Earnings Release • Aug 8, 2017
Earnings Release
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"We are pleased to see the improved results, driven by an increase in transported volumes for the ocean business and reduced costs. On the other hand, we are still faced with pressure on rates. We have completed the organizational restructuring, and together with initial procurement initiatives we can confirm approximately half of the targeted annualized synergies, which will gradually come into effect."
The EBITDA for the second quarter 2017 adjusted for extraordinary items ended at USD 188 million, an improvement of 32% compared with previous quarter.
| WWL ASA | WWL ASA Proforma 1) WWASA 2) |
||||
|---|---|---|---|---|---|
| USD million | Q2 2017 | Q1 2017 | Q2 2016 | Q1 2017 | Q2 2016 |
| Total income | 912 | 890 | 919 | 82 | 456 |
| EBITDA | 106 | 143 | 162 | 53 | 425 |
| EBIT | 23 | 60 | 80 | 33 | 405 |
| Net profit 3) | (25) | 30 | 49 | 26 | 392 |
| EPS | (0.06) | 0.07 | 0.12 | 0.12 | 1.78 |
| Net interest-bearing debt | 3 171 | 3 161 | n/a | 996 | 1 019 |
| ROCE | 6.0 | n/a | n/a | n/a | n/a |
| Equity ratio | 34.7% | n/a | n/a | 49.6% | 44.9% |
1) WWL ASA pre-merger proforma accounts are prepared as if the merger had taken place Jan 1st 2016 and adjusted for demerger of Treasure ASA and VSA acquisition as well as inclusion of SG&A costs in WallRoll AB.
2) Official accounts, equity consolidation
3) After tax and non-controlling interests
4) ROCE calculated as annualized EBIT adjusted for extraordinary items minus restructuring costs divided by average CE in the quarter
On April 4 th 2017, the merger between Wilh. Wilhelmsen ASA and WallRoll AB was completed, with Wilh. Wilhelmsen ASA as the surviving company, renamed to Wallenius Wilhelmsen Logistics ASA (WWL ASA). Historical figures used for comparison with the second quarter below are the proforma WWL ASA figures.
Total income for WWL ASA was USD 912 million in the second quarter, up 2% from WWL ASA proforma first quarter of 2017. Income for the second quarter includes a non-recurring accounting item of USD 62 million related to loss on previously held equity interests in Joint Ventures as a consequence of the merger transaction where the accounting principle changed from equity accounting to full consolidation of the acquired subsidiaries at fair market value. Adjusted for the merger accounting loss, total income was USD 974 million, up 9% from previous quarter.
Total EBITDA ended at USD 106 million in the second quarter, down 26% from USD 143 million in the previous quarter. However, the second quarter of 2017 included negative extraordinary items of USD 82 million related to the merger, including the USD 62 million noncash loss on previously held interest in Joint Ventures, and organizational restructuring costs of USD 20 million. EBITDA adjusted for these items came in at USD 188 million, which is an underlying improvement of 32% compared with previous quarter. The improved performance is driven by an improvement in ocean volumes, reduced SG&A cost and lower net bunker costs. In addition, the results were supported by retroactive contracting revenues related to the US flag operation.and improved results from the landbased business
Furthermore, approximately half of the targeted annualized synergies have been confirmed through actions related to the organisational restructuring and procurement of which USD 5 million was already realized in the second quarter (annualized effect of USD 20 million). The remaining part of the synergies already confirmed will gradually come into effect during the next 3-9 months. The USD 100 million synergy target to be realized 2019 is maintained.
Net financial expenses were USD 41 million for the second quarter with a net interest expense of USD 39 million, in line with the previous quarter. There was only moderate impact from market movements in FX and interest rate during the quarter. The group recorded a tax expense of USD 3 million in the second quarter, stable compared with previous quarter.
Net loss after non- controlling interests amounted to USD 25 million for the second quarter compared with a gain of USD 30 million in the previous quarter. Adjusted for non-recurring items of 82 million, there was a net profit for the quarter of USD 57 million.
The Return on Capital employed (ROCE) in the second quarter was 6.0%.
The equity ratio of WWL ASA is 34.7% which is somewhat higher than the proforma balance sheet earlier presented for WWL ASA. The improvement is primarily due to final assessment of the purchase consideration and resulting increase in goodwill element.
Cash and cash equivalents in WWL ASA by the end of the second quarter was USD 755 million. In addition, WWL ASA has approximately USD 220 million in undrawn credit facilities. Previous year cash equivalents included current financial investments which were realized in the first half of 2017 on account of the merger. Net interest-bearing debt in WWL ASA was USD 3 171 million at the end of the second quarter, reflecting the debt from the acquired legal entities.
WWL ASA has 4 vessels on order and the outstanding instalmentsfor these vessels is USD 170 million. The vessels have been financed through regular bank facilities.
The June 20th Annual General meeting resolved not to pay dividend for fiscal year 2016, in line with proposal from the WWL ASA board of directors.
Underlying performance (EBITDA) improved by 32% quarter on quarter primarily driven by a 12% increase in transported volumes.
| WWL ASA | WWL ASA Proforma1) | WWASA | |||
|---|---|---|---|---|---|
| USD million | Q2 2017 | Q1 2017 | Q2 2016 | Q1 2017 | Q2 2016 |
| Total income | 798 | 719 | 759 | 77 | 79 |
| EBITDA | 145 | 123 | 142 | 51 | 51 |
| EBIT | 73 | 45 | 71 | 30 | 32 |
| 2) Volume ('000 cbm) |
17 773 | 15 861 | 16 758 | 15 861 | 16 758 |
| High & Heavy share | 24.8% | 23.2% | 24.2% | 23.2% | 24.2% |
1) WWL ASA pre-merger proforma accounts are prepared as if the merger had taken place Jan 1st 2016 and adjusted for demerger of Treasure ASA and VSA acquisition as well as inclusion of SG&A costs in WallRoll AB.
2) Prorated volumes
Total income for the ocean segment was USD 798 million in the second quarter, up 11% compared with first quarter of 2017 driven by increase in transported volumes
Total EBITDA ended at USD 145 million in the second quarter, up 18% from USD 123 million in the previous quarter. However, the second quarter of 2017 included extraordinary costs of USD 17 million related to the organizational restructuring. EBITDA adjusted for the extraordinary costs came in at USD 162 million, which is an underlying improvement of 32% compared with previous quarter.
The improved result is largely driven by an increase in transported volumes and reduced SG&A and net bunker cost. In addition, the results were supported by retroactive contracting revenues related to the US flag operation.
WWL ASA operated ca 20% of the global car carrier fleet with a combined lifting capacity of 869 000 CEU. The company operated 127 vessels in the second quarter, whereof 77 vessels were owned by group companies. One Post-Panamax vessel, Morning Prosperity, was delivered for EUKORs account and two vessels were redelivered to external owners.
