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Wilh. Wilhelmsen ASA

Quarterly Report May 4, 2022

3790_rns_2022-05-04_6e51dcee-ffc7-42e1-b784-9f541fd57d06.pdf

Quarterly Report

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WILH. WILHELMSEN HOLDING ASA

First quarter 2022

Highlights for the quarter

Wilhelmsen delivered improved EBITDA and a strong contribution from associates and financial assets in the first quarter, resulting in a net profit of USD 159 million for the quarter. Net profit to equity holders of the company was USD 133 million, equal to USD 2.97 EPS.

USD 44 million in EBITDA.

  • Improved underlying earnings.
  • Step-up gain from increased ownership in Vikan Næringspark Invest AS.
  • Provisions related to a fraud case and potential losses related to the Russian invasion of Ukraine.

USD 64 million share of profit from joint ventures and associates.

• Continued strong contribution from Wallenius Wilhelmsen.

USD 74 million in net financial items.

• Increased value of shareholding in Hyundai Glovis.

Significant investments:

  • NorSea Group increased its ownership in Vikan Næringspark Invest AS from 50% to 100%.
  • Wilhelmsen New Energy acquired a 21% shareholding in Reach Subsea ASA.

Post quarter event

The annual general meeting on 27 April approved the board proposal for a first dividend of NOK 4.00 per share and authorised the board to declare a second dividend of up to NOK 3.00 per share.

Key figures

Financial performance

USD million Q-on-Q Y-o-Y
Q1'22 Q4'21 Change Q1'21 Change
Total income 241 233 3% 201 20%
of which operating revenue 232 228 2% 203 14%
of which other gain/(loss) 9 5 (2)
EBITDA 44 31 40% 31 41%
Operating profit/EBIT 27 14 91% 14 92%
Share of profit/(loss) from JVs and associates 64 63 1% 5 >500%
Financial items 74 (4) (0)
of which change in fair value financial assets 70 1 (9)
of which other financial income/(expenses) 4 (4) 9
Profit/(loss) before tax/EBT 165 73 124% 19 >500%
Tax income/(expenses) (5) (6) (2)
Profit/(loss) for the period 159 67 137% 16 >500%
Profit/(loss) to equity holders of the company 133 67 99% 16 >500%
EPS (USD) 2.97 1.46 103% 0.35 >500%
Other comprehensive income 10 (4) (8)
Total comprehensive income 169 63 169% 8 >500%
Total comp. income equity holder of the company 142 64 120% 8 >500%
Total assets 3,703 3,448 7% 3,502 6%
Shareholders' equity 2,150 2,009 7% 2,016 7%
Total equity 2,393 2,230 7% 2,268 6%
Equity ratio 65% 65% 0% 65% 0%

Group result

Total income for the Wilh. Wilhelmsen Holding ASA group (referred to as Wilhelmsen or group) was USD 241 million in the first quarter of 2022, up 20% from the corresponding period last year and up 3% from the previous quarter. The positive trend with year-over-year growth in operating revenue continued.

EBITDA was USD 44 million, up 41% from one year earlier and up 40% from the previous quarter. EBITDA was lifted by improved underlying earnings in both Maritime Services and New Energy and a step-up gain from the increased investment in Vikan Næringspark, partly offset by provisions related to a fraud case and potential losses linked to the Russian invasion of Ukraine. The net effect of the step-up gain and the provisions was a gain of USD 7 million.

Share of profit from joint ventures and associates was USD 64 million. This was in line with the previous quarter and a strong improvement from one year earlier mainly due to higher contribution from Wallenius Wilhelmsen ASA.

Financial items were positive with USD 74 million, of which USD 70 million from change in fair value of financial assets.

Net profit to equity holders of the company was USD 133 million for the quarter, equal to USD 2.97 earnings per share (EPS).

Total comprehensive income, including net profit and other comprehensive income, attributable to equity holders of the company was USD 142 million.

Group balance sheet

Total assets were up 7% in the first quarter. The increase followed from increased value of Wallenius Wilhelmsen

ASA and Hyundai Glovis, increased shareholding from 50% to 100% in Vikan Næringspark Invest AS, and the investment in Reach Subsea ASA.

Shareholders' equity was also up 7% for the quarter, to USD 2 150 million. As of 31 March, the group equity ratio was 65%.

Group cash and debt

USD million Cash
& cash
equiv.
Curr.
fin.
inv.
IBD Lease
liabil.
NIBD
Maritime Services 150 0 200 36 86
New Energy 9 0 349 101 441
Strategic Holdings and Inv. 24 110 15 35 (84)
Elimination 0 0 0 (11) (11)
Wilhelmsen group 183 110 565 160 431

Cash and cash equivalents were USD 183 million at the end of the first quarter, down USD 48 million from the previous quarter. The reduction was mainly due to a net outflow of USD 44 million related to investing activities. An increase in working capital resulted in a low USD 3 million in cash from operating activities for the quarter.

Total interest-bearing debt including lease liabilities was USD 725 million by the end of the quarter, up USD 82 million from the previous quarter. The increase was mainly related to the increased ownership of Vikan Næringspark Invest AS, including consolidation of debt.

Dividend

The annual general meeting on 27 April approved the board proposal for a first dividend of NOK 4.00 per share and authorises the board to declare a second dividend of up to NOK 3.00 per share. The first dividend of NOK 4.00 will be paid on 11 May.

Wilh. Wilhelmsen Holding group Q1 2022 unaudited 3 of 24

Maritime Services

This includes Ships Service, Ship Management, and other activities reported under the Maritime Services segment.

