PDF - Farstad Shipping
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PDF - Farstad Shipping
Annual Report Farstad Shipping ASA 20 09 FINANCIAL CALENDAR (subject to changes) Result for 1st quarter 19 May Annual General Meeting 19 May Payment to shareholders 1 June Result for 1st half-year 24 Aug. Result for 3 quarter 11 Nov. rd 2 annual report - farstad shipping asa CONTENT 6 POSITIVE – NEGATIVE 2009 8 SIGNIFICANT EVENTS 2009 10 THIS IS FARSTAD SHIPPING 15 KEY FIGURES 17 MAIN FINANCIAL FIGURES 18 A WORD FROM THE CEO 20 OUR CORE VALUES 22 OUR FOCUS 24 THE GROUPS CORPORATE MANAGEMENT 26 THE BOARD OF FARSTAD SHIPPING 28 OUR BUSINESS AND CORPORATE GOVERNANCE 30 OUR BUSINESS 34 COMPANY STRUCTURE 36 CORPORATE GOVERNANCE 42 ANNUAL REPORT AND ACCOUNTS FOR 2009 85 PROFIT AND LOSS ACCOUNT 86 BALANCE SHEET 78 STATEMENT OFCASH FLOW 89 STATEMENT OF COMPREHENSIVE INCOME 90 STATEMENT OFCHANGES IN EQUITY 91 NOTES TO THE ACCOUNTS 113 AUDITOR’S REPORT FOR 2009 114 THE FARSTAD FLEET, VESSELS AND CONTRACT OVERVIEW 116 INVESTMENTS 1995 - 2010 118 THE FARSTAD FLEET 120 AHTS FLEET - EMPLOYMENT 122 PSV / SUBSEA FLEET - EMPLOYMENT 124 GLOSSARY annual report - farstad shipping asa 3 4 annual report - farstad shipping asa Another year same procedure; Better by Far annual report - farstad shipping asa 5 N E W TA X M O V E F R O M T H E N O R W E G I A N G O V E R N M E N T ? 6 annual report - farstad shipping asa Mrs. Justitia, the symbol of Law, Reason and Justice In previous annual reports these two of a burden for those shipping companies NOK 5.7 billion. The special environmental pages have been used to sum up the pos- that chose to stay in it. The Supreme Court investments associated with these vessels itive and negative trends in the reporting stipulated that the shipping companies amounted to approximate 10%. All of the year. This time we have chosen to focus should pay tax when they voluntarily choose vessels are owned in Norway. The new on recent events to do with shipping taxa- to withdraw resources out of the old transitional rules also mean that the profit tion. The background for this is the gov- scheme. from these vessels will be locked in. This ernment’s press release of 26 March also distorts competition and is very unfor- 2010. We read with disbelief the contents The proposed new regulations mean an tunate as we enter the most demanding of this press release. additional NOK 227 million for Farstad market situation in a long time. Shipping to pay in order to enter the new After Farstad Shipping chose to go to court taxation scheme that was introduced in The current proposal places a huge ques- against the government and won in both 2007. tion mark over the stability and predicta- District Court and the Norwegian Supreme bility of the general conditions in Norway. Court, the government’s response to its We note that the government has also A similarly large question mark must be defeat is to introduce a scheme that clear- dropped the environmental profile of the placed above the credibility of the sitting ly impacts those shipping companies that transitional regulations. This astonishes government. Our confidence in this gov- have stayed in Norway. Farstad Shipping us. ernment has disappeared with respect to is now being shut out of the new scheme a steady course being navigated for the unless we settle the bill from the old Since the introduction of the new scheme maritime industry in Norway. This is some- scheme at a price fixed by the government. in 2007 Farstad Shipping has taken deliv- thing Farstad Shipping will have to take In addition to this the government is tight- ery of 12 new vessels built in Norwegian into consideration in the future develop- ening the old scheme so it becomes more yards, corresponding to an investment of ment of the company. annual report - farstad shipping asa 7 SIGNIFICANT EVENTS 2009 Delivery of “Far Samson” Delivery of “Far Serenade” Delivery of “Far Scorpion” The subsea vessel “Far Samson” was PSV “Far Serenade” was delivered by AHTS “Far Scorpion” was delivered by delivered by STX Norway Offshore, STX Norway Offshore, Brevik to Farstad STX Norway Offshore, Langsten to Langsten to Farstad Shipping on 24 Shipping on 31 March. A NOK 280 mil- Farstad Shipping on 22 June. A NOK March. A NOK 680 million long-term loan lion long-term loan was taken out with 415 million long-term loan was taken out was taken out with Eksportfinans in con- Eksportfinans in connection with this. with Eksportfinans in connection with nection with this. The loan is guaranteed The loan is guaranteed by Fokus Bank. this. The vessel is working on the spot by DnB NOR, GIEK and Handelsbanken. The vessel is on a long-term contract market in the North Sea. The vessel is on a five year contract with with Statoil. Saipem U.K. Ltd. Delivery of “Far Sagaris” Purchase of “Far Swan” Tax case against the state AHTS “Far Sagaris” was delivered by STX PSV “Far Swan” was purchased 24 Oslo City Court agreed with Farstad Norway Offshore, Langsten to Farstad September. The vessel was built at STX Shipping and BW Gas that the transi- Shipping on 27 October. A NOK 436.5 Norway Offshore AS, Langsten in 2006. tional rules between the old and new million long-term loan was taken out with A long-term facility of NOK 98 was drawn shipping taxation schemes, passed by Eksportfinans in connection with this. with Nordea Bank Norge AS to finance the Norwegian parliament, the Storting, The loan is guaranteed by Fokus Bank the vessel. The vessel is working on a in December 2007, were unconstitu- and GEIK. The vessel is working on the long-term contract for Woodside in tional. The case has been appealed to the spot market in the North Sea. Australia. Supreme Court. For information about the judgement in the Supreme Court, see page 47. 8 annual report - farstad shipping asa Farstad wins the Heyerdahl Award “Far Samson” - “Ship of the Year “Far Samson” - “Ship of the Year The award was presented for the compa- 2009” 2009” ny’s commitment to improving environmen- The prestigious Ship of the Year award The most powerful offshore vessel ever tal standards in the shipping industry. This was instituted by the Norwegian shipping built, CSV “Far Samson”, designed by can be seen through the innovative and publication Skipsrevyen. Candidates are Rolls-Royce and built by STX Europe for more environmentally friendly systems nominated by the readers, though the Farstad Shipping was named Ship of installed onboard the company’s two new final decision is made by a jury. The award the Year by Offshore Support Journal. supply vessels, CSV “Far Samson” and PSV was presented by HRH King Harald and Farstad Shipping, Rolls-Royce Marine “Far Serenade,” wrote the jury. The award State Secretary Rikke Lind at Nor and STX Europe were presented with was presented by HRH King Harald. Shipping. the award at Nor Shipping. Safety award - Esso Australia Stockman Award Far Samson sets world record Farstad Shipping received the safety Farstad Shipping won the Stockman CSV “Far Samson” set an unofficial world award from Esso Australia based on its Award in the class for smaller and me- record with a continuous bollard pull of safety results and commitment to the dium-sized companies for the best re- 423 tons. This makes “Far Samson” the quality of the services the company deliv- porting to the financial market. The com- most powerful offshore vessel ever. By ers. In particular it was mentioned that pany scored highly due to its open, cred- way of comparison, construction vessels the award was won because of the com- ible and consistent information, because carrying out similar operations today pany’s ongoing service and safety re- the company adapts to new accounting have a bollard pull of around 280 tons. sults, as well as its support of improve- laws, and because the information value ments in Esso’s activities. disclosed in its presentations is high. annual report - farstad shipping asa 9 T H I S I S FA R S TA D S H I P P I N G M ACA É / R I O 10 1,860 6 3,258 E M P LOY E E S COUNTRIES FREIGHT INCOME annual report - farstad shipping asa A A lesund aBERDEEN singapore luanda P E RT H melbourne 1,424 57 1,723 P RO F I T before ta x V E S S E LS L I Q U I D AS S E TS annual report - farstad shipping asa 11 T H I S I S FA R S TA D S H I P P I N G The Company’s history The fleet has undergone considerable largest companies within its segment and Farstad Shipping was founded in 1956. renewal and development since 1990 has a market share of approximately 6%. In 1973, the company decided to enter through the construction of new ton- The company’s fleet consists of 57 ves- the offshore market as one of the first nage. sels: 24 PSV, 30 AHTS, and 3 SUBSEA. supply vessel operators in the North Sea. The company had one vessel under con- The company contracted its first supply Strategy and focus areas struction scheduled for delivery in March vessel, an AHTS of UT 704 design. Farstad Shipping’s strategy is to be a 2010. long-term, major supplier of large and The company grew through various part- medium sized, modern, offshore service Employees nership solutions, both as owner and vessels to the international oil and gas The company had 1,860 employees at operator, until the mid 1980s. The ac- industry. year-end 2009, an increase from 1,600 quisition of two fleets in 1986 (the Wil- at year-end 2008. 160 of these work on- helmsen fleet) and 1989 (the Seaforth Farstad Shipping has a long term char- shore, while 1,700 are sailors. The com- fleet) respectively, was of fundamental tering strategy and strives charter its pany’s head office is situated in Ålesund importance to the development of the vessels on long term contracts. The pe- and has 65 employees. Other operations current fleet. At the same time the com- riod of the contracts vary depending are conducted from the company’s offices pany also built up independent opera- upon the market and vessel contract- in Aberdeen (16 employees), Melbourne/ tional and market functions, and gath- ed. Perth (42 employees), Macaé/Rio (30 em- ered its vessel ownership interests in one company. 12 annual report ployees) and Singapore (7 employees). 47 Farstad Shipping is currently one of the - farstad shipping asa nationalities are represented among the sailors. The largest groups are represent- Care must be exercised in order to pro- pects, how many of its own shares it ed by 411 Australians, 204 Norwegians, tect oneself, one’s colleagues, the vessel, acquires, and other general conditions. 264 Brazilians and 246 British sailors. cargo, offshore installations, third parties A dividend of NOK 3.00 per share is pro- and the environment. posed for 2009. Every year Farstad Shipping invests sig- Shareholder information The company had 1,500 shareholders nificant resources in ensuring the safety The company has been listed on the Oslo as per 15 March. Foreign shareholders of its employees and creating and main- Stock Exchange with the ticker code FAR own 12% of the shares. The company’s taining a good working environment. This since 1988. share price in 2009 moved between NOK Health, Safety and Environment is done to achieve as safe and environmen- 70.00 and NOK 140.00. In the middle tally friendly operations as possible which Farstad Shipping’s goal is to ensure that of March 2010 the share price was NOK comply with national and international shareholders receive a competitive re- 151.50. This results in a market value laws, regulations and relevant standards/ turn over time. This return partly comes on the Oslo Stock Exchange of approxi- guidelines in the offshore industry. from the value created in the company mately NOK 5.9 billion for the compa- being reflected in the price of the com- ny. All employees on the company’s vessels pany’s shares and partly from the pay- and onshore are obliged to comply with ment of dividends. The magnitude of the the safety and environmental regulations dividend will be assessed on a continuous and procedures issued by the company basis with respect to the company’s earn- at any given time. ings, investment plans, market pros- annual report - farstad shipping asa 13 T H I S I S FA R S TA D S H I P P I N G FINANCIAL DEVELOPMENT 3500 % (mill. NOK) 100 2800 80 2100 60 1400 40 700 20 0 0 2000 2001 Freight income 2002 EBITDA 2003 2004 EBIT 2005 2006 EBITDA-margin 2007 2008 2009 EBIT-margin D E V E L O P M E N T I N VA L U E S A N D D I V I D E N D 250 (Dividend NOK) (Value NOK) 5 200 4 150 3 100 2 50 1 0 0 2000 2001 Dividend 14 annual report - 2002 2003 Board’s proposal dividend farstad shipping asa 2004 2005 VAE 2006 2007 Shareprice 2008 2009 Book value KEY FIGURES Farstad Shipping ASA – Group 2009 2008 2007 2006 2005 Share capital (NOK mill.) 39.0 39.0 39.0 39.0 39.0 Market price at 31.12 128.50 67.50 148.00 135.50 97.00 (1) 5 011.5 2 632.5 5 772.0 5 284.5 3 783.0 Share price high 140.00 148.00 170.00 139.00 97.50 Share price low 70.00 66.50 123.00 92.00 73.00 Booked equity per share 160.31 113.85 87.95 90.61 79.13 Estimated value adjustet equity per share (2) 249.45 248.06 218.06 170.87 115.28 Market capitalisation (NOK mill.) Result per share incl. sale of fixed assets (3) 49.53 31.42 -2.29 13.91 12.86 Result per share excl. sale of fixed assets 49.53 29.86 -7.32 13.91 8.71 Cash flow per share including sales profit (4) 37.68 39.64 13.09 20.65 25.16 Cash flow per share excluding sales profit 37.68 38.08 8.06 20.65 21.01 Dividend per share 3.00 5.00 4.00 3.00 3.00 (5) - - - -2.95 -4.89 RISK-amount Liquidity ratio (6) 2.07 2.05 1.72 1.65 1.89 EBITDA- margin excl. sale of fixed assets 53.3 % 56.4 % 50.9 % 50.9 % 47.9 % EBIT- margin excl. sale of fixed assets 39.3 % 44.0 % 36.4 % 36.1 % 30.9 % Return on Equity (ROE) (7) 36.1 % 31.1 % -2.6 % 16.4 % 17.1 % Return on capital employed (ROCE) (8) 13.4 % 17.3 % 14.9 % 11.3 % 11.7 % 39 000 000 39 000 000 39 000 000 39 000 000 39 000 000 Average number of outstanding shares Number of vessels per 31 December 56 51 48 48 44 Number of employees per 31 December 1 860 1 600 1 525 1 391 1 295 (9) 1.81 0.81 1.04 0.92 1.09 LTI- number DEFINITIONS: (1) (2) (3) (4) (5) (6) (7) (8) (9) Total share outstanding x share price at 31.12. Net value adjusted equity per share, for calculation methode see page 45. Result of the year, divided by average number of shares. Pre-Tax profit - taxes paid + depreciation + change in revaluation of liabilities, divided by average shares outstanding. 01.01. of the year shown in the actual column. Liquid assets divided by short- term debt. Profit devided by average booked equity. EBIT divided by sum total average booked equity and net interest bearing debt. Lost Time Injuries, number of injuries per million work hours. annual report - farstad shipping asa 15 416.7 540.6 195.6 366.8 285.6 473.6 456.4 804.7 895.0 4th QUARTER 265.0 299.1 220.5 640.88 05 06 07 08 09 3 QUARTER 451.7 549.5 871.9 417.1 536.8 429.3 662.7 560.6 rd 346.1 280.3 206.9 394.2 325.0 268.6 193.5 05 06 07 08 09 nd EBITDA ( excl . profit 169.9 2 QUARTER st on sales ) 571.9 05 06 07 08 09 1 QUARTER 775.7 834.9 437.6 425.4 746.1 625.2 545.0 05 06 07 08 09 208.9 417.0 382.1 O P E R AT I N G I N C O M E ( excl . profit on sales ) T H I S I S FA R S TA D S H I P P I N G 05 06 07 08 09 05 06 07 08 09 05 06 07 08 09 2nd QUARTER 05 06 07 08 09 3rd QUARTER 4th QUARTER 05 06 07 08 09 1st QUARTER 16 annual report - farstad shipping asa 05 06 07 08 09 2nd QUARTER 05 06 07 08 09 3rd QUARTER 294.7 125.8 279.2 208.3 352.6 366.3 178.2 226.6 147.2 196.1 255.9 341.3 141.0 136.9 292.6 236.1 190.5 124.9 EBIT ( excl . profit 101.4 on sales ) 444.3 1st QUARTER 05 06 07 08 09 4th QUARTER MAIN FINANCIAL FIGURES Farstad Shipping ASA – Group PROFIT AND LOSS ACCOUNT 2009 2008 2007 2006 2005 (NOK mill) Operating income ex. sale of fixed assets 3 257.6 2 958.6 2 318.2 1 940.9 Profit on sale of fixed assets - 61.1 196.1 - Operating expenses (1 521.4) (1 290.5) (1 137.4) Operating profit before depreciation (EBITDA) 1 736.2 1 729.1 1 376.8 987.1 954.7 (454.9) (365.4) (336.8) (286.4) (281.4) Depreciation (953.8) 1 653.8 161.9 (861.0) Operating profit (EBIT) 1 281.3 1 363.7 1 040.1 700.7 673.3 Net financial items 142.4 (454.4) (114.9) (125.9) (184.2) Pre-tax profit 1 423.7 909.3 925.2 574.9 489.1 BALANCE SHEET Fixed assets 10 489.3 8 471.7 7 338.6 6 620.3 5 712.6 Current assets 2 528.4 2 440.6 2 008.9 1 454.4 1 569.6 Total assets 13 017.7 10 912.3 9 347.5 8 074.7 7 282.2 Equity capital 6 251.9 4 440.0 3 430.1 3 533.7 3 086.0 Non-current liabilities 5 541.5 5 284.3 4 751.2 3 661.9 3 364.9 Current liabilities 1 224.3 1 188.0 1 166.2 879.1 831.3 (1) 4 540.3 3 422.3 2 997.3 3 176.4 2 657.3 Net interest bearing debt LIQUIDITY 1 713.7 1 743.4 1 461.4 972.3 1 180.2 Working capital (2) 1 304.1 1 252.7 842.8 575.2 738.4 Cash flow (3) 1 469.5 1 546.1 510.4 805.3 981.4 Liquid assets C A P I TA L Total assets 13 017.7 10 912.3 9 347.5 8 074.7 7 282.2 Equity capital 6 251.9 4 440.0 3 430.1 3 533.7 3 086.0 Equity ratio (4) 48.0 % 40.7 % 36.7 % 43.8 % 42.4 % Value adjusted equity ratio (5) 59.0 % 59.9 % 59.0 % 59.5 % 51.7 % FLEET Book value of vessels, interest in vessels 10 194.5 7 853.5 6 730.2 5 923.3 5 137.6 Mortgage debt 5 962.1 4 935.1 4 196.1 3 515.0 3 273.6 Leasing liabilities - - - 306.9 259.3 DEFINITIONS: (1) (2) (3) (4) (5) Interest bearing debt- interest bearing liquid assets. Current assets - short-term liabilities. Pre-Tax profit - taxes paid + depreciation + change in revaluation of liabilities. Equity capital as % of total assets. Net value adjusted equity as % of total assets , for calculation methode see page 45. annual report - farstad shipping asa 17 A WORD FROM THE CEO Shipping was expected to be a challenging activity in 2009. The financial crisis hit hard in the last half of 2008 and created direct ripple effects in all areas of our operations as well. The excess tonnage caused by the large amount of new build activity dramatically changed the market. From witnessing spot market rates in autumn 2008 of around NOK 2 million per day for large AHTS, 2009 brought with it far more difficult times. We have had to get used to spot closings of well under one hundred thousand per day, and a utilisation rate of less than 60% for, for example, North Sea spot tonnage. Given this backdrop, Farstad Shipping’s result for 2009 is pleasing and very satisfying. This is true with respect to both the financial result in the form of turnover and profit and the organisational result in the form of good quality operations and a strong focus on quality and safety throughout the organisation. 2009 was also the year we took delivery of four fine new builds and also invested in one existing vessel, which had recently been delivered to another shipping company from one of our partner yards. Our new builds have a clear environmental profile. This has also been duly noted in the market. The company won a number of awards during the year. In essence this was due to our strong focus on the environment, and a recognition of our good quality, safe operations. I would especially like to highlight the Heyerdahl Award for the company’s commitment to the environment and the awarding of Esso’s safety award for 2009 based on our operations in the Bass Strait in Australia. A more informative presentation of the various awards is provided on page 9 of this report. A new shipping taxation scheme was introduced in Norway in 2007. The new scheme provided competitive general 18 annual report - farstad shipping asa conditions for shipping in Norway on a par with those in the EU. This was a positive and necessary foundation for ensuring the sustainable development of the quality shipping being operated from bases in Norway. The transitional rules from the old scheme resulted in retroactive taxation stretching back 11 years. This had a dramatic and strongly negative effect on those companies that had joined the old scheme and out of loyalty to this built up substantial value in Norway. Farstad Shipping was of the opinion, as was the rest of the industry, that this retroactive effect breached paragraph 97 of the Norwegian constitution and, together with Bergesen Worldwide Gas, initiated legal proceedings against the Norwegian government via the Ministry of Finance on this basis. The case was first heard in June in Oslo City Court. The same case had also been heard in Agder District Court by the shipping company Bergshav a few weeks before, which resulted in a finding for the government. The case was, as expected, appealed, and went directly to the Supreme Court with all three suing shipping companies represented as one. The Supreme Court considered the case in January 2010, and the judgement of the Supreme Court found in favour of the shipping companies. This was extremely welcome, and was viewed by Farstad Shipping as an important and necessary clarification in relation to all business activities in Norway, as well as confirmation of the fundamental principle that laws should not have retroactive effect. This is necessary if we are to develop and invest in a capital intensive industry in dynamic markets and at the same time be able to manage financial risk. On the whole, the levels of activity in our various geographic segments declined in 2009. This was an indirect consequence of the financial crisis and a direct consequence of the cost cutting of key customers, delayed delivery of rigs, and postponement or cancellation of planned projects. However, the supply vessels market primarily weakened due to a substantial surplus of tonnage due to the large number of new builds delivered in the market during the same period. The market was already weakened at the start of the year, but the financial balance was still acceptable. Thereafter we experienced a fleet increase of 20% over a 12 month period with the consequent dramatic weakening of the market in general. The effect was most apparent in the spot market in the North Sea where spot rates fell to record low levels. However, the effect was also clear in the market in general, including in the form of reduced rates for longer charter parties. Farstad Shipping took delivery of and put into operation five vessels during 2009. Four of these vessels are very advanced. They are designed and equipped for environmentally friendly operations. We have achieved pleasing emissions reductions of both CO2 and NOx of between 20 to 40% CO2 and 95% NOx respectively. The CO2 reductions were a direct consequence of reduced bunkers consumption. This resulted in environmental benefits on both the consumption and emissions sides. Shipping is international in nature. This is also the case in the supply vessels market in which we are active. On the other hand, special national schemes and the requirements of individual continental shelf states help to segment various regions in a manner that makes the international sharing of competence and equal competitive terms difficult. There is a danger that both the financial crisis and the surplus tonnage have strengthened the political basis for such regulations. The sharing of experience data in connection with operational safety and common standards for offshore operations would have had the opposite effect. We look forward to better cooperation and communication between the various regions’ authorities and interested parties helping to guide this development in a positive direction. The group achieved a relatively good safety result in 2009, but poorer than its goal of zero harm to people and the environment. We thus have both potential for improvement and face a general challenge to be continually aware of the risks inherent in our operations. This is an exciting and absorbing area of our activities. It requires the continuous development of our guidelines and the channelling of competent experience towards the continuous improvement of our routines. Of our almost 1,900 employees, more than 90% are employed onboard our vessels, while our onshore organisation employs around 160 people. This organisation is based in the geographic regions that are central to our activities and in this way provides a solid basis for the quality operations that are the goal of our activities. An intense focus on competence and commitment in all parts of the organisation has contributed to the results we are in a position to present after 2009. This provides a basis for the focus and competitiveness we carry with us into a demanding market in 2010. Shipping is by its nature cyclical. This also makes us conscious of the fact that the general conditions that currently prevail in the market will develop in a positive direction in the longer term. Farstad Shipping is well positioned to take advantage of the opportunities this will present. annual report - farstad shipping asa 19 O U R C O R E VA L U E S Farstad Shipping’s operations are based on five core values. These values are anchored in our history. The company is run and developed in accordance with our values. These values provide the starting point for our day-to-day prioritisations and decisions. Working according to these five core values is what makes us good. How results are produced is just as important as the results themselves. 20 annual report - farstad shipping asa SAFETY MINDED Our attitudes, vigilance and focus on safe operations ensure the injury and damage free execution of our assignments. Knowledge, skills, good attitudes and well thought through routines ensure jobs are executed properly for our customers and the environment. Farstad Shipping is and wants to remain a long-term, dependable employer. VA L U E C R E AT I V E We create value for our owners, our partners, our local communities and society as a whole. We are ambitious and seekers of and a driving force behind constructive change. Focusing on the individual’s job satisfaction, personal development and safety through orderly conditions increases the value for employees in the company. RELIABLE We are reliable, truthful, and vigorously and loyally support decisions that have been taken. Our attitudes are characterised by integrity, we take responsibility, and do what we say we are going to do. INCLUSIVE We are initiative takers and a driving force with respect to the development of the industry, which we achieve by working together with customers, suppliers and educational institutions. We create a sense of belonging and strength by benefiting from and developing the individual employee, sharing knowledge and experience, and taking individual needs into account. V I S I B L E A N D T R A N S PA R E N T We are consistent in all areas towards costumers, suppliers, employees and management. Systematically embedding our core values results in a uniform management style and a learning and developing organisation. We stand behind our decisions and strive to be clear, consistent and recognisable. We care about and want to be a positive supporter of our local communities. We communicate and live by our core values in our day-to-day work. annual report - farstad shipping asa 21 OUR FOCUS We shall focus on health, safety, the environment and quality. This applies to all employees and is vital to maintain the safety of our employees and improve our competitiveness. Our environment makes strict demands regarding safety and precision both onshore and offshore. We invest a large amount of resources every year in stimulating and developing the employee’s attitudes and focus on these areas. We have a clear goal of zero harm to people and the environment. We shall be a leading supplier of quality offshore tonnage to the international oil and gas industry with a focus on the larger, most advanced tonnage within the segments of anchor handling, supply and subsea. We shall maintain a long-term chartering profile. 22 annual report - farstad shipping asa annual report - farstad shipping asa 23 T H E G R O U P ’ S C O R P O R AT E M A N A G E M E N T The Group’s corporate management consists of the CEO and CFO at the headoffice in Aalesund, and the Excecutive Vice President, Eastern Hemisphere, who is situated in Melbourne, Australia. Karl-Johan Bakken (b. 1958) entered the position as CEO January 1st 2006. He was earlier Director for Market and Operations, a position he entered in July 1999. Mr. Bakken joined Farstad with 15 years international experience from the ship design and ship building industry. Latest as Vice President of Ulstein Ship Technology and Director of Ulstein Trading Ltd. AS. Bakken holds a M.Sc. in Naval Architecture from the Norwegian University of Technology in Trondheim (1984). Karl-Johan Bakken Chief Executive Officer 24 annual report - farstad shipping asa Torstein L. Stavseng (B. 1953) has held the position and been part of the Management team since 1991. He came to Farstad in 1988. Mr. Stavseng has a Masters degree from Norwegian School of Economics and Business Administration (NHH) in Bergen. Before he joined Farstad he had 6 years experience within the banking industry. Joseph M. Homsey (b. 1949) is also Managing Director of the Group’s entities in Australia and Singapore. He joined Farstad Shipping in June 2003 upon the Group’s purchase of P&O’s 50% share in IOS and P&O ship management organisation in Melbourne. Mr. Homsey worked for P&O Maritime Services for 22 years and was the Director responsible for that company’s offshore and marine science fleet activities. Prior to that he had 10 years with Industry Associations in Australia relating to Shipping and Mining respectively. He holds a B. ECO. from Monash University, Melbourne. Torstein L. Stavseng Joseph M. Homsey Chief Financial Officer Executive Vice President, Eastern Hemisphere annual report - farstad shipping asa 25 T H E B O A R D O F FA R S TA D S H I P P I N G Sverre A. Farstad (b. 1952) Chairman Board member / Deputy Chairman / Chairman since 1988 Business degree - Heriot Watt University, Edinburgh, Scotland. Chairman of the Board of Tyrholm & Farstad AS. Various board appointments and other positions in banking, insurance and the Norwegian Shipowners Association. Per Norvald Sperre (b. 1946) Deputy Chairman Board member/Deputy Chairman since 1990. Admitted to the Supreme Court. Law degree from Oslo, 1972. Experience from banking, etc. Established own law firm in 1977. Partner in the law firm Schjødt DA since Nov. 2000. Holds a number of board appointments in industry and shipping. 