Quarterly Report • Nov 28, 2019
Quarterly Report
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| (MNOK) | Q3 2019 | Q3 2018 | Acc Q3 2019 | Acc Q3 2018 | 2018 |
|---|---|---|---|---|---|
| Operating income | 2 057 | 1 739 | 5 544 | 5 233 | 6 938 |
| Operating expenses | -1 295 | -1 199 | -3 610 | -3 654 | -4 868 |
| Net profit from associated and joint ventures | -7 | -6 | -14 | -7 | -5 |
| Net gain on sale of tangible assets | 3 | - | 4 | 1 | 2 |
| Operating profit before depreciation and impairment - EBITDA | 759 | 535 | 1 924 | 1 574 | 2 066 |
| Depreciation | -345 | -305 | -991 | -902 | -1 240 |
| Impairment | -917 | -124 | -1 121 | -397 | -737 |
| Operating profit - EBIT | -503 | 106 | -188 | 275 | 89 |
| Financial income | 12 | 11 | 42 | 26 | 51 |
| Financial costs | -329 | -292 | -952 | -791 | -1 099 |
| Net realised gain/loss on currencies | -60 | -118 | -245 | -223 | -352 |
| Profit before unrealised finance costs | -879 | -293 | -1 343 | -713 | -1 311 |
| Unrealised finance costs | -1 014 | 10 | -710 | -65 | -294 |
| Profit (loss) before taxes | -1 893 | -283 | -2 053 | -778 | -1 604 |
| Taxes | -237 | 13 | -316 | 49 | 102 |
| Profit (loss) | -2 130 | -269 | -2 369 | -728 | -1 502 |
| (MNOK) | 30.09.2019 | 30.09.2018 | 31.12.2018 |
|---|---|---|---|
| ASSETS | |||
| Tangible assets | 25 122 | 24 615 | 25 074 |
| Goodwill | 85 | 317 | 295 |
| Deferred taxes | 377 | 945 | 1 006 |
| Investment in associated companies and joint ventures | 77 | 77 | 89 |
| Other non-current financial assets | 246 | 198 | 109 |
| Total non-current assets | 25 908 | 26 152 | 26 572 |
| Receivables | 1 983 | 2 175 | 1 851 |
| Cash and cash equivalents | 1 679 | 1 750 | 2 240 |
| Total current assets | 3 662 | 3 925 | 4 091 |
| Total assets | 29 570 | 30 076 | 30 663 |
| EQUITY AND LIABILITIES | |||
| Equity | 3 512 | 6 264 | 5 778 |
| Non-current liabilities | 19 220 | 18 648 | 19 406 |
| Current liabilities | 6 838 | 5 165 | 5 479 |
| Total liabilities | 26 058 | 23 812 | 24 885 |
| Total equity and liabilities | 29 570 | 30 076 | 30 663 |
| Net interest bearing liabilities excluded effect of IFRS 16 | 22 109 | 20 418 | 20 952 |
| (MNOK) | Q3 2019 | Q3 2018 | Acc Q3 2019 | Acc Q3 2018 | 2018 |
|---|---|---|---|---|---|
| Net cash from operation activities | 386 | 117 | 1 016 | 682 | 1 259 |
| Net cash from investing activities | -95 | -119 | -1 234 | -1 223 | -1 430 |
| Net cash from financing activities | -341 | -312 | -297 | -104 | 26 |
| Net changes in cash and cash equivalents | -50 | -313 | -516 | -645 | -145 |
| Cash and cash equivalents at start of the period | 1 789 | 2 062 | 2 240 | 2 434 | 2 434 |
| Exchange gain/loss on cash and cash equivalents | -60 | - | -45 | -40 | -50 |
| Cash and cash equivalents at the end of the period | 1 679 | 1 750 | 1 679 | 1 750 | 2 240 |
| Financial report 3rd Quarter 2019 | 4 |
|---|---|
| Accounts Q3 2019 | 10 |
| Consolidated statement of profit or loss | 10 |
| Consolidated statement of balance sheet | 11 |
| Consolidated statement of equity | 12 |
| Consolidated statement of cash flows | 13 |
| Notes to the Accounts | 14 |
| Note 1 General | 14 |
| Note 2 Management reporting | 15 |
| Note 3 Segment information - management reporting | 16 |
| Note 4 Operating income | 17 |
| Note 5 Hedges | 17 |
| Note 6 Tangible assets | 18 |
| Note 7 Goodwill | 19 |
| Note 8 Taxes | 19 |
| Note 9 Investment in associates and joint ventures | 20 |
| Note 10 Cash and cash equivalent | 20 |
| Note 11 Interest bearing liabilities | 21 |
| Note 12 Subsequent events | 23 |
| Note 13 Transaction with related parties | 23 |
| Note 14 Adoption of IFRS 16 Lease from 1 January 2019 |
24 |
| Note 15 Share capital and shareholders | 25 |
| Note 16 Performance measurements definitions | 26 |
Group EBITDA (management reporting) of NOK 803 million (NOK 587 million) excl. hedge accounting
• 81% subsea fleet, 75% AHTS fleet and 94% PSV fleet, 5 vessels in lay-up by end of the quarter

*) Based on management reporting.
| Management reporting | Financial reporting | ||||
|---|---|---|---|---|---|
| (MNOK) | Q3 2019 | Q3 2018 | Q3 2019 | Q3 2018 | |
| Operating income | 2 057 | 1 739 | 1 752 | 1 530 | |
| EBITDA | 759 | 535 | 461 | 407 | |
| EBIT | -503 | 106 | -547 | 31 | |
| Net financial costs | -1 390 | -389 | -1 261 | -320 | |
| Profit (loss) | -2 130 | -269 | -2 130 | -269 | |
| EBITDA - before hedge | 803 | 587 | 505 | 459 | |
| NIBD (Net interest bearing debt) | 22 441 | 20 418 | 17 616 | 16 685 | |
| NIBD (Net interest bearing debt) excluded effect of IFRS 16 | 22 109 | 20 418 | 17 284 | 16 685 | |
| Equity ratio | 12% | 21% | 14% | 24% |
The Q3 operational result per segment is as follows;
| (MNOK) | PSV | AHTS | Subsea | Total |
|---|---|---|---|---|
| Operating income | 129 | 297 | 1 631 | 2 057 |
| Operating result before depreciation and impairment - EBITDA |
36 | 140 | 583 | 759 |
| Depreciation | 33 | 86 | 226 | 345 |
| Impairment | 18 | 176 | 723 | 917 |
| Operating result - EBIT | -15 | -122 | -366 | -503 |
| EBITDA margin | 28% | 47% | 36% | 37% |
| EBIT margin | -11% | -41% | -22% | -24% |
The PSV fleet includes 16 vessels of which one vessel is owned via a minority share. The majority of the fleet has operated in the North Sea market and the fleet has achieved an average utilisation of 94% in the quarter and 90% in the 3rd quarter 2018. The North Sea spot market continued to be busy in the quarter, but with a slightly drop in rates by end of the quarter. One vessel started to mobilise for a long-term contract in Australia during the period. All vessels have been in operation during the quarter.
Main contract awards have been a 5-year contract for the Skandi Feistein for Esso Australia and two 5-year contracts with ConocoPhillips in the North Sea. In addition, two contracts have been awarded for the Skandi Barra and Skandi Caledonia in the North Sea.
The AHTS fleet includes 18 vessels and additional two vessels on management. Five vessels are 50% owned via DOF Deepwater AS and one vessel is owned via a minority share in Iceman AS. The average utilisation for the AHTS fleet was 75% in the quarter and 69% in the 3rd quarter 2018.
11 vessels have operated in South America, whereof 10 in Brazil and one in Argentina. The fleet in Brazil has during the period operated on firm contracts whereof the majority of the fleet has local flag. For the fleet operating in the North Sea spot market, the utilisation and earnings have improved compared to same period last year. In Asia-Pacific two vessels have operated outside New Zealand to support the drilling activity. In total three vessels were in lay-up by end of the quarter.
A 6-month firm contract for the Skandi Vega with Equinor in the North Sea was awarded in the quarter. Skandi Fluminense has been awarded a 1-year contract with Petrobras and in Asia Pacific two AHTSs have been awarded contract with OMV to support a drilling rig outside New Zealand.
During the 3rd quarter the Group operated a fleet of 31 Subsea vessels, including two vessels hired from external owners. The majority of the fleet is owned by the subsidiary DOF Subsea AS.
