2022 Final Results and AGM
Dekel Agri-Vision Plc / Index: AIM / Epic: DKL / Sector: Food Producers
28 June 2023
Dekel Agri-Vision Plc ('Dekel' or the 'Company')
2022 Final Results and AGM
Dekel Agri-Vision Plc (AIM: DKL), the West African agribusiness company focused on building a portfolio of sustainable and diversified projects, is pleased to announce its audited results for the year ended 31 December 2022 (the 'Accounts'). The Company also gives notice that its Annual General Meeting ('AGM') will be held at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 27 July 2023 at 9.30am BST. The Notice of AGM will be sent to shareholders and the Notice of AGM and Accounts will be made available to download later today from the Company's website www.dekelagrivision.com.
Financial Highlights
Palm Oil Operation
· Strong EBITDA of €4.6m delivered from the Ayenouan palm oil plant in Côte d'Ivoire ('Palm Oil Operation') primarily driven by record Crude Palm Oil ('CPO') and Palm Kernel Oil Pricing ('PKO') offsetting a historically low Fresh Fruit Bunch ('FFB') harvesting year:
o 18.4% decrease in revenues to €30.5m (2020: €37.4m) - includes sale of CPO, Palm Kernel Oil ('PKO'), Palm Kernel Cake ('PKC') and Nursery Plants
o Gross margin increased by 9.2% to 19.0% (2021: 17.4%)
o 2022 EBITDA of €4.6m (2021: €5.2m)
o Net profit after tax of €1.0m (2020: €1.0m)
Cashew Operation
· First year of cashew pilot production commenced and first year of sales achieved of €0.7m
· Cashew Operation operating loss of €2.3m recorded for 2022 during the commissioning process
· Significant improvement in financial results expected in 2023 as commercial production ramps up
*Cashew Operation in commissioning phase during 2022
|
Year ended 31 December |
2022 |
2021 |
% change |
|
Palm Oil Operation |
|
|
|
|
Revenue |
€30.5m |
€37.4m |
-18.4% |
|
Gross Margin |
€5.8m |
€6.5m |
-10.8% |
|
Gross Margin % |
19.0% |
17.4% |
9.2% |
|
G&A |
(€3.4m) |
(€3.5m) |
2.9% |
|
EBITDA |
€4.6m |
€5.2m |
-9.6% |
|
Net profit / (loss) after tax |
€1.0m |
€1.0m |
10.0% |
|
Cashew Operation |
|
|
|
|
Revenue |
€0.7m |
nil |
n/a |
|
Net Loss* |
(€2.3m) |
(€0.4m) |
|
|
Dekel Group Net profit / (loss) after tax |
(€1.3m) |
€0.6m |
|
The summary of the Group Financial Performance for FY2022 is laid out further below.
Operational Highlights - Palm Oil Operation
· 35.5% decrease in FY2022 CPO production compared to FY2021 driven by an unprecedently low FFB harvest year.
· An improved CPO extraction rate of 22.1% was achieved in FY 2022 (FY 2021: 21.0%).
· 33.4% decrease in FY2022 CPO sales compared to FY2021 reflecting the lower CPO production volumes.
· 18.1% increase in CPO prices to €1,025 per tonne in FY2022 compared to FY2021 (FY 2022: €868). This represents an annual Company record sales price.
· 28.4% decrease in FY 2022 PKO sales compared to FY 2021 reflecting lower production levels.
· Company record PKO price achieved in FY 2022 of €1,381 per tonne.
Lincoln Moore, Dekel's Executive Director, said: "Achieving a strong EBITDA of €4.6m from the Palm Oil Operation despite operating in the lowest high season production period we have experienced was a credible outcome. With CPO prices remaining higher than historical averages and a much stronger H1 2023 high season, the Palm Oil Operation is well positioned to deliver a strong H1 2023 financial performance."
"Following a lengthy commissioning process during 2022, the operating and financial performance of the Cashew Operation is now poised to materially improve in 2023."
"Given reasons to be optimistic about both the Palm Oil Operation and the Cashew Operation, we are excited about our prospects to deliver a strong financial performance in 2023."
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
** ENDS **
For further information please visit the Company's website www.dekelagrivision.com or contact:
|
Dekel Agri-Vision Plc Youval Rasin Shai Kol Lincoln Moore
|
+44 (0) 207 236 1177 |
|
WH Ireland Ltd (Nomad and Joint Broker) James Joyce Darshan Patel |
+44 (0) 20 7220 1666 |
|
Optiva Securities Limited (Joint Broker) Christian Dennis Daniel Ingram
|
+44 (0) 203 137 1903 |
Notes:
Dekel Agri-Vision Plc is a multi-project, multi-commodity agriculture company focused on West Africa. It has a portfolio of projects in Côte d'Ivoire at various stages of development: a fully operational palm oil project in Ayenouan where fruit produced by local smallholders is processed at the Company's 60,000tpa capacity crude palm oil mill and a cashew processing project in Tiebissou, which is currently transitioning to full commercial production in 2023.
CHAIRMAN'S STATEMENT
Summary
The Palm Oil Operation experienced a surge in CPO prices during 2022, reaching unprecedented levels. This significantly contributed to our financial performance during a period of very low production due to an atypically weak high season. Additionally, our mill operations performed well demonstrated by the improved CPO extraction rate and effective operating cost management, despite global inflation. These factors collectively established a solid foundation that allowed the Palm Oil Operation to achieve a strong EBITDA of €4.6m.
The Cashew Operation achieved notable progress during 2022 including first production and first sales revenue, despite equipment delays resulting in a much longer than expected commission phase and a net loss of €2.3m. With all key equipment on site prior to year end, commercial production is now well underway and we believe that the financial performance of the Cashew Operation will significantly improve during 2023.
Palm Oil Operation
CPO production volumes started well in January 2022, however, the expected high season, which typically peaks from February through May did not materialize as usual. Consequently, this marked the weakest high season in the Company's history. It is important to note that this decline in production was experienced across the region. Nonetheless, local experts anticipated that this variation is temporary, and we have seen a significant improvement in the 2023 high season so far.
We achieved record prices for CPO and PKO in 2022 as global inflationary pressures post Covid-19 created supply constraints which was compounded by the war in Ukraine which hampered the supply of sunflower oil, a substitution for CPO. We saw some easing in the global supply constraints as the year progressed and CPO prices softened to around $US1,000 towards the end of 2022, still well above the long term CPO price average of around €800 per tonne. We anticipate CPO prices may soften further as 2023 progresses although to this point, CPO prices remain above historical averages and supportive of a strong 2023 year of financial performance. Whilst seasonal and annual variations in CPO prices are inevitable, we remain positive on the medium to long term outlook for CPO prices given challengers bringing more supply to the market and demand side robustness due to the necessity nature of vegetable oils and therefore CPO, the largest consumed vegetable oil world-wide.
After a lengthy consultation period, the Roundtable on Sustainable Palm Oil ('RSPO') finally provided a clear pathway in H2 2022 of the information required to complete the Company estates audit and we are now preparing the works required with the objective of completing the audits of the Palm Oil Mill and Company estates at the same time. The two key final reports requested by RSPO for the estates audit were a LUCA (land use change analysis) and HCV-HCS (High Conservation Value - High Carbon Stock) assessment. Both reports were commissioned post period end in early 2023 and we expect to receive these reports in early Q3 2023. With these reports completed we will be able to engage RSPO auditors to complete the audit and we will update the market as soon as this audit process has commenced.
Cashew Operation
The Cashew Operation achieved key milestones in 2022 including first production and first sales. However, the ramp in production has been hindered by supplier delays including the sorting and shelling equipment delivery being well behind schedule from the Italian supplier. The Company attempted to mitigate delays by taking over the logistics of shipment directly rather than await consolidation in Italy by the Cashew operation vendor and utilising substitute shelling equipment in order to continue the testing and commissioning of the entire Cashew Operation. Now with all key equipment now on site we commenced commercial production including the first quarterly market reporting. We expect a material improvement in production in 2023 and strong progression towards the Cashew Operation becoming a positive contributor to group profitability after reporting a €2.3 million net loss in 2022.
The Directors firmly believe that, given time, the Cashew Operation has the potential to surpass the Palm Oil Operation in terms of profit contribution to the Group. Our approach to the development of the Cashew project allows for significant capacity expansion within a short period. With a nameplate capacity of 15,000 tonnes per annum ('tpa'), the plant's production can be increased by 50% at no additional cost by adding a third shift, thus reaching a production capacity of 15,000tpa. Moreover, with a capital expenditure of €5-6 million, the mill's capacity can be doubled to 30,000tpa, which the Directors estimate could generate approximately €35-40 million in annual revenues based on current prices.
