2014
Annual Report 2014 2
Contents
Key Figures 3
Ganger Rolf ASA – Overview 4-5
Directors’ Report 2014 6-12
Consolidated accounts 14-51 Consolidated Income Statement 14 Consolidated Statement of Comprehensive Income 15 Consolidated Statement of Financial Position 16-17 Statement of Changes in Equity 18 Consolidated Cash Flow Statement 19 Notes to the Consolidated Financial Statements 20-51
Ganger Rolf ASA NGAAP accounts 52-70 Income Statement (NGAAP) 52 Balance Sheet (NGAAP) 53 Cash Flow Statement (NGAAP) 54 Accounting Policies 55 Notes 56-70
Statements 71
Auditor’s Report 72-73
Corporate Governance 74-76
Fleet List 77
Addresses 78
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Key Figures (consolidated accounts)
(Amounts in NOK million) 2014 2013 2012
Income statement Operating income 0.3 0.5 2.0 Operating result -63.6 -47.8 -44.8 Share of profit in associates 138.9 501.8 475.4 Net finance expense -65.7 -95.8 -20.6 Profit before tax 9.6 358.2 410.0 Tax expense -4.4 -8.2 -33.7 Net profit from continuing operations 5.2 350.0 376.3 Net result from discontinued operations 0.0 -102.5 7.0 Profit for the year 5.2 247.5 383.2 Profit for the year (shareholders of the parent) 5.2 247.5 383.2
Statement of financial position Non-current assets 7 456.4 6 480.8 6 631.2 Current assets 1 275.5 287.1 285.8 Equity 5 410.5 4 990.9 4 827.2 Non-current liabilities 1 873.8 893.2 1 509.8 Current liabilities 1 447.5 883.8 585.0 Total assets / total equity and liabilities 8 731.8 6 767.9 6 922.0
Liquidity Cash and cash equivalents per 31 December 1) 943.7 171.4 278.7 Net change in cash and cash equivalents 1) 772.3 -107.2 182.7 Net cash from operating activities 1) -115.1 -146.4 -148.7 Current ratio 2) 88 % 32 % 49 %
Capital Equity-to-assets ratio 3) 62 % 74 % 70 % Share capital 42.3 42.3 42.3 Total number of shares outstanding 33 673 935 33 853 935 33 853 935
Key figures per share (Amounts in NOK) Market price 31 December 71.50 127.50 125.50 Dividend per share 3.00 8.40 8.40
1) In accordance with cash flow statement 2) Current assets as per cent of current liabilities 3) Equity as per cent of total assets
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 3 4
Ganger Rolf ASA – Overview
Ganger Rolf ASA (the “Company”) is domiciled in Norway and listed on Oslo Stock Exchange. The consoli- dated financial statements of the Company as at and for the year ended 31 December 2014 comprise the Company, its subsidiaries and associates (for accounting purposes only in the following referred to as the “Group of companies”). The Company has investments in several business activities, based upon its long term commitment to shipping, offshore drilling, renewable energy and cruise. The Company is increasingly focusing on renewable energy. Investments are normally made in cooperation with the listed parent com- pany Bonheur ASA. At year-end 2014 the main investments are within the following business segments:
Offshore drilling
Offshore drilling consists of the Ganger Rolf Dolphin Drilling Ltd., based in Aberdeen, Scot- Group of companies’ ownership of 26.0 % in the land, Dolphin Drilling AS in Stavanger and offshore drilling contractor Fred. Olsen Energy Dolphin Drilling Pte. Ltd in Singapore form the ASA (together with subsidiaries “FOE”), which is main part of FOE’s drilling division. It is recog- listed on Oslo Stock Exchange. FOE owns and nized as a medium-sized international drilling operates three deepwater units and five mid- operator and has had a leading position within water semi-submersible drilling rigs in addition offshore drilling services for more than 40 years. to one tender support vessel and one accom- modation unit. Three of the semi-submersible The principal activities of Harland and Wolff drilling rigs are operating on the Norwegian Group Plc. (H&W) include offshore wind foun- Continental Shelf. A new deep-water semi- dations, ship repair, engineering and design submersible drilling rig for harsh environment, as well as projects for the offshore oil and gas Bollsta Dolphin, is scheduled to be delivered in industry. 3Q 2015. In addition FOE owns the ship yard Harland & Wolff in Belfast. In 2014, FOE generated operating revenues of NOK 7 475 million and operating result before FOE was established in 1997 through the merg- depreciation (EBITDA) was NOK 3 284 million. er of the offshore activities of Ganger Rolf ASA and Bonheur ASA and was listed on Oslo Stock Exchange in October the same year.
Renewable energy
The investments within renewable energy are additional 726 MW onshore in the UK, Swe- organized through the Group of companies’ den and Norway and 50% of the consented 50% ownership of Fred. Olsen Renewables AS offshore wind project Codling, approximately with subsidiaries (“FOR”). FOR is primarily en- 500 MW. gaged in development, construction and oper- ation of wind farms. By the end of the year the FOR’s operating revenues in 2014 amounted installed capacity in operation was 504 MW. to NOK 812 million, based on an annual pro- duction of 1 213 GWh. Operating result before The wind farm portfolio also includes 78 MW depreciation (EBITDA) was NOK 548 million. under construction in Sweden, consents for
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Shipping / Off shore wind
The shipping / off shore wind activities are 50/50 by Fred. Olsen Windcarrier AS and Global organised through the Group of companies’ Wind Service A/S, operates a modern fl eet of 50 % ownership of Fred. Olsen Ocean Ltd. crew transfer vessels used in conjunction with with subsidiaries (FOO). FOO is 100% owner the construction and maintenance of off shore of Fred. Olsen Windcarrier AS with subsidiaries wind farms. UFN together with the subsidiary (“FOW”) and Universal Foundation Norway AS Universal Foundation A/S (Denmark, 82% (“UFN”). owned) develops and delivers integrated turnkey solutions with its unique MonoBucket® FOW operates two modern self-propelled foundation. jack-up vessels specially designed for transportation and installation of off shore wind Operating revenues in 2014 amounted to turbines. Global Wind Service A/S, a Danish NOK 1 527 million and operating result before limited company owned 51% by FOW, is an depreciation (EBITDA) was NOK 459 million. international supplier of qualifi ed and skilled personnel to the global wind turbine industry. Fred. Olsen Windcarrier A/S (Denmark), owned
Cruise
The cruise business is managed through the Caribbean and ex UK cruises to Scandinavia, Group of companies’ indirect 50 % ownership Mediterranean and Canary Islands. In 2014 the of First Olsen (Holdings) Ltd. and its subsidiary company carried about 89 400 passengers. Fred. Olsen Cruise Lines Ltd. in Ipswich, UK (“FOCL”). FOCL operates 4 cruise ships with Operating revenues in 2014 amounted to an overall berth capacity of approximately NOK 1 655 million and operating result before 3 700 passengers. Off ering cruise holidays depreciation (EBITDA) was NOK 146 million. from 2 to 108 nights FOCL provides a diverse range of cruises to attract its passengers. The ships’ itineraries include long voyages (e.g. round the world), fl y/cruises to the
Other investments
Other investments includes the ownership of Other investments also includes an ownership 27.0 % of NHST Media Group AS, which com- of 6.3 % in the property development compa- prises fi ve main business segments, DN (the ny Koksa Eiendom AS. business newspaper Dagens Næringsliv and TDN Finans), Global (TradeWinds, Upstream, Intrafi sh and Recharge), Direct relations, Nauti- cal Charts and Other (Smartcom and Europow- er). Operating revenues in 2014 amounted to NOK 1 235 million and operating result before depreciation (EBITDA) was NOK 34 million.
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Directors’ Report 2014
Ganger Rolf ASA (the “Company”) is a company domiciled in In 2014 the Group of companies experienced increased reve- Norway. The consolidated financial statements of the Company nues denominated in Norwegian kroner within all business seg- as at and for the year that ended 31 December 2014 comprise ments compared to the previous year, partly due to the weaken- the Company, its subsidiaries and associates (for accounting ing of Norwegian kroner versus other currencies during the year. purposes only in the following referred to as the “Group of com- panies”). Comments on operations of associated companies The offshore fleet of Fred. Olsen Energy ASA with subsidiaries The Company’s head office is in Oslo. The activities of the Group (FOE) consists of three deep-water units and five mid-water of companies take place in several countries and the main of- semi-submersible drilling rigs in addition to one tender support fices are in Norway, Sweden, Denmark, UK, Malta, Singapore and vessel and one accommodation unit. A new deep-water semi- Bermuda. submersible drilling rig for harsh environment, contracted by a major oil company, is scheduled to be delivered in third quarter The world economic output remained at the previous year’s 2015. The activities also include shipbuilding, ship repair, con- growth level, while the growth in world trade volumes slowed struction of offshore wind foundations and engineering at the down. Many economists predicted that interest rates in the large Harland & Wolff shipyard in Belfast, Northern Ireland. industrialized countries were to increase in line with expected economic growth rates. In fact, the vast majority of the industri- The low contracting activity experienced during second half alized world economies are now subject to key policy rates near of 2013 continued into 2014, driven mainly by the oil and gas or below 0 %. This reminds us that experts’ forecasts are after all companies curtailing their spending levels. The low contract- personal and that the world is highly unpredictable. ing activity combined with a continuous flow of new builds into the market led to an oversupply developing in the mobile rig A proof of the unpredictablility of events was the large decline market through 2014, especially in the deep water sector, due in oil prices during the second half of the year. In US Dollar to overcontracting of new drilling units. This paralleled with an terms the Brent oil price dropped close to 50%, influenced by imbalance in the demand and supply of oil in the third quarter increased oil production in the US, lower than expected oil de- resulting in a sharp drop in oil price. mand in some countries, erratic financial markets and geopoliti- cal events. Interestingly, a similar decline in price has applied Fred. Olsen Renewables AS with subsidiaries (FOR) continued to copper. to develop its wind farm activities in the UK, Sweden and Nor- way. In 2014 the construction of Mid Hill wind farm (75.9 MW) The more conservative approach within the oil and gas industry was completed and the construction of the 78 MW wind farm which commenced in 2013 manifested itself in 2014 and is ex- Fäbodliden commenced with expected completion in 2016. pected to continue given the current market outlook. Average During the year the Norwegian project Kalvvatnan (225 MW) annual electricity prices in Scandinavia and the UK in 2014 were was consented. Preparation for construction of the wind farm down 22 % and 17 %, respectively, from the previous year. In Windy Standard II in the UK has commenced. FOR continues its general, producers continue to find it difficult to obtain required efforts to develop more acreage suited for wind power in se- rates of return in the Scandinavian market. In the UK, a new re- lected regions. newable support scheme with the aim of benefiting all stake- holders is in the process of being implemented and it remains to Fred. Olsen Cruise Lines Ltd. with subsidiaries (FOCL) owned and be seen to which extent this will influence returns for producers. operated four cruise vessels during 2014; MV Black Watch, MV Braemar, MV Boudicca and MV Balmoral. The fleet’s total capac- The Russian-Ukrainian conflict has reminded us of the impor- ity is 3 700 berths. tance of reliable energy supplies. Authorities in European coun- tries will need to continue their efforts to support investments FOCL remains focused on the development of innovative cruises in renewable energy to achieve their renewable targets, with a that offer its customers a product tailored to complement the continues drive to bring down the cost of renewable energy. ships’ size. A diversity of ports in the UK, a benefit of sailing in to the Renewable energy is becoming a significant supplier to the elec- heart of destinations due to lower draft and a well-designed shore tricity market in Europe. side program are seen as key drivers to improvement in revenues.
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Directors’ Report 2014
Fred. Olsen Ocean Ltd. (FOO) has, through its subsidiary Fred. There are several ongoing tax disputes between the parent com- Olsen Windcarrier AS, been engaged on projects in European pany and subsidiaries within the Group of companies and the waters for transportation and installation of wind turbines uti- Norwegian tax authorities. lising the modern purpose-built jack-up vessels Brave Tern and Bold Tern. For more detailed information, see note 23 – Contingencies and provisions. Fred. Olsen Windcarrier A/S (Denmark), a subsidiary of Fred. Olsen Windcarrier AS, operates a fleet of high-speed crew trans- Comments to the annual accounts fer vessels built for safe and efficient transport of goods and per- (2013 in brackets) sonnel to and from offshore wind farms. During 2014 the vessels All main investments are accounted for as associated compa- have been contracted to utilities and developers of European nies, in accordance with the equity method. The Company is a offshore wind farm projects. holding company. Revenues in 2014 were NOK 0.3 million (NOK 0.5 million) and EBIT were NOK - 64 million (NOK -48 million). Global Wind Service A/S, a Danish limited company owned 51% by Fred. Olsen Windcarrier AS, is an international supplier of For 2014 associated companies were included with an aggre- highly qualified and skilled technicians to the global wind tur- gate net result of NOK 139 million (NOK 502 million), of which bine industry. The company provides a wide range of installation FOE with a result of NOK 208 million (NOK 453 million), FOR with and maintenance services both onshore and offshore. NOK -36 million (NOK 184 million), FOO with NOK -5 million (NOK 69 million) and FOCL with NOK -60 million (NOK -318 mil- Universal Foundation Norway AS, a wholly owned company by lion). The Company’s share of Bonheur ASA was included with a Fred. Olsen Ocean Ltd, together with the subsidiary Universal result of NOK 8 million (NOK 53 million). Foundation A/S (Denmark, 82% owned) develops an integrated turnkey solution with its unique suction MonoBucket® offshore Net financial items for the year were NOK –66 million (NOK - 96 wind foundation. In 2014 Universal Foundation conducted a million) and net result was NOK 5 million (NOK 247 million). successful offshore campaign with Statoil as lead partner in the Carbon Trust’s Offshore Wind Accelerator program, demonstrat- Results from the main activities ing the feasibility of the use of the Mono Bucket foundation in In the following, the results for 2014 (on 100 % basis) are com- different soil conditions across the North Sea. Universal Founda- mented upon. tion has discussions with several major developers about the use of the Mono Bucket foundation for planned offshore wind Offshore drilling farms. Offshore drilling comprises Fred. Olsen Energy ASA with sub- sidiaries (“FOE”), which is owned 26.0 % within the Group of In 1999 the structure and ownership of shares in a subsidiary companies. of Bonheur ASA and an associate of Ganger Rolf ASA was re- organized. According to the tax authorities the gain on shares Operating revenues amounted to NOK 7 475 million (NOK 7 022 on this intragroup transaction was taxable and the subsidiary million). Operating result before depreciation (EBITDA) was NOK company has subsequently paid NOK 51 million in tax. The com- 3 284 million (NOK 3 358 million) and operating result (EBIT) was pany appealed the decision to the court (tingretten). The tax au- NOK 933 million (NOK 1 935 million). thorities gained support for their view by the court in April 2013 but the company appealed the decision to the Court of Appeal Net result after tax was NOK 796 million (NOK 1 735 million). (lagmannsretten). Unfortunately the tax authorities gained sup- port for their view there as well. Finally the company appealed Renewable energy the decision further to the Supreme Court (Høyesterett) but in Renewable energy consists of Fred. Olsen Renewables AS with March 2015 the appeal was rejected. The amount was paid and subsidiaries (“FOR”), which is 50 % owned within the Group of reflected in recognized income tax expense for 2011. companies.
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Directors’ Report 2014
Operating revenues were NOK 812 million (NOK 726 million) and crease in total circulation revenues. The sale of new digital prod- the annual production was 1 213 GWh (1 113 GWh). ucts continues to grow and now represent 25% of total turnover.
Operating result before depreciation (EBITDA) was NOK 548 mil- Operating revenues for the year were NOK 1 235 million (NOK lion (NOK 522 million). 1 236 million). Operating result before depreciation (EBITDA) was NOK 34 million (NOK 53 million). Operating result was NOK Operating result (EBIT) amounted to NOK 237 million (NOK 280 -10 million (NOK 9 million), and net result before tax was NOK -5 million), while net result was NOK - 72 million (NOK 367 million). million (NOK 6 million).
Shipping/Offshore wind Koksa Eiendom AS (previously IT Fornebu Properties AS) At the end of the year Shipping/Offshore wind comprised the Bonheur ASA and Ganger Rolf ASA each holds 6.3 % of the holding company Fred. Olsen Ocean Ltd. with subsidiaries, in- shares in Koksa Eiendom AS. cluding Fred. Olsen Windcarrier AS and Universal Foundation Norway AS. In September 2014 the remaining 30 % of the shares in Martin Lingesvei 33 AS which consists of the building built for Statoil’s Total revenues in 2014 amounted to NOK 1 527 million (NOK regional office in Oslo and a parking facility was sold and the 1 017 million). Operating result before depreciation (EBITDA) shareholders received dividends from Koksa Eiendom of NOK was NOK 459 million (NOK 193 million). Operating result (EBIT) 344.3 million of which Bonheur and Ganger Rolf each received was NOK 326 million (NOK 37 million) and net result was NOK NOK 21.7 million (6.3 %). In total Bonheur and Ganger Rolf have -10 million (NOK 137 million). received dividends of NOK 167 million in aggregate from IT Fornebu/Koksa Eiendom. Cruise Cruise consists of First Olsen (Holdings) Ltd., which is 50 % Koksa Eiendom holds 30 % of the shares of Technopolis AS owned within the Group of companies, and its subsidiary Fred. which consists of the Portal building, the Terminal building, un- Olsen Cruise Lines Ltd. in Ipswich, UK (“FOCL”). During 2014 derground parking space related to those buildings and the new FOCL operated four cruise ships and carried 89 400 passengers Profile building (all buildings were formerly owned 100 % but (2013: 93 500). sold for NOK 1.8 billion in a transaction which was finalized 11 December 2013). Operating revenues were NOK 1 655 million (NOK 1 470 million). Operating result before depreciation (EBITDA) was NOK 146 mil- Koksa Eiendom also holds 50 % of the shares in the company lion (NOK 65 million). Operating result (EBIT) was NOK -39 mil- owning the Scandic Hotel next to the Statoil building. lion (NOK -613 million) and net result was NOK -120 million (NOK -637 million). Capital and financing Investments during the year are mainly related to Offshore Drill- Other investments ing (FOE) and Renewable Energy (FOR). Other investments mainly consists of the ownership of 27.0 % in NHST Media Group AS and 6.3 % in Koksa Eiendom AS (previ- Within FOE, capital expenditures amounted to NOK 5 929 mil- ously IT Fornebu Properties AS). lion, mainly related to new builds, class renewal surveys and general upgrades. NHST Media Group AS NHST Media Group AS comprises five main business segments, FOR had capital expenditures of NOK 912 million in the year, DN (the business newspaper Dagens Næringsliv and TDN Fi- mainly related to the construction of Mid Hill and Fäbodliden nans), Direct relations (MyNewsdesk and ddp direct), Global wind farms. (TradeWinds, Upstream, Intrafish and Recharge), Nautical Charts and Other. The market share and number of copies sold for most Investments were financed by cash from operations, bank credit of the publications have been relatively stable with a net in- facilities and bonds.
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Directors’ Report 2014
Interest bearing debt of the Group of companies as per 31 De- the likelihood of incidents in these areas which are in breach of cember 2014 was NOK 1 666 million. Cash and cash equivalents the Group of companies’ Corporate Social Responsibility policies amounted to NOK 944 million. in the future.
In the opinion of the Board of Directors, the financial situation See: http://www.bonheur.no/CSR, and cash position are satisfactory and sufficient to meet the http://www.ganger-rolf.com/CSR2, Group of company’s current commitments. http://fredolsen-energy.com/CSR1, http://www.fredolsen-ocean.com/CSR3, Corporate Governance http://www.fredolsenrenewables.com/corporate-reports, Corporate governance principles of the Company are aligned http://www.fredolsencruises.com/about-us/corporate-socialre- with the principles founded by the Norwegian Code of Practice sponsibility/csr-policy for Corporate Governance. The board is of the opinion that the Company complies with the above principles. The board aims Financial market risk to maintain a framework of good control and corporate gov- See also Note 5. The Group of companies is exposed to certain ernance. A description of the Company’s compliance with the financial risks related to its activities. These are mainly currency above is presented on pages 74 to 76. risks, interest rate risks, risks related to oil price and electricity prices. The financial risks are continuously monitored and from Corporate Social Responsibility time to time financial instruments are used to economically The Company has investments in companies within several hedge such exposures. business segments and is not directly engaged in significant business activities on its own, except through direct and indi- There is also a credit risk related to customers within the indi- rect shareholding in a variety of companies with different risks vidual companies and risks associated with the general develop- related to Corporate Social Responsibilities. The Company is rep- ment of international financial markets. resented on the boards of each main subsidiary and monitors the subsidiaries’ Corporate Social Responsibilities and compli- Currency risk ance with the overriding guidelines of the Group of companies The Group of companies’ financial statements are presented in through the work of the boards. The Company has no employ- NOK. Revenues consist primarily of USD, GBP, EUR and NOK with ees and the day to day administrative services are performed by USD as the dominant currency. The majority of the USD revenues Fred. Olsen & Co. Each main subsidiary has established its own are within FOE. The expenses are primarily in USD, GBP, EUR and Corporate Social Responsibility guidelines which are available NOK. As such, earnings are exposed to fluctuations in the cur- on the entities web site. The overriding guidelines of the Group rency market. However, in the longer term parts of the currency of companies are expanded and further regulated by each of exposure are neutralized due to the majority of the debt and a these subsidiaries to reflect the nature of their business. large part of expenses being denominated in the same curren- cies as the main revenues. Forward exchange contracts are from It is the Group of company’s policy to conduct business in ac- time to time entered into to further reduce currency exposures. cordance with the letter and spirit of the law and with the over- riding ethical standards of good business conduct including Interest rate risk non-discrimination behaviour, human rights, workers’ rights, The Group of companies is exposed to interest rate fluctuations, social aspects, environmental issues and anti-corruption. This is as loans are frequently based on floating interest rates. By the described in the respective company’s Code of Conduct, which turn of the year, parts of the outstanding loans had been hedged is available on the relevant company’s web site and to all em- against interest fluctuations through interest rate swap agree- ployees. ments.
The Group of companies has not had any major incident related Oil price to human rights, working rights, environmental issues or corrup- The Group of companies is exposed to fluctuations in bunker tion during 2014 and will continue to work towards minimizing prices, which are fluctuating according to the oil price. This ex-
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Directors’ Report 2014
posure is primarily within the cruise and tanker operations, but The organization, work environment and equal opportunities is also influencing the Offshore drilling segment. By the end of The Company is a holding company and does not have any em- the year, there were some short-term financial contracts out- ployees whilst the role as managing director is held by Anette S. standing relating to securing part of the bunker costs for the Olsen; the proprietor of Fred. Olsen & Co. Administrative services year 2015. are supplied by Fred. Olsen & Co. in accordance with an agree- ment on administrative services (see below, as well as Note 8). Electricity price Until 2010 FOR has not been exposed to short-term fluctua- Working environment tions of spot electricity prices due to the contract structures The Board of Directors considers the working conditions and related to FOR’s wind farms in operation, whereby the contract the working environment to be satisfactory. Health, Safety and prices are based on fixed electricity prices. However, the contract Environmental (HSE) – activities are being managed within the structures related to the Group of companies’ wind farms which individual business segments and in accordance with relevant commenced operation after 2010 are based on fluctuating elec- industry norms. All business segments work systematically and tricity prices. Consequently the Group of companies’ results are preventively with HSE measures. The work takes place on a con- increasingly impacted by spot electricity prices; mainly in the tinuous basis and has functioned satisfactorily through the year. UK, but also in Scandinavia. At present no financial contracts have been entered into to reduce overall exposure. The Group of companies is actively working to keep absence due to sickness at a low level. For further information of work- Credit risk ing environment within the Group of companies, please refer to The Group of companies continuously evaluates the credit risk each of the main associates’ description of its Corporate Social associated with customers and, when considered necessary, re- Responsibility on the web site. quires certain guarantees. As such, the credit risk is considered to be moderate. The customer base within the oil and offshore Equal opportunities wind service activities is mostly international oil and energy At the end of the year the Group of companies does not have companies. The customers within renewable energy are large any employees, whilst the position of managing director is held utility companies. Credit risk within FOCL is regarded as low, due by Anette S. Olsen; the proprietor of Fred. Olsen & Co. 40 % of to cruise tickets being paid in advance. the board of directors of the Company are female.
