Annual Report • Apr 23, 2018
Annual Report
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BEERENBERG
BEERENBERG HOLDCO II AS ANNUAL REPORT
| Our Vision | 6 |
|---|---|
| Key figures | 8 |
| Message from the CEO | 11 |
| Beerenberg management | 12 |
| Operations 2017 | 14 |
| Corporate social responsibility and ethics | 20 |
| Corporate governance | 22 |
| Board of Directors Beerenberg Holdco II AS | 25 |
| Annual Directors' Report 2017 | 26 |
Photography Fredrik Arff
Prepress & Printing Bodoni AS
MILJØMERKET Trykksak 699
| Group Accounts 2017 – Beerenberg Holdco II AS Group | 34 | |
|---|---|---|
| Consolidated Income Statement | 36 | |
| Consolidated Statement of Comprehensive Income | 37 | |
| Consolidated Statement of Financial Position | 38 | |
| Consolidated Statement of Changes in Equity | 40 | |
| Consolidated Statement of Cash Flows | 41 | |
| Note 1 | Information about the Group | 42 |
| Note 2 | Basis of preparation | 42 |
| Note 3 | Accounting principles | 43 |
| Note 4 | Financial risk management | 52 |
| Note 5 | Segment | 54 |
| Note 6 | Operating revenues | 55 |
| Note 7 | Other operating costs | 56 |
| Note 8 | Personnel costs | 56 |
| Note 9 | Finance income and finance costs | 57 |
| Note 10 Tax | 57 | |
| Note 11 Property, plant and equipment | 59 | |
| Note 12 Intangible assets and goodwill | 60 | |
| Note 13 Financial instruments | 61 | |
| Note 14 Goods | 66 | |
| Note 15 Trade receivables and other receivables | 66 | |
| Note 16 Bank deposits and cash equivalents | 66 | |
| Note 17 Share capital and shareholder information | 67 | |
| Note 18 Employee benefits – pensions | 67 | |
| Note 19 Remuneration of key employees | 68 | |
| Note 20 Warranty liabilities and provisions | 69 | |
| Note 21 Other short-term liabilities | 69 | |
| Note 22 Operational leasing | 70 | |
| Note 23 Contingent outcomes | 70 | |
| Note 24 Related parties | 71 | |
| Note 25 Group entities | 71 | |
| Note 26 Derivatives | 72 | |
| Note 27 Interest-bearing debts | 73 | |
| Note 28 Secured liabilities | 74 | |
| Note 29 Acquisition of Vetlesen Stillas AS | 74 | |
| Note 30 Events after the reporting date | 75 |
| The Beerenberg group consists of several entities. |
|---|
| Unless otherwise stated the reference to Company and |
| Group refers to the total operation of these entities. |
| Annual Accounts 2017 - Beerenberg Holdco II AS | 76 | |||
|---|---|---|---|---|
| Income statement | 78 | |||
| Statement of Comprehensive Income | 79 | |||
| Statement of Financial Position 80 |
||||
| Statement of Cash Flows | ||||
| Accounting principles | 83 | |||
| Note 1 | Long-term investments in other companies | 85 | ||
| Note 2 | Restricted funds | 85 | ||
| Note 3 | Share capital and shareholder information | 85 | ||
| Note 4 | Equity | 86 | ||
| Note 5 | Non-current liabilities, collateral and guarantees etc. | 86 | ||
| Note 6 | Tax | 87 | ||
| Note 7 | Payroll costs, number of employees, | |||
| remuneration, loans to employees etc. | 88 | |||
| Note 8 | Specification of finance income and finance costs | 88 | ||
| Note 9 | Financial instruments | 89 | ||
| Note 10 Events after the reporting date | 89 | |||
| Auditor's Report | 90 |
Definition of Alternative Performance Measures 95
Beerenberg Holdco II AS is a limited liability company registered in Bergen, Norway. The Beerenberg Holdco II Group comprises the parent company Beerenberg Holdco II AS and the subsidiaries Beerenberg Holding AS, Beerenberg Corp. AS, Bouvet Industries AS, Benarx Solutions AS, Benarx Solutions Poland Sp. z o.o and Benarx Pacific Asia PTE. LTD.
The operational activities are organized in Beerenberg Corp. AS and its subsidiaries.
The head office is in Bergen and the Group has offices in Stavanger and Skien in Norway, Gościcino in Poland and Busan in South Korea.
Our vision commits the corporation and all of its employees to seek solutions that exceed the expectations of the wider world.
OUR CORE VALUES
The company shall be inclusive towards individuals, other companies and society as a whole. An open and accommodating attitude shall prevail throughout the Group. The company's ability to be innovative will help safeguard our own future, improve conditions for the local environment and generally help create positive social development. A responsible attitude shall prevail at the company at all levels and in all contexts.
| 2017 | 2016 | 2015 | 2014 | 2013 * | ||
|---|---|---|---|---|---|---|
| ORDERS AND RESULTS | ||||||
| Estimated order backlog ** | MNOK | 10 500 | 10 200 | 7 700 | 7 900 | 9 796 |
| Revenue | MNOK | 1 851,9 | 2 081,5 | 2 363,2 | 2 306,3 | 1 926,9 |
| Growth in revenue | Percent | -11,0 % | -11,9 % | 2,5 % | 19,7 % | 34,2 % |
| EBITDA | MNOK | 252,8 | 219,2 | 275,7 | 280,4 | 221,5 |
| Ebitda margin | Percent | 13,7 % | 10,5 % | 11,7 % | 12,2 % | 11,5 % |
| EBIT | MNOK | 206,9 | 5,7 | 194,0 | 208,3 | 117,2 |
| Net Profit | MNOK | 77,6 | -73,6 | 88,4 | 41,0 | NA |
| Net margin | Percent | 4,2 % | -3,5 % | 3,7 % | 1,8 % | NA |
| CASHFLOW AND CAPEX | ||||||
| Cash flow from operating activities | MNOK | 86,8 | 110,1 | 203,2 | 105,2 | NA |
| Capex | MNOK | 42,0 | 16,0 | 27,8 | 74,1 | 48,5 |
| BALANCE SHEET | ||||||
| Equity | MNOK | 422,2 | 345,0 | 414,7 | 330,2 | 290,6 |
| Equity ratio | Percent | 24,6 % | 18,4 % | 20,2 % | 17,6 % | 16,3 % |
| Net working capital | MNOK | 139,7 | 85,7 | 78,8 | 118,4 | 75,0 |
| Nwc / revenue ratio | Percent | 7,5 % | 4,1 % | 3,3 % | 5,1 % | 3,9 % |
| Total liabilities | MNOK | 1 292,1 | 1 530,3 | 1 642,4 | 1 551,1 | 1 488,4 |
| Total assets | MNOK | 1 714,2 | 1 875,3 | 2 057,0 | 1 881,4 | 1 779,0 |
| EMPLOYEES | ||||||
| Employees 31.12. | Number | 1 146 | 1 344 | 1 604 | 1 708 | 1 677 |
| Full time equivalent | Number | 1 954 | 2 129 | 2 177 | 2 184 | 1 993 |
| Change in total resources employed | Percent | -8,2 % | -2,2 % | -0,3 % | 9,6 % | 24,8 % |
| Hours produced | In thousands | 2 873 | 3 111 | 3 185 | 3 431 | 3 090 |
| Change in hours produced | Percent | -7,7 % | -2,3 % | -7,2 % | 11,0 % | 27,3 % |
| HSE | ||||||
| Serious personell injuries | Number | 0 | 0 | 0 | 0 | 0 |
| Lost time incidents Frequency (LTIF) | Per million worked hours |
0 | 0,4 | 0 | 0,3 | 0 |
| Total recordable incidents frequency | Per million worked hours |
4,3 | 2,9 | 2,5 | 5,2 | 4,1 |
*) Figures for 2013 are pro forma as if the Group Beerenberg Invest was formed as of 01.01.2013. Net Profit and cashflow for 2013 is therefore not available.
**) Estimated order backlog is based on best estimates for framework agreements.
Production cuts in OPEC and Russia combined with growing demand sparked an oil price rally that began in June 2017 and continued throughout the second half of 2017. Looking at the whole year, the oil price (Brent) was \$55 per barrel at the start of the year and closed in December at \$66 per barrel. The lowest price during the year was in June when the price fell down below \$45 per barrel. Brent oil in 2017 was seen averaging \$54 per barrel. While there is uncertainty in the prognoses, demand for oil equivalents is expected to continue to grow in 2018, thus approaching the magic 100 million barrels a day barrier.
Beerenberg had a good year in 2017 in terms of both finances and operations. The Groups overall activity levels have remained stable with a solid order backlog. The maintenance contracts awarded at Tjeldbergodden (Statoil) and Brage (Wintershall) show that Beerenberg enjoys a strong position in the defined Norwegian oil&gas insulation, scaffolding and surface treatment (ISS) market.
Irrespective of market trends, Beerenberg continues to focus on robust HSE/Q deliveries, a high level of productivity and delivery consistency as its main competitive advantages. The most important job that Beerenberg does is to ensure spotless HSE for the company and our clients. Significant investment in technology development and skills development is among our tools to ensure this. This is a good starting point for ensuring achievement at all levels of the company. Achievement fosters pride, and pride reinforces every worker's sense of ownership of the quality of the company's deliveries. This mindset is about long-term commercial value creation based on long-term, effective input factors.
