Quarterly Report • Nov 20, 2015
Quarterly Report
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HAVYARD GROUP ASA is a fully integrated Ship Technology company and delivers products and services within the complete value chain from vessel design to support of vessels in operation. We focus on having the best competence within all the vital segments of the value chain.
Our vision is Improving Life At Sea and the motivation for our employees is to add value to and improve the situation for all who use our products.
Havyard Group delivers ship designs, ship equipment and construction of advanced vessels for offshore oil production, renewable energy production, fishing and fish farming for shipyards and shipowners worldwide.
P.O.Box 215 6099 Fosnavåg Norway
Visiting address: Havilahuset, Mjølstadnesvegen, 6092 Fosnavåg, Norway
Phone: +47 70 08 45 50 [email protected]
HAVYARD DESIGN & SOLUTIONS AS, dep. Fosnavåg HAVYARD POWER & SYSTEMS AS, dep. Ålesund HAVYARD DESIGN & SOLUTIONS AS, dep. Stavanger HAVYARD DESIGN & ENGINEERING Poland HAVYARD DESIGN & ENGINEERING Rijeka d.o.o HAVYARD South America ltda. HAVYARD China HAVYARD Far East
HAVYARD SHIP TECHNOLOGY AS, dep. Fosnavåg HAVYARD SHIP TECHNOLOGY AS, dep. Leirvik HAVYARD SHIP TECHNOLOGY AS, dep. Turkey HAVYARD PRODUCTION & SERVICE Sp. z o.o.
NES POWER & SYSTEMS NORWEGIAN ELECTRIC SYSTEMS AS
HAVYARD MMC AS, dep. Fosnavåg HAVYARD MMC AS dep. Vigra HAVYARD MMC AS dep. Tromsø HAVYARD MMC AS dep. Haugesund MMC GREEN TECHNOLOGY AS
.
• Postponement of delivery NB 123 to Marine Platforms Ltd from June 2017 to June 2018. The customer has the right to cancel the contract in March 2016, provided the customer in advance has paid an agreed amount. The postponement will not affect the result for third quarter 2015.
| MNOK | 2015 YTD | 2014 YTD | Q3 15 | Q3 14 | 2014 |
|---|---|---|---|---|---|
| Operating revenues | 1 410 | 1 673 | 493 | 548 | 2 411 |
| Cost of sales | 983 | 1 172 | 356 | 383 | 1 764 |
| Payroll expences | 311 | 298 | 111 | 100 | 416 |
| Other operating exp. | 103 | 127 | 22 | 42 | 165 |
| Operating expences | 1 397 | 1 598 | 488 | 526 | 2 345 |
| EBITDA | 12 | 76 | 5 | 22 | 66 |
| Depreciation | 19 | 17 | 7 | 6 | 21 |
| EBIT | -7 | 59 | -2 | 16 | 45 |
| Net financial | 26 | 1 | 7 | 1 | -6 |
| Profit before tax | 19 | 60 | 5 | 17 | 39 |
| 2015 YTD | 2014 YTD | Q3 15 | Q3 14 | 2014 | |
|---|---|---|---|---|---|
| Operating revenue | 1410 | 1673 | 493 | 548 | 2 411 |
| EBITDA | 12 | 76 | 5 | 22 | 66 |
| EBIT | -7 | 59 | -2 | 16 | 45 |
| EBIT-margin | -0.5% | 3.5% | -0.4% | 3.0% | 1.9% |
| Profit before tax | 19 | 60 | 5 | 17 | 39 |
| Earnings per share | 0.94 | 1.9 | 0.3 | 0.63 | 1.24 |
| NIBD | 198 | 64 | 197 | 64 | 167 |
| Working Capital | 189 | 164 | 189 | 164 | 164 |
Operating revenue EBIT
The operating revenue for the Group in the third quarter of 2015 was NOK 492.7 million, compared to NOK 548.0 million in the corresponding period of 2014. The decrease is mainly due to lower activity at the yard in Leirvik. There have been two vessels for outfitting in the third quarter 2015. The operating revenue for the first three quarters of 2015 was NOK 1,409.5 million, compared to NOK 1,673.4 million in the corresponding period in 2014.
