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Eqva ASA

Quarterly Report May 22, 2015

3598_rns_2015-05-22_8726b107-b1e7-497a-ac46-ef2222d241c0.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, 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 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.

POWER & SYSTEMS

HAVYARD POWER & SYSTEMS AS, dep. Ålesund NORWEGIAN ELECTRIC SYSTEMS AS

HAVYARD MMC

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 6 million and EBIT-margin of 1.1 % in first quarter of 2015
  • The EBIT-margin in Q1 are influenced by lower capacity utilization in most segments and production of projects where loss provisions were set in earlier periods
  • Good control of projects
  • o Loss provisions made in fourth quarter 2014 are sufficient
  • o Zero result in these projects in 2015 are reducing margins compared to the first quarter of 2014
  • Delivery of newbuild no. 118 and 119, Havyard 832 SOV Windmill service vessel
  • o Vessel nr. one and two to ESVAGT
  • Challenging market for new contracts
  • Purchase up to majority share in Norwegian Electric Systems

OUTLOOK

  • Offshore market in general effected by declining investments
  • o Decisions are postponed and few new projects in the market
  • o Use the opportunity for increasing cost-efficiency and continuing the long term diversification strategy
  • Havyard have had a diversification strategy the last two years and are prepared to meet the challenges in the offshore market
  • o Established and proven design in the windmill service vessel market
  • o Leading provider of ICE-breaker vessels
  • o Established position in the aquaculture market
  • A market in growth and not correlated with oil price
  • Tough competition from both established and new players
  • Repeat contracts on new design are signed and repeat effect gives increased profitability
  • The Group depends on new order intake to fill capacity for the coming periods

HAVYARD 832 SOV WINDMILL SERVICE VESSEL

FINANCIAL SUMMARY

Financial result Havyard Group ASA

MNOK Q1 15 Q1 14 2014
Operating revenues 563 430 2 411
Cost of sales 397 265 1 764
Payroll expences 116 102 416
Other operating exp. 38 30 165
Operating expences 551 397 2 345
EBITDA 12 33 66
Depreciation 6 5 21
EBIT 6 28 45
Net financial 22 0 -6
Profit before tax 28 28 39

Group key figures

Q1 15 Q1 14 2014
Operating revenue 563 430 2 411
EBITDA 12 33 66
EBIT 6 28 45
EBIT-margin 1,1 % 6,5 % 1,9 %
Profit before tax 28 28 39
Earnings per share 1,17 0,88 1,24
NIBD 117 74 167
Working Capital 192 124 164

Operating revenue

INCOME STATEMENT

The operating revenue for the Group in the first quarter of 2015 was NOK 563,1 million, compared to NOK 429.7 million in the corresponding period of 2014. The increase is mainly due to increased activity at the shipyard in Leirvik. There have been two vessels for outfitting in the first quarter of 2015, while there was only one vessel for outfitting in the first quarter of 2014.

For the first quarter of 2015, the Group recorded earnings before interest and tax (EBIT) of NOK 6.1 million, while the EBIT for the first quarter of 2014 was NOK 27.8 million. The EBIT margin in the first quarter of 2015 is 1.1 % compared to 6.4 % in the first quarter of 2014.

The margins for the first quarter of 2015 are affected by three loss projects in the Ship Technology segment. All the losses were accounted for in 2014, and the provision that was made is sufficient. This shows that the Group has increased control in the production, and that these projects have reached its bottom level. In the first quarter, the Ship Technology segment has zero profit on the loss projects and this reduces the margins compared to the corresponding period of 2014.

FINANCIAL POSITION

The total assets in the Group have been reduced from NOK 1,736.4 million to NOK 1,535.5 million from the year-end 2014 to the end of first quarter of 2015. The decrease is mainly due to lower activity at the balance date, which gives higher amount of work in progress and construction loans.

The total equity has increased from NOK 596.3 million to NOK 629.7 million in the period from the end of 2014 to the end of first quarter 2015. The increase is mainly due to profit of acquisitions in subsidiaries. The equity ratio has increased from 34 % in the end of 2014 to 41 % in the first quarter of 2015, due to profit of acquisitions in subsidiaries.

Investments in financial assets and investments in associates decreased from NOK 343.8 million at year-end 2014 to NOK 333.4 million at the end of first quarter 2015. The reason for the reduction is acquisitions in subsidiaries previously classified as an associate.