26 annual report - farstad shipping asa Gro Bakstad (b. 1966) Board member - since 2005 Business degree, NHH, Bergen and state authorized accountant. Varied background from accounting, consulting, finance and offshore industry. Chief Financial Officer at Posten Norge AS. Bjørn Havnes (b. 1947) Board member - since 1988 Engineering degree, University of Newcastle upon Tyne, President of Skips AS Tudor, Oslo. Varied shipping experience since 1973, primarily within offshore. Previously responsible for marketing in Wilhelmsen Offshore Services and Wilh. Wilhelmsen rig division. Holds various board appointments in industry and offshore companies. Janne-Grethe Strand Bjarne Sælensminde Aasnæs (b. 1963) Board member - since 2005 MBA – University of San Francisco, and authorised financial analyst. Varied background as a financial analyst and portfolio manager in the investment management business. Managing director of Strand Havfiske AS since 2000. (b. 1947) Board member - since 1989 Business degree, NHH, Bergen. Vice President Gard AS. Varied finance and shipping background. Previously Director of A/S Investa’s shipping and offshore section. Astrid Koppernæs (b. 1957) Board member - since 2007 Engineering degree from NTH, MSc from Stanford University. Varied background as a petroleum engineer and manager within the oil industry in Norway and the UK since 1984. Managing Director in Mythri Limited, Aberdeen. annual report - farstad shipping asa 27 28 annual report - farstad shipping asa Our Business and Corporate Governance annual report - farstad shipping asa 29 OUR BUSINESS Our business activities SUBSEA Farstad Shipping ASA owns and oper- 44.2% 7.1% vessel segment. The vessels can be di- 60.0% 34.3% 5.7% 2007 60.7% 32.8% 6.5% 2008 70.1% 28.3% 4.6% Specially designed vessels for anchor 2009 64.4% 28.9% 6.7% barges and production modules/vessels. FREIGHT INCOME IN % AHTS PSV 2005 48.7% 2006 ates 57 vessels in the offshore service vided into three categories: AHTS Anchor Handling, Tug, Supply vessels handling and towing offshore platforms, May have additional equipment for fire fighting, oil recovery and rescue duties. They also perform ordinary supply services. PSV Platform Supply Vessels: Specially designed vessels for transporting supplies and equipment to and from offshore installations. The vessels trans- AHTS port general cargo, primarily in containers as deck cargo, and a large variety of other products (wet and dry) in separate tanks. They also transport pipes in connection with laying pipelines. SUBSEA Construction and maintenance vessels: PSV Vessels specially designed for operations at great depths and installation and maintenance on the seabed. Strategy and focus areas Within these three segments Farstad Shippings shall work on a long term basis and be a significant supplier. The company has a long-term chartering strategy. We have concentrated our activities SUBSEA within the AHTS > 10,000 BHP and PSV > 2,000 DWT segment. There are 976 vessels within these segment, equivalent 30 annual report - farstad shipping asa 6 AHTS 12 PSV 1 PSV 9 AHTS 4 PSV 1 PSV 2 AHTS 15 AHTS 7 PSV to about 40% of the total number of Norwegian design, Norwegian equipment The Fleet supply vessels in the world. This is the and Norwegian shipyards. As per 15 March 2010, the company’s segment in which the greatest growth fleet consists of 57 vessels plus one new has taken place in the last few years, Today, the company is one of the largest build scheduled for delivery at the end of largely due to the substantial growth in in this segment with a market share of March 2010. The 57 vessels include: 24 oil and gas activities in deeper waters approximately 6%. PSV, 30 AHTS and 3 SUBSEA. The new and in harsh weather regions. build is an AHTS vessel. The company has, in line with market Farstad Shipping’s focus on the deep wa- developments in the last few years, fo- 18 vessels are currently in the North ter and subsea segment has intensified cused on the international markets em- Sea, 25 vessels are in the Indian Pacific, in recent years and the new build pro- ploying the technology and products 13 vessels are in Brazil, and 1 vessel is gramme must be seen in this context. Farstad has experience of in the compa- in West Africa. The Farstad fleet’s con- The company has been through a com- ny’s traditional domestic market in the tract coverage is approximately 78% for prehensive new build programme with the North Sea. This is why 39 of the compa- the first half of 2010 and approximate- delivery of 13 new builds corresponding ny’s 57 vessels are currently working in ly 67% for the second half of the year. to an investment of NOK 6.6 billion. markets outside the North Sea. Contract coverage for 2011 is approxi- The company has always contributed to The sale of older vessels is and has been charterers’ options to extend individual the development of the maritime cluster important with respect to maintaining a contracts. in the region and has focused heavily on modern and competitive fleet. mately 53%. These figures do include annual report - farstad shipping asa 31 OUR BUSINESS Our markets The group’s activities are geographically distributed over the following markets: North Sea, Brazil, Indian Pacific and West Africa. Farstad Shipping has a long-term chartering strategy. The company’s customers are oil companies or oil services companies that in turn have contracts with oil companies. The lengths of contracts and category of charterer vary with respect to both the type of market and geographical location. The North Sea is the only reguar spot market for supply vessels. The company has mostly signed longterm contracts for PSV vessels in the North Sea, while the AHTS vessels are on the sport market. Petrobras, the state-owned oil company, is the largest market player in Brazil. Farstad has the most AHTS vessels on long-term contracts with Petrobras. Farstad also has the most AHTS vessels on contract in the Indian Pacific. This is due to the oil types of activity being carried out by the companies’ (mostly exploration activities) in the region and the infrastructure in the area. Farstad Shipping’s income had the following geographic distribution in 2009: North Sea 24.9%, Brazil 24.1%, Australia 47.5% and other sectors 3.4%. F R E I G H T I N C O M E (sorted by sector) Northwest Europe = 24.9% Brazil = 24.1% Indian Pacific = 47.5% Other = 3.4% AHTS 64.4% PSV 28.9% F R E I G H T I N C O M E (sorted by segment) SUBSEA 32 annual report - farstad shipping asa 6.4% Value driven company Farstad Shipping is a value driven company. All of our activities are based on an awareness of the importance of safety. The company has implemented laws, regulations and internal guidelines in order to protect people, the environment and equipment. The company is ISO 9000/2000 and ISO 14001/2004 certified. Operations are ISM certified and a Document of Compliance can be found in every office. All the vessels in the fleet are ISM and ISPS certified. Farstad Shipping has always been and will remain a company with a high level of credibility by ensuring that we fulfil our promises and agreements. The company has played an important role in the establishment and development of the maritime cluster in north western Norway ever since the first half of the 1970s when Farstad Shipping started its activities in offshore service vessels. This is the most complete maritime cluster in the world. Farstad Shipping has been a significant contributor to the development of the industry by deliberately focusing on partnership, sharing ideas and openness. This is particularly true with respect to the implementation of equipment intended to enhance the safety of those who work onboard the vessels and measures for reducing the pollution of the external environment. An inclusive attitude and involving the company’s employees in projects and the development of services have helped to create huge value for both the company and the industry. The company has deliberately maintained an open dialogue with it’s customers. The development of new types of vessel in close cooperation with the company’s customers has helped to strengthen the company’s market position. This has also helped the company’s owners achieve their goal of a competitive return on their invested capital. The company strives to be an attractive place to work and cares about and wants to be a positive contributor to its local communities. The company believes it is very important that owners and other players in the financial market are treated equally and wishes to set an example for others to follow. The company has won the Stockman* Award twice. * The award is presented by the Norwegian Society of Financial Analysts for the best financial reporting in the small and medium-sized listed companies category. annual report - farstad shipping asa 33 C O M PA N Y S T R U CT U R E The Farstad Shipping Group owns vessel owning companies in Norway, Scotland, Singapore and Brazil (joint venture). With the exception of Norway these companies also perform operational functions. The operation of vessels in Norway is organised through the parent company Farstad Shipping ASA. Operations in the Indian Pacific are coordinated through our operating company in Melbourne. Farstad Shipping ASA The group’s head office is located in Ålesund. At year end, the company employed 67 people associated with the operation of 18 vessels. In addition, they perform group related functions. 423 sailors were employed by the office in Ålesund. The office administers 9 vessels in the North Sea and 9 vessels in Brazil. The office is also supervising the construction of 2 AHTS being built at a Norwegian shipyard. The vessels operating in Brazil are operated jointly with BOS. Farstad Shipping Ltd. This company’s office is in Aberdeen. The office was established in 1989 and has 16 employees. They have technical, crewing and commercial responsibility for the operation of 10 vessels, of which 1 in Angola and 1 in Brazil. A total of 261 sailors, mainly British and Portuguese, work on these vessels. The company, which is subject to the British tonnage tax scheme, owns 8 vessels. Farstad Shipping (Indian Pacific) Pty. Ltd. The company is headquartered in Melbourne, with field offices in Perth and Barry Beach Marine Terminal, and coordinates the management of 25 vessels in the regions around Australia. The office employs a staff of 42. They have technical, crewing and commercial responsibility for the operation of Farstad vessels operating in the region. 608 sailors are employed on these vessels. 34 annual report - farstad shipping asa Farstad Shipping Pte. Ltd. Farstad Shipping Pte. Ltd. is headquartered in Singapore. The company was established as a vessel owning company in 2005 and today owns 7 vessels. The operation of the vessels is coordinated with the other offices, depending on where the vessels are working. Currently, 3 vessels are stationed in Australia, 2 vessels in India, and 1 vessel in the Philippines. The company has 7 office staff and 141 sailors. Farstad Construction AS This company was established as a shipowning company for a SUBSEA vessel under construction. The contract for the newbuilding ”Far Samson tbn” was transferred from Farstad Shipping in 2008. The vessel, that was delivered in March 2009 is chartered to Farstad Offshore AS on a long-term bareboat agreement. The company has no employees. Farstad Offshore AS This company was established for the Farstad Shipping Crewing Pte. Ltd. This company was established in Singapore in 2009 for the purpose to employ and manage sailors of the Farstad Group and to perform ship husbandry services to Farstad Group vessels in the region. The company employs and manages a total of 299 sailors, mainly British and Asian. Farstad Supply AS This company is the Farstad Group’s largest vessel owning company. The company was established in 1997 as part of the group’s adaptation to the rules of the Norwegian taxation scheme for shipping companies from 1996. At the start of 2010, Farstad Supply owned 27 vessels. The company have no employees. The company and the company’s vessels are operated pursuant to management agreements with other companies in the Farstad Group. P/R International Offshore Services ANS (IOS) This company was established in 1997 as a joint venture with P&O Australia. Farstad Supply bought P&O out in 2003 and today the company is a subsidiary of Farstad Supply AS. The company is subject to the rules of the Norwegian shipping taxation scheme and owns eight vessels. The company has no employees. The operation of the company and the company’s vessels is performed by other companies in the Farstad Group via management agreements. 49% Quimbriz Farstad Shipping Lda. (Luanda) 51% Quimbriz, Angola 50% BOS Navegação SA (Macaé - Rio) 50% Petroserv, Brazil purpose to charter and operate the SUBSEA vessel “Far Samson tbn” from Farstad Construction AS. Far Samson is working on a long term contract with Saipem. The company has no employees. The company and the vessel are operated pursuant to management agreements with Farstad Shipping ASA. BOS Navegação SA BOS (Brazil Offshore Services) was established in June 1999 to crew, operate and market the Farstad Group’s supply vessels in Brazil. BOS is a joint venture (50/50) with Petroserv S/A. Petroserv is a Brazilian offshore company with long traditions in the Brazilian oil industry. BOS also holds a Brazilian Shipping Licence and is therefore authorised to contract foreign flagged vessels for operations in Brazilian waters. The company owns 3 AHTS and is also responsible for 10 Farstad Shipping vessels chartered by Petrobras and British Gas. The company has offices both in Rio and Macaé and employs 30 people onshore. 266 sailors are employed on Farstad/ BOS vessels. Quimbriz Farstad Shipping Lda. The company markets and operates offshore service vessels and associated services in Angola. Farstad Shipping has one vessel on contract with BP Angola in Angola. Farstad Shipping own 49% of the company Farstad Shipping ASA (Aalesund) 100% Farstad Shipping (Indian Pacific) Pty. Ltd. (Melbourne) 100% Farstad Shipping Pte. Ltd. (Singapore) 100% Farstad Shipping Ltd. (Aberdeen) 100% Farstad Offshore AS (Aalesund) 100% 100% Farstad Construction AS (Aalesund) Farstad Supply AS (Aalesund) 100% Farstad Shipping Crewing Services Pte. Ltd. (Singapore) 100% P/R International Offshore Services Ans (Aalesund) annual report - farstad shipping asa 35 C O R P O R AT E G O V E R N A N C E Farstad Shipping’s corporate governance are commented on. References are made equally. We shall project a positive profile principles are intended to lay the ground- to other places in the Annual Report with in both the local community and in other work for long-term value creation for the respect to some topics. Further, more relevant contexts. In 2006, we started an benefit of shareholders, employees and detailed information directly related to attitudes campaign in order to promote society as a whole. corporate governance in Farstad Shipping the company’s values among our employ- can be found on the company’s website: ees. These values will ensure that the www.farstad.com. confidence in the group’s activities is re- 1. Corporate governance report Compliance: inforced and grows. The job of describing The Board of Farstad Shipping will at all Core values: the company’s ethical guidelines in ac- times ensure that the company practices The company’s objective is to create value cordance with our values has been start- good corporate governance and that for its owners through profitable opera- ed. Farstad Shipping complies with the inten- tions and business development. Exercis- tions of the Norwegian Code of Practice ing good corporate governance is 2. Activities for Corporate Governance dated 4 De- strongly emphasised in this work. This can The objects clause of the company’s ar- cember 2007, last revised on 21 October only be achieved by generating the right ticles of association states that: 2009. Corporate governance is reviewed attitudes and a sense of responsibility “The company’s objectives are the pur- and discussed by the Board every year. among the employees with respect to chase, sale and operation of vessels, The review of Farstad Shipping’s corpo- maintaining heath, safety, the environ- other shipping activities and investments rate governance principles below follows ment and quality in their day-to-day work. activities, including participation in other the template of the recommendations The company wants good, open and uni- companies with similar objectives and from 2009. The report covers every point form communications, which will also providing guarantees for such, and any- and deviations from the recommendations ensure that all shareholders are treated thing else connected with this.” Within 36 annual report - farstad shipping asa this framework the business concept is to time. The basis for the shareholder’s re- Capital increases: be a long-term, major supplier of large, turn is the growth in value created in the The same general meeting also authorised modern offshore service vessels to the company. This partly depends on the the Board to undertake increases in capi- international oil industry. company’s earnings and partly on the tal of up to 3.9 million shares. In addition development in value of the company’s to increasing capital in the form of cash 3. Share capital and dividend fleet. The goal is for this growth in value the authority also covers mergers, takeo- Equity: to be reflected in the price of the compa- vers of other companies, and investments The company’s equity is appropriate for ny’s shares. in tangible fixed assets. This authority has its goals, strategy and risk profile. Equity not been exercised. The Board will ask as per 31 December 2008 was NOK Acquisition of own shares: the general meeting to renew this author- 4.44 billion, which corresponds to 40.7% In the ordinary general meeting on 14 May ity as well for another 12-month period. of its total assets. 2008 the Board’s authority to acquire up Please also see note 24. to 3.9 million of the company’s own shares Dividend policy: (10%) at a price between NOK 75 and It is the Board’s intention to continue pay- NOK 200 was renewed. This authority 4. Equal treatment of shareholders and ing dividends. The amount of the dividend has not been exercised. The Board will ask transactions with closely associated will be assessed on a continuous basis the general meeting to renew the author- parties. with respect to the company’s earnings, ity for another 12-month period, with a Equal treatment: investment plans, market prospects and price range between NOK 50.00 and NOK The company has only one class of share. how many of its own shares it acquires. 200.00. All shareholders have the same rights. The The Board’s goal is to ensure that share- authority to increase capital, discussed holders receive a competitive return over above, means that the existing sharehold- annual report - farstad shipping asa 37 C O R P O R AT E G O V E R N A N C E ers have waived their preferential subscrip- According to Norwegian law the general about the shareholders’ right to propose tion rights in connection with increases in meeting must also appoint the auditor and resolutions concerning matters that are capital initiated pursuant to the authority. approve the auditor’s fee. The general going to be dealt with by the general meeting shall also deal with the declara- meeting. Information shall also be pro- Any acquisition by the company of its own tion about the guidelines for fixing the vided about proposed resolutions for each shares will take place via the stock ex- remuneration of senior executives in the agenda item, as well as alternative com- change. Board members and senior em- company. ments about the agenda items where no ployees shall report to the Board any direct resolution has been proposed. A proxy or indirect significant interests they have Attendance: in agreements signed with the company. The annual general meeting is normally form shall accompany the invitation. held in the first half of May. Shareholders Shareholders who wish to attend the Transactions with close associates: who have registered their addresses with general meeting must register no later In note 6 to the accounts Tyrholm & Far- the company will receive an invitation by than two days before it is held. Share- stad AS is defined as a close associate. mail no later than 21 days before it is held. holders who are unable to attend them- The Chairman of the Board of Farstad The invitation and relevant documents will selves can vote by proxy. The Chairman of Shipping, Sverre A. Farstad, is also the also be published on the company’s web- the Board shall participate in the general Chairman of the Board of Tyrholm & Far- site at least 21 days before the general meeting, as shall the company’s auditor. stad AS. Transactions between Tyrholm meeting is held. The general meeting shall choose who will & Farstad and the company take place on market terms. chair the meeting itself. The relevant documents that accompany the invitation shall be comprehensive The minutes of the general meeting are 5. Free tradeability enough for shareholders to reach a deci- published on the company’s website. All of Farstad Shipping’s shares have sion concerning all of the agenda items equal rights and are freely tradeable. that are going to be dealt with. 6. General meeting The invitation shall contain information ers it has not been deemed appropriate The general meeting in Farstad Shipping: about the procedures the shareholders for the company to have an election com- The general meeting is the company’s must follow in order to be able to partici- mittee. highest authority and elects the compa- pate and vote in the general meeting. This ny’s Board, approves the annual accounts, also applies to the use of proxies. The in- and the dividend proposed by the Board. vitation shall also contain information 7. Election committee Given the current structure of sharehold- 38 annual report - farstad shipping asa 8. Corporate assembly and the Board, Time is set aside during each board ensure that those who are elected fulfil composition and independence meeting for the Board to evaluate its the requirements. The audit committee The composition of the Board: work and its competence. The internal shall consist of 3 board members. The company’s Board currently has seven allocation of responsibilities and tasks members, three women and four men. is regularly discussed and monitored 10. Risk management and internal con- Board members are elected for a period in the light of current legislation and trol of two years at a time. A brief résumé of employment contracts. Board responsibilities and purpose: each board member, including how long The Board deals with matters of strategic they have served on the Board of Farstad Financial reporting: and/ or major financial importance to the Shipping ASA, is provided on page 18. The Board is regularly briefed on the company. One board meeting every year company’s financial situation, the vessel is set aside for strategy work only. During Board’s independence: charter/market situation, and any chang- this the Board reviews the company’s The section “Board Remuneration” states es in the competition situation. The Board market expectations and financial fore- which of the board members are consid- complies with the Oslo Stock Exchange’s casts from a five year perspective. ered independent. The Board’s tasks are interim reporting deadlines. regulated by Norwegian law and include The company’s internal control systems: the overall administration and manage- Board committees: All of Farstad Shipping’s managers are ment of the company. Members of the The Board has not deemed it appropriate responsible for risk management and in- group management team are not mem- to establish board committees. In practice ternal control within their area of respon- bers of the Board, although the group the Chairman of the Board and the Depu- sibility. The Board ensures that the com- management team does attend Board ty Chair together have acted as the pre- pany has good internal controls and meetings. paratory corporate body for the facilita- appropriate systems for risk management tion of matters to which the company’s within all areas of the company’s activi- Board members’ share holdings in Fars- senior management team are parties ties. At each board meeting the Board tad Shipping: (employment contracts, pension agree- receives a briefing about developments The Board’s members own the shares in ments, etc). These two have thus in prac- within health, safety and the environment the company stated in note 24. tice functioned as a board committee. (HSE) in which the company’s core values Corporate assembly: Audit committee: Pursuant to the Regulations of 18 Decem- Pursuant to the new provisions of the Internal auditors regularly carry out as- ber 1998, shipping companies are exempt Norwegian Public Limited Liability Com- sessments of the vessels’ and the indi- from the obligation to have a corporate panies Act, all issuers of tradeable securi- vidual units’ management and control assembly. ties on the Oslo Stock Exchange must systems and whether the control systems establish an audit committee. The duty to are appropriate. In addition, Det norske 9. The Board’s work elect the audit committee and the rules Veritas performs ISO audits of the com- The Board’s duties: concerning the audit committee’s duties pany’s systems and of the internal audits The Board’s statutory duties include the and composition apply from the next or- of these systems. The company is ISO overall administration and management dinary general meeting in May 2010. 14001 and ISO 9001 certified. of the company. The Board adopts a con- According to the provisions the committee crete meeting schedule for the following is intended to be a preparatory and advi- Financial risk: year in December each year. The Board sory working committee for the board. The Each year the Board deals with the com- normally holds five meetings a year. The committee’s members must be elected by pany’s budgets in a special board meeting Board holds an annual strategy meeting and from among the board’s members and in December in which a detailed presenta- that lasts for 3-5 days every year focusing shall together have the competence that tion is also given of the subsidiaries’ finan- on strategic options. The Board has ap- is necessary, based on the company’s cial position and exposure. The company’s pointed a deputy chair who can function organisation and activities, to address its management reports on the company’s as the chairman when the chairman can- tasks. At least one of the members must market situation at every board meeting. not or should not chair the Board’s work. be independent of the activities and have The group’s financial position is presented qualifications within accounting or audit- every quarter. The key figures associated ing. It is the general meeting’s duty to with the company’s profitability and finan- and ethics are also focused on. annual report - farstad shipping asa 39 C O R P O R AT E G O V E R N A N C E cial soundness form the core of such Paragraph 6-16a of the Public Limited having an incentive scheme for those who presentations. The Board is responsible Companies Act instructs the Board to form the company’s senior management for the accounts and presents proposals annually present a declaration concerning team. Therefore, a bonus scheme has regarding the allocation of the result to guidelines for the remuneration of senior been in place since 1993 that is partly the general meeting. The company em- employees to the general meeting. The linked to the company’s earnings in the phasises the production of accounts and aforementioned legal provision came into individual year and partly linked to an financial reporting in which owners, inves- force on 1 January 2007. In line with this overall judgement of the senior manage- tors and banks in particular can have the Board has drawn up such a declara- ment team’s performance during the rel- confidence. An account of the company’s tion, which was presented to the general evant year.” accounting principles is provided on meeting on 10 May 2007. Part of the pages 91 to 94 of this annual report. declaration states: Board’s annual review: “As a major international player in its sec- management team’s pension schemes, In addition to the continuous reporting, tor the Board is obliged to compete in a post-employment pay arrangements and the Board reviews the internal control market which is international at the senior other remuneration please see note 19 on system every year and assesses the most management level when setting the remu- page 102. important risk factors the company faces. neration of managers in the company. The . The Board assesses the appropriateness company’s management pay level is in- 13. Investor relations of the internal control systems and en- tended to correspond to what is esti- Messages and reports: sures compliance with these. The Board mated to be a market level where the Farstad Shipping places great emphasis also assesses measures associated with relevant function is exercised. The com- on ensuring that shareholders and the rest the risk factors. pany’s managerial pay policy also means of the share market receive rapid, relevant that pay – in the sense of compensation and as objective as possible information 11. Board remuneration for work performance – is primarily fixed about the company. Simultaneous notifi- The Board’s remuneration is set by the in money and not in the form of natural cation is an important principle in our in- general meeting and is not linked to the benefits, share options and the like. Cus- formation work. Our goal is for sharehold- result. The remuneration reflects the tomary additional benefits such as a ers to have a good understanding of the Board’s responsibilities, competence, time company car/compensation for the use of company’s activities so that they are in spent and the complexity of the company. one’s own car and the like are accepted. the best possible position to evaluate the The Board’s remuneration is stated in note The Board recognises the importance of share price and the company’s underlying The Board sets the group management team’s terms. For information about the 19 on page 102. No options have been awarded to the Board’s members. The Deputy Chair of the Board and the law firm of which he is a partner – Advokatfirmaet Schjødt DA – has performed tasks for the company in connection with the drawing up of agreements between the company and the management. These jobs were paid for according to the normal hourly rates for this type of work. Other board members do not perform tasks for the group other than their board duties. 12. Remuneration of senior employees The Group’s corporate management is presented on page 24-25. 40 annual report - farstad shipping asa value. The information is primarily dis- meeting. However, this issue is regularly Auditor’s role in relation to the company’s seminated through the company’s interim discussed by the Board. The Board has Board: reports and annual report. Farstad Ship- delegated the detailed work associated The auditor is always present when the ping normally publishes preliminary an- with this to the company’s general senior Board deals with the annual report and nual financial statements in the second management team. accounts in order to provide an account half of February. Complete financial state- of the company’s internal controls and ments and an annual report are sent to 14. Company takeover accounts/reporting systems and other shareholders during the month of April. Given the current shareholder structure relevant factors. The Board can meet The financial calendar is published for a the likelihood of a takeover bid being made auditors without the group management year at a time and is provided on page 2. for the company is regarded as small. The team being present if this is desirable. The It is also available on the company’s web- Board has therefore not drawn up any Board has not deemed it necessary to site. All stock exchange messages are primary principles for how one would act draw up written guidelines for the group also distributed by Hugin. All reports, in the event of a takeover bid being management team’s access to use the press releases and presentations are made. auditor for services other than auditing. Equal treatment and openness: In connection with the 2009 annual report The company’s articles of association and accounts the Board has received writ- Other market information: contain no restrictions with respect to ten confirmation from the auditor that he Being accessible to analysts is one of the share purchases. Tyrholm & Farstad and satisfies the stipulated independence company’s priorities. Farstad Shipping the Farstad family owned approximately criteria. The auditor has also provided a arranges public presentations for inves- 45% of the shares as per 31 December written summary of the services other tors in connection with the presentation 2009, but have no special rights as share- than auditing that have been delivered to of the interim reports for the 2nd and 4th holders. The Board aims to treat all share- the company during the year. quarters. The results are presented, and holders equally. available on the company’s website: www. farstad.com. market performance and the company’s Auditor’s fees: outlook commented on. These presenta- 15. Auditor The auditor’s fees are stated in note 19 tions are not currently webcast. Written Audit firm Ernst & Young are responsible on page 102. guidelines for the company’s contact with for the financial auditing of the parent shareholders have not been drawn up company, all the subsidiaries and the other than with respect to the general consolidated accounts. annual report - farstad shipping asa 41 42 annual report - farstad shipping asa Annual Report and accounts for 2009 annual report - farstad shipping asa 43 M A I N F I G U R E S O N A Q U A R T E R LY B A S I S F O R 2 0 0 8 A N D 2 0 0 9 All figures are exclusive profit on sales NOK mill. 1st quarter 2008 Freight income 625.2 EBITDA 325.0 EBIT 236.1 Cash Flow before tax 274.0 Freight income 662.7 EBITDA 346.1 EBIT 255.9 Cash Flow before tax 320.0 Freight income 775.7 EBITDA 456.4 EBIT 366.3 Cash Flow before tax 402.3 Freight income 895.0 EBITDA 540.6 EBIT 444.3 Cash Flow before tax 533.2 Freight income 746.1 EBITDA 394.2 EBIT 292.6 Cash Flow before tax 322.5 Freight income 834.9 EBITDA 451.7 EBIT 341.3 Cash Flow before tax 421.2 Freight income 871.9 EBITDA 473.6 EBIT 352.6 Cash Flow before tax 422.0 Freight income 804.7 EBITDA 416.7 EBIT 294.7 Cash Flow before tax 363.4 2nd quarter 2008 3rd quarter 2008 4th quarter 2008 1st quarter 2009 2nd quarter 2009 3rd quarter 2009 4th quarter 2009 44 annual report - farstad shipping asa R E S U LT, F I N A N C I N G A N D R I S K Going concern Operating costs amounted to NOK 2.5% is in AUD. Interest-bearing current The annual financial statements have 1,5421.4 million (NOK 1,290.5 million), assets amounted as per 31 December been prepared on the basis of a going and ordinary depreciation amounted to 2009 to NOK 1,698.0 million (NOK concern assumption since, in the opinion NOK 454.9 million (NOK 365.4 million). 