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Turpaz Industries Ltd.

Quarterly Report Aug 20, 2023

7098_rns_2023-08-20_6ca2ffde-3647-4735-b96b-d82fd09ae379.pdf

Quarterly Report

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Turpaz Industries Ltd.

Periodic report for the quarter ended June 30, 2023

This is an English translation of a Hebrew Periodic report that was published on August 20, 2023 (reference no.: 2023-01-077212) (hereafter: the "Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Table of Contents

Chapter Page
A.
Board of Directors' Report on the State of the Corporation's Affairs
A-1
B.
Financial Statements as of June 30, 2023
B-1
C. Managers' statements C-1

Directors' Report on the State of the Corporation's Affairs For the period ended June 30 2023

The Company's Board of Directors is pleased to submit the Board of Directors' Report on the state of affairs of Turpaz Industries Ltd. (hereinafter - the "Company"), for the six and three months ended June 30 2023, all in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970.

This report was drawn out assuming that the Description of the Corporation's Business chapter as included in Chapter A to the 2022 Periodic Report, which was published on March 27, 2023 (Ref. No.: 2023-01-027910) (hereinafter - the "2022 Periodic Report") is available to the reader. Unless otherwise stated, terms included in this report shall have the meaning assigned to them in the 2022 Periodic Report.

Part A - Board of Directors' Explanations to the State of the Corporation's Affairs, Operating Results, Shareholders' Equity and Cash flows

1. General

The Company was incorporated and registered in Israel as a private company limited by shares on February 10 2011.

On May 23, 2021, the Company completed an IPO, its shares were listed on the Tel Aviv Stock Exchange (hereinafter - the "Stock Exchange"), and it became a publicly-traded company, as this term is defined in the Companies Law, 1999.

The Company operates, independently and through its subsidiaries ("Turpaz" or the "Group"), in the development, production, marketing and sale of fragrances, used in the production of cosmetics, toiletries, personal care, air care & odor neutralizers products; natural and synthetic sweet and savory taste extracts, seasonings, unique functional solutions for the field of banking, and gluten free flours, which are used mainly in the production of food and beverages, specialty fine ingredients for the pharma and the agro and fine chemicals industries, and citrus products and aromatic chemicals for the flavor and fragrance industry.

The Turpaz Group has an extensive and diversified range of products, which are developed and produced in the Group's plants across the world. As of the report's publication date, the Group develops, produces, markets and sells products to more than 2,000 customers in more than 40 countries across the world, and operates approx. 14 manufacturing facilities, including R&D centers, laboratories and sales, marketing and regulation offices in Israel, the USA, Poland, Belgium, Vietnam, Latvia, Romania and Hungary which employ 485 employees.

Set forth below are the key operating results and business environment of Turpaz for the first half and second quarter of 2023:

  • The complex global economy was characterized by inflation and interest rate hikes in capital markets. The increase in inflation rates, coupled with a lack of economic certainty in the markets, caused customer destocking in the Company's areas of activity, along with a rise in raw material prices worldwide. According to industry projections, these trends are expected to weaken in the coming months .The Company estimates that once customer destocking ends, it will lead to improvement in growth, profit, and profitability.
  • In the first half of 2023, Turpaz' sales increased by approx. 6.6% and amounted to USD 61.5 million, compared with a total of USD 57.7 million in the corresponding half last year. The change stems from growth due to acquisition of companies and activities, which were completed since 2022 through the date of this report, and from organic growth1 of 3.6% in the fragrances segment, which was partially offset against an organic decline of 2.5% in the tastes segment, and against an organic decline of 8.8% in the specialty ingredients segment - a total organic decline of 2.7%.

The decline in the tastes segment arises mainly from the subsidiary SDA; in view of intensified competition and the entry of new players to the market, the company started improvement processes and reduction of sales to customers generating low levels of profitability, alongside destocking among customers in this segment. The decline in the specialty ingredients segment also stems from the continued destocking trend among customers in this segment due to interest rates hikes across the world and the economic uncertainty in the markets.

In the second quarter of 2023, Turpaz' sales increased by 1.1% and amounted to USD 30.6 million, compared with a total of USD 30.3 million in the corresponding quarter last year. The change stems from growth due to acquisition of companies and activities, which were completed since 2022 and through the date of this report, and from organic growth of 0.1% in the specialty ingredients segment, which was offset against an organic decline2 of 5.6% in the fragrances segment, and against an organic decline of 9.4% in the tastes segment - a total organic decline of 6.6%.

In the first half of 2023, gross profit increased by 3.0%, and amounted to USD 23.0 million compared with USD 22.4 in the corresponding half last year. In the second quarter of 2023, gross profit decreased by 3.8%, and amounted to USD 11.2 million compared with USD 11.7 million in the corresponding period last year, mainly due to decrease in organic sales, alongside fixed expenses, the increase in energy prices compared with the corresponding quarter last year, and an increase in employees' payroll expenses.

1 Organic growth/decline - after deduction the effect of exchange rates, on a pro-forma basis, assuming that the acquisitions that were completed in 2022 and in the first half of 2023 were consolidated in the financial statements as from January 1 2022.

2 Organic growth/decline - see footnote 1 above.

  • In the first half of 2023, operating profit decreased by 17.6% and amounted to USD 7.8 million compared with USD 9.5 million in the corresponding half last year. In the second quarter of 2023, operating profit decreased by 25.7% and amounted to USD 3.7 million compared with USD 5.0 million in the corresponding period last year, mainly due to an organic decline in sales and amortization of intangible assets.
  • In the first half of 2023, net income decreased by 32.7% and amounted to USD 5.5 million compared with USD 8.2 million in the corresponding half last year. In the second quarter of 2023, net income decreased by 40.7%, and amounted to USD 2.5 million compared with USD 4.2 million in the corresponding period last year.
  • In the first half of 2023, adjusted EBITDA3 decreased by 5.2% and amounted to USD 12.6 million compared with USD 13.3 million in the corresponding half last year. In the second quarter of 2023, adjusted EBITDA decreased by 13.8% and amounted to USD 6.0 million compared with USD 7.0 million in the corresponding period last year. The change stems mainly from the organic decline in sales.
  • The Group's strong equity structure, low leverage levels, its USD 15.0 million cash balance and low debt level of USD 8.0 million as of June 30, 2023, the USD 5.0 million in cash flow from operating activities for the second quarter of 2023, the backing from leading financial institutions in Israel and across the world, the enhancement of management and the implementation of managerial infrastructures are expected to enable the continued implementation of the Group's combined growth strategy, which is based on organic growth and mergers and acquisitions, which are synergistic to the Group's activity.
  • Turpaz acquired two companies since the beginning of 2023 and completed nine acquisitions since its issuance on the Stock Exchange in May 2021.

Turpaz Group is engaged in the following three segments:

The fragrances segment - in this segment, Turpaz Group is engaged in the development, production, marketing and sale of natural and synthesized fragrance extracts for customers in the cosmetics, toiletries, detergents, wet wipes, scented candles, hair care, air care & odor neutralizers industries for hotels and households. Furthermore, Turpaz Group operates to manufacture specialty ingredients of high added value, whose purpose is to conceal bad odors, and give and enhance desired scents in consumer or industrial products. The fragrance extracts developed by the perfumers are tailored to customers' requirements while creating long-term relationship between Turpaz Group and its customers across the world. When they select a supplier, customers focus on the suppliers' innovation capabilities, uniqueness, reliability, the quality and excellence of their

3 Adjusted EBITDA means - earnings before interest, taxes, depreciation and amortization, net of non-recurring expenses in respect of acquisition of companies.

services and their knowledge of the needs of the customers for whom the specialty extracts were developed.

The tastes segment - as part of the flavors segment, Turpaz Group is engaged in the development, production, sale and marketing of natural and synthesized, sweet and savory flavor extracts, seasonings and gluten free flours, which are used mainly in the production of food, including meat and egg substitutes, plant-based solutions, snacks, ready-made meals, dairy products, ice creams, pharmaceuticals, food and organic colorings for the animal food, beverages and food supplements industries, all tailored to meet customers' needs. Furthermore, the Group develops extracts and mixtures that allow the production of "clean label" products, reducing quantities of fat, salt and sugar in snacks, food products and beverages, while retaining the desired taste and texture of those products.

Specialty fine ingredients segment - in this segment, Turpaz Group is engaged in the development, production, marketing and sale of specialty fine ingredients used as intermediates and raw materials in the pharma industry, fine specialties ingredients used in various manufacturing processes to be used in a range of industries, mainly flavors and fragrances, agrochemicals, polymers and catalysts, and citrus products and aromatic chemicals for the flavor and fragrance industry. Turpaz Group's activity in this field focuses on the production of high-quality products of high added value.

