Quarterly Report • Nov 15, 2017
Quarterly Report
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Hunter Group ASA Third-quarter results 2017
The management continued assessment of numerous investment opportunities within the oil service sector.
Focus and capital discipline is key when assessing opportunities in order to generate sustainable value.
General for the market, is relatively low M&A activity within targeted segments, therefore the management team has spent a lot of time in search of potential candidates.
One of the challenges, is to find the right opportunity, where combination of sustainable value proposition and capital structure will generate long term shareholder value for Hunter Group.
Reorganization of Badger Explorer technology in a new Indicator AS was completed during the quarter.
The reorganized Indicator has limited cash burn from year end.
Indicator has continued the dialogue with CNPC-DR for sponsoring of the Development Program, however the dialogue with CNPC-DR is challenging.
Hunter Group is pursuing alternatives with respect to Indicator and will keep the investors updated accordingly.
Gulf Marine Services (GMS) received approval from American Bureau of Shipping (ABS) for its selfpropelled self-elevating support vessel (SESV), outfitted with Dwellop's Cantilivered Work Over Rig (WOR). The SESV is now being marketed and Dwellop's WOR solution has received considerable interest.
The market is still very demanding and no significant orders were received in Q3, neither has any significant tenders quoted by Dwellop been awarded to competitors.
The sales team has been strengthened with more resources and coordination of efforts which has contributed to an increased flow of quotations.
In September Dwellop was certified according to the new ISO 9001:2015 standard.
No material development in the patent infringement accusations from WellPartner. Hunter Group is, as disclosed earlier, held harmless should a negative outcome materialize. Management still believe that these accusations will not impact the business negatively.
In October, Dwellop received a termination notice from ENI with respect to rental of an tension frame for the Goliat platform. Dwellop is assessing whether to initiate action regarding the legality of the termination. The monthly rental revenues was NOK 0.7m (please see note 10 for further information).
The outlook for oil services still remains challenging. Even with oil price levels above USD 60 and oil companies apparently are entering into expansion mode, operational and investments decisions are lagging. It is anticipated that the increased oil price, in combination with reserves depletion is likely to improve activity levels in the oil and gas industry.
A positive market signal is that oil companies now have started to pay for engineering studies.
Looking forward there are reasons to believe that there will be an improvement in the market for Dwellop, as activity is increasing and numbers of RFQ's (Request For Quotation) are rising. Furthermore, Dwellop is in discussions with clients regarding WOR, WIC and Hunter Crane and management strive to materialize these opportunities.
In light of the positive market signals, Hunter Group will continue to focus on investment in technologies within oil companies "opex territory" which will increase their return on existing offshore infrastructure.
| Quarters | Year to date | |||||
