REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered | ||
|
|
|
☐
Large accelerated filer |
☐
Accelerated filer |
☒ |
|
☐
U.S. GAAP |
☒
|
☐ Other
|
1 | ||
1 | ||
3 | ||
5 | ||
5 | ||
5 | ||
5 | ||
A. |
[Reserved.]
|
5 |
B. |
Capitalization and Indebtedness
|
5 |
C. |
Reasons for the Offer and Use of Proceeds
|
5 |
D. |
Risk Factors
|
5 |
42 | ||
A. |
History and Development of the Company
|
42 |
B. |
Business Overview
|
43 |
C. |
Organizational Structure
|
67 |
D. |
Property, Plants and Equipment
|
68 |
68 | ||
68 | ||
A. |
Operating Results
|
75 |
B. |
Liquidity and Capital Resources
|
80 |
C. |
Research and Development, Patents and Licenses, Etc.
|
89 |
D. |
Trend Information
|
89 |
E. |
Critical Accounting Estimates
|
89 |
90 | ||
A. |
Directors and Senior Management
|
90 |
B. |
Compensation
|
93 |
C. |
Board Practices
|
99 |
D. |
Employees
|
109 |
E. |
Share Ownership
|
110 |
F. |
Disclosure of a Registrant’s Action to Recover Erroneously Awarded
Compensation |
110 |
110 | ||
A. |
Major Shareholders
|
110 |
B. |
Related Party Transactions
|
112 |
C. |
Interests of Experts and Counsel
|
112 |
112 | ||
A. |
Consolidated Statements and Other Financial Information
|
112 |
B. |
Significant Changes
|
112 |
113 | ||
A. |
Offer and Listing Details
|
113 |
B. |
Plan of Distribution
|
113 |
C. |
Markets
|
113 |
D. |
Selling Shareholders
|
113 |
E. |
Dilution
|
113 |
F. |
Expenses of the Issue
|
113 |
113 | ||
A. |
Share Capital
|
113 |
B. |
Memorandum and Articles of Association
|
113 |
C. |
Material Contracts
|
113 |
D. |
Exchange Controls
|
113 |
E. |
Taxation
|
113 |
F. |
Dividends and Paying Agents
|
120 |
G. |
Statement by Experts
|
120 |
H. |
Documents on Display
|
120 |
I. |
Subsidiary Information
|
120 |
J. |
Annual Report to Security Holders
|
120 |
120 | |
121 | |
121 | |
121 | |
121 | |
122 | |
122 | |
122 | |
122 | |
123 | |
123 | |
123 | |
123 | |
124 | |
124 | |
124 | |
124 | |
124 | |
126 | |
126 | |
126 | |
127 | |
129 |
• |
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;
|
• |
disruptions in trade caused by political, social or economic instability
in regions where our components and materials are made; |
• |
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; |
• |
exposure to market prices in some of our offtake contracts;
|
• |
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, 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 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 the global expansion of our scale of our business operations;
|
• |
our ability to perform to expectations in our new line of business involving the construction
of PV systems for municipalities in Israel. |
• |
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 (“EHS”)
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 increasingly complex 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 the ongoing
war in Israel, where our headquarters and some of our wind energy and solar energy projects are located; |
• |
the costs and requirements of being a public company, including the diversion of management’s
attention with respect to such requirements; and |
• |
certain provisions in our Articles of Association and certain applicable regulations
that may delay or prevent a change of control. |
• |
obtaining financeable land rights, including land rights for the project site that allow
for eventual construction and operation without undue burden, cost or interruption; |
• |
entering into financeable arrangements for the sale of the electrical output, and, in
certain cases, capacity, ancillary services and renewable energy attributes, generated by or attributable to the project; |
• |
obtaining economically feasible interconnection positions with Independent System Operators
(“ISOs”), regional transmission organizations and regulated utilities; |
• |
accurately estimating, and where possible mitigating, costs arising from potential transmission
grid congestion, limited transmission capacity and grid reliability constraints, which may contribute to significant interconnection upgrade
costs that could render certain of our projects uneconomic; |
• |
providing letters of credit or other forms of payment and performance security required
in connection with the development of the project, which security requirements may increase over time; |
• |
accurately estimating our costs and revenues over the life of the project years before
its construction and operation, while taking into consideration the possibility that markets may shift during that time; |
• |
receiving required environmental, land-use, and construction and operation permits and
approvals from governmental agencies in a timely manner and on reasonable terms, which permits and approvals are governed by statutes
and regulations that may change between issuance and construction; |
• |
avoiding or mitigating impacts to protected or endangered species or habitats, migratory
birds, wetlands or other water resources, and/or archaeological, historical or cultural resources; |
• |
securing necessary rights-of-way for access, as well as water rights and other necessary
utilities for project construction and operation; |
• |
securing appropriate title coverage, including coverage for mineral rights and mechanics’
liens; |
• |
negotiating development agreements, public benefit agreements and other agreements to
compensate local governments for project impacts; |
• |
negotiating tax abatement and incentive agreements, whenever applicable; |
• |
obtaining financing, including debt, equity, and tax equity financing; |
• |
negotiating satisfactory energy, procurement and construction (“EPC”) or
balance of plant (“BoP”) agreements, including agreements with third-party EPC or BoP contractors; and |
• |
completing construction on budget and on time. |
• |
the availability of, or inability to obtain, sufficient land suitable for solar energy
and wind energy project development. In many markets, topography, existing land use and/or transmission constraints limit the availability
of sites for solar energy and wind energy development. For these reasons, attractive and commercially feasible sites may become a scarce
commodity, and we may be unable to site our projects at all or on terms as favorable as those applicable to our current projects;
|
• |
the presence or potential presentence of waking or shadowing effects caused by neighboring
activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; and |
• |
due to the large amount of land required to site solar energy and wind energy projects,
there may be greater risk of the presence or occurrence of one or more of the following: (i) pollution, contamination or other wastes
at the project site; (ii) protected plant or animal species; (iii) archaeological or cultural resources; or (iv) local opposition to wind
energy and solar energy projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of such
projects due to the presence or potential presence of land use restrictions and other environment-related siting factors. |
• |
timely implementation and satisfactory completion of construction; |
• |
obtaining and maintaining required governmental permits and approvals, including making
appeals of, and satisfying obligations in connection with, approvals obtained; |
• |
permit and litigation challenges from project stakeholders, including local residents,
environmental organizations, labor organizations, tribes and others who may oppose the project; |
• |
grants of injunctive relief to stop or prevent construction of a project in connection
with any permit or litigation challenges; |
• |
delivery of modules, wind turbines or battery energy storage systems on-budget and on-time;
|
• |
discovery of unknown impacts to protected or endangered species or habitats, migratory
birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites; |
• |
discovery of title defects or environmental conditions that are not currently known,
unforeseen engineering problems, construction delays, contract performance shortfalls and work stoppages; |
• |
material supply shortages, failures or disruptions of labor, equipment or supplies;
|
• |
increases to labor costs beyond our expectation upon entering into construction agreements
as a result of enhanced local or national requirements regarding the use of union labor on-site; |
• |
insolvency or financial distress on the part of our service providers, contractors or
suppliers; |
• |
cost overruns and change orders; |
• |
cost or schedule impacts arising from changes in federal, state, or local land-use or
regulatory policies; |
• |
changes in electric utility procurement practices; |
• |
project delays that could adversely affect our ability to secure or maintain interconnection
rights; |
• |
unfavorable tax treatment or adverse changes to tax policy; |
• |
adverse environmental and geological or weather conditions, including water shortages
and climate change, which may in some cases force work stoppages due to the risk of heat, fire or other extreme weather events;
|
• |
force majeure and other events outside of our control; |
• |
changes in laws affecting the project; |
• |
accidents on constructions sites; and |
• |
damage to consumers triggered by blackouts caused by damage to transmission infrastructure
during construction. |
• |
Events beyond our control or the control of an offtaker that may temporarily or permanently
excuse the offtaker from its obligation to accept and pay for delivery of energy generated by a project. These events could include a
system emergency, a transmission failure or curtailment, adverse weather condition, a change in law, a change in permitting requirements
or conditions, or a labor dispute. |
• |
The ability of our offtakers to fulfill their contractual obligations to us depends on
their creditworthiness. Due to the long-term nature of our offtake contracts, we are exposed to the credit risk of our offtakers over
an extended period of time. Any of these counterparties could become subject to insolvency or liquidation proceedings or otherwise suffer
a deterioration of its creditworthiness, including when it has not yet paid for energy delivered, any of which could result in a default
under their agreements with us, and an insolvency or liquidation of any of these counterparties could result in the termination of any
applicable agreements with such counterparty. |
• |
The ability of any of our offtakers to extend, renew or replace its existing offtake
contract with us depends on a number of factors beyond our control, including: whether the offtaker has a continued need for energy or
capacity at the time of expiration, which could be affected by, among other things, the presence or absence of governmental incentives
or mandates, prevailing market prices or the availability of other energy sources; the satisfactory performance of our delivery obligations
under such offtake contracts; the regulatory environment applicable to our offtakers at the time; and macroeconomic factors present at
the time, such as population, business trends and related energy demand. |
• |
greater or earlier than expected degradation, or in some cases failure, of solar panels,
inverters, transformers, turbines, gear boxes, blades and other equipment (including quality issues and defects we have experienced related
to turbines at some of our renewable energy projects in Sweden); |
• |
technical performance below projected levels, including the failure of solar panels,
inverters, wind turbines, gear boxes, blades and other equipment to produce energy as expected, whether due to incorrect measures of performance
provided by equipment suppliers, improper operation and maintenance, or other reasons; |
• |
design or manufacturing defects or failures, including defects or failures that are not
covered by warranties or insurance; |
• |
insolvency or financial distress on the part of any of our service providers, contractors
or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us; |
• |
increases in the cost of Operational Projects, including costs relating to labor, equipment,
unforeseen or changing site conditions, insurance, regulatory compliance, and taxes; |
• |
loss of interconnection capacity, and the resulting inability to deliver power under
our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control; |
• |
breaches by us and certain events, including force majeure events, under certain offtake
contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract; |
• |
catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail
storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy
a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even
if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons;
|
• |
storm water or other site challenges; |
• |
the discovery of unknown impacts to protected or endangered species or habitats, migratory
birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites; |
• |
the discovery or release of hazardous or toxic substances or wastes and other regulated
substances, materials or chemicals; |
• |
errors, breaches, failures, or other forms of unauthorized conduct or malfeasance on
the part of operators, contractors or other service providers; |
• |
cyber-attacks targeted at our projects as a way of attacking the broader grid, or a failure
by us or our operators or contractual counterparties to comply with cyber-security regulations aimed at protecting the grid from such
attacks; |
• |
failure to obtain or comply with permits, approvals and other regulatory authorizations
and the inability to renew or replace permits or consents that expire or are terminated in a timely manner and on reasonable terms;
|
• |
the inability to operate within limitations that may be imposed by current or future
governmental permits and consents; |
• |
changes in laws, particularly those related to land use, environmental or other regulatory
requirements; |
• |
disputes with government agencies, special interest groups, or other public or private
owners of land on which our projects are located, or adjacent landowners; |
• |
changes in tax, environmental, health and safety, land use, labor, trade, or other laws,
including changes in related governmental permit requirements; |
• |
government or utility exercise of eminent domain power or similar events; |
• |
existence of liens, encumbrances, or other imperfections in title affecting real estate
interests; and |
• |
failure to obtain or maintain insurance or failure of our insurance to fully compensate
us for repairs, theft or vandalism, and other actual losses. |
• |
construction of new, lower-cost power generation plants, including plants utilizing renewable
energy or other generation technologies; |
• |
relief of transmission constraints that enable lower-cost and/or geographically distant
generation to access transmission lines less expensively or in greater quantities; |
• |
reductions in the price of natural gas or other fuels; |
• |
the amount of excess generating capacity relative to load in a particular market;
|
• |
decreased electricity demand, including from energy conservation technologies and public
initiatives to reduce electricity consumption; |
• |
development of smart-grid technologies that reduce peak energy requirements; |
• |
development of new or lower-cost customer-sited energy storage technologies that have
the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; |
• |
changes in the cost of controlling emissions of pollution, including the cost of emitting
carbon dioxide and the prices for renewable energy certificates; |
• |
the structure of the electricity market; |
• |
weather conditions and seasonal fluctuations that impact electrical load; and |
• |
development of new energy generation technologies which could allow our competitors and
their customers to offer electricity at costs lower than those that can be achieved by us and our facilities. |
• |
limited relationships with international
customers; |
• |
difficulty in managing multinational operations;
|
• |
competitors in overseas markets who have
stronger ties with local customers and greater resources; |
• |
fluctuations in currency exchange rates;
|
• |
challenges in providing appropriate products
and services and support in these markets; |
• |
challenges in managing our overseas sales
strategies effectively; |
• |
unexpected transportation delays or interruptions
or increases in international transportation costs; |
• |
difficulties in operating products overseas
while complying with the different commercial, legal and regulatory requirements of the overseas markets in which we offer our products
and services; |
• |
regulations, changes to regulation, regulatory
uncertainty in or inconsistent regulations across various jurisdictions; |
• |
inability to effectively enforce contractual
or legal rights or intellectual property rights in certain jurisdictions under which we operate; |
• |
changes in a specific country or region’s
political or economic conditions or policies; and |
• |
governmental policies favoring domestic
companies in certain foreign markets or imposing trade barriers including tariffs, taxes and other restrictions and charges. |
• |
the protection of wildlife, including migratory birds, bats, and threatened and endangered
species, such as desert tortoises, or protected species such as eagles, and other protected plants or animals whose presence or movements
often cannot be anticipated or controlled; |
• |
water use, and discharges of silt-containing or otherwise polluted waters into nearby
wetlands or navigable waters; |
• |
hazardous or toxic substances or wastes and other regulated substances, materials or
chemicals, including those existing on a project site prior to our use of the site or the releases thereof into the environment;
|
• |
land use, zoning, building, and transportation laws and requirements, which may mandate
conformance with sound levels, radar and communications interference, hazards to aviation or navigation, or other potential nuisances
such as the flickering effect, known as shadow flicker, caused when rotating wind turbine blades periodically cast shadows through openings
such as the windows of neighboring properties; |
• |
the presence or discovery of archaeological, historical, religious, or cultural artifacts
at or near our projects; |
• |
the protection of workers’ health and safety; and |
• |
the proper decommissioning of the site at the end of its useful life. |
• |
if our subsidiaries are unable to fulfill payment or other obligations or comply with
their covenants under the agreements governing our indebtedness, such subsidiaries could default under such agreements or be rendered
insolvent, or lenders may exercise rights and remedies under the terms of such agreements, such as foreclosure on us, our subsidiaries,
or our and their projects or other assets, which could materially adversely affect our business, financial condition and results of operations;
|
• |
our subsidiaries’ substantial indebtedness could limit our ability to fund operations
of future acquisitions and our financial flexibility, which could reduce our ability to plan for and react to unexpected opportunities
and contingencies; |
• |
our subsidiaries’ substantial debt service obligations and maturities make us vulnerable
to adverse changes in general economic, industry and competitive conditions, credit markets, capital markets, and government regulation
that could place us at a disadvantage compared to competitors with less debt or more capital resources; |
• |
the financing arrangements of certain of our subsidiaries are subject to cross-collateralization
or other similar credit support arrangements that could heighten the risks associated with defaults under our and their debt obligations,
increase the potential that adverse events relating to individual projects could materially affect our financing arrangements on a broader
scale, or limit our ability to freely sell or finance some or all of our projects; and |
• |
our subsidiaries’ substantial indebtedness could limit our ability to obtain financing
for working capital, including collateral postings, capital expenditures, debt service requirements, acquisitions, and general corporate
or other purposes. |
• |
changes in laws or regulations applicable to our industry or offerings; |
• |
speculation about our business in the press or investment community; |
• |
investor interests in environmental, social and governance-focused companies; |
• |
price and volume fluctuations in the overall stock market; |
• |
volatility in the market price and trading volume of companies in our industry or companies
that investors consider comparable; |
• |
sales of our ordinary shares by us or our principal shareholders, officers and directors;
|
• |
the expiration of contractual lock-up agreements; |
• |
the development and sustainability of an active trading market for our ordinary shares;
|
• |
success of competitive products or services; |
• |
the public’s response to press releases or other public announcements by us or
others, including our filings with the SEC, announcements relating to litigation or significant changes in our key personnel; |
• |
the effectiveness of our internal controls over financial reporting; |
• |
changes in our capital structure, such as future issuances of debt or equity securities;
|
• |
our entry into new markets; |
• |
tax developments in the United States or other countries; |
• |
strategic actions by us or our competitors, such as acquisitions or restructurings; and
|
• |
changes in accounting principles. |
• |
fluctuations in demand for solar energy or wind energy; |
• |
our ability to complete our wind energy and solar energy projects in a timely manner;
|
• |
the availability, terms and costs of suitable financing; |
• |
our ability to continue to expand our operations and the amount and timing of expenditures
related to this expansion; |
• |
announcements by us or our competitors of significant acquisitions, strategic partnerships,
joint ventures, or capital-raising activities or commitments; |
• |
expiration or initiation of any governmental rebates or incentives; |
• |
actual or anticipated developments in our competitors’ businesses, technology or
the competitive landscape; |
• |
general economic and political conditions and government regulations in the countries
where we currently operate or may expand in the future; |
• |
the war between Israel and Hamas;
and |
• |
natural disasters or other weather or meteorological conditions, or pandemics, epidemics
or global health emergencies. |
• |
Human Resources: approximately
18% of our Israeli employees and managers were called to active reserve duty, although as of the date of this Annual Report most have
been released from such service; it is possible that the war will require additional reserve duty call-ups and more of our employees and
managers or their family members will be called to active reserve duty, which may prevent them from working effectively or at all.
|
• |
Macro-economic effects: the
war has caused and may continue to cause negative domestic macro-economic effects that could materially impact our business and operations,
such as inflation, depreciation of the Shekel, bearish capital markets, reduced availability of credit and financing sources and decline
in growth. |
• |
Trade curtailment:
the war may lead to interruptions and curtailment of trade between Israel and its trading partners, which could result in reductions in
the demand for our offerings or constraints or disruptions in the supply of components required for our products. Certain countries and
organizations may impose trade or other trade or financial sanctions on Israel, which could impact our ability to conduct our business.
|
• |
Shipping costs: the global
shipping industry is experiencing disruptions due to various factors, including the rerouting of shipping away from the Suez Canal due
to attacks by Houthis on commercial shipping vessels in the Gulf of Aden and the Red Sea, which has caused a substantial increase in rates
for some shipping routes. This and other factors have caused a worldwide increase in shipping rates, which has impacted the Company.
|
• |
Damage to
infrastructure: terror and missile attacks may lead to infrastructure damage, such as to various of our facilities and projects
located in Israel, including communications networks, computer infrastructure and other cyber assets, which may lead to interruptions
in our operations. For example, in June 2023, we commissioned the first wind turbine at Genesis Wind, which, when complete, is set to
be the largest renewable energy project in Israel. Genesis Wind is located in the Golan Heights, an area under frequent rocket attack
from Hezbollah since the start of the war. Were Genesis Wind to be damaged by rocket attack or collateral damage, it may be difficult
or impossible to access it for maintenance and repairs. Although the Israeli government may cover the reinstatement value of certain damages
that are caused by terrorist attacks or acts of war, we cannot be certain that such government coverage will be available to us or maintained
or that, if available, will sufficiently cover our damages. |
• |
Reputation and international relations:
as a result of the war, public opinion in the international community towards Israel, Israeli companies and Israeli industries may be
negatively affected. Prior to the recent war, several countries restricted doing business with Israel and the State of Israel and Israeli
companies were subjected to economic boycotts. It is difficult to anticipate if and how such sentiments and other political developments
will impact our clients, backlog of orders or financial results; however, it is possible that a limited number of customers will hold,
delay or cancel existing or future orders as a result of the war and the shift in international relations and politics. The interruption
or curtailment of trade between Israel and its present trading partners could adversely affect our business, financial condition and results
of operations. |
• |
the Companies Law regulates mergers and requires that a tender offer be effected when
more than a specified percentage of shares in a company are purchased; |
• |
the Companies Law requires special approvals for certain transactions involving directors,
officers or significant shareholders and regulates other matters that may be relevant to these types of transactions; |
• |
the Companies Law does not provide for shareholder action by written consent for public
companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; |
• |
our Articles of Association generally do not permit a director to be removed from office
except by a vote of the holders of at least (65%) of our outstanding shares entitled to vote at a general meeting of shareholders, except
that a simple majority will be required if a single shareholder holds more than 50% of the voting rights in the Company; and |
• |
our Articles of Association provide that director vacancies may be filled by unanimous
resolution of our board of directors. |
• |
Project and business development: We
maintain a high-caliber project and business development team of 59 employees across the United States, Europe and Israel. Our in-house
greenfield project development team provides us with the expertise to source greenfield projects in our largest individual markets: the
United States, Southern Europe and Israel. Our greenfield development team specializes in identifying locations where there is available
interconnection capacity, which is one of the main development obstacles for utility-scale renewables. In markets where we have strategically
elected not to develop in-house greenfield development teams largely due to their smaller size, we have established and cultivated co-development
partnerships with leading local developers. This gives us access to projects which we believe many of our competitors (both strategic
and financial investors) either could not access or could not access at an attractive cost. In addition, our business development team
sources project acquisition opportunities across various stages of development. In collaboration with our project development team, we
can then create value through project optimization and the completion of the development. |
• |
Engineering and design: Once
projects are sourced, our internal engineering teams leverage our design expertise to optimize each project. We take an active role in
the design and planning of our projects, enabling us to standardize the design to accommodate a wide range of equipment alternatives.
Our procurement teams can then focus on acquiring equipment at an optimal cost without triggering the need to reconfigure the project
design. |
• |
Procurement: Our global
operations have required us to establish, maintain and continuously grow our supply chain as we have expanded our geographic footprint
across three continents and 11 different countries. Today, our supply chain function is overseen by a global team that works seamlessly
to align project needs across geographies with the available supply of inverters, solar panels, wind turbines and energy storage systems
among other components. Our global approach to procurement allows us to approach suppliers with significant scale and negotiate attractive
pricing. Moreover, our global presence gives us the flexibility to distribute and reallocate resources as needed between geographies.
|
• |
Our
largest suppliers to date in Europe and Israel for our wind energy projects included all of the major wind turbine manufacturers such
as Nordex, Siemens Gamesa, Vestas and General Electric Vernova. Our largest suppliers of solar panels for our solar energy projects
in Europe and Israel have included LONGi, Jinko and JA Solar. Our largest suppliers to date for our energy storage projects in Israel
include CATL and Sungrow. In the United States, Clēnera has historically sourced solar panels from BYD, Hanwha, Canadian Solar, Risen
and Trina Solar for the projects developed and sold prior to the Clēnera Acquisition. However, in response to AD/CVD and UFLPA, we
have developed new supplier relationships to ensure a steady supply of components
for our U.S.-based projects. For example, we have sourced solar panels for Apex Solar, our first project that we expect to become operational
in the United States since the Clēnera Acquisition, from Waaree, an India-based
supplier, which is outside the scope of the Department of Commerce Investigation. We have entered into an agreement with Waaree that
provides us with an option to order up to 2 GW of additional capacity for delivery until year end 2025, giving us greater module supply
certainty for our Mature Projects in the United States. Our largest supplier to date for our U.S.-based energy storage projects is Tesla.