Furthermore, the Turpaz Group has the capability to develop and produce custom-made products to its customers in this segment, through its development, production and engineering department; the Group also has the capability to improve the manufacturing processes of intermediates for the pharma industry in accordance with the required regulations.

Combined growth strategy -

Turpaz Group's strategy is based on combined growth that includes targets of double-digit growth and improvement of the Group's geographic deployment through organic growth and through M&As of activities that are synergetic to Turpaz's activity, while leveraging the synergies between Group companies in the areas of sales, procurement, development, marketing and compliance with regulatory requirements, which contribute to the improvement in profits and profitability. The Company continues assessing on an ongoing basis some options to acquire additional companies, noting the market conditions and the expected contribution from the acquisition, as estimated by the Company.

Turpaz Group operates in accordance with an orderly plan it developed to achieve the swift integration of the acquired company into the Group and the enhancement of the global management; this includes, among other things, retaining the existing managements of the acquired companies and integrating those managements into Turpaz's management, enhancing the product offering and customer base and integrating Turpaz Group's command and control systems in the cross-selling, R&D, procurement, and finance functions of the acquired companies, in order to achieve swift utilization of synergies. In the opinion of the Company, as of the date of this report, it has not yet utilized the entire potential of the acquisitions it made in the last two years; such full utilization is expected to take place a number of quarters subsequent to the completion of the acquisition.

For information about the business environment and its effect on the Company's activity, see Chapter A to this report, which is attached to the 2022 Periodic Report.

Company's assessments as to the Group's growth rate, demand trends among customers, the destocking trend among segments' customers, the periods during which the potential embodied in the acquisitions will be fulfilled, and as to the integration of the acquired companies into the Group constitutes forward-looking information, as defined in the Securities Law, which is based on Group management's assessments, and may not materialize or materialize in a manner different than expected, as a result of incorrect assessments, changes to the work plan, changes in the market, or the materialization of all or some of the risk factors listed in Section 1.30 to Chapter A to the 2022 Periodic Report.

Acquisitions completed in the first half of 2023:

Acquisition of Food Base

On August 14, 2023, the Company completed - through a wholly-owned subsidiary - the acquisition of 60% of the issued and paid up share capital and voting rights of FOOD Base Kft., a privatelyowned company incorporated in Hungary (hereinafter - "Food Base"), from its sole shareholder (hereinafter - the "Seller") in consideration for Ft 3,300 million (approx. USD 9.3 million), net of 60% of the net debt of Food Base on the transaction completion date, and a future consideration based on Food Base's business performance during 2023-2024. As part of the agreement, Turpaz was awarded a call option to purchase Food Base's remaining shares from the Seller; the option is exercisable starting from 3 years after the transaction's completion date and until the end of 5 years from that date, at a price based on Food Base's business performance during the period from the transaction's completion date through the option's exercise date. For the purpose of the acquisition Turpaz took a short-term bank loan as interim financing which will be replaced by a long-term bank loan. Food Base, which was incorporated in 2004, is engaged in the development, manufacturing, marketing and sale of flavor extracts and plant-based natural extracts for the food and beverages industry, with an emphasis on the field of convenience food, health drinks and snacks, and specialty raw materials for the food supplements industry. Food Base's results shall be consolidated as from the third quarter of 2023.

Acquisition of Aromatique Food

On January 9, 2023, the Company completed - through a wholly-owned subsidiary - the acquisition of 65% of the issued and paid-up share capital and voting rights in Aromatique Food SRL, a privately-owned company incorporated in Romania (hereinafter - "Aromatique"), from its only shareholder (hereinafter - the "Seller") in consideration for RON 17 million (approx. USD 3.6 million). The acquisition agreement includes a (call/put) option to purchase Aromatique's remaining shares by Turpaz; the option is exercisable as from January 1, 2025, at a price based on Aromatique's business performance during the period from January 1, 2023 through the option's exercise date. Aromatique, which was founded in 2013, is engaged in research, development, production, marketing, sale and supply of raw materials and savory flavor functional ingredients for the food industry; Aromatique's sales are mainly made to the Romanian market.

2. Material events in the reporting period and subsequent to balance sheet date

For information regarding material events during and subsequent to the reporting period, see Note 4 to the financial statements.

3. Financial position

The strengthening of the dollar against the shekel as of June 30, 2023, compared with December 31, 2022, net of the effects of the strengthening against the dollar of the other currencies used by the Group caused a decrease in assets and liabilities as of June 30, 2023 compared to December 31, 2022.

Set forth below are key balance sheet data included in the Company's financial statements (in USD thousand)

June 30 June 30 December 31 Company's explanations compared with
2023 2022 2022 December 31 2022
Current assets 72,370 91,769 89,913 The change stemmed mainly from a USD 20.7 million
decrease in cash as a result of the USD 5 million in
dividend paid in the second quarter of 2023, a USD 9.2
million decrease in respect of repayment of credit and
liabilities, and a USD 3.6 million decrease in respect
of the completion of a company in the first quarter of
2023.
Non-current
assets
132,232 95,954 124,267 The increase stems mainly from the acquisition of
Aromatique, which was completed in the first quarter
of 2023, and from an increase in property, plant and
equipment and right-of-use assets.
Total assets 204,602 187,723 214,180
Current liabilities 33,202 35,437 46,674 The change arises mainly from a USD 6 million
repayment of short-term credit, a USD 4.8 million
decrease in the trade payables, and a decrease in other
payables balances.
Non-current
liabilities
66,842 63,137 63,981 The increase stems mainly from a recognition of a
liability in respect of the put option for the purchase of
the
remaining
shares
of
Aromatique,
whose
acquisition was completed in the first quarter of 2023,
and from an increase in the lease liability.
Total equity 104,558 89,149 103,525 The increase arises mainly from a USD 5.5 million net
income for the period, net of a USD 5 million dividend
to the shareholders in respect of 2022, expenses in
respect of options, and translation differences due to
changes in exchange rates of currencies.
Total liabilities
and equity
204,602 187,723 214,180

4. Operating results

4.1. Set forth below is an analysis of the operating results for the six months ended June 30 2022 and 2023 in accordance with the financial statements, and the explanations for the key changes in those data (in USD thousand):

Line item For the
six
months
ended
June 30,
2023
For the six
months
ended June
30, 2022
For the
year ended
December
31, 2022
Company's explanations compared to the corresponding period
last year
Revenues from sales 61,540 57,710 118,556 Revenues from sales increased by approx. 6.6%; the increase stems from
acquisitions completed in 2022 and in the first half of 2023 and is
partially offset against a 4 6.6% organic decrease and the effect of
exchange rate that reduced the sales by 1.2%.
Cost of sales 38,506 35,346 70,897 The gross profit increased by approx. 3.0%, mainly in view of the
increase of revenues from sales. Profitability declined mainly due to the
Gross profit
(% of sales)
23,034
37.4%
22,364
38.8%
47,659
40.2%
organic decrease in sales, alongside fixed expenses, increase in energy
prices and in employees' payroll expenses.
Research and development
expenses
(% of sales)
2,297
3.7%
1,502
2.6%
3,607
3.0%
The increase stems from continued investment in the development of
new products, the improvement of existing products, the acquisitions
completed in 2022 and the first half of 2023, and the amortization of
intangible assets in respect of these acquisitions.
Selling and marketing
expenses
(% of sales)
5,099
8.3%
4,514
7.8%
10,016
8.4%
The increase stems mainly from acquisitions completed in 2022 and the
first half of 2023, and the amortization of intangible assets in respect of
these acquisitions.
General and administrative
expenses
(% of sales)
7,494
12.2%
6,864
11.9%
15,055
12.7%
The increase stems from an increase in the number of employees as a
result of acquisition of companies completed in 2022 and in the first half
of 2023, and from recruitment of management teams and strengthening
of the Company's headquarters, in order to support Turpaz Group's
global growth strategy.
Other expenses (income) 304 (27) (8,349) Mainly one-off expenses in respect of the acquisition of companies and
closure of a site in the USA
Income from ordinary
operations
(% of sales)
7,840
12.7%
9,511
16.5%
27,330
23.1%
The change stems mainly from the organic decrease in sales and the
reasons described above in this table.
Income from ordinary
operations, net of one-off
profit arising from the fire.
7,840
12.7%
9,511
16.5%
19,153
16.2%
Finance expenses, net 1,269 458 1,513 The increase stems mainly from non-cash finance expenses in respect of
put options, and finance expenses in respect of leases.
Taxes on income 1,052 854 4,486 The change stems mainly from decrease in tax expenses during
corresponding period last year due to creation of deferred tax on past
losses.
Net income for the
period
(% of sales)
5,519
9.0%
8,199
14.2%
21,331
18.0%
The decrease in the net income rate stems mainly from the reasons
described above .
EBITDA5 12,343 13,092 35,039 Adjusted EBITDA decreased by5.2% compared with the corresponding
Adj. EBITDA6
(% of sales)
12,620
20.5%
13,308
23.1%
26,862
22.7%
period last year. The decrease in the rate of adjusted EBITDA stems
from the reasons listed above in this table.

