Quarterly Report • Nov 27, 2017
Quarterly Report
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Washington, D.C. 20549
November 27, 2017
Commission File Number 001-36761
1 Temasek Avenue #36-01 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 whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If ''Yes'' is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
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: November 27, 2017 By: /s/ Barak Cohen
Name: Barak Cohen Title: Co-Chief Executive Officer
By: /s/ Robert L. Rosen Name: Robert L. Rosen Title: Co-Chief Executive Officer
Exhibit 99.1

Kenon takes a key step in exercising its strategy since inception to realize value for its shareholders announcing sale of IC Power's assets in Latin America
Singapore, November 27, 2017. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) ("Kenon") announces its results for Q3 2017 and additional updates on its businesses.
1 Net income excluding finance expenses due to intercompany loans owing to Kenon is a non-IFRS measure. IC Power's finance expenses due to intercompany notes owing to Kenon were \$3 million and \$4 million in Q3 2017 and Q3 2016, respectively.
2 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated November 27, 2017 for the definition of IC Power's Adjusted EBITDA and a reconciliation to IC Power's, and each of its segments', net income.
• In Q2 2017, a new China-based investor entered into an investment agreement that provides for the new investor investing approximately RMB6.5 billion (approximately \$977 million)3 in Qoros for a controlling interest, subject to conditions, including regulatory approvals and completion of regulatory processes.
In connection with the contemplated investment, the new investor has advanced funds to Qoros in a total amount of RMB1.05 billion (approximately \$158 million) to date, and, together with its affiliates, has also deposited substantial funds into certain designated accounts (which accounts are subject to contractual restrictions), including certain amounts that may be used to support certain funding needs of Qoros prior to the closing of the transaction, subject to certain contractual limitations.
Kenon's consolidated results of operations from its operating companies essentially comprise the consolidated results of IC Power Ltd. ("IC Power"). The results of Qoros Automotive Co., Ltd. ("Qoros") and ZIM Integrated Shipping Ltd. ("ZIM") are reflected under results from associates.
See Exhibit 99.2 of Kenon's Form 6-K dated November 27, 2017, for summary consolidated financial information for Kenon, IC Power and Qoros and a reconciliation of non-IFRS measures to the nearest IFRS measure.
IC Power's segments are Generation and Distribution. IC Power's Generation business is further segmented by geography: Peru, Israel, Central America and Other.
The following discussion of IC Power's results of operations is derived from IC Power's consolidated financial statements.
| Three Months Ended September 30, 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (\$ millions) | ||||||||||
| Generation | Distribution | Adjustments | Total | |||||||
| Central | ||||||||||
| Peru | Israel | America | Other1 | Guatemala | ||||||
| Revenues | 224 | 97 | 74 | 41 | 141 | - | 577 | |||
| Cost of Sales2 | (153) | (69) | (52) | (27) | (117) | - | (418) | |||
| Net Income (loss) | (3) | 11 | 11 | (21) | (1) | 2 | (1) | |||
| Adjusted EBITDA | 66 | 26 | 21 | 9 | 13 | - | 135 |
| Three Months Ended September 30, 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (\$ millions) | ||||||||||
| Generation | Distribution | Adjustments | Total | |||||||
| Central | ||||||||||
| Peru | Israel | America | Other1 | Guatemala | ||||||
| Revenues | 138 | 89 | 83 | 43 | 137 | - | 490 | |||
| Cost of Sales2 | (81) | (66) | (65) | (28) | (108) | - | (348) | |||
| Net Income (loss) | 11 | 7 | - | (26) | 12 | 2 | 6 | |||
| Adjusted EBITDA | 59 | 24 | 15 | 5 | 23 | - | 126 |
1 IC Power's Other segment includes the results of certain of IC Power's generation assets. In addition, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including amortization of purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.
2 Excludes depreciation and amortization.
3 Convenience translations of RMB amounts into US Dollars use a rate of 6.65:1.

IC Power's net loss attributable to Kenon in Q3 2017 was \$1 million, as compared to net income of \$1 million in Q3 2016. IC Power's net income attributable to Kenon (excluding finance expenses due to intercompany loans owing to Kenon) in Q3 2017 was \$2 million as compared to \$5 million during Q3 2016; and
• Adjusted EBITDA—\$135 million in Q3 2017, as compared to \$126 million in Q3 2016, primarily due to the factors discussed above, partially offset by Energuate's lower margins, as discussed below.
A discussion of revenues, cost of sales, net income and Adjusted EBITDA for IC Power's generation business by segment for Q3 2017, as compared to Q3 2016, is as follows:
| Three Months Ended September 30, 2017 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA |
Net Income (loss) |
||||||
| (\$ millions) | |||||||||||
| Kallpa1 | 75 | \$ | 151 | \$ | 86 | \$ | 54 | \$ | (5) | ||
| Samay I | 75 | 73 | 67 | 12 | 2 | ||||||
| TOTAL | \$ | 224 | \$ | 153 | \$ | 66 | \$ | (3) |
| Three Months Ended September 30, 2016 Ownership Net Interest Cost of Adjusted Income (%) Revenues Sales (loss) EBITDA (\$ millions) |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity | |||||||||||
| Kallpa1 | 75 | \$ | 123 | \$ | 74 | \$ | 53 | \$ | 14 | ||
| Samay I | 75 | 15 | 7 | 6 | (3) | ||||||
| TOTAL | \$ | 138 | \$ | 81 | \$ | 59 | \$ | 11 |
1 Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.
| Three Months Ended September 30, 2017 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA (\$ millions) |
Net Income(loss) |
|||||||
| OPC-Rotem | 611 | \$ | 93 | \$ | 65 | \$ | 26 | \$ | 12 | |||
| OPC-Hadera | 761 | 4 | 4 | - | (1) | |||||||
| TOTAL | \$ | 97 | \$ | 69 | \$ | 26 | \$ | 11 |
| Three Months Ended September 30, 2016 | Net | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ownership Interest |
Cost of | Adjusted | |||||||||||||
| Entity | (%) | Revenues | Sales | EBITDA | Income | ||||||||||
| (\$ millions) | |||||||||||||||
| OPC-Rotem | 801 | \$ | 83 | \$ | 62 | \$ | 23 | \$ | 7 | ||||||
| OPC-Hadera | 1001 | 6 | 4 | 1 | - | ||||||||||
| TOTAL | \$ | 89 | \$ | 66 | \$ | 24 | \$ | 7 |
Prior to OPC's IPO in August 2017, IC Power, through its subsidiary OPC, indirectly owned 80% of OPC-Rotem and 100% of OPC-Hadera. Following the OPC IPO, IC Power's indirect ownership in OPC-Rotem and OPC-Hadera was diluted to 61% and 76%, respectively.
Revenues—\$97 million in Q3 2017, as compared to \$89 million in Q3 2016, primarily as a result of a \$10 million increase in OPC-Rotem's revenues as a result of a 12% increase in OPC-Rotem's average energy selling price, due to new electricity tariffs introduced by the Israeli Electricity Authority ("EA") in January 2017, as well as the appreciation in the Israeli Shekel against the US Dollar;
| Three Months Ended September 30, 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Entity (Country) | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA |
Net Income |
|||||
| (\$ millions) | ||||||||||
| ICPNH (Nicaragua) | 61-65 | 25 | 18 | 8 | 3 | |||||
| Nejapa and Cenérgica (El Salvador) | 100 | 21 | 15 | 5 | 3 | |||||
| Kanan (Panama) | 100 | 18 | 10 | 7 | 5 | |||||
| Puerto Quetzal (Guatemala) | 100 | 8 | 7 | 1 | - | |||||
| Guatemel (Guatemala) | 100 | 2 | 2 | - | - | |||||
| TOTAL | \$ 74 |
\$ 52 |
\$ 21 |
\$ 11 |
| Three Months Ended September 30, 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Entity (Country) | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA |
Net Income (loss) |
|||
| (\$ millions) | ||||||||
| ICPNH (Nicaragua) | 61-65 | 23 | 17 | 5 | - | |||
| Nejapa and Cenérgica (El Salvador) | 100 | 29 | 23 | 5 | 3 | |||
| Kanan (Panama) | 100 | 16 | 15 | 2 | (4) | |||
| Puerto Quetzal (Guatemala) | 100 | 17 | 13 | 3 | 1 | |||
| Guatemel (Guatemala) | 100 | 2 | 1 | - | - | |||
| Eliminations | (4) | (4) | - | - | ||||
| TOTAL | \$ 83 |
\$ 65 |
\$ 15 |
\$ - |
| Three Months Ended September 30, 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Entity (Country) | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA |
Net Income (loss) |
|||||
| (\$ millions) | ||||||||||
| COBEE (Bolivia) | 100 | 9 | 3 | 5 | 2 | |||||
| Central Cardones (Chile) | 87 | 2 | - | 2 | 1 | |||||
| Colmito (Chile) | 100 | 6 | 4 | - | - | |||||
| CEPP (Dominican Republic) | 97 | 8 | 8 | 2 | - | |||||
| JPPC (Jamaica) | 100 | 15 | 12 | 2 | 1 | |||||
| RECSA (Guatemala) | 100 | - | - | - | - | |||||
| IC Power Distribution Holdings (non-operating holdco) | 100 | - | - | - | - | |||||
| Inkia & Other (non-operating holdcos) | 100 | 1 | - | (1) | (14) | |||||
| IC Power, OPC & Other (non-operating holdcos) | 100 | - | - | (1) | (9) | |||||
| Eliminations/Adjustments | - | - | - | (2) | ||||||
| TOTAL | \$ 41 |
\$ 27 |
\$ 9 |
\$ (21) |
| Three Months Ended September 30, 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Entity (Country) | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA |
Net Income (loss) |
|||||
| (\$ millions) | ||||||||||
| COBEE (Bolivia) | 100 | 8 | 4 | 3 | 1 | |||||
| Central Cardones (Chile) | 87 | 3 | 1 | 2 | - | |||||
| Colmito (Chile) | 100 | 5 | 5 | 1 | 1 | |||||
| CEPP (Dominican Republic) | 97 | 9 | 7 | 1 | 1 | |||||
| JPPC (Jamaica) | 100 | 13 | 9 | 2 | 1 | |||||
| Surpetroil (Colombia)1 | 60 | 3 | 2 | (1) | (1) | |||||
| RECSA (Guatemala) | 100 | 1 | - | (1) | - | |||||
| IC Power Distribution Holdings (non-operating holdco) | 100 | - | - | - | (2) | |||||
| Inkia & Other (non-operating holdcos) | 100 | 1 | - | (1) | (16) | |||||
| IC Power, OPC & Other (non-operating holdcos) | 100 | - | - | (1) | (9) | |||||