Research and development activities External environment Within the various main business segments there are ongoing Through its main interests, the Group of companies is engaged developments of technologies and methods in cooperation with in activities which may involve a possible risk for the environ- various supplier communities and engineering companies. With- ment. in the offshore industry this relates to offshore drilling. As for renewable energy, the relevant companies are working closely Safety and environment are given high priority by the various with leading suppliers of turbine technology on programmes to operations and efforts are made on a continuous basis to pre- increase efficiency and regularity. There is a close relationship vent situations which might involve damage to health and envi- with the suppliers with programs to optimize operations and ronment. Important elements of this work are safe and rational minimize environmental consequences. operations, an active maintenance programme and an adequate handling of waste. Ongoing efforts are also made in order to im- The Group of companies has investments in Universal Founda- prove and further develop the safety and environment culture tion A/S, Denmark which has developed a type of foundation on all levels. for offshore wind installations and in ScotRenewables Ltd., a company developing a device for tidal renewable energy in the All vessels are operated by experienced operators of good Orkney Islands. standing in accordance with the Group of companies’ safety and quality requirements.
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Directors’ Report 2014
Activities within the offshore oil and gas industry involve opera- Outlook tions in areas which are environmentally vulnerable. Some of the The low contracting activity within the offshore drilling market Group of companies’ operations, in particular those related to experienced during 2013 continued into 2014, driven mainly the use of fossil fuel, effluents and emissions during operations by the exploration and production companies curtailing their and the risk of oil spills, may influence the external environment spending levels. Combined with a continuous flow of new builds negatively. Safe and rational operations and active maintenance market conditions remain challenging at present oil prices. programs are aimed at contributing to avoid accidents which may lead to damage to the external environment. All such op- FOR holds an onshore wind farm portfolio onshore under de- erations are sought kept in accordance with company standards velopment in the range of 1 400 - 2 000 MW, of which 726 MW and within the rules and regulations in force in those areas and is consented. The remaining are projects with secured land and countries where the operations are taking place and in coop- on-going project development. In addition, FOR holds a 50 % eration with operators within the various domains. Waste from stake in a consented project of approximately 500 MW offshore processing and operations may directly, and indirectly through Ireland (Codling). chemical reactions, influence the environment balance nega- tively. There is a continuous focus on reducing the use of dan- According to the European Wind Energy Association, 2 488 wind gerous chemicals, replacing these by more environment friendly turbines are now installed and connected to the electricity grid alternatives. in 74 offshore wind farms in 11 countries across Europe. Total installed capacity at the end of 2014 reached 8 045 MW. The At the same time, the Group of companies operates within re- market outlook for 2015 remains stable in terms of capacity to newable energy, primarily through the construction and opera- be grid connected. Through Universal Foundation the develop- tion of wind farms. The wind farms are subject to strict conces- ment of the MonoBucket® foundation for offshore wind turbines sion rules by the authorities in the countries in question. Wind continues. The use of Mono Buckets for offshore wind bases, power replaces more polluting energy sources and contributes including accommodation, transformation stations, work and to improve the environment, both locally and globally. helicopter platforms is being marketed.
No incidents have occurred during the year causing serious For the cruise industry the number of British passengers who damage to the external environment. decided to take an ocean cruise in 2014 was 1.64 million repre- senting a decrease of 4.8% from 2013. This was largely a conse- Subsequent events quence of reduced ship capacity away from UK ports and other On 13 March 2015, Dolphin Drilling Ltd, a subsidiary of Fred. popular destinations for UK and Irish consumers. Economically Olsen Energy ASA, received a termination for convenience no- the UK continues to show positive signs of recovery, also impact- tice from Anadarko Petroleum Corporation for the contract for ing the cruise business positively. the drilling unit Belford Dolphin. The termination will be effec- tive in early September 2015. The termination fee is approxi- The supply of larger ships enables FOCL to continue with its strat- mately USD 52 million. egy to carve out a niche in cruises that offer customers a destina- tion rich program, which remains the primary reason for taking On 16 February 2015 the Group of Companies received a draft a cruise holiday. With the UK cruise market representing about ruling from the tax authorities (Central taxation office) regarding 4% there remains a huge opportunity for the industry to grow. the subsidiary MOPU AS related to a change in the taxable in- come for the years 2005-2006. The tax authorities argue that an The board emphasizes that there are normally significant uncer- intra-group merger as part of a reorganization in 2005 was tax- tainties in predicting future development. motivated and the payable tax should be increased by NOK 102 million. The claim has been challenged by the Group of compa- Parent Company information nies. The payable tax has been recognized in the final accounts The Company’s profit before tax was NOK 524 million, an in- for 2014, not included in the preliminary accounts. crease of NOK 601 million as compared to 2013.
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Directors’ Report 2014
The Company received dividend of NOK 59 million from Bon- view that the annual accounts present a true and fair view of heur ASA in 2014. In addition, the Company received dividends the Company’s as well as the Group of companies’ position at from Fred. Olsen Energy ASA of NOK 346 million. the end of the year as defi ned by International Financial Report- ing Standards (IFRS) for the Group of companies and NGAAP for Net result was NOK 519 million, which is proposed to be allo- the parent company. The Company’s total capital as per 31 De- cated as follows: cember 2014 was NOK 6 233 million. The Company’s cash, cash equivalents and current receivables amount to NOK 944 million. For dividends NOK 102 million To other equity NOK 417 million Dividend/Annual General Meeting Total allocated NOK 519 million With regard to the Annual General Meeting in 2015, the Board of Directors is proposing a dividend payment of NOK 3.00 per The annual accounts for 2014 have been prepared based on the share. The Annual General Meeting is scheduled for Thursday going concern assumption. The Board of Directors are of the 28 May 2015.
Oslo, 20 April 2015 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Carol Bell Nick Emery Helen Mahy Andreas Mellbye Chairman Director Director Director Director Anette S. Olsen Managing Director
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Directors’ Report 2014
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 13 Ganger Rolf ASA - Consolidated accounts
14
Ganger Rolf ASA - Group of companies Consolidated Income Statement
For the period 1 January - 31 December
(Amounts in NOK 1 000) Note 2014 2013
Revenues 320 352 Gain on sale of property, plant and equipment 11 24 118 Total operating income 344 470
Operating expenses 7 -62 176 -46 457 Total operating expenses -62 176 -46 457
Operating loss before depreciation -61 832 -45 987
Depreciation 11 -1 782 -1 775 Operating loss -63 614 -47 762
Share of profit in associates 12 138 872 501 751 Interest income 10 146 12 720 Other finance income 56 689 68 928 Finance income 9 66 835 81 648
Interest expense -106 035 -104 740 Other finance expense -26 492 -72 736 Finance expense 9 -132 527 -177 476
Net financial items -65 692 -95 828
Profit before tax 9 566 358 161 Tax income / -expense (-) 10 -4 402 -8 179 Net profit from continuing operations 5 164 349 982
Net result from discontinued operations 28 0 -102 513
Profit for the year 5 164 247 469
Attributable to: Equity holders of the parent 5 164 247 469 Profit for the year 5 164 247 469
Basic earnings per share (NOK) / Diluted earnings per share 17 0.15 7.31 Basic earnings per share - Continuing operations (NOK) 17 0.15 10.34 Basic earnings per share - Discontinued operations (NOK) 17 0.00 -3.03
14 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 15
Ganger Rolf ASA - Group of companies Consolidated Statement of Comprehensive Income
For the period 1 January - 31 December
(Amounts in NOK 1 000) Note 2014 2013
Profit for the period 5 164 247 469
Other comprehensive income Items that will not be reclassified to profit or loss Actuarial gains/(losses) on pension plans -21 643 -26 350 Other comprehensive income for the period -7 595 -6 262 Income tax on other comprehensive income 5 844 0 Total items that will not be reclassified to profit or loss -23 394 -32 612
Items that may be reclassified subsequently to profit or loss Hedging effects: - Effective portion of changes in fair value of interest hedges 22 127 129 Fair value effects related to financial instruments: - Net change in fair value of available-for-sale financial assets 4 840 16 700 - Net change in fair value of available-for-sale financial assets transferred to profit or loss -9 603 0 Other comprehensive income from associates 617 980 178 208 Other comprehensive income due to cross ownership 129 006 38 179 Income tax on other comprehensive income -210 19 Total items that may be reclassified subsequently to profit or loss 742 141 233 235
Other comprehensive income for the period, net of income tax 718 747 200 623 Total comprehensive income for the period 723 911 448 092
Attributable to: Equity holders of the parent 723 911 448 092 Total comprehensive income for the period 723 911 448 092
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 15 16
Ganger Rolf ASA - Group of companies Consolidated Statement of Financial Position
(Amounts in NOK 1 000) Note 31.12.2014 31.12.2013
ASSETS
Non-current assets Deferred tax asset 14 0 752
Real estate 21 965 23 424 Other fixed assets 12 256 11 895 Property, plant and equipment 11 34 221 35 319
Investments in associates 12 6 848 174 6 097 749 Investments in other shares 13 183 231 267 569 Bonds 13 144 276 4 542 Other receivables 13 236 598 63 959 Pension funds 19 9 877 10 881 Financial fixed assets 7 422 156 6 444 700
Total non-current assets 7 456 377 6 480 771
Current assets Trade receivables 2 048 881 Other receivables 329 694 114 814 Trade and other receivables 15 331 743 115 695
Cash and cash equivalents 16 943 725 171 426 Total current assets 1 275 468 287 121
Total assets 8 731 845 6 767 892
16 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 17
Ganger Rolf ASA - Group of companies Consolidated Statement of Financial Position
(Amounts in NOK 1 000) Note 31.12.2014 31.12.2013
EQUITY AND LIABILITIES
Equity Share capital 42 317 42 317 Treasury shares -225 0 Additional paid in capital 25 920 25 920 Total paid in capital 68 012 68 237
Retained earnings 5 342 467 4 922 705
Total equity 5 410 480 4 990 942
Liabilities Employee benefits 19 160 160 135 218 Deferred tax liabilities 14 22 45 Interest bearing loans and borrowings 18 1 665 579 703 823 Other non-current liabilities 20 48 071 54 101
Total non-current liabilities 1 873 832 893 187
Current tax 10 57 418 53 000 Trade and other payables 20,21 1 390 115 830 763
Total current liabilities 1 447 533 883 763
Total liabilities 3 321 365 1 776 950
Total equity and liabilities 8 731 845 6 767 892
Oslo, 20 April 2015 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Carol Bell Nick Emery Helen Mahy Andreas Mellbye Chairman Director Director Director Director Anette S. Olsen Managing Director
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 17 18
Ganger Rolf ASA - Group of companies Statement of Changes in Equity
Share Own Share Translation Hedging Fair value Retained Total (Amounts in NOK 1 000) Capital shares premium reserve reserve reserve earnings equity
Balance at 1 January 2013 42 317 0 25 920 -693 565 -764 64 927 5 388 388 4 827 223 Total comprehensive income for the period 387 691 129 16 719 43 554 448 092 Dividends to shareholders -284 373 -284 373 Balance at 31 December 2013 42 317 0 25 920 -305 874 -635 81 646 5 147 569 4 990 942
Balance at 1 January 2014 42 317 0 25 920 -305 874 -635 81 646 5 147 569 4 990 942 Total comprehensive income for the period 772 977 127 -4 973 -44 220 723 911 Own shares acquired -225 -19 775 -20 000 Dividends to shareholders -284 373 -284 373 Balance at 31 December 2014 42 317 -225 25 920 467 102 -508 76 673 4 799 200 5 410 480
Share capital Par value per share NOK 1.25 Number of shares issued 33 853 935
Shares outstanding and dividends 2014 2013
Number of shares outstanding at 1 January 33 853 935 33 853 935 Purchase of own shares -180 000 0 Number of shares outstanding at 31 December 33 673 935 33 853 935
Number of own shares at 31 December 180 000 0
Total dividends per share 3.00 8.40
The board will propose to the Annual General Meeting on 28 May 2015 to approve a dividend of NOK 3.00 per share.
Translation reserve The reserve represents exchange differences resulting from the consolidation of associates having functional currencies other than NOK.
Hedging reserve The reserve comprises the effective portion of cumulative net change in the fair value of cash flow hedging instruments related to hedged trans actions that have not yet occurred.
Fair value reserve The reserve includes the cumulative net change in the fair value of available-for-sale investments until the investment is derecognised.
Own shares In May 2014 the Board of Directors was given an authorization by the Annual General Meeting of Ganger Rolf ASA to acquire up to 3 385 394 own shares, corresponding to 10% of the share capital of the company.
18 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 19
Ganger Rolf ASA - Group of companies Consolidated Cash Flow Statement
(Amounts in NOK 1 000) Note 2014 2013
Cash flow from operating activities Net result after tax 5 164 247 469 Adjustments for: Depreciation 11 1 782 1 775 Impairment of financial assets, accrued costs not paid 10 980 10 546 Unrealized foreign exchange gains (-) / losses 10 591 -33 Investment income -33 215 -69 431 Interest expenses 106 035 104 740 Share of profit from associates 12 -138 872 -501 751 Net gain (-) / loss on sale of property, plant and equipment 11 -24 -118 Net gain (-) / loss on sale of investments -455 29 030 Tax income (-) / -expense 10 4 402 8 179 Operating profit before changes in working capital and provisions -33 612 -169 594 Increase (-) / decrease in trade and other receivables 1 697 928 Increase / decrease (-) in current liabilities -5 238 4 078 Cash generated from operations -37 153 -164 588 Interest paid -77 989 -84 335 Net result from discontinued operations 0 102 513 Net cash from operating activities -115 142 -146 410
Cash flow from investing activities Proceeds from sale of property, plant and equipment 51 312 Proceeds from sale of investments 1 487 3 232 Interest received 8 612 8 259 Dividends received 700 965 512 841 Acquisitions of property, plant and equipment -814 -52 Change in other investments -1 009 731 161 632 Net cash from investing activities -299 430 686 224
Cash flow from financing activities Increase in borrowings 2 297 175 303 110 Repayment of borrowings -805 931 -665 789 Purchase of treasury shares -20 000 0 Dividends paid -284 373 -284 373 Net cash from financing activities 1 186 871 -647 052 Net increase in cash and cash equivalents 772 299 -107 238 Cash and cash equivalents at 1 January 171 426 278 664 Cash and cash equivalents at 31 December 16 943 725 171 426
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 19 20
Ganger Rolf ASA - Group of companies Notes to the Consolidated Financial Statements
Note 1 – Reporting entity
Ganger Rolf ASA (the “Company”) is a company December 2014 comprise the Company and its rily involved in investments within Energy serv- domiciled in Norway. The address of the Com- subsidiaries (together referred to as the “Group of ices, Renewable energy and Shipping / Offshore pany’s registered office is Fred Olsens gate 2, companies” and individually as “Group of compa- wind. The company is a subsidiary of Bonheur Oslo. The consolidated financial statements of ny entities”) and the Group of companies’ interest ASA and the investments are in general made on the Company as at and for the year ended 31 in associates. The Group of companies is prima- a 50/50 basis together with Bonheur ASA.
Note 2 – Basis of preparation
(a) Statement of compliance The Group of companies have during 2014 Estimates and judgments are continually eval- The consolidated financial statements have adopted IFRS 10, 11 and 12, amended IAS 27, uated and are based on historical experience been prepared in accordance with Interna- 28 and 32. None of these standards have ma- and other factors, including expectations of tional Financial Reporting Standards (IFRSs) terially impacted the financial statements of future events that are believed to be reason- and its interpretations, as adopted by the Eu- the Group of companies. able under the circumstances. Reassessment ropean Union and the disclosure requirements of accounting estimates are recognised in the following from the Norwegian Accounting (b) Basis of measurement period in which the estimates are revised and Act, that are mandatory to apply at 31.12.2014. The consolidated financial statements have in any future periods affected. been prepared on the historical cost basis ex- The financial statements were approved by cept for the following: Judgments made by management in the ap- the Board of Directors on 20 April 2015. The plication of IFRSs that have significant effect financial statements will be published on derivative financial instruments are meas- on the financial statements and estimates with 30 April 2015. Final approval of the financial ured at fair value a significant risk of material adjustment in the statements is performed by the General Meet- available-for-sale financial assets are meas- next year are discussed in the following notes: ing scheduled at 28 May 2015. ured at fair value non-derivative bond loan (amortised cost) Note 10 Income tax expenses A number of new standards, amendments to Note 11 Property, plant and equipment standards and interpretations are expected The methods used to measure fair values are Note 13 Other investments to be endorsed by the EU. The following new discussed further in note 4. Note 14 Deferred tax assets and liabilities standards are expected to have an impact on Note 19 Employee benefits the Group of companies financial statements: (c) Functional currency and presentation Note 23 Contingencies currency IFRS 9 Financial instruments becomes These consolidated financial statements are mandatory for the Group of companies’ presented in Norwegian Kroner (NOK), the 2018 consolidated financial statements. functional currency of Ganger Rolf ASA. All The new standards can change the classi- financial information presented in NOK has fication and measurement of financial as- been rounded to the nearest thousand. sets. The extent of the impact has not been determined. (d) Use of estimates and judgments IFRS 15 Revenue from Contracts with Cus- The preparation of financial statements in tomers becomes mandatory for the Group conformity with IFRSs requires management of companies’ 2017 consolidated financial to make judgments, estimates and assump- statements. The new standard may change tions that affect the application of accounting how Group of companies recognise con- policies and the reported amounts of assets, struction contract and service revenue and liabilities, income and expenses. Actual results expense. The extent of the impact has not may differ from these estimates. been determined.
