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Half-year Report

1st Aug 2019 07:00

RNS Number : 4654H
Vivo Energy PLC
01 August 2019
 

Vivo Energy plc

(LSE: VVO & JSE: VVO)

1 August 2019

 

 2019 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 2019.

 

Christian Chammas, CEO of Vivo Energy plc, commented: "We have continued to drive our business forward during the half-year and delivered resilient financial results, with Adjusted EBITDA increasing by 4% to $212 million. Volumes grew by 8% to 4,985 million litres, with lower volumes in certain Shell-branded markets being offset by the impact of the new Engen markets, following completion of the transaction in March. We were pleased to see gross cash unit margins stabilise at $70 per thousand litres for the period, broadly in line with how we finished 2018 and above the average of Q1. As a result of this resilient financial performance, our interim dividend amounts to 1.1 US cents per share, in line with our dividend policy. Looking to the rest of the year we remain on track to achieve our expectations and are excited by the opportunities that we face across our expanded market footprint."

 

KEY PERFORMANCE INDICATORS

 

 

Six-month

period ended

30 June 2019

Six-month

period ended

 30 June 2019

Six-month

period ended

30 June 2018

 

($ in millions), if not otherwise indicated 

 

Shell-branded

Total

Total

Change

Volumes (million litres)

 

4,678

4,985

4,628

+8%

Revenues

 

3,643

3,903

3,673

+6%

Gross Profit

 

293

318

312

+2%

Gross Cash Unit Margin ($/'000 litres)

 

69

70

74

-5%

Gross Cash Profit

 

322

351

344

+2%

EBITDA

 

188

200

176

+13%

Adjusted EBITDA

 

198

212

204

+4%

Net Income

 

70

72

71

+1%

Diluted EPS (US cents)

 

n/a

5.1

5.4

-6%

Adjusted Net Income

 

n/a

82

95

-13%

Adjusted Diluted EPS (US cents)

 

n/a

5.9

7.4

-20%

 

Financial Highlights

·; Sales volume up 8% year-on-year, mainly due to the volume contribution of Engen-branded markets

·; Shell-branded volumes up 1% due to lower Retail volumes and Commercial segment cyclicality

·; Gross profit increased 2% to $318 million, driven by higher volumes, partially offset by a lower gross cash unit margin in the period

·; Gross cash unit margin of $70 per thousand litres (H1 2018: $74), was lower, as expected, largely due to Retail margins in Morocco, partially offset by a positive contribution from Engen-branded markets

·; Adjusted EBITDA up 4% to $212 million, with EBITDA up 13% at $200 million

·; Adjusted diluted EPS was 5.9 US cents, below H1 2018, due to lower adjusted net income, primarily as a result of increased net finance expense and effective tax rate as well as a higher minority interest

·; Diluted headline EPS of 4.8 US cents per share (H1 2018: 5.3 US cents)

·; Declared interim dividend of 1.1 US cents per share (H1 2018: 0.7 US cents), in line with policy

·; Net debt / adjusted EBITDA ratio increased to 1.12x at 30 June 2019, due to timing of working capital movements

 

 

Strategic and Operational Highlights

·; Good HSSE performance, with Total Recordable Case Frequency of zero

·; Further expanded our Retail network by opening a net total of 41 new retail service stations and 50 new non-fuel retail offerings

·; Successful implementation of SAP S/4 HANA in 13 countries over three waves, with the last two Shell-branded countries due to come on stream in Q3 2019

·; Agreed a non-fuel joint venture with Kuku Foods East Africa Holdings, the owner of KFC franchises in East Africa, to accelerate the roll-out of KFC restaurants in Kenya, Uganda and Rwanda with expected completion in the second-half of the year

·; Initiatives to improve cost efficiencies and reduce operating expenditure are ongoing

 

Engen

Vivo Energy completed the transaction with Engen Holdings (Pty) Limited on 1 March 2019. The new Engen-branded markets provided four months of contribution to the Group's half-year results, with volumes for the period of 307 million litres, gross cash profit of $29 million and adjusted EBITDA of $14 million.

 

Our primary focus since completion has been on integrating the new operations into the Vivo Energy systems, supply network and culture. As part of this process, we have implemented a "balanced scorecard" covering financial, operational and sustainability metrics in each of the new operating units that both empowers and holds accountable local management teams. At the same time, we are providing strong central support to the new operating units to ensure they are able to adapt to the Vivo Energy requirements.

 

As previously guided we do not expect to see material growth in Engen's markets in 2019 as we are focused on the integration of the business. However, we believe the opportunity to create value across the Engen markets is significant over the near and medium term and in the first four months of Vivo Energy ownership have opened 6 new sites and identified opportunities to grow the business across both the Retail and Commercial segments.

 

Morocco Conseil de la Concurrence

Post period end, media reports in Morocco cited engagement between the Conseil de la Concurrence (Competition Council) and industry participants, as part of its current review into competition within the Moroccan fuel distribution industry. We take compliance with the laws and regulations of the jurisdictions in which we operate seriously, and are fully co-operating with the Conseil de la Concurrence.

 

Outlook 

Performance for the first half of the year remained in line with the Group's expectations for the full year. We continue to expect volume growth for the full year, including the Engen-branded markets, to be within our guidance range of low to mid double-digit percentage growth. Overall gross cash unit margins are now expected to be at the upper end of or slightly ahead of the previous guidance of the high sixties per thousand litres for the year. We also expect to see an improvement in working capital in H2. We opened a net total of 41 service stations across our markets in the first half of the year and are on track to achieve our target of 80-100 new sites across our markets during 2019, with capital expenditures expected to be marginally below $150 million for the year. We are excited by the future prospects of the enlarged Group and the opportunities that are ahead.

 

 

End 

Results presentation

Vivo Energy plc will host a presentation for analysts and investors today, 1 August 2019 at 09.00 BST, which can be accessed at: https://webcasting.brrmedia.co.uk/broadcast/5d1dfe9dda68dd4b10ae71f4.

 

Participants may also dial in to the event by conference call:

 

Dial-in: +44 330 336 9125 / +27 11 844 6054

Participant access code: 6062692

 

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 7715 036 407

[email protected]

 

Investor contact:

Vivo Energy plc

Giles Blackham, Head of Investor Relations

+44 20 3034 3735

[email protected]

 

Tulchan Communications LLP

Martin Robinson, Suniti Chauhan

+44 20 7353 4200

[email protected]

 

 

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 2,100 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) to business customers across a range of sectors including marine, mining, construction, power, transport and manufacturing. Jet fuel is sold to customers under the Vitol Aviation brand.

 

The Company employs around 2,600 people and has access to over 1,000,000 cubic metres of fuel storage capacity. The Group's joint venture, Shell and Vivo Lubricants B.V., sources, blends, packages and supplies Shell-branded lubricants and has blending capacity per annum of around 158,000 metric tonnes in six countries (Ghana, Guinea, Côte d'Ivoire, Kenya, Morocco and Tunisia).

 

For more information about Vivo Energy please visit www.vivoenergy.com

 

 

Forward-looking-statements

This report 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. 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. In particular, the statements in the Risk section on page 13 of this report regarding the Group's strategy, targets, and other future events or prospects are forward-looking statements.

 

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 speak only as of the date of this report. The Company and the Directors expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law.

 

 

 

 

 

 

 

 

 

 

 

INTERIM REPORT

For the six-month period ended 30 June 2019

 

Table of contents

Management's discussion and analysis

Overview

Overview of operations by segment

Retail

Commercial

Lubricants

Consolidated results of operations

Analysis of consolidated results of operations

Consolidated financial position

Liquidity and capital resources

Non-GAAP financial measures

Reconciliation of non-GAAP measures

Accounting and reporting developments

Risks and uncertainties

Shareholder information

Interim condensed consolidated financial statements

 

 

Terms and abbreviations

Term

Description

Term

Description

B2C

Business to consumer

H1

HSSE

IFRS

IPO

LIBOR

LPG

MD&A

PP&E

SVL

VEOHL

Six-month period 1 January to 30 June

Health, safety, security and environment

International Financial Reporting Standards

Initial public offering

London Interbank Offered Rate

Liquefied petroleum gas

Management's discussion and analysis

Property, plant and equipment

Shell and Vivo Lubricants B.V.

Vivo Energy Overseas Holdings Limited, formerly known as Engen International Holdings (Mauritius) Limited

DPO

Days payable outstanding

DSO

Days sales outstanding

EBIT

Earnings before finance expense, finance income and income taxes

EBITDA

Earnings before finance expense, finance income, income taxes, depreciation and amortisation

EBT

EPS

ETR

FY

GAAP

Earnings before income taxes

Earnings per share

Effective tax rate

Financial year

Generally Accepted Accounting Principles

 

 

 

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 2018 were derived from the Interim Report H1 2018. Comparative figures for the year ended 31 December 2018 were derived from the 2018 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 thousands 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.