|
• |
Construction: Our construction
management team is crucial to supporting the quality of our projects, which reduces our O&M expenses once a project is operational
and supports higher project uptimes. Our experienced construction managers closely monitor our EPC contractors’ progress, quality
of work and performance testing before we release the final payment to the contractor. |
• |
Asset management: We possess
a top rate asset management team that is strategically located across markets to efficiently provide ongoing asset monitoring and maintenance
services. The team is comprised of experts in commercial and technical project management, electricity trading (for projects where we
sell electricity under a Merchant Model) and environmental management. In addition to our Operational Projects, we provide asset management
services for 1.2 GW of projects developed by Clēnera and sold to third parties
prior to the Clēnera Acquisition. The scale of our asset management activity provides us with a steady feedback loop on optimal
project design and components for future projects. |
• |
Finance: Our
operational expertise is complemented by a finance function that is focused on maximizing project equity returns and is comprised of a
team with decades of corporate and project finance experience in the renewables sector. We leverage our global footprint and scale to
secure non-recourse project finance from local banking partners across our target markets. Our network enables us to also source bespoke
financing packages. For example, in 2023 we secured $211 million of bespoke project finance from a
series of Israeli banks for our Solar and Storage Cluster of projects in Israel, which will sell electricity under corporate PPAs, with
some underlying exposure to the Merchant Model, reflecting 73% leverage. In the United States we have deep relationships with several
major tax equity providers. In 2023 the Company raised approximately $198 million of tax equity commitments from Bank of America for Atrisco
Solar. We have also cultivated deep relationships with Israeli institutional investors, who have helped finance our growth to date through
corporate equity, unsecured debt and project level equity at a competitive cost. |
• |
Development Projects, which includes projects in various stages of development
that are not expected to commence construction within 24 months of February 26, 2024; |
• |
Advanced Development Projects, which includes projects that are expected
to commence construction within 13 to 24 months of February 26, 2024; and |
• |
Mature Projects, which includes projects that are operational, under
construction or in pre-construction (meaning, that such projects are expected to commence construction within 12 months of February 26,
2024). |
|
Mature Projects |
Advanced Development Projects
|
Development Projects
|
Total Portfolio |
||||||||||||
|
||||||||||||||||
Generation capacity (GW)
|
5.4 |
4.7 |
10.5 |
20.6 |
||||||||||||
Storage capacity (GWh)
|
5.6 |
12.5 |
12.6 |
30.7 |
Segment |
|
Country |
|
Project name |
|
Technology |
|
Operational year
|
|
Sales Tariff
(USD per MWh) |
|
Approximate Enlight share
|
|
PPA/FIT duration
|
|
Inflation indexed PPA
|
|
Capacity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Israel
|
|
Israel |
|
Emek Habacha |
|
Wind |
|
2022 |
|
108 |
|
41% |
|
2042 |
|
Yes |
|
109 MW |
|
|
|
|
Halutziot |
|
Solar |
|
2015 |
|
190 |
|
90% |
|
2035 |
|
Yes |
|
55 MW |
|
|
|
|
Sunlight1+2 |
|
Solar |
|
2018-2020 |
|
61 |
|
50%-100% |
|
2041-2042 |
|
Yes |
|
42 MW |
|
|
|
|
Israel Solar Projects |
|
Solar |
|
2013-2015 |
|
344 |
|
98%(2)
|
|
2033-2035 |
|
Yes |
|
31 MW |
PV+ storage cluster 1.1 |
Solar |
2023 |
Confidential |
79% |
— |
No |
116 MW + 222 MWh | |||||||||||
Haluziot 2 |
Solar |
2023 |
61 |
90% |
2043 |
Yes |
32 MW + 55 MW | |||||||||||
Genesis Wind + Expansion |
Wind |
2023 |
99 |
54% |
2043 |
Yes |
207 MW | |||||||||||
Total Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
592 MW + 277 MWh
| ||||
Western Europe
|
|
Sweden |
Picasso |
|
Wind |
|
2021 |
|
Confidential |
|
69% |
|
2033(3)
|
|
No |
|
116 MW | |
|
|
Sweden |
Björnberget |
|
Wind |
|
2022 |
|
Confidential |
|
55% |
|
2032 |
|
No |
|
372 MW | |
|
|
Ireland |
|
Tully |
|
Wind |
|
2017 |
|
96 |
|
50% |
|
2032 |
|
Yes |
|
14 MW |
|
|
Spain |
|
Gecama |
|
Wind |
|
2022 |
|
— |
|
72% |
|
Merchant |
|
NA |
|
329 MW |
Total Western Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
831 MW |
CEE
|
|
Kosovo |
Selac |
|
Wind |
|
2021 |
|
101 |
|
60% |
|
2034 |
|
Yes |
|
105 MW | |
|
|
Serbia |
|
Blacksmith |
|
Wind |
|
2019 |
|
119 |
|
50% |
|
2031 |
|
Yes |
|
105 MW |
|
|
Croatia |
|
Lukovac |
|
Wind |
|
2018 |
|
136 |
|
50% |
|
2032 |
|
Yes |
|
49 MW |
|
|
Hungary |
|
Attila |
|
Solar |
|
2019 |
|
127 |
|
50% |
|
2039 |
|
Yes(4)
|
|
57 MW |
Hungary |
AC/DC |
Solar |
2023 |
85 |
100% |
2037 |
Yes |
26 MW | ||||||||||
Total CEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
342 MW |
Total USA |
U.S. |
Apex Solar |
Solar |
2023 |
Confidential |
100% |
2042 |
No |
106 MW | |||||||||
Total consolidated projects |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,871 MW + 277 MWh | ||||
Israel (not consolidated) |
|
Israel |
|
Unconsolidated Projects at share |
|
Solar |
|
2020-2021 |
|
68(2)
|
|
50% |
|
2042-2046 |
|
Yes |
|
12 MW |
Total consolidated and unconsolidated JVs
at share |
|
|
|
|
|
|
|
1,883 MW + 277 MWh
|
Geographic sector |
|
Country |
|
Project name |
|
Technology |
|
Sales tariff (USD per
MWh) |
|
|
Expected approximate Enlight
share |
|
|
PPA/FIT duration
|
|
Inflation indexed PPA
|
|
Storage capacity MWh
|
|
|
Capacity MWdc |
US(2)
|
|
New Mexico |
|
Atrisco |
|
Solar |
|
Confidential |
|
|
90% |
|
|
20 years |
|
No |
|
1,200 |
|
|
364 |
Total US
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200 |
|
|
364 |
Israel
|
|
Israel |
PV+ storage cluster |
|
Solar |
|
— |
|
|
64% |
|
|
— |
|
No |
|
316 |
|
|
100 | |
Total Israel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
316 |
|
|
100 |
CEE
|
|
Hungary |
|
Tapolca |
|
Solar |
|
— |
|
|
100% |
|
|
Merchant |
|
NA |
|
— |
|
|
60 |
Serbia |
Pupin |
Wind |
73 |
100% |
15 Years |
Yes |
— |
94 | |||||||||||||
Total CEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154 | |
Total consolidated projects |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,516 |
|
|
618 | |
Israel (not consolidated) |
|
Israel |
|
Unconsolidated Projects at share |
|
Solar |
|
— |
|
|
50% |
|
|
— |
|
PPA to be signed |
|
87 |
|
|
19 |
Total consolidated and consolidated JVs at
share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,603 |
|
|
637 |
(1) |
The figures in this chart are rounded to whole numbers or the nearest
hundredth decimal, as applicable. |
(2) | While we own 90.1% of Clēnera, we invest 100% of the equity requirements for our U.S.-based projects. In return, we receive 100% of the distributable cash flow until we return our capital investment, plus a high single-digit preferred return. |
Geographic sector |
|
Country |
|
Project name |
|
Technology |
|
Expected approximate Enlight
share |
|
PPA/FIT duration |
|
Inflation indexed PPA
|
|
Storage capacity MWh |
|
Capacity MWdc |
Israel
|
|
Israel |
|
Israel Storage |
|
Stand Alone Storage |
|
83% |
|
— |
|
PPA to be signed |
|
293 |
|
|
|
|
Israel |
|
Yatir |
|
Wind |
|
50% |
|
— |
|
PPA to be signed |
|
— |
|
38 |
Total Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
293 |
|
38 |
US(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iowa |
|
Coggon |
|
Solar |
|
100% |
|
20 years |
|
No |
|
— |
|
127 |
|
|
Michigan |
|
Gemstone |
|
Solar |
|
100% |
|
20 years |
|
No |
|
— |
|
185 |
|
|
Indiana |
|
Rustic hills 1+2 |
|
Solar |
|
100% |
|
20-25 years |
|
No |
|
— |
|
256 |
|
|
Arizona |
|
Co bar Complex |
|
Solar |
|
100% |
|
20 years |
|
No |
|
824 |
|
1,211 |
Arizona |
Roadrunner |
Solar |
|
100% |
|
20 years |
|
No |
940 |
294 | ||||||
California |
Country Acres |
Solar |
|
100% |
|
20-30 years |
|
No |
688 |
392 | ||||||
New Mexico |
Quail Ranch |
Solar |
|
100% |
|
20 years |
|
No |
400 |
120 | ||||||
Total US
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,852 |
|
2,585 |
Western Europe
|
|
Spain |
|
Gecama Solar |
|
Solar |
|
72% |
|
Merchant |
|
NA |
|
200 |
|
225 |
Italy |
Nardo Storage 1 |
Stand Alone Storage |
100% |
Merchant |
NA |
400 |
— | |||||||||
Total consolidated projects |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,745 |
|
2,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Israel (not consolidated) |
|
Israel |
|
Unconsolidated Projects at share |
|
Solar |
|
50% |
|
— |
|
PPA to be signed |
|
25 |
|
8 |
Total consolidated and consolidated JVs at share
|
|
|
|
|
|
|
|
|
|
|
|
|
3,770 |
|
2,856 |
(1) |
The figures in this chart are rounded to whole numbers. |
(2) | While we own 90.1% of Clēnera, we invest 100% of the equity requirements for our U.S.-based projects. In return, we receive 100% of the distributable cash flow until we return our capital investment, plus a high single-digit preferred return. |
Geographic Sector |
Country |
Technology |
|
Generation capacity MWdc
|
|
|
Storage capacity MWh
|
| |||||
Western Europe |
Italy |
Solar + Storage |
198 |
400 |
| ||||||||
Spain |
Solar + Storage |
400 |
256 |
||||||||||
Total Western Europe
|
Solar + Storage |
598 |
656 |
||||||||||
USA |
USA |
Solar + Storage |
3,606 |
8,856 |
| ||||||||
Mena |
Israel |
Solar + Storage |
153 |
2,979 |
| ||||||||
CEE |
Croatia |
Solar |
336 |
— |
| ||||||||
Total CEE |
Solar + Storage |
336 |
— |
| |||||||||
Total |
4,693 |
12,491 |
Geographic Sector |
Country |
Technology |
|
Generation capacity MWdc |
|
|
Storage capacity MWh |
| ||||
Western Europe |
|
Spain |
Solar |
100 |
— |
| ||||||
|
Italy |
Wind + Storage |
211 |
348 |
| |||||||
|
Total Western Europe
|
Solar + Wind + Storage
|
311 |
348 |
| |||||||
USA |
|
USA |
Solar + Storage |
8,948
|
8,000 |
| ||||||
Mena |
|
Israel |
Solar + Wind + Storage
|
730 |
4,255
|
| ||||||
CEE |
|
Hungary |
Solar |
180 |
— |
| ||||||
|
Croatia |
Solar + Wind |
179 |
— |
| |||||||
|
Serbia |
Wind |
200 |
— |
| |||||||
|
Total CEE |
Solar + Wind |
599 |
— |
| |||||||
Total |
|
|
|
|
|
|
10,549 |
|
|
|
12,603 |
|
• |
sweeping renewable energy mandates and regulations as a policy response to climate change;
|
• |
utility-scale solar energy and wind energy becoming some of the most competitive sources
of electricity generation on a LCOE basis; |
• |
the need for energy independence and security; |
• |
growing corporate and investor support for net-zero targets and the decarbonization of
energy; |
• |
widespread electrification of transportation (particularly automotive vehicles) and other
infrastructure that has historically been powered by fossil fuels; and |
• |
emergence of energy storage, which enhances the ability of solar energy and wind energy
generation to serve as load-following generation while providing additional grid resilience and combating extreme weather events.
|
• |
higher solar irradiance driving higher production levels and enabling greater utilization
of PTCs under the Inflation Reduction Act, as discussed elsewhere in this Annual Report; |
• |
growing scarcity of historically important power resources across the Western United
States, primarily driven by diminishing availability of hydroelectric power which accounts for more than 25% of all power generation capacity
in the western United States versus approximately 6% of all power generation capacity across the United States on average in 2021, according
to S&P Global Market; |
• |
accelerated retirement of coal plants with over 10 GW of coal retirement planned from
2024 to 2033; |
• |
increased electricity demand from new data centers being built across
the region; |
• |
higher renewable energy portfolio standards relative to other markets within the United
States; |
• |
an increasingly coordinated and regionalized western electricity market; |
• |
stronger public support for the transition away from fossil fuel generation; and
|
• |
community choice aggregation policies. |
• |
Clean Water Act. Clean
Water Act permits for the discharge of dredged or fill material into jurisdictional waters (including wetlands), and for water discharges
such as storm water runoff associated with construction activities, may be required. Renewable energy project developers may also be required
to mitigate any loss of wetland functions and values. Finally, renewable energy project developers may be required to follow a variety
of best management practices to ensure that water quality is protected and the environmental impacts of the project are minimized (e.g.,
erosion control measures). |
• |
Environmental Reviews.
Renewable energy projects may be subject to federal, state, or local environmental reviews, including under the federal National Environmental
Policy Act (“NEPA”), which requires federal agencies to evaluate the environmental effects of all major federal actions affecting
the quality of the human environment. The NEPA process, especially if it involves preparing a full Environmental Impact Statement, can
be time consuming and expensive. As noted above, renewable energy projects may be subject to similar environmental review requirements
at the state and local level in jurisdictions with NEPA-equivalent statutes, such as the California Environmental Quality Act in California.
|
• |
Threatened, Endangered and Protected
Species. Federal agencies considering the permit applications for renewable energy projects are required to consult with the United
States Fish and Wildlife Service to consider the effect on potentially affected threatened and endangered species and their habitats under
the federal Endangered Species Act. Renewable energy projects are also required to comply with the Migratory Bird Treaty Act and the Bald
and Golden Eagle Protection Act, which protect migratory birds and bald and golden eagles, respectively. Most states also have similar
laws. Federal and state agencies may require project developers to conduct avian and bat risk assessments prior to issuing permits for
solar energy projects, and may also require ongoing monitoring and mitigation activities or financial compensation. |
• |
Historic Preservation.
Federal and state agencies may be required to consider a renewable energy project’s effects on historical or archaeological and
cultural resources under the federal National Historic Preservation Act or similar state laws. Ongoing monitoring, mitigation activities
or financial compensation may also be required as a condition of conducting project operations. |
• |
Clean Air Act. Certain
operations may be subject to federal, state, or local permitting requirements under the Clean Air Act, which regulates the emission of
air pollutants, including greenhouse gases. |
• |
Local Regulations. Renewable
energy projects are also subject to local environmental and land use requirements, including county and municipal land use, zoning, building,
water use, and transportation requirements. Permitting at the local municipal or county level often consists of obtaining a special use
or conditional use permit under a land use ordinance or code, or, in some cases, rezoning in connection with the project. |
• |
Management, Disposal, and Remediation
of Hazardous Substances. Renewable energy projects and materials handled, stored, or disposed of on project properties may be subject
to the federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation,
and Liability Act (“CERCLA”), and analogous state laws. Environmental liability may arise under CERCLA for contamination that
occurred prior to a project developer’s ownership of or operations at a particular site. Project developers could be responsible
for the costs of investigation and cleanup, and for any related liabilities, including claims for damage to property, persons, or natural
resources. Such responsibility may arise even if the project developer was not at fault and did not cause, or was not aware of, the contamination.
To limit exposure to such environmental liability related to the land where a project is constructed, a developer may, prior to executing
a lease or purchase agreement for the property, commission an environmental site assessment (that is, a Phase I Environmental Site Assessment).
That Phase I Environmental Site Assessment is a necessary, but not sufficient, requirement if the project developer plans to attempt to
take advantage of the bona fide prospective purchaser defense against CERCLA liability. |
* |
Co-invest subsidiaries include wholly or partially owned entities which
were formed in connection with partnerships with Israeli institutions that co- invest in certain of our renewable energy projects.
|
** |
Project subsidiaries include wholly or partially owned entities which
were formed in connection with one or more renewable energy projects. |
2008 |
Our Founding |
2009 |
First project finance closed in Israel for rooftop
solar energy project |
2010 |
Listing on the Tel Aviv Stock Exchange |
2011 |
Initiation of onshore wind energy development activities
in Israel |
2012 |
First solar energy project in Europe |
2013 |
Onset of construction of Halutzyut, the largest solar
energy project in Israel at the time |
2014 |
First wind energy project in Europe |
2015 |
Commercial operation of Halutzyut |
2016 |
Entry into the Balkan wind energy market |
2017 |
Entry into the Hungarian solar energy market
|
2018 |
Acquisition of the biggest onshore wind energy project
under development in Spain |
2019 |
Entry into the Swedish wind energy market |
2020 |
Acquisition of Björnberget, one of the largest
onshore wind energy farms in Europe |
2021 |
Entry into the United States through the Clēnera
Acquisition |
2023 |
Listing on Nasdaq; first operational project in the
United States |
• |
certain amount of the proceeds, as determined in the Repayment Schedule,
is recorded as principal payments made by the regulator to repay the Financial Asset (the “Repayments”), which do not appear
in the profit and loss statement in our financial statements; |
• |
certain amount of the proceeds, reflecting the interest payments made
by the regulator to repay the Financial Asset, is recorded as finance income (“Interest Income” and, together with the Repayments,
“Financial Asset Payments”); and |
• |
the remaining amount of the proceeds, if any, are recorded as revenue
from the operation of renewable energy facilities. |
• |
$17.6 million recorded as Financial Asset Payments, which appears in
our cash flow statement under cash flow from operations; and |
• |
$7.1 million recorded as revenue from the operation of renewable energy
facilities. |
• |
$14.1 million recorded as Financial Asset Payments, which appears in
our cash flow statement under cash flow from operations; and |
• |
$4.6
million recorded as revenue from the operation of renewable energy facilities. |
|
Year Ended December 31,
|
Period-over-Period Change
|
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
Proceeds from the sale of electricity by Financial Asset Projects
|
$ |
18,754 |
$ |
24,673 |
$ |
(5,919 |
) |
(24 |
)% | |||||||
Proceeds from the sale of electricity recorded as Financial Asset
Payments |
14,120 |
17,578 |
(3,458 |
) |
(19.7 |
)% | ||||||||||
Proceeds from the sale of electricity recorded as revenue |
4,634 |
7,095 |
(2,416 | ) | (35 | )% |
|
Year ended December |
|||||||
|
2023 |
2022 |
||||||
|
(in thousands) |
|||||||
Revenues
|
$ |
255,702 |
$ |
192,172 |
||||
Cost of sales
|
(52,794 |
) |
(40,438 |
) | ||||
Depreciation and amortization
|
(63,849 |
) |
(40,563 |
) | ||||
Gross profit
|
139,059 |
111,171 |
||||||
General and administrative expenses
|
(33,303 |
) |
(28,739 |
) | ||||
Development expenses
|
(6,347 |
) |
(5,587 |
) | ||||
Other income
|
58,734 |
13,767 |
||||||
Operating profit
|
158,143 |
90,612 |
||||||
Finance income
|
36,799 |
23,341 |
||||||
Finance expenses
|
(68,143 |
) |
(62,591 |
) | ||||
Total finance expenses, net
|
(31,344 |
) |
(39,250 |
) | ||||
Profit before tax and equity loss
|
126,799 |
51,362 |
||||||
|
||||||||
Share of losses of equity accounted investees
|
(330 |
) |
(306 |
) | ||||
Profit before income taxes
|
126,469 |
51,056 |
||||||
Taxes on income
|
(28,428 |
) |
(12,943 |
) | ||||
Profit for the year
|
$ |
98,041 |
$ |
38,113 |
||||
|
||||||||
Profit for the year attributed to: |
||||||||
Owners of the Company
|
70,924 |
24,749 |
||||||
Non-controlling interests
|
27,117 |
13,364 |
|
Year ended December |
|||||||
|
2023 |
2022 |
||||||
|
||||||||
Revenues
|
100 |
% |
100 |
% | ||||
Cost of sales
|
(20.6 |
)% |
(21.0 |
)% | ||||
Depreciation and amortization
|
(25.0 |
)% |
(21.1 |
)% | ||||
Gross profit
|
54.4 |
% |
57.8 |
% | ||||
General and administrative expenses
|
(13.1 |
)% |
(15.0 |
)% | ||||
Development expenses
|
(2.5 |
)% |
(2.9 |
)% | ||||
Other income
|
23.0 |
% |
7.2 |
% | ||||
Operating profit
|
61.8 |
% |
47.2 |
% | ||||
Finance income
|
14..4 |
% |
12.1 |
% | ||||
Finance expenses
|
(26.6 |
)% |
(32.6 |
)% | ||||
Total finance expenses, net
|
(12.2 |
)% |
(20.4 |
)% | ||||
Profit before tax and equity loss
|
49.6 |
% |
26.7 |
% | ||||
Share of losses of equity accounted investees
|
(0.2 |
)% |
(0.2 |
)% | ||||
Profit before income taxes
|
49.4 |
% |
26.5 |
% | ||||
Taxes on income
|
(11.1 |
)% |
(6.7 |
)% | ||||
Profit for the year
|
38.3 |
% |
19.8 |
% | ||||
Profit for the year attributable to: |
||||||||
Owners of the Company
|
27.7 |
% |
12.9 |
% | ||||
Non-controlling interests
|
10.6 |
% |
6.9 |
% |
Year Ended
December 31, |
Period-over-Period Change |
|||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
Electricity and operation of facilities
|
$ |
247,442 |
$ |
181,058 |
$ |
66,384 |
36.7 |
% | ||||||||
Construction and management services
|
8,260 |
11,114 |
(2,854 |
) |
(25.7 |
)% | ||||||||||
Total revenue
|
$ |
255,702 |
$ |
192,172 |
$ |
63,530 |
33.1 |
% |
|
Year Ended
December 31, |
Period-over-Period Change |
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
Cost of sales: |
||||||||||||||||
Operating and maintenance
|
$ |
45,751 |
$ |
33,279 |
$ |
12,472 |
37.5 |
% | ||||||||
Construction and management services
|
7,043 |
7,159 |
(116 |
) |
(1.62 |
)% | ||||||||||
Total cost of sales
|
$ |
52,794 |
$ |
40,438 |
$ |
12,356 |
30.6 |
% |
|
Year Ended
December 31, |
Period-over-Period Change |
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
General and administrative expenses
|
$ |
33,303 |
$ |
28,739 |
$ |
4,564 |
15.9 |
% |
|
Year Ended
December 31, |
Period-over-Period Change |
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
Development expenses
|
$ |
6,347 |
$ |
5,587 |
$ |
760 |
13.6 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
Other income
|
$ |
58,734 |
$ |
13,767 |
$ |
44,967 |
326.6 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
Finance income
|
$ |
36,799 |
$ |
23,341 |
$ |
13,458 |
57.7 |
% | ||||||||
Finance expense
|
(68,143 |
) |
(62,591 |
) |
(5,552 |
) |
(8.87 |
)% | ||||||||
Total Finance Income/(Expense)
|
$ |
(31,344 |
) |
(39,250 |
) |
$ |
7,906 |
20.1 |
% |
|
Year Ended
December 31, |
Period-over-Period Change |
||||||||||||||
|
2023 |
2022 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||
|
||||||||||||||||
Adjusted EBITDA
|
$ |
188,790 |
$ |
129,935 |
$ |
58,855 |
45.3 |
% |
|
For the Year Ended December
31, |
|||||||
|
2023 |
2022 |
||||||
|
(in thousands) |
|||||||
Net Income
|
$ |
98,041 |
$ |
38,113 |
||||
Depreciation and amortization
|
65,796 |
42,267 |
||||||
Share based compensation
|
4,970 |
8,673 |
||||||
Non-recurring other income*
|
(40,119 |
) |
(11,617 |
) | ||||
Finance income
|
(36,799 |
) |
(23,341 |
) | ||||
Finance expenses
|
68,143 |
62,591 |
||||||
Share of losses of equity accounted investees
|
330 |
306 |
||||||
Taxes on income
|
28,428 |
12,943 |
||||||
Adjusted EBITDA
|
$ |
188,790 |
$ |
129,935 |
• |
constructing our projects (including equipment costs, EPC costs and other
construction costs); |
• |
project origination initiatives to produce Mature Projects (including
development expenditures, security deposits, letters of credit, equipment deposits and project acquisitions); |
• |
general and administrative expenses and other overhead costs; |
• |
liquidity reserve for unforeseen events; and |
• |
other growth-related investment opportunities. |
Series |
Debt Outstanding as of December 31, 2023 (USD in millions)* |
Effective interest
rate |
Effective interest rate debt component only |
Indexation |
Bond rating as of December
31, 2022 |
Duration (Years) |
|||||||||||||
C |
$ |
147 |
3.2 |
% |
1.5 |
% |
None |
A2 il stable |
4.6 |
||||||||||
D |
$ |
106 |
3.2 |
% |
3.2 |
% |
None |
A2 il stable |
4.5 |
||||||||||
E |
$ |
24 |
4.4 |
% |
4.4 |
% |
None |
Unrated |
1.1 |
||||||||||
F |
$ |
201 |
3.8 |
% |
3.8 |
% |
None |
A2 il stable |
2.2 |
• |
the Series E Debentures are not linked to any index or currency;
|
• |
the Series E Debentures are repayable in 13 payments, including 12 semi-annual
payments, each at a rate of 3.5% of the principal amount and an additional payment, at a rate of 58.0% of the principal amount, which
will be paid on March 1, 2025; |
• |
the Series E Debentures bear a fixed annual interest to be paid semi-annually,
in March and September of each of the years 2018 to 2025 (inclusive). The Series E Debentures effective interest rate is approximately
4.4%; |
• |
the Series E Debentures is not secured by any collateral or other security;
and |
• |
so long as the Series E Debentures remain outstanding, we are required
to meet the following financial covenants: |
• |
equity according to our financial statements (audited or reviewed) will
not be less than NIS 200 million (approximately $55.4 million); |
• |
the ratio between standalone net financial debt and net cap will not
exceed 70% during two consecutive financial statements (audited or reviewed); |
• |
should standalone net financial debt exceed NIS 10 million (approximately
$2.8 million), and the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if
any) will not exceed 18 during more than two consecutive financial statements (audited or reviewed); |
• |
the equity to total balance sheet ratio in our standalone reports will
be no less than 20% during two consecutive financial statements (audited or reviewed); |
• |
we will not create and/or will not agree to create, in favor of any third
party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation
whatsoever; and |
• |
we will not perform any distribution except subject to the cumulative
conditions specified in the trust deed of the debentures. |
• |
the Series F Debentures are not linked to index or currency; |
• |
the Series F Debentures are repayable in seven payments, including six
annual payments, each at a rate of 8.0% of the principal amount and an additional payment at a rate of 52.0% of the principal amount,
which will be paid on September 1, 2026; |
• |
the Series F Debentures bear a fixed annual interest to be paid semi-annually,
in March and September of each of the years 2019 to 2026 (inclusive). The Series F Debentures weighted average effective interest rate
is approximately 3.1%; |
• |
the Series F Debentures are not secured by any collateral or other security;
and |
• |
so long as the Series F Debentures remain outstanding, we are required
to meet the following financial covenants: |
• |
equity according to our financial statements (audited or reviewed) will
not be less than NIS 375 million (approximately $103.4 million); |
• |
the ratio between standalone net financial debt and net cap will not
exceed 70% during two consecutive financial statements (audited or reviewed); |
• |
should standalone net financial debt exceed NIS 10 million (approximately
$2.8 million), the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any)
will not exceed 18 during more than two consecutive financial statements (audited or reviewed); |
• |
the equity to total balance sheet ratio in our standalone reports will
be no less than 20% during two consecutive financial statements (audited or reviewed); |
• |
we will not create and/or will not agree to create, in favor of any third
party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation
whatsoever; and |
• |
we will not perform any distribution except subject to the cumulative
conditions specified in the trust deed of the debentures. |
• |
the Series C Debentures are not linked to index or currency; |
• |
the Series C Debentures are repayable in a single payment on September
1, 2028; |
• |
the Series C Debentures weighted average interest rate and effective
interest rate is approximately 1.5% and 3.2%, respectively. The effective interest rate takes into account the embedded value of the equity
component of the convertible bond; |
• |
the unpaid principal balance of the Series C Debentures is convertible
into ordinary shares, according to the following schedule: from the date of listing of the Series C Debentures on the TASE and until December
31, 2023, each NIS 9.0 (or approximately $2.50) par value of the Series C Debentures will be convertible into one of our ordinary shares;
and (ii) from January 1, 2024 to August 22, 2028, each NIS 24.0 (or approximately $6.62) par value of the Series C Debentures will be
convertible into one of our ordinary shares; |
• |
the Series C Debentures is not secured by any collateral or other security;
and |
• |
so long as the Series C Debentures remain outstanding, we are required
to meet the following financial covenants: |
• |
equity according to our financial statements (audited or reviewed) will
not be less than NIS 1,250 million (approximately $344.6 million); |
• |
the ratio between standalone net financial debt and net cap will not
exceed 65% during two consecutive financial statements (audited or reviewed); |
• |
the ratio of net financial debt (consolidated) to EBITDA (as defined
in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited
or reviewed); |
• |
the equity to total balance sheet ratio in our standalone reports will
be no less than 25% during two consecutive financial statements (audited or reviewed); |
• |
we will not create and/or will not agree to create, in favor of any third
party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation
whatsoever; and |
• |
we will not perform any distribution except subject to the cumulative
conditions specified in the trust deed of the debentures. |
• |
the Series D Debentures are not linked to index or currency; |
• |
the Series D Debentures are repayable in two payments, each at a rate
of 50% of the principal amount, on September 1, 2027 and 2029; |
• |
the Series D Debentures bear a fixed annual interest of 1.5%, to be paid
semi-annually, in March and September of each of the years 2021 to 2029 (inclusive); |
• |
the Series D Debentures effective interest rate is approximately 3.15%;
|
• |
the Series D Debentures is not secured by any collateral or other security;
and |
• |
so long as the Series D Debentures remain outstanding, we are required
to meet the following financial covenants: |
• |
equity according to our financial statements (audited or reviewed) will
not be less than NIS 1,250 million (approximately $344.6 million); |
• |
the ratio between standalone net financial debt and net cap will not
exceed 65% during two consecutive financial statements (audited or reviewed); |
• |
the ratio of net financial debt (consolidated) to EBITDA (as defined
in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited
or reviewed); |
• |
the equity to total balance sheet ratio in our standalone reports will
be no less than 25% during two consecutive financial statements (audited or reviewed); |
• |
we will not create and/or will not agree to create, in favor of any third
party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation
whatsoever; and |
• |
we will not perform any distribution except subject to the cumulative
conditions specified in the trust deed of the debentures. |
• |
the facility period shall be 18 months following the date of provision
of credit; |
• |
repayment of principal will be made in one payment, 60 months after the
date of provision of credit. The interest will be paid on a quarterly basis; and |
• |
so long as the Credit Facilities remain outstanding, we are required
to meet the following covenants: |
• |
to submit routine and standard reports to the Lenders; |
• |
to maintain a rating of Baa3.il, or a corresponding rating, from one
of the local rating agencies (Maalot or Midroog), or from one of the international rating agencies (Moody’s and/or S&P);
|
• |
to maintain a current negative pledge and a negative pledge in favor
of the Lenders, in respect of proceeds which will be received by some of our subsidiaries, as defined in the Credit Agreements;
|
• |
to maintain our total equity, as defined in the Credit Agreements, above
a total of NIS 1 billion (or approximately $275.7 million); |
• |
the ratio between standalone net financial debt and net cap will not
exceed 70% during two consecutive quarters; |
• |
the result obtained by dividing the net financial debt ratio by operating
profit for debt service, on a consolidated basis, will not exceed 18 during two consecutive quarters; and |
• |
the equity to total balance sheet ratio, on a standalone basis in our
separate financial information, as defined in the Credit Agreements, will not fall below 20% during two consecutive quarters. |
|
Year ended December 31,
|
|||||||
|
2023 |
2022 |
||||||
|
(in millions) |
|||||||
Net cash provided by operating activities |
$ |
149.6 |
$ |
90.4 |
||||
Cash from financing activities |
||||||||
Project level finance net of repayments |
420.4 |
431.9 |
||||||
Project level tax equity |
116.0 |
— |
||||||
Project level cash from equity partners net of distributions |
(9.1 |
) |
14.1 |
|||||
Holding company debt issuance net of repayments
|
68.3 |
31.1 |
||||||
Holding company equity issuance |
266.5 |
206.6 |
||||||
Deferred financing costs |
(2.0 |
) |
(5.0 |
) | ||||
Other |
(4.8 |
) |
6.0 |
|||||
Total Sources
|
$ |
855.3 |
$ |
684.7 |
||||
Net cash used in investing activities
|
||||||||
Capital Expenditures and acquisition expenses |
$ |
830.7 |
$ |
818.1 |
||||
Short term investments |
(32.6 |
) |
1.9 |
|||||
Total Uses |
798.1 |
820.0 |
||||||
Net change in cash |
$ |
206.9 |
$ |
(44.9 |
) |
|
Year ended December 31,
|
|||||||
|
2023 |
2022 |
||||||
|
(in thousands) |
|||||||
Net cash provided by operating activities
|
$ |
149,620 |
$ |
90,376 |
||||
Cash used in investing activities
|
(798,065 |
) |
(820,000 |
) | ||||
Cash generated from financing activities
|
855,305 |
684,741 |
Name |
|
Age |
|
Position |
Executive Officers |
|
|
|
|
Gilad Yavetz(3)
|
|
53 |
|
Chief Executive Officer and Director |
Nir Yehuda
|
|
48 |
|
Chief Financial Officer |
Amit Paz
|
|
57 |
|
Senior Vice President of Engineering, Contracting
and Procurement |
Ilan Goren
|
|
51 |
|
General Manager, Enlight US |
Ayelet Cohen Israeli
|
56 |
Vice President, Operations | ||
Gilad Peled
|
49 |
General Manager, Enlight MENA | ||
Marko Liposcak
|
47 |
General Manager, Enlight EU | ||
Lisa Haimoviz
|
58 |
Vice President, General Counsel | ||
Meron Carr
|
51 |
Vice President, Strategic Projects | ||
Joseph Lefkovitz
|
33 |
Vice President, Corporate Finance and M&A | ||
Non-Employee Directors |
|
|
|
|
Yair Seroussi(3)*
|
|
68 |
|
Chairman of the Board |
Liat Benyamini(1)(2)(4)*
|
|
47 |
|
Director |
Michal Tzuk(2)(4)*
|
|
47 |
|
Director |
Alla Felder(4)*
|
|
50 |
|
Director |
Dr. Shai Weil(2)*
|
|
54 |
|
Director |
Yitzhak Betzalel(1)(2)*
|
|
58 |
|
Director |
Zvi Furman(1)(3)(4)*
|
|
75 |
|
Director |
(1) |
Member of the audit committee |
(2) |
Member of the compensation committee |
(3) |
Member of the nominating committee |
(4) |
Member of the environmental, social and governance committee |
Board Diversity Matrix
As of the date of this Annual Report |
||||
Country of Principal Executive Offices: |
Israel | |||
Foreign Private Issuer |
Yes | |||
Disclosure Prohibited under Home Country Law |
No | |||
Total Number of Directors |
8 | |||
|
Female |
Male |
Non-Binary/Transgender |
Did Not Disclose Gender |
Part I: Gender Identity |
| |||
Directors |
3 |
5 |
0 |
0 |
Part II: Demographic Background |
| |||
Underrepresented Individual in Home Country Jurisdiction |
0 | |||
LGBTQ+ |
0 | |||
Did Not Disclose Demographic Background |
0 |
• |
at least a majority of the shares held by all shareholders who are not
controlling shareholders and do not have a personal interest in such matter, present and voting on such matter, are voted in favor of
the compensation package, excluding abstentions; or |
• |
the total number of shares of non-controlling shareholders and shareholders
who do not have a personal interest in such matter voting against the compensation package does not exceed 2.0% of the aggregate voting
rights in the company. |
• |
Mr. Gilad Yavetz, Chief Executive Officer. Compensation
expenses recorded in 2023 of $0.38 million in salary expenses and $0.05
million in social benefits costs. |
• |
Mr. Nir Yehuda, Chief Financial Officer. Compensation expenses
recorded in 2023 of $0.28 million in salary expenses and $0.04
million in social benefits costs. |
• |
Mr. Michael Avidan, President
Enlight US. Compensation expenses recorded in 2023 of $0.27 million in salary expenses and $0.03
million in social benefits costs. |
• |
Mr. Amit Paz, Senior Vice President of Engineering and Operations.
