SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of July, 2010
Commission File Number: 000-21742
Acergy S.A.
(Translation of registrants name into English)
200 Hammersmith Road
London, W6 7DL
England
(Address of principal executive offices)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F
X
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark
whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No
X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82-
Attached herewith as Exhibit 99.1 is a press release, dated July 14, 2010, whereby
Acergy S.A. (the Company) announced results for the second quarter which ended on May 31, 2010.
Highlights
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Revenue from continuing operations was $581 million (Q2 2009: $526 million)
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Income from continuing operations was $63 million (Q2 2009: $76 million)
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Strong cash and cash equivalents position of $631 million (February 28, 2010: $667 million)
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Awarded $120 million Conventional contract, offshore Nigeria
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As part of our ongoing fleet development programme, Acergy acquired two vessels post quarter end; the
Polar Queen
and the
Antares
, a
shallow water barge for the West African Conventional market
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Post quarter end, on June 21, 2010 the Boards of Directors of Acergy S.A. and Subsea 7 Inc. announced that they had agreed to combine the two
companies
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Financial Summary
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Three Months Ended
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Six Months Ended
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In $ millions, except share and per share data
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May.31.10
Unaudited
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May.31.09
Unaudited
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May.31.10
Unaudited
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May.31.09
Unaudited
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Revenue from continuing operations
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580.9
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525.5
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1,156.7
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1,028.6
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Gross profit
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162.9
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127.6
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309.9
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242.4
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Net operating income from continuing operations
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93.7
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81.0
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194.5
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152.3
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Income before taxes from continuing operations
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94.8
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85.2
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170.8
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146.7
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Taxation
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(32.0
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)
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(9.2
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)
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(55.4
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)
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(31.6
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)
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Income from continuing operations
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62.8
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76.0
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115.4
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115.1
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Net income from discontinued operations
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4.5
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0.9
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9.5
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2.8
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Net income - total operations
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67.3
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76.9
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124.9
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117.9
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Per share data (diluted)
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Earnings per share - continuing operations
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0.25
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0.40
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0.50
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0.60
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Earnings per share - discontinued operations
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0.02
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0.01
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0.05
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0.01
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Earnings per share - total operations
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0.28
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0.41
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0.54
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0.61
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Weighted average number of common shares and common share equivalents outstanding (m)
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206.6
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205.6
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206.5
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183.5
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Operating Review
Second Quarter
Territory 1:
Acergy Northern Europe and Canada
Revenue from continuing operations for the second quarter was $121.1 million
(Q2 2009: $130.6 million) reflecting the ongoing challenging market environment and fewer projects in installation phase, partly offset by good operational progress on a number of projects including the DSVi frame agreement, DONG Trym, BP Skarv and
Deep Panuke. Net operating loss from continuing operations for the quarter was $5.0 million (Q2 2009: net operating loss of $4.5 million) reflecting lower activity levels due to prevailing market conditions, lower vessel utilisation and the
rescheduling of certain vessels for upcoming offshore operations. These factors were partially offset by the recognition of variation orders. Commercial negotiations on the Marathon Volund Project continue.
Acergy Asia and Middle East
Revenue from continuing operations for the second quarter was $81.3 million (Q2 2009: $53.7 million)
reflecting good progress on the Pluto Project. Net operating income from continuing operations for the quarter was $41.3 million (Q2 2009: $14.9 million) reflecting the successful completion of offshore operations on the Pluto and Pyrenees Projects,
partially offset by foreign exchange fluctuations.
Territory 2:
Acergy Africa and Mediterranean
Revenue from continuing operations for the second quarter was $316.1 million (Q2 2009: $207.9
million) reflecting continued good operational progress on a number of major projects: Angola LNG, EPC4A, Block 15 and PazFlor, and a good contribution from Sonamet, which remained fully consolidated during the quarter although is classified as an
asset held for sale. Net operating income from continuing operations for the quarter was $83.1 million (Q2 2009: $41.1 million) due to good operational performance across the project portfolio, including Block 15, EPC4A, Angola LNG, PazFlor and
Sonamet.
Acergy North America and Mexico
Revenue from continuing operations for the second quarter was $0.4 million (Q2
2009: $29.2 million). Net operating loss from continuing operations for the quarter was $5.2 million (Q2 2009: net operating income of $8.1 million) as a result of the segments operating cost base which was not covered by project activity.
Acergy South America
Revenue from continuing operations for the second quarter was $60.3 million (Q2 2009: $100.7
million) reflecting lower activity levels due to the completion of the Frade SURF Project. This was partly offset by the four ships on long-term service agreements to Petrobras, which achieved full utilisation during the quarter outside of planned
dry-dock and the contribution from the Roncador Manifold Project. Net operating income from continuing operations for the quarter was $3.5 million (Q2 2009: $10.3 million) reflecting lower activity levels partly offset by strong performance from
Acergy Condor
,
Pertinacia
and
Polar Queen
.
Acergy Corporate:
Revenue from continuing operations for the second quarter was $1.7 million (Q2 2009: $3.4 million). Net operating loss from continuing operations for the
quarter was $24.0 million (Q2 2009: net operating income of $11.1 million) primarily due to the lower utilisation of corporate vessels, including
Acergy Eagle
and
Acergy Falcon
and reflects the transfer of the
Polar Queen
from
the Acergy Corporate segment to Acergy South America. Professional fees arising from the proposed combination, foreign exchange losses and ongoing legal restructuring and organisational optimisation were partially offset by positive contributions
from the SHL and NKT Flexibles joint ventures.