4 See footnote 1 above. 5 EBITDA means - earnings before interest, taxes, depreciation and amortization. This is a data normally used to measure the operational efficiency of companies.

6Non-recurring expenses in the first half of 2023 included legal expenses and other expenses in respect of acquisition of activities and closing of a site during the reporting period, amounting to USD 277 thousand.

4.2. Set forth below is an analysis of the operating results for the three months ended June 30, 2022 and 2023 in accordance with the financial statements, and the explanations for the key changes in those data (in USD thousand):

Line item For the
three
months
period
ended
June 30,
2023
For the
three
months
period
ended June
30, 2022
Company's explanations compared to the corresponding
period last year
Revenues from
sales
30,626 30,305 Revenues from sales increased by approx. 1.1%; the increase
stems from acquisitions completed in 2022 and in the first half of
2023, and is partially offset against a 7 6.6% organic decrease and
the effect of exchange rate that reduced the sales by 1.2%.
Cost of sales 19,411 18,645 Gross profit declined mainly due to the organic decrease in sales,
Gross profit
(% of sales)
11,215
36.6%
11,660
38.5%
alongside fixed expenses, increase in energy prices and in
employees' payroll expenses.
Research and
development
expenses
(% of sales)
1,203
3.9%
717
2.4%
The increase stems from continued investment in the development
of new products, the improvement of existing products, the
acquisitions completed in 2022 and the first half of 2023, and the
amortization of intangible assets in respect of these acquisitions.
Selling and
marketing expenses
(% of sales)
2,573
8.4%
2,171
7.2%
The increase stems mainly from acquisitions completed in 2022
and the first half of 2023, and the amortization of intangible assets
in respect of these acquisitions.
General and
administrative
expenses
(% of sales)
3,631
11.9%
3,837
12.7%
Similar to
the corresponding period last year
Other expenses
(income)
128 (19) Mainly one-off expenses in respect of the acquisition of
companies and closure of a site in the USA
Income from
ordinary operations
(% of sales)
3,680
12.0%
4,954
16.3%
The change stems mainly from the organic decrease in sales and
the reasons described above in this table.
Finance expenses,
net
694 136 The increase stems mainly from non-cash finance expenses in
respect of put options, and finance expenses in respect of leases.
Taxes on income 474 579 The change stems mainly
from decrease in tax expenses during
corresponding period last year due
to creation of deferred tax on
past losses.
Net income for the
period
(% of sales)
2,512
8.2%
4,239
14.0%
The change stems mainly from the reasons described above .
EBITDA8 5,921 6,879 Adjusted EBITDA decreased by13.8% compared with the
Adj. EBITDA9
(% of sales)
6,026
19.7%
6,990
23.1%
corresponding period last year. The decrease in the rate of
adjusted EBITDA stems from the reasons listed above in this
table.

7 See footnote 1 above. 8 See footnote 6 above.

9 Non-recurring expenses in the second quarter of 2023 included legal expenses and other expenses in respect of acquisition of activities and closing of a site during the reporting period, amounting to USD 105 thousand.

and 2023, by segments (in USD thousand): Segment For the six months ended June 30, 2023 For the six months ended June 30, 2022 For the 12 months period ended December 31, 2022 Company's explanations to changes between H1 2022 and H1 2023 Fragrances segment Revenues 16,107 13,066 27,490 Revenues increased by approx. 23.3%; the increase stems mainly from organic growth of 3.6%, and from the completion of the acquisition of Klabin in the fourth quarter of 2022, and is partially offset from the effects of exchange rates that reduced sales by 3.9%. The profitability of the fragrances segment was impacted by an operational streamlining plan in the USA, which included non-recurring expenses in respect of the closure of the Turpaz USA site that was completed in the reporting period, and the transfer of the manufacturing, development and sales activities to Klabin's site. Operating profit (% of sales) 3,693 22.9% 3,936 30.1% 7,390 26.9%

Revenues 31,807 29,420 59,325 The revenues increased by 8.1%, a change that stems mainly

from acquisitions completed in 2022 and the first half of 2023, and from an organic decline of 2.5%. The effect of exchange rates of foreign currencies reduced sales by 3.1%.

4.3. Set forth below is an analysis of the operating results for the six months ended June 30 2022

Flavors
segment
Operating
profit
(% of sales)
4,275
13.4%
4,400
15.0%
17,667
29.8%
The decrease in profitability stems mainly from a decline in
sales in the subsidiary SDA. In view of intensified
competition and the entry of new players to the market, the
company started improvement processes and reduction of
sales to customers generating low levels of profitability,
alongside destocking among customers in this segment.
Operating
profit, net of
one-off profit
from the fire
(% of sales)
4,275
13.4%
4,400
15.0%
8,873
15.0%
Revenues 13,712 15,224 31,741 Revenues declined by approx. 9.9%; the decrease stems
Specialty
ingredients
segment
Operating
profit
(% of sales)
3,011
22.0%
4,208
27.6%
9,086
28.6%
mainly from an organic decrease of 8.8%, which stems
mainly from the continued decline in customers' inventory
levels due to interest rate hikes across the world and the
economic unclarity in the markets. The effect of exchange
rates of foreign currencies reduced sales by 1.2%.
The change in profitability stems mainly from a decline in
sales, an increase in raw materials prices, alongside fixed
operating costs component.
Unallocated Revenues (86) - -
joint
expenses
Operating
profit
(3,139) (3,033) (6,813)
Revenues 61,540 57,710 118,556
Total Operating
profit
(% of sales)
7,840
12.7%
9,511
16.5%
27,330
23.1%

4.4. Set forth below is an analysis of the operating results for the three months ended June 30 2022 and 2023, by segments (in USD thousand):

Segment For the
three
months
period
ended June
30, 2023
For the
three
months
period
ended June
30, 2022
Company's explanations
Revenues 8,139 7,074 Revenues increased by approx. 15.1%; the increase stems
Fragrances
segment
Operating
profit
(% of sales)
2,111
25.9%
2,143
30.3%
mainly from the acquisition of Klabin in the fourth quarter of
2022 and from a 5.6% organic decrease. The effect of
exchange rates of foreign currencies reduced sales by 1.4%.
The organic decrease in the second quarter arises from an
increase in orders placed by customers in the first quarter of
2023, which had an organic growth of 15.0% on account of the
second quarter.
The profitability of the fragrances segment was impacted by
an operational streamlining plan in the USA, which included
non-recurring expenses in respect of the closure of the Turpaz
USA site that was completed in the reporting period, and the
transfer of the manufacturing, development and sales activities
to Klabin's site.
Flavors
segment
Revenues 15,662 16,222 Revenues declined by 3.5%; the decline stems mainly from an
Operating
profit
1,415
9.0%
2,657
16.4%
organic decease of 9.4%, and from an acquisition completed
in the first quarter of 2023. The effect of exchange rates of
foreign currencies reduced sales by 0.9%.
The decrease in profitability stems mainly from a decline in
sales in the subsidiary SDA. In view of intensified competition
and the entry of new players to the market, the company started
improvement processes and reduction of sales to customers
generating low levels of profitability, alongside destocking
among customers in this segment.
Revenues 6,911 7,009 Revenues declined by approx. 1.4%; the decrease stems
Specialty
fine
ingredients
segment
Operating
profit
1,675
24.2%
2,010
28.7%
mainly from a continued decline in customers' inventory
levels due to interest rate hikes across the world and the
economic unclarity in the markets, and from the effects of the
changes of exchange rates of foreign currencies, which
reduced sales by 1.5%.
The change in profitability stems mainly from an increase in
raw materials prices, alongside
fixed operating costs
component.
Unallocated Revenues (86) -
joint
expenses
Operating
profit
(1,521) (1,856)
Revenues 30,626 30,305
Total Operating
profit
(% of sales)
3,680
12.0%
4,954
16.3%

5. Liquidity

As of June 30, 2023, the Company has a cash balance of USD 14,964 thousand. Set forth below are the key components of the cash flows and the way they were utilized (in USD thousand):

