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Full Year Results 2012

21st Mar 2013 07:00

RNS Number : 5080A
APR Energy PLC
21 March 2013
 



 

For Immediate Release 21 March 2013

 

APR Energy plc

 

Full Year Results 2012

 

Strong Performance and Growth in 2012.

Growing Order Book and New Contract Wins Drive Further Progress.

 

APR Energy plc (LSE: APR) (the "Company" and together with its subsidiaries, "APR Energy" or the "Group"), a global leader in fast-track power solutions, today announces its results for the year ended 31 December 2012.

The Group also is providing pro forma financial data for the twelve-month period from 1 January 2011 to 31 December 2011 to aid in historical comparative analysis. Pro forma financial data is used by the Group in managing the business and measuring the Group's underlying performance and cash flows.

Revised

Reported

Reported(1)

Pro forma(2)

Pro forma(2)

12 mths

14 mths

12 mths

12 mths

ended

ended

ended

ended

$m

31 Dec 12

31 Dec 11

31 Dec 12

31 Dec 11

Change

Revenue

265.7

164.6

265.7

212.8

25%

Operating profit/(loss)

9.2

(17.5)

67.2

60.6

11%

(Loss)/profit before taxation

(4.9)

(33.0)

63.3

57.3

10%

Net (loss)/income

(14.9)

(42.7)

53.2

40.4

32%

Earnings per share (cents)

(19.09)

(73.05)

68.06

51.65

32%

Pro forma EBITDA

-

-

157.0

110.6

42%

Pro forma EBITDA margin (%)

-

-

59.1

52.0

710bps

HIGHLIGHTS

·; Pro forma revenues up 25% to $265.7 million

·; Pro forma net income up 32% to $53.2 million

·; Pro forma EBITDA up 42% to $157.0 million

·; Pro forma EBITDA margin up to 59% from 52%

·; 2012 contract wins of 569MW and contract extensions of 724MW

·; Fleet at year end 1,311MW up 46% year on year

·; Order backlog of 11,592MW-Months, up 80% year on year

o Order backlog of 14,651MW-Months as of 15 March 2013

·; Global hub strategy completed during 2012

·; Strong start to 2013 with 281MW of new business and 80MW of contract extensions

·; Total dividend remains at 10 pence per share

·; Fleet capex raised to $225 million reflecting confidence in market dynamics

 

(1) Reported figures for 2011 cover the fourteen-month period from 1 November 2010 to 31 December 2011, and include the trading results of APR Energy Cayman Limited and Falconbridge Services LLC and their subsidiaries (together, the "APR Group") post the date of acquisition on 13 June 2011.

(2) Pro forma figures for 2012 cover the twelve-month period ended 31 December 2012 for APR Energy and exclude the non-cash expense for amortisation of intangible assets ($58.0 million) and founder shares and securities revaluation ($10.2 million). Pro forma figures for 2011 cover the twelve-month period ended 31 December 2011 for the APR Group, and include items of income and expense of APR Energy plc and APR Energy Holdings Limited post the date of acquisition on 13 June 2011. Figures exclude one-time transaction costs ($30.7 million), non-cash expense for amortisation of intangible assets ($46.7 million), and founder shares and securities revaluation ($27.7 million). Pro forma net income also excludes a pre-acquisition foreign exchange gain ($9.9 million).

 

John Campion, Chief Executive Officer, said: "I am delighted to report the substantial and sustained progress that APR Energy has made during 2012, supported by the 569MW of new contracts and 724MW of contract extensions won during the year. This included a 300MW contract award in Uruguay for our dual-fuel turbine technology, along with further penetration in our key markets of Latin America, Middle East, Africa, and South East Asia.

As of 31 December 2012, the Group had a fleet of 1,311MW, a growth of 46 per cent over the year, and an order book of 11,592MW-Months, an increase of 80 per cent over the year. APR Energy has now completed over 1.5GW of power projects since its inception in 2003. In addition, during the year we completed the roll out of our hub strategy giving the Company an infrastructure platform from which to deliver further growth in the medium term.

Since the year end, APR Energy has secured 281MW of new contracts and 80MW of extensions. The recent 250MW contract win in Libya confirms the structural demand for dual-fuel turbines, for which we are well positioned as one of the world's largest providers. The current order book stands at 14,651 MW-months, up 26 per cent from 31 Dec 2012, and translates into revenue visibility through the end of 2014.

In addition, we have significantly improved EBITDA margins, reflecting the discipline with which we have taken on new business and improvements in our operational structure and mobilisation technologies.

APR Energy remains confident in the structural growth trends within the temporary power market and, specifically, in the application of mobile dual-fuel turbine technology, which is driving a strong commercial pipeline. The Group is focused on making additional operational improvements during 2013 and, in particular, on increasing utilisation in our diesel fleet. We expect to continue to make good progress in 2013 and deliver improved margin performance over the medium term."

Enquiries:

APR Energy plc

Brian Gallagher +44 (0) 20 3427 3747 / +44 (0) 7775 906 075

Citigate Dewe Rogerson Consultancy

Anthony Carlisle +44 (0) 20 7638 9571 / +44 (0) 7973 611 888

Analyst Conference

There will be an analyst conference this morning at 8.30 am GMT at the offices of JP Morgan Cazenove, Holborn Bars, 138-142 Holborn, London, EC1N 2NQ. A webcast will be available on the APR Energy website, www.aprenergy.com.

 

About APR Energy

APR Energy specialises in the sale of reliable and efficient electricity through the rapid global deployment of customised, turnkey power solutions. APR's fast-track approach, flexible offerings, and comprehensive operation and maintenance services have established it as a leader in the utility and industrial segments. APR Energy provides its power generation solutions to customers and communities around the world, with an emphasis in Africa, South America, Central America, the Middle East, and Asia. APR Energy also implements philanthropic initiatives at each plant location through its Community Development Programme, which aims to build and maintain close relationships in the areas in which it works through projects and donations in health and education.

Certain statements included in this announcement constitute, or may constitute, forward-looking statements. Any statement in this announcement that is not a statement of historical fact (including, without limitation, statements regarding the Company's future expectations, operations, financial performance, financial condition and business) is or may be a forward-looking statement. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected or implied in any forward-looking statement. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. Although any such forward-looking statements reflect knowledge and information available at the date of this announcement, reliance should not be placed on them. Without limitation to the foregoing, nothing in this announcement should be construed as a profit forecast.

-End-

 

CHAIRMAN'S STATEMENT

INDUSTRY INNOVATION. PROVEN PERFORMANCE

It is a pleasure to report on the growth and performance of APR Energy for the year ended 31 December 2012. We are pleased with the results achieved in 2012, and believe our progress during the year has positioned us well to deliver sustainable growth into 2013 and beyond.

Performance

The reported figures for APR Energy cover a twelve-month period to 31 December 2012 (prior period fourteen-months to 31 December 2011). The Group reported a solid performance for 2012. The statutory results for the enlarged group show revenue of $265.7 million, up 61 per cent over 2011 ($164.6 million), and an operating profit of $9.2 million (2011 operating loss: $17.5 million) after the amortisation of intangible assets ($58.0 million).

 

However, on a pro forma basis, the results of APR Energy (year ending 31 December 2012 and adjusted for exceptional items) show strong growth with revenue up 25 per cent over 2011 ($212.8), operating profit up 11 per cent to $67.2 million, and net profit of $53.2 million (2011: $40.4 million), up 32 per cent. This growth was fuelled by record contract wins of 569MW and contract renewals of 724MW. Our order book, expressed as MW-Months, grew steadily through the year to record an impressive rate of 80 per cent growth year-on-year as at 31 December 2012.