Beerenberg is engaged in development projects involving skills and technology – all with a view to protecting our customers' interests. Keywords here are digitalisation, standardisation and industrialisation of several aspects of our ISS deliveries in order to increase the overall value.
Morten Walde CEO
From left: Nils Halvor Berge, Steinar Kobbeltvedt, Gisle Frydenlund, Gro Hatleskog, Morten Walde, Arild Apelthun, Ingrid Sara Grimstad Amundsgård, Kjetil Laasby and Tore Angelskår.
For more than 40 years Beerenberg has made oil and gas production possible in inhospitable environments by delivering intelligent and innovative service solutions. Our expertise covers the entire life cycle of the petroleum industry from field studies and newbuilds to maintenance, modifications and lifetime extensions.
Beerenberg is a leading supplier of maintenance and modifications services. More than 1,000 Beerenbergers are working as problem solvers for the company's clients both in Norway and abroad. The company sees it as its duty to challenge conventional thinking in the industry through innovation and creative solutions – always focusing on improved HSE/Q, productivity and consistency.
Beerenberg has organised its activities into the business units Services and Benarx Solutions:
Services has the overall responsibility for Beerenberg's newbuild, maintenance and modifications contracts. Alongside the ISS disciplines (insulation, scaffolding and surface treatment), the business unit also covers passive fire protection, technical cleaning, rope access techniques, architectural/outfitting services and the cold work concepts Sveisolat (habitats) and cold cutting / mobile machining.
Services' main business areas have been divided into three segments:
The three main business areas are designed to meet future demand on the Norwegian Continental Shelf and in the petrochemical industry. As well as direct maintenance contracts on installations and plants in operation, Beerenberg is also involved in business concepts aimed at modification projects and newbuilds in the oil and gas sector.
As a supplement to the traditional ISS disciplines, Beerenberg also delivers a range of technology-driven additional services whose innovative approach helps to ensure effective, consistent and HSE/Q-friendly operation.
Beerenberg's engineering services are an integrated part of the company's overall service concept. The company has extensive experience of studies, FEED, pre-engineering, fabrication engineering and as-built from a number of developments and installations in Norway and abroad. The company's expertise includes design, specifications and modelling, technical drawing, working documents, documentation, plans and methods, inspections and other field engineering, and as-built.
Benarx Solutions designs, manufactures and delivers a complete range of insulation and fire protection products. This involves deliveries of everything from advanced proprietary products to traditional solutions and bulk insulation products. The company's highly skilled professionals also assist in the actual installation process – something which is particularly important in the case of subsea insulation.
The Benarx® product series is Benarx Solutions' proprietary range of industrialised insulation solutions for passive fire protection and thermal and acoustic insulation.
The company's ambition is for the products to be costeffective, space-saving and weight-reducing. Key factors in achieving this are:
Benarx Solutions' proprietary insulation products have a documented life span that far exceeds those of conventional insulation solutions. In 2017, the company entered into a cooperation agreement with Akzo Nobel and cooperate closely with other key clients and suppliers as well as institutions such as SINTEF, DNV GL, the National Institute of Technology, CRM, GexCon and Lloyds. The solutions have been tested and approved according to all relevant specifications/standards.
Over the past decade the Benarx® product series has assumed a strong position on the Norwegian Continental Shelf (NCS). In recent years the company has broadened the target market for its products, and is experiencing significant global growth, especially in South Korea. The manufacturing of the company's products in Poland has proved to be a big success. Quality and productivity have continued to improve, while costs have been reduced. In addition to the factory in Poland, Benarx Solutions has also established a factory in South Korea in order to stay close to the growing volume of work in the region.
The turbulent times in the petroleum industry are also affecting the market for thermal subsea insulation. Benarx Solutions has been awarded major contracts in this market over a number of years and is well positioned to maintain activity levels. The company is working with TechnipFMC, OneSubsea and other big operators in the sector. Solutions include the use of market-leading materials and installation methods developed in-house. We are working in an international environment with the capacity to deliver products and services worldwide.
The complexity of fabricating and installing of existing insulation solutions is one of the international oil and gas industry's biggest challenges. The fact that the work requires extensive expertise and experience does not harmonise well with the highly volatile demand for capacity. The solution to this is therefore to automate production and to develop products that are easy to install.
Benarx Solutions' R&D department focuses especially on developing solutions that are installation-friendly and suitable for automated production.
Beerenberg assumes social responsibility by taking systematic steps to ensure profitable and sustainable growth in the areas affected by its business. The company's core values – Inclusive, Innovative and Responsible – are key factors in this process. Beerenberg has adopted a "Corporate Social Responsibility Policy" which covers human rights, workers' rights, the environment, anticorruption and wider society.
Due to the nature of the business, the areas of health, safety and environment are given the highest priority by the Beerenberg Group. Its health, safety and environmental initiatives are embedded in a zero accidents philosophy and based on the idea that HSE should be an integrated element in all parts of the business.
Beerenberg's reputation is formed and sustained by the attitudes, conduct and work of the company's employees at all levels of the organisation. The company's objective is to create value for its owners, customers, employees, partners and society in general. For that reason it is important for Beerenberg to ensure that its employees work and conduct themselves in line with the company's core values and ethical guidelines.
In 2017 Beerenberg supported Rafto Foundation's global promotion of human rights and UNICEF`s work to provide education and learning to children caught behind the front lines of war and conflict. The Group's involvement with these organisations is directly linked to its core values. On various occasions the Group has also provided funding for children's sports in locations where it operates. Particular emphasis has been placed on the positive role played by sports with regard to multicultural integration.
The Beerenberg Group's ethical guidelines are designed to ensure that everyone acting on behalf of the company goes about their business in an ethical manner and in line with the company's values and principles on business practices and personal conduct.
The company's ethical guidelines are revised annually and adopted by the Group's executive bodies. The guidelines are also reviewed by the company's employee organisation (the Works Council).
Raising awareness and training employees in the principles of ethics and ethical guidelines are part of the company's induction course for new employees. Ethics are a recurring topic at monthly themed meetings in the operations arm of the organisation. They are also upheld by the "power of example" – in other words by the management's attitudes and conduct at various levels. Ethics is a regular topic in various fora such as the working environment committee and health and safety seminars. A whistleblowing regime for staff has been implemented to help ensure compliance with the ethical guidelines. The system includes channels for alerting external and independent third parties. A Compliance Officer role has also been established.
The purpose of the principles of corporate governance at Beerenberg Holdco II AS is to clarify the division of roles between shareholders, the board of directors and executive management more comprehensively than is required by legislation. There have been no changes in the Code of practice (NUES) in 2017
The Group's vision is "Beyond Expectations". The vision commits the corporation and all of its employees to seek solutions that exceed the expectation of the wider world.
The Group has set out 3 core values:
The Group has established ethical guidelines that should form the basis for how Beerenberg conducts business.
Deviation from code of recommendation: None
The Group's operational ctivities are carried out by its subsidiary, Beerenberg Corp. AS. In article 3 in Beerenberg Corp. AS Articles of Association the purpose of the business is defined:
"The objects of the company are to engage in contract work, production, industrial maintenance, trading, agency and commission work, and to take interests in other enterprises engaged in similar activities by way of share subscriptions or other means".
Deviation from code of recommendation: None
Total assets at 31 December 2017 was MNOK 1 714 with an equity of MNOK 422, giving a equity ratio of 24,6%. The Groups solidity is evaluated based on current targets, strategy and risk profile.
The company issued a bond that is listed on the Oslo stock exchange under the ticker BBERG02.
Deviation from code of recommendation: Dividend policy and specific capital requirement targets. The Group's financing restricts the company's rights to pay dividends. Consequently the board has not found it practical to develop a dividend policy. Furthermore the board has not deemed it necessary to establish specific targets for leverage or equity ratio in addition the evaluations that are made continuously and specified in budgets and strategy plans.
and transactions with close associates
The company has one owner and one share class. The shares are not listed. As a consequence there is no specific policy relating to preferential treatment of existing shareholders nor is there policy relating to sales of shares.
With regards to transactions with close associates the board of directors has prepared guidelines where the basis for the transaction should be based on an independent, 3rd party valuation. However, if the matter relating to the valuation has been satisfactory handled, the board may decide forego the independent valuation. There have not been significant transactions with close associates in 2017.
A procedure relating to reporting of potential conflicts of interests to the board has been established.
Deviation from code of recommendation: Policies relating to preferential treatment of shareholders and sales of own shares have not been established.
No form of restriction on negotiability is included in the company's article of association.
Deviation from code of recommendation: None
The company's shares are not listed. As a consequence, the board has not prepared separate procedures regarding annual general meeting.
Deviation from code of recommendation: Based on the current ownership structure the board has not deemed it necessary to develop additional guidelines beyond what is described in the legal framework (Aksjeloven).
The company's shares are not listed. As a consequence, the board has not prepared procedures regarding nomination committee.
Deviation from recommendation: Based on current ownership structure the board has not found it necessary to appoint a nomination committee.
The company does not have a corporate assembly.
At the annual general meeting on the 21st of June 2017, Svein Eggen and Lars Marcusson were appointed board members in the period 2017 to 2019.
