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Akastor — Interim / Quarterly Report 2019
Jul 17, 2019
3525_rns_2019-07-17_1e5b0fc9-803a-4d0b-95c3-fa26d5ccc5da.pdf
Interim / Quarterly Report
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AKASTOR
SECOND QUARTER AND HALF YEAR RESULTS 2019
HIGHLIGHTS
- Revenue of NOK 1 304 million in the quarter with growth of 49 percent from previous year
- EBITDA of NOK 114 million in the quarter
- First Geo and AGR merger completed, presented as a new segment AGR
- MHWirth completed acquisition of Bronco Manufacturing in June
- Order intake of NOK 1.8 billion in the quarter, resulting in order backlog of NOK 3.5 billion
KEY FIGURES
Akastor Group
| NOK million | Q2 19 | Q2 18 | YTD 2019 | YTD 2018 |
|---|---|---|---|---|
| Revenue and other income | 1 304 | 873 | 2 375 | 1 754 |
| EBITDA | 114 | 78 | 206 | 141 |
| EBIT | 27 | 31 | 58 | 47 |
| CAPEX and R&D capitalization | 23 | 8 | 39 | 25 |
| NCOA | 876 | 617 | 876 | 617 |
| Net capital employed | 5 236 | 6 035 | 5 236 | 6 035 |
| Order intake | 1 786 | 1 635 | 2 932 | 2 703 |
| Order backlog | 3 529 | 2 907 | 3 529 | 2 907 |
| Net interest-bearing debt | 898 | 1 306 | 898 | 1 306 |
| Employees | 2 179 | 1 970 | 2 179 | 1 970 |
Portfolio Companies Q2 2019
| NOK million | MHWirth | AKOFS Offshore *) | AGR | Other Holdings |
|---|---|---|---|---|
| Revenue and other income | 1 013 | 234 | 156 | 144 |
| EBITDA | 109 | 104 | (1) | 6 |
| Order backlog | 2 985 | 5 579 | 260 | 284 |
| Employees | 1 531 | 240 | 350 | 298 |
| *) presented at 100% basis |
01. PERFORMANCE SUMMARY Q2 2019
- Total revenues were NOK 1 304 million, up 49% compared with the same quarter previous year
- EBITDA was NOK 114 million, including positive effect of IFRS 16 Leases of NOK 30 million
- Net interest-bearing debt was NOK 898 million, increased by NOK 608 million in the quarter. The increase is impacted by financing of acquisition of Bronco Manufacturing and the external debt in AGR.
- Order intake in the quarter was NOK 1.8 billion, including the new drilling equipment package from Keppel FELS, with end client Awilco Drilling.
- Order backlog was NOK 3.5 billion at the end of the quarter.
02. PORTFOLIO COMPANIES
MHWIRTH
MHWirth reported revenues of NOK 1 013 million in the second quarter, up 49 percent from second quarter 2018. Revenues for the first half year were NOK 1 916 million, an increase of 36 percent from 2018.
EBITDA was NOK 109 million (including NOK 18 million effect of IFRS 16) in the quarter, giving an EBITDA margin of 10.8 percent, compared with NOK 68 million in the second quarter 2018. For the first six months of the year, EBITDA ended at NOK 197 million (including NOK 34 million effect of IFRS 16), compared with NOK 137 million in 2018.
The acquisition of Bronco Manufacturing LLC was completed with accounting effect as of June 7, 2019. The company contributed revenues of NOK 19 million in Q2 and EBITDA of NOK 4 million. Acquisition-related costs of NOK 5 million were included as operating expenses in MHWirth.
The working capital level (NCOA) of MHWirth increased by NOK 365 million (of which NOK 126 million from Bronco Holdings) during the quarter to NOK 1 099 million. The increase is partly due to growth in services and single equipment revenues, as well as normal fluctuations in the working capital for projects.
Order intake in the second quarter was NOK 1 599 million, while for the first six months of the year order intake was NOK 2 611 million. The most significant contract in the quarter was the contract with Keppel FELS, with Awilco Drilling as the end client, for delivery of one drilling equipment package for a new semisubmersible drilling rig for harsh environment. This was the first out of three options, and the second drilling package for a floating drilling rig that has been awarded since the downturn started in 2014. Contract value is approximately USD 100 million.
The global drilling market remains challenging with many idle drilling rigs impacting the rig rates negatively. However, during 2018 and 2019 the trend has slowly improved with more rigs in operation, resulting in increases in both service revenues and single equipment sales. In addition, the demand for new digital technologies for upgrading old rigs has contributed to the revenue growth of MHWirth during the last 12 months.
As per Q2 2019, MHWirth had 1 531 employees.
AKOFS Offshore
AKOFS Offshore reported revenues of NOK 234 million in the second quarter, compared with NOK 289 million in the second quarter 2018. Revenues for the first half year were NOK 491 million, compared with NOK 551 million in the previous year. EBITDA was NOK 104 million in the quarter, compared with NOK 123 million in the second quarter 2018. For the first half year EBITDA was NOK 240 million, compared with NOK 209 million in 2018.
Skandi Santos had another weak quarter with revenue utilization of 58%, explained by operational issues in the beginning of the quarter and a planned maintenance stop at the end of the quarter. The vessel is back in ordinary operations from July. Aker Wayfarer had another strong quarter operationally with a revenue utilization of 95% in the quarter.