1,808.1 million). The group’s equity as of the Board, no circumstances exist that The operating profit (EBIT) amounted to per 31 December 2009 amounted to suggest otherwise should be the case. NOK 1,281.3 million (NOK 1,363.7 mil- NOK 6,251.9 million (NOK 4,440.0 mil- lion including gains from sales). Net fi- lion) corresponding to NOK 160.31 (NOK IFRS accounting standards nancial items were positive in the amount 113.85) per share. The book equity ratio The consolidated financial statements of NOK 142.4 million (negative NOK was 48.0% (40.7%). and the financial statements of the par- 454.4 million) after an unrealised cur- ent company Farstad Shipping ASA have rency gain of NOK 349.5 million was Value adjusted equity (VAE) been prepared in accordance with recognised as income (loss NOK 315.8 Farstad Shipping obtains value estimates International Financial Reporting million). Currency gains of NOK 18.8 for the fleet twice a year: at the end of Standards (IFRS). million were realised (NOK 83.1 million). the year and at the end of the first six The result after tax amounted to a months of the year. Calculations of the Result and dividend profit of NOK 1,931.5 million (NOK vessels’ market values were made on the The Board is very satisfied with a pre-tax 1,225.6 million) after the recognition of basis of value estimates obtained from profit of NOK 1,423.7 million based on NOK 507.8 million in tax as income, NOK three independent Norwegian shipbro- operating revenues in excess of NOK 3.2 635.6 million of which came from a re- kers at year-end 2009. The estimated billion. Despite the poorer market condi- versal of tax linked to the transition to values of individual vessels (averages) tions, signed charter parties and good the new tax regime in 2007. The group’s are stated in the overview of the fleet on vessel operations helped ensure the cash flow* for the period was NOK pages 121 and 123. The brokers’ esti- company was able to post a good result 1,529.1 million (NOK 1,590.5 million). mates assume the vessels are without for 2009 as well. Operating costs in- charter contracts and available for im- creased by 18% in 2009. This was due Parent company’s result mediate sale on the market. The brokers to a combination of the fleet growing by The parent company’s profit and loss state their value estimates in NOK. The five vessels and actual price increases. account shows a profit of NOK 1,255.0 average value estimates at year-end A high level of demand for maritime la- million, which the Board proposes be 2009 indicated the value of the Farstad bour in 2009 as well contributed to large transferred to other equity. Pursuant to fleet was NOK 13.64 billion. The value increases in costs in all markets. The the rules of the Limited Liability of the fleet fell by 15.4% in 2009 (fall level of activity and orders on hand at Companies Act, NOK 1,950.2 million of of 2.5% in 2008). Since the end of the yards and equipment suppliers also re- the company’s equity were distributable first half of 2009 the value of Farstad’s sulted in noticeable price increases for reserves as per 31 December 2009. The fleet has fallen by 7.1%. The market equipment, servicing and spare parts. Board will propose to the general meet- outlook indicates that values may fall Fluctuations in exchange rates through- ing on 19 May 2009 that a dividend of further, especially with respect to the out the year resulted in a large correction NOK 117.0 million be paid for the 2009 older part of the fleet. to the exchange rates as per year-end financial year. This corresponds to a 2008. This resulted in large unrealised dividend of NOK 3.00 per share. currency gains in the financial state- Based on the value estimates as per 31 December 2009, VAE per share was ments for 2009 linked to the portfolio of Financing and capital structure calculated at NOK 249.45 (NOK loans in foreign currency and hedging As per 31 December 2009, interest- 248.06). This results in a VAE ratio of transactions. bearing liabilities on the balance sheet 59.0% (59.9%). During 2009, VAE in- totalled NOK 6,238.3 million (NOK creased by approximately 0.6%) ap- The result as per 31 December 2009 5,230.4 million as per 31 December proximately 14% in 2008). At the end Operating revenues as per 31 December 2008). The company’s interest-bearing of 2009, VAE was calculated at NOK 2009 amounted to NOK 3,257.6 million liabilities are distributed as follows: 9.72 billion (NOK 9.67 billion at the end (NOK 3,019.7 million in 2008), including 63.4% is in NOK, 21.4% is in USD, of 2008). The brokers have given their gains from sales of NOK 61.1 million. 8.5% is in GBP, 4.2% is in EUR and estimates in the form of high/low evalu- * Pre-tax result + depreciation -/+ unrealised currency gains/losses vis-à-vis the company’s long-term foreign currency obligations. annual report - farstad shipping asa 45 R E S U LT, F I N A N C I N G A N D R I S K Currency risk 31.12.09 31.12.08 31.12.07 VAE Total Per Total Per Totalt Per share share share (mill. NOK) (NOK) (mill. NOK) (NOK) (mill. NOK) (NOK) The company is significantly exposed to currency risk since more than 90% of its income is earned in foreign currency. As well as having debt in the same currency Market value vessels 13 642.5 349.81 13 056.3 334.78 11 803.2 302.64 Bok value vessels 10 165.9 260.67 7 822.1 200.57 6 728.8 172.53 as its income, Farstad routinely signs forward exchange contracts and options Excess value vessels 3 476.6 89.14 5 234.2 134.21 5 074.4 130.11 Book value equityl 6 251.9 160.31 4 440.0 113.85 3 430.1 87.95 VAE 9 728.5 249.45 9 674.2 248.06 8 504.5 218.06 Book equity ratio 48.0 % 40.7 % 36.7 % Value adjusted equity ratio 59.0 % 59.9 % 59.0 % to reduce currency risk and hedge cash flows in foreign currency. Credit risk ations. If one takes the average of the between the vessels’ market value and brokers’ ‘high’ values, one arrives at a gross mortgage debt was NOK 7.68 market value for the fleet of NOK 14.06 billion. The latter figure represents sig- billion (equivalent to a VAE of NOK nificant potential for further borrowing. The company is exposed to potential losses related to accounts receivable. Our customers are primarily oil companies and credit risk is there regarded as low. Provisions for losses on accounts 260.20 per share), while the average of receivable as per 31 December 2009 the ‘low’ values results in a fleet market Interest risk value of NOK 13.22 billion (equivalent to In the short-term the company is not a VAE of NOK 238.70 per share). A fall exposed to changes in variable interest of 10% in values results in a fall in VAE rates since only 16% of the long-term of NOK 35.00 per share (equivalent to interest bearing debt was subject to approximately 14%). variable interest rates as per 31 were very limited and large part of the previous year’s provisions were recognised as income in 2009 since they were paid. Liquidity risk December 2009. The remaining part of It is important to stress that these cal- the debt is subject to fixed interest rates culations do not take into account extra through fixed rate loans and interest value in the company other than that swap agreements. The group’s strategy is to have sufficient cash and cash equivalents to secure ongoing operations, future growth and dividend payments. The new build pro- which derives from the difference be- gramme is coming to an end and the tween the vessels’ market values and the vessels’ posted values in the accounts. The estimates are provided on the assumption that the vessels can be sold individually and that sales have no tax related consequences. No adjustments are made for any variations in value relating to signed charter contracts. Nor have adjustments for any extra value associated with vessels under construction been made. Thus no account has been taken of variation in value associated RESULT PER SHARE (after Tax) * 50 NOK CASH FLOW PER SHARE (before Tax ) 50 40 NOK 40 30 30 with the sale of the entire fleet, or sale of the company as a going concern. 20 Financial risk 10 20 The figure at the top of the page provides an overview of the vessels’ market value, book value and gross mortgage debt. As per 31 December 2009, the difference between market value and book value was NOK 3.48 billion, and the difference 10 0 -10 2005 2006 2007 2008 2009 excl. profit on sales 0 2005 2006 2007 2008 2009 incl. profit on sales * Inclusive tax liability regarding new Norwegian taxation scheme for shipping companies in 2007 46 annual report - farstad shipping asa company had two vessels under con- Norwegian constitution’s prohibition the judgement causes us to believe that struction as per 31 December 2009. against laws with retroactive effect. we can now expect predictable general Both vessels were scheduled for delivery Oslo City Court considered our case in conditions for shipping in Norway. in the 1st quarter 2010, and long-term the beginning of June 2009. The City financing of approximately 70% and Court agreed with Farstad Shipping (and The financial consequence of the judge- approximately 75% has been agreed BW Gas) that the transitional rules be- ment is that the company’s equity is with Fortis Bank and DnB NOR/GIEK tween the old and new and new taxation strengthened by NOK 635.6 million, respectively. In addition to this the drop- scheme for shipping companies were which was the amount of the tax claimed. ping of a NOK 635.6 million claim for tax unconstitutional. This corresponds to NOK 16.30 per due to the Supreme Court’s judgement share. From an accounting perspective (see below) will strengthen the company’s This judgement was appealed. It was this takes place by recognising the current and future liquidity situation. decided that the case would proceed amount as income in the financial state- directly to the Supreme Court. The case ments for 2009. Farstad Shipping had Market risk was heard by the Supreme Court in already paid NOK 127.2 million. This will A description of the markets Farstad plenum in the second week of 2010. The be the positive liquidity effect of the Shipping works in is provided on pages Supreme Court handed down its judge- decision. The judgement stipulated that 61 to 81. The market risks differ in the ment on Friday 12 February and found the company’s tax assessment must be various markets. The company’s strat- in favour of the shipping companies by 6 cancelled. As of today’s date no new egy is to have a long-term chartering votes to 5. This means that the Supreme guidelines have been issued as a conse- profile. This reduces market risk. Court has concluded that the transi- quence of the judgement. tional rules adopted by the Norwegian Taxation scheme for shipping compa- parliament in December 2007 breached nies paragraph 97 of the Norwegian constitu- As previously announced, Farstad tion. Shipping brought legal proceedings against the Norwegian government Farstad Shipping welcomes the judge- claiming that the transitional rules for ment. It confirms, in our view, that retro- the new taxation scheme breached the active taxation is illegal. Furthermore, DEVELOPMENT IN VALUE OF VESSELS VALUE OF VESSELS VS. MORTGAGE DEPT (NOK bill.) (NOK million) 15 600 500 12 400 9 300 6 200 3 100 0 959697989900010203040506070809 Far Scandia Far Senior Far Service Far Sword Far Star Far Sovereign 0 31.12.05 31.12.06 Mortgage dept 31.12.07 Book value 31.12.08 31.12.09 Market value annual report - farstad shipping asa 47 O P E R AT I O N S , C H A N G E S T O T H E F L E E T A N D N E W C O N T R A C T S Activities Farstad Shipping ASA owns and operates 57 vessels in the offshore service vessel segment. The company works in the platform service vessels (PSV), anchor handling vessels (AHTS) and subsea vessels segments. A more detailed description of the company’s operations can be found on pages 30-35 of this report. The company hires out vessels to oil companies and other operators of offshore installations. The most important changes to the fleet that took place and new contracts that were signed are described below. DnB NOR Bank ASA, GIEK and Handelsbanken. vessel. The vessel was chartered to Woodside in Australia on an 18 month contract (plus on option for a further 18 ”Far Serenade” (PSV, UT751CD) was months) which started in December. delivered by STX Norway Offshore AS, Brevik on 31 March. The vessel was 4th quarter: chartered to Statoil on a 5 year contract. ”Far Sagaris” (AHTS, UT731CD) was A long-term loan of NOK 280 million was delivered by STX Norway Offshore AS, taken out with Eksportfinans ASA in con- Langsten on 27 October. The vessel is nection with the delivery of the vessel. working on the spot market in the North The loan is guaranteed by Fokus Bank. Sea. A long-term loan of NOK 437 million was taken out with Eksportfinans 2nd quarter: ASA in connection with the delivery of ”Far Scorpion” (AHTS, UT731CD) was the vessel. The loan is guaranteed by delivered by STX Norway Offshore AS, Fokus Bank and GIEK Langsten on 22 June. The vessel is working on the spot market in the North Sea. A long-term loan of NOK 415 million was Changes to the fleet taken out with Nordea Bank Norge ASA Farstad Shipping took delivery of the fol- in connection with the delivery of the lowing new builds and vessels in 2009: vessel. 1st quarter: 3rd quarter: ”Far Samson” (CSV, UT761CD) was de- ”Far Swan” (PSV, VS470 MKII) was pur- livered by STX Norway Offshore AS, chased on 24 September 2009. The Langsten on 24 March. The vessel was vessel was built by STX Norway Offshore chartered to Saipem UK Ltd on a 5 year AS, Langsten in 2006. New contracts Farstad Shipping signed the following new charter parties in 2009: 1st quarter: AHTS ”Far Sea” won a contract with Petrobras in Brazil for a period of up to 4 years. The contract started at the end of January. Petrobras has a right to cancel the contract every year, which can only be exercised under certain conditions. contract. A long-term loan of NOK 680 million was taken out with Eksportfinans A long-term loan of NOK 98 million was ASA in connection with the delivery of taken out with Nordea Bank Norge ASA the vessel. The loan is guaranteed by in connection with the delivery of the Two 5 year contracts were signed for two PSV with Esso Australia. These will service Esso’s drilling programme in the CONTRACT COVERAGE FOR THE TOTAL FLEET IN % Q 1 - 2010 Q 2 - 2010 Q 3 - 2010 Q 4 - 2010 Q 1 - 2011 Q 2 - 2011 Q 3 - 2011 Q 4 - 2011 Q 1 - 2012 Q 2 - 2012 Q 2 - 2012 Q 3 - 2012 48 annual report - farstad shipping asa CONTRACT COVERAGE 78.7% 62.9% 48.4% 40.6% 36.1% 31.1% 26.6% 19.1% 17.6% 15.1% 15.0% 15.0% OPTION 0.8% 6.5% 17.1% 14.5% 16.6% 18.3% 19.7% 17.6% 15.6% 14.7% 14.2% 12.5% Bass Strait. The contract started in May. ”Far Scandia”s contract has been renewed, while ”Far Supplier” will replace ”Lady Kari-Ann”. BP Angola has exercised it option to charter PSV ”Far Spirit” for a further year. Associates (ADA). ADA is the agent for a consortium of operators and the vessels will support the semi-submersible rig Kan Tan IV in a drilling programme off Australia and New Zealand. The vessels mobilised from the North Sea in early June. AHTS ”Lady Cynthia” won a contract with Japan Vietnam Petroleum Company (JVPC) for a period of 9 months. The vessel will service JVPC’s drilling programme in Vietnam. PSV ”Lady Christine” won a contract with Shell Australia for a period of approximately 4 months to service Shell’s drilling programme off the west coast of Australia. PSV ”Lady Grace”s contract with Woodside in Australia was renewed for a period of 12 months from 30 April. PSV ”Far Sleipner”s contract with Petrobras in Brazil was renewed for a further 2 years. The contracts of AHTS ”Far Strait” and AHTS ”Far Stream” with Woodside were also renewed for a period of 12 months from 20 April. Petrobras has also exercised its options for AHTS ”Far Sailor” and AHTS ”Far Senior” for a period of 146 days. Statoil exercised its first year option to extend the contract of PSV ”Far Searcher”. 2nd quarter: AHTS ”Far Scimitar” and AHTS ”Far Fosna” won contracts for a period of 12 - 15 months with Australia Drilling 4th quarter: PSV ”Far Supporter” won a contract with Petrobras in Brazil for a period of up to 3 years which will start in the 1st quarter of 2010. PSV ”Far Splendour”s contract with Peterson SBS was extended for a further 1 year. PSV ”Far Scotia” won a contract for a period of 6 months (plus a 3 month option) with Shell to work on the Irish continental shelf. The contract was started in November. AHTS ”Far Sabre” won a 240 day contract with Petrobras in Brazil. The contract was started in October. Statoil exercised its option for PSV ”Far Star” for a period of 2 years. The Farstad fleet’s contract coverage is approximately 78% for the first half of 2010 and approximately 67% for the 3rd quarter: AHTS ”Far Scout” won a contract with Petrobras in Brazil for a period of up to 2 years. The vessel mobilised from the North Sea and started its contract in the beginning of November. FREIGHT INCOME IN % SORTED BY SECTOR 100 The contracts of AHTS ”Far Sailor”, AHTS ”Far Senior” and PSV ”Far Swift” with Petrobras in Brazil were all extended by 2 years. Petrobras has an option to extend the contract of ”Far Swift” by a further 4 months. second half of the year. Contract coverage for 2011 is approximately 53%. These figures do include charterers’ options to extend individual contracts. FREIGHT INCOME IN NOK SORTED BY SECTOR % 3500 mill. NOK 3000 80 2500 60 2000 1500 40 1000 20 0 500 0 01 02 03 04 05 06 07 08 Northwest Europe 09 01 Brazil Indian Pacific 02 03 04 05 06 07 08 09 Other annual report - farstad shipping asa 49 S H A R E H O L D E R M AT T E R S - D E V E L O P M E N T O F T H E S H A R E P R I C E FINANCIAL CALENDAR (subject to changes) The company’s shares are listed on the comparison the share price fell by 54% “OB Match” list on the Oslo Stock in 2008, while it rose by 9% in 2007 Exchange with the ticker code FAR. The and 40% in 2006 respectively. company’s share capital amounts to NOK Result for 1st quarter 19 May Annual General Meeting 19 May Payment to shareholders 1 June Result for 1st half-year 24 Aug. Result for 3rd quarter 11 Nov. 39.0 million, made up of one class of 39 The highest share price in 2009 was million shares with a nominal value of NOK 140.00, while the lowest was NOK NOK 1.00. A total of 3.22 million Farstad 70.00. Market capitalisation (listed Shipping shares were traded in 2009, share price multiplied by the total number compared with 3.4 million shares in of shares) amounted at year-end 2009 2008. These shares were traded on 240 to NOK 5,011.50 million (NOK 2,593.5 out of 251 trading days. million at year-end 2008). The company’s share price at the start The company had 1,501 shareholders of 2009 was NOK 70.00. At year-end as per 31 December 2009 compared to 2009 the share price was NOK 128.50. 1,503 shareholders at year-end 2008. This corresponds to a rise of 83.6%. By The company had 100 (114) foreign T R A D E O F FA R S TA D S H A R E S I N 2 0 0 9 VA E v s M A R K E T C A P I TA L I S AT I O N Source: OSE NOK bill. 10 9 350 56 300 48 250 40 200 32 150 24 100 16 8 7 6 5 4 3 2 50 8 0 0 1 0 2005 2006 2007 Value Adjusted Equity (VAE) 50 annual report - farstad shipping asa 2008 2009 Market Capitalisation Number of traded shares in 1000 Number of trades shareholders, which represents 11.9% authorisation to expand share capital by The Board will propose a dividend of NOK (22.3%). Foreign shareholders can own issuing up to 3.9 million shares without 3.00 per share for 2009 at the annual up to 33.3% of the shares. preferential rights for current sharehold- general meeting on 19 May 2010. It will ers. The Board was also granted author- also propose that the above mentioned The ordinary general meeting was held isation to purchase up to 3.9 million of authorisations be renewed. on 14 May 2009. The dividend approved the company’s own shares. The authori- was NOK 5.00 per share with payment sations are valid until the annual general to meeting in 2010. the shareholders on 27 May. Shareholders registered as shareholders in the share register on 14 May 2009 The company’s goal is to ensure that were entitled to receive the dividend. The shareholders receive a competitive re- share was traded on the first day exclud- turn over time. This return must partly ing the dividend on 15 May 2009. come from growth in the value created in the company being reflected in the On 14 May 2009, the general meeting price of the company’s shares and partly gave the company’s board an extended from the payment of dividends. SHAREPRICE DEVELOPMENT NOK per share SHAREPRICE DEVELOPMENT INDEX Source: OSE 200 800 175 700 150 600 125 500 100 400 75 300 50 200 25 100 0 Source: OSE 0 00 01 02 03 Farstad Shipping ASA 04 05 06 07 08 09 00 01 02 03 Farstad Shipping ASA 04 05 06 07 08 09 PHLX Oil Services Bench (US) OSEBX Bench (NO) annual report - farstad shipping asa 51 H E A LT H , T H E W O R K I N G E N V I R O N M E N T, S A F E T Y A N D Q U A L I T Y Values and values meetings safe work operations. Preventive and cor- term and long-term, that are intended to Farstad Shipping’s values: safety minded, rective maintenance are important areas improve our statistics within both injuries value creative, reliable, inclusive and visible which the company pays a great deal of at- to people and HSE in general. and transparent, also guide the work done tention to in order to safeguard technical within the area of health, safety and the integrity. environment (HSE). No contacts with installations were recorded in 2009, which is in line with our goal. The company measures the frequency of However, this goal will not be able to be Values meetings focusing on teams and absences due to injury as the number of achieved in 2010 since PSV “Far Grim- teamwork were held in 2009. The values injuries to people with absence per one mil- shader” collided with the drilling rig Songa program will be introduced in all the operat- lion working hours. There were 12 absenc- Dee in January. This was a very serious in- ing companies in the group. es due to injury in 2009, compared to 5 in cident that has been investigated both in- 2008. This corresponds to a frequency of house and in cooperation with the operator Targets absences due to injury of 1.81 compared and rig company. Improvement measures Farstad Shipping’s goals within HSE is to to 0.81 in 2008. The company takes this have been identified and will be implement- operate without injuries to people and harm increase very seriously. A number of meas- ed to avoid such incidents in the future. to the environment, and in line with the prin- ures have been implemented, both short- ciples of sustainable development. Farstad Shipping’s management system for HSE and quality form an integral part of the group’s total management system and are certified pursuant to the ISO 9001 and ISO LT I - Frequency (Lost Time Injuries) 15 Number of injuries per million of hour worked 14001 standards. A key part of the HSE management is the 12 registration, reporting and assessment of HSE data. HSE measurement indicators have been established to help with this 9 work. The purpose is to document quantitative development over time and strengthen the basis for making decisions regarding 6 systematic and targeted improvements. The company focuses on learning from in- 3 cidents, both those involving injuries and damage and those not involving injuries and damage, and targets resources at those areas that entail the greatest risk. It is also working on ensuring that individuals take the necessary time to plan and implement 52 annual report - farstad shipping asa 0 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 From 2003 the Indian Pacific is also included in the LTI-Frequency 09 The reporting of unwanted incidents by the porting is good. vessels increased from 2,001 reports in participate in the further development of the management system with a special focus 2008 to 2,148 reports in 2009. These HSE data is collected in the result units and on risk management. The NWEAG (North included 494 registered NCRs (non-con- reported to the group’s management team West European Area Guidelines) are widely formance reports). NCRs are reports of non- which then assesses developments and used in connection with this and the com- conformance resulting from interruptions trends, and also decides whether improve- pany undertakes to comply with these in to operations and non-conformance result- ment measures are necessary. The HSE geographical regions where they apply. ing from internal audits and inspections results and assessments are presented to pursuant to the company’s ISM, ISO and the Board by the CEO. ISPS certifications. Most of the reports The company’s participation in BIP (Bridge Integrated Project) and the establishment stem from inspections carried out by DnV, The company has taken the initiative with of a separate simulator training centre in port authorities, customers and our own respect to a further focus on operational Australia are also contributions to this ef- personnel (internal audits). The fact that the safety. This is being done as a further meas- fort. number of reports has increased in relation ure to improve the working environment and to 2008 is interpreted as positive in the to reduce the risk of injuries, including major Sick leave sense that it shows that the attitude to re- accidents. Sailors from all regions actively Absence due to sickness showed a positive annual report - farstad shipping asa 53 H E A LT H , T H E W O R K I N G E N V I R O N M E N T, S A F E T Y A N D Q U A L I T Y development for sailors onboard our vessels A number of courses within the fields of Innovation, research and development last year. In 2009 the sick leave ended at safety (STCW & OLF), operator courses, The company’s involvement in the form of 3.28% (3.77% in 2008). The sick leave technical courses and other types of cours- direct contributions to research amount to es were conducted in 2009. around NOK 10 million per annum, while our among shore personnel augmented a little, from 2.80% in 2008 to 2.98% in 2009. Focus on health Substantial resources are invested in creating safer work places though the mechanisation of risk exposed operations and remote control of equipment on deck. This is primarily being done to lighten the work and eliminate risk in certain operations. Focusing on chemicals and systematically phasing out products that can be replaced by less harmful alternatives is an ongoing job. As an extension of our in-house “Health in Focus” programme we participate in a project together with the Offshore Simulator Centre, Marintek, Rolls-Royce, Bourbon Offshore, NTNU and SINTEF. The project is looking at “marine operations under extreme conditions” and will last for 4 years, ending in 2011. The project aims to look more closely at human/machine communications/ interaction and measurements visà-vis noise, EM radiation and the thermal environment onboard vessels. The project is intended to deliver a complete training arena for offshore operations. Competence There was a large amount of activity within the area of competence in 2009, both on the vessels and onshore. The company places great importance on ensuring crews not only always comply with the competence requirements set by authorities and customers, but that it is proactive in relation to the development of competence enhancing measures that ensure that the company leads the industry. investments associated with innovation and In the case of the Ålesund fleet, the initiative the development of new and improved tech- was taken in 2009 to increase the skills of nology for use onboard our new builds the sailors by offering them a chance to gain amount on average to around 10% of the their able seaman craft certificate. Arrange- vessels’ contract price. This represents an ments were made to facilitate study and innovation contribution of more than NOK exams onboard, and exams onshore for 100 million for 2009. those who had time off. All of the 56 who took the theoretical part of the exam Farstad Best Practice passed. In 2009, the company sent cap- Common, global work processes tains and chief officers from the PSV ves- A roadmap containing a number of proposed sels in the North Sea on courses to increase improvement projects based on Farstad their competence in relation to oil, gas and Shipping’s core values has been established. chemicals in and on tanks. This course re- The introduction of a common global net- sulted in the “tanker man lowest grade” work that ties all of Farstad’s offices to- certificate. The project has received very gether and the development of common positive feedback from those involved. work processes across the group are examples of the above-mentioned projects. A number of HSE seminars were held for entire crews and managerial development By introducing common global work proc- courses for officers at our operating com- esses supported by shared IT systems the pany in Melbourne. company hopes to improve information and data quality through increased integration In addition to this, a number of projects were and interaction between the company’s lo- started up together with course providers cations, in-house at each location, as well and producers that we expect to have pos- as ship to shore, and not least improve data itive results in 2010. security. The company has carried out a project with Global work groups have described the its own training PCs in connection with company’s future global work flow in the training and courses onboard on the ves- areas of finance, human resources and sels. This has had a positive effect with a chartering. number of implemented modules and courses involving the use of CBT (computer based The results of the work in the global groups training). provides the basis for choosing the global IT systems that will provide IT support for The company has its own safety coaches Farstad Best Practice. Implementation of who for periods stay onboard the company’s the new IT systems will start during spring vessels to ensure that procedures and rou- 2010. tines are complied with and observed. The coaches also carry out different types of skills enhancing measures onboard. 