The boards of directors have the following members:
| NAME | POSITION | PERIOD |
|---|---|---|
| Ketil Lenning | Chairman | 2016-2018 |
| Sebastian Ehrnrooth | Member | 2016-2018 |
| Marcus Planting-Bergloo | Member | 2016-2018 |
| Svein Eggen | Member | 2017-2019 |
| Lars Marcusson | Member | 2017-2019 |
Beerenberg Invest AS owns 100 % of the shares in Beerenberg Holdco I AS which in turn owns 100 % of the shares in Beerenberg Holdco II AS.
Sebastian Ehrnrooth and Marcus Planting-Bergloo represent Segulah IV L.P. which holds 82,5 % of the shares in Beerenberg Invest AS. In addition Ketil Lenning (1,4 %), Svein Eggen (0,5 %) and Lars Marcusson (0,5 %) owns shares in Beerenberg Invest AS.
Ketil Lenning, Lars Marcusson and Svein Eggen are all independent of the company, its management and its biggest shareholder.
Deviation from code of recommendation: None
The board has established procedures to clarify areas of responsibility as a group and as individuals.
The board has established an annual plan for the year and has in 2017 had six meetings. The annual plan includes a two-year strategy plan, budget and target setting and review of the operations with focus on control and risk evaluation.
The board has appointed an audit committee and established guidelines for its work. The members of the audit committee in 2017 are:
Lars Marcusson, leader of the committee Svein Eggen Marcus Planting-Bergloo
The company does not have a compensation committee, and evaluates the need annually.
The board prepares an annual evaluation of the work of the board.
Deviation from code of recommendation: None
The board regularly reviews the performance of the company, among others through a monthly and quarterly report. These reports include financial information regarding the company and specific information relating to the business segments in addition to other important areas like HSE. In addition, the board approves significant tenders and investments.
The board of directors has an annual review of risk areas and internal control systems including ethical guidelines.
Deviation from code of recommendation: None.
The remuneration of the board of directors is established by the annual general assembly and is based on an evaluation of the workload. The remuneration are not dependent on the financial performance of the Group. There is no form of incentive arrangement or similar. Please see note 19 for additional information.
Deviation from code of recommendation: None.
The boards view on the remuneration level for leading employees are that they should be on a competitive level and motivating. The board has not established guidelines relating to remuneration of leading employees. Please see note 19 for further information.
Deviation from code of recommendation: None
The Group has established policies relating to financial information. Beerenberg's reporting is aiming to be clear and precise and to ensure that the general principle of equal treatment is fulfilled.
Deviation from code of recommendation: None
There are no provisions or limitations relating to a takeover in the articles of association. There are no other restrictions to limit acquisition of the company's shares.
Deviation from code of recommendation: Guidelines relating to a takeover have not been established. The board has, considering the current ownership structure, not found it necessary to establish guidelines in case of a takeover.
The auditor holds at least two meetings with the audit committee. In addition, the auditor participates in a board meeting in connection with the approval of the annual accounts where sections of the meeting are without participation from the management.
The auditor presents the plan for the annual audit with the audit committee where priorities and risk evaluations including internal control are presented. The auditor prepares an audit report about the annual accounts based on the annual audit plan.
The total fee paid to the auditor, where a distinction between the auditor fee for annual audit and other services provided is shown in note 7. The extent of other services outside the audit is reviewed by the audit committee. The audit committee evaluates the auditor's independence.
Deviation from code of recommendation: The board has not deemed it necessary to establish additional guidelines relating to the use of additional services from the auditor.
Ketil Lenning (1950), Chairman of the Board, former CEO of Odfjell Drilling Ltd. He has extensive international experience in the oil industry, including as COO of Smedvig ASA, Norsk Hydro Oil Division etc. He has held a number of boardroom positions in the oil services industry. Mr Lenning is an independent Board member.
Svein Eggen (1950) has more than 30 years' experience in the international offshore, oil and gas industries. He was President and CEO of Technip Offshore Inc. until 2005. Prior to that he held leading positions in the Aker group, including those of President and CEO of Aker Maritime ASA and President and CEO of Aker Maritime Inc. in Houston, USA. He holds several boardroom positions both in Norway and abroad. Svein Eggen is an independent Board member.
Sebastian Ehrnrooth (1963), investors' representative and partner at Segulah Advisor AB. He qualified as a civil engineer at Linköping University and holds an MBA from IMD in Lausanne. He was formerly Deputy CEO of CityMail, Project Manager at Bain & Company and Sales Manager at Motorola. He holds boardroom positions at Segulah Advisor AB, Gunnebo Lifting & Blocks, KP Components, Hermes Medical Solutions AB and CCS Healthcare.
Lars Marcusson (1947), former CEO of Callenberg Group AB. He has previously held boardroom positions at Marintekniskt Forum and Entreprenörsarenan AB. Mr Marcusson is an independent Board member.
Marcus Planting-Bergloo (1977), investors' representative and partner at Segulah Advisor AB. He holds an MSc in Economics from the Stockholm School of Economics. He previously worked as a consultant at LEK Consulting in London and at Occam Associates in Stockholm. He holds boardroom positions at Segulah Advisor AB, Balco, Hermes Medical Solutions and Sandbäckens.
Beerenberg had a successful year in 2017 with the completion of two major projects, a breakthrough internationally with Benarx products and the conclusion of several new contracts with new and existing clients.
The Beerenberg Group consists of several entities. Unless otherwise stated, the reference to Company and Group refers to the total operation of these entities.
Beerenberg's operational activity is organized in two main segments, Services and Benarx Solutions.
Services delivers expertise, technology, engineering and inspection services in the field of ISS along with associated services in the areas of passive fire protection, technical cleaning, architecture/outfitting, rope access techniques, habitat solutions and cold cutting.
Benarx Solutions includes services and products within subsea insulation, industrial insulation solutions relating to passive fire protection and thermal and acoustic insulation.
Long-term maintenance contracts both offshore and onshore remains a large part of Beerenberg's business. In 2017 this represents approximately 40% of the total revenue of the company. Major projects in terms of newbuilds and large modification contracts represented approximately 40% of the business, while the remainder relates to activities within Benarx.
At the end of the year Beerenberg acquired Bouvet Industries (former Vetlesen Stillas) as part of its strategic initiative to enter the onshore industry market in Norway.
Estimated order backlog at the end of the year was BNOK 10,5 including options, which is in line with the backlog last year.
Beerenberg has its headquarters in Bergen and offices in Norway in Stavanger and Skien. The company operates businesses in Poland and South Korea.
Operating revenues were down 11% from MNOK 2,082 to MNOK 1,852. The reduction in revenue mainly relates to lower activity due to the Ekofisk contract being finished in 2016.
The operating profit for 2017 was MNOK 207, compared to MNOK 6 in 2016. In 2016 the operating profit included an impairment of intangible assets of MNOK 154. The operating margin was 11,2% in 2017 compared to 0,3% in 2016. Adjusted for impairment of Goodwill and Customer Relations the margin was 7,7% in 2016. The increase in margin relates to higher margins on newbuild projects and lower operating costs.
Net financial cost of MNOK 102 compared to MNOK 67 in 2016. The main reason for the higher cost relates mainly to the refinancing done in February of 2017.
Profit before tax was MNOK 105 compared to a loss of MNOK 61 last year and Net profit was MNOK 78 compared to a loss of MNOK 74 in 2016.
Total assets at the end of 2017 stood at MNOK 1 714, a decrease from MNOK 1 875 last year. Equity was MNOK 422, an increase from MNOK 345 last year.
Working capital increased with MNOK 50 compared to last year. The increase mainly related to product sales.
Cash flow from operation was MNOK 87 compared to MNOK 110 last year, largely explained by an increase in working capital in 2017. Net cash flow from investment activities were increased from MNOK 16 last year to MNOK 42 in 2017. The main reason for the increase is the acquisition of Bouvet Industries.
Cash flow from financing activities was negative by MNOK 82, mainly related to refinancing of the Bond issue. Corresponding figure for 2016 was negative by MNOK 133 mainly related to acquiring of own bonds. Beerenberg is in compliance with its covenants at 31.12.2017.
Beerenberg Holdco II AS, the parent company in the Group owns and manages the subsidiaries within the Beerenberg Group. The parent company has limited operational activity. The operating loss for 2017 was MNOK -1.3 compared to MNOK -0.6 in 2016. Net financial items were MNOK 150 in 2017 compared to MNOK 140 in 2016. The main reason for the positive financial result was group contribution from subsidiaries. The annual profit of the company was MNOK 114 in 2017 compared to MNOK 105 in 2016. Total assets were MNOK 1 520 and the equity ratio was 39.5%. The bond agreement includes a covenant that does not permit distribution of dividends.
Please refer to page 78 for further information regarding the parent company.
Beerenberg Holdco I AS owns 100% of the shares in Beerenberg Holdco II AS.
The Company Board sets out frameworks and guidelines for the Company's risk management by adopting groupwide policies and procedures and by carrying out continual controls and supervision of the business.
The Company's central finance department has overall responsibility for day-to-day management and follow-up of the Company's financial risks and works closely with the operational units to identify, evaluate and implement necessary measures to reduce risk.
Risk management covers credit risk, currency risk, interest rate risk and the use of financial derivatives.
The Company conducts business in an environment dominated by large and strong clients, and historically there have been few losses on receivables. New customers are usually credit-checked before entering into contracts, and efforts are made during international operations to use letters of credit to safeguard receivables and payment demands wherever possible. The prevailing market conditions have increased the credit risk and the company has initiated routines to increase the monitoring of clients in certain segments, especially within maintenance and modification.
