27th Jul 2021 07:00
27 July 2021
Vivo Energy plc
(LSE: VVO & JSE: VVO)
2021 Half Year Results
Vivo Energy plc, the pan-African retailer and marketer of Shell and Engen-branded fuels and lubricants, today announces its consolidated financial results for the six months ended 30 June 2021.
Christian Chammas, CEO of Vivo Energy plc, commented: "Our strong performance during H1 2021 further demonstrates the strength of our business and the resilience of the African continent. There is real momentum in the business and we delivered adjusted EBITDA of $220 million, 57% above H1 2020, and notably 4% above H1 2019. My thanks go out to all our teams for their efforts in staying safe whilst driving the business forward in the face of the continuing uncertainty created by COVID-19. We have shown once again that we can adapt to the changing operating environment whilst simultaneously supporting future earnings growth, opening 81 net new sites in the first half and continuing to broaden our customer offerings. As we move into the second half we are watchful of the potential impacts of COVID-19, but still expect Retail to lead the recovery and are demonstrating our confidence in our business by both investing in growth and delivering growing returns to shareholders."
KEY PERFORMANCE INDICATORS1
($ in millions), if not otherwise indicated | Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change |
Volumes (million litres) | 5,009 | 4,618 | +8% |
Revenues | 3,989 | 3,375 | +18% |
Gross Profit | 343 | 261 | +31% |
Gross Cash Unit Margin ($/'000 litres) | 77 | 65 | +18% |
Gross Cash Profit | 385 | 300 | +28% |
EBITDA | 219 | 136 | +61% |
Adjusted EBITDA | 220 | 140 | +57% |
Net Income | 76 | 13 | +485% |
Diluted EPS (US cents) | 6 | 1 | +500% |
Adjusted Net Income | 77 | 16 | +381% |
Adjusted Diluted EPS (US cents) | 6 | 1 | +500% |
1Refer to the non-GAAP financial measures definitions and reconciliations to the most comparable IFRS measures on pages 11 and 12.
Financial Highlights
· Revenues increased by 18% to $3,989 million (H1 2020: $3,375 million)
· Gross cash profit was higher at $385 million (H1 2020: $300 million) as both volumes and unit margins rebounded from the initial impacts of COVID-19 lockdowns in H1 2020
· Volumes sold rose 8%, as mobility restrictions eased compared to H1 2020
· Gross cash unit margin of $77 per thousand litres (H1 2020: $65), remained strong
· Adjusted EBITDA was $220 million, 57% higher than H1 2020, with EBITDA of $219 million
· Net income increased to $76 million (H1 2020: $13 million)
· Adjusted diluted EPS and basic headline EPS were both 6 US cents
· Interim dividend per share of 1.7 US cents declared, in line with enhanced policy
· Net debt / adjusted EBITDA ratio decreased to 0.77x at 30 June 2021 (FY 2020: 0.86x)
Strategic and Operational Highlights
· Enhanced measures to keep our employees protected from COVID-19
· Actively supporting the vaccination of our staff where possible
· Maintained safety focus, with Total Recordable Case Frequency (TRCF) of zero
· Expanded Retail footprint by a net total of 81 new retail service stations
· Expanded Non-fuel retail offerings by a net total of 11 QSRs and 44 convenience retail shops
H1 2021 Review
The Group delivered a strong start to the year, with gross cash profit of $385 million, well ahead of H1 2020 and 10% ahead of H1 2019. This was driven by volume growth of 8% compared to H1 2020 and continuing unit margin strength. The volume recovery was led by the Retail segment, with volumes 18% ahead of H1 2020, as mobility restrictions eased and we saw the impact of the accelerated site roll-out programme and a range of marketing initiatives. Commercial volumes were 4% behind H1 2020, but excluding the impact of the supply contract that ended in Q3 2020, were 4% ahead. Lubricant volumes were also very strong, up 14% on both H1 2020 and H1 2019. Unit margins of $77 per thousand litres benefitted from the positive supply and pricing environment, particularly in Q1 2021, and from the strong performance in the Retail and Lubricants segments creating a higher margin product mix.
The operational recovery drove a significant improvement in financial performance, with adjusted EBITDA of $220 million, 57% ahead of H1 2020 and 4% ahead of H1 2019. This led to earnings per share of 6 US cents, compared to 1 US cent in H1 2020 and in line with H1 2019. The Group also continued to deliver strong cash flows, even with increased investments into the Retail network, delivering adjusted free cash flow of $90 million during H1 2021.
COVID-19 Update
We continue to adapt to the uncertainties that COVID-19 has created across our operating countries with demand for fuel continuing to recover and remaining very resilient during the period. During the period, many of our markets experienced a further wave of infections, but unlike in Europe, the reported health impact remained limited and our markets generally kept their economies open. Over the last six months, our host governments have regularly evolved their mobility restrictions in response to changes in local case numbers, preferring to use curfews of varying durations, and temporary restrictions on regional movements in countries as their primary response. These measures naturally have an impact on mobility and therefore fuel demand but are significantly less disruptive than the full lockdowns experienced in Q2 2020. Borders have, however, largely remained closed which has both affected our Aviation business and meant that countries with large tourism industries have seen a slower recovery in retail fuel demand.
In June, a number of our markets began to experience a third wave of rising case numbers and in response, amongst other measures, some governments have once again extended curfews and closed schools. To date, these actions have had a limited impact on the Group volumes in aggregate, although in Uganda, which imposed a full lockdown until the end of July, volumes have been more materially affected. Our experiences over the past year mean that as a business, we are well prepared for the continuing evolution of restrictions. We have continued to take a proactive approach to managing our operations and working practices through COVID-19, with a hybrid working system in a number of offices and depots and where possible, are actively supporting vaccinations of our staff. We will provide support to the nascent vaccination programmes where we can as we move through H2 2021, and are ensuring we are prepared for the recovery as restrictions evolve.
Sustainability
The Group continues to place significant focus on sustainability matters and our climate change response. Whilst sustainability is already integrated into our operations, we took the decision to form an ESG and Climate Management Committee, chaired by the CEO, to guide our future approach and support the deeper integration of climate change considerations into the business. A key focus has been preparing for our first TCFD disclosures at the end of the year. The Group continues to implement initiatives to reduce its environmental impact, and in Ghana has signed a contract to retrofit 20 sites with solar power. These will both reduce operating costs and provide over 500 tonnes of CO2 savings per annum once installed.
Dividend
The Board has approved an interim dividend of 1.7 US cents per share amounting to approximately $21.5 million. This is in line with the Group's progressive dividend policy that was enhanced at the 2020 full year results. The interim dividend is expected to be paid on 10 September 2021. Due to the pandemic, the Group did not declare an interim dividend in respect of H1 2020, but declared a final dividend in respect of the full twelve months of 2020.
Outlook
The Group had a strong first half, and we enter H2 2021 from a position of strength. As expected, performance was led by the recovery in our Retail business as mobility restrictions eased across our markets, with margins also returning towards more normalised levels in Q2 2021. We are navigating the uncertainty created by COVID-19, and subject to any major change in mobility restrictions, our expectations for the full year remain unchanged. As we move into the second half, we expect margins to complete their normalisation, with volumes continuing their steady recovery, led by the positive momentum in the Retail segment. This has been supported by the excellent progress we have made on network expansion and we now believe we will comfortably be at the top end of our original guidance range of 90‑110 net new sites by the end of the year. We will continue to support our employees, customers and communities as we deliver against our key focus areas for the year in order to capture the long-term structural growth opportunities in our markets and create sustainable value for all of our stakeholders.
End
Results presentation
Vivo Energy plc will host an audio webcast for analysts and investors today, 27 July 2021 at 09.00 BST, which can be accessed at https://webcasting.brrmedia.co.uk/broadcast/60ddc2aa0bb2806642d68f86
Participants wishing to ask a question should dial in to the event by conference call:
Dial-in: +44 330 336 9127 (UK) / +27 11 844 6054 (SA)
Participant access code: 227087
The replay of the webcast will be available after the event at https://investors.vivoenergy.com
Media contacts: Vivo Energy plc Rob Foyle, Head of Communications +44 20 3034 3740 / +44 7715 036 407 | Investor contact: Vivo Energy plc Giles Blackham, Head of Investor Relations +44 20 3034 3735 / +44 7714 134 681
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Tulchan Communications LLP Harry Cameron, Suniti Chauhan +44 20 7353 4200 |
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Notes to editors:
Vivo Energy operates and markets its products in countries across North, West, East and Southern Africa. The Group has a network of over 2,400 service stations in 23 countries operating under the Shell and Engen brands and exports lubricants to a number of other African countries. Its retail offering includes fuels, lubricants, card services, shops, restaurants and other non-fuel services. It provides fuels, lubricants and liquefied petroleum gas (LPG) and solar energy solutions to business customers across a range of sectors including marine, aviation, mining, construction, power, transport and manufacturing. The Company employs around 2,700 people and has access to over 1,000,000 cubic metres of fuel storage capacity and has a joint venture, Shell and Vivo Lubricants B.V., that sources, blends, packages and supplies Shell-branded lubricants.
Vivo Energy plc has a primary listing on the London Stock Exchange, and is a member of the FTSE 250 index, with a secondary inward listing on the Johannesburg Stock Exchange.
For more information about Vivo Energy please visit www.vivoenergy.com
Forward-looking-statements
This announcement includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as: "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "anticipates" or "targets" or the negative thereof, other variations thereon or comparable terminology, but are not the exclusive means of identifying such statements. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding the intentions, beliefs or current expectations of the Directors or the Group concerning, among other things, the future results of operations, financial condition, prospects, growth, strategies of the Group and the industry in which it operates. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements.
Such forward-looking statements contained in this report are current only as of the date of this report. The Company and the Directors do not intend, and will not update any forward-looking statements set forth in the document. You should interpret all subsequent written or oral forward-looking statements attributable to the Group or to persons acting on the Group's behalf as being qualified by the cautionary statements in this report. As a result, you should not place undue reliance on such forward‑looking statements. This announcement may contain references to Vivo Energy's website. These references are for convenience only and Vivo Energy is not incorporating into this announcement any material posted on www.vivoenergy.com.