Line item For the six
months
ended June
30, 2023
For the six
months
ended June
30, 2022
For the 12
months
period
ended
December
31, 2022
Company's explanations to changes between
H1 2022 and H1 2023
Net cash provided by operating
activities
218 1,109 31,938 The change arises mainly from a decrease in net
income, which was offset as a result of an
improvement in working capital. It should be
noted that the cash flow from operating activities
in 2022 include proceeds received from the
insurance company in respect of the fire.
Net cash used in investing
activities
(6,277) (14,181) (39,802) The change arises mainly from the completion of
the acquisition of companies in the first half of
2022 at the total amount of USD 10.5 million
compared with USD 3.6 million in the first half
of 2023.
Net cash provided by (used in)
financing activities
(14,192) (7,171) (7,519) The change stems mainly from the repayment of
USD 7.3 million in short-term credit in the first
half of 2023, compared with USD 0.3 million in
the first half of 2022, and a USD 1 million
increase in paid dividend.
Exchange differences in respect of
cash and cash equivalents
(460) (4,182) (4,843)
Total change in cash and cash
equivalents
(20,711) (24,425) (20,226)
Line item For the
three
months
period
ended June
30, 2023
For the
three
months
period
ended June
30, 2022
Company's explanations
Net cash provided by operating activities 4,953 (4,259) The
increase
arises
mainly
from
an
improvement in working capital in the second
quarter
of
2023,
compared
with
the
corresponding quarter last year, from an
increase
in
non-cash
expenses,
mainly
amortization of intangible assets, and an
increase in finance expenses in respect of the
time value of the put options.
Net cash used in investing activities (1,210) (3,985) The decrease in cash flows from investing
activities arises mainly from the completion of
the acquisition of companies in the second
quarter of 2022.
Net cash provided by (used in) financing activities (5,370) (1,068) The increase in cash used in financing activities
stems mainly from a dividend paid in the second
quarter of 2023.
Exchange differences in respect of cash and cash
equivalents
(215) (3,171)
Total change in cash and cash equivalents (1,842) (12,483)

6. Financing sources

The Company funds its activity mainly from its equity, IPO proceeds, cash flows from operating activities and long-term loans. For information about the Company's main financing sources, see Section 1.21 to Chapter A (Description of the Company's Business), and Note 16 to the financial statements attached to the 2022 Periodic Report.

Line item Data as of
June 30 2023
Data as of
December 31 2022
USD
thousand
% of
total
balance
sheet
USD
thousand
% of total
balance sheet
Equity 104,558 51.1% 103,525 48.3%
Other long-term liabilities 65,284 31.9% 59,925 28.0%
Long-term liabilities
from
banks, net of current maturities
1,558 0.8% 4,056 1.9%
Short-term credit 5,940 2.9% 12,036 5.6%
Suppliers credit 14,509 7.1% 19,306 9.0%
Other long-term payables 12,753 6.2% 15,332 7.2%
Total 204,602 100% 214,180 100%

The average amount of the long-term loans in the first half of 2023 was USD 2,807 thousand. The average amount of the short-term credit in the first half of 2023 was USD 8,988 thousand.

As of June 30, 2023, the Company's working capital is USD 39,168 thousand, compared with working capital of USD 56,332 thousand as of June 30, 2022.

As of June 30, 2023, the Company's operating working capital10 is USD 39,770 thousand (32.5% of the sales), compared with operating working capital of USD 29,828 thousand (24.6% of sales) as of June 30, 2022. The change in operating working capital stems mainly from supplier payments in the first half of 2023, which were paid after receipt of insurance proceeds at the end of the fourth quarter of 2022, an increase in the trade receivables balance due to the conclusion of a factoring transaction, and the replenishment of inventories following the fire.

Furthermore, as of June 30, 2023 the Company's net cash balance11 is USD 6,989 thousands.

10Operating working capital means - trade receivable plus the balance of inventory and net of trade payables.

11Cash net of USD 8 million in debt.

Disclosure in accordance with the reportable credit directive:

Original
loan
amount
(NIS
thousand)
Loan
balance
as of
30.6.2023
(NIS
thousand)
Date on
which the
loan was
actually
taken out
Amortization
schedule (loan
principal)
Interest Collaterals
provided in
respect of the
loan
Financial
covenants in
relation to
loan
Credit from an Israeli bank
15,000 6,146 May 2019 Once a quarter
starting in November
2019; the first to the
18th payments will
amount to approx.
NIS 592 thousand,
and the remaining
loan amount shall be
paid in the last
payment in May 2024.
3.1% - Equity to
assets - the
Company's
equity shall not
be lower than
25% of total
assets at any
given time.
10,000 4,121 May 2019 Once a quarter
starting in November
2019; the first to the
18th payments will
amount to approx.
NIS 395 thousand,
and the remaining
loan amount shall be
paid in the last
payment in May 2024.
Prime plus
0.8%
- As of
December 31
2022, the
equity amounts
to 51.1% of
total assets.
Debt coverage
4,000 2,000 February
2021
20 equal quarterly
payments starting in
February 2021.
2.3% See Note 20C
to
the
Company's
ratio - shall not
exceed 3.5 at
any given time.
3,000 1,500 February
2021
20 equal quarterly
payments starting in
February 2021.
Prime plus
0.75%
consolidated
financial
statements
as
of
December
31 2022.
As of March
31 2023, the
debt coverage
ratio is 0.3.

7. The effect of inflation and interest rates

Further to what is stated in Section 1.8.5 to Chapter A to the Company's Annual Report, in the first half of 2023 inflation rates in Israel and across the world continued to rise, and accordingly central banks continued to increase inflation rates in an attempt to curb inflation. In Israel, the Bank of Israel increased its interest rate during the first half, and as of the report's publication date, the interest rate stands at 4.75%. In Europe, the Central European Bank (ECB) increased its interest rate to 4.25% as of the publication date of this report, and in the USA the interest rate increased to 5.50% as of the publication date of this report. As of the report date, the Company does not have material CPI-linked or unlinked loans, and therefore, the above-mentioned changes do not have a material effect on the Company's results.

However, a future increase in the Company's loans balance as part of the Group's combined strategy shall lead to an increase in financing costs, and therefore will affect the Company's financial results.

As of the report date, the Company is unable to assess the future impact of all of the above-mentioned factors, if any, on the markets in which it operates in general and on the Company's activity in particular. However, at this stage, the Company believes that those factors will not have a material effect on its results of operations and the implementation of its strategy.

All assumptions and data listed in this Section above regarding the effect of inflation and interest rates on the Company's results constitute forward-looking forecasts, assessments and estimates, as defined in the Securities Law, which are based on the Company's assessments of developments and current and future events, whose date of occurrence, if any, is uncertain and outside the Company's control. These assessments may not materialize, in whole or in part, or may materialize in a manner different than that expected by the Company, due to, among other things, changes in the economic situation in Israel and in other countries in which the Company operates as part of its operating segments.

For information regarding the social-economic situation in Israel and across the world and the war between Russia and Ukraine, see Section 1.8 to Chapter A to the 2022 Periodic Report.

The Board of Directors wishes to thank the Company's management and its employees for the results achieved in the second quarter of 2023.

Karen Cohen Khazon, CEO and Chairperson of the Board of Directors

_______________________

_______________________ Dr. Israel Leshem, Director12

Date: August 17, 2023

12 Director authorized by the Board of Directors to sign.

Chapter B

Financial Statements as of June 30, 2023

TURPAZ INDUSTRIES LTD.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

UNAUDITED

INDEX

Page
Review of Interim Consolidated Financial Statements 2
Consolidated Statements of Financial Position 3 -
4
Consolidated Statements of Profit or Loss and Other Comprehensive Income 5
Consolidated Statements of Changes in Equity 6 –
8
Consolidated Statements of Cash Flows 9 –
11
Notes to Interim Consolidated Financial Statements 12 -
21

Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A, Tel-Aviv 6492102, Israel

Tel: +972-3-6232525 Fax: +972-3-5622555 ey.com

Auditors' review report to the shareholders of Turpaz Industries Ltd.

Introduction

We have reviewed the accompanying financial information of Turpaz Industries Ltd. and its subsidiaries ("the Company" and "the Group", respectively), which comprises the condensed consolidated statement of financial position as of June 30, 2023 and the related condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the periods of six and three months then ended. The Company's board of directors and management are responsible for the preparation and presentation of interim financial information for these periods in accordance with IAS 34, "Interim Financial Reporting" and are responsible for the preparation of this interim financial information in accordance with Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on this interim financial information based on our review.

We did not review the condensed interim financial information of certain subsidiaries, whose assets included in consolidation constitute approximately 4.3% of total consolidated assets as of June 30, 2023, and whose revenues included in consolidation constitute approximately 6.9% and approximately 7.2% of total consolidated revenues for the periods of six and three months then ended, respectively. The condensed interim financial information of those companies was reviewed by other auditors, whose review reports have been furnished to us, and our conclusion, insofar as it relates to the financial information in respect of those companies, is based on the review reports of other auditors.

