AI assistant
Aker — Interim / Quarterly Report 2014
May 15, 2014
3526_rns_2014-05-15_e17d5bc5-2eb3-45cf-a146-b25443cf5e92.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
First-quarter 2014 highlights
Financial key figures (Aker ASA and holding companies)
- The net asset value of Aker ASA and holding companies (Aker) declined 4.6 per cent in the first quarter to NOK 22.9 billion. Per-share net asset value (NAV) amounted to NOK 317 as of 31 March 2014, before allocated dividend, compared to NOK 332 as per 31 December 2013.
- Cash holdings rose by NOK 1.1 billion to NOK 3.5 billion in the first quarter, primarily due to the issuing of a SEK 1.5 billion bond in January that resulted in net proceeds of NOK 1.4 billion.
- The value of Aker's Industrial Holdings portfolio fell to NOK 20.1 billion in the quarter, from NOK 21.6 billion as of 31 December 2013. Aker's Financial Investments portfolio amounted to NOK 9.9 billion, compared to NOK 8.1 billion as of 31 December 2013.
- The value-adjusted equity ratio was 76 per cent, down from 81 per cent as per year-end 2013, prior to the distribution of dividend.
- The Aker share declined 13 per cent during the first quarter to NOK 193.5, compared to a 2.4 per cent gain in the Oslo Stock Exchange's benchmark index (OSEBX).
- Aker received NOK 71 million in dividend payments from Ocean Yield in the quarter. Aker expects to receive over NOK 950 million in dividend payments from its portfolio investments in 2014, compared to NOK 852 million in 2013. The company is therefore in 2014 matching upstream cashflow with total dividend payments to shareholders.
- Aker's Annual General Meeting approved on 11 April the payment of NOK 13 per share ordinary dividend for 2013 to shareholders, which represents 3.9 per cent of NAV as per year-end 2013. In total, NOK 940 million was distributed on 25 April.
Main contributors to Aker's NOK 30 billion gross asset value as of 31 March 2014
The balance sheet and income statement for Aker ASA and holding companies (Aker) have been prepared to show the financial position as a holding company. Net asset value (NAV) is a core performance indicator at Aker ASA. NAV expresses Aker's underlying value and is a key determinant of the company's dividend policy (annual dividend payments of 2-4 per cent of NAV). Gross asset value is determined by applying the market value of exchange-listed shares, while book value is used for other assets. The same valuation principles apply to fund investments. Net asset value is gross asset value less liabilities.
Letter from the CEO
Dear fellow shareholders,
2014 is revealing itself to be a transformational year for Aker. The first indication of this came on 30 April with the announcement of the split of Aker Solutions into two separate entities. Aker's largest and most valuable investment took a major step towards dealing with its structural complexities, reducing costs and enhancing competitiveness. Next in line is Det norske, Aker's second-biggest investment, for which robust financing strategies to develop the Johan Sverdrup oil field are being explored. Add to this list the divestment of assets from the Financial Investments portfolio and a possible U.S. listing of Aker BioMarine, and you'll see some of the value potential in Aker going forward.
Aker's performance
While the performance so far in the second quarter has been great, the first quarter of this year was somewhat volatile. Aker's net asset value fell 4.6 per cent in the first quarter to NOK 22.9 billion, due to a NOK 1.5 billion decline in the value of our Industrial Holdings portfolio to NOK 20.1 billion. This decline was primarily due to a NOK 1.4 billion drop in the Aker Solutions share investment. Financial Investments rose by NOK 1.8 billion. This was led by a NOK 1.1 billion increase in cash holdings and a NOK 524 million gain in Converto Capital Fund's assets under management, partly on the back of the Aker Philadelphia Shipyard's share price rally.
In April, Aker settled with the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (Oekokrim), in the case involving a total return swap (TRS) agreement entered by Aker in 2013 with financial exposure to Aker Solutions shares. We've learnt the hard way that TRSes are ill-suited financial instruments for the type of long-term investments that constitute our Industrial Holdings. Hence our decision not to roll over the agreement upon its expiry on 2 May, but acquire the 891 762 underlying Aker Solutions shares.
Industrial Investments – a milestone in Aker Solutions' journey
Aker Solutions has been on a transformational journey since the merger between Aker Maritime and Kvaerner in 2002, which serves as a good illustration of Aker's active ownership in practice. The greater the restructuring demands of our assets, the more involved we get in unlocking the underlying value potential. Since listing in 2004, Aker Solutions has generated 22.1 per cent average return to shareholders. NOK 12 billion in assets have been divested since 2011. The split announced two weeks ago was the natural next step in the process of streamlining, focusing and derisking the portfolio. The new Aker Solutions will become an integrated oil services provider specialising in subsea developments and offshore field design. The new Akastor will become an oil services investment company with a unique portfolio of stand-alone businesses like Drilling Technology, Process Systems and Business Solutions (shared services). By reducing complexity and costs, I firmly believe that the division will prove to be value accretive for shareholders.
"The split announced two weeks ago was the natural next step in the process of streamlining, focusing and derisking the portfolio."
Building sound organisational structures is a central component of Aker's value creation plan and one which we've dedicated much time to with regards to Aker Solutions. Over the past few years we've assembled an expert international Board of Directors. We've diversified management and brought in new talents, including some from Aker Solutions' key competitors. As the company moves into this next phase, we've chosen four outstanding internal candidates from the Aker family - two CEOs and two CFOs - with whom we will continue to build new Aker Solutions and Akastor. Luis Araujo has over 30 years of international experience from the industry and proved his mettle during the execution challenges encountered by Subsea in Brazil in 2011. His mandate is to stabilise operational performance and deliver on execution, so as to grow values and ensure that we meet our profitability and return targets. Frank O. Reite was chosen for his solid track record in developing and strengthening businesses, and will run Akastor as an investment company, much on the same model as Aker. Aker, through Kjell Inge Røkke and myself, will remain closely involved in the strategic development of both new Aker Solutions and Akastor. Developing the significant industrial relations we've built over four years at the helm of Aker Solutions will also be important, both on behalf of the two companies and Aker, whose portfolio is over 50 per cent exposed to oil and gas.
Luis and Frank will assume their CEO positions at a time of heightened uncertainty in the oil service sector. The oil companies' increased focus on capital discipline and cost optimisation requires that suppliers come up with cost effective solutions, standardising and simplifying delivery models, and enhancing productivity. Aker Solutions' recently announced subsea production alliance with Baker Hughes was partly a response to this. But uncertainty comes at a price. Several Norwegian suppliers have in recent months been forced to downsize their workforce. At Aker Solutions, the marked slowdown in Maintenance, Modifications and Operations activity in Norway has resulted in the reallocation of resources to other business areas, but a time will come when we too may have to adjust capacity. Oil and gas is a knowledge-intensive business. In order to retain our experts and attract more top talents to make our industry their career choice, predictable and long-term opportunities are obviously important. Regardless of the recent uncertainties, our outlook for oil and gas remains prosperous. On that basis, we continue to build and invest in strong teams. We believe in that strategy, although I appreciate that the capital market sometimes would prefer a more shortsighted and opportunistic approach. However I firmly believe that as long as the fundamentals are in place for long-term growth, that's not the right measure to adopt to build strong teams that can help our customers boost production and drive down costs.
"Oil and gas is a knowledge-intensive business. To retain our experts and attract more top talents to make our industry their career choice, predictable and long-term opportunities are obviously important."
Det norske's work on establishing funding for the Johan Sverdrup development is well underway, and the objective is to have a solid financing strategy in place by year-end. In our view, Det norske should actively manage the assets in its portfolio as a potential funding source and seek to utilise the company's tax loss carry forward generated from its significant capital expenditures. The unique quality of the Johan Sverdrup asset is such that it offers considerable optionality in terms of financing and lends itself to a variety of credit structures. Furthermore, the challenge in seeking financing has been moderated by the recent positive developments in the credit markets. All alternatives are being explored. An equity issue will be inevitable sooner or later and in Aker's opinion, it should be open to all shareholders.
Aker's remaining Industrial portfolio continues to develop in a satisfactory manner. Kvaerner delivered the Edvard Grieg and Martin Linge steel jackets on time, on specification and with sound margins, proving that the Verdal yard is up to the challenge of competing for the Johan Sverdrup contracts. Ocean Yield contin ues to deliver on its strategy of expanding its portfolio and generating competitive returns to shareholders through predictable and growing cash dividends. Aker BioMarine is working towards a potential U.S. listing.
Financial Investments – steadily simplifying the portfolio
Aker's NOK 3 billion realisation programme for its Financial Investments is progressing as planned, and is a first step towards the eventual full exit of the assets in this portfolio. As of the first quarter, our fund holdings in Oslo Asset Management and Norron have been classified as "liquid fund investments" to reflect their cash equivalent nature. Both fund managers are adeptly managing our capital and thus realising these invest ments is not on the agenda, however they are a source of liquidity should Aker be in need of immediate funding for its Industrial Holdings.
Aker's portfolio is undergoing changes and exciting opportunities remain ahead of us. We at Aker continue to work hard, every day, to grow our net asset value and pay a steadily rising dividend to our shareholders. Since listing in 2004, Aker has on average generated a total annual return, including dividend, of 27 per cent. I am confident that our portfolio of solid companies will allow us to uphold competitive total returns going forward.
Øyvind Eriksen President and CEO
Aker ASA and holding companies Assets and net assets value
Net asset value (NAV) composition - Aker ASA and holding companies
| As of 31.03.2014 | As of 31.12.2013 | ||||
|---|---|---|---|---|---|
| NOK/ share | NOK million | NOK/ share | NOK million | ||
| Industrial Holdings | 278 | 20 096 | 299 | 21 635 | |
| Financial Investments | 137 | 9 921 | 113 | 8 149 | |
| Gross assets | 415 | 30 017 | 412 | 29 784 | |
| Total liabilities before allocated dividend | (98) | (7 119) | (80) | (5 780) | |
| NAV (before dividend allocations) | 317 | 22 898 | 332 | 24 003 | |
| Net interest-bearing receivables/(liabilities) | (2 469) | (2 321) | |||
| Number of shares outstanding (million) | 72 330 | 72 330 |
Gross assets
Gross assets per sector
(NOK billion)
Net asset value (NAV) is a core performance indicator at Aker ASA. NAV expresses Aker's underlying value and is a key determinant of the company's dividend policy (annual dividend payments of 2-4 per cent of NAV). Net asset value is determined by applying the market value of exchange-listed shares, while book value is used for other assets. The same valuation principles apply to fund investments. Aker's assets (Aker ASA and holding companies) consist largely of equity investments in the Industrial Holdings segment, and of cash, receivables and fund investments in the Financial Investments segment. Other assets consist mainly of intangibles and tangible fixed assets. The chart above shows the composition of Aker's assets. Business segments are discussed in greater detail on pages 5-7 of this report.
