GEL Utility Limited 2019 Rating Review Report - FMDQ
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GEL Utility Limited 2019 Rating Review Report
2019 Corporate Rating Report GEL Utility Limited Rating Assigned: This refers to a company with satisfactory financial condition and adequate Bbb+ capacity to meet obligations as and when they fall due. Outlook: Stable RATING RATIONALE Issue Date: 20 March 2020 Expiry Date: 30 June 2020 ▪ Agusto & Co. affirms the “Bbb+” rating assigned to GEL Utility Limited (“GEL Utility”, “GEL” or “the Company”). The rating reflects the Company’s leading Previous Rating: Bbb+ position in the off-grid Independent Power Producer (IPP) segment, adequate working capital and good cash flow, which is hinged on the Industry: Power Generation continuous ability of the Nigerian National Petroleum Corporation (NNPC) to meet payment obligation on the existing power purchase agreement Outline Page (PPA) with the Company. The rating is moderated by GEL’s rising interest Rating Rationale 1 burden which has depressed profitability in recent times. This is in addition Company Profile 4 Financial Condition 6 to concerns over the Company’s governance structure and high Ownership, Mgt & Staff 11 concentration risk in its client base given that the national oil company Outlook 14 (NNPC) is GEL’s sole off-taker1. Financial Summary 15 Rating Definition 19 ▪ The Company’s revenue in FYE 2018 remained largely the same as the 2017 performance at ₦5.1 billion reflecting the fixed volume and unit price of Analysts: electric power sold to the Port Harcourt Refinery Company Limited (PHRC) Christian Obiezu during the year. The Company posted a return on assets of 9% in 2018 which christainobiezu@agusto.com was below our benchmark but a 17% return on equity as at the same date, which was in line with our expectation. The unaudited accounts of GEL Ikechukwu Iheagwam Utility for the twelve months ended 31 December 2019, showed a largely ikechukwuiheagwam@agusto.co m unchanged top-line performance over the same period in 2018. However, the Company’s profit before tax (PBT) in FYE 2019 (unaudited) was Agusto & Co. Limited depressed by the escalating interest expense, which resulted in a lower PBT UBA House (5th Floor) margin of 10.1% (2018: 30.2%). Consequently, GEL’s ROE plunged to 5% 57, Marina while its ROA remained unchanged at 9%. Lagos, Nigeria www.agusto.com ▪ While we recognise the favourable payment terms in the subsisting PPA with NNPC, we reckon that GEL’s ability to grow revenue beyond the current levels is dependent on attracting new clientele by utilising the excess capacity to supply energy to neighbouring communities. This is in addition 1 Presently, GEL Utility supplies 24 megawatts uninterrupted power to one of NNPC’s subsidiaries - the Port Harcourt Refinery Company Limited (PHRC) with the national oil company acting as the off-taker The copyright of this document is reserved by Agusto & Co. Limited. No matter contained herein may be reproduced, duplicated or copied by any means whatsoever without the prior written consent of Agusto & Co. Limited. Action will be taken against companies or individuals who ignore this warning. The information contained in this document has been obtained from published financial statements and other sources which we consider to be reliable but do not guarantee as such. The opinions expressed in this document do not represent investment or other advice and should therefore not be construed as such. The circulation of this document is restricted to whom it has been addressed. Any unauthorized disclosure or use of the information contained herein is prohibited.
GEL Utility Limited to scaling up its power generation capacity by investing in fuel-efficient renewable energy plants. ▪ GEL Utility posted an operating cash flow (OCF) of ₦3.7 billion and OCF to sales ratio of 71% in 2018 reflecting higher profit for the year. The Company’s cumulative OCF over the last three years (2016 - 2018) was sufficient to cover cumulative returns to providers of finance (which wholly comprised interest payment) approximately 4 times, thus reinforcing our opinion on GEL’s adequate capacity to meet obligations as they fall due. However, the Company’s unaudited accounts for the twelve months ended 31 December 2019 showed an OCF of ₦3.4 billion, which represented about 79% of the 2019 sales but its interest coverage fell to 1.7 times to reflect the increased interest burden. ▪ The Company’s high leverage as at FYE 2018 was underlined by the rising interest burden after it issued a ₦13 billion 15-year infrastructure bond at 15.15% during the period. We expect coupon payments 2 to Bondholders during the life of the bond to keep the Company’s interest expense to sales ratio above the 2018 ratio of 19.8% while gross debt is expected to inch up in the medium term as GEL seeks additional funds to execute future expansion strategies. Consequently, we expect the Company’s leverage position to remain high in the long term. ▪ Similar to prior year, GEL’s available working capital as at FYE 2018 and unaudited accounts for the twelve months was sufficient to cover the short term working capital need (STFN) which we consider satisfactory. ▪ Going forward, we recognise ongoing plans to scale up total annual power generating capacity by at least 7 megawatts in the near term as well as the development of renewable energy projects to boost the Company’s current 84 megawatts installed capacity. Pending approval by the central government, we expect the continuing industry-wide discussion on price deregulation aimed at changing the current cost-reflective energy tariffs, to boost the Company’s future earnings. This is in addition to the growing eligible customer3 segments, which provides an alternative market for the Company’s 36 megawatts idle capacity. ▪ Based on the above, we hereby attach a stable outlook to GEL Utility Limited. 2 Coupon payment on the Series 1 Bond, which commenced in February 2020, is payable half-yearly 3 Eligible customer segments are clusters of qualifying energy customers who are willing and capable of purchasing power from the generation companies without going through the transmission and distribution network at a premium 2 2019 Corporate Rating Report
