- Part 2: For the preceding part double click ID:nRSZ0853Xa
of
those covenants could result in these borrowings becoming repayable
immediately.
Due to this risk, the Group is currently engaging with its lenders regarding a
modification of its financial covenants and loan facilities. To achieve this,
the Group has proactively engaged the services of legal counsel and financial
advisors with relevant experience to assist with a prospective renegotiation
of the Group's current loan facilities or refinancing of the facilities, with
a view to allowing the Group to avoid any breach or return the Group to
compliance with its covenants and/or secure the necessary amendments thereof.
Based on the current status of negotiations with the lenders, and considering
the financial forecasts and the longer term prospects of the Company, the
directors believe that there is a reasonable prospect that the Group will be
able successfully to execute a renegotiation or refinancing of its loan
facilities and that the Company will have sufficient financial resources to
continue to operate for at least one year from the date of approval of this
document. Accordingly, whilst there remains a material uncertainty as to the
outcome, which casts significant doubt upon the Group's ability to continue as
a going concern and that, therefore, the Group may be unable to realise its
assets and discharge its liabilities in the normal course of business, the
Board reaffirms its belief that adoption of the going concern basis for the
preparation of the Group's financial statements is appropriate.
During the period, the Company impaired its Yemen assets by $24.2 million at
30 June 2015 because, as a result of the security circumstances in Yemen
during the period, it did not maintain control of these assets at that date.
Critical judgements and estimates
Impairment
Additionally, the Group identified an indicator of impairment on the remaining
balance of property, plant and equipment (PP&E) at 30 June 2015. Because the
Group had not previously identified indicators of impairment on the whole
balance of PP&E, the Group assessed its methodology for testing PP&E for
impairment, including assessing the cash-generating unit ("CGU") at which PP&E
should be tested for impairment. As a result, an impairment test was then
performed.
The Directors have determined the business to have one CGU focusing on the
deployment, generation and sale of fast-track power solutions.
The CGU to which PP&E has been allocated is tested for impairment when there
is an indication that the CGU may be impaired. If the recoverable amount of
the CGU is less than its carrying amount, the impairment loss is allocated to
reduce the carrying amount of the individual CGU asset that is impaired.
Consistent with management's assessment that all PP&E is contained in a single
CGU, the Group allocates impairment of the unit pro-rata on the basis of the
carrying amount of each asset in the unit.
At 30 June 2015, the market capitalisation of the Group was lower than its net
asset carrying value, which was considered to represent an indicator of
impairment. However, based on the impairment analysis subsequently performed,
the Company has concluded that, with the exception of Yemen impaired assets as
detailed above, no further impairment existed as of 30 June 2015.
3. Segment reporting
Consistent with the Group's latest annual audited financial statements, the
Group continues to identify one operating segment based on the financial
information regularly provided to the chief operating decision maker and the
methods by which the chief operating decision maker assesses the Group's
performance and makes decisions about resource allocation. As such, no segment
reporting is shown in these condensed consolidated financial statements.
4. Revenue
The following is an analysis of the Group's revenue from continuing operations
from its major products and services:
$ million 6 months ended 6 months ended Year
30 June 30 June ended
2015 2014 31 December
2014
Power revenues* 120.9 247.8 463.8
Finance lease revenues 1.0 - 32.7
Other revenues** 0.3 6.4 (10.8)
Total revenues 122.2 254.2 485.7
* Six months ended 30 June 2014 includes revenues of $13.5 million related to
the terminated Australian contract, which includes the drawdown of the letter
of credit.
** Other revenues include penalties incurred during the period in respect of
contractual performance.
5. Taxation
$ million 6 months ended 6 months ended Year
30 June 30 June ended
2015 2014 31 December
2014
Current tax
Current year 5.3 10.3 21.6
Prior year adjustments - - 2.3
5.3 10.3 23.9
Deferred tax
Current year 0.8 (3.2) 3.1
Total tax expense 6.1 7.1 27.0
Tax for the six month period comprises a current tax charge of $5.3 million
(H1 2014: $10.3 million) and a deferred tax charge of $0.8 million (H1 2014:
$3.2 million credit). Tax has been calculated by using the forecast annual
effective tax rate for each tax-paying jurisdiction, applied to the actual
pre-tax income of each jurisdiction for the six month period, adjusted where
appropriate for any discrete items arising in the period.