USD million Q-on-Q Y-o-Y
Q1'22 Q4'21 Change Q1'21 Change
Total income 154 153 1% 130 18%
of which Ships Service 137 134 2% 118 16%
of which Ship Management 16 19 -13% 12 37%
of which other activities/eliminations 0 (0) 0
EBITDA 20 24 -16% 19 6%
EBITDA margin (%) 13% 16% 15%
Operating profit/EBIT 14 17 -20% 12 13%
EBIT margin (%) 9% 11% 9%
Share of profit/(loss) from JVs and associates 1 1 1
Financial items 4 0 (8)
Tax income/(expense) (4) (3) (1)
Profit/(loss) 15 16 -9% 4 235%
Profit margin (%) 9% 10% 3%
Non controlling interests 1 0 (0)
Profit/(loss) to equity holders of the company 14 16 -12% 5 192%

Maritime Services segment

Total income for the Maritime Services segment was USD 154 million in the first quarter. This was up 18% from the corresponding period last year and up 1% from the previous quarter. The year-over-year increase reflected higher operating income across all main business activities.

EBITDA was USD 20 million, up 6% year-over-year but down 16% from the previous quarter. EBITDA includes a provision of USD 3 million for potential losses related to the Russian invasion of Ukraine.

Share of profit from joint ventures and associates was USD 1 million. Financial items were an income of USD 4 million, including a net FX gain of USD 5 million. Tax was included with an expense of USD 4 million.

The quarter ended with a profit to equity holders of the company of USD 14 million.

Ships Service

Wilhelmsen Ships Service is a global provider of standardised product brands and service solutions to the maritime industry, focusing on Marine Products and Ships Agency. Wilhelmsen Ships Service is fully owned by Wilhelmsen.

Total income for Ships Service was USD 137 million. This was up 16% from the corresponding period previous year and up 2% from the previous quarter. The general increase in shipping activities continued, lifting total income for both Marine Products and Ships Agency on a year-overyear basis. When compared with the previous quarter, income was up for Marine Products, while income was slightly down for Ships Agency.

EBITDA was up year-over-year, but below the previous quarter due to increased raw material prices and freight costs.

Ship Management

Wilhelmsen Ship Management provides full technical management, crewing, and related services for all major vessel types. Wilhelmsen Ship Management is fully owned by Wilhelmsen.

Total income for Ship Management was USD 16 million, up 37% from the corresponding period previous year and down 13% from the previous quarter. The increase yearover-year primarily related to a new vessel management contract reported on a gross value basis, while the reduction from the previous quarter mainly related to changes in reporting of the same contract.

EBITDA was up both year-over-year and compared with the previous quarter.

In January, Wilhelmsen Ship Management strengthened its position in the tanker market through an agreement to acquire a majority stake in Hamburg-based ship management company Ahrenkiel Tankers.

Other activities

This includes Wilhelmsen Insurance Services (fully owned by Wilhelmsen) and certain other activities reported under the Maritime Services segment.

Income and EBITDA for other Maritime Services activities were stable.

Segment information

New Energy

This includes NorSea Group, Edda Wind ASA, and other activities reported under the New Energy segment.

USD million Q-on-Q Y-o-Y
Q1'22 Q4'21 Change Q1'21 Change
Total income 93 79 18% 70 32%
of which NorSea Group 84 69 21% 61 37%
of which other activities/eliminations 9 9 -6% 9 -2%
EBITDA 31 11 193% 14 123%
EBITDA margin (%) 34% 14% 20%
Operating profit/EBIT 22 2 >500% 5 335%
EBIT margin (%) 24% 2% 7%
Share of profit/(loss) from JVs and associates 2 3 -43% 3 -39%
Financial items (4) (6) (4)
Tax income/(expense) 1 (3) 0
Profit/(loss) 21 (4) neg. 4 461%
Profit margin (%) 23% -5% 5%
Non controlling interests 5 0 1
Profit/(loss) to equity holders of the company 15 (4) neg. 2 >500%

New Energy segment

Total income for the New Energy segment was USD 93 million in the first quarter, including a USD 17 million step-up gain from the increased shareholding in Vikan Næringspark Invest AS. Adjusting for the step-up gain, income was up 8% from the corresponding period last year but down 4% from the previous quarter.

EBITDA was USD 31 million, lifted by the step-up gain. Adjusted for the gain, EBITDA was on par with the corresponding period last year and up 33% from the previous quarter.

Share of profit from joint ventures and associates was USD 2 million in the fourth quarter, while financial items were included with a net expense of USD 4 million.

Profit to equity holders of the company was USD 15 million for the quarter.

NorSea Group

NorSea Group provides supply bases and integrated logistics solutions to the offshore industry. Wilhelmsen owns 75.2% of NorSea Group.

Total income for NorSea Group was USD 84 million in the first quarter. Operating revenue was USD 67 million, up 9% from corresponding period and in line the previous quarter. The increase from previous year followed a general higher activity level, including related to logistics services.

In March, NorSea Group bought the remaining 50% of the shares in Vikan Næringspark Invest AS, increasing ownership to 100%. This resulted in a USD 17 million non-cash step up gain from the change in accounting from associate to subsidiary of the originally held 50% ownership.

EBITDA was up for the quarter due to the step-up gain and improved contribution from operating activities.

Share of profit from joint ventures and associates in NorSea Group was USD 2 million.

Edda Wind ASA

Edda Wind ASA provides service to the global offshore wind industry and is listed on Oslo Børs. Wilhelmsen owns 25.7% of the company, which is reported as associate in Wilhelmsen's accounts.

Share of profit from Edda Wind ASA is included with nil for the quarter.

The book value of the 25.7% shareholding in Edda Wind ASA was USD 55 million at the end of the first quarter.

