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Wilh. Wilhelmsen ASA

Quarterly Report Feb 17, 2022

3790_rns_2022-02-17_0f58d1fe-e10d-4c99-a22d-3ad05d385d62.pdf

Quarterly Report

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WILH. WILHELMSEN HOLDING ASA

Fourth quarter 2021

Highlights for the quarter

Wilhelmsen delivered stable EBITDA and increased profit from joint ventures and associates in the fourth quarter, resulting in a net profit to equity holders of the parent of USD 64 million for the quarter.

USD 31 million in EBITDA.

Up 9% year-over-year and down 18% from the previous quarter.

USD 63 million share of profit from joint ventures and associates.

Strong improvement in net profit in Wallenius Wilhelmsen.

USD 4 million net loss from financial assets and other financial items.

Stable financial asset values.

Edda Wind ASA was listed on Oslo Børs, with Wilhelmsen retaining a 25.7% ownership.

Post quarter event

The board proposes that the annual general meeting approves 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.

Key figures

Financial performance

USD million Q-on-Q Y-o-Y 01.01- 01.01- Y-o-Y
Q4'21 Q3'21 Change Q4'20 Change 31.12.21 31.12.20 Change
Total income 233 216 8 % 202 15 % 874 812 8 %
of which operating revenue 228 216 5 % 199 14 % 873 807 8 %
of which gain/(loss) on sale of assets 5 (0) 2 2 5
EBITDA 31 38 -18 % 29 9 % 141 138 2 %
Operating profit/EBIT 14 21 -33 % 9 60 % 73 60 21 %
Share of profit/(loss) from JVs and associates 63 24 164 % 29 119 % 101 (50) neg.
Change in fair value financial assets 1 (180) 215 (107) 192
Other financial income/(expenses) (4) (7) 23 (1) 2
Profit/(loss) before tax/EBT 73 (142) neg. 275 -73 % 66 205 -68 %
Tax income/(expenses) (6) (1) (23) (13) (27)
Profit/(loss) for the period 67 (143) neg. 253 -73 % 53 178 -70 %
Profit/(loss) to equity holders of the company 67 (99) neg. 198 -66 % 72 117 -38 %
EPS (USD) 1,46 (2,21) neg. 4,45 -67 % 1,63 2,63 -38 %
Other comprehensive income (4) (20) 78 (35) 23
Total comprehensive income 63 (163) neg. 330 -81 % 17 200 -91 %
Total comp. income equity holder of the company 64 (118) neg. 273 -77 % 41 141 -71 %
Total assets 3 448 3 372 2 % 3 488 -1 % 3 448 3 488 -1 %
Shareholders' equity 2 009 1 968 2 % 2 008 0 % 2 009 2 008 0 %
Total equity 2 230 2 190 2 % 2 265 -2 % 2 230 2 265 -2 %
Equity ratio 65 % 65 % 0 % 65 % 0 % 65 % 65 % 0 %

Group result

Total income for the Wilh. Wilhelmsen Holding ASA group (referred to as Wilhelmsen or group) was USD 233 million in the fourth quarter of 2021, up 15% from the corresponding period last year and up 8% from the third quarter. The positive trend with year-over-year growth in total income continued.

EBITDA was USD 31 million, up 9% from one year earlier but down 18% from the previous quarter. EBITDA was up for Maritime Services but down for New Energy.

Share of profit from joint ventures and associates was USD 63 million. This was a strong improvement from previous periods and was mainly due to higher contribution from Wallenius Wilhelmsen ASA.

Change in fair value of financial assets was USD 1 million, while other financials were a net expense of USD 4 million.

Net profit to equity holders of the company was USD 67 million for the quarter, equal to a USD 1.46 earnings per share (EPS).

Total comprehensive income, including net profit and other comprehensive income, attributable to equity holders of the company was USD 64 million.

Group balance sheet

Total assets were up 2% in the fourth quarter mainly due to an increase in the value of joint venture and associates.

Shareholders' equity was up 2% for the quarter, to USD 2 009 million. As of 31 December, the group equity ratio was 65%.

