16th Apr 2012 07:00
For Immediate Release 16 April 2012
APR Energy plc
Preliminary Results 2011
Pro-Forma Profits Above Expectations. 284MW New Contracts in 2012 to Date. Positive Outlook.
APR Energy plc (LSE: APR) ("APR Energy" or "the Company"), a global leader in temporary power solutions, today announces its preliminary results for the fiscal period ended 31 December 2011.
Note, reported financial statements cover a 14 month period from 1 November 2010 to 31 December 2011. The Company is also providing pro-forma financial data for the 12 month period from 1 January 2011 to 31 December 2011 to aid in both historical and future comparative analysis.
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Reported (1) | Pro-Forma (2) |
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($ millions) | 2011 | 2010 | 2011 | 2010 | % Change | ||||||
Revenue | 164.6 | -- | 212.8 | 126.1 | 69% | ||||||
Operating (loss)/profit | (45.2) | (10.5) | 60.3 | 34.5 | 75% | ||||||
(Loss)/profit before tax | (33.0) | (6.0) | 57.0 | 29.8 | 91% | ||||||
Net (loss)/profit | (41.4) | (6.0) | 41.4 | 9.5 | 336% | ||||||
Basic loss per share - cents | (70.97) | (14.90) | -- | -- | |||||||
(1) Reported figures cover the 14 month period from 1 November 2010 to 31 December 2011 and include trading results of APR Energy Cayman Limited and Falconbridge Services LLC and their subsidiaries (together, the "APR Group") for 7 months post date of acquisition
(2) Pro Forma figures cover the 12 month period ending 31 December 2011 for the APR Group, and include items of income and expense of APR Energy plc and APR Energy Holdings Limited for 7 months post acquisition. Figures exclude one-time transaction costs ($30.7M), and non-cash expense for amortisation of intangible assets ($46.5M) and other exceptional items ($27.9M). Pro-forma net profit also excludes a pre-acquisition foreign exchange gain ($9.9M). 2010 comparative pro-forma figures are those of the APR Group for the year ended 31 December 2010.
HIGHLIGHTS
·; Pro-forma revenues of $212.8 million up 69%; Reported revenues of $164.6 million
·; Pro forma profits above expectations:
o Pro-forma Adjusted EBITDA up 70% to $109.1 million
o Pro-forma net profits up 336% to 41.4 million
·; Pro-forma adjusted EBITDA margin of 51%
·; Reported Operating Loss of $45.2 million driven by exceptional items and non-cash amortisation of acquired intangibles
·; Strong balance sheet - Net cash balance of $63.1 million; new $400 million credit facility
·; New project awards to date in 2012 of 284MWs - Cyprus (120MW) and Mexico (100MW) as well as previously communicated wins in Angola (40MW) and Oman (24MW)
·; Success in contract extensions - all sites in Argentina, Martinique turbine project with EDF, UN Haiti contract
·; Panama and Dubai hubs operational; Asia hub in Malaysia on track for Q3 2012
·; Reiterate 2012 new fleet investment of $230 to $260 million
John Campion, Chief Executive Officer, said:
"2011 was a year of significant transformation for APR. With our capital constraints removed, we delivered rapid growth as evidenced in our fleet more than doubling to 900 MWs and pro-forma revenue increasing by 69%. Disciplined execution enabled us to maintain strong underlying margin performance, while building out our infrastructure to support future growth.
We have had a good start to 2012 with 284 MW's of new contracts won to date, as well as several contract extensions, and we maintain a strong commercial pipeline. We are well positioned to capitalise on the substantial market demand for temporary power solutions and are confident that 2012 will be a year of continued transformation and growth for APR."
Enquiries:
APR Energy
Brian Gallagher +44 (0) 20 3427 3747
+44 (0) 7775 906 075
Citigate Dewe Rogerson Consultancy + 44 (0) 20 7638 9571
Anthony Carlisle + 44 (0) 7973 611 888
Lydia-Claire Halliday + 44 (0) 7866 617 671
Analyst Conference
There will be an analyst conference this morning at 9.00 am GMT at the offices of Citigate Dewe Rogerson at 3 London Wall Buildings, London EC1R 0HL.
A webcast will available be on the APR Energy website - www.aprenergy.com
About APR Energy
APR Energy specialises in the sale of reliable and efficient electricity through the rapid deployment of Customised Turnkey Power Solutions globally. APR's power generation solutions, coupled with comprehensive operation and maintenance services and flexible commercial terms, have established APR as a leader in the utility and industrial segments. APR Energy provides power generation solutions to customers and communities around the world, with an emphasis in Africa, South America, Central America and Asia. In conjunction to its business of providing these world-class power solutions, APR Energy also implements philanthropic projects at each plant location through its Community Development Programme, which aims to build and maintain close relationships with its neighbours through projects and donations in health and education.
Cautionary Statement
This announcement (in particular the Chairman's Statement and the Chief Executive Officer's Report) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and overall performance. Certain statements in this announcement constitute or may constitute forward-looking statements. Any statement in this announcement that is not a statement of historical fact including, without limitation, those regarding the Company's future expectations, operations, financial performance, financial condition and business is or may be a forward-looking statement. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected or implied in any forward-looking statement. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. As a result, whilst they are made in good faithbased on information available up to the time of their approval of this announcement, you are cautioned not to place any reliance on such forward-looking statements. The forward-looking statements reflect knowledge and information available at the date of this announcement and the Company undertakes no obligation to update its view of such risks and uncertainties or to update the forward-looking statements contained herein. Nothing in this announcement should be construed as a profit forecast.
-End-
Chairman's Statement
A year ago, I reported to you as Chairman of Horizon Acquisition Company and expressed confidence we would identify a company which through the infusion of new equity, would transform its prospects and have significant advantage in its market. In June 2011, we acquired the APR Group, a leading provider of fast-track temporary power solutions. Following the acquisition, we renamed our company APR Energy plc, suspended trading in our shares until a prospectus presenting the new company could be prepared, and, in September 2011, successfully re-listed the new entity on the London Stock Exchange.
You will know that we were delayed in announcing our preliminary 2011 results against our own self-imposed deadline. We misjudged the time it would take to incorporate the sheer scale and complexity of issues involving two major capital transactions, adoption of different reporting requirements, and a London listing. We apologise for this and I can assure shareholders the Board has taken the appropriate actions to ensure this does not happen again. Throughout the period, however, APR Energy fully complied with all its statutory requirements, and the timing of our soon to be published annual report is as originally planned.
It is a pleasure to now report on the growth and performance of APR Energy in its first preliminary announcement as a quoted public company. We are very pleased with the results achieved in 2011, and are confident of delivering continued strong growth into 2012 and beyond.
Performance
The reported figures for APR Energy cover a fourteen month period to 31 December 2011 and include the consolidation of the acquired business for 7 months from the date of acquisition. The statutory results for the enlarged group show revenue of $164.6 million and an operating loss of $45.2 million due to the transaction costs ($30.7 million) associated with the acquisition, the amortisation of intangible assets ($46.5 million), and other exceptional items.