AKOFS Seafarer is currently in the yard in Norway for upgrading of the vessel and preparation for the contract with Equinor. The commencement of the five year contract is still expected to take place in the first half of 2020. A separate financing of the investments in the vessel is expected to be completed during the third quarter this year, at which time the financing from Akastor will be repaid.
The order backlog ended at NOK 5 579 million. The company had 240 employees at the end of the quarter.
AGR
The merger between First Geo and AGR was completed on April 2, 2019. Thus, as of second quarter 2019 the combined entity with the new name AGR will be reported as a separate reportable segment. Historical numbers for the segment include only First Geo.
AGR reported revenues of NOK 156 million and a negative EBITDA of NOK 1 million in the second quarter.
Most of the AGR business comes from the offshore markets in Norway, UK, Gulf of Mexico and Australia. In Norway, the demand for consultants has been strong with substantial revenue growth compared with 2018. In UK, the tender activity is high, but revenues and profitability have been disappointing so far in 2019. In Gulf of Mexico, revenues are growing slowly from a low level, and the business is still not profitable. Finally, in Australia revenues and earnings are stable, but on a low level.
OTHER HOLDINGS
Other Holdings reported revenues of NOK 144 million in the second quarter compared with NOK 150 million in the same quarter previous year. EBITDA was NOK 6 million in the quarter.
Step Oiltools had revenues of NOK 76 million and an EBITDA of NOK 12 million in the quarter, compared with NOK 61 million and NOK 1 million respectively in 2018. Cool Sorption had revenues of NOK 35 million and an EBITDA of NOK 5 million in the quarter, compared with NOK 28 million and NOK 3 million respectively in 2018. The remaining revenue and EBITDA in this segment come from the Real Estate portfolio (subletting of office leasing contracts) as well as corporate expenses.
03. AKASTOR GROUP
Performance
Akastor group's revenues in the second quarter were NOK 1 304 million, while EBITDA in the second quarter was NOK 114 million. Revenues for the first half year were NOK 2375 million compared with NOK 1 754 million in the previous year. EBITDA was NOK 206 million for the first half year, an increase of NOK 65 million from the same period in 2018. The new lease standard IFRS 16 is implemented as of January 1, 2019, which has a positive impact on EBITDA of NOK 57 million for the first half year.
Depreciation, amortization and impairment amounted to NOK 87 million in the quarter and NOK 148 million for the first half year. This includes depreciation and impairment of Right-ofuse assets (IFRS 16 impact) of NOK 35 million for the second quarter and NOK 56 million for the first half year.
Net financial expenses were NOK 53 million for the quarter and NOK 16 million for the first half year. Net financial items in 2019 included financial changes of lease liabilities of NOK 9 million for the quarter and NOK 17 million for the first half year.
Net tax expenses were NOK 12 million in the second quarter and NOK 18 million for the first half year. The effective tax rates are influenced by various non-taxable items, nonrecognized deferred tax assets, and mix of revenue generated in jurisdictions with various tax rates.
The result from continuing operations was negative NOK 38 million for the second quarter and positive NOK 24 million for the first half year. The net loss for the group was NOK 78 million for the second quarter and NOK 16 million for the first half year.
Net profit from discontinued operations was negative NOK 40 million in the quarter and first half year. This includes negative effect on re-assessment of the provision for guaranteed preferred return to our joint venture partners in AKOFS Offshore, offset by a positive effect from a settlement related to the MPO arbitration award that was announced earlier this year.
Financial Position
Net current operating assets were NOK 876 million at the end of June, an increase of NOK 354 million since previous quarter and an increase of NOK 501 million since year-end 2018.
Net cash flow from operations was negative NOK 143 million in the quarter and NOK 237 million for the first half year. The cash flow from investing activities was negative NOK 479 million and NOK 595 million for the quarter and first half year, respectively, mainly explained by acquisition of Bronco Manufacturing of USD 31.5 million and increased loan to AKOFS of NOK 173 million.
Net debt was NOK 1 430 million at the end of the period, while net interesting-bearing debt (excluding lease liabilities from IFRS 16) was NOK 898 million. Net interest-bearing debt is increased in the quarter, partially explained by financing of acquisition of Bronco Manufacturing and AGR's bank debt (non-recourse to Akastor) of NOK 154 million.
The liquidity reserve at the end of the quarter was approximately NOK 1.3 billion, with cash and bank deposits of NOK 281 million and undrawn committed credit facilities of NOK 1.0 billion.
The equity ratio was 40 percent at the end of June 2019.
Related Party Transactions
Please see note 10 for a summary of significant related party transactions that occurred in the first half year of 2019.
Principle Risks and Uncertainty
Akastor and each of its portfolio companies are exposed to various forms of market, operational and financial risks. The market situation for the oil services segments in which Akastor operates, remains challenging with low activity and weak market conditions. On the operational side, sound project execution by the portfolio companies without cost overruns as well as securing new orders are substantial factors to the companies' financial performance. Results also depend on costs, both the portfolio companies' own costs and those charged by suppliers, as well as interest expenses, exchange rates and customers' ability to pay. Akastor and its portfolio companies are exposed to financial market risks including changes in currency rates and hedge activities, interest rates, tax, credit and counterparty risks, as well as risks associated with access to and terms of financing.
