Thames Water Utilities
Limited
Half year results for the six months
to 30 September 2024
10 December
2024
Chief Executive Officer, Chris Weston, said:
"In the last six months we've made solid progress
on the transformation and turnaround of Thames Water.
"After recognition from Ofwat with
an improved performance ranking, we have continued to improve
operational and underlying financial performance, with leakage at
an all-time low and investment remaining at high levels in the
first half of the year. After record rainfall and groundwater
levels in our region, pollutions and spills are unfortunately up;
however, we've been increasing pipe relining and cleaning, and the
landmark Thames Tideway Tunnel, now in its testing phase, is
already reducing overflows into the Tidal River Thames.
"At the same time, we've reached key
milestones in establishing a more stable financial platform,
agreeing a liquidity extension transaction proposal and progressing
our equity raise process. The next critical step is receiving an
investable Final Determination which is fundamental to our
future."
Financial performance
·
10% growth in underlying
revenue2 to £1.3 billion, reflecting an inflation linked increase in our charges for
water and wastewater services
·
Underlying
EBITDA2 of £715 million, up 14% reflecting higher
revenue and operating cost discipline
·
Underlying profit after tax of £187 million, an
increase of £46 million
·
Statutory loss after tax of £190 million includes
post tax exceptional costs of £427 million
and income related to Bazalgette Tunnel Limited
·
Capital expenditure of £1.0 billion
as we maintain high levels of investment in our
ageing assets and to improve network resilience
·
Underlying operating cash flow of £605 million, an
increase of £26 million.
Financial resilience
·
Committed liquidity of £1.5 billion3 as
at 30 September 2024; STID proposal approved in November,
supporting near-term liquidity by accessing reserved
cash
·
Launched Liquidity Extension Proposal
-
Up to £3.0 billion new super senior facility, the
first £1.5 billion of which is backstopped by creditors
-
Two-year extension of all debt maturities,
deferring £3.2 billion of maturities currently due by January
2027
-
More than 75% of Class A creditors signed up to
Transaction Support Agreement ahead of a convening hearing on 17
December 2024
·
Next phase of equity raise process
launched
·
Julian Gething appointed as Chief Restructuring
Officer
Operational and environmental
performance
·
23% reduction in lost-time injuries (HY25: 20:
HY24: 26)
·
19% reduction in total complaints (HY25: 31,600:
HY24: 38,900)
·
1.86 Compliance Risk Index[1] (HY24: 1.19)
·
4% reduction in leakage (HY25: 536.5 Ml/d (annual
average): HY24: 557.1 Ml/d)
·
3 minutes 42 seconds in supply interruptions
(HY24: 2 minutes 52 seconds)
·
Record rainfall leads to 40% increase in total
pollutions (category 1-3) (HY25: 359: HY24: 257)
·
Improvement to 'average' in Ofwat's annual
performance ranking
Sustainability highlights
·
The Thames Tideway Tunnel and Lee Tunnel
collectively captured 589 million litres of sewage in a single
24-hour period, as new super sewer enters testing phase
·
£67 million in total financial help for customers
in vulnerable circumstances
Key financials
Period ended
|
|
30 September
2024
|
|
30
September 2023
|
|
£m
|
Underlying
|
Exceptional
items5
|
BTL1
|
Total
|
Underlying
|
Exceptional items5
|
BTL1
|
Total
|
Total
Movement
|
Revenue
|
1,326.2
|
-
|
66.8
|
1,393.0
|
1,210.9
|
-
|
58.8
|
1,269.7
|
+10%
|
EBITDA
|
715.1
|
(143.5)
|
66.5
|
638.1
|
627.1
|
(17.8)
|
58.5
|
667.8
|
(4%)
|
Profit / (loss) after tax
|
187.3
|
(426.8)
|
49.8
|
(189.7)
|
141.7
|
(13.3)
|
43.9
|
172.3
|
(210%)
|
Capital investment 3
|
1,033.3
|
-
|
-
|
1,033.3
|
1,049.0
|
-
|
-
|
1,049.0
|
(1%)
|
Operating cash flow
|
604.6
|
-
|
5.4
|
610.0
|
579.1
|
-
|
4.9
|
584.0
|
+4%
|
|
Free
cash flow6
|
(436.9)
|
-
|
5.4
|
(431.5)
|
(388.9)
|
-
|
4.9
|
(384.0)
|
(12%)
|
|
Net
debt (statutory)
|
15,798.1
|
-
|
-
|
15,798.1
|
14,738.7
|
-
|
-
|
14,738.7
|
+7%
|
Senior gearing 4
|
84.2%
|
|
|
|
79.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1
Refer to page 37 for information about the
Bazalgette Tunnel Limited ("BTL") arrangement
2
Operating profit includes revenue and other
operating income, offset by operating expenses
3
Capital expenditure including
intangibles
4
Ratio of covenant senior net debt to Regulatory
Capital Value ("RCV")
5 Exceptional items are those charges or credits, and
their associated tax effects, that are considered to be outside of
the ordinary course of business by the Directors, either by nature
or by scale. Exceptional items have been split out from our
underlying figures to support users of the financial statements to
understand underlying performance of the business and separate this
from those items which are outside of the ordinary course of
business, thus enhancing the comparability and transparency of the
financial statements
6
Net cash generated by operating activities less
cash flows used for capital expenditure
For further information
Investors and
analysts
Head of Investor Relations: Sarah Davies -
debt.investorrelations@thameswater.co.uk
Media
Head of Media Relations: Suvra Jans - suvra.jans@thameswater.co.uk
Operational update
Our essential services
It has continued to be an incredibly
busy time for the business as we navigate the right pathway forward
for our customers, communities, stakeholders and the environment.