Scope of review

We conducted our review in accordance with Standard on Review Engagements (Israel) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" of the Institute of Certified Public Accounts in Israel. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review and the review reports of other auditors, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.

In addition to the abovementioned, based on our review and the review reports of other auditors, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not comply, in all material respects, with the disclosure requirements of Chapter D to the Securities Regulations (Periodic and Immediate Reports), 1970.

Tel-Aviv, Israel August 17, 2023 KOST FORER GABBAY & KASIERER A Member of Ernst & Young Global

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

June 30, December 31,
2023 2022 2022
Unaudited
U.S. dollars
in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 14,964 31,476 35,675
Trade receivables 27,872 24,329 25,164
Other accounts receivable 3,127 13,481 3,082
Inventories 26,407 22,483 25,992
72,370 91,769 89,913
NON-CURRENT ASSETS:
Deferred taxes 520 1,270 515
Property, plant and equipment 23,227 19,024 21,259
Right-of-use assets, net 20,603 15,933 18,563
Intangible assets, net 87,882 *) 59,727 83,930
132,232 *) 95,954 124,267
204,602 *) 187,723 214,180

*) Restated, see Note 5e to the annual consolidated financial statements as of December 31, 2022.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

June 30, December 31,
2023 2022 2022
Unaudited Audited
U.S. dollars
in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Credit from banks and current maturities of long-term
loans from banks and others 5,940 9,026 12,036
Trade payables 14,509 16,984 19,306
Other accounts payable 10,411 6,864 13,048
Short-term liabilities in respect of acquisition
of activity
366 524 338
Current maturities
of lease liabilities
1,976 2,039 1,946
33,202 35,437 46,674
NON-CURRENT LIABILITIES:
Long-term loans from banks, less current maturities 1,558 5,427 4,056
Long-term loans from others, less current maturities 477 984 476
Provision for waste removal 3,480 5,185 3,454
Lease liabilities 19,327 13,870 16,585
Long-term liabilities in respect of acquisition
of activity
37,981 *) 33,454 35,401
Deferred taxes 3,810 3,568 3,811
Employee benefit liabilities 144 433 139
Other long-term payables 65 216 59
66,842 *) 63,137 63,981
EQUITY:
Equity attributable to equity holders of the Company:
Share capital **) 1 1 1
Share premium 74,449 74,449 74,449
Other capital reserves (4,371) (5,590) (4,857)
Reserve in respect of translation differences (6,548) (7,050) (6,542)
Retained earnings 40,132 26,580 39,633
103,663 88,390 102,684
Non-controlling interests 895 759 841
Total
equity
104,558 89,149 103,525
204,602 *) 187,723 214,180

*) Restated, see Note 5e to the annual consolidated financial statements as of December 31, 2022.

**) Less than \$ 1 thousand.

The accompanying notes are an integral part of the interim consolidated financial statements.

August 17, 2023

Date of approval of the
financial statements

Karen Cohen Khazon Chair of the Board and CEO

Dr. Israel Leshem Director Authorized by the Board to sign the financial statements on August 17, 2023

Guy Gill CFO

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Six months ended
June 30,
2023
2022
Three months ended
June 30,
Year ended
December 31,
2023 2022 2022
Unaudited Audited
U.S. dollars in thousands (except per share data)
Revenues from sales
Cost of sales
61,540
38,506
57,710
35,346
30,626
19,411
30,305
18,645
118,556
70,897
Gross profit 23,034 22,364 11,215 11,660 47,659
Research and development expenses
Selling and marketing expenses
General and administrative expenses
Other expenses (income), net
2,297
5,099
7,494
304
1,502
4,514
6,864
(27)
1,203
2,573
3,631
128
717
2,171
3,837
(19)
3,607
10,016
15,055
(8,349)
Operating income 7,840 9,511 3,680 4,954 27,330
Finance expenses, net 1,269 458 694 136 1,513
Income before taxes on income 6,571 9,053 2,986 4,818 25,817
Taxes on income 1,052 854 474 579 4,486
Net income for the period 5,519 8,199 2,512 4,239 21,331
Other comprehensive income (loss) (net
of tax effect):
Amounts that will not be reclassified
subsequently to profit or loss:
Adjustments arising from translating
financial statements from functional
currency to presentation currency
Amounts that will be or that have been
reclassified to profit or loss when
specific conditions are met:
Adjustments arising from translating
financial statements of foreign
(6,085) (10,974) (2,765) (9,025) (12,216)
operations 6,079 2,141 2,604 2,363 3,891
Total other comprehensive income (loss) (6) (8,833) (161) (6,662) (8,325)
Total comprehensive income
(loss)
5,513 (634) 2,351 (2,423) 13,006
Total net income attributable to:
Equity holders of the Company
Non-controlling interests
5,465
54
8,121
78
2,489
23
4,197
42
21,174
157
5,519 8,199 2,512 4,239 21,331
Total comprehensive
income (loss)
attributable to:
Equity holders of the Company
Non-controlling interests
5,459
54
(712)
78
2,328
23
(2,465)
42
12,849
157
Net earnings per share attributable to 5,513 (634) 2,351 (2,423) 13,006
equity holders of the Company (in U.S.
dollars):
Basic and diluted net earnings per share
0.05 0.08 0.02 0.04 0.21

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to equity holders of the Company
Share
capital
Share
premium
Other
capital
reserves
Reserve in
respect of
translation
differences
Retained
earnings
Total Non
controlling
interests
Total
equity
Unaudited
U.S. dollars in thousands
Balance as of January 1, 2023
(audited)
1 74,449 (4,857) (6,542) 39,633 102,684 841 103,525
Net income
Total other comprehensive loss
-
-
-
-
-
-
-
(6)
5,465
-
5,465
(6)
54
-
5,519
(6)
Total comprehensive income
(loss)
- - - (6) 5,465 5,459 54 5,513
Share-based payment - - 486 - - 486 - 486
Dividends to equity holders of
the Company
- - - - (4,966) (4,966) - (4,966)
Balance as of June 30, 2023 1 74,449 (4,371) (6,548) 40,132 103,663 895 104,558
Attributable to equity holders of the Company
Share
capital
Share
premium
Other
capital
reserves
Reserve in
respect of
translation
differences
Retained
earnings
Total Non
controlling
interests
Total
equity
Unaudited
U.S. dollars in thousands
Balance as of January 1, 2022
(audited)
1 74,449 (6,228) 1,783 22,430 92,435 681 93,116
Net income
Total other comprehensive loss
-
-
-
-
-
-
-
(8,833)
8,121
-
8,121
(8,833)
78
-
8,199
(8,833)
Total comprehensive income
(loss)
- - - (8,833) 8,121 (712) 78 (634)
Share-based payment - - 638 - - 638 - 638
Dividends to equity holders of
the Company
- - - - (3,971) (3,971) - (3,971)
Balance as of June 30, 2022 1 74,449 (5,590) (7,050) 26,580 88,390 759 89,149

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to equity holders of the Company
Share
capital
Share
premium
Other
capital
reserves
Reserve in
respect of
translation
differences
Retained
earnings
Total Non
controlling
interests
Total
equity
Unaudited
U.S. dollars in thousands
Balance as of April 1, 2023 1 74,449 (4,610) (6,387) 37,643 101,096 872 101,968
Net income - - - - 2,489 2,489 23 2,512
Total other comprehensive loss - - - (161) - (161) - (161)
Total comprehensive income
(loss) - - - (161) 2,489 2,328 23 2,351
Share-based payment - - 239 - - 239 - 239
Balance as of June 30, 2023 1 74,449 (4,371) (6,548) 40,132 103,663 895 104,558
Attributable to equity holders of the Company
Share
capital
Share
premium
Other
capital
reserves
Reserve in
respect of
translation
differences
Retained
earnings
Total Non
controlling
interests
Total
equity
Unaudited
U.S. dollars in thousands
Balance as of April 1, 2022 1 74,449 (6,078) (388) 22,383 90,367 717 91,084
Net income - - - - 4,197 4,197 42 4,239
Total other comprehensive loss - - - (6,662) - (6,662) - (6,662)
Total comprehensive income
(loss) - - - (6,662) 4,197 (2,465) 42 (2,423)
Share-based payment - - 488 - - 488 - 488
Balance as of June 30, 2022 1 74,449 (5,590) (7,050) 26,580 88,390 759 89,149