There are currently four Post-Panamax vessels under construction with a lifting capacity of approximately 8 000 CEU each. One vessel is expected to enter service in 2017, two in 2018 and one is scheduled for delivery in early 2019. The group has 18 vessels on short term charter arrangements and has the flexibility to redeliver three vessels by the end of 2017.
EBITDA was up USD 4 million or 21% since the previous quarter, driven by improved results for both the technical and terminal services businesses.
| WWL ASA | WWL ASA Proforma1) | WWASA | |||
|---|---|---|---|---|---|
| USD million | Q2 2017 | Q1 2017 | Q2 2016 | Q1 2017 | Q2 2016 |
| Total income | 192 | 186 | 176 | 5 | 2 |
| EBITDA | 26 | 22 | 22 | 5 | 2 |
| EBIT | 15 | 12 | 12 | 5 | 2 |
1) WWL ASA pre-merger proforma accounts are prepared as if the merger had taken place Jan 1st 2016 and adjusted for demerger of Treasure ASA and VSA acquisition as well as inclusion of SG&A costs in WallRoll AB.
The total income and EBITDA for the landbased business were USD 192 million and USD 26 million respectively. However, the second quarter of 2017 included extraordinary costs of USD 1 million related to the organizational restructuring. EBITDA adjusted for the extraordinary costs came in at USD 27 million, which is an underlying improvement of 21% compared with previous quarter. The positive development in the landbased business continued and was mainly driven by technical and terminal services.
The continued strong performance for technical services was the result of stable volumes in a declining market and an increase in value-adding services for VSA in the US – the largest entity in the land based segment. In line with slowing US auto sales, the build-up of auto inventories in the US continued in Q2 2017.
Terminals showed improved performance in line with overall ocean volumes with the terminals in Baltimore, Port Hueneme, Pyeoengtaek and Zeebrugge as the main positive contributors. The terminal results were negatively impacted by planned low volumes as part of the start-up of MIRRAT in Australia (which will be fully operational from 2018) and lower volumes for Southampton.
The technical services and inland distribution portfolio in APAC also had a positive development in the second quarter, in particular for the Chinese inland distribution and the Australian technical services entities, mostly due to a combination of higher volumes and improved efficiencies and improved cost control.
The EBITDA for the First Half Year 2017 adjusted for extraordinary items ended at USD 331 million, an improvement of 10% compared with same period previous year.
| WWL ASA Proforma 1) | WWL ASA / WWASA 2) | |||||
|---|---|---|---|---|---|---|
| USD million | st Half 2017 1 |
st Half 2016 1 |
st Half 2017 1 |
st Half 2016 1 |
||
| Total income | 1 802 | 1 794 | 994 | 627 | ||
| EBITDA | 249 | 301 | 159 | 562 | ||
| EBIT | 83 | 139 | 56 | 523 | ||
| Net profit 3) | 5 | 53 | 1 | 496 | ||
| EPS | 0.01 | 0.12 | 0.00 | 2.26 | ||
| Net interest-bearing debt | 3 171 | 3 161 | 3 171 | 1 019 | ||
| Equity ratio | 34.7% | n/a | 34.7.0% | 44.9% |
1) WWL ASA pre-merger proforma accounts are prepared as if the merger had taken place Jan 1st 2016 and adjusted for demerger of Treasure ASA and VSA acquisition as well as inclusion of SG&A costs in WallRoll AB.
2) Official accounts, equity consolidation
3) After tax and non-controlling interests
On April 4th 2017, the merger between Wilh. Wilhelmsen ASA and WallRoll AB was completed, with Wilh. Wilhelmsen ASA as the surviving company, renamed to Wallenius Wilhelmsen Logistics ASA (WWL ASA). Historical figures used for comparison with the second quarter below are the proforma WWL ASA figures.
Total income for WWL ASA was USD 1 802 million in the first half of 2017, on par with WWL ASA proforma first half of 2016. Income for the first half of 2017 includes a non-recurring accounting item of USD 62 million related to loss on previously held equity interests in JVs, as a consequence of the merger transaction. Adjusted for the merger accounting loss, total income was USD 1 864 million, up 4% from same period previous year.
Total EBITDA ended at USD 249 million in the first half of 2017, down 17% from USD 301 million in the same period previous year. However, the first half of 2017 included negative extraordinary items of USD 82 million related to the merger, including the USD 62 million merger related loss deducted from total income, and organizational restructuring costs of USD 20 million. EBITDA adjusted for these items came in at USD 331 million, which is an underlying improvement of 10% compared with same period previous year. The improved performance is driven by an improvement in transported volumes, reduced SG&A costs, the US flag operations, as well as improved results from the landbased business.
The group recorded a tax expense of USD 2 million in the first half of 2017, stable compared with same period previous year. Net loss after non- controlling interests amounted to USD 25 million for the first half of 2017. Adjusted for non-recurring items of 82 million, there was a net profit for the quarter of USD 57 million.
Overall, the market developed positively in the period with a growth of 1% for light vehicles compared with the corresponding period last year. High & heavy markets continue to show signs of having bottomed out in most regions.
In key markets, total light vehicle (LV) sales in the second quarter increased by 1.0% compared with the corresponding period last year and declined 1.7% compared with first quarter 2017. The sales rate for the first six months of 2017 indicated annual global sales of 94 million units.
Source: IHS Markit
Sales in the US continued the soft development,
but were up 11.1% quarter on quarter (q-o-q) due to seasonality while down 1.4% year on year (y-oy). Despite softer sales, the absolute sales figures are still strong. Sales in Western Europe are marginally up in the second quarter y-o-y (0.2%), but down 0.9% q-o-q.
The Chinese LV market showed a marginal growth in the second quarter y-o-y (up 0.6%), but down 8.4% q-o-q due to less favourable (tax) incentives being implemented. Both the Russian (+15.6% y-oy and +26.3% q-o-q) and the Brazilian (+6.8% y-o-y and +13.0% q-o-q) market continued to show a positive development in the second quarter.
Total exports in the second quarter were at the same level (-0.1%) as the corresponding period last year and increased 1.6% compared with the first quarter. Exports out of NAFTA in the second quarter increased 4.2% y-o-y and 0.6% q-o-q as Mexican exports are ramping up. European exports were up 1.1% y-o-y and 3.0% q-o-q in the second quarter. Japanese exports in the second quarter was up 3.6% q-o-q and marginally down (-0.1%) y-
o-y. Exports out of South Korea declined 7.1% y-o-y as exports to North America and Middle East dragged the figure down, while q-o-q volumes were up 6.9%.
After years of falling sales, the global construction equipment market has been showing early signs of recovery in 2017. While the large OEMs have reported improving demand for construction equipment in most regions in the second quarter, the most encouraging development so far this year has been an Asian market propelled by very buoyant sales in China.
