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Fugro N.V. — Interim / Quarterly Report 2011
Aug 12, 2011
3845_iss_2011-08-12_27e21788-6f0e-4f3a-b967-12f63e82887a.pdf
Interim / Quarterly Report
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Leidschendam, the Netherlands, 12 August 2011
Profit level maintained with revenue growth continuing Long term financing secured
Major developments in the first half of 2011
- Revenue in the first half of 2011 increased by 12.7% to EUR 1,175.3 million (first half of 2010: EUR 1,042.4 million).
- The net result for the first six months of 2011 was EUR 100.4 million, which is comparable with the result over the first six months of 2010 (EUR 101.0 million).
- Long term financing secured with new US Private Placement loans of USD 909 million (7, 10 and 12 years maturity) and prolonged committed bilateral bank loans (5 years) of EUR 725 million.
- Little impact from political unrest in North Africa and the Middle East.
- In the first half of 2011 Fugro took delivery of two new build vessels: Fugro Galaxy and Fugro Symphony.
- In the first six months Fugro acquired four companies.
- The EMGS convertible loan was converted into 27.8 million shares in EMGS (14.81% of the outstanding shares of EMGS).
Outlook
- Barring unforeseen circumstances, and assuming reasonably stable exchange rates, Fugro expects that the revenue for the whole of 2011 will be approximately EUR 2,500 million (2010: EUR 2,280.4 million) with a net result of around EUR 260 million (2010: EUR 272.2 million). The result for the full year 2010 was positively impacted by the change in fair value of the EMGS convertible loan (EUR 16 million after tax). For the outlook of 2011 no change in fair value for Fugro's participation in EMGS over the year 2011 has been included. The above mentioned outlook will result in a net profit margin of 10.4% for the whole of 2011 (2010: 11.9%).
- In some market segments we expect to experience continued price pressure. This is predominantly the case in the marine seismic data acquisition market.
- Economic and financial uncertainty in the world may lead to deferral of projects and a tendency for clients to award projects at the last minute.
- The order backlog for the coming six months amounts to EUR 1,084 million (end June 2010: EUR 1,038 million).
| Key figures | 30 June 2011 | ||
|---|---|---|---|
| 30 June | compared to | 30 June | |
| 2011 | 30 June 2010 | 2010 | |
| Financial data (EUR x million) | |||
| Net result | 100.4 | (0.6)% | 101.0 |
| Revenue | 1,175.3 | 12.7% | 1,042.4 |
| Result from operating activities (EBIT) | 141.2 | 1.6% | 139.0 |
| Earnings before interest, tax, depreciation and | |||
| amortisation (EBITDA) | 251.9 | 5.4% | 239.1 |
| Cash flow | 214.4 | 4.6% | 204.9 |
| Investments | 218.2 | 166.3 | |
| Assets under construction | (81.1) | 18.8 | |
| Per share (In EUR) | |||
| Basic earnings | 1.26 | (3.1)% | 1.30 |
| Cash flow | 2.70 | 2.7% | 2.63 |
| Number of employees | 13,755 | 2.3% | 13,434 |
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 2011
The slowdown in the worldwide economic recovery and issues such as political unrest in countries in North Africa and the Middle East as well as aggregating financial problems in a number of European countries like Greece, created uncertainties in various market segments in which Fugro is exposed. These uncertainties led to deferral of projects and a tendency by clients to award projects at the last minute. This reduces our ability to optimise the planning of resources, which results in many cases in more transit time for vessels between projects.
Notwithstanding the foregoing, Fugro's revenue for the first six months of 2011 increased by 12.7% compared to the first half of last year and amounted to EUR 1,175.3 million (first half of 2010: EUR 1,042.4 million). Revenue increased organically by 9.3% and 7.2% was added as a result of acquisitions. These were offset by a negative impact of 3.7% due to the foreign currency effect and 0.1% reduction in revenue due to the disposal of some activities.
Tender activity is high. This is reflected in the backlog showing some improvement in the first half of 2011.
The net result for the first six months of 2011 was EUR 100.4 million, which is comparable with the result over the first six months of 2010 (EUR 101.0 million).
| Growth of revenue (In % compared to first half of 2010) |
|
|---|---|
| Organic Acquisitions Divestments Exchange rate effects |
9.3 7.2 (0.1) (3.7) |
| Total | 12.7 |
Currency effects were significant in the first half of 2011. The foreign currency exchange loss over the first six months was EUR 12.0 million (first half of 2010: EUR 3.4 million positive). The foreign currency differences were mainly caused by the weakening of the US dollar and the British pound against the Euro. The average US dollar rate over the first half of 2011 was EUR 0.70 (first half of 2010: EUR 0.76).
The foreign currency translation difference for overseas operations had a negative effect on the equity per 30 June 2011 of EUR 66.0 million (30 June 2010: EUR 159.5 million positive). The majority of this translation difference also relates to the US dollar and the British pound.
Lower utilisation of geotechnical vessels was partly compensated by income resulting from the remodelling of the sales agreement of land-based positioning signals with Trimble.
The EBITDA for the first half of 2011 increased by 5.4% to EUR 251.9 million (first half of 2010: EUR 239.1 million). The EBIT for the said period was EUR 141.2 million (first half of 2010: EUR 139.0 million).
Working capital as per 30 June is EUR 2.7 million (31 December 2010: EUR 253.2 million). Reasons for the movement are an increase in the use of bank facilities of EUR 162 million (this is among others caused by the purchase of own shares for the option plan amounting to some EUR 68 million) and the short term portion of loans and borrowings increased with EUR 204 million as a result of the bridge loans for the 2011 acquisitions and the short term portion of the USPP (2002). These effects are offset by the higher book value of the seismic data libraries (EUR 47 million). Some improvement in collection of the aged accounts receivable was achieved in the last few months. However, the recent acquisitions have led to an increase in the level of outstanding accounts receivable compared to the start of the year.
The effective tax rate over the first half of 2011 was 12.6% against 24.4% over the first half of 2010. The lower tax rate is mainly caused by a different spread of geographical locations where projects are being executed. The full year tax rate is expected to be around 20% (full year 2010: 21.9%).
The net profit margin over the first six months of 2011 was 8.5% (first half of 2010: 9.7%).
Basic earnings per share over the first half of 2011 amounted to EUR 1.26 (first half of 2010: EUR 1.30).
Developments in the first half of 2011
Notwithstanding some negative issues the growth in revenue continued in the first half of the year, partly supported by a number of completed acquisitions.
- The start of some new ROV-projects in Brazil was delayed as the vessels, which were delivered by third parties to our client, arrived later than planned.
- The utilisation of the vessel fleet was impacted by factors such as a higher number of planned dry dockings for regular maintenance earlier in the year and the unexpected last minute cancellation of a large offshore project in Asia (several tens of millions of Euros), resulting in idle time for vessels such as the Fugro Synergy.
- In the early part of the year, the onshore activities were impacted by extreme weather circumstances in a number of regions, like the United States and Northeast Australia.
- The events in Japan following the earthquakes have had limited effect on Fugro's activities.
- On 2 March 2011, Fugro acquired 100% of the shares in TSmarine Group Holdings Pty Ltd. (TSM) and its subsidiaries. TSM, with its headquarter in Perth (Australia) and subsidiaries in Singapore, Labuan (Malaysia) and Aberdeen (United Kingdom), is a specialist provider of subsea installation services, IRM (inspection, repair and maintenance) and lightwell intervention. TSM has 70 permanent and some 100 contract staff. The purchase price was USD 117 million.
- On 4 April 2011 Fugro reached agreement with Reef Subsea AS to acquire Bluestone Offshore Pte Ltd. and its subsidiaries. Bluestone Offshore is headquartered in Singapore and a provider of offshore geotechnical services in Southeast Asia and Australia. The company has approximately 40 employees. The purchase price was USD 12 million.