Group cash and debt

USD million Cash
& cash
equiv.
Curr.
fin.
inv.
IBD Lease
liabil.
NIBD
Maritime Services 174 0 200 31 58
New Energy 7 0 246 103 342
Strategic Holdings and Inv. 50 135 27 35 (124)
Elimination 0 0 0 0 0
Wilhelmsen group 231 135 473 169 276

Cash and cash equivalents were USD 231 million at the end of the fourth quarter, up USD 17 million from the previous quarter. The increase was due to USD 37 million in net cash provided by operating activities, partly offset by divided payment to shareholders.

Total interest-bearing debt including lease liabilities was USD 642 million by the end of the quarter, up USD 11 million from the previous quarter.

Dividend (post quarter event)

The board proposes that the annual general meeting approves 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.

Full year 2021

Preliminary result for the year

Total income for Wilhelmsen was USD 874 million in 2021, up 8% from 2020. Income was up for both Maritime Services and New Energy.

Group EBITDA came in at USD 141 million for the year, up 2%.

Maritime Services EBITDA was USD 89 million in 2021, unchanged from 2020. A general increase in most shipping activities had a positive impact on both Marine Products and Ships Agency, while contribution from Ship Management and non-marine products were down.

New Energy EBITDA was USD 60 million for the year, up 10%. The increase followed improved contribution from both NorSea Group and NorSea Wind.

The Strategic Holdings and Investments segment had a negative EBITDA of USD 8 million, mainly related to net corporate cost.

Share of profit from associates was USD 101 million for the year, compared with a loss of USD 50 million one year earlier. The improvement was due to a strong recovery in financial performance of Wallenius Wilhelmsen ASA.

Change in fair value financial assets was negative with USD 107 million for the year. This followed lower value of the investments in Hyundai Glovis.

Other financials were a net expense of USD 1 million in 2021, with gain on current financial investments and dividend income offsetting interest expenses.

Tax was included with an expense of USD 13 million, mainly related to Maritime Services.

Net profit to equity holders of the company was USD 72 million in 2021, down from USD 117 million in 2020.

Other comprehensive income was negative with USD 35 million, resulting in a total comprehensive income to equity holders of the company of USD 41 million for the year.

Segment information

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 01.01- 01.01- Y-o-Y
Q4'21 Q3'21 Change Q4'20 Change 31.12.21 31.12.20 Change
Total income 153 138 11 % 133 15 % 557 533 5 %
of which Ships Service 134 126 6 % 120 12 % 502 484 4 %
of which Ship Management 19 12 54 % 13 49 % 55 48 15 %
of which other activities/eliminations (0) (0) 0 0 1
EBITDA 24 23 5 % 18 34 % 89 89 0 %
EBITDA margin (%) 16 % 17 % 14 % 16 % 17 %
Operating profit/EBIT 17 16 8 % 11 58 % 62 52 20 %
EBIT margin (%) 11 % 12 % 8 % 11 % 10 %
Share of profit/(loss) from JVs and associates 1 2 0 5 2 242 %
Other financial income/(expenses) 0 (8) 17 (19) (14)
Tax income/(expense) (3) (2) (18) (10) (19)
Profit/(loss) 16 8 101 % 11 46 % 38 20 94 %
Profit margin (%) 10 % 6 % 8 % 7 % 4 %
Non controlling interests 0 0 (0) 0 0
Profit/(loss) to equity holders of the company 16 8 108 % 11 45 % 38 19 97 %

Maritime Services segment

Total income for the Maritime Services segment was USD 153 million in the fourth quarter. This was up 15% from the corresponding period last year and up 11% from the third quarter. The increase was partly due to changes in reporting of a contract, with no net result effect.

EBITDA was USD 24 million, up 34% year-over-year and up 8% from the previous quarter.

Share of profit from joint ventures and associates was USD 1 million while other financial items were nil. Tax was included with an expense of USD 3 million.

The quarter ended with a profit to equity holders of the company of USD 16 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 134 million. This was up 12% from the corresponding period previous year and up 6% from the third quarter. The general increase in shipping activities continued, lifting total income for both Marine Products and Ships Agency. When compared with the third quarter, income was up also for non-marine products mainly due to seasonality.

