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DFDS — Interim / Quarterly Report 2010
Aug 18, 2010
3361_ir_2010-08-18_feb0e690-627d-491b-8ffc-bcfbe98b383a.pdf
Interim / Quarterly Report
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STRONG PERFORMANCE IN Q2
DFDS A/S, Sundkrogsgade 11 DK-2100 Copenhagen Ø Denmark Company reg. no. 14 19 47 11
Company announcement no. 35/2010
18.08.2010
Page 1/22
Contact persons:
Niels Smedegaard, CEO +45 3342 3400
Torben Carlsen, CFO +45 3342 3201
Søren Brøndholt Nielsen, IR +45 3342 3359
DFDS – Northern Europe's leading seabased transport network.
DFDS employs around 6,000 people, and operates a fleet of approximately 63 ships.
DFDS was founded in 1866 and is quoted on NASDAQ OMX Copenhagen.
Financial performance for DFDS' ro-ro freight routes, port terminals and passenger routes was better than expected in Q2. As a result, the pre-tax profit forecast for the full year, excluding items related to Norfolkline, is upgraded to DKK 275 million.
"Performance was strong in the second quarter due to a combination of increased freight volumes, improved earnings on passenger routes and more efficient operations. We will maintain our focus on streamlining operations and the integration of DFDS and Norfolkline in the second half of the year. The integration process has been underway since 12 July, and is running according to plan," says CEO Niels Smedegaard.
Significant events in Q2 (compared with Q2 2009):
- Revenue rose by 18.4% to DKK 1,951 million
- Operating profit before depreciation (EBITDA) rose by 48.3% to DKK 345 million, excluding costs related to Norfolkline of DKK 16 million
- Pre-tax profit improved by DKK 120 million, to DKK 156 million, excluding costs related to Norfolkline
- Earnings from ro-ro freight routes were boosted by volume growth in all markets and the strengthening of the SEK
- Earnings from passenger routes increased partly as a result of higher demand due to the volcanic ash cloud
- Profit expectation excluding Norfolkline: The expectation for pre-tax profit is upgraded by DKK 75 million to approx. DKK 275 million, excluding items related to Norfolkline
- Profit expectation including Norfolkline: For the combined company, a pre-tax profit of approx. DKK 325 million is expected. After transaction, integration and financing costs of approx. DKK 150 million, the total profit expectation is a pretax profit of approx. DKK 175 million.
Management's statement DFDS
Interim report Q2 2010
Page 2/22
Key Figures DFDS Group
| 2010 | 2009 | 2010 | 2009 | 2009 | |
|---|---|---|---|---|---|
| DKK mill. | Q2 | Q2 | H1 | H1 | Full year |
| Income statement | |||||
| Revenue | 1,951 | 1,648 | 3,562 | 3,079 | 6,556 |
| Ro-Ro Shipping | 917 | 736 | 1,734 | 1,405 | 2,997 |
| Container Shipping | 291 | 287 | 566 | 581 | 1,165 |
| Passenger Shipping | 476 | 443 | 762 | 723 | 1,620 |
| Terminal Services | 179 | 135 | 332 | 263 | 555 |
| Trailer Services | 255 | 201 | 489 | 383 | 776 |
| Non-allocated items | 58 | 50 | 100 | 105 | 189 |
| Eliminations | -225 | -204 | -421 | -381 | -746 |
| Operating profit before depreciation (EBITDA) | 329 | 233 | 429 | 311 | 786 |
| Ro-Ro Shipping | 221 | 135 | 371 | 254 | 519 |
| Container Shipping | 9 | 4 | 9 | 9 | 5 |
| Passenger Shipping | 105 | 105 | 62 | 64 | 314 |
| Terminal Services | 7 | -4 | 11 | -17 | -14 |
| Trailer Services | 3 | 13 | 8 | 25 | 36 |
| Non-allocated items | -16 | -20 | -32 | -24 | -74 |
| Profit on disposal of tangible assets | 1 | 7 | 2 | 10 | 18 |
| Operating profit (EBIT) | 181 | 82 | 137 | 28 | 174 |
| Financing, net | -41 | -46 | -59 | -96 | -154 |
| Profit before tax | 140 | 36 | 78 | -67 | 20 |
| Profit for the period | 136 | 52 | 75 | -43 | 89 |
| Profit for the period after minority interests | 136 | 52 | 74 | -44 | 86 |
| Profit for analytical purposes | 136 | 36 | 74 | -60 | 23 |
| Capital | |||||
| Total assets | - | - | 9,507 | 9,401 | 9,298 |
| DFDS A/S' share of the equity | - | - | 3,766 | 3,461 | 3,641 |
| Total equity | - | - | 3,813 | 3,508 | 3,688 |
| Net interest bearing debt | - | - | 3,857 | 4,169 | 4,067 |
| Invested capital, average | 7,931 | 7,705 | 7,953 | 7,529 | 7,762 |
| Average number of employees | - | - | 3,723 | 4,049 | 3,924 |
| Cash flow | |||||
| Cash flow from operating activities before finance and after tax | 238 | 246 | 386 | 464 | 836 |
| Cash flow from investments | -26 | -608 | -81 | -1,106 | -1,304 |
| Acquisition of companies, activities and minority interests | 0 | -39 | 0 | -39 | -39 |
| Other investments | -26 | -569 | -81 | -1,067 | -1,265 |
| Free cash flow | 213 | -362 | 305 | -642 | -468 |
| Operations and return | |||||
| Number of ships | - | - | 49 | 58 | 51 |
| Revenue growth, % | 18.4 | -25.4 | 15.7 | -25.9 | -20.0 |
| EBITDA-margin, % | 16.9 | 14.1 | 12.0 | 10.1 | 12.0 |
| Operating margin, % | 9.3 | 5.0 | 3.8 | 0.9 | 2.7 |
| Invested capital turnover rate, times | 0.98 | 0.86 | 0.90 | 0.82 | 0.84 |
| Return on invested capital (ROIC) p.a., % | 8.8 | 4.0 | 3.2 | 0.7 | 2.1 |
| Return on equity p.a., % | 14.6 | 4.2 | 4.0 | -3.5 | 0.7 |
| Capital and per share | |||||
| Equity ratio, % | - | - | 40.1 | 37.3 | 39.7 |
| Financial gearing, times | - | - | 1.02 | 1.20 | 1.12 |
| Earnings per share (EPS), DKK | 17.68 | 4.46 | 9.59 | -5.70 | 11.18 |
| Dividend per share, DKK | - | - | - | - | 0.0 |
| Number of shares at the end of the period, '000 | - | - | 8,000 | 8,000 | 8,000 |
| Share price at the end of the period, DKK | - | - | 380 | 283 | 358 |
| Market value, DKK mill. | - | - | 3,040 | 2,264 | 2,864 |
Definitions on page 22.
Page 3/22
Market trends
The increase in volume growth in the Northern European freight markets continued in Q2, especially in the ro-ro and trailer markets. However, growth slowed towards the end of Q2. Rate levels were generally stabilised.
The quarterly number of passengers in the market for passenger shipping was a whole on a level with the same period last year. In April, the market received a boost with the temporary shutdown of European airspace, which mainly impacted price levels.
Integration of DFDS and Norfolkline has started
The process of integrating DFDS and Norfolkline began once the completion of the deal to acquire Norfolkline was announced on 12 July 2010. The most important integration activities in H2 are:
- Integration of freight routes in the North Sea:
- o Port terminal in Killingholme, England, moved to the DFDS terminal in Immingham, early August
- o Expansion of Norfolkline's port terminal in Vlaardingen commenced. Relocation from the DFDS terminal in Maasvlakte is scheduled for Q1 2011
- The merger of DFDS and Norfolkline's organisations is expected to be completed before year-end
- Rebranding of DFDS
- Launching of most of the planned integration projects.