Other activities

This includes NorSea Wind (owned 50% by NorSea Group and 50% by Wilhelmsen Ship Management), Reach Subsea ASA (owned 21%), Raa Labs AS (fully owned), Massterly AS (owned 50%), Dolittle AS (owned 46%) and certain other activities reported under the New Energy segment.

Total income from NorSea Wind activities was USD 8 million in the first quarter, up year-over-year but down from the previous quarter.

In February, Wilhelmsen New Energy AS entered into an agreement to acquire 21% of Reach Subsea ASA, a subsea service provider listed on Oslo Børs. The transaction was completed in March. Reach Subsea ASA is reported as associate in Wilhelmsen's account, and the book value was USD 17 million at the end of the first quarter.

Segment information

Strategic Holdings and Investments

This includes the strategic holdings in Wallenius Wilhelmsen ASA and Treasure ASA, other financial and non-financial investments, and other activities reported under the Strategic Holdings and Investments segment.

USD million Q-on-Q Y-o-Y
Q1'22 Q4'21 Change Q1'21 Change
Total income (2) 5 neg. 4 neg.
of which operating revenue 4 5 -3% 4 7%
of which gain/(loss) on sale of assets (7) 0 0
EBITDA (8) (4) (2)
Operating profit/EBIT (9) (5) (3)
Share of profit/(loss) from JVs and associates 61 59 3% 1 >500%
of which Wallenius Wilhelmsen ASA 61 59 3% 1 >500%
of which other/eliminations 0 (0) 0
Change in fair value financial assets 70 1 (9)
of which Hyundai Glovis 71 3 (12)
of which other financial assets (1) (2) 3
Other financial income/(expenses) 4 1 >500% 21 -80%
of which investment management in parent (8) 1 10
of which dividend income Hyundai Glovis 13 (0) 13
of which other financial income/(expense) (1) 1 (2)
Tax income/(expense) (2) (0) (1)
Profit/(loss) for the period 124 55 8
Non controlling interests 21 (0) (0)
Profit/(loss) to equity holders of the company 103 55 9

Strategic Holdings and Investments segment

The Strategic Holdings and Investments segment reported a USD 103 million profit to equity holders of the company in the first quarter. This reflected a continued strong contribution from Wallenius Wilhelmsen ASA and a material positive change in market value of the investment in Hyundai Glovis.

The quarter includes a USD 7 million provision related to a fraud case. Total exposure is USD 17 million. The fraud case is subject to criminal procedures in four jurisdictions.

Wallenius Wilhelmsen ASA

Wallenius Wilhelmsen ASA is a market leader in RoRo shipping and vehicle logistics and is listed on Oslo Børs. Wilhelmsen owns 37.8% of the company, which is reported as associate in Wilhelmsen's accounts.

Share of profit from Wallenius Wilhelmsen ASA was USD 61 million in the quarter. This was up from USD 1 million in the corresponding period last year, and up from USD 59 million in the previous quarter.

The book value of the 37.8% shareholding in Wallenius Wilhelmsen ASA was USD 947 million at the end of the first quarter.

Treasure ASA

Treasure ASA holds a 11.0% ownership interest in Hyundai Glovis and is listed on Oslo Børs. Wilhelmsen owns 74.8% of Treasure ASA.

Change in fair value of the shareholding in Hyundai Glovis was a gain of USD 71 million for the quarter, while dividend income from Hyundai Glovis was included with USD 13 million. The value of the investment in Hyundai Glovis was USD 654 million at the end of the first quarter. The annual general meeting of Treasure ASA on 15 March passed a resolution to liquidate 6 000 000 own shares. Once completed, the number of issued shares will be reduced from 213 835 000 to 207 835 000, and the Wilhelmsen shareholding will increase to 77.0%.

Financial investments

Financial investments include cash and cash equivalents, current financial investments and other financial assets held by the parent and fully owned subsidiaries.

Net income from investment management was an expense of USD 8 million for the quarter. The market value of current financial investments was USD 110 million by the end of the first quarter.

Change in fair value of non-current financial assets was a loss of USD 1 million for the quarter. The market value at the end of the first quarter was USD 107 million.

Other activities

This includes WilNor Governmental Services (owned 51% directly and 49% through NorSea Group), holding company activities, and certain other activities reported under the Strategic Holdings and Investments segment.

EBITDA was a loss of USD 8 million for the quarter. This mainly related to provisions for the fraud case and general holding company activities.

Outlook

Maritime Services

This includes Ships Service (Marine Products and Ships Agencies), Ship Management, and other activities reported under the Maritime Services segment.

The present high activity level within most shipping segments is expected to continue, and with further upside potential related to cruise. This will have a positive impact on operating income.

In the second quarter, Ships Services will be re-organized and Ships Agency activities separated into a new entity named Port Services. Maritime Services will then operate with three main business units: Ships Service, Port Services, and Ship Management.

New Energy

This includes NorSea Group, Edda Wind, and other activities reported under the New Energy segment.

Seasonality will continue to impact NorSea Group's offshore activities, with an expected increase in operating revenue during the second and third quarter.

Edda Wind ASA has during the first quarter continued to expand its fleet through ordering three new vessels. Edda Wind expects that having a number of vessels under construction with attractive delivery dates and firm cost places the company in a favorable position.

Strategic Holdings and Investments

This includes the strategic holdings in Wallenius Wilhelmsen ASA and Treasure ASA, other financial and non-financial investments, and other activities reported under the Strategic Holdings and Investments segment.

The market value of the strategic holdings and investments will continue to fluctuate, influenced by the underlying operational performance and expectations related to the respective companies, and by the general equity market.

