Credit presentation Aker ASA - May 2018
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Aker ASA – an industrial investment company Long history of value creation: Founded in 1841, Aker ASA is an industrial investment company that creates shareholder value through active ownership. Sector view & expertise Aker is owned 68% by TRG, a company controlled by Chairman Kjell Inge Røkke Maritime assets Seafood & Marine Real estate & E&P Oil services & leasing Biotech finance Attractive portfolio: Net Asset Value of NOK 56.8 billion1) with portfolio companies positioned for growth and increasing upstream cash generation Creating value for shareholders: Delivered 29% annual total return to shareholders since 2004; policy to pay 2-4% of Net Asset Value in dividends to shareholders, 12% investment return target per annum over the cycle Value creation plan Active approach: Through participation on the board of directors, Aker drives operational and strategic improvement, assists in financing structures and assesses and evaluates M&A and restructuring cases Deep industry perspective: Concentrated on industries where we have in- Active ownership depth knowledge and can add substantial value Financial strength and flexibility: Strong balance sheet with ample Capital Strategic Restructuring Org. & human Operational structures & investment capacity, conservative leverage and growing upstream cash flow direction and M&A financing capital improvement 1) Based on closing prices of Aker’s listed holdings as per 23 May 2018, remaining assets and liabilities at reported book values per 31.03.18. NAV adjusted for NOK 1.3bn dividend paid in early May, but excluding other cash movements in the second quarter. AMSC TRS not adjusted May 2018 AKER ASA | Credit presentation 2
Aker has a history that dates back to 1841 1841 1967 1991 2002 2009 2016 Aker is founded Delivered Ocean Troll platform Aker and Kværner Aker focus as an AkerBP is created Viking – the rig that merge - now Aker industrial Investment discovered Norway’s Solutions Company first oil field 1841 1900 1970 1990 2000 2010 Today 1873 1973 1996 2004 2012 First turbine Ekofisk tank Røkke largest Aker Aker is relisted Ocean Yield is owner, RGI merge created w/ Aker in 1997 May 2018 AKER ASA | Credit presentation 3
Liquid and diversified portfolio weighted towards oil and gas Portfolio composition1) Gross asset value distribution Values per 23.05.2018 and Q1 2018, Aker % ownership Per 1Q 2018 (4Q 2017) Listed investments Other 2% (2%) Cash and liquid Real estate investments 1% (1%) Unlisted investments fund investments 6% (3%) Industrial Holdings Financial Investments Seafood & Marine Biotech 6% (5%) E&P 59% (58%) Aker BP 40.0% 43.9 1.2 Cash2) Aker Solutions1)) 34.8% 5.2 0.4 Liquid fund investments Akastor) 36.7% 1.9 1.1 Listed financial investments Maritime assets 13% (14%) NOK Listed: 85% Kvaerner 28.7% 1.5 0.7 Real Estate Investments3) Cash/LFI: 6% Ocean Yield 61.7% 6.8 2.6 Other financial investments3) 52.2bn Non-listed: 9% Oil Aker BioMarine3) 100.0% 1.4 services 13% (15%) Gross asset value 60.7 5.9 Net asset value 56.8 1) Based on closing prices of Aker’s listed holdings as per 23 May 2018, remaining assets and liabilities at reported book values per 31.03.18, AMSC TRS not adjusted 2) Cash adjusted for NOK 1.3bn dividend paid in early May, but excluding other cash movements in the second quarter 3) Reflected at book value per 31.03.18 May 2018 AKER ASA | Credit presentation 4
A growing and evolving portfolio 2% 1% 6% E&P 3% 3% 6% 7% 8% Oil services 14% 23% 13% Seafoods & Marine Biotech 13% Real estate investments NOK 8% NOK NOK 59% 10% Maritime assets 22.9bn 26.8bn 52.2bn 52% Cash and liquid fund inv. 10% 10% Other 13% 39% 2009 2012 1Q 2018 Main contributors to gross asset value: Main contributors to gross asset value: Main contributors to gross asset value: Cash Cash May 2018 AKER ASA | Credit presentation 5
Value creation through M&A: Aker Group executing transactions for over NOK 50 billion last two years AKER ASA 2016 2017 2018 Divestment Divestment Acquisition Investment Acquisition Acquisition Acquisition Aker Energy of real Investment of Havfisk of shares in in Solstad of shares in of shares in of shares in to acquire estate in Cxense and Norway Farstad Offshore Aker BP Cognite Aker BP Hess Ghana property Seafoods Shipping Portfolio companies 2016 2017 2018 Merger Acquisition Acquisitions Investment Acquisition of Merger Acquisition Acquisition Acquisition of between of two Sale of of four in perpetual 6 container Divestment between Acquisition Acquisition of Centrica of Noreco BP Divestment of Acquisition of Deep Sea PSVs and KOP Acquisition VLCCs and preferred vessels and 2 of Fjords Frontica of of Hess Norway Norwegian Norwegian Frontica IT 70% of C.S.E Supply, four Surface of Neptune seven dry equity in chemical Processing Advantage Reinertsen Norway licenses portfolio subsidiary Farstad and Suezmax Products bulk Odfjell tankers and NES Solstad tankers vessels Drilling Ltd. May 2018 AKER ASA | Credit presentation 6
