Notes to the Interim Accounts
For the six months ended 30 June 2013 (unaudited)
1 General information
The Company is a public limited company which is listed on the London Stock Exchange and is incorporated and domiciled in the UK. The address of the registered office is 120 Bothwell Street, Glasgow G2 7JS, UK.
This condensed interim financial information was approved for issue on 1 August 2013.
This condensed consolidated interim financial information does not comprise Statutory Accounts within the meaning of Section 434 of the Companies Act 2006. Statutory Accounts for the year ended 31 December 2012 were approved by the Board on 7 March 2013 and delivered to the Registrar of Companies. The report of the auditors on those Accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.
The condensed consolidated interim financial information is unaudited but has been reviewed by the Group's auditors, whose report is in the Independent Review Report to Aggreko plc.
2 Basis of preparation
This condensed consolidated interim financial information for the six months ended 30 June 2012 has been prepared in accordance with the Disclosure and Transparency Rules (DTR) of the Financial Services Authority and IAS 34 'Interim financial reporting' as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2011, which have been prepared in accordance with IFRSs as adopted by the European Union.
Going-concern basis
The Group's banking facilities are primarily in the form of committed bank facilities arranged on a bilateral basis with a number of international banks and private placement notes; facilities totalled £868 million at 30 June 2012.The financial covenants attached to these facilities are that EBITDA should be no less than 4 times interest (30 June 2012: 26.3 times) and net debt should be no more than 3 times EBITDA (30 June 2012: 1.2 times). The Group does not consider that these covenants are restrictive to its operations. The maturity profile of the borrowings is detailed in Note 13 to the Accounts. The Group's forecasts and projections show that the facilities in place are currently anticipated to be ample for meeting the Group's operational requirements for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated interim financial statements.
3 Accounting policies
Except as described below, the accounting policies are consistent with those of the annual financial statements for the year ended 31 December 2012, as described in those annual financial statements.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the plc Board of Directors.
In September 2012 the Group announced a new organisational structure comprising three regions: The Americas; Europe, the Middle East and Africa (EMEA) and Asia, Pacific and Australia (APAC). This new structure took effect from 1 January 2013.
This is reflected by the Group's divisional management and organisational structure and the Group's internal financial reporting systems.
Aggreko's segments comprise these three new regions comprising: The Americas, EMEA and APAC as well as the Total Local business and the Total Power Projects business.
The risks and rewards within the Power Projects business are significantly different from those within the Group's Local business. The Local business focuses on smaller, more frequently occurring events, whereas the Power Projects business concentrates on large contracts, which can arise anywhere in the world.
The segmental analysis is in Note 6 to the Accounts. All prior year numbers have been restated in accordance with this new structure.
New and amended standards adopted by the Group
The following new standards are mandatory for the first time for the financial year beginning 1 January 2013:
- IAS 19, 'Employee benefits' was amended in June 2011. The impact on the Group was to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability. The impact of this in the income statement is less than £0.1 million. Prior year numbers have not been restated as the amounts are not material.
- IFRS 13, 'Fair value measurement'. IFRS 13 measurement and disclosure requirements are applicable for the December 2013 year end. The Group has included the disclosures required by IAS 34. See Note 13.
