6-K
Kenon Holdings Ltd. (KEN)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
August 31, 2023
Commission File Number 001-36761
Kenon Holdings Ltd.
1 Temasek Avenue #37-02B
Millenia Tower
Singapore 039192
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.
Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KENON HOLDINGS LTD. | ||
|---|---|---|
| Date: August 31, 2023 | By: | /s/ Robert L. Rosen |
| Name: | Robert L. Rosen | |
| Title: | Chief Executive Officer |
3
Exhibit 99.1
Kenon Holdings Reports Q2 2023 Results and Additional Updates
Singapore, August 31, 2023. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) (“Kenon”) announces its results for Q2 2023 and additional updates.
Q2 and Recent Highlights
Kenon
| • | Kenon has returned approximately $24 million of capital to shareholders by repurchasing approximately 1.8% of its total outstanding shares since the start of the $50 million share repurchase plan announced in March 2023. |
|---|
OPC
| • | Financial results: |
|---|---|
| • | OPC’s net loss in Q2 2023 was $11 million, as compared to a net loss of $10 million in Q2 2022. OPC’s Q2 2023 net loss included its share in profit of CPV of $4 million as compared to a $10 million share in loss of CPV in Q2 2022. |
| --- | --- |
| • | OPC’s Adjusted EBITDA^1^ (including proportionate share in Adjusted EBITDA of associated companies) in Q2 2023 was $47 million, as compared to $26 million in Q2 2022. |
| --- | --- |
ZIM
| • | Financial results^2^: |
|---|---|
| • | ZIM reported a net loss in Q2 2023 of $213 million, as compared to net profit of $1.3 billion in Q2 2022. |
| --- | --- |
| • | ZIM reported Adjusted EBITDA^1^ in Q2 2023 of $275 million, as compared to $2.1 billion in Q2 2022. |
| --- | --- |
^1^ Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated August 31, 2023 for the definition of OPC’s Adjusted EBITDA and ZIM’s Adjusted EBITDA and a reconciliation to their respective net (loss)/profit for the applicable period.
^2^ Represents 100% of ZIM’s results. Kenon’s share of ZIM’s results for the three months ended June 30, 2023 and June 30, 2022 was approximately 21%.
Discussion of Results for the Three Months ended June 30, 2023
Kenon’s consolidated results of operations from its operating companies essentially comprise the consolidated results of OPC Energy Ltd (“OPC”). Our share of the results of ZIM Integrated Shipping Ltd. (“ZIM”) are reflected under results from associated companies.
See Exhibit 99.2 of Kenon’s Form 6-K dated August 31, 2023 for summary of Kenon’s consolidated financial information; summary of OPC’s consolidated financial information; a reconciliation of OPC’s Adjusted EBITDA (which is a non-IFRS measure) to net loss; a summary of financial information of OPC’s subsidiaries; and a reconciliation of ZIM’s Adjusted EBITDA (which is a non-IFRS measure) to net (loss)/profit.
OPC
The following discussion of OPC’s results of operations is derived from OPC’s consolidated financial statements, as translated into US dollars.
Summary Financial Information of OPC
| For the three months ended<br> June 30, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| millions | |||||
| Revenue | 121 | ||||
| Cost of sales (excluding depreciation and amortization) | ) | (100 | ) | ||
| Finance (expenses)/income, net | ) | 9 | |||
| Share in profit/(loss) of associated companies, net | (10 | ) | |||
| Loss for the period | ) | (10 | ) | ||
| Attributable to: | |||||
| Equity holders of OPC | ) | (4 | ) | ||
| Non-controlling interest | ) | (6 | ) | ||
| Adjusted EBITDA^3^ | 26 |
All values are in US Dollars.
For details of OPC’s results by segment please refer to Appendix A.
Revenue
| For the three months ended<br> June 30, | |||
|---|---|---|---|
| 2023 | 2022 | ||
| millions | |||
| Israel | 105 | ||
| U.S. | 16 | ||
| Total | 121 |
All values are in US Dollars.
OPC’s revenues are denominated in NIS. Excluding the impact of translating OPC’s revenue from NIS to USD, OPC’s revenue increased by $55 million in Q2 2023, as compared to Q2 2022. Set forth below is a discussion of significant changes in revenue between Q2 2023 and Q2 2022.
