1 |
It is noted that in some of the cases an additional description was provided in order to present a more comprehensive picture of the matter being addressed or the relevant business environment. References to Immediate Reports in this Report include the information included in the said Immediate Reports by means of reference.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter
|
Rate of
|
Presentation
| |||||||||||
holdings
|
format
| |||||||||||
of OPC
|
in the
|
Type of
|
Year of
| |||||||||
Capacity
|
Power
|
financial
|
project/
|
commercial
| ||||||||
Project
|
(MW)4 |
Plants
|
statements
|
Location
|
technology
|
operation
| ||||||
OPC Rotem Ltd. ("Rotem")
|
466
| 580%
|
Subsidiary
|
Rotem Plain
|
Natural gas, combined cycle
|
2013
| ||||||
OPC Hadera Ltd. ("Hadera"6)
|
144
|
100%
|
Subsidiary
|
Hadera
|
Natural gas, cogeneration
|
2020
|
2 |
The said rate of holdings does not take into account the profit participation units that were issued to employees of the CPV Group, as stated in Note 18C to the consolidated financial statements for 2021.
|
3 |
To the best of the Company's knowledge, Veridis is a wholly-owned subsidiary of Veridis Environment Ltd., the securities of which are traded on the Tel-Aviv Stock Exchange.
|
4 |
Based on that provided in the relevant generation license.
|
5 |
The rate of holdings of OPC Power Plants in Rotem will increase to 100% upon completion of the Veridis transaction, subject to fulfillment of the preconditions, as detailed in Section 3C below.
|
6 |
In addition, Hadera holds the Energy Center (boilers and turbines located on the premises of Infinia Works Ltd. (formerly - Hadera Paper Mills Ltd.)), which serves as back-up for supply of steam from the Hadera power plant. It is noted that the turbine in the Energy Center is not operating.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
Presentation
| ||||||||||||||
Rate of
|
format
| |||||||||||||
holdings
|
in the
|
Type of
|
Year of
|
Restricted
| ||||||||||
Capacity
|
of
|
financial
|
project/
|
commercial
|
market7 | |||||||||
Project
|
(MW)
|
CPV
|
statements
|
Location
|
technology
|
operation
|
customer
| |||||||
CPV Fairview LLC ("Fairview")
|
1,050
|
25%
|
Associated company
|
Pennsylvania
|
Conventional powered by natural gas in a combined cycle8 |
2019
|
PJM
MAAC
| |||||||
CPV Towantic LLC ("Towantic")
|
805
|
26%
|
Associated company
|
Connecticut
|
Conventional powered by natural gas (two fuels) combined cycle
|
2018
|
ISO-NE
CT
| |||||||
CPV Maryland LLC ("Maryland")
|
745
|
25%
|
Associated company
|
Maryland
|
Conventional powered by natural gas combined cycle
|
2017
|
PJM SW
MAAC
| |||||||
CPV Shore Holdings LLC ("Shore")
|
725
|
37.53%
|
Associated company
|
New Jersey
|
Conventional powered by natural gas combined cycle
|
2016
|
PJM
EMAAC
| |||||||
CPV Valley Holdings LLC ("Valley")
|
720
|
50%
|
Associated company
|
New York
|
Conventional powered by natural gas (two fuels) combined cycle
|
2018
|
NYISO
Zone G
| |||||||
CPV Keenan II Renewable Energy Company LLC ("Keenan")
|
152
|
100%
|
Subsidiary
|
Oklahoma
|
Wind
|
2010
|
SPP (long-term PPA)
|
7 |
For additional details regarding the relevant area of activities of each project in the restricted market - see Part 6 below.
|
8 |
The possibility exists for a mix of ethane of up to 25%.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
Total cost of
| ||||||||||||||||||
Power
|
Date/
|
Total
|
the investment
| |||||||||||||||
plants/
|
expectation
|
expected
|
as at
| |||||||||||||||
facilities
|
of the start
|
construction
|
June 30,
| |||||||||||||||
for
|
of the
|
Main
|
cost
|
2022
| ||||||||||||||
generation
|
Capacity
|
Rate of
|
commercial
|
customer/
|
(NIS
|
(NIS
| ||||||||||||
of energy
|
Status
|
(megawatts)
|
holdings10 |
Location
|
Technology
|
operation
|
consumer
|
millions)
|
millions)
| |||||||||
Zomet Energy Ltd. ("Zomet")
|
Under construction
|
≈ 396
|
100%
|
Plugot Intersection
|
Conventional with open cycle
|
The first quarter of 2023
|
The System Operator11 |
12≈ 1,500
| 13≈ 1,312
|
9 |
That stated in this report in connection with projects that have not yet reached operation (Zomet, Sorek, facilities for generation of energy on the consumer's premises, Rotem 2 and Hadera 2), including with reference to the expected operation date and the anticipated cost of the investment, is "forward-looking" information, as it is defined in the Securities Law, which is based on the Company's estimates and assumptions as at the publication date of the report and regarding which there is no certainty it will be realized (in whole or in part). Completion of the said projects may not occur or may occur in a manner different than that stated above due to, among other things, dependency on various factors, including those that are not under the Company's control, including assurance of connection to the network and output of electricity from the project sites and/or connection to the infrastructures (including gas infrastructures), receipt of permits, completion of planning processes and licensing, completion of construction work, final costs in respect of development, construction and land, and the terms of undertakings with main suppliers and there is no certainty they will be fulfilled, the manner of their fulfillment or what their final terms will be. Ultimately technical, operational or other delays and/or breakdowns and/or an increase in expenses could be caused, this being as a result of, among other things, various factors as stated above or as a result of occurrence of one or more of the risk factors the Company is exposed to, including construction risk, regulatory risks, macro-economic changes and/or the Coronavirus crisis and the impacts thereof on, among other things, the supply chain, raw-material prices and transport (deliveries). For additional regarding risk factors, including the risk factors involved in construction projects - see Section 19.3 of Part A of the Periodic Report for 2021. It is clarified that delays in completion of the projects could impact the ability of the Company and the Group companies to comply with their obligations to third parties (including, authorities, lenders, yard consumers and others) in connection with the projects.
|
10 |
Companies consolidated in the Company's financial statements.
|
11 |
Noga Management of Electricity Systems Ltd.
|
12 |
The estimate of the costs, as stated, does not take into account half of the assessment issued by Israel Lands Authority in January 2021, in the amount of about NIS 200 million (not including VAT) in respect of capitalization fees, while as at the submission date of the report the Company had filed a valuation appeal and a hearing has been scheduled. For additional details - see Section 8.11.6 to Part A of the Periodic Report for 2021.
|
13 |
Not including amounts relating to milestones provided in the Zomet Power Plant construction agreement that were partially completed.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
Total cost of
| ||||||||||||||||||
Power
|
Date/
|
Total
|
the investment
| |||||||||||||||
plants/
|
expectation
|
expected
|
as at
| |||||||||||||||
facilities
|
of the start
|
construction
|
June 30,
| |||||||||||||||
for
|
of the
|
Main
|
cost
|
2022
| ||||||||||||||
generation
|
Capacity
|
Rate of
|
commercial
|
customer/
|
(NIS
|
(NIS
| ||||||||||||
of energy
|
Status
|
(megawatts)
|
holdings8 |
Location
|
Technology
|
operation
|
consumer
|
millions)
|
millions)
| |||||||||
OPC Sorek 2 Ltd. ("Sorek 2")
|
Under construction
|
≈ 87
|
100%
|
On the premises of the Sorek B seawater desalination facility
|
Cogeneration
|
The fourth quarter of 2023
|
Yard consumers and the System Operator
|
≈ 200
|
≈ 61
| |||||||||
Facilities for generation of energy located on the consumer's premises
|
In various stages of initiation / development
|
Projects with a cumulative scope of about 103 megawatts. The Company intends to act to expand projects with a cumulative scope of at least 120 megawatts14 |
15100%
|
On the premises of consumers throughout Israel
|
Conventional and renewable energy (solar, storage)
|
Gradually starting from the fourth quarter of 2022
|
Yard consumers also including Group customers
|
An average of about NIS 4 per megawatt16 |
≈ 91
|
14 |
Every facility with a capacity of up to 16 megawatts. The Company's intention, as stated, reflects its intention as at the publication date of the report only, and there is no certainty that the matters will materialize based on the said expectation, and the said intention is subject to, among other things, the discretion of the Company's competent organs. As at the publication date of the report, there is no certainty regarding signing of additional binding agreements with consumers, and there is no certainty regarding the number of consumers with which the Company will sign agreements and/or regarding the scope of the megawatts the Company will contract for and/or the type of technology if agreements are signed. As stated, as at the date of the report, all of the preconditions for execution of the projects for construction of facilities for generation of electricity on the customer's premises had not yet been fulfilled, and the fulfillment thereof is subject to various factors, such as, licensing, connection and construction processes.
