1st Aug 2019 07:00
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
| Investor contact: Vivo Energy plc Giles Blackham, Head of Investor Relations +44 20 3034 3735
|
Tulchan Communications LLP Martin Robinson, Suniti Chauhan +44 20 7353 4200 |
|
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 non‑compliance 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.
1 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
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