Compensation expenses recorded in 2023 of $0.23 million in salary expenses and $0.05
million in social benefits costs. |
• |
Mr. Ilan Goren, General Manager Enlight US. Compensation
expenses recorded in 2023 of $0.21 million in salary expenses and $0.04
million in social benefits costs. |
• |
amended terms of engagement with and the grant of 87,023 restricted share
units (“RSUs”) to our Chief Executive Officer, Gilad Yavetz, with the principal terms of engagement consisting of gross monthly
compensation in the amount of NIS 108,000 per month (reflecting an annual employer’s cost in the amount of approximately NIS 1,664
thousand), effective as of January 1, 2024, and an annual bonus cap of up to 10 monthly salaries (excluding a discretionary bonus and
a bonus for outstanding performance). The RSUs, which would be granted under the Company’s 2010 Plan, would vest in four equal annual
installments of 25% so long as Mr. Yavetz serves as an officer of the Company, with the first installment to vest a year from the grant
date and an additional 25% to vest on each annual anniversary of the vesting date thereafter. |
• |
the grant of 14,233 RSUs to the chairman of our board of directors, Yair
Seroussi,. The RSUs, which would be granted under the Company’s 2010 Plan, would vest in four equal annual installments of 25%,
with the first installment to vest a year from the grant date and an additional 25% to vest on each annual anniversary of the vesting
date thereafter. |
• |
the grant of 5,112 RSUs to each of the other six non-executive members
of our board of directors (excluding the chairman of our board of directors). The RSUs, which would be granted under the Company’s
2010 Plan, would vest in three equal annual installments of 33 1/3%, with the first installment to vest a year from the grant date and
an additional 33 1/3% to vest on each annual anniversary of the vesting date thereafter. |
• |
the issuance of an exemption letter to our Chief Executive Officer, Gilad
Yavetz, and each of our directors, exempting them from liability towards the Company under certain limited circumstances. |
• |
at least a majority of the shares of non-controlling shareholders and
shareholders that do not have a personal interest in the approval voted on the proposal are voted in favor (disregarding abstentions);
or |
• |
the total number of shares of non-controlling shareholders and shareholders
who do not have a personal interest in such appointment that are voted against such appointment does not exceed 2% of the aggregate voting
rights in the company. |
• |
overseeing the accounting and financial reporting processes of the Company
and audits of our financial statements and the effectiveness of our internal control over financial reporting, and making such reports
as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; appointing, compensating,
retaining and overseeing the work of our independent auditors, subject to ratification by the board of directors, and in the case of appointment,
to ratification by the shareholders; |
• |
pre-approving audit and non-audit services to be provided by the independent
auditors and related fees and terms; |
• |
reviewing with management and our independent auditor our annual and
interim financial statements prior to publication or filing (or submission, as the case may be) to the SEC; |
• |
recommending to the board of directors the retention and termination
of the internal auditor and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, approving the
yearly or periodic work plan proposed by the internal auditor and examining whether the internal auditor was afforded all required resources
to perform its role; |
• |
reviewing with our general counsel and/or external counsel, as deemed
necessary, legal and regulatory matters that could have a material impact on the financial statements; |
• |
identifying irregularities in our business administration by, among other
things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;
|
• |
reviewing policies and procedures with respect to transactions between
the Company and officers and directors (other than transactions related to the compensation or terms of service of the officers and directors),
or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding
whether to approve such acts and transactions if so required under the Companies Law; and |
• |
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing matters, and for the submission by Company employees of concerns regarding
questionable accounting or auditing matters. |
• |
recommending to the board of directors the approval of the compensation
policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period
of more than three years; |
• |
monitoring the implementation of the compensation policy and periodically
making recommendations to the board of directors with respect to any amendments or updates of the compensation policy; |
• |
resolving whether or not to approve arrangements with respect to the
terms of office and employment of office holders; and |
• |
exempting, under certain circumstances, transactions with our chief executive
officer from the approval of our shareholders. |
• |
from time to time, reviewing the implementation of our compensation policy in accordance
with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based
compensation plans (insofar as these relate to office holders in the Company), and overseeing the development and implementation of such
policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required
under the Companies Law; |
• |
reviewing and approving the employment terms of our office holders, including granting
of options and other incentive awards and reviewing and approving corporate goals and objectives relevant to the compensation of our executive
officers, including evaluating their performance in light of such goals and objectives; and approving transactions regarding office holders’
compensation pursuant to the Companies Law and exempting certain transactions with our Chief Executive Officer from the approval of the
general meeting of our shareholders pursuant to the Companies Law. |
• |
recommending to our board of directors for its approval a compensation
policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans
and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board
of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; |
• |
establishing annual goals and objectives for the Company’s Chief
Executive Officer and the other executive officers, and assisting the Board in discharging its responsibilities relating to the compensation
of the Company’s Chief Executive Officer and other executive officers and the overall compensation; |
• |
reviewing and making recommendations to the Board regarding director
compensation; |
• |
approving and exempting certain transactions regarding office holders’
compensation pursuant to the Companies Law; and |
• |
administering our equity-based compensation plans, including without
limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto,
and making awards to eligible persons under the plans and determining the terms of such awards. |
• |
at least a majority of the shares of non-controlling shareholders and
shareholders that do not have a personal interest in the approval, which are voted at the meeting, are voted in favor (disregarding abstentions);
or |
• |
the total number of shares of non-controlling shareholders and shareholders
who do not have a personal interest in the approval, which are voted against such approval, does not exceed 2% of the aggregate voting
rights in the company. |
• |
the education, skills, experience, expertise and accomplishments of the
relevant office holder; |
• |
the office holder’s position, responsibilities and prior compensation
agreements with him or her; |
• |
the ratio between the cost of the terms of employment of an office holder
and the cost of the employment of other employees of the company, including employees employed through contractors who provide services
to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as
the impact of disparities between them on the work relationships in the company; |
• |
if the terms of employment include variable components—the possibility
of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash
variable equity-based components; and |
• |
if the terms of employment include severance compensation—the term
of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance
during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits, and
the circumstances under which he or she is leaving the company. |
• |
with regard to variable components: |
• |
with the exception of office holders who report directly to the chief
executive officer, means of determining the variable components on a long-term performance basis and on measurable criteria; however,
the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be
awarded based on non-measurable criteria, if such amount is not higher than three months’ salary per annum, while taking into account
such office holder’s contribution to the company; and |
• |
the ratio between variable and fixed components, as well as the limit
of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant.
|
• |
a clawback provision pursuant to which the officer will return to the
company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment,
if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s
financial statements; |
• |
the minimum holding or vesting period of variable equity-based components
to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and |
• |
a limit to retirement grants. |
• |
advancing our goals, work plan and policies in the long-term; |
• |
creating appropriate incentives for our officers, taking into account,
among other things, our risk management policy; |
• |
the high level of responsibility and complexity of the role of our officers;
|
• |
our size, our profitability and the nature of our activities; and
|
• |
the contribution of the office holder to the achievement of our goals
and attaining profits, with a long-term perspective and in accordance with the position of the office holder. |
• |
recommending to our board of directors our general strategy, including,
but not limited to, environmental, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance,
reputation, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant
to us (collectively, “ESG Matters”); |
• |
overseeing our policies, practices and performance with respect to ESG
Matters; |
• |
overseeing our reporting standards in relation to ESG Matters;
|
• |
reporting to our board of directors about current and emerging topics
relating to ESG Matters that may affect our business, operations, performance or public image or are otherwise pertinent to us and our
stakeholders and, if appropriate, detail actions taken in relation to the same; and |
• |
advising our board of directors on shareholder proposals and other significant
stakeholder concerns relating to ESG Matters. |
• |
information on the advisability of a given action brought for his or
her approval or performed by virtue of his or her position; and |
• |
all other important information pertaining to these actions. |
• |
refrain from any act involving a conflict of interest between the performance
of his or her duties in the company and his or her personal affairs; |
• |
refrain from any activity that is competitive with the business of the
company; |
• |
refrain from exploiting any business opportunity of the company in order
to receive a personal gain for himself or herself or others; and |
• |
disclose to the company any information or documents relating to the
company’s affairs which the office holder received as a result of his or her position as an office holder. |
• |
an amendment to the company’s articles of association; |
• |
an increase of the company’s registered share capital; |
• |
a merger; or |
• |
interested party transactions that require shareholder approval.
|
• |
a financial liability imposed on him or her in favor of another person
pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office
holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion
of the board of directors, are foreseeable based on the company’s activities when the undertaking to indemnify is given, and to
an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall
detail the abovementioned events and amount or criteria; |
• |
reasonable litigation expenses, including attorneys’ fees, incurred
by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct
such investigation or proceeding, provided that no indictment was filed against such office holder as a result of such investigation or
proceeding and no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation
or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal
intent and (2) in connection with a monetary sanction; |
• |
reasonable litigation expenses, including attorneys’ fees, incurred
by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party
or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that
does not require proof of criminal intent; and |
• |
expenses, including reasonable litigation expenses and legal fees, incurred
by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments
made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities
Law of 1968 (the “Israeli Securities Law”). |
• |
a breach of the duty of loyalty to the company, to the extent that the
office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• |
a breach of the duty of care to the company or to a third party, including
a breach arising out of the negligent conduct of the office holder; |
• |
a financial liability imposed on the office holder in favor of a third
party; |
• |
a financial liability imposed on the office holder in favor of a third
party harmed by a breach in an administrative proceeding; and |
• |
expenses, including reasonable litigation expenses and legal fees, incurred
by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli
Securities Law. |
• |
a breach of the duty of loyalty, except to the extent that the office
holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• |
a breach of the duty of care committed intentionally or recklessly, excluding
a breach arising out of the negligent conduct of the office holder; |
• |
an act or omission committed with intent to derive illegal personal benefit;
or |
• |
a fine, monetary sanction or forfeit levied against the office holder.
|
Principal shareholders
|
Number of Ordinary Shares
|
% of Outstanding Ordinary Shares
|
||||||
Greater than 5% shareholders |
||||||||
Migdal Insurance & Financial Holdings Ltd(1)
|
10,014,090 |
8.48 |
% | |||||
Harel Insurance Investments & Financial Services Ltd(2)
|
9,523,353 |
8.07 |
% | |||||
The Phoenix Holdings Ltd.(3)
|
13,103,346 |
11.10 |
% | |||||
Meitav Investment House Ltd.(4)
|
8,703,688 |
7.37 |
% | |||||
Clal Insurance Enterprises Holdings Ltd.(5)
|
7,936,313 |
6.72 |
% | |||||
Menora Mivtachim Holdings Ltd.(6)
|
6,015,532 |
5.09 |
% | |||||
Directors and executive officers
|
||||||||
Gilad Yavetz(7)
|
1,955,470 |
1.65 |
% | |||||
Nir Yehuda(8)
|
319,039 |
* |
||||||
Amit Paz(9)
|
1,597,968 |
1.35 |
% | |||||
Ilan Goren(10)
|
250,931 |
* |
||||||
Ayelet Cohen Israeli(11)
|
50,000 |
* |
||||||
Gilad Peled(12)
|
17,500 |
* |
||||||
Marko Liposcak(13)
|
30,000 |
* |
||||||
Lisa Haimoviz(14)
|
- |
* |
||||||
Meron Carr(15)
|
305,186 |
* |
||||||
Joseph Lefkovitz(16)
|
41,000 |
* |
||||||
Yair Seroussi(17)
|
256,250 |
* |
||||||
Liat Benyamini
|
- |
* |
||||||
Michal Tzuk
|
- |
* |
||||||
Alla Felder
|
- |
* |
||||||
Dr. Shai Weil(18)
|
40,552 |
* |
||||||
Yitzhak Betzalel
|
- |
* |
||||||
Zvi Furman
|
- |
* |
||||||
All executive
officers and directors as a group (17 persons) |
4,863,896 |
4.15 |
% |
(1) |
Pursuant to a Schedule 13G filed by Migdal Insurance &
Financial Holdings Ltd. (“Migdal”) with the SEC on January 31, 2024, consists of 10,014,090
ordinary shares beneficially owned by Migdal and entities under its control. The address of Migdal is 4 Efal Street, P.O. Box 3063, Petach
Tikva, Israel |
(2) |
To the Company’s knowledge, consists of 9,523,353
ordinary shares beneficially owned by Harel Insurance Investments & Financial Services Ltd. (“Harel”)
and entities under its control. To the Company’s knowledge, the ultimate controlling shareholders of Harel are Mr. Yair Hamburger,
Mr. Gideon Hamburger and Ms. Nurit Manor. The address of Harel is Abba Hillel 3, Ramat Gan, Israel. |
(3) |
Pursuant to a Schedule 13G filed by the Phoenix Holdings
Ltd. (“Phoenix”) with the SEC on February 14, 2024, consists of 13,103,346 ordinary shares
Phoenix and entitles under its control. The address of Phoenix is Derech Hashalom 53, Givataim, Israel. |
(4) |
Pursuant to a Schedule 13G filed by Meitav Investment House
Ltd. (“Meitav”) with the SEC on January 9, 2024, consists of 8,703,688 ordinary shares,
each beneficially owned by Meitav and entitles under its control. The address for Meitav is 30 Derekh Sheshet Ha-Yamim, Bnei Brak, Israel.
|
(5) |
Pursuant to a Schedule 13G filed by Clal Insurance Enterprises Holdings
Ltd. (“Clal”) with the SEC on February 14, 2024, consists of 7,936,313 ordinary shares Clal and entities under its control.
The address for Clal is 36 Raul Walenberg St., Tel Aviv, Israel. |
(6) |
Pursuant to a Schedule 13G filed by Menora Mivtachim
Holdings Ltd. (“Menora”) with the SEC on April 13, 2023, consists of 6,015,532 ordinary shares
beneficially owned by Menora and entitles under its control. The address of Menora is Menora House, 23 Jabotinsky St., Ramat Gan 5251102,
Israel |
(7) |
Consists of (i) 796,198 ordinary shares beneficially owned
directly by Mr. Yavetz and (ii) 1,159,272 ordinary shares subject to options held by Mr. Yavetz that
are exercisable within 60 days of March 15, 2024. |
(8) |
Consists of (i) 1,400 ordinary
shares beneficially owned directly by Mr. Yehuda and (ii) 317,639 ordinary shares subject to options
held by Mr. Yehuda that are exercisable within 60 days of March 15, 2024. |
(9) |
Consists of (i) 765,468
ordinary shares beneficially owned directly by Mr. Paz and (ii) 832,500 ordinary shares subject to options held by Mr. Paz that are exercisable
within 60 days of March 15, 2024. |
(10) |
Consists of 250,931
ordinary shares subject to options held by Mr. Goren that are exercisable within 60 days of March 15,
2024. |
(11) |
Consists of 50,000 ordinary shares subject to options held by Ms. Cohen
Israeli that are exercisable within 60 days of March 15, 2024. |
(12) |
Consists of 17,500 ordinary shares subject to options held by Mr. Peled
that are exercisable within 60 days of March 15, 2024. |
(13) |
Consists of 30,000 ordinary shares subject to options held by Mr. Liposcak
that are exercisable within 60 days of March 15, 2024. |
(14) |
Consists of 0 ordinary shares subject to options held by Ms. Haimoviz
that are exercisable within 60 days of March 15, 2024. |
(15) |
Consists of 305,186 ordinary shares subject to options held by Mr. Carr
that are exercisable within 60 days of March 15, 2024. |
(16) |
Consists of 41,000 ordinary shares subject to options held by Mr. Lefkovitz
that are exercisable within 60 days of March 15, 2024. |
(17) |
Consists of 256,250 ordinary shares subject to options held
by Mr. Seroussi that are exercisable within 60 days of March 15, 2024. |
(18) |
Consists of 40,552 ordinary
shares beneficially owned directly by Mr. Weil. Not included as beneficially owned by Dr. Weil
are 807,604 ordinary shares owned directly by Givon Investments Partnership (GAAS), which is controlled by the Weil family of which Dr.
Weil is a part. |
• |
amortization of the cost of purchased patent, rights to use a patent,
and know-how, which are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on
the year in which such rights were first exercised; |
• |
under limited conditions, an election to file consolidated tax returns
with related Israeli Industrial Companies; and |
• |
expenses related to a public offering are deductible in equal amounts
over three years commencing on the year of the offering. |
|
Year Ended December 31,
|
|||||||
|
2023 |
2022 |
||||||
|
(in thousands)
|
|||||||
Audit Fees
|
$ |
615 |
$ |
615 |
||||
Tax Fees
|
91 |
29 |
||||||
Total
|
$ |
706 |
$ |
644 |
• |
the quorum requirement for shareholder meetings. As permitted under the
Companies Law, pursuant to our Articles of Association, the quorum required for an ordinary meeting of shareholders generally consists
of at least one shareholder present in person, by proxy or by other voting instrument in accordance with the Companies Law who holds or
represents at least 25% of the outstanding voting power of our ordinary shares (and if the meeting is adjourned for a lack of quorum,
in the event that a quorum as defined above is not present, the adjourned meeting will take place with any number of shareholders). This
quorum standard replaces the 33 1⁄3% of the issued share capital required under the corporate governance rules of Nasdaq;
|
• |
the Nasdaq Stock Market Rule 5635(c), which sets forth the circumstances
under which shareholder approval is required prior to an issuance of securities in connection with equity-based compensation of officers,
directors, employees or consultants. With respect to the circumstances described above, we expect to follow Israeli law which does not
require approval of our shareholders with respect to an issuance of securities in connection with equity-based compensation of officers,
directors, employees or consultants within the limit and subject to the terms of the delegation granted to our board of directors in the
form (and within the limits and conditions) of our registered share capital; and |
• |
the Nasdaq Stock Market Rule 5605(e), which requires independent director
oversight of director nominations. With respect to this requirement, we intend to follow Israeli law which does not require such oversight.
|
• |
Cybersecurity Policy development and approval,
|
• |
Risk management, |
• |
Budgetary approval, |
• |
Leadership and culture, |
• |
Compliance oversight, |
• |
Crisis management and |
• |
Continuous improvement. |
Incorporation
by Reference | ||||||
Exhibit No. |
Description |
Form |
File No. |
Exhibit No. |
Filing Date |
Filed / Furnished
|
F-1 |
333-269311 |
3.2 |
1/20/2023 |
| ||
|
|
|
|
|
|
|
|
|
|
|
* | ||
|
|
|
|
|
|
|
F-1 |
333-269311 |
4.1 |
1/20/2023 |
| ||
|
|
|
|
|
|
|
F-1 |
333-269311 |
10.1 |
1/20/2023 |
| ||
20-F |
001-41613 |
4.2 |
3/30/2023 |
|||
|
|
|
|
|
| |
F-1 |
333-269311 |
10.3 |
1/20/2023 |
|||
* | ||||||
F-1 |
333-269311 |
10.4 |
1/20/2023 |
|||
* | ||||||
6-K |
001-41613 |
99.1 |
2/24/2023 |
|||
F-1 |
333-269311 |
10.6 |
1/20/2023 |
| ||
|
|
|
|
|
|
|
F-1/A |
333-269311 |
10.7 |
2/6/2023 |
| ||
|
|
|
|
|
|
|
* | ||||||
|
|
|
|
|
|
|
|
|
|
|
* | ||
|
|
|
|
|
|
|
|
|
|
|
* | ||
|
|
|
|
|
|
|
|
|
|
|
** |
|
|
|
|
** | ||
* | ||||||
|
|
|
|
|
|
|
* | ||||||
101.INS |
Inline XBRL Instance Document - the instance document
does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
|
|
|
|
* |
|
|
|
|
|
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
* |
|
|
|
|
|
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase
Document |
|
|
|
|
* |
101.DEF |
Inline XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
* |
|
|
|
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
* |
|
|
|
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
|
|
|
|
* |
|
|
|
|
|
|
|
104 |
Inline XBRL for the cover page of this Annual Report
on Form 20-F, included in the Exhibit 101 Inline XBRL Document Set |
|
|
|
|
* |
* |
Filed herewith. |
** |
Furnished herewith. |
# |
Unofficial English translation from Hebrew original.
|
† |
Indicates management contract or compensatory
plan or arrangement. |
|
ENLIGHT RENEWABLE ENERGY LTD. |
| |
|
|
|
|
Date: March 28, 2024 |
By: |
/s/ Gilad Yavetz |
|
|
Name: |
Gilad Yavetz |
|
|
Title: |
Chief Executive Officer |
|
Financial
Statements as of December 31, 2023 |
Page
| |
Report
of Independent Registered Public Accounting Firm (PCAOB ID No.