For the third quarter of 2015, the Group recorded earnings before interest and tax (EBIT) of NOK -2.1 million, while the EBIT for the third quarter of 2014 was NOK 16.3 million. This corresponded to an EBIT margin of -0.4 % in the third quarter of 2015 compared to 3.0 % in the third quarter of 2014. The EBIT for the three first quarters of 2015 was NOK -7.1 million compared to NOK 59.1 million in the first three quarters of 2014. The corresponding margins were -0.5 % in 2015 and 3.0 % in 2014.
The margins for the first three quarters of 2015 are affected by three loss projects in the Ship Technology segment. Additionally, there was lower capacity utilization for all areas and extraordinary warranty costs beyond provisions for Havyard Ship Technology.
The total assets in the Group have increased from NOK 1,736.4 million to NOK 1,880.4 million from the year end 2014 to the third quarter in 2015.
The total equity has increased from NOK 596.3 million to NOK 624.5 million from the year end 2014 to the third quarter in 2015. The equity ratio has decreased from 34 % in the end of 2014 to 33 % in the third quarter of 2015. The main reason for the increased equity is due to profit from acquisition of a subsidiary in 2015.
Investments in financial assets and investments in associates decreased from NOK 343.8 million at year-end 2014 to NOK 329.5 million at the end of second quarter 2015. The reason for the reduction is acquisitions in subsidiaries previously classified as an associate and sale of shares in Fosnavåg Vekst.
Current assets have increased from NOK 1,045.1 million in the end of 2014 to NOK 1,168.2 million in the third quarter of 2015.
Total liabilities are NOK 1,255.9 million in the third quarter of 2015, compared to NOK 1,140.0 million in 2014.
Aggregate cash flow from operating activities is negative with NOK 66.1 million in the first three quarters of 2015, compared to a negative cash flow of NOK 87.7 million in the corresponding period of 2014. The reason for the reduction is mainly because of increased accounts receivables, construction work in progress and reduction of accounts payables. Increased prepayments from customers have reduced the negative cash flow.
Aggregate cash flow from investing activities was negative with NOK 13.9 million the first three quarters of 2015, compared to a positive cash flow NOK 44.5 million in the corresponding period of 2014. The cash flow from investments in 2015 is mainly a result of the following factors:
Aggregate cash flow from financing activities is negative with NOK 10.5 million in the first three quarters of 2015, compared to a positive cash flow of NOK 47.8 million in the corresponding period of 2014. The negative cash flow is mainly a result of payment of dividend and interest costs.
Order backlog
The order book is approximately NOK 2,812 million as of the third quarter of 2015. All segments in the Group need new order intake to fill capacity in 2016.
In third quarter 2015 the Group has signed one new contract for delivery of design and building of an offshore construction ship to Marine Platforms Ltd for delivery in 2017. (Postponed to 2018 reported oktober)
For the remaining quarter of 2015 and 2016, the order backlog includes one PSV, one Offshore windfarm Service Operation Vessel (SOV), three AHTS Icebreakers and one live fish carrier.
In addition to this, the order backlog includes design contracts and equipment packages, both to domestic and foreign costumers for vessels built at yards worldwide.
More information regarding the order backlog and status is specified under each segment.
The operating revenue was NOK 1,029 million in the first three quarters of 2015, compared to NOK 1,371 million in the corresponding period of 2014. The operating profit (EBIT) in the first three quarters of 2015 was NOK -30 million, compared to NOK 35 million in the corresponding period of 2014. The corresponding margins were -3% in the first three quarters of 2015, compared to 2.6 % in the first three quarters of 2014.
Main reason for the negative result is lower capacity utilization. For 2015 there have been extraordinary warranty costs, mainly for prototype-design.
The following vessels have been docked at the shipyard in Leirvik for the outfitting phase during 2015:
The order backlog as of the third quarter of 2015 is NOK 2 302 million. The order backlog includes one PSV, one Service Operation Vessel (SOV), three AHTS Icebreakers and one live fish carrier.
For the first three quarters of 2015, the operating revenue is NOK 166 million. This is a decline of NOK 30 million from the corresponding period in 2014. The reason for this is mainly lower activity on projects than in the corresponding period in 2014.
The operating result (EBIT) for the first three quarters of 2015 is NOK 13 compared to NOK 37 in the first three quarters of 2014. The EBIT-margin has declined from 18.9 % in the first three quarters of 2014 to 17.8% in the first three quarters of 2015. The main reason for the decline in EBIT and EBIT-margin is lower capacity utilization than in the first three quarters of 2014.
