2007
Annual Report 2007 2
Contents
Key Figures 3
Highlights 5
A Brief Presentation 6-7
Directors’ Report 2007 8-15
Accounts - Ganger Rolf Group of companies 16-52 Income Statement 16 Statement of Recognised Income and Expense 17 Balance Sheet 18-19 Cash Flow Statement 20 Notes 21-52
Accounts - Ganger Rolf ASA 53-71 Income Statement 53 Balance Sheet 54-55 Cash Flow Statement 56 Accounting Principles 57 Notes 58-71
Auditor’s Report 72
Corporate Governance 73-74
Fleet List 75
Addresses 77 ...at a glance
2 Ganger Rolf ASA - Annual Report 2007
Key figures (consolidated accounts)
IFRS NGAAP (NOK million) 2007 2006 2005 2004 2003
Income statement Operating income 38.7 1.8 2.6 3.3 350.5 Operating result -26.5 -39.8 -34.0 -14.7 -54.4 Share of profit in associates 1 222.1 713.7 530.9 675.7 176.2 Net finance income 96.2 29.8 124.1 102.5 14.7 Profit before tax 1 291.8 703.7 621.0 763.6 136.5 Tax expense (-) -60.8 -1.6 -2.4 -27.6 -26.5 Net profit from continuing operations 1 231.0 702.1 618.6 736.0 110.0 Net profit/ (-) loss from discontinued operations 0.0 0.0 143.5 -48.8 -17.1 Profit for the year 1 231.0 702.1 762.1 687.1 92.9 Minority interests 0.0 0.0 0.0 0.0 -0.2 Profit for the year (majority share) 1 231.0 702.1 762.1 687.1 93.1
Balance sheet Non-current assets 4 948.1 3 986.0 3 736.2 3 063.5 3 949.9 Current assets 839.7 795.3 237.0 68.1 321.2 Equity 5 267.2 4 616.3 3 697.7 2 687.6 2 738.8 Non-current liabilities 110.4 153.1 193.2 366.0 1 218.9 Current liabilities 410.2 11.9 82.3 78.0 313.4 Total assets / total equity and liabilities 5 787.8 4 781.3 3 973.2 3 131.6 4 271.1
Liquidity Cash and cash equivalents per 31 December 1) 645.0 700.7 168.2 36.3 180.8 Net change in cash and cash equivalents 1) -48.0 532.6 126.0 -13.9 14.6 Net cash from operating activities 1) -5.1 428.3 14.2 145.0 73.0 Current ratio 2) 205 % 6659 % 288 % 87 % 102 %
Capital Equity-to-assets ratio 3) 91 % 97 % 93 % 86 % 64 % Share capital 45.4 45.4 45.4 45.4 45.4 Total number of shares outstanding 4) 36 280 000 36 280 000 9 070 000 9 070 000 9 070 000
Key figures per share (Amounts in NOK) Market price 31 December 4) 221.50 239.00 144.88 60.50 38.75 Dividend per share 4) 20.00 7.90 4.13 2.75 1.38 RISK per share (1 January) 4) - -1.38 -2.66 -2.09 -1.38
1) In accordance with cash flow statement.
2) Current assets as per cent of current liabilities.
3) Equity as per cent of total assets.
4) In 2nd quarter 2006 the existing shares in the Company were split in the proportion four shares for every share held. Previous years’ figures have been restated and made comparable with 2006.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf Group of companies *)
Total revenues EBITDA 3 750 NOK million 1 500 NOK million 3 000 1 200 2 250 900 1 500 600 750 300 0 0 05 06 07 05 06 07
Energy services
Revenues EBITDA 2 000 NOK million 1 250 NOK million 1 600 1 000 1 200 750 800 500 400 250 0 0 05 06 07 05 06 07 05 06 07 05 06 07 05 06 07 05 06 07 Total Offshore drilling Floating production Total Offshore drilling Floating production
Renewable energy
Revenues EBITDA 150 NOK million 125 NOK million 120 100 90 75 60 50 30 25 0 0 05 06 07 05 06 07 Total Total
Shipping
Revenues EBITDA 1 000 NOK million 625 NOK million 800 500 600 375 400 250 200 125 0 0 05 06 07 05 06 07 05 06 07 05 06 07 05 06 07 05 06 07 05 06 07 05 06 07 Total Tankers Cruise Other shipping Total Tankers Cruise Other shipping
Other investments
Revenues EBITDA 250 NOK million 120 NOK million 200 90 150 60 100 30 50 0 0 -30 05 06 07 05 06 07 Total Total
*) The segment information include associates and is consolidated as shown in note 6.
Highlights 2007
Energy services
Offshore Drilling Continued strong markets within offshore drilling Several new offshore drilling contracts, estimated contract value of USD 1 134 million Bulford Dolphin sold at USD 211 million, sales gain for Ganger Rolf Group of companies of NOK 521 million
Floating Production Private placement, IPO and subsequent stock exchange listing of Fred. Olsen Production in 1st half 2007, gross proceeds of NOK 1 238 million
Renewable energy
Construction of the wind farm Crystal Rig II (117 MW) in Scotland commenced
7 years Power Purchase Agreement for Crystal Rig II with EdF Energy plc
Shipping
Cruise Lengthening of MV Balmoral and MV Braemar by approx. 30 meters each decided, agree- ments entered into with Blohm + Voss, Hamburg
Tankers Sale of the suezmax vessel Knock Stocks, gross sales gain for Ganger Rolf Group of compa- nies of NOK 54 million Sales agreement suezmax newbuilds, est. sales gain for Ganger Rolf Group of companies of USD 8.25 million
Other Shipping activities Sale of ro-ro vessel Norcliff, sales gain for Ganger Rolf Group of companies of NOK 21 million
Other investments
Gain on sale of shares in TusenFryd AS for Ganger Rolf Group of companies of NOK 62 million
Ganger Rolf ASA - Annual Report 2007
Ganger Rolf ASA – A Brief Presentation
Ganger Rolf ASA (the “Company”) is a company domiciled in Norway. The consolidated financial state- ments of the Company as at and for the year ended 31 December 2007 comprise the Company and its subsidiaries (for accounting purposes only in the following referred to as the “Group of companies”).
Ganger Rolf ASA has investments in several business activities, based upon its long term commitment to shipping, offshore drilling, floating production and renewable energy as well as the travel and leisure time sector. Investments are normally made in cooperation with the listed parent company Bonheur ASA. At year-end 2007 the main investments include the following business segments:
Energy services
Within offshore drilling the Company has an Ganger Rolf ASA’s activities within floating pro- ownership of 26.7 % of the offshore drilling duction comprise a 30.75% indirect ownership contractor Fred. Olsen Energy ASA (together of Fred. Olsen Production ASA (together with with subsidiaries “FOE”), which is listed on Oslo subsidiaries “FOP”), which has been listed on Stock Exchange. FOE owns and operates a fleet Oslo Stock Exchange since May 2007. FOP of eight drilling units and one accommodation owns and operates a fleet of seven Floating rig. In addition FOE owns the ship yard Harland Production Storage and Offloading (FPSO’s) & Wolff in Belfast. Up to November 2007 the and Floating Storage and Offloading (FSO’s) business segment also included a 50% indirect vessels for lease to clients in the international ownership of the semi submersible drilling rig oil and gas market. FOP has been active in the Bulford Dolphin, which had been operating in oil & gas production business since 1994. pool with four FOE-owned drilling rigs. The rig was subsequently sold. FOP manages its activities from offices in Singapore, Norway, Nigeria, Gabon and Hou- FOE was established in April 1997 through the ston. merger of the offshore activities of Ganger Rolf ASA and Bonheur ASA and was listed on Oslo FPSO’s provide cost effective oil production Stock Exchange in October the same year. for smaller oil fields in areas where infrastruc- ture may be limited. The company’s market is Dolphin Drilling Ltd based in Aberdeen, Scot- primarily in benign and intermediate environ- land, Dolphin AS in Stavanger and Dolphin ments. FOP is well established in West Africa Drilling Pte. Ltd in Singapore form the main and is also expanding into the Asian and South part of FOE’s drilling division. It is recognised American markets. as a medium-sized international drilling op- erator and has had a leading position within FOP’s current fleet includes three FPSO’s (one offshore drilling services for more than 35 jointly owned) and two FSO’s. A further FPSO years. The fleet includes 7 semi-submersible is under conversion at Drydocks World Dubai drilling rigs, of which one deepwater unit, one and will be operational from 2008. ultra-deepwater drill ship and one semi-sub- mersible accommodation unit. In 2007 FOP’s total revenues amounted to NOK The principal activities of Harland and Wolff 392 million and EBITDA was NOK 122 million. Group Plc. (H&W) are shipbuilding, heavy engineering, ship repair and the design and construction/conversion of floating produc- tion and drilling vessels for the offshore oil and gas industry.
In 2007, FOE generated operating revenues of NOK 4 277 million and EBITDA of NOK 1 955 million.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007
Renewable Energy
The investments within renewable energy are or- offshore Ireland, both pending grid connec- ganized through the Group of companies’ 50% tion. 100 MW is consented in Norway, but the ownership of Fred. Olsen Renewables AS with consent is appealed. FOR also holds several subsidiaries (“FOR”). FOR is primarily engaged sites for potential wind farm development in in development, construction and operation of Norway, Sweden, Ireland, UK and Canada. wind farms. The operation is mainly concentrated to Scotland where three wind farms are in full op- FOR’s operating revenues in 2007 amounted eration, with a total installed effect of 177.5 MW to NOK 301 million, based on an annual pro- and with further 117 MW under construction. duction of 427 GWh (366 GWh). Operating result before depreciation (EBITDA) was NOK FOR has also consent for development of fur- 213 million. ther 120 MW in Scotland and about 500 MW
Shipping
ed Kingdom FOCL operated four cruise ships Suezmax vessel. In addition, the Company has in 2007 with an overall lower berth capacity a 50% indirect ownership of two Suezmax new of approximately 2,650 passengers. Offering builds under construction, scheduled for deliv- cruise holidays from 3 to 107 nights FOCL ery in 2009 and 2010, respectively. In 2007 an provides a diverse range of cruises to attract agreement was entered into for the sale of the its passengers. The ships’ itineraries include two new builds upon delivery. Also in 2007 one inter alia long voyages (e.g. round the world), ro-ro vessel and two Suezmax ships were sold, fly/cruises to the Caribbean and ex UK cruises one of which to FOP for conversion into an to Scandinavia, Mediterranean and Canary FPSO The Company had a 50% indirect owner- Islands. In 2007 the company carried almost ship of the sold vessels. 70,000 passengers. Other shipping activities mainly consists of a Passenger capacity has been increased follow- 27.5 % ownership of the Moroccan ferry com- ing the delivery of MV Balmoral in November pany Comarit S.A. and indirectly 24.75 % of the 2007. Conversion projects are also underway shipping investment company Oceanlink Ltd. at the end of 2007 to lengthen M/V Balmoral Comarit S.A. operates four ferry lines between The activities within shipping consist of cruise and M/V Braemar by inserting a new mid-sec- Morocco and Spain/France. Oceanlink Ltd. is a activity, tanker shipping and other shipping tion into each vessel. Once completed togeth- diversified ship owning company, managed by activities. er with the acquisition of Balmoral the cruise Oceanlink Management AS, Oslo. At present fleet will have increased by 1,550 lower berths Oceanlink Ltd. has 21 vessels under manage- The cruise activity is organized through the to a total of 4,200. ment; of which15 reefers, 5 offshore supply Company’s indirect 50 % ownership of Fred. vessels and one container vessel. Olsen Cruise Lines (Holding) Limited and its The tanker shipping fleet at year-end 2007 subsidiaries (“FOCL”). Located in Ipswich, Unit- consisted of a 50% indirect ownership of one
Other investments
Other investments includes the ownership of Næringsliv, TradeWinds, Upstream, Europower 21.7 % of the fish farming company Genomar and Fiskaren. Nautisk Forlag, focusing on AS, which is engaged in production and de- printed and electronic naval maps, is also part velopment of a fish species named Tilapia, a of the NHST group. In addition, web based white freshwater fish predominantly found services have been developed over the past in areas along the equatorial line. The Com- few years. The Company also has an owner- pany also holds 16.2 % of NHST Media Group ship of 6.3 % of the property development AS, which includes the newspapers Dagens company IT Fornebu Eiendom Holding AS.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007
Directors’ Report 2007
Paul’s Hill windfarm photo: Ted Leeming
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007
Directors’ Report 2007
Ganger Rolf ASA (the “Company”) is a com- the shares in the amusement park TusenFryd, to 28.85%. First day of trading on Oslo Stock pany domiciled in Norway. The consolidated the Group of companies’ financial position Exchange was 11 May 2007. financial statements of the Company as at has been significantly strengthened. and for the year ended 31 December 2007 FOP is among the leading experienced opera- comprise the Company, its subsidiaries and tors of floating production installations. FOP associates (for accounting purposes only in Comments on operations of associated owns and operates 5 FPSO/FSO units. The the following referred to as the “Group of companies: fleet was expanded with one additional unit companies”). in 2007 through the acquisition of the suez- Within offshore drilling, the market continued max tanker Knock Allan which will be con- The Company’s head office is in Oslo. The ac- to strengthen throughout 2007. Fred. Olsen verted to an FPSO unit before commencing a tivities of the Group of companies, including Energy group of companies (FOE) operated 10 year contract, plus option for 10 additional associated companies, take place in in Nor- the deep water unit Belford Dolphin, seven years, with Canadian Natural Resources (CNR), way, Sweden, the UK, Hungary, Singapore, Aker H3 semi-submersible drilling rigs and commencing in 2008. The ship will be located India, the US (Houston), Canada, Bermuda one semi-submersible accommodation rig. offshore Gabon for this contract. and Brazil. The financial improvements of FOE continued with several new contracts at higher day rates. In June 2007, the associated company First Throughout the second half of 2007 and The decline in the USD rate is on the other Olsen Ltd., the majority shareholder of Fred. into 2008, the credit markets tightened and hand also affecting FOE. Olsen Production ASA, acquired 5.116.600 consumer worries surfaced especially in the additional shares in FOP. Following the trans- USA, but also gradually in other markets and Drilling rates have generally increased some- action First Olsen Ltd increased its ownership geographical areas. The US consumer market what during the year and the duration of con- to 61.5 %, thereby increasing the Company’’s slowed considerably in the 4th quarter and tracts continues to increase. The outlook for indirect ownership to 30.75%. the liquidity squeeze has prompted the US offshore services continues to be good and government to impose a series of measures to there are few signs of weakening in 2008. During 2007 First Olsen Ltd. sold ro-ro vessel prevent a recession in 2008. Essential liquidity Despite the high number of new builds, ap- MV Norcliff and the single hull suezmax tank- was provided by the central banks globally, the proximately 70% of these have received long ers, Knock Stocks, and entered into an agree- US interest rate was lowered in the beginning term contracts at attractive day rates with ment to sell the two new building contracts of 2008 and a tax-package expected to come commencement from 2009 and onwards. The of suezmax tankers under construction at the into effect in 2008 with the aim to boost con- oil industry has accepted the higher day rate Bohai Shipbuilding yard in China. The suez- sumption was introduced. However, China and levels and seems to expect a high demand for max tanker “Knock Allan” is under conversion India so far show few signs of slowing down, drilling services going forward. to an FPSO unit, see comments above. After contributing to a world growth of close to 5% these sales the tanker segment consists of in 2007, the 4th year in a row at this level. One The semi submersible drilling rig Bulford Dol- one suezmax tanker, Knock Sheen, which is concern coming out of 2007 is once again a phin, indirectly owned 50% by the Company, on time charter until October 2009. fear of real inflationary pressure. Oil and food was sold to Indian buyers in December 2007 prices are increasing significantly world wide. for USD 211million. The resulting gain for the The UK cruise market continued to grow in This new situation may produce slower growth Group of companies included in share of prof- 2007 to 1.33 million passengers (2006:1.20 and lower asset pricing. Aside from this, peo- it in associates amounted to NOK 521 million million), representing an 11% increase over ple around the world now seem to realize the 2006. Fred. Olsen Cruise Lines (Holding) Ltd. urgency to combat global warming and the In early February 2007 the floating production (FOCL) with subsidiaries’ fleet in 2007 com- negative impact on our ecosystem. activities were reorganized into Singaporean prised MV Black Prince, MV Black Watch, MV subsidiaries of the associate Fred. Olsen Pro- Braemar and MV Boudicca. To maintain its Against the background of financial unrest, duction ASA (FOP). Also in February FOP com- market share FOCL invested in a 5th vessel, the development within most of the Group pleted a private placement of 44 million new the MV Balmoral. In order to improve capac- of companies’ business segments has contin- shares at NOK 27 per share with gross proceed ity further, agreements were signed with the ued to be positive during 2007 and this has of NOK 1,188 million (USD 194.2 million). In German ship yard Blohm + Voss to lengthen continued to date. Through good operating May an Initial Public Offering (IPO) of 1.93 mil- both the MV Balmoral and the MV Braemar by results for the year as well as sale of certain lion new shares was successfully completed at approximately 30 meters, thereby increasing major assets within associated companies, i.e. NOK 26 per share. First Olsen Ltd’s sharehold- the fleet’s total capacity by 550 passengers. the semi-submersible drilling rig Bulford Dol- ing of FOP following the IPO was 57.7%, and This brought the lower berth capacity of the phin, most of the remaining tanker fleet and the Company’s indirect ownership amounted Balmoral to 1,355 passengers and the lower
Ganger Rolf ASA - Annual Report 2007 10
Directors’ Report 2007
berth capacity of the MV Braemar will in- are still subject to the Norwegian tonnage tax the 4th quarter, following a restructuring of crease to 953 passengers from July 2008. system. Whether the subsidiary decides to exit the ownership within the Cruise segment. the Norwegian tonnage tax regime or not, is Within renewable energy, Fred. Olsen Renew- still under consideration. Total tax included in For 2007 associated companies were included ables group of companies (FOR) continued to tax expense has been calculated to 45 million with an aggregate result of NOK 1,222 million develop its wind farm activities in Scotland, based on an assumption that the subsidiary (NOK 714 million), of which FOE had a result Sweden, Norway, Ireland and Canada. By the will exit the tonnage tax regime. of NOK 396 million (NOK 346 million) and First end of the year, the installed capacity in op- Olsen Ltd., excl. FOCL had a result of NOK 615 eration was 179 MW. Additionally 117 MW are During May and June 2007 the Company million (NOK 192 million). Included in the First under construction at Crystal Rig II, which is purchased 438 250 own shares at an average Olsen Ltd. -result is the Company’s share of expected to be completed in 2010. In Decem- price of NOK 249.35 per share. the sales gain of Bulford Dolphin of NOK 521 ber a 7 years Power Purchase Agreement was million. FOCL had a negative result of NOK 19 entered into with EDF Energy Plc for the sale million (positive NOK 55 million). TusenFryd of electricity from Crystal Rig II. The contract Dividend/Annual General Meeting AS had a profit of NOK 4 million (NOK 5 mil- is based on the UK market price of electricity lion) and Bonheur ASA a profit of NOK 210 and associated `green` benefits. FOR further An Extraordinary General Meeting was held million (NOK 109 million). FOR was included holds concessions for an additional 120 MW at 14th December 2007 based on a proposal with a profit of NOK 17 million (NOK 4 million) in Scotland, approximately 500 MW offshore from the Board of Directors of the Company and Comarit S.A with a loss of NOK 1 million Ireland as well as concessions for 100 MW in that the Company should pay an extraor- (profit NOK 4 million). Norway and 6 MW in Sweden. Both of the lat- dinary dividend of NOK 10.00 per share for ter have, however, been appealed. distribution early January 2008. The proposal Net financial items for the year were positive was based on the continued positive devel- with NOK 96 million (Positive NOK 30 mil- In October the Norwegian government in- opment of the results within the Company’s lion). troduced new tax legislation for shipping main business areas and its generally strong companies in Norway. The new legislation is financial position. The Extraordinary General The Group of companies’ result after esti- intended to be more in line with tonnage tax Meeting approved the proposal. mated tax was NOK 1,231 million (NOK 702 legislation within the EU. million). The Board of Directors has seen it appropriate However, according to this new legislation, also for this year to recommend an unusually tax-exempt income from the present tonnage high level of dividend, in view of the good Results from the main activities tax system built up during the past eleven financial result and the Company’s generally years together with unrealized capital gain on strong financial condition. The Board of Direc- Energy services assets during the same period will be taxed at tors has therefore, subject to the support of Energy services comprises the shareholding 28%, of which 2/3 will be payable with 1/10 the Shareholders’ Committee, resolved to pro- of 26.7% of Fred. Olsen Energy ASA, 30.75% each year in the coming period of 10 years. pose to the Annual General Meeting in May of Fred. Olsen Production ASA and 50% of the The remaining 1/3 will be exempted from 2008 a dividend payment of NOK 17.50 per drilling rig Bulford Dolphin (sold in November tax, provided this amount is invested into share. The Annual General Meeting is sched- 2007) qualifying environmental measures within uled for Thursday 29 May 2008. year end 2022. It remains doubtful that this Offshore drilling - Fred. Olsen Energy ASA (FOE) new piece of legislation is in compliance with The Company owns 26.7 % of FOE. In the fol- Norwegian Constitutional Law, primarily due Comments to the annual accounts lowing, the results for 2007 (on 100 % basis) to its retroactive character. As such this is an are commented upon: issue of general public interest – far beyond All main investments are accounted for as as- merely a fiscal matter for shipping companies sociated companies, in accordance with the Operating revenues amounted to NOK 4 277 as it sooner or later could impact every Nor- equity method. The Company is a holding million, which is an increase of 6 % from the wegian citizen who may face retroactive laws company. Revenues in 2007 were NOK 39 mil- previous year. at the whim of parliament without regard to lion (NOK 2 million) and EBIT were negative the fundamentals of a democracy. with NOK 27 million (negative NOK 40 million. Operating costs amounted to NOK 2 322 mil- The variation is mainly related to booking of lion (NOK 2 339 million), and the operating The Group of companies includes one subsid- charter hire for the Group of companies` 50% result before depreciation (EBITDA) was NOK iary and certain associated companies which ownership of the cruise vessel Black Watch in 1 955 million (NOK 1 709 million).