 

Given the impact of intangible amortisation and founder shares, the Group reported a basic loss per share of 19.09 cents. This compares to a loss per share of 73.05 cents in 2011.

The Group had gross debt of $205 million (2011: $nil) (excluding capitalised finance costs of $5.5 million (2011: $3.7 million)) at the year end. Cash and cash equivalents on the balance sheet as of 31 December 2012 was $21.0 million (2011: $63.1 million), resulting in net debt of $184 million (2011: net cash of $63.1 million). With a credit facility of $400 million and the organic cash generation of the business, we believe there is sufficient liquidity to finance growth.

 

Positioning for our futureDuring 2012, APR Energy has expanded its global footprint, opened regional hubs, increased its fleet size substantially, and maintained its pro forma EBITDA margins. We have won a significant number of new contracts and extended existing contracts, further strengthened our management team, and continued our structured marketing and investment programmes.

We opened three regional hubs during the year, Panama in February, the UAE (Dubai) in March, and Malaysia in September. The hubs further expand our global reach, improve operational efficiency, and allow us to deploy equipment faster and more efficiently in addressing regional opportunities and customers in need. We have already derived benefits from the hub strategy, with new business being generated and supported in each of our key regions. In addition, we have realigned our business development resources to help ensure dedicated focus on our priority markets in support of this strategy.

 

Our technology has enabled us to take leadership in reliability, flexibility, fuel efficiency, and emissions control. Our global strategic partnerships with Caterpillar Inc. and Pratt & Whitney Power Systems (PWPS) remain strong and provide us with reliable, state-of-the-art technology. In December, Mitsubishi Heavy Industries signed an agreement with United Technologies Corporation to acquire PWPS, subject to regulatory approval. APR Energy's previous exclusive agreement with PWPS remains unchanged. The partnership continues to grant APR Energy exclusivity in the rental power market with PWPS' mobile dual-fuel turbines, helping the Group take leadership as one of the largest providers of mobile gas turbine technology in the world.

We invested over $300 million in our fleet in 2012, bringing total generation capacity to 1,311MW, up 45 per cent over 31 December 2011 (900MW). This investment includes the acquisition of additional dual-fuel turbines and diesel and gas power modules. Having a readily available fleet enables us to better take advantage of opportunities when and where they occur. Additionally, by offering our customers a broader choice of technology to meet their needs, we are able to expand the playing field of opportunity, and provide solutions that go beyond the temporary power and rental power markets to bridge customers to longer-term solutions.

 

We also made significant strides in our operational execution and efficiency. Through implementation of our new proprietary modular building system, we can deliver scalable, fast-track power even faster than before-with installation as fast as 30 days or less. For example, we were able to install 120MW in Cyprus within 20 days of the arrival of the equipment on site. This patent pending system has enabled us to reduce installation and labour costs, driving significant margin improvements.

 

Together, these strategic initiatives, investments and accomplishments executed over the course of the year have put APR Energy in a strong position for growth in 2013 and beyond.

Dividend

At the upcoming Annual General Meeting on 14 May 2013, the Board will recommend to shareholders that a resolution is passed to approve payment of a final dividend for the year ended 31 December 2012 of 6.7 pence per share (2011: 10.0 pence per share), payable on 28 May 2013 to shareholders on the register at 3 May 2013. The ex-dividend date will be 1 May 2013. The Board will continue to maintain a regular review of its dividend policy and reiterates its intention to pay an annual dividend, with a total dividend pay-out of 10.0 pence per share for 2012 (2011: 10.0 pence per share).

 

Board of DirectorsAPR Energy's board is active in the supervision of the Group's strategy and execution and in developing a high level of corporate governance. It provides a mix of skills and experience, which match APR Energy's areas of strategic focus and growth. In July 2012, we welcomed a new addition to the Board, Shonaid Jemmett-Page, as Independent Non-Executive Director and Chair of the Audit Committee. The wealth of experience she brings in corporate finance, together with wide familiarity with Asia and developing countries, makes her a complementary addition that further strengthens our Board. Ms. Jemmett-Page is also Independent Non-Executive Director at Amlin PLC, GKN PLC, and Close Brothers PLC, Director at Greencoat UK Wind PLC, and Vice Chairman and Non-Executive Director of Origo Partners PLC.

Premium ListingThe Company continues to be engaged on the work to prepare for a premium listing and we look forward to advising the market on timing in due course.

 

Outlook

The structural dynamics of the fast-track power market bode well for the continued growth of APR Energy in 2013. We continue to see strong demand for power solutions in Africa, Latin America, Middle East, and South East Asia, with on-going discussions on a number of opportunities driving a strong commercial pipeline that spans across our portfolio of technologies and geographic regions.

 

The momentum of the business exiting 2012 has already carried into 2013 with the signing of the contract in Indonesia, giving us entry into one of the largest temporary power markets, and Guatemala, strengthening our presence in the lucrative industrial/extractive industry segment. The establishment of our regional hubs gives us further entry into priority markets in South East Asia, Africa, the Middle East, and Latin America.

 

We remain excited about the outlook for dual-fuel turbines. As demonstrated with the 200MW win and 100MW extension in Uruguay in December, as well as the 250MW win in Libya in March of this year, these units have proven to be a viable and attractive technology for large utilities wanting a more reliable, emissions-friendly, and power-dense alternative to diesel and gas reciprocating engine technology.

 

At this early stage of our 2013 financial year, APR Energy anticipates fleet capital expenditure of approximately $225 million in 2013 for further expansion of our dual-fuel turbine fleet and associated infrastructure. The Group is focused on making additional operational improvements during 2013 and, in particular, on increasing utilisation in our diesel fleet.

 

Given the strength of our current order book and commercial pipeline of demand, a strong regional presence through our global hub network, improved margin performance, and APR Energy's continued focus on disciplined execution, we expect that 2013 will be another year of strong growth and expect to make continued progress on our strategic objectives.

 

In conclusion, 2012 has been a successful year for APR Energy. Our advancement upon our strategic objectives and expansion of our global footprint has positioned us well to continue this success. These results are due to the tireless efforts of the Group's management and employees. On behalf of the Board, I sincerely thank each and every one of them. Without their commitment, dedication, and hard work during the year, none of these achievements would have been possible.

 

 

Mike Fairey

Chairman

20 March 2013

 

 

CHIEF EXECUTIVE OFFICER'S REPORT

2012 AND BEYOND

 

2012 was a successful year for APR Energy, and we are pleased with the progress made across all areas of our business. We delivered another solid performance, and continued to execute our core strategies.

During the year, APR Energy achieved a number of key milestones and accomplishments. We opened new hubs in three of our highest priority regions, and expanded our base of skilled people around the world. We signed a number of large-scale contracts around the globe, including Uruguay (300MW in total) and Cyprus (120MW), and expanded our footprint in the strategically important regions of Africa, Middle East, and Latin America. We shortened the mobilisation and installation time to execute new projects, while making significant improvements on cost and operational efficiency. We grew our fleet by 46 per cent, and further strengthened our key strategic partnerships with Caterpillar and PWPS.

Through major projects we have undertaken in Uruguay, Japan, and Martinique, we showed that mobile turbine technology does and will play an important role in the growth of the fast-track power solutions market as customers look for reliable technology with greater power-density and emissions control. We have also seen that, by employing technologies offering the latest advancements in fuel efficiency, we can reduce significantly the total operating cost for the customer over the use of older, dated equipment. This advantage has helped us win projects over the course of the year.

Overall, APR Energy has made strong progress in its first full year following the acquisition of the APR Group in 2011 as a publicly listed company on the London Stock Exchange. Our accomplishments in 2012, together with a stronger balance sheet and a $400 million credit facility, have positioned us well for further penetration in our key markets and for continued success.

