Quarterly Report • Aug 31, 2022
Quarterly Report
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Washington, D.C. 20549
August 31, 2022
Commission File Number 001-36761
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
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, 2022 By: /s/ Robert L. Rosen Name: Robert L. Rosen Title: Chief Executive Officer
3
Exhibit 99.1

Singapore, August 31, 2022. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) ("Kenon") announces its results for Q2 2022 and additional updates.
• In July 2022, Kenon distributed approximately \$552 million (\$10.25 per share) to shareholders.
1 Represents 100% of ZIM's results. Kenon's share of ZIM's results for the three months ended June 30, 2022 was 21% (28% for three months ended June 30, 2021). 2 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated August 31, 2022 for the definition of ZIM's Adjusted EBITDA and OPC's and CPV's Adjusted EBITDA and a reconciliation to their respective net profit for the applicable period.
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, 2022 for a summary of Kenon's consolidated financial information; a summary of OPC's consolidated financial information; a reconciliation of OPC's Adjusted EBITDA (which is a non-IFRS measure) to net profit (loss); summary of financial information of OPC's subsidiaries; and a reconciliation of ZIM's Adjusted EBITDA (which is a non-IFRS measure) to net profit.
The following discussion of OPC's results of operations is derived from OPC's consolidated financial statements, as translated into US dollars.
| OPC | ||||||
|---|---|---|---|---|---|---|
| Israel | U.S. | Total | Israel | U.S. | Total | |
| Q2 2022 | Q2 2021 | |||||
| \$ millions | ||||||
| Revenue | 105 | 16 | 121 | 92 | 13 | 105 |
| Cost of sales (excluding depreciation and | ||||||
| amortization) | 93 | 7 | 100 | 73 | 6 | 79 |
| Finance (expenses)/income, net | (8) | 17 | 9 | (12) | (17) | (29) |
| Share in losses of associated companies, net | - | (10) | (10) | - | (4) | (4) |
| (Loss)/profit for the period | (11) | 1 | (10) | (12) | (22) | (34) |
| Attributable to: | ||||||
| Equity holders of OPC | (13) | 9 | (4) | (10) | (16) | (26) |
| Non-controlling interest | 2 | (8) | (6) | (2) | (6) | (8) |
| Adjusted EBITDA | 7 | (2) | 5 | 10 | (8) | 2 |
| Proportionate share of EBITDA of associated | ||||||
| companies | - | 21 | 21 | - | 26 | 26 |
Revenue
| For the three months ended June 30, | |||
|---|---|---|---|
| 2022 | 2021 | ||
| \$ millions | |||
| Israel | |||
| Revenue from sale of energy to private customers | 74 | 62 | |
| Revenue from private customers in respect of infrastructure services | 21 | 21 | |
| Revenue from sale of surplus energy | 4 | 5 | |
| Revenue from sale of steam | 5 | 4 | |
| Revenue from activities of Gnrgy | 1 | - | |
| 105 | 92 | ||
| U.S. | |||
| Revenue from sale of electricity and provision of services in the U.S. | 16 | 13 | |
| Total | 121 | 105 |
OPC's revenue from the sale of electricity to private customers derives 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 tariff effective February 1, 2022, as published by the EA, was NIS 0.2869 per KW hour, which was approximately 13.6% higher than the weightedaverage generation component tariff in 2021 of NIS 0.2526 per KW hour. In April 2022, due to a reduction in excise tax on use of coal and to combat the high cost of living, the EA published a new weighted average generation component tariff effective May 1, 2022 of NIS 0.2764 per KW hour, which is approximately 3.7% lower than the rate effected on February 1, 2022. OPC's revenue from sales of steam are linked partly to the price of gas and partly to the Israeli Consumer Price Index.