Current assets have decreased from NOK 1,045.1 million in the end of 2014 to NOK 813.9 million in the first quarter of 2015. The reason is lower activity on balance sheet date.

Total liabilities are NOK 905.8 million in the first quarter of 2015, compared to NOK 1 140.0 million in 2014. The main reason for the decrease is lower activity on balance sheet date.

CASH FLOW

The aggregate cash flow from operating activities is negative with NOK 4.3 million in the first quarter of 2015, compared to a negative cash flow of NOK 44.4 million in the corresponding period of 2014. Delivery of two vessels during the period had a positive cash flow for the construction WIP because the repayment of construction loans. Low operating profit in the period provides weak cash flow of the operations.

The aggregate cash flow from investing activities is negative with NOK 21.3 million in the first quarter of 2015, compared to a negative cash flow of NOK 5.7 million in the first quarter of 2014. The cash flow from investing activities in the first quarter of 2015 is mainly a result of an acquisition in subsidiaries.

The aggregate cash flow from financing activities is negative with NOK 0.7 million compared to a negative cash flow of NOK 28.5 million in the corresponding period of 2014. The cash flow from financing activities relates primarily to raise loans in connection with a new administration building in Leirvik completed in 2014, and payment of dividends.

ORDER STATUS, DELIVERIES AND BACKLOG

The order book is approximately NOK 2.415 million as of the first quarter of 2015. NOK 1.215 million are related to work in 2015, while NOK 1.200 million are related to 2016.

All segments in the Group needs new order intake to fill capacity in the coming periods.

Two vessels were finalized and delivered during the first quarter of 2015:

  • Newbuild no. 118 and 119
  • Havyard 832 SOV windmill service vessels to ESVAGT

For the remaining three quarters of 2015 and 2016, the order backlog includes one PSV, one Service Operation Vessel (SOV), three AHTS Icebreakers, one fishing vessel 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.

Deliveries from MMC and Power & Systems are also included in the order backlog. These orders include advanced dieseland hybrid-electric propulsion system, design, engineering and equipment for live-fish carries and fishing boats and also refrigeration systems, control and bridge systems.

More information regarding the order backlog and status is found under each segment.

SEGMENTS SHIP TECHNOLOGY

The operating revenue was NOK 451.6 million in the first quarter of 2015, compared to NOK 309.2 million in the corresponding period of 2014. This increase in operating revenue reflects higher activity at the yard than in the corresponding period of 2014, where only one vessel was at the yard for outfitting. The operating revenue for Q1-Q4 2014 was NOK 1 958 million. The operating profit (EBIT) in the first quarter in 2015 was NOK 1.7 million, compared to NOK 5.0 million in the corresponding period of 2014 and NOK 13.2 million in Q1-Q4 2014. The corresponding margins were 0.4 % in Q1 15, compared to 1.6 % in Q1 14 and 0.7 % in 2014.

The following vessels have been docked at the shipyard in Leirvik for the outfitting phase during 2014:

  • 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

Newbuild no. 118 and 121 have not had any result effect in the first quarter of 2015. The reason for this is that these two projects were loss projects where all losses were accounted for in 2014. The provisions made in 2014 are sufficient, and this shows that the control in the production is restored and that these projects have reached the bottom point.

The order backlog as of the first quarter of 2015 is NOK 2.120 million. The order backlog includes one PSV, one Service Operation Vessel (SOV), three AHTS Icebreakers, one fishing vessel and one live fish carrier.

SEGMENTS DESIGN & SOLUTIONS

The progression in the projects is overall satisfactory. Some of the prototype projects have higher time consumption than budgeted, and some of the external projects are below budgeted time consumption. Capacity utilization is somewhat lower than in previous periods.

For the first quarter of 2015, the operating revenue is NOK 48.5 million. This is a decline of NOK 16.9 million from the corresponding period in 2014. The reason for this is mainly lower activity on external projects than in Q1 14. The operating revenue for Q1-Q4 2014 was NOK 236.5.

The operating result (EBIT) for the first quarter of 2015 is NOK 5.3 compared to NOK 13.2 in the first quarter of 2014. The EBITmargin has declined from 20.2 % in Q1 14 to 10.9 % in Q1 15. The main reason for the decline in EBIT and EBIT-margin is lower share of work on external projects than in Q1 14. The operating result (EBIT) for Q1 – Q4 2014 was NOK 39.4 million, corresponding to a margin of 16.7 %.