The mining segment appears to have reached the bottom of the severe, four-year contraction in large mining equipment deliveries. The slow recovery that started in the last two quarters of 2016 has continued into 2017, albeit with reduced momentum. However, the increase in mining shipments is mainly driven by intraregional shipments of smaller machines in Europe (Russia) and South Asia. The OEMs
Mining shipments (index 100 = 2007)
(Original Equipment Manufacturer) are reporting improving sales, but the uptick is so far currently largely attributable to aftermarket activity.
Global sales of agricultural equipment have shown modest signs of improvement in the first half of this year, but sales in several geographical regions remain soft. South American sales have picked up strongly from very depressed levels, while the North American market is seeing yet another challenging quarter come to an end.
The global car carrier (excl. ConRo) fleet totalled 735 vessels with a capacity of 3.9M CEU at the end of the second quarter
During the second quarter, five vessels were delivered and seven vessels were sold for recycling resulting in a net decrease of two vessels.
The current global order book counts ~40 vessels representing 7-8% of global fleet capacity. No new orders or negotiations to postpone deliveries and/or cancel vessels were reported, but four newbuilding's were converted to tankers during the second quarter in the second quarter.
Slight worsening of the health and safety index in the second quarter compared with previous quarter, whilst transport efficiency improved.
The second quarter saw four incidents in 3.6 million exposure hours. This is the same number of incidents as in Q1, but with 12% fewer exposure hours.
Incidents include a fatality onboard M/V Tamerlane during loading operations in port. An analysis of the cause has been undertaken and
updated instructions have been issued to all fleet vessels to prevent recurrence.
For the second quarter, the fleets relative CO2 emissions came to 33.3 grams of CO2 per cargo tonne-kilometre, an improvement in transport efficiency of 7% compared with the previous quarter.
1 209 1 221 1 200 1 205 1 210 1 215 1 220 1 225 Q2 2017 Q1 2017 Tonnes CO2 (Ocean)
The group is through its global operation within ocean transportation and landbased services for the car and ro-ro industry exposed to market, operational and financial risks.
Risk evaluation is integrated in all business operations at group and operational level. WWL ASA has well established internal control systems for handling commercial, financial and operational risks. The WWL ASA group is, through its global operation within ocean transportation and landbased services to the car and ro‐ro industry, exposed to certain market, operational and financial risks as described in the WWASA Annual report 2016 (which is still valid). For a thorough explanation of the risk factors, please refer to pages 21‐22 and note 13, page 83‐87.
Approximately USD 310 million in provisions remain to cover potential extraordinary costs in jurisdictions with ongoing anti-trust proceedings, of which Europe is the main outstanding jurisdiction. The ongoing investigations of WWL and EUKOR are confidential and WWL ASA is therefore not able to provide detailed comments. The processes are expected to continue to take time, but further clarifications are expected by late 2017 or early 2018.
In June 2017 WWL AS reached settlement with Mexico's Federal Economic Competition Commission (COFECE), agreeing to pay a fine of USD 4 million. WWL AS had made a provision for the outcome of the investigation in 2016. Consequently, the fine did not have a profit and loss effect for 2017.
The board expects the merger to have a positive impact on WWL ASA profitability. The organizational restructuring is completed and realization of synergies are well under way, but the remaining synergies will take more time to achieve. The USD 100 million target is maintained with full effect from 2019.
Even if this will positively impact the business, the board remains cautious about the outlook as the recovery in the high & heavy segment remains slow and no significant improvement for large mining shipments is expected before 2019. In addition, continued rate pressure combined with some overcapacity in the market will continue to put pressure on the ocean segment
We confirm, to the best of our knowledge, that the condensed set of financial statements for the period 1 January to 30 June 2017 have been prepared in accordance with IAS 34 – Interim Financial Reporting, and gives a true and fair view of the group's assets, liabilities, financial position and profit as a whole.
We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the first six months of the financial year and their impact on the set of financial statements, a description of the principal risks and uncertainties for the remaining six months of the financial year, and major related parties' transactions.
Forward-looking statements presented in this report are based on various assumptions. The assumptions were reasonable when made, but are inherently subject to uncertainties and contingencies that are difficult or impossible to predict. WWL ASA cannot give assurances that expectations regarding the outlook will be achieved or accomplished.
| USD mill | Notes | 01.04-30.06 | 01.04-30.06 | YTD | YTD | Full year |
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2016 | ||
| Operating revenue | 974 | 65 | 1 033 | 135 | 257 | |
| Share of profit/(loss) from joint ventures and associates | 15 | 14 | 118 | 119 | ||
| Loss on previously held equity interest | (62) | (62) | ||||
| Gain on sale of assets | 2 | 375 | 9 | 375 | 375 | |
| Total income | 912 | 456 | 994 | 627 | 751 | |
| Operating expenses | ||||||
| Operating expenses | (806) | (30) | (835) | (64) | (130) | |
| Operating profit before depreciation, amortisation and | ||||||
| impairment (EBITDA) | 106 | 425 | 159 | 562 | 620 | |
| Depreciation and amortisation | 3 | (83) | (20) | (103) | (40) | (81) |
| Operating profit/(loss) (EBIT) | 23 | 405 | 56 | 523 | 539 | |
| Financial income/(expenses) - net | 4 | (41) | (15) | (49) | (25) | (17) |
| Profit/(loss) before tax | (17) | 391 | 7 | 498 | 522 | |
| Tax income/(expense) | 6 | (3) | 1 | (2) | (2) | (22) |
| Profit/(loss) for the period | (20) | 392 | 5 | 496 | 500 | |
| Profit/(loss) for the period attributable to: | ||||||
| Owners of the parent | (25) | 392 | 1 | 496 | 500 | |
| Non-controlling interests | 4 | 4 | ||||
| Basic and diluted earnings per share (USD) | 7 | (0.06) | 1.78 | 0.00 | 2.26 | 2.27 |
| USD mill | Notes | 01.04-30.06 2017 |
01.04-30.06 2016 |
YTD 2017 |
YTD 2016 |
Full year 2016 |
|---|---|---|---|---|---|---|
| Profit/(loss) for the period | (20) | 392 | 5 | 496 | 500 | |
| Other comprehensive income: | ||||||
| Items that may be subsequently reclassified to the income | ||||||
| statement | ||||||
| Cash flow hedges, net of tax | (1) | 6 | (2) | 8 | 12 | |
| Currency translation adjustment and recycling of currency | ||||||
| translation adjustment related to previously equity | ||||||
| investment | 17 | (0) | 19 | 1 | (2) | |
| Items that will not be reclassified to the income statement | ||||||
| Remeasurement pension liabilities, net of tax | 0 | 0 | 0 | 0 | 1 | |
| Other comprehensive income, net of tax | 16 | 6 | 17 | 9 | 10 | |
| Total comprehensive income for the period | (5) | 398 | 22 | 505 | 510 | |
| Total comprehensive income attributable to: | ||||||
| Owners of the parent | (10) | 398 | 17 | 505 | 510 | |
| Non-controlling interests | 5 | 5 | ||||
| Total comprehensive income for the period | (5) | 398 | 22 | 505 | 510 |
The above consolidated income statement and comprehensive income should be read in conjunction with the accompanying notes.