Set forth below is a discussion of changes in revenue by category between Q2 2022 and Q2 2021. OPC's revenues and costs are denominated in NIS; translation of its revenue and costs in Q2 2022 did not have a material impact on results as presented in US Dollars.
| For the three months ended June 30, | |||
|---|---|---|---|
| 2022 | 2021 | ||
| \$ millions | |||
| Israel | |||
| Natural gas and diesel oil consumption | 31 | 39 | |
| Expenses for acquisition of energy | 32 | 4 | |
| Expenses for infrastructure services | 21 | 21 | |
| Natural gas transmission | 2 3 |
||
| Operating expenses | 6 6 |
||
| Costs from activities of Gnrgy | 1 - |
||
| 93 | 73 | ||
| U.S. | |||
| Operating costs and cost of services in the U.S. | 7 6 |
||
| Total | 100 | 79 |
Finance expenses, net decreased by \$38 million in Q2 2022, as compared to Q1 2022, primarily as a result of (i) a decrease of \$6 million on interest expense due to the early repayment of the OPC-Rotem's project financing debt in October 2021, (ii) a decrease of \$22 million due to foreign exchange rate movements on CPV's non-controlling shareholders' loan and (iii) a decrease of \$12 million due to the purchase of remaining rights from the tax equity partner in CPV Keenan in April 2021.
The table below sets forth OPC's share of profit of associated companies, net, consisting of five of the six operating plants in which CPV has interests.
| For the three months ended June 30 | |||
|---|---|---|---|
| 2022 | 2021 | ||
| \$ millions | |||
| Share in losses of associated companies, net | 10 | 4 |
As at June 30, 2022, OPC's proportionate share of debt (including accrued interest) of CPV associated companies was \$930 million and proportionate share of cash and cash equivalents was \$5 million.
OPC's share in losses of associated companies, net increased by \$6 million primarily as a result of a decline in the results of CPV Valley by \$5 million. For further details of the performance of associated companies of CPV, refer to OPC's immediate report published on the Tel Aviv Stock Exchange on August 25, 2022 and the convenience English translations furnished by Kenon on Form 6-K on August 25, 2022.
As of June 30, 2022, OPC had cash and cash equivalents of \$145 million (excluding restricted cash), restricted cash of \$25 million (including debt service reserves of \$14 million), and total consolidated indebtedness of \$1,172 million, consisting of \$55 million of short-term indebtedness and \$1,117 million of long-term indebtedness. As of June 30, 2022, a substantial portion of OPC's debt was denominated in NIS.
On June 2, 2022, OPC announced that it had entered into an agreement with Dor Alon Energy Israel (1988) Ltd. and Dor Alone Gas Power Plants Limited Partnership to purchase a combined-cycle power plant powered by conventional energy with installed capacity of 75 MW located in the Kiryat Gat area. The consideration for the purchase is NIS 535 million (approximately \$160 million), subject to adjustments for cash balances and working capital. On August 24, 2022, the Israel Competition Authority approved the acquisition. Completion of the acquisition remains subject to conditions set forth in the purchase agreement, including other regulatory approvals and third-party consents. The deadline for the completion of this acquisition, pursuant to the purchase agreement, is March 31, 2023. The details of the transaction are discussed in more detail in Kenon's Form 6-K dated June 2, 2022.
On May 9, 2022, OPC announced that it had entered into an agreement with Veridis Power Plants Ltd. to form OPC Holdings Israel Ltd., which will hold and operate all of OPC's business activities in the energy and electricity generation and supply sectors in Israel. On August 24, 2022, the Israel Competition Authority approved the transaction. Completion of the transaction remains subject to other conditions and approvals set forth in the agreement. The details of the transaction are discussed in more detail in Kenon's Form 6-K dated May 9, 2022.
On August 1, 2022, an additional update of the electricity tariffs of the EA for 2022 entered into effect, increasing the generation component by 13.6% to NIS 0.314 per KW hour.
