DOF ASA FINANCIAL REPORT Q2 2016 Management reporting - accounts Q2 2016 RESULT (MNOK) Q2 2016 Q2 2015 YTD Q2 2016 YTD Q2 2015 2015 Operating income 2 439 2 778 4 621 5 299 10 809 Operating expenses -1 684 -1 940 -3 135 -3 692 -7 439 Net profit from associated and joint ventures 2 - 3 -1 -26 Net gain on sale of tangible assets 3 138 74 363 375 Operating profit before depreciation EBITDA 760 976 1 563 1 968 3 719 Depreciation -278 -304 -545 -574 -1 119 Impairment -260 -262 -591 -262 -531 222 410 427 1 133 2 070 Operating profit - EBIT Financial income Financial costs Net realised gain/loss on currencies 33 19 40 38 88 -304 -306 -598 -643 -1 290 -386 -90 -79 -226 -182 -139 44 -357 345 481 Unrealised finance costs 273 281 820 -106 -816 Profit (loss) before taxes 134 325 463 239 -335 -64 -105 -125 -24 11 70 219 338 215 -323 30.06.2016 30.06.2015 31.12.2015 Profit before unrealised finance costs Taxes Profit (loss) BALANCE (MNOK) ASSETS Intangible assets Tangible assets Non-current financial assets Total non-current assets Receivables 1 413 1 404 1 941 28 620 26 840 25 910 649 366 530 30 682 28 610 28 381 2 828 3 026 2 772 Cash and cash equivalents 1 667 1 951 2 220 Total current assets 4 495 4 976 4 992 - - 477 4 495 4 976 5 469 35 177 33 586 33 850 6 380 6 592 5 172 79 130 121 23 000 19 361 22 946 5 717 7 503 5 350 28 797 26 994 28 417 Asset held for sale Total current assets incl. asset held for sale Total assets EQUITY AND LIABILITIES Equity Non-current provisions and commitments Non-current liabilities Current liabilities Total liabilities Liabilities held for sale - - 260 Total liabilities incl liabilities held for sale 28 797 26 994 28 678 Total equity and liabilities 35 177 33 586 33 850 Net interest bearing liabilities 24 723 22 560 23 731 CASH FLOW (MNOK) Q2 2016 Q2 2015 YTD Q2 2016 YTD Q2 2015 2015 Net cash from operation activities 490 913 842 1 026 2 359 Net cash from investing activities -1 625 -274 -2 433 -1 097 -1 766 Net cash from financing activities 993 -216 1 063 -780 -1 183 Net changes in cash and cash equivalents -142 423 -528 -851 -590 1 799 1 522 2 220 2 695 2 695 10 5 -25 107 114 1 667 1 951 1 667 1 951 2 220 Cash and cash equivalents at start of the period Exchange gain/loss on cash and cash equivalents Cash and cash equivalents at the end of the period Index Financial report 2nd Quarter 2016 4 Accounts Q2 2016 10 Consolidated income statement 10 Condensed statement of comprehensive income 10 Consolidated statement of financial position 11 Consolidated statement of equity and Key figures 12 Cashflow13 Notes to the Accounts 14 Note 1 General 14 Note 2 Management reporting 15 Note 3 Segment information - management reporting 16 Note 4 Hedges 16 Note 5 Tangible assets 17 Note 6 Investment in associated and joint ventures 18 Note 7 Cash and cash equivalent 18 Note 8 Interest bearing liabilities 19 Note 9 Events after balance date 20 Note 10 Transaction with related parties 22 Note 11 Taxes 22 Note 12 Share capital and shareholders 22 Financial Report Q2 2016 DOF ASA Financial report 2nd Quarter 2016 Group operating income for Q2 (management reporting) totals NOK 2,439 million (NOK 2,778 million) and operating profit before depreciation and amortisation (EBITDA) totals NOK 757 million (NOK 838 million). EBITDA including gain from sale of assets totals NOK 760 million (NOK 976 million). Operating profit (EBIT) is NOK 222 million (NOK 410 million), of which NOK 260 million (NOK 262 million) is impairment loss during the period. The Q2 operational result per segment is as follows: Amounts in NOK mill PSV AHTS CSV Total Operating income 247 416 1 777 2 439 - - 3 3 and impairment - EBITDA 84 155 522 760 Depreciation 59 66 153 278 Net gain on sale of tangible assets expected demanding market. The refinancing plan includes restructuring of bond debt, refinancing of several bank facilities, (excluding the Brazilian built fleet and the fleet owned by DOF Subsea), and a rights issue. The refinancing was completed in August, including conversion of three outstanding DOF ASA bond loans to one Subordinated Convertible Bond loan at price 50% of par value of the existing bonds, equal to NOK 1,032.5 million, and acceptance from 13 banks to participate in a five years loan facility of NOK 3,800 million, giving reduced amortisation for the first three years and amended financial covenants. A rights issue of approx. NOK 1,060 million was completed in August, of which parts of the proceeds have been used to repurchase parts of the new convertible bond loan. Operating result before depreciation Impairment 55 78 127 260 -31 11 242 222 EBITDA margin 34 % 37 % 29 % 31 % EBIT margin -12 % 3% 14 % 9% Operating result - EBIT 4 The average utilisation of the Group’s fleet during Q2 was 88%. The utilisation of the subsea fleet was 86%, the AHTS fleet 85% and the PSV fleet 93%. The Group operated during Q2 three (wholly and partly owned) vessels in the North Sea spot market, and two vessels were partially in lay-up. Several vessels have been in transit in connection with demobilisation and mobilisation for new contracts. DOF Subsea had ten vessels operating in the subsea project market during the period, with a utilisation for this part of the fleet of 93%. Two vessels within this segment were chartered from external owners. DOF Subsea was in July awarded a 5-year contract + 2x2 year options for Shell offshore Australia. The contract includes charter of one multi-purpose vessel (MPSV) in addition to subsea engineering services (IMR) to support a FLNG facility on the Prelude field in Western Australia. This contract award further strengthens DOF Subsea’s position as a global supplier within the subsea engineering market. DOF Subsea has additionally secured contracts with Petrobras for Skandi Vitoria up until year-end 2016 and an 8 months contract for Skandi Niteroi. The newbuild Skandi Acu owned by DOFCON Brasil (JV owned 50/50 by DOF Subsea and Technip) commenced its 8-year contract with Petrobras on 13 August 2016. DOF ASA has during first half year worked on an overall refinancing plan to strengthen the Group’s liquidity in an DOF ASA is an international Group of companies owning and operating a fleet of PSVs, AHTS’ and Subsea vessels in addition to several engineering companies offering services to the subsea market. As of August the fleet comprises 67 vessels (wholly and partly owned), of which three vessels are under construction due for delivery in the period 2016 and 2017. The fleet comprises vessels within the following segments: 20 AHTS, 19 PSVs and 28 Subsea. Further, the Group owns a fleet of 63 ROVs, in addition to four ROVs under construction. The Group operates the majority of its fleet on long-term contracts. As of 30 June 2016 the nominal value of these contracts totals approx. NOK 30.0 billion, in addition to options valued at approx. NOK 33.5 billion. The total contract coverage is 79% for the 2nd half of 2016 and 50% for 2017. Q2 Operations The main part of the Group’s PSV and AHTS fleet operates on firm contracts, while the Subsea fleet partly operates on firm contracts and partly on subsea project contracts. In the project market the