REG - Riverstone Credit - Interim Report and Unaudited Financial Statements
08/08/2024 16:45
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RNS Number : 7933Z Riverstone Credit Opps. Inc PLC 08 August 2024
Riverstone Credit Opportunities Income Plc
Interim Report and Unaudited Interim Condensed Financial Statements
For the six months ended 30 June 2024
At a General Meeting held on 22 May 2024, Riverstone Credit Opportunities
Income Plc ("RCOI" or the "Company") adopted a revised Investment Objective in
order to facilitate a managed wind-down of the Company.
The Company aims to realise the Company's assets on a timely basis with the
aim of making progressive returns of cash to holders of Ordinary Shares as
soon as practicable.
Company number: 11874946
All capitalised terms are defined in the list of defined terms below unless
separately defined.
Riverstone Credit Opportunities Income PLC
Riverstone Credit Opportunities Income Plc is an externally managed
closed-ended investment company listed on the London Stock Exchange.
The Company's Ordinary Shares were admitted to the Specialist Fund Segment of
the London Stock Exchange plc's Main Market and incorporated and registered on
11 March 2019 in England and Wales with an unlimited life.
At the Annual General Meeting ("AGM") held on 22 May 2024, Riverstone Credit
Opportunities Income Plc adopted the Wind-Down Investment Policy and entered
into a managed wind-down.
The Company's investment objective and investment policy is now to realise the
Company's assets on a timely basis with the aim of making progressive returns
of cash to holders of Ordinary Shares as soon as practicable.
INVESTMENT MANAGER
The Company's Investment Manager is Riverstone Investment Group LLC, which is
controlled by affiliates of Riverstone Holdings LLC ("Riverstone").
On 31 December 2023, Riverstone entered into a sub-management agreement with
Breakwall Capital LP ("Breakwall" or "Sub-Manager") for all the credit
vehicles managed by Riverstone.
Riverstone was founded in 2000 and is currently one of the world's largest and
most experienced investment firms focused on energy, power, infrastructure and
decarbonisation. The firm has raised over $45 billion of capital and committed
approximately $45 billion to over 200+ investments in North America, South
America, Europe, Africa, Asia and Australia. Headquartered in New York,
Riverstone has built a global platform with additional offices located in
Menlo Park, Houston, London, Amsterdam and Mexico City. Since its founding,
the Firm has grown its presence significantly and currently employs over 33
professionals worldwide.
The registered office of the Company is 5th Floor, 20 Fenchurch Street,
London, England, EC3M 3BY.
Key Financials
2024 2023
NAV as at 30 June 2024/ 31 December 2023 $92.13m $96.02m
NAV per Share as at 30 June 2024/ 31 December 2023 $1.01 $1.06
Market capitalisation as at 30 June 2024 $83.09m $81.72m
Share price at 30 June 2024/ 31 December 2023 $0.92 $0.87
Total comprehensive income for period ended 30 June 2024/ 30 June 2023 $0.2m $3.7m
EPS for the period ended 30 June 2024/ 30 June 2023 0.24 cents 4.02 cents
Distribution per share with respect to the period ended 30 June 2024/ 30 June 2.70 cents 4.00 cents
2023
Highlights
· The NAV at 30 June 2024 was $1.01 per share (31 December 2023:
$1.06).
· Distributions of 2.70 cents per share (30 June 2023: 4.00 cents
per share) approved with respect to the period ended 30 June 2024. Given that
a significant portion of the Company's previously expected earnings for the
second quarter was expected to come from a possible H&W refinancing, the
Board is aware of the reduced level of dividend to pay for the second quarter.
· There was one full realisation of EPIC Propane executed in the period
ended 30 June 2024 .
INVESTMENT OBJECTIVE AND POLICY
Following the outcome of the vote held at the AGM on 22 May 2024, the Company
adopted a revised investment objective and investment policy in order to
facilitate a managed wind-down of the Company. The revised Investment Policy
is now "to realise the Company's assets on a timely basis with the aim of
making progressive returns of cash to holders of Ordinary Shares as soon as
practicable" (the "Wind-down Investment Policy").
The Investment Manager expects generally to realise the loans comprising the
Company's portfolio by holding them until they come to term and returning the
resulting proceeds to Shareholders. The Investment Manager may also dispose of
loans in the secondary market, including through sales to other funds,
vehicles or managed accounts advised or managed by the Investment Manager or
Breakwall.
The precise mechanism for the return of cash to holders of Ordinary Shares in
the managed wind-down is at the discretion of the Board, but includes a
combination of capital distributions, tender offers, mandatory share
redemptions and share repurchases. The return of proceeds to Shareholders may
require further Shareholder approvals, depending on the methods used.
The Company will continue to carry on its investment business during the
managed wind-down.
Prior to the 2024 AGM, the Company's investment objective was to lend to
companies working to drive change and deliver solutions across the energy
sector, spanning renewable as well as conventional sources, with a primary
focus on infrastructure assets, by building a portfolio that generated as well
as driving an attractive and consistent risk adjusted return for investors, as
well as drive a positive action with regard to climate change by structuring
loans as Green Loans or Sustainability-Linked Loans.
Further details on the Company's previous investment strategy, investment
restrictions and distribution policy are outlined in the Company's Annual
Report for the year ended 31 December 2023.
Chairman's Statement
Overview
On behalf of the Board, I would like to thank our shareholders for their
ongoing support. On the 22 May 2024, following shareholder approval at the
Company's Annual General Meeting, the Company entered a Managed Wind Down.
Accordingly, the Company is required to amend its investment policy "To
realise the Company's assets on a timely basis with the aim of making
progressive returns of cash to holders of Ordinary Shares as soon as
practicable." We are very proud of the portfolio of loans built by the
Investment Manager to help support the energy transition and we are committed
to maximising shareholder value through the Managed Wind Down process.
Overall, we are pleased with the financial performance of the Company and the
beneficial impact its loans are having on the journey towards greater
environmental sustainability in global energy infrastructure. During the first
half of 2024, apart from the unrealised markdown of the position in Harland
& Wolff, the Company's performance remained stable from 2023, posting
consistent earnings for the period, and remains well positioned in the current
environment. The Company has delivered a NAV total return of 40.4% to
investors since inception in May 2019 and 36.1 cents of income.
Going forward, the Company will focus on the realisation of the Company's
assets and return of capital to shareholders.
Key Developments
RCOI's current NAV per share is $1.01 (31 December 2023: $1.06).
There was one realisation that occurred during the first half of 2024, Epic
Propane. Epic Propane was fully realised in April 2024 with a 16.9 per cent
gross IRR and a 12.8 per cent net IRR and 1.24x gross MOIC and 1.18x net MOIC
respectively. This was an attractive return for our Shareholders.
Performance
The Company reported a profit of $0.2 million for the period ending 30 June
2024, resulting from income received from the investment portfolio and changes
in the portfolio's valuations. The Net Asset Value ("NAV") of the Company
remained stable and ended the period at $1.01 per share. As of June 30, 2024,
33% of the Company's assets consist of cash and cash equivalents, 85% of which
is currently uncommitted, 61% are loans and 7% are equity investments. The
Company is paying distributions of 2.70 cents per share to investors within
the first half of 2024.
The current unrealised portfolio remains attractive, marked at an average
1.24x gross MOIC and 1.15x net MOIC. Characteristics of RCOI's investment
strategy, particularly the focus on a conservative LTV, diversified
sub-sectors and end-user base, as well as structured incentives for early
repayment, have helped mitigate negative portfolio impact from the broader
market fluctuations.
RCOI has executed 25 direct investments and participated in two secondary
investments since inception and cumulatively invested $253 million of capital
since the IPO in May 2019. The Company has now realised a total of 19
investments, delivering an average gross IRR of 17.2 per cent and net IRR of
12.7 per cent.
As the company has adopted the Wind Down Investment policy, the Company's
investment objective and investment policy is to realise the Company's assets
on a timely basis with the aim of making progressive returns of cash to
holders of Ordinary Shares as soon as practicable.
Outlook
The Investment Manager would expect generally to realise the loans comprising
the Company's portfolio by holding them until they come to term and returning
the resulting proceeds to Shareholders. The Investment Manager may also
dispose of loans in the secondary market, including through sales to other
funds, vehicles or managed accounts advised or managed by the Investment
Manager or Breakwall.
The precise mechanism for the return of cash to holders of Ordinary Shares in
a managed wind-down is at the Board's discretion but may include (subject to
compliance with all applicable legal requirements) a combination of capital
distributions, tender offers, mandatory share redemptions and share
repurchases. The return of proceeds to Shareholders may require further
Shareholder approvals, depending on the methods proposed. We look forward to
providing further updates on the progress of the Company's Managed Wind Down
in due course.
Reuben Jeffery, III
Chairman
7 August 2024
INVESTMENT MANAGER'S REPORT
ABOUT THE INVESTMENT MANAGER
Appointed in May 2019, the Investment Manager, an affiliate of Riverstone,
sought to generate consistent shareholder returns predominantly in the form of
income distributions principally by making Green and Sustainability-Linked,
senior secured loans to energy transition businesses. Loans are classified as
Green Loans when they support environmentally sustainable economic activity
and Sustainability-Linked Loans when they contain sustainability performance
targets or other equivalent metrics to be monitored. RCOI has participated in
loans to companies working to drive change and deliver better solutions across
the energy sector, spanning renewable as well as conventional energy, with a
primary focus on infrastructure assets. The Company's aim was to build a
portfolio that generates an attractive and consistent risk-adjusted return for
investors, as well as drive positive impact regarding climate change by
structuring loans as Green Loans or Sustainability-Linked Loans.
