4th quarter and preliminary annual results 2012 Key figures and dividend proposal ■ Fourth quarter revenues were NOK 12.0 billion (NOK 11.6 billion in Q4 2011). Revenues for the year have increased by 23 per cent compared to the figures for 2011, from NOK 36.5 to 44.9 billion). ■ EBITDA in the quarter was NOK 1 220 million including non-recurring items of NOK 160 million (EBITDA of NOK 1 047 million in Q4 2011) and adjusted EBITDA margin was 8.9 per cent (9.0 per cent in Q4 2011). ■ EBITDA for the year was NOK 4 739 million compared to NOK 3 445 million for the year 2011. EBITDA margin for the year was 10.5 per cent compared to 9.4 per cent for the year 2011. Adjusted for nonrecurring items, the EBITDA margin increased by 2.4 per cent from 7.5 per cent in 2011 to 9.9 per cent in 2012. ■ Cash flow from operating activities in the fourth quarter was NOK 2.4 billion, reflecting a decrease in net current operating assets from NOK 3.5 billion to NOK 1.8 billion. ■ Net interesting items-bearing items decreased from NOK 6.0 billion to NOK 5.3 billion in the quarter. ■ Earnings per share (EPS) were NOK 1.86 for the quarter and NOK 8.33 for the year. ■ Order intake in the fourth quarter was NOK 9.1 billion (7.9 billion in fourth quarter 2011). Order backlog increased by NOK 15.3 billion (37 per cent) through 2012 to NOK 56.7 billion at the end of the year. ■ Board of Directors’ dividend proposal: NOK 4.00 per share in line with dividend policy.
Market and strategy ■ Continued strong demand in most markets and high bidding activity. ■ A contract was awarded to supply drilling equipment packages for a deepwater drillship being built by Jurong Shipyard for the Brazilian market. ■ Shell signed a frame agreement with Aker Solutions for delivery of subsea umbilicals globally. It is estimated that the frame agreement can generate revenues between USD 200-400 million. ■ Statoil exercised a two year contract option with Aker Solutions for wireline services on the Norwegian Continental Shelf. Estimated value is NOK 1.4 billion. ■ Aker Solutions ended the process to acquire the oil services company NPS Energy. ■ AMC Connector AS sold the subsea construction and cable-lay vessel Lewek Connector (previously called AMC Connector) to Ocean Yield AS.
Financial highlights
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Group overview All figures below relate to continuing operations unless otherwise stated.
Key figures Amounts in NOK million Operating revenues and other income EBITDA EBITDA margin EBIT Net profit cont. operations Net profit from discont. operations Profit for the period Earnings per share (EPS)2 Order intake Order backlog NCOA3 continuing operations
Q4 12
Q4 11
Q1 12
Q2 12
Q3 12
2012
2011
12 034 1 2202 10.1 % 875 504
11 600 1 047 9.0 % 770 684
9 837 1 040 10.6 % 809 526
11 893 1 3572 11.4 % 1 055 678
11 158 1 122 10.1 % 834 552
44 922 4 7392 10.5 % 3 573 2 260
36 474 3 4451 9.4 % 2 569 1 591
504 1.86 9 117 56 698
684 2.50 7 900 41 449
526 1.93 11 307 42 890
678 2.50 22 982 54 123
552 2.04 16 906 59 655
2 260 8.332 60 312 56 698
3 663 5 254 19.371 41 327 41 449
1 866
306
1 273
2 719
3 488
1 866
306
¹ Of which NOK 757 million from the sale of Aker Marine Contractors included in other income 2 NOK 165 million gain from sale of real estate in Q2 2012 and NOK 160 million in Q4 2012 3 NCOA = Net current operating assets continuing operations, excluding held for sale 4 Basic EPS
Income statement Fourth quarter consolidated revenues amounted to NOK 12 034 million, an increase of 4 per cent compared with the corresponding quarter in 2011. Revenues for the year were NOK 44 922 million compared to NOK 36 474 million last year, an increase of 23 per cent. EBITDA for the fourth quarter of 2012 was NOK 1 220 million (including non-recurring items of NOK 160 million from the sale of real estate) compared to NOK 1 047 million for the fourth quarter of 2011. EBITDA for the year was NOK 4 739 million compared to NOK 3 445 million for the year 2011. The increase in operating revenues and EBITDA reflect strong markets and high activity in the businesses. The EBITDA margin for the fourth quarter of 2012 was 10.1 per cent (adjusted EBITDA margin was 8.9 per cent). The corresponding figure for fourth quarter of 2011 was 9.0 per cent. EBITDA margin for the year was 10.5 per cent compared to 9.4 per cent for the year 2011 Net financial items for the fourth quarter were negative NOK 166 million, compared to a positive NOK 12 million for the same period in 2011. In the fourth quarter 2011 financial items were positively influenced by foreign exchange gains on financial investments and capitalisation of borrowing costs. Fluctuations in the fair value of hedging transactions which did not qualify for hedge accounting, represented an accounting loss of NOK 99 million in the fourth quarter, of which a loss of NOK 25 million is booked under EBITDA and a loss of NOK 74 million is booked under financial items. Pre-tax profit for the fourth quarter of 2012 was NOK 635 million compared to NOK 823 million for the same period in 2011. Tax expenses for the fourth quarter were NOK 131 million. This corresponds to an effective tax rate of 21 per cent. The low tax rate is mainly explained by the accounting gain from sale of real estate, which is a non-taxable gain. Net profit for the fourth quarter was NOK 504 million. This represents earnings per share of NOK 1.86
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Cash flow Cash flow from continuing operating activities was positive NOK 2 443 million in the fourth quarter. This reflects a NOK 1 622 million decrease in net current operating assets, from NOK 3 488 million at the end of the third quarter, to NOK 1 866 million at the end of the fourth quarter of 2012. The main reason for the decrease in the net current operating assets is phasing of the projects. The working capital tied up in each of the projects may fluctuate a lot depending on where in the execution process the project is. The working capital level in the total group may fluctuate depending on the phasing of some of the key projects. This is especially the case in Products Solutions. However, “over the cycle” we expect a working capital level of 5% - 6% of annualized revenue based on the existing business mix. Our liquidity reserves were solid at the end of the year with cash and bank deposits of NOK 1.2 billion. Undrawn committed long-term bank revolving credit facilities amounted to NOK 8.0 billion, giving a total liquidity buffer of NOK 9.2 billion.