EBITDA followed the increase in income and was up both year-over-year and compared with the third quarter.

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 19 million, up 49% from the corresponding period previous year and up 54% from the third quarter. Income for the quarter included the full year effect from changing the reporting of a vessel management contract from net to gross value, with no net result effect. Adjusted for this change in reporting, income was stable. On a year-over-year basis, income from full technical management was up while income from layup management was down.

When compared with the previous year, EBITDA was down while share of profit from associates was up.

Other activities

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

Wilhelmsen Insurance Services had a stable development in total income while EBITDA was up for the quarter.

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 01.01- 01.01- Y-o-Y
Q4'21 Q3'21 Change Q4'20 Change 31.12.21 31.12.20 Change
Total income 79 76 4 % 69 14 % 310 277 12 %
of which NorSea Group 69 66 4 % 60 16 % 270 248 9 %
of which other activities/eliminations 9 10 -3 % 10 -2 % 40 29 36 %
EBITDA 11 17 -36 % 13 -15 % 60 55 10 %
EBITDA margin (%) 14 % 22 % 18 % 19 % 20 %
Operating profit/EBIT 2 8 -81 % 1 42 % 24 20 24 %
EBIT margin (%) 2 % 11 % 2 % 8 % 7 %
Share of profit/(loss) from JVs and associates 3 2 44 % 6 -56 % 10 12 -13 %
Other financial income/(expenses) (6) (4) (4) (18) (17)
Tax income/(expense) (3) 0 (3) (3) (3)
Profit/(loss) (4) 6 neg. 0 neg. 14 10 44 %
Profit margin (%) -5 % 8 % 0 % 5 % 4 %
Non controlling interests 0 2 (0) 7 3
Profit/(loss) to equity holders of the company (4) 4 neg. 0 8 7 14 %

New Energy segment

Total income for the New Energy segment was USD 79 million in the fourth quarter. This was up 14% from the corresponding period last year and up 4% from the third quarter.

EBITDA was USD 11 million, down 15% from the corresponding period last year and down 36% from the previous quarter.

Share of profit from joint ventures and associates was USD 3 million in the fourth quarter, while other financials were included with a net expense of USD 6 million.

Profit to equity holders of the company was a loss of USD 4 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 69 million. This was up 16% year-over year and up 4% from the third quarter. The increase from previous year followed a general higher activity for most operations, including related to offshore wind.

EBITDA was down for the quarter due to a combination of restructuring cost related to a business unit and ramp up cost related to new business development.

Share of profit from joint ventures and associates in NorSea Group was USD 3 million in the fourth quarter.

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.

On 8 November, Edda Wind ASA announced launching an initial public offering (IPO). Following completion of the IPO, Wilhelmsen owns 16.5 million shares in Edda Wind ASA, representing 25.7% of total shares.

Share of profit from Edda Wind ASA was nil in the quarter.

The book value of the 25.7% shareholding in Edda Wind ASA was USD 57 million at the end of the fourth quarter.

Other activities

This includes NorSea Wind (owned 50% by NorSea Group and 50% by Wilhelmsen Ship Management), 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 up yearover-year and in line with the third 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 01.01- 01.01- Y-o-Y
Q4'21 Q3'21 Change Q4'20 Change 31.12.21 31.12.20 Change
Total income 5 4 13 % 4 29 % 17 13 30 %
of which operating revenue 5 4 13 % 4 29 % 17 13 30 %
of which gain/(loss) on sale of assets 0 0 0 0 0
EBITDA (4) (2) (2) (8) (6)
Operating profit/EBIT (5) (3) (3) (13) (11)
Share of profit/(loss) from JVs and associates 59 20 190 % 22 163 % 85 (63) neg.
of which Wallenius Wilhelmsen ASA 59 20 190 % 22 >500% 85 (63) neg.
of which other/eliminations (0) 0 1 (0) 1
Change in fair value financial assets 1 (180) 215 (107) 194
of which Hyundai Glovis 3 (183) 205 (115) 202
of which other financial assets (2) 3 10 8 (9)
Other financial income/(expenses) 1 5 -85 % 9 -93 % 35 33 9 %
of which investment management in parent 1 3 9 21 13
of which dividend income Hyundai Glovis (0) 0 1 13 13
of which other financial income/(expense) 1 1 (0) 1 6
Tax income/(expense) (0) 1 (2) (1) (5)
Profit/(loss) for the period 55 (157) 242 (0) 148
Non controlling interests (0) (47) 55 (27) 57
Profit/(loss) to equity holders of the company 55 (110) 187 27 91

Strategic Holdings and Investments segment

The Strategic Holdings and Investments segment reported a USD 55 million profit to equity holders of the company in the fourth quarter. This reflected a strong contribution from Wallenius Wilhelmsen ASA.

