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Saga Pure — Interim / Quarterly Report 2018
Aug 31, 2018
3730_rns_2018-08-31_efea19b5-68cb-4f1b-bdb2-d887b5920bdd.pdf
Interim / Quarterly Report
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Q 2 201 8 REPORT
CONTENTS
FINANCIAL INFORMATION
Highlights > Responsibility Statement > Consolidated condensed statement of comprehensive income > Consolidated condensed statement of financial position > Consolidated condensed cash flow statement > Consolidated condensed statement of changes in equity > Notes to the financial statements >
HIGHLIGHTS
KEY FIGURES
| NOK 1000 | Apr-Jun 2018 | Apr-Jun 2017 | Jan-Jun 2018 | Jan-Jun 2017 |
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Operating revenues | 33 339 | 9 437 | 19 072 | 51 982 |
| Operating profit (-loss) before depreciation (EBITDA) (1) | 28 415 | 5 643 | 32 724 | 42 358 |
| Operating profit/(-loss) (EBIT) (2) | 27 682 | 4 964 | 31 259 | 41 041 |
| Net profit/(-loss) | 27 223 | 5 182 | 30 320 | 41 409 |
| Total comprehensive income | 27 223 | -37 819 | 29 913 | 18 613 |
| Value adjusted equity per share (NOK) (3) | 1,65 | 3,01 | 1,65 | 3,01 |
| Basic and diluted earnings per share NOK | 0,10 | 0,02 | 0,11 | 0,15 |
(1) EBITDA can be calculated from the statement of income by deducting interest income, interest expenses and depreciation from the profit/(loss) before taxes.
(2) EBIT can be calculated from the statement of income by deducting interest income and interest expenses from the profit/(loss) before taxes.
(3) Value adjusted equity has been calculated through application of market value for assets and liabilities traded in quoted markets, and book value for other assets and liabilities. As traded assets and liabilities are carried at fair value in the balancesheet, the VAE per share equals total equity excluding non-controlling interests per outstanding share.
RESULTS
Saga Tankers Group ("The Group") reports a net total comprehensive income for the second quarter 2018 of NOK 27.2 million. (NOK 29.9 million for first half year of 2018).
EBITDA for the second quarter was NOK 28.4 million. (NOK 31.3 million for first half year of 2018).
Earnings per share (EPS) for the second quarter were NOK 0.10. (NOK 0.11 for first half year of 2018).
The Group had an income of NOK 33.3 million in the second quarter. 4.9 million relatesto lease and operation of real estate, whilst 28.4 million stems from assets available for sale .
The average number of outstanding shares in the quarter was 266,149,831.
The Group's condensed unaudited financial statements for the second quarter of 2018 are enclosed.
Current Investments
The Group currently holds investments classified as financial assets available for sale with a fair value of NOK 373.1
million. The fair value of the investments by the end of second quarter is as follows:
SD Standard Dr. Plc NOK 176 million Pareto Bank ASA NOK 129 million Vistin Pharma ASA NOK 60 million Other investments NOK 8 million
Changes in market-value for these investments resulted in a gain of 28.4 million for the second quarter, some of which was realized through the sale of shares in Pareto Bank ASA.
Unrealized profits on available for sale assets until end of 2017 have been classified as other comprehensive income. Unrealized gain or loss from these investments has as of the first quarter of 2018 been classified as gain or loss directly on the profit and loss in accordance with the amendments of IFRS 9. Accumulated reserves as of end of 2017 has been reclassified from other comprehensive reserves to ordinary retained earnings in the equity without recycling trough profit and loss.
The investment in SD Standard Drilling Plc during first quarter is further described in note 3.
The Group has a cash holding of NOK 64.5 million at the end of second quarter.
Outlook
The Group has a solid investment portfolio and a strong balance sheet, enabling the company to continue to pursue attractive investment opportunities within the framework of industries it operates.
The Group expects the current market volatility to continue going forward, providing opportunities to create value through investments in assets, equity or debt.