In July 2022, OPC issued 9,443,800 ordinary shares. The gross proceeds from the offering amounted to approximately NIS 331 million (approximately \$94 million). Kenon participated in the offering and was allocated 3,898,000 ordinary shares for a total investment of approximately NIS 136 million (approximately \$39 million). Kenon now holds approximately 58.0% of the outstanding shares of OPC. The details of the offering are discussed in more detail in Kenon's Form 6-K dated July 5, 2022.
In August 2022, ZIM announced a second quarter 2022 dividend of approximately \$571 million, or \$4.75 per ordinary share, to be paid in September 2022. Kenon expects to receive \$118 million (\$112 million net of tax). ZIM also announced its updated dividend policy and affirmed its previously published full-year 2022 guidance.
For the period ended June 30, 2022, ZIM's revenue increased by 44% in Q2 2022 to \$3.4 billion, as compared to \$2.4 billion in Q2 2021, primarily due to elevated freight rates offset by lower volumes.
ZIM's net profit was \$1.3 billion, as compared to \$0.9 billion in Q2 2021. ZIM's Adjusted EBITDA in Q2 2022 was \$2.1 billion, as compared to \$1.3 billion in Q2 2021.
ZIM carried 856,000 TEUs in Q2 2022 representing a 7% decrease as compared to Q2 2021, in which ZIM carried 921,000 TEUs. The average freight rate in Q2 2022 was \$3,596 per TEU, as compared to \$2,341 per TEU in Q2 2021.
In April 2021, Kenon's subsidiary Quantum (2007) LLC ("Quantum") entered into an agreement with the China-based investor related to the Baoneng Group, which holds 63% of Qoros (the "Majority Shareholder"), to sell its remaining 12% interest in Qoros for RMB 1.56 billion (approximately \$245 million). The Majority Shareholder has failed to make required payments under this agreement. Quantum subsequently exercised its put option over its remaining stake in Qoros, which requires the Majority Shareholder to immediately purchase Quantum's remaining 12% interest in Qoros based on a similar valuation underlying the purchase price in the sale agreement. In the fourth quarter of 2021, Quantum initiated arbitral proceedings against the Majority Shareholder and Baoneng Group with China International Economic and Trade Arbitration Commission. The proceedings are ongoing.
For more information on our agreement to sell our remaining interest in Qoros, and on Qoros' loan agreements and our pledges and guarantees, see Kenon's most recent annual report on Form 20-F filed with the SEC.
As of June 30, 2022, Kenon's unconsolidated cash position was \$1,045 million. As of August 31, 2022, Kenon's unconsolidated cash position was \$453 million following Kenon's participation in OPC's share offering described above and the capital reduction paid in July 2022. Kenon expects to receive additional cash of \$112 million in September 2022 following payment of ZIM's Q2 2022 dividend.
Kenon's unconsolidated cash position includes cash and cash equivalents, and fixed income and other treasury management instruments.
At its 2022 Annual General Meeting on May 19, 2022 and on June 14, 2022, Kenon received the requisite shareholder approval and the approval of the High Court of the Republic of Singapore, respectively, to return share capital amounting to approximately \$552 million to Kenon's shareholders (\$10.25 per share). The distribution was paid on July 5, 2022 to Kenon's shareholders of record as of the close of trading on June 27, 2022.
Following the completion of the capital reduction, Kenon's share capital is approximately \$50 million.
Kenon is a holding company that operates dynamic, primarily growth-oriented businesses. The companies it owns, in whole or in part, are at various stages of development:
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.kenonholdings.com for additional information.
