Exhibit 99.2
Financial Information for the Years Ended December 31, 2023 and 2022 of Kenon and OPC and
Reconciliation of Certain non-IFRS Financial Information
Table of Contents
Appendix A: Summary of Kenon’s consolidated financial information
Appendix B: Summary of OPC’s consolidated financial information
Appendix C: Definition of OPC’s Adjusted EBITDA and non-IFRS reconciliation
Appendix D: Summary of financial information of OPC’s subsidiaries
Appendix E: Definition of ZIM’s Adjusted EBITDA and non-IFRS reconciliation
Summary Kenon consolidated financial information
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Financial Position as of December 31, 2023 and 2022
Consolidated Statements of Financial Position as of December 31, 2023 and 2022
December 31, | December 31, | |||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 697 | 535 | ||||||
Short-term deposits and restricted cash | 1 | 46 | ||||||
Trade receivables | 68 | 74 | ||||||
Short-term derivative instruments | 3 | 3 | ||||||
Other investments | 216 | 345 | ||||||
Other current assets | 111 | 59 | ||||||
Total current assets | 1,096 | 1,062 | ||||||
Non-current assets | ||||||||
Investment in ZIM (associated company) | - | 427 | ||||||
Investment in OPC’s associated companies | 703 | 652 | ||||||
Long-term restricted cash | 16 | 15 | ||||||
Long-term derivative instruments | 14 | 16 | ||||||
Deferred taxes, net | 16 | 6 | ||||||
Property, plant and equipment, net | 1,715 | 1,223 | ||||||
Intangible assets, net | 321 | 221 | ||||||
Long-term prepaid expenses and other non-current assets | 52 | 23* | ||||||
Right-of-use assets, net | 175 | 127* | ||||||
Total non-current assets | 3,012 | 2,710 | ||||||
Total assets | 4,108 | 3,772 | ||||||
Current liabilities | ||||||||
Current maturities of loans from banks and others | 170 | 39 | ||||||
Trade and other payables | 182 | 134 | ||||||
Short-term derivative instruments | 2 | 1 | ||||||
Current tax liabilities | - | 1 | ||||||
Deferred taxes | - | 1 | ||||||
Current maturities of lease liabilities | 5 | 17 | ||||||
Total current liabilities | 359 | 193 | ||||||
Non-current liabilities | ||||||||
Long-term loans from banks and others | 906 | 610 | ||||||
Debentures | 454 | 513 | ||||||
Deferred taxes, net | 137 | 98 | ||||||
Other non-current liabilities | 110 | 42 | ||||||
Long-term derivative instruments | 16 | - | ||||||
Long-term lease liabilities | 56 | 20 | ||||||
Total non-current liabilities | 1,679 | 1,283 | ||||||
Total liabilities | 2,038 | 1,476 | ||||||
Equity | ||||||||
Share capital | 50 | 50 | ||||||
Translation reserve | (4 | ) | 1 | |||||
Capital reserve | 70 | 42 | ||||||
Accumulated profit | 1,087 | 1,505 | ||||||
Equity attributable to owners of the Company | 1,203 | 1,598 | ||||||
Non-controlling interests | 867 | 698 | ||||||
Total equity | 2,070 | 2,296 | ||||||
Total liabilities and equity | 4,108 | 3,772 |
* Reclassified
2
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Profit or Loss for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Profit or Loss for the Years Ended December 31, 2023 and 2022
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Revenue | 692 | 574 | ||||||
Cost of sales and services (excluding depreciation and amortization) | (494 | ) | (417 | ) | ||||
Depreciation and amortization | (78 | ) | (57 | ) | ||||
Gross profit | 120 | 100 | ||||||
Selling, general and administrative expenses | (86 | ) | (100 | ) | ||||
Other income | 8 | 3 | ||||||
Operating profit | 42 | 3 | ||||||
Financing expenses | (66 | ) | (50 | ) | ||||
Financing income | 39 | 45 | ||||||
Financing expenses, net | (27 | ) | (5 | ) | ||||
Losses related to ZIM | (1 | ) | (728 | ) | ||||
Share in (losses)/profit of associated companies, net | ||||||||
- ZIM | (266 | ) | 1,033 | |||||
- OPC’s associated companies | 66 | 85 | ||||||
(Loss)/profit before income taxes | (186 | ) | 388 | |||||
