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Fugro N.V. — Interim / Quarterly Report 2009
Aug 7, 2009
3845_iss_2009-08-07_88184796-7a46-4fec-b7c1-3dc41e1a585c.pdf
Interim / Quarterly Report
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Leidschendam, the Netherlands, 7 August 2009
Fugro: net result maintained in first half year of 2009
Major developments in the first half of 2009
- The net result for the first six months of 2009 increased by 2.8% to EUR 112.4 million (first half of 2008: EUR 109.3 million).
- Revenue in the first half of 2009 increased by 4.3% to EUR 1,035.3 million (first half of 2008: EUR 992.9 million).
- The acquisition strategy continued by way of acquisitions with a combined annual revenue of EUR 18.6 million. The total purchase price for the acquisitions up to 30 June 2009 was EUR 23.2 million.
- Thanks to a good utilisation, the company's position in the market and a number of cost-saving measures, net result was maintained. There is price pressure in a few market segments.
- Agreement was reached for the prolongation of the bank credit lines (EUR 300 million) up to April 2012.
Outlook
- Barring unforeseen circumstances, and assuming reasonably stable exchange rates, Fugro expects that the revenue for the full year 2009 will be approximately the same as last year (2008: EUR 2,154.5 million) with a net result of around EUR 260 million (2008: EUR 283.4 million).
- Activities related to exploration are experiencing the greatest pressure on prices.
- Positive effects from stimulus packages are expected in the coming period.
- The already initiated investment programme, which includes, among others, the refitting and renewal of the vessel fleet, continues.
- The order backlog for the coming six months amounts to EUR 931 million (end June 2008: EUR 969 million).
| K e y fi gu r e s | 30 June 2009 |
30 June 2009 compared to 30 June 2008 |
30 June 2008 |
|---|---|---|---|
| Financial data (EUR x million) | |||
| Net result | 112.4 | 2.8% | 109.3 |
| Revenue | 1,035.3 | 4.3% | 992.9 |
| Result from operating activities (EBIT) | 176.6 | 0.9% | 175.1 |
| Cash flow | 205.1 | 13.3% | 181.1 |
| Investments | 72.3 | 73.7 | |
| Assets under construction | 79.2 | 87.0 | |
| Per share (in EUR) | |||
| Basic earnings | 1.49 | (3.2)% | 1.54 |
| Diluted earnings* | 1.48 | 2.8% | 1.44 |
| Cash flow | 2.73 | 7.1% | 2.55 |
| Number of employees | 13,742 | 4.7% | 13,131 |
* After dilution effect of the share option scheme and of the convertible loan (30 June 2008).
Fugro N.V. - P.O. Box 41 - 2260 AA - Leidschendam - The Netherlands - Tel:+31 70 3111422 - Fax:+31 70 3202703 - Trade Register: nr 27120091 - VAT Nr: 0056 21 409 B01 - [email protected]
Fugro collects, processes and interprets data related to the earth's surface and soil composition 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 Amsterdam and is included in the AEX-Index. Fugro has over 13,500 employees in more than fifty countries.
Results first half of 2009
The worldwide recession resulting from the financial crisis also resulted in rapid and significant changes in market conditions for Fugro. After several years of strong growth and a shortage of capacity to meet the increased demand for our services, we note that there is now sufficient capacity in several market segments, resulting in pressure on prices. The most significant decrease in the demand for exploration services is in the oil, gas and mining sectors.
As a result, revenue increased only moderately during the first half of 2009. Thanks to good utilisation, the company's position in the market and a number of cost-saving measures, net result was maintained.
Revenue for the first six months of 2009 amounted to EUR 1,035.3 million (first half of 2008: EUR 992.9 million), an increase of 4.3%. Of this increase 0.7% was the result of organic growth and 1.1% the result of acquisitions. The exchange rate effect was 2.5% positive.
The net result for the first six months of 2009 was EUR 112.4 million – 2.8% higher than the EUR 109.3 million achieved in the first half of 2008. The effective tax rate over the first half of 2009 was 26.3%, equal to the first half of 2008.
As a result of the above, the net profit margin remained almost at the same level as in 2008 at 10.9% (first half of 2008: 11.0%).
All three divisions contributed towards the result.
Basic earnings per share over the first half of 2009 amounted to EUR 1.49 (first half of 2008: EUR 1.54).
| Gr o w th o f rev en u e | |
|---|---|
| (In % compared to first half of 2008) | |
| Organic | 0.7 |
| Acquisitions | 1.1 |
| Exchange rate effects | 2.5 |
| Total | 4.3 |
Developments in the first half of 2009
- In view of the uncertainties regarding the demand for a number of our services, the following fleet adjustments have been made:
- two charters (one for seismic and one for geotechnical survey) have been terminated;
- the charter of a newly built ROV support vessel has been cancelled (Fugro Energy);
- a survey vessel has been decommissioned (scrapped);
- a chartered survey vessel has been replaced with the purchase and refit of an existing vessel with better operational efficiency.
- The previously announced new vessels Geo Natuna (seismic) and Fugro Solstice (ROV-support) commenced service. Both vessels are chartered.
- The addition of 86 staff as a result of acquisitions means the total workforce has on balance increased slightly compared with the beginning of the year. Staff numbers have decreased in the companies providing exploration services, for example for the mining industry, but have increased some in a number of the other activities.
-
In the first half of 2009 the following companies and activities have been acquired:
-
LoadTest group of companies, headquartered in Gainesville, Florida, USA and with subsidiaries in Singapore, South Korea and the United Kingdom. LoadTest is the world's leading provider of static pile load testing services. Revenue in 2008 was more than EUR 13 million and the company employs 40 staff.
- VIB Weinhold, Erkelenz, Germany is a leading supplier of pipeline survey services with an annual revenue of about EUR 3 million and 26 employees. The company's activities comprise the planning, survey and documentation of transport and distribution networks, gas plants and power plants for private and public energy companies.
- Interaction A/S, Stavanger, Norway. Interaction specialises in marine electromagnetic data management and processing. The company employs 8 people and is known for its Sharkware brand of software products. The annual revenue is about EUR 0.6 million.
- Fugro acquired the data management and storage activities of Divestco, Inc. in Canada. The annual revenue is about EUR 2.0 million with 12 employees.
The total annual revenue of the companies acquired during the first half of 2009 amounts to EUR 18.6 million. The total acquisition price amounts to EUR 23.2 million.
- Subsequent to 30 June 2009 Tenix LADS Corporation Pty in Australia has been acquired. Tenix LADS is a leading global provider of airborne hydrographic services, which uses lasers to measure water depths. Tenix LADS has an annual revenue in the order of EUR 12.5 million, from its global contracts with governments and commercial enterprises. Tenix LADS employs around 60 people. The total purchase price amounts to EUR 8.7 million.
- In April 2009 a strategic alliance for international cooperation in the field of offshore electromagnetic surveys for the oil and gas industry was signed with EMGS (Norway). As part of the agreement, Fugro has provided EMGS with a convertible loan of NOK 150 million (about EUR 17 million).
- A selection of orders that were acquired in 2009 are:
- Canada Fugro Jacques GeoSurveys, Inc., together with other Fugro companies, was awarded a CAD 7 million contract for the acquisition of marine 2D multichannel seismic and bathymetric data in water depths ranging from 2,500 to 4,000 metres in the Labrador Sea, offshore Eastern Canada.