Discontinued operations
Net income from discontinued operations for the second quarter was $4.5 million (Q2 2009: $0.9 million) due to the positive contribution from the Mexilhao
Trunkline Project.
Asset Development
The Sonamet joint venture remained fully consolidated as at May 31, 2010 although it continues to be classified as Assets held for sale.
After the completion of the sale and transfer of shares the business will be deconsolidated from Acergys financials and its future results will be reported as share of results of associates and joint ventures.
As part of the ongoing fleet development programme, Acergy has acquired two vessels, post quarter end.
Firstly, the acquisition of
Antares
, a new shallow water barge for the Conventional market for pipelay and hook-up projects in West Africa. Secondly, the acquisition of
Polar
Queen, a flexible pipelay and subsea construction ship which
joined the fleet in 2006 on long-term charter, and which is currently on a long-term service agreement with Petrobras in Brazil.
Toisa
Proteus
was returned to her owner following the successful completion of offshore operations on the Pluto Project.
Financial Review
Second Quarter
Revenue from continuing operations for the second quarter was $581 million (Q2 2009: $526 million) primarily reflecting good activity levels in West
Africa and Asia Pacific, which were partially offset by lower activity levels in the North Sea, Brazil and Gulf of Mexico.
Gross profit was
$163 million (Q2 2009: $128 million) due to higher activity levels and a strong operating performance driven by good project execution, particularly in West Africa and Asia Pacific.
Administrative expenses were $74 million (Q2 2009: $55 million) due to the effect of foreign currency translation, higher professional fees arising from
the proposed combination with Subsea 7 Inc., ongoing legal restructuring and organisational optimisation and higher tendering costs.
Acergys share of results of associates and joint ventures was $4 million (Q2 2009: $9 million) reflecting a positive consolidated contribution from
NKT Flexibles, Seaway Heavy Lifting and SapuraAcergy.
Other gains and losses was a gain of $5 million (Q2 2009: $8 million) primarily
reflecting the effect of foreign exchange translation on short-term Euro inter-company and cash balances and realised hedging losses arising from the weakened Euro in the quarter.
Income before taxes from continuing operations for the second quarter was $95 million (Q2 2009: $85 million) primarily reflecting a strong operational
performance across the project portfolio. This was partly offset by lower activity levels in the North Sea, Brazil and Gulf of Mexico, lower vessel utilisation, and higher administrative expenses.
Taxation for the quarter was $32 million (Q2 2009: $9 million) resulting in an effective tax rate for the quarter of 34% (Q2 2009: 11%) reflecting the
current geographical portfolio mix of our business. The effective tax rate for Q2 2009 reflects the release of certain provisions following the resolution of a number of audits during that quarter.
Income from continuing operations for the second quarter was $63 million (Q2 2009: $76 million). Net income from total operations for the second quarter
was $67 million (Q2 2009: $77 million).
The cash and cash equivalents position at the quarter end was $631 million (February 28 2010: $667
million) reflecting working capital outflows and the capital expenditure on
Acergy Borealis
, which will be funded entirely from the Companys existing cash resources. Deferred revenue at the quarter end stood at $227 million (February
28, 2010: $232 million).
At May 31, 2010, Acergy S.A. held directly 10,537,524 treasury shares representing 5.41% of the total number of
issued shares, as well as indirectly holding 879,121 treasury shares, representing 0.45% of the total number of issued shares, of which 573,000 are held in an employee benefit trust to support the 2009 Long-Term Incentive Plan. Total shares in issue
were 194,953,972, including treasury shares.
Backlog
Backlog for continuing operations as at May 31, 2010 was approximately $2.3 billion, of which approximately $0.9 billion is expected to be executed
in the fiscal year 2010. This figure does not include backlog related to associates and joint ventures.
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In $ millions as at:
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May.31.10
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Feb.28.10
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May.31.09
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Backlog
(1)
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2,251
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2,469
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2,415
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Pre-Backlog
(2)
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205
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309
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99
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(1)
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Backlog excludes amounts related to discontinued operations as of May.31.10: $15 million, Feb.28.09: $25 million, May.31.09: $77 million
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(2)
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Pre-backlog reflects the stated value of letters of intent and the expected value of escalations on frame agreements
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Trading Outlook
The more stable oil
price and strong tendering continues to underpin confidence in our business. However, for shorter-term work, particularly in the North Sea, the pricing environment remains competitive, and is likely to continue to impact margins in 2011.
Activity in the Conventional market in West Africa is expected to remain strong in the short and medium-term. A number of the major SURF contracts,
delayed during 2009, are still expected to come to market award in the second half of 2010. The offshore installation phase of these new SURF projects will commence beyond 2011.
We believe the trend will be for SURF projects to continue to increase in size and complexity which will contribute to substantial industry growth in the
medium-term. We are well placed to combine our competitive strengths of high calibre engineering and project management skills with our high quality assets to capture these growth opportunities.