The revenues from the subsea operation include revenues from subsea IMR project contracts and long-term charters, performed by DOF Subsea. The revenues from the subsea IMR contracts during the 3rd quarter amounted to NOK 969 million (NOK 787 million). The Group's subsea IMR activities are operated from the Atlantic region, the Asia-Pacific region, the North America region, and the South America (Brazil) region. The overall utilisation of the subsea fleet was 81% in the 3rd quarter and 75% in the 3rd quarter last year.
The subsea IMR market remains challenging with low utilisation of both personnel and assets. In the 3rd quarter the Group has improved the performance in all regions compared to the two previous quarters, but there is still a continued pressure on rate levels. By the end of the quarter, all vessels within the IMR subsea projects were active, and the average utilisation for the Subsea IMR/project fleet has been 86% (73%) in the quarter. One vessel within long-term chartering was idle by end of the quarter.
The Group owns, via the DOFCON (JV 50/50 owned by DOF Subsea and TechnipFMC), six PLSVs with operation in Brazil. Four vessels are operating on long-term contracts with Petrobras and have achieved a utilisation close to 100% during the quarter. Skandi Niteroi completed the mobilisation for its contract at the Peregrino field and went on-hire in October. Skandi Vitoria has been in lay-up in the quarter.
DOF Subsea has been awarded several contracts in the subsea/IMR project segment in the Atlantic and North America region and secured utilisation for Skandi Skansen and Harvey Deep Sea (3rd party vessel) securing utilisation in the 4th quarter. Skandi Hugen has been awarded a 5-year contract with ConocoPhillips in the North Sea. After balance date DOF Subsea has further been awarded contracts in West Africa for two vessels and Fugro has extended the firm period of hire for Skandi Carla up to end of October 2020.
Main Items Interim Accounts Q3 – Financial Reporting The below figures represent the Group's consolidated accounts based on Financial Reporting.
| (MNOK) | Q3 2019 | Q3 2018 | Change % |
|---|---|---|---|
| Operating income | 1 752 | 1 530 | 15% |
| EBITDA EBIT Net financial costs Profit (loss) |
461 -547 -1 261 -2 130 |
407 31 -320 -269 |
13% |
The Group has adopted the new accounting standard for IFRS 16 Leases and applied the simplified transition approach, and comparative amounts for the year prior to first adoption are not restated. Total assets and liabilities at the end of third quarter are affected by the implementation of the standard by NOK 474 million. This has increased the lease liabilities, net investment and right-of-use assets compared to the financial position as reported previous period.
Net result in the 3rd quarter 2019 was NOK -2,130 million (NOK -269 million), of which NOK 733 million (NOK 117 million) represents impairment, and NOK -967 million (NOK 8 million) represents unrealised gain/loss on currencies and financial instruments booked in the period.
Total revenues and operating costs are slightly higher than same period last year and reflect improved performance within the subsea IMR segment and the vessels on term contracts. Net profit from associated companies was NOK -71 million (NOK 51 million) and represents operations from the DOFCON JV and the DOF Deepwater JV. The Group Ebitda was NOK 461 million (NOK 407 million) and the Ebit was NOK -547 million (NOK 31 million). Total depreciation and impairment were NOK 1,009 million (NOK 377 million). The fair market valuations have dropped slightly for some of the oldest part of the fleet, and been stable for the rest of the fleet during the quarter. The impairment evaluations are reflected by continued weak markets and an increased financial risk for the Group. Impairments booked in the period are NOK 733 million (NOK 117 million) including impairment of goodwill of in total NOK 209 million. In addition, an impairment of NOK 184 million (NOK 7 million) has been booked in the joint ventures.
Net financial costs were negative with NOK -1,261 million (NOK -320 million) and include net interest costs of NOK -240 million (NOK -213 million) and net loss on currencies and financial instruments of NOK -1,021 million (NOK -107 million) of which unrealised gain mainly relates variances in USD and NOK/BRL from long-term debt from the subsidiaries DOF Subsea and Norskan.
The Group's operation in Brazil is based on firm charter contracts mainly in USD secured with debt in corresponding currency, hence the Group has been more or less cash neutral related to fluctuation in BRL and USD. The Group uses hedge accounting for some of the long-term contracts in Brazil and has during the quarter released parts of the hedge positions. The Ebitda impact in the 3rd quarter related to hedge accounting amounts to NOK -44 million (NOK -52 million) and the impact in the finance result is NOK -209 million.
Deferred tax assets have been impaired with in total NOK 763 million of which NOK 240 million is booked under OCI (Other Comprehensive Income).
Revenue year to date is slightly higher than last year resulting in an Ebitda of NOK 1,296 million (NOK 1,256 million) and an Ebit of NOK -430 million (NOK 112 million). Net financial result was NOK -1,585 million (NOK -908 million) and is highly impacted by unrealised currency loss on long-term debt and release of parts of the hedge accounting. The loss before taxes is NOK -2,015 million (NOK -728 million).
| (MNOK) | 30.09.2019 | 30.09.2018 | Change % |
|---|---|---|---|
| Non-current assets | 21 247 | 22 544 | -6% |
| Current assets | 1 842 | 1 996 | -8% |
| Cash and cash equivalents | 1 295 | 1 468 | -12% |
| Total assets | 24 383 | 26 009 | -6% |
| Equity | 3 512 | 6 264 | -44% |
| Non-current liabilities | 14 425 | 15 209 | -5% |
| Current liabilities | 6 446 | 4 536 | 42% |
| Total equity and liabilities | 24 383 | 26 009 | -6% |
| Net interest bearing debt (NIBD) Net interest bearing debt (NIBD) excl. effect IFRS 16 |
17 616 17 284 |
16 685 16 685 |
6% 4% |
Of the Group's total balance of NOK 24,383 million (NOK 26,009 million), vessels and subsea equipment amount to NOK 18,192 million (NOK 18,791 million). 11 vessels are owned via joint ventures and are represented as associated companies and non-current receivables in the balance sheet, in total NOK 2,762 million (NOK 2,513 million). Goodwill amounts to NOK 85 million (NOK 317 million). Total equity is NOK 3,512 million (NOK 6,264 million) and includes a non-controlling interest of NOK 1,920 million (NOK 2,391 million).

Operational cash flow after payment of interest and taxes was in the 3rd quarter NOK 219 million (NOK -28 million), and net cash flow from investing activities was NOK 130 million (NOK -77 million). Net cash flow from financing activities was NOK -472 million (NOK -250 million).
The Group is mainly funded by secured debt (65%), unsecured debt/bonds (11%) and equity (14%). The remaining funding represents net working capital and financial lease debt (IFRS 16).
The remaining outstanding of the convertible bond loan is by end September NOK 156 million and is booked as equity.
As part of a financial restructuring completed in 2018, one subsidiary, DOF Rederi AS, has agreed soft terms on a fleet loan until final maturity in 3rd quarter in 2021. Total outstanding amount of the restructured loan is NOK 3,3 billion. In addition, the DOF Deepwater JV has agreed soft terms until September 2021. The remaining debt within the Group has until end of this quarter been served by normal amortisation.
The unsecured debt mainly represents three bond loans issued by DOF Subsea of NOK 2,635 million. DOF Subsea has during the quarter agreed amended financial covenants by reducing the liquidity threshold from NOK 500 million to NOK 400 million. DOF Subsea has further agreed a waiver regarding payment of NOK 92 million in the DOFSUB07 until 20 December 2019, ref note 11 to the accounts.

16 000 15 000 | | | | 31.12.2018 Implementation Amortisation Currency 30.09.2019 19,052
effect
The vessels and subsea assets (including the JVs) constitute 86% of the Group's total assets, hence the Group's balance sheet is exposed to fluctuations in the valuations of these assets. As part of the quarterly impairment testing, the updated broker estimates have proven stable valuation of the fleet. However, there is still a general oversupply of vessels globally, and a risk that the values may continue to drop.
The main financial covenants for the Group (excluding DOF Subsea) are minimum free liquidity of NOK 500 million, minimum booked equity of NOK 3,000 million, and minimum LTV (Loan to value) clauses on the vessels. For DOF Subsea the main financial covenants are the same including a minimum value adjusted equity ratio of 30% (based on management reporting). By September, the Company and its subsidiaries were in compliance with all its financial covenants, ref note 11 to the accounts.
The majority of the Group's vessels on long-term contracts are funded in corresponding currency, mainly USD, hence the Group's cash is to a limited extent, exposed to fluctuation in currency.
