To 31 MARCH 2013 INTERIM REPORT. Kvartalsrapport 1. kvartal 2013 TTS GROUP ASA

Transcription

1 To 31 MARCH 2013 INTERIM REPORT Kvartalsrapport 1. kvartal 2013 TTS GROUP ASA

2 HIGHLIGHTS 1 ST QUARTER Main highlights for the quarter was as follows; EPS for the quarter was NOK Turnover in the quarter was MNOK 732. The activity increased in all divisions, even if the majority of the growth in turnover compared to last year was due to the acquisition of NMF. EBITDA of MNOK 25 is influenced by restructuring costs in Germany, postponements and additional costs in projects, and a difficult market on service. Order intake was MNOK 492. First major contract for post-panamax car carriers secured in the quarter. The Offshore market is still strong with many pending projects. Both the Marine and Port markets showed improvement in the quarter, and contracting of new ships increased by about 30% compared to last year. A strategic order for London Gateway was secured in the Port & Logistic division which will be an important reference project for other container terminals that need to increase efficiency in internal transportation. TTS Group have with effect from 1 st quarter 2013 changed the segment reporting. The reporting, for management purposes is changed to the following segments; Marine, Offshore & heavy lift, Service and Port & Logistics. These units are described in note 2 of the report. KEY FIGURES Q1 Year MNOK Turnover EBITDA 25,1 53,0 157,3 EBITDA margin (%) 3,4 9,7 6,6 Orderintake Order backlog* EPS (NOK) Total 0,10 0,38 5,47 EPS (NOK) Continued 0,10 0,38 0,44 (*) Order backlog includes 50% of Joint venture backlog. Turnover in the first quarter of 2013 was up 34% compared to last year. The main reason for the increase relate to NMF which was acquired in August The change in the joint venture structure accounts for approx. MNOK 86 reduction in revenue in the quarter. Net of these effects the turnover increase with approx. 24% due to higher activity in general and especially in the Marine and Port & Logistics divisions.

3 EBITDA in the 1 st quarter was MNOK 25, a reduction of MNOK 28. The reduction relates to postponement and lower margins on ongoing projects, restructuring costs and lower earnings in the Service division. Order intake was MNOK 492. The main orders taken in the 1 st quarter relate to offshore cranes and Car carriers. Order backlog at the end of 1st Quarter 2013 was MNOK 2 488, a reduction of MNOK 530 compared to last year. The reduction comes solely from the Marine division. TOTAL ASSETS AND NET INTERSTBEARING DEBT Total assets at the end of 1 st quarter 2013 was MNOK 2 184, down from MNOK at the end of 4 th quarter The reduction is mainly related to current assets. Total assets from 1 st quarter 2012 was MNOK The main change from 1 st quarter 2012 relates to the sale of the drilling equipment business. Equity ratio at the end of 1 st quarter 2013 was 38.3 % compared to 33.8% at the end of last quarter. The equity is negatively influenced by changes in accounting principles where pension obligations are now fully reflected in the equity. The working capital in TTS Group increased by MNOK 95 during the 1 st quarter of The main reason for the change is increased working capital requirement in ongoing offshore & heavy lift crane projects. Net interest bearing assets was MNOK 15 at the end of the 1 st quarter compared to an interest bearing debt of MNOK 511 in 1 st quarter The main change from last year relate to the sale of drilling business offset by repayment of capital and dividends to the shareholders. There was no conversion in the subordinated convertible bond in the quarter. ACCOUNTING PRINCIPLES The company has prepared the accounts in accordance with IAS 34. The company has adopted the changes in IAS 19 where gains and losses from actuarial liabilities have been reflected in the balance sheet. Please see note 5 for more information describing the changes.

