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Fugro N.V. — Interim / Quarterly Report 2010
Aug 6, 2010
3845_iss_2010-08-06_8751b0de-f526-4d98-a8f0-21f4e6cf6d6c.pdf
Interim / Quarterly Report
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Leidschendam, the Netherlands, 6 August 2010
Second correction: Table on page 20 "Survey" figures
Focus on upholding performance; maintaining strategy to grow in the future
Major developments in the first half of 2010
- • Revenue in the first half of 2010 increased by 0.7% to EUR 1,042.4 million (first half of 2009: EUR 1,035.3 million).
- The net result for the first six months of 2010 decreased by 10.1% to EUR 101.0 million (first half of 2009: EUR 112.4 million).
- In a number of activities price pressure continues. Nevertheless the decrease of the net result was limited as a result of the company's market position and focus on securing utilisation for key assets.
- Sofar there is little impact from the Macondo oil spill on Fugro's activity. About 6% of the total revenue of Fugro is generated in the USA part of the Gulf of Mexico. A substantial part is related to servicing existing production and is not affected by the exploration moratorium.
- In the first half of 2010 two new-build vessels were added: the chartered seismic vessel Geo Caspian and the Fugro owned survey vessel Fugro Searcher.
- Fugro placed orders for two new survey vessels and two new specially designed geotechnical vessels for deepwater work in order to have in time capacity available for future expansion in these segments.
- Interra S.A., Chile and its sister company TerraLaser S.A., Peru were acquired in June 2010. The annual revenue is EUR 3.0 million and the purchase price amounts to EUR 2.0 million.
- New facilities in Macae, Brazil, supporting the marine operations with some 850 staff, were officially opened in the second quarter of 2010.
Outlook
- Barring unforeseen circumstances, and assuming reasonably stable exchange rates, Fugro expects that the revenue for the whole of 2010 will be approximately EUR 2,200 million (2009: EUR 2,053.0 million) with a net result of around EUR 260 million, which is comparable to the full year result over 2009 (EUR 263.4 million). This will result in a net profit margin of 11.8% for the whole of 2010 (2009: 12.8%)
- Activities related to exploration continue to experience price pressure.
- The longer term impact (if any) of the oil spill in the Gulf of Mexico cannot be assessed at this stage.
- The previously initiated investment programme, which includes the refitting and renewal of the marine fleet, is progressing in line with plan.
- The order backlog for the coming six months amounts to EUR 1,038 million (end June 2009: EUR 931 million).
| Key figures | 30 June 2010 | ||
|---|---|---|---|
| 30 June | compared to | 30 June | |
| 2010 | 30 June 2009 | 2009 | |
| Financial data (EUR x million) | |||
| Net result | 101.0 | (10.1)% | 112.4 |
| Revenue | 1,042.4 | 0.7% | 1,035.3 |
| Result from operating activities (EBIT) | 139.0 | (21.3)% | 176.6 |
| Cash flow | 204.9 | (0.1)% | 205.1 |
| Investments | 166.3 | 72.3 | |
| Assets under construction | 18.8 | 79.2 | |
| Per share (in EUR) | |||
| Basic earnings | 1.30 | (12.8)% | 1.49 |
| Diluted earnings* | 1.27 | (14.2)% | 1.48 |
| Cash flow | 2.63 | (3.7)% | 2.73 |
| Number of employees | 13,434 | (2.2)% | 13,742 |
* After dilution effect of the share option scheme.
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 organised into three divisions: Geotechnical, Survey and Geoscience. Fugro is listed on Euronext Amsterdam and is included in the AEX-Index. Fugro has approximately 13,500 employees in more than fifty countries.
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]
Results first half of 2010
In the first half of 2010 some signs of recovery from the financial crisis that kept the world in its grip in 2009 became noticeable. These fragile recovery signs were tempered by financial problems in a number of European countries. Moreover, a disaster in the Gulf of Mexico took place. A large oil spill resulted in an exploration moratorium for offshore USA and deferral of potential new exploration opportunities in USA waters. These uncertainties are causing some clients to exhibit restraint in their activity, while large oil and gas companies
and national oil companies continue their longer term investment plans.
The performance in the first half year was affected by the continuing price pressure in a number of activities as well as some delays in marine operations in the beginning of the year as a result of bad weather.
Revenue for the first six months of 2010 amounted to EUR 1,042.4 million (first half of 2009: EUR 1,035.3 million), an increase of 0.7%, almost the same as achieved in the first half of 2009. Revenue decreased organically by 5.1% and increased 0.7% as a result of acquisitions. The foreign currency effect was 5.1% positive.
The net result for the first six months of 2010 was EUR 101.0 million – 10.1% lower than the EUR 112.4 million achieved in the first half of 2009. As a result of good resource utilisation and the company's market position, the decrease in the net result was limited.
| Growth of revenue (In % compared to first half of 2009) |
|
|---|---|
| Organic Acquisitions Exchange rate effects |
(5.1) 0.7 5.1 |
| Total | 0.7 |
The EBIT for the first half of 2010 was EUR 139.0 million. This is 21.3% lower than the EBIT in the first half of 2009 (EUR 176.6 million). The EBIT in the first half of 2010 was affected by the earlier mentioned delays in the marine operations in the first part of the year due to bad weather. It is expected that the effect of this will flatten out over the full year.
Lower financing costs of EUR 18.7 million (mainly due to lower exchange differences of EUR 15.0 million) and a lower tax charge of EUR 7.5 million caused the difference on a percentage basis between EBIT and net result. In the first part of the year tender activity increased. This is reflected in the backlog showing improvement in the first half of 2010.
Working capital as per 30 June is EUR 179.5 million (31 December 2009: EUR 140.3 million). The main reason for the increase is the value of the seismic data library reflecting an increase of EUR 60 million to EUR 127 million at the end of June.
The higher balance of trade receivables is mainly caused by delayed payments from clients responding to ongoing global financial uncertainty. In the first six months of 2010 EUR 1.4 million was charged against the provision for bad debt, no material amounts were released from the provision for bad debt.
Currency effects were significant in the first half of 2010. The rate of exchange gain in the consolidated statement of comprehensive income is EUR 3.4 million (first half of 2009: EUR 11.6 million negative). The exchange differences were mainly caused by the strengthening of currencies such as the Australian dollar, the Brazilian Real and the Canadian dollar against the euro. This also had an impact on costs, such as personnel expenses. The average US dollar rate over the first half of 2010 was EUR 0.76 (first half of 2009: EUR 0.75). The foreign currency translation difference for foreign operations had a positive effect on the equity per 30 June 2010 of EUR 171.1 million (30 June 2009: EUR 40.9 million positive). The majority of this translation difference relates to the US dollar.
The effective tax rate over the first half of 2010 was 24.4% against 26.3% over the first half of 2009.
As a result of the above, the net profit margin was 9.7% (first half of 2009: 10.9%).
Basic earnings per share over the first half of 2010 amounted to EUR 1.30 (first half of 2009: EUR 1.49).
Developments in the first half of 2010
In the first half of the year Fugro has focussed on upholding performance under challenging market circumstances, while maintaining our strategy aimed at future growth.