Total order backlog for this segment is approximately NOK 397 million, where approximately NOK 99 million is internal deliveries. Total external order backlog is NOK 298 million.
Havyard Power & Systems (HPS) are now under the Havyard Design & Solution segment. HPS where earlier reported under the Power and Systems segment. Comparable numbers are adjusted for the change in segments.
NES Power & systems segment has NOK 109 million in operating revenue for the first three quarters of 2015. The operating profit (EBIT) is NOK -0.67 million for the first three quarters of 2015.
Total order backlog for this segment is approximately NOK 123 million, where approximately NOK 54 million is internal deliveries. Total external order backlog is NOK 69 million.
Havyard Power & Systems (HPS) is now in the Design & Solutions segment. HPS was earlier in the Power & Systems segment together with Norwegian Electric Systems AS (NES) (from acquisition of NES in Q1 2015). This also reflect the missing comparable numbers as NES was classified as financial assets in 2014.
Havyard bought 12.6 % of the share in NES January 2015, increasing the ownership from 37.9 % to 50.5 %. The price for the 12.6 % was NOK 18.3 million. NES is included in the Power & Systems segment from febryary 2015. Earlier Havyard's ownership in NES was presented under financial income. See note 5 for more information.
The operating revenue has decreased from NOK 231 million in the first three quarters of 2014 to NOK 212 in the corresponding period of 2015. The decrease of NOK 18.7 million is mainly related to decreased capacity utilization in the first half of 2015.
The operating profit (EBIT) of NOK 9.4 million in the first three quarters of 2015 is equal to the operating profit in the corresponding period of 2014. In the first three quarters of 2015 the EBIT-margin is 4.4 %, compared to 4.2 % in the first three quarters of 2014.
The order backlog for MMC is approximately NOK 146 million, where NOK 9 million is internal deliveries to the Ship Technology segment. External order backlog is approximately NOK 137 million.
THIRD QUARTER 2015 16
The Group's average total sick leave in the 21 month period January 2014 to September 2015 is 3.34%. The average for the first nine month of 2015 is 3.39%. The sick leave has been steadily decreasing during 2013 and 2014, but has now increased somewhat in 2015. The reduction in 2013 and 2014 is a result of a long term focus on Inclusive working condition, job presence during sick leave and occupational health care. The increase in 2015 is considered to be of temporary character.
During the last 12 months the Group has had a total of 18 injuries resulting in absence from work. This figure includes the subcontractors at the shipyard in Leirvik. An extensive action plan is implemented with the target of reducing injuries both for own employees and subcontractors, and this has reduced the number of injuries.
In addition to health and safety the Group is focusing on quality. Internal audits in accordance with ISO 9001/ISO 14001, several supplier audits and audits from costumers were performed in 2014 and this process continues in 2015. Quality deviations are measured, documented in action lists and handled as quickly and effectively as possible.
!
Havyard Group defines operational risk as the ability to deliver at the right time, with the right quality and at the right cost. The delivery of vessels, design packages and equipment in accordance with these parameters is a substantial risk element, and is the most significant factor that affects Havyard Group´s financial results.
Other risk factors are interest rates, exchange rates and our customers' ability to meet their obligations.
Havyard Group works systematically with risk management in all its segments and subsidiaries. All managers are responsible for risk management and internal control within their business segment. Reference is made to the annual report for 2014 for a further description of risk factor and risk management.