- Peru Petrobras Peru awarded Fugro a contract for an airborne gravity gradient and magnetics survey. The contract includes data acquisition, processing and interpretation and will comprise a total of 70,000 line kilometres of data acquisition over the Peruvian Amazon basin. The value of the contract is estimated at USD 10 million.
- United States Fugro Pelagos, Inc., successfully negotiated a contract with the United States Army Corps of Engineers to provide surveying and mapping services. The contract is for 3 years with a maximum value of USD 7.5 million.
- United States Rutherford County, Tennessee, awarded a 5-year geospatial services contract to Fugro EarthData, Inc. to provide mapping services. Recently, Fugro EarthData performed response mapping services to assess damage and aid recovery efforts following the 2009 Good Friday tornado that swept through the county.
- United Kingdom Thames Water Utilities Ltd. has awarded Fugro a marine site investigation contract for a geotechnical survey in and across the river Thames. The purpose of these investigations is to gather data required to deliver the Thames Tunnel, a major new project that is needed to reduce the risk of untreated sewage overflowing from London's sewers into the River Thames after rainfall.
- On 7 May 2009 the Annual General Meeting of Shareholders approved the proposed dividend of EUR 1.50 per (certificate of an) ordinary share for 2008. About 54% of the holders of (certificates of) shares chose to receive the dividend in stock. As a result 2,164,520 new ordinary shares were issued on 29 May 2009.
- On 7 May 2009 the Annual General Meeting of Shareholders appointed Mrs. M. Helmes and reappointed Mr. F.J.G.M. Cremers as members of the Supervisory Board. As of her appointment Mrs. Helmes is a member of the Audit Committee. Mr. Cremers remains vice-chairman of the Supervisory Board and chairman of the Audit Committee. Mr. P.J. Crawford, having reached the maximum period of three terms of four years, resigned from the Supervisory Board.
| Sh ar e d at a | ||
|---|---|---|
| 30 June 2009 | 30 June 2008 | |
| Issued number of shares | 78,772,478 | 76,607,958 |
| Average number of outstanding shares | 75,214,448 | 71,063,585 |
| Shares purchased for option plan | 1,863,296 | 1,428,046 |
Financing
Mid 2009 Fugro had a total amount of EUR 461.7 million in loans and borrowings (31 December 2008: EUR 395.4 million). The increase is mainly a result of the drawdown of part of the credit facility from ING Bank.
In May 2010 an amount of EUR 300 million from the aforementioned amount of EUR 461.7 million will have to be refinanced. Meanwhile Fugro reached an agreement with the banks involved for the extension of the bank credit lines up to April 2012 at almost comparable terms and conditions. The margin on Euribor is around 150 basis points higher than for the current facilities.
Furthermore an agreement in principle was reached with BNP Paribas for an additional credit facility of EUR 50 million. The maturity of the agreement is three years as from signing.
Agreement was reached with ING bank with regards to an additional overdraft facility of EUR 100 million.
Solvency on 30 June 2009 was 44.0% (31 December 2008: 43.7%). Gearing on 30 June 2009 amounted to 52.4% (31 December 2008: 51.3%). Interest coverage (EBIT/net interest expenses) is 22 (31 December 2008: 14).
Investments
The Annual Report 2008 includes the table below which provides an overview of the annual investments for the period between 2007 and 2010. This concerns an estimate for the years 2009 and 2010. At this moment Fugro does not expect substantial changes in the amount of the expected investments for the years 2009 and 2010.
| ( E x p e c t ed ) i n v e s t m e n t s , e x c l u d i n g a s s e t s f r o m | ||||
|---|---|---|---|---|
| a c q u i s i t i o n s (EUR x million) | 2007 | 2008 | 2009 | 2010 |
| Maintenance and replacement capex | 93.1 | 87.2 | 80.0 | 75.0 |
| Committed capacity expansion | 197.9 | 235.8 | 240.0 | 300.0 |
| Total investments | 291.0 | 323.0 | 320.0 | 375.0 |
| Movement in assets under construction | 41.4 | 57.0 | 30.0 | (175.0) |
| Total expenses for investments | 332.4 | 380.0 | 350.0 | 200.0 |
Divisional development
Geotechnical
At EUR 257 million the Geotechnical division's revenue was 2.4% higher than the EUR 251 million achieved in the first half of 2008. At 17%, the result from operating activities (EBIT) as a percentage of revenue was slightly lower compared to the first half of 2008 (18%).
The onshore geotechnical activities showed modest growth. Activities increased in the Middle East and Far East and also in the energy related projects in coastal areas. Activities in Europe and the United States are declining slightly as a result of the economic crisis.
The static pile load testing capability was strengthened by the acquisition of LoadTest, which is a world leader in this sector. Fugro and Deltares have signed a cooperation agreement for the development of knowledge in the field of delta technology and subsoil.
The offshore geotechnical activities show good capacity utilisation. The effect of the reduction in activity in the Gulf of Mexico is compensated for by the increasing work for offshore wind farms in Western Europe. In West Africa an extensive survey was conducted for deep water installations.
The delivery of the new vessel Fugro Synergy is somewhat delayed, amongst others by the modifications to broaden the vessel's applicability to deeper drilling work at sea. It is expected that the vessel will be available in the course of September.
| (EUR x million) | |
|---|---|
| Geo t e chn i c al | 30 June 2009 |
30 June 2008 |
30 June 2007 |
|---|---|---|---|
| Revenue | 257 | 251 | 214 |
| Result from operating activities | |||
| (EBIT) | 43 | 44 | 38 |
| As a % of revenue | 17% | 18% | 18% |
Survey
The survey division's revenue increased by 11.1% to EUR 491 million (first half of 2008: EUR 442 million). The majority of the division's activities are offshore. The result from operating activities (EBIT) as a percentage of revenue improved to a margin of 25% (first half of 2008: 24%). With effect from January 2009 the Subsea Services activities were split from Offshore Survey.
Major international oil companies and national oil companies indicated that they intend to continue with their investments. At the same time most have taken the opportunity to save on supply chain costs. Nevertheless, market conditions remain reasonably good in the oil and gas sector overall, albeit on tougher trading conditions. Strong performances were experienced particularly in Brazil, West Africa and the Middle East. A major work programme was awarded offshore Alaska which will keep us busy in the Arctic region for several months.
Utilisation of major assets remained good. A modest growth was continued in the number of ROVs deployed globally and expanded the AUV (Autonomous Underwater Vehicle) fleet with an additional vehicle stationed in South East Asia.
Maintenance activity for offshore equipment is increasing. New and more innovative technology will be required for production in deeper water.
The non-oil and gas sector gives a mixed picture in the first half year. The performance of the Geospatial operating companies in the United States is good, amongst others thanks to pipeline construction surveys and mapping of existing railways using Fugro's proprietary airborne laser mapping technology. Stimulus funds are beginning to create more project opportunities in the USA and, together, with additional capacity acquired in Europe, are expected to boost aerial mapping revenues in the second half.
Hydrographic surveys and charting activities continued in Canada, Saudi Arabia and several countries in Europe.
Tenix LADS in Australia, a company specialised in LiDAR surveys for bathymetric applications was acquired in July 2009.