Throughout this challenging period for the business, our 8,000
strong team has maintained focus on what matters most to our
customers and the environment, working tirelessly to make
improvements and deliver our essential services to 16 million
customers across London, the Thames Valley and the Home
Counties.
Navigating the path
forward
Over the last six months, we've
continued to invest heavily in our network, moved forward in our
turnaround to support the delivery of our PR24 plan, and made solid
progress to improve our financial resilience.
On 25 October 2024, we announced our
proposed transaction to extend the Group's liquidity runway.
This includes up to £3.0 billion of new money, debt extensions and
access to cash reserves. With the support of our creditors,
this will allow us to progress our equity raise process and a
holistic recapitalisation transaction. It will also allow us to
complete the Final Determination process, including a Competition
and Markets Authority ("CMA") appeal if necessary, and deliver our
ambitious PR24 plan for the benefit of our customers and the
environment.
This Liquidity Extension Transaction
and related Security Trustee Intercreditor Deed (STID) Proposals
will extend the Group's liquidity to October 2025, with the ability
to extend further to May 2026 if the Board appeals the final
determination to the CMA.
Since this announcement, we've
continued to work closely with our creditors, confirming on 13
November 2024 that more than 75% of Class A creditors had signed up
to the Transaction Support Agreement. On 18 November 2024 we also
announced the approval of our STID proposal, to address near-term
liquidity requirements. The next key milestone for our Liquidity
Extension Transaction is the Convening Hearing of our restructuring
plan proposal on 17 December 2024. In tandem, we launched our
equity process in October 2024 after an extensive pre-marketing
process.
We will continue to issue updates on
both our creditor and equity engagement processes as
appropriate.
The next critical step in enabling
our ambitious PR24 business plan, improving operational performance
and increasing financial resilience is securing an affordable,
deliverable, financeable and investible PR24 final determination
from Ofwat on 19 December 2024.
Our response to our Draft
Determination
In October 2023, and the subsequent
update in April 2024, we submitted a business plan to deliver
record investment to turn around performance for customers,
communities and the environment in AMP8. This ambitious plan
delivers what our customers have told us are their top priorities:
maintain safe high quality drinking water; ensure security of water
supplies across London and the Thames Valley now and in the future;
and deliver further environmental improvements. It also promised to
do more than ever to support customers by introducing an improved
social tariff for those who struggle to pay their bills. However,
in July 2024 we received a draft determination from Ofwat that both
our own and independent analysis shows would be neither
financeable, nor investible, nor deliverable.
We listened carefully to Ofwat's
feedback and responded constructively, updating our plan in August
2024 to reflect stretching goals, while offering changes that would
give us the opportunity to secure the necessary funding so that our
plan can be delivered for our customers and the
environment.
We need to significantly increase
investment in our ageing infrastructure to deliver our ambitious
objectives and, in our response to our draft determination, we put
forward total expenditure of £23.7 billion. The increase
compared to our previous business plan submissions reflects updated
requirements since those submissions, and increased evidence to
support the true costs relating to capital maintenance, as well as
our Strategic Resource Options. These are infrastructure solutions
to reduce water wastage and develop new water supply and storage
resources, including a new reservoir for the South East and a new
water recycling project for London. Together, they form part of our
Water Resources Management Plan, which received Government approval
in October 2024.
Our transformation
Since joining in January 2024, our
CEO Chris Weston has been making changes to transform Thames Water.
