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Enlight Renewable Energy .(ENLT) - 2022 Q4 - Annual Report
2023-03-29 16:00
Part I [Item 3. Key Information](index=9&type=section&id=Item%203.%20Key%20Information) The company's business is affected by principal risks including project development, offtake agreements, operations, financing, and regulatory changes [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) The company faces numerous operational risks, including project development, supply chain disruptions, competition, regulatory changes, and geopolitical instability - Key business risks include the ability to successfully develop and convert renewable energy projects, dependency on obtaining governmental permits, and managing construction delays and supply chain disruptions[28](index=28&type=chunk) - The company faces competition from both traditional and renewable energy companies, potential for reduced demand, and the risk of offtakers terminating contracts if performance benchmarks are not met[28](index=28&type=chunk)[29](index=29&type=chunk) - Operational challenges include technical issues leading to outages, dependence on weather conditions, electricity price volatility, and reliance on a few key projects for a substantial portion of cash flows[29](index=29&type=chunk) - Financial and regulatory risks include managing cost inflation and interest rate fluctuations, changes to renewable energy policies, and complying with international trade and anti-corruption laws[29](index=29&type=chunk)[30](index=30&type=chunk) - The company is exposed to geopolitical risks from its incorporation and location in Israel, including political and military instability, which could adversely affect operations[30](index=30&type=chunk)[247](index=247&type=chunk) [Item 4. Information on the Company](index=51&type=section&id=Item%204.%20Information%20on%20the%20Company) The company operates a global renewable energy platform with a diverse project portfolio, controlling the entire project lifecycle across multiple technologies [History and Development of the Company](index=51&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Founded in 2008 in Israel, the company's shares are dual-listed on the Tel Aviv Stock Exchange and the Nasdaq Global Select Market - The company was founded on August 6, 2008, and its shares are dual-listed on the **Nasdaq Global Select Market** (since February 2023) and the **Tel Aviv Stock Exchange** (since February 2010)[260](index=260&type=chunk) [Business Overview](index=52&type=section&id=B.%20Business%20Overview) The company develops, finances, constructs, and operates utility-scale renewable energy projects globally, with a significant presence in the U.S Consolidated Project Portfolio Overview (as of March 15, 2023) | | Mature Projects | Advanced Development Projects | Development Projects | Total Portfolio | | :--- | :--- | :--- | :--- | :--- | | **Generation capacity (GW)** | 4.5 | 4.2 | 10.3 | 19.0 | | **Storage capacity (GWh)** | 2.7 | 10.0 | 7.9 | 20.6 | - The company operates an integrated business model, controlling the entire project life cycle from development and engineering to procurement, construction, asset management, and finance[272](index=272&type=chunk) - Enlight entered the U.S. market in August 2021 through the acquisition of a **90.1% equity interest in Clēnera**, a developer of utility-scale solar and energy storage projects[266](index=266&type=chunk)[270](index=270&type=chunk) - As of March 15, 2023, approximately **63% of the capacity of Mature Projects was contracted** with an average remaining PPA term of 16 years, while 18% is exposed to Merchant Risk[280](index=280&type=chunk) - The company's growth strategy focuses on converting its development pipeline, expanding organically in existing markets, and growing laterally through energy storage and entry into new geographies[307](index=307&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) [Organizational Structure](index=78&type=section&id=C.%20Organizational%20Structure) The company operates through a complex structure of wholly or partially owned subsidiaries for co-investments and project-specific purposes - The company is organized under the laws of the State of Israel and operates through a network of subsidiaries, including co-invest entities for partnerships and project-specific subsidiaries[416](index=416&type=chunk)[420](index=420&type=chunk) [Property, Plants and Equipment](index=78&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) The company leases all its corporate facilities, with main headquarters in Israel and the U.S., and believes its current facilities are sufficient - The company's corporate headquarters are located in Rosh Ha'ayin, Israel, and its U.S. headquarters are in Boise, Idaho; all corporate facilities are leased[417](index=417&type=chunk) [Operating