Note 1 - Beerenberg
Note 1 - Beerenberg
Note 1 - Beerenberg
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<strong>Beerenberg</strong> Corp. AS<br />
& beerenberg Corp. as Group<br />
Annual report<br />
2012
Photography:<br />
Fredjonny and Fredrik Arff<br />
Prepress & printing:<br />
www.bodoni.no
Contents<br />
Our VisIon 3<br />
Management report 5<br />
The <strong>Beerenberg</strong> Corp. AS board of directors 18<br />
<strong>Beerenberg</strong> Corp. AS management 20<br />
Annual report 2012 22<br />
Group Accounts 2012 – <strong>Beerenberg</strong> Holding AS Group 27<br />
<strong>Note</strong> 1 Information about the Group 34<br />
<strong>Note</strong> 2 Basis of preparation 34<br />
<strong>Note</strong> 3 Accounting principles 35<br />
<strong>Note</strong> 4 Financial risk management 46<br />
<strong>Note</strong> 5 Internal Segment reporting 48<br />
<strong>Note</strong> 6 Operating revenues 49<br />
<strong>Note</strong> 7 Other operating costs 50<br />
<strong>Note</strong> 8 Personnel costs 51<br />
<strong>Note</strong> 9 Finance income and finance costs 51<br />
<strong>Note</strong> 10 Tax 52<br />
<strong>Note</strong> 11 Property, plant and equipment 53<br />
<strong>Note</strong> 12 Intangible assets and Goodwill 54<br />
<strong>Note</strong> 13 Financial instruments 56<br />
<strong>Note</strong> 14 Goods 60<br />
<strong>Note</strong> 15 Trade receivables and other receivables 60<br />
<strong>Note</strong> 16 Bank deposits and cash equivalents 61<br />
<strong>Note</strong> 17 Share capital and shareholder information 61<br />
<strong>Note</strong> 18 Earnings per share 61<br />
<strong>Note</strong> 19 Loans to key employees 62<br />
<strong>Note</strong> 20 Employee benefits – pensions 62<br />
<strong>Note</strong> 21 Remuneration of key employees 64<br />
<strong>Note</strong> 22 Warranty liabilities and provisions 64<br />
<strong>Note</strong> 23 Trade payables and other payables 65<br />
<strong>Note</strong> 24 Financial instruments, other investments 65<br />
<strong>Note</strong> 25 Operational leasing 66<br />
<strong>Note</strong> 26 Contingent outcomes 66<br />
<strong>Note</strong> 27 Related parties 67<br />
<strong>Note</strong> 28 Group entities as at 31.12.2012 67<br />
<strong>Note</strong> 29 Events after the reporting date 67<br />
<strong>Note</strong> 30 Derivatives 68<br />
<strong>Note</strong> 31 Net capital employed 68<br />
<strong>Note</strong> 32 Interest-bearing debts 68<br />
<strong>Note</strong> 33 Secured Liabilities 70<br />
<strong>Note</strong> 34 Contracts 71<br />
Annual accounts 2012 73<br />
Income Statement 74<br />
Balance Sheet 75<br />
Statement of Cash Flows 77<br />
<strong>Note</strong> 1 Accounting principles 79<br />
<strong>Note</strong> 2 Segment information 81<br />
<strong>Note</strong> 3 Liquid assets 81<br />
<strong>Note</strong> 4 Long-term manufacturing contracts / Goods 81<br />
<strong>Note</strong> 5 Salary costs / Number of employees /<br />
Remuneration / Loans to employees 82<br />
<strong>Note</strong> 6 Employee benefits – pensions 83<br />
<strong>Note</strong> 7 Intangible assets and tangible non-current assets 85<br />
<strong>Note</strong> 8 Equity and shareholder information 86<br />
<strong>Note</strong> 9 Secured debts and guarantee liabilities 87<br />
<strong>Note</strong> 10 Tax 88<br />
<strong>Note</strong> 11 Consolidated items 89<br />
<strong>Note</strong> 12 Receivables and Liabilities 89<br />
<strong>Note</strong> 13 Intragroup balances 90<br />
<strong>Note</strong> 14 Shares in subsidiaries – Parent company 90<br />
<strong>Note</strong> 15 Warranty provisions & contingent outcomes 90<br />
Auditing report 91<br />
1
Our VisIon:<br />
Beyond Expectations<br />
Our vision commits the corporation and all of its employees to seek<br />
solutions that exceed the expectations of the wider world.<br />
Our core values:<br />
Inclusive – Innovative – Responsible<br />
The company shall be inclusive towards individuals, other<br />
companies and society as a whole. An open and accommodating<br />
attitude shall prevail throughout the group. The company’s ability<br />
to be innovative will help safeguard our own future, improve<br />
conditions for the local environment and generally help create<br />
positive social development. A responsible attitude shall prevail at<br />
the company at all levels and in all contexts.<br />
3
4<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Management report<br />
Message from the CEO<br />
Macroeconomic developments 2012 was an uplifting<br />
year for the oil services industry – a sector where the level<br />
of activity is affected by the market’s expectations towards<br />
future oil prices. The year saw a steady improvement in the<br />
capital markets along with record high oil prices averaging<br />
USD 112 per barrel (Brent), cf. EIA.<br />
Leading analysts (Nordea) have forecast an average oil price<br />
of USD 108 per barrel in 2013. This level would be sustainable<br />
for the industry and would generate increased activity and<br />
investment. OPEC production targets, political development<br />
in the Middle East, the further handling of the European<br />
debt crisis and new investment in unconventional oil and gas<br />
exploitation are four crucial issues that in this context would<br />
have a decisive effect on supply, demand and prices.<br />
The domestic market<br />
The year 2020 was previously considered a significant crossroads<br />
in relation to the level of activity on the Norwegian<br />
Continental Shelf (NCS). This crossroads is about to lose its<br />
significance in light of the finds made on the NCS in recent<br />
years. Output from new fields put into production after<br />
2011 is expected to reach 2 million barrels of oil equivalents<br />
per day by 2019. The Johan Sverdrup field is expected to<br />
begin production in the same year (1.9 billion exploitable<br />
oil equivalents). Also exciting is the news that Statoil and<br />
Rosneft have agreed to conduct a joint investigation and test<br />
drilling on both sides of the maritime boundary between<br />
Norway and Russia.<br />
The NCS is currently the world’s largest offshore market<br />
measured by the level of investment. Leading analysts<br />
predict that investment and operating expenditure (CAPEX<br />
and OPEX) combined will exceed NOK 318 billion in 2013,<br />
compared with the NOK 283 billion seen in 2012. Total<br />
investment in 2017 has been estimated at NOK 420 billion by<br />
leading analysts. (Rystad Energy)<br />
A steady course <strong>Beerenberg</strong> saw a slight increase in<br />
the level of activity in 2012 compared with the previous<br />
year. Operating profits and margins rose significantly, thus<br />
sustaining the run of consecutive increases over the last four<br />
years (since 2008).<br />
Brent Crude - Daily Closing in 12 previous months<br />
Production by by operator<br />
$/BBL<br />
130<br />
2 500<br />
Thousand boe/d<br />
Majors Statoil Others<br />
125<br />
120<br />
2 000<br />
115<br />
110<br />
1 500<br />
105<br />
100<br />
1 000<br />
95<br />
90<br />
500<br />
85<br />
80<br />
Feb 12 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 13 Feb<br />
-<br />
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025<br />
Fields with start-up after 2012<br />
Source: Rystad Energy UCube<br />
5
Offshore Offshore Market Market by province<br />
by province<br />
NOK million nominal<br />
North Sea Barents Sea Norwegian Sea<br />
450 000<br />
400 000<br />
350 000<br />
300 000<br />
250 000<br />
200 000<br />
150 000<br />
100 000<br />
50 000<br />
-<br />
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016<br />
Source: Rystad Energy Offshore Market Report<br />
The Offshore Market at the NCS<br />
450 000<br />
Costs at NCS, excluding taxes and internal**<br />
NOK million nominal<br />
Capex Opex Suppliers purchases Non Op Genex<br />
400 000<br />
350 000<br />
300 000<br />
250 000<br />
200 000<br />
150 000<br />
100 000<br />
50 000<br />
-<br />
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016<br />
<strong>Note</strong>:<br />
Non-op = All costs in E&P companies not charge to licenses, i.e. seismic for regional/rounds, non-op reservoir modeling, non-op studies, international<br />
Genex = All General and Administrative expenses not charge to licenses, like top management for non-op, sales & trading activity, legal, BD development<br />
Suppliers purchases = All purchases by oil service suppliers from other oil service suppliers within defined oil service segments (office cost and real estate not included)<br />
** Taxes and internal = All CO2 tax, tariffs, injection gas and operators own, internal employees, i.e. everything that is not bought by oil service suppliers<br />
Source: Rystad Energy Offshore Market Report<br />
6
Management report<br />
The vast majority of sectors within the oil services industry<br />
can expect to see a continued increase in demand in the coming<br />
years. In light of current market capacity and demand,<br />
growth areas such as subsea equipment and installation and<br />
M&M-related EPCI deliveries are particularly attractive for<br />
<strong>Beerenberg</strong>. The group is focusing both on broadening the<br />
range of services it delivers and on widening the geographical<br />
target markets for its in-house technologies. In this context,<br />
focus on development and on the commercialisation of<br />
technology will remain at the heart of <strong>Beerenberg</strong>’s activities.<br />
An ever increasing part of <strong>Beerenberg</strong>’s overall activity level<br />
will be realised through the sale of in-house technology. The<br />
“In-house technology” segment (Business Centre) generated<br />
almost one third of the group’s total turnover as well as just<br />
under half of the company’s operating profits in 2012.<br />
Health, Safety and the Environment <strong>Beerenberg</strong>’s<br />
zero accidents philosophy is deeply embedded in the company’s<br />
HSE/Q policies and other business strategies. Proactive<br />
HSE/Q and risk management processes are not merely a<br />
priority for <strong>Beerenberg</strong> – they are a prerequisite.<br />
<strong>Beerenberg</strong> is working tirelessly to improve its risk assessment<br />
and risk management processes, and in 2012 the group<br />
updated its processes for managing operational and strategic<br />
risks. <strong>Beerenberg</strong> considers the ongoing improvement<br />
of its HSE processes to be a long-term investment in the<br />
company’s future risk profile, profits, reputation and growth<br />
potential.<br />
In 2012 <strong>Beerenberg</strong> continued to sustain the ongoing<br />
improvement trend as planned. <strong>Beerenberg</strong> adheres to the<br />
guidelines set by the Petroleum Safety Authority Norway<br />
and the Norwegian Labour and Welfare Administration for<br />
categorising and recording incidents. The group recorded no<br />
incidents leading to sickness absence during 2012. It has also<br />
strongly emphasised the need to reduce the number of injuries<br />
requiring medical treatment and has achieved highly<br />
satisfactory results in this respect (TRIF 2.4). However,<br />
during the first half of 2012 <strong>Beerenberg</strong> did record two cases<br />
of falling objects with critical potential as well as three “red<br />
incidents” during the company’s operations. Measures were<br />
taken at the end of the first half of the year, and the company<br />
did not identify any further critical incidents in the last six<br />
months of the year.<br />
<strong>Beerenberg</strong> has in recent years focused on work-related<br />
stresses and strains, and especially on preventive work<br />
relating to noise, chemicals, vibration and ergonomics. The<br />
company has been working closely with the operators Statoil<br />
and ConocoPhillips, and in 2011 it established a preventive<br />
health regime for its employees. Key priorities in 2013 will<br />
be to ensure the satisfactory completion of a health monitoring<br />
programme and to develop good training schemes for<br />
work-related stresses and strains.<br />
<strong>Beerenberg</strong> participated in several major collaborative projects<br />
with the Norwegian Oil and Gas Association (formerly<br />
the Norwegian Oil Industry Association) in 2012. Two of the<br />
working groups completed their work in 2012: the groups<br />
focusing on “Tightness testing of respiratory protective<br />
equipment” and “Falling objects”. Three of the working<br />
groups began their work in 2011 and will continue until 2013.<br />
<strong>Beerenberg</strong> is participating in two noise groups and one<br />
group investigating vibrations. <strong>Beerenberg</strong> is an important<br />
resource for the sector, particularly in view of the company’s<br />
long-term commitment to mapping health risks, dating<br />
back to 1985 and carried out in partnership with Kokstad<br />
Bedriftshelsetjeneste.<br />
Skills development Further developing intellectual human<br />
capital is a well established concept at <strong>Beerenberg</strong> and<br />
one that is systematically addressed in order to underpin the<br />
group’s overarching business idea. The company’s strategy<br />
for growth and for increasing its level of activity requires<br />
constant focus on skills development. The company’s ambition<br />
of continuously improving its competitiveness and its<br />
aim of being an attractive employer entail an active skills<br />
development programme for all of its employees. In 2012 the<br />
company focused on further developing its in-house training<br />
programmes to include certification of employees working<br />
in areas that are not currently covered by training schemes<br />
offered in the public sector or by other external providers. A<br />
total of 40 employees took and passed their trade certificate<br />
tests in an ISO subject in 2012.<br />
In 2012 <strong>Beerenberg</strong> continued its management development<br />
programmes for project managers, foremen and safety officers.<br />
The programmes last for two years, and the company’s<br />
vision and values are embedded in the programmes. The<br />
programmes have now been extended to include an annual<br />
refresher session. Management development initiatives at<br />
<strong>Beerenberg</strong> aim to underpin the company’s strategy and<br />
business targets and to support and further develop the company’s<br />
HSE culture. The emphasis is on creating clear lines<br />
of responsibility and following up on managers and staff.<br />
7
Production by lifecycle<br />
Production by lifecycle<br />
5 000<br />
Thousand boe/d<br />
Abandoned Producing Under development Discovery Undiscovered<br />
4 500<br />
4 000<br />
3 500<br />
3 000<br />
2 500<br />
2 000<br />
1 500<br />
1 000<br />
500<br />
-<br />
2000<br />
2001<br />
2002<br />
2003<br />
2004<br />
2005<br />
2006<br />
2007<br />
2008<br />
2009<br />
2010<br />
2011<br />
2012<br />
2013<br />
2014<br />
2015<br />
2016<br />
2017<br />
2018<br />
2019<br />
2020<br />
2021<br />
2022<br />
2023<br />
2024<br />
2025<br />
Source: Rystad Energy UCube<br />
Key Financials<br />
(NOKm)<br />
1600<br />
1400<br />
1200<br />
1000<br />
1545<br />
1461<br />
1432<br />
7,3% 7,3%<br />
1418<br />
9,0%<br />
12,0%<br />
1436<br />
EBITDA%<br />
12 %<br />
10 %<br />
8 %<br />
800<br />
5,1%<br />
6 %<br />
600<br />
400<br />
200<br />
0<br />
107 104<br />
128<br />
173<br />
79<br />
2008 2009 2010 2011 2012<br />
4 %<br />
2 %<br />
0 %<br />
EBITDA%<br />
Revenue<br />
EBITDA<br />
8<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Management report<br />
The group’s 2-year management development programme<br />
included around 200 employees last year. During 2012 a<br />
total of 650 employees were involved in activities organised<br />
by the company’s training and development department.<br />
KPI measurements Targets are systematically monitored<br />
in order to establish how the company meets and implements<br />
key targets and strategies. Proactive monitoring of trends<br />
in key areas such as HSE/Q, technology, finance, skills and<br />
capacity, as well as staff and customer satisfaction provides<br />
good trend data relating to the company’s development curve.<br />
The group’s overarching goal of continually improving in key<br />
business areas was reached in 2012. Expectations and targets<br />
for further development in 2013 have been set out as part of<br />
the strategy and budget planning processes.<br />
Market and development <strong>Beerenberg</strong> estimates the<br />
total value of the group’s order backlog at NOK 11.4 billion<br />
(including the estimated value of options for contract extensions)<br />
at the start of 2013, which is a radical increase on the<br />
opening balance in 2012. On that basis the company expects<br />
to see a significant increase in turnover in the coming years.<br />
Growth in <strong>Beerenberg</strong>’s activities outside the NCS almost<br />
doubled in 2012. Export volumes are expected to continue to<br />
grow in 2013. This growth will predominantly be realised by<br />
licensing technology and carrying out operations in various<br />
geographical upstream regions such as Kazakhstan, the west<br />
coast of Africa and GoM. <strong>Beerenberg</strong>’s in-house technology<br />
segment is predicted to generate the bulk of the total operating<br />
profit in 2013.<br />
New finds in combination with extensive investment in<br />
approved development projects and fields in production are<br />
looking promising in respect of the expected level of activity<br />
in the domestic market in the coming years. <strong>Beerenberg</strong>’s<br />
position in the world’s largest offshore market (source:<br />
Rystad Energy) provides realisable opportunities for continued<br />
growth both in the domestic market and in the group’s<br />
defined export markets.<br />
Morten Walde<br />
CEO<br />
9
10<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Management report<br />
The business in 2012<br />
<strong>Beerenberg</strong>’s core operations are primarily aimed at the<br />
maintenance and modifications market. Framework conditions<br />
for the industry are undergoing significant change. The<br />
demand for innovation, increased maintenance efficiency<br />
and standardised operating models has increased as a result<br />
of an ageing platform fleet and increased demand for cost<br />
efficiency, safety and installation integrity.<br />
Production by operator<br />
Production by 5 000<br />
4 500<br />
4 000<br />
3 500<br />
Thousand boe/d<br />
Majors Statoil Others<br />
In the period 2007 (1st generation) to 2010 (2nd generation)<br />
<strong>Beerenberg</strong> developed a system for integrated operation (IO/<br />
OPC) that fulfils the above-mentioned objectives for its entire<br />
portfolio of assignments. The results in terms of continuous<br />
improvement in key areas such as HSE, quality, maintenance<br />
efficiency and consistency have been significant. The results<br />
underpin the positive trend that the company is currently<br />
experiencing. In 2012 <strong>Beerenberg</strong> focused on further developing<br />
its standardised project implementation model into a 3rd<br />
generation concept (3GS) with a view to ensuring that robust<br />
and transparent deliveries to clients remain the company’s<br />
main competitive advantage. ConocoPhillips’ co-operation<br />
model and Statoil’s A-standard philosophy have been important<br />
sources of inspiration in this development project. The<br />
company’s 3GS philosophy will be institutionalised in the<br />
second quarter of 2013.<br />
Technology development continues to be a main area of<br />
focus for <strong>Beerenberg</strong>. R&D projects focusing on making<br />
continuous improvements to HSE/Q processes and on<br />
increased cost efficiency are spearheading the drive to boost<br />
the company’s competitive edge. We seek to undertake R&D<br />
in close co-operation with clients, partners and suppliers.<br />
Throughout 2012 <strong>Beerenberg</strong> significantly expanded its<br />
portfolio and turnover of patented in-house solutions. In<br />
2013 attention will be focused on developing automated<br />
methods for monitoring corrosion under insulation (CUI).<br />
Major operators, partners and representatives from public<br />
sector research institutions have been invited to participate<br />
in the process.<br />
<strong>Beerenberg</strong>’s focus on skills and management development<br />
programmes is embedded in the company’s corporate<br />
culture. <strong>Beerenberg</strong> is an operations-based company, and<br />
its competitive edge is created at the sharp end. In practice,<br />
3 000<br />
2 500<br />
2 000<br />
1 500<br />
1 000<br />
500<br />
-<br />
2000<br />
2001<br />
2002<br />
2003<br />
2004<br />
2005<br />
2006<br />
2007<br />
2008<br />
2009<br />
2010<br />
2011<br />
2012<br />
2013<br />
2014<br />
2015<br />
2016<br />
2017<br />
2018<br />
2019<br />
2020<br />
2021<br />
2022<br />
2023<br />
2024<br />
2025<br />
Source: Rystad Energy UCubev<br />
refining the company’s skills base means increasing the<br />
company’s competitiveness. At the start of 2013, around<br />
180 managers were participating in the company’s 2-year<br />
development programmes for managers, and next year<br />
around 800 <strong>Beerenberg</strong> employees will have taken part in<br />
programmes designed by the company’s course and training<br />
department.<br />
The petroleum industry on the Norwegian Continental<br />
Shelf is dominated by Statoil, which holds significant market<br />
shares. Statoil was once again <strong>Beerenberg</strong>’s largest client<br />
in 2012 with assignments both onshore and offshore and<br />
involving both straightforward maintenance work and<br />
consolidated engineering, materials and maintenance<br />
contracts. ConocoPhillips was <strong>Beerenberg</strong>’s second major<br />
client in 2012. <strong>Beerenberg</strong> operates the Fabric Maintenance<br />
agreement at Greater Ekofisk (a total of 19 installations) under<br />
a consolidated engineering, materials and construction<br />
contract. In 2013 this structure will be significantly affected<br />
by the extensive assignments awarded to ExxonMobil and<br />
Shell-operated onshore and offshore installations. FMC<br />
Technologies, SBM Offshore, Kværner, Aibel, Reinertsen<br />
and FRAMO are other major clients in <strong>Beerenberg</strong>’s client<br />
portfolio.<br />
11
Management report<br />
Technology and<br />
development<br />
In-house technology<br />
(BC/GFC)<br />
ISS (Insulation, Scaffolding and Surface<br />
treatment)<br />
<strong>Beerenberg</strong> has a clear and unequivocal objective for its innovative<br />
business, and it quality-controls every technology<br />
development project according to the following non-negotiable<br />
requirements:<br />
1) Every change shall contribute to the same or a better<br />
level of HSE/Q performance<br />
2) Every change shall contribute to the same or a better<br />
level of maintenance efficiency<br />
The Innovation & Technology division at <strong>Beerenberg</strong> has<br />
around 170 staff and is a market leader in the ISS sector. It<br />
includes a technical department with engineers and inspectors<br />
as well as a dedicated research and development department.<br />
As well as ISS product and method development, the<br />
R&D department also comprises a team that undertakes<br />
concept, method and tools development in the area of surgical<br />
cutting and mobile machining (decommissioning).<br />
Development of ISS technology takes place across the various<br />
<strong>Beerenberg</strong> divisions and in close co-operation with<br />
R&D. <strong>Beerenberg</strong> has a number of products and solutions<br />
that have been developed in-house, patented (16 granted and<br />
20 patent pending) and in other ways protected by intellectual<br />
property rights (design, brand or exclusively licensed).<br />
<strong>Beerenberg</strong>’s areas of business are organised into separate<br />
Business Centres / Greenfield Centre (6BC/1GFC), each with<br />
one manager in charge of its performance.<br />
Technical department<br />
The technical department has around 120 staff, and most of<br />
its engineers and inspectors are deployed at the company’s<br />
various operational units and projects. The department<br />
has specialist expertise in all areas of ISS. We use the best<br />
system solutions on the market, including ANSYS (calculations/simulations),<br />
Inventor (3-D modelling) and webTiv (an<br />
in-house study tool / planning tool). The solutions that we<br />
develop cover the entire field of ISS and comprise operational<br />
solutions and implementation models (project management,<br />
operations) as well as product development (Benarx,<br />
decom, access) and technology solutions (laboratory and<br />
project testing of paint/fire protection/insulation). We are<br />
seeing growing demand for our expertise both on the NCS<br />
and in the international markets.<br />
Benarx (Insulation products/solutions)<br />
Benarx is the name of the sophisticated insulation solutions<br />
developed by <strong>Beerenberg</strong> for passive fire protection and<br />
thermal and acoustic insulation. The solutions save space,<br />
reduce weight and improve efficiency, and they simplify logistics,<br />
improve HSE and have unique thermal and acoustic<br />
properties.<br />
Product development has taken place in close partnership<br />
with institutions such as SINTEF, DNV, the National<br />
Institute of Technology, GexCon and Lloyd’s (type approval).<br />
The solutions have been tested and approved according to all<br />
relevant specifications/standards.<br />
Benarx is a well established solution on the NCS. During<br />
2012 we also developed an international market for these<br />
products. Partners have therefore been recruited in the UK<br />
and Kazakhstan.<br />
Corrosion under insulation<br />
Corrosion under insulation (CUI) represents one of the<br />
greatest threats to the safety, life extension and stable<br />
production of oil and gas installations. Because of continued<br />
life extensions in excess of the intended design lifespan, this<br />
problem is escalating beyond what the industry can currently<br />
deal with.<br />
12
The cost of potential loss of life and installations, production<br />
stops and emissions relating to CUI is enormous. The<br />
combined length of insulated offshore pipes is estimated to<br />
be more than 800 km. In 2012, 38% (86 installations) of the<br />
installations on the NCS were more than 20 years old. By<br />
2020, 60% (95 installations) will be more than 20 years old.<br />
<strong>Beerenberg</strong>’s CUI project addresses this problem in full with<br />
solutions capable of monitoring CUI drivers in both existing<br />
and new pipelines as well as monitoring the evolution of corrosion.<br />
The company’s planning and maintenance monitoring<br />
system webTiv is designed to handle the collection of<br />
data and to perform analyses to identify anti-CUI measures.<br />
Mobile Machnining & Abandonment<br />
<strong>Beerenberg</strong> has developed unique (cold) methods and tools<br />
for surgical cutting and mobile machining. The technology<br />
is based on <strong>Beerenberg</strong>’s specialist expertise in the use of<br />
synthetic diamonds. In line with the company’s philosophy,<br />
solutions can be remote-controlled and require a minimal<br />
amount of personnel and equipment. This helps to reduce<br />
safety risks and to achieve high cutting speeds, lower costs<br />
and improved implementation capabilities. We carry out<br />
precision cutting on objects ranging from the smallest bolts<br />
to large structures, regardless of weight, design and materials.<br />
During 2012 the department further developed the technology<br />
and inspired confidence in the market, and prospects<br />
for 2013 are therefore good.<br />
Subsea insulation<br />
Thermal subsea insulation is a growing segment at BBC.<br />
We use the best materials on the market and have developed<br />
effective methods and tools for production and installation.<br />
We carry out assignments all over the world. Equipment/<br />
personnel are therefore organised in such a way as to allow<br />
them to be quickly deployed and carry out their assignments<br />
wherever the clients want. A long-term framework agreement<br />
has been reached with FMC. During 2012 solid foundations<br />
were established for further growth in 2013–2014.<br />
Rope Access techniques (RAT)<br />
Rope Access Techniques are a method that use ropes and<br />
climbing techniques for working at height, for protecting<br />
employees and for rescue missions. In 2012 we mobilised<br />
personnel for assignments both on the Norwegian<br />
Continental Shelf and internationally. A framework agreement<br />
is in place for assignments all over the world.<br />
<strong>Beerenberg</strong> continues to develop and improve its methods.<br />
RAT is developing rapidly and is increasingly used as an<br />
alternative to traditional access (scaffolding). We have constructed<br />
and installed what is possibly the best training rig<br />
on the market – an installation that offers excellent opportunities<br />
for both internal and external course participants to<br />
practise working at height, fall protection and rescue.<br />
Sveisolat<br />
Sveisolat is a system developed by <strong>Beerenberg</strong> that comprises<br />
overpressure habitats, mobile gas detectors and an operating<br />
unit controlled by certified operators. A habitat allows<br />
hot work to take place in any part of an offshore installation,<br />
oil and gas terminal or petrochemical plant.<br />
Since introducing Sveisolat in 2002, <strong>Beerenberg</strong> has<br />
amassed significant expertise and experience in this field.<br />
The company currently has 50 certified operators and 50 operating<br />
systems in operation. The systems are certified and<br />
prepared in a dedicated workshop at the company’s premises<br />
in Stavanger.<br />
Sveisolat is an export product. Existing international partnership<br />
agreements were continued in 2012, and concrete<br />
projects have been carried out in countries such as Denmark<br />
and Malaysia.<br />
<strong>Beerenberg</strong> is seeing an increased use of habitat technology<br />
both within traditional processes relating to welding and<br />
other hot work and in areas such as the delivery of other advanced<br />
solutions – particularly areas where habitat technology<br />
can generate significant efficiency savings. We consider<br />
the prospect of further development both within traditional<br />
and more complex processes to be highly interesting, offering<br />
good market opportunities both domestically and<br />
internationally.<br />
Decommissioning (Greenfield Centre)<br />
With the establishment of <strong>Beerenberg</strong> Inc., <strong>Beerenberg</strong> is investing<br />
heavily in developing solutions and tools for removing<br />
risers (conductors) on the US side of the Gulf of Mexico<br />
(USGoM). “Green Turtle” is a remote-controlled tool with<br />
rotating diamond blades that cuts and removes risers 15 feet<br />
below the seabed (regulatory requirement in the US). We<br />
have also developed a unique diamond wire saw that makes<br />
it possible to cut complex and large structures regardless of<br />
axial load and materials. Green Sawfish completed its first<br />