OPC’s revenue from the sale of electricity to private customers is derived from electricity sold at the generation component tariffs, as published by the Israeli Electricity Authority (“EA”), with some discount. Accordingly, changes in the generation component tariffs generally affect the prices paid under Power Purchase Agreements by customers of OPC-Rotem and OPC-Hadera. The weighted-average generation component in Q2 2023 was NIS 0.3039 per KW hour, which is approximately 9% higher than the weighted-average generation component tariff in Q2 2022 of NIS 0.2799 per KW hour.
^3^ Non-IFRS measure. See Appendix C for a definition of OPC’s EBITDA and Adjusted EBITDA and a reconciliation of these measures to net loss.
2
Set forth below is a discussion of changes in the key components in revenue for Q2 2023 compared to Q2 2022.
| • | Revenue from sale of energy to private customers in Israel – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues increased by $22 million<br> primarily as a result of (i) $15 million from an increase in the generation component tariff and (ii) an increase of $6 million from the consolidation of results of the Gat Power Plant in Q2 2023; |
|---|---|
| • | Revenue from private customers in respect of infrastructure services – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues increased by $14<br> million primarily as a result of (i) an increase of $6 million from an increase in the infrastructure tariff, (ii) an increase of $6 million from an increase in customer consumption and (iii) an increase of $2 million from the consolidation<br> of results of the Gat Power Plant in Q2 2023; |
| --- | --- |
| • | Revenue from sale of energy to the System Operator and to other suppliers – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues increased by<br> $7 million as a result of consolidation of results from the Gat Power Plant in Q2 2023; and |
| --- | --- |
| • | Other revenues – Excluding the impact of translating OPC’s revenue from NIS to USD, such revenues increased by $8 million primarily as a result of revenue from test runs<br> of Tzomet Power Plant prior to the commencement of commercial operations, which took place in June 2023. |
| --- | --- |
Cost of Sales (Excluding Depreciation and Amortization)
| For the three months <br> ended June 30, | |||
|---|---|---|---|
| 2023 | 2022 | ||
| millions | |||
| Israel | 93 | ||
| U.S. | 7 | ||
| Total | 100 |
All values are in US Dollars.
OPC’s cost of sales (excluding depreciation and amortization) is denominated in NIS. Excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, OPC’s cost of sales (excluding depreciation and amortization) increased by $38 million in Q2 2023, as compared to Q2 2022. Set forth below is a discussion of significant changes in cost of sales between Q2 2023 and Q2 2022.
| • | Natural gas and diesel oil consumption in Israel – Excluding the impact of translating these costs from NIS to USD, such costs increased by $15 million primarily due to<br> (i) an increase of $4 million from an increase in gas prices, which are linked to an increase in the generation component tariff and movements in the USD/NIS exchange rate, (ii) an increase of $10 million from an increase in gas<br> consumption; and (iii) an increase of $5 million from the consolidation of results of the Gat Power Plant in Q2 2023, partially offset by a decrease in gas expenses of $4 million as a result of the commencement of delivery of gas from<br> Energean from Q2 2023; |
|---|---|
| • | Expenses for infrastructure services in Israel – Excluding the impact of translating these costs from NIS to USD, such costs increased by $14 million primarily as a<br> result of (i) an increase of $6 million as such expenses are linked to the infrastructure tariff, (ii) an increase of $6 million due to an increase in customer consumption and (iii) an increase of $2 million from the consolidation of<br> results of the Gat Power Plant in Q2 2023; and |
| --- | --- |
| • | Other expenses – Excluding the impact of translating these costs from NIS to USD, such costs increased by $11 million primarily as a result of test runs of Tzomet Power<br> Plant prior to the commencement of commercial operations, which took place in June 2023. |
| --- | --- |
Finance (Expenses)/Income, net
Finance expenses, net in Q2 2023 was $16 million, as compared to finance income, net of $9 million in Q2 2022, mainly due to (i) an increase in interest expense relating to loans for the Gat Power Plant and the Mountain Wind project and (ii) a one-off revaluation gain from an intercompany loan amounting to $16 million during Q2 2022.
