Interim / Quarterly Report • Sep 6, 2016
Interim / Quarterly Report
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OCI N.V.
for the six month period ended 30 June 2016
(Unaudited)
| \$ millions | Note | 30 June 2016 |
31 December 2015 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | (10) | 5,267.3 | 5,913.9 |
| Goodwill and other intangible assets | (11) | 495.5 | 499.6 |
| Trade and other receivables | (12) | 43.2 | 44.9 |
| Equity accounted investees | (13) | 659.0 | 33.4 |
| Other investments | (14) | 39.7 | 41.2 |
| Deferred tax assets | 6.2 | 6.5 | |
| Total non-current assets | 6,510.9 | 6,539.5 | |
| Current assets | |||
| Inventories | (16) | 150.1 | 140.6 |
| Trade and other receivables | (12) | 504.3 | 276.5 |
| Other investments | (14) | 6.5 | 9.3 |
| Current income tax receivables | 1.8 | 2.2 | |
| Cash and cash equivalents | (17) | 789.4 | 796.4 |
| Total current assets | 1,452.1 | 1,225.0 | |
| Total assets | 7,963.0 | 7,764.5 | |
| Equity | |||
| Share capital | (18) | 4,709.1 | 4,704.9 |
| Share premium | (18) | 1,612.8 | 1,610.7 |
| Reserves | (18) | (143.5) | (87.6) |
| Retained earnings | (4,748.8) | (4,967.7) | |
| Equity attributable to owners of the Company | 1,429.6 | 1,260.3 | |
| Non-controlling interest | 402.7 | 489.5 | |
| Total equity | 1,832.3 | 1,749.8 | |
| Liabilities | |||
| Non-current liabilities | |||
| Loans and borrowings | (19) | 4,011.1 | 3,336.7 |
| Trade and other payables | 18.6 | 24.9 | |
| Provisions | (20) | 10.0 | 12.0 |
| Deferred tax liabilities | 209.5 | 224.7 | |
| Total non-current liabilities | 4,249.2 | 3,598.3 | |
| Current liabilities | |||
| Loans and borrowings | (19) | 857.3 | 1,566.1 |
| Trade and other payables | 723.4 | 568.3 | |
| Provisions Income tax payables |
(20) | 214.3 86.5 |
243.4 38.6 |
| Total current liabilities | 1,881.5 | 2,416.4 | |
| Total liabilities | 6,130.7 | 6,014.7 | |
| Total equity and liabilities | 7,963.0 | 7,764.5 |
The notes on pages 8 to 21 are an integral part of these semi-annual condensed consolidated financial statements.
| \$ millions Note 2016 restated Revenue (25) 982.0 1,149.5 Cost of sales (21) (816.9) (809.9) Gross profit 165.1 339.6 Other income (22) 330.3 7.6 Selling, general and administrative expenses (21) (117.7) (128.9) Other expenses (23) (30.8) (9.8) Operating profit 346.9 208.5 Finance income (24) 125.7 98.6 Finance cost (24) (179.2) (165.6) Net finance cost (24) (53.5) (67.0) Income from equity accounted investees (net of tax) (13) 0.7 1.8 Profit before income tax 294.1 143.3 Income tax (15) (37.0) 32.5 Net profit from continued operations 257.1 175.8 Net profit from discontinued operations (net of tax) - 630.8 Total net profit 257.1 806.6 Other comprehensive income: Items that are or may be reclassified to profit or loss Net change in fair value of available-for-sale financial assets (4.3) 0.3 Changes in hedge reserve - (0.1) Release of cash flow hedges due to demerger - 12.8 Currency translation differences (60.6) (50.9) Release of currency translation differences due to demerger - 108.8 Other comprehensive income, net of tax (64.9) 70.9 Total comprehensive income 192.2 877.5 Profit / (loss) attributable to: Owners of the Company 218.4 735.6 Non-controlling interest 38.7 71.0 Net profit 257.1 806.6 Total comprehensive income attributable to: Owners of the Company 162.5 846.4 Non-controlling interest 29.7 31.1 Total comprehensive income 192.2 877.5 Earnings per share from total operations (in USD) Basic earnings per share 1.045 3.516 Diluted earnings per share 1.045 3.398 Earnings per share from continuing operations (in USD) Basic earnings per share 1.045 0.501 Diluted earnings per share 1.045 0.501 |
30 June | 30 June 2015 |
|
|---|---|---|---|
The notes on pages 8 to 21 are an integral part of these semi-annual condensed consolidated financial statements.
OCI restated its result from discontinued operations for USD (30.0) million, as a result of a release of USD 30.3 million of cumulative translation differences and USD (0.3) million of demerger effect on non-controlling interest. The restatement only relates to the 30 June 2015 numbers and not the 31 December 2015 numbers.
| Equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | Share | attributable | Non | |||||
| capital | premium | Reserves | Retained | to owners of | controlling | Total | ||
| \$ millions | Note | (18) | (18) | (18) | earnings | the Company | interest | equity |
| Balance at 1 January 2015 | 273.3 | 1,447.6 | 196.5 | 201.5 | 2,118.9 | 418.9 | 2,537.8 | |
| Net profit restated | - | - | - | 735.6 | 735.6 | 71.0 | 806.6 | |
| Other comprehensive income restated | - | - | 110.8 | - | 110.8 | (39.9) | 70.9 | |
| Total comprehensive income restated | - | - | 110.8 | 735.6 | 846.4 | 31.1 | 877.5 | |
| Capital increase | (18) | 8.9 | 159.8 | - | - | 168.7 | - | 168.7 |
| Demerger effect on non-controlling interest restated |
(18) | - | - | - | - | - | (78.3) | (78.3) |
| Conversion of retained earnings into share capital |
(18) | 1,400.0 | - | - | (1,400.0) | - | - | - |
| Dividend in kind demerged activities | (18) | (1,400.0) | - | - | - | (1,400.0) | - | (1,400.0) |
| Capital increase OCI Partners | (18) | - | - | - | (11.5) | (11.5) | 11.5 | - |
| Modification of share-based payments to cash settlement |
- | - | (33.1) | - | (33.1) | - | (33.1) | |
| Share-based payments | - | - | 8.9 | - | 8.9 | - | 8.9 | |
| Dividends to non-controlling interest | (18) | - | - | - | - | - | (5.8) | (5.8) |
| Balance at 30 June 2015 restated | 282.2 | 1,607.4 | 283.1 | (474.4) | 1,698.3 | 377.4 | 2,075.7 | |
| Balance at 1 January 2016 | 4,704.9 | 1,610.7 | (87.6) | (4,967.7) | 1,260.3 | 489.5 | 1,749.8 | |
| Net profit | - | - | - | 218.4 | 218.4 | 38.7 | 257.1 | |
| Other comprehensive income | - | - | (55.9) | - | (55.9) | (9.0) | (64.9) | |
| Total comprehensive income | - | - | (55.9) | 218.4 | 162.5 | 29.7 | 192.2 | |
| Impact difference in profit sharing non | ||||||||
| controlling interest | (18) | - | - | - | - | - | 14.1 | 14.1 |
| Capital increase | (18) | 4.2 | 2.1 | - | - | 6.3 | - | 6.3 |
| Share-based payments | - | - | - | 0.5 | 0.5 | - | 0.5 | |
| Dividends to non-controlling interest | (18) | - | - | - | - | - | (130.6) | (130.6) |
| Balance at 30 June 2016 | 4,709.1 | 1,612.8 | (143.5) | (4,748.8) | 1,429.6 | 402.7 | 1,832.3 |
The notes on pages 8 to 21 are an integral part of these semi-annual condensed consolidated financial statements.
OCI restated its result from discontinued operations for USD (30.0) million, as a result of a release of USD 30.3 million of cumulative translation differences and USD (0.3) million of demerger effect on non-controlling interest. The restatement only relates to the 30 June 2015 numbers and not the 31 December 2015 numbers.
| 30 June | |||
|---|---|---|---|
| \$ millions | Note | 30 June 2016 |
2015 restated |
| Net profit | 257.1 | 806.6 | |
| Adjustments for: | |||
| Net (profit) / loss from discontinued operations | - | (630.8) | |
| Depreciation and amortization | (10),(11) | 151.1 | 146.4 |
| Interest income | (24) | (15.7) | (10.3) |
| Interest expense | (24) | 110.0 | 96.9 |
| Foreign exchange (gain) / loss and others | (24) | (40.8) | (19.6) |
| Share in income of equity-accounted investees | (13) | (0.7) | (1.8) |
| Result on sale of 50% and deconsolidation of Natgasoline | (22) | (107.9) | - |
| Gain on sale of investment | (22) | - | (5.1) |
| Impact difference in profit sharing non-controlling interest | (18) | 14.1 | - |
| Share-based payment transactions | 0.5 | 8.9 | |
| Income tax expense | (15) | 37.0 | (32.5) |
| Changes in: | |||
| Inventories | (16) | (9.5) | 22.8 |
| Trade and other receivables | (12) | 54.3 | 29.7 |
| Trade and other payables | 20.9 | 33.7 | |
| Provisions | (20) | (2.2) | (8.8) |
| Cash flows: | |||
| Interest paid | (157.5) | (125.3) | |
| Interest received | 8.1 | 6.2 | |
| Income taxes paid | (7.4) | (1.2) | |
| Refund of tax dispute liability | - | 248.7 | |
| Cash flows from operating activities (continuing operations) | 311.4 | 564.5 | |
| Proceeds from sale of property, plant and equipment | (10) | - | 2.6 |
| Investments in property, plant and equipment | (10) | (482.4) | (608.5) |
| Proceeds from sale of investment | (22) | - | 5.1 |
| Dividends from equity-accounted investees | (13) | 5.4 | 2.2 |
| Acquisition of subsidiary net of cash acquired | (28) | - | (16.5) |
| Cash flow effect from change of control in Natgasoline | (13) | (12.1) | - |
| Repayment of shareholder's loan to Natgasoline | (13) | 242.1 | - |
| Cash flows (used in) investing activities (continuing operations) | (247.0) | (615.1) | |
| 30 June | |||
|---|---|---|---|
| \$ millions | Note | 30 June 2016 |
2015 restated |
| Proceeds from share issuance | (18) | - | 168.7 |
| Proceeds from borrowings | (19) | 325.7 | 197.7 |
| Repayment of borrowings | (19) | (345.8) | (146.1) |
| Dividends paid to non-controlling interest | (18) | (6.7) | (5.8) |
| Cash flows (used in) / from financing activities (continuing operations) | (26.8) | 214.5 | |
| Net cash from continuing operations | 37.6 | 163.9 | |
| Cash flows (used in) operating activities | - | (123.3) | |
| Cash flows (used in) investing activities | - | (20.0) | |
| Cash flows from financing activities | - | 58.3 | |
| Net cash (used in) discontinued operations | - | (85.0) | |
| Net increase in cash and cash equivalents | 37.6 | 78.9 | |
| Cash and cash equivalents at 1 January | 787.0 | 1,115.2 | |
| Currency translation adjustments | (36.3) | (34.2) | |
| Less cash and cash equivalents as at 7 March 2015 (demerger date) | - | (283.9) | |
| Cash and cash equivalents at | 788.3 | 876.0 | |
| Presentation in the statement of financial position | |||
| Cash and cash equivalents | (17) | 789.4 | 846.6 |
| Bank overdraft | (1.1) | (100.3) | |
| Cash and cash equivalents (as held for demerger) | - | 368.9 | |
| Cash and cash equivalents at | 788.3 | 1,115.2 | |
| Presentation in the statement of financial position as at 1 January 2016 | |||
| Cash and cash equivalents | (17) | 796.4 | |
| Bank overdraft | (9.4) | ||
| Cash and cash equivalents at 1 January 2016 | 787.0 |
The notes on pages 8 to 21 are an integral part of these semi-annual condensed consolidated financial statements.
OCI restated its result for discontinued operations for USD (30.0) million, as a result of a release of USD 30.3 million of cumulative translation differences and USD (0.3) million of demerger effect on non-controlling interest. The restatement only relates to the 30 June 2015 numbers and not the 31 December 2015 numbers.