20 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 21
Ganger Rolf ASA - Group of companies Notes
Note 3 – Significant accounting policies
The accounting policies set out below have the entities are accounted for using the equity cies at the reporting date are retranslated to been applied consistently to all periods pre- method. Of that reason Ganger Rolf Group of the functional currency at the exchange rate sented in these consolidated financial state- companies consolidates Bonheur with invest- at that date. The foreign currency gain or loss ments, and have been applied consistently by ments accounted for using the equity method on monetary items is the difference between Group of company entities. and not Bonheur Group of companies with amortised cost in the functional currency at Ganger Rolf as a subsidiary. the beginning of the period, adjusted for effec- (a) Basis of consolidation tive interest and payments during the period, (iii) Transactions eliminated on consolidation and the amortised cost in foreign currency (i) Subsidiaries Intra-group of companies’ balances and trans- translated at the exchange rate at the end of The consolidated financial statements include actions, and any realised and unrealised in- the period. Non-monetary assets and liabili- the Company and its subsidiaries (the Group come and expenses arising from intra-group ties denominated in foreign currencies that of companies). Subsidiaries are entities con- of companies’ transactions, are eliminated in are measured at fair value are retranslated to trolled by the Group of companies. The Group preparing the consolidated financial state- the functional currency at the exchange rate of companies controls an entity when it is ex- ments. Unrealised gains arising from transac- at the date that the fair value was determined. posed to, or has rights to, variable returns from tions with associates are eliminated against Foreign currency differences arising on retrans- its involvement with the entity and has the the investment to the extent of the Group of lation are recognised in profit or loss, except for ability to affect those returns through its pow- companies’ interest in the investee. Unrealised differences arising on the retranslation of avail- er over the entity. The financial statements of losses are eliminated in the same way as unre- able-for-sale equity instruments, or qualifying subsidiaries are included in the consolidated alised gains, but only to the extent that there cash flow hedges, which are recognised in financial statements from the date on which is no evidence of impairment. other comprehensive income (see (ii) below). control commences until the date on which control ceases. (iv) Discontinued operation (ii) Foreign operations A discontinued operation is a component of The assets and liabilities of entities with other (ii) Associates (investments accounted for the Group of companies’ business, the opera- functional currency than NOK, are translated using the equity method) tions and cash flows of which can be clearly into NOK at the exchange rate at the bal- Associates are those entities in which the distinguished from the rest of the Group of ance sheet date. Revenues and expenses are Group of companies has significant influence, companies and which: translated using average monthly foreign ex- but not control, over the financial and operat- represents a separate major line of busi- change rates, which approximates exchange ing policies. Associates are accounted for using ness or geographical area of operations; rates on the dates of the transactions. Foreign the equity method and are initially recognised is part of a single co-ordinated plan to dis- exchange differences arising on translation are at cost. The Group of companies’ investment pose of a separate major line of business or recognised directly as a separate component includes goodwill identified on acquisition, geographical area of operations; or of equity. When an entity is disposed of, in part net of any accumulated impairment losses. is a subsidiary acquired exclusively with a or in full, the relevant amount of the compo- The consolidated financial statements include view to re-sale. nent in equity is transferred to profit or loss. the Group of companies’ share of the income and expenses and equity movements of eq- Classification as a discontinued operation (c) Financial instruments uity accounted investees, after adjustments to occurs at the earlier of disposal or when the align the accounting policies with those of the operation meets the criteria to be classified as (i) Non-derivative financial instruments Group of companies, from the date that sig- held-for-sale. Non-derivative financial instruments com- nificant influence commences until the date prise investments in equity and debt securi- that significant influence ceases. When the When an operation is classified as a discontin- ties, trade and other receivables, cash and cash Group of companies’ share of losses exceeds ued operation, the comparative statement of equivalents, loans and borrowings, and trade its interest in an equity accounted investee, profit or loss and OCI is re-presented as if the and other payables. the carrying amount of that interest (includ- operation had been discontinued from the ing any long-term investments) is reduced to start of the comparative year. Non-derivative financial instruments are rec- nil and the recognition of further losses is dis- ognised initially at fair value plus, for instru- continued except to the extent that the Group (b) Foreign currency ments not at fair value through profit or loss, of companies has an obligation or has made any directly attributable transaction costs. payments on behalf of the associate. (i) Foreign currency transactions Subsequent to initial recognition non-deriv- Transactions in foreign currencies are trans- ative financial instruments are measured as The investment in Bonheur ASA is accounted lated to the respective functional currencies of described below. for using the equity method and is consoli- Group of company entities at exchange rates at dated with 20.7%. Most of Bonheur’s invest- the dates of the transactions. Monetary assets ments are between 20 and 50 percent and and liabilities denominated in foreign curren- ...the note continues on the next page
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 21 22
Ganger Rolf ASA - Group of companies Notes
Cash and cash equivalents comprise cash bal- (d) Property, plant and equipment Impairment losses in respect of available-for- ances and call deposits. sale financial assets are recognised in other (i) Recognition and measurement comprehensive income. Any cumulative loss Accounting for finance income and expense is Items of property, plant and equipment are in respect of an available-for-sale financial discussed in note 9. measured at cost less accumulated depre- asset recognised previously in other compre- ciation and impairment losses. Cost includes hensive income is transferred to profit or loss. Available-for-sale financial assets expenditure that is directly attributable to An impairment loss is recognised in profit or The Group of companies’ investments in eq- the acquisition of the asset. When parts of an loss if the decline in fair value below cost is sig- uity securities and certain debt securities are item of property, plant and equipment have nificant or prolonged. A decline of at least 20 classified as available-for-sale financial assets different useful lives, they are accounted for percent or for a period of at least nine months when the group of companies intends to hold separately. is considered significant and prolonged, re- the financial asset to maturity. The purchase spectively. or sale is recognised on the trade date. Subse- Gains and losses on disposal of an item of quent to initial recognition, they are measured property, plant and equipment are deter- An impairment loss is reversed if the reversal at fair value and changes therein, other than mined by comparing the proceeds from dis- can be related objectively to an event occur- impairment losses, are recognised in other posal with the carrying amount of property, ring after the impairment loss was recognised. comprehensive income. When an investment plant and equipment and are recognised in For financial assets measured at amortised is derecognised, the cumulative gain or loss in profit or loss. cost and available-for-sale financial assets that equity is transferred to profit or loss. are debt securities, the reversal is recognised (ii) Depreciation in profit or loss. For available-for-sale financial Other Depreciation is recognised in profit or loss on assets that are equity securities, the reversal Other non-derivative financial instruments, a straight-line basis over the estimated useful is recognised in other comprehensive income. including financial liabilities, are recognised lives of each part of an item of property, plant initially at fair value and any directly attribut- and equipment. (ii) Non-financial assets able transaction costs. Subsequent to initial The carrying amounts of the Group of compa- recognition, assets and liabilities are measured The estimated useful lives for the current and nies’ non-financial assets, other than deferred at amortised cost using the effective interest comparative periods are as follows: tax assets, are reviewed at each reporting date method, less any impairment losses. to determine whether there is any indication Buildings 25 years of impairment. If any such indication exists, (ii) Derivative financial instruments Machinery and Equipment 3 to 10 years then the asset’s recoverable amount is esti- The Group of companies holds derivative Cars 5 years mated. financial instruments to hedge its foreign IT Equipment 3 years currency and interest rate risk exposures. De- Furniture and fixtures 5 years (f) Employee benefits rivatives are recognised initially at fair value; attributable transaction costs are recognised (e) Impairment (i) Defined benefit plans in profit or loss when incurred. Subsequent to IAS 19R changed the measurement princi- initial recognition, derivatives are measured at (i) Financial assets ples of expected return on plan assets and fair value, and changes therein are accounted A financial asset is assessed at each reporting removed the accounting policy choice for for as described below. date to determine whether there is any objec- recognition of actuarial gains and losses us- tive evidence that it is impaired. A financial ing the corridor method. Actuarial gains and Cash flow hedges asset is considered to be impaired if objective losses are recognised in other comprehensive Changes in the fair value of the derivative evidence indicates that one or more events income correspondingly affecting the net hedging instrument designated as a cash flow have had a negative effect on the estimated benefit liability or asset in the statement of hedge are recognised in other comprehensive future cash flows of that asset. financial position. income to the extent that the hedge is effec- tive. To the extent that the hedge is ineffective, An impairment loss in respect of a financial as- The Group of companies has pension plans changes in fair value are recognised in profit set measured at amortised cost is calculated that entitles its members to defined future or loss. as the difference between its carrying amount, benefits, called defined benefit plans. The and the present value of the estimated future calculation of the liability is made on a linear Economic hedges cash flows discounted at the original effective basis, taking into account assumptions regard- When derivative financial instruments is not a interest rate. An impairment loss in respect of ing the number of years of employment, dis- part of a qualifying hedge relationship, chang- an available-for-sale financial asset is calcu- count rate, future return on plan assets, future es in the fair value are recognised immediately lated by reference to its fair value. changes in salaries and pensions, the size of in profit or loss. defined benefit contributions from the gov- ernment and actuarial assumptions regarding mortality, voluntary retirement etc. Plan assets
22 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 23
Ganger Rolf ASA - Group of companies Notes
are stated at fair values. Net pension liability are recognised as an asset to the extent that a rowing costs are recognised in profit or loss comprises the gross pension liability less the cash refund or a reduction in future payments using the effective interest method. fair value of plan assets. Net pension liabilities is available. from under-funded pension schemes are in- (i) Income tax cluded in the balance sheet as long-term in- (ii) Short-term benefits terest free debt, while over-funded schemes Short-term employee benefit obligations are Income tax expense comprises current and de- are included as long-term interest free receiva- measured on an undiscounted basis and are ferred tax. Income tax expense is recognised in bles, if it is likely that the over-funding can be expensed as the related service is provided. profit or loss except to the extent that it relates utilized. The effect of retroactive plan amend- to items recognised in other comprehensive ments without future benefits, are recognized A liability is recognised for the amount expect- income. The Group of companies is subject to in the income statement with immediate ed to be paid under short-term cash bonus if income taxes in numerous jurisdictions. Sig- effect. Remeasurements of the net defined the Group of companies has a present legal or nificant judgment is required in determining benefit liability, which comprise actuarial constructive obligation to pay this amount as the provision for income taxes. There are many gains and losses, the return on plan assets (ex- a result of past service provided by the em- transactions and calculations for which the ul- cluding interest) are recognised immediately ployee and the obligation can be estimated timate tax determination is uncertain during in other comprehensive income. reliably. the ordinary course of business. The Group of companies recognise liabilities for anticipated Net pension cost, which consists of gross (g) Provisions tax issues based on best estimate of whether pension cost, less estimated return on plan additional taxes will be due. Where the final assets adjusted for the impact of changes in A provision is recognised if, as a result of a tax outcome of these matters is different from estimates and pension plans, are classified as past event, the Group of companies has a the amounts that were initially recorded, such an operating cost, and is presented in the line present legal or constructive obligation that difference will impact the income tax and de- item “operating expenses”. can be estimated reliably, and it is probable ferred tax provisions in the period in which that an outflow of economic benefits will be such determination is made. Pension schemes base the discount rate on required to settle the obligation. Provisions the yield at the balance sheet date, adjusted are determined by discounting the expected Current tax is the expected tax payable on the to reflect the terms of the obligations. The cal- future cash flows at a pre-tax rate that reflects taxable income for the year, using tax rates en- culation is performed by a qualified actuary current market assessments of the time value acted or substantively enacted at the report- using the projected unit credit method. of money and the risks specific to the liability. ing date, and any adjustment to tax payable in respect of previous years. When the calculation results in a benefit to the (h) Finance income and expenses Group of companies, the recognised asset is Deferred tax is recognised using the balance limited to the net total of any unrecognised Finance income comprises interest income on sheet method, providing for temporary differ- past service costs and the present value of any funds invested (including available-for-sale fi- ences between the carrying amounts of assets future refunds from the plan or reductions in nancial assets), dividend income, gains on the and liabilities for financial reporting purposes future contributions to the plan. disposal of available-for-sale financial assets, and the amounts used for taxation purposes. changes in the fair value of financial assets at Deferred tax is not recognised for the initial When benefits of a plan are improved, the por- fair value through profit or loss and currency recognition of assets or liabilities in a transac- tion of the increased benefit relating to past gains. Interest income is recognised as it ac- tion that is not a business combination and that service is recognised as an expense in the in- crues in profit or loss, using the effective inter- affects neither accounting nor taxable profit, or come statement on a straight-line basis until est method. Dividend income is recognised for taxable temporary differences arising on the the benefits become vested. To the extent that in profit or loss on the date that the Group of initial recognition of goodwill. Deferred tax is the benefits vest immediately, the expense is companies’ right to receive payment is estab- measured using the tax rates that are based on recognised in the income statement. lished, which in the case of quoted securities is the laws that have been enacted or substan- the ex-dividend date. Dividends from non-list- tively enacted by the reporting date. Deferred It was decided to implement a transition ed companies are recognised in profit or loss tax assets and liabilities are offset if there is a from the current Defined Benefit Scheme to at the date the Group of companies receives legally enforceable right to offset current tax li- a Defined Contribution Scheme. All persons the dividends. abilities and assets, and they relate to income employed after 1 June 2012 was offered a De- taxes levied by the same tax authority on the fined Contribution Scheme (at present maxi- Finance expenses comprise interest expense same taxable entity, or on different tax entities, mum contribution). For all those who were on borrowings, unwinding of the discount on but they intend to settle current tax liabilities employed before June 2012 there was an op- provisions, losses on the disposal of available- and assets on a net basis or their tax assets and tion to choose between the two alternatives. for-sale financial assets, changes in the fair liabilities will be realised simultaneously. Obligations for contributions to defined con- value of financial assets at fair value through tribution plans are expensed as the related profit or loss, currency losses and impairment services is provided. Prepaid contributions losses recognised on financial assets. All bor- ...the note continues on the next page
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 23 24
Ganger Rolf ASA - Group of companies Notes
A deferred tax asset is recognised to the extent (l) Operating segments (m) Subsequent events that it is probable that future taxable profits will be available against which the temporary A segment is a distinguishable component of Information about the Group of companies’ difference can be utilised. Deferred tax as- the Group of companies that is engaged in financial position occurring after the balance sets are reviewed at each reporting date and providing related products or services (busi- sheet date, is taken into account in the finan- are reduced to the extent that it is no longer ness segment), which is subject to risks and cial statements. Significant events after the probable that the related tax benefit will be returns that are different from those of other balance sheet date that do not influence the realised. segments. The Group of companies’ primary Group of companies’ financial position at the format for segment reporting is based on busi- balance sheet date, but may have impact on (j) Consolidated cash flow statement ness segments. The business segments are de- the Group of companies’ future financial posi- termined based on the Group of companies’ tion, is disclosed. See note 26 in the financial The cash flow statement reports cash flows management and internal reporting structure. statements for further details. during the period classified by operating, investing and financing activities and the Inter-segment pricing is determined on an Group of companies use the indirect method arm’s length basis. to present the cash flow statement. Segment results, assets and liabilities include (k) Earnings per share items directly attributable to a segment as well as those that can be allocated on a rea- The Group of companies present basic earn- sonable basis. ings per share (EPS) data for its shares. Basic EPS is calculated by dividing the profit or loss Segment capital expenditure is the total cost attributable to shareholders of the Company incurred during the period to acquire proper- by the weighted average number of shares ty, plant and equipment, and intangible assets outstanding during the period. other than goodwill.
Note 4 – Determination of fair values
A number of the Group of companies’ account- the latest known trading price would receive or pay to terminate the swap at ing policies and disclosures require the deter- average price from transactions the statement of financial position date, tak- mination of fair value, for both financial and transactions with high volume ing into account current interest rates and the non-financial assets and liabilities. Fair values counterparty’s credit rating. have been determined for measurement and / (ii) Trade and other receivables or disclosure purposes based on the following The fair value of trade and other receivables, (iv) Non-derivative financial liabilities methods. When applicable, further informa- excluding construction work in progress, is Fair value, which is determined for disclosure tion about the assumptions made in determin- estimated as the present value of expected purposes, is calculated based on the present ing fair values is disclosed in the notes specific future cash flows. value of future principal and interest cash to that asset or liability. flows, discounted at the market rate of interest (iii) Derivatives at the reporting date. In respect of the liability (i) Investments in equity and debt securities The fair value of forward exchange contracts component of convertible notes, the market The fair value of financial assets at fair value is based on available market information. The rate of interest is determined by reference to through profit or loss and available-for-sale fair value is estimated by discounting the dif- similar liabilities that do not have a conversion financial assets is determined by reference to ference between the contractual forward price option. For finance leases the market rate of their quoted bid price at the reporting date. and the current forward price for the residual interest is determined by reference to similar maturity of the contract using a risk-free inter- lease agreements. If such a quoted bid price does not exist at the est rate (based on government bonds). statement of financial position date, the fol- lowing items are considered when estimating The fair value of interest rate swaps is the es- the fair value: timated amount that the Group of companies
24 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 25
Ganger Rolf ASA - Group of companies Notes
Note 5 – Financial risk management
Ganger Rolf ASA (the Company) and its subsid- and to associates were based on floating in- Capital Management iaries and associates (“Group of companies”) terest rates. The Company’s share of the bond The objective of the Group of companies is to are exposed to certain financial risks related loans issued by Bonheur ASA in 2012 and 2014 have a healthy financial position in order to to its activities. The main investments are in is NOK 1 250 million. The rest of the interest maintain market confidence and sustain fu- associates within various business segments bearing loans are to the associated company ture development of the business. The Group as described in note 1, 6 and 12. Some major Bonheur ASA. of companies monitors the capital structure investments are also classified as available for and return on capital on a continuous basis, sale, as described in note 13. The Company is Credit risk with the aim to maintain a strong capital base a subsidiary of Bonheur ASA. At the same time The Group of companies continuously evalu- while maximizing the return on capital Bonheur ASA is an associate due to the Com- ates the credit risk associated with customers pany’s investment of 20.7% in Bonheur ASA. and other debtors. When considered neces- The majority of the Group of companies’ free All major investments are normally carried out sary the Group of companies seeks to obtain available cash and cash equivalents has tradi- on a 50/50 – basis with Bonheur ASA. certain guarantees. The credit-risk within the tionally been held as bank deposits, however, Group of companies is in general considered investments in short- and long-term securities The monitoring within the business segments to be low as the main receivables are bonds are also made. Capital management within is carried out by the respective companies, in and loans to associates. the various business segments is carried out accordance with their policies and procedures, by these respective companies, based on their through internal reporting and online based Short-term investments are mainly limited respective policies and procedures. information of movements and market val- to reputable money market funds and cash ues of relevant financial instruments. Reports deposits in the Group of companies’ relation- The Group of companies is in compliance with on the companies’ financial risk exposure are ship banks. Derivative financial instruments all covenants in the loan agreements as per 31 regularly submitted to the respective Group of are normally entered into with the Group of December 2014 and 20 April 2015. company entities’ Board of directors. companies’ main relationship banks.
For more detailed information – see note 13. Liquidity risk Gross interest bearing debt of the Group of Financial market risk companies at year end was NOK 1 666 mil- Currency risk lion (2013: NOK 1 504 million). Cash and cash The Group of companies’ financial statements equivalents amounted to NOK 944 million is presented in NOK. The Group of companies’ (2013: NOK 171 million). Equity to assets ratio revenues consists primarily of NOK as the most was 62% (2013: 74%). dominant currency. The Group of companies’ expenses is primarily in NOK. Compared to total assets, investments in as- sociates comprise 78%, investments in other Associates are accounted for using the eq- shares and bonds classified as available for uity method. These companies’ financial sale comprise 4%, while other receivables and statements are presented in various curren- pension funds comprise 3%. Current assets cies such as NOK, USD and GBP. As such the comprise 15% of total assets, of which 74% is Group of companies is exposed to currency cash and cash equivalents. fluctuations via the net result after tax from its associates. Planned investments going forward are main- ly related to remaining investments within Also changes in oil and electricity prices will associates. affect the Group of companies indirectly via its associates, but the currency risk for the Group Dividend payments from Ganger Rolf ASA in of companies is considered to be moderate. 2014 amounted to NOK 284 million, represent- ing from the same amount as in the previous Interest rate risk year. The Group of companies is exposed to interest rate fluctuations, as loans are frequently based Taking into account estimated revenues, pro- on floating interest rates. By the turn of the posed dividend payments and planned capital year, all loans within the group of companies investments, the Group of companies regard the liquidity risk to be low.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 25 26
Ganger Rolf ASA - Group of companies Notes
Note 6 – Operating segments
Per year end the Group of companies has five reportable segments, as described below, which are the Group of companies’ strategic business units. The strategic business units offer different products and services, and are managed separately because they require different technology and -mar keting strategies. For each of the strategic business units, the Group of companies’ CEO reviews internal management reports on at least a quarterly basis. The accounting policies of the reportable segments are the same as described in notes 2 and 3. Information regarding the results of each reportable segments is included below. Performance is measured based on segment operating profit and profit after tax, as included in the internal management reports that are reviewed by the Group of companies’ CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm’s length basis.
Offshore drilling 1) Floating production 2) Renewable energy 3) Shipping/Offshore wind 4) (Amounts in NOK 1 000) 2014 2013 2014 2013 2014 2013 2014 2013
Operating income 0 0 0 0 0 0 0 0 Operating costs 0 0 0 0 0 0 0 0 Depreciation 0 0 0 0 0 0 0 0 Operating result 0 0 0 0 0 0 0 0 Share of profit in associates 208 036 453 365 0 0 -36 177 183 622 -5 188 68 643 Interest income 0 0 0 0 0 0 0 0 Interest expenses 0 0 0 0 0 0 0 0 Tax income / expense (-) 0 0 0 0 0 0 0 0 Net profit from continuing operations 0 0 0 0 0 0 0 0 Net result from discontinued operations 0 0 0 -102 513 0 0 0 0 Profit for the year (incl. associates) 0 0 0 -102 513 0 0 0 0 Investments in associates 2 540 327 2 284 169 0 0 655 176 280 521 776 278 868 350 Total assets (incl. associates) 0 0 0 0 0 0 0 0 Total liabilities 0 0 0 0 0 0 0 0 Capital expenditures 0 0 0 0 0 0 0 0
Cruise 5) Other investments 6) Eliminations Group of companies total (Amounts in NOK 1 000) 2014 2013 2014 2013 2014 2013 2014 2013
Operating income 0 0 344 470 0 0 344 470 Operating costs 0 0 -62 176 -46 457 0 0 -62 176 -46 457 Depreciation 0 0 -1 782 -1 775 0 0 -1 782 -1 775 Operating result 0 0 -63 614 -47 762 0 0 -63 614 -47 762 Share of profit in associates -59 823 -318 469 34 723 86 267 -2 699 28 323 138 872 501 751 Interest income 0 0 10 273 15 438 -127 -2 718 10 146 12 720 Interest expenses 0 0 -106 056 -106 691 21 1 951 -106 035 -104 740 Tax income / expense (-) 0 0 -4 436 -25 765 34 17 586 -4 402 -8 179 Net profit from continuing operations 0 0 -190 914 380 108 196 078 -30 126 5 164 349 982 Net result from discontinued operations 0 0 0 0 0 0 0 -102 513 Profit for the year (incl. associates) 0 0 -190 914 380 108 196 078 -30 126 5 164 247 469 Investments in associates 204 033 189 448 2 673 880 2 475 261 -1 521 0 6 848 174 6 097 749 Total assets (incl. associates) 0 0 13 084 644 10 589 463 -4 352 799 -3 821 571 8 731 845 6 767 892 Total liabilities 0 0 3 364 360 1 992 617 -42 995 -215 667 3 321 365 1 776 950 Capital expenditures 0 0 814 52 0 0 814 52
For further information, please refer to note 12.
26 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 27
Ganger Rolf ASA - Group of companies Notes
The Group of companies comprise the following business segments:
1) Offshore drilling Offshore drilling provides services to the offshore oil and gas industry. Fred. Olsen Energy ASA (26.13%).
2) Floating production - Discontinued operations per 31.12.2013 Floating production operated a fleet of Floating Production Storage and Offloading (FPSO) vessels and Floating Storage and Offloading (FSO) vessels for lease to clients in the international oil and gas market.
3) Renewable energy Renewable energy is engaged in development, construction and operation of wind farms in Scotland, Norway and Sweden. Fred. Olsen Renewables AS (50%), Codling Holding Ltd (25%) and Aurora AS (25 %).
4) Shipping / Offshore wind Shipping / Offshore wind has ownership in a company owning and operating two transport and installation vessels for offshore wind turbines and ownership in a company offering integrated turnkey solutions to the offshore wind industry. Shipping activities (inclusive tankers): Fred. Olsen Ocean Ltd. (Formerly named First Olsen Ltd.) - 50% and Oceanlink Ltd. (2013: 50%). Offshore wind: Fred. Olsen Windcarrier AS (50%), Universal Foundation Norway AS (50%) and Fred. Olsen Ocean Ltd. (Formerly named First Olsen Ltd.) - 50%.
5) Cruise Cruise owns and operates four cruise ships and provides a diverse range of cruises to attract its passenger. Fred. Olsen Cruise Lines Ltd (50%) and First Olsen Holding AS (50%).
6) Other investments Fred. Olsen Travel AS (50%), Fred. Olsen Insurance Services AS (50%), Fred. Olsen Fly- og Luftmateriell AS (50%), Stavnes Byggeselskap AS (50%), Oslo Shipholding AS (liquidated in 2014 (01.01 - 31.12.2013: 50%)), GenoMar AS (01.01.- 31.10 - 2013: 43.24%), Fred. Olsen Cruise Lines Pte. Ltd. (50%), Bonheur og Ganger Rolf ANS (50%), Borgå Group (merged with Bonheur ASA/Ganger Rolf ASA per 1 January 2014 (01.01 - 31.12.2013: 100%)), Laksa AS (100%), Bonheur ASA (20.70%), FO Capital Ltd. (50%) and NHST Media Group (from 1 May 2014: 27.97%).
The group of companies’ operating income and capital expenditures are originating in Norway.
Note 7 – Operating expenses
(Amounts in NOK 1 000) Note 2014 2013
Salaries and other personnel expenses 8 54 818 31 306 Administrative expenses 7 329 15 130 Other operating expenses 29 20 Total 62 176 46 457
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 27 28
Ganger Rolf ASA - Group of companies Notes
Note 8 – Personnel expenses, professional fees to the auditors
Ganger Rolf ASA (the Company) has no employees although the position as managing director is held by Anette S. Olsen as part of the day to day managerial services performed for Fred. Olsen & Co., comprising also financial, accounting and legal services. Ganger Rolf ASA was in 2014 charged for it’s share of such costs, including the service fee for 2014. In addition to the service fee for 2014 this figure also takes account of adjustments to the profit element for previous years, which have been charged in 2014 (see note 24).
In addition to the above, Fred. Olsen & Co. for the same period also charged subsidiaries of Ganger Rolf ASA and other related companies for the provi- sion of same or similar kind of services.
(Amounts in NOK 1 000) Note 2014 2013
Social Security cost *) 3 427 254 Employee benefits (pension costs) 19 12 213 10 546 Administration expenses Fred. Olsen & Co. 23 39 178 20 506 Total 54 818 31 306
*) Related to other benefits to the Chairman of the Board.
Professional fees to the auditors Statutory audit 1 048 954 Other attestation services 312 238 Tax advice 539 112 Other services outside the audit scope 23 319 Total (VAT included) 1 922 1 623
Note 9 – Finance income and expenses
(Amounts in NOK 1 000) 2014 2013
Interest income on available-for-sale financial assets 607 177 Interest income on receivables 2 067 5 210 Interest income on bank deposits 7 472 7 333 Interest income 10 146 12 720
Dividend income on available-for-sale financial assets 23 069 56 711 Gain on sale of shares 284 165 Foreign exchange gain 8 106 4 108 Gain on remeasurement of investments at fair value 9 603 0 Other finance income 15 627 7 945 Other finance income 56 689 68 929
Interest expense on loans from associates measured at amortised cost -27 738 -25 602 Interest expense on financial liabilities measured at amortised cost -78 297 -79 138 Interest expense -106 035 -104 740
Foreign exchange loss -11 403 -39 860 Impairment of available-for-sale financial assets -8 362 0 Loss on sale of associate 0 -5 411 Loss on sale of loans 0 -23 784 Other finance expenses -6 727 -3 682 Other finance expense -26 492 -72 737 Net finance income recognised in profit or loss -65 692 -95 828
28 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 29
Ganger Rolf ASA - Group of companies Notes
Note 10 – Income tax expense
(Amounts in NOK 1 000) 2014 2013
Current tax expense Current period -3 685 15 000 Total -3 685 15 000
Deferred tax expense Origination and reversal of temporary differences -717 -23 179
Income tax income / (-) expense from continuing operations -4 402 -8 179
Income tax recognised in other comprehensive income 2014 2013 Tax Tax Before (expense) Net Before (expense) Net (Amounts in NOK 1 000) tax benefit of tax tax benefit of tax
Items that may be reclassified subsequently to profit or loss Hedging effects 127 127 129 129 Fair value effects related to financial instruments -4 763 -4 763 16 700 16 700 Other comprehensive income from associates 617 980 617 980 178 208 178 208 Other comprehensive income due to cross ownership 129 006 -210 128 796 38 179 38 179 Total items that may be reclassified subsequently to profit or loss 742 350 -210 742 141 233 216 0 233 216
Items that will not be reclassified to profit or loss Actuarial gains/ (losses) on pension plans -21 643 5 844 -15 799 -26 350 -26 350 Other comprehensive income for the period -7 595 -7 595 -6 262 19 -6 243 Total items that will not be reclassified to profit or loss -29 238 5 844 -23 394 -32 612 19 -32 593
Other Comprehensive income for the period 713 112 5 634 718 747 200 604 19 200 623
Reconciliation of effective tax rate (Amounts in NOK 1 000) 2014 2014 2013 2013
Profit for the period from continuing operations 5 164 247 469 Reversal of result from discontinued operations 0 102 513 Total income tax expense /(-) income) 4 402 8 179 Profit before income tax 9 566 358 161
Income tax using the Company’s domestic tax rate 27.0 % -2 583 28.0 % -100 285 Effect of profit from associates (includes tax) -392.0 % 37 495 -39.2 % 140 490 Adjustments for prior year 0.0 % 0 -4.8 % 17 123 Non-deductible expenses 87.1 % -8 332 3.3 % -11 685 Tax free gain on shares 0.0 % 0 -2.6 % 9 154 Change in deferred tax 399.7 % -38 233 23.3 % -83 600 Other permanent differences -12.6 % 1 209 -1.3 % 4 744 Tax free dividend -63.2 % 6 041 -4.4 % 15 879 Total tax (-) expense / income from continuing operations 46.0 % -4 402 2.3 % -8 179
The figures are based on provisional estimates of tax free income, non-tax deductible costs and differences in periodic calculations between financial statements 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.