| Eliminations | - | - | - | (2) | ||||||
| TOTAL | \$ 43 |
\$ 28 |
\$ 5 |
\$ (26) |
1 In April 2017, IC Power sold its 60% interest in Surpetroil.
| Three Months Ended September 30, 2017 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity | Ownership Interest (%) |
Revenues | Cost of Sales |
Adjusted EBITDA |
Net Income (loss) |
||||||
| (\$ millions) | |||||||||||
| DEORSA | 93 | \$ | 63 | \$ | 51 | \$ | 7 | \$ | 1 | ||
| DEOCSA | 91 | 78 | 66 | 6 | (2) | ||||||
| TOTAL | \$ | 141 | \$ | 117 | \$ | 13 | \$ | (1) |
| Three Months Ended September 30, 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ownership Interest |
Cost of | Adjusted | Net | |||||||
| Entity | (%) | Revenues | Sales | EBITDA | Income | |||||
| (\$ millions) | ||||||||||
| DEORSA | 93 | \$ | 60 | \$ | 48 | \$ | 11 | \$ | 5 | |
| DEOCSA | 91 | 77 | 60 | 12 | 7 | |||||
| TOTAL | \$ | 137 | \$ | 108 | \$ | 23 | \$ | 12 |
IC Power's capital expenditures were \$59 million in Q3 2017, including \$43 million in capital expenditures for maintenance of existing facilities (which included \$9 million for Energuate) and \$16 million in capital expenditures for construction of the OPC-Hadera plant.
As of September 30, 2017, IC Power had cash and cash equivalents of \$429 million, no short-term deposits, restricted cash of \$50 million, and total outstanding consolidated indebtedness of \$3,310 million (excluding \$115 million intercompany debt owed to Kenon), consisting of \$225 million of short-term indebtedness, including the current portion of long-term indebtedness, and \$3,085 million of long-term indebtedness.
IC Power's net debt, excluding the consolidated net debt of Inkia and OPC Energy Ltd., and excluding intercompany debt owed to Kenon, as of September 30, 2017, was \$65 million. For further information on IC Power's financial information, see Appendix E below.
As of September 30, 2017, Inkia's proportionally consolidated group cash was approximately \$192 million.
Between August and November 2017, IC Power refinanced \$1,100 million of its debt (as discussed further in "Business Developments—Latin America— Issuance of Bonds by Inkia" and "Business Developments—Latin America— Issuance of Bonds by CDA").
On November 26, 2017, Kenon announced that Inkia, a wholly-owned subsidiary of IC Power, entered into an agreement (the "SPA") to sell all of its Latin American and Caribbean businesses (the "LatAm Businesses") for cash consideration of \$1,177 million (before transaction costs, taxes and certain other expenses), plus excess proportionally consolidated group cash at closing above \$49.9 million )as of September 30, 2017, Inkia's proportionally consolidated group cash was approximately \$192 million) to I Squared Capital, an infrastructure private equity firm.
The initial purchase price is subject to a number of adjustments, including for changes in working capital and outstanding debt at closing compared to June 30, 2017, and an upward adjustment to the extent Inkia's proportionally consolidated group cash exceeds \$49.9 million.
As part of the transaction, the buyer will also assume Inkia's \$450 million notes, issued in November 2017.
The sale is part of Kenon's strategy to provide its shareholders with direct access to its businesses, including through monetization of its businesses. The transaction includes only the LatAm Businesses. IC Power's Israeli asset OPC Energy Ltd. is not being sold as part of the transaction.
The SPA contains customary representations, warranties and covenants, including covenants relating to the operations of Inkia's LatAm Businesses during the period between signing of the SPA and closing. Inkia and the buyer have agreed to indemnify each other for losses arising from certain breaches of representations and warranties in the SPA and for certain other liabilities, subject to time and amount limitations. Inkia's indemnification obligations under the SPA will be secured by a pledge of 25% of the shares of OPC Energy Ltd. and a corporate guarantee from Kenon, both for a period of three years. In addition, the transaction will include a deferral of \$175 million of the purchase price in the form of a fouryear \$175 million deferred payment obligation accruing 8% interest, payable in kind, which can be used to set off against Inkia's indemnification obligations to the buyer.
The transaction is subject to customary closing conditions, including the receipt of consents under debt facilities and other agreements, the absence of a "Material Adverse Effect" and the delivery of various closing documentation; there are no conditions for financing or anti-trust approval. The transaction is expected to close within the next several months.
Kenon will retain the right to pursue, and retain the proceeds from, certain claims relating to some of the businesses sold in the transaction.
Bank of America Merrill Lynch acted as financial advisor to the seller.
In November 2017, Inkia issued senior unsecured notes in an aggregate principal amount of \$450 million. The notes accrue interest at a rate of 5.875%, and will mature in November 2027. The proceeds of the notes were used to repay Inkia's existing 8.375% notes due 2021.
In August 2017, CDA issued senior unsecured notes in an aggregate principal amount of \$650 million. The notes accrue interest at a rate of 4.125% and will mature in August 2027. The proceeds of the notes were used to repay certain of CDA's existing indebtedness, related costs and shareholder loans.
In August 2017, Kallpa merged with CDA. Following the merger, CDA, the surviving entity, has a total installed capacity of 1,618 MW making it the leading power producer in Peru in terms of volume of energy generated. In September 2017, CDA was renamed Kallpa Generación S.A.
In April 2017, Kanan's 92 MW power plant experienced a fire. As a result, Kanan's 37 MW barge and 55 MW barge were placed off-line, and Kanan wrote off \$48 million in assets.
Kanan has property and business interruption insurance for its power plants to protect against risks of direct physical loss or damage, including machinery breakdown, earthquakes and other risks associated with the operation of a plant. Kanan's management deems that this event is covered by the insurance policy and received confirmation that the acquisition of the Esperanza barge (discussed below) would cover its insurance claim. To date, Kanan has received advanced payments from its insurance company in the amount of approximately \$63 million, including \$23 million received in October 2017.
In October 2017, Kanan entered into an agreement to purchase the Esperanza barge, a 124 MW barge, for \$59 million (plus an additional \$4 million for inventory and spare parts) from Puerto Quetzal, another IC Power subsidiary, to replace the barges damaged in the fire. The Esperanza barge is expected to be relocated and operational during Q1 2018.
IC Power is developing a 50 MW wind project in the Dominican Republic, which is expected to commence commercial operations by the first quarter of 2019. IC Power has entered into a PPA with a government entity for a period of 20 years, for which the relevant concession was granted in May 2017.
In October 2017, IC Power entered into an EPC contract with the selected EPC contractor, and is in the process of seeking financing for the project. The total cost for this project is estimated to be \$100 million, of which 70% is expected to be debt-financed.
In May 2016, Overseas Investments Peru, a wholly-owned subsidiary of IC Power, entered into a \$100 million agreement (the "Overseas Facility") with certain banks. The Overseas Facility was originally due in November 2017. In September 2017, IC Power extended the maturity of the Overseas Facility, and its amortization dates have been scheduled for November 2018 (\$30 million), February 2019 (\$30 million) and May 2019 (\$40 million).
OPC-Hadera is constructing a 148 MW (based on the plant's generation license) co-generation power plant in Israel. IC Power expects that the total cost of the OPC-Hadera plant will be approximately \$250 million.
Construction of the OPC-Hadera plant began in June 2016, and the plant is expected to commence commercial operations by early 2019. As of September 30, 2017, OPC-Hadera had invested an aggregate of \$125 million in the project and completed approximately 70% of the project.
In November 2017, OPC-Hadera made its third drawing under the NIS 1 billion (approximately \$261 million)4 loan agreement relating to the project, in the amount of NIS 79 million (approximately \$22 million).
In Q2 2017, Qoros, Quantum (2007) LLC ("Quantum"), which owns 50% of Qoros, Wuhu Chery Automobile Investment Company Limited ("Wuhu Chery"), which owns the other 50% of Qoros, and a new China-based investor, entered into an investment agreement that provides for the new investor investing approximately RMB6.5 billion (approximately \$977 million) in Qoros for a controlling interest in Qoros. The new investor's investment is subject to conditions which must be satisfied by a certain date, some of which are beyond the parties' control and which the parties may be unable to satisfy. These conditions include regulatory approvals and completion of regulatory processes, consents from lenders and further documentation, including entry into additional agreements.
In connection with the contemplated investment, the new investor has advanced funds to Qoros in several tranches. An advance in the amount of RMB300 million (approximately \$45 million) was provided to Qoros in Q2 2017. In August 2017, the investor provided Qoros an advance in the amount of RMB700 million (approximately \$105 million). In November 2017, the investor provided Qoros an advance in the amount of RMB50 million (approximately \$8 million). To date, the investor, together with its affiliates, has also deposited substantial funds into certain designated accounts (which accounts are subject to contractual restrictions) in connection with the investment, including certain amounts that may be used to support certain funding needs of Qoros prior to the closing of the transaction, subject to certain contractual limitations.