|
15 |
The Company operates based on an inter-company arrangement the purpose of which is to arrange the manner of the settlements deriving from construction of the generation facilities by the Company on the premises of Rotem's customers (which as at the date of the report is held by the Company (indirectly) at the rate of 80%).
|
16 |
Estimate of the commencement dates of the commercial operation and the construction costs constitutes "forward-looking" information as it is defined in the Securities Law. Such information is based on the information in the Company's possession as at the submission date of the report, and it includes estimates and assessments of the Company as at the submission date of the report, regulatory decisions and the Company's experience and familiarity with the markets in which it operates. The actual results, with respect to the said information, could be different, even materially, from the estimates and forecasts, this being due, among other things, delays in the construction or in receipt of required permits, changes in the market conditions, factors that are not under the Company's control, such as, delays in connection to the electricity or gas networks, changes in the costs of the raw materials and the costs of transporting the raw materials, lengthening of the supply times of the raw materials and the like.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
Power
| ||||||||||
plants/
| ||||||||||
facilities
| ||||||||||
for
| ||||||||||
generation
|
Rate of
| |||||||||
of energy
|
Status
|
holdings17 |
Location
|
Technology18 |
Additional information
| |||||
OPC Hadera Expansion Ltd. ("Hadera 2")
|
In initiation
|
100%
|
Hadera, adjacent to the Hadera Power Plant
|
Conventional with storage capability
|
On December 27, 2021, the plenary National Infrastructures Committee decided to submit NIP 20B for government approval pursuant to Section 76C(9) of the Planning and Building Law, 1965 ("the Planning and Building Law"). For additional details, including in connection with a petition filed with the Supreme Court sitting as the High Court of Justice against the decision of the National Infrastructures Board and others (including Hadera 2) - see Section 7.3.11.1 to Part A of the Periodic Report for 2021. On June 28, 2022, a court decision was rendered whereby the petition was summarily dismissed.
| |||||
AGS Rotem Ltd. ("Rotem 2")
|
In initiation
|
80%
|
Rotem Plain, adjacent to the Rotem Power Plant
|
Being examined further to the decision of the National Infrastructures Committee
|
On December 27, 2021, the plenary National Infrastructures Committee decided to reject NIP 94, which advanced Rotem 2, however it requested that the developer examine the possibility of using additional technologies on the site. As at the date of the report, the Company is studying the National Infrastructures Committee's decision and is examining the possibilities, including advancing a power plant using "green technology" with low emissions and/or an electricity storage facility. For additional details - see Section 7.3.11.2 to Part A of the Periodic Report for 2021.
|
17 |
Companies consolidated in the Company's financial statements.
|
18 |
It is clarified that the characteristics (including the capacity and/or the technology) of the Rotem 2 and Hadera 2 projects, which are in the initial initiation stages, and the advancement of which is subject to, among other things, planning and licensing processes and connection assurance, are subject to changes.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
Total
|
Amount of
| |||||||||||||||||
estimated
|
the investment
| |||||||||||||||||
construction
|
in the
| |||||||||||||||||
Rate of
|
Presentation
|
cost for
|
project at
| |||||||||||||||
holdings
|
format
|
Expected
|
100% of the
|
June 30,
| ||||||||||||||
of the
|
in the
|
commercial
|
project
|
2022
| ||||||||||||||
Capacity
|
CPV
|
financial
|
operation
|
Regulated
|
(NIS
|
NIS
| ||||||||||||
Project
|
(megawatts)
|
Group
|
statements
|
Location
|
Technology
|
date
|
market
|
millions)20 |
millions)
| |||||||||
CPV Three Rivers LLC ("Three Rivers")
|
1,258
|
10%
|
Associated company
|
Illinois
|
Natural gas, combined cycle
|
The second quarter 2023
|
PJM
ComEd
|
≈ 4,525 (≈ $1,293 million)
|
≈ 3,437
(≈ $982 million)
|
19 |
Details with respect to the scope of the investments in the United States were translated from dollars and presented in NIS based on the currency rate of exchange on June 30, 2022 - $1 = NIS 3.5. The information presented below regarding projects under construction, including regarding the expected commercial structure, the projected commercial operation date and the expected construction costs, including "forward-looking" information, as defined in the Securities Law, regarding which there is no certainty it will materialize (in whole or in part), including due to factors that are not under the control of the CPV Group. The information is based on, among other things, estimates of the CPV Group, and it is also based on plans the realization of which is not certain, and which might not be realized due to factors, such as: delays in receipt of permits, an increase in the construction costs, delays in the construction work and/or technical or operational malfunctions, problems or delays regarding signing an agreement for connection to the network or connection of the project to transmission or other infrastructures, an increase in costs due to the commercial conditions in the agreements with main suppliers (such as equipment suppliers and contractors), problems signing an investment agreement with a Tax Equity Partner regarding part of the cost of the project and utilization of the tax benefits (if relevant), problems signing commercial agreements for of the potential revenues from the project, regulatory changes (including changes impacting main suppliers of the projects), an increase in the financing expenses, unforeseen expenses, macro-economic changes, weather events, the Coronavirus crisis (including delays and an increase in costs of undertakings in the supply chain, transport and an increase in raw-material prices), etc. Completion of the projects in accordance with the said estimates is subject to the fulfillment of conditions which as at the date of the report had not yet been fulfilled and, therefore, there is no certainty they will be completed in accordance with that stated. Construction delays could even impact the ability of the companies to comply with liabilities to third parties in connection with the projects. For additional details regarding the risk factors involved with the activities of the CPV Group - see Section 8.20 of Part A of the Periodic Report for 2021.
|
20 |
Including initiation fees and reimbursement of pre-construction development expenses to the CPV Group.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
Total
|
Amount of
| |||||||||||||||||
estimated
|
the investment
| |||||||||||||||||
construction
|
in the
| |||||||||||||||||
Rate of
|
Presentation
|
cost for
|
project at
| |||||||||||||||
holdings
|
format
|
Expected
|
100% of the
|
June 30,
| ||||||||||||||
of the
|
in the
|
commercial
|
project
|
2022
| ||||||||||||||
Capacity
|
CPV
|
financial
|
operation
|
Regulated
|
(NIS
|
NIS
| ||||||||||||
Project
|
(megawatts)
|
Group
|
statements
|
Location
|
Technology
|
date
|
market
|
millions)16 |
millions)
| |||||||||
CPV Maple Hill Solar LLc ("Maple Hill")
|
126 MWdc21 |
22100%
|
Consolidated
|
Pennsylvania
|
Solar
|
The start of partial operation in the second half of 2022 and full operation in the second half of 202323 |
PJM
MAAC
|
≈ 700 (≈ $200 million)24 |
≈ 336
(≈ $96 million)
| |||||||||
CPV Stagecoach Solar, LLC ("Stagecoach")
|
102
|
100%
|
Consolidated
|
Georgia
|
Solar
|
The first quarter of 2024
|
SERC, the project has signed a long-term PPA
|
≈ 444
(≈ $127 million)25 |
≈ 59
(≈ $17 million)
|
21 |
About 100 MWac.