54 annual report - farstad shipping asa FA R S TA D S H I P S I M U L AT O R C E N T E R Farstad Shipping’s ship simulator in Perth, Australia the equipment for the simulator centre. other or function together. Training sta- In 2009, Farstad Shipping decided to The simulator centre will be a modern and crane simulators for both vessels establish an offshore simulator centre in maritime training centre in 1,500 m2 and rigs will be integrated into the simu- Perth to provide better simulator provi- premises. lator. The simulator will be established as two The simulator is planned to open in the fully equipped and complete vessel middle of August 2010. tions for DP, training stations for sailors, sion for the increasing number of employees on offshore vessels in the region. The construction phase started in au- bridges. There will be a 360 degree ho- tumn 2009. Offshore Simulator Center rizon from both bridges with the aid of AS in Ålesund was awarded the contract 18 projectors. The bridges will be able for both the development and delivery of to be operated independently of each annual report - farstad shipping asa 55 O P E R AT I O N A L I M P A C T O N T H E E X T E R N A L E N V I R O N M E N T Discharges into the sea Control panel modification used. We are constantly introducing im- Farstad Shipping’s has a target of zero The electrical control panels and systems provements in this area. These include the discharges into the sea. The company for power supply onboard have been introduction of the mandatory reporting recorded 15 discharges into the sea in modified. This makes it possible to reduce of cooling agent consumption, which is 2009 (16 in 2008) totalling 578 litres the number of engines that are running included in the company’s environmental (1,768 litres in 2008). Even though this depending on the operational mode and accounts. is an improvement on the volume in rela- thus saves fuel and reduces maintenance tion to 2008, systematic work is still re- costs. Rubbish and waste quired to achieve our target. All rubbish and waste onboard the vessels Catalytic converters is sorted pursuant to international guide- Ordinary shipping operations will always Besides the last eight delivered vessels lines. The management, destruction and impact the environment in a number of being equipped with catalytic converters, disposal of rubbish and waste is included areas. Besides our target of zero dis- catalytic converters have been installed in our monthly reporting. charges into the sea, Farstad Shipping on all four engines onboard Far Symphony. focuses on the following areas: The use of catalytic converters reduces Septic sludge and grey water NOx emissions by around 95%. The regulations for handling and disposing Emissions to air off septic sludge and grey water vary in In recent years the company has focused Cooling agents the different regions of the world. The on reducing the volume and improving the There has been a greater focus on leaks company has drawn up guidelines pursu- quality of its emissions of exhaust gas to and improvements to the cooling systems ant to international and local regula- air. The volume of emissions depends on onboard the vessels. This has had a pos- tions. the vessels’ assignments, including work- itive effect in relation to unwanted leaks. ing time and loads. The volume of emis- When systems are renewed, more envi- Chemicals and cleaning agents sions can be reduced by optimising the ronmentally friendly cooling agents are In recent years the company has reviewed use of engine power and good quality maintenance. Purifying exhaust gas makes a big difference in relation to reducing pollution when consuming fossil GROWTH IN FLEET vs FUEL CONSUMPTION fuels. Farstad Shipping uses only light diesel oil 5 Number of units in million Kg per DWT 10 in all of its vessels. The company’s newest vessels have hybrid propulsion solutions, which optimise efficiency and thus reduce fuel consumption. Catalytic converters 4 8 3 6 2 4 1 2 have also been introduced on all newer vessels. The company has started installing catalytic converters on its other vessels to reduce exhaust gas emissions. Focus on optimum consumption The company focuses on the consumption of fuel in transit and in port in general. Vessels with hybrid solutions enable the optimisation of engines depending on operational requirements. Hybrid solutions result in significantly better propulsion efficiency and thus reduced fuel consumption at low speeds. Exploiting this advantage requires competence and the awareness of the crew onboard. 56 annual report - farstad shipping asa 0 2006 2007 Total number of BHP in the fleet Total number of DWT in the fleet 2008 2009 Total effect in kilowatt (KW) in the fleet Fuel consumption in kg per DWT 0 and replaced the entire range of chemi- and propellers by focusing on the prod- to construct and operate vessels that cals it uses onboard the vessels. Similarly, ucts we choose, continuous improvements present the least possible risk of dis- a huge amount of work has been done to and maintaining equipment. charges of environmentally harmful sub- increase our knowledge and improve stances into air and water. The environ- safety in relation to the use of chemicals. Ballast water mentally friendly measures onboard the The range used onboard is continuously Farstad works globally and often moves last eight vessels delivered to the com- assessed with a view to using more envi- vessels between different operational pany represent investments of around ronmentally friendly chemicals. regions such as the North Sea, Brazil and NOK 40 - 80 million per vessel. These are the Indian Pacific, and also moves vessels investments that exceed the authorities’ Antifouling paint within those regions. The environmental requirements in the form of measures that Today we exclusively use self-polishing consequences of moving vessels are a top reduce fuel consumption, e.g. hybrid pro- paint of good quality and environmentally priority with respect to marine organisms pulsion solutions. The environmentally friendly products that are available on the in ballast water that are carried from one friendly “Clean Design” antifouling paint market. Silicone paint is being tested and region to another. Plans have been drawn and other measures will also help to pro- experience of other new types of antifoul- up in the form of ballast water manuals. tect the environment. ing paint is being gained. The first use of Reduced quantities of ballast water are silicone paint was in 2003 and the expe- introduced and regularly replaced when The curve at the bottom left shows the riences so far have been positive. vessels are in transit. effect the company’s focus has had in Antifouling products have continuously improved since then. relation to reducing fuel consumption in Reduced impact on the external envi- relation to the growth of the fleet. ronment Oil leaks from rudder and propellers The newest available technological solu- We have over time achieved substantial tions are utilised in close cooperation with reductions in sea pollution from rudder designers, yards and equipment suppliers Emissions to air Cooling agents Rubbish and waste Septic sludge and grey water Chemicals and cleaning agents Discharges into the sea Antifouling paint Oil leaks from rudder and propellers Ballast water annual report - farstad shipping asa 57 58 annual report - farstad shipping asa W E L FA R E , E Q U A L O P P O R T U N I T I E S A N D D I S C R I M I N AT I O N Welfare Standards have been developed for gyms Supply vessel companies have a clear A special full-time, welfare liaison officer onboard the vessels as part of the devel- preponderance of male-dominated pro- position has been established at the opment of the welfare concept. A re- fessions. Farstad Shipping faces a chal- head office as part of the development searcher is also developing wide-ranging, lenge in inspiring women to choose a of the welfare concept in Farstad Ship- varied recreational provision onboard. maritime career. 55 women are cur- ping. Welfare work has been developed Resources are set aside for environment- rently employed in different positions further in 2009. The aim is to translate creating activities. onboard the company’s vessels. We will our experience from Norway to other regions, but tailored to local conditions. continue to recruit women for maritime As a trial project, the company has intro- related positions. duced a scheme in which cabins and One important focus is an increased fo- holiday flats can be rented by sailors in The 1,700 sailors who were employed cus on communications and information Norway. These offers are managed by by the company at year-end 2009 rep- flow. The company is striving to develop the employees representatives and also resented a total of 47 nationalities. a regular flow of information to all em- developed in consultation with them. ployees and their families. The Board of Directors and management Equal opportunities and discrimina- team continue to promote gender equal- FarInfo is an important information chan- tion ity in all areas to create diversity in the nel. This is the in-house newsletter that Farstad Shipping focuses on ensuring organisation. is published four times a year. A web that people are not treated differently based information channel “Farstad because of their gender when it comes In addition to work on equal opportuni- Community” has also been introduced. to promotion and recruitment. The prin- ties, the company is also working to in- This is currently only available in Norwe- ciple of equal pay for equal work applies clude people from groups that are under gian. Work on an English version is ongo- when setting pay scales. Appointment, represented in the job market, including ing. training, remuneration and promotion people with disabilities and groups with shall be based on relevant qualifications various ethnic backgrounds. Contact with the employees’ family is one only such as education, experience, re- important area. In addition to the above sults and other professional criteria. Of information channels, a variety of ac- the group’s 160 office staff as per 31 tivities, meetings and extensive informa- December 2009, 64 were women. None tion have been initiated to strengthen the of the company’s senior management company’s ties with employees’ family. team are women. Three of the company’s The experience so far has been good. seven board members are women. annual report - farstad shipping asa 59 60 annual report - farstad shipping asa The Market for Offshore Service Vessels; annual report - farstad shipping asa 61 THE MARKET IN GENERAL The financial crisis, fall in oil prices and a new build activity in this segment. The order 317%, corresponding to 742 vessels, large number of vessels under construction book for large and medium-sized supply since 1998. Of these 752 vessels 652 characterised market development in our vessels consists of around 375 units, (87%) have gone to markets outside the industry in 2009. equivalent to around 38% of the existing North Sea. Thus at the beginning of 2010, fleet. Around 70% of the vessels are sched- only 25% (244 vessels) of the fleet were The financial crisis resulted in a dramatic uled for delivery in 2010. It is doubtful that operating in the North Sea (see the figures reduction in access to capital. In addition to they will all be delivered as planned. Only a on next page). substantially higher lending costs, this re- few of the new builds currently have long- sulted in projects being postponed or can- term contracts. celled. Stagnated growth in the global The figures also show the trends for AHTS and PSV respectively. Large PSV espe- economy also had a negative impact on At year-end 2009, there were 1,350 ves- cially have experienced a significant change activities in our markets. In addition to this, sels, including vessels on order, owned by in distribution by market. While 90 of the the fall in oil prices resulted in a significant 153 market players. The 40 largest market 109 units (82.5%) were in the North Sea incentive for the oil companies to cut costs. players, which all have 10 vessels or more, in 1998, only 31% of the world’s PSV fleet This affected the level of both activity and control 75% of the fleet, including new is now in the North Sea (179 out of 575 rates. The delivery of new builds also re- builds. 95 market players have five or few- units). The AHTS fleet has seen a similar sulted in overcapacity in most markets. The er vessels and control 15% of the fleet. development. While the AHTS fleet in the fleet of large and medium-sized supply ves- Edison Chouest is the largest market play- North Sea in 1998 accounted for 47% of sels increased by almost 140 units in 2009, er in this segment because of its extensive the world’s fleet (54 out of 115 units), the equivalent to approximately 16%. The im- new build programme. Tidewater is the sec- percentage has now fallen to approximate- balance in the market was first noticed in ond largest market player, while Farstad ly 16% (65 out of 401 units). The figures the North Sea. During the year this imbal- Shipping is the sixth largest market player. also indicate how the various markets have ance also spread to the other markets re- Both Solstad and DOF are among the 10 grown. sulting in falls in rates. largest market players. The fleet of offshore service vessels con- The North Sea market was for a long time around USD 80 a barrel and clear indica- sists of approximately 2,400 units on a the most important market for large and tions of increased offshore activity, there is global basis. Approximately 40% of this mediumsized supply vessels. In 1998, 64% in general little reason for optimism in our fleet consists of large and medium-sized of the fleet was involved in activities in the industry due to all of the vessels that are service vessels defined as AHTS with en- North Sea. Since that time most of the still on order. This situation is expected to gine outputs of greater than 10,000 BHP growth has taken place in markets other endure far into 2011. and PSV with cargo capacities of greater than the North Sea. The industry has be- than 2,000 DWT. There is still substantial come international. The fleet has grown by Despite an oil price that has stabilised at A H T S > 1 0 0 0 0 B H P A N D P S V > 2 0 0 0 D W T (incl. NEWBUILDS) S O R T E D B Y O W N E R S (15 largest) AHTS Edison Chouest Tidewater Maersk Bourbon Offshore Gulf Offshore Farstad Shipping DOF Solstad Offshore Chinese owners Swire Hornbeck Seacor Siem Offshore Deep Sea Supply Toisa Sanko 62 annual report - farstad shipping asa 14 18 51 16 10 28 8 18 18 15 0 14 2 12 3 8 PSV NEWBUILDS 67 52 11 39 40 24 20 13 8 8 21 11 9 8 11 2 33 16 4 9 6 2 16 3 3 4 6 0 11 1 5 10 AHTS AHTS AND PSV IN NORTHWEST EUROPE > 2 000 DWT 150 153 168 143 156 180 209 222 227 244 171 195 237 330 372 408 464 508 612 732 Northwest Europe Other markets 58 54 61 50 48 45 51 54 56 65 92 105 124 164 175 189 207 229 282 336 Northwest Europe Other markets 92 99 107 93 108 135 158 168 171 179 69 80 113 166 197 219 257 279 330 396 January 2001 January 2002 January 2003 January 2004 January 2005 January 2006 January 2007 January 2008 January 2009 January 2010 A H T S I N N O R T H W E S T E U R O P E v s OT H E R M A R K E T S January 2001 January 2002 January 2003 January 2004 January 2005 January 2006 January 2007 January 2008 January 2009 January 2010 P S V I N N O R T H W E S T E U R O P E v s OT H E R M A R K E T S January 2001 January 2002 January 2003 January 2004 January 2005 January 2006 January 2007 January 2008 January 2009 January 2010 PSV >2 000 DWT PER SECTOR AHTS >10 000 BHP PER SECTOR 150 PSV > 10 000 BHP No. of vessels 200 120 No. of vessels 150 90 100 60 50 30 0 0 Northewest Europe South America Indian Pacific January 1998 West Africa Gulf of Mexico Canada January 2008 Northewest Europe January 2009 Gulf of South/Central Mexico America Indian Pacific West Africa Mediterraniean January 2010 annual report - farstad shipping asa 63 NEW BUILD ACTIVITY One consequence of the last few years’ optimism in the oil and offshore industry was a significant increase in the number of large and medium-sized supply vessels. The fleet increased by 63 AHTS (18%) and 74 PSV (15%) in 2009. The equivalent figure for 2008 was 55 AHTS (19%) and 54 PSV (12%). At the beginning of 2010, 375 vessels were on order (439 at the same time in 2009). Of these 154 (201) are AHTS and 221 (238) PSV. Approximately 80% of the AHTS new builds and approximately 60% of PSV new builds are scheduled for delivery in 2010. Many of the new builds are expected to be delayed. Increased oil activity in deeper and more demanding waters has together with in- NEWBUILD SORTED BY SECTOR creased subsea activity been the driving force behind the demand for large and medium-sized supply vessels. This has resulted in tonnage developing towards increasingly larger and more complex vessels with respect to engine capacities, crane and winch capacities. manoeuvrability, and mechanised handling equipment. ROV and other subsea functions have become more integrated in the vessels. Greater deck areas and flexible tank solutions have enabled the transport of different types of cargo on the same vessel. Increased subsea activity has also resulted in a large number of advanced construction and subsea vessels being contracted. The focus on health, safety and the environ- AHTS > 10 000 BHP China India USA Norway Brazil Singapore Malaysia Japan Spain Korea NEWBUILD SORTED BY DELIVERY TIME 31 18 2 21 2 11 6 14 5 6 AHTS > 10 000 BHK 1 Q - 2010 2 Q - 2010 3 Q - 2010 4 Q - 2010 1 Q - 2011 2 Q - 2011 3 Q - 2011 4 Q - 2011 1 Q - 2012 2 Q - 2012 3 Q - 2012 4 Q - 2012 64 annual report - farstad shipping asa 53 28 22 20 6 6 6 8 0 3 1 1 PSV SUBSEA 34 44 53 21 25 8 16 4 2 0 10 7 0 11 3 7 2 1 7 7 PSV SUBSEA 41 38 31 26 20 7 9 11 12 8 9 6 21 20 11 5 8 2 0 1 2 1 1 0 > 2 000 DWT > 2 000 DWT ment has contributed to the development of more environmentally friendly vessels and stimulated a focus on the working environment onboard, including noise reduction measures. The maritime industry in Norway still plays a key role in the development of offshore vessels and Norwegian yards are still leaders in their construction. At the start of 2010, 42 supply vessels were under construction at Norwegian yards (81 a year ago). Of these 21 (40) are AHTS and 21 (41) PSV. In the last few years a large number of vessels have been ordered from yards in other regions, especially the Far East. This is due both to a lack of available capacity at Norwegian yards and the increase in prices that occurred at these same yards. A number of Western operators have therefore ordered from yards in the Far East. Another cause of the increased contracting activity in this region was the increase in the number of local operators ordering vessels from local yards for operations primarily in their domestic markets. Yards in China have 65 (71) vessels under construction and this is now the country with most vessels of this type under order. Of these 31 are AHTS and 34 PSV. Yards in India have 62 (59) vessels under construction. Of these 18 are AHTS and 44 PSV. Yards in other countries in the Far East have a total of 86 (104) vessels under construction. Of these 52 are AHTS and 34 PSV. tracts for Petrobras and work in Brazilian fields. Of these 3 are AHTS and 25 PSV. 55 (40) vessels are currently on order at US yards. These are largely expected to remain in the Gulf of Mexico. 2 of the new builds are AHTS and 53 PSV. Norwegian yards are now responsible for approximately 12% of the order book (18% at the start of 2009 and 26% at the start of 2008). Yards in the Far East are responsible for 57% of the new builds, up from 53% a year ago. With a fleet that is increasing in number and complexity, it is a challenge for the industry to man vessels with crews with the necessary competence and experience. There are 28 (25) vessels of this type under construction in Brazil. These are primarily being built for long-term con- annual report - farstad shipping asa 65 66 annual report - farstad shipping asa THE NORTH SEA MARKET In 2009, 24.9% of Farstad Shipping’s portion of demand (term contracts) fell by associated with subsea, cable laying and freight income came from this region 3% in 2009. salvage/coastguard activities in 2009. (29.9% in 2008 and 33.4% in 2007). The same level is expected in 2010. This corresponds to freight income of The majority of the term contract demand NOK 812.7 million (NOK 884.8 million in the region is connected to fields in Statoil is the operator in the North Sea in 2008 and NOK 735.0 million in production. In 2009, 135 boat-years with the most supply vessels on term 2007). were related to this type of activity (136 contracts. It is followed by Shell and BP. in 2008). The forecast for demand indi- Gulf Offshore, DOF, and Farstad Shipping In 2009, demand for supply vessels in the cates slight reduction in 2010 as well. are the shipping companies with the larg- region ended on a par with 2008. From a Demand for drilling activities fell from 25 est number of term contracts. record low in 2004 of 164 boat-years, boat-years in 2009 to 19 boat-years in the level of activity and demand now ap- 2009. Demand for this type of activity is The average utilisation rate describes the pears to have stabilised at around 250 expected to fall further in 2010. The relationship between the supply of and boat-years. The average demand by activity associated with the development demand for supply vessels, and thus ex- quarter in 2009 was as follows: 242 of fields and infrastructure such as pipe- presses the balance in the market. The boat-years in the 1st quarter (244 in the lines, pump stations and loading buoys average number of supply vessels in the 1st quarter 2008), 254 boat-years in the were higher in 2009 than in 2008. This North Sea in 2009 increased by 13 units 2nd quarter (255), 253 boat-years in the type of activity involved an average of 22 (13 in 2008). The flat development of 3rd quarter (256) and 252 boat-years in supply vessels in 2009. A slightly lower demand created an imbalance in the the 4th quarter (247). The level of activity level of activity is expected in this region market resulting in a fall in the level of in the North Sea is expected to be on a in 2010. In addition, an average of 23 rates. par with 2009 in 2010. The long-term supply vessels were engaged in activities V E S S E L S I N T H E N O R T H S E A S O R T E D B Y O W N E R (15 largest) AHTS > 10 000 BHP Gulf Offshore Solstad Shipping Farstad Shipping Maersk DOF Havila Shipping Island Offshore Moekster Siem Offshore Bourbon Offshore Eidesvik Olympic Trico Marine Sartor Sealion annual report PSV > 2 000 DWT 1 9 4 10 2 4 2 3 2 2 2 4 2 2 0 - farstad shipping asa 22 10 12 6 12 8 9 7 7 6 6 4 4 4 5 67 THE NORTH SEA MARKET DEVELOPMENT IN DEMAND FOR OFFSHORE SERVICE VESSELS 300 In 2009, the average utilisation rate for the total North Sea fleet was 90% com- Boat-years in the North Sea % pared to 95% in 2008. The averages for 100 the quarters were: 89.5% in the 1st quarter (92%), 93% in the 2nd quarter 250 95 200 90 and 88% in the 4th quarter (94%). 150 85 Rates come under pressure when the 100 80 50 75 0 2001 2002 2003 Term demand 2004 2005 2006 Spot demand 2007 2008 No. of vessels 2009 E-2010 Utilisation 70 (95%), 89.5% in the 3rd quarter (97%) utilisation rate falls below 92-93%. The utilisation rate was below this level for large parts of 2009. The utilisation rate is expected to fall in 2010 due to the number of new builds scheduled for delivery in 2010. In such a market situation a larger part of the demand will switch from the term market to the spot market, which further strengthens the imbalance TERM DEMAND SORTED BY ACTIVITY in the market. A further reduction in the Boat-years in the North Sea term market of around 4-5% is expected 300 in 2010. Earnings in the spot market are currently below the level of the vessels’ 250 operating costs. The AHTS fleet in particular has been hard hit by this market 200 situation. No significant improvement can 150 be expected in the short-term. The market balance in the region can therefore 100 only be restored by the fleet in the region being reduced by 15-20 vessels. 50 0 2001 2002 2003 Production 2004 Construction 2005 2006 2007 Drilling 2008 2009 E-2010 Spot Other RIG DEMAND IN THE NORTH SEA D E V E L O P M E N T I N S P OT- R AT E S I N T H E N O R T H S E A 2,0 NOK million 40 No. of rigs 35 1,5 30 1,0 25 0,5 20 0 Jan. Feb. Mar. 2008 68 annual report - Apr. May 2009 farstad shipping asa Jun. Jul. 2010 Aug. Sep. Oct. Nov. Dec. 15 02 03 Semis 04 05 06 07 08 09 E-10 RESULT PER SECTOR Freight income NORTH SEA 2009 812 708 2008 946 250 Operation and administration cost 460 871 362 604 Operating result before depreciation (EBITDA) 351 837 583 646 Depreciation 160 829 119 939 Operating result (EBIT) 191 008 463 707 EBITDA % 43.3 % 61.7 % EBIT % 23.5 % 49.0 % AHTS VESSELS IN THE NORTH SEA > 10 000 BHP PSV > 2 000 DWT January 2000 61 102 January 2001 58 92 January 2002 54 99 January 2003 61 107 January 2004 50 93 January 2005 48 108 January 2006 45 135 January 2007 51 158 January 2008 54 168 January 2009 56 171 January 2010 65 179 2008 2009 Statoil 46 44 Shell 19 17 BP 19 17 Peterson 13 14 ConocoPhillips 11 12 Maersk Oil 8 7 Team 7 6 Talisman 7 6 Saipem 3 5 Apache 5 4 TERM CONTRACTS SORTED BY OPERATOR IN THE NORTH SEA annual report - farstad shipping asa 69 70 annual report - farstad shipping asa T H E I N D I A N PA C I F I C M A R K E T 2009 was expected to be a challenging New build offshore supply vessels (OSV) Farstad Shipping’s fleet in this region year with the global economic downturn continued throughout the early period of totalled 25 vessels at year’s end. The impacting the offshore industry. This was 2009. However by midyear most owners anticipated arrival of Far Supplier for a proved well founded with the market ex- had begun to realise that the market was long term contract with Esso in Australia periencing dramatic fluctuations in both significantly changing and virtually halted eventuated in May 2009. In addition to supply and demand. For Farstad Shipping, new build orders. The delivery of new ves- this long term charter, Farstad Shipping however, 2009 still proved to be a record sels rose sharply in 2009 as the back log was also able to secure long term char- breaking year in the region. of late deliveries from 2008 also came ters for both the Far Scimitar and Far in to the picture. This led to significant Fosna in support of drilling operations in Economic growth in the region was var- oversupply of vessels in the region with southern Australian waters as well as ied. China, India, Australia and Indonesia many vessels being idle for extended pe- New Zealand. These vessels arrived in are expected to have survived the eco- riods. July and are supporting the Kan Tan IV nomic downturn with positive growth for for Origin Energy and Australian 2009 whilst many countries including This oversupply had a significant impact Worldwide Exploration. On December 1st Japan, Singapore and Malaysia have ex- on OSV rates and increasing as the year Farstad Shipping also took delivery in perienced significant downturns and are progressed. Combined with the down Australia of Far Swan for a long term con- expected to post heavy negative growth turn in spending, delays or cancellation tract with Woodside Energy Ltd. This for 2009. However, many expects this to of drilling programs rate levels were down vessel was purchased and reflagged to be turned around in 2010. Positive almost 50% in some markets from the Singapore and further solidifies Farstad growth can again be registered. heights realised in 2008. Shipping’s strong relationship with Woodside in Australia. V E S S E L S I N T H E I N D I A N P A C I F I C S O R T E D B Y O W N E R S (15 largest) AHTS > 10 000 BHK Chinese Farstad Shipping Semco Tidewater Swire Intra Oil Ezra Holdings Great Eastern Bourbon Offshore Gulf Offshore Maersk Solstad Shipping FEMCO Greatship SBS Logistics annual report PSV > 2 000 DWT 18 15 12 6 7 9 10 5 2 5 7 5 6 0 0 - farstad shipping asa 8 8 0 6 3 1 0 3 5 2 0 1 0 6 5 71 T H E I N D I A N PA C I F I C M A R K E T RIG TYPE 2010 may well be the most challenging Total in the region in many years as the supply continues to 2005 2006 2007 2008 2009 grow beyond any projected recovery in JACK UP 72 75 83 95 100 demand for OSV services. Farstad re- SEMI-SUB 17 18 20 21 24 8 8 8 6 9 97 101 111 122 133 DRILL SHIP TOTAL tains a high portion of long term contracts for the fleet in this region which are significant to the prognosis for the year ahead. The biggest challenges will revolve around some of our older vessels in the region that will be exposed to very RIG TYPE JACK UP Uttilisation (%) competitive market conditions. 2005 2006 2007 2008 2009 94 92 91 89 85 DRILL SHIP 74 73 59 49 66 SEMI SUB 71 58 69 71 76 TOTAL 88 84 83 83 81 72 annual report - farstad shipping asa RESULT PER SECTOR INDIAN PACIFIC Freight income 2009 1 548 889 2008 1 344 926 Operation and administration cost 687 410 595 819 Operating result before depreciation (EBITDA) 861 479 749 107 Depreciation 171 328 153 042 Operating result (EBIT) 690 151 596 065 EBITDA % 55.6 % 55.7 % EBIT % 44.6 % 44.3 % AHTS VESSELS IN THE INDIAN PACIFIC > 10 000 BHP G R O W T H I N G D P January 2000 26 6 January 2001 28 12 January 2002 29 12 January 2003 32 20 January 2004 43 30 January 2005 69 36 January 2006 64 41 January 2007 72 44 January 2008 88 49 January 2009 116 65 January 2010 147 70 2005 2006 2007 2008 20091) Australia 3.2 2.7 4.8 2.3 1 China 10.4 11.6 13 9.0 8.7 India 9.2 9.8 9.4 7.3 6 Indonesia 5.7 5.5 6.3 6.1 4 Japan 1.9 2 2.2 -1.5 -5.6 Malaysia 5.3 5.8 6.2 4.6 -3.6 Singapore 7.3 8.4 7.8 1.1 -3.3 Thailand 4.6 5.2 4.9 2.6 -3.5 World average 5.1 5.2 ) estimated 1 PSV > 2 000 DWT 4.5 3-1.0 * Source: Westpac Market Outlook: Australia, G3 & Asia-Pacific February 2010 annual report - farstad shipping asa 73 74 annual report - farstad shipping asa THE BRAZILIAN MARKET Brazil is Latin America’s largest market, PETROBRAS has recently released very delivered to PETROBRAS. This means an the world’s fifth most populous country good information about the long-term increase on the number units of approx. and the tenth largest economy in terms testing carried out at TUPI oil. A con- 85% in a period of four years! of GDP. The government target is to be servative estimate for the block’s reser- among the five largest economies in the voir is from 5 to 8 billion barrels. The Besides this twenty nine drilling units world until 2016. field’s operating consortium consist of already chartered to PETROBRAS, there PETROBRAS, with 65%, BG with 25% is tender going on for additional twenty Brazilian economy was not so affected and Petrogal, with 10%. It is expected eight drilling rigs. These rigs will have to by the international financial crisis as the that four to six production platforms will be built in Brazil and to be delivered until European countries; however the impact be needed to have the field fully produc- 2017. The proposals will have to be sub- of the crisis will be seen on the 2009 tive with the capacity to produce in the mitted to PETROBRAS in March 2010. GDP. It is expected to have a GDP growth area of 100,000 barrels/day. around zero. The good news is that in last Despite the new discoveries, Campos quarter of 2009 the GDP growth is ex- To comply with the drilling commitments Basin is still PETROBRAS’ largest oil pro- pected to be 2% higher than the 3rd assumed with the ANP in the new “pre- ducing area in Brazil. Approx. 