and Financial Review and Prospects](index=79&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) The company's financial performance shows significant revenue and profit growth in 2022, driven by new projects and managed through a robust capital structure Key Financial Performance (2021 vs. 2022) | Metric | 2022 (in millions) | 2021 (in millions) | Year-over-Year Growth | | :--- | :--- | :--- | :--- | | **Revenue** | $192.2 | $102.5 | 88% | | **Operating Profit** | $90.6 | $34.4 | 163% | | **Net Profit** | $38.1 | $21.7 | 76% | - The company's business model primarily generates revenue from long-term PPAs, which comprised **68% of total revenue in 2022**[425](index=425&type=chunk) - Key factors influencing performance include rising power prices, which have led to favorable PPA amendments, and supply chain disruptions, which are mitigated by a global supplier network[428](index=428&type=chunk)[430](index=430&type=chunk)[434](index=434&type=chunk) [Operating Results](index=86&type=section&id=A.%20Operating%20Results) Revenue and profits surged in 2022, driven by newly operational projects and a gain related to the Clēnera acquisition earn-out liability Revenue Breakdown (2021 vs. 2022) | Revenue Source | 2022 (in thousands) | 2021 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Electricity and operation of facilities | $181,058 | $94,309 | 92% | | Construction and management services | $11,114 | $8,152 | 36% | | **Total revenue** | **$192,172** | **$102,461** | **88%** | - The **92% increase in electricity revenue** was primarily driven by new projects contributing an additional $86 million and the reclassification of the Halutziot project contributing $12 million[468](index=468&type=chunk) - Operating costs increased in line with growth, with cost of sales rising 86% to $40.4 million and G&A expenses increasing 85% to $28.7 million[470](index=470&type=chunk)[475](index=475&type=chunk) - Other income of **$13.8 million** was recognized in 2022, primarily from a reduction in the estimated earn-out liability related to the Clēnera acquisition[479](index=479&type=chunk) Adjusted EBITDA Reconciliation Summary (in thousands) | | For the Year Ended December 31, | | :--- | :--- | :--- | | | **2022** | **2021** | | **Net Income** | **$38,113** | **$21,675** | | Depreciation and amortization | $42,267 | $20,500 | | Share based compensation | $8,673 | $3,980 | | U.S. acquisition expense | $0 | $7,331 | | Other income | ($11,617) | $0 | | Finance expenses, net | $39,250 | $6,842 | | Share of losses of equity accounted investees | $306 | $189 | | Taxes on income | $12,943 | $5,694 | | **Adjusted EBITDA** | **$129,935** | **$66,211** | [Liquidity and Capital Resources](index=92&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company manages capital through project finance, corporate debt, and equity, successfully raising funds from its U.S. IPO in early 2023 - In February 2023, the company completed its U.S. IPO, receiving **net proceeds of approximately $270.7 million**[486](index=486&type=chunk) - As of December 31, 2022, the company had approximately **$1.6 billion of project finance debt** outstanding with a weighted average interest rate of 2.5%, of which 94% is fixed-rate[492](index=492&type=chunk) Holding Company Debentures Overview (as of Dec 31, 2022) | Series | Debt Outstanding (USD millions) | Effective Interest Rate | Duration (Years) | | :--- | :--- | :--- | :--- | | C (Convertible) | $151 | 3.2% | 5.5 | | D | $110 | 3.2% | 5.4 | | E | $28 | 4.4% | 1.9 | | F | $125 | 3.1% | 2.9 | Summary of Cash Flows (in millions) | | Year ended December 31, | | :--- | :--- | :--- | | | **2022** | **2021** | | Net cash provided by operating activities | $90.4 | $52.0 | | Net cash used in investing activities | ($820.0) | ($644.6) | | Net cash from financing activities | $684.7 | $752.3 | [Item 6. Directors, Senior Management and Employees](index=103&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) The company is led by an experienced management team and board, with a compensation structure governed by Israeli law and Nasdaq rules [Directors and Senior Management](index=103&type=section&id=A.%20Directors%20and%20Senior%20Management) The company is led by co-founder Gilad Yavetz as CEO and a board of eight members chaired by Yair Seroussi - The executive team is led by Co-founder and CEO Gilad Yavetz, CFO Nir Yehuda, and Co-founder and SVP Amit Paz[537](index=537&type=chunk)[539](index=539&type=chunk)[540](index=540&type=chunk)[541](index=541&type=chunk) - The Board of Directors is chaired by Yair Seroussi and comprises eight members in total[537](index=537&type=chunk)[544](index=544&type=chunk) [Compensation](index=106&type=section&id=B.