OVERVIEW

Volumes

(litres)

Gross

Profit

Gross Cash

Profit

Adjusted

 EBITDA

Adjusted Net

Income

4,985 million

$318 million

$351 million

$212 million

$82 million

KEY PERFORMANCE INDICATORS

US $'000, unless otherwise indicated

 

 

Six-month

 period ended

 30 June 2019

Six-month

 period ended

 30 June 2018

Change

Volumes (million litres)

 

 

4,985

4,628

+8%

Revenues

 

 

3,903,069

3,672,742

+6%

Gross profit

 

 

317,942

312,062

+2%

Gross cash unit margin ($/'000 litres)

 

 

70

74

-5%

Gross cash profit

 

 

350,599

344,435

+2%

EBITDA

 

 

200,014

176,312

+13%

Adjusted EBITDA

 

 

212,314

203,550

+4%

Net income

 

 

71,717

71,258

+1%

Diluted EPS (US cents)

 

 

5.1

5.4

-6%

Adjusted net income 

 

 

82,236

95,037

-13%

Adjusted diluted EPS (US cents)

 

 

5.9

7.4

-20%

Non-GAAP measures are explained and reconciled on pages 11 and 12.

 

 

OVERVIEW OF OPERATIONS BY SEGMENT

 

US $'000, unless otherwise indicated

 

 

Six-month period ended 30 June 2019

Six-month period ended 30 June 2018

 

 

Change

Volumes (million litres)

 

 

 

 

 

Retail

 

 

2,840

2,635

+8%

Commercial

 

 

2,079

1,926

+8%

Lubricants

 

 

66

67

-1%

Total

 

 

4,985

4,628

+8%

Gross profit

 

 

 

 

 

Retail (including Non-fuel retail)

 

 

195,418

196,538

-1%

Commercial

 

 

88,124

80,910

+9%

Lubricants

 

 

34,400

34,614

-1%

Total

 

 

317,942

312,062

+2%

Gross cash unit margin ($/'000 litres)

 

 

 

 

 

Retail fuel (excluding Non-fuel retail)

 

 

71

78

-9%

Commercial

 

 

47

47

0%

Lubricants

 

 

537

536

0%

Total

 

 

70

74

-5%

Gross cash profit

 

 

 

 

 

Retail (including Non-fuel retail)

 

 

216,124

217,064

0%

Commercial

 

 

98,761

91,454

+8%

Lubricants

 

 

35,714

35,917

-1%

Total

 

 

350,599

344,435

+2%

Adjusted EBITDA

 

 

 

 

 

Retail

 

 

122,173

120,771

+1%

Commercial

 

 

63,010

57,361

+10%

Lubricants

 

 

27,131

25,418

+7%

Total

 

 

212,314

203,550

+4%

 

 

 

 

RETAIL

Volumes

(litres)

Gross

Profit

Gross Cash Unit

Margin

(excl. Non-fuel retail)

Gross Cash

 Profit

Adjusted

 EBITDA

2,840 million

$195 million

$71/'000 litres

$216 million

$122 million

KEY PERFORMANCE INDICATORS

US $'000, unless otherwise indicated

 

 

Six-month period ended 30 June 2019

Six-month period ended 30 June 2018

Change

Volumes (million litres)

 

 

2,840

2,635

+8%

Gross profit (including Non-fuel retail)

 

 

195,418

196,538

-1%

Gross cash unit margin ($/'000 litres) (excluding Non-fuel retail)

 

 

71

78

-9%

Retail fuel gross cash profit

 

 

200,962

205,638

-2%

Non-fuel retail gross cash profit

 

 

15,162

11,426

+33%

Adjusted EBITDA

 

 

122,173

120,771

+1%

ANALYSIS OF RESULTS

Half-year review

Our Retail business delivered resilient results, with margins stabilising following the change in market conditions experienced in Morocco in H2 2018. Volumes, including Engen were up 8%, gross cash unit margin came in at $71 per thousand litres, while non-fuel retail gross cash profit grew 33% year-on-year. Adjusted EBITDA increased by 1% year-on-year mainly due to strong non-fuel retail performance as the increase in fuel volumes was offset by lower margins.

Retail fuel

We sold 2,840 million litres of fuel, an increase of 8% compared to H1 2018. Volumes in Shell-branded markets rose 2% with performance impacted primarily by country specific issues in Tunisia due to an economic slow-down and strikes, as well as in Uganda, due to our pricing strategy being focused on margin. Volume growth was also impacted by the decision to reclassify certain sites in Guinea to the Commercial segment in H2 2018 due to changes in supply agreements. Despite these challenges, we saw strong volume growth in a number of countries and saw premium fuel volumes grow by 41% in the period due to new product launches and the expansion of the number of sites selling V-Power, our premium fuel.

 

As expected, gross cash unit margin was 9% lower than H1 2018 at $71 per thousand litres, primarily due to lower margins in Morocco.

The new Engen markets were 3% accretive to the Retail fuel unit margins during the period.

Non-fuel retail

Non-fuel retail gross cash profit increased by 33% year-on-year to $15 million. Excluding Engen, non-fuel retail gross cash profit rose by 15% as we continued to expand our retail and quick service restaurants offerings.

We have continued to deliver against our strategy of partnering with global and regional food brands to increase the speed of our roll-out. We announced an agreement to form our 3rd joint venture with a franchisee of KFC. This transaction will complete in the second-half of the year. The proposed joint venture will cover restaurants in Kenya, Uganda and Rwanda and means we now have partnerships in five countries with KFC in order to accelerate growth.

COMMERCIAL

Volumes

(litres)

Gross

Profit

Gross Cash Unit

Margin

Gross Cash

Profit

Adjusted

EBITDA

2,079 million

$88 million

$47/'000 litres

$99 million

$63 million

KEY PERFORMANCE INDICATORS

US $'000, unless otherwise indicated

 

 

Six-month

 period ended

30 June 2019

Six-month

 period ended

30 June 2018

Change

Volumes (million litres)

 

 

2,079

1,926

+8%

Gross profit

 

 

88,124

80,910

+9%

Gross cash unit margin ($/'000 litres)

 

 

47

47

0%

Gross cash profit

 

 

98,761

91,454

+8%

Adjusted EBITDA

 

 

63,010

57,361

+10%

ANALYSIS OF RESULTS

Half-year review

Volumes climbed by 8% driven by the contribution from Engen, with Shell-branded volumes flat year-on-year. Gross cash unit margin of $47 per thousand litres was in line with 2018, with Engen having an incrementally positive impact to the segment. Adjusted EBITDA of $63 million increased by 10% year-on-year, slightly ahead of volume growth.

Core commercial

Core commercial offers a comprehensive range of bulk fuel sales to customers in transportation, mining, construction, power and consumers for packed LPG. Core commercial accounted for 75% (H1 2018: 74%) of total Commercial volumes and 82% (H1 2018: 83%) of total Commercial gross cash profit.

Shell-branded volumes were primarily impacted by lower demand in the transportation sector due to short-term excess supply, resulting in heavy price competition. The impact of this is particularly felt in East Africa, where the Group adopted a margin protection strategy in response to significant fuel discounting by independent marketers. The negative volume impact of this strategy was offset by the continued development of our distribution networks and improved point of sales coverage from the LPG segment.

Core commercial gross cash unit margin from Shell-branded markets decreased by 4% to $51 per thousand litres, driven largely by price competition in Commercial fuel.

Aviation and Marine

Aviation and Marine accounted for 25% (H1 2018: 26%) of total Commercial volumes and 18% (H1 2018: 17%) of total Commercial gross cash profit.

Aviation and Marine volumes grew by 1% year-on-year, excluding Engen. Gross cash unit margin, excluding Engen was $35 per thousand litres, higher by 12% year-on-year.

Aviation (excluding Engen) successfully secured additional business from international and regional carriers, resulting in 8% year-on-year volume growth. Spot sales and favourable sourcing contributed to higher unit margins.

Marine volumes in Shell-branded markets decreased as result of weaker demand from international vessels in one of our markets. The Marine unit margin was helped by favourable pricing in spot sales in the remaining markets, resulting in a 33% increase year-on-year.

LUBRICANTS

Volumes

(litres)

Gross

 Profit

Gross Cash Unit

Margin

Gross Cash

Profit

Adjusted

EBITDA

66 million

$34 million

$537/'000 litres

$36 million

$27 million

KEY PERFORMANCE INDICATORS

US $'000, unless otherwise indicated

 

 

Six-month

 period ended

 30 June 2019

Six-month

 period ended

 30 June 2018

Change

Volumes (million litres)

 

 

66

67

-1%

Revenues

 

 

181,468

183,665

-1%

Gross profit

 

 

34,400

34,614

-1%

Gross cash unit margin ($/'000 litres)

 

 

537

536

0%

Gross cash profit

 

 

35,714

35,917

-1%

Adjusted EBITDA

 

 

27,131

25,418

+7%

ANALYSIS OF RESULTS

Half-year review

Volumes sold were broadly in line with the previous period due to the contribution of the Engen-branded markets (5%) largely offsetting lower volumes in the Shell-branded Commercial lubricants segment. Unit margins of $537 per thousand litres were in line with the previous period in spite of the 3% dilutive impact of Engen lubricants margins on the segment. Unit margins in Shell-branded markets were $551 per thousand litres. Adjusted EBITDA for the Lubricants segment increased by 7% to $27 million, mainly attributable to the share of profit from SVL and cost optimisation.

Retail lubricants

The Group sells retail lubricants through its retail service station network and via distributors to retail customers. Retail lubricants volumes account for 61% (H1 2018: 60%) of total Lubricants volumes and 62% (H1 2018: 62%) of total Lubricants gross cash profit.

