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Aker — Interim / Quarterly Report 2016
Jul 19, 2016
3526_rns_2016-07-19_fa8ab05c-e699-42b7-8658-ca5026f9218c.pdf
Interim / Quarterly Report
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Aker ASA
Second-quarter and half-year results 2016
Second-quarter 2016 highlights
Financial key figures
(Aker ASA and holding companies)
- n The net asset value of Aker ASA and holding companies ("Aker") rose by 29 per cent adjusted for dividend in the second quarter 2016 to NOK 24.7 billion, compared with the first-quarter figures. Per-share net asset value ("NAV") amounted to NOK 333 as per 30 June 2016, compared to NOK 265 as per 31 March (prior to dividend allocation).
- n The value of Aker's Industrial Holdings portfolio rose to NOK 24.5 billion in the quarter, up from NOK 18.8 billion in the first quarter 2016. Aker's Financial Investments portfolio fell to NOK 7.2 billion, from NOK 7.7 billion in the prior quarter, mainly due to the payment of dividends.
- n Cash holdings rose by NOK 1.2 billion to NOK 3.4 billion in the second quarter, primarily due to the divestment of real estate, the replacement of cash security with a guarantee related to a TRS agreement and dividends received from Philly Shipyard, Ocean Yield, Havfisk and American Shipping Company. Aker disbursed NOK 742 million in dividend payments to shareholders in May 2016. Aker held NOK 390 million in liquid fund investments as per 30 June 2016, down from NOK 395 million in the prior quarter.
- n The value-adjusted equity ratio was 78 per cent, up from 74 per cent as of 31 March 2016.
- n The Aker share gained 44 per cent in the second quarter, adjusted for dividend. This compares to a 4.4 per cent increase in the Oslo Stock Exchange's benchmark index ("OSEBX").
Key portfolio events
n In June 2016 Aker entered into an agreement with Lerøy Seafood Group to sell Aker's 63.21 per cent ownership stake in Havfisk for NOK 36.50 per share and Aker's 73.63 per cent ownership stake in Norway Seafoods Group for NOK 1.0 per share. The combined sales will release approximately NOK 2.0 billion in cash to Aker.
Main contributors to gross asset value (NOK billion)
Representing 84 per cent of total gross asset value of NOK 31.7 billion
- n In June 2016 Det norske oljeselskap announced the agreement with BP to merge with BP Norge through a share purchase transaction. The company will be renamed Aker BP ASA. Aker BP will be jointly owned by Aker (40 per cent), BP (30 per cent) and other Det norske shareholders (30 per cent). As part of the transaction, Det norske will issue 135.1 million shares based on NOK 80 per share to BP as compensation for all shares in BP Norge. In parallel, Aker will acquire 33.8 million of these shares from BP at the same share price, to achieve the agreed-upon ownership structure.
- n In June 2016 Solstad Offshore and Aker announced a financing plan to strengthen Solstad's balance sheet. Aker will inject NOK 250 million in new equity and provide NOK 250 million in the form of a subordinated convertible bond with maturity in 2021, which can be converted into new shares in Solstad or in a subsidiary of Solstad. The other shareholders in Solstad will be invited to participate in a subsequent offering of new equity of up to NOK 75 million. Aker will have a direct ownership interest of 30 per cent in Solstad and in addition, an economic exposure of 17 per cent through the convertible bond.
- n In June 2016 Ocean Yield agreed to acquire a 49.5 per cent equity interest in six newbuilding container vessels on 15-year bareboat charters, owned by Quantum Pacific Shipping. Ocean Yield's equity portion of the investment will be funded by own cash and a drawing facility from Aker of NOK 1.0 billion with maturity in February 2018, corresponding with the maturity of the bonds held by Ocean Yield in American Shipping Company. The loan to Ocean Yield carries an interest rate of NIBOR + 4.5 per cent p.a.
- n In May 2016 Aker announced an agreement to participate in a directed share issue in Cxense, at NOK 120 per share. Following the new share issue in June 2016, Aker holds 416 667 shares in Cxense, equivalent to 5.7 per cent of the total outstanding number of shares.
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,
In the second quarter 2016 we added two milestones to Aker's 175-year industrial journey: the exit from the whitefish industry and the creation of Europe's largest independent listed E&P company, in terms of production. The market's verdict can be summarised with one figure: 44 per cent, which is the quarterly return on Aker's stock price, dividend included. It is our strongest quarterly return since 2006.
Aker delivered solid growth in the second quarter, increasing net asset value by 29 per cent, adjusted for dividend. The gain was primarily due to a NOK 5.8 billion increase in the underlying value of the Industrial Holdings portfolio, of which Det norske contributed with NOK 4.0 billion alone. What a reminder of the continued value potential in oil and gas!
In the second quarter 2016 we added two milestones to Aker's 175-year industrial journey: the exit from the whitefish industry and the creation of Europe's largest independent listed E&P company, in terms of production.
The transformation of Det norske into Aker BP will stand as a momentous event in Aker's history. It provides a good illustration of how Aker practices long-term industrial ownership. We established Aker Exploration in 2006 and merged it with Det norske three years later, to form a company with some 27 million barrels of oil equivalent P50 reserves and a production of less than 2 000 barrels of oil equivalent per day (boepd). Today, we are able to use Det norske's shares as an acquisition currency, creating a company with an estimated 723 million boe P50 reserves and a joint production of approximately 122 000 boepd, as per year-end 2015.
Aker BP will have a strengthened balance sheet through increased cash flow and lower debt; a diversified asset base; good annual oil production growth and significant near-term dividend capacity. The feedback from the market, the authorities, media, suppliers and peers alike has been overwhelmingly supportive: the transaction is viewed as value-accretive for all parties involved and opens up for a potential innovative model for industrial collaboration. For Aker, the attractiveness of this transaction resides in the fact that we are simultaneously de-risking the largest investment in our portfolio, whilst creating a stronger platform for long-term profitable growth and dividends. Our vision for Aker BP is that it will be a world-class independent E&P company in terms of low cost of production and high profitability per barrel, safety, operational excellence, and disciplined growth.
Aker's divestment of Havfisk and Norway Seafoods may have caught some by surprise. Aker has been an industrial owner in the Norwegian fishing industry since 1996, and whitefish harvesting and processing was long viewed as a fundamental part of our identity. A main objective for Aker is to build great portfolio companies. Today, Havfisk is certainly in that league with outstanding operations, strong financials and high returns to shareholders. We could have continued on the same track, but we saw that Lerøy Seafood had the potential to elevate Havfisk and Norway Seafoods' performances further through synergies with its existing businesses. Hence, we took the decision to reallocate capital from fisheries to oil and gas, where Aker sees an even higher return potential in the years to come. It was a counter-cyclical move, as you should expect from Aker as an industrial investment company.
Solstad is another counter-cyclical investment, with a somewhat higher risk profile than E&P. We will invest half a billion kroner to support Solstad in the role of industry consolidator of the cashstrapped, over-supplied and fragmented offshore service vessel segment. The key motivating factor is a high return potential based on cost reduction, fleet optimisation and increased asset values when the market rebounds. However in order to succeed, stakeholders in other offshore service vessel companies must share our view on the need for reshaping the industry's structure and fundamentals. It is our opinion that in order to regain lost values, REM Offshore needs to participate in the consolidation of the industry, which is why we chose to vote against the proposed restructuring plan at the company's bondholders meeting on 18 July, when our alternative proposal was rejected by REM Offshore. Aker will, together with Solstad, pursue our efforts to find an industrial solution for REM Offshore in the best interest of creditors and other relevant stakeholders.
Aker will keep delivering on its strategy to use its strong balance sheet and considerable network of banks and industrial partners to capitalise on attractive opportunities in challenging markets. At the same time, we will continue to support growth in our existing portfolio companies and to explore new segments. Our NOK 1.0 billion bridge loan to Ocean Yield to finance the investment in new container vessels will support continued growth in dividends and provide further portfolio and counterparty diversification.