 

Review of Trading

The statutory trading information provided in this report covers a twelve-month period from 1 January 2012 to 31 December 2012. To provide greater clarity on operational performance, we have also included pro forma trading results of the Group for both 2012 and 2011, which in the view of the Directors more accurately reflects the way in which they manage and measure the performance of the business.

APR Energy had solid growth in 2012. Reported revenues totalled $265.7 million. On a pro forma basis, this represented a growth of 25 per cent over 2011 ($212.8 million). Driving this growth were new order intake of 569MW and contract extensions of 724MW.

Reported gross profit was $42.8 million, which includes the impact of $58.0 million of non-cash expense for intangible asset amortisation. On a pro forma basis, gross profit totalled $100.8 million, up 13 per cent from $89.1 million in 2011. The pro forma gross profit margin was 38 per cent compared to 42 per cent in 2011. This reduction reflects the higher depreciation charge in 2012, offset by proportionally lower direct costs over the prior year. We expect underlying future gross profit margin to improve, reflecting operating efficiencies from scaling of the business, the impact of larger-scale projects, and the implementation of our patent pending modular building system.

The Group reported an operating profit of $9.2 million in the year due to the impact of non-cash expenses for the amortisation of acquired intangible assets in the year. On a pro forma basis however, the operating profit totalled $67.2 million, up 11 per cent year on year. Pro forma net profit was $53.2 million, up 32 per cent from $40.4 million in 2011.

Pro forma EBITDA increased 42 per cent from $110.6 million in 2011 to $157.0 million in 2012 as a result of the overall growth in the business. Pro forma EBITDA margin was 59 per cent (2011: 52 per cent).

Capital expenditure on new fleet for the twelve-month period ending 31 December 2012 was $316.5 million, compared to $298.5 million in the same period last year. The growth in fleet to a total of 1,311MW was the result of investment to support new project wins and to build out deployable capacity in our regional hub structure. The fleet investment included diesel and gas reciprocating engines and dual-fuel turbines.

 

Operational Progress

To ensure we stay well positioned to meet the challenges of our market and customers, we enacted the following initiatives to drive success in 2012 and beyond.

·; APR Energy fleet capacity and utilisation

To address pipeline growth and emerging opportunities, APR Energy grew its power generation capacity to 1,311MW, up 46 per cent over 2011. This investment included diesel and gas reciprocating engines, as well as dual-fuel turbines. The fleet composition at year end was 63 per cent diesel reciprocating engines, 8 per cent gas reciprocating engines, and 29 per cent turbine technology. The rapid growth in the fleet and timing of new projects coming on line impacted fleet utilisation. At the end of the year, contracted fleet utilisation was in the mid 60 per cent range (2011: low 80 per cent range).

·; Investment in dual-fuel turbines 

The Group has continued to differentiate itself by offering a broad choice of technologies in its fleet, with a particular strategic focus on dual-fuel turbines. This approach has already proven itself, as seen with the placement of 300MW of our turbines in Uruguay. We are now one of the largest providers of mobile turbines in the world. Our units are capable of producing up to 25MW of power, the equivalent of some 15-25 diesel/gas reciprocating generators. Their small footprint-to-megawatt ratio radically improves the speed and logistics of transport, while their advanced turbine technology provides greater reliability, requires much less maintenance, and produces significantly less emissions than their reciprocating engine counterparts. The fuel flexibility of the turbine provides an additional advantage for the customer, with the ability to switch quickly between diesel and natural gas depending on customer needs or preference. Where gas is available to a customer, it can significantly reduce the generating costs of electricity, as well as cut emissions substantially.

·; Increased regional presence in priority markets

In 2012, we opened three regional hubs: Panama in February, the UAE (Dubai) in March, and Malaysia in September. The hubs afford us significant improvements in our response time to customer need and emerging opportunities, as well as serve as a base for expanding regional commercial and sourcing activities. By staging inventory of generating equipment closer to the customer in the hub locations, we are able to deploy projects rapidly and cost-effectively. The hub strategy has already made an impact, playing a key role in generating and supporting new business in Latin America, the Middle East, and South East Asia. Together with this strategy, we have realigned our business development resources to ensure a greater on-shore presence in our priority markets.

·; Introduction of our Modular Building System

APR Energy introduced an innovative new proprietary modular building system in 2012 that has had a profoundly positive impact on our operational efficiency. Culminating from many months of planning, research, and development, this modular building system significantly improves mobilisation and installation time, while significantly reducing labour and installation costs. First introduced during our installation in Cyprus, we were able to install a 120MW plant within 20 days of the equipment arriving on site, a significant improvement over installation time of our past projects. The modular approach also packages all equipment in standard ISO shipping containers, simplifying logistics and saving in shipping costs. Scalable and customisable, the system can be expanded to build plants of 300MW or more. APR Energy has a patent pending on the system.

·; Strategic partnerships

Our global strategic partnerships with Caterpillar and with PWPS, continue to provide us with reliable, state-of-the-art technology, around the clock support across the globe, and beneficial pricing. The Caterpillar agreement has a five-year term and covers both diesel and gas reciprocating engine technologies, as well as aftermarket support and sales/marketing collaboration. Our exclusive partnership with PWPS, also a five year agreement, grants us exclusive worldwide rights within the power rental market to offer their dual-fuel turbines. This agreement will remain unchanged with Mitsubishi Heavy Industries' recent acquisition of PWPS from United Technologies Corporation. Both partnerships continue to generate new leads and business opportunities.

 

Our People

Our people are the key to APR Energy's success. It is due to their hard work, passion, and dedication that we were able to achieve the strong results we enjoyed in 2012. During the year, we continued to grow and develop our global base of highly skilled professionals. We have made sizeable investments within our accounting and finance function, strengthening the skills and experience of our team, and driving significant improvement across processes, reporting, and analytical systems. We also strengthened skills in a number of other key functions around the globe, including engineering, supply chain, information technology, business development, marketing, legal, and human resources.

In 2012, we introduced our corporate core values: Speed, Integrity, Entrepreneurial Spirit, Teamwork, Mutual Respect, and Stewardship. Our employees live and demonstrate our values every day, helping to make APR Energy a productive and positive place to work.

 

Our Communities

Our brand promise, Powering Your Progress®, means more than just providing a reliable source of power. We help our communities grow by hiring within their local workforce and providing valuable skills training. In addition, through our Community Development Programme, APR Energy and our people provide significant contributions, including volunteer time, to serve local education and healthcare causes. During 2012, we supported community development causes in a number of the regions where we operate, including Senegal, Peru, Cyprus, Argentina, and the USA. Through these activities, we are able to integrate with and become part of our local communities, building positive relationships and helping them prosper.

 

Current Trading and Outlook

We exited 2012 strongly with the signing of an additional 200MW dual-fuel turbine plant in Uruguay, together with a 100MW extension of our existing plant in the country. This momentum has continued into 2013, with the signing of three new contracts in Libya, Guatemala, and Indonesia, along with extensions of existing contracts in Senegal and Gabon. These new awards and extensions, equalling 361MW, represent further development into strategically important sectors for the Group.

 

The Indonesia project gives us a foothold in one of the largest temporary power markets in the world, and follows the opening of our Malaysia hub in the fall of 2012. The Guatemala project further broadens our market penetration into the extractive industry segment, and helps the Group to diversify further our global customer base. The Libya win represents the largest single contract in APR Energy history, and further expands our presence in the Middle East / North Africa (MENA) region. Contract renewals remain an important part of our business, and reflect our customers' satisfaction with both the service we provide and our flexibility to meet their on-going and changing needs.

