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Nekkar — Interim / Quarterly Report 2019
May 28, 2019
3669_rns_2019-05-28_56c86730-92f6-460f-9082-1d90cd46ce8c.pdf
Interim / Quarterly Report
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TTS Group (the "Company" or "TTS") increased the order backlog in the first quarter of 2019. As activity levels remains high, the Syncrolift business (BU SYS) recorded an all-time high order backlog as per March 2019.
Due to the Cargotec transaction, the accounts are presented in accordance with IFRS 5, hence the "Consolidated Statement of Comprehensive Income" represent the continued business (TTS Group ASA and TTS Syncrolift AS), while discontinued business (the activity transferred to Cargotec through the expected transaction), is presented on a separate line as "Profit/loss from discontinued business".
Continued Business (Includes Syncrolift AS and TTS Group ASA)
The reported EBITDA for the continued business was MNOK -2 for 1Q 2019 compared to MNOK 5 in 1Q 2018. Syncrolift continued to perform well and delivered positive EBITDA of MNOK 5 in the first quarter. The positive operational performance of Syncrolift was offset by higher Group costs, which had a negative impact on the reported EBITDA figures. The activity level in Syncrolift remains high and MNOK 82 of new orders where secured during the first quarter. However, despite the high order intake, revenue in the quarter was MNOK 50 compared to MNOK 61 in 1Q 2018. The decline in revenue is mainly due to timing effects related to the revenue recognition within the Syncrolift projects.
The total order backlog of the Syncrolift business was MNOK 661 compared to MNOK 629 at the end of 4Q 2018. The order book at the end of 1Q 2019 is an all-time high and will secure high activity levels well into 2022.
TTS Group Total (Includes both continued and discontinued business)
TTS reported an EBITDA of MNOK 6 for 1Q 2019 compared to MNOK 15 in 1Q 2018. The EBITDA decline was influenced by overcapacity caused by low activity in the Business units CBT and MPG, and partly RCN. Revenues in the quarter declined by 6%, to MNOK 452 compared to 1Q 2018 and was affected by delay in order intake in some units. As TTS experience some seasonal effects, 1Q revenues are normally lower compared to the rest of the year.
The order intake in the quarter was MNOK 786, which showed an improvement of MNOK 112 compared to 4Q 2018.
Update on the MacGregor / Cargotec Transaction
TTS Group ASA ("TTS") announced on 8 February 2018 that the company had entered into an asset sale agreement with MacGregor, a subsidiary of Cargotec Oyj listed on Nasdaq Helsinki Stock Exchange in Finland. Completion of the contemplated transaction is subject to approval, unconditional or on conditions acceptable to MacGregor, from relevant competition authorities in China, South Korea and Germany.
Approvals from German and South Korean competition authorities were announced 6 November 2018 and 27 December 2018 respectively. With reference to latest market update of March 25, 2019, clearance from China is expected within 2Q 2019. Such expectation is still valid.
Extension to current financing facilities
As the company's current financing facilities are due to expire in July 2019, the company is in discussions with its banks and bondholders regarding an extension of these facilities. An extension to the financing facilities is expected to be completed during June 2019.
Toril Eidesvik, CEO
TTS GROUP Board Report
USE OF ALTERNATIVE PERFORMANCE MEASURES (APM's) IN THE REPORT
TTS is using and referring to Alternative Performance Measures throughout the report. Appendix 2, End Notes, provides definitions of the APM's. Headlines and tables with numbers in square brackets refer to the APM definition with the corresponding number in Appendix 2.
FINANCIAL PERFORMANCE – CONTINUED BUSINESS [4]
- 1Q 2019 revenue was MNOK 50 compared to MNOK 61 in 1Q 2018
- 1Q 2019 EBITDA was MNOK -2 vs MNOK 5 in 1Q 2018.
- The order backlog of the Syncrolift business is at an all-time of MNOK 661 and will secure high activity levels well into 2022. EPS is NOK -0,07.
| TTS GROUP - Continued Business [4] | 1Q | Full Year | ||
|---|---|---|---|---|
| MNOK | 2019 | 2018 | 2018 | |
| Revenue | 50 | 61 | 220 | |
| EBITDA | -2 | 5 | 17 | |
| EBITDA margin | -3,7 % | 8,2 % | 7,8 % | |
| EBIT | -3 | 4 | 15 | |
| Order intake | 82 | 9 | 388 | |
| Order backlog | 661 | 407 | 629 | |
| EPS (NOK) | -0,07 | 0,03 | 0,14 |
FINANCIAL PERFORMANCE – TTS GROUP [1] (Includes continued and discontinued businesses)
- 1Q 2019 revenue of MNOK 452 was a decrease of MNOK 29 compared to 1Q 2018. The revenue decline was impacted by timing effects in project execution and delayed order intake.
- 1Q 2019 EBITDA of MNOK 6 was a MNOK 9 decline compared to the 1Q 2018 EBITDA of MNOK 15. The declining EBITDA was influenced by overcapacity due to low activity in CBT and MPG, and partly RCN.
- The backlog increased by 8% in 1Q 2019 compared 4Q 2018 and 17% compared to same period in 2018.
| TTS GROUP (Total) | 1Q | Full Year | |
|---|---|---|---|
| MNOK | 2019 | 2018 | 2018 |
| Revenue | 452 | 481 | 2063 |
| EBITDA * | 6 | 15 | 80 |
| EBITDA margin | 1,3 % | 3,1 % | 3,9 % |
| EBIT | -4 | 5 | 34 |
| Order intake | 786 | 479 | 2625 |
| Order backlog ** | 3163 | 2707 | 2930 |
| EPS (NOK) | 0,08 | 0,02 | -0,33 |
* 2018 EBITDA includes MNOK 24 in bad debt provision related to an old contract.
** Order backlog includes 50% of backlog from equity consolidated investments in China.
TTS GROUP Board Report
TOTAL ASSETS AND NET INTEREST-BEARING DEBT [2]
Total assets at the end of 1Q 2019 was MNOK 2 265, a decrease of MNOK 151 compared to year end 2018, affected by the IFRS 5 methodology. See note 8 for additional information regarding assets and liabilities for discontinued business.
Net working capital [4] at the end of 1Q 2019 was MNOK -98, a decrease of MNOK -17 from 4Q 2018, and MNOK -97 lower than 1Q 2018 (MNOK -2).
Net interest-bearing debt at the end of the 1Q 2019 was MNOK 187 (Ref. note 7), a decrease of MNOK 39 compared to 4Q 2018, and MNOK 132 lower than 1Q 2018.
The equity ratio at the end of 1Q 2019 was 23.5%. Including the convertible bond loan, the equity ratio was 27.3%. TTS meets the financial covenants related to the debt and bond facilities which mature in July 2019 (Ref. note 7). The covenants are calculated based on alternative performance measures.
ORDER INTAKE AND BACKLOG
Continued Business [4]
The order intake for 1Q 2019 was MNOK 82.
The book to bill for 1Q 2019 was 1,6, confirming the strong position in the market during the first quarter. The order backlog at the end of 1Q 2019 increased by MNOK 32 from 4Q 2018 to MNOK 661. The order backlog is an all-time high and will ensure high activity levels for the Syncrolift business well into 2022.
TTS Group Total [5]
The order intake for the Group in 1Q 2019 was MNOK 786 compared to MNOK 591 in 4Q 2018.
