AI assistant
AF Gruppen — Earnings Release 2015
Feb 11, 2016
3522_rns_2016-02-11_281d4ab8-20a8-4bd5-b4c8-69d3c75144a1.pdf
Earnings Release
Open in viewerOpens in your device viewer
4th quarter and preliminary results for 2015
1
From the CEO
AF Gruppen delivered earnings of over NOK 1 billion for the first time in history, and all the business areas delivered solid results. Thanks to the efforts of our 3,000 capable and motivated employees, we are continuing to grow both organically and through acquisitions. Our foundation for performing well over time is a performance culture based on deeply rooted core values. We have built a good structure for risk management, and we have project organisations that are able to facilitate sound and safe operations together with our customers and partners.
AF har helt siden selskapet ble etablert stolt på egen kraft og kompetanse til å løse komplekse utfordringer. Entreprenørånden i AF har vært preget av en evne og vilje til å tenke Annerledes og å finne bedre og mer Fremtidsrettede måter å skape verdier på.
Highlights
- Revenues totalled NOK 3,509 million (2,730) for the 4th quarter and NOK 12,398 million (9,935 million) for the full year 2015.
- Earnings before tax totalled NOK 382 million (216 million) for the 4th quarter and NOK 1,004 million (625 million) for the full year 2015.
- Profit margin was 10.9 per cent (7.9 per cent) in the 4th quarter and 8.1 per cent (6.3 per cent) for the full year 2015.
- Net operating cash flow was NOK 395 million (NOK -18 million) in the 4th quarter and NOK 1,418 million (86 million) for the full year 2015.
- Total order backlog was NOK 11,183 million (9,324 million) as at 31 December 2015.
- Net interest-bearing receivables were NOK 593 million (-95 million) as at 31 December 2015.
- The Board of Directors' dividend proposal for the first half of 2016 is NOK 5.00 (5.00) per share.
Revenues per quarter (NOK million)
Summary of 4th quarter and preliminary results for 2015
| Key figures (NOK million) | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and other income | 3,509 | 2,730 | 12,398 | 9,935 |
| EBITDA | 412 | 279 | 1,151 | 752 |
| Earnings before finacial items and tax (EBIT) | 379 | 241 | 1,010 | 635 |
| Earnings before tax (EBT) | 382 | 216 | 1,004 | 625 |
| Result per share (NOK) | 3.31 | 1.69 | 7.64 | 5.11 |
| EBITDA margin | 11.7 % | 10.2 % | 9.3 % | 7.6 % |
| Operating profit margin (EBIT %) | 10.8 % | 8.8 % | 8.1 % | 6.4 % |
| Profit margin (EBT %) | 10.9 % | 7.9 % | 8.1 % | 6.3 % |
| Return on capital employed (ROaCE) 1) | - | - | 53.6 % | 38.7 % |
| Cash flow from operating activities | 395 | -18 | 1,418 | 86 |
| Net interest-bearing receivables (debt) | 593 | -95 | 593 | -95 |
| Equity ratio | 29.1 % | 27.6 % | 29.1 % | 27.6 % |
| Order backlog | 11,183 | 9,429 | 11,183 | 9,429 |
1) 12-month rolling average
The new National museum, Oslo
Business areas
Civil engineering
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 1,106 | 919 | 3,760 | 3,172 |
| EBIT | 152 | 128 | 339 | 286 |
| EBT | 154 | 124 | 339 | 288 |
| EBIT % | 13.7 % | 13.9 % | 9.0 % | 9.0 % |
| EBT % | 14.0 % | 13.5 % | 9.0 % | 9.1 % |
The Civil Engineering business area encompasses AF's civil engineering activities in Norway and Sweden.
Civil Engineering comprises three business units:
- AF Anlegg
- Målselv Maskin & Transport (from June 2015)
- Pålplintar AB
Civil Engineering reported revenues of NOK 1,106 million (919 million) and earnings before tax of NOK 154 million (124 million) for the 4th quarter. Revenues were NOK 3,760 million (3,172 million) and earnings before tax were NOK 339 million (288 million) for the full year 2015.
The civil engineering market in Norway is doing well. Both AF Anlegg and Målselv Maskin & Transport performed well and delivered very good results in the 4th quarter. The quarter has seen a high level of activity in the major civil engineering projects, and they have performed well operationally. The conclusion of a dispute had a positive impact on the results for the 4th quarter. There is a large supply of new projects in the market, and there is a high volume of tender calculations.
Pålplintar's level of activity is increasing, and the company's results were satisfactory in the 4th quarter.
AF Anlegg was appointed as the design and build contractor for the construction of County Road 32 in Porsgrunn by the Southern Region of the Norwegian Public Roads Administration in November. The project will be executed as a design and build contract and includes planning and building a new county road between the railway and residential area. The soil mechanics are challenging, and the Norwegian Public Roads Administration asked for the contractors' proposals for a technical solution. AF Gruppen and Norconsult have collaborated closely with the NPRA through the procedure for competitive dialogue to develop the technical solution. The contract is valued at approximately NOK 230 million, excluding VAT. Following a planning and design period, work will commence in February 2016. The project is scheduled for completion in the summer of 2018.
The order backlog for Civil Engineering as at 31 December 2015 was NOK 3,402 million (2,913 million).
Södra Cell Tofte factory, Hurum
Environment
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 162 | 210 | 687 | 709 |
| EBIT | 10 | 1 | 45 | 41 |
| EBT | 10 | 2 | 46 | 39 |
| EBIT % | 6.2 % | 0.4 % | 6.6 % | 5.8 % |
| EBT % | 6.2 % | 0.9 % | 6.7 % | 5.5 % |
The Environment business area encompasses AF's services related to demolition and recycling services onshore.
The business area consists of two business units:
- AF Decom
- Härnösand Byggreturer
Environment also has operations in Rimol Environmental Park, Jølsen Environmental Park and in the part-owned company BA Gjenvinning.
Environment reported revenues of NOK 162 million (210 million) and earnings before tax of NOK 10 million (2 million) for the 4th quarter. Revenues totalled NOK 687 million (709 million) and earnings before tax were NOK 46 million (39 million) for the full year 2015.
The market for demolition and recycling in Norway and Sweden is good. AF Decom saw good operations and has provided good results in the 4th quarter. Härnösand Byggreturer saw a high level of activity and delivered good results in the 4th quarter. The operative activities in AF Decom AB were discontinued in 2015.
Rimol Environmental Park in Trondheim treats and recycles contaminated material, while Jølsen Environmental Park at Skedsmo crushes and recycles concrete, asphalt and cable. Both companies reported good results for the 4th quarter.
The order backlog for the Environment business area was NOK 216 million (175 million) as at 31 December 2015.
Krydderhagen Hasle Linje, Oslo
Building
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 1,898 | 1,450 | 6,678 | 5,172 |
| EBIT | 128 | 123 | 479 | 315 |
| EBT | 133 | 122 | 485 | 311 |
| EBIT % | 6.8 % | 8.5 % | 7.2 % | 6.1 % |
| EBT % | 7.0 % | 8.4 % | 7.3 % | 6.0 % |
The Building business area encompasses activities related to new building and renovation in Norway and Sweden.