Balance sheet The company has a healthy financial position with a comfortable debt level. Equity ratio at the end of the fourth quarter was 29.8 per cent compared to 29.6 per cent at the end of the third quarter 2012. Gross interest-bearing debt amounted to NOK 7.7 billion at the end of the fourth quarter. Net interestbearing items were NOK 5.4 billion, compared to NOK 6.0 billion in the previous quarter. In October 2012 AMC Connector AS, which was owned 50% by Aker Solutions, sold the subsea construction and cable-lay vessel Lewek Connector (previously called AMC Connector) to Ocean Yield AS. The vessel was sold for a total consideration of USD 315 million, which gave a small positive result effect for Aker Solutions. The sale also provided Aker Solutions with a net cash release of approximately NOK 345 million. In November Aker Solutions ASA signed a multicurrency credit facility of EUR 400 million. The credit facility is split into a 3-year tranche of EUR 270 million and a 1.5-year tranche of EUR 130 million and will be used for general corporate purposes.
Order intake and backlog Order intake in the fourth quarter was NOK 9.1 billion compared to NOK 7.9 billion in the fourth quarter of 2011. At the end of the fourth quarter, the order backlog was NOK 56.7 billion, an increase of NOK 15.3 billion or 37 per cent from the fourth quarter of 2011. Order intake represents both new contracts and growth in existing contracts. The order backlog contains values of signed contracts and estimated values for the firm contract periods concerning frame agreements and service contracts. Estimated values for option periods are not included in the order backlog.
Market trends and prospects Aker Solutions experiences strong demands for its services in most regions of the world, and tendering activity is high. The increasing number of complex and deepwater fields in the global offshore industry creates a strong international demand for Aker Solutions’ conceptual engineering and front-end design services in ENG. The subsea market, a key driver for SUB and UMB, is in high growth, and Aker Solutions is tendering for major opportunities in the North Sea, Brazil, Asia Pacific and West of Africa.
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At present, about 97 deepwater drilling vessels are on order world-wide. Several industry analysts expect on average 20-30 new-builds to be delivered each year until 2020. These represent important opportunities for DRT and MLS. There is high tender activity with Asian yards. A trend of complexity associated with the deep water domain is the large market segment of floating production systems. The industry is at an all-time high with a backlog of 73 on order, and 235 potential projects in final design, planning or study phase. Floating production structures provide significant opportunities for ENG, PRS, MLS, SUB and UMB. The North Sea remains the world’s largest regional offshore market and new discoveries give increased confidence. Capex and opex markets are strong. Global brownfield markets have a positive long term outlook, and MMO sees a healthy demand for its offerings going forward. The WIS and OMA businesses see market opportunities in the North Sea, West of Africa, Brazil and the Middle East. The Brazilian market is set to become the single largest offshore market over the next five years, and is moving from heavy oil, sandstone and post-salt towards light oil and pre-salt carbonate. The market is characterised by local content requirements and strong local players. In North America, offshore activity is picking up and the developments are moving to increasingly deeper waters. West Africa, dominated by Nigeria and Angola, is characterised by increasing local content requirements and deep waters. Opportunities are starting to emerge in East Africa as a potential new oil and gas province. The markets in Asia Pacific are gas-focused and the expected growth in spending is high, over 15 per cent per year until 2015.
Strategic development and investments Aker Solutions expanded its subsea business by establishing a subsea lifecycle service base in Labuan, Malaysia. The objective is to support all installed and future shallow and deepwater projects within the Asia Pacific region. In October, Aker Solutions acquired a fabrication facility in Sandnessjøen, Norway, to increase its fabrication capacity in the Norwegian Sea and further north. The purchase is part of Aker Solutions’ northern Norway strategy. As the oil and gas industry moves further north, it is important to build up capacity in northern Norway. Aker Solutions bought the Canadian Asset Integrity Management (AIM) company Thrum Energy Inc. The acquisition will grow Aker Solutions’ AIM portfolio and increase the company’s presence in the Atlantic Canada market. Separation Specialists Inc., a California-based provider of produced water de-oiling products and field services was bought by Aker Solutions. This strengthens the company’s position in the produced water deoiling segment. Aker Solutions strengthens its commitment to the Canadian oil and gas market through taking full ownership of Newfoundland Labrador-based AKCS Offshore Partner. The company is offering maintenance, modifications and operations (MMO) services. In November 2012 a transaction was closed for the buyback of four of Aker Solutions’ key leased manufacturing and service facilities in Norway. The investment includes 100 % of share capital and assumed debt, approximately NOK 700 million in total, in a company owning these properties. The company has no employees. In January 2013 Aker Solutions acquired a majority stake in Aberdeen-based Enovate Systems Limited, a leading technology company within subsea well control equipment. Enovate has developed a wide range of unique and patented components and products for use in open water workover systems, in riser workover
© 2013 Aker Solutions
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systems, rigless intervention systems and drilling safety systems. Specific advantages are superior cutting and sealing capabilities and the unique use of complete metal to metal sealing solutions.