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 29 30
Ganger Rolf ASA - Group of companies Notes
Payable tax is shown in the balance sheet as follows:
(Amounts in NOK 1 000) 2014 2013
Current tax 57 418 53 000
Note 11 – Property, plant and equipment
Other (Amounts in NOK 1 000) Real estate fixed assets Total
Cost Balance at 1 January 2013 48 397 19 079 67 476 Acquisitions 0 52 52 Disposals 0 -1 451 -1 451 Balance at 31 December 2013 48 397 17 680 66 077
Balance at 1 January 2014 48 397 17 680 66 077 Acquisitions 0 814 814 Disposals 0 -297 -297 Balance at 31 December 2014 48 397 18 197 66 594
Depreciation and impairment losses Balance at 1 January 2013 23 514 6 746 30 260 Depreciation charge for the year 1 459 316 1 775 Disposals 0 -1 277 -1 277 Balance at 31 December 2013 24 973 5 785 30 758
Balance at 1 January 2014 24 973 5 785 30 758 Depreciation charge for the year 1 459 323 1 782 Disposals 0 -167 -167 Balance at 31 December 2014 26 432 5 941 32 373
Carrying amounts At 1 January 2013 24 883 12 333 37 216 At 31 December 2013 23 424 11 895 35 319
At 1 January 2014 23 424 11 895 35 319 At 31 December 2014 21 965 12 256 34 221
Expected economic life 25 years 1) Depreciation schedule is linear for all categories
1) Cars: 7 years.
30 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 31
Ganger Rolf ASA - Group of companies Notes
Note 12 – Investments in associates
(Amounts in NOK 1 000) Fred. Olsen Fred. Olsen Fred. Olsen Ocean Energy Group Renewables Group (Bermuda) Group of companies of companies of companies Consolidated 1)
Date of acquisition 01.07.1997 14.06.2001 02.09.1993 Business office Oslo Oslo Hamilton Ganger Rolf Group’s ownership 2013 26.13% 50.00% 50.00% Ganger Rolf Group’s percentage of votes 2013 25.96% 50.00% 50.00% Ganger Rolf Group’s ownership 2014 26.13% 50.00% 50.00% Ganger Rolf Group’s percentage of votes 2014 25.96% 50.00% 50.00%
Share of equity per 31.12.2013 2 284 169 280 521 970 863 Profit from the company accounts 208 036 -36 177 -5 188 Eliminations 0 0 0 Net profit included in Ganger Rolf Group of companies 208 036 -36 177 -5 188
Treasury shares 0 0 0 Share issue 0 363 916 0 Actuarial gains/(losses) on pension plans -32 195 1 599 5 502 Currency translation differences 512 716 44 710 168 825 Dividends -432 400 0 -260 162 Movement in fair value reserve 0 0 0 Acquisition of / sale of shares 0 0 0 Eliminations 0 0 -102 501 Other equity movements 2 607 -1 062 Share of equity per 31.12.2014 2 540 329 655 176 776 278 Fair value of the investment 1 179 975
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.
The presentation shows the accounts for the most significant associates.
1) Fair value is determined by using the stock price of these listed companies as per 31.12.
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 31 32
Ganger Rolf ASA - Group of companies Notes
(Amounts in NOK 1 000) First Olsen Holding Bonheur Group Other Group of companies of companies associates Total Consolidated 1) 2) 3)
Date of acquisition 27.01.2011 Business office Oslo Oslo Ganger Rolf Group’s ownership 2013 50.00% 20.70% Ganger Rolf Group’s percentage of votes 2013 50.00% 20.70% Ganger Rolf Group’s ownership 2014 50.00% 20.70% Ganger Rolf Group’s percentage of votes 2014 50.00% 20.70%
Share of equity per 31.12.2013 189 448 1 016 233 1 356 514 6 097 749 Profit from the company accounts -67 605 7 504 27 851 134 421 Eliminations 7 782 0 -3 330 4 451 Net profit included in Ganger Rolf Group of companies -59 823 7 504 24 520 138 872
Treasury shares 0 -4 140 -4 140 Share issue 40 000 0 20 438 424 354 Actuarial gains/(losses) on pension plans 0 -8 102 7 598 -25 598 Currency translation differences 34 408 132 568 890 894 118 Dividends 0 -59 105 -58 940 -810 607 Movement in fair value reserve 0 -5 299 -2 235 -7 534 Acquisition of / sale of shares 0 -22 733 128 489 105 756 Eliminations 0 0 102 501 0 Other equity movements 0 36 713 -1 055 35 205 Share of equity per 31.12.2014 204 033 1 093 638 1 578 720 6 848 174 Fair value of the investment 618 497
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.
The presentation shows the accounts for the most significant associates.
1) Fair value is determined by using the stock price of these listed companies as per 31.12.
2) Ganger Rolf ASA’s (GRO) investment in Bonheur ASA has been accounted for using the equity method as from 2014. Share of equity in BON is presented excluding the crossowner-effect from GRO.
3) Including NHST Media Group AS, Bonheur og Ganger Rolf ANS, FO Capital Ltd, Fred. Olsen Cruise Lines Pte Ltd, Fred. Olsen Travel AS, Fred. Olsen Insurance Services AS, Fred. Olsen Fly- og Luftmateriell AS, Stavnes Byggeselskap AS and Oslo Shipholding AS.
32 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 33
Ganger Rolf ASA - Group of companies Notes
Summary financial information for equity accounted investees, not adjusted for the percentage ownership held by the Group of companies.
Fred. Olsen Fred. Olsen Fred. Olsen Ocean Ltd. Energy Renewables (Bermuda) Group of companies Group of companies Group of companies 1) (Amounts in NOK 1 000) 2014 2013 2014 2013 2014 2013
Operating income 7 472 449 7 016 852 811 541 716 488 1 508 466 1 016 978 Operating expenses -4 188 659 -3 662 206 -263 957 -204 081 -1 067 643 -823 850 Depreciation/amortisation/impairment -2 351 503 -1 423 767 -311 504 -241 846 -132 415 -156 068 Gain/loss on disposal of fixed assets 577 3 685 761 9 358 17 921 -40 Operating result 932 864 1 934 564 236 841 279 919 326 329 37 021 Result from associates 0 0 -15 -77 0 358 Net financial items 52 453 -93 638 -311 134 113 447 -104 505 64 212 Result before taxes 985 317 1 840 926 -74 308 393 289 221 825 101 591 Taxes -189 141 -105 849 1 955 -26 044 -232 200 35 694 Net profit from continuing operations 796 176 1 735 077 -72 353 367 244 -10 376 137 286
Net result from discontinued operations 0 0 0 0 0 -295 462
Profit for the year 796 176 1 735 077 -72 353 367 244 -10 376 -158 177
Hereof non-controlling interests 6 186 -4 288 -75 -98 3 050 6 804 Hereof majority interests 789 990 1 739 365 -72 278 367 342 -13 426 -164 981
Ships/Rigs 21 293 662 14 834 865 0 0 2 417 181 2 596 550 Windfarms 0 0 4 298 822 3 317 634 0 0 Other fixed assets 606 698 492 626 366 324 312 519 116 062 124 159 Current assets 2 370 503 1 973 221 485 139 408 615 361 143 904 626 Cash equivalents 1 512 099 1 351 102 1 230 338 1 146 822 421 522 444 811 Total assets 25 782 962 18 651 814 6 380 623 5 185 590 3 315 908 4 070 146
Equity 9 722 102 8 741 759 1 310 352 561 042 1 552 556 1 736 700 Provisions 995 296 737 807 44 470 33 623 59 349 36 154 Long term interest bearing liabilities 10 063 686 4 028 369 4 009 098 3 989 000 1 040 974 1 966 407 Other long term liabilities 82 909 20 599 531 207 175 727 131 432 11 725 Short term interest bearing liabilities 709 533 798 181 306 119 201 664 132 065 133 878 Other short term liabilities 4 209 436 4 325 099 179 377 224 534 399 532 185 282 Total equity and liabilities 25 782 962 18 651 814 6 380 623 5 185 590 3 315 908 4 070 146
1) Fred. Olsen Production ASA (FOP) was disposed on 20 December 2013 and was presented as discontinued operations per 31 December 2013. FOP was owned by Fred. Olsen Ocean Ltd. ((FOO), formerly named First Olsen Ltd.) and was consolidated by FOO group. See note 27, discontinued operations for details.
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 33 34
Ganger Rolf ASA - Group of companies Notes
Summary financial information for equity accounted investees, not adjusted for the percentage ownership held by the Group of companies.
First Olsen Bonheur Holding FO Capital Group of Group of companies Group of companies companies 1) (Amounts in NOK 1 000) 2014 2013 2014 2013 2014 2013
Operating income 1 650 904 1 470 035 812 0 12 321 677 10 242 743 Operating expenses -1 508 959 -1 404 627 -3 036 -2 273 -8 023 210 -6 243 978 Depreciation/amortisation/impairment -185 760 -785 818 0 -24 -3 018 818 -2 455 626 Gain/loss on disposal of fixed assets 4 551 81 0 0 23 874 13 461 Operating result -39 265 -720 328 -2 224 -2 297 1 303 523 1 556 600 Result from associates 0 0 0 0 107 909 735 Net financial items -79 875 -23 579 79 073 104 297 -469 444 18 646 Result before taxes -119 140 -743 906 76 849 102 000 941 988 1 575 981 Taxes -507 -369 -6 126 -3 646 -444 955 -101 756 Net profit from continuing operations -119 647 -744 276 70 723 98 355 497 033 1 474 225
Net result from discontinued operations 0 0 0 0 0 -205 027
Profit for the year -119 647 -744 276 70 723 98 355 497 033 1 269 198
Hereof non-controlling interests 0 0 0 0 378 096 860 888 Hereof majority interests -119 647 -744 276 70 723 98 355 118 937 408 310
Ships/Rigs 1 575 122 1 510 369 0 0 25 285 965 18 851 037 Windfarms 0 0 0 0 4 298 822 3 317 634 Other fixed assets 33 095 30 576 0 367 963 2 609 488 1 890 195 Current assets 128 578 127 552 2 731 298 1 154 283 3 577 068 2 859 309 Cash equivalents 90 217 212 867 53 431 1 309 832 5 673 190 5 379 111 Total assets 1 827 012 1 881 365 2 784 729 2 832 078 41 444 533 32 297 286
Equity 408 066 471 477 2 757 358 2 798 063 14 562 736 12 953 488 Provisions 0 0 0 0 1 505 519 1 078 496 Long term interest bearing liabilities 0 600 966 0 0 17 602 378 9 949 749 Other long term liabilities 0 0 0 0 364 578 211 498 Short term interest bearing liabilities 100 159 255 0 0 1 147 818 2 591 814 Other short term liabilities 1 418 846 649 666 27 371 34 015 6 261 504 5 512 241 Total equity and liabilities 1 827 012 1 881 365 2 784 729 2 832 078 41 444 533 32 297 286
1) Bonheur Group of companies has consolidated Fred. Olsen Energy Group of companies, Fred. Olsen Renewables Group of companies, Fred. Olsen Ocean Group of companies (formerly named First Olsen Group of companies), First Olsen Holding Group of companies, FO Capital Group of com- panies and NHST Media Group of companies.
34 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 35
Ganger Rolf ASA - Group of companies 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 31.12.14 per 31.12.13
Public listed companies 1) Opera Software ASA 2 391 0.51% 608 333 2 538 57 792 50 461 Callon Petroleum Company 2) USD 287 2.05% 589 693 74 107 23 889 23 426 Norwegian Car Carriers ASA 0 935 Various shares 1 529 498 379 Total public listed companies 78 173 82 179 75 202
Shares with no publicly quoted market price 3) NHST Media Group AS 4) 0 90 854 Koksa Eiendom AS 5) 514 812 6.31% 8 119 632 68 607 60 900 68 607 Scotrenewables Tidal Power Ltd. GBP 4 14.09% 61 262 28 805 28 805 24 745 Open Hydro Ltd. EUR 403 0.28% 114 410 3 188 3 188 3 188 Oslo Børs VPS Holding ASA 86 008 0.03% 11 845 163 888 651 Fred. Olsen Spedisjon A/S 6) 700 27.14% 190 4 170 4 170 430 Various shares 21 21 21 Verdane Capital VB K/S, contribution 0 0 740 Verdane Capital VI K/S, contribution 0 0 312 Novus Energy Partners LP, contribution 2.90% 5 396 3 080 2 819 Total non-listed companies 110 349 101 052 192 367 Total 188 522 183 231 267 569
1) The fair value is determined by using the listed prices of the companies at year end. 2) Market value as per 31.12.14 is determined using stock price USD 5.45 (2013: USD 6.53) and rate of exchange USD/NOK 7.4332 (2013: 6.0837). 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 (2013 only) and Oslo Børs VPS Holding ASA. These shares are seldom traded and the fair value is determined by using average price from transactions during the year or from the list of non-listed shares from Norges Fondsmeglerforbund issued as per year end. No share transactions of the shares in Koksa Eiendom AS took place during 2014 and the fair value of the shares cannot be measured reliably. An external evaluation of the real estate has been made, which resulted in a write down of the investment (see note 5 below). 4) On 9 May 2014, Bonheur ASA and Ganger Rolf ASA together acquired 18.40% of the shares and voting interests in NHST Media Group (NHST). As a result, the Ganger Rolf Group of companies’ equity interest in NHST increased from 17.64% to 27.00%, and NHST was accounted for using the equity method from 1 May 2014. See note 28, Acquisition of associate, for details. 5) The Ganger Rolf Group of companies’ investment in Koksa Eiendom AS was written down with NOK 7 706 837 in 2014. 6) The company is considered as a financial investment until the activity has reached a significant level.
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 35 36
Ganger Rolf ASA - Group of companies Notes
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 2014 2014 date 31.12.14 31.12.13
Non-current assets: Bergenshalvøens Kommunale Kraftselskap AS 5 011 NOK 3.0 % 3.2 % 2017 5 106 0 Bergenshalvøens Kommunale Kraftselskap AS 5 000 NOK 2.7 % 2.6 % 2015 5 032 0 Lyse Energi AS 5 005 NOK 2.7 % 2.7 % 2015 5 033 0 Vardar AS 5 000 NOK 3.2 % 3.2 % 2016 5 018 0 Tafjord Kraft AS 5 000 NOK 2.6 % 2.8 % 2016 5 046 0 Hafslund ASA 5 000 NOK 2.0 % 2.1 % 2019 4 981 0 Statkraft AS 4 922 NOK 2.0 % 1.9 % 2016 5 003 0 Ringeriks kraft 5 000 NOK 2.6 % 2.7 % 2016 5 057 0 Energy Services companies 39 937 2.6 % 40 276 0
Oslo bolig og sparelag 5 123 NOK 3.4 % 3.4 % 2016 5 083 0 Olav Thon Eiendomsselskap ASA 4 995 NOK 2.8 % 2.7 % 2018 5 117 0 Real Estate companies 10 118 3.1 % 10 200 0
AP Møller-Maersk AS 5 114 NOK 3.6 % 3.6 % 2017 5 172 0 Yara International ASA 4 381 NOK 8.8 % 7.7 % 2016 4 355 4 542 Schibsted ASA 7 140 NOK 3.5 % 4.3 % 2015 7 107 0 Kongsberg Gruppen ASA 5 485 NOK 4.8 % 4.9 % 2019 5 628 0 Wilh. Wilhelmsen ASA 2 940 NOK 2.5 % 2.4 % 2016 2 970 0 Veidekke ASA 5 045 NOK 3.4 % 3.3 % 2018 5 181 0 Nortura SA 5 240 NOK 4.3 % 4.2 % 2017 5 259 0 Tine SA 5 169 NOK 3.2 % 3.0 % 2017 5 143 0 Industry companies 40 514 6.3 % 40 815 4 542
BN Bank ASA 10 000 NOK 2.7 % 2.8 % 2015 10 104 0 Sparebanken 1 SR-Bank 4 998 NOK 2.6 % 2.6 % 2015 5 028 0 Sparebank 1 Gruppen 12 325 NOK 2.4 % 2.4 % 2015 12 513 0 Storebrand Bank ASA 5 000 NOK 4.1 % 4.0 % 2017 5 107 0 Kredittforeningen for Sparebanker 5 071 NOK 3.0 % 2.9 % 2016 5 080 0 Kredittforeningen for Sparebanker 5 021 NOK 2.6 % 2.6 % 2018 5 076 0 Sparebank 1 Nord-Norge 5 055 NOK 2.6 % 2.6 % 2015 5 033 0 Bolig- og Næringskreditt AS 4 917 NOK 2.4 % 2.4 % 2016 5 045 0 Finance companies 52 386 2.7 % 52 986 0
Total 142 955 4.2 % 144 276 4 542
1) Fair value is based on quoted market prices.
Other receivables (non-current assets)
(Amounts in NOK 1 000) 2014 2013
Loans to associates 1) 185 075 2 788 Other interest-bearing loans 3 099 6 742 Other non interest-bearing receivables 48 424 54 429 Total other receivables (non-current assets) 236 598 63 959
1) Loans to associates are denominated in NOK. The loans have been charged with interest rates between 5,94% and 6,2% during 2014.
Interest income related to loans to associates 2 006 7 027
36 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 37
Ganger Rolf ASA - Group of companies Notes
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) 2014 2013 2014 2013 2014 2013
Property, plant and equipment 2 398 2 388 0 0 2 398 2 388 Gain and loss accounts 1 878 1 703 0 0 1 878 1 703 Receivables / financial instruments 1 774 1 808 -7 305 -5 765 9 079 -3 957 Tax loss carry-forwards 123 539 81 841 0 0 123 539 81 841 Other items 40 577 34 323 -2 754 -1 478 43 331 32 845 Allowances for deferred tax assets -160 128 -121 311 0 7 198 -160 128 -114 114 Tax assets -liabilities 10 038 752 -10 060 -45 20 097 707 Set off of tax -10 038 0 10 038 0 0 0 Net tax assets -liabilities 0 752 -22 -45 22 707
Deferred 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 deferred tax assets and liabilities relates to income tax levied to the same taxable entity. The deferred tax asset related to future income is included in “tax loss carry-forward”.
Unrecognised deferred tax assets Deferred tax assets have not been recognized in respect of the following items:
(Amounts in NOK 1 000) 2014 2013
Tax losses 113 502 81 926 Pension premium funds 40 577 33 571 fixed assets 2 398 2 303 Deferred taxable gain/loss account 1 878 1 703 Financial instruments 1 774 1 808 Total 160 128 121 311
Tax disputes There is an ongoing tax dispute with Norwegian tax authorities. See Note 23 - Contingencies
Note 15 – Trade and other receivables
(Amounts in NOK 1 000) 2014 2013
Trade receivables due from associates 1 777 881 Other trade receivables 271 0 Total trade receivables 2 048 881
Other receivables from associates 318 176 99 947 Other receivables and prepayments 11 519 14 867 Total other receivables 329 694 114 814 Total trade and other receivables 331 743 115 695
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 37 38
Ganger Rolf ASA - Group of companies Notes
Note 16 – Cash and cash equivalents
(Amounts in NOK 1 000) 2014 2013
Cash related to payroll tax withholdings 875 174 Unrestricted cash 942 850 171 252 Total cash & cash equivalents 943 725 171 426
Note 17 – Earnings per share
Profit attributable to ordinary shareholders
(Amounts in NOK 1 000) 2014 2013
Profit for the year 5 164 247 469 Average number of outstanding shares during the year 33 733 935 33 853 935 Basic earnings per share 0.15 7.31
Profit for the year 5 164 349 982 Average number of outstanding shares during the year 33 733 935 33 853 935 Basic earnings per share - Continuing operations 0.15 10.34
Profit for the year - -102 513 Average number of outstanding shares during the year 33 733 935 33 853 935 Basic earnings per share - Discontinued operations 0.00 -3.03
Within the Group of Companies there are no financial instruments with possible dilutive effects.
Weighted average number of ordinary shares
Issued ordinary shares at 1 January 33 853 935 33 853 935 Effect of own shares held 120 000 - Redemption of own shares - - Weighted average number of ordinary shares at 31 December 33 733 935 33 853 935
38 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 39
Ganger Rolf ASA - Group of companies Notes
Note 18 – Interest bearing 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 22.
(Amounts in NOK 1 000) 2014 2013
Non-current liabilities Loans from associates 423 310 207 913 Bond loan 1 242 269 495 911
Current liabilities Bank overdraft - - Loans from associates - 301 268 Bond loan - 498 784
Book value of collateral: Shares - -
Guarantees Guarantees to associates 1) 2 500 000 2 000 000 Cruise 2) 100 650 398 891 Windfarms 2) 26 729 26 971 Wind vessels 2) 1 179 263 1 248 441
Total guarantee commitments 3 806 642 3 674 303
1) In January 2012 Bonheur ASA issued a NOK 700 million 5 year unsecured bond loan with Ganger Rolf ASA as guarantor. The full loan amount matures in February 2017 and will be repaid in full at the maturity date. The coupon rate of the loan is 3 month NIBOR + 4.5%. In January 2012 Bonheur ASA issued a NOK 300 million 7 year unsecured bond loan with Ganger Rolf ASA as guarantor. The full loan amount matures in February 2019 and will be repaid in full at the maturity date. The coupon rate of the loan is 3 month NIBOR + 5%. In June 2014 Bonheur ASA issued a NOK 900 million 5 year unsecured tap issue bond loan with Ganger Rolf ASA as a guarantor. The full loan amount matures in July 2019 and will be repaid in full at the maturity date. The coupon rate of the loan is 3 month NIBOR + 3.1%. In June 2014 Bonheur ASA issued a NOK 600 million 7 year unsecured tap issue bond loan with Ganger Rolf ASA as a guarantor. The full loan amount matures in July 2021 and will be repaid in full at the maturity date. The coupon rate of the loan is 3 month NIBOR + 3.5%. Ganger Rolf ASA has borrowed half of the proceeds from the bond issues from Bonheur ASA at identical terms. 2) Ganger Rolf and Bonheur ASA are liable for pro rata guarantees amounting to NOK 254.7 million (i.e. NOK 127.4 million each), and a shared joint and several guarantee of NOK 1 179 million.
Note 19 – Employee Benefits
The Group of Company has no employees, although the position of managing director is held by Anette S. Olsen as part of the overall managerial services under an agreement with Fred. Olsen & Co., comprising also financial, accounting and legal services. The Company is charged for the execu- tion of these services and for its relative share of pension costs related to the employees of Fred. Olsen & Co
Employees of Fred. Olsen & Co., who were employed before 1 June 2012, are members of Fred. Olsen & Co.’s Pension Fund. Members of the pension fund have the right to future pension benefits (defined benefit plan) based upon the number of contribution years and salary level at retirement. The pension scheme is 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.