|
22 |
As at the publication date of the report, the CPV Group had signed an agreement of principles with a "tax partner" ("Tax Equity Partner") for investment of about $45 million in the project, where as at the submission date the binding agreements had not yet been signed. The legislation stated in Section 4B of the report could have an impact on the undertaking in the agreement with a tax partner. For additional details - see Section 8.13.7 to Part A of the Periodic Report for 2021.
|
23 |
For details regarding changes in the expected format and dates for operation of the project due to factors relating to the project's supplier of the panels - see Section 4H of this report below. The expected operation date of Maple Hill could be delayed even beyond that stated, including as a result of regulatory factors, changes due to market conditions relating to raw materials and supply chains, the Coronavirus crisis or completion of the process of connection with the network by PJM. Delays could impact Maple Hill's ability to comply with certain availability (capacity) commitments with third parties and could cause, among other possible consequences, payment of agreement compensation. For additional details - see Section 8.1.1.6 to Part A of the Periodic Report for 2021, and Section 5F below.
|
24 |
The expected cost of the investment in the project is subject to changes due to, among other things, the final costs involved in supply of the solar panels, as a result of that stated in Section 4H of this report, in the construction and/or connection work. Furthermore, as at the date of the report, the development fees to the CPV Group are estimated at the aggregate amount of about $35 million and are included in the above amount. That stated with reference to the amount of the development fees to the credit of (to the benefit of) the CPV Group constitutes "forward-looking" information as it is defined in the Securities Law, which is based on estimates of the CPV Group as at the date of the report, and that is subject to the final conditions determined, if in fact determined, in a binding agreement with the tax partner, which has not yet been signed.
|
25 |
Including development fees estimated as at the date of the report in the amount of about $23 million. That stated with reference to the amount of the development fees to the credit of the CPV Group constitutes "forward-looking" as it is defined in the Securities Law, which is based on estimates of the CPV Group as at the date of the report, and that is subject final conditions to be determined.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
2) |
Initiation and construction projects (Cont.)
|
Technology
|
Advanced27 |
Early stage
|
Total
| |||||||||
Solar28 |
1,450
|
1,450
|
2,900
| |||||||||
Wind
|
110
|
140
|
250
| |||||||||
Total renewable energy
|
1,560
|
1,590
|
3,150
| |||||||||
Natural gas*
|
2,000
|
2,000
|
4,000
| |||||||||
Storage
|
-
|
100-500
|
100-500
|
* |
Including two natural gas projects based on a strategy for reducing emissions, which include use of renewable energy, including on the basis of hydrogenium and carbon interment. The projects will include carbon capture on the sites in the scope of at least about 75% of the emissions, and will be capable of integrating hydrogenium. The projects are located in areas where interment of carbon is geologically possible and economically feasible. The CPV Group is developing the project together with GE under a joint development agreement.
|
26 |
The information presented in this section with reference to development projects of the CPV Group, including regarding the status of the projects and/or their characteristics (the capacity, technology, the possibility for integrated carbon capture, etc.), constitutes "forward-looking" information as it is defined in the Securities Law, regarding which there is no certainty it will be realized or the manner in which it will be realized. It is clarified that as at the publication date of the report there is no certainty regarding the actual execution of the development projects (in whole or in part), and their progress and the rate of their progress is subject to, among other things, completion of development and licensing processes, obtain control over the lands, signing agreements (such as equipment and development agreements), execution of construction processes and completion of the connection process, assurance of financing and receipt of various regulatory approvals and permits. In addition, advancement of the development projects is subject to the discretion of the competent authorities of the CPV Group and of the Company. It is noted that the Rogue's Wind project, having a capacity of 114 megawatts that is in the development stages, as stated in Section 8.1.1.6C to Part A of the Periodic Report for 2021, is included in the above table. It is further noted that the construction and operation date of the Rogue's Wind project is expected to be impacted by changes in the connection processes of PJM, as stated in this report below (similar to other projects in the PJM market).
|
27 |
In general, the CPV Group views projects that in its estimation are in a period of up to two years or up to three years to the start of the construction as projects in the advanced development stage (there is no certainty the development projects, including projects in the advanced stage, will be executed). That stated is impacted by, among other things, the scope of the project and the technology, and could change based on specific characteristics of a certain project, as well as from external circumstances that are relevant to a certain project, such as the anticipated activities' market or regulatory circumstances, including, projects that are designated to operate in the PJM market could be impacted by the changes in the proposed working framework described in Section 8.2.2.1(A) of the of the Periodic Report for 2021 and in this report below, and their progress could be delayed as a result of this proposal. It is clarified that in the early development stages (in particular), the scope of the projects and their characteristics are subject to changes, if and to the extent they reach advanced stages.
|
28 |
The capacities in the solar technology included in this report are denominated in MWdc. The capacities in the solar technology projects in the advanced development stages and in the early development stages are about 1,160 MWac and about 1,160 MWac.
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
3) |
Main developments in the business environment and the Company's activities in Israel in the period of the report and thereafter:
|
A. |
Update of tariffs for 2022 - on February 1, 2022, the annual update of the electricity tariffs of the Electricity Authority for 2022 entered into effect, according to which the generation component, increased at the rate of about 13.6%, and stood at NIS 0.2869 per kilowatt hour commencing from February 1, 2022. On May 1, 2022, an additional update to the electricity tariff for the rest of 2022 entered into effect, as a result of reduction of the excise tax on use of coal, due to a draft Excise Tax on Fuel Order, which was published by the Ministry of Finance as part of the government's plan to combat the high cost of living. The generation component after the reduction was NIS 0.2764 per kilowatt hour, a reduction of 3.7% from the tariff determined on February 1, 2022, as stated above. On August 1, 2022, an additional update to the electricity tariff entered into effect for the remainder of 2022 whereby the generation component is NIS 0.314 per kilowatt hour, an increase of 13.6% over the tariff determined in May 2022 and 9.4% of the tariff determined at the beginning of the year. As part of the hearing published by the Electricity Authority on July 11, 2022, it was noted that the background for the tariff update is the global energy crisis, which became more severe due to the war in the Ukraine, and that gave rise to a significant increase in the energy and electricity prices in many countries worldwide. Pursuant to the hearing, that stated led to a sharp increase in the index of the coal prices compared with the price on which the tariff update at the beginning of the year was based, and together with the increase in the currency exchange rate and the CPI, the need was created for an update of the seller's cost and the electricity tariffs. For additional details regarding the generation tariff and its impact on the Company's activities - see Section 7.2.4 of Part A of the Periodic Report for 2021 and Note 8A(1) to the Interim Statements. The tariff update is expected to have a positive impact on the Company's results compared with the corresponding period last year.
|
B. |
Acquisition of a power plant in the Kiryat Gat Industrial Zone - on June 1, 2022, the Company, through OPC Holdings Israel (hereinafter - "the Purchaser") signed an agreement with Dor Alon Energy Israel (1988) Ltd. ("Dor Alon") and with Dor Alon Gas Power Plants Limited Partnership (hereinafter together - "the Seller") for acquisition of all the rights in a power plant located in the Kiryat Gat Industrial Zone (hereinafter - "the Acquisition Agreement"), by means of acquisition of all of the rights in the partnership Alon Energy Centers Limited Partnership ("the Parent Partnership"), which holds, indirectly, through Alon Energy Centers - Gat Limited Partnership ("the Gat Partnership"), all of the rights in the power plant, and acquisition of the rights to receive payments in respect of the shareholders' loan provided by Dor Alon ("the Rights Being Sold" and "the Transaction").
|
1. |
Brief description of the Group's area of activities in the Period of the Report and thereafter (Cont.)
|
3) |
Main developments in the business environment and the Company's activities in Israel in the period of the report and thereafter: (Cont.)
|
B. |
(Cont.)