(EUR x million)
| Su rv e y | 30 June 2009 |
30 June 2008 |
30 June 2007 |
|---|---|---|---|
| Revenue Result from operating activities |
491 | 442 | 392 |
| (EBIT) | 124 | 104 | 90 |
| As a % of revenue | 25% | 24% | 23% |
Geoscience
The Geoscience division's revenue was EUR 287 million – a decrease of 4.3% compared with the first half of 2008 (EUR 300 million). The result from operating activities (EBIT) as a percentage of revenue slightly dropped to a margin of 22% (first half of 2008: 24%).
The exploration sector, in which the Geoscience division operates, is under pressure, though it appears that the sector is now stabilising. Where possible capacity has been brought in line with reduced demand.
In marine seismic acquisition the results were also affected by some technical issues on the recently introduced vessels – which have since been resolved –, and the late delivery of the Geo Natuna. Fugro is now benefiting from performance advantages associated with the new, more efficient vessels.
Multi-client sales were satisfactory over the first half year, with the exception of a continued weak market in the Gulf of Mexico. New multi-client projects, a large 3D programme in Australia being one of them, are showing good precommitments. The book value of the multi-client library on 30 June 2009 is EUR 51.7 million.
The data management and storage activities of Divestco were acquired in Canada. Together with the earlier acquisition of similar activities, this is forming the foundation for a Canadian data management and storage group with a strong market position.
Towards the end of 2008 the Falcon airborne gravity gradiometry technology from BHP was purchased, to be applied, amongst other things, in oil and gas exploration. This has been successfully realised. In the first half year work in the oil and gas sector has helped to partly mitigate the declining work in the mining sector.
(EUR x million)
| Geo s c i en c e | 30 June 2009 |
30 June 2008 |
30 June 2007 |
|---|---|---|---|
| Revenue | 287 | 300 | 220 |
| Result from operating activities | |||
| (EBIT) | 62 | 71 | 41 |
| As a % of revenue | 22% | 24% | 19% |
Market developments
At the beginning of the year the oil and gas industry was confronted with a steeply declining oil price which fell below USD 40 per barrel. The price has since recovered to about USD 70 per barrel. Although the lower oil price in combination with the current economic situation has led to a decrease in investments in new fields, mainly by the smaller oil companies, the large international (majors) and national oil companies (NOCs) that are important for Fugro seem to be able to maintain the level of their longer term focused investments.
Recent external reports indicate that in 2009 investments worldwide will be about 6% lower than in 2008 and will increase again in 2010. Investments focused on the search for new fields (exploration) can be adjusted very quickly. This is to a lesser extent the case when it comes to investments related to the development of new fields (which generally takes place over several years) and to the continued exploitation of existing fields.
The higher prices for exploration services that resulted from the shortage of capacity in recent years are now under most pressure. Since more capacity is available, customers are awarding contracts with a shorter duration and are often delaying expenditure decisions.
Fugro is increasingly involved in activities related to offshore wind farms, especially in north-west Europe. The technologies developed for offshore geotechnical investigations on behalf of the oil and gas industry are ideally suited for this type of activity.
The services related to infrastructure projects show a mixed picture. In the Middle East the volume of work has decreased in Dubai, but we saw increased activity in, for instance, Abu Dhabi and Saudi Arabia. In the Far East there has been a modest increase, partly as a result of stimulus packages in China. In America and Europe the effects of the growth-stimulation packages are thus far limited.
Fugro's involvement in the mining sector is related primarily to the exploration for new natural resources. Due to the reduced demand for minerals there has been a significant decline in this type of activity.
As a result of the market developments described above the order backlog for the coming six months is slightly lower than a year ago. This reflects the effect of the pressure on prices for our services. The increased reticence of customers is especially noticeable when it comes to the decrease in backlog for offshore seismic surveys and for projects related to the mining sector. The order backlog for the coming six months amounts to EUR 931 million (end June 2008: EUR 969 million). Based on constant exchange rates the order backlog amounts to EUR 903 million.
Adjustment of the vessel fleet in 2009-2011
As part of the refitting and renewal of the vessel fleet, the following vessels will be added to the fleet:
| Expected start of | |||
|---|---|---|---|
| Name of the vessel | Type of vessel | operation | Owned/chartered |
| Fugro Synergy | Geotechnical | Q3-2009 | Owned |
| Fugro Searcher | Survey | Q1-2010 | Owned |
| Geo Caspian | Seismic | Q1-2010 | Chartered |
| Geo Coral | Seismic | Q3-2010 | Owned |
| Fugro Symphony | ROV-support | Q1-2011 | Owned |
Main risks and uncertainties
The Annual Report 2008 provides a description of Fugro's risk management and a summary of the main risks. The main risks concern:
- prolonged global economic and financial crisis
- continuing low oil price
- collapse of demand for oil, gas and/or minerals
- political instability in countries and/or region important for Fugro
- payment risks of clients with high financing costs
- pressure on prices by clients
- exchange rate fluctuations (USD, GBP).
In particular, for the second half of 2009, important risks are:
- prolonged global economic and financial crisis
- pressure on prices by clients
- strong decrease of the oil price compared to the present level (about USD 70 per barrel)
Outlook
The pressure on prices that has arisen in recent months is expected to continue in the second half of the year. A higher oil price has not yet led to a large-scale resumption of postponed new projects related to exploration and future production. The projects for larger fields already under development, most of which are multi-year projects, are continuing and form a major component of Fugro's activities for the oil and gas industry. In particular activities related to exploration are experiencing the greatest pressure on prices.
Although the measures aimed at stimulating economic growth have, until now, had only a limited effect, it is anticipated that their positive effect on the demand for services related to larger infrastructure projects will increase in the coming period.
The reduced demand for surveys to locate new mineral resources is not expected to recover during the next six months.
Fugro is responding to these developments by applying stringent cost control in the business units that are under pressure and, where necessary, adjusting capacity. Growth is being achieved by a number of activities, such as the work for offshore wind farms, detailed airborne mapping and support activities for oil and gas installations on the seabed.
Fugro is continuing its on-going investment programme, which includes, among others, the refitting and renewal of the vessel fleet, so that the vessels can operate with state-of-the-art technology, especially in deep water. Contracts for chartered vessels may be terminated depending on the market situation.
The order backlog for the second half of 2009 is about the same as a year ago as far as the volume of the work is concerned but due to the effects of the lower prices, its value in Euros is slightly lower. As a result, the profit margin in the second half of the year is expected to be lower than the record high achieved in the second half of 2008.
Barring unforeseen circumstances, and assuming reasonably stable exchange rates, Fugro expects that the revenue for the whole of 2009 will be approximately the same as last year (2008: EUR 2,154.5 million) with a net result of around EUR 260 million (2008: EUR 283.4 million). This will result in a net profit margin of 12% for the whole of 2009 (2008: 13.2%).
Intended appointment to the Board of Management of Fugro N .V.
Fugro will convene an extraordinary General Meeting of Shareholders shortly, to be held on 16 September 2009. The sole agenda item will be the appointment of Mr. J. Rüegg as a member of the Board of Management. Mr. Rüegg has been working at Fugro since 1992 and he has managed the Offshore Survey activities as COO since 1999.
Next publications
On 19 November 2009 Fugro will report on developments during the second half of 2009. The 2009 annual figures will be published on 5 March 2010.