4 Convenience translations of NIS amounts into US Dollars use a rate of 3.54:1.
The following discussion of Qoros' results of operations below is derived from Qoros' consolidated financial statements.
Revenues decreased by 50% to RMB306 million (\$46 million) in Q3 2017, as compared to RMB607 million (\$91 million) in Q3 2016. The decrease in revenues in Q3 2017 is due to a 53% decrease in car sales from approximately 5,800 cars in Q3 2016 to approximately 2,700 cars in Q3 2017.
Cost of sales decreased by 52% to RMB397 million (\$60 million) in Q3 2017, as compared to RMB824 million (\$124 million) in Q3 2016. The decrease in cost of sales is primarily due to the 53% decrease in car sales.
Research and development expenses decreased to RMB1 million (\$0.2 million) in Q3 2017, as compared to RMB41 million (\$6 million) in Q3 2016. The decrease is mainly due to expenses incurred in Q3 2016 related to new products in that period, compared to lower expenses in Q3 2017 as models have matured.
Selling, general and administrative expenses decreased by 35% to RMB115 million (\$17 million) in Q3 2017, as compared to RMB176 million (\$26 million) in Q3 2016. The decrease reflects a reduction in advertising and marketing expenses, as well as cost-cutting measures that were implemented during the period.
Net finance costs increased by 31% to RMB80 million (\$12 million) in Q3 2017, as compared to RMB61 million (\$9 million) in Q3 2016, primarily due to an increase in finance costs as a result of interest expense incurred in Q3 2017 due to the higher shareholder loan balance in 2017.
Loss for the period decreased by 39% to RMB285 million (\$43 million) in Q3 2017, as compared to RMB465 million (\$70 million) in Q3 2016, primarily as a result of a decrease in gross loss, as well as cost-cutting measures.
Qoros' negative Adjusted EBITDA improved to negative RMB115 million (negative \$17 million) in Q3 2017 from negative RMB150 million (negative \$23 million) in Q3 2016. The improvement in Adjusted EBITDA was mainly due to cost-cutting measures implemented during the period.
As of September 30, 2017, Qoros had total loans and borrowings (excluding shareholder loans) of RMB5 billion (\$752 million) and current liabilities (excluding shareholder loans) of RMB3 billion (\$451 million), including trade and other payables of RMB2.2 billion (\$331 million), and current assets of RMB1.5billion (\$226 million), including cash and cash equivalents of RMB327 million (\$49 million). Qoros uses a portion of its liquidity to make debt service payments. Qoros has principal payment obligations on its RMB3 billion (\$451 million) facility, RMB1.2 billion (\$180 million) facility and RMB700 million (\$105 million) facility. In July 2017, Qoros' lenders approved the rescheduling of principal payments under Qoros' RMB3 billion facility originally scheduled to be made in 2017 and 2018, with substantially all of the principal payments now scheduled to be made between 2019 and 2022.
Qoros' principal sources of liquidity have been cash inflows received from financing activities, including long-term loans, short-term facilities, investment advances and capital contributions (in the form of equity contributions, or convertible or non-convertible shareholder loans), and cash flows from car sales. Qoros has fully utilized its RMB3 billion syndicated credit facility, RMB1.2 billion syndicated credit facility and its RMB700 million credit facility, and will require additional financing, including the renewal or refinancing of its working capital facilities or third-party investment, to fund its development and operations. The RMB3 billion syndicated credit facility contains financial covenants, including debt-toasset and current ratio covenants, which covenants had been waived up to July 2020.
In Q2 2017, an investor that had committed to make an investment in Qoros, subject to certain conditions (see discussion above), advanced funds to Qoros in the amount of RMB300 million (approximately \$45 million). In August 2017, the investor provided Qoros an advance in the amount of RMB700 million (approximately \$105 million). In November 2017, the investor provided Qoros an advance in the amount of RMB50 million (approximately \$8 million). To date, the investor, together with its affiliates, has also deposited substantial funds into certain designated accounts (which accounts are subject to contractual restrictions) in connection with the investment, including certain amounts that may be used to support certain funding needs of Qoros prior to the closing of the transaction, subject to certain contractual limitations.
Qoros actively manages its trade payables, accrued expenses and other operating expenses in connection with the management of its liquidity requirements and resources.
5 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated November 27, 2017 for the definition of Qoros' Adjusted EBITDA and a reconciliation to its total loss for the applicable period. Qoros' Adjusted EBITDA excludes other income relating to license rights.
In Q3 2017, Qoros sold approximately 2,700 vehicles, representing a decrease of approximately 53% as compared to Q3 2016.
As of September 30, 2017, Qoros' dealership network included 109 points of sales, of which 71 were full-service dealer stores, 12 additional points of sales under construction and memorandums of understanding with respect to the potential development of 12 additional points of sales.
In Q3 2017, ZIM's revenues increased by 27% to approximately \$817 million, as compared to approximately \$644 million in Q3 2016, driven by increase in freight rates and in the quantities of cargo carried. ZIM carried approximately 688 thousand TEUs in Q3 2017, an 11% increase as compared to Q3 2016, in which ZIM carried approximately 622 thousand TEUs.
ZIM's operating expenses in Q3 2017 increased by 15% to \$699 million, as compared to \$609 million in Q3 2016. The increase was primarily driven by (i) a \$46 million increase in expenses related to cargo handling; (ii) a \$26 million increase in bunker expenses; and (iii) a \$19 million increase in port expenses.
ZIM's net profit attributable to ZIM's owners in Q3 2017 was \$23 million, as compared to a net loss attributable to ZIM's owners of \$39 million in Q3 2016.
ZIM publishes its results on its website. For more information, see www.ZIM.com. This website, and any information referenced therein, is not incorporated by reference herein.
On November 27, 2017, Kenon will announce the convocation of an extraordinary general meeting (the "EGM") of its shareholders and a proxy solicitation, for the purposes of considering the ratification of the sale of IC Power's Latin American and Caribbean power generation and distribution businesses and the authorisation of a capital reduction to enable Kenon to distribute a portion of the proceeds received from the sale to Kenon's shareholders. At this time, Kenon's board of directors has not made a determination as to whether it will make a distribution, and to the extent it decides to make a distribution, as to the timing or amount of any such distribution. The EGM will be held on December 19, 2017.
In September 2017, Mr. Yoav Doppelt, chief executive officer ("CEO") of Kenon, stepped down as CEO. Mr. Barak Cohen, formerly Vice President of Business Development and Investor Relations of Kenon, and Mr. Robert L. Rosen, formerly General Counsel of Kenon, were appointed by the Board to serve as co-CEOs of Kenon.
In October 2017, Mr. Tzahi Goshen, chief financial officer ("CFO") of Kenon, stepped down as CFO of Kenon and was replaced by Mr. Mark Hasson, who previously served as Kenon's Vice President of Finance.
As of September 30, 2017, cash, gross debt, and net debt6 (a non-IFRS financial measure, which is defined as gross debt minus cash) of Kenon (unconsolidated) were \$65 million, \$238 million (excluding \$47 million owed to IC Power) and \$173 million (excluding \$47 million owed to IC Power), respectively.
Kenon has fully drawn its \$200 million credit facility from Israel Corporation Ltd. As of September 30, 2017, \$238 million was outstanding under the facility, including interest and fees.
In March 2017, Kenon funded RMB388 million (approximately \$58 million) to Qoros, reducing Kenon's back-to-back guarantee obligations to Chery from RMB850 million (approximately \$128 million) to RMB425 million (approximately \$64 million).
In April 2017, Kenon funded an additional RMB100 million (approximately \$15 million) to Qoros, further reducing Kenon's back-to-back guarantee obligations to Chery from RMB425 million to approximately RMB320 million (approximately \$48 million) in respect of underlying loans to Qoros in the principal amount of RMB289 million.
Kenon's management will host a conference call for investors and analysts on November 27, 2017. To participate, please call one of the following teleconferencing numbers:
| Singapore: | 3158-3851 |
|---|---|
| US: | 1-888-407-2553 |
| Israel: | 03-918-0644 |
| UK: | 0-800-917-5108 |
| International: | +65-3158-3851 |
The call will commence at 9:00 am Eastern Time, 6:00 am Pacific Time, 2:00 pm UK Time, 4:00 pm Israel Time and 10:00 pm Singapore Time.
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, ranging from established, cash-generating businesses to early stage development companies. Kenon's businesses consist of:
6 Kenon's gross debt and net debt do not include Kenon's back-to-back guarantee obligations in respect of Qoros' indebtedness as discussed herein and shareholder loans from Kenon's major shareholder Ansonia Holdings Singapore B.V.