Integration is progressing as expected, with no changes to the previously announced plan, including the annual synergy expectations of DKK 180-220 million.
Q2 financial performance and full-year expectations
Turnover
Group revenue in Q2 rose by 18.4% to DKK 1,951 million. Adjusted for oil-price surcharges, the rise was 14.8%.
Revenue
| Revenue, DKK mill. | Q209 | Q210 Change, % Change | ||
|---|---|---|---|---|
| Ro-Ro Shipping | 736 | 917 | 24.6 | 181 |
| Container Shipping | 287 | 291 | 1.2 | 3 |
| Passenger Shipping | 443 | 476 | 7.6 | 34 |
| Terminal Services | 135 | 179 | 32.5 | 44 |
| Trailer Services | 201 | 255 | 27.3 | 55 |
| Eliminations etc. | -154 | -167 | 8.4 | -13 |
| DFDS Group | 1,648 | 1,951 | 18.4 | 303 |
Ro-Ro Shipping generated 60% of the increase, mainly due to higher volumes but also due to higher revenue from oil-price surcharges. The increase in freight volumes also increased revenue in Terminal Services. The higher revenue in Trailer Services was due to general market growth and to the effect of the acquisition of German trailer activities in late 2009. Passenger Shipping's revenue rose by 7.6%, mainly driven by higher ticket and onboard revenue per passenger as a result of increased demand due to the closure of European airspace in April.
Operating profit before depreciation (EBITDA)
Group EBITDA for Q2 rose by 48.3% to DKK 345 million, excluding costs related to Norfolkline, which amounted to DKK 16 million during the quarter.
The improved performance was mainly driven by Ro-Ro Shipping, which made particular progress in the Baltic and the North Sea. The result for Passenger Shipping includes a one-off cost of DKK 8 million, comprising salary adjustments for prior years related to seafarers. In 2009, the result included an income of DKK 8 million from bunker hedging. Adjusted for these items, Passenger Shipping's performance improved by DKK 16 million in Q2.
Trailer Services' result was reduced by DKK 10 million, solely due to higher costs incurred by the business area's Belgian company. The non-allocated items include income of DKK 10 million for chartering out of a passenger ship, which in early 2010 was transferred to non-allocated items from Passenger Shipping. The improvement was also due to lower costs and timing differences.
The Group EBITDA margin increased from 14.1% to 17.7% in Q2, excluding costs related to Norfolkline.
Operating profit before depreciation (EBITDA)
| EBITDA, DKK mill. | Q209 | Q210 Change, % Change | ||
|---|---|---|---|---|
| Ro-Ro Shipping | 135 | 221 | 63.6 | 86 |
| Container Shipping | 4 | 9 | 107.1 | 5 |
| Passenger Shipping | 105 | 105 | 0.7 | 0 |
| Terminal Shipping | -4 | 7 | n.a. | 11 |
| Trailer Shipping | 13 | 3 | -74.4 | -10 |
| Costs re Norfolkline | 0 | -16 | n.a. | -16 |
| Non-allocated items | -20 | 0 | n.a. | 20 |
| DFDS Group | 233 | 329 | 41.4 | 96 |
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Profits, depreciation, write-downs and operating profit (EBIT)
Depreciation in Q2 was DKK 10 million lower than in the same period last year due to a write-down of DKK 18 million on a passenger ship in 2009. Adjusted for this, depreciation rose DKK 8 million, primarily as a result of the net addition of tonnage in 2009.
EBIT for Q2 2010, excluding costs related to Norfolkline, was therefore DKK 198 million, an improvement of 142%.
Profits on disposals and depreciation, Group
| DKK mill. | Q209 | Q210 Change, % Change | ||||
|---|---|---|---|---|---|---|
| EBITDA | 233 | 329 | 41 | 96 | ||
| Associated companies | 1 | 1 | 0 | 0 | ||
| Profit on disposals | 7 | 1 | -86 | -6 | ||
| Depreciation | -160 | -151 | -6 | 9 | ||
| Goodwill/neg. goodwill | 1 | 1 | 0 | 0 | ||
| EBIT | 82 | 181 | 121 | 99 |
Financing
The net cost of financing in Q2 was DKK 41 million, DKK 5 million lower than 2009, mainly due to lower interest rates.
Finance, net, Group
| DKK mill. | Q209 | Q210 Change, % Change | |||||
|---|---|---|---|---|---|---|---|
| Interest, net | -42 | -36 | -14 | 6 | |||
| Financial gains/losses | 3 | 0 | -100 | -3 | |||
| Other items | -7 | -5 | -29 | 2 | |||
| Total | -46 | -41 | -11 | 5 |
Pre-tax profit
Pre-tax profit for Q2, excluding costs related to Norfolkline, was DKK 156 million, an improvement of DKK 120 million.
Balance sheet, investments and cash flow
Total assets at the end of H1 amounted to DKK 9.5 billion, an increase of 2.2% compared to the end of 2009 and an increase of 1.1% compared to the end of H1 2009.
Investments amounted to DKK 26 million in Q2 and DKK 81 million in H1, of which DKK 65 million was related to docking of ships.
Free cash flow from operations was DKK 213 million in Q2, including the negative impact of an increase in working capital of DKK 89 million. The latter was due to cash funds tied up as a result of the higher level of activity and timing differences.
Equity
Equity increased by DKK 125 million in H1 2010 to DKK 3,813 million at the end of the period. In addition to the profit from the period of DKK 75 million, equity was increased by value adjustments of foreign companies and income of DKK 16 million from the sale of rights related to treasury shares.
Invested capital and ROIC
The average invested capital in Q2 was DKK 7,931 million, an increase of 2.9% in relation to the same period last year and a slight reduction compared to Q1 2010. The year's low level of investment, excluding acquisitions, is thus reducing the invested capital.
The return on invested capital in Q2 was 8.8%, an improvement of 4.8 ppt compared to the same period in 2009.
Subsequent events
The acquisition of Norfolkline was completed 12 July 2010. There have been no other significant events since the end of Q2 2010.
Profit expectations 2010 – excluding Norfolkline
These expectations relate exclusively to DFDS – the calculations do not include items related to Norfolkline. Expected earnings from Norfolkline have thus not been included, nor have the transaction or integration costs.
DFDS' performance in Q2 was better than expected compared to the last profit expectation announced in early May 2010. The improvement is due to higher growth in the ro-ro market than expected, more efficient operations, and higher earnings on passenger routes partly as a result of the volcanic ash cloud.
Growth in the ro-ro market slowed towards the end of Q2, and the passenger market has normalised. Growth is therefore expected to slow down somewhat
Management's statement DFDS
Interim report Q2 2010
Page 5/22
during the rest of 2010. Against this background, the fullyear profit forecast is upgraded as follows:
- Revenue is expected to increase by approx. 12–14%. Previously, an increase of approx. 10% was expected. The rise is due primarily to a higher level of activity for the business areas Ro-Ro Shipping and Terminal Services
- Operating profit before depreciation (EBITDA) is expected to rise by approx. 25%. Previously, an increase of 15–17% was expected
- Investments are expected to remain around DKK 150 million.
Overall, pre-tax profit of approx. DKK 275 million is expected for the full year. Previously, a pre-tax profit of approx. DKK 200 million was expected.