4 SEGMENTS From 2013 TTS is reporting its operations in 4 divisions. Marine Division Q1 Year MNOK Turnover EBITDA 14,9 34,6 133,8 EBITDA margin (%) 5,1 10,5 11,2 Order backlog* (*) Order backlog includes 50% of Joint venture backlog. The marine division reports a reduction of revenue of MNOK 38. However, the change in the joint venture structure has influenced the numbers with MNOK 86 and thus the underlying activity has increased compared to last year. The EBITDA reflects restructuring in Germany and postponement and additional costs related to projects. First major contract for post-panamax car carriers secured in the quarter. Order backlog at the end of the 1 st quarter was MNOK The reduction from last year relates mainly to standardized deck equipment in both Joint Ventures and wholly owned subsidiaries. Offshore & heavy lift Division Q1 Year MNOK Turnover EBITDA 5,9 12,8 26,6 EBITDA margin (%) 2,1 13,1 3,9 Order backlog Turnover in the 1 st quarter has increased with MNOK 181 compared to last year which is mainly due to the acquisition of NMF. The margins are significantly lower than last year due to additional cost in completion of projects and low margin on heavy lift cranes. Significant increase in number of enquires for offshore crane packages in the quarter. Order backlog at the end of the quarter was MNOK 944. The change is mainly due to the acquisition of NMF.

5 Port & Logistics Division Q1 Year MNOK Turnover EBITDA 1,0-5,7-11,5 EBITDA margin (%) 2,1-42,5-11,0 Order backlog Turnover increased significantly compared to 1 st quarter last year where it was unusually low. The volume is now above break-even, but margins in the quarter have been influenced by delays and additional costs on completion of projects. The market has improved somewhat during the quarter where key strategic contracts have been secured. Order backlog at the end of the 1 st quarter 2013 was MNOK 210, an increase of MNOK 45 from 1 st quarter Service Division Q1 Year MNOK Turnover EBITDA 7,4 15,9 24,3 EBITDA margin (%) 6,4 14,8 6,4 Turnover was up 8% compared to 1 st quarter The market for service has been weak due to the low profitability in shipping, and especially sale of spare parts has been affected by the slow market and influence the margin in the quarter. OUTLOOK Market activity for TTS has increased during the 1 st quarter of 2013, and there are more projects up for bids than we have seen the last two years. Within the marine segment the market for specialized vessels remain steady while the market for merchant vessels still are low but have improved over the last quarter. The market for offshore and heavy lift remains good. The high activity continues within rig and offshore vessels while for the heavy lift cranes the market is still seen as slow. For Port & Logistics Division the market has improved somewhat where some additional activity within container terminal investments has been seen. However, the investment decisions in infrastructure generally take longer and thus the visibility in the short term remains low.

6 TTS Group ASA Q Consolidated statement of comprehensive income NOK Urevidert/ Unaudited Urevidert/ Unaudited* Urevidert/ Unaudited* RESULTAT / PROFIT AND LOSS ACCOUNT Per Per Per Driftsinntekter/ Income from projects Andre driftsinntekter/ Other operating income Sum driftsinntekter/ Total operating income Varekostnad/ Raw materials and consumables used Andre driftskostnader/ Other operating costs Resultat fra JV ( - er inntekt)/ Result from JV ( - is income) Driftsresultat før avskrivninger/ EBITDA Avskrivninger/ Depreciation Andre avskrivninger/nedskrivninger/ Other depreciation/write-downs Driftsresultat/ Operating profit Finansinntekter/ Financial income Finanskostnader/ Financial expense Netto finans/ Net finance Resultat før skattekostnader/ Profit/loss before tax Skattekostnad/ Tax Periodens resultat videreført virksomhet/ Net result continued business Resultat fra avhendet virksomhet / Net result divested business Netto resultat/ Net result Oppstilling av totalresultatet/ Net result for the year Periodens resultat/ Net result for the period Estimatavvik pensjoner / Actuarial gain/loss on defined pension benefit plan Omregningsdifferanser/ Translation differences Totalresultat/ Comprehensive income Fortjeneste pr. aksje (NOK) videreført virksomhet / Earnings per share (NOK) continued business 0,10 0,38 0,44 Utvannet fortjeneste pr. aksje (NOK) videreført virksomhet / Diluted earnings per share (NOK) continued business 0,10 0,29 0,36 Fortjeneste pr. aksje (NOK) avhendet virksomhet / Earnings per share (NOK) divested business - 0,01 5,03 Utvannet fortjeneste pr. aksje (NOK) avhendet virksomhet / Diluted earnings per share (NOK) divested business - 0,01 4,09 Fortjeneste pr. aksje (NOK)/ Earnings per share (NOK) 0,10 0,38 5,47 Utvannet fortjeneste pr. aksje (NOK) / Diluted earnings per share (NOK) 0,10 0,30 4,45 Average number of shares used as calculation basis for diluted EPS (000) *Året 2012 og 1. kvartal 2012 er omregnet for sammenligningsformål grunnet endringer i IAS 19, se note 5/ Full year 2012 and 1 st quarter 2012 is restated to reflect changes in IAS 19, see Note 5