3
Share of Profit/(Loss) of Associated Companies, net
OPC’s share of profit of associated companies, net increased by $14 million in Q2 2023 to $4 million, as compared to share of loss of associated companies of $10 million in Q2 2022, primarily as a result of the Towantic Power Plant being fully operational in Q2 2023 as compared to Q2 2022, when the power plant was undergoing unplanned maintenance work.
For further details of the performance of associated companies of CPV, refer to OPC’s immediate report published on the Tel Aviv Stock Exchange (“TASE”) on August 23, 2023 and the convenience English translations furnished by Kenon on Form 6-K on August 23, 2023.
Liquidity and Capital Resources
As of June 30, 2023, OPC had cash and cash equivalents of $221 million (excluding restricted cash), restricted cash of $32 million (including debt service reserves of $14 million), and total outstanding consolidated indebtedness of $1,356 million, consisting of $89 million of short-term indebtedness and $1,267 million of long-term indebtedness. As of June 30, 2023, a substantial portion of OPC’s debt was denominated in NIS.
As of June 30, 2023, OPC’s proportionate share of debt (including accrued interest) of CPV associated companies was $780 million and proportionate share of cash and cash equivalents was $8 million.
Business Developments
Tender for sale of Eshkol as part of the reform of Israel Electric Company (“IEC”)
On August 9, 2023, OPC announced that OPC Eshkol submitted a petition to the Tel Aviv Administrative Court requesting remedies including (a) cancellation of the decision by the Tender committee to cancel the Tender and replace it with a new “tender”; (b) to instruct the Tender committee to sell the Eshkol power plant only by way of the Tender; (c) to declare that OPC Eshkol, which was declared a “second qualifier”, is the winner of the Tender; and (d) to require the IEC to engage with OPC Eshkol in the purchase contract for the Eshkol power plant. Simultaneously with the submission of the petition, OPC Eshkol submitted a motion for an order delaying any actions that frustrate the resolution of OPC Eshkol’s petition.
In August 2023, the Court ordered an extension for the date for submission of bids in the competitive process and scheduled a hearing for September 5, 2023.
For further details relating to the Eshkol tender, refer to OPC’s immediate report published on the Tel Aviv Stock Exchange (“TASE”) on August 23, 2023 and the convenience English translations furnished by Kenon on Form 6-K on August 23, 2023 and Kenon’s reports on Form 6-K furnished by Kenon on May 22, 2023, June 18, 2023, July 19, 2023 and August 10, 2023.
ZIM
Discussion of ZIM’s Results^4^ for Q2 2023
ZIM carried approximately 860 thousand TEUs in Q2 2023 representing a 0.5% increase as compared to Q2 2022, in which ZIM carried approximately 856 thousand TEUs. The average freight rate in Q2 2023 was $1,193 per TEU, as compared to $3,596 per TEU in Q2 2022.
ZIM’s revenues decreased by approximately 62% in Q2 2023 to $1.3 billion, as compared to $3.4 billion in Q2 2022, primarily due to a decrease in freight rates.
ZIM’s operating loss and net loss was $168 million and $213 million, respectively, in Q2 2023, as compared to operating income and net income of $1.8 billion and $1.3 billion, respectively, in Q2 2022. ZIM’s Adjusted EBITDA^5^ in Q2 2023 was $275 million as compared to $2.1 billion in Q2 2022.
ZIM’s total cash (which includes cash and cash equivalents and investments in bank deposits and other investment instruments) was $3.2 billion as of June 30, 2023, as compared to $4.6 billion as of December 31, 2022.
^4^ Represents 100% of ZIM’s results. Kenon’s share of ZIM’s results for the three months ended June 30, 2023 and June 30, 2022 was approximately 21%.
^5^ Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated August 31, 2023 for the definition of ZIM’s Adjusted EBITDA and a reconciliation to its respective net (loss)/profit for the applicable period.
4
Additional Kenon Updates
Kenon’s (stand-alone) Liquidity and Capital Resources
As of June 30, 2023, Kenon’s stand-alone cash was $632 million. As of August 31, 2023, Kenon’s stand-alone cash was $625 million. There is no material debt at the Kenon level.
Kenon’s stand-alone cash includes cash and cash equivalents and other treasury management instruments.