The increase in share of net profit from Wallenius Wilhelmsen ASA has continued in 2022. Wallenius Wilhelmsen expects the supply-demand balance in its shipping activities to remain favorable over the mid-term.

Wilhelmsen group

Wilhelmsen's ambition is to develop successful businesses within maritime services, shipping, logistics, renewables, and related infrastructure through active ownership.

While uncertainty persists, specifically regarding inflationary pressure and the ongoing war in Ukraine, the underlying trend remains positive supporting a gradual growth in operating income from continued operations.

Lysaker, 4 May 2022 The board of directors of Wilh. Wilhelmsen Holding ASA

Forward-looking statements presented in this report are based on various assumptions. These assumptions were reasonable when made, but as assumptions are inherently subject to uncertainties and contingencies which are difficult or impossible to predict, Wilhelmsen cannot give assurances that expectations regarding the outlook will be achieved or accomplished.

Income statement - financial report

USD mill Note Q1
2022
Q1
2021
Full year
2021
Operating revenue 232 203 873
Other income
Other gain/(loss) 5 9 (2) 2
Total income 241 201 874
Operating expenses
Cost of goods and change in inventory (75) (59) (277)
Employee benefits (84) (78) (321)
Other expenses (38) (32) (136)
Operating profit before depreciation and amortisation 44 31 141
Depreciation, amortisation and impairment 7/8 (17) (17) (68)
Operating profit 27 14 73
Share of profit from joint ventures and associates 4 64 5 101
Financial items
Change in fair value financial assets 10 70 (9) (107)
Other financial income/(expenses) 11 4 9 (1)
Net financial items 74 (0) (108)
Profit before tax 165 19 66
Tax income/(expense) (5) (2) (13)
Profit for the period 159 16 53
Attributable to: equity holders of the company 133 1 72
non-controlling interests 27 16 (20)
Basic earnings per share (USD) 9 2,97 0,35 1,63
Comprehensive income - financial report
Q1 Q1 Full year
USD mill 2022 2021 2021
Profit for the period 159 16 53
Items that may be reclassified to income statement
Cash flow hedges (net after tax) 2 2 4
Comprehensive income from associates (0) (0) 4
Currency translation differences 7 (9) (44)
Items that will not be reclassified to income statement
Remeasurement postemployment benefits, net of tax 1
Other comprehensive income, net of tax 10 (8) (35)
Total comprehensive income for the period 169 8 17
Total comprehensive income attributable to:
Equity holders of the company 142 8 41
Non-controlling interests 27 1 (23)
Total comprehensive income for the period 169 8 17

Balance sheet - financial report

USD mill Note 31.03.2022 31.03.2021 31.12.2021
Deferred tax assets 6 58 57 64
Goodwill and other intangible assets 7 137 140 135
Properties and other tangible assets 7 684 566 542
Right-of-use assets 8 146 156 155
Investments in joint ventures and associates 4 1 154 996 1 093
Financial assets to fair value 10 761 789 688
Other non current assets 30 18 25
Total non current assets 2 971 2 724 2 702
Inventory 94 78 93
Current financial investments 110 122 135
Other current assets 344 294 287
Cash and cash equivalents 183 285 231
Total current assets 732 778 746
Total assets 3 703 3 502 3 448
Paid-in capital 8 118 122 118
Retained earnings 9/12 2 033 1 894 1 891
Shareholders' equity 2 150 2 016 2 009
Non-controlling interests 243 252 221
Total equity 2 393 2 268 2 230
Pension liabilities 26 25 26
Deferred tax liabilities 6 11 11 11
Non-current interest-bearing debt 13/14 302 422 203
Non-current lease liabilities 8/13 131 140 139
Other non-current liabilities 17 23 17
Total non current liabilities 488 621 396
Current income tax 13 13 13
Public duties payable
Current interest-bearing debt
13/14 11
263
12
73
13
270
Current lease liabilities 8/13 29 32 30
Other current liabilities 506 483 495
Total current liabilities 822 613 821
Total equity and liabilities 3 703 3 502 3 448

Cash flow statement - financial report

USD mill Q1 Q1 Full year
Note 2022 2021 2021
Cash flow from operating activities
Profit before tax 165 19 66
Share of (profit)/loss from joint ventures and associates (64) (5) (101)
Changes in fair value financial assets 10 (70) 9 107
Other financial (income)/expenses (4) (9) 1
Depreciation, amortisation and impairment 7/8 17 17 68
Other (gain)/loss 5 (9) 2 (2)
Change in net pension asset/liability 0 (0) 1
Change in inventories (1) 7 (13)
Change in working capital (30) (8) 8
Tax paid (company income tax, withholding tax) (1) (2) (14)
Net cash provided by operating activities 3 29 122
Cash flow from investing activities
Dividend received from joint ventures and associates 1 1 13
Proceeds from sale of fixed assets 7/8 1 6 26
Investments in fixed assets 7 (9) (11) (45)
Investments in subsidiaries, joint ventures and associates (48) (30) (36)
Loan repayments received from sale of subsidiaries (0) - 2
Loans granted to joint ventures and associates - - (16)
Proceeds from dividend and sale of financial investments 15 22 62
Purchase of current financial investments (1) (10) (54)
Interest received 0 0 1
Changes in other investments (2) - (6)
Net cash flow from investing activities (44) (23) (53)
Cash flow from financing activities
Net proceeds from issue of debt after debt expenses 48 22 70
Repayment of debt (32) (1) (71)
Repayment of lease liabilities (11) (8) (30)
Interest paid including interest derivatives (4) (4) (15)
Interest paid lease liabilities (2) (2) (9)
Cash from/ to financial derivatives (1) 3 7
Dividend to shareholders/purchase of own shares (5) - (58)
Net cash flow from financing activities (7) 10 (106)
Net increase in cash and cash equivalents 1 (48) 16 (37)
Cash and cash equivalents at the beg. of the period 1 231 269 269
Cash and cash equivalents at the end of the period 1 183 285 231

The group is located and operating world wide, and every entity has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.