|---|---|---|---|---|---|---|
| Unaudited figures in NOK 1 000 | Q3 2017 | Q3 2016 | Note | 30.09.2017 | 30.09.2016 31.12.2016 | |
| Revenues | ||||||
| Revenues | 9 535 | 5 | 32 579 | 47 | 66 | |
| Total Revenues | 9 535 | 5 | 32 579 | 47 | 66 | |
| Operating expenses | ||||||
| Raw matrials and consumables | 1 041 | 201 | 15 011 | 1 497 | 1 561 | |
| Payroll expenses | 8 741 | 1 166 | 19 639 | 2 996 | 4 140 | |
| Depreciation and amortisation expense | 3 681 | 15 | 3 | 6 132 | 95 | 99 |
| Net write-down intangible assets and capitalized grants | 0 | 0 | 3 | 69 374 | 0 | 0 |
| Other operating expenses | 8 296 | 731 | 21 229 | 3 088 | 4 391 | |
| Capitalised development cost | 0 | -632 | -1 915 | -3 105 | -3 515 | |
| Total operating expenses | 21 760 | 1 481 | 129 470 | 4 571 | 6 676 | |
| Operating profit (loss) | -12 225 | -1 476 | -96 890 | -4 524 | -6 610 | |
| Interest income | 317 | 0 | 1 667 | 0 | 0 | |
| Finance income | 1 242 | 0 | 1 966 | 0 | 0 | |
| Other financial income | 0 | 0 | 0 | 0 | 0 | |
| Interest expenses | -188 | -105 | -491 | -347 | -445 | |
| Other financial expenses | -1 960 | 0 | -2 542 | 0 | 0 | |
| Net financial income (loss) | -590 | -105 | 601 | -347 | -445 | |
| Profit (loss) before taxes | -12 815 | -1 581 | -96 289 | -4 871 | -7 055 | |
| Tax on ordinary result | 0 | 0 | 8 | 17 796 | 0 | 0 |
| Net profit (loss) | -12 815 | -1 581 | -78 493 | -4 871 | -7 055 | |
| Earnings per share | -0,01 | -0,09 | -0,08 | -0,26 | -0,38 | |
| Earnings per share diluted | -0,01 | -0,09 | -0,08 | -0,26 | -0,38 | |
| Quarters | Year to date | |||||
| Unaudited figures in NOK 1 000 | Q3 2017 | Q3 2016 | 30.09.2017 | 30.09.2016 31.12.2016 | ||
| Total comprehensive income | ||||||
| Profit (loss) for the period | -12 815 | -1 581 | -78 493 | -4 871 | -7 055 | |
| Other | 0 | 0 | 0 | 0 | 0 | |
| Translation differences | 0 | 0 | 0 | 0 | 0 | |
| Comprehensive income for the period | -12 815 | -1 581 | -78 493 | -4 871 | -7 055 | |
| Total comprehensive income attributable to: | ||||||
| Equity holders of the parent | -12 815 | -1 581 | -78 493 | -4 871 | -7 055 | |
| Non-controlling interest | 0 | 0 | 0 | 0 | 0 | |
| Total comprehensive income | -12 815 | -1 581 | -78 493 | -4 871 | -7 055 |
| Assets | |
|---|---|
| (Unaudited figures in NOK 1 000) | Note | 30.09.2017 | 30.06.2017 | 30.09.2016 | 31.12.2016 |
|---|---|---|---|---|---|
| NON-CURRENT ASSETS | |||||
| Research and development | 2, 3 | 19 259 | 20 688 | 149 316 | 149 632 |
| Patents and customer relationships | 2, 3 | 20 279 | 21 648 | 387 | 387 |
| Goodwill | 2, 3 | 58 655 | 58 655 | 0 | 0 |
| Total intangible assets | 98 193 | 100 990 | 149 703 | 150 019 | |
| Property, plant, equipment & machineries | 26 322 | 27 206 | 28 | 24 | |
| Total tangible assets | 26 322 | 27 206 | 28 | 24 | |
| TOTAL NON-CURRENT ASSETS | 124 515 | 128 196 | 149 730 | 150 043 | |
| CURRENT ASSETS | |||||
| Inventories | 13 273 | 1 188 | 0 | 0 | |
| Total inventories | 13 273 | 1 188 | 0 | 0 | |
| Accounts receivables | 24 771 | 48 314 | 0 | 0 | |
| Other short-term receivables | 3 894 | 6 816 | 2 227 | 605 | |
| Total current receivables | 28 664 | 55 131 | 2 227 | 605 | |
| Cash and cash equivalents | 286 827 | 286 815 | 327 | 335 | |
| TOTAL CURRENT ASSETS | 328 764 | 343 133 | 2 554 | 940 | |
| TOTAL ASSETS | 453 279 | 471 329 | 152 284 | 150 983 |
| (Unaudited figures in NOK 1 000) | Note | 30.09.2017 | 30.06.2017 | 30.09.2016 | 31.12.2016 |