|
F-3
|
Financial
Statements: |
|
F-4
- F-5 | |
F-6
- F-7 | |
F-8
- F-10 | |
F-11
- F-13 | |
F-14
- F-100 |
Consolidated
Statements of Financial Position as of December 31 |
2023
|
2022
|
||||||||||
Note
|
USD
in thousands |
USD
in thousands |
|||||||||
Assets
|
|||||||||||
Current
assets |
|||||||||||
Cash
and cash equivalents |
5
|
|
|
||||||||
Deposits
in banks |
|
|
|||||||||
Restricted
cash |
|
|
|||||||||
Financial
assets at fair value through profit or loss |
26
|
|
|
||||||||
Trade
receivables |
|
|
|||||||||
Other
receivables |
6
|
|
|
||||||||
Current
maturities of contract assets |
8
|
|
|
||||||||
Current
maturities of loans to investee entities |
|
|
|||||||||
Other
financial assets |
26
|
|
|
||||||||
Total
current assets |
|
|
|||||||||
Non-current
assets |
|||||||||||
Restricted
cash |
|
|
|||||||||
Other
long-term receivables |
|
|
|||||||||
Deferred
costs in respect of projects |
|
|
|||||||||
Deferred
borrowing costs |
|
|
|||||||||
Loans
to investee entities |
|
|
|||||||||
Contract
assets |
8
|
|
|
||||||||
Fixed
assets, net |
9
|
|
|
||||||||
Intangible
assets, net |
10
|
|
|
||||||||
Deferred
taxes |
15
|
|
|
||||||||
Right-of-use
asset, net |
25
|
|
|
||||||||
Financial
assets at fair value through profit or loss |
26
|
|
|
||||||||
Other
financial assets |
26
|
|
|
||||||||
Total
non-current assets |
|
|
|||||||||
Total
assets |
|
|
F - 4
Consolidated
Statements of Financial Position as of December 31 (Cont.) |
2023
|
2022
|
||||||||||
Note
|
USD
in thousands |
USD
in thousands |
|||||||||
Liabilities
and equity |
|||||||||||
Current
liabilities |
|||||||||||
Credit
and current maturities of loans from banks and other |
|||||||||||
financial institutions |
12
|
|
|
||||||||
Trade
payables |
|
|
|||||||||
Other
payables |
11
|
|
|
||||||||
Current
maturities of debentures |
13
|
|
|
||||||||
Current
maturities of lease liability |
25
|
|
|
||||||||
Financial
liabilities through profit or loss |
26
|
|
|
||||||||
Other
financial liabilities |
26
|
|
|
||||||||
Total
current liabilities |
|
|
|||||||||
Non-current
liabilities |
|||||||||||
Debentures
|
13
|
|
|
||||||||
Convertible
debentures |
13
|
|
|
||||||||
Loans
from banks and other financial institutions |
12
|
|
|
||||||||
Loans
from non-controlling interests |
|
|
|||||||||
Financial
liabilities through profit or loss |
26
|
|
|
||||||||
Other
financial liabilities |
26
|
|
|
||||||||
Deferred
taxes |
15
|
|
|
||||||||
Other
long-term payables |
|
|
|||||||||
Employee
benefits |
|
|
|||||||||
Lease
liability |
25
|
|
|
||||||||
Asset
retirement obligation |
|
|
|||||||||
Total
non-current liabilities |
|
|
|||||||||
Total
liabilities |
|
|
|||||||||
Equity
|
|||||||||||
Ordinary
share capital |
16
|
|
|
||||||||
Share
premium |
16
|
|
|
||||||||
Capital
reserves |
|
|
|||||||||
Proceeds
on account of convertible options |
|
|
|||||||||
Accumulated
profit (loss) |
|
(
|
)
| ||||||||
Equity
attributable to shareholders of the Company |
|
|
|||||||||
Non-controlling
interests |
|
|
|||||||||
Total
equity |
|
|
|||||||||
Total
liabilities and equity |
|
|
Yair
Seroussi |
Gilad
Yavetz |
Nir
Yehuda | ||
Chairman
of the Board of Directors |
CEO
and Board Member |
CFO
|
F - 5
Consolidated
Statements of Income and Other Comprehensive Income |
2023
|
2022
|
2021
|
|||||||||||||
Note
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||
Revenues
|
19
|
|
|
|
|||||||||||
Cost
of sales |
20
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Depreciation
and amortization |
(
|
)
|
(
|
)
|
(
|
)
| |||||||||
Gross
profit |
|
|
|
||||||||||||
General
and administrative expenses |
22
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Development
expenses |
21
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Transaction
costs in respect of acquisition of activity in the United States |
7A(1)
|
|
|
|
(
|
)
| |||||||||
Other
income |
23
|
|
|
|
|||||||||||
|
(
|
)
|
(
|
)
| |||||||||||
Operating
profit |
|
|
|
||||||||||||
Finance
income |
24B
|
|
|
|
|
||||||||||
Finance
expenses |
24A
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||
Total
finance expenses, net |
(
|
)
|
(
|
)
|
(
|
)
| |||||||||
Profit
before tax and equity loss |
|
|
|
||||||||||||
Share
of losses of equity accounted investees |
(
|
)
|
(
|
)
|
(
|
)
| |||||||||
Profit
before income taxes |
|
|
|
||||||||||||
Taxes
on income |
15C
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||
Profit
for the year |
|
|
|
||||||||||||
Other
comprehensive income (loss): |
|||||||||||||||
Amounts
which will be classified in the future under profit or loss, net of tax: |
|||||||||||||||
Foreign
currency translation differences for foreign operations |
|
|
(
|
)
| |||||||||||
Effective
portion of changes in fair value of cash flow hedges, net |
26
|
|
|
(
|
)
| ||||||||||
Other
comprehensive income (loss) item that will not be transfer to profit or loss: |
|||||||||||||||
Presentation
currency translation adjustment |
(
|
)
|
(
|
)
|
|
||||||||||
Total
other comprehensive income (loss) for the year |
|
|
(
|
)
| |||||||||||
Total
comprehensive profit (loss) for the year |
|
|
(
|
)
|
F - 6
Enlight Renewable Energy Ltd.
Consolidated
Statements of Income and Other Comprehensive Income (Cont.) |
2023
|
2022
|
2021
|
|||||||||||||
Note
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||
Profit
for the year attributed to: |
|||||||||||||||
Owners
of the Company |
|
|
|
||||||||||||
Non-controlling
interests |
|
|
|
||||||||||||
|
|
|
|||||||||||||
Comprehensive
income (loss) for the year attributed to: |
|||||||||||||||
Owners
of the Company |
|
|
(
|
)
| |||||||||||
Non-controlling
interests |
|
|
|
||||||||||||
|
|
(
|
)
| ||||||||||||
Earnings
per ordinary share (in USD) with a par value of NIS |
17
|
||||||||||||||
Basic
earnings per share |
|
|
|
||||||||||||
Diluted
earnings per share |
|
|
|
||||||||||||
Weighted
average of share capital used in the calculation of earnings: |
|||||||||||||||
Basic
per share |
|
|
|
||||||||||||
Diluted
per share |
|
|
|
F - 7
Consolidated
Statements of Changes in Equity |
For
the year ended December 31, 2023 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Owners
of the parent company |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital
reserves |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Share
capital |
Share
premium |
Proceeds
on account of convertible |
Controlling
shareholders (1) |
Transactions
with non-controlling interests (1) |
Transactions
Share-based payment (1) |
Hedge
Reserve (1) |
Translation
reserve from foreign operation (1) |
Translation
reserve from currency Presentation (1) |
Accumulated
profit (loss) |
Total
attributable to the owners of the company |
Non-controlling
interests |
Total
|
||||||||||||||||||||||||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||||||||||||||||||||||||||||||
Balance
as of January 1, 2023 |
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||||||||||
Profit
for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Other
comprehensive income: |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair
value changes of financial instruments used for cash flow hedging, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Exchange
differences due to translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Other
comprehensive income item that will not be transfer to profit or loss: |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Presentation
currency translation adjustment |
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||
Total
other comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Total
comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Share-based
payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance
of shares, net |
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Exercise of options and conversion of debentures into shares |
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Increase in ownership rate interest within control |
|
|
|
|
(
|
)
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||
Sale
of consolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Dividends
and distributions by subsidiaries to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||||
Investment
in consolidated entity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
Balance
as of December 31, 2023 |
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
(1) |
The
Capital reserves total to USD |
F - 8
Consolidated
Statements of Changes in Equity (Cont.) |
For
the year ended December 31, 2022 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Owners
of the parent company |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital
reserves |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Share
capital |
Share
premium |
Proceeds
on account of convertible options |
Controlling
shareholders (1) |
Transactions
with non-controlling interests (1) |
Transactions
Share-based payment (1) |
Hedge
Reserve (1) |
Translation
reserve from foreign operation (1) |
Translation
reserve from currency Presentation (1) |
Accumulated
loss |
Total
attributable to the owners of the company |
Non-controlling
interests |
Total
|
||||||||||||||||||||||||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||||||||||||||||||||||||||||||
Balance
as of January 1, 2022 |
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||||||||||||||||
Profit
for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Other
comprehensive income: |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair
value changes of financial instruments used for cash flow hedging, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Exchange
differences due to translation of foreign operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Other
comprehensive income item that will not be transfer to profit or loss: |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Presentation
currency translation adjustment |
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||
Total
other comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Total
comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Share-based
payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance
of shares, net |
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance
of convertible debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Exercise
of share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Changes
in ownership interest without loss of control |
|
|
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||||||||||||||||||||||
Dividends
and distributions by subsidiaries to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||||
Investment
in consolidated entity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Balance
as of December 31, 2022 |
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
(1) |
The
Capital reserves total to USD |
F - 9
Consolidated
Statements of Changes in Equity (Cont.) |
For
the year ended December 31, 2021 |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Owners
of the parent company |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital
reserves |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Share
capital |
Share
premium |
Proceeds
on account of convertible options |
Controlling
shareholders (1) |
Transactions
with non-controlling interests (1) |
Transactions
Share-based payment (1) |
Hedge
Reserve (1) |
Translation
reserve from foreign operation (1) |
Translation
reserve from currency Presentation (1) |
Accumulated
loss |
Total
attributable to the owners of the company |
Non-controlling
interests |
Total
|
||||||||||||||||||||||||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||||||||||||||||||||||||||||||
Balance
as of January 1, 2021 |
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||||||||||||||||
Profit
(loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Other
comprehensive income (loss): |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair
value changes of financial instruments used for cash flow hedging , net of tax |
|
|
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||
Exchange
differences due to translation of foreign operations |
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||
Other
comprehensive income item that will not be transfer to profit or loss:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Presentation
currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Total
other comprehensive income (loss) for the year |
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||||||||||||||||||||||
Total
comprehensive income (loss) for the year |
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
| |||||||||||||||||||||||||||||||||||
Share-based
payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance
of shares, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance
of convertible debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Exercise
of share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Initial
consolidation of purchased company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Investment
by non-controlling interest in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Dividends
and distributions by subsidiaries to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Balance
as of December 31, 2021 |
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|
|
|
(1) |
The
Capital reserves total to USD ( |
F - 10
Consolidated
Statements of Cash Flows |
2023
|
2022
|
2021
|
||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||
Cash
flows from operating activities |
||||||||||||
Profit for the year |
|
|
|
|||||||||
Income
and expenses not associated with cash flows: |
||||||||||||
Depreciation
and amortization |
|
|
|
|||||||||
Finance
expenses (income), net |
|
|
|
|
||||||||
Share-based
compensation |
|
|
|
|||||||||
Taxes
on income |
|
|
|
|||||||||
Other
(income) expenses, net |
(
|
)
|
|
|
||||||||
Company’s
share in losses of investee partnerships |
|
|
|
|||||||||
|
|
|
||||||||||
Changes
in assets and liabilities items: |
||||||||||||
Change
in other receivables |
(
|
)
|
(
|
)
|
|
|||||||
Change
in trade receivables |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Change
in other payables |
|
|
(
|
)
| ||||||||
Change
in trade payables |
|
|
|
|||||||||
|
(
|
)
|
(
|
)
| ||||||||
Interest
receipts |
|
|
|
|||||||||
Interest
paid |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Income
Tax paid |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Repayment
of contract assets |
|
|
|
|||||||||
Net
cash flows from operating activities |
|
|
|
|||||||||
Cash
flows from investing activities |
||||||||||||
Acquisition
(sale) of consolidated companies, net (Annex A) |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Changes
in restricted cash and bank deposits, net |
(
|
)
|
(
|
)
|
|
|||||||
Purchase,
development and construction in respect of projects |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Proceeds
from sale (purchase) of short term financial assets measured at fair value through profit or loss, net |
|
(
|
)
|
(
|
)
| |||||||
Payments
on account of acquisition of consolidated Company |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Loans
provided and investment in investees |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Loans
to non-controlling interests |
|
|
(
|
)
| ||||||||
Purchase
of long term financial assets measured at fair value through profit or loss |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Net
cash used in investing activities |
(
|
)
|
(
|
)
|
(
|
)
|
F - 11
Consolidated
Statements of Cash Flows (Cont.) |
2023
|
2022
|
2021
|
||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||
Cash
flows from financing activities |
||||||||||||
Receipt
of loans from banks and other financial institutions |
|
|
|
|||||||||
Repayment
of loans from banks and other financial institutions |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Issuance
of debentures |
|
|
|
|||||||||
Issuance
of convertible debentures |
|
|
|
|||||||||
Repayment
of debentures |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Dividends
and distributions by subsidiaries to non-controlling interest |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Proceeds
from settlement of derivatives |
|
|
|
|||||||||
Proceeds
from investments by tax-equity investors |
|
|
|
|||||||||
Repayment
of tax equity investment |
(
|
)
|
|
|
||||||||
Deferred
borrowing costs |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Receipt
of loans from non-controlling interests |
|
|
|
|||||||||
Repayment
of loans from non-controlling interests |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Consideration
from sale of holding in consolidated entity, without loss of control |
|
|
|
|||||||||
Prepayments
on account of issuance of shares |
|
(
|
)
|
|
||||||||
Issuance
of shares |
|
|
|
|||||||||
Exercise
of share options |
|
|
|
|||||||||
Repayment
of lease liability |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Proceeds
from investment in entities by non-controlling interest |
|
|
|
|||||||||
Net
cash from financing activities |
|
|
|
|||||||||
Increase
(decrease) in cash and cash equivalents |
|
(
|
)
|
|
||||||||
Balance
of cash and cash equivalents at beginning of year |
|
|
|
|||||||||
Effect
of exchange rate fluctuations on cash and cash equivalents |
|
(
|
)
|
|
||||||||
Cash
and cash equivalents at end of year |
|
|
|
F - 12
Consolidated
Statements of Cash Flows (Cont.) |
2023
|
2022
|
2021
|
||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||
Annex
A – Acquisition (sale) of Consolidated Companies, net |
||||||||||||
Working
capital (except for cash and cash equivalents) |
|
|
(
|
)
| ||||||||
Restricted
cash |
(
|
)
|
|
|
||||||||
Financial
liabilities through profit or loss |
|
|
(
|
)
| ||||||||
Fixed
assets |
(
|
)
|
|
|
||||||||
Intangible
assets |
|
|
|
|||||||||
Deferred
costs in respect of projects |
|
|
|
|||||||||
Deferred
borrowing costs |
|
|
|
|||||||||
Deferred
taxes |
(
|
)
|
|
|
||||||||
Investment
in investee |
(
|
)
|
|
(
|
)
| |||||||
Right-of-use
asset and lease liability, net |
|
|
(
|
)
| ||||||||
Loans
from banks and other financial institutions |
|
|||||||||||
Loan
to investee |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Loan
from non-controlling interests |
|
|
(
|
)
| ||||||||
Non-controlling
interests |
(
|
)
|
|
(
|
)
| |||||||
Total
consideration which was paid, after deducting cash in consolidated companies |
|
|
|
F - 13
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Enlight
Renewable Energy Ltd. (hereinafter: “the Company”) is a public company located in Israel, whose shares are listed on NASDAQ
and Tel Aviv Stock Exchange (hereinafter: “TASE”). The Company’s address is 13 Amal St., Park Afek, Rosh Ha’ayin,
Israel. As of the reporting date, the Company is engaged in the renewable energy industry. Since May 2018, the Company has no controlling
shareholder and/or a control core. |
B. |
The Company is engaged in the initiation, planning, development, construction and operation of projects for the production of electricity from renewable energy sources in Israel, Europe and the United states. In its activities, the Company is engaged, inter alia, in architectural and engineering planning of the aforementioned projects for the production of electricity, in purchasing the components which are required for the construction of those projects, in building the projects, in securing the regulatory permits and licenses which are required for the construction of each project, in the production and sale of electricity to the electric corporation, and in the operation of those facilities, once completed. |
C. |
Definitions
|
The
Group |
-
|
The
Company and its consolidated entities (as defined below). | |
Consolidated
Entities |
-
|
Companies
or partnerships which are directly or indirectly under the Company’s control (as defined in IFRS 10), and whose financial reports
are wholly consolidated with the Company’s reports. The material active consolidated entities are as specified in Note 7.
| |
Related
Party |
-
|
As
defined in IAS 24 (2009), “Related Party Disclosures”. |
D. |
Statement
of Compliance with International Financial Reporting Standards (IFRS) |
E. |
Classifications
|
F. |
Operating
cycle period |
G. |
Exchange
rates and linkage base |
(1) |
Balances
denominated in or linked to foreign currency are included in the financial statements according to the representative exchange rates which
were published by Bank of Israel, and which applied as of the end of the reporting period. |
F - 14
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
G. |
Exchange
rates and linkage base (Cont.) |
(2) |
Balances
linked to the Israeli Consumer Price Index (hereinafter: the “CPI”) are presented according to the last known index on the
balance sheet data (hereinafter: the “Known Index”). |
(3) |
Presented
below are data regarding the EUR, HRK, HUF and NIS exchange rates, and regarding the CPI: |
Representative
exchange rate |
CPI(*)
|
|||||||||||||||||||
EUR
|
NIS
|
HUF
|
HRK
|
Known
index |
||||||||||||||||
(USD
to 1) |
In
points |
|||||||||||||||||||
Date
of the financial statements: |
||||||||||||||||||||
As
of December 31, 2023 |
|
|
|
(
|
**)
|
|
||||||||||||||
As
of December 31, 2022 |
|
|
|
|
|
|||||||||||||||
%
|
%
|
%
|
%
|
%
|
||||||||||||||||
Rates
of change: |
||||||||||||||||||||
For
the year ended: |
||||||||||||||||||||
As
of December 31, 2023 |
(
|
)
|
(
|
)
|
|
(
|
**)
|
|
||||||||||||
As
of December 31, 2022 |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(*) |
Base:
2012 average = 100. |
(**) |
Following
the change of currency in Croatia from HRK to EUR (effective from the beginning of 2023), the HRK currency is no longer active.
|
A. |
Foreign
currency |
(1) |
Functional
currency and presentation currency |
(2) |
Translation
of transactions in currencies other than the functional currency: |
F - 15
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Foreign
currency (Cont.) |
(3) |
Method
for recording exchange differences |
(4) |
Translation
of financial statements of investees whose functional currency is different from the Company’s functional currency
|
(5) |
Hedge
of net investment in foreign operation |
B. |
Basis
of consolidation |
(1) |
Business
combinations |
F - 16
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Basis
of consolidation (Cont.) |
(1) |
Business
combinations (Cont.) |
(2) |
Goodwill
|
(3) |
Issuance
of put option to non-controlling interests |
F - 17
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Basis
of consolidation (Cont.) |
(4) |
Acquisition
of property company |
C. |
Classification
of interest paid, dividends paid and interest and dividends received in the statement of cash flows
|
D. |
Fixed
assets |
(1) |
General
|
(2) |
Subsequent
costs |
F - 18
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
D. |
Fixed
assets (Cont.) |
(3) |
Depreciation
of fixed assets |
Useful
lifetime |
Depreciation
rates |
Depreciation
method | ||||
Wind
farms |
|
|
| |||
Photovoltaic
systems |
|
|
| |||
Automatic
cleaning systems |
|
|
| |||
Others
|
|
|
|
(4) |
Borrowing
costs |
(A) |
Borrowing
costs which are directly attributable to the purchase or construction of facilities for the production of electricity, where preparing
them for their intended use requires a significant period of time, are capitalized to the cost of those assets until the date when those
assets are ready for their intended use. |
(B) |
The
Company determines the amount of borrowing costs which are not directly attributable, and which are capitalizable, by attributing a capitalization
rate for expenses in respect of qualifying assets. This capitalization rate is the weighted average of borrowing costs which are appropriate
for the Company’s credit during that period, which is not directly attributable to the project. The Company capitalizes borrowing
costs which are not directly attributable, in an amount which does not exceed the total sum of borrowing costs which arose for it during
that period. Exchange differences in respect of loans denominated in a currency other than the functional currency are capitalized to
the cost of those assets, to the extent where they are considered an adjustment of interest costs. All other borrowing costs are recognized
in the statement of income on the date of their creation. |
(5) |
Liability in respect of the costs of dismantling and removal of the facility and restoring the site where the facility is located |
F - 19
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 2 - Material Accounting Policies (Cont.)
E. |
Deferred
costs in respect of projects |
Deferred costs in respect of projects are costs which were accrued for the development of projects, and for which it is probable that economic benefits will derive to the Company in the future and the costs can be measured reliably. In assessing whether such expenditures can be capitalized, the Company evaluates, among other factors, the likelihood in succeeding to develop a project (i.e. taking into account both physical and regulatory aspects), the progress phase in the development, the Company's experience in the geographic area and with the related regulator, whether there are other obstacles or competitors that might affect the probability to successfully develop etc. The Company assess such likelihood of success in each individual case, If it is probable that the relevant project will be materialized. these costs are capitalized and presented under the item for “deferred costs in respect of projects” in the statement of financial position. If during the process it is no longer probable that the project can be materialized, any related amounts that were previously capitalized are written off (i.e. expensed). Once all the approvals obtained and the project is ready to be constructed on, the related development costs that have been deferred are classified to Fixed assets.
F. |
Service
concession arrangements |
• |
The
value of the construction services is determined according to the construction costs, plus the standard construction margin, according
to the Company’s estimate. |
• |
The
value of the operating services is determined according to the operating costs, plus the standard margin, according to the Company’s
estimate. |
F - 20
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
F. |
Service
concession arrangements (Cont.) |
G. |
Intangible
assets |
H. |
Impairment
of non-financial assets |
F - 21
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 2 - Material Accounting Policies (Cont.)
I. |
Financial
assets |
(1) |
General
|
(2) |
Financial
assets measured at fair value |
(3) |
Financial
assets measured at amortized cost |
• |
The
Group’s business model is to hold the assets with the aim of collecting contractual cash flows, and
|
• |
The
contractual terms of the asset establish precise dates when the contractual cash flows will be received which constitute principal and
interest payments only. |
(4) |
Impairment
of financial assets |
F - 22
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 2 - Material Accounting Policies (Cont.)
J. |
Financial
liabilities and equity instruments which were issued by the Group |
(1) |
Classification
as a financial liability or as an equity instrument |
(2) |
Financial
liabilities |
• |
Financial
liabilities at fair value through profit or loss (derivatives not designated in hedge accounting relationship).
|
• |
Financial
liabilities at amortized cost. |
(3) |
Debentures
convertible into Company shares |
(4) |
Capital
notes |
F - 23
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
J. |
Financial
liabilities and equity instruments which were issued by the Group (Cont.) |
(5) |
Deferred
borrowing costs |
K. |
Derivative
financial instruments and hedge accounting |
The Group holds derivative financial instruments for the purpose of hedging against foreign currency risks, interest rate risks, and electricity price change risk, as well as derivatives which are not used for hedging purposes. For additional details on the derivatives which the Group uses, see Note 26.
L. |
Tax
equity partnership |
The company owns and operates certain projects in the U.S. under tax equity structures to finance the construction of solar projects. Tax equity partnerships are characterised by a tax equity partner, who contributes an upfront payment as part of the initial project investment and generally does not have an operational role in the project. The partner receives a contractually agreed return on the contribution. In order to ‘repay’ the initial contribution and the return, a disproportionate share of the production tax credits (PTCs) or the investment tax credits (ITCs) and other tax attributes (accelerated tax depreciation and other taxable results) are allocated to the partner during the first part of the project's lifetime.
The tax equity structure used in the financial statements is the sale and leaseback transaction (according to IFRS 16). The Company sells eligible solar projects to tax partner and enters into master lease agreements to lease the solar project back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with IFRS 15. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as debt within the consolidated balance sheets. Eligible income tax credits are transferred to the tax partner upon completion of a sale of a solar project. Transfer of tax credits recognized as deferred gain on Company balance sheet. This deferred gain is amortized over time using a straight-line method. Income from amortization is included in other income on our statements of income.
Another structure of Tax Equity is the Flip Point. As of December 31, 2023, the company has no projects that have used this structure.
F - 24
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 2 - Material Accounting Policies (Cont.)
M. |
Revenue
recognition |
(1) |
Revenues
from the sale of electricity |
(2) |
Revenues
from operation of facilities (service concession arrangements) |
(3) |
Revenues
from construction services |
(4) |
Revenues
from management or development fees |
The Company, through a subsidiary, has entered into a long-term agreements of providing development and operational management services to projects under development and operational projects owned by third parties for a fixed price. Revenues are recognized on a straight line basis when the performance obligation to provide the service is satisfied throughout the service period.
F - 25
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
M. |
Revenue
recognition (Cont.) |
N. |
Share-based
payment transactions |
Share-based payments to employees and others who provide similar services are settled with the Group’s equity instruments which are measured at fair value on the grant date. The Group measures, on the grant date, the fair value of the granted equity instruments, using the binomial model (for details regarding the method used to measure the fair value of share-based payments, see Note 18).
In transactions when a subsidiary grants to its employees' rights in the parent Company’s equity instruments, the Group treats the grant as an equity-settled share‑based payment transaction.
O. |
Income
taxes |
(1) |
General
|
(2) |
Current
taxes |
(3) |
Deferred
taxes |
F - 26
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
O. |
Income
taxes (Cont.) |
(3) |
Deferred
taxes (Cont.) |
(4) |
Uncertain
tax positions |
P. |
Employee
benefits |
Contingent consideration as part of a business combination for services to be provided by employees to the company are measured in accordance with IAS19 employee benefits.
F - 27
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Standard
/ interpretation / amendment |
|
Publication
requirements |
|
Application
and transitional provisions |
|
Expected
impact | |
(1) |
Amendment
to IAS 1, Presentation of Financial Statements: “Disclosure of Accounting Policies.” |
|
According
to the amendment companies must provide disclosure of their material accounting policies rather than their significant accounting policies.
Pursuant to the amendment, accounting policy information is material if, when considered with other information disclosed in the financial
statements, it can be reasonably be expected to influence decisions that the users of the financial statements make on the basis of those
financial statements.