- On 2 May 2011 Fugro reached agreement with JDR Cable Systems (Netherlands) Ltd. to acquire De Regt Marine Cables B.V. (De Regt). De Regt designs and produces special marine cables for the oil and gas industry, for geophysical clients and for defence. The company has around 110 employees. The purchase price was EUR 35 million.
- On 17 June 2011 Fugro also completed the acquisition of Kelman Technologies' seismic data processing business, headquartered in Calgary with operations in Canada, the United States and Mexico. Kelman's expertise in land data processing complements Fugro's existing seismic data processing capability. The company employs 40 people. The purchase price was CAD 9 million.
- On 7 April 2011 Fugro received confirmation that the convertible loan to EMGS amounting to NOK 150 million was converted into 27,777,778 shares of EMGS, equal to 14.81% of the outstanding shares of EMGS.
- On 16 March 2011 Fugro entered into an agreement with Trimble with respect to the delivery of the OmniSTAR™ land-based Global Navigation Satellite System (GNSS) signal corrections. The Fugro network provides space-based GNSS correction signals that improve the accuracy of a GNSS receiver for precise positioning applications on land and offshore anywhere on the globe. Fugro and Trimble also entered into a multi-year service agreement which includes Fugro's continued operation of its correction network that powers the OmniSTAR service for land-based precise positioning.
- On 11 March 2011 Fugro received the Erasmus Innovation Award 2010-2011 for the most innovative company in the Netherlands.
- A selection of some important and interesting contracts:
- Fugro Brasil, along with consortium partner IPEX, was awarded a deep water drop coring project by the ANP (National Oil & Gas Agency) for the Ceará Basin development plan in the northeast of Brazil, in order to increase knowledge of the equatorial margin basins. The project requires satellite imagery acquisition, processing and interpretation; review of 3D seismic profiles; selection of geochemical sampling stations; recovery of 1,000 drop cores in water depths up to 3,000 metres; laboratory testing and interpretation.
- Fugro GEOS secured two large metocean (meteorological and oceanographic) measurement studies for Statoil in the North Sea. These highlight the importance of accurate metocean data at the design stage of development of offshore fields and for life extension of existing fields. Fugro will undertake a five year metocean measurement programme with associated routine data analyses for Statoil. Fugro will also be
measuring over a period of twelve months, currents at several locations, including along the northern part of the Norwegian Sea Gas Infrastructure pipeline.
- Fugro Robertson signed an exclusive, world-wide development and distribution agreement with Carl Zeiss to develop and distribute RoqSCAN™. RoqSCAN is a real time, fully portable, quantitative and automated rock properties and mineralogical analyser that has been jointly developed by Fugro Robertson and Carl Zeiss for use at conventional and unconventional oil and gas well sites.
- Fugro was awarded another long-term saturation diving contract by Otto Candies for Petrobras in Brazil. Following successful partnership for the first Otto Candies' Diving Support Vessel (DSV), the award refers to the second DSV, named Wyatt Candies. Otto Candies is providing the DSV and the contract will be jointly managed. The tri-partite contract has a value for Fugro of approximately USD 100 million, involving ROV and diving services. The contract has a five year duration with an additional five year option, and operations are expected to commence by early 2012. Furthermore Fugro has signed a contract amendment for the ongoing Toisa Sentinel contract in Brazil, managed in partnership with Sealion Shipping. As a result, Toisa Sentinel was replaced by Toisa Pegasus, and an additional three year contract period has been secured, generating a firm backlog of approximately USD 80 million for Fugro until the end of 2014.
- Interaction, part of the Fugro group, signed an agreement to supply Rock Solid Images with next generation marine electromagnetic processing and quality control software systems.
- Fugro was awarded a hydrographic survey contract by the Finnish and Swedish Hydrographic Offices for a 13,000 km² area including shipping routes between Sweden and Finland, in the Gulf of Bothnia, Baltic Sea.
- Fugro signed a five year framework agreement with SMart Wind & Mainstream Renewable Power to carry out detailed geotechnical studies at three offshore wind projects in Europe. This was the first contract of its size in the offshore windfarm industry set to create significant cost reductions.
- Fugro in conjunction with long-time associates, Constructora Subacuatica Diavaz, S.A. de C.V., has been awarded two large multi-site high resolution geophysical and geotechnical surveys by Mexico's national oil company PEMEX. Overall value of the contracts is estimated to be around USD 44 million.
- Fugro has successfully completed acceptance trials of the new LADS Mk 3 Airborne Lidar Bathymetry system and has been awarded a project by the New South Wales Government (Australia). The survey covers parts of the NSW central and north coasts.
Employees
In the table below you will find the movement of the staff numbers in the first half of 2011.
| Employees | |
|---|---|
| 1 January 2011 Additions from four acquisitions Less divestment Net organic movement |
13,463 360 (70) 2 |
| 30 June 2011 | 13,755 |
| Share data | 30 June 2011 30 June 2010 | |
|---|---|---|
| Issued number of shares | 81,392,981 | 80,269,684 |
| Average number of outstanding shares | 79,451,109 | 77,811,772 |
| Shares purchased for option plan | 1,645,497 | 1,703,046 |
Stock dividend 2010
On May 10th 2011 the Annual General Meeting approved the proposal to maintain the dividend at EUR 1.50 per (certificate of an) ordinary share for 2010, 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 1,123,297 new ordinary shares were issued on 6 June 2011.
Changes in Supervisory Board and Board of Management
The Annual General Meeting decided upon the following (re)appointments:
- reappointment of Mr. J.A. Colligan as member of the Supervisory Board;
- appointment of Mr. W.S. Rainey as member of the Board of Management.
- Mr. F.H. Schreve retired as Supervisory Director and Chairman.
The Supervisory Board appointed Mr. H.C. Scheffer as Chairman of the Supervisory Board.
Furthermore on 10 may 2011 it was announced that effective 2012 Fugro will be managed in accordance with a board of management model. The increased size of the company makes a more collective decision-making process and more delegation of operational tasks desirable for the ongoing development of the company. Fugro will depart from the CEO model, which has been in effect for many years. This change in management model coincides with the departure of Mr. K.S. Wester who will retire in the course of next year.
Effective 1 January 2012 the Board of Management will consist of the following members that are currently already employed by Fugro and whereby the present divisional structure will be maintained:
Mr. A. Steenbakker (54) – Chairman
Mr. P. van Riel (55) – Vice-chairman, also responsible for technology/innovation and Director Geoscience Division Mr. W.S. Rainey (56) – Director Geotechnical Division
Mr. J. Rüegg (66) – Director Survey Division
Mr. A. Jonkman (57) – Financial Director (CFO)
Financing
In the second quarter of 2011 Fugro initiated discussions with respect to new US private placement (USPP) loans. In total Fugro secured loans in US dollars and currencies recalculated in US dollars for a total amount of USD 909 million with 27 US and UK based investors. The original currencies are USD 750 million, EUR 35 million and GBP 67.5 million. The maturities of these US Private Placement loans are 7, 10 and 12 year. The average interest rate is approximately 4.5%.
Fugro also reached agreement for the refinancing of the existing bilateral bank facilities that mature in April 2012. The new committed bilateral bank facilities will have a five year maturity and will expire in 2016. The total amount of committed bilateral facilities is EUR 725 million.
The facilities have an interest rate of EURIBOR plus a margin of 130 BPS.
The documentation for the USPP and the committed bilateral facilities are in the process of finalisation.
With the renewed financing Fugro is well positioned to continue its strategy for further growth.
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 create capacity for further growth and to meet future needs, including deepwater applications, Fugro has placed orders in 2010 for two dedicated survey vessels and two specially designed geotechnical vessels (with an option for two more). This will extend the vessel renewal and expansion programme into 2013. This is shown in the table below and on page 8, including the (estimated) investments for 2009 through 2013.
| (Expected) investments, excluding assets from acquisitions (EUR x million) |
2009 | 2010 | 2011* | 2012* | 2013* |
|---|---|---|---|---|---|
| Maintenance capex Capacity expansion |
70.4 250.0 |
81.2 362.6 |
100.0 200.0 |
110.0 110.0 |
120.0 120.0 |
| Total investments Movement in assets under construction |
320.4 29.3 |
443.8 (44.8) |
300.0 (50.0) |
220.0 (50.0) |
240.0 - |
| Net cash | 349.7 | 399.0 | 250.0 | 170.0 | 240.0 |
| * Estimate |
Divisional developments
Geotechnical
The Geotechnical division's revenue of EUR 289 million was 8% lower than the EUR 313 million achieved in the first half of 2010. The result from operating activities (EBIT) as a percentage of revenue was 12% (first half year of 2010: 15%). The lower result is due to issues in the offshore activities as mentioned below.