 

We continue to see strong demand for power solutions in Africa, Latin America, Middle East, and South East Asia, with on-going discussions on a number of opportunities driving a strong commercial pipeline. With this demand, our order book at 31 December 2012 now stands at over 11,592MW-Months, reflecting an 80 per cent growth rate year-on-year.

 

At this early stage of our 2013 financial year, the Group anticipates fleet capital expenditure of approximately $225 million for further expansion of its dual-fuel turbine fleet and associated infrastructure. The Group is focused on making additional operational improvements during 2013 and, in particular, on increasing utilisation in our diesel fleet.

 

We expect to continue to make good progress in 2013. APR Energy remains confident in the structural growth trends within the temporary power market and, specifically, in the application of mobile dual-fuel turbine technology.

 

 

John Campion

Chief Executive Officer

20 March 2013

 

FINANCIAL REVIEW

 

Reported

12 mths ended

31 Dec 12

Revised Reported

14 mths

ended

31 Dec 11

 

Pro forma

12 mths

ended

31 Dec 12

 

Pro forma

12 mths

ended

31 Dec 11

$'000

$'000

$'000

$'000

(Audited)

(Audited)

(Unaudited)

(Unaudited)

Revenue

265,734

164,617

265,734

212,777

Cost of sales

(164,986)

(91,376)

(164,986)

(123,663)

Amortisation of intangible assets

(57,976)

(46,713)

-

-

Gross profit

42,772

26,528

100,748

89,114

Selling, general and administrative expenses

(33,527)

(44,022)

(33,527)

(28,554)

Operating profit/(loss)

9,245

(17,494)

67,221

60,560

Founder shares and securities revaluation

(10,200)

(27,678)

-

-

Foreign exchange gain

389

9,961

389

41

Finance income

333

4,810

333

644

Finance costs

(4,620)

(2,567)

(4,620)

(3,991)

(Loss)/profit before taxation

(4,853)

(32,968)

63,323

57,254

Taxation

(10,081)

(9,686)

(10,081)

(16,847)

(Loss)/profit for the period

(14,934)

(42,654)

53,242

40,407

Total comprehensive (loss)/profit for the period

(14,934)

(42,654)

53,242

40,407

During the year APR Energy finalised the provisional fair value of identifiable assets and liabilities of the APR Group in accordance with IFRS 3 Business Combinations. These revisions are made retrospectively to the acquisition balance sheet as of 13 June 2011 of the APR Group and APR Energy has therefore revised the prior year comparatives accordingly.

 

Pro Forma Financial Results and Performance Review

On 13 June 2011, APR Energy, through its subsidiary APR Energy Holdings Limited, acquired the entire issued share capital of APR Energy Cayman Limited and all of the membership interests of Falconbridge Services, LLC (these together, the "APR Group") (the "Acquisition").

To provide investors with greater clarity on the performance of the APR Group, pro-forma unaudited financial information has been prepared to show the results of the APR Group for the twelve-months ended 31 December 2012 and 2011 respectively. The pro forma unaudited financial information has been prepared on an adjusted basis as follows:

Revenue

Operating profit

Net income

$m

$m

$m

12 month statutory results to 31 December 2012

265.7

9.2

(14.9)

Amortisation of acquired intangible assets

-

58.0

58.0

Founder shares and securities revaluation

-

-

10.2

12 month pro forma results to 31 December 2012

265.7

67.2

53.2

 

 

Revenue

Operating profit

Net income

$m

$m

$m

14 month statutory results to 31 December 2011 - revised

164.6

(17.5)

(42.7)

APR Group pre-acquisition date activity

48.2

(0.2)

(8.8)

Horizon pre-acquisition date activity

-

0.9

(3.3)

Amortisation of acquired intangible assets

-

46.7

46.7

Transaction costs

-

30.7

30.7

Founder shares and securities revaluation

-

-

27.7

Foreign exchange gain on GBP sterling cash balances held

-

-

(9.9)

12 month pro forma results to 31 December 2011 - revised

212.8

60.6

40.4

 

 

Pro forma revenue for the twelve-month period ended 31 December 2012 was $265.7 million, an increase of 25 per cent over the same period last year. The increase in revenue was primarily driven by new contract wins that went into operation in 2012, as well as contract extensions.

Operating profit on a pro forma basis increased 11 per cent to $67.2 million. This percentage increase was less than that for revenue due to a higher depreciation charge in 2012, offset by proportionally lower direct costs and administrative expenses over the prior year. This depreciation charge reflects the capital expenditure on new fleet during the year and in the second half of 2011. Pro forma net interest expense increased to $4.3 million (2011: $3.3 million) as the Group drew down debt to purchase fleet expenditures.

The 2012 tax charge on a pro forma basis was $10.1 million (2011: $16.8 million), reflecting an effective tax rate of 16 per cent (2011: 29 per cent). The significant reduction in the effective tax rate from the prior period is a result of a reduction in withholding taxes and an increased share of profit from lower tax jurisdictions.

Pro forma EBITDA totalled $157.0 million, an increase of 42 per cent over the prior year (2011: $110.6 million). Pro forma EBITDA margin was 59 per cent (2011: 52 per cent).

Capital expenditures on new fleet for the twelve-month period ending 31 December 2012 were $316.5 million, up from $298.5 million in 2011. The continued capital investment represented fleet investment and build out of inventory for the regional hub infrastructure.

Return on Capital Employed (ROCE) is a key performance metric for the business. Given the significant increase in net operating assets associated with the growth of the business, the ROCE (on a pro forma basis) decreased to 11.0 per cent (2011: 16.5 per cent).

Reconciliation of pro forma operating profit to pro forma EBITDA:

 

Pro forma

12 mths

ended

31 Dec 12

 

Pro forma

12 mths

ended

31 Dec 11

$'000

$'000

Operating profit

67,221

60,560

Depreciation

86,303

48,677

Equity-settled share-based payment expense

3,436

1,362

Pro forma EBITDA

156,960

110,599

 

Statutory Financial Results and Performance Review

The statutory results for APR Energy for the period ended 31 December 2012 cover a twelve-month period (2011: fourteen-month period ended 31 December 2011).

 

Revenue

Revenue for the year ended 31 December 2012 was $265.7 million (2011: $164.6 million).

 

Operating profit

The reported operating profit was $9.2 million, compared to a loss in the prior year of $17.5 million. This improved profitability was mainly as a result of increased revenues in 2012 and the impact of several one-off items recorded in 2011; however, a loss was reported due to the impact of the amortisation of intangible assets.

 

Amortisation of intangible assets

As a result of the Acquisition, the Group completed a fair value analysis of tangible and intangible assets. This analysis recognised intangible assets of $144.2 million. Included in the operating profit is a total of $58.0 million of amortisation expense related to those intangible assets. The amortisation expense includes $56.5 million associated with acquired customer contracts and $1.5 million of amortisation of the trade name. The amortisation related to the customer contracts is expensed over the remaining terms of the contracts (as of 13 June 2011). The amortisation of the trade name is being expensed over 25 years.

 

Provision for bad debt

The Group evaluates the collectability of receivables on a case-by-case basis depending on the customer's ability to pay. The Group has recognised an allowance for doubtful debts against trade receivables which are 90 days or older based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty's current financial position. There was a net credit for bad debts of $1.5 million in the period (2011: $1.9 million expense), reflecting the collection of debts outstanding from one customer, which had previously been assessed as at risk in 2011.

 

Share-based payments

In accordance with IFRS 2, a non-cash charge of $3.4 million was recognised related to equity-settled share-based payment transactions in the year ended 31 December 2012 (2011: $1.4 million). This expense relates to equity grants made under the Company's Performance Share Plans and the Non-Executive Directors' share matching scheme.