For further information: Fugro N.V. K.S. Wester, President and CEO Telephone + 31 70 311 11 12
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.
(EUR x million)
| B a ckl o g at t h e st ar t o f t h e se co nd h a lf ye ar ( f or t h e n e xt s i x mo n th s) |
2009 | 2008 | 2007 | 2006 | 2005 |
|---|---|---|---|---|---|
| Geotechnical | |||||
| Onshore Geotechnical | 130 | 133 | 105 | 99 | 71 |
| Offshore Geotechnical | 102 | 110 | 85 | 76 | 55 |
| Total Geotechnical | 232 | 243 | 190 | 175 | 126 |
| Survey | |||||
| Offshore Survey | 246 | 248 | 238 | 198 | 139 |
| Subsea Services | 130 | 129 | 96 | 50 | 42 |
| Geospatial Services | 57 | 49 | 42 | 22 | 17 |
| Total Survey | 433 | 426 | 376 | 270 | 198 |
| Geoscience | |||||
| Seismic Services | 195 | 214 | 186 | 81 | 53 |
| Information Services | 41 | 39 | 42 | 47 | 44 |
| General Geophysical Services | 30 | 47 | 50 | 39 | 34 |
| Total Geoscience | 266 | 300 | 278 | 167 | 131 |
| Total | 931 | 969 | 844 | 612 | 455 |
| Applicable USD-rate | EUR 0.71 | EUR 0.63 | EUR 0.74 | EUR 0.79 | EUR 0.83 |
Recalculated at the exchange rate of 30 June 2008, the backlog at 30 June 2009 would have been EUR 28 million lower (EUR 903.0 million).
Backlog comprises revenue for the coming six months and includes awarded projects not yet started, and uncompleted parts of ongoing projects (in total comprising 66%). Projects that are highly likely to be awarded represent 34%.
(EUR x million)
| Ac q ui s i t i o n s i n 2 0 0 9 | Price | Good will |
Country | Division | Annual revenue |
Number of employees |
Consoli dation per |
|---|---|---|---|---|---|---|---|
| Up to 30 June | |||||||
| LoadTest | 14.0 | 5.5 | USA | Geotechnical | 13.0 | 40 | January |
| Divestco, assets and activities | 3.2 | 2.1 | Canada | Geoscience | 2.0 | 12 | March |
| VIB Weinhold | 2.2 | 3.1 | Germany | Survey | 3.0 | 26 | April |
| Interaction | 3.8 | 3.8 | Norway | Geoscience | 0.6 | 8 | April |
| Per 1 July | |||||||
| Tenix LADS | 8.7 | Australia | Survey | 12.5 | 60 | July |
C o n s o l i d a t e d s t a t e m e n t o f f i n a n c i a l p o s i t i o n
| (EUR x million) | 30 June* | 31 December | ||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2008 | 2007 | 2006 | |
| A s s e t s | ||||||
| Property, plant and equipment | 936.7 | 690.6 | 517.1 | 859.1 | 599.3 | 412.2 |
| Intangible assets | 488.9 | 454.6 | 407.4 | 452.1 | 407.6 | 368.9 |
| Investments in equity accounted investees | 2.1 | 1.6 | 1.5 | 1.3 | 1.5 | 1.9 |
| Other investments | 21.4 | 4.6 | 5.7 | 3.0 | 6.3 | 3.5 |
| Deferred tax assets | 30.9 | 17.8 | 20.8 | 26.3 | 18.0 | 23.5 |
| Total non-current assets | 1,480.0 | 1,169.2 | 952.5 | 1,341.8 | 1,032.7 | 810.0 |
| Inventories | 65.6 | 52.7 | 44.1 | 40.9 | 44.3 | 47.4 |
| Trade and other receivables | 644.1 | 569.6 | 563.6 | 618.1 | 549.7 | 472.6 |
| Income tax receivables | 7.2 | 5.1 | 1.7 | 9.2 | 1.4 | 4.7 |
| Cash and cash equivalents | 103.0 | 84.4 | 113.3 | 113.3 | 72.0 | 71.0 |
| Total current assets | 819.9 | 711.8 | 722.7 | 781.5 | 667.4 | 595.7 |
| Total assets | |
|---|---|
| -- | -------------- |
Total assets 2,299.9 1,881.0 1,675.2 2,123.3 1,700.1 1,405.7
C o n s o l i d a t e d s t a t e m e n t o f f i n a n c i a l p o s i t i o n ( c o n t i n u e d )
| (EUR x million) | 30 June* | 31 December | ||||||
|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2008 | 2007 | 2006 | |||
| E q u i t y | ||||||||
| Share capital | 3.9 | 3.8 | 3.5 | 3.8 | 3.5 | 3.5 | ||
| Share premium | 431.4 | 431.6 | 301.6 | 431.4 | 301.6 | 301.6 | ||
| Reserves | 464.0 | 263.9 | 252.1 | 209.7 | 178.7 | 116.3 | ||
| Unappropriated result | 112.4 | 109.3 | 85.9 | 283.4 | 216.2 | 141.0 | ||
| Total equity attributable to equity holders of the Company | 1,011.7 | 808.6 | 643.1 | 928.3 | 700.0 | 562.4 | ||
| Minority interest | 8.5 | 6.5 | 6.6 | 7.5 | 7.0 | 3.4 | ||
| Total equity | 1,020.2 | 815.1 | 649.7 | 935.8 | 707.0 | 565.8 | ||
| L i a b i l i t i e s | ||||||||
| Loans and borrowings | 461.7 | 321.2 | 440.6 | 395.4 | 450.0 | 342.0 | ||
| Employee benefits | 67.9 | 35.3 | 26.4 | 52.5 | 30.3 | 38.7 | ||
| Provisions | 15.4 | 16.0 | 11.9 | 13.1 | 16.3 | 13.9 | ||
| Deferred tax liabilities | 1.0 | 0.3 | 0.3 | 1.0 | 0.5 | 0.4 | ||
| Total non-current liabilities | 546.0 | 372.8 | 479.2 | 462.0 | 497.1 | 395.0 | ||
| Bank overdraft | 171.8 | 248.0 | 141.5 | 194.6 | 78.4 | 42.9 | ||
| Loans and borrowings | 24.3 | 3.9 | 4.2 | 26.5 | 6.5 | 57.0 | ||
| Trade and other payables | 426.4 | 349.4 | 325.0 | 395.5 | 321.7 | 285.7 | ||
| Other taxes and social security charges | 37.8 | 31.4 | 30.3 | 31.5 | 29.4 | 23.8 | ||
| Income tax payable | 73.4 | 60.4 | 45.3 | 77.4 | 60.0 | 35.5 | ||
| Total current liabilities | 733.7 | 693.1 | 546.3 | 725.5 | 496.0 | 444.9 | ||
| Total liabilities | 1,279.7 | 1,065.9 | 1,025.5 | 1,187.5 | 993.1 | 839.9 | ||
| Total equity and liabilities | 2,299.9 | 1,881.0 | 1,675.2 | 2,123.3 | 1,700.1 | 1,405.7 |
C o n s o l i d a t e d s t a t e m e n t o f c o m p r e h e n s i v e i n c o m e
| (EUR x million) | Six months ending 30 June* | Twelve months ending 31 December |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2008 | 2007 | 2006 | ||||
| Revenue | 1,035.3 | 992.9 | 826.3 | 2,154.5 | 1,802.7 | 1,434.3 | |||
| Third party costs (costs of sales) | (323.3) | (333.8) | (272.0) | (722.3) | (604.8) | (503.1) | |||
| Net revenue own services | 712.0 | 659.1 | 554.3 | 1,432.2 | 1,197.9 | 931.2 | |||
| Other income | 8.9 | 8.9 | 7.7 | 17.8 | 14.4 | 13.1 | |||
| Personnel expenses | (315.2) | (292.8) | (249.2) | (618.6) | (518.1) | (426.6) | |||
| Depreciation | (84.3) | (66.1) | (47.9) | (140.4) | (107.7) | (78.2) | |||
| Amortisation of intangible assets | (4.6) | (3.0) | (3.7) | (9.0) | (7.1) | (6.2) | |||
| Other expenses | (140.2) | (131.0) | (127.0) | (295.7) | (254.6) | (221.8) | |||
| Results from operating activities (EBIT) | 176.6 | 175.1 | 134.2 | 386.3 | 324.8 | 211.5 | |||
