Aker ASA

OSE:AKER

Earnings Call Transcript 2020-Q2

[Torbjørn Kjus, Chief Economist & Head of Investor Relations]

Hello, everyone, and good morning. Welcome to a presentation of Aker's Second Quarter and Half Year Results for 2020. We will start today's presentation with Aker's President and CEO, Oyvind Eriksen. He will walk you through the highlights in the quarter and the development of our Industrial Holdings portfolio. Oyvind will also take you through today's announced spin-off of Aker Solutions Offshore Wind and Carbon Capture segments and the following merger between Kvaerner and Aker Solutions. After that, Aker's Chief Investment Officer, Kristian Rokke, will take you through Aker's initiative to establish the wholly owned Aker Horizons, a company that will operate in renewable energy and green technologies. Aker's CFO, Svein Oskar Stoknes, will then go through the financial investments portfolio and the first quarter accounts in more detail. And after the presentation, we will open up for Q&A. And with that, I hand it over to Oyvind.

[Oyvind Eriksen, President & CEO]

Thank you, Torbjorn. Our presentation this morning tells a lot about the Aker DNA. While most of the world is adversely impacted by the COVID-19 lockdown, Aker is today reporting a second quarter with strong financial performance and, at the same time, we were announcing a series of transactions, which, in some, transforms Aker and positions us even more strongly in the fast-growing renewable energy and green technology industry segments more explicitly. Aker is establishing Aker Horizons as a group operating in renewable energies and green technologies segments. Aker Solutions spins off to its shareholders, its Offshore Wind and Carbon Capture segments and list both on Merkur Market.Aker Solutions and Kvaerner are merging, creating a focused supplier to renewable green tech and oil and gas. Aker has reached an agreement with the Norwegian government to dissolve Aker Kvaerner Holding. Aker enters into a conditional agreement for the acquisition of the Onshore Wind developer, NBT, and Aker's Board of Directors has decided to pay a semiannual cash dividend to its shareholders of NOK 11.75 per share. In addition, Aker BioMarine, a couple of weeks ago, completed successfully a private placement followed by a listing of the company on Merkur Market. Aker Horizons has already been mentioned. I'm pleased to announce that Kristian Rokke has accepted a role as CEO of Aker Horizons. He will, as Torbjorn just said, walk us through later on some highlights for Aker Horizons. But first, Aker's second quarter performance in short. Aker's net asset value was up 42% in the second quarter to NOK 34.3 billion. Most of this value increase came from our Industrial Holdings portfolio that added another NOK 9.2 billion in the quarter. The value increases are supported by actions taken by the portfolio companies to adjust operations and protect shareholder value by a partial rebound of Aker BP's share price and increased value of Aker BioMarine of NOK 2.9 billion to NOK 7.8 billion at the quarter end. The investment in Aker BioMarine as at 30th of June included in the NAV at market value based on the private placement. Aker's value adjusted equity ratio as per the end of the second quarter was a strong 75%, up from 64% at the end of the first quarter, and 84% of our gross values were in our industrial portfolio. Our liquidity reserve at the end of the quarter was NOK 5.9 billion, including NOK 2.9 billion in cash.Aker's Industrial portfolio still consists of 8 assets, but now 6 of these are listed and 2 are non-listed. The still largest asset in our ownership -- is our ownership in Aker BP and the second-largest asset is Aker BioMarine. Going forward, Aker BioMarine will be shown at the traded value in our net asset value. Aker Energy and Cognite are currently Aker's only remaining assets in the Industrial Holdings portfolio that is not listed. Aker Horizons will be added to the list of private Industrial Holdings next time we meet. Since year-end 2019, there has been a significant change in Aker's gross asset value distribution. E&P was then 68% of our gross asset value compared with 57% as per the end of the second quarter, illustrating a large diversification of the portfolio. Seafood and marine biotech, as during the first half of 2020, increased its share from 5% to 20%, while maritime assets have dropped from 9% to 6% and oil services have dropped from 7% to a tiny 4%. Aker's portfolio has been growing in transparency as 90% of our gross asset value was in cash and listed assets per end of the second quarter compared with 75% as per the end of the first quarter. The accelerated changes brought by the coronavirus is not a new development to Aker. Global trends like digitalization, renewable energy and health were strong long before the COVID-19 lockdown. The main change recently is the accelerated pace of change. With Cognite, Aker Horizons and Aker BioMarine, we are uniquely positioned to ride all the 3 ways, 3 companies and platforms for growth and value creation in the future.This slide sums up our portfolio of listed Industrial Holdings. In parallel with our new ventures in renewable and green tech, we are maintaining focus on the oil and gas sector, including, of course, our biggest investment, Aker BP. The results reported by Aker BP for the second quarter are impressive considering the oil price volatility in the period. The temporary changes to the petroleum tax regime in Norway is our utmost importance, both to maintain a base capacity and competency and to be able to transform parts of the businesses to renewable and other industries. The temporary tax amendments and other stimulus packages triggered a number of developments at Aker. Aker BP safeguarded its growth by sanctioning the Hod development and proceeding