Share Repurchase Plan
Kenon has completed its initial and second repurchase mandates under the share repurchase plan of up to $50 million announced in March 2023, through open market purchases on the TASE only and repurchased approximately 942,000 shares for total consideration of approximately $24 million since commencement.
Kenon has entered into an additional mandate for repurchases of up to $10 million of shares through open market purchases on TASE only, which will expire on November 30, 2023.
About Kenon
Kenon has interests in the following businesses:
| • | OPC (55% interest) – a leading owner, operator and developer of power generation facilities in the Israeli and U.S. power markets; |
|---|---|
| • | ZIM (21% interest) – an international shipping company; and |
| --- | --- |
| • | Qoros (12% interest^6^) – a China-based automotive company. |
| --- | --- |
For further information on Kenon’s businesses and strategy, see Kenon’s publicly available filings, which can be found on the SEC’s website at www.sec.gov. Please also see http://www.kenon-holdings.com for additional information.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements relating to (i) OPC, including the impact of changes in tariffs, business developments, and other non-historical statements (ii) Kenon’s share repurchase plan and mandate thereunder including the amount of the share repurchase mandate and (iii) other non-historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Kenon’s control, which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include (i) risks relating to OPC’s business, including the impact of tariffs, the outcome of bids and tenders and the cost and capacity of projects (ii) risks relating to Kenon’s share repurchase plan including the amount of shares that will actually be repurchased and the timing thereof and (iii) other risks and factors including those risks set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the SEC and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact Info
| Kenon Holdings Ltd. |
|---|
| Deepa Joseph<br><br> <br>Chief Financial Officer (Interim)<br><br> <br>deepaj@kenon-holdings.com<br><br> <br>Tel: +65 9669 4761 |
^6^ Kenon has agreed to sell its remaining 12% interest to the Majority Shareholder.
5
Exhibit 99.2
Financial Information for the Three Months and Six Months Ended June 30, 2023 and 2022 of Kenon and OPC and
Reconciliation of Certain non-IFRS Financial Information
Table of Contents
Appendix A: Summary of Kenon’s consolidated financial information
Appendix B: Summary of OPC’s consolidated financial information
Appendix C: Definition of OPC’s Adjusted EBITDA and non-IFRS reconciliation
Appendix D: Summary of financial information of OPC’s subsidiaries
Appendix E: Definition of ZIM’s Adjusted EBITDA and non-IFRS reconciliation
Appendix A
Summary Kenon consolidated financial information
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Financial Position \(Unaudited\)
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| millions | ||||
| Current assets | ||||
| Cash and cash equivalents | 535 | |||
| Short-term deposits and restricted cash | 46 | |||
| Trade receivables | 74 | |||
| Short-term derivative instruments | 3 | |||
| Other investments | 345 | |||
| Other current assets | 59 | |||
| Total current assets | 1,062 | |||
| Non-current assets | ||||
| Investment in ZIM (associated company) | 427 | |||
| Investment in OPC’s associated companies | 652 | |||
| Long-term restricted cash | 15 | |||
| Long-term derivative instruments | 16 | |||
| Deferred taxes, net | 6 | |||
| Property, plant and equipment, net | 1,223 | |||
| Intangible assets, net | 221 | |||
| Long-term prepaid expenses and other non-current assets | 51 | |||
| Right-of-use assets, net | 99 | |||
| Total non-current assets | 2,710 | |||
| Total assets | 3,772 | |||
| Current liabilities | ||||
| Current maturities of loans from banks and others | 39 | |||
| Trade and other payables | 134 | |||
| Short-term derivative instruments | 1 | |||
| Current tax liabilities | 1 | |||
| Deferred taxes | 1 | |||
| Current maturities of lease liabilities | 17 | |||
| Total current liabilities | 193 | |||
| Non-current liabilities | ||||
| Long-term loans from banks and others | 610 | |||
| Debentures | 513 | |||
| Deferred taxes, net | 98 | |||
| Other non-current liabilities | 42 | |||
| Long-term lease liabilities | 20 | |||
| Total non-current liabilities | 1,283 | |||
| Total liabilities | 1,476 | |||
| Equity | ||||
| Share capital | 50 | |||
| Translation reserve | ) | 1 | ||
| Capital reserve | 42 | |||
| Accumulated profit | 1,505 | |||
| Equity attributable to owners of the Company | 1,598 | |||
| Non-controlling interests | 698 | |||
| Total equity | 2,296 | |||
| Total liabilities and equity | 3,772 |
All values are in US Dollars.