The Group is not taxable in certain jurisdictions where either the
jurisdictions do not impose an income tax or the entity is treated as a
flow-through entity for local country tax purposes.
The structure of the Group generally results in each entity or branch
operating within only one tax jurisdiction. In general, income tax is imposed
on taxable income earned in the applicable tax jurisdiction. Withholding taxes
are imposed based upon local country tax laws. In the jurisdictions where the
Group operates, these taxes may be imposed on cross border payments to related
parties. In general, withholding taxes are imposed on payments such as rents,
dividends and certain service payments or gross receipts from customers.
6. Earnings per share
From continuing operations
The calculation of the basic and diluted (loss)/earnings per share is based on
the following data:
6 months ended 6 months ended Year
30 June 30 June ended
2015 2014 31 December
2014
(Loss)/profitforthepurposesofbasic anddilutedearningspershare beingnet (loss)/profitattributable totheownersof theCompany($m) (64.5) 47.2 (750.6)
Weightedaveragenumberofordinarysharesforthepurpose ofbasicearningspershare(numberofshares) 94,251,622 94,251,622 94,251,622
Weighted average number of ordinary shares for the purpose of diluted earnings per share1 (number of shares) 94,251,622 94,478,797 94,251,622
Earningsperordinaryshare
Basic(loss)/earningpershare(cents) (68.4) 50.1 (796.4)
Diluted(loss)/earningspershare(cents) (68.4) 49.4 (796.4)
1 Founder securities are not considered dilutive for the periods ended 30 June
2015, 30 June 2014 and 31 December 2014 as the exercise price was above the
period end share price. The Founder securities are also not considered
dilutive as the associated performance conditions had not been met at 30 June
2015, 30 June 2014 and 31 December 2014. Additionally, all outstanding,
unexercised stock options are not considered dilutive for the periods ended 30
June 2015 and 31 December 2014.
7. Property, plant and equipment
$million Machinery andequipment Mobilisation Demobilisation Other equipment Total
Cost:
At1January2014 1,208.3 87.2 35.5 4.4 1,335.4
Additions 146.9 17.7 8.2 0.6 173.4
Disposals (41.3) (6.3) (4.9) - (52.5)
At 31 December 2014 1,313.9 98.6 38.8 5.0 1,456.3
Additions 9.3 1.0 18.5 0.2 29.0
At 30 June 2015 1,323.2 99.6 57.3 5.2 1,485.3
Accumulateddepreciation:
At1January2014 111.7 18.6 9.2 1.6 141.1
Chargeforthe period 97.4 37.5 9.2 1.6 145.7
Disposals (6.2) (4.5) - - (10.7)
Impairment 8.5 21.5 11.0 - 41.0
At 31 December 2014 211.4 73.1 29.4 3.2 317.1
Chargeforthe period 36.9 11.9 22.6 0.1 71.4
Impairment 24.2 - - - 24.2
At 30 June 2015 272.5 85.0 51.9 3.3 412.7
Netbookvalue:
30 June 2015 1,050.7 14.6 5.4 1.9 1,072.6
31 December 2014 1,102.5 25.5 9.5 1.8 1,139.3
Depreciation and impairment (see note 2) is presented within cost of sales in
the condensed consolidated statement of comprehensive income.
As of 30 June 2015, the Group's commitments related to the purchase of
property, plant and equipment were $nil million (31 December 2014: $9.9
million).
8. Trade and other receivables
$ million 30 June 31 December 30 June
2015 2014 2014
Amount receivable under contract 130.7 130.7 131.2
Less: allowance for doubtful accounts (39.3) (48.5) (1.5)
Net trade receivables 91.4 82.2 129.7
Finance lease receivables 16.8 32.9 -
VAT receivables 0.7 2.7 2.5
Other receivables 13.2 9.6 12.1
122.1 127.4 144.3
During 2014, the Group recognised a $32.9 million finance lease receivable
associated with the planned disposal of certain non-core assets in Uruguay.
