Income Statement Company

1 JANUARY - 31 DECEMBER (28 MAY - 31 DECEMBER FOR 2013)
     
     
28.05.13-
Amounts in thousand NOK
Note
2014
31.12.13
       
Other operating expenses
(2 528)
(145)
Operating profit (loss)
 
(2 528)
(145)
       
Financial income
23 156
6
Financial expenses
(59 001)
(30 751)
Net financial income (expenses)
 
(35 845)
(30 745)
Profit (loss) before tax
 
(38 374)
(30 890)
Tax expense
-
8 340
Profit (loss) for the period
 
(38 374)
(22 549)
       
Allocation of profit (loss)
     
Transferred to uncovered loss
38 374
22 549
Total allocation
 
38 374
22 549
NOTE 1
ACCOUNTING PRINCIPLES
           
Infratek Group AS’s accounts have been prepared in accordance with Norwegian accounting law and generally accepted accounting principles in Norway (NGAAP).
               
Accrual, classification and valuation principles
             
               
Classification
             
Classification of balance sheet items is defined as follows: All assets related to the business cycle,receivables payable within one year,and assets not intended for permanent ownership or use by the business,are classified as current assets. Other assets are classified as fixed assets. Liabilities with time to maturity exceeding one year after expiration of the accounting year are entered as long-term liabilities. Other liabilities are classified as current liabilities.
               
Valuation principles
             
General
             
Fixed assets are recognized at cost and written down to fair value when an impairment exists and is not expected to be temporary. Fixed assets with limited useful life are depreciated according to a resonable depreciation plan. Current assets are valued at the lower of cost and fair value. Long-term and short-term liabilities are recorded initially at fair value,net of transaction costs. Subsequently,long-term debt is carried at amortised cost.
               
Revenues
             
Revenue is recognized when it is earned,that is,when demand for compensation arises. This occurs when services are provided,along with the work performed. Revenues are accounted for by the value at the transaction date.
               
Assets and liabilities denominated in foreign currencies
             
Monetary items denominated in foreign currencies are translated at balance sheet date.
               
Cash and cash equivalents
             
Cash and cash equivalents for the company consists of cash deposits.
               
Investments in subsidiaries
             
Investments in subsidiaries are valued according to the cost method. Dividends received and other profit disbursements from companies are recognized as financial income if the profit disbursement is retained after Infratek Group AS bought the shares,if not,then profit disbursement is recognized in deduction of costs of subsidiary shares.
               
Tax expense,deferred tax,and deferred tax asset
             
Tax charges are based on ordinary pre-tax profit. Tax expenses in the profit and loss account consist of taxes payable for the period and any change in deferred taxes/deferred tax benefits. Taxes payable are based on taxable profit for the year. Deferred tax recognized in the balance sheet is calculated using the offset method,with full provision for net tax-increasing temporary differences based on the tax rate on the balance sheet date and nominal sizes. Deferred tax benefits recorded in the balance sheet relating to net tax-reducing temporary differences and carry-forward losses are based on the likelihood of sufficient future earnings or ability to benefit from tax positions that can be offset through group contributions.
               
Cash flow statement principles
             
The cash flow statement has been prepared using the indirect method of accounting. The method entails analysis being based on the unit’s profit for the year to be able to present cash flows added from ordinary operations,investment activities,and financing activities.
NOTE 2
PERSONELL AND OTHER OPERATING EXPENSES
     
           
The company had no employees in 2014 and is therefore not liable to have a pension scheme.
           
Infratek Group AS has not paid any remuneration to the Board during 2014 and 2013.
           