In addition, these companies, through their business activities within their respective sectors and countries, are also exposed to legal/compliance and regulatory/political risks, e.g. political decisions on international sanctions that impact supply and demand of the services offered by the portfolio companies, as well as environmental regulations. As an investment company, Akastor and its portfolio companies from time to time engage in mergers and acquisitions and other transactions that could expose the companies to financial and other non-operational risks, such as warranty and indemnity claims and price adjustment mechanisms.
To manage and mitigate risks within Akastor, risk evaluation is an integral part of all business activities. As owner, Akastor actively supervises risk management in its portfolio companies through participation on board of each portfolio company, and by defining a clear set of risk management and mitigation processes and procedures that all portfolio companies must adhere to. Akastor's Annual Report 2018 provides more information on risks and uncertainties.
The Akastor Share
The company had a market capitalization of NOK 3.2 billion on July 16, 2019. The company owned 2 390 215 own shares at the end of the quarter.
Fornebu, July 16, 2019 The Board of Directors and CEO of Akastor ASA
04. DECLARATION BY THE BOARD OF DIRECTORS AND CEO
The Board of Directors and the CEO have today considered and approved the consolidated condensed financial statements for the six months ended June 30, 2019, with comparatives for the corresponding period of 2018 for Akastor Group.
The Board has based this declaration on reports and statements from the group's CEO, the results of the group's activities, and other information that is essential to assess the group's position.
To the best of our knowledge:
- The consolidated condensed financial statements for the six months ended June 30, 2019 have been prepared in accordance with IAS 34 - Interim Financial Reporting and additional disclosure requirements under the Norwegian Securities Trading Act.
- The information provided in the financial statements gives a true and fair portrayal of Akastor Group's assets, liabilities, profit and overall financial position as of June 30, 2019.
- The information provided in the report for the first half 2019 provides a true and fair overview of the development, performance, financial position, important events and significant related party transactions in the accounting period as well as the most significant risks and uncertainties facing Akastor Group.
Fornebu, July 16, 2019 The Board of Directors and CEO of Akastor ASA
Kristian M. Røkke | Chairman
Lone Fønss Schrøder | Deputy Chairman
Øyvind Eriksen | Director
Kathryn M. Baker | Director
Asle Christian Halvorsen | Director Stian Sjølund | Director
Sarah Ryan | Director
Henning Jensen | Director
Karl Erik Kjelstad I CEO
6 Akastor ASA - Second quarter and half year results 2019
| 7 | 1 304 | 873 | 2 375 | 1 754 | 3 800 |
|---|---|---|---|---|---|
| (1 190) | (795) | (2 168) | (1 613) | (3 509) | |
| 114 | 78 | 206 | 141 | 290 | |
| (87) | (47) | (148) | (94) | (181) | |
| 27 | 31 | 58 | 47 | 109 | |
| 8 | (53) | 103 | (16) | 54 | (200) |
| (26) | 134 | 42 | 102 | (91) | |
| (12) | (14) | (18) | (15) | (103) | |
| (38) | 121 | 24 | 86 | (194) | |
| (40) | (372) | (40) | (357) | (128) | |
| (78) | (251) | (16) | (271) | (322) | |
| (74) | (251) | (12) | (271) | (322) | |
| (4) | - | (4) | - | - | |
| (0.27) | (0.93) | (0.05) | (1.00) | (1.19) | |
| (0.13) | 0.44 | 0.10 | 0.32 | (0.71) |
| (16) | (271) | (322) |
|---|---|---|
| 66 | - | (80) |
| - | (13) | (43) |
| 4 | (29) | (37) |
| (63) | (173) | 51 |
| - | - | (442) |
| 14 | - | (44) |
| (14) | 3 | 30 |
| 7 | (212) | (565) |
| - | - | (4) |
| - | - | - |
| - | - | (4) |
| (10) | (482) | (891) |
| (6) | (482) | (891) |
| (4) | - | - |
| 350 | 374 | |
|---|---|---|
| 1 524 | 1 260 | |
| 758 | 825 | |
| 520 | - | |
| 62 | 62 | |
| 19 | - | |
| 2 590 | 2 557 | |
| 10 | - | |
| 5 833 | 5 077 | |
| 11 | 4 056 | 3 472 |
| 521 | 257 | |
| 21 | - | |
| 281 | 198 | |
| 4 879 | 3 927 | |
| 10 712 | 9 005 | |
| 4 297 | 4 317 | |
| 24 | - | |
| 4 321 | 4 317 | |
| 8 | 9 | |
| 319 | 332 | |
| 496 | 556 | |
| 1 692 | 588 | |
| 493 | - | |
| 3 008 | 1 485 | |
| 11 | 3 197 | 3 189 |
| 19 | 14 | |
| 168 | - | |
| 3 384 | 3 203 | |
| 10 712 | 9 005 |
| (78) | (251) | (16) | (271) | (322) |
|---|---|---|---|---|
| 40 | 372 | 40 | 357 | 128 |
| 87 | 47 | 148 | 94 | 181 |
| (192) | 51 | (409) | 120 | 327 |
| (143) | 219 | (237) | 300 | 315 |
| (5) | (5) | (6) | (21) | (95) |
| (18) | (3) | (33) | (4) | (36) |
| (29) | 1 | (30) | (11) | 1 103 |
| (237) | - | (237) | - | - |
| (191) | (576) | (289) | (659) | (726) |
| (479) | (584) | (595) | (695) | 247 |
| 753 | 622 | 955 | 600 | (411) |
| (37) | - | (71) | - | (70) |
| - | - | 4 | - | - |
| 715 | 622 | 888 | 600 | (481) |
| 21 | (69) | 26 | (17) | (50) |
| 114 | 188 | 83 | 188 | 30 |
| 167 | 168 | 198 | 168 | 168 |
| 281 | 356 | 281 | 356 | 198 |
| 4 063 | 253 | 4 317 | - | 4 317 | |
|---|---|---|---|---|---|
| (6) | - | (6) | - | (6) | |
| 4 057 | 253 | 4 311 | - | 4 311 | |
| (12) | 7 | (6) | (4) | (10) | |
| (12) | - | (12) | 27 | 15 | |
| 4 | - | 4 | - | 4 | |
| 4 037 | 260 | 4 297 | 24 | 4 321 | |
| 4 415 | 862 | 5 277 | - | 5 277 | |
| (26) | (45) | (71) | - | (71) | |
| 4 389 | 817 | 5 206 | - | 5 206 | |
| (271) | (212) | (482) | - | (482) | |
| 4 118 | 605 | 4 724 | - | 4 724 |
NOTES
NOTE 1 - GENERAL
Akastor (the group) consists of Akastor ASA and its subsidiaries. Akastor ASA is a limited liability company incorporated and domiciled in Norway and whose shares are publicly traded.