commercial assignment (P57A) for Devon with great success<br />
in autumn 2011.<br />
13
Management report<br />
International<br />
activities<br />
Financial matters<br />
<strong>Beerenberg</strong> has clear ambitions and targets in relation to<br />
the export-based petroleum industry. The company’s export<br />
products are based on highly advanced technology (intellectual<br />
property rights), and the company focuses strongly how<br />
to build barriers against imitation and copying.<br />
The export share of <strong>Beerenberg</strong>’s output is rising steadily.<br />
The company carried out assignments in the US,<br />
Kazakhstan, Britain, Malaysia, Denmark, Angola and<br />
Nigeria in 2012. We are also waiting for the outcome of a<br />
number of tender bids made in our defined export markets.<br />
The bids concern services relating to in-house technologies<br />
such as RAT, MM&A, Benarx, Sveisolat and Subsea<br />
Insulation.<br />
<strong>Beerenberg</strong> has entered into partnership agreements with<br />
a number of international businesses in recent years. The<br />
company’s partners are based in the UK, US, Kazakhstan,<br />
Angola, Nigeria and Malaysia. In 2013 the company expects<br />
to see significant growth outside Norway.<br />
Consolidated EBITDA (earnings before interest, taxes,<br />
depreciation and amortisation) stood at NOK 172.7 million<br />
(NOK 127.9 million) – an increase of 35.0%.<br />
Operating profits (EBIT) rose by 40.3% from NOK 92.9<br />
million in 2011 to NOK 130.3 million.<br />
Cash flow Operational cash flows totalled NOK 136.8<br />
million.<br />
Underlying operations are sound, and the company is generating<br />
a healthy cash flow from its ongoing activities.<br />
The group has consolidated its operations and has focused<br />
on increasing its revenues. Tied-up working capital remained<br />
stable since the last year end but saw seasonal fluctuations<br />
throughout the year. Given the company’s growth<br />
forecasts for 2012, there is reason to believe that working<br />
capital will increase somewhat during 2013.<br />
Investments The group’s total investments stood at NOK<br />
44.6 million, of which NOK 10.2 million was related to operating<br />
equipment developed by the company for the decommissioning<br />
market and NOK 9.2 million to the establishment<br />
of a new production line for Benarx products.<br />
Financing The group has a loan with Fokus Bank of NOK<br />
43 million. Its total credit facility with Fokus Bank is NOK<br />
90 million, which offers the company flexibility during the<br />
growth phase it is currently in. The group has a total credit<br />
and guarantee limit of NOK 175 million<br />
<strong>Beerenberg</strong> Corp. AS has given a loan to <strong>Beerenberg</strong><br />
Holding AS. The loan is subject to variable interest based on<br />
12-month NIBOR + 2% per annum.<br />
<strong>Beerenberg</strong> Holding AS refinanced its debts during 2012 and<br />
has reduced its liability to <strong>Beerenberg</strong> Corp. AS, which has<br />
helped boost liquidity at <strong>Beerenberg</strong> Corp. AS.<br />
Financial risk With its financing structure and current<br />
agreements, the group seeks to reduce its exposure to fluc-<br />
14
<strong>Beerenberg</strong>’s products and services are divided into three business areas:<br />
Insulation, Scaffolding<br />
and Surface treatment<br />
(ISS)<br />
Business Centres<br />
(BC)<br />
Green Field Centre<br />
(GFC)<br />
Insulation<br />
Benarx<br />
Green Turtle<br />
Scaffolding<br />
Subsea Insulation<br />
Green Sawfish<br />
Surface treatment<br />
Rope Access<br />
Techniques (RAT)<br />
Habitat Solutions<br />
(Sveisolat)<br />
Mobile Machining &<br />
Abandonment<br />
Engineering &<br />
Inspection<br />
tuations in the foreign currency and interest rate markets,<br />
and it does not carry out speculative transactions in these<br />
markets. It seeks to keep the exchange rate risk as neutral as<br />
possible by keeping revenues and costs in the same currency.<br />
The number of transactions in foreign currencies is limited.<br />
Tax Out of a total tax liability of NOK 36.8 million, tax payable<br />
amounted to NOK 35.4 million.<br />
Ownership structure <strong>Beerenberg</strong> Holding AS owns<br />
100% of the shares in <strong>Beerenberg</strong> Corp. AS.<br />
Risk management We have implemented a method for<br />
handling risk systematically, defining measures and following<br />
up on the effect of these measures.<br />
Market risk The group operates in the oil and gas market,<br />
which has seen significant fluctuations in performance in<br />
recent years. The market in which <strong>Beerenberg</strong> operates is to<br />
a certain extent affected by oil and gas prices. We know that<br />
the desire to invest on the Norwegian Continental Shelf will<br />
diminish in the long term. The group is intensifying its internationalisation<br />
process in order to counter lower growth<br />
on the NCS.<br />
Technology risk The market is always looking for better<br />
solutions, and it may be that the group will encounter<br />
competing products and services. In continuing to focus<br />
on engineering services and R&D we are seeking to be one<br />
step ahead by protecting our assets with patents and other<br />
property rights.<br />
15
Management report<br />
Organisational risks In order to retain key personnel,<br />
we are investing heavily in personal development by offering<br />
skills development opportunities. This helps ensure<br />
that skilled staff stay with the company and that we all work<br />
together. In a volatile market it is important that we recruit<br />
reliable sub-contractors and ensure that our partners comply<br />
with applicable laws and regulations.<br />
IFRS In 2010 the group switched from the Norwegian accounting<br />
standard NGAAP to IFRS and has since reported<br />
in accordance with IFRS.<br />
The management is maintaining its focus on processes and<br />
is working on ongoing improvement processes. The finance<br />
department has been strengthened, and training and professional<br />
development in relation to IFRS, risk management,<br />
internal controls and methods are taking place.<br />
Corporate governance The board of directors ensures<br />
that the corporate governance of the company is sound. The<br />
company is undergoing a process to develop routines and<br />
systems to be able to meet the Norwegian Code of Practice<br />
for Corporate Governance.<br />
The <strong>Beerenberg</strong> remuneration committee<br />
The remuneration committee is a sub-committee of the<br />
<strong>Beerenberg</strong> Corp. AS board of directors and consists of the<br />
chairman of the board acting as chairman of the committee,<br />
one representative of the owners and the CEO. The remuneration<br />
committee held a total of six meetings in 2012. The<br />
remuneration committee is an advisory body for the board<br />
and CEO and addresses cases that concern remuneration for<br />
the senior management of the company along with overarching<br />
strategies for skills development.<br />
The <strong>Beerenberg</strong> audit committee The audit committee is a<br />
sub-committee of the <strong>Beerenberg</strong> Corp. AS board of directors<br />
and consists of two board members with accounting<br />
experience. Geir Sandvik is chairman of the audit committee.<br />
The audit committee held six meetings during 2012. The<br />
objectives of the audit committee are to assist the board in<br />
its work to ensure that the accounting and financial information<br />
being presented is reliable, that the group’s internal<br />
controls and risk management systems are effective, that the<br />
group complies with relevant laws, regulations and internal<br />
standards and regulations, that the external auditor is<br />
independent and holds adequate qualifications, and that the<br />
quality of service delivered is of a sufficient quality.<br />
16
Group structure <strong>Beerenberg</strong> Holding AS owns all the<br />
shares in <strong>Beerenberg</strong> Corp. AS (the operating company),<br />
which in turn controls 100% of the subsidiaries.<br />
Organisation As pictured in the organisational chart below,<br />
<strong>Beerenberg</strong> Corp. AS is organised into various business<br />
units and staff functions. Commercial responsibility lies<br />
with the line organisation. The same applies to operational<br />
personnel responsibilities.<br />
their respective areas of expertise for ensuring cost efficiency,<br />
consistency and uniform quality as well as a uniform<br />
approach to various tasks. The organisation of the group is<br />
subject to continual reassessment.<br />
The line organisation is supported in its work by various<br />
staff functions that have a group-wide responsibility within<br />
Group management<br />
Morten Walde<br />
President & CEO<br />
Corporate &<br />
OrganisatioN<br />
Stig Tuastad<br />
EVP<br />
Business support<br />
Leif Helge Eriksen<br />
Deputy CEO<br />
HSE/Q<br />
Finance<br />
Ola Jordal<br />
Lars Erik Larssen<br />
EVP<br />
EVP & CFO<br />
Business<br />
Development<br />
Sales &<br />
marketing<br />
Øistein Lillelien<br />
EVP<br />
Roger Kjeilen<br />
EVP<br />
Operations<br />
North-west<br />
Operations<br />
North Sea<br />
Innovation &<br />
Technology<br />
Subsea &<br />
Technology Export<br />
Tore Angelskår<br />
Leif Helge Eriksen<br />
Baste Tveito<br />
Gary Kolderup<br />
EVP<br />
Deputy CEO<br />
EVP & CTO<br />
EVP<br />
17
The <strong>Beerenberg</strong> Corp. AS board of directors<br />
Ketil Lenning<br />
Marcus<br />
Planting-Bergloo<br />
Ketil Lenning (b. 1950), chairman of the board, former<br />
CEO at Odfjell Drilling Ltd. Has extensive experience in<br />
the oil industry, including as COO at Smedvig ASA, Norsk<br />
Hydro Oil Division etc. Holds a number of boardroom<br />
positions in the oil services industry.<br />
Marcus Planting-Bergloo (b. 1977), investors’<br />
representative and partner at Segulah Advisor AB. MSc<br />
in Economics from the Stockholm School of Economics.<br />
Previously worked as a consultant at LEK Consulting<br />
in London and at Occam Associates in Stockholm.<br />
Boardroom positions at ScanCoin and Balco.<br />
Lars Marcusson<br />
Einar Stene<br />
Lars Marcusson (b. 1947), former CEO at Callenberg<br />
Group AB. Has previously held boardroom positions at<br />
Marintekniskt Forum and Entreprenörsarenan AB.<br />
Sebastian<br />
Ehrnrooth<br />
Einar Steene (b. 1961) has been serving as an employee<br />
representative on the <strong>Beerenberg</strong> Corp. AS board<br />
since 2008. Mr Steene has been working as a foreman/<br />
supervisor on the Tampen project since 1996 and has been<br />
employed by <strong>Beerenberg</strong> since 1990.<br />
He has been a shop steward for the Lederne union since<br />
1996. Mr Steene holds trade certificates in painting and<br />
FROSIO. He has previously worked as a sheet metal worker<br />
and also has a trade certificate in this specialism.<br />
Sebastian Ehrnrooth (b. 1963), investors’ representative<br />
and partner at Segulah Advisor AB. Qualified as a civil<br />
engineer at Linköping University and holds an MBA<br />
from IMD in Lausanne. Former deputy CEO at CityMail,<br />
project manager at Bain & Company and sales director at<br />
Motorola. Boardroom positions at Segulah Advisor AB,<br />
PMC Group, Medstop and ScanCoin.<br />
18<br />
Johan Petter<br />
Andresen<br />
Johan Petter Andresen (b. 1951) has been serving as an<br />
employee representative on the <strong>Beerenberg</strong> Corp. AS<br />
board since 2011. Mr Andresen is a trained industrial<br />
painter and has worked as such for the company since<br />
1985. He has held several elected positions within<br />
the company for a number years – from 1986 as a<br />
representative for the Fellesforbundet union and from<br />
1995 as a representative for Safe. He was the employees’<br />
elected representative at Norcoat between 1988 and 1996<br />
and has been a union leader at Safe since 2006.
<strong>Beerenberg</strong> Corp. AS management<br />
Morten Walde<br />
Leif Helge<br />
Eriksen<br />
Morten Walde (b. 1969) has been CEO of <strong>Beerenberg</strong> Corp.<br />
AS since 2008. Mr Walde joined the company in 1995<br />
and has extensive experience from various management<br />
positions within the firm. For several years he was project<br />
manager for the company’s engineering and construction<br />
activities in Norway, Poland, Spain and Russia. From<br />
2004 and until he took up the post of CEO, he first served<br />
as technical director, then director of operations and then<br />
Deputy CEO. Mr Walde has held various elected positions<br />
in the oil and gas industry as well as several internal<br />
boardroom positions. He graduated as an economist from<br />
BI Norwegian Business School and has additional qualifications<br />
in administrative information management from<br />
the University of Bergen.<br />
Leif Helge Eriksen (b. 1963) has been the company’s<br />
Deputy CEO since 2008 with operative responsibility for<br />
Operations North Sea and for the Sveisolat business area.<br />
He is also group co-ordinator for supply chain management<br />
and strategic IT. Eriksen took up the post of Director<br />
of Operations in 2006. He has extensive and varied<br />
management experience and joined <strong>Beerenberg</strong> from the<br />
family business Østraadt Stein AS, where he was CEO. He<br />
has previously worked for IRIS and Kverneland Group<br />
ASA, where he held several key management positions.<br />
Mr Eriksen is chairman of Korrosjonsentreprenørenes<br />
forening and vice chairman of Korrosjons-, isolerings- og<br />
stillasentreprenørenes forening. He qualified as a civil<br />
engineer specialising in mechanical engineering at the<br />
Norwegian Institute of Technology in 1988.<br />
Lars Erik<br />
Larssen<br />
Baste Tveito<br />
Lars Erik Larssen (b. 1960) was appointed CFO of<br />
<strong>Beerenberg</strong> Corp. AS in 2010.<br />
Mr Larssen has extensive experience as a consultant<br />
at Deloitte Management Consultants and partner at<br />
Hartmark Consultants, and he has been CFO of Lerøy<br />
Seafood. He was the CFO and a co-founder of NextGenTel<br />
ASA. Mr Larssen joined <strong>Beerenberg</strong> from BOS, where he<br />
served as CFO.<br />
Lars Erik Larssen graduated as an economist from<br />
the Norwegian School of Economics and Business<br />
Administration and holds an MBA in finance. He is also a<br />
certified financial analyst (CEFA).<br />
Baste Tveito (b. 1964) took up the post of CTO of<br />
<strong>Beerenberg</strong> Corp. AS in 2009 with responsibility for innovation<br />
and technology, including research and development,<br />
engineering and inspection services. He is also<br />
responsible for the business areas Decommissioning,<br />
Benarx, Rope Access Techniques (RAT) and Mobile<br />
Machining & Abandonment (MM&A). Mr Tveito joined<br />
<strong>Beerenberg</strong> in 2005 from the position of contracts manager<br />
at Frank Mohn Flatøy AS and has also worked as a senior<br />
buyer for Kværner Installasjon AS. Mr Tveito trained<br />
in the Norwegian army (officer training, the Norwegian<br />
Military Academy, the Norwegian Defence Command and<br />
Staff College), where he held a number of management<br />
positions.<br />
20
Tore Angelskår<br />
Roger Kjeilen<br />
Tore Angelskår (b. 1977) has been serving as Executive Vice<br />
President since 2010 with responsibility for the business<br />
area Operations North-West. He joined <strong>Beerenberg</strong> as a<br />
trainee in 2004, and until 2007 worked as a project manager<br />
on major projects for Statoil and Hydro. In 2008–2009<br />
Mr Angelskår worked as a project manager at Transocean<br />
AS. He has also worked for Frank Mohn AS. Mr Angelskår<br />
received a bachelor’s degree in Engineering and a bachelor’s<br />
degree in Business from Queensland University of<br />
Technology in 2002/2003.<br />
Roger Kjeilen (b. 1971) is Executive Vice President for Sales<br />
and Marketing and is responsible for the group‘s activities<br />
in relation to sales, marketing, tenders and contracts.<br />
He has held this position since 2008. Mr Kjeilen joined<br />
<strong>Beerenberg</strong> in 1996 and was put in charge of tenders in<br />
2003. He has amassed extensive marketing experience<br />
from the international oil services market. From his previous<br />
positions at <strong>Beerenberg</strong>, Mr Kjeilen also has experience<br />
of operations as a contracts co-ordinator and project<br />
manager. He qualified as a civil engineer specialising in<br />
construction at the Norwegian Institute of Technology in<br />
1994.<br />
Gary Kolderup<br />
Ola Jordal<br />
Gary Kolderup (b. 1958) is Executive Vice President for<br />
the business area Subsea & Technology Export and has<br />
overall responsibility for the group’s Subsea activities with<br />
particular focus on the west coast of Africa and the group’s<br />
activities in Kazakhstan.<br />
Gary Kolderup joined <strong>Beerenberg</strong> in 1989 and has extensive<br />
experience from the oil and gas industry. He has been<br />
in charge of several key projects at <strong>Beerenberg</strong>, including<br />
in Norway, most recently as project manager for the company’s<br />
activities during the Ormen Lange project.<br />
Ola Johannes Jordal (b. 1973) has been Executive Vice<br />
President since 2009 with responsibility for HSE/Q. He<br />
was recruited to <strong>Beerenberg</strong> as an HSE engineer in 2008.<br />
He has previously worked for the Norwegian Church<br />
Abroad, including in New Orleans and the Benelux countries.<br />
Mr Jordal holds a Cand. Teol. degree (2000) and is a<br />
certified quality auditor.<br />
Stig Tuastad<br />
Øistein Lillelien<br />
Stig Tuastad (b. 1968) was appointed Executive Vice<br />
President in 2011 with responsibility for HR, communications<br />
and compliance. He joined <strong>Beerenberg</strong> in 2009 as<br />
an HR manager and has a total of ten years’ experience in<br />
similar positions. He was previously HR manager at the<br />
telecoms company Nera Networks AS and the oil services<br />
company AGR. Mr Tuastad completed a Master’s degree in<br />
administration and organisation theory at the University<br />
of Bergen in 1998.<br />
Øistein Lillelien (b. 1961) was appointed Executive Vice<br />
President with responsibility for business development in<br />
April 2012. He joined <strong>Beerenberg</strong> in 2011 as a director of<br />
<strong>Beerenberg</strong>’s Business Centres. Mr Lillelien has 25 years<br />
of experience from the oil and gas industry both domestically<br />
and internationally and joined the company from<br />
Pittsburgh Corning, where he held various management<br />
positions, including director of business development. He<br />
is an engineering graduate and has held several boardroom<br />
positions.<br />
21
Annual report 2012<br />
Directors’ report 2012<br />
The business<br />
The <strong>Beerenberg</strong> Corp. AS group of companies comprises the<br />
parent company <strong>Beerenberg</strong> Corp. AS and its subsidiaries<br />
D&F Group AS and <strong>Beerenberg</strong> Inc. Unless otherwise stated,<br />
this directors’ report refers the group as a whole.<br />
The company delivers expertise and technology as well as<br />
engineering and inspection services in the fields of surface<br />
treatment, passive fire protection, insulation, architecture/<br />
interiors, scaffolding, rope access techniques, habitats, mobile<br />
machining, cutting and decommissioning.<br />
The group’s headquarters are in Bergen, and it has regional<br />
offices in Stavanger, Husøy, Oslo and Houston (USA).<br />
The company made good financial and technological progress<br />
in 2012 with a very solid order intake and good operating profits.<br />
The group focuses on international growth, and its activities<br />
outside Norway saw significant growth (65%) in 2012.<br />
The company’s exposure to market risk has been significantly<br />
reduced during the year. New orders won in 2012 mean<br />
that the company estimates its total order backlog at NOK<br />
11,4 billion (including options for contract extensions) as at<br />
31.12.12. Market, operational and financial risks are managed<br />
by making structural adjustments and closely monitoring<br />
production with the help of a dedicated risk management<br />
programme.<br />
Annual financial statements<br />
In the board’s view, the annual financial statements give a<br />
true picture of the company and the group’s position at the<br />
end of the year. The going concern assumption has been<br />
adopted when preparing the annual financial statements.<br />
The group has made good operational improvements since<br />
the previous year and has strengthened its position in the<br />
market. The group’s turnover stood at NOK 1,436 million<br />
(NOK 1,418 million in 2011), resulting in a profit before tax of<br />
NOK 126.1 million (NOK 88.2 million in 2011) – giving a net<br />
profit margin of 8.8% (6.2 % in 2011).<br />
The company’s order backlog grew significantly in 2012. The<br />
group aims to win new, long-term maintenance contracts on<br />
the Norwegian Continental Shelf. The maintenance market<br />
is growing, and thanks to the company’s cost structure,<br />
experience base, level of expertise and capacity, its prospects<br />
are good in respect of winning new contracts being put out to<br />
tender in the coming years. The company is also seeking to<br />
achieve further growth through an increased level of activity<br />
and increased turnover internationally.<br />
Total operating expenses amounted to NOK 1,263.6 million<br />
in 2012, equivalent to 88.0% of the turnover. For 2011 the<br />
figures were NOK 1,289.7 million and 91.0% respectively.<br />
This led to a significant increase in EBITDA. Consolidated<br />
EBITDA (earnings before interest, taxes, depreciation and<br />
amortisation) stood at NOK 172.7 million or 12.0% (NOK<br />
127.9 million and 9.0%) – an increase of 32.9 %.<br />
The company has adjusted to a new pricing structure in<br />
the market and has improved EBITDA since 2011 by reducing<br />
costs levels, streamlining operations and optimising its<br />
product assortment.<br />
The group has carried out impairment testing of goodwill<br />
and technology for the Greenfield segment, and there is no<br />
indication at year end of a need for a write-down.<br />
The net working capital is stable compared with 31.12.11, but<br />
there has been a significant reduction in trade receivables<br />
and other receivables as well trade payables and other current<br />
liabilities.<br />
The operating profits rose by 40.3% from NOK 92.9 million<br />
in 2011 to NOK 130.3 million.<br />
Net financial items totalled NOK 4.2 million, of which foreign<br />
exchange gains account for NOK 2.2 million and where<br />
net interest generates a cost of NOK 2 million.<br />
Out of a total tax liability of NOK 36.8 million, tax payable<br />
amounted to NOK 35.4 million. Please refer to note 10 for<br />
further information about tax calculations.<br />
22
The profit for the year totalled NOK 89.2 million (NOK 57.2<br />
million in 2011).<br />
The profit will be allocated to the owners of the parent<br />
company.<br />
Research and development<br />
The combined activities of the group’s dedicated R&D department<br />
have resulted in R&D being valued at NOK 4.1 million<br />
in the balance sheet. As well as ISS product and method<br />
development, the R&D department also comprises a team<br />
that develops concepts, methods and tools in the area of cutting<br />
and mobile machining (decommissioning).<br />
Equity and liquidity<br />
The group’s equity ratio stood at 56.8% (46.0%) as at<br />
31.12.2012.<br />
Liquidity has remained acceptable throughout the year. The<br />
group has the financial strength to handle fluctuations in the<br />
market and to make acquisitions if it is deemed to be strategically<br />
appropriate.<br />
Operational cash flows totalled NOK 136.8 million. Tied-up<br />
capital is an area that is being closely monitored by the management<br />
and board.<br />
NOK 44.6 million was invested in the group in 2012, most of<br />
which in operating equipment developed by the group, scaffolding<br />
and the establishment of new fabrication facilities.<br />
At year end the group has a working credit facility of NOK<br />
26.5 million. The group’s combined credit limit is NOK 90<br />
million.<br />
<strong>Beerenberg</strong> Holding AS refinanced its debts during 2012 and<br />
has reduced its liability to <strong>Beerenberg</strong> Corp. AS, which has<br />
help boost liquidity at <strong>Beerenberg</strong> Corp. AS.<br />
Financial risk information<br />
The company’s ordinary operations are exposed to credit,<br />
interest rate and exchange rate risks. The company endeavours<br />
to maintain an acceptable level of risk in these areas.<br />
New clients and major suppliers are credit-checked when<br />
contracts are entered into. The group’s debts are predominantly<br />
interest-bearing with a variable interest rate based on<br />
NIBOR plus an interest margin. The group is thus susceptible<br />
to changes in short-term interest rates. The company is<br />
anxious to keep its exchange rate risk as neutral as possible.<br />
It seeks to do so by keeping revenues and costs in the same<br />
currency. Expected cash flows are hedged against currency<br />
risks if the exchange rate exposure of a project is not neutral.<br />
Shareholders<br />
<strong>Beerenberg</strong> Holding AS owns 100% of the shares in<br />
<strong>Beerenberg</strong> Corp. AS.<br />
Working environment<br />
<strong>Beerenberg</strong> seeks to sustain a good working environment<br />
with enthusiastic and motivated staff who feel that they are<br />
being well looked after. Areas of improvement have been<br />
identified by measuring the working environment. The readings<br />
contain a number of variables for which there is related<br />
national historical data, and they show that the perception<br />
of <strong>Beerenberg</strong> as an employer is in line with, or above, the<br />
national average. No area achieved a significantly negative<br />
score compared with national statistics.<br />
The company aims to sustain a continuous reduction in sickness<br />
absence and operates a zero tolerance policy in relation<br />
to injuries and accidents. Sickness absence in 2012 stood at<br />
7.84 %, with long-term absences totalling 4.25 % and shortterm<br />
absences 3.59 %. This is in line with the figures from<br />
2011. The company has redoubled its efforts in this area by<br />
following up on issues more closely and clearly defining and<br />
allocating responsibilities between projects and the HR department<br />
and by including this as a core part of management<br />
training. The company is a member of the Inkluderende<br />
Arbeidsliv (Inclusive Workplace) scheme.<br />
The company gives priority to long-term HSE initiatives<br />
at all levels of the organisation. Once again the company<br />
recorded no incidents leading to sickness absence in 2012.<br />
The nature of the company’s activities requires a constant<br />
23
and high focus on HSE in order to prevent injury and accidents<br />
and to ensure consistent practice across the company.<br />
All new employees must undergo separate HSE training,<br />
and the company has produced an e-learning programme<br />
specifically for this purpose. HSE forms part of all training<br />
activities.<br />
In partnership with the company’s occupational health<br />
service, <strong>Beerenberg</strong> places great emphasis on health risk<br />
assessments and health monitoring surveys. The prevention<br />
of ergonomic and vibration injuries as well as hearing<br />
damage was a particular focus area in this respect in 2012.<br />
<strong>Beerenberg</strong> implemented a new preventive health regime in<br />
2011 and continued to focus on providing adequate training<br />
in this regime in 2012. Co-operation with employee representatives<br />
has been good during 2012, both in established<br />
co-operation forums such as the works council (BU) and the<br />
working environment committee (AMU) in particular and<br />
through regular contact and dialogue in general.<br />
The board and the management should like to thank all<br />
employees for their good work in 2012.<br />
Equal opportunities<br />
<strong>Beerenberg</strong> operates in a highly male-dominated industry,<br />
and the company’s employees are predominantly male.<br />
Around 5% are female, and most of these work in administrative<br />
positions. The company aims to increase the proportion<br />
of female employees and recruits new staff with this in<br />
mind. There is currently one female member of the company’s<br />
board of directors (employee observer).<br />
Discrimination<br />
<strong>Beerenberg</strong> is working systematically to promote the objectives<br />
of the Anti-discrimination Act in its operations. The<br />
objectives of the act are to promote equal opportunities,<br />
ensure equal rights and prevent discrimination because of<br />
functional ability, ethnicity, national origin, descent, religion<br />
and creed. Relevant areas include recruitment, pay and<br />
working conditions, development and career opportunities<br />
and protection against discrimination.<br />
The external environment<br />
In 2012 the company updated its environmental accounts<br />
with simplified environmental indicators that will make it<br />
easier to correctly measure the company’s environmental<br />
performance in the future. The environmental accounts also<br />
include significant environmental aspects and other targets.<br />
The company’s environmental aspects have been reviewed<br />
and categorised according to location and project. As before,<br />
the impact generated by the company on the external<br />
environment largely relates to emissions of volatile organic<br />
compounds (VOCs) as a by-product of paint products and<br />
solvents. The impact on the environment of <strong>Beerenberg</strong>’s<br />
activities is a natural consequence of the company’s areas of<br />
business and of its operations. The company aims to optimise<br />
energy use on its own sites.<br />
The volume of VOC emissions is directly related to the<br />
volume of assignments and type of products being used. The<br />
company constantly tries to use alternative products with a<br />
lesser environmental impact (the substitution requirement).<br />
The company produces significant amounts of waste, but the<br />
negative environmental impact is greatly reduced by effective<br />
waste sorting and disposal (recycling of materials and<br />
energy).<br />
The company actively uses its environmental action plan to<br />
plan and implement environmental initiatives. In the last<br />
two years <strong>Beerenberg</strong> has published monthly environmental<br />
tips to help generate a comprehensive understanding of its<br />
environmental policy.<br />
<strong>Beerenberg</strong> is certified according to:<br />
NS-EN ISO 9001:2008 Quality management systems<br />
NS-EN ISO 14001:2004 Environmental management<br />
systems<br />
Certification is also taking place under OHSAS 18001:2007<br />
Occupational health and safety management systems<br />
Please also see the separate HSE/Q annual report. It describes<br />