Our NOK 50 million investment in Cxense is our first investment in the information technology segment. We see intrinsic value potential in the company's licensed software solutions for analysing big data, as well as an opportunity to connect with a technology environment, which holds an expertise that could be of interest to several of our portfolio companies.
It's an exciting time to be the CEO of Aker. The second quarter provided us with an opportunity to display the company's panoply of strengths in terms of M&A competency, optimisation of capital allocation, ability to take advantage of our broad network to seize opportunities fast, and willingness to use our financial strength to support accretive investments in our companies. I am proud of the positive impact it has had on both our net asset value and our share price.
We know from experience the volatility and the risks that come with being exposed to cyclical industries. Our mindset is to turn this into longer-term opportunities. Financial strength and flexibility is a prerequisite for pursuing such a counter-cyclical investment strategy. Those of you who have followed Aker in recent years know that we have worked hard at positioning ourselves to achieve this. What we accomplished in the second quarter has created a whole new set of opportunities for us as an active owner.
That said we know from experience the volatility and the risks that come with being exposed to cyclical industries. Our mindset is to turn this into longer-term opportunities. Financial strength and flexibility is a prerequisite for pursuing such a counter-cyclical investment strategy. Those of you who have followed Aker in recent years know that we have worked hard at positioning ourselves to achieve this. What we accomplished in the second quarter has created a whole new set of opportunities for us as an active owner. Our shareholders can be well assured that we will pursue with undiminished strength our efforts to keep capturing value-enhancing opportunities for Aker and build profitable, high-quality companies.
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 31.03.2016 | As of 30.06.2016 | |||
|---|---|---|---|---|
| NOK/share | NOK million | NOK/share | NOK million | |
| Industrial Holdings | 254 | 18 832 | 329 | 24 450 |
| Financial Investments | 104 | 7 748 | 97 | 7 214 |
| Gross assets | 358 | 26 580 | 426 | 31 664 |
| Total liabilities (before dividend allocations) | (93) | (6 902) | (93) | (6 926) |
| NAV (1Q before dividend allocations) | 265 | 19 678 | 333 | 24 738 |
| Net interest-bearing receivables/(liabilities) | (3 344) | (2 227) | ||
| Number of shares outstanding (million) | 74.185 | 74.322 |
Gross assets
(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 charts above show the composition of Aker's assets. The business segments are discussed in greater detail on pages 5-7 of this report.
Aker – Segment information Industrial Holdings
| 31.03.2016 | 2Q 16 | 30.06.2016 | |||||
|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Ownership in % |
Value | Net investments |
Received dividends |
Other changes |
Value change |
Value |
| Det norske | 50.0 | 6 280 | - | - | - | 3 991 | 10 271 |
| Ocean Yield | 72.9 | 5 452 | - | (136) | - | 627 | 5 944 |
| Aker Solutions | 34.8 | 2 515 | - | - | - | 842 | 3 357 |
| Havfisk | 63.2 | 1 755 | - | (80) | - | 278 | 1 953 |
| Aker BioMarine* | 99.5 | 1 405 | - | - | - | - | 1 405 |
| Akastor | 36.7 | 880 | - | - | - | 54 | 934 |
| Kværner | 28.7 | 544 | - | - | - | 42 | 587 |
| Total Industrial Holdings | 18 832 | - | (217) | - | 5 835 | 24 450 |
*Reflected at book value
The total value of Aker's Industrial Holdings increased by NOK 5.6 billion in the second quarter 2016 to NOK 24.5 billion, mainly due to an underlying value increase of NOK 5.8 billion, after deduction of NOK 217 million in dividend payments from the companies. This compares to a value of NOK 18.8 billion as of 31 March 2016 and NOK 20.2 billion as of 31 December 2015.
Of the NOK 5.8 billion underlying value increase in the second quarter, Det norske contributed with NOK 4.0 billion, Aker Solutions with NOK 842 million, Ocean Yield with NOK 627 million, Havfisk with NOK 278 million, Akastor with NOK 54 milion and Kvaerner with NOK 42 million.
The book value of Aker's non-listed holding, Aker BioMarine, remained at NOK 1.4 billion as per 30 June 2016. Aker applies the lowest of historical cost or market value in determining the book value of its non-listed investments.
Det norske
Det norske is a fully-integrated E&P company operating on the NCS. In June Det norske and BP Norge announced an agreement to merge their activities, creating the largest independent oil company on the NCS with a production of 122 000 boepd in 2015 and 723 mboe P50 reserves as per year-end 2015. Aker BP will be the operator of five production hubs, making it the second-largest company in terms of operatorships on the NCS. Aker will remain the largest shareholder in the company with a 40 per cent interest, while BP will have a 30 per cent interest. Aker believes there is significant value creation potential in Aker BP: the transaction strengthens the company's balance sheet and leads to higher cash flow from a more diversified portfolio, providing material short-term dividend capacity. It will enable further organic growth and will provide debt capacity to make new acquisitions without raising new equity. Aker expects Det norske to resolve the current dividend restrictions in its debt facilities so as to initiate dividend payout as early as the fourth quarter 2016. Completion
of the transaction is subject to standard conditions, including approval by the Norwegian Ministry of Petroleum and Energy and the Norwegian Ministry of Finance, and relevant competition authorities. The closing date for the transaction is expected to occur at the end of the third quarter 2016. In terms of operations, the Ivar Aasen topside will be installed offshore this summer, marking a key milestone for the company. Alvheim has maintained high uptime and produced 62 400 boed during the second quarter.
Ocean Yield
Ocean Yield is a ship-owning company with a mandate to build a diversified portfolio of modern vessels within oil services and shipping. The company targets fixed, long-term bareboat charters to creditworthy counterparties. In the second quarter, the company entered into an agreement to acquire a 49.5 per cent equity interest in six newbuilding mega container vessels on 15-year bareboat charters to a major European container line for a total equity consideration of USD 162 million. The transaction was partly financed by a NOK 1.0 billion drawing facility from Aker. This is Ocean Yield's largest investment so far and will support continued growth in dividends and provide further portfolio and counterparty diversification. Aker encourages the company to continue growing accretively into new segments while monitoring counterparty risk, diversifying the capital structure and pro-actively reducing the cost of capital. As per the end of the second quarter, the company's estimated EBITDA backlog stood at USD 3.3 billion and the average remaining contract tenor (weighted by EBITDA) was 11.2 years. Ocean Yield remains committed to its ambition to pay an attractive and increasing quarterly dividend, supported by strong embedded earnings growth. The company raised its dividend in the second quarter by 0.50 cents per share quarter-on-quarter.
Aker Solutions
Aker Solutions is a global oil services company providing services, technologies, and product solutions within subsea and field design. Improving operational efficiency, nurturing existing and developing new customer relations, reducing organisational complexity and optimising the cost base are high on Aker's ownership agenda for Aker Solutions. The company is undergoing significant capacity reduction, restructuring and operational improvement efforts to strengthen its long-term competitiveness and improve financial results. Aker Solutions continues to deliver a solid operational and financial performance on its portfolio of projects and its balance sheet remains robust. The company's liquidity buffer stood at NOK 7.9 billion as per the end of the second quarter. Winning new contracts remains a priority and while the market outlook is uncertain, tendering activity is still significant and Aker Solutions is continuously targeting new opportunities. Among important contract wins in the second quarter was the umbilical system for the Zohr offshore gas field in the Egyptian part of the Mediterranean Sea, valued at more than NOK 1.0 billion. The company reported an order intake of NOK 3.4 billion in the quarter, bringing its order backlog to NOK 35 billion as per the second quarter.