Other Projects
While we have future expansion plans, including the processing of a third commodity and clean energy initiatives, these projects are currently on hold as we prioritize the ramp up of the Cashew Operation, which we believe will play a pivotal role in enhancing the Group's financial performance in 2023 and beyond.
Group Financial Performance
A summary of the Group financial performance for FY2022, in addition to the comparatives for the previous 5 years, is outlined in the table below.
|
|
FY2022 |
FY2021 |
FY 2020 |
FY 2019 |
FY 2018 |
FY 2017 |
|
FFB collected (tonnes) |
116,733 |
190,020 |
154,151 |
176,019 |
146,036 |
171,696 |
|
CPO production (tonnes) |
25,751 |
39,953 |
34,002 |
37,649 |
33,077 |
38,736 |
|
CPO sales (tonnes) |
26,016 |
39,092 |
34,008 |
37,713 |
32,692 |
38,373 |
|
Average CPO price per tonne |
€1,025 |
€868 |
€602 |
€491 |
€542 |
€680 |
|
Total Revenue (all products) |
€31.2m |
€37.4m |
€22.5m |
€20.9m |
€20.9m |
€30.2m |
|
Gross Margin |
€5.1m |
€6.5m |
€2.3m |
€1.7m |
€1.7m |
€6.9m |
|
Gross Margin % |
16.7% |
17.4% |
10.2% |
8.1% |
8.3% |
22.8% |
|
Overheads |
€3.9m |
€3.8m |
€2.8m |
€3.2m |
€3.2m |
€3.6m |
|
EBITDA |
€2.7m |
€4.8m |
€1.2m |
€0.2m |
(€0.2m) |
€4.5m |
|
EBITDA % |
9.3% |
12.8% |
5.3% |
1.0% |
- |
14.9% |
|
Net Profit / (Loss) After Tax |
(€1.3m) |
€0.6m |
(€2.2m) |
(€3.3m) |
(€3.3m) |
€1.6m |
|
Net Profit / (Loss) After Tax % |
- |
1.6% |
- |
- |
- |
5.3% |
|
Total Assets |
€54.7m |
€51.7m |
€43.3m |
€33.6m |
€33.4m |
€33.9m |
|
Total Liabilities |
€39.4m |
€35.5m |
€30.8m |
€20.8m |
€21.8m |
€19.2m |
|
Total Equity |
€15.3m |
€16.3m |
€12.5m |
€12.8m |
€11.6m |
€14.7m |
Palm Oil Operation
· Strong EBITDA of €4.6m delivered from the Ayenouan palm oil plant in Côte d'Ivoire ('Palm Oil Operation') primarily driven by record Crude Palm Oil ('CPO') and Palm Kernel Oil Pricing ('PKO') offsetting a historically low Fresh Fruit Bunch ('FFB') harvesting year:
o 18.4% decrease in revenues to €30.5m (2020: €37.4m) - includes sale of CPO, Palm Kernel Oil ('PKO'), Palm Kernel Cake ('PKC') and Nursery Plants
o Gross margin increased by 9.2% to 19.0% (2021: 17.4%)
o 2022 EBITDA of €4.6m (2021: €5.2m)
o Net profit after tax of €1.1m (2020: €1.0m)
Cashew Operation
· First year of cashew pilot production commenced and first year of sales achieved of €0.7m
· Cashew Operation operating loss of €2.3m recorded for 2022 during the commissioning process
· Significant improvement in financial results expected in 2023 as commercial production ramps up
Outlook
Looking ahead, with the Palm Oil Operation currently experience a rebound in production quantities and prices continuing to remain high the short term outlook for this operation is positive. In addition, with the Cashew operation is now transitioning towards a consistent and growing financial contributor to the Group's performance, we remain on track to deliver a record financial performance in 2023.
I extend my gratitude to the Board, Management, employees, and advisors for their support and hard work throughout the year.
Andrew Tillery
Non-Executive Chairman Date: 27 June 2023
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
31 December |
||
|
|
|
|
|
2022 |
|
2021 |
|
|
|
Note |
|
Euros in thousands |
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
2,240 |
|
1,595 |
|
Trade receivables |
|
|
|
1,568 |
|
1,487 |
|
Inventory |
|
4 |
|
3,158 |
|
3,240 |
|
Bank deposits - restricted |
|
10 |
|
679 |
|
595 |
|
Other accounts receivable |
|
5 |
|
950 |
|
365 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
8,595 |
|
7,282 |
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank deposits - restricted |
|
10 |
|
850 |
|
501 |
|
Property and equipment, net |
|
7 |
|
45,235 |
|
43,892 |
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
46,085 |
|
44,393 |
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
54,680 |
|
51,675 |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
31 December |
||
|
|
|
|
|
2022 |
|
2021 |
|
|
|
Note |
|
Euros in thousands |
||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
Short-term loans and current maturities of long-term loans |
|
10b |
|
5,671 |
|
5,431 |
|
Trade payables |
|
|
|
1,359 |
|
1,374 |
|
Advances from customers |
|
|
|
346 |
|
108 |
|
Loan from non-controlling interest |
|
6 |
|
- |
|
915 |
|
Other accounts payable |
|
8 |
|
3,852 |
|
2,646 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
11,228 |
|
10,474 |
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES: |
|
|
|
|
|
|
|
Long-term lease liabilities |
|
9 |
|
128 |
|
169 |
|
Accrued severance pay, net |
|
|
|
127 |
|
135 |
|
Loan from shareholder |
|
6 |
|
630 |
|
- |
|
Long-term loans |
|
10 |
|
27,241 |
|
24,562 |
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
28,126 |
|
24,866 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
39,354 |
|
35,340 |
|
|
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
|
11 |
|
|
|
|
|
Share capital |
|
|
|
177 |
|
170 |
|
Additional paid-in capital |
|
|
|
40,736 |
|
39,985 |
|
Accumulated deficit |
|
|
|
(18,804) |
|
(17,971) |
|
Capital reserve |
|
|
|
2,532 |
|
2,532 |
|
Capital reserve from transactions with non-controlling interests |
|
|
|
(9,315) |
|
(8,710) |
|
|
|
|
|
15,326 |
|
16,006 |
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
- |
|
329 |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
15,326 |
|
16,335 |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
|
54,680 |
|
51,675 |
The accompanying notes are an integral part of the consolidated financial statements.
|
June 27, 2023 |
|
|
|
|
|
|
|
Date of approval of the |
|
Youval Rasin |
|
Yehoshua Shai Kol |
|
Lincoln John Moore |
|
financial statements |
|
Director and Chief Executive Officer |
|
Director and Chief Finance Officer |
|
Executive Director |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
Year ended 31 December |
||
|
|
|
|
|
2022 |
|
2021 |
|
|
|
Note |
|
Euros in thousands (Except per share amounts) |
||
|
|
|
|
|
|
|
|
|
Revenues |
|
12 |
|
31,205 |
|
37,391 |
|
Cost of revenues |
|
15a |
|
26,185 |
|
30,880 |
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
5,020 |
|
6,511 |
|
General and administrative expenses |
|
15b |
|
3,845 |
|
3,869 |
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
1,175 |
|
2,642 |
|
Other income |
|
|
|
103 |
|
- |
|
Finance cost |
|
15c |
|
(2,475) |
|
(1,726) |
|
|
|
|
|
|
|
|
|
Profit (loss) before taxes on income |
|
|
|
(1,197) |
|
916 |
|
Taxes on income |
|
14 |
|
141 |
|
275 |
|
|
|
|
|
|
|
|
|
Net income (loss) and total comprehensive income (loss) |
|
|
|
(1,338) |
|
641 |
|
|
|
|
|
|
|
|
|
Attributable to: Equity holders of the Company |
|
|
|
(833) |
|
757 |
|
Non-controlling interests |
|
|
|
(505) |
|
(116) |
|
|
|
|
|
|
|
|
|
Net income (loss) and total comprehensive income (loss) |
|
|
|
(1,338) |
|
641 |
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share attributable to equity holders of the Company: |
|
|
|
|
|
|
|
Basic and diluted net earnings (loss) per share |
|
16 |
|
0.00 |
|
0.00 |
The accompanying notes are an integral part of the consolidated financial statements.