utilisation of the vessels is affected by the market and seasonal fluctuations. The project revenues represent 51% of the Group’s total revenues during the period. PSV The PSV fleet includes 19 vessels, of which one vessel is partly owned. The majority of the fleet operated in the North Sea on firm contracts. In addition, the subsidiary Norskan Offshore Ltda. operates four vessels for external owners in Brazil. The segment has experienced high contract coverage and steady operation during the quarter. Three of the vessels partly operated in the spot marked with generally good utilisation, but low earnings. Two vessels completed class docking during the period. AHTS The AHTS fleet includes 20 vessels in operation, of which the last vessel was delivered in April and commenced on a 4-year contract with Petrobras in May. 13 vessels operated on firm contracts in DOF ASA South America during the period; three vessels operated in the North Sea/ Mediterranean and four vessels operated in Asia. Five of the vessels are 50% owned through DOF Deepwater AS and one vessel is owned through a minority share in Iceman AS. In addition, Norskan Offshore Ltda. operates one vessel for external owners in Brazil. Two of the vessels in Asia commenced in May on two 120-day contracts in India. The third vessel in this region operated in the short-term market with low utilisation. One vessel completed in June a rig move from Latin-America to India, and sailed thereafter to Brazil for planned operation in this region. Two of the vessels operating in Argentina completed their contracts in June and thereafter sailed to Europe. No further employment has been secured for these vessels. Skandi Vega started in May on a new one-year contract for Statoil. One vessel operated in the North Sea spot market with better revenues and utilisation compared to previous quarter. The entire Brazil fleet has been on firm contracts experiencing steady and good operation. Financial Report Q2 2016 PLSVs carry Brazilian flag and are owned and operated through a joint venture company together with Technip. DOFCON Brasil took in April delivery on one newbuild (PLSV), Skandi Acu, which commenced its 8-years contract with Petrobras 13th August. The operation of the vessels on firm contracts has during the period been influenced by vessels performing class-docking, and some vessel being idle between contracts. The Group’s subsea vessels on time charter contracts achieved an average utilisation of 82% in Q2. The utilisation is lower than in Q1 mainly due to class-docking and vessels off-hire between contracts. Average utilisation of the Fleet SUBSEA The Group owns a fleet of 25 subsea vessels in operation, in addition to three vessels under construction owned through a joint venture, DOFCON Brasil, (50/50 owned by DOF Subsea and Technip). The revenues from the subsea operation include revenues from both project contracts and firm contracts. The revenues from the project contracts during Q2 amount to NOK 1,249 million of an aggregate turnover of NOK 1,777 million within this segment. The Group’s project activity is operated by the regions Atlantic, Asia-Pacific (APAC), North America and Brazil. The overall utilisation of the project fleet during the period was 92%. The utilisation varied between the different regions during the quarter, with the best utilisation and performance in APAC region. The Atlantic region, and especially the North Sea and North-America experienced higher activity than in Q1, mainly due to seasonal variations. DOF Subsea had one vessel in Brazil, operating in the short term market and where utilisation has been low. DOF Subsea APAC have had three vessels operating in the project market, with all three vessels operating on firm IMR contracts (inspection, maintenance and repair); for Shell in the Philippines, Chevron in Australia and OMV in New Zealand. In the Atlantic region, DOF Subsea’s vessels conducted survey– and construction work for amongst others BW Offshore, Teekay, Shell, Eni and Maersk. In North America, DOF Subsea had three vessels in operation, conducting survey- and construction work for FMOG Noble, Husky and Chevron. One of the vessels operated on a contract in Canada. The subsea operation in Brazil is partly based on firm contracts including lease of both vessel and ROV, and partly on project contracts. The Group owns and operates nine subsea vessels in Brazil, including five RSV vessels, two subsea vessels and two PLSVs, of which most of the vessels are on firm contracts. The two PSV AHTS CSV / Subsea Main Items Interim Accounts Q2 – Financial Reporting • Operating income totals NOK 2,364 million (NOK 2,648 million). • Operating profit before depreciation and amortisation (EBITDA) totals NOK 685 million (NOK 928 million). • Gain from sale of assets totals NOK 3 million (NOK 95 million) • Operating profit (EBIT) totals NOK 187 million (NOK 384 million). • Total depreciation and impairment amount to NOK 498 million (NOK 544 million) of which NOK 232 million (NOK 262 million) is impairment loss. • Net financial costs before unrealised gain/loss on foreign exchange and change in fair value of financial instruments totals NOK -329 million (NOK -337 million). • Unrealised gain/loss on foreign exchange and change in fair value of financial instruments totals NOK 271 million (NOK -252 million). • Pre-tax profit totals NOK 129 million (NOK 300 million). • Net interest bearing debt as of 30 June is NOK 21,689 million (NOK 20,705 million). • Book equity including minority interests as of 30 June is NOK 6,380 million (NOK 6,592 million). The Group uses hedge accounting for parts of the revenues related to the Brazil operation. This operation is based on long-term charter contracts in USD secured with debt in corresponding currencies. The EBITDA effect in Q2 due to the hedge accounting amounts to NOK -55 million (NOK -44 million), and the effect on OCI (other comprehensive income) amounts to NOK 493 million (NOK 162 million). Tax expense is based on best estimate. 5 Financial Report Q2 2016 DOF ASA The Group’s total balance as of 30 June is NOK 31,756 million (NOK 31,560 million), of which vessels, newbuilds and subsea equipment amounts to NOK 24,327 million (NOK 24,044 million). Unemployed capital of NOK 20 million (NOK 2,097 million) relates to ROV/ subsea equipment under construction. Prepaid instalments on the remaining newbuilds are included in investments in associated companies and long-term receivables. Cash flow from operational activity after payment of interest is NOK 421 million (NOK 770 million) in Q2. Net cash flow from investing activities is NOK -1,224 million (NOK -169 million) and includes the delivery of one newbuild during the period. Cash flow from financing activities totals NOK 568 million (NOK -191 million). Cash flow from Q2 2016 activities NOK -187 million (NOK -699 million). Financing and Capital Structure As of 30 June the Group’s remaining commitment for three vessels under construction totals approx. USD 375 million. The three newbuilds are owned by DOFCON Brasil and reported under associated companies. All vessels are secured on long-term contracts with Petrobras. Two of the vessels are under construction in Brazil and one in Norway. Long term financing with BNDES is secured for the Brazilian built vessels. The Group’s short term portion of long term debt as of 30 June is NOK 3,570 million (NOK 5,429 million), of which NOK 700 million is a bond loan (DOF09) with maturity in February 2017. DOF09 was released in August after the restructuring of the Company’s total bond debt. The remaining part of the short term portion of long term debt, NOK 2,870 million, comprises balloon payments of NOK 280 million, and normal amortisation and drawn credit facilities. There has been an appreciation of NOK and especially BRL against USD during Q2, hence unrealised gain on foreign exchange has reduced the total unrealised currency losses on the balance sheet year to date considerably. The Group book equity is 20% (21%) as per 30 June 2016. 