The order intake for the Group New Build was MNOK 644 for 1Q 2019 compared to MNOK 462 in 4Q 2018.
The book to bill for New Build (excluding sales from SER) in 1Q 2019 was 1,8 compared to 1,0 in 4Q 2018.
The order backlog* at the end of 1Q 2019 was MNOK 3 163 compared to MNOK 2 930 in 4Q 2018. The increase was driven by growth in order backlog for BU OFF, BU RCN and BU SYS.
Approximately MNOK 1 367 of the order backlog is expected to materialize into revenues during 2019. Expected Revenues from BU SER is not included in the Group's reported order backlog.
*including 50% of the order backlog of MNOK 450 (225), from equity consolidated investments in China.
EFFECT FROM CHANGES IN ACCOUNTING PRINCIPLES
The implementation of IFRS 16, which was made effective as of 1 January 2019, does not have material impact on the continued business as the number of leased assets and facilities, and their duration, are limited. TTS have used the modified retrospective approach at the date of initial application, 1 January 2019, with no restatement of comparable periods. Leased assets and facilities in discontinued businesses have been calculated at MNOK 75, representing a 5% increase of assets and liabilities. Additional information of the financial impact of the IFRS 16 implementation is presented in Note 1 and Note 9.
The implementation of IFRS 15, which was made effective as of 1 January 2018, has no material impact on continued business (no change in revenue recognition). However, IFRS 15 has material impact on the revenue recognition for the discontinued business (going from over-time to point-in-time revenue recognition). Additional information is presented in Note 2.
The implementation of IFRS 9 effective as of 1 January 2018 has no impact on neither continued nor discontinued business.
TTS GROUP Board Report
Agreed structure in the asset sale agreement and finance debt agreements require operational reporting based on the relevant IFRS standards as per 30.06.2017. As such the board are monitoring the business based on both APM basis, combined with the IFRS changes implemented in 2018 and 2019.
SHIPYARD SOLUTIONS
BU SYS delivered revenues of MNOK 50 and EBITDA of MNOK 5 in 1Q 2019 compared to revenues of MNOK 61 and EBITDA of MNOK 9 in 1Q 2018. Syncrolift continues to perform well. The decrease in revenue is related to timing effects of project executions and is not performance related.
The order book in Syncrolift is at an all-time high, and the activity levels are expected to remain high going forward based on the strong order book, high utilization of resources, and a strong market.
| SHIPYARD SOLUTIONS (BU SYS) | 1Q | Full Year | |
|---|---|---|---|
| MNOK | 2019 | 2018 | 2018 |
| Revenue | 50 | 61 | 218 |
| EBITDA | 5 | 9 | 42 |
| EBITDA margin | 11 % | 14 % | 19 % |
| Order backlog | 661 | 406 | 629 |
OUTLOOK
Continued Business [4]
For BU SYS, the outlook is solid with new contracts of MNOK 82 awarded during 1Q 2019. The ongoing business is running well, and the order backlog will ensure high activity levels well into 2022.
TTS Group Total [5]
Although the activity in the shipbuilding industry has increased the last years, there is still persistent price competition in China and Korea. The pressure on margins is therefore still high. The tender activity in the offshore and renewable business have improved and this should over time increase revenue and profitability of the Group.
As the company's current financing facilities are due to expire in July 2019, the company is in discussions with its banks and bondholders regarding an extension of these facilities. An extension to the financing facilities is expected to be completed during June 2019.
The Board will propose dividend based on the available dividend capacity after the closing of the Cargotec transaction.
FINANCIAL ACCOUNTS CONDENSED CONSOLIDATED STATEMENT OF PROFIT & LOSS AND OTHER COMPREHENSIVE INCOME (OCI)
TTS Group ASA 1Q.2019 / 31.03.2019
Consolidated statement of comprehensive income
TTS GROUP
| (NOK 1 000) | Unaudited | Unaudited | Audited | |
|---|---|---|---|---|
| CONTINUED BUSINESS | Note | YTD 31.03.2019 | YTD 31.03.2018 | 31.12.18 |
| Revenue from projects | 2 | 50 209 | 60 869 | 220 310 |
| Total operating revenue | 50 209 | 60 869 | 220 310 | |
| Raw materials and consumables used | 34 694 | 42 643 | 142 108 | |
| Other operating costs | 17 367 | 13 589 | 61 201 | |
| Result from JV ( - is income) | - | - | - | |
| EBITDA | -1 851 | 4 637 | 17 001 | |
| Depreciation | 8 | 670 | 384 | 1 887 |
| Operating profit (EBIT) | -2 520 | 4 253 | 15 113 | |
| Financial income | 2 303 | 8 396 | 15 126 | |
| Financial expense | 5 563 | 8 592 | 16 935 | |
| Net finance | -3 261 | -197 | -1 808 | |
| Profit/loss before tax | -5 781 | 4 057 | 13 305 | |
| Tax | 6 | 10 | 1 156 | 1 490 |
| Profit/loss from continued business | -5 791 | 2 900 | 11 814 | |
| DISCONTINUED BUSINESS | ||||
| Profit/loss from discontinued business | 8 | 15 042 | -478 | -26 758 |
| Profit/loss for the period | 9 250 | 2 422 | -14 944 | |
| Attributable to equity holders of the company | 4 | 7 283 | 7 000 | -28 593 |
| Attributable to non-controlling interests | 1 968 | -4 579 | 13 649 | |
| NET RESULT FOR THE YEAR | ||||
| Net result for the period | 9 250 | 2 422 | -14 944 | |
| Currency effects | -11 557 | -20 146 | -15 588 | |
| Total comprehensive income | -2 307 | -17 724 | -30 532 | |
| Attributable to equity holders of the company | -8 860 | -13 067 | -44 737 | |
| Attributable to non-controlling interests | 6 553 | -4 657 | 14 205 | |
| Earnings per share (NOK) | 4 | 0,08 | 0,08 | -0,32 |
| Diluted earnings per share (NOK) | 0,07 | 0,08 | -0,33 | |
| Earnings per share - Continued Business (NOK) | 4 | -0,07 | 0,03 | 0,14 |
| Diluted earnings per share - Continued Business (NOK) | -0,05 | 0,03 | 0,11 |
FINANCIAL ACCOUNTS CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
TTS GROUP
| (NOK 1 000) | Unaudited | Unaudited | Audited |
|---|---|---|---|
| YTD 31.03.2019 | YTD 31.03.2018 | 31.12.2018 | |
| Intangible assets 6 |
24 792 | 22 862 | 25 020 |
| Tangible assets | 14 500 | 8 522 | 13 611 |
| Total fixed assets | 39 292 | 31 384 | 38 631 |
| Inventories | 815 | 596 | 596 |
| Total receivables | 88 130 | 146 867 | 111 216 |
| Bank deposits/cash 7 |
322 629 | 209 428 | 349 445 |
| Assets held for sale | 8 1 814 052 |
1 855 348 | 1 916 148 |
| Total current assets | 2 225 625 | 2 212 239 | 2 377 405 |
| Total assets | 2 264 918 | 2 243 623 | 2 416 036 |
| Share capital 3 |
9 687 | 9 536 | 9 579 |
| Other equity | 344 179 | 378 396 | 348 123 |
| Non-controlling interests | 163 081 | 146 803 | 156 528 |
| Total equity | 516 948 | 534 735 | 514 230 |
| Provisions | - | 930 | - |
| Long term interest bearing debt 7 |
- | - | - |
| Long term liabilities | - | 930 | - |
| Current interest bearing debt 7 |
270 045 | 326 345 | 287 445 |
| Current liabilities | 187 095 | 150 007 | 257 724 |
| Liabilities held for sale | 8 1 290 830 |
1 231 605 | 1 356 637 |
| Total current liabilities | 1 747 970 | 1 707 957 | 1 901 806 |
| Total liabilities | 1 747 970 | 1 708 887 | 1 901 806 |
| Total equity and liabilities | 2 264 918 | 2 243 623 | 2 416 036 |
FINANCIAL ACCOUNTS CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| TTS GROUP | ||||||
|---|---|---|---|---|---|---|
| (NOK 1 000) | Share | Shareholders | Non controlling | Total | ||
| Share capital | Treasury shares | premium | equity | interest | equity | |
