AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Mivne Real Estate (K.D.) Ltd.

Quarterly Report Aug 15, 2022

6930_rns_2022-08-15_7c7579f2-b099-4398-bbc0-9bcb16a11c4d.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Mivne Real Estate (K.D) Ltd.

)"The company"(

Report of the Board of Directors on the State of Corporate Affairs

As of June 30th, 2022

This is an English translation of the Hebrew consolidated Interim financial statements, that was published on August 15, 2022 (reference no.: 2022-01-102949) (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.

June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

0

June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

Overview 13,786 Total Investment Property
(Millions of NIS)
30.6.22 1,069 Of This, Real Estate Under Construction
(Millions of NIS)
Projects under construction 6 Projects Under Construction and In
Development
30.6.22 152 Scope
(Thousands of m²)
1,200 Estimated Cost Balance
(Millions of NIS)
189-205 Expected NOI at Project Completion
(Millions of NIS)
For details see table under "concentrated
data on projects in stages of construction,
planning and development" below.

Data from the Consolidated Statements

365 NOI
(Millions of NIS)
9.4% Same Properties NOI in Israel
Increase compared to corresponding period
last year
254 FFO
(Millions of NIS)
Increase of 16.5% compared to the
corresponding period last year
5,558 Unrestricted Assets
(Millions of NIS)
Constituting 40% of total real estate
1.89% CPI-linked weighted debt interest
1,160 Cash and Credit Frameworks
(Millions of NIS)
93.8% Occupancy Rate in Israel
Increase of 0.8% compared to December 31
2021

Report of the Board of Directors on the State of Corporate Affairs

For the Period Ending June 30 2022

The Board of Directors of Mivne Real Estate (C.D.) is honored to submit the Financial Statements of the Company and its subsidiaries ("the Company") for the period ending June 30 2022 ("The Reported Period").

This report must be read in conjunction with the 2021 Periodic report published on March 20 2022 (reference no.: 2022-01-031300) (hereinafter: "the 2021 Periodic Report"), presented here by way of referral.

Business Environment

Description of the Company and its Business Environment

The Company is active in the field of cashgenerating real estate and deals, by itself and through its investees, in varied real estate activity centering on Israel. For further details see Section 1.2 of the Report on the Corporation's Business in the 2021 Periodic Report. The Company (including associates) owns some 1,933,000 m² of cashgenerating space, of which 1,634,000 m² is in Israel. The Company has land reserves and unused rights to the amount of 741,000 m²

Since 2009, inflation in Israel has been decreasing, and in 2014 to 2021 inflation rates were particularly low and move almost each year within a 1% range. Since 2021 inflation rates have risen in Israel and the world. In 2021 the Israeli Consumer Price Index increased by a rate of 2.8% and the CPI increase in June 2022 reflected a yearly growth of 4.4%. As noted, the price increases are a global trend – inflation in recent months in the US. reflects a yearly growth of 9.1% and the expected inflation for 2022, according to the IMF report published recently, is 6.6% in developed economies and 9.5% in developing economies.

Alongside the global increase in prices, central banks around the world have decided to increase interest rates, in order to halt the price increases. Thus, for instance, in the past two interest rate increases, the U.S. interest rate was raised by 1.5%, to a rate between 2.25% and 2.5%.

Over the course of the second quarter of 2022 and subsequent to the report date, the Bank of Israel increase the basic Israeli interest rate from 0.1% to 1.25%.

In the first half of 2022 the Consumer Price Index increased by 3.1%. The Company's revenues from rental fees are mostly linked to the Consumer Price Index and the increase in the CPI has contributed to the increase in the Company's revenues from rental fees and to an increase in the fair value of its assets, and in addition the Company is revaluating its CPIlinked obligations, as detailed in the "Summary of Primary Data" and the "Summary of Business Expenses" table in this report.

The Company cannot estimate the future impact, if any, of all of the above factors, on the real estate industry in Israel in general, and on the Company's activity in particular. The Company estimates that its financial fortitude and the state of its assets, along with its cash balances and current cash flows it generates, will allow it to continue financing its activity and upholding its obligations.

Events During the Reported Period

Acquisitions

Acquisition of Properties from the Bank Mizrahi Group

In September 2021 agreements were reached with a number of companies from the Bank Mizrahi Tefahot Group regarding the purchase of their rights to 24 land properties in Israel with different zoning, including offices and commercial ("the Purchased Properties") in return for a total of 531.6 million NIS plus VAT. The transaction was completed in February 2022. 23 of the 24 Purchased Properties were rented to one of the sellers for variable periods. The total rental fees for the Purchased Properties are expected to amount to 26 million NIS. For further details see immediate report from January 31 2022 (reference no.: 2022-01-013006), presented here by way of referral.

Yad Hanna

In July 2022 the Company closed a transaction in accordance with an agreement with Yad Hanna Homesh Cooperative Village and Hutzot Shefayim to purchase shares of Yad Hanna Homesh Industries – Agricultural Cooperative Association Ltd. (hereinafter – the Association) with a total area of 10 hectares, in such a manner that the Company holds shares constituting 50% of the issued and paid-up stock capital of the Association, fully diluted, and joined the Association as a member.

In accordance with the plan applicable to part of the Land, the use permitted for them today is for industry, including storage. The Association intends to deal in the planning and promotion of

a project for the construction of a cash-generating employment compound on the Land. The proceeds for the shares sold amounted to a total of 140 million NIS, plus VAT. In addition, the Company provided the Association a capital note to the sum of 43 million NIS.

Capital Raised

In March 2022 the Company issued, by way of expansion, debentures (Series 20 and 23)

The debentures (series 20) – the Company issued 530,610,000 NIS NV in return for a total of 645 million NIS. The effective interest embodied in the offering is 0.31%.

The debentures (series 23) – the Company issued 118,732,000 NIS NV in return for a total of 141million NIS. The effective negative interest embodied in the offering is -0.97%.

Hameitav, Stage B

In April 2022 the protocol of the committee approving the decision of the Local Committee for Planning and Construction Tel Aviv-Yafo from March 23 2022, on the deposit of Plan no. 507- 0892091 "TA/MK/4974 – Ayalon Region" was approved, subject to fulfilling certain conditions ("the Plan") regarding part of Parcel 64 in Block 7069, located between Yigal Alon Street west of the Bitzron Neighborhood, Aminadav Street on the south and Meitav Street on the east ("the Land"), which is held by the Company via capitalized lease. The plan, as approved by the Local Committee, includes the construction of three buildings: a 47 story residential building, two 47-story employment buildings, and an additional employment structure of the "Mashbir Hamerkazi" building regarding which the plan has established it as a building for preservation.

The Plan area includes 1.3 hectares from the construction rights utilization, as follows:

a. Construction rights for housing – 41,600 m² primary area (constituting 400 housing units).

b. Construction rights for commerce and employment: some 125,000 m².

Approval of the plan is subject to the approval of the legally certified planning authorities.

Establishment of Joint Venture in the Data Center Field

In June 2022, the Company, through a partnership fully owned by the Company, engaged with a fullyowned company (indirectly) of U.S. RIT company Digital Realty Trust ("DLR" and together: "the Parties") in a number of agreements for the establishment and management of a limited partnership that will be held by the parties in equal shares and operate under the name Digital Realty Mivne ("the Partnership"), key of which are as follows:

The Partnership will act to purchase, establish, manage, finance, develop and rent data centers throughout Israel ("the Data Center Activity").

June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

All of the parties' Data Center Activity in Israel shall be carried out through the Partnership only.

Both of the parties must inject capital to the Partnership to the sum of up to \$50 million in accordance with the board of directors of the General Partner ("the Initial Investment"). Additional financing of the activity will be carried out via outside financing, shareholder loans or additional capital injections by the parties, with dilution mechanisms set that will apply in the event that a decision is made by the board of directors of the General Partner to make an additional investment by the Parties (beyond the Initial Investment)), and one of the Parties has not provided their share.

Within the framework of the Data Centers Activity, the Partnership shall consider buying, renting and/or building on land and/or of suitable buildings in Israel for the activity in question, including (but not limited to) buildings owned or leased by the parties and/or related parties. In this regard, each party undertook to grant (or lead to the controlling company granting) the Partnership the first vote regarding renting such properties, so long as the purpose of their use is for Data Center Activity, as detailed in the agreement.

The agreements in question include additional generally accepted preconditions including mechanisms held by the Parties regarding the allocation of shares and rights to the General Partner and the Partnership, rights of refusal and joining rights in the event of a sale of shares or rights as noted above, and prohibition on the sale of such shares and rights for a period of seven years from the determining date.

The Company's Activity

As of June 30 2022, the Company's assets (on a consolidated basis), owned and leased, include 564 cashgenerating properties spread out across Israel with a total area of 1.6 million m², not including properties under construction. The properties are rented to 2,882 tenants, in contracts of various length. In addition, the Company has 16 projects in advanced construction and planning stages to the scope of 532,000 m².

The occupancy to value rate of the Company's properties in Israel as of June 30 2022 is 93.8% versus 93% on December 31 2021.

A View of Company Data

Summary of Key Data (in Millions of NIS)

Change
Compared to
Corresponding
Period Last
Year
1-6/22 1-6/21 Change
Compared to
Corresponding
Period Last
Year
4-6/22 4-6/21
NOI in
Israel*
13.3% 340 300 13.6% 176 155
Same
Property
NOI
9.4% 327 299 9.1% 168 154
NOI
abroad**
(34.2%) 25 38 (34.6%) 11 17
FFO 16.5% 254 218 16.8% 132 113
Increase in
Known
Index Rate
3.13% 1.4% 1.93% 1.3%

* The increase in NOI in the first half of 2022 compared to the corresponding period last year derives from an increase from assets purchased to the sum of 12 million NIS, from an increase due to an increase in CPI to the sum of 10 million NIS, from the impact of Covid-19 to the sum of 11 million NIS and from an increase due to new rentals, an increase in rental fees in contract renewals and a decrease in net management expenses to the sum of 7 million NIS.

** Most of the decrease derives from the sale of properties in Canada, Germany, the Netherlands and Serbia.

Primary Information on the Company's Israeli Properties Divided by Uses

Number
of
Properties
as of June
30 2022
Above
Ground Area
as of June 30
2022
NOI for the
Period
1-6.22
Fair Value of
Cash
Generating
Property as of
June 30 2022
Occupancy
rate as of
June 30 2022
Value of Real
Estate Under
Construction as
of June 30 2022
Use In Thousands
of NIS
In Thousands of
NIS
% In Thousands
of NIS
Offices 63 393,900 125,145 4,199,535 92.3% 1,069,469
Commercial centers 23 191,954 64,137 2,182,955 92.1% -
Industrial and
Logistics
475 1,004,896 138,221 4,323,975 94.7% -
Residential 3 13,185 6,700 245,895 92.1% -
Total 564 1,603,935 334,203 10,952,360 93.8% 1,069,469
Associates – Company Share
Offices 5 16,979 3,514 148,188 74.1% -
Commercial centers 2 13,352 5,999 195,412 93.9% -
Total 7 30,331 9,513 343,600 82.8% -
Expanded Total 571 1,634,266 343,716 11,295,960 93.6% 1,069,469

30.6.2022 December 31
2021
December 31
2020
December 31
2019
December 31
2018
Commercial
Centers
2,183 2,030 1,878 1,892 1,812
Industrial and
Logistics
4,324 3,911 3,589 3,500 3,554
Offices
4,200
3,555 3,367 3,213 3,043
Rental Housing 246 174 101 - -
Total
cash
generating property
10,953 9,670 8,935 8,605 8,409
Total construction 1,069 723 168 135 52
Total investment
property
12.022 10,393 9,103 8,740 8,461
Country Number
of
Properties
Above-Ground
Area in m²
Number
Tenants
Rate of
Occupancy rate
Fair Value
In Thousands of
NIS
NOI from Cash
Generating
Properties
1-6/2022 In
Thousands of
NIS
Cash-Generating Properties
Israel 564 1,603,935 2,882 93.8% 10,952,360 334,203
Switzerland 2 56,650 18 93.9% 387,348 11,675
Ukraine 1 44.672 73 96% 255,500 7,603*
North America 4 77,544 180 72% 235,436 2,880
France 5 119,447 5 98.5% 18,299 2,416
Total cash-generating
properties
576 1,902,248 3,158 93.2% 11,848,943 358,777
Land
Israel lands 36 1,016,481 **
Abroad 1 23.509
Total land 37 1,039,990
Total 613 1,902,248 3,158 93.2% 12,888,933 358,777
Israel – Associated
Companies
7 30,331 62 82.8% 343,600 9,513
Total 620 1,932,579 3,220 93.1% 13,232,533 368,290
Deferred taxes*** 2,163,245

Details of Investment Property Including Real Estate Held for Sale by Country

* This data reflects partial rental receipts in light of the defense and geopolitical events occurring in the region.