The Building business area is divided into eight business units:
- AF Bygg Oslo
- AF Byggfornyelse
- AF Bygg Østfold
- AF Bygg Sør
- AF Bygg Rogaland
- AF Bygg Göteborg and subsidiaries
- Strøm Gundersen and subsidiaries
- LAB and subsidiaries (from March 2015)
Building reported revenues of NOK 1,898 million (1,450 million) and earnings before tax of NOK 133 million (122 million) for the 4th quarter. Revenues were NOK 6,678 million (5,172 million) and earnings before tax were NOK 485 million (311 million) for the full year 2015.
Building has had a good quarter, in which a high level of activity and sound operations in AF Bygg Oslo, Strøm Gundersen and LAB in particular contributed to the good results. AF Byggfornyelse also had good results for the quarter. For the remaining units, there are regional differences in the levels of activity and results.
In November, LAB Entreprenør AS was chosen by Kanalveien Næringsbygg AS as the contractor to build Kanalveien 7 in Bergen. The contract comprises construction of a nonresidential building with a total gross area of 9,951 square metres. The contract is a design and build contract valued at NOK 185 million, excluding VAT. The work has started and completion is scheduled for May 2017.
In November, AF Bygg Oslo entered into a contract with Bøkkerveien 5 AS (Höegh Eiendom og AF Eiendom) for the construction of a new office building at Hasle. The building will be the new head office for Securitas, among other things. The contract encompasses construction of an eight-storey office building with two basement floors. The total gross area for this project is approximately 15,000 square metres. The project will be carried out as a design and build contract and is valued at NOK 280 million, excluding VAT. Construction is scheduled to start in the 4th quarter of 2015, with completion in the 1st quarter of 2018.
In November, AF Bygg Rogaland was appointed by the Norwegian Defence Estates Agency as the contractor to build a new helicopter base at Ørlandet. The contract is a design and build contract valued at NOK 131 million, excluding VAT. Work started in January, and the construction period is expected to last for approximately one year.
Building's order backlog was NOK 5,947 million (4,138 million) as at 31 December 2015.
Glasiären, Gothenburg
Property
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 5 | 3 | 25 | 21 |
| EBIT | 54 | 14 | 69 | 19 |
| EBT | 50 | 13 | 57 | 13 |
| EBIT % | - | - | - | - |
| EBT % | - | - | - | - |
The Property business area encompasses the development of residential housing units and commercial buildings. The activities take place in geographic areas where AF has its own production capacity. The development projects are organised as associated companies and are recognised at net value in accordance with the ownership interest.
The business area constitutes property business in Norway and Sweden.
A new construction stage was released for sale in the 4th quarter. A total of 80 (12) apartments were sold in the 4th quarter. AF's share of the apartments sold is 34 (6). A total of 438 (103) apartments were sold in 2015, and AF's share was 178 (44).
The commercial building Glasiären (12,415 square metres) in Gothenburg was sold in December. The property was valued at SEK 500 million, and AF had a one-third ownership interest. In the 4th quarter, AF reduced its ownership interest from 100 to 34 per cent in the development project Bjørnsons Hage, in which 80 apartments are to be constructed in Lillestrøm.
Property reported earnings before tax of NOK 50 million (13 million) for the 4th quarter. Property has nine housing projects with a total of 723 apartments in the production stage (AF's share is 297):
- Krydderhagen A1, A2 and A3 at Hasle (totalling 94 apartments)
- Krydderhagen B1, B2 and B3 at Hasle (totalling 87 apartments)
-
Thurmannskogen Bulding A and E at Lørenskog (90 apartments)
-
Thurmannskogen Building B, C and D at Lørenskog (96 apartments)
- Engebrets Promenade B, C and D at Lillestrøm (125 apartments)
- The Spikkestadkvartalet at Spikkestad (40 apartments)
- Rolfsbukta Terrasse at Fornebu (72 apartments)
- Losjeplassen in Drammen (102 apartments)
- BRF Brottkärr in Gothenburg (17 units)
Property has one commercial project in the production stage:
• Cowi Building (13,390 square metres) at Hasle, which is scheduled for completion in 2016
Property has two construction stages in the sales phase with a total of 59 apartments, of which AF's share is 30.
AF also has ownership interests in land and development rights in progress, which are estimated to amount to 2,367 (2,444) residential units. AF's share of this is 997 (1,052) residential units. AF has commercial property with a gross area of 122,717 (147,786) square metres under development. AF's share is 59,272 (71,468) square metres. LAB and Målselv Maskin & Transport has development rights that are included in the figures.
The residential housing market in the greater Oslo area is good. There are expectations of positive developments in the results for ongoing operations due to a high rate of sales for ongoing and launched projects.
Bergen Airport Flesland, Bergen
Energy
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 57 | 42 | 225 | 141 |
| EBIT | 6 | 1 | 19 | 3 |
| EBT | 7 | - | 21 | 3 |
| EBIT % | 9.6 % | 2.8 % | 8.3 % | 2.1 % |
| EBT % | 12.2 % | 0.7 % | 9.4 % | 2.2 % |
The Energy business area encompasses AF's energy services for onshore activities.
The business area consists of a single business unit: • AF Energi & Miljøteknikk
Energy also has activities in Boligenergi AS, which is owned jointly with OBOS.
Revenues in the 4th quarter were NOK 57 million (42 million) and earnings before tax were NOK 7 million (0 million). Revenues totalled NOK 225 million (141 million) and earnings before tax were NOK 21 million (3 million) for the full year 2015.
AF Energi & Miljøteknikk has a high level of activity and reports good results for the 4th quarter.
AF Energi & Miljøteknikk has several EPC contracts in the analysis phase, and it is expected that they will be converted to projects to be executed. The energy savings contracts have had a modest effect on the order backlog, since they do not include a contractual volume. It is expected that these contracts may possibly generate activity of approximately NOK 122 million, in addition to the existing order backlog.
Energy's order backlog was NOK 90 million (NOK 85 million) as at 31 December 2015.
Offshore
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 199 | 172 | 1,187 | 850 |
| EBIT | 21 | -19 | 104 | -22 |
| EBT | 15 | -40 | 83 | -45 |
| EBIT % | 10.7 % | -11.3 % | 8.7 % | -2.6 % |
| EBT % | 7.8 % | -23.5 % | 7.0 % | -5.3 % |
The Offshore business area encompasses AF's services related to the removal, demolition and recycling of offshore installations. Offshore also includes new building, modification and maintenance work related to HVAC, cranes, modules and rig services. In addition, Offshore has services related to the maintenance and modification of onshore facilities for the oil and gas industry.
The business area consists of four business units:
- AF Offshore Decom and subsidiaries
- AF Offshore AeronMollier
- AF Offshore Mandal
- Environmental Base at Vats
Offshore also has activities related to the maintenance and modification of onshore facilities (MMO).
Revenues in the 4th quarter were NOK 199 million (172 million) and earnings before tax were NOK 15 million (-40 million). Revenues were NOK 1,187 million (850 million) and earnings before tax were NOK 83 million (-45 million) for the full year 2015.
