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Fugro N.V. — Interim / Quarterly Report 2007
Aug 10, 2007
3845_iss_2007-08-10_317ba407-4b36-4519-af23-94aa5db854da.pdf
Interim / Quarterly Report
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Leidschendam, the Netherlands, 10 August 2007 Fugro first half year: robust profit growth with increased revenue and positive outlook for the second half year 2007 Major developments in the first half year of 2007 - Net result for the first six months of 2007 increases by 58.8% to EUR 85.9 million (first half year of 2006: EUR 54.1 million). - Revenue in the first half of 2007 increases by 26.7% to EUR 826.3 million (first half year of 2006: EUR 652.4 million). - The acquisition policy was continued with the take-over of seven companies with a combined annual revenue of EUR 73 million. The purchase price for the acquisitions up to the end of July amounts to EUR 59 million. - Market conditions continue to be good for all divisions. - The backlog remains good, with an increase of 38% compared to mid 2006. - The number of employees rose to 10,879 - a 10.6% increase in the first six months of the year (at year end 2006: 9,837). - The size of the fleet increased further with the purchase of three vessels for survey and geotechnical work. - As of 1 January 2007 the Onshore Survey and Positioning activities have been combined in the business line Geospatial Services. The acquired companies EarthData and MAPS have also been included in this business line. Outlook - The 2007 revenue is expected to be around EUR 1,800 million (2006: EUR 1,434.3 million). Barring unforeseen circumstances and with reasonably stable exchange rates, the net result for the whole of 2007 is expected to be approximately EUR 200 million (2006: EUR 141.0 million). - The long-term prospects for further growth continue to be favourable. - At the beginning of the second half of the year three seismic vessels will become operational (this is part of the earlier announced fleet expansion) - The capacity expansion investment programme, initiated in 2006 on the basis of the good market prospects, will amount to EUR 315 million investments in 2007 (of which around EUR 100 million are replacement investments). Key figures 30 June 2007 30 June 2007
Fugro N.V. Postbus 41 2260 AA Leidschendam The Netherlands Tel +31 703111422 Fax +31 703202703 [email protected] www.fugro.com
| Per share (in EUR) | |||
|---|---|---|---|
| Basic earnings | 1.24 | 57.0% | 0.79 |
| Diluted earnings* | 1.15 | 55.4% | 0.74 |
| Cash flow | 2.03 | 50.4% | 1.35 |
| Number of employees | 10,879 | 18.8% | 9,161 |
Net result 85.9 58.8% 54.1 Revenue 826.3 26.7% 652.4 Result from operating activities (EBIT) 134.2 55.7% 86.2 Cash flow 140.7 53.4% 91.7 Investments 93.5 16.3% 80.4 Assets under construction 67.6 9.9
compared to 30 June 2006 30 June 2006
* After dilution effect of the convertible loan and share option plan.
Financial data (EUR x million)
Results first half year of 2007
Revenue for the first six months of 2007 amounts to EUR 826.3 million (first half year of 2006: EUR 652.4 million), an increase of 26.7%. The increase is comprised of 24.4% through organic growth and 6.0% through acquisitions. The effects of exchange rates are 3.7% negative. All three divisions contributed to the strong revenue growth.
The net result for the first six months of 2007 is EUR 85.9 million, an increase of 58.8% compared with the first half year of 2006 (first half year of 2006: EUR 54.1 million). The tax charge for the first six months is 26.2% (first half year of 2006: 26.4%).
The above results in an increased net profit margin of 10.4% (first half year of 2006: 8.3%).
Earnings per share over the first half of 2007 amount to EUR 1.24 (first half year of 2006: EUR 0.79).
The very strong global demand for oil and gas related services remains high, especially for those offshore. The fleet expansion and additional capacity are in line with the strategy to be able to meet the continuing high demand for our services.
The trend for the infrastructure related activities is also upwards. The number of large projects is increasing in both the United States and the Middle East. Several other regions, such as Central Europe, India, and China, offer good possibilities for further growth.
Mining related services are also in high demand.
Developments in the first half of 2007
- The additional 2006 investments are now contributing to revenue and result. Investment in capacity expansion will continue in 2007. In addition to maintenance capex of around EUR 100 million, the expansion of the capacity of all business lines, will involve an extra investment of around EUR 215 million in 2007. This is about EUR 65 million more than was estimated for 2007, in response to the further growth possibilities. A major part of the investments was already initiated in 2006.
- Due to the later than originally scheduled launch of the Geo Barents, the work for this vessel is now moving into the second half of the year. The re-scheduled work for the Geo Barents has been more than compensated by the high utilisation of the available seismic capacity. Also the activities in the other business lines have contributed well, supported by the additional assets that have become available from the in 2006 initiated investments.
- The Geo Barents and the Seisquest are now operational and started to work on projects in July 2007.
- The Geo Celtic will begin sea trials at the end of August 2007 and will become operational in September 2007.
- Construction of the new vessels Geo Caribbean, Fugro Saltire and Fugro Synergy is on schedule.
- During the first half year of 2007 the following companies were acquired:
- In January: the geotechnical company GECO Umwelttechnik GmbH (Austria). Annual revenue EUR 1 million, fourteen employees.
- In January: LGU (Germany) with annual revenue of EUR 1 million and nine employees. LGU is a geotechnical company.
- In April: the EarthData group of companies (United States) with annual revenue of around EUR 40 million and 340 employees. Earthdata provides innovative airborne mapping, remote sensing and geographical information services.
- In April: ImpROV Ltd. (United Kingdom), including the subsidiary ImpROV Inc. (United States). Annual revenue is around EUR 10 million. The company has 39 employees. ImpROV is supplier of specialised integrated tooling packages and tooling services to the offshore oil and gas industry
-
In May: ProFocus Systems (Norway) with annual revenue of over EUR 1 million and three employees. ProFocus develops data capture and data handling systems for marine seismic acquisition.
-
On 1 July 2007 Fugro has completed the acquisition of MAPS Geosystems (United Arab Emirates). MAPS specialises in aerial survey imagery and has over thirty years operating experience in the Middle East and Africa. MAPS has an annual revenue of around EUR 12 million and employs 200 people.