Kenon remains committed to its strategy to realize the value of its businesses for its shareholders. In connection with this strategy, Kenon may provide its shareholders with direct access to its businesses, which may include spin-offs, listings, offerings, distributions or monetization of its businesses. Kenon is actively exploring various ways to materialize this strategy in a rational and expeditious manner. 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.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to statements about (i) with respect to IC Power, statements with respect to the expected installed capacity, cost, financing and timing of the completion of IC Power's OPC-Hadera and Agua Clara projects, IC Power's strategy to recoup the costs associated with the Kanan outage from its insurance coverage and the scope of such coverage, the expected acquisition of the Esperanza barge and the timing of its relocation and entry into operation, and the terms of the sale of Inkia's Latin American and Caribbean businesses, including closing conditions, the timing of closing, purchase price adjustments, indemnification obligations and support for such obligations, (ii) with respect to Qoros, statements with respect to Qoros' liquidity requirements and sources of funding and plans to continue to seek financing, the agreement by Qoros' lenders to waive certain financial covenants under Qoros' RMB3 billion debt facilities and reschedule amortization payments under Qoros' debt facilities, and statements with respect to the third party investment in Qoros by a China-based investor, including the expected terms and conditions of the investment and the amount and availability of funds in designated accounts, (iii) with respect to Kenon, statements with respect to Kenon's retention of claims relating to the businesses sold in the transaction involving the sale of Inkia's Latin American and Caribbean businesses, the capital reduction and distribution of a portion of the proceeds of the Inkia transaction to Kenon's shareholders, and the convocation of the extraordinary general meeting, and (iv) other non-historical matters. These statements are based on Kenon's management's 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) with respect to IC Power, risks relating to IC Power's failure to complete the development of the OPC-Hadera and Agua Clara projects on a timely basis, within the expected budget, or at all, risks related to IC Power's ability to recover the costs of the Kanan outage from its insurance coverage, risks relating to the potential transfer of the Esperanza barge from Puerto Quetzal to Kanan and potential delays in the barge's relocation and entry into operation, and risks related to the sale of Inkia's Latin American and Caribbean businesses, including the risk that closing does not occur within the expected timeline, that closing conditions are not met and other risks relating to the transaction, including potential indemnification obligations, transaction costs and taxes payable, (ii) with respect to Qoros, risks relating to changes in events and circumstances with respect to Qoros and its ability to obtain financing, changes which may affect Qoros' ability to obtain the final documentation in connection with its agreements with its lenders as discussed above, Qoros' ability to satisfy the closing conditions contemplated in the agreement with the China-based third party investor for new investment, and Qoros' ability to utilize funds in the designated accounts in connection with the contemplated third-party investment, or otherwise complete that investment on the terms contemplated, (iii) with respect to Kenon, changes in events and circumstances which may affect its ability to retain claims relating to the businesses sold in the transaction involving the sale of Inkia's Latin American and Caribbean businesses, convene the extraordinary general meeting and ratify the matters under proposal, the risk that the capital reduction is not carried out, and risks relating to the amount, timing and occurrence of the distribution of a portion of the proceeds of the Inkia transaction to Kenon's shareholders, and (iv) other risks and factors, including those risks set forth under the heading "Risk Factors" in Kenon's 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.

Kenon Holdings Ltd. Jonathan Fisch Director, Investor Relations [email protected] Tel: +1 917 891 9855
External Investor Relations Ehud Helft / Kenny Green GK Investor Relations [email protected] Tel: +1 646 201 9246
Appendix G: Definition of Qoros' Adjusted EBITDA and non-IFRS Reconciliation
Summary Kenon consolidated financial information
| As of | |||
|---|---|---|---|
| September 30, | December 31, | ||
| 2017 | 2016 | ||
| \$ millions | |||
| Current assets | |||
| Cash and cash equivalents | 498 | 327 | |
| Short-term investments and deposits | 50 | 71 | |
| Trade receivables, net | 369 | 284 | |
| Other current assets, including derivatives instruments | 40 | 50 | |
| Income tax receivable | 14 | 11 | |
| Inventories | 83 | 92 | |
| Total current assets | 1,054 | 835 | |
| Non-current assets | |||
| Investments in associated companies | 179 | 208 | |
| Restricted cash | 61 | 36 | |
| Income tax receivable and tax claims | 108 | 100 | |
| Deposits, loans and other receivables, including derivative instruments | 68 | 60 | |
| Deferred taxes, net | 24 | 25 | |
| Property, plant and equipment, net | 3,503 | 3,497 | |
| Goodwill and intangible assets, net | 362 | 377 | |
| Total non-current assets | 4,305 | 4,303 | |
| Total assets | 5,359 | 5,138 | |
| Current liabilities | |||
| Loans and debentures | 225 | 483 | |
| Trade payables | 260 | 286 | |
| Other payables, including derivative instruments | 43 | 91 | |
| Guarantee deposits from customers | 63 | 57 | |
| Provisions | 43 | 119 | |
| Income tax payable | 30 | 9 | |
| Total current liabilities | 664 | 1,045 | |
| Non-current liabilities | |||
| Loans, excluding current portion | 1,447 | 1,973 | |
| Debentures, excluding current portion | 1,897 | 857 | |
| Derivative instruments | 36 | 45 | |
| Deferred taxes, net | 239 | 225 | |
| Trade payables | 36 | 44 | |
| Other non-current liabilities | 49 | 55 | |
| Total non-current liabilities | 3,704 | 3,199 | |
| Total liabilities | 4,368 | 4,244 | |
| Equity | |||
| Share capital | 1,267 | 1,267 | |
| Shareholder transaction reserve | 83 | 27 | |
| Translation reserve | 1 | (22) | |
| Capital reserve | 23 | 12 | |
| Accumulated deficit | (637) | (603) | |
| Equity attributable to owners of the Company | 737 | 681 | |
| Non-controlling interests | 254 | 213 | |
| Total equity | 991 | 894 | |
| Total liabilities and equity | 5,359 | 5,138 |
| For the nine months ended | For the three months ended | ||||
|---|---|---|---|---|---|
| September 30, 2017 |
September 30, 2016 |
September 30, 2017 |
September 30, 2016 |
||
| \$ millions | \$ millions | ||||
| Revenue | 1,634 | 1,343 | 575 | 490 | |
| Cost of sales and services (including depreciation) | (1,277) | (1,089) | (458) | (392) | |
| Gross profit | 357 | 254 | 117 | 98 | |
| Selling, general and administrative expenses | (112) | (101) | (36) | (37) | |
| Impairment of assets | (20) | (72) | - | - | |
| Other income | 69 | 20 | 5 | 13 | |
| Other expenses | (8) | (3) | - | (1) | |
| Operating profit | 286 | 98 | 86 | 73 | |
| Financing expenses | (222) | (135) | (88) | (51) | |
| Financing income | 18 | 11 | - | 3 | |
| Financing expenses, net | (204) | (124) | (88) | (48) | |
| Provision of financial guarantees | - | (130) | - | (1) | |
| Share in losses of associated companies, net of tax | (33) | (153) | (11) | (46) | |
| Profit/(loss) before income taxes | 49 | (309) | (13) | (22) | |
| Incomes taxes | (61) | (40) | (10) | (20) | |
| Loss for the period | (12) | (349) | (23) | (42) | |
| Attributable to: | |||||
| Kenon's shareholders | (34) | (363) | (23) | (47) | |
| Non-controlling interests | 22 | 14 | - | 5 | |
| Loss for the period | (12) | (349) | (23) | (42) | |
| Basic/Diluted loss per share attributable to Kenon's shareholders (in dollars): | |||||
| Basic/Diluted loss per share | (0.64) | (6.76) | (0.43) | (0.88) |
| For the nine months ended | |||
|---|---|---|---|
| September 30, 2017 |
September 30, 2016 |
||
| \$ millions | |||
| Cash flows from operating activities | |||
| Loss for the period | (12) | (349) | |
| Adjustments: | |||
| Depreciation and amortization | 135 | 125 | |
| Financing expenses, net | 204 | 124 | |
| Share in losses of associated companies, net of tax | 33 | 153 | |
| Provision of financial guarantees | - | 130 | |
| Impairment of assets | 20 | 72 | |
| Bad debt expense | 5 | 4 | |
| Other capital (gains)/loss, net | (7) | 16 | |
| Share-based payments | 1 | 1 | |
| Income taxes | 61 | 40 | |
| 440 | 316 | ||
| Change in inventories | 8 | (35) | |
| Change in trade and other receivables | (119) | (78) | |
| Change in trade and other payables | (42) | 27 | |
| Change in provisions and employee benefits | (2) | (40) | |
| 285 | 190 | ||
| Income taxes paid, net | (43) | (81) | |
| Net cash provided by operating activities | 242 | 109 |
| For the nine months ended | |||
|---|---|---|---|
| September 30, | September 30, 2016 |
||
| 2017 | |||
| \$ millions | |||
| Cash flows for investing activities | |||
| Proceeds from sale of property, plant and equipment | 5 | - | |
| Short-term deposits and loans, net | (3) | 237 | |
| Business combinations, less cash acquired | - | (206) | |
| Investment in associated company | - | (111) | |
| Acquisition of property plant and equipment | (156) | (230) | |
| Acquisition of intangible assets | (3) | (6) | |
| Interest received | 5 | 5 | |
| Sale of securities held for trade and available for sale, net | - | 17 | |
| Payment to release financial guarantee | (72) | - | |
| Energuate purchase adjustment | 10 | - | |
| Sale of subsidiary, net | 1 | - | |
| Insurance claim | 40 | - | |
| Payment of deferred acquisition consideration | - | (2) | |
| Net cash used in investing activities | (173) | (296) | |
| Cash flows from financing activities | |||
| Dividend paid to non-controlling interests in a subsidiary | (17) | (24) | |
| Proceeds from issuance of shares to holders of non-controlling interests in subsidiaries | 110 | 10 | |
| Receipt of long-term loans and issuance of debentures | 1,314 | 766 | |
| Repayment of long-term loans and debentures | (1,004) | (404) | |
| Short-term credit from banks and others, net | (116) | 30 | |
| Bond issuance expenses | (20) | (10) | |
| Equity issuance expenses | (9) | - | |
| Payment of consent fee and early prepayment fee | (32) | (28) | |
| Interest paid | (137) | (90) | |
| Net cash provided by financing activities | 89 | 250 | |
| Increase in cash and cash equivalents | 158 | 63 | |
| Cash and cash equivalents at the beginning of the period | 327 | 384 | |
| Effect of exchange rate fluctuations on balances of cash and cash equivalents | 13 | 4 | |
| Cash and cash equivalents at end of the period | 498 | 451 | |

Information regarding activities of the reportable segments are set forth in the following table.
| IC Power1 | ||||||
|---|---|---|---|---|---|---|
| Generation2 | Distribution | Qoros3 | Other | Adjustments | Total | |
| \$ Millions | ||||||
| For the nine months ended September 30, 2017 |
||||||
| Total sales | 1,215 | 419 | - | - | - | 1,634 |
| Adjusted EBITDA4 | 350 | 61 | - | (15) | - | 396 |
| Depreciation and amortization | 119 | 16 | - | - | - | 135 |
| Financing income | (6) | (9) | - | (11) | 8 | (18) |
| Financing expenses | 184 | 24 | - | 22 | (8) | 222 |
| Other items: | ||||||
| Impairment of assets | 20 | - | - | - | - | 20 |
| Other income | (45) | - | - | - | - | (45) |
| Share in (profits)/losses of associated | ||||||
| companies | (1) | - | 45 | (11) | - | 33 |
| 271 | 31 | 45 | - | - | 347 | |
| Profit/(loss) before taxes | 79 | 30 | (45) | (15) | - | 49 |
| Income taxes | 45 | 15 | - | 1 | - | 61 |
| Profit/(loss) for the period | 34 | 15 | (45) | (16) | - | (12) |
The total assets and liabilities of IC Power are \$5.2 billion and \$4.1 billion as of September 30, 2017, respectively.