|
|
Attributable to equity holders of the Company |
|
|||||||
|
|
Share capital |
Additional paid-in capital |
Accumulated deficit |
Capital reserve |
Capital reserve from transactions with non-controlling interests |
Total |
Non-controlling interests |
Total Equity |
|
|
|
Euros in thousands |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 1 January, 2021 |
142 |
35,570 |
(18,728) |
2,532 |
(7,754) |
11,762 |
700 |
12,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) and total comprehensive income (loss) |
- |
- |
757 |
- |
- |
757 |
(116) |
641 |
|
|
Issue of shares (Note 10) |
26 |
3,719 |
- |
|
|
3,745 |
- |
3,745 |
|
|
Non-controlling interests arising from initially consolidated subsidiary |
2 |
401 |
- |
- |
(956) |
(553) |
(255) |
(808) |
|
|
Share-based compensation |
- |
295 |
- |
- |
|
295 |
- |
295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2021 |
170 |
39,985 |
(17,971) |
2,532 |
(8,710) |
16,006 |
329 |
16,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and total comprehensive loss |
- |
- |
(833) |
- |
- |
(833) |
(505) |
(1,338) |
|
|
Issue of shares for services provided (Note 11) |
- |
44 |
- |
|
- |
44 |
- |
44 |
|
|
Issue of shares upon acquisition of non-controlling interests (Note 6) |
7 |
707 |
- |
- |
(605) |
109 |
176 |
285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2022 |
177 |
40,736 |
(18,804) |
2,532 |
(9,315) |
15,326 |
- |
15,326 |
|
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
(1,338) |
|
641 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
Adjustments to the profit or loss items: |
|
|
|
|
|
Depreciation |
|
1,554 |
|
1,888 |
|
Share-based compensation |
|
- |
|
295 |
|
Accrued interest on long-term loans and non-current liabilities |
|
1,421 |
|
1,188 |
|
Change in employee benefit liabilities, net |
|
(8) |
|
(103) |
|
Gain from sale of property and equipment |
|
(103) |
|
- |
|
|
|
|
|
|
|
Changes in asset and liability items: |
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in inventories |
|
82 |
|
(1,957) |
|
Increase in other accounts receivable |
|
(531) |
|
(1,296) |
|
Increase in trade payables |
|
28 |
|
498 |
|
Increase (decrease) in advances from customers |
|
238 |
|
(1,863) |
|
Increase in other accounts payable |
|
1,206 |
|
859 |
|
|
|
3,887 |
|
(491) |
|
Cash paid during the year for: Income taxes |
|
(135) |
|
(264) |
|
Interest |
|
(1,848) |
|
(1,188) |
|
|
|
|
|
|
|
|
|
(1,983) |
|
(1,452) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
566 |
|
(1,302) |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Investment in bank deposits |
|
(433) |
|
(814) |
|
Sale of property and equipment |
|
206 |
|
- |
|
Purchase of property and equipment |
|
(2,566) |
|
(4,568) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(2,793) |
|
(5,382) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Issue of shares (offering net of expenses) |
|
- |
|
3,726 |
|
Cash paid on acquisition of non-controlling interests |
|
- |
|
(806) |
|
Long-term lease, net |
|
(41) |
|
(23) |
|
Loan to subsidiary by non-controlling interests |
|
- |
|
915 |
|
Receipt (repayments) of short-term loans, net |
|
(1,668) |
|
605 |
|
Receipt of long-term loans |
|
10,577 |
|
5,997 |
|
Repayment of long-term loans |
|
(5,995) |
|
(2,338) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
2,873 |
|
8,077 |
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
645 |
|
1,393 |
|
Cash and cash equivalents at beginning of year |
|
1,595 |
|
202 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
2,240 |
|
1,595 |
|
|
|
|
|
|
|
Supplemental disclosure of non-cash activities: |
|
|
|
|
|
Issuance of shares in consideration for non-controlling interest in Pearlside |
|
714 |
|
403 |
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial information.
NOTE 1:- GENERAL
a. Dekel Agri-Vision PLC ("the Company") is a public limited company incorporated in Cyprus on 24 October 2007. The Company's Ordinary shares are admitted for trading on the AIM, a market operated by the London Stock Exchange. The Company is engaged through its subsidiaries in developing and cultivating palm oil plantations in Cote d'Ivoire for the purpose of producing and marketing Crude Palm Oil ("CPO"), as well as constructing a Raw Cashew Nut ("RCN") processing plant, which is currently in the initial production phase. The Company's registered office is in Limassol, Cyprus.
b. CS DekelOil Siva Ltd. ("DekelOil Siva"), a company incorporated in Cyprus, is a wholly owned subsidiary of the Company. DekelOil CI SA, a subsidiary in Cote d'Ivoire currently held 99.85% by DekelOil Siva, is engaged in developing and cultivating palm oil plantations for the purpose of producing and marketing CPO. DekelOil CI SA constructed and is currently operating its palm oil mill.
c. Pearlside Holdings Ltd. ("Pearlside"), a company incorporated in Cyprus, is a subsidiary of the Company since December 2020. The Company holds 100% interest since December 2022 (previously 70.7% interest since February 2021). Pearlside has a wholly owned subsidiary in Cote d'Ivoire, Capro CI SA ("Capro"). Capro is currently engaged in the initial production phase of its RCN processing plant in Cote d'Ivoire near the village of Tiabisu (see also Note 11).
d. DekelOil Consulting Ltd. a company located in Israel and a wholly owned subsidiary of DekelOil Siva, is engaged in providing services to the Company and its subsidiaries.
e. Cash flow from operations and working capital deficiency:
In 2022 the Company generated a positive cash flow from operation of approx €0.5 million compared to a negative cash flow of €1.3 million in 2021. Palm Oil activity continued to be strong and continued to generate positive operating cash flow, which was offset by the negative operating cash flow from the RCN activity which is in its commissioning phase. The Group working capital deficiency continued to decrease to €2.6 million at 31 December 2022 from €3.2 million as of 31 December 2021. In addition, expenditures for the completion of the RCN processing plant of Pearlside have been almost entirely paid and have now entered the production phase with operational capacity in the process of increasing materially over the coming months. As a result, the RCN operation is expected to produce additional operating cash flow for the Group in the latter half of 2023 and beyond. The Group has prepared detailed forecasted cash flows through the end of 2024, which indicate that the Group should have positive cash flows from its operations. However, the operations of the Group are subject to various market conditions, including quantity and quality of fruit harvests and market prices, that are not under the Group's control that could have an adverse effect on the Group's future cash flows.
Based on the above, the Company's management believes it will have sufficient funds necessary to continue its operations and to meet its obligations as they become due for at least a period of twelve months from the date of approval of the financial statements.
NOTE 1:- GENERAL (Cont.)
f. Effects of inflation and increase in interest rate:
Following the global macroeconomic developments in 2022, there was an increase in rates of inflation in worldwide. As part of the measures taken to restrain inflationary price increases, central banks around the world, including the Bank of Israel, began raising their benchmark interest rates. All of the Company's loans bear fixed interest rates (except a negligible amount of €147 thousands), and accordingly the increase in interest rates has not had a material effect on the consolidated financial statements.
g. Definitions:
|
The Group |
- |
DEKEL AGRI-VISION PLC and its subsidiaries. |
|
|
|
|
|
The Company |
- |
DEKEL AGRI-VISION PLC. |
|
|
|
|
|
Subsidiaries |
- |
Companies that are controlled by the Company- CS DekelOil Siva Ltd, DekelOil CI SA, DekelOil Consulting Ltd, and commencing from December 2020 - Pearlside Holdings, Capro CI SA. |
|
|
|
|
|
|
|
|
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated.
a. Basis of presentation of the financial statements:
These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").
The financial statements have been prepared on a cost basis.
The Company has elected to present profit or loss items using the function of expense method.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
b. Consolidated financial statements:
The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases.
The financial statements of the Company and of the subsidiaries are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intragroup balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements.
Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement of financial position.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as a change in equity by adjusting the carrying amount of the non-controlling interests with a corresponding adjustment of the equity attributable to equity holders of the Company less / plus the consideration paid or received.
c. Business combinations and goodwill:
Business combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each business combination, the Company chooses whether to measure the non-controlling interests in the acquiree based on their fair value on the acquisition date or at their proportionate share in the fair value of the acquiree's net identifiable assets.
Direct acquisition costs are carried to the statement of profit or loss as incurred.
In a business combination achieved in stages, equity interests in the acquiree that had been held by the acquirer prior to obtaining control are measured at the acquisition date fair value while recognizing a gain or loss resulting from the revaluation of the prior investment on the date of achieving control.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
c. Business combinations and goodwill (Cont.):
Contingent consideration is recognized at fair value on the acquisition date and classified as a financial asset or liability in accordance with IAS 39. Subsequent changes in the fair value of the contingent consideration are recognized in profit or loss. If the contingent consideration is classified as an equity instrument, it is measured at fair value on the acquisition date without subsequent remeasurement.
d. Functional currency, presentation currency and foreign currency:
1. Functional currency and presentation currency:
The local currency used in Cote d'Ivoire is the West African CFA Franc ("FCFA"), which has a fixed exchange rate with the Euro (Euro 1 = FCFA 655.957). A substantial portion of the Group's revenues and expenses is incurred in or linked to the Euro. The Group obtains debt financing mostly in FCFA linked to Euros and the funds of the Group are held in FCFA. Therefore, the Company's management has determined that the Euro is the currency of the primary economic environment of the Company and its subsidiaries, and thus its functional currency. The presentation currency is Euro.