- In early July the acquisition of Sobesol (France), with annual revenue of EUR 8 million and seventy employees, was completed. Sobesol specialises in geotechnical services and laboratory testing.
The total annual revenue of the acquired companies amounts to EUR 73 million. The total acquisition price amounts to EUR 59 million. Staff level has increased by 675 as a result of the acquisitions.
- Although there is a clear shortage of experienced people in a number of sectors, during the first six months of 2007 we were able to considerably increase our workforce by 1,042 employees, partly through the completed acquisitions.
- Major orders were acquired in:
- Norway: 3D marine seismic surveys. Order value: EUR 40 million.
- The Middle East: 2D and 3D marine seismic surveys. Order value: EUR 29 million.
- United States: geotechnical site investigations for storm protection enhancements in the New Orleans district and in California. Order value EUR 40 million.
- India: 3D marine seismic acquisition as well as the onboard processing services. Order value: EUR 106 million.
- Mexico: 3D marine seismic survey in the Gulf of Mexico. Order value: EUR 62 million.
- Nigeria: airborne geophysical survey over various regions of the country. Order value: EUR 17 million.
- On 3 May 2007 the shareholders approved the proposed dividend of EUR 0.83 per share for 2006. Approximately 63% of the shareholders have chosen to receive the dividend in stock.
- On 3 May 2007 Mr. J. A. Colligan was reappointed as a member of the Supervisory Board for a period of four years.
Market developments
Also in 2007 the international oil and gas companies and the national oil companies have increased their investments in order to be able to continue meeting high demand. In their mid 2007 updates third party reports indicate that oil and gas companies will increase their investments by around 13% in 2007. At the beginning of the year the expectation was an increase of around 9%. These surveys expect the trend of further increasing investment to continue in 2008. The strongest growth (15 to 20%) is expected in regions other than the United States and Canada.
The interest in finding and developing new fields is clearly shown by the demand for seismic surveys, geotechnical investigation and offshore construction support. A great deal of work is also being carried out to optimise and enhance production from existing fields. Oil and gas fields in deep water are continuing to see considerable interest. In order to assist our clients properly, our equipment is increasingly made suitable for deep water operations.
Not only oil but also gas (LNG) remains a key area of interest. Offshore investigations to locate so-called gas hydrates are a new development.
There is a constant stream of major infrastructure projects. In addition to large-scale projects in the United States, such as the rebuilding of New Orleans and investigations for the protection of the Californian coastline, the Middle East remains a very active region. Not only Dubai, but also Abu Dhabi, Oman and Qatar are carrying out large prestigious projects to ensure a prominent presence in the region. Investigations for the foundations of wind farms and nuclear power plants are being carried out in a number of countries on a regular basis.
The global shortage of minerals is leading to high demand for mining related services. Clients include both mining companies and governments which, in certain regions, want to explore the possibilities for (future) mining operations.
These market developments result in a backlog of EUR 844 million at the end of June 2007 - an increase of 38% compared with mid 2006. This increase is spread across all business lines.
Outlook
Oil and gas prices are expected to remain high in the coming period due to the limited production capacity relative to the increasing global demand. This is also indicated by the fact that during the year the oil and gas sector's investment budgets for both exploration and new field development have been increased.
The demand for minerals is also high and new mining prospects are being sought vigorously in a number of regions.
Global economic developments are leading to an increase of activities related to construction and infrastructure projects. The development of coastal areas and transport related projects in particular offer good opportunities for further growth.
With the three extra seismic vessels now coming into operation, the plan to triple the seismic activities in the period 2005-2008 is on schedule.
The vessels under construction (Fugro Synergy, Fugro Saltire and Geo Caribbean) will only start contributing in the course of 2008.
With an excellent backlog and the capacity expansion achieved through acquisitions and organic growth, we expect revenue and results will continue to increase in the second half of this year.
Barring unforeseen circumstances and with reasonably stable exchange rates, Fugro expects a revenue of around EUR 1,800 million (2006: EUR 1,434.3 million) and a net result of approximately EUR 200 million for the whole of 2007 (2006: EUR 141.0 million).
This will result in a net profit margin of around 11% for the whole year (2006: 9.8%)
Divisional development
Geotechnical
At EUR 214 million the Geotechnical division's revenue was 28% higher than the EUR 167 million achieved in the first half of 2006. The result from operating activities (EBIT) also improved to a margin of 18% (first half of 2006: 15%).
The onshore geotechnical activities again showed good growth and contributed well to the overall result. The Middle East remains an extremely busy region. In Dubai Fugro is working on a number of projects, including artificial islands off the coast, the metro, and geotechnical investigations for what will be the tallest building in the world. Activities in the United States are increasing. The two major projects (New Orleans and California) are progressing smoothly as is the normal stream of orders. Operations in Europe are also satisfactory. Germany is a good basis for expansion into Eastern Europe where there are growth opportunities for Fugro. Hong Kong continues to contribute at a reasonable level. In China and India steps are being taken to increase market penetration.
The results of offshore geotechnical activities remain very solid and equipment utilisation is high. In Mexico a large project is being carried out for Pemex in the Bay of Campeche. Offshore Geotechnical activities are extremely busy all over the world. Investigations for gas hydrates are being carried out, amongst others, in Korean and Chinese waters.
Survey
Compared with the first six months of 2006 the Survey division's revenue rose by 22% to EUR 392 million (first half of 2006: EUR 321 million). The majority of this division's activities are offshore. The result from operating activities (EBIT) improved to a margin of 23% (first half of 2006: 20%).
Market conditions for the Offshore Survey activities remain good. Here too the utilisation of vessels and equipment (ROVs and AUVs) is high. The ROVs delivered during 2006 and the first half of 2007 were immediately used on projects. Fugro now has about one hundred ROVs in operation. The acquisition of
Rovtech in 2006 has enabled Fugro to expand its activities in the North Sea and in West Africa. Offshore Survey activities are carried out all over the world and demand is high everywhere.