| Finance income | 1.8 | 2.3 | 1.9 | 4.8 | 3.8 | 2.4 | |||
| Finance expenses | (21.4) | (25.4) | (15.3) | (6.7) | (34.8) | (28.8) | |||
| Net finance costs | (19.6) | (23.1) | (13.4) | (1.9) | (31.0) | (26.4) | |||
| Share of profit of equity accounted investees | 0.6 | – | – | (0.1) | (0.2) | – | |||
| Profit before income tax | 157.6 | 152.0 | 120.8 | 384.3 | 293.6 | 185.1 | |||
| Income tax expense | (41.4) | (40.0) | (31.7) | (94.8) | (71.3) | (43.4) | |||
| Profit for the period | 116.2 | 112.0 | 89.1 | 289.5 | 222.3 | 141.7 | |||
| Attributable to: | |||||||||
| Equity holders of the Company | 112.4 | 109.3 | 85.9 | 283.4 | 216.2 | 141.0 | |||
| Minority interest | 3.8 | 2.7 | 3.2 | 6.1 | 6.1 | 0.7 | |||
| Profit for the period | 116.2 | 112.0 | 89.1 | 289.5 | 222.3 | 141.7 |
C o n s o l i d a t e d s t a t e m e n t o f c o m p r e h e n s i v e i n c o m e ( c o n t i n u e d )
| (EUR x million) | Six months ending 30 June | Twelve months ending 31 December |
|||||
|---|---|---|---|---|---|---|---|
| 2009* | 2008 | 2007 | 2008 | 2007 | 2006 | ||
| Profit for the period | 116.2 | 112.0 | 89.1 | 289.5 | 222.3 | 141.7 | |
| Other comprehensive income | |||||||
| Foreign currency translation differences of foreign operations | |||||||
| (including minority interest) | 40.9 | (31.4) | (2.6) | (51.9) | (57.2) | (31.5) | |
| Effective portion of change in fair value of hedge of net investment in | |||||||
| foreign operations | – | 6.0 | – | (3.6) | 7.7 | – | |
| Defined benefit plan actuarial gains (and losses) | (10.3) | (6.4) | 8.5 | (23.2) | 5.0 | 6.9 | |
| Effective portion of changes in fair value of cash flow hedges | 0.5 | 0.5 | 0.6 | 1.0 | 1.3 | 4.4 | |
| Change in fair value of financial assets available for sale | 0.0 | (2.3) | – | (2.5) | 3.3 | – | |
| Other movements | – | – | 0.1 | – | (0.3) | (0.2) | |
| Other comprehensive income for the period, net of income | |||||||
| tax | 31.1 | (33.6) | 6.6 | (80.2) | (40.2) | (20.4) | |
| Total comprehensive income for the period | 147.3 | 78.4 | 95.7 | 209.3 | 182.1 | 121.3 | |
| Attributable to: | |||||||
| Equity holders of the Company | 143.6 | 77.6 | 92.5 | 203.2 | 176.4 | 121.0 | |
| Minority interest | 3.7 | 0.8 | 3.2 | 6.1 | 5.7 | 0.3 | |
| Total comprehensive income for the period | 147.3 | 78.4 | 95.7 | 209.3 | 182.1 | 121.3 | |
| Basic earnings per share (EUR) | 1.49 | 1.54 | 1.24 | 3.88 | 3.11 | 2.05 | |
| Diluted earnings per share (EUR) | 1.48 | 1.44 | 1.15 | 3.73 | 2.86 | 1.91 |
C o n s o l i d a t e d s t a t e m e n t o f c h a n g e s i n e q u i t y
(EUR x million) For the six months ended 30 June 2009*
| Share capital |
Share premium |
Trans lation reserve |
Hedging reserve |
Other reserves |
Reserve for own shares |
Unappro -priated result |
Total | Minority Interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2009 | 3.8 | 431.4 | (165.3) | (5.6) | 491.2 | (110.6) | 283.4 | 928.3 | 7.5 | 935.8 |
| Total comprehensive income for the period: Profit or loss |
112.4 | 112.4 | 3.8 | 116.2 | ||||||
| Other comprehensive income | ||||||||||
| Foreign currency translation differences of foreign operations Effective portion of change in fair value of |
41.0 | 41.0 | (0.1) | 40.9 | ||||||
| hedge of net investment in foreign operations |
– | – | ||||||||
| Defined benefit plan actuarial gains (and losses) Effective portion of changes in fair value of |
(10.3) | (10.3) | (10.3) | |||||||
| cash flow hedges | 0.5 | 0.5 | 0.5 | |||||||
| Change in fair value of financial assets available for sale |
0.0 | 0.0 | 0.0 | |||||||
| Total other comprehensive income for the period |
– – |
41.0 | 0.5 | (10.3) | – | – | 31.2 | (0.1) | 31.1 | |
| Total comprehensive income for the period (net of income tax) |
– – |
41.0 | 0.5 | (10.3) | – | 112.4 | 143.6 | 3.7 | 147.3 | |
| Transactions with equity holders recorded directly in equity |
||||||||||
| Contributions by and distribution to equity holders |
||||||||||
| Equity-settled share-based payment | ||||||||||
| transactions Share options exercised |
4.0 | 1.7 | 4.0 1.7 |
4.0 1.7 |
||||||
| Addition to reserves | 229.8 | (229.8) | – | – | ||||||
| Own shares acquired and stock dividend Dividends to shareholders |
0.1 | (12.4) | (53.6) | (12.3) (53.6) |
(2.7) | (12.3) (56.3) |
||||
| Total contributions by and distribution to equity holders |
0.1 | – | – | – 233.8 |
(10.7) | (283.4) | (60.2) | (2.7) | (62.9) | |
| Balance at 30 June 2009 | 3.9 | 431.4 | (124.3) | (5.1) | 714.7 | (121.3) | 112.4 | 1.011.7 | 8.5 | 1,020.2 |
C o n s o l i d a t e d s t a t e m e n t o f c h a n g e s i n e q u i t y ( c o n t i n u e d )
(EUR x million) For the six months ended 30 June 2008*
| Share capital |
Share premium |
Trans lation reserve |
Hedging reserve |
Other reserves |
Reserve for own shares |
Unappro -priated result |
Total | Minority Interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2008 | 3.5 | 301.6 | (109.9) | (6.6) | 338.6 | (43.4) | 216.2 | 700.0 | 7.0 | 707.0 |
| Total comprehensive income for the period: Profit or loss |
109.3 | 109.3 | 2.7 | 112.0 | ||||||
| Other comprehensive income Foreign currency translation differences of foreign operations Effective portion of change in fair value of |
(29.5) | (29.5) | (1.9) | (31.4) | ||||||
| hedge of net investment in foreign operations Defined benefit plan actuarial gains (and |
6.0 | 6.0 | 6.0 | |||||||
| losses) Effective portion of changes in fair value of cash flow hedges |
0.5 | (6.4) | (6.4) 0.5 |
(6.4) 0.5 |
||||||
| Change in fair value of financial assets available for sale |
(2.3) | (2.3) | (2.3) | |||||||
| Total other comprehensive income for the period |
– | – | (23.5) | 0.5 | (8.7) | – | – | (31.7) | (1.9) | (33.6) |
| Total comprehensive income for the period (net of income tax) |
– | – | (23.5) | 0.5 | (8.7) | – | 109.3 | 77.6 | 0.8 | 78.4 |
| Transactions with equity holders recorded directly in equity |