2
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Profit or Loss \(Unaudited\)
| For the six months <br> ended June 30, | For the three months <br> ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||
| millions | millions | |||||||||
| Revenue | 267 | 121 | ||||||||
| Cost of sales and services (excluding depreciation and amortization) | ) | (197 | ) | ) | (100 | ) | ||||
| Depreciation and amortization | ) | (26 | ) | ) | (13 | ) | ||||
| Gross profit | 44 | 8 | ||||||||
| Selling, general and administrative expenses | ) | (44 | ) | ) | (23 | ) | ||||
| Other (expenses)/income | ) | 1 | ) | - | ||||||
| Operating profit/(loss) | 1 | ) | (15 | ) | ||||||
| Financing expenses | ) | (27 | ) | ) | (14 | ) | ||||
| Financing income | 31 | 24 | ||||||||
| Financing (expenses)/income, net | ) | 4 | ) | 10 | ||||||
| (Losses)/gains related to ZIM | ) | 202 | (2 | ) | ||||||
| Share in (losses)/profit of associated companies, net | ||||||||||
| - ZIM | ) | 706 | ) | 276 | ||||||
| - OPC’s associated companies | 20 | (10 | ) | |||||||
| (Loss)/profit before income taxes | ) | 933 | ) | 259 | ||||||
| Income tax (expense)/benefit | ) | (19 | ) | (2 | ) | |||||
| (Loss)/profit for the period | ) | 914 | ) | 257 | ||||||
| Attributable to: | ||||||||||
| Kenon’s shareholders | ) | 904 | ) | 265 | ||||||
| Non-controlling interests | 10 | ) | (8 | ) | ||||||
| (Loss)/profit for the period | ) | 914 | ) | 257 | ||||||
| Basic/diluted (loss)/profit per share attributable to Kenon’s shareholders (in dollars): | ||||||||||
| Basic/diluted (loss)/profit per share | ) | 16.78 | ) | 4.92 |
All values are in US Dollars.
3
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows \(Unaudited\)
| For the six months<br> ended June 30, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| millions | |||||
| Cash flows from operating activities | |||||
| (Loss)/profit for the period | ) | 914 | |||
| Adjustments: | |||||
| Depreciation and amortization | 29 | ||||
| Financing expenses/(income), net | (4 | ) | |||
| Losses/(gains) related to ZIM | (202 | ) | |||
| Share in losses/(profit) of associated companies, net | (726 | ) | |||
| Share-based payments | 5 | ||||
| Income tax expense | 19 | ||||
| 35 | |||||
| Change in trade and other receivables | (9 | ) | |||
| Change in trade and other payables | ) | (11 | ) | ||
| Cash generated from operating activities | 15 | ||||
| Income taxes paid, net | ) | - | |||
| Dividends received from associated companies | 545 | ||||
| Net cash provided by operating activities | 560 |
All values are in US Dollars.
4
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows \(Unaudited\), continued
| For the six months <br> ended June 30, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| millions | |||||
| Cash flows from investing activities | |||||
| Short-term deposits and restricted cash, net | (10 | ) | |||
| Short-term collaterals deposits, net | - | ||||
| Investment in long-term deposits, net | 12 | ||||
| Investment in associated companies, less cash acquired | ) | - | |||
| Acquisition of subsidiary, less cash acquired | ) | - | |||
| Acquisition of associated company, less cash acquired | (1 | ) | |||
| Acquisition of property, plant and equipment | ) | (163 | ) | ||
| Acquisition of intangible assets | ) | (2 | ) | ||
| Proceeds from sale of interest in ZIM | 464 | ||||
| Proceeds from distribution from associated company | 3 | ||||
| Proceeds from sale of other investments | 248 | ||||
| Purchase of other investments | ) | (601 | ) | ||
| Long-term advance deposits and prepaid expenses | ) | (4 | ) | ||
| Long-term loans to an associate | ) | - | |||
| Interest received | 1 | ||||
| Proceeds from transactions in derivatives, net | - | ||||
| Net cash used in investing activities | ) | (53 | ) | ||
| Cash flows from financing activities | |||||
| Repayment of long-term loans, debentures and lease liabilities | ) | (20 | ) | ||
| Proceed from Veridis transaction | - | ||||
| Investments of holders of non-controlling interests in the capital of a subsidiary | 12 | ||||
| Receipt from long-term loans | 84 | ||||
| Proceeds from/(payment) in respect of derivative financial instruments, net | (1 | ) | |||
| Repurchase of shares | ) | - | |||
| Costs paid in advance in respect of taking out of loans | ) | (2 | ) | ||
| Dividends paid | ) | (189 | ) | ||
| Interest paid | ) | (13 | ) | ||
| Net cash provided by/(used in) financing activities | (129 | ) | |||
| Increase in cash and cash equivalents | 378 | ||||
| Cash and cash equivalents at beginning of the year | 475 | ||||
| Effect of exchange rate fluctuations on balances of cash and cash equivalents | ) | (16 | ) | ||
| Cash and cash equivalents at end of the period | 837 |
All values are in US Dollars.