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 59 million in the quarter. This was up from USD 22 million in the corresponding period last year, and up from USD 20 million in the third quarter.

The book value of the 37.8% shareholding in Wallenius Wilhelmsen ASA was USD 886 million at the end of the fourth 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 3 million for the quarter. The value of the investment in Hyundai Glovis was USD 583 million at the end of the fourth quarter.

On 15 November, Treasure ASA announced buy back of 6 000 000 own shares out of a total of 213 835 000 shares issued. Wilhelmsen did not participate in the buy back, maintaining its holding of 160 000 000 shares in Treasure ASA.

Financial investments

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

Financial income from investment management was USD 1 million for the quarter. The market value of current financial investments was USD 135 million by the end of the fourth quarter.

Change in fair value of non-current financial assets was a loss of USD 2 million for the quarter. The market value at the end of the fourth quarter was USD 105 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 4 million for the quarter. This mainly related to 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.

For Marine Products and Ships Agency (reported under Ships Service), it is expected that the high activity level within most shipping segments will continue. This will have a positive impact on operating income. Uncertainties will remain related to activity level within cruise.

For Ship Management, operating income is expected to gradually increase, supported by a targeted growth in ships on 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 lower activity during the Nordic winter season followed by an expected increase in the second quarter.

Edda Wind ASA has since the end of the quarter ordered three new vessels, increasing its future fleet capacity from eight to 11 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.

Share of profit from Wallenius Wilhelmsen ASA continued to improve during 2021. Wallenius Wilhelmsen expects the supply-demand balance in its shipping activities to remain favorable over the mid-term.

Investments accounted for on a market value basis has been impacted by a general weak equity market during the early part of 2022.

Wilhelmsen group

The increased focus and intention to invest further in Maritime Services and New Energy will lead to future growth.

The Wilhelmsen group activities and investments are focused on the maritime industry, new energy, and global trade. While uncertainty persists, specifically regarding inflationary pressure and cost development, the underlying trend remains positive supporting a gradual growth in operating income from continued operations.

Oslo, 17 February 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 Q4 Q4 YTD Full year
2021 2020 2021 2020
Operating revenue 228 199 873 807
Other income
Other gain/(loss) 5 2 2 5
Total income 233 202 874 812
Operating expenses
Cost of goods and change in inventory (78) (59) (277) (243)
Employee benefits (85) (82) (321) (299)
Other expenses (38) (33) (136) (131)
Operating profit before depreciation and amortisation 31 29 141 138
Depreciation, amortisation and impairment 6/7 (17) (20) (68) (78)
Operating profit 14 9 73 60
Share of profit/(loss) from joint ventures and associates 4 63 29 101 (50)
Change in fair value financial assets
Other financial income/(expenses)
9
10
1
(4)
215
23
(107)
(1)
192
2
Profit before tax 73 275 66 205
Tax income/(expense) (6) (23) (13) (27)
Profit for the period 67 253 53 178
Attributable to: equity holders of the company 67 26 72 117
non-controlling interests 0 54 (20) 61
Basic earnings per share (USD) 8 1,46 4,45 1,63 2,63
Comprehensive income - financial report
Q4 Q4 YTD Full year
USD mill 2021 2020 2021 2020
Profit for the period 67 253 53 178
Items that may be reclassified to income statement
Cash flow hedges (net after tax) 1 2 4 (3)
Comprehensive income from associates 4 (2) 4 (4)
Currency translation differences (10) 79 (44) 33
Items that will not be reclassified to income statement
Remeasurement postemployment benefits, net of tax 1 (1) 1 (3)
Other comprehensive income, net of tax (4) 78 (35) 23
Total comprehensive income for the period 63 330 17 200
Total comprehensive income attributable to:
Equity holders of the company 64 273 41 141
Non-controlling interests (2) 57 (23) 59
Total comprehensive income for the period 63 330 17 200