The Company sought to achieve its investment objective predominantly through
managing its diversified portfolio of direct and indirect investments in
loans, notes, bonds, and other debt instruments, including convertible debt,
issued by Borrowers operating in the energy sector. Riverstone's investment
professionals have a unique combination of industry knowledge, financial
expertise, and operating capabilities. The Company also benefited from the
guidance and input provided by non-Riverstone credit team members of
Riverstone's credit investment committee who are involved in the Company's
investment process. The Company believes that Riverstone's global network of
deep relationships with management teams, investment banks and other
intermediaries in the energy sector led to enhanced sourcing and deal
origination opportunities for the Company.
On November 6, 2023, Riverstone Holdings LLC and their affiliate Riverstone
Investment Group (collectively, "Riverstone") announced that they intended to
enter into an agreement with Breakwall Capital LP to provide sub-management
services (the "Sub-Management Agreement") for all credit vehicles managed by
Riverstone, including RCOI (the "Existing Credit Vehicles"). Breakwall is a
newly formed independent asset-management firm regulated by the SEC as a
Registered Investment Advisor, owned and operated by the former Riverstone
Credit Partners team. Services provided by Breakwall commenced on January 2,
2024.
Under the arrangement, Riverstone has remained the manager of RCOI on the
terms of RCOI's existing management agreement and all aspects of the ongoing
management of the Company, including the day-to-day investment team, have
remained consistent with current practices. There was no increase in fees
payable by RCOI as a result of the modified arrangements. The Board of RCOI
was involved in establishing the Sub-Management Agreement and are confident
that the structure of Riverstone as manager and Breakwall as the sub-manager
will continue to deliver strong returns for shareholders during this period of
Managed Wind-down.
INVESTMENT PORTFOLIO SUMMARY
As of 30 June 2024, the Company holds a diverse portfolio of investments in
seven companies across energy infrastructure & infrastructure services and
energy transition assets as further discussed below. In addition, RCOI holds
the warrants of one investment where the loan was fully realised.
In the descriptions that follow, yield to maturity is inclusive of all upfront
fees, original issue discounts, drawn spreads and prepayment penalties through
the stated maturity of the loan. Most loans have incentives to be called
early. A portion of the loans have a "payment-in-kind" feature for drawn
coupons for a limited time period. Similarly, some of the loans have a
"delayed-draw" feature that allows the borrower to call capital over time, but
always with a hard deadline. Loans that are committed are loans with signed
definitive documentation where a structuring fee and/or original issue
discount have been earned and the Company earns an undrawn spread. Loans that
are invested are signed with definitive documentation and, where a structuring
fee and/or original issue discount have been earned, the Company has funded
the loan to the Borrower and the Company is earning a drawn coupon.
The Investment Manager expects that every loan it has made will advance the
cause of energy transition one way or another. For new green energy
infrastructure, or conversion of older assets to a more sustainable use, we
typically issue Green Loans. For existing hydrocarbon related businesses, we
typically issue Sustainability-Linked Loans that tie loan economics to meeting
specific sustainability performance targets. Both structures are based on LSTA
guidelines and are subject to third party independent opinion from Sustainable
Fitch, a division of Fitch Group focused on ESG.
Harland & Wolff - In March 2022, RCOI participated in a $35.0 million
first lien Green Term Loan to Harland & Wolff ("H&W"), an
infrastructure operator engaged in the development and operation of strategic
maritime assets across the United Kingdom. At the initial closing RCOI
committed $11.8 million. As part of the terms of the loan, RCOI has also been
granted 5.1 million warrants to purchase stock in H&W. This has
subsequently been upsized to $14.6 million. RCOI has not participated in any
further financing since 2022.
As of 30 June 2024, $14.6 million remains invested, reflecting 23.5 per cent
of RCOI's overall commitments.
This loan has subsequently been upsized to $115 million and is due December
2024.
As noted in RCOI's London Stock Exchange announcement on 19 July 2024, the
most significant move in the Company RCOI's NAV in the second quarter came
from a $2.8 million reduction in the value of this position, equivalent to
3.0% of NAV. The reduction in value of this loan in the second quarter was
taken in consultation with the Company's external valuation provider and
reflects the best estimate of the investment manager as to the fair market
value of the position. The principal reason for the reduction in value is
that, as announced on 19 July 2024 by H&W, the UK Department for Business
and Trade has notified H&W that HM Government will not be proceeding with
the provision of export development guarantee or loan facilities that had long
been considered for H&W.
On 2 August 2024, H&W announced that it had received a new financing
commitment of $25.0 million from credit funds managed by Riverstone. The new
capital is being classified as a super priority position to the existing
facility in which the RCOI is a Lender. As a condition to the financing, the
most recent $15 million upsize of the facility completed in February 2024 (in
which RCOI did not participate), is being recharacterised as part of the new
super priority facility. As announced by H&W, the increase in debt
facilities is accompanied by a change in personnel of H&W's senior
management and the insertion of new non-executive directors.
RCOI will not participate in the new super priority facility as it has now
entered into managed wind-down (and had previously already reached its
concentration limit in H&W). The Q2 NAV does not reflect the impact of
this new financing as it had not closed as of 30 June 2024.
The Board will continue to closely monitor developments regarding the
Company's investment in H&W, in particular when considering the
appropriate timing for cash returns to Shareholders pursuant to its wind-down
strategy. In the meantime, the Company's cash balances are invested in a money
market and are yielding a healthy risk-free return.
Seawolf Water Resources - In September 2022, RCOI made a secondary investment
in a stapled bundle of private securities in Seawolf Water Resources
("Seawolf"), a privately held water infrastructure services company with
operations primarily in Loving County, TX and southern New Mexico. The
investment includes a Sustainability-Linked first lien term loan along with
preferred stock and common equity, collectively purchased at a significant
discount to market value. The loan portion of the investment is due in March
2026 and was purchased at an estimated all-in yield to maturity of 10.6 per
cent to RCOI. The preferred stock and common equity are perpetual in nature
but benefit from excess cash returned to the shareholders from time to time.
Across the term loan, preferred stock, and common equity, RCOI committed a
total of $9.0 million, which has subsequently been reduced to $8.8 million via
repurchases of preferred stock by the company. This reflects 14.3 per cent
of RCOI's overall commitments as of 30 June 2024.
Hoover Circular Solutions - In November 2022, RCOI participated in a $160mm
Sustainability-Linked first lien term loan to Hoover CS, a leading provider of
sustainable packaging and fleet management solutions, that is paving the way
for customers across the chemical, refining and general industrial-end markets
to move away from single-use containers. Sustainable Fitch provided a Second
Party Opinion ("SPO") on the loan. The loan is due in November 2026 and was
made at an estimated all-in yield to maturity of 10.6 per cent.
At closing, RCOI committed $13.7 million. As of 30 June 2024, the full $13.7
million remains invested, reflecting 22.2 per cent of RCOI's overall
commitments.
Max Midstream - In December 2022, RCOI participated in a $28.6 million
Sustainability-Linked, first lien term loan (the "Term Loan") to a subsidiary
of Max Energy Industrial Holdings US LLC ("Max"). Max is developing the first
carbon-neutral crude oil export terminal on the Gulf Coast of Texas, which it
believes will lead to increased market share as crude consumers globally seek
to reduce their overall carbon footprint. The loan is due in December 2024,
subject to some mutual extension options that would extend the maturity to
December 2025. At the time of close, the term loan was SOFR+650 bps with all
in coupon of 11.0 percent.
At close, RCOI committed $5.0 million. As of 30 June 2024, the full $5.0
million remains invested, reflecting 8.1 per cent of RCOI's overall
commitments.
Streamline Innovations - In June 2023, RCOI participated in a $55 million
Green term loan to Streamline Innovations, a leader in
environmentally-advanced treatment solutions for the removal of hydrogen
sulfide (H2S) from natural gas, renewable fuels, wastewater, and industrial
processes. The facility was structured as a Green Loan with Sustainable Fitch
providing a Second Party Opinion. The loan is due in December 2026 and was
made at an estimated all-in yield to maturity of 12.5 per cent.
As closing, RCOI committed $9.9 million and funded $3.5 million. As of 30 June
2024, RCOI's commitment remains at $9.9 million with the funded amount
increasing to $5.4 million, representing 16.0 per cent of RCOI's total
commitments.
Blackbuck Resources - In June 2021,RCOI participated in a $50.0 million first
lien delayed-draw Sustainability-Linked Term Loan to the BlackBuck Resources,
a sponsor-backed water infrastructure company focused on providing E&P
operators with a one-stop shop for all things related to water management,
including treatment, gathering, recycling, storage and disposal. Sustainable
Fitch provided a Second Party Opinion. The loan is due in December 2024 and
was made at an estimated all-in yield to maturity of 17.0 per cent.
