UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-36761
KENON HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
(Company Registration No. 201406588W)
Singapore | 4911 | Not Applicable |
(Jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
1 Temasek Avenue Millenia Tower Singapore 039192 +65 6351 1780 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Copies to:
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
Ordinary Shares, no par value | KEN | The New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
53,871,159 shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting | Other ☐ |
Standards Board ☒ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
TABLE OF CONTENTS
A. | Directors and Senior Management | ||||
B. | Advisers | ||||
C. | Auditors | ||||
A. | |||||
B. | Capitalization and Indebtedness | ||||
C. | Reasons for the Offer and Use of Proceeds | ||||
D. | Risk Factors | ||||
A. | History and Development of the Company | ||||
B. | Business Overview | ||||
C. | Organizational Structure | ||||
D. | Property, Plants and Equipment | ||||
A. | Operating Results | ||||
B. | Liquidity and Capital Resources | ||||
C. | Research and Development, Patents and Licenses, Etc. | ||||
D. | Trend Information | ||||
E. | Off-Balance Sheet Arrangements | ||||
F. | Tabular Disclosure of Contractual Obligations | ||||
G. | Safe Harbor | ||||
A. | Directors and Senior Management | ||||
B. | Compensation | ||||
C. | Board Practices | ||||
D. | Employees | ||||
E. | Share Ownership | ||||
A. | Major Shareholders | ||||
B. | Related Party Transactions | ||||
C. | Interests of Experts and Counsel | ||||
A. | Consolidated Statements and Other Financial Information | ||||
B. | Significant Changes | ||||
A. | Offer and Listing Details. | ||||
B. | Plan of Distribution | ||||
C. | Markets | ||||
D. | Selling Shareholders | ||||
E. | Dilution. | ||||
F. | Expenses of the Issue |
A. | Share Capital | ||||
B. | Constitution | ||||
C. | Material Contracts | ||||
D. | Exchange Controls | ||||
E. | Taxation | ||||
F. | Dividends and Paying Agents | ||||
G. | Statement by Experts | ||||
H. | Documents on Display | ||||
I. | Subsidiary Information | ||||
A. | Debt Securities | ||||
B. | Warrants and Rights | ||||
C. | Other Securities | ||||
D. | American Depositary Shares | ||||
160 |
• | statements relating to the agreement to sell Kenon's remaining interest in Qoros to the Majority, including with respect to the timing for payments and the conditions to me in connection with the sale including the release of the pledge over Kenon’s shares in Qoros; and |
ITEM 1. | Identity of Directors, Senior Management and Advisers |
A. | Directors and Senior Management |
B. | Advisers |
C. | Auditors |
ITEM 2. | Offer Statistics and Expected Timetable |
ITEM 3. | Key Information |
A. |
Year Ended December 31, | ||||||||||||||||||||
2019 | 2018 | 2017 | 20161 | 20151 | ||||||||||||||||
(in millions of USD, except share data) | ||||||||||||||||||||
Statements of Profit and Loss Data2 | ||||||||||||||||||||
Revenue | $ | 373 | $ | 364 | $ | 366 | $ | 324 | $ | 326 | ||||||||||
Cost of sales and services (excluding depreciation) | (256 | ) | (259 | ) | (267 | ) | (251 | ) | (245 | ) | ||||||||||
Depreciation | (31 | ) | (30 | ) | (31 | ) | (27 | ) | (25 | ) | ||||||||||
Gross profit | $ | 86 | $ | 75 | $ | 68 | $ | 46 | $ | 56 | ||||||||||
Selling, general and administrative expenses | (36 | ) | (34 | ) | (56 | ) | (47 | ) | (50 | ) | ||||||||||
Gain from distribution of dividend in kind | — | — | — | — | 210 | |||||||||||||||
Write-back / (impairment) of assets and investments | — | — | 29 | (72 | ) | (7 | ) | |||||||||||||
Dilution gains from reduction in equity interest held in associates | — | — | — | — | 33 | |||||||||||||||
Other expenses | — | (1 | ) | — | — | (1 | ) | |||||||||||||
Other income | 6 | 2 | 1 | 1 | 4 | |||||||||||||||
Financing expenses | (30 | ) | (30 | ) | (70 | ) | (47 | ) | (36 | ) | ||||||||||
Financing income | 18 | 28 | 3 | 7 | 11 | |||||||||||||||
Financing expenses, net | $ | (12 | ) | $ | (2 | ) | $ | (67 | ) | $ | (40 | ) | $ | (25 | ) | |||||
Gain on third party investment in Qoros | — | 504 | — | — | — | |||||||||||||||
Fair value loss on put option | (19 | ) | (40 | ) | — | — | — | |||||||||||||
Recovery / (provision) of financial guarantee | 11 | 63 | — | (130 | ) | — | ||||||||||||||
Share in losses of associated companies, net of tax | (41 | ) | (105 | ) | (111 | ) | (186 | ) | (187 | ) | ||||||||||
(Loss) / profit from continuing operations before income taxes | $ | (5 | ) | $ | 462 | $ | (136 | ) | $ | (428 | ) | $ | 33 | |||||||
Income taxes | (17 | ) | (11 | ) | (73 | ) | (2 | ) | (9 | ) | ||||||||||
(Loss) / profit for the year from continuing operations | $ | (22 | ) | $ | 451 | $ | (209 | ) | $ | (430 | ) | $ | 24 | |||||||
Profit / (loss) from discontinued operations (after income taxes)3 | 24 | (6 | ) | 478 | 36 | 72 | ||||||||||||||
Profit / (loss) for the year | $ | 2 | $ | 445 | $ | 269 | $ | (394 | ) | $ | 96 | |||||||||
Attributable to: | ||||||||||||||||||||
Kenon’s shareholders | (14 | ) | 434 | 237 | (412 | ) | 73 | |||||||||||||
Non-controlling interests | 16 | 11 | 32 | 18 | 23 | |||||||||||||||
Basic/diluted profit/(loss) per share attributable to Kenon’s shareholders (in Dollars): | ||||||||||||||||||||
Basic/diluted (loss)/profit per share | (0.25 | ) | 8.07 | 4.40 | (7.67 | ) | 1.36 | |||||||||||||
Basic/diluted (loss)/profit per share from continuing operations | (0.71 | ) | 8.17 | (4.00 | ) | (8.08 | ) | 0.24 | ||||||||||||
Basic/diluted profit/(loss) per share from discontinued operations | 0.46 | (0.10 | ) | 8.40 | 0.41 | 1.12 | ||||||||||||||
Statements of Financial Position Data | ||||||||||||||||||||
Cash and cash equivalents | $ | 147 | $ | 131 | $ | 1,417 | $ | 327 | $ | 384 | ||||||||||
Short-term deposits and restricted cash | 33 | 50 | 7 | 90 | 309 | |||||||||||||||
Trade receivables | 39 | 36 | 44 | 284 | 123 | |||||||||||||||
Other current assets | 40 | 41 | 36 | 50 | 45 | |||||||||||||||
Income tax receivable | — | — | — | 11 | 4 | |||||||||||||||
Inventories | — | — | — | 92 | 51 | |||||||||||||||
Asset held for sale | 70 | 70 | — | — | — | |||||||||||||||
Total current assets | 329 | 328 | 1,504 | 854 | 916 | |||||||||||||||
Total non-current assets4 | 1,179 | 1,127 | 1,022 | 4,284 | 3,567 | |||||||||||||||
Total assets | $ | 1,508 | $ | 1,455 | $ | 2,526 | $ | 5,138 | $ | 4,483 | ||||||||||
Total current liabilities | 105 | 90 | 806 | 1,045 | 653 | |||||||||||||||
Total non-current liabilities | $ | 691 | $ | 649 | $ | 669 | $ | 3,199 | $ | 2,566 | ||||||||||
Equity attributable to the owners of the Company | 623 | 649 | 983 | 681 | 1,061 | |||||||||||||||
Share capital | $ | 602 | $ | 602 | $ | 1,267 | $ | 1,267 | $ | 1,267 | ||||||||||
Total equity | $ | 712 | $ | 716 | $ | 1,051 | $ | 894 | $ | 1,264 | ||||||||||
Total liabilities and equity | $ | 1,508 | $ | 1,455 | $ | 2,526 | $ | 5,138 | $ | 4,483 | ||||||||||
Basic/Diluted weighted average common shares outstanding used in calculating profit/(loss) per share (thousands) | 53,856 | 53,826 | 53,761 | 53,720 | 53,649 | |||||||||||||||
Statements of Cash Flow Data | ||||||||||||||||||||
Net cash provided by operating activities | $ | 86 | $ | 52 | $ | 392 | $ | 162 | $ | 290 | ||||||||||
Net cash (used in) / provided by investing activities | (5 | ) | (113 | ) | 585 | (400 | ) | (737 | ) | |||||||||||
Net cash (used in) / provided by financing activities | (74 | ) | (1,217 | ) | 97 | 175 | 233 | |||||||||||||
Increase / (decrease) in cash and cash equivalents | 7 | (1,278 | ) | 1,074 | (63 | ) | (214 | ) |
Year Ended December 31, 2019 | ||||||||||||||||
OPC | Quantum1 | Other2 | Consolidated Results | |||||||||||||
(in millions of USD, unless otherwise indicated) | ||||||||||||||||
Revenue | $ | 373 | $ | — | $ | — | $ | 373 | ||||||||
Depreciation and amortization | (31 | ) | — | — | (31 | ) | ||||||||||
Financing income | 2 | — | 16 | 18 | ||||||||||||
Financing expenses | (28 | ) | — | (2 | ) | (30 | ) | |||||||||
Fair value loss on put option | — | (19 | ) | — | (19 | ) | ||||||||||
Recovery of financial guarantee | — | 11 | — | 11 | ||||||||||||
Share in losses of associated companies | — | (37 | ) | (4 | ) | (41 | ) | |||||||||
Profit / (Loss) before taxes | $ | 48 | $ | (45 | ) | $ | (8 | ) | $ | (5 | ) | |||||
Income taxes | (14 | ) | — | (3 | ) | (17 | ) | |||||||||
Profit / (Loss) from continuing operations | $ | 34 | $ | (45 | ) | $ | (11 | ) | $ | (22 | ) | |||||
Segment assets3 | $ | 1,000 | $ | 72 | $ | 246 | 4 | $ | 1,318 | |||||||
Investments in associated companies | — | 106 | 84 | 190 | ||||||||||||
Segment liabilities | 762 | — | 34 | 5 | 796 |
Year Ended December 31, 2018 | ||||||||||||||||||||
OPC | Quantum1 | Other2 | Adjustments3 | Consolidated Results | ||||||||||||||||
(in millions of USD, unless otherwise indicated) | ||||||||||||||||||||
Revenue | $ | 363 | $ | — | $ | 1 | $ | — | $ | 364 | ||||||||||
Depreciation and amortization | (30 | ) | — | — | — | (30 | ) | |||||||||||||
Financing income | 2 | 10 | 48 | (32 | ) | 28 | ||||||||||||||
Financing expenses | (27 | ) | (2 | ) | (33 | ) | 32 | (30 | ) | |||||||||||
Gain on third party investment in Qoros | — | 504 | — | — | 504 | |||||||||||||||
Fair value loss on put option | — | (40 | ) | — | — | (40 | ) | |||||||||||||
Recovery of financial guarantee | — | 63 | — | — | 63 | |||||||||||||||
Share in losses of associated companies | — | (78 | ) | (27 | ) | — | (105 | ) | ||||||||||||
Profit / (Loss) before taxes | $ | 36 | $ | 457 | $ | (31 | ) | $ | — | $ | 462 | |||||||||
Income taxes | (10 | ) | — | (1 | ) | — | (11 | ) | ||||||||||||
Profit / (Loss) from continuing operations | $ | 26 | $ | 457 | $ | (32 | ) | $ | — | $ | 451 | |||||||||
Segment assets4 | $ | 893 | $ | 92 | $ | 239 | 5 | $ | — | $ | 1,224 | |||||||||
Investments in associated companies | — | 139 | 92 | — | 231 | |||||||||||||||
Segment liabilities | 700 | — | 39 | 6 | — | 739 |
Year Ended December 31, 20171 | ||||||||||||||||||||
OPC | Quantum2 | Other3 | Adjustments4 | Consolidated Results | ||||||||||||||||
(in millions of USD, unless otherwise indicated) | ||||||||||||||||||||
Revenue | $ | 365 | $ | — | $ | 1 | $ | — | $ | 366 | ||||||||||
Depreciation and amortization | (30 | ) | — | (1 | ) | — | (31 | ) | ||||||||||||
Impairment of assets and investments | — | — | 29 | — | 29 | |||||||||||||||
Financing income | 1 | — | 13 | (11 | ) | 3 | ||||||||||||||
Financing expenses | (34 | ) | (6 | ) | (41 | ) | 11 | (70 | ) | |||||||||||
Share in (losses)/income of associated companies | — | (121 | ) | 10 | — | (111 | ) | |||||||||||||
Profit / (Loss) before taxes | $ | 23 | $ | (127 | ) | $ | (32 | ) | $ | — | $ | (136 | ) | |||||||
Income taxes | (9 | ) | — | (64 | ) | — | (73 | ) | ||||||||||||
Profit / (Loss) from continuing operations | $ | 14 | $ | (127 | ) | $ | (96 | ) | $ | — | $ | (209 | ) | |||||||
Segment assets5 | $ | 940 | $ | 16 | $ | 1,448 | 6 | $ | — | $ | 2,404 | |||||||||
Investments in associated companies | — | 2 | 120 | — | 122 | |||||||||||||||
Segment liabilities | 743 | 75 | 657 | 7 | — | 1,475 |
2019 | 2018 | 2017 | ||||||||||
($ millions, except as otherwise indicated) | ||||||||||||
Net income for the period | 34 | 26 | 14 | |||||||||
EBITDA1 | 105 | 91 | 86 | |||||||||
Net Debt2 | 400 | 401 | 395 | |||||||||
Net energy generated (GWh) | 3,811 | 3,383 | 3,655 | |||||||||
Energy sales (GWh) | 4,030 | 3,965 | 3,988 |
Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
(in millions of USD) | ||||||||||||
Net income for the period | $ | 34 | $ | 26 | $ | 14 | ||||||
Depreciation and amortization | 31 | 30 | 30 | |||||||||
Finance expenses, net | 26 | 25 | 33 | |||||||||
Income tax expense | 14 | 10 | 9 | |||||||||
EBITDA | $ | 105 | $ | 91 | $ | 86 |
Year Ended December 31, 2019 | ||||||||||||||||
OPC-Rotem | OPC-Hadera | Energy & Others | Total OPC | |||||||||||||
(in millions of USD) | ||||||||||||||||
Total debt(i) | 346 | 194 | 82 | 622 | ||||||||||||
Cash(ii) | 55 | 3 | 94 | 152 | ||||||||||||
Net Debt | $ | 291 | $ | 191 | $ | (12 | ) | $ | 470 |
Year Ended December 31, 2018 | ||||||||||||||||
OPC-Rotem | OPC-Hadera | Energy & Others | Total OPC | |||||||||||||
(in millions of USD) | ||||||||||||||||
Total debt(i) | 336 | 172 | 79 | 587 | ||||||||||||
Cash(ii) | 72 | 14 | 100 | 186 | ||||||||||||
Net Debt | $ | 264 | $ | 158 | $ | (21 | ) | $ | 401 |
Year Ended December 31, 2017 | ||||||||||||||||
OPC-Rotem | OPC-Hadera | Energy & Others | Total OPC | |||||||||||||
(in millions of USD) | ||||||||||||||||
Total debt(i) | 383 | 144 | 91 | 618 | ||||||||||||
Cash(ii) | 86 | 31 | 106 | 223 | ||||||||||||
Net Debt | $ | 297 | $ | 113 | $ | (15 | ) | $ | 395 |
Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
($ millions, except as otherwise indicated) | ||||||||||||
Revenue | 373 | 363 | 365 | |||||||||
Cost of Sales | (256 | ) | (258 | ) | (266 | ) | ||||||
Operating income | 86 | 75 | 69 | |||||||||
Operating margins | 23 | % | 21 | % | 19 | % | ||||||
Financing expenses, net | 26 | 25 | 33 | |||||||||
Net income for the period | 34 | 26 | 14 | |||||||||
Net Energy sales (GWh) | 4,030 | 3,965 | 3,988 |
B. | Capitalization and Indebtedness |
C. | Reasons for the Offer and Use of Proceeds |
D. | Risk Factors |
ITEM 4. | Information on the Company |
A. | History and Development of the Company |
B. | Business Overview |
• | DPA Repayment. In October 2020, Kenon received the full amount of the deferred consideration payable (approximately $218 million (approximately $188 million net of taxes)) under the Deferred Payment Agreement prior to the due date for such payment (December 2021). In connection with the agreement with the buyer of the Inkia Business to repay the Deferred Payment Agreement prior to initial scheduled maturity, the parties agreed to increase the number of OPC shares pledged from 32,971,680 shares to 55,000,000 shares (representing approximately 29% of OPC’s shares as of March 31, 2021) and to extend the OPC Pledge and the corporate guarantee by one year until December 31, 2021. In addition, Kenon has agreed that, until December 31, 2021, it shall maintain at least $50 million in cash and cash equivalents, and has agreed to restrictions on indebtedness, subject to certain exceptions. |
• | Acquisition of CPV. In October 2020, OPC announced an agreement by CPV Group LP, an entity in which OPC indirectly holds a 70% stake, for the acquisition of CPV from Global Infrastructure Management, LLC. CPV is engaged in the development, construction and management of renewable energy and conventional energy (natural gas-fired) power plants in the United States. The acquisition was completed in January 2021. The consideration for the acquisition is $648 million (payable in cash), subject to post-closing adjustments based on closing date cash, working capital and debt. Additional consideration of $95 million was paid in the form of a vendor loan in respect of CPV’s 17.5% equity in the Three Rivers project, which is currently being developed. CPV subsequently reduced its interest in the Three River’s project to 10% and the consideration for the transaction and the amount of the seller’s loan was reduced accordingly. |
• | OPC-Hadera reaches COD. On July 1, 2020, OPC-Hadera’s cogeneration power plant reached its COD. |
• | Equity Issuances. In 2020 and 2021 to date, OPC has issued new ordinary shares in private and public offerings for total consideration of approximately NIS 1.4 billion ($0.4 billion). As a result of these share issuances, including Kenon's participation in the October 2020 public offering, Kenon’s interest in OPC decreased from 69.8% to 58.2%. |
• | 2020 Sale of 12% in Qoros. In April 2020, we sold half of our remaining interest in Qoros (i.e. 12%) to the Majority Shareholder in Qoros for RMB1.56 billion (approximately $220 million). As a result, Kenon holds a 12% interest in Qoros and retains a put option to sell this interest to the Majority Shareholder in Qoros for a price of RMB 1.56 billion (approximately $220 million). Pursuant to relevant agreements, the Majority Shareholder in Qoros is required to assume guarantee and pledge obligations of the shareholders in accordance with its pro rata ownership interest in Qoros. The Majority Shareholder in Qoros assumed its guarantee obligations in connection with its initial 51% investment, and in connection with the sale of 12% of Kenon's interest in Qoros in 2020, but has not assumed its pledge obligations under the RMB 1.2 billion loan facility but the Majority Shareholder in Qoros has provided Kenon a guarantee in respect of its pro rata share of the pledge obligations which it was required to assume from Kenon with respect to the RMB1.2 billion loan facility. |
• | 2021 Agreement to Sell Remaining 12% Interest in Qoros. In April 2021, we entered into an agreement to sell our remaining 12% interest in Qoros to the Majority Shareholder in Qoros for a purchase price of RMB1,560 million (approximately $238 million). The sale is subject to certain conditions, including approvals by relevant government authorities and a release of the pledge over Kenon's shares in Qoros, which are currently pledged to secure debt of Qoros under its RMB1.2 billion loan facility. The purchase price is payable in installments due between July 31, 2021 and March 31, 2023. For more information, see “—Kenon’s Agreement to Sell its Remaining Interest in Qoros to the Majority Shareholder in Qoros” |
• | Receipt of Payments from Chery. Kenon had provided cash collateral to Chery of the RMB244 million (approximately $36 million) in connection with reductions in Kenon's back-to-back guarantee obligations to Chery; the relevant agreements provided that such cash collateral was to be released as Chery's guarantee obligations were reduced. Kenon received aggregate cash payments of $17 million from Chery in December 2019 and April 2020 as a result of repayments on Qoros’ bank loans and corresponding reductions of Chery’s obligations under its guarantees, bringing the total cash received from Chery to RMB244 million (approximately $36 million) in connection with these repayments resulting in full reimbursement of the cash collateral. |
• | IPO and NYSE Listing. In February 2021, ZIM completed an initial public offering of its shares on the New York Stock Exchange selling 15 million new ordinary shares (including shares issued pursuant to the exercise of the underwriters’ overallotment option), for gross consideration of $225 million (before deducting underwriting discounts and commissions or other offering expenses). As a result of the offering, our interest in ZIM decreased from 32% to approximately 28%. We continue to assess our options with respect to our ownership interest in ZIM. |
Country | Entity | Ownership Percentage (Rounded) | Fuel | Installed Capacity (MW) | Type of Asset | ||||||||
Israel | OPC—Rotem | 80 | % | Natural Gas and Diesel | 466 | Greenfield | |||||||
Israel | OPC—Hadera | 100 | % | Natural Gas and Diesel | 18 | Acquired | |||||||
Total Operating Capacity | 484 |
Amount of | Total | |||||||||||||||||
OPC | estimated | |||||||||||||||||
Power | investment | cost of the | ||||||||||||||||
plants/ | in the | investment | ||||||||||||||||
facilities | Installed | Current | project at | in the | ||||||||||||||
for | electricity | OPC | COD/ | Main | 12/31/2020 | project | ||||||||||||
generation | capacity | Ownership | Expected | customer/ | (NIS | (NIS | ||||||||||||
of energy | Status | (MW) | Interest | Location | Technology | COD | consumer | millions) | millions) | |||||||||
Rotem Power Plant | Active | » 466 | 80% | Rotem plain | Conventional | July 2013 | Private customers and IEC | » 2,000 | – | |||||||||
Hadera Power Plant | Active | » 144 | 100% | Hadera Industrial Zone | Cogeneration | July 2020 | Private customers and the System Administrator | » 9001 | – | |||||||||
Energy Center which as at the submission date of the report is operated for supply of steam as a back up | On the premises of Hadera Paper Mills | |||||||||||||||||
Zomet | Under construction | » 396 | 100% | Plugot Intersection | Conventional with open cycle | January 2023 | The System Administrator | » 694 | » 1,5002 | |||||||||
Sorek 2 | In initiation | Up to 99 | 100% | On the premises of the Sorek B seawater desalination facility | Conventional | Second half of 2023 | Yard consumer and pursuant to EA regulations | » 1 | Up to 200 | |||||||||
Facilities for generation of energy on the consumer’s premises | In various stages of development starting from initiation and up to construction | Every facility up to 16 megawatts (as at the submission date of the report, construction and operation agreements were signed for a total of 76 megawatts. The Company intends to take action to sign construction and operation agreements in a cumulative scope of at least 120 megawatts | 100% | On the premises of consumers throughout Israel | Conventional | The planned commercial operation dates are pursuant to the conditions provided in the agreements and in any case no later than 48 months from the signing date of the agreement3 | Yard consumers also including Group customers | » 12 | » an average of NIS 4 per megawatt |
CPV | Year of | ||||||||||||
Ownership | Fuel/ | Installed Capacity | commercial | ||||||||||
Plant | Location | Interest | technology | (MW) | operation | ||||||||
CPV Fairview | Pennsylvania | 25% | Natural gas, combined cycle | 1,050 | 2019 | ||||||||
CPV Towantic | Connecticut | 26% | Natural gas / two fuels, combined cycle | 805 | 2018 | ||||||||
CPV Maryland | Maryland | 25% | Natural gas, combined cycle | 745 | 2017 | ||||||||
CPV Shore | New Jersey | 37.53% | Natural gas, combined cycle | 725 | 2016 | ||||||||
CPV Valley | New York | 50% | Natural gas, combined cycle | 720 | 2018 | ||||||||
CPV Keenan II | Oklahoma | 70%1 | Wind | 152 | 2010 |
December 31, 2018 | December 31, 2017 | December 31, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||
Installed Capacity (MW) | % of Total Installed Capacity in the Market | Installed Capacity (MW) | % of Total Installed Capacity in the Market | Installed Capacity (MW) | % of Total Installed Capacity in the Market | Installed Capacity (MW) | % of Total Installed Capacity in the Market | |||||||||||||||||||||||||
IEC | 13,355 | 73 | % | 13,355 | 76 | % | 12,752 | 66 | % | 13,355 | 73 | % | ||||||||||||||||||||
Private electricity producers (without renewable energy) | 3,439 | 19 | % | 3,217 | 18 | % | 4,288 | 22 | % | 3,439 | 19 | % | ||||||||||||||||||||
Renewable energy (private electricity producers) | 1,424 | 8 | % | 1,037 | 6 | % | 2,326 | 12 | % | 1,424 | 8 | % | ||||||||||||||||||||
Total in the market | 18,198 | 100 | % | 17,609 | 100 | % | 19,366 | 100 | % | 18,198 | 100 | % |
Energy generated (thousands of MWh) | % of total generated in the market | Energy generated (thousands of MWh) | % of total generated in the market | |||||||||||||
IEC | 47,900 | 69 | % | 48,833 | 72 | % | ||||||||||
Private electricity producers (without renewable energy) | 19,232 | 28 | % | 17,748 | 26 | % | ||||||||||
Renewable energy (private electricity producers) | 2,038 | 3 | % | 1,590 | 2 | % | ||||||||||
Total in the market | 69,170 | 100 | % | 68,171 | 100 | % |
Energy generated (thousands of MWh) | % of total generated in the market | Energy generated (thousands of MWh) | % of total generated in the market | |||||||||||||
IEC | 47,784 | 66 | % | 47,900 | 69 | % | ||||||||||
Private electricity producers (without renewable energy) | 21,359 | 29 | % | 19,232 | 28 | % | ||||||||||
Renewable energy (private electricity producers) | 3,334 | 5 | % | 2,038 | 3 | % | ||||||||||
Total in the market | 72,476 | 100 | % | 69,170 | 100 | % |
Estimates megawatts | |
Hours per Consumption Block1 | ||||||||||||
Winter | Transition | Summer | ||||||||||
(Hours) | ||||||||||||
Peak | 416 | 2,058 | 308 | |||||||||
Shoulder | 208 | 868 | 308 | |||||||||
Off-Peak | 1,560 | 2,186 | 872 |
Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
($ millions) | ||||||||||||
Revenue | 373 | 363 | 365 | |||||||||
Cost of Sales | (256 | ) | (258 | ) | (266 | ) | ||||||
Net Income | 34 | 26 | 14 | |||||||||
EBITDA1 | 105 | 91 | 86 | |||||||||
Outstanding Debt2 | 622 | 587 | 618 | |||||||||
Net Debt3 | 400 | 401 | 395 |
Entity | Installed Capacity (MW) | Net energy generated (GWh) | Availability factor (%) | Installed Capacity (MW) | Net energy generated (GWh) | Availability factor (%) | ||||||||||||||||||
OPC-Rotem | 466 | 3,727 | 99 | % | 466 | 3,321 | 92 | % | ||||||||||||||||
OPC-Hadera | 18 | 84 | 94 | % | 144 | 431 | 79 | % | ||||||||||||||||
OPC Total | 484 | 3,811 | 610 | 3,752 |
The following table sets forth summary operational information for OPC’s operating plants in Israel as of and for the year ended December 31, 2019:
Entity | Installed Capacity (MW) | Net energy generated (GWh) | Availability factor (%) | |||||||||
OPC-Rotem | 466 | 3,727 | 99 | % | ||||||||
OPC-Hadera (Energy Center) | 18 | 84 | 94 | % | ||||||||
OPC Total | 484 | 3,811 |
The following table sets forth summary operational information for OPC’s operating plants in Israel as of and for the year ended December 31, 2018:
Entity | Installed Capacity (MW) | Net energy generated (GWh) | Availability factor (%) | |||||||||
OPC-Rotem | 466 | 3,299 | 87 | % | ||||||||
OPC-Hadera (Energy Center) | 18 | 84 | 94 | % | ||||||||
OPC Total | 484 | 3,383 |
Entity | Installed Capacity (MW) | Net energy generated (GWh) | Availability factor (%) | |||||||||
OPC-Rotem | 466 | 3,299 | 87 | % | ||||||||
OPC-Hadera | 18 | 84 | 94 | % | ||||||||
OPC Total | 484 | 3,383 |
Entity | Installed Capacity (MW) | Net energy generated (GWh) | Availability factor (%) | |||||||||
OPC-Rotem | 466 | 3,576 | 94 | % | ||||||||
OPC-Hadera | 18 | 79 | 89 | % | ||||||||
OPC Total | 484 | 3,655 |
Installed | CPV | Year of | Type of | |||||||||||
Capacity | ownership | commercial | project/ | Regulated | ||||||||||
Project | Location | (MW) | interest | operation | technology | market1 | Manner of sale of capacity/electricity | |||||||
CPV Fairview | Pennsylvania | 1,050 | 25% | 2019 | Natural gas, combined cycle (there is a possibility of an ethane mix up to 25%) | PJM | Capacity payments from PJM, without reference to the actual quantity generated, based on the price determined in an annual tender for the activity year three years in advance. The capacity price is known up to May 2022. The capacity price determined for the 2021/22 capacity year is $140 per MW/day in the region in which the project is located.
Gas for the project is acquired in the market on the basis of market prices at the acquisition points. | |||||||
CPV Towantic | Connecticut | 805 | 26% | 2018 | Natural gas / two fuels, combined cycle | ISO-NE | Capacity payments from ISO‑NE, without reference to the actual quantity generated, based on the price determined in the tender. The project participated in a capacity tender for the first time in 2018‑2019 based on a price of $9.55 per KW/month and it exercised the possibility to determine (fix) the tariff for seven years in respect of 725 MW linked to the Utilities Inputs Index. For 2023‑24 there is a possibility to sell an additional 45 MW. From 2025, capacity prices will be based on an annual tender for the activity year three years in advance.
Gas for the project is acquired in the market on the basis of market prices at the acquisition points. | |||||||
CPV Maryland
| Maryland | 745 | 25% | 2017 | Natural gas, combined cycle | PJM | Capacity payments from PJM, without reference to the actual quantity generated, based on the price determined in an annual tender for the activity year three years in advance. The capacity price is known up to May 2022. The capacity price determined for the 2021/22 capacity year is $140 per MW/day in the region in which the project is located.
Gas for the project is acquired in the market on the basis of market prices at the acquisition points. | |||||||
CPV Shore
| New Jersey | 725 | 37.53% | 2016 | Natural gas, combined cycle | PJM | Capacity payments from PJM, without reference to the actual quantity generated, based on the price determined in an annual tender for the activity year three years in advance. The capacity price is known up to May 2022. The capacity price determined for the 2021/22 capacity year is $166 per MW/day in the region in which the project is located.
Gas for the project is made based on the market prices at the acquisition points. | |||||||
CPV Valley | New York | 720 | 50% | 2018 | Natural gas, combined cycle | NYISO | Capacity payments from NYISO, based on the price determined in seasonal, monthly and SPOT capacity tenders, with capacity prices that change every month. Gas for the project is acquired in the market on the basis of market prices at the acquisition points. | |||||||
CPV Keenan II | Oklahoma | 152 | 70%2 | 2010 | Wind | SPP | The project entered into an agreement for supply of electricity (PPA) with a utility company for 100% of the electricity generated up to 2030. |
(1) | Sale of electricity in the organized PJM market is supervised and administered by PJM to ensure supply of the electricity in accordance with price offers of the electricity generators. Sale of electricity in the organized NYISO market is supervised and administered by NYISO to manage the supply of the electricity in accordance with price offers of the electricity generators. |
(2) | In April 2021, CPV acquired the remaining 30% interest in this project and, therefore, currently has 100% ownership interest. |
2020 | 2019 | |||||||||||||||
Net Electricity generation (GWh)1 | Actual Generation (%)2 | Net Electricity generation (GWh)1 | Actual Generation (%)2 | |||||||||||||
Fairview3 | 7,397 | 78.4 | % | 373 | 66.9 | % | ||||||||||
Towantic | 5,322 | 72.6 | % | 3,868 | 52.9 | % | ||||||||||
Maryland | 3,790 | 58.2 | % | 4,191 | 64.4 | % | ||||||||||
Shore | 4,444 | 68.8 | % | 5,013 | 78.3 | % | ||||||||||
Valley | 4,705 | 75.8 | % | 4,100 | 66.3 | % | ||||||||||
Keenan II | 587 | 44.0 | % | 586 | 44.1 | % |
(1) | Net generation is the gross generation during the year less the electricity consumed for the self-use of the power plants. |
(2) | The actual generation percentage is the electricity produced by the power plants relative to the maximum amount of generation able to be produced during the year. |
(3) | Fairview was completed and commenced operations in December 2019. |
Expected | ||||||||||||||||
Projected | Manner of | construction | ||||||||||||||
Planned | CPV | Year of | date of | Type of | sale of | cost for 100% | ||||||||||
Loca- | Capacity | Ownership | construction | commercial | project/ | capacity/ | of the project (US$ | |||||||||
Project | tion | (MW) | Interest | start | operation | technology | electricity | millions) | ||||||||
CPV Three Rivers | Illinois | 1,258 | 10%1 | 2020 | May 2023 | Natural gas, combined cycle | Expected to participate in tenders for capacity in the PJM market for the 2023/2024 year.