The portion of long-term debt secured with fixed rate of interest is approximately 75% of total debt and includes the debt with fixed interest in BNDES (Brazilian Development Bank).
As reported in the 2nd quarter report, the Board and Management are working on a long-term refinancing solution for the Group which include a dialogue with the banks, bondholders and the main shareholders. In parallel the Group has agreed a waiver on existing short-term facilities until the 2nd half of December. The progress in the discussions with the relevant stakeholders is good, however no assurance can be given that a final solution is in place by end of the year.
By the end of September, the total share capital was NOK 1,504 million divided into 301 million shares. The main shareholder Møgster Mohn Offshore AS controls 50.06% of the Company and 47.6% on a fully diluted basis.
IFRS 16
The Group employed as of 30 September 3,709 employees including hired staff, which is an increase since the previous quarter. The marine personnel amounts to 2,147 people, while 1,292 persons are employed within the subsea segment and 270 are employed onshore conducting marine management.
There were not identified any significant HSEQ issues during the 3rd quarter.
DOF Subsea signed in October a contract with Kværner to collaborate and deliver marine operations for Equinor's Hywind Tampen Project. The contract will be executed in a 50/50 partnership with Kværner. Hywind Tampen will be the world's largest floating offshore wind farm and will supply electrical power to the oil and gas platforms at the Gullfaks and Snorre fields.
On the 30th October the shareholders agreed to reduce the Company's share capital from NOK 1,504 million to NOK 301 million by way of reducing the nominal value of the shares from NOK 5 to NOK 1. Following the share capital decrease, the Company's share capital is NOK 301 million divided into 300,887,779 shares.
The Company has in November entered into a share purchase agreement with two companies controlled by First Reserve to purchase 35% of DOF Subsea AS. Post the acquisition the Company is the sole shareholder of DOF Subsea AS.
The North Sea markets within supply (PSV and AHTS) have proven better utilisation compared to the same quarter last year. Even with the modest improvement in earnings for the AHTS fleet, the rates and utilisation are not sustainable. The Company expects the market for both PSV and AHTS to weaken during the North Sea winter period. In Brazil the market is expected to be week the next 12 months and based on the fact that the Group has several contracts up for renewal in 2020 there is an increased risk regarding utilisation and earnings in this region. Earnings for the Subsea IMR fleet has been better in the quarter compared to the same period last year. However, the Company expects reduced rates and utilisation during the winter season, especially for the North Sea fleet.
The Group will maintain its strategy to secure the fleet on term contracts and is actively working on keeping the firm employment of the fleet as high as possible. The majority of the Group's high-end vessels are committed on firm contracts and represent the largest portion of the Group's backlog. The OSV sector has the last few years experienced very challenging market conditions and the recovery has taken longer than expected, nevertheless, the Group's backlog is still high.
A continuing weak market will increase the risk of lower utilisation and earnings of the Group's vessels and represents an increased liquidity risk for the Group. As previously reported, the Group has experienced that regular refinancing (rollover) of existing loan facilities has become challenging, and a short-term extension of these facilities has been secured. In parallel the Board and management have been working on a long-term solution to secure satisfactory financing and liquidity for the Group throughout a continuing demanding period. The discussions with the relevant stakeholders have been constructive and the progress is good, however no assurance can be given that the Group will be successful in this respect. The effect of not being able to obtain a long-term financial solution will affect the classification of debt (described in note 11 ´Interest bearing debt´ to the quarterly accounts) and may also affect the ´going concern´ assumption. If the Group cannot be treated as ´going concern´, the valuation of the Group's assets must be further revised. The subsidiary DOF Subsea AS has applied for temporary deferral of instalments until 20th December. Approval has been received from the majority of the lenders, however the final outcome is uncertain as discussions are still ongoing. Even though there is uncertainty whether a long-term financial solution will be achieved, the Board of Directors and management still believe that a solution is obtainable within year end.
The Board of Directors expects today the Group's Ebitda for the 4th quarter to be weaker than the Ebitda in 3rd quarter.
Mons S. Aase, CEO +47 91661012, [email protected] Hilde Drønen, CFO +47 91661009, [email protected]
DOF ASA 5392 Storebø www.dof.com
The Board of Directors of DOF ASA, November 27th, 2019
Helge Møgster Chairman
Helge Singelstad Deputy Chairman
Kathryn Baker
Marianne Møgster Hans Olav Lindal Mons S. Aase
CEO
| (MNOK) | Note | Q3 2019 | Q3 2018 | Acc Q3 2019 | Acc Q3 2018 | 2018 |
|---|---|---|---|---|---|---|
| Operating income | 1 | 1 752 | 1 530 | 4 652 | 4 580 | 6 051 |
| Operating expenses | -1 224 | -1 173 | -3 407 | -3 532 | -4 700 | |
| Net profit from associated and joint ventures | 9 | -71 | 51 | 48 | 207 | 277 |
| Net gain on sale of tangible assets | 3 | - | 4 | 1 | 2 | |
| Operating profit before depreciation and impairment - EBITDA | 461 | 407 | 1 296 | 1 256 | 1 629 | |
| Depreciation | 6 | -276 | -260 | -809 | -785 | -1 063 |
| Impairment | 6,7 | -733 | -117 | -917 | -360 | -691 |
| Operating profit - EBIT | -547 | 31 | -430 | 112 | -125 | |
| Financial income | 26 | 21 | 86 | 55 | 121 | |
| Financial costs | -266 | -234 | -769 | -670 | -925 | |
| Net realised gain/loss on currencies | -54 | -115 | -232 | -214 | -341 | |
| Net unrealised gain/loss on currencies | -897 | -31 | -706 | -191 | -288 | |
| Net changes in fair value of financial instruments | -70 | 39 | 36 | 111 | -2 | |
| Net financial costs | -1 261 | -320 | -1 585 | -908 | -1 435 | |
| Profit (loss) before taxes | -1 809 | -289 | -2 015 | -796 | -1 560 | |
| Taxes | 8 | -322 | 20 | -355 | 68 | 57 |
| Profit (loss) for the period | -2 130 | -269 | -2 369 | -728 | -1 502 | |
| Profit attributable to | ||||||
| Non-controlling interest Controlling interest |
-377 -1 753 |
-35 -235 |
-379 -1 991 |
-68 -661 |
-235 -1 267 |
|
| Earnings per share (NOK) | -5,54 | -0,74 | -6,29 | -2,15 | -4,09 | |
| Diluted earnings per share (NOK) | -5,54 | -0,74 | -6,29 | -2,15 | -4,09 |
| (MNOK) | Note | Q3 2019 | Q3 2018 | Acc Q3 2019 | Acc Q3 2018 | 2018 |
|---|---|---|---|---|---|---|
| Profit (loss) for the period | -2 130 | -269 | -2 369 | -728 | -1 502 | |
| Items that will be subsequently reclassified to profit or loss | ||||||
| Currency translation differences | -39 | 19 | -27 | -69 | -68 | |
| Cash flow hedge | 5 | 167 | -72 | 256 | -434 | -260 |
| Cash flow hedge - impairment deferred tax | 8 | -240 | - | -240 | - | - |
| Share of other comprehensive income of joint ventures | 9 | 124 | 19 | 115 | 19 | 123 |
| Items that not will be reclassified to profit or loss | ||||||
| Defined benefit plan actuarial gain (loss) | - | - | - | - | 3 | |
| Other comprehensive income/loss net of tax | 12 | -34 | 103 | -484 | -202 | |
