Exhibit 99.2
Brenmiller Energy Ltd.
Condensed consolidated financial statements as of and for the 6 month period ended June 30, 2023 (Unaudited)
Index to condensed consolidated financial statements | |
Page | |
Condensed Consolidated Financial Statements in US Dollars (Unaudited): | |
Condensed Consolidated Statements of Financial Position | 2 |
Condensed Consolidated Statements of Comprehensive loss | 3 |
Condensed Consolidated Statements of Changes in Equity | 4 |
Condensed Consolidated Statements of Cash Flows | 5 - 6 |
Notes to the Condensed Consolidated Financial Statements | 7 – 12 |
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Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSTION
(Unaudited)
June 30, | December 31, | |||||||||
Note | 2023 | 2022 | ||||||||
USD in thousands | ||||||||||
Assets | ||||||||||
CURRENT ASSETS: | ||||||||||
Cash and cash equivalents | ||||||||||
Restricted deposits | ||||||||||
Trade receivables | ||||||||||
Other receivables | ||||||||||
Inventory | ||||||||||
Assets held for sale (Rotem1) | ||||||||||
TOTAL CURRENT ASSETS | ||||||||||
NON-CURRENT ASSETS: | ||||||||||
Cash and cash equivalent – long term | ||||||||||
Restricted deposits | ||||||||||
Right-of-use assets, net | ||||||||||
Property, plant and equipment: | ||||||||||
Plant and equipment, net | ||||||||||
Advances to equipment supplier | ||||||||||
Total property, plant and equipment | ||||||||||
TOTAL NON-CURRENT ASSETS | ||||||||||
TOTAL ASSETS | ||||||||||
LIABILITIES AND EQUITY | ||||||||||
CURRENT LIABILITIES: | ||||||||||
Trade payables | ||||||||||
Deferred revenues | ||||||||||
Other payables | ||||||||||
Provisions | ||||||||||
Current maturities of liabilities for royalties | ||||||||||
Current maturities of lease liabilities | ||||||||||
TOTAL CURRENT LIABILITIES | ||||||||||
NON-CURRENT LIABILITIES | ||||||||||
European Investment Bank (“EIB”) loan | ||||||||||
Lease liabilities | ||||||||||
Liability for royalties | ||||||||||
TOTAL NON-CURRENT LIABILITIES | ||||||||||
TOTAL LIABILITIES | ||||||||||
EQUITY : | 5 | |||||||||
Share capital | ||||||||||
Share premium | ||||||||||
Receipts on account of warrants | ||||||||||
Capital reserve from transactions with controlling shareholders | ||||||||||
Capital reserve on share based payments | ||||||||||
Foreign currency cumulative translation reserve | ( | ) | ( | ) | ||||||
Accumulated deficit | ( | ) | ( | ) | ||||||
TOTAL EQUITY | ||||||||||
TOTAL LIABILITIES AND EQUITY |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Six months ended June 30 | |||||||||||
2023 | 2022 | ||||||||||
USD in thousands (except per share data) | |||||||||||
REVENUES: | |||||||||||
LICENSING FEE | |||||||||||
OTHER ENGINEERING SERVICES | 6 | ||||||||||
COSTS AND EXPENSES: | |||||||||||
COST OF REVENUES | 7 | ( | ) | ( | ) | ||||||
RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET | 8 | ( | ) | ( | ) | ||||||
MARKETING AND PROJECT PROMOTION EXPENSES | ( | ) | ( | ) | |||||||
GENERAL AND ADMINISTRATIVE EXPENSES | 9 | ( | ) | ( | ) | ||||||
SHARE IN LOSS OF JOINT VENTURE | ( | ) | |||||||||
OTHER INCOME, NET | |||||||||||
OPERATING LOSS | ( | ) | ( | ) | |||||||
FINANCIAL INCOME | |||||||||||
FINANCIAL EXPENSES | ( | ) | ( | ) | |||||||
FINANCIAL INCOME, NET | |||||||||||
LOSS FOR THE PERIOD | ( | ) | ( | ) | |||||||
OTHER COMPREHENSIVE LOSS – ITEM THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS – EXCHANGE DIFFERENCES ON TRANSLATION TO PRESENTATION CURRNECY | ( | ) | ( | ) | |||||||
COMPREHENSIVE LOSS FOR THE PERIOD | ( | ) | ( | ) | |||||||
LOSS PER ORDINARY SHARE (in Dollars) - | |||||||||||
( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
Share capital | Share premium | Receipts for warrants | Capital reserve from transactions with controlling shareholder | Capital reserve on share-based payments | Foreign currency cumulative translation reserve | Accumulated deficit | Total Equity | |||||||||||||||||||||||||
USD in thousands | ||||||||||||||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
CHANGES DURING THE PERIOD: | ||||||||||||||||||||||||||||||||
Loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Currency translation differences | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
Issuance of share and warrants, net | ||||||||||||||||||||||||||||||||
Share-based payments | ||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
CHANGES DURING THE PERIOD: | ||||||||||||||||||||||||||||||||
Loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Currency translation differences | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