This report contains the semi-annual condensed consolidated financial statements of OCI N.V. ('OCI', 'the Group' or 'the Company'), a public limited liability company incorporated under Dutch law, with its head office located at Honthorststraat 19, Amsterdam, the Netherlands. OCI N.V. is registered in the Dutch commercial register under No. 56821166 dated 2 January 2013. The Group is primarily involved in the production of nitrogen based fertilizers and industrial chemicals.
The semi-annual condensed consolidated financial statements for the six month period ended 30 June 2016 have been authorised for issue by the Board of Directors on 1 September 2016.
The semi-annual condensed consolidated financial statements for the six month period ended 30 June 2016 have not been audited or reviewed by an external auditor.
The semi-annual condensed consolidated financial statements for the six month period ended 30 June 2016 have been prepared in accordance with IAS 34 'Interim Financial Reporting' and do not include all the information and disclosures required in the annual financial statements. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2015. The semi-annual condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended 31 December 2015 which have been prepared in accordance with IFRS, as adopted by the European Union.
OCI has completed the demerger of the Engineering & Construction business on 7 March 2015. Consequently, the assets and liabilities held for demerger have been derecognized as per this date. The effect of this demerger is still presented in the comparative information in the condensed consolidated statement of profit and loss and the other comprehensive income and the condensed consolidated statement of cash flows in accordance with IFRS 5.
On 6 August 2015, CF Industries ("CF") and OCI announced plans to combine OCI's European, North American and Global distribution business (together referred to as the 'ENA Business') with CF's global assets to form 'New CF'. The 4 April 2016 US Treasury announcement with respect to inversions materially reduced the structural synergies of the combination. After unsuccessfully exploring alternative transactions and structures, CF and OCI announced the termination of the combination agreement on 23 May 2016. OCI received a break-up fee of USD 150.0 million on 25 May 2016 from CF as contemplated in the combination agreement. The break-up fee is recognized under other income, reference is made to note 22.
The accounting policies applied over the six month period ended 30 June 2016 are consistent with those applied in the consolidated financial statements for the year ended 31 December 2015. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
During the six month period ended 30 June 2016, no new standards became applicable to OCI that significantly impacted these semi-annual condensed consolidated financial statements.
The Fertilizer operations are inherently dependent on seasonal fluctuations in demand as governed by major crop planting and harvesting seasons. Weighted average netback prices tend to be higher during the Northern and Southern Hemispheres' planting seasons, translating into generally stronger first and fourth quarters. In addition, industrial sales of the Chemicals operations, methanol and ammonia are more evenly distributed throughout the year, thereby contributing to stability in sales. The global sales and diversified product mix – both as fertilizers and chemical products – mitigate the impact of any one region's seasonal fluctuations.
The preparation of the financial statements in compliance with IFRS requires management to make judgements, estimates and assumptions that affect amounts reported in the consolidated financial statements. The estimates and assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances and are used to judge the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised or in the revision period and future periods, if the changed estimates affect both current and future periods.
Compared to the 2015 Annual Report, there were no significant changes to the critical accounting judgements, estimates and assumptions that could result in significantly different amounts than those recognized in the financial statements.
With respect to financial instruments, there has not been any reclassification between categories of financial instruments. Neither have business or economic circumstances affected the fair value of the entity's financial assets or liabilities either measured at fair value or amortized cost.
The following significant exchange rates applied during the financial period:
| Average during the six month period ended 30 June 2016 |
Average during the six month period ended 30 June 2015 |
Closing as at 30 June 2016 |
Closing as at 31 December 2015 |
|
|---|---|---|---|---|
| Euro | 1.1115 | 1.1188 | 1.1081 | 1.0845 |
| Egyptian pound | 0.1187 | 0.1319 | 0.1122 | 0.1275 |
| Algerian Dinar | 0.0092 | 0.0104 | 0.0090 | 0.0093 |
The objectives and policies of financial risk and capital management are consistent with those disclosed in the 2015 Annual Report.
The major exposure to credit risk for trade and other receivables by geographic region was as follows:
| \$ millions | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Middle East and Africa | 107.2 | 49.6 |
| Asia and Oceania | 3.1 | 5.0 |
| Europe and United States | 437.2 | 266.8 |
| Total | 547.5 | 321.4 |
The summary of quantitative data about the Group's exposure to foreign exchange transaction exposure based on risk management policy for the main currencies was as follows (amounts after intercompany elimination):
| 30 June 2016 | |||
|---|---|---|---|
| \$ millions | USD | EUR | EGP |
| Trade and other receivables | 295.5 | 1.2 | 1.0 |
| Trade and other payables | (1.1) | (11.9) | (6.5) |
| Loans and borrowings | (526.4) | - | (113.9) |
| Provisions | - | - | (214.3) |
| Cash and cash equivalents | 347.3 | 4.3 | 222.8 |
| 31 December 2015 \$ millions |
USD | EUR | EGP |