4 Cashflow from operating activities
|
6 months |
6 months |
Year |
Profit for the period |
105 |
108 |
276 |
Adjustments for: |
|
|
|
Tax |
39 |
38 |
91 |
Depreciation |
137 |
110 |
236 |
Amortisation of intangibles |
2 |
2 |
5 |
Finance income |
– |
– |
(2) |
Finance cost |
13 |
12 |
27 |
Profit on sale of PPE |
(2) |
(1) |
(4) |
Share based payments |
(3) |
8 |
14 |
Changes in working capital |
|
|
|
Decrease/(increase) in inventories |
20 |
(26) |
(33) |
Increase in trade and other receivables |
(30) |
(124) |
(53) |
(Decrease)/increase in trade and other payables |
(8) |
7 |
(84) |
Net movement in provisions for liabilities and charges |
(3) |
– |
6 |
Cash generated from operations |
270 |
134 |
479 |
5 Cash and cash equivalents
|
30 June |
30 June |
31 Dec |
Cash at bank and in hand |
27 |
22 |
23 |
Short-term bank deposits |
5 |
1 |
– |
|
32 |
23 |
23 |
Cash and bank overdrafts include the following for the purposes of the cashflow statement:
|
30 June |
30 June |
31 Dec |
Cash and cash equivalents |
32 |
23 |
23 |
Bank overdrafts (Note 13) |
(17) |
(29) |
(22) |
|
15 |
(6) |
1 |
6 Segmental reporting
(a) Revenue by segment
|
Total revenue |
Inter-segment revenue |
External revenue |
||||||
|
6 months |
6 months |
Year ended |
6 months |
6 months |
Year ended |
6 months |
6 months |
Year |
Americas |
317 |
280 |
607 |
– |
– |
– |
317 |
280 |
607 |
Europe, Middle East and Africa |
277 |
280 |
627 |
– |
– |
1 |
277 |
280 |
626 |
Asia, Pacific and Australia |
166 |
174 |
351 |
– |
– |
1 |
166 |
174 |
350 |
Eliminations |
– |
– |
(2) |
– |
– |
(2) |
– |
– |
– |
Group |
760 |
734 |
1,583 |
– |
– |
– |
760 |
734 |
1,583 |
|
|
|
|
|
|
|
|
|
|
Local business |
433 |
404 |
906 |
– |
– |
1 |
433 |
404 |
905 |
Power Projects |
327 |
330 |
679 |
– |
– |
1 |
327 |
330 |
678 |
Eliminations |
– |
– |
(2) |
– |
– |
(2) |
– |
– |
– |
Group |
760 |
734 |
1,583 |
– |
– |
– |
760 |
734 |
1,583 |
Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties.
In September 2012 the Group announced a new organisational structure comprising three regions: Americas; Europe, the Middle East and Africa (EMEA) and Asia, Pacific and Australia (APAC). This new structure took effect from 1 January 2013. All prior year numbers have been restated in accordance with this new structure.
(b) Profit by segment
|
Trading profit pre intangible |
Amortisation of intangible assets |
Trading profit |
||||||
|
6 months |
6 months |
Year ended |
6 months |
6 months |
Year ended |
6 months |
6 months |
Year |
Americas |
69 |
57 |
133 |
(2) |
(2) |
(4) |
67 |
55 |
129 |
Europe, Middle East and Africa |
32 |
42 |
128 |
– |
– |
– |
32 |
42 |
128 |
Asia, Pacific and Australia |
56 |
60 |
125 |
– |
– |
(1) |
56 |
60 |
124 |
Group |
157 |
159 |
386 |
(2) |
(2) |
(5) |
155 |
157 |
381 |
|
|
|
|
|
|
|
|
|
|
Local business |
64 |
54 |
175 |
(2) |
(2) |
(5) |
62 |
52 |
170 |
Power Projects |
93 |
105 |
211 |
– |
– |
– |
93 |
105 |
211 |
Group |
157 |
159 |
386 |
(2) |
(2) |
(5) |
155 |
157 |
381 |
|
Gain on sale of PPE |
Operating profit |
||||
|
6 months |
6 months |
Year |
6 months |
6 months |
Year |
Americas |
1 |
– |
2 |
68 |
55 |
131 |
Europe, Middle East and Africa |
– |
– |
1 |
32 |
42 |
129 |
Asia, Pacific and Australia |
1 |
1 |
1 |
57 |
61 |
125 |
Group |
2 |
1 |
4 |
157 |
158 |
385 |
|
|
|
|
|
|
|
Local business |
2 |
1 |
4 |
64 |
53 |
174 |
Power Projects |
– |
– |
– |
93 |
105 |
211 |
Operating profit pre exceptional items |
2 |
1 |
4 |
157 |
158 |
385 |
Exceptional items |
|
|
|
– |
– |
7 |
Operating profit post exceptional items |
|
|
|
157 |
158 |
392 |
Finance costs – net |
|
|
|
(13) |
(12) |
(25) |
Profit before taxation |
|
|
|
144 |
146 |
367 |
Taxation |
|
|
|
(39) |
(38) |
(91) |
Profit for the period |
|
|
|
105 |
108 |
276 |
(c) Depreciation and amortisation by segment
|
6 months |
6 months |
Year |
Americas |
53 |
42 |
91 |
Europe, Middle East and Africa |
53 |
40 |
88 |
Asia, Pacific and Australia |
33 |
30 |
62 |
Group |
139 |
112 |
241 |
|
|
|
|
Local business |
72 |
59 |
126 |
Power Projects |
67 |
53 |
115 |
Group |
139 |
112 |
241 |
(d) Capital expenditure on property, plant and equipment and intangible assets by segment
|
6 months |
6 months |
Year |
Americas |
56 |
147 |
225 |
Europe, Middle East and Africa |
35 |
102 |
168 |
Asia, Pacific and Australia |
32 |
48 |
110 |
Group |
123 |
297 |
503 |
|
|
|
|
Local business |
69 |
208 |
290 |
Power Projects |
54 |
89 |
213 |
Group |
123 |
297 |
503 |
Capital expenditure comprises additions of property, plant and equipment (PPE) of £123 million (30 June 2012: £233 million, 31 December 2012: £440 million), acquisitions of PPE of £nil (30 June 2012: £48 million, 31 December 2012: £47 million) and acquisitions of other intangible assets of £nil (30 June 2012: £16 million, 31 December 2012: £16 million).