Aker – Segment information Industrial Holdings
The total value of Aker's Industrial investments was NOK 20.1 billion as of 31 March 2014, compared with NOK 21.6 billion as of 31 December 2013.
Aker's five listed holdings accounted for NOK 18.4 billion, compared to NOK 19.9 billion in the previous quarter. Share investments in Aker Solutions fell NOK 1.4 billion, while Det norske declined by NOK 281 million and Havfisk by NOK 118 million. Investments in Kvaerner rose by NOK 100 million and Ocean Yield by NOK 196 million. Aker's ownership stake in Ocean Yield was reduced to 73.2 per cent in the quarter following the issue of 408 597 new shares to the management of the company, as part of the company's incentive scheme.
The book value of Aker's non-listed holding, Aker BioMarine, was reduced to NOK 1.74 billion from NOK 1.76 billion as per 31 March 2014, after a share sale to company management.
Below is a summary of Aker's view on each of its Industrial holdings.
Aker Solutions
Aker Solutions reached another milestone in the process of restructuring and streamlining the portfolio, with the announcement of the splitting of the company into two separate entities. The split will create a growth-biased company with a subsea and field design focus - new Aker Solutions - and an oilfield services investment company named Akastor that provides a structure where businesses such as Drilling Technologies and Aker Oilfield Services can develop as independent entities. The split is scheduled to be in effect as of the end of September 2014, and both companies will be listed on Oslo Stock Exchange. The move will deal with the strategic challenges posed by the diversity of Aker Solutions' business areas, reduce costs and enhance competitiveness. New Aker Solutions and Akastor should thus be well positioned to handle the uncertainty that marks the oil service sector in the short-term, as oil companies moderate E&P spending and place greater emphasis on capital discipline and cost optimisation. The slowdown in activity affected Aker Solutions' first-quarter results, with margin deterioration in the Drilling Technologies and Maintenance, Modifications and Operations segments. However order intake remains healthy in most of Aker Solutions' core markets and the company's solid NOK 55.6 billon order backlog provides future revenue visibility. Continued focus on operational excellence to improve the company's execution record will be crucial to unlock the full value potential going forward.
Kvaerner
Kvaerner is taking action to recover its position on the Norwegian continental shelf. Strategic initiatives include enhancing productivity at the yards, developing alternative, low-cost delivery models, cutting the cost base for the EPC value chain by 15 per cent, resolving legacy projects and divesting non-core assets. The global EPC market remains active, despite the postponements of certain projects with marginal economics and limited contract award opportunities in the short term in target markets. In the medium term, the Johan Sverdrup development carries the greatest strategic importance for Kvaerner on the NCS. Exploration activity in the Arctic region is expected to provide Kvaerner with further opportunities as the leading expert in concrete gravity-based structures. Whilst waiting for the next round of tenders, the company is focused on extracting value from a high backlog of NOK 19.7 billion and delivering its projects on schedule and according to clients' specifications. The delivery of the Edvard
Grieg and Martin Linge jackets on time, respectively in April and May 2014, were positive in this regard. Maintaining a sustainable dividend with an attractive yield remains a priority for Kvaerner.
Det norske
Det norske is developing as an E&P company with operatorship of the Jette and Ivar Aasen projects, and a stake in the Johan Sverdrup oil field. Det norske will be facing important funding needs and is working on establishing robust capital structures and an optimal financing plan that takes into account the interests of all shareholders. In Aker's view, Det norske should actively pursue portfolio initiatives as a potential funding source. The unique quality of the Johan Sverdrup asset is such that it offers considerable optionality in terms of financing and lends itself to a variety of credit structures, all of which are being actively assessed. Aker is working closely with Det norske to ensure that the company's interests are secured as the unitisation negotiations for Johan Sverdrup get underway. From an operational perspective, ensuring that the Ivar Aasen project is kept on schedule and delivered on budget is the company's main priority.
Share of Aker assets Akers Industrial Holdings
| 31.12.13 | 1Q 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Ownership in % |
Value | Net investments |
Declared dividends |
Value change |
Value | |
| Aker Solutions | 34.2 | 10 154 | - | - | (1 419) | 8 735 | |
| Kvaerner | 28.7 | 888 | - | - | 100 | 989 | |
| Det norske | 50.0 | 4 692 | - | - | (281) | 4 410 | |
| Ocean Yield | 73.2 | 3 409 | - | (71) | 268 | 3 606 | |
| Aker BioMarine* | 99.0 | 1 760 | (16) | - | (1) | 1 743 | |
| Havfisk | 73.2 | 732 | - | - | (118) | 614 | |
| Total Industrial Holdings | 21 635 | (16) | (71) | (1 452) | 20 096 |
*Reflected in net asset value at book value
Aker BioMarine
Aker BioMarine is an integrated biotechnology company that develops, markets and sells krill-derived ingredients for applications ranging from fish feed to dietary supplements. While the long-term market outlook for Aker BioMarine's core products remains favourable, the general weakness in U.S. retail omega-3 sales contributed to Superba™ Krill first-quarter sales declining 19 per cent year-on-year on a volume basis. Qrill® demand is robust and prices continue to gain; however, sales in the first quarter were somewhat lower than last year because of periodisation between quarters. The 2014 krill harvesting season is off to a good start, with record volumes harvested in the first quarter due to vessel upgrades conducted in the fourth quarter 2013 and favourable harvesting conditions. The new Superba™ Krill factory in Houston is expected to start commercial production in the second half of 2014. Aker BioMarine has established a solid platform for future growth and is well positioned to expand globally with its strong supply chain, innovative product pipeline, and stable long-term client relationships. Aker BioMarine's Trygg Pharma Group, jointly owned with Lindsay Goldberg, includes a product candidate for the treatment of severe hypertriglyceridemia named AKR 963. On 23 April, the FDA approved AKR 963 as a branded product, which is a necessary and important step towards its commercialisation in the U.S. The value of the investment in Trygg Pharma Group depends on Trygg's ability to successfully launch the product, alone or with a partner.
Ocean Yield
Ocean Yield's mandate is to build a diversified portfolio of maritime assets within oil service and industrial shipping, with a focus on long-term charters to counterparties with solid credit ratings. The company targets about USD 350 million in annual accretive acquisitions. Since its IPO in July 2013, Ocean Yield has contracted two Pure Car Truck Carriers (PCTC) for approximately USD 137 million in August 2013,
and three Liquefied Ethylene Gas (LEG) carriers and two PCTCs for approximately USD 333 million in total, as announced in May 2014. The latest contracts raised the company's estimated EBITDA contract backlog to approximately USD 2.1 billion and the average remaining contract tenor (weighted by EBITDA) to 7.3 years, providing good revenue visibility. While competition in the sale and leaseback market has intensified, demand remains healthy, providing continued opportunities for new transactions generating double-digit returns. Ocean Yield's financial flexibility was strengthened in the first quarter with the issue of an unsecured bond of NOK 600 million with maturity in March 2019. The company aims to deliver competitive returns to shareholders through predictable and growing cash dividends, and introduced quarterly dividends in the fourth quarter 2013.
Havfisk
Havfisk is Norway's largest white fish harvesting company, with 10 trawlers in operation and 29.6 cod licences, representing around 10 per cent of the national cod quotas. The company is working on increasing its capability of full deployment of quota volumes capacity, improving harvesting efficiency and enhancing operational flexibility. Catch efficiency and white fish prices are the most important factors for the company's bottom line. Havfisk has renewed its fleet and in March took delivery of the third of three new trawlers. All three vessels are performing well and contributed to 20 per cent higher catch volumes year-on-year in the first quarter. Record harvesting volumes, higher prices and a higher number of operating days contributed to boosting first-quarter earnings. The Norwegian Ministry of Trade, Industry and Fisheries has issued a proposal to increase the quota ceiling from three to four quotas per vessel. If approved, this would enable further fleet optimisation. Total fishing quotas for cod set for 2014 are on par with 2013 levels and the market is developing positively, with white fish prices firming up.
Results and Returns Industrial Holdings1)
| Aker Solutions | Kvaerner | Det norske | Ocean Yield | Aker BioMarine | Havfisk | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (NOK) | (NOK) | (NOK) | (USD) | (USD) | (NOK) | |||||||
| Amounts in million | 1Q14 | 1Q13 | 1Q14 | 1Q13 | 1Q14 | 1Q13 | 1Q14 | 1Q13 | 1Q14 | 1Q13 | 1Q14 | 1Q13 |
| Revenue | 11 229 | 10 312 | 3 489 | 2 663 | 158 | 80 | 60 | 57 | 23 | 27 | 214 | 172 |
| EBITDA2) | 1 047 | 767 | 170 | 110 | 98 | 18 | 53 | 49 | 7 | 10 | 68 | 41 |
| EBITDA margin (%) | 9.3 | 7.4 | 4.9 | 4.1 | 61.9 | 22.4 | 89.1 | 86.2 | 28.7 | 34.6 | 32.0 | 23.8 |
| Net profit | 306 | 250 | 95 | 46 | 21 | (20) | 29 | 17 | (3) | 1 | 11 | 3 |
| Closing share price (NOK/share) | 93.25 | 108.60 | 12.80 | 12.10 | 62.70 | 90.05 | 36.70 | N/A | N/A | N/A | 9.90 | 5.95 |
| Quarterly return (%)3) | (14.0) | (3.7) | 11.3 | (25.3) | (6.0) | 9.2 | 7.9 | N/A | N/A | N/A | (16.1) | 1.2 |
1) The figures refer to the full results reported by the companies. Reference is made to the respective companies' quarterly reports for further details.
2) For Det norske, EBITDAX is used. EBITDAX is Earnings before interest, taxes, depreciation, amortisation and exploration expenses.
3) The figures refer to total shareholder return, i.e. share price development and dividend payments.
Aker – Segment information Financial Investments
Financial Investments comprise all of Aker's (Aker ASA and holding companies) assets – other than Industrial Holdings – including cash, receivables, shares and investments in funds. The value of Aker's financial investments amounted to NOK 9.9 billion as of 31 March 2014, compared with NOK 8.1 billion as of 31 December 2013.
Aker's Cash holding increased from NOK 2.5 billion to NOK 3.5 billion in the first quarter, primarily due to the issue of a SEK 1.5 billion bond in January, with net proceeds of NOK 1.4 billion. Additionally, Aker received NOK 71 million in quarterly dividend from Ocean Yield. Aker contributed NOK 304 million in net funding to Fornebuporten in the quarter, of which NOK 135 million was a repayment of a short-term loan.
Aker held NOK 708 million in liquid fund investments in the first quarter, on par with levels as per yearend 2013. The value of Aker's investment in AAM Absolute Return Fund fell to NOK 365 million as of 31 March 2014, compared with NOK 370 million at year-end 2013. The value of Aker's investments in the Norron Target and Norron Select funds totalled NOK 344 million as of 31 March 2014, up from NOK 338 million as of 31 December 2013.