Profit expectations 2010 – including Norfolkline
A pre-tax profit of approx. DKK 50 million is expected for Norfolkline in H2. A full-year pre-tax profit of approx. DKK 325 million is therefore expected for the combined company.
In addition, costs will be incurred related to the transaction of around DKK 50 million, net integration costs of around DKK 80 million in H2, and financing costs of DKK 20 million, likewise in H2, as a result of the increase in debt financing in connection with the acquisition. The cost of these items total DKK 150 million.
The total pre-tax profit is thus expected to be approx. DKK 175 million.
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Ro-Ro Shipping
Ro-Ro Shipping operates a route network based on ro-ro and ro-pax tonnage in the North Sea and Baltic Sea. The main customer groups consist of haulage and freight companies, and manufacturers of heavy industrial goods.
| 2009 | 2010 | 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| DKK mill. | Q1 | Q2 | Q3 | Q4 | Full year | Q1 | Q2 | H1 | H1 |
| Revenue | 669 | 736 | 798 | 794 | 2.997 | 817 | 917 | 1.734 | 1.405 |
| Operating profit before depreciation (EBITDA) | 119 | 135 | 132 | 133 | 519 | 150 | 221 | 371 | 254 |
| Depreciation | -63 | -69 | -73 | -82 | -287 | -74 | -75 | -149 | -132 |
| Operating profit (EBIT) | 56 | 66 | 59 | 51 | 232 | 76 | 146 | 222 | 122 |
| Operating profit margin (EBIT), % | 8,4 | 9,0 | 7,4 | 6,4 | 7,7 | 9,3 | 15,9 | 12,8 | 8,7 |
| Invested capital, average | 4.510 | 4.916 | 5.256 | 5.320 | 4.965 | 5.316 | 5.337 | 5.322 | 4.728 |
| Return on invested capital (ROIC) p.a., % | 4,7 | 5,0 | 4,4 | 3,6 | 4,4 | 5,8 | 10,4 | 7,8 | 4,9 |
| Lanemetres, '000 | 2.139 | 2.274 | 2.327 | 2.457 | 9.197 | 2.439 | 2.665 | 5.104 | 4.413 |
| Passengers (Baltic Sea), '000 | 63 | 94 | 129 | 77 | 363 | 76 | 110 | 186 | 157 |
Market trends
Volume growth in the ro-ro market remained positive in Q2 2010 in most Northern European regions. In the Baltic, the highest growth was generated in mid-Baltic Sea region, while traffic volumes between the south of Sweden and Germany remained low. In Kattegat and on the North Sea, growth remained positive. On the English Channel, Eurotunnel increased its market share significantly in Q2 by reducing rates. Exclusive of Eurotunnel, volumes were lower.
Activity trends
The number of transported lane metres rose 17.2% in Q2 compared to same period last year, due to growth in all route areas: the Baltic Sea, the North Sea and the Continental routes.
Routes in the Baltic Sea achieved volume growth of 33.3% as a result of general growth, expansion of the market area on the Continent, and some reduction of DFDS' and competitors' ro-ro capacity in the region. The rate level declined somewhat in the market.
The North Sea routes achieved volume growth of 16.3%. Freight rates also rose due to the strengthening of SEK. The level of activity was higher for both haulage and industrial customers, particularly in the automobile industry.
Continental routes achieved volume growth of 14.0% on the back of stable freight rates.
In early August 2010, DFDS had five ships chartered out. No excess tonnage is expected in the rest of the year.
Financial performance
Revenue for Q2 rose by 24.6% to DKK 917 million. Adjusted for oil-price surcharges, the rise was 16.8%. Adjusted for lower revenue from chartering out tonnage, the increase was 23.1%.
Operating profit before depreciation (EBITDA) for Q2 rose by 63.7% to DKK 221 million. The increase was due, first and foremost, to higher activity, improved capacity utilisation and stabilisation of freight rates. The oil price per ton increased by approx. 60% and resulted in higher bunker costs, which were largely offset by oilprice surcharges. The result for Q2 2009 included a net income of DKK 14 million from hedging transactions.
Depreciation for the quarter rose by DKK 6 million compared to the same period last year as a result of the addition and extension of tonnage, primarily in Q2–4 2009.
Return on invested capital in Q2 was 10.8% (5.0%) p.a.
Page 7/22
Container Shipping
Container Shipping operate route networks based on lo-lo tonnage in the North Sea, the Irish Sea and the north of Spain. The main customer groups are importers, exporters and manufacturers of heavy industrial goods.
| 2009 | 2010 | 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| DKK mill. | Q1 | Q2 | Q3 | Q4 | Full year | Q1 | Q2 | H1 | H1 |
| Revenue | 294 | 287 | 286 | 298 | 1.165 | 275 | 291 | 566 | 581 |
| Operating profit before depreciation (EBITDA) | 5 | 4 | 0 | -4 | 5 | 0 | 9 | 9 | 9 |
| Associates | 0 | 1 | 0 | 0 | 1 | 0 | 0 | 0 | 1 |
| Profit/loss on disposal of tangible assets | 2 | 7 | 0 | 0 | 9 | 0 | 0 | 0 | 9 |
| Depreciation | -14 | -13 | -10 | -13 | -50 | -11 | -11 | -22 | -27 |
| Operating profit (EBIT) | -7 | -1 | -10 | -17 | -35 | -11 | -2 | -13 | -8 |
| Operating profit margin (EBIT), % | -2,4 | -0,3 | -3,5 | -5,7 | -3,0 | -4,0 | -0,7 | -2,3 | -1,4 |
| Invested capital, average | 615 | 615 | 602 | 617 | 617 | 619 | 629 | 624 | 607 |
| Return on invested capital (ROIC) p.a., % | -4,1 | -1,2 | -6,2 | -9,4 | -5,4 | -7,2 | -0,8 | -3,7 | -2,7 |
| Tons, '000 | 450 | 425 | 449 | 406 | 1.730 | 347 | 420 | 767 | 875 |
| Containers, '000 | 22 | 22 | 21 | 21 | 86 | 20 | 22 | 42 | 44 |
Market trends
Volumes in the container market in the North Sea are rising, while growth in the market between Ireland and the Continent is stagnating and price pressure prevails. Rising haulage costs on the Continent are also increasing the pressure on the margins for door–door transport solutions. In the industrial sector, growth in paper production remains low. The market for operating small tramp ships has improved from its previous low level.
Activity trends
Container activities in the North Sea achieved improved financial performance in Q2 due to increased activity and the adjustment of cost levels through vessel sharing agreements with other shipping companies. The cost level for container activities between Ireland and the Continent has also been adapted, but lower capacity utilisation and price pressure in the market resulted in a small reduction in financial performance.
An external strike in Norway and significantly lower volumes (primarily related to paper products) had a negative impact on the quarterly results for the industrial logistics activities.
The result for charter activities continued to improve in Q2 due to better market conditions and more competitive rates for chartered tonnage.
Financial performance
Revenue for Q2 rose by 1.4% to DKK 291 million. Higher revenue for container activities in the North Sea and for chartering activities offset lower revenue from industrial activities.
Operating profit before depreciation (EBITDA) for Q2 increased by DKK 5 million to DKK 9 million. The improvement in financial performance can primarily be attributed to charter activities, while the result for other activities as a whole was on a par with 2009.
Depreciation for the quarter was DKK 2 million lower as a result of the return of financially leased ships in 2009.
Return on invested capital was -0.8% (-1.2%) p.a. in Q2.
