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DE RAJ GROUP AG Q3/9M 2018 Interim Statement DE RAJ GROUP AG

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Page 1: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

DE RAJ GROUP AGQ3 / 9M 2018 Interim Statement

DE RAJ GROUP AG

Page 2: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Contents 3 Letter to the Shareholders

4 Listing at Vienna Stock Exchange

5 The Share

6 Income Statement / Comprehensive Income Statement

7 Cash Flow Statement

8 Balance Sheet

9 Statement of changes in equity

10 Interim Results of Operations Q3/ 9M/2018

10 Significant events occurring after the end of the period under review

11 Business outlook to Q4/2018 and for the FY 2018

12 Financial Calendar 2018/2019

12 Contact

Group Key Figuresin EUR’000

Order backlog

401,52230 September 2018

Revenue

10,6219M 2018

Gross profit

5,9169M 2018

Equity Ratio

81%30 September 2018

Operating Cash Flow

11,8579M 2018

DE RAJ GROUP AG2

// KEY FIGURES // CONTENTS

Page 3: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

I am pleased to present the Interim Management Report for the third Quarter of 2018 and the first nine months 2018 for De Raj Group AG.

In this quarter, we have focussed on consolidating our efforts on project delivery and business rationalisation. As reported last quarter, under the rationalisation exercise, we have now divested the under-performing power assets in Germany as announced in August 2018. In place of this, we have put in place strategic plans to time charter main equip-ment of power and green projects to the German market and abroad.

In addition, we have continued to pursue new orders with the pickup in the Oil & Gas market. The recent drop in oil prices again showcased the volatility of the commodity, however the industry experts are of the opinion that this is a blip on the oil chart. We see the continued increase in business activity in the Oil & Gas industry remaining strong as evidenced by new prospects for MOPU jobs in Indonesia and India. For the rest of the year and moving into 2019, we will continue to focus on bringing in new orders to the order book.

I am pleased to report that the implementation of the two contracts in hand is progressing well. The MOPU Boss 1 contract of four years plus has continued its outstanding operational performance of Uptime KPI of above 99 % and as reported last quarter the very positive underwater inspection of the MOPU has enhanced the prospects of it continuing to serve at location for longer periods than its current expiry of September 2019. Whilst, the newly secured FPU contract has had some positive negotiations with client, HCML to amend some of the contractual provisions to better facilitate project funding.

As reported last quarter, we are also aggressively pursuing efforts to raise capital on the Frankfurt exchange via an IPO in 2019. In this, I am pleased to report that private equity placement companies with European and Russian inves-tors view the German and Vienna listing of our Group very strongly and are also very optimistic about our Middle Eastern projects. We believe we are on track with our IPO plan.

We wish to thank our shareholders for the continued support of De Raj Group AG.

Dato’ Nagendran C. Nadarajah(Chairman of the Management Board)

DE RAJ GROUP AG 3

// LETTER TO THE SHAREHOLDERS

Page 4: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Listing at Vienna Stock Exchange

De Raj Group AG, Cologne, (ISIN: DE000A2GSWR1) has been listed and traded successfully on the EU-regulated market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) since 8th February 2018.

De Raj Group AG is listed and is also traded since March 23rd, 2018 at the Open Market in Frankfurt / Main and at XETRA of Deutsche Börse AG in addition to the initial listing at the Vienna Stock Exchange.

Designated Sponsor in Frankfurt / Main is the ACON Actienbank AG.

The De Raj Group is strong in the Oil & Gas sector and Power Generation sector, where it owns and operates strategic equipment/facilities in both of these sectors which are provided on mid- to long-term lease to the market. In the Power sector, it is involved in both conventional power generation and CHP (Combined Heat and Power) generation. The Group owns a diversified portfolio of contracted renewable and conventional power generation assets in Europe and is embarking on an inter-national expansion plan in the Middle East and the Asia Pacific region.

The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly in the South East Asian region. The Group owns a diversified portfolio of assets comprising jack-up rigs and topside equipment. These jack-up rigs, with the readily available equipment can be modified quickly to suit client requirements for offshore facilities in the development of marginal fields, including as well enhancement of production in producing fields. This supports very well Oil companies desire for early monetisation of hydrocarbon with cost effective solutions.

For further information:De Raj Group AGInvestor RelationsJörg PetersPhone: +49 6171 919 24 40mailto: joerg.peters@ thederajgroup.com

DE RAJ GROUP AG4

// LISTING AT VIENNA STOCK EXCHANGE

Page 5: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

The Share

Research Coverage

The ACON Research und Services GmbH recommended the De Raj Group AG in their initial research report, published on 20 March 2018, a BUY with a target price of EUR 10.00. The valuation of EUR 630 million, after deducted current net debt, is based only on discounted earnings of current projects.

