I have reviewed the most recent audited accounts filed with the business registry by Electrogas. The audit was carried out by PricewaterhouseCoopers and signed by directors Rustam Shomurodov and Paul Apap Bologna on 12 March 2021.
You will see from the facts below that Electrogas is in financial dire straits. Paul Apap Bologna publicly described the Electrohas deal as “bad” and one he would get out of if he could.
My assessment is that the Maltese shareholders who own a third of the company are expecting a government bailout equivalent to some €450 million. The bailout could potentially come in the form of “compensation” when the government secures EU funding for a gas pipeline to Sicily. Once salvaged, after yet another injection of public money, shareholders and, presumably, the politically exposed persons who brought this deal about, look forward for Electrogas to start laying the promised golden eggs.
Directors’ report – pages 1 to 5
Principal activity – Upon commissioning of the plants in 2017, the company started supplying gas and electricity generated by the company’s facilities, to Malta’s main electricity service provider, Enemalta plc.
Review of the business – 2019 was the second complete year of operations of the company and its three operators namely ESB International for the electricity generation plant, Raganosa Malta for the regasification plant and BUMI Armada as operator of the LNG Floating Storage Unit (FSU).
Outlook for 2020 and 2021 – The COVID-19 impact on the company was more significant on the operations than on the financial aspect due to the structure of the company, nature of the supply, and the contractual arrangements in place.
Revenues and cashflows – Due to the nature of the revenue streams of the company, the pandemic did not impact materially the cashflows of the company and any variations were only of a timing nature.
Comment: In note 17 on page 62, the Directors state that the company does not suffer any losses from variability in Brent as the main component of gas and energy delivery is a pass-through cost charged in full to the customer, that is Enemalta.
Capital structure – The company’s capital structure is financed through a mix of external bank debt and subordinated shareholders’ loans aiming for a gearing of 80%.
Comment: The actual gearing ration on 31 December 2019 was 93%.
Results and dividends – At 31 December 2019, the company reported accumulated losses of €70,545,349 (2018:€55,082,482) mainly related to the pre-operational and full implementation stage of the project.
Directors – Yorgen Fenech resigned on 12 November 2019, and Paul Apap Bologna was appointed on 12 November 2019. Two foreign directors resigned during the year and were replaced by another 2 foreign ones.
Comment: One questions why Paul Apap Bologna resigned just 8 months after he was appointed.
Independent auditor’s report – pages 6 to 11
Emphasis of matter – We draw attention to Note 28 to these financial statements that describes the manner in which the company addressed the allegations suggesting that there may have been corruption in relation to certain matters relevant to its business. The Company engaged an international legal firm to conduct a review of these allegations. The legal firm concluded that they have not substantiated any of these allegations involving Electrogas Malta Limited.
Material uncertainty remains as the review identified sources of information that it did not have access to together with public investigations that remain ongoing. The matter is considered to be of fundamental importance to the understanding of the financial statements due to its nature and significance. Our opinion is not modified in respect of this matter.
Comment: One must highlight, as stated above, that the international legal firm commissioned by the Company did not have access to some sources of information.
Statement of financial position – pages 12 -13
Total assets – These amount to €597,777,825 (2018: €586,377,452).
Total liabilities – These amount to €678,131,463 (2018: €646,689,761).
Net Deficit – €80,353,638, made up of:
Share capital – €1,000,000
Hedging reserve deficit – (€10,808,289)
Accumulated losses – (€70,545,349)
Loss for the year – This amounted to €15,462,867 as against a loss in 2018 of €32,099,563.
Comment: Unless the Directors present a cash flow forecast for at least five years, it is not possible to establish whether the company will make any profits or enough profits to finance its debt obligations.
The main assets of the company are the Property, Plant and Equipment showing in the financial statement position, at €439,861,511. These consist mainly of the written down value of the Floating storage unit (€99,232,497); Gas Plant (€141,968,894); and Electricity Generation Plant (€194,106,115). A total of (€435,618,156) is held as security against bank borrowings.
Comment: One must highlight that unless the company repays annually, at least an amount equivalent to the depreciation of its assets, its shareholders will either have to increase their share capital or contribute more subordinated loans.
The recoverable amount of the property, plant and equipment is determined based on value in use calculations and is assessed annually in view of the recurring losses incurred by the company.
The main liabilities of the company consist of bank borrowings amounting to €403,870,515 and sub-ordinated shareholders’ loans amounting to €112,896,760.
The funding package of €400,000,000 with the banks was secured on 21 December 2017 with a maturity of 17 years.
The shareholders’ loans were assigned to EGM Holding following the transfer of the company’s shares to this new intermediary company. The sub-ordinated loan carries interest at the rate of 6% per annum and is treated a quasi-equity for going concern purposes and risk management purposes. This on-balance sheet financial backing covers the reported net liability position of €80.4 million.
Revenue – page 30
2.16 – Management has identified its commitments as arising out of three main contracts signed between the company and Enemalta, its sole customer, namely the Implementation Agreement, the Power Purchase Agreement, and the Gas Supply Agreement, each for an agreed term of 18 years commencing April 2017.
The company has identified four performance obligations originating from the Contract with two performance obligations each originating from the Gas Supply Agreement and the Power Purchase Agreement arrangements. The four performance obligations identified are –
- Delivery of energy units,
- Stand-ready obligation to make available units of energy,
- Delivery of gas units, and
- Stand-ready obligation to make available units of gas.
Additionally, the company views that there are two principal elements in the Contract (i) to make available a fixed amount of energy and gas, and (ii) an agreement for Enemalta to take or pay for, a fixed amount of delivery.