| USD mill | Notes | 30.06.2017 | 30.06.2016 | 31.12.2016 |
|---|---|---|---|---|
| ASSETS | ||||
| Non current assets | ||||
| Deferred tax assets | 81 | 77 | 55 | |
| Goodwill and other intangible assets | 3 | 683 | 6 | 6 |
| Investments in vessels and other tangible assets | 3 | 5 543 | 1 913 | 1 879 |
| Pension assets | 2 | |||
| Investments in joint ventures and associates | 1 | 761 | 768 | |
| Other non current assets | 84 | 1 | 1 | |
| Total non current assets | 6 394 | 2 759 | 2 708 | |
| Current assets | ||||
| Current financial investments | 256 | 202 | ||
| Other current assets | 589 | 21 | 22 | |
| Cash and cash equivalents | 755 | 150 | 81 | |
| Total current assets | 1 344 | 427 | 305 | |
| Total assets | 7 738 | 3 186 | 3 013 | |
| EQUITY and LIABILITIES Equity Share capital Retained earnings and other reserves |
7 | 28 2 423 |
16 1 414 |
16 1 419 |
| Total equity attributable to owners of the parent | 2 451 | 1 430 | 1 435 | |
| Non-controlling interests | 232 | |||
| Total equity | 2 683 | 1 430 | 1 435 | |
| Non current liabilities | ||||
| Pension liabilities | 78 | 43 | 40 | |
| Deferred tax liabilities | 126 | |||
| Non current interest-bearing debt | 9 | 3 424 | 1 245 | 1 205 |
| Other non current liabilities Total non current liabilites |
127 3 755 |
168 1 456 |
128 1 374 |
|
| Current liabilities | ||||
| Current income tax liabilities | 17 | 7 | 7 | |
| Public duties payable | 4 | 1 | 1 | |
| Other current liabilities | 1 280 | 292 | 197 | |
| Total current liabilities | 1 301 | 300 | 204 | |
| Total equity and liabilities | 7 738 | 3 186 | 3 013 |
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
| USD mill | Note | 01.04-30.06 | 01.04-30.06 | YTD | YTD | Full year |
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2016 | ||
| Cash flow from operating activities | ||||||
| Profit/(loss) before tax | (17) | 391 | 7 | 498 | 522 | |
| Financial (income)/expenses | 41 | 15 | 49 | 25 | 17 | |
| Depreciation/impairment | 3 | 83 | 20 | 103 | 40 | 81 |
| (Gain)/loss on sale of tangible assets | (9) | 3 | 3 | |||
| (Gain)/loss on demerger | (375) | (375) | (375) | |||
| Loss on previously held equity interest | 62 | 62 | ||||
| Other change in working capital | 21 | 29 | (2) | 29 | 17 | |
| Share of (profit)/loss from joint ventures and associates | (3) | (15) | (17) | (118) | (119) | |
| Dividend received from joint ventures and associates | 53 | 53 | 64 | |||
| Net cash flow provided by/(used in) operating activities | 186 | 117 | 193 | 155 | 211 | |
| Cash flow from investing activities | ||||||
| Proceeds from sale of tangible assets | 54 | 13 | 13 | |||
| Investments in vessels, other tangible and intangible assets | 3 | (48) | (130) | (48) | (142) | (149) |
| Proceeds from sale of financial investments | 150 | 33 | 218 | 46 | 117 | |
| Investments in financial investments | (42) | (15) | (59) | (79) | ||
| Interst and dividend (financial investments) received | 1 | 2 | 3 | |||
| Net cash flow provided by/(used in) investing activities | 102 | (138) | 209 | (139) | (95) | |
| Cash flow from financing activities | ||||||
| Proceeds from issue of debt | 131 | 160 | 131 | 160 | 248 | |
| Repayment of debt | (206) | (31) | (260) | (69) | (258) | |
| Loan to related party | (15) | (15) | ||||
| Interest paid including interest derivatives and realised financial | ||||||
| derivatives | (49) | (27) | (69) | (48) | (115) | |
| Dividend to shareholders/ demerger Den Norske Amerikalinje AS | (17) | (17) | (17) | |||
| Net cash flow provided by/(used in) financing activities | (139) | 84 | (214) | 26 | (143) | |
| Net increase in cash and cash equivalents | 149 | 63 | 189 | 42 | (27) | |
| Cash and cash equivalents, excluding restricted cash, at beginning of | ||||||
| period | 121 | 87 | 81 | 108 | 108 | |
| Cash and cash equivalents, incoming entities | 485 | 485 | ||||
| Currency on cash and cash equivalents* | ||||||
| Cash and cash equivalents at end of period | 755 | 150 | 755 | 150 | 81 |
* The group is located and operating world wide and every entity has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.
The above consolidated cash flow statement should be read in conjunction with the accompanying notes.
| Retained earnings | Non-controlling | ||||
|---|---|---|---|---|---|
| USD mill | Share capital | and other reserves | Total | interests | Total equity |
| 2017 - Year to date | |||||
| Balance at 31.12.2016 | 16 | 1 419 | 1 435 | 1 435 | |
| Profit/(loss) for the period | 1 | 1 | 4 | 5 | |
| Other comprehensive income | 16 | 16 | 1 | 17 | |
| Total comprehensive income | 0 | 17 | 17 | 5 | 22 |
| Merger with Wallroll AB | 12 | 989 | 1 002 | 224 | 1 225 |
| Change in non-controlling interest | (3) | (3) | 3 | 0 | |
| Balance 30.06.2017 | 28 | 2 422 | 2 451 | 232 | 2 683 |
| 2016 - Year to date | |||||
| Balance at 31.12.2015 | 30 | 1 623 | 1 654 | 1 655 | |
| Profit/(loss) for the period | 496 | 496 | 496 | ||
| Other comprehensive income | 9 | 9 | 9 | ||
| Total comprehensive income | 0 | 505 | 505 | 0 | 505 |
| Demerger Den Norske Amerikalinje AS | (15) | (716) | (730) | (730) | |
| Balance 30.06.2016 | 16 | 1 414 | 1 430 | 0 | 1 430 |
| 2016 - Full year | |||||
| Balance at 31.12.2015 | 30 | 1 623 | 1 654 | 1 655 | |
| Profit/(loss) for the year | 500 | 500 | 500 | ||
| Other comprehensive income | 10 | 10 | 10 | ||
| Total comprehensive income | 0 | 510 | 510 | 0 | 510 |
| Demerger Den Norske Amerikalinje AS | (15) | (716) | (730) | (730) | |
| Balance 31.12.2016 | 16 | 1 419 | 1 435 | 0 | 1 435 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
This consolidated interim financial report has been prepared in accordance with International Accounting Standards (IAS 34), "interim financial reporting". The consolidated interim financial reporting should be read in conjunction with the annual financial statements for the year end 31 December 2016 for Wilh.Wilhelmsen ASA group (WWASA), which has been prepared in accordance with IFRS's endorsed by the EU.