GEL Utility Limited Figure 1: GEL Utility’s Strengths, Weaknesses & Opportunities Strengths Weaknesses Opportunities •Good cash flow •Concentration risk in •Energy supply customer base demand gap provides •Adequate working opportunities for new capital •Poor corporate players in the power governance especially generation industry •Stable, qualified and as the Chairman experienced doubles as CEO •Diversification of management team customer base •High leverage •Good staff •Utilising excess productivity level •Underutilised assets capacity to serve neighbouring communities in the current distribution zone 3 2019 Corporate Rating Report
GEL Utility Limited COMPANY PROFILE Overview & Background GEL Utility Limited, a member of the Genesis Energy Group, was incorporated as a private limited liability company in September 2012 with a primary goal to deliver innovative electricity solutions to communities across Africa. The Company’s principal activity is to develop, operate and provide either grid-connected or off-grid electric power. GEL’s business model is hinged on building modular, industrial-style power plants while offering fuel-efficient solutions across the generation and distribution value chain of the power sector. In November 2013, GEL Utility signed a 20-year Power Purchase Agreement with NNPC as the off-taker to provide electricity to one of its subsidiaries - the Port Harcourt Refinery Company Limited (PHRC). In 2014, the Company completed the construction and installation of three General Electric (GE) TM 2500 84 MW dual-fired gas turbines power generating units for the provision of uninterrupted electricity to the PHRC, one of the largest in Sub-Saharan Africa. GEL commenced commercial operations and supply of power in November of the same year. The Company operates as a captive power plant licensed by the Nigerian Electricity Regulatory Commission (NERC). Ownership Structure GEL Utility Limited was formerly owned by three institutional investors – Engro Energy Limited (45%), Christley Nigeria Limited (33%) and Genesis Energy Limited (22%). However, the 9 million units of shares held by Christley Nigeria Limited was successfully transferred to Genesis Power & Energy Solutions Nigeria Limited on 14 February 2018, making the latter the majority shareholder of GEL Utility with a combined 55% equity stake as at 31 December 2018. Figure 1: GEL’s Shareholding Structure as at 31 December 2018 Genesis Energy DFC Trust and 90% 30% Holdings Investment Ltd Genesis Power and 55% Energy Solution 70 Christley Investment Akinwole 10% 100% GEL Utility Ltd Omoboriowo II 45% Engro Power Source: GEL Utility Limited’s 2018 Audited Accounts and Management Presentation 4 2019 Corporate Rating Report
GEL Utility Limited Board Composition and Structure As at 2018 financial year-end, GEL Utility had a six-member Board of Directors comprising four Non-Executive Directors and two Executive Directors. The Board is led by its Chairman, Mr Akinwole Omoboriowo II who also doubles as the Chief Executive Officer, while Engr Simon Shaibu is the Managing Director responsible for business origination and growth of the Company following the resignation of the erstwhile MD (Ms Doyin Adele-Fadipe). Subsequent to FYE 2018, Mr James Fasaye and Prince Arthur Eze resigned from the Board effective 11 Mrach 2019, while Mr Ahsan Zarfar Syed was appointed as Executive Director representing Genesis Energy Limited. Furthermore, Mr Shaikh Shamsuddin Ahmed also resigned his position effective 1 August 2019 Table 1: Current Directors Names Designation Institution Represented Nationality Mr Akinwole Omoboriowo II Chairman Genesis Energy Limited Nigerian Engr Simon Shaibu Managing Director Genesis Energy Limited Nigerian Mr Ahsan Zarfar Syed Executive Director Genesis Energy Limited Nigerian Mr. Felix Achibiri Non-Executive Director N/A Nigerian Mr Shahab Qader Khan Non-Executive Director Engro Energy Limited Pakistan Other Information As at 31 December 2018, GEL Utility’s total assets and liabilities stood at ₦27.7 billion and ₦18.5 billion respectively, while total shareholders’ fund was ₦9.2 billion (2017: ₦7.6 billion). In the FYE 2018, the Company generated a turnover of ₦5.1 billion and recorded a profit after tax of ₦1.6 billion (FYE 2017 ₦1.2 billion). GEL Utility an average of 30 persons in its employment in FYE 2018 under the existing human resource outsourced arrangement with Genesis Power and Energy Solutions Nigeria Limited. The Company’s total assets and liabilities as at 31 December 2019 (unaudited) was ₦28.2 billion and ₦18.5 billion respectively, while its total shareholders’ fund was ₦9.7 billion. As at the same date, GEL recorded a turnover of ₦5.2 billion and a profit after tax of ₦0.5 billion. Table 2: Background Information Authorized Share Capital: ₦27.3 million Paid-up Capital: ₦27.3 million Shareholders’ Funds: ₦9.2 billion Registered Office: 48 Anthony Enahoro Street, Jabi, Abuja Principal Business: Power Generation Auditors: PricewaterhouseCoopers (PwC) Number of Employees 30 Source: GEL Utility’s 2018 Annual Report 5 2019 Corporate Rating Report