Revenue – page 61
All the company’s revenue was derived from the supply of gas and electricity generated by the company’s facilities to Malta’s main electricity provider, Enemalta:
| 2019 | 2018 | |
| € | € | |
| Gas availability | 10,662,696 | 10,657,968 |
| Gas delivery | 26,861,007 | 25,235,338 |
| Electrical energy availability | 63,667,310 | 58,076,025 |
| Electrical energy delivery | 92,875,944 | 78,176,600 |
| 194,066,957 | 172,145,931 |
Capital risk management – page 44
The gearing ratios at 31 December 2019 and 2020 were 93% as against 90%, that is, a deterioration of 3%.
The gearing ratio is calculated by dividing the net borrowings (2019: €436,694,391) by total equity and net borrowings (2019: €436,694,391) plus total equity (€32,543,122). Result = €469,237,513. Total equity reflects the Subordinated shareholders loans (€112,896,760) and the accumulated losses/negative hedging reserves (€80,353,638) giving a positive balance of €32,543,122.
Comment: This means that on 31 December 2019, the company had only €32,543,122 of uncommitted funds to pay its debts plus the shareholders’ loans amounting to a total of €469,237,513.
The directors are of the opinion that these financing levels are sufficient to provide the adequate funding structure needed for the company to maintain the level of capital by reference to its financial obligations and commitments arising from capital and operational requirements.
Comment: Results seem to show otherwise. Do the shareholders intend to support the company further once they have already diluted the major part of their subordinated loans? And what about the emphasis of matter made by the auditors as regards going concern?
Trade and other receivables – page 54
Note 6 – Assets arising from costs to fulfill a contract amounting to €25,349,558 (2018: €27,010,615), include a charge made by Enemalta in 2014, in respect of various operational matters handled on behalf of the Company, including services rendered in respect of the grant of the development permit and other Government approvals required by the project.
Comment: One wonders what these services actually consisted of, particularly the charge in respect of the grant of the development permit.
Provision for losses under take-or-pay contract – note 22 page 66
The company made a provision of €2,493,953, as under the terms of the LNG sale and purchase agreement with SOCAR, the company has a take-or-pay commitment requiring the purchase of 14 million mmbtu per annum. By the end of the Fixed Price Period under the contract, the company is expected to be in a deficit position due to lower take-up than contractually agreed. Management consider that the main means of mitigation is through a sale on the LNG market below cost.
Commitments – note 25 page 69
LNG purchase commitments
The company has entered long-term contractual purchase commitments for the supply of specified minimum quantities of LNG over a period of ten years, which commenced in 2017. The contractual arrangement includes both purchases at fixed prices, as well as purchases whose purchase price is determined by reference to quoted market oil prices and currency rates at the time.
On the other hand, the company has entered into a long-term agreement with Enemalta for the latter to acquire all the power and gas supplied by the company. The terms of the agreement are such that all the company’s exposure to market prices flowing from the agreement with Socar Trading SA will be offset in the same period by cash received from the related sales transactions to Enemalta.
Any credit exposure to Enemalta is mitigated by means of a Security of Supply greement, entered with Government to honour Enemalta’ s contractual commitments. In such circumstances, the company would in turn be obliged to continue to supply power and gas to Government in line with the terms set out in the Power Purchase and Gas Supply Agreements entered into with Enemalta.
Comment: The ultimate loser is always government, that is the taxpayer. Any talk by government representatives that the government is not forking out any money is absolutely fake. The govenment seems to have given a blanket warrant to cover any losses incurred by any company involved in this highly suspicious Electrogas deal.
Governance – note 28 pages 74 – 75
With the appointment of three new Directors in 2019 it was decided to address the ongoing allegations which had been appearing in the press suggesting that there may have been corruption in relation to certain matters relevant to EGM’s business, namely the tender process leading to the award of the Project to the ElectroGas consortium, the supply of LNG to EGM, and the floating storage unit (FSU) supplied to EGM.
The Board determined to instruct an independent law firm of suitable experience and standing to conduct a legal review of these allegations. EGM engaged White & Case LLP, an international law firm with significant experience in both investigations of corruption and in LNG to power projects, to conduct the review. Forensic Risk Alliance (FRA) – a forensic accounting and data governance specialist – and Wood Mackenzie – an LNG and shipping specialist – were also engaged to support the review.
White & Case LLP were provided with access to the documents, data and employees of the company and its current shareholders. Representatives from Gasol, the former EGM Shareholder (which is now being liquidated), provided some limited responses, and by email only. The former EGM director from GEM was not available to participate.
Based on the information available, the review found the allegations of potential corruption involving EGM were not substantiated, and no adverse findings were noted about EGM, or about any current director or employee of EGM. White & Case LLP did not identify any evidence that the ElectroGas consortium benefitted from preferential treatment in the original tender process. As public investigations remain ongoing, there remains material uncertainty as further allegations/information may arise and consideration will be given to assess the impact on EGM, and those charged with the governance, as appropriate.
Comment: It would have been more appropriate to conduct the review before the other directors had resigned as they would have been better informed on the conduct of negotiations. Paul Apap Bologna should be more aware of the details of the review itself and the terms of reference agreed upon for the review. Although on Director – presumably Yorgen Fenech – was not available for the review, he surely should have spoken to the reviewing team as he was one of the key players in the deal. He is also central to the alleged corruption having been identified as the owner of 17 Black. One asks whether reviewers were aware of the existence of 17 Black. The appointment of experts by the company on serious issues concerning it is in itself against all norms of ethics and independence, written or unwritten.
One would have also expected Gasol, the key shareholder at the outset, to be involved unreservedly in the provision of information to reviewers. Given the suspect transfer of Gasol shares one would not be surprised that that this withdrawing shareholder provided limited information over email and not face-to-face.