10 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 11
Directors’ Report 2007
Result before tax was NOK 1 418 million (NOK Oil is increasingly found in deep water areas Tankers 997 million). without infrastructure. In many instances, the Total revenues amounted to NOK 271 million oil finds are marginal. These factors favour (NOK 207 million), including sales gains of Increased revenues and the improved result floating production solutions. NOK 148 million. The operating result before reflect the stronger market for offshore drill- depreciation (EBITDA) was NOK 214 million ing with higher day rates and increased uti- Renewable energy (NOK 63 million). lization of capacity. FOE expects the balance Renewable energy consists of the ownership between supply and demand for offshore of 50% of Fred. Olsen Renewables with sub- The operating result (EBIT) was NOK 165 mil- drilling units to remain tight within all seg- sidiaries (FOR) which owns and operates three lion (NOK 29 million) and net result was NOK ments. The high demand for offshore drilling wind farms in Scotland, Crystal Rig, Rothes, 152 million (NOK 26 million). services is therefore expected to persist for and Paul´s Hill and two turbines in Sweden. the immediate years ahead. At year end, this group of companies had Cruise 178.7 MW in production and consents of 250 Operating revenues were NOK 1 417 million Offshore drilling - Bulford Dolphin MW in Scotland and 500 MW offshore Ireland, (NOK 1 415 million). Bulford Dolphin (previously owned by First pending construction. In addition, FOR has a Olsen Ltd. and operated in pool with four of project portfolio under development in UK, The operating result before depreciation FOE’s units) operated for Equator Exploration Norway, Sweden and Canada, respectively. (EBITDA) was NOK 300 million (NOK 299 mil- Ltd. offshore West Africa until July 2007. The lion). The operating result (EBIT) was NOK 79 original contract was estimated to expire early Operating revenues were NOK 301 million million (NOK 141 million) and net result was 2008, but the owners and Equator Exploration (NOK 230 million) based on an annual pro- negative with NOK 152 million (positive NOK Ltd. have agreed that the drilling contract for duction of 427 GWh (366 GWh). The increased 110 million). The reduction is partly due to Bulford Dolphin should be regarded as termi- production was mainly due to Paul’s Hill (64.4 tax-effect on exiting the Norwegian Tonnage nated as of June 2007. Bulford Dolphin was MW) which had its first full year in production Tax regime (see comment above) and impair- sold in September 2007 and handed over and the 12.5 MW expansion of Crystal Rig in ment of vessels. to the new owner in mid November. Gross 2007. Wind conditions in Scotland were about revenues excl. sales gain in 2007 were NOK 10 % below long term historical average, in- Other shipping activities 175 million compared to NOK 199 million in fluencing operating revenues negatively. Other shipping activities consist mainly of the 2006. Company’s ownership of 27.5 % in the Moroc- The operating result before depreciation can ferry company Comarit S.A. and an own- Floating production - Fred. Olsen Production (EBITDA) was NOK 215 million (NOK 159 mil- ership of 24.75 % of the shipping investment ASA (FOP) lion), an increase of 34 % from the previous company Oceanlink Ltd. The Company indirectly owns 30.8 % of FOP. year. In the following, the results for 2007 (on 100 Comarit S.A. % basis) are commented upon: The operating result (EBIT) amounted to NOK Comarit S.A. with subsidiaries had operating 94 million (NOK 61 million) and net result was revenue of NOK 632 million (NOK 718 million) Total revenues amounted to NOK 392 mil- NOK 34 million (NOK 7 million). and an operating result before depreciation lion (NOK 526 million), a decrease of NOK 134 (EBITDA) of NOK 99 million (NOK 164 million). million from 2006. However, 2006 revenues Increased capacity contributed to the im- Net result was negative with NOK 8 million included a gain from the sale of the MOPU proved results compared to 2006 as well as (positive NOK 36 million). The weaker results Borgen Dolphin of NOK 107 million. wind conditions being better than last year. compared to the previous year are mainly due to reduced ticket fares and increased bunker The operating result before depreciation Shipping prices. (EBITDA) was NOK 122 million (NOK 272 mil- Shipping mainly consists of an indirect 50% lion). The operating result (EBIT) was NOK 22 ownership of a tanker as well as cruise busi- Oceanlink Ltd. million (NOK 170 million). The net result for ness, which is managed through Fred. Olsen Operating revenues for the year were NOK the year was negative with NOK 18 million Cruise Lines Limited with subsidiaries (FOCL) 255 million (NOK 135 million). Operating re- (positive NOK 105 million). in Ipswich, UK. During 2007 FOCL operated 4 sult before depreciation, EBITDA, was NOK cruise ships and bareboat chartered its new- 50 million (NOK 38 million). Net result was With the increased exploration and drilling est addition to the fleet, M/V Balmoral, to its negative with NOK 29 million (positive NOK activities, the demand for floating production previous owners until it was delivered in No- 3 million). The result was negatively affected and storage facilities is expected to persist. vember 2007. by repositioning costs and low T/C-rates at-
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Directors’ Report 2007
tached to three reefer vessels acquired during year were NOK 24 million (NOK 24 million) and connection with the two abovementioned the year and a substantial number of off-hire operating result before depreciation (EBITDA) projects. days related to the scheduled dry-docking of was NOK 7 million (NOK 7 million). Result after a container-vessel. In addition the latest three tax was NOK 4 million (NOK 4 million). Within the cruise segment, 650 million was additions to the offshore supply fleet experi- invested in 2007, of which 92% was related to enced higher than expected expenses related The activities in 2007 have been similar to last the lengthening of MV Balmoral. to repairs and upgrading. year with the continuation of developing the brood stock in the Philippines and producing Capital expenditures within FOP amounted Other investments fingerlings at the site in Hainan, China and re- to 746 million, mainly related to the ongoing Other investments mainly consist of the Com- search and documentation of the DNA tracing conversion of Knock Allan. pany’s ownership of 16.2% of NHST Media system called “Genetrak” in Singapore. Dur- Group AS and 6.3% of IT Fornebu Eiendom ing 2007 Genomar sold approximately 318 Within renewable energy, capital expendi- Holding AS (both accounted for at fair value), million fingerlings (2006 approximately 287 tures amounted to NOK 313 million, which 25% of the amusement park TusenFryd AS million) and developed generation 20 of the was related to the extension of capacity for (sold in the 4th quarter), 22.43% of Genomar brood stock. Crystal Rig from 50 MW to 62.5 MW and ongo- AS and 50% of the service companies Fred. ing investments. Olsen Brokers AS and Fred. Olsen Travel AS. Genomar AS has embarked on an expansion (all accounted for as associated companies plan to launch its own fish farming business Dividend payments amounted to NOK 361 using the equity method). in 2008 using its own brood stock. An agree- million, representing an increase of NOK 74 ment has been entered into with Malaysian million from the previous year. In addition, the NHST Media Group AS authorities to utilize two very large lake areas extraordinary dividend payments resolved Operating revenues for the year were NOK for this purpose. In this connection a new by the Extraordinary General Meeting in De- 996 million (NOK 861 million). Operating re- equity issue of NOK 50 million was directed cember and paid to the shareholders in early sult was NOK 56 million (NOK 66 million), and towards existing shareholders during first January 2008 amounted to NOK 358 million. net result before tax was NOK 58 million (NOK quarter 2008. After the equity issue, which 66 million). The investment is accounted for was completed in April 2008, the Company’s Investments were financed by cash from op- at fair value and the increase in fair value in shareholding increased to 25.73%. erations as well as sale of assets and draw- 2007 amounts to NOK 127 million recognised downs under bank credit facilities. directly in equity. IT Fornebu Eiendom Holding AS Operating revenues in 2007 were NOK 63 mil- Interest bearing debt of the Group of compa- TusenFryd AS lion (NOK 53 million). Net result after tax was nies at year end amounted to NOK 4 million Operating revenues in 2007 were NOK 171 negative with NOK 19 million (negative 15 (2006: NOK 89 million). Cash and cash equiv- million (NOK 180 million). Net result after tax million). The result was impacted by cost in- alents amounted to NOK 645 million (2006: was NOK 18 million (NOK 20 million). creases related to structural changes, change NOK 701 million). Equity to assets ratio was of CEO, increased interest expenses from 91% (2006: 97%). At the end of November 2007, an agreement investments and higher interest level and was entered into with a subsidiary of the project development costs written off. Spanish company Parques Reunidos SA to sell Outlook all of the Company’s shares of TusenFryd AS. The price was agreed at NOK 29.00 per share. Capital and financing The market for offshore drilling services con- The sales proceeds amounted to NOK 96 mil- tinues to be strong. Geographically, FOE cur- lion. The sale was conditional upon consent During the year, a number of investments rently operates in Norway, the UK, US Gulf and by Norwegian competition authorities. This have been made within the main business Brazil and from delivery of Blackford Dolphin condition was lifted at the end of December segments. Within FOE the main investments also in the deepwater regions of West Africa 2007 and settlement of the transaction took were related to the conversion of Blackford and India. At year end FOE‘s offshore units place in January 2008. The sale yielded a gain Dolphin to a deep water drilling rig and con- had an average contract length of 26 months. of about NOK 58 million. version and preparation of Bredford Dolphin Six out of nine units are working under long- for starting up of operations on the Norwe- term contracts. The secured contract value Genomar AS gian continental shelf. FOE‘s total capital for the fleet as per 31.12.2007 was approxi- The financial results in 2007 were broadly in expenditures during 2007 amounted to mately USD 3.0 billion. The steep increase in line with 2006. Operating revenues for the 2 272 million, of which 88% was invested in the number of offshore drilling units over the
12 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 13
Directors’ Report 2007
next few years may result in significant chal- Corporate Governance ing interest rates. By the turn of the year, parts lenges in ensuring sufficient supply of equip- of the outstanding loans had been hedged ment and skilled offshore personnel going The governance and management of the against interest fluctuations through interest forward. Company is based on the principles expressed rate swap agreements. in the Norwegian recommendation for corpo- FOP continues to focus on its core markets in rate governance and company management. Oil price West Africa and the Middle East in addition to The Board of Directors aims to maintain a The Group of companies, including associat- actively pursuing opportunities in South East framework of good control and governance ed companies, has been exposed to fluctua- Asia. FOP expects that the demand for FPSO- mechanisms. A description of the Company’s tions in bunker prices, which are fluctuating solutions will continue to grow in the coming compliance with the above recommended according to the oil price. This exposure is years and that an increasing number of ten- corporate governance principles is presented primarily within the cruise and tanker opera- ders will be coming to the market. However, on pages 73 to 74. tions. By the end of the year, there were some the combination of a number of speculative short-term derivative contracts outstanding constructions in addition to a limited number relating to securing part of the bunker costs of units already off contract during 2008 will Financial market risk for the year 2008. create a short-term pressure on returns in the See also Note 5. FPSO sector. Electricity price The Group of companies, including associat- Due to the current contract structures within To maintain the market share FOCL invested ed companies, is exposed to certain financial FOR, whereby the contract prices are based in its 5th vessel, the MV Balmoral, in 2006. In risks related to its activities. These are mainly on fixed electricity prices, the Group of com- order to improve capacity further, agreements currency risks, interest rate risks and indirectly panies, including associated companies, is not were signed with the German ship yard Blohm risks related to oil price. The financial risks are exposed to short-term fluctuations of spot + Voss to lengthen both the MV Balmoral and continuously monitored and from time to electricity prices. the MV Braemar by approximately 30 meters, time financial derivatives are used to eco- thereby increasing the fleet’s total capacity by nomically hedge such exposures. Credit risk 550 passengers. This brought the lower berth The Group of companies, including associated capacity of the MV Balmoral to 1,355 passen- There is also a credit risk related to custom- companies, continuously evaluates the credit gers and the lower berth capacity of the MV ers within the individual companies, and risks risk associated with customers and, when Braemar will increase to 953 passengers from associated with the general development of considered necessary, requires certain guar- July 2008. international financial markets. antees. As such, the credit risk is considered to be moderate. The customer base within En- Within Renewable energy FOR continued to Currency risk ergy services is mostly international oil com- develop its wind farm activities in Scotland, The financial statements are presented in panies, As to the customers within Renewable Sweden, Norway, Ireland and Canada. By the NOK. The revenues consist primarily of USD, energy, these are large electricity distributors. end of the year, the installed capacity in op- GBP and NOK with USD as the most dominant Credit risk within FOCL is regarded low, due to eration was 179 MW. Additionally 117 MW are currency. The majority of the USD revenues cruise tickets being paid in advance. under construction at Crystal Rig II, which is is within FOE. The expenses are primarily in expected to be completed in 2010. In Decem- USD, GBP and NOK. As such, the earnings ber a 7 years Power Purchase Agreement was are exposed to fluctuations in the currency Research and development activities entered into with EDF Energy Plc for the sale market. However, in the longer term parts of of electricity from Crystal Rig II. The contract the currency exposure are neutralized due to There are no on-going research and develop- is based on the UK market price of electricity the majority of the debt being denominated ment projects within the Group of companies. and associated `green` benefits. FOR further in the same currencies as the main revenues. Within the various associated companies holds concessions for an additional 120 MW Forward exchange contracts are from time to there is ongoing development of technolo- in Scotland, approximately 500 MW offshore time entered into to further reduce currency gies and methods in cooperation with various Ireland as well as concessions for 100 MW in exposure. supplier communities and engineering com- Norway and 6 MW in Sweden. Both of the lat- panies. Within the offshore industry this re- ter have, however, been appealed. Interest rate risk lates both to drilling and floating production. The Group of companies, including associ- As for renewable energy, the companies are ated companies, are exposed to interest rate working closely with leading suppliers of tur- fluctuations, as loans are often based on float- bine technology on programmes to increase
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 13 14
Directors’ Report 2007
efficiency and regularity. Also within cruise, lenging and motivating jobs to all personnel, use of dangerous chemicals, replacing these the companies are working closely with the regardless of nationality, culture, religion and by more environment friendly alternatives. supplier industry on programmes to optimize gender. The principle of equal pay for equal operations and minimize environmental con- work is applied, considering qualifications re- At the same time, the Group of companies sequences. lating to knowledge, experience and perform- has strong interests within renewable en- ance. Securing access to qualified employees ergy, primarily through the construction and The Group of companies are to a lesser extent remains a high priority. operation of wind farms. The wind farms are engaged directly in research. subjected to strict concession rules by the External environment authorities in the countries in question. Wind Cost related to a portfolio of development Through its main interests, the Group of com- power replaces more polluting energy sources projects within UK wind power meet the rel- panies is engaged in activities which may and contributes to improve the environment, evant criteria for capitalisation. All other ac- involve a possible risk for the environment. both locally and globally. tivities within the research and development This is particularly the case for shipping and area are charged as expenses in the financial offshore activities. Furthermore, the Group of companies has in- statements of associates. terests within breeding work for fish farming, Safety and environment are given high prior- as well as origin tracking for food products. ity by the various operations and efforts are This involves the use of modern DNA tech- The organization, work environment and made on a continuous basis to prevent situa- nology, which should not be confused with equal opportunities tions which might involve damage to health genetic engineering. and environment. Important elements of The Company is a holding company and does this work are safe and rational operations, No incidents occurred during the year which not have any employees except for the Man- an active maintenance programme and an caused serious damage to the external envi- aging Director. Administrative services are adequate handling of waste. A current effort ronment. supplied by Fred. Olsen & Co. in accordance is also made in order to develop and improve with an agreement on administrative services the safety and environment culture on all between the companies (see below, as well levels. Other information as Note 10). All vessels are operated by respected and seri- The Company’s profit before tax was NOK 394 Working environment ous operators in accordance with the owning million, a decrease of NOK 171 million as com- The Board of Directors considers the working companies’ safety and quality requirements. pared with 2006. conditions and the working environment to be satisfactory. The cooperation- and envi- Activities within the offshore oil and gas in- The Company’s profit for the year was influ- ronment committee is working systemati- dustry involve operations in areas which are enced by sales gains of NOK 58 million. This cally and preventively with health, safety and environmentally vulnerable. Some of the includes gain from sale of the shares in Tusen- environment measures. The work takes place Group of companies’ interests, in particular fryd with NOK 57 million. The Company re- on a continuous basis and has functioned those related to the use of fossil fuel, efflu- ceived NOK 23 million as group contribution, satisfactorily through the year. A joint Health, ents and emissions during operations and which has been included in “Other financial Safety and Environmental (HSE) steering sys- the risk of oil spills, may influence the exter- items”. tem for all employees in the Fred. Olsen office nal environment negatively. Safe and rational building in Oslo was implemented in 2006. operations and active maintenance programs The Company’s net currency loss amounted The Company registered no absence due to are aimed at contributing to avoid accidents to NOK 6 million. sickness in 2007. which may lead to damage to the external environment. All such operations are sought The Company received dividend of NOK 150 Equal opportunities kept within the rules and regulations in force million from Bonheur ASA. In addition, the At the end of the year, the Group of compa- in those areas and countries where the opera- Company received dividend from Fred. Olsen nies had 1 employee, which is the Managing tions are taking place and in cooperation with Energy ASA (NOK 178million), NHST Media Director of the Company. 40% of the board of operators within the various domains. Waste Group AS (NOK 5 million), TusenFryd AS (NOK directors of the Company is female. from processing and operations may directly, 6 million) and Four Seasons Venture IV (NOK and indirectly through chemical reactions, in- 2 million). The Group of companies aims to be a work- fluence the environment balance negatively. place with equal opportunities, offering chal- There is a continuous focus on reducing the
14 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 15
Directors’ Report 2007
The Company’s net result after tax was NOK The Board of Directors affirms that the annual Company’s distributable reserves as per 31 388 million, which is proposed to be allocated accounts for 2007 have been prepared based December 2006 were NOK 2,247 million and as follows: on the going concern assumption the Company’s total capital NOK 4.445 million. The Company’s liquidity is good, with liquid For dividend NOK 627 million The Board of Directors confirms that the an- assets amounting to NOK 524 million. From retained earnings - NOK 240 million nual accounts present a true and fair view of Total allocated NOK 387 million the company’s as well as the Group of com- The Annual General Meeting is scheduled for panies’ position at the end of the year. The Thursday 29 May 2008.
Oslo, 31 March 2008 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Anna Synnøve Bye John C. Wallace Andreas Mellbye Anette S. Olsen Chairman Director Director Director Director and CEO
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 15 16
Ganger Rolf ASA - Group Consolidated Income Statement
(Amounts in NOK 1 000) Note 2007 2006 2005
Revenues 38 560 1 587 2 550 Gain on sale of property, plant and equipment 11 98 170 81 Total operating income 38 658 1 757 2 631
Operating expenses -36 968 -38 823 -33 284 Loss on sale of property, plant and equipment 11 -78 0 -242 Total operating expenses -37 046 -38 823 -33 526
Operating profit / loss (-) before depreciation 1 612 -37 066 -30 895
Depreciation 11 -28 118 -2 730 -3 120 Operating loss -26 506 -39 796 -34 015
Share of profit in associates 12 1 222 051 713 687 530 903
Interest income 48 231 24 393 19 557 Other finance income 91 460 99 637 132 378 Finance income 9 139 691 124 030 151 935
Interest expense -11 457 -19 694 -6 469 Other finance expense -32 016 -74 545 -21 337 Finance expense 9 -43 473 -94 239 -27 806
Net finance income 96 218 29 791 124 130
Profit before tax 1 291 763 703 682 621 018 Tax expense 10 -60 804 -1 581 -2 399
Net profit from continuing operation 1 230 959 702 101 618 619 Net profit from discontinued operation 0 0 143 502 Profit for the year 1 230 959 702 101 762 121
Attributable to: Equity holders of the parent 1 230 959 702 101 762 121 Minority interests 0 0 0 Profit for the year 1 230 959 702 101 762 121
Basic earnings per share (NOK) 18 34.17 19.35 21.01 Basic earnings per share - Continued operations (NOK) 18 34.17 19.35 17.05 Basic earnings per share - Discontinued operations(NOK) 18 - - 3.96 Diluted earnings per share (NOK) 18 34.11 19.16 21.01 Diluted earnings per share - Continued operations (NOK) 18 34.11 19.16 17.05 Diluted earnings per share - Discontinued operations(NOK) 18 - - 3.96
16 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 17
Ganger Rolf ASA - Group Consolidated Statement of Recognised Income and Expense
(Amounts in NOK 1 000) Note 2007 2006 2005
Foreign exchange translation effects: - Recognised directly in equity -384 933 -116 542 227 433 - Transferred to income statement 241 0 -448 Fair value effects related to financial instruments: - Recognised directly in equity 15 449 24 895 47 447 - Transferred to income statement -482 5 320 -13 909 Change directly to equity in associated companies 0 4 860 106 583 Net dilution (-) / consentration associated companies -12 835 -15 145 -15 554 Changes directly in equity due to cross ownership 88 641 79 248 67 490 Additional tax based on a group contribution (“korreksjonsskatt”) 0 -7 543 0 Other changes directly in equity 3 815 8 072 -21 497 Net income recognised directly in equity -290 104 -16 835 397 545
Profit for the period 1 230 959 702 101 762 121
Total recognised income and expense for the period 940 855 685 267 1 159 666
Attributable to: Equity holders of the parent 940 855 685 267 1 159 666 Total recognised income and expense for the period 940 855 685 267 1 159 666
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 17 18
Ganger Rolf ASA - Group Consolidated Balance Sheet
(Amounts in NOK 1 000) Note 2007 2006
Assets
Non-current assets Deferred tax asset 14 33 360 37 656
Real estate 31 736 33 372 Other fixed assets 6 918 6 987 Property, plant and equipment 11 38 654 40 359
Investments in associates 12 4 169 010 3 151 956 Investments in other shares 13 359 979 347 254 Bonds 13 152 976 156 016 Other receivables 13 136 439 195 426 Pension funds 20 57 629 57 330 Financial fixed assets 4 876 033 3 907 982
Total non-current assets 4 948 047 3 985 997
Current assets Trade receivables 17 497 9 815 Other receivables 177 200 84 816 Trade and other receivables 15 194 697 94 631
Cash and cash equivalents 16 645 023 700 712 Total current assets 839 720 795 343
Total assets 5 787 767 4 781 340
18 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 19
Ganger Rolf ASA - Group Consolidated Balance Sheet
(Amounts in NOK 1 000) Note 2007 2006
Equity and liabilities
Equity Share capital 45 350 45 350 Treasury shares - 548 0 Additional paid in capital 25 920 25 920 Total paid in capital 70 722 71 270
Retained earnings 5 196 506 4 545 029
Total equity 17 5 267 228 4 616 299
Liabilities Employee benefits 20 47 632 45 044 Deferred tax liabilities 14 54 672 19 309 Interest bearing loans and borrowings 19 2 059 88 745 Other non-current liabilities 21 5 977 0
Total non-current liabilities 110 340 153 097
Current tax 10, 14 20 904 0 Dividends payable 358 418 0 Interest bearing liabilities 19 2 141 0 Trade and other payables 21, 22 28 737 11 943
Total current liabilities 410 200 11 943
Total liabilities 520 540 165 041
Total equity and liabilities 5 787 767 4 781 340
Oslo, 31 March 2008 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Anna Synnøve Bye John C. Wallace Andreas Mellbye Anette S. Olsen Chairman Director Director Director Director and CEO
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 19 20
Ganger Rolf ASA - Group Consolidated Cash Flow Statement
(Amounts in NOK 1 000) Note 2007 2006 2005
Cash flow from operating activities Net result after tax 1 230 959 702 101 762 121 Adjustments for: Depreciation 11 28 118 2 730 3 120 Impairment of financial assets 10 437 0 0 Net foreign exchange loss 0 10 189 1 503 Investment income -56 223 -31 354 -21 720 Interest expenses 11 457 19 694 6 427 Share of profit from associated companies 12 -1 222 051 -713 687 -530 903 Net gain (-) / loss on sale of property, plant and equipment -20 -170 161 Net gain on sale of investments -60 340 -55 641 -97 027 Tax expense 60 804 1 581 2 399 Operating profit before changes in working capital and provisions 3 141 -64 557 126 081 Increase (-) / decrease in trade and other receivables -18 967 555 829 32 307 Increase / decrease (-) in current liabilities 19 479 -907 2 630 Cash generated from operations 3 653 490 365 161 018 Interest paid -8 714 -16 558 -3 308 Tax paid 0 -45 511 0 Net profit from discontinued operations 7 0 0 19 352 Gain on sale of discontinued operations, net of tax 7 0 0 -162 854 Net cash from operating activities -5 061 428 296 14 208
Cash flow from investing activities Proceeds from sale of property, plant and equipment 197 058 330 457 Proceeds from sale of investments 101 307 794 055 133 859 Proceeds from sale of operations 7 0 0 203 969 Interests received 36 318 18 300 11 180 Dividends received 266 904 65 488 43 436 Cash flow effect from acquisition of subsidiary 27 344 0 0 Acquisitions of property, plant and equipment -13 149 -3 813 -3 453 Change in other investments 24 045 -367 937 -142 562 Net cash from investing activities 639 827 506 423 246 886
Cash flow from financing activities Increase in borrowings 33 844 249 310 127 288 Repayment of borrowings -246 494 -364 860 -112 688 Purchase of own shares 17 -109 497 0 0 Dividends paid 17 -360 667 -286 612 -149 655 Net cash from financing activities -682 814 -402 162 -135 055 Net increase in cash and cash equivalents -48 048 532 557 126 039 Cash and cash equivalents at 1 January 700 712 168 155 42 116 Effect of exchange rate fluctuations on cash held -7 641 0 0 Cash and cash equivalents at 31 December 16 645 023 700 712 168 155
20 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 21
Ganger Rolf ASA - Group Notes to the Consolidated Financial Statements
Note 1 – Reporting entity
Ganger Rolf ASA (the “Company”) is a com- ended 31 December 2007 comprise the Com- of companies is primarily involved in invest- pany domiciled in Norway. The address of the pany and its subsidiaries (together referred to ments within Energy services, Renewable en- Company’s registered office is Fred Olsens as the “Group of companies” and individually ergy and Shipping. The company is a subsidi- gate 2, Oslo. The consolidated financial state- as “Group of company entities”) and the Group ary of Bonheur ASA and the investments are ments of the Company as at and for the year of companies’ interest in associates. The Group made on a 50/50 basis.