2. Transactions, assets and liabilities in foreign currency:
Transactions denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Exchange rate differences, other than those capitalized to qualifying assets or accounted for as hedging transactions in equity, are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are translated into the functional currency using the exchange rate prevailing at the date when the fair value was determined.
e. Cash equivalents:
Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of acquisition.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
f. Financial instruments:
1. Financial assets:
Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss.
The Company classifies and measures debt instruments in the financial statements based on the following criteria:
- The Company's business model for managing financial assets; and
- The contractual cash flow terms of the financial asset.
a) Debt instruments are measured at amortized cost when:
The Company's business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment.
On the date of initial recognition, the Company may irrevocably designate a debt instrument as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency, such as when a related financial liability is also measured at fair value through profit or loss.
b) Equity instruments and other financial assets held for trading:
Investments in equity instruments do not meet the above criteria and accordingly are measured at fair value through profit or loss.
Other financial assets held for trading, including derivatives, are measured at fair value through profit or loss unless they are designated as effective hedging instruments.
Dividends from investments in equity instruments are recognized in profit or loss when the right to receive the dividends is established.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
f. Financial instruments (Cont.):
2. Impairment of financial assets:
The Company evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at fair value through profit or loss.
The Company has short-term financial assets such as trade receivables in respect of which the Company applies a simplified approach and measures the loss allowance in an amount equal to the lifetime expected credit losses. An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset.
As of 31 December 2021, there were no past-due trade receivables.
3. Financial liabilities:
a) Financial liabilities measured at amortized cost:
Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability.
After initial recognition, the Company measures all financial liabilities at amortized cost using the effective interest rate method.
4. Derecognition of financial instruments:
a) Financial assets:
A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire.
b) Financial liabilities:
A financial liability is derecognized when it is extinguished, that is when the obligation is discharged or cancelled or expires.
g. Borrowing costs:
The Group capitalizes borrowing costs that are attributable to the acquisition, construction, or production of qualifying assets which necessarily take a substantial period of time to get ready for their intended use or sale.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
g. Borrowing costs (Cont.):
The capitalization of borrowing costs commences when expenditures for the asset are incurred, the activities to prepare the asset are in progress and borrowing costs are incurred and ceases when substantially all the activities to prepare the qualifying asset for its intended use or sale are complete. The amount of borrowing costs capitalized in a reporting period includes specific borrowing costs and general borrowing costs based on a weighted capitalization rate.
h. Leases:
The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group as a lessee:
For leases in which the Company is the lessee, the Company recognizes on the commencement date of the lease a right-of-use asset and a lease liability, excluding leases whose term is up to 12 months and leases for which the underlying asset is of low value. For these excluded leases, the Company has elected to recognize the lease payments as an expense in profit or loss on a straight-line basis over the lease term. In measuring the lease liability, the Company has elected to apply the practical expedient in the Standard and does not separate the lease components from the non-lease components (such as management and maintenance services, etc.) included in a single contract.
On the commencement date, the lease liability includes all unpaid lease payments discounted at the interest rate implicit in the lease, if that rate can be readily determined, or otherwise using the Group's incremental borrowing rate. After the commencement date, the Group measures the lease liability using the effective interest rate method.
On the commencement date, the right-of-use asset is recognized in an amount equal to the lease liability plus lease payments already made on or before the commencement date and initial direct costs incurred. The right-of-use asset is measured applying the cost model and depreciated over the shorter of its useful life or the lease term.
Following are the periods of depreciation of the right-of-use assets by class of underlying asset:
|
|
|
Years |
|
|
|
|
|
Land |
|
99 |
|
Motor vehicles |
|
5 |
The Group tests for impairment of the right-of-use asset whenever there are indications of impairment pursuant to the provisions of IAS 36.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
i. Biological assets:
Biological assets of the Company are fresh fruit bunches (FFB) that grow on palm oil trees. The period of biological transformation of FFB from blossom to harvest and then conversion to inventory and sale is relatively short (about 2 months). Accordingly, any changes in fair value at each reporting date are generally immaterial.
j. Property and equipment:
Property and equipment are stated at cost, net of accumulated depreciation. Palm oil trees before maturity are measured at accumulated cost, and depreciation commences upon reaching maturity.
Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:
|
|
|
% |
|
|
|
|
|
Extraction mill |
|
2.5 |
|
Palm oil plantations |
|
3.33 |
|
Computers and peripheral equipment |
|
33 |
|
Equipment and furniture |
|
15 - 20 |
|
Motor vehicles |
|
25 |
|
Agriculture equipment |
|
15 |
The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized.
k. Impairment of non-financial assets:
The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable.
If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.
An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
l. Revenue recognition:
Revenue from contracts with customers is recognized when the control over the services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms.
In determining the amount of revenue from contracts with customers, the Company evaluates whether it is a principal or an agent in the arrangement. The Company is a principal when the Company controls the promised goods or services before transferring them to the customer. In these circumstances, the Company recognizes revenue for the gross amount of the consideration. When the Company is an agent, it recognizes revenue for the net amount of the consideration, after deducting the amount due to the principal.
Revenue from the sale of goods:
Revenue from sale of goods is recognized in profit or loss at the point in time when the control of the goods is transferred to the customer, generally upon delivery of the goods to the customer.
Contract balances:
Amounts received from customers in advance of performance by the Company are recorded as contract liabilities/advance payments from customers and recognized as revenue in profit or loss when the work is performed. For all years presented in these financial statements, such advances were recognized as revenues in the year subsequent to their receipt.
m. Inventories:
Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly.
Cost of finished goods inventories is determined on the basis of average costs including materials, labor and other direct and indirect manufacturing costs based on normal capacity.
n. Earnings (loss) per share:
Earnings (loss) per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of Ordinary shares outstanding during the period.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
o. Earnings (loss) per share:
Potential Ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share from continuing operations. Potential Ordinary shares that are converted during the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share. The Company's share of earnings of investees is included based on its share of earnings per share of the investees multiplied by the number of shares held by the Company.
p. Provisions:
A provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects part or all of the expense to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense is recognized in profit or loss net of any reimbursement.
q. Fair value measurement:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair value measurement is based on the assumption that the transaction will take place in the asset's or the liability's principal market, or in the absence of a principal market, in the most advantageous market.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
Fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement:
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
q. Fair value measurement (Cont.):
|
Level 1 |
- |
quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
|
|
|
|
Level 2 |
- |
inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. |
|
|
|
|
|
Level 3 |
- |
inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
r. Share-based payment transactions:
The Company's employees / other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions and certain employees / other service providers are entitled to remuneration in the form of cash-settled share-based payment transactions that are measured based on the increase in the Company's share price.
Equity-settled transactions:
The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date on which they are granted. The fair value is determined using an acceptable option model.
The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest.
s. Taxes on income:
Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity.
1. Current taxes:
The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of reporting period as well as adjustments required in connection with the tax liability in respect of previous years.
2. Deferred taxes:
Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes.
Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
s. Taxes on income (Cont.)
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable.
Taxes that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future.
Also, deferred taxes that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Company's policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability.
t. Significant accounting estimates and assumptions used in the preparation of the financial statements:
The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate.
u. Changes in accounting policies - initial application of new financial reporting and accounting standards and amendments to existing financial reporting and accounting standards:
Amendment to IAS 16, "Property, Plant and Equipment":
In May 2020, the IASB issued an amendment to IAS 16, "Property, Plant and Equipment" ("the Amendment"). The Amendment prohibits a company from deducting from the cost of property, plant and equipment ("PP&E") consideration received from the sales of items produced while the company is preparing the asset for its intended use. Instead, the company should recognize such consideration and related costs in profit or loss.
The Amendment is effective for annual reporting periods beginning on or after 1 January 2022. The Amendment is applied retrospectively, but only to items of PP&E made available for use on or after the beginning of the earliest period presented in the financial statements in which the company first applies the Amendment.
The cumulative effect of initially applying the Amendment is recognized as an adjustment to the opening balance of retained earnings (or other component of equity, as applicable) at the beginning of the earliest period presented.
The application of the Amendment did not have a material impact on the Company's financial statements.
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION
a. Amendment to IAS 1, "Presentation of Financial Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of Financial Statements" regarding the criteria for determining the classification of liabilities as current or non-current ("the Original Amendment"). In October 2022, the IASB issued a subsequent amendment ("the Subsequent Amendment").
According to the Subsequent Amendment:
Only covenants with which an entity must comply on or before the reporting date will affect a liability's classification as current or non-current.