Gas for the project will be acquired in the market on the basis of market prices in (at) the acquisition points. | Approximately 1,293 |
(1) | Reflects completion of the sale of 7.5% of CPV’s interest in the Three Rivers Project on February 3, 2021. |
Summary of the Scopes of the Development Projects as at the Submission Date of the Report (in megawatts)1 | |||||||||
Technology | Advanced | Early | Total | ||||||
PV | 895 | 1,150 | 2,045 | ||||||
Wind | 175 | 0 | 175 | ||||||
CCGT | 1,985 | 1,970 | 3,955 | ||||||
Storage2 | 100 – 500 | ||||||||
Total | 3,055 | 3,120 | 6,175 |
Project | Technology | Capacity (MW) | Market |
Maple Hill | PV | 1501 | PJM |
Rogue's Wind | Wind | 114 | PJM |
Kingsbrook | PV | 50 | ISO-NE |
Five Bridges | PV | 147 | SERC |
Browns Pond | PV | 40 | ISO-NE |
Backbone | PV | 175 | PJM |
Countyline | PV | 150 | PJM |
Stagecoach | PV | 183 | SERC |
Sullivan Wind | Wind | 61 | ISO-NE |
Renewable Advanced Stage | 1,070 |
Expected | ||||||||||||||||||
Projected | Projected | Activity | Manner of | construction | ||||||||||||||
OPC | Year of | date of | Type of | area | sale of | cost | ||||||||||||
Loca- | Capacity | Ownership | construction | commercial | project/ | and electricity | capacity/ | (US$ | ||||||||||
Project | tion | (MW) | Interest | start | operation | technology | region | electricity | millions) | |||||||||
Maple Hill | Pennsyl-vania | 100 MWac, plus an option for an additional 50 MWac if certain conditions are met | 100%1 | Q2 2021 | Q2 2022 | Solar | PJM MAAC | 1. Undertook renewable energy certificates for 5 years. 2. Expected to sign an electricity hedge agreement for 8-12. 3. Expected to sell capacity in the PJM market in annual tenders. | 145-150 | |||||||||
Rogue’s Wind | Pennsyl-vania | Approx. 114 MW | 100%2 | Q1 2022 | Q2 2023 | Wind | PJM MAAC | In April 2021, signed PPA agreement for sale of electricity, capacity and renewable energy certificates for 10 years with a clean energy company3 | 200-205 |
1. | Upon consummation of an agreement with a "tax partner"' the CPV Group will have 100% of Class B rights. Class A rights are held by Tax Equity investors, who have excess tax benefits and dividend rights until a certain return (Tax Flip) is achieved. |
2. | Upon consummation of an agreement with a "tax partner"' the CPV Group will have 100% of Class B rights. Class A rights are held by Tax Equity investors, who have excess tax benefits and dividend rights until a certain return (Tax Flip) is achieved. |
3. | The PPA is expected to create annual revenue for the project of approximately $15 million. With the execution of the PPA, CPV has provided approximately $8.5 million to secure its liabilities under the PPA. |
• | Hedging: a hedge agreement on electricity margins of the Revenue Put Option (“RPO”) type until May 31, 2025. The RPO is intended to provide CPV Fairview a minimum gross margin for the period of the agreement. The RPO has an annual exercise price that covers an exercise period of a fiscal year. For purposes of calculating the gross margin, the agreement uses specific parameters, such as a heat rate, the expected generation levels, forward prices for electricity and gas, gas transmission costs and other specific project costs. |
• | Gas Supply: a Base Contract for sale and purchase of natural gas (GSPA) which provides for supply of natural gas up to 180,000 MMBtu per day at a price that is linked to market prices as provided in the agreement. Pursuant to the agreement, the gas supplier is responsible for transport of natural gas to the designated supply point and is permitted to transport ethane in lieu of natural gas up to a rate of 25% of the agreed supply quantity. The GSPA is valid up to May 31, 2025. |
• | Maintenance: a services agreement (CSA) with its original equipment manufacturer, for supply of parts and maintenances services. The CSA agreement went into effect on December 27, 2016 (“the Effective Date”) and ends on the earlier of: (A) 25 years from the Effective Date; or (B) when specific milestones are reached on the basis of use and wear and tear. CPV Fairview pays a fixed and a variable fee commencing from the date of the commercial operation. The remaining cost of the agreement is expected to be approximately $198 million over the life of the agreement subject to the variable components. |
• | Operation: an agreement for operation and maintenance of the facility. The period of the agreement is three years from the completion date of construction of the facility. The agreement includes an extension/renewal clause for a period of one year, unless one of the parties gives notice of termination of the agreement based on its terms. |
• | Management Agreements: |
o | an asset management agreement (AMA) with Competitive Power Ventures Inc. (CPVI), whereby CPVI provides construction services and asset management services. The AMA includes an annual fixed payment, a performance based payment and provisions regarding reimbursement of certain expenses. The AMA includes provisions regarding reimbursement of expenses relating to construction management services. The initial period of the agreement is up to seven years after completion of the construction of the facility, and the agreement may be extended for an additional year. |
o | an energy management agreement for consulting to CPV Fairview in connection with formulating energy management plans, risk management and performance strategies. CPV Fairview provided notice to terminate the agreement on December 31, 2020. CPV Fairview signed a replacement agreement with CPV Energy and Marketing Services, LLC (CEMS), a related party of the CPV Group, to provide similar services for a term up to December 31, 2025, with two option periods of five years each. |
• | Gas Supply: |
o | an agreement for transmission of gas based on the availability of the system (interruptible service). The agreement does not require but, allows Towantic to transmit gas from Iroquois to Algonquin Gas Transmission at interruptible transmission rates. |
o | an agreement for the supply of gas with a North American company. Pursuant to the agreement, up to 115,000 MMBtu per day will be supplied at a price linked to market prices. Supply of the gas runs up to March 31, 2023. |
• | Gas Transmission: a services agreement pursuant to which CPV Towantic is guaranteed gas transmission of 2,500 MMBtu per day, at the AFT 1 Tariff price. The initial period of the agreement commenced on August 1, 2018 and runs up to March 31, 2021. The agreement renews automatically for periods of year, unless one of the parties terminates the agreement. |
• | Maintenance: a services agreement (CSA) with its original equipment manufacturer, for provision of maintenance services for the fire turbines. CPV Towantic pays a fixed and a variable amount commencing from the date stipulated in the agreement. The remaining cost of the agreement is expected to be approximately $148 million over the life of the agreement subject to the variable components. |
• | Operation: an agreement for operation and maintenance of the facility. The period of the agreement is three years from commencement of facility’s activities (i.e., up to June 1, 2021). CPV Towantic pays a fixed and a variable amount for the services provided, a performance based payment and is required to reimburse employment expenses, including payroll and taxes, subcontractor costs and other costs as provided in the agreement. The agreement includes an extension/renewal clause for a period of one year, unless one of the parties gives notice of termination in accordance with the agreement. |
• | Management Agreements: |
o | an asset management agreement with CPVI, for provision of construction and asset management services. The period of the agreement is ten years from completion of the construction of the facility, and such period may be extended for an additional three years. In consideration for the services provided, CPV Towantic pays a fixed annual payment, and a performance based payment and reimbursement of expenses during the period of the agreement. |
o | an energy management agreement for consulting to CPV Towantic regarding formulation of energy management plans, risk management and performance strategy. The period of the agreement is up to December 31, 2021, with an extension option to CPV Towantic. CPV Towantic is permitted to conclude the agreement by prior notice of thirty days. CPV Towantic submitted a termination notice on March 2, 2021 under the existing agreement. CPV Towantic signed a replacement agreement with CEMS to provide similar services until March 31, 2026, along with two 5-year renewal options. |
• | Hedging: a hedge agreement on electricity margins of the RPO type. The RPO is intended to provide CPV Maryland a minimum margin, for the period of the agreement. The RPO has an annual exercise price that covers an exercise period of a fiscal year. For purposes of calculating the gross margin, the agreement uses specific parameters, such as a heat rate, the expected generation levels, forward prices for electricity and gas, gas transmission costs and other specific project costs. The RPO is up to February 28, 2022. |
• | Gas Supply: an agreement for the supply of natural gas with a North American company. Pursuant to the agreement, up to 180,000 MMBtu per day will be supplied at a price linked to market prices. Supply of the gas runs up to October 31, 2022. |
• | Gas Transmission: a natural gas transmission agreement for guaranteed capacity of up to 132,000 MMBtu/d. The agreement period is 20 years, which commenced on May 31, 2016, with an option for CPV Maryland to extend for an additional 5 years. The annual payment under the agreement is approximately $5 million. |
• | Maintenance: a services agreement with its original equipment manufacturer. CPV Maryland can acquire additional services under the agreement as needed. The payments under the agreement consist of minimum annual fixed payments, variable quarterly payments based on operating parameters of the defined equipment and quarterly management fees. Except for the minimum annual payment, the rest of the payments increase by 2.5% each year. The agreement ends on the earlier of: (A) the date on which the equipment reaches a defined milestone; or (B) 25 years from the signing date (August 8, 2014). The remaining cost of the agreement is expected to be approximately $115 million over the life of the agreement subject to the variable components. |
• | Operation: an agreement for operation and maintenance of the facility. CPV Maryland pays fixed annual management fees, a performance based bonus, and reimburses for employment expenses, payroll and taxes, subcontractor costs and other costs as provided in the agreement. |
• | Management Agreements: |
o | an asset management agreement with CPVI. The management services include management of the project documents, energy management services, development of operational strategy, negotiations with respect to additional project agreements, compliance and control, management of financial documents, financing, management of accounts and payments, taxes, budgets, insurance, government permits and regulation, etc. CPV Maryland pays a fixed annual payment, and a performance based payment and reimbursement of expenses during the period of the agreement. The period of the agreement is up to December 31, 2028. |
o | an energy management agreement for consulting to CPV Maryland in connection with formulating energy management plans, risk management and performance strategies. The agreement ended on December 31, 2020. CPV Maryland entered into a replacement energy management agreement with CEMS for provision of certain services relating to sale of merchant energy, capacity and ancillary services. The consideration includes a fixed monthly payment, plus reimbursement of expenses during the agreement period. In addition, the agreement includes provisions for reimbursement of expenses to CEMS in respect of services provided by third parties for CPV Maryland. The period of the agreement is up to December 31, 2025, and CPV Maryland has an option to extend the period of the agreement twice for five additional years, at its discretion. |
• | Hedging: a Heat Rate Call Option agreement (HRCO). The agreement covers 100% of the facility’s output and is consistent with customary conditions for agreements of this type. The agreement runs up to April 30, 2021. |
• | Gas Supply: an agreement for supply of natural gas. Pursuant to the agreement, the gas supplier supplies gas of 120,000 MMBtu per day at a price linked to the market price. The period of the agreement was up to March 31, 2021. CPV Shore signed an extension of this agreement up to October 31, 2022. |
• | Gas Transmission: a number of agreements with an interstate pipeline company (a services agreement, a connection agreement, a construction agreement and an operating agreement). Pursuant to the agreements natural gas connection and transmission services are provided to CPV Shore by means of a pipe the start of which is an existing inter-state pipe and reaches the facility’s connection point. CPV Shore paid an advance deposit to the supplier for the services under the gas agreements. The period of the gas transmission agreements is 15 years (up to April 2030), and there is an option to extend the agreements twice for ten years. The annual payment under the agreements is approximately $6 million. |
• | Maintenance: an amended services agreement with its original equipment manufacturer on December 22, 2017. CPV Shore may acquire additional services under the agreement, as needed. The consideration consists of a fixed minimum annual payment, variable quarterly payments based on operating parameters of the defined equipment, and quarterly management fees. Except for the minimum annual payment, the rest of the payments increase by 2.5% every year. The agreement ends on the earlier of: (A) the date on which the equipment reaches a defined milestone; or (B) 20 years from the signing date. The remaining cost of the agreement is expected to be approximately $123 million over the life of the agreement subject to the variable components. |
• | Operation: an agreement for operation of the facility. The consideration includes fixed annual management fees, a performance based bonus and reimbursement of employment expenses, including payroll and taxes, subcontractor costs and other costs as provided in the agreement. |
• | Management Agreements: |
o | an asset management agreement with CPVI. The management services include management of the project documents, energy management services, development of operational strategy, negotiations with respect to additional project agreements, compliance and control, management of financial documents, financing, management of accounts and payments, taxes, budgets, insurance, government permits and regulation, etc. The consideration includes a fixed annual payment, and a performance based payment and reimbursement of expenses during the period of the agreement. The period of the agreement is up to December 31, 2030. |
o | an energy management agreement for consulting in connection with formulating energy management plans, risk management and performance strategies. The agreement ended on December 31, 2020. CPV Shore signed a replacement energy management agreement with CEMS for provision of certain services relating to sale of merchant energy, capacity and ancillary services. The agreement includes a fixed monthly payment, plus reimbursement of expenses during the agreement period. The agreement also includes provisions for reimbursement of expenses to CEMS in respect of services provided by third parties for CPV Shore. The period of the agreement is up to December 31, 2025, and CPV Shore has an option to extend the period of the agreement twice for five additional years. |
• | Hedging: a hedge agreement on electricity margins of the RPO type. The RPO is intended to provide CPV a minimum margin, for the period of the agreement. The RPO has an annual exercise price that covers an exercise period of a fiscal year. For purposes of calculating gross margin, the agreement uses specific parameters, such as a heat rate, the expected generation levels, forward prices for electricity and gas, gas transmission costs and other specific project costs. The RPO extends up to May 31, 2023. |
• | Gas Supply: an agreement for the supply of natural gas of up to 127,200 MMBtu per day at a price linked to the market. The supplier is responsible for transmission of natural gas to the designated supply point. The period of the agreement is up to May 31, 2023. |
• | Gas Transmission: an agreement with an interstate pipeline company for the licensing, construction, operation and maintenance of a pipe and measurement and regulating facilities, from the inter-state pipeline system for transmission of natural gas to the facility. The supplier provides 127,200 Dth per day of firm natural gas transportation at an agreed price during a period that ends on March 31, 2033. In addition, CPV Valley signed an agreement for provision of firm transmission services in a quantity of 35,000 MMbtu per day, for a period up to March 31, 2033. The annual payment under the agreement is approximately $21 million. |
• | Maintenance: an agreement with its original equipment manufacturer, for maintenance services for the fire turbines. The consideration includes fixed and variable amounts from the first operation date of the turbines. The period of the agreement is up to the earlier of: (A) 132,800 equivalent base load hours; or (B) to June 9, 2044. The remaining cost of the agreement is expected to be approximately $149 million over the life of the agreement subject to the variable components. |
• | Operation: an operation and maintenance agreement with one of the partners in the project. The consideration includes fixed annual management fees, an operation bonus and reimbursement of certain costs defined in the agreement that were incurred by the third party. The period of the agreement is five years from the completion date of construction of the facility, and the agreement may be renewed for an additional three years. |
• | Management Agreements: |
o | an asset management agreement with CPVI. The management services include management of the project documents, energy management services, development of operational strategy, negotiations with respect to additional project agreements, compliance and control, management of financial documents, financing, management of accounts and payments, taxes, budgets, insurance, government permits and regulation, etc. The consideration includes a fixed annual payment, a performance based payment and provisions with respect to reimbursement of certain expenses. The initial agreement period is up to five years after completion of construction of the facility, and the agreement may be renewed for three additional years. |
o | an energy management agreement for the provision of management services in connection with fuels, electricity management, risk management and additional defined services. The consideration includes a fixed monthly payment and reimbursement of certain costs. The period of the agreement is up to October 31, 2022 and CPV Valley may extend the agreement. |
• | PPA: a wind power energy agreement (PPA) for sale of renewable energy. Pursuant to the terms of the agreement, the purchaser is to receive all renewable energy generated in the wind farm, including any credits, certificates, similar rights or other environmental allotments related to the generation of energy by the wind farm and any associated capacity. The consideration includes a fixed payment. The period of the agreement is 20 years, ending in 2030. The purchaser is permitted, under certain circumstances, to extend the agreement for a period of an additional five years and the agreement includes an option in favor of the purchaser to purchase the project at the end of the agreement period at its fair market value as determined in accordance with the agreement and pursuant to the terms stipulated. The annual revenue of the agreement to the project is approximately $27 million. |
• | Operation: a services agreement and an operations agreement with its original equipment manufacturer for the operations, maintenance and repair of the facility. The consideration includes fixed annual fees, performance-based bonus and reimbursement of expenses. The agreements run up to February 2031. For the most recent two calendar years, CPV Keenan II incurred approximately $6 million annually under these agreements. |
• | Management Agreement with CPV Entity: an asset management agreement with CPVI. The management services include management of the project documents; negotiations with respect to additional project agreements; compliance and control; management of financial documents; financing; management of accounts and payments; taxes; budgets; insurance; government permits and regulation; etc. The consideration includes a fixed monthly payment and reimbursement of expenses. The period of the agreement is up to March 31, 2025, with an option for CPV Keenan II, under certain circumstances, to terminate the agreement early. |
• | Gas Supply: two agreements for the supply of natural gas. The agreements supply 139,500 MMBtu per day to the facility from the operation date of the facility and for a period of five years, and a reduced quantity of 25,000 MMBtu per day from the fifth year of operation of the facility and up to the tenth year. The price of natural gas delivered under these agreements is tied to the day-ahead electricity price at the connection point to the grid in the ComEd Zone within PJM. The agreements include an obligation to purchase a minimum amount/scope of natural gas (TOP) and CPV Three Rivers has the right to resell gas it does not need. |
• | Gas Interconnection: two connection agreements for transmission of gas, where each of them is sufficient for the full demand of the facility. |
o | One agreement is an interconnection agreement with an interstate pipeline company for transmission of natural gas. The agreement sets forth the responsibility of the parties in connection with the design, construction, ownership, operation and management of a pipe and connection and pressure equipment. Based on the agreement, CPV Three Rivers will bear the costs of all the said facilities. |
o | The second agreement is an additional interconnection agreement with an interstate pipeline company for transmission of natural gas. As part of the agreement, the counterparty is responsible for the design and construction to the existing pipe. The other party to the agreement will remain the owner of these facilities and will operate them and CPV Three Rivers will bear the development and construction costs. |
• | Gas Transmission: an agreement for transmission of gas with an interstate pipeline company and its Canadian affiliate, for firm transmission of natural gas from Alberta, Canada to the facility. The agreements include capacity of 36.2 MMcf per day, at agreed prices. The agreement runs for a period of 11 years from the signing date of the agreement (November 1, 2020). The counterparty is permitted to extend the agreement for an additional year by giving prior notice of 12 months. |
• | Equipment:an agreement for acquisition of equipment for generation of electricity (power generation equipment) and related services, with an international company specializing in design and manufacture of equipment, including that required for an electricity generation facility. The equipment includes two units, where each of them consists of the following main components: a gas or fire turbine; steam generator for return of heat; a steam turbine; generator/producer; continuous control system for emissions and additional related required equipment. The equipment supplier is responsible for supply and installation in accordance with the agreement. In addition, the supplier will provide technical consulting services to CPV Three Rivers in order to support the installation process, commissioning, examinations and operation of all the equipment. Pursuant to the terms of the agreement, CPV Three Rivers will pay the third party in installments based on reaching milestones. |
• | EPC: a construction, engineering, and acquisition agreement with an international contractor. Pursuant to the agreement, the contractor will design and construct the required components of the facility, to integrate all the equipment required for the power plant. |
• | Maintenance: a services agreement with its original equipment manufacturer, for maintenance services for the fire turbines. The consideration includes a fixed and a variable amount commencing from the date of the commercial operation. The period of the agreement commenced on August 21, 2020 and ends on the earlier of: (A) 25 years from August 21, 2020; or (B) when specific milestones are reached on the basis of use and wear and tear. The remaining cost of the agreement is expected to be approximately $305 million over the life of the agreement subject to the variable components. |
• | Operation: an agreement for operation and maintenance of the facility to begin once the facility is well into its construction period. The consideration includes fixed annual management fees, a performance based bonus, and reimburses for employment expenses, payroll and taxes, subcontractor costs and other costs as provided in the agreement. The agreement has an initial term of approximately three years commencing upon substantial completion of the facility. |
• | Management Agreement with CPV Entity: an asset management agreement with CPVI, whereby CPVI provides construction services and asset management services. The agreement includes an annual fixed payment, incentive fees during operation, and provisions regarding reimbursement of certain expenses. The agreement includes provisions regarding reimbursement of expenses of CPVI incurred in connection with construction management services, which include the work hours of CPVI’s team, and expenses and amounts paid to third parties. The period of the agreement is up to ten years after completion of the construction of the facility, and the agreement may be extended for an additional year. |
Name | Power Station Technology | Approximate Capacity (MW) | Commercial Operating Date |
Dorad | Conventional | 860 | May 2014 |
Mashav | Conventional | 120 | April 2014 |
Dalia — Unit 11 | Conventional | 450 | July 2015 |
Dalia — Unit 21 | Conventional | 450 | September 2015 |
Ashdod Energy2 | Cogeneration | 60 | October 2015 |
Ramat Negev Energy2 | Cogeneration | 120 | January 2016 |
Sugat2 | Cogeneration | 75 | November 2019 |
IPP Alon Tabor2 | Cogeneration | 74 | September 2019 |
IPP Ramat Gabriel2 | Cogeneration | 74 | November 2019 |
Paz Ashdod2 | Cogeneration | 100 | July 2013 |
Delek Sorek2 | Conventional | 140 | August 2016 |
Dead Sea Works (DSW)2 | Cogeneration | 230 | August 2018 |
IPM Beer Tuvia2 | Conventional | 450 | |
Cogeneration | 87 | February 2009 |
(1) | To OPC’s knowledge, part of Dalia’s total installed output (Unit 1 and Unit 2) is allocated to the IEC, and part of it is allocated to private customers. |
(2) | To OPC’s knowledge, part of the capacity generated by these entities is designated to a yard consumer or to independent consumption. |
Season | Demand Hours | Weighted production rate (AGOROT per kWh) | |||
Winter | 18.72 | ||||
Shoulder | 36.33 | ||||
Peak | 63.42 | ||||
Transition | 16.00 | ||||
Shoulder | 20.44 | ||||
Peak | 26.34 | ||||
Summer | 15.80 | ||||
Shoulder | 25.64 | ||||
Peak | 66.51 | ||||
Weighted Average Rate | 25.26 |
2019 | 2018 | 2020 | 2019 | |||||||
Summer (2 months) | 70 | 67 | 84 | 70 | ||||||
Winter (3 months) | 102 | 98 | 101 | 102 | ||||||
Transitional Seasons (7 months) | 184 | 182 | 184 | 184 | ||||||
Total for the year | 356 | 347 | 369 | 356 |
Site | Location | Right in Asset | Area and Characteristics |
Real estate held through Rotem | |||
Land on which the Rotem Power Plant was built | Mishor Rotem | Lease | About 55 dunams |
Real estate held through Hadera | |||
Energy Center and the Hadera Power Plant (including emergency road)a | Hadera | Rental | About 30 dunams (Power Plant and Energy Center) |
Real estate (including options for land) held by Hadera for Hadera Expansion | |||
Hadera Expansion – Land near the area of the Hadera Power Plant | Hadera | Rental option | About 68 dunams |
AGS land agreement | |||
Land near to space on which Rotem Power Plant was built | Mishor Rotem | Lease | About 55 dunams |
Land held by Zomet (through Zomet HLH General Partner Ltd. and Zomet Netive Limited Partnership) | |||
Land on which Zomet is situated | Plugot Intersection | Zomet Netiv Limited Partnership – (by force of a development agreement with Israel Lands Authority) – Lease | About 85 dunams |
The right in | Area and | Expiration | ||||||
Site | Location | the property | characteristics | date of right | ||||
Shore | ||||||||
Land on which the CPV Shore Holdings LLC power plant was constructed | Middlesex County, New Jersey | Ownership | About 111,290 square meters (28 acres) | N/A | ||||
St. Charles | ||||||||
Land on which the CPV Maryland LLC power plant was constructed | Charles County, Maryland | Ownership / rights of enjoyment / licenses and permits / authority | About 308,290 square meters (76 acres) | N/A | ||||
Valley | ||||||||
Land on which the CPV Valley LLC power plant was constructed | Wawayanda, Orange County, New York | Substantive Ownership1 / rights of enjoyment / permits | About 121,406 square meters (30 acres) | N/A | ||||
Towantic | ||||||||
Land on which the CPV Towantic LLC power plant was constructed | New Haven County, Connecticut | Ownership / rights of enjoyment | About 107,242 square meters (26 acres) | N/A | ||||
Fairview | ||||||||
Land on which the CPV Fairview LLC power plant was constructed | Cambria County, Jackson Township, Pennsylvania | Ownership / rights of enjoyment | About 352,077 square meters (87 acres) | N/A | ||||
Keenan II | ||||||||
Land on which the CPV Keenan II Renewable Energy Company LLC wind field was constructed | Woodward County, Oklahoma | Contractual rights of enjoyment | Rights for access and to the equipment | December 31, 2040 |
The right in | Area and | Expiration | ||||||
Site | Location | the property | characteristics | date of right | ||||
Three Rivers | ||||||||
Land on which the CPV Three Rivers LLC power plant is being constructed | Grundy County, Illinois | Ownership / rights of enjoyment | About 485,623 square meters (120 acres) | N/A |
As of December 31, | As of December 31, | |||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
Number of employees by category of activity: | ||||||||||||||||||||||||
Plant operation and maintenance | 56 | 55 | 51 | 66 | 56 | 55 | ||||||||||||||||||
Corporate management, finance, commercial and other | 40 | 37 | 37 | 50 | 40 | 37 | ||||||||||||||||||
OPC Total | 96 | 92 | 88 | |||||||||||||||||||||
OPC Total (in Israel) | 116 | 96 | 92 |
1. | Capacity and Energy to |
2. | Sale of energy to end |
1. | At peak and shoulder times, one of the following shall apply: |
a. | each year, the IPP may sell up to 70% of the total electrical energy, calculated annually, produced in its facility to IEC—for up to 12 years from the date of the grant of the license; or |
b. | each year, the IPP may sell up to 50% of the total electrical energy, calculated annually, produced in its facility to IEC—for up to 18 years from the date of the grant of the license. |
2. | At low demand times, IPPs with units with an installed capacity of up to 175 MW, may sell electrical energy produced by it with a capacity of up to 35 MW, calculated annually or up to 20% of the produced power, inasmuch as the installed output of the unit is higher than 175 MW, all calculated on an annual basis. |
1. | CPV is required to hold permits in order to operate and/or construct the power plants, the purpose of which is prevention or reduction of air pollution. The power plants may also be required to hold permits for flowing water, waste-water and other waste into the local sewer systems or into other water sources in the United States. |
2. | Due to the height and location of the exhaust stacks and other components of the generation facilities, which could endanger the air traffic, the power plants are required to hold a permit for construction of the stacks and additional components in the generation facilities. This permit is issued by the Federal Aviation Authority (FAA). |
Kenon’s Sale of Half of its Remaining Interest in Qoros to the Majority Shareholder in Qoros
Installment | Amount (RMB) | Percentage of the Aggregate Purchase Price | Payment Date |
Deposit | 78,000,000 | 5% | July 31, 2021 or earlier if certain conditions are met1 |
First Payment | 312,000,000 | 20% | September 30, 20211 |
Second Payment | 390,000,000 | 25% | March 31, 20221 |
Third Payment | 390,000,000 | 25% | September 30, 2022 |
Fourth Payment | 390,000,000 | 25% | March 31, 2023 |