Health, Safety and Environment We had 18 Total Recordable Injuries in Q4. 4 of these resulted in Lost Time. The majority of the injuries were finger injuries. We also had some foot and head injuries from slip and fall. This resulted in a LTIF reduced from 0,55 in Q3 to 0,31 in Q4. TRIF is down from 1,72 in Q3 to 1,39 in Q4. (Both frequencies based one million worked hours). In Q4 we won three HSE awards:
MMO wins BP safety award in appreciation of the excellent HSE results achieved in the Norwegian continental shelf on the frame agreement for the Ula, Valhall, Tambar and Hod platforms
Aker Solutions’ manufacturing centre for Surface Products in Batam Indonesia has won the national environmental award
Aker Solutions achieves gold in the annual 2012 IFAP/ CGU Safe Way Awards in Australia
During fourth quarter Aker Solutions has good progress rolling out the new HSE initiatives. Among these is a new HSE leadership course and a new HSE movie, “Committed to Care”. In addition we roll out a new tool for self-assessment of compliance towards our HSE Operating System, the HSE plan elements and major lessons learned from serious incidents.
The Aker Solutions share The share price increased from NOK 108.50 at the end of the third quarter 2012 to NOK 112.90 at the end of the fourth quarter 2012. During the fourth quarter, the average share price was NOK 112.79, the highest closing share price was NOK 117.00 and the lowest closing share price was NOK 110.10. The daily turnover averaged 957,565 shares. Market capitalisation was NOK 30.9 billion at the end of the fourth quarter 2012, compared to NOK 29.7 billion at the end of the third quarter. In connection with the share purchase programme for employees, Aker Solutions sold 3 221 own shares during the fourth quarter of 2012. By the end of the fourth quarter of 2012, Aker Solutions thus owned 3,490,985 of own shares, or 1.27 per cent, of the company’s 274,000,000 shares.
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Business segments Engineering Solutions The revenues for Engineering Solutions in the Amounts in NOK mill fourth quarter of 2012 were in line with the Operating revenues corresponding quarter last year. The revenue EBITDA growth came to 39 per cent in 2012 compared EBITDA margin to 2011. The high revenue is due to generally NCOA high activity and growth in the EPC family Net capital employed venture projects. Engineering Oslo had Order intake continued strong performance. Engineering Order backlog Malaysia reported good results in the first three Employees quarters, but is suffering from lack of new orders in the last quarter. Engineering India is suffering from a very challenging downstream market.
Q4 12
Q4 11
2012
2011
1 167
1 170
4 508
3 253
119
145
499
374
10.2% 12.4 %
11.1%
11.5 %
181
(21)
181
(21)
1 157
1 040
1 157
1 040
645
592
3 507
4 515
2 549
3 703
2 549
3 703
3 426
3 518
3 426
3 518
The establishment and build-up of the office in London is developing well and has grown to approximately 220 people. The first study projects and FEED work has been executed. Front End activities have been high and have been established in Houston, Malaysia and Perth in addition to Oslo. Engineering is taking a lead role in establishment of the Front End Spectrum across all business areas in Aker Solutions. Front End Oslo has been involved in all strategic new field developments on the Norwegian Continental shelf in 2012. Engineering Solutions is planning for presence in Rio de Janeiro as well as building presence in Tromsø and Sandnessjøen, northern Norway. The recruitment activity is high, and Aker Solutions continues to expand its engineering capacity to meet projected future demand. Tender activity has been high and expects to be high going forward due to strong demand on projects. However, a number of projects tendered by Kvaerner with Engineering as a sub-supplier have recently been lost due to price.
Product Solutions Product Solutions consists of the business areas: Subsea (SUB), Umbilicals (UMB), Drilling Technologies (DRT), Process Systems (PRS) and Mooring and Loading Systems (MLS). The key figures for these segments are as follows.
Amounts in NOK mill
Q4 12
Q4 11
Operating revenues
7 079
6 541
EBITDA EBITDA margin NCOA
2011
628
563
2 336
1 136
8.9%
8.6%
9.2%
5.8%
2 567
1 729
2 567
1 729
10 001
8 208
10 001
8 208
5 809
5 272
29 357 25 840
Order backlog
25 623
22 098
25 623 22 098
Employees
12 974
10 741
12 974 10 741
Net capital employed Order intake
© 2013 Aker Solutions
2012
25 291 19 706
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Revenues in SUB increased with 30 per cent compared to the fourth quarter last year and 52 per cent compared to the year 2011. Strong progress on hardware deliveries and projects in the North Sea and the Asia Pacific business was the main driver behind the growth. EBITDA margin in SUB came to 8.2 per cent in the quarter and to 8.3 percent for the year. The acquisition of Enovate gives access to leading subsea well control technology. In UMB the revenues decreased by 18 per cent in the fourth quarter compared to the fourth quarter last year due to delayed awards of projects. The EBITDA margin for the quarter increased compared to the last quarters. UMB is still executing on projects awarded during a period with challenging market conditions and have had some execution challenges. Tender activity is high and the market outlook is positive. For DRT, revenues in the quarter were in line with the corresponding quarter last year. The revenue growth came to 23 per cent in 2012 compared to 2011. Projects have continued to deliver well. EBITDA margin came to 11.3 per cent in the fourth quarter and 12.1 per cent for the year. Order intake for the year was strong due to award of seven drilling packages for Jurong in Brazil. PRS revenues for the fourth quarter and the year 2012 were above last year’s revenues for the corresponding periods. The low EBITDA is due to losses on projects in Brazil. The Brazil losses were partly compensated by strong performance for PRS Norway, PRS Australia and Aker Midsund.