3 Kenon has agreed to sell its remaining 12% interest to the Majority Shareholder.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. These statements include (i) statements relating to OPC, including the agreement to purchase the power plant in Kiryat Gat, the Veridis transaction and tariff rates, (ii) statements relating to ZIM, including affirmation by ZIM of its previously published full-year 2022 guidance, updated dividend policy and the second quarter 2022 dividend declared by ZIM, (iii) statements relating to Kenon's agreement, exercise of put option to sell its remaining interest in Qoros, and legal disputes in respect of the foregoing and (iv) 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 risks relating to (i) OPC's agreement to acquire the power plant in Kiryat Gat, completion of the Veridis transaction and tariff rates, (ii) payment of the dividend declared by ZIM, and future dividend payments and results, (iii) Kenon's agreement and exercise of put option to sell its remaining interest in Qoros, including risks relating to payments required to be made to Quantum which have not been made as required and whether such payments will be received at all, risks relating to meeting the conditions to the obligations under the transaction, including risks relating to regulatory approvals, risks relating to the outcome of any related legal disputes, and other risks and (iv) 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. The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement included in this press release should not be construed as exhaustive. Any forward-looking statements that we make in this press release speak only as of the date of such statements and we caution readers of this press release not to place undue reliance on these forward-looking statements. 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.
Kenon Holdings Ltd. Mark Hasson Chief Financial Officer [email protected] Tel: +65 9726 8628
Exhibit 99.2
Financial Information for the Three Months and Six Months Ended June 30, 2022 and 2021 of Kenon and OPC and
Reconciliation of Certain non-IFRS Financial Information
Appendix A: Summary of Kenon's consolidated financial information
Appendix E: Definition of ZIM's Adjusted EBITDA and non-IFRS reconciliation
Summary Kenon consolidated financial information
| June 30, | December 31, | ||
|---|---|---|---|
| 2022 | 2021 | ||
| \$ millions | |||
| Current assets | |||
| Cash and cash equivalents | 837 | 475 | |
| Short-term deposits and restricted cash | 11 | - | |
| Trade receivables | 48 | 63 | |
| Short-term derivative instruments | 3 | 1 | |
| Other investments | 352 | - | |
| Other current assets | 48 | 43 | |
| Total current assets | 1,299 | 582 | |
| Non-current assets | |||
| Investment in ZIM (associated company) | 1,223 | 1,354 | |
| Investment in OPC's associated companies | 584 | 545 | |
| Long-term restricted cash | 15 | 21 | |
| Long-term derivative instruments | 15 | 12 | |
| Deferred taxes | 41 | 49 | |
| Property, plant and equipment, net | 1,121 | 1,126 | |
| Intangible assets, net | 219 | 225 | |
| Long-term prepaid expenses and other non-current assets | 55 | 57 | |
| Right-of-use assets, net | 94 | 98 | |
| Total non-current assets | 3,367 | 3,487 | |
| Total assets | 4,666 | 4,069 | |
| Current liabilities | |||
| Current maturities of loans from banks and others | 51 | 38 | |
| Trade and other payables | 108 | 171 | |
| Short-term derivative instruments | 1 | 9 | |
| Deferred taxes | 4 | 21 | |
| Distribution payable | 552 | 189 | |
| Current maturities of lease liabilities | 17 | 19 | |
| Total current liabilities | 733 | 447 | |
| Non-current liabilities | |||
| Long-term loans from banks and others | 602 | 597 | |
| Debentures | 515 | 575 | |
| Deferred taxes | 123 | 125 | |
| Other non-current liabilities | 33 | 29 | |
| Long-term lease liabilities | 21 | 15 | |
| Total non-current liabilities | 1,294 | 1,341 | |
| Total liabilities | 2,027 | 1,788 | |
| Equity | |||
| Share capital | 50 | 602 | |
| Translation reserve | 3 | 26 | |
| Capital reserve | 37 | 26 | |
| Accumulated profit | 2,042 | 1,140 | |
| Equity attributable to owners of the Company | 2,132 | 1,794 | |
| Non-controlling interests | 507 | 487 | |
| Total equity | 2,639 | 2,281 | |
| Total liabilities and equity | 4,666 | 4,069 | |
Consolidated Statements of Profit or Loss (Unaudited)