The low price of oil entails an increased supply of tenders and opportunities for our demolition activities. AF Offshore Decom's revenue will nevertheless vary according to the share of offshore and onshore activities. The annual offshore campaign was concluded in the second quarter, and the unit has subsequently conducted decommissioning activities at Environmental Base at Vats, as well as being involved in significant tendering activities. The offshore, modification and maintenance activities have, however, had a very low level of activity, and significant market adjustments have been carried out in 2015.
V & M Landanlegg (MMO oil and gas land facilities) performed well and delivered good results for the 4th quarter as well.
The Offshore order backlog as at 31 December 2015 was NOK 1,182 million (NOK 1,918 million).
AFG - Share price last 12 months
Financial information
List of shareholders as at 31 December 2015
| Jan 2015 | feb | mar | apr | mai | jun | jul | aug | sep | okt | nov | des |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial information | |||||||||||
| In the 4th quarter, net operating cash flow was NOK 395 million (-18 million) and cash flow from net investments was NOK 62 million (-32 million). Net operating cash flow was NOK 1,418 million (86 million) and cash flow from net investments was NOK 74 million (-250 million) for the full year 2015. Cash flow before capital transactions and financing activities was NOK 457 million (NOK -50 million) for the 4th quarter and NOK 1,492 million (-164 million) for the full year. Shares for NOK 72 million were issued in the 4th quarter in connection with the Group's share purchase programme. The total amount issued in connection with company acquisitions and the Group's share programme for employees was NOK 364 million for the full year 2015. Dividends of NOK 278 million were distributed in the 4th quarter. Dividends totalling NOK 735 million (529 million) have been distributed to the company's shareholders in 2015. AF Gruppen had net interest-bearing receivables of NOK 593 million (-95 million) at the end of the 4th quarter. List of shareholders as at 31 December 2015 |
600 million that is renewed yearly up until June 2020. 2,073 million as at 31 December 2015. share programme for employees. |
AF Gruppen's total financing limit is NOK 1,480 million. The limit comprises a one-year revolving credit facility with Danske Bank of NOK 800 million and a credit facility of NOK 80 million with DNB. AF additionally has a credit facility of NOK The available liquidity, including credit facilities, stood at NOK Total assets were NOK 6,243 million (5,428 million) as at 31 December 2015. The Group's equity totalled NOK 1,820 million (1,499 million). This corresponds to an equity ratio of 29.1 per cent (27.6 per cent). A total of three share issues of 2,702,703 shares (NOK 247 million), 400,538 shares (NOK 45 million) and 851,855 (NOK 72 million), respectively, were carried out in connection with the consideration for the acquisition of LAB and Målselv Maskin & Transport, as well as the company's |
|||||||||
| Name | No. shares | % share | |||||||||
| OBOS BBL | 15,643,841 | 16.9 | |||||||||
| ØMF Holding AS | 13,940,474 | 15.0 | |||||||||
| Constructio AS | 13,180,762 | 14.2 | |||||||||
| Aspelin Ramm Gruppen AS | 4,993,269 | 5.4 | |||||||||
| Folketrygdfondet | 4,200,000 | 4.5 | |||||||||
| LJM A/S | 2,513,900 | 2.7 | |||||||||
| VITO Kongsvinger AS | 2,111,676 | 2.3 | |||||||||
| Stenshagen Invest AS | 1,726,977 | 1.9 | |||||||||
| Skogheim, Arne | 1,723,870 | 1.9 | |||||||||
| Staavi, Bjørn | 1,515,452 | 1.6 | |||||||||
| Ten largest shareholders | 61,550,221 | 66.4 | |||||||||
| Total other shareholders | 31,129,779 | 33.6 | |||||||||
| Own shares | 0 | 0.0 | |||||||||
| Total number of shares | 92,680,000 | 100.0 | |||||||||
Share performance
AF Gruppen's shares are listed on the Oslo Stock Exchange's OB-match list and trade under the ticker AFG. The share is included in the Oslo Stock Exchange total index (OSEAX), benchmark index (OSEBX) and fund index (OSEFX), as well as the new Oslo Stock Exchange Mid Cap Index (OSEMX). As at 31 December 2015, the AF share had a closing price of NOK 139.50. This corresponds to a dividend-adjusted return of 86.7 per cent in 2015. Oslo Stock Exchange benchmark index showed a return of 5.9 per cent during the same period.
In October a total of 567 employees subscribed for a total of 1,000,000 shares in connection with AF Gruppen's share programme. The shares were subscribed for at a price of NOK 85.00 per share, which corresponds to a discount of 20 per cent in relation to the average market price during the subscription period. The Board of Directors resolved to sell 148,145 treasury shares in this connection. On 30 October, 851,855 new shares were issued. The new issue was adopted by the Board of Directors in accordance with the authorisation granted by the General Meeting of 13/05/2015. After completion of the new issue, the total number of shares is 92,680,000, which corresponds to share capital of NOK 4,634,000.
A change to the company's dividend policy was adopted in the 4th quarter. Provided the company's earnings and financial position so allows, the company will pay semi-annual dividends to the company's shareholder from now on. The company distributed a dividend of NOK 3.00 per share in the 4th quarter. In 2015, a total dividend of NOK 8.00 per share was paid. For 2016, a dividend of nok 5.00 (5.00) per share has been proposed for the first half of the year. Hereof will NOK 3.40 per share be distributed as repaid capital.
Health, safety and the environment (HSE)
HSE has high priority in AF Gruppen and is an integral part of the management at all levels. AF has a structured and uniform HSE system that encompasses all the projects. The working environment should be safe for everyone – including those who are employed by our subcontractors. The figures from the subcontractors are therefore included in the injury statistics.
LTI rate development
The LTI rate is an important measurement parameter for safety work at AF. The LTI rate is defined as the number of injuries resulting in absence per million man-hours. A total of three injuries resulting in absence were registered in the 4th quarter. This gives an LTI rate (lost-time injury rate) of 1.0 (1.3) for the 4th quarter. The LTI rate for the full year 2015 year was 1.0 (1.1).
The LTI rate has been reduced through systematic and longterm efforts. Identifying risk and risk analysis are a key part of our preventive activities. Physical and organisational barriers are established to reduce the risk of personal injury to a low and acceptable level based on an assessment of the risks. In addition to risk assessments, being able to learn from our mistakes is also vital.
The registration of sickness absence forms the basis for the measurement of health work at AF. Sickness absence was 3.5 per cent (3.7 per cent) in the 4th quarter. Sickness absence for the full year 2015 was 3.7 per cent (3.5 per cent). AF's sickness absence is low compared with that of comparable businesses. AF's target is total sickness absence of less than 3.0 per cent, a level we believe represents a healthy situation without absence due to occupational illnesses/injuries. AF believes that it can achieve this target through systematic health work, which consists, for example, of ongoing risk analysis of exposure that is harmful to health, the establishment of physical and organisational barriers, and close follow-up of employees on sick leave.
Environmental work has high priority throughout the entire Group. AF would like to avoid environmental damage and minimise undesirable effects on the environment. Environmental work is an integral part of HSE work, and the tools used are therefore the same that are used otherwise in connection with HSE work. Follow-up of the source separation rate parameter acts as an extra driving force for AF's environmental work. This parameter places the focus on an important environmental factor that AF has an opportunity to influence. The source separation rate indicates how much of the waste from AF's operations is separated for the purpose of facilitating recycling.