Statement of changes in equity - financial report

Statement of changes in equity - Year to date

USD mill Share capital Own shares Retained
earnings*
Total Non
controlling
interests
Total equity
Balance at 31.12.2021 118 0 1 891 2 009 221 2 230
Profit for the period 133 133 27 159
Other comprehensive income 9 9 1 10
Paid dividend to shareholders (5) (5)
Balance 31.03.2022 118 0 2 032 2 150 243 2 393

* Treasure ASA hold 6.000.000 own shares 31 March 2022.

Balance at 31.12.2020 122 (4) 1 890 2 008 257 2 265
Profit for the period 16 16 1 16
Other comprehensive income (8) (8) 0 (8)
Change in non-controlling interests - 5 5
Accrued dividend to shareholders - (10) (10)
Balance 31.03.2021 122 (4) 1 898 2 016 252 2 268

Statement of changes in equity - Full year 2021

Retained Non
controlling
USD mill Share capital Own shares earnings Total interests Total equity
Balance at 31.12.2020 122 (4) 1 890 2 008 257 2 265
Profit/(loss) for the period 72 72 (20) 53
Other comprehensive income (32) (32) (3) (35)
Liquidation of own shares (4) 4 0 0
Change in non-controlling interests 10 10 (4) 6
Purchase of own shares Treasure Group* (8) (8) (8)
Paid dividend to shareholders (42) (42) (8) (50)
Balance 31.12.2021 118 0 1 891 2 009 221 2 230

* Treasure ASA hold 6.000.000 own shares 31 December 2021.

Note 1 - Accounting principles

General information

This consolidated interim financial report has been prepared in accordance with International Accounting Standards (IAS 34), "interim financial reporting". The consolidated interim financial reporting should be read in conjunction with the annual financial statements for the year end 31 December 2021 for Wilh.Wilhelmsen Holding ASA group, which has been prepared in accordance with IFRS endorsed by the EU.

Note 2 - Significant acquisitions and disposals

2022

Acquisition of the remaining part of shares 50% in Vikan Næringspark Invest AS. Reclassed from investment in associates to wholly owned subsidiary of NorSea group.

2021

No material disposals or acquistion in Q2, Q3 or Q4. During Q1 2021 the group acquired additional 25% of Edda Wind group however after the IPO in Q4 2021, the stake was diluted to 25.66%.

Basic policies

The accounting policies implemented are consistent with those of the annual financial statements for WWI for the year end 31 December 2021.

Roundings

As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.

Acquisition of 21% stake in Reach Subsea ASA and classified as investment in associates. Acquisition of 80% of the shares in Ahrenkiel Tankers and renamed to Barber Ship Management.

Note 3 - Segment reporting: Income statement per operating segment

Strategic
Maritime Holdings and WWH group
USD mill Services New Energy Investments Eliminations total
Quarter
Note
Q1
2022
Q1
2021
Q1
2022
Q1
2021
Q1
2022
Q1
2021
Q1
2022
Q1
2021
Q1
2022
Q1
2021
Operating revenue 155 132 76 70 4 4 (3) (3) 232 203
Other gain/(loss)
5
(1) (2) 17 0 (7) - - - 9 (2)
Total income 154 130 93 70 (2) 4 (3) (3) 241 201
Operating expenses
Cost of goods and change in inventory (55) (43) (20) (16) (0) (0) 0 0 (75) (59)
Employee benefits (54) (49) (27) (25) (2) (4) 0 0 (84) (78)
Other expenses (24) (19) (14) (14) (3) (2) 3 3 (38) (32)
Operating profit/(loss) before depreciation and
amortisation 20 19 31 14 (8) (2) - (0) 44 31
Depreciation and impairments (6) (7) (9) (9) (1) (1) - - (17) (17)
Operating profit/(loss) 14 12 22 5 (9) (3) - (0) 27 14
Share of profit from joint ventures and associates 1 1 2 3 61 1 - - 64 5
Financial items
Change in fair value financial assets - - - - 70 (9) - 70 (9)
Other financial income/(expenses) 4 (8) (4) (4) 4 21 0 4 9
Net financial items 4 (8) (4) (4) 74 12 0 (0) 74 (0)
Profit/(loss) before tax 19 6 20 4 126 10 0 (0) 165 19
Tax income/(expense) (4) (1) 1 0 (2) (1) - - (5) (2)
Profit/(loss) 15 4 21 4 124 8 0 (0) 159 16
Non-controlling interests 1 (0) 5 1 21 (0) - - 27 1
Profit/(loss) to the equity holders of the
company 14 5 15 2 103 9 0 (0) 133 16