FORWARD-LOOKING STATEMENTS
Matters discussed in this report may constitute forward looking statements. The forward looking statements in this report are based on various assumptions, many of which are based upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are difficult to predict and beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Oslo, 30 August 2018
The Board of Directors
RESPONSIBILITY STATEMENT
We confirm, to the best of our knowledge, that the financial statements for the period 1 January 2018 to 30 June 2018 have been prepared in accordance with IFRS, as adopted by the EU, and give a true and fair view of the Group and the Company's consolidated assets, liabilities, financial position and results of operations. Furthermore, we confirm that the Report of the Board provides a true and fair view of the development and performance of the business and the position of the Group and the Company, together with a description of the key risks and uncertainty factors that the Company is facing.
Oslo, 30 August 2018
The Board of Directors
Martin Nes Chairman
Yvonne Litsheim Sandvold Board member
Øystein Stray Spetalen Board member
Kristin Hellebust Board member
CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
| NOK 1000 | Apr-Jun 2018 | Apr-Jun 2017 | Jan-Jun 2018 | Jan-Jun 2017 |
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Other Income | 4 918 | 4 385 | 11 750 | 10 121 |
| Net gain/(-loss) from available for sale assets | 28 421 | 5 053 | 7 322 | 41 861 |
| Other gains/(-losses) | - | - | - | - |
| Operating revenues | 33 339 | 9 437 | 19 072 | 51 982 |
| General administrative expenses | 4 931 | 3 790 | 9 326 | 10 104 |
| Depreciation (note 5) | 733 | 678 | 1 465 | 1 318 |
| Net loss/(-gain) from available for sale assets | - | - | - | - |
| Operating expenses | 5 664 | 4 468 | 10 791 | 11 421 |
| Operating profit/(-loss) | 27 676 | 4 969 | 8 281 | 40 561 |
| Interest income | 3 6 |
613 | 7 0 |
1 165 |
| Interest expense | -496 | -396 | -1 010 | -797 |
| Other financial items | 7 | -4 | 407 | 480 |
| Net financial items | -453 | 213 | -532 | 848 |
| Share of profit from associates (note 3) | - | - | 22 570 | - |
| Taxes | - | - | - | - |
| Net profit/(-loss) | 27 223 | 5 182 | 30 320 | 41 409 |
| Change in available-for-sale assets | - | -43 001 | - | -22 313 |
| Exchange difference currency translations | - | - | -407 | -484 |
| Other comprehensive income | - | -43 001 | -407 | -22 797 |
| Total comprehensive income | 27 223 | -37 819 | 29 913 | 18 613 |
| Attributable to: | ||||
| Non-controlling interests | 176 | 298 | 1 536 | 1 321 |
| Shareholders' interests | 27 048 | -38 117 | 28 377 | 17 292 |
| Basic and diluted earnings per share NOK | 0,10 | 0,02 | 0,11 | 0,15 |
| Average number of shares in the period | 266 149 831 | 266 149 831 | 266 149 831 | 266 149 831 |
| Number of shares outstanding at period end | 266 149 831 | 266 149 831 | 266 149 831 | 266 149 831 |
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
| NOK 1000 | 30.06.2018 | 31.12.2017 |
|---|---|---|
| (unaudited) | (audited) | |
| ASSETS | ||
| Non-current assets | ||
| Available-for-sale financial assets (note 4) | 373 146 | 230 152 |
| Fixed assets (note 5) | 91 584 | 92 611 |
| Associates (note 3) | - | 139 323 |
| Total non-current assets | 464 730 | 462 085 |
| Current assets | ||
| Other current assets | 1 209 | 2 511 |
| Cash and equivalents | 64 506 | 27 084 |
| Total current assets | 65 716 | 29 594 |
| TOTAL ASSETS | 530 446 | 491 679 |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Share capital | 2 661 | 2 661 |
| Own shares | - | - |
| Other equity | 859 577 | 859 577 |
| Total paid-in-capital | 862 239 | 862 239 |
| Accumulated losses | -420 361 | -503 798 |
| Other components of equity | -2 648 | 52 413 |
| Non-controlling interests | 19 615 | 26 218 |
| Total equity | 458 845 | 437 071 |
| LIABILITIES | ||
| Non-current liabilities | ||
| Long-term interest bearing debt | 61 000 | 42 000 |
| Deferred tax | 241 | 241 |
| Total non-current liabilities | 61 241 | 42 241 |
| Current liabilities | ||
| Short-term interest bearing debt | 4 000 | 4 000 |
| Tax payable | 2 2 |
3 6 |
| Other current liabilities and accruals | 6 338 | 8 332 |
| Total current liabilities | 10 360 | 12 368 |
| Total liabilities | 71 601 | 54 609 |
| TOTAL EQUITY AND LIABILITIES | 530 446 | 491 679 |