7 Urevidert/ Urevidert/ Urevidert/ Unaudited Unaudited* Unaudited* Condensed consolidated statement of financial position Per Per Per Immaterielle eiendeler/ Intangible assets Varige driftsmidler/ Tangible assets Finansielle anleggsmidler/ Financial assets Sum anleggsmidler/ Total non-current assets Varer/ Inventories Kortsiktige fordringer/ Total receivables Eiendeler holdt for salg/ Assets held for sale Bankinnskudd/kontanter/ Bank deposits/cash Sum omløpsmidler/ Total current assets Sum eiendeler/ Total assets Aksjekapital / Share capital Annen egenkapital / Other equity Sum egenkapital/ Total equity Avsetning for forpliktelser/ Provisions Langsiktig rentebærende gjeld/ Long term interest bearing debt Langsiktig gjeld/ Long term liabilities Kortsiktig rentebærende gjeld/ Current interest bearing debt Kortsiktig gjeld/ Current liabilities Sum gjeld/ Total liabilities Sum egenkapital og gjeld/ Total equity and liabilities *Finansiell stilling per og er omregnet for å reflektere endringer i IAS 19, se note 5/ Financial Position per and is restated to reflect changes in IAS 19, see Note 5

8 Urevidert/ Unaudited Urevidert/ Unaudited* Urevidert/ Unaudited* KONTANTSTRØMSANALYSE / Condenced consolidated statement of cash flows Per Per Per Driftsresultat før avskrivninger/ EBITDA Endring i netto omløpsmidler/ Change in net current assets Kontantstrøm fra operasjonelle aktiviteter/ Cash from operations Kjøp av varige driftsmidler/ Aquisition of non-current assets Netto salgssum avhendet virksomhet/ Proceeds discontinued business Andre investeringsaktiviteter/ Other investing activities Kontantstrøm fra investeringsaktiviteter/ Cash from investments Opptak og nedbetaling av lån/ New loans and repayment Innbetaling av egenkapital/ Paid-in equity Utbetaling til aksjonærer/ Payments to shareholders Netto betalte renter/ Net interest paid Kontantstrøm fra finansieringsaktiviteter/ Cash from financing Endring i kontantbeholdning/ Change in cash Kontantbeholdning IB/ Cash position OB Effekt av valutakursendring bank/ Effect of exchange rate changes on cash Kontantbeholdning UB/ Cash position CB Kontanter avhendet virksomhet/ Net cash discontinued operations Kontantbeholdning videreført virksomhet/ Net cash continued business *Kontantstrøm per og er omregnet for å reflektere endringer i IAS 19, se note 5/ Cash flows per and is restated to reflect changes in IAS 19, see Note 5. Consolidated statement of changes in equity EGENKAPITAL / EQUITY Paid in capital Own shares Other reserves Retained earnings Total Egenkapital/ Equity as of Endring innregning estimatavvik på ytelsespensjoner / Change in recognition in actuarial gain/loss on defined benefit pension plans Egenkapital/ Equity as of Totalresultat/ Comprehensive income Opsjonsplaner/Options cost Egenkapital UB/ Equity CB