** Including a total of 372 million NIS detailed within the framework of the table of projects being planned.

*** Deferred taxes included in the Company's Financial Statements and those of associates.

Cities in which the Group has Properties

The Company owns some 1,933,000 m² of cash-generating space, of which 1,634,000 m² is in Israel. The Company has land reserves and unused rights to the amount of 741,000 m²

Or Akiva
Bnei Yehuda
Hatzor Haglilit
Yavniel
Kfar Tavor
Machanayim
Ma'alot
Nesher
Tzippori
Kiryat Shmona
Ma'aleh Ephraim
Alon Tavor
Gan Shmuel
Tiberias
Yessod Hama'alah Yokneam
Karmiel
Metula
Nahariyah
Heffer Valley
Safed
Segev
Yad Hanna
Beit She'an
Haifa
Pardes Hannah
Migdal Ha'emek
Menechemia
Nof Hagalil
Afula
Katzrin
Shlomi
Tel Aviv
Be'erot Yitzhak
Holon
Ra'anana
Beit Shemesh
Petach Tikva
Ramleh
Ramat Gan
Or Yehuda
Bat Yam
Kfar Saba
Rosh Ha'ayin
Hadera
Rishon Lezion
Mishor Edomim
Netanya
Elkana
Herzliya
Tzur Yitzhak
Kochav Yair
Jerusalem
Rehovot
Kiryat Ono
Yavneh
Kiryat Malachi
Sderot
Arad
Nir Galim
Mitzpeh Ramon
Sha'ar Hanegev
Ashdod
Kiryat Gat
Ofakim
Ein Yahav
Beersheba
Dimona
Ganei Tal
Be'er Tuvia
Ashkelon
Yerucha
Kannot
Eilat
Lehavim

Concentrated Data on Projects in Construction, Planning and Development Stages(as of June 30 2022)1

Property Under Construction (included under real estate for investment and development)

Project
Name
Location Main Use Company's
Share
Design Status Built-Up
Area
(m²)
Project's
Value in
the
Company's
Books
Estimated
Construction
Cost Balance
Estimated
NOI
Fully
Occupied
In Millions of NIS
Hasolelim Tel Aviv Offices and
commercial
100% End of paneling,
excavation and
foundation works.
Approaching
completion of
works on lower
structure.
**68,300 634 635 109-117
"Mivne"
Compound
Holon Offices 100% Finishing and
adjustment works
completed, in
final stages of
submitting a
population
permit.
14,800 125 4 8-10
Sarona Kfar
Saba
Offices 100% Underway,
Estimated
completion –
2024.
*26,000 132 109 22-24
Haifa Life
Sciences
Park
(2
buildings)
Haifa Offices 50% Foundation and
lower structure
work underway.
14,000 19 137 12
Kiryat
Hamishpat
Kiryat
Gat
Offices 100% Finishing works
underway.
Estimated
completion –
Q4/2022
5,000 38 1 3
"Mivne"
Herzliya
Pituach
Herzliya Residential 100% Undergoing
paneling and
excavation works.
103
housing
units
120 98 8-9
Offices and
commercial
24,300 216 27-30
Total 152,400 1,068 1,200 189-205

* The Company is acting to add 4 stories, for a total addition of 6,000 m².

** The projects features 461 parking spaces.

Planned properties (included within the framework of land in Israel)

Project Name Location Main Use Company's
Share
Design Status Built-Up
Area (m²)
Project's
Value in the
Company's
Books
(Millions of
NIS)
Hameitav, Stage B Tel Aviv Residential,
Employment
and
commercial
100% The plan was
approved for deposit
on April 23 2022.
125.000 139*
Conditions for
deposits in round of
signatures.
400 housing
units
Hasivim Neveh Oz Petach
Tikva
Offices 100% Town construction
plan approved.
Implementation date
not yet decided.
13,000 24
Haifa Life Sciences
Park (2 buildings)
Haifa Offices 50% Preliminary planning 14,000 11
Crytek 2 Yokneam Offices 100% Decided to push
permit forward, permit
receipt forecast -
Q1/2023.
25,000 5
Beersheba Beersheba Hotels 100% Paneling and
excavation permit
received, full permit
expected Q1/2023.
7,000 7
Akerstein Towers Herzliya Offices 53% In discussions with
regional committee. In
50,000 -
Stage B Residential planning stages for
Town Plan.
150 housing
units
Office Tower in
Giv'at Sha'ul
Giv'at
Sha'ul
Offices 100% Decided to push
permit forward,
forecast - Q2/2023.
34,750 47
Ha'elef Compound Rental housing
Rishon
and student
Lezion
dormitories
50% Detailed plans being
prepared for the
purpose of filing a
request for a building
permit.
17,000 71
Hadera Hadera Offices 50% Town Plan advanced
at district authority for
added zoning for
residential and
commercial
1,250 30
Be'er Tuvia Be'er
Tuvia
Industrial 50% It was decided to push
a permit forward,
paneling and
excavation permit
receipt forecast - 2023.
15,600 38
Total 302,600 372

* The value of the project, including the cash-generating portion, amounts to 435 million NIS.

(1) Some of the information presented in the above two tables constitutes forward-looking information, as per Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of non-realization. Such information is influenced, among other things, by the risk factors characterizing the Company's activity, including the state of the economy, the receipt of permits and approvals from the proper authorities, engagements with third parties, changes in legislation and regulation and increased construction costs. For further details on the risk factors characterizing the Company's activity see Section 1.35 of the Report on the Corporation's Business in the 2021 Periodic Report.

Town Use Number of
Units
Area (m²) Book
Value/ Sum
Paid
(Thousands
of NIS)
Balance
Payable
(Thousands
of NIS)
NOI/Expected
NOI
(Thousands of
NIS)
Expected
Yield
Jerusalem Housing
Collection
317 12,353 119,426 - 7,300 Income
producing
Kiryat Ono Student
Dorms
113 3,334 58,660 - 3,100 Income
producing
Kiryat Ono Residential 30 2,690 65,647 - 1,789 Income
producing
Ben
Shemen
Residential 80 8,913 25,518 109,541 4,235 Q3/2024
Hadera Residential 50 4,507 14,166 60,313 1,679 Q4/2024
Ramat
Hasharon
Residential 50 6,044 24,233 124,996 5,508 Q3/2023
Ramat Chen Residential 80 7,177 37,485 156,078 5,283 Q4/2026
Total 720 45,018 345,135 450,928 28,894

Rental Housing(1)

Solar Installations(1)

The Company has solar installations installed on the rooftops of buildings it owns in Israel. The installations are used to generate electricity, which is provided to the Israel Electric Corporation for pay. From time to time the Company studies the IEC tenders and their feasibility. The Company is acting to significantly increase the number of solar installations on rooftops in its possession throughout the country and is examining the utilization of additional opportunities in this field. The following is the status of the facilities as of the publication of this report:

Amount Size (KW) Expected Yearly Revenue
(Thousands of NIS)
Existing installations 128 17,751 15,560
Increasing the size of
existing installations
- 4,383 2,674
Installations with quota 150 20,248 14,222
Installations in approval
proceedings
15 1,709 1,308
Total 293 44,091 33,764 (*)

(*) The Company's share of expected revenues, is expected to amount to a total of 26 million NIS.

The amortized cost in the books for the solar facilities is 107 million NIS and the balance of the cost for implementation totals 47 million NIS.

(1) Some of the information presented in the above two tables constitutes forward-looking information, as per Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of non-realization. Such information is influenced, among other things, by the business environment in which the Company is active and the risk factors characterizing the Company's activity, including tenants' ability to pay, the receipt of permits and approvals from the proper authorities, engagements with third parties, and changes in legislation and regulation. For further details on the risk factors characterizing the Company's activity see Section 1.35 of the Report on the Corporation's Business in the 2021 Periodic Report.

Housing

The Company deals, among other things, in the development, planning and construction of apartments for sale in Israel. The Company has an inventory of land for future construction in Israel, as follows:

Inventory of Land for Short-Term Residential Construction and Inventory of Apartments for Sale

Location No. of
Housing
Units1
Holdings
in Projects
Number of
Housing Units
for which
Sales
Agreements
were Signed
and Not Yet
Delivered
Financial Scope
of Sales
Agreements
(Millions of
NIS, Not Yet
Delivered)
Number of
Housing Units
for which Sales
Agreements
were Signed
and Not Yet
Delivered
Financial Scope
of Sales
Agreements
(Millions of
NIS, Not Yet
Delivered)
Sign-Ups for
which the
Sales
Agreement
has Not Yet
been Signed
Total
Investment
as of June 30
2022
(Millions of
NIS)
Total
Cost
Balance
Developer
Profit Not
Yet
Recognized
% As of June 30 2022 As of the publication of the report
Hasolelim2 360 75% 79 253 80 258 6 371 374 261
Hameitav
Tel-Aviv3
2 50% 2 12 2 7 2 2 - 2
Merom
Hasharon
Stage F
134 90% 27 52 29 56 1 51 89 83
Merom
Hasharon
Stage G
79 90% - - - - - 34 42 48
Total 575 108 317 111 3 9 458 505 394
  1. Balance of units in inventory As of June 30 2022.

  2. The project is undergoing paneling, excavation and foundation works.

  3. As of June 30 2022 and as of the publication of the report 167 units were delivered at a monetary scope of 436 million NIS.

Some of the information presented in the above table constitutes forward-looking information, as per Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of non-realization. Such information is influenced, among other things, by the risk factors characterizing the Company's activity, including the state of the economy, the receipt of permits and approvals from the proper authorities, engagements with third parties, changes in legislation and regulation and increased construction costs. For further details on the risk factors characterizing the Company's activity see Section 1.35 of the Report on the Corporation's Business in the 2021 Periodic Report.

Inventory of Land for Long-Term Residential Construction

Location Number of Housing Units Holdings in Projects Total Investment as of
June 30 2022
In % In Millions of NIS
Sdeh Dov 230 33.33% 235
Or Akiva 74 100% 9
Other 101 100%
8
Total 405 - 252

Debt Structure Management

Company policy is to maintain an efficient leverage rate by recruiting debt with a long-term life span and with no liens. The Company's net financial debt as of June 30 2022 amounts to 5.9 billion NIS. The debt's total life span in Israel is 4.41 years and the weighted effective interest rate is 1.89% CPI-linked.

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 1.2 billion NIS, and unencumbered real estate properties to the sum of 5.6 billion NIS.

Gross real profit margins between cash-generating properties and CPI-linked weighted debt cost

Spreading debt redemptions over years

Average
Life
Weighted
Effective
2022 2023 2024 2025 2026 2027 2028 2029
Onward
Balance
as of June
30 2022*
Span
Interest
In Millions of NIS
Israel 4.41 1.89% 159 484 1.090 607 984 819 867 1,093 6,103
Weighted Interest Rate for
Redemptions Performed in the
Period
2.07% 2.15% 2.45% 2.17% 1.68% 2.32% 2.1% 1.18%
Weighted interest rate 1.89% 1.87% 1.72% 1.65% 1.64% 1.36% 0.76% 0.49%
Overseas 7.14 1.5% 14 1 1 47 - - - 162 225
Total redemptions 173 485 1,091 654 984 819 867 1,255
lien Of these, a "balloon" guaranteed by a (14) - (655) (225) (551) (537) (379) (162)
Redemptions less pledged cash
flows
159 485 436 429 433 282 488 1,093
Value of asset pledged 33 - 1,624 590 836 1,369 1,204 354
LTV rate of pledged asset 42.8% - 40.4% 38.1% 66% 39.2% 31.45% 45.62%

* The balance as of June 30 2022 for debentures includes a discount or premium.