These changes recognise that we are a critical infrastructure
business and resulted in a new operating model being launched
combining our asset management, operations, and capital delivery
divisions. This enables a more cohesive, coordinated, and effective
operation focused on optimising value at each step of the asset
lifecycle. Led by Esther Sharples in the new role of Chief
Operating Officer, the team's structure is pivoting to align with
the water and wastewater regulatory price controls, giving senior
directors accountability for all spend and outcomes aligned with
their respective price control.
This supports 'delivering within our
means', another building block of our transformation, that will end
the unsustainable cycle of overspending our regulatory allowances
that has been prevalent in recent AMPs. To achieve this change by
2030 and support the new operating model, Chis has also put in
place enhanced governance practices to increase oversight of
business performance.
Together these strategic building
blocks will underpin the delivery of Thames Water's transformation,
turnaround plan and our PR24 business plan.
Operational performance
Our turnaround plan is specifically
targeted on driving improvement in areas which matter most to our
customers and the environment. Health and safety is our number one
priority, followed by six further operational priorities: water
quality; leakage; supply interruptions; pollutions; complaints; and
bad debt.
We've made solid progress during the
first half of the year, with year-on-year improvements in lost time
injuries, leakage and customer complaints. And, for the first time
this regulatory period, we moved up a performance rating in Ofwat's
FY24 report on performance across the industry, which is testament
to the hard work of our teams in turning around performance in
critical areas. Notwithstanding the progress we've made over the
last year, there's still a lot to do. In particular we need to do
more to drive down the number of pollutions and make faster
progress on the delivery of key environmental enhancement
schemes.
The health, safety and wellbeing of our
people and our customers is our greatest priority. At the end of
the first half of the year, we recorded a 23% reduction in lost
time injuries year-on-year and a 5% reduction in lost time illness.
Our improved performance has been supported by targeted
communication to highlight key risks leading up to and through risk
periods; upskilling managers in how to support colleagues with
their mental health; and increasing the visibility of senior
management. We've also rectified manufacturing issues that were
causing small and contained gas leaks, and we have increased
'safety critical' competencies on the front line. Insight from our first safety culture survey, completed in
June 2024, along with an internal review and business-wide feedback
has enabled the completion of a full health, safety and wellbeing
strategy review to create our improvement plan.
Our key metric for water quality,
called the compliance risk
index (CRI), is a calendar year measure. CRI is susceptible
to very small changes in risk at our large water treatment works
and, while still a significant improvement on our September 2023
result, CRI went up to 1.86 during the first six months (HY24:
1.19) due to a number of microbiological sample failures. We
continue to deliver our Public Health Transformation Plan and, in
the last six months, have made significant progress on improving
our competency through targeted training, coaching and assessment.
Our detailed risk assessments, called 'enhanced hazard reviews' at
our water treatment works and tank inspection programmes have
helped us continue to adapt our plans to mitigate the root causes
of failure. We've completed major work at Hampton and Coppermills,
our large water treatment works in London, with further investment
planned at both sites, as well as Ashford, to increase their
resilience.
Our supply interruptions performance
commitment measures the average time customers don't have water for
three or more hours. Our supply interruptions performance for the
first half of the year was 3 minutes and 42 seconds, with three
large incidents accounting for 1 minute and 4 seconds of supply
interruptions, in Oxford, Royal Wootton Bassett and Eltham in South
East London. Although we do not expect to meet our year-end
regulatory target of five minutes, we are still on track to improve
performance by the end of this financial year compared with last.
As part of our turnaround, we are focused on prioritising
maintaining water supply ahead of asset repair, increasing the
speed and effectiveness of our response to incidents and reducing
the number of trunk main bursts, which are the 'motorways' of our
water network.
To increase our resilience to
weather and the increasing effects of climate change, our
wastewater assets require significant investment. February and
September of 2024 were the wettest on record according to the
Environment Agency, which had an impact on our pollution
incidents. Total
pollutions (category 1-3) increased from 257 at September
2023 to 359 at September 2024 (figures subject to Environment
Agency review.) Despite the impact of storm conditions and
prolonged high groundwater levels, the number of pollutions from
our network remained stable, with the deterioration in our
performance predominantly due to pollutions from our sewage
treatment works. Although it's been a challenging first half of the
year, we're making progress in our turnaround initiatives which
will, in turn, support improved performance. We reduced blockages
by 7% compared with last year, by cleaning and jetting more pipes
on our network before issues arose. We also proactively relined
6.4km of pipes across 222 locations in the first half of the year,
28% above our target of 5km. Heading into the second half of the
year, we're focused on mitigating the thirteen highest pollution
risks at our sewage treatment works and increasing our sites'
resilience to power outages by installing more generators and
enabling auto-resets.