6 Main Items Accounts Year to Date - Financial reporting The Group’s operating income year-to-date totals NOK 4,439 million (NOK 5,036 million). Revenues from the subsidiary DOF Subsea’s project activity represent a considerable share of gross income, 49% (50%). Group operating profit before depreciation (EBITDA) is MNOK 1,411 million (NOK 1,787 million), of which gain from sale of assets is NOK 74 million (NOK 320 million). Operating profit is NOK 377 million (NOK 996 million), and is influenced by higher depreciation and impairment compared to the same period last year, totalling NOK 1,034 million (NOK 791 million). Net financial expenses year to date total NOK 67 million (NOK -780 million), of which unrealised gain/loss on foreign exchange on long term debt and change in fair value of financial instruments totals NOK 790 million (NOK -46 million). The positive result year to date is mainly due to a weakened USD against BRL and partly against NOK. The Group has year to date sold one vessel, compared to eight vessels during the same period last year. The Group has taken delivery of two newbuilds year to date, of which one vessel is owned via an associated company. The Group took delivery of two newbuilds during the same period last year. Cash flow from operating activities year to date totals NOK 749 million (NOK 813 million). Net cash flow from investment activities totals NOK -1,153 million (NOK -958 million), and from finance The portion of long term debt secured with a fixed rate of interest is approximately 65% of the total debt and includes debt with fixed interest in BNDES. Interest bearing debt 31.12.2015 - 30.06.2016 Vessels and equipment constitute approx. 77% of the Group’s total assets. Broker estimates received as per June 2016 for the Group’s vessels show a continued decline in fair market values. This has, together with the Company’s own impairment tests, resulted in an impairment of NOK 260 million in Q2 and NOK 591 million year to date (including vessels owned through associated companies). The Group’s main financial covenants in existing loan agreements are based upon minimum value adjusted equity ratio of 30% or minimum 20% if the Group’s contract coverage is 70% or higher, and a minimum cash covenant of NOK 500 million. As of 30 June, DOF ASA Financial Report Q2 2016 value adjusted equity ratio is 30%, and the Group reported free liquidity of NOK 985 million. The Group is thus in compliance with its financial covenants as of 30 June. As mentioned above, new financial covenants have been agreed for the Group, to be reported first time as per Q3 2016. • A rights issue of in total NOK 1,060 million was completed in August, of which NOK 209 million was utilised to repurchase bonds in the SBC. • The main effects of the Group’s balance of the above mentioned transactions are summarised in Note 9. Refinancing DOF ASA Shareholders As previously reported in the financial report for Q1 2016, in order to be prepared for a period with a continued weak market, the Board and management have been working on an overall refinancing plan to secure the Company with satisfactory financing and liquidity throughout an expected demanding period. There were no significant changes in the share structure during the period. As of 30 June the Company had 3,470 shareholders. The share price as of 30 June was 1.01 per share. The refinancing plan was completed in August, and includes conversion and cancellation of bond debt, refinancing part of the Group’s secured debt and a rights issue. The following transactions have been completed: • Conversion of three bond loans DOF09, DOF10 and DOF11 to a Subordinated Convertible Bond (“SBC”) at a price of 50% of par value of the existing bonds. The Subordinated Convertible Bond will have a 5-year tenor, zero coupon and no financial covenants. The bondholders in the SBC may convert their bonds to shares in the Company at NOK 1 per share through the period. On the final maturity date the remaining bonds in the SBCs will automatically be converted to shares in the Company. As per 10 August, following the repurchase of bonds, the outstanding amount under the SBC is approx. NOK 823 million. As per 15 August, NOK 137.5 million is converted to shares hence net outstanding is reduced to NOK 686 million. The SBC and reduced par value of the three bond loans imply a reduction of the Group’s net interest bearing debt and increased equity of NOK 2,065 million. This will take effect as from Q3. • DOF Rederi has received credit approval from 13 banks to participate in a new NOK 3,800 million loan facility to refinance 27 vessels. The new facility has a 5-year tenor including reduced instalment schedule for the first three years of 75% compared to existing amortization. Amended financial covenants are agreed upon, and mainly include minimum liquidity of NOK 500 million for DOF Group (excluding DOF Subsea AS), and a minimum consolidated book equity of NOK 3,000 million. The aggregate market value of DOF Rederi’s fleet should for the first three years be minimum 100% of outstanding loans (LTV). Further, the 50% owned company DOF Deepwater has entered into agreements to reduce instalments with up to 75% for the next three-year period, including amended financial covenants. No changes have been proposed in the long term funding for the Brazilian subsidiary Norskan Offshore Ltda., which is financed by BNDES and secured by the Brazilian flagged vessels on firm contracts. Furthermore, no changes have been proposed for financing of DOF’s 51% owned subsidiary DOF Subsea AS. The new loan facility in DOF Rederi will be signed during Q3. The share price reduction reflects the resolution of the rights issue at subscription price of NOK 1 per share, approved in an extraordinary shareholders meeting on the 6 July. In the same meeting it was decid ed to reduce the nominal value of the shares to NOK 0.50 per share. The new shares in the rights issue were registered on 5 August, resulting in substantial changes in number of shares and ownership structure of the Company. Following the rights issue there are issued 1,059,869,852 new shares in the Company, of which NOK 750,000,000 shares are subscribed by Møgster Offshore AS. A SBC loan of NOK 823,640,482 has been placed with