June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

NET OPERATING NOIINCOME

The following is information on the Group's NOI (profit from the rental and operation of properties, less depreciation and amortization) in Israel:

Company management believes that NOI is an important parameter in valuing cash-generating real estate. The result of dividing this Transition data by the commonly used discount rate in the geographic location of the property ("cap rate") is one of the indications of valuation of the property (beyond other indications, such as: market value of similar properties in the same area, sales price per m² of built area deriving from the latest transactions effected, etc.). In addition, NOI is used to measure the free cash flow available to service the financial debt taken to finance the property's purchase. We emphasize that NOI:

    1. Does not present cash flows from regular activities in accordance with generally accepted accounting rules.
    1. Does not reflect cash available for the financing of the Group's entire cash flows, including its ability to distribute monies.
    1. Cannot be considered a replacement for reported net profit for purposes of evaluating the results of the Group's activities.
Q4 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021
Identical properties
for the period
168,074 159,225 156,568 157,112 154,043 145,126
Properties
Purchased in the
Period
7,485 5,119 736 - - -
Properties sold 4 41 168 263 473 522
NOI – Total 175,563 164,385 157,472 157,375 154,516 145,648

NOI Development (In Thousands of NIS)

The NOI in the second quarter of 2022 totaled 176 million NIS, compared to 155 million NIS in the corresponding quarter last year, constituting a growth of 13.6%.

The same property NOI in the second quarter of 2022 amounted to 168 million NIS compared to 154 million NIS in the corresponding quarter last year, constituting a 9.1% increase.

The increase in the NOI for the second quarter compared to the first quarter of 2022 derives from a 3.3 million NIS increase due to assets purchased, a 3 million NIS increase due to the increase in CPI and real increases (new rentals, an increase in rental fees in contract renewals and a decrease in net management expenses) to the sum of 4.9 million NIS.

Weighted Yield Rate

The following is the calculation of the weighted cap rate derived from all the cash-generating properties in Israel as of June 30 2022:

Consolidated
(in Millions of NIS)
Investment property in consolidated report as of June 30 2022 12,716
Less - foreign real estate (920)
Less – value of lands classified as investment property (1,016)
Plus – value of cash-generating properties intending for realization 2
Income-generating investment property in Israel as of June 30 2022 10,782
Less value attributed to vacant spaces (597)
Less value attributed to rental housing (245)
Investment property attributed to rented spaces as of June 30 2022 9,940
NOI from cash-generating properties in Israel as of June 30 2022 334
Standard yearly NOI (plus contracts that have been signed and not yet fully
expressed).
705
Yearly NOI less NOI attributed to rental housing 691
Weighted cap rate deriving from income-generating investment property in
Israel
6.95%

June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

FFO is a commonly-used American, Canadian and European index used to provide additional knowledge on the results of the operations of cash-generating real estate companies, granting a proper basis for comparisons between cash-generating real estate companies. This index is not required by accounting rules. FFO, as defined, expresses net reported profit, less profits (or losses) from the sale of assets, less depreciation and amortization (for real estate) after neutralizing deferred taxes, losses from the early redemption of loans and non-cash flow expenses.

The Company believes that analysts, investors and shareholders may receive information with added value from the measurement of the results of the Company's activity on an FFO basis. The FFO index is used, among other things, by analysts in order to examine the dividend distribution rate from the operating results according to the FFO of real estate companies.

We emphasize that the FFO:

    1. Does not present cash flows from regular activities in accordance with generally accepted accounting rules.
    1. Does not reflect cash held by the Company and its ability to distribute it;
    1. Cannot be considered a replacement for reported net profit for purposes of evaluating the Group's operating results.

FFO calculations (In Thousands of NIS)

1-6.2022 1-6.2021 4-6.2022 4-6.2021 1-12.2021
Net profit for the period 685,109 393,089 618,647 242,393 955,048
Changes in value of investment
property and investment property under
construction
(792,713) (268,658) (764,625) (196,434) (756,381)
Profits and losses from the sale of real
estate, investees, other revenues and
realization of capital reserves from
translation differences.
4,012 (20,588) 1,288 (27,836) (43,490)
Tax expenses from the sale of
properties and other revenues
- 5,990 - 4,290 5,990
Impairment of goodwill - - - - 7,498
Changes in fair value of financial
instruments
25,130 6,125 17,028 (6,106) 8,453
Adjustments due to taxes 200,498 63,136 183,732 51,799 178,570
Loans attributed to affiliated companies (99) 7,011 (697) (1,585) (7,225)
Revaluation of assets and liabilities 1,778 2,675 928 1,761 3,665
Other revenues (11,760) (46,528) (5,279) (24,912) (68,416)
Nominal FFO 111,955 142,252 51,022 43,370 283,712
Added – expenses of linkage
differences on the debt principal and
exchange rate differences
133,781 64,661 78,281 64,160 153,666
Real FFO 245,736 206,913 129,303 107,530 437,378
FFO attributed to cash-generating
property
253,832 217,823 132,467 113,395 460,487

2022 Forecast

The following is the projected FFO from cash-generating properties and projected NOI for 2022:

The Company's forecast for its key operating results in 2022, based on the following working assumptions:

  • Known CPI as of June 30 2022.
  • Without the purchase of new properties.
  • No material changes will occur in the business environment in which the Company is active in Israel beyond the estimate detailed in the events over the course of the period reported above item.
  • The expectations of Company Management regarding the renewal of rental agreements that expire over the course of 2022.
2022 Forecast Update, in Millions of NIS
In Practice
1-6/2022
Revised 2022
Forecast
Previous
Forecast
2021 in Practice
NOI 365 730-750 720-740 691
FFO attributed to cash
generating property
254 500-520 480-500 460

The information in the above table featuring a forecast for all of 2022 constitutes forward-looking information, as defined in Section 32a of the Securities Law, 1968. Forward-looking information is any forecast, estimate, assessment or other information in the Company's possession as they are upon the publication of this report with regard to future events or issues, the materialization of which is uncertain and not under the sole control of the Company, and among other things, is subject, by nature, to significant chances of non-realization. Such information is influenced, among other things, by the business environment in which the Company is active and by the risk factors that characterize the Company's activity, including the state of the Israeli economy, the global health crisis, the global geopolitical crisis, changes in occupancy rates, in the CPI, in interest rates, and in rental fees. Changes in the business environment or the realization of any of the Company's risk factors may influence the Company's activity and its monetary results in a manner different than the assessments detailed above. For details on the risk factors characterizing the Company's activity see Section 1.35 of the Report on the Corporation's Business and for details on the business environment see Section 1.8 of the Report on the Corporation's Business in the 2021 Periodic Report.

Operating Results According to Consolidated Financial Statements

Business Results Summary Table (in Millions of NIS)

For the Period (in Millions of NIS)
Notes and Explanations
1-6.2022 1-6.2021 4-6.2022 4-6.2021
Revenues from rental and property
management fees
467 436 235 221 Most of the increase in the period
derives from the purchase of Bank
Mizrachi properties and rental housing,
from the impact of the CPI increase on
rental
contracts
and
increased
occupancy rates and a real increase in
rental fees. Furthermore, during the first
half of the year last year an 11 million
NIS negative impact was recorded due to
the influence of Covid-19.
Maintenance and Management Cost 108 102 51 51
and Land Revenues from the Sale of Apartments 16 162 16 110
Cost of Apartments and Land Sold 12 137 12 100
Increase in Fair Value of Investment
Property
793 269 765 196 Over the course of the period, 150
valuations
were
carried
out
for
properties in Israel worth 5.2 billion
NIS. The increase in value in the period
derived from an increase in the value of
land, and increase in real rental fees,
improved
occupancy
rates
and
a
decrease
in
capitalization
rates.
Following the increase in the Consumer
Price Index, a 250 million NIS value
increase was recorded. In addition, the
Company recorded a revaluation of 222
million NIS for the Solelim Project,
which largely derived from an increase
in rental fees and from a drop in
capitalization rates. In addition, in the
first quarter the Company listed an
impairment to the sum of 45 million NIS
as a result of the revaluation of the debt
in Kyiv, Ukraine.
Administrative and General, Sales and
Marketing Expenses
45 44 21 22
Realization of Capital Reserve due to
Adjustments from the Translation of
Financial Statements
- (13) - (17)
Financing
Expenses
Net interest expenses 64 64 32 32
Expenses from change in
CPI, net
154 59 102 55 A 3.13% CPI increase in the period
against
a
1.4%
increase
in
the
corresponding period last year.
Loss from early
redemption
2 14 2 -
Net expenses (revenues)
from exchange rate
differences and others
6 (2) (7) 7
Total 226 135 129 94
Income tax expenses 210 85 190 53
Net Profit 685 393 619 242

Table summarizing the concise financial situation, liquidity and sources of finance (in millions of NIS):

As of June 30
2022
As of December 31
2021
Notes and Explanations
Current Assets 1,327 1,644 Mostly a decrease in cash balances
due to investments and purchases
in the period.
Investments handled using the book
value method
388 367
Investment property, investment
property in development and
advance payments on account of
investment in land
13,929 12,254 The increase largely derives from
the completion of the Mizrahi
transaction, from the receipt of
apartments in Kiryat Ono and
from increases in value in the
period.
Inventory of land for construction 252 250
Short-term credit, current
maturities
383 652 The decease largely derives from
the repayment of private loans.
Long-term loans and liabilities from
banking corporations, credit
providers and others.
1,295 1,213
Long-term debentures 4,965 4,243 The increase largely derives from
the expansion of Series T and W.
Total equity attributed to
shareholders
7,500 6,902 Most of the increase derives from
comprehensive income in the
period to the sum of 715 million
NIS, a capital offering of 16
million NIS, offset by dividends to
the sum of 135 million NIS.
Total Equity 7,485 6,892

Cash and Credit Frameworks

Sources In Millions of NIS
Balance of Cash at the Beginning of the Period 923
Cash Deriving from Current Activities 226
Investment Activities
Sale of assets 40
Investment and issue of loans to investees, net (22)
Investment in investment property, real estate under development and property,
plant and equipment
(802)
Investment in subsidiaries (10)
Total investment activity (794)
Financing Activity
Issue of debentures 780
Repayment of short-term credit (47)
Stock offering 16
Receipt of loans from banks and long-term liabilities 21
Repayment of loans from banks and long-term liabilities (252)
Redemption of debentures (172)
Dividends paid to shareholders (136)
Total financing activity 210
Exchange rate differentials due to cash and cash equivalent balances 5
Balance of cash at the end of the period 570

Credit Frameworks

As of the publication of this report, the Company has cash balances and unused credit frameworks totaling 1.2 billion NIS.

As of the report date and as of the publication of this report, the Company is in compliance with all of the financial covenants it was committed to within the framework of the loan agreements and deeds of trust of the Company's debentures.

For details on the debenture series (Series 20 and 25) as well as debentures that constitute a "material loan" as this term is defined in Legal Position 104-15: a reportable credit event published by the Securities Authority on November 30 2011 and as updated on March 19 2017, see Appendix C to the Board of Directors' Report.

Working Capital

Working capital, including assets and liabilities held for sale as of June 30 2022, amounted to 695 million NIS in the Financial Statements compared to a total of 800 million NIS as of December 31 2021. Working capital, including assets and liabilities held for sale as of June 30 2022, amounted to 556 million NIS in the Solo Financial Statements compared to a total of 680 million NIS as of December 31 2021.

Linkage Balance

The Company has financial obligations to the sum 6.9 billion NIS, of which 5.6 billion NIS are CPI-linked. The Company's cash-generating property in Israel is worth 11 billion NIS, is largely rented in CPI-linked rental agreements, and the Company considers this to be long-term inflationary protection.