SUB
Q4 12
Q4 11
2012
2011
Operating revenues
3 429
2 638
12 174
8 004
EBITDA
282
143
1 005
(138)
EBITDA margin
8.2%
5.4%
8.3%
-1.7%
Order intake
2 348
1 991
9 882
11 434
Order backlog
9 261
11 887
9 261
11 887
UMB
Q4 12
Q4 11
2012
2011
561
685
1 998
2 046
39
64
94
194
7.0%
9.3%
4.7%
9.5%
Operating revenues EBITDA EBITDA margin Order intake
31
524
1 618
2 306
Order backlog
1 114
1 522
1 114
1 522
DRT
Q4 12
Q4 11
2012
2011
Operating revenues
2 420
2 408
8 696
7 088
274
289
1 050
878
11.3%
12.0%
12.1%
12.4%
2 889
2 073
15 235
9 771
13 352
6 939
13 352
6 939
Q4 12 463 (6) -1.3% 372 1 280
Q4 11 410 18 4.4% 532 1 029
2012 1 520 29 1.9% 1 824 1 280
2011 1 469 37 2.5% 1 469 1 029
EBITDA EBITDA margin Order intake Order backlog PRS Operating revenues EBITDA EBITDA margin Order intake Order backlog
MLS Operating revenues EBITDA EBITDA margin
Q4 12
Q4 11
2012
2011
263
313
1 062
1 148
39
49
158
165
14.9% 14.4%
14.8%
15.7%
Order intake
180
245
859
1 005
Order backlog
626
831
626
831
MLS revenues for the fourth quarter and the year 2012 were below last year’s revenues for the corresponding periods due to late incoming orders and low activity in the Marine segment. All business segments in MLS delivered good EBITDA contribution.
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Field-Life Solutions Field-Life Solutions consists of the business areas: Maintenance, Modifications & Operations (MMO), Well Intervention Services (WIS) and Oilfield Services & Marine Assets (OMA). The key figures for these segments are as follows.
MMO revenues in the quarter were in line with the corresponding quarter last year. The revenue growth for the year came to 16 per cent compared to 2011, due to high activity on the project portfolio in general and to high activity on Joint Venture projects with other business areas. The EBITDA margin was 7.9 per cent in the fourth quarter, somewhat down compared to the corresponding quarter last year due to phasing of projects. Order intake for the year 2012 was strong with NOK 12 billion. Activity level and EBITDA for WIS in the fourth quarter were low compared to the corresponding quarter last year due to low performance in the UK and close-down costs related to the Process business in Norway.
Amounts in NOK mill
Q4 12
Q4 11
2012
2011
Operating revenues
3 677
3 716
14 320
12 178 1 025
EBITDA
357
334
1 544
EBITDA margin
9.7%
9.0%
10.8%
8.4%
NCOA
(446)
(757)
(446)
(757)
Net capital employed
7 843
8 480
7 843
8 480
Order intake
2 610
2 069
27 944
10 232
29 726 16 185
29 726
16 185
9 714
8 035
Order backlog Employees
9 714
8 035
MMO
Q4 12
Q4 11
2012
2011
Operating revenues
2 898
2 910
11 061
9 547
EBITDA EBITDA margin Order intake
230
243
974
833
7.9%
8.4%
8.8%
8.7%
1 092
1 418
12 064
8 540
Order backlog
13 522 12 583
13 522
12 583
WIS
Q4 12
Q4 11
2012
2011
584
624
2 300
2 102
Operating revenues EBITDA
96
114
410
404
16.4%
18.3%
17.8%
19.2%
Order intake
1 255
472
2 927
1 493
Order backlog
2 737
2 141
2 737
2 141
OMA
Q4 12
Q4 11
2012
2011
EBITDA margin
OMA had revenues of NOK 203 million in the Operating revenues 203 199 1 028 581 fourth quarter and an EBITDA of NOK 31 EBITDA 31 (23) 160 (212) million. In the fourth quarter, the vessel Skandi EBITDA margin 15.3% (11.6)% 15.6% (36.5)% Aker has undergone preparations for the Order intake 270 196 13 141 251 announced well intervention contract in West Order backlog 13 585 1 463 13 585 1 463 Africa. The vessel Skandi Santos is on a long term contract with Petrobras and has had record high operational performance for the year with 98 per cent uptime. The vessel Aker Wayfarer was on contract in Brazil until mid-June and was transferred to serve on a contract in the North Sea until October. The vessel has been off-hire since October. From May/June 2013 the vessel will be on contract for a period of 230 days offshore Brazil. The system definition phase on Cat-B has taken longer time than expected. In May, Aker Solutions sold 50 per cent of the shares in AMC Connector AS, owning the vessel AMC Connector. The vessel is on a long term bareboat charter with EMAS AMC. In October, AMC Connector AS sold the subsea construction and cable-lay vessel Lewek Connector (previously called AMC Connector) to Ocean Yield AS. Through OMA, Aker Solutions owns 50 per cent of the company Aker DOF Deepwater, which has five vessels operating in the anchor handling market. The share of profit from Aker DOF Deepwater is reported under financial items.
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Principal risks and uncertainties Operational risk is the ability to deliver existing contracts at the agreed time, quality, functionality and cost. Delivering projects and equipment in accordance with the contract terms and the anticipated cost framework represents a substantial risk element, which will be the most significant factor affecting Aker Solutions’ financial performance. Results also depend on costs, both Aker Solutions’ own and those charged by suppliers, and on interest expenses, exchange rates and customers’ ability to pay. Aker Solutions also frequently engages in mergers & acquisitions and other transactions that could expose the company to financial and other non-operational risks such as warranty claims and price-adjustment mechanisms. Aker Solutions has established guidelines and systems to manage its exposure in the financial markets. These systems cover, among other issues, currency, interest rate, tax, counterparty and liquidity risks. Aker Solutions works systematically with risk management in all its business areas, and has extensive systems and procedures in place to manage risk.
Fornebu, 14 February 2013 Board of Directors and President Aker Solutions ASA
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Aker Solutions group in figures On 1 April 2012 Aker Solutions changed accounting policy for defined benefit plans. Prior periods have been restated. See note 2 for further information.