Analyst Robert Willis discovered exceptional growth potential for this unique investment: “A cyclical recovery in its core oil & gas exploration and production business is driving recent results. ... De Raj Group AG’s historic core business is oil & gas services for small or less developed and marginal fields. Innovation, speed and various patents differentiate the highly experienced Group. Earnings and cash flow has been weak during oil down cycles, but strong earnings and cash flow are now expected as global off shore rig demand recovers.”

“… a newly acquired contract to build, own and lease (BOT) a floating production unit (FPU) for ten years in Indonesian waters further adds to the Group’s diversifi-cation. ... “

Initial research report:BUY recommendationValuation of EUR 630 million

Being listed on the EU-regulated market of the Vienna Stock Exchange – A big step forward into the European market.

ISIN / WKN DE000A2GSWR1 / A2GSWRTrading Symbol DRJBloomberg / Reuters DRJ GR / DRJGStock Markets Vienna Stock Exchange / Wiener Börse

German Stock Exchange / Deutsche BörseMarket Segments Standard Market Auction, EU-regulated Market / Vienna

XETRA, Open Market / Frankfurt Initial Listing (IPO) 8th February 2018 / ViennaDual Listing 23rd March 2018 / FrankfurtIndex WBI Wiener Börse Index

(All Share Index Vienna Stock Exchange)Type and Class of Share Ordinary Bearer Shares with no par value, each representing

a notional value of EUR 1.00 in the share capital Share Capital EUR 35,000,000Authorised Capital 2017 EUR 17,500,000 until 10th Oct 2022Contingent Capital 2017/l EUR 14,000,000 until 10th Oct 2022Contingent Capital 2017/ll EUR 3,500,000Designated Sponsor ICF Bank AG Wertpapierhandelsbank

for ACON Actienbank AGResearch Coverage Robert Willis / ACON Research und Services GmbH

DE RAJ GROUP AG 5

// THE SHARE

Page 6: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Consolidated Income Statement and Statement of Comprehensive Income for the period from 1 Jan to 30 Sep 2018

Statement of Comprehensive Income

in EUR’000 Q3/ 2018 9M/ 2018

Revenue 3,614.8 10,620.8Cost of sales and services -2,074.9 -4,704.4Gross profit 1,539.9 5,916.4

Other operational income 18.8 34.9Other operational expenses -858.5 -4,073.8Operating profit (EBIT) 700.2 1,877.5Financial income 0.0 0.0Financial expenses -358.5 -1,044.4Profit before taxation (EBT) 341.7 833.1Income tax 0.4 -8.9Consolidated profit for the period 341.3 824.2

attributable to:Shareholders of De Raj Group AG 276.9 781.5Non-controlling interests 64.4 42.7

in EUR’000 Q3/ 2018 9M/ 2018

Consolidated profit for the quarter 341.3 824.2

Items that might be reclassified subsequently to the income statementIncome and expense from currency translation recognized in equity -659.4 2,543.3Comprehensive income -318.1 3,367.5

attributable to:Shareholders of De Raj Group AG -382.5 3,324.8Non-controlling interests 64.4 42.7

DE RAJ GROUP AG6

// INCOME STATEMENT Q3/9M/2018

Page 7: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Consolidated Cash Flow Statement for the period from 1 Jan to 30 Sep 2018

in EUR’000 9M/ 2018

Operating Activities Consolidated profit for the period 824.2 +/- Interest expenses / income 1,044.4

+ Income tax payment 8.9 +/- Depreciation / appreciation of fixed assets 3,774.6

+ Amortisation of intangible assets 1,572.7

+/- Decrease / increase in inventories – +/- Decrease / increase in trade receivables 1,535.1 +/- Increase / decrease in trade payables 3,097.3 +/- Other non cash changes (Foreign currency translation) –Cash Flow from operations 11,857.2 Investing Activities - Development expenditure (FPU) -5,890.2 +/- Addition of PPE -0.9Cash Flow from investing activities -5,891.1 Financing Activities -/+ Changes due to change in scope of consolidation 0.0 - Repayment of term loan -3,429.8 -/+ Interest expenses / income -1,044.4Cash Flow from financing activities -4,474.2 Net increase / decrease in cash and cash equivalents 1,491.9 + Cash and cash equivalents at the beginning of the period 448.9Cash and cash equivalents at the end of the period 1,980.8

DE RAJ GROUP AG 7

// CASH FLOW STATEMENT Q3/9M/2018

Page 8: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Consolidated Balance Sheet in accordance to IFRS as of 30 Sep 2018

in EUR’000 2018/09/30 2017/12/31

Non-Current Assets Patents 18,741.9 20,174.0 Property, plant and equipment 110,304.1 117,790.5 Development expenditure (FPU) 5,890.2 –Non-Current Assets, total 134,936.2 137,964.5