Total order backlog for this segment is approximately NOK 140 million, where approximately NOK 25 million is internal deliveries. Total external order backlog is NOK 115 million.

SEGMENTS POWER & SYSTEMS

The Power & Systems segment has increased the operating revenue by NOK 8.5 million to NOK 56.8 million in the first quarter of 2015 compared to NOK 48.3 million in the corresponding period of 2014. Of the total segment revenue of NOK 56.8 million, Norwegian Electric Systems (NES) contributes with NOK 34.5 million.

The operating profit (EBIT) for the first quarter of 2015 is NOK 0.7 million compared to NOK 6.6 million in the corresponding period of 2014. The reason for the lower margins is lower capacity utilization and work on projects where loss provisions were set in earlier periods. In Q1 – Q4 2014, the operating revenue was NOK 246.1 million and the operating profit (EBIT) was NOK 20.0 million, corresponding to an operating margin of 8.1 %.

After a restructuring process in Q1 15, Havyard Production and services (HPR) is a part of the Ship Technology segment from 01.01.2015. The reason for this restructuring is that Havyard Ship Technology is the largest customer and that HPR has expanded and now delivers services to the whole value chain in the Ship Technology segment, and not just electricians. By integrating these two companies the Group will realize beneficial synergies.

Havyard increased its owner share for 37.9 % to 50.5 % in Norwegian Electric Systems at the end of January 2015. The purchase price for 12.6 % was 18.3 million. NES is included in the figures from February 2015. In previous periods Havyard´s share in NES was included in financial income.

The order backlog for the Power and Systems segment is 215 million. 130 million are internal deliveries. The external order book is 85 million.

SEGMENTS MMC

The operating revenue has decreased from NOK 83.6 million in the first quarter in 2014 to NOK 67.0 in the first quarter of 2015. The decrease of NOK 16.6 million is mainly related to lower capacity utilization. The operating revenue for Q1-Q4 2014 was NOK 296.1 million.

The operating profit (EBIT) of NOK -1.1 million in the first quarter of 2015 is a decline from the first quarter of 2014 when the operating profit was NOK 4.6 million. The main explanation to the lower result is primarily lower capacity utilization in the Fish Handling segment, and the fact that MMC is still working in some projects where provisions for losses were set in 2014.

In the first quarter of 2015 the EBIT-margin is -1.6 %, compared to 5.5 % in the first quarter of 2014 and 0.8 % for Q1-Q4 2014.

The order backlog for MMC is approximately NOK 130 million, where NOK 35 million is internal deliveries to the Ship Technology segment. External order backlog is approximately NOK 95 million.

HEALTH, SAFETY & QUALITY

The Groups average total sick leave in the 15 months period January 2014 to March 2015 is 3.51 %. The average in the three first months of 2015 is 4.38 %. 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 15 injuries resulting in absence from work. This figure includes the subcontractors at the ship yard 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

FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR

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 are 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 its 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, 21 Maymai 2015 The Board of Directors and CEO Havyard Group ASA

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Havyard Group ASA

(NOK 1,000) 2015 Q1 2014 Q1 2014
(unaudited)
Sales revenues 560 472 429 002 2 401 597
Other operating revenues 2 645 681 9 208
Operating revenues 563 117 429 683 2 410 805
Cost of sales 396 796 265 318 1 763 601
Payroll expenses etc. 116 261 101 654 416 329
Other operating expenses 37 617 29 812 164 659
Operating expenses 550 674 396 784 2 344 589
Operating profit before depreciation and amortization - EBITDA 12 443 32 899 66 215
Depreciation 6 277 5 112 21 064
Operating profit - EBIT 6 166 27 787 45 152
Profit of purchase in associate 22 603 - -
Financial income 3 808 3 056 20 256
Financial expenses 5 720 4 674 32 344
Share of profit/loss of associate 949 1 908 6 036
Profit before tax 27 806 28 077 39 100
Income tax expense 1 081 7 251 9 089
Profit for the period 26 725 20 826 30 010
Attributable to :
Equity holders of parent 26 297 19 889 27 992
Non-controlling interest 428 937 2 018
Sum 26 725 20 826 30 010
Earnings per share (NOK) 1,17 0,88 1,24