Steady development towards a more transparent and liquid portfolio Gross asset value composition NOK billion and percentage distribution Listed assets Cash and liquid fund investments Unlisted assets 20.7 22.9 21.4 22.7 26.8 29.8 24.9 27.9 43.1 50.4 52.2 8% 9% 9% 20% 19% 18% 20% 3% 23% 11% 6% 43% 7% 11% 13% 58% 56% 14% 20% 15% 88% 85% 81% 13% 73% 66% 70% 69% 24% 57% 42% 31% 18% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 1Q 2018 May 2018 AKER ASA | Credit presentation 7
Strong liquidity reserve and upstream cash generation Liquidity position Upstream dividend NOK billion NOK billion Havfisk Kvaerner 1.6 Increased gearing 1.4 Aker 1.4 Solutions/Akastor Increased dividends 6.0 Divestments Aker BioMarine 1.0 0.9 Financial 1.3 Investments 2.3 2.9 Aker BP 0.5 0.2 Ocean Yield Received 1Q Cash (incl. Undrawn Dividend Additional 2011 2012 2013 2014 2015 2016 2017 2018 liquid fund inv.) credit facilities (May’18) potential sources 1) Solid upstream dividend of Solid liquidity position of NOK 3.8bn NOK ~1.6bn in 2017 and expected to grow in 2018 1) Liquidity reserve as of 31.03.2018, adjusted for Aker’s NOK 1.3bn dividend paid early May, but excluding other cash movements in the second quarter May 2018 AKER ASA | Credit presentation 8
Balance sheet at 31.03.2018 (after dividend allocation of NOK 18 per share) Value-adjusted (MNOK) 47 605 52 220 Book value (MNOK) 9,794 41 088 1 337 28,047 28,047 19,559 2,495 13,042 1,721 126 273 Tangible and non- Interest Non-interest Cash and cash Investments Liabilities Dividend Shareholders tangible fixed assets bearing assets bearing receivables equivalents allocated equity Total Assets Total equity and liabilities Main changes in first-quarter 2018 Book value Value-adjusted • Cash increased to 2.5 billion kroner. • Increase in fair value of investments of 0.4 billion kroner. This was mainly from Aker BP Equity (MNOK) 13 042 41 088 fair value increase partly offset by value decreases of AKSO, OCY, KVAER and AKA. Equity ratio 54.0% 78.7% • 150 million kroner investment in Aker Energy AS. • Issue of the 1.5 billion kroner AKER14 bond. Equity per share NOK 176 NOK 553 May 2018 AKER ASA | Credit presentation 9
Interest-bearing items and loan guarantees as of 31.03.2018 Loan amount Outstanding 1) Interest-bearing debt Maturity NOK million (MNOK) (MNOK) Bond AKER 11 1 300 1 206 2018 5000 Bond AKER 12 2) 1 407 1 407 2019 4500 Bond AKER 13 1 000 1 000 2020 4000 Bank loans Bond AKER 10 700 700 2020 3500 Bond AKER 09 1 000 1 000 2022 3000 Bonds Bond AKER 14 (to refinance AKER11) 1 500 1 500 2023 2500 Bank RCF 4) 1 500 0 2021-23 2000 AKER 10 6) Capitalised loan fees etc. (26) (26) 1500 Total Aker ASA 8 381 6 787 AKER 10 1000 Aker Capital bank loan 1 3) 2 722 1 944 2020-22 500 AKER 11 AKER AKER11 12 AKER AKER1213 AKER 13 AKER 09 AKER AKER0914 5) 778 778 2018-20 Aker Capital bank loan 2 0 Capitalised loan fees etc. 6) (10) (10) 2018 2019 2020 2021 2022 2023 Total Aker ASA and holding companies 11 871 9 500 Loan guarantees 4Q 2017 1Q 2018 Aker BioMarine 305 305 Average debt maturity 2.6 years Other (external) 49 44 Total 354 349 Status at Financial Covenants Limit 31.03.2018 For further details and financial reports, see www.akerasa.com/investor i Total Debt/Equity - Aker ASA (parent only) < 80% 38% 1) Loan amount drawn, less own bonds 2) MSEK 1 500 issue 3) MUSD 350 term loan (maturity in 2020 with two one-year uncommitted extension options), redrawable up to the original ii Group Loans to NAV < 50% 3.2% amount or Group Loans 4) Revolving credit facility (RCF) of MNOK 1 500 (maturity in 2021 with a two times one-year uncommitted extension option) < NOK 10 bn NOK 1.4 bn 5) MUSD 100 3 years Master Term Loan Agreement (SMTLA) with up to twelve months rolling tranches 6) Capitalised loan fees and internal items May 2018 AKER ASA | Credit presentation 10