GEL Utility Limited FINANCIAL CONDITION ANALYSTS’ COMMENTS The Company’s functional currency is the United States Dollars in line with IAS 21, (requiring an entity to determine its functional currency based on the primary economic environment in which it operates) and uses spot conversion rate on the date of the transaction. GEL has a 70:30 United States (US) dollar to Naira in revenue split, given that its loans, operation and maintenance contracts, as well as receivables, are denominated in US dollars. The Company maintains both a Naira and dollar financial statements and we have chosen the former for this analysis. PROFITABILITY GEL Utility Limited’s primary activities involve the generation and sale of electric power to the Port Harcourt Refinery Company Limited – a subsidiary of the Nigerian National Petroleum Corporation (NNPC) under an executed Power Purchase Agreement (PPA) with NNPC acting as the off-taker. The Company currently utilises all three units of its 28 megawatts gas-fired turbines to supply energy to the Port Harcourt refinery in Alesa Eleme, River State, although discussions are ongoing with electricity distribution companies and other corporates to take up the idle generating capacity estimated at 36 megawatts. During the year ended 31 December 2018, GEL Utility recorded revenue of ₦5.1 billion which mirrored the 2017 amount owing to the fixed amount of power supplied to the off-taker and the relatively stable exchange rate during the period. This is on account of the Figure 2: OPM, ROA & ROE – (2016 – 2019) significant proportion of the Company’s revenue that is denominated in foreign 70.0% 25.0% currency . Agusto & Co notes that GEL’s 4 21.7% 60.0% ability to grow future revenue is hinged on 20.0% finding viable markets for its unutilised 50.0% 16.1% 14.7% energy capacity. 13.9% 15.0% 40.0% In the financial year ended 31 December 30.0% 10.0% 2018, GEL’s cost of sales inch up slightly by 2% to approximately ₦2 billion to 20.0% reflect a marginal increase in the 5.0% 10.0% Company’s variable cost of operating and maintaining the IPPs. The cost of sales 0.0% 0.0% margin of 38.1% combined with operating 2019 2018 2017 2016 Unaudited expense to sales ratio of 18.2% depressed the Company’s operating profit margin to OPM ROA ROE Yield on 365 days NTB 43.7% in 2018 (2017: 48.8%) but remained well above our benchmark. Based on plans to increase the Company’s total annual generation capacity by at least 7 megawatts in 2020 and to scale up its clientele base by extending idle capacity to eligible customer clusters, we expect GEL’s operating margin to remain above industry average estimated at 13%. 5 4 Over 70% of GEL Utility Limited’s revenue is denominated in the US dollars 5 Agusto & Co. Electric Power Industry Research Report 2017 6 2019 Corporate Rating Report
GEL Utility Limited In 2018, the Company’s other income from reimbursed insurance cost incurred on behalf of NNPC amounted to ₦0.3 billion, thus resulting in a net other income to sales ratio of 5.5%. In the same period under review, GEL’s finance cost stood at ₦975.4 million, representing a significant 40% decline from the prior year as the Company reduced its exposure to volatile foreign currency-denominated loans. Consequently, the Company recorded an improved profit before tax to sales ratio of 30.2% in 2018 compared to the 22.8% recorded in the previous year. Notwithstanding the improved profitability achieved in FYE 2018, GEL posted a lower pre-interest pre-tax return on average assets (ROA) of 9% compared to the 10% recorded in the previous year but the Company’s pre-tax return on average equity (ROE) of 17% was better than the average yield on government securities. The unaudited accounts of GEL Utility Limited for the twelve-month ended 31 December 2019, showed a slight increase in revenue owing to the limiting nature of the PPA contract and the slow business activities during the period. Despite utilising over 75% of the bond proceed to significantly reduce the Company’s existing loans in 2019, interest expense rose sharply by 103% to approximately ₦2 billion from bond issue costs incurred during the period. Consequently, profit after tax to sales ratio plunged to 10.1%, its lowest in three years. Barring an increase in the Company’s gross debt, we expect GEL’s interest expense to remain about the same level from coupon payments to Bondholders over the life of the bond. Going forward, we note that GEL’s ability to boost profitability in the near to medium term is dependent on finding other revenue sources by expanding its current single-client base and minimising earnings volatility. In our opinion, GEL Utility Limited’s overall profitability requires improvement. 7 2019 Corporate Rating Report