The accounting policies implemented are consistent with those of the annual financial statements for WWASA for the year end 31 December 2016.
There are no new standards or amendments to standards released during 2017.
As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.
The merger between Wall Roll AB (part of Wallenius Rederiarne AB) and WWASA was completed in beginning of April.
In the second quarter of 2017, WWL sold 25% of WWL VSSA to Oscar Dhlomo Investments Pty Ltd in line with the strategy to contribute towards a more inclusive business environment in
The demerger of Den Norske Amerikalinje AS (owns the Hyundai Glovis shareholding) from the group was effective on 8 June 2016. The demerger was accounted for at fair value and contributed with a significant non-recurring gain in the second quarter of USD 375 million. The book value of equity, after the accounting gain, was reduced with 730 million by the demerger.
In the first quarter of 2016, WWL acquired the full ownership of WWL Vehicle Services Americas (VSA), previously a joint venture, based in USA. The company employs 3 400 employees and handles some 4.7 million units annually.
With full ownership, WWL strengthens its position as a leading provider of vehicle processing for automotive manufacturers in North America.
WWL has also acquired the full ownership of CAT-WWL, previously a joint venture, based in South Africa.
For further information see note 11.
South Africa. WWL acquired full ownership of WWL VSSA in the first quarter of 2016. The transaction resulted in a loss of USD 3 million taken directly to
The demerged entity named Treasure ASA was listed on the Oslo Stock Exchange on 8 June 2016. All shareholders of WWASA received 1 share in Treasure ASA for every share held in WWASA.
With full ownership in CAT-WWL, a network of ten vehicleprocessing facilities, WWL becomes one of the top independent providers of vehicle processing services to support automotive manufacturers in South Africa.
The business employs more than 900 workers and handles some 680 000 units.
In addition, WWL has sold Vehicle Services Europe (VSE) to Groupe CAT. The company employs some 400 employees with truck based inland distribution in Europe and three vehicle processing centres in Germany.
| Vessels & | ||||
|---|---|---|---|---|
| USD mill | Other tangible | Newbuilding | Total tangible | |
| Property | assets | contracts | assets | |
| 2017 - Year to date | ||||
| Cost price at 01.01 | 2 | 2 457 | 2 459 | |
| Additions | 5 | 42 | 47 | |
| Acquisitions through business combination | 92 | 252 | 3 601 | 3 945 |
| Disposal | (3) | (56) | (59) | |
| Cost price at 30.06 | 92 | 256 | 6 044 | 6 392 |
| Accumulated depreciation and impairment losses at 01.01 | (1) | (579) | (581) | |
| Accumulated depreciation through business combination | (12) | (191) | (203) | |
| Depreciation | (1) | (4) | (83) | (88) |
| Disposal | 3 | 19 | 22 | |
| Accumulated depreciation and impairment losses at 30.06 | (13) | (194) | (643) | (850) |
| Carrying amounts at 30.06 | 79 | 62 | 5 401 | 5 543 |
| 2016 - Year to date | ||||
| Cost price 01.01 | 2 | 2 472 | 2 474 | |
| Additions | 142 | 142 | ||
| Disposal | (160) | (160) | ||
| Cost price at 30.06 | 2 | 2 455 | 2 456 | |
| Accumulated depreciation and impairment losses 01.01 | (1) | (646) | (648) | |
| Depreciation | (40) | (40) | ||
| Disposal | 143 | 143 | ||
| Accumulated depreciation and impairment losses at 30.06 | (1) | (542) | (544) | |
| Carrying amounts at 30.06 | 0 | 1 913 | 1 913 | |
| 2016 - Full year Cost price at 01.01 |
2 | 2 472 | 2 474 | |
| Additions | 149 | 149 | ||
| Disposal | (164) | (164) | ||
| Cost price at 31.12 | 2 | 2 457 | 2 459 | |
| Accumulated depreciation and impairment losses at 01.01 | (1) | (646) | (648) | |
| Depreciation | (81) | (81) | ||
| Disposal | 148 | 148 | ||
| Accumulated depreciation and impairment losses at 31.12 | (1) | (579) | (581) | |
| Carrying amounts at 31.12 | 0 | 1 878 | 1 879 | |
| Customer | |||
|---|---|---|---|
| USD mill | relations/contracts | Total intangible | |
| Goodwill | and software | assets | |
| 2017 - Year to date | |||
| Cost price at 01.01 | 6 | 1 | 7 |
| Additions | 1 | 1 | |
| Acquisitions through business combination | 288 | 539 | 827 |
| Disposal | (1) | (1) | |
| Cost price at 30.06 | 294 | 540 | 834 |
| Accumulated amortisation and impairment losses at 01.01 | (1) | (1) | |
| Accumulated amortisation through business combination | (135) | (135) | |
| Amortisation | (15) | (15) | |
| Disposal | 1 | 1 | |
| Accumulated amortisation and impairment losses at 30.06 | 0 | (151) | (151) |
| Carrying amounts at 30.06 | 294 | 389 | 683 |
| 2016 - Year to date | |||
| Cost price 01.01 | 7 | 7 | |
| Cost price at 30.06 | 7 | 0 | 7 |
| Accumulated amortisation and impairment losses 01.01 | (1) | (1) | |
| Accumulated amortisation and impairment losses at 30.06 | (1) | 0 | (1) |
| Carrying amounts at 30.06 | 6 | 0 | 6 |
| 2016 - Full year | |||
| Cost price at 01.01 | 7 | 7 | |
| Cost price at 31.12 | 7 | 0 | 7 |
| Accumulated amortisation and impairment losses at 01.01 | (1) | (1) | |
| Accumulated amortisation and impairment losses at 31.12 | (1) | 0 | (1) |
| Carrying amounts at 31.12 | 6 | 0 | 6 |
| USD mill | 01.04-30.06 | 01.04-30.06 | YTD | YTD | Full year |
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2016 | |
| Financials | |||||
| Investment management 1 | 1 | 3 | 3 | 3 | 11 |
| Other financial items | (1) | (1) | |||
| Net financial items | 1 | 3 | 2 | 3 | 10 |
| Net financials - interes rate | |||||
| Interest expenses | (32) | (11) | (42) | (20) | (41) |
| Interest rate derivatives - realised | (7) | (8) | (13) | (15) | (28) |
| Net interest expenses | (39) | (19) | (55) | (35) | (69) |
| Interest rate derivatives - unrealised | (2) | (0) | 2 | (12) | 25 |
| Net financial - currency | |||||