4TH QUARTER 2015
Sick leave development
Source separation rate
For the 4th quarter, the result for building was 85 per cent (84 per cent), the result for renovation was 92 per cent (75 per cent) and the result for demolition was 97 per cent (96 per cent). For the full year 2015, the source separation rate for building was 84 per cent (82 per cent), the result for renovation was 87 per cent (82 per cent) and the result for demolition was 96 per cent (96 per cent). These results are considered very good, and they are well above the government requirement of a minimum of 60 per cent. A total of 319,225 (478,955) tonnes of waste have been sorted in 2015. In addition, AF has recycled 552,884 (707,941) tonnes of asphalt and concrete in 2015.
Organisation
On 15 October 2015, Morten Grongstad, former executive vice president for Building in AF Gruppen, took up the position as CEO of the company. Grongstad succeeds Pål Egil Rønn, who has headed the company since May 2007.
Four new executive vice presidents took over at AF as of 1 January 2016. The new executive vice presidents are Eirik Wraal (Environment), Henning Olsen (Building), Amund Tøftum (Offshore) and Bård Frydenlund (Personnel and Organisation). In addition, the corporate management team consist of the EVP's Sverre Hærem (CFO), Arild Moe (Civil Engineering) and Andreas Jul Røsjø (Property and Energy).
The AF Gruppen is working continuously to build a uniform corporate culture. Motivated employees and a solid organisation are an important foundation for creating value. At AF we focus on building organisations with a robust composition of technical expertise and management at all levels. The resources are organised close to the production with project teams where the managers have an influential force.
AF invests a lot of time and resources in the development of employees through training in various positions in production and through development of the AF Academy. More than 80 per cent of the current managers have been recruited internally. AF is experiencing an increasing and satisfactory influx of qualified employees, and our employees are good ambassadors for the recruitment of new personnel.
AF Gruppen had a total of 3,030 (2,797) employees at the end of the 4th quarter. Of these employees, 2,835 (2,530) were employed in Norway, 176 (201) in Sweden, 5 (56) in Lithuania, 10 (7) in China and 4 (3) in Germany.
Risk and risk management
AF Gruppen is exposed to risk of both an operational and financial nature. AF Gruppen wants to assume operational risk that the business units can influence and control. AF has developed risk management processes that are well adapted to our operations. Standardised, action-oriented risk management processes ensure comprehensive and coherent risk management in all parts of the organisation. AF seeks to limit exposure to risk that cannot be influenced. A risk review will already be conducted for all projects before a tender is submitted. Analysis of risk during the tendering phase enables the correct pricing and management of risk in the project. The same projects conduct detailed risk reviews every quarter. In addition, a total of 88 risk reviews of the business units, in which the Corporate Management Team also participated, were conducted in 2015.
Financial risk encompasses market risk, credit risk and liquidity risk. Market risk includes commodity price risk, foreign exchange risk and interest rate risk. AF is exposed to foreign exchange risk, and as a major demolition and recycling operator, the group is also exposed to fluctuations in steel prices. AF aims to have low exposure to risks that cannot be influenced, and it uses hedging instruments to mitigate the risk associated with foreign exchange rates and steel prices. AF has credit risk in relation to customers, suppliers and partners. In addition to the parent company and bank guarantees, the use of credit rating tools contributes to reducing risk. AF will have corresponding guarantee commitments to its partners. The liquidity risk is considered low. AF Gruppen has a total financing framework of NOK 1,480 million and available liquidity of NOK 2,073 million as at 31 December 2015.
Market outlook
The civil engineering market is driven primarily by major public infrastructure projects, and political priorities have thus a strong influence on the development of the market. In the 2016 State Budget, NOK 60.2 billion has been allocated to transport, which is an increase of 8.8 per cent over the final budget for 2015. NOK 31.5 billion of this is for roads, which is an increase of NOK 4.9 billion (18.5 per cent). The analysis company Prognosesenteret estimates that total civil engineering investments will increase by 11 per cent in 2016, and by an additional 4 per cent in 2017. The greatest growth is expected to be in power and energy plants, as well as road construction. A high level of activity is expected in the Oslo region and Western Norway in particular in 2016. This is due to several large road projects that are to be carried out in these regions. A positive market outlook in the civil engineering structure provides a good foundation for further growth for AF's Civil Engineering business.
AF's activities in the Building, Property and Environment business areas are linked to the demand for new housing and non-residential buildings. This demand is mainly influenced by the development of the Norwegian and global economy, including the labour market, income growth and interest rate levels. Lower oil prices have led to greater uncertainty in the Norwegian economy and a slight increase in unemployment, mainly in activities related to the petroleum industry. At the same time, low interest rates combined with urbanisation have contributed to a continued high level of activity and price increases in the residential property market. However, there are major regional differences.
In the 4th quarter of 2015, residential property prices in Norway were 4.6 per cent higher than one year ago. Oslo saw the greatest growth (9.2 per cent) followed by Akershus (8.8 per cent). Stavanger experienced for its part an 8.1 per cent decline in prices during the same period. Prognosesenteret reports that the number of start permits for residential units ended up at 31,107 in 2015. This corresponds to an increase of 15 per cent over 2014. There will be an estimated 30,500 start permits in 2016.
The development of the Swedish economy is influenced by the Euro zone, and the key rate in Sweden was lowered in December to -0.35 per cent in order to stimulate the Swedish economy. An expansive monetary policy and increased employment will contribute to expected annual growth in the gross national product of around 3 per cent in the coming years. The forecasts from the Swedish Construction Federation indicate continued strong growth for building and construction investments in Sweden up to and including 2016. The greatest growth is expected in the new housing segment, but also non-residential buildings and
public facilities expect annual growth of 3-4 per cent. Expectations of continued positive developments in macroeconomic conditions and growth in the building and construction industry form a sound basis for AF's Swedish operations.
The price of oil weakened significantly in the second half of 2015, and lower oil prices contribute to reduced profitability and a greater reluctance to invest among oil companies. Statistics Norway estimates that the investments related to oil and gas production will total NOK 171 billion in 2016. This is a decline of 5.6 per cent compared with the estimate given in the previous quarter. It is the estimates for investments in exploration activities, operating fields and pipeline transport in particular that have been reduced compared with the figures for 2015. In a historical context this is still a high level, but a lower oil price and increased uncertainty in the petroleum industry will affect AF's maintenance and modification activities. According to Statistics Norway, a moderate upswing is expected in field development and onshore activities, as well as decommissioning and removal. This represents good opportunities for AF's offshore activities related to the demolition and removal of decommissioned installations.
In Norway, the authorities have set ambitious energy goals, and extensive energy efficiency improvements for existing buildings are hence necessary to achieve the targets in the Energy Efficiency Directive. There has been a significant increase in the number of advertised energy savings contracts (EPC) in municipalities and public enterprises, and this growth is expected to continue. A corresponding standard for energy savings contracts is also gaining a foothold with private property owners. Constantly more stringent requirements from authorities and the market with regard to reduced energy consumption in buildings are buoying the market outlook for the Energy business area.