| Total comprehensive income/loss | -2 118 | -303 | -2 266 | -1 213 | -1 705 | |
| Total comprehensive income/loss net attributable to | ||||||
| Non-controlling interest | -350 | -18 | -349 | -74 | -198 | |
| Controlling interest | -1 768 | -285 | -1 917 | -1 138 | -1 506 |
| (MNOK) | Note | 30.09.2019 | 30.09.2018 | 31.12.2018 |
|---|---|---|---|---|
| ASSETS | ||||
| Tangible assets | 6 | 18 192 | 18 791 | 18 898 |
| Goodwill | 7 | 85 | 317 | 295 |
| Deferred tax assets | 8 | 207 | 923 | 898 |
| Investment in associates and joint ventures | 9 | 1 812 | 1 331 | 1 547 |
| Other non-current receivables | 950 | 1 182 | 1 177 | |
| Total non-current assets | 21 247 | 22 544 | 22 815 | |
| Trade receivables | 1 493 | 1 572 | 1 312 | |
| Other receivables | 349 | 424 | 406 | |
| Current receivables | 1 842 | 1 996 | 1 718 | |
| Restricted deposits | 208 | 274 | 316 | |
| Cash and cash equivalents | 1 087 | 1 194 | 1 616 | |
| Cash and cash equivalents incl. restricted deposits | 10 | 1 295 | 1 468 | 1 932 |
| Current assets | 3 136 | 3 465 | 3 650 | |
| Total Assets | 24 383 | 26 009 | 26 465 | |
| EQUITY AND LIABILITIES | ||||
| Paid in equity | 1504 | 3 638 | 3 277 | |
| Other equity | 88 | 235 | 232 | |
| Non-controlling interests | 1 920 | 2 391 | 2 269 | |
| Total equity | 3 512 | 6 264 | 5 778 | |
| Bond loan | 11 | 2 168 | 1 930 | 2 480 |
| Debt to credit institutions | 5, 11 | 11 814 | 13 152 | 13 007 |
| Lease debt | 384 | - | - | |
| Other non-current liabilities | 59 | 127 | 90 | |
| Non-current liabilities | 14 425 | 15 209 | 15 578 | |
| Current portion of debt | 11 | 4 809 | 3 190 | 3 678 |
| Accounts payable | 923 | 877 | 808 | |
| Other current liabilities | 714 | 468 | 623 | |
| Current liabilities | 6 446 | 4 536 | 5 110 | |
| Total liabilities | 20 871 | 19 745 | 20 687 | |
| Total equity and liabilities | 24 383 | 26 009 | 26 465 | |
| Other | Other equity - | Other equity - Currency |
Other equity | Non | ||||
|---|---|---|---|---|---|---|---|---|
| Paid-in | contributed | Retained | translation | - Cash flow | Total other | controlling | Total | |
| (MNOK) | capital | capital | earnings | differences | hedge | equity | interest | equity |
| Balance at 01.01.2019 | 3 277 | 232 | 544 | 196 | -740 | 232 | 2 269 | 5 778 |
| Result (loss) for the period | -1 849 | -142 | -142 | -379 | -2 369 | |||
| Other comprehensive income/loss | 74 | -16 | 16 | 74 | 30 | 103 | ||
| Reclassification between CTA and cash flow hedge | -18 | 18 | - | - | ||||
| Total comprehensive income for the period | -1 849 | - | -67 | -34 | 34 | -68 | -349 | -2 266 |
| Converted bond loan Dividend to non-controlling interest |
77 | -77 | -77 | - - |
||||
| Balance at 30.09.2019 | 1 504 | 156 | 477 | 162 | -707 | 88 | 1 920 | 3 512 |
| Balance at 01.01.2018 | 3 393 | 276 | 1 473 | 232 | -537 | 1 444 | 2 505 | 7 342 |
| Result (loss) for the period | -661 | -661 | -68 | -728 | ||||
| Other comprehensive income/loss | - | -43 | -434 | -477 | -7 | -484 | ||
| Reclassification between CTA and cash flow hedge | -135 | 135 | - | - | ||||
| Total comprehensive income for the period | - | - | -661 | -178 | -299 | -1 138 | -74 | -1 212 |
| Share issue | 202 | -11 | -11 | 191 | ||||
| Converted bond loan | 43 | -43 | -43 | - | ||||
| Dividend to non-controlling interest | -31 | -31 | ||||||
| IFRS 9 implementation effect | -17 | -17 | -9 | -25 | ||||
| Total transactions with owners | 245 | -43 | -27 | - | - | -71 | -40 | 135 |
| Balance at 30.09.2018 | 3 638 | 233 | 785 | 54 | -836 | 235 | 2 391 | 6 264 |
| Q3 2019 | Q3 2018 | Acc Q3 2019 | Acc Q3 2018 | 2018 | ||
|---|---|---|---|---|---|---|
| EBITDA margin ex net gain on sale of vessel | 1 | 26% | 27% | 28% | 27% | 27% |
| EBITDA margin | 2 | 26% | 27% | 28% | 27% | 27% |
| EBIT margin | 3 | -31% | 2% | -9% | 2% | -2% |
| Cashflow per share (controlling interest) | 4 | 0,26 | 0,88 | 0,68 | 2,78 | 3,90 |
| Profit per share (controlling interest) | 5 | -5,54 | -0,74 | -6,29 | -2,11 | -4,02 |
| Profit per share ex. unrealised gain/loss on currencies and changes fair value of financial instruments (controlling interest) |
6 | -2,90 | -0,76 | -4,40 | -1,85 | -3,37 |
| Return on net capital | 7 | -67% | -12% | -26% | ||
| Equity ratio | 8 | 14% | 24% | 22% | ||
| Net interest bearing debt | 17 758 | 16 685 | 17 089 | |||
| Net interest bearing debt excl. effect of IFRS 16 | 17 284 | 16 685 | 17 089 | |||
| Number of shares *) | 293 916 687 | 293 237 779 | 293 466 568 | 284 361 500 | 293 237 779 | |
| Potential average number of shares *) | 316 456 168 | 316 456 168 | 316 456 168 | 307 579 889 | 309 817 198 | |
| Potential number of shares *) | 316 456 168 | 316 456 168 | 316 456 168 | 316 456 168 | 316 456 168 |
1) Operating profit before net gain on sale of vessel and depreciation in percent of operating income.
2) Operating profit before depreciation in percent of operating income.
3) Operating profit in percent of operating income.
4) Pre-tax result + depreciation and impairment +/- unrealised gain/loss on currencies +/- net changes in fair value of financial instruments/potential average no of shares.
5) Result /potential average no. of shares. 6) Result + net unrealised currency gain/loss + net changes fair value of financial instruments/potential average no of shares.
7) Result incl non-controlling interest/total equity
8) Total equity/total balance
*) The shares in DOF ASA has been consolidated in hte ratio of 10:1 in May 2018. Comparable figures are revised.
| (MNOK) | Q3 2019 | Q3 2018 | YTD Q3 2019 | YTD Q3 2018 | 2018 |
|---|---|---|---|---|---|
| Operating result | -547 | 31 | -430 | 112 | -125 |
| Depreciation and impairment | 1 009 | 376 | 1 726 | 1 145 | 1 754 |
| Gain/loss on disposal of tangible assets | -3 | - | -4 | -1 | -2 |
| Share of profit/loss from associates and joint ventures | 71 | -51 | -48 | -207 | -277 |
| Changes in accounts receivables | -203 | -121 | -181 | 8 | 267 |
| Changes in accounts payable | 58 | -53 | 115 | 4 | -65 |
| Changes in other working capital | 76 | 99 | 142 | 97 | 201 |
| Exchange rate effects on operating activities | 33 | -68 | -44 | -176 | -116 |
| Cash from operating activities | 492 | 213 | 1 276 | 980 | 1 637 |
| Interest received | 9 | 4 | 59 | 13 | 19 |
| Interest paid | -276 | -236 | -768 | -682 | -920 |
| Taxes paid | -5 | -9 | -23 | -23 | -34 |
| Net cash from operating activities | 219 | -28 | 544 | 288 | 701 |
| Payments received for sale of tangible assets | 6 | - | 6 | 1 | 2 |
| Purchase of tangible assets | -119 | -76 | -441 | -340 | -510 |
| Purchase of shares | - | - | -4 | -10 | -22 |
| Received dividend | 1 | - | 2 | - | - |
| Other investments | 242 | -1 | 417 | -13 | 20 |
| Net cash from investing activities | 130 | -77 | -21 | -361 | -511 |
| Proceeds from borrowings | - | 180 | - | 725 | 1 629 |
| Repayment of borrowings | -472 | -399 | -1 101 | -1 541 | -2 219 |
| Share issue | - | - | - | 191 | 191 |
| Payments to non-controlling interests | - | -31 | - | -31 | -31 |
| Net cash from financing activities | -472 | -250 | -1 101 | -655 | -430 |
| Net changes in cash and cash equivalents | -122 | -354 | -577 | -729 | -239 |
| Cash and cash equivalents at the start of the period | 1 498 | 1 823 | 1 932 | 2 238 | 2 238 |
| Exchange gain/loss on cash and cash equivalents | -81 | -1 | -61 | -41 | -67 |
| Cash and cash equivalents at the end of the period | 1 295 | 1 468 | 1 295 | 1 468 | 1 932 |
Restricted cash amounts to NOK 208 million (NOK 274 million) and is included in the cash. Changes in restricted cash is reflected in the cash flow. For further information, please see note 10 "Cash and cash equvalents".