However, on a pro-forma basis, the results of APR (twelve month period ending 31 December 2011 and adjusted for exceptional items) show very strong growth with revenue up 69 per cent from 2010 to $212.8 million, operating profit up 75 per cent to $60.3 million, and net profit of $41.4 million (2010: $9.5 million). This growth was fuelled by order intake of over 500 megawatts, and included eight new contract wins and several extensions of existing projects.
Given the impact of intangible amortisation and exceptional items, the Company reported a basic loss per share of 70.97 cents compared to a loss per share of 14.90 cents in 2010.
The Company's balance sheet ended the year in a position of strength with all debt having been fully extinguished and a net cash balance of $63.1 million. With the completion of a newly expanded credit facility in November 2011 and the organic cash generation of the business, we believe there is sufficient funding capacity to finance growth well into the future.
APR and the Global Temporary Power MarketplaceAPR is a leader in the field of providing fast-track temporary power solutions. Our sole focus is on large-scale International Power Projects (IPP), which are often located in high-growth, high-demand emerging markets. The power capacity provided through these types of projects may fill a variety of needs, including supplemental power to cover high-demand seasonal periods or scheduled plant maintenance, emergency power for unplanned interruptions or reductions in supply, or dedicated power to run industrial operations.
The marketplace in which we operate is global and extensive. It benefits from strong growth drivers for the short, medium, and long term. It is a market where demand greatly outstrips supply, and this supply-demand gap should continue to rise due to underlying factors which are likely to persist for many years. These factors include rapid economic development in emerging markets, the advanced ageing of a number of power plants and infrastructure around the world, the lack of funds for construction of new permanent plants, and climatic impacts on rain-dependent hydroelectric power generation. In many countries, shortage and unreliability of electricity supply are key impediments to economic growth.
Our Business The solution to this supply gap is temporary power capacity. In this field, APR has built an enviable reputation. Through its flexible turnkey solutions, APR helps customers by rapidly deploying the power capacity to fill their supply gaps - when and where they need it - without requiring the customer to fund the up-front capital investment.
As part of this turnkey approach, APR Energy provides the installation, operation, and maintenance services for the power project as a whole, being a one-stop-shop for the customer. Deploying temporary power plants rapidly to remote - and often underdeveloped - parts of the world is no easy undertaking. However, APR has proven to be well equipped for the task, leveraging deep industry experience, considerable logistics and engineering capability, and hands-on involvement to ensure customer demands are met. By using state-of-the-art technology, APR has also been able to reduce maintenance costs and emissions, while providing customers with a highly reliable power source and greater flexibility in fuel type and footprint.
Positioning for Our FutureAs a result of its compelling customer value propositions, strong positioning within the marketplace, and an ability to deliver efficient solutions, APR has enjoyed robust growth over the past five years. Its continued strong prospects for growth aligned precisely with the investment criteria of Horizon Acquisition Company, which had been established to identify a single company offering considerable growth potential, but hampered by a shortage of capital. Horizon Acquisition Company therefore took the opportunity to acquire the APR Group in June last year, giving our existing shareholders some 60 per cent of the enlarged business, with APR Group management holding a further 11 per cent, and leaving $279 million of cash on the balance sheet.
Since June, APR has accelerated its growth rate, increased its fleet size substantially, and maintained its operating margins. It has won a significant number of new contracts and extended existing contracts, strengthened its management team, and continued its highly disciplined marketing and investment programmes.
APR has also executed upon several key strategic initiatives over the last few months, which have put it in position for strong growth in 2012 and beyond:
·; We signed two key global strategic partnerships - one with Caterpillar Inc., the other with Pratt & Whitney Power Systems - which provide us with reliable, state-of-the-art technology at beneficial pricing. The partnership with Pratt & Whitney also grants APR exclusivity in the rental power market with its mobile dual-fuel turbines. Both partnerships have already begun yielding new customer leads and opportunities.
·; We repaid the limited amount of short term debt held on APR's books and put in place a new $400 million 5-year revolving credit facility in order to fund continued future investment.
·; We opened our first regional hub in Panama this February and our second hub in Dubai this March, with a third hub in Malaysia to follow later this year. These hubs will further expand our global reach, improve operational efficiency, and allow us to deploy equipment faster and more efficiently in addressing regional opportunities and customers in need.
DividendIn our re-listing prospectus in September last year, we said that given the group's growth strategy and the capital requirements of the business we anticipated that, in the short to medium term, the majority of the Company's profits would be re-invested in the business. We also said, however, that we would maintain a regular review of our dividend policy and that we intended to pay an annual dividend.
I am pleased, therefore, that the Board is recommending a dividend for 2011 of 10 pence per share. Subject to the approval of shareholders at our Annual General Meeting on 24 May 2012, this dividend will be payable on 29 May 2012 to shareholders on the register at the close of business on 4 May 2012. The ex-dividend date will be 2 May 2012. The Board will continue to maintain a regular review of its dividend policy and reiterates its intention to pay an annual dividend.
Our Board of DirectorsUpon our re-listing last September, we put in place a strong Board, which has been active in the supervision of APR Energy's strategy and execution and in developing a high level of corporate governance. At the end of January this year, we welcomed Haresh Jaisinghani and James Hughes as Independent Non-Executive Directors, and Matthew Allen as a Non-Executive Director. These additions further strengthened our Board, and provide a mix of skills and experience which match APR's areas of strategic focus and growth.
Premium ListingIn our prospectus last September, we stated that in due course we may seek a premium listing, rather than our current standard listing, on the London Stock Exchange. The Company is now engaged on the work to prepare for a premium listing and we look forward to advising the market on timing in due course.
Outlook
The momentum of the business exiting 2011 has already carried into the new year with encouraging results posted in new order intake, several contract extensions, and execution on our regional hub strategy.
The structural dynamics of the temporary power market bode well for continued growth for APR in 2012. Given the strength of our current order book, a robust commercial pipeline of demand, and APR's focus on disciplined execution, we expect that 2012 will be another year of strong growth and continued progress on our strategic objectives.
In conclusion, 2011 has been an eventful and successful year for APR Energy and we are well positioned to continue this success. All that APR has achieved is due to the efforts and dedication of its management and employees, who have worked tirelessly in building the company into what it is today and will be in the future. On behalf of the Board, I thank each and every one of them and I look forward to reporting on their further achievements during this year.