Oslo, 10 February 2016
Board of Directors of AF Gruppen ASA
For more detailed information, please contact: CEO Morten Grongstad [email protected]
+47 991 53 905
CFO Sverre Hærem
[email protected] +47 952 45 167
Internett: www.afgruppen.no
Condensed consolidated statement of income
| NOK million, except per share data | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Revenues and income | 3,509 | 2,730 | 12,398 | 9,935 |
| Subcontractors | -1,781 | -1,312 | -6,145 | -4,498 |
| Cost of materials | -396 | -318 | -1,765 | -1,468 |
| Payroll cost | -703 | -614 | -2,535 | -2,238 |
| Operating expenses ex. depreciation and impairment | -303 | -254 | -968 | -1,116 |
| Net gains (losses) and profit (loss) from associates | 86 | 46 | 166 | 136 |
| EBITDA | 412 | 279 | 1,151 | 752 |
| Depreciation and impairment of tangible fixed assets | -32 | -37 | -123 | -114 |
| Depreciation and impairment of intagible assets | -1 | -1 | -18 | -3 |
| Earnings before financial items and tax (EBIT) | 379 | 241 | 1,010 | 635 |
| Net financial items | 3 | -24 | -6 | -10 |
| Earnings before tax (EBT) | 382 | 216 | 1,004 | 625 |
| Income tax expense | -57 | -54 | -226 | -142 |
| Net income for the period | 325 | 162 | 778 | 483 |
| Attributable to: | ||||
| Shareholders of the parent | 303 | 148 | 697 | 442 |
| Non-controlling interests | 22 | 14 | 81 | 41 |
| Net income for the period | 325 | 162 | 778 | 483 |
| Earnings per share | 3.31 | 1.69 | 7.64 | 5.11 |
| Diluted earnings per share | 3.22 | 1.68 | 7.50 | 5.09 |
| Key figures | 4Q 15 | 4Q 14 | 2015 | 2014 |
| EBITDA margin | 11.7 % | 10.2 % | 9.3 % | 7.6 % |
| Operating profit margin (EBIT %) | 10.8 % | 8.8 % | 8.1 % | 6.4 % |
| Profit margin (EBT %) | 10.9 % | 7.9 % | 8.1 % | 6.3 % |
| Return on capital employed (ROaCE)1) | - | - | 53.6 % | 38.7 % |
| Return on equity | - | - | 43.8 % | 34.3 % |
| Equity ratio | 29.1 % | 27.6 % | 29.1 % | 27.6 % |
| Net interest-bearing receivables (debt) 2) | 593 | -95 | 593 | -95 |
| Capital employed 3) | 1,925 | 1,814 | 1,925 | 1,814 |
| Order backlog | 11,183 | 9,429 | 11,183 | 9,429 |
1) Return on capital employed (ROaCE) = (Earnings before tax + interest expense) / average capital employed
2) Net interest-bearing receivables (debt) = Cash and cash equivalents + interest-bearing receivables - interest-bearing debt
3) Capital employed = Equity + interest-bearing debt
Statement of comprehensive income
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Net income for the period | 325 | 162 | 778 | 483 |
| Net actuarial gains and losses | 2 | 1 | 2 | 1 |
| Items that will not be reclassified to income statement in subsequent periods | 2 | 1 | 2 | 1 |
| Net cash flow hedges | -20 | -54 | -98 | -74 |
| Currency translation differences | 15 | 18 | 21 | 4 |
| Items that may be reclassified to income statement in subsequent periods | -5 | -36 | -76 | -69 |
| Other comprehensive income for the period | -3 | -35 | -75 | -68 |
| Total comprehensive income for the period | 322 | 127 | 703 | 415 |
| Attributable to: | ||||
| -Shareholders of the parent | 299 | 112 | 621 | 374 |
| - Minority | 22 | 15 | 83 | 41 |
| Total comprehensive income for the period | 322 | 127 | 703 | 415 |
Equity
| Paid-in | Translation | Actuarial pension gains/ |
Cash flow | Retained | Attributable to share |
|||
|---|---|---|---|---|---|---|---|---|
| NOK million | capital | differences | (losses) | hedging | earnings | holders | Minority | Total equity |
| Per 31/12/13 | 274 | 5 | -14 | - | 965 | 1,229 | 106 | 1,334 |
| Comprehensive income | - | 4 | 1 | -74 | 442 | 374 | 41 | 415 |
| Capital increase | 279 | - | - | - | - | 279 | - | 279 |
| Purchase of treasury shares | - | - | - | - | -33 | -33 | - | -33 |
| Sale of treasury shares | - | - | - | - | 35 | 35 | - | 35 |
| Dividend paid | -205 | - | - | - | -324 | -529 | -16 | -544 |
| Share-based remuneration | 9 | - | - | - | - | 9 | - | 9 |
| Trans. with minority | - | - | - | - | -2 | -2 | 6 | 5 |
| Per 31/12/14 | 357 | 9 | -13 | -74 | 1,083 | 1,362 | 137 | 1,499 |
| Comprehensive income | - | 20 | 2 | -98 | 697 | 621 | 83 | 703 |
| Capital increase | 364 | - | - | - | - | 364 | - | 364 |
| Purchase of treasury shares | - | - | - | - | -20 | -20 | - | -20 |
| Sale of treasury shares | - | - | - | - | 23 | 23 | - | 23 |
| Dividend paid | -347 | - | - | - | -388 | -735 | -31 | -766 |
| Share-based remuneration | 5 | - | - | - | - | 5 | - | 6 |
| Addition of minority by aqusitions | - | - | - | - | - | - | 115 | 115 |
| Trans. with. minority | - | - | - | - | -60 | -60 | -46 | -106 |
| Per 31/12/15 | 379 | 29 | -12 | -171 | 1,336 | 1,561 | 259 | 1,820 |
Consolidated balance sheet
| NOK million | 31/12/2015 | 31/12/2014 |
|---|---|---|
| Tangible fixed assets | 1,111 | 992 |
| Intagible assets | 2,077 | 1,358 |
| Investment in associates | 433 | 406 |
| Deferred tax asset | 94 | 66 |
| Interest-bearing receivables | 169 | 77 |
| Pension plan and other financial assets | 10 | 8 |
| Total non-current assets | 3,895 | 2,907 |
| Inventories | 152 | 124 |
| Projects for own account | 67 | 108 |
| Trade receivables and other receivables | 1,599 | 2,129 |
| Interest-bearing receivables | 70 | 52 |
| Financial derivatives | 1 | 17 |
| Cash and cash equivalents | 459 | 91 |
| Total current assets | 2,348 | 2,522 |
| Total assets | 6,243 | 5,428 |
| Equity attributable to sharholders of the parent | 1,561 | 1,362 |
| Minority interests | 259 | 137 |
| Total equity | 1,820 | 1,499 |
| Long-term interest-bearing debt | 83 | 63 |
| Retirement benefit obligations | 2 | 1 |
| Provisions | 183 | 13 |
| Deferred tax | 392 | 249 |
| Financial derivatives | 54 | 78 |
| Total non-current liabilities | 713 | 404 |
| Short-term interest-bearing debt | 22 | 252 |
| Trade payables and other short term debt | 3,236 | 2,743 |
| Financial derivatives | 108 | 55 |
| Provisions | 165 | 153 |
| Tax payable | 178 | 322 |
| Total current liabilities | 3,710 | 3,525 |
| Total liabilities | 4,424 | 3,929 |
| Total equity and liabilities | 6,243 | 5,428 |
Consolidated cash flow statement