||||||||||
| Contributions by and distribution to equity holders |
||||||||||
| Equity-settled share-based payment transactions Share options exercised Addition to reserves |
4.4 180.1 |
2.9 | (180.1) | 4.4 2.9 – |
4.4 2.9 – |
|||||
| Own shares acquired and stock dividend Conversion of convertible loan Dividends to shareholders |
0.3 | 130.0 | (8.8) | (61.7) | (36.1) | (61.7) 121.5 (36.1) |
(1.3) | (61.7) 121.5 (37.4) |
||
| Total contributions by and distribution to equity holders |
0.3 | 130.0 | – | – | 175.7 | (58.8) | (216.2) | 31.0 | (1.3) | 29.7 |
| Balance at 30 June 2008 | 3.8 | 431.6 | (133.4) | (6.1) | 505.6 | (102.2) | 109.3 | 808.6 | 6.5 | 815.1 |
C o n s o l i d a t e d i n t e r i m s t a t e m e n t o f c a s h f l o w s
| (EUR x million) | Six months ending 30 June* |
Twelve months ending 31 December |
|||||
|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2008 | 2007 | 2006 | ||
| C a s h f l o w s f r o m o p e r at i n g a c t i v i t i e s | |||||||
| Profit for the period | 116.2 | 112.0 | 89.1 | 289.5 | 222.3 | 141.7 | |
| Adjustments for: Depreciation |
84.3 | 66.1 | 47.9 | 140.4 | 107.7 | 78.2 | |
| Amortisation of intangible assets | 4.6 | 3.0 | 3.7 | 9.0 | 7.1 | 6.2 | |
| Impairment losses | – | – | – | – | 0.4 | – | |
| Net finance costs (excluding net foreign exchange variance) | 8.0 | 16.5 | 11.5 | 27.7 | 24.4 | 19.2 | |
| Gain on sale of property, plant and equipment | (0.4) | (1.0) | (1.6) | (2.0) | (3.7) | (2.0) | |
| Equity settled share-based payment transactions | 4.0 | 4.4 | 4.3 | 6.7 | 5.7 | 8.4 | |
| Income tax expense | 41.4 | 40.0 | 31.7 | 94.8 | 71.3 | 43.4 | |
| Operating cash flows before changes in working capital and | |||||||
| provisions | 258.1 | 241.0 | 186.6 | 566.1 | 435.2 | 295.1 | |
| Change in inventories | (22.6) | (5.0) | 3.9 | 3.0 | 0.4 | 11.2 | |
| Change in trade and other receivables | 3.2 | (31.0) | (65.3) | (94.2) | (70.5) | (71.0) | |
| Change in trade and other payables | 22.6 | 21.6 | 30.1 | 73.1 | 36.1 | 40.0 | |
| Change in provisions and employee benefits | (0.7) | 2.8 | 0.8 | 1.0 | 3.7 | 13.4 | |
| 260.6 | 229.4 | 156.1 | 549.0 | 404.9 | 288.7 | ||
| Interest paid | (9.0) | (15.5) | (10.4) | (31.2) | (26.0) | (19.8) | |
| Income tax paid | (45.1) | (45.7) | (16.7) | (88.6) | (39.7) | (41.8) | |
| Net cash from operating activities | 206.5 | 168.2 | 129.0 | 429.2 | 339.2 | 227.1 | |
| C a s h f l o ws f r o m i n v e s t i n g a c t i v i t i e s | |||||||
| Proceeds from sale of property, plant and equipment | 2.1 | 3.0 | 10.9 | 6.0 | 23.2 | 5.4 | |
| Proceeds from sale of other investments | – | – | – | 0.6 | 1.0 | 0.2 | |
| Interest received | 1.8 | 2.1 | 1.9 | 4.6 | 3.6 | 2.2 | |
| Dividends received | – | 0.1 | – | 0.2 | 0.2 | 0.2 | |
| Disposal of subsidiaries, net of cash disposed of | – | – | – | – | 0.3 | – | |
| Acquisition of subsidiaries, net of cash acquired | (20.1) | (43.4) | (53.5) | (85.5) | (68.2) | (78.0) | |
| Acquisition of property, plant and equipment | (72.8) | (73.7) | (93.5) | (323.0) | (291.0) | (182.9) | |
| Expenditure for assets under construction | (79.2) | (87.0) | (67.6) | (56.9) | (41.4) | (42.0) | |
| Acquisition of intangible assets | (0.4) | (0.5) | (0.6) | (0.8) | (1.6) | (2.8) | |
| Internal developed intangible assets | (3.3) | (3.4) | (3.2) | (7.1) | (7.1) | (4.3) | |
| Change in equity accounted investees Acquisition of other investments |
– (19.2) |
– (0.5) |
– (2.0) |
(0.2) (0.1) |
0.0 (0.1) |
(0.1) (0.4) |
|
| Net cash from investing activities | (191.1) | (203.3) | (207.6) | (462.2) | (381.1) | (302.5) |
C o n s o l i d a t e d i n t e r i m s t a t e m e n t o f c a s h f l o w s ( c o n t i n u e d )
| (EUR x million) | Six months ending 30 June* |
ending 31 December | Twelve months | |||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2008 | 2007 | 2006 | |
| C a s h f l o w s f r o m f i n a n c i n g a c t i vi t i e s | ||||||
| Issue of long-term loans | 75.8 | 0.1 | 100.0 | 100.0 | 118.8 | 100.0 |
| Repurchase of own shares | (12.4) | (61.7) | (1.0) | (75.7) | (33.8) | (28.7) |
| Paid consideration for the exercise of share options | (2.0) | (7.0) | (8.2) | (7.3) | (22.1) | (16.2) |
| Proceeds from the sale of purchased own shares | 3.7 | 11.7 | 15.1 | 15.8 | 32.8 | 34.2 |
| Repayment of borrowings | (12.4) | (23.2) | (59.9) | (34.6) | (61.6) | (3.3) |
| Dividend paid | (56.3) | (39.0) | (21.3) | (39.6) | (23.4) | (19.3) |
| Net cash from financing activities | (3.6) | (119.1) | 24.7 | (41.4) | 10.7 | 66.7 |
| Net increase in cash and cash equivalents | 11.8 | (154.2) | (53.9) | (74.4) | (31.2) | (8.7) |
| Cash and cash equivalents at 1 January | (81.3) | (6.4) | 28.1 | (6.4) | 28.1 | 39.5 |
| Effect of exchange rate fluctuations on cash held | 0.7 | (3.0) | (2.4) | (0.5) | (3.3) | (2.7) |
| Cash and cash equivalents at 30 June/31 December | (68.8) | (163.6) | (28.2) | (81.3) | (6.4) | 28.1 |
| Presentation in the balance sheet | ||||||
| Cash and cash equivalents | 103.0 | 84.4 | 113.3 | 113.3 | 72.0 | 71.0 |
| Bank overdraft | (171.8) | (248.0) | (141.5) | (194.6) | (78.4) | (42.9) |
| (68.8) | (163.6) | (28.2) | (81.3) | (6.4) | 28.1 |
Notes to the condensed consolidated interim financial statements
General
Fugro N.V. ('the Company') is a company domiciled in Leidschendam, the Netherlands. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2009 comprise the Company and its subsidiaries (together referred to as the 'Group') including the Group's interests in equity accounted investees. The consolidated interim financial statements were prepared by the Board of Management on 6 August 2009 and approved for publication on 7 August 2009. The half-yearly report and the consolidated interim financial statements were discussed at the meeting of the Supervisory Board on 6 August 2009.The consolidated interim financial statements have not been audited.
