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Bonheur ASA — Earnings Release 2018
Feb 12, 2019
3560_rns_2019-02-12_7c60bc4d-60e7-4491-ac5a-4f292f1d5b63.pdf
Earnings Release
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Report for the fourth quarter 2018 and preliminary year end accounts
Financial and operating highlights 4Q 2018 (4Q 2017 in brackets):
- Operating revenues were NOK 1 854 million (NOK 1 660 million)
- EBITDA (operating result before depreciation, impairment, result from associates, finance and tax) was NOK 470 million (NOK 399 million)
- Depreciation was NOK 267 million (NOK 221 million)
- EBIT (operating result) was NOK 202 million (NOK 163 million)
- Deconsolidation of Dolphin Drilling ASA, segment Offshore drilling derecognized, Re-presentation of the income statement
- Net result after tax from continuing operations was NOK 68 million (NOK 30 million)
Post quarter event:
• Dividend proposal NOK 4.00 per share
Renewable energy
- o EBITDA NOK 433 mill. (NOK 336 mill.)
- o Total generation up 7%
- o Like-for-like generation down 5.5%
- o Increasing electricity prices in all markets
- o Investment decision on Högaliden wind farm in Sweden, approx. SEK 1.2 billion.
- o Verkanliden in Sweden consented and expanded, pipeline development
Shipping / Offshore wind
- o EBITDA NOK 40 mill. (NOK 32 mill.)
- o Utilization for installation vessels 79% (59%).
- o Contract pipeline to 4Q 2019 covered 52% by firm contracts
- o High activity in Global Wind Service
- o Acquisition of an indirect 51% shareholding in a company owning the Offshore Transport & Installation vessel Blue Tern (ex.Seafox 5). Total investment of USD 73.6 million
Cruise
- o EBITDA NOK 9 mill. (NOK 29 mill.)
- o Net ticket income per diems unchanged
- o Passenger days increased 6%
- o Higher share of revenues from fly cruises
- o Increase in fuel costs
Financial information
The unaudited Group accounts for 4 quarter 2018 comprise Bonheur ASA (the "Company") and its subsidiaries (together the "Group of companies") and the Group of companies' ownership in associates.
The main business segments of the Group of companies are Renewable energy, Shipping / Offshore wind, Cruise and Other investments.
| (*) | (*) | (*) | ||
|---|---|---|---|---|
| Financial key figures (million NOK) | 4Q 18 | 4Q 17 | 2018 | 2017 |
| Operating revenue | 1 854 | 1 660 | 6 787 | 6 325 |
| EBITDA | 470 | 399 | 1 484 | 1 570 |
| EBIT | 202 | 163 | 438 | 658 |
| Net result after estimated tax from continuing operations | 68 | 30 | -23 | 367 |
| Net result from discontinued operations | 181 | -509 | -2 675 | -2 144 |
| Net result | 249 | -479 | -2 698 | -1 777 |
| Hereof attributable to shareholders of the parent company | 236 | -271 | -1 381 | -864 |
| Total number of shares outstanding as per | 42 531 893 | 42 531 893 | 42 531 893 | 42 531 893 |
| Average number of shares outstanding in the period | 42 531 893 | 42 531 893 | 42 531 893 | 42 531 893 |
| Basic/diluted earnings per share | 5,5 | -6,4 | -32,5 | -20,3 |
| Gross interest bearing liabilities | 8 578 | 14 494 | 8 578 | 14 494 |
| Net interest bearing liabilities | 2 665 | 5 902 | 2 665 | 5 902 |
| Cash and cash equivalents | 5 913 | 8 593 | 5 913 | 8 593 |
| Capital expenditure | 1 766 | 341 | 1 968 | 569 |
| (*) Re-presented The investment in Dolphin Drilling ASA (DD) date the investment will be reported as a separate line item in the consolidated income statement derecognized from the Group of companies' statement of financial position. From the same date, investment in DD is assessed as a financial investment. operations. |
is deconsolidated from November 2018. From the same | For further details see note 10 | Discontinued | |
| The Group of companies' operating revenues in the quarter million). Renewable energy had operating revenues of NOK 570 million (NOK 467 Offshore wind NOK 413 million (NOK 364 million), Other investments NHST Media Group had operating revenues of NOK 331 |
Cruise NOK 527 | amounted to | NOK 1 854 million (NOK 476 million (NOK 349 |
million (NOK 1 660 million), Shipping / million). Within million). |
| EBITDA in the quarter was NOK 470 million (NOK 399 NOK 433 million (NOK 336 million), Shipping/Offshore wind Cruise achieved EBITDA of NOK 9 million (NOK 29 - 12 million (NOK 2 million), of which NHST was NOK 10 million (NOK 21 million). |
million). million). Within Other investments EBITDA was |
NOK 40 | Renewable energy achieved EBITDA of million (NOK 32 |
million), while |
| Depreciation in the quarter was NOK 267 million quarter (NOK 16 million). |
(NOK 221 | million). No impairment was recognized in the | ||
| EBIT in the quarter was NOK 202 million (NOK |
163 million). |
The investment in Dolphin Drilling ASA (DD) is deconsolidated from November 2018. From the same date the investment will be reported as a separate line item in the consolidated income statement and derecognized from the Group of companies' statement of financial position. From the same date, the investment in DD is assessed as a financial investment. For further details see note 10 Discontinued operations.
The Group of companies' operating revenues in the quarter amounted to NOK 1 854 million (NOK 1 660 million). Renewable energy had operating revenues of NOK 570 million (NOK 467 million), Shipping / Offshore wind NOK 413 million (NOK 364 million), Cruise NOK 527 million (NOK 476 million). Within Other investments NHST Media Group had operating revenues of NOK 331 million (NOK 349 million).
EBITDA in the quarter was NOK 470 million (NOK 399 million). Renewable energy achieved EBITDA of NOK 433 million (NOK 336 million), Shipping/Offshore wind NOK 40 million (NOK 32 million), while Cruise achieved EBITDA of NOK 9 million (NOK 29 million). Within Other investments EBITDA was NOK - 12 million (NOK 2 million), of which NHST was NOK 10 million (NOK 21 million).
Depreciation in the quarter was NOK 267 million (NOK 221 million). No impairment was recognized in the quarter (NOK 16 million).
Net financial items in the quarter were NOK - 94 million (NOK - 14 million). Net interest expenses were NOK 74 million (NOK 74 million) and net currency gain amounted to NOK 118 million (NOK 74 million). Net unrealized loss related to fair value adjustment of financial instruments were NOK 57 million (gain NOK 9 million), whereof the major part was related to forward fuel hedging within Cruise. In the quarter, an unrealized loss of NOK - 101 million was recognized on financial assets. Other financial expenses amounted to NOK - 6 million (NOK 14 million).
Net result in the quarter from continuing operations was NOK 68 million (NOK 30 million), while net result from discontinued operations (Dolphin Drilling) was NOK 181 million (NOK - 509 million). This includes the net result from Dolphin Drilling for a period of 1 month (NOK -128 million), net balance sheet effect from deconsolidation (NOK 260 million) and fair value of the Company's shares in DD (NOK 48 million).
Net Result in the quarter was NOK 249 million (NOK - 479 million), of which NOK 236 million (NOK - 271 million) are attributable to the shareholders of the parent company. The non-controlling interests´ share of the net result from continuing operations in the quarter was NOK 13 million (NOK - 208 million).
Revenues for the year were NOK 6 787 million (NOK 6 325 million) while EBITDA year to date was NOK 1 484 million (NOK 1 570 million). Operating result (EBIT) year to date was NOK 438 million (658 million). Net financial items were NOK - 362 million (NOK - 120 million). Net result after estimated tax from continuing operations was NOK - 23 million (NOK 367 million), while net result from discontinued operations was NOK - 2 675 million (NOK -2 144 million). For further information see note 10. Net result for the year was NOK - 2 698 (NOK - 1 777 million), of which NOK - 1 381 million (NOK - 864 million) are attributable to the shareholders of the parent company. The non-controlling interests´ share of net result from continuing operations was NOK - 1 318 million (NOK - 913 million).