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| Earnings before financial items and tax (EBIT) | 379 | 241 | 1,010 | 635 |
| Depreciation, amortisation and impairment | 33 | 38 | 142 | 117 |
| Change in net working capital | 304 | -88 | 789 | -337 |
| Income taxes paid | -235 | -163 | -361 | -201 |
| Other adjustments | -86 | -46 | -162 | -128 |
| Cash flow from operating activities | 395 | -18 | 1,418 | 86 |
| Net investments | 62 | -32 | 74 | -250 |
| Cash flow before capital- and financing activities | 457 | -50 | 1,492 | -164 |
| Share issue | 72 | 37 | 72 | 279 |
| Transactions with minority | - | 2 | -128 | -12 |
| Sale of treasury shares | 16 | 26 | 23 | 35 |
| Purchase of treasury shares | -3 | -4 | -20 | -33 |
| Dividend paid | -278 | - | -735 | -529 |
| Cash flow from capital activities | -193 | 63 | -787 | -260 |
| Cash flow before financing activities | 264 | 12 | 705 | -424 |
| Cash effect from financial expenses | -17 | -12 | -34 | -20 |
| Cash flow before change in net interest-bearing debt | 224 | 1 | 670 | -443 |
| Net interest-bearing debt at beginning of period | -301 | 39 | 95 | -751 |
| Change in net-interest bearing debt without cash effect | -45 | 56 | -17 | 402 |
| Change in net-interest bearing debt with cash effect | -248 | -1 | -670 | 443 |
| Net interest-bearing debt (receivables) at end of period | -593 | 95 | -593 | 95 |
Business areas
AF Gruppen's division into operating segments is consistent with the division of the business areas: Civil Engineering, Environment, Building, Property, Energy and Offshore.
Segment information is presented in accordance with the Group's accounting policies in accordance with IFRS with the exception of IFRIC 15 (Agreements for the Construction of Real Estate). This policy exception applies to the Building and Property segments in Norway. Income from projects for own account in these segments is recognised in accordance with IAS 11. This means that the recognition of income in these projects is the product of the physical degree of completion, the percentage sold and the expected contribution margin.
Segment information is presented in accordance with reporting to the Corporate Management Team and is consistent with the financial information utilised by the Company's senior decision-makers when evaluating developments and allocating resources. The effect of IFRIC 15 on the consolidated accounts is illustrated in a separate table in the segment information and a separate note.
Civil engineering
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 1,106 | 917 | 3,759 | 3,160 |
| Internal revenue and income | - | 2 | 1 | 12 |
| Total revenue and income | 1,106 | 919 | 3,760 | 3,172 |
| EBITDA | 166 | 141 | 394 | 339 |
| Earnings before financial items and tax (EBIT) | 152 | 128 | 339 | 286 |
| Earnings before tax (EBT) | 154 | 124 | 339 | 288 |
| EBITDA % | 15.0 % | 15.3 % | 10.5 % | 10.7 % |
| EBIT % | 13.7 % | 13.9 % | 9.0 % | 9.0 % |
| EBT % | 14.0 % | 13.5 % | 9.0 % | 9.1 % |
| Assets | 1,232 | 1,246 | 1,232 | 1,246 |
| Order backlog | 3,402 | 2,913 | 3,402 | 2,913 |
Environment
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 141 | 204 | 641 | 692 |
| Internal revenue and income | 21 | 6 | 47 | 17 |
| Total revenue and income | 162 | 210 | 687 | 709 |
| EBITDA | 13 | 3 | 56 | 51 |
| Earnings before financial items and tax (EBIT) | 10 | 1 | 45 | 41 |
| Earnings before tax (EBT) | 10 | 2 | 46 | 39 |
| EBITDA % | 8.1 % | 1.4 % | 8.2 % | 7.2 % |
| EBIT % | 6.2 % | 0.4 % | 6.6 % | 5.8 % |
| EBT % | 6.2 % | 0.9 % | 6.7 % | 5.5 % |
| Assets | 278 | 348 | 278 | 348 |
| Order backlog | 216 | 175 | 216 | 175 |
Building
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 1,891 | 1,450 | 6,661 | 5,169 |
| Internal revenue and income | 7 | 1 | 17 | 3 |
| Total revenue and income | 1,898 | 1,450 | 6,678 | 5,172 |
| EBITDA | 137 | 130 | 510 | 332 |
| Earnings before financial items and tax (EBIT) | 128 | 123 | 479 | 315 |
| Earnings before tax (EBT) | 133 | 122 | 485 | 311 |
| EBITDA % | 7.2 % | 8.9 % | 7.6 % | 6.4 % |
| EBIT % | 6.8 % | 8.5 % | 7.2 % | 6.1 % |
| EBT % | 7.0 % | 8.4 % | 7.3 % | 6.0 % |
| Assets | 3,903 | 2,206 | 3,903 | 2,206 |
| Order backlog | 5,947 | 4,138 | 5,947 | 4,138 |
Property
| 2014 | |||
|---|---|---|---|
| 5 | 3 | 25 | 21 |
| - | - | - | - |
| 5 | 3 | 25 | 21 |
| 54 | 14 | 69 | 19 |
| 54 | 14 | 69 | 19 |
| 50 | 13 | 57 | 13 |
| - | - | - | - |
| - | - | - | - |
| - | - | - | - |
| 630 | 622 | 630 | 622 |
| - | - | - | - |
| 4Q 15 | 4Q 14 | 2015 |
Energy
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 57 | 42 | 225 | 141 |
| Internal revenue and income | - | - | - | - |
| Total revenue and income | 57 | 42 | 225 | 141 |
| EBITDA | 6 | 1 | 19 | 3 |
| Earnings before financial items and tax (EBIT) | 6 | 1 | 19 | 3 |
| Earnings before tax (EBT) | 7 | - | 21 | 3 |
| EBITDA % | 9.7 % | 3.1 % | 8.5 % | 2.4 % |
| EBIT % | 9.6 % | 2.8 % | 8.3 % | 2.1 % |
| EBT % | 12.2 % | 0.7 % | 9.4 % | 2.2 % |
| Assets | 133 | 115 | 133 | 115 |
| Order backlog | 90 | 85 | 90 | 85 |
Offshore
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 199 | 169 | 1,186 | 840 |
| Internal revenue and income | - | 3 | 2 | 10 |
| Total revenue and income | 199 | 172 | 1,187 | 850 |
| EBITDA | 24 | -9 | 134 | -4 |
| Earnings before financial items and tax (EBIT) | 21 | -19 | 104 | -22 |
| Earnings before tax (EBT) | 15 | -40 | 83 | -45 |
| EBITDA % | 12.2 % | -5.4 % | 11.3 % | -0.4 % |
| EBIT % | 10.7 % | -11.3 % | 8.7 % | -2.6 % |
| EBT % | 7.8 % | -23.5 % | 7.0 % | -5.3 % |
| Assets | 1,354 | 1,390 | 1,354 | 1,390 |
| Order backlog | 1,182 | 1,918 | 1,182 | 1,918 |
Other segments (Group)
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 19 | 10 | 45 | 38 |
| Internal revenue and income | 9 | 11 | 42 | 40 |
| Total revenue and income | 29 | 21 | 88 | 78 |
| EBITDA | -7 | 8 | -6 | 17 |
| Earnings before financial items and tax (EBIT) | -11 | 3 | -21 | -2 |
| Earnings before tax (EBT) | -6 | 5 | -4 | 21 |
| Assets | 528 | 1,038 | 528 | 1,038 |
| Order backlog | - | - | - | - |
Eliminations