Volumes increased 1% to 41 million litres. Shell-branded volumes were broadly flat year-on-year as a result of negative volume growth from our B2C business, offset by volume growth generated by successful marketing campaigns at our service stations.

Unit margins decreased slightly compared to H1 2018 but increased from H2 2018 due to the impact of improved pricing.

Commercial lubricants

Commercial lubricants are sold across the Group's operating countries as well as key export markets. Commercial lubricants accounted for 39% (H1 2018: 40%) of total Lubricants volumes and 38% (H1 2018: 38%) of total Lubricants gross cash profit.

Volumes were 25 million litres at half-year, 4% lower year-on-year. Excluding Engen, volumes were impacted by weaker demand in the power and construction sectors mainly due to government budget constraints in some of our markets and lower demand in some of our export markets.

Unit margins increased 3% to $532 per thousand litres, attributable to favourable base oil prices, partially offset by a delayed effect of pricing adjustments to customers with contracted pricing formulas as well as unfavourable foreign exchange movements.

CONSOLIDATED RESULTS OF OPERATIONS

SUMMARY INCOME STATEMENT

US $'000

 

 

Six-month

 period ended

 30 June 2019

Six-month

 period ended

 30 June 2018

Change

Revenues

 

 

3,903,069

3,672,742

+6%

Cost of sales 

 

 

(3,585,127)

(3,360,680)

+7%

Gross profit 

 

 

317,942

312,062

+2%

Selling and marketing cost

 

 

(102,847)

(90,468)

+14%

General and administrative cost

 

 

(76,927)

(102,627)

-25%

Share of profit of joint ventures and associates

 

 

11,227

12,144

-8%

Other income/(expense)

 

 

904

1,012

-11%

EBIT 

 

 

150,299

132,123

+14%

Finance expense - net

 

 

(31,955)

(18,292)

+75%

EBT

 

 

118,344

113,831

+4%

Income taxes 

 

 

(46,627)

(42,573)

+10%

Net income

 

 

71,717

71,258

+1%

NON-GAAP MEASURES

US $'000, unless otherwise indicated

 

 

Six-month

 period ended

 30 June 2019

Six-month

 period ended

 30 June 2018

Change

Volumes (million litres)

 

 

4,985

4,628

+8%

Gross cash profit

 

 

350,599

344,435

+2%

EBITDA

 

 

200,014

176,312

+13%

Adjusted EBITDA

 

 

212,314

203,550

+4%

ETR (%)

 

 

39.4%

37.4%

n/a

Net income

 

 

71,717

71,258

+1%

Adjusted net income

 

 

82,236

95,037

-13%

Adjusted diluted EPS (US cents)

 

 

5.9

7.4

-20%

Non-GAAP measures are explained and reconciled on pages 11 and 12.

ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS

Volumes

Sales volumes of 4,985 million litres resulted in an 8% increase in volumes year-on-year. Volumes include a four-month contribution from Engen (7% impact on year-on-year growth). In our Shell-branded markets, volumes grew by 1% year-on-year. Volume growth was hindered by external economic headwinds and margin protection strategies.

Revenue

Revenue increased by $230 million, or 6% to $3,903 million in H1 2019, including the four-month contribution from Engen. Excluding Engen, revenue decreased by 1%, primarily driven by lower average crude oil prices and depreciating local currencies during the period, partially offset by volume growth.

Cost of sales

Cost of sales increased by $224 million, or 7%, to $3,585 million in H1 2019. Excluding Engen, cost of sales remained in line with prior period as higher sales volumes were offset by lower crude oil prices as well as depreciating local currencies from H1 2018 to H1 2019.

Gross profit

As a result of higher volumes and the four-month contribution from Engen, gross profit amounted to $318 million in the period (2% year-on-year growth). Excluding Engen, gross profit was 6% lower than in H1 2018. This decrease is explained by lower unit margins in Morocco, in line with expectations, as well as unfavourable foreign currency movements in the period.

 

 

Gross cash profit

Gross cash profit was 2% higher year-on-year, amounting to $351 million, which includes four months' contribution ($29 million) from our Engen-branded markets. Shell-branded markets' gross cash profit decreased by $23 million (7% year-on-year), largely due to lower Retail unit margins in Morocco compared to H1 2018 and unfavourable foreign currency movements. The negative impacts were partially offset by higher sales volumes.

Selling and marketing cost

Selling and marketing cost was $103 million, 14% higher than in H1 2018 mainly as a result of additional costs due to the new Engen-branded markets, higher depreciation and amortisation as well as a non-recurring item related to a write-off of a government benefits receivable as a result of a retrospective price structure change by the government.

General and administrative cost

General and administrative cost, including special items, decreased by $26 million to $77 million. The decrease is due to less non-recurring items such as IPO related costs in 2018 as well as cost reductions related to our initiatives to improve cost efficiencies and reduce operating expenditure, offset by increased Engen acquisition related costs incurred in the current year as well as additional cost contribution from our Engen-branded markets.

Share of profit from JVs and associates

Share of profit from joint ventures and associates decreased by 8%, attributable to a decrease in share of profits from joint ventures in Morocco and Guinea. This is partially offset by an increase in share of profit from SVL of $7 million (H1 2018: $6 million).

Other income

Other income of $1 million (H1 2018: $1 million) mainly relates to gains on disposal of property, plant, and equipment and unrealised gains on financial instruments.

Adjusted EBITDA

Adjusted EBITDA including Engen grew by 4% to $212 million. Excluding Engen, adjusted EBITDA decreased by 3% largely due to lower margins resulting from changes in the operating environment in Morocco in H2 2018, partially offset by increased sales volumes.

Net finance expense

Net finance expense increased by $14 million to $32 million, largely driven by mark-to-market losses on interest rate swaps on long-term borrowings of - $5 million (H1 2018: +$5 million), as well as higher borrowings relative to the same period in 2018. The increase in borrowings is mainly attributable to a draw down on the multi-currency revolving credit facility that were used to fund the Engen acquisition as well as short-term facilities inherited from Engen-branded markets.

Income taxes

For the six months ended 30 June 2019, the ETR increased to 39.4% from 37.4% compared to the comparative period in 2018. This was primarily due to an additional 2.5% tax levy in Morocco introduced in late 2018, the impact of a higher ETR (44.7%) in Engen-branded markets as well as unrecognised tax losses in relation to higher finance expenses.

Net income

Net income, including the impact of special items was $72 million, 1% higher from $71 million.

Earnings per share

Earnings per share amounted to 5.1 US cents per share marginally below previous period (H1 2018: 5.4 US cents) due to the share issuance to Engen during the period. Adjusted diluted earnings per share excluding the impact of special items was 5.9 US cents, below prior period (H1 2018: 7.4 US cents), due to lower adjusted net income, primarily as a result of increased net finance expense and effective tax rate as well as a higher minority interest.

 

 

CONSOLIDATED FINANCIAL POSITION

Total assets

 

 

Total assets, including foreign currency movements, increased by $387 million and can largely be explained by:

·; $133 million increase in trade receivables driven by the first time consolidation of the Engen entities ($67 million), the timing of payments and higher sales volumes during the period. Average monthly DSO[1] for the period was 16 days (FY 2018: 16 days);

·; $133 million increase in PP&E, which relates to assets acquired in Engen ($149 million) and additional investments, partially offset by depreciation;

·; $96 million increase in intangible assets largely relates to $64 million of goodwill and $26 million of other intangible assets recognised from the Engen acquisition, partially offset by amortisation; and

·; $51 million increase in other assets related to prepayments, VAT receivables positions and the Engen acquisition.

partially offset by:

·; $78 million decrease in cash and cash equivalents mainly as a result of the cash outflow related to our additions in PP&E and intangible assets as well as the cash outflow from financing activities.

 

 

Total equity and liabilities

 

 

Total equity and liabilities, including foreign currency movements, increased by $387 million and can largely be explained by:

·; $153 million increase in equity, attributable to new shares issued in relation to the acquisition of Engen and the profit for the period, partially offset by the payment of the 2018 final dividend, $16 million;

·; $73 million increase in trade payables mainly attributable to the first time consolidation of the Engen entities ($145 million), the increase in activities, timing of payments and shipment. Average monthly DPO1 for the period was 55 days (FY 2018: 56 days);

·; $54 million increase in borrowings due to a draw down to fund the Engen acquisition, partially offset by scheduled loan repayments in June 2019; and

·; $28 million increase in provisions mainly attributable to the acquisition of Engen.

 

 

[1] DSO and DPO are based on monthly averages and on trade elements only.

LIQUIDITY AND CAPITAL RESOURCES

ADJUSTED FREE CASH FLOW

US $'000

Six-month period ended 30 June 2019[1]

Six-month period ended 30 June 2018

Net income

71,717

71,258

Adjustment for non-cash items and other

92,901

82,718

Change in working capital

(146,279)

(98,315)

Cash flow from operating activities

18,339

55,661

Net additions of PP&E and intangible assets[2]

(48,938)

(59,019)

Free cash flow

(30,599)

(3,358)

Special items[3]

11,595

38,503

Adjusted free cash flow

(19,004)

35,145

 

 

Adjusted free cash outflow of $19 million in the first half of 2019 was negatively impacted by changes in the working capital of $146 million. The negative change in the working capital, which includes $38 million of income taxes paid, was attributable to an increase in trade receivables and a decrease in trade payables, partially offset by lower inventories. The higher receivables mainly relate to the timing of payments from large government customers as well as increased activities. Furthermore, we invested $49 million (H1 2018: $61 million) in our capital expenditures principally related to our network as well as special projects such as the SAP implementation. The Group's capital expenditure included $26 million in Growth (H1 2018: $27 million), $13 million in Special Projects (H1 2018: $12 million), and $10 million in Maintenance (H1 2018: $22 million). Capital expenditure is expected to increase significantly in the second-half of the year due to timing of projects and will continue to positively impact further growth of the business.