It has been decided to implement a transition from the current Defined Benefit Scheme to a Defined Contribution Scheme. All persons employed after 1 June 2012 will be offered a Defined Contribution Scheme . For all those who were employed before June 2012 there was an option to choose between the two alternatives.
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 39 40
Ganger Rolf ASA - Group of companies Notes
The pension schemes are accounted for in accordance with IAS19. The pension plans meet the Norwegian requirements for a Mandatory Service Pension (OTP).
Fred. Olsen & Co. has unfunded (unsecured) pension obligations towards its directors and senior managers with a salary exceeding 12 G (of whom seven pensioners). The directors have the right to a pension upon reaching 65 years of age, while other managers have a retirement age of 67 years. The pension obligations represent 66% of the relevant salary at the time of retirement.
(Amounts in NOK 1 000) 2014 2013
Present value of unfunded obligations -160 160 -135 218 Present value of funded obligations -119 648 -112 341 Total present value of obligations -279 808 -247 559 Fair value of plan assets 129 524 123 222 Net liability for defined benefit obligations -150 284 -124 337
Hereof unfunded pension plans (net liability) -160 160 -135 218 Hereof funded pension plans 9 877 10 881 Recognised net overfunding / obligation (-) for defined benefit obligations -150 283 -124 337
Financial fixed assets / pension funds 9 877 10 881 Liabilities / Employee benefits -160 160 -135 218 Net liability at 31 December -150 283 -124 337
Movement in net defined benefit obligations: Funded defined benefit obligations: Defined benefit obligation Fair value of plan assets Net defined benefit liability (Amounts in NOK 1 000) 2014 2013 2014 2013 2014 2013
Balance 1 January -112 342 -97 231 123 222 113 941 10 880 16 710
Pension contribution 4 675 0 4 675 0 Benefits paid by the plan 6 649 6 305 -6 649 -6 305 0 0 6 649 6 305 -1 974 -6 305 4 675 0
Included in profit and loss: Interest -4 236 -3 615 4 671 4 137 435 522 Current Service cost -3 476 -3 130 -3 476 -3 130 Net pension cost -7 712 -6 745 4 671 4 137 -3 041 -2 608
Included in equity: Actuarial gain/(loss) arising from: Demographic assumptions 0 -16 886 0 -16 886 Financial assumptions -6 727 1 847 -6 727 1 847 Experience adjustments 485 368 485 368 Return on plan assets 3 605 11 449 3 605 11 448 -6 243 -14 671 3 605 11 449 -2 638 -3 223
Balance 31 December -119 647 -112 342 129 524 123 222 9 877 10 880
40 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 41
Ganger Rolf ASA - Group of companies Notes
At the balance sheet date plan assets are valued using market prices. This value is updated yearly in accordance with statements from the Pension Trust. there are no investments in t he Company or in property occupied by the Group of companies.
Major categories of plan assets 2014 2013
Equity instruments 42 % 28 % Corporate bonds 37 % 50 % Government bonds 17 % 17 % Annuities 2 % 1 % Real estate 0 % 0 % Other assets 2 % 4 % Total Plan Assets 100 % 100 %
Unfunded defined benefit obligations
(Amounts in NOK 1 000) 2014 2013
Gross liability for unfunded defined benefit obligations at 1 January -135 219 -107 557 Benefits paid by the plan 3 234 3 287 Transfer of pension obligation 115
Included in profit or loss: Current service costs -3 895 -3 760 Interest on pension liability -5 278 -4 178 Net pension cost -9 173 -7 938
Included in other comprehensive income: Actuarial gain /(loss) arising from: Demographic assumptions 0 -18 745 Financial assumptions -10 456 2 921 Experience adjustments -8 547 -7 302 -19 003 -23 126 Balance at 31 December -160 160 -135 218
Total expense recognised in the income statement
(Amounts in NOK 1 000) 2014 2013
Current service cost -7 371 -6 890 Interest on obligations -9 514 -7 793 Expected return on plan assets 4 671 4 137
Net pension cost for defined benefit plans -12 214 -10 546
Principal actuarial assumptions at the balance sheet date expressed as weighted averages: 2014 2013
Discount rate at 31 December 2.5 % 4.0 % Expected return on plan assets at 31 December 2.5 % 4.0 % Future salary increase 2.5 % 4.0 % Yearly regulation in official pension index (G) 2.5 % 4.0 % Future pension increases 1.1 % 2.0 % Social security costs 14.1 % 14.1 % Mortality table K2013 K2013 Disability table KU KU
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 41 42
Ganger Rolf ASA - Group of companies Notes
Discount rate in Defined Benefit Plans The discount rate is determined by reference to high quality corporate bonds, where a deep enough market for such bonds exists. Covered bonds are in this context considered to be corporate bonds. In Norway the discount rate is determined with reference to covered bonds.
Sensitivity: Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts below:
(Amounts in NOK 1 000) Increase in PBO
Future salary increase with 0.25%-points 3 470 Future pension increase with 0.25%-points 7 675 Discount rate decrease by 0.25%-points 12 071 Future mortality, increase by 1 year longevity 12 475
Expected contributions to funded defined benefit plans in 2015 are NOK 4.9 million. Expected payment of benefits from the unfunded plans are in 2014 estimated to be NOK 3.2 million.
Total present value of obligations (Amounts in NOK 1 000) 2014 2013
Employees 174 910 147 366 Deferred 0 1 453 Pensioners 104 898 98 741 Total present value of obligation 279 808 247 559
Risks The major risks for the defined benefit plans are interest rate risk, investment risk, inflation risk and longevity risk.
Note 20 – Deferred income
The Ganger Rolf Group of companies has deferred income of NOK 58.5 million (2013: NOK 68.7 million), whereof NOK 10.5 million is short-term portion included in “Trade and other payables” and NOK 48.0 million is long-term included in “Other non-current liabilities”.
The deferred income is the discounted value of guarantee fees (1.80%) invoiced to associated companies. Net present value is calculated using the following discount rates; NOK 2,170%, GBP 1,975% and EUR 1.323%.
Note 21 – Trade and other payables
(Amounts in NOK 1 000) Note 2014 2013
Deferred income 20 10 473 14 559 Currency and interest contracts 508 635 Short-term loans from associates 1 355 000 301 268 Short-term bond loan 0 498 784 Other trade payables and accruals 24 134 15 517 Total trade and other payables 1 390 115 830 763
42 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 43
Ganger Rolf ASA - Group of companies Notes
Note 22 – Financial Instruments
The Group of companies is exposed to various financial risk factors through its operating activities. The factors include market risks (currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk. The management seeks to minimise the risks and monitors the financial markets closely.
Fair values versus carrying amounts Carrying amounts are presumed to reflect the fair value of financial assets and liabilities.
Credit risk The Group of companies seeks to minimise the credit risk by among other factors, insurance cover of credit risk. The revenues and receivables normally arise from a limited number of customers, which are closely monitored. The Group of companies continually evaluates the credit risks associated with customers and counterparties and, when necessary, requires guarantees or collateral. The Group of companies’ short-term investments are mostly limited to cash deposits with its relationship banks. The Group of companies considers its exposures to credit risk to be generally moderate.
The carrying amounts of financial assets represent the maximum credit exposures. The maximum exposure to credit risk at the reporting date was:
(Amounts in NOK 1 000) 2014 2013 Carrying amount Fair value Carrying amount Fair value Available-for-sale financial assets, bonds 144 276 144 276 4 542 4 542 Loans and receivables 568 341 568 341 179 654 179 654 Cash and cash equivalents 943 725 943 725 171 426 171 426 Total 1 656 342 1 656 342 355 622 355 622
In addition to the amounts above the Group of companies has granted guarantees to associates. The maximum exposure related to these guarantees is disclosed in note 18.
Fair value determination The Group is required to disclose the hierarchy of how fair value is determined for financial instruments recorded at fair value in the consolidated financial statements. The hierarchy gives highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 includes assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. All values in Level 2 are based on an average quoted price of transactions during the year and year end quoted prices. All values in Level 3 are measured at cost.
(Amounts in NOK 1 000) 31 December 2014 Level 1 Level 2 Level 3 Total Available-for-sale financial assets, bonds 144 276 0 0 144 276 Available-for-sale financial assets, shares 82 179 888 100 163 183 230
31 December 2013 Level 1 Level 2 Level 3 Total Available-for-sale financial assets, bonds 4 542 0 0 4 542 Available-for-sale financial assets, shares 75 202 651 191 716 267 569
Impairment losses The aging of trade receivables at the reporting date was:
Gross Impairment Balance Gross Impairment Balance (Amounts in NOK 1 000) 2014 2014 2014 2013 2013 2013 Not past due 568 341 0 568 341 179 654 0 179 654 Past due 0-30 days 0 0 0 0 0 0 Past due 31-180 days 0 0 0 0 0 0 Past due 181-360 days 0 0 0 0 0 0 More than one year 0 0 0 0 0 0 Total 568 341 0 568 341 179 654 0 179 654
Based on historic default rates, the Group of companies believes that no impairment allowance is necessary in respect of trade receivables not past due or past due by up to 30 days. ...the note continues on the next page
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 43 44
Ganger Rolf ASA - Group of companies Notes
The maximum exposure to credit risk for receivables at the reporting date by geographic region was:
(Amounts in NOK 1 000) 2014 2013
EURO-zone 568 341 179 654 Total 568 341 179 654
Liquidity risk The Group of companies is exposed to liquidity risk when payments of financial liabilities do not correspond to the cash flow from net profit. In order to effectively mitigate liquidity risk, the Group of companies’ risk management strategy focuses on maintaining sufficient cash, marketable securi- ties and committed credit facilities. Moreover, the liquidity risk management strategy focuses on maximising the return on surplus cash as well as minimising the cost of short term borrowing and other transaction costs. In order to uncover future liquidity risk, the Group of companies forecasts both short-term and long-term cash flows. Cash flow forecasts include cash flows stemming from operations, investments and financing activities.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
(Amounts in NOK 1 000) Due in Carrying Contractual 2019 and 31 December 2014 amount cash flows 2015 2016 2017 2018 thereafter
Non-derivative financial liabilities 1 665 579 1 950 143 491 548 66 200 397 621 45 270 949 504
Due in Carrying Contractual 2018 and 31 December 2013 amount cash flows 2014 2015 2016 2017 thereafter
Non-derivative financial liabilities 1 503 875 1 741 516 895 285 44 499 44 499 375 299 381 934
Currency Risk The Group of companies’ financial statements are presented in Norwegian kroner (NOK). Most of the associated companies use Norwegian Kroner (NOK), US Dollar (USD) or British Pound Sterling (GBP) as their functional currencies.
The management monitors the currency markets closely. In order to reduce the impact of currency rate fluctuations on the net income and the bal- ance sheet, currency contracts are entered into when considered appropriate.
The Group of companies’ exposure to foreign currency risk was as follows based on notional amounts:
The figures are not directly comparable to the figures in the statement of financial position, as the statement of financial position shows the figures in NOK; net of intra group eliminations.
(Amounts in 1 000) 31 December 2014 31 December 2013 USD GBP EUR USD GBP EUR
Trade receivables - - - - - Cash and bank 502 - - - 2 603 - Trade payables ------Net exposure 502 - - - 2 603 -
44 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 45
Ganger Rolf ASA - Group of companies Notes
Currency 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 2013.
Effect in NOK 1 000 Profit or loss Equity
31 December 2014 USD -373 -373 GBP 0 0 EUR 0 0
31 December 2013 USD 0 0 GBP -2 617 -2 637 EUR 0 0
The following significant exchange rate applied during the year: Reporting date Average rate spot rate 2014 2013 2014 2013
USD 1 6.3011 5.8753 7.4332 6.0837 GBP 1 10.366 9.1929 11.571 10.053 EUR 1 8.3548 7.8052 9.0365 8.3825
Interest rate risk When the Group of companies borrows funds externally, the interest rate payable is in most cases based on a floating interest rate. In order to reduce the fluctuations of interests payable, interest rate swap agreements are entered into. The Group of companies is exposed to fluctuations in interest rates for USD ,GBP and NOK.
The management monitors the interest rate markets closely and enters into interest rate swap contracts when this is considered appropriate. At the reporting date approximately 0% of the financial liabilities were interest rate hedged.
At the reporting date the interest rate profile of the Group of companies interest-bearing financial instruments was:
(Amounts in NOK 1 000) 2014 2013
Fixed rate instruments Financial assets 4 355 0 Financial liabilities (interest-hedged portion of interest-bearing debt) - - Total 4 355 0
Variable rate instruments Financial assets (cash and cash equivalents) 1 083 646 175 968 Financial liabilities (non-interest-hedged portion of interest-bearing debt) -1 665 579 -1 503 875 Total -581 933 -1 327 907
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 45 46
Ganger Rolf ASA - Group of companies Notes
Interest rate sensitivity 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 indi- cated below. This analysis is on a pre-tax basis and assumes that all other variables, in particular foreign currency rates, remain constant. Changes in the market value of interest rate swap agreements are not included. The analysis is performed on the same basis for 2013.
Profit or loss Equity 100 bp 100 bp 100 bp 100 bp increase decrease increase decrease
31 December 2014 Net interest expenses -5 819 5 819 -5 819 5 819
31 December 2013 Net interest expenses -13 279 13 279 -13 279 13 279
Note 23 – Contingencies and provisions
Tax disputes There are several ongoing tax disputes between subsidiaries within the Group of companies and the Norwegian tax authorities.
In 2009 the associate Barient NV received a subsequent tax ruling for the year 1999 of NOK 59 million as ordinary tax with an additional penalty tax of NOK 17 million. Following the ruling, the company paid NOK 112 million including interest. This tax claim was challenged before a higher appeal entity “Skatteklagenemda”. Skatteklagenemda reduced the ordinary tax to NOK 51 million and removed the penalty tax. By removing the penalty tax, the tax authorities also disregarded interest expenses applied before 2009. Subsequently, total tax and penalty tax reimbursed by the tax authorities, including interest, amounted to NOK 72 million. Thereafter, the company appealed the ruling to the court (Tingretten). The tax authorities gained support for their view by the court in April 2013 but the company appealed to the Court of Appeal (Lagmannsretten). The tax authorities also gained support for their view in the Court of Appeal. Finally the company appealed to the Supreme Court (Høyesterett), but in March 2015 the appeal was rejected. The paid amount of NOK 51 million is reflected in recognized tax expense previous years, of which 50% is attributable to Ganger Rolf ASA.
Bonheur ASA and Ganger Rolf ASA have both received a draft decision of change from the tax authorities regarding the taxable income for 1999 based on the dispute mentioned above. The tax authorities claim that the companies should have been liable to a tax gain on shares when reorganizing the ownership of Barient NV in 1999. The draft ruling received in February 2014, 14 years after the reorganization took place, lead to a possible pay- able tax of NOK 105 million. The amount was reflected in recognized income tax expense for 2012, of which 50% is attributable to Ganger Rolf ASA.
Bonheur ASA and Ganger Rolf ASA both received a decision of change regarding the taxable income for 2006. The tax authorities claimed that the split of the convertible bonds into ordinary bonds together with an option to purchase shares at the conversion price equates to realization and therefore was taxable. The issue was before the courts as the position of the companies was that gain on shares was free of tax (“Fritaksmodellen”). The position taken by the tax authorities led to a payable tax in March 2011 of NOK 121 and NOK 112 million for Ganger Rolf ASA and Bonheur ASA respectively. The decision was appealed to the Supreme Court in February 2014 which found the split to be a taxable realization of the convertible bonds. The ruling did not have any cash effect or income effect, since the tax amounts had been paid in 2011.
46 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 47
Ganger Rolf ASA - Group of companies Notes
Note 24 – Related party information
In the ordinary course of business, the Group of companies recognizes transactions with related companies which may have a significant impact on the financial statements. All services between related parties are based on an arm’s length principle with pricing based on costs incurred and allowing for a profit margin or the equivalent hereof. The following transactions between related parties took place in 2014:
Transactions within the Group of companies Internal short and long term Group of companies’ loans and commitments carry market interest rates according to agreement as at the date of issue. Depending on the terms of the loan agreement, the interest rates set is based on an arm’s length basis and follow the market interest rates taking into account the relevant risks involved. The risk involved includes type of business, geographical affiliation, security, duration etc.
Transactions with Fred. Olsen & Co and relations to key corporate positions Fred. Olsen & Co. is on a contractual basis in charge of the day-to-day management of the Company and as part of these services Anette S. Olsen holds the position of managing director with the Company. Anette S. Olsen is the proprietor of Fred. Olsen & Co., which per year-end 2014 had 39 employees. In 2014 Fred. Olsen & Co. charged the Company NOK 39.2 million (2013: 20.5 million) for its managerial services allowing also for a profit element. Pen- sion costs are dealt with in note 19. In addition, Fred. Olsen & Co. charged subsidiaries and other Company related parties for comparable services under separate agreements.
(Amounts in NOK 1 000) 2014 2013
Management costs invoiced to the Company 39 179 20 506 Management costs invoiced subsidiaries 125 625 Amount outstanding between Fred. Olsen & Co. and the Company *) -7 636 -2 520 Amount outstanding between Fred. Olsen & Co. and subsidiaries of the Company 0 -10
*) Short term outstanding in connection with current operations.
The compensation set for 2014 to Fred. Olsen & Co. and thus available to its proprietor for the aforesaid management of the Company, was NOK 6.4 million (2013: NOK 2 .3 million). This compensation is based on a cost-plus model together with benchmark analyses with corresponding recommen- dation to the Board by the Shareholders’ Committee. As advised in previous annual reporting adjustments to the compensation to Fred. Olsen & Co. have been made retroactively for the years 2011,2012 and 2013, in total NOK 8.5 million relative to the Company.
The Company is responsible for covering the pension obligations of Fred. Olsen & Co. relative to those who work in Fred. Olsen & Co. (hereunder the proprietor). The relevant pension costs as to the proprietor for 2014 equals NOK 0.9 million (2013: NOK 0.8 million).
Despite the fact that Fred. Olsen & Co. is a distinct service provider to the Company, it can be noted that the group of managers in Fred. Olsen & Co. during 2014 (excluding Anette S. Olsen) consisted of four persons. The relative share of the compensation for these persons attributable to the Company is as follows:
(Amounts in NOK 1 000) 2014 2013
Salary 3 932 3 344 Bonus 1 164 953 Other compensations 181 170 Total ordinary compensations 5 277 4 466 Pension benefits 2 186 1 873 Total compensations 7 463 6 339
A bonus system has been established for the senior management in Fred. Olsen & Co. Annual awards under the schemes, maximized to 60 % of one year salary, are subject to achieving certain criteria within the Group of Companies.
One third of the annual bonus award will be paid upon approval of the final accounts, while the remaining balance will be paid evenly over the subsequent two years. In 2014, bonus paid amounted to NOK 6.7 million (2013: NOK 6 million). 50% of these costs are attributable to the Company.
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 47 48
Ganger Rolf ASA - Group of companies Notes
Remuneration to the Board of Directors and the Shareholders Committee In 2014, the members of the board and the Managing Director received the following directors’ fees:
(Amounts in NOK 1 000) 2014 2013
Fred. Olsen, chairman of the Board 700 670 Andreas Mellbye 180 165 Helen Mahy (from October 2013) 223 114 Carol Bell (from July 2014) 150 0 Nick Emery (from July 2014) 179 0 Anna-Synnøve Bye (till July 2014) 43 182 Pauline Walsh (till October 2013) 0 68 Anette S. Olsen, managing Director 0 0 Total compensations 1 475 1 199
In 2014, the Chairman received NOK 1.3 million(2013: 1.3 million) in pension payment from the Company.
Effective from 1 January 2013, mr. Fred. Olsen became party to a consultancy agreement with Fred. Olsen & Co. From the same time his previous consulting agreement with the company terminated. In 2014 NOK 8.0 million was paid under his consultancy agreement with Fred. Olsen & Co. of which NOK 4 million is attributable to 2013. 50% of these costs are attributable to the Company.
The company resolved on a distinct compensation to mr. Fred. Olsen for the years 2011 and 2012 (in total NOK 2.75 million) due to i.a. his contribution towards the company embarking successfully on the offshore wind installation segment.
Shareholders’ Committee’s fees The Company / The Group of companies (Amounts in NOK 1 000) 2014 2013
Christian Fr. Michelet 90 85 Jørgen G. Heje 75 70 Bård Mikkelsen 75 70 Aase Gudding Gresvig 75 70 Einar Harboe 75 70 Total compensations 390 365
As per 31 December 2014 the members of the board, members of the shareholders’ committee and the Managing Director owned and/or controlled directly and/or indirectly, the following number of shares in the Company:
The Board of Directors: Shareholders’ committee: Managing Director: Fred. Olsen 720 Einar Harboe 60 Anette S. Olsen 3 600 Helen Mahy 0 Jørgen G. Heje 1 200 Carol Bell 0 Bård Mikkelsen 0 Andreas Mellbye 0 Aase Gudding Gresvig 1 000 Nick Emery 0 Christian Fr. Michelet 0
Private Fred. Olsen related interests directly and/or indirectly owned or controlled 21 199 990 shares in the Company.
48 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 49
Ganger Rolf ASA - Group of companies Notes
Note 25 – Group of companies
Ganger Rolf ASA is parent in a Group of companies with the following subsidiaries:
Country of incorporation Ownership interest 2014 2013
Borgå AS *) Oslo, Norway 0.00 % 100.00 % Laksa AS Oslo, Norway 100.00 % 100.00 %
For information about other Group related entities, please refer to note 12, “investments in associates”.
*) Borgå AS was merged with Ganger Rolf ASA with effect from 1 January 2014.
Note 26 – Subsequent events
The following events are related to associates of Ganger Rolf:
On 16 February 2015 the Group of Companies received a draft ruling from the tax authorities (Central taxation office) regarding the subsidiary MOPU AS related to a change in the taxable income for the years 2005-2006. The tax authorities argue that an intra-group merger as part of a re- organization in 2005 was tax-motivated and the payable tax should be increased by NOK 102 million. The claim has been challenged by the Group of companies. Ganger Rolf’s share of the payable tax has been recognized in the final accounts for 2014, not included in the preliminary accounts.
On 13 March 2015, Dolphin Drilling Ltd, a subsidiary of Fred. Olsen Energy ASA, received a termination for convenience notice from Anadarko Petroleum Corporation for the contract for the drilling unit Belford Dolphin. The termination will be effective in early September 2015. The termi- nation fee is approximately USD 52 million. The unit will undertake its five-year Class Renewal Survey in second/third quarter 2015. The five-year CRS and upgrades is estimated to take approximately 100 days and cost USD 130 million.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 49 50
Ganger Rolf ASA - Group of companies Notes
Note 27 – Discontinued operations
See accounting policy in note 3. In June 2013, Yinson Holdings Berhad, announced a cash offer to acquire 100% of the shares in Fred. Olsen Production ASA (FOP). Fred. Olsen Ocean Ltd. (Formerly named First Olsen Ltd.), owned 50/50 by Bonheur ASA and Ganger Rolf ASA, and the majority shareholder of FOP, granted the Offeror an irrevocable pre-acceptance for its 65 191 200 shares, representing 61.54% of the total issued shares and votes of FOP.
As a consequence of the above mentioned cash offer, the business segment Floating Production were classified as held for sale in the consolidated- fi nancial position as of 30th June 2013, and accordingly presented as discontinued operations in the consolidated income statement. On 20th December 2013 FOP announced that settlement of the voluntary offer by Yinson to acquire all outstanding shares in FOP had been completed.
