Credit presentation Aker ASA - January 2018
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Aker ASA – an industrial investment company Long history: Founded in 1841, Aker ASA is an industrial investment company that creates shareholder value through active ownership Sector view 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 Ownership interests: Concentrated on industries where we have in-depth Value creation plan knowledge Robust balance sheet: Strong liquidity position, conservative leverage policy, growing upstream cash and financial flexibility Active ownership Financial targets: Pay 2-4% of Net Asset Value in dividends to shareholders, 12% investment return per annum over the cycle Capital Strategic Restructuring Org. & human Operational structures & direction and M&A capital improvement Strong ownership: Aker is owned 68% by TRG, a company controlled by financing Chairman Kjell Inge Røkke Maritime assets Seafood & Marine Real estate & E&P Oil services & leasing Biotech finance January 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 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 January 2018 AKER ASA | Credit presentation 3
Liquid and diversified portfolio weighted towards oil and gas 1) 1) Portfolio composition Gross asset 1) value distribution 4Q 2017, Aker % ownership Per 4Q 2017 Industrial Holdings Financial Investments Other 2% Real estate 1% Cash and liquid fund investments 3% E&P 40.0% Cash Seafood & Marine Oil Biotech 5% 34.8% Services Liquid fund investments Oil 36.7% Services E&P 58% Listed financial investments Maritime Oil Services 28.7% assets 14% NOK Maritime 66.2% Real estate 50.0bn assets Marine Other financial investments Oil 100.0% Biotech Services 15% NOK 44.6bn NOK 5.4bn 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17 January 2018 AKER ASA | Credit presentation 4
A growing and evolving portfolio 1% 3% 2% E&P 3% 3% 5% 7% 8% Oil services 14% 23% 13% Seafoods & Marine Biotech 14% Real estate investments NOK 8% NOK NOK 58% 10% Maritime assets 22.9bn 26.8bn 50.0bn 52% Cash and liquid fund inv. 10% 10% Other 15% 39% 1) 2009 2012 2017 Main contributors to gross asset value: Main contributors to gross asset value: Main contributors to gross asset value: Cash Cash 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17 January 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 Divestment Divestment Acquisition Investment Acquisition Acquisition Acquisition of real Investment of Havfisk of shares in in Solstad of shares in of shares in of shares in estate in Cxense and Norway Farstad Offshore Aker BP Cognite Aker BP property Seafoods Shipping Portfolio companies 2016 2017 Merger Acquisition of Merger Acquisition of Acquisition Acquisition Acquisition of between 6 container Divestment between two PSVs Sale of KOP of Centrica of Noreco BP Divestment of Acquisition of Deep Sea Acquisition of Acquisition of Acquisition of vessels and 2 of Fjords Frontica and four Surface Norway Norwegian Norwegian Frontica IT 70% of C.S.E Supply, Reinertsen Neptune Hess Norway chemical Processing Advantage Suezmax Products licenses portfolio subsidiary Farstad and tankers and NES tankers Solstad January 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 20.6 22.9 21.4 22.7 26.8 29.8 24.9 27.9 43.1 50.0 8% 8% 20% 19% 18% 20% 3% 23% 11% 43% 7% 11% 13% 58% 56% 14% 20% 15% 89% 81% 13% 73% 66% 70% 69% 24% 57% 42% 31% 18% 1) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17 January 2018 AKER ASA | Credit presentation 7
Strong liquidity reserve and upstream cash generation 1) Investment capacity potential Upstream dividend NOK billion NOK billion 1.5 Havfisk 1.4 1.4 Q4 Kvaerner Increased gearing Per end of Q3 Adjustments to Q4 events Increased dividends Aker 6.0 1.0 Solutions/Akastor Divestments Aker BioMarine 0.5 0.9 1.6 1.6 Financial Investments 0.5 Aker BP 1.8 1.6 Ocean Yield 0.2 Cash (incl. Undrawn New credit Upsized Aker BP Additional liquid fund credit facilities RCF equity potential 2011 2012 2013 2014 2015 2016 2017 inv.) facilities issue sources Strong investment capacity with Solid upstream dividend of NOK 3.9bn in available liquidity NOK ~1.5bn in 2017 and expected to grow in 2018 1) Q4 adjustment only for Aker’s debt financing of its NOK 1.6bn participation in the Aker BP equity issue in November 2017 and upsizing of RCF to NOK 1.5bn from NOK 1.0bn. For more information, please see Aker’s Q3 report January 2018 AKER ASA | Credit presentation 8