Since 1 January 2007 the Onshore Survey and Positioning activities have been combined in Geospatial Services. This business line also includes EarthData and MAPS (both acquired in 2007). With the acquisition of these two companies the basis has been laid for further expansion of this business line. The acquired companies have brought new data collecting techniques with them and have expanded the geographical spread for the Geospatial activities.
Geoscience
The Geoscience division's revenue rose to EUR 220 million - an increase of 34% compared with the first half of 2006 (EUR 164 million).The result from operating activities (EBIT) improved to a margin of 19% (first half of 2006: 15%).
The Development and Production activities are benefiting from the very high demand for seismic data. The capacity expansion of the fleet will now start to contribute. The Geo Barents became operational in July and is now carrying out an eighteen month project (with an option of two, six month extensions) for a client in the Gulf of Mexico. The Seisquest also became operational in July. These two vessels, as well as the Geo Celtic, will therefore contribute towards revenue and results in the second half of 2007.
Recently Fugro has been awarded a project from the Oil and Gas Corporation Limited (ONGC) for 3D seismic surveys in India. During two seasons, seven months each, data will be aquired. The project, with a value of EUR 106 million, is Fugro's largest up to now.
Fugro will also carry out a 3D marine seismic project for Pemex in the Gulf of Mexico. The project will take approximately seven months to complete and will be carried out by the Geo Celtic immediately after she becomes operational in September.
Sales of Multi Client Data are, in general, good. Sales in the Gulf of Mexico (Deep Focus) have been delayed because of the postponement of a licensing round until the second half of this year. As at 30 June 2007 the book value of the Multi Client library was EUR 36 million, of which around EUR 16 million is related to Deep Focus.
The other Development and Production activities are also increasing and are contributing towards revenue and results. The offering of integrated services is bearing fruit.
Airborne activities are continuing to benefit from the high demand for minerals. One recently received order involves flying one million line kilometres in Nigeria. The World Bank is assisting the client with this project.
Next publications
On 19 November 2007 Fugro will report on developments during the second half of 2007. The 2007 annual figures will be published on 7 March 2008.
For further information: Fugro N.V. K.S. Wester, President and CEO Telephone: +31 70 311 11 12
Fugro collects, processes and interprets data related to the earth's surface, the sea bed and the subsurface and provides advice based on the results. As an extension to these activities, Fugro provides services such as precise positioning, construction materials testing, reservoir engineering and data management. Fugro's operations have been organized into three divisions: Geotechnical, Survey and Geoscience. Fugro is listed on Euronext N.V. in Amsterdam and is included in the Amsterdam Midkap Index. Fugro has over 275 offices, almost 11,000 staff and a permanent presence in over 50 countries.
Cautionary Statement regarding Forward-Looking Statements
This announcement may contain forward-looking statements. Forward-looking statements are statements that are not historical facts, including (but not limited to) statements expressing or implying Fugro N.V.'s beliefs, expectations, intentions, forecasts, estimates or predictions (and the assumptions underlying them).
Forward-looking statements necessarily involve risks and uncertainties. The actual future results and situations may therefore differ materially from those expressed or implied in any forward-looking statements. Such differences may be caused by various factors (including, but not limited to, developments in the oil and gas industry and related markets, currency risks and unexpected operational setbacks).
Any forward-looking statements contained in this announcement are based on information currently available to Fugro N.V.'s management. Fugro N.V. assumes no obligation to in each case make a public announcement if there are changes in that information or if there are otherwise changes or developments in respect of the forward-looking statements in this announcement.
Key figures per division
Geotechnical
| (EUR x million) | 30 June 2007 | 30 June 2006 | 30 June 2005 |
|---|---|---|---|
| Revenue | 214 | 167 | 138 |
| Result from operating activities (EBIT) | 38 | 25 | 18 |
| As a % of revenue | 18% | 15% | 13% |
Survey
| (EUR x million) | 30 June 2007 | 30 June 2006 | 30 June 2005 |
|---|---|---|---|
| Revenue | 392 | 321 | 246 |
| Result from operating activities (EBIT) | 90 | 64 | 36 |
| As a % of revenue | 23% | 20% | 15% |
Geoscience
| (EUR x million) | 30 June 2007 | 30 June 2006 | 30 June 2005 |
|---|---|---|---|
| Revenue | 220 | 164 | 134 |
| Result from operating activities (EBIT) | 41 | 24 | 17 |
| As a % of revenue | 19% | 15% | 13% |
Share data
| 30 June 2007 | 30 June 2006 | 30 June 2005 | |
|---|---|---|---|
| Issued number of shares | 70,421,031 | 69,582,160 | 68,825,192 |
| Average number of outstanding shares | 69,209,953 | 68,165,394 | 64,095,836 |
| Shares purchased for option plan | 233,646 | 723,196 | 1,288,496 |
| Maximum issue through convertible loan | 5,154,599 | 5,154,640 | 5,154,640 |
Backlog at the start of the second half year (for the next six months)
| (EUR x million) | 2007 | 2006 | 2005 | 2004 | 2003 |
|---|---|---|---|---|---|
| Geotechnical | |||||
| Onshore Geotechnical | 105 | 99 | 71 | 72 | 73 |
| Offshore Geotechnical | 85 | 76 | 55 | 46 | 38 |
| Total Geotechnical | 190 | 175 | 126 | 118 | 111 |
| Survey | |||||
| Offshore Survey | 321 | 237 | 170 | 167 | 103 |
| Geospatial Services | 55 | 33 | 28 | 27 | 27 |
| Total Survey | 376 | 270 | 198 | 194 | 130 |
| Geoscience | |||||
| Development & Production | 234 | 133 | 102 | 103 | 85 |
| Airborne Survey | 44 | 34 | 29 | 30 | 19 |
| Total Geoscience | 278 | 167 | 131 | 133 | 104 |
| Total | 844 | 612 | 455 | 445 | 345 |
| Applicable USD-rate | EUR 0.74 | EUR 0.79 | EUR 0.83 | EUR 0.82 | EUR 0.88 |
Recalculated at the exchange rates of 30 June 2006, the backlog at the middle of 2007 would have been EUR 16 million higher (EUR 860 million).