|
29 |
For additional details - see the appendix to the Immediate Report dated June 2, 2022 (Reference No.; 2022-01-069142).
|
5. |
Additional data regarding activities in Israel
|
For the
| ||||||||||||||||
Six Months Ended
|
Three Months Ended
| |||||||||||||||
June 30
|
June 30
| |||||||||||||||
2022
|
2021
|
2022
|
2021
| |||||||||||||
Revenues from sale of energy to private
| ||||||||||||||||
customers 52 (1)
|
536
|
451
|
245
|
202
| ||||||||||||
Revenues from private customers in respect of
| ||||||||||||||||
infrastructure services (2)
|
144
|
138
|
69
|
68
| ||||||||||||
Revenues from sale of energy to the System Operator
| ||||||||||||||||
and to other suppliers (3)
|
57
|
33
|
17
|
17
| ||||||||||||
Revenues from sale of steam
|
30
|
28
|
16
|
13
| ||||||||||||
Revenues from activities of Gnrgy
|
14
|
-
|
6
|
-
| ||||||||||||
Total revenues
|
781
|
650
|
353
|
300
|
52 |
Including during load reductions.
|
5. |
Additional data regarding activities in Israel (Cont.)
|
(1) |
An increase of about NIS 33 million, stemming from an increase in customer consumption, mainly due to commencement of the virtual supply activities, which commenced in the third quarter of 2021. In addition, there was an increase of about NIS 52 million owing to an increase in the weighted-average generation component tariff compared with the corresponding period last year.
|
(2) |
An increase in infrastructure revenues, in the amount of about NIS 6 million, due to an increase in customer consumption, stemming mainly as a result of commencement of the virtual supply activities, which commenced in the third quarter of 2021.
|
(3) |
An increase of about NIS 13 million, in the Hadera Power Plant stemming from an increase in sale of electricity to private suppliers due to higher availability (capacity) of the power plant, compared with the corresponding period last year. In addition, there was an increase, in the amount of about NIS 12 million, mainly due to a decrease in the consumption of customers from the Rotem Power Plant, due to maintenance work at a significant customer.
|
(1) |
There was an increase of about NIS 28 million owing to an increase in the weighted-average generation component tariff compared with the corresponding quarter last year, along with an increase, in the amount of about NIS 16 million, due to an increase in customer consumption, stemming mainly from commencement of the virtual supply activities in the third quarter of 2021.
|
(2) |
An increase in infrastructure revenues, in the amount of about NIS 2 million, stemming from an increase in customer consumption, mainly due to commencement of the virtual supply activities, which commenced in the third quarter of 2021.
|
(3) |
An increase of about NIS 7 million in the Rotem Power Plant due to a decrease in customer consumption and an increase in the energy surpluses. On the other hand. there was a decrease of about NIS 7 million in the Hadera Power Plant stemming mainly from a decrease in the Power Plant's availability (capacity) due to maintenance in the second quarter of 2022.
|
5. |
Additional data regarding activities in Israel (Cont.)
|
For the
| ||||||||||||||||
Six Months Ended
|
Three Months Ended
| |||||||||||||||
June 30
|
June 30
| |||||||||||||||
2022
|
2021
|
2022
|
2021
| |||||||||||||
Gas and diesel oil (1)
|
225
|
254
|
101
|
128
| ||||||||||||
Expenses for acquisition of energy (2)
|
162
|
29
|
105
|
13
| ||||||||||||
Expenses for infrastructure services (3)
|
144
|
138
|
69
|
68
| ||||||||||||
Gas transmission costs
|
16
|
17
|
8
|
9
| ||||||||||||
Operating expenses
|
42
|
41
|
22
|
20
| ||||||||||||
Expenses from activities of Gnrgy
|
11
|
-
|
5
|
-
| ||||||||||||
Total cost of sales (less depreciation and
| ||||||||||||||||
amortization)
|
600
|
479
|
310
|
238
|
(1) |
A decrease in the gas consumption expenses, in the amount of about NIS 37 million, due to maintenance work at the Rotem Power Plant, which was performed during the second quarter of 2022. On the other hand, there was an increase, in the amount of about NIS 8 million, in the gas consumption cost as a result of an increase in the gas price, which is linked to the generation component.
|
(2) |
An increase expenses for acquisition of energy, in the amount of about NIS 68 million, stemming from maintenance work at the Rotem Power Plant that was performed during the second quarter of 2022. In addition, there was an increase in expenses in respect of acquisition of energy, in the amount of about NIS 68 million, deriving from the virtual supply activities, which began in the third quarter of 2021. On the other hand, there was a decrease of about NIS 3 million due to higher availability (capacity) of the Hadera Power Plant compared with the corresponding period last year.
|
(3) |
An increase in infrastructure expenses, in the amount of about NIS 6 million, stemming from an increase in customer consumption, mainly due to commencement of the virtual supply activities, which commenced in the third quarter of 2021.
|
(1) |
A decrease in the gas consumption expenses, in the amount of about NIS 32 million, stemming from maintenance at the Rotem Power Plant, which was performed during the second quarter of 2022. On the other hand, there was an increase, in the amount of about NIS 5 million, in the gas consumption cost as a result of an increase in the gas price, which is linked to the generation component.
|
(2) |
An increase expenses in respect of acquisition of energy, in the amount of about NIS 54 million, stemming from maintenance at the Rotem Power Plant and the Hadera Power Plant, which was performed in the second quarter of 2022. In addition, there was an increase in expenses in respect of acquisition of energy, in the amount of about NIS 38 million, deriving from the virtual supply activities, which began in the third quarter of 2021.
|
(3) |
An increase in infrastructure expenses, in the amount of about NIS 2 million, stemming from an increase in customer consumption, mainly due to the virtual supply activities, which began in the third quarter of 2021.
|
6. |
Additional data regarding activities in the United States
|
53 |
That stated constitutes "forward-looking" information as it is defined in the Securities Law, which is based on the estimates and forecasts of the CPV Group as at the date of the report and regarding which there is no certainty it will be realized and/or it is subject to changes based on business discretion of the CPV Group. That stated could change as a result of, among other things, changes in the market conditions, availability constraints, changes in the estimates that are the basis of the estimates, as stated.
|
6. |
Additional data regarding activities in the United States (Cont.)
|
For the
| ||||||||||||||||
Six Months Ended
|
Three Months Ended
| |||||||||||||||
June 30
|
June 30
| |||||||||||||||
Region
|
2022
|
2021
|
2022
|
2021
| ||||||||||||
PJM West (Shore and Maryland)
|
66.49
|
29.59
|
77.27
|
28.60
| ||||||||||||
PJM AD Hub (Fairview)
|
62.85
|
30.02
|
77.06
|
29.71
| ||||||||||||
NY-ISO Zone G (Valley)
|
83.18
|
34.24
|
71.80
|
27.86
| ||||||||||||
ISO-NE Mass Hub (Towantic)
|
89.87
|
39.37
|
69.25
|
29.36
|
Note: |
The average electricity prices are based on Day-Ahead prices as published by the relevant ISO, and are not the actual electricity prices of the CPV Group power plants.
|
For the
| ||||||||||||||||
Six Months Ended
|
Three Months Ended
| |||||||||||||||
June 30
|
June 30
| |||||||||||||||
Region
|
2022
|
2021
|
2022
|
2021
| ||||||||||||
TETCO M3 (Shore, Valley)
|
6.75
|
2.79
|
6.78
|
2.32
| ||||||||||||
Transco Zone 5 North (Maryland)
|
7.76
|
3.23
|
8.04
|
2.90
| ||||||||||||
TETCO M2 (Fairview)
|
5.36
|
2.41
|
6.61
|
2.13
| ||||||||||||
Dominion South (Valley)
|
5.36
|
2.34
|
6.65
|
2.15
| ||||||||||||
Algonquin (Towantic)
|
10.41
|
3.97
|
7.19
|
2.49
|
6. |
Additional data regarding activities in the United States (Cont.)