Investment in Associates

The Company has investments in investees active in Israel and the U.S. The Company lists its investments in these companies using the book value method. As of June 30 2022 the investment in these companies amounts to 388 million NIS, of which 296 million NIS is in Israel.

Credit Rating

In May 2021 Standard & Poor's Maalot revised the rating of the Company and its debentures. The rating of the Company, its unguaranteed debentures (Series 15, 16, 17 and 20) and debentures (Series 24) guaranteed by the shares of Darban Investments Ltd. (a subsidiary) increased from ilAA- to ilAA. The rating of the debentures guaranteed by income-generating real estate properties (Series 18, 19 and 23) which had been ilAA and the Company's short-term create rating which was ilA-1+ were ratified with a stable outlook. In October 2021 Standard & Poor's Maalot announced that it was issuing a rating of ilAA to the debentures (Series 25) issued by the Company, to a total scope of up to 1.2 billion NIS NV. In March 2022 Standard & Poor's Maalot announced that it was granting a rating of ilAA to the debenture expansion (Series 20 and 23).

On May 22 2022, Midroog Ltd. announced the rating for the Company and the debentures issued by the Company. The rating of the Company and the debentures (Series 15, 16, 17, 20, 24 and 25) was set at Aa2.il. The rating of the debentures guaranteed by cash-generating properties (Series 18, 19 and 23) was set at Aa1.il. All at a stable outlook. Midroog also set a short-term rating for the Company of P-1.il.

Dividend Policy

In March 2022 the Company Board of Directors decided on a dividend distribution policy for 2022 totaling 240 million (net without the share of a filly-owned subsidiary) NIS but not exceeding 50% of the Company's total yearly FFO, all subject to a specific decision by the Board of Directors before each distribution after examination of the distribution tests set in law.

On May 22 2022 the Company's Board of Directors decided to distribute dividends to the sum of 63.8 million NIS (the net sum of the dividends without the share of a fully-owned subsidiary is 60 million NIS).

On August 14 2022 the Company's Board of Directors decided to distribute dividends to the sum of 62.5 million NIS (the net sum of the dividends without the share of a fully-owned subsidiary is 60 million NIS).

The Company Board of Directors would like to thank the Company's employees for their dedicated work during the reported period as well as the holders of the Company's securities for the trust they have placed in the Company.

Tal Fuhrer

David Zvida

Company CEO

Chair of the Board of Directors

August 14 2022

Appendices

01 Appendix A
Exposure to Market Risk and Management Thereof
02 Appendix B
Corporate governance and disclosure Regarding the
Corporation's Financial Reporting
03 Appendix C
Special Disclosure for Debenture Holders: Bonds in Public Hands
04 Appendix D
Linkage Basis Report

Appendix A

Exposure to Market Risk and Management Thereof

  • 1. The person responsible for managing market risks is Mr. David Zvida, Chairman of the Company Board of Directors. For details regarding Mr. Zvida, see Regulation 26 of Part D (Additional Details) of the 2021 periodic report, presented by way of referral.
  • 2. No material changes in risk factors have occurred in the reported period compared to those reported in the 2021 periodic report.

Disclosure Provisions with Regard to the Corporation's Financial Reporting

28

Appendix B

Aspect of Corporate Governance and Disclosure Provisions with Regard to the Corporation's Financial Reporting

1. Material Events During and Subsequent to the Reported Period

For details on material events during and subsequent to the reported period, see Note 4 to the Company's June 30 2022 Consolidated Interim Financial Statements.

2. Aspects of Corporate Governance

In accordance with the option granted within the framework of the Companies Regulations (Rules on Remuneration and Expenses for an External Director) (Temporary Order), 2022 ("the Temporary Order") on March 17 2022 the Company Board of Directors established covenants that will apply in a period in which a state of emergency or a special heath situation has been declared as per the Temporary Order, regarding the reclassification of directors in meetings held using means of communications, as participation in a regular meeting ("the Covenants").

After implementing the Covenants, the Company paid the directors additional remuneration to the sum of 70,000 NIS.

Appendix C

Special Disclosure for Debenture Holders: Bonds in Public Hands

30

Appendix C

Special Disclosure for Debenture Holders: Bonds in Public Hands

As of June 30 2022 there are 9 outstanding series of tradable debentures issued by the Company, as detailed in the following table. Note that during the reported period and as of the report date, the Company has met all of the terms and obligations in accordance with the deeds of trust and no conditions existed that gave grounds to the provision of the debentures for redemption or for the realization of collateral in accordance with the terms of the deeds of trust.

As of June 30
2022
(In Thousands
of NIS)
Debentures
Debentures
(Series 15)
(Series 16)
Debentures
(Series 17)
Debentures
(Series 18)
Debentures
(Series 19)
Debentures
(Series 20)
Date of Issue October 31 2013
July 10 2014
July 10 2014 May 10 2016 September 29
2016
July 30 2017
Notational Value
Upon Issue
437,881 347,130 757,524 683,000 423,512 523,521
Outstanding
Notational Value
7,500 234,104 451,117 657,720 383,541 949,427
Stock market rate
(in 0.01 NIS)
106.34 107.8 116.55 115.06 115.38 115
Outstanding
Notational Value,
Linked
7,500 234,104 476,833 708,679 408,683 1,014,735
Accrued interest 106
-
- 3,375 2,649 -
Fair Value 7,178
252,364
525,777 756,773 442,530 1,091,841
Interest type Fixed interest
Denoted Yearly
Interest Rate
5.74% 5.65% 3.7% 2.85% 2.6% 2.81%
Principal
payment dates
Nine non-equal
yearly installments
paid on April 1 of
each of the years
from 2016 to 2024.
4% will be paid in
the first and second
installments, 8% of
the principal will be
paid in the third
installment and
14% of the
principal will be
paid in each of the
fourth through ninth
installments.
Twelve non-equal
yearly installments
paid on June 30 of
each of the years from
2017 to 2028. 5% of
the principal will be
paid in each of the first
through fourth
installments and 10%
of the principal paid in
each of the fifth to
twelfth installments.
Twelve unequal yearly
installments, to be paid
on June 30 of each of
the years from 2017 to
2028, with 5% of the
principal paid in each
of the first through
fourth payments and
10% of the principal
paid in each of the
fifth to twelfth
payments.
Four unequal
annual installments
on December 30 of
each year from
2021 to 2024. 16%
of the principal
shall be paid in the
first installment,
11% of the
principal shall be
paid in the second
installment, 13% of
the principal shall
be paid in the third
installment and
60% of the
principal shall be
paid in the fourth
installment.
Ten unequal annual
installments on
March 31 of each
year from 2018 to
2023 and each year
from 2025 to 2027.
In the first three
installments 2% of
the principal shall
be paid, in each of
the five next
installments 5% of
the principal shall
be paid and in the
ninth installment,
69% of the
principal shall be
repaid.
Eight non-equal
yearly installments
paid on December
31 of each of the
years from 2019 to
2029, except for
2022, 2024 and
2027. First, third
and fourth
installments 5%,
second and fifth
installments 10%,
sixth and seventh
installments 20%
and eighth
installment 25%.
Interest payment
dates
April 1 and October
1 of each year from
2014 to 2024.
June 30 and December
31 of each year from
2014 to 2028
June 30 and December
31 of each year from
2014 to 2028
October 30 and
April 30 of each of
the years from
2016 through 2024.
March 31 and
September 30 of
each of the years
from 2017 to 2026,
as well as on
March 31 2027.
December 31 and
June 30 on each
year from 2017 to
2029.
Linkage Basis
and Terms
Non-linked Non-linked May 2014 CPI March 2016 CPI August 2016
CPI
June 2017 CPI

June 30 2022 Periodic Report | Board of Directors' Report on the State of the Company's Affairs

(Principal and
Interest)
Does it constitute
a material
obligation?
No No No No No No
Rating company S&P Maalot
Rating AA stable
Are there
guarantees for the
payment of the
obligations?
No
Are there any
liens?
No No No Yes. Real estate
properties. See
Appendix A of Part
A of the 2021
Periodic Report.
For details on the
security
replacement
mechanism see
Section 5.9 of the
Deed of Trust
attached as
Appendix A to the
August 20 2020
Shelf Offering
Report (reference
no. 2020-01-
081835).
Yes. Real estate
properties. See
Appendix A of Part
A of the 2021
Periodic Report.
For details on the
security
replacement
mechanism see
Section 5.9 of the
Deed of Trust
attached as
Appendix A to the
August 26 2020
Shelf Offering
Report (reference
no. 2020-01-
084685).
No
Trustee Mishmeret Trust Services Ltd. (1) Resnick Paz Nevo Trusts Ltd. (2)
Right to early
repayment
(3)

As of June 30 2022
(In Thousands of NIS)
Debentures Series 23
Debentures Series 24
(Formerly Series 14 in Jerusalem
(Formerly Series 15 in Jerusalem
Economy Ltd.)
Economy Ltd.)
Debentures Series 25
Date of Issue September 18 2016 June 21 2017 1.11.2021
Notational Value Upon Issue 607,923 612,810 1,026,666
Outstanding Notational
Value
656,046 514,760 1,026,666
Stock market rate (in 0.01
NIS)
113.78 114.32 91.88
Outstanding Notational
Value, Linked
696,930 546,333 1,058,808
Accrued interest 4,216 - 924
Fair Value 746,449
588,474
943,301
Interest type Fixed interest
Denoted Yearly Interest Rate 2.4% 2.6% +0.35%
Principal payment dates Nine non-equal yearly installments
paid on September 30 of each of the
years from 2018 to 2026. First
installment of 2% of the principal,
second to eighth payments of 5% of the
principal, and ninth payment of 63% of
the principal.
Six installments of 4% of the principal
each on June 30 of each year from
2019 to 2024, three installments of 6%
of the principal on June 30 of each year
from 2025 to 2027, the balance of 58%
of the principal on June 30 2028.
Nine non-equal yearly installments
paid on September 30 of each of the
years of 2023, 2025 as well as 2027-
2033.
First and second installments of 5% of
the principal, third to fifth installments
of 10% of the principal and sixth
through ninth installments of 15% of
the principal.
Interest payment dates March 30 and September 30 of each
year from March 30 2017 to September
30 2026.
June 30 and December 31 of each year
from December 31 2017 to June 30
2028.
March 31 and September 30 of each
year from March 31 2022 to September
30 2033.
Linkage Basis and Terms
(Principal and Interest)
July 2016 CPI May 2017 CPI October 2021 CPI
Does it constitute a material
obligation?
No No Yes
Rating company S&P Maalot
Rating AA stable
Are there guarantees for the
payment of the obligations?
No
Are there any liens? Yes. Real estate properties. See
Appendix A of Part A of the 2021
Periodic Report. For details on the
security replacement mechanism see
Section 5.9 of the Deed of Trust
attached as Appendix A to the August
26 2020 Shelf Offering Report
(reference no. 2020-01-084685).
Yes. Darban shares. See Note 23.c.1 to
the Consolidated Financial Statements
in the 2021 Periodic Report and
Appendix B to the 2021 Periodic
Report.
No
Trustee Resnick Paz Nevo Trusts Ltd. (2)
to early repayment (3)

Further Details on Company Debentures

  • (1) Mishmeret Trust Services Ltd., the details of the engagement with which, to the best of the Company's knowledge, are as follows: contact: Mr. Rami Sabbati; address: 46-48 Menachem Begin Road Tel Aviv; telephone number: 03-6386894; fax: 03-6374344; email address: [email protected].
  • (2) Resnick Paz Nevo Trusts Ltd., the details of which, to the best of the Company's knowledge, are as follows: contact: Yossi Resnick; address: 14 Yad Harutzim, Tel Aviv; telephone number: 03-6389200; fax: 03-6389222; email address: [email protected].
  • (3) The terms of the debentures (Series 15-25) state that the Company has a right to early redemption that will be carried out in accordance with the provisions and guidelines of the Stock Exchange bylaws. The Company shall be entitled to perform an early redemption starting from the date the debentures were listed for trade so long as the minimum redemption sum is no less than 1 million NIS. In addition, in the terms of the debentures Series (15-17 and 25), the Company undertook not to create a general current lien on all of its assets in favor of a third party.