Balance sheet - financial report

USD mill Note 31.12.2021 31.12.2020
Deferred tax assets 5 64 55
Goodwill and other intangible assets 6 135 141
Properties and other tangible assets 6 542 560
Right-of-use assets 7 155 177
Investments in joint ventures and associates 4 1 093 973
Financial assets to fair value 9 688 801
Other non current assets 25 28
Total non current assets 2 702 2 736
Inventory 93 84
Current financial investments 135 124
Other current assets 287 274
Cash and cash equivalents 231 269
Total current assets 746 751
Total assets 3 448 3 488
Paid-in capital 8 118 122
Retained earnings 8/11 1 891 1 886
Shareholders' equity 2 009 2 008
Non-controlling interests 221 257
Total equity 2 230 2 265
Pension liabilities 26 25
Deferred tax liabilities 5 11 12
Non-current interest-bearing debt 12/13 203 426
Non-current lease liabilities 7/12 139 161
Other non-current liabilities 17 23
Total non current liabilities 396 647
Current income tax 13 14
Public duties payable 13 14
Current interest-bearing debt 12/13 270 38
Current lease liabilities 7/12 30 31
Other current liabilities 495 478
Total current liabilities 821 576
Total equity and liabilities 3 448 3 488

Cash flow statement - financial report

USD mill Q4 Q4 YTD Full year
Note 2021 2020 2021 2020
Cash flow from operating activities
Profit/(loss) before tax 73 275 66 205
Share of (profit)/loss from joint ventures and associates (63) (29) (101) 50
Changes in fair value financial assets 9 (1) (215) 107 (192)
Other financial (income)/expenses 4 (23) 1 (2)
Depreciation, amortisation and impairment 6/7 17 20 68 78
Other (gain)/loss 6 (5) (2) (2) (5)
Change in net pension asset/liability (0) (1) 1 (0)
Change in inventories (7) 1 (13) 1
Change in working capital 24 35 8 70
Tax paid (company income tax, withholding tax) (7) (3) (14) (9)
Net cash provided by operating activities 37 58 122 194
Cash flow from investing activities
Dividend received from joint ventures and associates 4 10 13 21
Proceeds from sale of fixed assets 6/7 20 2 26 7
Investments in fixed assets 6 (18) (12) (45) (37)
Investments in subsidaries, joint ventures and associates (3) (25) (36) (34)
Loan repayments received from sale of subsidiaries - - (16) (0)
Loans granted to joint ventures and associates - - 2 -
Proceeds from dividend and sale of financial investments 2 26 62 146
Current financial investments (5) (23) (54) (62)
Interest received 1 0 1 1
Changes in other investments - - (6) -
Net cash flow from investing activities 1 25 (53) 41
Cash flow from financing activities
Net proceeds from issue of debt after debt expenses 42 12 70 19
Repayment of debt (27) (13) (71) (60)
Repayment of lease liabilities (7) (3) (30) (18)
Interest paid including interest derivatives
Interest paid lease liabilities
(3)
(2)
(4)
(2)
(15)
(9)
(18)
(10)
Cash from/ to financial derivatives (3) 1 7 (14)
Dividend to shareholders/purchase of own shares (22) (3) (58) (18)
Net cash flow from financing activities (21) (13) (106) (119)
Net increase in cash and cash equivalents 1 17 70 (37) 115
Cash and cash equivalents at the beg. of the period 1 214 199 269 153
Cash and cash equivalents at the end of the period 1 231 269 231 269

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 31.12.2020 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 acquired 6.000.000 own shares in November 2021 and hold 6.000.000 shares 31 December 2021.