| Equity as of 1.1.2019 | 9 580 | -1 | 151 725 | 357 703 | 156 528 | 514 230 |
| Comprehensive income | - | - | - | -8 860 | 6 553 | -2 307 |
| Share option cost | - | - | - | 125 | 125 | |
| New shares issued | 108 | - | 4 791 | 4 900 | 4 900 | |
| Treasury shares changes | - | - | - | - | - | |
| Dividend to non-controlling interest | - | - | - | - | - | |
| Equity Closing balance 31.03.2019 | 9 688 | -1 | 156 516 | 353 867 | 163 081 | 516 948 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
TTS GROUP
| (Amounts in NOK 1000) | 1Q 2019 | 1Q 2018 [Restated]* |
Audited 2018 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit (loss) before tax | -5 781 | 4 057 | 13 305 |
| Adjustments for: | |||
| Depreciation / impairment | 670 | 384 | 1 887 |
| Net Finance | -138 | -309 | 3 263 |
| Share based payment | 125 | 501 | 531 |
| Income tax paid | -10 | -1 156 | -1 509 |
| Change in net current assets | 17 237 | -34 805 | 108 563 |
| A. Net cash flow from operating activities | 12 103 | -31 328 | 126 040 |
| Cash flow from investment activities | |||
| Acquisition of fixed assets | -681 | - | -7 783 |
| Disposal of discontinued operation, net of cash-value disposed | -25 876 | -8 896 | 22 608 |
| B. Net cash flow from investment activities | -26 557 | -8 896 | 14 825 |
| Cash flow from financing activities | |||
| Proceeds from issuance of share capital | 4 900 | 1 000 | 2 400 |
| Disbursement on short-term/ long-term debt | -17 400 | -13 500 | -52 400 |
| Net Finance | 138 | 309 | -3 263 |
| C. Net cash flow from financing activities | -12 362 | -12 191 | -53 264 |
| Net change in cash and cash equivalents (A+B+C) | -26 816 | -52 415 | 87 602 |
| Cash and cash equivalents at the start of the period | 349 445 | 261 843 | 261 843 |
| Cash and cash equivalents at the end of the period | 322 629 | 209 428 | 349 445 |
Numbers reflect the operation in continued business. *1Q 2018 numbers are restated.
NOTE 1. GENERAL INFORMATION
Reporting entity
TTS Group ASA is registered and domiciled in Norway, and the head office is located in Bergen.
Due to the Cargotec transaction, the accounts are presented in accordance with IFRS 5, non-current assets held for sale and discontinued operations. Hence the "Consolidated Statement of Comprehensive Income" represents the "continued business" (TTS Group ASA and TTS Syncrolift AS), whilst "discontinued business "(the activity transferred to Cargotec through the expected transaction), is presented on a separate line as "Profit/loss from discontinued business". For the "Consolidated statement of Financial Position", assets, and liabilities relating to the activity expected to be transferred to Cargotec, are presented on a separate line as "Assets held for sale" and "Liabilities held for sale". In the notes to the 1Q Report, the focus is on continued business. For further information, please see note 2 and 8 to the report.
Jointly controlled and associated companies are accounted for using the equity method. 50/50 owned companies, controlled via agreement are fully consolidated.
The Board of Directors approved the consolidated financial statements for the year 2018 on the 29 April 2019. The annual report 2018 is available at the company website www.ttsgroup.com.
Basis of preparation
TTS Group's financial reports are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
The unaudited consolidated financial statements for 1Q 2019 have been prepared in accordance with IAS 34 Interim Financial Statements. The interim accounts do not include all the information required for a full financial statement and should therefore be read in connection with the consolidated financial statements of 2018.
The Group has initially adopted IFRS 16 Leases from 1 January 2019 (Ref. note 9). The change in accounting policies are reflected in the Group's consolidated financial statements as at 31 March 2019, and for the year ending 31 December 2019.
Except for the changes outlined above, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2018.
This condensed consolidated 1Q interim report for 2019 was approved by the Board of Directors on 28 May 2019.
Judgements estimates and assumptions
The preparation of the interim report requires the use of judgments, estimates and assumptions that affect the application of accounting principles and the reported amounts of assets and liabilities, income and expenses. Actual future outcome may differ from these estimates.
The consolidated interim financial statements are prepared on the same basis as the consolidated financial statements for the financial year that ended 31 December 2018 with respect to the key assessments made by management regarding the application of the Group's accounting principles, and the key sources of estimation uncertainty.
IFRS 5 Non-current assets held for sale and discontinued business
On 8 February 2018 TTS Group ASA announced that it entered into an asset sale agreement with Cargotec Oyj, and the company therefore decided to present the accounts in accordance with IFRS 5. The criteria for classifying relevant assets and businesses as "held for sale and discontinued business" were met during 4Q 2017. The purpose of IFRS 5 is to specify the accounting for assets held for sale, and the presentation and disclosure of discontinued business.
A discontinued business is a component of the Group's business, operations and cash flows which can be clearly distinguished from the rest of the Group and which;
- Represents a separate major line of business or geographical area of operations
- Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations, or
- Is a subsidiary acquired exclusively with a view to re-sale
The classification of a discontinued business occurs at the time of disposal or when the business meets the criteria to be classified as held-for-sale, if this instance occurs earlier.
Post-closing of the Cargotec transaction, TTS Group ASA will continue in a new strategic direction, focusing the business around BU SYS. Hence all assets and liabilities which are not a part of or related to BU SYS are classified as held for sale. The financial position and results are presented separately
When assets meet the criteria for the assets held for sale classification, the asset value shall be measured at the lower of the carrying amount and fair value less costs to sell. Depreciation ceases of such assets. Fair value is a market-based measurement, not an entity-specific measurement. The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the assets and transfer the liabilities which would take place between market participants at the measurement date under current market conditions.
Please see further information in note 2 and 8 for the reclassification of assets and liabilities held for sale, and the presentation of revenue and costs for discontinued business.
IFRS 15 Revenue
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. The Group adopted IFRS 15 using the modified retrospective implementation method, with the effect of initially applying this standard recognized at the date of initial application (1 January 2018). It replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. Under IFRS 15, revenue is recognized when a customer obtains control of the goods or services. Determining the timing of the transfer of control – at a point in time, or over time – requires judgement. For further information, see Annual report 2018 – Accounting Principles, section 2.20.