5
Information regarding reportable segments
Information regarding activities of the reportable segments are set forth in the following table.
| For the six months ended June 30, 2023 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OPC Israel | CPV Group | ZIM | Other | Consolidated Results | ||||||||||
| millions | ||||||||||||||
| Revenue | 34 | - | - | 312 | ||||||||||
| Depreciation and amortization | ) | (7 | ) | - | - | (38 | ) | |||||||
| Financing income | 3 | - | 13 | 24 | ||||||||||
| Financing expenses | ) | (6 | ) | - | (1 | ) | (32 | ) | ||||||
| Loss related to ZIM | ) | - | - | (1 | ) | - | ||||||||
| Share in profit/(loss) of associated companies | 28 | (43 | ) | - | (15 | ) | ||||||||
| Profit/(loss) before taxes | 7 | (44 | ) | 7 | (22 | ) | ||||||||
| Income tax expense | (3 | ) | - | (7 | ) | (10 | ) | |||||||
| Profit/(loss) for the period | 4 | (44 | ) | - | (32 | ) |
All values are in US Dollars.
| For the six months ended June 30, 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OPC Israel | CPV Group | ZIM | Other | Consolidated Results | |||||||||
| millions | |||||||||||||
| Revenue | 28 | - | - | 267 | |||||||||
| Depreciation and amortization | ) | (6 | ) | - | - | (29 | ) | ||||||
| Financing income | 22 | - | 2 | 31 | |||||||||
| Financing expenses | ) | (4 | ) | - | - | (27 | ) | ||||||
| Gains related to ZIM | - | 202 | - | 202 | |||||||||
| Share in profit of associated companies | 20 | 706 | - | 726 | |||||||||
| Profit/(loss) before taxes | 25 | 908 | (5 | ) | 933 | ||||||||
| Income tax expense | ) | (5 | ) | - | (11 | ) | (19 | ) | |||||
| Profit/(loss) for the period | 20 | 908 | (16 | ) | 914 |
All values are in US Dollars.
6
| For the three months ended June 30, 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OPC Israel | CPV Group | ZIM | Other | Consolidated Results | |||||||||
| millions | |||||||||||||
| Revenue | 18 | - | - | 165 | |||||||||
| Depreciation and amortization | ) | (4 | ) | - | - | (23 | ) | ||||||
| Financing income | 1 | - | 8 | 11 | |||||||||
| Financing expenses | ) | (4 | ) | - | 1 | (18 | ) | ||||||
| Share in profit/(loss) of associated companies | 4 | (31 | ) | - | (27 | ) | |||||||
| (Loss)/profit before taxes | ) | (8 | ) | (31 | ) | 5 | (40 | ) | |||||
| Income tax benefit | 1 | - | - | 3 | |||||||||
| (Loss)/profit for the period | ) | (7 | ) | (31 | ) | 5 | (37 | ) |
All values are in US Dollars.