Fosnavåg, 20 november 2015 The Board of Directors and CEO Havyard Group ASA
Havyard Group ASA
| (NOK 1,000) | 2015 YTD | 2014 YTD | 2015 Q3 | 2014 Q3 | 2014 |
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||
| Sales revenues | 1 404 422 | 1 668 602 | 491 290 | 544 727 | 2 401 597 |
| Other operating revenues | 5 091 | 4 763 | 1 420 | 3 233 | 9 208 |
| Operating revenues | 1 409 513 | 1 673 365 | 492 711 | 547 960 | 2 410 805 |
| Cost of sales | 982 777 | 1 172 241 | 355 769 | 383 421 | 1 763 601 |
| Payroll expenses etc. | 311 155 | 298 467 | 110 748 | 100 046 | 416 329 |
| Other operating expenses | 103 173 | 126 922 | 21 519 | 42 250 | 164 659 |
| Operating expenses | 1 397 105 | 1 597 630 | 488 036 | 525 717 | 2 344 589 |
| Operating profit before depreciation and amortization - EBITDA |
12 408 | 75 735 | 4 675 | 22 243 | 66 215 |
| Depreciation | 19 476 | 16 680 | 6 741 | 5 972 | 21 064 |
| Operating profit - EBIT | -7 068 | 59 055 | -2 066 | 16 271 | 45 152 |
| Profit of purchase in associate | 22 603 | - | - | - | - |
| Financial income | 20 219 | 8 524 | 9 239 | 2 614 | 20 256 |
| Financial expenses | 21 366 | 15 302 | 3 485 | 4 664 | 32 344 |
| Share of profit/loss of associate | 4 180 | 8 200 | 1 251 | 3 187 | 6 036 |
| Profit before tax | 18 568 | 60 477 | 4 940 | 17 408 | 39 100 |
| Income tax expense | -4 106 | 14 108 | -1 949 | 3 484 | 9 089 |
| Profit for the period | 22 674 | 46 369 | 6 889 | 13 924 | 30 010 |
| Attributable to : | |||||
| Equity holders of parent | 21 117 | 42 866 | 6 794 | 14 119 | 27 992 |
| Non-controlling interest | 1 557 | 3 503 | 95 | -195 | 2 018 |
| Total | 22 674 | 46 369 | 22 674 | 13 924 | 30 010 |
| Earnings per share (NOK) | 0.94 | 1.90 | 0.30 | 0.63 | 1.24 |
Havyard Group ASA
| (NOK 1,000) | 2015 YTD | 2014 YTD | 2015 Q3 | 2014 Q3 | 2014 |
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||
| Profit for the period | 22 674 | 46 369 | 6 889 | 13 924 | 30 010 |
| Other comprehensive income | |||||
| Items that will be reclassified to income statement | |||||
| Translation differences | 182 | ||||
| Fair value adjustment avaliable-for-sale financial assets | |||||
| Total | 182 | - | - | - | - |
| Other comprehensive income | 182 | - | - | - | - |
| Total comprehensive income | 22 856 | 46 369 | 6 889 | 13 924 | 30 010 |
| Attributable to : | |||||
| Equity holders of parent | 21 225 | 42 866 | 6 794 | 14 119 | 27 992 |
| Non-controlling interest | 1 631 | 3 503 | 95 | -195 | 2 018 |
| Total | 22 856 | 46 369 | 6 889 | 13 924 | 30 010 |
Havyard Group ASA
(NOK 1,000)
| TOTAL ASSETS | 1 880 363 | 1 736 380 |
|---|---|---|
| Total Current Assets | 1 168 198 | 1 045 096 |
| Cash and cash equivalents | 156 834 | 194 562 |
| Construction WIP in excess of prepayments | 713 561 | 642 464 |
| Other receivables | 99 348 | 88 274 |
| Accounts receivables | 142 813 | 79 123 |
| Inventory | 55 642 | 40 673 |
| Current Assets | ||
| Total non current assets | 712 165 | 691 284 |
| Other non current receivable | 71 204 | 68 827 |
| Investment in financial assets | 160 029 | 172 071 |
| Loan to associates | 17 889 | 14 817 |
| Investment in associates | 80 397 | 88 190 |
| Property, plant and equipment | 253 067 | 263 549 |
| Licenses, patents and R&D | 69 485 | 59 912 |
| Goodwill | 60 094 | 23 918 |
| Non current assets | ||
| (unaudited) | ||
| 2015 Q3 | 2014 |
| 2014 | ||
|---|---|---|
| (unaudited) | ||
| Equity | ||
| Share capital | 1 126 | 1 126 |
| Share premium reserve | 5 463 | 5 463 |
| Treasury shares | -5 | -7 |
| Retained earnings | 596 608 | 583 750 |
| Non-controlling interest | 21 275 | 6 009 |
| Total equity | 624 467 | 596 340 |
| Long term liabilities | ||
| Deferred tax liability | 53 520 | 48 447 |
| Bond loan | 148 310 | 146 941 |