Income tax expense | (25 | ) | (38 | ) | ||||
(Loss)/profit for the period | (211 | ) | 350 | |||||
Attributable to: | ||||||||
Kenon’s shareholders | (236 | ) | 313 | |||||
Non-controlling interests | 25 | 37 | ||||||
(Loss)/profit for the period | (211 | ) | 350 | |||||
Basic/diluted (loss)/profit per share attributable to Kenon’s shareholders (in dollars): | ||||||||
Basic/diluted (loss)/profit per share | (4.42 | ) | 5.80 |
3
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Cash flows from operating activities | ||||||||
(Loss)/profit for the period | (211 | ) | 350 | |||||
Adjustments: | ||||||||
Depreciation and amortization | 91 | 63 | ||||||
Financing expenses, net | 27 | 5 | ||||||
Losses related to ZIM | 1 | 728 | ||||||
Share in losses/(profit) of associated companies, net | 200 | (1,118 | ) | |||||
Share-based payments | (2 | ) | 20 | |||||
Other expenses, net | 5 | - | ||||||
Income tax expense | 25 | 38 | ||||||
136 | 86 | |||||||
Change in trade and other receivables | (3 | ) | (29 | ) | ||||
Change in trade and other payables | (9 | ) | (11 | ) | ||||
Cash generated from operating activities | 124 | 46 | ||||||
Income taxes paid, net | (2 | ) | (2 | ) | ||||
Dividends received from associated companies | ||||||||
- ZIM | 151 | 727 | ||||||
- OPC’s associated company | 4 | |||||||
Net cash provided by operating activities | 277 | 771 |
4
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Cash flows from investing activities | ||||||||
Short-term deposits and restricted cash, net | 50 | (46 | ) | |||||
Short-term collaterals deposits, net | 30 | (19 | ) | |||||
Investment in long-term deposits, net | - | 13 | ||||||
Investment in associated companies, less cash acquired | (8 | ) | (3 | ) | ||||
Acquisition of subsidiary, less cash acquired | (327 | ) | - | |||||
Acquisition of property, plant and equipment, intangible assets and payment of long-term advance deposits and prepaid expenses | (332 | ) | (281 | ) | ||||
Proceeds from sale of interest in ZIM | - | 464 | ||||||
Proceeds from distribution from associated company | 3 | 4 | ||||||
Proceeds from sale of subsidiary, net of cash disposed off | 2 | - | ||||||
Proceeds from sale of other investments | 194 | 309 | ||||||
Purchase of other investments | (50 | ) | (651 | ) | ||||
Long-term loans to an associate | (24 | ) | - | |||||
Interest received | 28 | 6 | ||||||
Proceeds from transactions in derivatives, net | 2 | 1 | ||||||
Net cash used in investing activities | (432 | ) | (203 | ) | ||||
Cash flows from financing activities | ||||||||
Repayment of long-term loans, debentures and lease liabilities | (168 | ) | (56 | ) | ||||
Proceed from short-term loans from banking corporations | 62 | 102 | ||||||
Proceed from Veridis transaction | 129 | - | ||||||
Proceeds from issuance of share capital by a subsidiary to non-controlling interests, net of issuance expenses | - | 193 | ||||||
Investments from holders of non-controlling interests in the capital of a subsidiary | 64 | 37 | ||||||
Tax equity investment | 82 | - | ||||||
Receipt from long-term loans | 392 | - | ||||||
Proceeds from/(payment) in respect of derivative financial instruments, net | 2 | (1 | ) | |||||
Repurchase of shares | (28 | ) | - | |||||
Costs paid in advance in respect of taking out of loans | (20 | ) | (3 | ) | ||||
Cash distribution and dividends paid | (150 | ) | (741 | ) | ||||
Interest paid | (41 | ) | (25 | ) | ||||
Net cash provided by/(used in) financing activities | 324 | (494 | ) | |||||
Increase in cash and cash equivalents | 169 | 74 | ||||||
Cash and cash equivalents at beginning of the year | 535 | 475 | ||||||
Effect of exchange rate fluctuations on balances of cash and cash equivalents | (7 | ) | (14 | ) | ||||
Cash and cash equivalents at end of the period | 697 | 535 |
5
Information regarding reportable segments
Information regarding activities of the reportable segments are set forth in the following table.