ACERGY S.A. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
(In $ millions, except share and per share data)
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Three Months Ended
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Six Months Ended
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May.31.10
Unaudited
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May.31.09
Unaudited
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May.31.10
Unaudited
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May.31.09
Unaudited
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Revenue from continuing operations
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580.9
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525.5
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1,156.7
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1,028.6
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Operating expenses
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(418.0
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)
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(397.9
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)
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(846.8
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)
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(786.2
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)
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Gross profit
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162.9
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127.6
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309.9
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242.4
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Administrative expenses
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(73.8
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)
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(55.2
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)
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(137.6
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)
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(108.5
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)
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Net other operating income
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0.3
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0.2
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0.1
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Share of results of associates and joint ventures
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4.3
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8.6
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22.0
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18.3
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Net operating income from continuing operations
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93.7
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81.0
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194.5
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152.3
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Investment income
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1.7
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1.6
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4.1
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3.4
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Other gains and losses
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4.7
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7.9
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(14.9
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)
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6.0
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Finance costs
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(5.3
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)
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(5.3
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)
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(12.9
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)
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(15.0
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Income before taxes from continuing operations
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94.8
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85.2
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|
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170.8
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146.7
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Taxation
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(32.0
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)
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|
(9.2
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)
|
|
(55.4
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)
|
|
(31.6
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)
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Income from continuing operations
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62.8
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|
76.0
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|
|
115.4
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115.1
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Net income from discontinued operations
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4.5
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0.9
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|
9.5
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2.8
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|
|
|
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|
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Net income
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67.3
|
|
|
76.9
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|
|
124.9
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|
|
117.9
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Net income attributable to:
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Equity holders of parent
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54.0
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75.4
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101.5
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112.7
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Non controlling interest
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13.3
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|
1.5
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23.4
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|
5.2
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|
|
|
|
|
|
|
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Net income
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67.3
|
|
|
76.9
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|
|
124.9
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|
|
117.9
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PER SHARE DATA
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Earnings per share
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Basic
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|
|
|
|
|
|
|
|
|
|
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Continuing operations
|
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0.27
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|
0.40
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|
|
0.50
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|
0.60
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Discontinued operations
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0.02
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|
|
0.01
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|
|
0.05
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|
0.02
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|
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|
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Net earnings
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0.29
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|
|
0.41
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|
|
0.55
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|
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0.62
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|
|
|
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|
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Diluted
|
|
|
|
|
|
|
|
|
|
|
|
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Continuing operations
|
|
0.25
|
|
|
0.40