 

Foreign exchange gain

There was a small foreign exchange gain of $0.4 million made in the year (2011: $10.0 million).

 

Interest and finance cost

Net interest expense for the year ended 31 December 2012 was $4.3 million (2011 net interest income: $2.2 million), reflecting drawings made on the credit facility as part of the purchase of fleet capital expenditure.

 

Taxation

The Group's reported tax charge for the year was $10.1 million (2011: $9.7 million). The charge primarily comprises withholding taxes of $4.8 million (2011: $5.5 million) and foreign income taxes in overseas jurisdictions of $6.7 million ($4.2 million). The significant reduction in the tax charge from the prior period is a result of a reduction in withholding taxes and an increased share of profit from lower tax jurisdictions.

 

Loss per share

Basic loss per share was 19.09 cents for the reported period (2011: 73.05 cents).

 

Liquidity and capital resources

Net debt (excluding capitalised finance fees of $5.5 million) as at 31 December 2012 was $184.0 million (2011: net cash of $63.1 million). This reflects the Group's continued investment in its fleet and is consistent with the Group strategy. A summary analysis of cash flows is set out in the table below.

 

Revised*

Year

14 months

ended

ended

31 December

31 December

2012

2011

$'000

$'000

Net cash from operating activities

117,292

43,704

Net cash used in investing activities

(347,120)

(540,930)

Net cash from/(used in) financing activities

187,812

(85,253)

Net decrease in cash and cash equivalents

(42,016)

(582,479)

Cash and cash equivalents at beginning of the period

63,061

645,540

Cash and cash equivalents at end of the period

21,045

63,061

 

 

During the period, net cash flow from operating activities totalled $117.3 million (2011: $43.7 million). Cash flow from investing activities primarily comprised the purchases of property and equipment and was lower in 2012 than 2011 as a result of the net cash out flow associated with the APR Group acquisition of $329.1 million. Cash from financing activities included $219.5 million of debt draw-downs. The cash balance at year end was maintained at a level commensurate with the month ahead forecasted cash flows, plus leaving a sufficient amount of cash on hand to cover any eventualities, to minimise borrowing costs.

Treasury policies and risk management

The Group's activities give rise to a number of financial risks, particularly market risk comprised of foreign exchange and interest rate risk, credit risk, liquidity risk, and capital risk management.

 

Market risk

Market risk includes foreign exchange risk and interest rate risk. The Group seeks to manage these risks to acceptable levels by maintaining appropriate policies and procedures. In its determination to enter into a contract, the Group will carry out a risk assessment and determine the appropriate risk mitigations strategies. Market risk also includes the risk that cash derived from income for services fulfilled under contract terms will become restricted and not available for use in the on-going activities of the business.

 

Foreign exchange risk

The Group has an exposure to transactional foreign exchange from purchases or sales in currencies other than US dollars. In order to minimise exposure to foreign exchange risk, the Group primarily contracts in US dollars or in contracts with a price based on US dollars at the date of transaction or payment if possible. In some cases, the Group transacts in local currencies when purchasing materials and supplies for project operations.

 

In limited circumstances, the Group may use derivative instruments to economically hedge against foreign exchange risk. Any hedges are limited in duration and correspond to the applicable contract payments or receipts to which the derivatives are associated.

 

Interest rate risk

The Group is primarily exposed to interest rate risk on its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. When applicable, the Group may elect to hedge interest rate risk associated with debt or borrowings under the credit facility by purchasing derivative instruments. As at 31 December 2012 and 2011 there were no interest rate hedges in place.

 

Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as exposures to outstanding receivables from customers. Due to the nature of the Group's business in emerging markets, management believes the most significant of these to be exposures to outstanding receivables from customers.

 

To minimise the risk of a significant impact on the business due to a customer defaulting on its commitments, the Group closely monitors trade receivables. In addition, the Group utilises letters of credit, contract insurance policies and up front deposits to mitigate this risk.

 

Liquidity risk

Liquidity risk results from insufficient funding being available to meet the Group's funding requirements as they arise. The Group manages liquidity risk by maintaining adequate reserves of cash and available committed facilities to meet the Group's short and long-term funding requirements. The Group monitors the short-term forecast and actual cash flows on a daily basis and medium and long-term requirements in line with the Group's long-term planning processes.

 

In 2011, the Group entered into a committed, secured credit facility of $400 million with a group of international banks.

 

Going concern

The Group has significant forecast expenditure on dual-fuel turbines within the next twelve months. As highlighted in note 8, the Group meets these investment requirements through the secured credit facility of $400 million with a group of international banks, the terms of which are described in note 8.

 

In order to ensure it remains within the terms of this facility (including covenant requirements) the Group regularly produces cash flow statements, and forecasts and sensitivities are run for different scenarios including, but not limited to, changes to contract start dates, pricing and expected contract duration. In the event of unexpected adverse changes to the Group's cash flows, the Directors are confident that the Group could manage its financial affairs, including the securing of additional financing, portfolio management and deferring of non-essential capital expenditure, so as to ensure that sufficient funding remains available for the next twelve months.

 

Accordingly, notwithstanding the above uncertainties, the Directors believe that the Group's forecasts and projections, taking account of reasonably possible changes in assumptions, show that the Group will be able to operate within the terms of its current facility for the foreseeable future, being twelve months from the date of this report.

 

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and consolidated financial statements.

 

Dividends proposed

At the upcoming Annual General Meeting on 14 May 2013, the Board will recommend to shareholders that a resolution is passed to approve payment of a final dividend for the year ended 31 December 2012 of 6.7 pence per share (2011: 10.0 pence per share), payable on 28 May 2013 to shareholders on the register at 3 May 2013. The ex-dividend date will be 1 May 2013.

 

Responsibility statement of the Directors on the Annual Report

The responsibility statement below has been prepared in connection with the Company's full Annual Report for the year ending 31 December 2012. Certain parts thereof are not included within this announcement.

 

We confirm to the best of our knowledge:

 

·; The financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

 

·; The management report, which is incorporated into the Director's Report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

This responsibility statement was approved by the Board of Directors on 20 March 2013 and signed on its behalf by:

 

 

John Campion

Chief Executive Officer

20 March 2013

 

 

Condensed Consolidated Statement of Comprehensive Income

For the year ended 31 December 2012

 

 

Year ended

31 December

2012

Revised*

14 months

ended

31 December

2011

$'000

$'000

Note

Revenue

265,734

164,617

Cost of sales

(164,986)

(91,376)

Amortisation of intangible assets

(57,976)

(46,713)

Gross profit

42,772

26,528

Selling, general and administrative expenses

(33,527)

(44,022)

Operating profit/(loss)

9,245

(17,494)

Founder shares and securities revaluation

(10,200)

(27,678)

Foreign exchange gain

389

9,961

Finance income

333

4,810

Finance costs

(4,620)

(2,567)

Loss before taxation

(4,853)

(32,968)

Taxation

3

(10,081)

(9,686)

Loss for the period

(14,934)

(42,654)

Total comprehensive loss for the period

(14,934)

(42,654)

Loss per share

Basic loss per share - cents

4

(19.09)

(73.05)

Diluted loss per share - cents

4

(19.09)

(73.05)

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

 

Condensed Consolidated Statement of Financial Position

As at 31 December 2012

 