Aker held NOK 463 million in Receivables (excl. Fornebuporten) as of 31 March 2014, most of which were interest-bearing receivables from subsidiaries. This compares to NOK 432 million as of year-end 2013. The change is primarily due to a NOK 60 million loan facility extended to Aker BioMarine, of which NOK 30 million was drawn in the first quarter.
Aker's total exposure to Fornebuporten stood at NOK 1.4 billion as of 31 March 2014, of which NOK 1.2 billion represented equity investments and NOK 188 million receivables. Construction of the office and retail buildings at Fornebuporten is progressing according to plan and discussions with potential tenants are ongoing. Following a 3 000 square meters contract signed with Eureka in February, the total remaining vacancy stands at approximately 21 000 square meters, which represents one-third of the project.
Construction of the 291 apartments at Fornebuporten Bolig in partnership with Profier is also on schedule, with final handover expected in the second half of 2015. The residential real estate market in Oslo is showing signs of a recovery after a slow-down in the second half of 2013 and Fornebuporten has recorded new sales year-to-date, bringing the number of pre-sold apartments to 272 out of 291. Fornebuporten has secured external financing for about 85 per cent of the project.
Phase one of the Aberdeen business park project, which consists of three office buildings, is progressing according to plan. Fornebuporten is in advanced dialogue as regards to the occupancy of these buildings and expects a contract to be in place by the end of the second quarter 2014. The sales process of phase one has been initiated and Fornebuporten expects to realise the Aberdeen buildings through a forward sale to an institutional buyer in 2014.
Equity investments excluding Fornebuporten and Other financial investments amounted to NOK 240 million and NOK 285 million respectively, compared to NOK 240 million and NOK 295 million as of 31 December 2013.
Converto Capital Fund's total assets under management rose to NOK 3.3 billion in the first quarter, from NOK 2.8 billion as at 31 December 2013, primarily due to a substantial value gain in the share investments in Aker Philadelphia Shipyard. The shipyard raised approximately USD 65 million in equity through a successful private placement and subsequent retail offering of its shares, and sold its profit sharing interests in two product tankers to Crowley in March for USD 40 million. The company has proposed to pay a dividend of NOK 17.50 per share in May 2014. Payment of the proceeds from the Stream sale was delayed from the first quarter to the second quarter 2014.
| As of 31.03.2014 | As of 31.12.2013 | ||||
|---|---|---|---|---|---|
| NOK/ share1) | NOK million | NOK/ share1) | NOK million | ||
| Cash | 49 | 3 519 | 34 | 2 459 | |
| Liquid fund investments | 10 | 708 | 10 | 707 | |
| Receivables excl. Fornebuporten | 6 | 463 | 6 | 432 | |
| Fornebuporten (receivables and invest.) | 19 | 1 407 | 17 | 1 238 | |
| Equity investments and other | 7 | 525 | 7 | 535 | |
| Converto Capital Fund | 46 | 3 300 | 38 | 2 776 | |
| Total financial investments | 137 | 9 921 | 113 | 8 149 |
1) The investment's contribution to Aker's per share NAV.
Aker ASA and holding companies Combined balance sheet
| Amounts in NOK million | 31.03.13 | 30.06.13 | 30.09.13 | 31.12.13 | 31.03.14 |
|---|---|---|---|---|---|
| Intangible, fixed, and non-interest-bearing assets | 263 | 270 | 267 | 237 | 243 |
| Interest-bearing fixed assets | 1 872 | 2 040 | 1 662 | 605 | 598 |
| Investments1) | 12 256 | 12 520 | 12 466 | 15 762 | 15 621 |
| Non-interest-bearing short-term receivables | 79 | 56 | 38 | 59 | 41 |
| Interest-bearing short-term receivables | 115 | 153 | 31 | 15 | 53 |
| Cash | 2 782 | 4 109 | 4 751 | 2 459 | 3 519 |
| Assets | 17 367 | 19 149 | 19 214 | 19 137 | 20 075 |
| Equity | 12 644 | 13 341 | 13 415 | 12 417 | 12 015 |
| Non-interest-bearing debt | 1 252 | 410 | 399 | 1 320 | 1 422 |
| Interest-bearing debt to subsidiaries | - | - | - | 135 | - |
| Interest-bearing debt, external | 3 471 | 5 398 | 5 401 | 5 266 | 6 638 |
| Equity and liabilities | 17 367 | 19 149 | 19 214 | 19 137 | 20 075 |
| Net interest-bearing receivables (debt) | 1 298 | 904 | 1 043 | (2 321) | (2 469) |
| Equity ratio (%) | 73 | 70 | 70 | 65 | 60 |
1) Aker ASA and holding companies prepares and presents its accounts in accordance with the Norwegian Accounting Act and generally accepted accounting practices (GAAP), to the extent applicable. Accordingly, exchange-listed shares owned by Aker ASA and holding companies are recorded in the balance sheet at the lower of market value or cost price. In accordance with Aker ASA and holding companies' accounting principles, acquisitions and disposals of companies are a part of the ordinary business. Consequently gains on sales of shares are classified as operating revenues in the income statement of the accounts. Gains and losses are only recognised to the extent assets are sold to third parties. Accounting principles are presented in Aker's 2013 annual report.
The total book value of assets rose in the first quarter by NOK 938 million to NOK 20.1 billion, compared to NOK 19.1 billion as of 31 December 2013.
Intangible, fixed and non-interest-bearing assets stood at NOK 243 million, compared to NOK 237 million at year-end 2013. The main items in the category are fixtures, an airplane and deferred tax assets.
Interest-bearing fixed assets fell to NOK 598 million from NOK 605 million during the first quarter.
Investments fell by NOK 141 million to NOK 15.6 billion as of 31 March 2014, primarily due to a NOK 249 million decline in the value of the directly-owned share investments in Aker Solutions. This was partly compensated by a NOK 169 million equity investment in Fornebuporten. Investments stood at NOK 15.8 billion as per year-end 2013.
Aker's Cash holding climbed from NOK 2.5 billion to NOK 3.5 billion during the first quarter. The increase is mainly due to the issue of a SEK 1.5 billion bond by Aker in January, with net proceeds of NOK 1.4 billion. Aker also received NOK 71 million in quarterly dividend from Ocean Yield. Aker repaid a NOK 135 million loan to Fornebuporten in the quarter, and invested NOK 169 million in equity, which reduced Aker's cash position in the period.
Equity stood at NOK 12.0 billion by the end of the first quarter, compared to NOK 12.4 billion as per 31 December 2013. The decrease is due to Aker posting a net loss after tax of NOK 403 million in the quarter.
Non-interest-bearing debt stood at NOK 1.4 billion at the end of the first quarter, compared to NOK 1.3 billion in the prior quarter. The quarterly change is due to a NOK 51 million currency swap liability related to the new Swedish kronor-denominated bond and a NOK 51 million penalty notice issued by the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (Oekokrim) for alleged violation of insider trading rules. The case relates to a total return swap agreement with financial exposure to Aker Solutions shares, renewed by Aker in November 2013.
Interest-bearing debt, external amounted to NOK 6.6 billion in the first quarter, compared to NOK 5.3 billion in the prior quarter. In January, Aker issued a senior unsecured bond of SEK 1.5 billion, with maturity date on 24 July 2019.
Aker ASA and holding companies Combined income statement
| Year | ||||||
|---|---|---|---|---|---|---|
| Amounts in NOK million | 1Q 13 | 2Q 13 | 3Q 13 | 4Q 13 | 1Q 14 | 2013 |
| Operating expenses | (52) | (57) | (57) | (70) | (58) | (236) |
| EBITDA1) | (52) | (57) | (57) | (70) | (58) | (236) |
| Depreciation and amortisation | (4) | (4) | (4) | (4) | (4) | (14) |
| Non recurring opearting items | - | - | - | - | (37) | - |
| Value change | 128 | 281 | (29) | (128) | (257) | 252 |
| Net other financial items | 21 | 477 | 167 | 158 | (48) | 822 |
| Profit/(loss) before tax | 93 | 697 | 77 | (43) | (403) | 825 |
1) EBITDA = Earnings before interest, tax, depreciation and amortisation.
The income statement for Aker ASA and holding companies shows a pre-tax loss of NOK 403 million for the first quarter of 2014, compared to a NOK 43 million loss in the prior quarter. As in previous periods, the income statement is mainly affected by value changes in the share investments.
There were no sales gains recorded in the first quarter.
Operating expenses in the quarter were NOK 58 million, down from NOK 70 million in the fourth quarter.
Non-recurring operating items consists of the NOK 34 million fine issued by Oekokrim in relation to the TRS case. The NOK 17 million in theoretical gain made on the TRS agreement in November 2013 that was confiscated is classified under net other financial items.
Value change in the first quarter was negative NOK 257 million, compared to a value change of negative NOK 128 million in the fourth quarter. The change reflects primarily the NOK 249 million value change in Aker's 6 per cent direct holding in Aker Solutions.
Net other financial items during the first quarter amounted to negative NOK 48 million, compared to NOK 158 million in the prior quarter. Aker expensed NOK 61 million in net interest in the quarter, NOK 17 million in theoretical gains from the TRS agreement confiscated and NOK 23 million in value reduction for the same TRS agreement. A NOK 71 million dividend from Ocean Yield affected net other financial items positively.
Treasury shares and number of shares
As per 31 March 2014, the total number of shares in Aker amounted to 72 374 728 and the number of outstanding shares was 72 329 923. As per 14 May 2014, Aker held 44 805 own shares.
Group consolidated accounts
The Aker Group's consolidated accounts are presented from page 12 onwards. As of the first quarter of 2014, Aker Solutions and Kvaerner are treated as subsidiaries in Aker's consolidated financial statements following the implementation of IFRS 10. Detailed information is included in note 4 on page 16. Detailed information on revenues and pre-tax profit for each of Aker's operating segments is included in note 9 on page 22 of this report.
Risks
Aker ASA and each Aker company are exposed to various forms of market, operational, and financial risks. Rather than diversifying risk by spreading investments across many different industries, Aker is focused on sectors in which the company possesses special expertise. The company has established a model for risk management, based upon identifying, assessing and monitoring major financial, strategic and operational risks in each business segment, drawing up contingency plans for those risks and attending to the implementation and supervision of their management. The identified risks and how they are managed are reported to the Aker Board on a regular basis.
The main risks that the group and the Parent Company are exposed to are related to the value changes of the listed assets due to market price fluctuations, and unexpected developments in the companies' capital expenditures. The development of the global economy, and energy prices in particular, are important variables in assessing near-term market fluctuations.
The companies in Aker's Industrial Holdings are, like Aker, exposed to commercial risks, financial risks and market risks. In addition these companies, through their business activities within their respective sectors, are also exposed to legal/regulatory risks and political risks, for example political decisions on petroleum taxes and environmental regulations.