Havfisk
Havfisk is Norway's largest whitefish harvesting company and operates 29.6 cod licenses, which represents about 11 per cent of the national whitefish quotas. Havfisk delivered strong results for the second quarter, with a 55 per cent increase in EBITDA year-on-year. This was primarily due to good catch rates and efficient harvesting operations, which raised harvesting volumes by 24 per cent. Cod prices have maintained their upward trajectory, increasing 12 per cent in the quarter. Aker entered into an agreement with Lerøy Seafood Group in the second quarter to sell its 63.2 percent ownership stake in Havfisk for NOK 36.50 per share and its 73.63 per cent ownership stake in Norway Seafoods Group for NOK 1.0 per share. Aker will recognise a gain of NOK 1.6 billion from the sales. Completion of the transaction is conditional upon the approval of the Norwegian Ministry of Trade, Industry and Fisheries, and the relevant competition authorities.
Aker BioMarine
Aker BioMarine is an integrated biotechnology company that supplies krill-derived ingredients to the consumer health and animal nutrition markets. Aker BioMarine reported continued high harvesting volumes in the second quarter, with 9 408 metric tonnes of krill meal produced. The company is maintaining the trend from 2015 to reduce implied raw
Results and Returns for Industrial Holdings1)
| Aker Solutions | Havfisk | Akastor | Kvaerner | |||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | 2Q15 | 2Q16 | 2Q15 | 2Q16 | 2Q15 | 2Q16 | 2Q15 | 2Q16 |
| Revenue | 8 048 | 6 969 | 257 | 386 | 3 638 | 2 782 | 3 125 | 1 859 |
| EBITDA | 547 | 563 | 84 | 130 | 176 | (45) | 109 | 96 |
| EBITDA margin (%) | 6.8 | 8.1 | 32.6 | 33.7 | 4.8 | (1.6) | 3.5 | 5.2 |
| Net profit continued operations | 209 | 131 | 29 | 65 | (220) | (567) | 62 | 15 |
| Closing share price (NOK/share) | 44.00 | 35.50 | 24.10 | 36.504) | 13.90 | 9.29 | 4.93 | 7.60 |
| Quarterly return (%)3) | 8.3 | 33.5 | (7.6) | 15.9 | (14.3) | 6.2 | (6.7) | 7.8 |
| Ocean Yield | Det norske | Aker BioMarine | ||||
|---|---|---|---|---|---|---|
| Amounts in USD million | 2Q15 | 2Q16 | 2Q15 | 2Q16 | 2Q15 | 2Q16 |
| Revenue | 63 | 70 | 322 | 256 | 26 | 27 |
| EBITDA2) | 56 | 63 | 249 | 211 | 11 | 11 |
| EBITDA margin (%) | 88.6 | 90.4 | 77.2 | 82.6 | 40.4 | 40.4 |
| Net profit continued operations | 26 | 26 | 7 | 6 | 1 | 5 |
| Closing share price (NOK/share) | 61.50 | 60.50 | 55.50 | 101.40 | N/A | N/A |
| Quarterly return (%)3) | 20.7 | 11.5 | 24.8 | 63.5 | N/A | N/A |
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.
4) Agreed transaction price with Lerøy Seafood Group.
material unit cost. Demand and prices for Qrill™ Aqua and Qrill™ Pet remain strong. Aker BioMarine's new Houston facility is fully up and running with its new Flexitech™ technology, which enables improved quality and new product innovation opportunities. The market outlook for Superba™ Krill Oil products remains uncertain. Aker continues to evaluate various options for its long-term ownership of Aker BioMarine.
Akastor
Akastor is an oil-services investment company with a flexible mandate for active ownership and long-term value creation. A key focus in Aker's ownership agenda is for Akastor to play an active role in M&A, both to free up cash through the realisation of assets and to selectively consider opportunities that could arise in the oil service downturn, albeit in a disciplined manner. Akastor is working closely with its portfolio companies to support cost saving programs, operational improvement and strategic initiatives to strengthen competitiveness and position them for when the market recovers. The company's second-quarter results were impacted by restructuring costs in MHWirth. However, Fjords Processing and Frontica delivered sound results. At the holding company level, management's priority is to improve Akastor's financial strength and flexibility, and to best position the group's portfolio of companies for divestments. Akastor's liquidity reserve stood at NOK 2.2 billion at the end of second quarter.
Kvaerner
Kvaerner is a specialised oil and gas-related EPC company, focused on the Norwegian Continental Shelf. The company continues to deliver solid operational performance on its project portfolio. The recent successful completion and production start-up on schedule of the Edvard Grieg field is proof of Kvaerner's project execution capabilities. Kvaerner's backlog will deliver sound revenues for 2016, but the company is facing challenging market conditions and hardened competition, and needs to win more work to utilise its capacity in 2017 and beyond. In parallel Kvaerner needs to maintain focus on efficiency improvements and cost cuts to enhance competitiveness. Kvaerner has a robust capital structure with a cash position of NOK 2.4 billion as of the second quarter 2016 and NOK 2.0 billion in undrawn facilities, providing it with a buffer against the low activity levels in the oil service market.
Aker – Segment information Financial Investments
| As of 31.03.2016 | As of 30.06.2016 | |||
|---|---|---|---|---|
| NOK/share1) | NOK million | NOK/share1) | NOK million | |
| Cash | 30 | 2 200 | 45 | 3 364 |
| Liquid fund investments | 5 | 395 | 5 | 390 |
| Listed financial investments | 25 | 1 887 | 18 | 1 328 |
| Real estate | 17 | 1 277 | 4 | 326 |
| Other financial investments | 27 | 1 989 | 24 | 1 806 |
| Total Financial Investments | 104 | 7 748 | 97 | 7 214 |
1) The investment's contribution to Aker's per-share NAV.
Financial Investments comprise all of Aker's non-core assets, including cash, liquid fund investments, listed financial investments, real estate investments and other financial investments. The value of Aker's financial investments amounted to NOK 7.2 billion as of 30 June 2016, down from NOK 7.7 billion as of 31 March 2016 and as of 31 December 2015, mainly due to the payment of dividends.
Aker's Cash holding increased to NOK 3.4 billion in the second quarter, from NOK 2.2 billion in the prior quarter and NOK 1.5 billion at year-end 2015. The increase in the quarter was primarily due to the divestment of real estate or NOK 952 million, received dividends of NOK 461 million from Philly Shipyard, Ocean Yield, Havfisk and AMSC, the replacement of cash security with a guarantee related to a TRS agreement for AMSC shares for NOK 274 million, and repayment of receivables. Aker's primary cash outflow in the quarter related to the NOK 719 million payment of dividend (after deduction of withholding tax), together with ordinary operating and finance costs.
Aker held NOK 390 million in Liquid fund investments at the end of the second quarter, in two funds managed by Norron AB. This compares to NOK 395 million held as of the first quarter of 2016 and NOK 415 million as per year-end 2015.
The value of Listed financial investments stood at NOK 1.3 billion as of 30 June 2016, compared to NOK 1.9 billion as of 31 March 2016 and as of 31 December 2015. The value of Aker's investment in Philly Shipyard decreased to NOK 1.0 billion, compared to NOK 1.2 billion in the prior quarter, which is explained by the NOK 227 million dividend received in the quarter. The book value of Aker's direct and indirect investment in American Shipping Company decreased to NOK 271 million, compared to NOK 0.6 billion in the previous quarter. This is primarily due to the fact that Aker freed up NOK 274 million from a cash security account related to a TRS agreement and replaced it with a guarantee. Aker's investment in Cxense, announced in May 2016, is also included and was valued at NOK 63 million as per the end of the second quarter.
The value of Aker's Real estate investments stood at NOK 326 million, down from NOK 1.3 billion at 31 March 2016. The decrease is due to the previously announced divestments of real estate assets. These transactions have generated total cash proceeds to Aker of NOK 1.0 billion in the quarter. The remaining real estate assets are held through Fornebuporten Holding AS and consist of an office building at Fornebu (Widerøeveien 5), residential building projects and land plots at Fornebu and in Aberdeen for future potential development.
Other financial investments amounted to NOK 1.8 billion as of 30 June 2016, down from NOK 2.0 billion at the end of first quarter and year end. Other financial investments consist of equity investments, internal and external receivables, and other assets. The largest investments are Align and Trygg Pharma, in addition to receivables and fixed assets. The vessel Antarctic Navigator was sold during the quarter for a price in line with book value.