9 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENT 1 ST QUARTER 2013 Note 1 General information Reporting entity TTS Group ASA is registered and domiciled in Norway, and the head office is located in Bergen. The consolidated financial statement covers TTS Group ASA with its subsidiaries and part of joint ventures. The Board of Directors approved the consolidated financial statement for the year ended 31 st of December 2012 at 17 th of April The annual report 2012 for the TTS Group and for TTS Group ASA, including the consolidated financial statements for the TTS Group, the financial statements for TTS Group ASA and the auditor opinion from KPMG, are available at our website 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 1 st quarter 2013 have been prepared in accordance with IAS 34 for 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 With effect from 1 st of January 2013 actuarial gains and losses on defined benefit pension plans is recognized in the balance sheet as net pension asset or net pension liability through other comprehensive income or loss. The consolidated statement of comprehensive income, the consolidated statement of financial position and the consolidated statement of cash flows for 1 st quarter 2012 and full year 2012 are restated to reflect the changes in principle. See Note 5 for details. The accounting principles applied, with exception mentioned above, is the same as those described in the consolidated financial statements of This condensed consolidated 1 st quarter results of 2013 were approved by the Board on 14 th of May Judgments, estimates and assumptions The preparation of the interim accounts requires the use of valuations, estimates and assumptions that affect the application of accounting principles and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. In preparing these consolidated interim financial statements, the key assessments made by the management in applying the Group s accounting principles and the key sources of estimation uncertainty were the same as

10 those that applied to the consolidated financial statements for the financial year ended 31 st of December Note 2 Segment information Q1 YTD Marine Offshore & Heavy Lift Port Services Corporate / Other Turnover EBITDA 14,9 34,6 5,9 12,8 1,0-5,7 7,4 15,9-4,1-4,6 25,1 53,0 Total TTS Group have with effect from 1 st quarter 2013 changed the segment reporting. The reporting, for management purposes is changed to the following segments: Marine Offshore & heavy lift Service Port & Logistics Marine division delivers a wide range of products to the maritime industry. Main products include solutions for Roro, PCTC, and Cruise in addition to cranes, winches, hatch covers and side doors. The joint venture companies in TTS are part of the Marine division. Offshore & Heavy lift division, which consists of all types of cranes primarily focused on heavy lift and offshore cranes, including active heave compensated cranes. Port and Logistics division remains unchanged. Services includes service and after sales for all divisions within TTS. This enables TTS to offer service and after sale worldwide for the full range of its products. Comparatives are restated to reflect above change. Note 3 Share capital and equity As per 31 st of March 2013 TTS Group ASA has issued shares, each with a face value of NOK 0.11 giving a share capital of total NOK As per 31 st of March 2013 the TTS Group ASA holds own shares. There have not been any equity transactions during 1 st quarter Note 4 Earnings per share Earnings per share (EPS) are based upon on the weighted average numbers of shares outstanding during the period. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.

11 The components of the numerator for the basic and diluted EPS are as follows: Net income available to shareholders, continued business Effect of dilution Diluted net income available to shareholders, continued business Net income available to shareholders, divested business Effect of dilution Diluted net income available to shareholders, divested business Net income available to shareholders Effect of dilution Diluted net income available to shareholders The components of the denominator for the calculation of basic and diluted EPS are as follows: Weighted average number of shares outstanding Effect of dilution Diluted numbers of shares Note 5 Change in accounting principle With effect from 1 st of January 2013 actuarial gains and losses are recognized in the other comprehensive income, ref. IAS 19. Due to the change in recognition for actuarial gains and losses, comparatives are restated to reflect the change in recognition principle. The effects of the changes are summarized in the table below: Consolidated statement of comprehensive income Reported full year 2012 Adjustments Restated full year 2012 EBITDA Net result continued business Net result divested business Net result Condensed consolidated statement of financial position Reported full year 2012 Adjustments Restated full year 2012 Total equity Provisions Total equity and liabilities Note 6 Related parties Note 22 and in accounting principles section 2.2 in the consolidated financial statement of 2012 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 underlying companies and joint ventures. All the transactions have been carried out as part of the ordinary operations and at arm s length prices. Balance sheet items to/from Joint Ventures Current receivables Current liabilities Net receivables (+) / liabilities (-) to/from Joint Ventures