|---|---|---|---|---|---|
| EQUITY | |||||
| Share capital | 4 | 163 948 | 163 948 | 2 317 | 2 317 |
| Share premium | 4 | 504 507 | 504 507 | 218 070 | 218 070 |
| Additional paid-in capital | 4 | 0 | 0 | 3 869 | 3 935 |
| Other equity | 4 | -239 835 | -227 082 | -163 219 | -165 403 |
| TOTAL EQUITY | 428 619 | 441 373 | 61 037 | 58 919 | |
| LIABILITIES | |||||
| Capitalized grants | 3 | 0 | 0 | 81 500 | 81 500 |
| Other interest-bearing debt | 12 600 | 13 500 | 0 | 0 | |
| Total non-current liabilities | 12 600 | 13 500 | 81 500 | 81 500 | |
| Trade creditors | 4 585 | 7 483 | 1 979 | 2 063 | |
| Accrued public charges and indirect taxes | -222 | 563 | 456 | 281 | |
| Taxes payable | 0 | 0 | 0 | 0 | |
| Debt financial institutions | 3 600 | 3 600 | 6 910 | 6 889 | |
| Other current liabilities | 4 097 | 4 811 | 402 | 1 331 | |
| Total current liabilities | 12 060 | 16 456 | 9 747 | 10 564 | |
| TOTAL LIABILITIES | 24 660 | 29 956 | 91 247 | 92 064 | |
| TOTAL EQUITY AND LIABILITIES | 453 279 | 471 329 | 152 284 | 150 983 |
| Quarters | Year to date | Year end | ||||
|---|---|---|---|---|---|---|
| Unaudited figures in NOK 1 000 | Q3 2017 | Q3 2016 Note | 30.09.2017 | 30.09.2016 | 31.12.2016 | |
| Contribution from operations before tax | -9 201 | -1 494 | -21 835 | -4 727 | -6 730 | |
| Change in accounts receivables and accounts payables | 20 708 | -861 | 9 402 | -1 098 | -1 015 | |
| Change in inventory | -12 086 | 0 | -4 370 | 0 | 0 | |
| Change in other receivables and payables and other | 1 362 | 542 | -5 151 | -298 | -376 | |
| Net cash flow from operating activities | 783 | -1 813 | -21 953 | -6 124 | -8 121 | |
| Capitalization of development cost | 0 | -632 | -1 915 | -3 105 | -3 516 | |
| Net investments in PPE & intangible assets | 0 | 0 | 2 | -60 000 | 0 | 0 |
| Net cash flow from investment activities | 0 | -632 | -61 915 | -3 105 | -3 516 | |
| Public grants | 0 | 0 | 1 061 | 2 619 | 5 166 | |
| Contribution from industry partners | 0 | 2 500 | 0 | 6 500 | 6 500 | |
| Interest received | 317 | 3 | 1 667 | 22 | 30 | |
| Interest paid | -188 | -108 | -491 | -369 | -488 | |
| Proceeds from borrowings financial institution | -900 | 89 | -8 654 | 198 | 178 | |
| Capital contribution | 0 | 0 | 4 | 385 368 | 0 | 0 |
| Transaction cost capital contribution | 0 | 0 | 2 | -18 069 | 0 | 0 |
| Net cash flow from financing activities | -772 | 2 484 | 360 882 | 8 970 | 11 386 | |
| Total net changes in cash flow | 12 | 39 | 277 014 | -259 | -251 | |
| Cash in acquired company | 0 | 0 | 2 | 9 478 | 0 | 0 |
| Cash and cash equivalents beginning of period | 286 815 | 288 | 335 | 586 | 586 | |
| Cash and cash equivalents end of period | 286 826 | 327 | 286 826 | 327 | 335 | |
| Profit (loss) attributable to equity holders | ||||||
| of the parent | -12 815 | -1 581 | -96 289 | -4 871 | -7 055 | |
| Employee options | 61 | -33 | 125 | -298 | -232 | |
| Depreciation | 3 681 | 15 | 6 132 | 95 | 99 | |
| Net write-down intangible assets and capitalized grants | 0 | 0 | 69 374 | 0 | 0 | |
| Financial income | -317 | - 3 |
-1 667 | -22 | -30 | |
| Financial expenses | 188 | 108 | 491 | 369 | 488 | |
| * Contribution from operations before tax | -9 201 | -1 494 | -21 835 | -4 727 | -6 730 |
Changes in various cash flow items year to date September 30, 2017 is reflecting the change in Dwellop's items from May 2, 2017 to September 30, 2017.