|---|---|---|---|
| Trade and other receivables | 18.3 | 4.4 | 2.3 |
| Trade and other payables | (7.6) | (14.9) | (0.6) |
| Loans and borrowings | (398.2) | - | (129.4) |
| Provisions | - | - | (243.2) |
| Cash and cash equivalents | 216.3 | 5.5 | 259.8 |
| 30 June 2016 \$ millions |
Note | Loans and receivables / payables at amortized cost |
Derivatives at fair value |
Available-for-sale financial asset at fair value |
Available-for-sale financial asset at amortized cost |
|---|---|---|---|---|---|
| Assets | |||||
| Trade and other receivables | (12) | 547.4 | 0.1 | - | - |
| Other investments | (14) | - | - | 24.0 | 22.2 |
| Cash and cash equivalents | (17) | 789.4 | - | - | - |
| Total | 1,336.8 | 0.1 | 24.0 | 22.2 | |
| Liabilities | |||||
| Loans and borrowings | (19) | 4,868.4 | - | - | - |
| Trade and other payables | 721.5 | 20.5 | - | - | |
| Total | 5,589.9 | 20.5 | - | - |
| 31 December 2015 \$ millions |
Note | Loans and receivables / payables at amortized cost |
Derivatives at fair value |
Available-for-sale financial asset at fair value |
Available-for-sale financial asset at amortized cost |
|---|---|---|---|---|---|
| Assets | |||||
| Trade and other receivables | (12) | 321.3 | 0.1 | - | - |
| Other investments | (14) | - | - | 28.9 | 21.6 |
| Cash and cash equivalents | (17) | 796.4 | - | - | - |
| Total | 1,117.7 | 0.1 | 28.9 | 21.6 | |
| Liabilities | |||||
| Loans and borrowings | (19) | 4,902.8 | - | - | - |
| Trade and other payables | 566.7 | 26.5 | - | - | |
| Total | 5,469.5 | 26.5 | - | - |
The Group's net debt to equity ratio at the reporting date was as follows:
| \$ millions | Note | 30 June 2016 |
31 December 2015 |
|---|---|---|---|
| Loans and borrowings | (19) | 4,868.4 | 4,902.8 |
| Less: cash and cash equivalents | (17) | 789.4 | 796.4 |
| Net debt | 4,079.0 | 4,106.4 | |
| Total equity | 1,832.3 | 1,749.8 | |
| Net debt to equity ratio at | 2.23 | 2.35 |
| \$ millions | Note | Land and buildings |
Plant and equipment |
Fixtures and fittings |
Under construction |
Total |
|---|---|---|---|---|---|---|
| Cost | 234.5 | 4,140.3 | 17.2 | 1,773.8 | 6,165.8 | |
| Accumulated depreciation | (29.1) | (853.4) | (10.9) | - | (893.4) | |
| At 1 January 2015 | 205.4 | 3,286.9 | 6.3 | 1,773.8 | 5,272.4 | |
| Movements in the carrying amount: | ||||||
| Additions | 3.7 | 37.2 | 2.0 | 1,237.4 | 1,280.3 | |
| Release asset retirement obligation | - | (9.4) | - | - | (9.4) | |
| Disposals | (0.5) | (2.6) | - | - | (3.1) | |
| Acquisition of subsidiary | 0.1 | 17.9 | 0.2 | 0.6 | 18.8 | |
| Depreciation | (9.1) | (279.4) | (2.0) | - | (290.5) | |
| Transfers | 10.0 | 420.1 | 0.2 | (430.3) | - | |
| Effect of movement in exchange rates | (21.6) | (325.6) | (0.8) | (6.6) | (354.6) | |
| At 31 December 2015 | 188.0 | 3,145.1 | 5.9 | 2,574.9 | 5,913.9 | |
| Cost | 227.0 | 4,497.9 | 19.4 | 2,574.9 | 7,319.2 | |
| Accumulated depreciation | (39.0) | (1,352.8) | (13.5) | - | (1,405.3) | |
| At 1 January 2016 | 188.0 | 3,145.1 | 5.9 | 2,574.9 | 5,913.9 | |
| Movements in the carrying amount: | ||||||
| Additions | - | 7.2 | 0.1 | 760.9 | 768.2 | |
| Disposals | - | (0.5) | (0.9) | - | (1.4) | |
| Effect of change of control in Natgasoline | (13),(22) | (26.9) | - | - | (1,203.8) | (1,230.7) |
| Depreciation | (4.2) | (141.3) | (0.9) | - | (146.4) | |
| Transfers | 0.4 | 17.1 | 0.1 | (17.6) | - | |
| Effect of movement in exchange rates | (2.7) | (34.1) | 0.9 | (0.4) | (36.3) | |
| At 30 June 2016 | 154.6 | 2,993.5 | 5.2 | 2,114.0 | 5,267.3 | |
| Cost | 197.7 | 4,487.5 | 19.2 | 2,114.0 | 6,818.4 | |
| Accumulated depreciation | (43.1) | (1,494.0) | (14.0) | - | (1,551.1) | |
| At 30 June 2016 | 154.6 | 2,993.5 | 5.2 | 2,114.0 | 5,267.3 |
As at 30 June 2016, the group had land with a carrying amount of USD 35.3 million (2015: USD 62.2 million).
Additions to assets under construction in 2016 are mainly related to the construction of Iowa Fertilizer Company ("IFCo") in Iowa. Included in the additions of USD 760.9 million to assets under construction is a USD 200.0 million charge related to a settlement and acceleration agreement that was entered into by OCI N.V. and related party Orascom E&C USA Inc. ("OEC"). The settlement and acceleration agreement is meant to address outstanding claims between IFCo and OEC and is subject to additional consents before becoming effective. The charge of USD 200.0 million is accrued under 'Trade and other payables'.
Additions to assets under construction in 2015 are mainly related to the construction of IFCo and Natgasoline. Included in the additions of USD 1,237.4 million to assets under construction is a USD 150.0 million indemnification payment made by OCI N.V. to OEC, for liabilities in connection with the construction contract for IFCo's fertilizer and chemicals greenfield plant.
USD 430.3 million of transfer of assets under construction in 2015 is mostly related to the completion of the debottlenecking project of OCI Partners.
The capitalized borrowing costs during the six month period ended 30 June 2016 amounted to USD 39.3 million and relates to IFCo for USD 32.7 million and to Natgasoline for USD 6.6 million. The capitalized borrowing costs during the year ended 31 December 2015 amounted to USD 82.0 million and relates to IFCo for USD 65.4 million, to OCI Partners for USD 8.6 million and to Natgasoline for USD 8.0 million. The capitalized borrowing costs during the six month period ended 30 June 2016 and year ended 31 December 2015 were substantially paid.
The amount of USD 354.6 million under effect of movement in exchange rates in 2015 mainly relates to the Sorfert plant (Algeria) and OCI Nitrogen B.V., which have different functional currencies (Algerian Dinar and Euro respectively), than the Group's presentation currency. The Algerian Dinar decreased by 18.4% and the Euro decreased by 10.8% during 2015. The amount of USD 36.3 million under effect of movement in exchange rates in 2016 mainly relates to the Sorfert plant. The Algerian Dinar decreased by 3.2% during 2016.