- The previously announced new vessels Fugro Searcher (survey) and Geo Caspian (seismic) commenced service. The Fugro Searcher is owned and the Geo Caspian is chartered.
- Fugro took ownership of the seismic vessel Geo Celtic, which was already on long term charter from E. Forland AS, and has entered into a two-year bareboat charter of the seismic vessel Seisquest, also from E. Forland AS.
- Fugro has placed orders for two dedicated survey vessels and two specially designed geotechnical vessels (with an option for two more) taking advantage of the present attractive pricing in the shipbuilding sector. These vessels will be delivered in 2012.
- In June 2010 Interra S.A., Chile, with its sister company TerraLaser S.A. in Peru, were acquired. The companies are specialised in aerial mapping. The revenue is EUR 3.0 million and the company employs 45 people. The purchase price amounts to EUR 2.0 million.
- A selection of important and interesting contracts:
- Mexico Pemex awarded Fugro in cooperation with Constructora Subacuatica Diavaz, S.A. de C.V., a geophysical and geotechnical site investigation in deep water. The project also requires the deployment of one of Fugro's AUVs. The contract value is about USD 26 million.
- Africa and Far East Fugro Geoteam has been awarded several contracts for marine seismic work worth about USD 100 million.
- Sierra Leone African Minerals UK ltd. awarded a contract for site investigation related to the development of Freetown Port in Sierra Leone. The project comprises nearshore and onshore geotechnical surveys and geotechnical laboratory testing associated with the development of the Tonkolili Iron Ore Deposit near Freetown. The contract value is about USD 5.3 million.
- United States Virginia Department of Transportation has awarded a contract for image and data collection on more than 12,000 miles of interstate and primary highways and approximately 7,700 miles of asphalt secondary roads.
- South Korea Korea National Oil Corporation awarded Fugro a large scientific investigation project to look for gas hydrates. The Fugro Synergy is carrying out the investigation.
- South America Mapping with the GeoSAR technology of areas that are not easy to access.
- Chevron and Fugro-Jason have signed a worldwide Corporate Access Agreement that will give all Chevron companies worldwide access to the entire suite of Fugro Jason Software.
- India ONGC awarded Fugro a contract for acoustic inspection of all subsea pipelines in the West Coast of India offshore Mumbai. The project comprises inspection of some 5,400 km of pipelines and has a value of some EUR 5 million.
- United States The California, Oklahoma and New York Departments of Transportation have each awarded multi-year pavement data collection and analysis projects to Fugro. The three contracts represent collection of pavement data of over 124,000 miles and have a total value of some USD 10 million.
- On 6 May 2010 the Annual General Meeting approved the proposal to maintain the dividend at EUR 1.50 per (certificate of an) ordinary share for 2009, to be paid at the option of the holder in cash or in (certificates of) ordinary shares. About 52% of the holders of (certificates of) shares chose to receive the dividend in stock. As a result 1,497,206 new ordinary shares were issued on 28 May 2010.
- Furthermore the Annual General Meeting decided upon the following (re)appointments:
- appointment of Mr. H.C. Scheffer as a member of the Supervisory Board. The Supervisory Board intends to appoint Mr. Scheffer as new Chairman of the Supervisory Board in May 2011;
- reappointment of Messrs. F.H. Schreve, G-J. Kramer, and Th. Smith as members of the Supervisory Board;
- reappointment of Messrs. P. van Riel and A. Steenbakker as members of the Board of Management.
| Share data Issued number of shares |
30 June 2010 80,269,684 |
30 June 2009 78,772,478 |
|---|---|---|
| Average number of outstanding shares | 77,811,772 | 75,214,448 |
| Shares purchased for option plan | 1,703,046 | 1,863,296 |
Financing
At mid-2010 Fugro had a total amount of EUR 513.8 million in loans and borrowings (31 December 2009: EUR 441.3 million). The increase is mainly a result of the drawdown of the credit facilities from ING Bank and BNP Paribas for, amongst other things, financing of investments.
In early 2010 an agreement was reached with ABN AMRO Bank (formerly named Fortis Bank Nederland) for an additional facility of EUR 50 million. The facility matures in April 2012 and has terms and conditions similar to the other facilities.
The total long term bank facilities amount to EUR 460 million. Fugro had access to some EUR 250 million bank facilities on 30 June 2010.
Solvency on 30 June 2010 was 48.4% (31 December 2009: 50.2%). Gearing on 30 June 2010 amounted to 54% (31 December 2009: 42%). The higher gearing is primarily caused by the extra financing required for capital expenditure and additions to the data library. Interest coverage (EBIT/net interest expenses) is 31 (31 December 2009: 48).
Investments
Fugro successfully operates in niche markets on the basis of (generally in-house developed) special technology. For offshore operations specially designed vessels are preferably used in order to enhance efficiency. In order to timely create capacity for further growth and to meet future needs, including deepwater applications, Fugro has placed orders for two dedicated survey vessels and two specially designed geotechnical vessels (with an option for two more) taking advantage of the present attractive pricing in the shipbuilding sector. This will extend the ongoing vessel renewal and expansion programme into 2012. This is included in the table below, showing the (estimated) investments for 2008 through 2012.
| 2008 | 2009 | 2010 | 2011 | 2012 |
|---|---|---|---|---|
| 100.0 | ||||
| 235.8 | 250.0 | 350.0 | 150.0 | 110.0 |
| 210.0 | ||||
| 57.0 | 29.3 | (50.0) | (90.0) | - |
| 380.0 | 349.7 | 385.0 | 160.0 | 210.0 |
| 87.2 323.0 |
70.4 320.4 |
85.0 435.0 |
100.0 250.0 |
Divisional development
Geotechnical
The Geotechnical division's revenue of EUR 313 million was 22% higher than the EUR 257 million achieved in the first half of 2009. The result from operating activities (EBIT) as a percentage of revenue at 15% was lower compared to the first half of 2009 (17%).
Onshore geotechnics showed modest growth. The business line is seeing positive effects from a rebound of the economy in the Far East, continued strength in certain countries in the Middle East and a satisfactory demand for specialised nearshore geotechnical and construction support services. This is offsetting the weaker performance in
certain regions in Europe. Stimulus packages are supporting the activity levels in the USA.
The offshore geotechnical activities are showing good capacity utilisation, but were impacted by severe winter weather conditions in the North Sea. The Fugro Synergy was transferred to the Far East region and is currently working on a large gas hydrate project in South Korea. There is good demand for site investigation services related to offshore oil and gas drilling and pipeline projects. Work in the oil and gas sector is complemented by offshore wind farms projects in Western Europe.
A positive development is an increasing demand for large, integrated projects both in onshore and offshore geotechnics. In these projects Fugro provides clients with single source service packages that may include consulting, onshore, nearshore and offshore geotechnical work, surveying and engineering geology and geophysics. Examples of such integrated projects in the first half year are the Izmit Bridge project in Turkey and the Freetown Port development in Sierra Leone.