| Share | Share | Other paid- | Retained | Total | ||
|---|---|---|---|---|---|---|
| Unaudited figures in NOK 1 000 | Note | Capital | premium | in capital | earnings | equity |
| Equity as of 01.01.2016 | 2 317 | 218 070 | 4 167 | -158 347 | 66 207 | |
| Total comprehensive income per 3Q 2016 | 0 | 0 | 0 | -4 871 | -4 871 | |
| Option plan payment | 0 | 0 | -298 | 0 | -298 | |
| Equity as of 30.09.2016 | 2 317 | 218 070 | 3 869 | -163 218 | 61 038 | |
| Total comprehensive income 4Q 2016 | 0 | 0 | 0 | -2 185 | -2 185 | |
| Option plan payment | 0 | 0 | 66 | 0 | 66 | |
| Equity as of 31.12.2016 | 2 317 | 218 070 | 3 935 | -165 403 | 58 919 | |
| Total comprehensive income per 3Q 2017 | 0 | 0 | 0 | -78 493 | -78 493 | |
| Private placement 16 January 2017 | 45 000 | 0 | 0 | 0 | 45 000 | |
| Private placement 28 February 2017 | 75 000 | 225 000 | 0 | 0 | 300 000 | |
| Private placement 7 March 2017 | 10 000 | 0 | 0 | 0 | 10 000 | |
| Private placement 31 March 2017 | 7 592 | 22 776 | 0 | 0 | 30 368 | |
| Issuance of shares 22 May 2017 | 24 038 | 56 731 | 0 | 0 | 80 769 | |
| Transactions costs and reclassifications | 0 | -18 069 | -3 935 | 3 935 | -18 069 | |
| Option plan payment | 0 | 0 | 0 | 125 | 125 | |
| Equity as of 30.09.2017 | 163 947 | 504 507 | 0 | -239 836 | 428 619 |
The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the financial statements as of 31 December 2016 (IFRS as adopted by EU). Please refer to the financial statements for 2016 for description of the accounting policies. The Group has adopted the following accounting policies in 2017 because of the acquisition:
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and losses resulting from intragroup transactions and dividends are eliminated in full. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
Goodwill is initially measured at cost being the excess of the aggregate of consideration transferred and the amount recognised over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units. The Company assesses whether there are any indications that goodwill is impaired at each reporting date. Goodwill is tested for impairment, annually and when circumstances indicate that the carrying value may be impaired. Impairment of goodwill is determined by assessing the recoverable amount of the cash-generating units, to which the goodwill relates.
1A. Where the recoverable amount of the cashgenerating units is less than their carrying amount an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Inventory is valued at the lower of cost and net realizable value. Cost incurred in bringing raw materials to its present location and condition are accounted for by purchase cost on a first in, first out basis. Cost incurred in bringing finished goods and work in progress to its present location and condition are accounted for by cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.
Revenue from sale of goods is recognised at the time of delivery. Services are recognised as they are delivered. Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the end of the reporting period. The percentage of completion is measured based on the proportion of hours incurred for work performed to date relative to the estimated total estimated hours in the project. For projects that are expected to generate a loss, the entire estimated loss is taken immediately.
IFRS 15 Revenue from contracts with customers IASB and FASB have issued a new joint standard for revenue recognition, IFRS 15. The standard supersedes all existing standards and interprettations for revenue recognition. The core principle of IFRS 15 is that revenue is recognized to reflect the transfer of promised goods or services to customers, and then at an amount that reflects the consideration the company expects to be entitled to in exchange for those goods or services. The standard applies to all income contracts and contains a model for recognition and measurement of sale of certain non-financial assets.