with NOAKA. New contracts have been awarded to Aker Solutions and Kvaerner. Providing the visibility and predictability for nature and volume of work, we need to launch the spin-offs and merger. The Norcem Brevik carbon capture project has been launched with support from the Norwegian government and with Aker Carbon Capture as supplier. And Norway is opening up 2 offshore areas for wind farm developments, constituting exciting opportunities for companies like Aker Offshore Wind.The announcements today constitute a new era for Aker as a matter of capital allocation and composition of our investment portfolio. This is the first quarter with Aker BioMarine as a listed entity. Aker BioMarine is both a positive value trigger and a diversification of our core areas of investments. Sustainability has been in focus for Aker BioMarine since its inception, and the company benefits from increasing global focus on health issues.Aker's non-listed industrial portfolio now consists of Aker Energy and Cognite, and operates in 2 industry segments: Exploration and production, and industrial software. Aker Energy strategy in Ghana has shifted from a centralized FPSO approach to a phased development to develop the resources in the contract area. The plan is that this will substantially reduce the investment and breakeven cost, enabling the company to proceed in a lower and more uncertain oil price environment. Cognite secured new commercial agreements with some of the world's leading industrial companies in the second quarter, including BP in the oil and gas sector and Epiroc and Servi in the manufacturing sector. The company continues to expand its international presence through offices in Tokyo and Texas, and both offices secured additional customer engagements with large industrial companies in the quarter. The company also continues to progress commercial discussions with new customers, including Saudi Aramco, following the October 2019 announcement, to explore ways of developing Cognite's technology at Aramco facilities, both in Saudi Arabia and internationally. Let me now take you through Aker Solutions spin-offs of Offshore Wind segment and the Carbon Capture segment, and the following merger between Kvaerner and Aker Solutions. We have a separate presentation about this today at 10 AM, so I'll be brief. With more activity triggered by the temporary changes to the petroleum tax regime in Norway, we have been able to make transitions that positions us for the future. Starting with the decision to spin off 2 business segments from Aker Solutions, namely the Offshore Wind business and the Carbon Capture technology and development business. The reasons for this is that it has become increasingly clear that Aker Solutions sits on technology and solutions that represent value creation opportunities in a world transitioning to green solutions at an accelerated speed. Offshore Wind and Carbon Capture are business opportunities that will require capital and focus to take to the next level and unlock value. They have both grown out of existing resources and competencies in Aker Solutions, but with even more potential as stand-alone companies than as integrated parts of an oil service business. Renewable energy industries and green technology solutions have entirely different value chains, customers, investor bases and sources of funding. Recapitalizing and spinning off the Offshore Wind and the Carbon Capture business areas from Aker Solutions presents an opportunity for industrial growth and value creation to Aker and other Aker Solutions shareholders. In order to secure sufficient funding for their next phase of development, both companies are in the process to prepare for private placements guaranteed by Aker prior to the listing on Merkur market. The intention is to distribute Aker Solutions shares in the 2 new companies, known as Aker Offshore Wind and Aker Carbon Capture to the shareholders as dividend, while Aker maintains the role as majority shareholder and a driving force in both companies. The Norwegian government has approved the spin-off transactions and reserve its right to participate in the private placements through Aker Kvaerner Holding. Aker has also reached an agreement with the government to subsequently dissolve Aker Kvaerner Holding, whereby its indirect ownerships in Aker Solutions Kvaerner and Akastor via Aker Kvaerner Holding are converted into corresponding direct ownership stakes in those 3 companies. The dissolution of Aker Kvaerner Holding is subject to parliamentary approval this fall.So by spinning off the 2 business segments, we are left with a more focused supplier company that will then merge with Kvaerner. Bringing the companies together forms a strong supplier company with an extended portfolio that can focus on radically improving efficiency in oil and gas deliveries by also better leveraging the potential from application of industrial software and automation technologies provided by third-party suppliers rather than developed in-house. A key element in the strategy of the merged company is also to streamline, focus and accelerate the role as supplier to the renewable and green technology industries. Overall, these measures will strengthen the combined supplier capabilities, allowing both companies to better focus on core competencies, project execution and strong product deliveries, both to the existing oil and gas industry as well as into emerging energy segments.Aker believes in the value proposition of the merged Aker Solutions and Kvaerner. At the same time, the spin-offs of the Offshore Wind and the Carbon Capture businesses from market solutions and have enabled -- has enabled Aker to establish Aker Horizons of a new renewable and green tech venture with which Kristian will describe in some more detail now.So please, Kristian. CEO of Aker Horizons.