Issuance of share and warrants, net | ||||||||||||||||||||||||||||||||
Share-based payments | ||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2022 | ( | ) | ( | ) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30 | ||||||||
2023 | 2022 | |||||||
USD in thousands | ||||||||
CASH FLOWS - OPERATING ACTIVITIES: | ||||||||
Net cash used for operating activities (see Appendix A) | ( | ) | ( | ) | ||||
CASH FLOWS - INVESTING ACTIVITIES: | ||||||||
Purchase of equipment | ( | ) | ( | ) | ||||
Installation of production line | ( | ) | ( | ) | ||||
Investment in Joint venture | ( | ) | ||||||
Restricted deposits and interest received, net | ||||||||
Net cash used for investing activities | ( | ) | ( | ) | ||||
CASH FLOWS - FINANCING ACTIVITIES: | ||||||||
Proceeds from issuance of shares and warrants, net | ||||||||
Repayment of bank loan and interest thereon | ( | ) | ||||||
Payments with respect to lease liabilities and interest thereon | ( | ) | ( | ) | ||||
Repayment of royalties’ liability | ( | ) | ( | ) | ||||
Amounts recognized as liability for royalties | ||||||||
Net cash provided by financing activities | ||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | ||||||||
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
Brenmiller Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30 | ||||||||
2023 | 2022 | |||||||
APPENDIX | USD in thousands | |||||||
A. NET CASH USED FOR OPERATING ACTIVITIES | ||||||||
Loss for the period | ( | ) | ( | ) | ||||
Adjustments for: | ||||||||
Depreciation | ||||||||
Amortization of right-of-use assets | ||||||||
Royalty obligation initial recognition and adjustment | ( | ) | ||||||
Provision | ( | ) | ||||||
Share in loss of joint venture | ||||||||
Other income | ( | ) | ||||||
Fair value adjustment of share options’ liability | ( | ) | ||||||
Other financial expenses, net | ||||||||
Share-based payment | ||||||||
( | ) | ( | ) | |||||
Changes in operating working capital: | ||||||||
Increase in trade and other receivables | ( | ) | ( | ) | ||||
Decrease (increase) in inventory | ( | ) | ||||||
Increase (decrease) in deferred revenues and trade and other payables | ( | ) | ||||||
Net cash used for operating activities | ( | ) | ( | ) | ||||
B. NON-CASH INVESTMENT AND FINANCING ACTIVITIES: | ||||||||
Recognition of Lease liability and right-of-use asset | ||||||||
Derecognition of lease liability | ||||||||
Derecognition of right of use asset | ||||||||
Borrowing costs capitalized | ||||||||
Issuance of shares and warrants in exchange of accrued and unpaid CEO salary | ||||||||
C. INTEREST PAYMENTS (included in financing activities items) | ||||||||
D. INTEREST INCOME (included in investing activities items) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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Brenmiller Energy Ltd.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - GENERAL
A. | General description of the Company and its operations |
Brenmiller Energy Ltd. (hereinafter – “The Company”’ or “the Parent Company”) was incorporated and commenced its business operations in Israel in 2012. The Company’s registered offices are in Rosh Ha’Ayin in Israel. The Company is a public company whose shares are traded on the Tel-Aviv Stock Exchange since August 2017, and, commencing May 2022, on Nasdaq (TASE and Nasdaq: BNRG).
During the reported period, the Company announced its intension to make a voluntary deregistration of its securities from trading on the Tel-Aviv Stock Exchange, which will take effect on September 11, 2023 (the last trading day will be Septemeber 7, 2023).
The Company is controlled by Mr. Avraham Brenmiller (hereinafter: the “Controlling shareholder”), who serves as the Company’s CEO and as Chairman of the Board of Directors, and his sons.
These consolidated financial statements use the US Dollar as the presentation currency (see Note 2 to the annual financial statements).
The Company is a technology company in the field of thermal energy storage generated from a variety of energy sources and supplies steam and/or hot air, services, products and equipment in this field. The Company primarily focusses on the industrial heating market and the power plants market. Through June 30, 2023, the Company’s main activity was focused on the development of its technology and its application into products and commercial solutions and continued the assembling of its new production line to facilitate commercial operations.