New standards, amendments and interpretations adopted by TTS:
IFRS 16 Leases, effective as of 1 January 2019
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The new standard requires lessees to account for all leases, exemption for short term leases and leases of low value assets, under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. At the commencement date of a lease, a lessee will have to recognize a liability based on future lease payments and an asset representing the right to use the underlying asset during the lease term ("Right-of-use assets"). Further, the lessee will be required to separately recognize the interest expense on the lease liability and the deprecation expense of the right-of-use asset.
Effective 1 January 2019, TTS adopted IFRS 16 using the modified retrospective approach with no restatement of comparable figures for 2018, which are still presented in accordance with IAS 17. TTS recognized the cumulative effect of initially applying the new standard as an adjustment to the opening balance sheet. Right-of-use assets will initially be reflected at an amount equal to the corresponding lease liability.
In accordance with the transition requirements of IFRS 16, TTS recognized a lease liability for leases previously classified as operating leases in accordance with IAS 17. TTS measured the lease liabilities at the present value of the remaining lease payments. When an implicit interest rate is not available, TTS have used the incremental borrowing rate at 1 January 2019 when calculating the present value of lease payments. The right-of-use assets are measured at an amount equal to the lease liability at 1 January 2019, adjusted by the amount of any prepaid or accrued lease payments.
The incremental borrowing rate differ from 2,75% to 7,50% depending on the asset description and location of which the asset is acquired.
TTS has applied the following practical expedients to leases previously classified as operating leases at the date of initial application of IFRS 16:
- Exemption for short-term leases (defined as 12 months or less)
- Exemption for leases of low value assets
- Excluded any initial direct costs from the measuring of the right-of-use assets
IFRS 16 does not contain detailed transition requirements for leases previously classified as finance leases when the modified retrospective approach is applied. For leases that TTS classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at 1 January 2019 was determined to be the carrying amount of the leased asset and liability at the date of the initial implementation of IFRS 16.
On transition to IFRS 16, TTS recognized MNOK 1 as right-of-use assets corresponding to the discounted value of lease liabilities in the continued business at 1 January 2019. In the discontinued business right-of-use assets is calculated at MNOK 75 at 1 January 2019.
Reference is made to note 9 for further details on accounting policies following the implementation of IFRS 16.
NOTE 2. SEGMENT INFORMATION
TTS Group will, until closing of the Cargotec transaction, report on the following segments:
Continued business:
- Shipyard Solutions (BU SYS)
- TTS Group ASA (ASA)
BU SYS includes ship lift and transfer systems, as well as complete production lines to the yard industry. Product range includes ship lift system, ship transfer systems and service activity.
Discontinued business:
- RoRo/Cruise/Navy (BU RCN)
- Container/Bulk/Tank (BU CBT)
- Offshore (BU OFF)
- Multipurpose/General cargo (BU MPG)
- Services (BU SER)
BU RCN delivers complete cargo handling solutions to RoRo, PCTC, cruise and navy vessels, including terminal loading and passenger systems. Product range includes external and internal ramps, covers and doors, liftable decks, passenger gangways and link span systems.
BU CBT delivers complete cargo handling solutions to the container, tanker and bulk vessels. Product range includes 10-40 t winches, 15-50 t cranes and specialized hatch covers designs.
BU OFF delivers support solutions to the offshore based oil industry and the supporting service industry. Product range includes 15-50 t offshore cranes, 40-400 t active heave compensated cranes, mooring winches, internal and external covers and doors.
BU MPG delivers supporting solutions to the vessels which are designed to operate in the multipurpose or general cargo market, requiring specialized operating capabilities. Product range includes 40-2500 t heavy lift cranes and Leg Encircling Cranes (LEC cranes).
BU SER includes service and after sales for all segments within TTS. This enables TTS to offer service and after sale worldwide for the full range of its products.
The table below summarizes revenue and EBITDA from the segments in TTS Group Total [5], Continued Business [4] and Discontinued Business [6] in accordance with IFRS 5 and bridges the adoption effect from IFRS 15 and IFRS 16.
| [4 ]Continued | 1Q19 | 1Q18 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| business - Revenue: | IFRS 15 | IFRS 16 | Revenue without | IFRS 15 | IFRS 16 | Revenue without | |||
| Adjustments on | Adjustments on | adoption of IFRS | Adjustments on | Adjustments on | adoption of IFRS | ||||
| Revenue | Revenue | Revenue | 15/16 | Revenue | Revenue | Revenue | 15/16 | Revenue | |
| BU SYS | 50 209 | - | - | 50 209 | 60 851 | - | - | 60 851 | 220 277 |
| ASA | - | - | - | - | 18 | - | - | 18 | 32 |
| Total Continued [4] | 50 209 | - | - | 50 209 | 60 869 | - | - | 60 869 | 220 310 |
| [4] Continued | 1Q19 | 1Q18 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| business - EBITDA: | IFRS 15 | IFRS 16 | EBITDA without | IFRS 15 | IFRS 16 | EBITDA without | |||
| Adjustments on | Adjustments on | adoption of IFRS | Adjustments on | Adjustments on | adoption of IFRS | ||||
| EBITDA | EBITDA | EBITDA | 15/16 | EBITDA | EBITDA | EBITDA | 15/16 | EBITDA | |
| BU SYS | 5 504 | - | 150 | 5 354 | 8 510 | - | - | 8 510 | 41 677 |
| ASA | -7 354 | - | - | -7 354 | -3 873 | - | - | -3 873 | -24 677 |
| Total Continued [4] | -1 851 | - | 150 | -2 001 | 4 637 | - | - | 4 637 | 17 001 |
| [6] Discontinued | 1Q19 | 1Q18 | 2018 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| business - Revenue: | IFRS 15 | IFRS 16 | Revenue without | IFRS 15 | IFRS 16 | Revenue without | |||
| Adjustments on | Adjustments on | adoption of IFRS | Adjustments on | Adjustments on | adoption of IFRS | ||||
| Revenue | Revenue | Revenue | 15/16 | Revenue | Revenue | Revenue | 15/16 | Revenue | |
| BU RCN | 66 073 | -1 182 | - | 67 255 | 12 197 | -78 975 | - | 91 172 | 345 652 |
| BU CBT | 151 966 | - | - | 151 966 | 131 199 | - | - | 131 199 | 684 698 |
| BU MPG | 5 326 | -3 038 | - | 8 364 | - | -18 993 | - | 18 993 | 118 197 |
| BU OFF | 39 157 | 8 840 | - | 30 317 | 44 748 | 12 758 | - | 31 990 | 129 502 |
| BU SER | 141 888 | - | - | 141 888 | 143 238 | - | - | 143 238 | 543 618 |
| OTHER | 2 395 | - | - | 2 395 | 3 492 | - | - | 3 492 | 23 251 |
| Total Discontinued [6] | 406 806 | 4 620 | - | 402 185 | 334 874 | -85 210 | - | 420 084 | 1 844 918 |
| [6 ]Discontinued | 1Q19 | 1Q18 | 2018 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| businesses - EBITDA: | IFRS 15 | IFRS 16 | EBITDA without | IFRS 15 | IFRS 16 | EBITDA without | |||
| Adjustments on | Adjustments on | adoption of IFRS | Adjustments on | Adjustments on | adoption of IFRS | ||||
| EBITDA | EBITDA | EBITDA | 15/16 | EBITDA | EBITDA | EBITDA | 15/16 | EBITDA | |
| BU RCN | 2 710 | 7 410 | 1 132 | -5 832 | -7 746 | -7 237 | - | -509 | -11 332 |
| BU CBT | -162 | - | 2 597 | -2 759 | 3 024 | - | - | 3 024 | 20 292 |
| BU MPG | -2 907 | 5 977 | 141 | -9 025 | -11 352 | -4 099 | - | -7 253 | -26 591 |
| BU OFF | -3 006 | 333 | 510 | -3 849 | 8 144 | 14 994 | - | -6 850 | -14 192 |
| BU SER | 26 952 | - | 2 388 | 24 564 | 18 179 | - | - | 18 179 | 76 380 |
| OTHER | 4 715 | - | -150 | 4 865 | 3 352 | - | - | 3 352 | 18 192 |
| Total Discontinued [6] | 28 302 | 13 720 | 6 618 | 7 964 | 13 601 | 3 658 | - | 9 943 | 62 749 |
| Revenue Continued | 50 209 | - | - | 50 209 | 60 869 | - | - | 60 869 | 220 310 |
| Revenue Discontinued | 406 806 | 4 620 | - | 402 185 | 334 874 | -85 210 | - | 420 084 | 1 844 918 |
| Total TTS Group [5] | 457 015 | 4 620 | - | 452 394 | 395 743 | -85 210 | - | 480 953 | 2 065 228 |
| EBITDA Continued | -1 851 | - | 150 | -2 001 | 4 637 | - | - | 4 637 | 17 001 |
| EBITDA Discontinued | 28 152 | 13 720 | 6 468 | 7 964 | 13 601 | 3 658 | - | 9 943 | 62 749 |
| Total TTS Group [5] | 26 302 | 13 720 | 6 618 | 5 964 | 18 238 | 3 658 | - | 14 580 | 79 750 |
NOTE 3. SHARE CAPITAL
As per 31 March 2019 TTS Group ASA has issued 88.074.470 shares, each with a face value of NOK 0.11, and a share capital of total NOK 9.688.192. TTS issued, through conversion of bonds, 985.915 new shares in 1Q 2019, with an increase in the share capital of NOK 108.451, and increase in share premium capital of NOK 4.791.549.