80% of the quarter of the same year, and comparing salt” area, PETROBRAS will receive in Brazilian production comes from Campos with the last quarter of 2008 the in- 2010 six new drilling units, all under long Basin’s ultra deep water oil fields. crease is expected to be at the level of term charters. In 2011 and 2012 an- 8%. Many economists predicts that the other fourteen (14) drilling units will be To support the increased activity in ultra Brazilian GDP growth in 2010 will sub- delivered to PETROBRAS. From the be- deep waters, PETROBRAS fixed several stantially increase, from a 0% in 2009 ginning of 2009 until 2012 twenty nine new supplyvessels in 2009. Regarding to about 6% in 2010. (29) new drilling units were and will be the PSV market thirty one new PSV were VESSELS IN BRAZIL SORTED BY OWNERS (15 largest) AHTS > 10 000 BHP Edison Chouest Maersk Tidewater DOF Farstad / BOS Gulf Offshore CBO Finarge Bourbon Offshore Saveiros Solstad Shipping Ultrapetrol Seacor Augusta Dalby Offshore annual report PSV > 2 000 DWT 3 16 6 6 9 3 1 6 3 0 4 0 2 1 3 - farstad shipping asa 16 1 10 7 3 7 7 0 1 4 0 4 2 2 0 75 THE BRAZILIAN MARKET hired; being thirteen newbuilds Brazilian Santana (2000, UT 730, 19,200 BHP), they will have a fleet of 50 supplyvessels flag (6 large PSV 4500, 2 medium PSV already located in Brazilian waters, will working for them until the end of 2010, 3000, and 5 PSV with Oil Rec facilities), service as a front runner until June 2010. supporting 18 units, both rigs and pro- and eighteen existing ships from the in- Also in the last quarter of 2009 Petrobras duction platforms. This new Brazilian ternational market (5 large PSV 4500, launched a tender for large AHTS for de- market for supply vessels is already es- 13 medium sizes PSV 3000). These livery in the 2nd half of 2010. It is ex- tablished, and still growing. eighteen PSV will commence contracts pected that Petrobras will fix a substan- latest in the 2nd quarter of 2010, while tial number of vessels in this tender Farstad Shipping ended 2009 with a the thirteen 13 newbuilds have a delivery (tender results are not announced yet). fleet of twelve vessels trading in the time of three years. Brazilian market. All of them (3 PSVs and 2009 was also a good year for the 9 AHTSs) are under contract with Petrobras has extended all AHTS con- Brazilian market in general; the number Petrobras, including the 3 Brazilian-built tracts that were terminating in 2009, on of supply vessels under contract with AHTSs owned by BOS Navegação. average for another 2 years period. other oil companies has increased by However, they know that for the forth- 37%. From 30 vessels trading in Brazil coming ultra deep water challenges they in 2008 to 41 vessels in the end of 2009, must increase the AHTS fleet in terms of being 17 AHTS, 23 PSV and 1 RSV. The number of vessels and also in terms of main international oil companies operat- vessel’s sizes and winches capacities. As ing in Brazil are: Statoil, Shell, Repsol, a consequence Petrobras has awarded Chevron, BG, ENI, Anadarko and Devon. one of Farstad large new AHTS (UT 731 There are also two Brazilian private oil CD, 24,000 BHP) a 2 year contract com- companies in this market; OGX and mencing 25th February 2010. AHTS Far Starfish. Altogether, it is expected that 76 annual report - farstad shipping asa RESULT PER SECTOR Freight income BRAZIL 2009 786 181 2008 555 314 Operation and administration cost 333 014 278 175 Operating result before depreciation (EBITDA) 453 167 277 139 Depreciation Operating result (EBIT) 107 746 76 113 345 421 201 026 EBITDA % 57.6 % 49.9 % EBIT % 43.9 % 36.2 % AHTS VESSELS IN BRAZIL / SOUTH AMERICA > 10 000 BHP PSV > 2 000 DWT 7 25 13 24 15 27 17 25 20 25 26 36 31 39 37 41 42 51 53 59 77 77 2008 2009 Edison Chouest 11 22 CBO 12 18 Maersk 16 17 Tidewater 14 17 DOF / Norskan 9 14 Farstad / BOS 11 13 Wilson Sons 9 13 Solstad / REM 3 7 Finarge 5 7 UP Offshore 5 6 TERM CONTRACTS SORTED BY OWNERS IN BRAZIL annual report - farstad shipping asa 77 78 annual report - farstad shipping asa OT H E R M A R K E T S Above we have provided a description of Mexico, as can be seen from the figures moving out into deeper waters. In the last the markets in which Farstad Shipping in this chapter. However, demand for 10 years, the number of large and me- has concentrated its activities. Farstad larger and more advanced tonnage has dium-sized supply vessels in the Gulf of Shipping has a market share of around also grown in the Mediterranean, Black Mexico has increased from 28 vessels 9% in these markets measured by the Sea and Caspian Sea in recent years, (17 PSV) to 150 vessels (123 PSV) at number of vessels. making these increasingly important the start of 2010. The Gulf of Mexico is markets. With the exception of the last the second largest PSV market in the Of the total world fleet of large and me- six months, Canada has not seen any world (21% of the fleet) after the North dium-sized supply vessels, 70% of the significant growth in recent years. Sea (31%). Edison Chouest is by far the AHTS fleet and 57% of the PSV fleet largest player in this market with a mar- were in these markets at year-end The American sector of the Gulf of ket share of 37%. The Jones’ Act pre- 2009. Mexico in particular has experienced vents tonnage not built in the USA work- dramatic growth in the number of PSV ing in the American sector of the Gulf of Other major markets for this type of ton- vessels. This is partly due to a need to Mexico. nage include West Africa and the Gulf of renew the fleet and partly due to activity V E S S E L S I N OT H E R M A R K E T S S O R T E D B Y O W N E R S (15 largest) AHTS > 10 000 BHP Edison Chouest Tidewater Bourbon Offshore Maersk Hornbeck Seacor Swire Gulf Deep Sea Supply Topaz Marine Sanko Augusta Harvey Bee Mar Secunda annual report PSV > 2 000 DWT 11 6 9 18 0 9 7 1 5 2 6 5 2 0 3 - farstad shipping asa 51 36 27 4 19 9 5 10 4 7 2 2 5 6 2 79 OT H E R M A R K E T S VESSELS IN GULF OF MEXICO VESSELS IN WEST AFRICA As a region West Africa employed 45 (11%) of the world’s AHTS fleet and 82 150 No. of vessels 150 (14%) of the PSV fleet. This makes West No. of vessels Africa the fourth largest region for this type of vessel. In the last 10 years the 120 fleet in this region has grown from 15 to 120 127 vessels. The dominant market players in the region are Bourbon Offshore 90 with its market share of 24% and 90 Tidewater with its market share of 22%. An increase in offshore activity is not 60 only being seen in Nigeria and Angola, 60 but also in Ghana, Congo, Equatorial Guinea and Sao Tome. Much of the activ30 ity is taking and will take place in deep 30 and ultra deep waters. Farstad Shipping had one vessel working in this region 0 01 02 03 04 05 06 07 08 09 10 AHTS > 10 000 BHP 0 PSV > 2 000 DWT 01 02 03 04 05 06 07 08 09 10 AHTS > 10 000 BHP PSV > 2 000 DWT (Angola) at year-end 2009. The Mediterranean region, including the Black Sea and the Caspian Sea, has also developed into an important region for VESSELS IN MEDITERRANIAN/ CASPIAN SEA 80 No. of vessels VESSELS IN CANADA large and medium-sized vessels. Interest in medium-sized vessels has also in- 20 creased in the Middle East in recent No. of vessels years. At year-end 2009, 35 AHTS and 39 PSV were working in this region. This 70 corresponds to an increase of approximately 9% and approximately 7% of the 15 60 world’s fleet. 10 years ago there were 4 AHTS and 3 PSV in this region. The larg- 50 est market players are Topaz Marine (12% market share), Tidewater (11%), 10 40 Augusta Offshore (9.5%) and Deep Sea Supply (9.5%). 30 5 20 10 0 01 02 03 04 05 06 07 08 09 10 AHTS > 10 000 BHP 80 annual report - PSV > 2 000 DWT farstad shipping asa 0 01 02 03 04 05 06 07 08 09 10 AHTS > 10 000 BHP PSV > 2 000 DWT AHTS V E S S E L S I N T H E G U L F O F M E X I C O S O R T E D B Y O W N E R S (10 largest) > 10 000 BHP Edison Chouest Hornbeck Seacor Gulf Harvey Tidewater Bee Mar Otto Candies Nordcapital Laborde Marine 11 0 7 0 2 1 0 0 0 0 AHTS V E S S E L S I N W E S T A F R I C A S O R T E D B Y O W N E R S (10 largest) > 10 000 BHP Bourbon Offshore Tidewater Maersk Swire Sanko Edison Chouest Seacor Varun Sealion Deep Sea Supply V E S S E L S I N M E D I T E R R A N I A N / C A S P I A N S E A S O R T E D B Y O W N E R S (10 largest) 45 19 3 9 5 5 6 4 3 3 PSV > 2 000 DWT 6 4 10 5 6 0 2 4 0 0 AHTS > 10 000 BHP Topaz Marine Tidewater Augusta Deep Sea Supply Swire Iranian Nat Oil Mærsk Seacor Olympic Gulf annual report PSV > 2 000 DWT 25 24 1 4 2 6 3 0 3 2 PSV > 2 000 DWT 2 1 5 5 2 2 3 0 1 1 - farstad shipping asa 7 7 2 2 1 1 0 3 1 1 81 FUTURE OUTLOOK The collapse of the financial markets in mism resulted in the ordering of a large Information Administration (EIA), has autumn 2008 resulted in substantial number of drilling rigs and offshore serv- recently adjusted its forecast for oil de- uncertainty in all markets. Huge value ice vessels. The heavy fall in the oil price mand in 2010 and 2011 upwards by disappeared overnight, activities were in autumn 2008 resulted in the oil com- 0.21 million and 0.20 million barrels per paralysed in many markets, and projects panies focusing on cutting costs in this day respectively. EIA is now estimating were cancelled or put on hold. The gov- current period. This, combined with a dif- demand at 85.51 million barrels per day ernments of a number of countries intro- ficult credit market, has produced a in 2001 and 87.06 million barrels per duced rescue packages to alleviate the marked fall in activity. At the start of day in 2011. chaos caused by ensuring there was a 2010 the utilisation rate for semi-sub- functioning banking industry, among mersible rigs fell by 88%, while for jack- The fact that the price of oil appears to other things. This proved crucial and nec- up rigs the fall amounted to 74%. In have stabilised at around USD 80 per essary to ensure viable projects/compa- addition to this, 39 semi-submersible barrel provides grounds for optimism. nies obtained the financing they needed. rigs and 61 jack-up rigs are under con- There are indications from several quar- At year-end 2009, many of the financial struction. ters that the activity in offshore is in the markets have recovered significantly and process of increasing again. The plans to indications of growth are also being seen The demand for oil is strongly linked to increase activity in deep waters are es- in the non-financial markets as well. the performance of the global economy. pecially important for Farstad Shipping. There are now clear indications of a This will also result in an increased need The driving force behind the expansive gradual improvement in the global econ- for operations linked to the installation, offshore activity in autumn 2008 was omy. This is creating expectations of an servicing and maintenance of subsea the high oil price and the oil companies’ increased demand for oil. The US Depart- wells and installations. Subsea activity need to increase oil reserves. This opti- ment of Energy’s statistical unit, Energy is undergoing rapid development and D E V E L O P M E N T I N O I L- P R I C E 150 USD Source: Bloomberg 120 90 60 30 0 99 00 01 02 Per barrel 82 annual report - farstad shipping asa 03 04 05 06 07 08 09 contributing to the further development relatively rapidly towards the levels we coming period. We will continue to renew of the traditional supply vessels seg- saw in spring/summer 2008. the fleet in accordance with our custom- ment. ers’ needs, with an emphasis on health, The market for offshore supply vessels safety and the environment. With locally A low level of exploration activity in the in 2009 was characterised by reduced anchored companies and qualified per- preceding period resulted in the propor- activity combined by a steadily increas- sonnel both onshore and offshore we are tion of new, potential oil fields falling in ing supply of tonnage. This has produced present in our most important markets. both number and size. At the same time an imbalance between the supply of and In the years ahead we will continue to production volumes from existing fields demand for supply vessels. Rates have develop the company’s competitive posi- have been falling. This has a negative ef- developed negatively in all markets. At tions, expend substantial resources on fect on the coming year’s production the start of 2010 there were still 375 recruitment, and enhance our employees’ capacity. EIA’s current production esti- large and medium-sized supply vessels skills. mates for 2010 and 2011 are 85.71 on order. This corresponds to an increase and 86.69 million barrels respectively. of 38%. A large increase in activities is If one compares these figures with the required before this overcapacity will be demand forecasts above, the expecta- absorbed. Everything indicates that we tion now is that as early as in 2011 less will be far into 2011 before the balance oil will be being produced then there is in the market will have a significant influ- demand for. The consequence of the low ence on the level of rates. level of investment in searching for and extracting oil in recent years may there- Farstad Shipping is well equipped, both fore be an oil price that once again rises financially and operationally, to meet the annual report - farstad shipping asa 83 R E S P O N S I B I L I T Y S TAT E M E N T We confirm, to the best of our knowledge, sets, liabilities, financial position and position of the entity and the group, to- that the financial statements for the pe- profit or loss of the entity and the group gether with a description of the principal riod 1 January to 31 December 2009 taken as a whole. We also confirm that risks and uncertainties facing the entity have been prepared in accordance with the Board of Directors’ Report includes and the group. current applicable accounting standards, a true and fair review of the development and give a true and fair view of the as- and performance of the business and the Aalesund, 15 March 2010 Sverre A. Farstad Chairman Janne-Grethe Strand Aasnæs Director 84 annual report - farstad shipping asa Per Norvald Sperre Deputy Chairman Bjarne Sælensminde Director Gro Bakstad Director Astrid Koppernæs Director Bjørn Havnes Director Karl-Johan Bakken Chief Executive Officer PROFIT AND LOSS ACCOUNT Parent Company 2008 Farstad Shipping ASA (NOK 1 000) 2009 Group NOTE 2009 2008 Operating income: - 89 249 - 99 046 Freight income Other income 3 237 111 20 468 2 943 241 15 383 89 249 99 046 Total operating income 20 3 257 579 2 958 624 - - 2 - 61 050 89 249 99 046 Total income 3 257 579 Operating expenses: - - Crewing expenses vessels 4 5 21 (926 878) - - Other operating expenses vessels (421 208) (88 521) (106 829) Administration 4 6 17 19 24 (173 333) 3 019 674 Profit on sale of fixed assets Total operating expenses (789 673) (350 428) (150 443) (88 521) (106 829) 20 (1 521 419) (1 290 544) 728 (7 783) Operating profit before depreciation (EBITDA) 1 736 160 1 729 130 (1 298) (2 368) Depreciation (454 909) (365 438) (570) (10 151) Operating result (EBIT) 20 1 281 251 Financial items: 544 324 1 307 443 Financial income 78 243 (38 959) (20 025) Financial expenses (304 153) (5 866) (4 975) Realised agio (disagio) 18 843 (4 343) (9 148) Unrealised agio (disagio) 349 506 1 363 692 495 156 1 273 295 86 200 (307 942) 83 122 (315 804) 26 27 29 142 439 (454 424) 494 586 1 263 144 Tax and results: Pre-tax profit 1 423 690 909 268 (4 058) (8 184) Tax 14 507 813 316 287 490 528 1 254 960 Profit for the year 12 20 1 931 503 1 225 555 490 528 - 1 254 960 - Majority share of the profit for the year Minority share of the profit for the year 1 931 546 (43) 1 225 713 (158) 49.53 49.53 31.43 31.43 Net financial items 13 Earning per share (NOK) Earning per share diluted (NOK) 3 3 annual report - farstad shipping asa 85 BALANCE SHEET Parent Company 31.12.08 31.12.09 - 8 487 - 12 843 9 807 490 763 514 711 - 12 494 - 4 658 22 660 1 435 361 673 814 Farstad Shipping ASA (NOK 1 000) ASSETS: NOTE Group 31.12.09 31.12.08 Fixed assets: Goodwill 16 30 247 Vessels etc. 13 20 10 237 712 Contracts newbuilds 11 13 191 242 Deferred tax benefit 14 - Other long-term receivables 21 24 977 Receivables from Group companies 18 - Shares 10 5 170 30 247 7 871 618 495 380 54 831 14 517 5 123 1 036 611 2 148 987 Total fixed assets 10 489 348 Current assets: 7 164 7 754 Account receivables, freight income 22 473 130 - - Bunkers and other inventories 29 743 105 061 117 093 Other short-term receivables 8 296 126 - - Forward currency and interest contracts 27 15 671 154 650 98 750 Other current financial assets 10 188 291 335 234 290 029 Cash and cash equivalents 10 1 525 413 8 471 716 533 327 19 665 144 245 198 998 1 544 379 602 109 513 626 Total current assets 2 528 374 2 440 614 1 638 720 2 662 613 Total assets 13 017 722 10 912 330 86 annual report - farstad shipping asa BALANCE SHEET Parent Company 31.12.08 Farstad Shipping ASA (NOK 1 000) 31.12.09 EQUITY AND LIABILITIES: NOTE Group 31.12.09 31.12.08 39 000 39 000 198 396 198 396 Paid-in capital: Share capital 24 39 000 Share premium reserve 198 396 39 000 198 396 237 396 237 396 Total paid-in capital 237 396 Retained earnings: 897 633 1 957 331 Other equity 28 6 014 499 237 396 4 201 936 897 633 1 957 331 Total retained earnings 6 014 499 4 201 936 - - Minority interests - 656 1 135 029 2 194 727 Total equity 6 251 895 Non-current liabilities: 56 146 60 118 Pension liabilities 21 60 118 - - Deferred tax liabilities 14 14 902 - - Tax liabilities and environmental fund 14 28 - 299 375 299 675 Interest-bearing mortgage debt 25 29 5 466 499 4 439 988 355 521 359 793 Total non-current liabilities 5 541 519 Current liabilities: 83 395 52 368 Accounts payables 177 019 - - Taxes payable 14 22 325 - - Forward currency and interest contracts 27 - 64 775 55 725 Other current liabilities 9 253 193 - - Current portion of interest-bearing debt 25 29 771 771 5 284 379 148 170 1 187 963 1 224 308 56 181 508 476 4 719 722 204 593 99 514 153 134 220 041 510 681 108 093 Total current liabilities 503 691 467 886 Total liabilities 6 765 827 6 472 342 1 638 720 2 662 613 Total equity and liabilities 13 017 722 10 912 330 Aalesund, 15 March 2010 Sverre A. Farstad Chairman Janne-Grethe Strand Aasnæs Director Per Norvald Sperre Deputy Chairman Bjarne Sælensminde Director Gro Bakstad Director Astrid Koppernæs Director Bjørn Havnes Director Karl-Johan Bakken Chief Executive Officer annual report - farstad shipping asa 87 S TAT E M E N T O F C A S H F L O W Parent Company 2008 Farstad Shipping ASA (NOK 1 000) 2009 Group NOTE 2009 2008 494 586 1 263 144 (543 968) (1 307 443) 22 147 13 880 - 1 - - 1 298 2 368 2 281 - 2 167 (590) 45 298 (31 027) (734) 3 972 - 9 148 (50 164) (21 044) Cash flow from operating activity: Pre-tax profit 1 423 690 Interest income/dividend received (78 243) Interest costs 26 278 484 Paid taxes (8 119) Profit on sales of fixed assets 2 - Ordinary depreciations 13 454 909 Writedown long-term shares - Trade debtors (increase) / decrease 22 60 197 Trade creditors increase / (decrease) (27 574) Difference in pension cost and pension premium paid 3 937 Unrealised foreign exchange loss / (gain) 26 (349 506) Changes in prepayment and accruals (136 502) (27 089) (67 591) Net cash flow from operating activity A 1 621 273 Cash flow from investment activity: 90 226 - Sale of fixed assets (sales price) 2 - (5 874) (6 375) Investment in fixed assets and contracts newbuilds 13 (2 516 865) (142 022) (159 103) Purchase of shares - 16 452 (953 746) Changes in long-term receivables (10 460) 41 934 36 682 Interest income 78 165 502 034 1 270 761 Dividend received 78 (126 800) 43 048 Other investments 10 660 375 950 231 267 Net cash flow from investment activity B (2 438 422) Cash flow from finance activity: 299 375 - New long-term debt 29 1 891 827 (300 000) - Repayment of debt 29 (618 211) (156 000) (195 000) Dividend paid 23 24 (195 000) (22 147) (13 880) Interest costs 26 (278 484) (6 207) - Transactions posted direct to equity - (184 979) (208 880) 163 882 (45 204) - - Net cash flow from finance activity 909 268 (86 200) 298 223 (141 230) (61 050) 365 438 (192 127) 39 019 (540) 315 804 54 780 1 501 385 85 313 (1 462 727) (4 590) 86 112 88 72 258 (1 223 546) 1 268 000 (764 513) (156 000) (298 223) - C 800 132 49 264 A + B + C (17 017) 327 103 Net currency exchange differences subsidiaries (1 949) 27 786 Net changes in liquidity over the year 171 352 335 234 Cash and cash equivalents at 01.01 1 544 379 1 189 490 335 234 290 030 Cash and cash equivalents at 31.12 1 525 413 1 544 379 10 88 annual report - farstad shipping asa S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E Parent Company 2008 490 528 Farstad Shipping ASA (NOK 1 000) 2009 Group NOTE 2009 2008 Profit for the year 1 931 503 1 225 555 27 14 82 135 (3 538) (101 813) 14 347 - - Translation effects foreign operation 7 - Change to environmental fund (262) Other equity effects 78 597 (1 949) (335) (296) (87 466) 27 786 6 (6 207) (262) Total other comprehensive income 76 017 484 321 1 254 698 Total comprehensive income for the year 2 007 520 Total comprehensive income attributable to: 484 321 1 254 698 Majority share 2 007 563 - - Minority share (43) Comprehensive income per share (NOK) 51.47 Comprehensive income per share diluted (NOK) 51.47 (59 674) 1 254 960 Other comprehensive income: - - Change in foreign exchange contracts - - Change in deferred tax - - - (6 207) annual report - 1 165 881 1 166 039 (158) 29.89 29.89 farstad shipping asa 89 S TAT E M E N T O F C H A N G E S I N E Q U I T Y Farstad Shipping ASA (NOK 1 000) Parent Company Paid-in capital Note Share- capital Retained earnings Share- Currency and Translation- Other premium interest hedging effects equity fund instruments Total majority interest Minority interest Total equity Equity at 31.12.07 39 000 198 396 0 0 569 312 806 708 0 Profit for the year 490 528 490 528 Other comprehensive income (6 207) (6 207) Dividend payment 2007 (156 000) (156 000) 806 708 490 528 (6 207) (156 000) Equity at 31.12.08 39 000 198 396 0 0 897 633 1 135 029 0 1 135 029 Profit for the year 1 254 960 1 254 960 1 254 960 Other comprehensive income (262) (262) (262) Dividend payment 2008 23 24 (195 000) (195 000) (195 000) Equity at 31.12.09 39 000 198 396 0 0 1 957 331 2 194 727 Farstad Shipping ASA (NOK 1 000) Paid-in capital Note Share- capital 0 2 194 727 Group Retained earnings Share- Currency and Translation- Other premium interest hedging effects equity fund instruments Total majority interest Minority interest Total equity Equity at 31.12.07 39 000 198 396 26 364 115 863 3 049 670 3 429 293 814 3 430 107 Profit for the year 0 0 1 225 713 1 225 713 (158) 1 225 555 Other comprehensive income (87 466) 27 786 6 (59 674) (59 674) Dividend payment 2007 (156 000) 156 000) (156 000) Equity at 31.12.08 39 000 198 396 (61 102) 143 649 4 119 389 Profit for the year 0 0 1 931 546 Other comprehensive income 27 78 597 (1 949) (631) Dividend payment 2008 23 24 (195 000) Sale minority interest 1 931 546 (43) 1 931 503 76 017 76 017 (195 000) (195 000) 0 (613) (613) Equity at 31.12.09 39 000 198 396 6 251 895 90 annual report - farstad shipping asa 17 495 141 700 5 855 304 4 439 332 656 4 439 988 0 6 251 895 n ot e s t o t h e a c c o u n t s ( NO K 1 0 0 0 ) note 1 – ACCOUNTING PRINCIPLES Farstad Shipping ASA is a public limited com- Certain new standards, changes and inter- critical accounting estimates. It also requires pany with its head office in Ålesund, Norway. pretations of the standards that have been management to exercise its judgment in the The Group operates a shipping business that published, but have not come into effect, have process of applying the Company’s account- primarily focuses on the operation of offshore not been utilised in the annual accounts as ing policies. The areas involving judgment or vessels for the oil industry. The company’s per 31.12.09. This applies change in IFRS complexity, or areas where assumptions and shares are listed on the Oslo Stock Exchange. 2 Share-based payment, change in IFRS 3 estimates are significant to the consolidated The annual accounts were approved by the Business combinations, a new IFRS 9 Financial financial statements are value of vessels, use- Board of Directors on 15th March 2010. The instruments, revised IAS 24 Related party ful lifetime for vessels, capitalization and de- final annual accounts are approved by the Disclosures, revised IAS 27 Consolidated preciation of deferred maintenance, tax, pen- Annual General Meeting. and separate financial statements, change sion liabilities and damage compensation. The most important accounting principles in IAS 32 and 39 Financial instruments, new Revision to accounting estimates/ provisions used in the preparation of the consolidated IFRIC 16 Hedge of a net investment in a for- are recorded in the period in which the esti- accounts, which are prepared pursuant to the eign operation, new IFRIC 18 Transfers of mates are revised if the revision affect that International Financial Reporting Standards Assets from Customers and new IFRIC 19 period, or in the period of revision and future (IFRS) and the interpretations stipulated by Extinguishing Financial Liabilities with Equity periods if the revision affects both current the International Accounting Standards Board Instruments. Some of these could affect the and future periods. A provision is recognised (IASB), are described below: Group from 1st January 2010 or later. It is not when the Group has an obligation (legal or self- expected that these standards will have any imposed) as a result of a previous event, it is Primary principle substantial impact on the group’s financial probable (more likely than not) that a financial The EU has decided that listed enterprises in statements. settlement will take place as a result of this the EU must adopt the International Financial The consolidated accounts and the accounts obligation and the size of the amount can be Reporting Standards (IFRS) for their consoli- for parent company Farstad Shipping ASA measured reliably. Please also refer to Note 15. dated accounts from and including the pres- have been prepared and presented in accord- entation of their 2005 annual accounts. This ance with International Financial Reporting Principles of consolidation also applies to Norwegian listed companies Standard (IFRS). The consolidated accounts The consolidated financial statements include due to the EEA Agreement. The accounts are have been prepared based on historic cost the parent company Farstad Shipping ASA presented on the basis of the IFRS stand- principle. The exception is derivates (forward and its subsidiaries in which Farstad Shipping ards and the interpretations that apply for exchange contracts and interest rate hedg- ASA owns directly or indirectly more than annual accounts that are presented as per ing contracts), short-term shareholdings and 50% of the shares or has controlling power 31.12.09. The Group has implemented the bonds, which are booked at their fair value. over. The subsidiaries are specified in note 10. Different accounting principles that apply in following new amended standards and interpretations this year: IFRS 7 Financial instru- Statement of comprehensive income subsidiaries are adjusted prior to consolida- ments - disclosures: Amendment effective The revised standard prohibits the presenta- tion, such that the consolidated accounts are from 1 January 2009. The amendment re- tion of items of other income and expenses presented pursuant to uniform principles for quires enhanced disclosures about fair value (that is, ‘non-owner changes in equity’) in the all group companies. All internal balances, measurement and liquidity risk. Revised IAS statement of changes in equity, requiring transactions and results that arose between 1 Presentation of financial statements – re- ‘non-owner changes in equity’ to be presented the companies have been eliminated in the quires a new statement with presentation of separately from owner changes in equity in consolidated accounts. Shares and ownership items of income and expenses (that is, ‘non- a statement of comprehensive income. As a interests in subsidiaries are booked at their owner changes in equity’) separately from result the group presents in the statement of acquisition costs and are eliminated against owner changes in equity in a statement of changes in equity all owner changes in equity, equity in the subsidiary at the time of acqui- comprehensive income. Comparative infor- whereas all non-owner changes in equity are sition or establishment. Minority interests are mation has been represented so that it also is presented in the statement of comprehensive included in the Group’s equity. The acquisition in conformity with the revised standard. IAS income. Comparative information has been method was used when booking acquired units 23 Borrowing costs - change in accounting represented so that it also is in conformity and group eliminations. New acquired com policy in respect of borrowing costs relat- with the revised standard. As the change in panies are consolidated from the moment de- ing to qualifying assets. Change in IAS 27 accounting policy only impact s presentation termining influence is attained. Consolidated and separate financial state- aspects, there is no impact on earnings per ments - elimination of the cost method and share. Currency Transactions in foreign currency are trans- introduction of continuity of interest accounting. The implementation has no effect on the Use of estimates - allocations lated at the exchange rate at the time the equity as at 1st January 2009 or compara- The preparation of financial statements in con- transaction took place. Cash items in foreign tive figures. formity with IFRS requires the use of certain currency are translated to NOK using the ex- annual report - farstad shipping asa 91 change rate on the day of the balance sheet. own segment. Overheads are distributed in fair value through profit or loss, derivatives Non-cash items that are measured at the relation to the segment’s relative vessel share. and loans. The group classifies its financial historic exchange rate expressed in foreign Financial information concerning segments liabilities in the following categories: Financial currency are translated to NOK using the ex- and geographic distribution are presented in liabilities at fair value through profit or loss, change rate at the time of the transaction. note 20. Segment information is presented derivatives and financial liabilities at amor- Foreign currency exchange rates are booked according to IFRS 8 Operating Segments. tized cost. Classification depends on the purpose of the assets or liabilities. on an ongoing basis during the period the accounts cover. Costs- and revenue recognition The Group presents its accounts in NOK. This The group’s operational vessels are in essen- Sale of vessels is also the parent company’s functional curren- tialness leased out on time charter parties. Profit from the sale of vessels is presented at cy. The profit and loss accounts of subsidiaries The group has evaluated “IFRIC interpretation a separate line for gain/loss on sale of fixed with another working currency are translated 4 Determination whether an arrangement con- assets and is included in total for income, due to NOK at the monthly average exchange tains a lease” and has concluded that the time to the perception that these transactions are rates as assets and liabilities are translated charters (TC) represent lease of assets and are part of the regular business operations. into NOK using the rate of exchange as of therefore subject to IAS 17. The TC contracts the balance sheet date. The subsidiaries that comprise payment for factors such as hire of Government grants operate in the UK (GBP), Brazil (BRL), Australia crew. Lease income from the lease of vessels Government grants from the authorities are (AUD) and Singapore (USD) use a functional is recognised on the profit and loss account us- not recorded until it is reasonably certain currency other than NOK. ing the straight line method for the duration of that the company will meet the conditions The translation differences associated with the lease period. The lease period starts on the stipulated in connection with the receipt of foreign currency related to the foreign subsi- date the vessel is made available to the leaser, the grants and that the grants will be received. dies have been booked against comprehen- and terminates on the agreed date for return Government grants are recorded as deduc- sive income. The accumulated conversion of the vessel. Crew hire and payments to cover tions from the cost that the grants are meant differences associated with subsidiaries are other operating expenses are reported as in- to cover. booked upon the sale of investments in foreign come according to the straight line method for subsidiaries. the