| For the six months ended June 30, | For the three months ended June 30, | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| \$ millions | \$ millions | |||
| Revenue | 267 | 220 | 121 | 105 |
| Cost of sales and services (excluding depreciation and amortization) | (197) | (158) | (100) | (79) |
| Depreciation and amortization | (26) | (27) | (13) | (14) |
| Gross profit | 44 | 35 | 8 | 12 |
| Selling, general and administrative expenses | (44) | (37) | (23) | (27) |
| Other income | 1 | - | - | - |
| Operating profit/(loss) | 1 | (2) | (15) | (15) |
| Financing expenses | (27) | (39) | (14) | (29) |
| Financing income | 31 | 4 | 24 | - |
| Financing income/(expenses), net | 4 | (35) | 10 | (29) |
| Loss related to Qoros | - | (55) | - | (54) |
| Gains/(loss) related to ZIM | 202 | 10 | (2) | - |
| Share in profit/(losses) of associated companies, net | ||||
| - ZIM |
706 | 419 | 276 | 247 |
| OPC's associated companies - |
20 | (16) | (10) | (4) |
| Profit before income taxes | 933 | 321 | 259 | 145 |
| Income tax (expense)/benefit | (19) | 11 | (2) | 9 |
| Profit for the period | 914 | 332 | 257 | 154 |
| Attributable to: | ||||
| Kenon's shareholders | 904 | 352 | 265 | 172 |
| Non-controlling interests | 10 | (20) | (8) | (18) |
| Profit for the period | 914 | 332 | 257 | 154 |
| Basic/diluted profit per share attributable to Kenon's shareholders (in dollars): | ||||
| Basic/diluted profit per share | 16.78 | 6.54 | 4.92 | 3.20 |
| For the six months ended June 30, | ||
|---|---|---|
| 2022 | 2021 | |
| \$ millions | ||
| Cash flows from operating activities | ||
| Profit for the period | 914 | 332 |
| Adjustments: | ||
| Depreciation and amortization | 29 | 29 |
| Financing (income)/expenses, net | (4) | 35 |
| Share in profit of associated companies, net | (726) | (403) |
| Loss related to Qoros | - | 55 |
| Gains related to ZIM | (202) | (10) |
| Share-based payments | 5 | 1 |
| Income tax expense/(benefit) | 19 | (11) |
| 35 | 28 | |
| Change in trade and other receivables | (9) | 7 |
| Change in trade and other payables | (11) | (3) |
| Change in employee benefits | - | 11 |
| 15 | 43 | |
| Dividends received from associated companies | 545 | 7 |
| Net cash provided by operating activities | 560 | 50 |
| For the six months ended June 30, | ||
|---|---|---|
| 2022 | 2021 | |
| \$ millions | ||
| Cash flows from investing activities | ||
| Short-term deposits and restricted cash, net | (10) | 541 |
| Investment in long-term deposits, net | 12 | 26 |
| Purchase of other investments | (601) | - |
| Proceeds from sale of other investments | 248 | - |
| Acquisition of subsidiary, less cash acquired | - | (656) |
| Acquisition of associated company, less cash acquired | (1) | (8) |
| Acquisition of property, plant and equipment | (163) | (91) |
| Acquisition of intangible assets | (2) | - |
| Reimbursement in respect of right-of-use asset | - | 2 |
| Proceeds from sale of investment in associated company | - | 41 |
| Proceeds from distribution of associated companies | 3 | 5 |
| Proceeds from sale of interest in ZIM | 464 | - |
| Long-term loans to an associate | - | (5) |
| Long-term advance deposits and prepaid expenses | (4) | (4) |
| Interest received | 1 | - |
| Payment of transactions in derivatives, net | - | (1) |
| Net cash used in investing activities | (53) | (150) |
| Cash flows from financing activities | ||
| Repayment of long-term loans, debentures and lease liabilities | (20) | (97) |
| Investments from holders of non-controlling interests in equity of subsidiary | 12 | 168 |
| Proceeds from issuance of share capital by a subsidiary to non-controlling interests, net of issuance expenses | - | 105 |
| Receipt of long-term loans | 84 | 75 |
| Costs paid in advance in respect of taking out of loans | (2) | (2) |
| Payment in respect of derivative financial instruments, net | (1) | (3) |
| Dividends paid to holders of non-controlling interests | - | (2) |
| Dividends paid | (189) | (100) |
| Interest paid | (13) | (19) |
| Net cash (used in)/provided by financing activities | (129) | 125 |
| Increase in cash and cash equivalents | 378 | 25 |
| Cash and cash equivalents at beginning of the year | 475 | 286 |
| Effect of exchange rate fluctuations on balances of cash and cash equivalents | (16) | (1) |
| Cash and cash equivalents at end of the period | 837 | 310 |
Information regarding activities of the reportable segments are set forth in the following table.