Condensed consolidated income statement Group summary: Amounts in NOK million
Note
Operating revenues and other income Operating expenses EBITDA Depreciation, amortisation and impairment Operating profit Financial income Financial expenses Profit (loss) from equity-accounted investees Profit (loss) on foreign currency forward contracts Profit (loss) before tax Income tax (expense) benefit Net profit (loss) continuing operations
Q1 2012
Q2 2012
Q3 2012
Q4 2012
Q4 2011
1.1-31.2 2012
9 837 (8 797) 1 040 (231) 809 12 (116) 12 25 742 (216) 526
11 893 (10 536) 1 357 (302) 1 055 50 (145) (22) (92) 846 (168) 678
11 158 (10 036) 1 122 (288) 834 10 (129) 3 16 734 (182) 552
12 034 (10 814) 1 220 (345) 875 38 (223) 19 (74) 635 (131) 504
11 600 (10 553) 1 047 (277) 770 60 (40) (8) 41 823 (139) 684
44 922 (40 183) 4 739 (1 166) 3 573 110 (613) 12 (125) 2 957 (697) 2 260
1.1-31.12 2011
1
1
36 474 (33 029) 3 445 (876) 2 569 183 (641) (73) 35 2 073 (482) 1 591
Discontinued operations Net profit discontinued operations Profit for the period
526
678
552
504
684
2 260
3 663 5 254
Attributable to: Equity holders of Aker Solutions ASA Non-controlling interests
522 4
674 4
549 3
504 -
675 9
2 249 11
5 218 36
Basic earnings per share (NOK) Diluted earnings per share (NOK)
4 4
1,93 1,93
2,50 2,50
2,04 2,02
1,86 1,85
2,50 2,50
8,33 8,30
19,37 19,33
Basic earnings per share (NOK) for continuing operations Diluted earnings per share (NOK) for continuing operations
4 4
1,93 1,93
2,50 2,50
2,04 2,02
1,86 1,85
2,50 2,50
8,33 8,30
5,77 5,76
1) Hedge transactions not qualifying for hedge accounting represent an accounting gain to EBITDA (NOK 36 million) and a loss under financial items (NOK 125 million).
Condensed consolidated statement of comprehensive income Amounts in NOK million Net profit for the period Other comprehensive income: Cash flow hedges, demerger Kvaerner Cash flow hedges, effective portion of changes in fair value Cash flow hedges, reclassification to income statement Cash flow hedges, deferred tax Defined benefit plan actuarial gains (losses) Defined benefit plan actuarial gains (losses), tax effect Change in fair value reserve Translation differences Total comprehensive income Total comprehensive income attributable to: Equity holders of Aker Solutions ASA Non-controlling interests
© 2013 Aker Solutions
Q1 2012
Q2 2012
Q3 2012
Q4 2012
Q4 2011
1.1-31.12 2012
1.1-31.12 2011
526
678
552
504
684
2 260
5 254
164 (66) (27) 104 (146) 555
(131) 62 18 (13) (18) 596
(46) 4 12 10 57 (148) 441
(27) 58 (9) 162 (48) (37) (156) 447
(264) 188 14 (200) 56 8 102 588
(40) 58 (6) 172 (48) 111 (468) 2 039
(13) (171) 203 (9) (192) 56 8 155 5 291
551 4
604 (8)
432 9
457 (10)
587 1
2 044 (5)
5 280 11
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Condensed consolidated balance sheet Amounts in NOK million
Note
Deferred tax asset Intangible assets Property, plant and equipment Other non-current operating assets Investments Interest-bearing non-current receivables Total non-current assets Current tax assets Current operating assets Interest-bearing current receivables Cash and cash equivalents Assets classified as held for sale/distribution to owners Total current assets Total assets
2
Equity attributable to equity holders of Aker Solutions ASA Non-controlling interests Total equity Deferred tax liabilities Employee benefits obligations Other non-current liabilities Non-current borrowings Total non-current liabilities Current tax liabilities Other current operating liabilities Current borrowings Liabilities classified as held for sale/distribution to owners Total current liabilities Total liabilities and equity
Condensed consolidated statement of cash flow
4 2
Cash and bank deposits as at the beginning of the period Cash and cash equivalents in Kvaerner at demerger Cash and bank deposits as at the end of the period
30.6 2012
30.9 2012
31.12 2010
31.12 2011
445 6 331 7 732 185 815 702 16 210 81 16 078 492 1 091 1 891 19 633 35 843
544 6 496 8 179 179 1 029 767 17 194 71 19 320 683 622 20 696 37 890
559 6 603 8 518 174 1 086 757 17 697 53 19 270 665 1 313 21 301 38 998
570 6 884 10 041 168 852 672 19 187 68 19 325 421 1 214 21 028 40 215
487 6 783 7 494 221 581 225 15 791 238 16 942 621 3 198 3 136 24 135 39 926
533 6 310 7 409 192 664 704 15 812 103 14 422 534 1 308 1 831 18 198 34 010
11 360 173 11 533 1 187 918 555 6 044 8 704 77 14 805 675 49 15 606 35 843
10 790 159 10 949 1 284 940 532 6 561 9 317 179 16 601 844 17 624 37 890
11 363 170 11 533 1 434 979 431 8 628 11 472 150 15 782 61 15 993 38 998
11 823 157 11 980 1 828 805 415 6 683 9 731 37 17 459 1 008 18 504 40 215
9 950 189 10 139 746 850 753 7 508 9 857 115 17 560 716 1 539 19 930 39 926
10 797 169 10 966 1 173 963 661 5 371 8 168 86 14 116 629 45 14 876 34 010
1.1-31.12 2012
1.1-31.12 2011
4
Q1 2012
Q2 2012
Q3 2012
1
Q4 2012
Q4 2011
1 040 (1 162) (122) (584) (75) (49) (708) 688 10 698 (34) (166)
1 357 (1 844) (487) (692) 1 227 (62) (12) 461 551 (1 057) 65 (441) (53) (520)
1 122 (1 173) (51) (597) (101) (76) (774) 1 595 (44) 1 551 (35) 691
1 220 1 223 2 443 (1 088) 330 (224) (982) (1 552) (2) 7 (1 547) (13) (99)
1 047 135 1 182 (2 039) (37) (42) (105) (2 223) 937 (6) 8 939 53 (49)
4 739 (2 956) 1 783 (2 961) 1 227 92 (361) (2 003) 1 282 (1 059) 38 261 (135) (94)
3 445 382 3 827 (3 387) 3 516 (677) 346 (202) (2 106) (747) (25) (2 878) (432) 315
1 357 1 308
1 308
3 198 (2 205) 1 308
1 308 1 142
2
1 142
622
1 313
622
1 313
1 214
1)
Includes cash flow from discontinued operations.