It is expected that offshore activity will increasingly take place on the seabed as oil and gas production moves into deeper water areas. Fugro continues the in-house development for dedicated site investigation techniques required for such work. Furthermore we have placed orders for two new specially designed deepwater vessels to expand the fleet and partially replace old capacity.
| (EUR x million) | |||
|---|---|---|---|
| Geotechnical | |||
| 30 June 2010 |
30 June 2009 |
30 June 2008 |
|
| Revenue Result from operating activities (EBIT) |
313 46 |
257 43 |
251 44 |
| As a % of revenue | 15% | 17% | 18% |
Survey
The Survey division's revenue decreased by 5% to EUR 466 million (first half of 2009: EUR 491 million). The result from operating activities (EBIT) as a percentage of revenue was 22% (first half of 2009: 25%).
The traditional offshore survey activities had a slow start to the year, but have since made-up for lost ground. However, the offshore construction support activities are under pressure as a result of a lower level of field development work. Other business segments have performed well. Moving into the northern hemisphere summer months, subsea inspection programmes became active again and the backlog for these services is improving. The renewable energy market (offshore wind farms) in Europe also has a positive impact on the performance of this division.
In June 2010 Fugro signed a contract to build two new state-of-the-art survey vessels to be delivered in 2012.
The Brazilian operations remained very active with a robust long term backlog while the Asia-Pacific operations are still experiencing difficult market conditions.
Trading conditions for offshore construction related services remain very competitive following the lack of project awards to contractors in 2009, but major asset utilisation (vessels and ROVs) improved in the course of the first half year and it is expected that these activities will increase in the coming period. The new-build programme and major refurbishments of ROVs to further enhance capacity is ongoing.
In northern Europe and North America, geospatial services were impacted by adverse weather conditions during the first months of 2010. In the USA, geospatial activity levels returned to normal in the second quarter with an increasing backlog . The demand for these services was weak in Europe. In the Middle East and Australia geospatial market conditions are improving after a partial slow-down in 2009.
With the acquisition of Interra S.A., Chile and its sister company TerraLaser S.A. in Peru the geospatial business line established a foothold in South America.
(EUR x million)
| Survey | 30 June 2010 |
30 June 2009 |
30 June 2008 |
|
|---|---|---|---|---|
| Revenue Result from operating activities (EBIT) |
466 101 |
491 124 |
442 104 |
|
| As a % of revenue | 22% | 25% | 24% |
Geoscience
The Geoscience division's revenue was EUR 263 million – a decrease of 8% compared with the first half of 2009 (EUR 287 million). The result from operating activities (EBIT) as a percentage of revenue dropped to a margin of 17% (first half of 2009: 22%).
The exploration sector, in which the Geoscience division largely operates, continues to be under pressure, however the demand for services has somewhat improved compared to mid 2009. Geographic alignment of vessels with market demand, staff reductions and cost focus have supported the first half year results of the division.
Rates for marine seismic acquisition remained under pressure as a result of the economic crisis and some overcapacity in this segment. Fugro is experiencing benefits from the new C-class vessels towing large spreads. The contract market is expected to remain challenging and going into the second half of 2010, there are also uncertainties following the oil spill incident in the Gulf of Mexico.
Multi-client sales were good in first half of 2010. A greater portion of the activity is now focused on the 3D segment, reflecting a successful shift in our multi-client strategy. This is further reinforced by strong pre-funding for large 3-D multi-client projects in Australia and Norway. The book value of the multi-client library on 30 June is EUR 127 million.
The data management and storage activities continue to operate in a stable market. The entry into the national data repository market was rewarded by the award from SOCAR, the Azerbaijan State Oil Company, of a contract to consolidate all geological and oilfield data in one database. New Windows based software releases for the Jason Geoscience Workbench and PowerLog were received positively in a stable geophysical and geological software market. Oil companies continue to search for new opportunities, resulting in ongoing interest in nonproprietary data sets and products.
Non-seismic services activity for oil and gas clients, along with governmental mapping projects, has continued to offset the weakness in a fragile mining exploration market. Although improved from 2009, mining related activity is still sensitive to capital market nervousness as exhibited by weak pricing. However, volumes of work improved across the service offering on a year-over-year basis.
| (EUR x million) Geoscience |
|||
|---|---|---|---|
| 30 June | 30 June | 30 June | |
| 2010 | 2009 | 2008 | |
| Revenue | 263 | 287 | 300 |
| Result from operating activities (EBIT) | 44 | 62 | 71 |
| As a % of revenue | 17% | 22% | 24% |
Market developments
In the first quarter of 2010 the oil price steadily increased to USD 85 per barrel. With the turmoil caused by the financial problems in a number of European countries as well as the oil spill in the Gulf of Mexico, the oil price decreased to around USD 75.
Large international and National Oil Companies (for Fugro the most important clients in the oil and gas segment) continued their long term strategy and maintained their level of investments. The somewhat smaller oil and gas companies initially showed some revival, but activity levels were set back in a number of cases by recent developments.
Updated external reports now indicate that exploration and development investments in the oil and gas sector will rise in 2010 by some 12% worldwide. The reports have incorporated the effects of the oil spill in the Gulf of Mexico and the subsequent exploration moratorium.
Given the ongoing depletion of existing fields and the longer term expected growing demand, oil and gas companies will have to continue to invest in new fields. This is reflected in a steady demand for multi-client data and the recent award of a number of projects in West Africa and in Brazil.
Fugro is more and more involved in offshore wind farm related work. The offshore geotechnical and survey capabilities and subsea knowledge is of key importance to clients in this market segment for the proper foundation design for the very large offshore turbines.
In Europe and the Middle East the infrastructure related activities are stable and activity in the Far East is increasing. In the United States a number of pavement management contracts were recently awarded to Fugro.
The backlog for the next six months is higher than mid-year 2009, and amounts to EUR 1,038 million (end June 2009: EUR 931 million). Based on constant exchange rates the order backlog for the remainder of the year would amount to EUR 928 million.
Fleet renewal/expansion
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 |
| Geo Coral | Seismic | Q3-2010 | Owned |
| Fugro Symphony | ROV-support | Q1-2011 | Owned |
| Fugro Galaxy | Survey | Q1-2011 | Owned |
| Fugro Equator | Survey | Q1-2012 | Owned |
| Fugro Australis | Survey | Q2-2012 | Owned |
| Geo I | Geotechnical | Q2-2012 | Owned |
| Geo II | Geotechnical | Q4-2012 | Owned |
Main risks and uncertainties
The Annual Report 2009 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
- Collapse of demand for oil, gas and/or minerals
- Political instability in countries and/or regions important to Fugro
- Payment risks of clients with low financial strength
- Pressure on prices by clients
- Exchange rate fluctuations (USD, GBP)
- Strong decrease of the oil price compared to the present level (around USD 80 per barrel)
In particular, for the second half of 2010, important risks are:
- Prolonged global economic and financial crisis, which may lead to project deferrals and/or cancellations
- Pressure on prices by clients as a result of lower demand and/or overcapacity in certain market segments
- Strong decrease of the oil price compared to the present level (around USD 80 per barrel), leading to lower investments by the oil and gas industry
- Reduced activity in the Gulf of Mexico, resulting from the moratorium on exploration
Subsequent events
- Subsequent to 30 June 2010 GEO Pannon Kft and Statnamic Kft in Hungary were acquired. With the acquisitions, Fugro strengthens its position in South East Europe. The annual revenue is about EUR 3.0 million and the companies employ 18 people. The purchase price was EUR 2.0 million.