|
Sub-Region
|
CPV Plants54 |
552023/2024
| 562022/2023
|
2021/2022
|
2020/2021
|
PJM - RTO
("General Market")
|
Three Rivers
|
34.13
|
50
|
140
|
76.53
|
PJM MAAC
|
Fairview, Maryland, Maple Hill
|
49.49
|
95.79
|
140
|
86.04
|
PJM EMAAC
|
Shore
|
49.49
|
97.86
|
165.73
|
187.77
|
54 |
The Three Rivers project, which is in the construction stages, will be entitled to capacity payments, subject to completion of the construction, commencing from June 2023.
|
55 |
As determined in capacity tenders in June 2022.
|
56 |
As determined in capacity tenders in June 2021, as stated in the Report of the Company's Board of Directors dated June 30, 2021 (Reference No.: 2021-01-070297).
|
6. |
Additional data regarding activities in the United States (Cont.)
|
Sub-Area
|
CPV
Plants
|
Summer 2022
|
Winter 2021/2022
|
Summer 2021
|
Winter 2020/2021
|
NYISO
Rest of the Market
|
-
|
3.40
|
1.00
|
4.09
|
0.10
|
Lower Hudson Valley
|
Valley
|
4.65
|
1.01
|
4.56
|
0.23
|
6. |
Additional data regarding activities in the United States (Cont.)
|
6. |
Additional data regarding activities in the United States (Cont.)
|
For the Six Months Ended June 30
| ||||||||||||||||||||||||||||||||||||||||
2022
| *2021
|
2022
| *2021
|
2022
| *2021
|
2022
| *2021
|
2022
| *2021
| |||||||||||||||||||||||||||||||
Fairview
|
Maryland
|
Shore
|
Towantic
|
Valley
| ||||||||||||||||||||||||||||||||||||
Revenues from
| ||||||||||||||||||||||||||||||||||||||||
operations
|
465
|
285
|
317
|
196
|
326
|
225
|
805
|
433
|
660
|
262
| ||||||||||||||||||||||||||||||
Operating expenses
| ||||||||||||||||||||||||||||||||||||||||
less depreciation
| ||||||||||||||||||||||||||||||||||||||||
and amortization
|
340
|
188
|
243
|
154
|
266
|
139
|
661
|
266
|
460
|
192
| ||||||||||||||||||||||||||||||
EBITDA
|
125
|
97
|
74
|
42
|
60
|
86
|
144
|
167
|
200
| 70 | ||||||||||||||||||||||||||||||
Rate of holdings
| 25% | 25% | 37.53% | 26% | 50% | |||||||||||||||||||||||||||||||||||
Share of the CPV
| ||||||||||||||||||||||||||||||||||||||||
Group in EBITDA
|
31
|
24
|
19
|
11
|
23
|
32
|
37
|
44
|
100
|
35
|
For the Three Months Ended June 30
| ||||||||||||||||||||||||||||||||||||||||
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
| |||||||||||||||||||||||||||||||
Fairview
|
Maryland
|
Shore
|
Towantic
|
Valley
| ||||||||||||||||||||||||||||||||||||
Revenues from
| ||||||||||||||||||||||||||||||||||||||||
operations
|
245
|
162
|
193
|
111
|
173
|
130
|
302
|
204
|
262
|
151
| ||||||||||||||||||||||||||||||
Operating expenses
| ||||||||||||||||||||||||||||||||||||||||
less depreciation
| ||||||||||||||||||||||||||||||||||||||||
and amortization
|
177
|
109
|
149
|
97
|
137
|
87
|
248
|
118
|
229
|
87
| ||||||||||||||||||||||||||||||
EBITDA
|
68
|
53
|
44
|
14
|
36
|
43
|
54
|
86
|
33
|
64
| ||||||||||||||||||||||||||||||
Rate of holdings
|
25%
|
25%
|
37.53%
| 26% |
50%
| |||||||||||||||||||||||||||||||||||
Share of the CPV
| ||||||||||||||||||||||||||||||||||||||||
Group in EBITDA
|
17
|
13
|
11
|
4
|
14
|
16
|
14
|
23
|
16
|
32
|
* |
The EBITDA data for 2021 in respect of the activities in the United States are presented for the period from completion of acquisition of the CPV Group on January 25, 2021.
|
6. |
Additional data regarding activities in the United States (Cont.)
|
Six
|
Six
|
Three
|
Three
| |||||||||||||
months
|
months
|
months
|
months
| |||||||||||||
ended
|
ended
|
ended
|
ended
| |||||||||||||
June 30
|
June 30
|
June 30
|
June 30
| |||||||||||||
2022
|
*2021
|
2022
|
2021
| |||||||||||||
Revenues from operations
|
47
|
39
|
25
|
22
| ||||||||||||
Operating expenses less
| ||||||||||||||||
depreciation and
| ||||||||||||||||
amortization
|
15
|
14
|
7
|
7
| ||||||||||||
EBITDA
|
32
|
25
|
18
|
15
|
* |
The EBITDA data for 2021 in respect of the activities in the United States are presented for the period from completion of acquisition of the CPV Group on January 25, 2021.
|
6. |
Additional data regarding activities in the United States (Cont.)
|
6. |
Additional data regarding activities in the United States (Cont.)
|
1. |
The activities in the United States are centralized under the CPV Group, which was acquired on January 25, 2021. The EBITDA in respect of the period of activities of the CPV Group from January 1, 2021 and up to January 25, 2021 (the period prior to the initial consolidation), amounted to about NIS 30 million.
|
2. |
In the first half of 2022, the gas prices and the electricity prices rose compared with the corresponding period last year, which the CPV Group estimates was mainly a result of an increase in the natural-gas prices as stated in this report above.
|
3. |
The efficiency of the power plants of the CPV Group and the high natural gas prices contributed to an increase in the electricity margins. The total available electricity margin for the active power plants of the CPV Group, for the relative share of the CPV Group, and on the assumption of full availability (capacity), increased in the first half of 2022 by about NIS 193 million, compared with the corresponding period last year. Availability (capacity) payments in the first half of 2022 increased by about NIS 12 million compared with the corresponding period last year.
|
4. |
The increase in the electricity margins was offset due to the hedging program of the CPV Group and reduced the electricity margin by about NIS 95 million.
|
5. |
During the first half of 2022 and 2021, planned and unplanned maintenance were performed at the active power plants of the CPV Group and as a result there was no availability for certain periods. The total cost of the non-availability in the first half of 2022 increased by about NIS 40 million compared with the corresponding period last year. Most of the increase stems from unplanned maintenance at the Valley power plant in January 2022, along with a shutdown for purposes of planned maintenance of 42 days at the Towantic power plant, which completed periodic major maintenance in April and May 2022.
|
6. |
In addition to the existing hedging program at the CPV Group, in the corresponding period last year the CPV Group enjoyed receipts in respect of hedging agreements, which are not current and are not expected to recur, in the amount of about NIS 28 million, due to income from an RPO hedging agreement in the Valley power plant, along with income for a hedging agreement of the HRCO type in the Shore power plant.
|
6. |
Additional data regarding activities in the United States (Cont.)
|
6. |
Additional data regarding activities in the United States (Cont.)
|
1. |
The second quarter is characterized as being a period in the transition season with relatively low demand for electricity due to moderate weather and usually includes a period characterized by periodic treatment and maintenance for the projects.
|
2. |
In the second quarter of 2022, the gas prices rose compared with the corresponding quarter last year, which in the estimation of the CPV Group was due to the circumstances stated in this report above.
|
3. |
The efficiency of the power plants of the CPV Group and the high natural gas prices contributed to an increase in the electricity margins. The total available electricity margin for the active power plants of the CPV Group, for the relative share of the CPV Group, and on the assumption of full availability (capacity), increased in the second quarter of 2022 by about NIS 90 million, compared with the corresponding quarter last year.
|
4. |
The increase in the electricity margins was offset due to the hedging program of the CPV Group and reduced the electricity margin by about NIS 49 million.