Business segments
The Group of companies' results for the individual business segments are presented in Note 4. In the following, it is referred to the Group of companies' consolidated business segments are presented on a 100% basis.
For a list of company names and abbreviations used in the report, please see page 24
Renewable energy
Renewable energy consists of 100% ownership of Fred. Olsen Renewables AS (FORAS) and Fred. Olsen Green Power AS.
FORAS owns eleven wind farms in operation and has a portfolio of development projects onshore in the UK, France, Norway and Sweden as well as offshore Ireland and the United States (Lake Erie).
Nine wind farms are located in Scotland, of which six wind farms (Crystal Rig, Crystal Rig II, Rothes, Rothes II, Paul's Hill and Mid Hill) are owned by Fred. Olsen Wind Limited (FOWL), a company which is 51% indirectly owned by FORAS. The remaining 49% of FOWL is owned by the UK listed infrastructure fund The Renewables Infrastructure Group Limited (TRIG).
Following a transaction 30 April 2018, two Scottish windfarms (Crystal Rig III and Brockloch Rig Windfarm with total installed capacity of 75 MW) are owned by Fred. Olsen CBH Limited (FOCBH), a company which is 51% owned by FORAS and 49% owned by Aviva Investors Global Services Ltd. (see note 7).
Three wind farms are owned 100%, one in Scotland (Brockloch Rig I), one in Norway (Lista) and one in Sweden (Fäbodliden). FORAS has per 31 December 2018 an installed capacity of 679 MW in production, of which 433 MW is owned by FOWL and 75 MW is owned by Fred. Olsen CBH Limited. In October 2018,
FORAS commenced construction of the wind farm, Högaliden in Sweden, with planned capacity of 105MW. Estimated project completion is December 2020.
Installed capacity (MW) and achieved generation (MWh) for the quarter and the same period last year, are presented in the tables below.
| Generation (MWh) | 4Q18 | 4Q17 | 2018 | 2017 | Capacity (MW) | 2018 | 2017 |
|---|---|---|---|---|---|---|---|
| UK (Controlled 51%) | 418 381 | 385 959 1 272 698 1 156 788 | UK (Controlled 51%) | 508,1 | 432,8 | ||
| UK (Wholly owned) | 12 129 | 51 820 | 38 850 | 101 740 | UK (Wholly owned) | 21,6 | 13,8 |
| Scandinavia | 150 483 | 136 197 | 455 170 | 466 609 | Scandinavia | 149,3 | 149,3 |
| Total | 580 993 | 573 976 1 766 718 1 725 137 | Total | 679,0 | 595,9 |
| (Figures in NOK million) | 4Q 18 | 4Q 17 | 2018 | 2017 |
|---|---|---|---|---|
| Operating revenues | 570 | 467 | 1 631 | 1 295 |
| EBITDA | 433 | 336 | 1 101 | 885 |
| EBITDA margin | 76 % | 72 % | 68 % | 68 % |
| EBIT | 303 | 235 | 558 | 458 |
| EBT | 261 | 179 | 399 | 327 |
| Net result after tax | 200 | 113 | 286 | 240 |
| Capex | 132 | 105 | 142 | 265 |
| Equity *) | 1 030 | 2 259 | 1 030 | 2 259 |
| Gross interest bearing debt | 4 612 | 3 945 | 4 612 | 3 945 |
| - Cash and cash equivalents | 919 | 1 167 | 919 | 1 167 |
| = Net interest bearing debt (NIBD) | 3 693 | 2 777 | 3 693 | 2 777 |
| Capital employed (Equity + NIBD) | 4 723 | 5 036 | 4 723 | 5 036 |
| Net Cash from operating activities | 815 | 960 | 761 | 684 |
| Net Cash from investing activities | -28 | -106 | -200 | -234 |
| Net Cash from financing activities | -1 602 | -1 007 | -809 | -2 144 |
| Net change in cash and cash equivalents | -814 | -153 | -247 | -1 693 |
*) Dividend of NOK 2 100 million distributed to Bonheur ASA in 2018
Notes on 4Q 18:
Companies 100% owned contributed NOK 93 million to consolidated revenues, NOK 59 million to EBITDA and NOK 57 million to EBT.
Companies 100% owned had NOK 797 million in equity, NOK 680 million in gross interest-bearing debt, NOK 266 million in cash and cash equivalents.
Companies with less than 100% ownership includes Fred. Olsen Wind Limited (51%), Fred. Olsen CBH Limited (51%), Gismarvik Vindkraft AS (60%), FORSCA AB (60%) and Codling Holding Limited (50%) and Global Wind Power France APS (51%) (Equity method).
Operating revenues in the quarter were NOK 570 million (NOK 467 million). EBITDA was NOK 433 million (NOK 336 million). The quarter is characterized by average wind speeds and high electricity prices in all markets. New capacity in the quarter and income from recycling fund also contributed positively. Revenue
increased with 22% compared to same period last year. Generation in the quarter was 581GWh (574 GWh).
Total generation in the quarter increased 7%, while like for like generation decreased by 5.5%
For the year, operating revenues were NOK 1 631million (NOK 1 295 million). EBITDA was NOK 1 101 million (NOK 885 million). The generation increased from 1 725 GWh in 2017 to 1 767 GWh in 2018. Like-for like generation decreased 7.6%, while total generation increased 2.4%.
The global renewable energy industry is growing and the reduced costs of power generation have increased the attractiveness of new investments. Fred.Olsen Green Power AS (FOGP) is established to strengthen the ability to grow the pipeline of renewable energy projects. FOGP shall in addition explore and execute on opportunities for entries into new wind markets and other areas of renewable energy. In the 4 quarter 2018, the activities included extension of development portfolios in Scotland, Norway and Sweden and consent and expansion of the Verkanliden wind farm in Sweden.
Shipping / Offshore wind
Shipping/Offshore wind consists of 100% ownership of Fred. Olsen Ocean Ltd with subsidiaries (FOO).
The segment includes Fred. Olsen Windcarrier AS (FOWIC), which through subsidiaries is providing Transport & Installation services, as well as Operation & Maintenance services for the offshore wind industry and Universal Foundation Norway AS, offering offshore wind turbine foundations. Both companies are 100% owned by Fred. Olsen Ocean Ltd. Fred. Olsen Windcarrier AS owns 100% of two jack-up transport & installation vessels and a fleet of crew transfer vessels (CTVs). FOO also owns indirectly 75.5 % of Global Wind Service A/S (GWS), a large international supplier of personnel to the global wind turbine industry. Universal Foundation Norway AS owns Universal Foundation A/S 100%, a Danish company offering offshore wind turbine foundations.
In December 2018 FOWIC acquired an indirect 51% shareholding in Seafox 5 Limited (now renamed Blue Tern Limited). Blue Tern Limited is a company with its main asset being the offshore transport & installation vessel Blue Tern (ex Seafox 5). The vessel, having 106m legs, 1200 mt crane and accommodation capacity of 150 persons will represent a valuable expansion of the capability, operational and commercial offering of FOWIC within the growing offshore wind industry, bringing its fleet of transport & installation vessels up to three.
Through this transaction, FOWIC entered into a partnership for the vessel with the owner of the remaining 49% of Blue Tern Limited, a wholly owned subsidiary of Keppel Offshore and Marine Ltd. FOWIC, and will have the Blue Tern under commercial, technical and administrative management, as part of its fleet. FOWIC acquired the shares for a consideration of USD 62.8 million and will also acquire a pro rata part of existing shareholder loans for USD 10.8 million, the consideration thereby totaling USD 73.6 million.
FOWIC consolidated Blue Tern Limited (ex Seafox 5 Limited) on 100% basis from 17 December 2018. Please also see note 8 for further information.
Operating revenues in the quarter was NOK 413 million (NOK 364 million) and EBITDA NOK 40 million (NOK 32 million).
The transport and installation vessels Brave Tern and Bold Tern worked on a project in Danish waters and completed a transport & installation contract in German waters, in addition to several Operations and Maintenance contracts in UK waters during the quarter. The utilization rate was 79 % for the quarter (4Q17: 59 %).