The group is an oil-services investment company with a portfolio of industrial holdings and other investments. Akastor is listed on the Oslo Stock Exchange under the ticker AKA. Please refer to note 34 Group companies in Akastor's Annual Report 2018 for more information on the group's structure.
Akastor's Annual Report for 2018 is available at www.akastor.com.
NOTE 2 - BASIS FOR PREPARATION
The condensed consolidated financial statements of Akastor comprise the group and the group's interests in equityaccounted investees. As a result of rounding differences, numbers or percentages may not add up to the total.
Akastor's condensed interim financial statements for the six months ended June 30, 2019 are prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. The condensed consolidated interim financial statements do not include all of the information and disclosures required for a complete set of annual consolidated financial statements, and should be read in conjunction with Akastor's Annual Report 2018. The accounting policies applied in these financial statements are the same as those applied in the group's consolidated financial statements as for the year ended December 31, 2018, except for changes in significant accounting policies related to the application of IFRS 16, which are described in note 4.
The condensed consolidated interim financial statements are unaudited.
NOTE 3 - JUDGMENTS, ESTIMATES AND ASSUMPTIONS
In applying the accounting policies, management makes judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and judgments are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revision to accounting estimates is recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
In preparing these interim financial statements, the significant judgments made by management in applying the group's accounting policies and the key sources of uncertainty in the estimates are consistent with those applied to the consolidated financial statements as for the period ended December 31, 2018.
NOTE 4 - Changes in significant accounting policies
Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in Akastor's consolidated financial statements for the year ended December 31, 2018.
Akastor has adopted IFRS 16 Leases from January 1, 2019. The effects of applying this standard are described below.
IFRS 16 Leases
The standard replaces IAS 17 Leases and the related interpretations. The new standard introduces a single, on-balance sheet lease accounting model for lessees, with optional exemptions for short-term leases and leases of low value items. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. With regards to lessor accounting, the requirements remain similar to the current standard.
On transition to IFRS 16, the group has applied the new standard using the modified retrospective approach. The cumulative effect of initial application is recognized as an adjustment to the opening balance of retained earnings as of January 1, 2019. Under this transition method, the comparable information presented for 2018 has not been restated.
The group has elected to apply the following practical expedients on transition to IFRS 16, as described in Akastor's Annual Report 2018:
. Relied on assessment of whether leases were onerous applying IAS 37 on December 31, 2018 as an alternative to performing an impairment review of right-of-use assets for all its leases on January 1, 2019.
- Applied the short-term lease practical expedient to leases ending within 2019.
- Excluded initial direct costs from measurement of right-of-use assets at the date of initial application.
Impact on transition to IFRS 16
At transition, for operating leases under IAS 17 in which the group is a lessee, lease liabilities are measured at the present value of the remaining lease payments, discounted at the group's incremental borrowing rate as of January 1, 2019. Rightof-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
Before the adoption of IFRS 16, the group classified its sub-leases, in which the group is a lessor, as operating leases. At transition, some of the sub-leases are reclassified as finance leases with reference to the right-of-use assets arising from the head leases. Finance lease receivables are recognized for the sub-leases classified as finance lease under IFRS 16.
The following table summarizes the impact of transition to IFRS 16 on the group's consolidated statement of financial position as of January 1, 2019. Please refer to Note 2 in Akastor's Annual Report 2018 for more descriptions of impact of adopting IFRS 16 for the group as a lessee and as a lessor.
| Impact of adopting | |
|---|---|
| NOK million | IFRS 16 at January 1, 2019 |
| Right-of-use assets | 525 |
| Finance lease receivables | 55 |
| Trade and other receivables | (16) |
| Total assets | 564 |
| Equity | (6) |
| Lease liabilities | 683 |
| Provisions | (113) |
| Total equity and liabilities | 564 |
The table below represents a reconciliation of the group's operating lease commitment as reported under IAS 37 as of December 31, 2018, and the lease liabilities recognized as of January 1, 2019. The weighted-average discount rate applied is 5.3%.
| NOK million | January 1, 2019 |
|---|---|
| Operating lease commitments at December 31, 2018 | 937 |
| Recognition exemption for short-term leases | (66) |
| Effect of discounting | (188) |
| Lease liabilities recognized at January 1, 2019 | 683 |
Impact for the period
The following tables summarize the impact of adopting IFRS 16 on the group's interim financial statements of income and cash flows for the period ended on June 30, 2019. The group presents right-of-use assets and lease liabilities separately in the statement of financial position.