|
5. |
During the second quarter of 2022 and 2021, planned and unplanned maintenance were performed at the active power plants of the CPV Group and as a result there was no availability for certain periods. The total cost of the non-availability in the second quarter of 2022 increased by about NIS 20 million compared with the corresponding quarter last year. Most of the increase stems from planned maintenance of 42 days at the Towantic power plant, which completed periodic major maintenance in April and May 2022.
|
6.
|
In the corresponding quarter of 2021, the CPV Group enjoyed receipts, which are not current and are not expected to recur, in the amount of about NIS 31 million, due to income from an RPO hedging agreement in the Valley power plant, and income in respect of a hedging agreement of the HRCO type in the Shore power plant.
|
7. |
Liquidity and sources of financing (in NIS millions)
|
For the
| ||||||
Six Months Ended
| ||||||
Category
|
6/30/2022
|
6/30/2021
|
Analysis
| |||
Cash flows provided by operating activities
|
96
|
186
|
Most of the decrease in the cash flows provided by operating activities stems from the decrease in the in working capital, in the amount of about NIS 67 million, and a decrease in income from dividends from associated companies, in the amount of about NIS 32 million.
| |||
Cash flows used in investing activities
|
(537)
|
(557)
|
Most of the decrease in the cash flows used in investing activities stems from acquisition of the CPV Group, in the amount of about NIS 2,140 million, and investments in associated companies in the U.S. and in Israel, in the amount of about NIS 40 million, in 2021.
This decrease was partly offset by an increase in the investing activities deriving from the fact that in the first half of 2021 short-term term deposits were released, and restricted cash, net, was also released, in the amount of about 1,607 million and the amount of about 168 million, respectively. In addition, in the first half of 2021, the amount of about NIS 150 million was received in respect of repayment of partnership capital mainly due to sale of part of the holdings of the CPV Group in the Three Rivers project. In addition, during the period of the report, there was an increase in investments in projects in Israel, and projects under construction in the CPV Group, in the amount of about NIS 220 million and about NIS 11 million, respectively.
| |||
Cash flows provided by financing activities
|
194
|
716
|
Most of the decrease in cash flows provided by financing activities stems from a decrease in investments of holders of non-controlling interests in the CPV Group, in the amount of about NIS 653 million. In addition, in 2021, the Company issued shares, for a consideration of about NIS 346 million.
This decrease was partly offset by an increase deriving from partial repayment of loans in the CPV Group, in the amount of about NIS 163 million, in the first quarter of 2021 (mainly due to partial repayment of the seller's loans), and from acquisition of the tax rights of the tax partner in Keenan, in the amount of about NIS 82 million. Also, there was an increase in withdrawals from the Zomet financing agreement framework, in the amount of about NIS 177 million, and a decrease in the current repayments of Rotem's loans, in the amount of about NIS 57 million (in light of execution of early repayment of the full amount of the outstanding balance of Rotem's credit in October 2021).
|
7. |
Liquidity and sources of financing (in NIS millions) (Cont.)
|
For the
| ||||||
Three Months Ended
| ||||||
Category
|
6/30/2022
|
6/30/2021
|
Analysis
| |||
Cash flows provided by operating activities
|
5
|
108
|
Most of the decrease in the cash flows provided by operating activities stems from a decrease in the working capital, in the amount of about NIS 69 million, a decrease in current activities, in the amount of about NIS 21 million, and a decrease in dividends from associated companies, in the amount of about NIS 14 million.
| |||
Cash flows used in investing activities
|
(259)
|
(181)
|
Most of the increase in the cash flows used in investing activities derives from an increase in investments in projects in Israel, in the amount of about NIS 150 million. In addition, in the second quarter of 2021, there was a release of short-term deposits, in the amount of about NIS 25 million.
This increase was partly offset by a decrease in investments in projects under construction in the CPV Group, in the amount of about NIS 48 million, and investments in associated companies in the U.S. and in Israel, in the amount of about NIS 40 million, in the second quarter of 2021.
| |||
Cash flows provided by (used in) financing activities
|
71
|
(96)
|
Most of the increase in the cash provided by financing activities stems from acquisition of the tax rights of the tax partner in Keenan, in the amount of about NIS 82 million, and a dividend distributed to the holders of non-controlling interests, in the amount of about NIS 8 million, in the second quarter of 2021. In addition, there was an increase in withdrawals from Zomet's financing agreement, in the amount of about NIS 21 million, and a decrease in the current repayments of Rotem's loans, in the amount of about NIS 36 million (in light of the early repayment of the full amount of Rotem's outstanding credit in October 2021). In addition, in the second quarter of 2022, holders of non-controlling interests made a loan to Rotem, in the amount of about NIS 8 million.
|
7. |
Liquidity and sources of financing (in NIS millions) (Cont.)
|
Debt from
| ||||||||||||||||||||
non-
| ||||||||||||||||||||
controlling
| ||||||||||||||||||||
Debt
|
interests
|
Restricted
| ||||||||||||||||||
(including
|
(including
|
Cash
|
cash -
|
Other
| ||||||||||||||||
interest
|
interest
|
and cash
|
debt service
|
restricted
| ||||||||||||||||
payable)
|
payable)
|
equivalents
|
reserves
|
cash
| ||||||||||||||||
The Company (1)
|
1,845
|
4
|
105
|
-
|
-
| |||||||||||||||
Rotem (2)
|
-
|
221
|
19
|
-
|
-
| |||||||||||||||
Hadera (3)
|
680
|
-
|
18
|
50
|
1
| |||||||||||||||
Zomet (4)
|
781
|
-
|
68
|
-
|
-
| |||||||||||||||
Gnrgy
|
4
|
-
|
11
|
-
|
-
| |||||||||||||||
Others in Israel (5)
|
-
|
1
|
96
|
-
|
2
| |||||||||||||||
Keenan (6)
|
320
|
-
|
9
|
-
|
-
| |||||||||||||||
Maple Hill
|
-
|
-
|
9
|
-
|
-
| |||||||||||||||
Others in the U.S. (7)
|
-
|
248
|
171
|
-
|
37
| |||||||||||||||
Total
|
3,630
|
474
|
506
|
50
|
40
|
Debt
| ||||
(including
| ||||
interest
| ||||
payable)
| ||||
Shekel linked to the CPI
|
1,452
| |||
Shekel at prime interest
|
781
| |||
Shekel at fixed interest
|
1,077
| |||
Dollar at LIBOR interest
|
320
| |||
Total
|
3,630
|
7. |
Liquidity and sources of financing (in NIS millions) (Cont.)
|
(1) |
The Company:
|
A. |
Investments in subsidiaries and associated companies - the Company invested the amount of about NIS 115 million in projects of the CPV Group and in its projects, and an amount of about NIS 44 million in projects in Israel.
|
B. |
The Company repaid the amount of about NIS 10 million of the principal of the debentures (Series B).
|
(2) |
Rotem repaid the amount of about NIS 68 million of the principal of its loans to the Company and to Veridis based on the ratio of their holdings in Rotem (including indirectly).
|
(3) |
Hadera repaid the amount of about NIS 16 million of the principal of its loans.
|
(4) |
Zomet withdrew about NIS 253 million from the long-term loans framework in accordance with its financing agreement.
|
(5) |
The balance of the cash in the "Others in Israel" category includes the cash balance in OPC Power Plants, in the amount of about NIS 82 million.
|
(6) |
Keenan repaid the amount of about NIS 23 million out of the principal of its loans.
|
(7) |
The amount of about NIS 12 million was transferred (indirectly) to the CPV Group in respect of a shareholders' loan from financial investors (non-controlling interests), which was provided by means of a loan that is not repaid on a current basis. For details regarding loans from the non-controlling interests in the CPV Group - see Note 8B(6) to the Interim Statements. In addition, the holders of the non-controlling interests invested (indirectly), by means of a transfer of equity capital, the amount of about NIS 37 million in projects of the CPV Group.