Year ended December 31, | ||||||||||||||
Geographic trade zone (percentage of total TEUs carried for the period) | Primary trade | 2020 | 2019 | 2018 | ||||||||||
Pacific | Transpacific | 40 | % | 36 | % | 38 | % | |||||||
Cross-Suez | Asia-Europe | 12 | % | 13 | % | 15 | % | |||||||
Atlantic-Europe | Atlantic | 21 | % | 21 | % | 18 | % | |||||||
Intra-Asia | Intra-Asia | 21 | % | 23 | % | 22 | % | |||||||
Latin America | Intra-America | 6 | % | 7 | % | 7 | % | |||||||
100 | % | 100 | % | 100 | % |
Type of Container | Type of Cargo | Quantity | TEUs | |||||||
Dry van containers | Most general cargo, including commodities in bundles, cartons, boxes, loose cargo, bulk cargo and furniture | 1,563,218 | 2,162,156 | |||||||
Reefer containers | Temperature controlled cargo, including pharmaceuticals, electronics and perishable | 82,951 | 164,712 | |||||||
Other specialized containers | Heavy cargo and goods of excess height and/or width, such as machinery, vehicles and building | 50,722 | 63,684 | |||||||
Total | 1,696,891 | 2,840,552 |
Number | Capacity (TEU) | Other Vessels | Total(1) | ||||
Vessels owned by ZIM | 1 | 4,992 | - | 1 | |||
Vessels chartered from parties related to ZIM | |||||||
Periods up to 1 year (from December 31, 2020) | 3 | 6,359 | 1 | 4 | |||
Periods between 1 to 5 years (from December 31, 2020) | 4 | 16,601 | - | 4 | |||
Periods over 5 years (from December 31, 2020) | - | - | - | - | |||
Vessels chartered from third parties(2) | |||||||
Periods up to 1 year (from December 31, 2020) | 43 | 181,174 | 1 | 44 | |||
Periods between 1 to 5 years (from December 31, 2020) | 32 | 145,386 | - | 32 | |||
Periods over 5 years (from December 31, 2020) | 2 | 20,124 | - | 2 | |||
Total(3) | 85 | 374,636 | 2 | 87 |
(1) | Includes 57 vessels accounted as right-of-use assets under the accounting guidance of IFRS 16. |
(2) | Includes 4 vessels accounted as right-of-use assets under the accounting guidance of IFRS 16 and four vessels accounted under sale and leaseback refinancing agreements. |
(3) | Between January 1, 2020 and February 28, 2021, ZIM chartered in an additional 11 vessels (net, not including vessels pending delivery). As of February 28, 2021, ZIM’s fleet included 98 vessels (95 cargo vessels and three vehicle transport vessels), of which one vessel is owned by ZIM and 97 vessels are chartered-in, and had a capacity of 416,844 TEUs. In addition, in February 2021, ZIM and Seaspan Corporation entered into a strategic agreement for the long-term charter of ten 15,000 TEU LNG dual fuel container vessels. |
Trade Zone | Description of Trade Zone | 2019 TEU Transported (%) | 2018 TEU Transported (%) | 2017 TEU Transported (%) | ||||||||||
Pacific | Consists of the Trans-Pacific trade zone, which covers trade between Asia (mainly China) and the east coast and west coast of the U.S., Canada, Central America and the Caribbean | 36.7 | 38.3 | 34.2 | ||||||||||
Cross Suez | Consists of the Asia-Europe trade zone, which covers trade between Asia and Europe through the Suez Canal, primarily through the Asia-Black Sea/Mediterranean Sea sub-trade zone | 13.6 | 14.7 | 15.9 | ||||||||||
Intra-Asia | Consists primarily of the Intra-Asia trade zone, which covers trade within regional ports in Asia, including India sub-continental, as well as trade between Asia and Africa | 21.7 | 21.4 | 21.1 | ||||||||||
Atlantic | Consists of the Trans-Atlantic trade zone, which covers the trade between the Mediterranean to U.S. east and west coasts and the Caribbean, as well as Intra trades which include the East Mediterranean | 21.2 | 18.5 | 21.3 | ||||||||||
Latin America | Consists of the Intra-America trade zone, which covers trade within regional ports in the Americas as well as trade between South American east coast and Asia and the Mediterranean to South America east coast via the Atlantic Ocean | 6.8 | 7.1 | 7.5 | ||||||||||
Total | 100.0 | 100.0 | 100.0 |
Container Vessels | ||||||||||||||||
Number | Capacity (TEU) | Other Vessels | Total | |||||||||||||
Vessels owned by ZIM | 1 | 4,992 | - | 1 | ||||||||||||
Vessels chartered from parties related to ZIM 1 | ||||||||||||||||
Periods up to 1 year (from December 31, 2019) | 2 | 5,993 | 2 | 2 | 4 | |||||||||||
Periods between 1 to 5 years (from December 31, 2019) | 2 | 8,442 | - | 2 | ||||||||||||
Periods over 5 years (from December 31, 2019) | - | - | - | - | ||||||||||||
Vessels chartered from third parties3 | ||||||||||||||||
Periods up to 1 year (from December 31, 2019) | 47 | 205,707 | - | 47 | ||||||||||||
Periods between 1 to 5 years (from December 31, 2019) | 11 | 64,332 | - | 11 | ||||||||||||
Periods over 5 years (from December 31, 2019) | 3 | 22,677 | - | 3 | ||||||||||||
Total | 66 | 312,143 | 2 | 1 | 68 |
Geographic trade zone | ||||||||||
Partner | Pacific | Cross-Suez | Intra-Asia | Atlantic-Europe | Latin America | |||||
A.P. Moller-Maersk(1) | ✓ | ✓ | ✓ | ✓ | ||||||
Mediterranean Shipping Company(1) | ✓ | ✓ | ✓ | ✓ | ||||||
CMA CGM S.A. | ✓ | |||||||||
Evergreen Marine Corporation | ✓ | |||||||||
Hapag-Lloyd AG(2) | ✓ | ✓ | ||||||||
China Ocean Shipping Company | ✓ | ✓ | ||||||||
American President Lines Ltd. | ✓ | |||||||||
ONE | ✓ | |||||||||
Orient Overseas Container Line Limited | ✓ | |||||||||
Yang Ming Marine Transport Corporation(2) | ✓ | ✓ | ||||||||
Hyundai Merchant Marine Co., Ltd. | ✓ | |||||||||
Others | ✓ | ✓ | ✓ |
(1) |
(2) |
C. | Organizational Structure |
D. | Property, Plants and Equipment |
ITEM 4A. | Unresolved Staff Comments |
ITEM 5. | Operating and Financial Review and Prospects |
Ownership Percentage | Method of Accounting | Treatment in Consolidated Financial Statements | |||||||
OPC | 62.1%1 | Consolidated | Consolidated | ||||||
32% | Equity | Share in losses of associated | |||||||
12%3 | |||||||||
Long-term investment | |||||||||
Other | |||||||||
Primus | 100%4 | Consolidated | Consolidated |
(1) | In January |
(2) | In February 2021, ZIM completed an initial public offering of its shares on the New York Stock Exchange and, as a result of the offering, our |
(3) | In April 2020, Kenon sold half of its Qoros and no longer accounts for Qoros under the equity method. |
(4) | In August 2020, Primus sold substantially all of its assets for $1.6 million. |
Year Ended December 31, 2019 | Year Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||
OPC | Quantum1 | Other2 | Consolidated Results | OPC | Quantum1 | ZIM | Other2 | Consolidated Results | ||||||||||||||||||||||||||||
(in millions of USD, unless otherwise indicated) | (in millions of USD, unless otherwise indicated) | |||||||||||||||||||||||||||||||||||
Revenue | $ | 373 | $ | — | $ | — | $ | 373 | 386 | — | — | — | 386 | |||||||||||||||||||||||
Depreciation and amortization | (31 | ) | — | — | (31 | ) | (34 | ) | — | — | — | (34 | ) | |||||||||||||||||||||||
Financing income | 2 | — | 16 | 18 | — | — | — | 14 | 14 | |||||||||||||||||||||||||||
Financing expenses | (28 | ) | — | (2 | ) | (30 | ) | (50 | ) | — | — | — | (51 | ) | ||||||||||||||||||||||
Fair value loss on put option | — | (19 | ) | — | (19 | ) | ||||||||||||||||||||||||||||||
Recovery of financial guarantee | — | 11 | — | 11 | ||||||||||||||||||||||||||||||||
Share in losses of associated companies | — | (37 | ) | (4 | ) | (41 | ) | |||||||||||||||||||||||||||||
Profit / (Loss) before taxes | $ | 48 | $ | (45 | ) | $ | (8 | ) | $ | (5 | ) | |||||||||||||||||||||||||
Net gains related to changes of interest in Qoros | — | 310 | — | (1 | ) | 310 | ||||||||||||||||||||||||||||||
—Share in (losses)/profit of associated companies | — | (6 | ) | 167 | — | 161 | ||||||||||||||||||||||||||||||
Write back of impairment of investment | — | — | 44 | — | 44 | |||||||||||||||||||||||||||||||
(Loss) / Profit before taxes | (9 | ) | 304 | 211 | (5 | ) | 501 | |||||||||||||||||||||||||||||
Income taxes | (14 | ) | — | (3 | ) | (17 | ) | (4 | ) | — | — | (1 | ) | (5 | ) | |||||||||||||||||||||
Profit / (Loss) from continuing operations | $ | 34 | $ | (45 | ) | $ | (11 | ) | $ | (22 | ) | |||||||||||||||||||||||||
(Loss) / Profit from continuing operations | (13 | ) | 304 | 211 | (6 | ) | 496 | |||||||||||||||||||||||||||||
Segment assets3 | $ | 1,000 | $ | 72 | $ | 246 | 4 | $ | 1,318 | 1,724 | 235 | — | 226 | 4 | 2,185 | |||||||||||||||||||||
Investments in associated companies | — | 106 | 84 | 190 | — | — | 297 | — | 297 | |||||||||||||||||||||||||||
Segment liabilities | 762 | — | 34 | 5 | 796 | 1,200 | — | — | 6 | 5 | 1,206 |
Subsidiary of Kenon that owns Kenon’s equity holding in Qoros. |
Includes the results of Primus, |
Excludes investments in associates. |
Includes Kenon’s, IC Green’s and IC Power holding company assets. |
Includes Kenon’s, IC Green’s and IC Power holding company liabilities. |
Year Ended December 31, 2018 | Year Ended December 31, 2019 | |||||||||||||||||||||||||||||||||||||||
OPC | Quantum1 | Other2 | Adjustments3 | Consolidated Results | OPC | Quantum1 | ZIM | Other2 | Consolidated Results | |||||||||||||||||||||||||||||||
(in millions of USD, unless otherwise indicated) | (in millions of USD, unless otherwise indicated) | |||||||||||||||||||||||||||||||||||||||
Revenue | $ | 363 | $ | — | $ | 1 | $ | — | $ | 364 | $ | 373 | $ | — | $ | — | $ | — | $ | 373 | ||||||||||||||||||||
Depreciation and amortization | (30 | ) | — | — | — | (30 | ) | (31 | ) | — | — | — | (31 | ) | ||||||||||||||||||||||||||
Financing income | 2 | 10 | 48 | (32 | ) | 28 | 2 | — | — | 16 | 18 | |||||||||||||||||||||||||||||
Financing expenses | (27 | ) | (2 | ) | (33 | ) | 32 | (30 | ) | (28 | ) | — | — | (2 | ) | (30 | ) | |||||||||||||||||||||||
Gain on third party investment in Qoros | — | 504 | — | — | 504 | |||||||||||||||||||||||||||||||||||
Fair value loss on put option | — | (40 | ) | — | — | (40 | ) | — | (19 | ) | — | — | (19 | ) | ||||||||||||||||||||||||||
Recovery of financial guarantee | — | 63 | — | — | 63 | — | 11 | — | — | 11 | ||||||||||||||||||||||||||||||
Share in losses of associated companies | — | (78 | ) | (27 | ) | — | (105 | ) | — | (37 | ) | (4 | ) | — | (41 | ) | ||||||||||||||||||||||||
Profit / (Loss) before taxes | $ | 36 | $ | 457 | $ | (31 | ) | $ | — | $ | 462 | $ | 48 | $ | (45 | ) | $ | (4 | ) | $ | (4 | ) | $ | (5 | ) | |||||||||||||||
Income taxes | (10 | ) | — | (1 | ) | — | (11 | ) | (14 | ) | — | — | (3 | ) | (17 | ) | ||||||||||||||||||||||||
Profit / (Loss) from continuing operations | $ | 26 | $ | 457 | $ | (32 | ) | $ | — | $ | 451 | $ | 34 | $ | (45 | ) | $ | (4 | ) | $ | (7 | ) | $ | (22 | ) | |||||||||||||||
Segment assets4 | $ | 893 | $ | 92 | $ | 239 | 5 | $ | — | $ | 1,224 | |||||||||||||||||||||||||||||
Segment assets3 | $ | 1,000 | $ | 72 | $ | — | $ | 246 | 4 | $ | 1,318 | |||||||||||||||||||||||||||||
Investments in associated companies | — | 139 | 92 | — | 231 | — | 106 | 84 | — | 190 | ||||||||||||||||||||||||||||||
Segment liabilities | 700 | — | 39 | 6 | — | 739 | 762 | — | — | 34 | 5 | 796 |
Subsidiary of Kenon that owns Kenon’s equity holding in Qoros. |
Includes the results of Primus, |
Excludes investments in associates. |
Includes Kenon’s, IC Green’s and IC Power holding company assets. |
Includes Kenon’s, IC Green’s and IC Power holding company |
Year Ended December 31, 2019 | ||||||||||||
Qoros | ZIM | Total | ||||||||||
(in millions of USD) | ||||||||||||
Loss (100% of results) | $ | (312 | ) | $ | (18 | ) | $ | (330 | ) | |||
Share of loss from Associates | (37 | ) | (4 | ) | (41 | ) | ||||||
Book Value | 106 | 84 | 190 |
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
(in millions of USD) | ||||||||
Profit/(Loss) (100% of results) | 518 | (18 | ) | |||||
Share of profit/(loss) from Associates (i.e. Kenon's share of ZIM's results) | 167 | (4 | ) | |||||
Book Value | 297 | 84 |
Year Ended December 31, 2018 | ||||||||||||
Qoros | ZIM | Total | ||||||||||
(in millions of USD) | ||||||||||||
Loss (100% of results) | $ | (330 | ) | $ | (126 | ) | $ | (456 | ) | |||
Share of loss from Associates | (78 | ) | (27 | ) | (105 | ) | ||||||
Book Value | 139 | 92 | 231 |
Year Ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
($ millions) | ||||||||||||
Revenue | 386 | 373 | 363 | |||||||||
Cost of Sales (excluding depreciation and amortization) | (282 | ) | (256 | ) | (258 | ) | ||||||
Net (Loss) / Profit | (13 | ) | 34 | 26 | ||||||||
EBITDA1 | 75 | 105 | 91 | |||||||||
Total Debt2 | 921 | 622 | 587 |
1) | OPC defines “EBITDA” for each period as net (loss) / income for the period before depreciation and amortization, financing expenses, net and income tax expense. |
Year Ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
(in millions of USD) | ||||||||||||
Net (loss) / profit for the period | (13 | ) | 34 | 26 | ||||||||
Depreciation and amortization | 34 | 31 | 30 | |||||||||
Finance expenses, net | 50 | 26 | 25 | |||||||||
Income tax expense | 4 | 14 | 10 | |||||||||
EBITDA | 75 | 105 | 91 |
2) | Includes short-term and long-term debt. |
Year Ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
($ millions, except as otherwise indicated) | ||||||||||||
Revenue | 386 | 373 | 363 | |||||||||
Cost of Sales (excluding depreciation and amortization) | (282 | ) | (256 | ) | (258 | ) | ||||||
Gross profit | 71 | 86 | 75 | |||||||||
Gross profit margin | 18 | % | 23 | % | 21 | % | ||||||
Financing expenses, net | 50 | 26 | 25 | |||||||||
Net (loss) / profit for the period | (13 | ) | 34 | 26 | ||||||||
Net Energy sales (kWh) | 4,344 | 4,030 | 3,965 |
A. | Operating Results |
Year Ended December 31, 2019 | Year Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||
OPC | Quantum1 | Other2 | Consolidated Results | OPC | Quantum1 | ZIM | Other2 | Consolidated Results | ||||||||||||||||||||||||||||
(in millions of USD, unless otherwise indicated) | (in millions of USD, unless otherwise indicated) | |||||||||||||||||||||||||||||||||||
Revenue | $ | 373 | $ | — | $ | — | $ | 373 | 386 | — | — | — | 386 | |||||||||||||||||||||||
Depreciation and amortization | (31 | ) | — | — | (31 | ) | (34 | ) | — | — | — | (34 | ) | |||||||||||||||||||||||
Financing income | 2 | — | 16 | 18 | — | — | — | 14 | 14 | |||||||||||||||||||||||||||
Financing expenses | (28 | ) | — | (2 | ) | (30 | ) | (50 | ) | — | — | (1 | ) | (51 | ) | |||||||||||||||||||||
Fair value loss on put option | — | (19 | ) | — | (19 | ) | ||||||||||||||||||||||||||||||
Recovery of financial guarantee | — | 11 | — | 11 | ||||||||||||||||||||||||||||||||
Share in losses of associated companies | — | (37 | ) | (4 | ) | (41 | ) | |||||||||||||||||||||||||||||
Profit / (Loss) before taxes | $ | 48 | $ | (45 | ) | $ | (8 | ) | $ | (5 | ) | |||||||||||||||||||||||||
Net gains related to changes of interest in Qoros | — | 310 | — | — | 310 | |||||||||||||||||||||||||||||||
Share in (losses)/profit of associated companies | — | (6 | ) | 167 | — | 161 | ||||||||||||||||||||||||||||||
Write back of impairment of investment | — | — | 44 | — | 44 | |||||||||||||||||||||||||||||||
(Loss) / Profit before taxes | (9 | ) | 304 | 211 | (5 | ) | 501 | |||||||||||||||||||||||||||||
Income taxes | (14 | ) | — | (3 | ) | (17 | ) | (4 | ) | — | — | (1 | ) | (5 | ) | |||||||||||||||||||||
Profit / (Loss) from continuing operations | $ | 34 | $ | (45 | ) | $ | (11 | ) | $ | (22 | ) | |||||||||||||||||||||||||
(Loss) / Profit from continuing operations | (13 | ) | 304 | 211 | (6 | ) | 496 | |||||||||||||||||||||||||||||
Segment assets3 | $ | 1,000 | $ | 72 | $ | 246 | 4 | $ | 1,318 | 1,724 | 235 | — | 216 | 4 | 2,185 | |||||||||||||||||||||
Investments in associated companies | — | 106 | 84 | 190 | — | — | 297 | — | 297 | |||||||||||||||||||||||||||
Segment liabilities | 762 | — | 34 | 5 | 796 | 1,200 | — | — | 6 | 5 | 1,206 |
Subsidiary of Kenon that owns Kenon’s equity holding in Qoros. |
Includes the results of Primus, |
1 | For a comparison of Kenon’s operating results for the fiscal year ended December 31, |
3) | Excludes investments in associates. |
Year Ended December 31, 2018 | ||||||||||||||||||||
OPC | Quantum1 | Other2 | Adjustments3 | Consolidated Results | ||||||||||||||||
(in millions of USD, unless otherwise indicated) | ||||||||||||||||||||
Revenue | $ | 363 | $ | — | $ | 1 | $ | — | $ | 364 | ||||||||||
Depreciation and amortization | (30 | ) | — | — | — | (30 | ) | |||||||||||||
Financing income | 2 | 10 | 48 | (32 | ) | 28 | ||||||||||||||
Financing expenses | (27 | ) | (2 | ) | (33 | ) | 32 | (30 | ) | |||||||||||
Gain on third party investment in Qoros | — | 504 | — | — | 504 | |||||||||||||||
Fair value loss on put option | — | (40 | ) | — | — | (40 | ) | |||||||||||||
Recovery of financial guarantee | — | 63 | — | — | 63 | |||||||||||||||
Share in losses of associated companies | — | (78 | ) | (27 | ) | — | (105 | ) | ||||||||||||
Profit / (Loss) before taxes | $ | 36 | $ | 457 | $ | (31 | ) | $ | — | $ | 462 | |||||||||
Income taxes | (10 | ) | — | (1 | ) | — | (11 | ) | ||||||||||||
Profit / (Loss) from continuing operations | $ | 26 | $ | 457 | $ | (32 | ) | $ | — | $ | 451 | |||||||||
Segment assets4 | $ | 893 | $ | 92 | $ | 239 | 5 | $ | — | $ | 1,224 | |||||||||
Investments in associated companies | — | 139 | 92 | — | 231 | |||||||||||||||
Segment liabilities | 700 | — | 39 | 6 | — | 739 |
4) | Includes Kenon’s, IC Green’s and IC Power holding company assets. |
5) | Includes Kenon’s, IC Green’s and IC Power holding company liabilities. |
Year Ended December 31, 2019 | ||||||||||||||||||||
OPC | Quantum1 | ZIM | Other2 | Consolidated Results | ||||||||||||||||
(in millions of USD, unless otherwise indicated) | ||||||||||||||||||||
Revenue | $ | 373 | $ | — | $ | — | $ | — | $ | 373 | ||||||||||
Depreciation and amortization | (31 | ) | — | — | — | (31 | ) | |||||||||||||
Financing income | 2 | — | — | 16 | 18 | |||||||||||||||
Financing expenses | (28 | ) | — | — | (2 | ) | (30 | ) | ||||||||||||
Fair value loss on put option | — | (19 | ) | — | — | (19 | ) | |||||||||||||
Recovery of financial guarantee | — | 11 | — | — | 11 | |||||||||||||||
Share in losses of associated companies | — | (37 | ) | (4 | ) | — | (41 | ) | ||||||||||||
Profit / (Loss) before taxes | $ | 48 | $ | (45 | ) | $ | (4 | ) | $ | (4 | ) | $ | (5 | ) | ||||||
Income taxes | (14 | ) | — | — | (3 | ) | (17 | ) | ||||||||||||
Profit / (Loss) from continuing operations | $ | 34 | $ | (45 | ) | $ | (4 | ) | $ | (7 | ) | $ | (22 | ) | ||||||
Segment assets3 | $ | 1,000 | $ | 72 | $ | — | $ | 246 | 4 | $ | 1,318 | |||||||||
Investments in associated companies | — | 106 | 84 | — | 190 | |||||||||||||||
Segment liabilities | 762 | — | — | 34 | 5 | 796 |
Subsidiary of Kenon that owns Kenon’s equity holding in Qoros. |
Includes the results of Primus, |
Excludes investments in associates. |
Includes Kenon’s, IC Green’s and IC Power holding company assets. |
Includes Kenon’s, IC Green’s and IC Power holding company |
Year Ended December 31, 2019 | Year Ended December 31, 2018 | |||||||||||||||
ZIM | Qoros1 | ZIM | Qoros2 | |||||||||||||
(in millions of USD) | ||||||||||||||||
Revenue | $ | 3,300 | $ | 350 | $ | 3,248 | $ | 812 | ||||||||
(Loss)/Income | (18 | ) | (312 | ) | (126 | ) | (330 | ) | ||||||||
Other comprehensive loss | (10 | ) | - | (6 | ) | - | ||||||||||
Total comprehensive (loss)/income | $ | (28 | ) | $ | (312 | ) | $ | (132 | ) | $ | (330 | ) | ||||
Share of Kenon in total comprehensive (loss)/income | $ | (9 | ) | $ | (37 | ) | $ | (40 | ) | $ | (78 | ) | ||||
Adjustments | 1 | - | 13 | - | ||||||||||||
Share of Kenon in total comprehensive (loss)/gain presented in the books | $ | (8 | ) | $ | (37 | ) | $ | (27 | ) | $ | (78 | ) | ||||
Total assets | $ | 1,926 | $ | 1,708 | $ | 1,826 | $ | 1,914 | ||||||||
Total liabilities | 2,178 | 1,584 | 2,050 | 1,475 | ||||||||||||
Book value of investment | 84 | 106 | 92 | 139 |
Year Ended December 31, 2020 | Year Ended December 31, 2019 | |||||||
(in millions of USD) | ||||||||
Revenue | 3,992 | 3,300 | ||||||
Profit/(Loss) | 518 | (18 | ) | |||||
Other comprehensive income | 6 | (10 | ) | |||||
Total comprehensive income | 524 | (28 | ) | |||||
Adjusted EBITDA1 | 1,036 | 386 | ||||||
Share of Kenon in total comprehensive income/(loss) | 167 | (9 | ) | |||||
Adjustments | - | 1 | ||||||
Share of Kenon in total comprehensive income/(loss) presented in the books | 167 | (8 | ) | |||||
Total assets | 2,824 | 1,926 | ||||||
Total liabilities | 2,550 | 2,178 | ||||||
Book value of investment | 297 | 84 |
1. | Adjusted EBITDA is a non-IFRS financial measure that ZIM defines as net income (loss) adjusted to exclude financial expenses (income), net, income taxes, depreciation and amortization in order to reach EBITDA, and further adjusted to exclude impairments of assets, non-cash charter hire expenses, capital gains (losses) beyond the ordinary course of business and expenses related to contingencies. Adjusted EBITDA is a key measure used by ZIM’s management and board of directors to evaluate ZIM’s operating performance. Accordingly, ZIM believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating ZIM’s operating results and comparing its operating results between periods on a consistent basis, in the same manner as ZIM’s management and board of directors. The table below sets forth a reconciliation of ZIM’s net income (loss), to Adjusted EBITDA for each of the periods indicated. |
Year Ended December 31, 2020 | Year Ended December 31, 2019 | |||||||
(in millions of USD) | ||||||||
Net income (loss) | 524 | (13 | ) | |||||
Financial expenses, net | 181 | 154 | ||||||
Income taxes | 17 | 12 | ||||||
Depreciation and amortization | 314 | 246 | ||||||
EBITDA | 1,036 | 399 | ||||||
Non-cash charter hire expenses1 | 1 | 2 | ||||||
Capital loss (gain), beyond the ordinary course of business2 | - | (14 | ) | |||||
Assets Impairment loss (recovery) | (4 | ) | 1 | |||||
Expenses related to contingencies | 3 | (2 | ) | |||||
Adjusted EBITDA | 1,036 | 386 |
1. | Mainly related to amortization of deferred charter hire costs, recorded in connection with the 2014 restructuring. Following the adoption of IFRS 16 on January 1, 2019, part of the adjustments are recorded as amortization of right-of-use assets. |
2. | Related to disposal of assets, other than containers and equipment (which are disposed on a recurring basis). |
For the year ended December 31, | For the year ended December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ millions | $ millions | |||||||||||||||
Revenue from energy generated by OPC and sold to private customers | 261 | 225 | ||||||||||||||
Revenue from energy purchased by OPC and sold to private customers | 16 | 39 | ||||||||||||||
Revenue from energy generated by OPC (and/or purchased from other generators) and sold to private customers | 246 | 261 | ||||||||||||||
Revenue from energy purchased by OPC at the TAOZ rate and sold to private customers | 29 | 16 | ||||||||||||||
Revenue from private customers in respect of infrastructures services | 76 | 79 | 80 | 76 | ||||||||||||
Revenue from energy sold to the System Administrator | 3 | 4 | 15 | 3 | ||||||||||||
Revenue from sale of steam | 17 | 16 | 16 | 17 | ||||||||||||
Total | 373 | 363 | 386 | 373 |
For the year ended December 31, | For the year ended December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ millions | $ millions | |||||||||||||||
Natural gas and diesel oil consumption | 138 | 118 | ||||||||||||||
Natural gas and diesel oil | 135 | 138 | ||||||||||||||
Payment to IEC for infrastructure services and purchase of electricity | 92 | 118 | 116 | 92 | ||||||||||||
Natural gas transmission | 9 | 7 | ||||||||||||||
Gas transmission costs | 10 | 9 | ||||||||||||||
Operating expenses | 17 | 15 | 21 | 17 | ||||||||||||
Total | 256 | 258 | 282 | 256 |
Year Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
(in millions of USD) | (in millions of USD) | |||||||||||||||
Revenue | $ | 3,300 | $ | 3,248 | 3,992 | 3,300 | ||||||||||
Cost of services | 3,037 | 3,100 | 3,127 | 3,037 | ||||||||||||
Gross profit | 263 | 148 | 865 | 263 | ||||||||||||
Operating loss | 153 | (29 | )1 | |||||||||||||
Loss before taxes on income | (1 | ) | (106 | ) | ||||||||||||
Operating profit | 772 | 153 | ||||||||||||||
Profit (loss) before taxes on income | 541 | (1 | ) | |||||||||||||
Taxes on income | (12 | ) | (14 | ) | (17 | ) | (12 | ) | ||||||||
(Loss)/profit for the period | $ | (13 | ) | $ | (120 | ) | ||||||||||
Profit/(loss) for the period | 524 | (13 | ) |
B. | Liquidity and Capital Resources |
Year Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
(in millions of USD) | (in millions of USD) | |||||||||||||||
Continuing operations | ||||||||||||||||
Net cash flows provided by operating activities | ||||||||||||||||
OPC | 109 | 86 | 105 | 109 | ||||||||||||
Adjustments and Other | (23 | ) | (34 | ) | (13 | ) | (23 | ) | ||||||||
Total | 86 | 52 | 92 | 86 | ||||||||||||
Net cash flows (used in) / provided by investing activities | (30 | ) | 42 | |||||||||||||
Net cash flows used in financing activities | (74 | ) | (1,217 | ) | ||||||||||||
Net cash flows used in investing activities | (230 | ) | (30 | ) | ||||||||||||
Net cash flows provided by / (used in) financing activities | 256 | (74 | ) | |||||||||||||
Net change in cash from continuing operations | (18 | ) | (1,123 | ) | 118 | (18 | ) | |||||||||
Net change in cash from discontinued operations | 25 | (155 | ) | 8 | 25 | |||||||||||
Cash—opening balance | 131 | 1,417 | 147 | 131 | ||||||||||||
Effect of exchange rate fluctuations on balances of cash and cash equivalents | 9 | (8 | ) | 13 | 9 | |||||||||||
Cash—closing balance | $ | 147 | $ | 131 | 286 | 147 |
2 | For a comparison of Kenon’s |
Outstanding 2020* | Interest Rate | Final Maturity | Amortization Schedule | |||||||||||||
OPC-Rotem: | ||||||||||||||||
Financing agreement1 | 341 | 4.9%-5.4,% CPI linked | June 2031 | Quarterly principal payments to maturity | ||||||||||||
Financing agreement2 | 217 | 2.4%-3.9%, CPI linked (2/3 of the loan) | Quarterly principal payments to maturity, commencing 6 months following commercial operations of OPC-Hadera power plant | |||||||||||||
Financing agreement3 | 57 | CPI or US$ | Earliest of 19 years from commercial operations date of Tzomet power plant and 23 years from the signing date, but no later than December 31, 2042 | Quarterly principal payments to maturity, commencing close to the end of the | ||||||||||||
Bonds (Series B) 4 | 305 | 2.75% (CPI-Linked) | September 2028 | Semi-annual principal payments commencing on September 30, 2020 | ||||||||||||
Harel Loan Facility Agreement5 | Undrawn | Annual rate equal to the Bank of Israel interest rate plus a margin ranging between 2.55% and 2.75%. Upon occurrence of any of the following events, the interest rate on the loans will increase by 2%: (A) non-compliance with the minimum liquidity condition (as defined below); (B) the ratio between the Company’s shareholders’ equity and the Company’s total assets, as stated below, falls below 25%; and (C) the LTV of the pledged rights is higher than 40%. | The principal amounts of the long-term loans that will be provided are to be repaid on a date that falls 36 months after the earlier of: (A) the date on which the first long-term withdrawal is made; or (B) the end of October 2022. | Quarterly principal payments to maturity | ||||||||||||
Total | 920 |
(1) | Represents NIS |
(2) | Represents NIS |
(3) | Represents NIS |
(4) | In April 2020, OPC completed an offering of NIS400 million (approximately $113 million) of Series B |
(5) |
(1) | the loans will serve one or more of the following purposes: (A) investment, directly or indirectly, in OPC, for purposes of payment part of the consideration under the agreement for acquisition of CPV or in order to provide the amounts required by CPV for development of its business; or (B) for purposes of OPC’s current ongoing activities in the ordinary course of business; |
(2) | OPC US, Inc. (which is wholly-owned by OPC and which is the General Partner of OPC Power), OPC, CPV Group LP and the CPV Group have limitations on dispositions, incurring financial debts, provision of guarantees or collaterals, liabilities relating to insurance, activities and holding structure; and |
(3) | In addition, the agreement includes a number of events of default with respect to OPC and the other entities referred to under clause (2) above, including, among others, various insolvency events, discontinuance of activities, violation of obligations and representations, non‑payment, nationalization or expropriation of certain assets, cross acceleration relating to certain debts of OPC or any of the other companies referred to under clause (2) or of significant companies held by OPC, events having a significant adverse impact, certain changes of control (direct or indirect) of OPC, certain events relating collateral and compliance with certain legal proceedings. |
Project | Financial Closing Date | Total Commitment (approximately in $ millions) | Total Outstanding/ Issued (approximately in $ millions) as of Dec. 31, 2020 | Maturity Date | Annual interest | Covenants |
Fairview | March 24, 2017 | 710 | 6211 | June 30, 20252 | LIBOR plus margin of 2.50%–2.75% (subject to replacement base interest rate) | Dividends are subject to the project company meeting conditions, including compliance with a minimum debt service coverage ratio of 1.2 during the 4 quarters that preceded the distribution, compliance with reserve requirements (pursuant to the terms of the financing agreement), compliance with the debt balances target defined in the agreement, and that no ground for repayment or breach event exists (as defined in the financing agreement). |
Towantic | March 11, 2016 | 753 | 5893 | June 30, 20252 | LIBOR plus margin of 3.25%–3.75% (subject to replacement base interest rate) | Similar to Fairview (see above) |
CPV Maryland | August 8, 2014 | 550 | 3604 | March 31, 20222 | LIBOR plus margin in the range of 4.25% (subject to replacement base interest rate) | Similar to Fairview (see above) |
CPV Shore | Sept. 20, 2013 | 565 | 4305 | Dec. 27, 2025 (Term Loan) Dec. 27, 2023 (Ancillary Facilities)2 | Term Loan: LIBOR plus margin of 3.75% (subject to replacement base interest rate) Ancillaries: 3.00% margin | Historic rolling 4 quarter debt service coverage ratio of 1:1. CPV is currently in compliance with this covenant Dividends are subject to, among others, certain reserve requirements, and having no existing default or event of default. |
CPV Valley | June 12, 2015 | 680 | 5956 | June 30, 2023 | LIBOR plus margin of 3.50%–3.75% (subject to replacement base interest rate) | Dividends are subject to the project company meeting conditions, including compliance with a minimum debt service coverage ratio of 1.2 during the 4 quarters that preceded the distribution, compliance with reserve requirements (pursuant to the terms of the financing agreement), compliance with requirements for receipt of a certain permit, compliance with the debt balances target defined in the agreement, and that no ground for repayment or breach event exists (as defined in the financing agreement). |
CPV Keenan II | Feb. 2, 2010 | 151 | 837 | Dec. 31, 2028 (Term Loan) Dec. 30, 2021 (Ancillaries)8 | Term Loan: LIBOR + margin 2.25%–2.75% (subject to replacement base interest rate) Ancillaries: LIBOR + margin 1.00% (subject to replacement base interest rate) | Similar to Fairview, with the exception of the debt balances target provision (see above) |
CPV Three Rivers | Aug. 21, 2020 | 875 | 3408 | June 30, 20282 | LIBOR plus margin of 3.50%–4.00% (subject to replacement base interest rate) | Similar to Fairview (see above) |
1. | Consisting of Term Loan (Variable): $485M, Term Loan (Fixed, 5.78%): $112M, Ancillary Facilities (Working Capital Loan: $0; Letters of Credit/LC Loans: approximately $24M). |
2. | The rate and scope of repayment of loan principal varies until final repayment, in accordance with integration of amortization and cash sweep repayment mechanisms (“mini perm” financing) |
3. | Consisting of Term Loan (Variable): $555M, Ancillary Facilities (Working Capital Loan: $0; Letters of Credit/LC Loans: $34.5M). |
4. | Consisting of Term Loan (Variable): $315M, Ancillary Facilities (Working Capital Loan: $0; Letters of Credit/LC Loans: $46M (of which approximately $15M was withdrawn re: debt service reserve as of December 31, 2020)). |
5. | Consisting of Term Loan (Variable): $372M, Ancillary Facilities (Working Capital Loan: $0; Letters of Credit/LC Loans: $57M). |
6. | Consisting of Term Loan (Variable): $487M, Ancillary Facilities (Working Capital Loan: $10M; Letters of Credit/LC Loans: $108 M (of which approximately $31M was withdrawn re: debt service reserve as of December 31, 2020))). CPV Valley is currently in negotiations to seek certain concessions on the ancillary facilities in exchange for a $10M aggregate capital commitment from the project sponsors ($5M from CPV). The concessions would waive the annual, mandatory full repayment of the working capital loans through June 29, 2022 and release $5M million of working capital capacity that is currently restricted due to the Title V permit matter discussed elsewhere. |