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Passenger Shipping
Passenger Shipping operate passenger routes based on cruise-ferry tonnage in the North Sea and Kattegat/Skagerrak. The most important customer groups are car passengers, Mini-Cruise passengers, conferences and tour operators. In addition, DFDS Canal Tours operates tours around the canals of Copenhagen.
| 2009 | 2010 | 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| DKK mill. | Q1 | Q2 | Q3 | Q4 | Full year | Q1 | Q2 | H1 | H1 |
| Revenue | 280 | 443 | 545 | 352 | 1.620 | 286 | 476 | 762 | 723 |
| Operating profit before depreciation (EBITDA) | -41 | 105 | 187 | 63 | 314 | -43 | 105 | 62 | 64 |
| Depreciation | -44 | -62 | -45 | -60 | -211 | -40 | -40 | -80 | -106 |
| Operating profit (EBIT) | -85 | 43 | 142 | 3 | 103 | -83 | 65 | -18 | -42 |
| Operating profit margin (EBIT), % | -30,4 | 9,7 | 26,1 | 0,9 | 6,4 | -29,0 | 13,7 | -2,4 | -5,8 |
| Invested capital, average | 1.758 | 1.693 | 1.659 | 1.644 | 1.693 | 1.509 | 1.365 | 1.453 | 1.725 |
| Return on invested capital (ROIC) p.a., % | -18,2 | 9,6 | 33,1 | 0,7 | 5,7 | -22,4 | 18,3 | -2,3 | -4,6 |
| Passengers, '000 | 249 | 368 | 427 | 279 | 1.323 | 251 | 373 | 624 | 617 |
Market trends
Demand for sea transport rose substantially in April 2010, when European airspace was shut down as a result of the volcanic ash cloud. The primary effect of this was an increase in ticket prices. Compared with Q2 2009, the activity level was lower in the Kattegat area, the southern Baltic Sea and the Irish Sea. There was, however, some growth on the rest of the Baltic Sea, the English Channel and the southern part of the North Sea.
Activity trends
The number of passengers in Q2 increased by 1.4% compared to the same period in 2009.
On the Copenhagen-Oslo route, the number of passengers rose by 1.3% during the quarter. Average ticket and onboard revenue per passenger rose by 11.1% as a result of a period of increased demand for sea transport due to the ash cloud.
On the Amsterdam-Newcastle route, the number of passengers rose by 2.5%. Average revenue per passenger was also positively affected by the ash cloud, and rose by 3.9%.
On the Esbjerg–Harwich route, the number of departures in the quarter decreased by 9.4% compared
to 2009 due to docking, and the number of passengers was 3.2% lower than in 2009. The average revenue per passenger increased by 9.9%.
Financial performance
Revenue for Q2 was DKK 476 million, an increase of 7.4% compared to the same period last year. Adjusted for revenue from chartering out a passenger ship in 2009, the increase was 9.3%.
Operating profit before depreciation (EBITDA) for Q2 was DKK 105 million, including a one-off cost of DKK 8 million related to adjustment of wages at sea in prior years. EBITDA in 2009 also included income of DKK 8 million from bunker hedging. Adjusted for these items, EBITDA rose by DKK 16 million in the quarter, with most of the increase generated by the Copenhagen-Oslo route. Bunker costs rose by DKK 17 million during the quarter, of which approx. two-thirds was offset by oil-price surcharges.
Return on invested capital was 18.3% (9.6%) p.a. in Q2.
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Terminal Services
Terminal Services operates own terminals in Denmark, England, the Netherlands and Norway, which mainly process unit loads, e.g. trailers, containers, automobiles and industrial goods. Some terminals also process passengers.
| 2009 | 2010 | 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| DKK mill. | Q1 | Q2 | Q3 | Q4 | Full year | Q1 | Q2 | H1 | H1 |
| Revenue | 128 | 135 | 145 | 147 | 555 | 153 | 179 | 332 | 263 |
| Operating profit before depreciation (EBITDA) | -13 | -4 | -1 | 4 | -14 | 4 | 7 | 11 | -17 |
| Associates | 0 | 0 | 0 | 1 | 1 | 0 | 1 | 1 | 0 |
| Profit/loss on disposal of tangible assets | 0 | 0 | 0 | 1 | 1 | 0 | 0 | 0 | 0 |
| Depreciation | -5 | -6 | -6 | -5 | -22 | -6 | -6 | -12 | -11 |
| Operating profit (EBIT) before special items | -18 | -10 | -7 | 1 | -34 | -2 | 2 | 0 | -28 |
| Operating profit margin (EBIT), % | -14,1 | -7,4 | -4,8 | 0,7 | -6,1 | -1,3 | 1,1 | 0,0 | -10,6 |
| Invested capital, average | 314 | 321 | 321 | 300 | 312 | 283 | 284 | 285 | 320 |
| Return on invested capital (ROIC) p.a., % | -22,1 | -11,7 | -7,9 | 0,6 | -10,4 | -2,9 | 2,8 | 0,0 | -16,8 |
| Tons, '000 | 3.246 | 3.356 | 3.552 | 3.848 | 14.002 | 3.817 | 3.911 | 7.728 | 6.602 |
Market trends
As a result of a high proportion of internal sales, mainly to Ro-Ro Shipping, the market trends are closely linked to that business area. The market trend for third-party volumes, including project loads, was positive in Q2.
Activity trends
Most terminals, particularly Immingham and Maasvlakte, improved financial performance in Q2 due to higher volumes from own routes and from third-party customers. In Maasvlakte, the proportion of break-bulk increased in advance of the relocation of the call on the ro-ro route from Immingham to Norfolkline's port terminal in Vlaardingen in Q1 2011. Operations at
DFDS Nordic Terminal in Immingham were further improved in Q2.
Financial performance
Revenue in Q2 rose by 32.6% to DKK 179 million. The rise is due to increased internal and external activity in Immingham, and to increased break-bulk activity in Maasvlakte.
Operating profit before depreciation (EBITDA) for Q2 was DKK 7 million, an improvement of DKK 11 million, of which the majority was due to improved earnings at the DFDS Nordic Terminal in Immingham and, to a lesser extent, at Maasvlakte.
Return on invested capital was 2.8% (-11.7%) p.a. in Q2.
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Trailer Services
Trailer Services operates trailer companies in Norway, Sweden, Denmark, Finland, Germany, Belgium, the Netherlands, Great Britain and Ireland, which primarily service the market by providing transport solutions for full loads using DFDS' route network.
| 2009 | 2010 | 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| DKK mill. | Q1 | Q2 | Q3 | Q4 | Full year | Q1 | Q2 | H1 | H1 |
| Revenue | 182 | 201 | 195 | 198 | 776 | 234 | 255 | 489 | 383 |
| Operating profit before depreciation (EBITDA) | 12 | 13 | 7 | 4 | 36 | 5 | 3 | 8 | 25 |
| Profit/loss on disposal of tangible assets | 0 | 1 | 1 | 4 | 6 | 1 | 1 | 2 | 1 |
| Depreciation | -6 | -8 | -9 | -8 | -31 | -8 | -8 | -16 | -14 |
| Operating profit (EBIT) | 6 | 6 | -1 | 0 | 11 | -2 | -4 | -6 | 12 |
| Operating profit margin (EBIT), % | 3,3 | 3,0 | -0,5 | 0,0 | 1,4 | -0,9 | -1,6 | -1,2 | 3,1 |
| Invested capital, average | 229 | 243 | 285 | 284 | 260 | 256 | 267 | 263 | 244 |
| Return on invested capital (ROIC) p.a., % | 9,7 | 8,5 | 0,1 | -0,5 | 4,1 | -2,7 | -5,3 | -3,8 | 9,0 |
| Shipments, '000 | 16 | 17 | 16 | 18 | 67 | 21 | 22 | 43 | 33 |
Market trends
Like the freight market for ro-ro shipping, activity generally increased in the trailer market in Q2 2010. However, growth began to slow down towards the end of the quarter. The market is characterised by general price pressure, and in some areas haulage capacity is lacking.