NET DEBT AND AVAILABLE LIQUIDITY

US $'000

30 June 2019

31 December 2018

Long-term debt

412,863

391,753

Lease liabilities

118,609

110,850

Total debt excluding short-term bank borrowings

531,472

502,603

Short-term bank borrowings[4]

241,613

208,414

Less: cash and cash equivalents

(314,442)

(392,853)

Net debt

458,643

318,164

 

US $'000

30 June 2019

31 December 2018

Cash and cash equivalents

314,442

392,853

Available undrawn credit facilities

1,334,088

1,280,734

Available short-term capital resources

1,648,530

1,673,587

 

Net debt increased by $140 million to $459 million at 30 June 2019. The increase principally resulted from a decrease in our cash and cash equivalents and an increase in borrowings due to the draw down of the revolving credit facility to finance the Engen acquisition, partially offset by scheduled repayments. The leverage ratio[5] at 30 June 2019 was 1.12x (FY 2018: 0.79x) as a result of higher net debt. At 30 June 2019, $1,334 million of credit facilities remained available and undrawn. Cash and cash equivalents amounted to $314 million compared to $393 million at 31 December 2018.

 

 

[1] Cash flow movements exclude the effect of the first time consolidation of Engen entities and foreign currency movements related to the conversion of the balance sheet positions to the Group currency.

[2] Excluding cash flow from acquisition of businesses and other investing activities.

[3] Cash impact of special items. Special items are explained and reconciled on pages 11 to 12.

[4] Short-term bank borrowings exclude the current portion of long-term debt.

[5] The leverage ratio is calculated using the last 12 months' adjusted EBITDA.

 

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 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 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. This 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 adjusted EBITDA.

 

 

 

RECONCILIATION OF NON-GAAP MEASURES

 

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2019

30 June 2018

Gross profit

317,942

312,062

Add back: Depreciation and amortisation in cost of sales

32,657

32,373

Gross cash profit

350,599

344,435

Volume (million litres)

4,985

4,628

Gross cash unit margin ($/'000 litres)

70

74

 

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

EBIT

150,299

132,123

Depreciation, amortisation and impairment

49,715

44,189

EBITDA

200,014

176,312

Adjustments to EBITDA related to special items:

 

 

IPO[1] and Engen acquisition related expenses[2]

6,901

23,893

Write-off of non-current asset[3]

3,227

-

Restructuring[4]

2,172

1,013

Management Equity Plan

-

2,332

Adjusted EBITDA

212,314

203,550

 

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

Net income

71,717

71,258

Adjustments to net income related to special items:

 

 

IPO1 and Engen acquisition related expenses2

6,901

23,893

Write-off of non-current asset3

3,227

-

Restructuring4

2,172

1,013

Management Equity Plan

-

2,332

Tax on special items

(1,781)

(3,459)

Adjusted net income

82,236

95,037

 

 

Six-month period ended

US $

30 June 2019

30 June 2018

Diluted EPS

0.05

0.05

Impact of special items

0.01

0.02

Adjusted diluted EPS

0.06

0.07

 

For the reconciliation of adjusted free cash flow and net debt, refer to page 10.

 

[1] IPO costs were incurred to list the Company on the London Stock Exchange Main Market and the Main Board of the JSE Limited by way of secondary inward listing. The decision to float and list the Company does not form part of the normal core operations of the business and is, therefore, treated as special items.

[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). Related integration project expenses are treated as special items.

[3] The Group has recognised a write-off related to a government benefits receivable as a result of a retrospective price structure change by the government to finance their outstanding debt. Such retrospective changes of existing price structures are considered non-recurring and are not representative of the core operational business activities and performance and are, therefore, treated as special items.

[4] Restructuring expense relates to the Engen integration as well as our cost optimisation programme. The impact does not form part of the core operational business activities and performance and should, therefore, be treated as special items.

 

ACCOUNTING AND REPORTING DEVELOPMENTS

The following amendments had been early adopted by the Group in 2017 and 2018 respectively:

- IFRS 16 Leases (retrospectively)

- IFRIC 23 Uncertainty over income tax treatments.

The early adoption of IFRIC 23 had an insignificant impact on the Group's financial position. The IFRS 16 early adoption had a material impact on the consolidated statement of financial position, an immaterial impact on the consolidated statement of comprehensive income and no impact on the consolidated statement of cash flow.

There are no other standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2019 that have a material impact on the interim condensed consolidated financial statements of the Group.

RISKS AND UNCERTAINTIES

The Group continues to be exposed to a number of risks and has an established, structured approach to identify, assess and manage those risks.

The principal risks facing the Group for the remaining six months of the financial year are unchanged from those reported on pages 51 to 54 of the Annual Report 2018, and set out below:

- Partner reputation and relationships. Our business identity depends on its relationship with our brand partners and the reputation of those brands, in particular our relationship with Shell.

- Criminal activity, fraud, bribery and compliance risk. As a result of business in Africa our countries are exposed to high levels of risk relating to criminal activity, fraud, bribery, theft and corruption. There are a number of regulatory requirements applicable to the Group and the related risk of noncompliance with these regulations has increased following the listing.

- Oil price fluctuations. The price of oil and oil products may fluctuate preventing us from realising our targeted margins, specifically in the deregulated markets in which we operate.

- Currency exchange risk. We are exposed to foreign exchange risk, currency exchange controls, currency shortage and other currency-related risks.

- Health and safety. We are exposed to accidents or incidents relating to health, safety and the environment and from remediation of such accidents relating to employees. We are further subject to HSSE laws and regulations and industry standards related to our operations in each of the countries in which we operate.

- Economic and governmental instability. Several countries and regions in which we operate have experienced economic and political instability that could adversely affect the economy of our markets.

- Product availability and supply. We are dependent upon the supply of fuels, lubricants and additives from various suppliers. When raw materials are needed urgently, asymmetric negotiations occur. The bargaining power shifts to the supplier who in turn can charge a higher price. Furthermore, we are restricted by limited storage capacity within some country facilities.

- Business concentration risk. A large part of the Group's operations (and margins) are derived from Morocco when compared to other countries.

- New ERP implementation. Our organisation is currently migrating to a new ERP, a critical project that will redesign some of our operations, functions and controls.

- Acquisition integration. We may be unable to identify or accurately evaluate suitable acquisition candidates or to complete or integrate past or prospective acquisitions successfully and/or in a timely manner, which could materially and adversely affect growth.

- Credit management. The Group faces risks arising from credit exposure to commercial and retail customers as well as governments, including outstanding receivables and committed transactions.

While the risk and uncertainties above have not changed since the publication of our Annual Report, the Group has assessed an increase in scope for most of the identified risk factors given the completion of the Engen transaction which involves the integration of eight new markets. In particular, there is an increased currency exchange risk impacting the reporting and translation of the Zimbabwe operations due to recent monetary policy changes. Refer to the basis of preparation (note 2 in the notes to the interim financial statements) for further details.

Furthermore, the Group has assessed a decrease in business concentration risk given margins derived from our operations in Morocco represent a smaller percentage of the Group's margins following acquisitions of the new markets.

SHAREHOLDER INFORMATION

 

Issued and treasury shares as at 30 June 2019 were as follows:

 

 

Issued

Treasury

Ordinary shares

1,266,073,050

242,317

 

On 1 March 2019, the Company issued 63,203,653 new shares to Engen Holdings (Pty) Limited pursuant to the completion of the Engen acquisition. In May 2019 the Company established an employee benefit trust and issued shares to the trust with shares remaining in the trust accounted for as treasury shares. The Company's issued share capital as of the date of this report is composed of a single class of 1,266,073,050 ordinary shares of 50 US cents each.

Subsequent to the end of the period, the Board approved an interim dividend of circa 1.1 US cents per share, amounting to approximately $14 million. The dividend is expected to be paid on 23 September 2019 to shareholders of record at close of business on 23 August 2019. The dividend will be paid out of distributable reserves as at 30 June 2019.