Cont note 3 - Segment reporting: Balance sheet per operating segment

Strategic Holdings
USD mill Maritime Services New Energy and Investments Eliminations Total
31.03 31.03 31.03 31.03 31.03 31.03 31.03 31.03 31.03 31.03
Year to date 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Assets
Deferred tax asset 46 42 2 7 10 9 - - 58 57
Intangible assets 130 132 6 7 0 1 - - 137 140
Tangible assets 156 171 511 378 17 18 - - 684 566
Right of use assets 34 39 90 105 33 17 (11) (5) 146 156
Investments in joint ventures and associates 23 22 184 176 947 798 - - 1 154 996
Financial assets to fair value 0 0 0 (0) 761 789 - - 761 789
Other non current assets 9 10 28 18 2 0 (9) (10) 30 18
Current financial investments 0 0 - - 110 122 - - 110 122
Other current assets 348 281 80 77 60 48 (48) (34) 438 371
Cash and cash equivalents 150 190 9 5 24 90 - - 183 285
Total assets 897 887 910 772 1 965 1 892 (68) (49) 3 703 3 502
Equity and liabilities
Equity majority 199 207 273 213 1 678 1 597 0 0 2 150 2 016
Equity non-controlling interest (1) (2) 70 58 173 196 - - 243 252
Deferred tax 11 11 0 0 0 0 - - 11 11
Interest-bearing debt 200 200 349 264 15 32 - (0) 565 495
Lease liabilities 36 42 101 116 35 18 (11) (5) 160 171
Other non current liabilities 26 24 9 15 17 17 (9) (9) 43 48
Other current liabilities 425 406 107 106 47 31 (48) (34) 530 508
Total equity and liabilities 897 887 910 772 1 965 1 892 (68) (49) 3 703 3 502

Cont note 3 - Segment reporting: Cash flow per segment

USD mill Maritime Services New Energy Strategic Holdings and
Investments
Quarter Q1 2022 Q1 2021 Q1 2022 Q1 2021 Q1 2022 Q1 2021
Profit/(loss) before tax 19 6 20 4 126 10
Change in fair value financial assets - - - - (70) 9
Share of (profit)/loss from joint ventures and associates (1) (1) (2) (3) (61) (1)
Other financial (income)/expenses (4) 8 4 4 (4) (21)
Depreciation/impairment 6 7 9 9 1 1
Change in working capital (23) 1 6 (2) (6) (6)
Net (gain)/loss from sale of assets 1 2 (17) (0) 7 -
Net cash provided by operating activities (1) 22 20 13 (6) (7)
Dividend received from joint ventures and associates 1 1 (2) 0 -
Net sale/(investments) in fixed assets (3) (3) (6) (3) (0)
Net sale/(investments) and repayment/(granted loan) to entities (17) (0) (47) (22) 0 (8)
Purchase of current financial investments 0 0 0 0 15 12
Net changes in other investments/financial items - - (2) 5 (17)
Net cash flow from investing activities (19) (2) (56) (20) (3) 4
Net change of debt (1) (3) 42 4 (12) 28
Net change in other financial items (3) (2) (4) (4) 0 3
Net dividend/ loan from other segments/ to shareholders 1 (0) 0 1 (5) (20)
Net cash flow from financing activities (3) (5) 38 1 (17) 11
Net increase in cash and cash equivalents (23) 15 2 (7) (26) 8
Cash and cash equivalents at the beg.of the period 174 174 7 12 50 83
Cash and cash equivalents at the end of period 150 190 9 5 24 90

Note 4 - Investment in joint ventures and associates Joint ventures and associates at end March 2022 are:

USD mill
31.03.2022 31.03.2021
Strategic Holdings and Investments: Ownership Booked value Booked value
Wallenius Wilhelmsen ASA 37.8% 947 798
Maritime services:
Wilhelmsen Ahrenkiel Ship group 50 % 9 10
Associates 20 - 50% 14 12
New Energy:
Joint venture
Coast Center Base 50 % 104 105
Vikan Næringspark Invest AS 50 % 0 17
Associates
Edda Wind ASA 25.7% 55 46
Reach Subsea ASA 21 % 17
Other 33-49% 7 7
Total investment in joint ventures and associates 1 154 996
Share of profit from joint ventures and associates Q1 2022 Q1 2021
Wallenius Wilhelmsen ASA 61 1
Joint ventures and associates in New Energy 2 3
Joint ventures and associates in Maritime Services 1 1
Share of profit/(loss) from joint ventures and associates 64 5

Note 5 - Other gain / (loss)

Step up gain Vikan Næringspark Invest AS, from associate to subsidiary, result in an accounting gain of USD 17 million. The group was exposed to a fraud with an estimated loss of USD 7 million. The

Note 6 - Tax

The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method.

case is subject to criminal procedures in four jurisdictions and total exposure is USD 17 mill. Sale of tangible assets result in a loss of USD 1 million.

Note 7 - Tangible and intangible assets

Other tangible Intangible
USD mill Vessels Properties assets assets Total
2022 - Year to date
Cost 1.1 35 601 229 193 1 058
Acquisition - 146 5 1 152
Reclass/disposal - (0) (3) 1 (2)
Currency translation differences 0 5 (0) 1 6
Cost 31.03 36 752 230 196 1 215
Accumulated depreciation and impairment losses 1.1 (23) (207) (93) (57) (381)
Depreciation/amortisation (0) (5) (3) (2) (10)
Reclass/disposal - (2) 1 0 (1)
Currency translation differences (0) (1) (0) (0) (2)
Accumulated depreciation and impairment losses 31.03 (24) (215) (95) (60) (393)
Carrying amounts 31.03 12 537 136 137 821
USD mill Vessel Property Other tangible
assets
Intangible
assets
Total
2021 - Year to date
Cost 1.1 36 596 241 194 1 067
Acquisition - 21 3 1 25
Reclass/disposal - (7) (2) 1 (9)
Currency translation differences (0) (4) (4) (1) (9)
Cost 31.03 36 606 238 194 1 075
Accumulated depreciation and impairment losses 1.1 (23) (198) (92) (52) (366)
Depreciation/amortisation (0) (4) (3) (2) (9)
Reclass/disposal - 2 1 0 3
Impairment - - - - -
Currency translation differences 0 2 1 0 4
Accumulated depreciation and impairment losses 31.03 (23) (199) (93) (54) (369)
Carrying amounts 31.03 13 408 145 140 706
USD mill Vessels Properties Other tangible
assets
Intangible
assets
Total
2021 - Full year
Cost 1.1 36 596 241 194 1 067
Acquisition 1 33 15 3 52
Reclass/disposal - (4) (19) 3 (19)
Currency translation differences (1) (24) (8) (7) (41)
Cost 31.12 35 601 229 193 1 058
Accumulated depreciation and impairment losses 1.1 (23) (198) (92) (52) (366)
Depreciation/amortisation (1) (18) (11) (7) (37)
Reclass/disposal - (0) 6 0 6
Impairment - - - - -
Currency translation differences 1 9 4 2 16
Accumulated depreciation and impairment losses 31.12 (23) (207) (93) (57) (381)
Carrying amounts 31.12 12 394 136 135 678