A key principle for the Company is to keep the currency risk as neutral as possible by using the same currency for both income and expenditure. The Company is still exposed to fluctuations in exchange rates through its international operations, as some of the revenues, expenditure and investments are in foreign currencies. In line with the adopted policy, committed client and supplier contracts involving currency exposure above and beyond the defined limits to be hedged.
Most of the Company's interest rate risk in relation to interest-bearing debts is hedged through a long-term interest swap agreement, whereby a variable NIBOR-based interest rate has been swapped so that the exposure towards fluctuations in the short-term interest rate is reduced.
The Company refinanced its debt by issuing a MNOK 850 senior secured bond in February 2017. In addition, it renewed its credit lines with one bank to ensure its short term working capital requirements and bonding requirements. Under these agreements the company must measure, satisfy and report on a set of covenants relating to leverage.
The Company is continually managed and measured in line with the framework stipulated by the agreements and have satisfied the parameters relating to operations. The Company's financing arrangements remain subject to its ability to continue to achieve cash flow and earnings levels.
The Company operates in the oil and gas service market, which can be volatile. Beerenberg is therefore affected by the oil companies' actions and the prevailing oil and gas prices. There is reason to believe that investment growth on the Norwegian Continental Shelf will abate in the long term, which in turn will impact activity levels. In order to expand its operations and customer base, the Company has widened its international presence and areas of operation to help counteract market fluctuations on the NCS.
The market in which Beerenberg operates will continue to seek improved solutions and products for the future. In order to refine its competitive edge, the Company has adopted a strategy of continuing to invest in engineering services and R&D along with an ambition to protect its assets through patents and other property rights.
The main focus for the company R&D is product and method development related to ISS. The company works actively with research centres and institutions with the main aim to continuously develop both new technology and in-house competence related to its business.
The developments are normally done in close cooperation with the operational part of the business to ensure that the developed solutions increase the value for the company's customers.
At the end of the year Beerenberg has registered 13 patents and had 4 patent applications related to products while maintaining 2 design registrations.
In 2017, Beerenberg has done extensive research into digitalization in relation to its product and service offerings. During 2017 Beerenberg has capitalized MNOK 4 in R&D where most of it relates to this project.
The annual report includes a separate account of the Company's approach, conduct and guidelines in relation to social responsibilities and ethics. In that regard the Company's values and integrity not to be compromised.
The Company's ethical guidelines are central to its training programmes because the Company's business is reliant on trust and a good reputation. Training in the Company's ethical guidelines helps ensure that employees and others acting on behalf of the Company exercise good judgement and behave in a manner that is consistent with the Company's ethical rules.
The Company employed 1 146 people as at year end 2017, a reduction of 198 from last year. The number of FTE during the year was 1 954, a reduction of 175 from last year.
Beerenberg seeks to sustain a good working environment with enthusiastic and motivated staff who feel that they are being well looked after. The Company has staff arrangements and fora for co-operation between staff and management, as is common within the sector.
Beerenberg strives to treat all employees at all levels equally, regardless of gender, religion, ethnic background or other factors. Similarly, remuneration should reflect job content and qualifications, regardless of gender or other factors.
Beerenberg operates in a male-dominated industry, and the Company's employees are therefore predominantly male. The proportion of female employees, mostly in administrative positions, stood at 6,6% at the end of the year – slightly down from last year. Two of the company management members are female.
The Company's ambition is to increase the number of female employees at all levels by working systematically with recruitment.
Beerenberg has in 2017 adjusted the company management. From January 2018 IT is organized as a separate support function and no longer included in Business Support.
Continuous attention to health, safety and enviromental issues at all levels of the organization will reduce the risk for incidents and is a key enabler in developing the company.
Beerenberg has adopted a "zero philosophy" relating to HSE. One of the main focus areas is proactive prevention of injuries, both during the execution of the work and longterm effects. With focus on training, risk management and robust work practice Beerenberg aims to reduce the risk for work related injuries for risk exposed personnel.
Beerenberg health monitoring program has also been made mandatory for our suppliers, and adherence is being reviewed in meetings, audits and reports.
Strong reliable practices, work planning and focus on safety are not alone sufficient to prevent injuries and illness. Adherence, motivation and competence on an individual basis are necessary to prevent incidents. Beerenberg develops HSE competence through mandatory training for all employees and subcontractors and extended HSE training for managers on all levels.
By focusing on monitoring, HSE efforts are continuously evaluated to identify risks and maximize the effect of the efforts.
Efforts to reduce sickness absence in Beerenberg is ongoing. In 2017 the sickness absence was 8,8%, an increase from 7,9% in 2016. Short term absence was 3,1% and long term absence was 5,7%. In 2016 the respective numbers were 3,0% and 5,0%.
In 2017 the Company recorded 12 incidents, none of which was lost time incidents. In 2016 there was recorded 8 incidents. Beerenberg continues to systematically monitor and adjust its efforts to reduce the number of incidents.
Beerenberg conduct its business in such a way that it minimizes the impact of its activities on nature and the environment and continuously look for ways to further reduce this impact.
The Company's impact on the external environment is primarily considered to stem from emissions of volatile
organic compounds (VOCs) because of the use of paint products and solvents. This is a natural consequence of the Company's activities, and the volume of VOC emissions will always reflect the volume of assignments and the type of products being ordered and delivered. The Company endeavours to use alternative products with a lesser impact on the environment where possible (the substitution requirement). To reduce the negative environmental effects of the significant amounts of waste that it generates, the Company has put in place robust procedures for waste disposal and treatment (recycling of materials and energy).
The Company has also taken environmental measures concerning paper and office waste in its administrative functions.
Beerenberg is certified in accordance with NS-EN ISO 9001: 2008 Quality management systems and in compliance with NS-EN ISO 14001: 2004 Environmental management systems, and OHSAS 18001: 2007 Occupational health and safety.
The company has developed an extensive strategy towards 2020. The activity level within the oil and gas industry is expected to improve within maintenance and modification while the lead time on new-build projects will take some time to recover from the low market in 2015-17.
The prospects in the Company's primary markets are generally considered to be improving with an expectation that the market for maintenance and modifications will grow. Depending on external factors, mainly oil price, the development can have long term impact on the Company's total market. While activity within new build activities will also improve, the project lead time is not likely to materially impact the Company's activity level in the near term. Benarx expansion internationally is expected to continue with a special focus on establishing itself in the mid-and downstream market in Europe.
The Board would like to stress that there is always a degree of uncertainty surrounding assessments of the future.
In the governance manual, the Board of Directors has stipulated that the Company should develop procedures and systems to ensure compliance with the Norwegian Code of Practice for Corporate Governance in order to inspire trust in the Company and to ensure professionalism and an ability to adjust, should it be required of Beerenberg in the future.
The Board has reviewed the Company's compliance with the Code of Practice and concluded that the Code has been observed in respect of issues that the Board has deemed relevant for a privately-owned Company such as Beerenberg. The Board is also of the opinion that the deviations that have been identified can be rectified by relatively simple means, should it become relevant at a later date.
In the Board's view the financial statements and statement of financial position with accompanying notes provide a true picture of the activities of Beerenberg Holdco II AS and of the Group's position at year end.
In accordance with Section 3-3 of the Norwegian Accounting Act, the Board can confirm that the requirements for the going concern assumption have been satisfied and that the financial statements have been prepared on that basis.
Refer to Note 30 regarding the merger of the parent companies Beerenberg Holdco I AS and Beerenberg Invest AS, other than that no events have occurred after the end of the financial year of significance to the assessment of the Company's financial statements and position.
The Board of Directors should like to thank all employees and business partners for their co-operation and efforts in 2017.
BERGEN, 18. APRIL 2018 Board of Directors at Beerenberg Holdco II AS
Chairman
Ketil Lenning Sebastian Ehrnrooth Svein Eggen
Lars Marcusson Marcus Planting-Bergloo
Morten H. Walde CEO
GROUP ACCOUNTS 2017
| (Amounts in NOK 1 000) | Note | 2017 | 2016 |
|---|---|---|---|
| Sales Revenue | 1 851 658 | 2 080 417 | |
| Other revenue | 220 | 1 110 | |
| Operating revenue | 5, 6 | 1 851 878 | 2 081 527 |
| Materials, goods and services | 92 769 | 134 735 | |
| Personell costs | 8,18,19 | 1 287 621 | 1 402 719 |
| Other operating costs | 7 | 218 648 | 324 891 |
| Operating expenses | 1 599 038 | 1 862 345 | |
| Operating result before depreciation, amortisation and impairment losses | 252 841 | 219 181 | |
| Depreciation, amortisation and impairment losses | 11, 12 | 45 892 | 213 442 |
| Operating result | 206 949 | 5 739 | |
| Financial revenue | 9 | 2 182 | 8 325 |
| Financial expenditure | 9, 24, 27 | 104 552 | 75 540 |
| Result before tax | 104 579 | -61 476 | |
| Tax | 10 | 27 000 | 12 155 |
| Annual profit/loss | 77 579 | -73 630 | |
| The annual profit/loss is attributable to: | |||
| The owners of the parent company | 77 579 | -73 630 | |
| Annual profit/loss | 77 579 | -73 630 | |
| Basic earnings, and diluted earnings per share for 267.300.000 shares | 17 | 0,00029 | -0,00028 |
Diluted earnings per share are identical as there is no dilutive effect.