Includes holding company.
Associated company.
4 Adjusted EBITDA is a non-IFRS measure.
| IC Power1 | |||||||
|---|---|---|---|---|---|---|---|
| Generation2 | Distribution2 | Qoros3 | Other | Adjustments | Total | ||
| \$ Millions | |||||||
| For the nine months ended September 30, 2016 |
|||||||
| Total sales | 974 | 369 | - | - | - | 1,343 | |
| Adjusted EBITDA4 | 251 | 62 | - | (18) | - | 295 | |
| Depreciation and amortization | 112 | 13 | - | - | - | 125 | |
| Financing income | (1) | (6) | - | (13) | 9 | (11) | |
| Financing expenses | 113 | 18 | - | 13 | (9) | 135 | |
| Other items: | |||||||
| Impairment of investment in associated | |||||||
| company | - | - | - | 72 | - | 72 | |
| Provision of financial guarantees | - | - | - | 130 | - | 130 | |
| Share in losses of associated companies | - | - | 107 | 46 | - | 153 | |
| 224 | 25 | 107 | 248 | - | 604 | ||
| Profit/(loss) before taxes | 27 | 37 | (107) | (266) | - | (309) | |
| Income taxes | 30 | 10 | - | - | - | 40 | |
| Profit/(loss) for the period | (3) | 27 | (107) | (266) | - | (349) |
The total assets and liabilities of IC Power are \$4.97 billion and \$4.13 billion as of September 30, 2016, respectively.
Includes holding company.
Associated company.
4 Adjusted EBITDA is a non-IFRS measure.
| IC Power1 | ||||||
|---|---|---|---|---|---|---|
| Generation2 | Distribution | Qoros3 | Other | Adjustments | Total | |
| \$ Millions | ||||||
| For the three months ended September 30, 2017 |
||||||
| Total sales | 436 | 139 | - | - | - | 575 |
| Adjusted EBITDA4 | 122 | 13 | - | (5) | - | 130 |
| Depreciation and amortization | 39 | 5 | - | - | - | 44 |
| Financing income | - | - | - | (3) | 3 | - |
| Financing expenses | 75 | 8 | - | 8 | (3) | 88 |
| Other items: | ||||||
| Share in (profits)/losses of associated | ||||||
| companies | (1) | - | 21 | (9) | - | 11 |
| 113 | 13 | 21 | (4) | - | 143 | |
| Profit/(loss) before taxes | 9 | - | (21) | (1) | - | (13) |
| Income taxes | 9 | 1 | - | - | - | 10 |
| Profit/(loss) for the period | - | (1) | (21) | (1) | - | (23) |
The total assets and liabilities of IC Power are \$5.2 billion and \$4.1 billion as of September 30, 2017, respectively.
Includes holding company.
Associated company.
4 Adjusted EBITDA is a non-IFRS measure.
| IC Power1 | ||||||
|---|---|---|---|---|---|---|
| Generation2 | Distribution2 | Qoros3 | Other | Adjustments | Total | |
| \$ Millions | ||||||
| For the three months ended September 30, 2016 |
||||||
| Total sales | 352 | 138 | - | - | - | 490 |
| Adjusted EBITDA4 | 102 | 23 | - | (4) | - | 121 |
| Depreciation and amortization | 43 | 5 | - | - | - | 48 |
| Financing income | - | (2) | - | (5) | 4 | (3) |
| Financing expenses | 49 | 4 | - | 2 | (4) | 51 |
| Other items: | ||||||
| Provision of financial guarantees | - | - | - | 1 | - | 1 |
| Share in losses of associated companies | - | - | 36 | 10 | - | 46 |
| 92 | 7 | 36 | 8 | - | 143 | |
| Profit/(loss) before taxes | 10 | 16 | (36) | (12) | - | (22) |
| Income taxes | 16 | 4 | - | - | - | 20 |
| Profit/(loss) for the period | (6) | 12 | (36) | (12) | - | (42) |
The total assets and liabilities of IC Power are \$4.97 billion and \$4.13 billion as of September 30, 2016, respectively.
Includes holding company.
Associated company.
4 Adjusted EBITDA is a non-IFRS measure.
| Carrying amounts of investment in associated companies as of |
Equity in the net (losses)/ earnings of associated companies for the nine months ended |
Equity in the net (losses)/ earnings of associated companies for the three months ended |
|||||
|---|---|---|---|---|---|---|---|
| September 30, 2017 |
December 31, 2016 |
September 30, 2017 |
September 30, 2016 |
September 30, 2017 |
September 30, 2016 |
||
| \$ millions | \$ millions | \$ millions | |||||
| ZIM | 93 | 82 | 11 | (47) | 10 | (10) | |
| Qoros | 76 | 117 | (45) | (107) | (21) | (36) | |
| Others | 10 | 9 | 1 | 1 | - | - | |
| 179 | 208 | (33) | (153) | (11) | (46) |
Contributions of Principal Operations to Loss attributable to Kenon's Shareholders
| Nine Months ended September 30, | Three Months ended September 30, |
|||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| \$ millions | \$ millions | |||
| IC Power | 27 | 7 | (1) | 1 |
| Qoros | (45) | (107) | (21) | (36) |
| ZIM | 11 | (46) | 10 | (10) |
| Impairment of ZIM | - | (72) | - | - |
| Provision of Financial Guarantees | - | (130) | - | - |
| Other | (27) | (15) | (11) | (2) |
| Loss attributable to Kenon's shareholders | (34) | (363) | (23) | (47) |
Summary IC Power unaudited consolidated financial information
| Nine Months ended September 30, | Three Months ended September 30, |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| US\$ million | US\$ million | US\$ million | US\$ million | ||
| Sales | 1,634 | 1,343 | 577 | 490 | |
| Cost of sales (excluding depreciation and amortization) | (1,152) | (973) | (418) | (348) | |
| Depreciation and amortization | (125) | (116) | (40) | (44) | |
| Gross profit | 357 | 254 | 119 | 98 | |
| General, selling and administrative expenses | (97) | (83) | (30) | (32) | |
| Asset write-off | (20) | — | — | — | |
| Other income | 61 | 17 | 2 | 12 | |
| Operating income | 301 | 188 | 91 | 78 | |
| Financing expenses | (208) | (131) | (84) | (53) | |
| Financing income | 15 | 7 | 1 | 2 | |
| Financing expenses, net | (193) | (124) | (83) | (51) | |
| Share in income of associate, net of tax | 1 | — | 1 | — | |
| Income before taxes | 109 | 64 | 9 | 27 | |
| Taxes on income | (60) | (40) | (10) | (21) | |
| Net income for the period | 49 | 24 | (1) | 6 | |
| Attributable to: | |||||
| Equity holders of the company | 27 | 10 | (1) | 1 | |
| Non-controlling interest | 22 | 14 | — | 5 | |
| Net income for the period | 49 | 24 | (1) | 6 | |
| Operating Income | 301 | 188 | 91 | 78 | |
| Depreciation and amortization | 135 | 125 | 44 | 48 | |
| Asset write-off | 20 | — | — | — | |
| Settlement over liquidated damages | (32) | — | |||
| Net gain on Kanan write-off | (8) | — | — | ||
| Working capital adjustment | (10) | — | — | — | |
| Realization of translation effect | 5 | — | — | — | |
| Adjusted EBITDA1 | 411 | 313 | 135 | 126 | |
| Nine Months Ended September 30, | Three Months Ended September 30, |
||||||
|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||||
| (\$ millions) | |||||||
| Cash flows provided by operating activities | \$ 260 |
\$ | 127 | \$ | 46 | \$ | 72 |
| Cash flows used in investing activities | (101) | (202) | 2 | (25) | |||
| Cash flows used in financing activities | 38 | 91 | 90 | 97 | |||
| Increase (decrease) in cash and cash equivalents | 197 | 16 | 138 | 144 | |||
| Cash and cash equivalents at the end of the period | 429 | 380 | 429 | 380 | |||
| Investments in property, plant and equipment | (155) | (232) | (59) | (33) | |||
| Total depreciation and amortization | 135 | 125 | 44 | 48 |
Summary Data from IC Power's Consolidated Statement of Financial Position
| As of | ||||||
|---|---|---|---|---|---|---|
| September 30, 2017 |
September 30, 2016 (\$ millions) |
December 31, 2016 |
||||
| Total financial liabilities1 | \$ | 3,310 | \$ | 3,085 | \$ | 3,072 |
| Total monetary assets2 | (479) | (464) | (289) | |||
| Total equity attributable to the owners | 734 | 621 | 622 | |||
| Total assets | 5,179 | 4,940 | 4,840 |
Including loans from banks and others and debentures.