Aker ASA and holding companies Combined balance sheet
| Amounts in NOK million | 31.03.2016 | 30.06.2016 |
|---|---|---|
| Intangible, fixed, and non-interest bearing assets | 418 | 220 |
| Interest-bearing fixed assets | 894 | 844 |
| Investments1) | 15 125 | 14 941 |
| Non interest-bearing short-term receivables | 688 | 48 |
| Interest-bearing short-term receivables | 57 | 13 |
| Cash | 2 200 | 3 364 |
| Assets | 19 383 | 19 430 |
| Equity | 11 739 | 12 504 |
| Non interest-bearing debt | 1 148 | 477 |
| Interest-bearing debt, external | 6 496 | 6 449 |
| Equity and liabilities | 19 383 | 19 430 |
| Net interest-bearing receivables (debt) | (3 344) | (2 227) |
| Equity ratio (%) | 61 | 64 |
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 and 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 from sales of shares are classified as operating revenues in the combined profit and loss statement of the accounts. Gains and losses are only recognised to the extent assets are sold to third parties. Aker's accounting principles are presented in the company's 2015 annual report.
The total book value of assets was NOK 19.4 billion at the end of the second quarter 2016, unchanged from the prior quarter. It stood at NOK 19.6 billion as per year-end 2015.
Intangible, fixed and non-interest bearing assets stood at NOK 220 million, compared to NOK 418 million as per end of the first quarter and NOK 408 million as per year-end 2015.
Interest-bearing fixed assets fell by NOK 50 million to NOK 844 million in the second quarter.
Investments decreased by NOK 184 million to NOK 14.9 billion in the second quarter. The decrease was primarily due to the sale of real estate assets, partly offset by reversed impairments of the direct and indirect investments in Aker Solutions and a NOK 50 million investment in Cxense. Investments stood at NOK 16.2 billion as per year-end 2015.
Non interest-bearing short-term receivables fell by NOK 641 million to NOK 48 million in the second quarter, compared to NOK 688 million in the prior quarter. The reduction is partly explained by the sale to TRG of a NOK 350 million receivable against Aker Maritime Finance. In addition, a security deposit for one of the AMSC TRS agreements was partly replaced by a guarantee from Aker ASA, resulting in a cash release of NOK 274 million in the quarter.
Interest bearing short-term receivables fell to NOK 13 million in the second quarter, from NOK 57 million as per end of the first quarter and 262 million at year-end 2015.
Aker's Cash increased to NOK 3.4 billion in the second quarter, from NOK 2.2 billion in the prior quarter. The increase was primarily due to the divestment of real estate for NOK 952 million, received dividends
of NOK 461 million, the above-mentioned cash release related to the AMSC TRS agreement of NOK 274 million, and a debt repayment from Aker BioMarine of NOK 124 million. This was offset by NOK 719 million in dividend payments to Aker's shareholders (after deduction of withholding tax), and NOK 136 million in paid interest and operating expenses.
Equity stood at NOK 12.5 billion at the end of the second quarter, compared to NOK 11.7 billion as per 31 March 2016 and NOK 11.8 billion as per 31 December 2015. The increase in the second quarter is mainly due to Aker posting a profit before tax of NOK 742 million in the quarter.
Non interest-bearing debt fell by NOK 671 million to NOK 477 million at the end of the second quarter, mainly explained by the payment of dividend.
Interest-bearing debt, external remained stable at NOK 6.4 billion in the second quarter.
Aker ASA and holding companies Combined income statement
| Year | ||||||
|---|---|---|---|---|---|---|
| Amounts in NOK million | 2Q 15 | 1Q 16 | 2Q 16 | 1H 15 | 1H 16 | 2015 |
| Sales gain | - | 188 | 90 | - | 278 | - |
| Operating expenses | (52) | (60) | (48) | (103) | (108) | (219) |
| EBITDA1) | (52) | 129 | 42 | (103) | 171 | (219) |
| Depreciation and amortisation | (4) | (5) | (21) | (8) | (26) | (31) |
| Value change | 264 | (314) | 326 | 649 | 11 | 153 |
| Net other financial items | 273 | 108 | 395 | 220 | 503 | 708 |
| Profit/(loss) before tax | 481 | (83) | 742 | 758 | 659 | 611 |
1) EBITDA = Earnings before interest, tax, depreciation and amortisation.
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 and 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 from sales of shares are classified as operating revenues in the combined profit and loss statement of the accounts. Gains and losses are only recognised to the extent assets are sold to third parties. Aker's accounting principles are presented in the company's 2015 annual report.
The income statement for Aker ASA and holding companies shows a profit before tax of NOK 742 million for the second quarter 2016, compared to a loss before tax of NOK 83 million in the prior quarter. The NOK 659 million in profit before tax for the first half of 2016 compares to a NOK 758 million profit in the first half of 2015. As in previous periods, the income statement is mainly affected by value changes in share investments and dividends received.
The sales gain in the second quarter of NOK 90 million came from the sale of real estate assets in the quarter.
Operating expenses in the second quarter were NOK 48 million compared to NOK 60 million in the prior quarter. This compares to NOK 103 million in expenses in the first half of 2015.
Value change in the second quarter was positive NOK 326 million, mainly reflecting the value increase of Aker's direct and indirect holdings in Aker Solutions. The positive value change in the quarter compares to a negative value change of NOK 314 million in the prior quarter. Aker had a positive value change of NOK 649 million in the first half of 2015.
Net other financial items in the second quarter 2016 amounted to NOK 395 million, compared to NOK 108 million in the prior quarter. The increase is primarily due to more dividends received in the period. Net other financial items for the first half of 2015 stood at NOK 220 million.
The Aker Share
The company's share price increased to NOK 213.00 at the end of the second quarter 2016 from NOK 154.50 three months earlier. In addition, a NOK 10 dividend was paid out. The company had a market capitalisation of NOK 15.8 billion as per 30 June 2016.
As per 30 June 2016, the total number of shares in Aker amounted to 74 321 862, equal to the number of outstanding shares.
Group consolidated accounts
The Aker Group's consolidated accounts are presented from page 12 onwards. Detailed information on revenues and pre-tax profit for each of Aker's operating segments is included in note 8 on page 17 of this report.
Risks
Aker ASA and each portfolio 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 longstanding 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 closely monitoring the consolidated risk picture. The identified risks and how they are managed are reported to the Aker Board on a regular basis. Aker continuously works to improve its risk management process.
The main risks that Aker ASA and holding companies 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, as well as currency fluctuations, 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, i.e. political decisions on petroleum taxes and environmental regulations.
Since 2014, crude oil prices have declined significantly, resulting in increased uncertainty in the oil and gas sector. Lower oil prices have impacted revenues and the challenging environment for offshore oil services may adversely affect some of our portfolio companies' counterparties. Counterparty risk is being closely monitored.
Aker's risk management, risks and uncertainties are described in the Annual Report for 2015. Aside from changes in current macroeconomic conditions, commodity prices, currency rates and related risks, no other significant changes have occurred subsequent to the publishing of the Annual Report for 2015.
Outlook
Investments in listed shares comprised 78 per cent of the company's assets as per 30 June 2016. About 49 per cent of Aker's asset value was associated with the oil and gas sector. Maritime assets represented 20 per cent, seafood and marine biotechnology 13 per cent, cash and liquid fund investments 12 per cent, real estate development 1.0 per cent, while other assets amounted to 5.0 per cent. Aker's NAV will thus be influenced by fluctuations in commodity prices, exchange rates and developments on the Oslo Stock Exchange.