An entity should provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months from the reporting date. This disclosure is required to include information about the covenants and the related liabilities. The disclosures must include information about the nature of the future covenants and when compliance is applicable, as well as the carrying amount of the related liabilities. The purpose of this information is to allow users to understand the nature of the future covenants and to assess the risk that a liability classified as non-current could become repayable within twelve months. Furthermore, if facts and circumstances indicate that an entity may have difficulty in complying with such covenants, those facts and circumstances should be disclosed.
According to the Original Amendment, the conversion option of a liability affects the classification of the entire liability as current or non-current unless the conversion component is an equity instrument.
The Original Amendment and Subsequent Amendment are both effective for annual periods beginning on or after 1 January 2024 and must be applied retrospectively. Early application is permitted.
The Company is evaluating the possible impact of the Amendment on its current loan agreements.
b. Amendment to IAS 8, "Accounting Policies, Changes to Accounting Estimates and Errors":
In February 2021, the IASB issued an amendment to IAS 8, "Accounting Policies, Changes to Accounting Estimates and Errors" ("the Amendment"), in which it introduces a new definition of "accounting estimates".
Accounting estimates are defined as "monetary amounts in financial statements that are subject to measurement uncertainty". The Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors.
The Amendment is to be applied prospectively for annual reporting periods beginning on or after 1 January 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Early application is permitted.
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION (Cont.)
c. Amendment to IAS 12, "Income Taxes":
In May 2021, the IASB issued an amendment to IAS 12, "Income Taxes" ("IAS 12"), which narrows the scope of the initial recognition exception under IAS 12.15 and IAS 12.24 ("the Amendment").
According to the recognition guidelines of deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax assets and liabilities in respect of certain temporary differences arising from the initial recognition of certain transactions. This exception is referred to as the "initial recognition exception". The Amendment narrows the scope of the initial recognition exception and clarifies that it does not apply to the recognition of deferred tax assets and liabilities arising from transactions that are not a business combination and that give rise to equal taxable and deductible temporary differences, even if they meet the other criteria of the initial recognition exception.
The Amendment applies for annual reporting periods beginning on or after 1 January , 2023, with earlier application permitted. In relation to leases and decommissioning obligations, the Amendment is to be applied commencing from the earliest reporting period presented in the financial statements in which the Amendment is initially applied. The cumulative effect of the initial application of the Amendment should be recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as appropriate) at that date.
The Company estimates that the initial application of the Amendment is not expected to have a material impact on its financial statements.
d. Amendment to IAS 1 - Disclosure of Accounting Policies:
In February 2021, the IASB issued an amendment to IAS 1, "Presentation of Financial Statements" ("the Amendment"), which replaces the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. One of the main reasons for the Amendment is the absence of a definition of the term 'significant' in IFRS whereas the term 'material' is defined in several standards and particularly in IAS 1.
The Amendment is applicable for annual periods beginning on or after 1 January 2023. Early application is permitted.
The Company is evaluating the effects of the Amendment on its financial statements.
NOTE 4:- INVENTORY
|
|
|
31 December |
|||
|
|
|
2022 |
|
2021 |
|
|
|
|
Euros in thousands |
|||
|
|
|
|
|
|
|
|
Raw cashew nuts |
|
1,248 |
|
1,381 |
|
|
Spare parts, tools & materials |
|
986 |
|
771 |
|
|
Kernel cashew nuts |
|
350 |
|
- |
|
|
Palm oil mill final products |
|
334 |
|
902 |
|
|
Plants |
|
240 |
|
186 |
|
|
|
|
|
|
|
|
|
|
|
3,158 |
|
3,240 |
|
NOTE 5:- OTHER ACCOUNTS RECEIVABLE
|
|
|
31 December |
|||
|
|
|
2022 |
|
2021 |
|
|
|
|
Euros in thousands |
|||
|
|
|
|
|
|
|
|
Advance payment to suppliers and prepaid expenses |
|
904 |
|
319 |
|
|
Loans to employees |
|
38 |
|
29 |
|
|
Government authorities (VAT) |
|
5 |
|
10 |
|
|
Prepaid expenses and other receivables |
|
3 |
|
7 |
|
|
|
|
|
|
|
|
|
|
|
950 |
|
365 |
|
NOTE 6:- INVESTMENT IN PEARLSIDE HOLDINGS LTD
As described in Note 1c, Pearlside Holdings Ltd ("Pearlside") is a subsidiary of the Company. As of 1 January 2021, the Company had a 54% equity interest in Pearlside.
On 8 February 2021, the Company signed an agreement to purchase an additional 16.7% of Pearlside for a total value of £1.062 million (€1.2 million), of which £354,000 (€403 thousand) was settled via the issue of 7,080,000 new Ordinary shares at 5 pence per share (see Note 11), and the remaining £708,000 (€806 thousand) was settled in cash. Following this acquisition, the Company held 70.7% of Pearlside. The difference between the total consideration and the carrying amount of the non-controlling interests, in the amount of € 956 thousand, was recorded as a charge to "capital reserve from transactions with non-controlling interests" in equity.
During 2021 the shareholders of Pearlside invested additional funds as a loan to Pearlside, in order to finance the construction and activity of Pearlside. The portion of the loan provided by the non-controlling interests amounted to €915 thousand. The loan bears no interest and is to be repaid only from available funds of Pearlside. The loan was presented as a current liability in the consolidated statement of financial position as of 31 December 2021.
On 30 December 2022, the Company signed an agreement to purchase the remaining 29.3% held by the non-controlling interests by way of issuing 19,968,701 Ordinary shares of the Company. Based on the market price of the Company's shares on the date of the purchase, the total fair value of the shares amounts to €714 thousand.
Following this acquisition, the Company holds 100% of Pearlside.
Concurrently, it was agreed that the loan in the amount of €915 thousand provided by the non-controlling interests, would only be repaid from the available cash flow from Pearlside, as to be determined in the sole discretion of the board of directors of Pearlside. The Company believes that no repayments of the loan will be made prior to 1 January 2024, and accordingly, the loan has been classified as a non-current loan from a shareholder. As the loan bears no interest, the fair value of the loan in the amount of €630 thousand was calculated based on the present value of estimated future repayments discounted using the prevailing market rate of interest (7.75%) for a similar type of loan.
Of the total fair value of the shares issued in the amount of €714 thousand, € 285 thousand is attributed to the difference (discount) between the nominal amount of the loan from the shareholder and the fair value of the loan. The aggregation of remaining portion of the fair value (€ 429 thousand) and the negative carrying amount (€ 176 thousand) of the non-controlling interests, in the amount of € 605 thousand, has been recorded as a charge to "capital reserve from transactions with non-controlling interests" in equity.
NOTE 7:- PROPERTY AND EQUIPMENT, NET
Composition and movement:
|
|
Computers and peripheral equipment |
Equipment and furniture |
Motor vehicles |
Agriculture equipment |
Extraction mill and land |
Palm oil plantations |
Cashew processing mill under construction and land |
Total |
|
|
|
|
|
|
|
|
|
|
|
Cost: |
|
|
|
|
|
|
|
|
|
Balance as of 1 January, 2021 |
282 |
106 |
1,552 |
490 |
26,281 |
7,632 |
12,133 |
48,476 |
|
|
|
|
|
|
|
|
|
|
|
Additions during the year |
87 |
453 |
723 |
- |
247 |
- |
3,079 |
4,589 |
|
Disposals during the year |
- |
- |
(149) |
- |
- |
- |
- |
(149) |
|
|
|
|
|
|
|
|
|
|
|
Balance as of 1 January, 2022 |
369 |
559 |
2,126 |
490 |
26,528 |
7,632 |
15,212 |
52,916 |
|
|
|
|
|
|
|
|
|
|
|
Additions during the year |
22 |
302 |
482 |
292 |
105 |
- |
1,797 |
3,000 |
|
Disposals during the year |
- |
- |
(352) |
- |
(57) |
- |
- |
(409) |
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December, 2022 |
391 |
861 |
2,256 |
782 |
26,576 |
7,632 |
17,009 |
55,507 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
Balance as of 1 January 2021 |
177 |
99 |
958 |
409 |
4,569 |
1,015 |
- |
7,227 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
31 |
15 |
220 |
26 |
861 |
789 |
- |
1,942 |
|
Disposals during the year |
- |
- |
(145) |
- |
- |
- |
- |
(145) |
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2021 |
208 |
114 |
1,033 |
435 |
5,430 |
1,804 |
- |
9,024 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
55 |
88 |
281 |
68 |
737 |
320 |
5 |
1,554 |
|
Disposals during the year |
- |
- |
(306) |
- |
- |
- |
- |
(306) |
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2022 |
263 |
202 |
1,008 |
503 |
6,167 |
2,124 |
5 |
10,272 |
|
|
|
|
|
|
|
|
|
|
|
Depreciated cost at 31 December 2022 |
128 |
659 |
1,249 |
278 |
20,409 |
5,508 |
17,004 |
45,235 |
|
|
|
|
|
|
|
|
|
|
|
Depreciated cost at 31 December 2021 |
161 |
445 |
1,093 |
55 |
21,098 |
5,828 |
15,212 |
43,892 |
Substantially all property and equipment are located in Coite d'Ivoire.