B. | Liquidity |
The Company has not yet generated significant revenues from its operations and has an accumulated deficit as of June 30, 2023, as well as a history of net losses and negative operating cash flows. Through June 30, 2023, the Company commenced the commercialization of its products and services and is in the process of assembling a new production line to facilitate this shift in operations from the development stage to commercial operations. However, the Company expects to continue incurring losses and negative cash flows from operations until its products reach profitability. As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company has concluded that a material uncertainty exists that may cast significant doubt (or cast substantial doubt as contemplated by PCAOB standards) about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Management’s plans include the continued commercialization of the Company’s products and services, raising capital through a private placements or public offerings and through government grants under approved R&D plans and receiving the second tranche of the loan from our EIB credit facility. In addition, management is planning to find additional cash sources through additional equity and debt financing.
There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce, delay, or adjust its operating expenses, including commercialization of existing products or be unable to expand its operations, as desired.
C. | Approval of unaudited condensed consolidated financial statements |
The unaudited condensed consolidated financial statements of the Group for the period ended June 30, 2023 were approved by the Board of Directors (the “Board”) on August 9, 2023 and signed on its behalf by the Chief Executive Officer and the Chief Financial Officer.
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Brenmiller Energy Ltd.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - THE BASIS FOR THE PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Group’s condensed consolidated financial statements as of June 30, 2023 and 2022 and for the interim six month periods then ended (hereinafter: “The financial information for the interim period”) were prepared in accordance with International Accounting Standard 34: “Interim Financial reporting” (hereinafter: “IAS 34”). The financial information for the interim period is presented in a condensed form and does not include all of the information and disclosures that are required within the framework of annual financial statements. The financial information for the interim period should be read in conjunction with the annual financial statements for the year ended December 31, 2022 and the accompanying notes thereto, which comply with the International Financial Reporting Standards (hereinafter: “IFRS Standards”), as issued by the International Accounting Standard Board (“IASB”).
NOTE 3 - PRINCIPAL ACCOUNTING POLICIES
The principal accounting policies and calculation methods, which have been implemented in the preparation of the financial information for the interim period, are consistent with those that were implemented in the preparation of the Group’s annual financial statements for the year ended December 31, 2022, except for the following IFRS guidance that is applicable to the Company, that became effective and is applied commencing January 1, 2023:
Amendment to IAS 12 – this amendment requires to recognize deferred taxes in transactions that, on initial regognitions, give rise to equal amounts of taxable and deductible temporary differences, which , as relates to the Company, apply to temporary differences arising on the initial recognition of right-of-use assets and the corresponding lease liabilities; the adoption of this amendment had no material effect on the Company’s financial statements.
Amendment to IAS 8 – this amendment clarifies the definition of accounting estimated and how should companies distinguish between changes in accounting policies and changes in accounting estimates. The adoption of this amendment had no material effect on the Company’s financial statements.
Amendment to IAS 1 – this amendment requires that the annual financial statements for 2023, will disclose the material accounting policies (that may affect the decisions of the main users) instead of the significant accounting policies. The Company will apply the materiality threshold in disclosing its accounting policies in its 2023 annual finnaicial statements.
NOTE 4 - SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the interim financial statements requires the Company’s management to exercise judgment and it also requires the use of accounting estimates and assumptions, which affect the implementation of the Group’s accounting policy and the reported amounts of the assets, liabilities and expenses. The actual results may be different from these estimates.
When preparing these interim condensed consolidated financial statements, the significant judgments that were applied by the management in the implementation of the Group’s accounting policy and the uncertainty that is inherent in the key sources of the estimates were identical to those in the Group’s annual consolidated financial statements for the year ended December 31, 2022.
8
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - SIGNIFICANT EVENTS DURING THE PERIOD:
A. | Private placement to investors and the controlling shareholder |
Pursuant to the approval of an
extraordinary meeting of the Company’s shareholders held on January 24, 2023, of a definitive private placemet agreements signed
at the end of 2022 (see also Note 21A to the consolidated annual financial statements for 2022), in February 16, 2023, the Company completed
a private placement by certain investors, part of whom are existing shareholders of the Company (the “Investors”), and the
controlling shareholder of the Company, in an aggregate amount of NIS
Issuance costs (of approximately
USD
The above private placement includes
The Investors and the controlling shareholder received piggyback registration rights for their ordinary shares and associated warrants. The Company has agreed to file a registration statement with the SEC to register the resale of the warrant shares thirty (30) days after becoming shelf eligible. Upon effectiveness of such registration statement, the aforementioned piggyback rights shall expire. On June 29, 2023, the Company filed with the SEC a registration statement of Form F-3 to affect the registration of the ordinary shares and warrants, as above.
The Investors are subject to certain restrictions regarding resale of the Units, the Offered Shares and the shares underlying the Offered Warrants for Investors pursuant to Israeli and U.S. laws.