12 Note 7 Tax TTS Group is taxable in more than one jurisdiction based on its operations. A loss in one jurisdiction may not be offset against taxable income in another jurisdiction. Thus, the Group may pay tax within some jurisdictions even though it might have an overall loss or have tax losses exceeding taxable profit at the consolidated level. Recognized tax in the income statement for the 1 st quarter 2013 is relating to taxes in foreign tax jurisdictions. Deferred tax Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial purpose and such amounts recognized for tax purposes. The net deferred tax consists of the following: Gross deferred tax asset 1) Gross deferred tax liability 1) Net deferred tax asset (+) / liability (-) ) Gross deferred tax asset is recognized as intangible assets and gross deferred tax liability is recognized as provisions Recognized deferred tax asset is primarily relating to tax losses in the Norwegian companies. The criteria that have been utilized to estimate that future taxable profit can be utilized against deferred tax losses are; The Group will have taxable profits before unused tax losses expire The Group has sufficient temporary differences Tax losses result from particular identifiable causes In general, the assessment of deferred tax assets in the Norwegian companies is unchanged in 2013 compared to See Note 19 in the consolidated financial statement of 2012 for further description. Note 8 Goodwill and other intangible assets TTS Group tests the value of goodwill and other intangible assets annually or at the end of each reporting period if any indication that the assets may be impaired. At end of 1 st quarter 2013 the share price values the group lower than booked equity. TTS Group considers that there are no events, changes in assumptions or other new information indicating a changed assessment of goodwill and other intangible assets from year-end At 31 st of March 2013 TTS Group has not impaired any goodwill or other intangible assets. Overview of changes in goodwill and other intangible assets are as follows: Goodwill Other intangible assets Net book value, beginning of period Acquisition Divestment Additions Depreciations/Amortizations Impairment Foreign currency differences Net book value, end of period

13 Note 9 Non-current assets Non-current assets Net book value, beginning of period Acquisition Divestment Additions Depreciations/Amortizations Impairment - - Foreign currency differences Net book value, end of period Note 10 Investments in Joint Ventures Net book value, beginning of period Divestment Reclassification Share of profit (+) / loss (-) Share of dividend received Foreign currency differences Net book value, end of period Note 11 Financial risk management The Group's objectives and principles of financial risk management are consistent with what stated in the consolidated financial statements for the fiscal year There has been no execution related to the subordinated bond facility during 1 st quarter 2013, and the nominal amount related to the convertible bond loan is unchanged from 4 th quarter 2012 and is MNOK Additional information regarding financial risk management is available in the annual report Note 12 Subsequent events On the 22nd of April TTS Group ASA signed through its subsidiaries TTS Offshore Handling Equipment AS (OHE) in Norway and TTS Neuenfelder Maschinenfabrik GmbH (NMF) in Germany a contract with COSCO Qidong Offshore co., Ltd concerning delivery of two offshore cranes worth approximately MNOK 50. On the 2nd of May TTS Group ASA signed, through its subsidiary TTS Marine AB in Gothenburg, two new contracts with Hyundai Samho Heavy Industries Co. Ltd. with a total value of approx. MNOK 150 concerning delivery of technical solutions and equipment to six post-panamax car carriers.