| Net currency gain/(loss) | 1 | (3) | 3 | (7) | (14) |
| Derivatives for hedging of cash flow risk - realised | (16) | (13) | (14) | (13) | (23) |
| Derivatives for hedging of cash flow risk - unrealised | 13 | 16 | 11 | 24 | 39 |
| Derivatives for hedging of translation risk - realised | (1) | (1) | (1) | (1) | (20) |
| Derivatives for hedging of translation risk - unrealised | 3 | (2) | 3 | 11 | 27 |
| Net financial - currency | 0 | (3) | 2 | 14 | 10 |
| Financial derivatives bunkers | |||||
| Valuation of bunker hedges | 5 | (3) | 7 | 9 | |
| Realised portion of bunker hedges | (1) | 3 | (1) | (2) | |
| Net financial derivatives bunkers | 0 | 4 | 0 | 5 | 7 |
| Financial income/(expenses) | (41) | (15) | (49) | (25) | (17) |
1 Includes financial derivatives for trading
| USD mill | 01.04-30.06 | 01.04-30.06 | YTD | YTD | Full year |
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2016 | |
| Cash settled portion of bunker and fuel hedges | 0.7 | 0.7 |
| Total financial instruments and short term financial investments: | ||||
|---|---|---|---|---|
| USD mill | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through the income statement | ||||
| Financial derivatives | 2 | 2 | ||
| Equities | 0 | |||
| Bonds | 0 | |||
| Total financial assets 30.06.2017 | 0 | 2 | 0 | 2 |
| Financial liabilities at fair value through the income statement | ||||
| Financial derivatives | 142 | 142 | ||
| Total financial liabilities 30.06.2017 | 0 | 142 | 0 | 142 |
| Financial assets at fair value through the income statement | ||||
| Financial derivatives | 9 | 9 | ||
| Equities | 59 | 59 | ||
| Bonds | 143 | 143 | ||
| Total financial assets 31.12.2016 | 202 | 9 | 0 | 210 |
| Financial liabilities at fair value through the income statement | ||||
| Financial derivatives | 153 | 153 | ||
| Total financial liabilities 31.12.2016 | 0 | 153 | 0 | 153 |
| 2017 | 2016 | |||
| Changes in level 3 instruments | ||||
| Opening balance 01.01 | 0 | 0 | ||
| Closing balance | 0 | 0 |
The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The fair value of financial instruments that are not traded in an active market (over-the-counter contracts) are based on third party quotes. These quotes use the maximum number of observable market rates for price discovery. Specific valuation techniques used to value financial instruments include:
Quoted market prices or dealer quotes for similar instruments - The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves
The fair value of interest rate swap option (swaption) contracts is determined using observable volatility, yield curve and time-tomaturity parameters at the balance sheet date, resulting in a swaption premium
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value and
The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curve and time-to-maturity parameters at the balance sheet date, resulting in an option premium.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market
interest rate that is available to the group for similar financial instruments.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.
The quoted market price used for financial assets held by the group is the current mid price. These instruments are included in level 1. Instruments included in level 1 are listed equities and liquid investment grade bonds.
The fair value of financial instruments that are not traded in an active market are based on third-party quotes (Mark-to-Market). These quotes use the maximum number of observable market rates for price discovery. The different valuation techniques typically applied by financial counterparties (banks) were described above. These instruments - FX and IR derivatives - are included in level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is in level 3. Primarily illiquid investment funds and structured notes are included in level 3.
The effective tax rate for the WWL ASA group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method and tax exempt revenues from tonnage tax regimes.
Tonnage tax is considered as operating expense in the accounts.
In regards to the withholding tax case on dividends from EUKOR to Wilhelmsen Ships Holding Malta Ltd for the period 2010-2014 the company have decided to bring the 2010 decision in National Tax Tribunal before the administrative court in Korea. The administrative appeal to the Board of Audit and Inspection (BAI) for the period 2011-2014 is still pending.
The company's share capital is as follows:
| Number of shares | NOK mill | USD mill | |
|---|---|---|---|
| Share capital | 423 104 938 | 220 | 28 |
The merger between Wilh. Wilhelmsen ASA and Wallroll AB was completed on 4 April 2017 and led to an increase of the share capital with NOK 106 million / USD 12. See note 11 for furter information.
Earnings per share taking into consideration the number of outstanding shares in the period.
Basic earnings per share is calculated by dividing profit for the period after minority interests, by average number of total outstanding shares.
No dividend has been declared for fiscal year 2016.
The demerger of Den Norske Amerikalinje AS (owns the Hyundai Glovis shareholding) from the group was effective on 8 June 2016. The demerged entity named Treasure ASA was listed on the Oslo Stock Exchange on 8 June 2016. All shareholders of WWASA
The demerger of Den Norske Amerikalinje AS from the group led to a reduction of the share capital with NOK 106 million / USD 15 million in the second quarter of 2016.
From 30 June 2017, earnings per share is calculated based on 423 104 938 shares.
For the first quarter of 2017 and each quarter of 2016, earnings per share was calculated based on 220 000 000 shares.
received 1 share in Treasure ASA for every share held in WWASA. Visualising values for WWASA's shareholders through the spin-off, the annual general meeting held 3 May 2016 resolved not to pay dividend for the fiscal year 2015.