Hunter Group is in the process of evaluation the potential consequences of the new standard. The main focus is assessment of long term contracts as they represent a material part of the Group's total revenue. It is expected that revenue recognition over time will continue as the main accounting method for long-term contracts. The Company is currently measuring progress on ongoing projects based on hours incurred for work performed to date relative to the estimated total hours in the project, and the new standard might change the principle for how accruals of progress for ongoing projects at period end will be measured. There is no material ongoing projects in the company at 30 September 2017. The assessment for the accounting impact for the new standard will continue in 2017. The standard has accounting effect from 1 January 2018, and the company has not yet decided if they will implement the standard by applying the full retrospective method or the modified retrospective method.
Effective from 1 January, 2019, IFRS 16 covers the recognition of leases and related disclosure in the financial statements, and will replace IAS 17 Leases. In the financial statement of lessees, the new standard requires recognition of all contracts that qualify under its definition of a lease as rightof-use assets and lease liabilities in the balance sheet, while lease payments are to be reflected as interest expense and reduction of lease liabilities. The right-of-use assets are to be depreciated in accordance with IAS 16 Property, Plant and Equipment over the shorter of each contract's term and the assets' useful life. The standard consequently implies a significant change in lessees' accounting for leases currently defined as operating leases under IAS 17, both with regard to impact on the balance sheet and the statement of income. With regards to lessor accounting IASB has decided to substantially carry forward the lessor accounting model in IAS 17. The standard requires adoption either on a full retrospective basis, or retrospectively with the cumulative effect of initially recognizing the standard as an adjustment to retained earnings at the date of initial application.
The Company is currently in process for review of its rental agreements for assessing if these will change category from operational to financial lease at time of implementing the new standard. The new standard is expected to have an impact on the accounting of leasing of premises as the Company rent the buildings it operates its business from. It has not yet been analyzed in detail what consequences the new standard will have for the consolidated accounts.
Hunter Group will adopt IFRS 16 on 1 January, 2019.
Hunter Group ASA completed the acquisition of all the shares in Dwellop pursuant to a share purchase agreement (the "SPA") dated 2 May 2017 (the "Acquisition"). As a result thereof, Dwellop became a wholly-owned subsidiary of the Company. As consideration for the shares in Dwellop, the Company issued 192,307,692 new ordinary Shares, each with a par value of NOK 0.125 and with a fixed subscription price of NOK 0.65 per Share. In addition NOK 60,000,000 was settled in cash.
The consideration of the shares is NOK 60,000,000 in cash in addition to issuance of 192,307,692 ordinary Shares at a fair value at the closing date of NOK 0.42 resulting in a total purchase price of NOK 140,769,231. The Company has provisionally determined that the excess value based on the purchase price compared to book values as of 31 December 2016 primarily relates to patents value and customer relation value.
Dwellop is an independent systems and technology provider delivering topside handling equipment for well intervention, workover and plugging & abandonment (P&A) operations. A large part of the business is focused on the design and manufacturing of high quality mechanical and structural wireline, coil tubing and pipe handling equipment for the global well intervention market. Dwellop's business model covers both sale and rental of equipment and systems to E&P companies, service providers and vessel/rig owners, and the company has a broad product portfolio for safe and cost efficient well intervention operations.
The acquisition has been accounted for using the acquisition method. The completion of the acquisition was done on 2 May 2017 and the company has been consolidated into the Hunter group from 2 May 2017.