the option for the bond holders to convert bonds to new shares at price of NOK 1 per share within a period of 5 years. As per 15 August, NOK 137,500,000 of the SBC were converted to shares by way of issuance of NOK 137,500,000 new shares. Following the conversion and the cancellation of the bonds which were repurchased by the Company, the new outstanding amount under the SBC is NOK 686,140,482, and the fully diluted number of shares is NOK 1,994,561,682. Following the completion of the rights issue and the conversion of bonds, the ownership interest of Møgster Offshore AS is 61.7%, and based on fully diluted shares the ownership is 40.5%. Employees The Group employed as of 30 June 4,601 people including hired staff. This is an increase of 218 persons since year-end, mainly related to more vessels in operation and increased number of hired staff due to higher project activity in the period. The total reduction in number of staff over the last 12 months counts 566 people and is a result of the planned cost cutting and reduced activity due to management of fewer vessels. The marine personnel counts 2,715 people, while 1,590 people are employed within the subsea segment and 296 are employed onshore conducting vessel management. The Group has since year-end worked with continued focus on cost-cutting measures, and has during Q2 agreed salary cuts with onshore employees (excl. in Brazil) 5-15%. Heath, Safety, Environment and Quality There were not identified any significant HSEQ issues during Q2. 7 Financial Report Q2 2016 DOF ASA Fleet As per June the Group owns a fleet of 67 vessels (wholly/ partly owned) and has three vessels under construction. The vessels under construction are three PLSVs, which are owned by DOCON Brasil (owned 50/50 by DOF Subsea and Technip). Under the awarded contract, DOF Subsea will provide project management, engineering and integrated services for IMR programs as well as a MPSV vessel and options for further vessels. Contract coverage per 30.06.2016 One of DOFCON Brasil’s newbuilds will be delivered from a Norwegian yard and two from a Brazilian yard. All vessels are secured 8+8 years contracts with Petrobras. The newbuilds are part of a series of four vessels, of which the first vessel, Skandi Acu was delivered in April, and commenced its 8-year contract with Petrobras 13th August. All newbuilds are equipped to operate on ultra-deep water, two of the vessels will be equipped with 650-ton pipe-laying towers and two vessels will be equipped with 350-ton towers. DOF Subsea has per August one vessel hired in from external owners; Harvey Deep-Sea, which is firm until August 2017. The vessel is utilised for the DOF Subsea project activity in North America. Normand Reach, was redelivered to Reach Subsea in July. Newbuildings Vessel 8 Yard Delivery Type Contract Financing Skandi Buzios * (NB 824) Vard Norway 2016 PLSV 8 yrs Petrobras Skandi Olinda * (EP 09) Vard Norway 2017 PLSV 8 yrs Petrobras Loan agreement signed with BNDES Skandi Recife * (EP10) Vard Brasil 2017 PLSV 8 yrs Petrobras Loan agreement signed with BNDES *) 50% ownership New contracts The Group’s fleet operates world-wide, with the most important operational areas being the North Sea, Africa, Brazil and Asia/ Australia. Contracts secured with start-up during Q2 include an 18-month contract with Nexen Petroleum UK for Skandi Marstein, two 120-day contracts for Skandi Emerald and Skandi Giant for Schlumberger in India, one 18-month contract for Geograph with Petrobras. Furthermore, DOFCON Brasil and Norskan have been awarded contracts with Petrobras, Skandi Vitoria for the remaining part of 2016 and an 8-month contract for Skandi Niteroi. DOF has secured extensions of the contracts with Maersk UK for the remaining part of 2016 for Skandi Gamma, and until medio January 2017 for Skandi Caledonia with Apache. DOF Subsea was in July awarded a 5-year contract + two 2-year options with Shell Australia to provide underwater services and MPSV vessel to the Prelude FLNG facility. The Prelude FLNG facility, the largest of its kind ever built, will produce and store liquefied natural gas and will be located offshore Western Australia. Outlook The global market has continued to be negative with declining tendering activity in most regions. The North Sea has however shown increased activity in the spot market this quarter mainly due to seasonal variations. The contract awarded to DOF Subsea at the Shell Prelude field confirms the Group’s market position in this region and will be important in securing utilisation of vessels and personnel going forward. The Group’s backlog is approx. 65% for the next 12 months, and all vessels under construction are secured on firm contracts. The market is expected to remain challenging, which in due course will increase the counter-party risk for the Group’s fleet. The negative market development has in addition to the risk of lower utilisation for the Group’s vessels also caused a decline in values. The uncertainty related to market development is considerably higher than normal and the change in value of the Group’s vessels, equipment and investments in joint ventures may result in further impairment of assets going forward. The Group maintains its strategy to secure the fleet on long-term contracts, and is actively working on securing firm employment of as much of the fleet as possible. The Group will continue its focus to reduce costs, including improved work processes. The Board of Directors is satisfied that the Company has concluded its comprehensive refinancing plan which has strengthened the Group’s balance sheet, the financing and liquidity through an expected demanding period. Based on the assumption of a continued weak market it is expected that the Group revenues and utilisation of the fleet will decline going forward. The Board of Directors expects the operational EBITDA for Q3 to be lower than the operational EBITDA for Q2. The Board of Directors maintains its expectations for the full year 2016 regarding EBITDA as earlier reported. DOF ASA Declaration from the Board of Directors and the CEO We declare that to the best of our knowledge the financial statements for the period 1 January to 30 June 2016, are prepared in accordance with IAS34 accounting standards for interim reporting, and that the information provided gives a true and fair view of the company’s assets, liabilities, profit and loss, and overall financial position. Financial Report Q2 2016 We also declare, that to the best of our knowledge the first half 2016 report provides a true and fair overview of important events during the accounting period and their influence on the interim account, as well as the most significant risks and uncertainties facing the Group during the following accounting period, in addition to material transactions with related parties. The Board of Directors of DOF ASA, August 16, 2016 Helge Møgster Helge Singelstad Kathryn Baker Lars Purlund Marianne Møgster Mons S. Aase Chairman IR contacts: Mons S. Aase, CEO +47 91661012, [email protected] Hilde Drønen, CFO +47 91661009, [email protected] DOF ASA 5392 Storebø www.dof.no Deputy Chairman CEO 9 