At closing, RCOI committed $9.9 million and funded $8.9 million. As of 30 June
2024, RCOI's commitment has been reduced to $9.2 million, with all $9.2
million now funded, representing 14.8 per cent of RCOI's total commitments.
Imperium3 New York, Inc - In April 2021, RCOI participated in a $63.0 million
first lien delayed-draw Green term loan to Imperium 3 New York, Inc, as
lithium-ion battery company that will commercialise high performing
lithium-ion batteries by developing a large-scale manufacturing facility in
Endicott, NY. The loan was fully refinanced In April 2022, the Company fully
refinanced this loan with a new source of financing, resulting in a 32.5 per
cent realised IRR and 1.25x realised MOIC.
At closing RCOI committed $6.8 million. In addition, as part of the loan
terms, RCOI was granted warrants to purchase 0.4 per cent of the Imperium's
equity and 0.3 per cent of the equity in one of Imperium's parent company's
Charge CCCV. As of 30 June 2024, none of the loan is outstanding but the
warrants remain the Company's portfolio.
Caliber Midstream - In July 2019, RCOI participated in a $10.0 million upsize
of a $65.0 million first lien holding company term loan to Caliber Midstream
(the "HoldCo Term Loan"),a sponsor-backed Bakken focused midstream company
that provides crude oil and natural gas gathering and processing, produced
water transportation and disposal, and freshwater sourcing and transportation.
At closing $3.4 million was committed by RCOI to the HoldCo Term Loan.
Subsequently, in April 2021, an additional $0.6 million was invested on a
secondary basis in a senior secured first lien loan made to Caliber (the "Opco
Loan"), bringing RCOI's total commitment to Caliber to $4.0 million.
In March 2021, Caliber's largest customer, Nine Point Energy, terminated their
midstream contract with Caliber and subsequently filed for Chapter 11
bankruptcy, triggering significant financial distress. In May 2021, RCOI and
the other HoldCo Lenders completed a recapitalisation of Caliber resulting in
HoldCo Term Loan Lenders receiving substantially all of the equity in HoldCo.
In March 2022, the Caliber and the OpCo Loan lenders subsequently closed a
second restructuring with the OpCo Loan lenders receiving approximately 100%
of the equity.
Following the restructuring, new management was hired, a new contract was
executed and at 30 June 2024 there remains increased focus on cost cutting
initiatives and new revenue opportunities.
As of 30 June 2024, the full $4.0 million commitment remains invested,
reflecting 1.1% of RCOI's overall commitments post restructuring.
SUBSEQUENT EVENTS AND OUTLOOK
As discussed in the Chair statement, following careful consideration and
consultation with Riverstone Investment Group LLC (the "Investment Manager"),
its sub-manager, Breakwall Capital LP, its advisers and certain significant
Shareholders, the Company's board of directors (the "Board") has determined
that a managed wind-down of the Company's portfolio at this time is in the
best interests of Shareholders.
Following shareholder approval at the Company's AGM, the Company's investment
objective and investment policy has been changed to now realise the Company's
assets on a timely basis with the aim of making progressive returns of cash to
holders of Ordinary Shares as soon as practicable. In order to meet this
objective, the Company will continue to carry on its investment business
during the managed wind-down. We look forward to providing regular updates on
our progress to towards this objective.
BUSINESS REVIEW
MANAGED WIND-DOWN
Following the AGM on 22 May 2024 the Company adopted a wind-down investment
policy. Details of the adoption of the managed wind-down are as follows:
· The Company's investment objective and investment policy is now
to realise the Company's assets on a timely basis with the aim of making
progressive returns of cash without reinvesting any realised cash to holders
of Ordinary Shares as soon as practicable.
· The Investment Manager expects generally to realise the loans
comprising the Company's portfolio by holding them until they come to term and
returning the resulting proceeds to Shareholders. The Investment Manager will
also dispose of loans in the secondary market, including through sales to
other funds, vehicles or managed accounts advised or managed by the Investment
Manager or Breakwall.
· The Company will maintain its listing on the Specialist Fund
Segment and continue to conduct its affairs (including as regards payment of
dividends) so as to qualify as an investment trust for the purposes of section
1158 of the Corporation Tax Act 2010, in each case for as long as the Board
believes such status to be practicable and cost-effective for Shareholders.
· The unaudited net asset value of the Company will continue to be
calculated on a quarterly basis in accordance with the Company's accounting
policies per the notes to the financial statements and will be published
through a Regulatory Information Service, although the Board would keep this
net asset value reporting policy under review in light of the diminishing size
of the Company's portfolio during the course of the managed wind-down.
· The precise mechanism for the return of cash to holders of
Ordinary Shares in a managed wind-down will be at the discretion of the Board,
but will include a combination of capital distributions, tender offers,
mandatory share redemptions and share repurchases. The return of proceeds to
Shareholders may require further Shareholder approvals, depending on the
methods used.
At a Board Meeting held on 18 June 2024, the Board considered a range of
options for returning its available cash to Shareholders.
The Company will continue to carry on its investment business during the
managed wind-down.
GOING CONCERN
The Directors, as at the date of this report, are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. Following the
AGM held on 22 May 2024 at which shareholders unanimously voted in favour of a
change in the Company's Investment Policy to Wind-Down Investment Policy.
The Company's Investment objective and Wind-Down Investment Policy is to
"realise the Company's assets on a timely basis with the aim of making
progressive returns of cash to holders of Ordinary shares as soon as
practicable." The Company is therefore preparing its financial statements on
a basis other than going concern due to the company being in a managed
wind-down.
The Company will continue to carry on its investment business during the
managed wind-down and with the expectation of realising the Company's assets
and returning of capital to its Shareholders.
The Directors consider that the change to the Company's objectives and
Investment Policy proposed at the AGM, including the Wind-down Resolutions
passed, are in the best interests of Shareholders as a whole.
In conjunction with the Company amending its Investment Policy to Wind-Down
Investment Policy, the senior secured revolving credit facility's credit
agreement with the Company was also amended.
The RCF credit agreement was amended to allow aggregate amount of borrowings
of up to $500,000 in order to optimise cash flows during the Managed
Wind-Down. The amendment also sets forth a Utilisation Fee of one percent per
annum due and payable quarterly by the Company to the lender.
As of 30 June 2024, the Condensed Statement of Financial position reflects a
negative current net asset value which does not reflect the Company's overall
liquidity and its ability to meet its current liabilities. The Company has
sufficient cash held in the SPVs reflected in the value of the Company's
investments in the SPVs. As of the date of the interim report, the Company and
its SPVs have $29.9m cash and cash equivalents available of which $27.3m is
short-term money market fix deposits and the remaining $2.6m in cash within
the SPV and the Company. The Company's current cash will be able to meet the
near-term current liabilities when come due.
The Directors agree that the Company has adequate resources to continue in
operation throughout the wind down period and will be able to meet all of its
liabilities as they fall due. The Directors considered it to be appropriate to
adopt the basis other than going concern in preparing the financial statements
given the Company is now in a managed wind down. There were no material
changes to accounting policies or the valuation basis resulting from the
Company commencing the managed wind-down. All of the balance sheet items have
been recognised on a realisation basis. The Directors and the Investment
Manager have made the appropriate provisions in order to bring about an
orderly wind-down of the Company and its operations.
As of 30 June 2024, the weighted average remaining contractual tenor of the
loans in the Company's portfolio is 1.46 years. The Investment Manager would
expect generally to realise the loans comprising the Company's portfolio by
holding them until they come to term and returning the resulting proceeds to
Shareholders. The Investment Manager may also dispose of loans in the
secondary market where it considers this to be in the best interests of the
Company, including through sales to other funds, vehicles or managed accounts
advised or managed by the Investment Manager or Breakwall.
The Directors will make further announcements on the progress of the Managed
Wind-Down strategy and the return of cash to Shareholders in due course.
PRINCIPAL RISKS AND UNCERTAINTIES
Under the FCA's Disclosure Guidance and Transparency Rules, the Directors are
required to identify those material risks to which the Company is exposed and
take appropriate steps to mitigate those risks. Risks relating to the Company
are disclosed in the Company's prospectus which is available on the Company's
website https://www.riverstonecoi.com (https://www.riverstonecoi.com) .
The Company's assets consist of investments, through SPVs, within the global
energy industry, with a particular focus on opportunities in the global
E&P and midstream energy sub-sectors. The Company also focuses on energy
transition, infrastructure and infrastructure services by structuring deals as
either a Green Loan or a Sustainability-Linked Loan. Its principal risks are
therefore related to market conditions in the energy sector in general, but
also the particular circumstances of the businesses in which it is invested.
The Investment Manager seeks to mitigate these risks through active asset
management initiatives.
The Board thoroughly considers the process for identifying, evaluating and
managing any significant and emerging risks faced by the Company on an ongoing
basis and has performed a robust assessment of those risks, which are reported
and discussed at Board meetings.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board ensures that effective controls are in place to mitigate these risks
and that a satisfactory compliance regime exists to ensure all applicable
local and international laws and regulations are upheld.
For each material risk, the likelihood and consequences are identified,
management controls and frequency of monitoring are confirmed and results
reported and discussed at the quarterly Board meetings.