Backlog comprises revenue for the coming six months and includes for about 75% awarded projects not yet started, and uncompleted parts of on-going projects, as well as for about 25% projects that are highly likely to be awarded.
Acquisitions in 2007 until now (EUR x million)
| Price | Goodwill | Country | Division | Annual | Nr of | Consoli | |
|---|---|---|---|---|---|---|---|
| revenue | employ | -dation | |||||
| ees | per | ||||||
| GECO Umwelttechnik | 0.8 | 0.7 | Austria | Geotechnical | 1.0 | 14 | January |
| LGU | - | - | Germany | Geotechnical | 1.0 | 9 | January |
| EarthData | 39.3 | 28.9 | USA/China | Survey | 40.0 | 340 | April |
| ImpROV | 8.6 | 5.9 | UK/USA | Survey | 10.0 | 39 | April |
| Profocus Systems | 1.5 | 1.5 | Norway | Geoscience | 10.0 | 3 | May |
| MAPS | 7.5 | pm | UAE | Survey | 12.0 | 200 | July |
| Sobesol | 0.8 | pm | France | Geotechnical | 8.0 | 70 | July |
| Growth of revenue | (In % compared to first half of 2006) |
|---|---|
| Organic | 24.4 |
| Acquisitions | 6.0 |
| Disposals | - |
| Exchange rate effects | (3.7) |
| 26.7 |
Consolidated interim income statement
| (EUR x million) | Six months ending 30 June* |
Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2006 | 2005 | 2004 | |
| Revenue | 826.3 | 652.4 | 518.2 | 1,434.3 | 1,160.6 | 1,008.0 |
| Third party costs | (272.0) | (228.8) | (187.1) | (503,1) | (405.7) | (364.6) |
| Net revenue own services | 554.3 | 423.6 | 331.1 | 931.2 | 754.9 | 643.4 |
| Other income | 7.7 | 2.7 | 3.1 | 13.1 | 9.7 | 16.5 |
| Personnel expenses | (249.2) | (204.5) | (168.9) | (426.6) | (361.0) | (331.6) |
| Depreciation | (47.9) | (34.3) | (31.1) | (78.2) | (69.5) | (66.2) |
| Amortisation of intangible assets | (3.7) | (2.6) | (2.6) | (6.2) | (5.3) | (7.1) |
| Other expenses | (127.0) | (98.7) | (82.1) | (221.8) | (184.7) | (150.8) |
| Results from operating activities (EBIT) | 134.2 | 86.2 | 49.5 | 211.5 | 144.1 | 104.2 |
| Finance income | 1.9 | 0.7 | 0.6 | 2.4 | 0.7 | 2.4 |
| Finance expenses | (15.3) | (12.4) | (5.1) | (28.8) | (16.9) | (34.2) |
| Net finance costs | (13.4) | (11.7) | (4.5) | (26.4) | (16.2) | (31.8) |
| Share of profit of equity accounted investees | - | - | - | - | 0.2 | 0.1 |
| Profit before income tax | 120.8 | 74.5 | 45.0 | 185.1 | 128.1 | 72.5 |
| Income tax expense | (31.7) | (19.7) | (11.9) | (43.4) | (26.8) | (19.9) |
| Profit for the period | 89.1 | 54.8 | 33.1 | 141.7 | 101.3 | 52.6 |
| Attributable to: | ||||||
| Equity holders of the Company | 85.9 | 54.1 | 32.1 | 141.0 | 99.4 | 49.3 |
| Minority interest | 3.2 | 0.7 | 1.0 | 0.7 | 1.9 | 3.3 |
| Profit for the period | 89.1 | 54.8 | 33.1 | 141.7 | 101.3 | 52.6 |
| Basic earnings per share (EUR) | 1.24 | 0.79 | 0.50 | 2.05 | 1.51 | 0.83 |
| Diluted earnings per share (EUR) | 1.15 | 0.74 | 0.48 | 1.91 | 1.40 | 0.82 |
Consolidated interim statement of recognised income and expenses
| (EUR x million) | Six months ending 30 June* |
Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2006 | 2005 | 2004 | |
| Foreign currency translation differences of foreign | ||||||
| operations (including minority interest) | (2.6) | (19.9) | 37.0 | (31.5) | 38.7 | (25.2) |
| Share based payment expenses (net of tax) Defined benefit plan actuarial gains (and losses) (net |
4.3 | 3.2 | 1.2 | 5.9 | 4.0 | 2.3 |
| of tax) | 8.5 | 0.0 | (1.5) | 6.9 | 3.9 | (2.2) |
| Effective portion of changes in fair value of cash flow hedges (net of tax) |
0.6 | 2.1 | 6.3 | 4.4 | (2.1) | (6.3) |
| Issue of convertible loan | 0.0 | (2.6) | 0.0 | (2.2) | 8.7 | - |
| Other movements | 0.1 | (0.2) | 5.6 | (0.2) | (0.1) | (2.1) |
| Income and expenses recognised directly in equity |
10.9 | (17.4) | 48.6 | (16.7) | 53.1 | (33.5) |
| Profit for the period | 89.1 | 54.8 | 33.1 | 141.8 | 101.3 | 52.6 |
| Total recognised income and expenses for the period |
100.0 | 37.4 | 81.7 | 125.1 | 154.4 | 19.1 |
| Attributable to: | ||||||
| Equity holders of the Company | 96.8 | 36.2 | 80.7 | 124.8 | 151.6 | 17.2 |
| Minority interest | 3.2 | 1.2 | 1.0 | 0.3 | 2.8 | 1.9 |
| Total recognised income and expenses for the period |
100.0 | 37.4 | 81.7 | 125.1 | 154.4 | 19.1 |
Consolidated interim balance sheet
| (EUR x million) | 30 June* | 31 December | ||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2006 | 2005 | 2004 | |
| Assets | ||||||
| Property, plant and equipment | 517.1 | 319.0 | 263.1 | 412.2 | 262.8 | 233.0 |
| Intangible assets Investments in equity accounted |
407.4 | 312.0 | 304.1 | 368.9 | 310.3 | 294.0 |
| investees | 1.5 | 1.9 | 1.8 | 1.9 | 1.8 | 1.8 |
| Other investments | 5.7 | 3.6 | 3.8 | 3.5 | 3.2 | 7.5 |
| Deferred tax assets | 20.8 | 19.7 | 24.4 | 23.5 | 21.5 | 24.6 |
| Total non-current assets | 952.5 | 656.2 | 597.2 | 810.0 | 599.6 | 560.9 |