2024 saw the wettest Spring since
1986, according to the Met Office, with over 30 cm of rain in
England. Rain or groundwater getting into our sewers is often the
main cause of storm overflows, known as spills. In some areas, our
system has been designed to operate in this way, though the
circumstances of a spill may or may not be permitted. Spills are
measured on a calendar-year basis and rose to 17,564 between
January and September 2024, compared with 12,428 in the same period
the previous year.
With building now complete, testing
of the Thames Tideway Tunnel has begun and we will begin to operate
the system as part of our London wastewater network in 2025. When
the tunnel reaches full operating capacity next year, it will be
critical not just to improving our network's resilience to
rainfall, but improving the health of the
River Thames throughout the next century. We are delighted
that the first Thames Tideway Tunnel
connections have now been switched on and, in combination with the
Thames Water Lee Tunnel, the tunnel network collectively captured
589,000 cubic metres of sewage in a single 24-hour period. The
Thames Tideway Tunnel, combined with the Lee Tunnel and previous
upgrades to sewage treatment works, will
capture 95 per cent of the volume of untreated sewage currently
entering the tidal Thames in a typical year
Our annual average leakage position at the end of
September 2024 was 536.5 Ml/d (subject to water balance
reconciliation). This performance represents a 4% reduction
compared to the same time last year and leakage continued to be at
the lowest ever level on our network. Notwithstanding this, after
seeing an increase in leaks in August and September, we're behind
where we aimed to be at this time of the year. We continue to focus on improving leak detection, reducing
outstanding repairs and speeding up the fixes of some of our
largest leaks, driving our four-pronged strategy of 'prevent, mend,
locate and aware'. The strategy includes increasing oversight of
leakage detection, introducing new technology and processes, and
collaborating more effectively across delivery streams. In the
Thames Valley, we have increased leakage detection resources by 26%
and have successfully achieved our long-term target of reducing
leakage jobs (visible and invisible) to less than 1,000, down from
6,500 in April 2023.
We performed well in total complaints during the first half
of the financial year, with a 19% reduction
year-on-year. Our focus on getting things right first time has had
a positive impact on our performance. The
setup of escalation teams within our Billing and Operational
departments has led to us resolving 94% of
escalated customer calls the first time a customer contacts
us, significantly contributing to the
reduction in complaints. We've also
improved our communication with customers, particularly during
incidents.
Looking ahead
We welcome the Government's new,
independent commission into the sector and its regulation, led by
Sir Jon Cunliffe. It will consider the fundamental changes required
to enable the sector to meet public expectations and tackle the
twin challenges of climate change and population growth and we look
forward to playing an active role in supporting the Commission's
work.
As well as on the sector as a whole,
there will likely continue to be intense focus on Thames Water as
we receive and consider our Final Determination, extend our
liquidity and continue our equity raise process. And we look
forward to engaging with all our stakeholders as we seek to
stabilise the business and move forward with our transformation to
deliver improved outcomes for customers and the
environment.
Our financial review
Alastair Cochran
Underlying financial performance has
continued to improve with increases in revenue, profit and
operating cash flow in the first six months of the 2024/25
financial year, and we have maintained high levels of investment in
our infrastructure for the benefit of customers and the
environment.
We've also reached critical
milestones in improving our financial resilience, a key financial
priority in the near term. In October we announced our
proposed transaction to extend the Group's liquidity runway by
agreeing terms to defer debt maturities by two years, secure a new
super senior debt facility backstopped by creditors, and suspend
financial covenants if approved by creditors and the Court.
In addition, creditors approved the Group accessing cash reserves
in November to extend near term liquidity. This £6.5 billion
package of new liquidity and maturity deferrals will allow us to
continue to progress our equity raise process and a holistic
recapitalisation transaction post the conclusion of the PR24 price
review.