GEL Utility Limited CASH FLOW GEL Utility generates cash from energy sales to Port Harcourt Refining Company – a subsidiary of the Nigerian National Petroleum Corporation (NNPC) based on a subsisting 20-year Power Purchase Agreement (PPA) between the Company and the off-taker stipulating payment period of 45 days after receipt of the invoice for electricity supply. Furthermore, NNPC has a Charged Escrow Account (CEA) domiciled with First Bank of Nigeria Limited (FBN), based on the PPA, which holds at least six months cash security of $11.8 million to cover the payment of energy tariff, with a clause to replenish this account should a shortfall arise at any point in time6, thus guaranteeing the settlement of outstanding invoices. Although GEL’s operating cash flow (OCF) in FYE 2018 declined by 24% to ₦3.6 billion, owing to the increase in trade debt, its OCF was sufficient to cover returns to providers of finance of approximately ₦1 billion. Furthermore, the Company’s three-year (2016 – 2018) OCF as a percentage of returns to providers of financing (which wholly comprised interest payment) of 370% Figure 3: OCF to Sales Ratio (2016 – 2019) outstripped our benchmark while its 2018 180% OCF to sales ratio of 71% and three-year 160% average (2016 – 2018) ratio of 98% both 135% surpassed our expectations and underlines 140% the Company’s good cash-generating capacity. 120% 94% 100% 80% 67% 71% The Company’s OCF in the twelve months (unaudited) ended 31 December 2019 shrunk 60% marginally to ₦3.4 billion (FYE 2018: ₦3.6 40% billion) due to the decline in profit for the year 20% held back by higher interest expense from 0% 2019 2018 2017 2016 issue cost on the Series 1 Bond. (Unaudited) Notwithstanding, we note positively that Operating cash flow/Sales Benchmark GEL’s OCF as a percentage of returns to providers of finance remained satisfactory at 173%. In our opinion, GEL Utility Limited’s cash flow is good and sustainable in the medium term provided the off-taker continues to honour the obligations under the PPA. 6 The PPA instructs FBN to transfer the amount due on an invoice which has not been paid to GEL’s revenue account without recourse to NNPC on the transfer date. 8 2019 Corporate Rating Report
GEL Utility Limited FINANCING STRUCTURE AND ADEQUACY OF WORKING CAPITAL As at 31 December 2018, GEL’s working assets stood at ₦6.7 billion, up from ₦5.5 billion the prior year, largely from trade receivables for outstanding receipts due from the Nigerian National Petroleum Corporation (NNPC) arising from electricity supply to the Port Harcourt refinery and uncollected gas fees on behalf of the Nigerian Gas Company (NGC) during the period. As at the same date, the Company’s spontaneous financing, which represents amount outstanding from trade purchases, unremitted value-added taxes on sales and other accruals, increased by 22% to approximately ₦6 billion (FYE 2017: ₦5 billion). Nonetheless, GEL’s spontaneous financing was insufficient to cover working assets, leaving a short-term financing need (STFN) of ₦0.7 billion as at year-end. Over the last three years, the Company has consistently recorded a STFN owing to the Figure 4: STFS vs LTFN (₦’Billion) delay by NNPC to settle electricity supply invoices. However, Agusto & Co notes STFN LTFN positively that the Company has nearly 4.0 halved the outstanding receivables amount 3.4 after year-end, with funds withdrawn from 3.0 the Charged Escrow Account (CEA) - an account opened and funded by NNPC to be 2.0 used to offset any past due invoices7. 1.1 1.0 0.8 As at 31 December 2018, GEL’s long term 1.0 assets stood at ₦20.6 billion (2017: ₦21.3 billion) when compared to its long term funds 0.0 of ₦21.7 billion – comprising equity (54%) 2019 2018 2017 2016 (Unaudited) and long-term borrowings (46%), thus -1.0 -0.6 -0.7 resulting in working capital available of ₦1.1 -1.1 -1.2 billion. The available working capital was just -2.0 sufficient to cover STFN, leaving a working capital surplus of ₦0.3 billion as at the same date, which we consider satisfactory. The unaudited accounts for the twelve months ended 31 December 2019 showed that the Company’s spontaneous financing of ₦4.9 billion was insufficient to cover working assets of ₦5.9 billion, resulting in a STFN of ₦1.1 billion. As at the same date, GEL’s long term funds (buoyed by the bond proceed) of ₦23.3 billion was adequate to cover the long-term assets of ₦19.9 billion, leaving a working capital of ₦0.8 billion, which was sufficient to cover the STFN. Consequently, GEL recorded a working capital surplus of ₦2.4 billion as at the end of 2019. Going forward, we reckon that for GEL Utility to sustain the current financing structure and adequacy of working capital, it needs to rein in on receivables from sales contracts with the off-taker to prevent the STFN from escalating. In our opinion, GEL’s working capital is adequate. 7 Based on the Power Purchase Agreement (PPA) with NNPC, payment for electricity supply is 45 days after the receipt of invoice 9 2019 Corporate Rating Report
GEL Utility Limited LEVERAGE The Company’s total liabilities, which stood at ₦18.5 billion as at 31 December 2018, comprised non-interest bearing liabilities and interest-bearing liabilities with the latter accounting for over two-thirds of the value. Loans from a commercial bank in Nigeria and other borrowings from the Company’s international partner 8 constituted the bulk of the interest-bearing liabilities during the period under review. As at the same date, GEL’s non-interest bearing liabilities were mainly an unremitted value-added tax on sales and other payables9. As at FYE 2018, GEL’s total assets of ₦27.7 billion was funded by total liabilities (67%) and equity (33%), which we considered a satisfactory equity cushion. Over the last five years, the Company’s equity position has been supported by the growing deposits10 from shareholders for new shares. Although the Company remains committed to converting these balances to share capital in