Note 2 – Basis of preparation
(a) Statement of compliance without impact on the reported numbers. The tions that affect the application of accounting The consolidated financial statements have requirements in IFRS 7 and revised IAS 1 have policies and the reported amounts of assets, been prepared in accordance with Interna- however resulted in several new disclosures. liabilities, income and expenses. Actual results tional Financial Reporting Standards (IFRSs), may differ from these estimates. adopted by the European Union, and its inter- b) Basis of measurement pretations, and the disclosure requirements The consolidated financial statements have Estimates and judgements are continually following from the Norwegian Accounting been prepared on the historical cost basis ex- evaluated and are based on historical experi- Act, stock exchange rules and regulations, that cept for the following: ence and other factors, including expectations are mandatory to apply at 31.12.2007. of future events that are believed to be rea- • derivative financial instruments are meas- sonable under the circumstances. Revisions The financial statements were approved by ured at fair value to accounting estimates are recognised in the the Board of Directors on 31 March 2008. Final • available-for-sale financial assets are meas- period in which the estimates are revised and approval of the financial statements is per- ured at fair value in any future periods affected. formed by the General Meeting scheduled at 29 May 2008. Until final approval, the Board The methods used to measure fair values are Judgements made by management in the ap- of Directors has the authority to amend the discussed further in note 4. plication of IFRSs that have significant effect financial statements. on the financial statements and estimates (c) Presentation currency with a significant risk of material adjustment IFRSs and its interpretations that are issued These consolidated financial statements are in the next year are discussed in the follow- prior to 31 March 2008 and that are not yet presented in Norwegian Kroner (NOK), the ing notes: mandatory as at 31.12.2007, are not applied functional currency of Ganger Rolf ASA. All by the Group of companies – i.e. IFRS 8, latest financial information presented in NOK has • Note 10 Income tax expenses IAS 1, revised IFRS 2 and 3, revised IAS 23, 27 been rounded to the nearest thousand. • Note 11 Property, plant and equipment and 32, IFRIC 11, 12, 13 and 14 (IAS 19). These • Note 13 Investments in shares and bonds standards and interpretations are not expect- (d) Use of estimates and judgements • Note 14 Deferred tax assets and liabilities ed to have any impact on the reported num- The preparation of financial statements in • Note 20 Employee benefits bers. The Group of companies has in 2007 ap- conformity with IFRSs requires management • Note 24 Contingencies plied IFRS 7, revised IAS 1, IFRIC 7, 8, 9 and 10 to make judgements, estimates and assump-
Note 3 – Significant accounting policies
The accounting policies set out below have ies (the Group of companies). The Company (ii) Associates (equity method) been applied consistently to all periods pre- normally consolidates subsidiaries when it has Associates are those entities in which the sented in these consolidated financial state- the ability to exercise control through owner- Group of companies has significant influence, ments, and have been applied consistently by ship, directly or indirectly, of more than 50 % of but not control, over the financial and operat- Group of company entities. the voting power, for instance, as set out in the ing policies. Significant influence is presumed Norwegian Public Limited Liability Companies to exist when the Group of companies holds (a) Basis of consolidation Act § 1-3. In addition, the Company must also between 20 and 50 percent of the voting pow- consider other arrangements that provide the er of another entity. Associates are accounted (i) Subsidiaries Company the power, directly or indirectly, to for using the equity method and are initially Subsidiaries are entities controlled by the govern the financial and operating policies of Company. The consolidated financial state- an entity so as to obtain benefits from its ac- ments include the Company and its subsidiar- tivities as determined under IFRS. ...the note continues on the next page
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 21 22
Ganger Rolf ASA - Group Notes
recognised at cost. The Group of companies’ the investment to the extent of the Group of sheet when the Group of companies becomes investment includes goodwill identified on ac- companies’ interest in the investee. Unrealised a party to the contractual provisions of the in- quisition, net of any accumulated impairment losses are eliminated in the same way as unre- struments. losses. The consolidated financial statements alised gains, but only to the extent that there include the Group of companies’ share of the is no evidence of impairment. (i) Non-derivative financial instruments income and expenses and equity movements Non-derivative financial instruments com- of equity accounted investees, after adjust- prise investments in equity and debt securi- ments to align the accounting policies with (b) Foreign currency ties, trade and other receivables, cash and cash those of the Group of companies, from the equivalents, loans and borrowings, and trade date that significant influence commences (i) Foreign currency transactions and other payables. until the date that significant influence ceases. Transactions in foreign currencies are translat- When the Group of companies’ share of losses ed to the respective functional currencies of Non-derivative financial instruments are rec- exceeds its interest in an equity accounted in- Group of company entities at exchange rates ognised initially at fair value plus, for instru- vestee, the carrying amount of that interest (in- at the dates of the transactions. Monetary as- ments not at fair value through profit or loss, cluding any long-term investments) is reduced sets and liabilities denominated in foreign cur- any directly attributable transaction costs. to nil and the recognition of further losses is rencies at the reporting date are retranslated Subsequent to initial recognition non-deriva- discontinued except to the extent that the to the functional currency at the exchange tive financial instruments are measured as de- Group of companies has an obligation or has rate at that date. The foreign currency gain scribed below. made payments on behalf of the associate. or loss on monetary items is the difference between amortised cost in the functional cur- Cash and cash equivalents comprise cash bal- (iii) Acquisitions from entities under rency at the beginning of the period, adjusted ances and call deposits. common control for effective interest and payments during the A business combination involving entities or period, and the amortised cost in foreign cur- Accounting for finance income and expense is businesses under common control for account- rency translated at the exchange rate at the discussed in note 9. ing purposes is a business combination in which end of the period. Non-monetary assets and all of the combining entities or businesses are liabilities denominated in foreign currencies Available-for-sale financial assets ultimately controlled by the same party or par- that are measured at fair value are retranslat- The Group of companies’ investments in eq- ties both before and after the business combi- ed to the functional currency at the exchange uity securities and certain debt securities are nation, and such control is not transitory. rate at the date that the fair value was deter- classified as available-for-sale financial assets. mined. Foreign currency differences arising on Subsequent to initial recognition, they are The accounting treatment of such transac- retranslation are recognised in profit or loss, measured at fair value and changes therein, tions is not covered by IFRS. According to IFRS except for differences arising on the retransla- other than impairment losses, are recognised 3 business combinations under common con- tion of available-for-sale equity instruments, directly in equity. When an investment is dere- trol are not within the scope of the accounting or qualifying cash flow hedges, which are rec- cognised, the cumulative gain or loss in equity standard. The Group of companies’ accounting ognised directly in equity (see (ii) below). is transferred to profit or loss. principle for transactions under common con- trol, including business combinations under (ii) Foreign operations Other common control, must therefore be based on The assets and liabilities of foreign subsidiar- Other non-derivative financial instruments are IAS 8 Accounting Policies, Changes in Account- ies with other functional currency than NOK, measured at amortised cost using the effective ing Estimates and Errors, paragraphs 10-12. are translated into NOK at the exchange rate interest method, less any impairment losses. at the balance sheet date. Revenues and ex- After an overall assessment based on require- penses are translated using average monthly (ii) Derivative financial instruments ments and guidances in accounting standards foreign exchange rate, which approximates The Group of companies holds derivative and interpretations the Group of companies exchange rates on the dates of the transac- financial instruments to hedge its foreign has chosen as accounting principle for all tions. Foreign exchange differences arising currency and interest rate risk exposures. De- transactions under common control that the on translation are recognised directly as a rivatives are recognised initially at fair value; transactions are accounted for at book values. separate component of equity. When a foreign attributable transaction costs are recognised operation is disposed of, in part or in full, the in profit or loss when incurred. Subsequent to (iv) Transactions eliminated on consolidation relevant amount of the component in equity initial recognition, derivatives are measured at Intra-group of companies’ balances and trans- is transferred to profit or loss. fair value, and changes therein are accounted actions, and any realised and unrealised in- for as described below. come and expenses arising from intra-group of companies’ transactions, are eliminated in (c) Financial instruments An embedded derivative is separated from the preparing the consolidated financial state- host contract and accounted for as a derivative ments. Unrealised gains arising from transac- Financial assets and financial liabilities are rec- if: the economic characteristics and risks of the tions with associates are eliminated against ognized on the Group of companies’ balance embedded derivative are not closely related to
22 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 23
Ganger Rolf ASA - Group Notes
the economic characteristics and risks of the (ii) Depreciation to determine whether there is any indication host contract; a separate instrument with the Depreciation is recognised in profit or loss on of impairment. If any such indication exists, same terms as the embedded derivative would a straight-line basis over the estimated useful then the asset’s recoverable amount is esti- meet the definition of a derivative; and the com- lives of each part of an item of property, plant mated. bined instrument is not measured at fair value and equipment with changes in fair value recognised in profit or loss. After separation the derivative and the The estimated useful lives for the current and (f) Employee benefits host contract are measured in accordance with comparative periods are as follows: their respective principles of valuation. (i) Defined benefit plans Buildings 25 years The Group of companies’ net obligation in re- Economic hedges Machinery and Equipment 3 to 10 years spect of defined benefit pension plans is cal- Hedge accounting is not applied to derivative Cars 7 years culated separately for each plan by estimating instruments that economically hedge mone- IT Equipment 5 years the present value of future benefits that em- tary assets and liabilities denominated in for- Furniture and fixtures 5 years ployees have earned in return for their services eign currencies. Changes in the fair value of in the current and prior periods; that benefit such derivatives are recognised in profit or loss is discounted to determine its present value. as part of foreign currency gains and losses. (e) Impairment Any unrecognised past service costs and the fair value of any plan assets are deducted. The (iii) Share capital (i) Financial assets discount rate is based on the 10-year Govern- Ordinary shares A financial asset is assessed at each reporting ment bonds yield as per year end, adjusted to Shares are classified as equity. Incremental date to determine whether there is any objec- reflect the terms of the Groups of companies’ costs directly attributable to the issue of shares tive evidence that it is impaired. A financial obligations. The calculation is performed by are recognised as a deduction from equity, net asset is considered to be impaired if objective a qualified actuary using the projected unit of any tax effects. evidence indicates that one or more events credit method. have had a negative effect on the estimated Repurchase of share capital (treasury shares) future cash flows of that asset. When the calculation results in a benefit to the When share capital recognised as equity is Group of companies, the recognised asset is repurchased, the amount of the considera- An impairment loss in respect of a financial as- limited to the net total of any unrecognised tion paid, which includes directly attributable set measured at amortised cost is calculated past service costs and the present value of any costs, net of any tax effects, is recognised as as the difference between its carrying amount, future refunds from the plan or reductions in a deduction from equity, as treasury shares. and the present value of the estimated future future contributions to the plan. When treasury shares are sold or reissued sub- cash flows discounted at the original effective sequently, the amount received is recognised interest rate. An impairment loss in respect of Cumulative actuarial gains or losses that arise as an increase in equity, and the resulting sur- an available-for-sale financial asset is calcu- subsequent to 1 January 2004, and which ex- plus or deficit on the transaction is transferred lated by reference to its fair value. ceeds 10 per cent of the greater of the defined to / from retained earnings. benefit obligation and the fair value of plan All impairment losses are recognised in profit assets, is recognised in the income statement or loss. Any cumulative loss in respect of an over the expected average remaining working (d) Property, plant and equipment available-for-sale financial asset recognised lives of the employees. previously in equity is transferred to profit or (i) Recognition and measurement loss. When benefits of a plan are improved, the por- Items of property, plant and equipment are tion of the increased benefit relating to past measured at cost less accumulated deprecia- An impairment loss is reversed if the reversal service is recognised as an expense in the in- tion and accumulated impairment losses. Cost can be related objectively to an event occur- come statement on a straight-line basis until includes expenditure that is directly attribut- ring after the impairment loss was recognised. the benefits become vested. To the extent that able to the acquisition of the asset. When parts For financial assets measured at amortised the benefits vest immediately, the expense is of an item of property, plant and equipment cost and available-for-sale financial assets that recognised in the income statement. have different useful lives, they are accounted are debt securities, the reversal is recognised for separately. in profit or loss. For available-for-sale financial (ii) Short-term benefits assets that are equity securities, the reversal is Short-term employee benefit obligations are Gains and losses on disposal of an item of recognised directly in equity. measured on an undiscounted basis and are property, plant and equipment are deter- expensed as the related service is provided. mined by comparing the proceeds from dis- (ii) Non-financial assets posal with the carrying amount of property, The carrying amounts of the Group of compa- plant and equipment and are recognised in nies’ non-financial assets, other than deferred profit or loss. tax assets, are reviewed at each reporting date ...the note continues on the next page
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 23 24
Ganger Rolf ASA - Group Notes
A liability is recognised for the amount expect- (j) Income tax probable that the related tax benefit will be ed to be paid under short-term cash bonus or realised. profit-sharing plans if the Group of companies Income tax expense comprises current and has a present legal or constructive obligation deferred tax. Income tax expense is recog- According to the Norwegian tonnage tax re- to pay this amount as a result of past service nised in profit or loss except to the extent that gime in force until 1 January 2007, deferred provided by the employee and the obligation it relates to items recognised directly in equity. tax related to the obligations became due for can be estimated reliably. Significant judgement is required in determin- payment only if the company withdrew from ing the provision for income taxes. There are the regime, or if a dividend was paid. The par- many transactions and calculations for which ent company of the Group of companies’ ton- (g) Provisions the ultimate tax determination is uncertain nage tax company were not expected to claim during the ordinary course of business. The dividend from their tonnage tax subsidiary in A provision is recognised if, as a result of a Group of companies recognise liabilities for the foreseeable future due to the financial past event, the Group of companies have a anticipated tax issues based on best estimate strengths. Furthermore the company had no present legal or constructive obligation that of whether additional taxes will be due. Where plans of leaving the tax regime. For these rea- can be estimated reliably, and it is probable the final tax outcome of these matters is dif- sons no provision for deferred tax was recog- that an outflow of economic benefits will be ferent from the amounts that were initially re- nised until leaving the tax regime or dividend required to settle the obligation. Provisions corded, such difference will impact the income payment. are determined by discounting the expected tax and deferred tax provisions in the period in future cash flows at a pre-tax rate that reflects which such determination is made. As from 1 January 2007 the Norwegian ton- current market assessments of the time value nage tax regime was changed. The subsidiary of money and the risks specific to the liability. Current tax is the expected tax payable on the operating within the tonnage tax regime may taxable income for the year, using tax rates en- decide to leave the regime. The tax effect from acted or substantively enacted at the report- the withdrawal is recognised in profit or loss. (h) Revenue ing date, and any adjustment to tax payable in respect of previous years. Charter-hire (k) Cash flow statement Revenue derived from charter-hire contracts Deferred tax is recognised using the balance are recognised in the period that services are sheet method, providing for temporary dif- The cash flow statement reports cash flows rendered at rates established in the relevant ferences between the carrying amounts of during the period classified by operating, contracts. assets and liabilities for financial reporting investing and financing activities and the purposes and the amounts used for taxation Group of companies use the indirect method purposes. Deferred tax is not recognised for to present the cash flow statement. (i) Finance income and expenses the initial recognition of assets or liabilities in a transaction that is not a business combina- Finance income comprises interest income on tion and that affects neither accounting nor (l) Earnings per share funds invested (including available-for-sale fi- taxable profit, or for taxable temporary dif- nancial assets), dividend income, gains on the ferences arising on the initial recognition of The Group of companies present basic and disposal of available-for-sale financial assets goodwill. Deferred tax is measured using the diluted earnings per share (EPS) data for its and changes in the fair value of financial assets tax rates that are based on the laws that have shares. Basic EPS is calculated by dividing at fair value through profit or loss. Interest in- been enacted or substantively enacted by the the profit or loss attributable to sharehold- come is recognised as it accrues in profit or loss, reporting date. Deferred tax assets and liabili- ers of the Company by the weighted average using the effective interest method. Dividend ties are offset if there is a legally enforceable number of shares outstanding during the peri- income is recognised in profit or loss on the right to offset current tax liabilities and assets, od. Diluted EPS is determined by adjusting the date that the Group of companies’ right to re- and they relate to income taxes levied by the profit or loss attributable to shareholders and ceive payment is established, which in the case same tax authority on the same taxable entity, the weighted average number of shares out- of quoted securities is the ex-dividend date. or on different tax entities, but they intend to standing for the effects of all dilutive potential settle current tax liabilities and assets on a net shares, which comprise convertible notes and Finance expenses comprise interest expense basis or their tax assets and liabilities will be share options in an associate. on borrowings, unwinding of the discount on realised simultaneously. provisions, changes in the fair value of finan- cial assets at fair value through profit or loss A deferred tax asset is recognised to the extent (m) Segment reporting and impairment losses recognised on finan- that it is probable that future taxable profits cial assets. All borrowing costs are recognised will be available against which the temporary A segment is a distinguishable component of in profit or loss using the effective interest difference can be utilised. Deferred tax as- the Group of companies that is engaged ei- method. Foreign currency gains and losses sets are reviewed at each reporting date and ther in providing related products or services are reported on a net basis. are reduced to the extent that it is no longer (business segment), or in providing products
24 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 25
Ganger Rolf ASA - Group Notes
or services within a particular economic en- Inter-segment pricing is determined on an (n) Events after the balance sheet date vironment (geographical segment), which is arm’s length basis. subject to risks and returns that are different Information about the Group of companies’ from those of other segments. Segment infor- Segment results, assets and liabilities include financial position occurring after the balance mation is presented in respect of the Group items directly attributable to a segment as sheet date, is taken into account in the finan- of companies’ business and geographical well as those that can be allocated on a rea- cial statements. Significant events after the segments. The Group of companies’ primary sonable basis. balance sheet date that do not influence the format for segment reporting is based on Group of companies’ financial position at the business segments. The business segments Segment capital expenditure is the total cost balance sheet date, but may have impact on are determined based on the Group of com- incurred during the period to acquire proper- the Group of companies’ future financial posi- panies’ management and internal reporting ty, plant and equipment, and intangible assets tion, is disclosed. See note 27 in the financial structure. other than goodwill. statements for further details.
Note 4 – Determination of fair values
A number of the Group of companies’ ac- (ii) Trade and other receivables the balance sheet date, taking into account counting policies and disclosures require the The fair value of trade and other receivables, current interest rates and the counterparty’s determination of fair value, for both financial excluding construction work in progress, is credit rating. and non-financial assets and liabilities. Fair estimated as the present value of future cash values have been determined for measure- flows, discounted at the market rate of interest (iv) Non-derivative financial liabilities ment and / or disclosure purposes based on at the reporting date. Fair value, which is determined for disclosure the following methods. When applicable, fur- purposes, is calculated based on the present ther information about the assumptions made (iii) Derivatives value of future principal and interest cash in determining fair values is disclosed in the The fair value of forward exchange contracts is flows, discounted at the market rate of interest notes specific to that asset or liability. based on their listed market price, if available. at the reporting date. In respect of the liability If a listed market price is not available, then component of convertible notes, the market (i) Investments in equity and debt securities fair value is estimated by discounting the dif- rate of interest is determined by reference to The fair value of financial assets at fair value ference between the contractual forward price similar liabilities that do not have a conversion through profit or loss and available-for-sale and the current forward price for the residual option. For finance leases the market rate of financial assets is determined by reference to maturity of the contract using a risk-free inter- interest is determined by reference to similar their quoted bid price at the reporting date. est rate (based on government bonds). lease agreements.
If such a quoted bid price does not exist at the The fair value of interest rate swaps is the es- balance sheet date, the latest known trading timated amount that the Group of companies price is used as an estimate of the fair value. would receive or pay to terminate the swap at
Note 5 – Financial risk management
Ganger Rolf ASA (the Company) and its sub- The monitoring within the business segments Financial market risk sidiaries (The Group of companies) and asso- is carried out by these respective companies, Currency risk ciates are exposed to certain financial risks re- in accordance with their respective policies The Group of companies’ financial statements lated to its activities. The main investments are and procedures, through internal reporting is presented in NOK. The Group of companies’ in associates within various business segments and online based information of movements revenues consists primarily of GBP and NOK as described in note 1, 6 and 12. Some major and market values of relevant financial instru- with GBP as the most dominant currency. The investments are also classified as available for ments. Reports on the companies’ financial Group of companies’ expenses is primarily in sale, as described in note 13. The Company is risk exposure are regularly submitted to the NOK. As such, the Group of companies’ earn- a subsidiary of Bonheur ASA. At the same time respective Group of company entities’ Board ings is exposed to fluctuations in the currency Bonheur ASA is an associate due to the Com- of directors. pany’s investment of 20.7% in Bonheur ASA. All major investments are normally carried out For more detailed information – see note 13 on a 50/50 – basis with Bonheur ASA. ...the note continues on the next page
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 25 26
Ganger Rolf ASA - Group Notes
market. The GBP revenues were mainly bare- The Group’s short-term investments are limit- eral Meetings in December and paid to the boat hire from a vessel amounting to 86% of ed to reputable money market funds and cash shareholders in early January 2008 amounted total revenues in 2007. As at year end the ves- deposits in the Group’s relationship banks. to NOK 358 million in Ganger Rolf ASA. sel was sold to an associate, and the 2008 rev- Derivative financial instruments are normally enues are expected to arise in NOK only. entered into with the Group’s main relation- Taking into account estimated revenues, pro- ship banks. posed dividend payments and planned capital Associates are accounted for using the equity investments, the Group of companies regard method. These companies’ financial statements Liquidity risk: the liquidity risk to be moderate. are presented in various currencies such as Gross interest bearing debt of the Group of NOK, USD and GBP. As such the Group of com- companies at year end was NOK 4.2 million The Group of companies is in compliance with panies is exposed to currency fluctuations via (2006: NOK 88.7 million). Cash and cash equiv- covenants in all external loans. the net result after tax from its associates. alents amounted to NOK 645 million (2006: NOK 701 million).). Equity to assets ratio was Capital Management Also changes in oil and electricity prices will 91% (2006: 96 %). The objective of the Group of companies is to affect the Group of companies indirectly via its have a healthy financial position in order to associates and the risk for the Group of com- In addition the Group of companies had an maintain market confidence and sustain fu- panies is considered to be moderate. unused credit facility of NOK 205 million at ture development of the business. The Group year end (2006: NOK 239 million). of companies monitors the capital structure Interest rate risk and return on capital on a continuous basis, The Group of companies is exposed to interest Compared to total assets, investments in as- with the aim to maintain a strong capital base rate fluctuations, as loans are frequently based sociates comprise 72%, investments in other while maximizing the return on capital. on floating interest rates. By the turn of the shares and bonds classified as available for year, all loans within the group of companies sale comprise 9%, while other receivables and The majority of the Group of companies’ free and to associates were based on floating inter- pension funds comprise 3%. Current assets available cash and cash equivalents have tradi- est rates. The major part of loan to associates comprise 14% of total assets, of which 11% is tionally been held as bank deposits, however, is to Bonheur ASA. cash and cash equivalents. investments in short- and long-term securities are made from time to time. Capital manage- Credit risk Planned investments going forward are main- ment within the various business segments The Group of companies continuously evalu- ly related to remaining investments within is carried out by these respective companies, ates the credit risk associated with customers associates. based on their respective policies and proce- and other debtors. When considered neces- dures. sary the Group of companies seek to obtain Dividend payments amounted to NOK 361 certain guarantees. The credit-risk within the million in Ganger Rolf ASA, representing an Group of companies is in general considered increase of NOK 74 million from the previous to be low as the main receivables are bonds year. In addition, the extraordinary dividend and loans to associates. payments resolved by the Extraordinary Gen-
Note 6 - Segment reporting
Energy services 1) Renewable energy 2) (Amounts in NOK 1 000) 2007 2006 2005 2007 2006 2005
Total operating income 0 0 0 0 0 0 Operating costs 0 0 0 0 0 0 Depreciation 0 0 0 0 0 0 Operating result 0 0 0 0 0 0 Share of profit in associates 967 743 477 937 36 681 16 785 3 552 -12 989 Profit for the year 0 0 0 0 0 0 Investments in associates 1 958 286 1 360 829 1 043 157 245 043 248 257 213 805 Total assets (incl. associates) 0 0 0 0 0 0 Total liabilities 0 0 0 0 0 0 Capital expenditures 0 0 0 0 0 0
26 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 27
Ganger Rolf ASA - Group Notes
Shipping 3) Other investments 4) (Amounts in NOK 1 000) 2007 2006 2005 2007 2006 2005
Operating income 33 321 0 0 5 337 1 757 2 631 Operating costs -491 0 0 -36 555 -38 823 -33 526 Depreciation -17 468 0 0 -10 650 -2 730 -3 120 Operating result 15 362 0 0 -41 868 -39 796 -34 015 Share of profit in associates 61 968 72 739 384 791 175 554 159 458 122 419 Profit for the year 11 737 0 0 1 219 222 702 101 618 619 Investments in associates 1 154 628 816 114 1 005 597 811 053 726 755 670 604 Total assets (incl. associates) 140 107 0 0 5 647 660 4 781 340 3 973 183 Total liabilities 123 991 0 0 396 549 165 041 275 523 Capital expenditures 11 654 0 0 1 495 3 814 3 453
Group of companies Continued operation Discontinued operation 5) Total (Amounts in NOK 1 000) 2007 2006 2005 2007 2006 2005 2007 2006 2005
Operating income 38 658 1 757 2 631 0 0 0 38 658 1 757 2 631 Operating costs -37 046 -38 823 -33 526 0 0 0 -37 046 -38 823 -33 526 Depreciation -28 118 -2 730 -3 120 0 0 0 -28 118 -2 730 -3 120 Operating result -26 506 -39 796 -34 015 0 0 0 -26 506 -39 796 -34 015 Share of profit in associates 1 222 051 713 687 530 903 0 0 -19 352 1 222 051 713 687 511 551 Profit for the year 1 230 959 702 101 618 619 0 0 143 502 1 230 959 702 101 762 121 Investments in associates 4 169 010 3 151 956 2 933 164 0 0 0 4 169 010 3 151 956 2 933 164 Total assets (incl. assoc.) 5 787 767 4 781 340 3 973 183 0 0 0 5 787 767 4 781 340 3 973 183 Total liabilities 520 540 165 041 275 523 0 0 0 520 540 165 041 275 523 Capital expenditures 13 149 3 814 3 453 0 0 0 13 149 3 814 3 453
For further information, please refer to note 12.
