars was based on foreign exchange rates as of the date of the financial statements (September 30, 2023). COD date estimates are as of the Approval Date of these financial statements (November 20th 2023)
 
** Total tax equity investment anticipated as a percentage of total project costs
 
***  Project costs for Atrisco are presented as net of reimbursable network upgrades of $68m which are to be reimbursed in first five years of project
 
**** EBITDA does not include recognition of PTC or ITC tax credits. EBITDA is a non-IFRS financial measure. The Company is unable to provide a reconciliation of EBITDA to Net Income on a forward-looking basis without unreasonable effort because items that impact this IFRS financial measure are not within the Company’s control and/or cannot be reasonably predicted.
 
***** The legal ownership share for all U.S. projects is 90%, but Enlight invests 100% of the equity in the project and entitled to 100% of the project distributions until full repayment of Enlight capital plus a preferred return
 
****** Net construction costs assume receipt of certain ITC and PTC credits under the IRA and are net of the estimated value of these credits. For certain projects, PTC is assumed, based on the project’s expected production and a yearly CPI indexation of 2%, discounted by 8% to COD. For other projects ITC is assumed at the relevant ITC rate (30% or 40% of costs, if within energy community). The net cost does not reflect the full tax equity investment, only the estimated value of the tax credits.

 
d)
Pre-Construction Projects (due to commence construction within 12 months of the Approval Date)
 
Major Projects
($ millions)*
Country
Generation Capacity
(MW)
Storage
Capacity
(MWh)
Est.
COD*
Est. Total
Project Cost
Est. Net Capex (Relevant for US Projects)
Capital Invested as of Sep 30, 2023
Est. Equity Required (%)
Equity Invested as of Sep 30, 2023
Est. Tax Equity (% of project cost)**
Est. First Full Year Revenue
Est. First Full Year EBITDA***
Ownership %****
CoBar Complex
United States
1,211
824
H2-2026
1,548-1,623
908-954
27
17%
27
50%
107-113
82-86
100%
Rustic Hills
United States
256
-
2026
329-346
197-207
5
12%
5
49%
22-23
19-20
100%
Roadrunner
United States
294
940
H2 2025
564-592
333-351
1
15%
1
50%
49-51
39-41
100%
Country Acres
United States
392
688
H2 2026
662-696
463-487
2
12.5%
2
46%
59-62
49-51
100%
Quail Ranch
United States
120
400
H2 2025
263-276
157-165
0
10%
0
59%
22-23
18-19
100%
Gecama Solar
Spain
225
200
H1 2025
226-238
N/A
1
50%
1
N/A
39-41
33-34
72%

Other Projects
($ millions)*
MW Deployment
Storage
Capacity
(MWh)
Est. Total
Project Cost
Est. Net Capex (Relevant for US Projects)
Capital Invested  as of Sep 30, 2023
Est. Equity Required (%)
Equity Invested  as of Sep 30, 2023
Est. Tax Equity (% of project cost)**
Est. First Full Year Revenue
Est. First Full Year EBITDA***
Ownership %****
 
2024
2025
2026
   
United States
-
128
191
-
372-392
260-273
12
17%
12
39%
28-29
21-22
100%
Europe
-
-
-
400
112-117
N/A
-
45%
-
N/A
33-35
14-15
100%
Israel
-
-
38
406
165-175
N/A
2
28%
2
N/A
38-40
13-14
70%
Total
-
128
229
806
649-684
260-273
14
 
14
 
99-104
48-51
 
Uncons. projects at share
-
20
-
50
26-27
N/A
-
30%
-
N/A
3
2
50%
                             
Total Pre-Construction
2,874
MW
 
 3,908 MWh
4,267-4,482
  2,318-2,437
50
 
50
 
400-420
290-304
 

* For projects not located in the United States, the conversion into U.S. dollars was based on foreign exchange rates as of the date of the financial statements (September 30, 2023). COD date estimates are as of the Approval Date of these financial statements (November 20th 2023)
 
** Total tax equity investment anticipated as a percentage of total project costs

*** EBITDA does not include recognition of PTC or ITC tax credits. EBITDA is a non-IFRS financial measure. The Company is unable to provide a reconciliation of EBITDA to Net Income on a forward-looking basis without unreasonable effort because items that impact this IFRS financial measure are not within the Company’s control and/or cannot be reasonably predicted

**** The legal ownership share for all U.S. projects is 90%, but Enlight invests 100% of the equity in the project and entitled to 100% of the project distributions until full repayment of Enlight capital plus a preferred return


Appendix 5 – Corporate level (TopCo) debt
 
($ thousands)
September 30, 2023
Debentures:
 
Debentures
303,485*
Convertible debentures
123,190
Loans from banks and other financial institutions:
 
Loans from banks and other financial institutions
175,383
Total corporate level debt
602,058

* Including current maturities of debentures in the amount of 25,603

 
Appendix 6 – Functional Currency Conversion Rates:
 
The financial statements of each of the Company’s subsidiaries were prepared in the currency of the main economic environment in which it operates (hereinafter: the “Functional Currency”). For the purpose of consolidating the financial statements, results and financial position of each of the Group’s member companies are translated into the Israeli shekel (“NIS”), which is the Company’s Functional Currency. The Group’s consolidated financial statements are presented in U.S. dollars (“USD”).
 
FX Rates to USD:
   
     
Date of the financial statements:
Euro
NIS
As of 30th September 2023
1.06
0.26
As of 30th September 2022
0.98
0.28
     
Average for the 3 months period ended:
   
September 2023
1.09
0.27
September 2022
1.01
0.29