NOTE 8:- OTHER ACCOUNTS PAYABLE
|
|
|
31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Employees and payroll accruals |
|
1,015 |
|
917 |
|
VAT payable |
|
467 |
|
405 |
|
Other accounts payable and accrued expenses |
|
2,370 |
|
1,324 |
|
|
|
|
|
|
|
|
|
3,852 |
|
2,646 |
NOTE 9:- RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On 24 June 2008, DekelOil CI SA signed a lease agreement for 42 hectares near the village of Ayenouan, Cote d'Ivoire. The agreement is with the village of Adao and the people occupying the land in Ayenouan. The lease is for 90 years and the payment for the lease is FCFA 3,000,000 (app. € 4,573) per annum.
A subsidiary signed a lease agreement with the government authorities for 6 hectares near the village of Tiabissuo, Cote d'Ivoire. The agreement is for a lease of 99 years with an annual lease payment of 6 million FCFA (app. € 9,146)
The right-of-use assets in respect of the above leases are included in Property and Equipment (Note 7). The balance of the lease liabilities at 31 December 2022 amounted to € 128 (2021 - €169).
NOTE 10:- LOANS
a. Long-term loans:
|
|
|
|
|
Interest rate as of 31 December |
|
31 December |
||
|
|
|
Currency |
|
2022 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
SOGEBOURSE (c.1) |
|
In FCFA |
|
8.4% |
|
2,750 |
|
4,568 |
|
SIB (c.2) |
|
In FCFA |
|
6.85% |
|
124 |
|
256 |
|
AgDevCo (c.3) |
|
In Euro |
|
7% |
|
3,600 |
|
7,200 |
|
BGFI (c.4) |
|
In FCFA |
|
7.5% |
|
711 |
|
941 |
|
BIDC (c.5) |
|
In FCFA |
|
7.25% |
|
4,573 |
|
4,053 |
|
NSIA (c.6) |
|
In FCFA |
|
8.5% |
|
2,287 |
|
2,287 |
|
NSIA (c.7) |
|
In FCFA |
|
7.75% |
|
762 |
|
133 |
|
BGFI (c.8) |
|
In FCFA |
|
7.75% |
|
1,441 |
|
1,524 |
|
HUDSON (c.9) |
|
In FCFA |
|
7.5% |
|
15,138 |
|
5,991 |
|
Poalim (c.10) |
|
In NIS |
|
4.2% |
|
76 |
|
- |
|
Mizrachi (c.10) |
|
In NIS |
|
4.2% |
|
72 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
|
|
|
31,534 |
|
26,953 |
|
|
|
|
|
|
|
|
|
|
|
Less - current maturities |
|
|
|
|
|
(4,293) |
|
(2,391) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,241 |
|
24,562 |
NOTE 10:- LOANS (Cont.)
b. Short-term loans and current maturities:
|
|
|
31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Bank credit line (c.11) |
|
1,378 |
|
1,888 |
|
Short-term loan from bank |
|
- |
|
1,152 |
|
Current maturities - per a. above |
|
4,293 |
|
2,391 |
|
|
|
|
|
|
|
|
|
5,671 |
|
5,431 |
c. 1. In September 2016 DekelOil CI SA signed a long-term financing facility agreement with a consortium of institutional investors arranged by SOGEBOURSE for a long-term loan of up to FCFA 10 billion (approximately €15.2 million). Of this amount, FCFA 5.5 billion (approximately €8.4 million) was utilized to refinance the West Africa Development Bank ("BOAD") loan The loan is repayable over 7 years in fourteen semi annual payments. And bears interest at a rate of 6.85% per annum.
On 22 October 2016 SOGEBOURSE transferred the funds and the BOAD loan was repaid in full.
On 1 February 2018 the DekelOil CI SA drew down a second tranche of FCFA 2.8 billion (€4.34 million) from its FCFA 10 billion (€15.2 million) long-term Syndicated Loan Facility with Sogebourse CI. On the same terms as the first tranche. Part of the funds were used to repay a short-term loan in the amount of €1,524 thousand and a long-term loan in the amount of €497 thousand.
2. In October 2018 DekelOil CI SA signed a loan agreement with Societe Ivorienne de Banque ("SIB") for FCFA 400 million (approximately €610 thousand). The loan is for 5 years and bears interest at a rate of 8.2% per annum. One of the boilers in the CPO extraction mill serves as a security for the loan.
3. In July 2019 DekelOil CI SA signed an agreement with AgDevCo Limited ("AgDevCo"), a leading African agriculture sector impact investor for a €7.2 million loan for a term of 10 years, 4 years of principal grace and 6 years of repayment, with a gross interest rate of 7.5% per annum, variable and based on 12-month Euro Short Term Rate published by the European Central Bank (which replaced the Euro Libor used previously) plus a pre-defined spread, and collared with a minimum rate of 6% per annum and a maximum rate of 9% per annum. In August 2022 DekelOil CI SA repaid €3.6 million out of the €7.2 million. Following this repayment, it was agreed that the interest will be fixed at 7% per annum, and that the remaining loan will be paid in 4 equal annual instalments starting in July 2024. It was also agreed that all financial covenants were canceled. The fixed assets of DekelOil CI SA serves as a security for this loan.
NOTE 10:- LOANS (Cont.)
4. On 7 July 2020 DekelOil CI SA signed a loan agreement with Banque Gabonaise Francaise International ("BGFI") for FCFA 800 million (approximately €1,220 thousand). The loan is for 5 years and bears interest at a rate of 7.25% per annum.
5. On 16 March 2016 Capro CI SA signed a loan agreement with the Bank of Investment and Development of CEDEAO ("EBID") according to which EBID agreed to grant Capro CI SA a facility of 3,000 million FCFA (€ 4,573 thousand). During 2022 Capro CI SA made the last withdrawal under this loan agreement ayth the amount of €520.
The EBID loan shall bear interest at a rate of 8.5% per annum. The loan has a tenure of seven years and shall be repaid in 20 quarterly installments over five years, commencing after a grace period on principal payments of two years. Principal payments start in January 2022. According to the loan agreement as a security for this loan there is a lien over the equipment of Capro CI SA and an amount of €97 thousand has been deposited in a bank by Capro CI SA (non-current bank deposits).
6. In 2018 Capro CI SA signed a loan agreement with NSIA bank, Togo ("NSIA Togo") according to which NSIA Togo agreed to grant Capro CI SA a facility of 1,500 million FCFA (€ 2,278 thousand).
NSIA Togo loan shall bear interest at a rate of 7.25%% per annum. The loan has a tenure of seven years and shall be repaid in 20 quarterly installments over five years, commencing after a grace period on principal payments of two years from the first withdrawal made on 20 February 2020. As a security for this loan there is a lien over the equipment of Capro CI SA and an amount of €49 thousand has been deposited in a bank by Capro CI SA (non-current bank deposits).
7. On 30 March 2020 Capro CI SA signed a loan agreement with NSIA bank Cote d'Ivoire ("NSIA") according to which NSIA agreed to grant Capro CI SA a facility of 500 million FCFA (€ 762 thousand).
NSIA loan shall bear interest at a rate of 7.25% per annum. The loan is for two years with one year grace period on principal payments. The loan was fully repaid in 2022.
In August 2022 Capro CI SA signed a new loan agreement with NSIA for the same amount. The loan will bear interest at a rate of 7.75%. The loan is for two years with one year grace period on principal payments.
8. On 3 February 2020 Capro CI SA signed a loan agreement with Banque Gabonaise Francaise International ("BGFI") for FCFA 1,000 million (approximately €1,542 thousand). The loan shall bear interest at a rate of 7.5% per annum. The loan has a tenure of seven years and shall be repaid in monthly installments over five years, commencing after a grace period on principal payments of two years from the first withdrawal made in September 2020. According to the loan agreement as a security for this loan an amount of €114 thousand has been deposited in a bank by Capro CI SA (non-current bank deposits).
NOTE 10:- LOANS (Cont.)