The remaining balance at 30 June 2015 of $16.8 million is expected to be
recovered in 2015.
Trade receivables
The average credit period on the sales of goods at 30 June 2015 was 195 days
(31 December 2014: 98 days). The Group assesses its ability to collect
receivables that are past due and provides for an adequate allowance for
doubtful accounts based on the financial stability, recent payment history of
the customer, letters of credit in place and other pertinent factors related
to the creditworthiness of the customer. The allowance for doubtful accounts
includes specific amounts for those accounts that are deemed likely to be
uncollectable.
30 June 31 December 30 June
2015 2014 2014
Current 21.0 36.3 79.6
31-90 days 25.5 50.5 44.1
More than 90 days 84.2 43.9 7.5
130.7 130.7 131.2
The movement in respect of the provision for impairment of trade receivables
in the year was as follows:
$ million 6 months ended Year ended
30 June 31 December
2015 2014
Balance at beginning of period 48.5 1.5
Charge to the statement of comprehensive income 11.2 47.0
Reversed (20.4) -
Balance at end of period 39.3 48.5
In determining the recoverability of a trade receivable, the Group considers
any change in the credit quality of the trade receivable from the date credit
was initially granted up to the end of the reporting period. There is a
concentration of credit risk because there are a limited number of customers
and as at 30 June 2015 the three individually significant aggregate amounts
owed by individual customers after the provision of impairment was applied,
were $26.0 million, $18.3 million and $10.7 million (31 December 2014: three
individual customers of $34.7 million, $18.5 million and $16.5 million). The
risk associated with individual customers is partially mitigated by the
letters of credit we obtain from customers on commencement of a contract.
Management reviews concentration credit risk on a regular basis and ensures
that where the net exposure exceeds certain thresholds appropriate actions are
taken. This is performed on a customer by customer basis and takes account of
the billing terms, letters of credit and local customs and practices.
The Directors believe that the carrying value of trade and other receivables
after the provision of impairment approximate their fair value.
During the period management recognised the recovery of receivables previously
provided for as follows: Libya in the amount of $10.7 million, Yemen in the
amount of $8.4 million and others of $1.3 million. Management provided for
other receivables in the amount of $11.2 million principally related to
Angola. Management continue to vigorously pursue collection of all impaired
trade receivables, however ultimately the Group may have to initiate
additional actions in order to recover such amounts. In light of this,
management has determined to provide for these amounts at 30 June 2015, given
the uncertainty around the timing or ultimate collectability of such
balances.
9. Borrowings
$ million Revolving credit facility Term- Total
loan
At 1 January 2014 340.0 250.0 590.0
Cash from borrowings 395.0 320.0 715.0
Repayment of borrowings (390.0) (250.0) (640.0)
At 31 December 2014 345.0 320.0 665.0
Cash from borrowings 10.0 - 10.0
Repayment of borrowings (50.0) (8.0) (58.0)
At 30 June 2015 305.0 312.0 617.0
Capitalised debt issuance costs (13.9)
603.1
In 2011, the Group entered into a committed, secured revolving credit facility
of $400 million with a group of international banks, with a maturity date of
28 November 2016.
In May 2013, the Group entered into a committed, secured term loan of $150
million with several of the existing group of international banks involved
with the revolving credit facility. This term loan was then subsequently
extended in October 2013 by an additional $100 million to $250 million, with a
maturity date of 1 January 2015, with quarterly repayments of $12.5 million
commencing on 31 March 2014.
In August 2014, the Group announced that it had closed and funded a new
syndicated credit facility for the Group. The expanded $770 million facility,
comprising a $450 million revolving credit facility and $320 million term
loan, replaced the Group's previous $400 million revolving credit facility and
$250 million term loan.
On 31 March 2015, the Group has successfully completed an amendment to its new
senior syndicated credit facilities, comprising a $450 million revolving
credit facility and a $320 million Term Loan through August 2019. The
amendment to the facilities provides the Group with additional flexibility
around certain financial covenants, notably an increased leverage profile and
the inclusion of a Fixed Charge Coverage Ratio, which replaced the previous
Interest Coverage Ratio covenant for the remainder of the facilities' term.