7. | Consisting of Term Loan (Variable): $69M, Ancillary Facilities (Working Capital Loan: $0; Letters of Credit/LC Loans: $14M). the amortization schedule of the term loan is based on the December 2030 maturity date, however with a 100% cash sweep mechanism starting March 2027, so that the term loan is expected to be repaid in full by the December 2028 maturity date. |
8. | Consisting of: Term Loan (Variable): $176M, Term Loan (Fixed, 4.5%): $100M; Ancillary Facilities (Working Capital Loan: 0; Letters of Credit/LC Loans: $64.4M). |
C. | Research and Development, Patents and Licenses, Etc. |
D. | Trend Information |
Region | 2020 | 2019 |
ISO-NE Mass Hub | $23.31/MWh | $31.22/MWh |
NY-ISO Zone G | $20.32/MWh | $26.87/MWh |
PJM West | $20.95/MWh | $26.69/MWh |
PJM AD Hub | $20.95/MWh | $26.77/MWh |
E. | Off-Balance Sheet Arrangements |
F. | Tabular Disclosure of Contractual Obligations |
Payments Due by Period1 | Payments Due by Period1,2 | |||||||||||||||||||||||||||||||||||||||
Total | Less than One Year | One to Two Years | Two to Five Years | More than Five Years | Total | Less than One Year | One to Two Years | Two to Five Years | More than Five Years | |||||||||||||||||||||||||||||||
($ millions) | ($ millions) | |||||||||||||||||||||||||||||||||||||||
OPC’s consolidated contractual obligations | ||||||||||||||||||||||||||||||||||||||||
Kenon’s consolidated contractual obligations | ||||||||||||||||||||||||||||||||||||||||
Trade Payables | $ | 36 | $ | 36 | $ | — | $ | — | $ | — | 93 | 93 | — | — | — | |||||||||||||||||||||||||
Other payables | 5 | 5 | — | — | — | 24 | 24 | — | — | — | ||||||||||||||||||||||||||||||
Bonds | 105 | 12 | 13 | 27 | 53 | 350 | 14 | 14 | 90 | 232 | ||||||||||||||||||||||||||||||
Lease liabilities | 9 | 1 | 1 | 2 | 5 | 22 | 14 | 1 | 2 | 5 | ||||||||||||||||||||||||||||||
Loans | 722 | 62 | 60 | 182 | 418 | 799 | 65 | 63 | 260 | 411 | ||||||||||||||||||||||||||||||
Interest SWAP contracts | 41 | 6 | 6 | 14 | 15 | |||||||||||||||||||||||||||||||||||
Derivative instruments | 42 | 6 | 5 | 14 | 17 | 34 | 32 | 2 | — | — | ||||||||||||||||||||||||||||||
Total contractual obligations and commitments | $ | 919 | 122 | 79 | 225 | 493 | $ | 1,363 | 248 | 86 | 366 | 663 |
Excludes Kenon’s back-to-back guarantees to Chery as well as obligations under agreement with capital provider relating to Peru BIT claim and guarantee of indemnity obligations under the sale agreement for the Inkia Business. For further information on other commitments, see Note |
2. | In January 2021, an entity in which OPC holds a 70% interest, completed the acquisition of CPV. This table does not include any obligations of CPV. |
G. | Safe Harbor |
ITEM 6. | Directors, Senior Management and Employees |
A. | Directors and Senior Management |
Name | Age | Function | Original Appointment Date | Current Term Begins | Current Term Expires | Age | Function | Original Appointment Date | Current Term Begins | Current Term Expires | ||||||||||
Antoine Bonnier | 37 | Board Member | 2016 | 2019 | 2020 | 38 | Board Member | 2016 | 2020 | 2021 | ||||||||||
Laurence N. Charney | 73 | Chairman of the Audit Committee, Compensation Committee Member, Board Member | 2014 | 2019 | 2020 | 74 | Chairman of the Audit Committee, Compensation Committee Member, Board Member | 2014 | 2020 | 2021 | ||||||||||
Barak Cohen | 38 | Board Member | 2018 | 2019 | 2020 | 39 | Board Member | 2018 | 2020 | 2021 | ||||||||||
Cyril Pierre-Jean Ducau | 41 | Chairman of the Board, Nominating and Corporate Governance Committee Chairman | 2014 | 2019 | 2020 | 42 | Chairman of the Board, Nominating and Corporate Governance Committee Chairman | 2014 | 2020 | 2021 | ||||||||||
N. Scott Fine | 63 | Audit Committee Member, Compensation Committee Chairman, Board Member | 2014 | 2019 | 2020 | 64 | Audit Committee Member, Compensation Committee Chairman, Board Member | 2014 | 2020 | 2021 | ||||||||||
Bill Foo | 62 | Board Member, Nominating and Corporate Governance Committee Member | 2017 | 2019 | 2020 | 63 | Board Member, Nominating and Corporate Governance Committee Member | 2017 | 2020 | 2021 | ||||||||||
Aviad Kaufman | 49 | Compensation Committee Member, Board Member, Nominating and Corporate Governance Committee Member | 2015 | 2019 | 2020 | 50 | Compensation Committee Member, Board Member, Nominating and Corporate Governance Committee Member | 2015 | 2020 | 2021 | ||||||||||
Arunava Sen | 59 | Board Member, Audit Committee Member | 2017 | 2019 | 2020 | 60 | Board Member, Audit Committee Member | 2017 | 2020 | 2021 |
Name | Age | Position | ||
Robert L. Rosen | Chief Executive Officer | |||
Mark Hasson | Chief Financial Officer |
B. | Compensation |
C. | Board Practices |
D. | Employees |
Number of Employees as of December 31, | Number of Employees as of December 31, | |||||||||||||||||||||||
Company | 2019 | 2018 | 2017 | 2020 | 2019 | 2018 | ||||||||||||||||||
OPC | 96 | 92 | 88 | |||||||||||||||||||||
Primus | 12 | 13 | 14 | |||||||||||||||||||||
OPC1 | 116 | 96 | 92 | |||||||||||||||||||||
Primus2 | — | 12 | 13 | |||||||||||||||||||||
Kenon | 6 | 7 | 6 | 8 | 8 | 9 | ||||||||||||||||||
Total | 114 | 112 | 108 | 124 | 116 | 114 |
(1) | In January 2021, an entity in which OPC holds a 70% interest, completed the acquisition of CPV. This table does not include CPV’s employees. |
(2) | In August 2020, Primus sold substantially all of its assets for $1.6 million. |
E. | Share Ownership |
ITEM 7. | Major Shareholders and Related Party Transactions |
A. | Major Shareholders |
Beneficial Owner (Name/Address) | Ordinary Shares Owned | Percentage of Ordinary Shares | ||||||
Ansonia Holdings Singapore B.V.1 | 31,156,869 | 58.0 | % | |||||
Clal Insurance Enterprises Holdings Ltd.2 | 5,472,886 | 10.2 | % | |||||
Menora Mivtachim Holdings Ltd.3 | 3,033,732 | 5.64 | % | |||||
Harel Insurance Investments & Financial Services Ltd.4 | 2,852,397 | 5.2 | % | |||||
Laurence N. Charney5 | 37,187 | * | 6 | |||||
Barak Cohen5 | 45,438 | * | 6 | |||||
N. Scott Fine5 | 30,464 | * | 6 | |||||
Bill Foo5 | 6,284 | * | 6 | |||||
Arunava Sen5 | 6,284 | * | 6 | |||||
Directors and Executive Officers7 | — | * | 6 |
Beneficial Owner (Name/Address) | Ordinary Shares Owned | Percentage of Ordinary Shares | ||||||
Ansonia Holdings Singapore B.V.1 | 31,156,869 | 58.0 | % | |||||
Clal Insurance Enterprises Holdings Ltd.2 | 5,616,814 | 10.4 | % | |||||
Harel Insurance Investments & Financial Services Ltd. 3 | 2,950,827 | 5.5 | % | |||||
Menora Mivtachim Holdings Ltd. 4 | 1,839,921 | 3.42 | % | |||||
Laurence N. Charney | 43,952 | 5 | * | 6 | ||||
Bill Foo | 10,884 | 5 | * | 6 | ||||
Arunava Sen | 10,884 | 5 | * | 6 | ||||
Directors and Executive Officers7 | — | * | 6 |
Based solely on the Schedule 13-D/A (Amendment No. 4) filed by Ansonia Holdings Singapore B.V. with the SEC on January 25, 2017. A discretionary trust, in which Mr. Idan Ofer is the beneficiary, indirectly holds 100% of Ansonia Holdings Singapore B.V. |
Based solely upon the Schedule 13-G/A (Amendment No. |
3) | Based solely upon the Schedule 13-G/A, filed by Harel Insurance |
Based solely upon the Schedule 13-G/A (Amendment No. |
Based solely on Exhibit 99.3 to the Form 6-K furnished by Kenon with the SEC on May 14, 2020. |
Owns less than 1% of Kenon’s ordinary shares. |
Excludes shares held by Laurence N. Charney, |
B. | Related Party Transactions |
C. | Interests of Experts and Counsel |
ITEM 8. | Financial Information |
A. | Consolidated Statements and Other Financial Information |
B. | Significant Changes |
ITEM 9. | The Offer and Listing |
A. | Offer and Listing Details. |
B. | Plan of Distribution |
C. | Markets |
D. | Selling Shareholders |
E. | Dilution. |
F. | Expenses of the Issue |
ITEM 10. | Additional Information |
A. | Share Capital |
B. | Constitution |
Delaware | Singapore—Kenon Holdings Ltd. | |
Board of Directors | ||
A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation. | The constitution of companies will typically state the minimum and maximum number of directors as well as provide that the number of directors may be increased or reduced by shareholders via ordinary resolution passed at a general meeting, provided that the number of directors following such increase or reduction is within the maximum and minimum number of directors provided in the constitution and the Singapore Companies Act, respectively. Our constitution provides that, unless otherwise determined by a general meeting, the minimum number of directors is five and the maximum number is 12. |
Limitation on Personal Liability of Directors | ||
A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director’s loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation would also provide that if the Delaware General Corporation Law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. | Pursuant to the Singapore Companies Act, any provision (whether in the constitution, contract or otherwise) purporting to exempt a director (to any extent) from any liability attaching in connection with any negligence, default, breach of duty or breach of trust in relation to Kenon will be void except as permitted under the Singapore Companies Act. Nevertheless, a director can be released by the shareholders of Kenon for breaches of duty to Kenon, except in the case of fraud, illegality, insolvency and oppression or disregard of minority interests. Our constitution currently provides that, subject to the provisions of the Singapore Companies Act and every other act for the time being in force concerning companies and affecting Kenon, every director, auditor, secretary or other officer of Kenon and its subsidiaries and affiliates shall be entitled to be indemnified by Kenon against all liabilities incurred by him in the execution and discharge of his duties and where he serves at the request of Kenon as a director, officer, employee or agent of any subsidiary or affiliate of Kenon or in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of Kenon, and in which judgment is given in his favor (or the proceedings otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted, or in connection with an application under statute in respect of such act or omission in which relief is granted to him by the court. |
Interested Shareholders | ||
Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an “interested stockholder” for three years following the time that the stockholder becomes an interested stockholder. Subject to specified exceptions, an “interested stockholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years. A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 through a provision in either its original certificate of incorporation, or an amendment to its original certificate or bylaws that was approved by majority stockholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption. | There are no comparable provisions in Singapore with respect to public companies which are not listed on the Singapore Exchange Securities Trading Limited. | |
Removal of Directors | ||
A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred stock, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board). | According to the Singapore Companies Act, directors of a public company may be removed before expiration of their term of office with or without cause by ordinary resolution (i.e., a resolution which is passed by a simple majority of those shareholders present and voting in person or by proxy). Notice of the intention to move such a resolution has to be given to Kenon not less than 28 days before the meeting at which it is moved. Kenon shall then give notice of such resolution to its shareholders not less than 14 days before the meeting. Where any director removed in this manner was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove such director will not take effect until such director’s successor has been appointed. Our constitution provides that Kenon may by ordinary resolution of which special notice has been given, remove any director before the expiration of his period of office, notwithstanding anything in our constitution or in any agreement between Kenon and such director and appoint another person in place of the director so removed. |
Filling Vacancies on the Board of Directors | ||
A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred stock, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires. | The constitution of a Singapore company typically provides that the directors have the power to appoint any person to be a director, either to fill a vacancy or as an addition to the existing directors, but so that the total number of directors will not at any time exceed the maximum number fixed in the constitution. Any newly elected director shall hold office until the next following annual general meeting, where such director will then be eligible for re-election. Our constitution provides that the shareholders may by ordinary resolution, or the directors may, appoint any person to be a director as an additional director or to fill a vacancy provided that any person so appointed by the directors will only hold office until the next annual general meeting, and will then be eligible for re-election. | |
Amendment of Governing Documents | ||
Under the Delaware General Corporation Law, amendments to a corporation’s certificate of incorporation require the approval of stockholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the Delaware General Corporation Law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware General Corporation Law. Under the Delaware General Corporation Law, the board of directors may amend bylaws if so authorized in the charter. The stockholders of a Delaware corporation also have the power to amend bylaws. | Our constitution may be altered by special resolution (i.e., a resolution passed by at least a three-fourths majority of the shares entitled to vote, present in person or by proxy at a meeting for which not less than 21 days’ written notice is given). The board of directors has no right to amend the constitution. | |
Meetings of Shareholders | ||
Annual and Special Meetings Typical bylaws provide that annual meetings of stockholders are to be held on a date and at a time fixed by the board of directors. Under the Delaware General Corporation Law, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws. Quorum Requirements Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting. | Annual General Meetings All companies are required to hold an annual general meeting once every calendar year. The first annual general meeting was required to be held within 18 months of Kenon’s incorporation and subsequently, annual general meetings must be held within six months after Kenon’s financial year end. Extraordinary General Meetings Any general meeting other than the annual general meeting is called an “extraordinary general meeting.” Two or more members (shareholders) holding not less than 10% of the total number of issued shares (excluding treasury shares) may call an extraordinary general meeting. In addition, the constitution usually also provides that general meetings may be convened in accordance with the Singapore Companies Act by the directors. Notwithstanding anything in the constitution, the directors are required to convene a general meeting if required to do so by requisition (i.e., written notice to directors requiring that a meeting be called) by shareholder(s) holding not less than 10% of the total number of paid-up shares of Kenon carrying voting rights. Our constitution provides that the directors may, whenever they think fit, convene an extraordinary general meeting. Quorum Requirements Our constitution provides that shareholders entitled to vote holding 33 and 1/3 percent of our issued and paid-up shares, present in person or by proxy at a meeting, shall be a quorum. In the event a quorum is not present, the meeting may be adjourned for one week. |
Indemnification of Officers, Directors and Employers | ||
Under the Delaware General Corporation Law, subject to specified limitations in the case of derivative suits brought by a corporation’s stockholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person: • acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and • in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Delaware corporate law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper. To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by Delaware corporate law to indemnify such person for expenses (including attorneys’ fees) actually and reasonably incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified. | The Singapore Companies Act specifically provides that Kenon is allowed to: • purchase and maintain for any officer insurance against any liability attaching to such officer in respect of any negligence, default, breach of duty or breach of trust in relation to Kenon; • indemnify such officer against liability incurred by a director to a person other than Kenon except when the indemnity is against (i) any liability of the director to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (ii) any liability incurred by the officer (1) in defending criminal proceedings in which he is convicted, (2) in defending civil proceedings brought by Kenon or a related company of Kenon in which judgment is given against him or (3) in connection with an application for relief under specified sections of the Singapore Companies Act in which the court refuses to grant him relief. • indemnify any auditor against any liability incurred or to be incurred by such auditor in defending any proceedings (whether civil or criminal) in which judgment is given in such auditor’s favor or in which such auditor is acquitted; or • indemnify any auditor against any liability incurred by such auditor in connection with any application under specified sections of the Singapore Companies Act in which relief is granted to such auditor by a court. In cases where, inter alia, an officer is sued by Kenon the Singapore Companies Act gives the court the power to relieve directors either wholly or partially from the consequences of their negligence, default, breach of duty or breach of trust. However, Singapore case law has indicated that such relief will not be granted to a director who has benefited as a result of his or her breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably; (ii) the director acted honestly; and (iii) it is fair, having regard to all the circumstances of the case including those connected with such director’s appointment, to excuse the director. Our constitution currently provides that, subject to the provisions of the Singapore Companies Act and every other act for the time being in force concerning companies and affecting Kenon, every director, auditor, secretary or other officer of Kenon and its subsidiaries and affiliates shall be entitled to be indemnified by Kenon against all liabilities incurred by him in the execution and discharge of his duties and where he serves at the request of Kenon as a director, officer, employee or agent of any subsidiary or affiliate of Kenon or in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of Kenon, and in which judgment is given in his favor (or the proceedings otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted, or in connection with an application under statute in respect of such act or omission in which relief is granted to him by the court. |
Shareholder Approval of Business Combinations | ||
Generally, under the Delaware General Corporation Law, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote. The Delaware General Corporation Law also requires a special vote of stockholders in connection with a business combination with an “interested stockholder” as defined in section 203 of the Delaware General Corporation Law. For further information on such provisions, see “—Interested Shareholders” above. | The Singapore Companies Act mandates that specified corporate actions require approval by the shareholders in a general meeting, notably: • notwithstanding anything in Kenon’s constitution, directors are not permitted to carry into effect any proposals for disposing of the whole or substantially the whole of Kenon’s undertaking or property unless those proposals have been approved by shareholders in a general meeting; • subject to the constitution of each amalgamating company, an amalgamation proposal must be approved by the shareholders of each amalgamating company via special resolution at a general meeting; and • notwithstanding anything in Kenon’s constitution, the directors may not, without the prior approval of shareholders, issue shares, including shares being issued in connection with corporate actions. |
Shareholder Action Without a Meeting | ||
Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action. | There are no equivalent provisions under the Singapore Companies Act in respect of passing shareholders’ resolutions by written means that apply to public companies listed on a securities exchange. |
Shareholder Suits | ||
Under the Delaware General Corporation Law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action under the Delaware General Corporation Law have been met. A person may institute and maintain such a suit only if such person was a stockholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware case law, the plaintiff generally must be a stockholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. Delaware Law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. | Derivative actions The Singapore Companies Act has a provision which provides a mechanism enabling any registered shareholder to apply to the court for leave to bring a derivative action on behalf of In addition to registered shareholders, courts are given the discretion to allow such persons as they deem proper to apply as well (e.g., beneficial owners of shares or individual directors). the company. Class actions | |
The concept of class action suits, which allows individual shareholders to bring an action seeking to represent the class or classes of shareholders, generally does not exist in Singapore. However, it is possible as a matter of procedure for a number of shareholders to lead an action and establish liability on behalf of themselves and other shareholders who join in or who are made parties to the action. Further, there are certain circumstances in which shareholders may file and prove their claims for compensation in the event that Kenon has been convicted of a criminal offense or has a court order for the payment of a civil penalty made against it. Additionally, for as long as Kenon is listed in the U.S. or in Israel, Kenon has undertaken not to claim that it is not subject to any derivative/class action that may be filed against it in the U.S. or Israel, as applicable, solely on the basis that it is a Singapore company. |
Dividends or Other Distributions; Repurchases and Redemptions | ||
The Delaware General Corporation Law permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. Under the Delaware General Corporation Law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced. | The Singapore Companies Act provides that no dividends can be paid to shareholders except out of profits. The Singapore Companies Act does not provide a definition on when profits are deemed to be available for the purpose of paying dividends and this is accordingly governed by case law. Our constitution provides that no dividend can be paid otherwise than out of profits of Kenon. Acquisition of a company’s own shares The Singapore Companies Act generally prohibits a company from acquiring its own shares subject to certain exceptions. Any contract or transaction by which a company acquires or transfers its own shares is void. However, provided that it is expressly permitted to do so by its constitution and subject to the special conditions of each permitted acquisition contained in the Singapore Companies Act, Kenon may: • redeem redeemable preference shares (the redemption of these shares will not reduce the capital of Kenon). Preference shares may be redeemed out of capital if all the directors make a solvency statement in relation to such redemption in accordance with the Singapore Companies Act; • whether listed (on an approved exchange in Singapore or any securities exchange outside Singapore) or not, make an off-market purchase of its own shares in accordance with an equal access scheme authorized in advance at a general meeting; • whether listed on a securities exchange (in Singapore or outside Singapore) or not, make a selective off-market purchase of its own shares in accordance with an agreement authorized in advance at a general meeting by a special resolution where persons whose shares are to be acquired and their associated persons have abstained from voting; and • whether listed (on an approved exchange in Singapore or any securities exchange outside Singapore) or not, make an acquisition of its own shares under a contingent purchase contract which has been authorized in advance at a general meeting by a special resolution. Kenon may also purchase its own shares by an order of a Singapore court. The total number of ordinary shares that may be acquired by Kenon in a relevant period may not exceed 20% of the total number of ordinary shares in that class as of the date of the resolution pursuant to the relevant share repurchase provisions under the Singapore Companies Act. Where, however, Kenon has reduced its share capital by a special resolution or a Singapore court made an order to such effect, the total number of ordinary shares shall be taken to be the total number of ordinary shares in that class as altered by the special resolution or the order of the court. Payment must be made out of Kenon’s distributable profits or capital, provided that Kenon is solvent. Such payment may include any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by Kenon of its ordinary shares. Financial assistance for the acquisition of shares Kenon may not give financial assistance to any person whether directly or indirectly for the purpose of: • the acquisition or proposed acquisition of shares in Kenon or units of such shares; or • the acquisition or proposed acquisition of shares in its holding company or ultimate holding company, as the case may be, or units of such shares. Financial assistance may take the form of a loan, the giving of a guarantee, the provision of security, the release of an obligation, the release of a debt or otherwise. | |
However, |
Transactions with Officers and Directors | ||
Under the Delaware General Corporation Law, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the Delaware General Corporation Law, either (a) the stockholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum. | Under the Singapore Companies Act, the chief executive officer and directors are not prohibited from dealing with Kenon, but where they have an interest in a transaction with Kenon, that interest must be disclosed to the board of directors. In particular, the chief executive officer and every director who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with Kenon must, as soon as practicable after the relevant facts have come to such officer or director’s knowledge, declare the nature of such officer or director’s interest at a board of directors’ meeting or send a written notice to Kenon containing details on the nature, character and extent of his interest in the transaction or proposed transaction with Kenon. In addition, a director or chief executive officer who holds any office or possesses any property which, directly or indirectly, duties or interests might be created in conflict with such officer’s duties or interests as director or chief executive officer, is required to declare the fact and the nature, character and extent of the conflict at a meeting of directors or send a written notice to Kenon containing details on the nature, character and extent of the conflict. The Singapore Companies Act extends the scope of this statutory duty of a director or chief executive officer to disclose any interests by pronouncing that an interest of a member of the director’s or, as the case may be, the chief executive officer’s family (including spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter) will be treated as an interest of the director. | |
There is however no requirement for disclosure where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in the proposed transaction with Kenon if the interest may properly be regarded as immaterial. Where the proposed transaction relates to any loan to Kenon, no disclosure need be made where the director or chief executive officer has only guaranteed or joined in guaranteeing the repayment of such loan, unless the constitution provides otherwise. Further, where the proposed transaction is to be made with or for the benefit of a related corporation (i.e. the holding company, subsidiary or subsidiary of a common holding company) no disclosure need be made of the fact that the director or chief executive officer is also a director or chief executive officer of that corporation, unless the constitution provides otherwise. |
Subject to specified exceptions, including a loan to a director for expenditure in defending criminal or civil proceedings, etc. or in connection with an investigation, or an action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to Kenon, the Singapore Companies Act prohibits Kenon from: (i) making a loan or quasi-loan to its directors or to directors of a related corporation (each, a “relevant director”); (ii) giving a guarantee or security in connection with a loan or quasi-loan made to a relevant director by any other person; (iii) entering into a credit transaction as creditor for the benefit of a relevant director; (iv) giving a guarantee or security in connection with such credit transaction entered into by any person for the benefit of a relevant director; (v) taking part in an arrangement where another person enters into any of the transactions in (i) to (iv) above or (vi) below and such person obtains a benefit from Kenon or a related corporation; or (vi) arranging for the assignment to Kenon or assumption by Kenon of any rights, obligations or liabilities under a transaction in (i) to (v) above. Kenon is also prohibited from entering into the transactions in (i) to (vi) above with or for the benefit of a relevant director’s spouse or children (whether adopted or naturally or step-children). | ||
Dissenters’ Rights | ||
Under the Delaware General Corporation Law, a stockholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. | There are no equivalent provisions under the Singapore Companies Act. | |
Cumulative Voting | ||
Under the Delaware General Corporation Law, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a stockholder has the number of votes equal to the number of shares held by such stockholder times the number of directors nominated for election. The stockholder may cast all of such votes for one director or among the directors in any proportion. | There is no equivalent provision under the Singapore Companies Act in respect of companies incorporated in Singapore. |
Anti-Takeover Measures | |||||
Under the Delaware General Corporation Law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred stock with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares In addition, Delaware law does not prohibit a corporation from adopting a stockholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares. | The constitution of a Singapore company typically provides that the company may allot and issue new shares of a different class with preferential, deferred, qualified or other special rights as its board of directors may determine with the prior approval of the company’s shareholders in a general meeting. Our constitution provides that our shareholders may grant to our board the general authority to issue such preference shares until the next general meeting. For further information, see “Item 3.D Risk Factors—Risks Relating to Our Ordinary Shares—Our directors have general authority to allot and issue new shares on terms and conditions and with any preferences, rights or restrictions as may be determined by our board of directors in its sole discretion, which may dilute our existing shareholders. We may also issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to our existing shareholders” and “—Preference Shares.” Singapore law does not generally prohibit a corporation from adopting “poison pill” arrangements which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares. However, under the Singapore Code on Take-overs and Mergers, if, in the course of an offer, or even before the date of the offer announcement, the board of the offeree company has reason to believe that a bona fide offer is imminent, the board must not, except pursuant to a contract entered into earlier, take any action, without the approval of shareholders at a general meeting, on the affairs of the offeree company that could effectively result in any bona fide offer being frustrated or the shareholders being denied an opportunity to decide on its merits. For further information on the Singapore Code on Take-overs and Mergers, see “—Takeovers.” |