Note 1 General
DOF ASA (the "Company") and its subsidiaries (together, the "Group") own and operate a fleet of PSV, AHTS, subsea vessels and service companies offering services to the subsea market worldwide.
The Company is a public limited company, which is listed on the Oslo Stock Exchange and incorporated and domiciled in Norway. The head office is located at Storebø in the municipality of Austevoll, Norway.
These condensed interim financial statements were approved for issue on 27 November 2019. These condensed interim financial statements have not been audited.
These condensed interim financial statements have been prepared in accordance with IAS 34, 'Interim financial reporting'. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2018, which have been prepared in accordance with IFRS.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2018, with the exception of changes in estimates that are required in determining the provision for income taxes.
IFRS 16 Leases has replaced the standard IAS 17 Leases and related interpretations. IFRS 16 Leases removes the current distinction between operating and financing leases for lessees and requires recognition of an asset (the right to use the leased item) and a financial liability representing its obligation to make lease payments. Lease payments are reflected as interest expense and a reduction of lease liabilities.
The Group has adopted the standard at its mandatory date 1 January 2019. The Group applied the simplified transition approach and comparative amounts for the year prior to first first adoption are not restated.
Reference is made to note 2 'Accounting policies' and note 36 'Adoption of new standard as from 01.01.2019 - IFRS 16 Leases' in the Groups annual report for 2018 for a detailed description of policy- and transition choices made upon the implementation of the standard. There have been no changes to these elements.
Please see note 14 for more information.
The reporting below is presented according to internal management reporting, based on the proportional consolidation method of accounting of jointly controlled companies. The bridge between the management reporting and the figures reported in the financial statement is presented below.
| RESULT | 3rd Quarter 2019 | 3rd Quarter 2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation | ||||||||
| (MNOK) | Management reporting |
to equity method |
Financial reporting |
Management reporting |
to equity method |
Financial reporting |
||
| Operating income | 2 057 | -304 | 1 752 | 1 739 | -210 | 1 530 | ||
| Operating expenses | -1 295 | 71 | -1 224 | -1 199 | 25 | -1 173 | ||
| Net profit from associated and joint ventures | -7 | -64 | -71 | -6 | 57 | 51 | ||
| Net gain on sale of tangible assets | 3 | - | 3 | - | - | - | ||
| Operating profit before depreciation and impairment - EBITDA | 759 | -297 | 461 | 535 | -128 | 407 | ||
| Depreciation | -345 | 69 | -276 | -305 | 45 | -260 | ||
| Impairment | -917 | 184 | -733 | -124 | 7 | -117 | ||
| Operating profit - EBIT | -503 | -45 | -547 | 106 | -75 | 31 | ||
| Financial income | 12 | 14 | 26 | 11 | 10 | 21 | ||
| Financial costs | -329 | 64 | -266 | -292 | 58 | -234 | ||
| Net realised gain/loss on currencies | -60 | 5 | -54 | -118 | 2 | -115 | ||
| Net unrealised gain/loss on currencies | -944 | 47 | -897 | -29 | -1 | -31 | ||
| Net changes in fair value of financial instruments | -70 | - | -70 | 39 | - | 39 | ||
| Net financial costs | -1 390 | 129 | -1 261 | -389 | 69 | -320 | ||
| Profit (loss) before taxes | -1 893 | 84 | -1 809 | -283 | -6 | -289 | ||
| Taxes | -237 | -84 | -322 | 13 | 6 | 20 | ||
| Profit (loss) | -2 130 | - | -2 130 | -269 | - | -269 |
| RESULT | Acc 3 Quarter 2019 | Acc 3 Quarter 2018 | |||||
|---|---|---|---|---|---|---|---|
| Reconciliation | |||||||
| (MNOK) | Management reporting |
to equity method |
Financial reporting |
Management reporting |
to equity method |
Financial reporting |
|
| Operating income | 5 544 | -892 | 4 652 | 5 233 | -653 | 4 580 | |
| Operating expenses | -3 610 | 202 | -3 407 | -3 654 | 122 | -3 532 | |
| Net profit from associated and joint ventures | -14 | 62 | 48 | -7 | 213 | 207 | |
| Net gain on sale of tangible assets | 4 | - | 4 | 1 | - | 1 | |
| Operating profit before depreciation and impairment - EBITDA | 1 924 | -628 | 1 296 | 1 574 | -317 | 1 256 | |
| Depreciation | -991 | 182 | -809 | -902 | 117 | -785 | |
| Impairment | -1 121 | 204 | -917 | -397 | 38 | -360 | |
| Operating profit - EBIT | -188 | -242 | -430 | 275 | -163 | 112 | |
| Financial income | 42 | 44 | 86 | 26 | 29 | 55 | |
| Financial costs | -952 | 183 | -769 | -791 | 121 | -670 | |
| Net realised gain/loss on currencies | -245 | 13 | -232 | -223 | 9 | -214 | |
| Net unrealised gain/loss on currencies | -746 | 40 | -706 | -176 | -15 | -191 | |
| Net changes in fair value of financial instruments | 36 | - | 36 | 111 | - | 111 | |
| Net financial costs | -1 865 | 280 | -1 585 | -1 052 | 144 | -908 | |
| Profit (loss) before taxes | -2 053 | 38 | -2 015 | -778 | -19 | -796 | |
| Taxes | -316 | -38 | -355 | 49 | 19 | 68 | |
| Profit (loss) | -2 369 | - | -2 369 | -728 | - | -728 |
| BALANCE | 30.09.2019 | 30.09.2018 | |||||
|---|---|---|---|---|---|---|---|
| (MNOK) | Management reporting |
Reconciliation to equity method |
Financial reporting |
Management reporting |
Reconciliation to equity method |
Financial reporting |
|
| ASSETS | |||||||
| Tangible assets | 25 122 | -6 930 | 18 192 | 24 615 | -5 825 | 18 791 | |
| Goodwill | 85 | - | 85 | 317 | - | 317 | |
| Deferred taxes | 377 | -170 | 207 | 945 | -22 | 923 | |
| Investment in associated companies and joint ventures | 77 | 1 735 | 1 812 | 77 | 1 254 | 1 331 | |
| Other non-current financial assets | 246 | 704 | 950 | 198 | 984 | 1 182 | |
| Total non-current assets | 25 908 | -4 661 | 21 247 | 26 152 | -3 607 | 22 544 | |
| Receivables | 1 983 | -141 | 1 842 | 2 175 | -179 | 1 996 | |
| Cash and cash equivalents | 1 679 | -384 | 1 295 | 1 750 | -281 | 1 468 | |
| Total current assets | 3 662 | -525 | 3 136 | 3 925 | -460 | 3 465 | |
| Total assets | 29 570 | -5 187 | 24 383 | 30 076 | -4 068 | 26 009 | |
| EQUITY AND LIABILITIES | |||||||
| Equity | 3 512 | - | 3 512 | 6 264 | - | 6 264 | |
| Non-current liabilities | 19 220 | -4 794 | 14 425 | 18 648 | -3 439 | 15 209 | |
| Current liabilities | 6 838 | -392 | 6 446 | 5 165 | -629 | 4 536 | |
| Total liabilities | 26 058 | -5 187 | 20 871 | 23 812 | -4 068 | 19 745 | |
| Total equity and liabilities | 29 570 | -5 187 | 24 383 | 30 076 | -4 068 | 26 009 |
| Q3 2019 | Acc Q3 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| PSV | AHTS | Subsea | Q3 2019 | PSV | AHTS | Subsea | Total | |
| Operating income | 129 | 297 | 1 631 | 2 057 | 376 | 932 | 4 237 | 5 544 |
| Operating result before depreciation and impairment - EBITDA | 36 | 140 | 583 | 759 | 74 | 449 | 1 401 | 1 924 |
| Depreciation | 33 | 86 | 226 | 345 | 96 | 266 | 629 | 991 |
| Impairment | 18 | 176 | 723 | 917 | 32 | 276 | 813 | 1 121 |
| Operation result - EBIT | -15 | -122 | -366 | -503 | -53 | -94 | -41 | -188 |
| Q3 2018 | Acc Q3 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| PSV | AHTS | Subsea | Q3 2019 | PSV | AHTS | Subsea | Total | |
| Operating income | 147 | 288 | 1 304 | 1 739 | 470 | 925 | 3 838 | 5 233 |
| Operating result before depreciation and impairment - EBITDA | 32 | 110 | 392 | 535 | 68 | 379 | 1 127 | 1 574 |
| Depreciation | 31 | 86 | 187 | 305 | 94 | 265 | 542 | 902 |
| Impairment | 50 | 10 | 65 | 124 | 112 | 50 | 235 | 397 |
| Operation result - EBIT | -48 | 14 | 140 | 106 | -138 | 63 | 350 | 275 |
The Group's operating income streams are a result of the Group's Time Charter contracts and Project Contracts.