Aker's risk management, risks and uncertainties are described in the Annual Report for 2013. No significant changes have occurred subsequently, aside from changes in current macroeconomic conditions and related risks.
Dividend payment
On 11 April, the Annual General Meeting in Aker ASA approved the distribution of a dividend of NOK 13 per share, which accrued to registered shareholders as of 11 April 2014. The share was quoted exdividend on 14 April 2014 and Aker paid out NOK 940 million in dividend on 25 April 2014.
Key events after the balance sheet date
After the close of the first quarter of 2014, the following events occurred that affect Aker and the company's investments:
- On 4 April 2014, Aker reached an agreement with the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (Oekokrim) following an investigation into a total return swap agreement entered by Aker with exposure to Aker Solutions shares. Aker cooperated with Oekokrim in the investigation and chose to settle the case, accepting a penalty notice amounting to NOK 51 million. This was composed of the confiscation of NOK 17 million in theoretical gains made on the TRS agreement in November 2013, and a fine based on twice the gains. Aker provided for the penalty in the first quarter.
- On 22 April 2014, Aker Solutions announced that it had entered into a strategic non-incorporated alliance with Baker Hughes. The objective is to create a strategic alliance which combines the subsurface competence of Baker Hughes with the subsea competence of Aker Solutions.
- On 30 April 2014, Aker Solutions announced the splitting of the company into two: new Aker Solutions and Akastor. New Aker Solutions will comprise Subsea, Engineering, Maintenance, Modifications and Operations and Umbilicals. Akastor will be composed of Drilling Technologies,
Processing Systems, Oilfield and Marine Assets, Surface Products and Business Solutions. The demerger is scheduled to be completed in September and both companies will be listed on the Oslo Stock Exchange.
- On 2 May 2014, Aker acquired 891 762 shares in Aker Solutions at a price of NOK 97.75 per share, following the expiration of a TRS agreement with exposure to the equivalent number of Aker Solutions shares. Following the acquisition, Aker ASA owns directely 17 331 762 shares in Aker Solutions, representing 6.3 per cent of the outstanding shares.
- On 8 May 2014, Ocean Yield announced that the company had invested approximately USD 243 million in newbuilding contracts for three Liquefied Ethylene Gas carriers. The vessels are scheduled for delivery in 2016 and will be chartered on 15-year "hell and high water" bareboat charters to the Hartmann Group. The company also announced the acquisition of two Pure Car Truck Carriers that will be chartered to Höegh Autoliners for a period of eight years.
Outlook
Investments in listed shares comprised some 70 per cent of the company's assets as per 31 March 2014. About 50 per cent of Aker's asset value was associated with the oil and gas sector. Maritime assets represented 16 per cent, seafood and marine biotechnology 8 per cent, cash 12 per cent, real estate development 5 per cent, while other assets amounted to 9 per cent. Aker's growth and development will thus be influenced primarily by fluctuations in crude oil prices and developments on the Oslo Stock Exchange.
The companies in Aker's portfolio are well positioned to benefit from the expected long-term growth in demand for seafood, omega-3 based products and energy. The market for white fish is strengthening, led by strong demand for haddock and saithe. The biomass availability for white fish is expected to remain good, as indicated by the high catch rates for cod in recent quarters. Despite recent volatility in omega-3 ingredients sales, Aker's long-term outlook for the market remains positive.
Exploration and production activity on the Norwegian Continental Shelf remains at historically high levels, with petroleum investments projected to reach a record NOK 224 billion in 2014, according to Statistics Norway (SSB). Norway remains the foundation of Aker's energy exposure. Aker expects global spending on offshore exploration and production to flatten in the short-term, albeit at high levels. In the longer term, Aker forecasts annual growth rates of 8–10 per cent, driven by the subsea and deepwater market segments. Aker therefore has a positive view on the oil and offshore oil services sector long-term, while positioning itself to weather short-term slowdown in activity, marked by lower E&P spending, delayed or cancelled investment decisions, greater focus on cost-effective solutions and intensifying competition.
Aker's strong balance sheet ensures that the company is capable of responding to unforeseen operational challenges and short-term market fluctuations. As an industrial investment company, Aker will use its resources and competences both to promote the development of the companies in its portfolio and to consider new investment opportunities.
Oslo, 14 May 2014 Board of Directors and President and CEO
Financial calendar 2014
| 18 July | Presentation of 2Q 2014 |
|---|---|
| 14 November | Presentation of 3Q 2014 |
For more information:
Marianne Stigset Head of Investor Relations Office: +47 24 13 00 66 E-mail: [email protected]
Atle Kigen Head of Corporate Communication Office: +47 24 13 00 08 E-mail: [email protected]
Address:
Fjordalléen 16, P O Box 1423 Vika, 0115 Oslo, Norway Phone: +47 24 13 00 00 Fax: + 47 24 13 01 01 www.akerasa.com
Ticker codes:
AKER NO in Bloomberg AKER.OL in Reuters
This report was released for publication at 07:00 CET on 15 May 2014. The report and additional information is available on www.akerasa.com
Aker group Condensed consolidated financial statements for the first quarter 2014
1Q 1Q Year 2014 2013 2013
Amounts in NOK million Note Restated* Restated* Operating revenues 9 15 976 14 593 61 382 Operating expenses (14 328) (13 514) (57 099) Operating profit before depreciation and amortisation 1 648 1 079 4 283 Consolidated income statement
| Depreciation and amortisation | 10 | (698) | (536) | (2 722) |
|---|---|---|---|---|
| Impairment changes and non-recurring items | - | (8) | (1 218) | |
| Operating profit | 950 | 534 | 343 | |
| Net financial items | (415) | (316) | (867) | |
| Share of earnings in associated companies | 323 | (20) | 177 | |
| Profit before tax | 9 | 859 | 198 | (347) |
| Income tax expense | 7 | 122 | 1 613 | |
| Net profit/loss from continuing operations | 866 | 321 | 1 266 | |
| Discontinued operations: | ||||
| Profit and gain on sale from discontinued operations, net of tax |
11 | 2 805 | 10 | 468 |
| Profit for the period | 3 670 | 331 | 1 734 | |
| Equity holders of the parent | 1 428 | 109 | 759 | |
| Minority interest | ||||
| 2 242 | 222 | 975 | ||
| Average number of shares outstanding (million) | 7 | 72.3 | 72.3 | 72.3 |
| Basic earnings and diluted earnings per share continuing business (NOK) |
6.90 | 1.43 | 8.64 | |
| Basic earnings and diluted earnings per share (NOK) | 19.74 | 1.51 | 10.49 |
Consolidated statement of comprehensive income
| 1Q | 1Q | Year | |
|---|---|---|---|
| 2014 | 2013 | 2013 | |
| Amounts in NOK million | Restated* | Restated* | |
| Profit for the period | 3 670 | 331 | 1 734 |
| Other comprehensive income, net of income tax: | |||
| Items that will not be reclassified to income statement: | |||
| Defined benefit plan actuarial gains (losses) | (1) | - | (6) |
| Defined benefit plan actuarial gains (losses) in associated companies |
(1) | - | 3 |
| Items that will not be reclassified to income statement | (2) | - | (3) |
| Items that may be reclassified subsequently to income statement: |
|||
| Changes in fair value of financial assets | 8 | 42 | 395 |
| Changes in fair value cash flow hedges | (101) | 56 | 269 |
| Change in fair value of available for sale financial assets transferred to profit and loss |
21 | (1) | (145) |
| Currency translation differences | (203) | 433 | 1 508 |
| Change in other comprehensive income from associated companies |
- | 1 | - |
| Items that may be reclassified subsequently to income statement |
(276) | 531 | 2 027 |
| Other comprehensive income, net of income tax | (278) | 531 | 2 024 |
| Total comprehensive income for the period | 3 392 | 861 | 3 757 |
| Attributable to: | |||
| Equity holders of the parent | 1 386 | 390 | 1 714 |
| Minority interests | 2 006 | 472 | 2 043 |
| Total comprehensive income for the period | 3 392 | 861 | 3 757 |
*) See Note 4
Consolidated cash flow statement Consolidated balance sheet
| 1Q | 1Q | Year | ||
|---|---|---|---|---|
| 2014 | 2013 | 2013 | ||
| Amounts in NOK million | Note | Restated* | Restated* | |
| Profit before tax | 859 | 198 | (347) | |
| Depreciation and amortisation | 698 | 536 | 2 722 | |
| Other items and changes in other operating assets and liabilities |
(3 010) | (2 840) | 3 360 | |
| Net cash flow from operating activities | ||||
| (1 454) | (2 105) | 5 735 | ||
| Proceeds from sales of property, plant and equipment |
10 | |||
| 4 | (6) | 1 341 | ||
| Proceeds from sale of shares and other equity investments |
- | 32 | 308 | |
| Disposals of subsidiary, net of cash disposed | 5 371 | 12 | 4 | |
| Acquisition of subsidiary, net of cash acquired | (80) | (1 046) | (1 241) | |
| Acquisition of property, plant and equipment | 10 | (1 796) | (2 249) | (9 608) |
| Acquisition of equity investments in other | ||||
| companies | (123) | (111) | (2 035) | |
| Net cash flow from other investments | 375 | (58) | 222 | |
| Net cash flow from investing activities | 3 751 | (3 427) | (11 009) | |
| Proceeds from issuance of interest-bearing debt | 8 | 3 196 | 5 529 | 14 733 |
| Repayment of interest-bearing debt | 8 | (4 498) | (198) | (6 625) |
| New equity | 395 | 1 | 878 | |
| Own shares | - | - | 81 | |
| Dividends paid | (27) | - | (1 946) | |
| Net cash flow from financing activities | (934) | 5 332 | 7 120 | |
| Net change in cash and cash equivalents | 1 364 | (200) | 1 846 | |
| Effects of changes in exchange rates on cash | (18) | 78 | 125 | |
| Cash and cash equivalents at the beginning of the period |
9 724 | 7 754 | 7 754 | |
| Cash and cash equivalents at end of period | 11 070 | 7 631 | 9 724 |
*) See Note 4
| At 31.03 2014 |
At 31.03 2013 |
At 31.12 2013 |
At 01.01 2013 |
||
|---|---|---|---|---|---|
| Amounts in NOK million | Note | Restated* | Restated* | Restated* | |
| Assets | |||||
| Non-current assets | |||||
| Property, plant & equipment | 10 | 27 278 | 25 058 | 25 874 | 23 167 |
| Intangible assets | 10 | 16 851 | 17 592 | 17 289 | 16 254 |
| Deferred tax assets | 1 978 | 1 248 | 2 082 | 1 256 | |
| Investment in equity accounted companies | 1 637 | 1 018 | 1 321 | 1 119 | |
| Other shares | 1 846 | 1 649 | 1 491 | 1 363 | |
| Interest-bearing long-term receivables | 1 885 | 2 275 | 2 066 | 2 206 | |
| Calculated tax receivable | 148 | 261 | - | - | |
| Other non-current assets | 446 | 407 | 265 | 305 | |
| Total non-current assets | 52 069 | 49 509 | 50 389 | 45 670 | |
| Current assets | |||||
| Inventory, trade and other receivables | 26 747 | 26 756 | 26 633 | 23 704 | |
| Calculated tax receivable | 1 757 | 1 466 | 1 647 | 1 442 | |