As per 31.03.2019 senior employees' hold a total of 760.000 share options with a strike price of NOK 3.43. The options were awarded in 2Q 2017 and expire in June 2019.

TTS Group ASA holds 6 632 treasury shares.
At 31.03.19 there are 17.312.877 conversion rights related to the subordinated convertible bond with a conversion price of 4.97.
NOTE 4. EARNINGS PER SHARE
Earnings per share (EPS) is based upon the weighted average number of shares outstanding during the period. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments. Instruments that have a positive intrinsic value have been included in dilution effects.
| Earnings per share | |||
|---|---|---|---|
| YTD 31.03.2019 | YTD 31.03.2018 | 31.12.2018 | |
| Net income available to shareholders - Continued Business | -5 791 | 2 900 | 11 814 |
| Effect of dilution | - | - | - |
| Diluted net income available to shareholders | -5 791 | 2 900 | 11 814 |
| Net income available to shareholders [Total] | 7 283 | 7 000 | -28 593 |
| Effect of dilution | - | - | - |
| Diluted net income available to shareholders | 7 283 | 7 000 | -28 593 |
| Weighted average number of shares outstanding | 88 074 | 86 594 | 87 089 |
| Effect of dilution | 18 074 | 18 998 | 19 217 |
| Diluted numbers of shares* | 106 148 | 105 592 | 106 306 |
| Earnings per share (NOK) continued business | -0,07 | 0,03 | 0,14 |
| Diluted earnings per share (NOK) continued business* | -0,05 | 0,03 | 0,11 |
| Earnings per share (NOK) | 0,08 | 0,08 | -0,33 |
| Diluted earnings per share (NOK) | 0,07 | 0,08 | -0,27 |
*The weighted-average number of ordinary shares (diluted) is only relevant for continued business.
Sales expenditures of MNOK 1,7 related to the expected Cargotec transaction has been allocated in 1Q 2019. During 2017 and 2018 sales expenditures of MNOK 26,8 was allocated as part of the profit from discontinued business.
Closing share price at Oslo Stock Exchange
| 31 March 2019 | NOK 6,22 |
|---|---|
| 31 December 2018 | NOK 6,42 |
| 30 September 2018 | NOK 6,54 |
| 30 June 2018 | NOK 6.30 |
| 31 March 2018 | NOK 6.34 |
| 31 December 2017 | NOK 4.20 |
| 31 December 2016 | NOK 3.78 |

NOTE 5. RELATED PARTIES
Note 20 and the accounting principles presented in the 2018 Annual Report, Consolidated Financial Statements Section 2.2, describe the principles related to elimination of transactions between group subsidiaries. Eliminated transactions have no significance for the financial position and profit for the period.
The Group has carried out various transactions with subsidiaries and joint ventures. All the transactions have been carried out as part of the ordinary operations and at arm's length principles. The material part of related party transactions is in the discontinued business.
Please see note 8 for further information on classification, elimination and presentation of continued vs. discontinued business.
NOTE 6. TAX
TTS Group can be liable for tax in more than one jurisdiction due to the global nature of its business. A loss in one jurisdiction may not be offset against taxable income in another jurisdiction. Thus, the Group may pay tax in one or more jurisdictions, even though it might have an overall loss or have tax losses exceeding taxable profit at the consolidated level.
Deferred tax
Deferred income tax reflects the impact of temporary differences between the amount of assets and liabilities recognized for financial purposes, and such amounts recognized for tax purposes. The net recognized deferred tax consist of the following components:
| Deferred tax: | |||
|---|---|---|---|
| (NOK 1000) | 31.03.2019 | 31.03.2018 | 31.12.2018 |
| Gross deferred tax asset | 18 939 | 18 845 | 18 939 |
| Gross deferred tax liability | - | ||
| Net deferred tax asset (+) / liability (-) | 18 939 | 18 845 | 18 939 |
| Recognized deferred tax asset relates to tax losses in the Norwegian companies. The criteria applied to estimates for the utilization of tax losses against future taxable profit are unchanged in 1Q 2019. |
|||
| Tax cost recognized in continued business [4] as per 31.03.2019 relates to withholding taxes paid on sales fees received from a joint venture company in China. |
|||
| NOTE 7. FINANCIAL RISK MANAGEMENT | |||
| The Group's objectives and principles of financial risk management are consistent with what is stated in the consolidated financial statements for the fiscal year 2018. In accordance with the company's financing agreements, covenant calculations which apply in 2019 are based on IFRS accounting principles as per 31.12.2017. |
|||
| On 11 December 2018, the bondholders agreed to an extension of the subordinated debt until 18 July 2019. The TTS General Assembly approved the extension on 14 December 2018. The parties agreed to an extension fee of 0.25%. Other terms and conditions remained unchanged. |
|||
| One bondholder has converted MNOK 4.9 into 985.915 new shares based on the rate 4.97 per share related to the convertible bond facility in 1Q 2019. |
|||
| As per 31 March 2019 the conversion price of the convertible bond loan is 4.97 per share. The remaining nominal value of the bond debt is MNOK 86,045 giving rights to 17.312.877 new shares if all rights are converted. |
|||
| On 13 December 2018, TTS entered into an extension of its financing agreements with Nordea and DNB on its credit and guarantee facilities moving the expiry date from 1 January 2019 to 1 July 2019. The parties agreed to an extension fee of MNOK 0.6. Other terms and conditions remained unchanged. The completion of the asset sales agreement between TTS and Cargotec requires settlement of the debt at the time of closing of the |
NOTE 7. FINANCIAL RISK MANAGEMENT
transaction. The lenders have approved the transaction subject to repayment. The parties will subsequently ensure that liens and securities are released post-closing.