 

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six-month period ended 30 June 2019

 

Table of contents

 

 

Interim condensed consolidated financial statements

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 category

4...... Segment reporting

5...... Other income and expense

6...... Finance income and expense

7...... Income taxes

8...... Business combination

9...... Earnings per share

10... Other assets

11... Inventories

12... Borrowings

13... Other liabilities

14... Net change in operating assets and liabilities and other adjustments

15... Commitments and contingencies

16... Related parties

17... Events after balance sheet period

Responsibility statement

Independent review report to Vivo Energy plc

 

Terms and abbreviations

Term

Description

Term

Description

B2B

B2C

DTR

 

EBIT

Business to business

Business to consumer

Disclosure Guidance and Transparency Rules

Earnings before finance expense, finance income and income taxes

GAAP

HSSE

IAS

IASB

IFRIC

IFRS

JSE

LTIP

NCI

OCI

PP&E

RBZ

RTGS

VEOHL

Generally Accepted Accounting Principles

Health, safety, security and environment

International Accounting Standards

International Accounting Standards Board

IFRS Interpretation Committee

International Financial Reporting Standards

Johannesburg Stock Exchange

Long-term incentive plan

Non-controlling interest

Other comprehensive income

Property, plant and equipment

Reserve Bank of Zimbabwe

Real-time gross settlement

Vivo Energy Overseas Holdings Limited, formerly known as Engen International Holdings (Mauritius) Limited

EBITDA

Earnings before finance expense, finance income, income taxes, depreciation and amortisation

EBT

Earnings before income taxes

EPS

Earnings per share

ETR

Effective tax rate

EURIBOR

FVTPL

FVTOCI

 

Euro Interbank Offered Rate

Fair value through profit and loss

Fair value through other comprehensive income

 

 

 

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

 

 

 

Six-month period ended

 

US $'000

 

Notes

30 June 2019

30 June 2018

Revenues

 

4

3,903,069

3,672,742

Cost of sales 

 

 

(3,585,127)

(3,360,680)

Gross profit 

 

4

317,942

312,062

Selling and marketing cost

 

 

(102,847)

(90,468)

General and administrative cost

 

 

(76,927)

(102,627)

Share of profit of joint ventures and associates

 

 

11,227

12,144

Other income/(expense)

 

5

904

1,012

EBIT 

 

4

150,299

132,123

Finance income

 

 

3,801

3,140

Finance expense 

 

 

(35,756)

(21,432)

Finance expense - net

 

6

(31,955)

(18,292)

EBT

 

 

118,344

113,831

Income taxes 

 

7

(46,627)

(42,573)

Net income

 

4

71,717

71,258

 

 

 

 

 

Net income attributable to:

 

 

 

 

Equity holders of Vivo Energy plc

 

 

62,975

64,981

NCI

 

 

8,742

6,277

 

 

 

71,717

71,258

Other comprehensive income (OCI)

 

 

 

 

Items that may be reclassified to profit or loss

 

 

 

 

Currency translation differences

 

 

(23,510)

(17,383)

Net investment hedge gain

 

 

565

4,918

Items that are never reclassified to profit or loss

 

 

 

 

Re-measurement of retirement benefits

 

 

(213)

73

Income tax relating to retirement benefits

 

 

36

(2)

Other comprehensive income, net of tax

 

 

(23,122)

(12,394)

Total comprehensive income 

 

 

48,595

58,864

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

Equity holders of Vivo Energy plc

 

 

48,995

53,785

Non-controlling interest NCI

 

 

(400)

5,079

 

 

48,595

58,864

Earnings per share (US $)

 

9

 

 

Basic

 

 

0.05

0.05

Diluted

 

 

0.05

0.05

 

 

 

NON-GAAP FINANCIAL MEASURES[1]

 

 

 

Six-month period ended

US $'000, unless otherwise indicated

 

 

30 June 2019

30 June 2018

EBITDA

 

 

200,014

176,312

Adjusted EBITDA

 

 

212,314

203,550

Adjusted net income

 

 

82,236

95,037

Adjusted diluted EPS (US $)

 

 

0.06

0.07

       

The notes are an integral part of these interim condensed consolidated financial statements.

 

[1] Refer to the non-GAAP financial measures definitions and reconciliations to the most comparable IFRS measures page 11 and 12.

 

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

US $'000

Notes

30 June 2019

31 December 2018

Assets

 

 

 

Non-current assets

 

 

 

Property, plant and equipment

 

754,960

621,756

Right-of-use assets

 

159,506

148,263

Intangible assets

 

230,330

133,962

Investments in joint ventures and associates

 

231,313

223,452

Deferred income taxes

 

35,308

36,374

Financial assets at fair value through OCI

 

7,568

7,626

Other assets

10

108,096

100,908

 

 

1,527,081

1,272,341

Current assets

 

 

 

Inventories

11

485,400

440,767

Trade receivables

 

576,645

443,645

Other assets

10

298,623

254,999

Income tax receivables

 

12,368

19,478

Other financial assets

 

-

3,254

Cash and cash equivalents

 

314,442

392,853

 

 

1,687,478

1,554,996

Total assets

 

3,214,559

2,827,337

 

 

 

 

Equity and liabilities

 

 

 

Total equity

 

 

 

Attributable to equity holders of Vivo Energy plc

 

681,562

532,959

Attributable to non-controlling interest

 

53,013

48,372

 

 

734,575

581,331

Liabilities

 

 

 

Non-current liabilities

 

 

 

Lease liabilities

 

101,500

97,622

Borrowings

12

337,048

313,779

Provisions

 

105,287

75,150

Deferred income taxes

 

75,562

51,206

Other liabilities

13

142,169

143,631

 

 

761,566

681,388

Current liabilities

 

 

 

Lease liabilities

 

17,109

13,228

Trade payables

 

1,133,481

1,060,528

Borrowings

12

317,428

286,388

Provisions

 

12,764

15,177

Other financial liabilities

 

3,153

-

Other liabilities

13

191,980

165,196

Income tax payables

 

42,503

24,101

 

 

1,718,418

1,564,618

Total liabilities

 

2,479,984

2,246,006

Total equity and liabilities

 

3,214,559

2,827,337

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 2019

 

 

Attributable to equity holders of Vivo Energy plc

 

 

 

 

 

Other reserves

 

 

 

 US $'000 

Share capital

Share

premium

Retained

earnings

Reserves

Retirement

benefits

Currency

translation

difference

Fair value reserves

Equity settled incentive schemes[1)

NCI reserves

Total

NCI

Totalequity

Balance at 1 January 2019

600,899

3,135

71,895

(135,272)

2,092

(20,479)

1,204

9,485

-

532,959

48,372

581,331

Net income

-

-

62,975

-

-

-

-

-

-

62,975

8,742

71,717

Other comprehensive income

-

-

-

-

(177)

(13,803)

-

-

-

(13,980)

(9,142)

(23,122)

Total comprehensive income

-

-

62,975

-

(177)

(13,803)

-

-

-

48,995

(400)

48,595

Share-based expense

-

-

-

-

-

-

-

207

-

207

-

207

Share issuance related to acquisition2,3

31,602

-

-

81,533

-

-

-

-

-

113,135

10,254

123,389

Share issuance related to share awards

535

1,182

611

(389)

-

-

-

(1,939)

-

-

-

-

Transactions with non-controlling interest

-

-

2,104

-

-

-

-

-

-

2,104

747

2,851

Dividends paid/declared

-

-

(15,838)

-

-

-

-

-

-

(15,838)

(5,960)

(21,798)

Balance at 30 June 2019

633,036

4,317

121,747

(54,128)

1,915

(34,282)

1,204

7,753

-

681,562

53,013

734,575

 

 

 

 

 

For the six-month period ended 30 June 2018

 

 

Attributable to equity holders of Vivo Energy plc

 

 

 

 

 

Other reserves

 

 

 

 US $'000 

Share capital

Share

premium

Retained

earnings

Reserves

Retirement

benefits

Currency

translation

difference

Fair value reserves

Equity settled incentive schemes1

NCI reserves

Total

NCI

Totalequity

Balance at 1 January 2018

30

244,753

309,218

-

(2,294)

(160,226)

2,446

1,904

5,715

401,546

46,075

447,621

Net income

-

-

64,981

-

-

-

-

-

-

64,981

6,277

71,258

Other comprehensive income

-

-

-

-

71

(11,267)

-

-

-

(11,196)

(1,198)

(12,394)

Total comprehensive income

-

-

64,981

-

71

(11,267)

-

-

-

53,785

5,079

58,864

IPO related re-organisation impact2

(30)

(244,753)

(364,511)

-

2,248

152,382

(2,446)

(1,904)

(5,715)

(464,729)

-

(464,729)

Capital contribution

1,800,000

-

-

(1,335,272)

-

-

-

-

-

464,728

-

464,728

Directors subscription

2,698

1,336

-

-

-

-

-

-

-

4,034

-

4,034

Capital reduction

(1,201,799)

1,799

-

1,200,000

-

-

-

-

-

-

-

-

Share-based expense

-

-

-

-

-

-

-

1,937

-

1,937

-

1,937

Dividends paid

-

-

-

-

-

-

-

-

-

-

(718)

(718)

Balance at 30 June 2018

600,899

3,135

9,688

(135,272)

25

(19,111)

-

1,937

-

461,301

50,436

511,737

The notes are an integral part of these interim condensed consolidated financial statements.

 

 

 

Equity settled incentive schemes include the Long-Term Incentive Plan ('LTIP') and the IPO Share Award Plan.

2 Refer to general information (note 1).

3 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.