| Inventories | 44.1 | 61.2 | 69.3 | 47.4 | 61.9 | 51.8 |
| Trade and other receivables | 563.6 | 433.6 | 361.0 | 472.6 | 400.4 | 336.1 |
| Income tax receivables | 1.7 | 4.3 | 7.9 | 4.7 | 1.9 | 8.2 |
| Cash and cash equivalents | 113.3 | 88.9 | 79.6 | 71.0 | 74.9 | 26.3 |
| Total current assets | 722.7 | 588.0 | 517.8 | 595.7 | 539.1 | 422.4 |
| Total assets | 1,675.2 | 1,244.2 | 1,115.0 | 1,405.7 | 1,138.7 | 983.3 |
Consolidated interim balance sheet (continued)
| (EUR x million) | 30 June * | 31 December | ||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2006 | 2005 | 2004 | |
| Equity | ||||||
| Share capital | 3.5 | 3.5 | 3.4 | 3.5 | 3.4 | 3.1 |
| Share premium | 301.6 | 301.6 | 301.6 | 301.6 | 301.6 | 207.2 |
| Reserves | 252.1 | 121.3 | 52.1 | 116.3 | 61.1 | (35.7) |
| Unappropriated result | 85.9 | 54.1 | 32.1 | 141.0 | 99.4 | 49.3 |
| Total equity attributable to equity holders of the Company |
643.1 | 480.5 | 389.2 | 562.4 | 465.5 | 223.9 |
| Minority interest | 6.6 | 5.8 | 3.4 | 3.4 | 5.3 | 4.3 |
| Total equity | 649.7 | 486.3 | 392.6 | 565.8 | 470.8 | 228.2 |
| Liabilities | ||||||
| Loans and borrowings | 440.6 | 303.1 | 297.7 | 342.0 | 300.8 | 184.3 |
| Employee benefits | 26.4 | 46.8 | 52.3 | 38.7 | 47.2 | 48.2 |
| Deferred government grants | - | 0.9 | - | - | - | - |
| Provisions | 11.9 | - | 1.5 | 13.9 | 0.4 | 1.1 |
| Deferred tax liabilities | 0.3 | 3.2 | 4.4 | 0.4 | 2.9 | 3.7 |
| Total non-current liabilities | 479.2 | 354.0 | 355.9 | 395.0 | 351.3 | 237.3 |
| Bank overdraft | 141.5 | 89.7 | 87.2 | 42.9 | 35.4 | 41.0 |
| Loans and borrowings | 4.2 | 0.8 | 1.0 | 57.0 | 1.1 | 227.9 |
| Trade and other payables | 325.0 | 273.6 | 246.3 | 285.7 | 248.1 | 219.6 |
| Provisions | - | 0.6 | 0.8 | - | 1.0 | 0.9 |
| Other taxes and social security charges | 30.3 | 20.6 | 17.5 | 23.8 | 18.0 | 16.8 |
| Income tax payable | 45.3 | 18.6 | 13.7 | 35.5 | 13.0 | 11.6 |
| Total current liabilities | 546.3 | 403.9 | 366.5 | 444.9 | 316.6 | 517.8 |
| Total liabilities | 1,025.5 | 757.9 | 722.4 | 839.9 | 667.9 | 755.1 |
| Total equity and liabilities | 1,675.2 | 1,244.2 | 1,115.0 | 1,405.7 | 1,138.7 | 983.3 |
Consolidated interim statement of cash flows**
| Six months | Twelve months ending 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| (EUR x million) | ending 30 June* | December | ||||||
| 2007 | 2006 | 2005 | 2006 | 2005 | 2004 | |||
| Cash flows from operating activities | ||||||||
| Profit for the period | 89.1 | 54.8 | 33.1 | 141.7 | 101.3 | 52,6 | ||
| Adjustments for: | ||||||||
| Depreciation | 47.9 | 34.3 | 31.1 | 78.2 | 69.4 | 66.1 | ||
| Amortisation of intangible assets | 3.7 | 2.6 | 2.6 | 6.2 | 5.3 | 7.1 | ||
| Net finance costs (excluding net foreign | ||||||||
| exchange variance) | 11.5 | 9.6 | 9.7 | 19.2 | 20.3 | 26.3 | ||
| Gain on sale of discontinued operations | - | - | - | - | (2.2) | - | ||
| Gain on sale of property, plant and equipment | (1.6) | (1.7) | (0.7) | (2.0) | 1.5) | (0.7) | ||
| Gain on sale of other investments | - | - | - | - | (0.4) | - | ||
| Equity settled share-based payment transactions | 4.3 | 4.5 | 1,8 | 8.4 | 5.9 | 3.5 | ||
| Income tax expense | 31.7 | 19.7 | 11,9 | 43.4 | 26,7 | 19.9 | ||
| Operating cash flows before changes in working capital and provisions |
186.6 | 123.8 | 89.5 | 295.1 | 224.8 | 174.8 | ||
| Change in inventories | 3.9 | 1.2 | (3.9) | 11.2 | (4.0) | (31.7) | ||
| Change in trade and other receivables | (65.3) | (25.6) | (24.2) | (71.0) | (25.3) | 17.8 | ||
| Change in trade and other payables | 30.1 | 13.9 | 25.1 | 40.0 | (8.6) | (45.3) | ||
| Change in provisions end employee benefits | 0.8 | 1.4 | 3.6 | 13.4 | (0.5) | (19.7) | ||
| 156.1 | 123.8 | 90.1 | 288.7 | 186.4 | 95.9 | |||
| Interest paid | (10.4) | (10.3) | (15.2) | (19.8) | (21.0) | (20.2) | ||
| Income tax paid | (16.7) | (19.4) | (7.4) | (41.8) | (16.6) | (19.0) | ||
| Net cash from operating activities | 129.0 | 85.0 | 67.5 | 227.1 | 148.8 | 56.7 | ||
| Cash flows from investing activities Proceeds from sale of property, plant and |
||||||||
| equipment | 10.9 | 12.0 | 5.6 | 5.4 | 11.8 | 28.5 | ||
| Proceeds from sale of other investments | - | - | 3.9 | 0.2 | 5.2 | 6.9 | ||
| Interest received | 1.9 | 0.7 | 0.6 | 2.2 | 0.5 | 2.1 | ||
| Dividends received | - | - | - | 0.2 | 0.2 | 0.3 | ||
| Disposal of subsidiaries, net of cash disposed of | - | - | - | - | 17.5 | - | ||
| Acquisition of subsidiaries, net of cash acquired | (53.5) | (12.2) | (2.9) | (78.0) | (25.9) | (4.6) | ||
| Acquisition of property, plant and equipment | (93.5) | (80.4) | (43.4) | (182.9) | (81.5) | (77.8) | ||
| Expenditure for assets under construction | (67.6) | (9.9) | - | (42.0) | (1.5) | (3.2) | ||