Note 8 - Leases

Right-of-use-assets

The group leases several assets such as property, machinery, equipment and vehicles. The group's right-of-use assets are categorised and presented in the tables below:

Other tangible
2022 - Year to date Property assets Total
Cost 1.1 -
199
15 214
Additions including remeasurements -
57
1 58
Reclass/disposal including cancellations -
(86)
(1) (86)
Cost 31.03 -
171
15 186
Accumulated depreciation and impairment losses 1.1 -
(55)
(4) (59)
Depreciation/amortisation -
(6)
(1) (7)
Reclass/disposal -
26
0 27
Accumulated depreciation and impairment losses 31.03 -
(35)
(5) (40)
Carrying amounts 31.03 -
136
10 146
2021 - Year to date Other tangible
Property assets Total
Cost 1.1 -
201
13 214
Additions including remeasurements 7 1 8
Reclass/disposal including cancellations -
(20)
(0) (20)
Currency translation differences -
(1)
(0) (1)
Cost 31.03 -
187
13 200
Accumulated depreciation and impairment losses 1.1 -
(34)
(3) (37)
Depreciation/amortisation -
(7)
(1) (8)
Accumulated depreciation and impairment losses 31.03 -
(40)
(4) (44)
Carrying amounts 31.03 -
147
9 156
2021 - Full year Other tangible
Property assets Total
Cost 1.1 -
201
13 214
Additions including remeasurements -
35
5 41
Reclass/disposal including cancellations -
(30)
(3) (33)
Currency translation differences -
(8)
(1) (8)
Cost 31.03 -
199
15 214
Accumulated depreciation and impairment losses 1.1 -
(34)
(3) (37)
Depreciation/amortisation -
(28)
(3) (30)
Reclass/disposal -
5
2 6
Currency translation differences -
2
0 2
Accumulated depreciation and impairment losses 31.03 -
(55)
(4) (59)
Carrying amounts 31.03 -
145
10 155

Note 9 - Shares and share capital

The number of shares is as follows with a nominal value of NOK 20:

A - shares 34 000 000
B - shares 10 580 000
Total shares 44 580 000

Earnings per share taking into consideration the number of outstanding shares in the period.

Basic earnings per share is calculated by dividing profit for the period after noncontrolling interests, by average number of total outstanding shares.

Earnings per share is calculated based on 44 580 000 shares for 2022 and 2021.

Note 10 - Financial assets to fair value

USD mill 31.03.2022 31.03.2021 31.12.2021
Financial assets to fair value
At 31 December 688 801 801
Acquisition 0 1 2
Return of capital - (2) (2)
Currency translation adjustment through other comprehensive income 3 (1) (6)
Change in fair value through income statement 70 (9) (107)
Total financial assets to fair value 761 789 688

Financial assets to fair value are held in subsidiaries with different functional currencies and thereby creating translation adjustment.

Note 11 - Other financial income/(expenses)

Q1 Q1
2022 2021
Investment management (8) 10
Other financial income 15 14
Interest expenses (7) (8)
Net financial currency 0 (2)
Net financial currencies derivatives 3 (6)
Other financial income/(expenses) 4 9

Note 12 - Paid dividend

Dividend for fiscal year 2020 was NOK 5.00 (NOK 3.00 plus extraordinary NOK 2.00) and approved by the annual general meeting on 22 April 2021. The dividend was paid to the shareholders in May 2021. The annual general meeting additionally authorised a second dividend of NOK 3.00 per share and this was paid in December 2021, bringing the total dividend paid in 2021 to NOK 8.00 per share.

The proposed dividend for fiscal year 2021, payable in second quarter 2022, is NOK 4.00 per share and was approved by the annual general meeting on 27 April 2022. The proposed dividend is not accrued in the year-end balance. The dividend will have effect on the retained earning in second quarter 2022.

Note 13 - Interest-bearing debt including lease liabilities

USD mill 31.03.2022 31.03.2021 31.12.2021
Non current interest-bearing debt 302 422 203
Current interest-bearing debt 263 73 270
Non current lease liabilities 131 140 139
Current lease liabilities 29 32 30
Total interest-bearing debt 725 667 642
Cash and cash equivalents 183 285 231
Current financial investments 110 122 135
Net interest-bearing debt 431 260 276

Loan agreements entered into by group companies contain financial covenants related to equity ratio, liquidity, current ratio and net interest-bearing debt / EBITDA measured in respect of the relevant borrowing company or group of

companies. The group was in compliance with these covenants at 31 March 2022 (analogous for 31 March 2021).