- In July 2010 Fugro Consult GmbH divested its environmental laboratory as this is no longer seen as core business. The sale comprises the assets and the business of the laboratory. The sales price is EUR 1 million.
- In July 2010 Fugro entered into an agreement to purchase USD 20 million worth of senior secured bonds issued by Electromagnetic Geoservices ASA (EMGS). The callable bonds yielding quarterly coupons of LIBOR + 8% have a nominal duration of 3.5 years and are secured against revenue from a large project for PEMEX recently awarded to EMGS.
- Fugro has been awarded a 5-year diving contract, worth EUR 100 million, by Otto Candies for Petrobas in Brazil. Fugro will provide ROVs and diving services, including a saturation diving system capable of working in up to 300 meter waterdepth.
Outlook
The expected increase of around 12% in the E&P spending of the oil and gas industry in 2010 is supported by the current price of oil of around USD 80 per barrel. Fugro expects that the market segments in which it operates will further experience a slow recovery in the second half of 2010.
A number of activities such as exploration related services and construction support will continue to face price pressure until the available capacity and demand for such services is more balanced in these segments. The timing of this is unclear, particularly due to additional uncertainties with regard to the aftermath of the Macondo oil spill in the Gulf of Mexico. Sofar there has been little impact of the Macondo oil spill on Fugro's activity. About 6% of the total revenue of Fugro is generated in the USA part of the Gulf of Mexico. A substantial part of this is related to servicing existing production and is not affected by the exploration moratorium.
Fugro will continue to invest in state of the art technology and equipment in order to maintain its position as a leading provider of a unique range of specialist services. These investments will enhance our capabilities and improve operational efficiency.
Cost control, focus on utilisation of assets and flexible capacity management will be applied to uphold the performance in segments under pressure.
The order backlog for the second half of 2010 is improving compared to in the later part of last year and prices in activities like marine seismic seem to have bottomed.
Barring unforeseen circumstances, and assuming reasonably stable exchange rates, Fugro expects that the revenue for the whole of 2010 will be approximately EUR 2,200 million (2009: EUR 2,053.0 million) with a net result of around EUR 260 million, which is comparable to the full year result over 2009 (EUR 263.4 million). This will result in a net profit margin of 11.8% for the whole of 2010 (2009: 12.8%)
Explanation half-yearly results 2010
At 09.30 hours, Fugro will host a press conference (in Dutch) to explain the half-yearly results of 2010. The press conference can be followed live via an audio webcast on www.fugro.com. At 11.30 hours the analysts' meeting (in English) will start. The meeting will also be webcast on www.fugro.com. A digital version of the Half-yearly Report 2010 is available on this website.
For further information: Fugro N.V. K.S. Wester, President and CEO Telephone + 31 70 311 11 12
Financial agenda
| 18 November 2010 | Trading update on business development during the second half of 2010 |
|---|---|
| 10 March 2011 | Publication of the 2010 annual figures |
| 10 May 2011 | Trading update on business development during the first quarter of 2011 |
| 10 May 2011 | Annual General Meeting |
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)
| Backlog at the start of the second half year (for the next six months) |
2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Geotechnical | |||||
| Onshore Geotechnical Offshore Geotechnical |
151 154 |
130 102 |
133 110 |
105 85 |
99 76 |
| Total Geotechnical | 305 | 232 | 243 | 190 | 175 |
| Survey | |||||
| Offshore Survey | 264 | 246 | 248 | 238 | 198 |
| Subsea Services | 139 | 130 | 129 | 96 | 50 |
| Geospatial Services | 65 | 57 | 49 | 42 | 22 |
| Total Survey | 468 | 433 | 426 | 376 | 270 |
| Geoscience | |||||
| Seismic Services | 183 | 195 | 214 | 186 | 81 |
| Information Services | 36 | 41 | 39 | 42 | 47 |
| General Geophysical Services | 46 | 30 | 47 | 50 | 39 |
| Total Geoscience | 265 | 266 | 300 | 278 | 167 |
| Total | 1,038 | 931 | 969 | 844 | 612 |
| Applicable USD-rate | EUR 0.81 | EUR 0.71 | EUR 0.63 | EUR 0.74 | EUR 0.79 |
Recalculated at the exchange rate of 30 June 2009, the backlog at 30 June 2010 would have been EUR 110 million lower (EUR 928 million). Backlog comprises revenue for the coming six months and includes awarded projects not yet started, and uncompleted parts of on-going projects (in total comprising 71%). Projects that are highly likely to be awarded represent 29%.
(EUR x million)
| Acquisitions in 2010 | Price | Good will |
Country | Division | Annual revenue |
Number of employees |
Consolidation per |
|---|---|---|---|---|---|---|---|
| Up to 30 June Interra/TerraLaser |
2.0 | 2.0 | Chile/Peru | Survey | 3.0 | 45 | June |
| Per 1 July Statnamic/GEO Pannon |
2.0 | P.M. | Hungary | Geotechnical | 3.0 | 18 | July |
Consolidated statement of financial position
| (EUR x million) | Six months ending | Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2009 | 2008 | 2007 | |
| Assets | ||||||
| Property, plant and equipment | 1,214.2 | 936.7 | 690.6 1,043.2 | 859.1 | 599.3 | |
| Intangible assets | 546.2 | 488.9 | 454.6 | 492.7 | 452.1 | 407.6 |
| Investments in equity accounted investees | 1.5 | 2.1 | 1.6 | 1.4 | 1.3 | 1.5 |
| Other investments | 24.9 | 21.4 | 4.6 | 23.5 | 3.0 | 6.3 |
| Deferred tax assets | 29.7 | 30.9 | 17.8 | 25.7 | 26.3 | 18.0 |
| Total non-current assets | 1,816.5 | 1,480.0 | 1,169.2 1,586.5 | 1,341.8 | 1,032.7 | |
| Inventories | 141.0 | 65.6 | 52.7 | 80.6 | 39.7 | 44.3 |
| Trade and other receivables | 735.5 | 644.1 | 569.6 | 572.0 | 619.3 | 549.7 |
| Income tax receivables | 19.5 | 7.2 | 5.1 | 19.4 | 9.2 | 1.4 |
| Cash and cash equivalents | 84.3 | 103.0 | 84.4 | 107.8 | 113.3 | 72.0 |
| Total current assets | 980.3 | 819.9 | 711.8 | 779.8 | 781.5 | 667.4 |
Total assets 2,796.8 2,299.9 1,881.0 2,366.3 2,123.3 1,700.1
Consolidated statement of financial position (continued)
| (EUR x million) | Six months ending Twelve months ending 30 June* 31 December |