| Purchase price allocation Dwellop AS | TNOK |
|---|---|
| Equity Dwellop AS at acquisition date | 66 936 |
| Excess value patents | 9 298 |
| Excess value customer relationships | 10 672 |
| Deferred tax on excess values | (4 793) |
| Fair value of identified net assets | 82 113 |
| Fair value of consideration | 140 769 |
| Goodwill | 58 656 |
| Book value | Fair value of | ||
|---|---|---|---|
| of purchased | purchased | ||
| assets and | Fair value | assets and | |
| Unaudited figures in NOK 1 000 | liabilities | adjustment | liabilities |
| Goodwill | - | 58 655 | 58 655 |
| Patents | 2 187 | 9 298 | 11 486 |
| R&D assets | 21 640 | - | 21 640 |
| Customer relationships | 402 | 10 672 | 11 074 |
| Tangible fixed assets | 27 770 | - | 27 770 |
| Total non-current assets | 51 999 | 78 625 | 130 625 |
| Inventories | 9 244 | - | 9 244 |
| Account receivables | 48 330 | - | 48 330 |
| Cash | 9 482 | - | 9 482 |
| Total current assets | 67 055 | - | 67 055 |
| Total assets | 119 055 | 78 625 | 197 680 |
| Equity | 66 937 | 73 833 | 140 769 |
| Deferred tax | 13 062 | 4 793 | 17 855 |
| Long-term liabilities | 17 965 | - | 17 965 |
| Total non-current liabilities | 97 964 | 78 626 | 176 590 |
| Accounts payable | 13 692 | - | 13 692 |
| Public duties payable | 1 170 | - | 1 170 |
| Other current liabilities | 6 229 | - | 6 229 |
| Total current liabilities | 21 091 | - | 21 091 |
| Total equity and liabilities | 119 055 | 78 626 | 197 680 |
The majority of recognised goodwill is related to potential projects and workforce that do not qualify for recognition according to IAS 38.
The transaction costs of NOK 18 million have been registered directly against other equity.
The table below sets out the pro forma income statement of Hunter Group for the nine months ended 30 September 2017 as if the transaction had been completed 1 January 2017.
| Operating revenues and expenses | TNOK |
|---|---|
| Revenues | 69 255 |
| Total operating revenues | 69 255 |
| Raw matrials and consumables used | 37 962 |
| Payroll expenses | 30 618 |
| Depreciation and amortisation expense | 11 020 |
| Write-down intangible assets | 69 374 |
| Other operating expenses | 27 757 |
| Capitalised development cost | -1 915 |
| Total operating expenses | 174 816 |
| Operating profit (loss) | -105 561 |
| Interest income | 1 687 |
| Finance income | 3 161 |
| Other financial income | 0 |
| Interest expenses | -611 |
| Other financial expenses | -3 987 |
| Net financial items | 250 |
| Profit / (loss) before taxes | -105 310 |
| Taxes (+)/tax income (-) | 18 099 |
| Net income | -87 212 |
The Company has recognised the following assets in the statement of financial position (including internal built up assets such as development costs).
| Unaudited figures in NOK 1 000 | Customer | Development | |||
|---|---|---|---|---|---|
| Per 30 September 2017 | Goodwill | relationships | Patents | costs | Total |
| Cost at 1 January 2017 | 0 | 0 | 400 | 149 632 | 150 032 |
| Additions through aquisition of Dwellop | 58 655 | 11 074 | 11 485 | 21 640 | 102 854 |
| Additions in the period | 0 | 0 | 0 | 1 915 | 1 915 |
| Government grants | 0 | 0 | 0 | -1 061 | 0 |
| Cost at 30 September 2017 | 58 655 | 11 074 | 11 885 | 172 125 | 253 740 |
| Accumulated impairments at 30 September 2017 | 0 | 0 | 389 | 150 485 | 150 874 |
| Accumulated depreciations at 30 September 2017 | 0 | 985 | 1 309 | 2 381 | 4 675 |
| Book value at 30 September 2017 | 58 655 | 10 089 | 10 188 | 19 259 | 98 191 |
| This nine months depreciation | 0 | 985 | 1 296 | 2 381 | 4 662 |
| This nine months impairment charges | 0 | 0 | 389 | 150 485 | 150 874 |
| Unaudited figures in NOK 1 000 |
| Development | |||
|---|---|---|---|
| Year ended 31 December 2016 | Patents | costs | Total |
| Cost at 1 January 2016 | 400 | 147 768 | 148 168 |
| Additions in the year | 0 | 3 516 | 3 516 |
| Government grants | 0 | -1 651 | -1 651 |
| Cost at 31 December 2016 | 400 | 149 633 | 150 033 |
| Accumulated depreciations at 31 December 2016 | 13 | 0 | 13 |
| Book value at 31 December 2016 | 387 | 149 633 | 150 020 |
| This years depreciation | 1 3 |
0 | 1 3 |
The additions of goodwill, customer relationships and patents are related to the business acquisition of Dwellop AS, see note 2. The goodwill is in its entirety related to the cash generating unit of Dwellop.