9. On 25 January 2021 DekelOil CI SA signed an agreement with Hudson for issuance of a long-term bond of up to 10,000 million FCFA )€15.2 million(. The first tranche of 3,930 million FCFA (€ 6 million) was received on 27 January 2021, and the second tranche of 6 billion FCFA )€9.1 million) was received on 24 July 2022. The bond is for 7 years with a 3-year grace for principal repayments. The first tranche of the bond bears annual interest of 7.75% and the second tranche of the bond bears annual interest of 7.25%. According to the agreement DekelOil CI SA accumulates the funds for each payment prior to each payment by a monthly payment to be made for that purpose to a designated deposit account. In addition, a fixed amount has been deposited in a separate bank account. As of 31 December, 2022, the current deposit amounts to €649 thousand (2021 - € 283 thousand) and the non-current deposit amounts to €588 thousand (€239 thousand), respectively.
10. In August and in October 2022 a subsidiary of the Company signed two loan agreements for two vehicles in the amount of €148 thousand (denominated in NIS). The loan is for 5 years with annual interest of 4.2% which is linked to the prime interest rate in Israel.
11. The Company has a line of credit of €3 million from various banks in Cote d'Ivoire. The lines of credit are revolving annually and bear an annual interest rate of 7.75%
NOTE 11:- EQUITY
a. Composition of share capital:
|
|
|
31 December |
|
31 December |
||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
Authorized |
|
Issued and outstanding |
||||
|
|
|
Number of shares |
||||||
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of € 0.0003367 par value each |
|
1,000,000,000 |
|
1,000,000,000 |
|
557,373,476 |
|
535,863,569 |
Each Ordinary share confers upon its holder voting rights, the right to receive cash and share dividends, and the right to share in excess assets upon liquidation of the Company.
Commencing from December 2019, pursuant to his remuneration contract, the General Manager of the company's subsidiary, shall be issued 400,000 Ordinary Shares per year at par value over the next 3 years, vesting on a monthly basis. The fair value of the Ordinary shares to be issued at the date of grant amounts to € 34 thousand. As of 31 December 2022, all 1,200,000 Ordinary shares are fully vested. 800,000 Ordinary shares were issued to the General Manager in 2022.
On 29 January 2021, the Company raised equity totaling to £3.3 million (€3.7 million, (net of £0.23 million (€0.26 million) fund raising costs) through the placing of 70,000,000 new Ordinary Shares at an issue price of 5 pence per share.
On 8 February 2021, the Company signed an agreement to purchase an additional 16.7% of Pearlside for a total consideration of £1.062 million (€1.2 million), of which £354,000 (€403 thousand) was settled via the issue of 7,080,000 new Ordinary shares at 5 pence per share - see Note 6.
In 2021 (January and September) the Company issued 1,656,029 ordinary shares to certain brokers in consideration for services provided. The fair value of the shares issued amounting to € 64 thousand was recorded in general and administrative expenses.
In 2022 the Company issued 645,037 ordinary shares to certain brokers and suppliers in consideration for services provided and issued 496,169 ordinary shares to a director as a remuneration for his services. The fair value of the shares issued amounting to € 44 thousand was recorded in general and administrative expenses.
See Note 6 for details of issuance of 19,968,701 Ordinary shares valued at €714 thousand (based on the market price of the shares) upon acquisition of non-controlling interest in Pearlside.
NOTE 11:- EQUITY (Cont.)
b. Share option plan:
As of 31 December 2022 and 2021 there are 35,522,314 options outstanding to purchase Ordinary shares at a weighted average exercise price of €0.033.
There are 5,866,667 options outstanding with a weighted average exercise price of €0.023 that may only be exercised if at any point following the date of grant, the 30-day Volume Weighted Average Price of the Ordinary Shares achieves a price per share equal to or exceeding 6.0 pence. This condition has not been met as of 31 December 2022.
Accordingly, as of 31 December 2022 and 2021 there are 29,655,647 options that are exercisable at a weighted average exercise price of €0.035.
During 2022 and 2021, no options were granted, exercised, forfeited or expired.
c. Capital reserve:
The capital reserve comprises the contribution to equity of the Company by the controlling shareholders.
NOTE 12:- REVENUES
a. Substantially all the revenues are derived from the sales of Palm Oil, Palm Kernel Oil and Palm Kernel Cake in Cote d'Ivoire, see also Note 19.
b. Major customers:
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
Revenues from major customers which each account for 10% or more of total revenues reported in the financial statements: |
|
|
|
|
|
Customer A - |
|
9,403 |
|
23,925 |
|
Customer B - |
|
8,811 |
|
5,241 |
NOTE 13:- FAIR VALUE MEASUREMENT
The fair value of accounts and other receivables, loans, and trade and other payables approximates their carrying amount due to their short-term maturities. The fair value of long-term loans with a carrying amount of €32,164 thousands and €26,953 thousands (including current maturities) as of 31 December, 2022 and 2021, respectively, approximates their fair value (level 3 of the fair value hierarchy).
NOTE 14:- INCOME TAXES
a. Tax rates applicable to the income of the Company and its subsidiaries:
The Company and its subsidiaries, CS DekelOil Siva Ltd and Pearlside Holdings Ltd, were incorporated in Cyprus and are taxed according to Cyprus tax laws. The statutory tax rate is 12.5%.
The carryforward losses (which may be carried forward indefinitely) of the Company are approximately €31 thousand, of CS DekelOil Siva Ltd are approximately €20 thousand, and of Pearlside are approximately €12 thousand.
The subsidiary, DekelOil CI SA, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. Based on its investment plan, DekelOil CI SA received a full tax exemption from local income tax, "Tax on Industrial and Commercial profits," for the thirteen years starting 1 January 2014, 50% tax exemption for the fourteenth year and 25% tax exemption for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment plan, which the Group has met.
The subsidiary, Capro CI SA, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. Based on its investment plan, Capro CI SA received a full tax exemption from local income tax, "Tax on Industrial and Commercial profits," for the thirteen years starting from commencement of production, 50% tax exemption for the fourteenth year and 25% tax exemption for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment plan, which the Group is expecting to meet.
The subsidiary DekelOil Consulting Ltd was incorporated in Israel and is taxed according to Israeli tax laws.
b. Tax assessments:
The Company's subsidiaries, DekelOil CI SA and Capro CI SA received a final tax assessment through 2020 and 2019 respectivly.
As of 31 December 2022, the Company and all its other subsidiaries had not yet received final tax assessments. For DekelOil Consulting LTD the tax assessment prior to 2014 is deemed to be final.
c. The tax expense during the year ended 31 December, 2022, relates to tax of the Company's subsidiaries DekelOil CI SA and DekelOil Consulting Ltd.
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
Year ended 31 December |
||
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Euros in thousands |
||
|
a. |
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of fruit |
|
19,072 |
|
23,064 |
|
|
Maintenance and other operating costs |
|
3,092 |
|
3,251 |
|
|
Salaries and related benefits |
|
1,788 |
|
1,937 |
|
|
Depreciation |
|
1,304 |
|
1,684 |
|
|
Cultivation and nursery costs |
|
717 |
|
588 |
|
|
Vehicles |
|
212 |
|
356 |
|
|
|
|
26,185 |
|
30,880 |
|
b. |
General and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and related benefits |
|
1,741 |
|
1,610 |
|
|
Subcontractors |
|
515 |
|
452 |
|
|
Legal, accounting, and professional fees |
|
274 |
|
378 |
|
|
Depreciation |
|
250 |
|
204 |
|
|
Office expenses |
|
182 |
|
160 |
|
|
Travel expenses |
|
167 |
|
84 |
|
|
Vehicle maintenance |
|
148 |
|
118 |
|
|
Insurance |
|
111 |
|
168 |
|
|
Brokerage and nominated advisor fees |
|
56 |
|
99 |
|
|
Share-based compensation |
|
- |
|
271 |
|
|
Other |
|
401 |
|
325 |
|
|
|
|
|
|
|
|
|
|
|
3,845 |
|
3,869 |
|
c. |
Finance cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on loans (*) |
|
1,675 |
|
1,438 |
|
|
Bank fees |
|
638 |
|
400 |
|
|
Exchange rate differences |
|
162 |
|
(112) |
|
|
|
|
|
|
|
|
|
|
|
2,475 |
|
1,726 |
|
|
*) Net of interest capitalized of €434 thousand (2021 - €827 thousand). |
NOTE 16:- INCOME (LOSS) PER SHARE
The following reflects the income (loss) and share data used in the basic and diluted earnings per share computations:
|
|
|
Year ended 31 December |
||||
|
|
|
2022 |
|
2021 |
|
|
|
|
|
Euros in thousands |
||||
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to equity holders of the Company |
|
(833) |
|
757 |
|
|
|
Weighted average number of Ordinary shares used for computation of: Basic earnings (loss) per share |
|
537,209,718 |
|
528,368,244 |
||
|
|
|
|
|
|
||
|
Diluted earnings (loss) per share |
|
537,209,718 |
|
529,217,521 |
||
In 2022, share options are excluded from the calculation of diluted loss per share as their effect is antidilutive.