||||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2009 | 2008 | 2007 | ||
| Equity | |||||||
| Share capital | 4.0 | 3.9 | 3.8 | 3.9 | 3.8 | 3.5 | |
| Share premium | 431.4 | 431.4 | 431.6 | 431.4 | 431.4 | 301.6 | |
| Reserves | 816.8 | 464.0 | 263.9 | 489.0 | 209.7 | 178.7 | |
| Unappropriated result | 101.0 | 112.4 | 109.3 | 263.4 | 283.4 | 216.2 | |
| Total equity attributable to owners of the Company | 1,353.2 | 1,011.7 | 808.6 1,187.7 | 928.3 | 700.0 | ||
| Non-controlling interests | 13.5 | 8.5 | 6.5 | 11.8 | 7.5 | 7.0 | |
| Total equity | 1,366.7 | 1,020.2 | 815.1 1,199.5 | 935.8 | 707.0 | ||
| Liabilities | |||||||
| Loans and borrowings | 513.8 | 461.7 | 321.2 | 441.3 | 395.4 | 450.0 | |
| Employee benefits | 93.3 | 67.9 | 35.3 | 72.6 | 52.5 | 30.3 | |
| Provisions | 6.2 | 15.4 | 16.0 | 6.2 | 13.1 | 16.3 | |
| Deferred tax liabilities | 16.0 | 1.0 | 0.3 | 7.1 | 1.0 | 0.5 | |
| Total non-current liabilities | 629.3 | 546.0 | 372.8 | 527.2 | 462.0 | 497.1 | |
| Bank overdraft | 298.7 | 171.8 | 248.0 | 167.6 | 194.6 | 78.4 | |
| Loans and borrowings | 23.7 | 24.3 | 3.9 | 25.8 | 26.5 | 6.5 | |
| Trade and other payables | 427.7 | 426.4 | 349.4 | 350.0 | 395.5 | 321.7 | |
| Other taxes and social security charges | 37.6 | 37.8 | 31.4 | 40.6 | 31.5 | 29.4 | |
| Income tax payable | 13.1 | 73.4 | 60.4 | 55.6 | 77.4 | 60.0 | |
| Total current liabilities | 800.8 | 733.7 | 693.1 | 639.6 | 725.5 | 496.0 | |
| Total liabilities | 1,430.1 | 1,279.7 | 1,065.9 1,166.8 | 1,187.5 | 993.1 | ||
| Total equity and liabilities | 2,796.8 | 2,299.9 | 1,881.0 2,366.3 | 2,123.3 | 1,700.1 |
Consolidated statement of comprehensive income
| Six months ending Twelve months ending |
||||||||
|---|---|---|---|---|---|---|---|---|
| (EUR x million) | 30 June* | 31 December | ||||||
| 2010 | 2009 | 2008 | 2009 | 2008 | 2007 | |||
| Revenue | 1,042.4 | 1,035.3 | 992.9 2,053.0 | 2,154.5 1,802.7 | ||||
| Third party costs | (336.1) | (323.3) | (333.8) | (624.4) | (722.3) | (604.8) | ||
| Net revenue own services (revenue less third party costs) Other income |
706.3 13.4 |
712.0 8.9 |
8.9 | 659.1 1,428.6 24.4 |
17.8 | 1,432.2 1,197.9 14.4 |
||
| Personnel expenses | (353.5) | (315.2) | (292.8) | (652.8) | (619.1) | (518.1) | ||
| Depreciation | (96.1) | (84.3) | (66.1) | (173.6) | (140.4) | (107.7) | ||
| Amortisation of intangible assets Other expenses |
(4.0) (127.1) |
(4.6) (140.2) |
(3.0) (131.0) |
(10.1) (249.1) |
(9.0) (295.7) |
(7.1) (254.6) |
||
| Results from operating activities (EBIT) | 139.0 | 176.6 | 175.1 | 367.4 | 385.8 | 324.8 | ||
| Finance income | 7.2 | 1.8 | 2.3 | 7.2 | 30.6 | 3.8 | ||
| Finance expenses | (8.1) | (21.4) | (25.4) | (27.5) | (32.0) | (34.8) | ||
| Net finance costs | (0.9) | (19.6) | (23.1) | (20.3) | (1.4) | (31.0) | ||
| Share of profit of equity accounted investees (net of income tax) | 0.6 | 0.6 | – | 0.4 | (0.1) | (0.2) | ||
| Profit before income tax | 138.7 | 157.6 | 152.0 | 347.5 | 384.3 | 293.6 | ||
| Income tax expense | (33.9) | (41.4) | (40.0) | (74.4) | (94.8) | (71.3) | ||
| Profit for the period | 104.8 | 116.2 | 112.0 | 273.1 | 289.5 | 222.3 | ||
| Attributable to: | ||||||||
| Owners of the Company Non-controlling interests |
101.0 | 112.4 | 109.3 | 263.4 | 283.4 | 216.2 | ||
| 3.8 | 3.8 | 2.7 | 9.7 | 6.1 | 6.1 | |||
| Profit for the period | 104.8 | 116.2 | 112.0 | 273.1 | 289.5 | 222.3 | ||
| Basic earnings per share (EUR) | 1.30 | 1.49 | 1.54 | 3.46 | 3.88 | 3.11 | ||
| Diluted earnings per share (EUR) | 1.27 | 1.48 | 1.44 | 3.42 | 3.73 | 2.86 |
Consolidated statement of comprehensive income(continued)
| (EUR x million) | Six months ending 30 June* |
Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2009 | 2008 | 2007 | |
| Profit for the period | 104.8 | 116.2 | 112.0 | 273.1 | 289.5 | 222.3 |
| Other comprehensive income Foreign currency translation differences for foreign operations Effective portion of change in fair value of hedge of net investment |
171.1 | 40.9 | (31.4) | 47.5 | (52.8) | (57.2) |
| in foreign operations | (11.6) | – | 6.0 | 1.8 | (2.7) | 7.7 |
| Defined benefit plan actuarial gains (losses) | (11.9) | (10.3) | (6.4) | (10.4) | (23.2) | 5.0 |
| Effective portion of changes in fair value of cash flow hedges Change in fair value of financial assets available for sale Other movements |
0.7 (1.2) – |
0.5 0.0 – |
0.5 (2.3) – |
1.0 1.8 – |
1.0 (2.5) – |
1.3 3.3 (0.3) |
| Total other comprehensive income (net of income tax) | 147.1 | 31.1 | (33.6) | 41.7 | (80.2) | (40.2) |
| Total comprehensive income | 251.9 | 147.3 | 78.4 | 314.8 | 209.3 | 182.1 |
| Attributable to: | ||||||
| Owners of the Company | 245.9 | 143.6 | 77.6 | 305.3 | 203.2 | 176.4 |
| Non-controlling interests | 6.0 | 3.7 | 0.8 | 9.5 | 6.1 | 5.7 |
| Total comprehensive income for the period | 251.9 | 147.3 | 78.4 | 314.8 | 209.3 | 182.1 |
Consolidated statement of changes in equity
(EUR x million) For the six months ended 30 June 2010*
| Share capital |
Share premium |
Trans lation reserve |
Hedging reserve |
Other reserves |
Reserve for own shares |
Unappro -priated result |
Total | Non con trolling Interests |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2010 Total comprehensive income for the period: |
3.9 | 431.4 | (115.8) | (4.5) | 721.9 | (112.6) | 263.4 | 1,187.7 | 11.8 | 1,199.5 |
| Profit or (loss) | 101.0 | 101.0 | 3.8 | 104.8 | ||||||
| Other comprehensive income Foreign currency translation differences of foreign operations Effective portion of change in fair |
168.9 | 168.9 | 2.2 | 171.1 | ||||||
| value of hedge of net investment in foreign operations |
(11.6) | (11.6) | (11.6) | |||||||
| Defined benefit plan actuarial gains and (losses) |
(11.9) | (11.9) | (11.9) | |||||||
| Net change in fair value of cash flow hedges transferred to profit or loss |
0.7 | 0.7 | 0.7 | |||||||
| Change in fair value of financial assets available for sale |
(1.2) | (1.2) | (1.2) | |||||||
| Total other comprehensive income (net of income tax) |
- | - | 157.3 | 0.7 | (13.1) | – | – | 144.9 | 2.2 | 147.1 |
| Total comprehensive income for the period |
- | - | 157.3 | 0.7 | (13.1) | – | 101.0 | 245.9 | 6.0 | 251.9 |
| Transactions with owners, recorded directly in equity |
||||||||||
| Contributions by and distribution to equity holders |
||||||||||
| Share-based payment transactions Share options exercised |