Activity trends
The total number of shipments rose by 29.4% in Q2. In December 2009, trailer activities between North Germany and Great Britain were acquired by a German transport and logistics company. Adjusted for these activities, the number of consignments increased by 10.5%.
With the exception of the Danish activities, the level of activity increased in all companies. However, margins were generally under pressure by greater empty positioning of trailers as a result of imbalances in traffic, as well as external strikes in Finland and Norway.
In addition to the above factors, earnings in the Belgian company suffered from ongoing unsatisfactory price and cost controls. Implementation of DFDS' "doorto-door" IT system in the Belgian company is expected
to be completed in September, and operational improvements are expected by year-end.
Financial performance
Revenue for Q2 rose by 26.9% to DKK 255 million. Approx. half of the increase can be attributed to the acquisition of German trailer activities in December 2009. The rest of the improvement is largely related to increased activity by the Swedish and Belgian companies. The level of activity by the Danish company was on a par with 2009.
Operating profit before depreciation (EBITDA) was reduced by 76.9% to DKK 3 million, a decrease of DKK 10 million. The decline was due to lower earnings in the business area's Belgian company, partly as a result of not achieving coverage of higher costs caused by oil price increases and exchange-rate fluctuations, but also due to imbalances in traffic and the cost of implementing new systems. The overall result for the other activities was on a par with 2009, as the addition of the new German activities reduced the margin.
Return on invested capital in Q2 was -5.3% (8.5%) p.a.
Page 11/22
Statement by the Executive Board and Board of Directors
The Board of Directors and the Executive Board have today discussed and approved the interim financial report for the period 1 January – 30 June 2010 for DFDS A/S.
The interim financial report, which has not been audited or reviewed by the company's accountant, has been prepared in accordance with IAS 34, "Presentation of Interim Financial Statements", as adopted by the EU, and in accordance with additional Danish disclosure requirements for interim financial reports for listed companies.
We consider the interim financial report to provide a true and fair view of the Group's assets, liabilities and financial position at 30 June 2010 and of the result of the Group's operations and cash flows for the period 1 January – 30 June 2010.
We also consider the management's review to contain a fair account of the development of the Group's activities and financial position, the profit for the period and of the Group's financial position as a whole as well as a description of the most significant risks and uncertainties faced by the Group.
Copenhagen, 18 August 2010
Executive Board
Niels Smedegaard Torben Carlsen CEO CFO
Board of Directors
Bent Østergaard Vagn Sørensen Søren Skou Chairman Deputy Chairman Deputy Chairman
Anders Moberg Thomas Mørk* Ingar Skaug
Claus Arnhild* Michael Helbo* Jill Lauritzen Melby
Lene Skole
* Employee elected board members
Page 12/22
DFDS Group – Income Statement
| 2010 | 2009 | 2010 | 2009 | 2009 | |
|---|---|---|---|---|---|
| DKK mill. | Q2 | Q2 | H1 | H1 | Full year |
| Revenue | 1,951.2 | 1,648.3 | 3,561.8 | 3,079.0 | 6,555.5 |
| Costs: | |||||
| Operating costs related to ships | -1,036.3 | -818.0 | -2,004.4 | -1,611.0 | -3,391.6 |
| Charter hire | -135.1 | -162.4 | -285.1 | -316.2 | -661.5 |
| Staff costs | -339.3 | -336.0 | -651.9 | -659.2 | -1,325.6 |
| Other costs of operation, sales and administration | -111.4 | -99.2 | -191.5 | -181.8 | -390.4 |
| Of this, costs regarding Norfolkline | -16.2 | 0.0 | -20.8 | 0.0 | -17.6 |
| Total costs | -1,622.1 | -1,415.6 | -3,132.9 | -2,768.2 | -5,769.1 |
| Operating profit before depreciation (EBITDA) | 329.1 | 232.7 | 428.9 | 310.8 | 786.4 |
| Share of profit of associates | 0.5 | 0.8 | 0.6 | 1.2 | 1.4 |
| Profit/loss on disposal of tangible assets | 0.9 | 7.2 | 2.3 | 10.4 | 17.6 |
| Depreciation and impairment | |||||
| Ships | -120.2 | -112.5 | -236.1 | -217.4 | -448.1 |
| Other fixed assets | -29.2 | -28.9 | -59.5 | -59.5 | -124.1 |
| Impairment losses for ships and other non-current assets | 0.0 | -18.0 | 0.0 | -18.0 | -60.7 |
| Value adjustment goodwill/negative goodwill | 0.3 | 0.5 | 0.7 | 0.9 | 1.5 |
| Total depreciation and impairment | -149.1 | -158.9 | -294.9 | -294.0 | -631.4 |
| Operating profit (EBIT) | 181.4 | 81.8 | 136.9 | 28.4 | 174.0 |
| Financial income | 85.2 | 16.9 | 109.3 | 54.5 | 34.2 |
| Financial expenses | -126.5 | -62.8 | -168.1 | -150.0 | -188.5 |
| Finance, net | -41.3 | -45.9 | -58.8 | -95.5 | -154.3 |
| Profit before tax | 140.1 | 35.9 | 78.1 | -67.1 | 19.7 |
| Tax on profit | -3.7 | 16.4 | -3.6 | 24.5 | 69.1 |
| Profit for the period | 136.4 | 52.3 | 74.5 | -42.6 | 88.8 |
| Attributable to: | |||||
| Equity holders of DFDS A/S | 135.5 | 51.7 | 73.5 | -43.7 | 85.7 |
| Minority interests | 0.9 | 0.6 | 1.0 | 1.1 | 3.1 |
| 136.4 | 52.3 | 74.5 | -42.6 | 88.8 | |
| Basic earnings per share (EPS) of DKK 100 | 17.68 | 4.46 | 9.59 | -5.70 | 11.18 |
| Diluted earnings per share (EPS-D) of DKK 100 | 17.68 | 4.46 | 9.59 | -5.70 | 11.18 |
Page 13/22
DFDS Group - Comprehensive income
| 2010 | 2009 | 2010 | 2009 | 2009 | |
|---|---|---|---|---|---|
| DKK mill. | Q2 | Q2 | H1 | H1 | Full year |
| Profit for the period | 136,4 | 52,3 | 74,5 | -42,6 | 88,8 |
| Other comprehensive income | |||||
| Value adjustment of hedging instruments | -37,3 | 42,4 | -54,9 | 82,1 | 73,4 |