In April 2018 Universal Foundation achieved Certified Design for two Mono-buckets to be installed during 2019. This represents an important strategic and contractual milestone for Universal Foundation and the Mono-bucket concept.
Global Wind Service had high activity in the quarter. In May 2018 GWS acquired the offshore and blade activities from Total Wind A/S, including approx. 200 new employees.
The crew transfer vessels had a utilization rate of 80%, up from 56% in 4Q17.
Operating revenues for the year was NOK 1 480 million (NOK 1 528 million) and EBITDA NOK 156 million (NOK 370 million). Utilization rate for the Transport and Installation vessels was 66% versus 83% for the same period last year, while the CTVs had a utilization rate in 2018 of 76% (68%) GWS had a significant higher activity level in 2018 compared to 2017.
| (Figures in NOK million) | 4Q 18 | 4Q 17 | 2018 | 2017 |
|---|---|---|---|---|
| Operating revenues | 413 | 364 | 1 480 | 1 528 |
| EBITDA | 40 | 32 | 156 | 370 |
| EBITDA margin | 10 % | 9 % | 11 % | 24 % |
| EBIT | -6 | -14 | -22 | 209 |
| EBT | -4 | -13 | -88 | 189 |
| Net result after tax | 20 | -57 | -73 | 130 |
| Capex | 1 573 | 48 | 1 643 | 84 |
| Equity | 2 350 | 1 370 | 2 350 | 1 370 |
| Gross interest bearing debt *) | 2 251 | 1 522 | 2 251 | 1 522 |
| - Cash and cash equivalents | 467 | 242 | 467 | 242 |
| = Net interest bearing debt (NIBD) | 1 784 | 1 280 | 1 784 | 1 280 |
| Capital employed (Equity + NIBD) | 4 135 | 2 650 | 4 135 | 2 650 |
| Net Cash from operating activities | 815 | 960 | 180 | 187 |
| Net Cash from investing activities | -28 | -106 | -499 | -72 |
| Net Cash from financing activities | -1 602 | -1 007 | 533 | -132 |
| Net change in cash and cash equivalents | -814 | -153 | 214 | -17 |
| *) Hereof internal debt to Bonheur ASA | 897 | 653 |
Cruise
Cruise consists of 100% ownership of Fred. Olsen Cruise Lines Ltd. with subsidiaries (FOCL), located in the UK.
FOCL owns and operates four ocean cruise ships, Black Watch, Braemar, Boudicca, Balmoral. It also operates a chartered river cruise vessel, Brabant.
| (Figures in NOK million) | 4Q 18 | 4Q 17 | 2018 | 2017 |
|---|---|---|---|---|
| Operating revenues | 527 | 476 | 2 355 | 2 149 |
| EBITDA | 9 | 29 | 338 | 346 |
| EBITDA margin | 2 % | 6 % | 14 % | 16 % |
| EBIT | -54 | -29 | 91 | 116 |
| EBT | -97 | -21 | 41 | 74 |
| Net result after tax | -97 | -21 | 41 | 73 |
| Capex | 60 | 187 | 172 | 215 |
| Equity | 1 104 | 1 115 | 1 104 | 1 115 |
| Gross interest bearing debt | 0 | 0 | 0 | 0 |
| - Cash and cash equivalents | 585 | 571 | 585 | 571 |
| = Net interest bearing debt (NIBD) | -585 | -571 | -585 | -571 |
| Capital employed (Equity + NIBD) | 519 | 544 | 519 | 544 |
| Net Cash from operating activities | 815 | 960 | 231 | 379 |
| Net Cash from investing activities | -28 | -106 | -170 | -217 |
| Net Cash from financing activities | -1 602 | -1 007 | -55 | -168 |
| Net change in cash and cash equivalents | -814 | -153 | 6 | - 6 |
During the quarter, Black Watch and Balmoral operated in the ex-UK cruise market, sailing out of Liverpool, Southampton and Newcastle. Braemar operated in both the ex-UK cruise market and the flycruise market with sailings in the Caribbean. Boudicca operated in the fly-cruise market with sailings in the Indian Ocean.
Operating revenue in the quarter was NOK 527 million (NOK 476 million). There were no dry-dockings in the quarter compared to 24 days in 4Q17. Increased operating revenue was however more than offset by higher operating expenses, which reflects the increase in operating days and a significant underlying increase in the cost of fuel year on year. The increase in operating expenses is mainly due to a larger share of revenues coming from fly-cruise operations. Operating result before interest, taxes, depreciation and amortization (EBITDA) was NOK 9 million (NOK 29 million)
The number of passenger days totaled 256 997 for the quarter (243 183), an increase of 5.7 %. Net ticket income per diem was (GBP) increased with 0.4% compared to the corresponding quarter last year.
For the full year, Cruise had operating revenues of NOK 2 355 million (NOK 2 149 million). EBITDA were NOK 338 million (NOK 346 million). Total number of passenger days was 1 096 008, an increase of 2% or 22 022 passenger days from last year. Net ticket income per diem (GBP) was 2% higher in 2018 compared to 2017.
Other investments
Other investments mainly consist of ownership of 54.0% of NHST Media Group AS, as well as 100% of the service companies Fred. Olsen Insurance Services AS and Fred. Olsen Travel AS.
NHST Media Group AS (NHST)
NHST Media Group AS has three main business segments, Norwegian publications (Dagens Næringsliv and Morgenbladet), MyNewsdesk / Mention and Global Publications (Tradewinds, Upstream, Intrafish Media, Recharge and Europower).
NHST achieved a turnover of NOK 331 million in the quarter (NOK 349 million), an decrease of 5%. The operating result before depreciation (EBITDA) for 4Q18 was NOK 10 million (NOK 21 million in 4Q17).
For the full year 2018, the operating result before depreciation (EBITDA) was NOK 19 million (NOK 88 million in 2017).
NHST's strategy to develop subscription-based services remains. NHST has continued its growth in subscription revenues and expects further growth ahead. Subscription-based services generate predictable revenue for NHST for further development of related services and new revenue flows.
The trend in the advertising market remains challenging, both nationally and internationally. NHST is working actively to develop new digital advertising products, content marketing concepts and event income to compensate for this development.
The acquisition of Mention provides a basis for further innovation-driven growth and global expansion in the Software-as-a-Service (SaaS) segment. The combined force of Mynewsdesk and Mention allows for growth and profitability going forward.
NHST will in 2019 further focus its efforts on measures which improve top-line growth in parallel with improved profitability.
Other information
Capital and financing
In 4Q18 total capex for the Group of companies were NOK 1 766 million, of which NOK 132 million within Renewable energy relating to construction of the wind farm Högaliden. NOK 1 573 million is related to investments within Shipping / Offshore wind, mainly related to investment of 51% shareholding in Seafox 5 Ltd. Finally, NOK 60 million was capex regarding various projects within Cruise.
There have been changes to the capital structure due to deconsolidation of the segment Offshore drilling. For further information see note 10 discontinued operations.
Gross interest-bearing debt of the Group of companies as per end of 4Q 2018 was NOK 8 578 million, a decrease of NOK 5 917 million since year end 2017. Cash and cash equivalents amounted to NOK 5 913 million, a decrease of NOK 2 679 million since year end 2017. Net interest-bearing debt (Gross interestbearing debt less Cash and cash equivalents (NIBD)) of the Group of companies as at 31 December 2018 was NOK 2 665 million, a decrease of NOK 3 237 million since year end 2017. As per 31 December 2018, the equity to asset ratio was 38% compared with 37% at year-end 2017.