For the year ended December 31, 2023 | ||||||||||||||||||||
OPC Israel | CPV Group | ZIM | Other | Consolidated Results | ||||||||||||||||
$ millions | ||||||||||||||||||||
Revenue | 619 | 73 | - | - | 692 | |||||||||||||||
Depreciation and amortization | 66 | 25 | - | - | 91 | |||||||||||||||
Financing income | 6 | 6 | - | 27 | 39 | |||||||||||||||
Financing expenses | (48 | ) | (17 | ) | - | (1 | ) | (66 | ) | |||||||||||
Losses related to ZIM | - | - | (1 | ) | - | (1 | ) | |||||||||||||
Share in profit/(loss) of associated companies | - | 66 | (266 | ) | - | (200 | ) | |||||||||||||
Profit/(loss) before taxes | 49 | 17 | (267 | ) | 15 | (186 | ) | |||||||||||||
Income tax expense | (14 | ) | (5 | ) | - | (6 | ) | (25 | ) | |||||||||||
Profit/(loss) for the period | 35 | 12 | (267 | ) | 9 | (211 | ) | |||||||||||||
Adjusted EBITDA | 157 | 147 | - | (10 | ) | 294 |
For the year ended December 31, 2022 | ||||||||||||||||||||
OPC Israel | CPV Group | ZIM | Other | Consolidated Results | ||||||||||||||||
$ millions | ||||||||||||||||||||
Revenue | 517 | 57 | - | - | 574 | |||||||||||||||
Depreciation and amortization | (47 | ) | (16 | ) | - | - | (63 | ) | ||||||||||||
Financing income | 10 | 25 | - | 10 | 45 | |||||||||||||||
Financing expenses | (42 | ) | (7 | ) | - | (1 | ) | (50 | ) | |||||||||||
Gains related to ZIM | - | - | (728 | ) | - | (728 | ) | |||||||||||||
Share in profit of associated companies | - | 85 | 1,033 | - | 1,118 | |||||||||||||||
Profit/(loss) before taxes | 24 | 61 | 305 | (2 | ) | 388 | ||||||||||||||
Income tax expense | (10 | ) | (10 | ) | - | (18 | ) | (38 | ) | |||||||||||
Profit/(loss) for the period | 14 | 51 | 305 | (20 | ) | 350 | ||||||||||||||
Adjusted EBITDA | 103 | 147 | - | (11 | ) | 239 |
6
Summary of OPC consolidated financial information
OPC’s Consolidated Statements of Profit or Loss
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Revenue | 692 | 574 | ||||||
Cost of sales (excluding depreciation and amortization) | (494 | ) | (417 | ) | ||||
Depreciation and amortization | (78 | ) | (57 | ) | ||||
Gross profit | 120 | 100 | ||||||
Selling, general and administrative expenses | (73 | ) | (86 | ) | ||||
Other income, net | 6 | - | ||||||
Operating profit | 53 | 14 | ||||||
Financing expenses | (65 | ) | (49 | ) | ||||
Financing income | 12 | 35 | ||||||
Financing expenses, net | (53 | ) | (14 | ) | ||||
Share in profit of associated companies, net | 66 | 85 | ||||||
Profit before income taxes | 66 | 85 | ||||||
Income tax expense | (19 | ) | (20 | ) | ||||
Profit for the period | 47 | 65 | ||||||
Attributable to: | ||||||||
Equity holders of the company | 40 | 50 | ||||||
Non-controlling interest | 7 | 15 | ||||||
Profit for the period | 47 | 65 |
7
Summary Data from OPC’s Consolidated Statement of Cash Flows
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Cash flows provided by operating activities | 135 | 63 | ||||||
Cash flows used in investing activities | (594 | ) | (329 | ) | ||||
Cash flows provided by financing activities | 503 | 286 | ||||||
Increase in cash and cash equivalents | 44 | 20 | ||||||
Cash and cash equivalents at end of the period | 278 | 241 |
Summary Data from OPC’s Consolidated Statement of Financial Position
As at | ||||||||
December 31, 2023 | December 31, 2022 | |||||||
$ millions | ||||||||
Total financial liabilities1 | 1,530 | 1,163 | ||||||
Total monetary assets2 | 278 | 287 | ||||||
Investment in associated companies | 703 | 652 | ||||||
Total equity attributable to the owners | 1,061 | 997 | ||||||
Total assets | 3,479 | 2,709 |
1. | Including loans from banks and others and debentures |
2. | Including cash and cash equivalents, term deposits and restricted cash |
8
Definition of OPC’s EBITDA and Adjusted EBITDA and non-IFRS reconciliation
This press release, including the financial tables, presents OPC’s Adjusted EBITDA, which is a non-IFRS financial measure.
OPC’s EBITDA is defined for each period as net profit/(loss) before depreciation and amortization, financing expenses, net, share of depreciation and amortization and financing expenses, net, included within share of profit of associated companies, net and income tax expense. OPC’s Adjusted EBITDA is defined as net profit/(loss) before depreciation and amortization, financing expenses, net, share of depreciation and amortization and financing expenses, net, included within share of profit of associated companies, net, income tax expense, changes in net expenses, not in the ordinary course of business and/or of a non-recurring nature, other income/(expenses) and share of changes in fair value of derivative financial instruments. EBITDA and Adjusted EBITDA are not recognized under IFRS as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. EBITDA and Adjusted EBITDA are not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of EBITDA and Adjusted EBITDA as measures of OPC’s profitability since it does not take into consideration certain costs and expenses that result from OPC’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.