For capital commitments reference is made to note 27.
| \$ millions | Goodwill | Licenses and trademarks |
Purchase rights and other |
Total |
|---|---|---|---|---|
| Cost | 1,808.6 | 85.6 | 35.2 | 1,929.4 |
| Accumulated amortization and impairment | (900.0) | (75.6) | (20.9) | (996.5) |
| At 1 January 2015 | 908.6 | 10.0 | 14.3 | 932.9 |
| Movements in the carrying amount: | ||||
| Amortization | - | (3.9) | (7.2) | (11.1) |
| Impairment loss | (422.9) | - | - | (422.9) |
| Acquisition of subsidiary | - | - | 4.5 | 4.5 |
| Effect of movement in exchange rates | (2.4) | (1.0) | (0.4) | (3.8) |
| At 31 December 2015 | 483.3 | 5.1 | 11.2 | 499.6 |
| Cost | 1,811.9 | 71.6 | 36.8 | 1,920.3 |
| Accumulated amortization and impairment | (1,328.6) | (66.5) | (25.6) | (1,420.7) |
| At 1 January 2016 | 483.3 | 5.1 | 11.2 | 499.6 |
| Movements in the carrying amount: | ||||
| Amortization | - | (0.6) | (4.1) | (4.7) |
| Effect of movement in exchange rates | 0.4 | 0.1 | 0.1 | 0.6 |
| At 30 June 2016 | 483.7 | 4.6 | 7.2 | 495.5 |
| Cost | 1,812.4 | 73.1 | 36.9 | 1,922.4 |
| Accumulated amortization and impairment | (1,328.7) | (68.5) | (29.7) | (1,426.9) |
| At 30 June 2016 | 483.7 | 4.6 | 7.2 | 495.5 |
The Group performs its goodwill impairment test during the fourth quarter. During the six month period ended 30 June 2016, no events or circumstances emerged that indicated that the carrying amount of goodwill per cash generating unit ('CGU') might have exceeded its recoverable amount (impairment trigger).
| \$ millions | Note | 30 June 2016 |
31 December 2015 |
|---|---|---|---|
| Trade receivables | 124.3 | 163.9 | |
| Loans and trade receivables due from related parties | (29) | 346.3 | 72.7 |
| Prepayments | 27.9 | 29.3 | |
| Derivative financial instruments | 0.1 | 0.1 | |
| Loans granted to personnel in relation to share-based payment arrangements | - | 3.3 | |
| Other tax receivables | 36.7 | 35.3 | |
| Supplier advanced payments | 12.2 | 14.8 | |
| Other receivables | - | 2.0 | |
| Total | 547.5 | 321.4 | |
| Non-current | 43.2 | 44.9 | |
| Current | 504.3 | 276.5 | |
| Total | 547.5 | 321.4 |
Trade receivables amounting to USD 90.1 million (2015: USD 123.7 million) have been pledged as security for external loans and borrowings. Of these amounts, USD 73.9 million (2015: USD 94.8 million), were pledged by OCI Nitrogen and USD 16.2 million (2015: USD 28.9 million) by OCI Partners.
The carrying amount of 'Trade and other receivables' as at 30 June 2016 approximates its fair value.
(i) The following table shows the movement in the carrying amount of the Groups' associates and joint ventures:
| \$ millions | 2016 | 2015 |
|---|---|---|
| At 1 January | 33.4 | 37.9 |
| Share in income | 0.7 | 1.3 |
| Effect of change of control in Natgasoline | 630.0 | - |
| Dividends | (5.4) | (7.1) |
| Other comprehensive income | 0.2 | (0.6) |
| Effect of movement in exchange rates | 0.1 | (2.9) |
| Other | - | 4.8 |
| Balance at 30 June / 31 December | 659.0 | 33.4 |
| Joint ventures | 8.2 | 10.3 |
| Associates | 650.8 | 23.1 |
| Total | 659.0 | 33.4 |
In April 2016, OCI and Consolidated Energy AG ('CEL') entered into definitive agreements for an investment in a 50% stake in Natgasoline in participation with OCI. CEL, which is owned by the Proman Group ('Proman') and its long-term partner Helm AG ('Helm'), will inject USD 630.0 million in equity (partly upfront and partly as construction progresses) and an additional USD 50.0 million shareholder loan to cover any required contingencies.
An initial investment of USD 350.0 million was made via G2X Energy, Inc. (a subsidiary of CEL) on 4 May 2016. As of this date CEL gained control over Natgasoline and OCI recognized Natgasoline (which was a fully consolidated subsidiary) as an associate. The deferred proceeds of USD 280.0 million are recognized as a receivable in Natgasoline.
(ii) Below table summarizes Natgasoline's balance sheet as per 30 June 2016 and as per 4 May 2016, the date control was lost:
| \$ millions | 30 June 2016 |
4 May 2016 |
|---|---|---|
| Non-current assets | 1,338.6 | 1,230.7 |
| Current assets (excluding cash and cash equivalents) | 287.1 | 3.7 |
| Cash and cash equivalents | 214.5 | 12.1 |
| Non-current liabilities | (496.2) | (511.0) |
| Current liabilities | (86.6) | (213.4) |
| Net assets | 1,257.4 | 522.1 |
| Group's share of net assets | 628.7 | 522.1 |
For the result on the Natgasoline transaction reference is made to note 22.
| \$ millions | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Notore Chemical Industries (Mauritius) | 22.2 | 21.7 |
| ABU KIR Fertilizer and Chemical Industries Co (Egypt) | 3.8 | 5.6 |
| Infrastructure and Growth Capital Fund LP | 17.5 | 19.5 |
| Orascom Construction Limited (Dubai) | 2.7 | 3.7 |
| Total available-for-sale equity securities | 46.2 | 50.5 |
| Non-current | 39.7 | 41.2 |
| Current | 6.5 | 9.3 |
| Total | 46.2 | 50.5 |
OCI's operations are subject to income taxes in various foreign jurisdictions. The statutory income tax rates vary from 0.0% to 42.2%, which results in a difference between the weighted average statutory income tax rate and the Netherlands' statutory income tax rate of 25.0%.