C. | Material Contracts |
D. | Exchange Controls |
E. | Taxation |
F. | Dividends and Paying Agents |
G. | Statement by Experts |
H. | Documents on Display |
I. | Subsidiary Information |
ITEM 11. | Quantitative and Qualitative Disclosures about Market Risk |
ITEM 12. | Description of Securities Other than Equity Securities |
A. | Debt Securities |
B. | Warrants and Rights |
C. | Other Securities |
D. | American Depositary Shares |
ITEM 13. | Defaults, Dividend Arrearages and Delinquencies |
ITEM 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
ITEM 15. | Controls and Procedures |
ITEM 16. | [RESERVED] |
ITEM 16A. | Audit Committee Financial Expert |
ITEM 16B. | Code of Ethics |
ITEM 16C. | Principal Accountant Fees and Services |
Year ended December 31, | Year ended December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
(in thousands of USD) | (in thousands of USD) | |||||||||||||||
Audit Fees1 | $ | 3,426 | $ | 2,948 | 3,052 | 3,426 | ||||||||||
Audit-Related Fees | 71 | 1 | 25 | 71 | ||||||||||||
Tax Fees2 | 841 | 729 | 1,351 | 841 | ||||||||||||
All Other Fees | 42 | 472 | 77 | 42 | ||||||||||||
Total | $ | 4,380 | $ | 4,150 | 4,505 | 4,380 |
Includes fees billed or accrued for professional services rendered by the principal accountant, and member firms in their respective network, for the audit of our annual financial statements, and those of our consolidated subsidiaries, as well as additional services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, except for those not required by statute or regulation. |
Tax fees consist of fees for professional services rendered during the fiscal year by the principal accountant mainly for tax compliance and assistance with tax audits and appeals. |
ITEM 16D. | Exemptions from the Listing Standards for Audit Committees |
ITEM 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
ITEM 16F. | Change in Registrant’s Certifying Accountant |
ITEM 16G. | Corporate Governance |
ITEM 16H. | Mine Safety Disclosure |
ITEM 17. | Financial Statements |
ITEM 18. | Financial Statements |
ITEM 19. | Exhibits |
Index to Exhibits
Exhibit Number | Description of Document | |
Exhibit Number | Description of Document | |
4.17* | ||
4.18* | ||
15.2* | Consent of Somekh Chaikin, a member firm of KPMG International | |
15.3* | Consent of Dixon Hughes Goodman LLP | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
1) | Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act. Omitted information has been filed separately with the SEC. |
2) | Portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
Page | |
F-1 – | |
F-14 – |
KPMG LLP | Telephone | +65 6213 3388 | |
16 Raffles Quay #22-00 | Fax | +65 6225 0984 | |
Hong Leong Building | Internet | www.kpmg.com.sg | |
Singapore 048581 |
- | assessing the selection of comparable companies based on publicly available market data in the same industry; and |
- | developing an estimate of fair value of the Qoros equity interests utilizing independently selected comparable companies and market multiples, and comparing that to the Company’s determined fair value of the Qoros equity interests. |
KPMG LLP | Telephone | +65 6213 3388 | |
16 Raffles Quay #22-00 | Fax | +65 6225 0984 | |
Hong Leong Building | Internet | www.kpmg.com.sg | |
Singapore 048581 |
As at December 31, | As at December 31, | ||||||||||||||||||||||
2019 | 2018 | 2020 | 2019 | ||||||||||||||||||||
Note | $ Thousands | Note | $ Thousands | ||||||||||||||||||||
Current assets | |||||||||||||||||||||||
Cash and cash equivalents | 5 | 147,153 | 131,123 | 5 | 286,184 | 147,153 | |||||||||||||||||
Short-term deposits and restricted cash | 6 | 33,554 | 49,938 | 6 | 564,247 | 33,554 | |||||||||||||||||
Trade receivables | 7 | 39,321 | 35,548 | 7 | 47,948 | 39,321 | |||||||||||||||||
Short-term derivative instruments | 245 | 726 | 114 | 245 | |||||||||||||||||||
Other current assets | 8 | 39,678 | 40,788 | 8 | 21,295 | 39,678 | |||||||||||||||||
Asset held for sale | 9.B.b.3 | 69,592 | 69,592 | 9.B.b.3 | - | 69,592 | |||||||||||||||||
Total current assets | 329,543 | 327,715 | 919,788 | 329,543 | |||||||||||||||||||
Non-current assets | |||||||||||||||||||||||
Investments in associated companies | 9 | 119,718 | 161,188 | 9 | 297,148 | 119,718 | |||||||||||||||||
Long-term investment | 9.B.b.3 | 235,218 | - | ||||||||||||||||||||
Long-term deposits and restricted cash | 77,350 | 48,640 | 71,954 | 77,350 | |||||||||||||||||||
Long term prepaid expenses | 11 | 30,185 | 23,573 | 11 | 44,649 | 30,185 | |||||||||||||||||
Long-term derivative instruments | 32.D.1 | 2,048 | - | 30.D.1 | 165 | 2,048 | |||||||||||||||||
Other non-current assets | 12 | 57,717 | 67,810 | 12 | - | 57,717 | |||||||||||||||||
Deferred payment receivable | 13 | 204,299 | 189,166 | 13 | - | 204,299 | |||||||||||||||||
Deferred taxes, net | 27.C.2 | 1,516 | 632 | 25.C.2 | 7,374 | 1,516 | |||||||||||||||||
Property, plant and equipment, net | 14 | 667,642 | 635,088 | 14 | 818,561 | 667,642 | |||||||||||||||||
Intangible assets, net | 15 | 1,233 | 1,306 | 15 | 1,452 | 1,233 | |||||||||||||||||
Right-of-use assets, net | 19 | 17,123 | - | 18 | 86,024 | 17,123 | |||||||||||||||||
Total non-current assets | 1,178,831 | 1,127,403 | 1,562,545 | 1,178,831 | |||||||||||||||||||
Total assets | 1,508,374 | 1,455,118 | 2,482,333 | 1,508,374 |
As at December 31, | As at December 31, | ||||||||||||||||||||||
2019 | 2018 | 2020 | 2019 | ||||||||||||||||||||
Note | $ Thousands | Note | $ Thousands | ||||||||||||||||||||
Current liabilities | |||||||||||||||||||||||
Current maturities of loans from banks and others | 16 | 45,605 | 23,235 | 16 | 46,471 | 45,605 | |||||||||||||||||
Trade payables | 17 | 36,007 | 47,672 | ||||||||||||||||||||
Trade and other payables | 17 | 128,242 | 52,258 | ||||||||||||||||||||
Short-term derivative instruments | 32.D.1 | 6,273 | - | 30.D.1 | 39,131 | 6,273 | |||||||||||||||||
Current tax liabilities | 8 | 6,939 | 9 | 8 | |||||||||||||||||||
Other current liabilities | 18 | 16,251 | 12,072 | ||||||||||||||||||||
Current maturities of lease liabilities | 861 | - | 14,084 | 861 | |||||||||||||||||||
Total current liabilities | 105,005 | 89,918 | 227,937 | 105,005 | |||||||||||||||||||
Non-current liabilities | |||||||||||||||||||||||
Long-term loans from banks and others | 16 | 503,647 | 487,759 | 16 | 575,688 | 503,647 | |||||||||||||||||
Debentures | 16 | 73,006 | 75,476 | 16 | 296,146 | 73,006 | |||||||||||||||||
Deferred taxes, net | 27.C.2 | 79,563 | 59,067 | 25.C.2 | 94,336 | 79,563 | |||||||||||||||||
Non-current tax liabilities | 29,510 | 26,811 | - | 29,510 | |||||||||||||||||||
Other non-current liabilities | 719 | 369 | 816 | 719 | |||||||||||||||||||
Long-term derivative instruments | 6,956 | - | |||||||||||||||||||||
Long-term lease liabilities | 5,136 | - | 4,446 | 5,136 | |||||||||||||||||||
Total non-current liabilities | 691,581 | 649,482 | 978,388 | 691,581 | |||||||||||||||||||
Total liabilities | 796,586 | 739,400 | 1,206,325 | 796,586 | |||||||||||||||||||
Equity | 21 | 20 | |||||||||||||||||||||
Share capital | 602,450 | 602,450 | 602,450 | 602,450 | |||||||||||||||||||
Translation reserve | 17,889 | 802 | 15,896 | 17,889 | |||||||||||||||||||
Capital reserve | 13,962 | 16,854 | (11,343 | ) | 13,962 | ||||||||||||||||||
Accumulated (loss)/profit | (10,949 | ) | 28,917 | ||||||||||||||||||||
Accumulated profit/(loss) | 459,820 | (10,949 | ) | ||||||||||||||||||||
Equity attributable to owners of the Company | 623,352 | 649,023 | 1,066,823 | 623,352 | |||||||||||||||||||
Non-controlling interests | 88,436 | 66,695 | 209,185 | 88,436 | |||||||||||||||||||
Total equity | 711,788 | 715,718 | 1,276,008 | 711,788 | |||||||||||||||||||
Total liabilities and equity | 1,508,374 | 1,455,118 | 2,482,333 | 1,508,374 |
_____________________________ | _____________________________ | _____________________________ | ||
Cyril Pierre-Jean Ducau | ||||
Chairman of Board of Directors | Robert L. Rosen CEO | Mark Hasson CFO |
For the year ended December 31, | For the year ended December 31, | ||||||||||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | ||||||||||||||||||||||||||
Note | $ Thousands | Note | $ Thousands | ||||||||||||||||||||||||||||
Continuing Operations | |||||||||||||||||||||||||||||||
Revenue | 23 | 373,473 | 364,012 | 365,704 | 21 | 386,470 | 373,473 | 364,012 | |||||||||||||||||||||||
Cost of sales and services (excluding depreciation) | 24 | (256,036 | ) | (259,515 | ) | (267,136 | ) | ||||||||||||||||||||||||
Depreciation | (31,141 | ) | (29,809 | ) | (30,102 | ) | |||||||||||||||||||||||||
Cost of sales and services (excluding depreciation and amortization) | 22 | (282,086 | ) | (256,036 | ) | (259,515 | ) | ||||||||||||||||||||||||
Depreciation and amortization | (33,135 | ) | (31,141 | ) | (29,809 | ) | |||||||||||||||||||||||||
Gross profit | 86,296 | 74,688 | 68,466 | 71,249 | 86,296 | 74,688 | |||||||||||||||||||||||||
Selling, general and administrative expenses | 25 | (35,854 | ) | (34,031 | ) | (56,292 | ) | 23 | (49,957 | ) | (36,436 | ) | (34,644 | ) | |||||||||||||||||
Write back of assets and investments | 9.B.a.2 | - | - | 28,758 | |||||||||||||||||||||||||||
Other expenses | (582 | ) | (613 | ) | (51 | ) | |||||||||||||||||||||||||
Write back of impairment of investment | 9.B.a.6 | 43,505 | - | - | |||||||||||||||||||||||||||
Other income | 6,114 | 2,147 | 1,410 | 1,721 | 6,114 | 2,147 | |||||||||||||||||||||||||
Operating profit | 66,518 | 55,974 | 42,191 | ||||||||||||||||||||||||||||
Financing expenses | 26 | (29,946 | ) | (30,382 | ) | (70,166 | ) | 24 | (51,174 | ) | (29,946 | ) | (30,382 | ) | |||||||||||||||||
Financing income | 26 | 17,679 | 28,592 | 2,904 | 24 | 14,291 | 17,679 | 28,592 | |||||||||||||||||||||||
Financing expenses, net | (12,267 | ) | (1,790 | ) | (67,262 | ) | (36,883 | ) | (12,267 | ) | (1,790 | ) | |||||||||||||||||||
Gain on third party investment in Qoros | 9.B.b.2 | - | 504,049 | - | |||||||||||||||||||||||||||
Fair value loss on put option | 9.B.b.2 | (18,957 | ) | (39,788 | ) | - | |||||||||||||||||||||||||
Recovery of financial guarantee | 9.B.b.6.h | 11,144 | 62,563 | - | |||||||||||||||||||||||||||
Share in losses of associated companies, net of tax | 9.A.2 | (41,430 | ) | (105,257 | ) | (110,665 | ) | ||||||||||||||||||||||||
(Loss)/profit before income taxes | (5,536 | ) | 461,968 | (135,636 | ) | ||||||||||||||||||||||||||
Net gains/(losses) related to Qoros | 9.B.b | 309,918 | (7,813 | ) | 526,824 | ||||||||||||||||||||||||||
Share in profit/(losses) of associated companies, net of tax | 9.A.2 | 160,894 | (41,430 | ) | (105,257 | ) | |||||||||||||||||||||||||
Profit/(loss) before income taxes | 500,447 | (5,536 | ) | 461,968 | |||||||||||||||||||||||||||
Income taxes | 27 | (16,675 | ) | (11,499 | ) | (72,809 | ) | 25 | (4,698 | ) | (16,675 | ) | (11,499 | ) | |||||||||||||||||
(Loss)/profit for the year from continuing operations | (22,211 | ) | 450,469 | (208,445 | ) | ||||||||||||||||||||||||||
Profit/(loss) for the year from discontinued operations | 1.B, 29 | ||||||||||||||||||||||||||||||
Profit/(loss) for the year from continuing operations | 495,749 | (22,211 | ) | 450,469 | |||||||||||||||||||||||||||
Gain/(loss) for the year from discontinued operations | 27 | ||||||||||||||||||||||||||||||
-Recovery of retained claims, net | 25,666 | 4,530 | - | 8,476 | 25,666 | 4,530 | |||||||||||||||||||||||||
-Other | (1,013 | ) | (10,161 | ) | 476,565 | - | (1,013 | ) | (10,161 | ) | |||||||||||||||||||||
24,653 | (5,631 | ) | 476,565 | 8,476 | 24,653 | (5,631 | ) | ||||||||||||||||||||||||
Profit for the year | 2,442 | 444,838 | 268,120 | 504,225 | 2,442 | 444,838 | |||||||||||||||||||||||||
Attributable to: | |||||||||||||||||||||||||||||||
Kenon’s shareholders | (13,359 | ) | 434,213 | 236,590 | 507,106 | (13,359 | ) | 434,213 | |||||||||||||||||||||||
Non-controlling interests | 15,801 | 10,625 | 31,530 | (2,881 | ) | 15,801 | 10,625 | ||||||||||||||||||||||||
Profit for the year | 2,442 | 444,838 | 268,120 | 504,225 | 2,442 | 444,838 | |||||||||||||||||||||||||
Basic/diluted profit per share attributable to Kenon’s shareholders (in dollars): | 28 | ||||||||||||||||||||||||||||||
Basic/diluted (loss)/profit per share | (0.25 | ) | 8.07 | 4.40 | |||||||||||||||||||||||||||
Basic/diluted (loss)/profit per share from continuing operations | (0.71 | ) | 8.17 | (4.00 | ) | ||||||||||||||||||||||||||
Basic/diluted profit/(loss) per share attributable to Kenon’s shareholders (in dollars): | 26 | ||||||||||||||||||||||||||||||
Basic/diluted profit/(loss) per share | 9.41 | (0.25 | ) | 8.07 | |||||||||||||||||||||||||||
Basic/diluted profit/(loss) per share from continuing operations | 9.25 | (0.71 | ) | 8.17 | |||||||||||||||||||||||||||
Basic/diluted profit/(loss) per share from discontinued operations | 0.46 | (0.10 | ) | 8.40 | 0.16 | 0.46 | (0.10 | ) |
For the year ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
Profit for the year | 2,442 | 444,838 | 268,120 | |||||||||
Items that are or will be subsequently reclassified to profit or loss | ||||||||||||
Foreign currency translation differences in respect of foreign operations | 22,523 | 8,672 | 29,320 | |||||||||
Foreign currency translation and capital reserves differences reclassified to profit or loss due to third party investment in Qoros | - | (15,073 | ) | - | ||||||||
Group’s share in other comprehensive loss of associated companies | (3,201 | ) | (177 | ) | (1,239 | ) | ||||||
Effective portion of change in the fair value of cash-flow hedges | (8,309 | ) | 491 | 19,489 | ||||||||
Change in fair value of derivative financial instruments used for hedging cash flows recorded to the cost of the hedged item | 1,351 | - | - | |||||||||
Change in fair value of derivatives used to hedge cash flows transferred to the statement of profit & loss | 2,743 | - | - | |||||||||
Income taxes in respect of components of other comprehensive income/(loss) | 252 | (104 | ) | (6,142 | ) | |||||||
Total other comprehensive income/(loss) for the year | 15,359 | (6,191 | ) | 41,428 | ||||||||
Total comprehensive income for the year | 17,801 | 438,647 | 309,548 | |||||||||
Attributable to: | ||||||||||||
Kenon’s shareholders | (2,353 | ) | 432,576 | 270,175 | ||||||||
Non-controlling interests | 20,154 | 6,071 | 39,373 | |||||||||
Total comprehensive income for the year | 17,801 | 438,647 | 309,548 |
For the year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
$ Thousands | ||||||||||||
Profit for the year | 504,225 | 2,442 | 444,838 | |||||||||
Items that are or will be subsequently reclassified to profit or loss | ||||||||||||
Foreign currency translation differences in respect of foreign operations | 36,354 | 22,523 | 8,672 | |||||||||
Reclassification of foreign currency and capital reserve differences on loss of significant influence | (23,425 | ) | - | (15,073 | ) | |||||||
Group’s share in other comprehensive income of associated companies | 1,873 | (3,201 | ) | (177 | ) | |||||||
Effective portion of change in the fair value of cash-flow hedges | (45,322 | ) | (8,309 | ) | 491 | |||||||
Change in fair value of derivative financial instruments used for hedging cash flows recorded to the cost of the hedged item | 3,067 | 1,351 | - | |||||||||
Change in fair value of derivatives used to hedge cash flows transferred to the statement of profit & loss | 6,300 | 2,743 | - | |||||||||
Income taxes in respect of components of other comprehensive income | 1,346 | 252 | (104 | ) | ||||||||
Total other comprehensive income for the year | (19,807 | ) | 15,359 | (6,191 | ) | |||||||
Total comprehensive income for the year | 484,418 | 17,801 | 438,647 | |||||||||
Attributable to: | ||||||||||||
Kenon’s shareholders | 486,165 | (2,353 | ) | 432,576 | ||||||||
Non-controlling interests | (1,747 | ) | 20,154 | 6,071 | ||||||||
Total comprehensive income for the year | 484,418 | 17,801 | 438,647 |
Non- | |||||||||||||||||||||||||||||||
controlling | |||||||||||||||||||||||||||||||
Attributable to the owners of the Company | interests | Total | |||||||||||||||||||||||||||||
Share | Translation | Capital | Accumulated | ||||||||||||||||||||||||||||
Capital | reserve | reserve | profit/(loss) | Total | |||||||||||||||||||||||||||
Note | $ Thousands | ||||||||||||||||||||||||||||||
Balance at January 1, 2019 | 602,450 | 802 | 16,854 | 28,917 | 649,023 | 66,695 | 715,718 | ||||||||||||||||||||||||
Transactions with owners, recognised directly in equity | |||||||||||||||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||||||||||||||
Share-based payment transactions | - | - | 1,222 | - | 1,222 | 324 | 1,546 | ||||||||||||||||||||||||
Dividends declared and paid | 21.D | - | - | - | (65,169 | ) | (65,169 | ) | (33,123 | ) | (98,292 | ) | |||||||||||||||||||
Total contributions by and distributions to owners | - | - | 1,222 | (65,169 | ) | (63,947 | ) | (32,799 | ) | (96,746 | ) | ||||||||||||||||||||
Changes in ownership interests in subsidiaries | |||||||||||||||||||||||||||||||
Sale of subsidiary | - | - | - | - | - | 299 | 299 | ||||||||||||||||||||||||
Dilution in investment in subsidiary | - | - | - | 41,863 | 41,863 | 34,537 | 76,400 | ||||||||||||||||||||||||
Acquisition of non-controlling interests without a change in control | - | - | (1,234 | ) | - | (1,234 | ) | (450 | ) | (1,684 | ) | ||||||||||||||||||||
Total changes in ownership interests in subsidiaries | - | - | (1,234 | ) | 41,863 | 40,629 | 34,386 | 75,015 | |||||||||||||||||||||||
Total comprehensive income for the year | |||||||||||||||||||||||||||||||
Net profit for the year | - | - | - | (13,359 | ) | (13,359 | ) | 15,801 | 2,442 | ||||||||||||||||||||||
Other comprehensive income/(loss) for the year, net of tax | - | 17,087 | (2,880 | ) | (3,201 | ) | 11,006 | 4,353 | 15,359 | ||||||||||||||||||||||
Total comprehensive income for the year | - | 17,087 | (2,880 | ) | (16,560 | ) | (2,353 | ) | 20,154 | 17,801 | |||||||||||||||||||||
Balance at December 31, 2019 | 602,450 | 17,889 | 13,962 | (10,949 | ) | 623,352 | 88,436 | 711,788 |
Non- | ||||||||||||||||||||||||||||||||
controlling | ||||||||||||||||||||||||||||||||
Attributable to the owners of the Company | interests | Total | ||||||||||||||||||||||||||||||
Share | Translation | Capital | Accumulated | |||||||||||||||||||||||||||||
Capital | reserve | reserve | profit/(loss) | Total | ||||||||||||||||||||||||||||
Note | $ Thousands | |||||||||||||||||||||||||||||||
Balance at January 1, 2020 | 602,450 | 17,889 | 13,962 | (10,949 | ) | 623,352 | 88,436 | 711,788 | ||||||||||||||||||||||||
Transactions with owners, recognised directly in equity | ||||||||||||||||||||||||||||||||
Contributions by and distributions to owners | ||||||||||||||||||||||||||||||||
Share-based payment transactions | - | - | 874 | - | 874 | 236 | 1,110 | |||||||||||||||||||||||||
Dividends declared and paid | 20.D | - | - | - | (120,133 | ) | (120,133 | ) | (12,412 | ) | (132,545 | ) | ||||||||||||||||||||
Total contributions by and distributions to owners | - | - | 874 | (120,133 | ) | (119,259 | ) | (12,176 | ) | (131,435 | ) | |||||||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||
Dilution in investment in subsidiary | 10.A.h | - | - | - | 80,674 | 80,674 | 136,170 | 216,844 | ||||||||||||||||||||||||
Acquisition of non-controlling interests without a change in control | - | - | (4,109 | ) | - | (4,109 | ) | (1,498 | ) | (5,607 | ) | |||||||||||||||||||||
Total changes in ownership interests in subsidiaries | - | - | (4,109 | ) | 80,674 | 76,565 | 134,672 | 211,237 | ||||||||||||||||||||||||
Total comprehensive income for the year | ||||||||||||||||||||||||||||||||
Net profit for the year | - | - | - | 507,106 | 507,106 | (2,881 | ) | 504,225 | ||||||||||||||||||||||||
Other comprehensive income for the year, net of tax | (1,993 | ) | (22,070 | ) | 3,122 | (20,941 | ) | 1,134 | (19,807 | ) | ||||||||||||||||||||||
Total comprehensive income for the year | - | (1,993 | ) | (22,070 | ) | 510,228 | 486,165 | (1,747 | ) | 484,418 | ||||||||||||||||||||||
Balance at December 31, 2020 | 602,450 | 15,896 | (11,343 | ) | 459,820 | 1,066,823 | 209,185 | 1,276,008 |
Non- | |||||||||||||||||||||||||||||||||||
controlling | |||||||||||||||||||||||||||||||||||
Attributable to the owners of the Company | interests | Total | |||||||||||||||||||||||||||||||||
Shareholder | |||||||||||||||||||||||||||||||||||
Share | transaction | Translation | Capital | Accumulated | |||||||||||||||||||||||||||||||
Capital | reserve | reserve | reserve | profit/(loss) | Total | ||||||||||||||||||||||||||||||
Note | $ Thousands | ||||||||||||||||||||||||||||||||||
Balance at January 1, 2018 | 1,267,210 | 3,540 | (1,592 | ) | 19,297 | (305,337 | ) | 983,118 | 68,229 | 1,051,347 | |||||||||||||||||||||||||
Transactions with owners, recognised directly in equity | |||||||||||||||||||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||||||||||||||||||
Share-based payment transactions | - | - | - | 1,411 | - | 1,411 | 403 | 1,814 | |||||||||||||||||||||||||||
Cash distribution to owners of the Company | 21.A | (664,760 | ) | - | - | - | - | (664,760 | ) | - | (664,760 | ) | |||||||||||||||||||||||
Dividend to holders of non-controlling interests in subsidiaries | - | - | - | - | - | - | (8,219 | ) | (8,219 | ) | |||||||||||||||||||||||||
Dividends declared and paid | 21.D | - | - | - | - | (100,118 | ) | (100,118 | ) | - | (100,118 | ) | |||||||||||||||||||||||
Transactions with controlling shareholder | - | (3,540 | ) | - | - | - | (3,540 | ) | - | (3,540 | ) | ||||||||||||||||||||||||
Total contributions by and distributions to owners | (664,760 | ) | (3,540 | ) | - | 1,411 | (100,118 | ) | (767,007 | ) | (7,816 | ) | (774,823 | ) | |||||||||||||||||||||
Changes in ownership interests in subsidiaries | |||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests without a change in control | - | - | - | - | 336 | 336 | 4 | 340 | |||||||||||||||||||||||||||
Acquisition of subsidiary with non-controlling interests | - | - | - | - | - | - | 207 | 207 | |||||||||||||||||||||||||||
Total changes in ownership interests in subsidiaries | - | - | - | - | 336 | 336 | 211 | 547 | |||||||||||||||||||||||||||
Total comprehensive income for the year | |||||||||||||||||||||||||||||||||||
Net profit for the year | - | - | - | - | 434,213 | 434,213 | 10,625 | 444,838 | |||||||||||||||||||||||||||
Other comprehensive income/(loss) for the year, net of tax | - | - | 2,394 | (3,854 | ) | (177 | ) | (1,637 | ) | (4,554 | ) | (6,191 | ) | ||||||||||||||||||||||
Total comprehensive income for the year | - | - | 2,394 | (3,854 | ) | 434,036 | 432,576 | 6,071 | 438,647 | ||||||||||||||||||||||||||
Balance at December 31, 2018 | 602,450 | - | 802 | 16,854 | 28,917 | 649,023 | 66,695 | 715,718 |
Non- | |||||||||||||||||||||||||||||||
controlling | |||||||||||||||||||||||||||||||
Attributable to the owners of the Company | interests | Total | |||||||||||||||||||||||||||||
Share | Translation | Capital | Accumulated | ||||||||||||||||||||||||||||
Capital | reserve | reserve | profit/(loss) | Total | |||||||||||||||||||||||||||
Note | $ Thousands | ||||||||||||||||||||||||||||||
Balance at January 1, 2019 | 602,450 | 802 | 16,854 | 28,917 | 649,023 | 66,695 | 715,718 | ||||||||||||||||||||||||
Transactions with owners, recognised directly in equity | |||||||||||||||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||||||||||||||
Share-based payment transactions | - | - | 1,222 | - | 1,222 | 324 | 1,546 | ||||||||||||||||||||||||
Dividends declared and paid | 20.D | - | - | - | (65,169 | ) | (65,169 | ) | (33,123 | ) | (98,292 | ) | |||||||||||||||||||
Total contributions by and distributions to owners | - | - | 1,222 | (65,169 | ) | (63,947 | ) | (32,799 | ) | (96,746 | ) | ||||||||||||||||||||
Changes in ownership interests in subsidiaries | |||||||||||||||||||||||||||||||
Sale of subsidiary | - | - | - | - | - | 299 | 299 | ||||||||||||||||||||||||
Dilution in investment in subsidiary | 10.A.h | - | - | - | 41,863 | 41,863 | 34,537 | 76,400 | |||||||||||||||||||||||
Acquisition of non-controlling interests without a change in control | - | - | (1,234 | ) | - | (1,234 | ) | (450 | ) | (1,684 | ) | ||||||||||||||||||||
Total changes in ownership interests in subsidiaries | - | - | (1,234 | ) | 41,863 | 40,629 | 34,386 | 75,015 | |||||||||||||||||||||||
Total comprehensive income for the year | |||||||||||||||||||||||||||||||
Net profit for the year | - | - | - | (13,359 | ) | (13,359 | ) | 15,801 | 2,442 | ||||||||||||||||||||||
Other comprehensive income for the year, net of tax | - | 17,087 | (2,880 | ) | (3,201 | ) | 11,006 | �� | 4,353 | 15,359 | |||||||||||||||||||||
Total comprehensive income for the year | - | 17,087 | (2,880 | ) | (16,560 | ) | (2,353 | ) | 20,154 | 17,801 | |||||||||||||||||||||
Balance at December 31, 2019 | 602,450 | 17,889 | 13,962 | (10,949 | ) | 623,352 | 88,436 | 711,788 |
Non- | |||||||||||||||||||||||||||||||||||
controlling | |||||||||||||||||||||||||||||||||||
Attributable to the Kenon’s shareholders | interests | Total | |||||||||||||||||||||||||||||||||
Shareholder | |||||||||||||||||||||||||||||||||||
Share | transaction | Translation | Capital | Accumulated | |||||||||||||||||||||||||||||||
Capital | reserve | reserve | reserves | deficit | Total | ||||||||||||||||||||||||||||||
Note | $ Thousands | ||||||||||||||||||||||||||||||||||
Balance at January 1, 2017 | 1,267,450 | 26,559 | (21,745 | ) | 11,575 | (602,598 | ) | 681,241 | 212,963 | 894,204 | |||||||||||||||||||||||||
Transactions with owners, recognised directly in equity | |||||||||||||||||||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||||||||||||||||||
Share-based payment transactions | (240 | ) | - | - | 748 | - | 508 | 449 | 957 | ||||||||||||||||||||||||||
Dividend declared and paid to holders of non-controlling interests in subsidiaries | - | - | - | - | - | - | (33,848 | ) | (33,848 | ) | |||||||||||||||||||||||||
Cash distribution to non-controlling interests in subsidiaries | - | - | - | - | - | - | (13,805 | ) | (13,805 | ) | |||||||||||||||||||||||||
Fair value of shareholder loan | - | (23,019 | ) | - | - | - | (23,019 | ) | - | (23,019 | ) | ||||||||||||||||||||||||
Total contributions by and distributions to owners | (240 | ) | (23,019 | ) | - | 748 | - | (22,511 | ) | (47,204 | ) | (69,715 | ) | ||||||||||||||||||||||
Changes in ownership interests in subsidiaries | |||||||||||||||||||||||||||||||||||
Sale of Colombian assets | - | - | - | - | - | - | (8,890 | ) | (8,890 | ) | |||||||||||||||||||||||||
Non-controlling interests in respect of business combination | - | - | - | - | - | - | (50 | ) | (50 | ) | |||||||||||||||||||||||||
Sale of subsidiaries - Latin America and Caribbean businesses | - | - | (5,650 | ) | 2,045 | - | (3,605 | ) | (170,513 | ) | (174,118 | ) | |||||||||||||||||||||||
Dilution of investment in subsidiary | 22 | - | - | 299 | (4,691 | ) | 62,210 | 57,818 | 42,550 | 100,368 | |||||||||||||||||||||||||
Total changes in ownership interests in subsidiaries | - | - | (5,351 | ) | (2,646 | ) | 62,210 | 54,213 | (136,903 | ) | (82,690 | ) | |||||||||||||||||||||||
Total comprehensive income for the year | |||||||||||||||||||||||||||||||||||
Net profit for the year | - | - | - | - | 236,590 | 236,590 | 31,530 | 268,120 | |||||||||||||||||||||||||||
Other comprehensive income/(loss) for the year, net of tax | - | - | 25,504 | 9,620 | (1,539 | ) | 33,585 | 7,843 | 41,428 | ||||||||||||||||||||||||||
Total comprehensive income for the year | - | - | 25,504 | 9,620 | 235,051 | 270,175 | 39,373 | 309,548 | |||||||||||||||||||||||||||
Balance at December 31, 2017 | 1,267,210 | 3,540 | (1,592 | ) | 19,297 | (305,337 | ) | 983,118 | 68,229 | 1,051,347 |
Non- | |||||||||||||||||||||||||||||||||||
controlling | |||||||||||||||||||||||||||||||||||
Attributable to the owners of the Company | interests | Total | |||||||||||||||||||||||||||||||||
Shareholder | |||||||||||||||||||||||||||||||||||
Share | transaction | Translation | Capital | Accumulated | |||||||||||||||||||||||||||||||
Capital | reserve | reserve | reserve | profit/(loss) | Total | ||||||||||||||||||||||||||||||
Note | $ Thousands | ||||||||||||||||||||||||||||||||||
Balance at January 1, 2018 | 1,267,210 | 3,540 | (1,592 | ) | 19,297 | (305,337 | ) | 983,118 | 68,229 | 1,051,347 | |||||||||||||||||||||||||
Transactions with owners, recognised directly in equity | |||||||||||||||||||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||||||||||||||||||
Share-based payment transactions | - | - | - | 1,411 | - | 1,411 | 403 | 1,814 | |||||||||||||||||||||||||||
Cash distribution to owners of the Company | 20.A | (664,760 | ) | - | - | - | - | (664,760 | ) | - | (664,760 | ) | |||||||||||||||||||||||
Dividend to holders of non-controlling interests in subsidiaries | - | - | - | - | - | - | (8,219 | ) | (8,219 | ) | |||||||||||||||||||||||||
Dividends declared and paid | 20.D | - | - | - | - | (100,118 | ) | (100,118 | ) | - | (100,118 | ) | |||||||||||||||||||||||
Transactions with controlling shareholder | - | (3,540 | ) | - | - | - | (3,540 | ) | - | (3,540 | ) | ||||||||||||||||||||||||
Total contributions by and distributions to owners | (664,760 | ) | (3,540 | ) | - | 1,411 | (100,118 | ) | (767,007 | ) | (7,816 | ) | (774,823 | ) | |||||||||||||||||||||
Changes in ownership interests in subsidiaries | |||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests without a change in control | - | - | - | - | 336 | 336 | 4 | 340 | |||||||||||||||||||||||||||
Acquisition of subsidiary with non-controlling interests | - | - | - | - | - | - | 207 | 207 | |||||||||||||||||||||||||||
Total changes in ownership interests in subsidiaries | - | - | - | - | 336 | 336 | 211 | 547 | |||||||||||||||||||||||||||
Total comprehensive income for the year | |||||||||||||||||||||||||||||||||||
Net profit for the year | - | - | - | - | 434,213 | 434,213 | 10,625 | 444,838 | |||||||||||||||||||||||||||
Other comprehensive income for the year, net of tax | - | - | 2,394 | (3,854 | ) | (177 | ) | (1,637 | ) | (4,554 | ) | (6,191 | ) | ||||||||||||||||||||||
Total comprehensive income for the year | - | - | 2,394 | (3,854 | ) | 434,036 | 432,576 | 6,071 | 438,647 | ||||||||||||||||||||||||||
Balance at December 31, 2018 | 602,450 | - | 802 | 16,854 | 28,917 | 649,023 | 66,695 | 715,718 |
For the year ended December 31 | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
Cash flows from operating activities | ||||||||||||
Profit for the year | 2,442 | 444,838 | 268,120 | |||||||||
Adjustments: | ||||||||||||
Depreciation and amortization | 32,092 | 30,416 | 178,461 | |||||||||
Impairment/(write back) of assets and investments | - | 4,812 | (8,314 | ) | ||||||||
Financing expenses, net | 12,267 | 1,790 | 275,799 | |||||||||
Share in losses of associated companies, net | 41,430 | 105,257 | 109,980 | |||||||||
Capital gains, net* | (492 | ) | - | (25,529 | ) | |||||||
Loss on disposal of property, plant and equipment, net | - | 206 | - | |||||||||
Net change in fair value of derivative financial instruments | 352 | 1,002 | - | |||||||||
Recovery of financial guarantee | (11,144 | ) | (62,563 | ) | - | |||||||
Bad debt expense | - | - | 7,866 | |||||||||
Gain on third party investment in Qoros | - | (504,049 | ) | - | ||||||||
Fair value loss on put option | 18,957 | 39,788 | - | |||||||||
Retained claim | (30,000 | ) | - | - | ||||||||
Write down of other payables | - | 489 | - | |||||||||
Share-based payments | 1,546 | 1,814 | 957 | |||||||||
Income taxes | 22,022 | 16,244 | 278,447 | |||||||||
89,472 | 80,044 | 1,085,787 | ||||||||||
Change in inventories | - | - | 1,291 | |||||||||
Change in trade and other receivables | 4,338 | 9,192 | (62,436 | ) | ||||||||
Change in trade and other payables | (5,968 | ) | (35,311 | ) | (568,364 | ) | ||||||
Change in provisions and employee benefits | - | - | 2,021 | |||||||||
Cash generated from operating activities | 87,842 | 53,925 | 458,299 | |||||||||
Income taxes paid, net | (2,453 | ) | (1,546 | ) | (66,830 | ) | ||||||
Dividends received from investments in associates | - | - | 382 | |||||||||
Net cash provided by operating activities | 85,389 | 52,379 | 391,851 |
For the year ended December 31, | ||||||||||||||||
2020 | 2019 | 2018 | ||||||||||||||
Note | $ Thousands | |||||||||||||||
Cash flows from operating activities | ||||||||||||||||
Profit for the year | 504,225 | 2,442 | 444,838 | |||||||||||||
Adjustments: | ||||||||||||||||
Depreciation and amortization | 34,171 | 32,092 | 30,416 | |||||||||||||
(Write back)/impairment of assets and investments | (43,505 | ) | - | 4,812 | ||||||||||||
Financing expenses, net | 36,883 | 12,267 | 1,790 | |||||||||||||
Share in (profit)/losses of associated companies, net | (160,894 | ) | 41,430 | 105,257 | ||||||||||||
(Gains)/losses on disposal of property, plant and equipment, net | (1,551 | ) | (492 | ) | 206 | |||||||||||
Net change in fair value of derivative financial instruments | - | 352 | 1,002 | |||||||||||||