INTERIM REPORT
For the six-month period ended 30 June 2021
Table of contents
Management's discussion and analysis 2
Overview of operations by segment 3
Retail 4
Commercial 5
Lubricants 6
Consolidated results of operations 7
Analysis of consolidated results of operations 7
Consolidated financial position 9
Liquidity and capital resources 10
Non-GAAP financial measures 11
Reconciliation of non-GAAP measures 12
Accounting and reporting developments 13
Risks and uncertainties 13
Interim condensed consolidated financial statements 15
Terms and abbreviations
Term | Description | Term | Description |
B2B B2C DPO DSO DTR
EBIT
EBITDA
EBT EPS ESG ETR EURIBOR FVTOCI
FVTPL FY GAAP | Business to business Business to consumer Days payable outstanding Days sales outstanding Disclosure Guidance and Transparency Rules Earnings before finance expense, finance income and income taxes Earnings before finance expense, finance income, income taxes, depreciation and amortisation Earnings before income taxes Earnings per share Environmental, Social and Governance Effective tax rate Euro Interbank Offered Rate Fair value through other comprehensive income Fair value through profit and loss Financial year Generally Accepted Accounting Principles | H1 IAS IASB IFRS IFRS IC IPO LPG LTIP LTM MD&A NCI OCI PP&E QSR RCF TCFD
UK US VEI BV | Six-month period 1 January to 30 June International Accounting Standards International Accounting Standards Board International Financial Reporting Standards IFRS Interpretations Committee Initial public offering Liquefied petroleum gas Long-term incentive plan Last 12 months Management's discussion and analysis Non-controlling interest Other comprehensive income Property, plant and equipment Quick service restaurant Revolving credit facility Task Force on Climate-Related Financial Disclosure United Kingdom United States Vivo Energy Investments B.V. |
MANAGEMENT'S DISCUSSION AND ANALYSIS
This MD&A of financial condition and results of operations is intended to convey management's perspective of Vivo Energy plc's ('Vivo Energy' or the 'Company') operational performance and financial condition during the periods under review, as measured under IFRS and non-GAAP measures. This MD&A is intended to assist readers in understanding and interpreting the Company's interim condensed consolidated financial statements and should, therefore, be read in conjunction with the interim condensed consolidated financial statements (included from page 15 onwards). The results of operations and cash flows for the six-month period are not necessarily indicative of the results of operations and cash flows for the full fiscal year.
The financial information disclosed in this report is unaudited and does not constitute statutory financial statements. Comparative figures for the period 30 June 2020 were derived from the Interim Report H1 2020. Comparative figures for the year ended 31 December 2020 were derived from the 2020 Annual Report and Accounts that was delivered to the Registrar of Companies in England and Wales. These accounts received an unqualified audit report which did not contain a statement under section 498(2) or 498(3) of the UK Companies Act 2006.
All amounts in this report are expressed in millions of US dollars, unless otherwise indicated.
Further insight into the Company, as well as financial and operations reports, can be found on the investor relations section of the Company's website at: http://investors.vivoenergy.com/.
IFRS and non-GAAP measures
This MD&A contains both IFRS and non-GAAP measures. Non-GAAP measures are defined and reconciled to the most comparable IFRS measures on pages 11 and 12.
OVERVIEW OF OPERATIONS BY SEGMENT
US$ million, unless otherwise indicated |
|
| Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 |
Change |
Volumes (million litres) |
|
|
|
|
|
Retail |
|
| 2,939 | 2,481 | +18% |
Commercial |
|
| 1,995 | 2,071 | -4% |
Lubricants |
|
| 75 | 66 | +14% |
Total |
|
| 5,009 | 4,618 | +8% |
Gross profit |
|
|
|
|
|
Retail (including Non-fuel retail) |
|
| 217 | 152 | +43% |
Commercial |
|
| 81 | 76 | +7% |
Lubricants |
|
| 45 | 33 | +36% |
Total |
|
| 343 | 261 | +31% |
Gross cash unit margin ($/'000 litres) |
|
|
|
|
|
Retail fuel (excluding Non-fuel retail) |
|
| 78 | 66 | +18% |
Commercial |
|
| 47 | 43 | +9% |
Lubricants |
|
| 616 | 537 | +15% |
Total |
|
| 77 | 65 | +18% |
Gross cash profit |
|
|
|
|
|
Retail (including Non-fuel retail) |
|
| 244 | 176 | +39% |
Commercial |
|
| 94 | 89 | +6% |
Lubricants |
|
| 47 | 35 | +34% |
Total |
|
| 385 | 300 | +28% |
Adjusted EBITDA |
|
|
|
|
|
Retail |
|
| 124 | 69 | +80% |
Commercial |
|
| 58 | 46 | +26% |
Lubricants |
|
| 38 | 25 | +52% |
Total |
|
| 220 | 140 | +57% |
Non-GAAP measures are explained and reconciled on pages 11 and 12.
RETAIL
Volumes (litres) | Gross Profit | Gross Cash Unit Margin (excl. Non-fuel retail) | Gross Cash Profit | Adjusted EBITDA |
2,939 million | $217 million | $78/'000 litres | $244 million | $124 million |
KEY PERFORMANCE INDICATORS
US$ million, unless otherwise indicated |
|
| Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change |
Volumes (million litres) |
|
| 2,939 | 2,481 | +18% |
Gross profit (including Non-fuel retail) |
|
| 217 | 152 | +43% |
Gross cash unit margin ($/'000 litres) (excluding Non-fuel retail) |
|
| 78 | 66 | +18% |
Retail fuel gross cash profit |
|
| 229 | 164 | +40% |
Non-fuel retail gross cash profit |
|
| 15 | 12 | +25% |
Adjusted EBITDA |
|
| 124 | 69 | +80% |
ANALYSIS OF RESULTS
Half-year review Our Retail segment has continued to perform well, with the recovery experienced in H2 2020 continuing through H1 2021. Mobility restrictions in our markets evolved regularly during the period in response to the pandemic, but there was no return to the widespread lockdowns experienced in H1 2020. This environment enabled a significant improvement in performance against the prior year period, with volumes also in line with pre‑pandemic levels in H1 2019 and gross cash profit 13% ahead of H1 2019. Due to the improving performance, adjusted EBITDA rose to $124 million, 80% ahead of H1 2020 and slightly ahead of H1 2019. Retail fuel Retail fuel volumes were 18% higher than H1 2020, supported predominantly by lighter mobility restrictions in place during the period compared to H1 2020 when our markets were affected by the first time response to the COVID-19 pandemic. During the past six months, countries have primarily looked to regional restrictions and curfews to manage COVID-19 rather than full lockdowns, which has resulted in demand for Retail fuels returning to near pre-pandemic levels in some countries. During the period, we have focused on growing and enhancing our network and offering to support our recovery. We continue with our 'Shining' programme, across our Shell-branded markets, and various other customer-led initiatives, to support volume growth at | existing sites as well as driving premium fuels penetration. We have made excellent progress towards our full year target, with overall 81 net new sites opened in H1 2021. We continue to accelerate site openings in our Engen-branded markets, adding 36 net new sites. Gross cash unit margin for Retail fuel was 18% higher at $78 per thousand litres compared to $66 per thousand litres in H1 2020, which was negatively affected by COVID-19 related inventory impacts. As anticipated, unit margins began to normalise during the period as the operating environment stabilised. Non-fuel retail The Group experienced a good recovery in the Non‑fuel retail segment with gross cash profit of $15 million in H1 2021, 25% higher than the prior period (H1 2020: $12 million) and in line with H1 2019. The lighter mobility restrictions and adaptation of consumer behaviour towards the increased use of takeaway and delivery services in many of our markets has increased sales volumes in our food offerings. We continued to expand our offering, by adding a net total of 44 convenience retail shops and 11 QSR outlets to our sites in H1 2021, and are looking to expand the range of existing food partnerships in order to drive future growth. |
COMMERCIAL
Volumes (litres) | Gross Profit | Gross Cash Unit Margin | Gross Cash Profit | Adjusted EBITDA |
1,995 million | $81 million | $47/'000 litres | $94 million | $58 million |
KEY PERFORMANCE INDICATORS
US$ million, unless otherwise indicated | Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change | |
Volumes (million litres) |
| 1,995 | 2,071 | -4% |
Gross profit |
| 81 | 76 | +7% |
Gross cash unit margin ($/'000 litres) |
| 47 | 43 | +9% |
Gross cash profit |
| 94 | 89 | +6% |
Adjusted EBITDA |
| 58 | 46 | +26% |
ANALYSIS OF RESULTS
Half-year review Our Commercial segment continued to recover with the underlying business returning to volume growth. Overall volumes remained lower due to the impact from the end of a large, low-margin supply contract and our Aviation business continuing to be subdued. Gross cash profit of $94 million was 6% higher than H1 2020 and slightly behind H1 2019, as unit margins improved, with H1 2020 margins impacted by negative inventory effects. This contributed to the increased adjusted EBITDA of $58 million, 26% higher year‑on‑year. Core Commercial Our Core Commercial business supplies bulk fuel to customers in the transportation, mining, construction and power sectors, as well as LPG to both consumers and industry. Core Commercial accounted for 84% (H1 2020: 85%) of total Commercial volumes and 87% (H1 2020: 90%) of total Commercial gross cash profit. Core Commercial volumes were down 5% in H1 2021 due to the end of a large supply contract in Q3 2020. Excluding this impact, the business was 4% higher than H1 2020, as well as ahead of H1 2019, as Commercial fuel volumes were supported by the strong performance in the reseller market and other key sectors, partially offset by slightly lower LPG volumes primarily due to the lower activity in the B2B segment. | Gross cash unit margins increased by 9% to $49 per thousand litres compared to the unit margin of $45 per thousand litres in H1 2020 due to the product mix and H1 2020 being impacted by negative inventory effects and hyperinflationary accounting. Aviation and Marine The Aviation and Marine business accounted for 16% (H1 2020: 15%) of total Commercial volumes and 13% (H1 2020: 10%) of total Commercial gross cash profit. Aviation and Marine volumes increased by 6% compared to H1 2020. The gross cash unit margin also increased by 19% to $37 per thousand litres (H1 2020: $31 per thousand litres). Aviation volumes remained subdued and were in line with H1 2020, mainly due to the continued restrictions on international travel. Unit margins were significantly higher than H1 2020, which was meaningfully impacted by negative inventory effects. Marine volumes saw a good recovery with volumes 12% higher than H1 2020, but were still behind H1 2019. The recovery is mainly attributable to our continuing efforts to secure opportunistic spot sales, which has a positive impact on volumes, however these were at a lower unit margin than those achieved in H1 2020.