Reportable Credit

The Company's debentures (Series 20 and 25) constitute reportable credit.

The following are details regarding the Company's compliance with the financial covenants (Series 20):

The Covenant Ratio as of the
Report Date
Compliance as of
Report Date
Equity will be decreased to below 1.2 billion NIS, for two
consecutive quarters.
7,500
Millions of NIS
Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall not exceed 75% for two consecutive quarters.
38.9% Meeting the
condition
The net financial debt to gross profit ratio, as defined in the deed
of trust, shall not exceed 17 for two consecutive quarters.
8.2 Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall be no less than 16% for two consecutive
quarters.
48.5% Meeting the
condition

Restrictions on the distribution of dividends in accordance with the to the debentures' (Series 20) deed of trust:

The Covenant Ratio as of the
Report Date
Compliance as of
Report Date
Equity will be decreased to below 1.3 billion NIS. 7,500
Millions of NIS
Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall not exceed 73%.
38.9% Meeting the
condition
The net financial debt to gross profit ratio, as defined in the deed
of trust, shall not exceed 15.
8.2 Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall be no less than 17% for two consecutive
quarters.
48.5% Meeting the
condition

The following are details regarding the Company's compliance with the financial covenants (Series 25):

The Covenant Ratio as of the
Report Date
Compliance as of
Report Date
Equity will be decreased to below 2.5 billion NIS, for two
consecutive quarters.
7,500
Millions of NIS
Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall not exceed 75% for two consecutive quarters.
38.9% Meeting the
condition
The net financial debt to gross profit ratio, as defined in the deed
of trust, shall not exceed 16 for two consecutive quarters.
8.2 Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall be no less than 20% for two consecutive
quarters.
48.5% Meeting the
condition

Restrictions on the distribution of dividends in accordance with the to the debentures' (Series 25) deed of trust:

The Covenant Ratio as of the
Report Date
Compliance as of
Report Date
Equity will be decreased to below 3.4 billion NIS. 7,500
Millions of NIS
Meeting the
condition
The net financial debt to balance sheet ratio, as defined in the
deed of trust, shall not exceed 70%.
38.9% Meeting the
condition
The net financial debt to gross profit ratio, as defined in the deed
of trust, shall not exceed 13.
8.2 Meeting the
condition

Appendix D

Linkage Basis Report

Linkage basis report in accordance with June 30 2022 Consolidated Financial Statements:

Section US
Dollar
Swiss EUR Canadian
Dollar
CPI Unlinked Non
Financial
Total
Thousands of NIS
Cash and cash
equivalents
16,080 20,771 40,010 11,287 - 481,429 - 569,577
Short-term investments - - 59,713 - - 20,381 - 80,094
Trade receivables 917 390 6,290 2,835 - 28,167 - 38,599
Receivables and debit
balances
12,492 1,787 12,132 4,091 40,073 51,537 10,263 132,375
Taxes receivable 150 449 498 29 38,963 - - 40,089
Deposits and long-term
debit balances
- - - 245 29,549 - - 29,794
Investments in investees - - 19,415 - - 8,502 360,048 387,965
Assets held for sale - - - - - - 1,660 1,660
Advance payments on
account of investments
in land
- - - - - - 143,641 143,641
Inventory of land for
residential construction
and apartments under
construction
- - - - - - 716,691 716,691
Investment property - - - - - - 12,716,069 12,716,069
Investment real estate
under construction
- - - - - - 1,069,469 1,069,469
Fixed assets - - - - - - 158,167 158,167
Intangible assets - - - - - - 19,630 19,630
Deferred taxes - - - - - - 306 306
Total assets 29,639 23,397 138,058 18,487 108,585 590,016 15,195,944 16,104,126
Trade payables 13 317 7,461 3,653 - 52,411 - 63,855
Accounts payable and
credit balances
3,148 1,444 10,904 813 15,782 111,335 31,632 175,058
Taxes payable - - 7,384 - - 2,839 - 10,223
Loans from banking
corporations including
current maturities
54,734 173,408 15,249 39,331 482,603 478,761 - 1,244,086
Other liabilities 54,795 - - 234 - 57,508 - 112,537
Debentures - - - - 5,026,778 259,673 - 5,286,451
Tenant deposits 952 22 141 - 40,693 - - 41,808
Employee benefit
liabilities, net
- - - - - - 8,070 8,070
Deferred taxes - - - - - - 1,677,291 1,677,291
Total liabilities 113,642 175,191 41,139 44,031 5,565,856 962,527 1,716,993 8,619,379

Liabilities

Mivne Real Estate (K.D) Ltd.

)"The company"(

Annually financial statements - for the period ended June 30, 2022

This is an English translation of the Hebrew consolidated Interim financial statements, that was published on August 15, 2022 (reference no.:2022-01-102949) (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.

Mivne Real Estate (K.D) Ltd.

Consolidated Interim Financial Statements As of June 30 2022

Unaudited

Table of Contents

Page
C.P.A. Review 2
Consolidated Financial Statements (unaudited):
Consolidated Balance Sheets 3-4
Consolidated Statements of Profit or Loss 5
Consolidated Statements of Comprehensive Income 6
Consolidated Statements of Changes in Equity 7-11
Consolidated Cash Flow Reports 12-14
Notes to the Interim Consolidated Financial Statements 15-21

1

Kost Forrer Gabbay & Kassirer 144a Menachem Begin Road, Tel Aviv 6492102

Phone no. +972-3-6232525 Fax +972-3-5622555 ey.com

Auditors' Report to Shareholders of Mivne Real Estate (K.D.) Ltd.

Introduction

We have reviewed the attached interim financial information on Mivne Real Estate (K.D.) Ltd. and its subsidiaries (hereinafter – the Group), which includes its Concise Consolidated Balance Sheet as of June 30 2022 and its Concise Consolidated Statements of Profit or Loss, Reports on Comprehensive Income, Changes in Equity and Cash Flows for the six and three-month periods ending that date. The Company's Board of Directors and management are responsible for the preparation and presentation of financial information for this interim period in accordance with International Accounting Standard 34 "Interim Financial Reporting", as well as for the preparation of financial information for these interim periods in accordance with Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express our conclusions with regard to the financial information for these interim periods, based on our review.

We have not reviewed the concise interim financial information of recently consolidated companies the assets of which included in the consolidation constitute 13.3% of all consolidated assets as of June 30 2022, and revenues of which included in the consolidation constitute 14.27% and 11.45%, respectively, of all consolidated revenues for the nine and three month periods ending that date. Furthermore, we did not audit the concise interim financial information of companies presented according to the book value method, the investment in which amounted to a total of 169 million NIS as of June 30 2022, with the Group's share of the profits of the companies in question amounting to 1.8 million NIS and 237 million NIS in the six and three month periods ending that date, respectively. The concise interim financial statements of said companies have been reviewed by other accountants, the reports of whom have been provided us and our conclusion, inasmuch as it refers to financial information for the aforementioned companies, is based on the reviews conducted by these other accountants.

Scope of the Review

We conducted our review in accordance with Review Standard (Israel) 2410 of the Israeli Institute of Certified Public Accountants, "Reviews of Financial Information for Interim Periods Prepared by the Entity's Auditor." A review of financial information for interim periods consists of inquiries, mainly from people responsible for finances and accounting, and from the application of analytical and other reviewing procedures. A review is significantly limited in scope relative to an audit conducted according to generally accepted Israeli auditing standards, and therefore does not allow us to achieve assurance that we have been made aware of all material issues that might have been identified in an audit. Accordingly, we are not expressing an audit-level opinion.

Conclusion

Based on our review and on those of other accountants, nothing has come to our attention to make us believe that the financial information in question has not been prepared, in all material aspects, in accordance with IAS 34.

In addition to the previous paragraph, based on our review and on those of other accountants, nothing has come to our attention to make us believe that the financial information in question does not comply, in all material aspects, with disclosure regulations as per Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Tel-Aviv, Kost Forrer Gabbay & Kassirer August 14 2022 Certified Public Accountants

Concise Consolidated Balance Sheets

As of June 30 As of
December 31
2022 2021 2021
Unaudited Audited
Thousands of NIS
Current Assets
Cash and cash equivalents 569,577 214,499 922,515
Short-Term Investments and Deposits 59,762 143,232 83,265
Limited cash and funds in trust 20,332 80,256 20,899
Trade receivables 38,599 39,939 28,391
Receivables and debit balances 132,375 94,973 121,596
Taxes receivable 40,089 15,258 22,697
Inventory of land, apartments and buildings for sale and under
construction 464,939 410,937 424,709
1,325,673 999,094 1,624,072
Assets held for sale 1,660 110,288 20,119
1,327,333 1,109,382 1,644,191
Non-Current Assets
Advance payments on account of investment property 143,641 192,667 190,522
Other receivables 29,794 27,745 31,148
Investments in companies handled using the book value method 387,965 281,110 367,459
Investment property 12,716,069 10,816,807 11,340,203
Investment property under development 1,069,469 533,304 722,908
Inventory of land for construction 251,752 16,654 249,763
Fixed assets, net 158,167 104,191 131,669
Intangible assets, net 19,630 27,128 19,630
Deferred taxes 306 241 312
14,776,793 11,999,847 13,053,614
16,104,126 13,109,229 14,697,805

Consolidated Balance Sheets

As of
As of June 30 December 31
2022 2021 2021
Unaudited Audited
Thousands of NIS
Current Liabilities
Credit from banks and credit providers - 15,000 34,915
Current maturities of debentures 321,589 368,162 302,817
Current maturities of loans and other liabilities 61,546 391,881 313,825
Trade payables 63,855 52,687 41,463
Accounts payable and credit balances 173,351 171,782 138,250
Advance payments from buyers 1,707 38,336 4,578
Taxes payable 10,223 14,122 8,190
632,271 1,051,970 844,038
Non-Current Liabilities
Loans from banking corporations and financial institutions 1,182,540 831,555 1,110,347
Debentures 4,964,862 3,312,295 4,242,917
Other liabilities 112,537 100,675 102,829
Tenant deposits 41,808 38,835 38,543
Employee benefit liabilities 8,070 7,921 7,925
Deferred taxes 1,677,291 1,333,953 1,459,474
7,987,108 5,625,234 6,962,035
Equity Attributable to Company Shareholders
Share capital 1,499,999 1,526,222 1,495,852
Premium on Shares 3,515,622 3,716,971 3,500,029
Reserve from Share-Based Payment Transactions 20,391 20,286 22,271
Treasury shares (393,227) (641,127) (393,227)
Retained earnings 3,007,000 2,012,711 2,458,783
Adjustments arising from the translation of the financial statements of
foreign activity 129,101 99,358 97,080
Capital reserve from transactions with minority shareholders (279,026) (279,026) (279,026)
7,499,860 6,455,395 6,901,762
Non-Controlling Interests (15,113) (23,370) (10,030)
Total Equity 7,484,747 6,432,025 6,891,732
16,104,126 13,109,229 14,697,805
August 14 2022
Approval Date of the Financial Tal Fuhrer David Zvida Yossi Filiba
Statements Chair of the Board of
Directors
Chief Executive
Officer
Chief Financial Officer