Aker ASA and holding companies Balance sheet as of 30.09.2017 Value-adjusted (MNOK) 38 764 41 583 Book value (MNOK) 6 877 20 875 20 875 17 889 13 831 54 1 167 235 1 362 Tangible and non- Interest Non-interest Cash and cash Investments Liabilities Shareholders tangible fixed asset bearing assets bearing receivables equivalents equity Total Assets Total equity and liabilities Main changes in third-quarter 2017 Book value Value-adjusted • Cash reduced to NOK 1.2 billion Equity (MNOK) 13 831 34 706 • Increase in fair value of investments of NOK 5.6 billion • Loan facility to Aker BioMarine increased to USD 106 million of which USD 87 million Equity ratio 66.8% 83.5% was drawn at the end of Q3 (up from USD 45 million at end of Q2) • Liabilities reduced by NOK 0.4 billion Equity per share NOK 186 NOK 467 NIBD (MNOK) 4 102 January 2018 AKER ASA | Credit presentation 9
Aker ASA and holding companies Interest-bearing items and loan guarantees (per 30.09.2017) Interest-bearing debt (MNOK) Loan amount Outstanding Maturity 3000 Bond AKER 11 1 300 1 300 2018 Bond AKER 12 (SEK) 1 463 1 463 2019 2500 Bank loans Bond AKER 13 1 000 1 000 2020 Bond AKER 10 700 700 2020 Bonds Bond AKER 09 1 000 1 000 2022 2000 Bank RCF 1 000 0 2021-23 Capitalised loan fees etc. (19) (19) 1500 Total Aker ASA 6 444 5 444 AKER 10 Aker Capital bank loan 1 1 993 1 196 2020-22 1000 Capitalised loan fees etc. (9) (9) Total Aker ASA and holding companies 8 428 6 631 AKER 11 AKER 12 AKER 13 AKER 09 500 Q4-17 financing events 1) Loan amount Outstanding Maturity Bank RCF (increase) 500 0 2021-23 0 Aker Capital bank loan 1 (increase) 820 820 2020-22 2017 2018 2019 2020 2021 2022 Aker Capital bank loan 2 (new loan) 820 820 2018-20 Total Q4-17 events 2 140 1 640 Average debt maturity is 2.5 years Loan guarantees 2Q 2017 3Q 2017 Status at Aker BioMarine 305 305 Financial Covenants Limit 30.09.2017 Other (external) 55 53 i Total Debt/Equity - Aker ASA (parent only) < 80% 35% Total 360 356 For further details and financial reports, see www.akerasa.com/investor ii Group Loans to NAV < 50% 2.9% or Group Loans < NOK 10 bn NOK 1.0 bn 1) Q4 adjustment only for Aker’s debt financing of its NOK 1.6bn (USDNOK 8.20 applied) participation in the Aker BP equity issue in November 2017 and upsizing of RCF to NOK 1.5bn from NOK 1.0bn. For more information, please see Aker’s Q3 report January 2018 AKER ASA | Credit presentation 10
Aker companies frequent issuers in the bond markets (figures in Aker companies’ total outstanding bond volume BNOK ~18 BNOK) 5.5 5.2 AKER09 (1.0) AKER10 MUSD 400 (0.7) US HY AKER13 bond (1.0) (3.3) 2.8 2.5 OCY04 AKER12 (0.75) (1.5) AKSO03 1.8 OCY03 (1.5) (1.0) DETNOR02 AMTI01 AKER11 (1.9) (1.8) OCY02 AKSO02 (1.3) (1.0) (1.0) Aker ASA Aker BP Ocean Yield Aker Solutions American Shipping Company Credit rating BBB- (Arctic Securities) BB+ (S&P) BB (SEB) BB (SEB) B+ (Arctic Securities) grade: BB+ (SEB) Ba2 (Moody’s) B- (SEB) BB+ (SEB) Source: Stamdata, total Norwegian HY market BNOK appox. BNOK 190 per year end 2017 11 Note: Assumed USDNOK 8.20
NAV development compared to oil price Aker’s NAV vs. oil price (01.01.09 – 31.12.17) Key financials (estimates per 4Q 2017) Oil price NAV ($/barrel) (NOK/share) 140 600 NAV @ 1) 558/share NAV - NOK 41.5 / 558 per share (YE 2017E) 120 500 1) Net LTV - ~15% 100 400 2) Liquidity reserves - BNOK 3.9 80 300 Brent @ 3) $67/barrel Covenant - Total Debt/Equity 35% (3Q-17) (YE 2017) 60 200 40 100 20 0 01-2009 01-2011 01-2013 01-2015 01-2017 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17. Debt as per 30.09.17, and only adjusted for NOK 1.6 billion to finance share acquisition in Aker BP in November 2)Liquidity reserve as of 30.09.2017 adjusted for the NOK 500 million increase to Aker ASA RCF during Q4 3)Covenant (Limit < 80%) applies to Aker ASA figures (parent only). Reference is made to loan agreement for details 12