The cutbacks in E&P spending, driven by oil and gas companies' focus on free cash flow amid lower crude prices, have put the oil service industry under pressure. Aker expects overall activity levels to remain subdued and pressure on prices to remain significant through 2016 as E&P companies take a cautious approach to new investments until oil prices demonstrate a sustained recovery. Aker's portfolio companies in the oil and gas sector will therefore continue to reduce their cost base and adjust capacity in line with activity, while at the same time strengthening their competitiveness through increased productivity, efficiency and standardisation, and improved technology offerings. Cost-cutting measures across the industry have brought down project break-even costs, which may result in more projects being sanctioned in the medium term. Aker remains positive about the longer-term outlook for oil and gas and therefore sees continued opportunities in the sector.
The market for whitefish is still favourable: the North Atlantic cod quotas set for 2016 are stable year-on-year and are expected to be lowered in 2017, cod prices are maintaining an upward trend, and demand remains firm. In the krill segment, demand in the animal feed ingredient segment continues to develop favourably.
Aker's strong balance sheet puts the company in a good position to face unforeseen operational challenges and short-term market fluctuations. As an industrial investment company, Aker will use its resources and competence to promote and support the development of the companies in its portfolio, and to consider new investment opportunities.
Fornebu, 18 July 2016 Board of Directors and President and CEO
Financial calendar 2016
7 November Presentation of 3Q 2016
For more information:
Marianne Stigset
Head of Investor Relations Tel: +47 24 13 00 66 E-mail: [email protected]
Atle Kigen Head of Corporate Communication Tel: +47 24 13 00 08 E-mail: [email protected]
Address:
Oksenøyveien 10, NO-1366 Lysaker, 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 CEST on 19 July 2016. The report and additional information is available on www.akerasa.com
Alternative Performance Measures
Aker ASA refers to alternative performance measures with regards to Aker ASA and holding companies' financial results and those of its portfolio companies, as a supplement to the financial statements prepared in accordance with IFRS. Such performance measures are frequently used by securities analysts, investors and other interested parties, and they are meant to provide an enhanced insight into operations, financing and future prospects of the group. The definitions of these measures are as follows:
- n EBITDA is operating profit before depreciation, amortisation, impairment charges and non-recurring items.
- n EBITDA margin is EBITDA divided by revenue.
- n EBITDAX is operating profit before depreciation, amortisation, impairment charges, non-recurring items and exploration expenses.
- n Equity ratio is total equity divided by total assets.
- n Gross asset value is the sum of all assets, determined by applying the market value of exchange-listed shares, while book value is used for other assets.
- n Net Asset Value ("NAV") is gross asset value less liabilities.
- n NAV per share is NAV divided by the total number of outstanding Aker ASA shares.
- n Net interest-bearing receivable/debt is cash, cash equivalents and interest-bearing receivables (current and non-current), minus interest-bearing debt (current and non-current).
- n Order intake includes new signed contracts in the period, in addition to expansion of existing contracts. The estimated value of potential options and change orders is not included.
- n Order backlog represents the estimated value of remaining work on signed contracts.
- n Value-adjusted equity ratio is NAV divided by gross asset value.
Aker Group
Condensed consolidated financial statements for the first half 2016
Consolidated income statement
| 2Q | 2Q | January-June | Year | ||||
|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | |||
| Amounts in NOK million | Note | Restated* | Restated* | Restated* | |||
| Operating revenues | 8 | 11 674 | 14 784 | 23 038 | 31 066 | 60 235 | |
| Operating expenses | (10 357) | (13 509) | (20 611) | (28 483) | (54 786) | ||
| Operating profit before depreciation and amortization | 1 317 | 1 274 | 2 427 | 2 583 | 5 449 | ||
| Depreciation and amortisation | 9 | (679) | (664) | (1 383) | (1 316) | (2 756) | |
| Impairment changes | 9 | (100) | (15) | (133) | (100) | (1 756) | |
| Operating profit | 538 | 595 | 912 | 1 167 | 938 | ||
| Net financial items | (180) | (241) | (594) | (461) | (1 060) | ||
| Share of earnings in equity accounted companies | (58) | (11) | (69) | (38) | (337) | ||
| Profit before tax | 8 | 300 | 343 | 249 | 667 | (459) | |
| Income tax expense | (120) | (97) | (125) | (179) | (190) | ||
| Net profit/loss from continuing operations | 180 | 246 | 124 | 488 | (649) | ||
| Discontinued operations: | |||||||
| Profit and gain on sale from discontinued operations, net of tax | 10 | (75) | (30) | 415 | 33 | (3 172) | |
| Profit for the period | 105 | 216 | 539 | 522 | (3 821) | ||
| Equity holders of the parent | 332 | 137 | 512 | 282 | (1 823) | ||
| Minority interests | (227) | 79 | 27 | 240 | (1 998) | ||
| Average number of shares outstanding (million) | 6 | 74,2 | 73,0 | 74,2 | 72,7 | 73,5 | |
| Basic earnings and diluted earnings per share continuing business (NOK) | 4,58 | 1,78 | 3,94 | 3,20 | (5,35) | ||
| Basic earnings and diluted earnings per share (NOK) | 4,47 | 1,88 | 6,90 | 3,88 | (24,81) |
*) See Note 10
Consolidated statement of comprehensive income
| 2Q | 2Q | January-June | Year | ||
|---|---|---|---|---|---|
| Amounts in NOK million | 2016 | 2015 | 2016 | 2015 | 2015 |
| Profit for the period | 105 | 216 | 539 | 522 | (3 821) |
| Other comprehensive income, net of income tax: | |||||
| Items that will not be reclassified to income statement: | |||||
| Defined benefit plan actuarial gains (losses) | 1 | - | - | - | 84 |
| Other changes | - | 8 | 14 | 8 | - |
| Items that will not be reclassified to income statement | 1 | 8 | 14 | 8 | 84 |
| Items that may be reclassified subsequently to income statement: | |||||
| Changes in fair value of financial assets | (47) | 115 | (38) | 48 | (74) |
| Changes in fair value cash flow hedges | (139) | 48 | (26) | (578) | (1 444) |
| Reclassified to profit or loss: changes in fair value of available-for-sale financial assets, translation and cash flow hedges |
43 | 182 | (244) | 191 | 1 023 |
| Currency translation differences | (13) | (217) | (1 248) | 1 188 | 3 542 |
| Change in other comprehensive income from associated companies | 6 | (12) | (41) | (6) | 107 |
| Items that may be reclassified subsequently to income statement | (151) | 117 | (1 597) | 843 | 3 155 |
| Other comprehensive income, net of income tax | (150) | 125 | (1 583) | 851 | 3 240 |
| Total comprehensive income for the period | (45) | 341 | (1 044) | 1 373 | (581) |
| Attributable to: | |||||
| Equity holders of the parent | 286 | 154 | (231) | 819 | (177) |
| Minority interests | (331) | 187 | (813) | 554 | (405) |
| Total comprehensive income for the period | (45) | 341 | (1 044) | 1 373 | (581) |
Consolidated balance sheet
| At 30.06 | At 30.06 | At 31.12 | ||
|---|---|---|---|---|
| Amounts in NOK million | Note | 2016 | 2015 | 2015 |
| Assets | ||||
| Non-current assets | ||||
| Property, plant & equipment | 9 | 24 641 | 51 214 | 53 864 |
| Intangible assets | 9 | 10 613 | 31 574 | 29 878 |
| Deferred tax assets | 1 626 | 868 | 1 248 | |