From fourth quarter 2006 the previous split in business segments was changed and was subdivided into the following areas:
1) Energy services Offshore drilling: Fred. Olsen Energy ASA (01.01.-30.06: 27.00%, 01.07-31.12: 26.71%) and the rig Bulford Dolphin (01.01.- 21.11: 50%). Floating production: Fred. Olsen Production AS (01.01.-12.02: 50%, 13.02.-30.06: 28.85%, 01.07-31.12: 30.77%).
2) Renewable energy Fred. Olsen Renewables AS (50%).
3) Shipping Tankers: First Olsen Ltd - Tankers (50%). Cruise: Fred. Olsen Cruise Lines Ltd (50%) and Fred. Olsen Cruise Lines pte Ltd (50%). Other shipping activities: First Olsen Ltd - Other shipping activities (50%) and Comarit SA (27.5%).
4) Other investments Fred. Olsen Travel AS (50%), Fred. Olsen Brokers AS (50%), Fred. Olsen Fly- og Luftmateriell AS (50%), Stavnes Byggeselskap AS (50%), Oslo Shipholding AS (50%), Tusenfryd AS (25%), Genomar AS (22.43%), Bonheur ASA (20.70%) and First Olsen Ltd - Others (50%).
5) The airline Sterling, an associate of Ganger Rolf ASA, was sold in 2005, and is included in the segment “Other investments”. The airline was in 2005 included in a former segment, “Transportation”. The transportation segment was in 2005 discontinued, following from the sale of Sterling. For further information, please refer to note 7, “Discontinued operations”.
The group of companies’ operating income and capital expenditures are originating in Norway.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 27 28
Ganger Rolf ASA - Group Notes
Note 7 – Discontinued operations
On 25th April 2005 the Group of companies sold all of its remaining activities within the former business segment Transportation, through the disposal of the airline company Sterling, at that time an associate of Ganger Rolf ASA. The Ganger Rolf Group of companies’ share of the sales price was DKK 187.5 million (NOK 205.3 million). Sales gain for the Ganger Rolf Group of companies was NOK 224.8 million including a negative result for Sterling in the period from 1st January to 25th April of NOK 26.9 million. The total gain after tax was NOK 143.5 million.
The Group of companies’ share of the sale of Sterling
(Amounts in NOK 1 000) 2007 2006 2005
Net sales proceeds - - 203 969 Book value - - -20 859 Gain on sale - - 224 828 Estimated tax cost on gain - - -62 952 Moved from equity to income statement - - 978 Gain on sale of discontinued operations - - 162 854
Loss in period - - -26 878 Estimated tax income from loss in period - - 7 526 Net result from discontinued operations - - -19 352
Net profit from discontinued operations - - 143 502
Note 8 – Personnel and other operating expenses
Ganger Rolf ASA (the Company) has no employees apart from its Managing Director. Pursuant to a separate agreement with Fred. Olsen & Co. on certain administrative services comprising financial, accounting and legal services, the Company was in 2007 charged with a service fee of NOK 18.9 million inclusive of remuneration to the Managing Director on behalf of the Company.
In addition to the above, Fred. Olsen & Co. for the same period also invoiced subsidiaries of Ganger Rolf ASA and other Fred. Olsen related companies for the same or similar kind of services, according to separate agreements.
(Amounts in NOK 1 000) Note 2007 2006 2005
Salaries etc. Salaries 0 0 0 Social security costs *) 178 542 81 Employee benefits (pension costs) 20 4 541 11 265 9 724 Administration costs Fred. Olsen & Co. 18 875 15 951 14 619 Total 23 594 27 758 24 424
Loan to employees Loan to employees 0 0 0
Professional fees to the auditors Statutory audit 435 1 028 749 Other attestation services 7 11 123 Tax advice 247 190 223 Other services outside the audit scope 567 717 471 Total (VAT exclusive) 1 256 1 946 1 566
*) Relating to pension paid to the Chairman of the Board.
28 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 29
Ganger Rolf ASA - Group Notes
Note 9 – Finance income and expense
Recognised in profit or loss
(Amounts in NOK 1 000) 2007 2006 2005
Interest income on available-for-sale financial assets 7 066 7 860 8 943 Interest income on receivables 13 066 9 308 8 229 Interest income on bank deposits 28 099 7 225 2 385 Interest income 48 231 24 393 19 557
Dividend income on available-for-sale financial assets 7 992 6 961 4 574 Net gain on disposal of available-for-sale financial assets recognised directly in profit or loss 1 165 57 615 97 209 Foreign exchange gain 8 910 19 766 10 659 Gain on sale of associate (Tusenfryd AS) 61 884 0 0 Gain on remeasurement of investments at fair value 1 237 11 342 8 924 Other finance income 10 272 3 953 11 012 Other finance income 91 460 99 637 132 378
Interest expense on loans from associates measured at amortised cost -3 156 -3 765 -3 073 Interest expense on financial liabilities measured at amortised cost -8 301 -15 929 -3 396 Interest expense -11 457 -19 694 -6 469
Foreign exchange loss -14 583 -65 183 -10 845 Net change in fair value of financial assets at fair value through profit or loss - classified as held for trading -3 834 -6 627 -9 841 Loss on sale of secruities -13 163 -1 974 -182 Other finance expense -436 -762 -469 Other finance expense -32 016 -74 546 -21 337 Net finance expense recognised in profit or loss 96 218 29 791 124 129
Note 10 - Income tax expense
(Amounts in NOK 1 000) 2007 2006 2005
Current tax expense Current period 36 749 1 222 0
Deferred tax expense Origination and reversal of temporary differences 24 055 359 49 403 Adjustments for prior years 0 0 8 422 60 804 1 581 57 825
Income tax expense from continuing operations 60 804 1 581 2 399 Income tax from discontinued operation 0 0 55 426 60 804 1 581 57 825
...the note continues on the next page
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 29 30
Ganger Rolf ASA - Group Notes
Reconciliation of effective tax rate (Amounts in NOK 1 000) 2007 2007 2006 2006 2005 2005
Profit for the period from continuing operations 1 230 959 702 101 618 619 Profit for the period from discontinued operations 0 0 143 502 Total income tax expense 60 804 1 581 57 825 Profit before income tax 1 291 763 703 682 819 946
Income tax using the Company’s domestic tax rate 28.0 % 361 694 28.0 % 197 031 28.0 % 229 585 Effect of profit from associates (includes tax) -26.5 % -342 174 -28.4 % -199 832 -18.1 % -148 653 Effect of retirement from the Norwegian tonnage tax regime *) 3.5 % 45 750 0.0 % 0 0.0 % 0 Adjustments for prior year 0.4 % 4 876 0.7 % 4 785 1.4 % 11 365 Non-deductible expenses 0.2 % 2 318 0.5 % 3 646 0.1 % 488 Other permanent differences 0.5 % 5 941 -0.2 % -1 668 -0.8 % -6 512 Tax free gain on shares -1.2 % -15 364 -0.1 % -431 -3.3 % -27 168 Tax free dividend -0.2 % -2 237 -0.3 % -1 949 -0.2 % -1 281 4.7 % 60 804 0.2 % 1 582 7.1 % 57 824
From discontinued operations 0 0 55 426 From continuing operations 60 804 1 581 2 399
The figures for 2007 are based on provisional estimates of tax free income, non-tax deductible costs and differences in periodic calculations between financial statemens and tax accounts. The actual tax costs will be determined when the tax return is finally approved. Actual tax costs may deviate from the provisional estimated tax.
*) In October the Norwegian government introduced new tax legislation for shipping companies in Norway. The new legislation is intended to be more in line with tonnage tax legislation within the EU and will have effect from January 2007.
If entering this new legislation, tax-exempt income from the present tonnage tax system built up during the past eleven years will be taxed at 28%, of which 2/3 will be payable with 1/10 each year in the coming period of 10 years. The remaining 1/3 will be exempted from tax, provided this amount is being invested into qualifying environmental measures within year end 2022. The tax cost is calculated by using 28% on the basis and thereafter discounted using a discounting rate after tax of 3.8%.
If not entering this new legislation, the tax-exempt income and unrealized gain on assets will be added to a gain and loss account taxvice, and entered as taxable income with 20% of balance each year.
The Ganger Rolf group included at year end 2006 one company which was subject to the old Norwegian tonnage tax system. This was Fred. Olsen Shipping AS (FOS). In the 2007 financial statements it is assumed that FOS, which previously was one of the owning companies of MV Black Watch, leaves the Norwegian tonnage tax system. The matter is still under consideration. Provided that the preliminary decision remain unchanged, total tax for the company has been calculated to approximately 46 million as tax expense.
Payable tax is shown in the balance sheet as follows:
(Amounts in NOK 1 000) 2007 2006
Current tax 20 904 0
Income tax recognised directly in equity (Amounts in NOK 1 000) 2007 2006 2005
Available-for-sale financial assets 606 574 3 967 Total income tax recognised directly in equity 606 574 3 967
30 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 31
Ganger Rolf ASA - Group Notes
Note 11 – Property, plant and equipment
Other (Amounts in NOK 1 000) Vessels 2) Real estate fixed assets Total
Cost Balance at 1 January 2006 0 46 797 17 713 64 510 Acquisitions 0 1 320 2 494 3 814 Disposals 0 0 -897 -897 Balance at 31 December 2006 0 48 117 19 310 67 427
Balance at 1 January 2007 0 48 117 19 310 67 427 Acquisition of subsidiary 325 040 325 040 Acquisitions 11 654 0 1 495 13 149 Disposals -289 417 0 -1 284 -290 701 Currency differences -47 277 0 0 -47 277 Balance at 31 December 2007 0 48 117 19 521 67 638
Depreciation and impairment losses Balance at 1 January 2006 0 13 124 11 950 25 075 Depreciation charge for the year 0 1 621 1 109 2 730 Disposals 0 0 -736 -736 Balance at 31 December 2006 0 14 745 12 323 27 069
Balance at 1 January 2007 0 14 745 12 323 27 069 Acquisition of subsidiary 154 953 154 953 Depreciation charge for the year 25 432 1 636 1 050 28 118 Disposals -150 325 0 -770 -151 095 Currency differences -30 060 0 0 -30 060 Balance at 31 December 2007 0 16 381 12 603 28 985
Carrying amounts At 1 January 2006 0 33 673 5 763 39 436 At 31 December 2006 0 33 372 6 987 40 359
At 1 January 2007 0 33 372 6 987 40 359 At 31 December 2007 0 31 736 6 918 38 654
Expected economic life 25 years 1) Depreciation schedule is linear for all categories
1) Fixtures and office equipment: 10 years, cars: 7 years, IT equipment: 5 years
2) The company Borgå AS was per 1 January 2007 demerged and 50% of the company’s assets were transferred to the new company Borgå II AS. After the demerger Borgå AS was owned 100% by Ganger Rolf ASA and Borgå II AS was owned 100% by Bonheur ASA. The only fixed asset in the 2 companies was the cruise vessel MV Black Watch. In December 2007 the vessel was sold to an associated company of Ganger Rolf. The vessel was sold at market value.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 31 32
Ganger Rolf ASA - Group Notes
Note 12 – Investments in associates 1)
(Amounts in NOK 1 000) First Olsen Ltd. Fred. Olsen Fred. Olsen (Bermuda) Energy Renewables group of Comarit group group companies group TusenFryd AS Consolidated 2) 3) 4) 10) 5) 6)
Date of acquisition 01.07.1997 14.06.2001 02.09.1993 13.04.1984 30.11.2002 Business office Oslo Oslo Hamilton Tanger Oslo Ganger Rolf Group of companies’ ownership 2006 27.06% 50.00% 50.00% 27.50% 25.00% Ganger Rolf Group of companies’ percentage of votes 2006 27.06% 50.00% 50.00% 25.00% 25.00% Ganger Rolf Group of companies’ ownership 2007 26.71% 50.00% 50.00% 27.50% 0.00% Ganger Rolf Group of companies’ percentage of votes 2007 26.71% 50.00% 50.00% 25.00% 0.00%
Share of equity per 31.12.2006 961 916 248 257 865 271 30 777 33 685 Profit from the company accounts 373 539 17 398 637 702 -2 273 4 441 Eliminations 22 808 -613 -22 433 1 222 0 Net profit included in Ganger Rolf Group of companies 396 348 16 785 615 269 -1 052 4 441
Treasury shares 3 0 -57 0 0 Increase in share capital 0 0 597 057 0 0 Converted bonds / loans 15 498 0 0 0 0 Currency translation differences -170 703 -17 071 -156 910 -2 090 0 Dividends -178 144 0 0 0 -5 619 Movement in fair value reserve -1 105 -1 651 0 0 0 Net consentration / dilution (-) effects -12 835 0 0 0 0 Acquisition of / sale of shares 0 -6 243 -67 656 0 -32 508 Eliminations of internal gains 0 0 -99 257 0 0 Other equity movements 419 4 966 -30 166 0 0 Transition to subsidiary 0 0 0 0 0 Share of equity per 31.12.2007 1 011 396 245 043 1 723 550 27 636 0 Fair value of the investment 5 290 871
Investments owned 50% by Ganger Rolf ASA are classified as associates if the investment is classified as a subsidiary by the Bonheur Group of com- panies.
1) The presentation shows the accounts for the most significant associates. 2) Fair value is determined by using the stock price of these listed companies as per 31.12. 3) During 2007 Ganger Rolf ASA’s (GRO) investment in Fred. Olsen Energy (FOE) has been reduced. This is mainly due to conversion to shares by external bondholders of the convertible subordinated bond issued by FOE. 4) Fred. Olsen Cruise Lines (Holding) Ltd (FOCL) is owned by First Olsen Ltd. (FOL) and consolidated by the FOL group in the above table. The FOCL account is shown together with Borgå group and Fred. Olsen Cruise Lines Pte in the table above as these companies constitute the business area “cruise”. Share of result from FOL group is exclusive FOCL, while share of equity from FOL is inclusive FOCL in the table above in the same way as presented in the note for the year 2006. In addition FOL includes Fred. Olsen Production ASA. 5) In 2006 the Group of companies increased its ownership in Comarit from 25% to 27.5%. The shareholders agreement establish that all decisions require a majority of 3/4, and GRO’s share of the votes is still considered 25%. Comarit is accounted for using the equity method, however with 27.5%. GRO’s share of any dividends from Comarit is 27.5%. 6) The investment in TusenFryd AS was sold in 2007. See note 9. 10) The associated company First Olsen Shipping AS has received a notice of change from Oslo Likningskontor (Inland Revenue) regarding taxable income for 2003. The proposed change is due to absence of a carry-forward tax deficit which will cause a tax payable of NOK 169 million, of which half of the amount will have an effect in the consolidated income statement of Ganger Rolf. The company has appealed the notice of change.
32 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 33
Ganger Rolf ASA - Group Notes
(Amounts in NOK 1 000) Fred. Olsen Fred. Olsen Bonheur Borgå Cruise Lines Cruise Lines group of Other group (Holding) Ltd Pte Ltd Companies associates Total Consolidated 7) 4) 2) 8) 9)
Date of acquisition 04.03.1991 23.11.2005 Business office Oslo UK Singapore Oslo Ganger Rolf Group of companies’ ownership 2006 50.00% 50.00% 50.00% 20.70% Ganger Rolf Group of companies’ percentage of votes 2006 50.00% 50.00% 50.00% 20.70% Ganger Rolf Group of companies’ ownership 2007 0.00% 50.00% 50.00% 20.70% Ganger Rolf Group of companies’ percentage of votes 2007 0.00% 50.00% 50.00% 20.70%
Share of equity per 31.12.2006 30 641 0 213 633 753 105 14 670 3 151 956 Profit from the company accounts 0 -30 141 56 749 209 866 -308 1 266 973 Eliminations 0 133 112 -178 485 0 -534 -44 922 Net profit included in Ganger Rolf Group of companies 0 102 971 -121 736 209 866 -841 1 222 051
Treasury shares 0 0 -11 0 -66 Increase in share capital 0 0 123 594 0 720 651 Converted bonds / loans 0 0 3 208 0 18 706 Currency translation differences 0 -29 410 -79 655 0 -455 838 Dividends 0 0 -150 297 0 -334 060 Movement in fair value reserve 0 0 2 352 0 -404 Net consentration / dilution (-) effects 0 0 -2 657 0 -15 492 Acquisition of / sale of shares 0 0 -37 878 9 000 -135 285 Eliminations of internal gains 0 41 826 0 0 -57 431 Other equity movements 0 -102 971 132 926 79 688 0 84 862 Transition to subsidiary -30 641 0 0 0 -30 641 Share of equity per 31.12.2007 0 0 237 240 901 395 22 828 4 169 010 Fair value of the investment 2 068 692
Investments owned 50% by Ganger Rolf ASA are classified as associates if the investment is classified as a subsidiary by the Bonheur Group of com- panies.
2) Fair value is determined by using the stock price of these listed companies as per 31.12. 4) Fred. Olsen Cruise Lines (Holding) Ltd (FOCL) is owned by First Olsen Ltd. (FOL) and consolidated by the FOL group in the above table. The FOCL account is shown together with Borgå group and Fred. Olsen Cruise Lines Pte in the table above as these companies constitute the business area “cruise”. Share of result from FOL group is exclusive FOCL, while share of equity from FOL is inclusive FOCL in the table above in the same way as presented in the note for the year 2006. 7) A company within the Borgå group withdrew from the Norwegian tonnage tax regime per 1 January 2007. In 2007 Borgå AS was demerged into two companies, Borgå AS and Borgå II AS, where Borgå AS became a 100% owned subsidiary of Ganger Rolf ASA and Borgå II AS of Bonheur ASA. 8) In fourth quarter 2006 Ganger Rolf ASA (GRO) purchased 484,000 shares in Bonheur ASA (BON), and increased its ownership to 20.7%. The invest- ment has been accounted for using the equity method as from 2004. As from fourth quarter 2006 GRO is considered a subsidiary of BON. Share of equity in BON is presented excluding the crossowner-effect from GRO. 9) Including Fred. Olsen Travel AS, Fred. Olsen Brokers AS, Fred. Olsen Fly- og Luftmateriell AS, Stavnes Byggeselskap AS, Oslo Shipholding AS and Genomar AS.
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Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 33 34
Ganger Rolf ASA - Group Notes
Summary financial information for equity accounted investees, not adjusted for the percentage ownership held by the Group of companies.
Fred. Olsen First Olsen Ltd. Energy Fred. Olsen Renewables (Bermuda) Comarit Group of companies Group of companies Group of companies 1) Group of companies (Amounts in NOK 1 000) 2007 2006 2007 2006 2007 2006 2007 2006
Operating income 4 266 437 4 048 184 300 736 230 023 2 082 482 2 254 050 632 492 667 521 Operating expenses -2 321 493 -2 339 146 -86 157 -70 658 -1 744 362 -1 767 115 -534 025 -508 526 Depreciation/amortisation/ impairment -500 432 -499 626 -120 547 -98 503 -215 706 -212 436 -99 457 -96 907 Gain/loss on disposal of fixed assets 9 919 0 0 0 1 235 940 107 145 0 0 Operating result 1 454 431 1 209 412 94 032 60 861 1 358 355 381 644 -990 62 088 Result from associates 0 0 -568 -227 -17 761 -2 395 0 0 Net financial items -36 445 -212 281 -54 166 -53 926 166 722 81 001 -7 277 -11 717 Result before taxes 1 417 986 997 131 39 298 6 708 1 507 316 460 249 -8 267 50 370 Taxes -26 067 -23 325 -4 502 396 -292 194 -7 331 0 -7 394 Profit for the year 1 391 919 973 806 34 796 7 104 1 215 122 452 918 -8 267 42 976
Hereof minority interests 0 0 -28 0 -3 981 0 0 0 Hereof majority interests 1 391 919 973 806 34 824 7 104 1 219 103 452 918 -8 267 42 976
Ships/Rigs 7 015 579 6 019 527 0 0 3 977 540 2 633 259 99 119 139 287 Windfarms 0 0 1 511 099 1 476 567 0 0 0 0 Other fixed assets 250 819 282 150 71 351 244 879 1 175 729 413 933 3 065 45 174 Current assets 1 217 235 1 020 402 105 515 84 548 1 107 448 690 617 184 989 135 522 Cash equivalents 713 605 912 490 244 142 225 211 2 411 623 867 694 67 698 71 821 Total assets 9 197 238 8 234 569 1 932 107 2 031 205 8 672 341 4 605 502 354 872 391 804
Equity 4 088 163 3 937 307 491 312 496 515 3 645 618 1 756 881 129 553 145 419 Provisions 199 731 249 729 0 0 273 806 170 978 0 0 Long term interest bearing liabilities 2 868 862 3 091 422 1 198 708 1 381 168 3 042 610 1 686 532 84 790 112 935 Other long term liabilities 0 0 22 953 5 918 222 728 114 943 0 0 Short term interest bearing liabilities 1 288 108 284 658 141 651 85 267 970 326 109 425 0 0 Other short term liabilities 752 374 671 453 77 483 62 338 655 165 766 742 140 529 133 450 Total equity and liabilities 9 197 238 8 234 569 1 932 107 2 031 205 8 672 341 4 605 502 354 872 391 804
1) Fred. Olsen Cruise Lines (Holding) Ltd (FOCL) and Fred. Olsen Production ASA are owned by First Olsen Ltd (FOL) and are consolidated by FOL group and included in the figures for FOL group in the table above.
34 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 35
Ganger Rolf ASA - Group Notes
Summary financial information for equity accounted investees, not adjusted for the percentage ownership held by the Group of companies.