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|
|
0.50
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|
0.60
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Discontinued operations
|
|
0.02
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|
|
0.01
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|
|
0.05
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|
|
0.01
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|
|
|
|
|
|
|
|
|
|
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Net earnings
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0.28
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|
|
0.41
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|
|
0.54
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0.61
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Weighted average number of common shares and common share equivalents outstanding (m)
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Basic
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183.5
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182.9
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183.4
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182.9
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Diluted
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|
206.6
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|
205.6
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|
|
206.5
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|
|
183.5
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|
|
|
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SELECTED INFORMATION - CONTINUING OPERATIONS
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|
|
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|
|
|
|
|
|
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Cash outflows for capital expenditures
|
|
34.2
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|
|
46.3
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|
|
186.0
|
|
|
102.8
|
|
Depreciation and amortisation
|
|
27.7
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|
|
32.2
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|
|
58.3
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|
|
62.7
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Impairment
|
|
|
|
|
|
|
|
3.8
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|
|
|
|
ACERGY S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In $ millions)
|
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|
|
|
|
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|
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As at
May.31.10
|
|
|
As at
Nov.30.09
|
|
|
As at
May.31.09
|
|
|
|
Unaudited
|
|
|
Audited
(1)
|
|
|
Unaudited
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
11.8
|
|
|
9.4
|
|
|
0.6
|
|
Property, plant and equipment
|
|
1,017.5
|
|
|
821.8
|
|
|
850.2
|
|
Interest in associates and joint ventures
|
|
181.8
|
|
|
190.3
|
|
|
164.1
|
|
Advances and receivables and other non-current assets
|
|
55.8
|
|
|
49.3
|
|
|
38.1
|
|
Deferred tax assets
|
|
16.9
|
|
|
19.3
|
|
|
39.8
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
1,283.8
|
|
|
1,090.1
|
|
|
1,092.8
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
21.9
|
|
|
22.4
|
|
|
22.3
|
|
Trade and other receivables
|
|
294.0
|
|
|
297.9
|
|
|
319.9
|
|
Other current assets
|
|
54.9
|
|
|
38.7
|
|
|
31.5
|
|
Assets held for sale
|
|
242.2
|
|
|
263.6
|
|
|
240.3
|
|
Other accrued income and prepaid expenses
|
|
226.8
|
|
|
212.8
|
|
|
197.6
|
|
Cash and cash
equivalents
(2)
|
|
631.2
|
|
|
907.6
|
|
|
695.8
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
1,471.0
|
|
|
1,743.0
|
|
|
1,507.4
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
2,754.8
|
|
|
2,833.1
|
|
|
2,600.2
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
Capital and reserves attributable to equity holders
|
|
|
|
|
|
|
|
|
|
Issued share capital
|
|
389.9
|
|
|
389.9
|
|
|
389.9
|
|
Own shares
|
|
(216.8
|
)
|
|
(222.6
|
)
|
|
(228.0
|
)
|
Paid in surplus
|
|
504.8
|
|
|
503.9
|
|
|
502.5
|
|
Equity reserve
|
|
110.7
|
|
|
110.7
|
|
|
110.7
|
|
Translation reserve
|
|
(115.8
|
)
|
|
(12.0
|
)
|
|
(46.1
|
)
|
Other reserves
|
|
(101.7
|
)
|
|
(60.1
|
)
|
|
(50.9
|
)
|
Retained earnings
|
|
413.9
|
|
|
358.2
|
|
|
229.9
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the parent
|
|
985.0
|
|
|
1,068.0
|
|
|
908.0
|
|
Non controlling interest
|
|
30.7
|
|
|
31.2
|
|
|
14.8
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
1,015.7
|
|
|
1,099.2
|
|
|
922.8
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
Non-current portion of borrowings
|
|
425.2
|
|
|
415.8
|
|
|
406.5
|
|
Retirement benefit obligation
|
|
22.2
|
|
|
27.2
|
|
|
23.3
|
|
Deferred tax liabilities
|
|
49.9
|
|
|
49.9
|
|
|
56.1
|
|
Other non-current liabilities
|
|
38.7
|
|
|
19.8
|
|
|
31.0
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
536.0
|
|
|
512.7
|
|
|
516.9
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
581.3
|
|
|
624.1
|
|
|
550.3
|
|
Current tax liabilities
|
|
108.3
|
|
|
97.9
|
|
|
96.6
|
|
Current portion of borrowings
|
|
|
|
|
|
|
|
4.0
|
|
Liabilities directly associated with assets held for sale
|
|
159.7
|
|
|
174.9
|
|
|
189.9
|
|
Other current liabilities
|
|
126.5
|
|
|
44.5
|
|
|
56.0
|
|
Deferred revenue
|
|
227.3
|
|
|
279.8
|
|
|
263.7
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
1,203.1
|
|
|
1,221.2
|
|
|
1,160.5
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
1,739.1
|
|
|
1,733.9
|
|
|
1,677.4
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
2,754.8
|
|
|
2,833.1
|
|
|
2,600.2
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These figures have been extracted from the Audited Consolidated Financial Statements for 2009.
|
(2)
|
As at May 31, 2010 cash balances of $631.2 million exclude $86.8 million relating to Sonamet which as at this date is classified as an asset held
for sale.
|
ACERGY S.A. AND SUBSIDIARIES
STATEMENT OF MOVEMENT OF RETAINED EARNINGS
FOR SIX MONTHS ENDED MAY 31, 2010
(In $ millions)
|
|
|
|
Balance, November 30, 2009
|
|
358.2
|
|
Net income attributable to equity holders of parent for six months ended May 31, 2010
|
|
101.5
|
|
Dividend declared
|
|
(42.2
|
)
|
Loss on sale of own shares
|
|
(3.6
|
)
|
|
|
|
|
Balance, May 31, 2010
|
|
413.9
|
|
|
|
|
|
ACERGY S.A. AND SUBSIDIARIES
EARNINGS PER SHARE CALCULATION
(In $ millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
May.31.10
|
|
|
May.31.09
|
|
|
May.31.10
|
|
|
May.31.09
|
|
Net income attributable to equity holders
|
|
|
54.0
|
|
|
|
75.4
|
|
|
|
101.5
|
|
|
|
112.7
|
|
Income from discontinued operations
|
|
|
(4.5
|
)
|
|
|
(0.9
|
)
|
|
|
(9.5
|
)
|
|
|
(2.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations
|
|
|
49.5
|
|
|
|
74.5
|
|
|
|
92.0
|
|
|
|
109.9
|
|
Interest expense on convertible note
|
|
|
3.0
|
|
|
|
7.3
|
|
|
|
10.6
|
|
|
|
14.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income from continuing operations including convertible note
|
|
|
52.5
|
|
|
|
81.8
|
|
|
|
102.6
|
|
|
|
124.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic number of shares
|
|
|
183,463,773
|
|
|
|
182,868,471
|
|
|
|
183,369,857
|
|
|
|
182,854,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted number of shares
|
|
|
184,572,388
|
|
|
|
183,604,380
|
|
|
|
184,501,244
|
|
|
|
183,516,794
|
|
Convertible note dilutive effect
|
|
|
22,016,733
|
|
|
|
22,016,733
|
|
|
|
22,016,733
|
|
|
|
22,016,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total diluted number of shares
|
|
|
206,589,121
|
|
|
|
205,621,113
|
|
|
|
206,517,977
|
|
|
|
205,533,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.27
|
|
|
$
|
0.40
|
|
|
$
|
0.50
|
|
|
$
|
0.60
|
|
Discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
0.29
|
|
|
$
|
0.41
|
|
|
$
|
0.55
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED excluding convertible note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.27
|
|
|
$
|
0.40
|
|
|
$
|
0.50
|
|
|
$
|
0.60
|
|
Discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
0.29
|
|
|
$
|
0.41
|
|
|
$
|
0.55
|
|
|
$
|
0.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED including convertible note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.40
|
|
|
$
|
0.50
|
|
|
$
|
0.61
|
|
Discontinued operations
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
0.28
|
|
|
$
|
0.41
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended May 31, 2010 the effect of inclusion of the convertible loan note is to decrease the diluted EPS from $0.29 to $0.28.
This is said to be dilutive and is therefore included in the calculation.
|
|
|
For the six months ended May 31, 2010 the effect of inclusion of the convertible loan note is to decrease the diluted EPS from $0.55 to $0.54.