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Havyard Group ASA

(NOK 1,000) 2015 Q1 2014 Q1 2014
(unaudited)
Profit for the period 26 725 20 826 30 010
Other comprehensive income
Items that will be reclassified to income statement
Translation differences
Fair value adjustment avaliable-for-sale financial assets
Total - - -
Other comprehensive income - - -
Total comprehensive income 26 725 20 826 30 010
Attributable to :
Equity holders of parent 26 297 19 889 27 992
Non-controlling interest 428 937 2 018
Total 26 725 20 827 30 010

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(NOK 1,000)

ASSETS

2015 Q1 2014
(unaudited)
Non current assets
Goodwill 60 094 23 918
Licenses, patents and R&D 65 950 59 912
Property, plant and equipment 262 174 263 549
Investment in associates 76 950 88 190
Loan to associates 15 194 14 817
Investment in financial assets 172 071 172 071
Other non current receivable 69 200 68 827
Total non current assets 721 633 691 284
Current Assets
Inventory 44 985 40 673
Accounts receivables 93 928 79 123
Other receivables 97 627 88 274
Construction WIP in excess of prepayments 356 455 642 464
Cash and cash equivalents 220 916 194 562
Total Current Assets 813 911 1 045 096
TOTAL ASSETS 1 535 544 1 736 380

EQUITY AND LIABILITIES

2015 Q1 2014
(unaudited)
Equity
Share capital 1 126 1 126
Share premium reserve 5 462 5 462
Treasury shares -7 -7
Retained earnings 599 974 583 750
Non-controlling interest 23 154 6 009
Total equity 629 709 596 340
Long term liabilities
Deferred tax liability 58 955 48 447
Bond loan 147 219 146 941
Loans and borrowings, non-current 75 394 61 574
Other long-term liabilities 1 926 2 191
Total long term liabilities 283 494 259 153
Current liabilities
Accounts payables 103 845 149 267
Taxes payable 3 428 3 925
Provision for dividend - -
Public duties payables 10 056 19 310
Construction loans 134 493 515 540
Loans and borrowings, current 27 605 38 230
Prepayments in excess of construction WIP 144 620 53 164
Other current liabilities 198 294 101 451
Total current liabilities 622 341 880 887
Total liabilities 905 835 1 140 040
TOTAL EQUITY AND LIABILITIES 1 535 544 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 5 462 -7 583 750 590 331 6 009 596 340
Profit & loss 0 0 0 26 297 26 297 428 26 725
Other comprehensive income 0 0 0 0 0 0 0
Purchase/sale of treasury
shares
0 0 0 0 0 0 0
Purchase of subsidiaries 0 0 0 0 0 16 716 16 716
Dividends 0 0 0 -10 073 -10 073 0 -10 073
0 0 0 0 0 0 0
March 31, 2015 1 126 5 462 -7 599 974 606 555 23 154 629 709
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 21 002 668 439
Profit & loss 0 0 0 0 20 826 0 20 826
Other comprehensive income 0 0 0 0 0 0 0
Purchase/sale of treasury
shares
0 0 0 0 0 0 0
Put option minority interest 0 0 0 0 0 0 0
Dividends 0 0 0 0 -24 996 0 -24 996
March 31, 2014 1 126 5 462 -16 640 865 643 267 21 002 664 269

CONSOLIDATED STATEMENT OF CASHFLOW

Havyard Group ASA

(NOK 1,000) 2015 Q1 2014 Q1 2014
(Unaudited)
CASH FLOW FROM OPERATIONS
Profit/(loss) before tax 27 806 28 077 39 100
Taxes paid -1 807 -22 824 -57 903
Depreciation 6 277 5 112 21 064
Profit of purchase in associates -22 603 - -
Impairment - - -
Share of (profit)/loss from associates -949 -1 908 -6 036
Changes in inventory 973 5 465 -1 801
Net changes in construction loans -381 047 182 213 380 752
Changes in accounts receivables/construction WIP 299 838 -206 437 -377 893
Changes in accounts payable -52 506 -55 449 20 989
Changes in prepayments from customers 72 369 -1 981 -179 638
Changes in other current receivables/liabilities 47 375 23 352 15 233
Net cash flow from/(to) operating activities -4 274 -44 380 -146 133
CASH FLOW FROM INVESTMENTS
Investments in property, plant and equipment -2 304 -4 898 -42 585
Investment in intangible assets -1 702 -1 767 -20 290
Investment in/disposal of financial assets - - 136 824
Purchase of subsidiaries -18 270
Interest income 1 727 2 656 12 626
Dividends received - - 1 990
Changes in long term receivables -750 -1 642 -4 968
Net cash flow used in investing activities -21 299 -5 651 83 597
CASH FLOW FROM FINANCING ACTIVITIES
New long term debt 15 994 - 146 400
Repayment long term debt -2 439 -5 755 -43 020
Purchase of minority shares in Havyard MMC - - -25 191
Interest costs -4 132 -1 869 -13 475
Purchase/sale of treasury shares - - 5 999
Dividends -10 073 -20 833 -94 996
Net cash flow from/ (used in) financing activities -650 -28 457 -24 283
Net change in cash and cash equivalents -26 223 -78 488 -86 819
Cash and cash equivalents at start of the period 194 562 281 381 281 381
Cash and cash equivalents from purchase of subsidiaries 52 783
Cash and cash equivalents at end of the period 221 122 202 893 194 562
Restricted bank deposits at the end of the period 86 891 147 235 114 377
Available cash and cash equivalents at the end of the period 134 231 55 658 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 719 people as of 31 March 2015, of whom approximately 620 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 31 March 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 accounting principles and estimates has been applied as in the Financial Statements for 2014.