The net book value of total Group disposals of PPE during the period were £5 million (30 June 2012: £3 million, 31 December 2012: £8 million).
(e) Assets/(liabilities) by segment
|
Assets |
Liabilities |
||||
|
6 months |
6 months |
Year |
6 months |
6 months |
Year |
Americas |
918 |
865 |
881 |
(121) |
(134) |
(123) |
Europe, Middle East and Africa |
764 |
781 |
710 |
(172) |
(223) |
(166) |
Asia, Pacific and Australia |
449 |
475 |
478 |
(65) |
(97) |
(72) |
Group |
2,131 |
2,121 |
2,069 |
(358) |
(454) |
(361) |
|
|
|
|
|
|
|
Local business |
1,160 |
1,176 |
1,137 |
(154) |
(220) |
(168) |
Power Projects |
971 |
945 |
932 |
(204) |
(234) |
(193) |
Group |
2,131 |
2,121 |
2,069 |
(358) |
(454) |
(361) |
Tax and finance payable |
34 |
21 |
44 |
(110) |
(74) |
(106) |
Derivative financial instruments |
19 |
– |
11 |
(10) |
(14) |
(14) |
Borrowings |
– |
– |
– |
(567) |
(672) |
(594) |
Retirement benefit obligation |
– |
– |
– |
(2) |
(1) |
(4) |
Total assets/(liabilities) |
2,184 |
2,142 |
2,124 |
(1,047) |
(1,215) |
(1,079) |
7 Dividends
The dividends paid in the period were:
|
6 months |
6 months |
Year |
Total dividend (£ million) |
42 |
36 |
58 |
Dividend per share (pence) |
15.63 |
13.59 |
21.87 |
An interim dividend in respect of 2013 of 9.11 pence (2012: 8.28 pence), amounting to a total dividend of £24 million (2012: £22 million) was proposed during the period. This interim dividend will be paid on 4 October 2013 to shareholders on the register on 6 September 2013, with an ex-dividend date of 4 September 2013.
8 Earnings per share
Basic earnings per share have been calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the period, excluding shares held by the Employee Share Ownership Trusts which are treated as cancelled.
|
30 June |
30 June |
31 Dec |
Profit for the period (£ million) |
105 |
108 |
276 |
Weighted average number of ordinary shares in issue (million) |
267 |
264 |
265 |
Basic earnings per share (pence) |
39.32 |
41.03 |
104.14 |
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the period. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.
|
30 June |
30 June |
31 Dec |
Profit for the period (£ million) |
105 |
108 |
276 |
Weighted average number of ordinary shares in issue (million) |
267 |
264 |
265 |
Adjustment for share options (million) |
– |
1 |
1 |
Diluted weighted average number of ordinary shares in issue (million) |
267 |
265 |
266 |
Diluted earnings per share (pence) |
39.27 |
40.91 |
103.86 |
Aggreko plc assesses the performance of the Group by adjusting earnings per share, calculated in accordance with IAS 33, to exclude items it considers to be non-recurring and believes that the exclusion of such items provides a better comparison of business performance. The calculation of earnings per ordinary share on a basis which excludes exceptional items is based on the following adjusted earnings:
|
30 June |
30 June |
31 Dec |
Profit for the period |
105 |
108 |
276 |
Exclude exceptional items |
– |
– |
(10) |
Adjusted earnings |
105 |
108 |
266 |
An adjusted earnings per share figure is presented below.