Of the debt attributable to Renewable energy, 85% (NOK 3 932 million) relates to financing within the corporate structures of its 51% owned subsidiaries FOWL and FOCBH.
| (NOK million) | Renewable | Shipping / | 2018 | 2017 | ||
|---|---|---|---|---|---|---|
| Energy | Offshore wind | Cruise | Other/Elim | Total | Total | |
| Gross interest bearing liabilities | 4 612 | 2 251 | 0 | 1 714 | 8 578 | 14 494 |
| Cash and cash equivalents | 919 | 467 | 585 | 3 942 | 5 913 | 8 593 |
| Net interest bearing liabilities *) | 3 693 | 1 784 | -585 | -2 227 | 2 665 | 5 902 |
| Equity | 1 030 | 2 350 | 1 104 | 2 875 | 7 360 | 11 151 |
| Capital employed | 4 723 | 4 135 | 519 | 648 | 10 024 | 17 053 |
For a detailed split per segment, see the table below:
*) Intercompany loans included
Annual General meeting / Dividend
With regard to the Annual General Meeting 2018 the board will, subject to no diverging position taken by the Shareholders' Committee, propose a dividend of NOK 4.00 per share. For the company NOK 170 million.
The annual general meeting is scheduled for Wednesday 29 May 2019.
Condensed consolidated financial statements in accordance with IFRS
Income statement - Group of companies
| (*) | (*) | (*) | |||
|---|---|---|---|---|---|
| (NOK million) - unaudited | Note | Oct-Dec 2018 |
Oct-Dec 2017 |
Jan-Dec 2018 |
Jan-Dec 2017 |
| Revenues Operating costs |
4 | 1 853,5 -1 384,0 |
1 659,7 -1 260,5 |
6 787,5 -5 303,2 |
6 325,4 -4 755,6 |
| Operating result before depreciation / impairment losses (EBITDA) | 4 | 469,5 | 399,2 | 1 484,3 | 1 569,8 |
| Depreciation / Impairment losses | 2 | -267,1 | -236,1 | -1 046,3 | -911,5 |
| Operating result (EBIT) | 4 | 202,5 | 163,1 | 438,0 | 658,3 |
| Share of result from associates Result before finance |
-6,8 195,6 |
-6,4 156,8 |
-8,7 429,3 |
-17,2 641,1 |
|
| Financial income Financial expenses Net financial income / expense (-) |
91,3 -184,8 -93,5 |
128,8 -143,0 -14,1 |
281,0 -643,1 -362,1 |
357,5 -477,3 -119,8 |
|
| Result before tax (EBT) | 102,1 | 142,6 | 67,3 | 521,3 | |
| Estimated tax cost | 6 | -34,0 | -112,5 | -90,2 | -154,3 |
| Net result after estimated tax from continuing operations | 4 | 68,1 | 30,2 | -23,0 | 367,0 |
| Net result from discontinued operations | 180,5 | -508,7 | -2 675,4 | -2 143,9 | |
| Net result | 248,6 | -478,5 | -2 698,4 | -1 776,9 | |
| Hereof attributable to non-controlling interests 1) | 13,0 | -208,1 | -1 317,7 | -912,7 | |
| Hereof attributable to shareholders of the parent company | 235,6 | -270,5 | -1 380,7 | -864,2 | |
| Basic earnings / Diluted earnings per share (NOK) | 5,5 | -6,4 | -32,5 | -20,3 | |
| Basic earnings /Diluted earnings per share from continuing operations (NOK ) |
1,6 | 0,7 | -0,5 | 8,6 | |
| Basic earnings /Diluted earnings per share from discontinued operations (NOK ) |
4,2 | -12,0 | -62,9 | -50,4 |
1) The non-controlling interests attributable to continuing operations mainly consist of 47.74% of Dolphin Drilling ASA, 44.06% of NHST Media Group AS, 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (FOCBH) (UK) and 49% of Seafox 5 Limited.
(*) Re-presented
Statement of comprehensive income – Group of companies
| (*) | |||||
|---|---|---|---|---|---|
| (NOK million) - unaudited | Oct-Dec | Oct-Dec | Jan-Dec | Jan-Dec | |
| Note | 2018 | 2017 | 2018 | 2017 | |
| Net result for the period | 248,6 | -478,5 | -2 698,4 | -1 776,9 | |
| Other comprehensive income: | |||||
| Items that will not be reclassified to profit or loss | |||||
| Actuarial gains/(losses) on pension plans | -9,9 | 117,8 | -9,9 | 117,8 | |
| Other comprehensive result for the period | -2,5 | -3,1 | -5,2 | -8,4 | |
| Income tax on other comprehensive income | 1,7 | -83,8 | 1,7 | -83,8 | |
| Total items that will not be reclassified to profit or loss | -10,7 | 30,8 | -13,4 | 25,6 | |
| Items that may be reclassified subsequently to profit or loss | |||||
| Foreign exchange translation effects: | |||||
| - Foreign currency translation differences for foreign operations | 166,7 | 296,7 | -23,2 | -112,7 | |
| - Foreign currency translation differences for foreign operations transferred to profit and loss | 1 0 |
-1 257,8 | 0,0 | -1 257,8 | 0,0 |
| Fair value effects related to financial instruments: | |||||
| - Net change in fair value of available-for-sale financial assets | -20,6 | 4,2 | -31,2 | -13,0 | |
| Income tax on other comprehensive income | 0,3 | 0,0 | 0,4 | 0,0 | |
| Total items that may be reclassified subsequently to profit or loss | -1 111,4 | 301,0 | -1 311,8 | -125,7 | |
| Other comprehensive result for the period, net of income tax | -1 122,1 | 331,8 | -1 325,2 | -100,1 | |
| Total comprehensive loss for the period | -873,5 | -146,8 | -4 023,6 | -1 877,0 | |
| Attributable to: | |||||
| Equity holders of the parent | -915,9 | -14,9 | -2 718,5 | -862,4 | |
| Non-controlling interests 1) | 42,4 | -131,8 | -1 305,1 | -1 014,6 | |
| Total comprehensive income for the period | -873,5 | -146,8 | -4 023,6 | -1 877,0 |
1) As at 31 December 2018 the non-controlling interests consist of 44.06% of NHST Media Group AS, 49.00% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK) and 49% of Seafox 5 Limited.
(*) Re-presented
Statement of financial position – Group of companies
| (*) | |||
|---|---|---|---|
| (NOK million) - unaudited | Note | 31.12.2018 | 31.12.2017 |
| Intangible fixed assets Deferred tax asset Property, plant and equipment Investments in associates Other financial fixed assets |
3 6 2 |
1 108,0 142,4 9 802,2 59,1 500,1 |
919,0 212,7 17 580,6 63,8 467,0 |
| Non-current assets | 11 611,8 | 19 243,2 | |
| Inventories and consumable spare parts Trade and other receivables Cash and cash equivalents |
299,9 1 665,4 5 913,1 |
1 027,9 1 595,5 8 592,6 |
|
| Current assets | 7 878,4 | 11 216,0 | |
| Total assets | 4 | 19 490,3 | 30 459,2 |
| Share capital Share premium reserve Retained earnings |
53,2 143,3 6 143,0 |
53,2 143,3 8 317,6 |
|
| Equity owned by the shareholders in the parent company | 6 339,4 | 8 514,1 | |
| Non-controlling interests 1) | 1 020,3 | 2 637,0 | |
| Equity | 7 359,7 | 11 151,1 | |
| Non-current interest bearing liabilities Other non-current liabilities Non-current liabilities |
5 6 |
6 663,7 1 279,9 7 943,6 |
12 201,0 1 804,3 14 005,4 |
| Current interest bearing liabilities Other current liabilities |
5 6 |
1 914,1 2 272,9 |
2 293,3 3 009,4 |
| Current liabilities | 4 187,0 | 5 302,8 | |
| Total equity and liabilities | 19 490,3 | 30 459,2 |
(*) Re-presented
Oslo, 11 February 2019
Bonheur ASA - the Board of Directors
Chairman Director Director Direct or Director
Fred. Olsen Carol Bell Nick Emery Helen Mahy Andreas Mellbye
Anette S. Olsen Managing Director
1) The non-controlling interests mainly consist of 44.06% of NHST Media Group AS , 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK) and 49% of Seafox 5 Limited.