Fred. Olsen Fred. Olsen Bonheur Cruise Lines Cruise Lines Group of Tusenfryd AS 3) Ltd 1) Pte Ltd companies 2) (Amounts in NOK 1 000) 2007 2006 2007 2006 2007 2006 2007 2006
Operating income 170 054 179 824 1 362 685 1 392 432 320 555 278 500 6 565 127 1 588 262 Operating expenses -112 936 -112 981 -1 331 194 -1 307 391 -118 189 -131 444 -3 870 180 -1 085 021 Depreciation/amortisation/ impairment -27 738 -33 962 -42 845 -43 416 -94 136 -61 533 -967 851 -171 633 Gain/loss on disposal of fixed assets 0 0 88 47 58 179 0 1 200 029 -19 881 Operating result 29 380 32 881 -11 266 41 672 166 409 85 523 2 927 124 311 728 Result from associates 0 0 0 0 0 0 4 155 681 133 Net financial items -4 900 -5 459 3 134 -15 618 -52 911 -27 256 195 325 -58 543 Result before taxes 24 479 27 423 -8 132 26 054 113 498 58 267 3 126 604 934 318 Taxes -6 882 -7 517 -52 150 21 248 0 0 -442 027 40 145 Profit for the year 17 598 19 906 -60 282 47 303 113 498 58 267 2 684 577 974 463
Hereof minority interests 0 0 0 0 0 0 1 180 562 135 562 Hereof majority interests 17 598 19 906 -60 282 47 303 113 498 58 267 1 504 016 838 901
Ships/Rigs 0 0 1 926 737 544 963 0 1 272 739 10 636 302 10 043 096 Windfarms 0 0 0 0 0 0 1 511 098 1 476 567 Other fixed assets 234 011 246 333 71 451 62 311 45 96 1 503 581 1 663 048 Current assets 5 628 5 631 846 832 127 346 1 935 2 704 2 386 844 1 769 012 Cash equivalents 36 312 30 417 449 970 256 502 582 106 97 825 5 263 618 3 581 295 Total assets 275 952 282 381 3 294 990 991 122 584 087 1 373 364 21 301 443 18 533 017
Equity 129 864 134 741 1 072 243 110 055 474 480 419 801 10 252 714 8 973 056 Provisions 0 0 0 0 0 0 575 477 550 851 Long term interest bearing liabilities 114 220 122 331 1 577 724 484 640 0 801 291 6 770 666 6 911 621 Other long term liabilities 0 0 0 0 0 0 245 408 120 861 Short term interest bearing liabilities 8 112 4 212 192 497 24 323 0 118 180 1 626 538 632 261 Other short term liabilities 23 756 21 097 452 526 372 104 109 607 34 091 1 830 641 1 344 366 Total equity and liabilities 275 952 282 381 3 294 990 991 122 584 087 1 373 364 21 301 443 18 533 017
1) Fred. Olsen Cruise Lines (Holding) Ltd (FOCL) and Fred. Olsen Production ASA are owned by First Olsen Ltd (FOL) and are consolidated by FOL group and included in the figures for FOL group in the table above.
2) Bonheur Group of companies has consolidated Fred. Olsen Energy Group of companies, Fred. Olsen Renewables Group of companies, First Olsen Group of companies, Fred. Olsen Cruise Lines Pte Ltd and Ganger Rolf ASA as subsidiaries.
3) The shares in Tusenfryd AS was sold ultimo December 2007.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 35 36
Ganger Rolf ASA - Group Notes
Note 13 – Other investments
Shares classified as available for sale Company Ownership Number of Fair value as Fair value as (Amounts in NOK 1 000) share capital % shares Cost price per 31.12.07 per 31.12.06
Public listed companies 1) Eidsiva Rederi ASA 55 500 2.46% 273 349 1 394 9 294 7 654 Opera Software ASA 2 383 0.51% 608 333 2 538 7 969 9 125 Callon Petroleum Company 2) USD 207 2.84% 589 693 74 107 52 489 55 437 Various shares 95 382 778 Total public listed companies 78 133 70 134 72 994
Shares with no publicly quoted market price 3) NHST Media Group AS 11 629 16.15% 187 824 60 613 206 606 187 824 Genomar AS 4) - - 0 0 0 4 470 IT Fornebu AS 16 880 0.00% 0 0 0 3 113 IT Fornebu Eiendom Holding AS 639 879 6.70% 779 882 76 497 76 497 73 384 Verdane Capital II AS 223 7.18% 16 032 7 135 658 658 Verdane Capital III AS 9 900 5.68% 5 625 563 563 563 Open Hydro Ltd. EUR 806 - 212 000 3 190 3 190 0 Oslo Børs Holding ASA 50 000 0.05% 11 845 163 1 718 593 Various shares 614 613 3 656 Total non-listed companies 148 775 289 845 274 260 Total 226 908 359 979 347 254
1) The fair value is determined by using the listed prices of the companies at year end. 2) Market value as per 31.12.07 is determined using stock price USD 16.45 (2006: USD 15.03) and rate of exchange USD/NOK 5.411 (2006: 6.2551). 3) Book value of non-listed companies is based on cost, if no reliable measure of fair value exists. Investments are written down based on the Group of companies’ policies for impairment. All shares are measured at cost except for NHST Media Group AS and Oslo Børs Holding ASA. For both companies these shares are seldom traded. For NHST Media Group AS the fair value is determined by using average price from transactions during the year. For Oslo Børs Holding ASA the value per share is collected from the list of non-listed shares from Norges Fondsmeglerforbund issued as per year end. No share transactions of the shares in IT Fornebu Eiendom Holding AS took place during 2007 and the fair value of the shares cannot be measured reliably. An external evaluation of the real estate has been made, that justifies using cost as fair value. 4) During 2007 the Group of companies’ investment in Genomar AS has increased to 22.43%, and the company is considered an associate as per 31 December 2007.
Bonds classified as available for sale 1) Nominal Average Fair value Fair value interest rate interest rate Redemption as per as per (Amounts in NOK 1 000) Cost price Currency 2007 2007 date 31.12.07 31.12.06
Non-current assets: Norwegian government 0 NOK 12 % 0.0 % 28.02.2007 0 102 Industry 7 445 NOK 2) 1.0 % 2) 4 596 3 703 Energy services companies 3) 150 000 NOK 4.50 % 4.80 % 26.03.2009 148 380 152 211 Total 157 445 152 976 156 016
1) Fair value is based on quoted market prices. 2) Marine Harvest ASA 03/13: No interest will be received until 2008. Redemption date: 23.01.2013. Oslo Shipholding AS 93/13: Nominal interest rate: 1%. Redemption date: 31.12.2013. Radiant Energy Corporation: Written down to zero in 2002, with NOK 2.275 million. Redemption date: It is unclear whether the bond will be redeemed, hence the write down. 3) Fred. Olsen Energy ASA 04/09.
36 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 37
Ganger Rolf ASA - Group Notes
Other receivables (non-current assets)
(Amounts in NOK 1 000) 2007 2006
Loans to associates 1) 105 015 159 062 Other interest-bearing loans 23 703 36 364 Other non interest-bearing receivables 7 721 0 Total other receivables (non-current assets) 136 439 195 426
1) Loan to associates have been charged with the following interest rate depending on the monetary unit: (Interest on loan in NOK was adjusted from 1 July 2007). Loan in NOK 4.02% / 4.50%, loan in USD 4.97%, loan in GBP 5.25%, loan in SEK 3.70%, loan in EUR 3.74%.
Interest income related to loans to associates 6 669 2 829
Note 14 – Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net (Amounts in NOK 1 000) 2007 2006 2007 2006 2007 2006
Property, plant and equipment 2 446 1 351 -698 0 1 748 1 351 Gain and loss accounts 6 643 0 -18 461 -15 628 -11 818 -15 628 Gain and loss accounts regarding exit from tonnage tax *) 0 0 -41 272 0 -41 272 0 Shares and bonds 0 3 603 0 -6 148 0 -2 545 Other items 5 595 953 -8 874 -3 440 -3 279 -2 487 Tax loss carry-forward 33 308 37 656 0 0 33 308 37 656 Tax assets -liabilities 47 992 43 563 -69 304 -25 216 -21 312 18 347 Set off of tax -14 632 -5 907 14 632 5 907 0 0 Net tax assets -liabilities 33 360 37 656 -54 672 -19 309 -21 312 18 347
Deffered tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities, and the deffered tax assets and liabilities relates to income tax levied to the same taxable entity. The group company Knock Holding AS has been assigned taxable income regarding a group contribution in 2000. It is assumed that the related prepayed tax can be used to offset payable tax in the future income. The deffered tax asset related to future income is included in “tax loss carry-forward”.
*) In October 2007 the Norwegian government introduced new tax legislation for shipping companies in Norway. The new legislation is intended to be more in line with tonnage tax legislation within the EU.
The Group of companies included at year end 2006 one company which was subject to the Norwegian tonnage tax system. This is Fred. Olsen Ship- ping AS (FOS). It is assumed that FOS, which previously was one of the owning companies of MV Black Watch, leave the Norwegian tonnage tax system.This will lead to a gain that can be deferred through a gain and loss account which is taken as taxable income with 20% of balance each year. See also note 10.
Unrecognised deferred tax assets Unrecognised deferred tax assets in US are related to a loss carried forward in US. The loss carried forward at the end of 2007 amounted to USD 330 000 / NOK 1 785 630. The loss carried forward can only be netted against future taxable income in the US.
Tax disputes There is an ongoing tax dispute with Norwegian tax authorities. In this matter see Note 24 - Contingencies
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 37 38
Ganger Rolf ASA - Group Notes
Note 15 – Trade and other receivables
(Amounts in NOK 1 000) 2007 2006
Trade receivables due from associates 5 271 0 Other trade receivables 12 226 9 815 Total trade receivables 17 497 9 815
Other receivables from associates 0 71 780 Other receivables and prepayments 175 731 5 775 Fair value derivatives 1 469 7 261 Total other receivables 177 200 84 816 Total trade and other receivables 194 697 94 631
Note 16 – Cash and cash equivalents
(Amounts in NOK 1 000) 2007 2006
Cash related to payroll tax withholdings 546 490 Unrestricted cash 340 352 100 222 Short-term interest bearing investment *) 304 125 600 000 Total cash & cash equivalents 645 023 700 712
Unused credit facilities 204 772 238 566
*) Per year end 2007 NOK 152.0 millions of the short-term interest bearing investment is tied up until 2 January 2008 at an interest rate of 5.35%, and NOK 152.1 millions is tied up until 18 February at an interest rate of 5.81% per year.
38 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 39
Ganger Rolf ASA - Group Notes
Note 17 – Capital and reserves
Reconciliation of movement in capital and reserves
Share Own Share Translation Fair value Retained Total (Amounts in NOK 1 000) Capital shares 2) premium reserve reserve earnings equity
Balance at 1 January 2006 45 350 25 920 6 720 132 525 3 487 145 3 697 660 Total recognised income and expense - - -116 542 30 215 771 594 685 267 Dividends to shareholders - - - - -286 612 1) -286 612 Gain from sale of shares in Fred. Olsen Energy ASA 562 932 562 932 Additional value from purchase of shares in Bonheur ASA - - - - -42 948 -42 948 Balance at 31 December 2006 45 350 0 25 920 -109 822 162 740 4 492 111 4 616 299
Balance at 1 January 2007 45 350 0 25 920 -109 822 162 740 4 492 111 4 616 299 Total recognised income and expense - - -384 692 14 967 1 310 580 940 855 Dividends to shareholders - - - - -719 085 1) -719 085 Share issue in associates 597 057 597 057 Other changes in equity in associates 15 498 15 498 Purchase of shares in associates -67 655 -67 655 Common control transaction in associate -6 244 -6 244 Purchase of own shares -548 -108 949 -109 497 Balance at 31 December 2007 45 350 -548 25 920 -494 514 177 707 5 513 313 5 267 228
Share capital and share premium Par value per share NOK 1.25 Number of shares issued 36 280 000
Translation reserve The reserve represents exchange differences resulting from the consolidation of associated companies having functional currencies other than NOK.
Fair value reserve The reserve includes the cumulative net change in the fair value of available-for-sale investments until the investment is derecognised.
1) Total dividend per share was NOK 20.00 in 2007 and NOK 7.90 in 2006.
2) Through resolution in the Annual General Meeting in May 2007 the Board was granted authority to acquire up to 3 628 000 shares. During May and June 2007 the Company purchased 438 250 own shares at a total cost of NOK 109.5 millions. Par value of all own shares is NOK 548.000.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 39 40
Ganger Rolf ASA - Group Notes
Note 18 – Earnings per share
Profit attributable to ordinary shareholders 1)
(Amounts in NOK 1 000) 2007 2006 2005
Profit for the year 1 230 959 702 101 762 121 Average number of outstanding shares during the year 36 024 354 36 280 000 36 280 000 Basic earnings per share 34.17 19.35 21.01
Profit for the year 1 230 959 702 101 618 619 Average number of outstanding shares during the year 36 024 354 36 280 000 36 280 000 Basic earnings per share - Continuing operations 34.17 19.35 17.05
Profit for the year - - 143 502 Average number of outstanding shares during the year - - 36 280 000 Basic earnings per share - Discontinued operations - - 3.96
Profit for the year (diluted) 1 228 870 695 084 762 121 Average number of outstanding shares during the year 36 024 354 36 280 000 36 280 000 Diluted earnings per share 34.11 19.16 21.01
Profit for the year (diluted) 1 228 870 695 084 618 619 Average number of outstanding shares during the year 36 024 354 36 280 000 36 280 000 Diluted earnings per share - Continuing operations 34.11 19.16 17.05
Profit for the year (diluted) - - 143 502 Average number of outstanding shares during the year - - 36 280 000 Diluted earnings per share - Discontinued operations - - 3.96
1) 2005-figures are restated due to split of shares. 1 share gave 4 new shares.
Weighted average number of ordinary shares
(Amounts in NOK 1 000) Note 2007 2006 2005
Issued ordinary shares at 1 January 17 36 280 000 36 280 000 36 280 000 Effect of own shares held 17 255 646 0 0 Weighted average number of ordinary shares at 31 December 36 024 354 36 280 000 36 280 000
Weighted average number of ordinary shares (diluted)
Profit for the year after adjustment for potential dilution 2007 2006 2005
Profit for the year 1 230 959 702 101 762 121 Effect from convertible bonds in Fred. Olsen Energy ASA -2 089 -7 017 0 Profit for the year (diluted) 1 228 870 695 084 762 121
40 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 41
Ganger Rolf ASA - Group Notes
Note 19 – Interestbearing loans and borrowings
This note provides information about the contractual terms of the Group of companies interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the Group of companies exposure to interest rate, foreign currency and liquidity risk, see note 23.
(Amounts in NOK 1 000) 2007 2006
Non-current liabilities Loans from associates 2 059 88 745
Current liabilities Bank overdraft 2 141 0
Book value of collateral: Shares 1) 157 692 157 692
Guarantees Guarantees to associates Cruise vessels 2) 814 800 847 700 Windfarms 551 800 202 900 Other 14 700 48 800 Total guarantee commitments 31.12 1 381 300 1 099 400
1) 1,750,000 shares in First Olsen Ltd. is pledged as collateral against an unused credit facility of USD 37.5 million with DnB NOR Bank ASA.
2) Ganger Rolf ASA and Bonheur ASA are jointly and severally liable for guarantees of approximately NOK 450 million. Further they are liable for pro rata guarantees amounted to NOK 1,862 million. (i.e. NOK 931 million each). For more information about the Ganger Rolf group of companies financial risks, see note 23 - Financial instruments.
Note 20 – Employee Benefits
The Company has no employees, apart from its Managing Director. In reference to a management agreement with Fred. Olsen & Co., comprising certain administrative services including both financial, accounting and legal services, the Company is charged for the execution of such services and indirectly, for its relative share of the pension costs related to employees of Fred. Olsen & Co., see also note 25.
Employees of Fred. Olsen & Co. are members of Fred. Olsen & Co.’s Pension Fund. Employees of Fred. Olsen & Co. have the right to future pension benefits (defined benefit plan) based upon the number of contribution years and salary level at retirement. The pension schemes are administered by Fred. Olsen & Co.’s Pension Fund, which is a separate legal entity, mainly investing its funds in interest bearing securities and shares in Norwegian listed companies. The pension schemes are accounted for in accordance with IAS19. The pension plans meet the Norwegian requirements for a Mandatory Service Pension (OTP).
In addition to Fred. Olsen & Co., some companies associated with Ganger Rolf ASA, as well as other Fred. Olsen related companies with employees, are members of Fred. Olsen & Co.’s Pension Fund. The individual member companies are thus contributing to the financing of the pension fund with their respective, annually estimated premium payments, in addition to the active management of the pension fund’s capital, which is carried out by the pension fund itself.
By the end of 2007, Fred. Olsen & Co.’s Pension Fund had a total of 308 members (2006:305), of which 155 pensioners (2006: 158). The equity and insurance provisions of the pension fund amounted to 396 million as of 31 December 2007 (385 million in 2006). The value adjusted total capital of the pension fund was 491 million (474 million in 2006). The actuarial pension obligations were at the same time 262 million (250 million in 2006). The calculations are based on a premium scale approved by the Financial Supervisory Authority of Norway (Kredittilsynet) with a basic interest rate of 2.5%.
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Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 41 42
Ganger Rolf ASA - Group Notes
Fred. Olsen & Co. has unfunded (unsecured) pension obligations towards its directors and senior managers with a salary exceeding 12 G (of whom nine pensioners). The directors have the right to a pension upon reaching 65 years of age, while other managers have a pensionable age of 67 years. Depending on company the pension obligations represent 66% or 70% of the salary at the time of retirement. The capitalized relative obligation of Ganger Rolf ASA is NOK 47.6 million (2006: 45.0 million).
(Amounts in NOK 1 000) 2007 2006
Present value of unfunded obligations -69 658 -65 845 Present value of funded obligations -96 857 -94 037 Total present value of obligations -166 515 -159 881 Fair value of plan assets 151 412 145 424 Present value of net obligations -15 103 -14 458 Unrecognised past service costs (not yet vested) 4 630 5 114 Unrecognised actuarial gains and losses 20 470 21 630 Recognised net obligation for defined benefit plans 9 997 12 286
Hereof unfunded pension plans (net liability) -47 632 -45 044 Hereof funded pension plans (net assets) 57 629 57 330 Recognised net obligation for defined benefit plans 9 997 12 286
Movement in plan assets: Fair value of plan assets at 1 January 145 424 147 486 Expected return on plan assets 7 681 7 657 Contributions paid into the plan 0 0 Benefits paid by the plan -6 362 -6 045 Actuarial (losses) gains 4 669 -3 674 Fair value of plan assets at 31 December 151 412 145 424
At the balance sheet date plan assets are valued according to market rates. This value is updated yearly in accordance with statements from the Pension Fund.
Major categories of plan assets in Fred. Olsen & Co’s Pension Fund: Equity instruments 32 % 31 % Bonds 64 % 63 % Annuities 1 % 2 % Other assets 3 % 4 % Plan assets 100 % 100 %
Movements in the net liability for defined benefit obligations:
(Amounts in NOK 1 000) 2007 2006
Unfunded obligations: Net liability for defined benefit obligations at 1 January -45 044 -39 663 Expense recognised in the income statement -4 841 -9 224 Payments during the year to pensioneer (incl. social security) 2 253 3 843 Net liability for unfunded pension plans 31 December -47 632 -45 044
Funded obligations: Net asset for defined benefit obligations at 1 January 57 330 56 742 Return on plan assets recognised in the income statement 300 -2 041 Repayment from the Pension Trust during the year (-) / Correction 2 630 Net asset for funded pension plans 31 December 57 630 57 330
42 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 43
Ganger Rolf ASA - Group Notes
Movements in liabilities for defined benefit obligations:
(Amounts in NOK 1 000) 2007 2006
Unfunded obligations: Gross liability for defined benefit obligations at 1 January -65 845 -53 133 Benefits paid by the plan 2 252 3 843 Current service costs -3 343 -3 149 Interest on pension liability -2 786 -1 693 Actuarial losses / gains 63 -11 713 Gross liability at 31 December -69 658 -65 845
Funded obligations: Gross liability for defined benefit obligations at 1 January -94 037 -93 765 Benefits paid by the plan 6 362 6 045 Current service costs -3 384 -3 167 Interest on pension liability -3 998 -3 902 Actuarial losses / gains -1 800 752 Gross liability at 31 December -96 857 -94 037
Expense (-) / income recognised in the income statement:
(Amounts in NOK 1 000) 2007 2006 2005
Unfunded obligations: Current service cost -3 343 -3 149 -2 960 Past service cost -670 -5 386 -8 271 Interest on obligation -2 786 -1 693 -1 753 Actuarial losses / gains 545 0 0 Grants received to cover pension expenses / corrections 1 413 1 004 0 -4 841 -9 224 -12 984
Funded obligations: Current service cost -3 384 -3 167 -2 418 Interest on obligation -3 998 -3 902 -4 166 Recognised actuarial losses 0 -2 629 0 Expected return on plan assets 7 682 7 657 9 843 300 -2 041 3 260
Net pension cost recognized in operating expenses -4 541 -11 265 -9 723
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Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 43 44
Ganger Rolf ASA - Group Notes
Principal actuarial assumptions at the balance sheet date expressed as weighted averages: 2007 2006 2005
Discount rate at 31 December 4.8 % 4.4 % 4.3 % Expected return on plan assets at 31 December 5.8 % 5.4 % 5.3 % Future inflation 2.5 % 2.5 % 2.5 % Future salary increase 4.0 % 4.0 % 3.0 % Yearly regulation in official pension index (G) 3.8 % 3.8 % 3.0 % Future pension increases 2.0 % 2.0 % 2.0 % Social security costs 14.1 % 14.1 % 14.1 % Mortality table K2005 K2005 K1963 Disability table KU KU KU
The discount rate of 4.8% used for the calculation of the benefit obligations, is based on the guidance from Norsk RegnskapsStiftelse (NRS), consider- ing the terms of the obligation. The future long term salary increase is assumed to be 4.0% for the Company. The guidance from NRS is a salary increase of 4.5%, which in the long term is considered too high for the Company based on factors as the average age of the employees in Fred. Olsen & Co and historical information. The expected increase in expected social security costs (G) is 3.8% and is lower than the NRS recommendation of 4.25% but should bee seen in connection with the parameter for salary increase. Inflation is expected to be 2.5% - in line with the Norwegian National Bank (NB) target for inflation. Return on plan assets are in line with expectations and historical perspective from the Fred. Olsen Pension Trust.
Sensitivity analysis: Funded Pension Plans: A 0.25%-points increase in future salaries and the official pension index (G), gives a 3% increase in service cost and a 1.1% increase in the present value of the funded obligations. A 0.5%-points decrease in the discount rate gives an increase in Service Cost and PBO of 11% and 6% respectively.
Unfunded Pension Plans: A 0.25%-points increase in future salaries and the official pension index (G), gives a 2.7% increase in Service cost and a 1.8% increase in the present value of the funded obligations. A 0.5%-points decrease in the discount rate gives an increase in Service Cost and PBO of 10% and 8% respectively.
Expected contribution to funded defined benefit plans in 2008 is 0. Expected payment of benefits for the unfunded plans in 2008 is estmated at NOK 2.3 million.
Historical information
(Amounts in NOK 1 000) 2007 2006 2005
Present value of the defined benefit obligations -166 515 -159 882 -73 450 Fair value of plan assets 151 412 145 424 73 743 Deficit in the plan (-) / Excess in the plan -15 103 -14 458 293
Experience adjustments arising on plan liabilities -1.9 % -4.6 % -21.5 % Experience adjustments arising on plan assets 3.1 % -2.5 % 0.0 %
44 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 45
Ganger Rolf ASA - Group Notes
Note 21 – Deferred income
The Ganger Rolf Group of companies has deferred income of NOK 7.7 million (2006: 0), whereof 1.7 million is short term portion included in “Trade and other payables” and 6.0 million is long term included in “Other non-current liabilities”.
The deferred income is the discounted value of guarantee fees (0.0375%) invoiced to associated companies. Net present value is calculated using a discount rate of 6.75%.
Note 22 – Trade and other payables
(Amounts in NOK 1 000) Note 2007 2006
Trade payables due to associates - 224 Deferred income 21 1 728 - Fair value derivatives - 1 880 Other trade payables and accruals 27 009 9 839 Total trade and other payables 28 737 11 943
Note 23 – Financial Instruments
The Group is exposed to credit-, liquidity-, interest rate- and foreign currency risks in its operations.
Fair values versus carrying amounts Carrying amounts is presumed to reflect the fair value of financial assets and liabilities.
Credit risk – exposure to credit risks The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
Carrying amount (Amounts in NOK 1 000) 2007 2006
Available-for-sale financial assets; bonds 152 976 156 016 Loans and receivables 329 667 286 067 Cash and cash equivalents 645 023 700 712 Interest rate swaps 1 469 3 990 Total 1 129 135 1 146 785
In addition to the above mentioned numbers the Group of companies have granted guarantees to associates, the maximum exposure related to these guarantees is disclosed in note 19.