9
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - SIGNIFICANT EVENTS DURING THE PERIOD (cont.):
B. | An amendment to the Company’s compensation policy for officers and directors |
Pursuant to the approval of an extraordinary meeting of the Company’s shareholders held on January 24, 2023, and as recommended by the Board of Directors and compensation committee, the Company adopted an amendment to the Company’s compensation policy, which includes an efficiency plan to decrease expenses and the Company’s burn rate, which plan may include, inter alia, exchanging accrued and unpaid cash salary to Company’s employees and officers with equity-based compensation (the “Efficiency Plan”). The amendment presents the following changes to the current compensation policy from August 25, 2022:
i. | To allow the Compensation Committee and the Board of Directors to exchange basic salary with equity-based
compensation, either in whole or in part, by issuing Restricted Shares (“RS”) or Restricted Shares Units (“RSU”)
which will be vested on a monthly basis. In such case, the calculation of the RS and RSU value in comparison to the basic salary will
include a discount of up to |
ii. | To allow the Compensation Committee and the Board of Directors to exchange accrued and unpaid cash salary
to office holders, including shareholders and /or relative of controlling shareholders, with RSU or any other equity-based compensation
in accordance with the Company’s option plan (as defined in the current compensation policy) with the following minimum terms: vesting
period of no less than one month, share price that will be calculated according to the average of Company’s market share price in
the last 5-30 days (at the Boards’ discretion), with a discount of up to |
iii. | To grant equity-based compensation in exchange of accrued and unpaid employee’s salary to Mr. Avraham
Brenmiller. Following the above approval, |
Under the above approved compensation
plan, the Company granted during the period to its employees and service providers :
In addition, following the approval
of the extraordinary shareholders meeting and the recommendation of the Board of Directors, the controlling shareholders were granted
share options (received instead of RSU, with no incremental value as of the modification date), as follows:
10
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - SIGNIFICANT EVENTS DURING THE PERIOD (cont.):
C. | Clean Energy production for an Israeli Beverage Producer: |
During the
period, the Company received an approval from the Israeli Ministry of Environmental Protection for a NIS
D. | Dimona Israel Production Facility: |
The Company is proceeding with the assembly of its TES gigafactory in Dimona, Israel, under the arrangement with EIB. The production facility is planned to be Industry 4.0 compliant and will have a fully automated line with a production capacity of up to 4 GWh of its patented bGenTM TES modules annually.
The Company expects that it will be operational by the end of 2023 and plans to ramp-up the production line during 2024 and increase its production capacity in order to reach the target of 4 GWh annually.
E. | An agreement with sales agent |
On June 9,
2023, the Company, entered into a Sales Agreement with A.G.P./Alliance Global Partners (“the Sales Agent”), pursuant to which
the Company may offer and sell, from time to time, to or through the Sales Agent as agent or principal, ordinary shares, par value NIS
F. | June 2023 private placement |
On June 15,
2023,
The warrants
are exercisable at a price of NIS
Issuance
costs (of approximately USD
NOTE 6 – REVENUES - Other engineering services in 2023 are mostly in respect of the engineering milestones of the project in Romania (see Note 7 to the annual 2022 finacial statements), which was then terminated.
11
Brenmiller Energy Ltd.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - COST OF REVENUES
Six months ended June 30 | ||||||||
2023 | 2022 | |||||||
USD in thousands | ||||||||
Salary and related expenses | ||||||||
Consultants and subcontractors | ||||||||
Operating costs not attributed to projects (mainly salary and related expenses) | ||||||||
NOTE 8 -
Six months ended June 30 | ||||||||
2023 | 2022 | |||||||
USD in thousands | ||||||||
Total research, development and engineering expenses | ||||||||
Less – grants | ( | ) | ( | ) | ||||
NOTE 9 -
Six months ended June 30 | ||||||||
2023 | 2022 | |||||||
USD in thousands | ||||||||
Salary and related expenses | ||||||||
Consultants and insurance | ||||||||
Depreciation and other | ||||||||
Office maintenance | ||||||||
NOTE 10 - TRANSACTIONS WITH RELATED PARTIES – see Note 5A and 5B.
NOTE 11 -
A. | Fair value estimates of financial instruments (that are not presented at fair value) |
The fair value of the loan from EIB
as at June 30, 2023, based on citations of interest rates in the market (level 2 of fair value hierarchy), approximates USD
B. | Exchange rate of the US Dollar |
The exchange rates of the USD and the changes therein during the reporting periods, are as follows:
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
1 USD = | ||||||||
Exchange rate at June 30, | ||||||||
Increase during the period | % | % |
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