The accompanying notes 1-30 are an integral part of these financial statements
| (Amounts in NOK 1 000) | Note | 2017 | 2016 |
|---|---|---|---|
| Annual profit/loss | 77 579 | -73 630 | |
| Other revenue and expenses | |||
| Change in value of derivatives | 26 | -5 627 | 4 676 |
| Conversion differences | 5 819 | -710 | |
| Total Statement of Comprehensive Income | 77 771 | -69 664 | |
| The statement of performance is attributable to: | |||
| The owners of the parent company | 77 771 | -69 664 | |
| Total Statement of Comprehensive Income | 77 771 | -69 664 |
Other revenue and expenses is after tax and will be reversed in the income statement.
The accompanying notes 1–30 are an integral part of these financial statements.
BEERENBERG HOLDCO II AS
GROUP ACCOUNTS 2017
| Assets | (Amounts in NOK 1 000) | Note | 31.12.2017 | 31.12.2016 |
|---|---|---|---|---|
| NONCURRENT ASSETS | ||||
| Intangible assets | 12 | 73 015 | 75 996 | |
| Goodwill | 12 | 786 239 | 778 750 | |
| Property, plants and equipment | 11, 28 | 175 193 | 168 989 | |
| Loans to parent companies | 13, 24 | 0 | 608 | |
| Total Noncurrent assets | 1 034 447 | 1 024 344 | ||
| CURRENT ASSETS | ||||
| Goods | 14, 28 | 33 776 | 35 021 | |
| Accounts receivable from customers | 13, 15, 28 | 337 846 | 416 186 | |
| Other receivables | 13 | 16 516 | 22 101 | |
| Earned, not invoiced | 15, 23 | 102 290 | 151 765 | |
| Cash at bank | 13, 16 | 189 373 | 225 924 | |
| Total current assets | 679 801 | 850 996 | ||
| Total Assets | 1 714 248 | 1 875 340 |
BEERENBERG HOLDCO II AS GROUP ACCOUNTS 2017
| Equity and Liabilities | Note | 31.12.2017 | 31.12.2016 |
|---|---|---|---|
| EQUITY | |||
| Share capital | 26 730 | 26 730 | |
| Share premium | 240 310 | 240 310 | |
| Other equity | 155 118 | 77 948 | |
| Total equity | 17 | 422 158 | 344 988 |
| LIABILITIES | |||
| Pension obligations | 18, 19 | 10 145 | 8 594 |
| Deferred tax obligations | 10 | 3 443 | 13 353 |
| Other long-term obligations | 20 | 14 000 | 13 000 |
| Interest bearing long-term liabilities | 27, 28 | 847 583 | 904 786 |
| Derivatives | 26 | 18 923 | 14 944 |
| Total long-term liabilities | 894 094 | 954 677 | |
| Liabilities to credit institutions | 13, 16, 27, 28 | 7 200 | 451 |
| Supplier liabilities | 94 589 | 182 041 | |
| Tax payable | 10 | 40 080 | 35 819 |
| Social security, VAT and other taxes | 72 927 | 82 511 | |
| Other short-term liabililities | 21, 23 | 183 200 | 274 852 |
| Total short-term liabilities | 397 997 | 575 675 | |
| Total liabilities | 1 292 090 | 1 530 352 | |
| Total equity and liabilities | 1 714 248 | 1 875 340 |
The accompanying notes 1–30 are an integral part of these financial statements.
Board of Directors at Beerenberg Holdco II AS
Chairman
Ketil Lenning Sebastian Ehrnrooth Svein Eggen
Lars Marcusson Marcus Planting-Bergloo Morten H. Walde
CEO
GROUP ACCOUNTS 2017
(Amounts in NOK 1 000)
| Share capital | Share premium |
Conversion reserve |
Hedging reserve |
Retained earnings |
Total | |
|---|---|---|---|---|---|---|
| Equity as per 31.12.2015 | 26 730 | 240 310 | 373 | -5 962 | 153 201 | 414 652 |
| Annual result for the period | -73 630 | -73 630 | ||||
| Other Comprehensive income | -710 | 4 676 | 3 966 | |||
| Transactions with shareholders | ||||||
| Group contributions to parent companies | ||||||
| Equity as per 31.12.2016 | 26 730 | 240 310 | -337 | -1 285 | 79 570 | 344 988 |
| Annual result for the period | 77 579 | 77 579 | ||||
| Other Comprehensive income | 5 819 | -5 627 | 191 | |||
| Transactions with shareholders | ||||||
| Group contributions to parent companies | -600 | -600 | ||||
| Equity as per 31.12.2017 | 26 730 | 240 310 | 5 481 | -6 913 | 156 550 | 422 158 |
The accompanying notes 1–30 are an integral part of these financial statements
BEERENBERG HOLDCO II AS
GROUP ACCOUNTS 2017
| (Amounts in NOK 1 000) | Note | 2017 | 2016 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Result for the period before tax | 104 579 | -61 476 | |
| Tax paid for the period | -35 922 | -33 938 | |
| Gains/losses from sales of fixed assets | -220 | -1 110 | |
| Depreciation, write-down and amortisation | 11, 12 | 45 892 | 213 442 |
| Changes to inventory | 1 245 | 18 353 | |
| Changes to accounts receivable from customers | 14 | 95 863 | -29 577 |
| Changes to supplier liabilities | -88 923 | 59 071 | |
| Difference between expensed and paid-in/out pension premium | 1 551 | 2 086 | |
| Changes to other time restricted items | -37 267 | -56 742 | |
| Net cash flow from operating activities | 86 797 | 110 110 | |
| Cash flows from investment activities | |||
| Incoming payments from the sale of tangible and intangible fixed assets | 11 | 293 | 3 631 |
| Outgoing payments from acquisition of tangible and intangible fixed assets | 11, 12 | -13 426 | -19 594 |
| Net cash effect acquisition of subsidiary | 29 | -28 849 | 0 |
| Net cash flow from investment activities | -41 983 | -15 963 | |
| Cash flows from financing activities | |||
| Repayment of long-term liabilities (outgoing) | 29 | -81 174 | -133 001 |
| Repayment from loan to parent companies (incoming) | 24 | 608 | 0 |
| Payment of Group contribution | 24 | -800 | 0 |
| Net cash flow from financing activities | -81 365 | -133 001 | |
| Net changes to cash and cash equivalents | -36 551 | -38 854 | |
| Cash and cash equivalents per 01.01 | 225 924 | 264 778 | |
| Cash and cash equivalents per 31.12 | 15 | 189 373 | 225 924 |
The accompanying notes 1–30 are an integral part of these financial statements
Beerenberg Holdco II AS is a limited liability company registered in Bergen, Norway. The Beerenberg Holdco II Group comprises the parent company Beerenberg Holdco II AS and the subsidiaries Beerenberg Holding AS, Beerenberg Corp. AS, Benarx Solutions AS, Benarx Solutions Poland Sp. z o.o and Benarx Pacific Asia PTE. LTD. Beerenberg Corp. AS and subsidiaries make up the Beerenberg Corp. AS sub-Group and is the operative company.
The head office is in Bergen and the Group has offices in Stavanger and Skien in Norway, Gościcino in Poland and Busan in South-Korea.
The Group delivers expertise and technology as well as engineering and inspection services in the fields of surface treatment, passive fire protection, insulation, architecture/ interiors, scaffolding, rope access techniques, and habitats as well as mobile machining, cutting and decommissioning.
The consolidated financial statements comprise the parent company and subsidiary companies, referred to collectively as "the Group" and individually as "Group entities".
Beerenberg Holdco II AS is 100 % owned by Beerenberg Holdco I AS.
The annual financial statements were authorised for issue by the board of directors on 18 April 2018.
The consolidated financial statements have been prepared in accordance with EU-approved IFRS standards and associated interpretations as required as at 31 December 2017 and in accordance with additional Norwegian disclosure requirements under the provisions of the Norwegian Accounting Act as at 31 December 2017. There have been no changes in accounting principles from 2016 to 2017.
The financial statements of Beerenberg Holdco II AS have been prepared in accordance with regulations on simplified application of IFRS.
The proposed consolidated financial statements were authorised by the board and CEO on the date stated in the signed statement of financial position. The consolidated financial statements shall be reviewed by an ordinary general meeting for final approval.
NOK is the Group's functional currency and presentation currency.
The consolidated financial statements have been prepared using historical cost principles, with the exception of
▪ Derivatives, which are assesed at fair value.
The accounting principles described below have been consistently applied to all companies in the Group in all periods.
The subsidiary companies include all entities where the Group has a deciding influence on the entity's financial and operational strategy, normally through the ownership of more than 50% of the voting capital, and where the entity constitutes an enterprise. Subsidiaries are consolidated from the date when control was transferred to the Group. Consolidation ceases on the date when the Group no longer has control.
Acquired subsidiaries are accounted for in the consolidated financial statements based on the parent company's acquisition cost. When acquiring a subsidiary company, the purchase price of the acquired undertaking must be distributed so that the opening balance of the Group reflects the estimated fair value of the assets and liabilities that have been acquired. In order to establish the fair value of an acquisition, alternative methods must be used for assets for which there is no active market. Excess value beyond that which can be attributed to identifiable assets and liabilities is recognized as Goodwill. If the fair value of the equity in an acquired company exceeds the consideration paid, the excess is immediately recognized as income. The allocation of the purchase price upon consolidation is amended if new information appears about the fair value applicable on the date control was obtained, no later than 12 months after the acquisition took place.