duration of the agreement. IFRIC-4 involves Goodwill no change in the revenue recognition principle. Goodwill is the difference between acquisi- Investments in joint ventures Freight income is booked in the period in which tion costs and the Group’s share of net fair Jointly controlled ventures are ventures that the service was performed. Income and costs value of the identifiable assets at the time of the Group controls jointly via a contractual associated with charter parties are recognised the acquisition. Goodwill is reviewed annually agreement between the parties. A jointly con- in the accounts on the basis of the number of for impairment, and entered in the balance trolled company entails the establishment of days the contract lasts for and after the end of sheet at acquisition cost less impairment a separate entity in which each of the parties the accounting period. Revenues from the sale losses. owns a share and where there is otherwise of vessels are recorded in the income statement When assessing the need to amortize good- joint control. once delivery to the new owner has taken place. will, goodwill at the acquisition time is allo- Farstad’s share of Brazil Offshore Service Interest income is recorded as interest ac- cated to the actual cash generating unit that (BOS) (50 %) and Atlantic Marine Overseas crues. The parent company incomes consists of benefits from the acquisition. Corporation (AMOC) (50 %) are entered management fees from other companies in the using the principal of proportional consoli- Group and are entered as income continuous as Depreciation of vessels and other fixed dation (gross method). Accordingly, Farstad per agreements between the companies. assets Shipping’s share of the company’s assets, Vessels are included in the consolidated bal- debts and margins are included in Farstad Cash and cash equivalents ance sheet at their cost price with deductions Shipping’s financial statements respectively. Cash includes cash in hand and at bank. Cash of the year’s and previous years’ ordinary de- Balance sheet items and result items directly equivalents are short-term liquid investments preciation. The vessels are depreciated line between the company and Farstad Shipping that can be immediately converted into a arly to a corresponding value of 50 % of new are eliminated in proportion to the ownership known amount of cash and have a maximum build price over defined period of use of 20 share Farstad Shipping has in the company. term to maturity of three months. years, taking into account an estimated mar- ket value (residual value) of the vessels upon Investments in associated companies Accounts receivables expiry of their period of use. These residual Associated companies are entities in which Accounts receivables are recognised at face values are based on a conservative estimate the influence. value less provision for bad debts. Provision of what we believe the vessels can be sold for Investments in associated companies are for bad debts is made on the basis of signifi when they are 20 years old. When a vessel is booked according to the equity method. cant uncertainty related to specified out- older than 20 years old, the residual value is standing items. depreciated linearly by 10% per year, based Segment on an assumed useful life of 30 years, but Segments are reported in the same manner Valuation and presentation of current always valued against the estimated residual as internal reporting to the company’s highest assets value. The vessels are decomposed in vessel decision-maker. The Corporate Management Current assets in the form of shares and pri- and deferred maintenance. is defined as the company’s highest decision- mary capital certificates are valued at their maker and is responsible for allocation of re- market value. The value of other short-term Depreciation for other fixed assets is calcu- sources to and consider profitability in the receivables, bunkers and other inventories are lated on a straight-line basis over estimated different segments. The main business areas face value reduced by expected future losses. useful lifetime. service (SUBSEAs) and platform supply serv- Financial assets and liabilities Write-down of fixed assets ices (PSVs). The group classifies its financial assets in The booked values of vessels and other fixed Other minor business is categorised into its the following categories: Financial assets at assets are reviewed for impairment when Group has considerable are anchor handling services (AHTSs), subsea 92 annual report - farstad shipping asa events or changes in circumstances indi- loss account and costs associated with previ- Equity and liabilities cate the booked value may not be recover- ous periods’ pension earnings, which are not Financial instruments are classified as liabili- able. If any such indications exist and where recognized in the profit and loss account. The ties or equity in accordance with the under the booked value exceeds the estimated defined benefit obligation is calculated annu- lying economical realities. Interest, recoverable amount, the assets are depreci- ally by several independent actuaries, using gains and losses relating to a financial instru- ated to their recoverable amount as for fixed the straight-line earnings method. ment classified as a liability will be presented assets is the greater of the net selling price Estimate deviations that are due to new infor- as an expense or income. Amounts distributed and utility value. As an approach to net sell- mation or changes to actuarial assumptions to holders of financial instruments that are ing price for the vessels the value estimates in excess of the largest of 10% of the value of classified as equity will be recorded directly obtained from three independent Norwegian pension assets or 10% of pension obligations in equity. Translation differences arise in con- shipbrokers is used. The broker’s estimates are booked in the profit and loss account over a nection with exchange-rate differences of assume the vessels are without any charter period that corresponds to the employees’ ex- consolidated foreign entities. Exchange-rate contracts and available for immediate sale on pected average remaining period of employment. differences in monetary amounts (liabilities the market. The estimated pension assets or obligations or receivables) which are in reality a part of a for the employees are gross recorded as a company’s net investment in a foreign entity Maintenance costs long-term receivable and debt on the balance are also included as translation differences. Periodic maintenance is capitalized, and de- sheet. The current year’s change in net pen- preciated normally at 25% over 12 months sion obligations then becomes a pension cost Tax and 75% over the period to next deferred in the financial statement. Employers’ national The Group is organized in compliance with the maintenance/ docking, normally every 30. insurance contributions are allocated for the tax regime for shipping companies in Norway, month. Upon delivery of new vessels, a portion Norwegian pension obligations. dividend, Singapore and British Tonnage Tax. The parent company, Farstad Shipping is not within this of the cost of the vessel is valued as deferred maintenance. If a vessel is sold, the capita Defined contributions plans regime. In December 2007, the Norwegian lized deferred maintenance is deducted from The Group’s defined contribution plan is a re- parliament adopted a new shipping company the profit. tirement plan in which the Group pays fixed tax scheme with accounting effect from and contributions to a separate legal entity. For including the 2007 financial year. This new Contracts new builds defined contribution plans, the Group con- scheme entails no tax on profits or tax on divi- Paid instalments for new builds are entered tributes to a public or privately managed dends from companies within the scheme. Net as fixed assets as each payment take place. insurance plan for retirement payment, on a finance, allowed for some special regulations, Investments regarding the new vessel that are compulsory agreed-upon, or voluntary basis. will continue to be taxed on an ongoing basis not included in the contract, such as inspec- The Group has no further payment obliga- at a rate of 28%. tion costs, and other related costs and rebates tions once these contributions have been The rules for the transition from the old to the during construction are capitalized. Vessels paid. Contributions are booked as costs on an new regime are designed such that the ac- under construction are not depreciated until ongoing basis taking into account up-to-date cumulated tax-free profit becomes taxable the asset is taken into use. accruals. Please also refer to note 21. on the entry into force of the regime. The tax cost’s nominal amount was recognised in its All vessels for delivery next year have loan approvals. Workshop payments, inspection Financial instruments entirely as a tax cost in 2007. Two thirds of costs and a minor portion of the construction Financial instruments within the scope of IAS the tax is payable in 10 equal instalments over contract are financed using our resources. 39 are classified into the categories financial 10 years. Changes to IAS 23 Borrowing Costs means assets at fair value against the result, lending Meanwhile, a Supreme Court judgement of that borrowing costs linked to qualified as- and receivables, hedging and financial liabili- 12th February 2010 found in favour of the sets can no longer be recognised as costs, ties at amortized cost. shipping industry and agreed that the transi- but must be recognised on the balance sheet The company utilises some extent of hedge tional rules from 2007 were unconstitutional. together with the asset. The company has not accounting in the accounts. Hedge account- The provision for tax was therefore reversed incurred such borrowing costs. ing is used when longer contracts in foreign with effect for 2009. Tax that was paid for currency are hedged for the entire period of the 2007 and 2008 financial years is recog- Pension costs and obligations the contract. Hedge accounting is also used nised as a current receivable on the balance Group companies have various retirement when interest rate swap agreements are used sheet. Interest has not been calculated for this plans. The group has both defined benefit and to hedge interest rates and mortgages. Both receivable. defined contribution plans. types of hedging represent cash flow hedging. One third of the tax of the total tax was allo- Hedging instruments that are considered ef- cated to the fund for environmental measures Defined benefit plans fective means of hedging are entered into the under non-current liabilities and the tax is The Group’s defined benefit plans are retire- balance sheet at their fair value, and changes waived if the amount can be invested in envi- ment plans that define a pension payment to in fair value are entered to other comprehen- ronmental improvement measures by 2021. be received by an employee at retirement age; sive income. Amounts that are entered to oth- In 2008, the environmental fund was reversed defined benefit plans are financed through er comprehensive income are entered in the as tax income and is recognized under equity contributions to insurance companies or pen- period in which the hedged transaction affects as of 31st December. The basis for this was a sion funds. Pension payments usually depend the profit and loss account. press release from the Ministry of Finance on on one or more factors such as age, number When the hedging transaction is signed, the 20nd January 2009 announcing a proposal to of years of employment at the company, and connection between the hedging instruments discontinue the deadline of 15 years for imple- salary level. The balance sheet liability associ- and the hedged objects are documented, the menting the environmental measures. ated with defined benefit plans is the present purpose of the risk management, and the The company has tax increasing temporary value of the defined benefits on the balance strategy on which the various hedging trans- differences posted in the balance sheet as a sheet date less the fair value of pension plan actions are based. deferred tax liability. Deferred tax assets are assets, adjusted for estimate deviations that See also note 27 and 28. recognized when it is probable that the com- have not been recognized in the profit and pany will have a sufficient profit for tax pur- annual report - farstad shipping asa 93 poses in subsequent periods to utilize the tax Cash flow statement Contingent obligations and assets asset. Deferred tax and deferred tax assets The Company uses the indirect model when Contingent obligations are not booked in are recognized at their nominal value and clas- presenting its cash flow statement. Bank de- the annual accounts. Significant contingent sified as non-current asset investments (long- posits and money market funds are included in obligations are reported with the exception term liabilities) in the balance sheet. cash and cash equivalents. of those contingent obligations in which the Taxes in the profit and loss account represent likelihood of the obligation arising is very a reversal of tax allocated to the fund for en- Operating leases unlikely. vironmental measures, the payable tax for the Leases for which most of the risk and return A contingent asset is not booked in the annual period, partly a tax on gross freight income associated with the ownership of the as- accounts, but reported if there is a certain abroad and changes in deferred tax. Tonnage set have not been transferred to the Group level of probability that the Group will attain a tax within the regime is classified as an ope are classified as operating leases. Lease benefit. rating cost and because of the size of Farstad payments are classified as operating costs Shipping’s vessels it is insignificant. and recognized in the income statement in a Research and development Deferred tax is recognised in the accounts straight line during the contract period. Research and development costs are booked directly against equity to the extent that it as costs on an ongoing basis when the criteria relates to items recognised in the accounts Lease of vessels – leasing obligations directly against equity. Lease agreements concerning vessels in Please also refer to note 14. which the Group has largely assumed the risk Events after the balance sheet date are classified as financial leasing. Upon the New information on the company’s positions at Result per share start of the lease period the asset is activated the balance sheet date is taken into account in The calculation of the result per share is based in the balance sheet as a vessel and the lease the annual financial statements. Events after on the majority’s share of the result with the obligation is correspondingly included as long- the balance sheet date that do not affect the use of the time weighted average number of term and short-term liabilities. Depreciation is company’s position at the balance sheet date, outstanding shares throughout the year. implemented in the same manner as it is for but which will affect the company’s position in owned vessels and quarterly paid leasing pay- the future, are stated if significant. for capitalization of the costs are not met. Dividends ments are booked as interest and repayments Dividends are calculated when the sharehold- (annuity repayments on leasing obligation). At er’s right to receive the payment is established present the company does not have any ves- (general meeting resolution). sels at such agreements. note 2 – PROFIT ON SALES OF FIXED ASSETS Sales of fixed assets 2009 Vessels Net Booked Profit sales price value 2009 No sale of vessels - - - 0 0 0 Net Booked Profit sales price value 2008 Total profit on sales - Group Sales of fixed assets 2008 Vessels Lady Dawn 85 313 24 263 61 050 Total profit on sales - Group 85 313 24 263 61 050 note 3 – EARNINGS PER SHARE Share Capital: The company’s share capital is NOK 39,0 mill., distributed across 39.000.000 shares with a nominal value of NOK 1.00 in one share class. At the Annual General Meeting one share has one vote. 94 annual report - farstad shipping asa Group results Of which the minority's share Average number of shares Results/diluted earnings per share (NOK) 2009 2008 1 931 503 1 225 555 (43) (158) 39 000 000 39 000 000 49.53 31.43 note 4 – PAYROLL EXPENSES, NUMBER OF EMPLOYEES Parent Company Farstad Shipping ASA 2008 2009 36 324 45 160 6 602 7 771 8 194 14 036 1 953 2 647 53 073 69 612 Wages and salaries Group (Note 19) Social security costs Pension costs (Note 21) Other contributions Payroll expenses 2009 2008 737 455 613 630 108 349 89 086 85 850 79 322 111 902 100 963 1 043 555 883 002 Payroll expenses for the group constitutes NOK 926 877 (NOK 789 673) across crews on vessels and NOK 116 677 (NOK 93 329) of administration. The average number of man-year in the administration in Ålesund, Aberdeen, Macaé, Rio, Singapore og Melbourne was 154 (141) and the number of crew members onboard vessels in 2009 was 1 571 (1 415) note 5 – GOVERNMENT GRANTS Parent Company 2008 Farstad Shipping ASA Group 2009 - - - - 0 0 Net pay scheme at NOR-vessels 2009 2008 48 850 48 838 Refund scheme for temporary and work experience positions for sailors in training Government grants for the reduction of crew costs 338 370 49 188 49 208 note 6 – RELATED PARTIES The company’s largest shareholder is Tyrholm & Farstad AS in Ålesund with a holding of 40,5%, and is defined as a related party. Farstad Shipping ASA has a lease agreement for main office premises in Ålesund with Tyrholm & Farstad AS. This agreement is fixed to the end of 2012, with option for further 5 year extension and con- stitutes an annual cost of NOK 3 786 (NOK 3 707 in 2008). Previous IT-agreement is substantially decreased as most ITservices now are purchased from external consultants. At 31.12.09 the company had a debt of NOK 207 ( NOK 509 i 2008) payable to Tyrholm & Farstad AS. Farstad Shipping ASA owns 50% of BOS Navegacao SA and 50% of Atlantic Marine Overseas Co. (AMOC) through Farstad Brasil AS, see note 12, and are thus defined as related parties. Accounts receivable from BOS Navegacao is NOK 4 246 (accounts payable NOK 1 294 in 2008) and a long-term loan to AMOC of NOK 20 409 (zero in 2008). NOTE 7 – CONVERSION TO PRESENTATION CURRENCY Investments in foreign subsidiaries are translated using the exchange rate as of December 31st for the balance sheet, while monthly average exchange rates are used for the profit and loss statement. Exchange rate differences that arise as a result of this amounted to a disagio of NOK 1 949 (agio NOK 27 786 in 2008). Exchange rates used in the annual report: Exchange rates 1.1.2009 USD - American dollar Average exchange 2009 Exchange rates 31.12.2009 5.7767 6.9989 6.2481 10.1210 9.7689 9.317 AUD - Australian dollar 4.8503 4.9435 5.1917 BRL - Brazilian real 2.9948 3.1600 3.32 EUR - European euro 9.8650 8.6913 8.315 GBP - British pound Note 8 – OTHER SHORT-TERM RECEIVABLES Parent Company Farstad Shipping ASA 2008 2009 3 372 3 474 30 480 29 307 689 154 - - 70 520 84 158 105 061 117 093 Loans to employees Group (Note 19) Prepaid costs Earned income Claim of tax paid in 2007/2008 Other short-term receivables (Note 28) 2009 2008 3 565 3 501 73 049 39 968 1 401 2 364 127 119 - 90 992 98 412 296 126 144 245 annual report - farstad shipping asa 95 Note 9 – OTHER CURRENT LIABILITIES Parent Company Farstad Shipping ASA Group 2008 2009 2009 2008 39 192 34 984 Tax deduction, holiday pay, days of grace, VAT, etc. 63 580 46 041 2 523 12 347 Accrued expenses 16 119 4 189 9 114 1 899 Accrued interest on mortgage debt and bonds 68 211 82 100 9 222 435 4 724 6 060 64 775 55 725 Liabilities to Group companies Other current liabilites - - 105 283 87 711 253 193 220 041 note 10 – LIQUID ASSETS, SHARES IN SUBSIDIARIES AND OTHER SHARES Parent comp. Market value/ Cash and bank deposits Money market funds Share Capital Number Ownership Equity Capital of shares shares in % Shares outstanding and equity certificates (EC): Sparebanken Møre, EC 653 430 DnB NOR ASA 16 287 990 Orkla ASA 1 286 163 Statoil ASA 7 971 625 Deep Sea Supply Plc $ 2 599 Prodjack AS, Skeie Drilling & Production $ 123 745 Solstad Offshore ASA 75 580 Northland Resources Inc. 0 TGS Nopec Geophysical Com 26 015 Prosafe ASA € 57 484 Prosafe Production Public 25 520 Norsk Hydro ASA 1 361 640 Acergy $ 389 910 Royal Caribbean Cruises $ 85 000 Seadrill Limited $ 798 270 Norske Skogindustrier ASA 1 899 460 Telenor ASA 9 947 330 Shares and primary capital certificates, total: Bonds Sparebanken Vest 10/12-2006/2012 Storebrand Eiendomsfond 21/5-2006/2012 Kredittforeningen for Sparebanker Forstædernes Bank 9/2011 Vestfold Sparebank 6/2012 Sparebanken Midt-Norge 1/3-2005/2012 Storebrand Eiendomsfond 21/5-2006/2012 Sparebanken Møre 08/18 FRN Cal Statkraft AS 06/16 FRN Hafslund ASA 06/11 FRN Sparebanken Pluss, 07/17 FRN Orkla ASA, 09/14 FRN Sparebank 1 SR-bank, 08/12 FRN Storebrand Livforsikring 08/14 Ansv Yara International ASA 09/16 DnB NOR 7,068% 2049 Sparebank 1 SR-bank, fondsobl. Bonds, total: Other current financial assets Total liquid assets 94 091 11 826 58 000 53 000 20 000 36 000 13 000 50 000 12 000 5 665 5665 112 000 4 000 2 000 1 000 7 000 40 000 Market value/ Book value Book value 227 739 1 383 025 62 290 142 388 290 029 1 525 413 Par Historical Market value/ Market value/ Total cash and cash equivalents Company Group value cost Book value Book value 1.44 % 9 409.10 0.00 % 118.26 0.01 % 72.50 0.00 % 132.50 0.02 % $ 0.40 0.05 % $ 57.60 0.03 % 26.00 0.05 % 0.00 0.01 % 3.00 0.00 % € 1.42 0.00 % 0.57 0.01 % 123.20 0.00 % $ 8.00 0.00 % $ 0.02 0.00 % $ 2.00 0.00 % 70.00 0.00 % 240.00 13 335 479 2 692 6 912 233 659 1 663 1 295 1 392 362 0 4 132 275 262 116 163 3 091 37 059 21 641 742 455 434 156 18 1 404 466 1 258 209 71 585 367 295 148 67 0 28 314 21 641 742 3 297 7 674 156 18 1 404 466 1 258 209 71 5 456 367 295 148 67 3 242 46 510 15 134 20 279 35 023 70 436 15 134 20 279 35 023 11 518 8 645 10 027 14 460 2 913 2 920 1 995 1 925 2 159 2 994 2 850 3 434 2 450 3 054 141 781 98 750 188 291 388 779 1 713 704 Current assets in the form of shares and equity certificates are included in current assets and entered at market value (from Oslo Stock exchange and Oslo Axess 31.12.09). Changes in the actual value are entered in the profit and loss account. 96 annual report - farstad shipping asa note 10 – LIQUID ASSETS, SHARES IN SUBSIDIARIES AND OTHER SHARES, cont. Company Share Capital Equity investment shares: Farstad Shipping Ltd., Aberdeen Number Ownership of shares shares in % £14 039 14 039 339 Par value Historical cost Booked value 100 152 267 153 909 153 909 1 471 1 471 245 100 1 471 1 471 1 471 Farstad Brasil AS, Ålesund 100 100 100 100 100 100 Farstad Australia AS, Ålesund 100 100 100 100 100 100 Farstad Africa AS, Ålesund 100 100 100 100 100 100 $ 51 970 51 970 002 100 343 195 343 195 343 195 Farstad Supply AS, Ålesund Farstad Shipping Singapore Pte Ltd, Singapore Farstad Contruction AS, Ålesund 2 500 1 000 100 2 500 140 000 140 000 Farstad Offshore AS, Ålesund 2 500 1 000 100 2 500 25 000 25 000 FarInvest AS, Ålesund 2 000 1 000 100 2 000 5000 5 000 Farstad do Brasil Navegacao Ltda., Macaé BRL 1 1 000 10 3 3 3 504 236 668 878 668 878 Shares in subsidiaries, total: Other equity investment shares Shares and equity investment shares, total parent company Group eliminations Other long-term shareholdings Total Group long-term shareholdings 4 701 5 617 4 936 508 937 674 495 673 814 (504 236) (668 878) (668 878) 210 287 234 4 911 5 904 5 170 Shares owned by Farstad Supply AS: Farstad International AS 100 100 100 100 100 AUD 1 720 497 528 100 8 624 8 624 $25 500 49 69 69 BRL 9 9 000 90 32 32 $200 200 000 100 1 155 1 155 Shares owned by Farstad Australia AS: Farstad Shipping (Indian Pacific) Pty.Ltd Shares owned by Farstad Africa AS: Quimbriz Farstad Shipping Lda. Shares owned by Farstad Brasil AS: Farstad do Brasil Navegacao Ltda., Macaé Shares owned by Farstad Shipping Pte Ltd, Singapore: Farstad Shipping Crewing Services Pte. Ltd., Singapore NOTE 11 – CONTRACTS NEW BUILDS The group had 2 vessels in the order book as of 31.12.09 ( 6 vessels as of 31.12.08) for delivery between January and March 2010. NOK 191 242 (NOK 495 380 in 2008) was capitalised as fixed assets relating to inspection, owners supplies, and paid contract instalments to the shipyards. Paid contract instalments are secured by a parent company guarantee from the yard. The Group’s investments are expected to total around NOK 1 173 million (NOK 3 634 million) Long-term financing is planned for approx. 71% of the investments. Instalments paid to yards for the Group’s new buildings are financed by equity capital. annual report - farstad shipping asa 97 note 12 – INVESTMENTS IN JOINT VENTURES The Group has the following investments in jointly-controlled entities Joint venture Brasil Offshore Services (BOS) Atlantic Marine Overseas Co. Country Activity Holding Brazil Shipping and operation of ships 50 % Virgin Islands Operation of ships 50 % The Group’s total holding of assets, liabilites, income and expenses related to investments in jointly-controlled entities incurred together with the other part : Group 2009 2008 Assets Current assets Fixed assets 43 955 52 895 542 537 498 972 Liabilites Current liabilities Non-current liabilities Net assets (32 371) (65 805) (286 759) (336 682) 267 362 149 380 Income Expenses 181 926 (114 949 ) 86 643 (169 998) Net result 66 977 (83 355) note 13 – VESSELS AND OTHER FIXED ASSETS (GROUP) Other fixed assets 2009 Acquisition cost Directly owned vessels Total vessels etc. Contracts new builds Total fixed assets January 1st 38 172 9 600 723 9 638 895 495 380 10 134 275 Additions 30 800 2 681 338 2 712 138 79 366 2 791 504 Disposals (3 874 ) (37 486) (41 360) (383 504) (424 864) 353 (25 624) (25 271) - (25 271 ) December 31st 65 451 12 218 951 12 284 402 191 242 12 475 644 Accumulated depreciation and impairment Balance as of January 1st 20 055 1 897 600 1 917 655 - 1 917 655 4 330 298 890 303 220 - 303 220 Disposals (2 105) - (2 105) - (2 105) December 31st 22 280 2 196 490 2 218 770 0 2 218 770 Conversion differences The year's depreciations Recognized value deferred maintenance Recognized value - 172 081 172 081 - 172 081 43 171 10 194 541 10 237 712 191 242 10 428 954 Other fixed assets 2008 Acquisition cost Directly owned vessels Total vessels etc. Contracts new builds Total fixed assets 30 023 8 315 340 8 345 363 550 795 8 896 158 Additions 8 489 1 346 496 1 354 985 242 770 1 597 755 Disposals (836) (89 612) (90 448) (298 185) (388 633) 496 28 499 28 995 - 28 995 December 31st 38 172 9 600 723 9 638 895 495 380 10 134 275 Accumulated depreciation and impairment Balance as of January 1st 17 069 1 729 127 1 746 196 - 1 746 196 3 692 243 432 247 124 - 247 124 (706) (74 959) (75 665) - (75 665) 20 055 1 897 600 1 917 655 0 1 917 655 January 1st Conversion differences The year's depreciations Disposals December 31st Recognized value deferred maintenance Recognized value 98 annual report - farstad shipping asa - 150 378 150 378 - 150 378 18 117 7 853 501 7 871 618 495 380 8 366 998 note 13 – VESSELS AND OTHER FIXED ASSETS (GROUP), cont. Change in recognized value deferred maintenance 2009 2008 Balance as of January 1st 150 378 144 010 Additions 176 507 133 433 - (9 721) Disposals on sale Conversion differences The year's depreciations Balance as of December 31st Depreciation schedule: Vessels are decomposed in vessel and deferred maintenance. The vessels are depreciated linearly to a corresponding value of 50 % of new build price over defined period of use of 20 years, taking into account residual value upon expiry of their period of use. Residual values are based on a conservative estimate of what we belive the vessels can be sold for when they are 20 years old. When a vessel is older than 20 years old, the residual value is depreciated linearly by 10% per year, based on an assumed useful life of 30 years, but always evaluated against the estimated residual value. Deferred maintenance is capitalised, and depreciated normally at 25% over 12 (3 118) 970 (151 686) (118 314) 172 081 150 378 months and 75% over the period up to next deferred maintenance/ docking, normally over 30 months. Fixtures and fittings, vehicles and office machinery etc. are depreciated linearly over 3-5 years. Buildings are depreciated over a period of up to 50 years. note 14 – TAX SITUATION Parent Company 2008 Farstad Shipping ASA Group 2009 2009 2008 12 482 Calculation of taxable profit: 494 586 1263 144 19 906 (6 712) Operating income before taxes - (901 302) Tax exemption method income (500 000) (349 891) None taxable result from subsidiaries - 27 031 2 420 8 901 - - (16 912) (19 925) Utilised accumulated carried forward deficit - (21 246) Ceded Group contribution - - None tax-deductible expenses / (none taxable income) 3% taxable income from Tax exemption method Changes in temporary differences Taxable carry-forward deficit Taxable profit Tax expense: Specification of taxes in profit and loss account: - - Tax payable in Norway 2 805 - - Tax adjustments regarding previous year ( 595) 338 - - Withholding tax 60 189 44 757 Other taxes abroad (2 824) (19 108) Changes in deferred tax from current profit 68 207 (46 176) Calculated tax payable - transition to new Norwegian tonnage tax system (635 595) (308 580) Total tax expense (507 813) (316 287) 1423 690 909 268 - - 4 058 8 184 - - 4 058 8 184 494 586 1263 144 138 484 353 680 4 058 8 184 (134 426) (345 496) 5 574 (2 236) Reconciliation of nominal and effective tax rates: Pre-tax profit Tax expense at tax rate in Norway (28%) 398 633 254 595 Recognized tax expense (507 813) (316 287) Difference between expected and recognized tax expense (906 446) (570 882) (312 698) (635 595) (5 213) (299 438) (308 580) 5 568 47 655 31 230 ( 595) 338 Explanation of differences: Effect of shipping company tax schemes Calculated tax payable - transition to new Norwegian tonnage tax system None tax-deductible expenses / ( none taxable income) - - - ( 851) Differences between foreign/Norwegian tax rates, withholding tax, etc. (140 000) (342 409) Income from investment in subsidiaries (134 426) (345 496) Difference between expected and recognized tax expense Differences between calculated/assessed previous years - - (906 446) (570 882) annual report - farstad shipping asa 99 note 14 – TAX SITUATION, CONT. Parent Company 2008 Farstad Shipping ASA Group 2009 2009 2008 Deferred tax / (deferred tax assets) at 31st December 100 ( 25) - - Property, plant and equipment 15 195 9 684 Long term loans 51 983 12 291 (7 365) (10 405) - - Financial derivates (33 494) (32 143) (4 438) (5 579) - Taxable deficit carried forward (31 513) (14 168) - 5 949 Group contribution (13 150) - - ( 177) Other temporary differences - (12 842) (4 658) (16 900) (12 842) 4 058 8 184 Pension Deferred tax / (deferred tax assets) at 31st December ( 177) - 14 902 (54 831) Specification of change in deferred tax: Deferred tax / (deferred tax assets) at 1st January Changes in deferred tax from current profit (54 831) 7 989 68 207 (46 176) 3 539 (14 347) (3 711) (2 297) 1 698 0 Changes in deferred tax against equity - - Change in deferred tax on forward exchange contracts and interest rate swaps - - Change in deferred tax posted against equity related to foreign companies - Change in deferred tax posted against equity related to Norwegian companies - - Changes in deferred tax against equity, total (12 842) (4 658) - Deferred tax / (deferred tax assets) at 31st December Tax related deficit to be carried forward is non time-limited and entails a deferred tax benefit that is activated in the balance sheet. The basis for capitalizing is that one expects a taxable surplus in the Group such that it can be utilised. Proposed dividend will not influence on neither payable nor deferred tax. In December 2007, a new tonnage tax regime was approved by the Norwegian Parliament. Transition to the