| Interest-bearing short-term receivables | 553 | 271 | 934 | 449 | |
| Cash and bank deposits | 11 070 | 7 631 | 9 724 | 7 754 | |
| Total current assets | 40 126 | 36 125 | 38 938 | 33 349 | |
| Assets classified as held for sale | 11 | 884 | - | 4 417 | - |
| Total assets | 93 079 | 85 633 | 93 743 | 79 019 | |
| Equity and liabilities | |||||
| Paid in capital | 2 025 | 2 024 | 2 025 | 2 001 | |
| Retained earnings and other reserve | 7 965 | 7 008 | 6 568 | 6 508 | |
| Total equity attributable to equity holders of the parent | 7 | 9 991 | 9 032 | 8 593 | 8 509 |
| Minority interest | 22 296 | 19 454 | 19 910 | 19 122 | |
| Total equity | 32 286 | 28 486 | 28 503 | 27 631 | |
| Non-current liabilities | |||||
| Interest-bearing loans | 8 | 25 595 | 24 047 | 25 214 | 18 416 |
| Deferred tax liability | 3 522 | 3 587 | 3 554 | 3 481 | |
| Provisions and other long-term liabilities | 3 089 | 3 345 | 3 114 | 3 214 | |
| Total non-current liabilities | 32 207 | 30 979 | 31 881 | 25 111 | |
| Current liabilities | |||||
| Short-term interest-bearing debt | 8 | 3 835 | 3 327 | 5 564 | 3 299 |
| Tax payable, trade and other payables | 24 603 | 22 842 | 26 620 | 22 978 | |
| Total current liabilities Total liabilities |
28 438 60 645 |
26 168 57 147 |
32 184 64 065 |
26 277 51 388 |
|
| Liabilities classified as held for sale | 11 | 148 | - | 1 176 | - |
| Total equity and liabilities | 93 079 | 85 633 | 93 743 | 79 019 | |
| Consolidated statement of changes in equity | Total transla | Total equity of | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Total paid-in | Translation | Fair value | Hedging | tion and other | Retained | equity holders | Minority | ||
| Amounts in NOK million | capital | reserve | reserves | reserves | reserves | earnings | of the parent | interests | Total equity |
| Balance as at 31 December 2012 - as previously reported | 2 001 | (758) | 207 | (14) | (565) | 8 024 | 9 460 | 9 350 | 18 810 |
| Impact of changes in accounting policies | - | - | - | - | - | (951) | (951) | 9 772 | 8 821 |
| Balance as at 1 January 2013 - restated | 2 001 | (758) | 207 | (14) | (565) | 7 073 | 8 509 | 19 122 | 27 631 |
| Profit for the year | - | 759 | 759 | 975 | 1 734 | ||||
| Other comprehensive income | - | 674 | 202 | 90 | 966 | (11) | 955 | 1 069 | 2 024 |
| Total comprehensive income | - | 674 | 202 | 90 | 966 | 748 | 1 714 | 2 043 | 3 757 |
| Transactions with owners, recognised directly in equity: | |||||||||
| Dividends | - | (868) | (868) | (1 078) | (1 946) | ||||
| Own shares | 1 | - | 3 | 4 | - | 4 | |||
| Share-based payment transactions | - | (6) | (6) | - | (6) | ||||
| Associated companies' acquisition of own shares and new equity | - | 34 | 34 | 43 | 77 | ||||
| Total transactions with owners, recognised directly in equity | 1 | - | (837) | (836) | (1 035) | (1 871) | |||
| Changes in ownership in subsidiaries without loss of control: | |||||||||
| New minority, acquisition of minority | 23 | - | (795) | (772) | (1 080) | (1 852) | |||
| Issuance of shares in subsidiary | - | (22) | (22) | 898 | 877 | ||||
| Total changes in ownership of subsidiaries without loss of control | 23 | - | (817) | (793) | (181) | (975) | |||
| Downward sale of shares in subsidiaries | - | - | - | (41) | (41) | ||||
| Balance as at 31 December 2013 | 2 025 | (84) | 409 | 76 | 401 | 6 167 | 8 593 | 19 910 | 28 503 |
| Profit for the period | - | 1 428 | 1 428 | 2 242 | 3 670 | ||||
| Other comprehensive income | - | (103) | 86 | (24) | (41) | (2) | (42) | (236) | (278) |
| Total comprehensive income | - | (103) | 86 | (24) | (41) | 1 427 | 1 386 | 2 006 | 3 392 |
| Transactions with owners, recognised directly in equity: | |||||||||
| Dividends | - | - | - | (27) | (27) | ||||
| Share-based payment transactions | - | 2 | 2 | - | 2 | ||||
| Total transactions with owners, recognised directly in equity | - | - | 2 | 2 | (27) | (26) | |||
| Change in ownership of subsidiary without loss of control: | |||||||||
| New minority, acquisition of minority | - | - | 4 | 4 | 12 | 16 | |||
| Issuance of shares in subsidiary | - | 6 | 6 | 395 | 401 | ||||
| Total changes in ownership of subsidiaries without loss of control | 0 | - | 10 | 10 | 407 | 417 | |||
| Balance as at 31 March 2014 | 2 025 | (187) | 495 | 52 | 360 | 7 605 | 9 991 | 22 296 | 32 286 |
| Balance as at 31 December 2012 - as previously reported | 2 001 | (758) | 207 | (14) | (565) | 8 024 | 9 460 | 9 350 | 18 810 |
| Impact of changes in accounting policies | - | - | - | - | - | (951) | (951) | 9 772 | 8 821 |
| Balance as at 1 January 2013 - restated | 2 001 | (758) | 207 | (14) | (565) | 7 073 | 8 509 | 19 122 | 27 631 |
| Profit for the period | 109 | 109 | 222 | 331 | |||||
| Other comprehensive income | - | 233 | 30 | 16 | 279 | 1 | 280 | 250 | 531 |
| Total comprehensive income | - | 233 | 30 | 16 | 279 | 110 | 390 | 472 | 861 |
| Transactions with owners, recognized directly in equity: | |||||||||
| Share-based payment transactions | - | (6) | (6) | - | (6) | ||||
| Total transactions with owners, recognized directly in equity | - | - | - | - | - | (6) | (6) | - | (6) |
| Changes in ownership share in subsidiaries without loss of control: | |||||||||
| New minority, acquisition of minority | 23 | - | 117 | 140 | (140) | - | |||
| New minority, acquisition of minority in associated company | - | (1) | (1) | - | (1) | ||||
| Total changes in ownership of subsidiaries without loss of control | 23 | - | - | - | 117 | 140 | (140) | - | |
| Balance as at 31 March 2013 | 2 024 | (525) | 237 | 2 | (286) | 7 294 | 9 032 | 19 454 | 28 486 |
Notes to the Aker condensed consolidated financial statements for the first quarter 2014
1. Introduction – Aker ASA
Aker ASA is a company domiciled in Norway. The condensed consolidated interim financial statements for the first quarter of 2014, ended 31 March 2014, comprise Aker ASA and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and jointly controlled entities. As a consequence of the implementation of IFRS 10, Aker Solutions and Kvaerner are now included as subsidiaries. See more about the change in the notes below, especially note 4.
The consolidated financial statements of the Group as at and for the year ended 31 December 2013 and quarterly reports are available at www.akerasa.com.
2. Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by EU, and the Norwegian additional requirements in the Securities Trading Act. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2013. Please note that in those consolidated financial statements, Aker Solutions and Kvaerner were considered associates under IAS 27 and hence not consolidated.
Due to the consequences of the implementation of IFRS 10 described in note 4, some information relevant in regard to Aker Solutions and Kvaerner has been provided in the notes below as the information was not provided in the Aker ASA annual financial statements for 2013.
These condensed consolidated interim financial statements were approved by the Board of Directors on 14 May 2014.
A number of standards, amendments to standards and interpretations are not yet effective for the period ended 31 March 2014, and have not been applied in preparing these consolidated financial statements:
- The implementation of IFRS 9 Financial Instruments may result in certain amendments to the measurement and classification of financial instruments.
- The time of implementation for IFRS 9 is postponed indefinitely (is expected to be set to 1 January 2017 or 2018 during 2014).
3. Significant accounting principles
The group has of 1 January 2014 implemented IFRS 10 Consolidated Financial statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosures of Interests in Other Entities, in addition amendments to the standards IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures. See note 4 for description.
The group's accounting principles are described in the Aker ASA annual financial statements for 2013. The implementation of IFRS 10 (see note 4) and the consolidation of Aker Solutions and Kvaerner has not resulted in any material changes to the group's other accounting principles. However, due to the nature
of the business in Aker Solutions and Kvaerner, some accounting principles have been described in more detail. Updated descriptions of these accounting principles are provided below.
Presentation of investments in associates and jointly controlled entities
The purpose of the investment determines where the profits and losses arising from the investment are presented in the income statement. When entities are formed to share risk in executing a project or are closely related to Aker's operating activities, the share of the profit or loss is reported as part of Other income in operating profit. Share of the profit and loss of financial investments is reported as part of Financial items.
Assets held for sale or distribution
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale or distribution rather than through continuing use, are classified as held for sale or distribution. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale or distribution in its present condition. Management must be committed to the sale or distribution, which should be expected to qualify for recognition as a completed sale or distribution within one year from the date of classification. Non-current assets and disposal groups classified as held for sale or distribution are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets once classified as held for sale or distribution are not depreciated or amortized, but are considered in the overall impairment testing of the disposal group.
No reclassifications are made for years prior to the year a business is first classified as a held for sale or distribution.
Revenue recognition for construction contracts
Construction contract revenues are recognized using the percentage of completion method. Stage of completion is determined by the method that measures reliably the work performed. Depending on the nature of the contract, the two main methods used by Aker to assess stage of completion are technical completion, or contract costs incurred to date compared to estimated total contract costs. When the final outcome of a contract cannot be reliably estimated, contract revenue is recognized only to the extent of costs incurred that are expected to be recoverable. The revenue recognized in one period will be the revenues attributable to the period's progress and the progress to date effect of any changes to the estimated final outcome. Losses on contracts are fully recognized when identified. Contract revenues include variation orders and incentive bonuses when it is probable that they will result in revenue that can be measured reliably. Disputed amounts and claims are only recognized when negotiations have reached an advanced stage, customer acceptance is highly likely and the amounts can be measured reliably. Options for additional assets are included in the contract when exercised by the buyer. In the rare circumstances that the option is a loss contract, the full loss is recognized when it is probable that the options will be exercised.