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to equity holders of the Company
Share
capital
Share
premium
Other
capital
reserves
Reserve in
respect of
translation
differences
Retained
earnings
Total Non
controlling
interests
Total
equity
Audited
U.S. dollars in thousands
Balance as of January 1, 2022 1 74,449 (6,228) 1,783 22,430 92,435 681 93,116
Net income
Total other comprehensive loss
-
-
-
-
-
-
-
(8,325)
21,174
-
21,174
(8,325)
157
-
21,331
(8,325)
Total comprehensive income
(loss)
- - - (8,325) 21,174 12,849 157 13,006
Share-based payment
Dividends distributed
Acquisition of non-controlling
-
-
-
-
1,371
-
-
-
-
(3,971)
1,371
(3,971)
-
(8)
1,371
(3,979)
interests in newly consolidated
subsidiaries
- - - - - - 11 11
Balance as of December 31, 2022 1 74,449 (4,857) (6,542) 39,633 102,684 841 103,525

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended
June 30,
Three months ended
June 30,
Year ended
December 31,
2023 2022 2023 2022 2022
Unaudited Audited
U.S. dollars in thousands
Cash flows from operating activities:
Net income for the period
Adjustments to reconcile net income to
5,519 8,199 2,512 4,239 21,331
net cash provided by (used in)
operating
activities
(a)
(5,301) (7,090) 2,441 (8,498) 10,607
Net cash provided by
(used in) operating
activities
218 1,109 4,953 (4,259) 31,938
Cash flows from investing activities
Purchase of property, plant and equipment
and other assets
Proceeds from sale of property, plant and
(2,716) (2,664) (1,210) (915) (5,850)
equipment
Acquisition of initially consolidated
64 - - - 55
subsidiaries (b)
Repayment of liability in respect of
(3,625) (10,551) - (3,070) (32,995)
acquisition
of activity
- (966) - - (1,012)
Net cash used in investing activities (6,277) (14,181) (1,210) (3,985) (39,802)
Cash flows from financing activities
Receipt (repayment) of short-term credit
Dividend paid to equity holders of the
(7,291) (338) 178 476 2,967
Company
Dividend paid to non-controlling interests
(4,966)
-
(3,971)
-
(4,966)
-
-
-
(3,971)
(8)
Repayment of lease liabilities
Repayment of long-term loans
(1,012)
(923)
(906)
(1,956)
(470)
(112)
(425)
(1,119)
(2,358)
(4,149)
Net cash used in financing activities (14,192) (7,171) (5,370) (1,068) (7,519)
Exchange rate differences on balances of
cash and cash equivalents
(460) (4,182) (215) (3,171) (4,843)
Decrease in cash and cash equivalents (20,711) (24,425) (1,842) (12,483) (20,226)
Cash and cash equivalents at the
beginning of the period
35,675 55,901 16,806 43,959 55,901
Cash and cash equivalents at the end of
the period
14,964 31,476 14,964 31,476 35,675

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended
June 30,
Three months ended
June 30,
Year ended
December 31,
2023 2022 2023 2022 2022
Unaudited Audited
NIS
in thousands
(a) Adjustments to reconcile net income
to net cash provided by
(used in)
operating
activities:
Adjustments to profit and loss
items:
Depreciation and amortization
Capital loss (gain)
from
sale of
4,017 2,903 2,002 1,397 6,338
property, plant
and equipment
Change in employee benefit
5 - - - (12)
liabilities, net
Cost of share-based payment
Finance expenses, net
4
486
1,269
(31)
638
458
6
239
694
(147)
488
136
(326)
1,371
1,513
Taxes on income 1,052 854 474 579 4,486
6,833 4,822 3,415 2,453 13,370
Changes in asset and liability items:
Decrease (increase)
in trade
receivables
Decrease (increase)
in other
(2,443) (3,209) 219 (4,235) (3,372)
accounts receivable
Decrease (increase)
in inventories
(80)
79
(1,215)
(5,690)
528
883
(557)
(4,623)
9,144
(8,929)
Increase (decrease)
in trade
payables
(5,239) 945 303 2,123 2,801
Increase (decrease) in other
accounts payable
(2,210) (1,240) (1,929) (3,063) 1,499
(9,893) (10,409) 4 (10,355) 1,143
(3,060) (5,587) 3,419 (7,902) 14,513
Cash paid and received during the
period for:
Taxes paid
Interest paid, net
(1,505)
(736)
(1,309)
(194)
(636)
(342)
(508)
(88)
(2,869)
(1,037)
(5,301) (7,090) 2,441 (8,498) 10,607

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended
June 30,
Three months ended
June 30,
Year ended
December 31,
2023 2022 2023 2022 2022
Unaudited Audited
NIS
in thousands
(b) Acquisition of initially consolidated
subsidiaries:
The subsidiaries' assets and
liabilities at date of acquisition:
Working capital (excluding cash
and cash equivalents)
Property, plant and equipment
Right-of-use assets
Intangible assets
Lease liabilities
Other non-current liabilities
Payables for acquisition of
323
303
149
4,821
(149)
-
2,626
1,058
2,602
13,022
(2,602)
(957)
-
-
-
-
-
-
296
40
-
3,257
-
(72)
2,585
864
5,069
36,888
(5,069)
(806)
investments in subsidiaries
Deferred taxes
Non-controlling interests
(1,565)
(257)
-
(4,888)
(310)
-
-
-
-
(420)
(31)
-
(5,733)
(792)
(11)
3,625 10,551 - 3,070 32,995
(c) Significant non-cash transactions:
Right-of-use asset recognized with
corresponding lease liabilities
3,775 3,092 600 2,950 4,518

NOTE 1:- GENERAL

a. General description of the Group and its activity:

Turpaz Industries Ltd. ("the Company") is an Israeli-based company. The condensed interim consolidated financial statements of the Company as of June 30, 2023 include those of the Company and its subsidiaries (collectively, "the Group").

The Group operates, by itself and through subsidiaries in Israel, the U.S., Southeast Asia and Europe in the development, production and marketing in three operating segments: (1) tastes; (2) fragrances; (3) specialty raw material ingredients (see Note 5).

These financial statements have been prepared in a condensed format as of June 30, 2023 and for the periods of six and three months then ended ("interim consolidated financial statements"). These financial statements should be read in conjunction with the Company's annual financial statements as of December 31, 2022 and for the year then ended and accompanying notes ("annual consolidated financial statements").

b. The consequences of the war between Russia and Ukraine:

During February 2022, a war broke out between Russia and Ukraine, which continues to cause major casualties, damage to infrastructures and disruption of the Ukrainian economy. As a result, several countries (including the U.S., U.K. and the EU) imposed economic sanctions on certain entities and individuals in Russia or related to Russia elsewhere in the world. Various sanctions were also levied on Belarus.

These sanctions are likely to have a direct impact on these entities and individuals and indirectly affect their business partners as well as certain industries in the Russian and Belarussian economies.

The potential fluctuations in commodity prices, foreign exchange rates, import and export restrictions, availability of materials and local services and access to local resources are all factors that affect entities operating in or with major exposure to Russia, Belarus and Ukraine.

As of the date of these interim consolidated financial statements, the Company assesses that the war in Ukraine has not had a material impact on the Group's operating results. However, the war's implications challenge the markets in which the Company operates including disruption of supply chains and raw material availability which, together with the rise in inflation, have led to increases in raw material prices. The increases in raw material prices did not have a material effect on the Company's financial statements.

NOTE 1:- GENERAL (Cont.)

c. Effects of inflation and increase in interest rate:

Following the global macroeconomic developments in 2022, there was an increase in rates of inflation in Israel and 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.

As of the reporting date, the Company has no material indexed or unindexed loans or loans bearing variable interest and therefore the above changes are not likely to affect its results. Nevertheless, a future increase in the Company's debt as part of practicing the Group's integrated business strategy will likely lead to an increase in the Group's finance expenses.

The Company also examined the discount rate used to calculate the value in use of its cashgenerating units and found that in view of the excess of the recoverable amount over its book value,the updated rate does not a sign of an impairment.

As of the financial statement date, the Company is unable to assess the future effects of all the factors discussed above, if any, on the markets in which it operates and specifically on its activities. Notwithstanding the aforesaid, the Company estimates that they will not have a material impact on its operating results and ability to realize its business strategy.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of the interim consolidated financial statements:

The interim consolidated financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting", and in accordance with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements as of December 31, 2022.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

  • b. Initial application of amendments to existing accounting standards:
      1. 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 applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

The application of the Amendment did not have a material impact on the Company's interim consolidated financial statements.

  1. 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 January 1, 2023. In relation to leases and decommissioning obligations, the Amendment is 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 is recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as appropriate) at that date.

The application of the Amendment did not have a material impact on the Company's interim consolidated financial statements but is expected to affect the disclosure of the composition of deferred taxes in the Company's annual consolidated financial statements for 2023.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

  1. 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 January 1, 2023.