31 December

2012

Revised*

31 December

2011

$'000

$'000

Assets

Note

Non-current assets

Goodwill

5

547,069

547,069

Intangible assets

6

39,811

97,787

Property, plant and equipment

7

671,478

402,535

Capitalised financing costs

-

3,699

Deferred tax asset

407

1,221

Other non-current assets

5,409

2,865

Total non-current assets

1,264,174

1,055,176

Current assets

Derivative asset

38

2,258

Inventories

9,366

2,156

Trade and other receivables

53,974

40,673

Cash and cash equivalents

21,045

63,061

Deposits

24,839

27,666

Total current assets

109,262

135,814

Total assets

1,373,436

1,190,990

Liabilities

Current liabilities

Trade and other payables

28,927

31,844

Income tax payable

4,706

3,001

Deferred revenue

8,999

10,479

Derivative liability

342

-

Decommissioning provisions

12,213

17,902

Total current liabilities

55,187

63,226

Non-current liabilities

Derivative liability

15,161

4,961

Deferred tax liability

4,324

2,939

Borrowings

8

199,476

-

Decommissioning provisions

7,453

161

Total non-current liabilities

226,414

8,061

Total liabilities

281,601

71,287

Equity

Share capital

12,620

12,696

Share premium

668,128

668,128

Other reserves

485,854

485,775

Equity reserves

4,544

1,795

Accumulated losses

(79,311)

(48,691)

Total equity

1,091,835

1,119,703

Total liabilities and equity

1,373,436

1,190,990

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

 

Condensed Consolidated Statement of Changes in Equity

For the year ended 31 December 2012

Share

Share

Other

Equity

Accumulated

Total

capital

premium

reserves

reserves

losses

$'000

$'000

$'000

$'000

$'000

$'000

Balance at 1 November 2010

6,579

629,914

-

433

(6,037)

630,889

Loss for the period

-

-

-

-

(42,654)

(42,654)

Total comprehensive loss for the period

-

-

-

-

(42,654)

(42,654)

Issued share capital

6,117

15,336

-

-

-

21,453

Other reserves

-

-

485,775

-

-

485,775

Credit to share premium relating to Founder D securities**

-

22,878

-

-

-

22,878

Credit to equity for equity-settled share-based payment expense

-

-

-

1,362

-

1,362

Balance at 31 December 2011*

12,696

668,128

485,775

1,795

(48,691)

1,119,703

Loss for the year

-

-

-

-

(14,934)

(14,934)

Total comprehensive loss for the year

-

-

-

-

(14,934)

(14,934)

Issued share capital

3

-

-

(687)

687

3

Credit to equity for equity-settled share-based payment expense

-

-

-

3,436

-

3,436

Redemption of deferred shares

(79)

-

79

-

-

-

Dividends

-

-

-

-

(16,373)

(16,373)

Balance at 31 December 2012

12,620

668,128

485,854

4,544

(79,311)

1,091,835

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

** During the year the credit to accumulated losses relating to Founder D securities reported in 2011 was amended to be reflected in share premium. This did not impact either the comprehensive loss for the period as reported for the 14 month period to 31 December 2011 or total equity as at 31 December 2011.

 

Condensed Consolidated Cash Flow Statement

For the year ended 31 December 2012

 

 

Year ended

31 December

2012

Revised*

14 months

ended

31 December

2011

Note

$'000

$'000

Cash flows from operating activities

Loss for the period before taxation

(4,853)

(32,968)

Adjustments for:

Depreciation and amortisation

6,7

144,279

85,603

Loss on sale or disposal of fixed assets

7

418

1,012

Provision for bad debt

(1,490)

1,943

Equity-settled share-based payment expense

3,436

1,362

Founder shares and securities revaluation

10,200

27,678

Loss/(gain) on derivative instruments

2,562

(2,258)

Interest income

(333)

(4,810)

Interest expense

4,620

2,567

Movements in working capital:

Increase in trade and other receivables

(10,896)

(18,809)

Increase in inventories

(7,210)

(2,156)

Increase in other current and non-current assets

(3,602)

(2,248)

Decrease in trade and other payables

758

(8,404)

Settlement of decommissioning provisions

(9,376)

(593)

(Decrease)/increase in other liabilities

(1,480)

2,804

127,033

50,723

Interest paid

(3,229)

(2,224)

Interest received

333

4,810

Income taxes paid

(6,845)

(9,605)

Net cash from operating activities

117,292

43,704

Cash flows from investing activities

Purchases of property, plant and equipment

(351,006)

(195,802)

Decrease/(increase) in deposits

3,886

(16,044)

Acquisition of subsidiary (net of cash acquired)

9

-

(329,084)

Net cash used in investing activities

(347,120)

(540,930)

Cash flows from financing activities

Cash from borrowings

219,473

15,246

Repayment of borrowings

(14,473)

(96,816)

Dividends paid

10

(16,373)

-

Debt issuance costs

(818)

(3,762)

Proceeds from the issue of ordinary shares

3

-

Proceeds from the issue of deferred shares

-

79

Net cash from/(used in) financing activities

187,812

(85,253)

Net decrease in cash and cash equivalents

(42,016)

(582,479)

Cash and cash equivalents at beginning of the period

63,061

645,540

Cash and cash equivalents at end of the period

21,045

63,061

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

Included within cash and cash equivalents at 31 December 2012 is an amount of $4.8 million which backs a letter of credit and as such is classified as restricted cash (2011: $nil).

 

Notes to the Preliminary Financial Statements

For the year ended 31 December 2012

 

1. Basis of accounting and presentation of financial information

Whilst the financial information in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretation Committee (IFRIC) interpretations adopted for use by the European Union, with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and with the requirements of the United Kingdom Listing Authority (UKLA) Listing Rules, this announcement does not contain sufficient information to comply with IFRS. The Group will publish full financial statements that comply with IFRS in April 2013.

The financial information for the year ended 31 December 2012 does not constitute statutory accounts as defined in sections 435 (1) and (2) of the Companies Act 2006. Statutory accounts for the year ended 31 December 2011 have been delivered to the Registrar of Companies and those for 2012 will be delivered following the Company's annual general meeting. The auditor has reported on these accounts; their reports were unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis of matter and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The accounting policies applied are consistent with those adopted and disclosed in the Group's financial statements for the year ended 31 December 2011. There have been a number of amendments to accounting standards and new interpretations issued by the International Accounting Standards Board which were applicable from 1 January 2012; however these have not had a material impact on the accounting policies, methods of computation or presentation applied by the Group.

2. Geographical information

The Group's revenue from continuing operations from external customers by location of operations and information about its non-current assets (excluding any applicable deferred tax balances) by location of assets is detailed below.

Japan and Senegal revenues represent single individual customers which individually form more than 10% of total revenues. Of these revenues, there was $nil and $15.8 million of trade receivables outstanding at 31 December 2012 (2011: $nil and $14.1 million).

 Revenue by geographic location

 

 

Year ended

31 December

2012

Revised*

14 months

ended

31 December

2011

$'000

$'000

Japan

106,867

73,630

Senegal

43,361

17,805

South America

34,801

33,174

Africa

31,715

30,460

Caribbean

18,776

7,461

Uruguay

13,776

-

Europe

8,765

-

Middle East

7,135

-

Central America

538

2,087

265,734

164,617

 

 

 

31 December

Revised*

31 December

Non-current assets by geographical location

2012

2011

$'000

$'000

Europe

114,929

-

US

91,846

4,234

Japan

89,930

126,185

Senegal

81,059

99,669

Uruguay

72,522

-

Africa

60,643

20,431

Middle East

50,389

94

South America

43,745

45,686

Central America

19,174

9,121

Caribbean

16,410

19,234

Corporate and other

623,120

729,301

1,263,767

1,053,955

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

The corporate non-current assets primarily relate to the goodwill and intangible assets that arose on the date of acquisition.