Other income
Gains and losses resulting from acquisition and disposal of businesses which do not represent
discontinued operations are included in Other income within operating profit. Such gains may result from the remeasurement of a previously held interest in the acquired entity. Changes in the fair value of the contingent consideration from acquisition of a subsidiary or non-controlling interest are recognised in Other income as gains or losses. Share of profit from associated companies and jointly controlled operations, to the extent that these investments are related to the group's operating activities, are included in Other income within operating profit, as well as gains and losses related to the sale of operating assets. Other income also includes lease income from investment property.
Investment property
Investment property is carried at its cost less accumulated depreciation and impairment losses
4. Changes in accounting policies
IFRS 11 Joint Arrangements
Assessments based on the current activities indicate that implementation of IFRS 11 will not have a material effect.
IFRS12 Disclosures of Interests in Other Entities
The group expects to expand the note on subsidiaries, jointly controlled entities and associated companies with additional information.
IFRS 10 Consolidated Financial Statements – consolidation of Aker Solutions and Kvaerner
As at the end of 2006, Aker ASA ("Aker") owned 50.1% of Aker Kværner ASA (now Aker Solutions ASA – "AKSO"), and the company was fully consolidated in Aker's consolidated financial statements for 2006. In January 2007, Aker reduced its ownership interest from 50.1% to 40.1%, and AKSO was therefore treated as an associated company and recorded in Aker's consolidated financial statements in accordance with the equity method as from this date. In December 2007, the ownership interest in AKSO was transferred to Aker Holding AS (now Aker Kværner Holding AS –"AKH"), and 40% of the shares in AKH were sold to the Norwegian State (30%) and SAAB/Investor (10%). In 2011, Aker purchased 10% of the shares in AKH from SAAB/Investor, and since then has owned 70% of AKH, while the Norwegian State owns the remaining 30%. AKH is treated as a subsidiary in Aker's consolidated financial statements. Since the demerger of Kvaerner from AKSO in 2011, AKH has owned 40.3% of the shares in AKSO and 41.0% of the shares in Kværner ASA (Kvaerner). Following a transaction in November 2013, Aker also owns 6% of AKSO directly, giving Aker a "consolidated" ownership interest in AKSO of 46.3% as at 31 December 2013.
Accounting under IAS 27
The investments in AKSO and Kvaerner were treated as associated companies, and pursuant to IAS 27 were recorded in accordance with the equity method in Aker's consolidated financial statements for 2013.
Since the implementation of IFRS in Europe in 2005, uncertainty has remained about whether the control assessment under IAS 27 shall be based on existing legal rights or whether "de facto control" must also
be taken into consideration. In October 2005, the IASB issued a statement clarifying that IAS 27 is, in principle, intended to include de facto control. The statement is the only one the IASB has ever issued in this form, and is marked by the haste that surrounded the implementation of IFRS in Europe at that time. Since plans already existed at the time to issue an entirely new standard on consolidation (IFRS 10), the IASB statement was not followed by specific guidance. The statement was criticised, and in the autumn of 2006 the Federation of European Accountants (FEE) asked the interpretation body IFRIC to provide concrete guidance to facilitate consistent practice in the area. No such interpretation was given.
Accordingly, during the period 2005 to 2013, companies have had to deal with the fact that the concept of de facto control exists under IAS 27, but have had great freedom to define their own accounting practice to implement this term. Practice has shown that very few companies have concluded that de facto control exists in cases involving an ownership interest smaller than 48% to 49%. In accordance with this practice, Aker's accounting principle has been that de facto control is deemed to exist only in highly marginal cases where the ownership interest is just below 50% and ownership is otherwise dispersed. This principle has led to the conclusion that the increase in Aker's ownership interest in AKSO to 46.3% as from the end of November 2013 does not imply de facto control in 2013 pursuant to IAS 27.
Accounting under IFRS 10
Unlike the practice under IAS 27, IFRS 10 is more focused on the financial realities than the size of the legal ownership interest. IFRS 10 contains a new definition of control, which must be applied when an investor is to assess whether an investment must be consolidated in the consolidated financial statements. Control requires three elements:
- 1) ownership interests give the investor power to direct the relevant activities of the investee,
- 2) the investor is exposed to variable returns from the investee, and
- 3) decision-making power allows the investor to affect its variable returns from the investee.
The board and management of Aker have considered whether the company's indirect ownership interest in AKSO and Kvaerner is sufficient to give it de facto control under IFRS 10. The primary consideration has been whether Aker is able to control the outcome of voting at the companies' general meetings. After careful consideration of this question based on both the absolute and relative ownership interests and attendance at previous general meetings of AKSO/Kvaerner and comparable companies, Aker has concluded that such control exists.
Consideration has also been given to all other relevant factors mentioned in IFRS 10 that may help to illuminate the question of control further. Factors indicating that Aker has control include Aker's representation on the nomination committees, the fact that leading employees have previously worked for Aker, the fact that the companies themselves consider Aker an active owner, etc. The fact that Øyvind Eriksen is the executive board chairman of AKSO is a further argument in favour of Aker having de facto control over AKSO. On the other hand, in isolation, the shareholder's agreement with the Norwegian State relating to the holding company Aker Kværner Holding AS is a factor in favour of Aker not having control.
Based on an overall assessment, the conclusion is that Aker does have de facto control over both AKSO
and Kvaerner. Further, Aker has concluded that, based on an IFRS 10 assessment, this de facto control has existed since before the reduction in ownership in 2007. Accordingly, AKSO and Kvaerner are treated as subsidiaries in Aker's consolidated financial statements following implementation of IFRS 10 on 1 January 2014. In accordance with the transition requirements of IFRS 10, the consolidated financial statements for 2014 contains comparative figures for 2013 that are restated as though control has existed since before the previously discussed reduction in ownership in 2007.
Change of accounting principles for intangible assets – fishing licenses
As part of its supervision of listed companies, the Financial Supervisory Authority of Norway in 2013 performed a review of the subsidiary Havfisk.
Havfisk owns fishing licenses subject to time limits of 20 to 25 years due to structuring. No depreciation has previously been made on the structured quotas, as it is expected that Havfisk at the end of the structuring period will maintain approximately the same catch capacity as before the restructuring. Since quotas that are not structured are defined as "perpetual" quotas, i.e. are unlimited in time, these quotas have not been depreciated. According to the Financial Supervisory Authority of Norway's assessment, the structural quotas have a specified lifetime and must be depreciated.
The board and management of Havfisk consider the previous practice to better reflect the underlying reality. However, the company accepts that the Financial Supervisory Authority and Expert Committee has come to a different conclusion. As a consequence, Havfisk has changed its accounting principles for intangible assets in the form of depreciation of structural quotas. Aker has restated the consolidated accounts for 2013 accordingly. The yearly depreciation increases by approximately NOK 18 million due to the change. As a result of the change, the opening balance of intangible assets at 1 January 2013 is reduced with NOK 87 million compared to what is reported in the annual accounts for 2013.
The effect on Aker's consolidated financial statements
The consolidation of AKSO and Kvaerner has a considerable effect on Aker's consolidated financial statements. In addition the corrections from Havfisk described above are included in Aker's restated figures. The main effects on Aker's group figures for Q1 2013 and the year 2013 are given below.
| Income Statement | 1st Quarter 2013 | Year 2013 | ||||
|---|---|---|---|---|---|---|
| Amounts in NOK million | As previously reported |
Changes in principles |
Restated | As previously reported |
Changes in principles |
Restated |
| Operating revenues | 2 181 | 12 412 | 14 593 | 8 086 | 53 296 | 61 382 |
| Operating expenses | (1 944) | (11 570) | (13 514) | (7 801) | (49 298) | (57 099) |
| Operating profit before depreciation and amortisation | 237 | 842 | 1 079 | 284 | 3 999 | 4 283 |
| Depreciation and amortisation | (251) | (285) | (536) | (1 415) | (1 307) | (2 722) |
| Impairment changes and non-recurring items | (8) | - | (8) | (836) | (382) | (1 218) |
| Operating profit | (22) | 556 | 534 | (1 967) | 2 310 | 343 |
| Net financial items | (149) | (167) | (316) | (310) | (557) | (867) |
| Share of earnings in associated companies | 120 | (140) | (20) | 979 | (802) | 177 |
| Profit before tax | (51) | 249 | 198 | (1 297) | 950 | (347) |
| Income tax expense | 227 | (105) | 122 | 2 129 | (516) | 1 613 |
| Net profit/loss from continuing operations | 176 | 144 | 321 | 832 | 434 | 1 266 |
| Discontinued operations: | ||||||
| Profit and gain on sale from discontinued operations, net of tax | - | 10 | 10 | - | 468 | 468 |
| Profit for the period | 176 | 154 | 331 | 832 | 902 | 1 734 |
| Equity holders of the parent | 117 | (8) | 109 | 791 | (32) | 759 |
| Minority interest | 59 | 162 | 222 | 41 | 934 | 975 |
| Average number of shares outstanding (million) | 72.3 | 72.3 | 72.3 | 72.3 | 72.3 | 72.3 |
| Basic earnings and diluted earnings per share continuing business (NOK) | 1.62 | (0.19) | 1.43 | 10.94 | (2.30) | 8.64 |
| Basic earnings and diluted earnings per share (NOK) | 1.62 | (0.11) | 1.51 | 10.94 | (0.45) | 10.49 |
Statement of comprehensive income
| 1st Quarter 2013 | Year 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in NOK million | As previously reported |
Changes in principles |
Restated | As previously reported |
Changes in principles |
Restated | |
| Profit for the period | 176 | 154 | 331 | 832 | 902 | 1 734 | |
| Other comprehensive income, net of income tax: | |||||||
| Items that will not be reclassified to income statement: | |||||||
| Defined benefit plan actuarial gains (losses) | - | - | - | (19) | 13 | (6) | |