IntraGroup transactions, balances and unrealised gains are eliminated. Unrealised losses are also eliminated but are considered to be an indicator of impairment, which would require an assessment to be made as to whether the transferred asset should be written down.
The bulk of the Group's activities are conducted in NOK.
The accounts of individual entities within the Group are measured in the currency used where the entity predominantly operates (functional currency). The consolidated financial statements are presented in NOK, which are both the functional currency of the parent company and the presentation currency of the Group.
Transactions in other currencies are converted to the functional currency using the transaction exchange rate. Foreign currency gains and losses resulting from the settlement of such transactions and from the conversion of monetary items (assets and liabilities) in other currencies at year-end using the exchange rate at the end of the reporting period are recognized in profit or loss.
Foreign currency gains and losses relating to loans, cash and cash equivalents are presented (net) as financial income or financial expenses. The currency effect of non-monetary items (both assets and liabilities) is included in the fair value assessment.
The statements of financial position and comprehensive income of Group entities with a functional currency that differs from the presentation currency are translated as follows:
The Group initially recognizes loans, receivables and deposits on the date that they are originated. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. All rights and liabilities in transferred financial assets that are created or retained as a result of the transfer are recognized separately as assets or liabilities.
Financial assets and liabilities are offset if the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Offset amounts are presented net in the statement of financial position.
The Group classifies its financial assets in the categories (1) financial assets at fair value through profit or loss, (2) loans and receivables, and (3) available-for-sale financial assets. Classification is dependent on the objective.
Financial assets at fair value through profit or loss are financial assets that are held for trading. A financial asset is classified in this category if it was acquired primarily with a view to generating a gain from short-term price fluctuations. Attributable transaction costs are initially recognized in profit or loss when they are incurred. The instruments are measured at fair value, and changes in the value are recognized in profit or loss. Derivatives are classed as financial assets at fair value through profit or loss, unless they are part of a hedge relationship.
The fair value of forward exchange contracts is based on their listed market price if available. If the market price is not available, the fair value is determined by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract at a risk-free interest rate (based on government bonds).
The fair value of interest rate swaps is based on broker quotes. The quotes are tested for reasonableness by discounting estimated, future cash flows based on the terms and maturity of each contract, using the market interest rate for an equivalent instrument at the measurement date.
The fair value reflects the instrument's credit risk.
The Group holds a limited number of financial derivative instruments to hedge its foreign currency and interest rate risk exposures. Derivatives are recognized initially at fair value. Changes in fair value are recognized in profit or loss, except for hedging instruments that meet the criteria for hedge accounting.
The Group's criteria for classifying a derivative instrument as a hedging instrument follow the requirements of IAS 39 and are as follows:
There is sufficient documentation at the time of the inception of the hedge relationship that the instrument is effective
Hedging instruments classed as cash flow hedges offset variations in cash flows caused by changes in exchange rates, interest rates and market values. For cash flow hedges that meet the criteria for hedge accounting, all gains and losses on the effective part of the contract are recognized in comprehensive income, while those on the ineffective part are recognized in the income statement under finance.
Derivative financial instruments with positive fair value are classified as current assets if the remaining maturity of the hedged item is less than a year into the future, and as fixed assets when the remaining maturity of the hedged item is more than a year ahead. Financial derivatives with negative fair value are classified as a current liability if the remaining maturity of the hedged item is less than a year into the future, and as a long term liability when the remaining maturity is more than a year ahead.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are classed as current assets unless they expire within 12 months of the end of the reporting period. Loans and receivables are classed as trade receivables, other long-term receivables and other receivables.
Trade receivables are initially recognized at fair value. The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the end of the reporting period (the reporting date). Due to their short residual maturity, the nominal value of the receivables is deemed to reflect their fair value. Provisions for losses are accounted for when there are objective indicators that the Group will not receive payment in accordance with the original terms and conditions. The provision is the difference between the nominal/amortised cost and expected payment (present value of expected future cash flow) from the customer.
Trade payables are measured at fair value when initially recognized and at amortised cost in subsequent periods. Due to their short residual maturity, the nominal value of the payables is deemed to reflect their fair value / amortised cost.
Cash and cash equivalents comprise cash and bank deposits.
Ordinary shares are classed as equity. Costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity (share premium) net of any tax effects.
The Group's tangible non-current assets comprise production equipment, workshops and improvements to buildings and other operating equipment. Tangible non-current assets are recognized in the statement of financial position at cost less accumulated depreciation and write-downs. The cost price of tangible non-current assets is the purchase price including expenses directly attributable to the purchase of the asset. The cost of self-constructed assets includes the cost of materials, direct labour costs, borrowing costs and other costs directly attributable to bringing the assets to a working condition for their intended use, the cost of dismantling and removing the items, and restoring the site on which they are used.
Expenses incurred after the non-current asset has been put into use, such as ongoing daily maintenance, are recognized in profit or loss in the period in which they were incurred, except for other expenses expected to generate future economic benefits that are recognized as a part of the noncurrent asset.
If substantial, individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate components.
Gains and losses on disposal are included in the operating profit or loss.
The Group measures Goodwill as the fair value of the consideration transferred, less the net amount (normally fair value) of the identifiable assets acquired and liabilities assumed, all measured as at the acquisition date.
Goodwill is distributed to cash-generating units and is not subject to an amortisation schedule but is tested for impairment annually and when there is an indication that a write-down is necessary. Goodwill write-downs are not reversed. For the purpose of testing Goodwill for impairment, Goodwill is allocated to the cash-generating units that are expected to benefit from the acquisition.
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge, is recognized in profit or loss as incurred.
Development activities include designs or plans for the production of new or substantially improved products and processes. Development expenditure is capitalized only if it can be reliably measured, if the product or process is technically or commercially viable, if future economic benefits are probable, and if the Group intends to and has sufficient resources to complete the development and to sell or use the asset. The expenditure capitalized includes materials, direct labour, directly attributable overhead costs and borrowing costs. Other development expenditure is recognized in profit or loss as incurred.
Capitalized development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
The Group's intangible assets relate to identified excess value such as technology and customer relationships arising in connection the acquisition of Beerenberg Holding AS by Beerenberg Holdco II in 2013, and also relating to in-house insulation technology (Benarx). See also Note 12 concerning intangible assets.
Property, plant and equipment are depreciated on a straightline basis over their estimated useful life. Depreciation is calculated on the basis of the cost of the asset or other amount substituted for cost, less its residual value.
The economic useful life of scaffolding is assessed, and its period of use has been set at 15 years. The period of use is the period in which the Group expects to use the scaffolding and may thus be shorter than its economic useful life. The period of use and the residual value are assessed at the end of each reporting period and adjusted if necessary. Scaffolding is depreciated over a period of 15 years.
Containers and workshops are depreciated over a period of 10 years, while other production equipment and other assets are depreciated over a period of 3–7 years.
Intangible assets are amortised on a straight-line basis over their estimated useful life from the time they are available for use, since this most closely reflects the consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current period and comparative periods are as follows:
Amortisation method, useful life and residual value are reviewed annually and adjusted if necessary.
When the carrying amount of a non-current asset is higher than the estimated recoverable amount, the value is written down to the recoverable amount. The recoverable amount is the greatest of fair value less cost to sell and its value in use. The scope for reversing any previous write-downs (except Goodwill) is assessed on each reporting date.
With the exception of inventories (see Inventories) and deferred tax assets (see Income tax), the carrying amount of the Group's fixed assets is continually assessed to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated (refer to Calculating the recoverable amount below).
Goodwill and intangible assets with indefinite useful lives are tested for impairment annually.
An impairment loss is recognized when the carrying amount of an asset or cash-generating unit exceeds the recoverable amount. Impairment losses are recognized through profit or loss.
Impairments estimated for cash-generating units are allocated so that the carrying amount of any Goodwill in the cash-generating units is reduced first. Next, the remaining impairment losses on the other assets in the unit are allocated pro rata based on the carrying amount.
If an impairment in the fair value of a financial asset available for sale has been taken directly to other income and expenses, and if there is objective evidence that the asset has been the subject of an impairment, the accumulated loss that has been recognized directly in other income and expenses in profit or loss will be recognized. This applies even if the financial asset has not been realised. The loss recognized in profit or loss is the difference between the acquisition cost
at the time of acquisition and the current fair value, less any impairment of the financial asset previously recognized in profit or loss.
The recoverable amount of an asset is the greater of the net selling price (less cost to sell) and value in use. The value in use is estimated by discounting expected future cash flows to their present value using a market-based risk-adjusted discount rate. For assets that do not generally generate independent cash flows, the recoverable amount is determined for the smallest cash-generating unit to which the asset belongs.
Impairment losses on Goodwill are not reversed. In respect of other assets, impairment losses are reversed if there is any change to the estimates used to calculate the recoverable amount.
Leases under which the Group assumes substantially all the risks and rewards of ownership are classed as financial leases. Upon initial recognition the asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is subject to the same accounting principle as equivalent assets.
Other leases are operating leases and are not recognized in the Group's statement of financial position.
Inventories are measured at an amount equal to the lower of acquisition cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and selling expenses. The acquisition cost of manufactured inventories includes the direct cost of materials, direct labour and a share of indirect production overheads, while the acquisition cost of purchased inventories is the cost price based on the first-in-first-out principle and includes the cost incurred in acquiring the inventories, production or conversion overheads and other costs incurred in bringing them to their existing location and condition. In accordance with IAS 2.28, the value of inventories is written down to the net realisable value if the inventories have been damaged or have become wholly or partially obsolete or if the selling price has fallen.