| For the six months ended June 30, 2022 | |||||
|---|---|---|---|---|---|
| OPC Israel \$ millions |
CPV Group | ZIM | Other | Consolidated Results |
|
| Revenue | 239 | 28 | - | - | 267 |
| Depreciation and amortization | (23) | (6) | - | - | (29) |
| Financing income | 7 | 22 | - | 2 | 31 |
| Financing expenses | (23) | (4) | - | - | (27) |
| Gains related to ZIM | - | - | 202 | - | 202 |
| Share in profit of associated companies | - | 20 | 706 | - | 726 |
| Profit/(loss) before taxes | 5 | 25 | 908 | (5) | 933 |
| Income tax expense | (3) | (5) | - | (11) | (19) |
| Profit/(loss) for the period | 2 | 20 | 908 | (16) | 914 |
| For the six months ended June 30, 2021 | |||||
|---|---|---|---|---|---|
| OPC Israel | CPV Group | ZIM | Other | Consolidated Results |
|
| \$ millions | |||||
| Revenue | 199 | 21 | - | - | 220 |
| Depreciation and amortization | (23) | (6) | - | - | (29) |
| Financing income | 4 | - | - | - | 4 |
| Financing expenses | (23) | (16) | - | - | (39) |
| Loss related to Qoros | - | - | - | (55) | (55) |
| Gains related to ZIM | - | - | 10 | - | 10 |
| Share in (losses)/profit of associated companies | - | (16) | 419 | - | 403 |
| (Loss)/profit before taxes | (2) | (46) | 429 | (60) | 321 |
| Income tax (expense)/benefit | (1) | 15 | - | (3) | 11 |
| (Loss)/profit for the period | (3) | (31) | 429 | (63) | 332 |
| A - 5 |
For the three months ended June 30, 2022
| OPC Israel | CPV Group | ZIM | Other | Consolidated Results |
|
|---|---|---|---|---|---|
| \$ millions | |||||
| Revenue | 105 | 16 | - | - | 121 |
| Depreciation and amortization | (12) | (3) | - | - | (15) |
| Financing income | 4 | 19 | - | 1 | 24 |
| Financing expenses | (12) | (2) | - | - | (14) |
| Loss related to ZIM | - | - | (2) | - | (2) |
| Share in (losses)/profit of associated companies | - | (10) | 276 | - | 266 |
| (Loss)/profit before taxes | (13) | 2 | 274 | (4) | 259 |
| Income tax benefit/(expense) | 2 | (1) | - | (3) | (2) |
| (Loss)/profit for the period | (11) | 1 | 274 | (7) | 257 |
| For the three months ended June 30, 2021 | |||||
|---|---|---|---|---|---|
| OPC Israel | CPV Group | ZIM \$ millions |
Other | Consolidated Results |
|
| Revenue | 92 | 13 | - | - | 105 |
| Depreciation and amortization | (12) | (3) | - | - | (15) |
| Financing income | 1 | (1) | - | - | - |
| Financing expenses | (13) | (16) | - | - | (29) |
| Loss related to Qoros | - | - | - | (54) | (54) |
| Share in (losses)/profits of associated companies | - | (4) | 247 | - | 243 |
| (Loss)/profit before taxes | (14) | (32) | 247 | (56) | 145 |
| Income tax (expense)/benefit | 2 | 10 | - | (3) | 9 |
| (Loss)/profit for the period | (12) | (22) | 247 | (59) | 154 |
| A - 6 |
| Carrying amounts of investment in associated companies |
Equity in the net profit / (losses) of associated companies | ||||||
|---|---|---|---|---|---|---|---|
| as at | for the six months ended | for the three months ended | |||||
| June 30, 2022 |
December 31, 2021 |
June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