| Defined benefit plan actuarial gains (losses) in associated companies | - | - | - | 9 | (6) | 3 | |
| Items that will not be reclassified to income statement | - | - | - | (10) | 7 | (3) | |
| Items that may be reclassified subsequently to income statement: | |||||||
| Changes in fair value of financial assets | 27 | 15 | 42 | 346 | 49 | 395 | |
| Changes in fair value cash flow hedges | - | 56 | 56 | (22) | 291 | 269 | |
| Change in fair value of available for sale financial assets transferred to profit and loss | (1) | - | (1) | (145) | - | (145) | |
| Currency translation differences | 167 | 266 | 433 | 372 | 1 136 | 1 508 | |
| Change in other comprehensive income from associated companies | 135 | (134) | 1 | 632 | (633) | - | |
| Items that may be reclassified subsequently to income statement | 328 | 202 | 531 | 1 184 | 843 | 2 027 | |
| Other comprehensive income, net of income tax | 328 | 202 | 531 | 1 174 | 850 | 2 024 | |
| Total comprehensive income for the period | 505 | 356 | 861 | 2 006 | 1 752 | 3 757 | |
| Attributable to: | |||||||
| Equity holders of the parent | 398 | (8) | 390 | 1 746 | (32) | 1 714 | |
| Minority interests | 107 | 364 | 472 | 260 | 1 784 | 2 043 |
Balance sheet
| 31.03.2013 | 01.01.2013 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | As previously reported |
Changes in principles |
Restated | As previously reported |
Changes in principles |
Restated | As previously reported |
Changes in principles |
Restated |
| ASSETS | |||||||||
| Property, plant and equipment | 14 068 | 10 990 | 25 058 | 15 394 | 10 480 | 25 874 | 12 562 | 10 605 | 23 167 |
| Intangible assets | 7 896 | 9 696 | 17 592 | 7 637 | 9 652 | 17 289 | 7 802 | 8 451 | 16 254 |
| Deferred tax assets | 342 | 906 | 1 248 | 1 167 | 915 | 2 082 | 347 | 909 | 1 256 |
| Investment in equity accounted companies | 6 809 | (5 791) | 1 018 | 9 135 | (7 814) | 1 321 | 6 442 | (5 323) | 1 119 |
| Other shares and funds | 789 | 860 | 1 649 | 837 | 654 | 1 491 | 787 | 576 | 1 363 |
| Interest-bearing long-term receivables | 1 529 | 746 | 2 275 | 1 904 | 162 | 2 066 | 1 483 | 723 | 2 206 |
| Calculated tax receivable | 261 | - | 261 | - | - | - | - | - | - |
| Other non-current assets | 316 | 91 | 407 | 228 | 37 | 265 | 279 | 26 | 305 |
| Total non-current assets | 32 010 | 17 499 | 49 509 | 36 303 | 14 086 | 50 389 | 29 702 | 15 968 | 45 670 |
| Inventory, trade and other receivables | 1 916 | 24 840 | 26 756 | 2 249 | 24 383 | 26 633 | 2 089 | 21 614 | 23 704 |
| Calculated tax receivable | 1 288 | 178 | 1 466 | 1 448 | 199 | 1 647 | 1 283 | 159 | 1 442 |
| Interest-bearing short-term receivables | 28 | 243 | 271 | 423 | 511 | 934 | 28 | 421 | 449 |
| Cash and cash equivalents | 4 759 | 2 872 | 7 631 | 5 834 | 3 890 | 9 724 | 5 471 | 2 283 | 7 754 |
| Total current assets | 7 991 | 28 134 | 36 125 | 9 955 | 28 983 | 38 938 | 8 871 | 24 478 | 33 349 |
| Assets held for sale | - | - | - | - | 4 417 | 4 417 | - | - | - |
| Total assets | 40 001 | 45 632 | 85 633 | 46 257 | 47 486 | 93 743 | 38 573 | 40 446 | 79 019 |
| EQUITY AND LIABILITIES | |||||||||
| Total paid-in capital | 2 024 | - | 2 024 | 2 025 | - | 2 025 | 2 001 | - | 2 001 |
| Retained earnings and other reserves | 7 967 | (959) | 7 008 | 8 433 | (1 865) | 6 568 | 7 459 | (951) | 6 508 |
| Total equity attributable to equity holders of the parent | 9 991 | (959) | 9 032 | 10 458 | (1 865) | 8 593 | 9 460 | (951) | 8 509 |
| Minority interests | 9 318 | 10 136 | 19 454 | 10 119 | 9 791 | 19 910 | 9 350 | 9 772 | 19 122 |
| Total equity | 19 309 | 9 177 | 28 486 | 20 577 | 7 926 | 28 503 | 18 810 | 8 821 | 27 631 |
| Interest-bearing loans | 12 360 | 11 687 | 24 047 | 17 315 | 7 899 | 25 214 | 11 264 | 7 152 | 18 416 |
| Deferred tax liabilities | 1 680 | 1 907 | 3 587 | 1 478 | 2 076 | 3 554 | 1 652 | 1 829 | 3 481 |
| Provisions and other long-term liabilities | 2 055 | 1 290 | 3 345 | 1 994 | 1 120 | 3 114 | 2 019 | 1 195 | 3 214 |
| Total non-current liabilities | 16 095 | 14 884 | 30 979 | 20 786 | 11 095 | 31 881 | 14 935 | 10 176 | 25 111 |
| Short-term interest-bearing debt | 2 229 | 1 098 | 3 327 | 1 668 | 3 896 | 5 564 | 2 291 | 1 008 | 3 299 |
| Tax payable, trade and other payables | 2 369 | 20 473 | 22 842 | 3 226 | 23 394 | 26 620 | 2 537 | 20 441 | 22 978 |
| Total current liabilities | 4 598 | 21 571 | 26 168 | 4 894 | 27 290 | 32 184 | 4 828 | 21 449 | 26 277 |
| Total liabilities | 20 692 | 36 455 | 57 147 | 25 680 | 38 385 | 64 065 | 19 763 | 31 625 | 51 388 |
| Liabilities held for sale | - | - | - | - | 1 176 | 1 176 | - | - | - |
| Total equity and liabilities | 40 001 | 45 632 | 85 633 | 46 257 | 47 486 | 93 743 | 38 573 | 40 446 | 79 019 |
Cashflow statement
| 1st Quarter 2013 | Year 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in NOK million | As previously reported |
Changes in principles |
Restated | As previously reported |
Changes in principles |
Restated | |
| Profit before tax | (51) | 249 | 198 | (1 297) | 950 | (347) | |
| Depreciation and amortisation | 251 | 285 | 536 | 1 415 | 1 307 | 2 722 | |
| Other items and changes in other operating assets and liabilities | 53 | (2 893) | (2 840) | 2 553 | 807 | 3 360 | |
| Net cash flow from operating activities | 253 | (2 358) | (2 105) | 2 671 | 3 064 | 5 735 | |
| Proceeds from sales of property, plant and equipment | 1 | (7) | (6) | 926 | 415 | 1 341 | |
| Proceeds from sale of shares and other equity investments | 32 | - | 32 | 259 | 49 | 308 | |
| Disposals of subsidiary, net of cash disposed | - | 12 | 12 | 4 | - | 4 | |
| Acquisition of subsidiary, net of cash acquired | - | (1 046) | (1 046) | (105) | (1 136) | (1 241) | |
| Acquisition of property, plant and equipment | (1 751) | (498) | (2 249) | (5 972) | (3 636) | (9 608) | |
| Acquisition of equity investments in other companies | (111) | - | (111) | (2 035) | - | (2 035) | |
| Net cash flow from other investments | (11) | (47) | (58) | (43) | 264 | 222 | |
| Net cash flow from investing activities | (1 840) | (1 587) | (3 427) | (6 965) | (4 044) | (11 009) | |
| Net proceeds from issuance of interest-bearing debt | 844 | 4 487 | 5 331 | 4 827 | 3 281 | 8 108 | |
| New equity | - | 1 | 1 | 877 | 1 | 878 | |
| Own shares | - | - | - | (2) | 83 | 81 | |
| Dividends paid | - | - | - | (1 127) | (820) | (1 946) | |
| Net cash flow from financing activities | 844 | 4 488 | 5 332 | 4 575 | 2 545 | 7 120 | |
| Net change in cash and cash equivalents | (743) | 543 | (200) | 280 | 1 565 | 1 846 | |
| Effects of changes in exchange rates on cash | 32 | 46 | 78 | 83 | 42 | 125 | |
| Cash and cash equivalents at the beginning of the period | 5 471 | 2 283 | 7 754 | 5 471 | 2 283 | 7 754 | |
| Cash and cash equivalents at end of period | 4 759 | 2 872 | 7 631 | 5 834 | 3 890 | 9 724 |
5. Estimates
The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The most significant judgments made by management in preparing these condensed consolidated interim financial statements in applying the Group's accounting policies, and the key sources of estimation uncertainty, are the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2013.
Due to the implementation of IFRS 10 (see note 4) and the consolidation of Aker Solutions and Kvaerner, some additional significant judgments and key sources of estimation uncertainty are described below that was not described in Aker's annual financial statements for 2013.
Revenue recognition
The percentage-of-completion method is used to account for construction contracts. This method requires estimates of the final revenue and costs of the contract, as well as measurement of progress achieved to date as a proportion of the total work to be performed.
The main uncertainty when assessing contract revenue is related to recoverable amounts from variation orders, claims and incentive payments which are recognized when, in the group's judgment, it is probable that they will result in revenue and are measurable. This assessment is adjusted by management's evaluation of liquidated damages to be imposed by customers typically relating to contractual delivery terms. In many projects there are frequent changes in scope of work resulting in a number of variation orders. Normally the contracts with customers include procedures for presentation of an agreement of variation orders. At any point in time, there will be unapproved variation orders and claims included in the project revenue where recovery is assessed as probable and other criteria are met. Even though management has extensive experience in assessing the outcome of such negotiations, uncertainties exist.
Remaining project costs depend on productivity factors and the cost of inputs. Weather con ditions, the performance of subcontractors and others with an impact on schedules, commodity prices and currency rates can all affect cost estimates. Experience, systematic use of the project execution model and focus on core competencies reduce, but do not eliminate, the risk that estimates may change significantly. A risk contingency is included in project cost based on the risk register that is prepared for every project.
Progress measurement based on costs has an inherent risk related to the cost estimate as described above. In situations where cost is not seen to properly reflect actual progress, alternative measures such as hours or physical progress are used to achieve more precise revenue recognition. The estimation uncertainty during the early stages of a contract is mitigated by a policy of normally not recognizing revenue in excess of costs on large lump sum projects before the contract reaches 20 percent completion. However, management can on a project-by-project basis give approval of earlier recognition if cost estimates are certain, typically in situations of repeat projects, proven technology or proven execution model.
Warranties
A provision is made for expected warranty expenditures. The warranty period is normally two years. Based on experience, the provision is often set at one percent of the contract value, but can also be a higher or lower amount following a specific evaluation of the actual circumstances for each contract. Both the general one percent provision and the evaluation of project specific circumstances are based on experience from earlier projects. Factors that could affect the estimated warranty cost include the group's quality initiatives nd project execution model.
Property, plant and equipment and intangible assets
At every balance sheet date, the group considers whether there are indications of impairment on the book values of long-term assets. If such indications exist, a valuation is performed to assess whether or not the asset should be written down for impairment. Such valuations will often have to be based on estimates of future results for a number of cash generating units.
Fair value measurement of contingent and deferred consideration
Contingent and deferred consideration resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the deferred and contingent consideration meets the definition of a derivative and thus, a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on discounted cashflows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor.