Cost of sales for the year comprises the cost price of goods sold plus any write-down in accordance with IAS 2.28 at the end of the year.
Pension costs and pension obligations are treated in accordance with IAS 19R. Pensions are described in Note 18. The net pension costs for the period are classed as salary and personnel costs.
The Group operates a pension scheme financed by contributions paid into a separate legal entity (insurance company) in the form of a defined contribution plan. A defined contribution plan is a pension scheme under which the Group pays fixed contributions to the insurance company. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized in profit or loss as salary costs as incurred. Prepaid contributions are recognized as assets to the extent that they can be refunded or reduce future contributions.
The Group is also participant in the AFP scheme which is a pension-scheme that pays a lifelong supplement to ordinary pension benefits.
The Group has in addition to the ordinary pension scheme also a supplementary pension plan for executive management and key employees.
Provisions are accounted for when the Group has an obligation (legal or self-imposed) resulting from a previous event if it is likely (more likely than not) that a financial settlement will take place as a result of this obligation and the size of the amount can be reliably calculated. If the effect is significant, the provision is calculated by discounting expected future cash flows with a discount rate before tax that reflects the market's valuation of the time value of money and, if relevant, risks specifically linked to this obligation.
A provision for warranties is recognized when the underlying products or services are delivered. The warranty period is normally 2-5 years. At the end of a project, a provision is made to meet any warranty claims and complaints. The provision is based on historical information about warranties weighted by the probability that a warranty expense will be incurred. It is normal for such provisions to be a fixed proportion of the contract value, but a larger or smaller provision may be made depending on the specific assessment of individual projects. Experience from previous projects provides the best basis for making both general and specific warranty provisions. Factors that may affect the size of the provision include the Group's quality measures and project implementation model.
A provision for restructuring is recognized once the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or been communicated to the affected parties.
A provision for onerous contracts is recognized when the Group's expected revenue from a contract is lower than the unavoidable cost of meeting its contractual obligations. The estimated provision is the present value of the lower of the expected cost of terminating the contract and the expected net cost of fulfilling the contract. Before a provision is made, all impairment losses on assets associated with the contract are recognized.
Most of the Group's revenues are associated with the sale of services, goods and hire of equipment in connection with maintenance contracts that the Group has entered into. Revenues are recognized in accordance with IAS 18 Revenue. According to IAS 18.21 the percentage of completion method is also applied and the income is recognized in the periods in which the services are rendered. IAS 18.21 also refers to IAS 11. IAS 11 requires that revenue is recognized on this basis, and the requirements of IAS 11 is applied for recognition of revenue and associated costs for transactions involving services.
The majority of the Group's contracts is invoiced and recognized as income on basis of hours incurred multiplied by a defined hourly rate associated with the services provided, unit price contracts are recognized as income in accordance with measured progress and equipment rental is recognized as income in the period the equipment is leased.
Contract revenues include the initial amount agreed in the contract plus any variations in contract work, disputed amounts and incentive payments to the extent that it is probable that they will result in revenue and can be estimated reliably. When the outcome of a contract can be estimated reliably, the contract revenue is recognized in profit or loss in proportion to the stage of completion of the contract. The outcome of a transaction may, according to IAS 18, be estimated reliably when:
Contract expenses are recognized as incurred, unless they generate an asset related to future contract activity. Indirect expenses which are applicable to the Group as a whole, or to the project activities, but which cannot be allocated to an individual project, are not included.
Revenue relating to ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates etc.
Revenue from services rendered is recognized when persuasive evidence exists that the work completed has been, or is highly likely to be, approved by the customer. This is assessed on the basis of the stage of completion of the service at the end of the reporting period. The stage of completion is assessed on the basis of work completed.
If the outcome of a maintenance contract cannot be measured reliably, the contract revenues are recognized only to the extent that the incurred contract expenses are expected to be met by the customer. An expected loss on a contract is recognized in profit or loss as incurred.
Revenue from the sale of goods is recognized when persuasive evidence exists that the significant risks and rewards of owning the goods have been transferred to the buyer. For sales of the Group's products, transfer normally occurs once the product is received at the customer's warehouse or installation.
Most of the Group's turnover is associated with long-term maintenance contracts. As a general rule, these contracts are agreed with a fixed price per unit (unit price contracts) or a fixed price per hour, and variations thereof. What constitutes a unit varies from contract to contract, but it may be a square metre of surface treatment, for example.
At the end of each billing period, the Group reports to the customer the number of hours and/or number of units completed in the period. The former is based on the recorded and approved number of hours, while the latter is based on physical progress. The customer reviews the supporting documentation and issues a payment certificate to the Group. On the basis of the payment certificate, the Group recognizes the revenue for the period as income and bills the customer. By having the customer review the documentation of work completed and issue a payment certificate, the revenue has the prior approval of the customer.
In some contracts, the delivery of materials is incorporated in the fixed hourly price or the fixed unit price. In other cases, the delivery of materials is billed separately. The delivery of materials is recognized as income when the materials
have been put into use on a project or transferred to the customer in some other way.
On smaller projects, the work carried out in the period is billed and recognized as income based on work completed or, as a general rule, based on approved timesheets, but without the customer issuing a payment certificate in advance. Some smaller projects are also billed and recognized as income upon completion of the project. These types of projects will rarely stretch over multiple reporting periods. Letting of scaffolding and other equipment is invoiced and recognized as income in the period it has been let.
Accrued, not invoiced contract revenues represent the value of completed contract work less payment from the customer. The value of completed contract work is measured at cost plus accrued net profit to date. Payment from customers is offset in the statement of financial position against contract work in progress. Received customer advances in excess of the amount allocated to inventories are classed as current liabilities.
The Group receives various types of government grants in relation to its research and development activities. These may be funding through the SkatteFUNN scheme or other grants. Such grants, whereby the Group is compensated for expenses incurred, are systematically recognized in profit or loss over the period that the expenses are recognized. Grants that compensate the Group for the cost of an asset are recognized in profit or loss over the useful life of the asset.
Finance income comprises interest income on funds invested during the year. Finance costs comprise interest costs incurred during the year.
Foreign currency gains and losses are reported on a net basis.
Income tax expenses comprise current and deferred tax. Tax is recognized in profit or loss, except when it relates to items taken to other income and expenses or directly to equity, or are linked to business combinations. If this is the case, the tax is also taken to other income and expenses or directly to equity.
Tax payable for the period is calculated in accordance with tax laws and rules that have been enacted, or substantially
enacted, by the tax authorities at the end of the reporting period. Taxable income is calculated on the basis of the legislation in the countries in which the Group's subsidiaries operate and generate taxable income.
Using the liability method, deferred tax is calculated on all temporary differences between the tax value and consolidated accounting value of assets and liabilities. The following temporary differences are not taken into account:
Deferred tax is calculated using tax rates and tax legislation that have been enacted, or substantially enacted, at the end of the reporting period.
Deferred tax assets are recognized to the extent that it is probable that future taxable income will be generated against which the deductible temporary differences can be realised.
Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset them.
The Group's consolidated statement of cash flows shows the Group's total cash flows spread over operating, investing and financing activities. The statement shows the effect of each activity on the Group's liquid assets.
The cash flow statement is prepared using the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term highly liquid investments with insignificant risk convertible into known amounts of cash with maturities less than three months from acquisition date.
Basic earnings per share and diluted earnings per share are presented for ordinary shares. Basic earnings per share are calculated by dividing the profit or loss for the period attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted earnings per share are determined by adjusting the profit or loss and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for dilutive potential.
The Group's accounting principles and note information require the determination of fair value for both financial and non-financial assets and liabilities. Fair values are determined for measurement and/or disclosure purposes based on the methods described below. If relevant, further information about the assumptions made is disclosed in the notes relating to the respective assets and liabilities.
The fair value of property, plant and equipment is recognized at fair value if is part of a business combination. The fair value of plant, equipment, fixtures and fittings is based on the market approach and cost approaches using quoted market prices for similar items when available and replacement cost when appropriate.
The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method. The value is established residually by deducting a fair return on all other assets that together with customer relationships generate the cash flows used in the calculation.
The fair value of other intangible assets is based on the discounted expected cash flows derived from the use and subsequent sale of the assets.
The fair value of inventories acquired in a business combination is the estimated selling price in the ordinary course of business less the cost of completion and sale, to include a profit margin based on the effort required to complete and sell the inventories.
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the end of the reporting period (the reporting date).
Trade payables are obligations to pay for goods and services from suppliers to the ordinary operations and are measured at fair value (historical cost)
Loans are recognized initially at fair value when the loan is paid, net of transaction costs. In subsequent periods, loans are measured at amortized cost using effective interest rate.
Other liabilities are measured at fair value.
Preparing the financial accounts in accordance with IFRS requires the management to make assessments, estimates and assumptions that affect the application of the accounting principles. The carrying amounts of assets and liabilities, as well as revenues and costs, are affected by these assessments. Actual results may deviate from estimated amounts. Estimates and their associated assumptions are based on historical data and other factors that are deemed to be relevant and representative. These calculations form the basis for assessing the amounts recognized in respect of assets and liabilities that cannot be determined on the basis of other sources.
Estimates and underlying assumptions are reviewed continually. Changes to accounting estimates are recognized in the period in which they occur if they only apply to that period.