The key areas of risk faced by the Company and mitigating factors are
summarised below:
1. The Ordinary Shares may trade at a discount to NAV per Share for
reasons including but not limited to market conditions, liquidity concerns and
actual or expected Company performance. In its efforts to mitigate this risk,
the Investment Manager closely monitors and identifies the reasons for
significant fluctuations, and considers the Company's share repurchase program
when applicable and in the interests of Shareholders. As such, there can be no
guarantee that attempts to mitigate such discount will be successful or that
the use of discount control mechanisms will be possible, advisable or adopted
by the Company.
2. Investment decisions of the Investment Manager will depend upon the
ability of its employees and agents to gather relevant information. The
Company would continue to carry on its investment business during the managed
wind-down.
3. The Company's Investment objective and Wind-Down Investment Policy is
to "realise the Company's assets on a timely basis with the aim of making
progressive returns of cash to holders of Ordinary shares as soon as
practicable." The Investment Manager will manage current investments in
accordance with the Investment Policy, market conditions and the economic
environment. To mitigate the risk of realising investments not indicative of
the fair value, the Company's Investment Policy and investment restrictions
enable the Company to realise the loans comprising the Company's portfolio by
holding them until they come to term and returning the resulting proceeds to
Shareholders, with the precise mechanism for the return of cash to holders of
Ordinary Shares in the managed wind-down at the discretion of the Board.
4. Environmental exposures and existing and proposed environmental
legislation and regulation may adversely affect the operations of Borrowers.
Delay or failure to satisfy any regulatory conditions or other applicable
requirements could prevent the Company from acquiring certain investments or
could hinder the operations of certain Borrowers. To mitigate this risk, the
Investment Manager has usual and customary inspection rights and affirmative
covenants regarding environmental matters contained in credit agreement
documentation. The Investment Manager has a clear ESG policy which is
implemented and reviewed by the Board.
5. The valuations used to calculate the NAV on a quarterly basis will be
based on the Investment Manager's unaudited estimated fair market values of
the Company's investments and may be based on estimates which could be
inaccurate. To mitigate this risk, the Investment Manager has an extensive
valuation policy and also has engaged the independent valuation services of
Houlihan Lokey on a quarterly basis.
6. In today's global technological environment, the Company, its
investments and its engaged service providers are subject to risks associated
with cyber security. The effective operation of the Investment Manager and the
businesses of Borrowers are likely to be highly dependent on the availability
and operation of complex information and technological systems. To mitigate
this risk, the Audit and Risk Committee Chairman monitors cyber security risk
and best practices. Cyber security due diligence and ongoing monitoring is
performed on each potential and current borrower.
7. The Company may be exposed to fluctuations and volatility in commodity
prices through investments it makes, and adverse changes in global supply and
demand and prices for such commodities may adversely affect the business,
results of operations, and financial
condition of the Company. To mitigate this risk, the Investment Manager
intends to create a diversified portfolio across various energy subsectors,
commodity exposures, technologies and end-markets to provide natural synergies
that aim to enhance the overall stability of the portfolio.
8. The Company will only lend to Borrowers in the global energy sector and
such single industry concentration could affect the Company's ability to
generate returns. Adverse market conditions in the energy sector may delay or
prevent the Company from making appropriate investments. To mitigate this
risk, the Investment Manager intends to create a diversified portfolio across
various energy subsectors, commodity exposures, technologies and end-markets
to provide natural synergies that aim to enhance the overall stability of the
portfolio.
9. The performance of the Company may be affected by changes to interest
rates and credit spreads. To mitigate this risk, the Investment Manager
assesses credit risk and interest rate risk on an ongoing basis and closely
monitors each investment with the assistance of each respective management
team and the engaged service providers.
10. The Company relies on a third-party provider for the key operational
tasks of the Company. The failure of any service provider to carry out their
duty may have a detrimental effect on
the operation of the Company. To mitigate these risks the Board will review
the internal control reports and consider business continuity arrangements of
the Company.
The principal risks outlined above remain the most likely to affect the
Company in the second half of the year
Directors' Responsibilities Statement
The Directors are responsible for preparing this Interim Report in accordance
with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
· The unaudited interim condensed financial statements have been
prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting; and
· The Chairman's Statement, Investment Manager's Report and the
notes to the condensed financial statements include a fair review of the
information required by:
i. DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being
an indication of important events that have occurred during the period and
their impact on the unaudited interim condensed financial statements; and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
ii. DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the period and that have
materially affected the financial position and performance of the Company
during that period.
· For the reasons stated in the Business Review and Note 2, the
financial statements have not been prepared on a going concern basis.
On behalf of the Board
Reuben Jeffery, III
Chairman
7 August 2024
Condensed Statement of Financial Position
As at 30 June 2024
30 June 2024 31 December 2023
Note $'000 $'000
Non-current assets
Investments at fair value through profit or loss 4 92,583 94,639
92,583 94,639
Current assets
Dividends receivable 4 - 1,728
Trade and other receivables 6 157 97
Cash and cash equivalents 373 627
530 2,452
Current liabilities
Trade and other payables 7 (980) (1,067)
Net current assets (450) 1,385
Net assets 92,133 96,024
Equity
Share capital 8 908 908
Capital redemption reserve 8 92 92
Other distributable reserves 8 90,528 90,528
Retained earnings 605 4,496
Total Shareholders' funds 92,133 96,024
Number of Shares in issue at year end 90,805,237 90,805,237
Net assets per share (cents) 12 101.46 105.75
The interim condensed financial statements were approved and authorised for
issue by the Board of Directors on 7 August 2024 and signed on its behalf by:
Reuben Jeffery,
III
Emma Davies
Chairman
Director
The accompanying notes below form an integral part of these interim condensed
financial statements.
Condensed Statement of Comprehensive Income
For the six months ended 30 June 2024 (Unaudited)
For the six months ended For the six months ended
30 June 2024
30 June 2023
Note Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
Investment (loss)/gain
Change in fair value of investments at fair value through profit or loss 4 - (1,492) (1,492) - 306 306
- (1,492) (1,492) - 306 306
Income
Investment income 4 3,028 - 3,028 4,328 - 4,328
3,028 - 3,028 4,328 - 4,328
Expenses
Directors' fees and expenses 14 (76) - (76) (80) - (80)
Other operating expenses (607) - (607) (532) - (532)
Liquidation expenses - (500) (500) - - -
Profit share 10 (147) - (147) (388) - (388)
Total expenses (830) (500) (1,330) (1,000) - (1,000)
Operating profit for the year 2,198 (1,992) 206 3,328 306 3,634
Finance income
Interest income 11 - 11 19 - 19
Total finance income 11 - 11 19 - 19
Profit for the year before tax 2,209 (1,992) 217 3,347 306 3,653
Tax 11 - - - - - -
Profit for the year after tax 2,209 (1,992) 217 3,347 306 3,653
Profit and total comprehensive income for the year 2,209 (1,992) 217 3,347 306 3,653
Profit and total comprehensive income attributable to:
Equity holders of the Company 2,209 (1,992) 217 3,347 306 3,653
Earnings per share
Basic and diluted earnings per Share (cents) 12 (2.19) 0.24 0.34 4.02
2.43 3.68
The 'Total' column of this statement is the profit and loss account of the
Company and the 'Revenue' and 'Capital' columns represent supplementary
information prepared under guidance issued by the Association of Investment
Companies. Profit / (loss) for the period after tax also represents Total
Comprehensive Income.
The accompanying notes below form an integral part of these interim condensed
financial statements.
Condensed Statement of Changes in Equity
For the six months ended 30 June 2024 (Unaudited)
Share capital Capital redemption reserve Other distributable reserve Retained earnings Total
For the six months ended 30 June 2024 Note $'000 $'000 $'000 $'000 $'000
Opening net assets attributable to Shareholders 908 92 90,528 4,496 96,024
Total comprehensive income for the year - - - 217 217
Distributions paid in the year 13 - - - (4,108) (4,108)
Closing net assets attributable to Shareholders 908 92 90,528 605 92,133
Following the IPO of the Company, the share premium account was cancelled by a
court order dated 16 July 2019. The amount of $97,000 remaining in the share
premium account of the Company at this date was subsequently cancelled and
transferred to distributable reserves. This may be applied in any manner in
which the Company's profits available for distribution are able to be applied,
as determined in accordance with the Companies Act 2006.
The Company's total distributable reserves comprise its other distributable
reserve and retained earnings, excluding unrealised movement of its
investments. After taking account of cumulative unrealised gains of $949k and
distributions made, the total distributable reserves as at 30 June 2024 were
$90,184k.
Share capital Capital redemption reserve Other distributable reserves Retained earnings Total
For the six months ended 30 June 2023 Note $'000 $'000 $'000 $'000 $'000
Opening net assets attributable to Shareholders 908 92 90,528 6,948 98,476
Total comprehensive income for the year - - - 3,653 3,653
Distributions paid in the year 13 - - - (4,541) (4,541)
Closing net assets attributable to Shareholders 908 92 90,528 6,060 97,588
The Company's total distributable reserves comprise its other distributable
reserve and retained earnings, excluding unrealised movement of its
investments. After taking account of cumulative unrealised gains of $3,775k
and distributions made, the total distributable reserves as at 30 June 2023
were $92,813k.