Condensed interim consolidated income statement
| First half | |
|---|---|
| NOK million | 2019 |
| Revenues and other income | (16) |
| Operating expenses | 74 |
| Operating profit before depreciation, amortization and impairment (EBITDA) | 57 |
| Depreciation and impairment | (56) |
| Net financial items | (14) |
| Tax income (expense) | $\mathcal{L}$ |
| Profit (loss) for the period | (12) |
Condensed interim consolidated statement of cash flows
| First half | |
|---|---|
| NOK million | 2019 |
| Net cash from operating activities | 56 |
| Net cash from investing activities | 15 |
| Net cash from financing activities | (71) |
| Net increase (decrease) in cash and cash equivalents |
Summary of new accounting policies
- Right-of-use assets
The group recognizes right-of-use asset at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less accumulated depreciation and impairment losses, and adjusted for certain remeasurement of the lease liability. The cost of right-of-use asset includes the amount of lease liability recognized, initial direct costs incurred, and the lease payments made at or before the commencement date less any lease incentives received. The right-of-asset is generally depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment assessment of non-financial assets as described in Note 3 in Akastor's Annual Report 2018.
- Lease liabilities
At the lease commencement date, the group recognizes lease liability measured at the present value of the lease payments over the lease term, discounted using the group's incremental interest rate. Generally, the lease payments include fixed payments and variable lease payments that depend on an index or rate. The variable lease payment that does not depend on an index or rate is recognized as expense in the period in which it is incurred.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payment made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or as appropriate, changes in the assessment of whether an extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
- Short term leases and leases of low-value items
The group applies the recognition exemption to its leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option (short-term leases). The group also applies recognition exemption to leases that are considered of low-value items, mainly IT equipment and office equipment. Lease payments on short-term leases and leases of low-value items are recognized as expenses on a straight-line basis over the lease term.
- Lease term
The group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any period covered by an option to terminate the lease if it is reasonably certain not to be exercised. The group applies judgment in evaluating whether it is reasonably certain to exercise a renewal option, considering all relevant factors that create economic incentive to exercise the renewal option.
NOTE 5 - Business combinations
On April 2, 2019, Akastor completed the transaction to merge First Geo AS (First Geo) and AGR Bidco AS (AGR). The transaction was carried out primarily as an asset deal, whereby assets in the old AGR legal structure and three legal entities were transferred to a new legal structure AGR AS. Akastor contributed 100% of its shares in First Geo AS to AGR AS to form the combined AGR/First Geo group (referred as a new portfolio company AGR). After the transaction, Akastor holds 100% of the shares and 55% of the economic interest in the merged company AGR. Silverfleet Capital, DNB Bank ASA and Nordea Bank Abp, filial i Norge (together the AGR stakeholders) hold the remaining 45% economic interest. In addition, AGR AS has rolled over NOK 270 million of the debt, of which DNB, Nordea and Akastor holds NOK 90 million each.
On June 7, 2019, Akastor, through its portfolio company MHWirth, acquired 100% ownership interest in Bronco Manufacturing LLC (Bronco) for a cash consideration of USD 31.5 million at a cash-free and debt-free basis. Bronco is consolidated as part of MHWirth.
The acquired AGR business contributed revenues of NOK 134 million and net loss of NOK 8 million, while Bronco contributed revenues of NOK 19 million and net profit of NOK 3 million for the period from the acquisition date to June 30, 2019. If the acquisition of AGR and Bronco had occurred on January 1, 2019, management estimates that consolidated revenue and profit after tax for the half year ended June 30, 2019 would have been NOK 2 615 million and negative NOK 7 million, respectively. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2019.
Details of the purchase consideration, net asset acquired and goodwill are as follows:
Consideration transferred
| NOK million | AGR | Bronco |
|---|---|---|
| Cash consideration | $\overline{\phantom{a}}$ | 271 |
| Fair value of non-cash consideration | h | |
| Total consideration transferred | 271 |
Acquisition-related costs of NOK 5 million are included in "operating expenses" in profit or loss.
Identifiable assets and liabilities acquired
| NOK million | AGR | Bronco |
|---|---|---|
| Property, plant and equipment | $\overline{2}$ | 4 |
| Right-of-use assets | 42 | 9 |
| Intangible assets | 39 | 13 |
| Deferred tax assets | 12 | |
| Inventories | 99 | |
| Trade and other receivables | 106 | 45 |
| Cash and cash equivalents | 32 | $\overline{2}$ |
| Other assets | 3 | $\mathbf{1}$ |
| External borrowings | (152) | (5) |
| Deferred tax liabilities | (8) | |
| Lease liabilities | (41) | (9) |
| Trade and other payables | (109) | (24) |
| Other liabilities | (1) | |
| Total net identifiable assets acquired | (76) | 135 |
In AGR, the fair values of intangible asset (mainly customer relationships and brand name) and external borrowings have been determined on a provisional basis. In Bronco, the assessment of fair values of identifiable assets and liabilities is still ongoing. The preliminary calculations of goodwill are shown as below.