|
30 June |
30 June |
31 Dec |
Basic earnings per share pre-exceptional items (pence) |
39.32 |
41.03 |
100.67 |
Diluted earnings per share pre-exceptional items (pence) |
39.27 |
40.91 |
100.40 |
9 Taxation
The taxation charge for the period is based on an estimate of the Group's expected annual effective rate of tax for 2013 based on prevailing tax legislation at 30 June 2013. This is currently estimated to be 27.0% (2012: 26.0%).
10 Goodwill
|
30 June £ million |
30 June £ million |
31 Dec £ million |
Cost |
|
|
|
Balance at beginning of period |
145 |
65 |
65 |
Acquisition |
– |
87 |
89 |
Fair value adjustments |
– |
3 |
2 |
Exchange adjustments |
2 |
(1) |
(11) |
At end of period |
147 |
154 |
145 |
|
|
|
|
Accumulated impairment losses |
– |
– |
– |
|
|
|
|
Net book value at end of period |
147 |
154 |
145 |
During the period the Group has finalised the fair values of the net assets acquired from Poit Energia on 16 April 2012. Accordingly the fair values previously reported at 30 June 2012 and 31 December 2012 have been restated with an increase in goodwill and a corresponding decrease in property, plant and equipment of £2 million at December 2012 and £3 million at June 2012.
11 Property, plant and equipment
Six months ended 30 June 2013
|
Freehold properties |
Short leasehold properties |
Rental fleet |
Vehicles, plant and equipment |
Total |
Cost |
|
|
|
|
|
At 1 January 2013 (Restated, Note 10) |
59 |
18 |
2,328 |
95 |
2,500 |
Exchange adjustments |
2 |
– |
93 |
1 |
96 |
Additions |
5 |
1 |
111 |
6 |
123 |
Disposals |
(2) |
– |
(24) |
(4) |
(30) |
At 30 June 2013 |
64 |
19 |
2,508 |
98 |
2,689 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
At 1 January 2013 |
18 |
10 |
1,134 |
62 |
1,224 |
Exchange adjustments |
1 |
– |
47 |
1 |
49 |
Charge for the period |
1 |
1 |
129 |
6 |
137 |
Disposals |
(1) |
– |
(21) |
(3) |
(25) |
At 30 June 2013 |
19 |
11 |
1,289 |
66 |
1,385 |
|
|
|
|
|
|
Net book values |
|
|
|
|
|
At 30 June 2013 |
45 |
8 |
1,219 |
32 |
1,304 |
At 31 December 2012 |
41 |
8 |
1,194 |
33 |
1,276 |
|
Freehold properties |
Short leasehold properties |
Rental fleet |
Vehicles, plant and equipment |
Total |
Cost |
|
|
|
|
|
At 1 January 2012 |
58 |
17 |
2,013 |
79 |
2,167 |
Exchange adjustments |
– |
– |
(34) |
(2) |
(36) |
Additions |
1 |
1 |
220 |
11 |
233 |
Acquisitions |
– |
– |
45 |
3 |
48 |
Fair value adjustments |
– |
– |
(3) |
– |
(3) |
Disposals |
(1) |
(1) |
(22) |
(1) |
(25) |
At 30 June 2012 |
58 |
17 |
2,219 |
90 |
2,384 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
At 1 January 2012 |
17 |
9 |
998 |
56 |
1,080 |
Exchange adjustments |
– |
– |
(15) |
(1) |
(16) |
Charge for the period |
1 |
1 |
103 |
5 |
110 |
Disposals |
(1) |
(1) |
(19) |
(1) |
(22) |
At 30 June 2012 |
17 |
9 |
1,067 |
59 |
1,152 |
|
|
|
|
|
|
Net book values |
|
|
|
|
|
At 30 June 2012 |
41 |
8 |
1,152 |
31 |
1,232 |
At 31 December 2011 |
41 |
8 |
1,015 |
23 |
1,087 |
The 2012 comparatives have been restated for the final fair value adjustments arising on the acquisition of Poit Energia which totalled a £3 million reduction in rental fleet cost at 30 June 2012 and a £2 million reduction inrental fleet cost at 31 December 2012.