the results that have been achieved in 2012 along<br />
with identified improvement initiatives for 2013.<br />
Future prospects<br />
The company generated a very healthy profit seen in a historical<br />
perspective, and its financial position is considered to<br />
be robust.<br />
Its focus on the sale of engineering services and of in-house<br />
and patented service and product solutions will be intensified<br />
with a view to further boosting the company’s competitive<br />
edge and operating profits. The improvement processes<br />
implemented by the company in 2012, with associated<br />
margin growth, will be continued.<br />
24
The group has a long-term goal of ensuring future growth<br />
through export with particular focus on the Gulf of Mexico,<br />
Brazil, West Africa, Kazakhstan and Central Asia. The<br />
group’s investments will primarily be in the form of strategic<br />
alliances to ensure local association and market access.<br />
Other markets for the company’s products and services are<br />
being constantly assessed. Investment in modern equipment<br />
and in a positive working environment will continue,<br />
with focus on productivity, the environment, quality and<br />
innovation.<br />
There will always be a degree of uncertainty about the<br />
future, and the coming years will see the industry face<br />
geographical, technological and commercial challenges.<br />
<strong>Beerenberg</strong> will meet these with HSE/Q expertise, financial<br />
strength, investment in technology and skills and a quest for<br />
new markets based on the group’s long-term strategy.<br />
Please refer to <strong>Note</strong> 29 for information about events after the<br />
balance sheet date that are deemed to be significant.<br />
The above-mentioned issues are described further in the<br />
management’s statement.<br />
Bergen, 19 marCH 2013<br />
Board of Directors at <strong>Beerenberg</strong> Corp. AS<br />
Ketil Lenning Lars Marcusson Sebastian Ehrnrooth Marcus Planting-Bergloo<br />
Chairman Board member Board member Board member<br />
Einar Stene Johan P Andresen Morten H Walde<br />
Board member Board member CEO<br />
25
Group Accounts 2012<br />
<strong>Beerenberg</strong> Corp. AS Group
<strong>Beerenberg</strong> Corp. AS Group Group Accounts 2012<br />
Consolidated Income Statement 01.01 - 31.12<br />
Amounts in NOK 1,000 <strong>Note</strong> 2012 2011<br />
Operating revenue 5, 6 1 436 294 1 417 601<br />
Total revenue and other revenue 1 436 294 1 417 601<br />
Materials, goods and services 81 321 76 098<br />
Pay and other social services 8,20,21 968 748 969 912<br />
Other operating costs 7 213 519 243 668<br />
Total operating expenses 1 263 587 1 289 678<br />
Operating result before depreciation, amortisation and impairment losses 172 707 127 923<br />
Depreciation, amortisation and impairment losses 11, 12 42 402 35 049<br />
Operating result 130 305 92 874<br />
Financial revenue 9 8 592 6 422<br />
Financial expenditure 9 12 823 11 146<br />
Result before tax 126 074 88 150<br />
Tax 10 36 825 30 998<br />
Annual profit/loss 89 249 57 152<br />
The annual profit/loss is attributable to:<br />
The owners of the parent company 89 249 57 152<br />
Annual profit/loss 89 249 57 152<br />
Basic earnings result per share (NOK) 18 446 286<br />
28
<strong>Beerenberg</strong> Corp. AS Group Group Accounts 2012<br />
Consolidated Statement of Financial Position<br />
Assets Amounts in NOK 1,000 <strong>Note</strong> 31.12.2012 31.12.2011<br />
Noncurrent assets<br />
Intangible assets 12 75 830 75 089<br />
Goodwill 12 187 788 187 788<br />
Property, plants and equipment 11 187 229 185 918<br />
Loans to enterprises in the same Group 27 102 349 153 297<br />
Long-term receivables 19 5 013 4 936<br />
Total Noncurrent assets 558 209 607 028<br />
Current Assets<br />
Goods 14 34 671 27 046<br />
Accounts receivable from customers 15 148 048 234 031<br />
Other receivables 15 19 814 16 231<br />
Earned, not invoiced 15 127 269 104 085<br />
Cash at bank, cash in hand and similar 16 26 548 1 676<br />
Total current assets 356 350 383 069<br />
Total Assets 914 559 990 097<br />
29
<strong>Beerenberg</strong> Corp. AS Group Group Accounts 2012<br />
Consolidated Statement of Financial Position<br />
Equity and Liabilities Amounts in NOK 1,000 <strong>Note</strong> 31.12.2012 31.12.2011<br />
Equity<br />
Share capital 20 000 20 000<br />
Share premium 277 706 277 706<br />
Other equity 221 625 156 858<br />
Total equity 17 519 331 454 564<br />
Liabilities<br />
Pension obligations 20 7 370 15 294<br />
Deferred tax obligations 10 16 367 14 020<br />
Other long-term obligations 22 3 500 3 500<br />
Interest bearing long-term liabilities 32, 33 56 387 62 028<br />
Total long-term liabilities 83 624 94 841<br />
Liabilities to credit institutions 16 5 883 83 197<br />
Supplier liabilities 23 102 926 141 183<br />
Tax payable 10 35 369 21 866<br />
Owed government charges and special taxes 48 513 40 334<br />
Other -short term liabililities 23 118 914 154 112<br />
Total short-term liabilities 311 604 440 692<br />
Total liabilities 395 227 535 533<br />
Total equity and liabilities 914 559 990 097<br />
Bergen 19. March 2013<br />
Board of Directors at <strong>Beerenberg</strong> Corp AS.<br />
Ketil Lenning Lars Marcusson Sebastian Ehrnrooth Marcus Planting-Bergloo<br />
Chairman Board member Board member Board member<br />
Einar Stene Johan P Andresen Morten H Walde<br />
Board member Board member CEO<br />
30
<strong>Beerenberg</strong> Corp. AS Group Group Accounts 2012<br />
Consolidated Statement of Performance 01.01–31.12<br />
Amounts in NOK 1,000 2012 2011<br />
Annual profit/loss 89 249 57 152<br />
Other revenue and expenses<br />
Conversion differences 888 -531<br />
Total Statement of performance 90 136 56 621<br />
The statement of performance is attributable to:<br />
The owners of the parent company 90 136 56 621<br />
Total Statement of performance 90 136 56 621<br />
31
<strong>Beerenberg</strong> Corp. AS Group Group Accounts 2012<br />
Consolidated Statement of Changes in Equity<br />
Amounts in NOK 1,000<br />
Share<br />
capital<br />
Share<br />
premium<br />
Conversion<br />
reserve<br />
Retained<br />
earnings<br />
January 01, 2011 20 000 277 706 1 109 123 565 422 383<br />
Total<br />
Total result for the period<br />
Result 57 152 57 152<br />
Other revenue and expenses<br />
Conversion difference -531 -531<br />
Total other revenue and expenses 0 0 -531 0 -531<br />
Total result for the period 0 0 -531 57 152 56 621<br />
Transactions with shareholders<br />
Group contributions -24 440 -24 440<br />
Total transactions with shareholders 0 0 0 -24 440 -24 440<br />
Equity as per 31.12.2011 20 000 277 706 578 156 277 454 564<br />
Total result for the period<br />
Result 89 249 89 249<br />
Other revenue and expenses<br />
Conversion difference 888 888<br />
Total other revenue and expenses 0 0 888 0 888<br />
Total result for the period 0 0 888 89 249 90 136<br />
Transactions with shareholders<br />
Group contributions -25 369 -25 369<br />
Total transactions with shareholders 0 0 0 -25 369 -25 369<br />
Equity as per 31.12.2012 20 000 277 706 1 465 220 157 519 331<br />
32
<strong>Beerenberg</strong> Corp. AS Group Group Accounts 2012<br />
Consolidated Statement of Cash Flows<br />
Amounts in NOK 1,000 <strong>Note</strong> 2012 2011<br />
Cash flows from operating activities<br />
Result for the period before tax 126 073 88 150<br />
Tax paid for the period -11 109 -9 148<br />
Gains/losses from sales of fixed assets 17 -1 856<br />
Depreciation, write-down and amortisation 11, 12 42 402 35 049<br />
Changes to goods -7 625 762<br />
Changes to accounts receivable from customers 15 85 983 -98 528<br />
Changes to supplier liabilities -38 257 -17 879<br />
Difference between expensed and paid-in/out pension premium -7 924 -1 583<br />
Changes to other time restricted items -52 731 31 043<br />
Net cash flow from operating activities 136 829 26 010<br />
Net cash flows from investment activities<br />
Incoming payments from the sale of tangible fixed assets 11 141 4 811<br />
Outgoing payments from acquisition of tangible fixed assets 11, 12 -44 615 -55 691<br />
Net cash flow from investment activities -44 474 -50 880<br />
Cash flows from financing activities<br />
Incoming payments from new long term debt 0 22 103<br />
Repayment of long-term liabilities (outgoing) 32 -7 223 -11 257<br />
Net overdraft changes 16 -75 974 75 974<br />
Repayment of loan to parent company 0 -31 018<br />
Incoming payment from loan to parent company 57 021 0<br />
Accrued interests -6 072 -5 794<br />
Payments of Group contributions (outgoing) -35 235 -33 944<br />
Net cash flow from financing activities -67 484 16 064<br />
Net changes to cash and cash equivalents 24 872 -8 806<br />
Cash and cash equivalents per 01.01 16 1 676 10 482<br />
Cash and cash equivalents per 31.12 16 26 548 1 676<br />
33
<strong>Note</strong> 1<br />
<strong>Beerenberg</strong> Corp. AS is a limited liability company registered<br />
in Bergen, Norway. The <strong>Beerenberg</strong> Corp Group<br />
comprises the parent company <strong>Beerenberg</strong> Corp. AS and the<br />
subsidiaries D&F Group AS and <strong>Beerenberg</strong> Inc. The Group<br />
has offices in Stavanger, Husøy, Oslo and Houston (USA).<br />
The Group delivers expertise and technology as well as<br />
engineering and inspection services in the fields of surface<br />
treatment, passive fire protection, insulation, architecture/<br />
interiors, scaffolding, Rope access techniques, and habitats<br />
as well as mobile machining, cutting and decommissioning.<br />
The consolidated financial statements comprise the parent<br />
company and subsidiary companies, referred to collectively<br />
as “the Group” and individually as “Group entities”.<br />
Information about the Group<br />
The consolidated financial statements with accompanying<br />
notes have been prepared in accordance with IFRS. The<br />
financial statements with accompanying notes for the parent<br />
company <strong>Beerenberg</strong> Corp. AS have been prepared in accordance<br />
with NGAAP.<br />
<strong>Beerenberg</strong> Corp. AS is wholly owned by <strong>Beerenberg</strong> Holding<br />
AS and is included in the consolidated financial statements<br />
for <strong>Beerenberg</strong> Holding Group.<br />
The annual financial statements were authorised for issue by<br />
the board of directors on 19 March 2013.<br />
<strong>Note</strong> 2<br />
Basis of preparation<br />
Confirmation of financial framework<br />
The consolidated financial statements have been prepared in<br />
accordance with EU-approved IFRS standards and associated<br />
interpretations as required as at 31 December 2012 and in<br />
accordance with additional Norwegian disclosure requirements<br />
under the provisions of the Norwegian Accounting<br />
Act as at 31 December 2012. There are no changes in accounting<br />
principles from 2011 to 2012.<br />
The financial statements of <strong>Beerenberg</strong> Corp. AS have been<br />
prepared in accordance with the Norwegian Public Limited<br />
Liability Company Act, the Norwegian Accounting Act and<br />
generally accepted accounting principles in Norway.<br />
The proposed consolidated financial statements were<br />
authorised by the board and CEO on the date stated in the<br />
signed statement of financial position. The consolidated financial<br />
statements shall be reviewed by an ordinary general<br />
meeting for final approval.<br />
Functional currency and presentation currency<br />
NOK is the Group’s functional currency and presentation<br />
currency. The exception is the subsidiary <strong>Beerenberg</strong> Inc<br />
using USD as its functional currency.<br />
Basis of calculations<br />
The consolidated financial statements have been prepared<br />
using historical cost principles, with the exception of<br />
▪▪<br />
Derivatives, which are assesed at fair value.<br />
▪▪<br />
the net defined benefit pension obligation, which is<br />
estimated as the sum of net plan assets plus previously<br />
unrecognised expenses relating to pension accruals<br />
from previous periods and deferred actuarial losses<br />
less deferred actuarial gains and the present value of<br />
future defined benefit pension obligations.<br />
Estimates and assessments<br />
Preparing the financial accounts in accordance with IFRS<br />
requires the management to make assessments, estimates<br />
and assumptions that affect the application of the accounting<br />
principles. The carrying amounts of assets and liabilities,<br />
as well as revenues and costs, are affected by these assessments.<br />
Actual results may deviate from estimated amounts.<br />
Estimates and their associated assumptions are based on<br />
historical data and other factors that are deemed to be<br />
relevant and representative. These calculations form the<br />
basis for assessing the amounts recognised in respect of assets<br />
and liabilities that cannot be determined on the basis of<br />
other sources. The estimates and assessments section gives<br />
an account of accounting assessments made that significantly<br />
affect the financial accounts and of estimates with<br />
a considerable risk of significant adjustments in the next<br />
financial year.<br />
Estimates and underlying assumptions are reviewed continually.<br />
Changes to accounting estimates are recognised in the<br />
period in which they occur if they only apply to that period.<br />
If the changes also pertain to future periods, the effect is<br />
distributed over the current and future periods.<br />
34<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 3<br />
The accounting principles described below have been consistently<br />
applied to all companies in the Group in all periods.<br />
Consolidation principles<br />
Subsidiary companies<br />
The subsidiary companies include all entities where the Group<br />
has a deciding influence on the entity’s financial and operational<br />
strategy, normally through the ownership of more than<br />
50% of the voting capital, and where the entity constitutes an<br />
enterprise. Subsidiaries are consolidated from the date when<br />
control was transferred to the Group. Consolidation ceases on<br />
the date when the Group no longer has control.<br />
Acquired subsidiaries are accounted for in the consolidated<br />
financial statements based on the parent company’s acquisition<br />
cost. When acquiring a subsidiary company, the purchase price<br />
of the acquired undertaking must be distributed so that the<br />
opening balance of the Group reflects the estimated fair value<br />
of the assets and liabilities that have been acquired. In order to<br />
establish the fair value of an acquisition, alternative methods<br />
must be used for assets for which there is no active market.<br />
Excess value beyond that which can be attributed to identifiable<br />
assets and liabilities is recognised as goodwill. If the fair value<br />
of the equity in an acquired company exceeds the consideration<br />
paid, the excess is immediately recognised as income. The<br />
allocation of the purchase price upon consolidation is amended<br />
if new information appears about the fair value applicable on<br />
the date control was obtained, no later than 12 months after the<br />
acquisition took place.<br />
IntraGroup transactions, balances and unrealised gains are<br />
eliminated. Unrealised losses are also eliminated but are<br />
considered to be an indicator of impairment, which would<br />
require an assessment to be made as to whether the transferred<br />
asset should be written down.<br />
Translation of foreign currency<br />
The bulk of the Group’s activities are conducted in NOK.<br />
The accounts of individual entities within the Group are<br />
measured in the currency used where the entity predominantly<br />
operates (functional currency). The consolidated<br />
financial statements are presented in NOK, which is both the<br />
functional currency of the parent company and the presentation<br />
currency of the Group.<br />
Transactions and balance sheet items<br />
Transactions in other currencies are converted to the functional<br />
currency using the transaction exchange rate. Foreign<br />
currency gains and losses resulting from the settlement<br />
Accounting principles<br />
of such transactions and from the conversion of monetary<br />
items (assets and liabilities) in other currencies at year-end<br />
using the exchange rate at the end of the reporting period are<br />
recognised in profit or loss.<br />
Foreign currency gains and losses relating to loans, cash<br />
and cash equivalents are presented (net) as financial income<br />
or financial expenses. All other foreign currency gains and<br />
losses are presented on the line for other (losses) gains.<br />
The currency effect of non-monetary items (both assets and<br />
liabilities) is included in the fair value assessment.<br />
Group entities<br />
The statements of financial position and comprehensive<br />
income of Group entities with a functional currency that<br />
differs from the presentation currency are translated as<br />
follows:<br />
a) The statement of financial position is translated using<br />
the exchange rate at the end of the reporting period<br />
b) The statement of comprehensive income is translated<br />
using the average exchange rate (if the average<br />
exchange rate does not give a reasonable overall<br />
estimate for the transaction exchange rate, then the<br />
transaction exchange rate is used)<br />
c) Translation differences are taken to other revenues<br />
and costs and are specified as a separate item.<br />
Financial instruments<br />
The Group initially recognises loans, receivables and deposits<br />
on the date that they are originated. All other financial<br />
assets are recognised initially on the trade date at which the<br />
Group becomes a party to the contractual provisions of the<br />
instrument.<br />
The Group derecognises a financial asset when the contractual<br />
rights to the cash flows from the asset expire, or when<br />
the Group transfers the rights to receive the contractual<br />
cash flows on the financial asset in a transaction in which<br />
substantially all the risks and rewards of ownership of the<br />
financial asset are transferred. All rights and liabilities in<br />
transferred financial assets that are created or retained as a<br />
result of the transfer are recognised separately as assets or<br />
liabilities.<br />
Financial assets and liabilities are offset if the Group has a<br />
legal right to offset the amounts and intends either to settle<br />
on a net basis or to realise the asset and settle the liability<br />
simultaneously. Offset amounts are presented net in the<br />
statement of financial position.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
35
<strong>Note</strong> 3 | Accounting principles<br />
Classification<br />
The Group classifies its financial assets in the categories (1)<br />
financial assets at fair value through profit or loss, (2) loans<br />
and receivables, and (3) available-for-sale financial assets.<br />
Classification is dependent on the objective.<br />
Financial assets at fair value<br />
through profit or loss<br />
Financial assets at fair value through profit or loss are<br />
financial assets that are held for trading. A financial asset is<br />
classified in this category if it was acquired primarily with<br />
a view to generating a gain from short-term price fluctuations.<br />
Attributable transaction costs are initially recognised<br />
in profit or loss when they are incurred. The instruments<br />
are measured at fair value, and changes in the value<br />
are recognised in profit or loss. Derivatives are classed as<br />
financial assets at fair value through profit or loss, unless<br />
they are part of a hedge relationship. The company does not<br />
use hedge accounting as at 31.12.2012.<br />
The fair value of forward exchange contracts is based on<br />
their listed market price if available. If the market price is not<br />
available, the fair value is determined by discounting the difference<br />
between the contractual forward price and the current<br />
forward price for the residual maturity of the contract at<br />
a risk-free interest rate (based on government bonds).<br />
The fair value of interest rate swaps is based on broker<br />
quotes. The quotes are tested for reasonableness by discounting<br />
estimated, future cash flows based on the terms<br />
and maturity of each contract, using the market interest<br />
rate for an equivalent instrument at the measurement date.<br />
The fair value reflects the instrument’s credit risk.<br />
Financial derivative instruments<br />
The Group holds a limited number of financial derivative<br />
instruments to hedge its foreign currency and interest rate<br />
risk exposures. Derivatives are recognised initially at fair<br />
value. Changes in fair value are recognised in profit or loss,<br />
except for hedging instruments that meet the criteria for<br />
hedge accounting.<br />
The Group’s criteria for classifying a derivative instrument<br />
as a hedging instrument follow the requirements of IAS 39<br />
and are as follows:<br />
1. There is sufficient documentation at the time of the inception<br />
of the hedge relationship that the instrument<br />
is effective<br />
2. The hedging instrument is expected to be highly effective<br />
in offsetting the changes in fair value or cash flows<br />
of the hedged item<br />
3. For a cash flow hedge, the transaction must be highly<br />
likely to occur<br />
4. The effectiveness of the hedging instrument can be<br />
reliably measured, and<br />
5. The hedging instrument is continually assessed and<br />
has proven to be effective<br />
Hedging instruments classed as cash flow hedges offset<br />
variations in cash flows caused by changes in exchange rates,<br />
interest rates and market values. For cash flow hedges that<br />
meet the criteria for hedge accounting, all gains and losses<br />
on the effective part of the contract are recognised in comprehensive<br />
income, while those on the ineffective part are<br />
recognised in the income statement under finance.<br />
Financial derivative instruments are classed as current<br />
assets or current liabilities in the statement of financial position.<br />
The company did not practise hedge accounting in 2012<br />
and did not use hedging instruments to a significant degree.<br />
Loans and receivables<br />
Loans and receivables are non-derivative financial assets<br />
with fixed or determinable payments that are not quoted in<br />
an active market. They are classed as current assets unless<br />
they expire within 12 months of the end of the reporting period.<br />
Loans and receivables are classed as trade receivables,<br />
other long-term receivables and other receivables.<br />
Trade receivables<br />
Trade receivables are initially recognised at fair value. The<br />
fair value of trade and other receivables is estimated as the<br />
present value of future cash flows, discounted at the market<br />
rate of interest at the end of the reporting period (the reporting<br />
date). Due to their short residual maturity, the nominal<br />
value of the receivables is deemed to reflect their fair value.<br />
Provisions for losses are accounted for when there are objective<br />
indicators that the Group will not receive payment in<br />
accordance with the original terms and conditions. The provision<br />
is the difference between the nominal/amortised cost<br />
and expected payment (present value of expected future<br />
cash flow) from the customer.<br />
Trade payables and other short-term<br />
payables<br />
Trade payables are measured at fair value when initially recognised<br />
and at amortised cost in subsequent periods. Due to<br />
their short residual maturity, the nominal value of the payables<br />
is deemed to reflect their fair value / amortised cost.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash and bank deposits.<br />
36<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Derivatives at fair value<br />
through profit or loss<br />
Derivatives are recognised at fair value on the trade date<br />
and then at their subsequent fair value. Associated gains and<br />
losses are included in the income statement under “Other<br />
(losses) gains” in the period in which they occur.<br />
Share capital<br />
Ordinary shares are classed as equity. Costs directly attributable<br />
to the issue of ordinary shares are recognised as<br />
a deduction from equity (share premium reserve) net of any<br />
tax effects.<br />
Tangible non-current assets<br />
The Group’s tangible non-current assets comprise production<br />
equipment, workshops and improvements to buildings<br />
and other operating equipment. Tangible non-current assets<br />
are recognised in the statement of financial position at cost<br />
less accumulated depreciation and write-downs. The cost<br />
price of tangible non-current assets is the purchase price including<br />
expenses directly attributable to the purchase of the<br />
asset. The cost of self-constructed assets includes the cost<br />
of materials, direct labour costs, borrowing costs and other<br />
costs directly attributable to bringing the assets to a working<br />
condition for their intended use, the cost of dismantling and<br />
removing the items, and restoring the site on which they are<br />
used.<br />
Expenses incurred after the non-current asset has been put<br />
into use, such as ongoing daily maintenance, are recognised<br />
in profit or loss in the period in which they were incurred,<br />
except for other expenses expected to generate future<br />
economic benefits that are recognised as a part of the noncurrent<br />
asset.<br />
If substantial, individual components of an item of property,<br />
plant and equipment have different useful lives, they are accounted<br />
for as separate components.<br />
Gains and losses on disposal are included in the operating<br />
profit or loss.<br />
Goodwill<br />
The Group measures goodwill as the fair value of the consideration<br />
transferred, less the net amount (normally fair<br />
value) of the identifiable assets acquired and liabilities assumed,<br />
all measured as at the acquisition date.<br />
Goodwill is distributed to cash-generating units and is not<br />
subject to an amortisation schedule but is tested for impairment<br />
annually and when there is an indication that a writedown<br />
is necessary. Goodwill write-downs are not reversed.<br />
For the purpose of testing goodwill for impairment, goodwill<br />
is allocated to the cash-generating units that are expected to<br />
benefit from the acquisition.<br />
Intangible assets<br />
Research and development<br />
Expenditure on research activities, undertaken with the<br />
prospect of gaining new scientific or technical knowledge, is<br />
recognised in profit or loss as incurred.<br />
Development activities include designs or plans for the<br />
production of new or substantially improved products and<br />
processes. Development expenditure is capitalised only if it<br />
can be reliably measured, if the product or process is technically<br />
or commercially viable, if future economic benefits<br />
are probable, and if the Group intends to and has sufficient<br />
resources to complete the development and to sell or use the<br />
asset. The expenditure capitalised includes materials, direct<br />
labour, directly attributable overhead costs and borrowing<br />
costs. Other development expenditure is recognised in profit<br />
or loss as incurred.<br />
Capitalised development expenditure is measured at cost<br />
less accumulated amortisation and accumulated impairment<br />
losses.<br />
The Group’s intangible assets relate to identified excess<br />
value such as technology and customer relationships arising<br />
in connection with the acquisition of Bjørge Norcoat AS in<br />
2007 and relating to in-house technology in the field of insulation<br />
(Benarx) and cutting technology (Green Turtle). See<br />
also <strong>Note</strong> 12 concerning intangible assets.<br />
Depreciation<br />
Property, plant and equipment are depreciated on a straightline<br />
basis over their estimated useful life. Depreciation<br />
is calculated on the basis of the cost of the asset or other<br />
amount substituted for cost, less its residual value.<br />
The economic useful life of our scaffolding was reassessed in<br />
2010, and its period of use has now been set at 20 years. The<br />
period of use is the period in which the company expects to<br />
use the scaffolding and may thus be shorter than its economic<br />
useful life. The period of use and the residual value<br />
are assessed at the end of each reporting period and adjusted<br />
if necessary. Scaffolding are depreciated over a period of 15<br />
years.<br />
Containers and workshops are depreciated over a period of<br />
10 years, while other production equipment and other assets<br />
are depreciated over a period of 3 –7 years.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
37
<strong>Note</strong> 3 | Accounting principles<br />
Intangible assets are amortised on a straight-line basis over<br />
their estimated useful life from the time they are available<br />
for use, since this most closely reflects the consumption of<br />
the future economic benefits embodied in the asset. The estimated<br />
useful lives for the current period and comparative<br />
periods are as follows:<br />
▪▪<br />
Customer relationships 10 years<br />
▪▪<br />
Technology 10 years<br />
Amortisation method, useful life and residual value are<br />
reviewed annually and adjusted if necessary.<br />
Impairment losses<br />
When the carrying amount of a non-current asset is higher<br />
than the estimated recoverable amount, the value is written<br />
down to the recoverable amount. The recoverable amount is<br />
the greatest of fair value less cost to sell and its value in use.<br />
The scope for reversing any previous write-downs (except<br />
goodwill) is assessed on each reporting date.<br />
With the exception of inventories (see Inventories) and<br />
deferred tax assets (see Income tax), the carrying amount of<br />
the Group’s fixed assets is continually assessed to determine<br />
whether there is any indication of impairment. If any such<br />
indication exists, the asset’s recoverable amount is estimated<br />
(see Calculating the recoverable amount).<br />
Goodwill and intangible assets with indefinite useful lives<br />
are tested for impairment annually.<br />
An impairment loss is recognised when the carrying amount<br />
of an asset or cash-generating unit exceeds the recoverable<br />
amount. Impairment losses are recognised through profit or<br />
loss.<br />
Impairments estimated for cash-generating units are allocated<br />
so that the carrying amount of any goodwill in the<br />
cash-generating units is reduced first. Next, the remaining<br />
impairment losses on the other assets in the unit are allocated<br />
pro rata based on the carrying amount.<br />
If an impairment in the fair value of a financial asset available<br />
for sale has been taken directly to other income and<br />
expenses, and if there is objective evidence that the asset has<br />
been the subject of an impairment, the accumulated loss that<br />
has been recognised directly in other income and expenses<br />
in profit or loss will be recognised. This applies even if the<br />
financial asset has not been realised. The loss recognised in<br />