| Investments in equity accounted companies | 939 | 1 369 | 1 377 | |
| Other shares | 945 | 1 206 | 1 107 | |
| Interest-bearing long-term receivables | 5 446 | 2 488 | 4 114 | |
| Other non-current assets | 667 | 302 | 1 161 | |
| Total non-current assets | 44 876 | 89 021 | 92 749 | |
| Current assets | ||||
| Inventory, trade and other receivables | 21 068 | 31 327 | 28 933 | |
| Calculated tax receivable | 140 | 336 | 1 242 | |
| Interest-bearing short-term receivables | 233 | 493 | 523 | |
| Cash and bank deposits | 10 409 | 9 853 | 10 388 | |
| Total current assets | 31 850 | 42 009 | 41 087 | |
| Assets classified as held for sale | 53 102 | 565 | 633 | |
| Total assets | 129 828 | 131 595 | 134 468 | |
| Equity and liabilities | ||||
| Paid in capital | 2 331 | 2 331 | 2 327 | |
| Retained earnings and other reserves | 4 822 | 6 667 | 5 630 | |
| Total equity attributable to equity holders of the parent | 6 | 7 154 | 8 998 | 7 957 |
| Minority interest | 20 414 | 22 648 | 21 462 | |
| Total equity | 27 568 | 31 647 | 29 419 | |
| Non-current liabilities Interest-bearing loans |
7 | 24 766 | 46 141 | 44 813 |
| Deferred tax liabilities | 187 | 12 834 | 13 625 | |
| Provisions and other long-term liabilities | 3 078 | 6 288 | 7 409 | |
| Total non-current liabilities | 28 031 | 65 263 | 65 847 | |
| Current liabilities | ||||
| Short-term interest-bearing debt | 7 | 5 000 | 3 886 | 6 882 |
| Tax payable, trade and other payables | 22 198 | 30 763 | 32 272 | |
| Total current liabilities | 27 197 | 34 649 | 39 154 | |
| Total liabilities | 55 228 | 99 912 | 105 001 | |
| Liabilities classified as held for sale | 47 032 | 36 | 49 | |
| Total equity and liabilities | 129 828 | 131 595 | 134 468 |
Consolidated cash flow statement 2Q 2Q January-June Year
| 2016 | 2015 | 2016 | 2015 | 2015 | ||
|---|---|---|---|---|---|---|
| Amounts in NOK million | Note | Restated* | Restated* | Restated* | ||
| Profit before tax | 300 | 343 | 249 | 667 | (459) | |
| Depreciation and amortisation | 679 | 664 | 1 383 | 1 316 | 2 756 | |
| Other items and changes in other operating assets and liabilities | 942 | (1 083) | 2 183 | (1 294) | 6 776 | |
| Net cash flow from operating activities | 1 921 | (76) | 3 814 | 689 | 9 072 | |
| Proceeds from sales of property, plant and equipment | 9 | 181 | 142 | 204 | 503 | 764 |
| Proceeds from sale of shares and other equity investments | 439 | 1 | 444 | 57 | 91 | |
| Disposals of subsidiary, net of cash disposed | 275 | - | 521 | - | 836 | |
| Acquisition of subsidiary, net of cash acquired | (105) | - | (118) | (42) | (1 251) | |
| Acquisition of property, plant and equipment | 9 | (3 608) | (2 984) | (6 493) | (6 635) | (12 367) |
| Acquisition of equity investments in other companies | (121) | - | (121) | - | (472) | |
| Acquisition of vessels accounted for as finance lease | (394) | (516) | (864) | (516) | (1 030) | |
| Net cash flow from other investments | (120) | (56) | (284) | 119 | (851) | |
| Net cash flow from investing activities | (3 454) | (3 413) | (6 711) | (6 513) | (14 279) | |
| Proceeds from issuance of interest-bearing debt | 7 | 2 702 | 6 471 | 9 786 | 9 780 | 12 315 |
| Repayment of interest-bearing debt | 7 | (486) | (4 746) | (4 774) | (5 390) | (8 599) |
| New equity | 5 | - | 5 | 16 | 16 | |
| Own shares | (4) | (15) | (16) | (13) | (32) | |
| Dividends paid | (973) | (870) | (1 039) | (937) | (1 081) | |
| Net cash flow from financing activities | 1 245 | 841 | 3 962 | 3 456 | 2 620 | |
| Net change in cash and cash equivalents | (288) | (2 649) | 1 065 | (2 368) | (2 587) | |
| Effects of changes in exchange rates on cash | 47 | (132) | (297) | 221 | 975 | |
| Cash and cash equivalents at the beginning of the period | 11 397 | 12 634 | 10 388 | 12 000 | 12 000 | |
| Cash and cash equivalents at end of period | 11 156 | 9 853 | 11 156 | 9 853 | 10 388 | |
| Classified as assets held for sale | (747) | - | (747) | - | - | |
| Cash and cash equivalents at end of period exclusive held for sale | 10 409 | 9 853 | 10 409 | 9 853 | 10 388 | |
*) See Note 10
Consolidated statement of changes in equity
| Amounts in NOK million | Total paid-in capital |
Total translation and other reserves |
Retained earnings |
Total equity of equity holders of the parent |
Minority | interests Total equity |
|---|---|---|---|---|---|---|
| Balance at 31 December 2014 | 2 026 | 1 790 | 4 908 | 8 723 | 22 669 | 31 392 |
| Correction previous years | - | - | (135) | (135) | (50) | (184) |
| Balance at 1 January 2015 | 2 026 | 1 790 | 4 773 | 8 589 | 22 619 | 31 207 |
| Profit for the year 2015 | - | - | (1 823) | (1 823) | (1 998) | (3 821) |
| Other comprehensive income | - | 1 613 | 33 | 1 647 | 1 593 | 3 240 |
| Total comprehensive income | - | 1 613 | (1 790) | (177) | (405) | (581) |
| Dividends | - | - | (723) | (723) | (662) | (1 385) |
| Own shares | (4) | - | (18) | (22) | - | (22) |
| Share-based payment transactions | - | - | 5 | 5 | - | 5 |
| Dividend issue | 305 | - | - | 305 | - | 305 |
| Total contributions and distributions | 301 | - | (737) | (436) | (662) | (1 098) |
| Acquisition and sale of minority | - | - | (9) | (9) | (106) | (116) |
| Issuance of shares in subsidiary | - | - | - | - | 16 | 16 |
| Total changes in ownership without a change of control | - | - | (9) | (9) | (90) | (100) |
| Transaction cost share issue in associated company | - | - | (10) | (10) | - | (10) |
| Balance at 31 December 2015 | 2 327 | 3 403 | 2 227 | 7 957 | 21 462 | 29 419 |
| Profit for the period Jan - June 2016 | - | - | 512 | 512 | 27 | 539 |
| Other comprehensive income | - | (743) | - | (743) | (840) | (1 583) |
| Total comprehensive income | - | (743) | 512 | (231) | (813) | (1 044) |
| Dividends | - | - | (742) | (742) | (321) | (1 062) |
| Own shares | 1 | - | (5) | (4) | - | (4) |
| Share-based payment transactions | 4 | - | 19 | 22 | - | 22 |
| Total contributions and distributions | 4 | - | (728) | (724) | (321) | (1 044) |
| Acquisition and sale of minority | - | - | 151 | 151 | 81 | 233 |
| Issuance of shares in subsidiary | - | - | - | - | 5 | 5 |
| Total changes in ownership without change of control | - | - | 151 | 151 | 86 | 238 |
| Balance at 30 June 2016 | 2 331 | 2 660 | 2 162 | 7 154 | 20 414 | 27 568 |
| Balance at 31 December 2014 | 2 026 | 1 790 | 4 908 | 8 723 | 22 669 | 31 392 |
| Correction previous years | - | - | (135) | (135) | (50) | (184) |
| Balance at 1 January 2015 | 2 026 | 1 790 | 4 773 | 8 589 | 22 619 | 31 207 |
| Profit for the period Jan - June 2015 | - | - | 282 | 282 | 240 | 522 |
| Other comprehensive income | - | 529 | 8 | 538 | 314 | 851 |
| Total comprehensive income | - | 529 | 290 | 819 | 554 | 1 373 |
| Dividends | - | - | (723) | (723) | (518) | (1 242) |
| Own shares | - | - | 1 | 1 | - | 1 |
| Share-based payment transactions | - | - | 3 | 3 | - | 3 |
| Dividend issue | 305 | - | 305 | - | 305 | |
| Total contributions and distributions | 305 | - | - (719) |
(414) | (518) | (932) |
| Acquisition and sale of minority | - | - | 5 | 5 | (22) | (17) |
| Issuing shares in subsidiary | - | - | - | 16 | 16 | |
| Total changes in ownership without change of control | - | - | - 5 |
5 | (6) | (1) |
Balance at 30 June 2015 2 331 2 319 4 348 8 998 22 648 31 647
Notes to the Aker condensed consolidated financial statements for the first half 2016
1. Introduction – Aker ASA
Aker ASA is a company domiciled in Norway. The condensed consolidated interim financial statements for the first half of 2016, ended 30 June 2016, comprise Aker ASA and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and jointly-controlled entities.