Financial Report Q2 2016 DOF ASA Accounts Q2 2016 Consolidated income statement (MNOK) Note Q2 2016 YTD Q2 2016 YTD Q2 2015 2015 Operating income 2 364 2 648 4 439 5 036 10 291 Operating expenses -1 655 -1 920 -3 060 -3 648 -7 326 -28 104 -41 78 65 Net profit from associated and joint ventures 6 Net gain on sale of tangible assets Operating profit before depreciation EBITDA 3 95 74 320 332 685 928 1 411 1 787 3 362 -1 041 Depreciation 5 -266 -282 -521 -529 Impairment 5 -232 -262 -513 -262 -500 187 384 377 996 1 822 39 23 51 44 99 -294 -293 -580 -612 -1 238 -74 -67 -195 -167 -332 244 156 581 -273 -869 Operating profit - EBIT Financial income Financial costs Net realised gain/loss on currencies Net unrealised gain/loss on currencies Net changes in fair value of financial instruments 27 96 209 227 108 -58 -85 67 -780 -2 232 129 300 444 216 -410 -59 -81 -106 -1 87 70 219 338 215 -323 78 152 226 224 120 -8 67 112 -9 -444 -0.07 0.60 1.01 -0.08 -4.00 Q2 2016 Q2 2015 YTD Q2 2016 YTD Q2 2015 2015 70 219 338 215 -323 Net financial costs 10 Q2 2015 Profit (loss) before taxes Taxes 11 Profit (loss) for the period Profit attributable to Non-controlling interest Controlling interest Profit and diluted profit per share ex non-controlling interest Condensed statement of comprehensive income (MNOK) Note Profit (loss) for the period Items that will be subsequently reclassified to profit or loss Currency translation differences 16 -14 -84 9 89 Cash flow hedge 4 368 134 741 -346 -979 Share of other comprehensive income of joint ventures 6 149 30 246 -132 -377 Items that not will be reclassified to profit or loss Defined benefit plan actuarial gain (loss) - - -8 - 13 Other comprehensive income/loss net of tax 533 151 896 -470 -1 253 Total comprehensive income/loss 603 370 1 233 -255 -1 577 Non-controlling interest 161 174 335 159 -60 Controlling interest 443 196 898 -414 -1 517 DOF ASA Financial Report Q2 2016 Consolidated statement of financial position (MNOK) Note 30.06.2016 30.06.2015 31.12.2015 ASSETS Deferred tax assets 936 887 1 341 Goodwill 409 425 436 1 345 1 313 1 777 Vessels Intangible assets 5 22 942 20 492 21 604 ROV 5 867 946 943 Newbuildings 5 20 2 097 106 Machinery and other equipment 5 498 509 535 Tangible assets 5 24 327 24 044 23 188 Investment in associated and joint ventures 6 715 777 513 1 224 600 905 Other non-current receivables Non-current financial assets 1 939 1 377 1 418 27 611 26 733 26 383 Trade receivables 2 026 2 121 2 112 Other receivables 677 832 589 2 703 2 953 2 701 Total non-current assets Current receivables Restricted deposits 457 576 520 Cash and cash equivalents 985 1 299 1 536 1 442 1 874 2 056 4 145 4 827 4 757 - - 477 4 145 4 827 5 234 31 756 31 560 31 617 1 452 Cash and cash equivalents incl. restricted deposits 7, 9 Current assets Asset held for sale Total current asset incl. asset held for sale Total Assets EQUITY AND LIABILITIES Paid in equity 1 452 1 452 Other equity 1 338 1 542 439 Non-controlling interests 3 590 3 599 3 281 6 380 6 592 5 172 1 47 42 44 53 44 Total equity 9 Deferred taxes Pensions Non-current provisions and commitments Bond loan Debt to credit institutions 8, 9 4, 8, 9 Derivatives Other non-current liabilities Non-current liabilities Current part of bond loan and debt to credit institutions 8, 9 Accounts payable Other current liabilities Current liabilities Liabilites held for sale 101 86 3 378 3 347 17 069 13 960 17 354 210 224 244 23 32 26 19 953 17 594 20 971 3 570 5 429 3 034 1 335 1 264 1 439 473 581 654 5 378 7 274 5 127 - - 260 5 378 7 274 5 387 Total liabilities 25 376 24 968 26 445 Total equity and liabilities 31 756 31 560 31 617 Total current liabilities incl Liabilities held for sale 8 45 2 652 11 Financial Report Q2 2016 DOF ASA Consolidated statement of equity (MNOK) Paid-in capital Retained earnings Currency translation differences Total Non-controlling interest Total equity 1 452 158 282 440 3 281 5 172 982 -84 898 335 1 233 - -25 -25 Balance at 01.01.2016 Total comprehensive income/loss Transaction with non-controlling interests Balance at 30.06.2016 1 452 1 140 198 1 338 3 590 6 380 Balance at 01.01.2015 1 452 1 774 182 1 956 3 458 6 866 -423 9 -414 159 -255 - -18 -18 1 542 3 599 6 592 Total comprehensive income/loss Transaction with non-controlling interests Balance at 30.06.2015 1 452 1 351 191 Key figures 12 Q2 2016 Q2 2015 YTD Q2 2016 YTD Q2 2015 2015 EBITDA margin ex net gain on sale of vessel 1 29 % 31 % 30 % 29 % 29 % EBITDA margin 2 29 % 35 % 32 % 35 % 33 % EBIT margin 3 8% 15 % 8% 20 % 18 % Cashflow per share (controlling interest) 4 1.64 3.10 3.18 5.59 10.17 Profit per share (controlling interest) *) 5 -0.07 0.60 1.01 -0.08 0.73 changes fair value of financial instruments (controlling interest) 6 -1.82 -0.92 -3.53 0.03 4.05 Return on net capital 7 5% 3% -6 % Equity ratio 8 20 % 21 % 16 % Value adjusted equity 9 Profit per share ex. unrealised gain/loss on currencies and 30 % 32 % 33 % Net interest bearing debt 21 689 20 705 21 765 Net interest bearing debt ex. unemployed capital 21 670 18 608 21 659 No of shares 111 051 348 111 051 348 111 051 348 111 051 348 111 051 348 Outstanding number of shares 111 051 348 111 051 348 111 051 348 111 051 348 111 051 348 *) Diluted number of share is the same as number of shares 1) Operating profit before net gain on sale of vessel and depreciation in percent of operating income. 2) Operating profit before depreciation in percent of operating income. 3) Operating profit in percent of operating income. 4) Pre-tax result + depreciation and impairment +/- unrealised gain/loss on currencies +/- net changes in fair value of financial instruments/average no of shares. 5) Result /average no. of shares. 6) Result + net unrealised currency gain/loss + net changes fair value of financial instruments)/average no of shares. 7) Result incl non-controlling interest/total equity 8) Total equity/Total balance 9) Equity adjusted for excess values from broker valuation/Total assets adjusted for excess values from brokers valuation. DOF ASA Financial Report Q2 2016 Cashflow (MNOK) Q2 2016 Q2 2015 YTD Q2 2016 YTD Q2 2015 2015 Operating result 187 384 377 996 1 822 Depreciation and impairment 498 543 1 034 791 1 541 -3 -95 -74 -320 -332 Gain/loss on disposal of tangible assets Share of profit/loss from associates and joint ventures 28 -104 41 -78 -65 Changes in accounts receivables -198 189 102 210 219 Changes in accounts payable 135 186 -128 72 247 33 -32 -13 -102 208 Changes in other working capital Exchange rate effects on operating activities Cash from operating activities Interest received Interest paid Taxes paid Net cash from operating activities Payments received for sale of tangible assets 27 -10 -18 -48 -196 706 1 060 1 322 1 519 3 444 27 21 51 34 36 -299 -282 -585 -628 -1 248 -13 -29 -38 -112 -215 421 770 749 813 2 016 3 658 551 1 919 1 953 -1 127 -1 078 -1 356 -3 056 -3 901 Payments received for sale of shares - 417 3 417 417 Purchase of shares - - - - - Received dividend - - - 3 3 Purchase of tangible assets Other investments Net cash from investing activities Proceeds from borrowings Repayment of borrowings Payments to non-controlling interests