Onshore geotechnics showed a positive development in the face of the poor economic situation in many European countries and the United States, and the effects of the political uncertainty in the Middle East, which are impacting infrastructure and building-related activities in those areas. There is a strong performance in the Far East and Brazil as well as in the near shore geotechnical and construction support activities, complemented by a positive effect of a bundling of resources that was implemented in the economically weaker regions.
The offshore geotechnical business line suffered from lower vessel utilisation due to a higher than normal number of planned maintenance dry dockings and the unexpected cancellation of a large offshore project in Asia which resulted in significant idle time for the Fugro Synergy. Otherwise, utilisation and performance was satisfactory, but it was not possible in the remainder of the first half to make up for the shortfalls. In the offshore market, demand in the oil and gas and offshore windfarm markets is good, which is providing a solid backlog for the remainder of the year. The deep water services segment is gaining more momentum, which plays to Fugro's capabilities in this area. The shallow water windfarm market is more easily accessible to competitors and increasing competition is resulting in some price pressure in this segment.
(EUR x million)
| Geotechnical | |||
|---|---|---|---|
| 30 June 2011 |
30 June 2010 |
30 June 2009 |
|
| Revenue | 289 | 313 | 257 |
| Result from operating activities (EBIT) | 34 | 46 | 43 |
| As a % of revenue | 12% | 15% | 17% |
Survey
The Survey division revenue increased by 21% to EUR 562 million (first half of the year 2010: EUR 466 million). The result from operating activities (EBIT) as a percentage of revenue was 20% (first half 2010: 22%).
Following a slow start into the year the traditional offshore survey business has since caught up for the ground lost thanks to a balanced portfolio of activities around the globe. While benefiting from new legislation issued by the United States regulator (BOEMRE) for more detailed survey work in the Gulf of Mexico, Fugro is still experiencing a slow return of activities in that area. The European operations benefited from a strong renewables market (offshore wind farms) and together with oil and gas activities had good order books during the reporting period, a situation which is expected to continue.
Growth of the subsea services has continued in Brazil but moderated a little due to late delivery of committed resources (third party vessels) required for the execution of awarded contracts. The African operations provided a solid base and we see increased activity levels offshore Africa. Middle East activities were somewhat affected by the turmoil early in the year for a short period but subsequent returned to normal. Asia Pacific activities have been somewhat subdued, but are looking at a more buoyant second half of 2011. The presence in this region was strengthened through the acquisition of TSmarine.
With the exception of Germany, the European geospatial market remains weak while in the United States this business line is impacted by government budget delays and cutbacks. The US geospatial business related to onshore oil and gas developments remained strong due to the buoyant onshore shale gas development.
Trading conditions for survey activities overall continue to be competitive, particularly in the offshore construction support market where an oversupply of new vessels is affecting rates.
In March Fugro took delivery of a dedicated survey vessel for the European markets (Fugro Galaxy) and in May of an additional vessel (Fugro Symphony) to supplement the ROV support vessel fleet.
(EUR x million)
| Survey | ||||
|---|---|---|---|---|
| 30 June 2011 |
30 June 2010 |
30 June 2009 |
||
| Revenue Result from operating activities (EBIT) |
562 113 |
466 101 |
491 124 |
|
| As a % of revenue | 20% | 22% | 25% |
Geoscience
The Geoscience division's revenue was EUR 324 million – an increase of 23% compared with the first half of 2010 (EUR 263 million). The result from operating activities (EBIT) as a percentage of revenue was 16% (first half of 2010: 17%).
The exploration sector, in which the Geoscience division largely operates, continues to invest in the discovery of oil, gas and mineral reserves at levels exceeding 2010 actual spend. Results across the division are mixed. Multi client seismic and activities in the geological and geophysical services markets showed good performance. Rates for contract marine seismic acquisition remained under pressure during the first half of 2011, mainly as a result of overcapacity of vessels in this segment and lack of activity in the Gulf of Mexico. Operational performance coupled with good geographic distribution of the vessels, allowed Fugro to successfully compete in a challenging market. Fugro is experiencing benefits from the new C-class vessels towing ultra large spreads and our current strong presence in Africa. The seismic industry is still waiting for the Gulf of Mexico to open up to resume normal activity following the Macondo incident.
Multi-client seismic sales improved in the second quarter and are higher at mid-year compared to mid 2010. The majority of the multi-client activity is focused on the 3D segment. The prefunding level remains good, particularly on projects in Norway and Australia. The book value of the multi-client library on 30 June 2011 is EUR 249 million.
The data management and storage activities continue to operate in a stable market. The interest for multi-client and proprietary geological studies remains high for new frontier oil and gas exploration areas as well as for nonconventional (shale oil and gas) opportunities. Fugro successfully launched its RoqSCAN™ real time well site mineralogy analyser, a tool to assist operators in better positioning of lateral wells and drilling management in shale reservoirs. Sales for specialised geophysical and geological software products continue to grow as new features are added. A number of clients operating in the US shale gas market have also shown interest in the Fugro Jason suite of tools in their efforts to improve on the characterisation of these reservoirs.
The market for non-seismic services showed some improvement compared to the same period in 2010. Overall levels of activity did not increase, but the service mix has been more favourable in the first half of 2011. Mining exploration companies are still careful about where and how they invest exploration funds.
| (EUR x million) | |||
|---|---|---|---|
| Geoscience | |||
| 30 June 2011 |
30 June 2010 |
30 June 2009 |
|
| Revenue Result from operating activities (EBIT) |
324 51 |
263 44 |
287 62 |
| As a % of revenue | 16% | 17% | 22% |
Market developments
During the first half of 2011 the oil price stayed well above USD 95 per barrel (Brent). In April the price rose to over USD 125 per barrel as a reaction to political unrest in oil producing countries in the North African and Middle East regions. The price of oil has recently declined due to more uncertainty about worldwide economic developments.
Recent external surveys indicate that during 2011 the annual E&P expenditure will increase by some 16% to record levels of over USD 500 billion and further increases are foreseen for the following years. The expected growth in this expenditure is worldwide with the exception of Africa, where a reduction is foreseen. The expected higher expenditure by the oil and gas industry bodes well for the future for service companies like Fugro. However, marine seismic, a segment that rapidly reacts to fluctuations in the global expenditure, is in the short term still facing some overcapacity on the supply side, which will keep the rates under pressure for a while. Resumption of activities in the Gulf of Mexico will have a positive impact, but until now progress has been slow.
The demand for offshore wind farm related work continues in Northwest Europe. Notwithstanding the fact that there is increased competition for this shallow water type of work, such projects create good opportunities for optimising fleet utilisation as project execution periods are flexible.
Infrastructure and building related activities are under pressure in some regions like in Europe and parts of the United States due to reduced government funding.
The backlog for the remaining part of the year is higher than mid-year 2010 and amounts to EUR 1,084 million (end June 2010: EUR 1,038 million). The value of the backlog is calculated at the rates of exchange as at 30 June. Based on the exchange rates of mid last year the backlog would have been EUR 105 million higher and would amount to EUR 1,189 million. Organic growth in the backlog, taking out the effects of additions through acquisitions and exchange rate effects, is around 7% compared to a year ago.