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 160 | -67 | - | -111 |
| Internal revenue and income | -38 | -23 | -109 | -81 |
| Total revenue and income | 122 | -90 | -109 | -193 |
| EBITDA | 31 | -9 | 2 | -5 |
| Earnings before financial items and tax (EBIT) | 31 | -9 | 2 | -5 |
| Earnings before tax (EBT) | 31 | -9 | 2 | -5 |
| Assets | -1,784 | -1,531 | -1,784 | -1,531 |
| Order backlog | 168 | 166 | 168 | 166 |
IFRIC 15
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | -69 | 3 | -144 | -15 |
| Internal revenue and income | - | - | - | - |
| Total revenue and income | -69 | 3 | -144 | -15 |
| EBITDA | -12 | -1 | -27 | -1 |
| Earnings before financial items and tax (EBIT) | -12 | -1 | -27 | -1 |
| Earnings before tax (EBT) | -12 | -1 | -27 | -1 |
| Assets | -31 | -5 | -31 | -5 |
| Order backlog | 178 | 35 | 178 | 35 |
Segment total
| NOK million | 4Q 15 | 4Q 14 | 2015 | 2014 |
|---|---|---|---|---|
| External revenue and income | 3,509 | 2,730 | 12,398 | 9,935 |
| Internal revenue and income | - | - | - | - |
| Total revenue and income | 3,509 | 2,730 | 12,398 | 9,935 |
| EBITDA | 412 | 279 | 1 151 | 752 |
| Earnings before financial items and tax (EBIT) | 379 | 241 | 1 010 | 635 |
| Earnings before tax (EBT) | 382 | 216 | 1 004 | 625 |
| EBITDA % | 11.7 % | 10.2 % | 9.3 % | 7.6 % |
| EBIT % | 10.8 % | 8.8 % | 8.1 % | 6.4 % |
| EBT % | 10.9 % | 7.9 % | 8.1 % | 6.3 % |
| Assets | 6,243 | 5,428 | 6,243 | 5,428 |
| Order backlog | 11,183 | 9,429 | 11,183 | 9,429 |
Notes
1. General information
AF Gruppen is one of Norway's leading contracting and industrial groups. AF Gruppen is divided into six business areas: Civil Engineering, Environment, Building, Property, Energy and Offshore.
AF Gruppen ASA is a public limited company registered and domiciled in Norway. The head office is located at Innspurten 15, 0663 Oslo. AF is listed on the Oslo Stock Exchange's OB Match list under the ticker symbol AFG.
This summary of financial information for the 4th quarter has not been audited.
2. Basis of preparation
The consolidated financial statements for AF Gruppen encompass AF Gruppen ASA and its subsidiaries, joint ventures and associated companies. The consolidated financial statements for the 4th quarter have been prepared in accordance with IAS 34 Interim Accounts. The summary of the financial information presented in the quarterly accounts is intended to be read in conjunction with the annual report for 2014, which has been prepared in accordance with the International Financial Reporting Standards (IFRS).
As a result of rounding off, the numbers or percentages will not always add up to the total.
3. Changes in the Group's structure
Målselv Maskin & Transport AS
On 4 June AF Gruppen agreed to acquire 70 per cent of the shares in Målselv Maskin & Transport AS. The transaction includes the company's share in Holmen Betong AS og Anlegg og Maskin AS and sites under development. Målselv Maskin & Transport AS is part of the Civil Engineering business area.
Målselv Maskin & Transport AS is the largest machinery contractor in Troms. The company reported revenues of NOK 225 million in 2014 and it has 60 employees.
Operations in Målselv Maskin & Transport AS, including shares in subsidiaries and sites, are valued at NOK 155 million on a 100 per cent basis. Settlement comprised 400,538 shares in AF Gruppen ASA at NOK 111.60 per share and NOK 99 million in cash.
Presented below is an allocation of the consideration based on the opening balance sheet of Målselv Maskin & Transport AS as at 4 June 2015. Allocation of the compensation was prepared using the acquisition method as regulated in IFRS 3. The purchase price has been allocated at the fair value of the assets and liabilities of Målselv Maskin & Transport AS. The allocation is final.
| NOK million | Målselv Maskin & Transport |
|---|---|
| Cash payment | 99 |
| Value of issued shares in AF Gruppen ASA | 45 |
| Conditional vendor financing | 12 |
| - Cash and cash equivalents | -71 |
| Net payment | 84 |
| Property, plant and equipment and intangible assets | 42 |
| Investment in associates | 12 |
| Long-term interest-bearing receivables | 1 |
| Inventories and projects for own account | 11 |
| Short-term non-interest-bearing receivables | 26 |
| Minority interests | -39 |
| Deferred tax and tax payables | -5 |
| Interest-bearing loans | -19 |
| Trade payables and current non-interest-bearing liabilities | -7 |
| Net identifiable assets and liabilities | 20 |
| Goodwill | 64 |
The acquisition resulted in goodwill of NOK 64 million, which is linked to the geographical market position and the organisation's ability to operate profitably.
LAB
On 11 March 2015, AF Gruppen entered into an agreement to acquire 70 per cent of the shares in LAB AS. LAB will be part of the Building business area. LAB AS is the parent company in a group where the most important companies are LAB Entreprenør AS, Åsane Byggmesterforretning AS, Fundamentering AS and LAB Eiendom AS. LAB Entreprenør AS is the largest building contractor in the Bergen area. The company's head office is in Bergen, and it operates in Western Norway. The company reported revenues of NOK 1,217 million in 2014 and had 140 employees. Åsane Byggmesterforretning AS is the leading building contractor firm in Bergen with revenues of NOK 336 million in 2014 and 100 employees. Fundamentering AS performs sheet piling, pile driving, drilling and anchoring jobs throughout the country. The company's head office is located in Heimdal outside of Trondheim and reported revenues of NOK 242 million in 2014. Fundamentering AS has around 70 employees. LAB Eiendom AS develops properties with a central location close to the main arteries into Bergen. The company has ownership interests in five residential projects with the potential to develop 212 residential units, as well as development rights for a total gross area of 15,440 square metres of commercial property. LAB's share of this is 148 residential units and a total gross area of 8,606 square metres of commercial property.