|
(8) |
Fairview, an associated company of the Group, distributed the amount of about NIS 8 million to the CPV Group.
|
7. |
Liquidity and sources of financing (in NIS millions) (Cont.)
|
Debt from
| ||||||||||||||||||||
non-
| ||||||||||||||||||||
controlling
| ||||||||||||||||||||
Debt
|
interests
|
Restricted
| ||||||||||||||||||
(including
|
(including
|
Cash
|
cash -
|
Other
| ||||||||||||||||
interest
|
interest
|
and cash
|
debt service
|
restricted
| ||||||||||||||||
payable)
|
payable)
|
equivalents
|
reserves
|
cash
| ||||||||||||||||
The Company
|
1,824
|
4
|
268
|
-
|
15
| |||||||||||||||
Rotem
|
-
|
227
|
53
|
-
|
-
| |||||||||||||||
Hadera
|
681
|
-
|
24
|
45
|
5
| |||||||||||||||
Zomet
|
528
|
-
|
74
|
-
|
-
| |||||||||||||||
Gnrgy
|
5
|
-
|
26
|
-
|
3
| |||||||||||||||
Others in Israel
|
-
|
1
|
106
|
-
|
-
| |||||||||||||||
Keenan
|
305
|
-
|
3
|
-
|
-
| |||||||||||||||
Maple Hill
|
-
|
-
|
45
|
-
|
-
| |||||||||||||||
Others in the U.S.
|
-
|
203
|
*132
|
-
|
*26
| |||||||||||||||
Total
|
3,343
|
435
|
731
|
45
|
49
|
* |
The amount of about NIS 26 million was reclassified from "cash and cash equivalents" to "other restricted cash". For additional details - see Note 2D to the Interim Statements.
|
Debt
|
Debt from
|
Restricted
| ||||||||||||||||||
(including
|
non-
|
Cash
|
cash -
|
Other
| ||||||||||||||||
interest
|
controlling
|
and cash
|
debt service
|
restricted
| ||||||||||||||||
payable)
|
interests
|
equivalents
|
reserves
|
cash
| ||||||||||||||||
The Company
|
977
|
-
|
307
|
-
|
15
| |||||||||||||||
Rotem
|
1,064
|
-
|
122
|
83
|
48
| |||||||||||||||
Hadera]
|
691
|
-
|
1
|
45
|
4
| |||||||||||||||
Zomet
|
259
|
-
|
53
|
-
|
-
| |||||||||||||||
Others in Israel
|
-
|
1
|
33
|
-
|
-
| |||||||||||||||
Keenan
|
223
|
-
|
5
|
-
|
-
| |||||||||||||||
Maple Hill
|
-
|
-
|
10
|
-
|
-
| |||||||||||||||
Others in the United States
|
-
|
354
|
*74
|
-
|
*27
| |||||||||||||||
Total
|
3,214
|
355
|
605
|
128
|
94
|
* |
The amount of about NIS 26 million was reclassified from "cash and cash equivalents" to "other restricted cash". For additional details - see Note 2D to the Interim Statements.
|
7. |
Liquidity and sources of financing (in NIS millions) (Cont.)
|
Rate of holdings
|
Cash and
|
Other
| ||||||||||||||
of the
|
Debt (including
|
cash equivalents
|
restricted
| |||||||||||||
Power plant
|
CPV Group
|
interest payable)
|
and deposits*
|
cash
| ||||||||||||
Fairview
|
25
|
%
|
501
|
3
|
34
| |||||||||||
Towantic
|
26
|
%
|
539
|
8
|
70
| |||||||||||
Maryland**
|
25
|
%
|
342
|
-
|
58
| |||||||||||
Shore**
|
37.53
|
%
|
607
|
2
|
104
| |||||||||||
Valley
|
50
|
%
|
981
|
3
|
147
| |||||||||||
Three Rivers
|
10
|
%
|
285
|
1
|
72
| |||||||||||
Total
|
3,255
|
17
|
485
|
(*) |
Including balances of restricted cash that serve for financing the current ongoing activities of the associated companies.
|
(**) |
Historical debt-service coverage ratio benchmark of 1:1 during the last four quarters. As at the date of the report, Maryland and Shore and in compliance with the benchmark (2.12 and 1.27, respectively).
|
Rate of holdings
|
Cash and
|
Other
| ||||||||||||||
of the
|
Debt (including
|
cash equivalents
|
restricted
| |||||||||||||
Power plant
|
CPV Group
|
interest payable)
|
and deposits*
|
cash
| ||||||||||||
Fairview
|
25
|
%
|
515
|
3
|
53
| |||||||||||
Towantic
|
26
|
%
|
483
|
1
|
62
| |||||||||||
Maryland
|
25
|
%
|
288
|
-
|
34
| |||||||||||
Shore
|
37.53
|
%
|
588
|
2
|
127
| |||||||||||
Valley
|
50
|
%
|
898
|
-
|
119
| |||||||||||
Three Rivers
|
10
|
%
|
220
|
-
|
70
| |||||||||||
Total
|
2,992
|
6
|
465
|
(*) |
Including balances of restricted cash that serve for financing the current ongoing activities of the associated companies.
|
Rate of holdings
|
Cash and
|
Other
| ||||||||||||||
of the
|
Debt (including
|
cash equivalents
|
restricted
| |||||||||||||
Power plant
|
CPV Group
|
interest payable)
|
and deposits*
|
cash
| ||||||||||||
Fairview
|
25
|
%
|
516
|
1
|
42
| |||||||||||
Towantic
|
26
|
%
|
511
|
5
|
56
| |||||||||||
Maryland
|
25
|
%
|
309
|
1
|
32
| |||||||||||
Shore
|
37.53
|
%
|
606
|
1
|
127
| |||||||||||
Valley
|
50
|
%
|
998
|
-
|
159
| |||||||||||
Three Rivers
|
10
|
%
|
169
|
-
|
72
| |||||||||||
Total
|
3,109
|
8
|
488
|
(*) |
Including balances of restricted cash that serve for financing the current ongoing activities of the associated companies.
|
7. |
Liquidity and sources of financing (in NIS millions) (Cont.)
|
As at June 30, 2022
| |
Covenants applicable to the Company in connection with the trust certificate for | |
the Company's debentures (Series B) | |
The ratio of the net consolidated financial debt less the financial debt designated
| |
for construction of projects that have not yet started to produce EBITDA and
| |
the adjusted EBITDA (as defined in the trust certificate) may not exceed 13
|
7.6
|
Minimum shareholders' equity of NIS 250 million
|
NIS 2,563
|
A ratio of shareholders' equity to total assets at a rate of not less than 17%
|
57%
|
Covenants applicable to the Company in connection with the trust certificate for | |
the Company's debentures (Series C) | |
The ratio of the net consolidated financial debt less the financial debt designated
| |
for construction of projects that have not yet started to produce EBITDA and
| |
the adjusted EBITDA (as defined in the trust certificate) may not exceed 13
|
7.6
|
Minimum shareholders' equity of NIS 1,000 million
|
NIS 2,563
|
A ratio of shareholders' equity to total assets (solo) at a rate of not less than 20%
|
57%
|
A ratio of shareholders' equity to total assets (consolidated) at a rate of not less than 17%
|
39%
|
Covenants applicable to the Company in connection with the agreement for | |
investment of equity in Hadera | |
The Company's shareholders' equity, up to the end of the warranty period of
| |
the construction contractor may not drop below NIS 250 million
|
NIS 2,563
|
The ratio of the Company's shareholders' equity to total assets may not drop
| |
below 20%
|
57%
|
From the commercial operation date of Hadera up to the end of the warranty
| |
period of the construction contractor, the balance of the cash may not drop below
NIS 50 million or a bank guarantee in the amount of NIS 50 million
|
Cash balance higher
than NIS 50 million
|
57 |
For a description of the material financial covenants of the Company and the investee companies - see Sections 7.18.2 and 10.4 to Part A of the Periodic Report for 2021.