profit or loss is the difference between the acquisition cost<br />
at the time of acquisition and the current fair value, less any<br />
impairment of the financial asset previously recognised in<br />
profit or loss.<br />
Calculating the recoverable amount<br />
The recoverable amount of an asset is the greater of the net<br />
selling price (less cost to sell) and value in use. The value in use<br />
is estimated by discounting expected future cash flows to their<br />
present value using a market-based risk-adjusted discount rate.<br />
For assets that do not generally generate independent cash<br />
flows, the recoverable amount is determined for the smallest<br />
cash-generating unit to which the asset belongs.<br />
Reversing impairment losses<br />
Impairment losses on goodwill are not reversed. In respect<br />
of other assets, impairment losses are reversed if there is any<br />
change to the estimates used to calculate the recoverable<br />
amount.<br />
Lease agreements (as a lessee)<br />
Leases under which the Group assumes substantially all<br />
the risks and rewards of ownership are classed as financial<br />
leases. Upon initial recognition the asset is measured at an<br />
amount equal to the lower of its fair value and the present<br />
value of the minimum lease payments. Subsequent to initial<br />
recognition, the asset is subject to the same accounting principle<br />
as equivalent assets.<br />
Other leases are operating leases and are not recognised in<br />
the Group’s statement of financial position.<br />
Inventories<br />
Inventories are measured at an amount equal to the lower of<br />
acquisition cost and net realisable value. The net realisable<br />
value is the estimated selling price in the ordinary course<br />
of business less the estimated cost of completion and selling<br />
expenses. The acquisition cost of manufactured inventories<br />
includes the direct cost of materials, direct labour and a<br />
share of indirect production overheads, while the acquisition<br />
cost of purchased inventories is the cost price based on the<br />
first-in-first-out principle and includes the cost incurred in<br />
acquiring the inventories, production or conversion overheads<br />
and other costs incurred in bringing them to their existing<br />
location and condition. In accordance with IAS 2.28,<br />
the value of inventories is written down to the net realisable<br />
value if the inventories have been damaged or have become<br />
wholly or partially obsolete or if the selling price has fallen.<br />
Cost of sales for the year comprises the cost price of goods<br />
sold plus any write-down in accordance with IAS 2.28 at the<br />
end of the year.<br />
Pension costs and pension obligations<br />
Pension costs and pension obligations are treated in accordance<br />
with IAS 19. Pensions are described in <strong>Note</strong> 20. The net<br />
38<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
pension costs for the period are classed as salary and personnel<br />
costs.<br />
The Group operates a pension scheme financed by contributions<br />
paid into a separate legal entity (insurance company)<br />
in the form of a defined contribution plan. A defined contribution<br />
plan is a pension scheme under which the Group pays<br />
fixed contributions to the insurance company. The company<br />
has no further payment obligations once the contributions<br />
have been paid. The contributions are recognised in profit<br />
or loss as salary costs as incurred. Prepaid contributions are<br />
recognised as assets to the extent that they can be refunded<br />
or reduce future contributions.<br />
The Group is a member of an AFP defined benefit scheme. A<br />
defined benefit plan is a pension scheme that is not contribution-based.<br />
Net liabilities for defined benefit plans are<br />
calculated for each scheme by estimating future benefits<br />
accrued by the employees for services given in the current<br />
or previous periods. The benefits are discounted to calculate<br />
their present value, and the cost of pension accruals from<br />
previous periods that have not yet been recognised and the<br />
fair value of plan assets are deducted.<br />
Changes to defined benefit pension obligations caused by<br />
changes to the pension plans are distributed over the estimated<br />
average remaining contribution period.<br />
The accumulated effect of changes in estimates and in financial<br />
and actuarial assumptions (actuarial gains and losses)<br />
making up less than 10 % of the greater of the pension obligations<br />
and the plan assets at the beginning of the year is not<br />
recognised. When the accumulated effect exceeds 10% at the<br />
start of the year, the excess is recognised in profit or loss over<br />
the assumed average remaining qualifying period.<br />
The discount rate for Norwegian schemes is based on the<br />
yield on 10-year Norwegian government bonds as at the end<br />
of the reporting period, adjusted to reflect the maturity of<br />
the pension obligations. The pension obligations are calculated<br />
by an actuary based on a straight-line accruals model.<br />
The ordinary pension scheme (which is a defined benefit<br />
plan) and the AFP scheme are both unfunded schemes.<br />
At the turn of the year, a total of 27 retirees have signed up<br />
to the AFP plan. Provisions for future pension obligations<br />
have been made on recommendation by the Norwegian<br />
Accounting Standards Board.<br />
The company recognises gains or losses on the curtailment<br />
or settlement of a defined benefit plan at the time the curtailment<br />
or settlement occurs. The gain or loss on a curtailment<br />
or settlement includes:<br />
a) All changes in the present value of the defined benefit<br />
pension obligation resulting from the curtailment or<br />
settlement.<br />
b) All changes in the fair value of the plan assets resulting<br />
from the curtailment or settlement.<br />
c) All associated actuarial gains and losses as well as the<br />
cost of pension accruals from previous periods which,<br />
in accordance with specific exceptions described in<br />
IAS 19, has not previously been recognised.<br />
A curtailment occurs when the company has either<br />
a) demonstrably committed itself to substantially reducing<br />
the number of employees covered by a scheme, or<br />
b) changed the terms and conditions of a defined benefit<br />
plan so that a significant element of the future service<br />
of current employees no longer qualifies for benefits or<br />
only qualifies for reduced benefits.<br />
See further information in <strong>Note</strong> 20 on pensions.<br />
Provisions<br />
Provisions are accounted for when the Group has an obligation<br />
(legal or self-imposed) resulting from a previous event<br />
if it is likely (more likely than not) that a financial settlement<br />
will take place as a result of this obligation and the size of the<br />
amount can be reliably calculated. If the effect is significant,<br />
the provision is calculated by discounting expected future<br />
cash flows with a discount rate before tax that reflects the<br />
market’s valuation of the time value of money and, if relevant,<br />
risks specifically linked to this obligation.<br />
Warranties<br />
A provision for warranties is recognised when the underlying<br />
products or services are delivered. The warranty period<br />
is normally two years. At the end of a project, a provision<br />
is made to meet any warranty claims and complaints. The<br />
provision is based on historical information about warranties<br />
weighted by the probability that a warranty expense<br />
will be incurred. It is normal for such provisions to be a<br />
fixed proportion of the contract value, but a larger or smaller<br />
provision may be made depending on the specific assessment<br />
of individual projects. Experience from previous projects<br />
provides the best basis for making both general and specific<br />
warranty provisions. Factors that may affect the size of the<br />
provision include the Group’s quality measures and project<br />
implementation model.<br />
Restructuring<br />
A provision for restructuring is recognised once the Group<br />
has approved a detailed and formal restructuring plan and<br />
the restructuring has either commenced or been communicated<br />
to the affected parties.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
39
<strong>Note</strong> 3 | Accounting principles<br />
Onerous contracts<br />
A provision for onerous contracts is recognised when the<br />
Group’s expected revenue from a contract is lower than the<br />
unavoidable cost of meeting its contractual obligations. The<br />
estimated provision is the present value of the lower of the<br />
expected cost of terminating the contract and the expected<br />
net cost of fulfilling the contract. Before a provision is made,<br />
all impairment losses on assets associated with the contract<br />
are recognised.<br />
Revenue recognition<br />
Most of the company’s revenues are associated with the sale<br />
of services, goods and the hire of equipment in connection<br />
with maintenance contracts that the company has entered<br />
into. Revenues are recognised in accordance with IAS 18<br />
Revenue. The majority of the Group’s contracts is invoiced<br />
and recognized as income on basis of hours incurred multiplied<br />
by a defined hourly rate associated with the services<br />
provided, unit price contracts are recognized as income in<br />
accordance with measured progress and equipment rental is<br />
recognized as income in the period the equipment is leased.<br />
Contract revenues include the initial amount agreed in<br />
the contract plus any variations in contract work, disputed<br />
amounts and incentive payments to the extent that it is<br />
probable that they will result in revenue and can be estimated<br />
reliably. When the outcome of a contract can be estimated<br />
reliably, the contract revenue is recognised in profit or loss<br />
in proportion to the stage of completion of the contract. The<br />
outcome of a transaction may, according to IAS 18, be estimated<br />
reliably when:<br />
a) The revenue can be reliably measured<br />
b) It is probable that the economic benefits associated<br />
with the transaction will fall to the company<br />
c) The stage of completion of the transaction at the end<br />
of the reporting period can be measured reliably<br />
d) The expenses incurred in connection with the<br />
transaction and the expenses that will be incurred in<br />
completing the transaction can be measured reliably.<br />
Contract expenses are recognised as incurred, unless they<br />
generate an asset related to future contract activity. Indirect<br />
expenses which are applicable to the company as a whole, or<br />
to the project activities, but which cannot be allocated to an<br />
individual project, are not included.<br />
Revenue relating to ordinary activities is measured at the<br />
fair value of the consideration received or receivable, net of<br />
returns, trade discounts and volume rebates etc.<br />
Revenue from services rendered is recognised when persuasive<br />
evidence exists that the work completed has been,<br />
or is highly likely to be, approved by the customer. This is<br />
assessed on the basis of the stage of completion of the service<br />
at the end of the reporting period. The stage of completion is<br />
assessed on the basis of work completed.<br />
If the outcome of a maintenance contract cannot be measured<br />
reliably, the contract revenues are recognised only to<br />
the extent that the incurred contract expenses are expected<br />
to be met by the customer. An expected loss on a contract is<br />
recognised in profit or loss as incurred.<br />
Revenue from the sale of goods is recognised when persuasive<br />
evidence exists that the significant risks and rewards<br />
of owning the goods have been transferred to the buyer. For<br />
sales of the company’s products, transfer normally occurs<br />
once the product is received at the customer’s warehouse or<br />
installation.<br />
Maintenance contracts<br />
Most of the Group’s turnover is associated with long-term<br />
maintenance contracts. As a general rule, these contracts<br />
are agreed with a fixed price per unit (unit price contracts) or<br />
a fixed price per hour, and variations thereof. What constitutes<br />
a unit varies from contract to contract, but it may be a<br />
square metre of surface treatment, for example.<br />
At the end of each billing period, the Group reports to the customer<br />
the number of hours and/or number of units completed<br />
in the period. The former is based on the recorded and approved<br />
number of hours, while the latter is based on physical progress<br />
recorded by a detailed inspection. The customer reviews the<br />
supporting documentation and issues a payment certificate to<br />
the Group. On the basis of the payment certificate, the Group<br />
recognises the revenue for the period as income and bills the<br />
customer. By having the customer review the documentation<br />
of work completed and issue a payment certificate, the revenue<br />
has the prior approval of the customer.<br />
Delivery of materials<br />
In some contracts, the delivery of materials is incorporated<br />
in the fixed hourly price or the fixed unit price. In other<br />
cases, the delivery of materials is billed separately. The delivery<br />
of materials is recognised as income when the materials<br />
have been put into use on a project or transferred to the<br />
customer in some other way.<br />
Other revenues<br />
On smaller projects, the work carried out in the period is<br />
billed and recognised as income based on work completed or,<br />
as a general rule, based on approved timesheets, but without<br />
the customer issuing a payment certificate in advance. Some<br />
smaller projects are also billed and recognised as income<br />
upon completion of the project. These types of projects will<br />
rarely stretch over multiple reporting periods. Letting of<br />
scaffolding and other equipment is invoiced and recognized<br />
as income in the period it has been let.<br />
40<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Accrued, unbilled contract revenues<br />
Accrued, unbilled contract revenues represent the value of<br />
completed contract work less payment from the customer.<br />
The value of completed contract work is measured at cost<br />
plus accrued net profit to date. Payment from customers is<br />
offset in the statement of financial position against contract<br />
work in progress. Received customer advances in excess of<br />
the amount allocated to inventories are classed as current<br />
liabilities.<br />
Expense recognition / matching<br />
Expenses are matched with and recognised alongside the revenues<br />
to which they can be allocated. Expenses that cannot be<br />
allocated directly to revenue are recognised as incurred. All<br />
expenses linked to the restructuring or discontinuation of an<br />
operation are recognised at the time the decision is made.<br />
Government grants<br />
The company receives various types of government grants<br />
in relation to its research and development activities. These<br />
may be funding through the SkatteFUNN scheme or other<br />
grants. Such grants, whereby the company is compensated for<br />
expenses incurred, are systematically recognised in profit or<br />
loss over the period that the expenses are recognised. Grants<br />
that compensate the Group for the cost of an asset are recognised<br />
in profit or loss over the useful life of the asset.<br />
Finance income and finance costs<br />
Finance income comprises interest income on funds invested<br />
during the year. Finance costs comprise interest costs<br />
incurred during the year.<br />
Foreign currency gains and losses are reported on a net basis.<br />
Income tax and deferred tax<br />
Income tax expenses comprise current and deferred tax. Tax is<br />
recognised in profit or loss, except when it relates to items taken<br />
to other income and expenses or directly to equity, or are linked<br />
to business combinations. If this is the case, the tax is also taken<br />
to other income and expenses or directly to equity.<br />
Tax payable for the period is calculated in accordance with<br />
tax laws and rules that have been enacted, or substantially<br />
enacted, by the tax authorities at the end of the reporting<br />
period. Taxable income is calculated on the basis of the<br />
legislation in the countries in which the Group’s subsidiaries<br />
operate and generate taxable income.<br />
Using the liability method, deferred tax is calculated on all<br />
temporary differences between the tax value and consolidated<br />
accounting value of assets and liabilities. The following<br />
temporary differences are not taken into account:<br />
▪▪<br />
Goodwill that is not tax deductible<br />
▪▪<br />
Initial recognition of assets or liabilities that affects<br />
neither accounting nor taxable profit or loss<br />
▪▪<br />
Differences relating to investments in subsidiaries that<br />
are not likely to reverse in the near future<br />
Deferred tax is calculated using tax rates and tax legislation<br />
that have been enacted, or substantially enacted, at the end<br />
of the reporting period.<br />
Deferred tax assets are recognised to the extent that it is probable<br />
that future taxable income will be generated against which<br />
the deductible temporary differences can be realised.<br />
Deferred tax assets and deferred tax liabilities are offset if<br />
there is a legally enforceable right to offset them.<br />
Estimates and judgements<br />
Estimates and judgements are reviewed on an ongoing basis<br />
and are based on historical information and other factors,<br />
including assumptions and future events that are deemed<br />
likely under the current circumstances.<br />
Estimates/assumptions<br />
The Group produces estimates and makes judgements/<br />
assumptions about the future. The resulting accounting<br />
estimates will rarely correspond fully to the final outcome.<br />
Estimates and assumptions that entail a significant risk of<br />
substantial changes in the carrying amounts of assets and<br />
liabilities during the next accounting year are:<br />
i) Tangible non-current assets – Depreciation and<br />
potential write-downs of equipment are based on assumptions<br />
concerning periods of use, residual value, expected<br />
revenues and interest rate levels. A negative change in the<br />
basic assumptions could lead to higher depreciation than<br />
previously and potentially to a write-down of the assets.<br />
ii) Revenue recognition - As described in recognized sale<br />
of services for under IAS 18 Revenue. This includes income<br />
recognition according to the percentage of completion of<br />
physical progress in the service delivery, which in some<br />
cases lead to use of estimates.<br />
The most significant source of uncertainty in respect of<br />
contract revenues relates to the estimation of supplementary<br />
work, additional requirements and bonus payments<br />
that are recognised as income to the extent that the Group<br />
finds it probable that they will result in additional revenue<br />
and that reliable estimates can be made. For many projects,<br />
there may be substantial changes to the agreed scope of<br />
work that may lead to a number of variations in contract<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
41
<strong>Note</strong> 3 | Accounting principles<br />
work. It is normal for contracts to contain provisions for<br />
how such changes should be handled. At any given time<br />
there will be unapproved variations in contract work and<br />
requirements included in the contract revenues. Although<br />
the management has extensive experience in assessing the<br />
outcome of such negotiations, there will always be an element<br />
of uncertainty.<br />
The cost of completion depends on both productivity factors<br />
and salary levels. Factors that may substantially affect<br />
cost estimates, requirements and variations in contract<br />
work include weather conditions, access to work sites, the<br />
price of raw materials and other circumstances that may<br />
have an effect on time use.<br />
Revenue recognition of contracts with mobilisation and<br />
demobilisation costs requires assumptions to be made<br />
about the duration of the contract, including potential extension<br />
options, in order to allocate expenses and revenues<br />
from the mobilisation/demobilisation period over the<br />
delivery period. Changes in the delivery period may result<br />
in adjustments being made to the accrued amount.<br />
iii) Income tax – On some projects, the company will<br />
operate outside Norway and must then comply with local<br />
legislation. On operations taking place abroad, the company<br />
will primarily operate as a sub-contractor to a customer<br />
with an established business in the country in question and<br />
will normally not incur any tax liabilities, as these will be<br />
assumed by the customer. Tax incurred in a third country<br />
will in some cases be income tax and in other cases operating<br />
expenses. An assessment of potential tax liabilities has<br />
been made, with the conclusion that the Group has no latent<br />
overseas tax liabilities as at 31.12.2012.<br />
Capitalised tax assets usually arise as a result of loss<br />
carryforwards that can be used to reduce income tax on<br />
future profits. Recognition of such assets is based on having<br />
sufficient basis for assuming that such future profits<br />
will be available against which the loss carryforwards<br />
can be utilised. When the final outcome deviates from the<br />
original provision, the deviation will affect the tax payable<br />
and the provision for deferred tax in the period that the<br />
outcome becomes clear. Specific information about the<br />
Group’s tax situation can be found in <strong>Note</strong> 10 Tax.<br />
General assessments have been carried out of potential<br />
tax liabilities, but to date they have not resulted in any<br />
income tax being paid or provided for. Such assessments<br />
may be challenged and lead to tax being paid. The company<br />
normally hedges its contracts with customers so that<br />
the customer assumes the tax risk. However, there may be<br />
elements of uncertainty in relation to the extent of any tax<br />
refund and the cost of processing any tax claims.<br />
iv) Pensions – The present value of pension obligations<br />
is based on a number of assumptions and depends on a<br />
number of factors determined on an actuarial basis. The<br />
assumptions used to determine the net pension cost include<br />
economic factors such as the discount rate, expected<br />
future wage inflation, inflation and the return on plan assets<br />
as well as demographic factors such as life expectancy,<br />
disability, early retirement and voluntary retirement.<br />
Any change in the assumptions will affect the estimated<br />
pension obligations. Changes in the estimated pension<br />
obligations will affect the accounting figures gradually<br />
over a relatively long period in that the amended figure is<br />
amortised over a number of years. For further information<br />
see <strong>Note</strong> 20 Employee benefits – pensions.<br />
v) Warranties – The warranty period is normally two years.<br />
At the end of a project, a provision is usually made to meet<br />
any warranty claims and complaints. It is normal for such<br />
provisions to be one per cent of the contract value, but a<br />
larger or smaller provision may be made depending on the<br />
specific assessment of individual projects. Experience from<br />
previous projects provides the best basis for making both<br />
general and specific warranty provisions.<br />
vi) Goodwill – In accordance with the accounting principles,<br />
the Group performs tests annually, or more frequently<br />
if necessary, to determine whether goodwill recognised<br />
in the statement of financial position should be written<br />
down. The estimated recoverable amount is calculated<br />
on the basis of the present value of budgeted cash flows<br />
for the cash-generating unit. The calculations require<br />
the use of estimates and that they are consistent with the<br />
market valuation of the Group. Specific information about<br />
goodwill and the testing of carrying amounts is provided<br />
in <strong>Note</strong> 12 Intangible assets.<br />
vi) Research and development – In accordance with the<br />
accounting principles, the Group performs tests annually,<br />
or more frequently if necessary, to determine whether<br />
recognised research and development should be written<br />
down. The estimated recoverable amount is calculated<br />
on the basis of the present value of budgeted cash flows<br />
for the cash-generating unit. The calculations require<br />
the use of estimates and that they are consistent with the<br />
market valuation of the Group. Specific information about<br />
research and development and the testing of recognised<br />
amounts is provided in <strong>Note</strong> 12 Intangible assets.<br />
Segment reporting<br />
Operating segments are reported in the same way as internal<br />
reporting to the company’s chief operating decision makers.<br />
The company’s chief operating decision makers, who<br />
are responsible for allocating resources to and assessing the<br />
earnings of the operating segments, are defined as the Group<br />
management team.<br />
42<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
An operating segment is a component of a company that engages<br />
in business activities from which it earns revenues and<br />
incurs expenses, including operating revenues and expenses<br />
related to transactions with other components of the company.<br />
The operating profit or loss of an operating segment is<br />
reviewed regularly by the Group management team to assess<br />
the need for allocating resources and to assess the operating<br />
segment’s performance. Separate financial information is<br />
provided about the segment.<br />
Results from operating segments reported to the Group’s<br />
management team include items that are directly attributable<br />
to the segment along with items that can reasonably be<br />
allocated to the segment.<br />
Events after the reporting period<br />
New information after the reporting period about the company’s<br />
financial position at the end of the reporting period<br />
has been taken into account in the financial statements.<br />
Events after the reporting period that do not affect the company’s<br />
financial position at the end of the reporting period<br />
but that will affect the company’s financial position in the<br />
future are disclosed if they are significant.<br />
Refer to note 29 for events after the reporting period.<br />
Changes to IFRS and to IFRIC<br />
interpretations yet to be implemented<br />
At the time of the approval of the consolidated financial<br />
statements, the following standards and interpretations<br />
had been published but not entered into force. They have<br />
not been adopted when preparing the consolidated financial<br />
statements. The Group expects to apply the changes<br />
from the date when they become effective. Changes in the<br />
financial statements as a result of changes to the standards<br />
described below are considered to be insignificant, or not<br />
known at this time.<br />
Standard Summary of changes EU Endorsement status<br />
Presentation of Items of<br />
Other Comprehensive<br />
Income – Amendments<br />
to IAS 1<br />
Transition guidance:<br />
Amendments to IFRS<br />
10, IFRS 11 and IFRS 12<br />
Annual Improvements<br />
to IFRSs – 2009-2011<br />
Cycle<br />
IFRS 10 Consolidated<br />
Financial Statements<br />
The amendments require that an entity present separately the items of OCI that may be reclassified<br />
to profit or loss in the future from those that would never be reclassified to profit or loss.<br />
They also preserve the existing option to present the profit or loss and other comprehensive income in<br />
two statements.<br />
The amendments simplify the transition to these new standards and provide additional relief from<br />
disclosures.<br />
For entities that present one year of comparatives, the amendments:<br />
• simplify the transition process by requiring the consolidation conclusion to be tested at the start of<br />
the year in which IFRS 10 is adopted;<br />
• remove the requirement to disclose the impact of the change in accounting policy for the year in<br />
which the standards are adopted; and<br />
• require disclosures in respect of unconsolidated structured entities be provided only<br />
prospectively.<br />
For entities that provide additional comparatives on a voluntary basis, only the period immediately<br />
preceding the year of adoption of the standards needs to be restated.<br />
This cycle of improvements contains amendments to;<br />
• IFRS 1 First-time adoption of IFRSs – repeated application of IFRS 1 and borrowing cost<br />
exemption<br />
• IAS 1 Presentation of financial statements – comparative information beyond minimum<br />
requirements and presentation of the opening statement of financial position and related notes<br />
• IAS 16 Property, plant and equipment – classification of servicing equipment<br />
• IAS 32 Financial instruments: presentation – income tax consequences of distributions<br />
• IAS 34 Interim financial reporting – segment assets and liabilities<br />
Part of a new suite of standards on consolidation and related standards, replacing the existing<br />
accounting for subsidiaries and joint ventures (now joint arrangements), and making limited<br />
amendments in relation to associates.<br />
IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements and SIC-12<br />
Consolidation - Special Purpose Entities. It provides a single model to be applied in the control<br />
analysis for all investees, including entities that currently are SPEs in the scope of SIC-12. An investor<br />
controls an investee when:<br />
• it is exposed or has rights to variable returns from its involvement with that investee;<br />
• it has the ability to affect those returns through its power over that investee; and<br />
• there is a link between power and returns.<br />
IAS 27 (2011) carries forward the existing accounting and disclosure requirements of IAS 27 (2008)<br />
for separate financial statements, with some minor clarifications. The requirements of IAS 28 (2008)<br />
and IAS 31 for separate financial statements have been incorporated into IAS 27 (2011).<br />
Endorsed (5 June 2012).<br />
Not yet endorsed for use in the EU:<br />
expected effective date 1 January<br />
2014.<br />
IASB effective date 1 January 2013<br />
Not yet endorsed.<br />
IASB effective date 1 January 2013<br />
Not yet endorsed for use in the EU:<br />
expected effective date 1 January<br />
2014.<br />
IASB effective date 1 January<br />
2013.<br />
To be adopted as part of suite of<br />
standards (IFRSs 10 to 12)<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
43
<strong>Note</strong> 3 | Accounting principles<br />
Standard Summary of changes EU Endorsement status<br />
IFRS 11 Joint<br />
Arrangements<br />
IFRS 12 Disclosure<br />
of Interests in Other<br />
Entities<br />
IFRS 13 Fair Value<br />
Measurement<br />
IAS 27 Separate<br />
