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Viridian Group Investments Limited Consolidated Financial Statements 31 March 2016 CONTENTS Page Group Financial Highlights 3 Strategic and Directors’ Report - Operating Review 4 - Summary of Financial Performance 19 - Risk Management and Principal Risks and Uncertainties 25 - Corporate Social Responsibility Report 32 - Directors 38 Statement of Directors’ Responsibilities in Respect of the Accounts 39 Independent Auditors' Report 40 Consolidated Income Statement 41 Consolidated Statement of Other Comprehensive Income 42 Consolidated Balance Sheet 43 Consolidated Statement of Changes in Equity 44 Consolidated Cash Flow Statement 45 Notes to the Consolidated Financial Statements 46 Glossary of Terms 105 Viridian Group Investments Limited Consolidated Financial Statements 2015 – 2016 2 GROUP FINANCIAL HIGHLIGHTS Underlying Business Results1 • Group pro-forma Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) was £97.1m (2015 - £97.5m) • Group pro-forma operating profit was £76.4m (2015 - £77.1m) IFRS Results2 • Revenue was £1,320.9m (2015 - £1,461.1m) • Operating profit before exceptional items and certain remeasurements was £80.7m (2015 - £107.3m) 1 Based on regulated entitlement and before exceptional items and certain remeasurements as outlined in note 4. 2 Before exceptional items and certain remeasurements. Viridian Group Investments Limited Consolidated Financial Statements 2015 – 2016 3 STRATEGIC AND DIRECTORS’ REPORT OPERATING REVIEW All references in this document to ‘Group’ denote Viridian Group Investments Limited and its subsidiary undertakings and to ‘Company’ denote Viridian Group Investments Limited, the parent company. Principal Activities The principal activity of the Company is that of a holding company. The Group’s operating businesses and principal activities comprise: • Energia Group - a vertically integrated energy business consisting of competitive electricity supply to business and residential customers in the Republic of Ireland (RoI) and business customers in Northern Ireland through Energia, its retail supply business, backed by electricity generation from its two Huntstown combined-cycle gas turbine (CCGT) plants, and long term Power Purchase Agreements (PPAs) with third- party renewable generators (including wind generation assets in which the Group has an equity interest) and generation from wholly owned wind generation assets. The Energia Group also supplies natural gas to business and residential customers, principally in the RoI; • Power NI - supply of electricity primarily to residential customers in Northern Ireland; and • PPB – procurement of power under contract with the Ballylumford power station in Northern Ireland. Strategy The Group’s strategy is focused on leveraging its integrated business model to maintain and enhance its position as a leading independent all-island energy utility and to capture available margin arising in all parts of the value chain in all its businesses, both regulated and unregulated. The Group continually seeks opportunities for margin improvement and will look for growth through complementary acquisition opportunities. Management continues to focus on five strategic objectives which underpin Viridian’s strategy: • improve profitability and maintain stable cash flows; • maintain high availability of generation plants; • continue to drive organic growth through expansion principally in renewables; • focus on profitable customer retention and look for opportunities to diversify our customer base; and • maintain active engagement with regulators and key lobby groups. Change of Control On 29 April 2016 I Squared Capital (“I Squared”) an independent global infrastructure investment manager completed its acquisition of 100% of the share capital of the Company’s parent Viridian Group Holdings Limited from Arcapita. At the same time, I Squared provided equity to the Company’s parent to enable the discharge of its Junior Facility A (£148.3m at 31 March 2016). Viridian Group Investments Limited Consolidated Financial Statements 2015 – 2016 4 Operating Review Key Performance Indicators The Group has determined that the following key performance indicators (KPIs), covering both financial and operational performance, are the most effective measures of progress towards achieving the Group’s objectives. Financial KPIs The financial KPIs are: • Energia Group (excluding renewable assets) EBITDA and operating profit (pre exceptional items and certain remeasurements); • Energia renewable assets EBITDA and operating profit (pre exceptional items and certain remeasurements); • Power NI EBITDA and operating profit based on regulated entitlement (pre exceptional items and certain remeasurements); and • PPB EBITDA and operating profit