5.5 | 6.0 | 5.5 6.0 |
5.5 6.0 |
||||||
| Addition to reserves | 207.3 | (207.3) | – | – | ||||||
| Own shares acquired and stock dividend Dividends to shareholders |
0.1 | (35.9) | (56.1) | (35.8) (56.1) |
(4.3) | (35.8) (60.4) |
||||
| Total contributions by and distribution to owners |
0.1 | – | – | – | 212.8 | (29.9) | (263.4) | (80.4) | (4.3) | (84.7) |
| Balance at 30 June 2010 | 4.0 | 431.4 | 41.5 | (3.8) | 921.6 | (142.5) | 101.0 | 1,353.2 | 13.5 | 1,366.7 |
Consolidated statement of changes in equity (continued)
(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 | Non con trolling Interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2009 Total comprehensive income for the period: Profit or (loss) |
3.8 | 431.4 | (165.3) | (5.6) | 491.2 | (110.6) | 283.4 112.4 |
928.3 112.4 |
7.5 3.8 |
935.8 116.2 |
| Other comprehensive income Foreign currency translation differences of foreign operations Effective portion of change in fair value of hedge of net investment in foreign operations |
41.0 | 41.0 – |
(0.1) | 40.9 – |
||||||
| Defined benefit plan actuarial gains and (losses) Net change in fair value of cash flow hedges transferred to profit or loss Change in fair value of financial |
0.5 | (10.3) | (10.3) 0.5 |
(10.3) 0.5 |
||||||
| assets available for sale Total other comprehensive income (net of income tax) |
– | – | 41.0 | 0.5 | 0.0 (10.3) |
– | – | 0.0 31.2 |
(0.1) | 0.0 31.1 |
| Total comprehensive income for the period |
– | – | 41.0 | 0.5 | (10.3) | – | 112.4 | 143.6 | 3.7 | 147.3 |
| Transactions with owners, recorded directly in equity |
||||||||||
| Contributions by and distribution to equity holders Share-based payment transactions Share options exercised Addition to reserves |
4.0 229.8 |
1.7 | (229.8) | 4.0 1.7 – |
4.0 1.7 – |
|||||
| 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 owners |
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 |
Consolidated statement of cash flows
| (EUR x million) | Six months ending 30 June* |
Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2009 | 2008 | 2007 | |
| Cash flows from operating activities Profit for the period |
||||||
| Adjustments for: | 104.8 | 116.2 | 112.0 | 273.1 | 289.5 | 222.3 |
| Depreciation | 96.1 | 84.3 | 66.1 | 173.6 | 140.4 | 107.7 |
| Amortisation of intangible assets | 4.0 | 4.6 | 3.0 | 10.1 | 9.0 | 7.1 |
| Amortisation of transaction costs related to loans and borrowings | 0.1 | – | – | 0.3 | 0.1 | 0.1 |
| Impairment losses | – | – | – | – | – | 0.4 |
| Net finance costs (excluding net foreign exchange variance) | 5.5 | 8.0 | 16.5 | 5.4 | 27.1 | 24.3 |
| Share of profit of equity-accounted investees | – | – | – | (0.4) | 0.1 | – |
| Gain on sale of property, plant and equipment | (1.4) | (0.4) | (1.0) | (3.0) | (2.0) | (3.7) |
| Equity settled share-based payment transactions | 5.5 | 4.0 | 4.4 | 9.1 | 6.6 | 5.7 |
| Income tax expense | 33.9 | 41.4 | 40.0 | 74.4 | 94.8 | 71.3 |
| Operating cash flows before changes in working capital and | ||||||
| provisions | 248.5 | 258.1 | 241.0 | 542.6 | 565.6 | 435.2 |
| Change in inventories | (49.9) | (22.6) | (5.0) | (38.0) | 3.0 | 0.4 |
| Change in trade and other receivables | (103.4) | 3.2 | (31.0) | 26.9 | (93.6) | (70.5) |
| Change in trade and other payables | 35.4 | 22.6 | 21.6 | (7.2) | 73.1 | 36.1 |
| Change in provisions and employee benefits | (1.0) | (0.7) | 2.8 | 3.9 | 1.0 | 3.7 |
| 129.6 | 260.6 | 229.4 | 528.2 | 549.1 | 404.9 | |
| Interest paid | (8.8) | (9.0) | (15.5) | (13.9) | (31.2) | (26.0) |
| Income tax paid | (64.0) | (45.1) | (45.7) | (92.3) | (88.6) | (39.7) |
| Net cash from operating activities | 56.8 | 206.5 | 168.2 | 422.0 | 429.3 | 339.2 |
| Cash flows from investing activities | ||||||
| Proceeds from sale of property, plant and equipment Proceeds from sale of other investments |
13.7 – |
2.1 – |
3.0 – |
15.0 0.1 |
6.0 0.6 |
23.2 1.0 |
| Interest received | 2.4 | 1.8 | 2.1 | 4.9 | 4.6 | 3.6 |
| Dividends received | 0.2 | – | 0.1 | 2.3 | 0.2 | 0.2 |
| Disposal of subsidiaries, net of cash disposed of | – | – | – | – | – | 0.3 |
| Acquisition of subsidiaries, net of cash acquired | (2.0) | (20.1) | (43.4) | (31.9) | (85.5) | (68.2) |
| Acquisition of property, plant and equipment | (166.3) | (72.8) | (73.7) | (320.4) | (323.0) | (291.0) |
| Expenditure for assets under construction | (18.8) | (79.2) | (87.0) | (29.3) | (56.9) | (41.4) |
| Acquisition of intangible assets | (10.1) | (0.4) | (0.5) | (0.7) | (0.9) | (1.6) |
| Internal developed intangible assets | (2.6) | (3.3) | (3.4) | (5.9) | (7.1) | (7.1) |
| Investment in equity accounted investees | 0.1 | – | – | – | (0.2) | 0.0 |
| Acquisition of other investments | – | (19.2) | (0.5) | (18.9) | (0.1) | (0.1) |
| Net cash from investing activities | (183.4) | (191.1) | (203.3) | (384.8) | (462.3) | (381.1) |
Consolidated statement of cash flows (continued)
| (EUR x million) | Six months ending | 30 June* | Twelve months ending 31 December |
|||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2009 | 2008 | 2007 | |
| Cash flows from financing activities | ||||||
| Proceeds from the issue of long-term loans | 72.1 | 75.8 | 0.1 | 75.1 | 100.0 | 118.8 |
| Repurchase of own shares | (35.8) | (12.4) | (61.7) | (12.3) | (75.7) | (33.8) |
| Paid consideration for the exercise of share options | (8.0) | (2.0) | (7.0) | (11.4) | (7.3) | (22.1) |
| Proceeds from the sale of own shares | 14.0 | 3.7 | 11.7 | 21.8 | 15.8 | 32.8 |
| Repayment of borrowings | (19.4) | (12.4) | (23.2) | (27.1) | (34.6) | (61.6) |
| Payment of transaction costs related to loans and borrowings | – | – | – | (1.4) | – | – |
| Dividends paid | (60.4) | (56.3) | (39.0) | (58.4) | (39.6) | (23.4) |
| Net cash from financing activities | (37.5) | (3.6) | (119.1) | (13.7) | (41.4) | 10.7 |
| Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January |
(164.1) (59.8) |
11.8 (81.3) |
(154.2) (6.4) |
23.5 (81.3) |
(74.4) (6.4) |
(31.2) 28.1 |
| Effect of exchange rate fluctuations on cash held | 9.5 | 0.7 | (3.0) | (2.0) | (0.5) | (3.3) |
| Cash and cash equivalents at 30 June/31 December | (214.4) | (68.8) | (163.6) | (59.8) | (81.3) | (6.4) |
| Presentation in the statement of financial position | ||||||
| Cash and cash equivalents | 84.3 | 103.0 | 84.4 | 107.8 | 113.3 | 72.0 |