The application of the Amendment did not have a material impact on the Company's interim consolidated financial statements and is not expected to affect the accounting policy disclosures in the Company's annual consolidated financial statements for 2023.

NOTE 3:- BUSINESS COMBINATION

Acquisition of Aromatique:

On January 9, 2023, after obtaining the regulatory approvals in Romania, the Company, through a wholly owned subsidiary, completed the purchase of 65% of the issued and outstanding share capital and voting rights of Aromatique Food Srl, a private company incorporated in Romania ("Aromatique"), from its single shareholder ("the seller"), in return for RON 17 million (approximately \$ 3.6 million). The purchase agreement consists of call/put options for purchasing the remaining shares of Aromatique by the Company which can be exercised from January 1, 2025 for a price based on Aromatique's business performances in the period from January 1, 2023 through the option exercise date. Aromatique was founded in 2013 and is engaged in the research, development, production, marketing, sale and supply of savory functional ingredients and flavor mixtures mainly for the Romanian food industry.

NOTE 3:- BUSINESS COMBINATION (Cont.)

The purchase price was allocated to tangible assets, intangible assets and liabilities acquired at their fair value on the purchase date. The fair value measurement of the assets and liabilities is subject to a final purchase price allocation (PPA) of the fair value of the assets and liabilities, which has not yet been completed as of the date of approval of these financial statements. The table below summarizes the purchase price and provisional PPA:

January
9,
2023
U.S. dollars
in thousands
Working capital, net 323
Right-of-use asset 149
Property, plant
and equipment
303
Deferred taxes (257)
Lease liabilities (149)
Net identifiable assets 369
Intangible
assets
4,821
Purchase price:
Paid in cash 3,625
Liability for contingent consideration and acquisitions
date adjustments 1,565
Total purchase price 5,190

From the consolidation date through June 30, 2023, the acquired operation has contributed approximately \$ 2,458 thousand to revenues and approximately \$ 241 thousand to net income.

NOTE 4:- EVENTS DURING AND AFTER THE REPORTING PERIOD

a. Merger between the Company and Pentaor Ltd.:

On September 21, 2022, following the approval of the companies' boards, a merger agreement was signed pursuant to the provisions of Section 103C to the Income Tax Ordinance, between the Company and Pentaor Ltd. In accordance with the merger agreement, the companies will be merged through the exchange of shares pursuant to Section 103C to the Income Tax Ordinance, so that upon completion of the merger transaction, the Company will hold all of the share capital of Pentaor Ltd. The final approval for the merger was obtained from the Registrar of Companies on June 22, 2023 and Pentaor Ltd. was merged into the Company's operations.

NOTE 4:- EVENTS DURING AND AFTER THE REPORTING PERIOD (Cont.)

b. Dividend distribution:

On March 26, 2023, the Company declared the distribution of a dividend of approximately \$ 5 million, representing \$ 0.0496 per share. The dividend was distributed to the entire shareholders of the Company on April 18, 2023.

  • c. On March 26, 2023, the parties signed a clarification and subsequent amendment to the Klabin acquisition agreement, see Note 5d to the annual consolidated financial statements.
  • d. On August 14, 2023, the Company, through a wholly owned subsidiary, completed the purchase of 60% of the issued and outstanding share capital and voting rights of Food Base Kft. ("Food Base") from its single shareholder ("the seller") in return for approximately HUF 3,300 million (approximately \$ 9.3 million), less 60% of Food Base's net debt on the closing date and a future earnout based on Food Base's business performances in 2023- 2024. According to the agreement, the Company was granted a call option to purchase the remaining shares of Food Base from the seller which can be exercised at the end of three years from the closing date (until five years have elapsed from the closing date) for a price based on Food Base's business results in the period from the closing date to the option exercise date. Food Base's operating results will be consolidated in the Company's consolidated financial statements from the third quarter of 2023.
  • e. In keeping with the matters discussed in Note 16c to the annual consolidated financial statements regarding financial covenants, the Company is in compliance with the entire applicable financial covenants.

NOTE 5:- OPERATING SEGMENTS

a. General:

As described in the annual consolidated financial statements, given the significant acquisitions made by the Company, its current economies of scale and diversification of income sources, the chief operating decision maker ("CODM") ceased analyzing the operating segments of specialty intermediates for the pharma industry and specialty ingredients separately and began analyzing them aggregately as a single reportable operating segment (specialty raw material ingredients).

As a result, comparative data have been restated.

Based on the aforesaid, the Group discloses three operating segments: (1) tastes; (2) fragrances; and (3) specialty raw material ingredients.

The segments' performances (segment profits) are estimated based on operating income (income before net finance expenses and unallocated expenses), as presented in the financial statements.

NOTE 5:- OPERATING SEGMENTS (Cont.)

*) Restated.

b. Reporting on operating segments:

Six months ended June 30, 2023
Specialty raw
material
Tastes Fragrances ingredients Adjustments Total
Unaudited
U.S. dollars in thousands
External revenues
Intersegment revenues
31,807 - 16,107
-
13,626
86
-
(86)
61,540
-
Total revenues 31,807 16,107 13,712 (86) 61,540
Segment operating
income net of
unallocated joint
expenses
4,275 3,693 3,011 - 10,979
Unallocated joint
expenses
Finance expenses, net
3,139
1,269
Income before taxes on
income
6,571
Six months ended June 30, 2022
Specialty raw
material
Tastes Fragrances
Unaudited
ingredients Total
U.S. dollars in thousands
Segment revenue 29,420 13,066 *) 15,224 57,710
Segment operating income
net of unallocated joint
expenses 4,400 3,936 *) 4,208 12,544
Unallocated joint expenses
Finance expenses, net
3,033
458
Income before taxes on
income
9,053

NOTE 5:- OPERATING SEGMENTS (Cont.)

Three months ended June 30, 2023
Specialty raw
material
Tastes Fragrances ingredients Adjustments Total
Unaudited
U.S. dollars in thousands
External revenues
Intersegment revenues
15,662 - 8,139
-
6,825
86
-
(86)
30,626
-
Total revenues 15,662 8,139 6,911 (86) 30,626
Segment operating
income net of
unallocated joint
expenses
1,415 2,111 1,675 - 5,201
Unallocated joint
expenses
Finance expenses, net
1,521
694
Income before taxes on
income
2,986
Three months ended June 30, 2022
Specialty raw
material
Tastes Fragrances ingredients Total
Unaudited
U.S. dollars in thousands
Segment revenue 16,222 7,074 *) 7,009 30,305
Segment operating income
net of unallocated joint
expenses 2,657 2,143 *) 2,010 6,810
Unallocated joint expenses
Finance expenses, net
1,856
136
Income before taxes on
income
4,818
*)
Restated.

NOTE 5:- OPERATING SEGMENTS (Cont.)

Year ended December 31, 2022
Tastes Fragrances Specialty raw
material
ingredients
Total
Audited
U.S. dollars in thousands
Segment revenue 59,325 27,490 *) 31,741 118,556
Segment operating income
net of unallocated joint
expenses
17,667 7,390 *) 9,086 34,143
Unallocated joint expenses
Finance expenses, net
6,813
1,513
Income before taxes on
income
25,817

c. Geographic information:

*) Restated.

The revenues reported in the financial statements were generated in the Company's country of residence (Israel) and outside Israel, based on the location of the customers, as follows:

Six months ended
June 30,
Three months ended
June 30,
Year ended
December 31,
2023 2022 2023 2022 2022
Unaudited
U.S. dollars in thousands Audited
Israel and the Middle
East 15,989 15,293 8,007 8,146 29,099
Europe 29,045 *) 24,796 14,341 *) 13,805 48,922
North America 8,825 9,039 4,447 4,255 21,555
Asia and other 7,681 *) 8,582 3,831 *) 4,099 18,980
61,540 57,710 30,626 30,305 118,556

*) Reclassified.

NOTE 6:- FINANCIAL INSTRUMENTS

a. Fair value:

In the reporting period, the Company measured the fair value of financial assets and liabilities measured at amortized cost and concluded that their fair value is not materially different from their carrying amount.

b. Liabilities in respect of put options and contingent consideration:

Some of the business combinations executed by the Company include a mechanism whereby the previous owners have a put option to sell their remaining shares and the Company has a call option to buy those shares (symmetrical put-call options) while others include a contingent consideration mechanism based on the future operating results of the acquirees.

As of June 30, 2023, total liabilities amounted to \$ 37,981 thousand. The value of the liabilities was estimated in accordance with the average EBITDA achieved over the term of the agreement. The weighted annual discount rate of the options is 8.1%. The fair value is measured at level 3 in the fair value hierarchy. The key non-observable input used by the Company to assess the value of the option is the future EBITDA that will be achieved; in order to assess the liabilities in respect of the options and update their value, the Company used the companies' ongoing results and updated forecasts.