Specification of interest-bearing debt
USD mill 31.03.2022 31.03.2021 31.12.2021
Interest-bearing debt
Bankloan 565 495 473
Lease liabilities 160 171 169
Total interest-bearing debt 725 667 642
Repayment schedule for interest-bearing debt
Due in 1 year 292 75 300
Due in 2 year 240 216 204
Due in 3 year 21 20 22
Due in 4 year 84 25 26
Due in 5 year and later 88 331 90
Total interest-bearing debt 725 667 642

Note 14 - Financial level

USD mill Level 1 Level 2 Level 3 Total
2022
Financial assets at fair value
Equities 65 65
Bonds 44 44
Financial derivatives 2 2
Financial assets at fair value 736 5 20 761
Total financial assets 31.03 845 7 20 873
Financial liabilities at fair value
Financial derivatives (0) (1) (1)
Total financial liabilities 31.03 0 (1) 0 (1)
2021
Financial assets at fair value
Equities 72 72
Bonds 47 47
Financial derivatives 3 3
Financial assets at fair value 766 5 18 789
Total financial assets 31.03 885 8 18 911
Financial liabilities at fair value
Financial derivatives (0) (7) (7)
Total financial liabilities 31.03 (0) (7) 0 (7)

The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The fair value of financial instruments that are not traded in an active market (over-the-counter contracts) are based on third party quotes. These quotes use the maximum number of observable market rates for price discovery. Specific valuation techniques used by financial counterparties (banks) to value financial derivatives include:

  • Quoted market prices or dealer quotes for similar derivatives - The fair value of interest rate swaps is calculated as the net present value of the

estimated future cash flows based on observable yield curves - The fair value of interest rate swap option (swaption) contracts is determined using observable volatility, yield curve and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. Options are typically valued by applying the Black-Scholes model.

  • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to net present value

  • The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. Options are typically valued by applying the Black-Scholes model.

The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial derivatives.

The fair values, except for bond debt, are based on cash flows discounted using a rate based on market rates including margins and are within level 2 of the fair value hierarchy. The fair values of the bond debt are based on quoted prices and are also classified within level 2 of the fair value hierarchy due to limited trading in an active market.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.

The quoted market price used for financial assets held by the group is the current mid price. These instruments are included in level 1. Instruments included in level 1 at the end of March 2022 are liquid investment grade bonds (analogous for 2021).

The fair value of financial instruments that are not traded in an active market (over-the-counter contracts) are based on third party quotes (Mark-to-Market). These quotes use the maximum number of observable market rates for price discovery. The different techniques typically applied by financial counterparties (banks) were described above. These instruments - FX and IR derivatives - are included in level 2.

If one or more of the significant inputs is not based on observable market data, the derivatives is in level 3. Primarily illiquid investment funds and structured notes are included in level 3.

Note 15 - Related party transactions

WWH delivers services to the Wallenius Wilhelmsen group. These include primarily in-house services such as canteen, post, switchboard and rent of office facilities.

Generally, Shared Services are priced using a cost plus 5% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.

Note 16 - Contingencies

The size and global activities of the group dictate that companies in the group will be involved from time to time in disputes and legal actions.

The group is not aware of any financial risk associated with disputes and legal actions which are not largely covered through insurance arrangements.

Note 17 - Events occurring after the balance sheet date

No material events occured between the balance sheet date and the date when the accounts were presented providing new information about the conditions prevailing on the balance sheet date.

In addition Maritime Services have several transactions with associates. The contracts governing such transactions are based on commercial market terms.

Nevertheless, any such disputes/actions which might exist are of such a nature that they will not significantly affect the group's financial position.

Notes 17 Alternative performance measures

This section describes non-GAAP financial alternative performance measures (APM) that may be used in the quarterly and annual reports and related presentations.

The following measures are not defined nor specified in the applicable financial reporting framework of IFRS. They may be considered as non-GAAP financial measures that may include or exclude amounts that are calculated and presented according to the IFRS. These APMs are intended to enhance comparability of the results, balance sheet and cash flows from period to period and it is the Company's experience that these are frequently used by investors, analysts and other parties. Internally, these APMs are used by the management to measure performance on a regular basis. The APMs should not be considered as a substitute for measures of performance in accordance with IFRS.

EBITDA is defined as Total income (Operating revenue and gain/(loss) on sale of assets) adjusted for Operating expenses. EBITDA is used as an additional measure of operational profitability, excluding the impact from financial items, taxes, depreciation and amortization.

EBITDA adjusted is defined as EBITDA excluding certain income and/or cost items which are not regarded as part of the underlying operational performance for the period. The Company do not report EBITDA adjusted on a regular basis, but may use it on a case by case basis to better explain operational performance.

EBITDA margin is defined as EBITDA as a per cent of of Total income.

EBITDA margin adjusted is defined as EBITDA adjusted as a per cent of Total income, with Total income also adjusted for the same income elements as those which have been adjusted for in EBITDA adjusted.

EBIT is defined as Total income (Operating revenue and gain/(loss) on sale of assets) less Operating expenses, Other gain/loss and depreciation and amortization. EBIT is used as a measure of operational profitability excluding the effects of how the operations were financed, taxed and excluding foreign exchange gains & losses.

EBIT adjusted, EBIT margin and EBIT margin adjusted will, if used, be prepared in the same manner as described under EBITDA.

Net interest-bearing debt (NIBD) is defined as total interest bearing debt (Noncurrent interest-bearing debt, Non-current lease liabilities, Current interestbearing debt and Current lease liabilities) less Cash and cash equivalenets and Current financial investments.

Equity ratio is defined as Total equity as a percent of Total assets.

Wilh. Wilhelmsen Holding ASA PO Box 33 NO-1324 Lysaker, NORWAY Tel: +47 67 58 40 00 http://www.wilhelmsen.com/

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Org no 995 227 905

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