The
amendment to IAS 1 also clarifies that accounting policy information is expected to be material if, without it, the users of the financial
statements would be unable to understand other material information in the financial statements. The amendment also clarifies that immaterial
accounting policy information need not be disclosed. |
|
The amendment is initially
applied in the annual financial statements for 2023. |
|
As a result of applying
the Amendment, the extent of the accounting policy disclosure provided in the financial statements for 2023 was reduced and adjusted according
to the Company’s specific circumstances. |
|
|
|
|
|
|
| |
(2) |
Amendment
to IAS 12 Income taxes: Deferred tax associated with
assets and liabilities arising from a single transaction |
|
The
Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial
recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences.
As
a result, companies will need to recognize a deferred tax asset or a deferred tax liability for these temporary differences at the initial
recognition of transactions that give rise to equal and offsetting temporary differences, such as lease transactions and provisions for
decommissioning and restoration. |
|
The
Amendment is effective for annual periods beginning on or after January 1, 2023. For deferred taxes arising from leases and decommissioning
and restoration liabilities, the Amendment is applied by amending the opening balance of retained earnings for the earliest comparative
data presented. |
|
Application
of the Amendment did not have a material effect on the financial statements. |
F - 28
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Standard
/ interpretation / amendment |
|
Publication
requirements |
|
Application
and transitional provisions |
|
Expected
impact | |
|
|
|
|
|
|
| |
(3) |
Amendment
to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current and subsequent amendment: Non-Current
Liabilities with Covenants |
|
The
Amendment, together with the subsequent amendment to IAS 1 replaces certain requirements for classifying liabilities as current or non-current.
According
to the Amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months
after the reporting period, and it “has substance” and is in existence at the end of the reporting period.
According
to the subsequent amendment, as published in October 2022, covenants with which the entity must comply after the reporting date, do not
affect classification of the liability as current or non-current. Additionally, the subsequent amendment adds disclosure requirements
for liabilities subject to covenants within 12 months after the reporting date, such as disclosure regarding the nature of the covenants,
the date they need to be complied with and facts and circumstances that indicate the entity may have difficulty complying with the covenants.
Furthermore,
the Amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than
when the conversion option is recognized as equity. |
|
The
Amendment and subsequent amendment are effective for reporting periods beginning on or after January 1, 2024 with earlier application
being permitted. The Amendment and subsequent amendment are applicable retrospectively, including an amendment to comparative data.
|
|
The
Group is examining the effects of the Amendment on the financial statements. |
F - 29
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
General
|
B. |
Use
of estimates and judgment |
Estimate
|
|
Main
assumptions |
|
Possible
implications |
|
Reference
|
Measurement
of contingent consideration in respect of business combination |
|
For
the purpose of determining the contingent consideration, the Group estimates the amount of the projected future consideration according
to the milestones which were determined in the purchase agreement. |
|
Increase
or decrease in profit or loss. |
|
See
Note 7A(1) |
Recognition
of project costs as assets |
|
For
the purpose of determining whether project costs can be classified as an asset, Group management conducts an assessment in which it evaluates
whether the series of statutory permits, land ties, possibility for electricity connection, etc., in the project, lead to the conclusion
that the project will produce economic benefits for the Company (in other words, whether the project is expected to reach completion of
construction and commercial operation). When regulatory approvals are not expected to be obtained, the Company amortizes the development
costs to the statement of income.
|
|
Amortization of development
costs to the statement of income. |
|
See Note 2E regarding
deferred project costs. |
Recoverable
amount of a cash generating unit which includes goodwill |
|
The
determination of this estimate is based on discounted cash flow forecasts. The determination of cash flows is based on various assumptions
regarding the results of the future operation of the cash generating unit. |
|
Changes in estimates
due to changes in these assumptions, or in the discount rate, could affect profit. |
|
See Note 2H for details
regarding the impairment of intangible assets |
F - 30
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
|
December 31
|
December 31
|
||||||
|
2023
|
2022
|
||||||
|
USD
in thousands |
USD
in thousands |
||||||
Cash
in banks |
|
|
||||||
Short term deposits
|
|
|
||||||
|
||||||||
|
|
|
|
December 31
|
December 31
|
||||||
|
2023
|
2022
|
||||||
|
USD
in thousands |
USD
in thousands |
||||||
|
||||||||
Government institutions
|
|
|
||||||
Other receivables
|
|
|
||||||
Prepaid expenses
|
|
|
||||||
|
||||||||
|
|
|
F - 31
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Consolidated
entities: |
1) |
Business
combinations |
1. |
The
Company, through a wholly controlled American subsidiary, acquired the seller’s holdings, while the two founders will maintain a
minority stake of
|
2. |
The
consideration for the transaction is comprised of upfront payments and future performance-dependent payments that will be determined in
accordance with a gradual, performance-based (“Earn Out”) payment mechanism, which will gradually decrease according to the
projects’ respective years of commercial operation, until 2025. |
3.
|
5
years after the closing of the transaction, the founders will be given the opportunity to exercise a put option in respect of their holdings
in Clēnera, in accordance with an agreed-upon mechanism. |
F - 32
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Consolidated
entities: (Cont.): |
2) |
Details of
material consolidated entities which are held by the Company: |
Entity
name |
Country
of
incorporation
|
Effective
stake in equity interests consolidated entity |
|||||||||
|
As
of December 31 |
||||||||||
|
2023
|
2022
|
|||||||||
|
%
|
%
|
|||||||||
Eshkol Havatzelet
- Halutziot - Enlight L.P. (hereinafter: “Halutziot”) |
Israel |
|
|
||||||||
Mivtachim
Green Energies Ltd. (hereinafter: “Mivtachim”) |
Israel
|
|
|
||||||||
Talmei Bilu
Green Energies Ltd. (hereinafter: “Talmei Bilu”) |
Israel
|
|
|
||||||||
Eshkol Ela
- Kramim - Enlight L.P. (hereinafter: “Kramim”) |
Israel
|
|
|
||||||||
Eshkol Brosh
- Idan - Enlight L.P. (hereinafter: “Idan”) |
Israel
|
|
|
||||||||
Eshkol Zayit
- Zayit Yarok - Enlight L.P. (hereinafter: “Zayit Yarok”) |
Israel
|
|
|
||||||||
Peirot HaGolan
- Enlight L.P., Eshkol Gefen - Barbur - Enlight L.P., Sde Nehemia - Enlight L.P. (hereinafter: “Peirot HaGolan”, “Barbur”,
“Sde Nehemia”, altogether “Meduim rooftops”) |
Israel
|
|
|
||||||||
Emek HaBacha
Wind Energy Ltd. (hereinafter: “Emek HaBacha”) |
Israel
|
|
|
||||||||
Enlight Kramim
L.P., Orsol Energy 3 (A.A.) L.P., Enlight Kidmat Zvi L.P., Enlight - Eshkol Dekel L.P. (altogether hereinafter: “Sunlight 1”)
|
Israel
|
|
|
||||||||
Enlight Beit
Shikma L.P., Enlight Beit HaShita Solar Energy, L.P. (all together hereinafter: “Sunlight 2”)
|
Israel
|
|
|
||||||||
Dorot sun
L.P., Talmei Yafe Sun L.P. (hereinafter: “Dorot” and “Talmei Yafe” respectively)
|
Israel
|
|
|
||||||||
Ruach Beresheet
L.P. (hereinafter: “Ruach Beresheet”) |
Israel
|
|
|
||||||||
Enlight Sde
Nitzan L.P., Enlight Ein Habesor L.P., Enlight Maccabi L.P. (altogether hereinafter: "Storage 1") |
Israel
|
|
|
||||||||
Enlight Maccabi 2 L.P., Enlight Revivim Ein Gedi L.P., Orsan Energy 3 L.P., A.N. Faran Solar L.P., Enlight Reim Renewable Energy L.P., A.N Mahanim L.P. (altogether hereinafter: "Storage 2") |
Israel
|
|
|
||||||||
Enlight Finance
L.P. |
Israel
|
|
|
||||||||
Tullynamoyle
Wind Farm 3 Limited (hereinafter: “Tullynamoyle”) |
Ireland
|
|
|
||||||||
Vjetroelektrana
Lukovac d.o.o (hereinafter: “Lukovac”) |
Croatia
|
|
|
||||||||
EW-K-Wind
d.o.o (hereinafter: “EWK”) |
Serbia
|
|
|
||||||||
Megujulohaz
kft, Raaba Green kft (alltogether hereinafter: “Attila”) |
Hungary
|
|
|
||||||||
Rabba
ACDC KFT (hereinafter: “Raaba ACDC”) |
Hungary
|
|
|
||||||||
Rabba Flow
KFT (hereinafter: " Raaba Flow") |
Hungary
|
|
|
||||||||
SOWI
Kosovo LLC (hereinafter: “SOWI”) |
Kosovo
|
|
|
||||||||
Vindpark
Malarberget I Norberg AB (hereinafter: “Picasso”) |
Sweden
|
|
|
||||||||
Generacion
Eolica Castilla La Mancha Sl (hereinafter: “Gecama”) |
Spain
|
|
|
||||||||
Björnberget
Vindkraft AB (R) (hereinafter: “Bjornberget”) |
Sweden
|
|
|
||||||||
Enlight K2-Wind
doo Belgrade-Novi Belgrade ((hereinafter: "Pupin") |
Serbia
|
|
|
||||||||
Clēnera
LLC |
USA
|
|
|
F - 33
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Subsidiaries
entities in which the non-controlling interests are material: |
|
As
of December 31, 2023 |
For
the year ended December 31, 2023 |
||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership
/ investee |
Rate
of ownership rights held by non-controlling interests % |
Balance
of non-controlling interests |
Current
assets |
Non-current
assets |
Current
liabilities |
Non-current
liabilities |
Revenues
|
Profit
|
Profit
attributed
to non-controlling interests |
Cash
flows from operating activities |
Cash
flows from investing activities |
Cash
flows from financing activities |
Total
change in cash and cash equivalents |
|||||||||||||||||||||||||||||||||||||||
|
USD
in thousands |
|||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Co-Op (holding
Lukovac and EWK) |
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
F - 34
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B.
|
Subsidiary
entities in which the non-controlling interests are material: (Cont.) |
|
As
of December 31, 2022 |
For
the year ended December 31, 2022 |
||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership
/ investee |
Rate
of ownership rights held by non-controlling interests % |
Balance
of non-controlling interests |
Current
assets |
Non-current
assets |
Current
liabilities |
Non-current
liabilities |
Revenues
|
Profit
|
Profit
attributed to non-controlling interests |
Cash
flows from operating activities |
Cash
flows from investing activities |
Cash
flows from financing activities |
Total
change in cash and cash equivalents |
|||||||||||||||||||||||||||||||||||||||
|
USD
in thousands |
|||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Co-Op (holding
Lukovac and EWK) |
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Danuba Power
(holding SOWI) |
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
The Iberian
Wind (holding Gecama) |
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
F - 35
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B.
|
Subsidiary
entities in which the non-controlling interests are material: (Cont.) |
|
As
of December 31, 2021 |
For
the year ended December 31, 2021 |
||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership
/ investee |
Rate
of ownership rights held by non-controlling interests % |
Balance
of non-controlling interests |
Current
assets |
Non-current
assets |
Current
liabilities |
Non-current
liabilities |
Revenues
|
Profit
(loss) |
Profit
(loss) attributed to non-controlling interests |
Cash
flows from operating activities |
Cash
flows from investing activities |
Cash
flows from financing activities |
Total
change in cash and cash equivalents |
|||||||||||||||||||||||||||||||||||||||
|
USD
in thousands |
|||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Co-Op (holding
Lukovac and EWK) |
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
The Nordic
Wind (holding Picasso) |
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Danuba Power
(holding SOWI) |
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||||||||||||||
Bjornberget
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
F - 36
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 8 - Contract Assets in respect of Concession Arrangements for the Construction and Operation of Photovoltaic Systems
Project
|
Total capacity in MW |
Stake
in the project |
Tariff approval for the facility (NIS 0.01 per kWh) |
Rate
of return on the contract asset |
Contract asset as of December 31, 2023 (USD in thousands) |
Expiry
date of the contract | ||||||||||||
Peirot HaGolan
|
|
|
%
|
|
|
|
| |||||||||||
Sde Nehemia
|
|
|
%
|
|
|
|
| |||||||||||
Barbur
|
|
|
%
|
|
|
|
| |||||||||||
Talmei Bilu
|
|
|
%
|
|
|
|
| |||||||||||
Mivtachim
|
|
|
%
|
|
|
|
| |||||||||||
Kramim
|
|
|
%
|
|
|
|
| |||||||||||
Idan
|
|
|
%
|
|
|
|
| |||||||||||
Balance
as of December 31, 2023 |
|
|
|
|
2023
|
2022
|
||||||
|
USD
in thousands |
|||||||
Balance
as of January 1 |
|
|
||||||
Repayment
of contract asset under concession arrangements |
(
|
)
|
(
|
)
| ||||
Finance incomes
|
|
|
||||||
Reclassification
from IFRIC 12 to a fixed asset (*) |
|
(
|
)
| |||||
Translation
differences |
(
|
)
|
(
|
)
| ||||
Balance
as of December 31 |
|
|
(*) |
Following the significant change to the terms of the concession arrangement with the state of Israel, which included the execution of significant technological changes to the Halutziot facility in the second quarter of 2022, and the expansion thereof in a manner which is expected to increase the capacity and effectiveness of production, the Company re-evaluated the application of IFRIC 12 (hereinafter: the “Interpretation”), and concluded that the facility no longer falls under the scope of that interpretation. As a result, beginning from the second quarter of 2022, the Halutziot facility will be accounted for as a fixed asset, at cost. |
F - 37
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
2023
|
||||||||||||||||
PV
+ Storage (A) |
Wind farms (B) |
Others
|
Total
|
|||||||||||||
USD
in thousands |
||||||||||||||||
Cost:
|
||||||||||||||||
As
of January 1, 2023 |
|
|
|
|
||||||||||||
Capitalization
– IFRS 16 |
|
|
|
|
||||||||||||
Additions
(1) |
|
|
|
|
||||||||||||
Sale
of consolidated companies (2) |
(
|
)
|
|
|
(
|
)
| ||||||||||
Translation
differences |
(
|
)
|
|
(
|
)
|
|
||||||||||
Cost
as of December 31, 2023 |
|
|
|
|
||||||||||||
Accumulated
depreciation: |
||||||||||||||||
As
of January 1, 2023 |
|
|
|
|
||||||||||||
Depreciation
expenses |
|
|
|
|
||||||||||||
Sale
of consolidated companies (2) |
(
|
)
|
|
|
(
|
)
| ||||||||||
Translation
differences |
(
|
)
|
|
(
|
)
|
|
||||||||||
Accumulated
depreciation as of December 31, 2023 |
|
|
|
|
||||||||||||
Carrying
value as of December 31, 2023 |
|
|
|
|
2022
|
||||||||||||||||
PV
+ Storage (A) |
Wind farms (B) |
Others
|
Total
|
|||||||||||||
USD
in thousands |
||||||||||||||||
Cost:
|
||||||||||||||||
As
of January 1, 2022 |
|
|
|
|
||||||||||||
Capitalization
– IFRS 16 |
|
|
|
|
||||||||||||
Additions
(1) |
|
|
|
|
||||||||||||
Reclassification
from IFRIC 12 |
|
|
|
|
||||||||||||
Initial
consolidation |
|
|
|
|
||||||||||||
Translation
differences |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Cost
as of December 31, 2022 |
|
|
|
|
||||||||||||
Accumulated
depreciation: |
||||||||||||||||
As
of January 1, 2022 |
|
|
|
|
||||||||||||
Depreciation
expenses |
|
|
|
|
||||||||||||
Translation
differences |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Accumulated
depreciation as of December 31, 2022 |
|
|
|
|
||||||||||||
Carrying
value as of December 31, 2022 |
|
|
|
|
(1) |
A total of approximately USD |
(2) |
During 2023 the Company sold two consolidated
entities “Dorot” and “Talmei Yafe”. For additional information see Note 29A (22).
|
F - 38
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(A) |
PV + Storage
|
Electricity
production projects |
PV
Projects in Israel |
PV
Projects in Hungary(*) |
APEX
|
Atrisco(*)
|
Country
|
|
|
|
|
Year
of commercial operation (if applicable) |
|
|
|
|
Installed
capacity |
|
|
|
|
Effective
holding rate |
|
|
|
|
Depreciated
cost as of December 31, 2023 |
USD
|
USD
|
USD
|
USD
|
(B) |
Wind farms
|
Presented below is a review of the material projects which are included under wind farms as of the reporting date:
Electricity
production projects |
EWK
|
Lukovac
|
SOWI
|
Picasso
|
Björnberget
|
Country
|
|
|
|
|
|
Year
of commercial operation |
|
|
|
|
|
Installed
capacity |
|
|
|
|
|
Effective
holding rate |
|
|
|
|
|
Depreciated
cost as of December 31, 2023 |
USD
|
USD
|
USD
|
USD
|
USD
|
F - 39
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(B) |
Wind farms
(Cont.) | |
Electricity
production projects |
Emek
HaBacha |
Ruach
Beresheet |
Gecama
|
Country
|
|
|
|
Year
of commercial operation |
|
|
|
Installed
capacity |
|
|
|
Effective
holding rate |
|
|
|
Depreciated
cost as of December 31, 2023 |
USD
|
USD
|
USD
|
A. |
Composition and changes
| |
Electricity
supply agreements and concession agreements |
Goodwill
|
Total
|
||||||||||
USD
in thousands |
||||||||||||
Cost
|
||||||||||||
Balance as of January
1, 2022 |
|
|
|
|||||||||
Initial consolidation
|
|
|
|
|||||||||
Others
|
(
|
)
|
|
(
|
)
| |||||||
Translation differences
|
(
|
)
|
|
(
|
) | |||||||
Balance
as of December 31, 2022 |
|
|
|
|||||||||
Initial consolidation
|
|
|
|
|||||||||
Translation differences
|
|
|
|
|||||||||
Balance
as of December 31, 2023 |
|
|
|
|||||||||
Amortization:
|
||||||||||||
Balance as of January
1, 2022 |
|
|
|
|||||||||
Amortization (1)
|
|
|
|
|||||||||
Translation differences
|
(
|
)
|
|
(
|
)
| |||||||
Balance
as of December 31, 2022 |
|
|
|
|||||||||
Amortization
|
|
|
|
|||||||||
Translation differences
|
(
|
)
|
|
(
|
)
| |||||||
Balance
as of December 31, 2023 |
|
|
|
|||||||||
Depreciated
cost as of December 31, 2022 |
|
|
|
|||||||||
Depreciated
cost as of December 31, 2023 |
|
|
|
(1) |
The
amortization of the intangible assets is included under Costs of sales in the Consolidated Statements of Income and Other Comprehensive
Income. |
F - 40
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 10 - Intangible Assets (Cont.)
C. |
Impairment testing for
cash-generating unit containing goodwill |
For the purpose of impairment testing, goodwill is allocated to the Company’s operations in the United States which represents the lowest level within the Group at which goodwill is monitored for internal management purposes.
As
of December 31 |
||||||||
2023
|
2022
|
|||||||
USD
thousands |
USD
thousands |
|||||||
Goodwill
|
|
|
Key assumptions used in the calculation of recoverable amounts are discount rates, sponsor cash flows from operating and development projects.
(1) |
Discount rate
|
The after-tax discount rate was estimated based on past experience, and an industry average weighted average cost of capital. Project cash flows were discounted at a discount rate of
(2) |
Sponsor Cash Flows
|
Sponsor cash flows relate to the cash flows at the equity level after tax equity partner, debt, and taxes.
Note 11 - Other Payables
December 31 2023
|
December 31 2022
|
|||||||
USD
in thousands |
USD
in thousands |
|||||||
Accrued expenses
|
|
|
||||||
Provision for construction
completion cost |
|
|
||||||
Liabilities to
employees and other liabilities for salaries |
|
|
||||||
Government institutions
|
|
|
||||||
Payables in respect
of purchase transaction |
|
|
||||||
Interest payable
in respect of debentures |
|
|
||||||
Interest payable
in respect of loans |
|
|
||||||
Others
|
|
|
||||||
|
|
F - 41
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Current
liabilities |
Non-current
liabilities |
Total
|
||||||||||||||||||||||
As
of December 31 |
As
of December 31 |
As
of December 31 |
||||||||||||||||||||||
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||
Credit from
banks (1) |
|
|
|
|
|
|
||||||||||||||||||
Loans from
banks and other financial institutions for project financing (2) |
|
|
|
|
|
|
||||||||||||||||||
Loans from
banks for corporate financing (3) |
|
|
|
|
|
|
||||||||||||||||||
Total credit
|
|
|
|
|
|
|
(1) |
Withdrawals from a value added tax
facility during the construction period in accordance with the financing agreements of the various projects.
|
F - 42
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(2) |
Loans from
banks and other financial institutions for project financing |
Project
name |
|
Mivtachim
and Talmei Bilu |
|
Halutziot
|
|
Kramim
and Idan |
|
Medium
rooftops |
Lender
|
|
|
|
|
|
|
|
|
Amount
of loan / credit facility |
|
USD |
|
USD |
|
USD |
|
USD
(NIS
|
Date
financing provided |
|
|
|
|
|
|
|
|
Balance
of the loan as of December 31, 2023 |
|
USD
(NIS
|
|
USD
(NIS
|
|
USD
(NIS
|
|
USD
(NIS
|
Balance
of the loan as of December 31, 2022 |
|
USD
(NIS
|
|
USD
(NIS
|
|
USD
(NIS
|
|
USD
(NIS
|
Amortization
schedule |
|
|
|
|
|
|
|
|
Debt
period |
|
|
|
|
|
|
| |
Stated
annual interest rate |
|
|
|
|
|
|
|
|
Financial
covenants: |
|
|
|
|
|
|
|
|
Debt
service reserve |
|
|
|
|
|
USD
million (NIS
| ||
ADSCR
default |
|
|
|
|
|
|
|
|
LLCR
default |
|
|
|
|
|
|
|
|
Fulfillment
of financial covenants |
|
|
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
|
|
|
F - 43
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 12 - Loans from banks and other financial institutions (Cont.)
(2) |
Loans from
banks and other financial institutions for project financing (Cont.)
| |
Project
name |
|
Sunlight
1 |
|
Emek
HaBacha |
|
Sunlight
2 and Dekel. |
Lender
|
|
|
|
|
|
|
Amount
of loan / credit facility |
|
USD |
|
USD Index linked loan |
|
USD
(NIS
|
Date
financing provided |
|
|
|
|
|
|
Balance
of the loan as of December 31, 2023 |
|
USD |
|
USD |
|
USD
(NIS |
Balance
of the loan as of December 31, 2022 |
|
USD |
|
USD |
|
USD
(NIS
|
Amortization
schedule |
|
|
|
|
|
|
Debt
period |
|
|
|
|
|
|
Stated
annual interest rate |
|
|
The operation period - base interest (*) plus a margin of 2.65%, CPI-linked |
|
| |
Financial
covenants: |
|
|
|
|
|
|
Debt
service reserve |
|
USD |
|
|
|
USD
(NIS
|
ADSCR
default |
|
|
|
|
| |
LLCR
default |
|
|
|
|
|
|
Fulfillment
of financial covenants |
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
|
F - 44
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(2)
|
Loans
from banks and other financial institutions (Cont.) | |
Project
name |
|
Tullynamoyle
|
|
Lukovac
|
EWK
|
Storage
1+2, through Enlight Finance L.P. |
Lender
|
|
Bank of Ireland
|
|
|
|
|
Amount
of loan / credit facility |
|
USD
(EUR
|
|
USD |
USD
(EUR
|
USD
(NIS
|
Date
financing provided |
|
|
|
|
|
|
Balance
of the loan as of December 31, 2023 |
|
USD
(EUR
|
|
USD (EUR |
USD
(EUR
|
USD
(NIS
|
Balance
of the loan as of December 31, 2022 |
|
USD
(EUR
|
|
USD (EUR |
USD
(EUR
|
|
Amortization
schedule |
|
|
|
|
|
|
Debt
period |
|
|
|
|
|
|
Stated
annual interest rate |
|
|
|
|
EUR 40 million of the loan bears interest at a rate of 3.95%, And EUR 16 million of the loan bears interest in the range of 4.65%-4.83%. |
|
Financial
covenants: |
|
|
|
|||
Debt
service reserve |
|
-
|
|
USD |
USD
(EUR
|
|
ADSCR
default |
|
|
|
|
|
|
Fulfillment
of financial covenants |
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
Charge on the SPV’s assets,
cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the projects in the cluster,
in respect of the debt service. |
F - 45
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
|
(2)
|
Loans
from banks and other financial institutions (Cont.) |
Project
name |
|
Attila
|
|
SOWI
|
|
Picasso
|
|
Halutziot
2+ Halutziot 1 upgrade |
Lender
|
|
|
|
|
|
|
|
|
Amount
of loan / credit facility |
|
USD
(HUF
|
|
USD
(EUR
|
|
USD |
|
USD |
Date
financing provided |
|
|
|
|
|
|
|
|
Balance
of the loan as of December 31, 2023 |
|
USD
(HUF
|
|
USD
(EUR
|
|
USD
(EUR
|
|
USD |
Balance
of the loan as of December 31, 2022 |
|
USD
(HUF
|
|
USD
(EUR
|
|
USD
(EUR
|
| |
Amortization
schedule |
|
|
|
|
|
|
|
|
Debt
period |
|
|
|
|
|
|
|
|
Stated
annual interest rate |
|
30%
of the loan bears interest at a rate of 4.05%
And
70% of the loan bears interest at a rate of approximately 6.3%. |
|
and 18% of the loan bears Euribor plus a margin of 4%. |
|
|
| |
Financial
covenants: |
|
|
|
|
|
|
|
|
Debt
service reserve |
|
USD
(HUF
|
|
USD (EUR |
|
| ||
ADSCR
default |
|
|
|
|
|
|
|
|
Fulfillment
of financial covenants |
|
|
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
|
|
|
F - 46
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(2)
|
Loans from banks and other financial institutions (Cont.) | |
Project
name |
|
Ruach
Beresheet |
|
Gecama
|
|
Björnberget
|
|
Atrisco
|
Lender
|
|
|
|
|
|
|
|
|
Amount
of loan / credit facility |
|
USD |
|
USD
(EUR
|
|
USD
(EUR
|
|
USD |
Date
financing provided |
|
|
|
|
|
|
|
|
Balance
of the loan as of December 31, 2023 |
|
USD
(NIS
|
|
USD
(EUR
|
|
USD
(EUR
|
|
USD |
Balance
of the loan as of December 31, 2022 |
|
USD
(NIS
|
|
USD
(EUR
|
|
USD
(EUR
|
| |
Amortization
schedule |
|
|
|
|
|
|
|
|
Debt
period |
|
|
|
|
|
|
| |
Stated
annual interest rate |
|
Operating period - base interest(*) plus a margin of 2.2%-2.7% |
|
|
|
Base
interest of Euribor plus a margin of 1.75%. The
company hedged approximately 79% of the total base interest liability during the entire debt period of 18 years, beginning from the project’s
date of initial operation. |
|
|
Financial
covenants: |
|
|
|
|
|
|
|
|
Debt
service reserve |
|
|
|
|
| |||
ADSCR
default |
|
|
|
|
|
|
|
|
Fulfillment
of financial covenants |
|
|
|
|
|
|
|
|
Collateral
|
|
|
|
|
|
|
|
|
F - 47
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(3) |
Loans from banks for corporate financing |
A. |
The Company undertook to submit routine
and standard reports to the lenders; |
B. |
The lenders will be entitled to transfer
their rights to entities which were defined in the agreements, such as major institutional entities, banks, etc.;
|
C. |
The Company undertook to maintain
a rating of Baa3.il, or a corresponding rating, from one of the local rating agencies (Maalot or Midroog), or from one of the international
rating agencies (Moody’s and/or S&P); |
D. |
The Company undertook to maintain
a current negative pledge and a negative pledge in favor of the lenders, in respect of proceeds which will be received by some of the
Company’s subsidiaries, as defined in the agreements. |
A. |
The Company’s total equity,
as defined in the agreements, will not fall below, at any time, a total of NIS |
B. |
The result obtained by dividing the
net financial debt ratio by net cap, on a standalone basis (as defined in the agreement), will not exceed |
C. |
The result obtained by dividing the
net financial debt ratio by operating profit for debt service (EBITDA), on a consolidated basis, will not exceed 18 during two consecutive
quarters; |
D. |
The equity to total balance sheet
ratio, on a standalone basis in the Company’s separate financial information, as defined in the agreements, will not fall below
20% during two consecutive quarters; In case of a breach of the covenants, or a reduction of the rating (beyond a reduction of 2 notches
below the Company’s current debt rating) will result in the activation of a mechanism for gradually increasing the interest rate,
up to a cumulative limit of |
As of December 31, 2023, the Company is in compliance with all of the financial covenants as stated above.