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Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 45 46
Ganger Rolf ASA - Group Notes
Impairment losses The aging of trade receivables at the reporting date was:
Gross Impairment Balance Gross Impairment Balanse (Amounts in NOK 1 000) 2007 2007 2007 2006 2006 2006
Not past due 10 825 0 10 825 5 208 0 5 208 Past due 0-30 days 5 545 0 5 545 3 970 0 3 970 Past due 31-180 days 1 070 0 1 070 594 0 594 Past due 180- 360 days 0 0 0 0 0 0 More than one year 57 0 57 43 0 43 17 497 0 17 497 9 815 0 9 815
Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of trade receivables.
Liquidity risk The Group of companies have limited amount of external loans, and therefore the exposure to liquidity risk on financial liabilitiesis are considered to be moderate, see note 5.
Currency risk Exposure to currency risk The Group of companies exposure to foreign currency risk was as follows based on notional amounts: The figures will not be directly comparable with the figures in the balance sheet, as the balance shows the figures in NOK.
31 December 2007 31 December 2006 USD GBP USD GBP
Trade receivables 2 208 23 1 141 116 Secured bank loans 0 0 0 0 Trade payables -1 116 -1 081 -725 -2
Net exposure 1 092 -1 059 416 114
The following significant exchange rates applied during the year: Reporting date Average rate spot rate 2007 2006 2007 2006
USD 1 5.8599 6.4135 5.411 6.2551 GBP 1 11.7329 11.8044 10.81 12.268
Sensitivity analysis A 10 percent strengthening of the NOK against the following currencies at 31 December would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2006.
46 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 47
Ganger Rolf ASA - Group Notes
Effect in NOK 1000 Equity Profit or loss
31 December 2007 USD 0 -591 GBP 1 165 -8
31 December 2006 USD 0 -260 GBP 27 707 -135
A 10 percent weakening of the NOK against the above currencies at 31 December would have had the equal but opposite effect on the above cur- rencies to the amounts shown above, on the basis that all other variables remain constant.
Interest rate risk Profile At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Carrying amount (Amounts in NOK 1 000) Note 2007 2006
Fixed rate instruments Financial assets 16 304 125 600 000 Financial liabilities 0 0 304 125 600 000
Variable rate instruments Financial assets 795 849 918 111 Financial liabilities -4 200 -88 745 791 649 829 366
Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts in- dicated below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2006.
Profit or loss Equity 100 bp 100 bp 100 bp 100 bp increase decrease increase decrease
31 December 2007 Interest rate swap 871 -871 0 0
31 December 2006 Interest rate swap 1 386 -1 386 0 0
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 47 48
Ganger Rolf ASA - Group Notes
Note 24 – Contingencies
Tax disputes There is one ongoing tax dispute between a subsidiary within the Group of companies and Norwegian tax authorities.
The dispute is related to the tax year 2000 regarding a group contribution. The subsidiary has been taxed with NOK 37.5 million (Korreksjonsinntekt) and has received and payed a penalty tax of NOK 7.5 million in 2006. The subsidiary has disputed the claim and further steps are under evaluation.
Note 25 – Related party information
Group of companies activities include transactions with related companies and parties. All services between related parties are priced based on in- curred costs plus a profit margin. In addition to transactions described in notes 8, 11, 15, and 20, the following transactions between related parties occurred in 2007:
Internal short and long term Group of companies loans and commitments carry market interest rates according to agreement at the date of issue. Interest rates are reviewed quarterly against official market rates. Interest rates charged on long term group loans are regulated on a yearly basis
Anette S Olsen is the Managing Director of Ganger Rolf ASA (the Company). She is also the sole proprietor of Fred. Olsen & Co. which has 72 employ- ees. In reference to an agreement, Fred. Olsen & Co. carries out financial, accounting, legal and administrative services to the Company. In 2007, Fred. Olsen & Co. invoiced the Company 18.9 million for services rendered under the said agreement, as well as for the payment of the remuneration to the Managing Director on behalf of the Company. This remuneration as established by the Board after having obtained a substantiated recommendation thereon from the Shareholders Committee, also reflects an adequate profit element relative to the aforementioned services provided by Fred. Olsen & Co. Pension costs are discussed in note 20. In addition, Fred. Olsen & Co. invoiced subsidiaries and associates of Ganger Rolf ASA, for similar or cor- responding services according to separate agreements.
The Company has been invoiced for the following costs from Fred. Olsen & Co:
(Amounts in NOK 1 000) 2007 2006 2005
Management costs invoiced to the Company 18 875 15 951 14 619 Management costs invoiced subsidiaries 450 185 178 Amount outstanding between Fred. Olsen & Co. and the Company *) -5 060 -3 330 Amount outstanding between Fred. Olsen & Co and subsidiaries of the Company 0 0
*) Short term outstanding in connection with current operations.
The Company’s Managing Director received the following remuneration from the Company:
(Amounts in NOK 1 000) 2007 2006 2005
Ordinary remuneration 2 250 1 700 1 600 Pensions, charged as an expense 1) 1 481 1 044 780 Bonus payment for 2005 and 2006 2 040 0 0 Other compensations 96 94 92 Total 5 867 2 838 2 472
1) The Managing Director is entitled to a pension corresponding to 70% of ordinary remuneration from the age of 65. The pension scheme has not been subject to any modification during 2007.
The Managing Director is not party to any share options, profit sharing agreements or similar arrangements.
48 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 49
Ganger Rolf ASA - Group Notes
The guidelines on remuneration to the Managing Director establishes that the fixed remuneration shall reflect the managing directors’ area of respon- sibility, hereunder the complexity of the position and equally appear competitive. In addition to the fixed remuneration a bonus payment limited to 50% of the annual fixed remuneration, may form part of the total annual remuneration. As to the further principles for such bonuses, please see below.
The remuneration for 2007 has been in accordance with the statement presented at the Annual General Meeting in May 2007. The principles are unchanged from 2007 to 2008
As mentioned in Note 8 the Company is party to an agreement with Fred. Olsen & Co. comprising various financial, accounting, legal and adminis- trative services. Fred. Olsen & Co. also supports other Fred. Olsen related companies with similar or corresponding services according to separate agreements.
Despite Fred. Olsen & Co. being an independent service provider in relation to the Company, it is in this connection advised that the group of managers in Fred. Olsen & Co. during 2007 consisted of five persons. The relative share of the compensation for these persons is as follows:
(Amounts in NOK 1 000) The Company 2007 2006
Salary 3 058 3 058 Bonus 949 788 Pension benefits 2 884 2 119 Other compensation 255 326 Total 7 145 6 290
Initially, a proportionate bonus provision of NOK 2.5 million payable to managers and key personnel in Fred. Olsen & Co. has been made in the ac- counts of the Company. In addition, all employees in Fred. Olsen & Co will receive a bonus payment equal to one month gross salary. For this reason a provision of NOK 1.4 million has been made in the accounts of the Company. Total provision for bonus, exclusive of social security costs is 3.9 million. (2006: 4.6 million).
The background to the decision on bonus payment by the company is the generally strong results produced, an evaluation of performance as well as how the performance has contributed to the said strong results.
In 2007, the members of the board received the following directors’ fees:
(Amounts in NOK 1 000) from the Company from the Group 2007 2006 2007 2006
Fred. Olsen, Chairman of the Board 500 500 1 088 1 064 Anna Synnøve Bye 125 100 250 200 Andreas Mellbye 125 100 250 200 John C. Wallace 125 100 450 400 Anette S. Olsen 0 0 434 346 Håvar Poulsson, alternate director 70 60 228 184 Total 945 860 2 700 2 394
The board member John C. Wallace received in addition to his board compensation a consultant fee of NOK 92,000 from the Company. (2006: NOK 100,000).
In 2007, the chairman received NOK 1 147 000 (2006: 3,843,000) as pension payment from the Company. 2006 includes an extraordinary balancing pension payment as relative to the ordinary pension, which for 2006 was NOK 1 120 000 from the Company.
Mr. Fred. Olsen is party to a consultancy agreement with the Company. The first payment under this agreement, amounting to NOK 500,000, is due in 2008 .
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Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 49 50
Ganger Rolf ASA - Group Notes
(Amounts in NOK 1 000) 2007 2006 2005
Board of Directors’ fees Fees from Ganger Rolf ASA 945 860 850
Shareholders’ committee’s fees Fees from Ganger Rolf ASA 260 210 210
Loan to former CFO 1 000 1 000
As per 31 December 2007, the members of the board, members of the shareholders’ committee and the auditor owned and/or controlled directly or indirectly the following shares:
The Board of Directors Shareholders’ committee members The auditor
Anette S. Olsen 19 661 250 Einar Harboe 60 Auditor 0 Fred. Olsen 13 680 Jørgen G. Heje 1200 John C. Wallace 600 Bård Mikkelsen 0 Andreas Mellbye 0 Aase Gudding Gresvig 0 Anna Synnøve Bye 0 Christian F. Michelet 0 Håvar Poulsson 0
Note 26 – Group of companies
Ganger Rolf ASA is parent in a Group of companies with the following subsidiaries:
Country of incorporation Ownership interest 2007 2006
Borgå AS 1) Oslo, Norway 100.00 % 50.00 % Laksa AS Oslo, Norway 100.00 % 100.00 % Knock Holding AS Oslo, Norway 100.00 % 100.00 %
1) In 2007 the associate, Borgå AS, was demerged into two identical companies, Borgå AS and Borgå II AS, where Borgå AS became a 100% subsidi- ary of Ganger Rolf ASA and Borgå II AS of Bonheur ASA. Borgå AS was before the demerger owned 50% by Ganger Rolf ASA and 50% by Bonheur ASA.
For information about other Group related entities, please refer to note 12, “Investments in associates”.
50 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 51
Ganger Rolf ASA - Group Notes
Note 27 – Events after the balance sheet date
The following events are related to associates of Ganger Rolf:
On 26 February Dolphin Drilling Ltd., a subsidiary of the associate Fred. Olsen Energy ASA, received a Letter of Intent for a nine month contract for the semi-submersible drilling rig Borgsten Dolphin for operations in the UK North Sea. The agreement, which remains subject to finalisation of contract terms, is on the basis of direct continuation from the present contract from around August 2008. The estimated contract value is USD 104 million.
On 28 February the Board of Fred. Olsen Production ASA decided to propose for the Annual General meeting in the company, that the board should be authorized to establish a share buyback program.
On 14 March the Ministry of Finance published the final regulation regarding the new tonnage tax regime. The time limit for the environmental in- vestments has been extended from 10 to 15 years. The environmental investments is presented as a tax liability at present value in the balance sheet of the tonnage taxed associate based on a time limit of 10 years, amounting to NOK 44,5 million. Ganger Rolf Group of companies’ share is NOK 22.3 million. Based on a time limit of 15 years the net present value of the environmental investments will be NOK 36.9 million of which 18.5 million will be the Ganger Rolf Group of companies’ share.
For other events occurring after the balance sheet date, please refer to the section “other information” of the Board of Director’s Report.
Note 28 – Bonheur ASA’s purchase of shares in Ganger Rolf ASA
Ganger Rolf ASA is a subsidiary of Bonheur ASA, which controls 53.13% of the outstanding shares. The parent company Bonheur’s annual report is available at: www.bonheur.net.
Accounting for transactions under common control The accountning treatment of business combinations under common control is not covered by IFRS. The Group of companies accounting principle for accounting for transactions under common control, including business combinations under common control, is therefore based on IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, Articles 10-12.
The Group of companies have chosen an accounting principle implying that transactions under common control are accounted for at book values. In the Group of companies’ opinion, this provides the users with relevant and reliable information for their financial dispositions, as the financial ac- counts present the Group of companies’ financial position, financial earnings and cash flows in an appropriate way, reflecting the financial content of transactions. To the best of the Group of companies’ judgment, the accounting principle is neutral, i.e. without systematic bias, is conservative and complete in all important respects.
By exercising the judgment referred to above, the Group of companies have considered requirements and guidance in standards and interpretations of similar or associated cases, definitions, criteria for recognition and measuring principles for assets, liabilities, revenues and expenses in “Concep- tual Framework”, as well as US GAAP, relevant IFRS technical litterature, and practice in other companies which have conducted transactions under common control.
Point of time for recognition of transactions under common control The general rule is that transactions should be recognized at the point in time when the transaction takes place. As IFRS does not directly regulate the accounting for transactions under common control, and as it follows from the American accounting regulations that transactions under common control should be accounted for retrospectively, the Group of companies have also in this case made an assessment in line with the above analysis.
In these considerations, the Group of companies have emphasized that a general accounting policy should be established for all transactions under common control.
After an overall assessment of the points of consideration in IAS 8, Articles 10-12, the Group of companies have decided that transactions under com- mon control should be recognized as from when the transaction takes place.
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Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 51 52
Ganger Rolf ASA - Group Notes
Sale of shares in Fred. Olsen Energy ASA In November 2006, Bonheur ASA and its subsidiary Ganger Rolf ASA sold a total of 5.0 million shares in Fred. Olsen Energy ASA (FOE) amounting to 1,397 million. After the sale, the two companies owned a total of 54.11% of FOE. The gain from the sale amounted to a total of 1,126 million, of which 50% is included in Ganger Rolf Group of companies’ accounts. This amount was eliminated in the Group of companies’ accounts and recognized directly against equity, as the sale was accounted for according to the Group of companies’ accounting policy regarding recognition of transactions under common control.
Purchase of shares in Bonheur ASA In October 2006, Ganger Rolf purchased a total of 484,000 shares in Bonheur ASA. The purchase price, inclusive of commissions, was 99.4 million. The purchase was accounted for at book values, according to the Group of companies’ accounting policy regarding transactions under common control. For this reason the additional value, which was 42.9 million, was recognized directly against equity.
Private placement in and listing of Fred. Olsen Production ASA in 2007 In January 2007 First Olsen Ltd. (FOL), owned 50% by Ganger Rolf ASA and 50% by Bonheur ASA, the parent company of Ganger Rolf ASA, decided to initiate a process to spin-off and list its floating production activities organized in its subsidiary, Fred. Olsen Production ASA (FOP). In February FOP com- pleted a private placement of 44 million new shares, thereby decreasing the Group of companies’ investment in FOP to 28.85% after the share issue. The total equity effect for the Ganger Rolf group of companies was 597 million. On 11 May FOP was listed on the OTC-market on the Oslo Stock Exchange.
In June FOL acquired 5,116,600 shares in FOP, thereby increasing Ganger Rolf’s total holding to 30.77%. The total equity effect was 67.7 million for the Group of companies.
Borgå AS demerger Per 1 January 2007 Borgå AS was demerged into two companies, Borgå AS and Borgå II AS, where Borgå AS became a 100% owned subsidiary of Ganger Rolf ASA and Borgå II AS of Bonheur ASA.
The effects on the balance sheet per 1 January 2007 prior to increase in capital, consolidation and group eliminations, are as follows:
Intangible assets 131 Property, plant & equipment 170 087 Non-current assets 170 218
Trade receivables and other receivables 3 142 Cash and cash equivalents 27 344 Current assets 30 486
Total assets 200 704
Share capital 50 Earned equity 30 591 Equity 30 641
Non-current interest bearing liabilities 148 784 Other non-current liabilities 3 091 Non-current liabilities 151 875
Current interest bearing liabilities 17 365 Other current liabilities 822 Current liabilities 18 187 Total equity and liabilities 200 704
Note 29 – Sale of Edvard Munch paintings
In 2006 four art works by Edvard Munch were sold at an auction at Sotheby’s in London. The sale generated a gain of NOK 54.1 millions (GBP 4.6 millions) included in the item “Other finance income”.
52 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 53
Ganger Rolf ASA Income Statement (NGAAP)
(Amounts in NOK 1 000) Note 2007 2006 2005
Other income 1 242 1 582 2 550 Gain on sale of property, plant and equipment 98 170 81 Total income 1 340 1 752 2 631
Operating expenses 1 -32 280 -38 692 -33 109 Depreciation 3 -2 686 -2 730 -3 120 Loss on sale of property, plant and equipment 3 -78 0 -242 Total operating expenses -35 045 -41 422 -36 471
OPERATING RESULT -33 705 -39 670 -33 840
Result from Limited Partnerships 0 0 -26 348
Interest income 7 44 039 20 718 15 888 Dividends 342 052 65 488 422 822 Foreign exchange gains 8 783 20 237 9 706 Gain on sale of securities and art 5,15 58 145 547 584 124 106 Other financial income 7 13 438 62 174 35 060 Group contribution 23 379 0 0 Gain on sale of investments 0 0 220 090 Total financial income 489 835 716 200 827 672
Interest on mortgage loans -1 007 -4 527 -3 354 Other interest expenses 9 -30 635 -22 440 -17 400 Foreign exchange loss -14 549 -65 182 -10 414 Loss on sale of securities 5,6 -3 913 -1 974 -99 599 Other financial costs 9 -11 935 -17 505 -15 795 Total financial expenses -62 039 -111 627 -146 561 Net financial items 427 796 604 573 681 110 RESULT BEFORE TAX 394 091 564 903 620 923 Deferred tax 11 4 447 210 -63 590 Tax payable 11 -10 849 -1 222 0
RESULT FOR THE YEAR 387 690 563 891 557 332
Proposed allocation: Dividends 8 627 231 362 800 0 Retained earnings 8 -239 541 201 091 557 332 Total allocations 387 690 563 891 557 332
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 53 54
Ganger Rolf ASA Balance Sheet (NGAAP)
(Amounts in NOK 1 000) Note 2007 2006
Assets
Non-current assets Real estate 3 30 147 31 782 Other property, plant and equipmemt 3 6 917 6 988 Total property, plant and equipment 37 064 38 770
Investments in subsidiaries 4 294 551 278 435 Investments in associated companies 5 2 780 529 2 810 628 Investments in other shares 5 196 603 200 985 Bonds 6 142 819 144 746 Other receivables 7 162 007 235 253 Pension funds 2 57 629 57 330 Financial fixed assets 3 634 139 3 727 377
Total non-current assets 3 671 203 3 766 147
Current assets Total current receivables 7 250 507 114 555 Cash, bank deposits 14 523 664 700 092
Total current assets 774 171 814 647
TOTAL ASSETS 4 445 374 4 580 794
54 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 55
Ganger Rolf ASA Balance Sheet (NGAAP)
(Amounts in NOK 1 000) Note 2007 2006
Equity and liabilities
Equity Share capital 8 45 350 45 350 Treasury shares -548 Additional paid in capital 25 920 25 920 Total paid in capital 70 722 71 270 Retained earnings 2 620 630 3 325 404
Total equity 8 2 691 352 3 396 674
Liabilities Pension liabilities 2 47 632 45 044 Deferred tax 11 2 496 6 943 Total provisions 50 127 51 987 Debt to subsidiaries 669 486 668 651 Debt to affiliated companies 2 059 88 740 Total non-current liabilities 9 671 545 757 391 Total current liabilities 9 1 032 350 374 743
Total liabilities 1 754 022 1 184 121
TOTAL EQUITY AND LIABILITIES 4 445 374 4 580 794
Mortgages 10 157 692 157 692 Guarantees 10 1 381 300 1 099 400
Oslo, 31 March 2008 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Anna Synnøve Bye John C. Wallace Andreas Mellbye Anette S. Olsen Chairman Director Director Director Director and CEO
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 55 56
Ganger Rolf ASA Cash Flow Statement (NGAAP)
(Amounts in NOK 1 000) 2007 2006 2005
Cash flow from operating activities: Result before tax 394 019 564 903 620 923 Gain (-) / loss on sale of tangible fixed assets - 20 -54 240 161 Gain on sale of shares and bonds -54 232 -491 540 -36 631 Depreciation of tangible fixed assets 2 686 2 730 3 120 Write down of financial fixed assets 7 079 10 195 12 495 Results from limited partnerships 0 0 26 348 Group contribution received -23 379 -46 883 -16 181 Dividend income, not received -75 148 0 0 Gain on sale of investments 0 0 -220 090 Unrealized currency loss 0 10 189 889 Total cash flow from operations 251 005 -4 646 391 034 Change in debtors and creditors 1) 5 737 554 843 -577 240 Net cash flow from operating activities A 256 742 550 197 -186 206
Cash flow from investing activities: Investments in tangible fixed assets -1 495 -3 814 -1 863 Sale of tangible fixed assets 535 54 400 457 Sale of operations 0 0 199 861 Net cashflow from changes in shares and bonds 94 000 374 087 278 659 Net change in long term receivables 31 204 -5 199 -43 680 Net cash flow from investing activities B 124 244 419 474 433 434
Cash flow from financing activities: Increase in debt 33 844 276 278 128 585 Repayment of debt -121 094 -426 778 -98 362 Purchase of treasury shares -109 497 0 0 Dividends paid -360 667 -286 612 -149 655 Net cash flow from financing activities C -557 414 -437 112 -119 432 Net change in cash and bank deposits A+B+C -176 428 532 559 127 796 Cash and bank deposits 1 January before mergers 700 092 167 533 33 877 Cash and bank deposits 1 January from merged companies 0 0 5 860 Cash and bank deposits 1 January after mergers 700 092 167 533 39 737 Cash and bank deposits 31 December 523 664 700 092 167 533
1) Change in debtors and creditors Increase (-) / decrease receivables -32 026 556 379 -581 782 Increase / decrease (-) short term liabilities 37 763 -1 536 4 542 Total 5 737 554 843 -577 240
56 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 57
Ganger Rolf ASA Accounting Policies
The accounts have been prepared in accord- (g) Write down, and reversal of write down of differences. The item “Tax income /(cost)” in ance with the Norwegian accounting act and property, plant and equipment. the profit and loss statement, consists of two generally accepted accounting standards in If there is an indication of impairment not con- elements: The tax payable, and the change in Norway. The annual accounts give a true and sidered temporary regarding non current assets, deferred tax. Deferred tax/tax benefit is re- fair view of assets and liabilities, financial sta- it is considered whether recoverable amount is flected as long term debt/non current assets tus and result. lower than book value. Recoverable amount is in the balance sheet. the highest of net sales value or value in use. (a) Generally Value in use is discounted cash flows. If the re- (m) Pension cost / -commitments Ganger Rolf ASA’s principal business is carried coverable amount is lower than book value, the The company has a pension plan that entitles out in co-operation with Bonheur ASA. The two asset is written down to recoverable amount. In its members to defined future benefits, called companies have 50/50 equity and charter in- case of indication of a reversal of write down, defined benefit plans. The calculation of the terests in all of their major activities. All figures the recoverable amount is estimated. Previous liability is made on a linear basis, taking into presented are in NOK unless otherwise stated. write down is reversed if recoverable amount account assumptions regarding the number is higher than book value. Book value after re- of years of employment, discount rate, future (b) Basic policies versal does not exceed the value of the asset return on plan assets, future changes in salaries The annual accounts are based on basic poli- prior to the write down. and pensions, the size of defined benefit con- cies related to historical cost, comparability, tributions from the government and actuarial going concern, congruence and caution. Spe- (h) Shares and other securities assumptions regarding mortality, voluntary re- cific transactions are appraised equal to their Long term investments in subsidiaries, associ- tirement and so on. Plan assets are stated at fair compensation value. Income is booked in the ated companies and other shares and bonds, market values. Net pension liability comprises income statement when earned and expenses which are held to maturity date, are classified the gross pension liability less the fair value of are matched with related income. as financial fixed assets in the balance sheet plan assets. Net pension liabilities from under- and entered at the lower of cost and market funded pension schemes are included in the (c) Shares in limited partnerships value. Investments in listed shares and bonds, balance sheet as long-term interest free debt, Shares in limited partnerships are presented which form part of a trading portfolio, are while over-funded schemes are included as according to the equity method in the income valued at market value. Average cost is used long-term interest free receivables, if it is likely statement and the balance sheet for the par- when gains/losses on sale of shares and bonds that the over-funding can be utilized. ent company. are calculated. Gains/losses on sale of securi- ties are entered in the income statement as The effect of retroactive plan amendments (d) Classification of items in the financial state- financial income. without future benefits, are recognized in ments the income statement with immediate effect. Assets related to circulation of goods and re- (i) Property, plant and equipment and Changes in liabilities and plan assets as a result ceivables payable within one year etc. are clas- depreciation of variation in the basic assumptions, are dis- sified as current assets. Other assets are clas- Property, plant and equipment are entered tributed over the remaining assumed average sified as non current. An equivalent principle in the balance sheet at historical cost less ac- contribution years if the change exceeds 10% is applied to liabilities. Installments related to cumulated ordinary depreciation and write of gross liability. long term debt payable within one year are downs. Historical cost is purchase price with classified as short term liabilities. addition of purchase costs. Ordinary deprecia- The Company is parent in a Group presenting (e) Foreign currency items and derivatives tions are calculated linearly over the estimated their official accounts according to IFRS. In Short and long term assets and liabilities are useful economic life, with basis in the histori- this connection the Company has chosen to valued at currency rates prevailing at year end. cal cost, reduced by estimated scrap value. follow IAS 19 also for the parent company’s Unrealized losses are expensed and unrealized presentation of the pensions costs, as option- gains are accounted for as income. (j) Extraordinary items ally granted in NRS 6A. To be classified as “extraordinary”, an item Forward currency contracts are valued at fair must occur randomly, be of significant value, Net pension cost, which consists of gross value, i.e. unrealized gains and losses are ac- and regarded as unusual. pension cost, less estimated return on plan counted for in the income statement. assets adjusted for the impact of changes in (k) Management expenses estimates and pension plans, are classified as Currency options are valued at fair value if the Fred. Olsen & Co.’s management expenses are an operating cost, and is presented in the line options are “in the money”. Currency- and in- charged to «operating expenses» in the in- item operating expenses. terest rate swaps are valued according to the come statement. lowest of cost or market value principle, i.e. (n) Cash flow statement unrealized losses are accounted for in the in- (l) Tax The cash flow statement is prepared accord- come statement and balance sheet. Deferred tax shows the company’s tax liabil- ing to the indirect method. Cash and cash ity assuming its assets and debt are realized equivalents include cash, bank deposits and (f) Appraisal of receivables at book value by year end. Positive temporary other short term, liquid assets with maturity Receivables are appraised at face value with a differences state that book value is higher date within three months from the date of deduction for doubtful accounts. than taxable value, and vice versa for negative acquisition.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 57 58
Ganger Rolf ASA Accounting Policies and Notes
Note 1 – Personell expenses, professional fees to the auditors
Ganger Rolf ASA (the Company) has no employees apart from its Managing Director. Pursuant to a separate agreement with Fred. Olsen & Co. on certain administrative services comprising financial, accounting and legal services, Ganger Rolf ASA was in 2007 charged with a service fee of NOK 18.9 million inclusive of remuneration to the Managing Director on behalf of the Company.