Michael Fairey
Chairman
15 April 2012
Business Review
Chief Executive Officer's Report
2011 was a busy and eventful year for the Company, one in which APR has been significantly transformed. While our Directors and Management were engaged in capital markets transactions including a private equity investment in early March (for the APR Group) and the subsequent reverse acquisition by Horizon Acquisition Company in June and re-listing as APR Energy plc in September, the organisation remained focused on executing our growth strategies. The Company's progress is evident in the rapid growth of our fleet (358MW to 900MW at year end), the deployment of multiple new contracts including 203MW in Japan and 150MW in Senegal, the completion of supplier partnerships with Caterpillar Inc. and Pratt & Whitney Power Systems, and the expansion of our employee base around the world. Yet, despite all this change, we remained steady and focused as we build a sustainable engine of growth.
APR Energy has evolved significantly from only a couple of years ago, when our ability to grow our fleet was severely constrained by a lack of capital. Our accomplishments in 2011, together with a stronger balance sheet and a new five-year credit facility, have enabled us to enter a new phase in the Company's life-cycle - a phase in which we are well poised to take advantage of the growing structural demand for temporary power in 2012 and beyond.
Review of Trading
The statutory trading information provided in this report covers a fourteen-month period from 1 November 2010 to 31 December 2011, and reflects the results of the former Horizon Acquisition Company (now APR Energy plc) for the full period combined with the acquired entities post the date of acquisition in June 2011.To provide greater clarity on operational performance, we have also included pro-forma trading results of the APR Group (the acquired businesses) covering the twelve-month period from 1 January 2011 to 31 December 2011, and include items of income and expenditure of APR Energy plc and APR Energy Holdings Limited for the seven months post acquisition.
2011 was another year of strong growth for APR. Reported revenues totalled $164.6 million. However, the underlying trading business on a pro-forma basis delivered revenue growth of 69 per cent over 2010, with twelve-month revenues totalling $212.8 million. The significant growth was a direct result of new order intake of 513MW during the year coupled with contract extensions in Ecuador, Haiti and Peru.
Reported gross profit was $26.6 million, which includes the impact of $46.5 million of non-cash expense for intangible asset amortisation. On a pro-forma basis, gross profit totalled $89.0 million, up 95 per cent from $45.7 million in 2010. The pro-forma gross profit margin was 42 per cent compared to 36 per cent in 2010. The increase in underlying gross profit margin reflects operating efficiencies as the business has scaled and the impact of larger-scale projects that went into operation in 2011.
The Company reported an Operating Loss of $45.2 million in the 14-month period due to the impact of one-time transaction costs and non-cash expenses for the amortisation of acquired intangible assets in the period post acquisition date, and other exceptional items. On a pro-forma basis however, the Operating Profit totalled $60.3 million, up 75 per cent year on year, reflecting the continued growth in the business. Adjusted net profit was $41.4 million, up from $9.5 million 2010.
Pro-forma Adjusted EBITDA increased 70 per cent from $64.2 million in 2010 to $109.1 million in 2011 as a result of the overall growth in the business. Adjusted EBITDA margin was 51 per cent (2010: 51 per cent).
Capital expenditures on new fleet for the twelve month period ending 31 December 2011 were $298.5 million, up from $20.5 million in the same period last year. The significant growth in the fleet to a total of 900MW was the result of investment to support new project wins and to begin the build out of deployable capacity in our regional hub structure. The investment in the fleet also included the introduction of our first 140MW of dual fuel turbines that went into operation in Japan and Martinique.
Operational Progress
Operational excellence and responsive customer service are as important as a reliable, cost-effective fleet. To ensure we stay well positioned to meet the challenges of the temporary power market, we enacted the following initiatives to drive success in 2011 and beyond.
·; APR's fleet capacity and utilisationIn order to address pipeline growth and emerging opportunities, APR grew its power generation capacity substantially over 2010, from approximately 350MW to 900MW, more than doubling over the course of the year. This investment spanned across diesel reciprocating engines as well as high-capacity dual-fuel turbines. The fleet composition at year end was 78 per cent diesel and 22 per cent turbine technology. The rapid growth in fleet and timing of new projects coming on line impacted fleet utilisation. At the end of the year, 83 per cent of the fleet was under contract while 72 per cent was in operation and generating revenue.
·; Strategic partnershipsIn 2011, APR signed global strategic supplier partnerships with Caterpillar Inc. and Pratt & Whitney Power Systems, two of the world's leading manufacturers in mobile power generation technology. These partnerships give us access to state-of-the-art technology at competitive pricing. The Caterpillar agreement is a five-year term and covers both diesel and gas reciprocating engine technologies, as well as aftermarket support and sales/marketing collaboration. Our exclusive partnership with Pratt & Whitney, also a five year agreement, grants us exclusive worldwide rights within the power rental market to offer their mobile dual-fuel turbines. Both partnerships have already generated new leads and business opportunities.
·; Investment in dual-fuel turbinesThe Company has differentiated itself through its decision to provide the choice of dual-fuel turbines in addition to gas and diesel reciprocating generators in its fleet. Where gas is available to a customer, it can significantly cut the generating costs of electricity, as well as cutting emissions substantially. The aero-derived turbines are each capable of producing up to 25MW of power, the equivalent of some 25 diesel/gas reciprocating generators. Their small footprint to megawatt ratio radically improves the speed and logistics of transport, while their advanced turbine technology provides greater reliability, requires much less maintenance, and produces significantly less emissions than its reciprocating engine counterparts.
·; Increased regional presence in priority marketsIn 2011 we laid the groundwork for the opening of three regional hubs, including one in Panama, which opened in February of 2012, and another in Dubai, which opened in March of this year. A third hub in Malaysia is scheduled to open in the third quarter of 2012. These hubs will afford us significant improvements in our response time to customer needs and emerging opportunities, as well as serve as a base for expanding regional commercial and sourcing activities. By staging inventory of generating equipment closer to the customer in the hub locations, we will be able to deploy projects rapidly and cost-effectively.
Our People
The true heart and engine behind APR is its people. Without the hard work, passion and dedication of our employees, we could not have achieved the strong results we enjoyed in 2011. Over the course of 2011, we significantly expanded our global base of highly-skilled professionals from approximately 300 in January, 2011 to over 850 by the end of December, 2011. This included the addition of experienced personnel across key functions around the globe, including engineering, logistics, sales and marketing, finance, legal, and human resources. Many bring significant experience within the industry, and the quality and commitment of our new hires will play a key role in helping APR execute our growth objectives for 2012.
Our Communities
Throughout an incredibly busy and productive year, we maintained our pledge to make a meaningful contribution to the communities we serve. Our brand promise, Powering your Progress, means that we go beyond just providing a reliable source of power. We also help our communities by hiring within their local workforce and providing valuable skills training. Through our Community Development Programme, both our Company and our people provide significant contributions, including volunteer time, to serve local education and healthcare causes - whether it be providing immunisations in Peru or providing computers to a classroom in Botswana. Ultimately, our goal is to integrate with and become part of our local communities by building positive relationships and helping them prosper.