Goodwill arising from the acquisitions
| NOK million | AGR | Bronco |
|---|---|---|
| Fair value of consideration transferred | 271 | |
| Non-controlling interests measured at fair value | 10 | |
| Fair value of net identifiable assets | 76 | (135) |
| Goodwill | 92 | 136 |
The group has chosen to recognize the non-controlling interests at its fair value at acquisition of AGR primarily by applying an income based approach. The goodwill from acquisition of AGR is mainly attributable to the skills and technical talent of AGR's work force and the synegies expected to be achieved from merging the company with First Geo.
NOTE 6 - OPERATING SEGMENTS
Akastor identifies its reportable segments and discloses segment information under IFRS 8 Operating Segments. See note 6 Operating segments in Akastor's Annual Report 2018 for descriptions of Akastor's management model and operating segments as well as accounting principles used for segment reporting.
The merged portfolio company AGR is identified as a reportable segment for Akastor. First Geo, previously included in the segment "Other holdings", has been included in the segment "AGR" as of June 30, 2019. Historical information has been restated.
Q2 2019
| NOK million | MHWirth | AKOFS Offshore |
AGR | Other | Total operating holdings segments |
Adjustment of AKOFS Offshore |
Eliminati ons |
Total Akastor |
|---|---|---|---|---|---|---|---|---|
| External revenue and other income | 1007 | 234 | 156 | 141 | 1538 | (234) | ٠ | 1 3 0 4 |
| Internal revenue | 6 | $\sim$ | 2 | 8 | $\overline{\phantom{a}}$ | (8) | ||
| Total revenue | 1013 | 234 | 156 | 144 | 1546 | (234) | (8) | 1 3 0 4 |
| Operating profit before depreciation, amortization and impairment (EBITDA) |
109 | 104 | (1) | 6 | 218 | (104) | 114 | |
| Operating profit (loss) (EBIT) | 57 | 24 | (6) | (24) | 51 | (24) | 27 | |
| Capital expenditure and R&D capitalization |
21 | 110 | $\overline{2}$ | $\overline{\phantom{a}}$ | 133 | (110) | 23 |
Q2 2018
| NOK million | MHWirth | AKOFS Offshore |
AGR | Total Other operating holdings segments |
Adjustment of AKOFS Offshore |
Eliminati, ons |
Total Akastor |
|
|---|---|---|---|---|---|---|---|---|
| External revenue and other income | 674 | 289 | 47 | 143 | 1 1 5 3 | (280) | ۰ | 873 |
| Internal revenue | 7 | ٠ | 7 | 13 | ٠ | (13) | ||
| Total revenue | 681 | 289 | 47 | 150 | 1 1 6 7 | (280) | (13) | 873 |
| Operating profit before depreciation, amortization and impairment (EBITDA) |
68 | 123 | 10 | (8) | 193 | (115) | 78 | |
| Operating profit (loss) (EBIT) | 36 | (280) | 10 | (23) | (257) | 288 | 31 | |
| Capital expenditure and R&D capitalization |
8 | (1) | $\mathbf{1}$ | 8 | 8 |
| 1 900 | 491 | 186 | 289 | 2 866 | (491) | - | 2 375 |
|---|---|---|---|---|---|---|---|
| 16 | - - | 3 | 19 | - | (19) | - | |
| 1 916 | 491 | 186 | 292 | 2 885 | (491) | (19) | 2 375 |
| 197 | 240 | 1 | 8 | 447 | (240) | - | 206 |
| 104 | 79 | (4) | (42) | 137 | (79) | - | 58 |
| 37 | 254 | 2 | 1 | 293 | (254) | - | 39 |
| 1 099 | 138 | 2 | (225) | 1 014 | (138) | - | 876 |
| 2 883 | 3 520 | 154 | 1 157 | 7 714 | (2 478) | - | 5 236 |
| 1 401 | 551 | 80 | 258 | 2 289 | (534) | - | 1 754 |
|---|---|---|---|---|---|---|---|
| 11 | - - | 8 | 19 | - | (19) | - | |
| 1 412 | 551 | 80 | 266 | 2 308 | (534) | (19) | 1 754 |
| 137 | 209 | 13 | (25) | 334 | (192) | - | 141 |
| 72 | (273) | 13 | (55) | (242) | 289 | - | 47 |
| 11 | 10 | - | 4 | 25 | - - | 25 | |
| 671 | 217 | (7) | (47) | 834 | (217) | - | 617 |
| 2 347 | 2 203 | 12 | 1 473 | 6 035 | - - | 6 035 |
NOTE 7 - Revenue from contracts with customers
Revenue from contracts with customer in the scope of IFRS 15 is disaggregated in the following table by major contract and revenue types and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with revenue information as shown in note 6 Operating segments.