Fleet renewal/expansion
As part of the refitting and renewal of the vessel fleet, the following vessels will be added to the fleet:
| Name of the vessel | Type of vessel | Expected start of operation |
Owned/chartered |
|---|---|---|---|
| Fugro Equator | Survey | Q1-2012 | Owned |
| Fugro Brasilis | Survey | Q2-2012 | Owned |
| Fugro Voyager | Geotechnical | Q3-2012 | Owned |
| Fugro Australis | Survey | Q4-2012 | Owned |
| Fugro Scout | Geotechnical | Q1-2013 | Owned |
Main risks and uncertainties
The Annual Report 2010 provides a description of Fugro's risk management and a summary of the main risks. The main risks concern:
- Economic stagnation, which may lead to project deferrals and/or cancellations
- Collapse of the demand for oil, gas and/or minerals
- Political instability in countries and/or regions important to Fugro
- Payment risk of clients with low financial strength
- Pressure on prices by clients as a result of lower demand and/or overcapacity in certain market segments
- Significant foreign currency fluctuations (amongst others of the US dollar, Norwegian kroner and British pound)
- Strong decrease of the oil price compared to the present level of around USD 100 per barrel (Brent), leading to lower investments by the oil and gas industry
- A disaster such as the oil spill in the Gulf of Mexico that could have the effect that planned and ongoing activities are (partly) cancelled or reduced
These risks are also applicable for the second half of 2011. In addition Fugro has identified risks related to continuing financial problems of a number of European countries leading to instability of the financial markets.
Subsequent events
- In July 2011 EMGS elected to repay a USD 20 million loan that was provided to them by Fugro in 2010.
- In July 2011 Fugro finalised the acquisition of Sial Geoscience Consulting and Engineering Şti. in Turkey. Sial is a leading Turkish geotechnical consultant providing expertise to large infrastructure construction companies and government. The company is based in Ankara and has 20 employees. The purchase price was EUR 4 million.
- In July 2011 Fugro reached agreement for the acquisition of AOA Geophysics Inc. in Houston. The company provides geoscience consultancy to the offshore oil and gas industry and employs 14 people. The purchase price was USD 1 million.
Outlook
Fugro's activities are largely related to the oil and gas industry. The ongoing depletion of existing fields in production, in combination with further growth in the global demand for energy, leads to continuation of the search for new resources and the development of new production capacity. This is reflected in growing global E&P spending, which is expected to increase further in the coming years.
As in previous years, Fugro continues to enhance its capabilities as a service provider to the oil and gas industry by investing in state-of-the-art technology and equipment. The development of technology and building up experienced human resources are continuous processes, which do not at all times coincide with fluctuating market demands.
In the present market situation there are some sectors in which Fugro is active, like marine seismic and offshore construction support, which experience some imbalance between demand and available capacity. With the prospect of the industry as outlined above, it is our belief that balances will be restored at some stage in the foreseeable future, but the exact timing is difficult to assess and depends on for example, the speed at which activities in the Gulf of Mexico will be resumed in full.
Other segments in which Fugro operates are more related to general economic developments. This applies to our mining related services, which are depending on global demand for minerals. Infrastructure work is more sensitive to regional developments and dependent on (semi-)government spending. After some positive signs in the wake of economic recovery after the global financial crisis, recent events have led to more uncertainty in these sectors in regions like Europe and the United States.
The foregoing makes the outlook for the remainder of the year complex, also in the light of increasing uncertainty in the recent weeks with regard to financial stability in several countries, which may lead to deferral of projects. However, Fugro expects further growth in revenue based on the solid backlog and is well positioned to rapidly benefit from an acceleration in the demand for its services. Notwithstanding that, further cost reduction programmes are ongoing in a number of operations with a weaker outlook, such as for government related work in the United States and Northwest Europe.
Barring unforeseen circumstances, and assuming reasonably stable exchange rates, Fugro expects that the revenue for the whole of 2011 will be approximately EUR 2,500 million (2010: EUR 2,280.4 million) with a net result of around EUR 260 million (2010: EUR 272.2 million). The result for the full year 2010 was positively impacted by the change in fair value of the EMGS convertible loan (EUR 16 million after tax). For the outlook of 2011 no change in fair value for Fugro's participation in EMGS over the year 2011 has been included. The above mentioned outlook will result in a net profit margin of 10.4% for the whole of 2011 (2010:11.9%).
Board of Management declaration pursuant to section 5:25d, paragraph 2 sub c of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht)
The Board of Management hereby declares that, to the best of their knowledge:
- a) the consolidated interim financial statements in this half-yearly report 2011 have been prepared in accordance with IAS 34 (Interim Financial Reporting) and give a true and fair view of the assets, liabilities, financial position and the result of Fugro N.V. and its consolidated companies included in the consolidation as a whole; and
- b) the interim management report in this half-yearly report 2011 gives a fair review of the information required pursuant to section 5:25d, subsections 8 and 9 of the Dutch Financial Markets Supervision Act.
Explanation half-yearly results 2011
At 09.30 hours, Fugro will host a press conference (in Dutch) to explain the half-yearly results of 2011. The press conference can be followed live via an audio webcast on www.fugro.com.
At 12.00 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 2011 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
| 17 November 2011 | Trading update business developments third quarter 2011 (after trading hours) |
|---|---|
| 9 March 2012 | Publication of the 2011 annual figures (before trading hours) |
| 18 May 2012 | Trading update business developments first quarter 2012 (after trading hours) |
| 22 May 2012 | 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) |
2011 | 2010 | 2009 | 2008 | 2007 |
|---|---|---|---|---|---|
| Geotechnical | |||||
| Onshore Geotechnical | 155 | 151 | 130 | 133 | 105 |
| Offshore Geotechnical | 168 | 154 | 102 | 110 | 85 |
| Total Geotechnical | 323 | 305 | 232 | 243 | 190 |
| Survey | |||||
| Offshore Survey | 261 | 264 | 246 | 248 | 238 |
| Subsea Services | 192 | 139 | 130 | 129 | 96 |
| Geospatial Services | 49 | 65 | 57 | 49 | 42 |
| Total Survey | 502 | 468 | 433 | 426 | 376 |
| Geoscience | |||||
| Seismic Services | 179 | 183 | 195 | 214 | 186 |
| Information Services | 33 | 36 | 41 | 39 | 42 |
| General Geophysical Services | 47 | 46 | 30 | 47 | 50 |
| Total Geoscience | 259 | 265 | 266 | 300 | 278 |
| Total | 1,084 | 1,038 | 931 | 969 | 844 |
| Applicable USD-rate | EUR 0.69 | EUR 0.81 | EUR 0.71 | EUR 0.63 | EUR 0.74 |
Recalculated at the exchange rate of 30 June 2010, the backlog at 30 June 2011 would have been EUR 105 million higher and would have amounted to EUR 1,189 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 73%).
Projects that are highly likely to be awarded represent 27%.