Aker’s credit framework PERFORMANCE Grow upstream cash flow PERFORMANCE to maintain flexibility and sustainable dividend LIQUIDITY SOLIDITY Manage periods where PERFORMANCE LowPERFORMANCE gearing at Aker ASA external financing is not to withstand adverse available or too expensive value changes in portfolio CAPACITY Ability to pursue PERFORMANCE attractive investments swiftly January 2018 AKER ASA | Credit presentation 13
Aker’s debt strategy Financial guidelines General principles Financial metrics at investment grade level: Long-term funding profile 1) Net LTV within investment grade Financial flexibility to optimise timing of refinancing activities 2) Balancing cash inflow and outflow at Aker ASA and holding companies Open dialogue with bond and bank market 3) Solid liquidity reserves to cover debt Subsidiaries financed independently Parameters may fluctuate over time, but remains long term target over business cycles January 2018 AKER ASA | Credit presentation 14
Key financial parameter #1 - Loan to value well within investment grade Net LTV – maintain conservative gearing level Moody’s rating assessment of LTV ratio: 60 35 % 2) NAV (BNOK) GAV (net debt basis, BNOK) Net LTV (%) LTV 25 - 35% 30 % ~ BBB rating 50 25 % 40 LTV 15 - 25% NOK billion Target: 20 % ~ A rating LTV to be well 30 within investment grade 15 % LTV 10 - 15% ~ AA rating 20 10 % 10 LTV < 10% 5% ~ AAA rating 0 1) 0% 2009 2010 2011 2012 2013 2014 2015 2016 1Q17 2Q17 3Q17 4Q17 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17. Debt as per 30.09.17, and only adjusted for NOK 1.6 billion to finance share acquisition in Aker BP in November 15 2)Interest bearing debt net of cash divided by GAV net of cash
Key financial parameters #2 – Cash income vs expenses and #3 - Liquidity reserves and debt coverage 1) 2) Cash in- and outflow at Aker ASA and holding companies Liquidity reserves and debt coverage NOK million NOK million 2 000 1,6 x 9 000 Bond debt Bank debt Cash inflow / Cash outflow 8 000 1 500 1,4 x 1,2 x 7 000 Liquidity reserves 1 000 Target 1,2 x cover 2-3 years of Cash 0,9 x 6 000 debt maturities 0,9 x 500 income 1,0 x 5 000 0,7 x 0 0,8 x 4 000 Liquidity Opex and reserves -500 finance costs 0,6 x 3 000 -1 000 0,4 x 2 000 Dividend paid 1 000 -1 500 0,2 x 0 -2 000 - 2018 2019 2020 2021 2022 2014 2015 2016 2017 2018 Increasing upstream dividend from portfolio Liquidity reserves to cover ~3 years of debt maturities Flexibility in dividend policy, Aker distributes 2-4% NAV Refinancing of upcoming bond loans to further improve metric Liquid assets and low LTV boosts flexibility Bank debt extendable 1)Cash inflow – recurring cash income: dividends received, interest income | Cash outflow – recurring cash expenses: opex, dividend, interest cost 16 2)Liquidity reserve as of 30.09.2017 adjusted for the NOK 500 million increase to Aker ASA RCF during Q4
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 January 2018 AKER ASA | Credit presentation 17
Appendix January 2018 AKER ASA | Credit presentation 18
Aker ASA and holding companies Income statement Amounts in NOK million 2Q 2017 3Q 2017 YTD 2016 YTD 2017 Year 2016 Sales gains - - 1 9061) - 1 906 Operating expenses (54) (51) (126) (168) (198) EBITDA (54) (51) 1 780 (168) 1 708 Depreciation and impairment (4) (4) (30) (11) (32) Value change (392) (38) (217) (296) (8) Net other financial items 249 321 818 1 014 950 Profit before tax (201) 229 2 351 539 2 617 1)Included a one-off reduction in pension liabilities of approximately NOK 30 million January 2018 AKER ASA | Credit presentation 19
Proud ownership
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. January 2018 AKER ASA | Credit presentation 21
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