The consideration of NOK 735 million, consists of a cash payment, payment in shares and conditional vendor financing. The payment in shares consists of 2,702,703 issued shares in AF Gruppen ASA at an agreed price of NOK 74. Fair value of these shares at the time of the transaction was NOK 247 million. The vendor financing conditions are linked to result guarantees for 2015-2017. The discounted value of the conditional consideration was NOK 128 million at the time of the transaction.
Presented below is an allocation of the consideration based on the opening balance sheet of LAB AS as at 11 March 2015. Allocation of the compensation was prepared using the acquisition method as regulated in IFRS 3. The consideration has been allocated at the fair value of the assets and liabilities of LAB AS. The allocation is final.
| NOK million | LAB |
|---|---|
| Cash payment | 360 |
| Value of issued shares in AF Gruppen ASA | 247 |
| Conditional vendor financing | 128 |
| - Cash and cash equivalents | -445 |
| Net payment | 290 |
| Property, plant and equipment and intangible assets | 131 |
| Long-term interest-bearing receivables | 58 |
| Inventories and projects for own account | 77 |
| Short-term non-interest-bearing receivables | 311 |
| Minority interests | -75 |
| Deferred tax and tax payables | -127 |
| Interest-bearing loans | -84 |
| Trade payables and current non-interest-bearing liabilities | -613 |
| Net identifiable assets and liabilities | -322 |
| Goodwill | 613 |
The acquisition resulted in goodwill of NOK 613 million, which is linked to the market position and the organisation's ability to operate profitably.
4. Accounting policies
The accounting policies applied to the accounts are consistent with those described in the annual report for 2014.
New and amended standards implemented by the Group
AF Gruppen has not implemented new or changed standards with material effect on the group's financial position and results in 2015.
5. Estimates
The preparation of the interim accounts requires the use of assessments, estimates and assumptions that have an effect on the application of accounting principles and recognised figures related to assets and commitments, revenues and costs. The estimates are based on the management's best judgement and experience, and there is some uncertainty related to the concurrence of these estimates with the actual result. Estimates and their underlying assumptions are assessed on a continuous basis. Changes in accounting estimates are recognised for the period in which the estimate is changed and for future periods if these are affected by the change in estimate.
6. Transactions with related parties
The Group's related parties consist of associates, joint ventures, the Company's shareholders and members of the Board of Directors and Corporate Management Team. All business transactions with related parties are carried out at arm's length.
In connection with the implementation of the share programme for employees in October 2015, primary insiders in the company subscribed for 33,075 share in AF Gruppen ASA at NOK 85 each. This corresponds to a 20 per cent discount in relation to the average stock exchange rate during the subscription period.
In March 2015 AF Gruppen ASA carried out the sale of 90,920 of its own shares to senior employees, of which 48,100 shares were sold to primary insiders. The sale is part of the company's bonus programme, where parts of bonuses can be used to purchase shares in AF Gruppen ASA at a 20 per cent discount compared with the market price of NOK 79.00 on 31 December 2014.
7. IFRIC 15
Segment information is presented in accordance with AF Gruppen's accounting policies in accordance with IFRS with the exception of IFRIC 15 (Agreements for the Construction of Real Estate). The effect of IFRIC 15 on the consolidated accounts is illustrated in a separate table in the segment information. According to IFRIC 15, income from the sale of apartments and the associated proportion of contracting services shall not be entered until handover. The table below shows residential housing projects for our own account that are in the production phase. Contractor values have been included in those cases where group companies are the contractor.
| AFs construction value |
Housing | Construction period | Ownership | ||
|---|---|---|---|---|---|
| Project | ex. VAT (NOK million) | units | Start up | Completion | share AF |
| Krydderhagen A1/A2/A3, Hasle | 245 | 94 | Q2 2014 | Q1/Q2 2016 | 50 % |
| Krydderhagen B1/B2/B3, Hasle | 182 | 87 | Q3 2015 | Q2 2017 | 50 % |
| Spikkestadkvartalet | 83 | 40 | Q1 2015 | Q1 2016 | 33 % |
| Thurmannskogen A/E, Lørenskog | 170 | 90 | Q2 2015 | Q1/Q2 2017 | 33 % |
| Thurmannskogen B/C/D, Lørenskog | 220 | 96 | Q4 2015 | Q4 2016 | 33 % |
| Engebrets Promenade B/C/D, Lillestrøm | 290 | 125 | Q2 2015 | Q4 2017 | 40 % |
| Rolfsbukta Terasse, Fornebu | - | 72 | Q2 2015 | Q2 2017 | 33 % |
| Losjeplassen, Drammen | - | 102 | Q3 2015 | Q2 2017 | 50 % |
| BRF Brottkärr Höjd 2:1, Gothenburg | - | 12 | Q2 2015 | Q2 2016 | 40 % |
| BRF Brottkärr Höjd 2:2, Gothenburg | - | 5 | Q3 2015 | Q4 2016 | 40 % |
Company information
AF Gruppen ASA
Head office: Innspurten 15 0603 Oslo Norway T +47 22 89 11 00 F +47 22 89 11 01
Postal address:
P.O. Box 6272 Etterstad 0603 Oslo Norway
Company's Board of Directors
Tore Thorstensen, Chairman of the Board Borghild Lunde Hege Bømark Daniel Kjørberg Siraj Peter Groth Kenneth Svendsen, elected by the employees Pål Jacob Gjerp, elected by the employees Arne Sveen, elected by the employees
Corporate Management
Morten Grongstad, CEO Sverre Hærem, CFO Arild Moe, EVP Civil Engineering Henning Olsen, EVP Building Andreas Jul Røsjø, EVP Property and Energy Amund Tøftum, EVP Offshore Eirik Wraal, EVP Environment Bård Frydenlund, EVP Personel and Organisation
Financial calendar
Presentation of interim accounts:
| 12/05/2016 | Interim report Q1 2016 |
|---|---|
| 26/08/2016 | Interim report Q2 2016 |
| 15/11/2016 | Interim report Q3 2016 |
The presentation of interim accounts for Q1 will take place at Hotel Continental, Stortingsgata 24-26, at 8:30 a.m.
For more information on the company, visit our web site at www.afgruppen.com
Cover: Lervig pier, Rogaland (Photo: Haakon Nordvik).
OPERATIONAL STRUCTURE
Civil
Transport
Engineering Environment Building Property Energy Offshore
AF Anlegg AF Anlegg Rognerud AF Arctic Pålplintar Målselv Maskin & AF Decom BA Gjenvinning Rimol Miljøpark Jølsen Miljøpark Härnösand Byggreturer
AF Bygg Oslo AF Byggfornyelse AF Bygg Østfold AF Bygg Sør AF Bygg Rogaland
Strøm Gundersen
Consolvo
Haga & Berg Entreprenør
Thorendahl
AF Bygg Göteborg
AF Bygg Syd
LAB
LAB Entreprenør
Åsane Byggmesterforretning
FAS
AF Eiendom AF Energi & Miljøteknikk
Boligenergi
AF Offshore Decom
AF Decom Offshore UK Ltd
Miljøbase Vats
AF Offshore Mandal
AF Offshore AeronMollier
Aeron Energy Tech. Co
AF Offshore Aeron Pte. Ltd.