As of 30 June 2015, $55.2 million (31 December 2014: $60.0 million) of letters
of credit are outstanding against the revolving credit facility. As of 30 June
2015, the available amount of the undrawn facilities was $89.8 million (31
December 2014: $45.0 million).
The facilities provide for the funding of capital expenditures, working
capital requirements and letters of credit. Key financial covenants include a
Total Leverage Ratio and a Fixed Charge Coverage Ratio. The LIBOR spread on
the facilities is dependent on the Total Leverage Ratio and the Term Loan
requires quarterly repayments of 1.25%-3.75% throughout the term.
See note 2 Going Concern for further discussion.
The revolving credit facility and term loan are secured with the equity and
assets of the majority of the Group's subsidiary undertakings. The Directors
believe that the carrying value of borrowings approximate their fair value.
If the interest rates had been 50 basis points higher/lower and all other
variables were held constant, the Group's total comprehensive profit would
have increased/decreased by $1.4 million (H1 2014: $0.7 million). This is
mainly due to the Group's exposure to interest rates on its variable rate
borrowings.
Bid/performance bonds
The Group has a need to post bid or performance bonds associated with customer
contracts. These bonds are typically issued from the Group's revolving credit
facility or backed by a cash deposit. As of 30 June 2015 the Group had $7.2
million (31 December 2014: $9.9 million) backed by cash deposits.
10. Dividends
The Company did not declare a dividend at 30 June 2015 related to its interim
financial results (2014: $5.3 million at 3.3 pence per share).
The Company did not declare at 31 December 2014 or pay and dividends related
to its year-end financial results. (2013: $10.6 million at 6.7 pence per share
paid in 2014).
11. Derivative financial instruments
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into Levels
1 to 3 based on the degree to which the fair value is observable:
· Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities;
· Level 2 fair value measurements are those derived from inputs other
than quoted prices included within Level 1 that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices); and
· Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
$million Level 1 Level 2 Level 3 Total
At 30 June 2015
Interest rate swap - 0.9 - 0.9
- 0.9 - 0.9
At 31 December 2014
Interest rate swap - 0.5 - 0.5
Founder securities - - - -
- 0.5 - 0.5
There were no transfers between Level 1 and 2 during the current or prior
period.
$million Interest rate swap (level 2)
At 1 January 2014 18.5
Change in fair value (18.5)
At 31 December 2014 -
Change in fair value -
At 30 June 2015 -
In November 2014, the Group entered into a 5 year interest rate swap on a
notional amount of $80 million, which swapped variable one month LIBOR rate
for a fixed rate. The Group has not applied hedge accounting on this
instrument and the change in fair value is therefore recognised directly in
the statement of comprehensive income through finance costs.
$million Founder securities (level 3)
At 1 January 2014 18.5
Change in fair value (18.5)
At 31 December 2014 -
Change in fair value -
At 30 June 2015 -
The Founder securities revaluation in the current period resulted in a gain of
$nil (H1 2014: $17.5 million) recognised in the condensed consolidated
statement of comprehensive income.
Subject to the satisfaction of the performance condition, the holders of the
Founder securities have the right to require the Company to acquire the
Founder securities in exchange for the issue to the holders of the Founder
securities of such number of ordinary shares, as described in the 2014 Annual
report and accounts.
For 30 June 2015, the Group continues to use a Monte Carlo simulation model to
value the Founder securities, which incorporates a binomial tree to value the
Founder securities as of the date of the performance condition being achieved
within the Monte Carlo simulation. This model simulates the future Company
ordinary share price, on a daily basis, using a Geometric Brownian Motion in a
risk-neutral framework. The valuation output of this model is then discounted
to reflect the lack of marketability of the Founder securities using a
protective put option method. The inputs used for the Monte Carlo simulation
model were:
30 June 2015 31 Dec 2014
Balance sheet date share price $1.76 $2.90
Expected volatility 26% 26%
Remaining life 347 days 530 days
Lack of marketability period 0 days 0 days
Risk-free rate 1.2% 1.2%
Expected dividend yield 0.0% 5.1%
A change in the expected volatility by 1% would have a $nil (H1 2014: $0.3
million) impact on the reported fair value.