F - 48
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Current
liabilities |
Non-current
liabilities |
Total
|
||||||||||||||||||||||
As
of December 31 |
As
of December 31 |
As
of December 31 |
||||||||||||||||||||||
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||
Debentures (Series E)
(1.) |
|
|
|
|
|
|
||||||||||||||||||
Debentures (Series F)
(2.) |
|
|
|
|
|
|
||||||||||||||||||
Debentures (Series C)
(3.) |
|
|
|
|
|
|
||||||||||||||||||
Debentures (Series D)
(4.) |
|
|
|
|
|
|
||||||||||||||||||
Total
Debentures |
|
|
|
|
|
|
1. |
Debentures (Series E)
|
• |
The debentures (Series E) are not linked to any index and will be repaid in 12 semi-annual
payments, each at a rate of 3.5% of the principal amount, and the last payment, at a rate of 58% of the principal amount, will be paid
on March 1, 2025. |
• |
The debentures bear fixed annual interest of 4.25%, to be paid twice per year.
|
• |
The Company’s undertaking to repay the debentures is not secured by any collateral,
or any other security. |
• |
The Company’s equity according to its financial
statements (audited or reviewed) will be no less than NIS |
• |
The ratio between standalone net financial debt
and net cap will not exceed |
• |
The standalone net financial debt will not exceed
NIS 10 million, and the ratio of net financial debt (consolidated) to EBITDA as of the calculation date (if any) will not exceed 18 during
more than two consecutive financial statements (audited or reviewed). |
• |
The equity to total balance sheet ratio in the
Company’s standalone reports will be no less than |
• |
The Company will not create and/or will not agree
to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge,
to secure any debt or obligation whatsoever. |
• |
The Company will not perform any distribution
except subject to the cumulative conditions specified in the trust deed of the debentures. |
As of December 31, 2023, the Company is in compliance with all of the financial covenants in accordance with the trust deed, as stated above.
F - 49
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
2. |
Debentures
(Series F) |
In June 2019, the Company issued,
NIS
On April 7 and August 31 of 2022 the Company completed 2 extensions of Series F with total of NIS
• |
The Company’s
equity according to its financial statements (audited or reviewed) will be no less than NIS |
• |
The ratio of standalone net financial debt to net cap will not exceed 70% during two consecutive financial statements. |
• |
The standalone net
financial debt, as defined above, does not exceed NIS |
• |
The equity to total
balance sheet ratio in the Company’s standalone reports will be no less than 20% during two consecutive financial statements (audited
or reviewed). |
• |
The Company will not
create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets,
i.e., a general floating charge, to secure any debt or obligation whatsoever. |
• |
Insofar as the Series
F have not been repaid in full, the Company will not perform any distribution except subject to the cumulative conditions specified in
the trust deed of the Debentures. |
As of December 31, 2023, the Company is in compliance with all of the financial covenants in accordance with the trust deed, as stated above.
F - 50
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 13 - Debentures (Cont.)
3. |
Debentures
(Series C and D): |
• |
Series C are not linked
to any index, have a par value of NIS 1 each, and are repayable in a single payment on September 1, 2028. |
• |
The unpaid principal
balance of the debentures will bear fixed annual interest of 0.75%, to be paid twice per year from 2021 to 2028 (inclusive).
|
• |
The unpaid principal
balance of the Series C is convertible into Company's ordinary shares, with a par value of NIS 0.1 each, in the manner specified below:
(1) during the period from the date of listing of the series of Series C on the TASE until December 31, 2023, each NIS 9 par value of
the debentures (Series C) will be convertible into one ordinary share of the Company; and (2) during the period from January 1, 2024 to
August 22, 2028, each NIS 24 par value of Series C will be convertible into one ordinary share of the Company. |
• |
In 2021 Midroog Ltd.
updated the rating of the debentures (Series C) which the Company issued, from A3.il to A2.il, stable rating outlook.
|
• |
Series D are not linked to any index, have a par value of NIS 1 each, and are repayable in 2 equal payments which will be paid on September 1 2027 and 2029. |
• |
The unpaid principal
balance of the debentures bears fixed annual interest of 1.5%, to be paid twice per year, from 2021 to 2029 (inclusive).
|
• |
The Company’s undertaking to repay the debentures is not secured by any collateral, or any other security. |
• |
The Company’s
equity according to its financial statements (audited or reviewed) will be no less than NIS |
• |
The ratio between standalone
net financial debt and net cap will not exceed |
• |
The equity to total
balance sheet ratio in the Company’s standalone financial statements will be no less than 25% during two consecutive financial statements
(audited or reviewed). | |
F - 51
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
3. |
Debentures
(Series C and D) (Cont.) | |
• |
The ratio of net financial
debt (consolidated) to EBITDA as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements
(audited or reviewed). The debt attributed to the projects during the construction stage (including senior debt and mezzanine non-recourse
loans) will not be included in that calculation. |
• |
The Company will not
create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets,
i.e., a general floating charge, to secure any debt or obligation whatsoever. |
• |
The Company will not
perform a distribution, as this term is defined in the Companies Law, including a buyback of its shares, except subject to the following
cumulative conditions: |
(A) |
At a rate which will not exceed 70% of the Company’s
profit for the period, in accordance with its consolidated financial statements which were last published before the resolution to perform
the distribution; |
(B) |
Its equity (after the distribution) exceeds NIS
|
(C) |
Its equity to balance sheet ratio, on a standalone
basis according to the separate financial information (after deducting the distribution amount) will be no less than 30% - subject to
the distribution tests specified in section 302 of the Companies Law; |
• |
Mechanism was determined
for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of
it. The total interest rate increases will not exceed more than 1.25% above the interest rate which was determined in the first offering
report of the debentures. |
As of December 31, 2023, the Company is in compliance with all of the financial covenants in accordance with the trust deed, as stated above.
Balance
as of January 1, 2023 |
Cash
flows from financing activities |
Translation
differences in respect of foreign operations |
Adjustments
in respect of cash flows for operating activities (3) |
Non-cash
activities |
Balance
as of December 31, 2023 |
|||||||||||||||||||
USD
in
thousands
|
USD
in
thousands
|
USD
in
thousands
|
USD
in
thousands
|
USD
in
thousands
|
USD
in
thousands
|
|||||||||||||||||||
Debentures
(1) |
|
|
(
|
)
|
|
|
|
|||||||||||||||||
Convertible
Debentures (1) |
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||||||
Loans
from banks and other financial institutions |
|
|
|
|
(
|
(2)
|
|
|||||||||||||||||
Loans
from non-controlling interests |
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
Lease
liability |
|
(
|
)
|
|
|
|
(4)
|
|
||||||||||||||||
|
|
|
|
|
|
(1) |
Including interest payable.
|
(2) |
Mostly due to the offsetting of deferred borrowing costs which were prepaid by the project companies on the financial closing dates, and capitalization of finance expenses during the construction period. |
(3) |
Including interest accrued and interest paid.
|
(4) |
Initial creation and index linking vis-à-vis right-of-use asset. | |
F - 52
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Balance
as of January 1, 2022 |
Cash
flows
from financing
activities
|
Translation differences
in respect of foreign
operations
|
Adjustments
in respect of cash flows for operating activities(3) |
Non-cash
activities |
Balance
as of December 31, 2022 |
|||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||
Debentures
(1) |
|
(
|
)
|
(
|
)
|
|
|
|
||||||||||||||||
Convertible
Debentures (1) |
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||||||
Loans
from banks and other financial institutions (1) |
|
|
(
|
)
|
|
|
(2) |
|
||||||||||||||||
Loans
from non-controlling interests |
|
|
(
|
)
|
|
|
|
|||||||||||||||||
Lease
liability |
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(4) |
|
||||||||||||||
|
|
(
|
)
|
|
|
|
(1) |
Including interest payable.
|
(2) |
Mostly due to the offsetting of deferred borrowing
costs which were prepaid by the project companies on the financial closing dates, and discounted finance expenses during the construction
period. |
(3) |
Including interest accrued and interest paid.
|
(4) |
Initial creation vis-à-vis right-of-use asset.
|
Balance
as of January 1, 2021 |
Cash
flows
from financing
activities
|
Translation differences
in respect of foreign
operations
|
Adjustments
in respect of cash flows for operating activities(3) |
Initial
consolidation |
Non-cash
activities |
Balance
as of December 31, 2021 |
||||||||||||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||||||||||||
Debentures
(1) |
|
|
|
|
|
|
|
|||||||||||||||||||||
Convertible
Debentures (1) |
|
|
|
|
|
|
|
|||||||||||||||||||||
Loans
from banks and other financial institutions (1) |
|
|
(
|
)
|
|
|
(
|
)(2)
|
|
|||||||||||||||||||
Loans
from non-controlling interests |
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
Lease
liability |
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(4) |
|
|||||||||||||||||
|
|
|
|
|
|
|
(1) |
Including interest payable.
|
(2) |
Mostly due to the offsetting of deferred borrowing
costs which were prepaid by the project companies on the financial closing dates, and discounted finance expenses during the construction
period. |
(3) |
Including interest accrued and interest paid.
|
(4) |
Initial creation vis-à-vis right-of-use asset.
|
F - 53
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Deferred
tax balances: |
As
of December 31 |
||||||||
2023
|
2022
|
|||||||
USD
in thousands |
USD
in thousands |
|||||||
Current
tax assets (liabilities): |
||||||||
Current
tax assets |
|
|
||||||
Current
tax liabilities |
(
|
)
|
(
|
)
| ||||
Total
current tax assets (liabilities) |
(
|
)
|
(
|
)
| ||||
Non-current
tax assets (liabilities): |
||||||||
Deferred
tax assets |
|
|
||||||
Deferred
tax liabilities |
(
|
)
|
(
|
)
| ||||
Total
non-current tax assets (liabilities) |
(
|
)
|
(
|
)
|
Balance
as of January 1 2023 |
Recognized in the statement of income |
Other
comprehensive income |
Balance
as of December 31 2023 |
|||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||
Temporary
differences: |
||||||||||||||||
Fixed
assets |
(
|
)
|
(
|
)
|
|
(
|
)
| |||||||||
IFRS
16 – Leases |
|
|
(
|
)
|
|
|||||||||||
Financial
instruments |
(
|
)
|
|
(
|
)
|
(
|
)
| |||||||||
Contractual
asset in respect of concession arrangements |
(
|
)
|
|
|
(
|
)
| ||||||||||
Contingent
consideration |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Others
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Unused
losses and tax benefits: |
||||||||||||||||
Tax
losses |
|
(
|
)
|
(
|
)
|
|
||||||||||
|
(
|
)
|
(
|
)
|
|
|||||||||||
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
F - 54
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Deferred
tax balances: (Cont.) |
||
Balance
as of January 1 2022 |
Recognized in the statement of income |
Other
comprehensive income |
Balance
as of December 31 2022 |
|||||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||
Temporary
differences: |
||||||||||||||||
Fixed
assets |
(
|
)
|
(
|
)
|
|
(
|
)
| |||||||||
IFRS
16 – Leases |
|
(
|
)
|
(
|
)
|
|
||||||||||
Financial
instruments |
|
|
(
|
)
|
(
|
)
| ||||||||||
Contractual
asset in respect of concession arrangements |
(
|
)
|
|
|
(
|
)
| ||||||||||
Contingent
consideration |
|
(
|
)
|
|
(
|
)
| ||||||||||
Others
|
|
(
|
)
|
(
|
)
|
(
|
)
| |||||||||
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||
Unused
losses and tax benefits: |
||||||||||||||||
Tax
losses |
|
|
(
|
)
|
|
|||||||||||
|
|
(
|
)
|
|
||||||||||||
Total
|
|
(
|
)
|
(
|
)
|
(
|
)
|
F - 55
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Total expenses
(income) from income taxes which were recognized in the statement of income: |
For
the year ended December 31 |
||||||||||||
2023
|
2022
|
2021
|
||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||
Current
taxes: |
||||||||||||
Current tax
expenses |
|
|
|
|||||||||
Prior year
taxes |
(
|
)
|
|
|
||||||||
Total
current taxes |
|
|
|
|||||||||
Deferred
taxes: |
||||||||||||
Deferred
tax expenses in respect of the creation and reversal of temporary differences |
|
|
|
|||||||||
Income (expenses)
from the creation of deferred taxes in respect of losses and unused tax benefits |
|
(
|
)
|
|
||||||||
Total
deferred taxes |
|
|
|
|||||||||
Total
expenses from income taxes |
|
|
|
F - 56
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
C. |
Reconciliation
between the theoretical tax on the pre-tax profit and the tax expense |
For
the year ended December 31 |
||||||||||||
2023
|
2022
|
2021
|
||||||||||
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||
Profit before
income taxes from continuing operations |
|
|
|
|||||||||
Primary tax
rate of the Company |
|
%
|
|
%
|
|
%
| ||||||
Tax calculated
according to the Company’s primary tax rate |
|
|
|
|||||||||
Additional
tax (tax saving) in respect of: |
||||||||||||
No controlling
share in the profits / losses of investee partnerships |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Different
tax rate of foreign subsidiaries |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Non-deductible
expenses |
|
|
|
|||||||||
Exempt income
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Utilization
of tax losses and benefits from prior years |
|
|
|
|||||||||
Temporary
difference in respect of subsidiaries for which deferred taxes were not recognized |
|
|
|
|||||||||
Change in
taxes in respect of previous years |
(
|
) |
|
(
|
)
| |||||||
Others
|
|
|
|
|||||||||
Total
income taxes from continuing operations as presented in profit or loss |
|
|
|
D. |
Carryforward
losses |
E. |
Details regarding
the Group’s tax environment |
(1) |
Presented
below are the tax rates which were relevant to the Group’s activity in Israel during the years 2022-2023:
|
(2) |
Taxation
of subsidiaries outside of Israel: |
• |
Entities
incorporated in Croatia: The corporate tax rate which applies to the Company’s activity in Croatia is
|
F - 57
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
E. |
Details regarding
the Group’s tax environment: (Cont.) |
(2) |
Taxation
of subsidiaries outside of Israel: (Cont.) | |
• |
Entities
incorporated in Serbia: The corporate tax rate which applies to the Company’s activity in Serbia is
|
• |
Entities
incorporated in Hungary: The corporate tax rate which applies to the Company’s activity in Hungary is
|
• |
Entities
incorporated in Sweden: The corporate tax rate which applies to the Company’s activity in Sweden is
|
• |
Entities
incorporated in Kosovo: The corporate tax rate which applies to the Company’s activity in Kosovo is
|
• |
Entities
incorporated in Spain: The corporate tax rate which applies to the Company’s activity in Spain is
|
• |
Entities
incorporated in the United States: The federal tax rate is |
• |
Entities
incorporated in Italy: The corporate tax rate is |
F - 58
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
C. |
Registered
capital |
|
December
31 |
December
31 |
||||||
|
2023
|
2022
|
||||||
|
Number
of shares |
|||||||
Ordinary
shares with par value of NIS
|
|
|
B. |
Issued
capital: |
Share
capital |
Share
premium |
|||||||||||||||||||||||
|
As
of December 31 |
As
of December 31 |
As
of December 31 |
|||||||||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
||||||||||||||||||
|
Number
of shares |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||
Fully
paid-up ordinary shares |
||||||||||||||||||||||||
with par value of NIS
|
|
|
|
|
|
|
C. |
Changes
in fully paid-up share capital |
|
Number
of shares |
|||
Balance
as of January 1, 2022 |
|
|||
|
||||
Issuance of shares (1)
|
|
|||
|
||||
Exercise of options by
employees |
|
|||
|
||||
Balance
as of December 31, 2022 |
|
|||
|
||||
Issuance of shares (2)
|
|
|||
|
||||
Exercise of options by
employees |
|
|||
|
||||
Balance
as of December 31, 2023 |
|
(1) |
On March 6, 2022, the
Company completed an issuance of |
(2) |
On February 14, 2023,
the Company completed an Initial Public Offering of |
F - 59
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 17 - Earnings Per Share
A. |
Basic
earnings per share |
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||
Profit attributable to
the Company’s owners for the purpose of calculating basic earnings per share |
|
|
|
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
||||||||||||
Weighted average of the
number of ordinary shares used for the purpose of calculating basic earnings per share (*) |
|
|
|
B.
|
Diluted
earnings per share: |
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||
Profit
which was used to calculate diluted earnings per share |
|
|
|
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
||||||||||||
Weighted average of the
number of ordinary shares used to calculate diluted earnings per share (*) |
|
|
|
F - 60
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Grant
date |
Number
of offerees |
Total
number of options |
Exercise
price in NIS |
Share
price in NIS |
Value
of option in NIS |
Value
of option in USD |
Number
of options which were exercised as of the date of the financial report |
Number
of options which expired / were forfeited as of the date of the financial report |
Expiration
date of the options |
Number
of options remaining as of the date of the financial report |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)(B)
|
|
|
|
|
|
|
|
|
|
|
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C)
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
(D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(E)
|
|
|
|
|
|
|
|
|
|
|
(F)
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(G)
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
(J)
|
|
|
|
|
|
|
|
|
|
|
(J)
|
|
|
|
|
|
|
|
|
|
|
(H)(J)
|
|
|
|
|
|
|
|
|
| |
(J)
|
|
|
|
|
|
|
|
|
| |
(I)(J)
|
|
|
|
|
|
|
|
|
| |
Total
|
|
|
|
|
|
F - 61
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(A) |
On September 12, 2018,
the Company allocated |
(B) |
On September 12, 2018
and October 28, 2018, the Company allocated |
(C) |
On November 28, 2019,
the Company performed a private allocation of |
(D) |
On April 12, 2020,
the Company performed a private allocation of |
(E) |
On September 30, 2021,
a the Company performed a private allocation of |
F - 62
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
(F) |
On September 30, 2021, the Company performed a
private allocation of |
(G) |
On June 28, 2022,
the Company performed a private allocation of
|
(H)
|
On
April 24, 2023, the Company performed a private allocation of
|
(I)
|
On
December 18, 2023, the Company performed a private allocation of
|
(J) |
In 2023, options were granted to employees which
are exercisable on a cashless basis.
The valuation of the
options was performed using the binomial model. |
(K) |
In
January 2024,
|
(L) |
In
January 2024, |
Grant
date |
03/14/2023
|
03/23/2023
|
04/24/2023
|
05/25/2023
|
12/18/2023
|
|||||||||||||||
Number
of options |
|
|
|
|
|
|||||||||||||||
Option
value in NIS |
|
|
|
|
|
|||||||||||||||
Option
value in USD |
|
|
|
|
|
|||||||||||||||
Exercise
price in NIS |
|
|
|
|
|
|||||||||||||||
Share
price in NIS |
|
|
|
|
|
|||||||||||||||
Risk-free
interest rate |
|
%
|
|
%
|
|
%
|
|
%
|
|
%
| ||||||||||
Standard
deviation |
|
%
|
|
%
|
|
%
|
|
%
|
|
%
| ||||||||||
Value
of options in thousands NIS |
|
|
|
|
|
|||||||||||||||
Value
of options in thousands USD |
|
|
|
|
|
|||||||||||||||
Lifetime
of options |
|
Details on grants of the year ended December 31, 2022:
Grant
date |
02/08/2022
|
02/13/2022
|
04/17/2022
|
06/28/2022
|
06/28/2022
|
09/01/2022
|
09/01/2022
|
10/30/2022
|
12/18/2022
|
|||||||||||||||||||||||||||
Number
of options |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Option
value in NIS |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Exercise
price in NIS |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Share
price in NIS |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Risk-free
interest rate |
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
| ||||||||||||||||||
Standard
deviation |
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
| ||||||||||||||||||
Value
of options in thousands NIS |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Value
of options in thousands USD |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Lifetime
of options |
|
F - 63
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||
Sale
of electricity |
|
|
|
|||||||||
Operation
of facilities |
|
|
|
|||||||||
Construction services
|
|
|
|
|||||||||
Management or development
fees |
|
|
|
|||||||||
|
||||||||||||
Total
|
|
|
|
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||
|
||||||||||||
Site maintenance
|
|
|
|
|||||||||
Payroll, salaries and
associated expenses |
|
|
|
|||||||||
Insurance
|
|
|
|
|||||||||
Municipal taxes
|
|
|
|
|||||||||
Lease
|
|
|
|
|||||||||
Expenses associated with
facility construction services |
|
|
|
|||||||||
|
||||||||||||
Total
|
|
|
|
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||
Payroll, salaries and
associated expenses |
|
|
|
|||||||||
Other development expenses
|
|
|
|
|||||||||
|
||||||||||||
Total
|
|
|
|
|
For
the year ended December 31 |
|||||||||||
|
2023
|
2022
|
2021
|
|||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||
Payroll,
salaries and associated expenses |
|
|
|
|||||||||
Professional
services |
|
|
|
|||||||||
Office
and maintenance |
|
|
|
|||||||||
Depreciation
|
|
|
|
|||||||||
Management
and director fees |
|
|
|
|||||||||
Insurance
|
|
|
|
|||||||||
Computer
services |
|
|
|
|||||||||
Others
|
|
|
|
|||||||||
|
||||||||||||
Total
|
|
|
|
F - 64
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
|
For the year ended December 31 |
|||||||||||
|
2023 |
2022 |
2021 |
|||||||||
|
USD in thousands |
USD in thousands |
USD in thousands |
|||||||||
Changes in contingent consideration |
|
|
|
|||||||||
Production delay compensation |
|
|
|
|||||||||
Capital gains |
|
|
|
|||||||||
Tax equity partnerships depreciations |
|
|
|
|||||||||
Others |
|
|
|
|
||||||||
|
||||||||||||
Total |
|
|
|
A. |
Finance expenses:
|
|
For the year ended December 31 |
|||||||||||
|
2023 |
2022 |
2021 |
|||||||||
|
USD in thousands |
USD in thousands |
USD in thousands |
|||||||||
Interest expenses from project finance loans |
|
|
|
|||||||||
Interest expenses from corporate loans |
|
|
|
|||||||||
Interest expenses from Debentures |
|
|
|
|||||||||
Finance expenses in respect of contingent consideration |
||||||||||||
arrangement |
|
|
|
|||||||||
Interest expenses from non-controlling interests loans |
|
|
|
|||||||||
Finance expenses from hedging transactions |
|
|
|
|||||||||
Finance expenses in respect of lease liability |
|
|
|
|||||||||
Exchange differences |
|
|
|
|||||||||
Finance expenses from lease back liability |
|
|
|
|||||||||
Others |
|
|
|
|||||||||
|
|
|
|
|||||||||
Amounts capitalized to the cost of qualifying assets |
(
|
) |
(
|
) |
(
|
) | ||||||
Total |
|
|
|
F - 65
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Finance income: |
|
For the year ended December 31 |
|||||||||||
|
2023 |
2022 |
2021 |
|||||||||
|
USD in thousands |
USD in thousands |
USD in thousands |
|||||||||
Finance income from contract asset in respect of |
||||||||||||
concession arrangements |
|
|
|
|||||||||
Changes in the fair value of financial instruments |
||||||||||||
measured at fair value through profit or loss |
|
|
|
|||||||||
Finance income from hedge transactions |
|
|
|
|||||||||
Finance income from loans to investee entities |
|
|
|
|||||||||
Finance income from deposits in banks |
|
|
|
|||||||||
Exchange differences |
|
|
|
|||||||||
Others |
|
|
|
|||||||||
Total |
|
|
|
F - 66
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 25 - Leases
USD
in thousands |
Land
|
Offices
and vehicles |
Total
|
|||||||||
|
||||||||||||
Balance
as of January 1, 2023 |
|
|
|
|||||||||
Additions
|
|
|
|
|||||||||
Amortization of right-of-use
assets |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
Linkage to index
|
|
|
|
|||||||||
Sale of consolidated
companies |
(
|
)
|
|
(
|
)
| |||||||
Reserve for translation
differences |
|
(
|
)
|
|
||||||||
Balance
as of December 31, 2023 |
|
|
|
USD
in thousands
Effects
on the statements of income |
For
the year
ended
December
31,
2023
|
|||
|
||||
Interest
expenses in respect of lease liability |
(
|
)
| ||
Expenses attributed to
variable lease payments which were not included in measurement of lease liability |
(
|
)
| ||
Depreciation expenses
|
(
|
)
| ||
|
||||
Total
|
(
|
)
|
F - 67
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Financial
risk management policy |
(1) |
Changes
in foreign currency exchange rates |
|
|
|
|
|
|
Amount receivable in transaction currency |
|
|
Amount payable in transaction currency |
|
|
|
|
|
Fair
value |
|
|
|
Project
|
|
|
Millions
|
|
|
Millions
|
|
|
Expiration date
|
|
|
USD
millions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EUR
|
|
|
NIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD
|
|
|
NIS
|
|
|
|
|
|
|
(1) |
Hedging transaction
to hedge against the EUR/NIS exchange rate and the USD/NIS exchange rate, based on the schedule of payments to the main contractors of
the projects. |
F - 68
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Financial
risk management policy (Cont.) |
(1) |
Changes in currency exchange
rates (Cont.) |
|
As
of December 31, 2023 |
|||||||||||||||||||
|
Increase
5% |
Decrease
5% |
||||||||||||||||||
|
OCI
|
Pre-tax
profit |
Value
|
Pre-tax
profit |
OCI
|
|||||||||||||||
5% Change in the currency
exchange rate |
USD
in thousands |
|||||||||||||||||||
|
||||||||||||||||||||
ILS
vs EURO |
||||||||||||||||||||
Loans to foreign operations
|
|
(
|
)
|
|
|
|
||||||||||||||
|
||||||||||||||||||||
Equity
of foreign operations |
||||||||||||||||||||
ILS vs EURO
|
(
|
)
|
|
|
|
|
||||||||||||||
ILS vs HUF
|
(
|
)
|
|
|
|
|
||||||||||||||
Total
effect OCI |
(
|
)
|
|
|
|
|
|
As
of December 31, 2022 |
|||||||||||||||||||
|
Increase
5% |
Decrease
5% |
||||||||||||||||||
|
OCI
|
Pre-tax
profit |
Value
|
Pre-tax
profit |
OCI
|
|||||||||||||||
5% Change in the currency
exchange rate |
USD
in thousands |
|||||||||||||||||||
|
||||||||||||||||||||
ILS
vs EURO |
||||||||||||||||||||
Loans to foreign operations
|
|
(
|
)
|
|
|
|
||||||||||||||
|
||||||||||||||||||||
EURO
vs HRK |
||||||||||||||||||||
Restricted cash
|
|
|
|
(
|
)
|
|
||||||||||||||
Loans to foreign operations
|
|
|
|
(
|
)
|
|
||||||||||||||
Loans from banks
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||
Total
effect on pre-tax profit |
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||
|
||||||||||||||||||||
Equity
of foreign operations |
||||||||||||||||||||
ILS vs EURO
|
(
|
)
|
|
|
|
|
||||||||||||||
ILS vs HUF
|
(
|
)
|
|
|
|
|
||||||||||||||
ILS vs HRK
|
(
|
)
|
|
|
|
|
||||||||||||||
Total
effect on OCI |
(
|
)
|
|
|
|
|
F - 69
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Financial
risk management policy (Cont.) |
(2) |
Change in index
|
As
of December 31, 2023 | ||||||||||||
|
Increase
3% |
Decrease
3% |
||||||||||
|
Pre-tax
profit |
Carrying value
|
Pre-tax
profit |
|||||||||
3% Change in the index
rate |
USD
in thousands |
|||||||||||
|
||||||||||||
Contract assets
|
|
|
(
|
)
| ||||||||
Loans to investee entities
|
|
|
(
|
)
| ||||||||
Loans to non-controlling
interests |
|
|
(
|
)
| ||||||||
Loans from banks and
other financial institutions |
(
|
)
|
(
|
)
|
|
|||||||
Other financial liabilities
|
(
|
)
|
(
|
)
|
|
|||||||
|
||||||||||||
|
(
|
)
|
(
|
)
|
|
|
As
of December 31, 2022 |
|||||||||||
|
Increase
3% |
Decrease
3% |
||||||||||
|
Pre-tax
profit |
Carrying value
|
Pre-tax
profit |
|||||||||
3% Change in the index
rate |
USD
in thousands |
|||||||||||
|
||||||||||||
Financial assets measured
at fair value through profit or loss |
|
|
(
|
)
| ||||||||
Contract assets
|
|
|
(
|
)
| ||||||||
Loans to investee entities
|
|
|
(
|
)
| ||||||||
Loans to non-controlling
interests |
|
|
(
|
)
| ||||||||
Loans from banks and
other financial institutions |
(
|
)
|
(
|
)
|
|
|||||||
Other financial liabilities
|
(
|
)
|
(
|
)
|
|
|||||||
|
||||||||||||
|
(
|
)
|
(
|
)
|
|
F - 70
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Financial
risk factors |
(1) |
Presented
below is an analysis of financial instruments by linkage bases and currency types |
As of December 31, 2023 |
||||||||||||||||||||||||
|
Linked
to the
EUR |
Linked to the
USD |
Linked to the
HUF |
Linked to the
CPI |
Unlinked |
Total |
||||||||||||||||||
|
USD in thousands |
USD in thousands |
USD in thousands |
USD in thousands |
USD in thousands |
USD in thousands |
||||||||||||||||||
|
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
|
|
|
|
|
|
||||||||||||||||||
Deposits in banks |
|
|
|
|
|
|
||||||||||||||||||
Restricted cash |
|
|
|
|
|
|
||||||||||||||||||
Trade receivables |
|
|
|
|
|
|
||||||||||||||||||
Other receivables |
|
|
|
|
|
|
||||||||||||||||||
Other financial assets
|
|
|
|
|
|
|
||||||||||||||||||
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Non-current assets: |
||||||||||||||||||||||||
Restricted cash |
|
|
|
|
|
|
||||||||||||||||||
Long term receivables |
|
|
|
|
|
|
||||||||||||||||||
Financial assets measured at fair value through profit or loss
|
|
|
|
|
|
|
||||||||||||||||||
Loans to equity-accounted entities |
|
|
|
|
|
|
||||||||||||||||||
Other financial assets
|
|
|
|
|
|
|
||||||||||||||||||
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Credit and current maturities in respect of loans from banks and
other financial institutions |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
|
(
|
) | |||||||||||||
Trade payables |
(
|
) |
(
|
) |
(
|
) |
|
(
|
) |
(
|
) | |||||||||||||
Other payables |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
Current maturities in respect of Debentures |
|
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
Current maturities of lease liability |
(
|
) |
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | |||||||||||||
Financial liabilities measured at fair value through profit or loss
|
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||
Other financial liabilities |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||
|
||||||||||||||||||||||||
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
||||||||||||||||||||||||
Non-current liabilities: |
||||||||||||||||||||||||
Debentures |
|
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
Convertible Debentures |
|
|
|
|
(
|
) |
(
|
) | ||||||||||||||||
Loans from banks and other financial institutions |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
Loans from non-controlling interests |
(
|
) |
|
|
|
(
|
) |
(
|
) | |||||||||||||||
Lease liability |
(
|
) |
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | |||||||||||||
Employee benefits |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||
Financial liabilities through profit or loss |
|
(
|
) |
|
(
|
) |
|
(
|
) | |||||||||||||||
Other financial liabilities |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||
|
||||||||||||||||||||||||
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
||||||||||||||||||||||||
Total assets (liabilities), net |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
F - 71
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Financial
risk factors (Cont.) |
(1) |
Presented
below is an analysis of financial instruments by linkage bases and currency types (Cont.)