| Acquisition of intangible assets | (0.6) | (2.2) | - | (2.8) | (0.3) | - | ||
| Internal developed intangible assets | (3.2) | (1.7) | (2.3) | (4.3) | (4.4) | (4.4) | ||
| Change in equity accounted investees | - | - | - | (0.1) | - | - | ||
| Acquisition of other investments | (2.0) | - | (0.2) | (0.4) | - | (1.5) | ||
| Net cash from investing activities | (207.6) | (93.7) | (38.7) | (302.5) | (78.4) | (53.7) | ||
* The consolidated figures for 30 June are unaudited
** Presentation in accordance with the lay-out of the annual accounts 2006
Consolidated interim statement of cash flows (continued)**
| (EUR x million) | Six months ending 30 June* | Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2006 | 2005 | 2004 | |
| Cash flows from financing activities | ||||||
| Proceeds from the issue of share capital | - | 0.1 | 98.7 | - | 94.7 | - |
| Proceeds from issue of convertible notes | - | - | 125.0 | - | 124.3 | - |
| Drawdown of long-term loans | 100.0 | - | - | 100.0 | - | - |
| Repurchase of own shares | (1.0) | (12.4) | - | (28.7) | - | (0.8) |
| Proceeds from the exercise of share options | (8.2) | (10.0) | - | (16.2) | (4.5) | (1.3) |
| Proceeds from the sale of purchased own shares | 15.1 | 18.8 | - | 34.2 | 13.8 | 9.3 |
| Repayment of borrowings | (59.9) | (9.3) | (232.6) | (3.3) | (231.3) | (33.8) |
| Dividend paid | (21.3) | (16.9) | (16,0) | (19.3) | (15.9) | (10.5) |
| Net cash from financing activities | 24.7 | (29.7) | (24.9) | 66.7 | (18.9) | (37.1) |
| Net increase in cash and cash equivalents | (53.9) | (38.4) | 3.9 | (8.7) | 51.5 | (34.1) |
| Cash and cash equivalents at 1 January | 28.2 | 39.5 | (14.7) | 39.5 | (14.7) | 20.8 |
| Effect of exchange rate fluctuations on cash held | (2.5) | (1.9) | 3.2 | (2.6) | 2.7 | (1.4) |
| Cash and cash equivalents at 30 June/31 December |
(28.2) | (0.8) | (7.6) | 28.2 | 39.5 | (14.7) |
| Presentation in the balance sheet | ||||||
| Cash and cash equivalents | 113.3 | 88.9 | 79.6 | 71.0 | 74.9 | 26.3 |
| Bank overdraft | (141.5) | (89.7) | (87.2) | (42.9) | (35.4) | (41.0) |
| (28.2) | (0.8) | (7.6) | 28.2 | 39.5 | (14.7) |
* The consolidated figures for 30 June are unaudited
** Presentation in accordance with the lay-out of the annual accounts 2006
Notes to the consolidated interim financial statements
General
Fugro N.V. ('the Company') is a company domiciled in Leidschendam, the Netherlands. The consolidated interim financial statements of the Company as at and for the six months ended 30 June 2007 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in equity accounted investees. The consolidated interim financial statements have been prepared by the Board of Management and have been approved by the Supervisory Board on 9 August 2007. The consolidated interim financial statements will be published on 10 August 2007. The consolidated interim financial statements have not been audited.
The consolidated financial statements of the Group as at and for the year ended 31 December 2006 are available upon request from the Company's registered office in Leidschendam or can be downloaded at www.fugro.com
Statement of compliance
The consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), IAS 34 (Interim Financial Reporting) as adopted by the European Union (EU-IFRS), They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2006.
Significant accounting policies and estimates
The accounting policies applied in these consolidated interim financial statements are the same accounting policies and methods of computation applied in the consolidated financial statements of the Group as at and for the year ended 31 December 2006.
Preparation of the consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2006.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis of making the judgments about the carrying values of the assets and liabilities that are not readily apparent from other sources. The estimates and the underlying assumptions are reviewed on an ongoing basis.
Segment reporting
Segment information is presented in respect of the Group's business segments, the Group's primary format. The business segments are based on the Group's management and internal reporting structure.
The Group recognises three groups of services as business segments (divisions):
The Geotechnical division provides a group of related services. These concern investigations and advice regarding the physical characteristics of the soil, foundation design and materials for construction.
The Survey division provides a group of related services. These concern precise positioning services, geological advice, topographical, hydrographical and geological mapping and support services for construction projects and data management.