Income statement
Period ended
|
|
30 September
2024
|
|
30
September 2023
|
£m
|
Underlying
|
Exceptional
items1
|
BTL2
|
Total
|
Underlying
|
Exceptional items1
|
BTL2
|
Total
|
Revenue
|
1,326.2
|
-
|
66.8
|
1,393.0
|
1,210.9
|
-
|
58.8
|
1,269.7
|
|
Operating profit
|
329.1
|
(143.5)
|
66.5
|
252.1
|
245.4
|
(17.8)
|
58.5
|
286.1
|
|
EBITDA
|
715.1
|
(143.5)
|
66.5
|
638.1
|
627.1
|
(17.8)
|
58.5
|
667.8
|
|
Net finance
expense
|
(194.8)
|
(11.1)
|
-
|
(205.9)
|
(208.7)
|
-
|
-
|
(208.7)
|
|
Net gain on financial
instruments
|
115.3
|
-
|
-
|
115.3
|
169.0
|
-
|
-
|
169.0
|
|
Net impairment losses
|
-
|
(310.9)
|
-
|
(310.9)
|
-
|
-
|
-
|
-
|
|
Profit / (loss) before tax
|
249.6
|
(465.5)
|
66.5
|
(149.4)
|
205.7
|
(17.8)
|
58.5
|
246.4
|
|
Taxation
|
(62.3)
|
38.7
|
(16.7)
|
(40.3)
|
(64.0)
|
4.5
|
(14.6)
|
(74.1)
|
|
Profit / (loss) after
tax
|
187.3
|
(426.8)
|
49.8
|
(189.7)
|
141.7
|
(13.3)
|
43.9
|
172.3
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1
Exceptional items are those charges or credits,
and their associated tax effects, that are considered to be outside
of the ordinary course of business by the Directors, either by
nature or by scale. Exceptional items have been split out from our
underlying figures to support users of the financial statements to
understand underlying performance of the business and separate this
from those items which are outside of the ordinary course of
business, thus enhancing the comparability and transparency of the
financial statements
2
Our financial statements include the amounts
billed in relation to the construction of the Thames Tideway
Tunnel, which are passed to Bazalgette Tunnel Limited ("BTL"), the
independent company responsible for the construction of the tunnel.
As this money is not retained by us, we exclude it from our
underlying results
Revenue
Underlying revenue for the six
months ended 30 September 2024 increased by 10% to £1,326 million
largely reflecting the increase in our charges for water and
wastewater services. Including BTL, total revenue increased by £123
million in the first half to £1,393 million.
Appointed revenue generated from our
regulated activities was £1,332 million in the first six months of
the financial year, an increase of £110 million. Household and
non-household revenue grew by 10% and 6% respectively, reflecting
growth in both tariffs and consumption. Other appointed revenue
grew by 16% year-on-year, driven by bulk supplies.
Non-appointed revenue grew by 18% to
£14 million.
EBITDA
Underlying EBITDA increased by 14%
to £715 million largely reflecting higher revenue and other
operating income, as well operating cost discipline.
Underlying operating costs increased
by £40 million or 4% year-on-year. Higher employment costs,
business rates and insurance were largely offset by declines in
power and other costs reflecting cost control measures to mitigate
the impact of inflation in our core cost base.
Bad debt charges reduced by 8% to
£44 million, equivalent to 3.9% of total household appointed
revenue (HY24: 4.6%). Of this, £19 million (HY24: £22 million)
related to current year bills, which is a deduction to revenue. We
are continuing to work diligently to improve bad debt performance
and support our financially vulnerable customers who cannot afford
to pay their bill in full, with 377,000 households benefiting from
our social tariffs at the end of the first half.
Other operating income increased by
£8 million year-on-year despite a reduction in land sales, driven
primarily by compensation for the relocation of the Guildford
Sewage Treatment Works and income received to progress our
strategic water options.
Total EBITDA decreased by £30
million to £638 million in the first half of 2024/25 and included
BTL revenue and exceptional items recognised in relation to our
restructuring and transformation plans, as well as a provision
related to Ofwat's investigation into non-compliance of our sewage
treatment works.
Operating profit
Growth in underlying EBITDA,
combined with a £4 million increase in depreciation, amortisation
and impairment as we continued to invest in our infrastructure,
generated a 34% increase in underlying operating profit to £329
million.
Total operating profit decreased by
£34 million to £252 million, reflecting the impact of exceptional
items and BTL revenue in the period.
Profit / loss before tax
Underlying profit before tax of £250
million increased by 21% year-on-year, reflecting the increase in
operating profit and a reduction in net finance expense, partially
offset by a decrease in fair value gains on financial instruments
in the period.
Underlying net finance expense
decreased by 7% to £195 million largely reflecting lower accretion
on borrowings and capitalised borrowing costs, largely offset by
higher net interest.
In the first half, changes in
expectations for interest rates and inflation, higher credit
spreads and the appreciation of Sterling generated changes in the
balance sheet value of financial instruments that Thames Water uses
to hedge financing risk, which resulted in a £54 million decrease
in net gains on financial instruments to £115 million.
The total loss before tax for the
year was £149 million, a decrease of £396 million compared to the
prior period. This includes the impact of higher exceptional items
in the period, including an expected credit loss of £311 million on
the intercompany loan receivable from Thames Water Utilities
Holdings Limited recognised in accordance with IFRS 9.