Time Charter revenue is based on contracts where the Group deliver a vessel including crew, to a client. The charterer determines, within the contractual limits, how the vessel is to be utilised. A Time Charter contract consists of a bareboat component and a service component. The bareboat period starts from the time the vessel is made available to the customer and expires on the agreed return date. The Bareboat component will normally be within the range 30-80% of the total contract value. The service component covering crew on board the vessel. The service component is within the scope of IFRS 15, while the bareboat component is within the scope of IAS 17/IFRS 16. Both the service and the bareboat are recognised as revenue over the lease period on a straight-line basis. There is no time charter revenue when the vessels are off hire.
Project revenue is based on contracts where the Group utilises its vessels, equipment, crew and the onshore project organisation to perform tailor made service on the client's installations and/or assets. The project revenue is recognised over time.
Both Time Charter contracts and Project contracts are contracts with customers where the Group is compensated based on a fixed day rate for vessel, equipment and personnel. Some of the project contracts will from time to time be lump sum contracts based on a fixed fee for the total service and/or construction delivered.
| Operating income | Q3 2019 | Q3 2018 | Acc Q3 2019 | Acc Q3 2018 | 2018 |
|---|---|---|---|---|---|
| Lump sum contracts | 131 | 21 | 243 | 59 | 125 |
| Day rate contracts | 1 621 | 1 509 | 4 409 | 4 521 | 5 926 |
| Total | 1 752 | 1 530 | 4 652 | 4 580 | 6 051 |
The Group applies cash flow hedge accounting related to foreign exchange rate risk on expected highly probable income in USD, using a non-derivative financial hedging instrument. This hedging relationship is described below.
The Group applies hedge accounting related to the cash flow hedging of expected highly probable income in USD, from its operations in Brazil.
The cash flow hedges hedge a portion of the foreign currency risk arising from highly probable income in USD relating to time charter contracts on vessels owned by the company Norskan Offshore Ltda.
The hedging instruments are portions of the companies' long term debt denominated in USD. The risk being hedged in each hedging relationship is the spot element of the forward currency rate of USD/BRL. The future highly probable income has a significant exposure to the spot element as the spot element is the main part of the forward rate. The long term debt is translated from USD to BRL at spot rate on the balance sheet date every reporting period.
The effective portion of changes in the fair value of the instruments that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. For 3rd quarter an ineffective portion (unrealised loss) is recognised in the finance result with NOK 550 million.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the expected income is recognised.
| Vessel and periodical | Operating | "Right-of-use" | |||
|---|---|---|---|---|---|
| 2019 | maintenance | ROV | equipment | assets | Total |
| Book value at 31.12.2018 | 17 787 | 707 | 403 | 18 898 | |
| Implementation of IFRS 16 Leases | 353 | 353 | |||
| Book value at 01.01.2019 | 17 787 | 707 | 403 | 353 | 19 251 |
| Addition | 413 | 121 | 29 | 18 | 581 |
| Disposal | -2 | -3 | -5 | ||
| Depreciation | -582 | -118 | -68 | -41 | -809 |
| Impairment loss | -708 | -708 | |||
| Currency translation differences | -118 | 2 | -1 | -117 | |
| Book value at 30.09.2019 | 16 792 | 710 | 364 | 326 | 18 192 |
| 2018 | Vessel and periodical maintenance |
ROV | Newbuilds | Operating equipment |
Total |
| Book value at 01.01.2018 | 19 368 | 844 | 11 | 444 | 20 667 |
| Addition | 285 | 3 | 8 | 49 | 345 |
| Reclassification | 21 | -14 | -7 | - | |
| Depreciation | -586 | -117 | -82 | -785 | |
| Impairment loss | -359 | -1 | -360 |
Net booked value of right-of-use assets at 30 September 2019 consists of property with NOK 307 million and operating equipment with NOK 18 million.
Currency translation differences -1 056 -5 -16 -1 077 Book value at 30.09.2018 17 652 746 5 387 18 791
Newbuild balance for 2018 relates to other subsea equipment under construction. For presentation purposes the newbuild balance has been allocated to the related asset group in 2019, this also includes the opening balance of newbuilding that was allocated to ROVs and operating equipments.
Impairment indicators are observed and an impairment test for vessels in the Group has been done. Impairment tests are performed in line with accounting principles presented in annual report for 2018. Impairment of vessels in the amount of NOK 524 million has been recognised in the 3rd quarter of 2019 and NOK 708 million year to date 30 September 2019.
In addition an impairment in the joint ventures of NOK 184 million has been done in 3rd quarter 2019 and NOK 204 million year to date 30 September 2019.
Goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.
Continued challenging market situation has resulted in lower earnings and higher risk in the segments for a longer period and market recovery takes longer than previously assumed. To reflect the challenging market situation and delay in the market recovery, the management has reassessed estimated future cash flows and recognised an impairment of NOK 209 million in Q3 2019.
Balance at 30 September 2019 amounts to NOK 85 million and allocated to the subsea segment.
Deferred tax asset is recognised on the basis of unused tax losses carried forward and temporary differences to the extent that it is probable that there will be sufficient future earnings available, against which the tax losses carried forward and temporary differences can be utilised.
Continued challenging market situation has resulted in lower earnings and increased risk in some tax jurisdictions. In this context the inherent uncertainty in forecasting, timing of furture taxable profits and reversal of termporary differences has increased. As a result, the management has revised its estimates for future taxable profits and has recognised a tax cost of NOK 763 million. NOK 523 million is recognised as tax cost and NOK 240 million is related to cash flow hedge and recognised as other comprehensive income.
At end of Q3 2019 the Group has recognised deferred tax asset of NOK 207 million, mainly related to operation in Brazil.
| Joint ventures | Ownership |
|---|---|
| DOFCON Brasil AS with subsidiaries | 50% |
| DOF Deepwater AS | 50% |
| DOF Iceman AS (owner of 40% in Iceman AS, Skandi Iceman) | 50% |
| Associated companies | |
| Master & Commander | 20% |
| Skandi Aukra AS | 34% |
| Iceman AS (Skandi Iceman) | 35% |
| DOF OSM Services AS | 50% |
| DOF Subsea Ghana Ltd | 49% |
| Effect of application of IFRS 11 on investments in joint ventures; | 30.09.2019 |
| Opening balance 01.01.2019 | 1 547 |
| Addition | 2 |
| Profit (loss) | 48 |
| Profit (loss) through OCI | 115 |
| Negative value on investments reallocated to receivable and liabilities | 101 |
| Closing balanse 30.09.2019 | 1 812 |
| 30.09.2019 | 30.09.2018 | 31.12.2018 | |
|---|---|---|---|
| Restricted cash *) | 208 | 274 | 316 |
| Cash and cash equivalent | 1 087 | 1 194 | 1 616 |
| Total cash and cash equivalent | 1 295 | 1 468 | 1 932 |
*) Including restricted cash related to non-current loans from Eksportfinans.
DOF ASA Group shall have a book equity higher than NOK 3,000 million, free cash deposits shall at all times be minimum NOK 500 million excluding DOF Subsea AS (and it's subsidiaries) and market value of the vessels on aggregated level shall at all times be higher than 100% of outstanding secured debt.
DOF Subsea has the following covenants (based on proportional consolidation method of accounting for joint ventures); the book equity shall be higher than NOK 3,000 million, minimum free liquidity shall at all times be minimum NOK 500 million, value adjusted equity shall be at least 30% and market value vessels shall at all times be at least 110-130% of outstanding secured debt. The minimum free liquidity has been waived to NOK 400 million until end 2019.