This is said to be dilutive and is therefore included in the calculation.
|
ACERGY S.A. AND SUBSIDIARIES
SEGMENTAL ANALYSIS
(In $ millions)
The Group has
six reportable segments based on the geographic distribution of its activities as follows: Acergy Northern Europe and Canada (NEC) includes all activities in Northern Europe and Eastern Canada; Acergy Asia and Middle East (AME) includes all
activities in Asia Pacific, India and the Middle East and including the SapuraAcergy joint venture, Acergy Africa and Mediterranean (AFMED) covers activities in Africa and the Mediterranean; Acergy North America and Mexico (NAMEX) includes all
activities in the United States, Mexico, Central America and Western Canada; Acergy South America (SAM) incorporates activities in South America and the islands of the southern Atlantic Ocean, Acergy Corporate (Corporate) includes all activities
that serve more than one region. These include the activities of the SHL and NKT joint ventures. Also included are assets which have global mobility including construction and flowline support ships, ROVs and other mobile assets that are not
attributed to any one segment; management of offshore personnel; captive insurance activities; Management and corporate services provided for the benefit of all of the Groups businesses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
May 31, 2010
(In $ millions)
|
|
Territory 1
|
|
Territory 2
|
|
Acergy
Corporate
|
|
|
Total
Continuing
operations
|
|
|
Acergy
NEC
|
|
|
Acergy
AME
|
|
Acergy
AFMED
|
|
Acergy
NAMEX
|
|
|
Acergy
SAM
|
|
|
Revenue
(1)
|
|
121.1
|
|
|
81.3
|
|
316.1
|
|
0.4
|
|
|
60.3
|
|
1.7
|
|
|
580.9
|
|
Net operating (loss) / income
|
|
(5.0
|
)
|
|
41.3
|
|
83.1
|
|
(5.2
|
)
|
|
3.5
|
|
(24.0
|
)
|
|
93.7
|
|
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7
|
|
Other gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before taxation from continuing operations
|
|
|
94.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
May 31, 2009
(In $ millions)
|
|
Territory 1
|
|
Territory 2
|
|
Acergy
Corporate
|
|
|
Total
Continuing
operations
|
|
|
Acergy
NEC
|
|
|
Acergy
AME
|
|
Acergy
AFMED
|
|
Acergy
NAMEX
|
|
|
Acergy
SAM
|
|
|
Revenue
(1)
|
|
130.6
|
|
|
53.7
|
|
207.9
|
|
29.2
|
|
|
100.7
|
|
3.4
|
|
|
525.5
|
|
Net operating (loss) / income
|
|
(4.5
|
)
|
|
14.9
|
|
41.1
|
|
8.1
|
|
|
10.3
|
|
11.1
|
|
|
81.0
|
|
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
Other gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.9
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before taxation from continuing operations
|
|
|
85.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
May 31, 2010
(In $ millions)
|
|
Territory 1
|
|
Territory 2
|
|
Acergy
Corporate
|
|
|
Total
Continuing
operations
|
|
|
Acergy
NEC
|
|
|
Acergy
AME
|
|
Acergy
AFMED
|
|
Acergy
NAMEX
|
|
|
Acergy
SAM
|
|
|
Revenue
|
|
211.7
|
|
|
168.7
|
|
657.8
|
|
0.9
|
|
|
115.2
|
|
2.4
|
|
|
1,156.7
|
|
Net operating (loss) / income
|
|
(6.4
|
)
|
|
62.0
|
|
174.1
|
|
(8.9
|
)
|
|
8.6
|
|
(34.9
|
)
|
|
194.5
|
|
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Other gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.9
|
)
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before taxation from continuing operations
|
|
|
170.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
May 31, 2009
(In $ millions)
|
|
Territory 1
|
|
Territory 2
|
|
Acergy
Corporate
|
|
|
Total
Continuing
operations
|
|
|
Acergy
NEC
|
|
|
Acergy
AME
|
|
Acergy
AFMED
|
|
Acergy
NAMEX
|
|
|
Acergy
SAM
|
|
|
Revenue
|
|
268.7
|
|
|
100.8
|
|
435.9
|
|
33.5
|
|
|
186.0
|
|
3.7
|
|
|
1,028.6
|
|
Net operating (loss) / income
|
|
(3.0
|
)
|
|
27.5
|
|
78.1
|
|
12.7
|
|
|
17.8
|
|
19.2
|
|
|
152.3
|
|
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Other gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.0
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before taxation from continuing operations
|
|
|
146.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Four clients each individually accounted for more than 10% of the Group's revenue from continuing operations for the three months ended May 31,
2010. The revenue from these clients was $318 million and was attributable to Acergy AFMED, Acergy AME and Acergy NAMEX. Three clients each individually accounted for more than 10% of the Groups revenue from continuing operations for the six
months ended May 31, 2010. The revenue from these clients was $657 million and was attributable to Acergy AFMED, Acergy AME and Acergy NAMEX.
|
|
Highlights
Solid quarterly performance:
Continuing operations:
Revenue of $581 million
Net income of $63 million
Diluted EPS of $0.25
Performance reflects:
Execution of contracts signed prior to 2009 with good profit
margins
Outstanding performance on several major contracts around the
world
Continued strength of Conventional activity in West Africa
The following information, attached herewith as Exhibit 99.2, was used by Acergy
in
connection with the earnings presentation for the second quarter
ended May 31, 2010.