Taxation
The Group recognised an underlying
tax charge of £62 million in the period, comprising a current tax
charge of £53 million and a deferred tax charge of £9 million. The
current year tax charge reflected disallowable costs net of
non-taxable income. The deferred tax charge largely related to
timing differences on derivatives.
Profit / loss after tax
Underlying profit after tax was £187
million in the period, 32% year-on-year increase.
The reported total loss after tax
for the six months ended 30 September 2024 was £190 million, a
decrease of £362 million compared to the prior period reflecting
the impact of exceptional items and BTL revenue in the
period.
Exceptional items
In aggregate, the Group recognised
pre-tax exceptional items of £466 million in the six months ended
30 September 2024, comprising:
·
a £104 million provision related to Ofwat's
investigation into non-compliance at sewage treatment
works
·
£40 million of restructuring and transformation
expenditure
·
£11 million of expenditure related to engagement
with creditors
·
an expected credit loss of £311 million on the
Company's intercompany receivable from its immediate parent, Thames
Water Utilities Holdings Limited
Post-tax exceptional items
recognised in the period totalled £427 million (HY24: £13
million).
Capital investment
During the first half of the year,
the Group invested £1,033 million in its infrastructure including
capitalised borrowing costs, maintaining high levels of investment
to increase resilience in our network and help mitigate the dual
impacts of climate change and population growth.
Capital expenditure in the first six
months included: £349 million invested through our in-house Capital
Delivery vehicle on major programmes including water distribution
mains replacement and rehabilitation, and the installation of new
water trunk mains in London and the Thames Valley; £102 million
invested in our water network to reduce leakage and improve our
trunk main network; £84 million invested in large projects,
including upgrading our major sewage treatment works at Beckton,
Mogden, Greenwich and Crossness; £17 million invested to connect
our network to the Thames Tideway Tunnel; and £36 million invested
in our metering programme. We also continued to progress our
Strategic Resourcing Options, including the Abingdon Reservoir, in
line with our strategic priority to ensure the supply of safe,
high-quality water for generations to come.
Pensions
As at 30 September 2024, the total
net IAS19 accounting pension deficit for the Group's two
independently administered defined benefit schemes, the Thames
Water Pension Scheme ("TWPS") and Thames Water Mirror Image Pension
Scheme ("TWMIPS"), was £86 million. The £33 million year-on-year
decrease in the six-month period was due to actuarial gains, as
well as £21 million of Company contributions.
The triennial valuations at 31 March
2022 for TWMIPS and TWPS were agreed in March 2024 and August 2024
respectively. As part of the triennial valuations, a recovery plan
was agreed with the trustees aimed at reducing the deficit to zero
by 2029 by making regular contributions and deficit repair
payments. A first payment of £20 million was made in August
2024.
Cash flow statement
Period ended
|
|
|
30 September 2024
|
30
September 2023
|
£m
|
Underlying
|
BTL
|
Total
|
Underlying
|
BTL
|
Total
|
Operating cash flow
|
604.6
|
5.4
|
610.0
|
579.1
|
4.9
|
584.0
|
Cash capex
|
(1,041.5)
|
-
|
(1,041.5)
|
(968.0)
|
-
|
(968.0)
|
Free cash flow
|
(436.9)
|
5.4
|
(431.5)
|
(388.9)
|
4.9
|
(384.0)
|
Net interest paid
|
(122.6)
|
-
|
(122.6)
|
(81.0)
|
-
|
(81.0)
|
Cash inflow/(outflow) from financing
activities excluding interest paid
|
518.1
|
-
|
518.1
|
(476.3)
|
-
|
(476.3)
|
Net cash (outflow) /
inflow
|
(41.4)
|
5.4
|
(36.0)
|
(946.2)
|
4.9
|
(941.3)
|
|
|
|
|
|
|
|
Gross debt
|
-
|
-
|
(16,916.6)
|
-
|
-
|
(15,633.7)
|
Cash and cash equivalents
|
-
|
-
|
1,118.5
|
-
|
-
|
895.0
|
Closing net debt
|
-
|
-
|
(15,798.1)
|
-
|
-
|
(14,738.7)
|
|
|
|
|
|
|
|
| |
Underlying operating cash flow
increased by £26 million to £605 million due to higher EBITDA and a
reduction in working capital. This partly funded the Group's
capital investment programme and interest payments, with the
balance being funded by debt draw downs and cash.
Net interest paid of £123 million in
the first six months of the year (excluding capitalised interest)
represents a £42 million period-on-period increase, mainly due to
the impact of debt drawn at higher rates of interest, partially
offset by an increase in interest received on swaps, money market
funds and short-term investments.