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LUBRICANTS
Volumes (litres) | Gross Profit | Gross Cash Unit Margin | Gross Cash Profit | Adjusted EBITDA |
75 million | $45 million | $616/'000 litres | $47 million | $38 million |
KEY PERFORMANCE INDICATORS
US$ million, unless otherwise indicated | Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change | |
Volumes (million litres) |
| 75 | 66 | +14% |
Revenues |
| 218 | 172 | +27% |
Gross profit |
| 45 | 33 | +36% |
Gross cash unit margin ($/'000 litres) |
| 616 | 537 | +15% |
Gross cash profit |
| 47 | 35 | +34% |
Adjusted EBITDA |
| 38 | 25 | +52% |
ANALYSIS OF RESULTS
Half-year review We delivered a strong performance in the Lubricants segment during the first half of the year. Volumes were 14% higher than H1 2020 due to strong performance across all businesses and were also 14% ahead of H1 2019. Gross cash unit margin was $616 per thousand litres, 15% higher than H1 2020 ($537 per thousand litres), as a result of the favourable product mix and the timing of product price increases. The higher volumes and unit margins led to gross cash profit of $47 million, with adjusted EBITDA at $38 million, a significant improvement compared to the prior period. Retail lubricants Our Retail lubricants business comprises forecourt sales to retail customers and sales through distributors to other consumers (B2C). Retail lubricants had a strong performance in H1 2021, contributing 64% of the total Lubricants volumes (H1 2020: 59%) and 62% of the total Lubricants gross cash profit (H1 2020: 57%). Volumes were 23% higher than H1 2020 mainly due to increased traffic at sites due to lighter COVID-19 restrictions in the current period, together with active selling on the forecourts and consumer-focused promotions.
| Unit margins increased to $613 per thousand litres compared to $531 per thousand litres in H1 2020, as demand improved for higher margin premium products, together with the temporary benefit from the timing of product price increases to reflect the increase in base oil prices. Commercial lubricants Our Commercial lubricants business provides products to commercial customers across our operating units as well as export customers. Commercial lubricants accounted for 36% (H1 2020: 41%) of total Lubricants volumes and gross cash profit accounted for 38% (H1 2020: 43%) of total Lubricants gross cash profit. Volumes were in line with H1 2020 and 8% higher than H1 2019, mainly due to the continued demand from our mining customers in a number of our markets, as well as in our export markets. Unit margins increased by 15% from $540 per thousand litres in H1 2020 to $621 per thousand litres in H1 2021, mostly attributable to favourable product mix and spot sales.
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CONSOLIDATED RESULTS OF OPERATIONS
SUMMARY INCOME STATEMENT
US$ million |
|
| Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change |
Revenues |
|
| 3,989 | 3,375 | +18% |
Cost of sales |
|
| (3,646) | (3,114) | +17% |
Gross profit |
|
| 343 | 261 | +31% |
Selling and marketing cost |
|
| (112) | (105) | +7% |
General and administrative cost |
|
| (88) | (89) | -1% |
Share of profit of joint ventures and associates |
|
| 13 | 9 | +44% |
Other income/(expense) |
|
| (1) | 1 | -200% |
EBIT |
|
| 155 | 77 | +101% |
Finance expense - net |
|
| (29) | (35) | -17% |
EBT |
|
| 126 | 42 | +200% |
Income taxes |
|
| (50) | (29) | +72% |
Net income |
|
| 76 | 13 | +485% |
Earnings per share (US$) |
|
| Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change |
Basic |
|
| 0.06 | 0.01 | +500% |
Diluted |
|
| 0.06 | 0.01 | +500% |
NON-GAAP MEASURES
US$ million, unless otherwise indicated |
|
| Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 | Change |
Volumes (million litres) |
|
| 5,009 | 4,618 | +8% |
Gross cash profit |
|
| 385 | 300 | +28% |
EBITDA |
|
| 219 | 136 | +61% |
Adjusted EBITDA |
|
| 220 | 140 | +57% |
ETR (%) |
|
| 40% | 69% | n/a |
Adjusted net income |
|
| 77 | 16 | +381% |
Adjusted diluted EPS (US$) |
|
| 0.06 | 0.01 | +500% |
Non-GAAP measures are explained and reconciled on pages 11 and 12.
ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS
Volumes Overall volumes continued to recover from the impact of COVID-19 and were 8% higher than the previous year. The positive momentum experienced in H2 2020 continued in H1 2021, with a number of our markets returning to volume growth as mobility restrictions were gradually eased. Volume growth was largely driven by the recovery in the Retail segment, partially offset by the end of a large supply contract, in the Commercial segment, to one of our markets in 2020. | Revenues Group revenues for H1 2021 were $3,989 million, compared to $3,375 million in H1 2020. The increase primarily reflects the improving demand for our products due to the easing of COVID-19 restrictions, rising average crude oil prices and appreciating local currencies. Cost of sales Cost of sales increased by $532 million, or 17%, to $3,646 million in H1 2021. The increase is attributable to higher purchases to meet demand and increased cost of products due to the higher crude oil prices. |
Gross profit Gross profit was $343 million, up 31% year-on-year due to higher unit margins and growth in volumes reflecting the continuing business recovery from the impact of COVID-19. Gross cash profit Gross cash profit increased by 28% year-on-year to $385 million, primarily driven by higher volumes and unit margins compared to the previous year. Gross cash unit margins of $77 per thousand litres were higher than H1 2020 ($65 per thousand litres), which was negatively affected by COVID-19 related inventory impacts and a $5 million negative impact from hyperinflation accounting. Performance has benefitted from the positive supply and pricing environment and a higher margin product mix. Selling and marketing cost Selling and marketing cost increased by $7 million to $112 million compared to H1 2020, primarily due to the strategic decision to reduce marketing costs and non-essential spending at the time. Other factors include the appreciation of local currencies and higher depreciation and amortisation expense. General and administrative cost General and administrative cost, including special items, was broadly in line with H1 2020 at $88 million. Increased manpower costs compared to H1 2020 were offset by lower community spending across the Group. Share of profit of JVs and associates Share of profit of joint ventures and associates grew by 44% to $13 million, mainly due to a higher share of profit from Shell and Vivo Lubricants B.V. and strong performance from our joint ventures in Morocco. The Group experienced positive recovery in the QSR joint ventures as mobility restrictions were eased, further contributing to the year-on-year increase.
| Adjusted EBITDA Adjusted EBITDA was $220 million, up 57% year‑on‑year. The increase is mainly due to higher unit margins and volumes together with a higher share of profit of joint ventures and associates, partially offset by higher selling and marketing expenses. Net finance expense Net finance expense decreased by 17% to $29 million from $35 million in 2020. The decrease is mainly explained by a decrease in interest on bank borrowings in H1 2021 due to lower utilisation of working capital facilities compared to the prior year. In addition, H1 2020 was impacted by a mark‑to‑market loss on interest rate swaps. These swaps were settled as part of the notes offering in H2 2020, which increased the maturity profile but has led to slightly higher interest on long-term debt. Income taxes The ETR for the six months ended 30 June 2021 is based on management's estimate of the annual effective income tax rate of 40%. The ETR decreased to 40% from 69% compared to the comparative period in 2020 (the actual income tax expense was used as management's best estimate in 2020). This is predominantly due to the lower relative impact of withholding tax and permanent items due to the higher earnings before tax of $126 million (H1 2020: $42 million). Net income Net income, including the impact of special items, was $76 million, significantly higher than H1 2020 (up from $13 million). Minority interest was $5 million (2020: $5 million). Earnings per share Basic earnings per share amounted to 6 US cents per share (H1 2020: 1 US cent per share). Adjusted diluted earnings per share, excluding the impact of special items, were 6 US cents per share (H1 2020: 1 US cent per share). |
CONSOLIDATED FINANCIAL POSITION
Total assets |
|
Total assets, including the impacts of foreign currency movements, increased by $96 million and can largely be explained by: · $97 million increase in trade receivables driven by the increase in revenues and a higher crude oil price compared to FY 2020 as well as the timing of receipts from customers. Average monthly DSO1 for the period was 15 days (FY 2020: 16 days); · $29 million increase in inventories mainly due to higher crude oil prices compared to FY 2020. Average inventory days for the period was 25 days (FY 2020: 29 days); · $14 million increase in right-of-use assets resulting from lease additions, of which the majority were retail service stations, offset by depreciation for the period; and · $14 million increase in PP&E mainly attributable to additions, partially offset by depreciation for the period. partially offset by: · $56 million decrease in cash and cash equivalents mainly due to the repayment of the RCF and payment of dividends, partially offset by cash generated from operating activities. | |
Total equity and liabilities | |
Total equity and liabilities, including foreign currency movements, increased by $96 million and can largely be explained by: · $85 million increase in trade payables mainly attributable to purchases at higher crude oil prices, partially offset by the timing of payments to suppliers. Average monthly DPO1 for the period was 55 days (FY 2020: 54 days); · $33 million increase in equity mainly driven by the profit for the period, partially offset by the payment of the 2020 final dividend amounting to $48 million; and · $11 million increase in other liabilities primarily due to increases in other taxes payable, partially offset by oil fund liabilities. partially offset by: · $39 million decrease in borrowings mainly due to the repayment of the RCF, partially offset by higher bank borrowing facilities outstanding at the end of the period. |
LIQUIDITY AND CAPITAL RESOURCES
ADJUSTED FREE CASH FLOW
US$ million | Six-month period ended 30 June 2021 | Six-month period ended 30 June 2020 |
Net income | 76 | 13 |
Adjustment for non-cash items and other | 106 | 83 |
Current income tax paid | (59) | (41) |
Net change in operating assets and liabilities and other adjustments[1] | 21 | (167) |
Cash flow from operating activities | 144 | (112) |
Net additions of PP&E and intangible assets[2] | (60) | (44) |
Free cash flow | 84 | (156) |
Special items[3] | 6 | 10 |
Adjusted free cash flow | 90 | (146) |
Adjusted free cash flow of $90 million was mainly driven by the generated net income of $76 million, the adjustments for non-cash items of $106 million as well as the positive net change in operating assets and liabilities and other adjustments of $21 million, partially offset by current income tax paid of $59 million. The increase in the net change in operating assets and liabilities and other adjustments is primarily attributable to the normalisation of the operating environment compared to H1 2020, which was also impacted by the timing of certain payments from 2019. Net additions in PP&E and intangible assets were higher at $60 million, compared to $44 million in H1 2020 which was impacted by the strategic slow-down in non-essential capital expenditure. The Group's net additions in PP&E and intangible assets included $34 million in Growth (H1 2020: $22 million), $22 million in Maintenance (H1 2020: $19 million), and $5 million in Special Projects (H1 2020: $3 million), offset by $1 million proceeds from disposals[4].