| Loans and borrowings, non-current | 73 553 | 61 574 |
| Other long-term liabilities | 2 133 | 2 191 |
| Total long term liabilities | 277 516 | 259 153 |
| Current liabilities | ||
| Accounts payables | 120 151 | 149 267 |
| Taxes payable | 3 428 | 3 925 |
| Provision for dividend | - | - |
| Public duties payables | 19 513 | 19 310 |
| Construction loans | 480 381 | 515 540 |
| Loans and borrowings, current | 44 126 | 38 230 |
| Prepayments in excess of construction WIP | 136 420 | 53 164 |
| Other current liabilities | 174 362 | 101 451 |
| Total current liabilities | 978 381 | 880 887 |
| Total liabilities | 1 255 897 | 1 140 040 |
| TOTAL EQUITY AND LIABILITIES | 1 880 363 | 1 736 380 |
(NOK 1,000)
| Share capital |
Share premium reserve |
Treasury shares |
Retained earnings |
Total | Non controlling interest |
Total equity | |
|---|---|---|---|---|---|---|---|
| January 1, 2015 | 1 126 | 5 463 | -7 | 583 750 | 590 332 | 6 009 | 596 341 |
| Profit & loss | 0 | 0 | 0 | 21 117 | 21 117 | 1 557 | 22 674 |
| Other comprehensive income | 0 | 0 | 0 | 108 | 108 | 74 | 182 |
| Purchase/sale of treasury shares |
0 | 0 | 2 | 408 | 410 | 0 | 410 |
| Purchase of subsidiaries | 0 | 0 | 0 | 0 | 0 | 16 716 | 16 716 |
| Other changes | 0 | 0 | 0 | 1 296 | 1 296 | -1 296 | 0 |
| Dividends | 0 | 0 | 0 | -10 073 | -10 073 | -1 785 | -11 858 |
| September 30, 2015 | 1 126 | 5 463 | -5 | 596 608 | 603 192 | 21 275 | 624 467 |
| Share capital |
Share premium reserve |
Treasury shares |
Retained earnings |
Total | Non controlling interest |
Total equity | |
|---|---|---|---|---|---|---|---|
| January 1, 2014 | 1 126 | 5 462 | -16 | 640 865 | 647 437 | 21 001 | 668 437 |
| Profit & loss | 0 | 0 | 0 | 42 866 | 42 866 | 3 503 | 46 369 |
| Other comprehensive income | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Purchase/sale of treasury shares |
0 | 0 | 9 | 5 990 | 5 999 | 0 | 5 999 |
| Put option minority interest | 0 | 0 | 0 | 4 695 | 4 695 | -17 011 | -12 314 |
| Dividends | 0 | 0 | 0 | -84 996 | -84 996 | 0 | -84 996 |
| September 30, 2014 | 1 126 | 5 462 | -7 | 609 421 | 616 001 | 7 494 | 623 495 |
Havyard Group ASA
| (NOK 1,000) | 2015 YTD | 2014 YTD | 2015 Q3 | 2014 Q3 | 2014 |
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||
| CASH FLOW FROM OPERATIONS | |||||
| Profit/(loss) before tax | 18 570 | 60 477 | 4 942 | 17 409 | 39 100 |
| Taxes paid | -1 807 | -26 921 | - | - | -57 903 |
| Depreciation | 19 476 | 16 680 | 6 741 | 5 972 | 21 064 |
| Profit of purchase in associates | -22 603 | - | - | - | - |
| Impairment | - | - | - | - | |
| Share of (profit)/loss from associates | -4 180 | -8 200 | -1 251 | -3 187 | -6 036 |
| Changes in inventory | -9 685 | 3 083 | -2 471 | -1 196 | -1 801 |
| Net changes in construction loans | -35 159 | 525 285 | 69 407 | 267 802 | 380 752 |
| Changes in accounts receivables/construction WIP | -65 385 | -485 119 | -129 585 | -212 455 | -377 893 |
| Changes in accounts payable | -66 201 | -17 920 | -28 851 | 45 410 | 20 989 |
| Changes in prepayments from customers | 81 735 | -160 946 | -9 104 | -71 887 | -179 638 |
| Changes in other current receivables/liabilities | 19 141 | 5 867 | 88 688 | 269 | 15 233 |
| Net cash flow from/(to) operating activities | -66 099 | -87 714 | -1 485 | 48 137 | -146 133 |
| CASH FLOW FROM INVESTMENTS | |||||
| Investments in property, plant and equipment | -3 292 | -32 875 | -1 687 | -7 385 | -42 585 |
| Investment in intangible assets | -7 068 | -10 672 | -2 743 | -4 944 | -20 290 |
| Investment in/disposal of financial assets | 12 042 | 80 623 | -108 | 34 612 | 136 824 |
| Purchase of subsidiaries | -18 270 | - | - | - | |
| Interest income | 8 106 | 8 886 | 889 | 3 740 | 12 626 |
| Dividends received | - | - | - | - | 1 990 |
| Changes in long term receivables | -5 449 | -1 425 | -1 846 | 32 | -4 968 |
