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Kværner ASAEiliv Gjesdal, CFO Kværner ASAOslo, 6 May 2011
© Kvaerner 201122
Executive management team
President and CEO*Jan Arve Haugan
InternationalTBNEVP
E&C AmericasJim Miller
EVP
ConcreteBjørn Gundersen
EVP
JacketsNina Udnes Tronstad
EVP
North SeaLars Eide
EVP
Project support, EVPJan-Tore Elverhaug
CFOEiliv GjesdalCorporate staff
Business support, EVPTBN
* Per Harald Kongelf is currently acting CEO
© Kvaerner 20113 © Kvaerner 20113
Kvaerner is a specialised EPC company
Holds strong positions in North Sea and international target regions, global leader for key technologies
Leverages field development expertise built up over 40+ years
Unique track record from some of the world’s most demanding projects
Tailored to meet EPC market trends and client demands
Financial muscle and flexibility to invest in growth
Creating value by successfully planning and executing demanding EPC projects
© Kvaerner 20114
Setting the standard: World class references
4
KRISTIN HPHT GAS PLATFORM
The first HPHT (high pressure, high temperature) gas floater. Delivered by Kvaerner on schedule in 2005.
GRANE PLATFORM JACKET
17 500 tonne fixed steel substructure for drilling, production, processing and acco-mmodation facilities. Delivered by Kvaerner.
BLIND FAITH SEMI-SUBMERSIBLE
One of the deepest producing platforms in the world, part of the ultra-deepwater Gulf of Mexico. Delivered by Kvaerner.
SNØHVIT LNG PRODUCTION PLANT
The first plant of its kind in Europe and the world’s northernmost liquefied natural gas facility. Delivered by Kvaerner.
ADRIATIC LNG TERMINAL
The world’s first offshore LNG regasifier, a strategic component of the Italian gas system. Delivered by Kvaerner.
15 POWER PLANTS SINCE 2002
New plants, as well as retrofits, environmental modifications, maintenance and upgrades to existing facilities
© Kvaerner 20115 © Kvaerner 20115
Organised in five business areasNorth Sea Jackets Concrete International E&C Americas
Topsides FloatersOnshore upstreamfacilities
Steel jackets for offshore oil & gas installationsSteel wind jackets
Gravity Based Structures
TopsidesFloatersUpstream facilities
Downstream facilitiesPower plantsSteelworksmaintenance
North SeaOnshore Norway
North SeaEurope
Globally CaspianAustraliaGoM
North AmericaInternational markets
Reporting segment: UpstreamReporting segment: Downstream & Industrials
© Kvaerner 20116
Kvaerner business segment income statement as reported by Aker Solutions
(NOK million) Q1 11 Q1 10 2010Revenues 3 576 3 213 13 374
EBITDA 396 266 470Depreciation and amortisation (12) (12) (54)
EBIT 384 254 416Net financial items (0) (21) (30)
Profit before tax 384 233 386Tax (105) (76) (62)
Net profit 279 157 324EBITDA margin 11.1% 8.3% 3.5%
Note: Final audited figures for the Kvaerner Group will be disclosed in the listing prospectus and some deviations should be expected. In the quarter, the results were negatively affected by NOK 78 million due to the arbitrational award on the Hitachi power plant project awarded in 2003. This effect has been booked in Q1 2011 in Aker Solutions’ accounts, but will be booked in Q4 2010 in the Kvaerner Group’s accounts.