| Value adjustment of hedging instruments transferred to revenue Value adjustment of hedging instruments transferred to operating |
-0,1 | -2,5 | -0,1 | -7,4 | 5,7 |
| expenses | 19,3 | -22,0 | 9,2 | -37,2 | -63,8 |
| Value adjustment of hedging instruments transferred to financial | |||||
| expenses | 10,2 | 6,2 | 21,0 | 6,2 | 25,1 |
| Tax of equity movements | 0,0 | 0,0 | 0,0 | 0,0 | 0,0 |
| Currency translation, foreign companies | 16,7 | 5,2 | 63,7 | 41,8 | 94,3 |
| Revaluation of securities | -2,1 | 0,5 | -5,2 | 3,9 | 5,6 |
| Comprehensive income for the period | 143,1 | 82,1 | 108,2 | 46,8 | 229,1 |
| Comprehensive income for the period is attributed to | |||||
| Equity holders of DFDS A/S | 142,3 | 81,8 | 107,2 | 45,8 | 225,7 |
| Minority interests | 0,8 | 0,3 | 1,0 | 1,0 | 3,4 |
| 143,1 | 82,1 | 108,2 | 46,8 | 229,1 |
Page 14/22
DFDS Group - Balance Sheet, Assets
| 30.06. | 30.06. | 31.12. | |
|---|---|---|---|
| DKK mill. | 2010 | 2009 | 2009 |
| Non-current assets | |||
| Goodwill | 350.9 | 337.9 | 343.9 |
| Other non-current intangible assets | 6.0 | 25.2 | 15.2 |
| Software | 59.1 | 59.3 | 59.4 |
| Development projects in progress | 10.2 | 6.9 | 6.0 |
| Total non-current intangible assets | 426.2 | 429.3 | 424.5 |
| Buildings | 75.1 | 76.2 | 75.3 |
| Terminals | 286.1 | 297.0 | 278.4 |
| Ships | 6,846.3 | 6,508.6 | 6,864.0 |
| Equipment, etc. | 284.1 | 320.9 | 298.8 |
| Work in progress and prepayments | 6.5 | 199.4 | 9.3 |
| Total non-current tangible assets | 7,498.1 | 7,402.1 | 7,525.8 |
| Investments in associates | 4.0 | 5.2 | 4.8 |
| Receivables | 25.3 | 28.6 | 24.8 |
| Securities | 25.8 | 29.4 | 30.1 |
| Deferred tax assets | 113.4 | 104.3 | 102.7 |
| Total other non-current assets | 168.5 | 167.5 | 162.4 |
| Total non-current assets | 8,092.8 | 7,998.9 | 8,112.7 |
| Inventories | 73.5 | 80.9 | 76.8 |
| Trade receivables | 935.0 | 715.4 | 721.6 |
| Amounts owed by associates | 6.4 | 2.9 | 2.8 |
| Other receivables and current assets | 110.2 | 138.4 | 96.2 |
| Prepayments | 123.9 | 91.7 | 122.3 |
| Cash at bank and in hand | 165.1 | 205.5 | 154.6 |
| 1,414.1 | 1,234.8 | 1,174.3 | |
| Assets classified as held for sale | 0.0 | 167.0 | 11.0 |
| Total current assets | 1,414.1 | 1,401.8 | 1,185.3 |
| Total assets | 9,506.9 | 9,400.7 | 9,298.0 |
Page 15/22
DFDS Group - Balance Sheet, Equity and Liabilities
| 30.06. | 30.06. | 31.12. | |
|---|---|---|---|
| DKK mill. | 2010 | 2009 | 2009 |
| Equity | |||
| Share capital | 800.0 | 800.0 | 800.0 |
| Reserves | -135.4 | -219.9 | -169.1 |
| Retained earnings | 3,101.0 | 2,880.7 | 3,009.8 |
| Total equity attributable to equity holders of DFDS A/S | 3,765.6 | 3,460.8 | 3,640.7 |
| Minority interests | 47.0 | 47.2 | 47.1 |
| Total equity | 3,812.6 | 3,508.0 | 3,687.8 |
| Interest bearing liabilities | 3,052.0 | 3,269.8 | 3,073.7 |
| Deferred tax | 173.7 | 155.0 | 162.1 |
| Pension and jubilee liabilities | 190.5 | 191.9 | 178.9 |
| Total non-current liabilities | 3,416.2 | 3,616.7 | 3,414.7 |
| Interest bearing liabilities | 938.7 | 997.8 | 1,126.4 |
| Trade payables | 333.6 | 332.0 | 315.0 |
| Amounts owed by associates | 0.3 | 2.5 | 0.0 |
| Other provisions | 6.2 | 9.7 | 6.2 |
| Corporation tax | 32.3 | 23.6 | 26.4 |
| Other payables | 783.9 | 674.4 | 648.0 |
| Deferred income | 183.1 | 151.0 | 73.5 |
| 2,278.1 | 2,191.0 | 2,195.5 | |
| Liabilities related to assets held for sale | 0.0 | 85.0 | 0.0 |
| Total current liabilities | 2,278.1 | 2,276.0 | 2,195.5 |
| Total liabilites | 5,694.3 | 5,892.7 | 5,610.2 |
| Total equity and liabilities | 9,506.9 | 9,400.7 | 9,298.0 |
Page 16/22
DFDS Group - Statement of changes in equity
| Share capital | Reserves | Retained | Total equity | Minority | Total | ||||
|---|---|---|---|---|---|---|---|---|---|
| Currency | Hedging | Revaluation | Treasury | earnings | attributable to | interests | |||
| DKK mill. | translation | of securities | shares | equity holders of | |||||
| Equity at 1 January 2009 | 800.0 | -175.9 | -102.9 | 3.3 | -34.0 | 2,923.4 | 3,413.9 | 70.6 | 3,484.5 |
| Equity movements H1 2009 | |||||||||
| Comprehensive income for the period | |||||||||
| Profit for the period | -43.7 | -43.7 | 1.1 | -42.6 | |||||
| Other comprehensive income Value adjustment of hedging instruments |
82.1 | 82.1 | 82.1 | ||||||
| Value adjustment of hedging instruments transferred to | |||||||||
| revenue | -7.5 | -7.5 | -7.5 | ||||||
| Value adjustment of hedging instruments transferred to operating expenses |
-37.1 | -37.1 | -37.1 | ||||||
| Value adjustment of hedging instruments transferred to | |||||||||
| financial expenses Currency translation, foreign companies |
41.7 | 6.2 | 6.2 41.7 |
0.1 | 6.2 41.8 |
||||
| Revaluation of securities | 3.9 | 3.9 | 3.9 | ||||||
| Comprehensive income for the period | 0.0 | 41.7 | 43.7 | 3.9 | 0.0 | -43.7 | 45.6 | 1.2 | 46.8 |
| Disposal of minority interests | 0.0 | -24.6 | -24.6 | ||||||
| Vested re. share-based payment | 0.9 | 0.9 | 0.9 | ||||||
| Sale of treasury shares related to exercise of share options | 0.3 | 0.5 | 0.8 | 0.8 | |||||
| Other adjustments | -0.4 | -0.4 | -0.4 | ||||||
| Equity movements H1 2009 | 0.0 | 41.7 | 43.7 | 3.9 | 0.3 | -42.7 | 46.9 | -23.4 | 23.5 |
| Equity at 30 June 2009 | |||||||||
| 800.0 | -134.2 | -59.2 | 7.2 | -33.7 | 2,880.7 | 3,460.8 | 47.2 | 3,508.0 | |
| Equity at 1 January 2010 | 800.0 | -82.0 | -62.4 | 9.0 | -33.7 | 3,009.8 | 3,640.7 | 47.1 | 3,687.8 |
| Equity movements H1 2010 | |||||||||
| Comprehensive income for the period | |||||||||
| Profit for the period | 73.5 | 73.5 | 1.0 | 74.5 | |||||
| Other comprehensive income | |||||||||
| Value adjustment of hedging instruments Value adjustment of hedging instruments transferred to |