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Medium-term
fundamentals
remain
strong
More stable oil price underpins confidence in our business
SURF market:
Continue to see strong tendering activity worldwide
Expect
some
of
the
delayed
major
SURF
contracts,
particularly
in
West
Africa and Australia, to proceed to market award this year
Given the size and complexity of these new major SURF projects
offshore installation expected to commence beyond 2011
Conventional market in West Africa:
Expected to remain strong in short and medium-term
Acergys
substantial local presence a competitive strength
Expect to see further activity this year
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Short-term:
limited
visibility
in
the
North
Sea
and
Gulf of Mexico
North Sea:
Visibility activity remains somewhat limited
Significant increase in tendering in H1 2010
Projects slow to come to award
Pricing environment for shorter-term work remains very competitive
Project awards expected to create margin headwind for 2010 and 2011
Gulf of Mexico:
Tragic events raised questions in Industry
Anticipate that deepwater projects due to come to market award over
next 12 months likely to be delayed until 2011 or possibly later
Acergy has very limited exposure to Gulf of Mexico
Do not anticipate direct impact on financial performance in short or
medium-term
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Confident in the
future
Continue to perform strongly and to deliver excellent execution for
our clients
Order in take in the quarter relatively low, resulting in backlog falling
to $2.3 billion, excluding joint ventures
Remain comfortable with the projects in the pipeline which should be
awarded to the industry in remaining part of 2010, both in SURF and
Conventional
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Well
positioned
to
capture
opportunities
Continued, focused investment in people and assets
Confidence in the future demonstrated by ongoing fleet
development:
Good progress continues on
Acergy Borealis
; work proceeding to plan;
continue to discuss potential projects with clients
Post quarter end captured two investment opportunities:
Post quarter end, acquisition of
Antares
, new shallow water barge for use
in the Conventional market for pipelay and hook-up projects in West
Africa. Following modifications, expected to commence work on the Oso
contract, offshore Nigeria
Post quarter end, acquisition of
Polar Queen
, joined fleet in 2006 on long-
term charter. Following significant upgrade and customisation, she is one
of the most advanced flexible pipelay and subsea construction vessels
operating today
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Summary
Remain confident in our performance and in the future
Guidance for fiscal year 2010 reiterated
For continuing operations:
Revenue in line with 2009
Clear and focused strategy
growth expected to be driven by global
SURF market, driven by increasingly large and complex projects,
while Conventional market in West Africa remains strong
Well placed to combine our competitive strengths of high calibre
engineering and project management skills, together with our high
quality assets to capture future growth opportunities
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Three-Months Ended
Six-Months Ended
In $ millions, except share and per share data
May 31,
2010
Unaudited
May 31,
2009
Unaudited
May 31,
2010
Unaudited
May 31,
2009
Unaudited
Continuing
operations:
Revenue
580.9
525.5
1,156.7
1,028.6
Gross profit
162.9
127.6
309.9
242.4
Net operating income
93.7
81.0
194.5
152.3
Taxation
(32.0)
(9.2)
(55.4)
(31.6)
Income continuing operations
62.8
76.0
115.4
115.1
Net income discontinued operations
4.5
0.9
9.5
2.8
Net income
67.3
76.9
124.9
117.9
Earnings per share diluted
Continuing operations
0.25
0.40
0.50
0.60
Discontinued operations
0.02
0.01
0.05
0.01
Net earnings
0.28
0.41
0.54
0.61
Weighted average number of common shares and common
share equivalents outstanding - diluted
206.6m
205.6m
206.5m
183.5m
Financial highlights
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(5)
121
(5)
131
Q210
Q209
Regional performance
continuing operations
Territory 1 -
Acergy Northern Europe and Canada
Second Quarter 2010:
As expected, lower activity levels during the quarter in an ongoing challenging market
environment and fewer projects in installation phase
Good
operational
progress
on
the
DSVi
frame
agreement,
DONG
Trym,
BP
Skarv
and
Deep
Panuke
Lower utilisation of regional vessels and rescheduling of certain vessels for upcoming offshore
operations, partially offset by recognition of variation orders
Commercial
negotiations
on
Marathon
Volund
Project
continue
Quarter ended May.31
$m
Revenue
Net operating (loss)
Six months ended May.31
$m
(6)
212
269
Q210
Q209
Revenue
Net operating (loss)
(3)
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Regional
performance
continuing operations
Territory 1 -