%20Compensation) Executive compensation totaled approximately $7.89 million in 2022 and is overseen by the compensation committee and board - The aggregate compensation paid to directors and executive officers for the year ended December 31, 2022, was **approximately $7.89 million**[561](index=561&type=chunk) Compensation for Five Most Highly Compensated Executive Officers (2022) | Executive Officer | Position | Salary Expenses | Social Benefits Costs | Cash Bonus/Commissions | Share-Based Compensation Expense | | :--- | :--- | :--- | :--- | :--- | :--- | | Gilad Yavetz | CEO | $0.39M | $0.05M | $0.22M | $2.10M | | Amit Paz | SVP | $0.25M | $0.05M | $0.08M | $0.93M | | Nir Yehuda | CFO | $0.25M | $0.04M | $0.08M | $0.92M | | Ilan Goren | VP | $0.21M | $0.04M | $0.09M | $1.00M | | Perach Lerner | VP | $0.20M | $0.04M | $0.05M | $0.28M | - The company utilizes a 2010 Share Option Plan, with a maximum of **15,000,000 options** authorized for issuance to employees, officers, and directors[576](index=576&type=chunk)[577](index=577&type=chunk) [Board Practices](index=112&type=section&id=C.%20Board%20Practices) As a foreign private issuer, the company follows Israeli governance practices while adhering to Nasdaq independence rules for its board committees - The company has opted out of Israeli Companies Law requirements for external directors and instead complies with **Nasdaq director independence rules** applicable to U.S. domestic issuers[596](index=596&type=chunk) - The Board of Directors has established four committees: **Audit, Compensation, Nominating, and Environmental, Social and Governance (ESG)**[605](index=605&type=chunk) - The company follows home country (Israeli) practice in lieu of Nasdaq rules for shareholder meeting quorums and certain shareholder voting requirements[783](index=783&type=chunk) [Employees](index=124&type=section&id=D.%20Employees) The company employed 217 full-time, non-unionized employees as of March 2023, split between the U.S. and Israel - The company had **217 full-time employees** as of March 15, 2023, split roughly evenly between the U.S. and Israel[658](index=658&type=chunk) - None of the company's employees are represented by a labor union, and employee relations are considered good[658](index=658&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=125&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) The company's ownership is concentrated among several major institutional shareholders, and it maintains formal policies for related party transactions Principal Shareholders (as of March 15, 2023) | Shareholder | % of Outstanding Ordinary Shares | | :--- | :--- | | Migdal Insurance and Financial Holdings Ltd | 9.64% | | The Phoenix Holdings Ltd. | 7.60% | | Harel Insurance Investments & Financial Services Ltd | 6.85% | | Meitav Dash Investments Ltd. | 6.03% | | Altshuler Shaham Ltd. | 5.59% | | All executive officers and directors as a group (12 persons) | 3.42% | - The company has entered into standard employment, exculpation, and indemnification agreements with its directors and executive officers[674](index=674&type=chunk) - A formal policy is in place for the review, approval, or ratification of related party transactions, consistent with the requirements of the Israeli Companies Law[675](index=675&type=chunk) [Item 8. Financial Information](index=127&type=section&id=Item%208.%20Financial%20Information) The company has no material litigation and does not anticipate paying dividends, retaining earnings for business expansion - The company has never declared or paid dividends and does not anticipate doing so in the foreseeable future, intending to retain earnings for operations and expansion[679](index=679&type=chunk) - The company is not a party to any litigation or proceeding that is expected to have a material adverse impact on its financial position[678](index=678&type=chunk) [Item 10. Additional Information](index=128&type=section&id=Item%2010.%20Additional%20Information) This section covers Israeli exchange controls, corporate taxation policies, and U.S. federal income tax considerations for shareholders - There are currently no Israeli currency control restrictions on remittances of dividends or proceeds from share sales to non-residents, with certain exceptions[692](index=692&type=chunk) - The standard corporate income tax rate in Israel is **23%**, and dividends paid to non-Israeli residents are generally subject to a 25% withholding tax[695](index=695&type=chunk)[709](index=709&type=chunk) - For U.S. federal income tax purposes, the company believes it was **not a Passive Foreign Investment Company (PFIC)** for the year ended December 31, 2022[242](index=242&type=chunk)[730](index=730&type=chunk) [Item 11. Quantitative and Qualitative Disclosures about Market Risk](index=137&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to interest rate, foreign currency, and credit risks, which it manages through hedging policies and counterparty diversification - The company manages