| Bank overdraft | (298.7) | (171.8) | (248.0) | (167.6) | (194.6) | (78.4) |
| (214.4) | (68.8) | (163.6) | (59.8) | (81.3) | (6.4) |
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 2010 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 authorised for publication by the Supervisory Board on 5 August 2010. The consolidated interim financial statements have not been audited.
The Annual Report 2009 (including the consolidated financial statements as at and for the year ended 31 December 2009) of the Company is available upon request at the Company's office, Veurse Achterweg 10, Leidschendam and also available at www.fugro.com.
Statement of compliance
These 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 2009.
Significant accounting policies
The accounting policies applied by the Group in these consolidated interim financial statements are the same accounting policies and methods of computation as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2009, with the exception of the changed IFRS policies mentioned below.
Accounting for business combinations
From 1 January 2010 the Group has applied IFRS 3 Business Combinations (2008) in accounting for business combinations. The change in accounting policy has been applied prospectively and has no significant impact on earnings per share.
For acquisitions on or after 1 January 2010, the Group measures goodwill as the fair value of the consideration transferred (including the fair value of any previously-held equity interests in the acquiree) and the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The Group elects on a transaction-by-transaction basis whether to measure non-controlling interests at fair value, or at their proportionate share of the recognised amount of the identifiable net assets of the acquiree, at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Accounting for acquisitions of non-controlling interests
From 1 January 2010 the Group has applied IAS 27 Consolidated and Separate Financial Statements (2008) in accounting for acquisitions of non-controlling interests. The change in accounting policy has been applied prospectively; there was no impact on earnings per share in the current period.
From 1 January 2010 acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as equity holders and therefore no goodwill is recognised. Previously, goodwill arising on the acquisition of non-controlling interest in a subsidiary has been recognised, and represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction.
Estimates
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 expense. 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.
Revisions 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 consolidated interim financial statements.
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 estimating uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2009.
Financial risk management
The key 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 2009.
Operating segments
The Group has three reportable segments, as disclosed in the consolidated financial statements as at and for the year ended 31 December 2009.
Operating segments
Information about reportable segments for the six months ended 30 June
| (EUR x million) | Geotechnical | Survey | Geoscience | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | ||
| Revenue Of which Inter-segment |
313.7 | 256.9 | 251.4 | 465.5 | 491.0 | 441.5 | 263.2 | 287.4 | 300.0 | |
| revenue | 22.0 | 18.1 | 33.9 | 29.3 | 20.2 | 12.9 | 7.7 | 16.2 | 3.0 | |
| Reportable segment profit before income tax Reportable segment |
40.9 | 43.1 | 39.4 | 103.0 | 127.9 | 111.8 | 51.8 | 61.8 | 65.5 | |
| assets | 581.7 | 468.2 | 351.6 | 968.4 | 816.6 | 711.7 | 1,143.9 | 887.2 | 729.1 |
| (EUR x million) | Total | ||
|---|---|---|---|
| 2010 | 2009 | 2008 | |
| Revenue | 1,042.4 | 1,035.3 | 992.9 |
| Of which Inter-segment revenue | – | – | – |
| Segment profit before income tax | 195.7 | 232.8 | 216.7 |
| Segment assets | 2,694.0 | 2,172.0 | 1,792.4 |
Reconciliation of reportable segment profit or loss
| (EUR x million) | 2010 | 2009 | 2008 |
|---|---|---|---|
| Total profit or (loss) for reportable segments before income tax Unallocated amounts: |
195.7 | 232.8 | 216.7 |
| – Other corporate expenses |
(56.7) | (56.2) | (41.6) |
| – Net finance costs |
(0.9) | (19.6) | (23.1) |
| – Share of profit of equity accounted investees |
0.6 | 0.6 | 0.0 |
| Consolidated profit before income tax | 138.7 | 157.6 | 152.0 |
Segment assets
The major changes in segment assets relates to additional investments in property, plant and equipment. Unallocated assets principally comprise centrally managed property, plant and equipment, associates and other investments, deferred tax assets, current tax assets, derivative financial instrument assets and cash and cash equivalents which are used as part of the Group's financing offset arrangements.
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
In June the Group acquired all the shares in Interra S.A.,Chile and TerraLaser S.A., Peru. Revenue in 2009 is about
EUR 3.0 million and the company employs 45 staff. The goodwill amounts to EUR 2.0 million. The purchase price allocation will be completed during the second half year of 2010.
Effect of acquisitions until 30 June 2010
The acquisitions had the following effect on the Group's assets and liabilities:
| (EUR x million) | Acquisitions during the first six months of 2010 |
|||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | ||||
| Property, plant and equipment | 2.2 | 3.9 | ||||
| Other fixed assets | 1.5 | 0.2 | ||||
| Deferred tax assets | 0.1 | 0.1 | ||||
| Inventories | 0.3 | 4.2 | ||||
| Trade and other receivables | 2.8 | 11.5 | ||||
| Current tax receivables | 0.6 | 0.2 | ||||
| Cash and cash equivalents | 3.1 | 4.1 | ||||
| Interest-bearing loans and borrowings | (0.8) | (18.7) | ||||
| Current tax liabilities | (0.3) | (0.1) | ||||
| Trade payables | (0.8) | (18.7) | ||||
| Net identifiable assets and liabilities | – | 8.7 | (13.3) | |||
| Goodwill/(negative goodwill) on acquisition | 2.0 | 14.5 | 60.8 | |||
| Consideration paid/(received), in cash | 2.0 | 23.2 | 47.5 | |||
| Cash (acquired)/disposed of | – | (3.1) | (4.1) | |||
| Net cash outflow/(inflow) | 2.0 | 20.1 | 43.4 |
Acquisitions have been combined in this table as none of them individually is considered to be material.