The consolidated financial statements of the Group as at and for the year ended 31 December 2015 and quarterly reports are available at www.akerasa.com.
On 10 June 2016, Det norske oljeselskap ASA announced the agreement with BP Plc to merge with BP Norge AS through a share purchase agreement. The company will be renamed Aker BP ASA and will be jointly owned by Aker (40 per cent), BP (30 per cent) and other Det norske shareholders (30 per cent). Although the transaction is pending regulatory approval, Aker accounts for its investment in Det norske as discontinued operations from the date of announcement of the transaction. See note 10 for more information.
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 additional requirements in the Norwegian 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 2015.
These condensed consolidated interim financial statements were approved by the Board of Directors on 18 July 2016.
A number of standards, amendments to standards and interpretations are not yet effective for the period ended 30 June 2016, and have not been applied in preparing these consolidated financial statements:
- IFRS 15 Revenue from contracts with customers is effective from 1 January 2018. The progress-based measurement of revenue over time is still expected to be the main method for the construction and service contracts in Aker. Tender cost will no longer be capitalised; however, this impact is not expected to be material. The current assessment is that the new standard for revenue recognition will not significantly change how the group recognises revenue.
-
The implementation of IFRS 9 Financial Instruments is mandatory from 1 January 2018. The percentage of qualifying hedges is expected to increase under IFRS 9. This is expected to result in less foreign currency effects reported under financial items. The current assessment is that the new standard for financial instruments will not significantly change the reported figures of the group.
-
IFRS 16 Leasing is effective from 2019. The new standard for leasing will significantly change how the group accounts for its lease contracts for land, buildings and other assets currently accounted for as operating leases. Under IFRS 16, an onbalance sheet model that is similar to current financial leases accounting will be applied to all lease contracts, only leases for small items such as PC's and office equipment will be exempt. As a result, assets and liabilities will increase with a value close to the net present value of future lease payments and EBITDA will increase as the lease payments will be presented as depreciation and finance cost.
3. Significant accounting principles
The accounting policies applied by the group in these condensed consolidated interim financial statements are the same as those applied by the group in its consolidated financial statements as at and for the year ended 31 December 2015. The group's accounting principles are described in the Aker ASA annual financial statements for 2015.
4. 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 estimate uncertainty, are the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2015.
5. 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 recognised in each interim period based on the best estimate of the expected annual income tax rates.
6. Share capital and equity
As of 30 June 2016 Aker ASA had issued 74 321 862 ordinary shares at a par value of NOK 28 per share. Total own shares were zero. Average outstanding number of shares is used in the calculation of earnings per share in all periods in 2015 and 2016.
At year-end 2015, the board of directors suggested a dividend of NOK 10.00 per share for 2015, a total of 742 million. The dividend distribution was approved at the Annual General Meeting in April 2016.
7. Interest-bearing debt
Material changes in interest-bearing debt (short-term and long-term) during 2016:
| Changes 2Q | |||
|---|---|---|---|
| Amounts in NOK million | 1Q 2016 | 2016 | At 2Q 2016 |
| Balance at 1 January 2016 | 51 695 | - | 51 695 |
| Drawn Reserve Based Lending Facility in Det norske | 865 | 932 | 1 797 |
| Drawn bank facility in Ocean Yield | 1 248 | 1 156 | 2 404 |
| Drawn bank facility in Aker Maritime Finance | 600 | - | 600 |
| Drawn bank facility in Akastor | 3 883 | 159 | 4 042 |
| Establishment fee, other new loans and changes in credit facilities | 488 | 455 | 943 |
| Total funds from issuance of long-term and short-term debt | 7 084 | 2 702 | 9 786 |
| Repayment of bank facility in Akastor | (3 726) | (45) | (3 771) |
| Other repayments | (562) | (441) | (1 003) |
| Total repayments of long-term and short-term debt | (4 288) | (486) | (4 774) |
| Exchange rates differences and other changes | (1 926) | 172 | (1 754) |
| Balance at end of period | 52 565 | 2 389 | 54 953 |
| Classified as liabilities held for sale | - | (25 187) | (25 187) |
| Balance at end of period adjusted for liabilities held for sale | 52 565 | (22 799) | 29 766 |
| Balance at end of period is allocated on short-term and long-term items as follows: | |||
| Long-term loan | 49 540 | (24 774) | 24 766 |
| Balance at end of period adjusted for liabilities held for sale | 52 565 | (22 799) | 29 766 |
|---|---|---|---|
| Short-term debt | 3 025 | 1 975 | 5 000 |
| Long-term loan | 49 540 | (24 774) | 24 766 |
8. 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 | 2Q | 2Q | January-June | Year | ||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | ||
| Amounts in NOK million | Restated* | Restated* | Restated* | |||
| Industrial holdings | ||||||
| Aker Solutions | 6 969 | 8 048 | 13 432 | 16 548 | 31 896 | |
| Akastor | 2 782 | 3 638 | 5 325 | 8 034 | 15 654 | |
| Ocean Yield | 579 | 490 | 1 151 | 975 | 2 070 | |
| Aker BioMarine | 227 | 205 | 445 | 370 | 848 | |
| Kvaerner | 1 859 | 3 125 | 4 087 | 6 650 | 12 084 | |
| Eliminations | (958) | (1 552) | (1 913) | (3 299) | (5 827) | |
| Total industrial holdings | 11 458 | 13 954 | 22 528 | 29 278 | 56 725 | |
| Financial investments and eliminations | 215 | 829 | 511 | 1 788 | 3 510 | |
| Aker group | 11 674 | 14 784 | 23 038 | 31 066 | 60 235 | |
| Profit before tax | 2Q | 2Q | January-June | Year | ||
| 2016 | 2015 | 2016 | 2015 | 2015 | ||
| Amounts in NOK million | Restated* | Restated* | Restated* | |||
| Industrial holdings | ||||||
| Aker Solutions | 198 | 310 | 457 | 648 | 685 | |
| Akastor | (667) | (247) | (1 090) | (422) | (1 997) | |
| Ocean Yield | 245 | 200 | 433 | 419 | 649 | |
| Aker BioMarine | 46 | 9 | 42 | 37 | 7 | |
| Kvaerner | 28 | 88 | 54 | 165 | 579 | |
| Eliminations | 23 | 11 | 52 | 7 | 57 | |
| Total industrial holdings | (126) | 371 | (52) | 854 | (21) | |
| Financial investments and eliminations | 427 | (28) | 301 | (186) | (439) | |
| Aker group | 300 | 343 | 249 | 667 | (459) |
*) See Note 10
9. Property, plant and equipment and intangible assets
Material changes in property, plant and equipment and intangible assets during 2016:
| Amounts in NOK million | Property, plant and equipment |
Intangible assets |
Total |
|---|---|---|---|
| Balance at 1 January 2016 | 53 864 | 29 878 | 83 742 |
| Other proceeds from sales of property plant and equipment | (204) | - | (204) |
| Total proceeds | (204) | - | (204) |
| Acquisition of property, plant and equipment in Det norske | 4 297 | - | 4 297 |
| Acquisition of exploration expenses and other intangibles in Det norske |
- | 551 | 551 |
| Other acquisitions | 1 349 | 184 | 1 532 |
| Acquisition of property, plant and intangible assets 1) | 5 646 | 735 | 6 381 |
| Acquisition and sale of subsidiaries | (675) | - | (675) |
| Depreciation and amortisation 2) | (2 887) | (547) | (3 434) |
| Impairment 3) | 43 | (330) | (288) |
| Expensed capitalised wells | - | (291) | (291) |
| Exchange rates differences and other changes | (2 005) | (1 119) | (3 124) |
| Balance at end of period | 53 782 | 28 326 | 82 108 |
| Classified as assets held for sale | (29 141) | (17 713) | (46 854) |
| Balance at end of period adjusted for assets held for sale | 24 641 | 10 613 | 35 254 |
| 1) Including capitalised interest, sellers's credit, license swaps effects in Det norske, removal and decommissioning costs in Det norske and other accruals |
(112) | - | (112) |
| 2) Depreciation and amortisation: | |||
| Continued operations | (1 201) | (182) | (1 383) |
| Discontinued operations | (1 686) | (365) | (2 051) |
| Total | (2 887) | (547) | (3 434) |
| 3) Impairment: | |||
| Continued operations | (41) | (92) | (133) |
| Discontinued operations | 83 | (238) | (155) |
| Total | 43 | (330) | (288) |
10. Discontinued operations
Det norske oljeselskap
On 10 June 2016, Det norske oljeselskap ASA ("Det norske") announced the agreement with BP Plc ("BP") to merge with BP Norge AS ("BP Norway") through a share purchase agreement. The company will be renamed Aker BP ASA ("Aker BP"), with Aker Capital AS ("Aker") and BP as main industrial shareholders.