(EUR x million)
| Acquisitions in 2011 | Price | Good will |
Country | Division | Annual revenue |
Number of employees |
Consolidation per |
|---|---|---|---|---|---|---|---|
| Up to 30 June | |||||||
| TSmarine Group Holdings | |||||||
| Pty Ltd. | 78.2 | 65.7 | Australia | Survey | 90.0 | 170 | March |
| Bluestone Offshore Pte Ltd. | 8.2 | 15.0 | Singapore | Geotechnical | 14.0 | 40 | April |
| De Regt Marine Cables B.V. Kelman Technologies (Seismic Processing business and |
35.1 | 36.5 | Netherlands | Geoscience | 25.0 | 110 | April |
| assets) | 6.8 | 4.4 | Canada | Geoscience | 8.4 | 40 | June |
| Adjustment prior years | 0.3 | ||||||
| Total | 128.3 | 121.9 | 137.4 | 360 | |||
| Per 1 July Sial Geosciences Consulting |
|||||||
| and Engineering Şti. | 4.2 | P.M. | Turkey | Geotechnical | 1.5 | 20 | July |
| AOA Geophysics Inc. | 0.6 | P.M. | USA | Geotechnical | 1.8 | 14 | July |
Consolidated statement of financial position
| (EUR x million) | 30 June* | 31 December | |||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2010 | 2009 | 2008 | ||
| Assets | |||||||
| Property, plant and equipment | 1,306.1 | 1,214.2 | 936.7 | 1,291.3 | 1,043.2 | 859.1 | |
| Intangible assets | 689.4 | 546.2 | 488.9 | 576.4 | 492.7 | 452.1 | |
| Investments in equity-accounted investees | 9.5 | 1.5 | 2.1 | 7.9 | 1.4 | 1.3 | |
| Other investments | 62.6 | 24.9 | 21.4 | 62.5 | 23.5 | 3.0 | |
| Deferred tax assets | 31.0 | 29.7 | 30.9 | 18.9 | 25.7 | 26.3 | |
| Total non-current assets | 2,098.6 | 1,816.5 | 1,480.0 | 1,957.0 | 1,586.5 | 1,341.8 | |
| Inventories | 276.0 | 141.0 | 65.6 | 219.0 | 80.6 | 39.7 | |
| Trade and other receivables | 821.0 | 735.5 | 644.1 | 803.2 | 572.0 | 619.3 | |
| Current tax assets | 34.2 | 19.5 | 7.2 | 29.4 | 19.4 | 9.2 | |
| Cash and cash equivalents | 101.7 | 84.3 | 103.0 | 81.4 | 107.8 | 113.3 | |
| Total current assets | 1,232.9 | 980.3 | 819.9 | 1,133.0 | 779.8 | 781.5 |
Total assets 3,331.5 2,796.8 2,299.9 3,090.0 2,366.3 2,123.3
Consolidated statement of financial position (continued)
| (EUR x million) | 30 June* | 31 December | |||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2010 | 2009 | 2008 | ||
| Equity Share capital Share premium Reserves Unappropriated result |
4.1 431.3 899.5 100.4 |
4.0 431.4 816.8 101.0 |
3.9 431.4 464.0 112.4 |
4.0 431.4 800.7 272.2 |
3.9 431.4 489.0 263.4 |
3.8 431.4 209.7 283.4 |
|
| Total equity attributable to owners of the Company | 1,435.3 | 1,353.2 | 1,011.7 | 1,508.3 | 1,187.7 | 928.3 | |
| Non-controlling interests | 13.5 | 13.5 | 8.5 | 14.9 | 11.8 | 7.5 | |
| Total equity | 1,448.8 | 1,366.7 | 1,020.2 | 1,523.2 | 1,199.5 | 935.8 | |
| Liabilities Loans and borrowings Employee benefits Provisions Deferred tax liabilities |
569.8 71.6 3.5 7.6 |
513.8 93.3 6.2 16.0 |
461.7 67.9 15.4 1.0 |
590.9 76.1 5.2 14.8 |
441.3 72.6 6.2 7.1 |
395.4 52.5 13.1 1.0 |
|
| Total non-current liabilities | 652.5 | 629.3 | 546.0 | 687.0 | 527.2 | 462.0 | |
| Bank overdraft Loans and borrowings Trade and other payables Other taxes and social security charges Current tax liabilities |
482.2 227.2 447.0 36.7 37.1 |
298.7 23.7 427.7 37.6 13.1 |
171.8 24.3 426.4 37.8 73.4 |
300.3 23.7 474.2 45.2 36.4 |
167.6 25.8 350.0 40.6 55.6 |
194.6 26.5 395.5 31.5 77.4 |
|
| Total current liabilities | 1,230.2 | 800.8 | 733.7 | 879.8 | 639.6 | 725.5 | |
| Total liabilities | 1,882.7 | 1,430.1 | 1,279.7 | 1,566.8 | 1,166.8 | 1,187.5 | |
| Total equity and liabilities | 3,331.5 | 2,796.8 | 2,299.9 | 3,090.0 | 2,366.3 | 2,123.3 |
Consolidated statement of comprehensive income
| Six months ending Twelve months ending 31 December |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2010 | 2009 | 2008 | |||
| 1,175.3 (444.8) |
1,042.4 (336.1) |
1,035.3 (323.3) |
2,280.4 (765.6) |
2,053.0 (624.4) |
2,154.5 (722.3) |
|||
| 730.5 6.9 |
706.3 13.4 |
712.0 8.9 |
1,514.8 21.9 |
1,428.6 24.4 |
1,432.2 17.8 |
|||
| (371.7) (106.1) (4.6) (113.8) |
(353.5) (96.1) (4.0) (127.1) |
(315.2) (84.3) (4.6) (140.2) |
(723.1) (201.5) (8.1) (252.5) |
(652.8) (173.6) (10.1) (249.1) |
(619.1) (140.4) (9.0) (295.7) |
|||
| 141.2 3.2 (26.4) |
139.0 7.2 (8.1) |
176.6 1.8 (21.4) |
351.5 28.3 (22.1) |
367.4 7.2 (27.5) |
385.8 30.6 (32.0) |
|||
| (23.2) | (0.9) | (19.6) | 6.2 | (20.3) | (1.4) | |||
| 0.7 | 0.6 | 0.6 | 1.0 | 0.4 | (0.1) | |||
| 118.7 (15.0) |
138.7 (33.9) |
157.6 (41.4) |
358.7 (78.5) |
347.5 (74.4) |
384.3 (94.8) |
|||
| 103.7 | 104.8 | 116.2 | 280.2 | 273.1 | 289.5 | |||
| 100.4 3.3 |
101.0 3.8 |
112.4 3.8 |
272.2 8.0 |
263.4 9.7 |
283.4 6.1 |
|||
| 103.7 | 104.8 | 116.2 | 280.2 | 273.1 | 289.5 | |||
| 1.26 | 1.30 | 1.49 | 3.47 | 3.46 | 3.88 | |||
| 1.24 | 1.27 | 1.48 | 3.42 | 3.42 | 3.73 | |||
| 30 June* |
Consolidated statement of comprehensive income (continued)
| Six months ending Twelve months ending | ||||||||
|---|---|---|---|---|---|---|---|---|
| (EUR x million) | 30 June* | 31 December | ||||||
| 2011 | 2010 | 2009 | 2010 | 2009 | 2008 | |||
| Profit for the period | 103.7 | 104.8 | 116.2 | 280.2 | 273.1 | 289.5 | ||
| Other comprehensive income Foreign currency translation differences of foreign operations Foreign currency translation differences of equity-accounted |
(78.6) | 171.1 | 40.9 | 108.6 | 47.5 | (52.8) | ||
| investees Net change in fair value of hedge of net investment in foreign |
– | – | – | 0.1 | – | – | ||
| operations Defined benefit plan actuarial gains (losses) Net change in fair value of cash flow hedges transferred to profit or |
12.6 (0.9) |
(11.6) (11.9) |
– (10.3) |
0.9 0.7 |
1.8 (10.4) |
(2.7) (23.2) |
||
| loss Net change in fair value of available-for-sale financial assets |
0.7 (1.2) |
0.7 (1.2) |
0.5 – |
1.0 (0.4) |
1.0 1.8 |
1.0 (2.5) |
||
| Total other comprehensive income (net of tax) | (67.4) | 147.1 | 31.1 | 110.9 | 41.7 | (80.2) | ||
| Total comprehensive income for the period | 36.3 | 251.9 | 147.3 | 391.1 | 314.8 | 209.3 | ||
| Attributable to: Owners of the Company Non-controlling interests |
34.5 1.8 |
245.9 6.0 |
143.6 3.7 |
382.3 8.8 |
305.3 9.5 |
203.2 6.1 |
||
| Total comprehensive income for the period | 36.3 | 251.9 | 147.3 | 391.1 | 314.8 | 209.3 | ||
Consolidated statement of changes in equity
(EUR x million) For the six months ended 30 June 2011*
| 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 2011 Total comprehensive income for the period: |
4.0 | 431.4 | (7.1) | (3.5) | 934.3 | (123.0) | 272.2 | 1,508.3 | 14.9 | 1,523.2 |
| Profit (or loss) | 100.4 | 100.4 | 3.3 | 103.7 | ||||||
| Other comprehensive income Foreign currency translation differences of foreign operations |
(77.1) | (77.1) | (1.5) | (78.6) | ||||||
| Net change in fair value of hedge of | ||||||||||
| net investment in foreign operations Defined benefit plan actuarial gains |
12.6 | 12.6 | 12.6 | |||||||
| and (losses) | (0.9) | (0.9) | (0.9) | |||||||
| Net change in fair value of cash flow hedges transferred to profit or loss |
0.7 | 0.7 | 0.7 | |||||||
| Net change in fair value of available for-sale financial assets |
(1.2) | (1.2) | (1.2) | |||||||
| Total other comprehensive income (net of tax) |
- | - | (64.5) | 0.7 | (2.1) | – | – | (65.9) | (1.5) | (67.4) |
| Total comprehensive income for the period |