_________________
[1] Net change in operating assets and liabilities and other adjustments includes finance expense.
[2] Excluding cash flow from acquisition of businesses.
[3] Cash impact of special items. Special items are explained and reconciled on pages 11 to 12.
[4] Proceeds from disposals of $1m were offset under Special Projects in H1 2020.
NET DEBT AND AVAILABLE LIQUIDITY
US$ million | 30 June 2021 | 31 December 2020 |
Long-term debt (note 9) | 349 | 408 |
Lease liabilities | 153 | 143 |
Total debt excluding bank borrowings | 502 | 551 |
Bank borrowings (note 9) | 294 | 274 |
Less: cash and cash equivalents | (459) | (515) |
Net debt | 337 | 310 |
US$ million | 30 June 2021 | 31 December 2020 |
Cash and cash equivalents | 459 | 515 |
Available undrawn credit facilities | 1,342 | 1,563 |
Available short-term capital resources | 1,801 | 2,078 |
Net debt increased by $27 million due to the decrease in cash and cash equivalents and higher bank borrowings and lease liabilities, partially offset by a decrease in long-term debt. The decrease in cash and cash equivalents was mainly due to the repayment of the RCF and payment of dividends. The leverage ratio at 30 June 2021 fell to 0.77x (FY 2020: 0.86x) as a result of higher LTM adjusted EBITDA, partially offset by higher net debt. The available undrawn credit facilities of $1,342 million (FY 2020: $1,563 million) comprise $300 million of the undrawn committed multi-currency RCF and $1,042 million of undrawn, unsecured and uncommitted short‑term bank facilities extended to our operating entities for working capital purposes. The short‑term bank facilities include a large number of uncommitted facilities (ranging from $1 million to $359 million). Total available short-term capital resources are $1,801 million (FY 2020: $2,078 million).
NON-GAAP FINANCIAL MEASURES
Non-GAAP measures are not defined by International Financial Reporting Standards (IFRS) and, therefore, may not be directly comparable with other companies' non‑GAAP measures, including those in our industry. Non‑GAAP measures should be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements.
The exclusion of certain items from non‑GAAP performance measures does not imply that these items are necessarily non-recurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure.
The Directors believe that reporting non‑GAAP financial measures in addition to IFRS measures provides users with an enhanced understanding of results and related trends and increases the transparency and clarity of the core results of our operations. Non‑GAAP measures are used by the Directors and management for performance analysis, planning, reporting and key management performance measures.
Term | Description | Term | Description |
Gross cash profit | This is a measure of gross profit after direct operating expenses and before non-cash depreciation and amortisation recognised in cost of sales. Reference to 'cash' in this measure refers to non-cash depreciation and amortisation as opposed to the elimination of working capital movements. Gross cash profit is a key management performance measure. | Gross cash unit margin | Gross cash profit per unit. Unit is defined as 1,000 litres of sales volume. This is a useful measure as it indicates the incremental profit for each additional unit sold. |
EBITDA | Earnings before finance expense, finance income, income tax, depreciation and amortisation. This measure provides the Group's operating profitability and results before non-cash charges and is a key management performance measure. | Adjusted EBITDA | EBITDA adjusted for the impact of special items. This is a useful measure as it provides the Group's operating profitability and results, before non-cash charges, and is an indicator of the core operations, exclusive of special items. |
Adjusted net income | Net income adjusted for the impact of special items. | Adjusted diluted EPS | Diluted EPS adjusted for the impact of special items. |
Special items | Income or charges that are not considered to represent the underlying operational performance and, based on their significance in size or nature, are presented separately to provide further understanding of the financial and operational performance. | Adjusted free cash flow | Cash flow from operating activities less net additions to PP&E and intangible assets and excluding the impact of special items. This is a key operational liquidity measure, as it indicates the cash available to pay dividends, repay debt or make further investments in the Group. |
Net debt | Total borrowings and lease liabilities less cash and cash equivalents. | Leverage ratio | Net debt, including lease liabilities, divided by last 12 months adjusted EBITDA. |
RECONCILIATION OF NON-GAAP MEASURES
| Six-month period ended | |
US$ million, unless otherwise indicated | 30 June 2021 | 30 June 2020 |
Gross profit | 343 | 261 |
Add back: depreciation and amortisation in cost of sales | 42 | 39 |
Gross cash profit | 385 | 300 |
Volume (million litres) | 5,009 | 4,618 |
Gross cash unit margin ($/'000 litres) | 77 | 65 |
| Six-month period ended | |
US$ million | 30 June 2021 | 30 June 2020 |
EBT | 126 | 42 |
Finance expense - net | 29 | 35 |
EBIT | 155 | 77 |
Depreciation, amortisation and impairment | 64 | 59 |
EBITDA | 219 | 136 |
Adjustments to EBITDA related to special items: |
|
|
IPO1 and Engen acquisition related expenses2 | 1 | 2 |
Hyperinflation3 | - | 4 |
Management Equity Plan4 | - | (2) |
Adjusted EBITDA | 220 | 140 |
| Six-month period ended | |
US$ million | 30 June 2021 | 30 June 2020 |
Net income | 76 | 13 |
Adjustments to net income related to special items: |
|
|
IPO[1] and Engen acquisition related expenses[2] Hyperinflation[3] Management Equity Plan[4] Tax on special items | 1 - - - | 2 4 (2) (1) |
Adjusted net income | 77 | 16 |
| Six-month period ended | |
US$ | 30 June 2021 | 30 June 2020 |
Diluted earnings per share | 0.06 | 0.01 |
Impact of special items | - | - |
Adjusted diluted earnings per share | 0.06 | 0.01 |
For the reconciliation of adjusted free cash flow and net debt, refer to page 10.
___________________
[1] IPO related items in 2021 and 2020 concern the IPO Share Award Plan which are accrued for over the vesting period.
[2] On 1 March 2019 Vivo Energy Investments B.V., a subsidiary of the Group, acquired 100% of the issued shares in Vivo Energy Overseas Holdings Limited (formerly known as Engen International Holdings (Mauritius) Limited). The cost of the acquisition and related integration project expenses are treated as special items.
[3] The impacts of accounting for hyperinflation for Vivo Energy Zimbabwe, in accordance with IAS 29, are treated as special items since they are not considered to represent the underlying operational performance of the Group and based on their significance in size and unusual nature are excluded as the local currency depreciation against the US dollar does not align to the published inflation rates during the period.
[4] The Management Equity Plan vested at IPO in May 2018 and was exercisable on the first anniversary of admission for a period of 24 months. Changes in the fair value of the cash-settled share-based plan do not form part of the core operational business activities and performance and should, therefore, be treated as a special item. The costs of share-based payment schemes introduced after the IPO are not treated as special items.
ACCOUNTING AND REPORTING DEVELOPMENTS
The following amendments and new interpretations to the standards effective for annual periods beginning on or after 1 January 2021 have been applied in preparing the interim condensed consolidated financial statements and have no material impact for the Group:
- Amendments to IFRS 16 COVID-19 related rent concessions (May 2020)
- Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 39 and IFRS 7)
The impact of the decision made by the IFRS IC in April 2021 on the treatment of cloud computing costs is under assessment. There are no other standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2021 that have a material impact on the interim condensed consolidated financial statements of the Group.
RISKS AND UNCERTAINTIES
Risk management is embedded in the operational responsibilities of our teams and is an integral part of our overall governance, planning and decision-making. The Group continues to be exposed to a number of risks and has an established and structured approach to identify, assess and manage those risks. Details of the principal risks facing the Group's businesses were included on pages 62 to 69 of the 2020 Annual Report and Accounts and are set out below, with all of these remaining applicable.
· Partner reputation and relationships
· Criminal activity, fraud, bribery and compliance risk
· Oil price fluctuations
· Currency exchange risk
· Health and safety
· Economic and governmental instability
· Product availability and supply
· Business concentration risk
· Information technology risk
· Acquisition integration
· Climate change
· Epidemic
· Credit management
· Human resources and talent management
The Board of Directors has assessed the continuous impacts of COVID-19 on these principal risk factors over the first six months of 2021 and the expected impact for the remaining six months of the year. In our last Annual Report and Accounts, as well as our market communications in 2020 and 2021, we detailed our response to COVID-19. We continuously adapt the management of our critical operational and finance activities, enabling the Group to manage risks as they arise or evolve. All mitigation plans remain applicable for the duration of the pandemic and are adapted to the evolving business environment and measures taken by authorities in the countries where we operate.