Net (gains)/losses related to Qoros | 9.B.b | (309,918 | ) | 7,813 | (526,824 | ) | ||||||||||
Recovery of retained claims | 27 | (9,923 | ) | (30,000 | ) | - | ||||||||||
Write down of other payables | - | - | 489 | |||||||||||||
Share-based payments | 1,110 | 1,546 | 1,814 | |||||||||||||
Income taxes | 6,145 | 22,022 | 16,244 | |||||||||||||
56,743 | 89,472 | 80,044 | ||||||||||||||
Change in trade and other receivables | (9,669 | ) | 4,338 | 9,192 | ||||||||||||
Change in trade and other payables | 45,061 | (5,968 | ) | (35,311 | ) | |||||||||||
Cash generated from operating activities | 92,135 | 87,842 | 53,925 | |||||||||||||
Income taxes recovered/(paid), net | 61 | (2,453 | ) | (1,546 | ) | |||||||||||
Net cash provided by operating activities | 92,196 | 85,389 | 52,379 |
For the year ended December 31, | For the year ended December 31, | ||||||||||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | ||||||||||||||||||||||||||
Note | $ Thousands | Note | $ Thousands | ||||||||||||||||||||||||||||
Cash flows from investing activities | |||||||||||||||||||||||||||||||
Proceeds from sale of property, plant and equipment and intangible assets | - | 66 | 4,727 | 546 | - | 66 | |||||||||||||||||||||||||
Short-term deposits and loans, net | 19,554 | (28,511 | ) | (4,876 | ) | ||||||||||||||||||||||||||
Short-term deposits and restricted cash, net | (501,618 | ) | 19,554 | (28,511 | ) | ||||||||||||||||||||||||||
Investment in long-term deposits, net | (24,947 | ) | (13,560 | ) | - | 6,997 | (24,947 | ) | (13,560 | ) | |||||||||||||||||||||
Proceeds from sale of subsidiary less cash sold | 880 | - | - | ||||||||||||||||||||||||||||
Deferred consideration in respect of sale of subsidiary, net of cash disposed off | Deferred consideration in respect of sale of subsidiary, net of cash disposed off | 407 | 880 | - | |||||||||||||||||||||||||||
Cash paid for asset acquisition, less cash acquired | - | (2,344 | ) | - | - | - | (2,344 | ) | |||||||||||||||||||||||
Sale of subsidiaries - Latin America and Caribbean businesses, net of cash disposed off | 29 | - | - | 792,585 | |||||||||||||||||||||||||||
Income tax paid | (5,629 | ) | (169,845 | ) | - | (32,332 | ) | (5,629 | ) | (169,845 | ) | ||||||||||||||||||||
Sale of Colombian assets, net of cash disposed off | - | - | 600 | ||||||||||||||||||||||||||||
Investment in associates | - | (90,154 | ) | - | - | - | (90,154 | ) | |||||||||||||||||||||||
Acquisition of property, plant and equipment | (34,141 | ) | (69,314 | ) | (227,601 | ) | (74,456 | ) | (34,141 | ) | (69,314 | ) | |||||||||||||||||||
Acquisition of intangible assets | (258 | ) | (132 | ) | (10,412 | ) | (368 | ) | (258 | ) | (132 | ) | |||||||||||||||||||
(Payment of)/proceeds from realization of long-term deposits | (3,138 | ) | 18,476 | 4,655 | - | (3,138 | ) | 18,476 | |||||||||||||||||||||||
Interest received | 2,469 | 12,578 | 6,825 | 709 | 2,469 | 12,578 | |||||||||||||||||||||||||
Deferred consideration in respect of acquisition of subsidiary | (13,632 | ) | - | - | |||||||||||||||||||||||||||
Long-term advance deposits and prepaid expenses | (57,591 | ) | - | - | |||||||||||||||||||||||||||
(Payment of)/proceeds from transactions in derivatives, net | (929 | ) | 31 | - | (3,963 | ) | (929 | ) | 31 | ||||||||||||||||||||||
Proceeds from dilution of third party investment in Qoros | - | 259,749 | - | ||||||||||||||||||||||||||||
Receipt from recovery of/(payment of) financial guarantee | 10,963 | 18,336 | (72,278 | ) | |||||||||||||||||||||||||||
Proceeds from deferred payment | 217,810 | - | - | ||||||||||||||||||||||||||||
Proceeds from sale of interest in Qoros | 9.B.b.3 | 219,723 | - | 259,749 | |||||||||||||||||||||||||||
Receipt from recovery of financial guarantee | 9.B.b.4.h | 6,265 | 10,963 | 18,336 | |||||||||||||||||||||||||||
Payment of transaction cost for sale of subsidiaries | - | (48,759 | ) | - | - | - | (48,759 | ) | |||||||||||||||||||||||
Energuate purchase adjustment | - | - | 10,272 | ||||||||||||||||||||||||||||
Insurance claim received | - | - | 80,000 | ||||||||||||||||||||||||||||
Retained claims received, net | 30,196 | - | - | ||||||||||||||||||||||||||||
Net cash (used in)/provided by investing activities | (4,980 | ) | (113,383 | ) | 584,497 | ||||||||||||||||||||||||||
Recovery of retained claims | 9,923 | 30,196 | - | ||||||||||||||||||||||||||||
Net cash used in investing activities | (221,580 | ) | (4,980 | ) | (113,383 | ) | |||||||||||||||||||||||||
Cash flows from financing activities | |||||||||||||||||||||||||||||||
Dividend paid to non-controlling interests | (33,123 | ) | (8,219 | ) | (29,443 | ) | |||||||||||||||||||||||||
Dividends paid to holders of non-controlling interests | (12,412 | ) | (33,123 | ) | (8,219 | ) | |||||||||||||||||||||||||
Dividends paid | (65,169 | ) | (100,084 | ) | - | (120,115 | ) | (65,169 | ) | (100,084 | ) | ||||||||||||||||||||
Capital distribution | - | (664,700 | ) | - | - | - | (664,700 | ) | |||||||||||||||||||||||
Proceeds from issuance of shares to holders of non-controlling interests in subsidiaries | 76,400 | - | 100,478 | ||||||||||||||||||||||||||||
Payment of issuance expenses related to long term debt | - | - | (34,391 | ) | |||||||||||||||||||||||||||
Payment of consent fee | - | - | (4,547 | ) | |||||||||||||||||||||||||||
Receipt of long-term loans and issuance of debentures | - | 33,762 | 1,938,877 | ||||||||||||||||||||||||||||
Repayment of long-term loans and debentures, derivative financial instrument and lease liabilities | (30,068 | ) | (376,412 | ) | (1,506,553 | ) | |||||||||||||||||||||||||
Investments of holders of non-controlling interests in the capital of a subsidiary | Investments of holders of non-controlling interests in the capital of a subsidiary | 32 | - | - | |||||||||||||||||||||||||||
Costs paid in advance in respect of taking out of loans | (8,556 | ) | (1,833 | ) | (656 | ) | |||||||||||||||||||||||||
Payment of early redemption commission with respect to the debentures (Series A) | (11,202 | ) | - | - | |||||||||||||||||||||||||||
Proceeds from issuance of share capital by a subsidiary to non-controlling interests, net of issuance expenses | 216,844 | 76,400 | - | ||||||||||||||||||||||||||||
Proceeds from long-term loans | 73,236 | - | 33,762 | ||||||||||||||||||||||||||||
Proceeds from issuance of debentures, net of issuance expenses | 280,874 | - | - | ||||||||||||||||||||||||||||
Repayment of long-term loans and debentures, derivative financial instruments and lease liabilities | (130,210 | ) | (28,235 | ) | (375,756 | ) | |||||||||||||||||||||||||
Short-term credit from banks and others, net | 139 | (77,073 | ) | (126,287 | ) | (134 | ) | 139 | (77,073 | ) | |||||||||||||||||||||
Payment of swap unwinding and early repayment fee | - | - | (46,966 | ) | |||||||||||||||||||||||||||
Purchase of non-controlling interest | (413 | ) | - | (13,805 | ) | ||||||||||||||||||||||||||
Acquisition of non-controlling interests | (7,558 | ) | (413 | ) | - | ||||||||||||||||||||||||||
Interest paid | (21,414 | ) | (24,875 | ) | (180,242 | ) | (24,989 | ) | (21,414 | ) | (24,875 | ) | |||||||||||||||||||
Net cash (used in)/provided by financing activities | (73,648 | ) | (1,217,601 | ) | 97,121 | ||||||||||||||||||||||||||
Net cash provided by/(used in) financing activities | 255,810 | (73,648 | ) | (1,217,601 | ) | ||||||||||||||||||||||||||
Increase/(decrease) in cash and cash equivalents | 6,761 | (1,278,605 | ) | 1,073,469 | 126,426 | 6,761 | (1,278,605 | ) | |||||||||||||||||||||||
Cash and cash equivalents at beginning of the year | 131,123 | 1,417,388 | 326,635 | 147,153 | 131,123 | 1,417,388 | |||||||||||||||||||||||||
Effect of exchange rate fluctuations on balances of cash and cash equivalents | 9,269 | (7,660 | ) | 17,284 | Effect of exchange rate fluctuations on balances of cash and cash equivalents | 12,605 | 9,269 | (7,660 | ) | ||||||||||||||||||||||
Cash and cash equivalents at end of the year | 147,153 | 131,123 | 1,417,388 | 286,184 | 147,153 | 131,123 |
A. | The Reporting Entity |
Definitions |
A. | Declaration of compliance with International Financial Reporting Standards (IFRS) |
B. | Functional and presentation currency |
C. | Basis of measurement |
D. | Use of estimates and judgment |
1. |
A. | First-time application of new accounting standards, amendments and interpretations |
B. | Basis for consolidation/combination |
(1) | Business combinations |
(2) | Subsidiaries |
(3) | Non-Controlling Interest (“NCI”) |
Investments in equity-accounted investees |
(5) | Loss of significant influence |
(6) | Change in interest held in equity accounted investees while retaining significant influence |
(7) | Intra-group |
(8) | Reorganizations under |
C. | Foreign currency |
(1) | Foreign currency transactions |
(2) | Foreign operations |
D. | Cash and Cash Equivalents |
E. |
a) | Classification and measurement of financial assets and financial liabilities |
- | The objective of the entity's business model is to hold the financial asset to collect the contractual cash flows; and |
- | The contractual terms of the financial asset create entitlement on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
b) | Subsequent measurement |
c) | Impairment |
- | Contract assets (as defined in IFRS 15) |
- | Financial assets measured at amortized |
- | Financial |
- | Lease receivables. |
- | It is not probable that the borrower will fully meet its payment obligations to the Company, and the Company has no right to perform actions such as the realization of collaterals (if any); or |
- | The contractual payments in respect of the financial asset are more than 90 days in arrears. |
F. | Property, plant and equipment, net |
(1) | Recognition and measurement |
(2) | Subsequent Cost |
(3) | Depreciation |
Years | ||||
Roads, buildings and leasehold improvements (*) | 3 – 30 | |||
Facilities, machinery and equipment | 5 – 30 | |||
Computers | 3 | |||
Office furniture and equipment | 3 – 16 | |||
Others | 5 – 15 | |||
G. | Intangible assets, net |
(1) | Recognition and measurement |
Goodwill | Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment; and any impairment loss is allocated to the carrying amount of the equity investee as a whole. |
Software | Software acquired by the Group having a finite useful life is measured at cost less accumulated amortization and any accumulated impairment losses. |
Customer relationships | Intangible assets acquired as part of a business combination and are recognized separately from goodwill if the assets are separable or arise from contractual or other legal rights and their fair value can be measured reliably. Customer relationships are measured at cost less accumulated amortization and any accumulated impairment losses. |
Other intangible assets | Other intangible assets, including licenses, patents and trademarks, which are acquired by the Group having finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses. |
(2) | Amortization |
• | Software | 3-10 years |
• | Others | 1-33 years |
(3) | Subsequent expenditure |
H. | Service Concession arrangements The Group has examined the characteristics, conditions and terms currently in effect under its electric energy distribution license and the guidelines established by IFRIC 12. On the basis of such analysis, the Group concluded that its license is outside the scope of IFRIC 12, primarily because the grantor does not control any significant residual interest in the infrastructure at the end of the term of the arrangement and the possibility of renewal. The Group accounts for the assets acquired or constructed in connection with the Concessions in accordance with IAS 16 Property, plant and equipment. |
I. | Leases |
- | Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term and leases which end within 12 months from the date of initial application. |
- | Excluded initial direct costs from measuring the right-of-use asset at the date of initial application. |
- | Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease. |
– | Land – 25–49 years. |
– |
– | Offices – 9 years. |
J. | Borrowing costs |
K. | Impairment of non-financial assets |
L. | Employee benefits |
(1) | Short-term employee benefits |
(2) | Bonus plans transactions |
(3) | Termination Benefits |
(4) | Defined Benefit Plans |
(5) | Share-based compensation plans |
M. | Provisions |
N. | Revenue recognition |
(A) | The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying their obligations thereunder; |
(B) | The Group is able to identify the rights of each party in relation to the goods or services that are to be transferred; |
(C) | The Group is able to identify the payment terms for the goods or services that are to be transferred; |
(D) | The contract has commercial substance (i.e., the entity’s risk, timing and amount of future cash flows are expected to change as a result of the contract); and |
(E) | It is probable that the consideration to which the Group is entitled to in exchange for the goods or services transferred to the customer will be collected. |
(A) | Negotiations were held on the contracts as one package with a single commercial purpose; |
(B) | The amount of the consideration in one contract depends on the price or performance of a different contract; or |
(C) | The goods or services promised in the contracts (or certain goods or services promised in each one of the contracts) constitute a single performance obligation. |
(A) | Goods or services (or a bundle of goods or services) that are distinct; or |
(B) | A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. |
O. | Government grants |
P. | Deposits received from consumers |
Q. | Energy purchase |
R. | Financing income and expenses |
S. | Income taxes |
T. | Earnings per share |
U. | Share capital – ordinary shares |
W. | Operating segment and geographic information |
1. | OPC – OPC Energy Ltd and its subsidiaries operate in the Israeli electricity generation sector, including the initiation, development, construction and operation of power plants and the sale and supply of electricity. They are aggregated to form one reportable segment, taking into consideration the economic characteristics of each individual entities. |
2. | Quantum – Quantum (2007) LLC is a wholly owned subsidiary of Kenon which holds Kenon’s interest in Qoros Automotive Co. Ltd. (“Qoros”). Qoros is a China-based automotive company that is jointly-owned by Quantum together with Baoneng Group and Wuhu Chery Automobile Investment Co., Ltd., (“Wuhu Chery”). |
3. | ZIM – ZIM Integrated Shipping Services, Ltd., an associated company, is an Israeli global container shipping company. |
X. | Transactions with controlling shareholders |
Y. | New standards and interpretations not yet adopted |
- | IAS 1), |
- |
A. |
Non-derivative financial liabilities |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Cash in banks | 53,810 | 72,074 | ||||||
Time deposits | 93,343 | 59,049 | ||||||
147,153 | 131,123 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Cash in banks | 255,750 | 53,810 | ||||||
Time deposits | 30,434 | 93,343 | ||||||
286,184 | 147,153 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Short-term deposits and restricted cash (1) | 564,247 | 33,554 |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Short-term deposits and restricted cash (1) | 33,497 | 49,881 | ||||||
Others | 57 | 57 | ||||||
33,554 | 49,938 |
(1) |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Trade receivables | 39,321 | 35,548 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Trade receivables | 47,948 | 39,321 |
As at December 31, | As at December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Advances to suppliers | 843 | 827 | 876 | 843 | ||||||||||||
Prepaid expenses | 2,631 | 1,740 | 4,061 | 2,631 | ||||||||||||
Government institutions | 1,879 | 5,362 | 3,192 | 1,879 | ||||||||||||
Contingent consideration (1) | - | 4,500 | ||||||||||||||
Indemnification asset (2) | 14,750 | - | ||||||||||||||
Qoros put option (3) | 15,571 | 24,435 | ||||||||||||||
Indemnification asset (1) | 9,047 | 14,750 | ||||||||||||||
Qoros put option (2) | - | 15,571 | ||||||||||||||
Others | 4,004 | 3,924 | 4,119 | 4,004 | ||||||||||||
39,678 | 40,788 | 21,295 | 39,678 |
(1) |
Mainly relates to compensation receivable from OPC Hadera contractor as a result of the delay in the construction of the Hadera Power Plant. Please refer to Note |
Refer to Note |
A. | Condensed information regarding significant associated companies |
1. | Condensed financial information with respect to the statement of financial position |
ZIM | Qoros* | |||||||||||
As at December 31, | ||||||||||||
2020 | 2019 | 2019 | ||||||||||
$ Thousands | ||||||||||||
Principal place of business | International | China | ||||||||||
Proportion of ownership interest | 32 | % | 32 | % | 24 | % | ||||||
Current assets | 1,201,628 | 630,817 | 570,764 | |||||||||
Non-current assets | 1,622,613 | 1,295,277 | 1,136,740 | |||||||||
Current liabilities | (1,151,510 | ) | (926,339 | ) | (1,080,340 | ) | ||||||
Non-current liabilities | (1,398,276 | ) | (1,252,022 | ) | (503,193 | ) | ||||||
Non-controlling interests | (7,189 | ) | (5,402 | ) | - | |||||||
Total net assets/(liabilities) attributable to the Group | 267,266 | (257,669 | ) | 123,971 | ||||||||
Share of Group in net assets/(liabilities) | 85,525 | (82,454 | ) | 14,877 | ||||||||
Adjustments: | ||||||||||||
Write back of assets and investment | 43,505 | - | - | |||||||||
Currency translation | - | - | 20,571 | |||||||||
Excess cost | 168,118 | 166,724 | - | |||||||||
Book value of investment | 297,148 | 84,270 | 35,448 | |||||||||
Investments in associated companies | 297,148 | 84,270 | 35,448 | |||||||||
Asset held for sale | - | - | 69,592 |
ZIM | Qoros | |||||||||||||||
As at December 31, | ||||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
$ Thousands | ||||||||||||||||
Principal place of business | International | China | ||||||||||||||
Proportion of ownership interest | 32% | 32% | 24% | 24% | ||||||||||||
Current assets | 630,817 | 746,636 | 570,764 | 724,697 | ||||||||||||
Non-current assets | 1,295,277 | 1,079,501 | 1,136,740 | 1,188,996 | ||||||||||||
Current liabilities | (926,339 | ) | (932,969 | ) | (1,080,340 | ) | (939,950 | ) | ||||||||
Non-current liabilities | (1,252,022 | ) | (1,117,180 | ) | (503,193 | ) | (534,720 | ) | ||||||||
Non-controlling interests | (5,402 | ) | (6,282 | ) | - | - | ||||||||||
Total net (liabilities)/assets attributable to the Group | (257,669 | ) | (230,294 | ) | 123,971 | 439,023 | ||||||||||
Share of Group in net (liabilities)/assets | (82,454 | ) | (73,694 | ) | 14,877 | 105,366 | ||||||||||
Adjustments: | ||||||||||||||||
Currency translation | - | - | 20,571 | 33,818 | ||||||||||||
Excess cost | 166,724 | 165,290 | - | - | ||||||||||||
Book value of investment | 84,270 | 91,596 | 35,448 | 139,184 | ||||||||||||
Investment in associated companies | 84,270 | 91,596 | 35,448 | 69,592 | ||||||||||||
Asset held for sale (1) | - | - | 69,592 | 69,592 |
* | As a result of the completion of the 12% sale of interest in Qoros in April 2020, Kenon has ceased to classify its remaining interest in Qoros as an investment in associate. Refer to Note Note 9.B.b.3 for further details. |
* As a result of the transaction described in Note 9.B.b.3, Share of Group in net (liabilities)/assets in Qoros in 2019 is 12%.
(1) Refer to Note 9.B.b.3 for further details.
2. | Condensed financial information with respect to results of operations |
ZIM | Qoros* | |||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||
2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Revenue | 3,299,761 | 3,247,864 | 2,978,291 | 349,832 | 811,997 | 280,079 | ||||||||||||||||||
(Loss) / income ** | (18,148 | ) | (125,653 | ) | 6,235 | (312,007 | ) | (330,023 | ) | (242,395 | ) | |||||||||||||
Other comprehensive (loss) / income ** | (9,999 | ) | (6,057 | ) | (3,871 | ) | (8 | ) | (23 | ) | 31 | |||||||||||||
Total comprehensive (loss) / income | (28,147 | ) | (131,710 | ) | 2,364 | (312,015 | ) | (330,046 | ) | (242,364 | ) | |||||||||||||
Kenon’s share of comprehensive | ||||||||||||||||||||||||
(loss) / income | (9,007 | ) | (42,147 | ) | 756 | (37,442 | ) | (79,211 | ) | (121,182 | ) | |||||||||||||
Adjustments | 1,432 | 13,290 | 8,538 | 386 | 873 | (16 | ) | |||||||||||||||||
Kenon’s share of comprehensive | ||||||||||||||||||||||||
(loss) / income presented in the books | (7,575 | ) | (28,857 | ) | 9,294 | (37,056 | ) | (78,338 | ) | (121,198 | ) |
ZIM | Qoros* | |||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||
2020 | 2019 | 2018 | 2020*** | 2019 | 2018 | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Revenue | 3,991,696 | 3,299,761 | 3,247,864 | 23,852 | 349,832 | 811,997 | ||||||||||||||||||
(Loss) / income ** | 517,961 | (18,149 | ) | (125,653 | ) | (52,089 | ) | (312,007 | ) | (330,023 | ) | |||||||||||||
Other comprehensive income ** | 5,854 | (9,999 | ) | (6,057 | ) | (3 | ) | (8 | ) | (23 | ) | |||||||||||||
Total comprehensive income | 523,815 | (28,148 | ) | (131,710 | ) | (52,092 | ) | (312,015 | ) | (330,046 | ) | |||||||||||||
Kenon’s share of comprehensive income | 167,621 | (9,007 | ) | (42,147 | ) | (6,251 | ) | (37,442 | ) | (79,211 | ) | |||||||||||||
Adjustments | 1,394 | 1,432 | 13,290 | 3 | 386 | 873 | ||||||||||||||||||
Kenon’s share of comprehensive income presented in the books | 169,015 | (7,575 | ) | (28,857 | ) | (6,248 | ) | (37,056 | ) | (78,338 | ) |
* | The depreciation and amortization, interest income, interest expense and income tax expenses recorded by Qoros during |
** | Excludes portion attributable to non-controlling interest. |
*** | The 2020 equity accounted results reflect Kenon’s share of losses in Qoros until the completion date of the sale, i.e. April 29, 2020. |
4. | Initial public offering |
5. | Factoring facility |
6. | Impairment assessment |
1) | An implied EV/EBITDA range of 5.5x to 6.5x based on LTM EBITDA multiples of comparable companies as of latest publicly available financial information; |
2) | An estimated sustainable EBITDA computed based on the average EBITDA of the last three years; and |
3) | Costs of disposal of 2% of EV. |
b. | Qoros Automotive Co. Ltd. (“Qoros”) |
For the year ended December 31, | |||||||||||||
2020 | 2019 | 2018 | |||||||||||
Note | $ Thousands | ||||||||||||
Gain on sale of 26% interest in Qoros | 9.B.b.2 | - | - | 504,049 | |||||||||
Gain on sale of 12% interest in Qoros | 9.B.b.3 | 152,610 | - | - | |||||||||
Fair value gain on long-term investment | 9.B.b.3 | 154,475 | - | - | |||||||||
Fair value loss on put option | 9.B.b.3 | (3,362 | ) | (18,957 | ) | (39,788 | ) | ||||||
Recovery of financial guarantee | 9.B.b.4.h | 6,195 | 11,144 | 62,563 | |||||||||
309,918 | (7,813 | ) | 526,824 |
1. | As at December 31, |
2. | Qoros introduced a New Strategic |
3. | In January 2019, Kenon, on behalf of its wholly owned subsidiary Quantum (2007) LLC, announced that it had entered into an agreement to sell half (12%) of its remaining interest (24%) in Qoros to the New Qoros Investor for RMB1,560 million (approximately $220 million) (“2019 Transaction”), which was based on the same post-investment valuation as the initial investment by the New Qoros |
Financial Guarantees Provision and Releases |
a. | In July 2012, Chery provided a guarantee to the banks, in the amount of RMB1.5 billion (approximately $242 million), in relation to an agreement with the banks to provide Qoros a loan, in the amount of RMB3 billion (approximately $482 million). In November 2015, Kenon provided back-to-back guarantees to Chery of RMB750 million (approximately $115 million) in respect of this loan thereby committing to pay half of every amount Chery may be required to pay with respect to the guarantee. As a result, if Qoros is unable to comply with the terms of certain of its debt agreements, Kenon may be required to make payments under its guarantees to Chery. The fair value of the guarantee was recorded in the financial statements. |
b. | On May 12, 2015, Qoros signed a Consortium Loan Agreement with the Export-Import Bank of China, and China Construction Bank Co., LTD, Suzhou Branch, concerning the Project of Research and Development of Hybrid Model (“Loan Agreement”), for an amount of RMB700 million (approximately $108 million) or in USD not exceeding the equivalent to RMB480 million (approximately $78 million) (the “Facility”). |
c. | On June 15, 2015, this Facility was guaranteed by Chery and pledged with Qoros’ 90 vehicle patents with an appraisal value of minimum RMB3.1 billion (approximately $500 million). The Loan Agreement’s term of 102 months bears a 5-years interest rate quoted by the People’s Bank of China in RMB at LIBOR+10%, or in USD at LIBOR+3.50% per annum. |
d. | On July 31, 2014, in order to secure additional funding for Qoros of approximately RMB 1.2 billion (approximately $200 million) IC pledged a portion of its shares (including dividends derived therefrom) in Qoros, in proportion to its share in Qoros’s capital, in favor of the Chinese bank providing Qoros with such financing. Simultaneously, the subsidiary of Chery that holds Chery’s rights in Qoros also pledged a proportionate part of its rights in Qoros. Such financing agreement includes, inter alia, covenants, events of immediate payment and/or early payment for violations and/or events specified in the agreement. The pledge agreement includes, inter alia, provisions concerning the ratio of securities and the pledging of further securities in certain circumstances, including pledges of up to all of Quantum’s shares in Qoros (or cash), provisions regarding events that would entitle the Chinese Bank to enforce the pledge, certain representations and covenants, and provisions regarding the registration and approval of the pledge. |
e. | On June 30, 2016, Kenon increased its previously recognized provision of approximately $30 million to approximately $160 million in respect to Kenon’s “back-to-back” guarantee obligations to Chery (RMB1,100 million), in respect of guarantees that Chery has given for Qoros’ bank debt and has pledged a portion of its interests in Qoros to secure Qoros’ bank debt. In addition to the then current liquidity needs of Qoros, its financial position and Kenon’s strategic intent, the provision was made due to uncertainty in the Chinese automobile market. As a result, Kenon recognised a $130 million charge to expense for such financial guarantees in its consolidated statement of profit or loss in 2016. |
f. | On December 25, 2016. Kenon agreed to provide a RMB250 million (approximately $36 million) shareholder loan to Qoros, and in relation to this loan, the maximum amount of Kenon’s back-to-back guarantee obligations to Chery was reduced by RMB250 million (approximately $40 million). As part of the loan to Qoros, Kenon’s back-to-back guarantee obligations to Chery with respect to Chery’s guarantee of Qoros’ RMB3 billion loan facility with the Export-Import Bank of China (“EXIM Bank”) were reduced by one third, and the maximum amount of Kenon’s obligations under this back-to-back guarantee (subject to certain obligations to negotiate fees and interest) were reduced from RMB750 million to RMB500 million (approximately $72 million). In addition, Ansonia committed to fund RMB25 million (approximately $4 million) of Kenon’s remaining back-to-back guarantee obligations to Chery in certain circumstances (“Ansonia Commitment”). |
g. | On March 10, 2017, Kenon announced that it had agreed to fund up to RMB777 million (approximately $114 million) to Qoros in relation to the full release of its remaining RMB825 million (approximately $125 million) back-to-back guarantee obligations to Chery in two tranches, which released Kenon from commitments to pay any related interest and fees to Chery under the guarantees. |
Date | Description | Amount ($ million) |
June 2016 | Provision in respect of Kenon’s “back-to-back” guarantee obligations to Chery (See Note | 160 |
December 2016 | Shareholder loan to Qoros (See Note | (36) |
March 2017 | Transfer of First Tranche Loans (See Note | (64) |
April 2017 | Transfer of Second Tranche Loans (See Note | (16) |
January 2018 | Release of remaining financial guarantees (See Note | (44) |
December 2018 | Year end balance | - |
For the Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
From associated companies | - | - | 382 |
C. | Restrictions |
A. | Investments |
1. | O.P.C. Energy Ltd. |
Ownership interest as at December 31 | |||||||||
Main location of company's activities | 2020 | 2019 | |||||||
O.P.C. Rotem Ltd. | Israel | 80 | % | 80 | % | ||||
O.P.C. Hadera Ltd. | Israel | 100 | % | 100 | % | ||||
Tzomet Energy Ltd. | Israel | 100 | % | 95 | % | ||||
O.P.C. Sorek 2 Ltd. | Israel | 100 | % | 100 | % |
a. | Impact of COVID-19 |
b. | O.P.C Rotem Ltd. (“OPC Rotem”) |
O.P.C. Hadera Ltd. (“OPC Hadera”) |
Tzomet Energy Ltd. (“OPC Tzomet”) |
OPC Sorek 2 Ltd. (“OPC Sorek 2”) |
f. | Setting of tariffs by the EA |
Dividend |
Issuance of new shares by OPC |
2. |
B. | The following table summarizes the information relating to the Group’s subsidiary in 2020, 2019 |
As at and for the year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
OPC Energy Ltd. | OPC Energy Ltd. | OPC Energy Ltd. | ||||||||||
$ Thousands | ||||||||||||
NCI percentage * | 39.09 | % | 35.31 | % | 32.23 | % | ||||||
Current assets | 693,913 | 204,128 | 184,211 | |||||||||
Non-current assets | 1,040,400 | 807,133 | 720,469 | |||||||||
Current liabilities | (221,975 | ) | (100,313 | ) | (77,792 | ) | ||||||
Non-current liabilities | (980,028 | ) | (663,328 | ) | (624,570 | ) | ||||||
Net assets | 532,310 | 247,620 | 202,318 | |||||||||
Carrying amount of NCI | 208,080 | 87,435 | 65,215 | |||||||||
Revenue | 385,625 | 373,142 | 363,262 | |||||||||
(Loss)/profit after tax | (12,583 | ) | 34,366 | 26,266 | ||||||||
Other comprehensive (loss)/income | (2,979 | ) | 15,569 | (14,280 | ) | |||||||
(Loss)/profit attributable to NCI | (2,567 | ) | 16,433 | 11,396 | ||||||||
OCI attributable to NCI | (616 | ) | 4,353 | (4,554 | ) | |||||||
Cash flows from operating activities | 104,898 | 109,254 | 85,581 | |||||||||
Cash flows from investing activities | (643,942 | ) | (41,123 | ) | (102,080 | ) | ||||||
Cash flows from financing activites excluding dividends paid to NCI | 489,919 | (40,539 | ) | (34,474 | ) | |||||||
Dividends paid to NCI | (12,412 | ) | (13,501 | ) | - | |||||||
Effect of changes in the exchange rate on cash and cash equivalents | 12,566 | 9,202 | (7,570 | ) | ||||||||
Net (decrease)/increase in cash and cash equivalents | (48,971 | ) | 23,293 | (58,543 | ) |
As at and for the year ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
OPC Energy Ltd. | OPC Energy Ltd. | OPC Energy Ltd. | ||||||||||
$ Thousands | ||||||||||||
NCI percentage * | 35.31 | % | 32.23 | % | 34.82 | % | ||||||
Current assets | 204,128 | 184,211 | 204,461 | |||||||||
Non-current assets | 807,133 | 720,469 | 736,123 | |||||||||
Current liabilities | (100,313 | ) | (77,792 | ) | (99,441 | ) | ||||||
Non-current liabilities | (663,328 | ) | (624,570 | ) | (667,996 | ) | ||||||
Net assets | 247,620 | 202,318 | 173,147 | |||||||||
Carrying amount of NCI | 87,435 | 65,215 | 60,290 | |||||||||
Revenue | 373,142 | 363,262 | 365,395 | |||||||||
Profit after tax | 34,366 | 26,266 | 15,934 | |||||||||
Other comprehensive income/(loss) | 15,569 | (14,280 | ) | 8,514 | ||||||||
Profit attributable to NCI | 16,433 | 11,396 | 8,323 | |||||||||
OCI attributable to NCI | 4,353 | (4,554 | ) | 3,686 | ||||||||
Cash flows from operating activities | 109,254 | 85,581 | 110,290 | |||||||||
Cash flows from investing activities | (41,123 | ) | (102,080 | ) | (154,194 | ) | ||||||
Cash flows from financing activites excluding dividends paid to NCI | (40,539 | ) | (34,474 | ) | 165,107 | |||||||
Dividends paid to NCI | (13,501 | ) | - | (4,159 | ) | |||||||
Effect of changes in the exchange rate on cash and cash equivalents | 9,202 | (7,570 | ) | 7,126 | ||||||||
Net increase/(decrease) in cash and cash equivalents | 23,293 | (58,543 | ) | 124,170 |
As at December 31, | As at December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Deferred expenses, net (1) | 22,600 | 18,786 | 26,776 | 22,600 | ||||||||||||
Contract costs | 4,721 | 3,720 | 5,036 | 4,721 | ||||||||||||
Others | 2,864 | 1,067 | 12,837 | 2,864 | ||||||||||||
30,185 | 23,573 | 44,649 | 30,185 |
(1) | Relates to deferred expenses, net for OPC’s connection fees to the gas transmission network and the electricity grid. |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Qoros put option (1) | 55,575 | 65,668 | ||||||
Others | 2,142 | 2,142 | ||||||
57,717 | 67,810 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Qoros put option (1) | - | 55,575 | ||||||
Others | - | 2,142 | ||||||
- | 57,717 |
(1) | Refer to Note 9.B.b.2. |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Deferred payment receivable | 204,299 | 189,166 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Deferred payment receivable | - | 204,299 |
A. | Composition |
As at December 31, 2020 | ||||||||||||||||||||||||