Result of discontinued operations (Amounts in NOK 1 000) Jan - Dec 2013
Revenue 698 377 Operating costs -383 887 Operating result before depreciation / impairment losses (EBITDA) 314 490
Depreciation -139 280 Impairment losses 1) -364 607 Operating result (EBIT) -189 397
Financial revenues 16 628 Financial costs -45 765 Net financial items -29 137
Result before tax (EBT) -218 534 Estimated tax cost 2) -41 821 Net result after estimated tax -260 355
Translation reserve transferred to profit and loss 55 329
Net result inclusive recognition of translation reserve -205 027
Hereof non-controlling interests -86 754 Hereof majority interests -118 272
Basic / diluted earnings (loss) per share -3.7
The loss from the discontinued operation of NOK 102 513 thousand is attributable entirely to the owners of the company . The profit from continuing operations of NOK 349 982 thousand is attributable entirely to the owners of the company.
1) As a consequence of the cash offer of NOK 9.40 per share in FOP, Fred. Olsen Ocean Ltd. (Formerly named First Olsen Ltd.) wrote down the book value of FOP with USD 62 million (NOK 365 million). The impairment is related to the remaining book value of the vessels. 2) See income tax expense in note 10.
Cash flows from discontinued operations: (Amounts in NOK 1 000) Jan-Dec 2013
Net cash used in operating activities 267 476 Net cash from investing activities -48 278 Net cash from financing activities -261 066 Net cash flows for the year -41 867
50 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 51
Ganger Rolf ASA - Group of companies Notes
Effect of disposal on the financial position of the Group of companies (Amounts in NOK 1 000) 31.12.2013
Deferred tax benefit -840 Property, plant and equipment -1 256 597 Financial fixed assets -13 119 Inventories -4 908 Trade receivables and other receivables other -132 005 Bonds and securities, short term -31 093 Cash and bank -380 937 Pension liabilities 13 945 Interest-bearing other long term debt, other 669 207 Not interest-bearing other long term debt, other 26 139 Current liabilities 115 055 Disposal (20 December 2013) 995 155 Net assets and liabilities 0
The investment in FOP was accounted for using the equity method and was consolidated with 50% in the Ganger Rolf Group of companies (GRO). The figures in the tables above are presented on 100% basis in the Bonheur Group of companies. GRO’s share of the figures is 50%.
Note 28 – Acquisition of associate
On 9 May 2014, the Group of companies acquired 9.4 % of the shares and voting interests in NHST Media Group (NHST). As a result, the Group of companies’ equity interest in NHST increased from 17.6 to 27%.
Following this acquisition the Group of companies, together with Bonheur ASA, will continue its participation in the development of NHST in today’s challenging media environment.
NHST is a Norwegian media conglomerate that publishes a number of newspapers and online tools. Among its newspapers is Dagens Næringsliv, a Norwegian business daily ranking among Norway’s largest printed newspapers. The newspaper dates back to 1889.
For accounting purposes NHST is consolidated according to the equity method from 1 May 2014. In the eight months to 31 December 2014, the share of profit from NHST was NOK 1.8 million. If the acquisition had occurred on 1 January 2014, it is estimated that the share of profit would have been negative NOK 1 million. The reported amounts are in accordance with IFRS.
New cost price of NHST The following table summarizes the total cost price of the acquired shares in NHST.
(Amounts in NOK 1 000) Jan-Dec 2013
Number of new shares acquired 120 558 Price per share 382 Cost price - New shares 46 053 Number of previous shares acquired 227 135 Price per share 340 Adjusted cost price - Previous shares 77 163 Fair value reserve 9 603
Total cost price of shares controlled by Ganger Rolf Group of companies 132 819
The fair value reserve per 30 April 2014, NOK 9.6 million, has been transferred from other comprehensive income to profit or loss in connection with the reclassification of the investment in NHST from asset available for sale to an associate in Ganger Rolf Group of companies.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 51 Ganger Rolf ASA - NGAAP accounts
52
Ganger Rolf ASA Income Statement (NGAAP)
(Amounts in NOK 1 000) Note 2014 2013
Other income 293 320 Gain on sale of property, plant and equipment 3 24 118 Total income 317 438
Operating expenses 1 -62 004 -44 298 Depreciation 3 -1 782 -1 775 Total operating expenses -63 786 -46 073
OPERATING RESULT -63 469 -45 635
Interest income 10 294 16 649 Dividends 15 699 453 512 841 Foreign exchange gains 8 106 4 073 Gain on sale of bonds and securities 5 284 165 Group contribution 7 0 62 677 Other financial income 15 628 7 945 Total financial income 733 765 604 350
Other interest expenses -106 035 -109 888 Foreign exchange losses -785 -50 567 Loss on sale of securities 5,6 0 -20 021 Other financial expenses 16 -39 690 -455 755 Total financial expenses -146 510 -636 231 Net financial items 587 255 -31 881 RESULT BEFORE TAX 523 786 -77 516 Current tax 11 -3 685 15 000 Deferred tax 11 -752 -37 470
RESULT FOR THE YEAR 519 349 -99 986
Proposed allocations: Dividends 8 101 562 284 373 Other equity 8 417 787 -384 359 Total allocations 519 349 -99 986
52 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 53
Ganger Rolf ASA Balance Sheet (NGAAP)
(Amounts in NOK 1 000) Note 2014 2013
Assets Non-current assets Real estate 3 19 716 21 175 Other property, plant and equipment 3 12 257 11 895 Total property, plant and equipment 31 973 33 070 Investments in subsidiaries 4 4 018 10 016 Investments in associated companies 5 4 475 436 3 955 475 Investments in other shares 5 113 681 192 472 Bonds 6 168 820 4 381 Other receivables 7 164 055 11 007 Pension funds 2 9 876 10 881 Financial fixed assets 4 935 886 4 184 232 Total non-current assets 4 967 859 4 217 302
Current assets Total current receivables 7 321 256 223 723 Cash, bank deposits 1) 14 943 713 170 250 Total current assets 1 264 969 393 973 TOTAL ASSETS 6 232 828 4 611 275
1) Hereof restricted cash 875 174
Equity and liabilities Equity Share capital 8 42 317 42 317 Treasury shares - 225 0 Additional paid in capital 25 920 25 920 Total paid in capital 68 012 68 237 Other equity 2 800 456 2 422 077 Total equity 8 2 868 468 2 490 314
Liabilities Pension liabilities 2 160 160 135 218 Total provisions 160 160 135 218
Bond-loans 1 242 269 495 910 Debt to affiliated companies 423 310 207 913 Total non-current liabilities 9 1 665 579 703 823 Total current liabilities 9 1 538 621 1 281 920 Total liabilities 3 364 360 2 120 961 TOTAL EQUITY AND LIABILITIES 6 232 828 4 611 275
Mortgages 10 0 0 Guarantees 10 3 806 700 3 674 200
Oslo, 20 April 2015 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Carol Bell Nick Emery Helen Mahy Andreas Mellbye Chairman Director Director Director Director Anette S. Olsen Managing Director
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 53 54
Ganger Rolf ASA Cash Flow Statement (NGAAP)
(Amounts in NOK 1 000) 2014 2013
Cash flow from operating activities: Result before taxes 523 786 -77 516 Gain on sale of tangible fixed assets -24 -118 Gains (-) / losses on sale of shares, bonds and loans -455 43 640 Depreciation of tangible fixed assets 1 782 1 775 Write down of financial fixed assets 32 962 428 291 Group contribution 0 -62 677 Unrealized currency gains (-) / losses -26 10 679 Total cash flow from operations 558 025 344 074 Change in debtors and creditors 1) 3 862 5 185 Net cash flow from operating activities A 561 887 349 259
Cash flow from investing activities: Investments in property, plant and equipment -814 -52 Proceeds from sale of property, plant and equipment and shares 1 538 3 544 Net change in investments in shares and bonds -640 769 187 691 Net change in long term receivables -366 739 -34 114 Net cash flow from investing activities B -1 006 784 157 069
Cash flow from financing activities: Increase in debt 2 327 152 331 115 Repayment of debt -805 931 -657 797 Purchase of treasury shares -18 488 0 Dividends paid -284 373 -284 373 Net cash flow from financing activities C 1 218 360 -611 055 Net change in cash and bank deposits A+B+C 773 463 -104 727 Cash and bank deposits 1 January 170 250 274 977 Cash and bank deposits 31 December 943 713 170 250
1) Change in debtors and creditors Increase (-) / decrease receivables -2 194 3 028 Increase / decrease (-) short term liabilities 6 056 2 157 Total 3 862 5 185
54 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 55
Ganger Rolf ASA Accounting Policies
The accounts have been prepared in accord- terest rate swaps are valued according to the (j) Extraordinary items ance with the Norwegian accounting act and lower of cost and market value principle, i.e. To be classified as “extraordinary”, an item generally accepted accounting principles in unrealized losses are accounted for in the in- must occur randomly, be of significant value, Norway. The annual accounts give a true and come statement and balance sheet. and regarded as unusual. fair view of assets and liabilities, financial sta- tus and result. (e) Valuation of receivables (k) Management expenses Receivables are valued at face value with a The Company’s relative share of Fred. Olsen Norsk Regnskapsstiftelse has approved certain deduction for doubtful accounts, refer note 7. & Co.’s management expenses are charged amendments to its standards with effect for to «operating expenses» in the income state- 2014. The amendments are expected to have (f) Write down, and reversal of write down of ment. a effect on the calculation of employee ben- property, plant and equipment efits. It is the company’s preliminary judgment If there is an indication of impairment not con- (l) Tax that none of the new / amended accounting sidered temporary regarding non current as- Deferred tax shows the company’s tax liabil- standards will have a significant effect. sets, it is considered whether the recoverable ity assuming its assets and debt are realized amount is lower than book value. The recover- at book value by year end. Positive temporary (a) Generally able amount is the highest of net sales value differences state that book value is higher Ganger Rolf ASA’s principal business is carried or value in use. Value in use is discounted than taxable value, and vice versa for negative out in co operation with its parent company cashflows. If the recoverable amount is lower differences. The item “Tax income /(cost)” in Bonheur ASA. The two companies have 50/50 than book value, the asset is written down to the profit and loss statement, consists of two equity and charter interests in all of their ma- recoverable amount. In case of indication of a elements: The tax payable, and the change in jor activities. All figures presented are in NOK reversal of write down,a recoverable amount deferred tax. Deferred tax/tax benefit is re- unless otherwise stated. should be estimated. Previous write down flected as long term debt/non current assets should be reversed if recoverable amount is in the balance sheet. A deferred tax asset is (b) Basic policies higher than book value. Book value after re- recognised to the extent that it is probable The annual accounts are based on basic poli- versal should not exceed the value of the asset that future taxable profits will be available cies related to historical cost, comparability, prior to the write down. against which the temporary difference can going concern, congruence and prudence. be utilised. Deferred tax assets are reviewed Specific transactions are appraised equal to (g) Shares and other securities at each reporting date and are reduced to the their compensation value. Revenues are rec- Long term investments in subsidiaries, associ- extent that it is no longer probable that the ognised in the income statement once deliv- ated companies and other shares and bonds, related tax benefit will be realised. ery has taken place and most of the risk and which are held to maturity date, are classified return has been transferred. as financial fixed assets in the balance sheet (m) Pension cost / -commitments and entered at the lower of cost and fair val- IAS 19R changed the measurement principles (c) Classification of items in the financial ue. Average cost is used when gains/losses on of expected return on plan assets and re- statements sale of shares and bonds are calculated. Gains/ moved the accounting policy choice for recog- Assets related to receivables payable within one losses on sale of securities are entered in the nition of actuarial gains and losses using the year etc. are classified as current assets. Other income statement as financial income/losses. corridor method. Actuarial gains and losses assets are classified as non current. An equiva- are recognised in the equity correspondingly lent principle is applied to liabilities. Install- (h) Property, plant and equipment and affecting the net benefit liability or asset in the ments related to long term debt payable within depreciation statement of financial position. one year are classified as short term liabilities. Property, plant and equipment are entered in the balance sheet at historical cost less ac- The company has a pension plan that entitles (d) Foreign currency items and derivatives cumulated ordinary depreciation and write its members to defined future benefits, called Short and long term assets and liabilities are downs. Historical cost is purchase price with defined benefit plans. The calculation of the valued at currency rates prevailing at year end. addition of purchase costs. Ordinary deprecia- liability is made on a linear basis, taking into Unrealized losses are expensed and unrealized tions are calculated linearly over the estimated account assumptions regarding the number gains are accounted for as income. useful economic life, with basis in the histori- of years of employment, discount rate, future cal cost, reduced by estimated scrap value. return on plan assets, future changes in salaries Forward currency contracts are valued at fair and pensions, the size of defined benefit con- value, i.e. unrealized gains and losses are ac- (i) Bond loan tributions from the government and actuarial counted for in the income statement and bal- Bond loan is recognized initially at fair value assumptions regarding mortality, voluntary re- ance sheet. and directly attributable transaction costs. tirement and so on. Plan assets are stated at fair Subsequent to initial recognition, bond loan market values. Net pension liability comprises Currency options are valued at fair value if the is measured at amortised cost using the effec- the gross pension liability less the fair value of options are “inthe money”. Currency- and in- tive interest method. plan assets. Net pension liabilities from under-
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 55 56
Ganger Rolf ASA Notes
funded pension schemes are included in the It was decided to implement a transition from date. Dividends from non-listed securities balance sheet as long-term interest free debt, the current Defined Benefit Scheme to a De- are recognised in profit or loss at the date the while over-funded schemes are included as fined Contribution Scheme. All persons em- company receives the dividends. long-term interest free receivables, if it is likely ployed after 1 June 2012 was offered a Defined that the over-funding can be utilized. Contribution Scheme (at present maximum (p) Transactions with related parties contribution). For all those who were em- Purchase and sale transactions with related The effect of retroactive plan amendments ployed before June 2012 there was an option to parties in Norway, in line with the Norwegian without future benefits, are recognized in the choose between the two alternatives. Obliga- Companies Act § 3-9, are carried out to the income statement with immediate effect. Re- tions for contributions to defined contribution general business terms and principles. The measurements of the net defined benefit liabil- plans are expensed as the related services is same applies to the purchase and sale of for- ity, which comprise actuarial gains and losses, provided. Prepaid contributions are recognised eign related parties. Recognition, classification the return on plan assets (excluding interest) as an asset to the extent that a cash refund or a etc follow the Act’s general principles. There are recognised immediately in the equity. reduction in future payments is available. are written agreements for significant trans- actions. Transactions with related parties are The Company is parent in a Group presenting (n) Cash flow statement specified in note 12. Ganger Rolf ASA’s share their official accounts according to IFRS. In The cash flow statement is prepared accord- of revenues, expenses, gains and losses not at- this connection the Company has chosen to ing to the indirect method. Cash and cash tributable to a particular company in the same follow IAS 19 also for the parent company’s equivalents include cash, bank deposits and group is based on a distribution in accordance presentation of the pensions costs, as option- other short term, liquid assets with maturity with good business practice. ally granted in NRS 6A. date within three months from the date of acquisition. (q) Merger between parent and subsidiary Net pension cost, which consists of gross Mergers are accounted for using Group book pension cost, less estimated return on plan (o) Dividends received values in which net book values of subsidiaries assets adjusted for the impact of changes in Dividend income is recognised in profit or continue in the merged company. Group book estimates and pension plans, are classified as loss on the date that the company’s right to value accounting is used when the subsidiary an operating cost, and is presented in the line receive payment is established, which in the is a wholly owned subsidiary of the acquiring item “operating expenses”. case of quoted securities is the ex-dividend company.
Note 1 – Personnel expenses, professional fees to the auditors
Ganger Rolf ASA (the Company) has no employees although the position as managing director is held by Anette S. Olsen as part of the day to day managerial services performed for Fred. Olsen & Co., comprising also financial, accounting and legal services. Ganger Rolf ASA was in 2014 charged for it’s share of such costs, including the service fee for 2014. In addition to the service fee for 2014 this figure also takes account of adjustments to the profit element for previous years, which have been charged in 2014 (see note 12).
In addition to the above, Fred. Olsen & Co. for the same period also charged subsidiaries of Ganger Rolf ASA and other related companies for the provision of same or similar kind of services.
(Amounts in NOK 1 000) 2014 2013
Remuneration etc. Social Security and other personnel costs *) 3 427 254 Employee benefits (pension costs) 12 213 10 546 Administration expenses Fred. Olsen & Co. 39 179 20 506 Total 54 819 31 306
*) Related to benefits to the Chairman of the Board.
Professional fees to the auditors Statutory audit 1 035 898 Other attestation services 312 238 Tax advice 539 112 Other services outside the audit scope 23 319 Total (VAT included) 1 909 1 568
56 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 57
Ganger Rolf ASA Notes
Note 2 – Pension costs
The Company has no employees, although the position of managing director is held by Anette S. Olsen as part of the overall managerial services under an agreement with Fred. Olsen & Co., comprising also financial, accounting and legal services. The Company is charged for the execution of these services and for its relative share of pension costs related to the employees of Fred. Olsen & Co.
Employees of Fred. Olsen & Co., who were employed before 1 June 2012, are members of Fred. Olsen & Co.’s Pension Fund. Members of the pension fund have the right to future pension benefits (defined benefit plans) based upon the number of contribution years and salary level at retirement. The pension scheme is 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.
It has been decided to implement a transition from the current Defined Benefit Scheme to a Defined Contribution Scheme. All persons employed after 1 June 2012 will be offered a Defined Contribution Scheme . For all those who were employed before June 2012 there was an option to choose between the two alternatives.
The pension schemes are accounted for in accordance with IAS19. The pension plans meet the Norwegian requirements for a Mandatory Service Pension (OTP).
Fred. Olsen & Co. has unfunded (unsecured) pension obligations towards its directors and senior managers with a salary exceeding 12 G (of whom seven pensioners). The directors have the right to a pension upon reaching 65 years of age, while other managers have a retirement age of 67 years. The pension obligations represent 66% of the relevant salary at the time of retirement.
(Amounts in NOK 1 000) 2014 2013
Present value of unfunded obligations -160 160 -135 218 Present value of funded obligations -119 648 -112 341 Total present value of obligations -279 808 -247 559 Fair value of plan assets 129 524 123 222 Net liability for defined benefit obligations -150 284 -124 337
Hereof unfunded pension plans (net liability) -160 160 -135 218 Hereof funded pension plans 9 876 10 881 Recognised net overfunding / obligation (-) for defined benefit obligations -150 284 -124 337
Financial fixed assets / pension funds 9 876 10 881 Liabilities / Employee benefits -160 160 -135 218 Net liability at 31 December -150 284 -124 337
...the note continues on the next page
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 57 58
Ganger Rolf ASA Notes
Movement in net defined benefit liabilities: Funded defined benefit obligations: Defined benefit obligation Fair value of plan assets Net defined benefit liability (Amounts in NOK 1 000) 2014 2013 2014 2013 2014 2013
Balance 1 January -112 342 -97 231 123 222 113 941 10 880 16 710
Pension contribution 4 675 0 4 675 0 Benefits paid by the plan 6 649 6 305 -6 649 -6 305 0 0 6 649 6 305 -1 974 -6 305 4 675 0
Included in profit and loss: Interest -4 236 -3 615 4 671 4 137 435 522 Current Service cost -3 476 -3 130 -3 476 -3 130 Net pension cost -7 712 -6 745 4 671 4 137 -3 041 -2 608
Included in equity: Actuarial gain/(loss) arising from: Demographic assumptions 0 -16 886 0 -16 886 Financial assumptions -6 727 1 847 -6 727 1 847 Experience adjustments 485 368 485 368 Return on plan assets 3 605 11 449 3 605 11 448 -6 243 -14 671 3 605 11 449 -2 638 -3 223 Balance 31 December -119 647 -112 342 129 524 123 222 9 876 10 880
At the balance sheet date plan assets are valued using market prices. This value is updated yearly in accordance with statements from the Pension Trust. There are no investments in the Company or in property occupied by the Group of companies.
Major categories of plan assets in Fred. Olsen & Co’s Pension Fund: 2014 2013
Equity instruments 42 % 28 % Corporate bonds 37 % 50 % Government bonds 17 % 17 % Annuities 2 % 1 % Real estate 0 % 0 % Other assets 2 % 4 % Total Plan Assets 100 % 100 %
Unfunded defined benefit obligations (Amounts in NOK 1 000) 2014 2013 Gross liability for unfunded defined benefit obligations at 1 January -135 219 -107 557 Benefits paid by the plan 3 234 3 287 Transfer of pension obligation 115
Included in profit or loss: Current service costs -3 895 -3 760 Interest on pension liability -5 278 -4 178 Net pension cost -9 173 -7 938
Included in other comprehensive income: Actuarial gain /(loss) arising from: Demographic assumptions 0 -18 745 Financial assumptions -10 456 2 921 Experience adjustments -8 547 -7 302 -19 003 -23 126 Balance at 31 December -160 160 -135 218
58 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 59
Ganger Rolf ASA Notes
Total expense recognised in the income statement
(Amounts in NOK 1 000) 2014 2013
Current service cost -7 371 -6 890 Interest on obligations -9 514 -7 793 Expected return on plan assets 4 671 4 137
Net pension cost for defined benefit plans -12 214 -10 546
Principal actuarial assumptions at the balance sheet date expressed as weighted averages: (Amounts in NOK 1 000) 2014 2013
Discount rate at 31 December 2.5 % 4.0 % Expected return on plan assets at 31 December 2.5 % 4.0 % Future salary increase 2.5 % 4.0 % Yearly regulation in official pension index (G) 2.5 % 4.0 % Future pension increases 1.1 % 2.0 % Social security costs 14.1 % 14.1 % Mortality table K2013 K2013 Disability table KU KU
Discount rate in Defined Benefit Plans The discount rate is determined by reference to high quality corporate bonds, where a deep enough market for such bonds exists. Covered bonds are in this context considered to be corporate bonds. In Norway the discount rate is determined with reference to covered bonds.
Sensitivity Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts below:
(Amounts in NOK 1 000) Increase in PBO
Future salary increase with 0.25%-points 3 470 Future pension increase with 0.25%-points 7 675 Discount rate decrease by 0.25%-points 12 071 Future mortality, increase by 1 year longevity 12 475
Expected contributions to funded defined benefit plans in 2015 are NOK 4.9 million. Expected payment of benefits from the unfunded plans are in 2014 estimated to be NOK 3,2 million.
Total present value of obligations (Amounts in NOK 1 000) 2014 2013
Employees 174 910 147 366 Deferred 0 1 453 Pensioners 104 898 98 741 Total present value of obligation 279 808 247 559
Risks The major risks for the defined benefit plans are interest rate risk, investment risk, inflation risk and longevity risk.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 59 60
Ganger Rolf ASA Notes
Note 3 – Property, plant and equipment
(Amounts in NOK 1 000) Other Real estate assets Total 2014 Total 2013
Cost price as per 01.01 46 148 17 680 63 828 65 227 Purchases 0 814 814 52 Disposals 0 -297 -297 -1 451 Cost price as per 31.12 46 148 18 197 64 345 63 828 Accumulated depreciation as per 01.01 -24 973 -5 785 -30 758 -30 260 Depreciation current year -1 459 -323 -1 782 -1 775 Accumulated depreciation disposals 0 168 168 1 277 Accumulated depreciation as per 31.12 -26 432 -5 940 -32 372 -30 758 Book value as per 31.12 19 716 12 257 31 973 33 070
Expected economic life 25 years 1) Depreciation schedule is linear for all categories
1) Cars: 7 years.
Note 4 – Subsidiaries
Business Votes, Number of Book value (Amounts in NOK 1 000) Office Ownership percentage shares shares Equity
Laksa A/S 1) Oslo 100 % 100 % 13 500 4 018 2 122 Borgå A/S 2) 4 018
1) In 2014 there was an increase of the paid in capital of NOK 1 268 000. 2) The company was merged in Ganger Rolf ASA with effect from 1 January 2014.