Half year 2019
| NOK million | MHWirth | AKOFS Offshore |
AGR | Other holdings |
Adjustme nt of AKOFS Offshore |
Total Akastor |
|---|---|---|---|---|---|---|
| Major contract/revenue types | ||||||
| Construction revenue | 1052 | 84 | 1 1 3 6 | |||
| Sale of standard products | 389 | 7 | 72 | 468 | ||
| Service revenue | 456 | 152 | 179 | 50 | (152) | 685 |
| Total revenue from contracts with customer | 1898 | 152 | 186 | 206 | (152) | 2 2 9 0 |
| Timing of revenue recognition | ||||||
| Transferred over time | 1509 | 152 | 179 | 134 | (152) | 1821 |
| Transferred at point in time | 389 | $\overline{\phantom{a}}$ | $\overline{7}$ | 72 | ٠ | 468 |
| Total revenue from contracts with customer | 1898 | 152 | 186 | 206 | (152) | 2 2 9 0 |
| Lease revenue and other income | 2 | 340 | 83 | (340) | 85 | |
| Total external revenue and other income in segment reporting | 1900 | 491 | 186 | 289 | (491) | 2 3 7 5 |
Half year 2018
| NOK million | MHWirth | AKOFS Offshore |
AGR | Other holdings |
Adjustme nt of AKOFS Offshore |
Total Akastor |
|---|---|---|---|---|---|---|
| Major contract/revenue types | ||||||
| Construction revenue | 774 | ٠ | 24 | ٠ | 798 | |
| Sale of standard products | 269 | 6 | 48 | 323 | ||
| Service revenue | 350 | 178 | 74 | 76 | (178) | 500 |
| Total revenue from contracts with customers | 1 3 9 3 | 178 | 80 | 148 | (178) | 1621 |
| Timing of revenue recognition | ||||||
| Transferred over time | 1 1 2 4 | 178 | 74 | 100 | (178) | 1 2 9 8 |
| Transferred at point in time | 269 | ٠ | 6 | 48 | $\blacksquare$ | 323 |
| Total revenue from contracts with customers | 1393 | 178 | 80 | 148 | (178) | 1621 |
| Lease revenue and other income | 8 | 373 | ٠ | 109 | (357) | 134 |
| Total external revenue and other income in segment reporting | 1401 | 551 | 80 | 258 | (534) | 1754 |
NOTE 8 - NET FINANCIAL ITEMS
| Second quarter | First half | Full year | |||
|---|---|---|---|---|---|
| NOK million | 2019 | 2018 | 2019 | 2018 | 2018 |
| Net interest expenses on financial liabilities measured at amortized costs |
(15) | (18) | (27) | (35) | (75) |
| Net financial charges of lease liabilities | (9) | (17) | |||
| Interest income on debt instruments at EVOCI | 19 | 14 | 38 | 28 | 61 |
| Profit (loss) from equity-accounted investees | (54) | (24) | (68) | (50) | (157) |
| Dividend income from equity instrument | 17 | 39 | 33 | 39 | 71 |
| Net change in fair value of financial assets at FVTPL | (12) | 26 | 29 | 38 | (71) |
| Net foreign exchange gain (loss) | 7 | 31 | 4 | 8 | (2) |
| Other financial income (expenses) | (6) | 34 | (8) | 26 | (26) |
| Net financial items | (53) | 103 | (16) | 54 | (200) |
NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments measured at fair value are classified by the levels in the fair value hierarchy. See note 32 Financial instruments in Akastor's Annual Report 2018 for more information about valuation methodologies and the group's financial instruments. The estimated fair values of material financial instruments are as below:
| NOK million | Fair value hierarchy |
Fair value as of June 30, 2019 |
Fair value as of December 31, 2018 |
|---|---|---|---|
| Financial assets measured at fair value | |||
| - Hedging instruments | Level 2 | 12 | 117 |
| Fair value through P&L (FVTPL) | |||
| - Equity securities | Level 1 | 83 | 76 |
| - Equity securities | Level 3 | 873 | 849 |
| - Warrants | Level 3 | 50 | 33 |
| - Contingent considerations | Level 3 | 65 | 65 |
| Fair value through Other comprehensive income (FVOCI) | |||
| - Debt instruments | Level 3 | 540 | 512 |
| Financial liabilities measured at fair value | |||
| - Hedging instruments | Level 2 | (29) | (210) |
| - Deferred settlement obligations | Level 3 | (422) | (408) |
NOTE 10 - RELATED PARTIES
All transactions with related parties have been carried out based on arm's length terms. For detailed descriptions of related party transactions, please refer to note 35 Related parties in Akastor's Annual Report 2018.
Aker entities
Below is a summary of transactions and balances between Akastor and the subsidiaries and associates of Aker ASA referred as "Aker Entities".
Income statement
| First half | |||
|---|---|---|---|
| NOK million | 2019 | 2018 | |
| Revenue | 90 | 82 | |
| Operating costs | (7) | (19) | |
| Depreciation and impairment | (16) | $\sim$ | |
| Net financial items | (2) | ||
| Included in Net profit from discontinued operations | |||
| - Revenue | 3 | ||
| - Net financial items | (112) |
Financial position - Assets (Liabilities)
| June 30 | December 31 | |
|---|---|---|
| NOK million | 2019 | 2018 |
| Right-of-use assets | 54 | ٠ |
| Finance lease receivables | 33 | ٠ |
| Trade receivables | 29 | 28 |
| Lease liabilities | (86) | ٠ |
| Trade payables | (3) | ٠ |
Other related parties
As of June 30, 2019, Akastor has interest-bearing receivables against AKOFS Offshore, a joint venture, amounting to NOK 521 million.
At June 28, 2019, Akastor granted a subordinated loan of NOK 10 million to Aker Pensjonskasse. The loan has maturity in June 2030 with interest rate at 7% p.a.