Financial Statements<br />
(2011)<br />
IAS 28 Investments in<br />
Associates and Joint<br />
Ventures (2011)<br />
Defined Benefit Plans –<br />
Amendments to IAS 19<br />
Disclosures – Offsetting<br />
Financial Assets and<br />
Financial Liabilities –<br />
Amendments to IFRS 7<br />
Offsetting Financial<br />
Assets and Financial<br />
Liabilities –<br />
Amendments to IAS 32<br />
Part of a new suite of standards on consolidation and related standards, replacing the existing<br />
accounting for subsidiaries and joint ventures (now joint arrangements), and making limited<br />
amendments in relation to associates.<br />
All parties to a joint arrangement are within the scope of IFRS 11. IFRS 11:<br />
• carves out from IAS 31, those cases in which there is a separate vehicle but that separation is<br />
overcome by form, contract or other facts and circumstances.<br />
removes the choice of equity or proportionate accounting for JCEs (as was under IAS 31)<br />
Part of a new suite of standards on consolidation and related standards, replacing the existing<br />
accounting for subsidiaries and joint ventures (now joint arrangements), and making limited<br />
amendments in relation to associates.<br />
• Contains the disclosure requirements for entities that have interests in subsidiaries, joint<br />
arrangements (i.e. joint operations or joint ventures), associates and/or unconsolidated structured<br />
entities.<br />
New standard to replace existing guidance on fair value measurement in different IFRSs with a<br />
single definition of fair value, a framework for measuring fair values and disclosures about fair value<br />
measurements.<br />
Standard applies to assets, liabilities and an entity’s own equity instruments that, under other IFRSs,<br />
are required or permitted to be measured at fair value or when disclosure of fair value is provided.<br />
Fair value defined as the price that would be received to sell an asset or paid to transfer a liability in an<br />
orderly transaction between market participants at the measurement date, i.e. an exit price.<br />
IAS 27 (2011) carries forward the existing accounting and disclosure requirements of IAS 27 (2008)<br />
for separate financial statements, with some minor clarifications. The requirements of IAS 28 (2008)<br />
and IAS 31 for separate financial statements have been incorporated into IAS 27 (2011).<br />
IAS 28 (2011) amends IAS 28 (2008) as follows:<br />
• Associates and joint ventures held for sale - IFRS 5 applies to an investment, or a portion of an<br />
investment, in an associate or a joint venture that meets the criteria to be classified as held for<br />
sale. For any retained portion of the investment not classified as held for sale, the equity method is<br />
applied until disposal of the portion held for sale. After disposal, any retained interest is accounted<br />
for using the equity method if the retained interest continues to be an associate or a joint venture.<br />
• Changes in interests held in associates and joint ventures - IAS 28 (2011) does not require<br />
remeasurement of the retained interest in the investment upon cessation of significant influence<br />
or joint control. Previously, IAS 28 (2008) and IAS 31 would have required remeasurement of any<br />
retained interest in all cases, even if significant influence was succeeded by joint control.<br />
The amendments require immediate recognition of actuarial gains and losses in other comprehensive<br />
income and eliminate the corridor method.<br />
• The principal amendment that will affect most entities with a defined benefit plan is the<br />
requirement to calculate net interest income or expense using the discount rate used to measure<br />
the defined benefit obligation.<br />
For financial assets and financial liabilities within the scope of the common disclosures, an entity is<br />
required to disclose separately:<br />
a) the gross amounts;<br />
b) the amounts offset in accordance with the offsetting criteria in IAS 32;<br />
c) the net amounts presented in the statement of financial position – i.e. the difference between (a)<br />
and (b).These amounts should be reconciled to the line item amounts presented in the statement of<br />
financial position;<br />
d) the amounts subject to enforceable master netting arrangements or similar agreements that do not<br />
qualify for offsetting under IAS 32, including:<br />
i. amounts related to recognised financial assets and financial liabilities that do not meet the<br />
offsetting criteria; and<br />
ii. amounts related to financial collateral.<br />
The disclosures include a description of the types and nature of the rights under those arrangements; and<br />
e) the net amount after deducting the amounts in (d) from those in (c).<br />
The amendments clarify the offsetting criteria, specifically:<br />
• when an entity currently has a legal right of set off; and<br />
• when gross settlement is equivalent to net settlement.<br />
An entity ‘currently has a legally enforceable right of set-off’ if the right is:<br />
• not contingent on a future event; and<br />
• enforceable in both the normal course of business, and in the event of default, insolvency or<br />
bankruptcy of the entity and all of the counterparties.<br />
Gross settlement is equivalent to net settlement if and only if the gross settlement mechanism has<br />
features that:<br />
• eliminate or result in insignificant credit and liquidity risk; and<br />
• process receivables and payables in a single settlement process or cycle.<br />
Not yet endorsed for use in the EU:<br />
expected effective date 1 January<br />
2014.<br />
IASB effective date 1 January<br />
2013.<br />
To be adopted as part of suite of<br />
standards (IFRSs 10 to 12)<br />
Not yet endorsed for use in the EU:<br />
expected effective date 1 January<br />
2014.<br />
IASB effective date 1 January<br />
2013.<br />
To be adopted as part of suite of<br />
standards (IFRSs 10 to 12)<br />
Not yet endorsed.<br />
IASB effective date 1 January 2013<br />
Not yet endorsed for use in the EU:<br />
expected effective date 1 January<br />
2014.<br />
IASB effective date 1 January 2013<br />
Not yet endorsed for use in the EU:<br />
expected effective date 1 January<br />
2014.<br />
IASB effective date 1 January 2013<br />
Endorsed (5 June 2012).<br />
Not yet endorsed.<br />
IASB effective date 1 January 2013<br />
Not yet endorsed.<br />
IASB effective date 1 January<br />
2014.<br />
Early adoption permitted to allow<br />
application of amendments at<br />
same time as first applying IFRS<br />
10.<br />
44<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Standard Summary of changes EU Endorsement status<br />
IFRS 9 Financial<br />
Instruments<br />
First chapters of new standard on accounting for financial instruments which will replace IAS 39<br />
Financial Instruments: Recognition and Measurement.<br />
The standard contains two primary measurement categories for financial assets:<br />
- amortised cost; and<br />
- fair value.<br />
Not yet endorsed.<br />
IASB effective date 1 January 2015<br />
Financial assets are classified into one of these categories on initial recognition.<br />
A financial asset is measured at amortised cost if the following conditions are met:<br />
- it is held within a business model whose objective is to hold assets in order to collect contractual<br />
cash flows, and<br />
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal<br />
and interest on the principal outstanding.<br />
• All other financial assets are measured at fair value.<br />
Statement of cash flows<br />
The Group’s consolidated statement of cash flows shows the<br />
Group’s total cash flows spread over operating, investing and<br />
financing activities. The statement shows the effect of each<br />
activity on the Group’s liquid assets.<br />
Earnings per share<br />
Basic earnings per share and diluted earnings per share are<br />
presented for ordinary shares. Basic earnings per share are<br />
calculated by dividing the profit or loss for the period attributable<br />
to ordinary shareholders of the Group by the weighted<br />
average number of ordinary shares outstanding during the<br />
period, adjusted for own shares held. Diluted earnings per<br />
share are determined by adjusting the profit or loss and the<br />
weighted average number of ordinary shares outstanding,<br />
adjusted for own shares held, for dilutive potential.<br />
Determination of fair values<br />
The Group’s accounting principles and note information<br />
require the determination of fair value for both financial and<br />
non-financial assets and liabilities. Fair values are determined<br />
for measurement and/or disclosure purposes based<br />
on the methods described below. If relevant, further information<br />
about the assumptions made is disclosed in the notes<br />
relating to the respective assets and liabilities.<br />
Tangible non-current assets<br />
The fair value of property, plant and equipment is recognised<br />
at fair value if is part of a business combination. The<br />
fair value of plant, equipment, fixtures and fittings is based<br />
on the market approach and cost approaches using quoted<br />
market prices for similar items when available and replacement<br />
cost when appropriate.<br />
Intangible assets<br />
The fair value of customer relationships acquired in a business<br />
combination is determined using the multi-period<br />
excess earnings method. The value is established residually<br />
by deducting a fair return on all other assets that together<br />
with customer relationships generate the cash flows used in<br />
the calculation.<br />
The fair value of other intangible assets is based on the<br />
discounted expected cash flows derived from the use and<br />
subsequent sale of the assets.<br />
Inventories<br />
The fair value of inventories acquired in a business combination<br />
is the estimated selling price in the ordinary course<br />
of business less the cost of completion and sale, to include a<br />
profit margin based on the effort required to complete and<br />
sell the inventories.<br />
Investments in shares and bonds<br />
The fair value of financial assets at fair value through profit<br />
or loss, investments held to maturity and available-for-sale<br />
financial assets is set to the quoted market price at the end<br />
of the reporting period. The fair value of held-to-maturity<br />
investments is only provided for disclosure purposes.<br />
Trade receivables and other receivables<br />
The fair value of trade and other receivables is estimated<br />
as the present value of future cash flows, discounted at the<br />
market rate of interest at the end of the reporting period (the<br />
reporting date).<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
45
<strong>Note</strong> 4<br />
As a global supplier of oil services, the Group is exposed<br />
to market risks (exchange rate risk and interest rate risk),<br />
credit risk, inflation risk and liquidity risk.<br />
The Group has established procedures and guidelines for setting<br />
appropriate risk levels for its main risks and for monitoring<br />
its risk exposure. The Group’s objectives for capital management<br />
are to sustain the Group’s position as a going concern<br />
in order to generate a return for shareholders, to be of benefit<br />
to other interested parties, and to maintain an optimal capital<br />
structure in order to reduce the cost of capital.<br />
Risk management for the Group is undertaken centrally in accordance<br />
with guidelines approved by the board of directors.<br />
The Group identifies, measures, manages and reports financial<br />
risks in collaboration with the various operating units.<br />
Managing the capital structure involves actively monitoring<br />
and adjusting the composition in accordance with changes in<br />
financial and economic circumstances and in the risk linked<br />
to underlying assets. In order to maintain the desired capital<br />
structure, the Group may refinance debts, buy or issue new<br />
shares or debt instruments, or it may sell assets.<br />
The Group continuously monitors counterparties in order to<br />
reduce risk relating to financing, investing excess liquidity,<br />
bank balances from operations and derivatives. The Group’s<br />
guidelines impose limitations on exposure to individual<br />
counterparties and contain procedures for identifying risk<br />
factors when they occur.<br />
The board produces written principles for the overarching<br />
risk management policy and issues written guidelines for<br />
specific areas such as exchange rate risk, interest rate risk,<br />
credit risk, the use of financial derivatives and other financial<br />
instruments and for investing excess liquidity.<br />
Market risk<br />
Exchange rate risk<br />
The Group predominantly operates in Norway, but some of<br />
its activities are international and thus exposed to exchange<br />
rate risks in several currencies. This risk is particularly<br />
relevant in relation to USD and EUR. Exchange rate risks<br />
emerge from current and future assignments and from<br />
recognised assets. The Group is exposed to exchange rate<br />
fluctuations because some of the Group’s revenue is in USD<br />
and EUR, while its functional currency is NOK. Costs are<br />
incurred in various currencies: NOK, USD and EUR. Only<br />
one company in the Group uses a functional currency other<br />
than NOK: <strong>Beerenberg</strong> Inc. (USD).<br />
The management has drawn up guidelines instructing the<br />
Group entities to manage exchange rate risk relating to<br />
the entities’ functional currencies. The Group entities are<br />
obliged to clear all significant exchange rate risks with the<br />
Group centrally. In order to manage the exchange rate risk<br />
arising from future commercial transactions and recognised<br />
assets and liabilities, the Group normally uses forward<br />
exchange contracts with its bank as hedging against all<br />
substantial, committed and expected cash flows.<br />
In 2012 the parent company used NOK as its functional<br />
currency. An assessment is made annually as to what is the<br />
actual functional currency of each entity in the Group.<br />
The company has relatively insignificant investments in<br />
overseas subsidiaries where net assets are exposed to exchange<br />
rate risks upon translation.<br />
Sensitivity analyzes related to exchange rate fluctuations is<br />
described in note 13<br />
Price risk<br />
The Group is indirectly exposed to risks relating to oil prices<br />
in that the price of the company’s services over time will<br />
normally have some correlation with changes in oil prices.<br />
The Group has not invested in listed or unlisted shares.<br />
Cash flows and fair value interest rate risk<br />
Variable rate loans pose an interest rate risk to the Group’s<br />
cash flows. The Group is exposed to interest rate risks relating<br />
to debts, including financial leasing. The weighted average<br />
effective rate of interest in relation to variable rate debt,<br />
including financial leasing, was 6.6 % as at 31 December 2012<br />
(2011: 8,1 %). Since the Group does not own any significant<br />
interest-bearing assets, the Group’s profit/loss and cash<br />
flows from operations are predominantly independent of<br />
changes in market interest rates.<br />
Interest rate risks are continually reviewed by looking at<br />
potential refinancing, renewal of existing contracts, alternative<br />
financing and hedging. Please see the note on loans. The<br />
Groups calculation of interest on contracts is entirely linked<br />
to liabilities.<br />
If interest rates had been 1% (percentage point) higher/lower<br />
on loans in NOK as at 31 December 2012 and all other variables<br />
were constant, this would have resulted in a reduction/<br />
increase in profit/loss after tax of NOK 0.7 million in 2012.<br />
Equity would have been similarly affected.<br />
46<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Financial risk management<br />
This is due to higher/lower interest costs on variable rate<br />
loans.<br />
Credit risk<br />
Credit risks are assessed at Group level. The Group’s financial<br />
assets that are exposed to credit risks are predominantly<br />
trade receivables. Trade receivables mostly concern multinational<br />
oil companies and independent oil and gas companies,<br />
including companies that are wholly or partially owned<br />
by foreign governments. The Group has also taken out credit<br />
insurance for all customers that are not oil companies. The<br />
Group handles its exposure to credit risk by carrying out<br />
continual credit checks of customers, and it makes provisions<br />
for losses on doubtful accounts.<br />
Routines are incorporated to ensure that sales are only made<br />
to customers with satisfactory credit worthiness. The provisions<br />
made for losses on doubtful accounts are based on the<br />
management’s best estimate of probable losses on outstanding<br />
balances from customers and take into account a number<br />
of factors, primarily receivables aging reports, past experience,<br />
customer concentration, the customer’s financial<br />
strength and reputation.<br />
If an independent credit rating of a customer is available,<br />
it will be used when determining a credit limit. If no independent<br />
assessment of the customer’s credit worthiness is<br />
available, an assessment is carried out on the basis of the<br />
customer’s financial position, history and other factors as<br />
appropriate. Individual limits for risk exposure are set on<br />
the basis of internal and external assessments of credit<br />
worthiness and of guidelines provided by the board of directors.<br />
Our customers are predominantly large international<br />
oil companies or government-owned oil companies. Such<br />
companies generally have very good credit ratings.<br />
The Group has routines in place for applying credit limits,<br />
and the routines are reviewed regularly.<br />
No credit limit was exceeded during the period, and the<br />
management does not expect to incur any losses in relation<br />
to non-payment of accounts receivable.<br />
The Group and <strong>Beerenberg</strong> Corp. AS have not provided any<br />
warranties that pose a significant risk.<br />
<strong>Beerenberg</strong> Corp. AS is jointly and severally liable for the<br />
parent company <strong>Beerenberg</strong> Holding AS’ debts to Fokus<br />
Bank.<br />
Liquidity risk<br />
The Group is exposed to liquidity risks relating to the repayment<br />
of debts and payments to suppliers. Cash flow forecasts<br />
are created for each operating unit within the Group and<br />
aggregated at Group level. Rolling forecasts for the Group’s<br />
liquidity requirements are monitored centrally to ensure<br />
that the Group has sufficient cash equivalents to meet<br />
operating-related liabilities at all times. Such forecasts take<br />
into account the Group’s planned loans, compliance with<br />
borrowing terms and compliance with internal targets for<br />
reporting figures.<br />
Excess cash at the Group entities beyond that which constitutes<br />
necessary working capital is transferred to the Group’s<br />
finance function. The Group’s finance function invests excess<br />
cash in interest-bearing cash deposit accounts, choosing<br />
instruments with appropriate maturity dates and liquidity<br />
in order to obtain sufficient flexibility as determined by the<br />
above-mentioned forecasts. On the reporting date, the Group<br />
had bank deposits of NOK 26.5 million plus an unused overdraft<br />
of NOK 90 million, designed to meet the liquidity risk.<br />
<strong>Note</strong> 13 shows the Group’s interest-bearing financial liabilities<br />
classed according to maturity structure. Classification is carried<br />
out according to the due date stated in the contract. The<br />
amounts in the table are undiscounted contractual cash flows.<br />
Risk relating to capital management<br />
The Group’s objectives for capital management are to sustain<br />
the Group’s position as a going concern in order to generate<br />
a return for its owners and other interested parties and<br />
to maintain an optimal capital structure in order to reduce<br />
the cost of capital.<br />
In order to improve its capital structure, the Group can<br />
adjust the level of dividends paid to shareholders, issue new<br />
shares, or sell assets to repay loans.<br />
Just like other Groups in this sector, the Group monitors its<br />
management of capital on the basis of the level of gearing in<br />
the Group. The level of gearing is calculated by dividing net<br />
interest-bearing debts by 12 months’ rolling EBITDA (earnings<br />
before tax, interest, depreciation and amortisation).<br />
EBITDA is calculated on the basis of operating profit or loss<br />
less depreciation and amortisation, while net interest-bearing<br />
debts are calculated on the basis of total interest-bearing<br />
debts less bank deposits and cash equivalents.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
47
<strong>Note</strong> 5<br />
(Amounts in NOK 1,000)<br />
According to IFRS 8.2, the Group is not obliged to disclose<br />
segment information in accordance with IFRS 8 Operating<br />
Segments. This note indicates information partially coinciding<br />
with the mandatory disclosure requirements in IFRS 8,<br />
but can not be read as full segment information in accordance<br />
with IFRS 8.<br />
In internal reporrting segments are grouped according to<br />
three dimensions: Goods and service, enterprise areas and<br />
geographic dimension. CEO (the chief operating decision<br />
maker) and Group Management evaluates on a monthly<br />
basis the operational and financial results of the segments.<br />
The presented financial data is consistent with the financial<br />
information used internally by executive management to<br />
lead the business, to make strategic decisions and to allocate<br />
resources.<br />
Goods and services<br />
Goods and services provided is divided into two segments.<br />
These are ISS and BC. The ISS segment consists of traditional<br />
insulation services, scaffolding and surface treatment.<br />
The BC segment consists of services and products, including<br />
more complex services which require greater expertise.<br />
The Services includes the Benarx insulation product series<br />
(in-house developed), cutting and removal, rope access techniques,<br />
subsea isolation and Sveisolat / Habitat services.<br />
ISS BC Consolidated<br />
2012 2011 2012 2011 2012 2011<br />
Sales revenue 1 009 058 1 068 215 427 236 349 386 1 436 294 1 417 601<br />
Operating expenses 852 264 926 550 310 592 262 396 1 162 856 1 188 949<br />
Gross profit 156 795 141 665 116 644 86 990 273 439 228 655<br />
Admin & project support 100 732 100 732<br />
EBITDA * 172 707 127 924<br />
*) Operating profit/loss before depreciation and amortisation<br />
Enterprise areas<br />
The enterprise areas are identified based on the reports<br />
that management uses when the companies’ results and<br />
profitability are assessed at a strategic level. The Group is<br />
organized into four enterprise areas: North West, North Sea,<br />
Innovation & Technology Export and Subsea & Technology<br />
Export. North West are contracts and projects managed<br />
from the head office in Bergen, North Sea are contracts and<br />
projects managed from the Stavanger office. Innovation<br />
& Technolgoy Export and Subsea Technology & Export is<br />
mainly export sales of proprietary technologies and services,<br />
where the latter business area is the Subsea part of the<br />
export focus.<br />
North West<br />
North Sea<br />
Innovation &<br />
Technology Export<br />
Subsea &<br />
Technology Export<br />
2012 2011 2012 2011 2012 2011 2012 2011<br />
Sales Revenue 810 093 967 103 539 471 395 455 29 086 36 216 57 644 18 827<br />
Operating expenses 659 217 827 990 432 791 315 616 33 568 30 528 37 280 14 812<br />
Gross Profit 150 876 139 113 106 680 79 839 (4 482) 5 688 20 364 4 015<br />
48<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Internal Segment reporting<br />
Geographic<br />
The turnover is also measured according to wheter it is earned in Norway/on the Norwegian Continental Shelf (NCS) or<br />
internationally (ICS)<br />
NCS ICS Consolidated<br />
2012 2011 2012 2011 2012 2011<br />
Total revenue 1 371 314 1 378 301 64 980 39 300 1 436 294 1 417 601<br />
Reconciliation of profit/loss after financial items to profit/loss before tax: 2012 2011<br />
EBITDA for reportable segments 172 707 127 924<br />
Depreciation 42 402 35 049<br />
Net finance costs -4 231 -4 724<br />
Profit/loss before tax 126 074 88 150<br />
Revenue from customers who make up more than 10% of total turnover:<br />
Revenues from one customer amounted to 710,000 (2011: 700,000)<br />
Revenues from one other customer amounts to 490,000 (2011: 362,000)<br />
<strong>Note</strong> 6<br />
Operating revenues<br />
(Amounts in NOK 1,000)<br />
The Group’s revenues are classified according to IAS 18 as<br />
sales of goods and services, including rental of equipment<br />
related to maintenance contracts. In accordance with IAS<br />
18.21 the percentage of completion method is applied and<br />
revenue is recognized in the periods in which services are<br />
provided. IAS 18.21 also refers to IAS 11. IAS 11 requires<br />
that revenue are recognized on this basis, and the requirements<br />
of IAS 11 are applied to the recognition of<br />
revenue and the associated costs of transactions involving<br />
services.<br />
2012 2011<br />
Revenues from services 1 157 209 1 145 735<br />
Revenues from sale of goods 139 769 144 620<br />
Revenues from hiring of equipment 139 317 127 246<br />
Total operating revenue 1 436 294 1 417 601<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
49
<strong>Note</strong> 7<br />
Other operating costs<br />
(Amounts in NOK 1,000)<br />
<strong>Beerenberg</strong> Corp.’s other operating costs total 213,519<br />
(243,688 in 2011).<br />
70–80% of these costs are project costs.<br />
Other costs are costs relating to premises and associated<br />
costs, IT, insurance premiums, contingents, marketing and<br />
patent costs.<br />
2012 2011<br />
Project costs 147 076 176 060<br />
Consultancy fees 20 552 20 093<br />
Facilities 26 574 25 309<br />
IT 9 760 8 053<br />
Other 1 958 744<br />
Insurance 2 153 8 744<br />
Membership fees 1 613 2 142<br />
Market 2 321 1 681<br />
Patents 1 513 841<br />
Total other operating costs 213 519 243 668<br />
Auditor’s fee 2012 2011<br />
Statutory auditing 818 1 208<br />
Other certification services 121 102<br />
Tax advice 8 220<br />
Other non-audit services 85 414<br />
Total 1 031 1 944<br />
The sums stated are exclusive of VAT.<br />
50<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 8<br />
Personnel costs<br />
(Amounts in NOK 1,000)<br />
Personnel costs 2012 2011<br />
Salaries incl. holiday pay 658 202 598 912<br />
National Insurance contributions 98 513 88 737<br />
Pensions 20 290 16 436<br />
Contract personnel 177 354 246 023<br />
Other employee benefits 14 388 19 804<br />
968 748 969 912<br />
Number of FTEs 1 487 1 569<br />
Directors’ fees 2012 2011<br />
Chairman Knut Holli 250 250<br />
Board member Geir Sandvik 160 150<br />
Board members elected by employees 110 95<br />
520 495<br />
<strong>Note</strong> 9<br />
Finance income and finance costs<br />
(Amounts in NOK 1,000)<br />
Finance income and finance costs 2012 2011<br />
Interest income on intraGroup loans 6 072 5 794<br />
Interest income from other sources 940 212<br />
Foreign exchange gains, realised 1 718 336<br />
Foreign exchange gains, unrealised (138) 81<br />
Finance income 8 592 6 422<br />
Bank interest costs 4 515 3 670<br />
Leasing interest costs 1 080 1 417<br />
Interests from vendors and other interest costs 3 451 5 761<br />
Foreign exchange losses, realised 2 439 2 775<br />
Foreign exchange losses, unrealised 1 338 (2 477)<br />
Finance costs 12 823 11 146<br />
Net finance costs recognised in income statement (4 231) (4 724)<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
51
<strong>Note</strong> 10<br />
Tax<br />
(Amounts in NOK 1,000)<br />
01.01 - 31.12<br />
2012 2011<br />
Ordinary result before tax 126 074 88 150<br />
Permanent differences 505 860<br />
Changes to interim differences -3 445 -10 774<br />
Basis for tax payable 123 134 78 236<br />
Tax payable on the result for the year 34 478 21 906<br />
Tax payable on the result of the year 34 478 21 906<br />
Corrections to the previous year 6 087<br />
Gross changes deferred tax 2 347 3 005<br />
Total tax for the year 36 825 30 999<br />
31.12.2012 31.12.2011<br />
Tax payable on the balance sheet has been calculated as follows<br />
Tax payable on the result for the year 34 478 21 906<br />
Tax payable for earlier periods, non-assessed 891 0<br />
Total tax payable 35 369 21 866<br />
Spesification of the basis for deferred tax/deferred tax concessions:<br />
Additions through business combinations 14 838 18 399<br />
Fixed assets 59 123 51 640<br />
Current assets -602 -600<br />
Liabilities -14 907 -19 368<br />
Loss brought forward in foreign subsidaries -16 821 -11 884<br />
Total 41 632 38 187<br />
Differences that are not included in the calculation of deferred tax 16 821 11 884<br />
Total basis for deferred tax 58 452 50 071<br />
Deferred tax obligations 16 367 14 020<br />
Explanation as to why the tax for the year does not amount to 28 % of the result before tax<br />
28 % of the result before tax 35 301 24 682<br />
Permanent differences (28%) 141 241<br />
Errors in previous years 0 6 087<br />
Changes to deferred tax profit brought forward in foreign subsidiaries 1 382 -13<br />
Calculated tax 36 825 30 998<br />
Proposed Group Contribution to <strong>Beerenberg</strong> Holding<br />
amounting to 48.037 is not recognized since this is to be<br />
approved in 2013. As Group contribution with tax effect is approved<br />
and paid, this results in a reduction of tax payable.<br />
If the proposed Group contribution is approved on the<br />
General Assembly, this will result in a reduction of basis<br />
for tax payable of 48.037, and a reduction of tax payable of<br />
13.450.<br />
52<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 11<br />
Property, plant and equipment<br />
(Amounts in NOK 1,000)<br />
Vehicles<br />
Production<br />
equipment<br />
Telecoms & IT<br />
Buildings, barracks<br />
and halls TOTAL 2012<br />
Acquisition cost 01.01 14 363 269 511 10 231 37 256 331 360<br />
Acquisitions of non-current assets 557 21 321 1 228 9 703 32 809<br />
Disposals (948) (408) - - (1 356)<br />
Discarded assets/adjustment - - - - -<br />
Acquisition cost 31.12 13 972 290 424 11 458 46 959 362 813<br />
Accumulated depreciation 01.01 12 609 105 589 7 224 20 019 145 442<br />
Depreciation for the year 1 524 23 868 973 4 973 31 338<br />
Write-downs for the year - - - - -<br />
Disposals – accumulated depreciation (916) (280) - - (1 197)<br />
Discarded assets/adjustment - - - - -<br />
Accumulated depreciation 31.12 13 217 129 177 8 197 24 992 175 584<br />
Capitalised value 31.12 755 161 247 3 261 21 966 187 229<br />
Economic useful life 5–7 years 5–10–15 years 3 years 10 years<br />
Depreciation schedule Straight-line Straight-line Straight-line Straight-line<br />
Vehicles<br />
Production<br />
equipment<br />
Telecoms & IT<br />
Buildings, barracks<br />
and halls TOTAL 2011<br />
Acquisition cost 01.01 14 388 229 669 7 054 36 366 287 477<br />