OPC believes that the disclosure of EBITDA and Adjusted EBITDA provides useful information to investors and financial analysts in their review of the company’s, its subsidiaries’, and its associated companies’ operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates.
Set forth below is a reconciliation of OPC’s net profit to EBITDA and Adjusted EBITDA for the periods presented. Other companies may calculate EBITDA and Adjusted EBITDA differently, and therefore this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
Profit for the period | 47 | 65 | ||||||
Depreciation and amortization | 91 | 63 | ||||||
Financing expenses, net | 53 | 14 | ||||||
Share of depreciation and amortization and financing expenses, net, included within share of profit of associated companies, net | 91 | 83 | ||||||
Income tax expense | 19 | 20 | ||||||
EBITDA | 301 | 245 | ||||||
Changes in net expenses, not in the ordinary course of business and/or of a non-recurring nature | 5 | 2 | ||||||
Share of changes in fair value of derivative financial instruments | (2 | ) | 3 | |||||
Adjusted EBITDA | 304 | 250 |
9
Summary Financial Information of OPC’s Subsidiaries
The tables below set forth debt, cash and cash equivalents, and debt service reserves for OPC’s subsidiaries as of December 31, 2023 and December 31, 2022 (in $ millions):
As of December 31, 2023 | OPC Energy | OPC-Rotem | OPC-Hadera | OPC-Tzomet | OPC-Gat | CPV- Keenan | Others | Total | ||||||||||||||||||||||||
Debt (including accrued interest) | 56 | - | 177 | 306 | 120 | 79 | 161 | 899 | ||||||||||||||||||||||||
Cash and cash equivalents (including restricted cash used for debt service) | 44 | 2 | 27 | 26 | 3 | - | 93 | 195 | ||||||||||||||||||||||||
Derivative financial instruments for hedging principal and/or interest | - | - | 10 | - | - | 5 | (1 | ) | 14 | |||||||||||||||||||||||
Net debt* | 12 | (2 | ) | 140 | 280 | 116 | 73 | 69 | 688 |
As of December 31, 2022 | OPC Energy | OPC-Rotem | OPC-Hadera | OPC-Tzomet | CPV Keenan | Others | Total | |||||||||||||||||||||
Debt (including accrued interest) | 527 | - | 190 | 237 | 88 | 1 | 1,043 | |||||||||||||||||||||
Cash and cash equivalents (including restricted cash used for debt service) | 166 | 7 | 16 | 3 | 1 | 98 | 291 | |||||||||||||||||||||
Net debt* | 361 | (7 | ) | 174 | 234 | 87 | (97 | ) | 752 |
*Net debt is defined as debt minus cash and cash equivalents and deposits and restricted cash.
10
Definition of ZIM’s Adjusted EBITDA and non-IFRS reconciliation
This press release, including the financial tables, presents ZIM’s Adjusted EBITDA, which is a non-IFRS financial measure.
ZIM defines EBITDA for each period as (loss)/profit adjusted to exclude depreciation and amortization, financing expenses, net and income tax (benefits)/expense. ZIM’s Adjusted EBITDA is defined as (loss)/profit adjusted to exclude depreciation and amortization, financing expenses, net, income tax (benefits)/expense, impairments of assets, capital losses/(gains) beyond the ordinary course of business and expenses related to legal contingencies. Adjusted EBITDA is not recognized under IFRS as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. Adjusted EBITDA is not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of Adjusted EBITDA as a measure of ZIM’s profitability since it does not take into consideration certain costs and expenses that result from ZIM’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.
ZIM believes that the disclosure of Adjusted EBITDA enables the comparison of operating performance between periods on a consistent basis. This measure should not be considered in isolation, or as a substitute for operating income, any other performance measure, or cash flow data, which were prepared in accordance with IFRS as measures of profitability or liquidity. In addition, non-IFRS financial measures may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated.
Set forth below is a reconciliation of ZIM’s (loss)/profit to Adjusted EBITDA for the periods presented.
For the year ended December 31, | ||||||||
2023 | 2022 | |||||||
$ millions | ||||||||
(Loss)/profit for the period | (2,688 | ) | 4,629 | |||||
Depreciation and amortization | 1,472 | 1,396 | ||||||
Financing expenses, net | 305 | 109 | ||||||
Income tax (benefits)/expense | (128 | ) | 1,398 | |||||
EBITDA | (1,039 | ) | 7,532 | |||||
Impairment of assets | 2,063 | - | ||||||
Capital losses/(gains) beyond the ordinary course of business | 20 | (1 | ) | |||||
Expenses related to legal contingencies | 5 | 10 | ||||||
Adjusted EBITDA | 1,049 | 7,541 |
11