12 Trade and other receivables
|
30 June |
30 June |
31 Dec |
Trade receivables |
366 |
398 |
356 |
Less: provision for impairment of receivables |
(73) |
(54) |
(63) |
Trade receivables – net |
293 |
344 |
293 |
Prepayments |
32 |
44 |
24 |
Accrued income |
91 |
83 |
69 |
Other receivables |
45 |
37 |
35 |
Total receivables |
461 |
508 |
421 |
Provision for impairment of receivables
|
30 June |
30 June |
31 Dec |
Americas |
40 |
31 |
38 |
Europe, Middle East and Africa |
25 |
19 |
19 |
Asia, Pacific and Australia |
8 |
4 |
6 |
Group |
73 |
54 |
63 |
Local Business |
9 |
9 |
10 |
Power Projects |
64 |
45 |
53 |
Group |
73 |
54 |
63 |
13 Borrowings
|
30 June |
30 June |
31 Dec |
Non-current |
|
|
|
Bank borrowings |
260 |
397 |
199 |
Private placement notes |
246 |
241 |
232 |
|
506 |
638 |
431 |
Current |
|
|
|
Bank overdrafts |
17 |
29 |
22 |
Bank borrowings |
61 |
34 |
163 |
|
78 |
63 |
185 |
Total borrowings |
584 |
701 |
616 |
|
|
|
|
Short-term deposits |
(5) |
(1) |
– |
Cash at bank and in hand |
(27) |
(22) |
(23) |
Net borrowings |
552 |
678 |
593 |
Overdrafts and borrowings are unsecured.
The maturity of financial liabilities
The maturity profile of the borrowings was as follows:
|
30 June |
30 June |
31 Dec |
Within 1 year, or on demand |
78 |
63 |
185 |
Between 1 and 2 years |
– |
234 |
– |
Between 2 and 3 years |
195 |
– |
174 |
Between 3 and 4 years |
26 |
164 |
25 |
Between 4 and 5 years |
89 |
– |
– |
Greater than 5 years |
196 |
240 |
232 |
|
584 |
701 |
616 |
During the period the Group refinanced £350 million of facilities.
Fair value estimation
The carrying value of non-derivative financial assets and liabilities, comprising cash and cash equivalents, trade and other receivables, trade and other payables and borrowings is considered to materially equate to their fair value. Derivative financial instruments, which are measured at fair value, comprise interest rate swaps representing a liability of £10 million categorised as level 2 and forward foreign currency contracts and options representing an asset of £19 million, which are considered to be level 1. The fair value of interest rate swaps is calculated at the present value of estimated future cash flows using market interest rates. The valuation techniques employed are consistent with the year end Annual Report. There are no financial instruments measured as level 3.
14 Provisions
|
Reorganisation |
At 1 January 2013 |
6 |
Utilised during period |
(3) |
At 30 June 2013 |
3 |
Analysis of total provisions
|
30 June |
30 June |
31 Dec |
Current |
2 |
– |
5 |
Non current |
1 |
– |
1 |
|
3 |
– |
6 |
The provision for reorganisation and Poit integration at December 2012 comprised the estimated costs of the Group reorganisation in 2012 and also the integration of the Poit Energia acquisition into the Group. The provisions were generally in respect of professional fees, severance costs, relocation costs and travel expenses directly related to the reorganisation and integration. The provision remaining at 30 June 2013 relates to the Group reorganisation in 2012. The provision is expected to be fully utilised by the end of 2015.
15 Capital commitments
|
30 June |
30 June |
31 Dec |
Contracted but not provided for (property, plant and equipment) |
25 |
45 |
13 |
16 Pension commitments
Analysis of movement in retirement benefit obligation in the period:
|
30 June |
30 June |
31 Dec |
At start of period |
(4) |
(6) |
(6) |
Income statement expense |
(1) |
(1) |
(2) |
Contributions |
4 |
2 |
6 |
Net actuarial (loss)/gain |
(1) |
4 |
(2) |
At end of period |
(2) |
(1) |
(4) |
17 Related party transactions
Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. There were no other related party transactions in the period.
18 Seasonality
The Group is subject to seasonality with the third quarter of the year being our peak demand period, accordingly revenue and profits have historically been higher in the second half of the year.