[Kristian Monsen Røkke, Chief Investment Officer]

Thank you very much, Oyvind, and it's a pleasure to introduce Aker Horizons as a new venture in Aker. The concept is clear, build companies that can meaningfully reduce CO2 emissions while providing substantial value creation over time. And we're kicking off the portfolio with 2 companies that fit this bill, Aker Offshore Wind and Aker Carbon Capture. And we are in the process of acquiring a third company, an onshore wind developer, NBT, that can also make a major impact on CO2 emissions in the regions it operates.In terms of organization, Aker Horizons is set up as a wholly owned entity of Aker ASA, and we'll have a dedicated team already consisting of 8 experienced resources that can help set dimension companies on an increased trajectory. Each company will optimize value individually with separate management teams and boards. But while through Aker Horizons, we'll be able to receive support from the entire Aker group, spanning from back office function to keep costs lean, but also financial structuring, business development, recruitment and coordination throughout the larger group. In addition, M&A and pursuing new ventures will be part of the mandate, such as exploring the possibilities within hydrogen based on the know-how already in the Aker group as well as beyond.Specifically, the Aker Horizons team from the outset will be comprised of Oyvind Eriksen as Chairman and myself as CEO, in addition to Jan Arve Haugan who has a tremendous amount of industry experience. And in addition, 6 other full-time resources who have been onboarded this month. This will grow over time but will be kept as lean as possible. Now for the 2 companies, Aker Offshore Wind and Aker Carbon Capture, we are fortunate to have Henrik O. Madsen as Chairman, who has extensive knowledge of renewable energy and green technologies and have 2 strong leaders, Astrid Skarheim Onsum for Offshore Wind and Valborg Lundegaard for Carbon Capture. Astrid has been Head of Wind energy at Aker Solutions as well as Chief Digital Officer previously, while Valborg has been head of both Customer Management most recently and President of Aker Engineering and Technology. Now you can hear them both speak about the companies they will be leading in less than an hour at the Aker Solutions and Kvaerner joint presentation, but let me say a few words about each of these companies as it relates to Aker Horizons. Now as mentioned, both of these companies will be capitalized through a private placement to match funding with their stand-alone business plans and will be spun off and listed on Merkur market with Aker Horizon as a principal shareholder with representatives on the Board and an active ownership agenda. As far as ambitions are concerned for Aker Offshore Wind, this is nothing less than to become the clear leader within floating wind, a market segment with the potential to be very large, particularly given superior wind conditions offshore and less intrusive footprint than alternatives. A key success factor will be driving down costs from where they are today and enable us to do so are in the Aker Group's, particularly Aker Solutions, sweet spot with proven foundation technology, digital platforms and leading deepwater capability, as illustrated by the fact that 60% of the world's semisubmersible floaters are based on Aker Solutions' historical and present designs.As far as Aker Carbon Capture is concerned, this is a company we strongly believe will benefit from becoming stand-alone with a pure-play focus on carbon capture. The technology has been developed in Aker Solutions over 20 years. And now with an ever-increasing drive towards reducing global warming, we believe carbon capture is set for commercialization and are