based on regulated entitlement (pre exceptional items and certain remeasurements). The Group’s financial KPIs are shown below: EBITDA 1 Operating Profit 1 2016 2015 2016 2015 £m £m £m £m Energia Group (excluding renewable assets) 58.9 62.3 43.7 45.9 Energia renewable assets 5.3 2.8 2.7 1.6 Power NI 31.6 28.6 29.0 26.0 PPB 4.0 6.4 4.0 6.4 1 As shown in note 4 to the accounts Energia Group (excluding renewable assets) EBITDA (pre exceptional items and certain remeasurements) decreased to £58.9m (2015 - £62.3m) primarily reflecting adverse foreign exchange due to the strengthening of Sterling to Euro compared to last year, the revaluation of Huntstown distillate oil stock to current market price, lower availability for Huntstown 1 associated with the outage for the rotor replacement in August 2015, lower capacity revenue (associated with the 10% reduction in the capacity pot effective January 2016), lower unconstrained utilisation of Huntstown 2 and lower contributions from the renewable PPAs (due to lower market prices), partly offset by higher non-residential and residential retail margins. Energia Group (excluding renewable assets) operating profit (pre exceptional items and certain remeasurements) decreased to £43.7m (2015 - £45.9m) primarily reflecting the decrease in EBITDA outlined above. Energia renewable assets EBITDA increased to £5.3m (2015 - £2.8m) reflecting the commissioning of new wind farms in December 2014 (20MW Thornog) and May 2015 (5MW Clondermot and Lisglass) together with benefits from the sale of surplus connection capacity to a wind farm developer. Energia renewable assets operating profit increased to £2.7m (2015 - £1.6m) reflecting the increase in EBITDA outlined above, partly offset by higher depreciation charge associated with the commissioning of new wind farms. Power NI EBITDA increased to £31.6m (2015 - £28.6m) reflecting higher unregulated earnings together with higher contributions from small scale renewable PPAs partly offset by lower regulated entitlement and higher operating costs. Power NI operating profit increased to £29.0m (2015 - £26.0m) reflecting the increase in EBITDA outlined above. PPB EBITDA and operating profit decreased to £4.0m (2015 - £6.4m) reflecting the reduction in regulated entitlement associated with its new price control effective April 2015. Viridian Group Investments Limited Consolidated Financial Statements 2015 – 2016 5 Operating Review Operational KPIs The operational KPIs are: Energia Group (excluding renewable assets) • generation plant availability (the percentage of time Huntstown CCGTs are available to produce full output); • generation plant unconstrained utilisation (the indicative dispatch of the available Huntstown CCGTs assuming no constraints i.e. restrictions imposed by the Single Electricity Market Operator (SEMO) on the availability of the Huntstown CCGTs to dispatch electricity or physical limitations of dispatching such electricity); • generation plant incremental impact of constrained utilisation (the indicative dispatch of the available Huntstown CCGTs assuming constraints imposed by SEMO); • non-residential and residential customer sites; • the volume of electricity sales (TWh) by Energia in Northern Ireland and the RoI; • the volume of gas sales (million therms) by Energia in Northern Ireland and the RoI; and • the average annual and year end capacity (MW) of contracted renewable generation in operation in Northern Ireland and the RoI. Energia renewable assets • availability (the percentage of time wind generation assets are available to produce full output); and • wind factor (the indicative output of the available wind generation assets). Power NI • the number of complaints which the Consumer Council Northern Ireland (CCNI) takes up on behalf of customers (Stage 2 complaints); • the volume of electricity sales (TWh) in Northern Ireland; • market share (by GWh sales) of electricity sales in Northern Ireland; and • non-residential and residential customer sites. Operational KPIs and commentary on business performance are set out in the relevant Business Review. The Group also regards the lost time incident rate (LTIR) as a KPI in respect of employee safety; details are set out in the Workplace section of the Corporate Social Responsibility (CSR) Report. Regulation and Legislation Northern Ireland The electricity industry in Northern Ireland is governed principally by the Electricity (Northern Ireland) Order 1992 (the 1992 Order) and by the conditions of the licences which have been granted under the 1992 Order. The 1992 Order has been amended by subsequent legislation including the Energy (Northern Ireland) Order 2003 (the 2003 Order), the Electricity Regulations (Northern Ireland) 2007, the Electricity (Single Wholesale Market) (Northern Ireland) Order