The condensed consolidated financial statements of the Group as at and for the year ended 31 December 2008 are available upon request from the Company's registered office in Leidschendam or can be downloaded from www.fugro.com.
Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting) as adopted by the European Union. 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 2008.
Significant accounting policies
The accounting policies applied in these condensed 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 2008, with the exception of the changed IFRS policies mentioned below.
As of 1 January 2009 the Group determines and presents operating segments based on the information that internally is provided to the Executive Committee, which is the Group's Chief Operating Decision Maker. This change in accounting policy is due to the adoption of IFRS 8, Operating Segments. Previously operating segments were determined and presented in accordance with IAS 14, Segment Reporting. The new accounting policy did not change the segments that qualify as reportable segments under IFRS 8. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.
The Group applies revised IAS 1, Presentation of Financial Statements, which became effective as of 1 January 2009. As a result, the Group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-equity holder changes in equity are presented in the consolidated statement of comprehensive income. This presentation has been applied in these interim financial statements as of and for the six months period ended on 30 June 2009. Comparative information has been re-presented in conformity with the revised standard. Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share. In respect of borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 January 2009, the Group capitalises borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset as part of the cost of that asset. The change in accounting policy was due to the prospective application of IAS 23 Borrowing costs (2007) in accordance with the transitional provisions of this standard; comparative figures have not been restated. The change in accounting policy had no material impact on assets, profit or earnings per share in the interim period ended 30 June 2009. The company has capitalised borrowing costs with respect to property, plant and equipment.
Estimates
Preparation of the condensed 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.
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 judgements 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.
Revision to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The accounting policies have been consistently applied by all subsidiaries and associates to all periods presented in these condensed consolidated interim financial statements.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimating uncertainty were
substantially the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2008.
Financial risk management
The aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2008.
Operating segments
The Group has three reportable segments, as described below, which are the Group's strategic divisions. The strategic divisions are reviewed regularly by the Executive Committee to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Group recognises three groups of services as operating segments (divisions):
The Geotechnical division provides a group of related services. These services concern investigations and advice regarding the physical characteristics of the soil, foundation design and construction materials.
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 as well as advice regarding the optimisation of their production.
| (EUR x million) | Geotechnical | Survey | Geoscience | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Revenue Inter-segment |
256.9 | 251.4 | 214.6 | 491.0 | 441.5 | 391.9 | 287.4 | 300.0 | 219.8 |
| revenue Segment profit before |
18.1 | 33.9 | 19.3 | 20.2 | 12.9 | 15.0 | 16.2 | 3.0 | 7.2 |
| tax | 43.1 | 39.4 | 40.3 | 127.9 | 111.8 | 96.0 | 61.8 | 65.5 | 38.7 |
| Segment assets | 468.2 | 351.6 | 288.5 | 816.6 | 711.7 | 599.9 | 887.2 | 729.1 | 679.9 |
Operating segments for the six months ended 30 June
| (EUR x million) | Unallocated/elimination | |||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Revenue | – | – | – | 1.035.3 | 992.9 | 826.3 |
| Inter-segment revenue | (54.5) | (49.8) | (41.5) | – | – | – |
| Segment profit before tax | (75.2) | (64.7) | (54.2) | 157.6 | 152.0 | 120.8 |
| Segment assets | 127.9 | 88.6 | 106.9 | 2.299.9 | 1.881.0 | 1.675.2 |
Seasonality of operations
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 and businesses
- In January the Group acquired all the shares in LoadTest group of companies, headquartered in Gainesville, Florida, USA and with subsidiaries in Singapore, South Korea and the United Kingdom. LoadTest is the world's leading provider of static pile load testing services. Revenue in 2008 is more than EUR 13 million and the company employs 40 staff. The goodwill amounts to EUR 5.5 million.
-
In March Fugro acquired the data management and storage activities of Divestco, Inc. in Canada. The annual revenue is about EUR 2.0 million. Fugro took over 12 employees. Goodwill on the acquisition amounts to EUR 2.1 million.
-
In April Fugro acquired a 100% interest in VIB Weinhold, Erkelenz, Germany, a leading supplier of pipeline survey services with an annual revenue of about EUR 3.0 million and 26 employees. The goodwill on the acquisition amounts to EUR 3.1 million.
- In April the Group acquired a 100% share in Interaction A/S, Stavanger, Norway. Interaction specialises in marine electromagnetic data management and processing. The company employs 8 people. Goodwill on the acquisition is EUR 3.8 million. The annual revenue is about EUR 0.6 million.
E f f e c t o f a c q u i s i t i o n s u n t i l 3 0 J u n e 2 0 0 9
The acquisitions had the following effect on the Group's assets and liabilities:
| (EUR x million) | Pre-acquisition carrying amounts |
Fair value adjust ments |
Acquisitions during the first six months of |
||
|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | |||
| Property, plant and equipment | 2.3 | (0.1) | 2.2 | 3.9 | 7.0 |
| Other fixed assets | 0.7 | 0.8 | 1.5 | 0.2 | – |
| Deferred tax assets | 0.1 | 0.1 | 0.1 | 0.6 | |
| Inventories | 0.3 | 0.3 | 4.2 | 0.1 | |
| Trade and other receivables | 2.8 | 2.8 | 11.5 | 22.8 | |
| Current tax receivables | 0.6 | 0.6 | 0.2 | – | |
| Cash and cash equivalents | 3.1 | 3.1 | 4.1 | (2.5) | |
| Interest-bearing loans and borrowings | (0.8) | (0.8) | (18.7) | (4.7) | |
| Current tax liabilities | (0.3) | (0.3) | (0.1) | (0.4) | |
| Trade payables | (0.8) | (0.8) | (18.7) | (8.9) | |
| Net identifiable assets and liabilities | 8.0 | 0.7 | 8.7 | (13.3) | 14.0 |
| Goodwill on acquisition | 14.5 | 60.8 | 37.0 | ||
| Consideration paid, in cash | 23.2 | 47.5 | 51.0 | ||
| Cash and cash equivalent acquired | (3.1) | (4.1) | 2.5 | ||
| Net cash outflow* | 20.1 | 43.4 | 53.5 |
* In 2007: excluding Sobesol and MAPS.