Note 5 – Shares in associated companies and other investments
(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 14 533 736 497 033 50 987 20.70% 8 443 640 Fred. Olsen Energy ASA 1) Oslo USD 1 307 929 USD 118 349 USD 1 333 885 25.96% 17 314 382 Fred. Olsen Renewables AS 2) Oslo 1 310 352 -72 353 800 000 50.00% 4 000 000 Fred. Olsen Ocean Ltd. 3) Oslo EUR 171 809 EUR 795 USD 39 994 50.00% 19 996 898 Fred. Olsen Cruise Lines PTE Ltd Singapore GBP 1 396 GBP 47 USD 1 000 50.00% 500 000 Fred. Olsen Insurance Services AS Oslo 4 414 557 2 100 50.00% 750 Fred. Olsen Travel AS 4) Oslo 9 998 7 1 882 50.00% 2 241 Fred. Olsen Fly- og Luftmateriell AS Oslo 9 042 62 2 050 50.00% 1 025 GenoMar AS 5) Stavnes Byggeselskap A/S 6) Oslo 23 748 -4 302 1 100 50.00% 5 500 Oslo Shipholding AS 7) FO Capital Ltd. Valletta 2 757 358 70 723 2 600 050 50.00% 130 002 500 First Olsen Holding AS 8) Oslo 485 084 -135 210 1 060 106 50.00% 500 050 Bonheur og Ganger Rolf ANS 9) Oslo 70 807 -15 542 - 50.00% - NHST Media Group AS 10) Oslo 5 948 -11 020 12 879 27.00% 347 693
60 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 61
Ganger Rolf ASA Notes
(Amounts in NOK 1 000) Book value Market value Book value Market value Associated companies Cost price as per 31.12.14 as per 31.12.14 as per 31.12.13 as per 31.12.13 Bonheur ASA 113 271 113 271 618 497 113 271 1 085 008 Fred. Olsen Energy ASA 1) 1 424 897 1 424 897 1 179 975 1 424 897 4 274 921 Total stock listed investments 1 538 168 1 538 168 1 798 472 1 538 168 5 359 929 Fred. Olsen Renewables AS 2) 637 850 637 850 275 000 Fred. Olsen Ocean Ltd. 3) 792 779 579 911 579 911 Fred. Olsen Cruise Lines PTE Ltd 3 115 3 115 3 115 Fred. Olsen Insurance Services AS 1 050 1 050 1 050 Fred. Olsen Travel AS 4) 5 586 5 586 2 799 Fred. Olsen Fly- og Luftmateriell AS 1 100 1 100 1 100 GenoMar AS 5) Stavnes Byggeselskap A/S 6) 20 519 20 519 7 869 Oslo Shipholding AS 7) 0 1 943 FO Capital Ltd. 1 300 025 1 300 025 1 300 025 First Olsen Holding AS 8) 726 176 229 448 189 448 Bonheur og Ganger Rolf ANS 9) 60 000 35 400 55 000 NHST Media Group AS 10) 123 216 123 216 104 308 0 Various shares 48 48 48 Total 5 209 631 4 475 436 3 955 475
(Amounts in NOK 1 000) Ownership Book value Market Book value Market Company Voting- Number Cost as per value as per as per value as Equity share capital share % of shares price 31.12.14 31.12.14 31.12.13 per 31.12.13 Sundry Norwegian Car Carriers ASA 0 0 929 935 Opera Software ASA 2 391 0.51% 608 333 2 538 2 538 57 792 2 538 50 461 Callon Petroleum Company USD 287 2.05% 589 693 74 107 10 727 23 889 10 727 23 426 Various shares 1 529 91 498 91 379 Total stock listed investments 78 173 13 355 82 179 14 284 75 202 NHST Media Group AS 10) 0 0 77 163 90 854 Koksa Eiendom AS 11) 514 812 6.31% 8 119 632 68 607 60 900 68 607 Scotrenewables Tidal Power Ltd. GBP 4 14.09% 61 262 28 805 28 805 24 745 Fred. Olsen Spedisjon AS 12) 700 27.14% 190 4 170 4 170 430 Various shares 3 372 3 372 3 372 Verdane Capital VB K/S, contrib. 0 740 Verdane Capital VI K/S, contrib. 0 312 Novus Energy Partners LP, contrib. USD 15 020 2.90% 5 396 3 080 2 819 Total 188 522 113 681 192 472
1) Fred. Olsen Energy ASA (FOE) changed reporting currency from Norwegian Krone (NOK) to US Dollar (USD), with effect from 1 January 2014. Per 31.12.14 Ganger Rolf group of companies’s share of equity in FOE is NOK 2 540 326 792. Because of this it is not necessary with an impairment of the investment. 2) In 2014 there was an increase of the paid in capital of NOK 725 700 000, of which half of the capital increase was invested by Ganger Rolf ASA. 3) In 2013 the paid in capital in Fred. Olsen Ocean Ltd. (Formerly named First Olsen Ltd.) was reduced with USD 71 677 960,- (NOK 436 067 205) and repaid to Bonheur ASA and Ganger Rolf ASA, of which half of the amount was repaid to Ganger Rolf ASA. Fred. Olsen Ocean Ltd. changed report- ing currency from US Dollar (USD) to Euro (EUR), with effect from 1 January 2014. 4) In 2014 there was an increase of the paid in capital of NOK 5 575 608, of which half of the capital increase was invested by Ganger Rolf ASA. 5) Disposed 31 October 2013. 6) In 2014 there was an increase of the paid in capital of NOK 25 300 000, of which half of the capital increase was invested by Ganger Rolf ASA. 7) Liquidated in 2014. 8) In 2013 there was an increase of the company’s equity of NOK 102 million, of which half of the capital increase was invested by Ganger Rolf ASA. Subsequent to this capital increase Ganger Rolf ASA’s investment was written down with NOK 389 944 000. In 2014 there was an additional increase of the company’s equity of NOK 80 million, of which half of the capital increase was invested by Ganger Rolf ASA. 9) In 2014 there was an increase of the company’s equity of NOK 10 million, of which half of the capital increase was invested by Ganger Rolf ASA. Subsequent to this capital increase Ganger Rolf ASA’s investment was written down with NOK 24.6 million. 10) On 9 May 2014, Bonheur ASA and Ganger Rolf ASA together acquired 18.4 % of the shares and voting interests in NHST Media Group (NHST). As a result, the Ganger Rolf Group of companies’ equity interest in NHST increased from 17.64 % to 27%, and NHST was accounted for using the equity method from 1 May 2014. 11) Ganger Rolf ASA’s investment in Koksa Eiendom AS was written down with NOK 7 706 837 in 2014. 12) The company is considered as a financial investment until the activity has reached a significant level.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 61 62
Ganger Rolf ASA Notes
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 31.12.14 31.12.14 rate 2014 31.12.13 31.12.13
Fixed assets: Energy Services companies 40 328 NOK 40 276 40 276 2.6 % 0 0 Real Estate companies 10 214 NOK 10 200 10 200 3.1 % 0 0 Industry companies 65 805 NOK 65 359 65 440 6.3 % 4 381 4 542 Finance companies 53 129 NOK 52 986 52 986 2.7 % 0 0 Total 169 475 NOK 168 820 168 901 4.2 % 4 381 4 542
Note 7 – Receivables
(Amounts in NOK 1 000) 2014 2013
Current assets - non interest bearing Subsidiaries 1) 3) 0 122 587 Associated companies 318 176 99 947 Accounts receivable 2) 2 035 889 Others 1 046 300 Total short-term receivables 321 256 223 723
Financial fixed assets - interest bearing Subsidiaries 153 1 150 Associated companies 160 450 2 788 Other 3 099 6 742
Financial fixed assets - non interest bearing Others 353 327 Total long-term receivables 164 055 11 007
Interest from subsidiaries 21 3 832
Loss on receivables 0 0 Allocation to bad debt 0 0
1) Hereof group contribution current year, not interest bearing 0 62 677 2) Hereof subsidiaries and other related companies 2 035 889 3) Hereof group contribution interest bearing from 01.01.14 0 9 324
62 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 63
Ganger Rolf ASA Notes
Note 8 – Share capital and shareholders
Major shareholders as of 31.12.2013: Number % Bonheur ASA 21 212 197 62.66 % Skagen Vekst 1 213 817 3.59 % Nordea Nordic Small Cap Fund 1 126 271 3.33 % MP Pensjon PK 836 765 2.47 % KLP Aksje Norge VPF 608 105 1.80 % Veen A/S 537 831 1.59 % KBC Securities NV 423 053 1.25 % Citibank N.A. 402 365 1.19 % Kommunal Landspensjonskasse 396 774 1.17 % Invento A/S (private Fred. Olsen related company) 375 917 1.11 % A/S Quatro (private Fred. Olsen related company) 375 916 1.11 % State Street Bank and Trust Co. 331 103 0.98 % Other shareholders 6 013 821 17.76 % Total 33 853 935 100.00 %
As per 31 December 2014, the share capital of Ganger Rolf ASA amounted to NOK 42 317 419 divided into 33 853 935 shares at nominal value of NOK 1.25 each. As of 31 December 2014 the total number of shareholders were 1 259. The company has only one class of shares and each share equals one vote.
As per 31 December 2014, the members of the board, members of the shareholders’ committee owned and/or controlled directly or indirectly, the following number of shares in the Company:
The Board of Directors: Shareholders’ committee: Managing Director: Fred. Olsen 720 Einar Harboe 60 Anette S. Olsen 3 600 Helen Mahy 0 Jørgen G. Heje 1 200 Carol Bell 0 Bård Mikkelsen 0 Andreas Mellbye 0 Aase Gudding Gresvig 1 000 Nick Emery 0 Christian Fr. Michelet 0
Public (Bonheur ASA 21 212 197 and Ganger Rolf ASA, 180 000 own shares) and private Fred. Olsen related interests directly or indirectly owned or controlled 22 199 990 shares in the Company.
(Amounts in NOK 1 000) Paid in Own Additional Other Equity share capital shares paid in capital equity Total
Equity 01.01.2013 42 317 0 25 920 2 425 679 2 493 916 Merger of subsidiary (see note 4) 407 107 407 107 Actuarial gain / loss (-) (see note 2) -26 350 -26 350 Result for the year -99 986 -99 986 Proposed dividends -284 373 -284 373 Equity 31.12.2013 42 317 0 25 920 2 422 077 2 490 314
Equity 01.01.2014 42 317 0 25 920 2 422 077 2 490 314 Merger of subsidiary (see note 4) 497 497 Adjusted equity 01.01.2014 42 317 0 25 920 2 422 574 2 490 811 Actuarial gain / loss (-) (see note 2) -21 643 -21 643 Purchase of own shares -225 -19 775 -20 000 Dividend own shares 1 512 1 512 Result for the year 519 349 519 349 Proposed dividends -101 562 -101 562 Equity 31.12.2014 42 317 -225 25 920 2 800 456 2 868 468
In May 2014 the Annual General Meeting authorized the Board of Directors to acquire up to 3 385 394 own shares, corresponding to 10% of the share capital of the Company. The authority shall take effect from 28 May 2014 and remain valid until the next Ordinary Annual General Meeting. The company purchased 180 000 own shares in 2014.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 63 64
Ganger Rolf ASA Notes
Note 9 – Liabilities
(Amounts in NOK 1 000) 2014 2013 Current liabilities: Dividends 101 562 284 373 Accounts payable 1) 4 606 2 109 Other short term liabilities 2) 1 432 453 995 438 Total current liabilities 1 538 621 1 281 920
Non-current interest bearing liabilities: Bond-loan 3) 1 242 269 495 910
Other non-current interest bearing liabilities: Loan from subsidiaries 0 0 Loan from associates 423 310 207 913 Total other non-current interest bearing liabilities 423 310 207 913 Total non-current interest bearing liabilities 1 665 579 703 823
Interest paid to subsidiaries 0 5 147
1) Hereof subsidiaries and other related companies 3 469 0 2) Hereof subsidiaries, associates and other related companies 1 355 000 431 645
3) On 11th December 2009 Bonheur ASA completed a NOK 1,000 million 5 years unsecured bond issue with Ganger Rolf ASA as guarantor. Arrange- ment fee (NOK 6.081 million) was deducted and amortized over the term of the loan. Settlement date was 15th December 2009 and maturity date was 15th December 2014. The loan has been repaid in full at maturity date. On 27th January 2012 Bonheur ASA completed a NOK 700 million 5 years unsecured bond issue with Ganger Rolf ASA as guarantor. Arrangement fee (NOK 8.750 million) is deducted and will be amortized over the term of the loan. Settlement date was 10th February 2012 and maturity date is 10th February 2017. The loan will be repaid in full at maturity date. The Interest-rate will be 3 months NIBOR + 4.5%. On 27th January 2012 Bonheur ASA completed a NOK 300 million 7 years unsecured bond issue with Ganger Rolf ASA as guarantor. Arrangement fee (NOK 3.750 million) is deducted and will be amortized over the term of the loan. Settlement date was 10th February 2012 and maturity date is 10th February 2019. The loan will be repaid in full at maturity date. The Interest-rate will be 3 months NIBOR + 5%. On 26th June 2014 Bonheur ASA completed a NOK 900 million 5 years unsecured bond issue with Ganger Rolf ASA as guarantor. Arrangement fee (NOK 6.300 million) is deducted and will be amortized over the term of the loan. Settlement date was 9th July 2014 and maturity date is 9th July 2019. The loan will be repaid in full at maturity date. The Interest-rate will be 3 months NIBOR + 3.1%. On 26th June 2014 Bonheur ASA completed a NOK 600 million 7 years unsecured bond issue with Ganger Rolf ASA as guarantor. Arrangement fee (NOK 4.200 million) is deducted and will be amortized over the term of the loan. Settlement date was 9th July 2014 and maturity date is 9th July 2021. The loan will be repaid in full at maturity date. The Interest-rate will be 3 months NIBOR + 3.5%.
Note 10 – Mortgages and guarantees
(Amounts in NOK 1 000) Mortgages securities Book value of collateral: 2014 2013 Shares 0 0 Total 0 0
Guarantees Guarantee in favour of associated companies 2014 2013 Cruise vessels 100 700 398 800 Offshore wind turbine installation vessels 1 179 300 1 215 100 Offshore wind service vessels 0 33 300 Windfarms 26 700 27 000 Unsecured bond-loans 2 500 000 2 000 000 Total guarantee commitments 31.12 1) 3 806 700 3 674 200
1) Ganger Rolf ASA and Bonheur ASA are jointly and severally liable for guarantees of approximately NOK 1 179 million. Further they are liable for pro rata guarantees amounting to NOK 255 million (i.e. NOK 127 million each).
64 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 65
Ganger Rolf ASA Notes
Note 11 – Tax
(Amounts in NOK 1 000) 2014 2013 Result before tax 523 785 -77 517 +/- permanent differences, tax exempt dividends -670 850 -76 162 + Adjustment of taxable income due to limitation of interest deductibility 97 809 0 +/- Changes in temporary differences 22 008 100 842 - Change in accounting principle - Pensions 0 -60 867 Adjustment from previous year 0 1 568 Basis tax payable -27 247 -112 136
Tax payable 27% 0 0 Payable tax from tax claim -57 418 -53 000 Total tax payable - Balance sheet -57 418 -53 000
Tax cost estimated as follows Tax payable, 27% 0 0 Payable tax from tax claim 0 15 000 Change of taxable income from 2007 -3 685 0 Correction deferred tax previous year 1) -752 2 123 Change in deferred tax, see below 0 -39 593 Tax income / (-) cost -4 436 -22 470
Reconciliation of tax income / (-) cost Result before tax 523 785 -77 517 Income tax using the domestic corporation tax rate -141 422 21 705 Permanent differences 179 655 38 368 Change of taxable income from 2007 -3 685 0 Payable tax from tax claim 0 15 000 Tax positions merged 1) -752 -6 564 Change in limitation of deferred tax assets related to tax loss carryforward -38 233 -90 978 Tax income / (-) cost -4 436 -22 470
1) 2014: Mergers of Borgå AS and Fred. Olsen Shipping AS 2013: Mergers of Knock Holding AS and Knock Operations AS
Deferred tax in the balance sheet 2014 2013 Change Fixed assets -8 883 -8 529 -353 Deferred taxable gain/loss account -6 956 -6 308 -649 Receivables / financial instruments -6 569 -6 696 127 Pension premium funds -150 284 -124 337 -25 947 Miscellaneous differences 7 731 5 306 2 425 Adjustments temporary differences previous years 2 388 0 2 388 Net temporary differences -162 573 -140 564 -22 008
Shares/bonds 27 057 21 350 5 707 Loss carried forward / deferred allowance -357 355 -329 465 -27 890 Adjustments loss carried forward previous years -2 388 0 -2 388 Interest deductible carried forward -97 809 0 -97 809 Allowances for deferred tax assets 593 067 448 679 144 387
Deferred tax basis 0 0 0
Deferred tax benefit (-) / deferred tax liabilities 0 0 0
Ganger Rolf ASA evaluates the criteria for recognizing deferred tax assets at the end of each reporting period. The company recognizes deferred tax assets when they are “more likely than not” of being realized based on available evidence at the end of the reporting period, hereunder forecasted taxable profit and consolidated budgets. As of 31.12.14 there is no other evidence that future taxable profit may be available against which the unused tax losses or unused tax credits can be utilized by the company.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 65 66
Ganger Rolf ASA Notes
Note 12 – Related party information
In the ordinary course of business, the Company recognizes transactions with related companies which may have a significant impact on the financial statements. All services between related parties are based on an arm’s length principle with pricing based on costs incurred and allowing for a profit margin or the equivalent hereof. The following transactions between related parties took place in 2014:
Transactions within the Group of companies and with Fred. Olsen & Co. Internal short and long term Group of companies’ loans and commitments carry market interest rates according to agreement as at the date of issue. Depending on the terms of the loan agreement, the interest rates set is based on an arm’s length basis and follow the market interest rates taking into account the relevant risks involved. The risk involved includes type of business, geographical affiliation, security, duration etc.
(Amounts in NOK 1 000) 2014 2013
Revenues Associates 290 316 Other related parties 3 85 Total 293 401
Operating expenses Subsidiaries / Associates 65 0 Other related parties 41 899 20 506 Total 41 964 20 506
Financial income Interest income from subsidiaries 21 3 832 Interest income from associates 2 006 7 027 Guarantee income from associates 14 609 7 600 Total 16 636 18 459
Interest expenses Subsidiaries 0 5 148 Associates 27 738 25 602 Total 27 738 30 750
Accounts receivable Associates 1 777 889 Other related parties (Fred. Olsen & Co) 258 0 Total 2 035 889
Accounts payable Associates 124 1 463 Other related parties (Fred. Olsen & Co) 7 760 2 520 Total 7 884 3 983
Interest bearing long term receivables Subsidiaries 153 1 150 Associates 185 450 2 788 Total 185 603 3 938
Interest bearing short term receivables Subsidiaries 0 59 911 Associates 318 176 99 946 Total 318 176 159 857
Interest bearing long term liabilities Subsidiaries 0 0 Associates 423 310 207 913 Total 423 310 207 913
Interest-bearing short term liabilities Subsidiaries 102 931 Associates 1 355 000 *) 301 268 Total 1 355 000 404 199
*) Non interest bearing
66 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 67
Ganger Rolf ASA Notes
Transactions with Fred. Olsen & Co and relations to key corporate positions Fred. Olsen & Co. is on a contractual basis in charge of the day-to-day management of the Company and as part of these services Anette S. Olsen holds the position of managing director with the Company. Anette S. Olsen is the proprietor of Fred. Olsen & Co., which per year-end 2014 had 39 employees. In 2014 Fred. Olsen & Co. charged the Company NOK 39.2 million (2013: 20.5 million) for its managerial services allowing also for a profit element. Pension costs are dealt with in note 2. In addition, Fred. Olsen & Co. charged subsidiaries and other Company related parties for comparable services under separate agreements.
(Amounts in NOK 1 000) 2014 2013 Management costs invoiced to the Company 39 179 20 506 Amount outstanding between Fred. Olsen & Co. and the Company *) -7 636 -2 520
*) Short term outstanding in connection with current operations.
The compensation set for 2014 to Fred. Olsen & Co. and thus available to its proprietor for the aforesaid management of the Company, was NOK 6.4 million (2013: NOK 2 .3 million). This compensation is based on a cost-plus method together with benchmark analyses with corresponding recom- mendation to the Board by the Shareholders’ Committee. As advised in previous annual reporting adjustments to the compensation to Fred. Olsen & Co. have been made retroactively for the years 2011,2012 and 2013, in total NOK 8.5 million relative to the Company.
The Company is responsible for covering the pension obligations of Fred. Olsen & Co. relative to those who work in Fred. Olsen & Co. (hereunder the proprietor). The relevant pension costs as to the proprietor for 2014 equals NOK 0.9 million (2013: NOK 0.8 million).
Despite the fact that Fred. Olsen & Co. is a distinct service provider to the Company, it can be noted that the group of managers in Fred. Olsen & Co. during 2014 (excluding Anette S. Olsen) consisted of four persons. The relative share of the compensation for these persons attributable to the Company is as follows:
(Amounts in NOK 1 000) 2014 2013 Salary 3 932 3 344 Bonus 1 164 953 Other compensations 181 170 Total ordinary compensations 5 277 4 466 Pension benefits 2 186 1 873 Total compensations 7 463 6 339
A bonus system has been established for the senior management in Fred. Olsen & Co. Annual awards under the schemes, maximized to 60 % of one year salary, are subject to achieving certain criteria within the Group of Companies.
One third of the annual bonus award will be paid upon approval of the final accounts, while the remaining balance will be paid evenly over the subsequent two years. In 2014, bonus paid amounted to NOK 6.7 million (2013: NOK 6 million). 50% of these costs are attributable to the Company.
Remuneration to the Board of Directors and the Shareholders Committee In 2014, the members of the board and the Managing Director received the following directors’ fees:
(Amounts in NOK 1 000) 2014 2013 Fred. Olsen, chairman of the Board 700 670 Andreas Mellbye 180 165 Helen Mahy (from October 2013) 223 114 Carol Bell (from July 2014) 150 0 Nick Emery (from July 2014) 179 0 Anna-Synnøve Bye (till July 2014) 43 182 Pauline Walsh (till October 2013) 0 68 Anette S. Olsen, managing Director 0 0 Total compensations 1 475 1 199
In 2014, the Chairman received NOK 1.3 million(2013: 1.3 million)in pension payment from the Company.
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 67 68
Ganger Rolf ASA Notes
Effective from 1 January 2013, mr. Fred. Olsen became party to a consultancy agreement with Fred. Olsen & Co. From the same time his previous consulting agreement with the company terminated. In 2014 NOK 8.0 million was paid under his consultancy agreement with Fred. Olsen & Co. of which NOK 4 million is attributable to 2013. 50% of these costs are attributable to the Company.
The company resolved on a distinct compensation to mr. Fred. Olsen for the years 2011 and 2012 (in total NOK 2.75 million) due to i.a. his contribution towards the company embarking successfully on the offshore wind installation segment.
Shareholders’ Committee’s fees:
(Amounts in NOK 1 000) 2014 2013 Christian Fr. Michelet 90 85 Jørgen G. Heje 75 70 Bård Mikkelsen 75 70 Aase Gudding Gresvig 75 70 Einar Harboe 75 70 Total compensations 390 365
Note 13 – Financial instruments
The Company’s ordinary operations involve exposure to credit-, interest-, currency-, bunker price- and liquidity risks. Financial derivatives are used as a safeguard against fluctuations in interest rates, exchange rates and bunker prices. 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 recognized quarterly in the income statement as long as the contracts do not meet the requirements for hedge ac- counting.
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 NOK. 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 amounts 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 com- mitments. However, Ganger Rolf may also enter 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 4 million outstanding. The fixed interest rate is 8.8% and the agreement expires 30.03.2016. The unrealized loss by the end of the year was NOK 0.51 million (2013: unrealised loss NOK 0.64 million). The interest rate swap is related to a specific bond investment.