Net cash from financing activities Net changes in cash and cash equivalents Cash and cash equivalents at the start of the period Exchange gain/loss on cash and cash equivalents Cash and cash equivalents at the end of the period -101 -167 -351 -242 -431 -1 224 -169 -1 153 -958 -1 958 1 167 1 736 1 973 3 463 6 681 -573 -1 909 -2 134 -4 144 -7 299 -26 -18 -26 -18 -117 568 -191 -187 -699 -735 -236 409 -590 -844 -677 1 669 1 459 2 056 2 609 2 609 9 6 -24 109 124 1 442 1 874 1 442 1 874 2 056 13 Financial Report Q2 2016 DOF ASA Notes to the Accounts Note 1 General DOF ASA (the “Company”) and its subsidiaries (together, the “Group”) own and operate a fleet of PSV, AHTS, subsea vessels and service companies offering services to the subsea market worldwide. The Company is a public limited company, which is listed on the Oslo Stock Exchange and incorporated and domiciled in Norway. The head office is located at Storebø in the municipality of Austevoll, Norway. These condensed interim financial statements were approved for issue on 16 August 2016. These condensed interim financial statements have not been audited. Basis of preparation These condensed interim financial statements have been prepared in accordance with IAS 34, ‘Interim financial reporting’. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2015, which have been prepared in accordance with IFRS. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss. Estimates The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. 14 In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2015, with the exception of changes in estimates that are required in determining the provision for income taxes. DOF ASA Financial Report Q2 2016 Note 2 Management reporting Management reporting Q2 2016 Reconciliation to equity method Financial reporting Operating income 2 439 -75 Operating expenses RESULT (MNOK) Management reporting Q2 2015 Reconciliation to equity method Financial reporting 2 364 2 778 -129 2 648 -1 684 29 -1 655 -1 940 20 -1 920 Net profit from associated and joint ventures 2 -29 -28 - 104 104 Net gain on sale of tangible assets 3 - 3 138 -43 95 760 -75 685 976 -48 928 Depreciation -278 12 -266 -304 23 -282 Impairment -260 28 -232 -262 - -262 222 -35 187 410 -25 384 33 6 39 19 4 23 -293 Operating profit before depreciation EBITDA Operating profit - EBIT Financial income Financial costs -304 10 -294 -306 13 Net realised gain/loss on currencies -90 15 -74 -79 13 -67 Net unrealised gain/loss on currencies 246 -1 244 183 -27 156 Net changes in fair value of financial instruments Net financial costs Profit (loss) before taxes Taxes Profit (loss) 28 - 27 97 -2 96 -88 30 -58 -85 - -85 134 -5 129 325 -25 300 -64 5 -59 -105 25 -81 70 -0 70 219 0 219 Management reporting 30.06.2016 Reconciliation to equity method Financial reporting Management reporting 30.06.2015 Reconciliation to equity method Financial reporting BALANCE (MNOK) ASSETS Intangible assets Tangible assets Non-current financial assets Total non-current assets 1 413 -68 1 345 1 404 -91 1 313 28 620 -4 294 24 327 26 840 -2 796 24 044 649 1 290 1 939 366 1 011 1 377 30 682 -3 071 27 611 28 610 -1 877 26 733 2 953 Receivables 2 828 -124 2 703 3 026 -73 Cash and cash equivalents 1 667 -225 1 442 1 951 -76 1 874 Total current assets 4 495 -349 4 145 4 976 -149 4 827 - - 4 495 -349 4 145 4 976 -149 4 827 35 177 -3 421 31 756 33 586 -2 026 31 560 6 380 - 6 380 6 592 - 6 592 79 -35 45 130 -30 101 23 000 -3 047 19 953 19 361 -1 767 17 594 Asset held for sale Total current assets incl. Asset held for sale Total assets - - EQUITY AND LIABILITIES Equity Non-current provisions and commitments Non-current liabilities Current liabilities Total liabilities Liabilities held for sale 5 717 -339 5 378 7 503 -229 7 274 28 797 -3 421 25 376 26 994 -2 026 24 968 - - - - Total liabilities incl. Liabilities held for sale 28 797 -3 421 25 376 26 994 -2 026 24 968 - Total equity and liabilities 35 177 -3 421 31 756 33 586 -2 026 31 560 Net interest bearing liabilities 24 723 -3 034 21 689 22 560 -1 856 20 705 15 Financial Report Q2 2016 DOF ASA Note 3 Segment information - management reporting PSV AHTS CSV Total 247 416 1 777 2 439 - - 3 3 760 2 Quarter 2016 Operating income Gain on sale of tangeble assets Operating result before depreciation and impairment - EBITDA 84 155 522 Depreciation 59 66 153 278 Impairment 55 78 127 260 -31 11 242 222 301 400 2 076 2 778 - 96 42 138 Operation result - EBIT 2 Quarter 2015 Operating income Gain on sale of tangeble assets Operating result before depreciation and impairment - EBITDA 102 288 587 976 Depreciation 49 75 180 304 Impairment 12 140 110 262 Operation result - EBIT 40 72 297 410 16 Note 4 Hedges The Group applies cash flow hedge accounting related to foreign exchange rate risk on expected highly probable income in USD, using a non derivative financial hedging instrument. This hedging relationship is described below. Cash flow hedge involving future highly probable income The Group applies hedge accounting related to the cash flow hedging of expected highly probable income in USD, from its operations in Brazil. The cash flow hedges hedge a portion of the foreign currency risk arising from highly probable income in USD relating to time charter contracts on vessels owned by the companies Norskan Offshore Ltda and DOF Subsea Navagacao Ltda. The hedging instruments are portions of the companies’ long term debt denominated in USD. The risk being hedged in each hedging relationship is the spot element of the forward currency rate of USD/BRL. The future highly probable income has a significant exposure to the spot element as the spot element is the main part of the forward rate. The long term debt is translated from USD to BRL at spot rate on the balance sheet date every reporting period. The effective portion of changes in fair value of the instruments that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to profit or loss in the periods when the expected income is recognised. DOF ASA Note 5 Tangible assets Financial Report Q2 2016 Vessel and periodical maintenance ROV 21 603 303 Newbuilds Operating equipment Total 943 106 535 23 188 5 1 014 29 1 351 1 104 - -1 104 - 5 2 7 Depreciation -360 -93 -68 -521 Impairment loss -513 Currency translation differences 805 6 4 22 942 867 20 2016 Book value at 01.01.2016 Addition Vessel completed - Disposal Reclassification Book value at 30.06.2016 - -513 815 498 24 327 Newbuilds Operating equipment Total At 31.12.2015 the vessel Skandi Protector was classified as asset held for sale. The vessel is sold in 1 Quarter 2016. 