|
|
As
of December 31, 2022 |
|||||||||||||||||||||||||||
|
Linked
to the
EUR
|
Linked
to the
USD
|
Linked
to the
HRK*
|
Linked
to the
HUF
|
Linked
to the
CPI
|
Unlinked
|
Total
|
|||||||||||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Current
assets: |
||||||||||||||||||||||||||||
Cash
and cash equivalents |
|
|
|
|
|
|
|
|||||||||||||||||||||
Deposits
in banks |
|
|
|
|
|
|
|
|||||||||||||||||||||
Restricted
cash |
|
|
|
|
|
|
|
|||||||||||||||||||||
Financial
assets measured at fair value through profit or loss |
|
|
|
|
|
|
|
|||||||||||||||||||||
Trade
receivables |
|
|
|
|
|
|
|
|||||||||||||||||||||
Other
receivables |
|
|
|
|
|
|
|
|||||||||||||||||||||
Current
maturities of loans to investee entities |
|
|
|
|
|
|
|
|||||||||||||||||||||
Other
financial assets |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Non-current
assets: |
||||||||||||||||||||||||||||
Restricted
cash |
|
|
|
|
|
|
|
|||||||||||||||||||||
Long
term receivables |
|
|
|
|
|
|
|
|||||||||||||||||||||
Financial
assets measured at fair value through profit or loss |
|
|
|
|
|
|
|
|||||||||||||||||||||
Loans
to equity-accounted entities |
|
|
|
|
|
|
|
|||||||||||||||||||||
Other
financial assets |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Current
liabilities: |
||||||||||||||||||||||||||||
Credit
and current maturities in respect of loans from banks and other financial institutions |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
| |||||||||||||||
Trade
payables |
(
|
)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
(
|
)
| ||||||||||||||||
Other
payables |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
Current
maturities in respect of Debentures |
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||
Current
maturities of lease liability |
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||||
Financial
liabilities measured at fair value through profit or loss |
|
(
|
)
|
|
|
|
|
(
|
)
| |||||||||||||||||||
other
financial liabilities |
(
|
)
|
|
|
|
|
|
(
|
)
| |||||||||||||||||||
|
||||||||||||||||||||||||||||
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
|
||||||||||||||||||||||||||||
Non-current
liabilities: |
||||||||||||||||||||||||||||
Debentures
|
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||
Convertible
Debentures |
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||
Loans
from banks and other financial institutions |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
| |||||||||||||||
Loans
from non-controlling interests |
(
|
)
|
|
|
|
|
(
|
)
|
(
|
)
| ||||||||||||||||||
Lease
liability |
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||||
Employee
benefits |
|
(
|
)
|
|
|
|
|
(
|
)
| |||||||||||||||||||
Financial
liabilities through profit or loss |
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
| ||||||||||||||||||
|
||||||||||||||||||||||||||||
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
|
||||||||||||||||||||||||||||
Total
assets (liabilities), net |
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
F - 72
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 26 - Financial Instruments (Cont.)
(B) |
Financial risk factors (Cont.) |
(2) |
Interest rate risk
|
|
As
of December 31, 2023 |
|||||||||||
|
Increase
2% |
Carrying
|
Decrease
2% |
|||||||||
|
Pre-tax
profit |
value
|
Pre-tax
profit |
|||||||||
2% Change in the interest
rate |
USD
in thousands |
|||||||||||
|
||||||||||||
Euribor-linked loan from
banks |
(
|
)
|
(
|
)
|
|
|||||||
SOFR-linked credit from
banks (1) |
|
(
|
)
|
|
||||||||
|
||||||||||||
|
(
|
)
|
(
|
)
|
|
|
As
of December 31, 2022 |
|||||||||||
|
Increase
2% |
Carrying
|
Decrease
2% |
|||||||||
|
Pre-tax
profit |
value
|
Pre-tax
profit |
|||||||||
2% Change in the interest
rate |
USD
in thousands |
|||||||||||
|
||||||||||||
Euribor-linked loan from
banks |
(
|
)
|
(
|
)
|
|
|||||||
SOFR-linked credit from
banks (1) |
|
(
|
)
|
|
||||||||
|
||||||||||||
|
(
|
)
|
(
|
)
|
|
(1) |
The company has loans which are linked to the
SOFR interest rate. The loans are used to finance projects under construction. Interest expenses during the construction period are capitalized
to the cost of the facility, and have no impact on the Company’s results. |
F - 73
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 26 - Financial Instruments (Cont.)
B. |
Financial risk factors (Cont.) |
(2) |
Interest rate risk (Cont.) |
|
Interest
rates |
Par
value |
Repayment
date |
Carrying
value | |
Hedged
contract |
Original
|
After
hedging |
Thousands
|
Final
|
USD
in thousands |
Loan to finance the Lukovac
project |
|
|
|
|
|
Loan to finance the Picasso
project |
|
|
|
|
|
Loan to finance the Gecama
project |
|
|
|
|
|
Loan to finance the Attila
projects |
Bubor |
|
|
|
|
Loan to finance the Bjorn
project |
|
|
|
|
|
Loan to finance the Atrisco
project - PV |
|
|
|
|
(
|
Hedged
contract |
Interest
rates After hedging |
Par
value
Thousands
|
Repayment
date |
Carrying
value USD in thousands |
Loan to finance the Atrisco
project - BESS |
|
|
|
(
|
F - 74
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 26 - Financial Instruments (Cont.)
B. |
Financial risk factors (Cont.) |
(3) |
Credit risk
|
(4) |
Liquidity risk
|
F - 75
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Financial risk factors
(Cont.) |
(4) |
Liquidity
risk (Cont.) |
|
As
of December 31, 2023(**) |
|||||||||||||||||||||||||||
|
After
|
|||||||||||||||||||||||||||
|
2024
|
2025
|
2026
|
2027
|
2028
|
2028
|
Total
|
|||||||||||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||||
Liability in respect
of deferred consideration arrangement |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
Performance-based contingent
consideration (“Earn Out”), see Note 7A(1) |
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
(
|
)
| |||||||||||||||||
Liability in respect
of put option |
|
|
|
|
|
(
|
)
|
(
|
)
| |||||||||||||||||||
Loans from non-controlling
interests |
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
Debentures(*)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
Credit and loans from
banks and other financial institutions (*)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
lease back liability
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
Lease liability
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||||||||||
|
||||||||||||||||||||||||||||
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(*) |
The above figures are presented according to their
par values on the repayment date, including unaccrued interest, linked to the CPI / exchange rate as of the balance sheet date.
|
(**) |
The Company has commitments in power purchase
agreements which are not reflected in the Company’s statement of financial position. |
F - 76
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
C. |
Fair value
|
(1) |
Details of assets and
liabilities which are measured in the statement of financial position at fair value: |
- |
Level 1: Quoted (unadjusted) prices in active
markets for identical properties or identical liabilities as those to which the entity has access on the measurement date.
|
- |
Level 2: Inputs, except for quoted prices which
are included in level 1, which are observable in respect of the asset or liability, directly or indirectly. |
- |
Level 3: Unobservable inputs in respect of the
asset or liability. |
|
|
Valuation
method for | |
Financial
instrument |
|
determining
fair value | |
Non-marketable shares
measured at fair value through profit or loss |
|
Fair value measured using
a valuation method that includes the discounted cash flow method | |
|
|
| |
Performance-based (“earn
out”) contingent consideration |
|
Fair value measured using
the discounted cash flow method |
|
Level
1 |
Level
2 |
Level
3 |
Total
|
||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||
Financial
Assets at fair value: |
||||||||||||||||
Contracts in respect
of forward transactions |
|
|
||||||||||||||
|
||||||||||||||||
Interest rate swaps
|
|
|
||||||||||||||
|
||||||||||||||||
Non-marketable shares
measured at fair value through profit or loss |
|
|
||||||||||||||
|
||||||||||||||||
Transactions to peg electricity
prices swap (CFD differences contract) |
|
|
||||||||||||||
Financial
liabilities at fair value: |
||||||||||||||||
|
||||||||||||||||
Interest rate swaps
|
(
|
)
|
(
|
)
| ||||||||||||
|
||||||||||||||||
Performance-based contingent
consideration (“Earn Out”), see Note 7A(1) |
(
|
)
|
(
|
)
| ||||||||||||
Deal contingent hedge
|
(
|
)
|
(
|
)
|
F - 77
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
C. |
Fair value (Cont.)
|
|
Level
1 |
Level
2 |
Level
3 |
Total
|
||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||
Financial
Assets at fair value: |
||||||||||||||||
Financial assets measured
at fair value through profit or loss |
|
|
||||||||||||||
|
||||||||||||||||
Contracts in respect
of forward transactions |
|
|
||||||||||||||
|
||||||||||||||||
Interest rate swaps
|
|
|
||||||||||||||
|
||||||||||||||||
Non-marketable shares
measured at fair value through profit or loss |
|
|
||||||||||||||
|
||||||||||||||||
Financial
liabilities at fair value: |
||||||||||||||||
|
||||||||||||||||
Transactions to peg electricity
prices swap (CFD differences contract) |
(
|
)
|
(
|
)
| ||||||||||||
|
||||||||||||||||
Performance-based contingent
consideration (“Earn Out”), see Note 7A(1) |
(
|
)
|
(
|
)
|
|
2023
|
2022
|
||||||
|
Financial
assets |
|||||||
Non-marketable
shares measured at fair value through profit or loss |
USD
thousands |
|||||||
Balance
as of January 1 |
|
|
||||||
Investment
|
|
|
||||||
Revaluation (*)
|
|
|
||||||
Translation differences
|
|
(
|
)
| |||||
Balance
as of December 31 |
|
|
|
2023
|
2022
|
||||||
|
Financial
liabilities |
|||||||
Performance-based
(“earn out”) contingent consideration |
USD
thousands |
|||||||
Balance
as of January 1 |
(
|
)
|
(
|
)
| ||||
Revaluation
|
|
|
)
| |||||
Repayment
|
|
|
||||||
Balance
as of December 31 |
(
|
)
|
(
|
)
|
(*) |
Under financing income and expenses.
|
F - 78
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
C. |
Fair value (Cont.)
|
(2) |
Fair value of items which
are not measured at fair value in the statement of financial position: |
|
Carrying
value |
Fair
value |
||||||||||||||||||
|
As
of December 31 |
As
of December 31 |
||||||||||||||||||
|
Fair
value level |
2023
|
2022
|
2023
|
2022
|
|||||||||||||||
|
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||
Debentures
|
Level 1
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Loans from banks and
other financial institutions (1) |
Level 3
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Liability in respect
of deferred consideration arrangement (1) |
Level 3
|
|
|
|
|
(1) |
Fair value is determined according to the present
value of future cash flows, discounted by an interest rate which reflects, according to the assessment of management, the change in the
credit margin and risk level which occurred during the period. | |
F - 79
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
D. |
Other financial assets,
Other financial liabilities, Financial assets at fair value through profit or loss and Financial liabilities through profit or loss
|
|
December 31 |
|
December 31 | |||||
|
2023
|
2022
|
||||||
|
USD
in
thousands
|
USD
in
thousands
|
||||||
Current
assets |
||||||||
Other
financial assets |
||||||||
Contracts
in respect of forward transactions |
|
|
||||||
Interest
rate swaps |
|
|||||||
Non-current assets
|
||||||||
Other
financial assets |
||||||||
Loans
to non-controlling interests |
|
|
||||||
Transactions
to peg electricity prices swap (CFD differences contract) |
|
|
||||||
Interest
rate swaps |
|
|
||||||
|
||||||||
|
|
|
||||||
Current
liabilities |
||||||||
Other
financial liabilities |
||||||||
Transactions
to peg electricity prices swap (CFD differences contract) |
|
(
|
)
| |||||
Interest
rate swaps |
(
|
)
|
|
|||||
lease
back liability |
(
|
)
|
|
|||||
Financial
liabilities through profit or loss |
||||||||
Performance-based
contingent consideration (“Earn Out”) (1) |
(
|
)
|
(
|
)
| ||||
Liability
in respect of deferred consideration arrangement (2) |
(
|
)
|
(
|
)
| ||||
Non-current liabilities
|
||||||||
Other
financial liabilities |
||||||||
Interest
rate swaps |
(
|
)
|
|
|||||
Deal
contingent hedge |
(
|
)
|
|
|||||
lease
back liability |
(
|
)
|
|
|||||
Financial
liabilities through profit or loss |
||||||||
Liability
in respect of deferred consideration arrangement (2) |
(
|
)
|
(
|
)
| ||||
Performance-based
contingent consideration (“Earn Out”) as well as the founder’s put option (1) |
(
|
)
|
(
|
)
| ||||
|
||||||||
|
(
|
)
|
(
|
)
|
(1) |
For additional details, see Note 7A(1).
|
(2) |
The Company has liabilities in respect of deferred
consideration arrangements for initiation services which were provided by some of the towns in Halutziot project. In exchange for the
initiation services, those towns are entitled to a percentage of the distributable free cash flows, as defined in the agreement. The balance
of the liability in respect of the deferred consideration arrangement including current maturities (see also Note 11), as of December
31, 2023 and 2022, amounted to USD |
F - 80
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
General
|
Israel
segment - |
Produces
its revenue from the sale of the electricity which is produced through solar energy in Israel, from power purchase agreements at fixed
tariffs over extended periods. | |
|
| |
Central-Eastern Europe
segment - |
Produces
its revenue from the sale of the electricity which is produced through wind energy and solar energy in countries of Central-Eastern Europe,
mostly at fixed tariffs over extended periods. | |
|
| |
Western Europe segment
- |
Produces
its revenue from the sale of the electricity which is produced through wind energy in countries of Western Europe, mostly at prices determined
in the free market (willing buyer to willing seller). | |
U.S.A segment -
|
Produces
its revenue from the sale of the electricity which is produced through solar energy in the United States, mostly at fixed tariffs over
extended periods. The segment first operated in 2023. | |
|
| |
Management and construction
segment - |
Produces
its revenue from the provision of management services to projects in stages of development, construction or operation, and from the provision
of construction services for projects which are fully or partially owned by the Company. |
F - 81
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Segmental revenues and
results | |
|
For
the year ended December 31, 2023 |
|||||||||||||||||||||||||||||||
|
Israel
|
Central-Eastern
Europe |
Western
Europe |
USA
|
Management
and construction |
Total
reportable segments |
Adjustments
|
Total
|
||||||||||||||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
External revenues
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Inter-segment revenues
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
Total
revenues |
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Segment
Adjusted EBITDA |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Reconciliations
of unallocated amounts: |
||||||||||||||||||||||||||||||||
Headquarter costs (*)
|
(
|
)
| ||||||||||||||||||||||||||||||
Gains from projects disposals
|
|
|||||||||||||||||||||||||||||||
Intersegment profit
|
|
|||||||||||||||||||||||||||||||
Repayment of contract
asset under concession arrangements |
(
|
)
| ||||||||||||||||||||||||||||||
Depreciation and amortization
and share based compensation |
(
|
)
| ||||||||||||||||||||||||||||||
Other incomes not attributed
to segments |
|
|||||||||||||||||||||||||||||||
Operating
profit |
|
|||||||||||||||||||||||||||||||
Finance income
|
|
|||||||||||||||||||||||||||||||
Finance expenses
|
(
|
)
| ||||||||||||||||||||||||||||||
Share in the losses of
equity accounted investees |
(
|
)
| ||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Profit
before income taxes |
|
(*) |
Including general and administrative, project
promotion and development expenses (excluding depreciation and amortization and share based compensation). |
F - 82
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Segmental revenues and
results (Cont.) | |
|
For
the year ended December 31, 2022 |
|||||||||||||||||||||||||||
|
Israel
|
Central-Eastern
Europe |
Western
Europe |
Management
and construction |
Total
reportable segments |
Adjustments
|
Total
|
|||||||||||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
External revenues
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Inter-segment revenues
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
Total
revenues |
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||
Segment
Adjusted EBITDA |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Reconciliations
of unallocated amounts: |
||||||||||||||||||||||||||||
Headquarter costs (*)
|
(
|
)
| ||||||||||||||||||||||||||
Intersegment loss
|
|
|||||||||||||||||||||||||||
Repayment of contract
asset under concession arrangements |
(
|
)
| ||||||||||||||||||||||||||
Depreciation and amortization
and share based compensation |
(
|
)
| ||||||||||||||||||||||||||
Other incomes not attributed
to segments |
|
|||||||||||||||||||||||||||
Operating
profit |
|
|||||||||||||||||||||||||||
Finance income
|
|
|||||||||||||||||||||||||||
Finance expenses
|
(
|
)
| ||||||||||||||||||||||||||
Share in the losses of
equity accounted investees |
(
|
)
| ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Profit
before income taxes |
|
(*) |
Including general and administrative, project
promotion and development expenses (excluding depreciation and amortization and share based compensation). |
F - 83
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Segmental revenues and
results (Cont.) | |
|
For
the year ended December 31, 2021 |
|||||||||||||||||||||||||||
|
Israel
|
Central-Eastern
Europe |
Western
Europe |
Management
and construction |
Total
reportable segments |
Adjustments
|
Total
|
|||||||||||||||||||||
|
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
USD
in thousands |
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
External revenues
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Inter-segment revenues
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
Total
revenues |
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
||||||||||||||||||||||||||||
Segment
Adjusted EBITDA |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Reconciliations
of unallocated amounts: |
||||||||||||||||||||||||||||
Headquarter costs (*)
|
(
|
)
| ||||||||||||||||||||||||||
Intersegment profit
|
(
|
)
| ||||||||||||||||||||||||||
Repayment of contract
asset under concession arrangements |
(
|
)
| ||||||||||||||||||||||||||
Depreciation and amortization
and share based compensation |
(
|
)
| ||||||||||||||||||||||||||
U.S. acquisition expense
|
(
|
)
| ||||||||||||||||||||||||||
Operating
profit |
|
|||||||||||||||||||||||||||
Finance income
|
|
|||||||||||||||||||||||||||
Finance expenses
|
(
|
)
| ||||||||||||||||||||||||||
Share in the losses of
equity accounted investees |
(
|
)
| ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Profit
before income taxes |
|
(*) |
Including general and administrative, project
promotion and development expenses (excluding depreciation and amortization and share based compensation). |
F - 84
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Compensation,
benefits and transactions with related parties: |
|
For
the year ended
December
31 |
|||||||
|
2023
|
2022
|
||||||
|
USD
in thousands |
USD
in thousands |
||||||
Compensation
and benefits which were given to related parties: |
||||||||
|
||||||||
Payroll and related expenses
to interested parties employed in the Company |
|
|
||||||
|
||||||||
Granting of options to
interested parties employed in the Company |
|
|
||||||
|
||||||||
Number of people to whom
the benefit applies |
|
|
||||||
|
||||||||
Compensation for directors
who are not employed in the Company |
|
|
||||||
|
||||||||
Number of people to whom
the benefit applies |
|
|
||||||
|
||||||||
Granting of options to
directors who are not employed in the Company |
|
|
||||||
|
||||||||
Number of people to whom
the benefit applies |
|
|
F - 85
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Engagements with interested
parties and Related parties |
(1) |
Gilad
Yavetz (“Gilad”): |
Relevant
year |
Updated
base salary (NIS) |
Number
of annual bonus salaries subject to the fulfillment of targets which will be determined according to the Company’s compensation
policy* |
2021
(effective beginning from the date of the meeting’s approval) |
(approximately USD |
|
2021
- Additional special compensation in respect of the closing of the Clēnera transaction - USA |
(approximately USD |
Non-recurring
|
2022
|
(approximately USD |
|
2023
|
(approximately USD |
|
F - 86
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Engagements with interested
parties and Related parties (Cont.) |
(2) |
In the 2021 meeting, the employment terms of Yair
were re-approved and updated such that Yair’s annual compensation will amount to a total of NIS |
F - 87
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Engagements with interested
parties and Related parties (Cont.) |
A. |
Engagements
|
(1) |
Nasdaq IPO
|
(2) |
Emek HaBacha wind energy
project in Israel - full commercial operation |
(3) |
Ruach
Beresheet wind energy project in Israel – commercial operation
|
F - 88
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(4) |
Selac wind energy project
in Kosovo - full commercial operation and completion the purchasing of the project company |
(5) |
Gecama wind energy project
in Spain – full commercial operation and transactions of hedging the electricity price |
The Company hedges the electricity
prices in a CFD (Contract for Difference) format. For 2023 the Company hedged approximately
For 2024 the Company hedge approximately
F - 89
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(6) |
Picasso wind energy project
in Sweden - full commercial operation |
On September 19, 2021, the project company completed the signing of a transaction to hedge the electricity prices in the project vis-à-vis a leading European energy infrastructure company. The hedge transaction is implemented in a contract for difference (CFD) format, in respect of the quantity of electricity which, according to estimates, will constitute another approximately
(7) |
Bjornberget wind energy
project in Sweden – update of the PPA agreement and commercial operation |
1. |
The price of the electricity which will be sold
under the agreement was increased by |
2. |
The amount of electricity sold under the PPA during
|
3. |
During |
F - 90
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(8) |
Pupin
wind project in Serbia – Acquiring the full rights of the project and CFD agreement |
(9) |
Raaba
ACDC PV project in Hungary - Commercial operation |
F - 91
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(10) |
Purchase of solar and
wind portfolio in Croatia |
(11) |
Series of PV projects
integrated with storage in Israel – commercial operation and financial closing |
F - 92
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(12) |
A. Decision of the Electricity
Authority in Israel regarding the regulation of the market model for production and storage facilities connected to the distribution grid
|
B. Enlight to supply
renewable energy to Amdocs and Applied materials Israel |
(15) |
Joint Venture with Electra
Power for supplying clean energy directly to residential customers in Israel |
F - 93
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(16) |
Apex PV project in the
USA – financial closing and full commercial operation |
F - 94
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(17) |
Atrisco PV project in
the United States – financial closing and power purchase agreements |
(18) |
Co Bar Solar PV project
in the United States - Power purchase agreements |
F - 95
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(19) |
Coggon Solar PV project
in the United States - Obtaining all of the approvals for the construction |
(20) |
Purchase of an additional
solar and energy storage portfolio in the United States |
(21) |
Country
Acers PV project in the United States - power purchase agreements |
F - 96
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
A. |
Engagements (Cont.)