6. Pension, tax and contingencies
Calculation of pension cost and liability is done annually by actuaries. In the interim financial reporting, pension costs and liabilities are based on the actuarial forecasts. Income tax expense is recognized in each interim period based on the best estimate of the expected annual income tax rates. During the second quarter of 2012, Det norske oljeselskap ASA announced that it had received a notice of reassessment from the Norwegian Oil Taxation Office (OTO) in respect of 2009 and 2010. At the end of the third quarter 2012, the company responded to the notice of reassessment by submitting detailed comments.
7. Share capital and equity
As of 31 March 2014 Aker ASA had issued 72 374 728 ordinary shares at a par value of NOK 28 per share. Total own shares were 44 805. Average outstanding number of shares is used in the calculation of earnings per share in all periods in 2013 and 2014. At year-end 2013, the board of directors suggested a dividend of NOK 13.00 per share for 2013, a total of NOK 940 million. The dividend distribution was approved at the Annual General Meeting in April and was paid in the same month 2014.
8. Interest-bearing debt
Material changes in interest-bearing debt (short term and long term) during 2014:
| Amounts in NOK million | Long-term | Short-term | At 1st Quarter |
|---|---|---|---|
| Balance at 1 January 2014 | 17 315 | 1 668 | 18 983 |
| Aker Solutions and Kvaerner | 7 899 | 3 896 | 11 795 |
| Balance at 1 January 2014 - Restated | 25 214 | 5 564 | 30 778 |
| Bond loans in Ocean Yield ASA | 600 | - | 600 |
| Drawn exploration facility in NOK in Det norske | - | 200 | 200 |
| Drawn revolving credit facility in Det norske | 404 | - | 404 |
| Bond loan in SEK in Aker ASA and holding companies | 1 427 | - | 1 427 |
| Other new loans and change in credit facilities | 456 | 109 | 565 |
| Total funds from issuance of long-term and short-term | |||
| debt (excl. construction loans) | 2 887 | 309 | 3 196 |
| Repayment revolving credit facility in Det norske | (290) | - | (290) |
| Repayment of loans in Aker Solutions | (1 600) | (1 888) | (3 488) |
| Repayment of bond loan in Ocean Yield | (467) | - | (467) |
| Repayment of Aker Floating Production bank loan | (195) | - | (195) |
| Other repayments | (58) | - | (58) |
| Total repayments of long-term and short-term debt (excl. | |||
| construction loan) | (2 610) | (1 888) | (4 498) |
| Exchange rates differences and other changes | 104 | (150) | (46) |
| Balance at end of period | 25 595 | 3 835 | 29 431 |
9. Operating segments
Aker identifies segments based on the group's management and internal reporting structure. Aker's investment portfolio is comprised of two segments: Industrial Holdings and Financial Investments.
Recognition and measurement applied in the segment reporting are consistent with the accounting policies in the condensed consolidated interim financial statements.
Operating revenues
| 1Q | 1Q | Year | |
|---|---|---|---|
| Amounts in NOK million | 2014 | 2013 | 2013 |
| Industrial holdings | |||
| Aker Solutions | 11 229 | 10 312 | 42 900 |
| Kvaerner | 3 489 | 2 663 | 12 960 |
| Det norske oljeselskap | 158 | 80 | 944 |
| Aker BioMarine | 140 | 155 | 662 |
| Ocean Yield | 364 | 319 | 1 404 |
| Havfisk | 214 | 172 | 779 |
| Eliminations | (675) | (563) | (2 564) |
| Total industrial holdings | 14 919 | 13 137 | 57 085 |
| Financial investments | |||
| Converto Capital Fund1) | 990 | 1 325 | 3 964 |
| Financial investments, other assets and | |||
| eliminations | 67 | 130 | 333 |
| Total financial investments | 1 057 | 1 456 | 4 297 |
| Aker group | 15 976 | 14 593 | 61 382 |
| Profit before tax | |||
| 1Q | 1Q | Year | |
| Amounts in NOK million | 2014 | 2013 | 2013 |
| Industrial holdings | |||
| Aker Solutions | 452 | 339 | 1 398 |
| Kvaerner | 135 | 72 | 399 |
| Det norske oljeselskap | (161) | (283) | (2 545) |
| Aker BioMarine | (19) | 6 | 89 |
| Ocean Yield | 195 | 101 | 464 |
| Havfisk | 15 | 5 | (103) |
| Eliminations | (34) | (33) | (130) |
| Total industrial holdings | 583 | 206 | (429) |
| Financial investments | |||
| Converto Capital Fund1) | 455 | 102 | 451 |
| Financial investments, other assets and eliminations |
(180) | (110) | (369) |
| Total financial investments | 275 | (7) | 82 |
| Aker group | 859 | 198 | (347) |
1) Consolidated companies owned by Converto Capital Fund.
10. Property, plant and equipment and intangible assets
Material changes in property, plant and equipment and intangible assets during 2014:
| Property, plant | |||
|---|---|---|---|
| Amounts in NOK million | and equipment Intangible assets | Total | |
| Balance at 1 January 2014 | 15 394 | 7 637 | 23 031 |
| Effect consolidation Aker Solutions and Kvaerner | 10 480 | 9 756 | 20 236 |
| Effect Havfisk | - | (105) | (105) |
| Balance at 1 January 2014 - Restated | 25 874 | 17 289 | 43 163 |
| Other proceeds from sales of property plant and equipment | (3) | - | (3) |
| Proceeds from sales of intangible assets | - | (2) | (2) |
| Total proceeds | (3) | (2) | (4) |
| Acquisition of property, plant and equipment in Det norske | 590 | - | 590 |
| Acquisition of exploration expenses and other intangibles in Det norske |
- | 115 | 115 |
| Acquisition in Aker Solutions | 227 | 176 | 403 |
| Other acquisitions | 756 | 8 | 764 |
| Total acquisition 1) | 1 573 | 299 | 1 872 |
| Depreciation and amortisation | (625) | (72) | (698) |
| Impairment | (1) | - | (1) |
| Reclassification | 542 | (542) | - |
| Expensed capitalised wells | - | (74) | (74) |
| Exchange rates differences and other changes | (82) | (46) | (128) |
| Balance at end of period | 27 278 | 16 851 | 44 129 |
| 1) Including capitalized interest, removal and decommissioning costs in Det norske and other accruals |
75 | - | 75 |
- Discontinued operations
Aker Solutions
Mooring and loading systems business
On 30 October 2013, Aker Solutions sold its mooring and loading systems business (MLS) to Cargotec. The unit, known for the Pusnes brand name, provides mooring equipment, loading and offloading systems, as well as deck machinery for the global offshore and shipping markets. The division employs about 370 people in Europe, Asia and the Americas and has its main office in Arendal, Norway. The transaction was completed on January 30, 2014, and a net gain of NOK 1,05 billion is recognized in the income statement per Q1 2014, included in Net profit from discontinued operations.
Well-intervention services businesses
On 22 November 2013, Aker Solutions agreed to sell its well intervention services businesses (WIS) to EQT. The business provides services that optimize flows from oil reservoirs and its main markets are in the UK and Norway. The division has about 1,500 employees in Europe, Asia, the US and the Middle East. The transaction was completed on January 9, 2014, and a net gain of NOK 1,85 billion is recognized in the income statement per Q1 2014, included in Net profit from discontinued operations.
The agreement includes an earn-out provision where Aker Solutions will receive 25 percent of any internal rate of return exceeding 12 percent a year on EQT's equity investment. An earn-out of NOK 120 million has been recognised in the accounts, and represents estimated fair value at transaction date.
Kvaerner
In December 2013, Kvaerner sold its onshore construction business in North America to Matrix Service Company. Following the sale, Kvaerner will not have any remaining operations in the US within the Downstream & Industrial segment, and the remaining legacies within the segment are presented as discontinued operations.
Results from discontinued operations
| 1Q 2014 | 1Q 2013 | Year 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Aker Solutions | Kvaerner | Eliminations | Total | Aker Solutions | Kvaerner | Total | Aker Solutions | Kvaerner | Total |
| Operating revenues | 131 | 1 | - | 132 | 749 | 244 | 993 | 3 438 | 1 666 | 5 104 |
| Operating expenses | (116) | (33) | (149) | (719) | (253) | (972) | (3 058) | (1 670) | (4 728) | |
| Financial items | - | - | - | - | - | - | - | (10) | (32) | (42) |
| Profit before tax | 15 | (32) | - | (17) | 30 | (9) | 21 | 370 | (37) | 333 |
| Tax expense | (4) | - | - | (4) | (11) | - | (11) | (108) | (29) | (137) |
| Net profit from operating activities | 11 | (32) | - | (21) | 19 | (9) | 10 | 262 | (66) | 196 |
| Gain on sale of discontinued operations | 2 900 | - | (64) | 2 836 | - | - | - | - | 272 | 272 |
| Tax expense on gain on sale of discontinued operations | (10) | - | - | (10) | - | - | - | - | - | - |
| Net gain from discontinued operations | 2 890 | - | (64) | 2 826 | - | - | - | - | 272 | 272 |
| Net profit from discontinued operations | 2 901 | (32) | (64) | 2 805 | 19 | (9) | 10 | 262 | 206 | 468 |
Earnings per share of discontinued operations
| Year | |||
|---|---|---|---|
| Amounts in NOK million | 1Q 2014 | 1Q 2013 | 2013 |
| Basic earnings per share from discontinued operations | 12.84 | 0.08 | 1.85 |
| Diluted earnings per share from discontinued operations | 12.84 | 0.08 | 1.85 |
Cash flow from discontinued operations
| 1Q 2014 | 1Q 2013 | Year 2013 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Aker Solutions | Kvaerner | Total | Aker Solutions | Kvaerner | Total | Aker Solutions | Kvaerner | Total |
| Net cash from operating activates | (67) | (121) | (188) | 34 | 83 | 117 | 469 | 45 | 514 |
| Net cash from investing/financing | 5 479 | 88 | 5 567 | (49) | 14 | (35) | (300) | (317) | (617) |
| Effect on cash flow | 5 412 | (33) | 5 379 | (15) | 97 | 82 | 169 | (272) | (103) |
| Consideration received, settled in cash | 5 718 | - | 5 718 | - | - | - | - | 599 | 599 |
| Cash and cash equivalents disposed of | (258) | - | (258) | - | - | - | - | (223) | (223) |
| Net cash inflow | 5 460 | - | 5 460 | - | - | - | - | 376 | 376 |
12. Transactions and agreements with related parties
There have not been any significant transactions with related parties in the quarter. See also note 37 in the group annual accounts for 2013.
13. Transactions with minority interests
In the first quarter 2014 Aker Philadelphia Shipyard issued 2.41 million new shares priced as NOK 165 per shares, raising proceeds of approximately USD 65 million. Aker did not participate in the share issue. The transaction increased minority interest with NOK 382 million.
14. Events after the balance sheet date
There have been no material events that have an impact on the accounts after the balance sheet date.