Reconciliation of the statutory income tax rate in the Netherlands with the effective tax rate can be summarized as follows:
| \$ millions | 30 June 2016 |
% | 30 June 2015 |
% |
|---|---|---|---|---|
| Profit before income tax | 294.1 | 143.3 | ||
| Enacted income tax rate in the Netherlands | 25% | 25% | ||
| Tax calculated at enacted tax rate | (73.5) | 25.0 | (35.8) | 25.0 |
| Effect of rates in foreign jurisdictions | 28.6 | (9.7) | 17.0 | (11.9) |
| Unrecognized tax losses | (31.3) | 10.6 | (0.1) | 0.1 |
| Recognition of previously unrecognized tax losses | 3.4 | (1.2) | 12.6 | (8.8) |
| Expenses non-deductible | (8.9) | 3.0 | (7.9) | 5.5 |
| Tax credits | 3.1 | (1.0) | - | - |
| Income not subject to tax | 41.6 | (14.1) | 49.2 | (34.3) |
| Other | - | - | (2.5) | 1.7 |
| Total income tax in profit or loss | (37.0) | 12.6 | 32.5 | (22.7) |
| \$ millions | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Finished goods | 62.8 | 53.8 |
| Raw materials and consumables | 19.5 | 20.0 |
| Spare parts, fuels and others | 67.8 | 66.8 |
| Total | 150.1 | 140.6 |
During the six month period ended 30 June 2016, the total write-downs amount to USD 10.5 million (2015: USD 11.0 million) which related for USD 9.9 million to spare parts, fuels and other and for USD 0.6 million to finished goods. During 2016 there were no reversals of write downs (2015: nil). No significant amount of inventory has been written down to net realizable value. Inventory amounting to USD 50.1 million (2015: USD 52.0 million) has been pledged as security for external loans, consisting of USD 46.0 million to OCI Nitrogen B.V. (2015: USD 46.0 million) and USD 4.1 million to OCI Partners (2015: USD 6.0 million).
| \$ million | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Cash on hand | 0.1 | 0.2 |
| Bank balances | 758.5 | 646.6 |
| Restricted funds | 22.5 | 146.2 |
| Restricted cash | 8.3 | 3.4 |
| Total | 789.4 | 796.4 |
The movements in the number of shares can be summarized as follows:
| 2016 | 2015 |
|---|---|
| Number of shares at 1 January 210,113,854 Number of issued shares in restructuring - |
205,911,570 - |
| Number of issued shares 192,247 |
4,202,284 |
| On issue - fully paid as at 30 June 210,306,101 |
210,113,854 |
| At 30 June (in millions of USD) 4,709.1 |
282.2 |
| \$ millions | 2016 | 2015 |
|---|---|---|
| At 1 January | 4,902.8 | 4,981.1 |
| Proceeds from loans | 325.7 | 760.7 |
| Redemptions of loans | (345.8) | (389.0) |
| Redemption of bank overdrafts (net) | (8.3) | (90.9) |
| Amortization of transaction cost | 13.6 | 26.7 |
| Effect of movement in exchange rates | (19.6) | (385.8) |
| Balance at 30 June / 31 December | 4,868.4 | 4,902.8 |
| Non-current | 4,011.1 | 3,336.7 |
| Current | 857.3 | 1,566.1 |
| Total | 4,868.4 | 4,902.8 |
During the first six months of 2016 several actions have been taken to safeguard and strengthen the Company's financial position. These recent actions, next to obtaining several waivers, include the following:
In connection with CEL's investment in Natgasoline (reference is made to note 13), OCI and CEL announced on 21 April 2016 that Citi and Morgan Stanley have priced and fully underwritten approximately USD 250.0 million of tax-exempt Mission Economic Development Corporation Senior Revenue Lien Bonds (Natgasoline Project), Series 2016. The funds were received by Natgasoline beginning of May 2016. Of the proceeds USD 192.1 million were used to partly redeem the shareholder loan received from OCI N.V. The remaining outstanding balance of shareholder loans in Natgasoline of USD 277.0 million has been monetised in August 2016 (reference is made to note 30).
In May 2016, the Company repaid an amount of USD 190.0 million on the USD 398.2 million bridge facilities outstanding per year end 2015, from proceeds received following the USD 250.0 million Natgasoline bond issuance. The remaining outstanding balance has been repaid in August 2016 (reference is made to note 30).
On 22 January 2016, OCI N.V. entered into a credit facility agreement with Nile Holding for USD 317.0 million that was fully drawn, and was used to finance the construction project in Natgasoline. The loan matures on 28 February 2018 and can be extended for two years. The loan carries an interest rate between LIBOR plus 7.5% to 9.0%.
In April 2016, JP Morgan issued an irrevocable Standby Letter of Credit for USD 150.0 million at the request of NNS Holding to OCI N.V. The proceeds of this letter of credit will be used to cover any funding requirement to complete the construction at IFCo. In addition, NNS Holding has committed to provide an additional USD 80.0 million if requested by the Company for general corporate purposes. As per 30 June 2016 no amount has been drawn.
On 17 March 2016, OCI Partners extended the maturity of the revolving credit facility to 31 March 2017 and amended the covenants from the lenders for its outstanding term loans and revolving credit facility for the three month periods ending 30 June 2016, 30 September 2016, 31 December 2016 and 31 March 2017.
On 30 June 2016 OCI Fertilizer Trading ("OFT") and OCI Fertilizer Trade & Supply ("OFTS") amended their facility agreements, which are reported as bank overdrafts, by deleting the financial covenants and releasing the guarantor.