Consolidated Statements of Operations

For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
For the Year
Ending on
December 31
2022 2021 2022 2021 2021
Unaudited Audited
Thousands of NIS
(Except for Net Profit per Share Data)
Revenues
Rental and management fee income – Israel 420,034 375,121 212,040 192,408 780,782
Rental and management fee income – abroad 47,049 61,315 22,587 28,317 118,148
Sale of apartments and land 15,612 162,355 15,612 110,497 193,219
From management of buildings and infrastructure 112 251 38 96 400
From solar installations, net
From the sale of fuels, net
5,076
557
3,007
571
2,714
263
1,994
262
6,105
1,207
Total revenues 488,440 602,620 253,254 333,574 1,099,861
Expenses
Maintenance expenses – Israel 85,831 78,786 39,496 40,244 173,483
Maintenance expenses – abroad 22,475 23,013 11,239 10,971 42,051
Cost of apartments and land sold 12,242 137,152 12,242 99,755 154,636
Total cost of sales and services 120,548 238,951 62,977 150,970 370,170
Gross profit 367,892 363,669 190,277 182,604 729,691
Increase in value of investment property and
investment property under development, net 792,713 268,658 764,625 196,434 756,381
Sales and marketing expenses 3,973 2,753 939 1,594 7,771
Administrative and general expenses
Increase (decrease) in value of inventory of land for
40,664 41,435 20,305 20,670 81,195
construction - - - - (523)
Other revenues (expenses), net
Realization of capital reserve due to adjustments
from the translation of financial statements for
(2,212) 11,224 (473) 12,514 29,200
foreign activity
The Company's share of the profits (losses) of
- 12,979 - 16,975 12,979
companies handled using the book value method,
net
7,188 (135) 4,606 2,320 21,276
Operating profit 1,120,944 612,207 937,791 388,583 1,460,038
Financing expenses 226,451 127,952 127,753 97,251 296,153
Loss from early redemption of debentures and loans 2,359 13,903 2,359 - 13,903
Financing revenues 2,755 7,574 1,220 3,533 16,514
Profit before taxes on income 894,889 477,926 808,899 294,865 1,166,496
Taxes on income 209,780 84,839 190,252 52,475 211,449
Net profit 685,109 393,087 618,647 242,390 955,047
Attributed to:
Company shareholders 683,217 390,708 617,563 241,220 941,780
Non-controlling interests 1,892 2,379 1,084 1,170 13,267
685,109 393,087 618,647 242,390 955,047
Profit per share attributed to company shareholders
(in NIS)
Basic net income 0.85 0.53 0.77 0.32 1.24
Diluted net income 0.84 0.52 0.76 0.32 1.23

Consolidated Reports on Comprehensive Income

For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
For the Year
Ending on
December 31
2022 2021 2022 2021 2021
Unaudited Audited
Thousands of NIS
Net profit 685,109 393,087 618,647 242,390 955,047
Other comprehensive income (after tax influence):
Sums restated to gain or loss under specific
conditions:
Adjustments arising from the translation of the
financial statements of foreign activity
26,340 5,732 17,840 5,966 5,905
Realization of capital reserve to Statement of
Operations due to foreign activity
- (12,979) - (16,975) (12,979)
26,340 (7,247) 17,840 (11,009) (7,074)
Items not reclassified to gain/loss:
Profit due to investment in financial asset measured
at fair value via other comprehensive income
- 15,235 - 12,341 15,235
- 15,235 - 12,341 15,235
Total other comprehensive income 26,340 7,988 17,840 1,332 8,161
Total comprehensive income 711,449 401,075 636,487 243,722 963,208
Attributed to:
Company shareholders 715,238 400,358 640,112 242,691 949,152
Non-controlling interests (3,789) 717 (3,625) 1,031 14,056
711,449 401,075 636,487 243,722 963,208
Attributed to Company shareholders
Adjustments from Capital
Reserve the Translation Reserve from
from Share of
Financial
Transactions
Based Statements of with Non Non
Stock Premium
on
Treasury Retained Payment Foreign Activity Controlling Controlling Total
Capital Shares Shares Earnings Transactions and Other Funds Interests Total Interests Capital
Unaudited
Thousands of NIS
Balance as of January 1 2022 (Audited) 1,495,852 3,500,029 (393,227) 2,458,783 22,271 97,080 (279,026) 6,901,762 (10,030) 6,891,732
Net profit - - - 683,217 - - - 683,217 1,892 685,109
Other comprehensive income (loss) - - - - 32,021 - 32,021 (5,681) 26,340
Total comprehensive income (loss) - - - 683,217 - 32,021 - 715,238 (3,789) 711,449
Exercise of employee options 4,147 15,593 - - (3,680) - - 16,060 - 16,060
Dividend to Company shareholders - - - (135,000) - - - (135,000) - (135,000)
Dividends to non-controlling interest holders - - - - - - - - (1,294) (1,294)
Share-based payment - - - - 1,800 - - 1,800 - 1,800
Balance as of June 30 2022 1,499,999 3,515,622 (393,227) 3,007,000 20,391 129,101 (279,026) 7,499,860 (15,113) 7,484,747

The attached Notes constitute an inseparable part of these Consolidated Interim Financial Statements.

Consolidated Statements of Changes in Equity

Attributed to Company shareholders
Stock
Capital
Premium on
Shares
Call Options Capital reserve
due to financial
assets measured
at fair value via
other
comprehensive
income:
Treasury
Shares
Retained
Earnings
Reserve
from Share
Based
Payment
Transactions
Adjustments
from the
Translation of
Financial
Statements of
Foreign Activity
and Other Funds
Capital
Reserve
from
Transactions
with Non
Controlling
Interests
Total Non
Controlling
Interests
Total
Unaudited Capital
Thousands of NIS
Balance as of January 1 2021 (Audited) 1,515,298 3,634,931 14,456 (11,526) (641,127) 1,718,294 17,122 104,943 (279,026) 6,073,365 (11,367) 6,061,998
Net profit
Realization of capital reserve to Statement of
- - - - - 390,708 - - - 390,708 2,379 393,087
Operations
Other comprehensive income (loss)
-
-
-
-
-
-
-
15,235
-
-
-
-
-
-
(12,979)
7,394
-
-
(12,979)
22,629
-
(1,662)
(12,979)
20,967
Total comprehensive income (loss)
Departure from consolidation by consolidated
- - - 15,235 - 390,708 - (5,585) - 400,358 717 401,075
company
Classification of capital reserve upon realization
- - - - - - - - - - (10,639) (10,639)
of securities - - - (3,709) - 3,709 - - - - - -
Exercise of employee options 54 396 - - - - (450) - - - - -
Stock offering 10,870 81,644 (14,456) - - - - - - 78,058 - 78,058
Dividend to Company shareholders - - - - - (100,000) - - - (100,000) - (100,000)
Dividends to non-controlling interest holders - - - - - - - - - - (2,081) (2,081)
Share-based payment - - - - - - 3,614 - - 3,614 - 3,614
Balance as of June 30 2021 1,526,222 3,716,971 - - (641,127) 2,012,711 20,286 99,358 (279,026) 6,455,395 (23,370) 6,432,025
Attributed to Company shareholders
Adjustments from Capital
the Translation of Reserve from
Reserve from Financial Transactions
Share-Based Statements of with Non Non
Stock Premium Treasury Retained Payment Foreign Activity Controlling Controlling Total
Capital on Shares Shares Earnings Transactions and Other Funds Interests Total Interests Capital
Unaudited
Thousands of NIS
Balance as of April 1 2022 1,499,999 3,515,622 (393,227) 2,449,437 19,576 106,552 (279,026) 6,918,933 (10,194) 6,908,739
Net profit - - - 617,563 - - - 617,563 1,084 618,647
Other comprehensive income (loss) - - - - - 22,549 - 22,549 (4,709) 17,840
Total comprehensive income (loss) - - - 617,563 - 22,549 - 640,112 (3,625) 636,487
Dividend to Company shareholders - - - (60,000) - - - (60,000) - (60,000)
Dividends to non-controlling interest holders
Share-based payment
-
-
-
-
-
-
-
-
-
815
-
-
-
-
-
815
(1,294)
-
(1,294)
815
Balance as of June 30 2022 1,499,999 3,515,622 (393,227) 3,007,000 20,391 129,101 (279,026) 7,499,860 (15,113) 7,484,747
Attributed to Company shareholders
Capital reserve due Adjustments from Capital
to financial assets the Translation of Reserve from
measured at fair Reserve from Financial Transactions
value via other Share-Based Statements of with Non Non
Stock Premium Call comprehensive Treasury Retained Payment Foreign Activity Controlling Controlling Total
Capital on Shares Options income: Shares Earnings Transactions and Other Funds Interests Total Interests Capital
Unaudited
Thousands of NIS
Balance as of April 1 2021 1,515,298 3,634,931 14,456 (8,632) (641,127) 1,817,782 19,083 110,228 (279,026) 6,182,993 (22,320) 6,160,673
Net profit - - - - - 241,220 - - - 241,220 1,170 242,390
Realization of capital reserve to
Statement of Operations - - - - - - - (16,975) - (16,975) - (16,975)
Other comprehensive income (loss) - - - 12,341 - - - 6,105 - 18,446 (139) 18,307
Total comprehensive income (loss) - - - 12,341 - 241,220 - (10,870) - 242,691 1,031 243,722
Classification of capital reserve upon
realization of securities - - - (3,709) - 3,709 - - - - - -
Exercise of employee options 54 396 - - - - (450) - - - - -
Stock offering 10,870 81,644 (14,456) - - - - - - 78,058 - 78,058
Dividend to Company shareholders - - - - - (50,000) - - - (50,000) - (50,000)
Dividends to non-controlling interest
holders - - - - - - - - - - (2,081) (2,081)
Share-based payment - - - - - - 1,653 - - 1,653 - 1,653
Balance as of June 30 2021 1,526,222 3,716,971 - - (641,127) 2,012,711 20,286 99,358 (279,026) 6,455,395 (23,370) 6,432,025
Attributed to Company shareholders
Audited
Stock
Capital
Premium on
Shares
Buy options Capital
Reserve of
Securities
Available
for Sale
Treasury
Shares
Retained
Earnings
Reserve
from Share
Based
Payment
Transactions
Adjustments from
the Translation of
Financial
Statements of
Foreign Activity
and Other Funds
Capital
Reserve from
Transactions
with Non
Controlling
Interests
Total Non
Controlling
Interests
Total
Capital
Balance as of January 1 2021 1,515,298 3,634,931 14,456 (11,526) (641,127) 1,718,294 17,122 104,943 (279,026) 6,073,365 (11,367) 6,061,998
Net profit
Other comprehensive income (loss)
-
-
-
-
-
-
-
15,235
-
-
941,780
-
-
-
-
(7,863)
-
-
941,780
7,372
13,267
789
955,047
8,161
Total comprehensive income (loss) - - - 15,235 - 941,780 - (7,863) - 949,152 14,056 963,208
Writing off treasury shares
Issue of shares, net of transaction costs
Departure from consolidation by consolidated
(30,530)
10,870
(217,370)
81,644
-
(14,456)
-
-
247,900
-
-
-
-
-
-
-
-
-
-
78,058
-
-
-
78,058
company
Classification of capital reserve upon realization of
- - - - - - - - - - (10,639) (10,639)
securities - - - (3,709) - 3,709 - - - - - -
Dividends paid Company shareholders - - - - - (205,000) - - - (205,000) - (205,000)
Dividends paid holders of non-controlling interests - - - - - - - - - - (2,080) (2,080)
Exercise of employee options 214 824 - - - - (1,038) - - - - -
Share-based payment - - - - - - 6,187 - - 6,187 - 6,187
Balance as of December 31 2021 1,495,852 3,500,029 - - (393,227) 2,458,783 22,271 97,080 (279,026) 6,901,762 (10,030) 6,891,732