Specification of auditor’s fees
         
           
Fees to PwC is comprised as following:
     
           
Amounts in thousand NOK
2014
2013
     
Fee statutory audit
286
45
     
Fee assurance services
124
-
     
Fee tax advisory services
-
-
     
Fee other non-audit services
18
-
     
Total auditor fee
428
45
     
           
Fees to KPMG is comprised as following:
     
           
Amounts in thousand NOK
2014
2013
     
Fee statutory audit
73
-
     
Fee assurance services
48
-
     
Fee tax advisory services
-
-
     
Fee other non-audit services
70
-
     
Total auditor fee
191
-
     
NOTE 3
FINANCIAL INCOME/EXPENSES
 
     
Financial income
2014
2013
     
Interest income
110
6
Group contribution from Infratek AS
22 985
-
Other financial income
61
-
Total financial income
23 156
6
     
Financial expenses
2014
2013
     
Interest expenses to parent company
(2 087)
(29 703)
Interest expenses bond
(29 430)
-
Other interest expenses
(27 375)
-
Other financial expenses
(109)
(1 048)
Total financial expenses
(59 001)
(30 751)
NOTE 4
TAX EXPENSE
 
     
Amounts in thousand NOK
2014
2013
Profit (loss) before tax
(38 374)
(30 890)
Permanent differences
(22 985)
-
Effect of taxable group contribution
10 580
-
Change in temporary differences
(16 655)
-
Tax basis before application of loss carryforward
(67 434)
(30 890)
Applied tax loss carryforward
-
-
Basis for tax payable
(67 434)
(30 890)
     
Specification of tax expense for the year:
   
Tax payable
-
-
Change in deferred tax asset (recognized)
-
(8 340)
Ordinary tax expense
-
(8 340)
Taxation rate, 31 December
27%
28%
     
Amounts in thousand NOK
2014
2013
Deferred tax/deferred tax benefit:
   
Amortization bond
16 655
-
Temporary differences that affect tax payable:
   
Tax loss carryforward
(96 236)
(30 890)
Interest deduction carryforward
(2 087)
-
Valuation allowance
50 778
-
Basis, deferred tax/(deferred tax benefit)
(30 890)
(30 890)
Deferred tax/(deferred tax benefit)
(8 340)
(8 340)
     
Reconciliation of effektive tax rate:
   
Amounts in thousand NOK
2014
2013
Profit (loss) before tax
(38 374)
(30 890)
Permanent differences
(22 985)
-
Basis for tax expense
(61 359)
(30 890)
Expected tax expense, 27% (28%) nominal taxation rate
16 567
8 649
Effect of taxable group contribution
(2 857)
(309)
Effect of valuation allowance
(13 710)
-
Tax expense
-
8 340
     
Effective tax rate
0,0 %
27,0 %
NOTE 5
INVESTMENTS IN SUBSIDIARIES
 
Business adress
Book
value
Balance sheet equity
Profit for the year
Ownership voting rights
Amounts in thousand NOK
         
Infratek AS
Oslo
882 930
387 387
(6 586)
100%
Totalt
 
882 930
387 387
(6 586)
 
           
During the first quarter of 2014, Infratek Group AS acquired the remaining shares in Infatek AS for a total consideration of TNOK 235 608 including transaction costs.
           
Infratek Group AS received an extraordinary dividend from Infratek AS of TNOK 104 540 during 2014, which was considered part of the consideration paid for the shares in Infratek ASA and were therefore accounted for as a reduction of the book value of the shares.
NOTE 6
RELATED PARTIES
   
         
Receivables and liabilities with related parties
       
         
Amounts in thousand NOK
2014
2013
   
Receivables
       
Receivable group contribution Infratek AS
22 985
-
   
Total receivables related parties
22 985
-
   
         
Amounts in thousand NOK
2014
2013
   
Liabilities
       
Long-term liabilities to parent company
-
66 346
   
Short-term labilities towards Infratek AS
22 985
-
   
Total liabilities related parties
22 985
66 346
   
         
         
Transactions with related parties
       
         
Infratek Group AS is 100% owned by Heraldic Midco s.a.r.l. There have been no related party transactions with Heraldic Midco s.a.r.l. or with parties related to Heraldic Midco s.a.r.l. 2014, apart from long-term debt from Heraldic Midco s.a.r.l. (see note 7) and the transactions mentioned below.
         
The Company has agreements with Triton Advisers Limited and Triton Managers III Limited for councelling and success fee related to acquisition of businesses and issue of debt, respectively. Expenses during 2014 were NOK 6.5 million (NOK 22 million during 2013). The expenses for 2014 are part of amortized cost calculation on bond.
         