The expected volatility was determined by calculating the historical and
implied volatilities of the Company and several comparable listed entity share
prices over the previous three years.
12. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
JCLA Holdings, LLC is a related party due to its owners being the Chairman and
CEO of APR Energy plc.
Consulting services from JCLA Holdings, LLC (and its subsidiaries) were
incurred by the Group during the period presented. These consulting services
were made at an arm's length market price. The total expense for the period
was $0.2 million (H1 2014: $0.1 million). The services rendered were all paid
in cash. No guarantees have been given or received.
CJJ Aviation II, LLC is a related party due to its owner being the Chairman of
APR Energy plc. CJJ Aviation II, LLC provides travel arrangement services to
the Group. These services were made at an arm's length market price. The total
expense for the period was $nil (H1 2014: $0.2). The services rendered were
all paid in cash. No guarantees have been given or received.
At 30 June 2015, JCLA Holdings, LLC and CJJ Aviation II, LLC were owed $nil by
the Group due to expenses having been paid by the Group (31 December 2014:
$nil).
13. Contingent liabilities
Impact of operating in First, Second and Third-Tier countries
At 30 June 2015, the Group had operations in various countries across several
continents. Operating in these countries subjects the Group to the inherent
risk of changes in law, regulations, and governmental policy and stability.
The Group has utilised insurance and letters of credit to help mitigate these
risks and no provision has been recorded.
Legal and environmental
From time to time, the Group is subject to litigation or environmental claims.
The Group uses various means to limit its exposure to such contingencies
including risk management strategies and insurance coverage. These claims can
involve highly complex issues, actual damages, and other matters.
These issues are subject to substantial uncertainties and, therefore, the
probability of loss and an estimation of damages are difficult to ascertain.
Management's assessments can involve complex judgements about future events
and can rely heavily on estimates and assumptions. The Group's assessments are
based on estimates and assumptions that have been deemed reasonable by
management. The Group recognises a liability for contingencies when it is more
likely than not that the Group will sustain a loss and the amount can be
estimated.
As part of the acquisition of General Electric's Power Rental Business in
October 2013, APR Energy, through one of its affiliates, acquired the
beneficial interest of a contract between General Electric International Inc.
("GE") and the Forge Group Power Party Limited ("Forge") in Australia,
including the ownership of four mobile gas turbines ("Turbines"). In February
2014, Forge, Forge Group Limited, and a number of its other affiliated
companies commenced voluntary insolvency proceedings and, on the next day,
Administrators and Receivers were appointed. APR Energy is in a proceeding
regarding the Turbines with the Administrators and Receivers. At issue in
that proceeding is the claim of the Administrators and Receivers that
Australia's insolvency law affords them superior title over APR Energy to the
Turbines. APR Energy disagrees with this claim and is contesting it
vigorously. In advance of the proceedings, APR Energy entered into an Interim
Arrangement Deed with the Administrators and Receivers, whereby, after 30 June
2014, APR Energy posted a $44 million bond for its unfettered use of the
Turbines and, as such, APR Energy can legally deploy the Turbines unencumbered
in Australia or anywhere else in the world, indefinitely for the life of the
Turbines.
The anticipated date of final resolution of this matter is unknown, however,
at this time, we anticipate the first trial date to be set for the end of
2015. As stated, APR Energy has been contesting, and will continue to contest,
vigorously the title claim alleged by the Administrators and Receivers. At
this stage of the dispute, it is difficult to predict the outcome or
accurately estimate the precise exposure for APR Energy (if any), whilst
noting that the maximum exposure is ultimately capped at the value of the
bond. Upon advice of counsel, it is believed that it is probable that APR
Energy will be successful in this proceeding and therefore no reserve has been
established in the condensed consolidated statement of financial position.
14. Events after the balance sheet date
On 1 July, 2015 APR Energy announced that it has reached agreement with Usinas
y Trasmisiones Eléctricas (UTE), the Uruguayan state power company, for the
continuation of its 300MW power generation project through the end of 2015.