the near term, its equity position could be adversely impacted should the conversion fail to materialise. The Company obtained a new ₦280 million11 term loan from First Bank of Nigeria Limited (FBN) in November 2018 to finance the construction a second diesel Figure 5: Interest Coverage and Interest Expense to Sales Ratio line and other associated facilities. Notwithstanding, GEL Utility Limited’s 6.0 5.6 45.0% interest-bearing liabilities dropped by 15% to 38.4% 40.0% ₦12.5 billion as at 31 December 2018 after the 5.0 31.7% 35.0% Company part liquidated existing foreign 29.3% currency-denominated loans. Agusto & Co 4.0 3.7 30.0% notes positively that GEL Utility has refinanced 3.0 25.0% a significant portion of the foreign currency 3.0 20.0% loan exposure with the proceeds from the 19.0% 2.0 1.7 15.0% bond issuance12. We expect the recent loan consolidation to have little or no impact on 10.0% GEL’s gross debt as the bond’s coupon and 1.0 5.0% principal repayment will come from the Company’s operating cash flow. 0.0 0.0% 2019 2018 2017 2016 (Unaudited) Although the Company’s interest expense in the financial year ended 31 December 2018 declined by 40% in absolute terms, cumulative interest expense to sales ratio over the last three-years (2016 – 2018) of 26.7% is considered high in our opinion. Furthermore, GEL’s interest expense based on the unaudited accounts for the year ended 31 December 2019, which was significantly impacted by the bond issue cost, more than doubled to push the interest expense to sales ratio to 38.4% and the 8 GEL Utility Limited obtained a ₦3.4 billion 8-years loan from General Electric (GE) International in 2013 to finance its plant construction 9 Other creditors and accruals include a pass-through amount to be collected from the NNPC on behalf the NGC for purchase of gas to fuel power plants used to propel the gas turbines based on the PPA 10 The Company’s deposit for share balances stood at ₦3.3 billion as at 31 December 2019 11 The three-year term loan was at 26% interest rate per annum with maturity date being November 2021 12 GEL Utility Limited’s special purpose vehicle (GEL Utility Funding SPV) issued a ₦13 billion 15-year 15.15% Series 1 Senior Guaranteed Fixed Rate Infrastructure Bond in August 2019 to refinance existing bank loan and fund other capital expenditure 10 2019 Corporate Rating Report
GEL Utility Limited once satisfactory interest coverage of about 3.8 times in 2018 to 1.7 times. The Company’s total liabilities as at 31 December 2019 (unaudited) showed a 9% increase to ₦13.6 billion after we adjusted bond proceeds previously recognised as intercompany loan in the Company’s books as long term borrowings in line with the nature of the transaction, thus reinforcing our opinion on the actual impact of the loan substitution on GEL’s overall leverage. In our view, GEL Utility Limited’s leverage is high. OWNERSHIP, MANAGEMENT & STAFF As at 31 December 2018, GEL Utility Limited’s issued and fully paid-up share capital stood at ₦27.3 million while the amount deposited by the existing Figure 7: Breakdown of GEL’s Shareholding Structure as at 31 December 2018 shareholders for the Company’s shares during the same period was ₦3.3 billion. GEL Utility is owned by two institutional Genesis Power & Energy Solutions Engro Energy investors – Genesis Power & Energy Limited Nigeria Limited Solutions Nigeria Limited (55%) and Engro 55% 45% Energy Limited (45%) with the former being the majority shareholder as at 31 December 2018 after it acquired the units of shares previously held by Christley Source: GEL Utility 2018 Annual Report Nigeria Limited13. Genesis Power & Energy Figure 6: Breakdown of Deposit for Shares as at 31 December 2018 Solutions Nigeria Limited contributed the highest to the deposit for share balances with 52% while Engro Energy Limited Genesis Power & Engro Energy Energy Solutions Limited accounted for the remainder. While we Nigeria Limited 48% note management’s willingness to convert 52% these balances to share capital within the shortest possible time, it is important to highlight that the shareholders are typically not under any legal or contractual obligation to do so and could Source: GEL Utility 2018 Annual Report withdraw their funds at any time without recourse to GEL Utility. GEL Utility has a six-member Board of Directors comprising four Non-Executive Directors and two Executive Directors. Mr Akinwole Omoboriowo II – who represents Genesis Energy Limited doubles as the Chairman and 13 Christley Nigeria Limited is a former shareholder of GEL Utility but transferred its 33% equity stake to Genesis Power & Energy Solutions Nigeria Limited in February 2018 11 2019 Corporate Rating Report