Current Assets

Inventories 1,887.6 0.0 Trade receivables 11,090.0 3,500.0 Other receivables 1,044.9 716.4 Amount due from related parties 978.3 6,153.2 Cash and bank balances 1,980.8 488.9Current assets, total 16,981.6 10,858.5

151,917.8 148,823.0

Assets

in EUR’000 2018/09/30 2017/12/31

Shareholders’ Equity Share Capital 35,000.0 35,000.0 Capital reserve 93,988.9 93,938.1 Rertained earnings 2,656.4 1,874.9

Reserve from Reverse Acquisition -13,824.8 -13,824.8

Reserve from Currency Translation 576.9 -1,966.4

Non-controlling interests 4,457.9 4,415.1Equity, total 122,855.3 119,436.9

Non-Current liabilitiesLong-term loan 20,313.2 18,406.6Deferred taxation -75.5 –Non-Current liabilities, total 20,237.7 18,406.6

Curent liabilities Trade payables 6,469.0 678.1 Other payables and accruals 1,500.4 1,103.1 Provisions 252.8 – Amount due to related parties 662.6 3,861.9 Amount due to Directors 0.0 0.0 Short-term loan 0.0 5,336.4 Current tax liabilities -60.0 0.0Current liabilities, total 8,824.8 10,979.5Liabilities, total 29,062.5 29,386.1

151,917.8 148,823.0

Shareholders’ Equity and Liabilities

DE RAJ GROUP AG8

// BALANCE SHEET

Page 9: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

De Raj Group AG Consolidated statement of changes in equity as of 30 Sep 2018

in EUR’000Share

capitalCapital reserve

Net Income

Reserve from Reverse

AcquisitionCurrency

reserveMinority interests Total

Balance at January 1, 2017 2,846.0 0.0 4,121.0 0.0 206.4 0.0 18,951.9Profit for the period 0.0 0.0 1,874.9 0.0 0.0 169.1 2,044.1Other comprehensive income 0.0 0.0 0,0 0.0 -2,172.8 0.0 -2,172.8Comprehensive income 0.0 0.0 1,874.9 0.0 -2,172.8 169.1 -128.7

Transactions with shareholders 0.0 4,327.9 0.0 0.0 0.0 0.0 4,327.9Other changes 0.0 0.0 -4,121.0 0.0 0.0 4,246.0 4,246.0Capital increase 32,154.0 89,610.2 0.0 -13,824.8 0.0 0.00 92,039.8Balance at December 31, 2017 35,000.0 93,938.1 1,874.9 -13,824.8 -1,966.4 4,415.1 119,436.9

Balance at January 1, 2018 35,000,0 93,938.1 1,874.9 13,824.8 -1,966.4 4,415.1 119,436.9Profit for the period – – 781.5 – – 42.7 824.2Other comprehensive income – – – – 2,543.3 – 2,543.3Comprehensive income – – 781.5 – 2,543.3 42.7 3,367.5

Other Transactions with shareholders – 50.8 – – – – 50.8Capital increase – – – – – – –Balance at September 30, 2018 35,000.0 93,988.9 2,656.4 -13,824.8 576.9 4,457.9 122,853.3

DE RAJ GROUP AG 9

// STATEMENT OF CHANGES IN EQUITY

Page 10: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Interim Results of Operations Q3/9M 2018

The order book for the Group in the third quarter has not changed much since the last Q2 report, which is a total order book value (order backlog) of USD 401.5 million (FPU USD 386.3 million + BOSS 1 USD 15.2 million) for the two current contracts in the Oil & Gas Division – that is the new FPU contract and the ongoing BOSS 1 MOPU contract.

The third quarter has been one of consolidation of the ongoing projects and business. The Group has com-pleted the divestment of the thirteen Combined Heat and Power (CHP) plants in Germany since their returns are below company expectations. The 13 CHP power plants under Gaea Power GmbH has been successfully divested at a sale value of EUR 3.6 million (net) as announced on 27th August 2018. In place of these CHP plants business, the Group is pursuing the busi-ness model of long-term leasing of power plant equip-ment, including main equipment for green initiative pro-jects with clean energy source via our German entities that can provide better returns.

Our Intellectual Property patent infringement case in the Oil & Gas sector reported last quarter has moved ahead with an application to the High Court for release of pertinent information and documents (“discovery pro-cess”) from the defendant, Petrofac. This will be a key step in the accounts of profits that the court will con-sider in the award of compensation/damages to De Raj Group. As reported earlier, our statement of claim has USD 40 million as damages for the infringement. At the same time, we have initiated legal action to safeguard our IP rights with the client that engaged Petrofac, Malaysian National Oil Company, Petronas, which has been using our patent infringed product since 2012.

The operational performance of the current contract of four years, the BOSS 1 MOPU for client Pertamina of Indonesia has continued its outstanding performance without any breakdowns and loss of revenue in Q3.