Statement of changes in equity – Group of companies
| (NOK million) - unaudited | Share Capital |
Share premium |
Translation reserve |
Fair value reserve |
Retained earnings |
Total | Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2017 | 53,2 | 143,3 | 1 167,6 | 43,0 | 8 054,4 | 9 461,5 | 3 653,3 | 13 114,8 |
| Total comprehensive loss for the period | 0,0 | 0,0 | 34,4 | -13,0 | -883,8 | -862,4 | -1 014,6 | -1 877,0 |
| Dividends to shareholders in parent company | 0,0 | 0,0 | 0,0 | 0,0 | -85,1 | -85,1 | 0,0 | -85,1 |
| Dividends to non-controlling interests in subsidiaries | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | -1,6 | -1,6 |
| Balance at 31 December 2017 | 53,2 | 143,3 | 1 202,0 | 30,0 | 7 085,6 | 8 514,1 | 2 637,0 | 11 151,1 |
| Balance at 1 January 2018 | 53,2 | 143,3 | 1 202,0 | 30,0 | 7 085,6 | 8 514,1 | 2 637,0 | 11 151,1 |
| Total comprehensive loss for the period | 0,0 | 0,0 | -1 294,4 | -30,8 | -1 393,3 | -2 718,5 | -1 305,1 | -4 023,6 |
| Effect from transactions with non-controlling interests *) | 0,0 | 0,0 | 0,0 | 0,0 | 628,9 | 628,9 | 716,8 | 1 345,7 |
| Non-controlling interest in discontinued operations **) | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | -911,0 | -911,0 |
| Dividends to shareholders in parent company | 0,0 | 0,0 | 0,0 | 0,0 | -85,1 | -85,1 | 0,0 | -85,1 |
| Dividends to non-controlling interests in subsidiaries | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 | -117,4 | -117,4 |
| Balance at 31 December 2018 | 53,2 | 143,3 | -92,3 | -0,8 | 6 236,1 | 6 339,4 | 1 020,3 | 7 359,7 |
*) See note 7 and 8
**) See note 10
Share capital and share premium
| Par value per share | NOK 1.25 |
|---|---|
| Number of shares issued | 42 531 893 |
Translation reserve
The reserve represents exchange differences resulting from the consolidation of subsidiaries and associated companies having other functional currencies than NOK.
Fair value reserve
The reserve includes the cumulative net change in the fair value of available-for-sale investments until the investment is derecognised.
Non-controlling interests
As at 31 December 2018 the non-controlling interests mainly consist of 44.06% of NHST Media Group AS, 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK) and 49% of Seafox 5 Limited.
Consolidated statement of cash flow – Group of companies
| (*) | |||||
|---|---|---|---|---|---|
| Oct-Dec | Jan-Dec | Jan-Dec | |||
| (NOK million) - unaudited | Note | 2018 | 2018 | 2017 | |
| Cash flow from operating activities | |||||
| Net result Adjustments for: |
248,6 | -2 698,4 | -1 776,9 | ||
| Depreciation, impairment losses | 2 | 267,1 | 1 046,3 | 911,5 | |
| Net of investment income, interest expenses and net unrealized foreign exchange gains | 219,8 | 437,0 | 114,2 | ||
| Share of result from associates | 6,8 | 8,7 | 17,2 | ||
| Net gain (-) / loss on sale of property, plant and equipment and other investments | -35,5 | -36,2 | 5,0 | ||
| Tax expense | 6 | 34,0 | 90,2 | 154,3 | |
| Cash generated before changes in working capital and provisions | 740,8 | -1 152,3 | -574,6 | ||
| Increase (-) / decrease in trade and other receivables | 561,2 | 441,2 | 1 322,3 | ||
| Increase / decrease (-) in current liabilities | 20,6 | -332,2 | 305,5 | ||
| Cash generated from operations | 1 322,6 | -1 043,3 | 1 053,2 | ||
| Interest paid | -74,1 | -460,0 | -603,7 | ||
| Tax paid | -15,3 | -147,5 | -138,2 | ||
| Discontinued operations | -175,2 | 2 263,1 | 2 143,9 | ||
| Net cash from operating activities | 1 058,1 | 612,3 | 2 455,1 | ||
| Cash flow from investing activities | |||||
| Proceeds from sale of property, plant and equipment and other investments | 68,2 | 121,6 | 138,0 | ||
| Interest and dividends received | 20,7 | 73,9 | 174,8 | ||
| Discontinued operations | -1 672,8 | -1 672,8 | 0,0 | ||
| Acquisitions of property, plant and equipment and changes in other investments | -967,0 | -1 731,1 | -695,1 | ||
| Net cash from investing activities | -2 550,9 | -3 208,4 | -382,3 | ||
| Cash flow from financing activities | |||||
| Net proceed from issue of shares in subsidiaries | 62,8 | 764,3 | 7,7 | ||
| Increase in borrowings | 57,7 | 1 409,2 | 998,3 | ||
| Repayment of borrowings | -240,7 | -1 957,9 | -1 598,7 | ||
| Discontinued operations | -60,7 | -60,7 | 0,0 | ||
| Dividends paid | -68,8 | -202,6 | -86,7 | ||
| Net cash from financing activities | -249,7 | -47,6 | -679,4 | ||
| Net increase in cash and cash equivalents | -1 742,5 | -2 643,7 | 1 393,4 | ||
| Cash and cash equivalents beginning of period | 7 562,3 | 8 592,6 | 7 228,0 | ||
| Effect of exchange rate fluctuations on cash held | 93,3 | -35,8 | -28,8 | ||
| Cash and cash equivalents at 31 December | 5 913,1 | 5 913,1 | 8 592,6 |
(*) Re-presented
Notes
Note 1 – Basis of presentation
Introduction
The Group of companies' accounts for the fourth quarter 2018 comprise Bonheur ASA and its subsidiaries (together the "Group of companies" and individually "Group entities") and the shares in associates. The quarterly accounts of 2018 and the Group accounts for 2017 may be obtained by contacting Fred. Olsen & Co., Oslo, or at www.bonheur.no.
Financial framework and accounting principles
The interim accounts have been prepared in accordance with IAS 34 as adopted by EU and the additional requirements in the Norwegian Securities and Trading Act. The accounts do not include all information required for annual accounts and should be read in conjunction with the Group of companies' annual accounts for 2017 and the previous interim reports issued in 2018. The interim financial report for the fourth quarter 2018 was approved by the Company's board on 11 February 2019.
The Group of companies has adopted IFRS 9 Financial instruments and IFRS 15 Revenue from Contracts with Customers in 2018. The standards will not have significant impact on the Group of companies' financial statements per 1 January 2018. The new accounting policies and standards are described in note 28 – Standards issued but not yet effective, in the consolidated financial statements in the Group of companies' Annual Report for 2017. The other main accounting policies applied by the Group of companies in these consolidated financial statements are the same as those applied by the Group of companies in its consolidated financial statements for the year ended 31 December 2017.
IFRS 16 – Leases
The Group of companies plans to apply the standard initially from 1 January 2019, using the modified retrospective approach. The cumulative effect of adopting IFRS 16 will be recognized as an adjustment to the opening balance of retained earnings at 1 January 2019, with no restatement of comparative information.
IFRS 16 introduces a balance sheet lease accounting. The Group of companies has evaluated the existing leasing contracts and estimated the effect of the new standard in the range of NOK 200 million to NOK 250 million. This will be recorded as an increased right of use assets and a correspondingly increased leasing liability.
Estimates
The preparation of interim accounts involves the use of appraisals, estimates and assumptions influencing the amounts stated for assets and obligations, revenues and costs. Actual results may differ from these estimates.