3. Segment information

2015 Q1
(NOK 1,000) Ship
Technology
Design &
Solution
Power &
Systems
MMC Elimination /
Other
Havyard
Group
Total operating revenue 451 633 48 546 56 760 67 004 (60 826) 563 117
Operating profit /loss EBITDA 5 108 6 208 1 415 (37) (251) 12 443
Depreciation 3 457 917 753 1 026 124 6 277
Operating profit/(loss) (EBIT) 1 651 5 291 662 (1 063) (375) 6 166
Net financial items (856) 552 918 (1 173) 26 754 26 195
Share of profit/(loss) from associate - - - - 948 949
Profit/(Loss) before tax 795 5 843 1 580 (2 236) 26 378 32 360

"Elimination / Other" contains parent company items and elimination of intra-group transactions.

2014 Q1
(NOK 1,000) Ship
Technology
Design &
Solution
Power &
Systems
MMC Elimination /
Other
Havyard
Group
Total operating revenue 309 230 65 372 48 317 83 561 (76 796) 429 684
Operating profit /loss EBITDA 7 087 14 086 6 676 5 711 (661) 32 899
Depreciation 2 050 866 109 1 074 1 013 5 112
Operating profit/(loss) (EBIT) 5 037 13 220 6 567 4 637 (1 674) 27 787
Net financial items (543) (388) (6) (2 161) 1 480 (1 618)
Share of profit/(loss) from associate - - - - 1 908 1 908
Profit/(Loss) before tax 4 494 12 832 6 561 2 476 1 714 28 077

"Elimination / Other" contains parent company items and elimination of intra-group transactions.

(NOK 1,000) Ship
Technology
Design & Solution Power &
Systems
MMC Elimination /
Other
Havyard
Group
Total operating revenue 1 958 019 236 498 246 122 296 084 (325 918) 2 410 805
Operating profit /loss EBITDA 25 183 42 821 20 421 7 352 (28 642) 67 134
Depreciation 11 960 3 370 429 4 863 442 21 064
Operating profit/(loss) EBIT 13 223 39 451 19 992 2 489 (29 084) 46 071
Net financial items (199) (6 658) 1 918 (5 955) (1 195) (12 089)
Share of profit/(loss) from associate - - - - 11 666 11 666
Profit/(Loss) before tax 13 024 32 793 21 910 (3 466) (18 613) 45 648

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 Q1
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 30 066
Carrying amount as of 31.03.15 172 071

All investments are unquoted equity shares and are classified as level 3 investments.

Changes in carrying amount from 31.12.14 to 31.03.15:

Level 3 investments 31.12.14 172 071

Level 3 investments 31.03.15 172 071

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 million 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
Total assets 142 205
Deferred tax 8 995
Trade creditors 37 085
Tax payable 1 310
Public duties payable 2 343
Other short-term liabilities 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 March 2015 NES contributed NOK 34,5 million to group operating revenues and NOK 0,6 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 51,7 million and NOK 0,8 million, respectively.

6. Share capital and shareholder information

2015 Q1 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 31.03.2015 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) 568 300 2,5 %
Morgan Stanley & CO. LLC (Nom) 495 146 2,2 %
Goldman Sachs & CO Equity (Nom) 489 308 2,2 %
MSIP Equity 468 182 2,1 %
Erle Invest AS 406 538 1,8 %
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 %) 3 304 652 14,7 %
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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