Acergy Asia and Middle East
Second Quarter 2010:
Good progress on Pluto and Pyrenees Projects, which both successfully completed offshore
operations
Quarter ended May.31
$m
41
81
15
54
Revenue
Net operating income
Q210
Q209
62
169
28
101
Revenue
Net operating income
Q210
Q209
Six months ended May.31
$m
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Regional
performance
continuing operations
Territory 2 -
Acergy Africa and Mediterranean
Second Quarter 2010:
Continued good operational progress on a number of major projects: Angola LNG, EPC4A,
Block
15,
and
PazFlor
and a good contribution from Sonamet, which remained fully
consolidated during the quarter
Post quarter end, acquisition of
Antares
, a new shallow water barge for the conventional
market for pipelay and hook-up projects in West Africa
Quarter ended May.31
$m
316
83
208
41
Revenue
Net operating income
Q210
Q209
174
658
78
436
Revenue
Net operating income
Q210
Q209
Six months ended May.31
$m
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Regional
performance
continuing operations
Territory 2 -
Acergy North America and Mexico
Second Quarter 2010:
Absence of active projects resulted in the segments operating cost base not being covered
by project activity
Quarter ended May.31
$m
Six months ended May.31
$m
(5)
0.4
8
29
Q210
Q209
(9)
0.9
13
34
Q210
Q209
Revenue
Net operating (loss)
/ income
Revenue
Net operating (loss)
/ income
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Regional
performance
continuing operations
Territory 2 -
Acergy South America
Second Quarter 2010:
Four ships on long-term service arrangements achieved full utilisation, outside of planned
dry-dock
Post quarter end, acquisition of
Polar Queen
, which is currently on long-term service
contract for Petrobras
Quarter ended May.31
$m
4
60
10
101
Revenue
Net operating income
Q210
Q209
9
115
18
186
Revenue
Net operating income
Q210
Q209
Six months ended May.31
$m
Anticipated lower activity levels due to completion in prior periods of the Frade SURF Project
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(24)
2
11
3
Q210
Q209
(35)
2
19
4
Q210
Q209
Regional performance
continuing operations
Corporate
Second Quarter 2010:
Lower
utilisation
of
corporate
vessels,
including
Acergy
Eagle
and
Acergy
Falcon
Higher professional fees arising from the proposed merger and ongoing legal restructuring
and organisational optimisation
Partially offset by positive, albeit lower contributions from SHL and NKT Flexibles
Revenue
Net operating
(loss) / income
Revenue
Net operating
(loss) / income
Quarter ended May.31
$m
Six months ended May.31
$m
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In $ millions
Three-Months Ended
Six-Months Ended
May 31, 2010
Unaudited
May 31, 2010
Unaudited
Net income total operations
67.3
124.9
Depreciation and amortisation and Impairment
Non cash items
Changes in working capital
27.7
(12.9)
(40.2)
62.1
(53.5)
(182.7)
Net cash generated from / used in operating activities
41.9
(49.2)
Capital expenditure
Payment for intangible assets
Proceeds from sale of assets (net of costs of sale)
Advances to associates & JVs
Dividends from associates & JVs
Increase in investment in non-consolidated JVs
(34.2)
(0.9)
0.1
-
14.0
(14.0)
(186.0)
(4.9)
0.9
-
14.0
(14.0)
Net cash used in investing activities
(35.0)
(190.0)
Borrowings
Exercise of share options
Interest paid on convertible loan note
Dividends paid to shareholders
Dividends paid to minority interests
Decrease in bank overdrafts
(2.2)
1.4
(5.6)
-
(9.8)
(4.9)
1.6
2.2
(5.6)
-
(9.8)
-
Net cash generated from financing activities
(21.1)
(11.6)
Effect of exchange rate changes on cash
(22.2)
(42.5)
Change in cash and cash equivalents
(36.4)
(293.3)
Cashflow highlights
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In $ millions as at
May 31,
2010
Unaudited
November
30, 2009
Audited
May 31,
2009
Unaudited
Property, plant and equipment
1,017.5
821.8
850.2
Interest in associates and joint ventures
181.8
190.3
164.1
Trade and other receivables
294.0
297.9
319.9
Assets held for sale
242.2
263.6
240.3
Other accrued income and prepaid expenses
226.8
212.8
197.6
631.2
907.6
695.8
Other assets
161.3
139.1
132.3
Total assets
2,754.8
2,833.1
2,600.2
Total equity
1,015.7
1,099.2
922.8
Non-current portion of borrowings
425.2
415.8
406.5
Trade and other payables
581.3
624.1
550.3
Deferred revenue
227.3
279.8
263.7
Current tax liabilities
108.3
97.9
96.6
Liabilities directly associated with assets held for sale
159.7
174.9
189.9
Other liabilities
237.3
141.4
170.4
Total liabilities
1,739.1
1,733.9
1,677.4
Total equity and liabilities
2,754.8
2,833.1
2,600.2
Balance sheet highlights
(2)
Cash
and
cash
equivalents
(1)
These figures have been extracted from the Audited Consolidated Financial Statements for 2009.
As at May 31, 2010 cash balances of $631.2 million exclude $86.8 million relating to Sonamet
which as at this date is classified as an asset held for sale.