The Group is in compliance with its financial covenants as of 30 September 2019.
| Interest bearing liabilities | 30.09.2019 | 30.09.2018 | 31.12.2018 |
|---|---|---|---|
| Non-current interest bearing liabilities | |||
| Bond loan | 2 168 | 1 930 | 2 480 |
| Debt to credit institutions | 11 814 | 13 152 | 13 007 |
| Lease liabilities (IFRS 16) | 384 | - | - |
| Total non-current interest bearing liabilites | 14 366 | 15 082 | 15 487 |
| Current interest bearing liabilities | |||
| Bond loan | 467 | 100 | |
| Debt to credit institutions | 4 048 | 2 739 | 3 375 |
| Lease liabilities (IFRS 16) | 90 | ||
| Overdraft facilities | 81 | 333 | 59 |
| Total current interest bearing liabilities | 4 686 | 3 072 | 3 534 |
| Total interest bearing liabilities | 19 052 | 18 154 | 19 021 |
| Net interest bearing liabilities | |||
| Other interest bearing assets non-current (sublease IFRS 16) | 141 | ||
| Cash and cash equivalents | 1 295 | 1 468 | 1 932 |
| Total net interest bearing liabilities | 17 616 | 16 685 | 17 089 |
| Net effect of IFRS 16 Lease | 332 | ||
| Total net interest bearing liabilities excluded IFRS 16 Lease liabilities | 17 284 | 16 685 | 17 089 |
Non-current loans provided by Eksportfinans are invested as restricted deposits. The repayment terms of the loans from Eksportfinans are equivalent with the reduction of the deposits. The loans are fully repaid in 2020. The cash deposit is included in restricted deposits.
Current portion of debt to credit institutions amounts to NOK 4,048 million including balloon payments of NOK 1,818 million, ordinary instalments of NOK 1,580 million and drawn credit facilities of NOK 650 million. The credit facilities are non-current and may be redrawn.
As reported in 2nd quarter, the Board and management are working on a long-term refinancing solution for the Group which include a dialogue with the banks, bondholders and the main shareholders. In parallel the Group has agreed a waiver on existing short-term facilities until the 2nd half of December. The discussions with the relevant stakeholders have been constructive and the progress is good, however no assurance can be given that the Group will be successful in this respect. The effect of not being able to obtain a long-term financial solution will affect the classification of debt and may also affect the ´going concern´ assumption. If the Group cannot be treated as ´going concern´, the valuation of the Group's assets must be further revised.
The effect of not being able to obtain a long-term financial solution, may result in a reclassification of the Group's non-current debt to credit institutions and bond loans from non-current debt to current debt. If a reclassification should occur, the consequence will be that the amount of current debt will increase by NOK 9.6 billion as of 30 September 2019.
| Installment- and balloon profile *) |
Q4 2019 Q1 2020 Q2 2020 | Q3 2020 | Total current debt |
Remaining 2020 |
2021 | 2022 | 2023 | Subsequent | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Bond loan | 92 | 375 | 467 | 1 337 | 840 | 2 644 | |||||
| Debt to credit institutions | 916 | 387 | 516 | 1 818 | 2 351 | 172 | 764 | 5 105 | |||
| Balloons debt to credit institutions | 732 | 736 | 360 | 402 | 2 230 | 441 | 1 322 | 1 137 | 1 056 | 4 610 | 10 797 |
| Overdraft facilities | 81 | 81,0 | 81 | ||||||||
| Total | 1 821 | 1 123 | 735 | 917 | 4 597 | 441 | 3 673 | 2 646 | 2 659 | 4 610 | 18 627 |
*) Lease debt according to IFRS 16 and amortised costs are excluded in the figures above.
| Loan divided on currency and fixed interest | Share fixed interest |
Balance 30.09.2019 |
|---|---|---|
| NOK | 70% | 8 199 |
| USD | 80% | 9 934 |
| CAD | 100% | 389 |
| BRL | 0,0 % | 106 |
| Total | 75% | 18 627 |
Changes in total liabilites over a period consists of both cash effects (proceeds and repayments) and non-cash effects (amortisations and currency translations effects). The following are the changes in the Group's borrowings:
| Non-cash changes | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reconciliation changes in liabilities | Balance 31.12.2018 |
Cash flows | Implementation IFRS 16 Lease |
Proceeds lease debt |
Amortised loan expenses |
Currency adjustments |
Balance 30.09.2019 |
||
| Non-current interest bearing liabilities | |||||||||
| Bond loan | 2 580 | -3 | 59 | 2 636 | |||||
| Debt to credit institutions | 16 382 | -1067 | 85 | 16 | 446 | 15 862 | |||
| Lease liabilities | -56 | 525 | 5 | 474 | |||||
| Overdraft facilities | 59 | 22 | 81 | ||||||
| Total interest bearing liabilities | 19 021 | -1 101 | 525 | 85 | 13 | 510 | 19 052 |
After period end, DOF Subsea has been awarded several contracts in the Subsea/IMR Project segment, securing utilisation for both vessels and resources. The Atlantic region has secured a contract to deliver integrated FSV services, project management and engineering in Angola and a mooring refurbishment and installation project in Ghana. Under the contracts, the region will utilise Skandi Seven and Skandi Skansen respectively. In the North Sea, Fugro has extended the contract on Skandi Carla until end of October 2020. The Asia Pacific region has secured several contracts in the Subsea/ IMR Project segment. The contracts include IMR and light construction and the region will utilise Skandi Hercules and Skandi Singapore for a total of 130 vessel days. The North America region has secured a 3-year frame agreement for IMR and light construction services in Trinidad. The region will utilise Skandi Neptune, with commencement for the first offshore job in early December. In addition, the region has won a 21-day contract for AUV services in the GoM, utilising Geosea.
DOF Subsea signed in October a contract with Kværner to collaborate and deliver marine operations for Equinor's Hywind Tampen Project. The contract will be executed in a 50/50 partnership with Kværner. Hywind Tampen will be the world's largest floating offshore wind farm and will supply electrical power to the oil and gas platforms at the Gullfaks and Snorre fields.
Skandi Vega has been awarded a 6-month extension on a frame agreement with Equinor Energy AS. The extension is firm until mid May and Skandi Barra has been awarded a contract for up to six months with commencement planned for late November 2019.
The Group has secured a multiple vessel contract with major key Client in the Mediterranean Sea with utilisation of two large pipe carriers (PSVs) and one high specification AHTS for respectively a minimum 60 and 75 firm days plus options. Expected start up is in December.
On the 30th October the shareholders agreed to reduce the Company's share capital from NOK 1,504 million to NOK 301 million by way of reducing the nominal value of the shares from NOK 5 to NOK 1. Following the share capital decrease, the Company's share capital is NOK 301 million divided into 300,887,779 shares.
The Company has in November entered into a share purchase agreement with two companies controlled by First Reserve to purchase 35% of DOF Subsea AS. Post the acquisition the Company is the sole shareholder of DOF Subsea AS.
Transactions with related parties are governed by market terms and conditions in accordance with the "arm's length principle". The transactions are described in the Annual report for 2018.
There are no major changes in the type of transactions between related parties.
The implementation of the IFRS 16 has increased the financial position with lease liabilities, net investments and right-of-use assets. The Groups equity has not been impacted by the implementation of IFRS 16. The following line items in the financial report have been impacted as result of the new accounting standard.