NOTE 11 - CURRENT OPERATING ASSETS AND LIABILITIES
| NOK million | June 30 2019 |
December 31 2018 |
|---|---|---|
| Inventories | 654 | 548 |
| Trade receivables | 1 2 1 4 | 1410 |
| Current tax assets | 4 | 4 |
| Derivative financial instruments, assets | 12 | 117 |
| Other receivables and assets | 2 1 7 2 | 1391 |
| Total current operating assets | 4056 | 3 4 7 2 |
| Trade payable | 308 | 236 |
| Provisions | 152 | 236 |
| Current tax liabilities | 9 | 8 |
| Derivative financial instruments, liabilities | 29 | 210 |
| Other payables and liabilities | 2699 | 2498 |
| Total current operating liabilities and provisions | 3 1 9 7 | 3 1 8 9 |
NOTE 12 - SHARE CAPITAL AND EQUITY
Total outstanding shares are 274 000 000 at par value NOK 0.592 per share. As of June 30, 2019, Akastor ASA holds 2 390 215 treasury shares. The weighted average number of ordinary shares outstanding, adjusted for treasury shares, is 271 486 043 for the first half year ended June 30, 2019.
ALTERNATIVE PERFORMANCE MEASURES
Akastor discloses alternative performance measures as a supplement to the consolidated financial statements prepared in accordance with IFRS. Such performance measures are used to provide an enhanced insight into the operating performance, financing abilities and future prospects of the company. These measures are calculated in a consistent and transparent manner and are intended to provide enhanced comparabilities of the performance from period to period. It is Akastor's experience that these measures are frequently used by securities analysts, investors and other interested parties.
Definitions
EBITDA - Earnings before interest, tax, depreciation and amortization, corresponding to "Operating profit before depreciation, amortization and impairment" in the consolidated income statement.
EBIT - Earnings before interest and tax, corresponding to "Operating profit (loss)" in the consolidated income statement.
Capex and R&D capitalization - a measure of expenditure on PPE or intangible assets that qualify for capitalization
Net current operating assets (NCOA) - a measure of working capital. It is calculated by current operating assets minus current operating liabilities, excluding financial assets or financial liabilities related to hedging activities
Net capital emploved - a measure of all assets emploved in the operation of a business. It is calculated by non-current assets (excluding non-current interest bearing receivables) and finance lease receivables added by net current operating asset, minus non-current operating liabilities (deferred tax liabilities, employee benefit obligations, other noncurrent liabilities and total lease liabilities)
Gross debt - Sum of current and non-current borrowings
Net debt - Gross debt minus cash and cash equivalents
Net interesting bearing debt - Net debt minus interest-bearing receivables
Equity ratio - a measure of investment leverage, calculated as total equity divided by total assets at the reporting date
Liquidity reserve - comprises cash and cash equivalents and undrawn committed credit facilities
Order intake - represents the expected contract value from the contracts or orders that are entered into or committed in the reporting period
Order backlog - represents the remaining unearned contract value from the contracts that are already entered into or committed at the reporting date
Reconciliations
The tables below show reconciliations of alternative performance measures to the line items in the consolidated financial statements according to IFRS.
Net current operating assets (NCOA)
| June 30 | December 31 | |
|---|---|---|
| NOK million | 2019 | 2018 |
| Current operating assets | 4056 | 3472 |
| Less: | ||
| Current operating liabilities | 3 1 9 7 | 3 1 8 9 |
| Derivative financial instruments | (17) | (92) |
| Net current operating assets | 876 | 375 |
Net capital employed (NCE)
| June 30 | December 31 | |
|---|---|---|
| NOK million | 2019 | 2018 |
| Total non-current assets | 5833 | 5077 |
| Net current operating assets (NCOA) | 876 | 375 |
| Current finance receivables | 21 | |
| Less: | ||
| Non-current interest-bearing receivables | 10 | |
| Deferred tax liabilities | 8 | 9 |
| Employee benefit obligations | 319 | 332 |
| Other non-current liabilities | 496 | 556 |
| Total lease liabilities | 661 | |
| Net capital employed | 5 2 3 6 | 4556 |
Gross/Net debt/NIBD
| June 30 | December 31 | |
|---|---|---|
| NOK million | 2019 | 2018 |
| Non-current borrowings | 1692 | 588 |
| Current borrowings | 19 | 14 |
| Gross debt | 1711 | 601 |
| Less: | ||
| Cash and cash equivalents | 281 | 198 |
| Net debt | 1430 | 403 |
| Less: | ||
| Non-current interest-bearing receivables | 10 | $\overline{\phantom{a}}$ |
| Current interest-bearing receivables | 521 | 257 |
| Net interest bearing debt (NIBD) | 898 | 146 |
Equity ratio
| June 30 | December 31 | |
|---|---|---|
| NOK million | 2019 | 2018 |
| Total equity | 4321 | 4317 |
| divided by Total assets | 10712 | 9 0 0 5 |
| Equity ratio | 40 % | 48% |
Liquidity reserve
| June 30 | December 31 | |
|---|---|---|
| NOK million | 2019 | 2018 |
| Cash and cash equivalents | 281 | 198 |
| Undrawn committed credit facilities | 1022 | 2 0 0 0 |
| Liquidity reserve | 1 3 0 3 | 2 1 9 8 |
Financial Calendar Third quarter results 2019, October 29, 2019.
Contact Information
Leif Borge Chief Financial Officer
Tel: +47 917 86 291 E-mail: [email protected] Visiting address: Oksenøyveien 10, NO-1366 Lysaker, Norway
For more information, please visit www.akastor.com/investors
www.akastor.com/investors