Investment in Associated Companies | Note 9 – Investment in Associated Companies A. Condensed information regarding significant associated companies 1. Condensed CPV CPV CPV CPV CPV CPV ZIM Fairview Maryland Shore Towantic Valley Three Rivers As at December 31, 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 $ Thousands Principal place of business International US US US US US US Proportion of ownership interest 21% 21% 25% 25% 25% 25% 37.5% 37.5% 26% 26% 50% 50% 10% 10% Current assets 2,571,400 4,271,600 44,500 98,942 46,586 73,985 54,014 92,808 74,591 86,698 48,015 59,191 52,425 32,626 Non-current assets 5,774,600 7,353,700 911,763 938,869 650,720 654,720 935,750 983,576 880,572 936,268 673,339 678,540 1,393,984 1,338,392 Current liabilities (2,518,100 ) (2,662,200 ) (64,909 ) (166,468 ) (64,155 ) (73,883 ) (64,360 ) (53,619 ) (201,226 ) (133,746 ) (105,317 ) (542,176 ) (120,546 ) (47,939 ) Non-current liabilities (3,369,900 ) (3,067,200 ) (344,274 ) (400,309 ) (314,069 ) (320,518 ) (645,995 ) (649,860 ) (222,946 ) (490,610 ) (371,771 ) (6,450 ) (711,571 ) (820,943 ) Total net assets 2,458,000 5,895,900 547,080 471,034 319,082 334,304 279,409 372,905 530,991 398,610 244,266 189,105 614,292 502,136 Group’s share of net assets 507,019 1,217,797 136,770 117,759 79,771 83,576 104,862 139,951 138,058 103,639 122,133 94,553 62,370 60,609 Adjustments: Excess cost 150,884 138,071 79,018 80,414 (13,943 ) (14,396 ) (48,999 ) (52,777 ) 26,561 26,615 (503 ) (806 ) 8,368 8,379 Total impairment loss (928,809 ) (928,809 ) - - - - - - - - - - - - Unrecognised losses* 270,906 - - - - - - - - - - - - - Book value of investment - 427,059 215,788 198,173 65,828 69,180 55,863 87,174 164,619 130,254 121,630 93,747 70,738 68,988 Investments in associated companies - 427,059 215,788 198,173 65,828 69,180 55,863 87,174 164,619 130,254 121,630 93,747 70,738 68,988 As of December 31, 2023, the Group also has interests in a number of individually immaterial associates. * As of December 31, 2023, additional share of losses of $271 million were unrecognized as the carrying amount of ZIM has been reduced to zero. 2. Condensed financia l information CPV CPV CPV CPV CPV CPV ZIM** Fairview Maryland Shore Towantic Valley Three Rivers For the year ended December 31, 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021 $ Thousands Revenue 5,162,200 12,561,600 10,728,698 273,763 373,967 199,030 238,800 243,710 170,292 134,805 261,386 189,985 395,779 494,665 258,292 239,165 405,548 139,473 145,380 (2,722 ) 174 Loss/income* (2,695,600 ) 4,619,400 4,640,305 106,110 98,907 9,666 23,956 33,249 5,420 (74,767 ) 6,853 16,247 163,651 47,436 18,520 32,527 69,138 (58,793 ) 603 (7,934 ) (9,281 ) Other comprehensive income * 12,300 (41,200 ) (3,462 ) (17,066 ) 15,730 11,192 (25,678 ) 6,419 10,983 (18,728 ) 16,301 7,779 (31,270 ) 22,616 11,140 22,637 1,178 3,710 (12,310 ) 53,814 19,361 Total comprehensive income (2,683,300 ) 4,578,200 4,636,843 89,044 114,637 20,858 (1,722 ) 39,668 16,403 (93,495 ) 23,154 24,026 132,381 70,052 29,660 55,164 70,316 (55,083 ) (11,707 ) 45,880 10,080 Kenon’s share of comprehensive income (279,236 ) 1,023,567 1,258,913 22,261 28,659 5,214 (431 ) 9,917 4,101 (35,089 ) 8,690 9,017 34,419 18,214 7,711 27,582 35,158 (27,542 ) (1,171 ) 4,588 1,008 Adjustments 13,190 558 1,116 (1,928 ) (1,267 ) (1,249 ) 453 458 2,354 3,777 3,554 3,644 (54 ) (184 ) 50 301 413 681 (11 ) - - Kenon’s share of comprehensive income presented in the books (266,046 ) 1,024,125 1,260,029 20,333 27,392 3,965 22 10,375 6,455 (31,312 ) 12,244 12,661 34,365 18,030 7,761 27,883 35,571 (26,861 ) (1,182 ) 4,588 1,008 * Excludes portion attributable to non-controlling interest. ** As of December 31, 2023, additional share of losses of $271 million were unrecognized as the carrying amount of ZIM has been reduced to zero. B. Additional information a. ZIM 1. Financial position As of December 31, 2023, ZIM’s total equity amounted to $2.5 billion (2022: $5.9 billion) and its working capital amounted to $53 million (2022: $1.6 billion). During the year ended December 31, 2023, ZIM recorded operating loss of $2.5 billion (2022: operating profit of $6.1 billion; 2021: operating profit of $5.8 billion) and net loss of $2.7 billion (2022: net profit of $4.6 billion; 2021: net profit of $4.6 billion). For the year ended December 31 2023 2022 2021 Note $ Thousands $ Thousands $ Thousands Gain on dilution from ZIM IPO 9.B.a.2 - - 9,724 Loss on dilution from ZIM options exercised 9.B.a.3 (860 ) (3,475 ) (39,438 ) Gain on sale of ZIM shares 9.B.a.4 - 204,634 29,510 (Impairment)/write back of ZIM investment 9.B.a.5 - (928,809 ) - (860 ) (727,650 ) (204 ) 2. Initial public offering In February 2021, ZIM completed its initial public offering (“IPO”) of 15,000,000 ordinary shares (including shares issued upon the exercise of the underwriters’ option), for gross consideration of $225 million (before deducting underwriting discounts and commissions or other offering expenses). ZIM’s ordinary shares began trading on the NYSE on January 28, 2021. Prior to the IPO, ZIM obtained waivers from its notes holders, subject to the completion of ZIM’s IPO, by which certain requirements and limitations in respect of repurchase of debt, incurrences of debt, vessel financing, reporting requirements and dividend distributions, were relieved or removed. As a result of the IPO, Kenon’s interest in ZIM was diluted from 32% to 28%. Following the IPO, Kenon recognized a gain on dilution of $10 million in its consolidated financial statements in 2021. 