As the company's current financing facilities are due to expire in July 2019, the company is in discussions with its banks and bondholders regarding an extension of these facilities. An extension to the financing facilities is expected to be completed during June 2019.
The credit facility in the agreement as per 1 April 2019 totals MNOK 1 073, consisting of:
- MNOK 173, term loan facility (DNB) (Installment of MNOK 6.25 per quarter in 2019)
- MNOK 100, term loan facility (Nordea) (Installment of MNOK 6.25 per quarter in 2019)
- MNOK 200, multi-currency overdraft facility (Nordea)
- MNOK 600, guarantee facility (Nordea MNOK 465, DNB MNOK 135)
At the end of 1Q 2019, TTS Group has drawn MNOK 128 of the total MNOK 173 loan facility with DNB. TTS has drawn MNOK 202 of the total MNOK 300 debt facility with Nordea.
During 1Q 2019 TTS Group made total instalments to DNB and Nordea of MNOK 12,5.
At the end of 1Q 2019 TTS Group meets the set covenants.
Debt covenants are:
| Bank loan covenants | 1Q 2018 - 2Q 2019 | |
|---|---|---|
| NIBD / EBITDA* maximum | 3,00 | |
| Equity*** minimum | 25 % | |
| Minimum liquidity reserve | MNOK 50 | |
| * NIBD = Net interest bearing debt, excluding subordinated convertible bond loan, and including 50% of cash from 50% ow ned companies |
||
| ** EBITDA from 100% ow ned companies + 50% of EBITDA from 50% ow ned companies, adjusted for one-time effects, including impairment, restructuring, gains from |
||
| sale of businesses and changes of accounting regulations |
sale of businesses and changes of accounting regulations
*** Equity, including subordinated convertible bond loan
| Calculation of NIBD / EBITDA covenant | |
|---|---|
| 31.03.2019 | |
| Calculation of NIBD for covenant measures (MNOK) | |
| Calculated NIBD from TTS Group (Continued business) | 53 |
| Calculated NIBD from TTS Group (Discontinued business) | -379 |
| + Nominal value of Subordinated Convertible Bond agreement | 86 |
| - Reported NIBD from 50/50 owned companies | -164 |
| + 50% of NIBD from 50/50 owned and equity consolidated companies | 113 |
| + Adjustment effects from changes in IFRS regulation* | 139 |
| Adjusted NIBD for covenant calculation | -153 |
| Calculation of EBITDA for covenant measures (MNOK) | |
| Rolling 12 month reported EBITDA in TTS Group (Continued business) | 11 |
| Rolling 12 month reported EBITDA in TTS Group (Discontinued business) | 52 |
| - Reported EBITDA-effects from 50/50 owned companies | -58 |
| + 50% of EBITDA in 50/50 owned and equity consolidated companies | 29 |
| +/- Adjustment of one time effects on reported EBITDA - rolling 12 months | 24 |
| Accounting effects from changes to IFRS* | 8 |
| Adjusted EBITDA for covenant calculation | 66 |
| *IFRS effects are derived from IFRS 5, IFRS 15 and IFRS 16 regulations | |
| NIBD / EBITDA calculation | 2,31 |
| Calculation of Equity covenant | |
|---|---|
| 31.03.2019 | |
| Calculation of Equity for covenant measures (MNOK) | |
| Equity as stated | 517 |
| + Nominal value of Subordinated Bond Debt | 86 |
| + Restructuring provisions - Unutilized portion | 0 |
| + Adjustment effects from changes in IFRS regulations* | 16 |
| Adjusted Equity for covenant calculation | 618 |
| Calculation of Assets for covenant measures (MNOK) | |
| Assets - as stated in the consolidated statement of financial position | 2 265 |
| + Unutilized restructuring allocation | 0 |
| + Adjustment effects from changes in IFRS regulations* | 0 |
| Adjusted Assets for covenant calculation | 2 265 |
| *IFRS effects are derived from IFRS 5, IFRS 15 and IFRS 16 regulations | |
| Equity calculation | 27,3 % |
An overall description of debt facilities, and additional information regarding financial risk management is available as part of the notes to the 2018 Annual Report.
Information on debt in discontinued business.
TTS Korea has drawn MNOK 29 of MNOK 33 related to its credit facility with Kookmin Bank in Korea. The debt is presented as part of the liabilities held for sale.
Please note that the covenant calculation is based on TTS Group Total [ref. appendix 2 item 1 and 5].
NOTE 8 DISCONTINUED BUSINESS [6] - DISPOSAL GROUP HELD FOR SALE
Reference is made to note 1 and 12 in the 2018 Annual Report with regard to the basis for reclassification of heldfor-sale and discontinued business.
During Q4 2017 TTS Group reclassified major parts of the business, the disposal group, as discontinued business. The basis for this reclassification was the Cargotec agreement announced 8 February 2018. TTS Group will continue under the new name Nekkar ASA in a new strategic direction, initially concentrating the business around BU SYS. The transaction is an asset sale. Accordingly, the majority of the group's assets and liabilities is presented as a disposal group held for sale.
Approvals from German and South Korean competition authorities were announced 6 November 2018 and 27 December 2018 respectively. With reference to latest market update of March 25, 2019, clearance from China is expected within 2Q 2019. Such expectation is still valid.
The disposal group is classified as held-for-sale or as discontinued business. The comparative consolidated statement of profit or loss and OCI have been amended to show the discontinued business separately from continued business.
The principles for the reclassification to discontinued business has been as follows;
- All revenue and expenses from legal entities included in the Disposal Group have been reclassified.
- Revenue and cost directly attributable to activities in the disposal group but performed within the legal entities that forms the basis for continued business, are allocated to discontinued business.
- Revenue and cost directly attributable to activities in the continued business, but performed within the legal entities that forms the basis for the discontinued business, are allocated to continued business.
-
Since transactions between continued business and discontinued business are expected to cease when the transaction with Cargotec is completed, intercompany transactions are eliminated.
-
Intercompany interest related to cash pool arrangement is not eliminated based on the accounting of the cash pool arrangement.
- Interest from bank loans and bond loan have been allocated to the disposal group due to the fact that these loans have funded these businesses, and that the loans will be repaid as part of the transaction.
- All assets and liabilities from the legal entities included in the disposal group have been reclassified.
- Since transactions between continued and discontinued businesses are expected to cease when the transaction with Cargotec is completed, all intercompany balances are eliminated.
- Due to the terms in the asset sale agreement, the group's financing through the Cash Pool arrangement, Cash pool balances have not been eliminated between continued and discontinued business because each company will be responsible for settling the cash pool receivables/liabilities post transaction.