CONSOLIDATED CONDENSED CASH FLOW STATEMENT
| NOK 1000 | Jan-Jun 2018 | Jan-Jun 2017 | Jan-Dec 2017 |
|---|---|---|---|
| (unaudited) | (unaudited) | (Audited) | |
| Profit before tax | 30 320 | 41 409 | 56 987 |
| Profitshare from associates | -22 570 | - | -4 006 |
| Depreciation (note 5) | 1 465 | 1 318 | 2 711 |
| Net loss/(-gain) from AVA asset | -7 322 | -41 861 | -54 621 |
| Other losses/(-gains) | - | - | - |
| Foreign exchange losses/(gains) | -401 | -480 | -480 |
| Interest paid | 448 | 1 571 | |
| Interest received | -34 | -1 833 | |
| Income tax paid | -14 | -45 | -14 |
| Increase/decrease receivables and prepayments | 1 301 | -703 | -1 885 |
| Increase/decrease payables and accruals | -1 994 | 139 | 2 387 |
| Net cash flow from operating activities | 1 199 | -223 | 817 |
| Investment in AVA Financial assets | -46 425 | -37 249 | -98 698 |
| Divestment in AVA Financial assets | 64 427 | 72 935 | 86 697 |
| Net divestment/(-investment) trading | 135 | - | - |
| Dividens received | 8 084 | - | - |
| Net cash effect disposal of subsidiaries | - | - | - |
| Interest received | 3 4 |
1 833 | |
| Investment in fixed assets | -438 | -1 225 | -5 809 |
| Net cash flow from investing activities | 25 816 | 34 461 | -15 978 |
| Repayments of long term borrowings | -5 000 | -2 000 | -4 000 |
| Drawdown long term borrowings | 24 000 | - | |
| Drawdown short term borrowings | - | - | |
| Interest paid | -448 | -1 571 | |
| Dividends paid to non-controlling interests | -8 139 | - | - |
| Acquisition of own shares | - | - | - |
| Distributions to controlling interests | - | - | -391 240 |
| Net cash flow from financing activities | 10 413 | -2 000 | -396 811 |
| Net change in cash and cash equivalents | 37 428 | 32 238 | -411 972 |
| Cash and equivalents at beginning of period | 27 084 | 439 060 | 439 060 |
| Net cash in merger at carryover basis | - | - | - |
| Net foreign exchange differences (unrealised) | -6 | -5 | -5 |
| Cash and equivalents at end of period | 64 506 | 471 293 | 27 084 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Jan-Jun 2018 (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Exchange | ||||||||
| Issued | Own | Other | Accumulated | Available for sale |
difference currency |
Non controlling |
||
| NOK 1000 | capital | shares | equity | losses | reserve | translations | interests | Total |
| Equity as of 31 December | ||||||||
| 2017 - as previously | ||||||||
| reported | 2 661 | - | 859 577 | -503 799 | 54 654 | -2 241 | 26 218 | 437 071 |
| Changes in accounting | ||||||||
| principles IFRS 9 - Note 1 | 54 654 | -54 654 | ||||||
| Equity as at 1 January 2018 | 2 661 | - | 859 577 | -449 144 | - | -2 241 | 26 218 | 437 071 |
| Net profit/(-loss) | - | - | - | 28 783 | 1 536 | 30 320 | ||
| Other comprehensive | ||||||||
| income | - | - | - | -407 | -407 | |||
| Total comprehensive | ||||||||
| income | - | - | - | 28 783 | - | -407 | 1 536 | 29 913 |
| Dividens to non | ||||||||
| controlling interests | -8 139 | -8 139 | ||||||
| Equity per ending balance | ||||||||
| 30 June 2018 | 2 661 | - | 859 577 | -420 361 | - | -2 648 | 19 615 | 458 845 |
| Jan-Dec 2017 (Audited) | ||||||||
| Exchange | ||||||||
| Available | difference | Non | ||||||
| NOK 1000 | Issued capital |
Own shares |
Other equity |
Accumulated losses |
for sale reserve |
currency translations |
controlling interests |
Total |
| Equity as at 1 January 2017 | 286 733 | -20 583 | 987 329 | -558 149 | 90 917 | -2 164 | 23 685 | 807 768 |
| Net profit/(-loss) | - | - | - | 54 350 | 2 533 | 56 883 | ||
| Other comprehensive | ||||||||
| income | - | - | - | -36 263 | -78 | -36 340 | ||
| Total comprehensive | ||||||||
| income | - | - | - | 54 350 | -36 263 | -78 | 2 533 | 20 543 |
| Cancellation of own shares | -20 583 | 20 583 | - | - | - | - | - | - |
| Dividends/repayment to | ||||||||
| shareholders | -263 488 | - | -127 752 | - | - | - | - | -391 240 |
| Equity per ending balance | ||||||||
| 31 December 2017 | 2 661 | - | 859 577 | -503 799 | 54 654 | -2 241 | 26 218 | 437 071 |
NOTES
NOTE 1 – BASIS FOR PREPARATION
The Company's condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as approved by the EU and requirements in the Norwegian Securities Trading Act. This condensed interim financial statement for the first quarter is adopted by the Board of Directors on 30 August 2018.