 

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

 

 

Six-month period ended

US $'000 

Notes

30 June 2019

30 June 2018

Operating activities

 

 

 

Net income

 

71,717

71,258

Adjustment for:

 

 

 

Income taxes

 

46,627

42,573

Amortisation, depreciation and impairment

 

49,715

44,189

Net gain on disposal of PP&E and intangible assets

5

(389)

(829)

Share of profit of joint ventures and associates

 

(11,227)

(12,144)

Dividends received from joint ventures and associates

 

8,175

8,929

Current income tax paid

 

(37,990)

(62,438)

Net change in operating assets and liabilities and other adjustments

14

(108,289)

(35,877)

Cash flows from operating activities 

 

18,339

55,661

Investing activities

 

 

 

Acquisition of businesses, net of cash acquired

8

(11,843)

(547)

Purchases of PP&E and intangible assets

 

(49,457)

(60,803)

Proceeds from disposals of PP&E and intangibles assets

 

519

1,784

Other investing activities

 

2,851

-

Cash flows from investing activities 

 

(57,930)

(59,566)

Financing activities

 

 

 

Proceeds from issuance of shares

 

-

525

Net (repayments)/proceeds (of)/from long-term debt

 

21,818

-

Net (repayments)/proceeds (of)/from bank and other borrowings

 

8,667

(65,864)

Repayment of lease liability

 

(13,607)

(12,080)

Dividends paid

 

(19,233)

(718)

Interest paid

 

(24,272)

(21,924)

Interest received

 

3,856

3,140

Cash flows from financing activities

 

(22,771)

(96,921)

Effect of exchange rate changes on cash and cash equivalents

 

(16,049)

(5,749)

Net decrease in cash and cash equivalents

 

(78,411)

(106,575)

Cash and cash equivalents at beginning of period

 

392,853

422,494

Cash and cash equivalents at end of period

 

314,442

315,919

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 in conjunction with the pre-IPO reorganisation on 12 March 2018 in the United Kingdom under the Companies Act 2006 (Registration number 11250655). 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 on 10 May 2018.

These interim condensed consolidated financial statements of the Company as at and for the six-month period ended 30 June 2019 comprise the Company and its consolidated subsidiaries and subsidiaries undertakings (together referred to as 'Vivo Energy' or the 'Group') including Vivo Energy Overseas Holdings Limited ('VEOHL') which was acquired on 1 March 2019, a retailer and marketer of Engen-branded fuels and lubricants in Africa.

2. Basis of preparation

The Company's interim condensed consolidated financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' standards as adopted by the European Union. 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 2018, which have been prepared in accordance with IFRS as adopted by the European Union. The results of VEOHL have been consolidated from March 2019, therefore including the four-month period ended 30 June 2019 and the balances at 30 June 2019.

The interim condensed consolidated financial statements have been prepared on a going concern basis of accounting. At the time of approving the interim financial statements, the Directors have a reasonable expectation that the Company and 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 revenue and expenses during the reporting period. Actual results may vary from these estimates. The estimates and underlying assumptions, as disclosed in the 2018 Annual Report, are reviewed on an ongoing basis. During the period no changes have been noted to estimates which require significant judgement by management and no new significant judgements or estimates have been identified. Refer to note 8 for the preliminary business combination impact in relation to the Engen acquisition.

The interim condensed consolidated financial statements follow the same accounting policies as those in the Vivo Energy plc 2018 Annual Report with the addition of the Group accounting policy on business combination.

2.1 Business combination accounting policy

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets and liabilities transferred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition by acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. Acquisition related costs are expensed as incurred.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 'Financial Instruments' either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.2 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 2019.

The following amendments had been early adopted by the Group in 2017 and 2018 respectively:

- IFRS 16 Leases (retrospectively)

- IFRIC 23 Uncertainty over income tax treatments.

The Group does not expect the application of the following standards that are effective for annual periods beginning on or after 1 January 2019 to have a material impact on the Group's consolidated financial statements.

- IAS 19 Plan amendment, curtailment or settlement

- Annual improvements to the IFRS Standards 2015-2017 cycle clarify explanations in the following:

·; IFRS 3 Business combinations

·; IFRS 11 Joint arrangements

·; IAS 12 Income taxes

·; IAS 23 Borrowing costs.

There are no IFRS or IFRIC interpretations that are not yet effective which would be expected to have a material impact on the Group.

2.3 Functional currency

On 1 March 2019, Vivo Energy completed the acquisition of VEOHL, formerly known as Engen International Holdings (Mauritius) Limited including its subsidiaries in Zimbabwe. The reporting and translation of the Zimbabwe subsidiaries have been impacted by recent monetary policy changes in Zimbabwe.

 

In February 2019, the Governor of the Reserve Bank of Zimbabwe ('RBZ') announced a new Monetary Policy Statement ('MPS') whose highlights were:

 

- Denomination of Real-time gross settlement ('RTGS') balances, bond notes and coins collectively as RTGS dollars. RTGS dollars became part of the multi-currency system.

- RTGS dollars to be used by all entities (including government) and individuals in Zimbabwe for purposes of pricing of goods and services, recording debts, accounting and settlement of domestic transactions.

- Establishment of an inter-bank foreign exchange market where the exchange rate will be determined by market forces.

 

The MPS was followed by the publication of Statutory Instrument 33 of 2019 (SI33) on 22 February 2019. The Statutory Instrument gave effect to the introduction of the RTGS dollar as legal tender and prescribed that 'for accounting and other purposes' assets and liabilities on the effective date would be deemed to be RTGS dollars at a rate of 1:1 to the USD and would become opening RTGS dollar values from the effective date.

At acquisition of VEOHL on 1 March 2019, the functional currency of the Zimbabwe subsidiary was assessed in accordance with IAS 21 'The Effects of Changes in Foreign Exchange Rates'. From the date of acquisition, the functional currency is considered to be the RTGS dollar, given that fuels and lubricants are sold in RTGS dollar, labour and other expenditure are priced and settled in RTGS dollars and the primary economic environment that the entity generates cash flow from operations, is Zimbabwe. Furthermore, secondary factors such as the currency in which funds from financing activities are generated and the currency in which receipts from operating activities are retained, supports the RTGS dollar as the functional currency.

Foreign exchange transactions and balances are reported in accordance with IAS 21, 'The Effects of changes in foreign exchange rates'. The official exchange rates as published by the RBZ have been used in the preparation of these interim financial statements. The RTGS dollar exchange risk may be sensitive to a number of variables. At 30 June 2019, if exchange rate of RTGS dollar to USD had been 25% higher/lower with all other variables held constant, the impact on Group net income for the period would have been $0.1m higher/lower mainly as a result of higher/lower foreign exchange gain/loss.

The RBZ introduced an exchange control registration process for certain foreign denominated liabilities (legacy debts) that were outstanding as at 22 February 2019. The purpose of the registration was to provide the RBZ with sufficient information that will allow it to determine a roadmap for orderly expunging of legacy debts. Registered liabilities as at 30 June 2019 approximated $63m under the scope of legacy debts to be settled by the Group using an exchange rate of 1:1 USD/RTGS dollar. A related government receivable to VEOHL has been written off in the opening balance sheet as of 1 March 2019. These foreign balances were recorded and converted at an exchange rate of 1:1 USD/RTGS dollar at 30 June 2019, which was the rate at which legacy debts were settled towards the central bank subsequent to period end in accordance with Exchange Directive Rule 102/2019.

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 2019

US $'000

Financial

assets at

 amortised cost

Financial assets at FVTPL

Financial

assets at

FVTOCI

Total

 carrying

 value

Fair value

Financial assets

 

 

 

 

 

Trade receivables[1]

576,645

-

-

576,645

576,645

Cash and cash equivalents

314,442

-

-

314,442

314,442

Financial assets at FVTOCI

-

-

7,568

7,568

7,568

Other assets[2]

94,449

-

-

94,449

94,449

Total

985,536

-

7,568

993,104

993,104

 

[1] Trade receivables include credit secured receivables of $220m (31 December 2018: $197m).

[2] Other assets (note 10) exclude the following elements that do not qualify as financial instruments: prepayments, VAT and duties receivable and other government benefits receivable.

 

 

 

 

 

 

 

 

30 June 2019

US $'000

 

 

Financial

liabilities at

FVTPL

Financial liabilities measured at amortised cost

Total carrying value

Fair value

Financial liabilities

 

 

 

 

 

 

Trade payables

 

 

-

1,133,481

1,133,481

1,133,481

Borrowings

 

 

-

654,476

654,476

654,476

Other liabilities[1]

 

 

-

221,460

221,460

221,460

Lease liabilities

 

 

-

118,609

118,609

118,609

Other financial liabilities

 

 

3,153

-

3,153

3,153

Total

 

 

3,153

2,128,026

2,131,179

2,131,179

 

 

 

 

31 December 2018

US $'000

Financial

 assets at

 amortised cost

Financial assets at FVTPL

Financial

assets at

 FVTOCI

Total

 carrying

 value

 

Fair value

Financial assets

 

 

 

 

 

Trade receivables[2]

443,645

-

-

443,645

443,645

Cash and cash equivalents

392,853

-

-

392,853

392,853

Financial assets at FVTOCI

-

-

7,626

7,626

7,626

Other assets[3]

92,922

-

-

92,922

92,922

Other financial assets

-

3,254

-

3,254

3,254

Total

929,420

3,254

7,626

940,300

940,300

 

 

 

 

 

31 December 2018

US $'000

 

 

Financial liabilities at amortised cost

Total carrying value

Fair value

Financial liabilities

 

 

 

 

 

Trade payables

 

 

1,060,528

1,060,528

1,060,528

Borrowings

 

 

600,167

600,167

600,167

Other liabilities[4]

 

 

219,582

219,582

219,582

Lease liabilities

 

 

110,850

110,850

110,850

Total

 

 

1,991,127

1,991,127

1,991,127

 

[1] Other liabilities (note 13) exclude the following elements that do not qualify as financial instruments: other tax payable and deferred income.