The MOPU has maintained the operational KPI of Up-time at above 99% and the client has viewed the posi-tive outcome of the recent underwater inspection of the MOPU very favourably. This allows the MOPU to stay at location for another few years. The opportunity to extend the MOPU at location with the client at the end of the current contract in September 2019 is very promis-ing. The monthly payments of the charter by the client has been also proper without any delay.

De Raj Group’s total personnel of 72 employees as of 30 September 2018 were split into 33 employees based in Indonesia for the BOSS 1 project and 39 employees based in Malaysia, 23 of which are engineers (21 are linked to the new FPU project and 2 are working on the BOSS 1 project), 9 represent Management functions (2 of which are engineers) and 7 are finance / adminis-tration and other functions.

Significant events occurring after the end of the period under review

For the period from 1 October 2018 to the time of this reporting (November 2018), which is about two months, there has been no change to the current order book.

In this period, there has been a lot of focus on fund raising for the implementation of the FPU contract and also potential contracts for flare gas recovery and power plants. The strategy to raise capital via an IPO at the Frankfurt stock exchange has been explored aggres-sively with our consultant partners in Germany and this option is still being considered for 2019, however later than the last reported Q1 2019 period. Private equity placement companies, with European and Russian in-vestors within their network, have also shown interest to invest in the company and have been aggressively conducting due diligence on the business and the pro-jects. They view the German and Vienna listing of our Group as very positive for placement of shares with the capital increase exercise, which they are able to facilitate.

Business development has also been pursued aggres-sively with prospects of new MOPU jobs in Indonesia for existing clients, Pertamina and HCML, where require-

DE RAJ GROUP AG10

// INTERIM RESULTS OF OPERATIONS Q3/9M/ 2018

Page 11: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

ments are at the early stages of discussion. In addition, we participated in an Expression of Interest (EOI) for a MOPU requirement from India’s ONGC on their B 127 platform at Western Offshore India. In addition, another key activity during this period has been the continued project implementation of the FPU contract, where there has been series of discussions and negotiations with the client HCML on contractual amendments that can better facilitate the funding effort for the project. We have been challenged with securing project funding given the continued conservative stance of funders towards Oil & Gas projects and have received positive response from the client to review some of the contractual provisions in this regard. Business outlook to the current quarter Q4/2018 and expectations for the full year 2018

Despite the recent drop in oil prices, we see that the major Oil & Gas producing countries that we are focussed on like Indonesia, India and lately Qatar are moving ahead their projects as quickly as possible. The oil price volatility is well understood in the industry and pundits feel that this drop is a blip and will be managed by production cuts by OPEC and Russia to strengthen the prices to around the USD 70 per barrel mark. We therefore do not see a slowing down of projects and this is very positive for our business, which is energy centred.

The Oil & Gas Division for the rest of the year will continue with the current FPU project implementation, focussing on the contractual amendments that will assist with project funding for the project. In addition, the ongoing BOSS 1 MOPU contract operations will continue with focus on maintaining the outstanding Uptime KPI of 99 % and above. The business development effort for this division will focus on new MOPU jobs in Indonesia and India.

On the Power Generation & Green Initiatives Division, we will continue with our strategic focus on the German power business providing strategic power equipment on long-term lease to the German market and abroad, especially Middle East. Here, the focus on Qatar will remain. This continues to provide a market with unique

opportunities and provides partnership opportunities to implement projects in the region.

The focus on green initiative projects will continue for the rest of the year. These projects as noted before have the potential to be big revenue earners. The funding effort for such projects will also continue with parties who are open to these projects. As for the LED lights green projects in Malaysia, these as reported earlier are still being re-visited by the new Government and we are still keeping them under “WATCH”.

DE RAJ GROUP AG 11

Page 12: DE RAJ GROUP AG · The Oil & Gas division of the Group provides specialist services supported by IP patents for the full spectrum of the upstream Oil & Gas supply chain, par-ticularly

Contact

GERMANYChristophstrasse 15 – 17D-50670 CologneTel +49 221 299 85 07Fax +49 221 299 85 08www.thederajgroup.com

INVESTOR RELATIONSJoerg Peters Frankfurter Landstr. 2  – 4D-61440 OberurselTel +49 6171 919 24 [email protected]

November 26 Nine-month interim statement 2018

April 30 Consolidated Financial Statements FY 2018

May 28 Three-month interim statement 2019

May 28 Corporate Governance Declaration 2019

July 09 Record Date for AGM and dividend

July 30 Annual General Meeting / Cologne

August 02 Ex-dividend day / Dividend payment (dependent on AGM)

August 28 Six-month interim statement 2019

October 25 Financial Calendar 2020

November 25 Nine-month interim statement 2019

Financial Calendar 2018/2019

DE RAJ GROUP AG