| Net cash flow used in investing activities | -13 931 | 44 537 | -5 495 | 26 055 | 83 597 |
| CASH FLOW FROM FINANCING ACTIVITIES | |||||
| New long term debt | 17 363 | 146 400 | 1 369 | - | 146 400 |
| Repayment long term debt | -4 073 | -45 784 | -339 | -3 100 | -43 020 |
| Purchase of minority shares in Havyard MMC | - | -25 191 | - | - | -25 191 |
| Interest costs | -14 109 | -8 636 | -5 944 | -4 839 | -13 475 |
| Purchase/sale of treasury shares | 410 | 5 999 | 410 | 5 999 | 5 999 |
| Dividends | -10 073 | -24 996 | - | - | -94 996 |
| Net cash flow from/ (used in) financing activities | -10 482 | 47 792 | -4 504 | -1 940 | -24 283 |
| Net change in cash and cash equivalents | -90 511 | 4 615 | -11 483 | 72 252 | -86 819 |
| Cash and cash equivalents at start of the period | 194 562 | 281 381 | 168 317 | 213 745 | 281 381 |
| Cash and cash equivalents from purchase of subsidiaries | 52 783 | ||||
| Cash and cash equivalents at end of the period | 156 834 | 285 996 | 156 834 | 285 997 | 194 562 |
| Restricted bank deposits at the end of the period | 88 412 | 115 465 | 88 412 | 115 465 | 114 377 |
| Available cash and cash equivalents at the end of the period | 68 421 | 170 531 | 68 421 | 170 531 | 80 185 |
Havyard Group ASA is a public limited company based in Norway, and its head office is located in Fosnavåg, Herøy. The group in total employs 795 people as of 30 September 2015, of whom approximately 681 are employed in Norway.
Havyard Group ASA was incorporated as a public limited company 25 February 2014, and was listed on the Oslo Stock Exchange 1 July 2014.
The Interim Condensed Consolidated Financial Statements for the period ended 30 September 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting. The Interim Condensed Consolidated Financial Statements are not subject to audit, and do not include all the information and disclosures required in the annual Financial Statements. It should be read in conjunction with the Group's annual Financial Statements as of 31 December 2014.
The same use of estimates has been applied as in the Financial Statements for 2014.
| 2015 Q3 | ||||||
|---|---|---|---|---|---|---|
| (NOK 1,000) | Ship Technology |
Design & Solution |
NES Power & Systems |
MMC | Elimination / Other |
Havyard Group |
| Total operating revenue | 345 867 | 57 363 | 28 192 | 64 786 | (3 498) | 492 711 |
| Operating profit /loss EBITDA | (2 797) | 2 359 | (971) | 4 172 | 1 914 | 4 676 |
| Depreciation | 3 384 | 921 | 1 334 | 1 046 | 55 | 6 740 |
| Operating profit/(loss) (EBIT) | (6 182) | 1 438 | (2 305) | 3 126 | 1 858 | (2 065) |
| Net financial items | 6 152 | (432) | 2 315 | (1 290) | (990) | 2 825 |
| Share of profit/(loss) from associate | - | - | - | - | 1 252 | 1 252 |
| Profit/(Loss) before tax | (30) | 1 005 | 10 | 1 836 | 2 121 | 4 941 |
"Elimination / Other" contains parent company items and elimination of intra-group transactions.
| 2015 Q3 YTD | ||||||
|---|---|---|---|---|---|---|
| (NOK 1,000) | Ship Technology |
Design & Solution |
NES Power & Systems |
MMC | Elimination / Other |
Havyard Group |
| Total operating revenue | 1 029 192 | 165 587 | 109 128 | 212 289 | (106 683) | 1 409 513 |
| Operating profit /loss EBITDA | (20 083) | 15 573 | 2 444 | 12 505 | 1 970 | 12 409 |
| Depreciation | 10 280 | 2 785 | 3 114 | 3 093 | 204 | 19 476 |
| Operating profit/(loss) (EBIT) | (30 362) | 12 787 | (670) | 9 412 | 1 766 | (7 067) |
| Net financial items | 3 754 | 24 186 | 4 162 | (4 728) | (5 918) | 21 456 |
| Share of profit/(loss) from associate | - | - | - | - | 4 181 | 4 181 |
| Profit/(Loss) before tax | (26 608) | 36 973 | 3 492 | 4 684 | 29 | 18 570 |
"Elimination / Other" contains parent company items and elimination of intra-group transactions.