3. Income and deferred taxes

The Group's tax expenses are summarised in the following tables:

 

 

Year ended

31 December 2012

Revised*

14 months ended

31 December 2011

$'000

$'000

Current tax

Current period

9,343

9,409

Capitalisation of 2011 intra-group lease charges

(1,211)

-

Prior period adjustments

(250)

-

7,882

9,409

Deferred tax

Current period

2,199

277

2,199

277

Total tax expense

10,081

9,686

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

 

The tax expense for the year can be reconciled to the accounting loss as follows:

 

 

Year ended

31 December 2012

Revised*

14 months ended

31 December 2011

$'000

$'000

Loss before tax on continuing operations

(4,853)

(32,968)

Tax at the Cayman Corporation tax rate of 0% (2011: 0%)

-

-

Withholding taxes

4,814

5,460

Effect of different tax rates of subsidiaries operating in other jurisdictions

6,728

4,226

Capitalisation of 2011 intra-group lease charges

(1,211)

-

Prior period adjustments

(250)

-

10,081

9,686

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

The Group is not taxable in certain jurisdictions where either the jurisdictions do not impose an income tax or the entity is treated as a flow-through entity for local country tax purposes. The difference between the statutory rate and the effective tax rate is a result of withholding taxes and taxes in foreign jurisdictions as shown above.

The structure of the Group generally results in each entity or branch operating within only one tax jurisdiction. In general, income tax is imposed on taxable income earned in the applicable tax jurisdiction. Withholding taxes are imposed based upon local country tax laws. In the jurisdictions where the Group operates, these taxes may be imposed on cross border payments to related parties. In general, withholding taxes are imposed on payments such as rents, dividends, and certain service payments or gross receipts from customers.

Deferred income taxes

The deferred tax assets and liabilities as of 31 December 2012 and 2011 respectively and the associated movements were as follows:

Revised*

31 December 2011

$'000

Credit/(charge) to the statement of comprehensive income

$'000

 

31 December 2012

$'000

Deferred tax assets

Lease equipment fees not paid

1,220

(1,220)

-

Holiday provision

1

(1)

-

Decommissioning provisions

-

162

162

Losses recognised

-

245

245

1,221

(814)

407

Deferred tax liabilities

Withholding taxes

(2,729)

(1,294)

(4,023)

Capital allowances in excess of depreciation

(210)

(91)

(301)

(2,939)

(1,385)

(4,324)

(1,718)

(2,199)

(3,917)

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

Losses carried forward that have not been recognised are $13.8 million (2011: $nil) due to a lack of future anticipated profits in that jurisdiction.

4. Loss per share

From continuing operations

The calculation of the basic and diluted loss per share is based on the following data:

 

Year ended

31 December

2012

Revised*

14 months

ended 31 December

2011

Loss for the purposes of basic and diluted loss per share being net loss attributable to the owners of the Company ($'000)

(14,934)

(42,654)

Weighted average number of ordinary shares for the purpose of basic and diluted loss per share1 (number of shares)

78,229,262

58,391,446

Loss per ordinary share

Basic and diluted loss per share (cents)

(19.09)

(73.05)

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

1Share options and Founder securities are considered anti-dilutive for the periods ended 31 December 2012 and 2011 as the inclusion of these securities would reduce the loss per share. Potentially dilutive ordinary shares for the period ended 31 December 2012 were nil (2011: nil). The Founder securities are also not considered to be potentially dilutive as the associated performance conditions had not been met at 31 December 2012 or 2011.

5. Goodwill

 

2012

Revised*

2011

$'000

$'000

Opening

547,069

-

Acquisition of subsidiary

-

547,069

Balance at 31 December

547,069

547,069

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGU's) that are expected to benefit from that business combination. The Directors have determined the business to have one CGU and the goodwill is allocated to this unit.

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

The recoverable amount of the CGU is determined from a value in use calculation. The key assumptions for the value in use calculation are:

·; Revenue - Management uses current contract portfolio pricing for the relevant portion of the forecast period and pricing guidelines for expected future contract wins. The timing and size of new contracts is based on historic data and also the sales and opportunities pipeline. The downtime between contracts and contract duration are based on Management's best expectations using historical data, whilst factoring in recent developments in creating our proprietary modular building system.

·; Costs - Management has a good understanding of historic realised margins and use this to estimate expected future margins achievable, which are used to drive direct costs in the model. Corporate and administrative overheads are then factored in and adjusted for expected future growth. Also included in the model is the forecasted capital expenditure, which is based off supplier schedules from contractual arrangements and the growth profile.

·; Growth rate - Short-term growth rates are based on industry growth forecasts. A terminal cash flow was calculated using a long-term growth rate of 3.0% (2011: 3.0%).

·; Discount rate - Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. The assumed discount rate used was 14.6% (2011: 14.6%) before tax which in the view of management best reflects the premium the market would require for such cash flows.

The Group has conducted a sensitivity analysis on the impairment test of the CGU carrying value. As a growth company, APR Energy is subject to meeting certain levels of growth in order to support the CGU carrying value. The short-term growth rates in 2015-2017 would have to drop by almost two thirds in order to give rise to an impairment. The Directors therefore consider that there is no reasonably possible change in the key assumptions utilised in the impairment calculations, that would give rise to an impairment.

6. Intangible assets

The intangible assets shown in the table below have arisen through fair value accounting for the APR Group in 2011.

 

Customer contracts

Brand

Total

$'000

$'000

$'000

Cost:

At 31 October 2010

-

-

-

Acquisition of subsidiary (as revised*)

106,400

38,100

144,500

At 31 December 2011 (as revised*)

106,400

38,100

144,500

Additions

-

-

-

At 31 December 2012

106,400

38,100

144,500

Accumulated amortisation:

At 31 October 2010

-

-

-

Charge for the period

45,888

825

46,713

At 31 December 2011 (as revised*)

45,888

825

46,713

Charge for the year

56,452

1,524

57,976

At 31 December 2012

102,340

2,349

104,689

Net book value:

31 December 2012

4,060

35,751

39,811

31 December 2011 (as revised*)

60,512

37,275

97,787

 

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

Customer contracts are amortised over the contract term. The brand is amortised over its estimated useful economic life of 25 years.

7. Property, plant and equipment

Machinery and equipment

Mobilisation

Demobilisation

Other equipment

Total

$'000

$'000

$'000

$'000

$'000

Cost:

At 31 October 2010

-

-

-

-

-

Additions on acquisition of subsidiaries, net book value (as revised*)

223,809

18,485

1,235

1,006

244,535

Additions

161,789

19,243

16,441

429

197,902

Disposals

(2,130)

-

(782)

-

(2,912)

At 31 December 2011 (as revised*)

383,468

37,728

16,894

1,435

439,525

Additions

316,475

27,292

10,482

1,415

355,664

Disposals

(2,580)

(21,610)

(15,174)

3

(39,361)

At 31 December 2012

697,363

43,410

12,202

2,853

755,828

Accumulated depreciation:

At 31 October 2010

-

-

-

-

-

Charge for the period

16,535

10,144

12,031

180

38,890

Disposals

(1,118)

-

(782)

-

(1,900)

At 31 December 2011 (as revised*)

15,417

10,144

11,249

180

36,990

Charge for the year

42,181

32,930

10,495

697

86,303

Disposals

(2,162)

(21,610)

(15,174)

3

(38,943)

At 31 December 2012

55,436

21,464

6,570

880

84,350

Net book value:

31 December 2012

641,927

21,946

5,632

1,973

671,478

31 December 2011 (as revised*)

368,051

27,584

5,645

1,255

402,535

* See note 9 relating to the finalisation of the APR Group acquisition fair values under IFRS 3 Business Combinations.

Depreciation is presented within the cost of sales in the statement of comprehensive income.

 

8. Borrowings

Credit facility

In 2011, the Group entered into a committed, secured credit facility of $400 million with a group of international banks. Loans made under this facility will bear an interest cost at LIBOR plus 2.25%. As of 31 December 2012 $19.4 million (2011: $15.1 million) of letters of credit have been drawn against the facility.