||
| \$ millions | \$ millions | \$ millions | |||||
| CPV Fairview LLC | 181 | 173 | 6 | (3) | (3) | (1) | |
| CPV Maryland LLC | 58 | 61 | (4) | (1) | (1) | (1) | |
| CPV Shore Holdings LLC | 85 | 75 | 5 | 4 | - | 5 | |
| CPV Towantic LLC | 118 | 112 | 1 | 6 | (2) | 3 | |
| CPV Valley Holdings LLC | 73 | 58 | 14 | (22) | (3) | (10) | |
| CPV Three Rivers LLC | 67 | 64 | (2) | - | (1) | - | |
| Others | 2 | 2 | - | - | - | - | |
| 584 | 545 | 20 | (16) | (10) | (4) | ||
| ZIM | 1,223 | 1,354 | 706 | 419 | 276 | 247 | |
| 1,807 | 1,899 | 726 | 403 | 266 | 243 | ||
| A - 7 |
| For the six months ended June 30, |
For the three months ended June 30, |
||||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| \$ millions | \$ millions | ||||
| Revenue | 267 | 220 | 121 | 105 | |
| Cost of sales (excluding depreciation and amortization) | (197) | (158) | (100) | (79) | |
| Depreciation and amortization | (26) | (27) | (13) | (14) | |
| Gross profit | 44 | 35 | 8 | 12 | |
| Selling, general and administrative expenses | (37) | (32) | (19) | (25) | |
| Other income | 1 | - | 1 | - | |
| Operating profit/(loss) | 8 | 3 | (10) | (13) | |
| Financing expenses | (27) | (39) | (14) | (29) | |
| Financing income | 29 | 4 | 23 | - | |
| Financing income/(expenses), net | 2 | (35) | 9 | (29) | |
| Share of profit/(losses) of associated companies, net | 20 | (16) | (10) | (4) | |
| Profit/(loss) before income taxes | 30 | (48) | (11) | (46) | |
| Income taxes (expense)/benefit | (8) | 14 | 1 | 12 | |
| Profit/(loss) for the period | 22 | (34) | (10) | (34) | |
| Attributable to: | |||||
| Equity holders of the company | 20 | (24) | (4) | (26) | |
| Non-controlling interest | 2 | (10) | (6) | (8) | |
| Profit/(loss) for the period | 22 | (34) | (10) | (34) |
B - 1
| For the six months ended June 30, |
For the three months ended June 30, |
|||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| \$ millions | \$ millions | |||
| Cash flows provided by operating activities | 29 | 57 | 2 | 33 |
| Cash flows used in investing activities | (164) | (149) | (77) | (51) |
| Cash flows provided by/(used in) financing activities | 60 | 225 | 22 | (29) |
| (Decrease)/increase in cash and cash equivalents | (75) | 133 | (53) | (47) |
| Cash and cash equivalents at end of the period | 145 | 194 | 145 | 194 |
Summary Data from OPC's Consolidated Statement of Financial Position (Unaudited)
| June 30, 2022 2021 \$ millions 1,172 170 584 732 |
As at | ||
|---|---|---|---|
| Total financial liabilities1 Total monetary assets2 Investment in associated companies |
December 31, | ||
| 1,215 | |||
| 264 | |||
| 545 | |||
| Total equity attributable to the owners | 730 | ||
| Total assets 2,402 |
2,488 |
Including loans from banks and others and debentures
Including cash and cash equivalents, term deposits and restricted cash
This press release, including the financial tables, presents OPC's Adjusted EBITDA and share of EBITDA of its associated companies, which are non-IFRS financial measures.