Acquisitions have been combined in this table as none of them individually is considered to be material. If all acquisitions in 2009 had been effected at the beginning of 2009, the consolidated interim revenue would have been approximately EUR 1.0 million higher.
The acquisitions in 2009 contributed EUR 0.5 million to the profit of Fugro N.V. for the six months ended 30 June 2009. On a full year basis this would approximately amount to EUR 1.0 million positive.
The goodwill from the acquisition is attributable mainly to market share, the skills and technical talent of the acquired business' workforce and the synergies expected to be achieved from integrating the companies into the Group's existing business.
For the 2009 acquisitions the fair value of acquired assets and liabilities has been provisionally determined as given the timing of the acquisitions Fugro is currently finalising purchase price accounting.
Impairment tests
During the first six months of 2009 (and during the first six months of 2008) Fugro has evaluated whether during this period there have been indications for impairment of goodwill or other significant assets. No indications for impairment of goodwill or other significant assets or reasons to carry out new impairment tests have been found.
Income taxes
Current tax
Current tax expense for the interim periods presented is recognised based on management's best estimate of the weighted average annual effective income tax rate for the full financial year applied to the pre-tax income of the interim period. The Group's consolidated effective tax rate for the six months ended 30 June 2009 was 26.3% (for the year ended 31 December 2008: 24.7%; for the six months ended 30 June 2008: 26.3%).
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 4.0 million for the six months ended 30 June 2009 (six months ended 30 June 2008: EUR 3.5 million).
Property, plant and equipment
Acquisitions and disposals
During the six months ended 30 June 2009, the Group acquired assets with a cost of EUR 72.3 million (six months ended 30 June 2008: EUR 73.7 million) excluding assets acquired through business combinations. Assets with a net book value of EUR 1.7 million were disposed of during the six months ended 30 June 2009 (six months ended 30 June 2008: EUR 2.0 million), resulting in a gain on disposal of EUR 0.4 million (six months ended 30 June 2008: gain of EUR 1.0 million).
Capital commitments
By 31 December 2008 the Group had entered into contractual obligations to purchase property, plant and equipment for EUR 402.6 million. During the first six months of 2009 EUR 128.4 million of these commitments resulted in additions to property, plant and equipment (including assets under construction).
On 30 June 2009, the Group has a contractual obligation with a total value of EUR 411.7 million to purchase property, plant and equipment (30 June 2008: EUR 574.7 million).
In tang ib le ass et s
| Goodwill | |||
|---|---|---|---|
| Reconciliation of carrying amount | |||
| (EUR x million) | 2009 | 2008 | 2007 |
| Cost | |||
|---|---|---|---|
| Balance at 1 January | 419.0 | 382.0 | 347.3 |
| Acquisitions through business combinations | 14.5 | 52.8 | 36.1 |
| Adjustments prior period | (0.1) | 8.0 | 1.0 |
| Effect of movements in foreign exchange rates | 21.6 | (14.3) | 1.8 |
| Balance at 30 June | 455.0 | 428.5 | 386.2 |
| Amortisation and impairment losses | |||
| Balance at 1 January | 0.4 | 0.4 | – |
| Impairment loss | – | – | 0.4 |
| Balance at 30 June | 0.4 | 0.4 | 0.4 |
| Carrying amounts | |||
| At 1 January | 418.6 | 381.6 | 347.3 |
| At 30 June | 454.6 | 428.1 | 385.8 |
Eq u ity
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 stock dividend 2008 (2008: including conversion of convertible loan).
For the six months ended 30 June
| (EUR x million) | Share capital | Share premium | ||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Issuance of ordinary shares | 0.1 | 0.3 | – | – | 124.7 | – |
Reserve for own shares
Fugro acquires and sells own shares in relation to the option scheme. 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 2009 550,000 own shares were acquired. In the same period 156,400 shares were sold, leading to a decrease of the reserve for own shares of EUR 8.7 million.
Dividends
Following the approval of the proposed dividend 2008 of EUR 1.50 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:
| For the six months ended 30 June | |||
|---|---|---|---|
| (EUR x million) | 2008 | 2007 | 2006 |
| EUR 1.50 per qualifying ordinary share (2008: EUR 1.25; 2007: EUR 0.83) | 114.9 | 94.2 | 57.8 |
Approximately 54% of the shareholders have chosen to receive dividend in stock over 2008. Consequently Fugro issued 2,164,520 new shares.
Provisions
As at 31 December 2008 a provision of EUR 13.0 million was accounted for mainly in respect of legal procedures. In the first half of 2009 this provision has increased by EUR 2.3 million. The Group is involved in several legal proceedings in various jurisdictions (including the United States) 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 adequate provisions 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 legal actions, for which a provision has been set-up, to be completed in the next twelve months.
The expected outflows of economic benefits have been discounted at a rate of 4.5%, and are based on management's best estimate. Final settlements can differ from this estimate, and could require revisions to the estimated provisions.
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 liability for employee benefits has increased by EUR 14.3 million compared to 31 December 2008, as a result of this adjustment.
L o a n s a n d b o r r o w i n g s For the six months ended 30 June
| (EUR x million) | 2009 | 2008 | 2007 |
|---|---|---|---|
| Bank loans | 355.0 | 200.0 | 200.0 |
| Private Placement loans | 104.7 | 95.1 | 108.2 |
| Convertible notes | – | – | 118.2 |
| Mortgage loans | 6.5 | 7.3 | 8.0 |
| Other loans | 19.8 | 22.7 | 10.4 |
| Subtotal | 486.0 | 325.1 | 444.8 |
| Less: current portion of long-term loans | 24.3 | 3.9 | 4.2 |
| 461.7 | 321.2 | 440.6 |
For the Private Placement loans, bank loans and credit facilities Fugro is subject to certain financial conditions which have been disclosed in the 2008 Financial Statements. As at 30 June 2009 Fugro complies with these conditions.
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 2008. The options are issued at the end of each financial year.
As at 30 June 2009 an estimated expense amount of EUR 4.0 million (30 June 2008: EUR 4.4 million) relating to the expected share based payment expenses for the full year 2009 has been recognised in the profit for the period. The expenses related to the 2009 grant are based on the Fugro share price as at 30 June 2009.
Related parties
The Executive Committee receives compensation in the form of short-term employee benefits, post employment benefits and share based payments (refer to previous note). The Executive Committee received total compensation of EUR 4.3 million for the six months ended 30 June 2009 for 10 persons (six months ended 30 June 2008: 8 persons EUR 3.0 million).
Subsequent events
After 30 June 2009 Tenix LADS Corporation Pty Ltd, Australia has been acquired. Tenix LADS is a leading global provider of airborne hydrographic services, which uses lasers to measure water depths. Tenix LADS has an annual revenue in the order of EUR 12.5 million, from its global contracts with governments and commercial enterprises. Tenix LADS employs around 60 people. The purchase price amounts to EUR 8.7 million.