-54.9 | -54.9 | -54.9 | ||||||
| revenue | -0.1 | -0.1 | -0.1 | ||||||
| Value adjustment of hedging instruments transferred to operating expenses |
9.2 | 9.2 | 9.2 | ||||||
| Value adjustment of hedging instruments transferred to | |||||||||
| financial expenses | 21.0 | 21.0 | 21.0 | ||||||
| Currency translation, foreign companies Revaluation of securities |
63.7 | -5.2 | 63.7 -5.2 |
0.0 | 63.7 -5.2 |
||||
| Comprehensive income for the period | 0.0 | 63.7 | -24.8 | -5.2 | 0.0 | 73.5 | 107.2 | 1.0 | 108.2 |
| Sale of warrants | 16.2 | 16.2 | 16.2 | ||||||
| Disposal of minority interests | 0.0 | -1.1 | -1.1 | ||||||
| Vested re. share-based payment Other adjustments |
0.4 1.1 |
0.4 1.1 |
0.4 1.1 |
||||||
| Equity movements H1 2010 | 0.0 | 63.7 | -24.8 | -5.2 | 0.0 | 91.2 | 124.9 | -0.1 | 124.8 |
| Equity at 30 June 2010 | 800.0 | -18.3 | -87.2 | 3.8 | -33.7 | 3,101.0 | 3,765.6 | 47.0 | 3,812.6 |
Page 17/22
DFDS Group - Cash Flow Statement
| 2010 | 2009 | 2010 | 2009 | 2009 | |
|---|---|---|---|---|---|
| DKK mill. | Q2 | Q2 | H1 | H1 | Full year |
| Operating profit before depreciation (EBITDA) | 329.1 | 232.7 | 428.9 | 310.8 | 786.4 |
| Adjustments for non-liquid operating items, etc. | 1.5 | 2.1 | -3.3 | 3.8 | 8.3 |
| Change in working capital | -89.6 | 13.2 | -29.8 | 170.8 | 86.7 |
| Payment of pension liabilities and other provisions | -2.6 | -2.0 | -3.8 | -4.1 | -20.5 |
| Cash flow from operating activities, gross | 238.4 | 246.0 | 392.0 | 481.3 | 860.9 |
| Interest income | 10.2 | 10.1 | 40.8 | 35.3 | 70.1 |
| Interest expenses | -52.2 | -90.8 | -107.2 | -147.3 | -262.1 |
| Taxes paid | -1.5 | -4.9 | -5.6 | -17.1 | -25.1 |
| Cash flow from operating activities, net | 194.9 | 160.4 | 320.0 | 352.2 | 643.8 |
| Ships | -18.6 | -532.4 | -64.7 | -1,000.6 | -1,190.7 |
| Buildings and terminals | -0.1 | -0.6 | -0.6 | -1.9 | -1.4 |
| Equipment, etc. | -5.1 | -26.5 | -8.2 | -51.0 | -51.9 |
| Purchase of non-current intangible assets | -8.7 | -9.9 | -14.1 | -13.5 | -22.3 |
| Acquisition of minority interests Associates |
-0.2 3.4 |
-38.9 0.4 |
-0.4 3.4 |
-39.1 0.4 |
-39.4 1.4 |
| Cash flow from investing activities | -25.6 | -607.9 | -80.9 | -1,105.7 | -1,304.3 |
| Cash flow from financing activities | |||||
| Change in loans secured by mortgages in ships | -171.7 | 185.2 | -97.2 | 522.2 | 228.5 |
| Change in other non-current investments | 1.4 | 0.0 | 1.4 | 0.0 | 5.2 |
| Change in other financial loans | -55.0 | -55.1 | -56.5 | -59.9 | -38.4 |
| Payment of financial lease liabilities | -2.7 | -11.0 | -4.9 | -19.1 | -30.5 |
| Change in operating credits | 37.7 | 312.7 | -90.2 | 204.9 | 332.7 |
| Exercise of share options | 0.0 | 0.0 | 0.0 | 0.8 | 0.8 |
| Sale of preemtive rights | 16.2 | 0.0 | 16.2 | 0.0 | 0.0 |
| Dividends paid to shareholders | 0.0 | 0.0 | 0.0 | 0.0 | -1.2 |
| Cash flow from financing activities | -174.1 | 431.8 | -231.2 | 648.9 | 497.1 |
| Cash flow for the period | -4.8 | -15.7 | 7.9 | -104.6 | -163.4 |
| Cash at bank and in hand and securities at beginning of period | 169.5 | 222.2 | 154.6 | 301.6 | 301.6 |
| Foreign exchange adjustments | 0.4 | -1.0 | 2.6 | 8.5 | 16.4 |
| Cash at bank and in hand and securities at end of period | 165.1 | 205.5 | 165.1 | 205.5 | 154.6 |
The above cannot be derived directly from the income statement and the balance sheet.
Page 18/22
Notes
Note 1 Accounting policies
This interim report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU and additional Danish disclosure requirements for interim reports of listed companies.
The following standards relevant to the Group have been adopted by the EU and were implemented with effective date 1 January 2010:
- IFRS 1 (revised) 'First-time Adoption of International Financial Reporting Standards' (1 January 2010)
- Amendment to IFRS 2 'Share-based Payment' (1 January 2010)
- IFRS 3 (revised) 'Business Combinations' (1 July 2009)
- Amendment to IFRS 5 (Part of Improvements to IFRSs 2008) 'Non-current Assets Held for Sale and Discontinued Operations' (1 January 2010)
- Amendment to IAS 27 'Consolidated and Separate Financial Statements' (1 July 2009)
- Amendment to IAS 28 'Investments in Associates' (1 July 2009)
- Amendment to IAS 31 'Interests in Joint Ventures' (1 July 2009)
- Amendment to IAS 39 'Financial Instruments: Recognition and Measurement' (1 July 2009)
- IFRIC 9 'Reassessment of Embedded Derivatives' (1 July 2009)
- IFRIC 17 'Distributions of Non-cash Assets to owners' (1 July 2009)
- IFRIC 18 'Transfers of Assets from Customers' (1 July 2009)
- Part of Improvements to IFRSs 2009 (include IFRS 2, 5 and 8 also IAS 1, 7, 17, 36, 38 and 39)
The IASB has issued the following new and amended Standards and Interpretations, which are not yet mandatory for the preparation of the DFDS Group's Interim Financial Reporting:
- Amendments to IFRS 1 'First-time Adoption of International Financial Reporting Standards' 1 January 2010)
- IAS 24 (revised) 'Related Party Disclosures' (1 January 2011)
- IFRS 9 'Financial instruments' (1 January 2013) *
- IFRIC 14 'IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction' (1 January 2011)
- IFRIC 19 'Extinguishing Financial Liabilities with Equity Instruments' (1 July 2010)
- Amendment to IAS 32 'Financial Instruments: Presentation' (1 February 2010)
* = not approved by EU
The introduction of these standards has not affected recognition and measurement in the Group's interim report for the first three months of 2010. With the exception of the above-stated implemented standards, the interim report has been prepared in accordance with the accounting practices applied to the 2009 annual report to which you are referred.