Balance at 31.12.2019 122 (4) 1 761 1 880 202 2 082
Profit/(loss) for the period 117 117 61 178
Other comprehensive income 24 24 (1) 23
Purchase of own shares Treasure Group* - (3) (3) (3)
Change in non-controlling interests - (1) (1)
Paid dividend to shareholders (9) (9) (3) (13)
Balance 31.12.2020 122 (4) 1 890 2 008 257 2 265

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 2020 for Wilh.Wilhelmsen Holding ASA group, which has been prepared in accordance with IFRS endorsed by the EU.

Basic policies

The accounting policies implemented are consistent with those of the annual financial statements for WWI for the year end 31 December 2020.

Note 2 - Significant acquisitions and disposals

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%.

2020

During Q4 2020 the group acquired 25% of Edda Wind group and 50% of Wilhelmsen Ahrenkiel group. No other material disposal or acquisition.

Roundings

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

Account receivables

Maritime Services and New Energy's customers are still impacted by the COVID-19 pandemic. The global economic development is currently still uncertain for customers operations and liquidity.

Note 3 - Segment reporting: Income statement per operating segment

Strategic
USD mill Services Maritime New Energy Holdings and
Investments
Eliminations WWH group
total
Quarter Q4
2021
Q4
2020*
Q4
2021
Q4
2020*
Q4
2021
Q4
2020*
Q4
2021
Q4
2020*
Q4
2021
Q4
2020*
Operating revenue 148 131 79 69 5 4 (3) (4) 228 199
Other gain/(loss) 5 2 (0) 0 - 0 - - 5 2
Total income 153 133 79 69 5 4 (3) (4) 233 202
Operating expenses
Cost of goods and change in inventory (54) (38) (24) (20) (0) (0) 0 0 (78) (59)
Employee benefits (51) (51) (30) (27) (5) (4) 0 0 (85) (82)
Other expenses (24) (26) (14) (9) (3) (2) 3 4 (38) (33)
Operating profit/(loss) before depreciation
and amortisation 24 18 11 13 (4) (2) (0) (0) 31 29
Depreciation and impairments (7) (7) (9) (11) (1) (1) - - (17) (20)
Operating profit/(loss) 17 11 2 1 (5) (3) (0) (0) 14 9
Share of profit from joint ventures and associates 1 0 3 6 59 22 - - 63 29
Change in fair value financial assets - - - (0) 1 215 - - 1 215
Other financial income/(expenses) 0 17 (6) (4) 1 9 (0) 0 (4) 23
Profit/(loss) before tax 19 28 (1) 4 55 243 (0) (0) 73 275
Tax income/(expense) (3) (18) (3) (3) (0) (2) - - (6) (23)
Profit/(loss) 16 11 (4) 0 55 242 (0) (0) 67 253
Non-controlling interests 0 (0) 0 (0) (0) 55 - - 0 54
Profit/(loss) to the equity holders of the
company
16 11 (4) 0 55 187 (0) (0) 67 198

Cont. Note 3 - Segment reporting: Income statement per operating segment

USD mill Maritime
Services
New Energy
Strategic
Holdings and
Investments
Eliminations WWH group
total
YTD YTD 2021 YTD 2020* YTD 2021 YTD 2020* YTD 2021 YTD 2020* YTD 2021 YTD 2020* YTD
2021
YTD
2020*
Operating revenue 555 531 310 274 17 13 (9) (11) 873 807
Other gain/(loss) 2 2 0 3 - 0 - 2 5
Total income 557 533 310 277 17 13 (9) (11) 874 812
Operating expenses
Cost of goods and change in inventory (185) (160) (91) (83) (1) (1) 0 0 (277) (243)
Employee benefits (200) (194) (106) (93) (15) (12) 0 0 (321) (299)
Other expenses (83) (89) (53) (46) (9) (6) 9 11 (136) (131)
Operating profit before depreciation and
amortisation
89 89 60 55 (8) (6) (0) (0) 141 138
Depreciation and impairments (27) (38) (36) (35) (5) (5) - - (68) (78)
Operating profit 62 52 24 20 (13) (11) (0) (0) 73 60
Share of profit/(loss) from associates 5 2 10 12 85 (63) - - 101 (50)
Changes in fair value financial assets - - - (2) (107) 194 - - (107) 192
Net finance income / expenses (19) (14) (18) (17) 35 33 (0) 0 (1) 2
Profit/(loss) before tax 48 39 17 13 0 153 (0) 0 66 205
Tax income/(expense) (10) (19) (3) (3) (1) (5) - - (13) (27)
Profit/(loss) for the period 38 20 14 10 (0) 148 (0) 0 53 178
Non-controlling interests 0 0 7 3 (27) 57 - - (20) 61
Profit/(loss) to the owners of parent 38 19 8 7 27 91 (0) 0 72 117