Terms of the contract will include an agreement for the continued operation
and support of 50MW of legacy gas turbines, which, as announced on 11 November
2014, are under option to purchase by the customer from APR Energy. The
Company is working through the process for sale and transfer of these two
turbines, targeted for late 2015.
On 2 July, 2015, APR Energy announced that it had signed a contract to provide
a gas turbine power plant for an industrial customer in Egypt. The project,
which is for a minimum of 12 months, has an estimated value exceeding $30
million. APR Energy's plant will feature three GE aeroderivative mobile
turbines that will run on clean-burning natural gas. The plant is expected to
begin generation by Q1 2016.
On 9 July, 2015 APR Energy announced that it had extended and expanded its
interim power solution for Société Nationale d'Éléctricité du Sénégal
(Senelec), Senegal's national electric utility. The requirements include
installation and operation of an additional 48MW of mobile diesel-powered
generation, including assets being redeployed from Libya, to supplement an
existing 20MW block of power at APR Energy's Kounoune site. The contract term
for the combined 68MW extends into the fourth quarter of 2015.
On 15 July, 2015, APR Energy announced that it had signed an extension for its
16MW power project supporting a mining customer in Guatemala. APR Energy's
mobile diesel generators have served as the sole power source for the crucial
operations of the mine, which operates independently from the local grid
system. The project, which began in January 2013, now is contracted to run
into the first quarter of 2016.
On 12 August, 2015, APR Energy announced that due to the inability to enter
Yemen to safely demobilise and remove the assets, the Group has taken a
second-quarter impairment of property, plant and equipment of approximately
$24 million. The assets in Yemen are insured. The Group intends to continue to
pursue all avenues to preserve and recover them. The Group will provide the
market with updates in due course.
On 12 August, 2015, APR Energy also announced that it received a payment of
$10.7 million as payment for a portion of the receivables outstanding from its
Libyan contract. APR Energy terminated its operations in Libya in the
first-quarter of 2015, due to not receiving government ratification of its
contract. The Group has reversed $10.7 million of its previously recorded
provision in the half-year results.
On 21 August, 2015 APR Energy announced that the Group had received a payment
of $8.4 million from its project in Yemen. This represents payment in full on
the outstanding project balance. The Group has reversed its previously
recorded provision of $8.2 million in the half-year results. In addition,
during the past week, the Group has gained access to the Yemen project sites
and its equipment, which will result in a re-evaluation of the $24 million
impairment taken in the second quarter due to its inability to safely enter
the sites at that time.
Following its 12 August announcement about the receipt of $10.7 million in
receivables for its terminated Libya projects, the Group continues to work
diligently to recover all of the remaining outstanding balance.
APPENDIX: Key financial definitions:
Adjusted EBITDA
Operating profit adjusted to add back depreciation of property, plant and
equipment, equity-settled share-based payment expense, amortisation of
intangible assets and exceptional items. Exceptional items are those items
believed to be exceptional in nature by virtue of size and/or incidence.
Adjusted EBITDA margin
Adjusted EBITDA divided by adjusted revenue.
Adjusted earnings per share
Adjusted net income divided by the weighted average number of ordinary shares.
The weighted average number of ordinary shares used to calculate the 30 June
2015 adjusted basic earnings per share was 94,251,622. Adjusted net income is
net income adjusted to add back amortisation of intangible assets, Founder
securities revaluation and exceptional items. Exceptional items are those
items believed to be exceptional in nature by virtue of size and/or
incidence.
Adjusted ROCE (return on capital employed)
Operating profit for the previous twelve months adjusted to add back
amortisation of intangible assets and exceptional items divided by the average
of the net operating assets at the previous three balance sheet dates (for 30
June 2015 this comprises the 30 June 2015, 31 December 2014 and 30 June 2014
and for 30 June 2014 this comprises the 30 June 2014, 31 December 2013 and 30
June 2013). "Net operating assets" is defined as total equity adjusted to
exclude goodwill, intangible assets, borrowings, Founder securities, deferred
tax assets and liabilities and current tax assets and liabilities.
Renewal rate
Renewal rate is calculated based on the number of contracts that renew in a
given period as a percentage of the total number of contracts.
This information is provided by RNS
The company news service from the London Stock Exchange