- | - | (64.5) | 0.7 | (2.1) | – | 100.4 | 34.5 | 1.8 | 36.3 |
| Transactions with owners, recognised directly in equity Contributions by and distribution to |
||||||||||
| owners Share-based payments |
6.5 | 6.5 | 6.5 | |||||||
| Share options exercised | 13.2 | 13.2 | 13.2 | |||||||
| Addition to reserves Own shares acquired and stock |
213.4 | (213.4) | – | – | ||||||
| dividend Dividends to shareholders |
0.1 | (0.1) | (68.4) | (58.8) | (68.4) (58.8) |
(3.2) | (68.4) (62.0) |
|||
| Total contributions by and distribution to owners |
0.1 | (0.1) | – | – | 219.9 | (55.2) | (272.2) | (107.5) | (3.2) | (110.7) |
| Balance at 30 June 2011 | 4.1 | 431.3 | (71.6) | (2.8) | 1,152.1 | (178.2) | 100.4 | 1,435.3 | 13.5 | 1,448.8 |
Consolidated statement of changes in equity (continued)
(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 Interest |
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 |
168.9 | 168.9 | 2.2 | 171.1 | ||||||
| Net change in fair value of hedge of net investment in foreign operations Defined benefit plan actuarial gains |
(11.6) | (11.6) | (11.6) | |||||||
| 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 | |||||||
| Net change in fair value of available for-sale financial assets |
(1.2) | (1.2) | (1.2) | |||||||
| Total other comprehensive income (net of 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 |
||||||||||
| owners Share-based payments |
5.5 | 5.5 | 5.5 | |||||||
| Share options exercised Addition to reserves Own shares acquired and stock |
207.3 | 6.0 | (207.3) | 6.0 – |
6.0 – |
|||||
| 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 cash flows
| (EUR x million) | Six months ending | 30 June* | Twelve months ending 31 December |
||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2010 | 2009 | 2008 | ||
| Cash flows from operating activities | |||||||
| Profit for the period | 103.7 | 104.8 | 116.2 | 280.2 | 273.1 | 289.5 | |
| Adjustments for: | |||||||
| Depreciation | 106.1 | 96.1 | 84.3 | 201.5 | 173.6 | 140.4 | |
| Amortisation of intangible assets | 4.6 | 4.0 | 4.6 | 8.1 | 10.1 | 9.0 | |
| Amortisation of transaction costs related to loans and borrowings | 0.1 | 0.1 | – | 0.8 | 0.3 | 0.1 | |
| Net finance costs (excluding net foreign exchange variance and net change | |||||||
| in fair value of financial assets at fair value through profit or loss) | 11.0 | 5.5 | 8.0 | 11.1 | 5.4 | 27.1 | |
| Share of profit of equity-accounted investees | (0.7) | (0.6) | (0.6) | (1.0) | (0.4) | 0.1 | |
| Net change in fair value of financial assets at fair value through profit or | |||||||
| loss | (0.6) | – | – | (22.3) | 1.6 | – | |
| Loss on sale operations | 1.2 | – | – | – | – | – | |
| Gain on sale of property, plant and equipment | (3.4) | (1.4) | (0.4) | (3.1) | (3.0) | (2.0) | |
| Equity settled share-based payment transactions | 6.5 | 5.5 | 4.0 | 12.6 | 9.1 | 6.6 | |
| Income tax expense | 15.0 | 33.9 | 41.4 | 78.5 | 74.4 | 94.8 | |
| Operating cash flows before changes in working capital and | |||||||
| provisions | 243.5 | 247.9 | 257.5 | 566.4 | 544.2 | 565.6 | |
| Change in inventories | (58.5) | (49.9) | (22.6) | (124.5) | (38.0) | 3.0 | |
| Change in trade and other receivables | (16.0) | (103.4) | 3.2 | (177.9) | 26.9 | (93.6) | |
| Change in trade and other payables | (72.1) | 35.4 | 22.6 | 77.3 | (7.2) | 73.1 | |
| Change in provisions and employee benefits | (4.6) | (1.0) | (0.7) | 1.1 | 3.9 | 1.0 | |
| 92.3 | 129.0 | 260.0 | 342.4 | 529.8 | 549.1 | ||
| Interest paid | (11.5) | (8.8) | (9.0) | (17.3) | (13.9) | (31.2) | |
| Income tax paid | (36.1) | (64.0) | (45.1) | (98.0) | (92.3) | (88.6) | |
| Net cash from operating activities | 44.7 | 56.2 | 205.9 | 227.1 | 423.6 | 429.3 | |
| Cash flows from investing activities | |||||||
| Proceeds from sale of property, plant and equipment | 7.1 | 13.7 | 2.1 | 25.9 | 15.0 | 6.0 | |
| Proceeds from sale of other investments | 0.3 | – | – | 0.4 | 0.1 | 0.6 | |
| Interest received | 3.2 | 2.4 | 1.8 | 4.9 | 4.9 | 4.6 | |
| Dividends received | 0.1 | 0.2 | – | 1.0 | 2.3 | 0.2 | |
| Disposal of subsidiaries, net of cash disposed of | (1.2) | – | – | – | – | – | |
| Acquisition of subsidiaries, net of cash acquired | (118.2) | (2.0) | (20.1) | (53.6) | (31.9) | (85.5) | |
| Acquisition of non-controlling interests | – | – | – | (7.8) | – | – | |
| Acquisition of property, plant and equipment | (218.2) | (166.3) | (72.8) | (443.8) | (320.4) | (323.0) | |
| Change in assets under construction | 81.1 | (18.8) | (79.2) | 44.8 | (29.3) | (56.9) | |
| Acquisition of intangible assets | (2.6) | (10.1) | (0.4) | (13.7) | (0.7) | (0.9) | |
| Internal developed intangible assets | (4.8) | (2.6) | (3.3) | (8.5) | (5.9) | (7.1) | |
| Investment in equity-accounted investees | (3.7) | (0.5) | (0.6) | (0.1) | – | (0.2) | |
| Acquisition of other investments | – | – | (19.2) | (14.1) | (20.5) | (0.1) | |
| Net cash from investing activities | (256.9) | (184.0) | (191.7) | (464.6) | (386.4) | (462.3) |
Consolidated statement of cash flows (continued)
| (EUR x million) | Six months ending 30 June* |
Twelve months ending 31 December |
|||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2010 | 2009 | 2008 | ||
| Cash flows from financing activities | |||||||
| Proceeds from the issue of long-term loans | 207.0 | 72.1 | 75.8 | 172.0 | 75.1 | 100.0 | |
| Repurchase of own shares | (68.3) | (35.8) | (12.4) | (35.8) | (12.3) | (75.7) | |
| Paid consideration for the exercise of share options | (6.7) | (8.0) | (2.0) | (22.3) | (11.4) | (7.3) | |
| Proceeds from the sale of own shares | 19.9 | 14.0 | 3.7 | 47.6 | 21.8 | 15.8 | |
| Repayment of borrowings | (33.6) | (19.4) | (12.4) | (27.1) | (27.1) | (34.6) | |
| Payment of transaction costs related to loans and borrowings | – | – | – | (0.3) | (1.4) | – | |
| Dividends paid | (62.0) | (60.4) | (56.3) | (61.7) | (58.4) | (39.6) | |
| Net cash from financing activities | 56.3 | (37.5) | (3.6) | 72.4 | (13.7) | (41.4) | |
| Net increase/(decrease) in cash and cash equivalents | (155.9) | (164.1) | 11.8 | (165.1) | 23.5 | (74.4) | |
| Cash and cash equivalents at 1 January | (218.9) | (59.8) | (81.3) | (59.8) | (81.3) | (6.4) | |
| Effect of exchange rate fluctuations on cash held | (5.7) | 9.5 | 0.7 | 6.0 | (2.0) | (0.5) | |
| Cash and cash equivalents at 30 June/31 December | (380.5) | (214.4) | (68.8) | (218.9) | (59.8) | (81.3) | |
| Presentation in the statement of financial position | |||||||
| Cash and cash equivalents | 101.7 | 84.3 | 103.0 | 81.4 | 107.8 | 113.3 | |
| Bank overdraft | (482.2) | (298.7) | (171.8) | (300.3) | (167.6) | (194.6) | |
| (380.5) | (214.4) | (68.8) | (218.9) | (59.8) | (81.3) | ||
Notes to the consolidated interim financial statements
General
Fugro N.V., herein after to be referred to as 'Fugro' or the 'Company', has its corporate seat in Leidschendam, the Netherlands. The consolidated interim financial statements of the Company as at and for the six months ended 30 June 2011 include Fugro and its subsidiaries (together referred to as the 'Group') and the Group's interests inequity 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 11 August 2011. The consolidated interim financial statements have not been audited.