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

Total
31.12
31.12
2021
2020*
64
55
135
141
542
560
155
177
1 093
973
688
801
25
28
135
124
380
359
231
269
(12) 3 448
3 488
2 009
2 008
221
257
11
12
473
464
169
192
43
48
522
506
(12) 3 448
3 488

Cont note 3 - Segment reporting: Cash flow per segment

USD mill Maritime Services
New Energy
Strategic Holdings and
Investments
Quarter Q4 2021 Q4 2020* Q4 2021 Q4 2020* Q4 2021 Q4 2020*
Profit/(loss) before tax 19 28 (1) 4 55 243
Change in fair value financial assets - - - 0 (1) (215)
Share of (profit)/loss from joint ventures and associates (1) (0) (3) (6) (59) (22)
Other financial (income)/expenses (0) (17) 6 4 (1) (9)
Depreciation/impairment 7 7 9 11 1 1
Change in working capital 1 (11) 7 33 1 (9)
Net (gain)/loss from sale of subsidiaries and fixed assets (5) 6 1 (0) - -
Net cash provided by operating activities 20 14 18 46 (3) (11)
Dividend received from joint ventures and associates 0 0 4 10 - (0)
Net sale/(investments) in fixed assets 7 (2) (10) (3) 1 -
Net sale/(investments) and repayment/(granted loan) to entities 1 (1) 4 (20) 1 0
Current financial investments 0 0 0 0 2 63
Net changes in other investments - - (0) 1 (1) -
Net cash flow from investing activities 9 (2) (1) (12) 2 63
Net change of debt (3) (3) (14) (18) 21 (1)
Net change in other financial items (1) (2) (4) (4) (1) (0)
Net dividend/ loan from other segments/ to shareholders (3) (0) (1) (1) (22) (0)
Net cash flow from financing activities (8) (5) (19) (22) (2) (1)
Net increase in cash and cash equivalents 21 6 (2) 11 (2) 52
Cash and cash equivalents at the beg.of the period 153 168 9 1 52 31
Cash and cash equivalents at the end of period 174 174 7 12 50 83

Note 4 - Investment in joint ventures and associates

Joint ventures and associates at end December 2021 are:

31.12.2021 31.12.2020
Strategic Holdings and Investments: Ownership Booked value Booked value
Wallenius Wilhelmsen ASA 37.8% 886 798
Maritime services:
Wilhelmsen Ahrenkiel Ship group 50 % 9 10
Associates 20 - 50% 14 12
New Energy:
Joint venture
Coast Center Base 50 % 102 103
Vikan Næringspark Invest AS 50 % 18 18
Associates
Edda Wind group 25.7% 57 23
Other 33-49% 7 8
Total investment in joint ventures and associates 1 093 973
Share of profit from/(loss) joint ventures and associates Q4 2021 Q4 2020 YTD 2021 YTD 2020
Wallenius Wilhelmsen ASA 59 22 85 (63)
Other joint ventures and associates in Strategic Holdings and Investments (0) 1
(0)
1
Joint ventures and associates in New Energy 3 5
10
11
Joint ventures and associates in Maritime Services 2 0
5
1
Share of profit/(loss) from joint ventures and associates 63 29 101 (50)

Note 5 - 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.