GEL Utility Limited Chief Executive Officer while Engr Simon Shaibu is the Managing Director responsible for business origination and growth of the Company following the resignation of the erstwhile MD (Ms Doyin Adele-Fadipe). Subsequent to FYE 2018, Mr James Fasaye and Prince Arthur Eze both resigned from the Board effective 11 Mrach 2019, while Mr Ahsan Zarfar Syed was appointed as Executive Director representing Genesis Energy Limited. Furthermore, Mr Shaikh Shamsuddin Ahmed also resigned his position effective 1 August 2019. The fusion of the role of the Chairman and Chief Executive Officer raises concern over the independence and oversight function of the Board over the management team. The Company’s executive management team comprises five members, with Engr Simon Shaibu as the Managing Director responsible for business origination and expansion. He is supported by three other senior management staff who in our view are qualified personnel and have extensive experience in the Nigerian power sector. As at 31 December 2018, GEL Utility’s total staff strength under the current outsourced arrangement stood at 30 persons. GEL’s average costs per employee was ₦10.1 million, while net earnings per staff at ₦51.8 billion was 5.1 times the average cost per employees, which we consider to be an indication of good staff productivity. Executive Management Team Akinwole Omoboriowo II is the Chairman and Chief Executive Officer of GEL Utility Limited. Mr Omoboriowo has over 20 years working experience in the Oil & Gas and Power sectors in Africa. He held several executive management positions over this period, some of which include – Executive Director of Christley Petroleum Limited, the Managing Director of Besse- Oil & Services Limited and Chief Executive Officer & Co-Founder of PPI. He is the Vice-Chairman of Vatternfields Utility Ltd - a Utility Company currently managing & operating PrePaid & PostPaid Revenue Collection initiatives in West Africa. Mr Omoboriowo sits on the Board of several companies including Walters Power Africa14, Nagarjuna-Christley Fuels Ltd15, Avi Alliance Ltd16, Alliance Energy Sao Tome Limited amongst other international corporations. He graduated with a Bachelor’s degree in Economics from the University of Jos in 1993 and he is an alumnus of the London Business School, where he acquired specialist training in Electricity Pricing & Modelling in 2006. He also holds a Post-Graduate Diploma in Strategy & Innovation from Oxford University’s SAID Business School, U.K. Simon Shaibu is the Managing Director and Chief Executive Officer of GEL Utility Limited. He has over 20 years’ experience in oil and gas and power generation industries. Prior to his appointment as MD/CEO in 2018, Mr. Shaibu was the Vice President responsible for Technical and Operations in the Genesis Energy Group which he joined in 2014. Prior to joining GEL, Mr. Shaibu worked as Maintenance Manager and O&M Engineer between 2007 and 2014 at AES Arlington USA. He has worked in Saipem S.A, Bouygues Offshore, Ponticelli in different capacities including Plant Manager, Mechanical Engineer, Turbine Technician amongst others. Mr. Shaibu obtained a Higher National Diploma in Mechanical Engineering from Kwara State Polytechnic in 1992 and a post graduate diploma in Project Management from the Federal University of Technology Owerri. He also holds a Master’s Degree in Leading Innovation and Change from York St John University, UK. 14 A British Virgin Island company Co-Owned by GEL and a US-Based Company Owned by a Former Governor of the State of Oklahoma- David Walters 15 A company now at advanced stage of deploying renewable energy investments in Ethanol production & supply in Nigeria 16 An airline company whose Sister entity is the GSA to Delta Airlines in Ghana, Liberia, Benin Republic, Sierra Leone, amongst others now being developed. 12 2019 Corporate Rating Report
GEL Utility Limited James Fasaye Boboye, is the Chief Financial Officer of GEL Utility Limited. He has over 20 years accounting experience in Manufacturing, Service and Power and Energy sector. Mr. Fasaye holds a Higher National Diploma in Accounting and holds a post graduate diploma in Financial Management from the University of Ado Ekiti. He has a Master of Business Administration (MBA) in Financial Management from Federal University of Technology, Owerri. Mr. Fasaye is Associate member of the Institute of Chartered Accountant of Nigeria (ICAN); Associate member, Chartered Institute of Taxation of Nigeria (CITN) and SAP B1 trained Professional. Table 3: Other members of GEL’s management team Names Position Mr James Fasaye Boboye Chief Financial Officer Mr Adamu Abubakar Chief Operating Officer Mr Haseeb Shaukat Director, Technical Ms Amina Onifade Director, Projects Development & Legal Services 13 2019 Corporate Rating Report
GEL Utility Limited OUTLOOK The power sector in Nigeria is plagued by unfavourable government regulation and decrepit power infrastructure in the country. This is in addition to vulnerability to fluxes in the exchange rate from import of heavy-duty power equipment and constrained access to credit from financial institutions given the weak financial condition of operators, who are burdened by soaring receivables from unpaid electricity sold to consumers, making investments in the sector less appealing. Although we recognise that the implementation of the “eligible customer rule” 17 continues to offer a silver lining to electric power business in Nigeria, its success is dependent on a myriad of factors including the willingness of the generation companies to invest in independent distribution networks and ability to negotiate favourable tariff harmonisation with the distribution companies. Despite the huge growth potentials in both the upper and mass-market segments in Nigeria, IPPs continued to underperform as unreflective tariffs continue to hamper their ability to grow revenue. GEL Utility Limited posted revenue of ₦5.1 billion in FYE 2018 which was very similar to the 2019 unaudited figure to reflect the limiting fixed supply volume and unit price of the current PPA contract on the Company’s ability to increase revenue. We expect GEL’s profitability to remain flat in the near term but forecast significant improvement in earnings from the successful implementation of management’s strategic plan