3. Exercise of ZIM options In 2023, ZIM issued approximately 137 thousand (2022: 407 thousand; 2021: 5.2 million) shares as a result of options being exercised. As a result of the issuance, Kenon recognized a loss on dilution of approximately $1 million (2022: $3 million, 2021: $39 million) in its consolidated financial statements. 4. Sales of ZIM shares Between September and November 2021, Kenon sold approximately 1.2 million ZIM shares at an average price of $58 per share for a total consideration of approximately $67 million. As a result, Kenon recognized a gain on sale of approximately $30 million in its consolidated financial statements. As of December 31, 2021, as a result of the sales of ZIM shares and the issuance of new shares described in Note 9.B.a.3, Kenon’s interest in ZIM reduced from 28% to 26%. In March 2022, Kenon sold approximately 6 million ZIM shares at an average price of $77 per share for total consideration of approximately $463 million. As a result of the sale, Kenon recognized a gain on sale of approximately $205 million in its consolidated financial statements. As of December 31, 2023 and 2022, as a result of the sales of ZIM shares and the issuance of new shares described in Note 9.B.a.3, Kenon’s interest in ZIM reduced from 26% to 21%. 5. Impairment assessment For the purposes of Kenon’s impairment assessment of its investment, ZIM is considered one CGU, which consists of all of ZIM’s operating assets. The recoverable amount is based on the higher of the value-in-use and the fair value less cost of disposal (“FVLCOD”). Year Ended December 31, 2023 As of December 31, 2023, the carrying amount of ZIM has been reduced to zero after taking into account the equity accounted losses of ZIM and therefore, no assessment of further impairment of ZIM was necessary. Further, as of December 31, 2023, Kenon did not identify any objective evidence that the previously recognized impairment loss no longer exists or the previously assessed impairment amount may have decreased, and therefore, in accordance with IAS 36, no reversal of impairment was recognized. Year Ended December 31, 2022 Kenon identified indicators of impairment in accordance with IAS 28 as a result of a significant decrease in ZIM’s market capitalization towards the end of 2022. Therefore, the carrying value of Kenon’s investment in ZIM was tested for impairment in accordance with IAS 36. Kenon assessed the fair value of ZIM to be its market value as of December 31, 2022 and also assessed that, based solely on publicly available information within the current volatile shipping industry, no reasonable VIU calculation could be performed. As a result, Kenon concluded that the recoverable amount of its investment in ZIM is the market value. ZIM is accounted for as an individual share making up the investment and therefore no premium is added to the fair value of ZIM. Kenon measures the recoverable amount based on FVLCOD, measured at Level 1 fair value measurement under IFRS 13. Given that market value is below carrying value Kenon recognized an impairment of $929 million. Year Ended December 31, 2021 Kenon did not identify any objective evidence that its net investment in ZIM was impaired as of 31 December 31, 2021 and therefore, in accordance with IAS 28, no assessment of the recoverable amount of ZIM was performed. C. OPC’s associated companies Ownership interest as at December 31 Note Main location of company’s activities 2023 2022 CPV Valley Holdings, LLC 9.C.1 New York 50 % 50 % CPV, Three Rivers, LLC Illinois 10 % 10 % CPV Fairview, LLC Pennsylvania 25 % 25 % CPV Maryland, LLC Maryland 25 % 25 % CPV Shore Holdings, LLC New Jersey 38 % 38 % CPV Towantic, LLC Connecticut 26 % 26 % 1. CPV Valley Holdings, LLC (“CPV Valley”) CPV Valley’s financial statements as of December 31, 2022 included a disclosure of circumstances related to CPV Valley’s ability to repay its liabilities under its credit agreement of over $400 million at the repayment date of the liabilities, i.e. June 30, 2023. During 2023, CPV Valley’s financing agreement was amended and extended to May 31, 2026. On the signing date of the new financing agreement, CPV Valley repaid $55 million of the financing arrangement, of which shareholders’ loans of $17 million were extended to CPV Valley from OPC. Subsequently, the total loan amount under the new financing agreement is $415 million. |