Africa is currently facing a third wave of COVID-19 and the World Health Organization (WHO) has warned that its spread is accelerating such that it could soon surpass the peak of the second wave of early 2021. The largest recorded increases in case numbers have been experienced primarily in the countries of southern and eastern Africa, including Zambia and Uganda, but also in Tunisia. Furthermore, vaccination programmes in the majority of our operating countries are in their early stages. Consequently, the pandemic continues to slow the recovery of these economies, which has an impact on government finances (increasing government debts) as well as local companies and individual financial security. These negative trends may impact our exposure to credit risks.
On a more positive note, the lower volatility observed in the oil markets, and currencies for some of the countries where we operate, is expected to continue throughout 2021, which reduces our related risk exposure, in particular on stock losses.
Climate change continues to attract increased attention, with new reporting requirements coming into force in 2021. The recently created ESG & Climate Management Committee, chaired by the CEO, has the responsibility to guide the Group's climate change response, ensuring the Group is able to meet regulatory requirements linked to climate‑related risks and opportunities disclosure required under the TCFD while beginning to embed climate change into decision making in the Group.
A specific focus has been placed on GHG (greenhouse gas) emissions (CO2 equivalent in kilotonnes) reporting this year. GHG emissions are being added to the standard scope of the internal audit mandates in our operating countries. This includes a systematic review of the carbon emissions-related data identification, collection, consolidation and reporting in each operating country with the objective to review the traceability of the data source to provide reasonable assurance on the reported data quality, integrity, completeness and consistency.
We have not observed any significant changes in our exposure to the other principal risk factors. As part of the Group's risk management framework we continue to consider changes in the nature, likelihood and impact of existing risks, as well as new and emerging risks.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-month period ended 30 June 2021
Table of contents
Consolidated interim statement of comprehensive income
Consolidated interim statement of financial position
Consolidated interim statement of changes in equity
Consolidated interim statement of cash flows
Notes to the interim condensed consolidated financial statements
1...... General information
2...... Basis of preparation
3...... Financial instruments by category2
4...... Segment reporting
5...... Finance income and expense
6...... Income taxes
7...... Earnings per share
8...... Inventories
9...... Borrowings
10... Net change in operating assets and liabilities and other adjustments
11... Contingencies
12... Related parties
13... Events after balance sheet period
Responsibility statement
Independent review report to Vivo Energy plc
CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
|
|
| Six-month period ended | |
US$ million |
| Notes | 30 June 2021 | 30 June 2020 |
Revenues |
| 4 | 3,989 | 3,375 |
Cost of sales |
|
| (3,646) | (3,114) |
Gross profit |
| 4 | 343 | 261 |
Selling and marketing cost |
|
| (112) | (105) |
General and administrative cost |
|
| (88) | (89) |
Share of profit of joint ventures and associates |
|
| 13 | 9 |
Other income/(expense) |
|
| (1) | 1 |
EBIT |
| 4 | 155 | 77 |
Finance income |
|
| 5 | 5 |
Finance expense |
|
| (34) | (40) |
Finance expense - net |
| 5 | (29) | (35) |
EBT |
| 4 | 126 | 42 |
Income taxes |
| 6 | (50) | (29) |
Net income |
| 4 | 76 | 13 |
|
|
|
|
|
Net income attributable to: |
|
|
|
|
Equity holders of Vivo Energy plc |
|
| 71 | 8 |
Non-controlling interest (NCI) |
|
| 5 | 5 |
|
|
| 76 | 13 |
Other comprehensive income (OCI) |
|
|
|
|
Items that may be reclassified to profit or loss |
|
|
|
|
Currency translation differences |
|
| (3) | (48) |
Net investment hedge gain/(loss) |
|
| 5 | (3) |
Items that are never reclassified to profit or loss |
|
|
|
|
Re-measurement of retirement benefits |
|
| 1 | (4) |
Income tax relating to retirement benefits |
|
| - | 1 |
Change in fair value of financial instruments through OCI, net of tax |
|
| 2 | 1 |
Other comprehensive income, net of tax |
|
| 5 | (53) |
Total comprehensive income |
|
| 81 | (40) |
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
Equity holders of Vivo Energy plc |
|
| 77 | (38) |
Non-controlling interest (NCI) |
|
| 4 | (2) |
|
|
| 81 | (40) |
Earnings per share (US$) |
| 7 |
|
|
Basic |
|
| 0.06 | 0.01 |
Diluted |
|
| 0.06 | 0.01 |
The notes are an integral part of these interim condensed consolidated financial statements.
|
| |||
NON-GAAP FINANCIAL MEASURES[1] | ||||
|
|
| Six-month period ended | |
US$ million, unless otherwise indicated |
|
| 30 June 2021 | 30 June 2020 |
EBITDA |
|
| 219 | 136 |
Adjusted EBITDA |
|
| 220 | 140 |
Adjusted net income |
|
| 77 | 16 |
Adjusted diluted EPS (US$) |
|
| 0.06 | 0.01 |
1 Refer to the non-GAAP financial measures definitions and reconciliations to the most comparable IFRS measures on pages 11 and 12.
CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
US$ million | Notes | 30 June 2021 | 31 December 2020 |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
| 903 | 889 |
Right-of-use assets |
| 215 | 201 |
Intangible assets |
| 218 | 222 |
Investments in joint ventures and associates |
| 238 | 231 |
Deferred income taxes |
| 52 | 46 |
Financial assets at fair value through other comprehensive income |
| 13 | 12 |
Other assets |
| 117 | 117 |
|
| 1,756 | 1,718 |
Current assets |
|
|
|
Inventories | 8 | 509 | 480 |
Trade receivables |
| 441 | 344 |
Other assets |
| 186 | 200 |
Income tax receivables |
| 13 | 11 |
Cash and cash equivalents |
| 459 | 515 |
|
| 1,608 | 1,550 |
Total assets |
| 3,364 | 3,268 |
|
|
|
|
Equity |
|
|
|
Share capital |
| 633 | 633 |
Share premium |
| 4 | 4 |
Retained earnings |
| 285 | 252 |
Other reserves |
| (125) | (122) |
Attributable to equity holders of Vivo Energy plc |
| 797 | 767 |
Non-controlling interest |
| 48 | 45 |
|
| 845 | 812 |
Liabilities |
|
|
|
Non-current liabilities |
|
|
|
Lease liabilities |
| 125 | 119 |
Borrowings | 9 | 354 | 412 |
Provisions |
| 103 | 104 |
Deferred income taxes |
| 83 | 72 |
Other liabilities |
| 156 | 165 |
|
| 821 | 872 |
Current liabilities |
|
|
|
Lease liabilities |
| 28 | 24 |
Trade payables |
| 1,133 | 1,048 |
Borrowings | 9 | 289 | 270 |
Provisions |
| 19 | 16 |
Other financial liabilities |
| 2 | 9 |
Other liabilities |
| 191 | 171 |
Income tax payables |
| 36 | 46 |
|
| 1,698 | 1,584 |
Total liabilities |
| 2,519 | 2,456 |
Total equity and liabilities |
| 3,364 | 3,268 |
The notes are an integral part of these interim condensed consolidated financial statements.
CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
| For the six-month period ended 30 June 2021 |
| |||||||||||
|
| Attributable to equity holders of Vivo Energy plc |
| ||||||||||
|
|
|
| Other reserves |
|
|
| ||||||
US$ million | Share capital | Share premium | Retained earnings | Reserves[1],[2] | Retirement benefits | Currency translation difference | Fair value reserves | Equity settled incentive schemes[3] | Total | NCI | Total equity |
| |
Balance at 1 January 2021 | 633 | 4 | 252 | (54) | (2) | (79) | 3 | 10 | 767 | 45 | 812 |
| |
Net income | - | - | 71 | - | - | - | - | - | 71 | 5 | 76 |
| |
Other comprehensive income | - | - | - | (1) | 1 | 4 | 2 | - | 6 | (1) | 5 |
| |
Total comprehensive income | - | - | 71 | (1) | 1 | 4 | 2 | - | 77 | 4 | 81 |
| |
Share-based expense | - | - | - | - | - | - | - | 2 | 2 | - | 2 |
| |
Share awards transactions | - | - | 6 | (5) | - | - | - | (6) | (5) | - | (5) |
| |
Net impact of IAS 29[4] | - | - | 4 | - | - | - | - | - | 4 | - | 4 |
| |
Dividends paid[5] | - | - | (48) | - | - | - | - | - | (48) | (1) | (49) |
| |
Balance at 30 June 2021 | 633 | 4 | 285 | (60) | (1) | (75) | 5 | 6 | 797 | 48 | 845 |
| |
|
For the six-month period ended 30 June 2020 | ||||||||||||
|
| Attributable to equity holders of Vivo Energy plc |
| ||||||||||
|
|
|
| Other reserves |
|
|
| ||||||
US$ million | Share capital | Share premium | Retained earnings | Reserves1 | Retirement benefits | Currency translation difference | Fair value reserves | Equity settled incentive schemes3 | Total | NCI | Total equity |
| |
Balance at 1 January 2020 | 633 | 4 | 199 | (54) | 2 | (43) | 2 | 8 | 751 | 53 | 804 |
| |
Net income | - | - | 8 | - | - | - | - | - | 8 | 5 | 13 |
| |
Other comprehensive income | - | - | - | - | (3) | (44) | 1 | - | (46) | (7) | (53) |
| |
Total comprehensive income | - | - | 8 | - | (3) | (44) | 1 | - | (38) | (2) | (40) |
| |
Share-based expense | - | - | - | - | - | - | - | 1 | 1 | - | 1 |
| |
Net impact of IAS 294 | - | - | (6) | - | - | - | - | - | (6) | - | (6) |
| |
Dividends paid/declared | - | - | - | - | - | - | - | - | - | (3) | (3) |
| |
Balance at 30 June 2020 | 633 | 4 | 201 | (54) | (1) | (87) | 3 | 9 | 708 | 48 | 756 |
| |
The notes are an integral part of these interim condensed consolidated financial statements.