[2] Trade receivables include credit secured receivables of $220m (31 December 2018: $197m).

[3] Other assets (note 10) exclude the following elements that do not qualify as financial instruments: prepayments, VAT and duties receivable and other government benefits receivable.

[4] Other liabilities (note 13) exclude the following elements that do not qualify as financial instruments: other tax payable and deferred income.

 

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). Since the value is based on the net asset value of the related investments, no sensitivity analysis is presented.

The following table presents the changes in level 3 items for the periods ended 30 June 2019 and 31 December 2018:

US $'000

Financial assets

 at FVTOCI

Opening balance 1 January 2018

6,314

Fair value adjustment

1,204

Foreign exchange differences

108

Closing balance 31 December 2018

7,626

Fair value adjustment

-

Foreign exchange differences

(58)

Closing balance 30 June 2019

7,568

The fair value through other comprehensive income are the only level 3 financial assets within the Group. There were no changes made during the year 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 segments 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. There have been no intersegment sales during the reporting period.

The following tables present revenues and profit information regarding the Group's operating segments:

 

Six-month period ended 30 June 2019

US $'000

Retail

Commercial

Lubricants

Consolidated

Revenues from external customers

2,518,099

1,203,502

181,468

3,903,069

Gross profit

195,418

88,124

34,400

317,942

Add back: Depreciation and amortisation in cost of sales

20,706

10,637

1,314

32,657

Gross cash profit

216,124

98,761

35,714

350,599

Adjusted EBITDA

122,173

63,010

27,131

212,314

 

 

Six-month period ended 30 June 2018

US $'000

Retail

Commercial

Lubricants

Consolidated

Revenues from external customers

2,389,615

1,099,462

183,665

3,672,742

Gross profit

196,538

80,910

34,614

312,062

Add back: Depreciation and amortisation in cost of sales

20,526

10,544

1,303

32,373

Gross cash profit

217,064

91,454

35,917

344,435

Adjusted EBITDA

120,771

57,361

25,418

203,550

 

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

Share of profit of joint ventures and associates included in segment EBITDA

 

 

Lubricants

6,458

5,706

Retail

2,639

2,721

Commercial

2,130

3,717

Total

11,227

12,144

 

The amount of revenues from external customers by location of the customers is shown in the table below.

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

Revenues from external customers by country

 

 

Morocco

720,342

755,249

Kenya

609,493

635,018

Ghana

303,410

293,742

Other

2,269,824

1,988,733

Total

3,903,069

3,672,742

The amount of non-current assets held by country is shown in the table below.

US $'000

 30 June 2019

31 December 2018

Non-current assets by country (excluding deferred tax)

 

 

Netherlands

230,043

206,015

Morocco

186,610

187,461

Kenya

131,884

124,531

Other

943,236

717,960

Total

1,491,773

1,235,967

 

Reconciliation of non-GAAP 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 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 key management performance measures.

The Group defines Headline earnings 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. Further explanations of all non-GAAP measures can be found on page 11 of this report.

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

EBIT

150,299

132,123

Depreciation, amortisation and impairment

49,715

44,189

EBITDA

200,014

176,312

Adjustments to EBITDA related to special items:

 

 

IPO[1] and Engen acquisition related expenses[2]

6,901

23,893

Write-off of non-current asset[3]

3,227

-

Restructuring[4]

2,172

1,013

Management Equity Plan

-

2,332

Adjusted EBITDA

212,314

203,550

    

 

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

Net income

71,717

71,258

Adjustments to net income related to special items:

 

 

IPO1 and Engen acquisition related expenses2

6,901

23,893

Write-off of non-current asset3

3,227

-

Restructuring4

2,172

1,013

Management Equity Plan

-

2,332

Tax on special items

(1,781)

(3,459)

Adjusted net income

82,236

95,037

 

[1] IPO costs were incurred to list the Company on the London Stock Exchange Main Market and the Main Board of the JSE Limited by way of secondary inward listing. The decision to float and list the Company does not form part of the normal core operations of the business and is, therefore, treated as special items.

[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). Related integration project expenses are treated as special items.

[3] The Group has recognised a write-off related to a government benefits receivable as a result of a retrospective price structure change by the government to finance their outstanding debt. Such retrospective changes of existing price structures are considered non-recurring and are not representative of the core operational business activities and performance and are, therefore, treated as special items.

[4] Restructuring expense relates to the Engen integration as well as our cost optimisation programme. The impact does not form part of the core operational business activities and performance and should, therefore, be treated as special items.

 

 

 

 

Six-month period ended

US $

 

 

30 June 2019

30 June 2018

Diluted EPS (see note 9)

 

 

0.05

0.05

Impact of special items

 

 

0.01

0.02

Adjusted diluted EPS

 

 

0.06

0.07

        

 

 

 

Six-month period ended

US $'000, unless otherwise indicated

 

 

30 June 2019

30 June 2018

Headline Earnings Per Share

 

 

 

 

Net income attributable to owners

 

 

62,975

64,981

Re-measurements:

 

 

 

 

Net gain on disposal of PP&E and intangible assets

 

 

(389)

(829)

Write-off of non-current asset

 

 

(3,227)

-

Income tax on re-measurements

 

 

756

241

Headline earnings

 

 

60,115

64,393

Weighted average number of ordinary shares

 

 

1,244,210,706

1,201,798,866

Headline EPS (US $)

 

 

0.05

0.05

Diluted number of shares

 

 

1,244,210,706

1,204,209,416

Diluted headline EPS (US $)

 

 

0.05

0.05

ETR

 

 

39.4%

37.4%

      

5. Other income and expense

 

 

Six-month period ended

US $'000

 

 

30 June 2019

30 June 2018

Gain on disposals of property, plant and equipment and intangible assets

 

 

389

829

Gain/(loss) on financial instruments

 

 

461

(322)

Other income

 

 

54

505

 

 

 

904

1,012

6. Finance income and expense

 

 

Six-month period ended

US $'000

 

 

30 June 2019

30 June 2018

Finance expense

 

 

 

 

Interest on bank and other borrowings and on lease liabilities

 

 

(15,875)

(11,117)

Interest on long-term debt including amortisation of set-up fees

 

 

(15,751)

(5,956)

Foreign exchange loss

 

 

(1,252)

(2,014)

Accretion expense net defined benefit liability

 

 

(847)

(1,053)

Other

 

 

(2,031)

(1,292)

 

 

 

(35,756)

(21,432)

Finance income

 

 

 

 

Interest from cash and cash equivalents

 

 

3,801

3,140

 

 

 

3,801

3,140

Finance expense - net

 

 

(31,955)

(18,292)

7. Income taxes

Income tax expense is recognised based on management's estimate of the annual effective income tax rate of 39.4% for the six-month period ended 30 June 2019 (37.4% for the six-month period ended 30 June 2018). The effective tax rate used for the six-month period ended 30 June 2019 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.

8. Business combination

On 1 March 2019 Vivo Energy Investments B.V., a subsidiary of the Group, acquired 100% of the shares in Vivo Energy Overseas Holding Limited (VEOHL), a retailer and marketer of Engen branded fuels and lubricants in Africa. VEOHL markets its products to retail customers through a large network of Engen-branded service stations, including convenience retail offerings, as well as directly to commercial customers. In the comparative period in the 2018 year, there were no business combination transactions.

 

The transaction with VEOHL added operations in eight new countries and over 230 Engen-branded services stations expanding the Group's presence across 23 countries in Africa. The new markets for the Group are Gabon, Malawi, Mozambique, Reunion, Rwanda, Tanzania, Zambia and Zimbabwe. VEOHL's Kenya operations, a market in which the Group currently operates, is the ninth country included in the transaction. The acquisition is considered to have increased the Group's market share, making it the largest pan-African independent network, and will reduce costs through economies of scale.

 

VEOHL was acquired for a purchase consideration of $177m. The consideration was paid by a share issuance of 63,203,653 ordinary shares measured at the market price of the company's shares as listed on the London Stock Exchange on 1 March 2019, amounting to $113m and a $64m cash settlement. This has resulted in Engen Holdings (Pty) Limited holding a circa 5% shareholding in the Group.

 

US $'000

1 March 2019

Cash

64,005

Ordinary shares issued

113,135

Total purchase consideration

177,140

 

Acquisition-related costs of $6m not directly attributable to the issuance of shares are included in general and administrative expenses in profit or loss and in operating cash flows in the statement of cash flows.

 

In accordance with the requirements of IFRS 3 (revised), 'Business combinations', the initial accounting for the VEOHL business combination is incomplete, as additional information necessary to identify and measure assets and liabilities are being received. Accordingly, the amounts recognised in the condensed interim financial statements are provisional as at 30 June 2019.