Including cash and cash equivalents, short-term deposits and restricted cash.
This press release, including the financial tables, presents Adjusted EBITDA, net debt and net financial liabilities, which are financial metrics considered to be "non-IFRS financial measures." Non-IFRS financial measures should be evaluated in conjunction with, and are not a substitute for, IFRS financial measures. The non-IFRS financial information presented herein should not be considered in isolation from or as a substitute for operating income, net income or per share data prepared in accordance with IFRS.
IC Power defines "Adjusted EBITDA" as for each period for each entity as net income (loss) before depreciation and amortization, financing expenses, net, income tax expense, asset write-off, settlement over liquidated damages, net gain on Kanan write-off, working capital adjustment, release of accumulated translation adjustment and share in income of associated company. Adjusted EBITDA is not recognized under IFRS or any other generally accepted accounting principles as measures of financial performance and should not be considered as a substitute for net income or loss, cash flow from operations or other measures of operating performance or liquidity 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. Adjusted EBITDA presents limitations that impair its use as a measure of our profitability since it does not take into consideration certain costs and expenses that result from our business that could have a significant effect on our net income, such as financial expenses, taxes, depreciation, capital expenses and other related charges.
Set forth below is a reconciliation of IC Power's, and each of its segments', net income to Adjusted EBITDA for the periods presented. Other companies may calculate Adjusted EBITDA differently, and therefore this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.
| Nine Months Ended September 30, 2017 | |||||||
|---|---|---|---|---|---|---|---|
| (in USD millions) | |||||||
| Distribution | |||||||
| Central | |||||||
| Peru | Israel | America | Other1 | Guatemala | Total | ||
| Net income for the period | 69 | 20 | 18 | (73) | 15 | 49 | |
| Depreciation and amortization2 | 53 | 23 | 18 | 25 | 16 | 135 | |
| Financing expenses, net | 89 | 18 | 9 | 62 | 15 | 193 | |
| Income tax expense | 27 | 7 | 8 | 3 | 15 | 60 | |
| Asset Write-off | - | - | - | 20 | - | 20 | |
| Settlement over liquidated damages | (32) | - | - | - | - | (32) | |
| Net gain on Kanan write-off | - | - | 1 | (9) | - | (8) | |
| Working capital adjustment | - | - | - | (10) | - | (10) | |
| Release of accumulated translation | |||||||
| adjustment | - | - | - | 5 | - | 5 | |
| Share in income of associated company | - | - | - | (1) | - | (1) | |
| Adjusted EBITDA | 206 | 68 | 54 | 22 | 61 | 411 |
In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.
Includes depreciation and amortization expenses from general, selling and administrative expenses.
| Three Months Ended September 30, 2017 | ||||||
|---|---|---|---|---|---|---|
| (in USD millions) | ||||||
| Generation | Distribution | |||||
| Central | ||||||
| Peru | Israel | America | Other | Guatemala | Total | |
| Net income for the period | (3) | 11 | 11 | (19) | (1) | (1) |
| Depreciation and amortization2 | 18 | 8 | 4 | 9 | 5 | 44 |
| Financing expenses, net | 50 | 3 | 3 | 19 | 8 | 83 |
| Income tax expense | 1 | 4 | 3 | 1 | 1 | 10 |
| Share in income of associated company | - | - | - | (1) | - | (1) |
| Adjusted EBITDA | 66 | 26 | 21 | 9 | 13 | 135 |
In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.
Includes depreciation and amortization expenses from general, selling and administrative expenses.
| Nine Months Ended September 30, 2016 | ||||||
|---|---|---|---|---|---|---|
| (in USD millions) Generation |
Distribution | |||||
| Central | ||||||
| Peru | Israel | America | Other1 | Guatemala | Total | |
| Net income for the period | 31 | 16 | 2 | (52) | 27 | 24 |
| Depreciation and amortization2 | 42 | 20 | 26 | 24 | 13 | 125 |
| Financing expenses, net | 44 | 14 | 9 | 45 | 12 | 124 |
| Income tax expense | 18 | 2 | 7 | 3 | 10 | 40 |
| Adjusted EBITDA | 135 | 52 | 44 | 20 | 62 | 313 |
In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.
Includes depreciation and amortization expenses from general, selling and administrative expenses.
| Three Months Ended September 30, 2016 | |||||||
|---|---|---|---|---|---|---|---|
| Generation | Distribution | ||||||
| Central | |||||||
| Peru | Israel | America | Other1 | Guatemala | Total | ||
| Net income for the period | 11 | 7 | - | (24) | 12 | 6 | |
| Depreciation and amortization2 | 17 | 7 | 10 | 9 | 5 | 48 | |
| Financing expenses, net | 21 | 7 | 2 | 19 | 2 | 51 | |
| Income tax expense | 10 | 3 | 3 | 1 | 4 | 21 | |
| Adjusted EBITDA | 59 | 24 | 15 | 5 | 23 | 126 |
In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.
Includes depreciation and amortization expenses from general, selling and administrative expenses.
The following table sets forth summary operational information regarding each of IC Power's operating companies and associate in its power generation business as of September 30, 2017, according to segment:
| Segment | Country | Entity | Ownership Percentage (Rounded) |
Fuel | Installed Capacity (MW)1 |
Proportionate Capacity2 |
Type of Asset |
|---|---|---|---|---|---|---|---|
| Peru | Peru | Kallpa3 | 75% | Natural Gas, hydroelectric | 1,6184 | 1,214 | Greenfield |
| Peru | Samay I | 75% | Diesel and Natural Gas | 632 | 474 | Greenfield | |
| Israel | Israel | OPC-Rotem | 61% | Natural Gas and Diesel | 4665 | 284 | Greenfield |
| Israel | OPC-Hadera6 | 76% | Natural Gas | 18 | 14 | Acquired | |
| Nicaragua | Corinto | 65% | HFO | 71 | 46 | Acquired | |
| Nicaragua | Tipitapa Power | 65% | HFO | 51 | 33 | Acquired | |
| Central America |
Nicaragua | Amayo I | 61% | Wind | 40 | 24 | Acquired |
| Nicaragua | Amayo II | 61% | Wind | 23 | 14 | Acquired | |
| Guatemala | Puerto Quetzal | 100% | HFO | 179 | 179 | Acquired | |
| El Salvador | Nejapa | 100% | HFO | 140 | 140 | Original Inkia Asset | |
| Panama | Kanan7 | 100% | — | — | — | Greenfield | |
| Bolivia | COBEE | 100% | Hydroelectric, Natural Gas | 228 | 228 | Original Inkia Asset | |
| Chile | Central Cardones |
87% | Diesel | 153 | 133 | Acquired | |
| Chile | Colmito | 100% | Natural Gas and Diesel | 58 | 58 | Acquired | |
| Other | Dominican Republic |
CEPP | 97% | HFO | 67 | 65 | Original Inkia Asset |
| Jamaica | JPPC | 100% | HFO | 60 | 60 | Original Inkia Asset | |
| Panama | Pedregal8 | 21% | HFO | 54 | 11 | Original Inkia Asset | |
| Total Operating Capacity | 3,858 | 2,977 |
Reflects 100% of the capacity of each of IC Power's assets, regardless of ownership interest in the entity that owns each such asset.
Reflects the proportionate capacity of each of IC Power's assets, as determined by IC Power's ownership interest in the entity that owns each such asset. 3. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.
Includes 10MW in capacity contributed by the CDA Mini Hydro plant, which reached its commercial operation date in October 2017.
Based on OPC-Rotem's generation license.
OPC-Hadera also holds a conditional license for the construction of a cogeneration power station in Israel. This station is being developed as a greenfield project (at an expected cost of \$250 million, including the acquisition price of OPC-Hadera), based upon a plant with 148 MW of capacity (based on the plant's generation license). Construction commenced in June 2016 and commercial operations are expected to commence by early 2019.
Kanan's barges (representing 92 MW) have been placed offline and the assets have been written off as a result of a fire that occurred in April 2017. Kanan has entered into an agreement to replace the barges damaged in the fire through the purchase of the Esperanza barge, which is expected to be relocated and operational during Q1 2018.
Although Pedregal is located in Central America, it is a minority investment. Therefore, from an income statement perspective, it is not part of the Central America segment and Pedregal is only reflected in IC Power's share in income of associate.
| Three Months Ended September 30, 2017 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity | Ownership Interest (%) |
Sales | Cost of Sales |
Adjusted EBITDA1 (\$ millions) |
Outstanding Debt2 |
Net Debt3 |
||||||||
| GENERATION | ||||||||||||||
| Peru segment | ||||||||||||||
| Kallpa | 75 | \$ | 151 | \$ | 86 | \$ | 54 | \$ | 1,052 | \$ | 976 | |||
| Samay I | 75 | 73 | 67 | 12 | 406 | 386 | ||||||||
| Israel segment | ||||||||||||||
| OPC-Rotem | 61 | 93 | 65 | 26 | 382 | 355 | ||||||||
| OPC-Hadera | 76 | 4 | 4 | — | 118 | 77 | ||||||||
| Central America segment | ||||||||||||||
| ICPNH4 | 61-65 | 25 | 18 | 8 | 75 | 62 | ||||||||
| Puerto Quetzal | 100 | 8 | 7 | 1 | - | (6) | ||||||||
| Nejapa | 100 | 20 | 15 | 5 | — | (13) | ||||||||
| Cenérgica | 100 | 1 | — | — | — | (2) | ||||||||
| Kanan | 100 | 18 | 10 | 7 | 38 | 13 | ||||||||
| Guatemel | 100 | 2 | 2 | — | — | (2) | ||||||||
| Other segment | ||||||||||||||
| COBEE | 100 | 9 | 3 | 5 | 80 | 62 | ||||||||
| Central Cardones | 87 | 2 | — | 2 | 35 | 29 | ||||||||
| Colmito | 100 | 6 | 4 | — | 17 | 15 | ||||||||
| CEPP | 97 | 8 | 8 | 2 | 13 | 12 | ||||||||
| JPPC | 100 | 15 | 12 | 2 | — | (3) | ||||||||
| RECSA | 100 | — | — | — | 5 | 4 | ||||||||
| Holdings5 | ||||||||||||||
| IC Power Distribution Holdings | 100 | — | — | — | — | — | ||||||||
| Inkia & Other6 | 100 | 1 | — | (1) | 448 | 397 | ||||||||
| OPC Energy | 76 | — | — | — | 90 | (20) | ||||||||
| IC Power & Other7 | 100 | — | — | (1) | 111 | 65 | ||||||||
| DISTRIBUTION | ||||||||||||||
| DEORSA | 93 | 63 | 51 | 7 | 182 | 174 | ||||||||
| DEOCSA | 91 | 78 | 66 | 6 | 258 | 250 | ||||||||
| TOTAL | \$ | 577 | \$ | 418 | \$ | 135 | \$ | 3,310 | \$ | 2,831 |
Adjusted EBITDA for each entity for the period is defined as net income (loss) before depreciation and amortization, financing expenses, net, income tax expense, release of accumulated translation adjustment and share in income of associated company.