to expand the Company’s energy generation capacity and clientele through the development of more efficient renewable energy projects in major cities across the country. In light of the recent issuance of a long-term infrastructure bond to refinance existing bank loans as well as support planned expansion, we expect GEL Utility’s high leverage to persist in the near to medium term. Barring unforeseen cancellation of the current PPA or refusal of the off-taker to honour payment obligation under the PPA, we expect the Company’s working capital and operating cash flow to remain satisfactory in the near term. Overall, we expect the Federal Government’s renewed push for power generation and distribution in the country to ease the regulatory obstacles in the industry and attract the much-needed investments to drive volume and stability of energy supply in the country, which will in turn translate to higher earnings and improved profitability for GEL Utility Limited. Based on the aforementioned, we have attached a stable outlook to GEL Utility Limited. 17 The “eligible customer rule” allows generation companies to by-pass the inefficiencies of the transmission and distribution network in supplying electricity to qualifying customers 14 2019 Corporate Rating Report
GEL Utility Limited FINANCIAL SUMMARY GEL UTILITY LIMITED STATEMENT OF FINANCIAL POSITION 31-Dec-19 31-Dec-18 31-Dec-17 Unaudited ₦'000 ₦'000 ₦'000 Assets Idle Cash 2,365,635 8.4% 391,721 1.4% 406,038 1.5% Marketable Securities & Time Deposits Cash & Equivalents 2,365,635 8.4% 391,721 1.4% 406,038 1.5% FX Purchased for Imports - - - - - - Advance Payments and Deposits to Suppliers - - - - - - Stocks - - - - - - Trade Debtors 4,824,578 17.1% 5,664,973 20.4% 4,371,564 16.0% Due from Related Parties - - - - - - Other Debtors & Prepayments 1,114,642 4.0% 1,069,371 3.9% 1,165,877 4.3% Total Trading Assets 5,939,220 21.1% 6,734,344 24.3% 5,537,441 20.3% Investment Properties - - - - - - Other Non-Current Investments - - - - - - Property, Plant & Equipment 19,434,181 68.9% 20,219,319 73.0% 21,018,126 77.1% Spare Parts, Returnable Containers, Etc. 470,459 1.7% 361,714 1.3% 316,284 1.2% Goodwill, Intangibles & Other L T Assets - - - - - - Total Long-Term Assets 19,904,640 70.6% 20,581,033 74.3% 21,334,410 78.2% Total Assets 28,209,495 100.0% 27,707,098 100.0% 27,277,889 100.0% Growth 1.8% 1.6% -3.7% Liabilities & Equity Short Term Borrowings - - - - - - Current Portion of Long Term Borrowings 2,613,013 9.3% 4,764,227 17.2% 3,818,188 14.0% Long-Term Borrowings 10,997,458 39.0% 7,740,066 27.9% 10,857,061 39.8% Total Interest Bearing Liabilities (TIBL) 13,610,471 48.2% 12,504,293 45.1% 14,675,249 53.8% Trade Creditors 1.4% 3.1% 4.0% 395,479 859,331 1,097,346 Due to Related Parties Advance Payments and Deposits from - - - - - - Customers Other Creditors and Accruals 4,483,721 15.9% 5,141,882 18.6% 3,886,275 14.2% Taxation Payable - - - - - - Dividend Payable - - - - - - Deferred Taxation - - - - - - Obligations Under Unfunded Pension Schemes - - - - - - Minority Interest - - - - - - Redeemable Preference Shares - - - - - - Total Non-Interest Bearing Liabilities 4,879,200 17.3% 6,001,213 21.7% 4,983,621 18.3% Total Liabilities 18,489,671 65.5% 18,505,506 66.8% 19,658,870 72.1% Share Capital 27,273 0.1% 27,273 0.1% 27,273 0.1% Share Premium - - - - - - Irredeemable Debentures - - - - - - Revaluation Surplus - - - - - - Other Non-Distributable Reserves 3,318,136 11.8% 3,318,136 12.0% 3,307,310 12.1% Revenue Reserve 6,374,415 22.6% 5,856,183 21.1% 4,284,436 15.7% Shareholders' Equity 9,719,824 34.5% 9,201,592 33.2% 7,619,019 27.9% Total Liabilities & Equity 28,209,495 100.0% 27,707,098 100.0% 27,277,889 100.0% 15 2019 Corporate Rating Report
GEL Utility Limited GEL UTILITY LIMITED STATEMENT OF COMPREHENSIVE INCOME 31-Dec-19 31-Dec-18 31-Dec-17 Unaudited ₦'000 ₦'000 ₦'000 Turnover 5,151,001 100.0% 5,136,881 100.0% 5,131,838 100.0% Cost of Sales (1,968,185) -38.2% (1,955,457) -38.1% (1,924,804) -37.5% Gross Profit 3,182,816 61.8% 3,181,424 61.9% 3,207,034 62.5% Other Operating Expenses (928,289) -18.0% (935,334) -18.2% (700,812) -13.7% Operating Profit 2,254,527 43.8% 2,246,090 43.7% 2,506,222 48.8% Other Income/(Expenses) 242,408 4.7% 283,548 5.5% 291,285 5.7% Profit Before Interest & Taxation 2,496,935 48.5% 2,529,638 49.2% 2,797,507 54.5% Interest Expense (1,979,142) -38.4% (976,361) -19.0% (1,625,305) -31.7% Profit Before Taxation 517,793 10.1% 1,553,277 30.2% 1,172,202 22.8% Tax (Expense) Benefit - - - - - - Profit After Taxation 517,793 10.1% 1,553,277 30.2% 1,172,202 22.8% Non-Recurring Items (Net of Tax) - - - - - - Minority Interests in Group Pat - - - - - - Profit After Tax & Minority Interests 517,793 10.1% 1,553,277 30.2% 1,172,202 22.8% Dividend - - - - - - Profit Retained for The Year 517,793 10.1% 1,553,277 30.2% 1,172,202 22.8% Scrip Issues - - - - - - Other Appropriations/ Adjustments 440 - 18,470 - 35,572 - Profit Retained B/Fwd 5,856,183 4,284,436 3,076,662 Profit Retained C/Fwd 6,374,415 5,856,183 4,284,436 ADDITIONAL INFORMATION 31-Dec-19 31-Dec-17 31-Dec-17 Unaudited Staff costs (₦'000) 302,127 298,448 176,752 Average number of staff 30 30 30 Staff costs per employee (₦'000) 10,071 9,948 5,892 Staff costs/Turnover 5.9% 5.8% 4.1% Capital expenditure (₦'000) 552,696 471,350 81,679 Depreciation expense - current year (₦'000) 1,256,595 1,270,157 1,262,133 (Profit)/Loss on sale of assets (₦'000) - - - Number of 50 kobo shares in issue at year end ('000) 54,546 54,546 54,546 Market value per share of 50 kobo (year-end) 100 100 100 Market capitalisation (₦'000) 54,546 54,546 54,546 Market/Book value multiple 1 1 1 Non-operating assets at balance sheet date (₦'000) - - - Market value of tradeable assets (₦'000) - - - Revaluation date - Investment properties - - - Revaluation date - Other properties - - - Average age of depreciable assets (years) 2 2 2 Sales at constant prices - base year 1985 (₦'000) 14,105 15,751 17,537 Auditors N/A PWC PWC Opinion - CLEAN CLEAN 16 2019 Corporate Rating Report