| USD mill | 30.06.2017 | 30.06.2016 | 31.12.2016 |
|---|---|---|---|
| Non current interest-bearing debt | 3 424 | 1 245 | 1 205 |
| Current interest-bearing debt | 502 | 180 | 115 |
| Total interest-bearing debt | 3 926 | 1 425 | 1 320 |
| Cash and cash equivalents | 755 | 150 | 81 |
| Current financial investments | 0 | 256 | 202 |
| Net interest-bearing debt | 3 171 | 1 019 | 1 038 |
| Specification of interest-bearing debt | 30.06.2017 | 30.06.2016 | 31.12.2016 |
| Bank loans | 1 956 | 997 | 886 |
| Leasing commitments | 1 642 | 158 | 239 |
| Bonds | 281 | 270 | 196 |
| Bank overdraft | 48 | ||
| Total interest-bearing debt | 3 926 | 1 425 | 1 320 |
| Repayment schedule for interest-bearing debt | |||
| Due in year 1 | 200 | 125 | 115 |
| Due in year 2 | 742 | 112 | 292 |
| Due in year 3 | 755 | 290 | 307 |
| Due in year 4 | 398 | 349 | 83 |
| Due in year 5 and later | 1 831 | 549 | 523 |
| Total interest-bearing debt | 3 926 | 1 425 | 1 320 |
| USD mill | Ocean | Landbased | Holding | Eliminations | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full | Full | Full | Full | Full | ||||||||||||
| Q2 | Q2 | year | Q2 | Q2 | year | Q2 | Q2 | year | Q2 | Q2 | year | Q2 | Q2 | year | ||
| Quarter | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | |
| Operating revenue | 798 | 65 | 257 | 192 | 1 | 1 | 4 | (17) | (1) | (4) | 974 | 65 | 257 | |||
| Share of profit/(loss) from | ||||||||||||||||
| joint ventures and associates | 13 | 12 | 2 | 106 | 15 | 119 | ||||||||||
| Loss on previously held | ||||||||||||||||
| equity interest | (62) | (62) | ||||||||||||||
| Gain on sale of assets | 375 | 375 | 375 | 375 | ||||||||||||
| Total income | 798 | 79 | 269 | 192 | 2 | 106 | (61) | 376 | 379 | (17) | (1) | (4) | 912 | 456 | 751 | |
| Operating expenses | ||||||||||||||||
| Voyage expenses | (442) | 16 | (426) | |||||||||||||
| Vessel expenses | (42) | (9) | (36) | (42) | (9) | (36) | ||||||||||
| Charter expenses | (72) | (6) | (25) | (72) | (6) | (25) | ||||||||||
| Other expenses | (97) | (12) | (53) | (166) | (4) | (4) | (19) | 1 | 1 | 4 | (266) | (15) | (69) | |||
| Operating profit before | ||||||||||||||||
| depreciation, amortisation | ||||||||||||||||
| and impairment (EBITDA) | 145 | 51 | 155 | 26 | 2 | 106 | (65) | 372 | 359 | (0) | 0 | 0 | 106 | 425 | 620 | |
| Depreciation and | ||||||||||||||||
| amortisation | (72) | (20) | (81) | (10) | (83) | (20) | (81) | |||||||||
| Operating profit/(loss) | ||||||||||||||||
| (EBIT)1 | 73 | 32 | 73 | 15 | 2 | 106 | (65) | 372 | 359 | 0 | 0 | 0 | 23 | 405 | 539 | |
| Financial income/(expenses) | (31) | (6) | (12) | (1) | (8) | (9) | (5) | (41) | (15) | (17) | ||||||
| Profit/(loss) before tax | 42 | 26 | 62 | 14 | 2 | 106 | (73) | 363 | 354 | 0 | 0 | 0 | (17) | 391 | 522 | |
| Tax income/(expense) | (1) | 1 | (17) | (5) | 3 | (5) | (3) | 1 | (22) | |||||||
| Profit/(loss) for the period | 41 | 27 | 45 | 9 | 2 | 106 | (71) | 363 | 349 | 0 | 0 | 0 | (20) | 392 | 500 | |
| Non-controlling interests | (4) | (1) | (4) | |||||||||||||
| Profit/(loss) attributable to | ||||||||||||||||
| owners of the parent | 38 | 27 | 45 | 8 | 2 | 106 | (71) | 363 | 349 | 0 | 0 | 0 | (25) | 392 | 500 |
1 Cash settled portion of bunker hedge swaps is included in net operating profit by reduction/(increase) of voyage related expenses.
As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.
Holding: Q2 - Loss on previously held equity interest USD 62 million 2017: Material gain/(loss) from disposal of assets and impairment charges
2016: Material gain/(loss) from disposal of assets and impairment charges.
Ocean Q2 - Loss of USD 1.5 million related to recycling of one vessel.
Holding: Q2 - The demerger of Den Norske Amerikalinje AS (owns the Hyundai Glovis shareholding) contributed with a non-recurring gain of USD 375 million in the second quarter.
| USD mill | Ocean | Landbased | Holding | Eliminations | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full | Full | Full | Full | Full | ||||||||||||
| YTD | YTD | year | YTD | YTD | year | YTD | YTD | year | YTD | YTD | year | YTD | YTD | year | ||
| Year to date | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | |
| Operating revenue | 857 | 134 | 257 | 192 | 2 | 2 | 4 | (18) | (2) | (4) 1 033 | 135 | 257 | ||||
| Share of profit/(loss) from | ||||||||||||||||
| joint ventures and | ||||||||||||||||
| associates | 9 | 16 | 12 | 5 | 101 | 106 | 14 | 118 | 119 | |||||||
| Loss on previously held | ||||||||||||||||
| equity interest | (62) | (62) | ||||||||||||||
| Gain on sale of assets | 9 | 375 | 375 | 9 | 375 | 375 | ||||||||||
| Total income | 875 | 151 | 269 | 197 | 101 | 106 | (60) | 377 | 379 | (18) | (2) | (4) | 994 | 627 | 751 | |
| Operating expenses | ||||||||||||||||
| Voyage expenses | (442) | 16 | (426) | |||||||||||||
| Vessel expenses | (50) | (19) | (36) | (50) | (19) | (36) | ||||||||||
| Charter expenses | (79) | (12) | (25) | (79) | (12) | (25) | ||||||||||
| Other expenses | (109) | (29) | (53) | (166) | (7) | (7) | (19) | 2 | 2 | 4 | (280) | (34) | (69) | |||
| Operating profit before | ||||||||||||||||
| depreciation, amortisation | ||||||||||||||||
| and impairment (EBITDA) | 196 | 91 | 155 | 31 | 101 | 106 | (68) | 370 | 359 | (0) | (0) | 0 | 159 | 562 | 620 | |
| Depreciation and | ||||||||||||||||
| amortisation | (93) | (40) | (81) | (10) | (103) | (40) | (81) | |||||||||
| Operating profit/(loss) | ||||||||||||||||
| (EBIT)1 | 103 | 52 | 73 | 21 | 101 | 106 | (68) | 370 | 359 | 0 | 0 | 0 | 56 | 523 | 539 | |
| Financial income/(expenses) | (38) | (16) | (12) | (1) | (10) | (9) | (5) | (49) | (25) | (17) | ||||||
| Profit/(loss) before tax | 65 | 36 | 62 | 19 | 101 | 106 | (77) | 361 | 354 | (0) | 0 | 0 | 7 | 498 | 522 | |
| Tax income/(expense) | (1) | (2) | (17) | (5) | 4 | 1 | (5) | (2) | (2) | (22) | ||||||
| Profit/(loss) for the period | 65 | 34 | 45 | 14 | 101 | 106 | (74) | 361 | 349 | (0) | 0 | 0 | 5 | 496 | 500 | |
| Non-controlling interests | (4) | (1) | (4) | |||||||||||||
| Profit/(loss) attributable to | ||||||||||||||||
| owners of the parent | 61 | 34 | 45 | 13 | 101 | 106 | (74) | 361 | 349 | (0) | 0 | 0 | 1 | 496 | 500 |
1 Cash settled portion of bunker hedge swaps is included in net operating profit by reduction/(increase) of voyage related expenses.
As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.
2017: Material gain/(loss) from disposal of assets and impairment charges
Ocean Q1 - Gain of USD 8.6 mill from sale of vessel to joint venture.
Holding: Q2 - Loss on previously held equity interest USD 62 million
2016: Material gain/(loss) from disposal of assets and impairment charges.
Landbased: Q1 - An accounting gain of USD 80 million as a result of step acquisition in Vehicle Services Americas (VSA) and CAT-WWL, and sale of Vehicle Services Europe (VSE).
Ocean Q1 - Loss of USD 3.5 million related to recycling of three vessels.