Aker companies frequent issuers in the bond markets Total outstanding bond volume of NOK ~23bn 9.2 (figures in BNOK) MUSD 500 US HY 6.8 bond (4.1) AKER14 (1.5) AKER09 (1.0) AKER10 MUSD 400 (0.7) US HY AKER13 bond 2.5 (3.3) (1.0) 2.5 AKER12 OCY05 AKSO03 1.8 (1.4) (0.75) OCY04 (1.5) DETNOR02 (0.75) AMTI01 (1.9) AKER11 OCY03 AKSO02 (1.8) (1.2) (1.0) (1.0) Aker BP Aker ASA Ocean Yield 1) Aker Solutions American Shipping Company Assumed USDNOK 8.12 1) OCY02 excluded, Ocean Yield announced 25.05.18 to exercise call option on OCY02 (settlement date expected 06.07.18) May 2018 AKER ASA | Credit presentation 11
NAV development compared to oil price 1) Aker’s NAV vs. oil price Key financials Development 2009 – 23.05.2018 Figures per 23.05.2018 and Q1 2018 Oil price $/barrel) NAV (NOK/share) 140 800 NAV @ 1) NAV of BNOK 56.8 / 765 per share 765/share 700 120 600 Net LTV ~12.7% 100 500 2) Liquidity reserves of BNOK 3.8 80 400 Brent @ $79.8/barrel 300 Covenant - Total Debt/Equity 38% (as of 31.03.18) 60 200 40 100 20 0 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 1) Based on closing prices of Aker’s listed holdings as per 23 May 2018, remaining assets and liabilities at reported book values per 31.03.18, AMSC TRS not adjusted 2) Liquidity reserve as of 31.03.2018, adjusted for Aker’s NOK 1.3bn dividend paid early May, but excluding other cash movements in the second quarter May 2018 AKER ASA | Credit presentation 12
A conservative debt strategy ensures balance sheet flexibility and continued access to capital Aker’s credit framework Debt strategy Financial guidelines PERFORMANCE Financial metrics at investment grade level PERFORMANCE Grow upstream cash flow Net LTV within investment grade to maintain flexibility and sustainable dividend Balancing cash inflow and cash outflow at Aker ASA and holding companies Solid liquidity reserves to cover debt Parameters may fluctuate over time, but remain long term targets over LIQUIDITY SOLIDITY business cycles PERFORMANCE Manage periods where PERFORMANCE Low gearing at Aker ASA external financing is not to withstand adverse available or too expensive value changes in portfolio General guidelines Long-term funding profile Financial flexibility to optimize timing of refinancing activities CAPACITY Open dialogue with bond and bank market PERFORMANCE Ability to pursue attractive investments Subsidiaries financed independently swiftly May 2018 AKER ASA | Credit presentation 13
Solid financial position with low gearing level and financial flexibility 2) 3) 4) Net LTV Cash in- and outflow Liquidity reserves and debt coverage Aker ASA,1) per cent Aker ASA,1) ratio NOK billion 35% 1.6 12 Bond debt Bank debt LTV 25-35% ~Baa rating 1.4 30% Targeted range 10 1.2 1.2x 25% LTV 15-25% 8 ~A rating 1.0 20% 0.9x 0.9x 0.8 6 15% 0.7x 0.6 LTV 10-15% 4 10% ~Aa rating Liquidity reserves after NOK 0.4 1.3bn dividend paid in May LTV
Aker ASA - A solid credit 1 A solid balance sheet with low LTV 2 Strong upstream dividend and liquid assets A portfolio of quality companies with robust capital 3 structures 4 Transparent conservative debt strategy 5 A proven track record of creating value through M&A May 2018 AKER ASA | Credit presentation 15
Appendix May 2018 AKER ASA | Credit presentation 16
Income statement per 31.03.2018 Amounts in NOK million 1Q 2017 4Q 2017 1Q 2018 Year 2017 Sales gains - - - - Operating expenses (63) (76) (68) (244) EBITDA (63) (76) (68) (244) Depreciation and impairment (4) (4) (4) (14) Value change 134 7 (179) (289) Net other financial items 444 365 516 1 380 Profit before tax 511 294 266 833 May 2018 AKER ASA | Credit presentation 17
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Disclaimer ▪ This Document includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Document are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker ASA and Aker ASA’s (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as ”expects”, ”believes”, ”estimates” or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Aker's businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Document. Although Aker ASA believes that its expectations and the Document are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Document. Aker ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Document, and neither Aker ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. ▪ The Aker group consists of many legally independent entities, constituting their own separate identities. Aker is used as the common brand or trade mark for most of this entities. In this document we may sometimes use ”Aker", "Group, "we" or "us" when we refer to Aker companies in general or where no useful purpose is served by identifying any particular Aker company. May 2018 AKER ASA | Credit presentation 19
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