starting to see a specific sign of this as the company has witnessed a major increase in its sales pipeline over the past 12 months. This morning, Aker announced a conditional agreement for the acquisition of NBT, where Aker has acceptance from shareholders representing 94% of outstanding shares. Now first a bit about NBT. The company is an independent wind power developer founded in 2004 with roots in China, where, today, it has 150 megawatts in operation. NBT has most of its activity now in Ukraine, where it has 2 large projects. The first is Syvash, which is in the final stages of construction with 246 megawatts, where NBT AS partners Total Eren. It has a senior financing facility with European bank for reconstruction and development. The second project, which is looking to start construction in Q4 this year is one of Europe's largest onshore wind farms, the Zophia project at 792 megawatts over 3 phases and a CapEx of approximately EUR 1.2 billion. Now what attracted us to NBT is, first of all, the compelling project economics on a stand-alone basis, which are attractive, but larger than that, what NBT represents is a platform with key people and a considerable exclusive pipeline in multiple frontier countries. We see the potential to combine has been a truly entrepreneurial spirit in NBT with the industrial capabilities in Aker to build a company that can make a real impact in frontier markets, particularly the ones that are committed to shifting electricity production into renewable power from what is today, in many instances, a high level of coal power production. Our focus is on what NBT has been in the past or even today, but on what it can become by taking the best of both worlds and working towards a common mission. In terms of the specifics of the contemplated transaction, as mentioned, Aker has reached an agreement with over 90% of the shareholders to acquire shares and NBT AS. The price is NOK 70 per share, implying an equity value of NOK 3.1 billion.Now there are a couple of points worth highlighting. First, in conjunction with the agreement, Aker help strengthened the company's financial position by injecting NOK 122 million of equity, increasing Aker's ownership from 8.3% to 12.8%. That is complete. In addition, Aker has provided NBT with a financing facility of NOK 178 million to be used exclusively on developing NBT's pipeline over the coming months. Second, Aker plans to invest EUR 200 million upon closing of the transaction. The plan is to raise additional financing so that upon closing of the transaction, the NBT acquisition itself as well as the Zophia project will be fully financed.Third, Aker is targeting IPO of this onshore wind business within 3 years, at which point, we expect the business to be considerably larger with demonstrated execution of its projects, a further diversified pipeline with a substantially lower cost of capital. Lastly, the transaction is subject to a number of closing conditions, including, but not limited to, parliamentary approval of a new tariff regime in Ukraine; confirmatory due diligence; securing project financing, the Zophia project; and refinancing of NBT's existing loans. We will revert with more details regarding the transaction itself and our plans for this particular business upon closing of the transaction. So that brings me to the end of this section. And on this last slide, you can see some of the immediate milestones. And to put things in perspective, the 2 mentioned projects in Ukraine alone are estimated to reduce CO2 by 2.7 million tonnes per year. That's equivalent to approximately 2x the annual emissions of Oslo alone. So for Aker Horizons, we see this as a very good start, but only a start. Svein Oskar?

[Svein Oskar Stoknes, Chief Financial Officer]