As per 30 June 2016 all financial covenants have been met or a waiver has been obtained prior to balance sheet date.
| \$ millions | Asset retirement obligation |
Claims and other contingencies |
Donation provision |
Total |
|---|---|---|---|---|
| At 1 January 2016 | 0.2 | 12.0 | 243.2 | 255.4 |
| Provision made during the year | - | - | - | - |
| Provision used during the year | - | - | - | - |
| Provision reversed during the year | - | (2.2) | - | (2.2) |
| Effect of movement in exchange rates | - | - | (28.9) | (28.9) |
| At 30 June 2016 | 0.2 | 9.8 | 214.3 | 224.3 |
| Non-current | 0.2 | 9.8 | - | 10.0 |
| Current | - | - | 214.3 | 214.3 |
| Total | 0.2 | 9.8 | 214.3 | 224.3 |
| \$ millions | 30 June 2016 |
30 June 2015 |
|---|---|---|
| Raw materials and consumables and finished goods | 570.3 | 571.3 |
| Employee benefit expenses | 115.5 | 129.8 |
| Depreciation, amortization | 151.1 | 146.4 |
| Consultancy expenses | 8.4 | 6.8 |
| Other | 89.3 | 84.5 |
| Total | 934.6 | 938.8 |
| Cost of sales | 816.9 | 809.9 |
| Selling, general and administrative expenses | 117.7 | 128.9 |
| Total | 934.6 | 938.8 |
| \$ millions | 30 June 2016 |
30 June 2015 |
|---|---|---|
| Insurance claims | 66.0 | - |
| Net gain on sale of investment | - | 5.1 |
| Result on sale of 50% and deconsolidation of Natgasoline | 107.9 | - |
| Termination fee combination agreement with CF | 150.0 | - |
| Other | 6.4 | 2.5 |
| Total | 330.3 | 7.6 |
During the six month period ended 30 June 2016, the Group received USD 63.5 million in insurance proceeds related to three fire incidents at the site of OCI Nitrogen B.V. In June 2016, the Group reached a final settlement with the insurance companies.
In May 2016, 50% of the shares held in Natgasoline, which was formerly controlled 100% by OCI, were sold to CEL (reference is made to note 13). Subsequently, the interest in Natgasoline was deconsolidated and resulted into a transaction gain amounting to USD 107.9 million and is determined as follows:
| \$ millions | |
|---|---|
| Fair value of retained investment in Natgasoline | 630.0 |
| Carrying amount of Natgasoline's net assets | (522.1) |
| Result on transaction | 107.9 |
Pursuant to the terms of the combination agreement OCI received a termination fee of USD 150.0 million from CF Industries as a result of the termination of the combination agreement. Reference is made to note 4.
| \$ millions | 30 June 2016 |
30 June 2015 |
|---|---|---|
| Loss on gas price derivative by IFCo | 1.5 | 8.4 |
| Cost relating to the terminated CF transaction | 17.4 | - |
| Other | 11.9 | 1.4 |
| Total | 30.8 | 9.8 |
Other expenses for the six month period ended 30 June 2016 of USD 11.9 million are mainly related to expenses incurred for the fire incidents at OCI Nitrogen B.V., reference is also made to note 22 with respect to the related insurance proceeds. Cost relating to the terminated CF transaction includes amongst other legal, accounting and advisory fees.
| \$ millions | 30 June 2016 |
30 June 2015 |
|---|---|---|
| Interest income on loans and receivables | 15.7 | 10.3 |
| Foreign exchange gain | 110.0 | 88.3 |
| Finance income | 125.7 | 98.6 |
| Interest expense on financial liabilities measured at amortized cost | (110.0) | (96.9) |
| Foreign exchange loss | (69.2) | (68.7) |
| Finance cost | (179.2) | (165.6) |
| Net finance cost recognized in profit or loss | (53.5) | (67.0) |
The increase in foreign exchange gains from 2015 to 2016 mainly related to the revaluation of intercompany balances in foreign currencies, for which the profit or loss impact is not eliminated in the consolidated financial statements. Foreign exchange gains and losses in 2015 and 2016, both include the foreign currency result from the donation provision and the tax refunds received (2016: USD 28.9 million and 2015 USD 23.0 million).
| 30 June 2016 \$ million |
OCI Partners | IFCo | Natgasoline | OCI Nitrogen / Trading |
North Africa |
Corporate and other |
Total |
|---|---|---|---|---|---|---|---|
| Segment revenues | 126.2 | - | - | 660.8 | 337.6 | 57.0 | 1,181.6 |
| Inter-segment revenues | (8.8) | - | - | (60.5) | (130.3) | - | (199.6) |
| Total revenues | 117.4 | - | - | 600.3 | 207.3 | 57.0 | 982.0 |
| Fertilizers | 40.8 | - | - | 600.3 | 202.4 | - | 843.5 |
| Chemicals | 76.6 | - | - | - | 4.9 | 57.0 | 138.5 |
| Total revenues | 117.4 | - | - | 600.3 | 207.3 | 57.0 | 982.0 |
| Profit / (loss) before income tax | (21.0) | (31.1) | (2.4) | 102.3 | 75.4 | 170.9 | 294.1 |
| Total assets | 673.9 | 2,083.2 | - | 648.6 | 2,974.7 | 1,582.6 | 7,963.0 |
| 30 June 2015 \$ million |
OCI Partners | IFCo | Natgasoline | OCI Nitrogen / Trading |
North Africa |
Corporate and other |
Total |
|---|---|---|---|---|---|---|---|
| Segment revenues | 117.3 | - | - | 816.9 | 379.4 | 1.6 | 1,315.2 |
| Inter-segment revenues | (0.6) | - | - | (58.6) | (106.5) | - | (165.7) |
| Total revenues | 116.7 | - | - | 758.3 | 272.9 | 1.6 | 1,149.5 |
| Fertilizers | 40.0 | - | - | 758.3 | 271.5 | 0.2 | 1,070.0 |
| Chemicals | 76.7 | - | - | - | 1.4 | 1.4 | 79.5 |
| Total revenues | 116.7 | - | - | 758.3 | 272.9 | 1.6 | 1,149.5 |
| Profit / (loss) before income tax | 14.8 | (28.3) | (2.5) | 123.1 | 101.0 | (64.8) | 143.3 |
| Total assets | 758.1 | 1,836.5 | 400.4 | 692.3 | 3,237.4 | 1,090.3 | 8,015.0 |
There have been no significant changes in contingencies compared to the situation as described in the 2015 Annual Report.
| \$ millions | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Iowa Fertilizer Company (IFCo) | 49.7 | 43.9 |
| Natgasoline LLC * | - | 678.0 |
| BioMCN B.V. | 7.7 | - |
| OCI Nitrogen B.V. | 11.1 | 10.9 |
| Total | 68.5 | 732.8 |
* As a result of the reclassification of Natgasoline to associates, the capital commitments of Natgasoline are no longer disclosed.