In addition to the above, Fred. Olsen & Co. for the same period also invoiced subsidiaries of Ganger Rolf ASA and other Fred. Olsen related companies for the same or similar kind of services, according to separate agreements.
(Amounts in NOK 1 000) 2007 2006 2005
Remuneration etc. Salaries 0 0 0 Social Security cost *) 178 542 81 Employee benefits (pension costs) 4 541 11 265 9 724 Administration expenses Fred. Olsen & Co. 18 875 15 951 14 619 23 594 27 758 24 424
*) Related to pension paid to the Chairman of the Board.
Loan to employees Loan to employees in Fred. Olsen & Co. 0 0 0
Professional fees to the auditors Statutory audit 335 989 687 Other attestation services 7 11 123 Tax advice 247 190 223 Other services outside the audit scope 567 717 471 Total (VAT excluded) 1 156 1 907 1 504
Note 2 – Pension costs
Ganger Rolf ASA has no employees, except from the Managing Director. In reference to a management agreement with the company Fred. Olsen & Co., comprising certain administrative services including both financial, accounting and legal services, the Company is charged for the execution of such services and indirectly, for the pension costs related to the employees of Fred. Olsen & Co.
Employees of Fred. Olsen & Co. are members of Fred. Olsen & Co.’s Pension Fund. Employees of Fred. Olsen & Co. have the right to future pension benefits (defined benefit plan) based upon the number of contribution years and salary level at retirement. The pension schemes are administered by Fred. Olsen & Co.’s Pension Fund, which is a separate legal entity, mainly investing its funds in interest bearing securities and shares in Norwegian listed companies. The pension schemes are accounted for in accordance with IAS19. The pension plans meet the Norwegian requirements for a Mandatory Service Pension (OTP).
In addition to Fred. Olsen & Co., some companies associated with Ganger Rolf ASA, as well as other Fred. Olsen related companies with employees, are members of Fred. Olsen & Co.’s Pension Fund. The individual member companies are thus contributing to the financing of the pension fund with their respective, annually estimated premium payments, in addition to the active management of the pension fund’s capital, which is carried out by the pension fund itself.
58 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 59
Ganger Rolf ASA Notes
By the end of 2007, Fred. Olsen & Co.’s Pension Fund had a total of 308 members (2006: 305), of which 155 pensioners (2006: 158). The equity and insurance provisions of the pension fund amounted to 396 million as of 31 December 2007 (385 million in 2006). The value adjusted total capital of the pension fund was 491 million (474 million in 2006). The actuarial pension obligations were at the same time 262 million (250 million in 2006). The calculations are based on a premium scale approved by the Financial Supervisory Authority of Norway (Kredittilsynet) with a basic interest rate of 2.5%.
Fred. Olsen & Co. has unfunded (unsecured) pension obligations towards its directors and senior managers with a salary exceeding 12 G (of whom nine pensioners). The directors have the right to a pension upon reaching 65 years of age, while other managers have a pensionable age of 67 years. The pension obligations represent 66% of the salary at the time of retirement. The capitalized relative obligation of Ganger Rolf ASA is NOK 47.6 million (2006: 45.0 million).
The following represents Ganger Rolf ASA’s relative share of pension assets and liabilities related to employees, and pensioners of Fred. Olsen & Co.
(Amounts in NOK 1 000) 2007 2006
Present value of unfunded obligations -69 658 -65 845 Present value of funded obligations -96 857 -94 037 Total present value of obligations -166 515 -159 881 Fair value of plan assets 151 412 145 424 Present value of net obligations -15 103 -14 458 Unrecognised past service costs (not yet vested) 4 630 5 114 Unrecognised actuarial gains and losses 20 470 21 630 Recognised net overfunding for defined benefit obligations 9 997 12 286
Hereof unfunded pension plans (net liability) -47 632 -45 044 Hereof funded pension plans (net assets) 57 629 57 330 Recognised net overfunding for defined benefit obligations 9 997 12 286
Movement in plan assets: 2007 2006
Fair value of plan assets at 1 January 145 424 147 486 Expected return on plan assets 7 681 7 657 Contributions paid into the plan 0 0 Benefits paid by the plan -6 362 -6 045 Actuarial (losses) gains 4 669 -3 674 Fair value of plan assets at 31 December 151 412 145 424
At the balance sheet date plan assets are valued according to market rates. This value is updated yearly in accordance with statements from the Pension Fund.
Major categories of plan assets in Fred. Olsen & Co’s Pension Fund: 2007 2006
Equity instruments 32 % 31 % Bonds 64 % 63 % Annuities 1 % 2 % Other assets 3 % 4 % Plan assets 100 % 100 %
...the note continues on the next page
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 59 60
Ganger Rolf ASA Notes
Movements in the net liability for defined benefit obligations: (Amounts in NOK 1 000) 2007 2006
Unfunded obligations: Net liability for defined benefit obligations at 1 January -45 044 -39 663 Expense recognised in the income statement -4 841 -9 224 Payments during the year to pensioneer (incl. social security) 2 253 3 843 Net liability for unfunded pension plans 31 December -47 632 -45 044
Funded obligations: Net asset for defined benefit obligations at 1 January 57 330 56 742 Return on plan assets recognised in the income statement 300 -2 041 Repayment from the Pension Fund during the year (-) / Correction 0 2 630 Net asset for funded pension plans 31 December 57 629 57 330
Movements in liabilities for defined benefit obligations: (Amounts in NOK 1 000) 2007 2006
Unfunded obligations: Gross liability for defined benefit obligations at 1 January -65 845 -53 133 Benefits paid by the plan 2 252 3 843 Current service costs -3 343 -3 149 Interest on pension liability -2 786 -1 693 Actuarial losses / gains 64 -11 713 Gross liability at 31 December -69 658 -65 845
Funded obligation: Gross liability for defined benefit obligations at 1 January -94 037 -93 765 Benefits paid by the plan 6 362 6 045 Current service costs -3 384 -3 167 Interest on pension liability -3 998 -3 902 Actuarial losses / gains -1 800 752 Gross liability at 31 December -96 857 -94 037
Expense (-) / income recognised in the income statement: (Amounts in NOK 1 000) 2007 2006 2005
Unfunded obligations: Current service cost -3 343 -3 149 -2 960 Past service cost -670 -5 386 -8 271 Interest on obligation -2 786 -1 693 -1 753 Actuarial losses / gains 545 0 0 Grants received to cover pension expenses / corrections 1 413 1 004 0 Total -4 841 -9 224 -12 984
Funded obligations: Current service cost -3 384 -3 167 -2 418 Interest on obligation -3 998 -3 902 -4 166 Recognised actuarial losses 0 -2 629 0 Expected return on plan assets 7 682 7 657 9 843 Total 300 -2 041 3 260
Net pension cost recognized in operating expenses -4 541 -11 265 -9 723
60 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 61
Ganger Rolf ASA Notes
The following principal actuarial assumptions expressed as weighted averages, are used as basis for the calculation of the pension commitments at the balance sheet date:
2007 2006 2005
Discount rate at 31 December 4.8 % 4.4 % 4.3 % Expected return on plan assets at 31 December 5.8 % 5.4 % 5.3 % Future inflation 2.5 % 2.5 % 2.5 % Future salary increase 4.0 % 4.0 % 3.0 % Yearly regulation in official pension index (G) 3.8 % 3.8 % 3.0 % Future pension increases 2.0 % 2.0 % 2.0 % Social security costs 14.1 % 14.1 % 14.1 % Mortality table K2005 K2005 K1963 Disability table KU KU KU
The discount rate of 4.8% used for the calculation of the benefit obligations, is based on the guidance from Norsk RegnskapsStiftelse (NRS). The future long term salary increase is assumed to be 4.0% for the Company. The guidance from NRS is a salary increase of 4.5%, which in the long term is considered too high for the Company based on factors as the average age of the employees in Fred. Olsen & Co and historical information. The expected increase in expected social security costs (G) is 3.8% and is lower than the NRS recommendation of 4.25% but should bee seen in connection with the parameter for salary increase. Inflation is expected to be 2.5% - in line with the Norwegian National Bank (NB) target for inflation. Return on plan assets are in line with expectations and historical perspective for the Fred. Olsen Pension Fund.
Sensitivity analysis : Funded Pension Plans: A 0.25%-points increase in future salaries and the official pension index (G), gives a 3% increase in service cost and a 1.1% increase in the present value of the funded obligations (PBO). A 0.5%-points decrease in the discount rate gives an increase in Service Cost and PBO of 11% and 6% respectively.
Unfunded Pension Plans: A 0.25%-point increase in future salaries and the official pension index (G), gives a 2.7% increase in Service cost and a 1.8% increase in the present value of the funded obligations (PBO). A 0.5%-points decrease in the discount rate gives an increase in Service Cost and PBO of 10% and 8% respectively.
Expected contribution to funded defined benefit plans in 2008 is 0. Expected payment of benefits for the unfunded plans in 2008 is estimated at NOK 2.3 million.
Historical information 2007 2006 2005
Present value of the defined benefit obligations -166 515 -159 882 -73 450 Fair value of plan assets 151 412 145 424 73 743 Deficit in the plan (-) / Excess in the plan -15 103 -14 458 293
Experience adjustments arising on plan liabilities -1.9 % -4.6 % -21.5 % Experience adjustments arising on plan assets 3.1 % -2.5 % 0.0 %
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 61 62
Ganger Rolf ASA Notes
Note 3 – Property, plant and equipment
(Amounts in NOK 1 000) Other Real estate assets Total 2007 Total 2006
Cost price as per 01.01 46 528 19 310 65 838 62 919 Purchases 0 1 495 1 495 3 814 Disposals 0 -1 285 -1 285 -895 Cost price as per 31.12 46 528 19 520 66 048 65 838 Accumulated depreciation as per 01.01 -14 745 -12 323 -27 068 -25 073 Depreciation current year -1 636 -1 051 -2 686 -2 730 Accumulated depreciation assets sold 0 771 771 734 Accumulated depreciation as per 31.12 -16 381 -12 603 -28 983 -27 068 Book value as per 31.12 30 147 6 917 37 064 38 770
Expected economic life 25 years 1) Depreciation schedule is linear for all categories.
1) Fixtures and office equipment: 10 years, Cars: 7 years, Computer equipment: 5 years
Note 4 – Subsidiaries
Business Votes, Number of Book value (Amounts in NOK 1 000) Office Ownership percentage shares shares Equity
Knock Holding A/S Oslo 100 % 100 % 2 408 094 276 685 671 624 Laksa A/S Oslo 100 % 100 % 12 500 1 750 1 751 Borgå A/S Oslo 100 % 100 % 25 000 16 116 16 116 294 551
Note 5 – Shares in associated companies and sundry shares
(Amounts in NOK 1 000) Business Result Company Ownership Number of Associated companies office Equity for the year Share capital Voting share % Shares
Bonheur ASA Oslo 2 802 621 608 780 50 987 20.70% 8 443 640 Fred. Olsen Energy ASA Oslo 4 088 164 1 391 920 1 333 877 27.61% 17 814 382 Total stock listed investments Fred. Olsen Renewables A/S Oslo 491 312 34 824 400 000 50.00% 2 000 000 First Olsen Ltd Oslo USD 673 742 USD 207 281 USD 16 161 50.00% 8 080 796 Fred. Olsen Cruise Lines PTE Ltd Singapore GBP 43 893 GBP 9 673 USD 54 400 50.00% 27 200 000 Comarit Morocco MAD 181 752 MAD -11 393 MAD 50 000 27.50% 137 496 Fred. Olsen Brokers A/S Oslo 10 502 146 150 50.00% 750 Fred. Olsen Travel A/S Oslo 935 -814 1 500 50.00% 750 Fred. Olsen Fly- og Luftmateriell A/S Oslo 7 401 991 2 050 50.00% 1 025 Genomar AS Oslo 29 276 4 489 3 030 21.69% 657 225 Stavnes Byggeselskap A/S Hvitsten 7 318 -797 1 000 50.00% 5 000 Oslo Shipholding A/S Oslo 2 542 -141 1 666 50.00% 83 306 600
62 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 63
Ganger Rolf ASA Notes
(Amounts in NOK 1 000) Book value Market value Book value Market value Associated companies Cost price as per 31.12.07 as per 31.12.07 as per 31.12.06 as per 31.12.06
Bonheur ASA 113 271 113 271 2 068 692 113 271 2 313 557 Fred. Olsen Energy ASA 1 466 045 1 466 045 5 290 871 1 466 045 5 255 243 Total stock listed investments 1 579 316 1 579 316 7 359 563 1 579 316 7 568 800 Fred. Olsen Renewables A/S 275 000 275 000 275 000 First Olsen Ltd 941 011 728 144 728 144 Fred. Olsen Cruise Lines PTE Ltd 173 786 173 786 173 786 Comarit 7 088 7 088 7 088 Fred. Olsen Brokers A/S 50 50 50 Fred. Olsen Travel A/S 750 750 750 Fred. Olsen Fly- og Luftmateriell A/S 1 100 1 100 1 100 Genomar AS 28 064 8 587 Stavnes Byggeselskap A/S 4 719 4 719 4 719 Oslo Shipholding A/S 7 243 1 943 1 943 Various shares 48 48 48 Tusenfryd ASA 1) 37 436 Borgå A/S 1 250 Total 3 018 174 2 780 529 2 810 630
1) Total shareholding sold at NOK 29,00 per share, resulting in a profit of NOK 57 million and is included in “gain on sale of securities”.
(Amounts in NOK 1 000) Ownership Book value Market Book value Market Company Voting- Number Cost as per value as as per value as share capital share % og shares price 31.12.07 per 31.12.07 31.12.06 per 31.12.06
Sundry Eidsiva Rederi ASA 55 500 2.46% 273 349 1 394 1 394 9 294 1 394 7 654 Opera Software ASA 2 331 0.51% 608 333 2 538 2 538 7 969 2 538 9 125 Callon Petroleum Company USD 209 2.82% 589 693 74 107 50 565 52 489 50 565 55 437 Various shares 95 95 382 155 778 Total stock listed investments 78 133 54 592 70 133 54 652 72 994 NHST Media Group A/S 11 629 16.15% 187 824 60 613 60 613 60 613 Verdane Capital II AS 223 7.18% 16 032 8 137 658 658 Verdane Capital III AS 9 900 5.68% 5 625 563 563 563 IT Fornebu Eiendom Holding A/S 639 879 6.70% 779 882 76 497 76 497 73 384 Various shares 4 122 3 681 3 533 Genomar AS 4 470 IT Fornebu AS 3 113 Total 228 065 196 603 200 986
Note 6 – Bonds
(Amounts in NOK 1 000) Book value Market Average Book value Market Cost as per value as per interest as per value as per price Currency 31.12.07 31.12.07 rate 2007 31.12.06 31.12.06
Fixed assets: Norwegian government NOK 102 102 Energy Services companies 150 019 NOK 142 819 142 819 4.8 % 145 111 144 644 Total 150 019 142 819 142 819 145 213 144 746
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 63 64
Ganger Rolf ASA Notes
Note 7 – Receivables
(Amounts in NOK 1 000) 2007 2006
Current assets - interest bearing Associated companies 545 71 283
Current assets - non interest bearing Subsidiaries 60 278 23 921 Accounts receivables 1) 7 353 9 807 Dividend approved, not received 75 148 Others 2) 107 183 9 543 Total short term receivables 250 507 114 555
Financial fixed assets - interest bearing Subsidiaries 3) 21 905 39 828 Associated companies 114 649 159 062 Other 13 400 14 041
Financial fixed assets - non interest bearing Others 12 053 22 322 Total long term receivables 162 007 235 252
Interest from subsidiaries 668 426
Loss on receivables 0 0 Allocation to bad debt 0 0
1) Hereof subsidiaries and other related companies 4 907 8 788 2) Hereof sales price Tusenfryd shares 94 297 3) Hereof interestbearing from 1/1-08 (1/1-07) 7 944 23 000
64 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 65
Ganger Rolf ASA Notes
Note 8 – Share capital and shareholders
Major shareholders as of 31.12.2007: Number %
Bonheur ASA 19 044 382 53.1 % SEB Bank - Oslooffice 3 309 665 9.2 % Verdipapirfondet Odin Norge 1 558 275 4.3 % Skagen Vekst 1 298 850 3.6 % Verdipapirfondet KLP 816 600 2.3 % MP Pensjon 662 400 1.8 % Orkla ASA 617 400 1.7 % Invento A/S 610 700 1.7 % Citibank N.A. A/C Dfa-int. Sml. Cap. 430 700 1.2 % Other shareholders 7 492 778 20.9 % Total outstanding shares 35 841 750 100.0 % Own shares 438 250 Total issued shares 36 280 000
The share capital of Ganger Rolf ASA amounted to NOK 45.350.000,- divided into 36.280.000 issued shares at nominal value of NOK 1,25 each.
The directors, the members of the shareholder’s committee, managers and the auditors, held/controlled, directly or indirectly, the following shares as per 31.12.2007:
The Board of Directors: Shareholders’ committee: The Auditor
Anette S. Olsen 19 661 250 Einar Harboe 60 Auditor 0 Fred. Olsen 13 680 Jørgen G. Heje 1 200 John C. Wallace 600 Bård Mikkelsen 0 Andreas Mellbye 0 Aase Gudding Gresvig 0 Anna Synnøve Bye 0 Christian F. Michelet 0 Håvar Poulsson 0
(Amounts in NOK 1 000) Paid in Additional Other Total Total Equity share capital paid in capital equity 2007 2006
Equity 01.01 45 350 25 920 3 325 404 3 396 674 3 482 195 Own shares 1) -548 -108 949 -109 497 0 Result for the year 387 690 387 690 563 891 Proposed dividends -627 231 -627 231 -362 800 Interim dividends -358 418 -358 418 -286 612 Dividends own shares 2) 2 133 2 133 0 Equity 31.12 44 802 25 920 2 620 629 2 691 352 3 396 674
1) Purchase of own shares Date Number of shares Cost price 25.05.07 100 000 24 649 31.05.07 113 250 28 823 01.06.07 225 000 56 025 438 250 109 497
2) Before payment of dividends, but after the Board of Directors approval of the 2006 financial statements, Ganger Rolf ASA bought own shares. Dividends for these shares are therefore credited equity.
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 65 66
Ganger Rolf ASA Notes
Note 9 – Liabilities
(Amounts in NOK 1 000) 2007 2006
Current liabilities: Dividends 627 231 362 800 Approved interim dividends 358 418 0 Accounts payable 1) 6 777 5 715 Other short term liabilities 39 924 6 228 Total current liabilities 1 032 350 374 743
Other non current interest bearing liabilities: Loan from subsidiaries 669 486 668 651 Loan from associated companies 2 059 88 740 Total other non current interest bearing liabilities 671 545 757 391 Total non current interest bearing liabilities 671 545 757 391
Interest paid to subsidiaries 27 355 18 683
1) Hereof subsidiaries and other related companies 116 224
Ganger Rolf ASA has a secured credit facility of USD 37.5 million, which matures in 2008, of which USD zero was outstanding at year end. In addition, the company has a line of credit with DnB of NOK 4 million, of which NOK 2.1 million is drawn as per 31.12.07. A major portion of the long term debt is hedged by way of an interest rate swap. See note 13.
Note 10 – Mortgages and guarantees
(Amounts in NOK 1 000)
Mortgages securities Book value of collateral: 2007 2006
Shares 1) 157 692 157 692 Total 157 692 157 692
Guarantees Guarantee in favour of associated companies 2007 2006
Cruise vessels 814 800 847 700 Windfarms 551 800 202 900 Other 14 700 48 800 Total guarantee commitments 31.12 2) 1 381 300 1 099 400
1) 1,750,000 shares in First Olsen Ltd. mortgage secured against a credit facility loan of USD 37.5 million with DnB NOR Bank ASA, unused as per 31.12.07.
2) Ganger Rolf ASA and Bonheur ASA are jointly and severally liable for guarantees of approximately NOK 450 million. Further they are liable for pro rata guarantees amounted to NOK 1,862 million. (i.e. NOK 931 million each).
66 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 67
Ganger Rolf ASA Notes
Note 11 – Tax
(Amounts in NOK 1 000) 2007 2006
Result before tax and group contribution 354 735 540 982 Group contribution 39 356 23 921 +/- permanent differences, tax exempt dividends -361 461 -578 380 +/- Changes in temporary differences 19 276 55 222 - Deferred allowances -13 160 -37 382
Basis tax payable 38 746 4 363
Tax payable 28% 10 849 1 222
Tax cost estimated as follows Tax payable, 28% -10 849 -1 222 Change in deferred tax, see below 4 447 210 Tax expense -6 402 -1 011
Tax cost ordinary result 2007 2006 28 % tax 28 % tax
Result before tax and group contribution 99 326 158 173 Group contribution 11 020 0 Permanent differences 526 658 Permanent differences on shares and dividend -111 138 -156 176 Group contribution, correction previous years 4 474 -6 429 Adjustments temporary differences 2006 6 642 4 785
Basis for tax cost Hereof 28% tax cost 10 849 1 011
Deferred tax in the balance sheet Change 2007 2006
Fixed assets -1 419 -6 245 -4 826 Deferred table gain/loss account -6 273 25 090 31 363 Receivable in foreign currencies / financial instruments -11 845 -10 454 1 391 Pension premium funds -2 289 9 997 12 286 Shares/bonds 3 393 -9 475 -12 868 Miscellaneous differences 2 550 0 -2 550 Net temporary differences -15 883 8 913 24 796
Deferred tax benefit (-) / deferred tax liabilities 28% -4 447 2 496 6 943
Total change in deferred tax -4 447
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 67 68
Ganger Rolf ASA Notes
Note 12 – Related party information
Activities include transactions with related companies and parties. All services between related parties are priced based on cost incurred, added a profit margin. The following transactions between related parties occurred in 2007:
Internal short and long term Group of companies loans and commitments carry market interest rates according to agreement at the date of issue. Interest rates are reviewed quarterly against official market rates. Interest rates charged on long term group loans are regulated on a yearly basis.
