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Eqva ASA

Quarterly Report Nov 20, 2015

3598_rns_2015-11-20_666f19ba-fef9-4e21-bbba-1f2062f6add7.pdf

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.

HAVYARD GROUP ASA

P.O.Box 215 6099 Fosnavåg Norway

Visiting address: Havilahuset, Mjølstadnesvegen, 6092 Fosnavåg, Norway

Phone: +47 70 08 45 50 [email protected]

DESIGN & SOLUTIONS

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

SHIP TECHNOLOGY

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

MMC FISH HANDLING & REFRIGERATION

HAVYARD MMC AS, dep. Fosnavåg HAVYARD MMC AS dep. Vigra HAVYARD MMC AS dep. Tromsø HAVYARD MMC AS dep. Haugesund MMC GREEN TECHNOLOGY AS

.

  • EBIT of NOK 2.1 million and EBIT-margin of -0.4 % in third quarter of 2015. EBIT of NOK 7.1 million in first three quarters of 2015 with an EBIT-margin of – 0.5%
  • Lower EBIT margin strongly affected by lower activity than planned and therefore lower capacity utilization in the most segments.
  • Major new contracts
  • o Design and building an offshore construction ship to Marine Platforms Ltd.
  • o Good order intake in all business areas.

POSTPONED DELIVERY

• 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.

OUTLOOK

  • Havyard has over time had a diversification strategy, where we have developed and delivered products for fisheries, aquaculture as well as the renewable energy sector. We experience good activity and many new projects in these segments.
  • We will continue to strengthen our competitiveness through restructuring, rationalization and downsizing for adapting the capacity and this will give positive effects from the start of 2016.
  • Cooperate with our customers to develop new competitive products.

Financial result Havyard Group ASA

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

Group Key Figures

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

INCOME STATEMENT

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.

FINANCIAL POSITION

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.

CASH FLOW

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:

  • Negative effect of investment in a new equimpent of approximately NOK 3.3 million
  • Negative effect of investment in none current assets of approximately NOK 7.1 million
  • Positive effect of the sale of the investment in Fosnavåg vekst AS at cost price of approx. NOK 12.2 million
  • Negative effect of the acquisition in subsidiary Norwegian Electric Systems AS of approx. NOK 18.3 million

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 STATUS, DELIVERIES AND BACKLOG

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.

SEGMENTS SHIP TECHNOLOGY

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:

  • Newbuild no. 118, a prototype Havyard 832 SOV windmill service vessel to ESVAGT, delivered in February 2015
  • Newbuild no. 119, a sistership of 18, also for ESVAGT, delivered in March 2015
  • Newbuild no. 121, a fishing vessel of the Havyard 535 design, delivered July 2015
  • Newbuild no. 122, a AHTS Icebreaker, planned delivery November 2015
  • Newbuild no. 124, a live fish carrier, planned delivery desember 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.

SEGMENTS DESIGN & SOLUTIONS

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.

SEGMENTS NES POWER & SYSTEMS

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.

SEGMENTS MMC FISH HANDLING & REFRIGERATION

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.

HEALTH, SAFETY & QUALITY

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.

Sick leave Group 2014 and 2015

!

PRINCIPAL RISKS AND UNCERTANTIES

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

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Havyard Group ASA

(NOK 1,000)

ASSETS

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

EQUITY AND LIABILITIES

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Havyard Group ASA

(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

CONSOLIDATED STATEMENT OF CASHFLOW

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENT Havyard Group ASA

1. General information

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.

2. Basis of preparation and changes to the Group's accounting policies

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.

3. Segment

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.

4. Non current financial investments

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

5. Acquisition of subsidiaries

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 acquisition consists of: Book value previously owned shares 17 018 Profit on previously owned shares 22 603 Cash decreased for control premium 13 270 Total acquisition for allocation 52 891

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.

6. Share capital and share information

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.

2015

The Group has paid a dividend of MNOK 10.1 in March 2015.

2014

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.

Dividends and group contributions

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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