The accounting policies adopted in the preparation of the condensed interim financial statements are consistent with those presented in the Annual Report of 2017, with the exception of Available for sale financial assets are measured at fair value. Changes in fair value are now booked directly on the profit and loss, whereas former booked as other comprehensive income provided that no impairment is present. This is in accordance with the amendments in IFRS 9, and the anticipated changes has been described in the annual report. Reserves from other comprehensive income has as of 1 January 2018 been reclassified from Other comprehensive income reserves, to retained earnings in the equity as illustrated in the consolidated statement of changes in equity. These reserves has therefore not been, nor will ever be, recycled over the profit & loss.
Foreign currency
The financial statements are presented in NOK. NOK is also the functional currency for all the subsidiaries in the Group.
NOTE 2 – OPERATING SEGMENTS
The management monitors the net income from investments in financial assets and liabilities, and the revenues from lease and operation of property on a separate basis.
| Jan-Jun 2018 | Jan-Jun 2017 | Jan-Dec 2017 | |
|---|---|---|---|
| NOK 1000 | |||
| Net income financial assets | 7 322 | 41 861 | 54 621 |
| Revenues from lease and operation of property | 11 250 | 9 959 | 18 357 |
| Other income | 500 | 162 | 1 001 |
NOTE 3 – ASSOCIATES
| NOK 1000 | SD Standard Drilling Plc |
|---|---|
| Carrying amount, 31 December 2017 | 139 323 |
| Share of profit from associates (gain on reclassification) | 22 570 |
| Reclassified to Available-for-sale financial assets* | -161 893 |
| Carrying amount, 30 June 2018 | - |
* The Group held 20.22 % of the outstanding shares in SD Standard Drilling Plc as per end of 2017. On the basis of the significant influence the Group through its ownership could impose, the investment was acknowledged as an associated company. During first quarter of 2018, SD Standard Drilling Plc has completed an equity issues. Although the Group has participated in the issuance, the Group only holds 18.375 % of the outstanding shares at the end of first quarter. The Group has assessed that it now longer imposes significant influence towards the investment. Based on this assessment the investment has been reclassified from Associated to Available-for-sale financial assets.
NOTE 4 – AVAILABLE-FOR-SALE FINANCIAL ASSETS
| 30 Jun 2018 | 31 Dec 2017 | ||
|---|---|---|---|
| NOK 1000 | |||
| At 1 January | 230 152 | 298 480 | |
| Additions | 46 425 | 98 698 | |
| Unrealized gain/(loss) | -22 501 | - | |
| Impairment | - | -3 388 | |
| Increase/(Decrease) in value recognized as other comprehensive income | - | -36 263 | |
| Reclassified as associates | - | -132 525 | |
| Reclassified from associates due to dilution and loss of significant influence | 161 893 | 36 223 | |
| Disposals | -42 822 | -31 074 | |
| Total | 373 146 | 230 152 | |
| Available-for-sale financial assets include the following: | |||
| Fair value hierarchy | 30 Jun 2018 | 31 Dec 2017 | |
| Listed shares | Level 1 | 365 557 | 224 936 |
| Non-listed shares | Level 2 | 7 589 | 5 216 |
| Total | 373 146 | 230 152 |
The entire change in available-for-sale financial assets during the quarter relates to financial instruments that fall within the level 1 category of the fair value hierarchy. The fair value hierarchy is described below.