Includes short-term and long-term debt and excludes loans and notes owed to Kenon.
Net debt is defined as total debt attributable to each of IC Power's subsidiaries, excluding debt owed to Kenon, minus the cash and short term deposits and restricted cash of such companies. Net debt is not a measure of liabilities in accordance with IFRS. The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries.
Through ICPNH, IC Power indirectly holds 65% interests in Corinto and Tipitapa Power and 61% interests in Amayo I and Amayo II.
In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.
Outstanding debt includes \$448 million of debt of Inkia.
Includes \$12 million of IC Power's outstanding debt and \$99 million of debt of IC Power's subsidiary Overseas Investment Peru.
The following tables set forth a reconciliation of net income (loss) to Adjusted EBITDA for IC Power's subsidiaries for the three months ended September 30, 2017:
| Kallpa1 | Samay I | OPC-Rotem | OPC-Hadera | ICPNH | Puerto Quetzal |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | \$ | (5) | \$ | 2 | \$ | 12 | \$ | (1) | \$ | 3 | \$ | — |
| Depreciation and amortization | 14 | 4 | 7 | 1 | 3 | 1 | ||||||
| Finance expenses, net | 45 | 5 | 3 | — | 1 | 1 | ||||||
| Income tax expense (benefit) | — | 1 | 4 | — | 1 | (1) | ||||||
| Adjusted EBITDA | \$ | 54 | \$ | 12 | \$ | 26 | \$ | — | \$ | 8 | \$ | 1 |
| Central | |||||||
|---|---|---|---|---|---|---|---|
| Nejapa | Cenérgica | Kanan | Guatemel | COBEE | Cardones | Colmito | |
| (\$ millions) | |||||||
| Net income (loss) | \$ 3 |
\$ — \$ |
5 | \$ — |
\$ 2 |
\$ 1 |
— \$ |
| Depreciation and | |||||||
| amortization | — | — | — | — | 1 | 2 | — |
| Finance expenses, | |||||||
| net | — | — | 1 | — | 1 | — | — |
| Income tax expense | 2 | — | 1 | — | 1 | (1) | — |
| Adjusted EBITDA | \$ 5 |
\$ — \$ |
7 | \$ — |
\$ 5 |
\$ 2 |
\$ — |
| CEPP | JPPC | RECSA | IC Power Distribution Holdings |
Inkia & Other |
OPC Energy | IC Power & Other |
||
|---|---|---|---|---|---|---|---|---|
| Net income (loss) | \$ — |
\$ 1 |
\$ — |
\$ — |
\$ (14) |
\$ (1) |
\$ | (8) |
| Depreciation and | ||||||||
| amortization | 1 | 1 | — | — | 4 | — | — | |
| Finance expenses, | ||||||||
| net | — | — | — | — | 10 | 1 | 7 | |
| Income tax expense | 1 | — | — | — | — | — | — | |
| Share in income of associated |
||||||||
| company | — | — | — | — | (1) | — | — | |
| Adjusted EBITDA | \$ 2 |
\$ 2 |
\$ — |
\$ — |
\$ (1) |
\$ — |
\$ | (1) |
| IC Power | |||
|---|---|---|---|
| DEOCSA | DEORSA | Total | |
| (\$ millions) | |||
| Net income (loss) | \$ (2) |
\$ 1 |
\$ (1) |
| Depreciation and amortization | 3 | 2 | 44 |
| Finance expenses, net | 5 | 3 | 83 |
| Income tax expense | — | 1 | 10 |
| Share in income of associated company | — | — | (1) |
| Adjusted EBITDA | \$ 6 |
\$ 7 |
\$ 135 |
The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of September 30, 2017.
| Kallpa1 | Samay I | OPC-Rotem | OPC Hadera |
ICPNH | Puerto Quetzal |
Nejapa | Cenérgica | Kanan | |
|---|---|---|---|---|---|---|---|---|---|
| Total debt | \$ 1,052 |
\$ 406 |
\$ 382 |
\$ 118 |
\$ 75 |
\$ - |
\$ - |
\$ — |
\$ 38 |
| Cash | 76 | 20 | 27 | 41 | 13 | 6 | 13 | 2 | 25 |
| Net Debt | \$ 976 |
\$ 386 |
\$ 355 |
\$ 77 |
\$ 62 |
\$ (6) |
\$ (13) |
\$ (2) |
\$ 13 |
| Central Guatemel Cardones Colmito CEPP JPPC Surpetroil1 RECSA COBEE (\$ millions) |
IC Power Distribution Holdings |
Inkia & Other |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total debt | \$ | — \$ | 80 | \$ | 35 | \$ | 17 | \$ | 13 | \$ | - | \$ | - | \$ | 5 | \$ — \$ |
448 | ||
| Cash | 2 | 18 | 6 | 2 | 1 | 3 | 1 | 1 | — | 50 | |||||||||
| Net Debt | \$ | (2) \$ | 62 | \$ | 29 | \$ | 15 | \$ | 12 | \$ | (3) \$ | (1) \$ | 4 | \$ — \$ |
398 |
| IC Power | Total IC | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| OPC Energy | & Other | DEOCSA | DEORSA | Power | |||||
| (\$ millions) | |||||||||
| Total debt | \$ | 90 | \$ | 111 | \$ | 258 | \$ | 182 | \$ 3,310 |
| Cash | 110 | 46 | 8 | 8 | 479 | ||||
| Net debt | \$ | (20) | \$ | 65 | \$ | 250 | \$ | 174 | \$ 2,831 |
The following table sets forth summary financial information for IC Power's generation subsidiaries and associates for the three months ended September 30, 2016:
| Three Months Ended September 30, 2016 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Entity | Ownership Interest (%) |
Sales | Cost of Sales |
Adjusted EBITDA1 (\$ millions) |
Outstanding Debt2 |
Net Debt3 |
|||||||
| GENERATION | |||||||||||||
| Peru segment | |||||||||||||
| Kallpa4 | 75 | \$ | 123 | \$ | 74 | \$ | 53 | \$ 1,012 |
\$ | 953 | |||
| Samay I | 75 | 15 | 7 | 6 | 339 | 316 | |||||||
| Israel segment | |||||||||||||
| OPC-Rotem | 80 | 83 | 62 | 23 | 380 | 319 | |||||||
| OPC-Hadera | 100 | 6 | 4 | 1 | — | (14) | |||||||
| Central America segment | |||||||||||||
| ICPNH5 | 61-65 | 23 | 17 | 5 | 91 | 80 | |||||||
| Puerto Quetzal | 100 | 13 | 13 | 3 | 18 | 14 | |||||||
| Nejapa | 100 | 21 | 16 | 3 | 4 | (8) | |||||||
| Cenérgica | 100 | 8 | 3 | 2 | 1 | (1) | |||||||
| Kanan | 100 | 16 | 15 | 2 | 55 | 52 | |||||||
| Guatemel | 100 | 2 | 1 | — | — | (1) | |||||||
| Other segment | |||||||||||||
| COBEE | 100 | 8 | 4 | 3 | 70 | 52 | |||||||
| Central Cardones | 87 | 3 | 1 | 2 | 35 | 33 | |||||||
| Colmito | 100 | 5 | 5 | 1 | 17 | 15 | |||||||
| CEPP | 97 | 9 | 7 | 1 | 11 | 7 | |||||||
| JPPC | 100 | 13 | 9 | 2 | 6 | 4 | |||||||
| Surpetroil | — | 3 | 2 | (1) | 2 | 1 | |||||||
| RECSA | 100 | 1 | — | (1) | 5 | 4 | |||||||
| Holdings | |||||||||||||
| IC Power Distribution Holdings | 100 | — | — | — | 119 | 119 | |||||||
| Inkia & Other6 | 100 | 1 | — | (1) | 448 | 368 | |||||||
| OPC Energy | 100 | — | — | — | 55 | 35 | |||||||
| IC Power & Other7 | 100 | — | — | (1) | 109 | (17) | |||||||
| DISTRIBUTION | |||||||||||||
| DEORSA | 93 | 60 | 48 | 11 | 122 | 115 | |||||||
| DEOCSA | 91 | 77 | 60 | 12 | 186 | 175 | |||||||
| TOTAL | \$ | 490 | \$ | 348 | \$ | 126 | \$ 3,085 |
\$ | 2,621 |
"Adjusted EBITDA" for each entity for the period is defined as net income (loss) before depreciation and amortization, financing expenses, net, income tax expense, asset write-off, settlement over liquidated damages, net gain on Kanan write-off, working capital adjustment, release of accumulated translation adjustment and share in income of associated company.