As of 31 December 2012 the amount drawn down under the facility was $205.0 million (2011: $nil million) with associated capitalised financing costs of $5.5 million (2011: $3.7 million). As of 31 December 2012 the available amount of the undrawn facility was $175.6 million (2011: $384.9 million).

The facility provides for funding of capital expenditures, working capital requirements and letters of credit. Key financial covenants at 31 December 2012 and 2011 included a Total Leverage Ratio (Pro forma EBITDA/Total Leverage) at a maximum of 2:1 and an Interest Coverage Ratio (Pro forma EBITDA/Net Interest) at a minimum of 4:1.

Post 31 December 2012, the Total Leverage Ratio was changed by amendment and is now 2.5:1 for the quarter ending 31 March 2013, 3:1 for the quarter ending 30 June 2013, 2.75:1 for the quarter ending 30 September 2013 and 2.5:1 thereafter. The LIBOR spread has also been changed and is LIBOR plus 2.25% for when the Total Leverage Ratio is less than or equal to 2:1, LIBOR plus 2.50% if greater that 2:1 but less than or equal to 2.5:1 and LIBOR plus 2.75% when the Total Leverage Ratio is greater than 2.5:1.

The credit facility is secured over the equity of all the Group's subsidiary undertakings. The Directors believe that the carrying value of borrowings approximate their fair value.

If the interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group's total comprehensive loss would have increased/decreased by $0.4 million (2011: $nil). This is mainly due to the Group's exposure to interest rates on its variable rate borrowings.

Bid/performance bonds

The Group has a need to post bid or performance bonds associated with customer contracts. The bid bonds are typically issued from the Group's $400 million credit facility or backed by a cash deposit. As of 31 December 2012 the Group also had $5.1 million (2011: $2.8 million) backed by cash deposits and $1.6 million (2011: $nil) with other international banks.

Other

On acquisition, the APR Group had short-term and long-term debt totalling $81.0 million. This was repaid in full during the period ended 31 December 2011. The interest costs relating to the borrowings in the months between acquisition and repayment totalled $2.2 million inclusive of amortisation of debt issuance.

9. Acquisition of subsidiary

On 13 June 2011, the Group acquired 100% of the issued share capital and obtained control of the following companies (comprising the "APR Group"):

·; APR Energy Cayman Limited, and its subsidiaries and branches;

o APR International LLC,

o APR Energy, LLC,

o APR LLC, 

o APR Energy SRL,

o SRL Costa Rica Company,

o APR Ecuador,

o APR Energy LLC Sucursal del Peru,

o APR Energy II LLC,

o APR Energy III LLC; and

·; Falconbridge Services LLC and its subsidiary First Coast Travel International LLC.

 

 

The provisional and revised amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

Provisional fair value as previously reported

Fair value adjustments

Fair value as revised

$'000

$'000

$'000

Cash and cash equivalents

30,182

-

30,182

Deposits

13,014

-

13,014

Accounts receivable

17,883

(229)

17,654

Other assets

5,117

(1,124)

3,993

Property, plant and equipment (including mobilisation and installation)

249,042

(4,507)

244,535

Identifiable intangible assets

144,200

300

144,500

Trade and other payables

(37,556)

(463)

(38,019)

Decommissioning provisions

(8,874)

-

(8,874)

Other liabilities

(22,854)

-

(22,854)

Borrowings

(80,993)

-

(80,993)

Total identifiable assets

309,161

(6,023)

303,138

Goodwill

541,046

6,023

547,069

Total consideration

850,207

-

850,207

Satisfied by:

Cash

359,266

Equity instruments (31,841,071 ordinary shares of the Company)

490,941

Total consideration

850,207

 

The revised goodwill of $547.1 million arising from the acquisition is reflective of the recent track record of APR Group and expected strong growth prospects. None of the goodwill is expected to be deductible for income tax purposes.

The fair value of the 31,841,071 ordinary shares issued as part of the consideration paid for the APR Group of $490.9 million was determined on the basis of the share price as at 13 June 2011, being the date the subsidiary was acquired.

Acquisition-related costs (included in administrative expenses) amounted to $16.5 million. These costs were primarily related to legal and professional fees and early termination fee of the operator's fees.

The APR Group contributed $164.6 million revenue and $6.6 million to the Group's loss for the period between the date of acquisition and the 31 December 2011.

If the acquisition of the APR Group had been completed on the first day of the financial period (1 November 2010), Group revenues for the period to 31 December 2011 would have been $236.5 million and loss would have been $55.2 million.

Fair value adjustments

The provisional fair value of identifiable assets and liabilities were finalised during 2012 to reflect additional information which became available concerning conditions that existed at the date of acquisition, in accordance with IFRS 3 Business Combinations.

The changes in fair values have arisen mainly as a result of the finalisation of the fair value of certain items of machinery and equipment and the expected recoverability of the deferred tax asset. A reduction in depreciation ($0.1 million) has been offset by an increase in the amortisation of the intangible assets ($0.2 million) and the taxation expense ($1.2 million) in the 14 month period to 31 December 2011, which have arisen following the above fair value changes and have been reflected in the revised comparative financial statements.

10. Dividends

 

Year ended

31 December 2012

14 months ended

31 December 2011

$'000

$'000

Declared and paid during the period

Final dividend for 2011: 10.0 pence (2010: nil) per ordinary share

12,481

-

Interim dividend for 2012: 3.3 pence (2011: nil) per ordinary share

3,892

-

Dividends paid

16,373

-

Proposed for approval by the shareholders at the AGM

Final dividend for 2012: 6.7 pence (2011: 10.0 pence) per ordinary share

8,514

12,481

 

The proposed final dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The Annual General Meeting is due to be held at JP Morgan Cazenove at Holborn Bars,138-142 Holborn, London, EC1N 2NQ on Tuesday 14 May 2013 at 11:00am.

11. Events after the balance sheet date

In March 2013, the Group announced a new 250MW contract in Libya to provide a turnkey power solution. This represents the largest contract in APR Energy's history, and one of the largest single temporary power contracts ever to be signed. The initial term of the contract will run into mid-2014.

The power solution, which showcases APR Energy's highly mobile, dual-fuel turbines, will help cover anticipated power demand during the critical summer high-heat season, as well as provide interim power while the country continues to rebuild and improve its infrastructure.

 

Key financial definitions:

Pro forma EBITDA

Operating profit adjusted to add back depreciation of property, plant and equipment, equity-settled share-based payment expense, amortisation of intangible assets and exceptional items. Exceptional items are those items believed to be exceptional in nature by virtue of size and/or incidence.

Pro forma EBITDA margin

Pro forma EBITDA divided by pro forma revenue.

Pro forma earnings per share

Pro forma net income divided by the weighted average number of ordinary shares. The weighted average number of ordinary shares used to calculate the 2011 pro forma earnings per share was 78,229,262. Pro forma net income is net income adjusted to add back amortisation of intangible assets and exceptional items. Exceptional items are those items believed to be exceptional in nature by virtue of size and/or incidence.

Pro forma ROCE (return on capital employed)

Operating profit for the previous twelve months adjusted to add back amortisation of intangible assets and exceptional items divided by the average of the net operating assets at the previous three balance sheet dates (for 31 December 2012 this comprises the 31 December 2012, 30 June 2012 and 31 December 2011 and for 31 December 2011 this comprises the 31 December 2011, 30 June 2011 and 31 December 2010). "Net operating assets" is defined as total equity adjusted to exclude goodwill, intangible assets, borrowings, Founder shares and securities, deferred tax assets and liabilities and current tax assets and liabilities.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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