The accompanying notes below form an integral part of these interim condensed
financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 June 2024 (Unaudited)
Note For the six months ended For the six months ended
30 June 2024
30 June 2023
$'000 $'000((1))
Cash flows from operating activities
Profit for the year before tax 217 3,653
Adjustments for non-cash transaction in profit for the year before tax:
Interest Income (11) (19)
Movement in fair value of investments 4 1,492 (306)
Investment income per Statement of Comprehensive Income 4 (3,028) (4,328)
Adjustments for Statement of Financial Position movement:
Movement in payables (87) (1,234)
Movement in receivables (62) (68)
Bank interest received in cash 13 30
Loan interest received 3,302 2,605
Dividend received 2,018 4,436
Net cash generated from operating activities 3,854 4,769
Cash flows from investing activities
Investment additions 4 - -
Investment proceeds
Net cash (used in) / generated from investing activities - -
Cash flows from financing activities
Distributions paid 13 (4,108) (4,540)
Net cash used in financing activities (4,108) (4,540)
Net movement in cash and cash equivalents during the period (254) 229
Cash and cash equivalents at the beginning of the period 627 957
Cash and cash equivalents at the end of the period 373 1,186
(1) Cash flows from operating activities for the six months ended 30 June 2024
are presented by adjusting Profit for the year before tax as opposed to
Operating profit for the year. Cash flows from operating activities for the
six months ended 30 June 2023 have been re-presented in the format adopted for
the six months ended 30 June 2024.
The accompanying notes below form an integral part of these interim condensed
financial statements.
Notes to the Unaudited Interim Condensed Financial Statements
For the six months ended 30 June 2024
1. General Information
The Company was incorporated and registered in England and Wales on 11 March
2019 with registered number 11874946 as a public company limited by shares
under the Companies Act 2006
(the ''Act''). The principal legislation under which the Company operates is
the Act. The Directors intend, at all times, to conduct the affairs of the
Company so as to enable it to qualify as an investment trust for the purposes
of section 1158 of the Corporation Tax Act 2010, as amended.
2. Basis of preparation
The condensed financial statements have been prepared in accordance with the
provisions of the Companies Act 2006, with UK-adopted International Accounting
Standards ("UK-adopted IAS") 34 Interim Financial Reporting, and the
Disclosure Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority. Where presentational guidance set out in the AIC SORP, 2022
edition, is consistent with the requirements of UK-adopted IAS, the Directors
have sought to prepare the condensed financial statements on a basis compliant
with the recommendations of the AIC SORP. In particular, supplementary
information which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the total
Statement of Comprehensive Income.
The condensed financial statements have been prepared on a realisation basis.
As a result of the change of basis and considering the costs of the wind-down
process a provision of liquidation expenses of $500k has been recorded in
trade and other payables. The investments at fair value through profit &
loss remain presented as non-current assets as the weighted average remaining
contractual tenor of the loans in the Company's portfolio is 1.46 years, with
contractual maturity dates of the loans ranging between December 2024 and
December 2026. No other material adjustments to accounting policies or the
valuation basis have arisen as a result of ceasing to apply the going concern
basis. All of the balance sheet items have been recognised on a realisation
basis, which is not materially different from the carrying amount. This basis
of preparation has been amended from the Company's 2023 annual financial
statements. The Company's 2023 annual financial statements were prepared on
the historic cost basis, as modified for the measurement of certain financial
instruments at fair value through profit or loss and in accordance with
UK-adopted IAS and with those parts of the Companies Act 2006 applicable to
companies under UK-adopted IAS.
These condensed financial statements do not constitute statutory accounts as
defined in section 434 of the Companies act and do not include all information
and disclosures required in an Annual Report. They should be read in
conjunction with the Company's Annual Report for the year ended 31 December
2023.
The Company's Annual Report for the year ended 31 December 2023 included an
unqualified audit report that did not reference any matters by way of emphasis
and did not contain any statements under sections 498 (2) and (3) of the
Companies Act 2006. A copy of this annual report has been delivered to the
Registrar of Companies.
Going concern
As of the date of the report, the Directors evaluated whether they have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Following the AGM held on 22
May 2024 at which Shareholders voted in favour of a change in the Company's
Investment Policy to Wind-Down Investment Policy. The Company's investment
objective and Wind-Down Investment Policy is "to realise the Company's assets
on a timely basis with the aim of making progressive returns of cash to
holders of Ordinary Shares as soon as practicable". The Company is therefore
preparing its financial statements on a basis other than going concern due to
the Company being in a managed wind-down.
The Company will continue to carry on its investment business during the
managed wind-down and with the expectation of realising the Company's assets
and returning of capital to its Shareholders.
The Directors consider that the change to the Company's objectives and
Investment Policy proposed at the AGM, including the Wind-down Resolutions
passed, are in the best interests of Shareholders as a whole.
In conjunction with the Company amending its Investment Policy to Wind-Down
Investment Policy, the senior secured revolving credit facility's ("RCF")
credit agreement with the Company was also amended. The RCF credit agreement
was amended to allow aggregate amount of borrowings of up to US$500,000 in
order to optimise cash flows during the Managed Wind-Down. The amendment also
sets forth a Utilisation Fee of one percent per annum due and payable
quarterly by the Company to the lender.
As of 30 June 2024, the Condensed Statement of Financial position reflects a
negative current net asset value which does not reflect the Company's overall
liquidity and its ability to meet its current liabilities. The Company has
sufficient cash held in the SPVs reflected in the value of the Company's
investments in the SPVs. As of the date of the interim report, the Company has
$29.9m cash and cash equivalents available of which $27.3m is short-term money
market fix deposits and the remaining $2.6m in cash within the SPV and the
Company. The Company's current cash will be able to meet the near-term current
liabilities when come due.
The Directors agree that the Company has adequate resources to continue in
operation throughout the wind down period and will be able to meet all of its
liabilities as they fall due. The Directors considered it to be appropriate to
adopt the basis other than going concern in preparing the financial statements
given the Company is now in a managed wind down. There were no material
changes in the valuation of investments held at fair value as a result of the
change in accounting policies applied as a result of the financial statements
now being prepared on a realisation basis. All of the balance sheet items have
been recognised on a realisation basis. The Directors and the Investment
Manager have made the appropriate provisions in order to bring about an
orderly wind-down of the Company and its operations.
As of 30 June 2024, the weighted average remaining contractual tenor of the
loans in the Company's portfolio is 1.46 years. The Investment Manager would
expect generally to realise the loans comprising the Company's portfolio by
holding them until they come to term and returning the resulting proceeds to
Shareholders. The Investment Manager may also dispose of loans in the
secondary market where it considers this to be in the best interests of the
Company, including through sales to other funds, vehicles or managed accounts
advised or managed by the Investment Manager or Breakwall.
The Directors will make further announcements on the progress of the Managed
Wind-Down strategy and the return of cash to Shareholders in due course.
Segmental Reporting
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board of Directors, as a whole. The key measure of
performance used by the Board to assess the Company's performance and to
allocate resources is the Company's Net Asset Value, as calculated under
UK-adopted IAS, and
therefore no reconciliation is required between the measure of profit or loss
used by the Board and that contained in the Interim Report.
For management purposes, the Company is organised into one main operating
segment, which invests through its SPVs in a diversified portfolio of debt
instruments, issued by Borrowers operating in the energy sector. All of the
Company's current income is derived from within the United States.
All of the Company's non-current assets are located in the United States. Due
to the Company's nature, it has no customers.
Seasonal and Cyclical Variations
The Company's results do not vary as a result of seasonal activity.
3. Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses.
Judgements, estimates and assumptions are continually evaluated and are based
on management experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
Estimates and assumptions that are significant to the financial statements
include the valuation of the investments as detailed in note 4 and the
potential impact of climate change.
As per AIC SORP, where an Investment Company is approaching a wind-up and a
provision for liquidation expenses has been made, the Board needs to consider
why those expenses have been/are going to be incurred and whether the
circumstances meet the maintenance or enhancement test for allocating them to
capital. It may also be the case that certain of the costs should be treated
as being related to the disposal of the Investment Company's assets. Certain
expenses, such as brokerage fees and stamp duty, are incurred as part of the
process of buying and selling Investments and, for Investment Companies, it is
considered that such expenses are capital in nature. The liquidation expenses
provided for in the accounts are in relation to the disposal of the Company's
assets and the ultimate costs of returning the shareholders capital. Thus,
these have been included within the Capital section of the Statement of
Comprehensive Income.
Further details of these judgements, estimates and assumptions made by the
Directors are given in the annual financial statements for the year ended 31
December 2023. During the interim period there has been no change to the
judgements, estimates and assumptions outlined in the annual report.
4. Investments at fair value through profit or loss
Reconciliation of Level 3 fair value measurements of financial assets
For the six months ended For the year ended 31 December 2023
30 June 2024
Loans Equity Total Loans Equity Total
$'000 $'000 $'000 $'000 $'000 $'000
Opening balance 60,800 33,839 94,639 59,397 35,173 94,570
Movement in Loan interest receivable (564) - (564) 1,403 - 1,403
Unrealised movement in fair value of investments - (1,492) (1,492) - (1,334) (1,334)
60,236 32,347 92,583 60,800 33,839 94,639
As set out above the Company's investment in Riverstone International Credit
Corp. comprises of a loan investment and an equity investment and the
investment in Riverstone International Credit L.P. comprises of an equity
investment. The SPVs invest in a diversified portfolio of direct and indirect
investments in loans, notes, bonds and other debt instruments.