Ocean Q2 - Loss of USD 1.5 million related to recycling of one vessel.
Holding: Q2 - The demerger of Den Norske Amerikalinje AS (owns the Hyundai Glovis shareholding) contributed with a non-recurring gain of USD 375 million in the second quarter.
Shipping: Q3 - No material gain/(loss)
Shipping: Q4 - No material gain/(loss)
On 4 April, the merger between Wilh. Wilhelmsen ASA and Wallroll AB was registered as completed, with Wilh. Wilhelmsen ASA as the surviving company. From now on, the new name of Wilh. Wilhelmsen ASA shall be Wallenius Wilhelmsen Logistics ASA.
After completion of the merger and following share transactions on 20 April, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB each owns 160 000,000 shares in the company, each representing 37.8% of the share capital and the votes in the company. The merger led to an increase of the share capital with NOK 106 million / USD 12.
The intention of the transaction is to merge the ownership in the jointly owned entities Wallenius Wilhelmsen Logistics (jointly owned 100%), EUKOR (jointly owned 80%), Tellus Shipping AS (jointly owned 100%) and American Roll-on Roll-off Carrier (jointly
Details of net assets acquired and goodwill are as follows:
USD mill
| Share consideration | 1 002 |
|---|---|
| Bond consideration | 80 |
| Total purchase consideration | 1 082 |
| Non-controlling interest | 224 |
| Fair value of previously held interests | 719 |
| Cost of business combination | 2 024 |
| Fair value of net identifiable assets acquired (see below) | (1 735) |
| Goodwill | 288 |
The goodwill is attributable to the companies strong position in the market and the synergies expected to arise after the merger.
| The preliminary purchase price allocation are as follows: | |
|---|---|
| USD mill | Fair value |
| Intangible assets, incl customer relations/contracts, software | 403 |
| Property, fixtures and vessels | 3 748 |
| Other long-term assets | 154 |
| Other current assets | 624 |
| Cash and cash equivalents | 485 |
| Long-term interest-bearing debt | (2 246) |
| Other non-current liabilities | (622) |
| Other current liabilities | (812) |
| Net identifiable assets acquired | 1 735 |
owned 100%), in addition to the ownership of the majority of their vessels and affected assets and liabilities.
The markets in which the jointly owned entities operate are going through rapid change and require a more agile and efficient business model. In addition to establishing one common owner and governance structure, the merger is expected to enable synergies combining the assets and harvesting economies of scale, including more optimal tonnage planning, and administrative, commercial, and operational efficiencies between the entities. The merger will create a world-leading, sustainable transporter of car and ro-ro cargoes, and will facilitate an improved grow path for the land-based logistics offering as well as the ocean business.
For a full description of the transaction agreement, please refer to the Stock Exchange Notice from WWASA dated 22 December 2016.
WWL ASA pre-merger proforma accounts are under the assumption that the merger took place on 1 January 2016. The figures are adjusted for the demerger of Treasure ASA, gain/loss on intercompany transactions and WWL Vehicle Services Americas acquisition as well as inclusion of SG&A costs in WallRoll AB
| USD mill | Ocean | Landbased | Holding | Eliminations | Total | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full | Full | Full | Full | |||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | year | Q1 | Q1 | Q2 | Q3 | Q4 | Full year |
Q1 | Q1 | Q2 | Q3 | Q4 | year | Q1 | Q1 | Q2 | Q3 | Q4 | year | Q1 | Q1 | Q2 | Q3 | Q4 | year | Q1 | |
| 2016 2016 2016 2016 | 2016 2017 2016 2016 2016 2016 2016 2017 2016 2016 2016 2016 2016 2017 2016 2016 2016 2016 2016 2017 2016 2016 2016 2016 | 2016 2017 | ||||||||||||||||||||||||||||
| Total income | 724 | 759 | 707 | 748 | 2 938 | 719 | 166 | 176 | 177 | 184 | 703 | 186 | 1 | 1 | 1 | 1 | 4 | 1 | (15) | (18) | (16) | (16) | (65) | (16) | 875 | 919 | 869 | 917 | 3 581 | 890 |
| Operating expenses | (601) | (618) | (582) | (613) | (2 414) | (597) | (148) | (154) | (157) | (163) | (620) | (164) | (3) | (4) | (3) | (9) | (19) | (4) | 15 | 18 | 16 | 16 | 65 | 16 | (736) | (758) | (726) | (769) | (2 988) | (748) |
| Operating profit before | ||||||||||||||||||||||||||||||
| depreciation, amortisation | ||||||||||||||||||||||||||||||
| and impairment (EBITDA) | 123 | 142 | 125 | 135 | 525 | 123 | 18 | 23 | 20 | 21 | 83 | 22 | (2) | (3) | (2) | (8) | (15) | (3) | 0 | 0 | 0 | 0 | 0 | 0 | 139 | 162 | 143 | 148 | 592 | 143 |
| Depreciation and | ||||||||||||||||||||||||||||||
| amortisation | (71) | (71) | (72) | (72) | (286) | (77) | (9) | (10) | (10) | (10) | (40) | (10) | 5 | (81) | (81) | (82) | (82) | (326) | (82) | |||||||||||
| Operating profit/(loss) | ||||||||||||||||||||||||||||||
| (EBIT)1 | 52 | 71 | 53 | 63 | 238 | 45 | 9 | 13 | 10 | 11 | 43 | 12 | (2) | (3) | (2) | (8) | (15) | 3 | 0 | 0 | 0 | 0 | 0 | 0 | 59 | 80 | 61 | 66 | 266 | 60 |
| Profit/(loss) for the period | (4) | 49 | 32 | 15 | 92 | 26 | 9 | 5 | 8 | 2 | 24 | 8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5 | 54 | 40 | 17 | 116 | 34 |
1 Cash settled portion of bunker hedge swaps is included in net operating profit by reduction/(increase) of voyage related expenses.
As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.
Wilh. Wilhelmsen Holding ASA (WWH) delivers services to the WWL ASA group related to accounting services ("Shared Services") and in-house services such as canteen, post, switchboard and rent of office facilities. Generally, Shared Services are priced using a cost plus 5% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually. In addition, the Soya group delivers accounting services to the WWL ASA group.
Historically and currently the owners, WWH and Soya, further delivers several services to the group, all of which are made on an arm's length principle based on market terms, based on the principles set out in the OECD's transfer pricing guidelines for
group services, including, inter alia, cost plus basis or based on independent broker estimates, as the case may be. In the event services are provided to both external and internal parties, the prices set forth in the contracts regarding such services, are on same level for both the external and the internal customers. The services cover:
Ship management including crewing, technical and
management service
The ongoing investigations of WWL and EUKOR are confidential and WWL ASA is therefore not able to provide detailed comments. The processes are expected to continue to take time, but further clarifications are expected by late 2017 or early 2018.
No material events occurred between the balance sheet date and the date when the accounts were presented providing new
information about conditions prevailing on the balance sheet date.
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