Acquisitions of non-current assets 59 42 200 3 176 1 386 46 821<br />
Discarded assets/adjustment (84) (2 358) - (513) (2 955)<br />
Disposals - - - 17 17<br />
Acquisition cost 31.12 14 363 269 511 10 231 37 256 331 360<br />
Accumulated depreciation 01.01 10 628 86 236 6 137 15 934 118 935<br />
Depreciation for the year 1 981 19 354 1 087 4 085 26 507<br />
Write-downs for the year - - - - -<br />
Disposals – accumulated depreciation - - - - -<br />
Discarded assets/adjustment - - - - -<br />
Accumulated depreciation 31.12 12 609 105 589 7 224 20 019 145 442<br />
Capitalised value 31.12 1 754 163 922 3 006 17 237 185 918<br />
Economic useful life 5–7 years 5–10–15 years 3 years 10 years<br />
Depreciation schedule Straight-line Straight-line Straight-line Straight-line<br />
The Group has entered into leasing agreements on a number<br />
of non-current assets. Leasing agreements last for 5 years<br />
and are treated as financial leasing. Leasing agreements are<br />
generally entered into at a variable interest rate at 1 month<br />
NIBOR + a margin of 1 - 2 %. No leasing agreements includes<br />
buyout-options at the end of the leasing periods. However,<br />
at the end of the leasing periods the Group can ask for an<br />
offer to buy the equipment. This is generally given at a price<br />
varying around 2 months leasing amounts. The Group will<br />
normally utilize such offers.The present value of leased<br />
material is 37,311, and relates mainly to scaffolding (28,083)<br />
and a portable cabin (5,833). For reference the present value<br />
of leased material as of 31.12.11 was 40,653, of which 30,667<br />
was scaffolding, and 6,941 portable cabin.<br />
The Group rents generators and a portable cabin complex<br />
as well as office and production buildings and residential<br />
property. These have not been capitalised as the associated<br />
leasing agreements are not considered financial leasing according<br />
to IFRS.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
53
<strong>Note</strong> 12<br />
(Amounts in NOK 1,000)<br />
2 012<br />
Prototype<br />
GT Benarx Decom Patents<br />
Software<br />
3GS New<br />
Operating<br />
Model<br />
Goodwill<br />
Customer<br />
contracts<br />
Customer<br />
relationships<br />
Noncompete<br />
clause<br />
Acquisition cost 01.01 27 391 9 181 - 1 362 29 227 - 187 788 45 599 35 611 1 970 338 128<br />
Acquisitions in-house R&D - - 868 3 227 - - - - - - 4 095<br />
Acquisitions of non-current assets - - - - 2 234 5 477 - - - - 7 711<br />
Disposals - - - - - - - - - - -<br />
Acquisition cost 31.12 27 391 9 181 868 4 589 31 461 5 477 187 788 45 599 35 611 1 970 349 934<br />
TOTAL<br />
2012<br />
Acc. amortisation 01.01 1 021 1 672 - - 7 778 - - 23 491 17 212 1 970 53 143<br />
Acc. write-downs 01.01 - - - - - - - 22 108 - - 22 108<br />
Amortisation for the year 893 657 0 275 5 679 - - - 3 561 - 11 064<br />
Write-downs for the year - - - - - - - - - -<br />
Disposals – acc. amortisation - - - - - - - - - - -<br />
Accumulated amortisation 31.12 1 914 2 328 0 275 13 457 - - 23 491 20 773 1 970 64 207<br />
Accumulated write-downs 31.12 - - - - - - - 22 108 - - 22 108<br />
Capitalised value 31.12 25 477 6 852 868 4 314 18 004 5 477 187 788 0 14 838 0 263 618<br />
Economic useful life 10 years 10 years 5 years 5 years 5 years 5 years 6 years 10 years 3 years<br />
Amortisation schedule<br />
Straight- Straightlinlinlinline<br />
line<br />
line<br />
Straight-<br />
Straight-<br />
Straight-<br />
Straight-<br />
Straight-line Straight- Straightline<br />
line<br />
2 011<br />
Prototype<br />
GT Benarx Patents<br />
Software<br />
Goodwill<br />
Customer<br />
contracts<br />
Customer<br />
relationships<br />
Noncompete<br />
clause<br />
Acquisition cost 01.01 27 687 9 181 - 21 422 187 788 45 599 35 611 1 970 329 258<br />
Acquisitions in-house R&D -<br />
Acquisitions of non-current assets -297 - 1 362 7 805 - - - - 8 870<br />
Disposals - - - - - - - - -<br />
Acquisition cost 31.12 27 391 9 181 1 362 29 227 187 788 45 599 35 611 1 970 338 128<br />
TOTAL<br />
2011<br />
Accumulated amortisation 01.01 428 866 - 4 196 - 23 491 13 651 1 970 44 602<br />
Accumulated write-downs 01.01 - - - - - 22 108 - - 22 108<br />
Amortisation for the year 593 805 - 3 583 - - 3 561 - 8 542<br />
Write-downs for the year -<br />
Disposals – acc. amortisation - - - - - - - - -<br />
Accumulated amortisation 31.12 1 021 1 672 - 7 778 - 23 491 17 212 1 970 53 143<br />
Accumulated write-downs 31.12 - - - - - 22 108 - - 22 108<br />
Capitalised value 31.12 26 370 7 509 1 362 21 449 187 788 0 18 399 0 262 877<br />
Economic useful life 10 years 10 years 5 years 5 years 6 years 10 years 3 years<br />
Amortisation schedule<br />
Straight- Straightlinlinline<br />
Straight-<br />
Straight-<br />
Straight-line Straight- Straightline<br />
line<br />
line<br />
54<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Intangible assets and Goodwill<br />
The <strong>Beerenberg</strong> Corp. AS Group has recorded goodwill to<br />
the amount of 187,788. This goodwill is primarily allocated<br />
to the employees, corporate culture, know-how and synergies<br />
that can be realised in connection with the acquisition<br />
of and subsequent merger with Bjørge Norcoat AS. Stable operative<br />
management is achieved through the active ownership<br />
of key personnel in the acquired company. This will help<br />
generate positive cash flows in the business areas acquired<br />
by <strong>Beerenberg</strong> Corp. AS in March 2007. The company has<br />
a good order portfolio and is developing technology that<br />
will help the company develop vertically and horizontally<br />
throughout the value chain, including by developing the<br />
Ekofisk contract and increasing the volume of technologybased<br />
services. Intangible assets are measured on the basis<br />
that the asset will give future economic benefits, that the acquisition<br />
cost is identifiable, and that it has a long useful life.<br />
By exploiting existing synergies, the company will be able<br />
to make use of the market opportunities they offer through<br />
improved access to expert personnel.<br />
On that basis and on the basis of estimated future revenues,<br />
budgets, strategy documents etc. we can justify that acquired<br />
goodwill will have a value in excess of the book value<br />
based on budgets and strategy plans for the cash-generating<br />
unit to which the goodwill has been allocated.<br />
In accordance with IAS 36 it has in 2012 been performed test<br />
for impairment. According to this standard the company<br />
shall estimate recoverable amount, and compare this to<br />
book values including Goodwill. The standards best definition<br />
of recoverable amount is a binding agreement of sale<br />
less deduction of transaction costs.<br />
The Group has a book value of Goodwill distributed between<br />
the two Cash-generating Units:<br />
CGU Bergen/North West CGU - MNOK 0<br />
CGU Stavanger/North Sea CGU - MNOK 187,8<br />
The last test for impairment did not identify indications of<br />
impairment. There are no events during the year resulting in<br />
significant changes in the assumptions used in the prior period<br />
test of recoverable amount. Previous period’s test of the<br />
recoverable amount present a value that was significantly<br />
higher than the book value, both overall and isolated for the<br />
two CGU’s. The recoverable amount was in the prior period<br />
test distributed approximately equal between the Group’s<br />
two CGU’s.<br />
There are no events in the period since the last impairment<br />
test that makes the ratio change between the CGU Bergen<br />
and Stavanger CGU in terms of expected future income.<br />
Based on this, the Company has conducted an impairment<br />
test on the basis of the transaction made by the shareholders<br />
of the parent company <strong>Beerenberg</strong> Holding AS who have<br />
entered into an agreement to sell their shares to Segulah<br />
IV LP. The agreement between the parties is confidential,<br />
but the valuation basis for the transaction exceeds the book<br />
value of assets and liabilities of the Group, which underpins<br />
that the fair value of the company is significantly higher than<br />
the book value of the company, including goodwill.<br />
The carrying value of intangible asset related to Prototype<br />
GT is in-house developed cutting technology primarily designed<br />
for the Decomissioning market in the Gulf of Mexico.<br />
Due to delays in the start up of the project, the budgeted<br />
revenue was not reached in 2012. Entering into 2013, a cooperation<br />
agreement with a larger player in the business has<br />
been signed, which leaves the Group with expectations to realize<br />
the potential in this business area. However, since the<br />
budget was not reached in 2012, an indicator of possible need<br />
for impairment was identified. In connection with preparing<br />
the annual accounts, a test for impairment was performed.<br />
The conclusion of the test for impairment was that expected<br />
cashflow justifies the book value of the intangbible asset<br />
and related equipment. Budget and prognosis approved by<br />
managment for the next 5 years was the basis for this test.<br />
In this period expected EBIT-margin for this business area<br />
ranges between -8 % in 2013 to approximately 14 %. A terminal<br />
growth rate of 2,5 % and a required rate of return of 11,8<br />
% is applied. The required rate of return is built up using the<br />
WACC method (weighted average cost of capital). Applied assumptions<br />
are: risk-free rate of 2 %, the company’s borrowing<br />
margin above the risk free interest rate of 4 %, debt ratio<br />
of apprx. 87 %, equity market premium of 5.0 %, an equity<br />
beta of 1.15 and alpha-premium of 15,5 %, and a tax rate of 28<br />
%. The sensitivity for the impairment test for 2012 are, if the<br />
operating profit in the business area in coming years will be<br />
reduced by 45 % compared to what is assumed in the budget<br />
/ forecast, or if the required rate of return (currently 11,8 %)<br />
is increased to more than 18 %, the Group would have to assess<br />
impairment of part of this investment.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
55
<strong>Note</strong> 13<br />
(Amounts in NOK 1,000)<br />
Exposure to credit risk<br />
The capitalised value of financial assets represents maximum credit exposure.<br />
Maximum exposure to credit risks on the reporting date was:<br />
Capitalised value<br />
<strong>Note</strong> 2012 2011<br />
Trade receivables 148 048 234 031<br />
Loan to parent company 27 102 349 153 297<br />
Loans to employees 19 5 013 4 936<br />
Advances to employees 1 280 6 781<br />
Other receivables 18 534 9 450<br />
Cash and cash equivalents 16 26 548 1 676<br />
Total 301 771 410 172<br />
Impairment losses<br />
The age distribution of trade receivables as at 31.12 was as follows:<br />
2012 2011<br />
Gross Impairment Gross Impairment<br />
Not overdue 119 973 183 486<br />
0–30 days overdue 16 643 40 536<br />
31–90 days overdue 4 863 3 373<br />
More than 90 days overdue 7 172 602 8 068 1 431<br />
Total 148 650 602 235 463 1 431<br />
Change in provision account for impairment of trade receivables:<br />
2012 2011<br />
Opening balance 1 431 56<br />
Reduced allowance for impairment -829 -<br />
Recognised impairment loss - 1 375<br />
Closing balance 602 1 431<br />
Based on past experience, any trade receivables not yet overdue do not require a write-down for impairment losses to be<br />
performed. 90%+ of the receivables relates to a few multinational oil companies with good payment history.<br />
The allowance for impairment is reduced compared to 2011, as a larger claim that was considered to be unsecure at 31.12.11 is<br />
paid in full during 2012.<br />
56<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Financial instruments<br />
Liquidity risk<br />
Contractual payments due in relation to financial commitments, including rent payments, are:<br />
As at<br />
31.12.12<br />
Capitalised<br />
value<br />
Contractual<br />
cash flows<br />
6 months<br />
or earlier<br />
6–12<br />
months 1–2 years 2–5 years<br />
More than<br />
5 years<br />
Interest-bearing debts 62 270 62 270 3 063 2 820 5 379 51 007 41<br />
Trade payables 102 926 102 926 102 926<br />
Other current liabilities 118 914 118 914 118 914<br />
Overdraft facility<br />
Total 284 109 284 109 224 903 2 820 5 379 51 007 0<br />
As at<br />
31.12.11<br />
Capitalised<br />
value<br />
Contractual<br />
cash flows<br />
6 months<br />
or earlier<br />
6–12<br />
months 1–2 years 2–5 years<br />
More than<br />
5 years<br />
Interest-bearing debts 69 251 69 251 3 611 3 611 5 641 56 347 41<br />
Trade payables 141 183 141 183 141 183<br />
Other current liabilities 154 112 154 112 154 112<br />
Overdraft facility 75 974 75 974<br />
Total 440 519 440 519 298 906 3 611 5 641 56 347 41<br />
The cash flows described in the maturity analysis are not expected to occur at a significantly earlier date or with significantly<br />
different amounts. Due to low interest rates and relatively short time horizon the cash flows are presented with nominal<br />
amounts. Book value of leasing arrangements (19.027) is present value of leasing payments and included in interest bearing<br />
debt. Nominal value (the sum of all future payments) amounts to 20.648.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
57
<strong>Note</strong> 13 | Financial instruments (cont.)<br />
(Amounts in NOK 1,000)<br />
Exchange rate risk<br />
31-12-12 31-12-11<br />
Euro USD DKK MYR Euro USD DKK MYR<br />
Cash and cash equivalents 109 5 204 - -<br />
Trade receivables 203 53 1 315 490 983 183 2 486<br />
Trade payables 67 179 -<br />
Gross exposure 67 491 53 1 315 495 1 187 183 2 486<br />
Average exchange rate<br />
Spot exchange rate<br />
Significant exchange rates during the year: 2012 2011 2012 2011<br />
Euro 7,4744 7,7926 7,3410 7,7540<br />
USD 5,8210 5,6070 5,5664 5,9927<br />
DKK 1,0041 1,0459 0,9840 1,0430<br />
MYR 1,8840 1,8297 1,8199 1,8887<br />
An increase in NOK against the following currencies at the end of the year would have increased/(reduced) equity and profit<br />
by the amounts given below. The analysis is based on changes in the exchange rate within a reasonably possible range. The<br />
possible range is defined by the management at the end of the accounting year. The analysis assumes that other variables,<br />
particularly interest rates, remain constant. The analysis was carried out on the same basis as in 2011.<br />
Effect for 2012 Effect for 2011<br />
Currency Change Equity Profit/loss Equity Profit/loss<br />
EURO 10 % 36 36 276 276<br />
USD 10 % 197 197 512 512<br />
DKK 10 % 11 11<br />
MYR 10 % 172 172 338 338<br />
Total effect 405 405 1 138 1 138<br />
A fall in NOK against the above-mentioned currencies as at 31 December would have given the same figures, but with the opposite<br />
sign, once again assuming that other variables remain constant.<br />
58<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
(Amounts in NOK 1,000)<br />
Interest rate risk<br />
At the end of the year, the interest rate profile for the Group’s interest-bearing financial instruments was as follows:<br />
Capitalised value<br />
2012 2011<br />
Fixed rate instruments<br />
Financial assets - -<br />
Financial liabilities - -<br />
Total - -<br />
Variable rate instruments<br />
Financial assets 102 349 153 297<br />
Financial liabilities -62 270 -145 225<br />
Total 40 079 8 072<br />
Fair value and capitalised value<br />
The fair value and capitalised value of financial assets and liabilities:<br />
<strong>Note</strong> 31-12-12 31-12-11<br />
Capitalised<br />
value<br />
Fair<br />
value<br />
Capitalised<br />
value<br />
Assets carried at amortised cost<br />
Loans to employees 19 5 013 5 013 4 936 4 936<br />
Trade receivables 15 148 048 148 048 234 031 234 031<br />
Loan to parent company 102 349 102 349 153 297 153 297<br />
Other receivables 19 814 19 814 16 231 16 231<br />
Cash and cash equivalents 16 26 548 26 548 1 676 1 676<br />
Total 301 771 301 771 410 171 410 171<br />
Fair<br />
value<br />
Liabilities carried at amortised cost<br />
Loans 32 62 270 62 270 69 251 69 251<br />
Supplier liabilities 23 102 926 102 926 141 183 141 183<br />
Overdraft facility 75 974 75 974<br />
Other obligations 118 914 118 914 154 112 154 112<br />
Total 284 109 284 109 440 520 440 520<br />
The methods used to measure the fair value of financial instruments are described in the note on the Group’s accounting<br />
principles.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
59
<strong>Note</strong> 14<br />
Goods<br />
(Amounts in NOK 1,000)<br />
2012 2011<br />
Raw materials 32 561 27 046<br />
Goods under production 2 110<br />
Total Goods 34 671 27 046<br />
As of 31.12.2012, there was no provision for obsolete<br />
inventory. All goods are carried at cost, both as of<br />
31.12.2012 and as of 31.12.11.<br />
<strong>Note</strong> 15<br />
Trade receivables and other receivables<br />
(Amounts in NOK 1,000)<br />
Trade receivables 2012 2011<br />
Trade receivables at face value 148 650 235 463<br />
Provision for losses on claims (602) (1 431)<br />
148 048 234 031<br />
Earned, Not invoiced contract revenues 127 269 104 085<br />
275 317 338 116<br />
Age distribution of trade receivables 2012 2011<br />
Not overdue 119 973 183 486<br />
0–30 days overdue 16 643 40 536<br />
31–90 days overdue 4 863 3 373<br />
More than 90 days overdue 7 172 8 068<br />
148 650 235 463<br />
From past experience, it has not been difficult to collect payment for the Group’s trade payables.<br />
Other receivables 2012 2011<br />
Advances to employees 1 280 12 798<br />
Advances to suppliers 18 534 3 432<br />
19 814 16 231<br />
60<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 16<br />
Bank deposits and cash equivalents<br />
(Amounts in NOK 1,000)<br />
Bank deposits and cash equivalents 2012 2011<br />
Bank deposits 26 548 1 676<br />
26 548 1 676<br />
Currency 2012 2011<br />
Foreign Currency EUR 26 548 39<br />
Foreign Currency USD 1 221 1 221<br />
OVERDRAFT LIMIT<br />
<strong>Beerenberg</strong> Corp AS has an overdraft limit of 90,000.<br />
Deductions as at 31.12.2012 amounted to 0.<br />
TAX WITHHOLDING GUARANTEE LIMIT<br />
The Group has a guarantee limit for tax deducted at source<br />
of 39,000 during the course of the year.<br />
<strong>Note</strong> 17<br />
Share capital and shareholder information<br />
Share capital and shareholder information<br />
The company’s share capital is 20,000 and is distributed as follows:<br />
Share type<br />
Number of<br />
shares<br />
Nominal value<br />
NOK<br />
(Amounts in NOK 1,000)<br />
Ownership interest<br />
<strong>Beerenberg</strong> Holding AS Class A shares 194 000 100,00 97,0 %<br />
<strong>Beerenberg</strong> Holding AS Class B shares 6 000 100,00 3,0 %<br />
Total number of shares 200 000 100,0 %<br />
<strong>Beerenberg</strong> Corp. AS held no treasury shares at the end of the year. The number of shares remained stable throughout 2011<br />
at 200,000. There is no difference between class A and B shares, and the share classes will be merged at the next ordinary<br />
shareholders meeting.<br />
2012 2011<br />
Profit/loss for year 89 249 57 152<br />
Number of shares on the reporting date 200 000 200 000<br />
Average number of shares 200 000 200 000<br />
Earnings per share 0,446 0, 286<br />
Diluted earnings per share are identical as there is no dilutive effect.<br />
Other information related to equity<br />
Group contribution<br />
Proposed Group contribution from <strong>Beerenberg</strong> Corp. AS<br />
to the parent company <strong>Beerenberg</strong> Holding AS amounts to<br />
48,037. This is not recognized in the financial statement as<br />
this is not enacted at the Annual General Meeting.<br />
Conversion reserve<br />
This fund includes all foreign exchange differences related<br />
to the conversion of financial statements from foreign<br />
subsidiaries.<br />
<strong>Note</strong> 18<br />
Earnings per share<br />
Basic earnings per share<br />
Basic earnings per share are based on the profit/loss attributable to ordinary shares and on the weighted average number of<br />
ordinary shares outstanding.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
61
<strong>Note</strong> 19<br />
Loans to key employees<br />
(Amounts in NOK 1,000)<br />
The Group has given refinancing loans to members of the company management.<br />
Satisfactory security has been provided for the loans.<br />
Loans to employees:<br />
Name of employee<br />
Total amount<br />
Morten Walde, CEO 704<br />
Other employees 4 308<br />
Total 5 013<br />
Loans to the above-mentioned employees are subject to the standard interest rate at all times. The loans have a term of 2 +<br />
4 years, where the first two years are interest-only then are serial over 4 years with 48 equal monthly installments. The first<br />
installment is due at September 10, 2014. The borrower may repay some or all of the loan regardless of this. If the borrower’s<br />
employment in <strong>Beerenberg</strong> Group ceases, the loan repayment is due within 3 months after the end of the employment<br />
relationship.<br />
At the signature date of the financial statments for 2012, 3,813 of these loans were repaid. The remaining balance related to<br />
the group other employees is therefore 1.200 at the end of March 2013.<br />
<strong>Note</strong> 20<br />
Pensions<br />
Mandatory occupational pension<br />
The company is obliged to operate an occupational pension<br />
scheme in accordance with the Norwegian act on mandatory<br />
occupational pensions. The company’s pension schemes<br />
satisfy the provisions of this act.<br />
Employee benefits – pensions<br />
(Amounts in NOK 1,000)<br />
Defined benefit pensions<br />
In a pension reform in Norway in 2010, the old AFP-scheme<br />
was discontinued and replaced with a new AFP-scheme. The<br />
company is part of the old AFP scheme, which means that the<br />
employees had a choice to take early retirement from the age<br />
of 62. The scheme entitled members to defined future benefits<br />
from the age of 62 to 67. These benefits depend primarily<br />
on the number of years of service, salary upon reaching pension<br />
age and the extent of the benefits paid by the Norwegian<br />
National Insurance Scheme. The AFP scheme is defined as<br />
an multi-company unfunded defined benefit scheme. The<br />
pension obligation is calculated by an independent actuary.<br />
No funds have been invested in the Group’s defined benefit<br />
schemes since the schemes are unfunded schemes.<br />
The following assumptions have been made when calculating<br />
the obligation related to the ordinary defined benefit scheme.<br />
Financial: 2012 2011<br />
Discount rate 3,30 % 4,00 %<br />
Expected return on plan assets 4,80 % 5,40 %<br />
Salary adjustments 4,00 % 4,00 %<br />
"G" adjustments / inflation 3,75 % 3,75 %<br />
Pension adjustments 3,75 % 3,75 %<br />
Demographic:<br />
Mortality K2005/KU K2005/KU<br />
62<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
Pension cost: 2012 2011<br />
Current value of pension accruals for the year 0 598<br />
Interest cost of pension obligation 84 212<br />
Expected return on plan assets 0 0<br />
Amortisation of actuarial (gain)/loss -65 -871<br />
Recognised one-off effect as a result of discontinuation of scheme 0 0<br />
Administration costs 0 0<br />
Accrued National Insurance contributions 12 114<br />
Net accrued pension cost of defined benefit scheme 31 54<br />
One-off impact as a result of deficiency in the AFP scheme -1 620 -1 580<br />
Cost of contribution-based scheme and other pension costs 21 715 16 714<br />
Total pension cost 20 126 15 187<br />
Pension obligation, unfunded schemes: 2012 2011<br />
Estimated pension obligation 1 918 5 010<br />
Estimated plan assets 0 0<br />
Estimated obligation – AFP shortfall 5 218 6 838<br />
Estimated net pension obligation 7 137 11 848<br />
Unrecognised change in actuarial gain/(loss) 219 562<br />
Net pension obligation 7 355 12 410<br />
Accrued National Insurance contributions 270 706<br />
Pension obligation 7 626 13 116<br />
The actuarial assumptions are based on assumptions<br />
generally applied in the insurance industry with regard<br />
to demographic factors. Since the actuarial liabilities only<br />
includes the AFP-scheme which is beeing wound up, changes<br />
in assumptions will only result in insignificant effects. A<br />
sensitivity analysis is performed by changing the discount<br />
rate + 0.5 % and (-0.5 %). This results in a lower (higher) cost<br />
and lower (higher) liability of approximately 11.<br />
In February 2010 it was decided to wind up the AFP scheme,<br />
and it was only possible to take early retirement under the old<br />
scheme up until 31.12.2010. The gain from discontinuing the<br />
scheme was recognised as revenue in 2010 and is presented as<br />
a reduction in salary costs. One remaining provision concerns<br />
the Group’s contribution for persons who took early retirement<br />
under the old scheme. When dsicontinuing the old scheme, it<br />
became clear that the scheme had a substantial undercoverage.<br />
This undercoverage must be covered by the member companies<br />
by way of continued payments of premiums for the next five<br />
years. The company’s share of the undercoverage has been estimated,<br />
and provisions have been made in the financial statements.<br />
The Group’s share of this undercoverage was estimated<br />
and accrued in the financial statements as of 31.12.2010 based<br />
on an estimate of NOK 6,800 per employee. This provision is<br />
per 31.12.2012 decreased by 2/5 as it is now only 3 years until<br />
the old scheme is fully discontinued. This reduction is presented<br />
as a negative amount of 1,620 in 2012 as a one-off impact<br />
as a result of undercoverage in the AFP scheme. The Company’s<br />
estimated remaining obligation related to the undercoverage in<br />
the old AFP-scheme is 5,218 as of 31.12.12.<br />
A new AFP scheme has been established to replace the old<br />
AFP scheme. Unlike the old scheme, the new AFP scheme<br />
is not an early retirement scheme but a scheme that pays a<br />
lifelong supplement to ordinary pension benefits. Employees<br />
may elect to join the new AFP scheme from the age of 62 while<br />
continuing to work, and they will accrue additional benefits by<br />
continuing to work until the age of 67. The new AFP scheme<br />
is a defined benefit multiemployer pension scheme and is<br />
financed by premiums set as a percentage of salary. There is<br />
currently no reliable measurement and allocation of obligations<br />
and assets under the scheme. The scheme is accounted<br />
for as a contribution-based pension scheme whereby premium<br />
payments are recognised as an expense as incurred and no<br />
provisions are made in the financial statements.<br />
The difference between the booked pension liabiltity 7,370,<br />
and the presented pension liability above of 7,626 is related<br />
to accruals conserning mandatory occupational pension and<br />
expanded pension agreements for executives.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
63
<strong>Note</strong> 21<br />
Remuneration of key employees<br />
(All amounts in NOK 1,000)<br />
In 2012 the CEO received a salary and other remuneration<br />
totalling 2,621 compared with 2,718 in 2011. The sums<br />
for both years are exclusive of contributions to pension<br />
schemes, which make up 10% of the salary. The CEO has<br />
an agreement that guarantees salary payments for up to 18<br />
months if the employer were to terminate his employment.<br />
A non-compete clause also apply to the CEO in the same<br />
period. The CEO has a performance-based bonus scheme,<br />
identical for all employees in the Group management, which<br />
may not exceed 30% of the annual salary. In 2012 the chairman<br />
of the board received remuneration of 250, equal to<br />
2011. Total remuneration of the board in 2012 was 520 (495<br />
in 2011). A 12-month severance package has been agreed<br />
with the CFO and Deputy CEO. In connection with the<br />
shareholders of <strong>Beerenberg</strong> Holding signing an agreement<br />
to sell their shares to Segulah IV LP, a Stay-on Bonus for<br />
members of the Group management is triggered. The bonus<br />
agreement entitles the members of the Group managment to<br />
a stay-on bonus if they are still employed 18 months after the<br />
share sale transaction. Potential maximum payment related<br />
to the stay-on bonus is approximately 8,000. The sale of<br />
shares transaction is further described in note 29. No other<br />
bonuses, severance or options than described here are given<br />
to the board of directors or management.<br />
In addition to ordinary salaries, key employees benefit from<br />
free telephones, broadband and mandatory contributionbased<br />
pensions. Key employees also have a supplementary<br />
pension which extends mandatory defined contribution<br />
pension with 2-4 %. Everyone is paid a fixed salary, and no<br />
overtime payments are made.<br />
The key principles for setting management salaries at<br />
<strong>Beerenberg</strong> are that the company should be able to offer<br />
competitive terms. This relates to the combination of salaries,<br />
benefits in kind and pension schemes. The company operates<br />
in an international environment, a fact that is emphasised<br />
and reflected when setting the level of remuneration.<br />
When setting remuneration for 2013, the company will apply<br />
the same policy as in 2012. This entails being a competitive<br />
employer who attracts necessary expertise and capacity.<br />
The company also wishes to retain expertise and encourage<br />
long-term employment relationships. In respect of salary<br />
levels, the company aims to be in the high to average range<br />
in relation to comparable companies in order to attract “the<br />
best brains”.<br />
<strong>Note</strong> 22<br />
Warranty liabilities and provisions<br />
The Group has provided a joint bank guarantee for all the<br />
companies in the Group. In some cases, the Group will provide<br />
bank guarantees to customers when entering into large<br />
fixed price contracts. As at 31.12.12, the guarantees totalled<br />
38,645.<br />
A tax withholding guarantee of 39,000 has also been provided<br />
to the Bergen tax office as at 31.12.12<br />
The group has warranty liabilities relating to maintenance<br />
contracts. Warranty periods may last for up to three years<br />
after an annual programme has been completed. New-build<br />
offshore installations / structures are generally subject to a<br />
2-year warranty once a completion certificate has been issued.<br />
Guarantee liabilities are assessed continuously per individual<br />
project that has guarantees provided. However, it is<br />
difficult to estimate the probability that a warranty claim<br />
will arise per project and how much cost this would entail.<br />
There are therefore also made an assessment of the overall<br />
uncertainty on group level (IAS 37.24)<br />
A provision for for warranty liabilities has been made of<br />
3,500 as at 31.12.2012. Corresponding amount at 31.12.11 was<br />
3,500.<br />
Incurred warranty costs in 2012 was 1,539. The corresponding<br />
amount for 2011 was 1,375.<br />
64<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 23<br />
Trade payables and other payables<br />
Trade payables<br />
<strong>Beerenberg</strong> Corp.AS’ current liabilities stood at 102,926 in<br />