GEL Utility Limited CONSOLIDATED STATEMENT OF CASHFLOWS 31-Dec-19 31-Dec-18 31-Dec-17 Unaudited ₦'000 ₦'000 ₦'000 OPERATING ACTIVITIES Profit after tax 517,793 1,553,277 1,172,202 ADJUSTMENTS Interest expense 1,979,142 976,361 1,625,305 Minority interests in Group PAT - - - Depreciation 1,256,595 1,270,157 1,262,133 (Profit)/Loss on sale of assets - - - Other non-cash items 440 29,296 46,399 Potential operating cash flow 3,753,970 3,829,091 4,106,039 INCREASE/(DECREASE) IN SPONTANEOUS FINANCING: Trade creditors (463,852) (238,015) 516,181 Due to related parties - - - Advance payments and deposits from customers - - - Other creditors & accruals (658,161) 1,255,607 380,741 Taxation payable - - - Deferred taxation - - - Obligations under unfunded pension schemes - - - Minority interest - - - Cash from (used by) spontaneous financing (1,122,013) 1,017,592 896,922 (INCREASE)/DECREASE IN WORKING ASSETS: FX purchased for imports - - - Advance payments and deposits to suppliers - - - Stocks - - 119,981 Trade debtors 840,395 (1,293,409) 618,811 Amounts Due from related parties - - - Other debtors & prepayments (45,271) 96,506 (949,849) Cash from (used by) working assets 795,124 (1,196,903) (211,057) CASH FROM (USED IN) OPERATING ACTIVITIES 3,427,081 3,649,780 4,791,904 RETURNS TO PROVIDERS OF FINANCING Interest paid (1,979,142) (976,361) (1,625,305) Dividend paid - - - CASH USED IN PROVIDING RETURNS ON FINANCING (1,979,142) (976,361) (1,625,305) OPERATING CASH FLOW AFTER PAYMENTS TO PROVIDERS OF 1,447,939 2,673,419 3,166,599 FINANCING Non-recurring items (net of tax) - - - CASH FROM (USED IN) NON-RECURRING ACTIVITIES - - - INVESTING ACTIVITIES Capital expenditure (552,696) (471,350) (81,679) Sale of assets - - - Purchase of other long term assets (net) (108,745) (45,430) (202,561) Sale of other long term assets (net) - - - CASH FROM (USED IN) INVESTING ACTIVITIES (661,441) (516,780) (284,240) FINANCING ACTIVITIES Increase/(Decrease) in short term borrowings - - (1,107,143) Increase/(Decrease) in long term borrowings 1,106,178 (2,170,956) (2,067,460) Proceeds of shares issued - - - CASH FROM (USED IN) FINANCING ACTIVITIES 1,106,178 (2,170,956) (3,174,603) CHANGE IN CASH INC/(DEC) 1,903,503 (3,490) (281,417) OPENING CASH & MARKETABLE SECURITIES 391,721 406,038 698,282 CLOSING CASH & MARKETABLE SECURITIES 2,284,396 391,720 406,038 17 2019 Corporate Rating Report
GEL Utility Limited CASH FLOW STATEMENT FOR THE YEAR ENDED 31-Dec-19 31-Dec-18 31-Dec-17 Unaudited ₦'000 ₦'000 ₦'000 Operating cash flow (OCF) 3,427,081 3,649,780 4,791,904 Less: Returns to providers of finance (1,979,142) (976,361) (1,625,305) OCF after returns to providers of finance 1,447,939 2,673,419 3,166,599 Non-recurring items - - - Free cash flow 1,447,939 2,673,419 3,166,599 Investing activities (661,441) (516,780) (284,240) Financing activities 1,106,178 (2,170,956) (3,174,603) Change in cash 1,892,676 (14,317) (292,244) PROFITABILITY PBT as % of Turnover 10% 30% 23% Return on equity 5% 18% 17% Sales growth 0.3% 0.1% 20.5% CASH FLOW Interest cover (times) 1.7 3.7 2.9 Principal payback (years) - 16.7 18.1 WORKING CAPITAL Working capital need (days) 75 52 39 Working capital deficiency (days) - - - LEVERAGE Interest bearing debt to Equity 140% 136% 193% Total debt to Equity 190% 201% 258% IBD net of cash and Equiv. as a % of Equity without rev. 116% 132% 187% Net Debt/Avg Total Assets Exc. Cash and Rev. Surplus 97% 101% 99% 18 2019 Corporate Rating Report
GEL Utility Limited RATING DEFINITIONS Aaa This is the highest rating category. It indicates a company with impeccable financial condition and overwhelming ability to meet obligations as and when they fall due. Aa This is a company that possesses very strong financial condition and very strong capacity to meet obligations as and when they fall due. However, the risk factors are somewhat higher than for Aaa obligors. A This is a company with good financial condition and strong capacity to repay obligations on a timely basis. Bbb This refers to a company with satisfactory financial condition and adequate capacity to meet obligations as and when they fall due. Bb This refers to a company with satisfactory financial condition but capacity to meet obligations as and when they fall due may be contingent upon refinancing. The company may have one or more major weakness (es). B This refers to a company that has weak financial condition and capacity to meet obligations in a timely manner is contingent on refinancing. C This refers to a company with very weak financial condition and weak capacity to meet obligations in a timely manner. D In default. Rating Category Modifiers A "+" (plus) or "-" (minus) sign may be assigned to ratings from ‘Aa’ to ‘C’ to reflect comparative position within the rating category. Therefore, a rating with + (plus) attached to it is a notch higher than a rating without the + (plus) sign and two notches higher than a rating with the - (minus) sign. 19 2019 Corporate Rating Report
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