| 2014 Q3 YTD | ||||||
|---|---|---|---|---|---|---|
| (NOK 1,000) | Ship Technology |
Design & Solution | NES Power & Systems |
MMC | Elimination / Other |
Havyard Group |
| Total operating revenue | 1 371 246 | 196 494 | - | 231 032 | (125 406) | 1 673 366 |
| Operating profit /loss EBITDA | 44 290 | 40 295 | - | 14 472 | (23 322) | 75 735 |
| Depreciation | 8 811 | 2 816 | - | 4 786 | 267 | 16 680 |
| Operating profit/(loss) (EBIT) | 35 479 | 37 479 | - | 9 686 | (23 589) | 59 055 |
| Net financial items | (1 317) | (2 063) | - | (4 969) | 1 573 | (6 777) |
| Share of profit/(loss) from associate | - | - | - | - | 8 200 | 8 200 |
| Profit/(Loss) before tax | 34 161 | 35 416 | - | 4 717 | (13 816) | 60 477 |
"Elimination / Other" contains parent company items and elimination of intra-group transactions.
| 2014 | ||||||
|---|---|---|---|---|---|---|
| (NOK 1,000) | Ship Technology |
Design & Solution | NES Power & Systems |
MMC | Elimination / Other |
Havyard Group |
| Total operating revenue | 1 981 155 | 300 585 | - | 296 084 | (167 019) | 2 410 805 |
| Operating profit /loss EBITDA | 32 628 | 55 797 | - | 7 352 | (29 561) | 66 216 |
| Depreciation | 12 079 | 3 681 | - | 4 863 | 441 | 21 064 |
| Operating profit/(loss) EBIT | 20 549 | 52 116 | - | 2 489 | (30 002) | 45 152 |
| Net financial items | (104) | (4 834) | - | (5 955) | (1 194) | (12 089) |
| Share of profit/(loss) from associate | - | - | - | - | 6 036 | 6 036 |
| Profit/(Loss) before tax | 20 445 | 47 282 | - | (3 466) | (25 160) | 39 099 |
Elimination/Other includes IPO costs of NOK 15 million
"Elimination / Other" contains parent company items and elimination of intra-group transactions.
| 2014 | |||||
|---|---|---|---|---|---|
| Company | Ownership share/ voting share |
Business office |
Equity as of last year (100%) |
Result as of last year (100%) |
Carrying amount |
| P/F 6. September 2006 | 10.9% | Færøyene | 526 668 | 134 107 | 61 818 |
| Vestland Offshore Invest AS | 16.8% | Torangsvåg | 563 254 | -14 614 | 80 187 |
| Other non-current financial investments | 30 066 | ||||
| Carrying amount as of 31.12.14 | 172 071 |
| 2015 Q3 | |||||
|---|---|---|---|---|---|
| Company | Ownership share/ voting share |
Business office |
Equity as of last year (100%) |
Result as of last year (100%) |
Carrying amount |
| P/F 6. September 2006 | 10.9% | Færøyene | 673 975 | 97 112 | 61 818 |
| Vestland Offshore Invest AS | 16.8% | Torangsvåg | 583 632 | 20 379 | 80 187 |
| Other non-current financial investments | 18 024 | ||||
| Balanseført verdi pr. 30.09.15 | 160 029 |
All investments are unquoted equity shares and are classified as level 3 investments.
Changes in carrying amount from 31.12.14 to 30.09.15:
| Level 3 investments 31.12.14 | 172 071 |
|---|---|
| Sale of share in Fosnavåg Vekst | -12 150 |
| Investment in Rhea Capital III AS | 109 |
| Level 3 investments 30.09.15 | 160 029 |
On 26 January 2015, Havyard Group ASA ("Havyard") acquired 12.6 % of the shares in Norwegian Electric Systems AS ("NES") for NOK 18.3 million, increasing its ownership in NES to 50.5 %. The acquisition is paid in cash and is financed from existing cash balance in Havyard Group ASA.