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 2010. The Annual Report 2010 (including the consolidated financial statements as at and for the year ended 31 December 2010) of the Company is available upon request at the Company's office, Veurse Achterweg 10, Leidschendam and also available at www.fugro.com.
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 2010, except for the adoption of the following new standards, amendments to standards and interpretations, which have been adopted as relevant for Fugro for the first time. These standards and interpretations have no material effect on the Company's consolidated interim financial statements:
- 'Improvements to IFRSs 2010'
- IAS 24 'Related Party Disclosures'
- IAS 32 'Financial Instruments'
- IAS 34 'Interim Financial Reporting'
- IFRIC 14 'The Limit on a Defined Benefit Assets, Minimum Funding Requirements and their Interaction'
- IFRIC 19 'Extinguishing Financial Liabilities with Equity Instruments'.
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 2010.
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 2010.
Operating segments
The Group has three reportable segments, as disclosed in the consolidated financial statements as at and for the year ended 31 December 2010.
Operating segments
Information about reportable segments for the six months ended 30 June per division
| (EUR x million) | Geotechnical | Survey | Geoscience | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |
| Revenue | 314.0 | 335.7 | 275.0 | 584.4 | 494.8 | 511.2 | 352.1 | 270.9 | 303.6 1,250.5 1,101.4 1,089.8 | |||
| Of which inter-segment revenue |
24.7 | 22.0 | 18.1 | 22.7 | 29.3 | 20.2 | 27.8 | 7.7 | 16.2 | 75.2 | 59.0 | 54.5 |
| Reportable segment profit (or loss) before income tax |
28.4 | 40.9 | 43.1 | 108.3 | 103.0 | 127.9 | 37.0 | 51.8 | 61.8 | 173.7 | 195.7 | 232.8 |
| Reportable segment assets |
633.7 | 581.7 | 468.2 1,216.1 | 968.4 | 816.6 1,314.7 1,143.9 | 887.2 3,164.5 2,694.0 2,172.0 |
Reconciliation of reportable segment profit or loss
| (EUR x million) | 2011 | 2010 | 2009 | |
|---|---|---|---|---|
| Total profit (or loss) for reportable segments before income tax Unallocated amounts: |
173.7 | 195.7 | 232.8 | |
| – Other corporate expenses |
(57.3) | (56.7) | (56.2) | |
| – Net finance costs |
2.3 | (0.9) | (19.6) | |
| – Share of profit of equity-accounted investees |
– | 0.6 | 0.6 | |
| Consolidated profit before income tax | 118.7 | 138.7 | 157.6 | |
Lower utilisation of geotechnical vessels was partly compensated by income resulting from the remodelling of the sales agreement of land-based signals with Trimble.
Unallocated assets are assets that are used by more than one reporting segment, and principally comprise in 2011, 2010 and 2009 property, plant and equipment, equity-accounted investees 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.
Other corporate expenses 2011, 2010 and 2009 include general (corporate) expenses, depreciation on corporate assets and on certain items of property, plant and equipment that are used by operating segments but are managed as a central pool.
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 and divestments of subsidiaries
- Early March, Fugro has acquired 100% of the shares in TSmarine Group Holdings Pty Ltd. (TSM) and its subsidiaries. Revenue in 2010 was about EUR 90.0 million and the company employs 170 staff. The goodwill amounts to EUR 65.7 million. The purchase price allocation will be completed during the second half year of 2011.
- In April, Fugro has acquired 100% of the shares in Bluestone Offshore Pte Ltd. Revenue in 2010 was about EUR 14.0 million and the company employs 40 staff. The goodwill amounts to EUR 15.0 million. The purchase price allocation will be completed during the second half year of 2011.
- Also in April, Fugro has acquired 100% of the shares in De Regt Marine Cables B.V. Revenue in 2010 was about EUR 25.0 million and the company employs 110 staff. The goodwill amounts to EUR 36.5 million. The purchase price allocation will be completed during the second half year of 2011.
- In June, Fugro has acquired the seismic processing business from Kelman Technologies in Canada. Revenue in 2010 was about EUR 8.4 million and Fugro has taken over 40 employees. The goodwill amounts to EUR 4.4 million. The purchase price allocation will be completed during the second half year of 2011.
- In March, Fugro divested its business in the South of France. This transaction involved taking over staff (70 employees), equipment and the entire order book of the branches in Aix (Luynes), Montpellier (Jacou), Toulouse (Balma) and Bordeaux.
Effect of acquisitions and divestments until 30 June 2011
The TSM acquisition had the following effect on the Group's assets and liabilities:
| (EUR x million) | Acquisitions during the first six months of |
|---|---|
| 2011 | |
| Property, plant and equipment | 16.4 |
| Deferred tax assets | 6.0 |
| Inventories | 1.0 |
| Trade and other receivables | 28.5 |
| Current tax assets | 1.9 |
| Cash and cash equivalents | (0.7) |
| Deferred tax liabilities | (1.4) |
| Trade and other payables | (39.2) |
| Total net identifiable assets and liabilities | 12.5 |
| Goodwill on acquisition | 65.7 |
| Considerations payable | (6.9) |
| Consideration paid, in cash | 71.3 |
| Cash acquired | 0.7 |
| Net cash outflow | 72.0 |
The other acquisitions had the following effect on the Group's assets and liabilities:
| (EUR x million) | Acquisitions during the first six months of |
|
|---|---|---|
| 2011 2010 |
2009 |
| Cash (acquired)/disposed of | (2.8) | – | (3.1) |
|---|---|---|---|
| Consideration paid in cash | 49.0 | 2.0 | 23.2 |
| Considerations payable | (1.2) | – | – |
| Goodwill on acquisition | 56.2 | 2.0 | 14.5 |
| Total net identifiable assets and liabilities | (6.0) | – | 8.7 |
| Trade and other payables | (16.3) | – | (0.8) |
| Current tax liabilities | – | – | (0.3) |
| Interest-bearing loans and borrowings | (23.6) | – | (0.8) |
| Cash and cash equivalents | 2.8 | – | 3.1 |
| Current tax assets | 0.2 | – | 0.6 |
| Trade and other receivables | 7.6 | – | 2.8 |
| Inventories | 1.4 | – | 0.3 |
| Deferred tax assets | – | – | 0.1 |
| Other fixed assets | 0.1 | – | 1.5 |
| Intangible assets | 1.8 | – | – |
| Property, plant and equipment | 20.0 | – | 2.2 |
The divestments had the following effect on the Group's assets and liabilities:
| (EUR x million) | Divestments during the first six months of |
|---|---|
| 2011 | |
| Property, plant and equipment Trade and other receivables Current tax asset Trade and other payables |
(0.1) (1.2) 0.6 0.6 |
| Total net identifiable assets and liabilities Sale price |
(0.1) 1.3 |
| Consideration paid, in cash Cash disposed of |
1.2 – |
| Net cash outflow | 1.2 |
The other acquisitions have been combined in the table on the previous page as none of them individually is considered to be material. Furthermore, the acquisitions 2011 include an amount of EUR 0.3 million relating to prior period adjustments due to the finalisation of the purchase price allocation procedures (2010: none). If the acquisitions in 2011 had been effected at the beginning of 2011, the consolidated interim revenue would have been approximately EUR 30 million higher.