2015 Book value at 01.01.2015 Vessel and periodical maintenance ROV 21 887 1 002 483 494 23 866 Addition 276 38 2 607 135 3 056 Vessel completed 970 -17 -1 599 - Disposal Reclassification -970 -1 582 - 41 12 -53 Depreciation -376 -99 -53 Impairment loss -262 Currency translation differences Book value at 30.06.2015 -528 -262 -462 -7 -23 3 -489 20 492 946 2 097 509 24 044 Asset held for sale At 31.12.2015 the vessel Skandi Protector was classified as assets held for sale. The vessel was delivered to new owner in January 2016. Impairment Due to impairment indicators related to the Group’s activity in general, impairment testing has been performed in order to calculate the recoverable amount for the Group’s vessels. Each vessel constitutes a separate cash generating unit, which is tested separately for impairment. The recoverable amount is tested against each vessel’s book value. In the event that the calculated recoverable amount is lower than book value of the vessel, impairment is made to reflect recoverable amount. The Group has prepared value in use calculations to substantiate the received broker estimates. The value in use calculations are based on estimated discounted cash flows before financial items and tax. Estimated cash flows are based on the Group’s budgets per vessel for 2016, and forecasted earnings going forward. The cash flows per vessels are calculated based on the vessels remaining useful lifetime. Historical income rates, operational -and capital expenditure related to periodical maintenance, in addition to corresponding rate and expenditure levels for comparable vessels form the basis for the estimated cash flows. The market is expected to remain weak during the next three years, and thereafter to normalise. For vessels on firm contracts it is assumed that the vessels are employed on charter parties up until expiry of the contracts, and that rate levels thereafter are reduced. Options have not been assigned any added value in the value in use calculations. The cash flows used in the value in use calculations are discounted using a nominal average cost of capital after tax (WACC) ranging from 6.10% - 6.85%. The value in use calculations are based on best estimate, and due to the current weak market, there is a high level of uncertainty related to the estimates. The impairment tests have resulted in impairment of vessels and equipment totaling NOK 232 million in 2nd quarter and NOK 513 million year to date 30.06.2016. The impairments are spread on 15 vessels. In addition, the impairment tests have resulted in impairment of vessel in joint ventures with NOK 28 million in 2nd quarter and NOK 78 million year to date 30.06.2016 (50% share). The impairments are spread on 5 vessels, all owned by DOF Deepwater AS. 17 Financial Report Q2 2016 DOF ASA Note 6 Investment in associated and joint ventures The Company’s investment in associates and joint ventures as of 30.06.2016; Joint ventures Ownership DOFCON Brasil AS with subsidiaries 50% DOF Deepwater AS 50% DOF Iceman AS 50% Associated companies Master & Commander 20% PSV Invest II AS (Skandi Aukra) 15% Iceman AS (Skandi Iceman) 20% DOF OSM Services AS 50% Canadian Subsea Shipping Company Ltd 40% Effect of application of IFRS 11 on investments in joint ventures; 30.06.2016 Opening balance 1.1.2016 513 Profit (loss) -41 Profit (loss) through OCI 18 246 Other -3 Closing balanse 30.06.2016 715 See Note 2 regarding the presentation of the implementation of IFRS 11 Note 7 Cash and cash equivalent 30.06.2016 30.06.2015 31.12.2015 Restricted cash *) 457 576 520 Cash and cash equivalent 985 1 299 1 536 1 442 1 874 2 056 Total cash and cash equivalent *) Including restricted cash related to non-current loan from Eksportfinans. DOF ASA Financial Report Q2 2016 Note 8 Interest bearing liabilities Please see further information in Note 9 Events after balance date pro forma balance. 30.06.2016 30.06.2015 31.12.2015 Non-current interest bearing liabilities Bond loan 2 652 3 378 3 347 Debt to credit institutions 17 069 13 960 17 354 Total non-current interest bearing liabilites 19 720 17 338 20 701 Current interest bearing liabilities Bond loan Debt to credit institutions 700 1 374 422 2 320 3 815 2 266 - - 260 Liabilities held for sale Utilised credit facilities 391 52 172 3 411 5 241 3 120 23 131 22 579 23 821 Total current interest bearing liabilities Total interest bearing liabilities Net interest bearing liabilities Cash and cash equivalents *) Total net interest bearing liabilities **) 1 442 1 874 2 056 21 689 20 705 21 765 *) Derivatives are not included in the net interest bearing liabilities. Comparable figures are restated. **) A non-current loan has been provided by Eksportfinans and is invested as a restricted deposit in DNB. The loan is fully repaid in 2021. The cash deposit is included in restricted deposits. Out of current debt to credit institutions of NOK 2,320 million, the balloon payments amounts to NOK 280 million and normal amortization amounts to NOK 2,040 million (exluded accrued interest). The balloon is related to DOF Subsea and due date is at the end of 2016. Current part of bond loan is related DOF ASA NOK 700 million with maturity in February 2017. The bond loan was released after the restructuring of the Company’s total bond liabilities. Installment- and balloon profile *) Q3 2016 Q4 2016 Q1 2017 Q2 2017 Bond loan Q3- Q4 2017 2019 2020 Subsequent Total 1 965 700 2 117 3 484 3 219 7 014 19 454 1 300 4 082 4 184 3 219 7 014 23 210 Share fixed interest 49 % Balance 30.06.2016 11 517 USD 80 % 11 175 GBP 28 % 439 Total 65 % 23 131 529 771 529 1 162 Overdraft facilities Total ') 700 2 018 1 300 Debt to credit institutions 700 Total current debt 531 489 2 320 1 231 489 3 411 391 3 365 391 *) Amortised costs are excluded in the figures above. Loan divided on currency and fixed interest NOK 391 Covenants regarding non-current liabilities to credit institutions: - The Group net asset value should be higher than 30% or higher than 20% if the contract coverage for the fleet is greather than 70%. - The Group shall have available cash of least NOK 500 million at all times. Per 30 June 2016 the value adjusted eguity ratio is 30% and free liquidity is NOK 985 million. The Group is in compliance with it’s financial covenants as of 30 June 2016. The company’s covenants are changed after refinancing of the debt, see note 9. 19 Financial Report Q2 2016 DOF ASA Note 9 Events after balance date Refinancing DOF ASA DOF ASA has during Q2 worked on an overall refinancing plan to strengthen the Group’s liquidity in an expected demanding market. The refinancing plan includes restructuring of bond debt, refinancing of several bank facilities, (excluding the Brazilian built fleet and the fleet owned by DOF Subsea), and a rights issue. The refinancing was completed in August, including conversion of three outstanding DOF ASA bond loans to one subordinated convertible bond loan at price 50% of par value of the existing bonds, equal to NOK 1,032.5 million, and acceptance from 13 banks to participate in a five years loan facility of NOK 3,800 million. The loan facility includes reduced amortisation for the three initial years and amended financial covenants. The main new financial covenants are a minimum consolidated book equity of NOK 3,000 million and a minimum liquidity, (excluding DOF Subsea), of NOK 500 million for DOF ASA on a consolidated basis. A rights issue of NOK 1,060 million was completed in August, of which parts of the proceeds have been used to repurchase parts of the new convertible bond loan. The impact on the balance sheet, net interest bearing debt and net instalment profile is shown below. Pro forma balance 30.06.2016 included refinancing and share issue