Norwegian Electric Systems AS is a high-tech electrical company with a focus on diesel electric and hybrid electric systems for the global maritime market. The company employs 36 persons, and delivers main switchboards, generators, motors and complete systems including engineering.
Securing majority ownership in NES represents an important step in Havyard´s strategic growth, and is consistent with a long term strategy in Havyard of controlling larger parts of the value chain. It also secures that the two companies will obtain synergies, especially within product development and production.
The acquisition date for accounting purposes is set to 1 February 2015. The acquisition is regarded as a business combination and has been accounted for using the purchase price method of accounting in accordance with IFRS 3. A purchase price allocation (PPA) has been performed to allocate the cash consideration to fair value of assets and liabilities from Norwegian Electric Systems AS. Fair value is determined based on guidance in IFRS 13.
The recognised amounts of assets and liabilities assumed as at the date of the acquisition were as follows.
| Amounts in NOK 1000 | 01.02.15 |
|---|---|
| R&D | 5 505 |
| Equipment and other fixed assets | 2 701 |
| Inventories | 5 284 |
| Trade accounts payable | 49 278 |
| Other short-term receivables | 26 652 |
| Cash and cash equivalents | 52 783 |
| Deferred tax | 8 995 |
|---|---|
Total assets 142 205
| 37 085 |
|---|
| 1 310 |
| 2 343 |
| 59 955 |
| Total liabilities | 108 688 |
|---|---|
| Total identifiable net assets at fair value | 33 517 |
| Group share (50,5%) | 16 716 |
| Goodwill arising on acquisition | 36 175 |
| Share of identifiable added value at net value | 52 891 |
The goodwill arises principally because of expected synergies, especially within product development and production. The purchase price allocation is preliminary and may be adjusted during the year.
From the date of acquisition to 31 September 2015 NES contributed NOK 109.1 million to group operating revenues and NOK 2.5 million to group profit. If the acquisition had taken place at the beginning of the year, Havyard group operating revenues and profit of the year 2015 would have been NOK 126.3 million and NOK 2.8 million, respectively.
| 2015 Q3 | 2014 | |
|---|---|---|
| Number of ordinary shares | 22 528 320 | 22 528 320 |
| Par value (NOK) | 0,05 | 0,05 |
| Share capital (NOK) | 1 126 416 | 1 126 416 |
All shares have equal rights.
The Group has paid a dividend of MNOK 10.1 in March 2015.
The General meeting held 26.03.14 decided to split the shares in the ratio 1:20. After the split, the number of shares is 22 528 320. The nominal amount is NOK 0.05.
The Group has paid a dividend of MNOK 60.0 in October 2014, and MNOK 10.1 in December 2014. In addition, the Group has paid dividend of MNOK 24.8 based on the 2013 financial statement.
| Shareholders as of 30.09.2015 | Controlled by | Number of shares | Ownership |
|---|---|---|---|
| Havila Holding AS | 14 300 000 | 63,5 % | |
| Geir Johan Bakke AS | Geir Johan Bakke (CEO) | 1 202 520 | 5,3 % |
| SEB Private Bank S.A. (Nom) | 570 700 | 2,5 % | |
| Morgan Stanley & CO. LLC (Nom) | 495 131 | 2,2 % | |
| Goldman Sachs & CO Equity (Nom) | 489 308 | 2,2 % | |
| Erle Invest AS | 406 538 | 1,8 % | |
| MSIP Equity | 345 331 | 1,5 % | |
| Goldman Sachs Int. equity (Nom) | 295 234 | 1,3 % | |
| Solsten Investment Funds PLC | 269 500 | 1,2 % | |
| Jonfinn Ulfstein | 242 980 | 1,1 % | |
| Arve Helsem Leine | 242 980 | 1,1 % | |
| Stig Magne Espeseth | 242 980 | 1,1 % | |
| Other shareholders (<1 %) | 3 425 118 | 15,2 % | |
| Number of shares | 22 528 320 | 100,0 % |
Ultimate controlling company of the Group is Havila Holding AS. Boardmembers Hege Sævik Rabben and Vegard Sævik have indirect ownership in the group through their ownership in Havila Holding AS.
Parent company Havila Holding AS is a limited company based in Norway, and its head office is located in Fosnavåg, Herøy.
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