TTS GROUP - Discontinued Business
| (NOK 1 000) | Unaudited | Unaudited | Audited |
|---|---|---|---|
| Results of discontinued business | YTD 31.03.2019 | YTD 31.03.18 | 31.12.18 |
| Revenue | 406 806 | 334 874 | 1 639 976 |
| Expenses 1) | 390 419 | 334 011 | 1 649 365 |
| Results from operating activities | 16 387 | 863 | -12 061 |
| Income tax | 1 346 | 1 341 | 14 698 |
| Results from operating activities, net on tax Gain on sale of discontinued business |
15 042 | -478 | -26 759 |
| Income tax on gain on sale of discontinued business | |||
| Profit (loss) from discontinued business, net of tax | 15 042 | -478 | -26 759 |
| Basic earnings (loss) per share | 0,17 | -0,01 | -0,31 |
| Diluted earnings (loss) per share | 0,14 | -0,01 | -0,25 |
1) Depreciation 1Q 2019 was reversed by 8 890 in accordance with IFRS 5. Depreciation FY 2018 was reversed by 43 998 in accordance with IFRS 5
TTS GROUP
Assets and liabilities of disposal group held for sale
At 31 March 2019, the disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities:
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| (NOK 1 000) | 31.03.2019 | 31.03.2018 | 31.12.2018 |
| Intangible assets | 631 418 | 648 153 | 650 927 |
| Tangible assets | 198 852 | 85 428 | 122 497 |
| Financial assets | 36 547 | 37 289 | 34 679 |
| Inventories | 99 091 | 151 446 | 101 742 |
| Trade and other receivables | 638 686 | 719 135 | 764 454 |
| Bank deposits/cash | 209 458 | 213 897 | 241 849 |
| Assets held for sale | 1 814 052 | 1 855 348 | 1 916 148 |
| Provisions | 38 296 | 47 872 | 44 544 |
| Long term interest bearing debt | - | 286 | - |
| Current interest bearing debt | 449 532 | 416 367 | 530 656 |
| Current liabilities | 803 002 | 767 080 | 781 437 |
| Liabilities held for sale | 1 290 830 | 1 231 605 | 1 356 637 |
NOTE 9 CHANGES IN SIGNIFICANT ACCOUNTING POLICIES
IFRS 16 Leases
IFRS 16 Leases was adopted by TTS on 1 January 2019. TTS implemented the new standard using the modified retrospective approach with no restatement of comparable figures for 2018. TTS has entered various operating leases which mainly comprise office facilities and storage facilities.
Identifying a lease
At the inception of a contract, TTS performs an assessment to determine whether the contract is, or contains, a lease. The new standard defines a lease as a contract that conveys the right to control the use of an identified asset for a period of time, in exchange for consideration. To determine if a contract gives the right to control the use of an identified asset, TTS assesses whether:
- The agreement creates enforceable rights of payment and obligations
- The identified asset is physically distinct
- TTS has the right to obtain substantially all the economic benefits from use of the asset
- TTS has the right to direct he use of the asset
- The supplier does not have a substantive right to substitute the asset throughout the period of use
Separation of lease and non-lease components
In general, the lease contracts in TTS does not involve a significant amount of additional services and components. As such, any additional services included within the leasing contracts does in general not represent a considerable portion of the total contract value. For leasing contracts where the non-lease component is viewed as relatively small, TTS have used the practical expedient in the new standard and treated these contracts as a single lease component.
Recognition of leases and exemptions
At the lease commencement date, TTS recognizes a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following applied exemptions:
- Short-term leases (defined as 12 months or less)
- Low value assets
TTS recognizes these lease payments as other operating expenses in the statement of profit or loss when they incur.
Measuring the lease liability
The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term. The lease term represents the non-cancellable period of the lease, together with periods covered by an option to extend the lease when TTS is reasonably certain to exercise this option, and periods covered by an option to terminate the lease if TTS is reasonably certain not to exercise that option.
The discount factor used to measure the present value of the lease liability is based on either the implicit interest rate of the lease (if observable), or the incremental borrowing rate of TTS.
The lease liabilities from continued businesses are included as long-term interest-bearing debt. Lease liabilities from discontinued businesses are presented as part of liabilities held-for-sale in the consolidated statement of financial position.
Measuring the right-of-use asset
Right-of-use assets are initially measured at cost which mainly corresponds to the amount of initial measurement of the lease liabilities. The right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. TTS applies depreciation requirements in IAS 16 in depreciating the right-of-use assets, except that the right-of-use assets are depreciated from the commencement date to the earlier of the lease term and the remaining useful life of the right-of-use assets.
Right-of-use assets in continued businesses are presented as tangible assets. Right-of-use assets in discontinued businesses are included in assets -held-for-sale in the consolidated statement of financial position.
IFRS 16 IMPLEMENTATION - OPENING BALANCE EFFECTS CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| 31.12.2018 | |||
|---|---|---|---|
| (NOK 000) | 01.01.2019 IFRS 16 | (IAS 17) | |
| Intangible assets | 25 020 | - | 25 020 |
| Tangible assets | 14 811 | 1 200 | 13 611 |
| Total fixed assets | 39 831 | 1 200 | 38 631 |
| Inventories | 596 | - | 596 |
| Total receivables | 111 216 | - | 111 216 |
| Bank deposits/ cash | 349 445 | - | 349 445 |
| Assets held for sale 2) | 1 990 879 | 74 731 | 1 916 148 |
| Total current assets | 2 452 136 | 74 731 | 2 377 405 |
| Total assets | 2 491 967 | 75 931 | 2 416 036 |
| Total equity | 514 230 | - | 514 230 |
| Provisions | - | - | - |
| Long term interest bearing debt 1) | - | - | - |
| Long term liabilities | - | - | - |
| Current interest bearing debt 1) | 288 645 | 1 200 | 287 445 |
| Current liabilities | 257 724 | - | 257 724 |
| Liabilities held for sale 2) | 1 431 368 | 74 731 | 1 356 637 |
| Total current liabilities | 1 977 737 | 75 931 | 1 901 806 |
| Total liabilities | 1 977 737 | 75 931 | 1 901 806 |
| Total equity and liabilities | 2 491 967 | 75 931 | 2 416 036 |
| 1) Lease liabilities in continued businesses hav e been classif |
ied as short term based on the remaining duration of | the lease |
2) Right of use assets and lease liabilities in discontinued businesses is presented as an adjustment of the assets and liabilities held contracts.
f or sale. Implementation of IFRS 16 increased the right of use f acility assets by MNOK 74,7, of which MNOK 72,6 relates to f acilities and MNOK 2,1 to equipment.
IFRS 16 EFFECTS ON CONDENSED CONSOLIDATED STATETEMENT OF PROFIT & LOSS
| (NOK 000) | 1Q 2019 | IFRS 16 effects |
1Q 2019 - (IAS 17) |
1Q 2018 (IAS 17) |
||
|---|---|---|---|---|---|---|
| Total operation revenue | 50 209 | - | 50 209 | 60 869 | ||
| Raw materials | 34 694 | - | 34 694 | 42 643 | ||
| Other operating cost | 17 367 - | 150 | 17 517 | 13 589 | ||
| EBITDA | - | 1 851 | 150 - | 2 002 | 4 637 | |
| Depreciation | 670 | 148 | 522 | 384 | ||
| Operating income ( EBIT) | - | 2 520 | 2 - | 2 524 | 4 253 | |
| Financial income | 2 303 | - | 2 303 | 8 396 | ||
| Financial cost | - | 5 563 | 2 - | 5 561 | 8 592 | |
| Net finance | - | 3 261 - | 2 - | 3 263 - | 197 | |
| Profit/loss before tax | - | 5 781 | - - | 5 787 | 4 057 | |
| Tax | 10 | - | - | 1 156 | ||
| Profit/loss from continued business 1) | - | 5 791 | - - | 5 787 | 2 900 | |
| Profit/loss from discontinued business | 15 042 - | 770 | 14 272 - | 578 | ||
| Profit loss/ for the period | 9 250 | - | 9 250 | 2 422 | ||
| Total comprehensive income | - | 2 307 - | 770 - | 3 077 - | 17 724 | |
| 1) Prof it and loss ef f ects f rom IFRS 16 in discontinued operations in 1Q were a reduction of |
opex by | 4,1 MNOK, interest cost allocation of | MNOK 0,5 |
and depreciation of 5,4 MNOK. Currency ef f ects decreased the lease liability by MNOK 2,4.