Page 19/22
Note 2 Segment information
DKK mill.
| Ro-Ro | Container | Passenger | Terminal | Trailer | Non | ||
|---|---|---|---|---|---|---|---|
| Shipping | Shipping | Shipping | Services | Services | allocated | Total | |
| H1 2009 | |||||||
| Revenue from external customers | 1.294,2 | 566,6 | 722,9 | 109,8 | 373,8 | 11,7 | 3.079,0 |
| Inter-segment revenue | 110,7 | 14,5 | 0,4 | 153,4 | 9,4 | 93,5 | 381,9 |
| Total revenue | 1.404,9 | 581,1 | 723,3 | 263,2 | 383,2 | 105,2 | 3.460,9 |
| Profit before tax | 54,1 | -15,2 | -65,6 | -32,9 | 8,5 | -16,0 | -67,1 |
| Tax on profit | 24,5 | 24,5 | |||||
| Profit for the period | 8,5 | -42,6 | |||||
| Ro-Ro | Container | Passenger | Terminal | Trailer | Non | ||
| Shipping | Shipping | Shipping | Services | Services | allocated | Total | |
| H1 2010 | |||||||
| Revenue from external customers | 1.591,8 | 557,3 | 760,8 | 157,3 | 481,9 | 12,7 | 3.561,8 |
| Inter-segment revenue | 142,3 | 8,6 | 1,0 | 174,2 | 7,5 | 87,6 | 421,2 |
| Total revenue | 1.734,1 | 565,9 | 761,8 | 331,5 | 489,4 | 100,3 | 3.983,0 |
| Profit before tax | 177,0 | -16,7 | -17,7 | 0,0 | -8,2 | -56,3 | 78,1 |
| Tax on profit | -3,6 | -3,6 | |||||
| Profit for the period | -59,9 | 74,5 |
Note 3 Acquisition of companies and activities
On 12 July 2010 DFDS acquired all shares in Norfolk Holdings B.V., which is the parent company in the Norfolkline Group. Norfolkline is a leading shipping and logistics company with a strong seabased route network in the North Sea, the English Channel and the Irish Sea combined with significant logistics activities in Northern Europe. Norfolkline's activities are distributed on the two business areas: Ferry and Logistics. Each business area has its own management and organisation. The Ferry business area covers transport of freight units, passengers and passenger vehicles on ro-ro and ropax vessels on the northern European routes. The Logistics business area primarily covers door-to-door transport of full and part load trailers in Europe, focusing on UK, Ireland, Germany, Benelux, Italy and Scandinavia. Logistics uses Ferry for sea transport when feasible. To support the Ferry activities, the company owns a port terminal in Vlaardingen at Rotterdam, the Netherlands, which is centrally located for transport of goods to and from the Netherlands and Germany. Moreover, the company operates port terminals in Dunkerque, Liverpool, Dublin and Belfast.
By combining two complementary shipping companies, the Acquisition will create Northern Europe's leading sea-based transport network. With the acquisition of Norfolkline, DFDS adds two new markets to its ro-ro route network, the English Channel and the Irish Sea, and in the North Sea the activities can be combined. In addition, the volume of the entire network can be increased.
The purchase price for Norfolk Holdings B.V. on an enterprise value basis comprises (i) a fixed cash payment of EUR 170 million (equivalent to approximately DKK 1.3 billion); (ii) a variable cash payment equal to the proceeds received by the company from the directed issue to A.P. Moller - Maersk of 28.2% of the company's total share capital after completion of the offerings; and (iii) a number of shares in the company equal to 0.6% of the company's total share capital after completion of the offerings from the company's holding of treasury shares.
Page 20/22
The preliminary assessed fair value at acquisition date of acquired assets and liabilities and the consideration consist of the following:
| Fair value at | |
|---|---|
| acquistion | |
| DKK mill. | date |
| Non-current intangible assets | 38 |
| Ships | 2,303 |
| Other non-current tangible assets | 521 |
| Non-current tangible assets | 2,824 |
| Other non-current assets | 33 |
| Total non-current assets | 2,895 |
| Trade receivables | 753 |
| Other currents assets | 149 |
| Cash at bank and in hand | 51 |
| Total current assets | 953 |
| Total assets | 3,848 |
| Pension and other provisions | 392 |
| Interest bearing liabilities | 1,158 |
| Trade payables | 527 |
| Other current liabilities | 197 |
| Total current liabilities | 1,882 |
| Total liabilities | 2,274 |
| Acquired net assets | 1,574 |
| Goodwill | 29 |
| Total purchase prise | 1,603 |
| Hereof cash at bank and in hand at Norfolkline Group | -51 |
| Consideration in the form of shares in DFDS A/S | -33 |
| Consideration in cash | 1,519 |
The statement is preliminary because the final assessment of the fair values at acquisition date not has been conducted as well as the purchase price is dependent on a final completion statement to adjust the cash consideration part initially of EUR 170 millions on debt free basis. Therefore adjustments to all items in the opening balance can be made.
The preliminary assessed purchase price can be specified like this:
| DKK mill. | |
|---|---|
| Preliminary cash consideration | 8 |
| Cash consideration equal to the proceeds from the | |
| directed issue to A.P. Moller-Maersk | 1,562 |
| Value of treasury shares | 33 |
| Preliminary assessed purchase price | 1,603 |
Page 21/22
The total transaction costs related to the acquisition is expected to be around DKK 40 million. The amount is expensed when incurred or the services are received in the line "Other costs of operation, sales and administration" in the profit and loss statement.
In the acquired receivables, trade debtors amount to a fair value of DKK 753 million. The contractual receivable gross value amounts to DKK 789 million, of which DKK 36 million is considered irrecoverable at the acquisition date.
After recognition of preliminary assessed assets, liabilities and contingent liabilities at fair value the goodwill related to the acquisition is assessed to DKK 29 million. The goodwill is related to expected synergies, etc. None of the goodwill recognised is expected to be deductible for income tax purposes.
During the preliminary purchase price allocation is recognised DKK 350 million as provisions. The amount is related to a number of identified agreements etc. in which the agreed payments are estimated to exceed the current market prices. The agreements terms are between 5 and 12 years. The discounted fair value of the agreements is assessed at DKK 350 million.
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Definitions
| Operating profit before depreciation (EBITDA) |
Profit before depreciation and impairment on non-current assets |
|---|---|
| Operating profit (EBIT) | Profit after depreciation and impairment on non-current intangible and tangible assets |
| Operating profit margin | Operating profit (EBIT) x 100 Revenue |
| Net operating profit after taxes (NOPAT) |
Operating profit (EBIT) minus payable tax for the period adjusted for the tax effect of net finance cost |
| Invested capital | Average working capital (non-interest bearing current assets minus non-interest bearing current liabilities) plus non-current intangible and tangible assets minus pension and jubilee liabilities and other provisions |
| Net interest-bearing debt | Interest-bearing liabilities (excluding provision for pensions) minus interest-bearing assets minus cash and securities |
| Return on invested capital (ROIC) | Net operating profit after taxes (NOPAT) x 100 Average invested capital |
| Weighted average cost of capital (WACC) |
The average cost of capital in percent for equity and debt weighted in relation to the capital structure |
| Profit for analytical purposes | Profit for the period after minority interests, excluding regulation of taxes and deferred taxes from previous years |
| Free cash flow | Cash flow from operations, net excluding interest, net minus cash flow from investments |
| Return on equity | Profit for analytical purposes x 100 Average equity Excluding minority interests |
| Equity ratio | Equity at end of year x 100 Total assets |
| Earnings per share (EPS) | Profit for analytical purposes Weighted average number of ordinary shares in circulation |
| P/E ratio | Share price at the end of the period Earnings per share (EPS) |
| Dividend per share | Dividend for the year Number of shares at the end of the period |
| Dividend payout ratio | Dividend for the year Profit for the year after minority interests |
| Direct returns | Dividend per share Share price at the end of the period |
| Book value per share | Equity excluding minority interests at the end of the period Number of shares at the end of the period |
| Market-to-book value | Share price at the end of the period Book value per share |
This interim report has been translated into English from the Danish version. In case of discrepancies, the Danish version shall prevail.