The write-down of intangible assets of NOK 150,9m in 2Q 2017 related to the Badger Technology, and was due to a change of course and position from the new owners and new directors. A comprehensive assessment of the Badger Technology including the possibilities for commercializing was performed. The conclusion was that the possibility of an early commercialization was less likely. As such, the related Capitalized grants of NOK -81,5m were also derecognized in 2Q 2017. The contractual obligations related to any future earnings in the Indicator will remain should there be commercializing possibilities in the future. Net write-down amounted to NOK 69.4m.
According to the Development Program, the industry partners have first right of refusal to buy an equal share of the full manufacturing and operational capacity of all Indicator explorers at market price for a period of up to 6 years from commercialization.
On 16 January 2017, the private placement consisting of 360,000,000 new ordinary shares for gross proceeds of NOK 45 million with a subscription price of NOK 0.125 was registered in The Register of Business Enterprises.
On 28 February 2017, the private placement consisting of 600,000,000 new ordinary shares for gross proceeds of NOK 300 million with a subscription price of NOK 0.50 was registered in The Register of Business Enterprises.
On 7 March 2017, the private placement consisting of 80,000,000 new ordinary shares for gross proceeds of NOK 10 million with a subscription price of NOK 0.125 was registered in The Register of Business Enterprises.
On 31 March 2017, the private placement consisting of 60,735,150 new ordinary shares for gross proceeds of NOK 30.4 million with a subscription price of NOK 0.50 was registered in The Register of Business Enterprises.
On 19 May 2017, BXPL has issued 192,307,692 new ordinary shares at fair value of 0.42 per share totaling NOK 140.8 million as part of the consideration for the purchase of shares in Dwellop AS. The share issue was registered on 22 May 2017 in The Register of Business Enterprises.
The operating segments were established in May 2017 when the Company acquired Dwellop AS.
For management purposes the group is organized into business units based on its products and services and has three reportable segments, as follows:
The Executive Management Committee monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.
| Adjustments | |||||
|---|---|---|---|---|---|
| Unaudited figures in NOK 1 000 | and | ||||
| Nine months ended 30 September 2017 | Hunter Group | Indicator | Dwellop | eliminations Consolidated | |
| Operating revenue | |||||
| External customers | 0 | 128 | 32 452 | 0 | 32 579 |
| Inter-segment | 0 | 0 | 0 | 0 | 0 |
| Total operating revenues | 0 | 128 | 32 452 | 0 | 32 579 |
| Income / (expenses) | |||||
| Depreciation and amortization | 7 | 1 5 |
2 519 | 3 591 | 6 132 |
| Net impairment charges | 0 | 69 374 | 0 | 0 | 69 374 |
| Segment profit (loss) | -17 748 | -69 304 | -6 271 | 14 830 | -78 493 |
| Total assets | 420 671 | 1 972 | 89 054 | -58 418 | 453 279 |
| Total liabilities | 741 | 1 126 | 37 498 | -14 705 | 24 660 |
Inter-segment revenues are eliminated upon consolidation and reflected in the 'adjustments and eliminations' column.