So thank you, Kristian, and good morning. So I will start out spending a few minutes on Aker's financial investments portfolio, which accounted for 16% of Aker's total assets or NOK 7.5 billion, which is down NOK 1.2 billion from the previous quarter. This was mainly due to the decrease in cash holdings in the quarter, partly offset by value increase of the listed financial investment portfolio.The main components, as previously, under financial investments are cash listed financial investments, real estate investments and interest-bearing receivables. And starting with cash. Our cash holdings represented 6% of Aker's gross asset value or NOK 2.9 billion. This is down NOK 1.5 billion from the previous quarter. The main cash inflows were dividends from Aker BP, Ocean Yield and American Shipping Company of the equivalent to NOK 354 million. The main cash outflows in the quarter were NOK 1.3 billion in debt repayments. Payments for operating expenses and net interest were NOK 184 million. And our liquidity reserve was NOK 5.9 billion, including undrawn credit facilities of NOK 3 billion. Listed investments included in our financial portfolio represented about 2% of Aker's total assets at the end of the quarter or NOK 1 billion. Philly Shipyard announced the contract award for the construction of 2 National Security Multi-Mission Vessels. The contract award led to a value increase of Aker's investment of NOK 224 million in the quarter. Our total investment in American Shipping Company increased by NOK 195 million in the quarter, including the TRS agreements. And Aker posted dividend income of NOK 24 million from the investment. Real estate and other financial investments represented 8% of Aker's gross asset value or NOK 3.6 billion in total. In the quarter, Aker acquired from Ocean Yield a 50% interest in 7 oil tankers with long-term charters for NOK 97 million through 2 joint ventures. Subsequent to the quarter, Aker BioMarine has repaid its debt to Aker with NOK 1.1 billion, including interest. This was part of the private placement and listing process of the company completed last week. Then let's look briefly at the financial statements for Aker ASA and holding companies, and let me start with the balance sheet. Please note that the figures on this slide are after a dividend allocation of NOK 11.75 per share. The gross asset value stood at NOK 45.7 billion at the end of the quarter, up from NOK 37.7 billion at the end of the first quarter. The book equity was NOK 13.6 billion more or less unchanged from the previous quarter as the profit before tax in the quarter was offset by the allocated dividend. If we adjust for fair values of our listed assets, we get our net asset value of NOK 33.4 billion at the end of the second quarter, up NOK 9.3 billion from the first quarter. This is mainly explained by value increases of the investments in Aker BP and Aker BioMarine. The net asset value per share was SEK 450 after dividend allocation, and the value adjusted equity ratio was 73%. Our total interest-bearing debt was NOK 10.9 billion, which is down NOK 1.8 billion from the previous quarter. The reduction was mainly due to the repayments of AKER10 and AKER13 bonds at maturity and due to foreign exchange adjustments. The average debt maturity at the end of the quarter was 3.2 years. We still have significant headroom with regards to our debt covenants. Then to the income statement. The operating expenses for the second quarter were NOK 79 million. The net value change in the quarter was positive NOK 191 million. Net other financial items were positive NOK 754 million, mainly explained by dividend income of NOK 361 million and positive foreign exchange effects of NOK 382 million. The profit before tax was then NOK 858 million in the quarter.Thank you. That was the end of today's presentation, and we will then move on to Q&A.

[Torbjørn Kjus, Chief Economist & Head of Investor Relations]

Operator, can you open up for questions?

[Operator]

[Operator Instructions] If there are no further questions at this moment, I'll hand it back to the speakers.

[Torbjørn Kjus, Chief Economist & Head of Investor Relations]

Okay. We will then take a question that we have got name from the web from [ Michael Gilkins ]. With the listing of several businesses in a short time, could you perhaps give some visibility on a potential IPO of Cognite? CEO, Mr. Lervik, hinted on the potential 2020 listing of the business. Is that still on the table for Aker as a majority shareholder?

[Oyvind Eriksen, President & CEO]

Well, the only agenda and strategy is basically unchanged from what we said when Cognite was established, and Cognite has access to the funding, the company needs for its organic growth. So the main focus is to support Cognite and the continued development. So what we said when we established Cognite was that Aker will open up for co-investments in the company going forward, but we will be more interested in functional expertise and a proven track record from industrial software than the funding itself. So I could have spent a significant part of my time on meetings and dialogue with possible investors in Cognite because Cognite has already positioned itself as a very attractive industrial software company, but we have no immediate plan to list Cognite. They will not rule out that we will open up for co-investments, for instance, through a private placement and in a not-too-distant future.

[Torbjørn Kjus, Chief Economist & Head of Investor Relations]

Okay. Operator, can you check if there are any questions on the phones?

[Operator]

[Operator Instructions] As there are no further questions at this moment, I will hand it back to the speakers.

[Torbjørn Kjus, Chief Economist & Head of Investor Relations]

Okay. If there are no further questions, I think we will then conclude our presentation for today, and we take the opportunity to thank you all for attending this morning. Thank you.