Fair value hierarchy
The group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
- Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
- Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.
- Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data, for example discounted cash flow technique.
The financial assets are denominated in NOK and are measured at fair value. Listed shares are valued at values quoted in active markets as of 30 June 2018.
NOTE 5 – FIXED ASSETS
| Capitalized | |||||
|---|---|---|---|---|---|
| Machinery & | costs - work in | ||||
| Bulidings | equipement | progress | Land | Total | |
| 2018 | |||||
| NOK 1000 | |||||
| Aquisition cost, opening balance 01.01.18 | 97 259 | 4 436 | 3 8 |
199 | 101 931 |
| Acquisitions during the period | 133 | 306 | - | - | 438 |
| Diposals during the period | - | - | - | - | - |
| Aquisition cost at 30.06.18 | 97 391 | 4 742 | 3 8 |
199 | 102 370 |
| Accumulated depreciation, opening balance | |||||
| 01.01.18 | -7 961 | -1 360 | - | - | -9 321 |
| Depreciation | -923 | -542 | - | - | -1 465 |
| Accumulated depreciation disposed assets | - | - | - | - | - |
| Accumulated depreciation at 30.06.18 | -8 884 | -1 902 | - | - | -10 786 |
| Net book value at 30.06.18 | 88 508 | 2 839 | 3 8 |
199 | 91 584 |
| Capitalized | |||||
|---|---|---|---|---|---|
| Machinery & | costs - work in | ||||
| Bulidings | equipement | progress | Land | Total | |
| 2017 | |||||
| NOK 1000 | |||||
| Aquisition cost, opening balance 01.01.17 | 91 529 | 4 357 | 3 8 |
199 | 96 122 |
| Acquisitions during the period | 5 730 | 7 9 |
- | - | 5 809 |
| Diposals during the period | - | - | - | - | - |
| Aquisition cost at 31.12.17 | 97 259 | 4 436 | 3 8 |
199 | 101 931 |
| Accumulated depreciation, opening balance | |||||
| 01.01.17 | -5 441 | -1 169 | - | - | -6 609 |
| Depreciation | -2 520 | -192 | - | - | -2 711 |
| Accumulated depreciation disposed assets | - | - | - | - | - |
| Accumulated depreciation at 31.12.17 | -7 961 | -1 360 | - | - | -9 321 |
| Net book value at 31.12.17 | 89 298 | 3 075 | 3 8 |
199 | 92 611 |
NOTE 6 – 20 LARGEST INVESTORS
| Of total | |
|---|---|
| 03.07.2018 NAME | shares |
| 1 *ØYSTEIN STRAY SPETALEN | 64,94 % |
| 2 TORSTEIN INGVALD TVENGE | 3,76 % |
| 3 APOLLO ASSET LIMITED | 3,49 % |
| 4 PARK LANE FAMILY OFFICE AS | 2,71 % |
| 5 TANJA A/S | 2,16 % |
| 6 BORGEN INVESTMENT GROUP NORWAY AS | 1,88 % |
| 7 EUROCLEAR BANK S.A./N.V. | 1,80 % |
| 8 BJØRN BAKKEN | 1,56 % |
| 9 UTHALDEN AS | 1,46 % |
| 1 0 PORTIA AS |
1,39 % |
| 1 1 TIGERSTADEN AS |
1,28 % |
| 1 2 DNB NOR MARKETS, AKSJEHAND/ANALYSE |
1,06 % |
| 1 3 WIECO AS |
0,96 % |
| 1 4 SKØIEN AS |
0,75 % |
| 1 5 BJØRN HÅVARD BRÆNDEN |
0,71 % |
| 1 6 STATE STREET BANK AND TRUST COMP |
0,66 % |
| 1 7 KRISTIAN HODNE AS |
0,66 % |
| 1 8 SILVERCOIN INDUSTRIES AS |
0,65 % |
| 1 9 VALHALL INVEST AS |
0,61 % |
| 2 0 BJØRN OLSEN |
0,45 % |
| Total | 92,94 % |
* Controlled by board member Øystein Stray Spetalen.
SAGA TANKERS ASA Sjølyst Plass 2 0278 Oslo
INVESTOR RELATIONS Phone: +47 23 01 49 14 e-mail: [email protected]
www.sagatankers.com