If the acquisition in 2010 had been effected at the beginning of 2010, the consolidated interim revenue would have been approximately EUR 1.5 million higher.
The acquisition in 2010 did not contribute to the profit of Fugro N.V. for the six months ended 30 June 2010. On a full year basis this would approximately amount to EUR 0.5 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. None of the goodwill recognised is expected to be deductible for income tax purposes.
For the 2010 acquisition the fair value of acquired assets and liabilities has been provisionally determined as given the timing of the acquisition Fugro is currently finalising purchase price accounting.
Impairment tests
During the first six months of 2010 (and during the first six months of 2009) 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 income tax rate expected 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 2010 was 24.4% (for the year ended 31 December 2009: 21.4%; for the six months ended 30 June 2009: 26.3%). The change in effective tax rate was caused mainly by the change in the geographical composition of taxable income. 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, property, plant and equipment and inventories.
Total deferred tax directly recognised in equity was EUR 8.7 million for the six months ended 30 June 2010 (six months ended 30 June 2009: EUR 4.0 million).
Property, plant and equipment
Acquisitions and disposals
During the six months ended 30 June 2010, the Group acquired assets with a cost of EUR 166.3 million (six months ended 30 June 2009: EUR 72.3 million) excluding assets acquired through business combinations. Assets with a carrying amount of EUR 7.5 million were disposed of during the six months ended 30 June 2010 (six months ended 30 June 2009: EUR 1.7 million), resulting in a gain on disposal of EUR 1.4 million (six months ended 30 June 2009: gain of EUR 0.4 million).
Capital commitments
By 31 December 2009 the Group had entered into contractual obligations to purchase property, plant and equipment for EUR 289.1 million. During the first six months of 2010 EUR 129 million of these commitments resulted in additions to property, plant and equipment (including assets under construction). On 30 June 2010, the Group has a contractual obligation with a total value of EUR 412.3 million to purchase property, plant and equipment (30 June 2009: EUR 339.4 million).
Intangible assets
Goodwill
Reconciliation of carrying amount
| (EUR x million) | 2010 | 2009 | 2008 |
|---|---|---|---|
| Cost | |||
| Balance at 1 January | 460.1 | 419.0 | 382.0 |
| Acquisitions through business combinations | 2.0 | 14.5 | 52.8 |
| Adjustments prior period* | 6.3 | (0.1) | 8.0 |
| Effect of movements in foreign exchange rates | 33.6 | 21.6 | (14.3) |
| Balance at 30 June | 502.0 | 455.0 | 428.5 |
| Amortisation and impairment losses | |||
| Balance at 1 January Impairment loss |
0.4 – |
0.4 – |
0.4 – |
| Balance at 30 June | 0.4 | 0.4 | 0.4 |
| Carrying amounts | |||
| At 1 January | 459.7 | 418.6 | 381.6 |
| At 30 June | 501.6 | 454.6 | 428.1 |
* Adjustments prior period relate to the finalisation of purchase price allocations.
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 stock dividend 2009 (2008: including conversion of convertible loan).
| For the six months ended 30 June (EUR x million) |
Share capital | Share premium | ||||||
|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||
| Issuance of ordinary shares | 0.1 | 0.1 | 0.3 | – | – | 124.7 |
Reserve for own shares
Fugro acquires and sells own shares in relation to the share option scheme. The cost of these shares held by the Group is recorded as a reserve within shareholder's equity. During the six months ended 30 June 2010 a total of 800,000 own shares was acquired. In the same period 315,730 shares were sold, resulting in a decrease of the reserve for own shares of EUR 29.9 million.
Dividends
Following the approval of the proposed dividend 2009 of EUR 1.50 per share in cash or in (certificates 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) | 2010 | 2009 | 2008 |
|---|---|---|---|
| EUR 1.50 per qualifying ordinary share (2009: EUR 1.50; 2008: EUR 1.25) | 118.2 | 114.9 | 94.2 |
Approximately 52% of the shareholders have chosen to receive dividend in stock over 2009. Consequently Fugro issued 1,497,206 new shares.
Provisions
As at 31 December 2009 a provision of EUR 6.2 million was accounted for mainly in respect of legal procedures. In the first half of 2010 this provision remained equal. 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 plaintiff or defendant 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 17 million compared to 31 December 2009, as a result of such adjustments.
Loans and borrowings
For the six months ended 30 June
| 2010 | 2009 | 2008 |
|---|---|---|
| 407.0 | 355.0 | 200.0 |
| 116.8 | 104.7 | 95.1 |
| 7.3 | ||
| 7.2 | 19.8 | 22.7 |
| 537.5 | 486.0 | 325.1 |
| 23.7 | 24.3 | 3.9 |
| 513.8 | 461.7 | 321.2 |
| 6.5 | 6.5 |
For the Private Placement loans, bank loans and credit facilities Fugro is subject to certain financial conditions which have been disclosed in the Annual Report 2009. As at 30 June 2010 Fugro complies with these conditions.
Share-based payments
As part of the share option scheme for employees Fugro annually grants options on ordinary shares 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 scheme are disclosed in the consolidated financial statements as at and for the year ended 31 December 2009. The options are granted at the end of each financial year. As at 30 June 2010 an estimated expense amount of EUR 5.5 million (30 June 2009: EUR 4.0 million) relating to
the expected share-based payment expenses for the full year 2010 has been recognised in the statement of comprehensive income. The expenses related to the 2010 grant are based on the Fugro share price as at 30 June 2010.
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 4.5 million for the six months ended 30 June 2010 (six months ended 30 June 2009: EUR 4.3 million).
Subsequent events
- Subsequent to 30 June 2010 GEO Pannon Kft and Statnamic Kft in Hungary were acquired. With the acquisitions, Fugro strengthens its position in South East Europe. The annual revenue is about EUR 3.0 million and the companies employ 18 people. The purchase price was EUR 2.0 million.
- In July 2010 Fugro Consult GmbH divested its environmental laboratory as this is no longer seen as core business. The sale comprises the assets and the business of the laboratory. The sales price is EUR 1 million.
- In July 2010 Fugro entered into an agreement to purchase USD 20 million worth of senior secured bonds issued by Electromagnetic Geoservices ASA (EMGS). The callable bonds yielding quarterly coupons of LIBOR + 8% have a nominal duration of 3.5 years and are secured against revenue from a large project for PEMEX recently awarded to EMGS.
- Fugro has been awarded a 5-year diving contract, worth EUR 100 million, by Otto Candies for Petrobas in Brazil. Fugro will provide ROVs and diving services, including a saturation diving system capable of working up to 300 meter waterdepth.