2)
Includes cash and cash equivalents in AMC Connector AS of NOK 51 million, included in assets classified as held for sale/distribution to owners.
© 2013 Aker Solutions
31.12 2012
1
Amounts in NOK million EBITDA Change in cash flow from operating activities Net cash flow from operating activities Capital expenditure Proceeds from sale of businesses Acquisition of subsidiaries, net of cash acquired Cash flow from other investing activities Net cash flow from investing activities Change in external borrowings Dividends Cash flow from other financing activities Net cash flow from financing activities Translation adjustments Net decrease (-) / increase (+) in cash and bank deposits
31.3 2012
1 214
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Condensed consolidated statement of change in equity Q1 2012
Amounts in NOK million Equity as of the beginning of the period Effect of pension policy change Restated equity as of the beginning of the period Total comprehensive income Dividends Demerger of Kvaerner Treasury shares Employee share purchase programme Change in non-controlling interests Equity as of the end of the period
2
4
Q2 2012
Q3 2012
Q4 2012
Q4 2011
11 317 (351) 10 966 555 12 11 533
11 533 596 (1 057) (109) (14) 10 949
10 949 441 167 (28) 4 11 533
11 533 447 (2) 7 (5) 11 980
10 382 588 1 11 (16) 10 966
Q1 2012
Q2 2012
Q3 2012
Q4 2012
Q4 2011
5 394 3 261 995 1 310 (1 123) 9 837
6 620 3 709 1 229 1 511 (1 176) 11 893
6 198 3 673 1 117 1 431 (1 261) 11 158
7 079 3 677 1 167 1 533 (1 422) 12 034
6 541 3 716 1 170 1 251 (1 078) 11 600
Q1 2012
Q2 2012
Q3 2012
Q4 2012
Q4 2011
1.1-31.12 2012 11 317 (351) 10 966 2 039 (1 059) 58 (23) (1) 11 980
1.1-31.12 2011 10 354 (215) 10 139 5 291 (747) (3 688) (79) 77 (27) 10 966
Revenue by segment Amounts in NOK million Product Solutions Field Life Solutions Engineering Solutions Other Eliminations Total
1.1-31.12 2012 25 291 14 320 4 508 5 785 (4 982) 44 922
1.1-31.12 2011 19 706 12 178 3 253 5 459 (4 122) 36 474
EBITDA by segment Amounts in NOK million Product Solutions Field Life Solutions Engineering Solutions Other Total
501 377 109 53 1 040
619 449 129 160 1 357
588 361 142 31 1 122
628 357 119 116 1 220
563 334 145 5 1 047
1.1-31.12 2012 2 336 1 544 499 360 4 739
1.1-31.12 2011 1 136 1 025 374 910 3 445
EBIT by segment Amounts in NOK million
Q1 2012
Product Solutions Field Life Solutions Engineering Solutions Other Total
398 273 105 33 809
Q2 2012 511 289 118 137 1 055
Q3 2012
Q4 2012
Q4 2011
1.1-31.12 2012
455 242 133 4 834
500 188 109 78 875
434 240 113 (17) 770
1 864 992 465 252 3 573
1.1-31.12 2011 716 675 345 833 2 569
Net current operating assets by segment 1
Amounts in NOK million
31.12 2012
30.6 2012
30.9 2012
31.12 2012
31.12 2011
Product Solutions Field Life Solutions Engineering Solutions Other Total
2 172 (453) 39 (485) 1 273
3 027 1 113 (422) 2 719
3 949 (91) 154 (524) 3 488
2 567 (446) 181 (436) 1 866
1 729 (757) (21) (645) 306
1)
1
Excluding assets and liabilities held for sale.
© 2013 Aker Solutions
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Net capital employed by segment 1
Amounts in NOK million Product Solutions Field Life Solutions Engineering Solutions Other Total 1)
31.12 2012 9 092 9 054 1 045 (1 551) 17 640
30.6 2012 9 940 8 319 1 112 364 19 735
30.9 2012 10 986 8 246 1 031 697 20 960
1
1
31.12 2012
31.12 2011
10 001 7 843 1 157 1 776 20 777
8 208 8 480 1 040 (1 794) 15 934
Excluding assets and liabilities held for sale.
Notes Note 1 General Aker Solutions ASA (the company) is a company domiciled in Norway. The consolidated financial statements of Aker Solutions ASA comprise the company and its subsidiaries (together referred to as the group) and the group's interests in associates and jointly controlled entities and assets.