Interest receivable on the loan investment at 30 June 2024 was $0.8m (31
December 2023: $1.4m). The unrealised movement in fair value of investments
was shown in the Change in fair value of investments at fair value through
profit or loss in the Condensed Statement of Comprehensive Income.
The dividend receivable on the equity investment at 30 June 2024 was $nil (31
December 2023: $1.7m). The total unfunded commitments of the Company by its
SPV investments as at 30 June 2024 is $4.5m (31 December 2023: $6.4m).
Reconciliation of investment income recognised in the period
For the six months ended For the six months ended
30 June 2024
30 June 2023
$'000 $'000
Movement in loan interest receivable at year end (564) 125
Loan interest received as cash 3,302 2,605
Total loan interest recognised in the period 2,738 2,730
Dividend income 290 1,598
Total investment income recognised in the period 3,028 4,328
Total cash received in relation to interest income in the period was $3.3m
(2023: $2.6m). This comprises $3.3m (2023: $2.6m) of loan interest in the
period and $nil (2023: $nil) of amounts capitalised in the prior period.
Fair value measurements
As disclosed on pages 67 and 68 of the Company's Annual Report for the year
ended 31 December 2023, IFRS 13 "Fair Value Measurement" requires disclosure
of fair value measurement by level.
The level of fair value hierarchy within the financial assets or financial
liabilities ranges from level 1 to level 3 and is determined on the basis of
the lowest level input that is significant to the fair value measurement.
The fair value of the Company's investments are ultimately determined by the
fair values of the underlying investments. Due to the nature of the
investments, they are always expected to be classified as level 3 as the
investments are not traded and contain unobservable inputs. There have been no
transfers between levels during the six months ended 30 June 2024 (31 December
2023: none).
Valuation methodology and process
The Directors base the fair value of investment in the SPVs on the fair value
of their assets and liabilities, adjusted, if necessary, to reflect liquidity,
future commitments, and other specific factors of the SPVs and Investment
Manager. This is based on the components within the SPVs, principally the
value of the SPVs' investments, in addition to cash and short-term money
market fixed deposits. Any fluctuation in the value of the SPVs' investments
held will directly impact on the value of the Company's investment in the
SPVs.
Investment in SPVs
The SPVs' investments are valued using a third-party valuation provider to
perform a full independent valuation of the underlying investments. This
includes the third-party valuation provider selecting the valuation
methodology and/or comparable companies; identifying the cash flows and
appropriate discount rate utilised in a yield analysis; and providing a final
value range to the Investment Manager. The valuation adviser independently
values the assets and provides analyses to support the methodology in addition
to presenting calculations used to generate the output. The Investment
Manager's assessment of fair value of investments held by the SPVs is
determined in accordance with IPEV Valuation Guidelines. When valuing the
SPVs' investments, the Investment Manager reviews information provided by the
underlying investee companies and other business partners and applies IPEV
methodologies, to estimate a fair value as at the date of the Statement of
Financial Position.
Investment held by SPVs
Initially, acquisitions are valued at fair value, which is normally the
transaction price. Subsequently, and as appropriate, the Investment Manager
values the investments on a quarterly basis using common industry valuation
techniques, including comparable public market valuation, comparable merger
and acquisition transaction valuation and discounted cash flow valuation. The
techniques used in determining the fair value of the Company's investments
through its SPVs are selected on an investment by investment basis so as to
maximise the use of market based observable inputs. These techniques also
reflect the impact of primary and transition risks on the portfolio, although
the impact of the risks are minimal as the maximum investment period is seven
years. Due to the illiquid and subjective nature of the Company's underlying
investments, the Investment Manager uses a third-party valuation provider to
perform a full independent valuation of the underlying investments.
Quantitative information of significant unobservable inputs - Level 3 - SPV
30 June 2024 Valuation Unobservable Range / weighted
Description $'000 technique input average
SPV 92,583 Adjusted net asset value NAV 92,583
Discount for lack of liquidity -
The Directors believe that it is appropriate to measure the SPVs at their
adjusted net asset value, incorporating a valuation of the underlying
investments which has taken into account risks to fair value, inclusive of
liquidity discounts, through appropriate discount rates.
Sensitivity analysis to significant changes in unobservable inputs within
Level 3 hierarchy
The significant unobservable inputs used in the fair value measurement
categorised within Level 3 of the fair value hierarchy together with a
quantitative sensitivity analysis as at 30 June 2024 are as shown below:
Sensitivity Effect on
Description Input used fair value
$'000
SPV Discount for lack of liquidity - 3% (2,777)
The Company's valuation policy is compliant with both UK-adopted IAS and IPEV
Valuation Guidelines and is applied consistently. As the Company's investments
are generally not publicly quoted, valuations require meaningful judgment to
establish a range of values, and the ultimate value at which an investment is
realised may differ from its most recent valuation and the difference may be
significant.
For the period ended 30 June 2024, the valuations of the Company's
investments, through its SPVs, are detailed in the table below and also
detailed in the Investment Manager's Report.
The below table shows fair value sensitivities to a 100 BPS increase in the
discount rate and 0.5x multiple decrease used for each industry as at 30 June
2024.
Industry Investments at Fair Value as of June 30, 2024 Valuation technique(s) Unobservable input(s) Range Fair Value Sensitivity to a 100 bps increase in the discount
rate
(In Thousands)
(In Thousands)
Low High
Infrastructure 14,790 Discounted cash flow Discount Rate (143)
6% 13%
Recovery Approach EBITDA multiple 3.00x 7.00x
Infrastructure 35,058 Discounted cash flow Discount Rate (206)
Services 6% 26%
Option Pricing Model Risk Free Rate
5% 5%
Energy Transition 8 Implied Equity Value NA -
NA NA
Services 11,851 Discounted cash flow Discount Rate (889)
6% 7%
Public comparables EBITDA
multiple 6.00x 7.00x
Waterfall Approach NA
NA NA
$ 61,706 $ (1,238)
((a)) The difference between the fair value of the SPVs of $92.6m and the fair
value of the underlying investments at 30 June 2024 is due to cash and cash
equivalent balances of $29.6m and residual receivables of $1.3m, held within
the SPVs.
5. Unconsolidated subsidiaries
The following table shows subsidiaries of the Company. As the Company is
regarded as an Investment Entity these subsidiaries have not been consolidated
in the preparation of the financial statements:
Investment Place of business Ownership interest as at 30 June 2024 Ownership interest as at 31 December 2023
Held directly
Riverstone International Credit Corp. USA 100% 100%
Riverstone International Credit L.P. USA 100% 100%
Held indirectly
Riverstone International Credit - Direct L.P. USA 100% 100%
The registered office of the above subsidiaries is c/o The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.
Riverstone International Credit Corp. had a net asset value of $26.9m as at 30
June 2024 (31 December 2023: $28.6m) with a loss of $1.5m (31 December 2023:
$1.7m).
The amounts invested in the Company's unconsolidated subsidiaries during the
period and their carrying value at 30 June 2024 are as outlined in note 4
comprising:
30 June 2024 31 December 2023
Riverstone International Credit Corp. Riverstone International Credit L.P. Total Riverstone International Credit Corp. Riverstone International Credit L.P. Total
$'000 $'000 $'000 $'000 $'000 $'000
Opening balance at 1 January 89,406 5,233 94,639 89,384 5,186 94,570
Movement in Loan interest receivable (564) - (564)
Restructure of investments - - - 1,403 - 1,403
Movement in fair value (1,660) 168 (1,492) - - -
Closing balance at 31 December 87,182 5,401 92,583 89,406 5,233 94,639
During Q4 2022, the Company's SPVs entered a senior secured RCF agreement for
$15.0 million to enter into new commitments ahead of anticipated realisations,
enabling the Company to minimise the drag on returns of uninvested
capital. The borrowers as defined per the RCF agreement are Riverstone
International Credit - Direct L.P. and Riverstone International Credit L.P.,
and the guarantors are the Company, Riverstone Credit Opportunities Income
Partners - Direct L.L.C., a Delaware limited liability company and Riverstone
Credit Opportunities Income Partners L.L.C., a Delaware limited liability
company.
On 23 April 2024, the SPVs entered into an Amendment to the RCF agreement.
There is now a 'utilisation fee' of 1% per annum paid quarterly on the
difference between the amount of the commitment and the average daily
outstanding principal balance of the loan. There is also an amendment to limit
borrowings to only pay interest on the loans and fees expenses arising under
the agreement and for any follow-on investments.
At 30 June 2024, $nil (31 December 2023: $5m) of the senior secured RCF was
drawn at close and the remaining $15 million (31 December 2023: $10m) undrawn
commitment is available for future borrowings. Pursuant to the RCF agreement,
the interest rate per annum on each borrowing under the RCF can be referenced
to SOFR + 6.50% with a 100bps SOFR floor.