Consolidated Cash Flow Reports

For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
For the Year
Ending on
December 31
2022 2021 2022 2021 2021
Unaudited Audited
Thousands of NIS
Cash Flows from Current Activity
Net profit
685,109 393,087 618,647 242,390 955,047
Adjustments required to present cash flows from
current activities
Adjustments to profit or loss items:
Depreciation and amortizations 3,386 2,328 1,737 1,148 12,942
Loss (profit) from short-term investments, net 25,792 (7,570) 17,315 (6,109) (3,804)
Increase in fair value of investment property and
investment property under development, net
The Group's share of losses (profits) of associates
(792,713) (268,658) (764,625) (196,434) (756,381)
handled using the book value method, net (7,188) 135 (4,606) (2,320) (21,276)
Interest and revaluation of debentures and loans 245,243 116,270 139,849 76,383 245,043
Change in employee benefit liabilities, net
Interest and revaluation of deposits and debit
145 140 57 83 144
balances (47,339) 11,677 (30,631) 23,443 38,400
Taxes on income 209,780 84,839 190,252 52,475 211,449
Loss from the impairment of inventory of land for
construction and inventory of buildings and
apartments for sale - - - - 523
Realization of capital reserve from translation
differences to Statement of Operations
Change in fair value of call options measured at fair
- (12,979) - (16,975) (12,979)
value
Loss from early redemption of debentures and loans
3,624
2,359
-
13,903
3,203
2,359
-
-
(39,813)
13,903
Share-based payment 1,800 3,614 815 1,653 6,187
(355,111) (56,301) (444,275) (66,653) (305,662)
Changes in asset and liability items:
Decrease (increase) in trade receivables (9,793) 10,092 (1,009) 9,620 20,573
Decrease (increase) in other receivables 33,308 33,052 80,795 (8,740) 17,015
Increase in trade liabilities 21,977 18,439 1,330 18,921 7,846
Decrease in payables, credit balances and liabilities
due to contract (2,570) (52,874) (21,980) (44,837) (14,103)
Increase in tenant security deposits 3,146 1,438 1,252 1,481 1,195
46,068 10,147 60,388 (23,555) 32,526
Cash paid and received during the reported period
for:
Interest paid (81,695) (78,668) (54,727) (56,086) (179,814)
Interest received 1,181 3,815 532 1,164 8,729
Taxes paid (30,801) (21,138) (11,500) (5,298) (19,906)
Taxes received 2,182 11,389 2,182 9,675 12,412
Dividends received 226 6,832 68 6,832 8,851
(108,907) (77,770) (63,445) (43,713) (169,728)
Net cash deriving from current activity before a
decrease in inventory of apartments and houses for
sale under construction, land for sale and
inventory of land for construction. 267,159 269,163 171,315 108,469 512,183
Decrease (increase) in inventory of apartments and
houses for sale under construction, land for sale
and inventory of land for construction. (41,385) 149,405 (22,805) 129,421 (108,870)
Net cash deriving from current activity 225,774 418,568 148,510 237,890 403,313

Consolidated Cash Flow Reports

For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
For the Year
Ending on
December 31
2022 2021 2022 2021 2021
Unaudited Audited
Thousands of NIS
Cash Flows from Investment Activity
Purchases, advance payments and investments in
investment property (669,927) (283,584) (59,586) (225,638) (518,840)
Investment in investment property under development (108,972) (58,641) (54,367) (39,786) (145,096)
Investment in property, plant and equipment
Investment and loans to companies handled using the
(23,733) (23,416) (7,844) (12,987) (54,145)
book value method, net (22,098) (2,400) (17,297) - (87,492)
Yield from the sale of short-term investments, net
Proceeds from the realization of investment property
591 25,236 4,237 68,834 83,078
and real estate held for sale
Proceeds from the sale of shares and redemption of
38,076 109,407 4,365 36,554 186,543
shareholder loans of investee sold - - - - 18,456
Repayment of long-term loans granted, net 1,670 - 424 - 16,003
Repayment of long-term deposits
Net cash paid for a company consolidated for the first
- - - - 45,815
time (b) (9,916) - (9,916) - -
Proceeds from the realization of investment in
subsidiary consolidated in the past, net (a)
- 55,695 - 42,056 55,695
Net cash used for investment activity (794,309) (177,703) (139,984) (130,967) (399,983)
Cash Flows from Financing Activity
Exercise of options 16,059 - - - -
Issue of shares, net of transaction costs - 78,058 - 78,058 78,058
Dividends paid Company shareholders
Proceeds from the issue of debentures, net of
(135,000) (100,000) (135,000) (100,000) (205,000)
transaction costs 780,493 - - - 1,030,566
Redemption of debentures
Short-term credit from banking corporations and
(171,743) (414,581) (147,879) (143,682) (605,875)
others, net (46,915) (12,500) (70) - 7,415
Receipt of loans from banks and other long-term
liabilities
20,800 34,800 - 10,400 458,570
Repayment of loans from banks and other long-term
liabilities (252,157) (40,540) (235,427) (20,896) (266,544)
Dividend paid to holders of non-controlling interests (1,294) (2,081) (1,294) (2,081) (2,080)
Net cash deriving from (used in) financing activity 210,243 (456,844) (519,670) (178,201) 495,110
Increase (decrease) in cash and cash equivalents (358,292) (215,979) (511,144) (71,278) 498,440
Exchange rate differences due to balances of cash and
cash equivalents
5,354 (1,228) 4,559 (330) (7,631)
Balance of cash and cash equivalents at the beginning
of the period
922,515 431,706 1,076,162 286,107 431,706
Cash and cash equivalents balance at the end of the
period
569,577 214,499 569,577 214,499 922,515

Consolidated Cash Flow Reports

For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
For the Year
Ending on
December 31
2022 2021 2022 2021 2021
Unaudited Audited
Thousands of NIS
(a) Net Cash from the Realization of Investments
in Subsidiaries Consolidated in the Past
Assets and liabilities of subsidiaries as of the
date of sale:
Working capital - (3,427) - (140) (3,693)
Investment property and investment property
under construction - 70,305 - 42,740 70,305
Non-controlling interests - (10,639) - - (10,639)
Profit from divestment - - - - (278)
Capital loss - (544) - (544) -
- 55,695 - 42,056 55,695
(b) Net cash paid for a company consolidated for
the first time
Working capital 12,490 - 12,490 - -
Investment property and investment property
under construction
Long-term liabilities
(30,393)
7,987
-
-
(30,393)
7,987
-
-
-
-
(9,916) - (9,916) - -

Note 1: - General

a. These Financial Statements have been prepared in a concise format as of June 30 2022 and for the six and three month periods ending that date (hereinafter – Interim Consolidated Financial Statements). These Statements should be read in conjunction with of the Company's Annual Financial Statements as of December 31 2021 and for the year ending that date and accompanying Notes (hereinafter – the Annual Consolidated Financial Statements).

b. Implications of the War Between Russia and Ukraine

War broke out between Russia and Ukraine in February 2022. As of the date of the Consolidated Interim Financial Statements, the war has caused, and is continuing to cause, significant casualties, damage to infrastructure and to buildings and disruptions to economic activity in Ukraine.

The Company has a property in Kiev, Ukraine that due to the war, the Company updated its valuation over the course of the reported period via an independent outside appraiser. As a result, the Company recognized an impairment loss in the first quarter of 2022 to the sum of 45 million NIS. The value of the property as of June 30 2022 amounts to \$73 million (256 million NIS). The Company's revenues from rental and management fees for this property in the six-month period ending June 30 2022 amounted to a total of 12 million NIS compared to a total of 19 million NIS in the corresponding period last year.

Note 2: – Principal Accounting Policies

a. Basis of Preparation of the Interim Consolidated Financial Statements

These Consolidated Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as well as in accordance with disclosure requirements as per Chapter D of the Securities Regulations (Periodic and Immediate Reports) 1970.

The accounting policy applied in the preparation of the Consolidated Interim Financial Statements is consistent with that used in the preparation of the Consolidated Yearly Financial Statements, except as described below:

a. Initial adoption of amendments to existing financial reporting and accounting standards:

1. Revisions to IFRS 9, IFRS 7, IFRS 16, IFRS 4 and IFRS 39 on the Reform in IBOR Interest Rates

In August 2020 the IASB published amendments to IFRS 9 Financial Instruments, to IFRS 7 Financial Instruments: Disclosures, to IAS 39 Financial Instruments: Recognition and Measurement, to IFRS 4 Insurance Contacts and IFRS 16 Leases (hereinafter – "the Amendments").

The Amendments provide practical relief dealing with the impact of accounting treatment of the Financial Statements when the benchmark interest rates (IBORs – Interbank Offered Rates) are replaced with risk-free interest rates (RFRs).

In accordance with one of the practical reliefs, the Company will handle contractual amendments or amendments to cash flows directly required as a result of implementation of the reform similar to the accounting treatment of changes in variable interest rates. In other words, a company needs to recognize the changes in interest rates by adjusting the effective interest rate without altering the book value of the financial instrument. Use of this practical relief is dependent on the fact that the change from IBOR to RFR occurs on the basis of equal economic conditions. In addition, the Amendments allow the changes required by the IBOR reform to be made to the designation of the hedging and the documentation without halting the hedging relationships when certain conditions are met. Pursuant to the Amendments, a temporary practical relief was also given in connection with the implementation of hedge accounting pertaining to identifying the hedged risk as "identifiable separately."

Note 2: – Principal Accounting Policies (Continued)

Pursuant to the Amendments, disclosure requirements were added in connection with the impact of the expected reform on the Company's Financial Statements including reference to the manner in which the Company manages implementation of the interest reform, the risks it is exposed to as a result of the expected reform and quantitative disclosures pertaining to financial instruments at IBOR interest rates expected to change.

The above revisions were not expected to have a material impact on the Company's Interim Financial Statements.

2. Revision to IAS 12 Taxes on Income

In May 2021 the IASB published an amendment to International Accounting Standard 12 Taxes on Income (hereinafter: "IAS 12" or "the Standards"), which reduces the incidence of the "initial recognition exclusion" of the deferred taxes presented in Sections 15 and 24 of IAS 12 (hereinafter: "the Amendment").

Pursuant to the guidelines on recognizing deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax asset and liabilities for certain temporary differences deriving from initial recognition of assets and liabilities in certain transactions. This exclusion is called the "initial recognition exclusion". The Amendment reduces the incidence of the "initial recognition exclusion" and clarifies that it does not apply to recognition of deferred tax assets and liabilities deriving from a transaction that is not a business compilation and due to which temporary differences were created equal in terms of credit and debit even if they meet the remaining conditions of the exclusion.

The Amendment shall be applied to yearly reporting periods starting January 1 2023 or subsequently. Early implementation is possible. Regarding lease agreements and recognition of liabilities due to disassembly and renovation – the Amendment will be implemented starting from the start of the earliest reporting period presented in the Financial Statements in which the amendment was implemented for the first time, while charging the cumulative impact of the first-time implementation to the surpluses opening balance (or some other capital component, as relevant) as of this date.

The Company estimates that the above revision will not have a material impact on the Company's Financial Statements.

b. The following is data pertaining to the exchange rates of principal currencies in the countries in which the Group operates and the Consumer Price Index:

Rate of Change during the
Period
The Consumer Price
Index
Israel (*)
Actual Known US Dollar Euro Canadian
Dollar
Swiss
Franc
% % % % % %
30.6.2022
(6 months) 3.22 3.13 12.5 3.3 10.8 7.2
30.6.2022
(3 months) 1.73 1.93 10.2 3.2 6.8 6.3
June 30 2021
(6 months) 1.6 1.4 1.4 (1.8) 4.3 (3.2)
June 30 2021
(3 months) 0.8 1.3 (2.2) (1.0) (0.6) (0.2)
December 31, 2021 2.8 2.4 (3.3) (10.7) (3.1) (6.7)
CPI (in points) Representative rate of exchange (in NIS)
30.6.2022 140.74 140.21 3.5 3.636 2.707 3.650
June 30 2021 134.76 134.63 3.26 3.875 2.629 3.532
December 31, 2021 136.3 136.0 3.110 3.520 2.442 3.405

(*) CPI according to average base of 2000 = 100.