__________________________
[1] Included in reserves is a merger reserve ($82m) relating to the premium on shares issued as part of the consideration of the acquisition of Vivo Energy Overseas Holdings Limited, formerly known as Engen International Holdings (Mauritius) Limited in March 2019.
[2] Included in reserves is a cost of hedging reserve ($1m) reclassified from currency translation difference reserve. Reserves include $5m related to market purchases of ordinary shares of the Company to satisfy option exercises under the Company's IPO Share Award
Plan and Long-Term Incentive Plan (‘LTIP’).
[3] Equity settled incentive schemes include the LTIP and the IPO Share Award Plan (fully vested in 2021).
[4] The net impact on retained earnings as a result of the index-based adjustments in Zimbabwe under IAS 29 ‘Financial Reporting in Hyperinflationary Economies’.
[5] The dividends paid to the equity holders of Vivo Energy plc were paid out of distributable reserves.
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
|
| Six-month period ended | |
US$ million | Notes | 30 June 2021 | 30 June 2020 |
Operating activities |
|
|
|
Net income |
| 76 | 13 |
Adjustment for: |
|
|
|
Income taxes |
| 50 | 29 |
Amortisation, depreciation and impairment |
| 64 | 59 |
Net gain on disposal of PP&E and intangible assets |
| - | (1) |
Share of profit of joint ventures and associates |
| (13) | (9) |
Dividends received from joint ventures and associates |
| 5 | 5 |
Current income tax paid |
| (59) | (41) |
Net change in operating assets and liabilities and other adjustments | 10 | 21 | (167) |
Cash flows from operating activities |
| 144 | (112) |
Investing activities |
|
|
|
Acquisition of businesses, net of cash acquired |
| - | (9) |
Purchases of PP&E and intangible assets |
| (61) | (45) |
Proceeds from disposals of PP&E and intangible assets |
| 1 | 1 |
Cash flows from investing activities |
| (60) | (53) |
Financing activities |
|
|
|
Proceeds from long-term debt |
| - | 110 |
Repayments of long-term debt |
| (60) | (41) |
Net (repayments)/proceeds (of)/from bank and other borrowings |
| 19 | 99 |
Repayment of lease liabilities |
| (17) | (14) |
Dividends paid |
| (49) | (2) |
Interest paid |
| (30) | (28) |
Cash flows from financing activities |
| (137) | 124 |
Effect of exchange rate changes on cash and cash equivalents |
| (3) | (16) |
Net decrease in cash and cash equivalents |
| (56) | (57) |
Cash and cash equivalents at beginning of period |
| 515 | 517 |
Cash and cash equivalents at end of period |
| 459 | 460 |
The notes are an integral part of these interim condensed consolidated financial statements.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Vivo Energy plc ('Vivo Energy' or the 'Company'), a public limited company, was incorporated on 12 March 2018 in the United Kingdom. The Company is registered in England and Wales and is limited by shares (Registration number 11250655) under the Companies Act 2006. The Company is listed on the London Stock Exchange Main Market for listed securities and the Main Board of the securities exchange operated by the Johannesburg Stock Exchange by way of secondary inward listing. References to 'Vivo Energy' or the 'Group' mean the Company and its subsidiaries and subsidiary undertakings. These interim condensed consolidated financial statements as at and for the six-month period ended 30 June 2021 comprise of the Company, its subsidiaries and subsidiary undertakings, joint ventures and associates.
Vivo Energy distributes and sells fuel and lubricants to retail and commercial consumers in Africa and trades under brands owned by the Shell and Engen groups of companies and, for aviation fuels only, under the Vitol Aviation brand. Furthermore, Vivo Energy generates revenue from Non-fuel retail activities including convenience retail and quick service restaurants by leveraging on its retail network.
2. Basis of preparation
The Company's interim condensed consolidated financial statements have been prepared in accordance with the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules (DTR) sourcebook of the United Kingdom's Financial Conduct Authority. The interim condensed consolidated financial statements have been prepared under the historical cost convention unless otherwise indicated.
These interim condensed financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020, which have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the International Financial Reporting Standards (IFRS) pursuant to Regulation EC No. 1606/2002 as it applies in the European Union.
The Group has considered the impact of COVID-19 and the current economic environment in relation to the going concern basis of preparation for the interim condensed consolidated financial statements. The impact of COVID-19 as experienced in the prior year is not expected to be as severe in the current period. A detailed analysis assessing the Group's financial and operating performance indicates positive future trends and growth for the Group with increasing sales volumes, gross cash profit and positive cash inflows. The Group maintains sufficient liquidity headroom, through operating cash generation as well as committed and uncommitted credit facilities, to sustain future business operations. The Directors therefore continue to consider it appropriate to adopt the going concern basis of accounting in preparing interim condensed consolidated financial statements. At the time of approving the interim condensed consolidated financial statements, the Directors maintain a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future.
The preparation of the interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may vary from these estimates. The estimates and underlying assumptions, as disclosed in the 2020 Annual Report and Accounts, are reviewed on an ongoing basis. During the period there were no changes to estimates which require significant judgement by management and no new significant judgements or estimates have been identified.
In preparing the interim condensed consolidated financial statements, the Group has considered the impact that climate change may have on key accounting judgements and estimates including asset useful economic lives and asset valuations and impairments. The Group continues to introduce initiatives designed to reduce the carbon emissions from its direct operations and develop alternative product offerings, the Group considers that the transition towards a low-carbon economy in its primary markets will be over a longer time period than will be seen in the UK and the European Union. As a result, the Group considers that the market for oil products across Africa will continue to grow within its medium‑term planning horizons and this assumption is embedded within the Group's five-year strategic business plan which in turn supports a number of key forward-looking accounting judgements and estimates.
The interim condensed consolidated financial statements follow the same accounting policies as those in the Vivo Energy plc 2020 Annual Report. There has been no impact as a result of preparing the interim condensed consolidated financial statements under the International Accounting Standards as adopted by the United Kingdom.
New standards, amendments and interpretations
The Group has applied a number of amendments to IFRS standards issued by the IASB that are mandatorily effective for annual periods beginning on or after 1 January 2021. The Group's financial statements have been prepared in accordance with these standards, which have no material impact on the consolidated interim financial statements of the Group:
- Amendments to IFRS 16 COVID-19 related rent concessions (May 2020)
- Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 39 and IFRS 7)
The impact of the decision made by the IFRS IC in April 2021 on the treatment of cloud computing costs is under assessment. There are no other IFRS standards, amendments or IFRS IC interpretations that are not yet effective which would be expected to have a material impact on the Group.
3. Financial instruments by category
The table below sets out the Group's classification of each class of financial assets and financial liabilities and their fair values for the current and the comparative period:
|
|
| 30 June 2021 | ||
US$ million |
| Measured at amortised cost | Measured at FVTOCI | Total carrying value | Fair value |
Financial assets |
|
|
|
|
|
Trade receivables[1] |
| 441 | - | 441 | 441 |
Cash and cash equivalents |
| 459 | - | 459 | 459 |
Financial assets at FVTOCI |
| - | 13 | 13 | 13 |
Other assets[2] |
| 125 | - | 125 | 125 |
Total |
| 1,025 | 13 | 1,038 | 1,038 |
|
|
|
|
| 30 June 2021 |
| |||||||
US$ million |
| Measured at amortised cost | Measured at FVTPL | Total carrying value |
Fair value |
| |||||||
Financial liabilities |
|
|
|
|
|
| |||||||
Trade payables |
|
| 1,133 | - | 1,133 | 1,133 |
| ||||||
Borrowings |
|
| 643 | - | 643 | 669 |
| ||||||
Other liabilities[3] |
|
| 212 | - | 212 | 212 |
| ||||||
Lease liabilities |
|
| 153 | - | 153 | 153 |
| ||||||
Other financial liabilities |
|
| - | 2 | 2 | 2 |
| ||||||
Total |
|
| 2,141 | 2 | 2,143 | 2,169 |
| ||||||
|
|
|
|
| |||||||||
|
|
| 31 December 2020 |
| |||||||||
US$ million |
| Measured at amortised cost | Measured at FVTOCI | Total carrying value | Fair value |
| |||||||
Financial assets |
|
|
|
|
|
| |||||||
Trade receivables1 |
| 344 | - | 344 | 344 |
| |||||||
Cash and cash equivalents |
| 515 | - | 515 | 515 |
| |||||||
Financial assets at FVTOCI |
| - | 12 | 12 | 12 |
| |||||||
Other assets2 |
| 127 | - | 127 | 127 |
| |||||||
Total |
| 986 | 12 | 998 | 998 |
| |||||||
|
|
|
| 31 December 2020 | |
US$ million |
| Measured at amortised cost | Measured at FVTPL | Total carrying value |
Fair value |
Financial liabilities |
|
|
|
|
|
Trade payables |
| 1,048 | - | 1,048 | 1,048 |
Borrowings |
| 682 | - | 682 | 707 |
Other liabilities3 |
| 215 | - | 215 | 215 |
Lease liabilities |
| 143 | - | 143 | 143 |
Other financial liabilities |
| - | 9 | 9 | 9 |
Total |
| 2,088 | 9 | 2,097 | 2,122 |
______
[1] Trade receivables include credit secured receivables of $219m (2020: $180m).
[2] Other assets exclude the following elements that do not qualify as financial instruments: prepayments, VAT and duties receivable and other government benefits receivable.
[3] Other liabilities exclude the elements that do not qualify as financial instruments.