The acquisitions in 2011 contributed EUR 0.2 million negative to the profit of Fugro for the six months ended 30 June 2011. On a full year basis this would approximately amount to EUR 1.2 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. The fair value of acquired assets and (contingent) liabilities related to the acquisitions has been determined provisionally pending completion of final valuations.
The Group incurred acquisition-related costs of EUR 2.2 million related to external legal fees and due diligence costs. The legal fees and due diligence costs have been included in the other expenses in profit or loss.
Impairment tests
During the first six months of 2011, as in previous periods, 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.
Seismic and geological data libraries
Seismic and geological data libraries are stated at the lower of cost and net realisable value. During the first half year of 2011 EUR 32.4 million (first half year of 2010: EUR 38.1 million) of seismic and geological data libraries were recorded in third party costs.
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 2011 was 12.6% (for the year ended 31 December 2010: 21.9%; for the six months ended 30 June 2010: 24.4%). The change in effective tax rate was mainly caused 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 0.1 million for the six months ended 30 June 2011 (six months ended 30 June 2010: EUR 8.7 million).
Property, plant and equipment
Acquisitions and disposals
During the six months ended 30 June 2011, the Group acquired assets with a cost of EUR 218.2 million (six months ended 30 June 2010: EUR 166.3 million) excluding assets acquired through business combinations. Assets with a carrying amount of EUR 4.1 million were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: EUR 7.5 million), resulting in a gain on disposal of EUR 3.4 million (six months ended 30 June 2010: gain of EUR 1.4 million), which is included in other income in the interim consolidated statement of comprehensive income.
Capital commitments
By 31 December 2010 the Group had entered into contractual obligations to purchase property, plant and equipment for EUR 235.9 million. During the first six months of 2011 EUR 119.5 million of these commitments resulted in additions to property, plant and equipment (including assets under construction). On 30 June 2011, the Group has a contractual obligation with a total value of EUR 194.0 million to purchase property, plant and equipment (30 June 2010: EUR 412.3 million).
Intangible assets
Goodwill
| Reconciliation of carrying amount | |||
|---|---|---|---|
| (EUR x million) | 2011 | 2010 | 2009 |
| Cost | |||
| Balance at 1 January | 526.6 | 459.7 | 418.6 |
| Acquisitions through business combinations | 121.6 | 2.0 | 14.5 |
| Adjustments prior period* | 0.3 | 6.3 | (0.1) |
| Effect of movements in foreign exchange rates | (14.1) | 33.6 | 21.6 |
| Balance at 30 June | 634.4 | 501.6 | 454.6 |
* Adjustments prior period relate to the finalisation of purchase price allocations.
| Carrying amounts | |||
|---|---|---|---|
| At 1 January | 526.6 | 459.7 | 418.6 |
| At 30 June | 634.4 | 501.6 | 454.6 |
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 2010.
| For the six months ended 30 June | |||
|---|---|---|---|
| (EUR x million) | Share capital | Share premium | ||||
|---|---|---|---|---|---|---|
| 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |
| Issuance of ordinary shares | 0.1 | 0.1 | 0.1 | (0.1) | – | – |
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 2011 a total of 1.2 million own shares was acquired. In the same period 437,300 shares were sold, resulting in an increase of the reserve for own shares of EUR 13.2 million.
Dividends
Following the approval of the proposed dividend 2010 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 (2010: EUR 1.50; 2009: EUR 1.50) | 122.1 | 118.2 | 114.9 |
Approximately 52% of the shareholders have chosen to receive dividend in stock over 2010. Consequently Fugro issued 1,123,297 new shares.
Provisions
As at 31 December 2010 a provision of EUR 5.2 million was accounted for mainly in respect of legal procedures. In the first half of 2011 this provision decreased by EUR 1.7 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 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, amongst others lower than expected return on plan assets. The liability for employee benefits has increased by EUR 1.0 million compared to 31 December 2010, as a result of such adjustments.
Loans and borrowings
| For the six months ended 30 June | |||
|---|---|---|---|
| (EUR x million) | 2011 | 2010 | 2009 |
| Bank loans | 680.0 | 407.0 | 355.0 |
| Private Placement loans | 102.5 | 116.8 | 104.7 |
| Mortgage loans | 5.8 | 6.5 | 6.5 |
| Other loans | 8.7 | 7.2 | 19.8 |
| Subtotal | 797.0 | 537.5 | 486.0 |
| Less: current portion of long-term loans | 227.2 | 23.7 | 24.3 |
| 569.8 | 513.8 | 461.7 |
Early 2010 agreement was reached with ABN AMRO Bank N.V. for a revolving facility of EUR 50 million against similar conditions as the facilities already in place, maturing in April 2012. Early 2011 agreement was reached to increase the existing credit facility by EUR 50 million to EUR 100 million under the same terms and conditions.
On 28 February 2011 Fugro entered into a bridge facility agreement with Rabobank of USD 150 million. The loan matures on 30 September 2011. The interest charge is LIBOR plus 75 bps.
In April 2011 Fugro entered into a bridge facility agreement with ING Bank N.V. of EUR 50 million. The loan matures in October 2011. The interest charge is EURIBOR plus 135 bps.
In the second quarter of 2011 Fugro initiated discussions with respect to new US private placement (USPP) loans. In total Fugro secured loans in US dollars and currencies recalculated in US dollars for a total amount of USD 909 million with 27 US and UK based investors. The original currencies are USD 750 million, EUR 35 million and GBP 67.5 million. The maturities of these US Private Placement loans are 7, 10 and 12 year. The average interest rate is approximately 4.5%.
Fugro also reached agreement for the refinancing of the existing bilateral bank facilities that mature in April 2012. The new committed bilateral bank facilities will have a five year maturity and will expire in 2016. The total amount of committed bilateral facilities is EUR 725 million.
The facilities have an interest of EURIBOR plus a margin of 130 BPS.
The documentation for the USPP and the committed bilateral facilities are in the process of finalisation.
With the renewed financing Fugro is well positioned to continue its strategy for further growth.
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 2010. As at 30 June 2011 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 2010. The options are granted at the end of each financial year.
As at 30 June 2011 an estimated expense amount of EUR 6.5 million (30 June 2010: EUR 5.5 million) relating to the expected share-based payment expenses for the full year 2011 has been recognised in the statement of comprehensive income. The expenses related to the 2011 grant are based on the Fugro share price as at 30 June 2011.
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 4.7 million for the six months ended 30 June 2011 (six months ended 30 June 2010: EUR 4.5 million).
Subsequent events
- In July 2011 EMGS elected to repay a USD 20 million loan that was provided to them by Fugro in 2010.
- In July 2011 Fugro finalised the acquisition of Sial Geoscience Consulting and Engineering Şti. in Turkey. Sial is a leading Turkish geotechnical consultant providing expertise to large infra structure construction companies and government. The company is based in Ankara and has 20 employees. The purchase price was EUR 4 million.
- In July 2011 Fugro reached agreement for the acquisition of AOA Geophysics Inc. in Houston. The company provides geoscience consultancy to the offshore oil and gas industry and employs 14 people. The purchase price was USD 1 million.