NOTE 17:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
|
|
|
|
Year ended 31 December |
||
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Euros in thousands |
||
|
a. |
Balances: |
|
|
|
|
|
|
Current: Other accounts payable |
|
286 |
|
452 |
|
|
Non-current: Loan from shareholder (see Note 6) |
|
630 |
|
- |
|
|
|
|
|
|
|
|
b. |
Compensation of key management personnel of the Company: |
|
|
|
|
|
|
Short-term employee benefits |
|
820 |
|
801 |
|
|
Share-based compensation |
|
- |
|
224 |
c. Significant agreements with related parties:
1. In February 2008, DekelOil Consulting Limited ("Consulting") signed an employment agreement with a shareholder, who is a director of the Company, the CEO of the Company and the chairman of the Board of Directors of DekelOil CI SA. Under the employment agreement, the CEO is entitled to a monthly salary of € 20,000 per month. The agreement is terminable by the Company with 24 months' notice. The total annual salary, social benefits, bonuses and management fee paid to the CEO during 2022 and 2021 was approximately €239 thousand and €217 thousand, respectively.
2. In March 2008, DekelOil Consulting Limited signed an employment agreement with a shareholder, who is a director of the Company, its Deputy CEO and Chief Financial Officer. The agreement was amended on 11 July 2014, by the board of the subsidiary to reflect the same salary terms as those of the CEO described in c (1) above. The total annual salary and social benefits paid to the employee during 2022 and 2021 was approximately €239 thousand and €217 thousand, respectively.
NOTE 18:- FINANCIAL INSTRUMENTS
a. Classification of financial liabilities:
The financial liabilities in the statement of financial position are classified by groups of financial instruments pursuant to IFRS 9:
|
|
|
31 December |
|
||
|
|
|
2022 |
|
2021 |
|
|
|
|
Euros in thousands |
|
||
|
Financial liabilities measured at amortized cost: |
|
|
|
|
|
|
Trade and other payables |
|
5,211 |
|
4,022 |
|
|
Short-term loans |
|
1,378 |
|
3,040 |
|
|
Long-term lease liabilities |
|
128 |
|
169 |
|
|
Loan from shareholder |
|
630 |
|
- |
|
|
Loan from non-controlling interest |
|
- |
|
915 |
|
|
Long-term loans (including current maturities) |
|
31,534 |
|
26,947 |
|
|
|
|
|
|
|
|
|
Total |
|
38,881 |
|
35,093 |
|
b. Financial risks factors:
The Group's activities expose it to market risk (foreign exchange risk).
Foreign exchange risk:
The Company is exposed to foreign exchange risk resulting from the exposure to different currencies, mainly, NIS and GBP. Since the FCFA is fixed to the Euro, the Group is not exposed to foreign exchange risk in respect of the FCFA. As of December 31, 2022, the foreign exchange risk is immaterial.
Liquidity risk:
The table below summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted payments (including interest payments):
31 December 2022
|
|
|
Less than one year |
|
1 to 2 years |
|
2 to 3 years |
|
3 to 4 years |
|
4 to 5 years |
|
> 5 years |
|
Total |
|
|
|
Euros in thousands |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans (1) |
|
6,519 |
|
6,942 |
|
6,487 |
|
7,931 |
|
5,423 |
|
3,262 |
|
36,564 |
|
Loan from shareholder |
|
- |
|
- |
|
- |
|
- |
|
- |
|
915 |
|
915 |
|
Short-term loan |
|
1,378 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,378 |
|
Trade payables and other accounts payable |
|
5,211 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
5,211 |
|
Long-term lease liabilities |
|
44 |
|
44 |
|
44 |
|
44 |
|
34 |
|
1,350 |
|
1,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,152 |
|
6,986 |
|
6,531 |
|
7,975 |
|
5,457 |
|
5,527 |
|
45,627 |
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
31 December 2021
|
|
|
Less than one year |
|
1 to 2 years |
|
2 to 3 years |
|
3 to 4 years |
|
4 to 5 years |
|
> 5 years |
|
Total |
|
|
|
Euros in thousands |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans (1) |
|
4,117 |
|
3,269 |
|
4,563 |
|
4,447 |
|
4,225 |
|
10,937 |
|
31,558 |
|
Loan from non-controlling interest |
|
915 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
915 |
|
Short-term loan |
|
3,040 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
3,040 |
|
Trade payables and other accounts payable |
|
4,022 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,022 |
|
Long-term lease liabilities |
|
30 |
|
15 |
|
15 |
|
15 |
|
15 |
|
1,365 |
|
1,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,124 |
|
3,284 |
|
4,578 |
|
4,462 |
|
4,240 |
|
12,302 |
|
40,990 |
Movement in financial liabilities:
|
|
|
Short term loans |
|
Long term loans (1) |
|
Lease liabilities |
|
Loan from non-controlling interest (2) |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 1 January 2021 |
|
2,437 |
|
23,291 |
|
192 |
|
- |
|
23,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipt of short-term loan |
|
3,040 |
|
- |
|
- |
|
915 |
|
3,955 |
|
Repayment of long-term lease |
|
- |
|
- |
|
(23) |
|
- |
|
(23) |
|
Repayment of loans |
|
(2,437) |
|
(2,339) |
|
- |
|
- |
|
(4,776) |
|
Receipt of long-term loans |
|
- |
|
5,991 |
|
- |
|
- |
|
5,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2021 |
|
3,040 |
|
26,943 |
|
169 |
|
915 |
|
28,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipt of short-term loan |
|
1,378 |
|
- |
|
- |
|
- |
|
1,378 |
|
Receipt of long-term loan |
|
|
|
(4,591) |
|
|
|
|
|
(4,591) |
|
Repayment of long-term lease |
|
|
|
|
|
(41) |
|
|
|
(41) |
|
Repayment of loans |
|
(3,040) |
|
|
|
- |
|
- |
|
(3,040) |
|
Loan discount (2) |
|
|
|
|
|
|
|
285 |
|
285 |
|
Receipt of long-term loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2022 |
|
1,378 |
|
31,534 |
|
128 |
|
630 |
|
33,670 |
1) Including current maturities and accrued interest.
2) 2022 - loan from shareholder, see Note 6.
NOTE 19:- OPERATING SEGMENTS
a. General:
The operating segments are identified based on information that is reviewed by the Company's management to make decisions about resources to be allocated and assess its performance. Accordingly, for management purposes, the Group is organized into two operating segments based on the two business units the Group has. The two business units are incorporated under two separate subsidiaries of the Company, the CPO production unit is incorporated under CS DekelOil Siva Ltd and its subsidiary and the RCN processing plant in commissioning stage is incorporated under Pearlside Holdings Ltd and its subsidiary (see Note 1).
NOTE 19:- OPERATING SEGMENTS (Cont.)
Segment performance (segment income (loss)) and the segment assets and liabilities are derived from the financial statements of each separate group of entities as described above. Unallocated items are mainly the Group's headquarter costs, and taxes on income.
b. Reporting operating segments:
|
|
|
Crude Palm Oil |
|
Raw Cashew Nut |
|
Unallocated |
|
Total |
|
|
|
Euros in thousands |
||||||
|
Year ended 31 December 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues-External customers |
|
30,459 |
|
746 |
|
- |
|
31,205 |
|
|
|
|
|
|
|
|
|
|
|
Segment operating profit (loss) |
|
3,727 |
|
(1,430) |
|
(1,122) |
|
1,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance cost |
|
(2,182) |
|
(265) |
|
(28) |
|
(2,475) |
|
Other income |
|
103 |
|
- |
|
- |
|
103 |
|
Profit (loss) before taxes on income |
|
1,648 |
|
(1,695) |
|
(1,150) |
|
(1,197) |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
1,383 |
|
146 |
|
25 |
|
1,554 |
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues-External customers |
|
37,391 |
|
- |
|
- |
|
37,391 |
|
|
|
|
|
|
|
|
|
|
|
Segment operating profit (loss) |
|
3,830 |
|
(391) |
|
(797) |
|
2,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance cost |
|
(1,805) |
|
(5) |
|
84 |
|
(1,726) |
|
Profit before taxes on income |
|
2,844 |
|
(396) |
|
(1,532) |
|
916 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
1,861 |
|
- |
|
27 |
|
1,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude Palm Oil |
|
Raw Cashew Nut |
|
Unallocated |
|
Total |
|
|
|
Euros in thousands |
||||||
|
As of 31 December 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
36,389 |
|
18,291 |
|
- |
|
54,680 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
28,427 |
|
10,927 |
|
- |
|
39,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of 31 December 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
35,368 |
|
16,307 |
|
- |
|
51,675 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
24,397 |
|
10,943 |
|
- |
|
35,340 |
|
|
|
|
|
|
|
|
|
|
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