The Geoscience division provides a range of related services. These concern gathering and interpreting geophysical data, quantitative and qualitative estimates of oil, gas, mineral and water resources leading to advising on the optimisation of their production.
| In EURx million |
Geotechnical | Survey | Geoscience | Unallocated/- Eliminations |
Consolidated | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | |
| Revenue | 214.6 | 167.4 | 137.8 | 391.9 | 321.1 | 246.0 | 219.8 | 163.9 | 134.4 | - | - | - | 826.3 | 652.4 | 518.2 |
| Segment | 37.9 | 24.7 | 17.7 | 90.1 | 64.3 | 35.4 | 41.3 | 23.5 | 17.1 | (35.1) | (26.3) | (20.7) | 134.2 | 86.2 | 49.5 |
Business segments for the six months ended 30 June
Seasonality of operations
result
Fugro's revenue in the second half is in general higher than the revenue in the first half of the calendar year.
Acquisitions of subsidiaries
During the first half of 2007 the following companies were acquired:
- In January: the geotechnical company GECO Umwelttechnik GmbH (Austria). Annual revenue EUR 1 million, fourteen employees.
- In January: LGU (Germany) with annual revenue of EUR 1 million and nine employees. LGU is a geotechnical company.
- In April: the EarthData group of companies (United States) with annual revenue of around EUR 40 million and 340 employees. Earthdata is a provider of innovative airborne mapping, remote sensing and geographical information services.
- In April: ImpROV Ltd. (United Kingdom), including the subsidiary ImpROV Inc. (United States). Annual revenue is around EUR 10 million. The company has 39 employees. ImpROV is supplier of specialised integrated tooling packages and tooling services to the offshore oil and gas industry.
- In May: ProFocus Systems (Norway) with annual revenue of over EUR 1 million and three employees. ProFocus develops quality control and data handling systems for marine seismic acquisitions.
- On 1 July 2007 Fugro has completed the acquisition of MAPS Geosystems (United Arab Emirates). MAPS specialises in aerial survey imagery, has over thirty years operating experience in the Middle East and Africa. MAPS has an annual revenue of around EUR 12 million and employs 200 people.
- In early July the acquisition of Sobesol (France) with annual revenue of EUR 8 million and seventy employees was completed. Sobesol specialises in geotechnical services and laboratory testing.
Should above acquisitions have taken place on 1 January, the consolidated interim revenue would have been approximately 3% higher.
Effect of acquisitions until 30 June 2007
The acquisitions had the following effect on the Group's assets and liabilities:
| Pre acquisition carrying amounts |
Fair value adjustments |
Acquisitions | |||
|---|---|---|---|---|---|
| (EUR x million) | 2007 | 2006 | 2005 | ||
| Property, plant and equipment | 7.1 | (0.1) | 7.0 | 12.9 | 2.4 |
| Other fixed assets | 1.7 | (1.7) | - | 0.5 | - |
| Deferred tax assets | 0.6 | - | 0.6 | - | - |
| Inventories | 0.1 | - | 0.1 | 2.3 | - |
| Trade and other receivables | 22.8 | - | 22,8 | 10.8 | 0.7 |
| Cash and cash equivalents | (2.5) | - | (2.5) | (2.9) | - |
| Interest-bearing loans and borrowings | (4.7) | - | (4.7) | (5.9) | - |
| Deferred government grants | - | - | - | (0.9) | - |
| Current tax liabilities | (0.4) | - | (0.4) | - | - |
| Deferred tax liabilities | - | - | - | (1.1) | - |
| Trade payables | (9.5) | (0.6) | (8.9) | (14.1) | (1.6) |
| Net identifiable assets and liabilities | 15.2 | (1.2) | 14.0 | 1.6 | 1.5 |
| Goodwill on acquisition* | 37.0 | 7.7 | 1.9 | ||
| Consideration paid, in cash | 51.0 | 9.3 | 3.4 | ||
| Cash and cash equivalent acquired | 2.5 | 2.9 | (0.5) | ||
| Net cash outflow** | 53.5 | 12.2 | 2.9 |
* including EUR 1 million professional costs (2007)
** In 2007:excluding Sobesol and MAPS
The acquisitions in 2007 contributed EUR 0.4 million to the profit of Fugro N.V. for the six months ended 30 June 2007. For 2007 this will amount to approximately EUR 1.1 million.
The goodwill recognised is mainly attributable to the skills and technical talent of the acquired business's workforce and the synergies expected to be achieved from integrating the companies into the existing divisions.
The table above is based on a preliminary allocation of the purchase prices.
Impairment tests
During the first six months of 2007 (and during the first six months of 2006) Fugro has evaluated whether during this period there have been indications for impairment of goodwill. No indications for impairment of goodwill or reasons to recalculate the impairment tests have been found.
Income taxes
Current tax
Current tax expense for the interim periods presented is the expected tax payable on the taxable income for the period per tax jurisdiction, calculated at the estimated average annual effective income tax rate applied to the pre-tax income of the interim period. The Group's consolidated effective tax rate for the six months ended 30 June 2007 was 26.2% (for the year ended 31 December 2006: 23.4%; for the six months ended 30 June 2006: 26.4%.
Current tax for current and prior periods is classified as a current liability to the extent that it is unpaid. Amounts paid in excess of amounts owed are classified as a current asset.
Deferred tax
The amount of deferred tax is based on the expected manner of realisation or settlement.
The primary components of the entity's recognised deferred tax assets are temporary differences related to property, plant and equipment, employee benefits and the tax value of recognised losses carried-forward.
The primary components of the entity's deferred tax liabilities are temporary differences related to intangible assets and property, plant and equipment.
Total deferred tax directly recognised in equity was EUR 4.8 million for the six months ended 30 June 2007 (six months ended 30 June 2006: EUR 4.8 million)
Property, plant and equipment
Acquisitions and disposals
During the six months ended 30 June 2007, the Group acquired assets with a cost of EUR 93.5 million (six months ended 30 June 2006: EUR 80.4 million) excluding assets acquired through business combinations. Assets with a net book value of EUR 8.5 million were disposed of during the six months ended 30 June 2007 (six months ended 30 June 2006: EUR 4.9 million), resulting in a gain on disposal of EUR 1.6 million (six months ended 30 June 2006: gain of EUR 1.7 million).
Capital commitments
At 31 December 2006 the Group entered into contractual obligations to purchase property, plant and equipment for EUR 332.5 million. During the first six months of 2007 EUR 85.1 million of these commitments resulted in additions to Property plant and equipment.