IFRS 16 EFFECTS ON CONDENSED CONSOLIDATED STATETEMENT OF FINANCIAL POSITION
| (NOK 000) | 31.03.2019 | IFRS 16 effects |
31.03.19 - (IAS 17) |
1Q 2018 (IAS 17) |
|---|---|---|---|---|
| Intangible assets | 24 792 | - | 24 792 | 22 862 |
| Tangible assets 1) | 14 500 | 1 050 | 13 450 | 8 522 |
| Total fixed assets | 39 292 | 1 050 | 38 242 | 31 384 |
| Inventories | 815 | - | 815 | 596 |
| Total receivables | 88 130 | - | 88 130 | 146 867 |
| Bank deposits/ cash | 322 629 | - | 322 629 | 209 428 |
| Assets held for sale 2) | 1 814 052 | 69 822 | 1 744 230 | 1 855 348 |
| Total current assets | 2 225 626 | 69 822 | 2 155 804 | 2 212 239 |
| Total assets | 2 264 918 | 70 872 | 2 194 046 | 2 243 623 |
| Total equity | 516 948 | 770 | 516 178 | 534 735 |
| Provisions | - | - | - | 930 |
| Long term interest bearing debt 1) | - | - | - | - |
| Long term liabilities | - | - | - | 930 |
| Current interest bearing debt 1) | 270 045 | 1 050 | 268 995 | 326 045 |
| Current liabilities | 187 095 | - | 187 095 | 150 007 |
| Liabilities held for sale 2) | 1 290 830 | 69 052 | 1 221 778 | 1 231 605 |
| Total current liabilities | 1 747 970 | 70 102 | 1 677 868 | 1 707 958 |
| Total liabilities | 1 747 970 | 70 102 | 1 677 868 | 1 708 888 |
| Total equity and liabilities | 2 264 918 | 70 872 | 2 194 046 | 2 243 623 |
1) Lease liabilities in continued businesses have been classified as short term based on the remaining duration of the lease contracts. Implementation of IFRS 16 increased the right of use facility assets by MNOK 1,2. Interest bearing lease liability increased by MNOK 1,2.
2) Right of use assets and lease liabilities in discontinued businesses is presented as an adjustment of the assets and liabilities held for sale. Implementation of IFRS 16
increased the right of use facility assets by MNOK 74,7, of which MNOK 72,6 relates to facilities and MNOK 2,1 to equipment. Interest bearing lease liability increased by MNOK 74,7.

NOTE 10. SUBSEQUENT EVENTS
TTS Group ASA has been awarded two new contracts for cranes and ships equipment. Total value of the orders is approximately MNOK 37. The contracts are signed by two European shipyards and deliveries are expected to take place first half of 2020.
Additional information on subsequent events is available at www.newsweb.no – ticker TTS

APPENDIX 1. SHARE AND BOND HOLDERS
| Shareholders per 31.03.2019 | Shares | Share portion | |
|---|---|---|---|
| SKEIE TECHNOLOGY AS | *) | 22 655 763 | 25,7 % |
| RASMUSSENGRUPPEN AS | 11 512 506 | 13,1 % | |
| BARRUS CAPITAL AS | 5 803 500 | 6,6 % | |
| VINTERSTUA AS | 4 945 000 | 5,6 % | |
| SKEIE CAPITAL INVESTMENT AS | *) | 4 203 361 | 4,8 % |
| DNB MARKETS Aksjehandel | 3 470 704 | 3,9 % | |
| GMC JUNIOR INVEST AS | 1 825 000 | 2,1 % | |
| PIMA AS | 1 728 195 | 2,0 % | |
| FIRST PARTNERS HOLDING 16 AS | 1 495 275 | 1,7 % | |
| ITLUTION AS | 1 475 261 | 1,7 % | |
| AVANZA BANK | NOM | 1 208 699 | 1,4 % |
| TRAPESA AS | 1 206 351 | 1,4 % | |
| SKANDINAVISKA ENSKILDA BANKEN AB | 1 088 116 | 1,2 % | |
| SALT VALUE AS | 1 082 625 | 1,2 % | |
| TIGERSTADEN INVEST AS | 1 000 000 | 1,1 % | |
| TIGERSTADEN AS | 929 500 | 1,1 % | |
| LEOVILLE AS | 800 000 | 0,9 % | |
| ESPEDAL & CO AS | 743 557 | 0,8 % | |
| AVANT AS | 700 000 | 0,8 % | |
| SJAP AS | 670 000 | 0,8 % | |
| TRYM SKEIE | *) | 323 140 | 0,4 % |
| SKEIE CONSULTANTS AS | *) | 300 000 | 0,3 % |
| SKEIE ALPHA INVEST AS | *) | 250 000 | 0,3 % |
| OTHER | 18 657 917 | 21,2 % | |
| Total | 88 074 470 | 100,0 % | |
| *) Shares ow ned or controlled by members of the Skeie family, 27.732.264 shares representing 31,49 % of total shares. |
| Conversion | Share portion if | ||
|---|---|---|---|
| Bondholders as per. 31.03.2019 | rights | fully diluted | |
| MP PENSJON PK | 6 639 839 | 6,3 % | |
| SKEIE TECHNOLOGY AS | *) | 3 912 475 | 3,7 % |
| RBC INVESTOR SERVICES BANK S.A. | NOM | 1 750 503 | 1,7 % |
| SKEIE CONSULTANTS AS | *) | 1 207 243 | 1,1 % |
| TAMAFE HOLDING AS | *) | 804 829 | 0,8 % |
| SKEIE CAPITAL INVESTMENT AS | *) | 704 225 | 0,7 % |
| Other | 2 293 763 | 2,2 % | |
| 17 312 878 | 16,4 % |
*) Bonds owned or controlled by members of the Skeie familiy

APPENDIX 2. END NOTES
- [1] These are non-GAAP figures. Revenue recognition in BU RCN, BU MPG and BU OFF based on IAS 11 principles, as stated in SPA with Cargotec Oyj. Information on IFRS 15 adjusted numbers included in note 11.
- [2] Net-Interest Bearing Debt (NIBD) = Bank deposits less interest-bearing debt to financial institutions and bondholders.
- [3] Net working capital = Short term assets, less bank deposits, less short-term debt, plus short-term debt to financial institutions and bond-holders.
- [4] Continued business consists of BU SYS and TTS Group ASA (corporate functions), ref note 2 for more information on segments.
- [5] TTS Group Total represents both continued and discontinued businesses as described in note 2.
- [6] Discontinued business consists of RoRo/Cruise/Navy (BU RCN), Container/Bulk/Tank (BU CBT) Offshore (BU OFF) Multipurpose/General cargo (BU MPG) Services (BU SER), ref note 2 for more information on segments.