With effect 31. December 2013, part of the group's debt to Heraldic Midco s.a.r.l. was reassigned to legal persons outside the Group. The remaining debt to Heraldic Midco s.a.r.l was converted to equity during 2014. Per 31. December 2014, the group has no debt to related parties. During the year, NOK 2 million has been recognized as interest cost to Heraldic Midco s.a.r.l.
NOTE 7
LIABILITIES
       
Amounts in thousand NOK
2014
2013
       
Long-term liabilities
           
Bond
633 345
-
       
Other long-term debt*
62 363
460 667
       
Long-term liabilities to parent company
-
66 346
       
Total long-term liabilities
695 708
527 012
       
             
In May 2014, Infratek Group AS issued a bond of NOK 650 million, with the duration of 5 years and coupon of 3 months’ NIBOR + 5 percent. Initial transaction fees of NOK 18.4 million related to the bond issue have been recognised as part of the carrying amount in the balance sheet. The bond is carried at amortized cost in the balance sheet. The bond was listed on the Oslo Stock Exchange on 17 December 2014.
       
             
Investors have a share pledge in the companys investment in Infratek AS.
       
             
The bond agreement has restriction related to distribution of funds from the group. The agreement requires an incurrence test to be performed pro forma imediately after a distribution of funds. The incurrence test requires that the leverage reatio (net interest bearing debt excluding debt to Triton Funds* to EBITDA < 3.0x) and interest coverage ratio (EBITDA to interest costs > 3.0x). No covenants apply to the bond agreement.
       
             
Other long-term debt has maturity date in 2034 (2013: 2023) and interest rate of 10 percent.
       
             
*) With effect 31.12.2013, the parent company of Infratek Group AS, Heraldic Midco s.a.r.l. reassigned the loan to legal persons outside the Group. The reassignement did not cause any changes in the terms of the loan except a change of counterparties for Infratek Group AS.
       
             
Amounts in thousand NOK
2014
2013
       
Short-term liabilities
           
Short-term liabilities towards parties within Triton Funds
-
35 000
       
Other accrued expenses*
-
38 891
       
Short-term labilities towards Infratek AS
22 985
-
       
Accrued interest bond
4 960
-
       
Other short-term liabilities
1 168
145
       
Total short-term liabilities
29 113
74 036
       
             
*) Accured expenses consist of accured aquisition costs related to the aquisition of Infratek AS.
NOTE 8
EQUITY
       
           
Specification of equity
 
Share capital
Share premium account
Other paid-in equity
Uncovered loss
Total equity
Amounts in thousand NOK
         
Equity as of 1 January 2014
31
184 871
-
(22 549)
162 352
           
Conversion of debt to equity
3
68 429
-
-
68 432
Profit for the year 2014
-
-
-
(38 374)
(38 374)
Equity as of 31 December 2014
34
253 300
-
(60 923)
192 411
           
During 2014, the remaining loan against parent company Heraldic Midco s.a.r.l. including acrued interest was converted to equity.
           
Shareholders equity per 31. December 2014 is NOK 1.100 per share for 31 shares, in total NOK 34.100. The company only has one class of shares. All shares are owned by Heraldic Midco s.a.r.l.
9
Declaration

The Board of Directors hereby declares that to the best of their knowledge, the accounts covering the period 1 January  through 31 December 2014, including notes to the accounts, have been prepared and presented in accordance with current accounting standards . It further declares that the information in the annual report for 2014 provides a true and fair view of the Group’s assets, liabilities, financial position, and profit as a whole. The Board also declares that to the best of their knowledge, the annual report provides a true and fair overview of profit, key events in the accounting period and their influence on the annual accounts, the company’s position, and the most important risks and uncertainties facing the company and the Group.


The Board of Directors of Infratek Group AS

Oslo, 21 April 2015

 

Carl Johan Falkenberg
Chairman

 

Petter Darin
Board member

Carl Johan Renvall
Board member