Note 2 – Property, plant and equipment – investments and disposals
| Rigs and | |||||
|---|---|---|---|---|---|
| (NOK million) | Windfarms | Vessels | drillships | Other | Total |
| Cost | |||||
| Balance at 1 January 2018 | 7 857,6 | 7 985,9 | 29 340,6 | 1 391,3 | 46 575,4 |
| Acquisitions | 140,1 | 2 191,4 | 75,4 | 2 406,9 | |
| Discontinued operations | -29 340,6 | -821,1 | -30 161,7 | ||
| Disposals | -3,4 | -18,6 | -22,0 | ||
| Currency translation | 33,8 | 46,6 | -6,0 | 74,4 | |
| Balance at 31 December 2018 | 8 028,1 | 10 223,9 | 0,0 | 620,9 | 18 872,9 |
| Depreciation | |||||
| Balance at 1 January 2018 | 2 948,6 | 4 370,4 | 20 702,5 | 973,3 | 28 994,8 |
| Acquisitions | 431,0 | 431,0 | |||
| Depreciation | 510,3 | 390,8 | 41,6 | 942,7 *) | |
| Discontinued operations | -20 702,5 | -652,1 | -21 354,5 | ||
| Disposals | -0,2 | -15,7 | -15,9 | ||
| Currency translation | 35,3 | 37,0 | 0,3 | 72,7 | |
| Balance at 31 December 2018 | 3 494,0 | 5 229,3 | 0,0 | 347,4 | 9 070,7 |
| Carrying amounts | |||||
| At 1 January 2018 | 4 909,0 | 3 615,4 | 8 638,1 | 418,0 | 17 580,6 |
| At 31 December 2018 | 4 534,1 | 4 994,6 | 0,0 | 273,5 | 9 802,2 |
*) In addition, depreciation/impairment losses from intangible assets amount to NOK 84 million.
Note 3 – Intangible assets – investments
As per 31 December 2018 the Group of companies had intangible assets of NOK 1.108 million. NOK 690 million is the net book value of the intangible assets from NHST, which is an increase of NOK 146 million during 2018, mainly due to purchase of Mention Solutions SAS (France). In addition, FOR has intangible assets of NOK 375 million, which is development costs related to wind farms. Such projects are evaluated regularly. Some development projects may not come through to fruition, in which case, previously capitalized costs will be impaired. FOO has intangible assets of NOK 41 million of which 31 million is goodwill.
Note 4 – Segment information
| Total consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.quarter | Renewable energy Shipping/Offsh. wind Offshore drilling *) | Cruise | Other investments | companies | ||||||||
| Consolidated companies | 4Q.18 | 4Q.17 | 4Q.18 | 4Q.17 | 4Q.18 | 4Q.17 | 4Q.18 | 4Q.17 | 4Q.18 | 4Q.17 | 4Q.18 | 4Q.17 |
| Revenues | 570 | 467 | 413 | 364 | 0 | 0 | 527 | 476 | 344 | 352 | 1 854 | 1 660 |
| Operating costs | -137 | -131 | -374 | -332 | 0 | 0 | -517 | -447 | -356 | -351 | -1 384 | -1 260 |
| Oper. result before depr. (EBITDA) | 433 | 336 | 40 | 32 | 0 | 0 | 9 | 29 | -12 | 2 | 470 | 399 |
| Depreciation / Write down | -130 | -101 | -46 | -46 | 0 | 0 | -63 | -58 | -28 | -31 | -267 | -236 |
| Operating result (EBIT) | 303 | 235 | -6 | -14 | 0 | 0 | -54 | -29 | -40 | -29 | 203 | 163 |
| Net result from continuing operations | 200 | 113 | 20 | -57 | 0 | 0 | -97 | -21 | -54 | -4 | 68 | 30 |
| Net result from discontinued operations | 0 | 0 | 0 | 0 | 180 | -509 | 0 | 0 | 0 | 0 | 180 | -509 |
| Net result | 200 | 113 | 20 | -57 | 180 | -509 | -97 | -21 | -54 | -4 | 249 | -479 |
*) Discontinued, see note 10.
| Total consolidated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Per 4.quarter | Renewable energy Shipping/Offsh. wind Offshore drilling *) | Cruise | Other investments | companies | ||||||||
| Consolidated companies | YTD 18 | YTD 17 | YTD 18 | YTD 17 | YTD 18 | YTD 17 | YTD 18 | YTD 17 | YTD 18 YTD 17 | YTD 18 | YTD 17 | |
| Revenues | 1 631 | 1 295 | 1 480 | 1 528 | 0 | 0 | 2 355 | 2 149 | 1 321 | 1 354 | 6 787 | 6 325 |
| Operating costs | -530 | -410 | -1 325 | -1 158 | 0 | 0 | -2 017 | -1 803 | -1 431 | -1 385 | -5 303 | -4 756 |
| Oper. result before depr. (EBITDA) | 1 101 | 885 | 156 | 370 | 0 | 0 | 338 | 346 | -110 | -31 | 1 484 | 1 570 |
| Depreciation / Write down | -544 | -427 | -178 | -161 | 0 | 0 | -247 | -230 | -77 | -94 | -1 046 | -912 |
| Operating result (EBIT) | 558 | 458 | -22 | 209 | 0 | 0 | 91 | 116 | -188 | -125 | 438 | 658 |
| Net result from continuing operations | 286 | 240 | -73 | 130 | 0 | 0 | 41 | 73 | -278 | -76 | -23 | 367 |
| Net result from discontinued operations | 0 | 0 | 0 | 0 | -2 675 | -2 144 | 0 | 0 | 0 | 0 | -2 675 | -2 144 |
| Net result for the year | 286 | 240 | -73 | 130 | -2 675 | -2 144 | 41 | 73 | -278 | -76 | -2 698 | -1 777 |
| Total assets | 6 701 | 7 278 | 5 168 | 3 259 | 0 | 13 468 | 1 997 | 2 104 | 5 625 | 4 350 | 19 490 | 30 459 |
| Total liabilities | 5 670 | 5 020 | 2 818 | 1 889 | 0 | 8 600 | 893 | 990 | 2 750 | 2 810 | 12 131 | 19 308 |
*) Discontinued, see note 10.
Companies consolidated in the Group of companies' accounts
Renewable energy
The companies within the segment are engaged in development, construction and operation of wind farms in Scotland, Norway, Sweden, Ireland, France and USA.
Shipping / Offshore wind
The companies within the segment are engaged in logistics and services within the offshore wind industry.
Offshore Drilling
Offshore drilling provides services to the offshore oil and gas industry. The segment was deconsolidated in 4Q18.
Cruise
Cruise owns and operates four cruise ships and provides a diverse range of cruises to attract its passenger.
Other investments
The segment has investments within media, properties and various service companies.
Revenue split
| (NOK million) | 4Q 18 | 4Q 17 | 2018 | 2017 |
|---|---|---|---|---|
| Sales of electricity and other goods | 305 | 248 | 981 | 776 |
| Government grants | 276 | 248 | 763 | 632 |
| Lease revenue | 56 | 59 | 209 | 356 |
| Service revenue | 942 | 838 | 3 802 | 3 509 |
| Other operating revenue | 275 | 268 | 1 032 | 1 053 |
| Total revenues | 1 854 | 1 660 | 6 787 | 6 325 |
Note 5 – Interest bearing loans
FOR has secured bank loans of GBP 296 million, three shareholder loans of a total of GBP 105 million to The Renewables Infrastructure Group Limited and Aviva Investors Global Services Limited, finance lease liabilities of GBP 9 million and other interest-bearing loans of GBP 4 million as per 31 December 2018.
FOO has bank loans of equivalent to EUR 118 million, a shareholder loan of USD 21.3 million as per 31 December 2018. FOO will acquire a 51% share in this shareholder loan of USD 10.8 million.
NHST has bank loans of NOK 174 million outstanding as per 31 December 2018.
BON has the following bond loans as per 31 December 2018:
| Bond issue Ticker |
Issued | Outstanding loan (NOK mill.) |
Maturity | Terms |
|---|---|---|---|---|
| BON03 | Feb 2012 | 246 | Feb 19 | 3 month NIBOR + 5,00% |
| BON05 | Jul 2014 | 598 | Jul 19 | 3 month NIBOR + 3,10% |
| BON06 | Jul 2014 | 599 | Jul 21 | 3 month NIBOR + 3,50% |
| BON07 | May 2017 | 498 | May 22 | 3 month NIBOR + 4,00% |
| BON08 | Nov 2017 | 497 | Nov 20 | 3 month NIBOR + 3,15% |
| Total | 2 437 |
Note 6 – Taxes
Tax cost in the quarter was NOK 34 million, whereof NOK 54 million current tax and NOK 20 was income on deferred tax.