On 25 January 2012 Bonheur ASA completed a NOK 700 million 5 years unsecured bond issue and a NOK 300 million 7 years unsecured bond issue with Ganger Rolf ASA as guarantor. Settlement date was 10 February 2012 and maturity dates are 10 February 2017 and 10 February 2019, respectively. The interest rates are 3 month NIBOR + 4.5% and 3 month NIBOR + 5.0%, respectively. On 26 June 2014 Bonheur ASA completed a NOK 900 million 5 years unsecured bond tap issue and a NOK 600 million 7 years unsecured bond tap issue with Ganger Rolf ASA as guarantor. Settlement date was 9 July 2014 and maturity dates are 9 July 2019 and 9 July 2021, respectively. The interest rates are 3 month NIBOR + 3.1% and 3 month NIBOR + 3.5%, respectively.
Currency risk Ganger Rolf ASA is exposed to currency risk by purchases, sales, assets and liabilities in other currencies than NOK, primarily the currencies GBP, USD and EUR.
68 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 69
Ganger Rolf ASA Notes
The Company accounts are presented in NOK. The Company is closely monitoring the currency markets, and may enter into forward exchange con- tracts when this seems appropriate. Most forward exchange contracts entered into are hedging contracts. For forward exchange contracts utilized as financial hedging of monetary assets and liabilities in foreign currency, but not qualifying for hedge accounting, the variations in fair values are charged against the income statement. Both variations in the fair values of forward exchange contracts and currency gains and losses on monetary assets and liabilities are included in the Company’s net financial items. No currency contracts were entered into during 2014 except spot currency exchange contracts.
From the beginning to the end of 2014 the USD strengthened against NOK by 22.2% from 6.0837 to 7.4332, the EUR strengthened against NOK by 7.8% from 8.3825 to 9.0365 and the GBP strengthened against NOK by 15.1% from 10.0527 to 11.5710.
Liquidity risk A conservative handling of 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.
Solidity Ganger Rolf ASA had an equity ratio of 46% per 31 December 2014.
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 market price is available, the fair value is estimated based on information received from the companies.
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 carrying amount is considered to reflect the fair value of accounts receivable/payable with duration of less than one year. Other accounts receiv- able/payable are discounted in order to assess the fair value.
Fair value of financial instruments Fair values and carrying amounts are as follows: Carrying amount Fair value Carrying amount Fair value (Amounts in NOK 1 000) 2014 2014 2013 2013
Cash and cash equivalents 943 713 943 713 170 250 170 250 Trade debtors and other short term receivables 321 256 321 256 223 723 223 723 Shares and bonds 4 761 955 5 091 164 4 162 344 8 058 875 Interest rate swap agreements: Assets Liabilities -508 -508 -635 -635 Unsecured bond-loans 1 242 269 1 250 000 994 694 1 000 000 Loans from associated companies 0 0 -102 931 -102 931 Trade creditors and other short term liabilities -1 538 621 -1 538 621 -1 178 989 -1 178 989 5 730 064 6 067 004 4 268 456 8 170 293 Unrealized gains / (losses) 336 940 3 901 837
Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 69 70
Ganger Rolf ASA Notes
Note 14 – Cash and cash equivalents
(Amounts in NOK 1 000) 2014 2013
Cash related to payroll tax withholdings 875 174 Unrestricted cash 942 838 170 076 Total cash & cash equivalents 943 713 170 250
Unused credit facilities 0 0
Note 15 – Dividend
(Amounts in NOK 1 000) 2014 2013
Fred. Olsen Energy ASA 346 288 346 288 Bonheur ASA 59 105 59 105 FO Capital Ltd. 52 218 50 737 Fred. Olsen Ocean Ltd. 213 339 0 Koksa Eiendom AS 21 720 53 940 NHST Media Group AS 2 434 2 498 Fred. Olsen Insurance Services AS 3 000 0 From other investments 1 348 272 Total 699 453 512 841
Note 16 – Other financial expenses
(Amounts in NOK 1 000) 2014 2013
Impairment of investments 1) 32 307 428 291 Loss on loans 2) 0 23 784 Various financial expenses 7 383 3 680 Total 39 690 455 755
1) Borgå AS 0 38 347 First Olsen Holding AS 0 389 944 Bonheur og Ganger Rolf ANS 24 600 0 Koksa Eiendom AS 7 707 0 Total *) 32 307 428 291
2) GenoMar AS (realised) 0 23 784
*) See note 4 and 5 for further details
Note 17 – Merger between Ganger Rolf ASA and Borgå AS
Borgå AS, including its subsidiary Fred. Olsen Shipping AS, has been merged into the parent Ganger Rolf ASA in 2014. Borgå AS and Fred. Olsen Ship- ping AS had no operations. A merger with Ganger Rolf ASA enables increased coordination and economies of scale. From a business point of view, this is considered to be beneficial to the Group. In accordance with NRS 9, the merger is accounted for using book value accounting in which net book values of the subsidiaries continue in the merged company. Book value accounting is used when the subsidiary is a wholly owned subsidiary of the acquiring company.
Equity effects due to the merger are shown in note 8.
The merger was carried out with accounting and tax effect as from 1 January 2014.
70 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 71
Statements
Directors’ responsibility statement
The Board of Directors and Fred. Olsen & Co. To the best of our knowledge: The Board of Directors’ report for the Group together with the Managing Director have in The consolidated and separate annual of companies and the Company includes a a board meeting 20 April 2015 reviewed and financial statements for 2014 have been true and fair review of approved the Board of Directors’ Report and prepared in accordance with applicable - the development and performance of the consolidated and separate annual finan- accounting standards. the business and the position of the cial statements for Ganger Rolf ASA, for the The consolidated and separate annual Group of companies and the Company. year ending 31 December 2014 (Annual Re- financial statements give a true and fair - the principal risks and uncertainties port 2014) subject to corresponding recom- view of the assets, liabilities and financial which the Group of companies and the mendation from the Shareholders Committee. position and profit as a whole as of 31 De- Company face. cember 2014 for the Group of companies and the Company.
Oslo, 20 April 2015 Ganger Rolf ASA - The Board of Directors
Fred. Olsen Carol Bell Nick Emery Helen Mahy Andreas Mellbye Chairman Director Director Director Director Anette S. Olsen Managing Director
Statement of the Shareholders’ Committee
The annual report and accounts for 2014 were General Meeting that the Board’s proposal to that the Board’s proposal on an ordinary divi- addressed by the Shareholders’ Committee the annual accounts for 2014 is approved. The dend equal to NOK 3.00 per share, in total for on 27 April 2015. The Shareholders’ Commit- Shareholders’ Committee hereunder resolved the company NOK 101.6 million, is approved. tee resolved to recommend to the Annual to recommend to the Annual General Meeting
Oslo, 27 April 2015 Christian Fredrik Michelet, Chairman of the Shareholders’ Committee
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Auditor’s Report
72 Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 73
Auditor’s Report
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Corporate Governance
The Company remains focused on continuously developing its The Shareholders’ Committee consists of the following persons: established principles on good corporate governance. The pres- Christian Fredrik Michelet (Chairman), Einar Harboe (Deputy entation of the Company’s corporate governance practice follows Chairman), Aase Gudding Gresvig, Bård Mikkelsen and Jørgen from the recommendations of the Norwegian Code of Practice for Heje. All members of the Shareholders’ Committee are inde- Corporate Governance (“NUES”), published in a revised version in pendent of the Board, the managerial functions for the Com- October 2014. The following presentation is in the same order of pany as carried out by Fred. Olsen & Co. and the Company’s main topics as the fifteen items in the recommendations. shareholders.
1. Presentation of corporate governance 2. Business The Company’s principles on good corporate governance are The object clause of the Company as reflected in the Articles based on the Norwegian Code of Practice for Corporate Govern- of Association reads as follows: “Ganger Rolf ASA is a limited li- ance (“NUES”) as adapted to the organisational structure that ability company with its registered office in Oslo. The company’s the Company is part of. The Company is focusing on a continu- business is to engage in maritime and energy related activities, ing development of these principles as a contributor towards transportation, technology and property development, invest- the Company’s long term added value as well as towards the ments within finance and commerce, as well as participation in Company’s general responsibilities towards society. other enterprises”.
Significant parameters in this process are transparency, integrity In line with the wording of the referenced object clause, the and responsibility. These basic principles also reflect the Com- Company is engaged in a diversified business. The various busi- pany’s value base while they also identify the ethical guidelines ness areas and their results are reflected in the Annual Reports. governing the Company’s responsibility towards society and the The Company and its subsidiaries and associated companies Company’s behaviour in general. form the “Group of companies”.
Transparency points to confidence towards procedures and de- 3. Equity and dividends cision making and the way in which the various activities of the Equity Company are executed. In this connection the Company’s policy The equity of the Company is addressed in parent company note on information is essential. Integrity is the resulting effect of the 8. The Board considers that the current equity level is satisfac- norms that characterize the Company and which contribute in tory taking into account the Company’s financial position rela- securing a proper conduct of the Company’s affairs. Responsibil- tive to strategy and risk profile. ity relates to clarity on consequences of acts or omissions. At last year’s Annual General Meeting the Board was granted The Shareholders’ Committee authority to acquire own shares (Treasury Shares) at nominal The supervisory function of the Shareholders’ Committee con- value up to NOK 4 231 742 distributed on up to 3 385 394 shares. stitutes an integral part of the Company’s conduct as to good The authority remains valid until the next Ordinary Annual Gen- Corporate Governance. It follows from the Company’s Articles eral Meeting. In May 2014 the Company acquired 180 000 own of Association that the Shareholders’ Committee is responsible shares at a price of NOK 111 per share. for exercising a supervisory function relative to the Company’s managerial functions. The way in which the Shareholders’ Com- The Company has no current authority to increase its share capi- mittee execute these duties is belayed in the aforementioned tal. To the extent proposals will be made to the Annual General Norwegian Code of Practice for Corporate Governance and Meeting on authority to increase the share capital, caution will be equally follows established guidelines as adapted towards how exercised relative to the principle of preference for existing Share- the Company is organized. These guidelines i.a. address poten- holders on subscription for new shares. In the event the Board tial questions on conflict of interest. The Shareholders’ Commit- of the Company should request the Annual General Meeting for tee is attending to the Company’s annual accounts and express- authority to increase the share capital or acquire treasury shares, es its view to the General Assembly on the Board’s proposals on such authority will in any event only be requested for a period of the annual accounts and hereunder proposals on dividends. The time limited to the next ordinary Annual General Meeting. Shareholders’ Committee elects members to the Board, propose appointment of Auditor and also addresses the issue of compen- Dividend sation to Fred. Olsen & Co. for its managerial services towards When considering dividend payments the Company takes into the Company. account the development of the Company’ results and otherwise its investment plans and financial position. Specific situations
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Corporate Governance
may arise where it would be in the interest of the Sharehold- Board at present consists of five Directors, who are all elected ers that dividends are not recommended or that extraordinary for a two-year period. In addition to exercising the authorities dividend payments are recommended. Dividend payments are on decision-making and control functions, the Board focuses considered by the Board which makes proposals for allocations on development of the Company’s strategy. Emphasis is placed to the General Assembly, subsequent to the Shareholders Com- on providing the Board with good information as a basis for mittee having addressed these issues. the Directors to adequately perform their duties. All matters considered of material importance to the Company are ad- 4. Equal treatment of shareholders and transactions with close dressed by the Board. This i.a. comprises considering and ap- associates proving quarterly and annual accounts, significant investment The Company only has one class of shares and each share issues (hereunder acquisitions and divestments) and overall equals one vote. The Company emphasizes the principle of strategies. The composition of the Board reflects a broad level equal treatment of all its Shareholders. The Company has not of competence. been engaged in other transactions with its Shareholders, Board members, Fred. Olsen & Co. in its managerial capacity or anyone The Board members Carol Bell, Helen Mahy and Andreas Mellbye related to these other than what follows from Note 12 to the are independent of the managerial functions for the Company respective Annual Accounts or which may otherwise have been as carried out by Fred. Olsen & Co. and of the Company’s main reported in separate announcements to Oslo Stock Exchange. shareholders.
5. Freely negotiable shares Emphasis is further placed on a clear distinction in responsibili- The Company’s shares are freely negotiable. ties between Fred. Olsen & Co.’s managerial functions towards the Company and the Board. In Note 12 to the parent company 6. Annual general meetings accounts information on compensation to the Board is provided. The Company’s Annual General Meeting is normally held in May The compensation to the Board is not depending on results and each year under the conduct of the Chairman of the Sharehold- neither have the Directors been granted any options. ers’ Committee. The Company endeavours that the General Meetings are conducted in line with the aforesaid Norwegian Audit Committee Code of Practice for Corporate Governance. In its capacity as a preparatory and advisory working commit- tee for the Company’s Board the Audit Committee, consisting The summons, together with the appurtenant papers, is distrib- of Helen Mahy and Nick Emery, will review the financial report- uted in good time in advance of the Meeting. Shareholders who ing process, the system of internal control and management of are prevented from participating may vote by way of proxy. The financial risks, the audit process, and the Company’s process Shareholders’ Committee, the Board and the Company’s auditor for monitoring compliance with laws and regulations. In per- are all represented at the Annual General Meetings. The Annual forming its duties, the Audit Committee will maintain effective General Meeting i.a. elects members to the Shareholders’ Com- working relationships with the Company’s Board, Fred. Olsen & mittee. Co. in its managerial functions towards the Company and the Company’s Auditor. 7. Nomination committee The Company has no separate nomination committee. However, 10. Risk management and internal control it follows by the Articles of Association that the Shareholders’ The Group of companies’ risk management is developed to en- Committee elects members to the Board. sure that risk evaluation is a fundamental aspect of all business activities. Continuous evaluation of exposure to risk is essential 8. Corporate assembly and board of directors – composition and to identifying and assessing risk at all levels. independence The Company does not have a corporate assembly. The supervi- The Group of companies’ risk management policies work to sory function similar to a corporate assembly is executed by the identify, evaluate and manage risk factors that affect the per- Shareholders’ Committee. formance of all business activities. As such, continuous and sys- tematic processes are employed to mitigate potential damages 9. The work of the board of directors and losses and to capitalize on business opportunities. These The ultimate administration of the Company’s business which policies contribute to the success of both long and short-term implies securing that the Company’s business conduct is in line strategies. with the basic values of the Company rests with the Board. The
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Corporate Governance
Risk management is based on the principle that risk evaluation functions towards the Company. Anette S. Olsen is the sole pro- extends to all business activities. The Group of companies has prietor of Fred. Olsen & Co. which is providing services within the procedures for identifying, assessing, managing and monitoring areas of finance, legal, accounting and general administration to primary risk exposures. As part of the cash management policy, the Company. The compensation to Fred. Olsen & Co. for these the Group of companies may employ the use of derivative in- services, follow under note parent company note 12. The Com- struments such as interest rate swaps and currency contracts to pany has no employees. There are no stock option programs in reduce exposure to risk. the Company or in Fred. Olsen & Co.
The Group of companies’ risk management and internal control 13. Information and communications procedures are reviewed by the Audit Committee in accordance Emphasis is placed on conducting a policy on information which with its charter. The operational risk management and internal aims at providing the market with relevant and timely informa- control are carried out within each business segment in accord- tion in a way that supports the principle of equal treatment ance with the nature of the operations and the government leg- of all of the Company’s Shareholders. The Company provides islation in the relevant jurisdiction. Financial risk management presentations to Shareholders and analysts in connection with related to foreign exchange, interest rate management and announcement of the quarterly results. Annual and quarterly short-term investments is handled in accordance with estab- reports, together with the aforementioned presentations, are lished policies and procedures. made available on the Company’s web site, www.bonheur.net. The Company has preparedness on information for situations of The Company does not have a distinct formal internal audit an extraordinary character. function as part of its internal control system. Instead, the Com- pany works closely with the external auditor to ensure that risks 14. Takeovers and controls are monitored. Through regular board meetings in The main shareholder, Bonheur ASA, holds 62.13 % of the is- the underlying companies, the Company monitors the devel- sued shares of the Company. Privately held Fred. Olsen related opment of the operational companies, focusing on operations, holding companies controls a total of 52.08 percent of Bonheur market conditions, competitive situation and strategic issues. ASA stock. Based on the aforementioned, the Company consid- These board meetings generate valuable information and create ers that the Code’s takeover guidelines recommendation is not a solid foundation for the Company’s assessment of its overall currently relevant. financial and operational risk. Board meetings are held at least once every quarter and otherwise when important business 15. Auditor matters are to be dealt with. The Company’s Auditor is annually providing an activity plan for the audit of the Company. As part of the established rou- Selected companies are subjected to an internal, risk based tines within the Company on Corporate Governance the Audi- evaluation of internal controls to ensure procedures are in place tor is conducting presentations to the Audit Committee and the to mitigate risks and to ensure that these controls function as Shareholders’ Committee on the auditing carried out and the intended. Follow-up reports are prepared as a result of these auditor is hereunder addressing the Company’s risks, internal evaluations to ensure continuous improvement of controls im- control and quality on reporting. The Auditor is conducting a plemented. similar presentation to the Board in connection with the Board considering the Annual Accounts. 11. Board remuneration Board remuneration reflects the board’s responsibility, exper- In connection with the Auditor’s report the Auditor also provides tise, time spent, and the complexity of the business. Remunera- an affirmation on his independency and objectivity. The Auditor tion does not depend on the Company’s financial performance. participates at the Ordinary Annual General Meeting. In connec- There are no option programs for any director. The annual gen- tion with the issue on compensation to the Auditor it will always eral meeting determines board remuneration after considering be identified how this compensation is split between statutory recommendations by the Shareholders’ Committee. Additional auditing on the one side and other tasks on the other. information on remuneration paid to directors for 2014 is pre- sented in note 24 to the consolidated accounts.
12. Remuneration of executive management Anette S. Olsen has assumed the task as Managing Director of the Company as part of Fred. Olsen & Co.’s overall managerial
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Fleet List as of 31 December 2014
GANGER ROLF GROUP OF COMPANIES
Tonnage/capacity/ Company/segment/vessel Built year Type water depth Ownership
Fred. Olsen Energy ASA: Bredford Dolphin 1976/-81/-97/-01/-07 Aker H3 1 500 ft 26.0 % Borgny Dolphin 1977/-85/-91/-92/-97/-02/-10 Aker H3 2 300 ft 26.0 % Borgsten Dolphin 1975/-85/-95/-00/-13 Aker H3 1 500 ft 26.0 % Byford Dolphin 1973/-85/-90/-96/-98/-10 Aker H3 1 500 ft 26.0 % Bideford Dolphin 1975/-99 Aker H-3 Enhanced 1 500 ft 26.0 % Borgland Dolphin 1976/-99 Aker H-3 Enhanced 1 500 ft 26.0 % Borgholm Dolphin 1975/-02 Aker H-3 Accommodation - 26.0 % Belford Dolphin 2000 DP Drillship 1) 10 000 ft 26.0 % Blackford Dolphin 1974/-08 Aker H-3 Enhanced 7 000 ft 26.0 % Bolette Dolphin 2014 Gusto P 10000 1) 12 000 ft 26.0%
1) DP = Dynamic Positioning
Shipping / Offshore wind: Brave Tern 2012 Offshore wind turbine installation vessel 132 meters 50.0 % Bold Tern 2013 Offshore wind turbine installation vessel 132 meters 50.0 % Bayard 1 2011 Offshore wind service vessel 20 meters 50.0 % Bayard 2 2011 Offshore wind service vessel 20 meters 50.0 % Bayard 3 2012 Offshore wind service vessel 20 meters 50.0 % Bayard 4 2012 Offshore wind service vessel 20 meters 50.0 % Bayard 5 2012 Offshore wind service vessel 20 meters 50.0 % Bayard 6 2013 Offshore wind service vessel 20 meters 50.0 % Bayard 7 2013 Offshore wind service vessel 20 meters 50.0 % Wind Crew 1 1989/2010 Offshore wind service vessel 19 meters 50.0 %
Cruise: Black Watch 1972/-82/-05 Cruise 28 613 grt 50.0 % Braemar 1993/-01/-08 Cruise 19 089 grt 50.0 % Boudicca 1973/-06 Cruise 28 372 grt 50.0 % Balmoral 1998/-08 Cruise 43 537 grt 50.0 %
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Addresses
Ganger Rolf ASA Offshore drilling Enterprise no: 930 357 618 Fred. Olsens gate 2 Fred. Olsen Energy ASA 0152 Oslo, Norway Enterprise no: 977 388 287 Telephone: +47 22 34 10 00 Fred. Olsens gate 2 www.ganger-rolf.com 0152 Oslo, Norway Telephone: +47 22 34 10 00 www.fredolsen-energy.com Bonheur ASA Enterprise no: 830 357 432 Renewable energy Fred. Olsens gate 2 Fred. Olsen Renewables AS Fred. Olsen Renewables Ltd. 0152 Oslo, Norway Enterprise no: 983 462 014 Enterprise no: 2672436 Telephone: +47 22 34 10 00 Fred. Olsens gate 2 64-65 Vincent Square www.bonheur.net 0152 Oslo, Norway London, SW1P 2NU, England Telephone: +47 22 34 10 00 Telephone: +44 207 931 0975 www.fredolsen-renewables.com www.fredolsen-renewables.com Bonheur og Ganger Rolf ANS Enterprise no: 996 593 657 Shipping / Offshore Wind Fred. Olsens gate 2 P.O. Box 1159 Sentrum Fred. Olsen Ocean Ltd. Fred. Olsen Windcarrier AS 0107 Oslo, Norway c/o Fred. Olsen Ocean AS Enterprise no: 988 598 976 Telephone: +47 22 34 10 00 Enterprise no: 970 897 356 Fred. Olsens gt. 2 Fred. Olsens gt. 2 P.O. Box 581 Sentrum P.O. Box 581 Sentrum 0106 Oslo, Norway Fred. Olsen & Co. 0106 Oslo, Norway Telephone: +47 22 34 10 00 Enterprise no: 970 942 319 Telephone: +47 22 34 10 00 www.windcarrier.com Fred. Olsens gate 2 www.fredolsen-ocean.com 0152 Oslo, Norway Fred. Olsen Marine Services AS Telephone: +47 22 34 10 00 Universal Foundation Enterprise no: 962 189 938 Telefax: +47 22 41 24 15 Norway AS Prinsens gate 2B www.fredolsen.com Enterprise no: 996 732 592 P.O. Box 347 Sentrum Fred. Olsens gate 2 0106 Oslo, Norway P.O. Box 581 Sentrum Telephone: +47 22 34 11 00 0106 Oslo, Norway www.fredolsen-marine.com Telephone: +47 22 34 10 00 www.universal-foundation.com
Cruise
First Olsen (Holdings) Ltd. Enterprise no: 6443267 Fred. Olsen House White House Road Ipswich Suffolk IP1 5LL, England Telephone: +44 1 473 292 200 www.fredolsencruises.com
Other investments
NHST Media Group AS Fred. Olsen Fly og Luftmateriell AS Fred. Olsen Travel AS Enterprise no: 914 744 121 Enterprise no: 814 000 702 Enterprise no: 925 619 655 Christian Kroghs gate 16 Prinsensgate 2B, Prinsensgate 2B PO Box 1182 Sentrum 0152 Oslo, Norway 0152 Oslo, Norway 0107 Oslo, Norway Telephone: +47 22 34 13 88 Telephone: +47 22 34 11 11 Telephone: +47 22 00 10 00 www.fredolsentravel.com www.nhst.no
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Ganger Rolf ASA - Annual Report 2014 Ganger Rolf ASA - Annual Report 2014 79 2014
Annual General Meeting The annual general meeting will be held at the company’s offi ce, Fred. Olsens gt. 2 (entrance Tollbugt. 1b) 28 May 2015, 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 24 15, Internet: www.ganger-rolf.com