 

The following table summarises the preliminary values of identifiable assets acquired and liabilities assumed with the acquisition of VEOHL, as at the acquisition date:

US $'000

1 March 2019

Property, plant and equipment

148,805

Right-of-use assets

16,315

Intangible assets

25,758

Investments in joint ventures and associates

1,655

Other assets[1]

37,739

Deferred tax asset

512

Inventories

63,836

Trade receivables

67,231

Cash and cash equivalents

52,162

Lease liabilities

(16,133)

Trade payables

(145,266)

Borrowings

(27,261)

Provisions

(31,170)

Other liabilities

(28,596)

Income tax payables

(20,687)

Deferred tax liabilities

(21,750)

Net identifiable assets

123,150

Less: Non-controlling interest (NCI)[1]*

(10,254)

Add: Goodwill

64,244

Net assets

177,140

 

 

(1] Included in other assets is an indemnification asset of $6m.

 

[1]* The non-controlling interest has been measured at its proportionate share of the net identifiable assets in VEOHL.

 

Goodwill can be attributed to future synergies to be derived through the acquisition and the business knowledge and technical skills of the acquired workforces. Future synergies are expected through increased market penetration and expansion as well as improved profitability from operating under the Vivo Energy business model.

Acquisition contribution to the business

VEOHL contributed revenues of $260m and a net income of $2m to the Group for the period 1 March 2019 to 30 June 2019. Had the acquisition occurred at 1 January 2019 revenue for the half year 2019 would be circa $390m and net income would be circa $3m.

At acquisition, contingent liabilities of $8m were recognised at fair value. These contingencies relate to ongoing legal claims of VEOHL and its subsidiaries. The Group has identified contingent assets to the value of $1m in relation to legal action ongoing at acquisition date.

The fair value of trade receivables at acquisition was $67m. The gross contractual amount was $76m, of which $9m is expected to be uncollectible.

9. Earnings per share

Basic and diluted EPS were computed as follows:

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2019

30 June 2018

Basic earnings per share

 

 

Net income

71,717

71,258

Attributable to owners

62,975

64,981

Weighted average number of ordinary shares

1,244,210,706

1,201,798,866

Basic earnings per share (US $)

0.05

0.05

 

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2019

30 June 2018

Diluted earnings per share

 

 

Earnings attributable to owners

62,975

64,981

Diluted number of shares

1,244,210,706

1,204,209,416

Diluted earnings per share (US $)

0.05

0.05

 

 

Six-month period ended

US $'000, unless otherwise indicated

30 June 2019

30 June 2018

Adjusted diluted earnings per share

 

 

Diluted earnings per share

0.05

0.05

Impact of special items

0.01

0.02

Adjusted diluted earnings per share (US $)

0.06

0.07

 

 

10. Other assets

US $'000

30 June 2019

31 December 2018

Prepayments

135,408

109,306

Other government benefits receivable

120,186

123,091

VAT and duties receivable

56,676

30,588

Indemnification asset on legal and tax claims

15,628

9,629

Employee loans

6,618

7,912

Other[1]

72,203

75,381

 

406,719

355,907

Of which current

298,623

254,999

Of which non-current

108,096

100,908

 

406,719

355,907

 

Other government benefits receivable

US $'000

30 June 2019

31 December 2018

Senegal

40,274

30,236

Botswana

26,833

33,353

Morocco

23,687

27,370

Guinea

11,879

10,660

Madagascar

6,534

9,974

Other

10,979

11,498

 

120,186

123,091

11. Inventories

US $'000

30 June 2019

31 December 2018

Fuel

403,124

364,120

Lubricants

76,065

70,070

Other

6,211

6,577

 

485,400

440,767

 

Cost of sales as disclosed on the face of the consolidated statement of comprehensive income include the total expense for inventory during the half-year period for $3,463m (FY 2018: $6,719m). The carrying value of inventory represents the net realisable value.

Provisions for write-downs of inventories to the net realisable value amounted to $6m as per 30 June 2019 (H1 2018: $5m).

12. Borrowings

US $'000

Drawn on

Interest rate

Maturity

30 June 2019

31 December 2018

VEI BV Term Loan[2]

09/06/2017

Libor + 2.50%/3.00%

09/06/2022

350,051

391,753

VEI BV Revolving Credit Facility[3]

27/02/2019

Euribor + 1.50%/1.85%

 

62,812

-

Bank borrowings

 

 

 

241,613

208,414

 

 

 

 

654,476

600,167

Of which current

 

 

 

317,428

286,388

Of which non-current

 

 

 

337,048

313,779

 

 

 

 

654,476

600,167

 

[1] The amount in 'Other' mainly comprises items such as customer related deposits, other non-current receivables and loans to dealers.

[2] The amount includes financing costs of circa $3m (FY 2018: $3m).

[3] The amount includes financing cost of circa $2m.

 

 

Current borrowings consist of bank borrowings which carry interest rates between 1.50% and 18.00% per annum.

The carrying amounts of the Group's non-current and current borrowings approximate the fair value.

The VEI BV Term Loan facility was entered into on 9 June 2017. The facility matures on 9 June 2022 and has semi-annual repayments. Interest is paid quarterly at a rate of Libor plus a margin of 2.50% per annum. Incremental facility was drawn down on 18 December 2017 and carries an interest of Libor +2.50% for the amortised portion and Libor +3.00% for the bullet portion.

In May 2018, the Company established a new multi-currency revolving credit facility of $300 million. The multi-currency revolving credit facility consists of a primary $300 million. At the end of February 2019 an amount of $64 million was drawn in relation to the Engen acquisition.

Key covenants:

·; The Company needs to supply to the lender within 150 calendar days after year-end its audited annual consolidated financial statements, unaudited annual non-consolidated financial statements and the unaudited annual Group accounts of each operating unit. Within 90 days after each half of each financial year, the Company should provide its unaudited non-consolidated financial statements, unaudited consolidated financial statements and unaudited Group accounts for each operating unit for the financial half-year.

·; With each set of financial statements, a financial covenants compliance certificate has to be provided showing the debt cover 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 a shareholder, other than permitted ones, takes control of the Company.

No covenants were breached in the last applicable period.

13. Other liabilities

US $'000

30 June 2019

31 December 2018

Other tax payable

98,684

80,098

Oil fund liabilities

86,243

86,502

Deposits owed to customers

59,002

60,171

Employee liabilities

48,634

61,517

Deferred income

14,005

9,147

Other

27,581

11,392

 

334,149

308,827

Of which current

191,980

165,196

Of which non-current

142,169

143,631

 

334,149

308,827

 

 

14. Net change in operating assets and liabilities and other adjustments

 

Six-month period ended

US $'000

30 June 2019

30 June 2018

Inventories

13,084

(105,305)

Trade receivables

(72,921)

(70,301)

Trade payables

(42,951)

215,123

Other assets

(12,202)

(80,463)

Other liabilities

2,635

(16,538)

Provisions

(609)

(3,897)

Other

4,675

25,504

 

(108,289)

(35,877)

15. Commitments and contingencies

The Directors prepare a best estimate of contingent liabilities that should be recognised in respect of legal claims in the course of ordinary business. In many markets there is a high degree of complexity involved in the local tax regimes. The Group is required to exercise judgement in the assessment of any potential exposures in these areas. Where appropriate, the Group will make provisions or disclose contingencies in accordance with the relevant accounting principles.

The Group has identified contingent liabilities as part of the business acquisition of VEOHL, refer to note 8 for further disclosure.

 

 

16. 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 2019

US $'000

Joint ventures and associates

Shareholders

Other

Total

Sales of products and services, and other income

8,420

46,435

39

54,894

Purchase of products and services, and other expenses

113,817

529,589

-

643,406

 

 

Six-month period ended 30 June 2018

US $'000

Joint ventures and associates

Shareholders

Other

Total

Sales of products and services, and other income

7,061

71,421

44

78,526

Purchase of products and services, and other expenses

142,811

506,300

-

649,111

The following table presents the Group's outstanding balances with related parties:

 

30 June 2019

US $'000

Joint ventures and associates

Shareholders

Other

Total

Receivables from related parties

4,685

8,051

607

13,343

Payables to related parties

(32,019)

(190,830)

-

(222,849)

 

(27,334)

(182,779)

607

(209,506)

 

 

31 December 2018

US $'000

Joint ventures and associates

Shareholders

Other

Total

Receivables from related parties

3,911

13,005

534

17,450

Payables to related parties

(55,651)

(236,263)

-

(291,914)

 

(51,740)

(223,258)

534

(274,464)

The receivables from related parties arise from sales transactions which are due two months after the date of sales. The receivables are unsecured in nature and bear no interest. No provisions are held against receivables from related parties. The payables to related parties arise mainly from purchase transactions and are typically due two months after the date of purchase. These payables bear no interest.

17. Events after balance sheet period

Subsequent to the end of the period, the Board approved an interim dividend of circa 1.1 US cents per share, amounting to approximately $14 million. The dividend is expected to be paid on 23 September 2019 to shareholders of record at close of business on 23 August 2019. The dividend will be paid out of distributable reserves as at 30 June 2019.  

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 European Union and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group. The interim management 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 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 material 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.

 

The Directors of Vivo Energy plc are listed on page 60 of the Vivo Energy plc 2018 Annual Report dated 11 March 2019; there are no 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

 

 

 

 

 

Christian Chammas

Chief Executive Officer

1 August 2019

 

 

 

 

 

Johan Depraetere

Chief Financial Officer

1 August 2019

 

 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 2019. 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 International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union 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 2019;

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 have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. As disclosed in note 2 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

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

1 August 2019

 

 

 
 
 
 
 

 

 

 
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
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