Current Trading
The momentum of the business as we exited 2011 has already carried over into the early part of 2012. Recent commercial activity has translated into new project awards totalling 284MW to date. These wins reflect the continued diversification of our global footprint and include 120MW in Cyprus, 100MW in Mexico, 40MW in Angola, and 24MW in Oman. In addition, several existing contracts have been extended, including all five plant sites in Argentina, the turbine contract in Martinique with EDF, and the current contract in Haiti. As such, the current order book (backlog of business) stands at nearly 7,200 MW-months.
Having received feedback from certain shareholders and given the stage of our company's life-cycle, we have decided going forward to report news of individual project wins of 50MW or more via a RNS release upon contract award. In addition, material contract extensions will also be announced via RNS. Subject to complying with our regulatory requirements, all other business development will be announced within normal channels of disclosure with results or interim management statements.
We continue to see steady demand for temporary power solutions across all regions and we maintain an active commercial pipeline of opportunities. We are closely monitoring the intake of new fleet to align with current inventory, known roll-off of assets and projected demand. We reiterate our expected investment in new fleet capital expenditures in the range of $230 to $260 million as we execute on the deployment of our regional hub strategy and position for future growth. We remain confident that 2012 will be a year of continued transformation and growth for APR.
John Campion
Chief Executive Officer
15 April 2012
Financial Review
Pro Forma (Unaudited) Financial Results and Performance Review
On 13 June 2011 APR Energy through its subsidiary APR Energy Holdings Limited acquired the entire issued share capital of APR Energy Cayman Limited and all of the membership interests of Falconbridge Services, LLC (these together, the "APR Group") (the "Acquisition").
To provide investors with greater clarity on the performance of the APR Group, pro forma unaudited financial information has been prepared to show the results of the APR Group for the twelve months ended 31 December 2011 and includes items of income and expenditure of APR Energy plc and APR Energy Holdings for the seven months post acquisition. The pro forma unaudited financial information has been prepared on an adjusted basis to exclude exceptional items and amortisation of intangible assets from the business combination.
Selected Income Statement Data - Pro Forma Unaudited Results for 12 months ended 31 December 2011
($ millions)
2011 | 2010 | % Change | |
Revenue | 212.8 | 126.1 | 69% |
Gross Profit | 89.0 | 45.7 | 95% |
Administrative Expenses | (28.7) | (11.3) | 154% |
Operating Profit | 60.3 | 34.5 | 75% |
Net Interest Expense | (3.3) | (4.6) | (28%) |
Profit before Tax | 57.0 | 29.8 | 91% |
Tax | (15.6) | (20.3) | (23%) |
Net Profit | 41.4 | 9.5 | 336% |
Adjusted EBITDA | 109.1 | 64.2 | 70% |
Pro-forma revenue for the twelve month period ended 31 December 2011 was $212.8 million, an increase of 69% over the same period last year. The increase in revenue was primarily driven by new contract wins that went into operation in 2011 including projects in Argentina, Burkina Faso, Japan, Martinique and Senegal. In addition, the 2011 results included $12.7 million associated with a one-time sale of assets as part of a short term project in Mozambique.
Operating Profit on a pro-forma basis increased 75% to $60.3 million. Improvement in the gross profit margins due to scale efficiencies as the business has expanded was partially offset by higher administrative expense. Increases in administrative expense over the prior year were driven by the growth in infrastructure and resources to support the business, the addition of public company costs, share based compensation expense and an increase in the net bad debt provision.
Net interest expense declined to $3.3 million as all debt was repaid in the year.
The 2011 tax charge on a pro forma basis was $15.6 million, reflecting an effective tax rate of 27%. The significant reduction in the effective tax rate from the prior period is a result of a reduction in withholding taxes and an increased share of profit from lower tax jurisdictions. Total withholding taxes for the 12 month period to 31 December 2011 were $10.8 million of which $8.9 million was withholdings on revenue and the remainder associated with lease payments.
Adjusted EBITDA totalled $109.1 million, an increase of 70% over the prior year (2010: $64.2 million). Adjusted EBITDA margin was 51% (2010: 51%).
Capital Expenditures on new fleet for the 12 month period ending 31 December 2011 were $298.5 million up from $20.5 million in 2010. The significant increase in fleet investment supported new project installations in the year and the initial build out of inventory for the regional hub infrastructure.
Return on Capital Employed (ROCE) is a key performance metric for the business. Given the significant increase in net operating assets associated with the growth of the business, coupled with the timing of new projects beginning operation and generating profits being skewed to the second half of the year, the ROCE (on a pro-forma basis) decreased to 20.7% (2010: 31.9%).
The table below provides a reconciliation of revenue, operating (loss)/profit and net (loss)/profit from the statutory results to the pro-forma basis figures described above.
Reconciliation of Pro Forma and Statutory Financial Results
($ million) | Revenue | Operating (Loss)/Profit | Net (Loss)/Profit |
Results - As Reported | 164.6 | (45.2) | (41.4) |
Adjustments: | |||
APR Group pre-acquisition date activity | 48.2 | 6.2 | (10.5) |
Horizon pre-acquisition date activity | (5.8) | (1.9) | |
Amortisation of acquired intangible assets | 46.5 | 46.5 | |
Transaction costs | 30.7 | 30.7 | |
Non-cash expense - Revaluation of founders securities | 27.9 | 27.9 | |
FX gain on conversion of £ balance sheet to US$ | (9.9) | ||
Results - Pro Forma | 212.8 | 60.3 | 41.4 |
Audited Statutory Financial Results
The statutory results for APR Energy plc for the period ended 31 December 2011 cover a fourteen month period which include the results of the former Horizon Acquisition Company plc and its direct subsidiary (together "Horizon") from 1 November 2010 and then as a combined entity (with the APR Group) from 13 June 2011.
Revenue
Revenue in the reported fourteen month period ended 31 December 2011 was $164.6 million, reflecting the revenue generated by the business in the seven month period post acquisition. This compares to no revenue in the prior year period, given the former Horizon Acquisition Company had no revenue generating operations.
Operating Loss
The reported Operating Loss was $45.2 million, compared to a loss in the prior year of $10.5 million. Despite profits generated by the underlying trading business in the period post the acquisition date, a loss was reported due to the impact of the amortisation of intangible assets and exceptional operating items noted below.
Amortisation of Intangible Assets
As a result of the Acquisition, the Company completed a fair value analysis of tangible and intangible assets. This analysis recognised intangible assets of $144.1 million. Included in the operating loss is a total of $46.5 million of amortisation expense related to those intangible assets. The amortisation expense includes $45.7 million associated with acquired customer contracts and $0.8 million of amortisation of the trade name. The amortisation related to the customer contracts is expensed over the remaining terms of the contracts (as of 13 June 2011). The amortisation of the trade name is being expensed over 25 years.
Exceptional Operating Items
Included in the Operating Loss of $45.2 million is a total of $58.6 million of exceptional items. These exceptional items are defined as costs that have arisen in the period which management do not believe are a result of normal operating performance and, if not properly disclosed, would distort year over year comparison of performance.