Note 3: – Concise Darban Data

The following is a summary of the financial data of Darban, the shares of which are pledged to the holders of Company debentures (Series 24):

a. Consolidated Balance Sheets

As of
As of June 30 December 31
2022
2021
2021
Unaudited Audited
Thousands of NIS
Current Assets
Cash and cash equivalents 4,771 9,715 7,755
Investments in financial assets 59,714 97,095 83,217
Current maturities of long-term deposits - 45,815 -
Others 8,985 17,455 9,842
73,470 170,080 100,814
Assets held for sale - - 15,840
73,470 170,080 116,654
Non-Current Assets
Investment in shares of parent company
492,018 842,593 647,953
Investments in associates handled using the book value
method 143,585 131,421 145,347
Investment property 1,038,733 987,558 986,218
Others 2,970 4,653 4,397
1,677,306 1,966,225 1,783,915
1,750,776 2,136,305 1,900,569
Current Liabilities
Accounts payable and credit balances 11,663 22,046 10,183
Current maturities of long-term loans 9,965 24,539 9,662
Current maturities of loan from parent company 8,154 37,690 14,601
Others 3,650 7,611 5,062
33,432 91,886 39,508
Non-Current Liabilities
Long-term loans from financial institutions 157,576 160,889 157,624
Loan from parent company - 73,642 45,329
Other long-term liabilities 15,000 15,000 15,000
Deferred taxes 166,540 175,622 155,745
339,116 425,153 373,698
Total Equity 1,378,228 1,619,266 1,487,363
1,750,776 2,136,305 1,900,569

Notes to the Interim Consolidated Financial Statements

Note 3: – Concise Darban Data (Continued)

b. Consolidated Statements of Operations

For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
For the Year
Ending on
December 31
2022 2021 2022 2021 2021
Audited
Revenues
From building rental,
management and maintenance
in Israel
From building rental,
38,291 34,507 19,358 17,028 70,890
management and maintenance
abroad and others
- 1,471 - 446 2,336
Total revenues 38,291 35,978 19,358 17,474 73,226
Costs
Cost of building management
and maintenance
5,042 4,624 3,008 2,281 9,403
Gross profit 33,249 31,354 16,350 15,193 63,823
Net increase in fair value of
investment property
Administrative and general and
51,486 38,901 51,486 39,411 53,405
sales and marketing expenses
The Group's share of profits
(losses) of associates treated
according to the book value
5,074 5,586 1,896 2,383 11,419
method
Realization of capital reserve due
to adjustments from the
translation of financial
(4,697) 5,757 2,047 3,463 25,442
statements for foreign activity
Other revenues
- (3,996)
-
- -
-
(3,996)
-
Profits from regular activities 74,964 66,430 67,987 55,684 127,255
Financing revenues (expenses),
net
Profit from the realization of
consolidated companies and an
(15,296) 13,591 (9,995) 6,086 4,690
investee according to the book
value method
- 373 - - 373
Profit after financing
Tax expenses
59,668
15,049
80,394
12,329
57,992
13,070
61,770
10,359
132,318
20,915
Net profit 44,619 68,065 44,922 51,411 111,403
Attributed to:
Company shareholders
Non-controlling interests
44,640
(21)
67,938
127
44,935
(13)
51,391
20
111,289
114
44,619 68,065 44,922 51,411 111,403

Note 3: – Concise Darban Data (Continued)

c. Consolidated Cash Flow Reports

For the Year
For the 6 Months
Ending June 30
For the 3 Months
Ending June 30
Ending on
December 31
2022 2021 2022 2021 2021
Unaudited
Thousands of NIS
Net cash deriving from current
activity 27,668 36,390 14,073 27,842 65,520
Net cash deriving from (used
for) investment activity 17,228 (50,355) (272) (62,938) (3,344)
Net cash deriving from (used
in) financing activity (48,385) 17,179 (18,434) 24,828 (60,568)
Translation differences due to
cash balances held in foreign
currency 485 (5) 93 (781) (359 )
Increase (decrease) in cash and
cash equivalents
(3,004) 3,209 (4,540) (11,049) 1,249
Balance of cash and cash
equivalent balance at start of
year 7,775 6,506 9,311 20,764 6,506
Balance of cash and cash
equivalents at the end of the
year 4,771 9,715 4,771 9,715 7,755

Note 4: - Material Events During and Subsequent to the Reported Period

  • a. On January 17 2022 the Company CEO, Mr. David Zvida, exercised 3,870,000 options as 3,870,000 regular Company shares worth 1 NIS NV each.
  • b. On February 10 2022 the Company completed a transaction with Bank Mizrahi Tefahot Ltd., Netzivim Assets and Equipment Ltd., Israel Union Bank Ltd. and Egudim Ltd. (hereinafter each of these – a Seller and hereinafter together – the Sellers) for the purchase of the full rights of the sellers to 24 cash-generating land properties throughout Israel with different zoning, including offices and commercial, and including the Israel Union Bank Ltd. management building on Achuzat Bayit Street in Tel Aviv-Yafo, an office building on Lincoln Street in Tel Aviv-Yafo, the main Tel Aviv branch of Union Bank on Echad Ha'am Street it Tel Aviv, and a number of properties in the Bursa Compound in Ramat Gan (all 24 purchased properties shall hereby be referred to together as the Properties).

The proceeds paid by the Company for the purchase of the rights to the properties amounted to a total of 531.6 million NIS plus VAT (hereinafter - the Proceeds). 23 of the 24 properties were rented out by the Company to one of the sellers for variable periods of time starting February 2022 in accordance with rental agreements signed between the Company and the relevant seller regarding each property.

c. On March 17 2022 the Company's Board of Directors approved a distribution of dividends to the sum of 79.8 million NIS (of this a sum of 4.8 million NIS was distributed to Darban Investments Ltd, a fully owned subsidiary holding Company shares (hereinafter – Darban)). The dividend per share is 0.099 NIS. On the same occasion, the Company Board of Directors decided on a dividend distribution policy for 2022

according to which a total of 240 million NIS will be distributed (net, without Darban's share) from the Company's profits but not exceeding 50% of the Company's total yearly FFO, all subject to a specific decision by the Board of Directors before each distribution after examination of the distribution tests set in law.

On May 22, 2022 the Company's Board of Directors approved a distribution of dividends to the sum of 68.3 million NIS (of this a sum of 3.8 million NIS would be distributed to Darban). The dividend per share is 0.07949 NIS.

On August 14 2022 the Company's Board of Directors approved a distribution of dividends to the sum of 62.5 million NIS (of this a sum of 2.5 million NIS would be distributed to Darban). The dividend per share is 0.07949 NIS.

d. On March 27 2022 the Company issued debentures (Series 20 and 23) by way of expansion. The debentures (Series 20) – 530,610,000 NIS NV were issued, in return for a total of 645 million NIS. The effective yearly interest embodied in the offering is 0.31%. The debentures (Series 23) – 118,732,000 NIS NV were issued, in return for a total of 141 million NIS. The effective yearly interest embodied in the offering is -0.97%.

e. On March 31 2022 the Company entered into an agreement with Yad Hanna Homesh Community Cooperative Village – Agricultural Cooperative Association Ltd. (hereinafter: Yad-Hanna) and Hutzot Shefayim – Agricultural Cooperative Association Ltd. (hereinafter – Shefayim) (Shefayim and Yad Hanna are hereby together – the Sellers) to purchase shares of Yad Hanna Homesh Industries – Agricultural Cooperative Association Ltd. (hereinafter – the Association) with existing and potential rights to parts of the land in Block 8634 and Block 8635 and additional land around them (hereinafter – the Land) with a total area of 10 hectares, in such a manner that on the date of the transaction's completion, the Company will hold shares constituting 50% of the issued and paid-up stock capital of the Association (fully diluted) and will join the Association as a member (hereinafter – the Purchase Agreement). In accordance with the plan applicable to part of the Land, the use permitted for them today is for industry, including storage. The Association intends to engage in planning and advancing a project for the construction of a cash-generating employment compounds on the Land. The purchase agreement was stipulated on the following preconditions: the approval of the Antitrust Commissioner, the approval of the ILA, the approval of the certified organs at the Sellers and the Company and the receipt of approval from any third parties as needed. The proceeds for the shares sold amount to a total of 140 million NIS, plus VAT. In addition, the Company provided the Association a capital note to the sum of 43 million NIS.

On July 19 2022 all of the preconditions were met for the completion of the "Yad Hannah" transaction and accordingly, the parties completed the transaction on the same day.

Note 4: - Material Events During and Subsequent to the Reported Period (Continued)

f. On April 27 2022 the protocol of the committee approving the decision of the Local Committee for Planning and Construction Tel Aviv-Yafo from March 23 2022, on the deposit of Plan no. 507-0892091 "TA/MK/4974 – Ayalon Region" was approved, subject to fulfilling certain conditions (hereinafter – the Plan) regarding part of Parcel 64 in Block 7069, located between Yigal Alon Street west of the Bitzron Neighborhood, Aminadav Street on the south and Meitav Street on the east (hereinafter – the Land), which is held by the Company via capitalized lease.

The plan, as approved by the Local Committee, includes the construction of three buildings: a 47-story residential building, two 47-story employment buildings, and an additional employment structure of the "Mashbir Hamerkazi" building regarding which the plan has established it as a building for preservation. The Plan area includes 1.3 hectares from the construction rights utilization, as follows:

a. Construction rights for housing – 41,600 m² primary area (constituting 400 housing units).

b. Construction rights for commerce and employment: some 125,000 m².

Approval of the plan is subject to the approval of the legally certified planning authorities.

  • g. On May 24 2022 the Company announced that it had received a permit from the Securities Authority to published a shelf prospectus according to which securities could be issued, in effect until May 25 2024.
  • h. On June 13 2022, the Company, through a partnership fully owned by the Company, engaged with a company fully-owned (indirectly) by U.S. RIT company Digital Realty Trust ("DLR" and together: "the Parties") in a number of agreements for the establishment and management of a limited partnership that will be held by the parties in equal shares and operate under the name Digital Realty Mivne ("the Partnership"), key of which are as follows:
      1. The Partnership will act to purchase, establish, manage, finance, develop and rent data centers throughout Israel ("the Data Center Activity").
      1. All of the parties' Data Center Activity in Israel shall be carried out through the Partnership only.
      1. Both of the parties must inject capital to the Partnership to the sum of up to \$50 million in accordance with the board of directors of the General Partner ("the Initial Investment"). Additional financing of the activity will be carried out via outside financing, shareholder loans or additional capital injections by the parties, with dilution mechanisms set that will apply in the event that a decision is made by the board of directors of the General Partner to make an additional investment by the Parties (beyond the Initial Investment)), and one of the Parties has not provided their share.
      1. So long as the Parties hold equal rights in the General Partner, the Board of Directors of the General Partner shall be comprised of an equal number of representatives for each of the parties, with the Chairman of the Board of Directors being a director on behalf of DLR and holding the deciding vote in the event of a tie in a vote except for subjects in which a special majority is needed, such as regarding certain changes in the articles of association of the Partnership or the General Partner, an initial public offering and sale of activity, expansion of the Partnership's areas of activity beyond Data Center Activity, offering, buying back, cancelling or redeeming shares or rights of the Partnership or the General Partner not in accordance with the terms of the agreement, changing the representation mechanism in the Board of Directors, longterm purchases or rentals of a material asset and approval of a budget or a deviation from the budget unless carried out within the framework of "permitted projects", voluntary dissolution of the General Partner or the Partnership, appointment or dismissal of senior officers, receipt of outside financing above the threshold set and interested party transactions.
      1. Within the framework of the Data Centers Activity, the Partnership shall consider buying, renting and/or building on land and/or of suitable buildings in Israel for the activity in question, including (but not limited to) buildings owned or leased by the parties and/or related parties. In this regard, each party undertook to grant (or lead to the controlling company granting) the Partnership the first vote regarding renting such properties, so long as the purpose of their use is for Data Center Activity, as detailed in the agreement.
      1. The agreements in question include additional generally accepted preconditions including mechanisms held by the Parties regarding the allocation of shares and rights to the General Partner and the Partnership, rights of refusal and joining rights in the event of a sale of shares or rights as noted above, and prohibition on the sale of such shares and rights for a period of seven years from the determining date.
      1. When five years pass from the determining date, the Parties (subject to the terms of the agreement) shall be entitled to initiate the activation of a forced sales mechanism of the rights to the Partnership and the General Partner.
    • i. On July 10 2022 Darban distributed as dividend in kind 16,525,024 NV company shares held by it at a value of 175 million NIS, based on the value of the shares on the distribution date. After the distribution, the number of dormant shares for voting purposes, held by Darban, was 31,901,921 NV shares and the number of dormant shares held by the Company was 47,054,553 NV shares. On July 12 2022 the Company deleted the dormant shares in question in its possession.

Talk to a Data Expert

Have a question? We'll get back to you promptly.