The current tax cost was mainly caused by taxable results in the Renewable energy segment in UK.
Deferred tax income of NOK 20 million was mainly related to the Shipping /Offshore wind segment caused by relocating the activity from Malta to Norway.
In total the Group of companies paid the net of NOK 15 million in taxes in the quarter mainly within the Renewable energy segment.
As per 4Q 2018 there were one ongoing tax dispute between a subsidiary and the tax authorities within the Group of companies. This was with the Norwegian tax authorities and Fred. Olsen Ocean Ltd as mentioned in note 9 in the Annual Report 2017. Disputed amount has been paid and accounted for.
Tax cost year to date was NOK 90 million, whereof NOK 103 million as current tax. Hereof NOK 72 million from the Renewable energy segment, NOK 27 million from the Shipping/Offshore wind segment, and NOK 3 million from NHST included in Other Investments.
Year to date the group has paid net NOK 147 million in taxes. The Renewable energy segment paid NOK 92 million in UK, NHST paid in total NOK 2 in UK and US, while the Shipping/Offshore segment received NOK 11 million from the Norwegian tax authorities but paid NOK 5 million in Poland, and 1,5 million the UK. In the total figure also NOK 60 million paid by Offshore drilling before the segment was deconsolidated, is included.
Note 7 – UK wind farm portfolio
On 30 April 2018 Aviva Investors Global Services Limited ("Aviva Investors") acquired ownership of 49 % of Fred. Olsen CBH Limited ("FOCBH"), a holding company owing the wind farm companies Crystal Rig III Limited and Brockloch Rig Windfarm Limited in UK, for a total cash consideration of GBP 117.2 million, consisting of the consideration from the sale of 49% of the shares in FOCBH and the consideration from a shareholders loan of GBP 50 million The remaining 51% shareholding is owned by Fred. Olsen CB Limited ("FOCB"), which is ultimately wholly owned by Fred. Olsen Renewables Limited. Separate to the transaction, FOCB entered into a secured facility agreement with banks of GBP 63.4 million. Total proceeds to the Group of companies from both the transaction and the Financing was GBP 182.1 million.
The transactions in FOCBH has affected the consolidated financial position per third quarter as follows:
| Increased cash and cash equivalents | NOK 2 025 million | |
|---|---|---|
| Increased non-current interest bearing liabilities | NOK 1 261 million | |
| Increased total equity | NOK | 764 million |
Note 8 - Acquisition of indirect 51% shareholding in Seafox 5 Limited (now renamed Blue Tern Limited)
On 17 December 2018 Fred. Olsen Windcarrier (FOWIC), a company indirectly wholly owned by Bonheur ASA, entered into an agreement with Seafox Accommodation Resorts Limited for the acquisition of an indirect 51% ownership in Seafox 5 Limited (now renamed Blue Tern Limited) which is a company with its main asset being the offshore transport & installation vessel Blue Tern (ex Seafox 5). Total investment was USD 73.6 million.
Through the transaction, FOWIC entered into a partnership for the vessel Blue Tern with the owner of the remaining 49% of Blue Tern Limited, a wholly owned subsidiary of Keppel Offshore and Marine Ltd., under which FOWIC will have the vessel under commercial, technical and administrative management as part of its fleet.
As per 31 December 2018 the transaction has preliminary affected the consolidated financial position as stated below. A final Purchase Price Allocation will be carried out within the time limits, which may alter the distribution.
| Increased property, plant and equipment | NOK 1 545 million | |
|---|---|---|
| Increased cash and cash equivalents | NOK | 157 million |
| Increased other current assets | NOK | 74 million |
| Increased interest bearing liabilities | NOK | 611 million *) |
| Increased other current liabilities | NOK | 32 million |
| Increased equity - Non-controlling interest |
NOK | 581 million |
*) FOWIC will acquire its pro rata share (51%) of a shareholder loan of USD 21.3 million, amounting to USD 10.8 million.
Note 9 – Acquisition by subsidiary
On 31 August 2018, Mynewsdesk AB, a subsidiary of NHST Media Group acquired 84.95% of the shares in Mention Solutions SAS (France).
Mention solutions is a "Software as a service"-based web and social monitoring solution for small and medium businesses to leverage and understand online data.
The Purchase price allocation is preliminary, and has been allocated to technology, customer relationship, brand name, deferred revenue and goodwill.
Note 10 – Discontinued operations
Accounting policies
Classification as a discontinued operation occurs at the earlier of a disposal or when the operation meets the criteria to be reclassified as held for sale or by loss of control. Such reclassification can also happen without a change in relative ownership levels or in the absence of a transaction. The comparative statement of profit or loss of a discontinued operation, is represented as if the operation had been discontinued from the start of the comparative year.
Deconsolidation of Dolphin Drilling (DD)
DD has been part of Bonheur's investments since the 1970's and has been a pioneer in offshore drilling with an excellent operating record. Due to the recent years' downturn in the offshore drilling industry coupled with the termination of respectively the newbuilding- and the drilling contract for former Bollsta Dolphin semi-submersible drilling rig, DD has for a prolonged period made refinancing efforts in order to find a long term solution. Based on developments in these efforts and Bonheur's assessment of the same DD was deconsolidated in the fourth quarter. The deconsolidation of DD thus comes, among other things, as a consequence of:
- Bonheur has throughout proposed and supported various potential refinancing solutions for DD, including contributing significant new capital.
- However, the composition of the secured lenders has prevented implementation.
- The secured lenders of DD have decided to pursue other solutions.
- These solutions have not been in line with Bonheur's strategy and will not cause Bonheur to contribute capital to be a majority shareholder
- DD debt is non-recourse to Bonheur
The Bonheur related DD Board Members, Anette S. Olsen and Richard O.Aa have not participated in the DD Board's handling of possible refinancing alternatives and related procedures since July 2018 due to conflict of interest considerations.
The investment in DD is deconsolidated from November 2018. From this date the investment will be reported as a separate line item in the consolidated income statement and derecognized from the Bonheur Group of companies' statement of financial position. From the same date, the investment in DD is assessed as a financial investment.
The effects on the consolidated accounts is stated in the tables below:
Corresponding figures for last year periods have been restated for the income statement.
| (NOK 1000) Result of discontinued operations |
Jan-Oct 2018 |
Jan-Dec 2017 |
|---|---|---|
| Revenue | 953 973 | 2 307 871 |
| Operating costs | -1 350 858 | -1 437 146 |
| Operating result before depreciation / impairment losses (EBITDA) | -396 884 | 870 725 |
| Depreciation | -1 391 090 | -1 839 295 |
| Impairment losses | -945 861 | -634 538 |
| Operating result (EBIT) | -2 733 835 | -1 603 107 |
| Financial revenues | 192 978 | 135 076 |
| Financial costs | -450 507 | -512 484 |
| Net financial items | -257 528 | -377 408 |
| Result before tax (EBT) | -2 991 364 | -1 980 515 |
| Estimated tax cost | 7 206 | -163 348 |
| Net result after estimated tax | -2 984 158 | -2 143 863 |
| Derecognition inclusive translation reserve transferred to profit and loss | 308 746 | 0 |
| Net result inclusive recognision of translation reserve | -2 675 412 | -2 143 863 |
| Hereof non-controlling interests | -1 429 676 | -1 026 254 |
| Hereof majority interests | -1 245 736 | -1 117 609 |
| Basic / diluted earnings (loss) per share | -29,3 | -26,3 |
Of the loss from the discontinued operation of NOK 2 675 million (2017: loss of NOK 2 144 million), a negative amount of NOK 1 246 million is attributable to the owners of the company (2017: negative amount of NOK 1 118 million).