A total of $30.7 million of one-time expense relates to transaction costs incurred as part of the Acquisition and the subsequent re-listing process. The costs include legal and professional fees, the expense for the termination of a share appreciation rights plan and the expense for the early termination of the operating agreement with the founders of Horizon.
In accordance with IAS 39 the issue of shares and the recognition of the option value of the Founders securities have resulted in a non-cash charge to the income statement amounting to $27.9 million. On issue of the shares to settle the fair value of the D shares liability, the nominal value of the share capital has been recognised with any difference being recognised in retained earnings, with the effect of this transaction having no net effect on distributable profits.
Provision for Bad Debt
A provision for bad debt is recognised against trade receivables which are greater than 90 days past due based on estimated recoverable amounts. The net provision for bad debt was $1.9 million in the period.
Share-based Payments
In accordance with IFRS 2, a non-cash charge of $1.4 million dollars was recognised related to equity settled share-based payment transactions in the period ended 31 December 2011 (2010: $0.4 million). This expense relates to equity grants made under the Company's Performance Share Plan and the Non-Executive Director's share matching scheme.
Interest and Finance Cost
Net interest income for the year ended 31 December 2011 was $2.2 million. Interest income of $4.8 million generated from the cash and securities holdings of the Horizon entity prior to the Acquisition was partially offset by the finance costs of the APR Group debt facilities of $2.6 million for the period.
Foreign Exchange Gain
The functional currency for the Company changed from GBP to US dollars during the period. A foreign exchange gain of $9.9 million was recognised in the period, primarily in relation to the retranslation of cash balances prior to the Acquisition.
Tax
The Company's reported tax charge for the year was $8.5 million. The charge primarily comprises withholding taxes of $5.5 million and foreign income taxes in overseas jurisdictions of $3.9 million incurred in the APR Group in the period post Acquisition.
Loss per Share
Basic Loss per share was 70.97 cents for the reported period (2010: Loss per share of 14.9 cents).
Liquidity and Capital Resources
Net cash as at 31 December 2011 was $63.1 million. At year end, gearing fell to nil, as the Company had repaid all existing notes. Prior outstanding notes under a previous credit facility and a $51 million bridge loan associated with the Japan project were fully repaid. A summary analysis of cash flow is set out in the table below.
During the period, net cash flow from operations totalled $43.7 million. Growth in the business resulted in increased working capital requirements. Cash flow from investing activities primarily comprised the investment in subsidiary and purchases of property and equipment. Cash used in financing activities included $96.8 million of debt repayment.
In November 2011, the Company finalised a new $400 million five-year revolving credit facility with an international group of banks. This facility replaced the previous $55 million credit facility the APR Group had in place with Wells Fargo Bank, N.A.. To date, no cash has been drawn on the new facility.
The new facility provides for funding of capital expenditures, working capital requirements and letters of credit. Key financial covenants include a Total Leverage Ratio (Adjusted EBITDA/Total Leverage) at a maximum of 2:1 and an Interest Coverage Ratio (Adjusted EBITDA/Net Interest) at a minimum of 4:1.
Treasury Policies and Risk Management
The Company's Corporate Treasury function operates as a service centre for the business, coordinating access to capital markets and managing financial risks. Treasury does not undertake any speculative trading activity in financial instruments.
Foreign Currency Risk
The APR Group operates in many different countries around the world, which can expose it to foreign currency risks. In order to minimise exposure to such risk, the APR Group primarily contracts in US Dollars or in contracts with a price based on US Dollars at the date of transaction or payment if possible. Typically, the local currency conversion for customer payments is immediate. In some cases, the APR Group transacts in local currencies when purchasing materials and supplies for project operations.
In limited circumstances, the APR Group may use derivative instruments to economically hedge against foreign currency risk. Any hedges are limited in duration and correspond to the applicable contract payments or receipts to which the derivatives are associated. As at 31 December 2011 the APR Group held several contracts in place hedging future receipts in foreign currency.
Interest Rate Risk
The Company is exposed to interest rate risk on its borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. When applicable, the Company may elect to economically hedge interest rate risk associated with debt or borrowings under the credit facility by purchasing derivative instruments.
As at 31 December 2011, the Company had no cash borrowings.
Credit Risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as exposures to outstanding receivables from customers. Due to the nature of the Company's business in emerging markets, management believes the most significant of these risks to be exposures to outstanding receivables from customers.
To minimise the risk of a significant impact on the business due to a customer defaulting on its commitments, the Company closely monitors trade receivables. In addition, the Company utilises letters of credit from customers, contract insurance policies and up front deposits to mitigate this risk.
Going Concern
The Company's business, along with the key factors that can potentially impact future performance and the risks and uncertainties are described in the Business Review. The financial position as at 31 December 2011 is detailed in the Financial Review section above, including a net cash position of $63.1 million and significant capital resources available under the existing credit facility.
The Company's forecasts and projections, taking into account sensitivity analysis on various scenarios, show that the Company has more than sufficient resources to fund operations well into the future. Having completed this work, the directors are of the opinion that the Company has sufficient liquidity to continue operation for the foreseeable future and thus determine that it is appropriate to prepare the accounts on a going concern basis.
Dividends Proposed
At the upcoming AGM, the Board will recommend to shareholders that a resolution is passed to approve payment of a final dividend for the year ended 31 December 2011 of 10 pence per share, payable on 29 May 2012 to shareholders on the register at 4 May 2012. The ex-dividend date will be 2 May 2012.
Responsibility statement of the directors on the annual report
The responsibility statement below has been prepared in connection with the company's full annual report for the period ending 31 December 2011. Certain parts thereof are not included within this announcement.