On 30 June 2007, the Group has contracts with a total value of EUR 323.0 million to purchase property, plant and equipment (six months ended 30 June 2006: EUR 268.4 million).
Equity
Share capital and share premium
The Group recorded the following amounts within shareholder's equity as a result of the issue of ordinary shares related to the conversion of the convertible loan and the stock dividend 2006.
For the six months ended 30 June
| (EUR x million) | Share capital | Share premium | ||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | |
| Issuance of ordinary shares | - | 0.1 | 0.3 | - | - | 94.4 |
Own shares acquired
The cost of the Company's shares held by the Group is recorded as a reserve within shareholder's equity. During the six months ended 30 June 2007 27,430 own shares were acquired. In the same period 482,320 shares were sold, leading to an increase of the own shares reserves of EUR 8.6 million.
Dividends
Following the approval of the proposed dividend 2006 of EUR 0.83 per share in cash or in (depository receipt of) shares with a nominal value of EUR 0.05 the following dividends were paid by the Group:
| 30 June (EUR x million) | 2007 | 2006 | 2005 |
|---|---|---|---|
| EUR 0.83 per qualifying ordinary share | |||
| (2006: EUR 0.60; 2005: EUR 0.48) | 57.8 | 41.3 | 28.9 |
Approximately 63 per cent of the shareholders have chosen to receive dividend in stock over 2006. Therefore Fugro issued 838,830 new shares.
Provisions
As at 31 December 2006 a provision of EUR 13.9 million was mainly accounted for in respect of legal procedures. In the first half of 2007 this provision has been reduced by EUR 1.5 million. The Group is involved in several legal proceedings in various jurisdictions (including the USA) as a result of its normal business activities, either as plaintiffs or defendants in claims. Management ensures that these cases are vigorously defended.
The Group has set up a provision for those claims where management believes it is probable that a liability has been incurred and the amount is reasonably estimable. These provisions are reviewed periodically and adjusted if necessary. Considering the expected duration of the (legal court) proceedings, management does not expect the eight legal actions, for which a provision has been set-up, to be completed in the current year.
Employee benefits
Pension cost for the interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant events, of which an adjustment of the discount rate. The Employee benefits have been reduced by EUR 8.5 million compared to 31 December 2006, as a result of this adjustment.
Loans and borrowings
For the six months ended 30 June
| (EUR x million) | 2007 | 2006 | 2005 |
|---|---|---|---|
| Bank loans | 200.0 | - | - |
| Private Placement loans | 108.2 | 170.2 | 173.1 |
| Convertible notes | 118.2 | 115.9 | 113.5 |
| Mortgage loans | 8.0 | 15.3 | 10.5 |
| Other loans | 10.4 | 2.5 | 1.6 |
| Subtotal | 444.8 | 303.9 | 298.7 |
| Less: current portion of long-term loans | 4.2 | 0.8 | 1.0 |
| 440.6 | 303.1 | 297.7 |
Private Placement loans
Every five years, for the first time in 2007, the conversion rate of the loans will be reset, based on the currency exchange rate of USD – EUR. Deviations that lead to a lower loan amount in EUR than originally recognised or at the last reset date result in an outflow (inflow) of cash for the Group amounting to the difference to the issuer of the hedge instrument.
The existing hedge contracts for the Private Placement loans in US-dollars have been reset. This reset required Fugro to pay EUR 57.7 million in cash. This cash payment has been offset against the fair value of the hedge contracts which was already included in the balance sheet. The reset did not impact the profit and loss of the Group. The hedge contract has not been renewed after the reset date.
| Convertible notes | |||
|---|---|---|---|
| (EUR x million) | 2007 | 2006 | 2005 |
| Proceeds from issue of convertible notes | 125.0 | 125.0 | 225.0 |
| Redemption of convertible loan | - | - | (5.3) |
| Converted into ordinary shares | - | - | (94.7) |
| Transaction costs | (3.2) | (3.2) | (3.2) |
| Net proceeds | 121.8 | 121.8 | 121.8 |
| Amount classified as equity | (5.0) | (6.7) | (8.4) |
| Transaction costs amortised | 1.4 | 0.8 | 0.1 |
| Carrying amount of liability at 30 June | 118.2 | 115.9 | 113.5 |
From 6 June 2005 up to and including 20 April 2010 the holders of the EUR 125 million convertible loan have the option to convert notes held for share certificates at a conversion price of EUR 24.25 per depository receipt of share of nominal EUR 0.05 each. The Group has the right to redeem the convertible notes if, as from 11 May 2008, the closing price of depository receipts of shares shall on 20 out of 30 consecutive trading days equal at least 130% (EUR 31.53) of the conversion price. Notes that are not converted to ordinary shares will be redeemed at face value on 27 April 2010.
Share based payments
As part of the share option programme for employees Fugro annually grants option rights to employees dependent on the contribution of the employee to the development of the long term strategy. The terms and conditions of the share option programme are disclosed in the consolidated financial statements as at and for the year ended 31 December 2006. The options are issued at the end of each financial year.
As at 30 June 2007 an estimated expense amount of EUR 5.8 million (30 June 2006: EUR 5.0 million) relating to the expected share based payment expenses for the full year 2007 has been recognised in the profit and loss account.
Related parties
Key management personnel receive compensation in the form of short-term employee benefits, post employment benefits and share based payments (refer to previous note). Key management personnel received total compensation of EUR 3.1 million for the six months ended 30 June 2007 (six months ended 30 June 2006: EUR 2.8 million)
Subsequent events
On 1 July 2007 Fugro has completed the acquisition of MAPS Geosystems (United Arab Emirates). MAPS, a producer of aerial survey imagery, has over thirty years operating experience in the Middle East and Africa. MAPS has an annual revenue of around EUR 12 million and employs 200 people.
In early July the acquisition of Sobesol (France) with annual revenue of EUR 8 million and 70 employees was completed. Sobesol specialises in geotechnical services and laboratory testing.
In July Fugro has been awarded a contract in Nigeria for airborne geophysical survey over various regions of the country. Order value: EUR 17 million.