OPC defines EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, and income tax expense, and Adjusted EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, income tax expense and share of losses of associated companies, net. EBITDA and Adjusted EBITDA are not recognized under IFRS or any other generally accepted accounting principles 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 and share of EBITDA of its associated companies provide transparent and useful information to investors and financial analysts in their review of the company's, or its subsidiaries', or 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 are reconciliations of OPC's net profit to Adjusted EBITDA and share of net profit to share of EBITDA of its associated companies 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, | ||
|---|---|---|
| 2022 | 2021 | |
| \$ millions | ||
| Loss for the period | (10) | (34) |
| Depreciation and amortization | 15 | 15 |
| Financing (income)/expenses, net | (9) | 29 |
| Share in losses of associated companies, net | 10 | 4 |
| Income tax benefit | (1) | (12) |
| Adjusted EBITDA | 5 | 2 |
| Proportionate share of EBITDA of associated companies | 21 | 26 |
| For the three months ended June 30, | ||
| 2022 | 2021 |
| \$ millions | ||
|---|---|---|
| Share in losses of associated companies, net | (10) | (4) |
| Share of depreciation and amortization | 11 | 10 |
| Share of financing expenses, net | 20 | 20 |
| Proportionate share of EBITDA of associated companies | 21 | 26 |
The tables below set forth debt, cash and cash equivalents, and debt service reserves for OPC's subsidiaries as of June 30, 2022 and December 31, 2021 (in \$ millions):
| As at June 30, 2022 | OPC Energy | OPC-Rotem | OPC-Hadera | OPC-Tzomet | CPV Keenan | Others | Total |
|---|---|---|---|---|---|---|---|
| Debt (including accrued | |||||||
| interest) | 527 | - | 194 | 223 | 92 | 1 | 1,037 |
| Debt from non-controlling interests (including interest |
|||||||
| payable) | 1 | 63 | - | - | - | 71 | 135 |
| Cash and cash equivalents | 30 | 5 | 5 | 19 | 3 | 83 | 145 |
| Debt service reserves (out of restricted cash) |
- | - | 14 | - | - | - | 14 |
| Other restricted cash | - | - | - | - | - | 11 | 11 |
| As at December 31, 2021 | OPC Energy | OPC-Rotem | OPC-Hadera | OPC-Tzomet | CPV Keenan | Others | Total |
| Debt (including accrued | |||||||
| interest) | 587 | - | 219 | 170 | 98 | 2 | 1,076 |
| Debt from non-controlling interests (including interest |
|||||||
| payable) | 1 | 73 | - | - | - | 65 | 139 |
| Cash and cash equivalents | 86 | 17 | 7 | 24 | 1 | 99 | 234 |
| Debt service reserves (out of restricted cash) |
- | - | 14 | - | - | - | 14 |
| Other restricted cash | 5 | - | 2 | - | - | 9 | 16 |
| D - 1 |
This press release, including the financial tables, presents ZIM's Adjusted EBITDA, which is a non-IFRS financial measure.
ZIM defines Adjusted EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, income tax expense, and non-recurring expenses, which may include impairment 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 or any other generally accepted accounting principles 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 profit to Adjusted EBITDA for the periods presented.
| For the three months ended June 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| \$ millions | ||||
| Profit for the period | 1,336 | 888 | ||
| Depreciation and amortization | 337 | 175 | ||
| Financing expenses, net | 28 | 46 | ||
| Income tax expense | 400 | 224 | ||
| EBITDA | 2,101 | 1,333 | ||
| Non-recurring expenses | - | 2 | ||
| Adjusted EBITDA | 2,101 | 1,335 | ||

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