The Group has classified equity investments as financial instruments at FVTOCI (without recycling). These investments are measured using inputs for the assets or liabilities that are in the absence of observable market data, based on net asset value of the related investments (level 3 in the IFRS 13 'Fair Value Measurement' hierarchy) which management considers to best represent the fair value of the associated investment given its nature. Since the value is based on the net asset value of the related investment, no sensitivity analysis is presented. There were no changes made during the period to valuation methods or the processes to determine classification and no transfers were made between the levels in the fair value hierarchy.
4. Segment reporting
The Group operates under three reportable segments: Retail, Commercial and Lubricants.
Retail segment - Retail fuel is aggregated with Non-fuel revenue. Both operating streams derive revenue from retail customers who visit our retail sites. Retail fuel and Non-fuel revenues are aggregated as the segments are managed as one unit and have similar customers. The economic indicators that have been addressed in determining that the aggregated segments have similar economic characteristics are that they have similar expected future financial performance and similar operating and competitive risks.
Commercial segment - Commercial fuel, LPG, Aviation and Marine are aggregated in the Commercial segment as the operating segments derive revenues from commercial customers. The segments have similar economic characteristics. The economic indicators that have been addressed are the long-term growth and average long-term gross margin percentage.
Lubricants segment - Retail, B2C, B2B and Export Lubricants are the remaining operating segments. Since these operating segments meet the majority of aggregation criteria, they are aggregated in the Lubricants segment.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The Directors monitor the operating results of the business units separately for the purpose of making decisions about resource allocation, segment performance assessment and interacting with segment managers.
The following tables present revenues and profit information regarding the Group's operating segments:
| Six-month period ended 30 June 2021 | |||
US$ million | Retail | Commercial | Lubricants | Consolidated |
Revenue from external customers | 2,604 | 1,167 | 218 | 3,989 |
Gross profit | 217 | 81 | 45 | 343 |
Add back: depreciation and amortisation | 27 | 13 | 2 | 42 |
Gross cash profit | 244 | 94 | 47 | 385 |
Adjusted EBITDA | 124 | 58 | 38 | 220 |
| Six-month period ended 30 June 2020 | |||
US$ million | Retail | Commercial | Lubricants | Consolidated |
Revenue from external customers | 2,094 | 1,109 | 172 | 3,375 |
Gross profit | 152 | 76 | 33 | 261 |
Add back: depreciation and amortisation | 24 | 13 | 2 | 39 |
Gross cash profit | 176 | 89 | 35 | 300 |
Adjusted EBITDA | 69 | 46 | 25 | 140 |
| Six-month period ended | |
US$ million | 30 June 2021 | 30 June 2020 |
Share of profit of joint ventures and associates included in segment EBITDA |
|
|
Lubricants | 8 | 6 |
Commercial | 3 | 1 |
Retail | 2 | 2 |
Total | 13 | 9 |
The amount of revenues from external customers by location of the customers is shown in the table below.
| Six-month period ended | |
US$ million | 30 June 2021 | 30 June 2020 |
Revenue from external customers by principal country |
|
|
Kenya | 707 | 616 |
Morocco | 666 | 498 |
Senegal | 335 | 229 |
Other | 2,281 | 2,032 |
Total | 3,989 | 3,375 |
The amount of non-current assets held by country is shown in the table below.
US$ million | 30 June 2021 | 31 December 2020 |
Non-current assets by principal country (excluding deferred tax) |
|
|
Morocco | 251 | 245 |
The Netherlands | 248 | 232 |
Kenya | 158 | 153 |
Other | 1,047 | 1,042 |
Total | 1,704 | 1,672 |
Reconciliation of non-GAAP measures
Non-GAAP measures are not defined by International Financial Reporting Standards and, therefore, may not be directly comparable with other companies' non-GAAP measures, including those in the Group's industry. Non‑GAAP measures should be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements. The exclusion of certain items (special items) from non-GAAP performance measures does not imply that these items are necessarily non-recurring. From time to time, we may exclude additional items if we believe doing so would result in a more transparent and comparable disclosure.
The Directors believe that reporting non-GAAP financial measures in addition to IFRS measures, as well as the exclusion of special items, provides users with enhanced understanding of results and related trends and increases the transparency and clarity of the core results of operations. Non-GAAP measures are used by the Directors and management for performance analysis, planning, reporting and are used in determining senior management remuneration. Further explanation of all non-GAAP measures can be found on page 11.
| Six-month period ended | ||
US$ million | 30 June 2021 | 30 June 2020 | |
EBT | 126 | 42 | |
Finance expense - net | 29 | 35 | |
EBIT | 155 | 77 | |
Depreciation, amortisation and impairment | 64 | 59 | |
EBITDA | 219 | 136 | |
Adjustments to EBITDA related to special items: |
|
| |
IPO1 and Engen acquisition related expenses2 | 1 | 2 | |
Hyperinflation3 | - | 4 | |
Management Equity Plan4 | - | (2) | |
Adjusted EBITDA | 220 | 140 | |
| Six-month period ended | ||
US$ million | 30 June 2021 | 30 June 2020 | |
Net income | 76 | 13 | |
Adjustments to net income related to special items: |
|
| |
IPO[1] and Engen acquisition related expenses[2] | 1 | 2 | |
Hyperinflation[3] | - | 4 | |
Management Equity Plan[4] | - | (2) | |
Tax on special items | - | (1) | |
Adjusted net income | 77 | 16 | |
|
|
| |
| Six-month period ended | ||
US$ | 30 June 2021 | 30 June 2020 | |
Diluted earnings per share (note 7) | 0.06 | 0.01 | |
Impact of special items | - | - | |
Adjusted diluted earnings per share | 0.06 | 0.01 | |
_______________
[1] IPO related items in 2021 and 2020 concern the IPO Share Award Plan which are accrued for over the vesting period.
[2] On 1 March 2019 Vivo Energy Investments B.V., a subsidiary of the Group, acquired 100% of the issued shares in Vivo Energy Overseas Holdings Limited (formerly known as Engen International Holdings (Mauritius) Limited). The cost of the acquisition and related integration project expenses are treated as special items.
[3] The impacts of accounting for hyperinflation for Vivo Energy Zimbabwe, in accordance with IAS 29, are treated as special items since they are not considered to represent the underlying operational performance of the Group and based on their significance in size and unusual nature are excluded as the local currency depreciation against the US dollar does not align to the published inflation rates during the period.
[4] The Management Equity Plan vested at IPO in May 2018 and was exercisable on the first anniversary of admission for a period of 24 months. Changes in the fair value of the cash-settled share-based plan do not form part of the core operational business activities and performance and should, therefore, be treated as a special item. The costs of share-based payment schemes introduced after the IPO are not treated as special items.
The Group defines headline earnings per share as earnings based on net income attributable to owners of the Group, before items of a capital nature, net of income tax as required for companies listed on the Johannesburg Stock Exchange.
|
| Six-month period ended | |||
US$ million, unless otherwise indicated |
|
| 30 June 2021 | 30 June 2020 | |
Headline earnings per share |
|
| |||
Net income attributable to owners | 71 | 8 | |||
Re-measurements: |
|
| |||
Net gain on disposal of PP&E and intangible assets | - | (1) | |||
Headline earnings | 71 | 7 | |||
Weighted average number of ordinary shares (million) | 1,265 | 1,266 | |||
Headline earnings per share (US$) | 0.06 | 0.01 | |||
Diluted number of shares (million) | 1,265 | 1,266 | |||
Diluted headline earnings per share (US$) | 0.06 | 0.01 | |||
ETR | 40% | 69% | |||
5. Finance income and expense
| Six-month period ended | |
US$ million | 30 June 2021 | 30 June 2020 |
Finance expense |
|
|
Interest on bank and other borrowings and on lease liabilities[1] | (21) | (23) |
Interest on long-term debt including amortisation of set-up fees | (10) | (13) |
Net impact of hyperinflation[2] | - | (1) |
Foreign exchange loss | (1) | - |
Accretion expense net defined benefit liability | (1) | (1) |
Other | (1) | (2) |
| (34) | (40) |
Finance income |
|
|
Interest from cash and cash equivalents | 5 | 3 |
Foreign exchange gain | - | 2 |
| 5 | 5 |
Finance expense - net | (29) | (35) |
________
[1] Includes an amount of $8m (2020: $6m) finance expense for leases with respect to IFRS 16 'Leases' and was paid during the period.
[2] Represents the net non-monetary impact from the application of IAS 29 'Financial Reporting in Hyperinflationary Economies'.
6. Income taxes
Income tax expense is recognised based on management's estimate of the annual effective income tax rate of 40% for the six-month period ended 30 June 2021 (69% for the six-month period ended 30 June 2020, which was based on the actual year to date tax expense). The effective tax rate used for the six-month period ended 30 June 2021 is in line with management's estimated annual income tax rate for the year, as no significant items impacting the effective annual income tax rate have been identified. The decrease of the ETR is primarily due to a lower relative impact of the permanent items and the withholding tax as a result of higher earnings before tax.
7. Earnings per share
Basic and diluted earnings per share were computed as follows:
| Six-month period ended | |
US$ million, unless otherwise indicated | 30 June 2021 | 30 June 2020 |
Basic earnings per share |
|
|
Net income | 76 | 13 |
Attributable to owners | 71 | 8 |
Weighted average number of ordinary shares (million) | 1,265 | 1,266 |
Basic earnings per share (US$) | 0.06 | 0.01 |
| Six-month period ended | |
US$ million, unless otherwise indicated | 30 June 2021 | 30 June 2020 |
Diluted earnings per share |
|
|
Earnings attributable to owners | 71 | 8 |
Diluted number of shares (million) | 1,265 | 1,266 |
Diluted earnings per share (US$) | 0.06 | 0.01 |
| Six-month period ended | |
US$ | 30 June 2021 | 30 June 2020 |
Adjusted diluted earnings per share |
|
|
Diluted earnings per share | 0.06 | 0.01 |
Impact of special items | - | - |
Adjusted diluted earnings per share | 0.06 | 0.01 |
8. Inventories
Cost of sales as disclosed on the face of the consolidated statement of comprehensive income include the total expense for inventory for the period amounting to $3,468m (H1 2020: $2,974m). The carrying value of inventory represents the lower of cost or net realisable value. Provisions for write-downs of inventories to the net realisable value amounted to $7m (2020: $8m).