new regime implies the previously assumed non-tax able profit from 1996 to end of 2006 rela ted to the old tax regime taxable. Transition tax for Farstad Shipping is calculated to NOK 953.4 mill., which will be payable over 10 years. NOK 943.5 mill were accounted for at nominal value as tax expense and tax liability in the 2007 accounts. NOK 9.9 mill. were tax adjustments to previous year, as a consequence of changes in administrative regulations after closing of accounts 2007. The Board of Directors’ opinion was that the transition rules conflicts with the The Constitution of Norway, § 97, and commenced legal proceedings against The Norwegian Ministry of Finance. On the 12th February 2010 The Supreme Court has with 6 against 5 votes, decided in favour of the ship-owners claim. This implies that the Supreme Court has concluded that the transition rules adopted by the Government in December 2007 regarding the transition from the old tax regime to the new tonnage tax system is in breach of the Constitution, § 97. As a consequence of 1 526 (16 644) 14 902 (54 831) the verdict, NOK 635.6 mill are posted as reversal of tax in the 2009 accounts, and improve the company’s equity correspondingly. Under the transition rules, up to 1/3 of the tax will be waived by the authorities, if a corresponding amount is spent on environmental measures and in accordance with detailed regulations. As a consequence of proposed changes in rules regarding the fund for environmental measures, NOK 317.8 mill are posted as reversal of tax in the 2008 accounts. With the transition to new tonnage tax rules in 2007, the environmental fund had to be posted as liability. In January 2009 the Ministry of Finance proposed a change in rules allowing the environmental fund to be posted as equity. Note 15 – CONTINGENT LIABILITIES AND ASSETS BOS Navegacao SA (BOS), Brasil, (share 50 %) has built three vessels in Brazil for longterm contracts with Petrobras. During the construction period situations arose that BOS had no control over, but which significantly changed the profitability contained in the contracts. Brazilian law provides companies with access to bring this type of matters before the courts with a view to rectifying such a financial imbalance in a contractual relationship. In light of this, BOS has brought a case against Petrobras. The case is still being considered in the courts system after it was lost in a lower court and the case was appealed. Petrobras 100 annual report - farstad shipping asa has also presented a claim for payment in connection with the delayed delivery of the vessels. Legal fees are recognized as costs as they are incurred. A proportion of our British sailors have been paid by an external crewing company. This crew company is winding up its operations. In December 2009, our sailors were transferred to Farstad’s new, wholly owned crewing company in Singapore. The sailors are members of a pension scheme in the UK. Questions have been asked about whether the winding up of the crewing company could trigger extra payments of around GBP 3-4 million to the pension fund. This claim is being challenged since we believe the pension schemes can con tinue under the same terms as before. The temporary import of our vessels into Brazil resulted in a number of cases in which the customs authorities presented claims for the payment of customs duties and fines for five of our vessels. NOK 9.2 million has been set aside for any customs duties, fines and legal fees in connection with this. Our legal counsel is of the opinion that procedural errors have been made and rejects the claims. note 16 – Goodwill Goodwill is linked to the acqusition of 100%, up from 50%, of P/R International Offshore Service ANS in june 2003, with 17 vessels primarily working in the Far East/ Australian sector. The acquisition involved the takeover of personnel and the operating company in the region, and thus an estab- lished, valuable organisation for the Group. Goodwill is not depreciated. Meanwhile, it is tested vis-à-vis writing down each year. The goodwill is unchanged at a cost price of NOK 35 937, less accumulated depreciation before 2005 of NOK 5 690 gives a net book value of NOK 30 247. The conclusion is that the current value of the recoverable amount is considerably greater than the booked value and the utility value indicates that no write-down is necessary. Note 17 – leases The Group as a lessee – operating leases The Group has entered into different operating leases for office premises, office machines, cars and communication satellite equipment for the vessels. The lease periods vary and most of the leases contain an option for extention. The lease costs are as follows: Parent Company Farstad Shipping ASA 2008 2009 5 528 5 589 5 528 5 589 Ordinary lease payments Group 2009 2008 15 544 12 920 15 544 12 920 The future minimum rents related to non-cancellable leases fall due as follows: Parent Company Farstad Shipping ASA Group 2008 2009 2009 2008 5 216 5 589 Within 1 year 13 889 12 340 14 455 9 801 1 to 5 years 22 828 21 291 - - 19 671 15 390 After 5 years 4 185 - 40 902 33 631 note 18 – ACCOUNTS RECEIVABLE – GROUP COMPANIES 31.12.09 31.12.08 Accounts receiv able from group 1 435 361 companies: 490 763 The parent company’s accounts receivable from Farstad Shipping Ltd. totals NOK 121 213 (NOK 151 914 in 2008) of which NOK 158 198 is linked to a parent company loan for purpose of the transfer of 3 vessels from Farstad Supply AS in the autumn of 2002, conversion of Far Scotia, the transfer of the new build contract for Far Spirit and at last the transfer of another 3 vessels from Farstad Supply AS in February 2007. The remaining NOK 36 985 is unrealised disagio on the parent company loan. The previous seller’s credit was converted to equity in Farstad Shipping Ltd. during 1st quarter 2008. The loan to Farstad Brazil AS, NOK 189 128 (NOK 183 423), concerns financing for new builds in Brazil. Farstad Shipping ASA’s accounts receivables from Farstad Brasil/ AMOC at a total of NOK 20 409 of which NOK 23 174 is granted for the purpose that BOS Navegacào shall repay short term bank loans. NOK 2 765 is unrealized disagio on the loan from the parent company. The loans to Farstad Australia AS and Farstad Africa AS totalling NOK 11 496 (NOK 11 046) and NOK 2 134 (NOK 2 236) respectively, concern expenses in connection with the establishment of the operating organisations in Australia and Africa. The loan to Farstad Construction AS, NOK 143 421 (NOK 140 943), concerns financing of the new building Far Samson. The loan to FarInvest AS, NOK 46 250 is granted for the purpose to perform investments in shares and bonds. The parent company Farstad Shipping ASA’s accounts receivable from Farstad Supply at a total of NOK 900 000 concerns an additional share payment for 2009. The interest on accounts receivable is calculated at market interest rates: The interest on the accounts receivable from Farstad Shipping Ltd. is calculated on a six months basis: 6 months GBP LIBOR + 0.6% margin. The interest on the ac- counts receivable from Farstad Brasil AS, Farstad Australia AS and Farstad Africa AS is calculated on an annual basis: 12 months NIBOR + 0.7% margin. The interest on the accounts receivable from Farstad Brasil/ AMOC is calculated on a six months basis: 6 months USD LIBOR + 1.0 % margin. The interest on the accounts receivable from Farstad Construction AS has in 2009 been calculated from 1st April 2008 and for the entire year of 2009 as the accounts receivable was not converted to equity in 2009 as originally planned. The interest on the accounts receivables from Farstad Construction is calculated on a three months basis: NIBOR 3 months + 1.3 % margin. The interest on the accounts receivables from FarInvest AS is calculated on a three months basis: NIBOR 3 months + 1.0 % margin. No interest has been calculated in 2009 on the accounts receivable from Farstad Supply AS, as this will be converted to equity in 2010. annual report - farstad shipping asa 101 NOTE 19 - REMUNERATION TO EXECUTIVES, BOARD OF DIRECTORS AND AUDITOR Farstad Shipping ASA 2009 Wages Pensionexpenses 2008 Other compensations Wages Pensionexpenses Other compensations Management CEO 2 663 933 880 2 484 896 891 CFO 2 093 1 133 787 1 980 934 726 Executive Vice President - Eastern Hemisphere 2 221 397 783 1 960 306 803 6 977 2 463 2 450 6 424 2 136 2 420 Charged remuneration to the members of the Board of Directors Chairman of the Board 6 members of the Board at NOK 231 765 26 703 1 389 - 1 323 98 - 2 154 26 2 026 98 Auditor's fee parent company 959 545 Certification 13 12 Tax 22 31 Auditor's remuneration Other services 120 43 1 114 631 Auditor's remuneration 1 798 1 418 Other services 1 342 512 3 140 1 930 4 254 2 561 Auditor's fee subsidiaries Total auditor’s fee Group In the event that the CEO or CFO, because of a change to the controlling stake (buyout) resigns his position or employment is terminated, is entitled to compensation corresponding to 2 years’ salary. It has been agreed that the CEO will receive an additional 6 months pay after the ordinary period of notice expires upon termination of his employment. CEO and CFO has an early retirement agreement, which provides for the right to mutually demand early retirement when he or she turns 60 years and to he or she turns 67 years. The company chairman has a cor- responding right to mutually demand early retirment when he turns 60 years and to he turns 72 years. Former CEO receives an annual pension until May 2013. The company has not issued share options to the Board of Directors or employees. The company’s management (3 persons) is subject to an incentive-based bonus arrangement whose amount has a ceiling of NOK 600 per person. These arrangements are reviewed by the Board of Directors annually. Loans to senior employees, shareholders The company issues loans of NOK 2 434 (NOK 2 184 in 2008) to the CEO and NOK 657 (NOK 635 in 2008) to the CFO. Additionally, loans of NOK 474 (NOK 682 in 2008) have been granted to other employees. In total, loans of NOK 3 565 (NOK 3 501 in 2008) were granted and security was provided for the entire amount. The interest rate is set at the normal for reasonable loans related to work relations. The repayment plans for the loans are individually adapted, and no loans have been issued to members of the Board of Directors or shareholders. Note 20 – SEGMENT INFORMATION BUSINESS SEGMENT: The Group’s activities are divided into business segments according to the type of vessel services; platform supply vessel services (PSV), anchorhandling tug supply vessel services (AHTS) and subsea services (SUBSEA). GEOGRAPHICAL REPORTING: The Group’s acitivities are principally distri buted geographically across the following sectors: Northwest Europe, Brazil, Indian Pacific and other sectors. Other sectors include, among others, West Africa and Mexico. 102 annual report - farstad shipping asa A detailed accounting overview is provided below for the various individual segments. Accounting figures for the largest geographic areas are also described in the individual markets on pages 61 to 81. Income and costs are allocated to the sector where the vessel has been operating. The distribution of costs, revenues and balance sheet values across the various sectors involves a certain degree of judgement and does not represent a good enough basis for comprehensively assessing the pro fitability of each area. Other factors that have to be taken into account are the markets’ varying needs and requirements vis-à- vis tonnage, the vessels’ varying financial lifetimes in the various markets, the age of tonnage, time of investment, future contract coverage, operating risk, tax regulations, need for local partners and varying administrative/market related follow-up of the individual vessels. Income is from external customer only. There are no internal transactions posted between areas of operations. All segments are related to continuing operations. During 2009 freight income from the company’s largest client, Petrobras in Brasil, amounted to NOK 621 million. This is approx 19.1% of total freight income. Note 20 – SEGMENT INFORMATION, cont. Business segments PSV AHTS 2009 2008 SUBSEA 2009 2008 2009 Other Consolidated 2008 2009 2008 2009 2008 215 600 132 166 20 468 15 383 3 257 579 2 958 624 56 544 - (736) 1 521 419 1 290 544 119 858 75 622 20 468 16 119 1 736 160 1 668 080 212 264 48 137 28 868 5 526 4 395 454 909 365 438 973 863 1 023 586 71 721 46 754 14 942 11 724 1 281 251 1 302 642 - 61 050 Net finance costs 142 439 (454 424) Tax expense 507 813 316 287 1 931 503 1 225 555 49 483 10 237 712 7 871 618 Freight income and other income 936 352 832 785 2 085 159 1 978 290 Operating costs 569 153 492 296 742 440 95 742 Operating result I (EBITDA) 367 199 340 489 1 228 635 1 235 850 Depreciations 146 474 119 911 254 772 Operating result II (EBIT) 220 725 220 578 856 524 Non-allocated income (gains related to sale of vessels) Net profit and loss for the year Book value ves2 907 197 2 449 402 5 819 621 4 810 769 1 439 092 561 965 sels as of 31.12 Non-allocated assets Total assets 2 780 010 3 040 712 2 780 010 3 040 712 2 907 197 2 449 402 5 819 621 4 810 769 1 439 092 561 965 2 851 812 3 090 195 13 017 722 10 912 330 Liabilites vessels 1 674 983 1 556 274 3 394 007 3 078 773 as of 31.12. 893 085 300 071 Non-allocated liabilities Total liabilities 71 802 1 674 983 1 556 274 3 394 007 3 078 773 893 085 300 071 0 0 5 962 074 4 935 118 803 753 1 537 224 803 753 1 537 224 803 753 1 537 224 6 765 827 6 472 342 Investments in fixed assets 633 063 682 882 1 353 480 946 385 925 264 7 587 56 204 94 334 2 968 011 1 731 188 Depreciations 146 474 119 911 212 264 48 137 28 868 5 526 4 395 454 909 365 438 254 772 Northwest Europe Geographical reporting: Brazil 2009 2008 2009 2008 Freight income and other income 812 708 946 250 786 181 555 314 Operating costs 460 871 362 604 333 014 278 175 Operating result I (EBITDA) 351 837 583 646 453 167 277 139 Depreciation 160 829 119 939 107 746 76 113 Operating result II (EBIT) 191 008 463 707 345 421 201 026 Investments in fixed assets 2 595 983 1 296 837 62 720 344 062 Book value vessels as of 31.12.*) 4 626 743 3 375 097 2 164 365 1 643 032 Non-allocated income (gains related to sale of vessels) Indian Pacific Geographical reporting: Freight income and other income Other Consolidated 2009 2008 2009 2008 2009 2008 1 548 889 1 344 926 109 801 112 134 3 257 579 2 958 624 Operating costs 687 410 595 819 40 124 53 946 1 521 419 1 290 544 Operating result I (EBITDA) 861 479 749 107 69 677 58 188 1 736 160 1 668 080 Depreciation 171 328 153 042 15 006 16 344 454 909 365 438 Operating result II (EBIT) 690 151 596 065 54 671 41 844 1 281 251 1 302 642 0 61 050 Non-allocated income (gains related to sale of vessels) Investments in fixed assets Book value vessels as of 31.12.*) 250 990 50 074 58 319 3 261 108 2 582 889 185 496 2 968 011 1 731 188 270 601 10 237 712 40 215 7 871 618 *) The vessels’ booked value includes provisions for deferred maintenance in the balance sheet and is distributed across geographic sectors in relation to where the ship was located at year end 2008/2009 and at year end 2009/2010. annual report - farstad shipping asa 103 NOTE 21 – PENSIONS CONTRIBUTION PENSIONS The company’s pension schemes are treated in accordance with the IFRS standard for pension costs in the accounts. See page 93 for more details of the accounting principles. Sailing personnel in Norway, officers in Australia and the UK, as well as office personnel participate in different contri bution pensions schemes in the respective countries. The pension scheme in Norway is in accordance with the requirements of the law. Changes in the pension schemes’ obligations are entered as crew costs for operating ves- sels and administration costs. The schemes cover 572 people (510 in 2008). The obligations are calculated on the basis of linear earnings. Unrealised gains and losses due to changes in the actuarial assumptions are distributed over the expected average remaining earning period. Group 2009 2008 Current service cost 20 240 15 311 Interest cost on pension liability 11 079 11 532 (11 739) (12 938) The year's pension costs: Expected return on the plan assets Administration cost Actuarial gains and losses Total pension costs 698 325 4 473 (101) 24 751 14 129 271 311 247 418 (4 691) (5 804) Pension liability and pension plan assets: Reconciliation of the present value of the pension obligation: Present value of pension obligation at beginning of the year Exchange differences Employers' national insurance contributions 3 690 3 006 Current service cost 20 240 18 610 Interest cost on pension liability 11 091 11 533 Actuarial gains and losses 12 941 11 734 Benefits paid (25 236) (15 186) Present value of the pension obligation at December 31st 289 346 271 311 176 976 204 939 Reconciliation of fair values of pension plan assets: Present value of plan assets at beginning of the year Exchange differences (1 879) (3 798) Expected return on the plan assets 11 739 16 065 1 804 (38 214) 28 330 12 358 Actuarial gains and losses Employer contributions Administration cost (698) (325) Benefits paid (23 689) (14 049) Fair values of pension plan assets at December 31st 192 583 176 976 Net pension liability (96 763) (94 335) 51 403 43 980 (45 360) (50 355) (50 355) (50 398) Unrecognised actuarial gains and losses Net pension liability at December 31 st Changes in net pension liability during the year: Net pension liability January 1st Pension liability againts comprehensive income/costs Net pension cost for the year Contributions Conversion differences Net pension liability at December 31st (262) - (24 751) (14 129) 28 330 12 358 1 678 1 814 (45 360) (50 355) Presented in the balance sheet: Capitalised plan assets included in other long-term receivables Capitalised pension liability 14 758 5 826 (60 118) (56 181) Expected contributions for next year is NOK 29 600 (NOK 16 700 in 2008). The pension obligations have been placed in various investments through external assurance companies or pension funds, and where each company or fund is fully responsible for the administration of the invested amount of all corresponding transactions regarding the pension scheme. The major categories of plan assets in percentage of the fair value of total assets as per 31.12.09: Norway Scotland Australia Equties 10 % 57 % 61 % Bonds/securities 56 % 34 % 23 % Money markets funds 16 % 3% 0% Property/Other 18 % 6% 16 % 104 annual report - farstad shipping asa NOTE 21 PENSIONS, CONT. Calculations of pension costs and net pension obligations are based on the following assumptions: Norway Discount rate Scotland Australia 2009 2008 2009 2008 2009 2008 4.40 % 4.30 % 5.80 % 6.50 % 4.80 % 3.40 % Expected return on pension plan assets 5.60 % 6.30 % 6.30 % 6.80 % 6.50 % 6.50 % Future salary adjustment 4.25 % 4.50 % 5.20 % 4.60 % 4.00 % 4.00 % Adjustment of benefits 4.00 % 4.25 % 3.70 % 3.10 % 2.50 % 2.50 % Volunteer retirement 2.50 % 2.50 % - - - - Expected use of AFP 20 % 20 % - - - - K2005 K2005 SAPS PA92 - - Mortality table Development the last 5 years of pension obligation and pension plan assets 2009 2008 2007 2006 2005 Present value of the pension obligation 289 346 271 311 247 418 226 056 246 508 Fair values of pension plan assets 192 583 176 976 204 939 197 195 191 588 CONTRIBUTION SCHEME The company has a contribution scheme for the office employees in Scotland and Australia. The scheme covers 58 (52 in 2008) fulltime employees. Posted contributions amounted to NOK 5 030 for 2009 (NOK 2 834 in 2008). Two people in the management team and the chairman have individual agreements with an early retirement option. Two former managers receive pensions from agreements with an early retirement clause. Calculations show that the obligations are NOK 22 670 (NOK 21 926 in 2008), which has been entered in the balance sheet as a liability in the accounts. The expensed payments/pensions amounted to NOK 2 210 (NOK 2 205 in 2008). Note 22 – ACCOUNTS RECEIVABLE Parent Company Farstad Shipping ASA 2008 2009 7 164 7 754 Accounts receivable Group 2009 2008 473 130 533 327 Movement in provision for losses: Parent Company Farstad Shipping ASA 2008 2009 - - Provision for losses at January 1st - - This year’s provisions Group 2009 - - Written off during the year - - Reversed provisions 0 0 Provision for losses at December 31st 2008 15 086 676 20 14 901 - (49) (14 814) (442) 292 15 086 The credit risk and foreign currency risk associated with accounts receivable are discussed in more detail in note 27, financial risks. Note 23 – PAID AND PROPOSED DIVIDEND 2009 2008 195 000 156 000 195 000 156 000 117 000 195 000 3,00 5,00 Decided and paid out through the year: Ordinary dividend Proposed dividend for approval in the Annual General Meeting (Not booked as a liability as per 31.12): Ordinary dividend Per share annual report - farstad shipping asa 105 Note 24 – SHAREHOLDER INFORMATION AND DIVIDENDS SHARE CAPITAL The company’s share capital is MNOK 39.0, distributed across 39 000 000 shares with a nominal value of NOK 1.00 in one share class. No changes in the number of shares or share capital have been done during last year. The average of outstanding shares for the fiscal year was 39 000 000 shares. At the Annual General Meeting one share had one vote. AUTHORITY OF THE BOARD OF DIRECTORS At the Annual General Meeting held on May 14, 2009 the Board of Directors was granted renewed authority to increase the share capital by issuing 3.9 million shares. This authority includes capital increases also against something else than money, so that the Board of Directors may carry out ”RISK”-AMOUNT merges, purchase of business, assets, etc. This authority also means that the Board of Directors may set the terms when issuing the shares. This authority has not yet been exercised and remains in force up to the Annual General Meeting in May 2010. The Board of Directors is authorised to purchase treasury shares of up to 10% of the share capital write-down, corresponding to the highest number of shares 3 900 000. Shares may be traded at a price between NOK 50.00 and NOK 200.00 per share. This authority has not yet been exercised and remains in force up to the Annual General Meeting in May 2010. No share options have been issued to the Board of Directors or the company’s management. TREASURY SHARES The company did not purchase treasury shares during 2009. At the end of 2009, the company has no holdings of treasury shares. As noted, the company is aut horized to purchase 3.9 million shares. Purchase of treasury shares is evaluated on an ongoing basis. DIVIDENDS The Board of Directors proposes a dividend of NOK 3.00 per share, in total NOK 117 million. It is shareholders who hold shares on the date of the Annual General Meeting who are entitled to receive dividends. The Annual General Meeting will be held on the company’s premises on May 19, 2010. Payment to shareholders will take place on June 01, 2010. SHARES OWNED BY THE BOARD OF DIRECTORS, THE MANAGEMENT AND THE AUDITOR Pr. 01.01.93NOK 0.00 Pr. 01.01.94NOK -0.50 Pr. 01.01.95NOK -0.23 Pr. 01.01.96NOK 0.00 Pr. 01.01.97NOK 0.00 Pr. 01.01.98NOK -1.00 Pr. 01.01.99NOK -1.00 Pr. 01.01.00NOK -1.00 Pr. 01.01.01NOK -0.96 Pr. 01.01.02NOK -0.88 Pr. 01.01.03NOK -1.84 Pr. 01.01.04NOK -1.86 Pr. 01.01.05NOK -4.89 Pr. 01.01.06NOK -2.95 at 31.12.09 Number of shares THE BOARD OF DIRECTORS: Sverre A. Farstad 17 094 199 Per Norvald Sperre 3 700 Gro Bakstad 0 Bjørn Havnes 0 Bjarne Sælensminde 70 000 Janne-Grethe Strand-Aasnæs 3 200 Astrid Koppernæs 0 THE MANAGEMENT: Karl-Johan Bakken 700 Torstein L. Stavseng 33 000 Joseph M. Homsey 0 THE AUDITOR: Ernst & Young AS 0 ALLOCATION OF SHARES AT 31.12.09: NORWEGIAN Share holders Total shares FOREIGN Shareholding % Share- holders TOTAL Shareholding % Share- holders Shareholding % 1- 999 787 192 331 0.5 38 12 673 0.0 825 205 004 0.5 1 000- 49 999 579 3 361 664 8.6 47 333 565 0.9 626 3 695 229 9.5 16 1 130 815 2.9 6 397 482 1.0 22 1 528 297 3.9 100 000- 499 999 8 1 399 877 3.6 8 1 413 510 3.6 16 2 813 387 7.2 More than 500 000 11 28 265 083 72.5 1 2 493 000 6.4 12 1 401 34 349 770 88.1 100 4 650 230 11.9 1 501 50 000- 99 999 TOTAL 106 annual report - farstad shipping asa 30 758 083 78.9 39 000 000 100 Note 24 – SHAREHOLDER INFORMATION AND DIVIDENDS, CONT. THE COMPANY’S 20 LARGEST SHAREHOLDERS at 31.12.09 Tyrholm & Farstad A/S THE COMPANY’S 10 LARGEST SHAREHOLDERS IN 2008 Number of Ownership shares share in % at 31.12.08 Number of Ownership shares share in % 15 796 199 40.5 Tyrholm & Farstad AS 15 796 199 40.5 Folketrygdfondet 3 941 600 10.1 Folketrygdfondet 3 941 600 10.1 Brown Brothers Harriman & CO 2 493 000 6.4 Brown Brothers Harrisman & CO 2 500 000 6.4 Pareto Aksjer Norge 1 646 410 4.2 Pareto Aksjer Norge 1 523 600 3.9 Verdipapirfond Odin Norge 1 228 334 3.1 Verdipapirfond Odin Norge 1 244 534 3.2 Jan H. Farstad 1 050 000 2.7 Jan H. Farstad 1 050 000 2.7 Sverre A. Farstad 1 000 000 2.6 Sverre A. Farstad 1 000 000 2.6 Pareto Aktiv 838 530 2.2 Pareto Aktiv 900 600 2.3 Skagen Vekst 730 000 1.9 Verdipapirfond Odin Norden 768 860 2.0 Awilco Invest AS 717 950 1.8 Skagen Vekst 730 000 1.9 Verdipapir Odin Offshore 700 000 1.8 Total 10 largest shareholders 29 455 393 75.4 30 302 749 77.7 8 697 251 22.3 39 000 000 100.0 Verdipapirfond Odin Norden 616 060 1.6 Total 1 389 Norwegian shareholders MP Pensjon 420 000 1.1 Total 114 foreigner shareholders Number of shares with 1 503 shareholders, total Skandinaviska Enskilda Banken AB 238 100 0.6 Pareto Verdi 222 350 0.6 RBC Dexia Investor Services Trust 219 900 0.6 Citibank N.A. 207 526 0.5 State Street Bank and Trust Co. 192 646 0.5 The Northern Trust Forsvarets Personellservice 188 150 151 700 0.5 0.4 Total 20 largest shareholders 32 598 455 83.6 Total 10 largest shareholders 29 442 023 75.5 Total 1 401 Norwegian shareholders 34 349 770 88.1 Total 100 foreigner shareholders 4 650 230 11.9 39 000 000 100.0 Numbers of shares with 1 501 shareholders, total NOTE 25 – MORTGAGE AND GUARANTEE LIABILITIES 2009 Parent Company 2008 Group Parent Company Group 0 6 028 567 0 5 021 753 Bank deposits - 134 987 - 98 433 Account receivables - 20 090 - 0 Vessels, at book value - 10 022 461 - 7 822 134 0 10 177 538 0 7 920 567 MORTGAGES: Debt, lease obligations and interest secured by mortgage Securities included: total In addition the Company has assigned any insurance payment as security for the debt. Witholding taxes relating to emplyees NOK 14 083 (NOK 12 984 in 2008) are committed resources deposited into separate accounts, but are included in the company's total bank deposits. Vessels booked values differ substantially from market values of NOK 13 642 500 as per 31.12.09 Markets values are an average of value estimates obtained from three independent brokers at the end of 2009 No agreements put restrictions on pledge assets. 2009 Parent Company 2008 Parent Company Group Group Guarantees: Guarantee liabilities 1 191 286 270 222 672 830 337 027 Gguarantee liabilities relates to the debt in Brazil Offshore Services. The parent company has provided guarantees for mortgage dept in Farstad Construction AS. In addition guarantees have been provided for loans to Ålesund Stadion KS NOK 825 (NOK 825 in 2008) In 2008, the company also provided a guarantee on behalf of Solnør Gaard Golfbane (NOK 400). annual report - farstad shipping asa 107 NOTE 26 – FINANCIAL ITEMS Parent Company 2008 Farstad Shipping ASA Group 2009 2009 2008 47 337 82 784 2 071 2 034 Financial income 17 287 12 146 502 034 1 251 851 24 459 30 607 3 474 4 166 Bank interest Dividends received Interest income from Group companies Realised agio - 11 305 544 1 533 547 798 1 311 609 - - 547 798 1 311 609 - - (22 151) (13 880) (13 839) (3 448) (2 281) - (688) (2 697) Other financial costs Realised disagio - - 164 331 207 711 Value increase of market-based current assets 14 959 - Other financial income 13 876 1 381 242 574 293 911 Unrealised agio 349 506 - Total financial income 592 080 293 911 (278 484) (250 763) (11 863) (35 712) (3 448) (16 419) Financial costs (9 340) (9 141) (48 299) (29 166) (4 343 ) (9 148) (52 642) (38 314) 495 156 1 273 295 Mortgage interest costs Other interest cost Value reduction of market-based current assets Write-down of other assets - (2 281) (10 358) (2 766 ) (145 488) (124 589) (449 641) (432 531) - (315 804) Total financial costs (449 641) (748 335) Net financial items 142 439 (454 424) Unrealised disagio NOTE 27 – FINANCIAL RISK, FINANCIAL INSTRUMENTS The company is exposed to financial market risk regarding currency, interest rates and freight rates through its operations. The financial market risk is monitored continuously, and the company uses financial derivatives to reduce the risk when this is considered to be beneficial. The company monitors the capital structure based on value adjusted equity among others. Excess value is added to both equi- INTEREST RISK The sensitivity regarding interest risk can be summarized as follows: The company has long term interest bea- (All other variables are unchanged) ring liabilities as described in note 29. Part of the debt is subject to variable interest rates, which means that the company is affected by changes in interest rates. Year: ty and total assets. The target is to keep the ratio above 50%. 2009 2008 Value adjusted equity 59.0% 59.9% Increase/decrease of basispoints: Effect on pre-tax profit: 2009: +/- 100 +/- 19 mill. 2008: +/- 100 +/- 22 mill. As per 31st December 2009, 48% of the company’s total long-term liabilities were fixed-rate loans. If interest rate derivatives are included, 84% of the company’s liabilities are subject to fixed interest rates. As a consequence, the company is less exposed to interest risk in 2010 compared to pre vious years. A summary of interest rate derivatives at the start of 2010 (interest rate swaps from variable to fixed interest rates): The Group’s interest rate hedging agree ments had as per 31st December 2009 a real value of NOK -29.5 million (NOK -30.7 million in 2008). Hedge accounting is used when the company has pertinent debt in the same currency as the interest rate derivate within the same legal entity in the Group. The change in fair value is in this case recog nised against other comprehensive income. In cases where there is no debt in the same currency as the interest rate derivative within the same legal entity, hedge accounting is not used and changes in fair value are 108 annual report - farstad shipping asa Currency: Amount: Interest: Weighted average remaining term: NOK 974 mill. 2.77 % - 5.17 % 3.0 years USD 128 mill. 2.32 % - 3.74 % 4.6 years GBP 61 mill. 3.30 % - 4.76 % 6.8 years recognised against the profit and loss account. Interest rate hedging increased finance costs by NOK 12.6 million in 2009 compared to variable interest rates. The corresponding figure for 2008 was a reduc tion in finance costs of NOK 5.6 million. NOTE 27 – FINANCIAL RISK, FINANCIAL INSTRUMENTS, cont. LIQUIDITY RISK The group’s strategy is to have sufficient cash and cash equivalents to ensure ongoing operations, future growth, and the payment of dividend. The investment program is soon coming to an end, and there are two vessels under construction at year end. Both vessels are scheduled for delivery in 1st Per 31.12.09 Repayment schedule existing debt quarter of 2010, and the long term financing of approx. 