Includes short-term and long-term debt and excludes loans and notes owed to our parent company.
Net debt is defined as total debt attributable to each of IC Power's subsidiaries, excluding debt owed to our parent company, minus the cash and short term deposits and restricted cash of such companies. Net debt is not a measure of liabilities in accordance with IFRS. The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries.
Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.
Through ICPNH, IC Power indirectly holds 65% interests in Corinto and Tipitapa Power and 61% interests in Amayo I and Amayo II.
Outstanding debt includes \$448 million of debt of Inkia.
Includes \$12 million of IC Power's outstanding debt; and \$97 million of debt of IC Power's subsidiary Overseas Investment Peru.
The following tables set forth a reconciliation of net income (loss) to Adjusted EBITDA for IC Power's subsidiaries for the three months ended September 30, 2016:
| Kallpa1 | Samay I | OPC | AIE | ICPNH | Puerto Quetzal |
|
|---|---|---|---|---|---|---|
| Net income (loss) | \$ 14 |
\$ (3) |
\$ 7 |
\$ — |
\$ — |
\$ 1 |
| Depreciation and amortization | 13 | 4 | 7 | — | 3 | 1 |
| Finance expenses, net | 15 | 6 | 6 | 1 | 2 | — |
| Income tax expense (benefit) | 11 | (1) | 3 | — | — | 1 |
| Adjusted EBITDA | \$ 53 |
\$ 6 |
\$ 23 |
\$ 1 |
\$ 5 |
\$ 3 |
|---|---|---|---|---|---|---|
| Nejapa | Cenérgica | Kanan | Guatemel (\$ millions) |
COBEE | Central Cardones |
Colmito | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | \$ 1 |
\$ | 2 | \$ | (4) | \$ — |
\$ | 1 | \$ | — | \$ | 1 | |
| Depreciation and amortization |
1 | — | 5 | — | 1 | 1 | — | ||||||
| Finance expenses, net | — | — | — | — | 1 | — | — | ||||||
| Income tax expense | 1 | — | 1 | — | — | 1 | — | ||||||
| Adjusted EBITDA | \$ 3 |
\$ | 2 | \$ | 2 | \$ — |
\$ | 3 | \$ | 2 | \$ | 1 |
| CEPP | JPPC | Surpetroil1 RECSA |
IC Power Distribution Holdings |
Inkia & Other |
OPC Energy |
IC Power & Other |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (\$ millions) | ||||||||||||||||||
| Net income (loss) | \$ | 1 | \$ | 1 | \$ | (1) | \$ | — | \$ (2) |
\$ (16) |
\$ | (1) | \$ | (8) | ||||
| Depreciation and amortization |
— | 1 | — | (1) | — | 7 | — | — | ||||||||||
| Finance expenses, net | — | — | — | — | 2 | 8 | 1 | 7 | ||||||||||
| Adjusted EBITDA | \$ | 1 | \$ | 2 | \$ | (1) | \$ | (1) | \$ — |
\$ (1) |
\$ | — | \$ | (1) |
| IC Power | ||||
|---|---|---|---|---|
| DEOCSA | DEORSA | Total | ||
| (\$ millions) | ||||
| Net income (loss) | \$ | 7 | \$ 5 |
\$ 6 |
| Depreciation and amortization | 2 | 3 | 48 | |
| Finance expenses, net | 1 | 1 | 51 | |
| Income tax expense | 2 | 2 | 21 | |
| Adjusted EBITDA | \$ | 12 | \$ 11 |
\$ 126 |
The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of September 30, 2016.
| Kallpa1 Samay I |
OPC AIE |
ICPNH | Puerto Quetzal |
Nejapa | Cenérgica | Kanan | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total debt | \$ | 1,012 | \$ | 339 | \$ | 380 | \$ | — | \$ | 91 | \$ | 18 | \$ 4 |
\$ | 1 | \$ | 55 |
| Cash | 59 | 23 | 61 | 14 | 11 | 4 | 12 | 2 | 3 | ||||||||
| Net Debt | \$ | 953 | \$ | 316 | \$ | 319 | \$ | (14) | \$ | 80 | \$ | 14 | \$ (8) |
\$ | (1) | \$ | 52 |

| IC Power | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Guatemel | COBEE | Central Cardones |
Colmito | CEPP | JPPC | Surpetroil | RECSA | Distribution Holdings |
Inkia & Other |
|||||||||
| (\$ millions) | ||||||||||||||||||
| Total debt | \$ — \$ |
70 | \$ 35 |
\$ | 17 | \$ | 11 | \$ | 6 | \$ | 2 | \$ | 5 | \$ | 119 | \$ | 448 | |
| Cash | 1 | 18 | 2 | 2 | 4 | 2 | 1 | 1 | — | 80 | ||||||||
| Net Debt | \$ (1) \$ |
52 | \$ 33 |
\$ | 15 | \$ | 7 | \$ | 4 | \$ | 1 | \$ | 4 | \$ | 119 | \$ | 368 | |
| IC Power & | ||||||||||||||||||
| OPC Energy | Other | DEOCSA | DEORSA | Total IC Power | ||||||||||||||
| (\$ millions) | ||||||||||||||||||
| Total debt | \$ | 55 | \$ | 109 | \$ | 186 | \$ | 122 | \$ | 3,085 | ||||||||
| Cash | 20 | 126 | 11 | 7 | 464 | |||||||||||||
| Net debt | 35 | (17) | 175 | 115 | 2,621 |
| For the nine months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| In millions of RMB | September 30, 2017 |
September 30, 2016 |
September 30, 2017 |
September 30, 2016 |
||||
| Revenue | 984 | 1,718 | 306 | 607 | ||||
| Cost of sales | (1,248) | (2,176) | (397) | (824) | ||||
| Gross profit | (264) | (458) | (91) | (217) | ||||
| Other income | 313 | 66 | 4 | 35 | ||||
| Research and development expenses | (81) | (123) | (1) | (41) | ||||
| Selling, general and administrative expenses | (316) | (578) | (115) | (176) | ||||
| Other expenses | (11) | (12) | (2) | (5) | ||||
| (Loss)/Profit from operation | (359) | (1,105) | (205) | (404) | ||||
| Finance income | 8 | 50 | 2 | - | ||||
| Finance costs | (259) | (300) | (82) | (61) | ||||
| Net finance cost | (251) | (250) | (80) | (61) | ||||
| Loss for the period | (610) | (1,355) | (285) | (465) |
| As of September 30, |
As of December 31, |
|
|---|---|---|
| In millions of RMB | 2017 | 2016 |
| Assets | ||
| Property, plant and equipment | 4,062 | 4,219 |
| Intangible assets | 4,301 | 4,323 |
| Prepayments for purchase of equipment | 10 | 1 |
| Lease prepayments | 196 | 199 |
| Trade and other receivables | 92 | 92 |
| Pledged deposits | - | 8 |
| Equity-accounted investees | 2 | 2 |
| Non-current assets | 8,663 | 8,844 |
| Inventories | 210 | 322 |
| VAT recoverable | 844 | 808 |
| Available for sale financial assets | - | 100 |
| Trade and other receivables | 66 | 60 |
| Prepayments | 67 | 13 |
| Pledged deposits | 28 | 36 |
| Cash and cash equivalents | 327 | 465 |
| Current assets | 1,542 | 1,804 |
| Total assets | 10,205 | 10,648 |
| Equity | ||
| Paid-in capital | 10,425 | 10,425 |
| Reserves | 54 | 54 |
| Accumulated losses | (10,643) | (10,033) |
| Total equity | (164) | 446 |
| Liabilities | ||
| Loans and borrowings | 4,268 | 4,249 |
| Deferred income | 164 | 412 |
| Trade and other payables | 1,111 | 112 |
| Provision | 55 | 56 |
| Non-current liabilities | 5,598 | 4,829 |
| Loans and borrowings | 2,517 | 2,641 |
| Trade and other payables | 2,240 | 2,685 |
| Deferred income | 14 | 47 |
| Current liabilities | 4,771 | 5,373 |
| Total liabilities | ||
| 10,369 | 10,202 | |
| Total equity and liabilities | 10,205 | 10,648 |
This press release presents the Adjusted EBITDA of Qoros, which is a financial metric considered to be a "non-IFRS financial measure." Non-IFRS financial measures should be evaluated in conjunction with, and are not a substitute for, IFRS financial measures. The non-IFRS financial information presented herein should not be considered in isolation from or as a substitute for operating income, net income or per share data prepared in accordance with IFRS.
Qoros defines "Adjusted EBITDA" for each period as net loss for the period, excluding net finance costs, depreciation and amortization and other income relating to license rights. 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 income or loss, cash flow from operations or other measures of operating performance or liquidity 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. Adjusted EBITDA presents limitations that impair its use as a measure of our profitability since it does not take into consideration certain costs and expenses that result from our business that could have a significant effect on our net income, such as financial expenses, taxes, depreciation, capital expenses and other related charges.
Qoros believes that the disclosure of Adjusted EBITDA provides transparent and useful information to investors and financial analysts in their review of Qoros' 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 Qoros' net loss to Adjusted EBITDA for the periods presented. Other companies may calculate Adjusted EBITDA differently, and therefore this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.
| For the nine months ended | For the three months ended | |||
|---|---|---|---|---|
| In millions of RMB | September 30, 2017 |
September 30, 2016 |
September 30, 2017 |
September 30, 2016 |
| Net loss for the period | (610) | (1,355) | (285) | (465) |
| Net finance costs | 251 | 250 | 80 | 61 |
| Depreciation and Amortization | 293 | 613 | 90 | 254 |
| Other income – license rights | (270) | - | - | - |
| Adjusted EBITDA | (336) | (492) | (115) | (150) |
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