At 30 June 2024 the SPVs borrowed $nil (31 December 2023: $5 million), in the
six months to the period ended 30 June 2024 the SPVs incurred $nil million (31
December 2023: $nil million) in fees and $nil million (31 December 2023: $0.9
million) in interest. Interest is recorded as an interest expense at the SPV
level and is also included in the SPVs' net asset value. The interest rate on
2024 borrowings was SOFR plus 6.50% (31 December 2023: SOFR plus 6.50%).
There are no restrictions on the ability of the Company's unconsolidated
subsidiaries to transfer funds in the form of cash distributions or repayment
of loans. All of the Company's interest income and dividend income is
receivable directly from the Company's SPVs.
6. Trade and other receivables
30 June 2024 31 December 2023
$'000 $'000
Prepayments 131 72
VAT receivable 25 22
Bank interest receivable 1 3
157 97
7. Trade and other payables
30 June 2024 31 December 2023
$'000 $'000
Provision for liquidation costs 500 -
Profit share payable 154 879
Other payables 326 188
980 1,067
8. Share capital and payables
Date Issued and fully paid Number of shares issued Share capital Capital redemption reserve Other distributable reserves Total
GBP £'000 £'000 £'000 £'000
1 January 2024 1 - - - -
30 June 2024 1 - - - -
USD $'000 $'000 $'000 $'000
1 January 2024 90,805,237 908 92 90,528 91,528
30 June 2024 90,805,237 908 92 90,528 91,528
As at 30 June 2024 the Company's issued share capital comprises 90,805,237
Ordinary Shares at $0.01 per share and 1 E Share at $1 per share. Ordinary
Shareholders are entitled to all distributions paid by the Company and, on a
winding up, provided the Company has satisfied all of its liabilities, the
Shareholders are entitled to all of the surplus assets of the Company. E
shares are non-redeemable shares and grant the registered holders the right to
receive notice of and to attend but, except where there are no other shares of
the Company in issue, not to speak or vote (either in person or by proxy) at
any general meeting of the Company.
Date Issued and fully paid Number of shares issued Share capital Capital redemption reserve Other distributable reserves Total
GBP £'000 £'000 £'000 £'000
1 January 2023 1 - - - -
30 June 2023 1 - - - -
USD $'000 $'000 $'000 $'000
1 January 2023 90,805,237 908 92 90,528 91,528
30 June 2023 90,805,237 908 92 90,528 91,528
As at 30 June 2023, the Company's authorised and issued share capital
comprises 90,805,237 Ordinary Shares at $0.01 per share and 1 E Share at $1
per share.
9. Audit fees
For the six months ended For the six months ended
30 June 2024
30 June 2023
$'000 $'000
Fees to the Company's Auditor
for audit of the statutory financial statements 141 117
for other audit related services 15 14
156 131
Other operating expenses include fees payable to the Company's Auditor of
$156k (30 June 2023: $131k).
The fees payable to the Company's Auditor include estimated accruals
proportioned across the year for the audit of the statutory financial
statements and the fees for other audit related services were in relation to a
review of the Interim Report. There were $nil fees paid for other non-audit
services in the year (30 June 2023: $nil).
10. Profit Share
Under the Investment Management Agreement, the Investment Manager will not
charge any base or other ongoing management fees, but will be entitled to
reimbursement of reasonable expenses incurred by it in the performance of its
duties.
The Investment Manager will receive from the Company, a Profit Share based on
the Company's income, as calculated for UK tax purposes and the Company's
Capital Account.
The Profit Share will be payable quarterly at the same time as the Company
pays its distributions, subject to an annual reconciliation in the last
quarter of each year, as disclosed on page 73 of the Company's Annual Report
for the year ended 31 December 2023.
Amounts charged as Profit Share during the period were $147k (30 June 2023:
$388k).
11. Tax
As an investment trust, the Company is exempt from UK corporation tax on
capital gains arising on the disposal of shares. Capital profits from its loan
relationships are exempt from UK tax where the profits are accounted for
through the Capital column of the Statement of Comprehensive Income, in
accordance with the AIC SORP.
The Company has made a streaming election to HMRC in respect of distributions
and is entitled to deduct interest distributions paid out of income profits
arising from its loan relationships in computing its UK corporation tax
liability. Therefore, no tax liability has been recognised in the financial
statements.
For the six months ended For the six months ended
30 June 2024
30 June 2023
Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
UK Corporation tax charge on profits for the year at 25% (2023: 19/25%) - - - - - -
For the six months ended For the six months ended
30 June 2024
30 June 2023
Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
Return on ordinary activities before taxation 2,209 (1,992) 217 3,347 306 3,653
Profit / (loss) on ordinary activities multiplied by standard rate of 552 (498) 54 736 67 803
corporation tax in the UK of 25% (2023: 19%/25%)
Effects of:
Non-taxable investment Gains /(losses) - 373 373 - (67) (67)
on investments
Non-taxable dividend income (72) - (72) (351) - (351)
Tax deductible interest distributions (684) - (684) (603) - (603)
Taxable income from underlying partnership - - - 37 - 37
Movement in deferred tax not recognised 204 - 204 181 181
Non-deductible expenses - 125 125 - - -
Total tax charge - - - - - -
As at 30 June 2024 the Company has excess management expenses of $6,091,958
that are available to offset future taxable revenue. A deferred tax asset of
$1,522,990, measured at the substantively enacted standard corporation tax
rate of 25% has not been recognised in respect of these expenses since the
Directors believe that there will be no taxable profits in the future against
which the deferred tax asset can be offset.
Deferred tax is not provided on capital gains and losses arising on the
revaluation or disposal of investments because the Company meets (and intends
to continue to meet for the foreseeable future) the conditions for approval as
an Investment Trust company.
Taxes are based on the UK Corporate tax rate which existed as of the balance
sheet date which was 25%. The main rate of Corporation tax changed from 1
April 2023 for companies with profits over £250,000.
12. Earnings per share and Net assets per share
Earnings per share
For the six months ended For the six months ended
30 June 2024
30 June 2023
Revenue Capital Total Revenue Capital Total
Profit/(loss) attributable to equity holders of the Company - $'000 2,209 (1,992) 217 3,347 306 3,653
Weighted average number of Ordinary Shares in issue 90,805,237 90,805,237
Basic and diluted earnings and loss per Share from continuing operations in 2.43 (2.19) 0.24 3.68 0.34 4.02
the year (cents)
There are no dilutive shares in issue.
Net assets per share
30 June 2024 31 December 2023
Net assets - $'000 92,133 98,476
Number of Ordinary Shares issued 90,805,237 90,805,237
Net assets per Share (cents) 101.46 108.45
13. Distributions declared with respect to the period
Distribution per share Total distribution
Interim distributions paid during the period ended 30 June 2024 cents $'000
With respect to the quarter ended 31 December 2023 2.5 2,292
With respect to the quarter ended 31 March 2024 2.0 1,816
4.5 4,108
Distribution per share Total distribution
Interim distributions declared after 30 June 2024 and not accrued in the cents $'000
period
With respect to the quarter ended 30 June 2024 0.7 588
On 7 August 2024, the Board approved a distribution of 0.7 cents per share
with respect to the quarter ended 30 June 2024. The record date for the
distribution is 16 August 2024 and the payment date is 20 September 2024.
14. Related Party Transactions
Directors
The Company has three non-executive Directors. Directors' fees for the period
ended 30 June 2024 amounted to $76k (30 June 2023: $75k), of which $nil (31
December 2023: $nil) was outstanding at period end. Amounts paid to Directors
as reimbursement of travel and other incidental expenses during the period
amounted to $nil (30 June 2023 $5.7k), of which $nil (31 December 2023: $nil)
was outstanding at period end.
SPVs
In 2019, the Company provided a loan to the US Corp. which accrues interest at
9.27 percent. Any interest that is unable to be repaid at each quarter end is
capitalised and added to the loan balance. Total interest in relation to the
period was $2.7m (30 June 2023: $2.7m) of which $1.9m (30 June 2023: $1.3m)
was received in cash and $0.8m remained outstanding at the period end (31
December 2023: $1.3m outstanding). The balance on the loan investment at 30
June 2024 was $59.4m (31 December 2023: $59.4m). The Company's has equity
investments, the balance of these equity investments at 30 June 2024 was
$32.3m (31 December 2023: $33.8m). During the year the equity investments had
a fair value movement of $1.5m (31 December 2023: $1.3m).
During 2022, the SPVs entered into a RCF Agreement for $15.0 million with BC
Partners. The SPV borrowings from the facility at 30 June 2024 were $nil (31
December 2023: $5 million), leaving the remaining $15 million (31 December
2023: $10 million) undrawn commitment for future borrowings. The guarantors
are the Company, Riverstone Credit Opportunities Income Partners - Direct
L.L.C., a Delaware limited liability company and Riverstone Credit
Opportunities Income Partners L.L.C., a Delaware limited liability company.
The SPVs are required to maintain a LTV Ratio above the Covenant LTV of 22%
and the net asset value to be at least $40 million at each borrowing request
date.
The LTV Ratio is calculated as the total outstanding principal and accrued
interest on the facility divided by the Aggregate NAV. At 30 June 2024, the
SPVs were compliant with the Covenant LTV and the full amount of the undrawn
commitment is available.