Balance at beginning of year | Additions* | Disposals | Reclassification | Differences in translation reserves | Balance at end of year | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Roads, buildings and leasehold improvements | 41,952 | 193 | - | 26,000 | 4,077 | 72,222 | ||||||||||||||||||
Facilities, machinery and equipment | 499,948 | 4,902 | (4,170 | ) | 208,931 | 54,217 | 763,828 | |||||||||||||||||
Computers | 654 | 179 | (63 | ) | - | (7 | ) | 763 | ||||||||||||||||
Office furniture and equipment | 1,047 | 60 | (6 | ) | - | 31 | 1,132 | |||||||||||||||||
Assets under construction | 239,934 | 113,434 | - | (234,931 | ) | 8,679 | 127,116 | |||||||||||||||||
Other | 36,255 | 16,309 | (9,565 | ) | - | 841 | 43,840 | |||||||||||||||||
819,790 | 135,077 | (13,804 | ) | - | 67,838 | 1,008,901 | ||||||||||||||||||
Accumulated depreciation | ||||||||||||||||||||||||
Roads, buildings and leasehold improvements | 9,883 | 2,114 | - | - | 802 | 12,799 | ||||||||||||||||||
Facilities, machinery and equipment | 140,626 | 29,341 | (4,170 | ) | - | 9,836 | 175,633 | |||||||||||||||||
Computers | 410 | 140 | (63 | ) | - | 24 | 511 | |||||||||||||||||
Office furniture and equipment | 722 | 29 | (6 | ) | - | 12 | 757 | |||||||||||||||||
Other | 507 | 95 | - | - | 38 | 640 | ||||||||||||||||||
152,148 | 31,719 | (4,239 | ) | - | 10,712 | 190,340 | ||||||||||||||||||
Balance as at December 31, 2020 | 667,642 | 103,358 | (9,565 | ) | - | 57,126 | 818,561 |
As at December 31, 2019 | ||||||||||||||||||||||||
Balance at beginning of year | Additions** | Disposals | Reclassification* | Differences in translation reserves | Balance at end of year | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Land, roads, buildings and leasehold improvements | 43,261 | 199 | - | (4,679 | ) | 3,171 | 41,952 | |||||||||||||||||
Facilities, machinery and equipment | 465,627 | 1,428 | (296 | ) | (7,130 | ) | 40,319 | 499,948 | ||||||||||||||||
Computers | 491 | 145 | (23 | ) | - | 41 | 654 | |||||||||||||||||
Office furniture and equipment | 1,026 | 14 | (21 | ) | - | 28 | 1,047 | |||||||||||||||||
Assets under construction | 207,017 | 14,874 | - | - | 18,043 | 239,934 | ||||||||||||||||||
Other | 30,701 | 13,041 | (9,999 | ) | - | 2,512 | 36,255 | |||||||||||||||||
748,123 | 29,701 | (10,339 | ) | (11,809 | ) | 64,114 | 819,790 | |||||||||||||||||
Accumulated depreciation | ||||||||||||||||||||||||
Land, roads, buildings and leasehold improvements | 8,059 | 1,544 | - | (277 | ) | 557 | 9,883 | |||||||||||||||||
Facilities, machinery and equipment | 103,570 | 28,903 | (319 | ) | (264 | ) | 8,736 | 140,626 | ||||||||||||||||
Computers | 310 | 108 | (23 | ) | - | 15 | 410 | |||||||||||||||||
Office furniture and equipment | 691 | 44 | (22 | ) | - | 9 | 722 | |||||||||||||||||
Other | 405 | 107 | (38 | ) | - | 33 | 507 | |||||||||||||||||
113,035 | 30,706 | (402 | ) | (541 | ) | 9,350 | 152,148 | |||||||||||||||||
Balance as at December 31, 2019 | 635,088 | (1,005 | ) | (9,937 | ) | (11,268 | ) | 54,764 | 667,642 |
* | Additions in respect of assets |
As at December 31, 2019 | ||||||||||||||||||||||||
Balance at beginning of year | Additions* | Disposals | Reclassification** | Differences in translation reserves | Balance at end of year | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||
Roads, buildings and leasehold improvements | 43,261 | 199 | - | (4,679 | ) | 3,171 | 41,952 | |||||||||||||||||
Facilities, machinery and equipment | 465,627 | 1,428 | (296 | ) | (7,130 | ) | 40,319 | 499,948 | ||||||||||||||||
Computers | 491 | 145 | (23 | ) | - | 41 | 654 | |||||||||||||||||
Office furniture and equipment | 1,026 | 14 | (21 | ) | - | 28 | 1,047 | |||||||||||||||||
Assets under construction | 207,017 | 14,874 | - | - | 18,043 | 239,934 | ||||||||||||||||||
Other | 30,701 | 13,041 | (9,999 | ) | - | 2,512 | 36,255 | |||||||||||||||||
748,123 | 29,701 | (10,339 | ) | (11,809 | ) | 64,114 | 819,790 | |||||||||||||||||
Accumulated depreciation | ||||||||||||||||||||||||
Roads, buildings and leasehold improvements | 8,059 | 1,544 | - | (277 | ) | 557 | 9,883 | |||||||||||||||||
Facilities, machinery and equipment | 103,570 | 28,903 | (319 | ) | (264 | ) | 8,736 | 140,626 | ||||||||||||||||
Computers | 310 | 108 | (23 | ) | - | 15 | 410 | |||||||||||||||||
Office furniture and equipment | 691 | 44 | (22 | ) | - | 9 | 722 | |||||||||||||||||
Other | 405 | 107 | (38 | ) | - | 33 | 507 | |||||||||||||||||
113,035 | 30,706 | (402 | ) | (541 | ) | 9,350 | 152,148 | |||||||||||||||||
Balance as at December 31, 2019 | 635,088 | (1,005 | ) | (9,937 | ) | (11,268 | ) | 54,764 | 667,642 |
As at December 31, 2018 | ||||||||||||||||||||
Balance at beginning of year | Additions | Disposals | Differences in translation reserves | Balance at end of year | ||||||||||||||||
$ Thousands | ||||||||||||||||||||
Cost | ||||||||||||||||||||
Land, roads, buildings and leasehold improvements* | 42,792 | 4,189 | (188 | ) | (3,532 | ) | 43,261 | |||||||||||||
Facilities, machinery and equipment* | 489,218 | 26,154 | (13,063 | ) | (36,682 | ) | 465,627 | |||||||||||||
Computers* | 431 | 306 | (263 | ) | 17 | 491 | ||||||||||||||
Office furniture and equipment* | 1,044 | 86 | (85 | ) | (19 | ) | 1,026 | |||||||||||||
Assets under construction* | 162,853 | 59,878 | - | (15,714 | ) | 207,017 | ||||||||||||||
Other* | 29,459 | 9,795 | (7,650 | ) | (903 | ) | 30,701 | |||||||||||||
725,797 | 100,408 | (21,249 | ) | (56,833 | ) | 748,123 | ||||||||||||||
Accumulated depreciation | ||||||||||||||||||||
Land, roads, buildings and leasehold improvements* | 7,293 | 1,714 | (458 | ) | (490 | ) | 8,059 | |||||||||||||
Facilities, machinery and equipment* | 100,833 | 28,024 | (17,705 | ) | (7,582 | ) | 103,570 | |||||||||||||
Computers* | 512 | 76 | (259 | ) | (19 | ) | 310 | |||||||||||||
Office furniture and equipment* | 678 | 106 | (84 | ) | (9 | ) | 691 | |||||||||||||
Other* | 317 | 113 | - | (25 | ) | 405 | ||||||||||||||
109,633 | 30,033 | (18,506 | ) | (8,125 | ) | 113,035 | ||||||||||||||
Balance as at December 31, 2018 | 616,164 | 70,375 | (2,743 | ) | (48,708 | ) | 635,088 |
* | Additions in respect of assets under construction are presented net of agreed compensation from the construction contractor. Refer to Note 19.B.b for further details. |
** | Reclassified to |
B. | Net carrying values |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Land, roads, buildings and leasehold improvements* | 32,069 | 35,202 | ||||||
Facilities, machinery and equipment* | 359,322 | 362,057 | ||||||
Computers* | 244 | 181 | ||||||
Office furniture and equipment* | 325 | 335 | ||||||
Assets under construction* | 239,934 | 207,017 | ||||||
Other* | 35,748 | 30,296 | ||||||
667,642 | 635,088 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Roads, buildings and leasehold improvements | 59,423 | 32,069 | ||||||
Facilities, machinery and equipment | 588,195 | 359,322 | ||||||
Computers | 252 | 244 | ||||||
Office furniture and equipment | 375 | 325 | ||||||
Assets under construction | 127,116 | 239,934 | ||||||
Other | 43,200 | 35,748 | ||||||
818,561 | 667,642 |
C. | When there is any indication of impairment, the Group’s entities perform impairment tests for their long-lived assets using fair values less cost to sell based on independent appraisals or value in use estimations, with assumptions based on past experience and current sector forecasts, described below: |
D. | The amount of borrowing costs capitalized in |
E. | Fixed assets purchased on credit in |
F. | The composition of depreciation expenses from continuing operations is as follows: |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Depreciation charged to cost of sales | 31,141 | 29,809 | ||||||
Depreciation charged to selling, general and administrative expenses | 766 | 224 | ||||||
Depreciation charged to results | 31,907 | 30,033 | ||||||
Amortization of intangibles charged to selling, general and administrative expenses | 185 | 383 | ||||||
Depreciation and amortization from continuing operations | 32,092 | 30,416 |
As at December 31, | |||||||||
2020 | 2019 | ||||||||
$ Thousands | |||||||||
Depreciation included in gross profit | 33,135 | 31,141 | |||||||
Depreciation charged to selling, general and administrative expenses | 787 | 766 | |||||||
33,922 | 31,907 | ||||||||
Amortization of intangibles charged to selling, general and administrative expenses | 249 | 185 | |||||||
Depreciation and amortization from continuing operations | 34,171 | 32,092 |
G. | Change in estimates of useful life |
2019 | 2020 | 2021 | 2022 | 2023 | 2024 and after | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
(Decrease)/increase in depreciation | (956 | ) | (3,619 | ) | (3,619 | ) | (3,619 | ) | (3,619 | ) | 15,432 |
2019 | 2020 | 2021 | 2022 | 2023 | 2024 and after | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
(Decrease)/increase in depreciation | (956 | ) | (3,753 | ) | (3,753 | ) | (3,753 | ) | (3,753 | ) | 16,005 |
A. | Composition: |
Goodwill | Software | Others | Total | |||||||||||||
$ Thousands | ||||||||||||||||
Cost | ||||||||||||||||
Balance as at January 1, 2020 | 21,586 | 1,560 | 294 | 23,440 | ||||||||||||
Acquisitions – self development | - | 368 | - | 368 | ||||||||||||
Disposals | - | (3 | ) | - | (3 | ) | ||||||||||
Translation differences | 10 | 114 | 39 | 163 | ||||||||||||
21,596 | 2,039 | 333 | 23,968 | |||||||||||||
Amortization | ||||||||||||||||
Balance as at January 1, 2020 | 21,455 | 686 | 66 | 22,207 | ||||||||||||
Amortization for the year | - | 219 | 30 | 249 | ||||||||||||
Disposals | - | (3 | ) | - | (3 | ) | ||||||||||
Translation differences | - | 55 | 8 | 63 | ||||||||||||
Balance as at December 31, 2020 | 21,455 | 957 | 104 | 22,516 | ||||||||||||
Carrying value | ||||||||||||||||
As at January 1, 2020 | 131 | 874 | 228 | 1,233 | ||||||||||||
As at December 31, 2020 | 141 | 1,082 | 229 | 1,452 |
Goodwill | Software | Others | Total | |||||||||||||
$ Thousands | ||||||||||||||||
Cost | ||||||||||||||||
Balance as at January 1, 2019 | 21,880 | 1,248 | 454 | 23,582 | ||||||||||||
Acquisitions – self development | - | 273 | - | 273 | ||||||||||||
Disposals | (319 | ) | (45 | ) | (210 | ) | (574 | ) | ||||||||
Translation differences | 25 | 84 | 50 | 159 | ||||||||||||
21,586 | 1,560 | 294 | 23,440 | |||||||||||||
Amortization and impairment | ||||||||||||||||
Balance as at January 1, 2019 | 21,545 | 524 | 207 | 22,276 | ||||||||||||
Amortization for the year | - | 170 | 15 | 185 | ||||||||||||
Disposals | (95 | ) | (45 | ) | (168 | ) | (308 | ) | ||||||||
Translation differences | 5 | 37 | 12 | 54 | ||||||||||||
Balance as at December 31, 2019 | 21,455 | 686 | 66 | 22,207 | ||||||||||||
Carrying value | ||||||||||||||||
As at January 1, 2019 | 335 | 724 | 247 | 1,306 | ||||||||||||
As at December 31, 2019 | 131 | 874 | 228 | 1,233 |
Goodwill | Software | Others | Total | |||||||||||||
$ Thousands | ||||||||||||||||
Cost | ||||||||||||||||
Balance as at January 1, 2018 | 21,914 | 1,153 | 509 | 23,576 | ||||||||||||
Acquisitions – self development | - | 162 | - | 162 | ||||||||||||
Translation differences | (34 | ) | (67 | ) | (55 | ) | (156 | ) | ||||||||
Balance as at December 31, 2018 | 21,880 | 1,248 | 454 | 23,582 | ||||||||||||
Amortization and impairment | ||||||||||||||||
Balance as at January 1, 2018 | 21,455 | 445 | 35 | 21,935 | ||||||||||||
Amortization for the year | �� | 94 | 107 | 182 | 383 | |||||||||||
Translation differences | (4 | ) | (28 | ) | (10 | ) | (42 | ) | ||||||||
Balance as at December 31, 2018 | 21,545 | 524 | 207 | 22,276 | ||||||||||||
Carrying value | ||||||||||||||||
As at January 1, 2018 | 459 | 708 | 474 | 1,641 | ||||||||||||
As at December 31, 2018 | 335 | 724 | 247 | 1,306 |
Goodwill | Software | Others | Total | |||||||||||||
$ Thousands | ||||||||||||||||
Cost | ||||||||||||||||
Balance as at January 1, 2019 | 21,880 | 1,248 | 454 | 23,582 | ||||||||||||
Acquisitions – self development | - | 273 | - | 273 | ||||||||||||
Disposals | (319 | ) | (45 | ) | (210 | ) | (574 | ) | ||||||||
Translation differences | 25 | 84 | 50 | 159 | ||||||||||||
21,586 | 1,560 | 294 | 23,440 | |||||||||||||
Amortization | ||||||||||||||||
Balance as at January 1, 2019 | 21,545 | 524 | 207 | 22,276 | ||||||||||||
Amortization for the year | - | 170 | 15 | 185 | ||||||||||||
Disposals | (95 | ) | (45 | ) | (168 | ) | (308 | ) | ||||||||
Translation differences | 5 | 37 | 12 | 54 | ||||||||||||
Balance as at December 31, 2019 | 21,455 | 686 | 66 | 22,207 | ||||||||||||
Carrying value | ||||||||||||||||
As at January 1, 2019 | 335 | 724 | 247 | 1,306 | ||||||||||||
As at December 31, 2019 | 131 | 874 | 228 | 1,233 |
B. | The total carrying amounts of intangible assets with a finite useful life and with an indefinite useful life or not yet available for use |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Intangible assets with a finite useful life | 1,311 | 1,102 | ||||||
Intangible assets with an indefinite useful life or not yet available for use | 141 | 131 | ||||||
1,452 | 1,233 |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Intangible assets with a finite useful life | 1,102 | 971 | ||||||
Intangible assets with an indefinite useful life or not yet available for use | 131 | 335 | ||||||
1,233 | 1,306 |
As at December 31 | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Current liabilities | ||||||||
Current maturities of long-term liabilities: | ||||||||
Loans from banks and others | 39,702 | 36,630 | ||||||
Non-convertible debentures | 6,769 | 8,841 | ||||||
Others | - | 134 | ||||||
46,471 | 45,605 | |||||||
Non-current liabilities | ||||||||
Loans from banks and others | 575,688 | 503,647 | ||||||
Non-convertible debentures | 296,146 | 73,006 | ||||||
871,834 | 576,653 | |||||||
Total | 918,305 | 622,258 |
As at December 31 | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Current liabilities | ||||||||
Current maturities of long-term liabilities: | ||||||||
Loans from banks and others | 36,630 | 20,302 | ||||||
Non-convertible debentures | 8,841 | 2,933 | ||||||
Others | 134 | - | ||||||
45,605 | 23,235 | |||||||
Non-current liabilities | ||||||||
Loans from banks and others | 503,647 | 487,759 | ||||||
Non-convertible debentures | 73,006 | 75,476 | ||||||
576,653 | 563,235 | |||||||
Total | 622,258 | 586,470 |
| Weighted-average interest rate December 31 | As at December 31, | ||||||||||
| 2020 | 2020 | 2019 | |||||||||
| % | $ Thousands | ||||||||||
| ||||||||||||
Debentures | ||||||||||||
In shekels | 4.45% | 302,915 | 81,847 | |||||||||
| ||||||||||||
Loans from banks and others | ||||||||||||
In shekels | 4.70% | 615,390 | 540,411 | |||||||||
| ||||||||||||
| 918,305 | 622,258 |
Weighted-average interest rate December 31 | As at December 31, | |||||||||||
2019 | 2019 | 2018 | ||||||||||
% | $ Thousands | |||||||||||
Debentures | ||||||||||||
In shekels | 4.45 | % | 81,847 | 78,409 | ||||||||
Loans from banks and others | ||||||||||||
In shekels | 4.70 | % | 540,411 | 508,061 | ||||||||
622,258 | 586,470 |
Financial liabilities (including interest payable) | ||||||||||||||||||||
Loans and credit | Debentures | Lease liabilities | Interest SWAP contracts designated for hedging | Total | ||||||||||||||||
$ Thousands | ||||||||||||||||||||
Balance as at January 1, 2020 | 540,720 | 81,847 | 5,385 | 4,225 | 632,177 | |||||||||||||||
Changes as a result of cash flows from financing activities | ||||||||||||||||||||
Payment in respect of derivative financial instruments | - | - | - | (6,105 | ) | (6,105 | ) | |||||||||||||
Proceeds from issuance of debentures less issuance expenses | - | 280,874 | - | - | 280,874 | |||||||||||||||
Receipt of long-term loans from banks | 73,236 | - | - | - | 73,236 | |||||||||||||||
Repayment of loans and debentures | (39,067 | ) | (84,487 | ) | - | - | (123,554 | ) | ||||||||||||
Interest paid | (21,210 | ) | (3,630 | ) | (149 | ) | - | (24,989 | ) | |||||||||||
Payment of principal of lease liabilities | - | - | (551 | ) | - | (551 | ) | |||||||||||||
Costs paid in advance in respect of taking out loans | (8,556 | ) | - | - | - | (8,556 | ) | |||||||||||||
Net cash provided by/(used in) financing activities | 4,403 | 192,757 | (700 | ) | (6,105 | ) | 190,355 | |||||||||||||
Effect of changes in foreign exchange rates | 42,607 | 23,795 | 1,581 | 749 | 68,732 | |||||||||||||||
Changes in fair value | - | - | - | 12,145 | 12,145 | |||||||||||||||
Interest in the period | 21,301 | 5,473 | 292 | - | 27,066 | |||||||||||||||
Other changes and additions during the year | 6,811 | 829 | 12,047 | - | 19,687 | |||||||||||||||
Balance as at December 31, 2020 | 615,842 | 304,701 | 18,605 | 11,014 | 950,162 |
Financial liabilities (including interest payable) | ||||||||||||||||||||
Loans and credit | Debentures | Lease liabilities | Interest SWAP contracts designated for hedging | Total | ||||||||||||||||
$ Thousands | ||||||||||||||||||||
Balance as at January 1, 2019 | 508,514 | 78,408 | 5,282 | - | 592,204 | |||||||||||||||
Changes as a result of cash flows from financing activities | ||||||||||||||||||||
Payment in respect of derivative financial instruments | - | - | - | (3,257 | ) | (3,257 | ) | |||||||||||||
Repayment of loans and debentures | (19,377 | ) | (3,256 | ) | - | - | (22,633 | ) | ||||||||||||
Interest paid | (17,620 | ) | (3,717 | ) | (77 | ) | - | (21,414 | ) | |||||||||||
Payment of principal of lease liabilities | - | - | (618 | ) | - | (618 | ) | |||||||||||||
Costs paid in advance in respect of taking out loans | (1,833 | ) | - | - | - | (1,833 | ) | |||||||||||||
Total changes from financing cash flows | (38,830 | ) | (6,973 | ) | (695 | ) | (3,257 | ) | (49,755 | ) | ||||||||||
Effect of changes in foreign exchange rates | 43,109 | 6,608 | 608 | 196 | 50,521 | |||||||||||||||
Changes in fair value | - | - | - | 7,286 | 7,286 | |||||||||||||||
Interest in the period | 27,466 | 3,804 | 108 | - | 31,378 | |||||||||||||||
Other changes and additions during the year | 461 | - | 82 | - | 543 | |||||||||||||||
Balance as at December 31, 2019 | 540,720 | 81,847 | 5,385 | 4,225 | 632,177 |
B. | OPC Rotem |
C. | OPC Hadera |
D. | OPC Tzomet |
E. | OPC |
In May 2017, OPC issued debentures (Series A). The par value of the debentures was NIS 320 million (approximately $85 million), bore annual interest at the rate of 4.95% and were repayable, principal and interest, every six months, commencing on June 30, 2018 (on June 30 and December 30 of every calendar year) through December 30, 2030. Under the terms, the interest on the debentures will be reduced by 0.5% in the event of their listing for trade on the main list of the TASE. In |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Current | ||||||||
Trade Payables | 15,375 | 25,082 | ||||||
Accrued expenses and other payables | 20,632 | 22,590 | ||||||
36,007 | 47,672 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
Trade Payables | 92,542 | 36,007 | ||||||
Accrued expenses and other payables | 21,870 | 6,603 | ||||||
Government institutions | 3,144 | 1,972 | ||||||
Employees and payroll institutions | 5,940 | 4,983 | ||||||
Interest payable | 2,314 | 516 | ||||||
Liability in respect of acquisition of non-controlling interests | - | 1,302 | ||||||
Others | 2,432 | 875 | ||||||
128,242 | 52,258 |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
Government institutions | 1,972 | 244 | ||||||
Employees and payroll institutions* | 4,983 | 2,870 | ||||||
Accrued expenses | 6,603 | 7,505 | ||||||
Interest payable | 516 | 277 | ||||||
Liability in respect of acquisition of non-controlling interests (1) | 1,302 | - | ||||||
Others* | 875 | 1,176 | ||||||
16,251 | 12,072 |
A) | The Group leases the following items: |
i) | Land |
ii) | OPC gas transmission infrastructure |
iii) | Offices |
iv) | Low-value items |
B) | Right-of-use assets |
As at December 31, 2020 | ||||||||||||||||
Balance at beginning of year | Depreciation charge for the year | Adjustments | Balance at end of year | |||||||||||||
$ Thousands | ||||||||||||||||
Land | 6,853 | (2,141 | ) | 72,299 | 77,011 | |||||||||||
PRMS facility | 6,506 | (449 | ) | 457 | 6,514 | |||||||||||
Offices | 3,305 | (500 | ) | (306 | ) | 2,499 | ||||||||||
Others | 459 | - | (459 | ) | - | |||||||||||
17,123 | (3,090 | ) | 71,991 | 86,024 |
As at December 31, 2019 | ||||||||||||||||
Balance at beginning of year | Depreciation charge for the year | Adjustments | Balance at end of year | |||||||||||||
$ Thousands | ||||||||||||||||
Land* | 6,537 | (263 | ) | 579 | 6,853 | |||||||||||
PRMS facility* | 6,866 | (451 | ) | 91 | 6,506 | |||||||||||
Offices | 3,573 | (487 | ) | 219 | 3,305 | |||||||||||
Others | 423 | - | 36 | 459 | ||||||||||||
17,399 | (1,201 | ) | 925 | 17,123 |
C) | Amounts recognized in the consolidated statements of profit & loss |
As at December 31, | As at December 31, | |||||||
2020 | 2019 | |||||||
$ Thousands | $ Thousands | |||||||
Interest expenses in respect of lease liability | 149 | 108 |
D) | Amounts recognized in the consolidated statements of cash flows |
As at December 31, | As at December 31, | |||||||
2020 | 2019 | |||||||
$ Thousands | $ Thousands | |||||||
Total cash outflow for leases | 551 | 618 |
A. Contingent Liabilities |
a. | Local Council of Shapir development levies |
b. |
c. | Bazan electricity purchase claim |
d. | Dalia petition |
IEC power purchase agreement |
f. | Tamar dispute |
B. | Commitments |
a. | OPC Rotem |
b. | OPC Hadera |
c. | OPC |
d. | OPC Tzomet |
e. | OPC Rotem and OPC Hadera |
f. | CPV Group |
g. | OPC Power Ventures LP (“OPC Power”) |
h. | Inkia Energy Limited (liquidated in July 2019) |
A. | Share Capital |
Company | Company | |||||||||||||||
No. of shares | No. of shares | |||||||||||||||
(’000) | (’000) | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
Authorised and in issue at January, 1 | 53,827 | 53,808 | 53,858 | 53,827 | ||||||||||||
Issued for share plan | 31 | 19 | 13 | 31 | ||||||||||||
Authorised and in issue at December. 31 | 53,858 | 53,827 | 53,871 | 53,858 |
B. | Translation reserve |
C. | Capital reserves |
D. | Dividends |
E. | Kenon's share plan |
For the Year Ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
$ Thousands | ||||||||||||
Revenue from sale of electricity | 369,421 | 356,648 | 347,167 | |||||||||
Revenue from sale of steam | 16,204 | 16,494 | 16,095 | |||||||||
Others | 845 | 331 | 750 | |||||||||
386,470 | 373,473 | 364,012 |
For the Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
Revenue from sale of electricity | 356,648 | 347,167 | 349,957 | |||||||||
Revenue from sale of steam | 16,494 | 16,095 | 15,438 | |||||||||
Others | 331 | 750 | 309 | |||||||||
373,473 | 364,012 | 365,704 |
For the Year Ended December 31, | For the Year Ended December 31, | |||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
$ Thousands | $ Thousands | |||||||||||||||||||||||
Fuels | 138,502 | 118,698 | 129,788 | 135,706 | 138,502 | 118,698 | ||||||||||||||||||
Electricity and infrastructure services | 101,085 | 125,623 | 122,340 | 125,782 | 101,085 | 125,623 | ||||||||||||||||||
Salaries and related expenses | 6,661 | 6,097 | 5,822 | 7,244 | 6,661 | 6,097 | ||||||||||||||||||
Generation and operating expenses and outsourcing | 6,326 | 6,509 | 6,432 | 8,625 | 6,326 | 6,509 | ||||||||||||||||||
Insurance | 2,360 | 1,548 | 1,734 | 3,503 | 2,360 | 1,548 | ||||||||||||||||||
Others | 1,102 | 1,040 | 1,020 | 1,226 | 1,102 | 1,040 | ||||||||||||||||||
256,036 | 259,515 | 267,136 | 282,086 | 256,036 | 259,515 |
For the Year Ended December 31, | For the Year Ended December 31, | |||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
$ Thousands | $ Thousands | |||||||||||||||||||||||
Payroll and related expenses | 10,853 | 11,399 | 21,380 | 11,360 | 10,853 | 11,399 | ||||||||||||||||||
Depreciation and amortization | 951 | 607 | 692 | 1,023 | 951 | 607 | ||||||||||||||||||
Professional fees | 12,806 | 12,115 | 20,334 | 8,386 | 12,806 | 12,115 | ||||||||||||||||||
Business development expenses | 1,998 | 1,947 | 999 | |||||||||||||||||||||
Expenses in respect of acquisition of CPV Group | 12,227 | - | - | |||||||||||||||||||||
Other expenses | 11,244 | 9,910 | 13,886 | 14,963 | 9,879 | 9,524 | ||||||||||||||||||
35,854 | 34,031 | 56,292 | 49,957 | 36,436 | 34,644 |
For the Year Ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
$ Thousands | ||||||||||||
Interest income from bank deposits | 780 | 2,545 | 4,360 | |||||||||
Interest income from deferred payment (Note 13) | 13,511 | 15,134 | 14,166 | |||||||||
Interest income from associated company | - | - | 8,494 | |||||||||
Net change in exchange rates | - | - | 1,129 | |||||||||
Other income | - | - | 443 | |||||||||
Financing income | 14,291 | 17,679 | 28,592 | |||||||||
Interest expenses to banks and others | (24,402 | ) | (22,420 | ) | (30,382 | ) | ||||||
Amount reclassified to consolidated statements of profit & loss from capital reserve in respect of cash flow hedges | (6,300 | ) | (2,743 | ) | - | |||||||
Net change in exchange rates | (5,645 | ) | (2,328 | ) | - | |||||||
Net change in fair value of derivative financial instruments | (1,569 | ) | (1,657 | ) | - | |||||||
Early repayment fee | (11,852 | ) | - | - | ||||||||
Other expenses | (1,406 | ) | (798 | ) | - | |||||||
Financing expenses | (51,174 | ) | (29,946 | ) | (30,382 | ) | ||||||
Net financing expenses recognized in the statement of profit and loss | (36,883 | ) | (12,267 | ) | (1,790 | ) |
For the Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
Interest income from bank deposits | 2,545 | 4,360 | 640 | |||||||||
Interest income from deferred payment | 15,134 | 14,166 | - | |||||||||
Interest income from associated company | - | 8,494 | - | |||||||||
Net change in exchange rates | - | 1,129 | 2,259 | |||||||||
Other income | - | 443 | 5 | |||||||||
Financing income | 17,679 | 28,592 | 2,904 | |||||||||
Interest expenses to banks and others | (22,420 | ) | (30,382 | ) | (59,514 | ) | ||||||
Amount reclassified to consolidated statements of profit & loss from capital reserve in respect of cash flow hedges | (2,743 | ) | - | - | ||||||||
Net change in exchange rates | (2,328 | ) | - | - | ||||||||
Net change in fair value of derivative financial instruments | (1,657 | ) | - | (1,168 | ) | |||||||
Other expenses | (798 | ) | - | (9,484 | ) | |||||||
Financing expenses | (29,946 | ) | (30,382 | ) | (70,166 | ) | ||||||
Net financing expenses recognized in the statement of profit and loss | (12,267 | ) | (1,790 | ) | (67,262 | ) |
| For the Year Ended December 31, | |||||||||||
| 2020 | 2019 | 2018 | |||||||||
| $ Thousands | |||||||||||
Current taxes on income | ||||||||||||
In respect of current year | 734 | 2,569 | 1,878 | |||||||||
In respect of prior years | 1 | (18 | ) | (48 | ) | |||||||
Deferred tax income | ||||||||||||
Creation and reversal of temporary differences | 3,963 | 14,124 | 9,669 | |||||||||
Total taxes on income | 4,698 | 16,675 | 11,499 |
For the Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
Current taxes on income | ||||||||||||
In respect of current year* | 2,569 | 1,878 | 64,291 | |||||||||
In respect of prior years | (18 | ) | (48 | ) | 44 | |||||||
Deferred tax income | ||||||||||||
Creation and reversal of temporary differences | 14,124 | 9,669 | 8,474 | |||||||||
Total taxes on income | 16,675 | 11,499 | 72,809 |
B. | Reconciliation between the theoretical tax expense (benefit) on the pre-tax income (loss) and the actual income tax expenses |
For the Year Ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
$ Thousands | ||||||||||||
Profit/(loss) from continuing operations before income taxes | 500,447 | (5,536 | ) | 461,968 | ||||||||
Statutory tax rate | 17.00 | % | 17.00 | % | 17.00 | % | ||||||
Tax computed at the statutory tax rate | 85,076 | (941 | ) | 78,535 | ||||||||
Increase (decrease) in tax in respect of: | ||||||||||||
Elimination of tax calculated in respect of the Group’s share in losses of associated companies | (27,353 | ) | 7,043 | 18,215 | ||||||||
Income subject to tax at a different tax rate | 441 | 5,960 | 2,632 | |||||||||
Non-deductible expenses | 1,028 | 5,408 | 6,752 | |||||||||
Exempt income | (61,415 | ) | (4,714 | ) | (97,664 | ) | ||||||
Taxes in respect of prior years | 1 | (18 | ) | (48 | ) | |||||||
Changes in temporary differences in respect of which deferred taxes are not recognized | - | - | (4 | ) | ||||||||
Tax losses and other tax benefits for the period regarding which deferred taxes were not recorded | 7,647 | 3,946 | 2,883 | |||||||||
Other differences | (727 | ) | (9 | ) | 198 | |||||||
Taxes on income included in the statement of profit and loss | 4,698 | 16,675 | 11,499 |
For the Year Ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
(Loss)/profit from continuing operations before income taxes | (5,536 | ) | 461,968 | (135,636 | ) | |||||||
Statutory tax rate | 17.00 | % | 17.00 | % | 17.00 | % | ||||||
Tax computed at the statutory tax rate | (941 | ) | 78,535 | (23,058 | ) | |||||||
Increase (decrease) in tax in respect of: | ||||||||||||
Elimination of tax calculated in respect of the Group’s share in losses of associated companies | 7,043 | 18,215 | 20,924 | |||||||||
Income subject to tax at a different tax rate | 5,960 | 2,632 | 63,446 | |||||||||
Non-deductible expenses | 5,408 | 6,752 | 12,850 | |||||||||
Exempt income | (4,714 | ) | (97,664 | ) | (7,006 | ) | ||||||
Taxes in respect of prior years | (18 | ) | (48 | ) | 44 | |||||||
Changes in temporary differences in respect of which deferred taxes are not recognized | - | (4 | ) | 4,285 | ||||||||
Tax losses and other tax benefits for the period regarding which deferred taxes were not recorded | 3,946 | 2,883 | 350 | |||||||||
Differences between the measurement base of income reported for tax purposes and the income reported in the financial statements | - | - | 13 | |||||||||
Other differences | (9 | ) | 198 | 961 | ||||||||
Taxes on income included in the statement of profit and loss | 16,675 | 11,499 | 72,809 |
C. | Deferred tax assets and liabilities |
1. | Deferred tax assets and liabilities recognized |
Property plant and equipment | Carryforward of losses and deductions for tax purposes | Other* | Total | Property plant and equipment | Carryforward of losses and deductions for tax purposes | Other* | Total | |||||||||||||||||||||||||
$ Thousands | $ thousands | |||||||||||||||||||||||||||||||
Balance of deferred tax asset (liability) as at January 1, 2018 | (90,168 | ) | 35,449 | 1,531 | (53,188 | ) | ||||||||||||||||||||||||||
Changes recorded on the statement of profit and loss | 4,532 | (14,695 | ) | 494 | (9,669 | ) | ||||||||||||||||||||||||||
Changes recorded in other comprehensive income | - | - | (104 | ) | (104 | ) | ||||||||||||||||||||||||||
Translation differences | 6,577 | (2,064 | ) | 13 | 4,526 | |||||||||||||||||||||||||||
Balance of deferred tax asset (liability) as at December 31, 2018 | (79,059 | ) | 18,690 | 1,934 | (58,435 | ) | ||||||||||||||||||||||||||
Balance of deferred tax asset (liability) as at January 1, 2019 | (79,059 | ) | 18,690 | 1,934 | (58,435 | ) | ||||||||||||||||||||||||||
Changes recorded on the statement of profit and loss | 2,843 | (17,213 | ) | 246 | (14,124 | ) | 2,843 | (17,213 | ) | 246 | (14,124 | ) | ||||||||||||||||||||
Changes recorded in other comprehensive income | - | - | 252 | 252 | - | - | 252 | 252 | ||||||||||||||||||||||||
Change as a result of sale of subsidiary | - | - | 10 | 10 | - | - | 10 | 10 | ||||||||||||||||||||||||
Translation differences | (6,589 | ) | 1,041 | (202 | ) | (5,750 | ) | (6,589 | ) | 1,041 | (202 | ) | (5,750 | ) | ||||||||||||||||||
Balance of deferred tax asset (liability) as at December 31, 2019 | (82,805 | ) | 2,518 | 2,240 | (78,047 | ) | (82,805 | ) | 2,518 | 2,240 | (78,047 | ) | ||||||||||||||||||||
Changes recorded on the statement of profit and loss | (6,230 | ) | (951 | ) | 3,218 | (3,963 | ) | |||||||||||||||||||||||||
Changes recorded in other comprehensive income | - | - | 1,346 | 1,346 | ||||||||||||||||||||||||||||
Translation differences | (6,639 | ) | 124 | 217 | (6,298 | ) | ||||||||||||||||||||||||||
Balance of deferred tax asset (liability) as at December 31, 2020 | (95,674 | ) | 1,691 | 7,021 | (86,962 | ) |
* | This amount includes deferred tax arising from derivative instruments, intangibles, undistributed profits, non-monetary items and trade receivables distribution. |
2. | The deferred taxes are presented in the statements of financial position as follows: |
As at December 31, | ||||||||
2020 | 2019 | |||||||
$ Thousands | ||||||||
As part of non-current assets | 7,374 | 1,516 | ||||||
As part of non-current liabilities | (94,336 | ) | (79,563 | ) | ||||
(86,962 | ) | (78,047 | ) |
As at December 31, | ||||||||
2019 | 2018 | |||||||
$ Thousands | ||||||||
As part of non-current assets | 1,516 | 632 | ||||||
As part of non-current liabilities | (79,563 | ) | (59,067 | ) | ||||
(78,047 | ) | (58,435 | ) |
3. | Tax and deferred tax liabilities not recorded |
As at December 31, | As at December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Losses for tax purposes | 35,041 | 20,817 | 54,985 | 35,041 | ||||||||||||
Deductible temporary differences | 3,584 | 652 | 1,971 | 3,584 | ||||||||||||
38,625 | 21,469 | 56,956 | 38,625 |