BALANCE (MNOK) 20 30.06.2016 Changes Pro forma balance 30.06.2016 ASSETS Intangible assets Tangible assets Non-current financial assets Total non-current assets 1 345 - 1 345 24 327 - 24 327 1 939 - 1 939 27 656 - 27 656 Current receivables 2 703 - 2 703 Cash and cash equivalents 1) 1 442 826 2 268 Total current assets 4 145 826 4 971 - - - 4 145 826 4 971 31 756 826 32 582 6 380 2 882 9 262 45 - 45 19 953 -886 19 067 Asset held for sale Total current asset incl. Asset held for sale Total Assets EQUITY AND LIABILITIES Equity 2) Non-current provisions and committments Non-current liabilities 3) Current liabilities 4) Total liabilities Liabilities held for sale 5 378 -1 170 4 208 25 376 -2 056 23 320 - - - Total liabilities incl Liabilities held for sale 25 376 -2 056 23 320 Total equity and liabilities 31 756 826 32 582 Net interest bearing liabilities 21 689 -2 882 18 807 The following transactions are included in the proforma balance 1) Share issue NOK 1 060 million minus estimated transaction costs of NOK 24 million and repayment convertible bond loan NOK 209 million. 2) Share issues net NOK 1 036 million, net convertible bond loan NOK 824 million and net effect from restructuring of DOF09, DOF10 og DOF11, NOK 1 022 million. 3) Restructuring bond loan NOK -1 356 million and changed installment profile secured loans NOK 470 million. 4) Restructuring current part of bond loan NOK -700 million and changes secured loans NOK - 470 million. DOF ASA Financial Report Q2 2016 NET INTEREST BEARING LIABILITIES (Pro forma) (MNOK) 30.06.2016 Changes Pro forma 30.06.2016 2 652 -1 356 1 296 Non-current interest bearing liabilities Bond loan Debt to credit institutions 17 069 470 17 539 Total non-current interest bearing liabilities 19 720 -886 18 834 Current interest bearing liabilities Bond loan Debt to credit institutions 700 -700 - 2 320 -470 1 850 Liabilities held for sale Overdraft facilities Total current liabilities Total non-current and current liabilities - - 391 391 3 411 -1 170 2 241 23 131 -2 056 21 075 Net interest bearing liabilities Cash and cash equivalents Net interest bearing liabilities New installment and balloon profile *) Bond loan Debt to credit institutions Overdraft facilities Total Q3 2016 Q4 2016 Q1 2017 Q2 2017 Total current debt Q3-Q4 2017 2018 1 442 826 2 268 21 689 -2 882 18 807 2019 2020 Subsequent Total - - - - - - 1 300 - - - 1 300 360 674 424 392 1 850 814 1 629 3 207 2 564 9 389 19 454 - 391 - - 391 - - - - - 391 360 1 064 424 392 2 241 814 2 929 3 207 2 564 9 389 21 145 *) Amortised costs are excluded in the figures above. New contracts DOF has secured extension with Maersk for Skandi Gamma until end 2016 and for Skandi Caledonia with Apache North Sea Ltd until mid-January 2017. The newbuild Skandi Acu owned by DOFCON Brasil (JV owned 50/50 by DOF Subsea and Technip) commenced its 8-year contract with Petrobras on 13 August 2016. DOF Subsea is awarded a 5-year contract with 2 two-years options to provide underwater services and a MPSV-vessel to the Prelude FLNG facility. 21 Financial Report Q2 2016 DOF ASA Note 10 Transaction with related parties Transactions with related parties are governed by market terms and conditions in accordance with the “arm’s length principle”. The transactions are described in the Annual report for 2015. There are no major changes in the type of transactions between related parties. Note 11 Taxes Taxes per 30 June 2016 are a preliminary estimate. Note 12 Share capital and shareholders Largest shareholders as of 30.06.2016 22 Name MØGSTER OFFSHORE AS No. shares Shareholding Voting shares 51,22 % 56 876 050 51,22 % PARETO AKSJE NORGE 8 173 058 7,36 % 7,36 % MP PENSJON PK 1 197 595 1,08 % 1,08 % MOCO AS 1 094 184 0,99 % 0,99 % VESTERFJORD AS 1 027 650 0,93 % 0,93 % NORDNET LIVSFORSIKRING AS 1 005 710 0,91 % 0,91 % KANABUS AS 1 004 684 0,90 % 0,90 % FORSVARETS PERSONELLSERVICE 997 421 0,90 % 0,90 % PARETO AS 994 000 0,90 % 0,90 % THE NORTHERN TRUST CO, 807 668 0,73 % 0,73 % SKANDINAVISKA ENSKILDA BANKEN AB 676 830 0,61 % 0,61 % VERDIPAPIRFONDET ALFRED BERG NORGE 635 758 0,57 % 0,57 % ENERGY INVESTORS AS 629 384 0,57 % 0,57 % NETFONDS LIVSFORSIKRING AS 547 361 0,49 % 0,49 % DICHESBUEN AS 540 000 0,49 % 0,49 % SIGFISK AS 500 000 0,45 % 0,45 % IMAGINE CAPITAL AS 423 098 0,38 % 0,38 % BKK PENSJONSKASSE 413 000 0,37 % 0,37 % NORDNES 400 000 0,36 % 0,36 % CITIBANK, N,A, 350 163 0,32 % 0,32 % Total 78 293 614 70,50 % 70,50 % Total other shareholders 32 757 734 29,50 % 29,50 % 111 051 348 100 % 100 % Total no of shares Ownership structure and number of shares has been changed with effect from 5th August 2016. DOF ASA ARGENTINA SINGAPORE 5392 Storebø DOF Management Argentina S.A. DOF Subsea Asia Pacific Pte Ltd NORWAY Peron 315, piso 1, Oficina 6-b 460 Alexandra Road Phone: +47 56 18 10 00 1038 - Buenos Aires # 15-02 Fax: ARGENTINA PSA Building, 119963 Phone: +5411 4342 4531 SINGAPORE [email protected] Phone: +65 6561 2780 Alfabygget +47 56 18 10 06 [email protected] Fax: +65 6561 2431 NORWAY AUSTRALIA [email protected] DOF Subsea AS DOF Management Australia DOF Management Pte Ltd Thormøhlensgate 53 C Level 1, 441 South Road 460 Alexandra Road 5006 Bergen Bentleigh, Vic. 3204 # 15-02 NORWAY AUSTRALIA PSA Building, 119963 Phone: +47 55 25 22 00 Phone: +61 3 9556 5478 SINGAPORE Fax: Mobile: +61 418 430 939 Phone: +65 6868 1001 +47 55 25 22 01 [email protected] Fax: +65 6561 2431 DOF Subsea Australia Pty Ltd DOF Subsea Norway AS 5th Floor, 181 St. Georges Tce Thormøhlensgate 53 C Perth, Wa 6000 5006 Bergen AUSTRALIA DOF Subsea UK Ltd NORWAY Phone: +61 8 9278 8700 Horizons House Phone: +47 55 25 22 00 Fax: 81-83 Waterloo Quay Fax: [email protected] +47 55 25 22 01 +61 8 9278 8799 [email protected] UNITED KINGDOM Aberdeen, AB11 5DE UNITED KINGDOM BRAZIL DOF Management AS Phone: +44 1224 614 000 Fax: +44 1224 614 001 Alfabygget NorSkan Offshore Ltda 5392 Storebø Rua Lauro Müller, 116 - Offices 2802 to NORWAY 2805 - Botafogo - Rio de Janeiro - RJ DOF (UK) Ltd BRAZIL - CEP: 22290-160 Horizons House Thormøhlensgate 53 C Phone: +55 21 2103-5700 81-83 Waterloo Quay 5006 Bergen Fax: Aberdeen, AB11 5DE NORWAY [email protected] +55 21 2103-5717 [email protected] UNITED KINGDOM Phone: +44 12 24 58 66 44 Phone: +47 56 18 10 00 DOF Subsea Brasil Serviços Ltda Fax: Fax: Rua Fiscal Juca, 330 [email protected] +47 56 18 10 06 [email protected] +44 12 24 58 65 55 Q: W2 – L: 0001 Loteamento Novo Cavaleiros USA Vale Encantado – Macaé/RJ ANGOLA BRAZIL - CEP: 27933. 450 DOF Subsea USA Inc DOF Subsea Angola Phone: +55 22 2123-0100 5365 W. Sam Houston Parkway Rua Ndumduma 56/58 Fax: N Suite 400, Houston Caixa postal 2469, Miramar [email protected] +55 22 2123-0199 Luanda, Republic of Angola Phone/Fax:+244 222 43 28 58 USA CANADA +244 222 44 40 68 Mobile: +244 227 28 00 96 DOF Subsea Canada +244 227 28 99 95 26 Allston Street, Unit 2 E-mail: [email protected] Texas 77041 Phone: +1 713 896 2500 Fax: +1 713 726 5800 Mount Pearl, Newfoundland CANADA, A1N 0A4 Phone: +1 709 576 2033 Fax: +1 709 576 2500 [email protected] [email protected] DOF ASA Alfabygget 5392 Storebø NORWAY www.dof.no
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