(1)
(2)
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Major project
progression
Continuing Projects >$100m, between 5% and 95% complete as at May 31,
2010
- excl. long-term ship charters
0%
20%
40%
60%
80%
100%
Gumusut (Malaysia)
Deep Panuke (Canada)
Block 17/18 (Angola)
ALNG (Angola)
PazFlor (Angola)
EPC4A (Nigeria)
Moho Bilondo (Congo)
Acergy AFMED
Acergy NEC
SapuraAcergy JV
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Backlog by Service
Capability
SURF
57%
Backlog analysis
continuing operations
Backlog by Award Date
2008
34%
2009
44%
2010
10%
<2007
12%
Backlog by Execution Date
2011
45%
2012+
17%
2010
38%
In $ millions as at:
May.31.10
Feb.28.10
May.31.09
Backlog
(1)
2,251
2,469
2,415
Pre-Backlog
(2)
205
309
99
(1)
Backlog excludes amounts related to discontinued operations as of May.31.10: $15 million,
Feb.28.10: $25 million, May.31.09: $77 million
(2)
Pre-backlog reflects the stated value of letters of intent and the expected value of
escalations on frame agreements
Conventional
39%
IMR/
Survey
4%
Backlog by Segment
AFMED
64%
SAM
19%
NEC
16%
NAMEX
1%
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Segmental analysis
continuing operations
Territory 1
Territory 2
For the three months
ended May 31, 2010
In $ millions
Acergy
NEC
Acergy
AME
Acergy
AFMED
Acergy
NAMEX
Acergy
SAM
Acergy
Corporate
Total
continuing
operations
Revenue
121.1
81.3
316.1
0.4
60.3
1.7
580.9
Net operating (loss) / income
(5.0)
41.3
83.1
(5.2)
3.5
(24.0)
93.7
Investment income
1.7
Other gains and losses
4.7
Finance costs
(5.3)
Net income before taxation from continuing operations
94.8
Territory 1
Territory 2
For the three months
ended May 31, 2009
In $ millions
Acergy
NEC
Acergy
AME
Acergy
AFMED
Acergy
NAMEX
Acergy
SAM
Acergy
Corporate
Total
continuing
operations
Revenue
130.6
53.7
207.9
29.2
100.7
3.4
525.5
Net operating (loss) / income
(4.5)
14.9
41.1
8.1
10.3
11.1
81.0
Investment income
1.6
Other gains and losses
7.9
Finance costs
(5.3)
Net income before taxation from continuing operations
85.2
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Segmental analysis
continuing operations
Territory 1
Territory 2
For the six months
ended May 31, 2010
In $ millions
Acergy
NEC
Acergy
AME
Acergy
AFMED
Acergy
NAMEX
Acergy
SAM
Acergy
Corporate
Total
continuing
operations
Revenue
211.7
168.7
657.8
0.9
115.2
2.4
1,156.7
Net operating (loss) / income
(6.4)
62.0
174.1
(8.9)
8.6
(34.9)
194.5
Investment income
4.1
Other gains and losses
(14.9)
Finance costs
(12.9)
Net income before taxation from continuing operations
170.8
Territory 1
Territory 2
For the six months
ended May 31, 2009
In $ millions
Acergy
NEC
Acergy
AME
Acergy
AFMED
Acergy
NAMEX
Acergy
SAM
Acergy
Corporate
Total
continuing
operations
Revenue
268.7
100.8
435.9
33.5
186.0
3.7
1,028.6
Net operating (loss) / income
(3.0)
27.5
78.1
12.7
17.8
19.2
152.3
Investment income
3.4
Other gains and losses
6.0
Finance costs
(15.0)
Net income before taxation from continuing operations
146.7
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Regional
performance
discontinued operations
Discontinued Operations
Quarter ended May.31
$m
7
2
1
17
Revenue
Net operating income
Q210
Q209
37
13
49
6
Revenue
Net operating income
Q210
Q209
Six months ended May.31
$m
Positive contribution from the Mexilhao Trunkline Project
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The information set forth above shall be deemed to be incorporated by
reference into the prospectuses forming a part of our Registration Statements on Form S-8 (No. 33-85168, No. 333-09292, No. 333-74321, No. 333-124983, No. 333-124997 and No. 333-166574) and our Registration
Statements on Form F-3 and Form F-3/A (No. 333-86288) and to be a part of such prospectuses from the date of the filing thereof. The attached press release and earnings presentation shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
Certain statements set forth above and contained in the press release and earnings
presentation furnished pursuant to this Form 6-K may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
may be identified by the use of words like anticipate, believe, estimate, expect, intend, may, plan, forecast, project, will,
should, seek, and similar expressions. These statements include, but are not limited to, statements as to the approximate value of contract awards, expectations as to the Groups performance in 2010 and beyond, the
expected completion and benefits of the proposed combination with Subsea 7 Inc., the worldwide tendering activity and timing of industry contract awards, the continued commercial negotiations relating to the Marathon Volund Project, the impact of
the sale and deconsolidation of the Sonamet joint venture, the progress and funding of
Acergy Borealis
, expectations regarding
Antares
, expectations regarding our backlog and pre-backlog, statements contained in the Trading
Outlook section, including our visibility for 2010 and 2011, the expected impact of a continued competitive pricing environment, the anticipated activity levels in the Conventional market in West Africa, the activity levels in the North Sea
and Gulf of Mexico, the anticipated impact of the recent events in the Gulf of Mexico, the anticipation that delayed major SURF contracts will come to market and the timing of the offshore installation phase of such projects, the expectation for
SURF contracts to increase in size and complexity in the medium-term and our ability to capture growth opportunities. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following
factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking
statements: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Acergy S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; unanticipated delays, costs and
difficulties related to the combination transaction, including satisfaction of closing conditions; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we
operate; our relationship with significant clients; the outcome of legal and administrative proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion
of ship conversion programs; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue
reliance on the forward-looking statements.
This communication does not constitute an offer to purchase, sell, or exchange or
the solicitation of an offer to sell, purchase, or exchange any securities of Subsea 7 Inc. or Acergy S.A.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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ACERGY S.A.
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Date: July 14, 2010
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By:
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/
S
/ J
EAN
C
AHUZAC
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Name:
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Jean Cahuzac
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
|
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99.1
|
|
Press Release dated July 14, 2010 Announcing Second Quarter Results
|
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99.2
|
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Earnings Presentation for Second Quarter Ended May 31, 2010
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