We confirm that to the best of our knowledge:
- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
- the management report, which is incorporated into the Directors' report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
This responsibility statement was approved by the board of directors on 15 April 2012 and signed on its behalf by:
John Campion
Chief Executive
Consolidated Statement of Comprehensive Income
For the fourteen month period ended 31 December 2011
14 months ended | Year ended | ||||
31 December 2011 | 31 October 2010 | ||||
$'000 | $'000 | ||||
Note | |||||
Revenue | 2 | 164,617 | - | ||
Cost of sales | (91,519) | - | |||
Amortisation of intangible assets | 7 | (46,548) | - | ||
Gross Profit | 26,550 | - | |||
Selling, general and administrative expenses | (71,700) | (10,523) | |||
Operating loss | 3 | (45,150) | (10,523) | ||
Foreign exchange gain | 9,948 | - | |||
Finance income | 4,810 | 4,592 | |||
Finance costs | (2,567) | (106) | |||
Loss before taxation | (32,959) | (6,037) | |||
Taxation | 4 | (8,480) | - | ||
Loss for the period | (41,439) | (6,037) | |||
Total comprehensive loss for the period | (41,439) | (6,037) | |||
Loss per share | |||||
Basic loss per share - cents | 5 | (70.97) | (14.90) | ||
Diluted loss per share - cents | 5 | (70.97) | (14.90) |
Consolidated Statement of Financial Position
As at 31 December 2011
As at 31 | As at 31 | |||||||
| December 2011 | October 2010 | ||||||
Note | $'000 | $'000 | ||||||
Assets | ||||||||
Non-current assets | ||||||||
Goodwill | 6,10 | 541,046 | - | |||||
Other intangible assets | 7 | 97,652 | - | |||||
Property, plant and equipment | 8 | 406,899 | - | |||||
Capitalised financing costs | 5,172 | - | ||||||
Deposits | 1,392 | - | ||||||
Total non-current assets | 1,052,161 | - | ||||||
Current assets | ||||||||
Derivative asset Prepayments and other receivables |
2,258 6,001 |
- - | ||||||
Trade and other receivables | 37,059 | 2,310 | ||||||
Cash and cash equivalents | 63,061 | 645,540 | ||||||
Deferred tax asset | 4 | 3,551 | - | |||||
Deposits | 27,666 | - | ||||||
Total current assets | 139,596 | 647,850 | ||||||
Total assets | 1,191,757 | 647,850 | ||||||
Current liabilities | ||||||||
Trade and other payables | 31,396 | 812 | ||||||
Deferred tax liability | 4 | 2,939 | - | |||||
Income tax payable | 3,001 | - | ||||||
Deferred revenue | 10,479 | - | ||||||
Decommissioning provision | 9 | 17,902 | - | |||||
Total current liabilities
Non-current liabilities | 65,717 | 812 | ||||||
Borrowings | - | - | ||||||
Derivative liability | 4,961 | 16,149 | ||||||
Decommissioning provisions | 9 | 161 | - | |||||
Total non-current liabilities | 5,122 | 16,149 | ||||||
Total liabilities | 70,839 | 16,961 | ||||||
|
| |||||||
Share Capital | 12,696 | 6,579 |
| |||||
Share premium | 645,250 | 629,914 |
| |||||
Other reserves | 485,775 | - |
| |||||
Equity reserves | 1,795 | 433 |
| |||||
Retained earnings | (24,598) | (6,037) |
| |||||
| ||||||||
Total equity | 1,120,918 | 630,889 |
| |||||
| ||||||||
Total liabilities and equity | 1,191,757 | 647,850 |
| |||||
Consolidated Statements of Changes in Equity
For the fourteen month period ended 31 December 2011
Share | Share | Other | Equity | Retained | Total | |
capital | premium | reserves [1] | reserves | earnings | ||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Balance at 30 October 2009 | - | - | - | - | - | - |
Loss for the period | - | - | - | - | (6,037) | (6,037) |
Other comprehensive loss for the period | - | - | - | - | - | - |
Total comprehensive loss for the period | - | - | - | - | (6,037) | (6,037) |
Issued share capital | 6,579 | 643,398 | - | - | - | 649,977 |
Issue costs | - | (13,484) | - | - | - | (13,484) |
Credit for equity-settled share-based payments | - | - | - | 433 | - | 433 |
Balance at 31 October 2010 | 6,579 | 629,914 | - | 433 | (6,037) | 630,889 |
Loss for the period | - | - | - | - | (41,439) | (41,439) |
Other comprehensive loss for the period | - | - | - | - | - | - |
Total comprehensive loss for the period | - | - | - | - | (41,439) | (41,439) |
Issue of share capital | 6,117 | 15,336 | - | - | - | 21,453 |
Other reserves | - | - | 485,775 | - | - | 485,775 |
Credit to retained earnings relating to Founders D shares | - | - | - | - | 22,878 | 22,878 |
Credit to equity for equity-settled share based payments | - | - | - | 1,362 | - | 1,362 |
Balance at 31 December 2011 | 12,696 | 645,250 | 485,775 | 1,795 | (24,598) | 1,120,918 |
[1] Other reserves arise as a consequence of the application of merger relief to the acquisition of APR Group.
Consolidated Cash Flow Statement
For the fourteen month period ended 31 December 2011
14 months ended | Year ended | |||
31 December 2011 | 31 October 2010 | |||
Note | $'000 | $'000 | ||
Cash flows from operating activities | ||||
Loss for the period before taxation | (32,959) | (6,037) | ||
Adjustments for: | ||||
Depreciation and amortisation | 7, 8 | 85,581 | - | |
Amortisation of debt issuance costs | 658 | - | ||
Amortisation of financial liabilities | - | 106 | ||
Unwinding of discounts on decommissioning provisions/revisions of liability | 9 | 610 | - | |
Loss on sale or disposal of fixed assets | 8 | 1,012 | - | |
Provision for bad debt | 1,943 | - | ||
Equity-settled share-based payment expense | 1,362 | 433 | ||
Founder shares and securities valuation | 3 | 27,678 | - | |
Gain on derivative instruments | (2,258) | - | ||
Interest income | (4,810) | (4,592) | ||
Interest expense | 1,543 | - | ||
Movements in working capital: | ||||
Increase in trade and other receivables | (18,809) | (2,310) | ||
Increase in other current and non-current assets | (4,404) | - | ||
(Decrease)/increase in trade and other payables | (8,391) | 812 | ||
Settlement of decommissioning provisions | 9 | (837) | - | |
Increase in other liabilities | 2,804 | - | ||
50,723 | (11,588) | |||
Interest paid | (2,224) | - | ||
Interest received | 4,810 | 4,592 | ||
Income taxes paid | (9,605) | - | ||
Net cash generated from operating activities | 43,704 | (6,996) | ||
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | (195,802) | - | ||
Increase in deposits | (16,044) | - | ||
Acquisition of subsidiary (net of cash acquired) | (329,084) | - | ||
Net cash used in investing activities | (540,930) | - | ||
Cash flows from financing activities | ||||
Proceeds from the issue of share capital | - | 649,977 | ||
Issue costs | - | (13,484) | ||
Proceeds from the issue of Founder shares and Founder securities | - | 16,043 | ||
Cash from borrowings | 15,246 | - | ||
Repayment of borrowings | (96,816) | - | ||
Debt issuance costs | (3,762) | - | ||
Proceeds from deferred shares | 79 | - | ||
Net cash (used in)/from financing activities | (85,253) | 652,536 | ||
Net (decrease)/increase in cash and cash equivalents | (582,479) | 645,540 | ||
Cash and cash equivalents, beginning of the year | 645,540 | - | ||
Cash and cash equivalents, end of the year | 63,061 | 645,540 |
Note 1 Basis of preparation
The consolidated financial information for APR Energy plc and its subsidiaries (the "Company")
set out in this preliminary announcement has been derived from the audited consolidated financial statements of the Company for the period ended 31 December 2011 (the
"financial statements").
This preliminary announcement does not constitute the full financial statements prepared in
accordance with International Financial Reporting Standards ("IFRSs"). The financial statements
were approved by the Board of directors on 15 April 2012. Statutory accounts for 2010 have
been delivered to the Registrar of Companies and those for 2011 will be delivered in due course.