4. | Tax in Singapore |
1. | The highest corporate tax rate (headline tax rate) of the foreign jurisdiction from which the income is received is at least 15% at the time the foreign income is received in Singapore; |
2. | The foreign income had been subjected to tax in the foreign jurisdiction from which they were received (known as the "subject to tax" condition). The rate at which the foreign income was taxed can be different from the headline tax rate; and |
3. | The Tax Comptroller is satisfied that the tax exemption would be beneficial to the person resident in Singapore. |
A. | Profit/(Loss) allocated to the holders of the ordinary shareholders |
For the year ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
(Loss)/profit for the year attributable to Kenon’s shareholders | (13,359 | ) | 434,213 | 236,590 | ||||||||
Profit/(loss) for the year from discontinued operations (after tax) | 24,653 | (5,631 | ) | 476,565 | ||||||||
Less: NCI | - | - | (24,928 | ) | ||||||||
Profit/(loss) for the year from discontinued operations (after tax) attributable to Kenon’s shareholders | 24,653 | (5,631 | ) | 451,637 | ||||||||
(Loss)/profit for the year from continuing operations attributable to Kenon’s shareholders | (38,012 | ) | 439,844 | (215,047 | ) |
For the year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
$ Thousands | ||||||||||||
Profit/(loss) for the year attributable to Kenon’s shareholders | 507,106 | (13,359 | ) | 434,213 | ||||||||
Profit/(loss) for the year from discontinued operations (after tax) attributable to Kenon’s shareholders | 8,476 | 24,653 | (5,631 | ) | ||||||||
Profit/(loss) for the year from continuing operations attributable to Kenon’s shareholders | ||||||||||||
498,630 | (38,012 | ) | 439,844 |
B. | Number of ordinary shares |
For the year ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
Thousands | ||||||||||||
Weighted Average number of shares used in calculation of basic/diluted earnings per share | 53,856 | 53,826 | 53,761 |
For the year ended December 31 | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
Thousands | ||||||||||||
Weighted Average number of shares used in calculation of basic/diluted earnings per share | 53,870 | 53,856 | 53,826 |
(a) | I.C. Power (Latin America businesses) |
Year ended December 31, 2019 | Year ended December 31, 2018 | Year ended December 31, 2017 | ||||||||||
$ Thousands | ||||||||||||
Revenue | - | - | 1,777,232 | |||||||||
Cost of sales and services (excluding depreciation and amortization) | - | - | (1,235,214 | ) | ||||||||
Depreciation and amortization | - | - | (135,733 | ) | ||||||||
Gross profit | - | - | 406,285 | |||||||||
Profit before income taxes | - | - | 152,280 | |||||||||
Recovery of retained claims | 30,000 | 5,340 | - | |||||||||
Income taxes (1) | (5,347 | ) | (10,971 | ) | (73,141 | ) | ||||||
(Loss)/profit after income taxes | 24,653 | (5,631 | ) | 79,139 | ||||||||
Gain on sale of discontinued operations | - | - | 529,923 | |||||||||
Tax on gain/loss on sale of discontinued operations | - | - | (132,497 | ) | ||||||||
Profit/(loss) from discontinued operations | 24,653 | (5,631 | ) | 476,565 | ||||||||
Net cash flows provided by operating activities | - | - | 319,637 | |||||||||
Net cash flows provided by/(used in) investing activities | 24,567 | (155,361 | ) | 816,544 | ||||||||
Net cash flows used in financing activities | - | - | (103,524 | ) | ||||||||
Cash and cash equivalents provided by/(used in) discontinued operations | 24,567 | (155,361 | ) | 1,032,657 |
Year ended December 31, 2020 | Year ended December 31, 2019 | Year ended December 31, 2018 | ||||||||||
$ Thousands | ||||||||||||
Recovery of retained claims | 9,923 | 30,000 | 5,340 | |||||||||
Income taxes | (1,447 | ) | (5,347 | ) | (10,971 | ) | ||||||
Profit/(loss) after income taxes | 8,476 | 24,653 | (5,631 | ) | ||||||||
Net cash flows provided by/(used in) investing activities | 8,476 | 24,567 | (155,361 | ) |
OPC | Quantum | ZIM | Others | Total | ||||||||||||||||
$ Thousands | ||||||||||||||||||||
2020 | ||||||||||||||||||||
Revenue | 385,625 | - | - | 845 | 386,470 | |||||||||||||||
(Loss)/profit before taxes | (8,620 | ) | 303,669 | 210,647 | (5,249 | ) | 500,447 | |||||||||||||
Income Taxes | (3,963 | ) | - | - | (735 | ) | (4,698 | ) | ||||||||||||
(Loss)/profit from continuing operations | (12,583 | ) | 303,669 | 210,647 | (5,984 | ) | 495,749 | |||||||||||||
Depreciation and amortization | 33,981 | - | - | 190 | 34,171 | |||||||||||||||
Financing income | (354 | ) | - | - | (13,937 | ) | (14,291 | ) | ||||||||||||
Financing expenses | 50,349 | 1 | - | 824 | 51,174 | |||||||||||||||
Other items: | - | |||||||||||||||||||
Net gains related to Qoros | - | (309,918 | ) | - | - | (309,918 | ) | |||||||||||||
Write back of impairment of investment | - | - | (43,505 | ) | - | (43,505 | ) | |||||||||||||
Share in losses/(profit) of associated companies | - | 6,248 | (167,142 | ) | - | (160,894 | ) | |||||||||||||
83,976 | (303,669 | ) | (210,647 | ) | (12,923 | ) | (443,263 | ) | ||||||||||||
Adjusted EBITDA | 75,356 | - | - | (18,172 | ) | 57,184 | ||||||||||||||
Segment assets | 1,723,967 | 235,220 | - | 225,998 | 2,185,185 | |||||||||||||||
Investments in associated companies | - | - | 297,148 | - | 297,148 | |||||||||||||||
2,482,333 | ||||||||||||||||||||
Segment liabilities | 1,200,363 | - | - | 5,962 | 1,206,325 |
OPC | Quantum | Others | Total | OPC | Quantum | ZIM | Others | Total | ||||||||||||||||||||||||||||
$ Thousands | $ Thousands | |||||||||||||||||||||||||||||||||||
2019 | ||||||||||||||||||||||||||||||||||||
Revenue | 373,142 | - | 331 | 373,473 | 373,142 | - | - | 331 | 373,473 | |||||||||||||||||||||||||||
Profit/(loss) before taxes | 48,513 | (44,626 | ) | (9,423 | ) | (5,536 | ) | 48,513 | (44,626 | ) | (4,375 | ) | (5,048 | ) | (5,536 | ) | ||||||||||||||||||||
Income Taxes | (14,147 | ) | - | (2,528 | ) | (16,675 | ) | (14,147 | ) | - | - | (2,528 | ) | (16,675 | ) | |||||||||||||||||||||
Profit/(loss) from continuing operations | 34,366 | (44,626 | ) | (11,951 | ) | (22,211 | ) | 34,366 | (44,626 | ) | (4,375 | ) | (7,576 | ) | (22,211 | ) | ||||||||||||||||||||
Depreciation and amortization | 31,141 | - | 951 | 32,092 | 31,141 | - | - | 951 | 32,092 | |||||||||||||||||||||||||||
Financing income | (1,930 | ) | (242 | ) | (15,507 | ) | (17,679 | ) | (1,930 | ) | (242 | ) | - | (15,507 | ) | (17,679 | ) | |||||||||||||||||||
Financing expenses | 28,065 | - | 1,881 | 29,946 | 28,065 | - | - | 1,881 | 29,946 | |||||||||||||||||||||||||||
Other items: | ||||||||||||||||||||||||||||||||||||
Recovery of financial guarantee | - | (11,144 | ) | - | (11,144 | ) | ||||||||||||||||||||||||||||||
Fair value loss on put option | - | 18,957 | - | 18,957 | ||||||||||||||||||||||||||||||||
Net losses related to Qoros | - | 7,813 | - | - | 7,813 | |||||||||||||||||||||||||||||||
Share in losses of associated companies | - | 37,055 | 4,375 | 41,430 | - | 37,055 | 4,375 | - | 41,430 | |||||||||||||||||||||||||||
Provision of financial guarantee | - | |||||||||||||||||||||||||||||||||||
57,276 | 44,626 | (8,300 | ) | 93,602 | 57,276 | 44,626 | 4,375 | (12,675 | ) | 93,602 | ||||||||||||||||||||||||||
Adjusted EBITDA | 105,789 | - | (17,723 | ) | 88,066 | 105,789 | - | - | (17,723 | ) | 88,066 | |||||||||||||||||||||||||
Segment assets | 1,000,329 | 71,580 | 247,155 | 1,319,064 | 1,000,329 | 71,580 | - | 247,155 | 1,319,064 | |||||||||||||||||||||||||||
Investments in associated companies | - | 105,040 | 84,270 | 189,310 | - | 105,040 | 84,270 | - | 189,310 | |||||||||||||||||||||||||||
1,508,374 | 1,508,374 | |||||||||||||||||||||||||||||||||||
Segment liabilities | 761,866 | - | 34,720 | 796,586 | 761,866 | - | - | 34,720 | 796,586 |
OPC | Quantum | Others | Adjustments | Total | ||||||||||||||||
$ Thousands | ||||||||||||||||||||
2018 | ||||||||||||||||||||
Revenue | 363,262 | - | 750 | - | 364,012 | |||||||||||||||
Profit/(loss) before taxes | 36,499 | 456,854 | (31,385 | ) | 461,968 | |||||||||||||||
Income Taxes | (10,233 | ) | - | (1,266 | ) | - | (11,499 | ) | ||||||||||||
Profit/(loss) from continuing operations | 26,266 | 456,854 | (32,651 | ) | - | 450,469 | ||||||||||||||
Depreciation and amortization | 29,809 | - | 607 | 30,416 | ||||||||||||||||
Financing income | (2,031 | ) | (10,371 | ) | (48,430 | ) | 32,240 | (28,592 | ) | |||||||||||
Financing expenses | 27,219 | 2,003 | 33,400 | (32,240 | ) | 30,382 | ||||||||||||||
Other items: | ||||||||||||||||||||
Write back of financial guarantee | - | (62,563 | ) | - | - | (62,563 | ) | |||||||||||||
Gain on third party investment in Qoros | - | (504,049 | ) | - | - | (504,049 | ) | |||||||||||||
Fair value loss on put option | - | 39,788 | - | - | 39,788 | |||||||||||||||
Share in losses of associated companies | - | 78,338 | 26,919 | - | 105,257 | |||||||||||||||
54,997 | (456,854 | ) | 12,496 | - | (389,361 | ) | ||||||||||||||
Adjusted EBITDA | 91,496 | - | (18,889 | ) | - | 72,607 | ||||||||||||||
Segment assets | 893,162 | 91,626 | 239,550 | - | 1,224,338 | |||||||||||||||
Investments in associated companies | - | 139,184 | 91,596 | - | 230,780 | |||||||||||||||
1,455,118 | ||||||||||||||||||||
Segment liabilities | 700,452 | - | 38,948 | - | 739,400 |
OPC | Quantum | Others | Adjustments | Total | ||||||||||||||||
$ Thousands | ||||||||||||||||||||
2017 | ||||||||||||||||||||
Revenue | 365,395 | - | 309 | - | 365,704 | |||||||||||||||
Profit/(loss) before taxes | 22,708 | (127,526 | ) | (30,818 | ) | - | (135,636 | ) | ||||||||||||
Income Taxes | (8,945 | ) | - | (63,864 | ) | - | (72,809 | ) | ||||||||||||
Profit/(loss) from continuing operations | 13,763 | (127,526 | ) | (94,682 | ) | - | (208,445 | ) | ||||||||||||
Depreciation and amortization | 30,102 | - | 692 | - | 30,794 | |||||||||||||||
Financing income | (1,088 | ) | - | (13,230 | ) | 11,414 | (2,904 | ) | ||||||||||||
Financing expenses | 33,753 | 6,328 | 41,499 | (11,414 | ) | 70,166 | ||||||||||||||
Other items: | ||||||||||||||||||||
Share in losses/(income) of associated companies | - | 121,198 | (10,533 | ) | - | 110,665 | ||||||||||||||
Write back of impairment of investments | - | - | (28,758 | ) | - | (28,758 | ) | |||||||||||||
62,767 | 127,526 | (10,330 | ) | - | 179,963 | |||||||||||||||
Adjusted EBITDA | 85,475 | - | (41,148 | ) | - | 44,327 | ||||||||||||||
Segment assets | 939,809 | 15,654 | 1,448,700 | - | 2,404,163 | |||||||||||||||
Investments in associated companies | - | 1,694 | 120,000 | - | 121,694 | |||||||||||||||
2,525,857 | ||||||||||||||||||||
Segment liabilities | 742,692 | 75,081 | 656,737 | - | 1,474,510 |
OPC | Quantum | ZIM | Others | Adjustments | Total | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
2018 | ||||||||||||||||||||||||
Revenue | 363,262 | - | - | 750 | - | 364,012 | ||||||||||||||||||
Profit/(loss) before taxes | 36,499 | 456,854 | (26,919 | ) | (4,466 | ) | 461,968 | |||||||||||||||||
Income Taxes | (10,233 | ) | - | - | (1,266 | ) | - | (11,499 | ) | |||||||||||||||
Profit/(loss) from continuing operations | 26,266 | 456,854 | (26,919 | ) | (5,732 | ) | - | 450,469 | ||||||||||||||||
Depreciation and amortization | 29,809 | - | - | 607 | 30,416 | |||||||||||||||||||
Financing income | (2,031 | ) | (10,371 | ) | - | (48,430 | ) | 32,240 | (28,592 | ) | ||||||||||||||
Financing expenses | 27,219 | 2,003 | - | 33,400 | (32,240 | ) | 30,382 | |||||||||||||||||
Other items: | ||||||||||||||||||||||||
Net gains related to Qoros | - | (526,824 | ) | - | - | - | (526,824 | ) | ||||||||||||||||
Share in losses of associated companies | - | 78,338 | 26,919 | - | - | 105,257 | ||||||||||||||||||
54,997 | (456,854 | ) | 26,919 | (14,423 | ) | - | (389,361 | ) | ||||||||||||||||
Adjusted EBITDA | 91,496 | - | - | (18,889 | ) | - | 72,607 | |||||||||||||||||
Segment assets | 893,162 | 91,626 | - | 239,550 | - | 1,224,338 | ||||||||||||||||||
Investments in associated companies | - | 139,184 | 91,596 | - | - | 230,780 | ||||||||||||||||||
1,455,118 | ||||||||||||||||||||||||
Segment liabilities | 700,452 | - | - | 38,948 | - | 739,400 |
A. | Customer and Geographic Information |
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||||||||||||
Customer | Total revenues | Percentage of revenues of the Group | Total revenues | Percentage of revenues of the Group | Total revenues | Percentage of revenues of the Group | Total revenues | Percentage of revenues of the Group | Total revenues | Percentage of revenues of the Group | Total revenues | Percentage of revenues of the Group | ||||||||||||||||||||||||||||||||||||
Customer 1 | 80,861 | 21.65 | % | 61,482 | 16.89 | % | 50,461 | 13.80 | % | 86,896 | 22.48 | % | 80,861 | 21.65 | % | 61,482 | 16.89 | % | ||||||||||||||||||||||||||||||
Customer 2 | 76,653 | 20.52 | % | 74,019 | 20.33 | % | 75,757 | 20.72 | % | 74,694 | 19.33 | % | 76,653 | 20.52 | % | 74,019 | 20.33 | % | ||||||||||||||||||||||||||||||
Customer 3 | 56,393 | 15.10 | % | 54,639 | 15.01 | % | 53,617 | 14.66 | % | - | * | - | * | 56,393 | 15.10 | % | 54,639 | 15.01 | % | |||||||||||||||||||||||||||||
Customer 4 | 48,724 | 13.05 | % | 42,487 | 11.67 | % | * | * | - | * | - | * | 48,724 | 13.05 | % | 42,487 | 11.67 | % | ||||||||||||||||||||||||||||||
Customer 5 | 39,904 | 10.68 | % | 39,276 | 10.79 | % | 38,223 | 10.45 | % | - | * | - | * | 39,904 | 10.68 | % | 39,276 | 10.79 | % |
For the year ended December 31, | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
$ Thousands | ||||||||||||
Israel | 373,142 | 363,262 | 365,395 | |||||||||
Others | 331 | 750 | 309 | |||||||||
Total revenue | 373,473 | 364,012 | 365,704 |
For the year ended December 31, | ||||||||||||
2020 | 2019 | 2018 | ||||||||||
$ Thousands | ||||||||||||
Israel | 385,625 | 373,142 | 363,262 | |||||||||
Others | 845 | 331 | 750 | |||||||||
Total revenue | 386,470 | 373,473 | 364,012 |
As at December 31, | As at December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Israel | 668,808 | 636,256 | 820,012 | 668,808 | ||||||||||||
Others | 67 | 138 | 1 | 67 | ||||||||||||
Total non-current assets | 668,875 | 636,394 | 820,013 | 668,875 |
A. | Identity of related parties: |
B. | Transactions with directors and officers (Kenon's directors and officers): |
For the year ended December 31, | For the year ended December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Short-term benefits | 1,839 | 2,475 | 1,837 | 1,839 | ||||||||||||
Share-based payments | 511 | 732 | 351 | 511 | ||||||||||||
2,350 | 3,207 | 2,188 | 2,350 |
C. | Transactions with related parties (excluding associates): |
For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
$ Thousands | $ Thousands | |||||||||||||||||||||||
Sale of electricity | 78,362 | 80,269 | 102,443 | 80,416 | 78,362 | 80,269 | ||||||||||||||||||
Sale of gas | - | 6,868 | 31,296 | - | - | 6,868 | ||||||||||||||||||
Other (income)/expenses, net | (63 | ) | 393 | 331 | ||||||||||||||||||||
Cost of sales | 16 | 14 | 14 | |||||||||||||||||||||
Other expenses/(income), net | (90 | ) | (63 | ) | 393 | |||||||||||||||||||
Financing expenses, net | 1,256 | 2,091 | 18,444 | 2,156 | 1,256 | 2,091 | ||||||||||||||||||
Interest expenses capitalized to property plant and equipment | 119 | 312 | - | |||||||||||||||||||||
Repayment of loan to Ansonia | - | (77,085 | ) | - | - | - | (77,085 | ) | ||||||||||||||||
Repayment of loan to IC | - | (239,971 | ) | - | - | - | (239,971 | ) |
D. | Transactions with associates: |
For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
2019 | 2018 | 2017 | 2020 | 2019 | 2018 | |||||||||||||||||||
$ Thousands | $ Thousands | |||||||||||||||||||||||
Finance income, net | - | 8,494 | - | - | - | 8,494 | ||||||||||||||||||
Other income, net | 66 | 140 | 198 | - | 66 | 140 |
As at December 31, | As at December 31, | As at December 31, | As at December 31, | |||||||||||||||||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||||||||||||||||||
Other related parties * | Total | Other related parties * | Total | Other related parties * | Total | Other related parties * | Total | |||||||||||||||||||||||||
$ Thousands | $ Thousands | $ Thousands | $ Thousands | |||||||||||||||||||||||||||||
Cash and cash equivalent | 467 | 467 | - | - | ||||||||||||||||||||||||||||
Short-term deposits and restricted cash | 352,150 | 352,150 | - | - | ||||||||||||||||||||||||||||
Trade receivables | 7,603 | 7,603 | 7,041 | 7,041 | 9,108 | 9,108 | 7,603 | 7,603 | ||||||||||||||||||||||||
Loans and Other Liabilities | ||||||||||||||||||||||||||||||||
In US dollar or linked thereto | (156,431 | ) | (156,431 | ) | (1,481 | ) | (1,481 | ) | (157,449 | ) | (157,449 | ) | (156,431 | ) | (156,431 | ) |
* | IC, Israel Chemicals Ltd (“ICL”), Oil Refineries Ltd (“ |
Gas Sale Agreement with |
F. | For further investment by Kenon into OPC, see Note 10.A.1.h. |
A. | General |
B. | Credit risk |
(1) | Exposure to credit risk |
As at December 31, | As at December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Carrying amount | Carrying amount | |||||||||||||||
Cash and cash equivalents | 147,153 | 131,123 | 286,184 | 147,153 | ||||||||||||
Short-term and long-term deposits and restricted cash | 110,904 | 98,578 | 636,201 | 110,904 | ||||||||||||
Trade receivables and other assets | 332,931 | 325,008 | 61,974 | 332,931 | ||||||||||||
Short-term and long-term derivative instruments | 2,293 | 726 | 279 | 2,293 | ||||||||||||
593,281 | 555,435 | 984,638 | 593,281 |
As at December 31, | As at December 31, | |||||||||||||||
2019 | 2018 | 2020 | 2019 | |||||||||||||
$ Thousands | $ Thousands | |||||||||||||||
Israel | 39,271 | 35,291 | 47,741 | 39,271 | ||||||||||||
Other regions | 50 | 257 | 207 | 50 | ||||||||||||
39,321 | 35,548 | 47,948 | 39,321 |
(2) | Aging of debts |
As at December 31 | ||||||||
2019 | 2018 | |||||||
$ Thousands | $ Thousands | |||||||
Not past due | 39,321 | 35,438 | ||||||
Past due up to 3 months | - | 87 | ||||||
Past due more than one year | - | 23 | ||||||
39,321 | 35,548 |
As at December 31 | ||||||||
2020 | 2019 | |||||||
$ Thousands | $ Thousands | |||||||
Not past due | 47,948 | 39,321 |
C. | Liquidity risk |
As at December 31, 2019 | ||||||||||||||||||||||||
Book value | Projected cash flows | Up to 1 year | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Trade payables | 36,007 | 36,007 | 36,007 | - | - | - | ||||||||||||||||||
Other current liabilities | 9,099 | 9,099 | 9,099 | - | - | - | ||||||||||||||||||
Lease liabilities including interest * | 6,070 | 9,547 | 1,147 | 1,258 | 1,807 | 5,335 | ||||||||||||||||||
Debentures (including interest payable) * | 81,847 | 105,203 | 12,576 | 13,246 | 26,680 | 52,701 | ||||||||||||||||||
Loans from banks and others including interest * | 540,721 | 722,727 | 61,826 | 60,516 | 181,718 | 418,667 | ||||||||||||||||||
673,744 | 882,583 | 120,655 | 75,020 | 210,205 | 476,703 |
As at December 31, 2020 | ||||||||||||||||||||||||
Book value | Projected cash flows | Up to 1 year | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Trade payables | 92,542 | 92,542 | 92,542 | - | - | - | ||||||||||||||||||
Other current liabilities | 24,302 | 24,302 | 24,302 | - | - | - | ||||||||||||||||||
Lease liabilities including interest payable * | 18,605 | 22,075 | 14,378 | 667 | 1,840 | 5,190 | ||||||||||||||||||
Debentures (including interest payable) * | 304,701 | 349,869 | 13,999 | 13,914 | 90,142 | 231,814 | ||||||||||||||||||
Loans from banks and others including interest * | 615,843 | 799,275 | 65,337 | 63,087 | 260,065 | 410,786 | ||||||||||||||||||
Financial liabilities – hedging instruments | ||||||||||||||||||||||||
Interest SWAP contracts | 11,014 | 41,092 | 6,083 | 5,596 | 13,923 | 15,490 | ||||||||||||||||||
Forward exchange rate contracts | 34,273 | 33,409 | 31,637 | 1,772 | - | - | ||||||||||||||||||
Other forward exchange rate contracts | 766 | 748 | 748 | - | - | - | ||||||||||||||||||
1,102,046 | 1,363,312 | 249,026 | 85,036 | 365,970 | 663,280 |
* | Includes current portion of long-term liabilities. |
As at December 31, 2018 | ||||||||||||||||||||||||
Book value | Projected cash flows | Up to 1 year | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Trade payables | 47,672 | 47,672 | 47,672 | - | - | - | ||||||||||||||||||
Other current liabilities | 5,885 | 5,885 | 5,885 | - | - | - | ||||||||||||||||||
Debentures (including interest payable) * | 78,409 | 103,561 | 6,555 | 11,596 | 30,910 | 54,500 | ||||||||||||||||||
Loans from banks and others including interest * | 538,209 | 699,563 | 41,646 | 56,446 | 165,829 | 435,642 | ||||||||||||||||||
670,175 | 856,681 | 101,758 | 68,042 | 196,739 | 490,142 |
As at December 31, 2019 | ||||||||||||||||||||||||
Book value | Projected cash flows | Up to 1 year | 1-2 years | 2-5 years | More than 5 years | |||||||||||||||||||
$ Thousands | ||||||||||||||||||||||||
Non-derivative financial liabilities | ||||||||||||||||||||||||
Trade payables | 36,007 | 36,007 | 36,007 | - | - | - | ||||||||||||||||||
Other current liabilities | 9,099 | 9,099 | 9,099 | - | - | - | ||||||||||||||||||
Lease liabilities including interest payable* | 6,070 | 9,547 | 1,147 | 1,258 | 1,807 | 5,335 | ||||||||||||||||||
Debentures (including interest payable) * | 81,847 | 105,203 | 12,576 | 13,246 | 26,680 | 52,701 | ||||||||||||||||||
Loans from banks and others including interest * | 540,721 | 722,727 | 61,826 | 60,516 | 181,718 | 418,667 | ||||||||||||||||||
Financial liabilities – hedging instruments | ||||||||||||||||||||||||
Interest SWAP contracts | 4,225 | 42,208 | 5,913 | 5,512 | 13,838 | 16,944 | ||||||||||||||||||
677,969 | 924,791 | 126,568 | 80,532 | 224,043 | 493,647 |
* | Includes current portion of long-term liabilities. |
D. Market risks |
As at December 31, 2020 | |||||||||||||||||||
Currency/ linkage receivable | Currency/ linkage payable | Amount receivable | Amount payable | Expiration dates | Fair value | ||||||||||||||
$ Thousands | |||||||||||||||||||
Forward contracts on exchange rates | Dollar | NIS | 12,064 | 39,535 | 2021 | (766 | ) | ||||||||||||
Call options on foreign currency | Dollar | NIS | 50,284 | 189,620 | 2021–2022 | 278 | |||||||||||||
Put options on foreign currency | Dollar | NIS | 35,347 | 9,374 | 2021 | (33 | ) |
As at December 31, 2020 | |||||||||||||||||||
Currency/ linkage receivable | Currency/ linkage payable | Amount receivable | Amount payable | Expiration dates | Fair value | ||||||||||||||
$ Thousands | |||||||||||||||||||
Forward contracts on exchange rates | Dollar | NIS | 175,704 | 598,295 | 2021–2022 | (34,273 | ) |
As at December 31, 2019 | |||||||||||||||||||
Currency/ linkage receivable | Currency/ linkage payable | Amount receivable | Amount payable | Expiration dates | Fair value | ||||||||||||||
$ Thousands | |||||||||||||||||||
Forward contracts on exchange rates | Euro | NIS | 1,753 | 6,747 | 2020 | 54 |
a. | Breakdown of CPI-linked derivative instruments |
As at December 31, 2019 | As at December 31, 2020 | |||||||||||||||||||||||||||||||||
Index receivable | Interest payable | Expiration date | Amount of linked principal | Fair value | Index receivable | Interest payable | Expiration date | Amount of linked principal | Fair value | |||||||||||||||||||||||||
$ Thousands | $ Thousands | |||||||||||||||||||||||||||||||||
CPI-linked derivative instruments | ||||||||||||||||||||||||||||||||||
Interest exchange contract | CPI | 1.70 | % | 2031 | 242,666 | (2,853 | ) | CPI | 1.70 | % | 2031 | 240,462 | (7,371 | ) | ||||||||||||||||||||
Interest exchange contract | CPI | 1.76 | % | 2036 | 106,754 | (1,372 | ) | CPI | 1.76 | % | 2036 | 109,087 | (3,643 | ) |
b. | Exposure to CPI and foreign currency risks |
As at December 31, 2020 | ||||||||||||
Foreign currency | ||||||||||||
Shekel | ||||||||||||
Unlinked | CPI linked | Other | ||||||||||
Non-derivative instruments | ||||||||||||
Cash and cash equivalents | 55,512 | - | 251 | |||||||||
Short-term deposits and restricted cash | 537,563 | - | - | |||||||||
Trade receivables | 47,791 | - | 156 | |||||||||
Other current assets | 2,909 | - | 8 | |||||||||
Investments in other companies | - | - | 235,218 | |||||||||
Long-term deposits and restricted cash | 60,954 | - | - | |||||||||
Total financial assets | 704,729 | - | 235,633 | |||||||||
Trade payables | 41,051 | - | 13,723 | |||||||||
Other current liabilities | 21,056 | 4,952 | 244 | |||||||||
Loans from banks and others and debentures | 131,082 | 789,462 | - | |||||||||
Total financial liabilities | 193,189 | 794,414 | 13,967 | |||||||||
Total non-derivative financial instruments, net | 511,540 | (794,414 | ) | 221,666 | ||||||||
Derivative instruments | - | (11,014 | ) | - | ||||||||
Net exposure | 511,540 | (805,428 | ) | 221,666 |
As at December 31, 2019 | ||||||||||||
Foreign currency | ||||||||||||
Shekel | ||||||||||||
Unlinked | CPI linked | Other | ||||||||||
Non-derivative instruments | ||||||||||||
Cash and cash equivalents | 100,529 | - | 1,633 | |||||||||
Short-term deposits and restricted cash | 33,497 | - | 55 | |||||||||
Trade receivables | 39,003 | - | 50 | |||||||||
Other current assets | 965 | - | 15,992 | |||||||||
Long-term deposits and restricted cash | 73,192 | - | - | |||||||||
Other non-current assets | - | - | 55,575 | |||||||||
Total financial assets | 247,186 | - | 73,305 | |||||||||
Trade payables | 8,888 | - | 10,237 | |||||||||
Other current liabilities | 2,989 | 6,229 | 395 | |||||||||
Loans from banks and others and debentures | 147,792 | 474,775 | 518 | |||||||||
Total financial liabilities | 159,669 | 481,004 | 11,150 | |||||||||
Total non-derivative financial instruments, net | 87,517 | (481,004 | ) | 62,155 | ||||||||
Derivative instruments | - | (4,225 | ) | - | ||||||||
Net exposure | 87,517 | (485,229 | ) | 62,155 |
As at December 31, 2018 | ||||||||||||
Foreign currency | ||||||||||||
Shekel | ||||||||||||
Unlinked | CPI linked | Other | ||||||||||
Non-derivative instruments | ||||||||||||
Cash and cash equivalents | 86,896 | - | 2,778 | |||||||||
Short-term investments, deposits and loans | 27,638 | - | 55 | |||||||||
Trade receivables | 35,291 | - | 44 | |||||||||
Other receivables | 286 | - | 26 | |||||||||
Long-term deposits and loans | 48,490 | - | - | |||||||||
Other non-current assets | - | - | 65,668 | |||||||||
Total financial assets | 198,601 | - | 68,571 | |||||||||
Trade payables | 23,774 | - | 9,968 | |||||||||
Other payables | 2,215 | - | 811 | |||||||||
Loans from banks and others and debentures | 163,162 | 450,571 | - | |||||||||
Total financial liabilities | 189,151 | 450,571 | 10,779 | |||||||||
Total non-derivative financial instruments, net | 9,450 | (450,571 | ) | 57,792 | ||||||||
Derivative instruments | - | - | 90,184 | |||||||||
Net exposure | 9,450 | (450,571 | ) | 147,976 |
As at December 31, 2019 | ||||||||||||||||
10% increase | 5% increase | 5% decrease | 10% decrease | |||||||||||||
$ Thousands | ||||||||||||||||
Non-derivative instruments | ||||||||||||||||
Shekel/dollar | (1,601 | ) | (863 | ) | 863 | 1,601 | ||||||||||
CPI | (26,640 | ) | (13,320 | ) | 10,524 | 10,914 | ||||||||||
As at December 31, 2018 | ||||||||||||||||
10% increase | 5% increase | 5% decrease | 10% decrease | |||||||||||||
$ Thousands | ||||||||||||||||
Non-derivative instruments | ||||||||||||||||
Shekel/dollar | (35,582 | ) | (18,658 | ) | 18,658 | 35,582 | ||||||||||
CPI | (25,875 | ) | (12,937 | ) | 10,222 | 10,600 |
As at December 31, 2020 | ||||||||||||||||
10% increase | 5% increase | 5% decrease | 10% decrease | |||||||||||||
$ Thousands | ||||||||||||||||
Non-derivative instruments | ||||||||||||||||
Shekel/dollar | 452 | 226 | (226 | ) | (452 | ) |
As at December 31, 2020 | ||||||||||||||||
2% increase | 1% increase | 1% decrease | 2% decrease | |||||||||||||
$ Thousands | ||||||||||||||||
Non-derivative instruments | ||||||||||||||||
CPI | (13,455 | ) | (6,727 | ) | 3,346 | 6,095 |
As at December 31, 2019 | ||||||||||||||||
10% increase | 5% increase | 5% decrease | 10% decrease | |||||||||||||
$ Thousands | ||||||||||||||||
Non-derivative instruments | ||||||||||||||||
Shekel/dollar | (1,601 | ) | (863 | ) | 863 | 1,601 |
As at December 31, 2019 | ||||||||||||||||
2% increase | 1% increase | 1% decrease | 2% decrease | |||||||||||||
$ Thousands | ||||||||||||||||
Non-derivative instruments | ||||||||||||||||
CPI | (130 | ) | (63 | ) | 56 | 112 |
(2) | Interest rate risk |
As at December 31, | ||||||||
2019 | 2018 | |||||||
Carrying amount | ||||||||
$ Thousands | ||||||||
Fixed rate instruments | ||||||||
Financial assets | 72,958 | 55,027 | ||||||
Financial liabilities | (621,754 | ) | (586,334 | ) | ||||
(548,796 | ) | (531,307 | ) | |||||
Variable rate instruments | ||||||||
Financial assets | 131,073 | 102,392 |
As at December 31, | ||||||||
2020 | 2019 | |||||||
Carrying amount | ||||||||
$ Thousands | ||||||||
Fixed rate instruments | ||||||||
Financial assets | 580,607 | 72,958 | ||||||
Financial liabilities | (860,787 | ) | (621,754 | ) | ||||
(280,180 | ) | (548,796 | ) | |||||
Variable rate instruments | ||||||||
Financial assets | 86,028 | 131,073 | ||||||
Financial liabilities | (57,078 | ) | - | |||||
28,950 | 131,073 |
As at December 31, 2019 | ||||||||
100bp increase | 100 bp decrease | |||||||
$ Thousands | ||||||||
Variable rate instruments | 1,311 | (1,311 | ) | |||||
As at December 31, 2018 | ||||||||
100bp increase | 100 bp decrease | |||||||
$ Thousands | ||||||||
Variable rate instruments | 1,024 | (1,024 | ) |
As at December 31, 2020 | ||||||||
100bp increase | 100 bp decrease | |||||||
$ Thousands | ||||||||
Variable rate instruments | 290 | (290 | ) |
As at December 31, 2019 | ||||||||
100bp increase | 100 bp decrease | |||||||
$ Thousands | ||||||||
Variable rate instruments | 1,311 | (1,311 | ) |
E. | Fair value |
(1) | Fair value compared with carrying value |
As at December 31, 2020 | ||||||||
Carrying amount | Fair value | |||||||
Liabilities | $ Thousands | |||||||
Non-convertible debentures | 304,701 | 328,426 | ||||||
Long-term loans from banks and others (excluding interest) | 615,403 | 733,961 |
As at December 31, 2019 | ||||||||||||||||
Carrying amount | Fair value | As at December 31, 2019 | ||||||||||||||
$ Thousands | Carrying amount | Fair value | ||||||||||||||
Liabilities | $ Thousands | |||||||||||||||
Non-convertible debentures | 81,847 | 93,930 | 81,847 | 93,930 | ||||||||||||
Long-term loans from banks and others (excluding interest) | 540,350 | 649,100 | 540,350 | 649,100 | ||||||||||||
As at December 31, 2018 | ||||||||||||||||
Carrying amount | Fair value | |||||||||||||||
$ Thousands | ||||||||||||||||
Non-convertible debentures | 78,409 | 80,998 | ||||||||||||||
Long-term loans from banks and others (excluding interest) | 508,203 | 555,570 |
(2) | Hierarchy of fair value |
As at | As at | |||||||
December 31, 2019 | December 31, 2018 | |||||||
Level 3 | Level 3 | |||||||
$ Thousands | $ Thousands | |||||||
Assets | ||||||||
Qoros put option | 71,146 | 90,103 |
As at December 31, 2020 | As at December 31, 2019 | |||||||
Level 3 | Level 3 | |||||||
$ Thousands | $ Thousands | |||||||
Assets | ||||||||
Long-term investment | 235,218 | - | ||||||
Qoros put option | - | 71,146 |
Type | Valuation technique | Significant unobservable data | Inter-relationship between significant unobservable inputs and fair value measurement |
Long-term investment | The Group assessed the fair value of: (1) the equity interest using a market comparison technique based on market multiples derived from the quoted prices of companies comparable to the investee, taking into consideration certain adjustments including the effect of the non-marketability of the equity investments; and (2) the put option using standard valuation techniques such as: Binomial model using risk free rates from market information suppliers. | - Adjusted market multiples. - The Group researched on data from comparable companies on inputs such as expected volatility and credit risk. | The estimated fair value would increase (decrease) if: - the period end price is higher (lower) - the volatility is higher (lower) - the credit risk is lower (higher) |
Put | The Group applies standard valuation techniques such as: Binomial model using risk free rates from market information suppliers. | The group researched on data from comparable companies on inputs such as expected volatility and credit risk. | The estimated fair value would - the volatility is higher (lower) - the credit risk is lower (higher) |
1. |
A. |
OPC |
A. | Share issuance |
B. | In January 2021, OPC completed the |
C. | In April 2021, OPC announced that it signed an agreement to purchase an interest in Gnrgy Ltd. (“Gnrgy”), whose business focuses on |
3. | ZIM |
A. | Initial Public Offering |
4. |
Installment | Amount (RMB) | Percentage of the Aggregate Purchase Price | Payment Date |
Deposit | 78,000,000 | 5% | July 31, 2021, or earlier if certain conditions are met1 |
First Payment | 312,000,000 | 20% | September 30, 20211 |
Second Payment | 390,000,000 | 25% | March 31, 20221 |
Third Payment | 390,000,000 | 25% | September 30, 2022 |
Fourth Payment | 390,000,000 | 25% | March 31, 2023 |
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: April 163
Index to Exhibits
164
165
166 |