The Company's other investments in its SPVs are made via equity shareholdings
as disclosed in note 4.
Investment Manager
The Investment Manager is an affiliate of Riverstone and provides advice to
the Company on the origination and completion of new investments, the
management of the portfolio and on realisations, as well as on funding
requirements, subject to Board approval. For the provision of services under
the Investment Management Agreement, the Investment Manager earns a Profit
Share, as disclosed in note 12 and on pages 73 and 74 of the Company's Annual
Report for the year ended 31 December 2023. The Investment Manager is entitled
to reimbursement of any reasonable expenses incurred in relation to management
of the Company and amounts reimbursed during the period were $33.7k (31
December 2023: $261k). Christopher Abbate and Jamie Brodsky, both portfolio
managers of RCOI transferred their shares from the Investment Manager to
Breakwall Capital LP on 1 January 2024. They purchased no new shares during
2024.
15. Subsequent events
With the exception of distributions declared and disclosed in note 13, there
are no other material subsequent events.
Glossary of Capitalised Defined Terms
Administrator means Ocorian Administration (UK) Limited
AGM means Annual General Meeting
AIC means the Association of Investment Companies
AIC Code means the AIC Code of Corporate Governance
AIC SORP means the Statement of Recommended Practice issued by the AIC in
November 2014 and updated in January 2017 for the Financial Statements of
Investment Trust Companies and Venture Capital Trusts
Annual Report means the Company's yearly report and financial statements for
the year ending 31 December 2022
APLMA means Asia Pacific Loan Market Association
Auditor means Ernst & Young LLP or EY
Board means the Directors of the Company
Borrower means entities operating in the energy sector that issue loans,
notes, bonds, and other debt instruments including convertible debt
Breakwall means Breakwall Capital LP
Company or RCOI means Riverstone Credit Opportunities Income Plc and its
underlying SPVs
Directors means the Directors of the Company
Distributable Income means the Company's income, as calculated for UK tax
purposes
DTR means the Disclosure Guidance and Transparency Rules sourcebook issued by
the Financial Conduct Authority
ESG means environmental, social and governance
E&P means exploration and production
FCA means the UK Financial Conduct Authority (or its successor bodies)
Firm or Investment Manager means Riverstone Investment Group LLC
GHG means Greenhouse gases
GREEN LOAN means to align lending and environmental objectives. It refers to
any type of loan instrument made available exclusively to finance or
re-finance, in whole or in part, new and/or existing eligible Green Projects.
Green loans must align with the four components of the Green Loan Principles.
We strive to enhance the decarbonisation impact of our credit portfolio and
advance the energy transition infrastructure
GREEN LOAN PRINCIPLES means a clear framework of the characteristics of a
Green Loan with four core components 1. Use of Proceeds, 2. Process for the
Project Evaluation and Selection, 3. Management of Proceeds and 4. Reporting.
The Green Loan principles promote the development and integrity of the Green
Loan product through leading financial institutions active in the global loan
markets. Green Loan Principles (GLP) have been developed by an experienced
working party, consisting of representatives from leading financial
institutions active in the global syndicated loan markets, with a view to
promoting the development and integrity of the Green Loan product. The GLP
comprise voluntary recommended guidelines, to be applied by market
participants on a deal-by-deal basis depending on the underlying
characteristics of the transaction, which seek to promote integrity in the
development of the Green Loan market by clarifying the instances in which a
loan may be categorised as "green"
H&W means Harland and Wolff
IAS means the international accounting standards
IFRS means the International Financial Reporting Standards, being the
principles-based accounting standards, interpretations and the framework by
that name issued by the International Accounting Standards Board, to the
extent they have been adopted by the UK
Investment Management Agreement means the Investment Management Agreement
entered between the Investment Manager and the Company
Investment Manager means Riverstone Investment Group LLC
IPEV Valuation Guidelines means the International Private Equity and Venture
Capital Valuation Guidelines
IPO means the initial public offering of shares by a private company to the
public
IRR means internal rate of return
Listing Rules means the listing rules made by the UK Listing Authority under
Section 73A of the Financial Services and Markets Act 2000
London Stock Exchange or LSE means London Stock Exchange plc
LSTA means Loan Syndications & Trading Association
LTV means loan to value ratio
Main Market means the main market of the London Stock Exchange
MAX means Max Energy Industrial Holdings US LLC
MOIC means multiple on invested capital
NAV or Net Asset Value means the value of the assets of the Company less its
liabilities as calculated in accordance with the Company's valuation policy
and expressed in US dollars
Ordinary Shares means ordinary shares of $0.01 in the capital of the Company
issued and designated as "Ordinary Shares" and having the rights, restrictions
and entitlements set out in the Company's articles of incorporation
Profit Share means the payments to which the Investment Manager is entitled in
the circumstances and as described in the notes to the financial statements
RCF or Facility means Revolving Credit Facility
RCOI mean Riverstone Credit Opportunities Income plc or the Company
RIC D means Riverstone International Credit - Direct, L.P.
Riverstone means Riverstone Holdings LLC.
Realisation Shares means realisation shares of US$0.01 in the capital of the
Company, as defined in the prospectus
Seawolf means Seawolf Water Resources
SPO means Second Party Opinion
SPV means any intermediate holding or investing entities that the Company may
establish from time to time for the purposes of efficient portfolio management
and to assist with tax planning generally and any subsidiary undertaking of
the Company from time to time
Specialist Fund Segment means the Specialist Fund Segment of the London Stock
Exchange's Main Market
Sub-Manager means Breakwall Capital LP
Sustainability-Linked Loans or SLL means a loan with the aim to facilitate and
support environmentally and socially sustainable economic activity and growth.
We seek to enhance the decarbonisation impact of our credit portfolio and
enhance the energy transition infrastructure. Sustainability-Linked Loans
follow a set of Sustainability-Linked Loan Principles (SLLP) which were
originally published in 2019 and provide a framework to Sustainability-Linked
Loan structures. In order to promote the development of this product, and
underpin its integrity, the APLMA, LMA and LSTA considered it appropriate to
produce Guidance on the SLLP, to provide market practitioners with clarity on
their application and approach
Sustainability-Linked Loan Principles (SLLP) means principles originally
published in 2019 and provide a framework to Sustainability-Linked Loan
structures
Term Loan means Sustainability-Linked first lien term loan
UK or United Kingdom means the United Kingdom of Great Britain and Northern
Ireland
US or United States means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia
US Corp. means Riverstone International Credit Corp.
Warrants means detachable warrants over new ordinary shares in the Company
Wind-down Investment policy means the Company's investment policy is to
realise the Company's assets on a timely basis with the aim of making
progressive returns of cash to holders of Ordinary Shares as soon as possible.
Directors and General Information
Directors
Reuben Jeffery, III (Chairman) (appointed 2 April 2019)
Emma Davies (Audit and Risk Committee Chair) (appointed 2 April 2019)
Edward Cumming-Bruce (Nomination Committee Chair) (appointed 2 April 2019)
all independent and of the registered office below
Registered Office to 15 February 2023 Website: www.riverstonecoi.com
27-28 Eastcastle Street ISIN GB00BJHPS390
London Ticker RCOI
W1W 8DH Sedol BJHPS39
Registered Company Number 11874946
Registered Office from 16 February 2023
5th Floor Registrar
20 Fenchurch Street Link Asset Services
London The Registry
EC3M 3BY Central Square
29 Wellington Street
Investment Manager Leeds
Riverstone Investment Group LLC LS1 4DL
c/o The Corporation Trust Company
Corporation Trust Center Sole Bookrunner
1209 Orange Street J.P. Morgan Securities plc
Wilmington 25 Bank Street
Delaware 19801 Canary Wharf
London
Company Secretary and Administrator E14 5JP
Ocorian Administration (UK) Limited
5th Floor Receiving Agent
20 Fenchurch Street Link Asset Services
London Corporate Actions
EC3M 3BY The Registry
Central Square
Independent Auditor 29 Wellington Street
Ernst & Young LLP Leeds
25 Churchill Place LS1 4DL
London
E14 5EY Principal Banker and Custodian
J.P. Morgan Chase Bank, N.A.
Legal Adviser to the Company 270 Park Avenue
Hogan Lovells LLP New York
Atlantic House NY 10017-2014
50 Holborn Viaduct
Sub-investment Manager
Breakwall Capital LP
174 Bellevue Avenue, Suite 200-A
Newport, RI 02840
Cautionary Statement
The Chairman's Statement and Investment Manager's Report have been prepared
solely to provide additional information for Shareholders to assess the
Company's strategies and the potential for those strategies to succeed. These
should not be relied on by any other party or for any other purpose.
The Chairman's Statement and Investment Manager's Report may include
statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this document and include
statements regarding the intentions, beliefs or current expectations of the
Directors and the Investment Manager, concerning, amongst other things, the
investment objectives and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity, prospects,
and distribution policy of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance.
The Company's actual investment performance, results of operations, financial
condition, liquidity, distribution policy and the development of its financing
strategies may differ materially from the impression created by the
forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the
Investment Manager expressly disclaim any obligations to update or revise any
forward-looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
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