These resulted in an underlying net
cash outflow of £41 million in the year and a total net cash
outflow of £36 million. Total cash and cash equivalents held
at 30 September 2024 was £1,119 million.
Gearing and interest
cover
The net cash outflow for the first
half, together with non-cash changes to the carrying value of
borrowings and leases (consisting of accrued interest and debt
accretion), increased statutory net debt to £15,798 million,
representing an increase of £551 million since the year ended 31
March 2024 and a £1,059 million increase since the comparative
period ended 30 September 2023. Net debt on a covenant basis was
£16,997 million as at 30 September 2024.
The increase in net debt was
accompanied by a £249 million increase in Regulatory Capital Value
to £20,196 million as at 30 September 2024. This resulted in senior
gearing increasing to 84.2%, below the covenant event of default
threshold of 95.0%.
Under the terms of the Common Terms
Agreement and as disclosed in the compliance certificate submitted
to the Security Trustee in July 2024, Thames Water is forecasting
non-compliance with certain forecast ratios for gearing and
interest cover with Trigger Event thresholds. Class A gearing
exceeds the Trigger Event threshold as at 30 September 2024. This
places restrictions on the Group's ability to incur debt, pay
dividends, and make payments to associated companies, and required
Thames Water to prepare a remedial plan for our lenders.
Subsequently, we announced our
proposed transaction in October 2024 to extend the Group's
liquidity runway by agreeing terms to defer debt maturities by two
years, secure a backstopped new super senior debt facility with
capacity to increase it further, and suspend financial covenants
once the transaction is approved by creditor and the Court, and we
have gained access to cash reserves. This package of measures
will allow us to continue to progress our equity raise process and
a holistic recapitalisation transaction to improve financial
resilience post conclusion of the PR24 price review.
Credit ratings
Long
term rating
|
Corporate Family
|
Class A
|
Class B
|
Moody's
|
Caa1 (negative outlook)
|
Caa1 (negative outlook)
|
C (negative outlook)
|
S&P
|
-
|
CC (negative outlook)
|
C (negative outlook)
|
Ratings as at date of
publication
In April 2024, Moody's downgraded
the Corporate Family Rating to Baa3, the Class A debt rating to
Baa2 and the Class B debt rating to Ba3 (all with negative
outlook), and S&P downgraded the Class A debt rating to BBB-
and the Class B debt rating to BB (both with negative
outlook). As a result of these rating downgrades, the Group
is operating in a licence cash lock-up, which restricts certain
payments to associated companies, including dividends, without the
prior approval of Ofwat.
In July 2024, S&P put the
Group's ratings on CreditWatch negative following publication of
our 2023/24 annual results. Later in the month, Moody's downgraded
the Corporate Family Rating to Ba2, the Class A debt rating to Ba1
and the Class B debt rating to B3 (all with negative outlook), and
S&P downgraded the Class A debt rating to BB and the Class B
debt rating to B (both with negative outlook). As a result of
these downgrades, the Company is no longer in compliance with the
requirements of its Instrument of Appointment to maintain, at all
times, two investment grade Ratings from two different Credit
Rating Agencies. In response, Ofwat accepted undertakings put
forward by Thames Water, which required the Company to appoint both
an independent Monitor, L.E.K., to report on the Company's progress
delivering its transformation plan and completing an equity raise,
as well as two new independent non-executive director board
appointments, Aidan de Brunner and Neil Robson, to assist in an
equity process and recapitalisation transaction. These commitments
will remain in place until the Group regains two investment grade
credit ratings.
In September 2024, Moody's
downgraded TWUL's corporate family rating from Ba2 (negative
outlook) to Caa1 (negative outlook), in response to the Company's
liquidity and process update, and S&P lowered its ratings on
TWUF's class A debt to CCC+ (negative outlook) from BB previously
and class B debt to CCC- (negative outlook) from B
previously. In October 2024, S&P downgraded their Class A
rating to CC with negative outlook and their Class B rating to C
with negative outlook.
The Group aims to secure a PR24
regulatory determination that is affordable, deliverable and
financeable. Accordingly, our PR24 business plan submitted to Ofwat
targets credit ratios consistent with long-term investment grade
credit ratings of Baa1/ BBB+.
Financing investment
We finance investment in our water,
wastewater and digital infrastructure through a combination of
operating cash flows, debt issuance and new equity. Our funding
strategy focuses on diversifying sources of finance, pre-funding
maturities and maintaining a balanced debt maturity profile.