Aker BP will be jointly owned by Aker (40 per cent), BP (30 per cent) and other Det norske shareholders (30 per cent). As part of the transaction, Det norske will issue 135.1 million shares based on NOK 80 per share to BP as compensation for all shares in BP Norway. In parallel, Aker will acquire 33.8 million of these shares from BP at the same price to achieve the agreed-upon ownership structure. The transaction is subject to approval by the relevant Norwegian and European Union authorities. An extraordinary general meeting of Det norske will be scheduled to approve the transaction.
The transaction will reduce Aker's ownership in Det norske from 49.99 per cent to 40 per cent. Aker has therefore reassessed its ownership in Det norske in relation to the control criteria's under IFRS 10. The main assessment has been Aker's ability, given the new ownership structure, to control the outcome of a vote on the company's general meeting. The assessment includes evaluations of both Aker's absolute and relative ownership interests, as well as the historic attendance by the minority shareholders at recent general meetings of both Det norske and comparable companies. The conclusion reached is that Aker will no longer have control with Aker BP subsequent to the transaction. At closing, Aker will therefore deconsolidate its investment in Det norske, and account for its continuing involvement in Aker BP as an associate.
Closing is expected to take place during the third quarter 2016. Aker has classified its investment in Det norske as a disposal group held-for-sale and discontinued operations as of June 30, 2016. The comparative condensed consolidated statement of profit and loss has been restated to show the discontinued operations separately from continuing operations.
Havfisk and Norway Seafoods
On 2 June 2016, it was announced that Aker Capital AS and Aker Capital II AS ("Aker") have entered into an agreement with Lerøy Seafood Group ASA for the sale of all its shares in Havfisk ASA ("Havfisk") and Norway Seafoods Group AS ("Norway Seafoods"). Completion of the transaction is conditional upon approval of the Norwegian Ministry of Trade, Industry and Fisheries, and the relevant competition authorities.
Closing of the transaction is expected during second half of 2016. Aker has classified its investments in Havfisk and Norway Seafoods as disposal groups held-for-sale and discontinued operations as of June 30, 2016. The comparative condensed consolidated statement of profit and loss has been restated to show the discontinued operations separately from continuing operations.
Managed Pressure Operations (MPO) in Akastor
In June 2016, MHWirth committed to a plan to sell Managed Pressure Operations (MPO), following the decision of evaluating strategic alternatives for this operation. MPO is classified as a disposal group held-for-sale and discontinued operation as of June 30, 2016. The comparative condensed consolidated income statement has been restated to show the discontinued operation separately from continuing operations.
Results from discontinued operations
| January-June 2016 | Year 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK million | Det norske |
Havfisk | Norway Seafoods |
Other and elim |
Total | Det norske |
Havfisk | Norway Seafoods |
Other and elim |
Total |
| Operating revenues | 3 892 | 656 | 1 168 | 2 | 5 719 | 9 852 | 1 131 | 1 979 | 207 | 13 170 |
| Operating expenses | (3 461) | (491) | (1 173) | (246) | (5 371) | (9 519) | (850) | (1 999) | (1 037) | (13 405) |
| Financial items | (180) | (25) | (16) | 5 | (216) | (1 250) | (51) | (7) | 7 | (1 301) |
| Profit before tax | 251 | 141 | (21) | (239) | 132 | (916) | 230 | (26) | (824) | (1 536) |
| Tax expense | 75 | (35) | - | 13 | 53 | (1 605) | (55) | (12) | 4 | (1 668) |
| Net profit from discontinued operations | 326 | 105 | (21) | (226) | 184 | (2 521) | 175 | (38) | (820) | (3 204) |
| Classified as discont. operation previous years: | ||||||||||
| Kvaerner | 230 | 56 | ||||||||
| Akastor | - | (23) | ||||||||
| Total profit from discontinued operations | 415 | (3 172) |
Earnings per share of discontinued operations
| Jan-June | Year | |
|---|---|---|
| Amounts in NOK | 2016 | 2015 |
| Basic earnings per share from discontinued operations | 2,95 | (19,46) |
| Diluted earnings per share from discontinued operations | 2,95 | (19,46) |
Cash flow from discontinued operations
| January-June 2016 | Year 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Det | Norway | Other and | Det | Norway | Other and | |||||
| Amounts in NOK million | norske | Havfisk | Seafoods | elim | Total | norske | Havfisk | Seafoods | elim | Total |
| Net cash flow from operating activities | 2 731 | 135 | (2) | (104) | 2 760 | 5 533 | 278 | (24) | (338) | 5 449 |
| Net cash flow from investing activities | (4 703) | (31) | (3) | (3) | (4 740) | (9 421) | (50) | (10) | (24) | (9 505) |
| Net cash flow discontinued operations | (1 972) | 104 | (5) | (107) | (1 980) | (3 888) | 228 | (34) | (362) | (4 056) |
11. Transactions with related parties
In February 2016 Aker announced an agreement to sell its ownership stake in Fornebu Gateway and its industrial real estate assets to Kjell Inge Røkke and his company The Resource Group TRG. On 22 April 2016 Aker's Annual General Meeting approved the agreements. The closing took place on May 9 th .
See also note 35 in the group annual accounts for 2015.
12. Events after the balance sheet date
No material events have occurred after the balance sheet date.
Directors' responsibility statement
Today, the Board of Directors and the company's chief executive officer reviewed and approved the unaudited condensed interim consolidated financial statements and interim financial report as of 30 June 2016 and the first six months of 2016.
The interim consolidated financial statement has been prepared and presented in accordance with IAS 34 Interim Financial Reporting as endorsed by the EU, and the additional requirements found in the Norwegian Securities Trading Act.
To the best of our knowledge:
- The interim consolidated financial statement for the first six months of 2016 has been prepared in accordance with applicable accounting standards.
- The information disclosed in the accounts provides a true and fair portrayal of the Group's assets, liabilities, financial position, and profit as of 30 June 2016. The interim management report for the first six months of 2016 also includes a fair overview of key events during the reporting period and their effect on the financial statement for the first half-year of 2016. It also provides a true and fair description of the most important risks and uncertainties facing the business in the upcoming reporting period.
Fornebu, 18 July 2016 Aker ASA
Kjell Inge Røkke Chairman
Finn Berg Jacobsen Deputy Chairman
Karen Simon Director
Inger Elise Karlsen Director
Anne Marie Cannon Director
Kristin Krohn Devold Director
Arnfinn Stensø Director
Øyvind Eriksen President and CEO Kristian Monsen Røkke Director
Atle Tranøy Director
Amram Hadida Director