9. Borrowings
US$ million | Drawn on | Interest rate | Maturity | 30 June 2021 | 31 December 2020 |
Notes[1] | 24/09/2020 | 5.125% | 24/09/2027 | 349 | 349 |
VEI BV Revolving Credit Facility[2] | 27/02/2019 | Libor/Euribor +1.25%/1.75% |
| - | 59 |
Bank borrowings |
|
|
| 294 | 274 |
|
|
|
| 643 | 682 |
Current |
|
|
| 289 | 270 |
Non-current |
|
|
| 354 | 412 |
|
|
|
| 643 | 682 |
_______________
[1] The amounts are net of financing costs. Notes amount is $350m (2020: $350m); financing costs are $1m (2020: $1m).
[2] The amount included financing cost of circa $1m.
Current borrowings consist of bank borrowings which carry interest rates between 1.5% and 16.5% per annum.
The fair value of the notes is approximately $375m based on quoted market prices at the end of the reporting period. The carrying amounts of the Group's other non-current and current borrowings approximate the fair value. In September 2020, the Group issued $350m notes with a coupon rate of 5.125% paid semi-annually. The notes are fully redeemed at maturity. In May 2018, the Company established a multi-currency RCF of $300m. At 30 June 2021 the RCF was undrawn (2020: $59m). The majority of the RCF matures in May 2023.
Besides the RCF, the Group has various unsecured short-term bank facilities extended to operating entities for working capital purposes. The undrawn, unsecured short-term bank facilities of $1,042m include a large number of uncommitted facilities held with a number of different banks. Most of these facilities are subject to an annual renewal process.
The tables below provide an analysis of cash and non-cash movements in borrowings for the period:
|
|
| 2021 |
US$ million | Long-term debt | Bank borrowings | Total |
1 January | 408 | 274 | 682 |
Repayment of long-term debt[1] | (60) | - | (60) |
Proceeds/(repayment) of bank borrowings | - | 19 | 19 |
Foreign exchange movements | - | 1 | 1 |
Other2 | 1 | - | 1 |
30 June | 349 | 294 | 643 |
|
|
| 2020 |
US$ million | Long-term debt | Bank borrowings | Total |
1 January | 371 | 229 | 600 |
Proceeds from long-term debt3 | 517 | - | 517 |
Repayment of long-term debt1 | (492) | - | (492) |
Proceeds/(repayment) of bank borrowings | - | 26 | 26 |
Foreign exchange movements | 7 | 8 | 15 |
Other2 | 5 | 11 | 16 |
31 December | 408 | 274 | 682 |
___________
1 Includes repayments of the Term Loan and RCF.
2 Other includes financing costs and non-cash items.
3 Mainly represents the issuance of fully redeemable notes to the amount of $350m on 24 September 2020 and RCF drawdowns.
Key covenants
The below key covenants relate to the VEI BV Revolving Credit Facility:
· Within 150 calendar days after the Group's year-end, its audited annual consolidated financial statements, unaudited annual non-consolidated financial statements and the unaudited annual Group accounts of each operating unit must be provided to the lender. Within 90 days after each half of each financial year, the unaudited non-consolidated financial statements, unaudited consolidated financial statements and unaudited Group accounts for each operating unit for the financial half-year must be provided to the lender.
· The financial covenants are minimum interest cover of 4x and maximum debt cover of 3x. With each set of financial statements, a financial covenants compliance certificate has to be provided indicating the debt and interest cover. The loan carries some customary negative pledges such as on asset sale, securities over assets, mergers and guarantees subject in each case to some exemptions and permitted baskets. It also has a change of control clause triggering repayment if an entity, other than permitted ones, takes control of the Company.
The below key covenants relate to the VEI BV Notes:
· The financial covenants are a minimum fixed charged cover of 2x. The Notes carry customary restrictive covenants such as on asset sale, securities over assets, mergers and guarantees subject in each case to some exemptions and permitted baskets, and a maintenance of listing covenant. It also has a change of control clause giving each noteholder a put right if an entity, other than permitted ones, takes control of the Company.
No covenants were breached in the last applicable period.
10. Net change in operating assets and liabilities and other adjustments
| Six-month period ended | |
US$ million | 30 June 2021 | 30 June 2020 |
Trade receivables | (101) | 101 |
Trade payables | 94 | (413) |
Inventories | (32) | 121 |
Other assets | 14 | 1 |
Other liabilities | 17 | 2 |
Provisions | 3 | (6) |
Other | 26 | 27 |
| 21 | (167) |
11. Contingencies
Contingent liabilities and legal proceedings
The Group may from time to time be involved in a number of legal proceedings. The Directors prepare a best estimate of its contingent liabilities that should be recognised or disclosed in respect of legal claims in the course of the ordinary business. Furthermore, in many markets there is a high degree of complexity involved in the local tax and other regulatory regimes. The Group is required to exercise judgement in the assessment of any potential exposures in these areas.
As announced in March, the Royal Cabinet's review of the Conseil de la Concurrence's ('CDC') investigation of the fuel marketing industry concluded that the CDC investigation "was marked by numerous procedural irregularities" and experienced "an obvious deterioration in the climate of deliberations". A new President has now been appointed to lead the CDC. We continue to believe that we have conducted our operations in accordance with applicable competition laws, rules and regulations.
In the ordinary course of business, the Group is subject to a number of contingencies arising from litigation and claims brought by governmental, including tax authorities, and private parties. The operations and earnings of the Group continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous groups in the countries in which they operate. The industries in which the Group is engaged are also subject to physical risks of various types. There remains a high degree of uncertainty around these contingencies, as well as the potential effect on future operations, earnings, cash flows and the Group's financial condition.
The Group is not currently aware of any other litigations, claims, legal proceedings or other contingent liabilities that should be disclosed.
12. Related parties
The Group has a number of related parties including joint arrangements and associates, shareholders, directors and Executive Committee members. No related party transactions have been entered into during the period which might reasonably affect any decisions made by the user of these interim condensed consolidated financial statements except as disclosed below.
| Six-month period ended 30 June 2021 | |||
US$ million |
| Joint ventures and associates | Shareholders | Total |
Sales of products and services, and other income |
| 10 | 15 | 25 |
Purchase of products and services, and other expenses |
| 158 | 442 | 600 |
|
|
|
|
|
| Six-month period ended 30 June 2020 | |||
US$ million |
| Joint ventures and associates | Shareholders | Total |
Sales of products and services, and other income |
| 11 | 39 | 50 |
Purchase of products and services, and other expenses |
| 135 | 338 | 473 |
The following table presents the Group's outstanding balances with related parties:
| 30 June 2021 | |||
US$ million | Joint ventures and associates | Shareholders | Total | |
Receivables from related parties | 50 | 3 | 53 | |
Payables to related parties | (65) | (162) | (227) | |
Total | (15) | (159) | (174) | |
| 31 December 2020 | |||
US$ million |
| Joint ventures and associates | Shareholders | Total |
Receivables from related parties |
| 53 | 2 | 55 |
Payables to related parties |
| (51) | (160) | (211) |
Total |
| 2 | (158) | (156) |
The receivables from related parties arise from sale transactions and loans to joint ventures. Receivables are due two months after the date of sales, are unsecured in nature and bear no interest. Loans to joint ventures are interest bearing and secured by the entire issued share capital of the joint venture. An expected credit loss of $1m (2020: Nil) was recognised in relation to a joint venture receivable.
The payables to related parties arise mainly from purchase transactions at arm's length, including a supplier agreement with Vitol Supply, and are typically due two months after the date of purchase. These payables bear no interest.
13. Events after balance sheet period
Subsequent to the end of the period, the Board approved an interim dividend of 1.7 US cents per share, amounting to approximately $21.5 million. The dividend is expected to be paid on 10 September 2021 to shareholders of record at close of business on 13 August 2021. The dividend will be paid out of distributable reserves as at 30 June 2021.
RESPONSIBILITY STATEMENT
The Directors confirm that these interim condensed consolidated financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the United Kingdom and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group. The Interim Report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· An indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· Disclosure of related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could have a material impact on the financial position or performance of the entity in the first six months of the current financial year.
The Directors of Vivo Energy plc are listed on pages 78 and 79 of the Vivo Energy plc 2020 Annual Report and Accounts dated 2 March 2021, with the exception of Johan Depraetere who retired from the Board on 5 March 2021, there were no further changes in the period. A list of current directors is maintained on the Vivo Energy plc website: http://investors.vivoenergy.com/group-overview/board-of-directors.
By order of the Board
Doug Lafferty
Chief Financial Officer
26 July 2021
Adrian de Souza
Group General Counsel
26 July 2021
INDEPENDENT REVIEW REPORT TO VIVO ENERGY PLC
Report on the interim condensed consolidated financial statements
Our conclusion
We have reviewed Vivo Energy plc's interim condensed consolidated financial statements (the "interim financial statements") in the Interim Report of Vivo Energy plc for the 6-month period ended 30 June 2021 (the "period").
Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting', and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
● the consolidated interim statement of financial position as at 30 June 2021;
● the consolidated interim statement of comprehensive income for the period then ended;
● the consolidated interim statement of cash flows for the period then ended;
● the consolidated interim statement of changes in equity for the period then ended; and
● the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Report of Vivo Energy plc have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting', and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the Directors
The Interim Report, including the interim financial statements, is the responsibility of, and has been approved by the Directors. The Directors are responsible for preparing the Interim Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. Our responsibility is to express a conclusion on the interim financial statements in the Interim Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
26 July 2021
Related Shares:
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