Anette S. Olsen is the Managing Director of Ganger Rolf ASA (the Company). She is also the sole proprietor of Fred. Olsen & Co. which has 72 em- ployees. In reference to an agreement, Fred. Olsen & Co. carries out financial, accounting, legal and administrative services to the Company. In 2007, Fred. Olsen & Co. invoiced the Company 18.9 million for services rendered under the said agreement, as well as for the payment of the remuneration to the Managing Director on behalf of the Company. This remuneration as established by the Board, also reflects an adequate profit element rela- tive to the aforementioned services provided by Fred. Olsen & Co. Pension costs are discussed in note 2. In addition, Fred. Olsen & Co. also invoiced subsidiaries and associated companies of Ganger Rolf ASA, as well as other Fred. Olsen related companies for similar or corresponding services ac- cording to separate agreements.
The Company has been invoiced for the following costs from Fred. Olsen & Co.:
(Amounts in NOK 1 000) 2007 2006 2005
Management costs invoiced the Company 18 875 15 951 14 619 Amount outstanding between Fred. Olsen & Co. and the Company *) -5 060 - 3 330 553
*) Short term outstanding in connection with current operations.
The Company’s Managing Director received the following compensation:
(Amounts in NOK 1 000) 2007 2006 2005
Ordinary remuneration 2 250 1 700 1 600 Pensions, charged as an expense 1) 1 481 1 044 780 Bonus payment for 2005 and 2006 2 040 0 0 Other compensations 96 94 92 Total 5 867 2 838 2 472
1) The Managing Director is entitled to a pension corresponding to 70% of ordinary remuneration as from the age of 65. The pension scheme has not been subject to any modification during 2007.
The Managing Director is not party to any share options, profit sharing agreements or similar arrangements.
As mentioned in Note 1, the Company has an agreement with Fred. Olsen & Co. comprising various financial, accounting, legal and administrative serv- ices. Fred. Olsen & Co. also supports other Fred. Olsen related companies with corresponding or similar services according to separate agreements.
Regarding remuneration policy for key personnel, see the Group of Companies accounts, note 25.
68 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 69
Ganger Rolf ASA Notes
Despite Fred. Olsen & Co. beeing an independent service provider in relation to the Company, it is in this connection advised that the group of manag- ers in Fred. Olsen & Co. during 2007 consisted of five persons. The relative share of the compensation for these persons is as follows:
(Amounts in NOK 1 000) 2007 2006
Salary 3 058 3 058 Bonus 949 788 Pension benefits 2 884 2 119 Other compensation 255 326 Total 7 145 6 290
Initially, a proportionate bonus provision of NOK 2.5 million payable to managers and key personnel in Fred. Olsen & Co. has been made in the ac- counts of the Company. In addition, all employees in Fred. Olsen & Co. will receive a bonus payment equal to one month gross salary. For this reason a provision of NOK 1.4 million has been made in the accounts of the Company. Total provision for bonus, exclusive of social security costs is 3.9 mil- lion (2006: 4.6 million). The background to the decision on bonus payment by the company is the general strong results produced, coupled with an evaluation of and how such performance has contributed to the said strong result.
In 2007, the members of the board received the following directors’ fees from the Company:
(Amounts in NOK 1 000) 2007 2006
Fred. Olsen, Chairman of the Board 500 500 Anna Synnøve Bye 125 100 Andreas Mellbye 125 100 John C. Wallace 125 100 Anette S. Olsen 0 0 Håvar Poulsson, alternate director 70 60 Total 945 860
The board member John C. Wallace received separate from his board compensation a consultant fee of NOK 92,000 from the Company.
In 2007, the Chairman received NOK 1,147,000 (2006: 3,843,000) in pension payment from the Company. The 2006 figure includes an extraordinary balancing pension payment as relative to the ordinary pension of NOK 1,120,000 from the Company.
Mr. Fred. Olsen is party to a consultancy agreement with the Company. The first payment, amounting to NOK 500,000, under this agreement is due in 2008.
(Amounts in NOK 1 000) 2007 2006 2005
Board of Director’s fees 945 860 850
Shareholders’ committees fees 260 210 210
Loan to former CFO 1 000 1 000
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 69 70
Ganger Rolf ASA Notes
Note 13 – Financial instruments
The Company’s ordinary operations involve exposure to credit-, interest-, currency- and liquidity risks. Financial derivatives are used as a safeguard against fluctuations in interest rates and exchange rates. Entering into a derivative contract entails less variation in Company cash flow than would otherwise be the case. However, variations in the profit and loss account may increase, due to the fact that changes in the fair value of derivative contracts are quarterly recognized in the income sheet as long as the contracts do not meet the requirements for hedge accounting.
Credit risk Transactions with financial derivatives are carried out with counterparties with good credit ratings. The counterparty risk is therefore considered to be low. The maximum exposure of the credit risk is reflected in the balance sheet value of each financial asset, including financial derivatives.
Interest rate risk Ganger Rolf ASA is exposed to fluctuations in interest rates, as the debt is partly based on floating interest rates, primarily in GBP and USD. From time to time, the Company enters into interest rate swap agreements in order to reduce the interest rate risk.
Normally there is a close match between the interest rate swap agreements Ganger Rolf ASA enters into and the specific loans and financial lease commitments of the Company. The underlying amount of the interest rate swap agreements, payment profiles and other terms are aligned with the underlying obligations in order to achieve the highest possible degree of hedging. Please refer to note 9 for an overview of Company loan commit- ments. However, Ganger Rolf ASA enters also into interest rate swap agreements which are not directly related to specific loans or financial lease commitments.
Ganger Rolf ASA has an interest rate swap agreement of NOK 50 million outstanding. The fixed interest rate is 3.615% and the agreement expires in 2009. The unrealized gain by the end of the year was NOK 1.5 million (2006: unrealized gain NOK 1.2 million). The interest rate swap is not related to a specific loan, but functions as a general hedge against rising NOK interest rates.
Currency risk Ganger Rolf ASA is exposed to currency risk by the purchase, sale, assets and liabilities in other currencies than NOK, primarily the currencies GBP, USD and EUR.
The Company accounts are presented in NOK. The Company is closely monitoring the currency markets, and enters into forward exchange contracts when this seems appropriate. Most forward exchange contracts entered into are hedging contracts. For forward exchange contracts utilized as fi- nancial hedging of monetary assets and liabilities in foreign currency, but not qualifying for hedge accounting, the variations in fair value are charged against the income statement. Both variations in the fair value of forward exchange contracts and currency gains and losses on monetary assets and liabilities are included in the Company’s net financial items.
For currency contracts used for hedging of monetary assets and liabilities in foreign currencies, but not subject to hedge accounting, changes in the valuations are recognized in the income statement. Both changes in valuation of currency contracts and currency gains and losses of monetary assets and liabilities are included in Ganger Rolf’s financial items.
Liquidity risk A conservative handling of the liquidity risk involves having sufficient cash, securities and available financing, as well as the possibility of closing market positions. Ganger Rolf ASA is exposed to the risk of not being able to sell unlisted shares at prices close to fair value. The management is of the opinion that this risk is low, as the investments in unlisted shares are long term investments. Ganger Rolf ASA has a secured credit facility of USD 37.5 million, of which zero was outstanding as per year end.
Solidity Ganger Rolf ASA has an equity ratio of 60%.
Assessment of fair value The most important methods and assumptions applied when evaluating the fair value of financial instruments are summarized below.
Shares and bonds Fair value is based on listed market prices on the balance sheet date without deduction for transaction costs. Where no listed marked price is avail- able, the fair value is estimated based on information received from the companies.
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Ganger Rolf ASA Notes
Financial derivatives The valuation of forward exchange contracts is either based on bank quotations or calculated on the basis of spot rates of exchange by the turn of the year adjusted for interest differences until the due date of the contracts. The valuation of currency option contracts is based on bank quotations.
Variations in the fair value of financial derivatives are charged against the income statement under the Company’s net financial items.
Accounts receivable and accounts payable The book value is considered to reflect the fair value of accounts receivable/payable of duration less than one year. Other accounts receivable/payable should be discounted in order to assess the fair value.
Fair value of financial instruments Fair value and book value are as follows:
Book value Fair value Book value Fair value (Amounts in NOK 1 000) 2007 2007 2006 2006
Cash and cash equivalents 523 664 523 664 700 092 700 092 Trade debtors and other short term receivables 250 507 250 507 114 555 114 555 Shares and bonds 3 414 502 7 572 516 3 435 262 7 786 540 Interest rate swap agreements: Assets 0 1 469 3 271 3 271 Liabilities 0 0 -1 880 -1 880 Hedged bank loans 0 0 0 0 Loans from associated companies -671 545 -671 545 - 757 391 -757 391 Trade creditors and other short term liabilities -1 032 350 -1 032 350 -9 303 -9 303 2 484 778 6 644 261 3 484 606 7 835 884 Unrealized gains / (losses) 4 159 483 4 351 278
NOTE 14 – Cash and cash equivalents
(Amounts in NOK 1 000) 2007 2006
Cash related to payroll tax withholdings 546 490 Unrestricted cash 218 993 99 602 Short-term interest bearing investment *) 304 125 600 000 Total cash & cash equivalents 523 664 700 092
Unused credit facilities 204 772 238 566
*) Per year end 2007 NOK 152.0 million of the short-term interest bearing investment is tied up until 2 January 2008 at an interest rate of 5.35%, and NOK 152.1 million is tied up until 18 February 2008 at an interest rate of 5.81% per year.
Note 15 – Art
In 2006 four art works by Edvard Munch were sold at an auction at Sotheby’s in London. The sale generated a gain of NOK 54.1 millions (GBP 4.6 millions).
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Auditor’s Report
Statement of the Shareholders’ Committee
The annual report and accounts for 2007 were addressed by the Shareholders’ Committee on 10 April 2008. The Shareholders’ Committee re- solved to recommend to the Annual General Meeting that the Board’s proposal to the annual accounts for 2007 is approved. The Shareholders’ Committee further resolved to recommend to the Annual General Meeting that the Board’s proposal to an ordinary dividend equal to NOK 17.50 per share, in total for the company NOK 627.2 million, be accepted. Oslo, 28 April 2008 Christian Fredrik Michelet , Chairman of the Shareholders’ Committee
72 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 73
Corporate Governance
The Company is focusing on a continuing de- dresses the issue of remuneration to the Man- tive to the principle of preference for existing velopment of its already established principles aging Director of the Company. shareholders on subscription for new shares. for good corporate governance. These prin- In the event the Board should ask the Annual ciples are founded on the Norwegian Code The Shareholders Committee consists of the General Meeting for authority to increase the of Practice for Corporate Governance and following persons: Christian Fredrik Michelet share capital or acquire treasury shares, such adapted to the organizational structure of the (Chairman), Einar Harboe (Deputy Chairman), authorities will in any event only be asked for Company. This evolving process is considered Aase Gudding Gresvig, Bård Mikkelsen and a period of time limited until the next ordinary important in connection with the Company’s Jørgen Heje. In 2007 the Shareholders Com- Annual General Meeting. long term added value and its general respon- mittee conducted 4 meetings. sibilities towards society which in turn will also The Company has a policy on dividends taking be benefiting the Company’s shareholders, The Company’s business into account the development of the Compa- employees and the society at large. The object clauses of the Company as re- ny’ results and otherwise its investment plans flected in the Articles of Association read as and financial position. Specific situations may, Significant parameters in this process are follows: “Ganger Rolf ASA is a limited liability however, arise where it will be in the interest of transparency, integrity and responsibility. company with its registered office in Oslo. The the shareholders that dividends are not recom- These basic principles also reflect the Compa- company’s business is to engage in maritime mended – or, on the contrary - that extraordi- ny’s value base as they also identify the ethical and energy related activities, transportation, nary dividends are recommended distributed. guidelines governing the Company’s respon- technology and property development, in- The policy on dividends is established by the sibility towards society and their behaviour in vestments within finance and commerce, as Board of the Company which makes proposals general. well as participation in other enterprises” for allocations to the General Assembly, subse- quent to the Shareholders Committee having Transparency secures confidence towards pro- In line with the wording of the referenced addressed these issues. As further elaborated cedures and decision making and the way in object clause, the Company runs a diversified in the Annual Report this year’s proposal for which the various activities of the Company business. The various business areas and the dividend to the Annual General Meeting in May are discharged. In this connection the Com- results of these are reflected in the Annual 2008 is NOK 17.50 per share. Also for this year it pany’s policy on information is essential. In- Reports. has been deemed appropriate to recommend tegrity is the resulting effect of the norms that an unusually high level of dividend, in view of characterize the Company and contributes in Share Capital and Dividends the good financial result and the Company’s securing a proper conduct of the Company’s The equity of the Company is addressed in generally strong financial condition. affairs. Responsibility speaks to clarity as to the note 17. The Board considers that the equity consequences of acts or omissions. levels are satisfactory taking into account the Equal treatment of shareholders and Company’s financial position relative to strat- transactions with related parties The Shareholders Committees egy and risk profile. The Company only has one class of shares and The supervisory function of the Sharehold- each share equals one vote. The Company em- ers Committee constitutes an integral part Through resolution in last years’ Annual Gen- phasizes the principle of equal treatment of of the Company’s conduct relative to good eral Meeting the Board was granted authority all shareholders. The Company has not been Corporate Governance. It follows from the to acquire own shares at nominal value up to engaged in other transactions with sharehold- Company’s Articles of Association that the NOK 4 535 000 distributed on up to 3 628 000 ers, Board members, management or anyone Shareholders Committee is responsible for ex- shares. During May and June 2007 the Com- related to these other than what follow from ercising its supervisory function relative to the pany purchased 438 250 own shares at an av- Note 25 and 28 to the respective Annual Ac- Board’s and Management’s business conduct. erage price of NOK 249.35 per share. counts or which may otherwise have been The way in which the Shareholders Commit- reported in separate announcements to Oslo tee carries out these duties is belayed in the Reference is also made to Bonheur ASA’s pur- Stock Exchange. aforementioned Norwegian Code of Practice chases of 438 250 shares in the Company, at for Corporate Governance and equally follows an average price of NOK 249.35 per share dur- General Meetings established guidelines adapted to the way ing May and June. Following these purchases, Annual General Meetings are normally held in which the Company is organized. These Bonheur ASA owns 19 044 382 shares in the in May each year under the conduct of the guidelines i.a. address potential questions on Company, representing 53.13% of the out- Chairman of the Shareholders Committee. conflict of interest. The Shareholders Commit- standing shares. The Company seeks to have these General tee is dealing with the Company’s annual ac- Meetings conducted in line with the aforesaid counts and expresses its view to the General The Company has no existing authority to Norwegian Code of Practice for Corporate Assembly on the Board’s proposals on annual conduct any increase of its share capital. To the Governance. accounts and dividends. The Shareholders extent proposals will be made to the Annual Committee elects members to the Boards, General Meeting on authority to increase the The summons, together with the appurtenant propose appointment of auditor and also ad- share capital, caution will be exercised rela- papers, is distributed in good time in advance
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 73 74
Corporate Governance
of the Meetings. Shareholders who are pre- Emphasis is placed on a clear distinction in re- and also provides specific statements to the vented from participating may vote by way of sponsibility between management together Shareholders Committee as part of the es- proxy. The Shareholders Committee, the Board with the Managing Director and the Board and tablished routines within the Company on and the Company’s auditor are all represented a separate set of instructions for the Board and Corporate Governance. The auditor further on at the Annual General Meetings. The Annual the Managing Director, respectively, are estab- an annual basis provides an evaluation of the General Meeting i.a. elects members to the lished. In Note 25 to the accounts information Company’s risks, internal control and quality Shareholders Committee. on compensation to the Board is provided. The on reporting. compensation to the Board is not depending The Board on results and neither have the Directors been The Shareholders Committee conducts at least The ultimate administration of the Company’s granted any options. two meetings per year together with the Com- business which imply securing that the Com- pany’s auditor where i.a. issues relative to risk pany’s business conducts are in accordance As follows from Note 25 ”Related parties” one management and internal control are being with the basic values of the Company, rest Director has received consultancy fees total- addressed. with the Board. The Board at present consists ling NOK 92,000 from the Company in addition of five directors, and an alternate director, who to ordinary Board fee. In connection with the auditor’s report the au- are elected for a two-year period. In addition ditor also provides an affirmation to the Share- to exercising the authorities on decision-mak- Managing Director holders Committee on his independency and ing and control functions, the Board focuses Anette S. Olsen is the Managing Director of objectivity. The auditor participates at the Or- on development of the Company’s strategy. the Company. She is also the sole proprietor of dinary Annual General Meeting. In connection Fred. Olsen & Co. which provides certain serv- with the issue on compensation to the auditor Emphasis is placed on providing the Board ices within the areas of finance, legal, account- it will always be identified how this compensa- members with good information as a basis ing and administration to both the Company tion is split between statutory auditing on the for the Directors to adequately discharge and other Fred. Olsen - related companies. one side and other tasks on the other. their duties. All matters of assumed material importance to the Company are addressed by The remuneration to the Managing Director Information and communication the Board. This i.a. comprises considering and and the fee paid to Fred. Olsen & Co. follow Emphasis is placed on conducting a policy on approving quarterly and annual accounts, sig- from Note 25. information which aims at providing the mar- nificant investment issues (hereunder acquisi- ket relevant and timely information in a way tions and divestments) and overall strategies. The Company has no other employees but its that supports the principle of equal treatment Managing Director. There are no option pro- of all shareholders. The Company conducts The composition of the Board reflects a broad grams in the Company or in Fred. Olsen & Co. presentations to shareholders and analysts in level of competence. Bonuses relative to both 2006 and 2007 have connection with announcement of the quar- been granted as mentioned in Note 25. terly results. Annual - and quarterly reports, The Board members Anna Synnøve Bye and together with the aforementioned presenta- Andreas Mellbye are independent of the Com- Auditor tions, are made available on the Company’s pany’s management and the Company’s main The Company’ auditor is annually provid- web site. The Company has preparedness on shareholders, and so is the alternate Director, ing an activity plan which is presented to information for situations of an extraordinary Håvar Poulsson. the Shareholders Committee and the Board character.
74 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 75
Fleet List as of 31 December 2007
GANGER ROLF GROUP of companies
Company/vessel Building year Type Tonnage Ownership
Fred. Olsen Cruise Lines (Holdings) Ltd.: Black Watch 1972/1982/2005 Cruise 28 613 grt 50.0 % Braemar 1993/2001 Cruise 19 089 grt 50.0 % Black Prince 1967/1987/2004 Cruise 11 209 grt 50.0 % Boudicca 1973/2006 Cruise 28 372 grt 50.0 % Balmoral 1988/2007 Cruise 43 537 grt 50.0 %
Fred. Olsen Energy ASA: Bredford Dolphin 1976/2007 H-3 Drilling rig 26.7 % Borgny Dolphin 1977 H-3 Drilling rig 26.7 % Borgsten Dolphin 1975 H-3 Drilling rig 26.7 % Byford Dolphin 1973 H-3 Drilling rig 26.7 % Bideford Dolphin 1975/99 H-3 Drilling rig 26.7 % Borgland Dolphin 1976/99 H-3 Drilling rig 26.7 % Borgholm Dolphin 1975 H-3 Service rig 26.7 % Belford Dolphin 2000 DP Drillship 1) 40 362 grt 26.7 % Blackford Dolphin 1974/2007 H-3 Drilling rig 26.7 %
Fred. Olsen Production ASA: Knock Taggart 1974/96/98 FPSO 1) 140 905 dwt 50.0 % Petroleo Nautipa 1974/98 FPSO 1) 141 330 dwt 25.0 % Knock Dee 1974/96 FSO & Shuttle 1) 128 358 dwt 50.0 % Knock Allan 1992 Tanker 145 242 dwt 50.0 % Knock Nevis 1979/2004 FSO 1) 564 763 dwt 50.0 % Knock Adoon 1985/2006 FPSO 1) 244 942 dwt 50.0 %
First Olsen Ltd. (Bermuda): Knock Sheen 1998 Tanker 159 989 dwt 50.0 %
Comarit S.A.: Banasa 1975/2004 Ferry 11 668 grt 27.5 % Boughaz 1974 Ferry 8 257 grt 27.5 % Berkane 1976 Ferry 20 079 grt 27.5 % Biladi 1980 Ferry 18 913 grt 27.5 %
1) FSO = Floating Storage and Offloading vessel FPSO = Floating Production, Storage and Offloading vessel DP = Dynamic Positioning
Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 75 76
76 Ganger Rolf ASA - Annual Report 2007 Ganger Rolf ASA - Annual Report 2007 77
Addresses
Ganger Rolf ASA Energy services Enterprise no: 930 357 618 Fred. Olsens gate 2 Fred. Olsen Energy ASA Fred. Olsen Production ASA 0152 Oslo, Norway Enterprise no: 977 388 287 Enterprise no: 930 366 323 Telephone: +47 22 34 10 00 Fred. Olsens gate 2 Fred. Olsens gate 2 Telefax: +47 22 41 17 45 0152 Oslo, Norway 0152 Oslo, Norway www.ganger-rolf.com Telephone: +47 22 34 10 00 Telephone: +47 22 34 10 00 Telefax: +47 22 41 18 40 Telefax: +47 22 42 99 46 www.fredolsen-energy.com www.fpso.no Bonheur ASA Enterprise no: 830 357 432 Fred. Olsens gate 2 Renewable energy 0152 Oslo, Norway Telephone: +47 22 34 10 00 Fred. Olsen Renewables AS Fred. Olsen Renewables Ltd. Telefax: +47 22 41 17 45 Enterprise no: 983 462 014 Enterprise no: 2672436 www.bonheur.net Fred. Olsens gate 2 Kings Scholar House 0152 Oslo, Norway 230 Vauxhall Bridge Road Telephone: +47 22 34 10 00 London, SW1V 1AU, England Fred. Olsen & Co. Telefax: +47 22 42 87 79 Telephone: +44 207 931 0975 Enterprise no: 970 942 319 www.fredolsen-renewables.com Telefax: +44 207 931 7449 Fred. Olsens gate 2 www.fredolsen-renewables.com 0152 Oslo, Norway Telephone: +47 22 34 10 00 Shipping Telefax: +47 22 41 17 45 www.fredolsen.com Fred. Olsen Cruise Lines First Olsen Ltd. First Olsen AS (Holding) Ltd. Enterprise no: 981 572 262 Enterprise no: 970 897 356 Enterprise no: 64 43 267 Clarendon House Strandgaten 5 Fred. Olsen House 2. Church Street P.O. Box 581 Sentrum White House Road Hamilton, Bermuda HM CX 0106 Oslo, Norway Ipswich Suffolk IP1 5LL, England Telephone: +1 441 295 1422 Telephone: +47 22 34 11 80 Telephone: +44 1 473 292 200 Telefax: +1 441 292 4720 Telefax: +47 22 34 11 82 Telefax: +44 1 473 292 201 www.fotl.no www.fotl.no www.fredolsencruises.com
Fred. Olsen Marine Services AS Knock Tankers Ltd. Enterprise no: 962 189 938 Enterprise no: 963 906 250 Prinsens gate 2B Strandgaten 5 0152 Oslo, Norway P.O. Box 743 Sentrum Telephone: +47 22 34 11 00 0106 Oslo, Norway Telefax: +47 22 42 13 14 Telephone: +47 22 34 12 00 www.fredolsen-marine.com Telefax: +47 22 42 24 41
Other investments
Fred. Olsen Travel AS Fred. Olsen Fly og Luftmateriell AS Fred. Olsen Brokers AS Enterprise no: 925 619 655 Enterprise no: 814 000 702 Enterprise no: 914 945 356 Prinsensgate 2B Prinsensgate 2B, Fred. Olsens gate 2 0152 Oslo, Norway 0152 Oslo, Norway 0152 Oslo, Norway Telephone: +47 22 34 11 11 Telephone: +47 22 34 13 88 Telephone: +47 22 34 10 00 Telefax: +47 22 34 13 71 Telefax: +47 22 00 88 88 Telefax: +47 22 42 09 76 www.fredolsentravel.com
Ganger Rolf ASA - Annual Report 2007 77 2007
Annual General Meeting The annual general meeting will be held at the company’s office, Fred. Olsens gt. 2 (entrance Tollbugt. 1b) 29 May 2008, at 2 pm.
Fred. Olsens gate 2, P.O. Box 1159 Sentrum, N-0107 Oslo Telephone: +47 22 34 10 00, Telefax: +47 22 41 17 45, Internet: www.ganger-rolf.com