|
8. |
Significant Events in the Year of the Report and Thereafter |
9. |
Outstanding Liabilities by Maturity Dates |
10. |
Debentures (Series B) and Debentures (Series C) |
10.1 |
Set forth below are details regarding the Company's debentures (Series B):
|
Name of the series
|
Series B
| |
Issuance date
|
April 26, 2020
| |
Total nominal value on the date of issuance (including expansion of the series made in October 2020)
|
About NIS 956 million par value
| |
Nominal value on the date of the report
|
About NIS 927 million par value
| |
Nominal value after revaluation based on the linkage terms
|
About NIS 974 million par value
| |
Amount of the interest accrued as included in the Interim Statements as at June 30, 2022
|
About NIS 6 million.
| |
The fair value as included in the Interim Statements and the stock market value as at June 30, 2022
|
About NIS 1,017 million.
| |
Type of interest and interest rate
|
Fixed annual interest at the rate of 2.75%.
| |
Principal payment dates
|
16 unequal semi-annual payments, to be paid on March 31 and September 30 of each of the years from 2021 to 2028 (inclusive).
| |
Interest payment dates
|
The interest on the outstanding balance as it will be from time to time on the principal of the debentures (Series B) is payable commencing from September 2020 twice a year (except for 2020) on September 30, 2020, and on March 31 and September 30 of each of the years from 2021 to 2028 (inclusive).
The interest payments are to be made in respect of the period of six months that ended on the last day prior to the relevant interest payment date, except for the first interest payment that is to be made on September 30, 2020, and is to be paid for the period that commenced on the first trading day after the tender date of the debentures (Series B) and that ends on the last day prior to the said payment date, and is to be calculated based on the number of days in the said period and on the basis of 365 days per year.
|
10. |
Debentures (Series B) and Debentures (Series C) (Cont.)
|
10.1 |
Set forth below are details regarding the Company's debentures (Series B): (Cont.)
|
Linkage basis and terms
|
The principal of the debentures (Series B) and the interest thereon are linked to the increase in the Consumer Price Index (CPI) against the CPI for March 2020 that was published on April 15, 2020. The linkage terms will not be changed during the period of the debentures.
| |
Are they convertible into another security
|
No.
| |
Right of the Company to make early repayment
|
The Company has the right to make early repayment pursuant to the conditions in the trust certificate.
| |
Was a guarantee provided for payment of the Company's liabilities based on the debentures
|
No.
| |
Name of trustee
|
Reznik Paz Nevo Trustees Ltd.
| |
Name of the party responsible for the series of liability certificates with the trustee
|
Michal Avatlon and/or Hagar Shaul
| |
Contact information
|
Address: 14 Yad Harutzim St., Tel-Aviv
| |
Telephone: 03-6389200
Fax: 03-6389222
E-mail: Michal@rpn.co.il
| ||
Rating of the debentures since the issuance date
|
Rating of ilA- by S&P Global Ratings Maalot Ltd. ("Maalot") from February 2020 which was reconfirmed in October 2020 in connection with expansion of the series. In July and September 2021, the rating was reconfirmed.
See the Company's Immediate Reports dated February 28, 2020 (Reference No.: 2020-01-017383), April 20, 2020 (Reference No.: 2020-01-035221), October 3, 2020 (Reference No.: 2020-01-107493), October 4, 2020 (Reference No.: 2020-01-107604) and September 2, 2021 (Reference No.: 2021-01-075907).
| |
Pledged assets
|
None.
There is a future commitment that the Company will not create a general floating lien on its assets and rights, existing and future, in favor of any third party without the conditions stipulated in the trust certificate being fulfilled.
| |
Is the series material
|
Yes.
|
10. |
Debentures (Series B) and Debentures (Series C) (Cont.)
|
10.2 |
Set forth below are details regarding the Company's debentures (Series C):
|
Name of the series
|
Series C
| |
Issuance date
|
September 9, 2021
| |
Total nominal value on the date of issuance
|
About NIS 851 million par value
| |
Nominal value on the date of the report
|
About NIS 851 million par value
| |
Nominal value after revaluation based on the linkage terms
|
The debentures are not linked.
| |
Amount of the interest accrued as included in the Interim Statements as at June 30, 2022
|
About NIS 8 million.
| |
The fair value as included in the Interim Statements and the stock market value as at June 30, 2022
|
About NIS 774 million.
| |
Type of interest and interest rate
|
Fixed annual interest at the rate of 2.5%.
| |
Principal payment dates
|
12 unequal semi-annual payments, to be paid on February 28 and August 31 of each of the years from 2024 to 2030 (inclusive), except for 2028.
| |
Interest payment dates
|
The interest on the outstanding balance as it will be from time to time on the principal of the debentures (Series C) is payable commencing from February 2022 twice a year on February 28 and on August 31 of each of the years from 2022 to 2030 (inclusive).
The interest payments are to be made in respect of the period of six months that ended on the last day prior to the relevant interest payment date, and is to be in the amount of the annual interest divided by 2, except for the first interest payment that is to be made on February 28, 2022 and will be paid for the period that commenced on the first trading day after the tender date of the debentures (Series C) and that ends on the last day prior to the said payment date, and is to be calculated based on the number of days in the said period and on the basis of 365 days per year.
|
10. |
Debentures (Series B) and Debentures (Series C) (Cont.)
|
10.2 |
Set forth below are details regarding the Company's debentures (Series C): (Cont.)
|
Linkage basis and terms
|
The principal of the debentures (Series C) and the interest thereon are not linked to the Consumer Price Index (CPI) or any currency whatsoever.
| |
Are they convertible into another security
|
No.
| |
Right of the Company to make early repayment
|
The Company has the right to make early repayment pursuant to the conditions in the trust certificate.
| |
Was a guarantee provided for payment of the Company's liabilities based on the debentures
|
No.
| |
Name of trustee
|
Reznik Paz Nevo Trustees Ltd.
| |
Name of the party responsible for the series of liability certificates with the trustee
|
Michal Avatlon and/or Hagar Shaul
| |
Contact information
|
Address: 14 Yad Harutzim St., Tel-Aviv
| |
Telephone: 03-6389200
Fax: 03-6389222
E-mail: Michal@rpn.co.il
| ||
Rating of the debentures since the issuance date
|
Rating of ilA- by Maalot from August 2021 which was reconfirmed in September 2021.
See the Company's Immediate Reports dated July 19, 2021 (Reference No.: 2021-01-119229) and September 2, 2021 (Reference No.: 2021-01-075907).
| |
Pledged assets
|
None.
There is a future commitment that the Company will not create a general floating lien on its assets and rights, existing and future, in favor of any third party without the conditions stipulated in the trust certificate being fulfilled.
| |
Is the series material
|
Yes.
|
11. |
Contributions Policy |
11.1 |
The Company has a policy for making contributions that places emphasis on activities in the periphery and non-profit organizations that operate in the field of education.
|
11.2 |
As part of the Company's policy for charitable contributions, in the period of the report the following contributions were paid:
|
Amount of the
|
Relationship to the
| |||
Recipient of the
|
Contribution
|
Recipient of the
| ||
Contribution
|
(NIS thousands)
|
Contribution
| ||
"Password for Every Student" Society
|
1,000
|
"Password for Every Student" receives contributions from parties related indirectly to the Company's controlling shareholder. The Company's CEO is a representative of the project's Steering Committee without compensation.
| ||
"Nirim" Society
|
150
|
-
| ||
"Technoda Hadera Givat Olga" Society
|
300
|
-
| ||
"Running to Give" Society
|
50
|
For the sake of good order, it is noted that a relative of the Company's CEO serves as CEO of the Society without compensation.
| ||
Total
|
1,500
|
Yair Caspi |
Giora Almogy |
Chairman of the Board of Directors
|
CEO
|
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Kenon Holdings Ltd. published this content on 25 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2022 10:27:00 UTC.