70% and 75% is committed by Fortis Bank and Eksportfinans DnB NOR respectively. Thus, the liquidity risk regarding the financing of new builds is significantly reduced compared to previous years. The Supreme Court decided that the transition rules from the old tax regime to the new Less than 3 months 3-12 months 1-5 years Over 5 years 349 526 422 242 3 301 822 2 164 680 6 238 270 0 54 792 438 333 741 875 1 235 000 11 162 11 163 0 0 Repayment schedule new debt (note 29) Taxes Accounts payable 177 019 Total 22 325 177 019 Other debt 46 245 138 736 Debt interest payments, accrued 55 482 12 730 639 434 639 663 TOTAL tax regime are in breach with the Norwegian Constitution. This implies a refund of paid taxes of NOK 127 million and a repeal of the future tax liabilities regarding the transition rules. This will strengthen the company’s present and future liquid capital. The following table shows the maturity for the financial obligations: 184 981 68 212 3 740 155 2 906 555 Interest bearing mortgage debt is expected to increase by NOK 835 million regarding the financing of vessels under construc- tion. Mortgage debt in P/R International Offshore Services will be refinanced in 1Q 2010. Balloon repayments are included in repayment schedule existing debt. Taxes include short term debt relating to taxes. FOREIGN CURRENCY RISK The company is heavily exposed to foreign currency since more than 90% of the income is earned in foreign currencies. The foreign currency risk is calculated for each relevant currency. This takes account of the assets and liabilities, and highly probable transactions in the relevant currency. The Group signs forward exchange contracts and options agreements to reduce the currency risk associated with cash flows in foreign currency. In the case of longer charter parties in foreign currency the company has at times signed forward exchange contracts for the sale of income during the entire period of the charter party. The effect of this hedg- ing is recognised in the accounts together with the income. Hedge accounting is used for such forward exchange contracts. The freight income was NOK -0.4 million (NOK 5.3 million in 2008) lower in 2009 due to these hedging contracts. This is compared to the income using variable exchange rates. Transfers to other comprehensive income: The following changes have taken place in association with cash flow hedging over the year (interest rate and currency hedging): Fair value of cash flow hedging OB 2009 2008 (69 714) 30 278 (408) (5 288) Entered freight income Interest rate costs (12 591) (5 611) New cash flow hedging 63 966 (88 745) Change in value of remaining cash flow hedging 33 470 (348) Fair value of cash flow hedging CB 14 723 (69 714) When forward exchange contracts and currency options are used to hedge expected profit in the various currencies based on expectations about income and costs, hedge accounting is not used and the changes in fair value are recognised against the profit and loss. The company had the following forward exchange contracts and options as per 31st December 2009 to hedge exchange rates for future cash flows: Currency: Due dates: Forward exchange rates: Sale GBP 12.3 mill. Jan 2010 – Feb 2011 11.005 – 11.310 Of which GBP 12.3 mill. is hedging contracts (hedge accounting is used) Sale USD 34.4 mill. Jan 2010 – Feb 2011 5.7994 – 7.1710 Of which USD 28.4 mill. is hedging contracts (hedge accounting is used) Sale AUD 89.0 mill. Jan 2010 – Aug 2011 4.6170 – 5.2650 Of which AUD 80.0 mill. is hedging contracts (hedge accounting is used) Sale EUR 6.45 mill. Jan 2010 – Jun 2010 8.2706 – 8.5600 Of which EUR 0.45 mill. is hedging contracts (hedge accounting is used) Forward exchange contracts had a positiv value as per 31st December 2009 amounting to NOK 45.2 million (negative added value of NOK 103.5 million as per 31st December 2008). For the contracts in which hedge accounting is used the positive value as per 31st December 2009 was NOK 42.9 million (NOK -21.8 million in 2008). annual report - farstad shipping asa 109 NOTE 27 – FINANCIAL RISK, FINANCIAL INSTRUMENTS, cont. CREDIT RISK The company is exposed to possible losses linked to accounts receivable. The credit risk within our segment is regarded as low. The company’s debtors are mostly major oil companies and offshore service com panies, and it is considered unlikely that they will fail to meet their obligations. The maximum credit exposure is regarded as equal to the size of the accounts receivable, i.e. NOK 473.1 million. The company is also exposed to possible losses if the agreement counterpart in a derivative contract should fail to fulfil its payment obligations on the settlement date. However, the company does not expect any of the parties to fail to fulfil their obligations since derivative contracts are only signed with recognised financial institutions. No particular hedging against credit risk was undertaken in 2009. Ongoing provisions are made, and historically the loss percentage has been very low. As per 31st December 2009, NOK 0.3 million was allo cated for uncertain outstanding accounts receivable. Outstanding receivable – by age: Total: Not overdue: 0 – 30 days 31 – 60 days More than 60 days 473 130 301 374 158 052 10 092 3 612 100 % 63.7 % 33.4 % 2.1 % 0.8 % Sales to the company’s largest customer, Petrobras in Brazil, amounted to NOK 620.9 million in 2009. This amounts to around 19.1% of total operating income. FAIR VALUE The company’s financial assets are classified into the categories financial assets at fair value against the result, hedging, lending and receivables. Financial liabilities are classified as financial liabilities at fair value and financial liabilities at amortised cost. Financial assets at fair value are divided into the following levels for estimation of value at 31.12.09: Group: Parent company: 1 571 923 318 344 186 965 70 435 0 0 Level: 1. Based on market prices 2. Based on market prices on comparable assets 3. Approximate values Financial assets in the first level are divided between the categories shares, equity certificates, money market funds, cash and cash equivalents. These are valued based on market rates or prices at 31.12.09 (from Oslo Stock Exchange and Oslo Axess). Values regarding bonds, forward exchange contracts and interest swap agreements in level 2 are based on prices from the sale of comparable assets. There are no financial assets in level 3 were approximate values are used. The company’s following financial instruments are not evaluated at fair value: Accounts receivable, other short-term receivables, lending, accounts payable and long-term liabilities. The value of accounts receivable and accounts payable are al- 110 annual report - farstad shipping asa most the same as their fair values since they are entered on ’normal’ conditions. Lending is a short-term receivable and lending is assumed to have a fair value that is almost the same as the value entered into the balance sheet. The fair value of long-term liabilities subject to fixed interest rates is calculated by comparing the company’s terms and the market terms for liabilities with the same time to maturity and credit risk. Principal Total NOK loans: Amortized cost/ market value: Fixed-rate loan NOK 2 442 208 NOK 2 442 208 Market terms NOK 2 442 208 NOK 2 436 048 Principal Total USD loans: Amortized cost/ market value: Fixed-rate loan USD 47 178 USD 47 178 Market terms USD 47 178 USD 45 152 NOTE 27 – FINANCIAL RISK, FINANCIAL INSTRUMENTS, cont. Group 2009 2008 Value in balance sheet Fair value Value in balance sheet Fair value Financial assets: Financial assets at fair value against the result: Equity certificates 21 641 21 641 15 055 Short-term shareholdings 24 869 24 869 3 809 3 809 142 388 142 388 174 639 174 639 Money market funds Bonds Cash and cash equivalents FX contracts, interest swaps (not hedging) Hedging 15 055 141 781 141 781 180 134 180 134 1 383 025 1 383 025 1 369 740 1 369 740 2 270 2 270 - - 42 914 42 914 - - 769 256 769 256 677 572 677 572 10 219 10 219 8 471 8 471 - - 83 420 83 420 29 513 29 513 69 714 69 714 Lending Accounts receivable and other short-term receivables Other long term receivables Financial liabilities: Financial liabilities at fair value against the result: FX contracts, interest swaps (not hedging) Hedging Financial liabilities at amortised cost: Accounts payable and other short-term liabilities Interest bearing long-term liabilities Parent Company 430 212 430 212 524 148 524 148 6 238 270 6 220 408 5 239 652 5 206 352 2009 2008 Value in balance sheet Fair value Value in balance sheet Fair value 21 641 21 641 15 055 15 055 6 673 6 673 3 809 3 809 62 291 62 291 68 269 68 269 Financial assets: Financial assets at fair value against the result: Equity certificates Short-term shareholdings Money market funds Bonds Cash and cash equivalents 70 435 70 435 135 786 135 786 227 739 227 739 266 965 266 965 Lending Accounts receivable and other short-term receivables 124 846 124 846 112 225 112 225 1 435 361 1 435 361 490 763 490 763 7 902 7 902 3 761 3 761 88 88 - - Accounts payable and other short-term liabilities 108 093 108 093 148 170 148 170 Interest bearing long-term liabilities 300 000 300 000 300 000 300 000 Receivables from Group companies Other long term receivables Financial liabilities: Financial liabilities at fair value against the result: Hedging Financial liabilities at amortised cost: Category: Gain/(loss) against the result in 2009: Gain/(loss) against the result in 2008: 11 511 (16 419) Financial assets at fair value against the result Hedging 0 0 Lending and receivables 14 794 (14 410) Financial liabilities at fair value against the result (5 317) 8 543 0 0 Financial liabilities at amortised cost NOTE 28 – EVENTS AFTER THE BALANCE SHEET DATE A Supreme Court judgement of 12th February 2010 found in favour of Farstad Shipping ASA and agreed that the transitional rules in the new shipping taxation scheme in 2007 breached paragraph 97 of the Norwegian constitution, which for- bids giving laws retroactive effect. The NOK 635,595 provision for tax was therefore reversed with effect for 2009 and recognised in the tax line in the profit and loss account. Tax that was paid for the 2007 and 2008 financial years is recognised as a receivable on the balance sheet in the amount of NOK 127,119. So far no new regulations have been issued by the Ministry of Finance as a consequence of the judgement. annual report - farstad shipping asa 111 NOTE – 29 MORTGAGES AND OTHER LONG-TERM LIABILITIES Interest bearing debt, except the parent company Farstad Shipping ASA’s debt, is in its entirety associated with the financing of the vessels. Loan agreements are signed between the respective ship owning companies and lenders. The loan agreements contain financial covenants which require the companies to fulFRAKTINNTEKTER FORDELT PÅ VALUTA fil requirements vis-à-vis certain financial key figures. These key figures are related to equity ratio and the size of the liquidity holdings and working capital. No breaches of financial covenants occurred in 2009. The loan agreements assume how large a proportion of the mortgage debt is going to be repaid through the sale of the vessel: ‘allocated debt’. The mortgage debt linked to the individual vessel and which shall be repaid in the event of a sale of the vessel is stated in the fleet overview on page 121 and 123. Net repayments of debt and leasing liabilities amounted to NOK 618 million in 2009. Net new long-term loans raised were NOK 1,892 million during the same period. 2009 2008 Interest bearing debt 6 238 270 5 230 403 EUR - 1% Interest bearing current assets 1 697 997 1 808 071 Net interest bearing debt 4 540 273 3 422 332 Net interest bearing debt as per 31.12: BRL - 5% NOK - 7% GBP - 23% Financing of vessels under USD construction - 28% A long-term facility of NOK 400 million will AUD - 36% be drawn with Fortis Bank Netherlands to finance the new build Far Shogun tbn. In addition a long-term facility of NOK 435 million will be drawn with Eksportfinans to finance the new build Far Saracen tbn. The loan will be guaranteed by GIEK and DnB NOR. Both new builds will be delivered in the first quarter of 2010. A refinancing of P/R International Offshore Services ANS will be completed in March 2010 and loans of in total NOK 190 million will then be repaid, and a new long-term facility of NOK 400 mill will be drawn. The average effective interest rates for financial liabilities were as follows: 2009 2008 Bond issues/unsecured debt 4.63% 7.38% Long-term liabilities secured by security 4.86% 5.15% 2009 2008 23 984 9 249 Mortgage sorted by currency FRAKTINNTEKTER FORDELT PÅ VALUTA Arrangement fee: AUD 2.5% EUR 4.2% Capitalized arrangement fee EUR - 1% BRL - 5% Capitalized arrangementGBP fee is8.5% presented net with the loans and is amortized NOK - 7% until maturity of the loans. USD 21.4% NOK 63.4% GBP - 23% USD - 28% AUD - 36% Long-term liabilities as per 31 December 2009 are distributed as follows: 63.4% in NOK, 21.4% in USD, 8.5% in GBP, 4.2% in EUR and 2.5% in AUD. st Mortgage sorted by currency Gjeld fordelt på valuta Mortgage sorted by lender incl. loan guaranties*) NOK Mill. 1800 AUD 1600 EUR 1400 GBP 2.5% 1000 EUR 4.2% 800 GBP 8.5% 600 400 200 BNP Paribas Handelsbanken Brasilian Sparebanken Møre Nordea Bank Danish Ship Finance 0 Fokus Bank NOK 63.4% Swedbank USD 21.4% GIEK NOK 1200 AUD DnB NOR USD When nterest rate hedging contracts have not been signed, see note 27, the loans are subject to variable interest rates. The interest is fixed on the basis of market interest rates (NIBOR/LIBOR) with an additional credit margin. The credit margin varies from loan to loan. LENDER *) The Group has loans totalling NOK 2 983 million in Eksportfinans. These loans are guaranMortgage sorted by lender incl. loan guaranties*) teed by other banks and the guaranteed amounts are included in the above graph. Gjeld fordelt på valuta NOK Mill. AUD 112 annual report - farstad shipping asa EUR GBP USD NOK 1800 1600 1400 1200 1000 800 Statsautoriserte revisorer Ernst & Young AS Grimmergt. 4 NO-6002 Ålesund Foretaksregisteret: NO 976 389 387 MVA Tlf.: +47 70 11 82 82 Fax: +47 70 12 00 51 www.ey.no Medlemmer av Den norske Revisorforening To the Annual Shareholders’ Meeting of Farstad Shipping ASA Auditor’s report for 2009 We have audited the annual financial statements of Farstad Shipping ASA as of 31 December 2009, showing a profit of NOK 1 254 960 000 for the Parent Company and a profit of NOK 1 931 503 000 for the Group. We have also audited the information in the Directors’ report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit. The financial statements comprise the financial statements for the Parent Company and the Group. The financial statements of the Parent Company comprise the balance sheet, the statements of income, comprehensive income, cash flows and changes in equity as well as the accompanying notes. The financial statements of the Group comprise the consolidated balance sheet, the statements of income, comprehensive income, cash flows and changes in equity as well as the accompanying notes. IFRSs as adopted by the EU have been applied in the preparation of the financial statements of the Parent Company and the Group. These financial statements and the Directors’ report are the responsibility of the Company’s Board of Directors and Chief Executive Officer. Our responsibility is to express an opinion on these financial statements and on other information according to the requirements of the Norwegian Act on Auditing and Auditors. We conducted our audit in accordance with laws, regulations and auditing standards and practices generally accepted in Norway, including the auditing standards adopted by the Norwegian Institute of Public Accountants. These auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. To the extent required by law and auditing standards, an audit also comprises a review of the management of the company’s financial affairs and its accounting and internal control systems. We believe that our audit provides a reasonable basis for our opinion. In our opinion, • the financial statements of the Parent Company and the Group are prepared in accordance with laws and regulations and present fairly, in all material respects, the financial position of the Company and the Group as of 31 December 2009, and the results of its operations, cash flows and changes in equity for the year then ended, in accordance with IFRSs as adopted by the EU • the Company’s management has fulfilled its duty to properly record and document the Company’s accounting information as required by law and bookkeeping practice generally accepted in Norway • the information in the Directors’ report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit is consistent with the financial statements and complies with law and regulations. Ålesund, 15th March 2010 ERNST & YOUNG AS Odd Jarle Døving State Authorised Public Accountant (Norway) (sign.) Note: The translation to English has been prepared for information purposes only. A member firm of Ernst & Young Global Limited The Farstad Fleet; vessels and Contract Overview 114 annual report - farstad shipping asa annual report - farstad shipping asa 115 INVESTMENTS 1995 - 2010 Long-term fleet renewal a yard in Scotland, one vessel was built at built after 2000, while 9 vessels were built As illustrated in the figure on the right the a yard in Denmark, one vessel was built at a before 1990. The sale of older tonnage company has invested a total of NOK 13.1 South Korean yard, and the last three were will continue to form an important part of billion in vessels and shares in vessels since built at a Brazilian yard. All the vessels built fleet renewal. 1995. In the same period we have sold at foreign yards have Norwegian designs 18 vessels for a total of NOK 1.6 billion. and equipment packages. The other part With the delivery of Far Saracen tbn at The difference of NOK 11.5 billion must of the investment programme, amounting the end of March 2010, we will have com- therefore be financed through the results to NOK 1.6 billion, involved the purchase pleted a newbuild programme involving 16 the operation of the vessels produces. of vessels in the used vessels market and vessels from Norwegian yards since 2005. Long-term, stable earnings are therefore the purchase of the remaining 50% of IOS This new build programme has involved the key to the company’s ability to renew in 2003. investments totalling NOK 6.6 billion. We and develop the fleet. want to continue to play a key role in the The result of this investment programme maritime cluster in Norway. Stable, com- The company has on its own or in part- and the sale of older vessels is today’s petitive general conditions for the industry nership with others invested in 42 new modern fleet, which has an average age are a prerequisite if we are to succeed in vessels since 1995. This amounts to an of 10.5 years. The average age of the this. On the other hand, Farstad Shipping accumulated gross investment of NOK PSV fleet is approximately 12.5 years, will as an international company also be 11.5 billion for Farstad Shipping. Of this while the average age of the AHTS fleet open to those opportunities that exist in approximately NOK 10.3 billion involved is approximately 9 years, and the average other markets with respect to investing 35 vessels built at Norwegian yards. Of the age of the SUBSEA fleet is approximately in newbuilds. remaining seven vessels, two were built at 6 years. 31 of the fleet’s 57 vessels were 116 annual report - farstad shipping asa VESSELS SOLD AND ACQUIRED 1995 - 2010 (accumulated) Year Sales Acquired 1995 64.4 271.2 1996 64.4 395.8 1997 127.7 614.0 1998 311.9 931.4 1999 311.9 1 844.7 2000 432.6 2 142.9 2001 611.8 3 282.0 2002 611.8 3 658.6 2003 637.6 5 704.6 2004 705.8 5 704.6 2005 1 141.3 5 945.1 2006 1 141.3 6 896.2 2007 1 470.2 8 014.8 2008 1 555.5 9 314.6 2009 1 555.5 11 883.9 2010 1 555.5 13 056.9 annual report - farstad shipping asa 117 T H E FA R S TA D F L E E T The company’s fleet consists of 30 AHTS, 24 PSV and 3 SUBSEA vessels. As at 15 March Farstad Shipping has one AHTS under construction at a Norwegian shipyard. The contract coverage for the fleet included options is approximately 78% and 67% for the first half year and second half year of 2010 respectively. For 2011 the fleet coverage is 53%. Anchor Handling Tug Supply Vessel Offshore specially production modules/vessels. Certain designed to provide anchor handling supply vessels AHTS in our fleet are equipped for fire and towage services for semi submer- fighting, rescue operations and oil sibles, platform jackets, barges and recovery. AHTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 15 16 16 17 18 19 20 21 22 23 23 24 25 25 26 27 28 28 29 30 31 118 annual report - farstad shipping asa Plattform Supply Vessel. Subsea Vessel. Vessel specially designed for transpor- on deck, in addition to a variety of dif- Construction Subsea Vessel - specially tation of supplies and equipment to/ ferent products (dry and wet) in sepa- designed vessel for deepwater opera- from offshore installations. Transport- rate tanks. Also transporting pipes for tions, installation and subsea support. ing individual items mainly in containers pipe-laying activities. PSV SUBSEA 32 33 34 35 56 37 38 39 40 57 41 42 41 43 42 44 43 58 45 46 46 47 47 48 48 49 50 51 52 53 54 55 annual report - farstad shipping asa 119 A H T S F L E E T - E M P L OY M E N T C O N T R A C T O V E R V I E W AT 1 5 . 0 3 . 1 0 Photo nr. Vessel name FAR SARACEN tbn 1 Delivery March 2010 FAR SHOGUN 2 Spot FAR SAGARIS 3 Petrobras Feb. 12 FAR SCORPION 4 Spot FAR SCIMITAR 5 ADA July 10 + opt. FAR SABRE 6 Petrobras June 10 + opt. FAR SAPPHIRE 7 Spot FAR SOUND 8 Hess June 10 + opt. FAR STRAIT 9 Woodside Aug. 10 + opt. FAR STREAM 10 Woodside April 11 + opt. FAR SWORD 11 Hess June 10 + opt. FAR SALTIRE 12 Chevron June 10 + opt. FAR SCOUT 13 Petrobras Oct. 11 + opt. FAR SANTANA 14 Petrobras June 10 FAR SENIOR 15 Petrobras Oct. 11 FAR SAILOR 16 Petrobras Oct. 11 FAR FOSNA 17 ADA July 10 + opt. FAR GRIP 18 Apache Sept. 10 FAR SKY 19 Apache Sept. 10 FAR SEA 20 Petrobras Jan. 13 + opt. LADY ASTRID 21 Spot LADY CAROLINE 22 Spot LADY GURO 23 Shell Filippinene Oct. 16 + opt. LADY SANDRA 24 Conoco Phillips March 10 + opt. LADY CYNTHIA 25 JVPC *) May 10 + opt. LADY GERDA 26 Spot LADY AUDREY 29 Spot LADY VALISIA 28 Spot BOS TURQUESA 29 Petrobras Feb. 15 BOS TURMALINA 30 Petrobras July 14 BOS TOPÀZIO 31 Petrobras Dec. 13 *) 120 Employment vi) at 15.03.10 Charterer JVPC = Japan Vietnam Petroleum Company annual report - farstad shipping asa 2010 2011 2012 Contracts Charter’s option Under construction 2013 2014 Vessel name Year built Design Register i) Owner FAR SARACEN tbn UT 731 CD 2010 Farstad Supply AS FAR SHOGUN UT 731 CD 2010 FAR SAGARIS UT 731 CD FAR SCORPION FAR SCIMITAR - BHP DWT Deckarea m 2 Mortgage iv) Value v) (NOK mill.) (NOK mill.) - - - - Farstad Supply AS NOR 24000 3900 755 - - 2009 Farstad Supply AS IOM 24000 3900 755 436.5 575.0 UT 731 CD 2009 Farstad Supply AS NOR 24000 3900 755 396.0 578.3 UT 712 L 2008 Farstad Supply AS IOM 15900 2750 540 238.3 360.8 FAR SABRE UT 712 L 2008 Farstad Supply AS IOM 15900 2750 540 103.9 360.8 FAR SAPPHIRE UT 732 CD 2007 Farstad Supply AS NOR 27200 4800 800 332.7 605.0 FAR SOUND UT 712 L 2007 Farstad Supply AS IOM 15900 2750 540 153.0 360.8 FAR STRAIT UT 712 L 2006 Farstad Shipping Pte. Ltd. SGP 15900 2750 540 90.3 358.3 FAR STREAM UT 712 L 2006 Farstad Supply AS IOM 15900 2750 540 88.7 355.0 FAR SWORD UT 712 L 2006 Farstad Supply AS NIS 15900 2750 540 153.0 355.0 FAR SALTIRE UT 728 L 2002 Farstad Shipping Ltd. IOM 16300 2195 490 105.8 335.0 FAR SCOUT UT 722 L 2001 Farstad Supply AS NOR 18000 2805 570 137.1 369.2 FAR SANTANA UT 730 2000 Farstad Supply AS NIS 19200 2966 570 131.1 381.7 FAR SENIOR UT 722 L 1998 Farstad Supply AS NIS 18000 2873 585 136.5 320.8 FAR SAILOR UT 722 1997 Farstad Supply AS NIS 16820 2681 540 82.6 291.7 FAR FOSNA UT 722 1993 Farstad Supply AS NOR 14400 2400 570 77.1 223.3 FAR GRIP UT 722 1993 Farstad Supply AS NIS 14400 2418 570 62.8 223.3 FAR SKY ME 303 II 1991 Farstad Supply AS IOM 14400 1920 567 70.7 141.7 FAR SEA ME 303 II 1991 Farstad Supply AS NIS 13200 1920 567 70.7 141.7 LADY ASTRID UT 712-2 2003 IOS ii) NIS 13200 2654 510 51.6 283.3 LADY CAROLINE UT 712-2 2003 IOS NIS 13200 2649 510 51.6 283.3 LADY GURO UT 719-2 2001 Farstad Shipping Pte. Ltd. NIS 1903 400 48.0 121.7 LADY SANDRA KMAR 404 1998 Farstad Shipping Pte. Ltd. SGP 16100 2598 538 85.0 253.3 LADY CYNTHIA Hart Fenton 1987 Farstad Shipping Pte. Ltd. SGP 9388 2060 402 21.3 55.8 LADY GERDA Hart Fenton 1987 IOS NIS 8660 2060 390 11.5 53.3 LADY AUDREY ME 303 1983 IOS NIS 12240 2280 467 15.3 66.7 LADY VALISIA ME 303 1983 IOS NIS 12240 2350 481 15.6 66.7 BOS TURQUESA UT 722 L 2007 BOS 50% iii) BRA 19040 2713 450 105.6 200.8 BOS TURMALINA UT 722 L 2006 BOS 50% BRA 14410 2747 450 98.7 182.5 BOS TOPÀZIO UT 728 L 2005 BOS 50% BRA 12240 2500 555 64.9 182.5 i) ii) iii) iv) IOM = Isle of Man, SGP = Singapore, BRA = Brazil P/R International Offshore Services ANS BOS Navegaçäo SA (Brazil Offshore Services) Mortgage at 31.12.09 v) The estimate of market value is based on an average of three independent broker’s estimate of the vessels value (free of charter) at the year end of 2009. 5450 vi) Certain freight contracts contains clauses which give the charterer the right to cancel the contract. annual report - farstad shipping asa 121 P S V / S U B S E A F L E E T - E M P L OY M E N T C O N T R A C T O V E R V I E W AT 1 5 . 0 3 . 1 0 Employment vi) at 15.03.10 Vessel name Photo nr. FAR SERENADE 32 Statoil April 14 + opt. FAR SEARCHER 33 Statoil March 12 + opt. FAR SEEKER 34 Statoil April 11 + opt. FAR SPIRIT 35 Woodside May 11 + opt. FAR SWAN 36 Woodside May 11 + opt. FAR SPLENDOUR 37 Peterson SBS Dec. 10 + opt. FAR SYMPHONY 38 Statoil April 11. FAR SWIFT 39 Petrobras Oct. 11 + opt. FAR SCOTIA 40 Shell Ireland May 10 + opt. FAR STAR 41 Statoil June 11 + opt. Charterer FAR SUPPLIER 42 Esso Australia May 14 FAR STRIDER 43 Apache North Sea Nov. 11 + opt. FAR SUPPORTER 44 Petrobras April 13 FAR SERVICE 45 Marathon Aug. 11 + opt. FAR SCANDIA 46 Esso Bass Strait May 14 FAR SUPERIOR 47 ADTI May 10 + opt. FAR SLEIPNER 48 Petrobras May 11 + opt. FAR GRIMSHADER 49 Spot FAR VISCOUNT 50 Lay up LADY MELINDA 51 ConocoPhillips Dec. 10 + opt. LADY GRETE 52 Reliance Nov. 10 + opt. LADY GRACE 53 Woodside April 10 + opt. LADY CHRISTINE 54 Spot LADY KARI-ANN 55 Esso Bass Strait Sept.10 + opt. Vessel name Photo nr. Employment vi) at 15.03.10 FAR SAMSON 56 Saipem FAR SAGA 57 Acergy / Norsk Hydro April 10 + opt. FAR SOVEREIGN 58 Charterer 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 April 14 + opt. Spot Contracts Charter’s option 122 annual report - farstad shipping asa Year built Deck- Mortgage iv) Value v) area m 2 (NOK mill.) (NOK mill.) Register i) BHP DWT Farstad Supply AS NOR 9465 5944 1003 268.3 Farstad Supply AS NOR 9465 4500 1090 202.2 360.0 2008 Farstad Supply AS NOR 9465 4500 1090 107.2 360.0 VS 470 Mk II 2007 Farstad Shipping Ltd. IOM 6530 3550 700 58.2 154.2 Farstad Shipping Pte. Ltd IOM 5220 3570 700 98.0 155.0 Vessel name Design FAR SERENADE UT 751 CD 2009 FAR SEARCHER UT 751 E 2008 FAR SEEKER UT 751 E FAR SPIRIT FAR SWAN VS 470 Mk II 2006 Owner 375.8 FAR SPLENDOUR P 106 2003 Farstad Supply AS IOM 7440 3503 690 67.6 163.3 FAR SYMPHONY P 105 2003 Farstad Supply AS NOR 9925 4929 978 114.8 281.7 FAR SWIFT UT 755 L 2003 Farstad Supply AS NIS 5450 3084 585 67.2 150.8 FAR SCOTIA UT 755 2001 Farstad Shipping Ltd. IOM 5450 3000 519 52.9 140.0 FAR STAR UT 745 1999 Farstad Supply AS NOR 9600 4303 900 85.2 198.3 FAR SUPPLIER VS 483 1999 Farstad Shipping Ltd. IOM 6680 4605 902 68.8 187.5 FAR STRIDER VS 483 1999 Farstad Shipping Ltd. IOM 6680 4605 602 68.8 187.5 FAR SUPPORTER UT 750 1996Farstad Shipping Ltd. IOM 7200 4680 955 63.5 182.5 FAR SERVICE UT 745 1995Farstad Shipping Ltd. IOM 7200 4680 965 68.8 183.3 FAR SCANDIA UT 705 1991 Farstad Supply AS NIS 6600 3100 868 31.6 93.3 FAR SUPERIOR UT 705 L 1990 Farstad Shipping Ltd. IOM 6600 3796 987 42.3 95.8 FAR SLEIPNER ME 202 1984 Farstad Supply AS NIS 5250 3067 615 22.3 40.8 FAR GRIMSHADER UT 706 L 1983 Farstad Supply AS IOM 6120 3325 780 23.6 58.3 FAR VISCOUNT H/R 1982 Farstad Supply AS IOM 3400 1540 395 6.9 16.7 LADY MELINDA UT 755 2003Farstad Shipping Pte. Ltd SGP 5450 3095 600 58.7 169.2 LADY GRETE UT 755 L 2002Farstad Shipping Pte. Ltd SGP 5450 3271 680 52.3 147.5 LADY GRACE UT 755 2002 IOS ii) IOM 5450 3936 615 28.7 131.7 LADY CHRISTINE ME 202 1985 IOS NIS 6544 2368 475 9.6 41.7 LADY KARI-ANN ME 202 1982 IOS NIS 6960 2972 612 7.6 38.3 Vessel name Design Register i) BHP DWT Year built Owner Deck- Mortgage iv) Value v) area m 2 (NOK mill.) (NOK mill.) FAR SAMSON UT 761 CD 2009 Farstad Construction AS NIS 49000 6103 1450 FAR SAGA UT 745 L 2001 Farstad Supply AS NOR 10800 3475 588 125.6 312.5 FAR SOVEREIGN UT 741 1999 Farstad Supply AS NOR 27400 4400 680 115.8 468.3 i) IOM = Isle of Man, SGP = Singapore ii) P/R International Offshore Services ANS iii) Mortgage at 31.12.09 iv) The estimate of market value is based on an average of three independent broker’s estimate of the vessels value (free of charter) at the year end of 2009. 651.7 906.7 v) Certain freight contracts contains clauses which give the charterer the right to cancel the contract. annual report - farstad shipping asa 123 GLOSSARY ASA: Public limited company in Norway. Bareboat agreement: Agreement regarding chartering of a vessel where the operating costs are the charterers responsibility. Charterer: The company paying for the assignment. BHP: Brake Horse Power, measure of engine power. Bollard Pull: A tug’s pulling power in tonnes. BRA: Brazil. Boat-year:Use of one vessel for one year. Charter Party (CP): Contract for hiring a ship. CEO: Chief Executive Officer CFO: Chief Financial Officer CSV: Construction Subsea Vessel DNV: Det Norske Veritas. Classification company. Controlling and approving the vessels technical condition, security and quality according to the company’s own rules and the national laws. DPS: Dynamic positioning system: Used to hold a vessel and/or other floating installation in an exact position. DWT: Dead Weight Tonnes. The vessels carrying capacity measured in tonnes of cargo and supplies. EBITDA: Operating profit before depreciation. EBIT: Operating profit. FAR: The company code (ticker) at the Oslo Stock Exchange. GDP: Gross Domestic Product. IFRS: International Financial Reporting Standards 124 annual report - farstad shipping asa IMO: International Maritime Organization - The UN’s advisory committee. IOM: Isle of Man. ISPS: International Ship and Port Facility Security code. International framework to detect/assess security threats and take preventive measures against security incidents affecting ships or port facilities used in international trade. ISM: International Safety Management code. ISO: International Standards Organization. Jackup: Jackup drilling/production platform. LIBOR:London Interbank Offered Rate. LTI: Injuries that result in absence from work beyond the day or shift on which it occurs. LTI-frequency:Lost time injuries. (Number of injuries per million of hours worked.) NGAAP: Norwegian General Accepted Accounting Policy NIBOR: Norwegian Inter Bank Offered Rate. NIS: Norwegian International Ship Register. NOR: Norwegian Ordinary Ship Register. ROV:Remotely Operated Vehicles: submarine unit used for inspection and maintenance work. Semi submersible: Semi submersible drilling/production platform. SGP: Singapore. Spot rate:Rates for single assignments based on the current market situation. Stand-By: Vessel specially equipped for emergency rescue operations close to an offshore installation. TBN: To Be Named VAE Value Adjusted Equity annual report - farstad shipping asa 125 N OT E S 126 annual report - farstad shipping asa FARSTAD SHIPPING ASA PO. Box 1301, Sentrum, 6001 Ålesund, Notenesgt. 14, Norway Tel: +47 70 11 75 00, Fax: +47 70 11 75 01 E-mail: [email protected], Internet: www.farstad.com FARSTAD SHIPPING LTD. Farstad House, Badentoy Avenue, Badentoy Park, Portlethen, Aberdeen AB12 4YB, Scotland Tel: +44 1 224 784 000, Fax: +44 1 224 783 340 E-mail: [email protected] FARSTAD SHIPPING (INDIAN PACIFIC) PTY. LTD. GPO Box 5111, Melbourne Victoria, 3001 Australia Level 4, 99 Queensbridge Street, Southbank, Victoria, 3006 Australia Tel: +61 3 9254 1666 Fax: +61 3 9254 1655 E-mail: [email protected] FARSTAD SHIPPING PTE. LTD. 78 Shenton Way, #19-02 Lippo Centre, Singapore 079120 Tel: +65 6323 2077 Fax: +65 6323 2877 E-mail: [email protected] BOS NAVEGAÇÃO SA (BRAZIL OFFSHORE SERVICES) Rua Abilio Moreira de Miranda, 606 Parque Valentina Miranda, CEP 27915-250 Macae - RJ, Brasil Tel: +55 22 2105 1900, Fax: +55 22 2105 1901 E-mail: [email protected]
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