2012 (141,183 in 2011).<br />
72,741 of these liabilities pertains to accrued holiday pay in<br />
2012 (63,248 in 2011), while the remaining current liabilities<br />
relate to project provisions.<br />
Other current liabilities<br />
<strong>Beerenberg</strong> Corp. AS’ current liabilities stood at 118,914<br />
(154,112 in 2011).<br />
<strong>Note</strong> 24<br />
Financial instruments, other investments<br />
Financial instruments is a collective term for assets and<br />
liabilities traded in the securities market, derivatives market<br />
and partly the currency market, which are further defined in<br />
the Norwegian Securities Trading Act.<br />
Please see <strong>Note</strong> 30 for details of derivatives, and for other<br />
financial instruments see note 13. The Group is not in a<br />
position, nor is it part of its business, to make investments in<br />
financial instruments for speculative purposes. As explained<br />
in <strong>Note</strong> 13, only instruments that are suitable for hedging<br />
will be used and then only to a limited extent in order to<br />
hedge commercial risks.<br />
Credit risk exposure is described in <strong>Note</strong> 13.<br />
Exposure to liquidity risks, including loan repayment structures,<br />
is described in <strong>Note</strong>s 13 and 32.<br />
The exchange rate risk is not significant as at 31.12.2012. See<br />
also <strong>Note</strong> 13 for an overview of currency exposure.<br />
The Group is expecting to expand its international operations<br />
with the result that exposure, particularly in USD, is<br />
likely to increase.<br />
The <strong>Beerenberg</strong> Corp. AS Group has loans drawn exclusively<br />
in NOK and subject to variable interest. The group is consequently<br />
sensitive to changes in interest rates. Please refer to<br />
note 4 for sensitivity analysis.<br />
The fair value of all financial instruments held by the group<br />
is equal to or exceeds the book value.<br />
<strong>Beerenberg</strong> Corp. AS and the <strong>Beerenberg</strong> Corp. AS Group<br />
have made no investments that fall into the category “Other<br />
investments”.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
65
<strong>Note</strong> 25<br />
Operational leasing<br />
(Amounts in NOK 1,000)<br />
Total leasing liabilities for irrevocable operating leases 2 012 2 011<br />
Leases falling due within one year 14 180 12 159<br />
Leases lasting from one to five years 21 690 22 305<br />
Leases lasting more than five years 562 -<br />
Total 36 433 34 464<br />
Lease and sublease agreements recognised in 2011 income statement Buildings Buildings<br />
Minimum rent<br />
Subleases 1 368 1 020<br />
Total 1 368 1 020<br />
Most operational leases relate to the leasing of premises.<br />
Other lease expenses mostly comprise leasing of IT equipment, vehicles, fixtures and fittings, and equipment.<br />
There are no purchase options on property or equipment, and equipment may not be subleased.<br />
Variable rent does not form a substantial part of the lease expenses.<br />
<strong>Note</strong> 26<br />
Contingent outcomes<br />
(Amounts in NOK 1,000)<br />
Project risks and uncertainties<br />
The group’s projects are largely long-term contracts awarded<br />
as the result of a tender. According to IAS 18.21 the percentage<br />
of completion method is applied and and revenue is recognized<br />
in the periods in which services are provided. The<br />
value of work performed during the period are estimated<br />
based on physical progress recorded after a detailed inspection<br />
or the number of hours of work performed.<br />
Circumstances and information may change in subsequent<br />
periods, and final outcomes may be better or worse than the<br />
assessment made at the time the financial statements were<br />
prepared.<br />
In the group’s opinion, there are no projects as at 31.12.12<br />
with uncertainties relating to estimates that may be of significant<br />
importance to the consolidated figures.<br />
Legal disputes<br />
From time to time, the Group becomes involved in various<br />
disputes in its course of business. Provisions have been made<br />
to cover expected losses resulting from such disputes to<br />
the extent that negative outcomes are probable and reliable<br />
estimates can be produced. The final outcome of such cases<br />
will always contain elements of uncertainty, and may result<br />
in liabilities exceeding the recognised provisions.<br />
Request for changed assessed taxes for 2010<br />
At the date of the financial statements it has been discovered<br />
an error in the tax treatment for the year 2010. It is in<br />
this connection sent a request to the tax authorities to have<br />
the taxes for 2010 reassessed. If pursuant, the effect on the<br />
financial statements will be a correction of prior year taxes<br />
paid and an improvement in equity of 6,400.<br />
66<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 27<br />
Related parties<br />
(Amounts in NOK 1,000)<br />
In 2012 the Group conducted transactions with related parties<br />
as follows:<br />
<strong>Beerenberg</strong> Corp. AS has given a loan to its parent<br />
company <strong>Beerenberg</strong> Holding AS of 102,349. This has<br />
given <strong>Beerenberg</strong> Corp. AS interest income of 6,072 and<br />
<strong>Beerenberg</strong> Holding AS a corresponding expense. The loans<br />
are granted on terms according to arm’s length principle.<br />
Current interest rates are 12 months NIBOR + 2%<br />
<strong>Beerenberg</strong> Corp. AS and <strong>Beerenberg</strong> Holding AS have given<br />
loans to employees, cf. <strong>Note</strong> 19.<br />
Please see <strong>Note</strong>s 19 and 21 for details of loans, severance pay<br />
and other related matters.<br />
<strong>Note</strong> 28 Group entities as at 31.12.2012<br />
(Amounts in NOK 1,000)<br />
Ownership<br />
interest<br />
Acquisition<br />
cost<br />
Capitalised<br />
value<br />
<strong>Beerenberg</strong> Inc. 100 % 613 613<br />
D&F Group AS 100 % 100 100<br />
613 713<br />
<strong>Beerenberg</strong> Inc.’s registered office is in Houston, USA. D&F<br />
Group’s registered office is in Kokstad in Bergen, Norway.<br />
The voting share in the subsidiary companies is identical to<br />
the ownership share.<br />
** Capitalised value applies to the separate financial statements of<br />
<strong>Beerenberg</strong> Corp. AS<br />
<strong>Note</strong> 29<br />
Events after the reporting date<br />
The owners of the parent company <strong>Beerenberg</strong> Holding AS<br />
signed 28.12.2012 a share sale agreement with Segulah IV<br />
LP to sell 100% of the shares in <strong>Beerenberg</strong> Holding AS. The<br />
agreement was subject to approval by the competition authorities.<br />
This approval was granted 30/01/2013, so that the<br />
agreement of sale became final as of 21/02/2013.<br />
In connection with the change of ownership, new loans and<br />
credit facilities are in place where existing banking connection,<br />
Danske Bank, has the majority of the engagement, but<br />
where DnB has entered as cooperation bank. Total new borrowing<br />
facilities is 950,000.<br />
The refinancing has been done partly in <strong>Beerenberg</strong> Holding<br />
AS and partly in a newly created Holding company above<br />
<strong>Beerenberg</strong> Holding AS, and will have little impact on balance<br />
sheet or interest costs in <strong>Beerenberg</strong> Holding. AS Group.<br />
The loan agreement includes the following covenants;<br />
“Interest Cover” – EBITDA compared to net financing costs.<br />
“Leverage” – Net debt in relation to EBITDA.<br />
“Cash Flow Cover” – Cash flow relative to debt servicing.<br />
Limits on maximum investment per calendar year.<br />
The agreed interest rate is NIBOR plus a margin ranging<br />
between 3.50% and 4.75% annually.<br />
A minimum of 50% of the loan will be hedged at least for 3<br />
years.<br />
The loan will have a repayment plan with the following payment<br />
structure;<br />
Repayment 2013 17,300<br />
Repayment 2014 34,600<br />
Repayment 2015 57,700<br />
Repayment 2016 69,300<br />
Repayment 2017 82,800<br />
The loans are expected to be repaid by 2021.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
67
<strong>Note</strong> 30<br />
Derivatives<br />
The Group had no open positions in respect of derivatives as at 31.12.2012.<br />
<strong>Note</strong> 31<br />
Net capital employed<br />
(Amounts in NOK 1,000)<br />
2012 2011<br />
Inventories 34 671 27 046<br />
Supplier liabilities and other short-term liabilities 295 131 354 347<br />
Provisions (83 881) (62 200)<br />
Trade payables and other payment obligations (221 840) (295 294)<br />
Net current operational assets 24 081 23 899<br />
Other non-current operational assets 5 013 4 936<br />
Intangible assets 263 618 262 876<br />
Property, plant and equipment 187 229 185 918<br />
Interest-bearing receivables 102 349 153 297<br />
Pension obligations (7 370) (15 294)<br />
Deferred tax obligations (16 367) (14 020)<br />
Other long term obligations (3 500) (3 500)<br />
Total net capital employed 555 053 598 113<br />
<strong>Note</strong> 32<br />
Interest-bearing debts<br />
(Amounts in NOK 1,000)<br />
The tables provide information about the contractual terms relating to <strong>Beerenberg</strong> Corp.’s interest-bearing loans measured<br />
at amortised cost. For more information about the group’s interest rates, currencies and liquidity risk, please see the section<br />
on financial risk management and exposure in the chapter on accounting principles.<br />
Summary of interest-bearing debts as at 31.12.2011<br />
Loans:<br />
Book value<br />
Spread over<br />
NIBOR<br />
Due<br />
Terms of<br />
interest<br />
Long-term loan from <strong>Beerenberg</strong> Corp. AS 23 000 2,75 - 3,75 % 02-01-15 NIBOR+Spread**<br />
Long-term loan from <strong>Beerenberg</strong> Corp. AS 20 000 2,75 - 3,75 % 03-01-15 NIBOR+Spread**<br />
Multicurrency overdraft limit 90,000 - 2,00 % * until further notice NIBOR+Spread**<br />
Financial leases *** 19 027 1,0 - 2,0 % 2012-2019 NIBOR+Spread**<br />
*** More than 90 % relates to Fokus Leasing AS.<br />
There is also a guarantee limit of 85,000.<br />
68<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Beerenberg</strong> Holding AS has the following loans for which <strong>Beerenberg</strong> Corp. AS is jointly<br />
and severally liable:<br />
Loans:<br />
Book value<br />
Spread over<br />
NIBOR<br />
Due<br />
Terms of<br />
interest<br />
Long-term loan Tranche A 200 000 2,75-3,75% 02-01-15 NIBOR+Margin**<br />
Long-term loan Tranche B 392 000 2,75-3,75% 02-01-15 NIBOR+Margin**<br />
* Subject to an additional contingency of 0.50% per annum.<br />
** The agreed spread on the bank loans is determined by a price matrix based on 4 quarters’ rolling EBITDA and net interest-bearing debt.<br />
Maturity structure of financial liabilities<br />
Book value<br />
Earlier than 6<br />
months 6–12 months 1–2 years 2–5 years<br />
Long-term loan from <strong>Beerenberg</strong> Corp. AS 23 000 - - - 23 000<br />
Long-term loan from <strong>Beerenberg</strong> Corp. AS 20 000 20 000<br />
Multicurrency overdraft limit NOK 90 million - - - - -<br />
Long-term loan Tranche A 200 000 - 65 000 - 135 000<br />
Long-term loan Tranche B 392 000 - - - 392 000<br />
Financial leases *** 19 027 2 820 2 820 5 379 8 008<br />
Total 654 027 2 820 67 820 5 379 578 008<br />
*** More than 90% relates to Fokus Leasing AS. NOK 4.0 million remaining after 2015. 100% relates to Fokus Leasing AS. Leasing<br />
agreements relates to scaffolding, machinery, containers and other equipment and vehicles.The carrying value of the leases is the<br />
present value of lease payments. Nominal value (the sum of all future lease payments) amounts to 20,648. Installments and interest<br />
in the periodic payments under capital leases are recognized respectively, as a reduction in lease liability and interest expense.<br />
Variable rent does not form a substantial part of the lease expenses. Interest expense relating to capital leases is in 2012 1,079.<br />
There are no subletting of assets under finance lease. There are no restrictions imposed through lease arrangements, such as when it<br />
comes to dividends, additional debt and further leasing arrangements.<br />
Covenants<br />
In connection with agreement of change of debt repayment<br />
schedule in May 2012, adjustments in covenants were made.<br />
The Group has adhered to adjusted and current covenants<br />
throughout the year. The Group expects to comply with the<br />
existing covenants for the remainder of the loan term.<br />
Current covenants relate to:<br />
▪▪<br />
Equity ratio<br />
▪▪<br />
CAPEX / Annual investments<br />
▪▪<br />
Interest-bearing debt divided by four quarter rolling<br />
EBITDA.<br />
▪▪<br />
Debt repayment ratio<br />
Refer also to note 29 where refinancing in connection to the<br />
sale of shares transaction is further described.<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
69
<strong>Note</strong> 33<br />
Secured Liabilities<br />
(Amounts in NOK 1,000)<br />
The Group has provided security for its arrangement with<br />
Fokus Bank. The tables below provide an overview of the arrangement<br />
and the book value of the assets put up as security.<br />
<strong>Beerenberg</strong> Corp. AS / the <strong>Beerenberg</strong> Corp. AS Group are<br />
jointly and severally liable together with <strong>Beerenberg</strong> Holding<br />
AS / the <strong>Beerenberg</strong> Holding AS Group for <strong>Beerenberg</strong><br />
Holding AS’s debts to Fokus Bank. <strong>Beerenberg</strong> Holding AS’<br />
debts to Fokus Bank are specified on a separate line.<br />
In some cases, the company will provide bank guarantees to<br />
customers when entering into large fixed price contracts. As at<br />
31.12.12, these guarantees totalled 38,645.<br />
The Group has produced a joint bank guarantee for all the<br />
companies in the group. The Group’s guarantee liability<br />
pertains to contract guarantees for such guarantees and to<br />
guarantees to the authorities. As at 31.12.12, the guarantees<br />
totalled 77,645. At the end of 2011 the figure stood at 79,300.<br />
31.12.2012 31.12.2011<br />
Security has been provided for the following debts:<br />
Guarantees, incl. tax withholding guarantee 77 645 79 313<br />
Current liabilities to credit institutions 5 883 83 197<br />
Non-current liabilities to credit institutions 56 387 62 028<br />
Total for the <strong>Beerenberg</strong> Corp. AS group 139 915 224 538<br />
Long-term liabilities to credit institutions. Applies to <strong>Beerenberg</strong> Holding AS 592 000 240 000<br />
Total 731 915 464 538<br />
Capitalised value of assets provided as security for secured debts:<br />
Fixed assets 187 229 185 918<br />
Inventories 34 671 27 046<br />
Trade receivables 148 048 234 031<br />
Total 369 949 446 995<br />
70<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
<strong>Note</strong> 34<br />
Contracts<br />
(Amounts in NOK 1,000)<br />
The group has entered into long-term maintenance contracts<br />
in the areas of surface treatment and scaffolding for<br />
several offshore installations, gas processing plants and oil<br />
refineries. Project partners are predominantly Statoil and<br />
ConocoPhillips. In 2012, long-term maintenance contracts<br />
accounted for 82 % of the turnover. The accounts for these<br />
contracts are completed at the end of each year. Revenues<br />
are recognised as incurred according to physical measurements<br />
of progress.<br />
As at 31.12.2012, the total order backlog stands at 11,390, of<br />
which 3,625 is classed as firm orders and 7,765 as options.<br />
70,5% of the turnover in 2013 will be generated from firm<br />
orders – 93,7% if options are included. 74% of firm scope<br />
orders relate to ISS and the remainder to the various BCs –<br />
mostly pertaining to existing ISS contracts.<br />
99 % of the total order backlog relates to operations in<br />
Norway / on the Norwegian Continental Shelf. 66 % is<br />
offshore-related. Statoil and ConocoPhillips and Kværner/<br />
Shell represent 46%, 25%, and 25% respectively of the total<br />
order backlog.<br />
Order backlog per year<br />
Distribution Backlog of firm orders and options<br />
(NOKm)<br />
2500<br />
Revenue Option Consumption (MNOK)<br />
Firm Scope Consumption (MNOK)<br />
2000<br />
1500<br />
1000<br />
449<br />
995<br />
1534<br />
1415<br />
1361<br />
1265<br />
1290<br />
500<br />
0<br />
880<br />
578 555<br />
368<br />
200<br />
50 0<br />
2013 2014 2015 2016 2017 2018 2019<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012<br />
71
Annual accounts 2012<br />
<strong>Beerenberg</strong> Corp AS
<strong>Beerenberg</strong> Corp. AS <br />
Income Statement<br />
Amounts in NOK 1,000 <strong>Note</strong> 2012 2011<br />
Operating revenue 2 1 435 520 1 411 923<br />
Total revenue and other revenue 1 435 520 1 411 923<br />
Materials, goods and services 81 321 77 219<br />
Pay and other social services 5,6 963 625 967 206<br />
Depreciation and amortisation 7 36 724 29 959<br />
Other operating costs 5,7 213 519 239 622<br />
Operating result 140 332 97 918<br />
Interest received 13 7 012 5 860<br />
Other financial revenue 1 579 3 039<br />
Interest paid 9 046 9 346<br />
Other financial expenses 3 777 4 277<br />
Ordinary result before tax 136 101 93 193<br />
Tax 10 38 250 32 423<br />
Annual profit/loss 97 851 60 770<br />
The annual profit/loss is attributable to:<br />
Group contributions (net after tax) 8 34 586 25 369<br />
Transferred to other equity 8 63 264 35 401<br />
Annual profit/loss 97 851 60 770<br />
74<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Beerenberg</strong> Corp. AS<br />
Balance Sheet<br />
Assets Amounts in NOK 1,000 <strong>Note</strong> 31/12/2012 31/12/2011<br />
Noncurrent assets<br />
Research and development, software and other intangible assets 7 52 002 46 171<br />
Total intangible assets 52 002 46 171<br />
Tangible fixed assets<br />
Building related improvements/alterations 7,9 12 745 11 545<br />
Property, plants and equipment 7,9 169 823 168 461<br />
Operating equipment, inventory, tools, office machines and similar 7,9 4 392 5 167<br />
Total tangible fixed assets 186 959 185 173<br />
Financial fixed assets<br />
Investments in subsidiary companies 14 713 713<br />
Loans to enterprises in the same group 12,13 126 771 168 006<br />
Long-term receivables 5,12 5 013 4 936<br />
Total financial fixed assets 132 496 173 655<br />
Total noncurrent assets 371 458 404 999<br />
Current assets<br />
Goods 4,9 34 671 27 046<br />
Receivables<br />
Accounts receivables from customers 9 148 048 226 448<br />
Other receivables 31 269 21 467<br />
Earned, not invoiced 127 269 104 085<br />
Total receivables 306 586 352 000<br />
Cash at bank, cash in hand and similar 3 25 855 634<br />
Total current assets 367 112 379 681<br />
Total assets 738 570 784 679<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
75
<strong>Beerenberg</strong> Corp. AS <br />
Balance Sheet<br />
Equity and Liabilities<br />
Equity Amounts in NOK 1,000 <strong>Note</strong> 31/12/2012 31/12/2011<br />
Called-up and fully paid share capital<br />
Share capital 8 20 000 20 000<br />
Other paid up capital 8 8 176 8 176<br />
Total called-up and fully paid share capital 28 176 28 176<br />
Retained earnings<br />
Other equity 8 266 962 203 698<br />
Total retained earnings 266 962 203 698<br />
Total equity 295 138 231 874<br />
Liabilities<br />
Provisions for obligations<br />
Pension obligations 6 7 370 15 294<br />
Deferred tax obligations 10 9 695 5 923<br />
Other long-term obligations 15 3 500 3 500<br />
Total provisions for obligations 20 565 24 716<br />
Long-term liabilities<br />
Liabilities to credit institutions 7,9,12 56 387 62 028<br />
Total long-term liabilities 56 387 62 028<br />
Short-term liabilities<br />
Liabilities to credit institutions 3,7,9 5 883 83 197<br />
Supplier liabilities 102 926 141 183<br />
Tax payable 10 21 918 12 001<br />
Owed government charges and special taxes 60 110 40 334<br />
Other -short term liabililities 11 175 643 189 347<br />
Total short-term liabilities 366 479 466 061<br />
Total liabilities 443 432 552 805<br />
Total equity and liabilities 738 570 784 679<br />
Bergen 19. March 2013<br />
Board of Directors at <strong>Beerenberg</strong> Corp AS.<br />
Ketil Lenning Lars Marcusson Sebastian Ehrnrooth Marcus Planting-Bergloo<br />
Chairman Board member Board member Board member<br />
Einar Stene Johan P Andresen Morten H Walde<br />
Board member Board member CEO<br />
76<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Beerenberg</strong> Corp AS <br />
Statement of Cash Flows<br />
Amounts in NOK 1,000 <strong>Note</strong> 2012 2011<br />
Cash flows from operating activities<br />
Result for the period before tax 136 101 93 193<br />
Tax paid for the period 10 -11 109 -9 148<br />
Gains/losses from sales of fixed assets 17 -1 856<br />
Depreciation, write-down and amortisation 7 36 724 29 959<br />
Changes to stock 4 -7 625 762<br />
Changes to accounts receivable from customers 78 400 -91 037<br />
Changes to supplier liabilities -38 257 -17 879<br />
Difference between expensed and paid-in/out pension premium -7 924 -1 583<br />
Changes to other time restricted items 11 -39 550 26 296<br />
Net cash flow from operating activities 146 777 28 707<br />
Net cash flows from investment activities<br />
Incoming payments from the sale of tangible fixed assets 141 4 811<br />
Outgoing payments from acquisition of tangible fixed assets 7 -44 501 -55 691<br />
Outgoing payments from loan to Group Companies 13 -9 713 -34 323<br />
Incoming payments from loan to Group Companies 13 57 021 0<br />
Accrued, not paid itnterests 13 -6 072 -5 794<br />
Net cash flow from investment activities -3 124 -90 996<br />
Cash flows from financing activities<br />
Incoming payments from new long term debt 0 22 103<br />
Repayment of long-term liabilities (outgoing) -7 223 -11 257<br />
Net overdraft changes 3 -75 974 75 974<br />
Payments of Group contributions (outgoing) 8 -35 235 -33 944<br />
Net cash flow from financing activities -118 432 52 876<br />
Net changes to cash and cash equivalents 25 220 -9 414<br />
Cash and cash equivalents per 01.01 634 10 049<br />
Cash and cash equivalents per 31.12 25 855 634<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
77
<strong>Note</strong> 1<br />
Basic principles – measurement and<br />
classification – other matters<br />
The annual financial statements comprise an income statement,<br />
a statement of financial position, a statement of cash<br />
flows and notes, and have been prepared in accordance<br />
with the Norwegian Limited Liability Companies Act, the<br />
Accounting Act and generally accepted accounting practices<br />
in Norway. The accounting statements have been condensed<br />
in order to make them easier to read. The required breakdown<br />
is given in the notes. The notes are thus an integrated<br />
part of the annual financial statements.<br />
The annual financial statements have been prepared on<br />
the basis of historical cost principles, comparability, the<br />
going concern assumption, congruence and prudence.<br />
Transactions are recognised to the value of the consideration<br />
on the transaction date. Revenue is recognised in profit<br />
or loss as accrued, and costs are matched with accrued<br />
revenues. The accounting principles are described in more<br />
detail below. If actual figures are not available on the reporting<br />
date, generally accepted accounting practices dictate<br />
that the management produce a best estimate for use in the<br />
income statement and statement of financial position. There<br />
may be discrepancies between estimated and actual figures.<br />
Assets/liabilities relating to the flow of goods and items that<br />
fall due within one year of the reporting date are classed<br />
as current assets/liabilities. Current assets/liabilities are<br />
measured at the lower/higher of acquisition cost and fair<br />
value. Other assets are classed as non-current assets. Noncurrent<br />
assets are measured at acquisition cost. Non-current<br />
assets with a limited useful life are amortised. If there is an<br />
other-than-temporary decline in value, the non-current asset<br />
is written down.<br />
According to generally accepted accounting practices,<br />
there are some exceptions to the general measurement<br />
rules. These exceptions are addressed in the respective<br />
notes. Emphasis is placed not only on legal form but also<br />
on financial realities when applying accounting principles<br />
and presenting transactions and other matters. Contingent<br />
losses that are probable and quantifiable are recognised as<br />
an expense.<br />
Accounting principles for<br />
significant accounting items<br />
Revenue recognition<br />
Revenue is recognised as accrued. Revenue is therefore<br />
normally recognised on the delivery date in the case of sale<br />
of goods and services. For identified loss-making projects, a<br />
provision is made for the entire expected loss. VAT, discounts,<br />
bonuses and billed shipping costs are deducted from<br />
the operating revenue.<br />
Expense recognition / matching<br />
Expenses are matched with and recognised alongside the<br />
revenues to which they can be allocated. Expenses that<br />
cannot be allocated directly to revenue are recognised as incurred.<br />
All expenses linked to the restructuring or termination<br />
of an operation are recognised at the time the decision<br />
was made.<br />
Tangible non-current assets<br />
Tangible non-current assets are capitalised at acquisition<br />
cost less accumulated depreciation and write-downs. If the<br />
fair value of a non-current asset is lower than its book value,<br />
and the reasons for this are not deemed to be temporary,<br />
the non-current asset will be written down to its fair value.<br />
Expenses in connection with ordinary maintenance and<br />
repairs are recognised as incurred.<br />
Leasing<br />
Leasing agreements are classed as financial or operational<br />
according to the actual content of the agreement.<br />
Financial leasing agreements are capitalised at the value of<br />
the consideration described in the leasing agreement. The<br />
value of the consideration is the present value of the lease<br />
payments. Either the implicit interest rate of the leasing<br />
agreements or the company’s alternative loan rate is used to<br />
calculate the present value. Capitalised leasing agreements<br />
are measured in accordance with the general measurement<br />
rules laid down in the Norwegian Accounting Act. If the<br />
asset has a limited economic useful life, it is amortised using<br />
an appropriate amortisation schedule.<br />
In the case of leasing agreements that are not capitalised,<br />
the lease payments constitute an operating expense that is<br />
distributed systematically across the entire leasing period.<br />
78<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
Accounting principles<br />
Depreciation<br />
Ordinary depreciation is calculated on a straight-line basis<br />
over the economic useful lives of the non-current assets<br />
based on historical cost. Depreciation is classed as an ordinary<br />
operating expense.<br />
Subsidiary companies<br />
Subsidiaries are measured using the cost method in the<br />
separate financial statements. Investments are measured at<br />
the acquisition cost of the shares unless it has been necessary<br />
to write down their value. They are written down to fair value<br />
when the fall in value is due to other-than-temporary circumstances<br />
and it is deemed necessary in accordance with generally<br />
accepted accounting practices. Write-downs are reversed<br />
when the basis for a write-down is no longer present.<br />
Inventories and cost of sales<br />
Inventories are measured at an amount equal to the lower of<br />
cost and estimated selling price. The cost of manufactured<br />
inventories includes the direct cost of materials, direct labour<br />
and a share of indirect production overheads, while the<br />
cost of purchased inventories is the acquisition cost. Cost of<br />
sales for the year comprises the cost price of goods sold plus<br />
any write-down in accordance with generally accepted accounting<br />
practices at the end of the year.<br />
Construction contracts<br />
The company’s operations mostly comprise construction<br />
assignments (projects) lasting from a few months to several<br />
years. Billing takes place monthly and normally in step with<br />
the progress of the work.<br />
Revenue from projects is recognised as and when services<br />
are rendered. This implies that revenue is recognised in accordance<br />
with the stage of completion as and when work is<br />
completed. It means that the accrued part of the expected<br />
earnings from a project is recognised as revenue. The stage of<br />
completion is assessed on the basis of production completed.<br />
For projects expected to incur a loss, all of the expected<br />
loss is recognised as an expense. The warranty period is<br />
normally three years, and provisions for probable warranty<br />
work are recognised under cost of sales as and when they are<br />
made. Disputed claims are only recognised as revenue once<br />
they have been settled or become certain.<br />
Receivables<br />
Receivables are presented at face value less expected losses.<br />
Currency<br />
Monetary items in foreign currencies are measured using<br />
the exchange rate at the end of the accounting year.<br />
Use of estimates<br />
Preparing the financial statements in accordance with generally<br />
accepted accounting practices requires the management<br />
to use assessments and assumptions that affect the<br />
income statement and the valuation of assets and liabilities<br />
as well as information about uncertain assets and liabilities<br />
on the reporting date.<br />
Contingent losses that are probable and quantifiable are<br />
recognised as an expense as incurred.<br />
Pension obligations and pension costs<br />
Employee benefits in the form of pension schemes are accounted<br />
for in accordance with NRS 6 and calculated in<br />
accordance with International Accounting Standard (IAS)<br />
19 “Employee benefits”. Pensions are described in <strong>Note</strong> 6.<br />
The net pension cost for the period is classed as a salary and<br />
personnel expense.<br />
The company operates a pension scheme financed by<br />
contributions paid into a separate legal entity (insurance<br />
company) in the form of a defined contribution plan. A defined<br />
contribution plan is a pension scheme under which the<br />
company pays fixed contributions to the insurance company.<br />
The company has no further payment obligations once the<br />
contributions have been paid. The contributions are recognised<br />
in profit or loss as salary costs as incurred. Prepaid<br />
contributions are recognised as assets to the extent that they<br />
can be refunded or reduce future contributions.<br />
The group has one employee with an ordinary defined benefit<br />
plan, and it is also a member of an AFP defined benefit<br />
scheme. A defined benefit plan is a pension scheme that is not<br />
contribution-based. Net liabilities for defined benefit plans<br />
are calculated for each scheme by estimating future benefits<br />
accrued by the employees for services given in the current<br />
or previous periods. The benefits are discounted to calculate<br />