Adjustment for fair value measurements classified at Level 3 in the fair value hierarchy:

Six months ended
June 30,
Three months ended
June 30,
Year ended
December 31,
2023 2022 2023 2022 2022
Unaudited Audited
U.S. dollars in thousands
Balance at
beginning
of period
Total gain (loss)
recognized:
(35,401) (31,998) (37,933) (35,731) (31,998)
In profit or loss
In other
comprehensive
(674) (45) (464) (19) (307)
income (loss)
In business
(384) 2,950 147 2,296 2,262
combinations (1,522) (4,361) 269 - (5,358)
Balance at end of
period
(37,981) (33,454) (37,981) (33,454) (35,401)

F:\W2000\w2000\61679069\M\23\EC6-Turpaz Industries.docx

Turpaz Industries Ltd.

Chapter C

Managers' statements

Quarterly report regarding the effectiveness of internal control over financial reposting and disclosure in accordance with Regulation 38C to the Securities Regulations (Periodic and Immediate Reports), 1970, for the second quarter of 2023:

Turpaz Industries Ltd.'s management (hereinafter - the "Corporation"), under the supervision of the Board of Directors, is responsible for maintaining and implementing appropriate internal control over financial reporting and disclosure in the Corporation.

For that purpose, members of management are:

    1. Karen Cohen Khazon, CEO and Chairperson of the Board of Directors
    1. Guy Gill, Chief Financial Officer
    1. Shauli Eger, VP IT
    1. Yoni Adini, Chief Legal Counsel and Company Secretary
    1. Idan Shabtay, Group Comptroller

Internal control over financial reporting and disclosure includes controls and procedures maintained by the Corporation, and designed by the CEO and the most senior financial officer or under their supervision, or by those who effectively execute the said offices, under the supervision of the Corporation's Board of Directors, which were designed to obtain reasonable assurance as to the reliability of the financial reporting and preparation of the reports in accordance with the provisions of the law, and to ensure that information that the Corporation is required to disclose in the reports it publishes in accordance with the provisions of the law is collected, processed, summarized and reported on the date and in the format prescribed by law.

The internal control, includes, among other things, controls and procedures that were designed to ensure that information that the Corporation is required to disclose as stated above, is collected and transferred to the Corporation's management, including to the CEO and to the most senior financial officer, or to those who effectively execute the said offices, in order to allow making decisions in the appropriate date in connection with the disclosure requirements.

Due to its inherent limitations, internal control over financial reporting and disclosure is not designed to provide absolute assurance that a misstatement or omission of information in the reports will be prevented or detected.

In the annual report regarding the effectiveness of the internal control over the financial reporting and the disclosure, which was attached to the Periodic Report for the period ended December 31, 2022 (hereinafter – "the Latest Annual Report regarding Internal Control"), the Board of Directors and Management assessed the corporation's internal control; based on this assessment, the corporation's Board of Directors and Management reached the conclusion that the internal control as stated, as of December 31, 2022, is effective.

Through the date of the report, no event or matter was brought to the attention of the Board of Directors or Management that may change the assessment of the effectiveness of internal control, as presented in the Latest Annual Report regarding Internal Control.

As at the date of the report, based on the assessment of the effectiveness of internal control in the Latest Annual Report regarding Internal Control, and based on information brought to the attention of Management and the Board of Directors as stated above, the internal control is effective.

Statement of the Chief Executive Officer in accordance with Regulation 38C(D)(1):

Statement of the Chief Executive Officer

I, Karen Cohen Khazon, hereby declare that:

  • (1) I have reviewed the quarterly report of Turpaz Industries Ltd. (hereafter the "Corporation") for the second quarter of 2023 (hereafter – the "Reports").
  • (2) To the best of my knowledge, the Reports do not include any misrepresentation of a material fact, nor do they omit any representation of a material fact so that the representations included therein, in view of the circumstances in which such representations have been included, shall not be misleading with regard to the period covered by the Reports;
  • (3) To the best of my knowledge, the financial statements and other financial information included in the reports, reflect fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation as of the dates and periods covered by the Reports;
  • (4) I have disclosed to the independent auditor of the corporation, the Board of Directors, and the Board of Directors' Audit committee, based on my most recent evaluation of the internal control over financial reporting and disclosure, the following:
    • (a)All significant deficiencies and material weaknesses in the establishment or implementation of the internal controls over financial reporting and disclosure that may adversely affect, in a reasonable manner, the Corporation's ability to collect, process, summate or report financial information in a manner that may give rise to doubt as to the reliability of financial reporting and preparation of the financial statements in accordance with the provisions of the law; and -
    • (b) any fraud, whether material or immaterial, in which the Chief Executive Officer, or anyone directly reporting to him, or any other employees are involved who have a significant function in the corporation's financial reporting and in internal control over financial reporting and disclosure thereof.
  • (5) I, severally or jointly with others in the corporation:
    • (a) have established such controls and procedures, or ensured that such controls and procedures under my supervision be established and in place, designed to ensure that material information relating to the corporation, including its consolidated companies as defined in the Securities Regulations (Preparation of Annual Financial Statements), 2010, is brought to my attention by others in the corporation and the consolidated companies, particularly during the Reports' preparation period; and
  • (b) have established controls and procedures, or ensured that such controls and provisions under my supervision be established and in place, designed to ensure, in a reasonable manner, the reliability of financial reporting and preparation of financial statements in accordance with the provisions of the law, including in accordance with generally accepted accounting principles;
  • (c) No event or matter that occurred during the period between the date of the latest Periodic Report and the date of this report was brought to my attention that may change the conclusion of the Board of Directors and Management regarding the effectiveness of the internal control over the corporation's financial reporting and disclosure.

The aforesaid does not derogate from my responsibility or from the responsibility of any other person, pursuant to any law.

____________________

August 17, 2023

Karen Cohen Khazon,

CEO and Chairperson of the Board of Directors

Statement of the Most Senior Financial Officer Pursuant to Regulation 38C(D)(2):

Statement of the Most Senior Financial Officer:

I, Guy Gill, hereby declare that:

  • (1) I have reviewed the interim financial statements and the other financial information included in the interim reports of Turpaz Industries Ltd. for the second quarter of 2023 (hereafter – the "Interim Reports");
  • (2) To the best of my knowledge, the interim financial statements and other financial information included in the Interim Reports do not include any misrepresentation of a material fact, nor do they omit any representation of a material fact so that the representations included therein, in view of the circumstances in which such representations have been included, shall not be misleading with regard to the period covered by the Reports;
  • (3) To the best of my knowledge, the interim financial statements and other financial information included in the Interim Reports, reflect fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation as of the dates and periods covered by the Reports;
  • (4) I have disclosed to the independent auditor of the corporation, the Board of Directors, and the Board of Directors' Audit committee, based on my most recent evaluation of the internal control over financial reporting and disclosure, the following:
    • (a)All significant deficiencies and material weaknesses in the establishment or implementation of the internal controls over financial reporting and disclosure that may adversely affect, in a reasonable manner, the Corporation's ability to collect, process, summate or report financial information in a manner that may give rise to doubt as to the reliability of financial reporting and preparation of the financial statements in accordance with the provisions of the law; and -
    • (b) any fraud, whether material or immaterial, in which the Chief Executive Officer, or anyone directly reporting to him, or any other employees are involved who have a significant function in the corporation's financial reporting and in internal control over financial reporting and disclosure thereof.
  • (5) I, severally or jointly with others in the corporation:
    • (a) have established such controls and procedures, or ensured that such controls and procedures under my supervision be established and in place, designed to ensure that material information relating to the corporation, including its consolidated companies as defined in the Securities Regulations (Preparation of Annual Financial Statements), 2010, is brought to my attention by others in the corporation and the consolidated companies, particularly during the Reports' preparation period; and
    • (b) have established controls and procedures, or ensured that such controls and provisions under my supervision be established and in place, designed to ensure, in a reasonable manner, the reliability of

financial reporting and preparation of financial statements in accordance with the provisions of the law, including in accordance with generally accepted accounting principles;

(c) No event or matter that occurred during the period between the date of the latest report (quarterly or periodic, as the case may be) and the date of this report, which relates to interim financial statements and to any other financial information including in the interim reports was brought to my attention that may - in my opinion - change the conclusion of the Board of Directors and Management regarding the effectiveness of the internal control over the corporation's financial reporting and disclosure.

The aforesaid does not derogate from my responsibility or from the responsibility of any other person, pursuant to any law.

____________________

August 17, 2023

Guy Gill, Chief Financial Officer

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