© Kvaerner 20117
Upstream
High activity on projects at the Norwegian yardsThe FEED and site preparation for the Hebron project progressing wellThe Kashagan HUC project has reached peak activity and the project is nearing completion
MarketOperationsAward of Eldfisk 2/7 S, a NOK 5.5 billion EPC contract with ConocoPhillips to deliver the topside and bridges of the production platformKvaerner selected as one of two remaining players for key contracts for the Browse LNG development
Order backlog and order intakeNOK million
Revenues, EBITDA and EBITDA marginNOK million
2 1591 754
2 209
3 157 2 990
21832 173
437 486
0
1 000
2 000
3 000
4 000
Q1 10 Q2 10 Q3 10 Q4 10 Q1 11
EBITDA margin 10.1% 1.8% 7.8% 13.8% 16.3%
10 287
12 674
10 58611 325
14 252
1 356 1 010
3 441
770
6 955
0
5 000
10 000
15 000
Q1 10 Q2 10 Q3 10 Q4 10 Q1 11
Revenues EBITDA Order backlog Order intake
© Kvaerner 20118
1 404
5 0665 356
4 683
2 059
276098191 053
2980
2 000
4 000
6 000
Q1 10 Q2 10 Q3 10 Q4 10 Q1 11
Downstream & IndustrialsMarketOperations
Awarded the V&M pipe mill installation project by V&M Star LPFostering strategic partnerships to jointly pursue North American power projectsPositive markets within most segments and high bidding activity
Order backlog and order intakeNOK million
Revenues, EBITDA and EBITDA marginNOK million
1 068 1 112 1 047899
596
48
-92 -137 -209-75
-300
0
300
600
900
1 200
Q1 10 Q2 10 Q3 10 Q4 10 Q1 11EBITDA margin 4.5% -8.3% -13.1% -23.2% -12.6%
The Longview project is moving towards completion in Q3 2011Arbitrational award on the Hitachi power plant project
Project awarded in 2003, delivered in 2007Net EBITDA effect of negative NOK 78 million
Revenues EBITDA Order backlog Order intake
1
1 The CAD 400 million contract with TransCanada for a gas firedpower plant was removed from the backlog in Q4 2010.
© Kvaerner 20119
-2 000
-1 500
-1 000
-500
0
Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Q1 11
Net current operating assets (NCOA)NOK million
(269)32
253(27)
(527)2010Cash flow (NOK million) Q1 11 Q1 10
Net cash flow from operating activities 831 (492)Net cash flow from investing activities (42) (17)Net cash flow from financial activities 4 308Translation adjustment 58 (43)Net +/- in cash and bank deposits 851 (860)
Working capital normally negative, but fluctuating with project portfolioStrong cash flow from operations of NOK 831 million
Balance sheet, cash flow and working capital
1 100700
(1 800)
Adjustments¹
(1 178)(2 963)
3 668(1 416)
1 889Q1 11
(78)(2 263)
1 868(1 416)
1 889Q1 11 AdjustedBalance sheet (NOK million)
Total fixed assetsNCOANet cashEquityOther non interest bearing items
¹ Adjustments reflecting settlement of debt to Aker Solutionsand completion of internal transactions.
© Kvaerner 201110
Financing completed
Kvaerner has signed a NOK 3 000 million loan facilityFully underwritten by DnB NOR, Nordea and SEB
The total facility is split into two loansA NOK 750 million term loan - 3 year
Margin of 1.5%¹ above NIBOR A NOK 2 250 million credit facility - 5 year
Margin of 2.1-2.5%²
SyndicationThe NOK 2 250 million credit facility will be syndicated
¹ Step up of 0.5% after 18 months after signing date and by 0.5% every six months thereafter.²Maximal margin applicable. The margin will be adjusted, if necessary, in accordance with a leverage ratio.
© Kvaerner 201111 06.05.2011© Kvaerner 201111
Transaction overview
Issue of 269 million consideration shares, each with a par value of NOK 0.34Shares will be issued to Aker Solutions’shareholders on the cut-off date One consideration share issued for each Aker Solutions share held (except treasury shares held by Aker Solutions)
Transaction details Indicative timelineDemerger approved by AGM May 6Expiry of creditor notice period July 6Last day of trading in Aker Solutionsshares incl. the right to considerationshares (cut-off date) July 7First day of trading in Kvaerner shares July 8Record date July 12Delivery of consideration shares July 13Kvaerner’s Q2 presentation Aug 11
© Kvaerner 201112
Copyright and disclaimer
CopyrightCopyright of all published material including photographs, drawings and images in this document remains vested in Kvaerner and third party contributors as appropriate. Accordingly, neither the whole nor any part of this document shall be reproduced in any form nor used in any manner without express prior permission and applicable acknowledgements. No trademark, copyright or other notice shall be altered or removed from any reproduction.
DisclaimerThis Presentation 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 Presentation 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 Kværner ASA and Kværner 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 Kvaerner’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 Presentation. Although Kværner ASA believes that its expectations and the Presentation 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 Presentation. Kværner ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither Kværner ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.