| Cash flows from discontinued operations | Jan-Oct | Jan-Dec |
|---|---|---|
| (NOK 1000) | 2018 | 2017 |
| Net cash used in operating activities | -883 710 | 1 301 149 |
| Net cash from investing activities | -234 643 | 3 087 |
| Net cash from financing activities | -1 244 959 | -107 062 |
| Net cash flows for the year | -2 363 312 | 1 197 173 |
Effect of disposal on the financial position of the Group (NOK 1000) 31.10.2018 31.12.2017
| Deferred tax benefit | -10 643 | -10 536 |
|---|---|---|
| Property, plant and equipment | -6 823 173 | -8 807 219 |
| Financial fixed assets | -2 939 | -3 198 |
| Inventories | -621 595 | -845 578 |
| Trade receivables and other receivables other | -388 636 | -232 492 |
| Cash and bank | -1 307 347 | -3 568 919 |
| Pension liabilities | 499 394 | 494 456 |
| Interest-bearing other long term debt, other | 0 | 5 630 632 |
| Not interest-bearing other long term debt, other | 0 | 6 958 |
| Interest-bearing other short term debt, other | 6 185 376 | 1 566 409 |
| Current liabilities | 561 390 | 901 385 |
| Disposal (7 November 2018) | 1 908 174 | |
| Net assets and liabilities | 0 | -4 868 103 |
Note 11 – Bonheur ASA (Parent company – NGAAP)
| (NOK million) - unaudited CONDENSED INCOME STATEMENT (NGAAP) |
Jan-Dec 2018 |
Jan-Dec 2017 |
|---|---|---|
| Revenues Operating costs |
1,0 -127,5 |
0,1 -118,6 |
| Operating result before depreciation (EBITDA) | -126,5 | -118,5 |
| Depreciation | -2,9 | -3,3 |
| Operating result (EBIT) | -129,4 | -121,8 |
| Financial revenues Financial costs Net financial items |
2 315,7 -996,5 1 319,2 |
2 171,9 -580,2 1 591,7 |
| Result before tax (EBT) | 1 189,7 | 1 469,9 |
| Tax expense | 0,0 | 0,0 |
| Net result after estimated tax | 1 189,7 | 1 469,9 |
| CONDENSED BALANCE SHEET (NGAAP) | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Property, plant and equipment | 50,7 | 53,3 |
| Investments in subsidiaries | 4 803,2 | 5 124,7 |
| Other financial fixed assets | 890,9 | 975,2 |
| Non-current assets | 5 744,8 | 6 153,2 |
| Shares and current receivables | 640,5 | 9,7 |
| Cash and cash equivalents | 3 680,6 | 2 789,8 |
| Current assets | 4 321,2 | 2 799,5 |
| Total assets | 10 065,9 | 8 952,6 |
| Share capital | 53,2 | 53,2 |
| Share premium | 143,3 | 143,3 |
| Retained earnings | 6 820,1 | 5 815,9 |
| Equity | 7 016,6 | 6 012,3 |
| Non-current interest bearing liabilities | 1 593,8 | 2 433,2 |
| Other non-current liabilities | 394,1 | 372,5 |
| Non-current liabilities | 1 987,9 | 2 805,7 |
| Current interest bearing liabilities | 843,6 | 0,0 |
| Other current liabilities | 217,8 | 134,6 |
| Current liabilities | 1 061,4 | 134,6 |
| Total equity and liabilities | 10 065,9 | 8 952,6 |
| Oct-Dec | Jan-Dec | Jan-Dec | |
|---|---|---|---|
| (NOK million) - unaudited | 2018 | 2018 | 2017 |
| Cash flow from operating activities | |||
| Net result after tax | 1 047,5 | 1 189,7 | 1 469,9 |
| Adjustments for: | |||
| Depreciation | 0,7 | 2,9 | 3,3 |
| Net of investment income, interest expenses and net unrealized foreign exchange gains -1 000,7 Net gain on sale of property, plant and equipment and other investments |
-0,4 | -1 257,1 -0,3 |
-1 544,4 0,2 |
| Tax expense | 0,0 | 0,0 | 0,0 |
| Cash generated before changes in working capital and provisions | 47,2 | -64,7 | -71,0 |
| Increase (-) / decrease in trade and other receivables | -17,1 | -25,7 | -17,8 |
| Increase / decrease (-) in current liabilities | -21,5 | -17,2 | -3,3 |
| Cash generated from operations | 8,6 | -107,6 | -92,2 |
| Interest paid | -33,1 | -117,4 | -103,6 |
| Tax paid | 0,0 | 0,0 | 0,0 |
| Net cash from operating activities | -24,5 | -225,0 | -195,8 |
| Cash flow from investing activities | |||
| Proceeds from sale of property, plant and equipment and other investments | 17,7 | 68,7 | 92,5 |
| Interest and dividends received | 1 213,7 | 2 229,4 | 1 936,5 |
| Acquisitions of property, plant and equipment and other investments | -820,1 | -1 101,3 | 20,4 |
| Net cash from investing activities | 411,2 | 1 196,7 | 2 049,4 |
| Cash flow from financing activities | |||
| Increase in borrowings | 1,0 | 4,2 | 1 040,6 |
| Repayment of borrowings | 0,0 | 0,0 | -880,9 |
| Dividends paid | 0,0 | -85,1 | -85,1 |
| Net cash from financing activities | 1,0 | -80,9 | 74,6 |
| Net increase in cash and cash equivalents | 387,7 | 890,9 | 1 928,3 |
| Cash and cash equivalents at 1 January (Oct-Dec 1 October) |
3 292,9 | 2 789,8 | 861,5 |
| Cash and cash equivalents at 31 December | 3 680,6 | 3 680,6 | 2 789,8 |
Basis of presentation of the Parent Company financial information:
Introduction
Bonheur ASA is the Parent Company.
Financial framework and accounting principles
The accounts have been prepared in accordance with the Norwegian accounting act and generally accepted accounting principles in Norway (NGAAP). The accounts do not include all information required for annual accounts and should be read in conjunction with the Parent Company's annual accounts for 2017. Norsk Regnskapsstiftelse has not approved new amendments to its standards with effect for 2018. All figures presented are in NOK unless otherwise stated.
Shares and other securities
Long term investments in subsidiaries, associated companies and other shares and bonds, which are held to maturity date, are classified as financial fixed assets in the balance sheet and measured at the lower of cost and market value. As a consequence of that the market value of the shares in Dolphin Drilling ASA (DD) at 31 December 2018 is lower than book value, the Investment has been impaired by NOK 53 million in 4Q18 to reflect the requirements in NGAAP. Year to date impairment of shares in DD has been NOK 717 million.
Definitions
List of Alternative Performance Measures (APM):
Bonheur ASA discloses alternative performance measures as a supplement to the financial statements prepared in accordance with IFRS.
In the quarterly report the following alternative performance measures are most frequently used. Below is a list followed by a definition of each APM.
General financial Alternative Performance Measures:
| EBITDA: | Earnings before Depreciation, Impairment, Result from associates, Net financial expense and Tax. |
|---|---|
| EBIT: EBT: |
Operating result after depreciation (EBITDA less depreciation and impairments) Earnings before tax |
| EBITDA margin: NIBD: |
The ratio of EBITDA divided by operating revenues Net Interest Bearing Debt is the sum of non current interest bearing debt and current interest bearing debt, less the sum of cash and cash equivalents |
| Capital employed: | NIBD + Total equity |
| Equity ratio: | The ratio of total equity divided by total capital |
| The Company: | Bonheur ASA |
Abbreviations – Company Names per segment
| Renewable energy: | |
|---|---|
| FORAS: | Fred. Olsen Renewables AS |
| FOR: | Fred. Olsen Renewables group |
| FOWL: | Fred. Olsen Wind Limited |
| FOCB: | Fred. Olsen CB Limited |
| FOCBH: | Fred. Olsen CBH Limited |
| AVIVA investors: | Aviva Investors Global Services Ltd |
| TRIG: | The Renewables Infrastructure Group Limited |
| FOGP: | Fred. Olsen Green Power AS |
| Shipping / offshore wind: | |
| FOO | Fred. Olsen Ocean Ltd |
| GWS | Global Wind Service A/S |
Cruise: FOCL Fred. Olsen Cruise Lines Ltd
| Other: | |
|---|---|
| NHST | NHST Media Group AS |
DD Dolphin Drilling ASA