The table below includes information of incurred contract costs, recognised profits and losses relating to ongoing long-term construction contracts.
| Unaudited figures in NOK 1 000 | 30.09.2017 |
|---|---|
| Contract costs incurred | 7 649 |
| Recognised profits | -1 619 |
| Recognised losses | 0 |
| Contract costs incurred and recognised profits (less recognised losses) to date | 6 030 |
| Progress billings | -774 |
| Due from (to) customers | 5 256 |
| Due from customers (asset) | 0 |
| Due to customers (debt) | 0 |
| Due from (to) customers | 0 |
The following table provides the total amount of transactions with related parties controlled by the members of the executive management of Hunter Group for the first nine months year of 2017. All related party transactions have been entered into on an arm's length basis.
| Transactions with related parties | 30.09.2017 | 30.09.2016 |
|---|---|---|
| Purchased services in NOK 1 000 | 3 248 | 1 202 |
In June 2013, Hunter Group entered into a consultancy agreement with one of its shareholders, Dalvin Rådgivning AS. Mr. Gunnar Dolven, acting CFO of Hunter Group first nine months of 2017, is a shareholder and director of Dalvin Rådgivning AS. For the first nine months of 2017, consultancy services and travel expenses for totally NOK 724,052 were invoiced by Dalvin Rådgivning AS. The agreement with Dalvin Rådgivning AS was terminated 30 June 2017.
In March 2016, the Company entered into a consultancy agreement with the Company's former CEO and its shareholder Mr. Steinar Bakke and his company S. Bakke Consulting AS. This agreement was terminated 30 November 2016; however, the Company extended the agreement into first nine months of 2017. Services for NOK 5,000 was invoiced for the first nine months of 2017.
In May 2017, the Company entered into two consultancy agreements with Middelborg AS, a shareholder in Hunter Group. Middelborg AS is owned by Mr. Lundkvist who was elected chairperson of the nomination committee of Hunter Group at the annual general meeting in May 2017 for two years.
Middelborg AS has invoiced the Company NOK 2,104,947 for the first nine months of 2017, mainly for interim CEO services from February to September.
During the first nine months of 2017, the Company has rented office space and purchased various services from Navis Finance AS for NOK 214,416. Mr. Urnes, through Novasuper AS, and Mr. Lundkvist, through Middelborg AS, are shareholders and directors in Navis Finance.
In May 2017, the Company entered into a consultancy agreement with Gudbrandsneset AS. Gudbrandsneset is own by the Company's VP Business Development (hired on 60% basis) and chairman in Dwellop Mr. Eirik Bergsvik. Services for NOK 186,000 was invoiced for the first nine months of 2017.
Hunter Group ASA has reassessed the probability of the deferred tax asset that was not recognized before the business combination with Dwellop AS. A deferred tax asset of NOK 18m has been recognized by Hunter Group and is offset by the existing deferred tax liability in Dwellop at the acquisition in May 2017, resulting in an tax income in the income statement of NOK 18m.
For a specification of temporary differences as per 31.12.16, please see the annual report of 2016 for Hunter Group ASA. Temporary differences as per 31.12.16 mainly consisted of loss carried forward of NOK -165m. As per 30.09.17 net temporary differences for the Group is estimated to approximately NOK -267m. Calculated net deferred tax asset (24%) of approximately NOK 64m has not been recognized in the Consolidated Financial Statements as per 30.09.17.
Further cost reduction measures are implemented, mainly related to Indicator, with full effect from 2018 and onwards.
Dwellop received 23. June 2017 notification from Oslo District Court that Wellpartner AS has initiated legal proceedings against the company, alleging that Dwellop AS has infringed upon a tension frame patent. Dwellop has responded to these accusations, however there has been no material development in the case during the quarter.
Hunter Group is, as disclosed earlier, held harmless should a negative outcome materialize. Management still believes that these accusations will not impact the business negatively.
Dwellop received termination notice 4th October 2017 from ENI with respect to rental of a tension frame for the Goliat platform. Dwellop is assessing whether to initial action regarding the legality of the termination. The monthly rental revenues was NOK 0.7m and original contract was due February 2019.
Hunter Group ASA Org. nr. 985 955 107
Address: Munkedamsveien 45, 0250 OSLO E-mail: Vegard Urnes, CEO, [email protected] Ola Beinnes Fosse, CFO, [email protected]
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