| For the three months ended June 30, 2022 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OPC Israel | CPV Group | ZIM | Other | Consolidated Results | ||||||||||
| millions | ||||||||||||||
| Revenue | 16 | - | - | 121 | ||||||||||
| Depreciation and amortization | ) | (3 | ) | - | - | (15 | ) | |||||||
| Financing income | 19 | - | 1 | 24 | ||||||||||
| Financing expenses | ) | (2 | ) | - | - | (14 | ) | |||||||
| Loss related to ZIM | - | (2 | ) | - | (2 | ) | ||||||||
| Share in (losses)/profit of associated companies | (10 | ) | 276 | - | 266 | |||||||||
| (Loss)/profit before taxes | ) | 2 | 274 | (4 | ) | 259 | ||||||||
| Income tax benefit/(expense) | (1 | ) | - | (3 | ) | (2 | ) | |||||||
| (Loss)/profit for the period | ) | 1 | 274 | (7 | ) | 257 |
All values are in US Dollars.
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Appendix B
Summary of OPC consolidated financial information
OPC’s Consolidated Statements of Profit or Loss (Unaudited)
| For the six months ended June 30, | For the three months ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||
| millions | millions | |||||||||
| Revenue | 267 | 121 | ||||||||
| Cost of sales (excluding depreciation and amortization) | ) | (197 | ) | ) | (100 | ) | ||||
| Depreciation and amortization | ) | (26 | ) | ) | (13 | ) | ||||
| Gross profit | 44 | 8 | ||||||||
| Selling, general and administrative expenses | ) | (37 | ) | ) | (19 | ) | ||||
| Other (expenses)/income | ) | 1 | 1 | |||||||
| Operating profit/(loss) | 8 | ) | (10 | ) | ||||||
| Financing expenses | ) | (27 | ) | ) | (14 | ) | ||||
| Financing income | 29 | 23 | ||||||||
| Financing (expenses)/income, net | ) | 2 | ) | 9 | ||||||
| Share in profit/(loss) of associated companies, net | 20 | (10 | ) | |||||||
| Profit/(loss) before income taxes | 30 | ) | (11 | ) | ||||||
| Income tax (expense)/benefit | ) | (8 | ) | 1 | ||||||
| Profit/(loss) for the period | 22 | ) | (10 | ) | ||||||
| Attributable to: | ||||||||||
| Equity holders of the company | 20 | ) | (4 | ) | ||||||
| Non-controlling interest | 2 | ) | (6 | ) | ||||||
| Profit/(loss) for the period | 22 | ) | (10 | ) |
All values are in US Dollars.
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Summary Data from OPC’s Consolidated Statement of Cash Flows (Unaudited)
| For the six months ended June 30, | For the three months ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||
| millions | millions | |||||||||
| Cash flows provided by operating activities | 29 | 2 | ||||||||
| Cash flows used in investing activities | ) | (164 | ) | ) | (77 | ) | ||||
| Cash flows provided by financing activities | 60 | 22 | ||||||||
| Decrease in cash and cash equivalents | ) | (75 | ) | ) | (53 | ) | ||||
| Cash and cash equivalents at end of the period | 145 | 145 |
All values are in US Dollars.
Summary Data from OPC’s Consolidated Statement of Financial Position (Unaudited)
| As at | |||
|---|---|---|---|
| June 30, 2023 | December 31, 2022 | ||
| millions | |||
| Total financial liabilities^1^ | 1,163 | ||
| Total monetary assets^2^ | 287 | ||
| Investment in associated companies | 652 | ||
| Total equity attributable to the owners | 997 | ||
| Total assets | 2,709 |
All values are in US Dollars.
| 1. | Including loans from banks and others and debentures |
|---|---|
| 2. | Including cash and cash equivalents, term deposits and restricted cash |
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Appendix C
Definition of OPC’s Adjusted EBITDA and non-IFRS reconciliation
This press release, including the financial tables, presents OPC’s Adjusted EBITDA, which is a non-IFRS financial measure.
OPC’s EBITDA is defined for each period as net profit/(loss) before depreciation and amortization, financing expenses, net, and income tax expense and Adjusted EBITDA is defined as net profit/(loss) before depreciation and amortization, financing expenses, net, share of depreciation and amortization and financing expenses, net, income tax expense, share of changes in fair value of derivative financial instruments, changes in net expenses, not in the ordinary course of business and/or of a non-recurring nature and other expenses. EBITDA and Adjusted EBITDA are not recognized under IFRS as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. EBITDA and Adjusted EBITDA are not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of EBITDA and Adjusted EBITDA as measures of OPC’s profitability since it does not take into consideration certain costs and expenses that result from OPC’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.