Note 2 Basis for preparation Aker Solutions' interim financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as approved by the European Union and their interpretations adopted by the International Accounting Standards Board (IASB). The interim report does not include all of the information required for full annual consolidated financial statements, and should be read in conjunction with the consolidated financial statements of the group for 2011. The accounting policies applied in the interim financial statements are the same as those described in the annual report 2011 for Aker Solutions, except for accounting policy related to defined benefit obligations (see below). The condensed consolidated interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting. The Interim Financial Statements are unaudited. On 1 January 2011, Aker Solutions adopted revised IAS 24 Related Party disclosures. Following the revised definition of related party in the standard, Kvaerner is not a related party of Aker Solutions. However, due to the relationship in 2011, transactions and balances between Kvaerner entities and Aker Solutions entities were reported as related party transactions. As from 2012, transactions with Kvaerner are not considered related party transactions under IAS 24 and are not reported as such in the financial statements. Significant volume of business will continue to take place between Kvaerner entities and Aker Solutions entities in the ordinary course of business as disclosed in the 2011 Annual report. The annual report for 2011 is available on www.akersolutions.com. Changes in accounting policies related to defined benefit obligations Aker Solutions previously recognised actuarial gains and losses which exceeded the greater of 10 per cent of the defined benefit obligation and 10 per cent of plan assets. Actuarial gains and losses exceeding this amount were divided by the expected remaining working lives of the plan members when recognised in the income statement. Under the new policy, actuarial gains and losses will be recognised in full in the period in which they occur. Actuarial gains and losses will be recognised in other comprehensive income. In addition, certain items of the pension expense has been reclassified from operating to financial items. Aker Solutions has opted to change accounting policy for actuarial gains and losses in order to better align accounting treatment for defined benefit pension plans with the revised standard which will be implemented on 1 January 2013. The changes in accounting policies have been applied retrospectively and had an insignificant effect on earnings per share in 2011 and Q1 2012. The tables below summarises the adjustments made to the financial statements on implementation of the new accounting policies. The net effect of the policy change on the consolidated balance sheet that has previously been reported is shown in the table below:
Amounts in NOK million Reduction in Other non-current operating assets (pension asset) Increase of Employee benefits obligations Reduction in Deferred tax liabilities Net effect on equity
31.3 2012 (102) (351) 127 (326)
31.12 2011 (102) (386) 137 (351)
30.9 2011 (71) (216) 80 (207)
30.6 2011 (80) (210) 81 (209)
30.3 2011 (81) (213) 82 (212)
The effect of the policy change on the consolidated income statement for Q1 2012 is shown in the table below:
Amounts in NOK million Operating revenues and other income Operating expenses EBITDA Depreciation, amortisation and impairment Operating profit Net financial items Income tax (expense) benefit Net profit (loss) continuing operations
Q1 2012 as reported
Adjustment
Q1 2012 restated
9 837 (8 835)
38
9 837 (8 797)
1 002 (231) 771 (63) (206) 502
38 38 (4) (10) 24
1 040 (231) 809 (67) (216) 526
The policy change would have increased profit after tax for continuing operations with NOK 14 millions in 2011. The amount has been considered immaterial, and the income statements for 2011 has not been restated.
© 2013 Aker Solutions
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Note 3 Judgements, estimates and assumptions In applying the accounting policies, management makes judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revision to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In preparing these interim financial statement, the significant judgements made by management in applying the group's accounting policies and the key sources of uncertainty in the estimates were consistent with those applied to the consolidated financial statements as at and for the period ended 31 December 2011.
Note 4 Share capital and equity At the end of Q4 2012 Aker Solutions ASA has 274 000 000 ordinary shares at a par value of NOK 1.66 per share, and holds 3 490 985 treasury shares in the end of 2012. In their annual meeting on April 13, 2012 the shareholders of Aker Solutions ASA approved a dividend payment of NOK 3.90 per share for 2011 which was proposed by the Board of Directors. The payment was made on 27 April 2012. The average number of outstanding shares, which is used to calculate earnings per share, has been: For the period 1 January - 31 March 2012: 269 875 353 (diluted 270 456 630) For the period 1 April - 30 June 2012: 269 524 810 (diluted 269 930 815) For the period 1 July - 30 September 2012: 270 292 938 (diluted 271 039 757) For the period 1 October - 31 December 2012: 270 507 274 (diluted 271 714 628) For the period 1 January - 30 December 2012: 270 048 870 (diluted 271 025 655) Diluted number of shares includes the anticipated effects of rights to receive bonus shares as part of the Employee share purchase programme launched in 2010 and 2011.
Note 5 Related party The group has several related party relationships between parents, subsidiaries, associates and joint ventures and with its directors and executive officers and directors. The largest shareholder of Aker Solutions, Aker Kvaerner Holding AS, is controlled by Aker ASA (70 per cent) which in turn is controlled by Kjell Inge Røkke and his family through TRG Holding AS and The Resource Group AS. All entities which Kjell Inge Røkke controls are considered related parties to Aker Solutions. Aker Solutions believes that all transactions with related parties have been based on arm's length terms. Below is a description of the most significant transactions and balances with related parties in 2012. Related party transactions with Aker Aker Capital AS Aker Solutions agreed in March 2012 to increase the ownership in Aker Clean Carbon to 100 per cent, by taking over Aker Capital AS' stake of 50 per cent. Aker Capital is a wholly-owned subsidiary of Aker ASA. The transaction includes a cash element of NOK 0 (zero) at the time of the takeover, and an agreement between the parties, by which the acquirer will pay an amount to the seller, based on earnings from new technology agreements within the coming 10 years. The seller's entitlement to financial compensation has been capped at the amount equal to Aker ASA's total investment in Aker Clean Carbon, which is NOK 147 million, plus 12 per cent p.a. Fair value of the consideration in the transaction is estimated to be NOK 0 (zero). Ocean Yield AS AMC Connector AS agreed on 11 October 2012 to sell Lewek Connector to Ocean Yield AS. Ocean Yield AS is a wholly owned subsidiary of Aker ASA and the transaction was conducted according to the amended shareholder agreement pertaining to related party transactions in Aker Kvaerner Holding. AMC Connector AS was, at the time of the transaction with Ocean Yield, a jointly controlled entity by Aker Solutions and Emas Offshore Limited. Lewek Connector was sold for a total consideration of USD 315 million, which gave a small positive result effect for Aker Solutions. Related party transactions with jointly controlled entities Aker DOF Deepwater AS A loan of NOK 258 million (NOK 234 million as of 31 December 2011) is given to the jointly controlled entity Aker DOF Deepwater (NIBOR 12 months + 1.5 per cent).