The report of the auditors on the financial statements was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report, and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006 or equivalent preceding legislation.
When published, the annual report will be available from www.aprenergy.com.
Note 2 Geographical information
The Company's revenue from continuing operations from external customers by location of operations and information about its non-current assets (excluding any applicable deferred tax balances) by location of assets is detailed below.
The Japan revenues represent a single customer which individually formed more than 10% of total revenues. Of the revenues from major customers, $34.0 million formed part of the net trade receivables at 31 December 2011 (31 October 2010 - nil).
Revenue by geographic location
14 months ended | Year ended | ||
31 December 2011 | 31 October 2010 | ||
$'000 | $'000 | ||
South America | 33,174 | - | |
Africa | 48,265 | - | |
Caribbean | 7,461 | - | |
Central America | 2,087 | - | |
Japan | 73,630 | - | |
Total | 164,617 | - |
Non-current assets by geographic location
As at 31 | As at 31 | ||
December 2011 | October 2010 | ||
$'000 | $'000 | ||
South America | 45,686 | - | |
Africa | 120,100 | - | |
Caribbean | 19,234 | - | |
Central America | 9,121 | - | |
Japan | 130,552 | - | |
Corporate | 727,468 | - | |
Total | 1,052,161 | - |
The corporate non-current assets primarily relate to the goodwill and intangible assets that arose on the date of acquisition.
Note 3 Operating loss
Operating loss for the period has been arrived at after charging/(crediting):
14 months ended | Period ended | |||
31 December 2011 | 31 October 2010 | |||
$'000 | $'000 | |||
Amortisation of intangible assets (note 7) | 46,548 | - | ||
Depreciation of property, plant and equipment (note 8) | 39,033 | - | ||
Payments under operating leases | 7,711 | - | ||
Transaction costs | 16,498 | - | ||
Staff costs | 9,624 | 577 | ||
Foreign exchange gains | (2,258) | - | ||
Impairment loss recognised on trade receivables | 1,943 | - | ||
Founder shares and securities revaluation | 27,678 | - | ||
Note 4 Tax
The Company's tax expenses are summarised in the following tables:
| 14 months ended | Year ended | ||
31 December 2011 | 31 October 2010 | |||
$'000 | $'000 | |||
Current tax | ||||
Current tax expense | 9,409 | - | ||
9,409 | - | |||
Deferred tax | ||||
Deferred tax credit recognised in the current period | (929) | - | ||
(929) | - | |||
Total tax expense recognised in the current year | 8,480 | - |
The tax expense for the year can be reconciled to the accounting profit as follows:
| 14 months ended | Year ended | ||
31 December 2011 | 31 October 2010 | |||
$'000 | $'000 | |||
Loss before tax on continuing operations | (32,959) | - | ||
Tax at the Cayman Corporation tax rate of 0% (2010 UK tax rate - 28%) | - | - | ||
Withholding taxes | 5,460 | - | ||
Effect of different tax rates of subsidiaries operating in other jurisdictions | 3,020 | - | ||
Total tax expense for the period | 8,480 | - |
The APR Group is not taxable in certain jurisdictions where either the jurisdictions do not impose an income tax or the entity is treated as a flow-through entity for local country tax purposes. The difference between the statutory rate and the effective tax rate is a result of withholding taxes and taxes in foreign jurisdictions as shown above.
The structure of the APR Group generally results in each entity or branch operating within only one tax jurisdiction. In general, income tax is imposed on taxable income earned in the applicable tax jurisdiction. Withholding taxes are imposed based upon local country tax laws. In the jurisdictions where the APR Group operates, these taxes may be imposed on cross border payments to related parties. In general, withholding taxes are imposed on payments such as rents, dividends, and certain service payments or gross receipts from customers.
In the prior year, APR Energy plc was simply a UK incorporated company subject to UK tax rates and accordingly this rate was most appropriate. The current year reflects the rate appropriate to the acquired business.
Deferred income taxes
The deferred tax assets and liabilities as of 31 December 2011 and 31 October 2010 respectively were as follows
2011 | 2010 | |||
$'000 | $'000 | |||
Deferred tax assets | 3,551 | - | ||
Deferred tax liabilities | (2,939) | - | ||
Deferred tax (net) | 612 | - |
The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
Deferred tax assets
Balance at 31 October 2010 $'000 | Deferred tax asset acquired at 13 June 2011 $'000 | (Charged) to the Statement of comprehensive income $'000 | Balance at 31 December 2011 $'000 | |
Legal contingency expense | - | 189 | 23 | 212 |
Technical service fees | - | 231 | - | 231 |
Lease equipment fees not paid | - | 1,420 | 1,687 | 3,107 |
Holiday provision | - | 1 | - | 1 |
Total deferred tax assets | - | 1,841 | 1,710 | 3,551 |
Deferred tax liabilities
Balance at 31 October 2010 $'000 | Deferred tax liability acquired at 13 June 2011 $'000 | (Charged)to the Statement of comprehensive income $'000 | Balance at 31 December 2011 $'000 | |
Withholding taxes | - | (2,010) | (719) | (2,729) |
Capital allowances and depreciation | - | (148) | (62) | (210) |
Total deferred tax liabilities | - | (2,158) | (781) | (2,939) |
Deferred tax assets relating to losses carried forward not recognised are $2.2 million.
Note 5 Loss Per Share
From continuing operations
The calculation of the basic and diluted loss per share is based on the following data:
Losses
14 months ended | Year ended | |||
31 December 2011 | 31 October 2010 | |||
$'000 | $'000 | |||
Earnings for the purposes of basic and diluted earnings per share being net loss attributable to the owners of the Company | (41,439) | (6,037) | ||
Weighted average number of Ordinary shares for the purpose of basic and diluted earnings per share1 (number of shares) | 58,391,446 | 40,514,700 | ||
Loss per Ordinary share | ||||
Basic and diluted loss per share (cents) | (70.97) | (14.90) |
1Share options and Founder shares are considered anti-dilutive in the periods ended 31 December 2011 and 31 October 2010 as the inclusion of these securities would reduce the loss per share. Potentially dilutive Ordinary shares for the year ended 31 December 2011 were nil (2010 - nil). The share options and Founder shares are not considered to be potentially dilutive as the associated performance conditions had not been met at 31 December 2011.
Note 6 Goodwill
$'000 | ||
Cost: | ||
At Incorporation and 31 October 2010 | - | |
Recognised on acquisition of subsidiary | 541,046 | |
At 31 December 2011 | 541,046 | |
Accumulated impairment losses: |
| |
At Incorporation, 31 October 2010 and 31 December 2011 | - | |
Net book value: | ||
At 31 December 2011 | 541,046 | |
At 31 October 2010 | - |
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGU's) that are expected to benefit from that business combination. The directors have determined the business to have one operating segment therefore one CGU and the goodwill is allocated to this unit.