In the first half of the year, we repaid or drew down on the
following facilities:
·
£371 million of Class B Revolving Credit
Facilities were repaid in April 2024
·
a total of £17 million amortising debt was repaid
in April and May 2024
·
a £125 million Class A loan was repaid in May
2024
·
£1,091 million of Class A Revolving Credit
Facilities and a £80 million Class A loan facility were drawn in
May and June 2024
·
£120 million of Class A Revolving Credit
Facilities were repaid in August 2024
In addition, after the period end,
we rolled a total of £2,441 million of Class A Revolving Credit
Facilities and we secured the consent of bond holders to access
cash previously reserved under our financing
arrangements.
Total borrowings including accrued
interest and lease liabilities increased by £388 million to £16,917
million as at 30 September 2024. Of this, £16,587 million comprised
secured bank loans and private placements, and bonds.
In January 2020, the International
Accounting Standards Board (IASB) issued amendments to IAS 1
Classification of Liabilities as Current or Non-current (the 2020
Amendments). In October 2022, the IASB issued further amendments to
IAS 1 Non-current liabilities with Covenants (the 2022 Amendments).
These amendments have been applied retrospectively at the date of
transition (1 April 2024) and therefore the Group's "as previously
stated" results have been restated.
Cost of interest
Overall, the Group's effective cost
of interest including accretion on index-linked debt was 5.7%; the
effective cash cost of interest was 2.7%.
After the period end, we settled
£132 million of accretion on index-linked swaps when falling
due.
Liquidity
As at 30 September 2024, the Group
had total liquidity of £1,538 million, comprising available cash of
£1,121 million and undrawn committed revolving credit
facilities1 of £417 million. This excludes £550 million
of undrawn Debt Service Reserve and Operation and Maintenance
Reserve liquidity facilities, which can only be drawn in limited
circumstances. Available cash means the cash and cash equivalents
which are in bank accounts, money market funds or short-term
investments under the control of the Group.
As at 30 November 2024, the Group
had total liquidity of £1,327 million, comprising available cash of
£910 million and undrawn committed facilities[2] of £417 million. The Board has
previously announced its intention to seek sufficient equity
investment to finance operations for the period ended 31 March
2030. We completed an extensive pre-marketing process in
September 2024 and launched the first phase of formal marketing in
October 2024. In addition, we announced a proposed
transaction at the end of October 2024 to extend the Group's
liquidity runway by agreeing terms to defer debt maturities by two
years, secure a new £3.0 billion super senior debt facility of
which £1.5 billion is backstopped by creditors, and suspend
financial covenants if approved by creditors and the Court. We also
gained access to cash reserves. This £6.5 billion package of new
liquidity and maturity deferrals will allow us to progress our
equity raise process and a holistic recapitalisation
transaction. It will also allow us to complete the Final
Determination process, including a CMA appeal if necessary, and
deliver our ambitious PR24 plan for the benefit of our customers
and the environment.
Overall, this Liquidity Extension
Transaction and related Security Trustee Intercreditor Deed
approval will extend the Group's liquidity to October 2025, with
the ability to extend further to May 2026 if the Board appeals the
final determination to the Competition and Markets
Authority.
Going concern
The Directors believe that it is
reasonable to assume that actions can be taken such that the
Company and Group have adequate resources, for a period of 12
months from the date of approval of these financial statements, to
continue operations and discharge their obligations as they fall
due.
However, there exists a material
uncertainty which may cast significant doubt on the Group and
Company's ability to continue as a going concern in relation to the
preparation of the financial statements given the Company and Group
do not have sufficient committed liquidity to meet their
liabilities as they fall due for a period of at least 12 months
from the approval of the financial statements.
The ability of the Group and Company
to extend the liquidity runway is not wholly within their control
and is dependent on the implementation of a Liquidity Extension
Transaction. The implementation of the Liquidity Extension
Transaction, and the subsequent securing of additional funding via
a creditor led solution and / or equity, is dependent upon a number
of matters which, individually and collectively, are outside of the
Company's control; these are due to commence shortly after the
approval of these interim financial statements. The convening
hearing date for the Restructuring Plan is scheduled for 17
December 2024 and, without a Restructuring Plan approved by the
court (expected to be effective at 31 January 2025), the liquidity
runway ends during March 2025. The Liquidity Extension Transaction
is intended to allow the Group to progress its current equity raise
process and support a holistic recapitalisation
transaction.
Dividends
During the six-month period ended 30
September 2024, no dividends were paid to Thames Water Utilities
Holdings Limited, our immediate parent company. No distributions
were made to external shareholders of the group, who own shares in
our ultimate parent company, Kemble Water Holdings
Limited.