|
(22) |
Selling of projects
|
B. |
Bank guarantees which
were issued by the Company: |
(1) |
For the United States projects, as of December
31, 2023, the Company provided performance guarantees in the total amount of USD |
(2) |
During the first quarter of 2024, two guarantees
were provided for the Roadrunner Project in USA in the total amount of USD |
(3) |
As part of the lease agreements in respect of
the projects Halutziot, Kramim-Enlight, and Kidmat Zvi, bank guarantees were provided in the amount of approximately NIS |
(4) |
In 2020, the company won the tender for electricity
production with a total power of |
(5) |
In 2020, the Company won the second tender for
electricity production with a total power of 82MW. As part of the tender, the Company provided a performance guarantee in the amount of
NIS |
(6) |
During 2021, and in accordance with covenant 220D,
which was determined by the Electricity Authority, and further to the Company’s winning of a competitive process for dual-use facilities,
the Company provided a guarantee in the amount of NIS |
(7) |
As part of the electricity sector reform in Israel,
the provision segment was opened to competition - and the Authority published regulations allowing electricity producers to buy and sell
electricity directly to consumers. In order to engage with electricity consumers, the Company is required to receive a provider license
from the Electricity Authority. In order to fulfill the license conditions, the Company provided a guarantee in the amount of NIS |
(8) |
For Pupin project in Serbia, the company provided
in 2023, a performance bank guarantee in the amount of EUR
|
F - 97
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
B. |
Bank guarantees which
were issued by the Company: (Cont.) |
(9) |
During the second quarter of 2022, for the grid
connection of the project Haro Solar 3 S.L., the Company provided guarantees in the total amount of EUR |
(10) |
For the grid connection of the project Gecama-Hybrid,
during 2022 the Company provided guarantees in the total amount of EUR |
(11) |
The company provided in 2020, a bank guarantee
in the amount of approximately SEK |
(12) |
As part of a government decree for grid connection
in the Raaba Flow project, the company provided performance guarantee in the amount of HUF |
C. |
Bank guarantees which
were issued by consolidated entities: |
(1) |
As part of the receipt of a conditional license
for Emek HaBacha project, in 2018, the Company provided a guarantee in the amount of approximately NIS
|
(2) |
Within the framework of the lease agreements for
Emek HaBacha project, beginning in 2017 and as of the end of 2023, the project provided bank guarantees for leases from the townships
in the total amount of approximately NIS |
(3) |
As part of receiving a permanent license for Ruach
Beresheet wind project, in 2023, the project provided a guarantee in the amount of approximately NIS |
(4) |
In connection with the lease agreements for the
projects Mivtachim and Talmei Bilu, guarantees were provided in the total amount of approximately NIS |
(5) |
For
the Haluziot project, in 2021, for the receipt of a permanent license, a guarantee was provided to the Electricity Authority in the amount
of approximately NIS
|
F - 98
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
D. |
Parent company guarantees:
|
A. |
As
part of acquiring the renewable energy company Clēnera in the United States, guarantees were given to secure the Company’s
undertakings towards the entrepreneurs. |
B. |
Guarantee
in connection with the purchase of an additional solar and energy storage portfolio in the United States on December 30, 2022 (“the
Tranche III Projects”) in favor of Parasol Renewable Energy Holdings LLC (“PREH”) up to a total of USD |
C. |
Parent
guarantee in connection with Tax Equity for Apex in favor of CLI-HBAN Solar Trust (Huntington Bank). This guaranty would become effective
only if (1) the Apex project company failed to perform its obligations and (2) Clenera Holdings failed to pay the obligations under its
guarantee. This guarantee covers (a) failures of Clenera under its Sponsor Guaranty Agreement, (b) Clenera tax indemnity obligations and
(c) Clenera obligations under the Participation Agreement. |
D. |
The
following parental guarantees were issued with respect to Atrisco project: |
a. |
The
following parental guarantees are related to tax equity and construction financing of the project: |
i) |
Guarantee
in connection with Tax Equity for Atrisco in favor of Bank of America dated November 17, 2023 (Atrisco PV). The indemnity was given to
secure the obligations of the Class B Member, In accordance with Section 6.02 of the ECCA (breach of representation or warranty, among
other things) and Section 9.01 of the LLCA (breach of representation or warranty, fraud, failure to maintain Reactive Power Capability,
among other things) and all obligations of Class B Member under Section 12.03(b) of the LLCA (Class B deficit balance contribution obligation
on liquidation). | |
ii) |
Guarantee
in favor of HSBC dated December 13, 2023 in connection with debt for Atrisco PV. this guarantee applies if there is a customs (import)
delay with regard to modules was given to secure the Atrisco Project Company's obligations under the Financing Agreement with respect
to (1) Merchant Tail prepayment; (2) Module Testing prepayment; (3) Reactive Power indemnity; and (4) Reactive Power prepayment.
|
iii) |
Cash
Diversion Guaranty delivered by Clenera Holdings in favor of HSBC, dated December 13, 2023 (Atrisco PV - debt). This guaranty applies
if on each Scheduled Debt Service Payment Date on or after the Term Conversion Date, the lesser of (a) any Debt Service Payment Shortfall
on such date and (b) the sum of (i) the amount of cash diverted to Class A Members sa a result of an indemnity claim under the TE Holdco
LLC Agreement and (ii) the amount of cash diverted to the funding of Member Loans by the Back-Leverage Borrower under the TE Holdco LLC
Agreement. |
F - 99
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
D. |
Parent
company guarantees: (Cont.) |
b. |
Two Equity Commitment
Letters dated December 28, 2023 (SPA) given in favor of Tesla, Inc., (SPA & SPA 2) to secure payment obligations of Atrisco Energy
Storage LLC under Sale and Purchase Agreement for purchase of batteries for the Atrisco ESS project in an aggregated amount of approximately
|
c. |
General Agreement of
Indemnity (Demand LC) made by Enlight Renewable Energy LLC and Clenera Holdings, LLC in connection with Surety Bond issued by Euler Hermes
in favor of Public Service Company of New Mexico, dated May 24, 2023. This Financial security provides Indemnifies Surety from and against
losses pursuant to Bond issued by Surety. |
E. |
A Letter of Indemnity
dated April 24, 2023, was given by the Company in favor of Israel Discount Bank Ltd., in connection with the Counter Standby L/C issued
in f/o Salt River Project Agricultural Improvement and Power District. The purpose of this Letter of Indemnity is to provide financial
security to backstop withdrawals under the standby LC (as related to PPA between Co Bar Solar D LLC and Salt River Project Agricultural
Improvement and Power District (April 21, 2023)) up to 20 million USD. | |
F. |
The Company issued several
guarantees in the amount of approximately EUR | |
G. |
As part of the signing
of the financing agreement with Bank Hapoalim, for financing 11 PV & storage projects in Israel, the Company has provided on November
29, 2023 the following guarantees: | |
a. |
Guarantee in connection with all obligations and
liabilities of Enlight – Finance, Limited Partnership (the Borrower) under the SFA. |
b. |
Guarantee in connection with all obligations and
liabilities of the Company's Private Supplier (Enlight – Iris, Limited Partnership) towards each of the Project Entities under each
Private Supplier Agreement. |
H. |
As part of its activity
as a power supplier in the Israeli market, the Company provides from time to time guarantees to secure the Company's Private Power Supplier
(Enlight - Iris, Limited Partnership) obligations towards commercial customers and project entities (power producers).
| |
I. |
Guarantee of up to USD
|
A.
|
Acquisition
of Aria Energy Ltd.
In
February 2024, the Company has completed the acquisition of |
B.
|
Financial
closing for two PV projects in Hungary
In
March 2024, the Company has entered into a facility agreement with Raiffeisen Bank ZRT and Raiffeisen Bank International AG for financing
two PV projects in Hungary. The total amount of the loan facility for the two projects is EUR |
F - 100
Enlight Renewable Energy Ltd.
Notes to the Financial Statements as of December 31, 2023
Note 30 - Events After the End of the Reporting Period (Cont.)
C.
|
First
investments through energy transition technology fund |
•
|
amendments to our articles of association;
|
•
|
appointment or termination of service of our external auditors;
|
•
|
appointment of directors, including external directors (if applicable);
|
•
|
approval of certain related party transactions;
|
•
|
increases or reductions of our registered share capital;
|
•
|
a merger; and
|
• |
the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is
required for our proper management.
|
I. |
Introduction:
|
1. |
On August 8, 2023 the Company’s Board of Directors resolved to amend the Company’s option plan and to authorize the Company’s management to allocate restricted share units
(RSU) pursuant to the Plan (hereinafter the “Units”). The Units shall enable the grant of Company shares on the dates and under the terms as
defined below.
|
2. |
Unless explicitly stated otherwise, the definitions of the terms set forth in this amendment shall have the meaning ascribed to them under the Plan.
|
II. |
Allocation of the Units
|
1. |
The Company shall be permitted to allocate Units to employees of the Company and/or subsidiaries and affiliates of the Company, including advisors, directors or service
providers, and the Company’s Board of Directors at its discretion shall be permitted to set:
|
1.1 |
The vesting date of the Units and the timeframe for their exercise.
|
1.2 |
The terms for exercising the Units (for no consideration and/or without meeting the criteria and/or targets/timeframe and/or in exchange for the exercise price).
|
1.3 |
The provisions of section 102 of the Ordinance and the rules thereunder shall apply with respect to Israeli offerees, however they are not to apply in respect of allocations
to overseas offerees.
|
1.4 |
The Board of Directors is permitted to condition the allocation based on performance, operational and financial targets, etc.
|
1.5 |
All other terms set forth in the Plan shall also apply, mutatis mutandis, to a grant of Units.
|
III. |
Subject to the provisions of foreign law
|
1. |
The laws of the State of Israel shall apply in all aspects relating to the significance, validity and interpretation of the Plan, including any overseas offerees.
|
2. |
The relevant laws in their places of residence are also to apply to the offerees, including the tax laws of the offerees’ country of residence (hereinafter the “Target Country”).
|
3. |
The Units are not to be listed on the Tel Aviv Stock Exchange or Nasdaq.
|
NAME
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
ELEMENTS L.P.
|
CAYMAN
|
ELEMETNS GENERAL PARTNER LIMITED PARTNERSHIP
|
CAYMAN
|
AUREUS SOLIS D.O.O.
|
CROATIA
|
MO-BO ENERGIJA D.O.O.
|
CROATIA
|
SE BENKOVAC D.O.O.
|
CROATIA
|
SE KOLARINA D.O.O.
|
CROATIA
|
SE RAŠTEVIĆ D.O.O.
|
CROATIA
|
VJETROELEKTRANA LUKOVAC D.O.O. ZA PROIZVODNJU ELEKTRIČNE ENERGIJE (CROATIA)
|
CROATIA
|
ENLIGHT ESHKOL VERED CYPRUS LIMITED
|
CYPRUS
|
NEG NORDIC ENERGIES - GERMANY GMBH & CO. KG (GERMAN LIMITED PARTNERSHIP)
|
GERMANY
|
NEG NORDIC ENERGIES - GERMANYVERWALTUNGSGESELLSCHAFT GMBH (GERMAN GP)
|
GERMANY
|
DANUBA ENERGIES KFT.
|
HUNGARY
|
ENLIGHT CREPAJA KFT
|
HUNGARY
|
ENLIGHT EU ENERGIES KFT.
|
HUNGARY
|
IBERIAN ENERGIES KFT.
|
HUNGARY
|
MEGUJULOHAZ KFT.
|
HUNGARY
|
MOVILIM RENEWABLE ENERGIES EU KFT.
|
HUNGARY
|
NORDIC ENERGIES KFT.
|
HUNGARY
|
RAABA ACDC KFT.
|
HUNGARY
|
RAABA FLOW KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG
|
HUNGARY
|
RAABA GREEN KFT.
|
HUNGARY
|
ENLIGHT ENERGY IRELAND LIMITED
|
IRELAND
|
TULLYNAMOYLE WIND FARM 3 LIMITED
|
IRELAND
|
A.E. SHIKMA WIND ENERGY LTD
|
ISRAEL
|
A.N. FARAN SOLAR LIMITED PATRNERSHIP
|
ISRAEL
|
BANANOT HAHOF ENLIGHT LIMITED PARTNERSHIP
|
ISRAEL
|
BANANOT HAHOF ENLIGHT MANAGEMENT LTD
|
ISRAEL
|
CORE CAPITAL MANAGEMENT LTD
|
ISRAEL
|
DANUBA POWER, LIMITED PARTNERSHIP
|
ISRAEL
|
E.A AVITAL WIND ENERGY LTD
|
ISRAEL
|
E.A. ALON WIND ENERGY LTD
|
ISRAEL
|
E.A. LAVI WIND, LIMITED PARTNERSHIP
|
ISRAEL
|
E.A. SAPIR WIND ENERGY LTD
|
ISRAEL
|
E.N. MAHANAYIM LIMITED PARTNERSHIP
|
ISRAEL
|
E.N. MAHANAYIM MANAGEMENT LTD
|
ISRAEL
|
E.N. NIR AKIVA MANAGEMENT LTD
|
ISRAEL
|
ELEMENTS GENERAL PARTNER LIMITED PARTNERSHIP
|
ISRAEL
|
ELEMENTS GPGP LTD
|
ISRAEL
|
ELEMENTS MC LTD
|
ISRAEL
|
EMEK HABACHA. WIND ENERGY LTD.
|
ISRAEL
|
ENILGHT ASSETS LTD
|
ISRAEL
|
ENLIGHT - AVEERAM ENTERPRISE, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT - BEIT RIMON MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT ENERGY (M.F.N) LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT - ESHKOL MIMUN, L.P
|
ISRAEL
|
ENLIGHT - MANAGEMENT KOSOVO LTD
|
ISRAEL
|
ENLIGHT - MANAGEMENT SPAIN LTD
|
ISRAEL
|
ENLIGHT - MANAGEMENT SWEDEN LTD
|
ISRAEL
|
ENLIGHT - NEWMED DEVELOPMENT, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT - SHAKED MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT - SHIRA HOLDINGS LTD
|
ISRAEL
|
ENLIGHT - SHOMRIA MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT - SHOMRIA SOLAR, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT BEIT HA-SHITA MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT BEIT HA-SHITA SOLAR ENERGY, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT BEIT SHIKMA LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ECO 1, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ECO 2, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ECO 3, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ECO 4, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT EIN HABESOR LP
|
ISRAEL
|
ENLIGHT EIN HABESOR MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT ESHKOL DEKEL LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ESHKOL GEFFEN LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ESHKOL HADAS LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ESHKOL HAVAZELET L.P
|
ISRAEL
|
ENLIGHT -ESHKOL MIMUN BLUE LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT- ESHKOL MIMUN GREEN,LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT ESHKOL VERED LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT -ESHKOL ZAIT,LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT FARAN MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT FRUITS OF THE SUN LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT IRIS - LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT KIDMAT TZVI MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT KIDMAT TZVI, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT KISRA WIND ENERGY LP
|
ISRAEL
|
ENLIGHT KRAMIM LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT KRAMIM MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT LAVI LP
|
ISRAEL
|
ENLIGHT LAVI MANAGEMENT LTD.
|
ISRAEL
|
ENLIGHT LILACH, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT MACCABI 2 LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT MACCABI LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT MACCABI MANAGEMENT
|
ISRAEL
|
ENLIGHT MOVILIM, LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT RAVIVIM LTD
|
ISRAEL
|
ENLIGHT REIM MANAGEMENT LTD.
|
ISRAEL
|
ENLIGHT REIM RENEWABLE ENERGY LP
|
ISRAEL
|
ENLIGHT RENEWABLE ENERGY LTD.
|
ISRAEL
|
ENLIGHT REVIVIM EIN GEDI LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT REVIVIM EIN GEDI MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT REVIVIM MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT REVIVIM RENEWABLE ENERGY LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT SDE NITZAN LP
|
ISRAEL
|
ENLIGHT SDE NITZAN MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT SHDEMA LTD
|
ISRAEL
|
ENLIGHT TAMAR LTD
|
ISRAEL
|
ENLIGHT TKUMA MANAGEMENT LTD
|
ISRAEL
|
ENLIGHT TKUMA RENEWABLE ENERGY LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT YANUACH WIND ENERGY 1 LP
|
ISRAEL
|
ENLIGHT YANUACH WIND ENERGY 2 LP
|
ISRAEL
|
ENLIGHT- YATIR WIND'S INITIATIVES LTD
|
ISRAEL
|
ENLIGHT-AVIRAM WIND'S INITIATIVES LT
|
ISRAEL
|
ENLIGHT-ESHKOL BROSH,LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT-ESHKOL ELLA LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT-FINANCE LIMITED PARTNERSHIP
|
ISRAEL
|
ENLIGHT-NEWMED CENTRAL CORPORATION, LIMITED PARTNERSHIP
|
ISRAEL
|
ESHKOL BROSH -IDAN-ENLIGHT,LIMITED PARTNERSHIP
|
ISRAEL
|
ESHKOL ELLA-,KRAMIM-ENLIGHT,LIMITED PARTNERSHIP
|
ISRAEL
|
ESHKOL GEFEN-BARBUR-ENLIGHT,LIMITED PARTNERSHIP
|
ISRAEL
|
ESHKOL HAVAZELET - HALUTZYUT ENLIGHT L.P
|
ISRAEL
|
ESHKOL ZAIT - ZAIT YAROK - ENLIGHT , L.P
|
ISRAEL
|
GILBOA 1 ENLIGHT-AVEERAM, LIMITED PARTNERSHIP
|
ISRAEL
|
GREENLIGHT WIND, LIMITED PARTNERSHIP
|
ISRAEL
|
HADAR- ENLIGHT, LIMITED PARTNERSHIP
|
ISRAEL
|
HILA-ENLIGHT, LIMITED PARTNERSHIP
|
ISRAEL
|
ISRAELI WIND ENERGY A.R. LTD
|
ISRAEL
|
KADARIM ENLIGHT MANAGEMENT LTD
|
ISRAEL
|
KADARIM ENLIGHT SOLAR, LIMITED PARTNERSHIP
|
ISRAEL
|
KARMEY HARUAH, LIMITED PARTNERSHIP
|
ISRAEL
|
M.A MOVILIM RENEWABLE ENERGIES, LIMITED PARNERSHIP
|
ISRAEL
|
MAALE GILBOA- ENLIGHT HOLDINGS LTD
|
ISRAEL
|
MED-ENLIGHT GENERAL PARTNER 2023 LTD
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 2 LIMITED PARTNERSHIP
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 2 MANAGEMENT LTD.
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 3 (DVASH) LIMITED PARTNERSHIP
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 4 (SHAABANIYA) LIMITED PARTNERSHIP
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 4 MANAGEMENT LTD
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 5 (QUNAITRA) LIMITED PARTNERSHIP
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY 5 MANAGEMENT LTD
|
ISRAEL
|
MEY GOLAN - ENLIGHT FLOATING ENERGY, LIMITED PARTNERSHIP
|
ISRAEL
|
MEY GOLAN - ENLIGHT INITIATION, LIMITED PARTNERSHIP
|
ISRAEL
|
MEY GOLAN - ENLIGHT MANAGEMENT LTD
|
ISRAEL
|
MEY GOLAN ENLIGHT FLOATING ENERGY 3 MANAGEMENT LTD
|
ISRAEL
|
MIDENLIGHT TENDERS LIMITED PARTNERSHIP
|
ISRAEL
|
MIDENLIGHT TENDERS MANAGEMENT LTD
|
ISRAEL
|
MIVTAHIM GREEN ENERGIES LTD
|
ISRAEL
|
MOVILIM MANAGEMENT ENLIGHT M.A. LTD.
|
ISRAEL
|
NETIC ENERGIES - ALTERNATIVE ELECTRICAL ENERGIES LTD
|
ISRAEL
|
NORDIC WIND, LIMITED PARTNERSHIP
|
ISRAEL
|
NURIT- ENLIGTH LIMITED PARTNERSHIP
|
ISRAEL
|
ORSOL ENERGY 3 (A.A) LP
|
ISRAEL
|
ORSUN 3 LTD
|
ISRAEL
|
ORSUN ENERGY 3, LP
|
ISRAEL
|
PEROT HAGOLAN – ENLIGHT LP
|
ISRAEL
|
RUACH BERESHEET LIMITED PARTNERSHIP
|
ISRAEL
|
RUAH AVIGAIL-ENLIGHT, LIMITED PARTNERSHIP
|
ISRAEL
|
RUAH HANAN-ENLIGHT, LIMITED PARTNERSHIP
|
ISRAEL
|
RUAH HARDUF- ENLIGHT LIMITED PARNERSHIP
|
ISRAEL
|
RUAH SHIKMA - ENLIGHT LIMITED PARTNERSHIP
|
ISRAEL
|
SDE NEHEMIA-ENLIGHT,LIMITED PARTNERSHIP
|
ISRAEL
|
SUMMER FLOW, LP
|
ISRAEL
|
TALMEY BILU GREEN ENERGIES LTD
|
ISRAEL
|
THE IBERIAN WIND, LIMITED PARTNERSHIP
|
ISRAEL
|
TLAMIM ENLIGHT LTD
|
ISRAEL
|
TLAMIM- ENLIGHT RENEWABLE ENERGY LIMITED PARTNERSHIP
|
ISRAEL
|
WINDS VALLEY, LIMITED PARTNERSHIP
|
ISRAEL
|
YES-ENLIGHT GENERAL PARTNER LTD
|
ISRAEL
|
YES-ENLIGHT HOLDINGS, LIMITED PARTNERSHIP
|
ISRAEL
|
WIND FARM RAMA MAGSHIMIM - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM NATUR - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM MAALE GAMLA - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM MEVO HAMA - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM KANAF - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM YONATAN - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM ALONEI HABASHAN SOUTH - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM AVNEI EITAN - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM ODEM - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM ORTAL - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM ALONEI HABASHAN - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM NEVE ATIV - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
WIND FARM KIDMAT TSVI - COOPERATIVE AGRICULTURAL ASSOCIATION LTD.*
|
ISRAEL
|
ANT S.R.L
|
ITALY
|
BST S.R.L
|
ITALY
|
EVO S.R.L
|
ITALY
|
GENZANO SOLAR ENERGY S.R.L.
|
ITALY
|
GIRAFFE CE 15 S.R.L
|
ITALY
|
GIRAFFE CE 18 S.R.L
|
ITALY
|
GRAVINA 2 SAN FELICE SOLAR ENERGY S.R.L.
|
ITALY
|
GSA GREEN S.R.L
|
ITALY
|
MONTEMILONE SOLAR ENERGY S.R.L.
|
ITALY
|
NARDÒ SOLAR ENERGY S.R.L.
|
ITALY
|
RDP S.R.L
|
ITALY
|
STEL RENEWABLE ENERGIES S.R.L
|
ITALY
|
SOWI KOSOVO L.L.C
|
KOSOVO
|
BALKAN ENERGIES CO-OPERATION U.A
|
NETHERLANDS
|
BALKAN ENERGIES CROATIA 1 B.V. (NETHERLANDS)
|
NETHERLANDS
|
BALKAN ENERGIES SERBIA 1 B.V.
|
NETHERLANDS
|
BALKAN ENERGIES SERBIA 2 B.V. (NETHERLANDS)
|
NETHERLANDS
|
ENLIGHT K2-WIND D.O.O. BEOGRAD-NOVI BEOGRAD
|
SERBIA
|
EW-K-WIND D.O.O BELGRADE
|
SERBIA
|
WIND PARK CREPAJA D.O.O. BEOGARD
|
SERBIA
|
ENLIGHT ENERGIA RENOVABLE ESPANA S.L.
|
SPAIN
|
GENERACION EÓLICA CASTILLA LA MANCHA – IBERIAN ENERGY SPAIN, S.L.
|
SPAIN
|
GENERACION EOLICA CASTILLA LA MANCHA S.L.
|
SPAIN
|
HARO SOLAR 1, S.L.
|
SPAIN
|
HARO SOLAR 3, S.L.
|
SPAIN
|
MINGLANILLA RENOVABLES 400 KV, A.I.E
|
SPAIN
|
MW EOLICO, S.L.
|
SPAIN
|
PERAL SOLAR 1, S.L.
|
SPAIN
|
BJÖRNBERGET VINDKRAFT AB
|
SWEDEN
|
PRIME GREEN ENERGY INFRASTRUCTURE FUND S.A., SICAV-RAIF
|
SWEDEN
|
VINDPARK MALARBERGET I NORBERG AB (PICASSO)
|
SWEDEN
|
CLENERA HOLDINGS LLC
|
DELAWARE
|
ENLIGHT RENEWABLE ENERGY LLC
|
DELAWARE
|
Date: March 28, 2024
|
By: /s/ Gilad Yavetz
Gilad Yavetz Chief Executive Officer (Principal Executive Officer) |
Date: March 28, 2024
|
By: /s/ Nir Yehuda
Nir Yehuda Chief Financial Officer (Principal Financial Officer) |
Date: March 28, 2024
|
By: /s/ Gilad Yavetz
Gilad Yavetz Chief Executive Officer (Principal Executive Officer) |
Date: March 28, 2024
|
By: /s/ Nir Yehuda
Nir Yehuda Chief Financial Officer (Principal Financial Officer) |
1. |
Persons Subject to Policy
|
2. |
Compensation Subject to Policy
|
3. |
Recovery of Compensation
|
4. |
Manner of Recovery; Limitation on Duplicative Recovery
|
5. |
Administration
|
6. |
Interpretation
|
7. |
No Indemnification; No Liability
|
8. |
Application; Enforceability
|
9. |
Severability
|
10. |
Amendment and Termination
|
11. |
Definitions
|
___________________
Date
|
________________________________________
Signature
|
________________________________________
Name
|
|
________________________________________
Title
|