Note 6 - Tangible and intangible assets

Other tangible Intangible
USD mill Vessels Properties assets 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
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
Other tangible Intangible
USD mill Vessels Properties assets assets Total
2020 - Full year
Cost 1.1 35 560 244 227 1 066
Acquisition 0 19 11 7 37
Reclass/disposal - (4) (21) (44) (69)
Currency translation differences 1 22 6 3 33
Cost 31.12 36 596 241 194 1 067
Accumulated depreciation and impairment losses 1.1 (19) (175) (90) (77) (361)
Depreciation/amortisation (1) (16) (11) (7) (35)
Reclass/disposal - 3 12 41 56
Impairment (2) (1) - (11) (14)
Currency translation differences (1) (9) (3) 1 (12)
Accumulated depreciation and impairment losses 31.12 (23) (198) (92) (52) (366)
Carrying amounts 31.12 13 398 149 141 702

Note 7 - 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
2021 - Full year 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 31.12
-
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 31.12
-
(55) (4) (59)
Carrying amounts 31.12
-
145 10 155
2020 - Full year Other tangible
Property assets Total
Cost 1.1 -
191
12 203
Additions including remeasurements -
16
5 21
Reclass/disposal including cancellations -
(12)
(5) (16)
Currency translation differences -
6
0 6
Cost 31.12 -
201
13 214
Accumulated depreciation and impairment losses 1.1 -
(27)
(4) (30)
Depreciation/amortisation -
(26)
(3) (29)
Reclass/disposal -
21
4 24
Currency translation differences -
(2)
(0) (2)
Accumulated depreciation and impairment losses 31.12 -
(34)
(3) (37)
Carrying amounts 31.12 -
168
9 177

Note 8 - 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 2021 and 2020.

Note 9 - Financial assets to fair value

USD mill 31.12.2021 31.12.2020
Financial assets to fair value
At 31 December 801 675
Acquisition 2 9
Sale during the year (86)
Return of capital (2)
Currency translation adjustment through other comprehensive income (6) 11
Change in fair value through income statement (107) 192
Total financial assets to fair value 688 801

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

Note 10 - Other financial income/(expenses)

Q4 Q4 YTD YTD
2021 2020 2021 2020
1 9 21 13
1 0 1 1
3 0 19 17
(8) (7) (30) (36)
(0) (9) 1 (7)
(1) 29 (14) 15
(4) 23 (1) 2

Note 11 - Paid dividend

Dividend for fiscal year 2020 was NOK 5.00 (NOK 3.00 pluss 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. A decision on this proposal will be taken 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 12 - Interest-bearing debt including lease liabilities

USD mill 31.12.2021 31.12.2020
Non current interest-bearing debt 203 426
Current interest-bearing debt 270 38
Non current lease liabilities 139 161
Current lease liabilities 30 31
Total interest-bearing debt 642 657
Cash and cash equivalents 231 269
Current financial investments 135 124
Net interest-bearing debt 276 264

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 December 2021 (analogous for 31 December 2020).

Specification of interest-bearing debt
USD mill 31.12.2021 31.12.2020
Interest-bearing debt
Bankloan 473 464
Lease liabilities 169 192
Total interest-bearing debt 642 657
Repayment schedule for interest-bearing debt
Due in 1 year 300 83
Due in 2 year 204 220
Due in 3 year 22 32
Due in 4 year 26 30
Due in 5 year and later 90 291
Total interest-bearing debt 642 657

Note 13 - Financial level

USD mill Level 1 Level 2 Level 3 Total
2021
Financial assets at fair value
Equities 77 77
Bonds 58 58
Financial assets at fair value 664 0 24 688
Total financial assets 31.12 798 0 24 823
Financial liabilities at fair value
Financial derivatives (6) (6)
Total financial liabilities 31.12 0 (6) 0 (6)
2020
Financial assets at fair value
Equities 72 72
Bonds 48 48
Financial derivatives 20 20
Financial assets at fair value 778 5 18 801
Total financial assets 31.12 898 25 18 940
Financial liabilities at fair value
Financial derivatives (0) (9) (9)
Total financial liabilities 31.12 0 26 0 (9)

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 December 2021 are liquid investment grade bonds (analogous for 2020).

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 14 - 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.

governing such transactions are based on commercial market terms.

In addition Maritime Services have several transactions with associates. The contracts

Note 15 - 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 16 - Events occurring after the balance sheet date

In January 2022, Wilhelmsen Ship Management, part of the Maritime Services segment, signed an agreement to acquire 80% of the shares in Ahrenkiel Tankers (to be renamed Barber Ship Management).

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

No other 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.

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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