their present value, and the cost of pension accruals from<br />
previous periods that have not yet been recognised and the<br />
fair value of plan assets are deducted.<br />
Changes to defined benefit pension obligations caused by<br />
changes to the pension plans are distributed over the estimated<br />
average remaining contribution period.<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
79
<strong>Note</strong> 1 | Accounting principles<br />
The accumulated effect of changes in estimates and in financial<br />
and actuarial assumptions (actuarial gains and losses)<br />
making up less than 10 % of the greater of the pension obligations<br />
and the plan assets at the beginning of the year is not<br />
recognised. When the accumulated effect exceeds 10% at the<br />
start of the year, the excess is recognised in profit or loss over<br />
the assumed average remaining qualifying period.<br />
The discount rate for Norwegian schemes is based on the<br />
yield on 10-year Norwegian government bonds on the reporting<br />
date, adjusted to reflect the maturity of the pension<br />
obligations. The pension obligations are calculated by an<br />
actuary based on a straight-line accruals model.<br />
The ordinary pension scheme (which is a defined benefit<br />
plan) and the AFP scheme are both unfunded schemes.<br />
At the turn of the year, a total of 31 retirees have signed up<br />
to the AFP plan. Provisions for future pension obligations<br />
have been made on recommendation by the Norwegian<br />
Accounting Standards Board.<br />
Deferred tax and tax expenses<br />
Deferred tax is calculated on the basis of temporary differences<br />
between carrying amounts and taxable values at the<br />
end of the accounting year. A nominal tax rate is used in<br />
the calculation. Positive and negative differences are offset<br />
against each other within the same period. A deferred tax<br />
asset occurs if there are temporary differences giving rise<br />
to tax deductions in the future. Tax for the year comprises<br />
changes in deferred tax and deferred tax assets together<br />
with tax payable for the year, adjusted for errors in the calculations<br />
for previous years.<br />
Statement of cash flows<br />
The statement of cash flows has been prepared using the<br />
indirect method. Cash and cash equivalents consist of cash,<br />
bank deposits and other short-term liquid investments<br />
which may be converted, immediately and with an insignificant<br />
exchange rate risk, to known cash amounts and which<br />
have a maturity date no later than three months from the<br />
acquisition date.<br />
Contingent liabilities<br />
From time to time, the company receives claims for compensation<br />
for / rectification of work that has been carried<br />
out. These are recognised as liabilities if it is highly probably<br />
that a claim will be paid or if work will be carried out free of<br />
charge in subsequent periods.<br />
80<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Note</strong> 2<br />
Segment information<br />
(Amounts in NOK 1,000)<br />
Operating segments are identified on the basis of the<br />
reporting used by the management when the companies’<br />
performance and profitability are evaluated at a strategic<br />
level. The group is organised into four business areas: North-<br />
West, North Sea, Innovation & Technology and Subsea &<br />
Technology.<br />
The products and services provided are divided into segments.<br />
They are ISS and BC. The ISS segments comprise the<br />
services traditional insulation, scaffolding and surface treatment.<br />
The BC segment consists of services and products that<br />
include more complex services requiring additional specialist<br />
expertise. Services include the Benarx insulation product<br />
series (in-house technology), cutting and removal, access<br />
techniques, subsea insulation and Sveisolat/habitat services.<br />
The group management regularly reviews the operational<br />
and financial performance of the various business areas.<br />
The financial data presented correspond with the financial<br />
information used internally by the group management for<br />
the purposes of managing the business, making strategic<br />
decisions and allocating resources.<br />
Turnover is also measured according to whether it is generated<br />
on the Norwegian Continental Shelf (NCS) or internationally<br />
(ICS).<br />
Business areas ISS BC Total<br />
Sales revenue 1 009 058 426 462 1 435 520<br />
Geographical segments North West North Sea<br />
Innovation &<br />
Technology<br />
Subsea &<br />
Technology<br />
Sales revenue 810 083 539 471 29 086 56 880 1 435 520<br />
Total<br />
95.4% of the company’s total revenue is related to operations in Norway.<br />
<strong>Note</strong> 3<br />
Liquid assets<br />
The company has a guarantee limit for tax withholding for the year of 39,000.<br />
The group has a joint credit limit for all its companies. As at 31.12.2012 the overdraft limit is 90,000.<br />
As of 31.12.12 all of this is unused credit facilities.<br />
<strong>Note</strong> 4<br />
Long-term manufacturing contracts / Goods<br />
(Amounts in NOK 1,000)<br />
The company has entered into long-term maintenance contracts<br />
in the areas of surface treatment and scaffolding for<br />
several offshore installations, gas processing plants and oil<br />
refineries.<br />
Revenues are recognised as incurred according to physical<br />
measurements of progress. For projects that are expected<br />
to incur a loss, the entire expected loss is recognised as an<br />
expense.<br />
Goods 31-12-12 31-12-11 Change<br />
Raw materials 32 561 27 046 5 515<br />
Work in progress 2 110 0 2 110<br />
Total goods 34 671 27 046 7 625<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
81
<strong>Note</strong> 5<br />
Salary costs / Number of employees /<br />
Remuneration / Loans to employees<br />
(Amounts in NOK 1,000)<br />
Salary costs etc. 01.01 -31.12<br />
2012 2011<br />
Salaries 653 429 595 033<br />
National Insurance contributions 98 513 89 359<br />
Pension costs 20 208 16 436<br />
Hired personnel 177 354 246 023<br />
Other contributions 14 121 20 355<br />
Salary costs 963 625 967 206<br />
Number of FTEs 1 487 1 569<br />
Remuneration (in NOK) Daglig leder Styret<br />
Salaries and other benefits 2 621 520<br />
Contributions to pension schemes for CEO is 10% of the salary<br />
The CEO has also taken out a loan from the company. The loan is subject to interest in accordance with the Norwegian Tax<br />
Administration’s standard rate of interest on employment-related loans. Satisfactory security for the loan has been provided<br />
in accordance with Section 8-7 of the Limited Liability Companies Act<br />
The CEO has an agreement that guarantees salary payments for up to 18 months if the employer were to terminate his employment.<br />
The CEO is also subject to a non-compete clause for the same period. The CEO is part the same performance bonus<br />
scheme as other employees in the group management, which caps his bonus at 30% of the annual salary.<br />
Loans to key employees<br />
The Group has given refinancing loans to members of the company management. Satisfactory security has been provided for<br />
the loans.<br />
Loans to employees<br />
Name of employee<br />
Total beløp<br />
Morten Walde, CEO 704<br />
Other employees 4 308<br />
Total 5 013<br />
Loans to the above-mentioned employees are subject to the standard interest rate at all times.<br />
Auditor's fee excluding VAT:<br />
Statutory auditing 818<br />
Tax advice 121<br />
Other certification services 8<br />
Other services 85<br />
Total 1 031<br />
82<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Note</strong> 6<br />
Employee benefits – pensions<br />
(Amounts in NOK 1,000)<br />
Mandatory occupational pension<br />
The company is obliged to operate an occupational pension<br />
scheme in accordance with the Norwegian act on mandatory<br />
occupational pensions. The company’s pension schemes<br />
satisfy the provisions of this act.<br />
Defined benefit pensions<br />
In a pension reform in Norway in 2010, the old AFP-scheme<br />
was discontinued and replaced with a new AFP-scheme. The<br />
company is part of the old AFP scheme, which means that<br />
the employees had a choice to take early retirement from the<br />
age of 62. The scheme entitled members to defined future<br />
benefits from the age of 62 to 67. These benefits depend<br />
primarily on the number of years of service, salary upon<br />
reaching pension age and the extent of the benefits paid<br />
by the Norwegian National Insurance Scheme. The AFP<br />
scheme is defined as an multi-company unfunded defined<br />
benefit scheme. The pension obligation is calculated by an<br />
independent actuary.<br />
No funds have been invested in the Group’s defined benefit<br />
schemes since the schemes are unfunded schemes.<br />
The following assumptions have been made when calculating<br />
the obligation related to the ordinary defined benefit<br />
scheme.<br />
01.01 -31.12<br />
Financial: 2012 2011<br />
Discount rate 3,30 % 4,00 %<br />
Expected return on plan assets 4,80 % 5,40 %<br />
Salary adjustments 4,00 % 4,00 %<br />
"G" adjustments / inflation 3,75 % 3,75 %<br />
Pension adjustments 3,75 % 3,75 %<br />
Demographic:<br />
Mortality K2005/KU K2005/KU<br />
Pension cost: 2012 2011<br />
Current value of pension accruals for the year 0 598<br />
Interest cost of pension obligation 84 212<br />
Expected return on plan assets 0 0<br />
Amortisation of actuarial (gain)/loss -65 -871<br />
Recognised one-off effect as a result of discontinuation of scheme 0 0<br />
Administration costs 0 0<br />
Accrued National Insurance contributions 12 114<br />
Net accrued pension cost of defined benefit scheme 31 54<br />
One-off impact as a result of deficiency in the AFP scheme -1 620 -1 580<br />
Cost of contribution-based scheme and other pension costs 21 715 16 714<br />
Total pension cost 20 126 15 187<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
83
<strong>Note</strong> 6 | Employee benefits – pensions<br />
Pension obligation, unfunded schemes: 2012 2011<br />
Estimated pension obligation 1 918 5 010<br />
Estimated plan assets 0 0<br />
Estimated obligation – AFP shortfall 5 218 6 838<br />
Estimated net pension obligation 7 137 11 848<br />
Unrecognised change in actuarial gain/(loss) 219 562<br />
Net pension obligation 7 355 12 410<br />
Accrued National Insurance contributions 270 706<br />
Pension obligation 7 626 13 116<br />
The actuarial assumptions are based on assumptions<br />
generally applied in the insurance industry with regard<br />
to demographic factors. Since the actuarial liabilities only<br />
includes the AFP-scheme which is beeing wound up, changes<br />
in assumptions will only result in insignificant effects. A<br />
sensitivity analysis is performed by changing the discount<br />
rate + 0.5 % and (-0.5 %). This results in a lower (higher) cost<br />
and lower (higher) liability of approximately 11.<br />
In February 2010 it was decided to wind up the AFP scheme,<br />
and it was only possible to take early retirement under the<br />
old scheme up until 31.12.2010. The gain from discontinuing<br />
the scheme was recognised as revenue in 2010 and is presented<br />
as a reduction in salary costs. One remaining provision<br />
concerns the Group’s contribution for persons who took<br />
early retirement under the old scheme. When dsicontinuing<br />
the old scheme, it became clear that the scheme had a substantial<br />
undercoverage. This undercoverage must be covered<br />
by the member companies by way of continued payments of<br />
premiums for the next five years. The company’s share of the<br />
undercoverage has been estimated, and provisions have been<br />
made in the financial statements. The Group’s share of this<br />
undercoverage was estimated and accrued in the financial<br />
statements as of 31.12.2010 based on an estimate of NOK<br />
6,800 per employee. This provision is per 31.12.2012 decreased<br />
by 2/5 as it is now only 3 years until the old scheme is<br />
fully discontinued. This reduction is presented as a negative<br />
amount of 1,620 in 2012 as a one-off impact as a result of undercoverage<br />
in the AFP scheme. The Company’s estimated<br />
remaining obligation related to the undercoverage in the old<br />
AFP-scheme is 5,218 as of 31.12.12.<br />
A new AFP scheme has been established to replace the old<br />
AFP scheme. Unlike the old scheme, the new AFP scheme<br />
is not an early retirement scheme but a scheme that pays a<br />
lifelong supplement to ordinary pension benefits. Employees<br />
may elect to join the new AFP scheme from the age of 62<br />
while continuing to work, and they will accrue additional<br />
benefits by continuing to work until the age of 67. The new<br />
AFP scheme is a defined benefit multiemployer pension<br />
scheme and is financed by premiums set as a percentage<br />
of salary. There is currently no reliable measurement and<br />
allocation of obligations and assets under the scheme. The<br />
scheme is accounted for as a contribution-based pension<br />
scheme whereby premium payments are recognised as an<br />
expense as incurred and no provisions are made in the financial<br />
statements.<br />
The difference between the booked pension liabiltity 7,370,<br />
and the presented pension liability above of 7,626 is related<br />
to accruals conserning mandatory occupational pension and<br />
expanded pension agreements for executives.<br />
84<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Note</strong> 7<br />
Intangible assets and tangible non-current assets<br />
(Amounts in NOK 1,000)<br />
Tangible non-current assets<br />
Vehicles<br />
Production<br />
equipment<br />
Telecoms & IT<br />
Expenditure on<br />
buildings, site<br />
cabins and<br />
workshops<br />
Acquisition cost 01.01 14 363 268 783 10 231 37 239 330 615 286 750<br />
Acquisitions of non-current assets 557 21 228 1 228 9 703 32 716 46 821<br />
Disposals -948 -408 -1 356 -2 955<br />
Acquisition cost 31.12 13 972 289 603 11 459 46 942 361 975 330 615<br />
2012<br />
Total<br />
2011<br />
Total<br />
Accumulated depreciation 01.01 12 610 105 589 7 224 20 019 145 442 119 066<br />
Depreciation for the year 1 524 23 868 973 4 405 30 770 26 376<br />
Write-downs for the year 0 0<br />
Disposals – accumulated depreciation -916 -280 -1 196 0<br />
Accumulated depreciation 31.12 13 218 129 177 8 197 24 424 175 016 145 442<br />
Capitalised value 31.12 754 160 426 3 261 22 518 186 959 185 173<br />
Economic useful life 5-10 years 3 years 10 years 10 years<br />
Depreciation schedule Straight-line Straight-line Straight-line Straight-line<br />
The company has entered into leasing agreements on a<br />
number of non-current assets. 37 311 of the companys total<br />
assets is leased assets. Leasing agreements normally last<br />
for 5 years and are treated as financial leasing. The present<br />
value of financial leasing liabilities is 26,251. 5,640 of this<br />
falls due within one year. The Company do not have leasing<br />
obligations maturing later than 5 years. The Company<br />
normally has an option for buying out the asset or extended<br />
lease at lease expiration.<br />
The company rents generators and a portable cabin complex<br />
as well as office and production buildings and residential<br />
property. These have not been capitalised as the associated<br />
leasing agreements are not considered financial leasing according<br />
to generally accepted accounting practices.<br />
Leases falling due within one year 14 180<br />
Leases lasting from one to five years 21 690<br />
Leases lasting more than five years 562<br />
Total 36 433<br />
Intangible asset<br />
Research &<br />
Development Software Patents<br />
3GS New<br />
Operating<br />
Model<br />
2012<br />
Total<br />
2011<br />
Total<br />
Acquisition cost 01.01 26 561 26 865 1 362 - 54 788 45 918<br />
Acquisitions in-house R&D 868 - 3 227 - 4 095 -<br />
Acquisitions of non-current assets - 2 234 - 5 477 7 711 8 870<br />
Disposals - - - - 0 -<br />
Acquisition cost 31.12 27 429 29 099 4 589 5 477 66 594 54 788<br />
Accumulated amortisation 01.01 1 184 7 434 0 0 8 618 5 035<br />
Amortisation for the year 2 018 3 661 275 0 5 954 3 583<br />
Write-downs for the year - - - - 0 -<br />
Disposals – accumulated amortisation - - - - 0 -<br />
Discarded assets/adjustment - - - - 0 -<br />
Accumulated amortisation 31.12 3 202 11 095 275 0 14 572 8 618<br />
Capitalised value 31.12 24 227 18 004 4 314 5 477 52 022 46 170<br />
Economic useful life 6-12 years 5-7 years 5 years 5 years<br />
Amortisation schedule Straight-line Straight-line Straight-line Straight-line<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
85
<strong>Note</strong> 8<br />
Equity and shareholder information<br />
(Amounts in NOK 1,000)<br />
Equity<br />
Share capital<br />
Other<br />
paid-in capital Other equity Total<br />
Equity as at 01.01.2012 20 000 8 176 203 698 231 874<br />
Change in equity for the year:<br />
Profit/loss for the year 97 851 97 851<br />
Provision for group contribution (net after tax) -34 586 -34 586<br />
Equity as at 31.12.2012 20 000 8 176 266 962 295 138<br />
Share capital and shareholder information:<br />
The Company’s share capital is 20,000 and is distributed as follows:<br />
Share type<br />
Number<br />
of shares Nominal value<br />
Ownership<br />
interest<br />
<strong>Beerenberg</strong> Holding AS A-aksjer 194 000 0,10 97,0 %<br />
<strong>Beerenberg</strong> Holding AS B-aksjer 6 000 0,10 3,0 %<br />
Total number of shares 200 000 100,0 %<br />
Unrestricted capital 31.12.2012 31.12.2011<br />
The company’s unrestricted capital according to the Norwegian Public<br />
Limited Liability Companies Act, section 8-1 is:<br />
Other equity 266 962 203 698<br />
- Capitalised deferred tax assets 0 0<br />
- Receivable on shareholders -5 013 -4 936<br />
- Research and development -24 227 -26 759<br />
- Downward adjustment due to the 10 % limit -163 866 -93 535<br />
= The company's distributable equity as at 31.12 73 857 78 468<br />
In addition to the requirements in the Norwegian Public Limited Liability Companies Act, the company has agreements<br />
with the bank, which means that unrestricted equity cannot necessarily be shared out between the shareholders.<br />
86<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Note</strong> 9<br />
Secured debts and guarantee liabilities<br />
(Amounts in NOK 1,000)<br />
The Company must provide bank guarantees to customers when entering into large fixed price contracts. As at 31.12.12,<br />
these guarantees totalled 77,645. The Group has provided a joint bank guarantee for all the companies in the Group.<br />
The Group’s guarantee liability pertains to contract guarantees for such guarantees.<br />
Security has been provided for the following debts: 31.12.2012 31.12.2011<br />
Guarantees, incl. tax withholding guarantee 77 645 79 313<br />
Current liabilities to credit institutions 5 883 83 197<br />
Non-current liabilities to credit institutions 56 387 62 028<br />
Non-current liabilities to credit institutions, <strong>Beerenberg</strong> Holding AS 592 000 240 000<br />
Total 731 915 464 538<br />
Capitalised value of assets provided as security for secured debts:<br />
Non-current assets 186 959 185 173<br />
Inventories 34 671 27 046<br />
Trade receivables 148 048 226 448<br />
Total 369 679 438 667<br />
The company has no debt maturing later than 5 years.<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
87
<strong>Note</strong> 10<br />
Tax<br />
(Amounts in NOK 1,000)<br />
01.01 - 31.12<br />
Tax payable is as follows: 2012 2011<br />
Ordinary profit/loss before tax 136 101 93 193<br />
Permanent differences 505 860<br />
Change in temporary differences -13 473 -15 817<br />
Group Contribution -48 037 -35 235<br />
Basis for tax payable 75 096 43 001<br />
Tax payable on profit for the year 21 027 12 040<br />
Tax for the year is as follows:<br />
Tax payable on profit for the year 21 027 12 040<br />
Adjustment from previous years 0 6 087<br />
Gross change in deferred tax 3 772 4 429<br />
Tax on Group Contribution 13 450 9 866<br />
Total tax for the year 38 250 32 423<br />
Tax payable on profit for the year 31-12-12 31-12-11<br />
Tax payable on profit for the year 21 027 12 040<br />
Tax payable from previous year 891 0<br />
Skattefunn refund 0 -40<br />
Total tax payable 21 918 12 001<br />
Specification of basis for deferred tax / deferred tax assets:<br />
Non-current assets 50 134 41 121<br />
Current assets -602 -600<br />
Liabilities -14 907 -19 368<br />
Total basis for deferred tax 34 625 21 153<br />
Deferred tax 9 695 5 923<br />
Explanation of why tax for the year is not 28% of the profit before tax<br />
28% tax on profit before tax 38 108 26 094<br />
Permanent differences (28%) 141 241<br />
Errors from previous years 0 6 087<br />
Estimated tax 38 250 32 423<br />
88<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Note</strong> 11<br />
Consolidated items<br />
(Amounts in NOK 1,000)<br />
01.01 - 31.12<br />
Consolidated items in the statement of cash flows: 2012 2011 Cash flow effect:<br />
Unpaid government charges and special taxes -60 110 -40 334 19 776<br />
Other current liabilities -175 643 -189 347 -13 704<br />
Change in owed Group Contribution* -48 037 -35 235 -12 801<br />
Other receivables 31 269 21 467 -9 802<br />
Accrued, unbilled revenues 127 269 104 085 -23 184<br />
Other provisions for liabilities -3 500 -3 500 0<br />
Change in other accruals 165 0 165<br />
Changes to other time restricted items -128 586 -142 864 -39 550<br />
* Group Contribution is included in other current liabilities, but is not included in other time restricted items in the statement of cash-flows<br />
Consolidated items in the statement of cash flows<br />
Other current liabilities: 2012 2011<br />
Unpaid group contributions 48 037 35 235<br />
Unpaid holiday pay 72 741 63 248<br />
Project accruals 44 533 88 870<br />
Debt to subsidiary <strong>Beerenberg</strong> Inc 8 719 0<br />
Other 1 613 1 993<br />
Total other current liabilities 175 643 189 347<br />
<strong>Note</strong> 12<br />
Receivables and Liabilities<br />
Receivables which is classified as current assets matures within one year.<br />
2012 2011<br />
Long term receivables which matures later than one year 0 0<br />
Liabilities which matures later than 5 years 0 0<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
89
<strong>Note</strong> 13<br />
Intragroup balances<br />
(Amounts in NOK 1,000)<br />
Other current liabilities Trade receivables Intragroup loans<br />
31-12-12 31-12-11 31-12-12 31-12-11 31-12-12 31-12-11<br />
<strong>Beerenberg</strong> Inc. 8 719 1 103 0 6 537 24 422 14 708<br />
<strong>Beerenberg</strong> Holding AS 48 037 35 235 0 0 102 349 159 297<br />
Total 56 756 36 339 0 6 537 126 771 174 006<br />
In 2012 the Group conducted transactions with related parties<br />
as follows:<br />
<strong>Beerenberg</strong> Corp. AS has given a loan to its parent<br />
company <strong>Beerenberg</strong> Holding AS of 102,349. This has<br />
given <strong>Beerenberg</strong> Corp. AS interest income of 6,072 and<br />
<strong>Beerenberg</strong> Holding AS a corresponding expense. The company<br />
has paid a group contribution to <strong>Beerenberg</strong> Holding<br />
AS. The Company has given loans to employees, cf. <strong>Note</strong> 5.<br />
Please see <strong>Note</strong> 5 for details of loans, severance pay and<br />
other related matters.<br />
Parent Company and Group Accounts<br />
The Company`s parent Company is <strong>Beerenberg</strong> Holding AS<br />
which has business address in Bergen. Group Accounts are<br />
prepared for <strong>Beerenberg</strong> Holding AS. This can be provided<br />
by contacting the Brønnøysund Register Centre.<br />
<strong>Note</strong> 14<br />
Shares in subsidiaries – Parent company<br />
(Amounts in NOK 1,000)<br />
Ownership<br />
interest<br />
Capitalised<br />
value<br />
Annual profit/loss<br />
2012<br />
Equity<br />
2012<br />
<strong>Beerenberg</strong> Inc. 100 % 613 -4 936 -10 345<br />
D&F Group AS 100 % 100 0 100<br />
<strong>Beerenberg</strong> Inc.’s registered office is in Houston, USA.<br />
D&F Group’s registered office is in Bergen, Norway.<br />
713 -4 936 -10 245<br />
<strong>Note</strong> 15<br />
Warranty provisions & contingent outcomes<br />
The group has warranty liabilities relating to maintenance<br />
contracts. Warranty periods may last for up to three years<br />
after an annual programme has been completed. New-build<br />
offshore installations / structures are generally subject to a<br />
2-year warranty once a completion certificate has been issued.<br />
Other long-term obligations are entirely related to warranty<br />
provisions.<br />
90<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012
<strong>Beerenberg</strong> Corp AS Auditing report – part 1<br />
KPMG AS Telephone +47 04063<br />
Postboks 4 Nygårdstangen Fax +47 55 32 71 20<br />
St. Jakobs plass 9 Internet www.kpmg.no<br />
N-5838 Bergen Enterprise 935 174 627 MVA<br />
To the Annual Shareholders’ Meeting of <strong>Beerenberg</strong> Corp. AS<br />
INDEPENDENT AUDITOR’S REPORT<br />
Report on the Financial Statements<br />
We have audited the accompanying financial statements of <strong>Beerenberg</strong> Corp. AS, which<br />
comprise the financial statements of the parent company <strong>Beerenberg</strong> Corp. AS and the<br />
consolidated financial statements of <strong>Beerenberg</strong> Corp. AS and its subsidiaries. The parent<br />
company’s financial statements comprise the balance sheet as at 31 December 2012, the income<br />
statement and cash flow statement for the year then ended, and a summary of significant<br />
accounting policies and other explanatory information. The consolidated financial statements<br />
comprise the statement of financial position as at 31 December 2012, and the income statement<br />
and the statement of other comprehensive income, statement of changes in equity and cash flow<br />
statement for the year then ended, and a summary of significant accounting policies and other<br />
explanatory information.<br />
The Board of Directors and the Managing Director’s Responsibility for the Financial Statements<br />
The Board of Directors and the Managing Director are responsible for the preparation and fair<br />
presentation of the parent company financial statements in accordance with the Norwegian<br />
Accounting Act and accounting standards and practices generally accepted in Norway and for the<br />
consolidated financial statements in accordance with International Financial Reporting Standards<br />
as adopted by the EU, and for such internal control as the Board of Directors and the Managing<br />
Director determine is necessary to enable the preparation of financial statements that are free<br />
from material misstatement, whether due to fraud or error.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We<br />
conducted our audit in accordance with laws, regulations, and auditing standards and practices<br />
generally accepted in Norway, including International Standards on Auditing. Those standards<br />
require that we comply with ethical requirements and plan and perform the audit to obtain<br />
reasonable assurance about whether the financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and<br />
disclosures in the financial statements. The procedures selected depend on the auditor’s<br />
judgment, including the assessment of the risks of material misstatement of the financial<br />
statements, whether due to fraud or error. In making those risk assessments, the auditor considers<br />
internal control relevant to the entity’s preparation and fair presentation of the financial<br />
statements in order to design audit procedures that are appropriate in the circumstances, but not<br />
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An<br />
audit also includes evaluating the appropriateness of accounting policies used and the<br />
reasonableness of accounting estimates made by management, as well as evaluating the overall<br />
presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a<br />
basis for our audit opinion.<br />
Offices in:<br />
KPMG AS, a Norwegian member firm of the KPMG network of independent<br />
member firms affiliated with KPMG International Cooperative (“KPMG<br />
International”), a Swiss entity.<br />
Statsautoriserte revisorer - medlemmer av Den norske Revisorforening.<br />
Oslo<br />
Alta<br />
Arendal<br />
Bergen<br />
Bodø<br />
Elverum<br />
Finnsnes<br />
Grimstad<br />
Hamar<br />
Haugesund<br />
Knarvik<br />
Kristiansand<br />
Larvik<br />
Mo i Rana<br />
Molde<br />
Narvik<br />
Røros<br />
Sandefjord<br />
Sandnessjøen<br />
Stavanger<br />
Stord<br />
Straume<br />
Tromsø<br />
Trondheim<br />
Tønsberg<br />
Ålesund<br />
<strong>Beerenberg</strong> CORP. AS Annual accounts 2012<br />
91
<strong>Beerenberg</strong> Corp AS Auditing report – part 2<br />
Independent auditor's report 2012<br />
<strong>Beerenberg</strong> Corp. AS<br />
Opinion on the separate financial statements<br />
In our opinion, the parent company’s financial statements are prepared in accordance with the<br />
law and regulations and give a true and fair view of the financial position of <strong>Beerenberg</strong> Corp.<br />
AS as at 31 December 2012, and of its financial performance and its cash flows for the year then<br />
ended in accordance with the Norwegian Accounting Act and accounting standards and practices<br />
generally accepted in Norway.<br />
Opinion on the consolidated financial statements<br />
In our opinion, the consolidated financial statements are prepared in accordance with the law and<br />
regulations and give a true and fair view of the financial position of <strong>Beerenberg</strong> Corp. AS and its<br />
subsidiaries as at 31 December 2012, and of its financial performance and its cash flows for the<br />
year then ended in accordance with International Financial Reporting Standards as adopted by the<br />
EU.<br />
Report on Other Legal and Regulatory Requirements<br />
Opinion on the Board of Directors’ report<br />
Based on our audit of the financial statements as described above, it is our opinion that the<br />
information presented in the Board of Directors’ report concerning the financial statements, the<br />
going concern assumption and the proposal for the allocation of the profit is consistent with the<br />
financial statements and complies with the law and regulations.<br />
Opinion on Accounting Registration and Documentation<br />
Based on our audit of the financial statements as described above, and control procedures we<br />
have considered necessary in accordance with the International Standard on Assurance<br />
Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical<br />
Financial Information», it is our opinion that the management has fulfilled its duty to produce a<br />
proper and clearly set out registration and documentation of the company’s accounting<br />
information in accordance with the law and bookkeeping standards and practices generally<br />
accepted in Norway.<br />
Bergen, 24 April 2013<br />
KPMG AS<br />
Ståle Christensen<br />
State Authorized Public Accountant<br />
[Translation has been made for information purposes only]<br />
p. 2 / 2<br />
92<br />
<strong>Beerenberg</strong> CORP. AS Group group accounts 2012
BEERENBERG Corp. AS<br />
T +47 55 52 66 00 | F +47 55 52 66 01<br />
E post@beerenberg.com | Visitors address Kokstaddalen 33<br />
P.O.Box 273 Slåtthaug, N-5851 Bergen, Norway<br />
www.beerenberg.com