On 12 June 2015 OCI acquired 100% of the shares of BioMCN, a methanol producer and pioneer in bio-methanol production based in Delfzijl, the Netherlands. The acquisition adds 440 ktpa methanol design production capacity to OCI N.V.'s current methanol capacity at OCI Beaumont to reach a total of 1.35 million metric tons per annum (excluding BioMCN's mothballed facility with capacity of 430 ktpa). The acquisition creates a foothold for OCI in the European methanol market. The amount of revenues and profit in 2015 (as of the date of acquisition) amounts to USD 22.5 million and USD 1.6 million, respectively. No goodwill or badwill was identified. The final purchase price allocation is presented below.
| \$ millions | Final purchase price allocation |
|---|---|
| Property, plant and equipment | 18.8 |
| Intangible assets | 4.5 |
| Deferred tax | (3.3) |
| Current assets | 1.8 |
| Non-current liabilities | (2.1) |
| Current liabilities | (3.2) |
| Net assets acquired / purchase price (net of cash) | 16.5 |
The following is a list of significant related party transactions and outstanding amounts as at 30 June 2016:
| \$ millions | Revenue | Purchases | Loans | |||
|---|---|---|---|---|---|---|
| Related party | Relation | transactions during the period |
AR outstanding at period end |
transactions during the period |
AP outstanding at period end |
receivables / (Loans payables) |
| OC Egypt | OCL group company | - | - | - | 11.8 | - |
| OCI Algeria | OCL group company | - | 0.1 | - | - | - |
| Orascom Construction Ltd. | OCL parent company | - | 3.8 | - | - | - |
| Contract International | OCL group company | - | 3.0 | 0.1 | 0.5 | - |
| Orascom E&C | OCL group company | - | 3.0 | 555.7 | 200.6 | - |
| OCI Construction Holding Cyprus | OCL group company | - | - | - | 0.8 | - |
| OCI-Construction Cyprus | OCL group company | - | - | - | 0.8 | - |
| Weitz | OCL group company | - | 17.7 | - | - | - |
| Fitco Agro S.A. | Joint venture | 38.0 | 4.7 | - | - | - |
| Natgasoline | Associate | - | 0.1 | - | 0.1 | 277.0 |
| Sitech Manufacturing Services C.V. | Associate | - | - | 68.5 | 22.6 | - |
| Utility Support Group B.V. | Related via associate | 5.9 | 5.7 | 26.4 | - | 28.2 |
| Sitech Services B.V. | Associate | - | - | 2.6 | 0.6 | - |
| OCI Nitrogen Iberian Company | Joint venture | 1.2 | - | - | - | - |
| Shanxi Fenghe Melamine Co Ltd. | Joint venture | - | 0.2 | - | - | 2.8 |
| Nile Holding | Related via shareholder | - | - | - | - | (317.0) |
| Total | 45.1 | 38.3 | 653.3 | 237.8 | (9.0) |
The following is a list of significant related party transactions and outstanding amounts as at 31 December 2015:
| \$ millions | Revenue transactions |
AR outstanding | Purchases transactions |
AP outstanding | Loans receivables/ |
|
|---|---|---|---|---|---|---|
| Related party | Relation | during the year | at year end | during the year | at year end | (Loans payables) |
| OC Egypt | OCL group company | - | - | - | 7.8 | - |
| Contract International | OCL group company | - | 3.0 | - | 0.6 | - |
| Orascom E&C | OCL group company | - | 3.3 | 949.2 | 142.6 | - |
| OCI Construction Holding Cyprus | OCL group company | - | - | - | 1.7 | - |
| Weitz | OCL group company | - | 9.2 | - | - | - |
| Orascom Construction Ltd. | OCL parent company | - | 3.2 | - | - | - |
| Fitco Agro S.A. | Joint venture | 117.4 | 16.1 | - | - | - |
| Sitech Manufacturing Services C.V. | Associate | - | - | 117.1 | 35.9 | - |
| Utility Support Group B.V. | Related via associate | 17.8 | 1.8 | 89.8 | 2.7 | 27.6 |
| Sitech Services B.V. | Associate | - | - | 6.5 | 1.0 | - |
| OCI Nitrogen Iberian Company | Joint venture | 3.9 | 4.1 | - | - | - |
| Shanxi Fenghe Melamine Co Ltd. | Joint venture | - | 0.6 | 23.1 | - | 3.8 |
| Total | 139.1 | 41.3 | 1,185.7 | 192.3 | 31.4 |
In addition to the related party transactions in the table above, the company incurs certain operating expenses for immaterial amounts in relation to services provided by related parties.
In August 2016 OCI Nitrogen B.V. has refinanced its outstanding debt of USD 332.4 million (EUR 300.0 million), by entering into a new credit facility, which comprises a USD 277.0 million (EUR 250.0 million) term loan facility A ("TLA"), a USD 277.0 million (EUR 250.0 million) term loan facility B ("TLB") and a USD 55.4 million (EUR 50.0 million) revolving credit facility. The TLA will be redeemed over 5 years and the TLB will be repaid on the maturity date in 2021. The weighted average opening margin is 4.23% over EURIBOR. The new credit facility will replace the previous one, which would originally mature in October 2016.
In August 2016 OCI N.V. received USD 279.0 million of proceeds from the full repayment of the outstanding shareholder's loan to Natgasoline of USD 277.0 million and USD 2.0 million of accrued interest. A part of these proceeds, together with the USD 150.0 million termination fee received from CF in May 2016, were used to fully redeem the outstanding bridge facilities.
The members of the board of directors of OCI N.V. declare that, to the best of their knowledge, the semi-annual condensed consolidated financial statements included in this semi-annual report, which have been prepared in accordance with IAS 34 'Interim Financial Reporting', give a true and fair view of OCI N.V.'s assets, liabilities, financial position and profit or loss of OCI N.V. and its consolidated group companies taken as a whole and the half-year press release attached to this semi-annual report gives a fair view of the information required pursuant to section 5:25d (8)/(9) of the Dutch Financial Market Supervision Act.
Amsterdam, the Netherlands, 1 September 2016
The OCI N.V. Board of Directors
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