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
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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

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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.

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GEL Utility Limited

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     2019 Corporate Rating Report
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