OPC believes that the disclosure of Adjusted EBITDA provides useful information to investors and financial analysts in their review of the company’s, its subsidiaries’, and its associated companies’ operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates.
Set forth below is a reconciliation of OPC’s net loss to Adjusted EBITDA for the periods presented. Other companies may calculate EBITDA and Adjusted EBITDA differently, and therefore this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.
| For the three months ended June 30, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| millions | |||||
| Loss for the period | ) | (10 | ) | ||
| Depreciation and amortization | 15 | ||||
| Financing expenses/(income), net | (9 | ) | |||
| Share of depreciation and amortization and financing expenses, net, included within share of profit/(losses) of associated companies, net | 22 | ||||
| Income tax benefit | ) | (1 | ) | ||
| EBITDA | 17 | ||||
| Share of changes in fair value of derivative financial instruments | ) | 9 | |||
| Changes in net expenses, not in the ordinary course of business and/or of a non-recurring nature | - | ||||
| Other expenses | - | ||||
| Adjusted EBITDA | 26 |
All values are in US Dollars.
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Appendix D
Summary Financial Information of OPC’s Subsidiaries
The tables below set forth debt, cash and cash equivalents, and debt service reserves for OPC’s subsidiaries as of June 30, 2023 and December 31, 2022 (in $ millions):
| As at June 30, 2023 | OPC Energy | OPC-Rotem | OPC-Hadera | OPC-Tzomet | CPV Keenan | Others | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt (including accrued interest) | 1 | - | 179 | 286 | 81 | 194 | 741 | |||||||||
| Cash and cash equivalents (including restricted cash used for debt service) | 11 | 8 | 17 | 14 | 1 | 9 | 60 | |||||||||
| Net debt* | (10 | ) | (8 | ) | 162 | 272 | 80 | 185 | 681 | |||||||
| As at December 31, 2022 | OPC Energy | OPC-Rotem | OPC-Hadera | OPC-Tzomet | CPV Keenan | Others | Total | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Debt (including accrued interest) | 527 | - | 190 | 237 | 88 | 1 | 1,043 | |||||||||
| Cash and cash equivalents (including restricted cash used for debt service) | 166 | 7 | 16 | 3 | 1 | 98 | 291 | |||||||||
| Net debt* | 361 | (7 | ) | 174 | 234 | 87 | (97 | ) | 752 |
*Net debt is defined as debt minus cash and cash equivalents and deposits and restricted cash.
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Appendix E
Definition of ZIM’s Adjusted EBITDA and non-IFRS reconciliation
This press release, including the financial tables, presents ZIM’s Adjusted EBITDA, which is a non-IFRS financial measure.
ZIM defines Adjusted EBITDA for each period as net profit/(loss) adjusted to exclude financial expenses/(income), net, income taxes, depreciation and amortization in order to reach EBITDA, and further adjusted to exclude impairments of assets, non-cash charter hire expenses, capital gains/(losses) beyond the ordinary course of business and expenses related to legal contingencies. Adjusted EBITDA is not recognized under IFRS as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. Adjusted EBITDA is not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of Adjusted EBITDA as a measure of ZIM’s profitability since it does not take into consideration certain costs and expenses that result from ZIM’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.
ZIM believes that the disclosure of Adjusted EBITDA enables the comparison of operating performance between periods on a consistent basis. This measure should not be considered in isolation, or as a substitute for operating income, any other performance measure, or cash flow data, which were prepared in accordance with IFRS as measures of profitability or liquidity. In addition, non-IFRS financial measures may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated.
Set forth below is a reconciliation of ZIM’s net (loss)/profit to Adjusted EBITDA for the periods presented.
| For the three months ended June 30, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| millions | ||||
| (Loss)/profit for the period | ) | 1,336 | ||
| Depreciation and amortization | 337 | |||
| Financing expenses, net | 28 | |||
| Income tax (benefits)/expense | ) | 400 | ||
| EBITDA | 2,101 | |||
| Capital loss, beyond the ordinary course of business | - | |||
| Adjusted EBITDA | 2,101 |
All values are in US Dollars.
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