The Company tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to contract price and costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The assumed discount rate used for business valuations was 14.6% before tax based on the estimated weighted average cost of capital (WACC) of the Company. The growth rates are based on industry growth forecasts. A terminal cash flow was calculated using a long-term growth rate of 3.0%. Changes in contract price and direct costs are based on past practices and expectations of future changes in the market.
The Company has conducted a sensitivity analysis on the impairment test of each CGUs carrying value. A cut in growth rate by 0.5% would reduce the recoverable amount but would not trigger an impairment.
The Directors consider that there is no reasonably possible change in the key assumptions made in the impairment calculations that would give rise to an impairment.
Note 7 Other intangibles
The intangible assets shown in the table below have arisen through fair value accounting for the business combination.
Customer | Brand | Total |
| ||||
contracts |
| ||||||
$'000 | $'000 | $'000 |
| ||||
| |||||||
Cost: |
| ||||||
| |||||||
At Incorporation and 31 October 2010 | - | - | - | ||||
Acquired on acquisition of a subsidiary | 106,100 | 38,100 | 144,200 |
| |||
| |||||||
At 31 December 2011 | 106,100 | 38,100 | 144,200 |
| |||
| |||||||
Accumulated amortisation: |
| ||||||
| |||||||
At Incorporation and 31 October 2010 | - | - | - |
| |||
Charge for the year | 45,723 | 825 | 46,548 |
| |||
| |||||||
At 31 December 2011 | 45,723 | 825 | 46,548 |
| |||
| |||||||
Net book value: |
| ||||||
| |||||||
At 31 December 2011 | 60,377 | 37,275 | 97,652 |
| |||
| |||||||
At 31 October 2010 | - | - | - |
| |||
Customer contracts are amortised over the contract term. The brand is amortised over its estimated useful economic life of 25 years.
Note 8 Property, plant and equipment
Property, plant and equipment relates solely to assets acquired when the Company acquired and obtained control of the APR Group. Further details of the acquisition are outlined in note 10.
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|
|
Depreciation is presented within the cost of sales in the statement of comprehensive income.
Note 9 Decommissioning provisions
$'000 | ||
Balance at Incorporation and 1 November 2010 | - | |
Decommissioning provision arising on acquisition of subsidiary | 8,874 | |
Liabilities incurred | 9,416 | |
Amounts settled | (837) | |
Unwinding of discount (finance costs) | 366 | |
Revisions in estimated cash flows | 244 | |
Balance at 31 December 2011 | 18,063 |
The Company records a decommissioning provision when there is a legal or constructive obligation whereby, as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. |
Obligations associated with the retirement of these assets require recognition in certain circumstances: |
(1) the present value of a liability and offsetting asset for a decommissioning provision; |
(2) the subsequent accretion of that liability and depreciation of the asset; and |
(3) the periodic review of the decommissioning liability estimates and discount rates. |
The decommissioning provision has been calculated using a discount rate of Libor + 2.25%. The costs are generally expected to be incurred approximately 1-5 years in the future.
Note 10 Acquisition accounting
On 13 June 2011, the Company acquired 100% of the issued share capital and obtained control of the following companies (comprising the "APR Group"):
·; APR Energy Cayman Limited, and its subsidiaries and branches;
o APR International LLC,
o APR Energy LLC,
o APR LLC,
o APR Energy SRL Argentina Company,
o 3-102-488241 SRL Costa Rica Company,
o APR Ecuador,
o APR Energy LLC Sucursal del Peru,
o APR Energy II LLC,
o APR Energy III LLC; and
·; Falconbridge Services LLC and its subsidiary First Coast Travel International LLC.
The Company was created with the specific purpose of acquiring a fundamentally strong business which was previously constrained by its lack of access to capital. The APR Group met this criterion and through the Company's injection of capital, will be able to substantially grow its business.
The APR Group provides temporary, fast track power solutions to a variety of customers, including government (and quasi-governmental customers), utility and industrial customers.
These power solutions primarily cover the following situations:
·; Supporting seasonal demand (known as "peak shaving");
·; Distributed generation (for areas with limited distribution such as remote/rural areas);
·; Supplemental power (for increased electricity on a fast track basis, for instance, to offset electricity shortages due to increased demand/disrupted supply);
·; Grid stability and support (for improving efficiency and reliability);
·; Emergency generation (for instance, for disaster relief and unscheduled outages); and
·; Industrial power generation (for instance for mining and dedicated on-site power).
The services offered by the APR Group includes a full assessment of the customer's requirements (including engineering and pre-installation site surveys), the rapid deployment of equipment (via air, sea and road transport), full installation and commissioning to allow rapid commercial turnkey operation, as well as ongoing maintenance and decommissioning services.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
$'000 | ||
Cash | 30,371 | |
Deposits | 13,014 | |
Accounts receivable | 17,883 | |
Other assets | 4,928 | |
Property, plant and equipment(including mobilisation and installation) | 249,042 | |
Identifiable intangible assets | 144,200 | |
Trade and other payables | (37,556) | |
Decommissioning provision | (8,874) | |
Other liabilities | (22,854) | |
Borrowings | (80,993) | |
Total identifiable assets | 309,161 | |
Goodwill | 541,046 | |
Total consideration | 850,207 | |
Cash | 359,266 | |
Equity instruments (31,841,071 Ordinary shares of the parent company) | 490,941 | |
Total consideration transferred | 850,207 |
The goodwill of $541.0 million arising from the acquisition is reflective of the recent track record of APR Group and expected strong growth prospects. None of the goodwill is expected to be deductible for income tax purposes.
The fair value of the 31,841,071 Ordinary shares issued as part of the consideration paid for the APR Group of $490.9 million was determined on the basis of the share price as at 13 June 2011, being the date the subsidiary was acquired.
Acquisition-related costs (included in administrative expenses) amounted to $16.5 million. These costs were primarily related to legal and professional fees and early termination fee of the operator's fees.
The APR Group contributed $164.6 million revenue and $6.6million to the Group's loss for the period between the date of acquisition and the balance sheet date.
If the acquisition of the APR Group had been completed on the first day of the financial period, Company revenues for the period would have been $236.5 million and loss would have been $55.2 million.
Key Financial Definitions:
Adjusted EBITDA
Operating Profit adjusted to add back depreciation of property, plant and equipment, amortisation of intangible assets and exceptional items. Exceptional items are those items believed to be exceptional in nature by virtue of size and/or incidence.
Adjusted EBITDA margin
Adjusted EBITDA divided by revenue
Return on Capital Employed (ROCE)
Operating profit for the previous twelve months adjusted to add back amortisation of intangible assets and exceptional items divided by the average of net operating assets at 1 January and 31 December. "Net Operating Assets" is defined as net assets adjusted to add back borrowings, deferred tax assets and liabilities, and current tax assets and liabilities.
Related Shares:
APR.L