Note 6 Disposals AMC Connector AS On 22 October 2010, Aker Solutions entered into an agreement to sell its subsidiary Aker Marine Contractors (AMC) to Singapore based Ezra Holdings Ltd (Ezra). The transaction was completed in the first quarter of 2011. In addition to the disposal of AMC it was also agreed to transfer 50 per cent of Aker Solutions' ownership in the Aker Connector installation vessel (Lewek Connector), which was delivered from the yard in November 2011. This transaction took place on 16 May 2012 by selling 50 per cent of the shares in AMC Connector AS to Emas Offshore Limited. No gain was recognised related to the transaction. The remaining 50 per cent ownership of the company retained by Aker Solutions was accounted for as a jointly controlled entity according to the equity method until Aker Solutions acquired the shares back in October 2012 (see note 9 Business combinations and acquisition of subsidiaries).
Note 7 Deferred gain K2 Eiendom The construction of the office building at Fornebu was completed in April 2012 and a deferred accounting gain of NOK 165 million was recognised in Other income in Q2 2012. Jåttåvågen The construction of the office building at Jåttåvågen was completed in December 2012 and a deferred accounting gain of NOK 160 million was recognised in Other income in Q4 2012.
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Note 8 New share purchase programme In June 2012, employees in Aker Solutions acquired shares for approximately NOK 137 million as part of new share purchase programmes in the company.
Note 9 Business combinations and acquisition of subsidiaries AK Eiendomsinvest AS On 1 November 2012, Aker Solutions acquired 100 per cent of the shares and voting rights of AK Eiendomsinvest AS. The acquired company owns four of Aker Solutions' key leased manufacturing and service facilities in Norway. NOK 177 million was paid in consideration for the shares. The company has no employees. Transaction costs related to the acquisition amounts to NOK 2 million. Values in AK Eiendomsinvest at the time of acquistion NOK million Property, plant and equipment Deferred tax asset Current operating items Cash Borrowings Deferred tax liabilities Current operating liabilities Total Total consideration Cash and cash equivalents acquired Net cash paid
855 36 5 4 (534) (164) (25) 177 177 (4) 173
Business combinations (not material for the group) Aker Clean Carbon AS Aker Solutions agreed in March 2012 to increase the ownership in Aker Clean Carbon to 100 per cent, by taking over Aker Capital AS' stake of 50 per cent. The acquired business is part of the Engineering business area. See more information in note 5 Related party. On 27 April 2012, Aker Solutions acquired 100 per cent of shares and voting rights in Herman Hansen Mek. Verksted AS (HH). The acquisition of HH secures Aker Solutions' drilling technologies capacity and delivery capability as well as local assembly and testing competence for critical mechanical equipment. The acquired business have been included in Drilling Technologies business area. On 15 May 2012, Aker Solutions acquired 100 per cent of shares and voting rights in Lyngdal Mek. Verksted AS (LMV). The takeover of LMV has been made to increase the capacity to serve drilling customers in the North Sea market. The acquired business have been included in Drilling Technologies business area. On 17 July 2012, Aker Solutions acquired 100 per cent of shares and voting rights in Subsea House AS and SSH Engineering AS, owned by Subsea Holding AS. By acquiring Subsea House and SSH Engineering, Aker Solutions get access to skilled resources in a region where Aker Solutions has limited presence within the subsea industry segment. In addition, Aker Solutions also gets access to additional assembly and test capacity. The acquired businesses have been included in Subsea business area. On 22 of November 2012, Aker Solutions acquired the Canadian asset integrity management (AIM) company Thrum Energy Inc. The acquisition will grow Aker Solutions' AIM portfolio and increase the company's presence in the Atlantic Canada market. The acquired business have been included in MMO business area. On 31 December 2012, Aker Solutions acquired Separation Specialists Inc., a California-based provider of produced water de-oiling products and field services, which strengthens the international oil services company's position in the produced water de-oiling segment. The acquired business have been included in Process System business area. On 31 December 2012, Aker Solutions also Aker Solutions acquired outstanding 60 per cent of the Newfoundland and Labrador-based AKCS Offshore Partner. The acquisition will support Aker Solutions' growth plans in North America and be the foundation for further expansion in St. John's and Atlantic Canada. The acquired business have been included in MMO business area. Total consideration for these business combinations is estimated to NOK 236 million, of which NOK 169 million has been paid in cash. Goodwill has been recognised at a total value of NOK 110 million, and total assets of the acquired businesses aounts to approximately NOK 460 million NOK. Acquisition of a subsidiary On 11 October 2012 Aker Solutions acquired the remaining 50 per cent ownership of AMC Connector AS from Emas Offshore Limited. This was done in connection with the sale of the vessel Lewek Connector from AMC Connector AS to Ocean Yield AS (see Note 5 Related parties). Aker Solutions agreed to acquire the remaining 50 per cent for zero consideration and at the same time waived the outstanding receivable of NOK 252 million from Ezra Ltd. AMC Connector AS held approximately NOK 560 million in cash at the time of the transaction.
Note 10 Subsequent events On 29 January 2013 Aker Solutions agreed to acquire a majority stake in Aberdeen-based Enovate Systems Limited - a leading technology company within subsea well control equipment. The acquisition is subject to approval from the Norwegian competition authorities. The acquired business will be included in Subsea business area.
© 2013 Aker Solutions
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