interest rate risk through interest rate swaps and by maintaining a significant portion of its debt at fixed rates[748](index=748&type=chunk) - Foreign currency exchange risk is present due to revenues and expenses in multiple currencies and is managed through an internal hedge and a formal hedging policy[750](index=750&type=chunk)[751](index=751&type=chunk) - Credit risk from counterparties is mitigated by contracting with investment-grade entities and diversifying the counterparty portfolio[754](index=754&type=chunk) Part II [Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=138&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) The company discloses the use of net proceeds from its February 2023 U.S. IPO, confirming no material change from its prospectus - The company completed its U.S. IPO on February 14, 2023, generating gross proceeds of $288.8 million and **net proceeds of approximately $270.7 million** after costs[759](index=759&type=chunk)[760](index=760&type=chunk) [Item 15. Controls and Procedures](index=138&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of year-end 2022, with internal control reporting deferred per SEC rules - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were **effective**[765](index=765&type=chunk) - Due to its status as a newly public company, this report does not include management's assessment of internal control over financial reporting or an auditor's attestation report[766](index=766&type=chunk)[767](index=767&type=chunk) [Item 16. Corporate Governance and Other Disclosures](index=139&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers governance topics including the audit committee financial expert, code of ethics, accountant fees, and reliance on home country practices - The Board of Directors has determined that Liat Benyamini is an **audit committee financial expert**[769](index=769&type=chunk) - A Code of Ethics and Conduct has been adopted, and it is available on the company's website[771](index=771&type=chunk)[772](index=772&type=chunk) Principal Accountant Fees (in thousands) | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $615 | $709 | | Tax Fees | $29 | $30 | | **Total** | **$644** | **$739** | - As a foreign private issuer, the company relies on home country practices for certain Nasdaq corporate governance rules, including shareholder meeting quorum requirements[783](index=783&type=chunk) Part III [Item 18. Financial Statements](index=142&type=section&id=Item%2018.%20Financial%20Statements) This section contains the company's audited consolidated financial statements for the three years ended December 31, 2022, prepared under IFRS Consolidated Statement of Financial Position (in thousands) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$3,533,367** | **$2,835,340** | | Total Current Assets | $423,704 | $413,311 | | Total Non-Current Assets | $3,109,663 | $2,422,029 | | **Total Liabilities and Equity** | **$3,533,367** | **$2,835,340** | | Total Liabilities | $2,483,333 | $2,077,959 | | Total Equity | $1,050,034 | $757,381 | Consolidated Statement of Income (in thousands) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Revenues** | **$192,172** | **$102,461** | **$70,324** | | Gross profit | $111,171 | $61,238 | $40,368 | | Operating profit | $90,612 | $34,400 | $28,374 | | **Profit (loss) for the year** | **$38,113** | **$21,675** | **($41,035)** | Consolidated Statement of Cash Flows (in thousands) | | 2022 | 2021 | | :--- | :--- | :--- | | Net cash from operating activities | $90,376 | $52,023 | | Net cash used in investing activities | ($820,000) | ($644,638) | | Net cash from financing activities | $684,741 | $752,314 |
Enlight Renewable Energy .(ENLT) - 2022 Q4 - Earnings Call Transcript
2023-03-17 19:19
Enlight Renewable Energy Ltd. (NASDAQ:ENLT) Q4 2022 Earnings Conference Call March 15, 2023 8:00 AM ET Company Participants Yosef Lefkovitz - VP of Corporate Finance and M&A Gilad Yavetz - CEO and Co-Founder Nir Yehuda - CFO Jason Ellsworth - CEO and Co-Founder of Clenera Conference Call Participants Mark Strouse - JP Morgan Julien Dumoulin-Smith - Bank of America Maheep Mandloi - Credit Suisse David Paz - Wolfe Research Justin Clare - MKM Partners Yosef Lefkovitz Good morning, everyone, and thank you for ...
Enlight Renewable Energy .(ENLT) - 2023 Q1 - Quarterly Report
2023-03-14 16:00
Exhibit 99.1 Press Release ENLIGHT RENEWABLE ENERGY REPORTS YEAR-END 2022 FINANCIAL RESULTS All of the amounts disclosed in this press release are in U.S. dollars unless otherwise noted TEL AVIV, ISRAEL, March 15, 2023 – Enlight Renewable Energy Ltd. (NASDAQ: ENLT, TASE: ENLT) today reported financial results for the full year ended December 31, 2022. The Company's annually earnings materials and a link to the earnings webcast, which begins today at 8:00 AM ET, may be found on the investor relations section ...