| Implementation | |||
|---|---|---|---|
| IFRS 16 | |||
| CONSOLIDATED STATEMENT OF BALANCE SHEET | 31.12.2018 | Leases | 01.01.2019 |
| Tangible assets | 18 898 | 353 | 19 251 |
| Other non-current assets | 3 917 | 172 | 4 089 |
| Total non-current assets | 22 815 | 525 | 23 340 |
| Total current assets | 3 650 | 3 650 | |
| Total assets | 26 465 | 525 | 26 990 |
| Total equity | 5 778 | 5 778 | |
| Non-current liabilities | 15 578 | 441 | 16 019 |
| Current liabilities | 5 110 | 84 | 5 194 |
| Total liabilities | 20 687 | 525 | 21 212 |
| Total equity and liabilities | 26 465 | 525 | 26 990 |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS | Q3 2019 excluding IFRS 16 |
Effect of IFRS 16 |
Q3 2019 | Acc Q3 2019 excluding IFRS 16 |
Effect of IFRS 16 |
Acc Q3 2019 |
|---|---|---|---|---|---|---|
| Operating revenue | 1 764 | -12 | 1 752 | 4 689 | -36 | 4 652 |
| Operating expenses | -1 251 | 27 | -1 224 | -3 489 | 81 | -3 407 |
| Share of net income from associates and joint ventures | -71 | -71 | 48 | 48 | ||
| Profit from sale of tangible assets | 3 | 3 | 4 | 4 | ||
| Operating result before depreciation and impairment (EBITDA) | 447 | 15 | 461 | 1 251 | 45 | 1 296 |
| Depreciation | -262 | -14 | -276 | -767 | -41 | -809 |
| Impairment | -733 | - | -733 | -917 | - | -917 |
| Operating result (EBIT) | -548 | 1 | -547 | -434 | 4 | -430 |
| Net financial costs | -1 261 | - | -1 261 | -1 574 | -11 | -1 585 |
| Profit (loss) before taxes | -1 810 | 1 | -1 809 | -2 008 | -7 | -2 015 |
| Taxes | -322 | -322 | -355 | -355 | ||
| Profit (loss) for the period | -2 131 | 1 | -2 130 | -2 362 | -7 | -2 369 |
| RECONCILIATION OF LEASE COMMITTMENTS TO LEASE LIABILITIES | 01.01.2019 |
|---|---|
| Operating lease committments (IAS 17) at 31 December 2018 | 678 |
| Practical expendient related to short-term and low-value leases | -72 |
| Effect of discounting | -93 |
| Escalation and amendments to lease agreements | 12 |
| Lease liabilities recognised at initial application | 525 |
| Name | No. shares | Shareholding |
|---|---|---|
| MØGSTER MOHN OFFSHORE AS | 150 638 643 | 50.06% |
| BNP PARIBAS SECURITIES SERVICES | 9 570 169 | 3.18% |
| RBC INVESTOR SERVICES BANK S.A. | 2 600 000 | 0.86% |
| NORDNET BANK AB | 2 410 450 | 0.80% |
| DRAGESUND INVEST AS | 2 360 000 | 0.78% |
| CITIBANK, N.A. | 2 342 378 | 0.78% |
| MORGAN STANLEY & CO. LLC | 2 183 805 | 0.73% |
| MOCO AS | 1 984 419 | 0.66% |
| SKANDINAVISKA ENSKILDA BANKEN AB | 1 962 201 | 0.65% |
| BERGEN KOMMUNALE PENSJONSKASSE | 1 800 000 | 0.60% |
| MP PENSJON PK | 1 646 926 | 0.55% |
| HOLDEN, JIM ØYSTEIN | 1 629 803 | 0.54% |
| AS NAVE | 1 565 594 | 0.52% |
| STAVERN HELSE OG FORVALTNING AS | 1 500 000 | 0.50% |
| STATE STREET BANK AND TRUST COMP | 1 203 565 | 0.40% |
| PARETO INVEST AS | 1 162 229 | 0.39% |
| AKERSHUS INTERKOMMUNALE | 1 000 000 | 0.33% |
| DP HOLDING AS | 1 000 000 | 0.33% |
| KRISTIAN FALNES AS | 950 000 | 0.32% |
| THE NORTHERN TRUST COMP, LONDON BR | 874 097 | 0.29% |
| Total | 190 384 279 | 63.27% |
| Total other shareholders | 110 503 500 | 36.73% |
| Total no of shares | 300 887 779 | 100.00% |
DOF ASA financial information is prepared in accordance with international financial reporting standards (IFRS). In addition DOF ASA discloses alternative performance measures as a supplement to the financial statement prepared in accordance with IFRS. Such performance measures are used to provide an enhanced insight into the operating performance, financing and future prospects of the company and are frequently used by securities analysts, investors and other interested parties.
The definitions of these measures are as follows:
Financial reporting – Financial Reporting according to IFRS.
Management reporting – Investments in joint ventures (JV) is consolidated on gross basis in the income statement and the statement of financial position.
EBITDA – Operating profit (earnings) before depreciation, impairment, amortisation, net financial costs and taxes is a key financial parameter. The term is useful for assessing the profitability of its operations, as it is based on variable costs and excludes depreciation, impairment and amortise costs related to investments. Ebitda is also important in evaluating performance relative to competitors.
EBITDA before hedge – Ebitda as described above adjusted for hedge accounting of revenue, according to mangement reporting.
Operational EBITDA – Ebitda as described above adjusted for gain on sale of tangible assets, according to management reporting.
Operational EBITDA before hedge – Ebitda as describe above adjusted for gain on sale of tangible assets and hedge accounting of revenue, according to management reporting.
EBIT – Operating profit (earnings) before net financial costs and taxes.
Profit before unrealised finance costs – Profit before net unrealised gain/loss on currencies and net changes in the fair value of financial instruments.
Unrealised finance costs – Total unrealised gain/loss on currencies and net changes in the fair value of financial instruments.
Unemployed capital – Vessel under construction (newbuildings).
Interest bearing debt – Total of current and non-current borrowings.
Net interest bearing debt – Interest bearing debt minus current and non-current interest-bearing receivables and cash and cash equivalents. The use of the term "net debt" does not necessarily mean cash included in the calculation are available to settle debts if included in the term.
Debt ratio – Net interest bearing debt divided on total equity and debt.
Utilisation – Utilisation of vessel numbers is based on actual available days including days at yard for periodical maintenance, upgrading, transit or idle time between contracts.
Contract coverage – Number of future sold days compared with total actual available days excluded options.
Contract Backlog – Sum of undiscounted revenue related to secured contracts in the future and optional contract extensions as determined by the client. Contract coverage related to master service agreements (MSA`s) within the CSV segment, includes only confirmed purchase order.
Alfabygget 5392 Storebø NORWAY
Phone: +47 56 18 10 00 Fax: +47 56 18 10 06 [email protected]
DOF Subsea AS Thormøhlensgate 53 C 5006 Bergen NORWAY Phone: +47 55 25 22 00 Fax: +47 55 25 22 01
Thormøhlensgate 53 C 5006 Bergen NORWAY Phone: +47 55 25 22 00 Fax: +47 55 25 22 01
Alfabygget 5392 Storebø NORWAY Phone: +47 56 18 10 00 Fax: +47 56 18 10 06 [email protected]
Belas Business Park-Talatona Edificio Bengo, 1º Andar Sala 106/107, Luanda REPUBLIC OF ANGOLA Phone: +244 222 43 28 58 Fax: +244 222 44 40 68 Mobile: +244 227 28 00 96 +244 277 28 00 95
DOF Management Argentina S.A. Peron 315, piso 1, Oficina 6-b 1038 - Buenos Aires ARGENTINA
Phone: +54 11 4342 4622 [email protected]
DOF Subsea Australia Pty Ltd
5th Floor, 181 St. Georges Tce Perth WA 6000 AUSTRALIA Phone +61 8 9278 8700 Fax: +61 8 9278 8799
5th Floor, 181 St. Georges Tce Perth WA 6000 AUSTRALIA Phone: +61 3 9556 5478
Mobile:+61 418 430 939 [email protected]
Rua Lauro Muller 116, 17 andar Torre do Rio Sul - Botafogo Rio de Janeiro, R.J. BRAZIL - CEP: 22290-160 Phone: +55 21 21 03 57 00 Fax: +55 21 21 03 57 17 [email protected]
Rua Fiscal Juca, 330 Q: W2 – L: 0001 Loteamento Novo Cavaleiros Vale Encantado – Macaé/RJ BRAZIL - CEP 27933-450 Phone: +55 22 21 23 01 00 Fax: +55 22 21 23 01 99
26 Allston Street Mount Pearl, Newfoundland CANADA, A1N 0A4 Phone: +1 709 576 2033 Fax: +1 709 576 2500
Singapore
25 Loyang Crescent Block 302 TOPS Avenue 3 #01-11 SINGAPORE 508988 Phone: +65 6868 1001 Fax: +65 6561 2431 [email protected]
25 Loyang Crescent Block 302 TOPS Avenue 1 #01-11 SINGAPORE 508988 Phone: +65 6561 2780 Fax: +65 6561 2431
Horizons House, 81-83 Waterloo Quay Aberdeen, AB11 5DE UNITED KINGDOM
Phone: +44 1224 586 644 Fax: +44 1224 586 555 [email protected]
Horizons House 81-83 Waterloo Quay Aberdeen, AB11 5DE UNITED KINGDOM Phone: +44 1224 614 000 Fax: +44 1224 614 001
5365 W. Sam Houston Parkway N Suite 400 Houston, Texas 77041 USA Phone: +1 713 896 2500 Fax: +1 713 726 5800
Alfabygget 5392 Storebø NORWAY
www.dof.com

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