If the changes also pertain to future periods, the effect is distributed over the current and future periods.
Estimates and judgements are reviewed on an ongoing basis and are based on historical information and other factors, including assumptions and future events that are deemed likely under the current circumstances.
The Group produces estimates and makes judgements/ assumptions about the future. The resulting accounting estimates will rarely correspond fully to the final outcome. Estimates and assumptions that entail a significant risk of substantial changes in the carrying amounts of assets and liabilities during the next accounting year are:
i) Revenue recognition - As described in recognized sale of services for under IAS 18 Revenue. This includes income recognition according to the percentage of completion of physical progress in the service delivery, which in some cases lead to use of estimates.
The most significant source of uncertainty in respect of contract revenues relates to the estimation of supplementary work, additional requirements and bonus payments that are recognized as income to the extent that the Group finds it probable that they will result in additional revenue and that reliable estimates can be made. For many projects, there may be substantial changes to the agreed scope of work that may lead to a number of variations in contract work. It is normal for contracts to contain provisions for how such changes should be handled. At any given time there will be unapproved variations in contract work and requirements included in the contract revenues. Although the management has extensive experience in assessing
the outcome of such negotiations, there will always be an element of uncertainty.
The cost of completion depends on both productivity factors and salary levels. Factors that may substantially affect cost estimates, requirements and variations in contract work include weather conditions, access to work sites, the price of raw materials and other circumstances that may have an effect on time use.
Revenue recognition of contracts with mobilisation and demobilisation costs requires assumptions to be made about the duration of the contract, including potential extension options, in order to allocate expenses and revenues from the mobilisation/demobilisation period over the delivery period. Changes in the delivery period may result in adjustments being made to the accrued amount.
ii) Goodwill – In accordance with the accounting principles, the Group performs tests annually, or more frequently if necessary, to determine whether Goodwill recognized in the statement of financial position should be written down. The estimated recoverable amount is calculated on the basis of the present value of budgeted cash flows for the cash-generating unit. The calculations require the use of estimates and that they are consistent with the market valuation of the Group. Specific information about Goodwill and the testing of carrying amounts is provided in Note 12 Intangible assets.
No new standards or amendments of standards have been adopted by the Group in 2017.
IFRS 9 Financial Instruments addresses classification, measurement, and recognition of financial assets, and financial liabilities and hedge accounting. The complete version of IFRS 9 was issued in July 2014. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 simplifies requirements of hedge accounting by tying the hedging effectiveness closer to risk management policies and allows for greater room for assessment. The implementation date for IFRS 9 is for annual accounts starting after 31.12.17. Implementation of IFRS 9 will affect how the group makes provisions for possible losses on accounts receivables, but it is not expected that this will
lead to any substantial changes in the financial statements. Overall, the Group does not expect that implementing IFRS 9 would have significant impact on the financial statement.
For all IFRS reporting entities, IFRS 15 is mandatory from first accounting period starting after 31.12.17. For the consolidated financial statement for Beerenberg Holdco II AS, implementation takes place with effect from 01.01.18. Earlier application is permitted, however, the Group has not early adopted the new standard in preparing this financial statement.
IFRS 15 will regulate revenue recognition from customer contracts. It replaces existing revenue recognition guidance, including IAS 18, IAS 11 and related IFRICs. In the financial statement for 2016, Beerenberg presented several potential areas that could be affected by the implementation of IFRS 15. Through 2017 the entity has done qualitative and quantitative assessments of the IFRS 15 impact on the financial statement.
The assessments are primarily 5-step review of the significant framework agreements. Beerenberg assumes that customer contracts under the framework agreements will have homologues terms. Customer contracts outside of the main framework agreements are expected to have joint nonmaterial effect on the financial statement.
Beerenberg's main contracts are servicing and maintenance contracts. According to today's practice, revenue is recognized over time. This year's review has concluded that Beerenberg will continue to qualify for recognizing revenue over time after implementation of IFRS 15. Beerenberg's deliveries is primarily maintenance of the customer's fixed assets. Therefore the performance enhances an asset that the customer controls as the asset is enhanced. This will particular be the case when Beerenberg perform enhancement on the customer's installations offshore or on site. This means that Beerenberg's customer contracts qualifies for the second criteria under IFRS 15 for revenue recognition over time (IFRS 15.35(b)). To fulfil the second criteria, the entity must create or enhance an asset that the customer controls as the asset is created or enhanced.
According to today's practice, each promised services in the contract is considered as solely performance obligations. Under IFRS 15, if promised services is not distinct from other promised services, then it is combined to one performance obligation that is distinct. This change in accounting practice will not give any impact on the financial statement. The substantiate arguments for this are that each customer contract, as defined by IFRS 15, last over a short period and each part of the delivery in the contract have approximately the same expected margin. The sum of each stand-alone selling price on the deliveries are also equal the transaction
price – there are no variable consideration. Hence, there are no accounting effect following the lack of bundle of performance obligations.
The performed assessment concludes that there are no contract cost that should be capitalized under IFRS 15.
As described in note for the financial statement 2016, implementation of IFRS 15 could lead to a delay of revenue recognition done by best estimate since IFRS 15 only permit recognition of revenue to the extent that it's highly probable that a significant reverse will not occur. Beerenberg's review shows that this change in wording will have no practical effect. This is due to the entity's current practice where one does not recognize revenue related to risk of reversal.
Summarized Beerenberg expects no accounting effects of the implementation of IFRS 15.
Beerenberg has decided to adopt to IFRS 15 using the modified retrospective method.
IFRS 16 was issued in January 2016. It will result in almost all leases being recognized on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases. The accounting for lessors will not significantly change. The new standard must be applied from financial year 2019.
The Groups evaluation of the impact of IFRS 16 is that implementation of the standard will result in significant leases that currently are treated as operating leases, wherein cost are recorded as operating cost, would have to be treated as financial lease and a lease obligation and an equivalent asset (right to use) would have to be recognized on the balance sheet. Lease expenses according IFRS 16 will be in the form of depreciation and interest expense instead of as operating expenses as under current standard. The effect of implementation of the standard will be increased assets and increased liabilities, and that operating profit before depreciation, financial items and tax (EBITDA) will be improved.
The Group does not intend to early adopt any of this standard and will follow the mandatory dates for implementation.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
As a global supplier of oil services, the Group is exposed to market risks (exchange rate risk and interest rate risk), credit risk, inflation risk and liquidity risk.
The Group has established procedures and guidelines for setting appropriate risk levels for its main risks and for monitoring its risk exposure. The Group's objectives for capital management are to sustain the Group's position as a going concern in order to generate a return for shareholders, to be of benefit to other interested parties, and to maintain an optimal capital structure in order to reduce the cost of capital.
Risk management for the Group is undertaken centrally in accordance with guidelines approved by the board of directors. The Group identifies, measures, manages and reports financial risks in collaboration with the various operating units.
Managing the capital structure involves actively monitoring and adjusting the composition in accordance with changes in financial and economic circumstances and in the risk linked to underlying assets. In order to maintain the desired capital structure, the Group may refinance debts, buy or issue new shares or debt instruments, or it may sell assets.
The Group continuously monitors counterparties in order to reduce risk relating to financing, investing excess liquidity, bank balances from operations and derivatives. The Group's guidelines impose limitations on exposure to individual counterparties and contain procedures for identifying risk factors when they occur.
The board produces principles for the overarching risk management policy and issues guidelines for specific areas such as exchange rate risk, interest rate risk, credit risk, the use of financial derivatives and other financial instruments and for investing excess liquidity.
The Group predominantly operates in Norway, but some of its activities are international and thus exposed to exchange rate risks in several currencies. Exchange rate risks emerge from current and future assignments and from recognized assets. The Group is exposed to exchange rate fluctuations because a limited portion of the Group's revenue and cost is in other currencies. According to Group policy, customerand supplier contracts with exchange rate risk exceeding defined limits shall be hedged.
The parent Company used NOK as its functional currency. An assessment is made annually as to what is the actual functional currency of each entity in the Group.
The Group has relatively insignificant investments in overseas subsidiaries where net assets are exposed to exchange rate risks upon translation.
Sensitivity analyzes related to exchange rate fluctuations is described in note 13
The Group operates in the oil and gas market, which may have fluctuating market development, and Beerenberg will thus be affected by the oil companies behaviour and the prevailing oil and gas prices. The recent fall in oil prices shows that the level of activity is an important factor that influences behaviour. To meet this development Beerenberg made a diversification towards different product areas and activity in new construction projects and maintenance and modification projects that mitigate fluctuations in activity to some extent.
On the Norwegian shelf, there is reason to believe that investment growth will slow down in the long term, which will affect the level of investment. To extend the activity and customer base, the Group has worked to expand its international presence, to accommodate market cycles on the Norwegian shelf.
Variable rate loans pose an interest rate risk to the Group's cash flows. The Group is exposed to interest rate risks relating to debts, including financial leasing. The weighted average effective rate of interest in relation to debt, including financial leasing, was 9,2 % in 2017 (2016: 7,2 %). The main reason for the increase compared to last year is expensing of the remainder of refinancing fee on the Bond Issue from 2014 that was redeemed in 2017, in addition the new Bond Issue has a higher margin that the old Bond Issue, refer to note 13 for further details.
The Group's interest-bearing assets comprise as of 31.12 of bank deposits of NOK 189,4 million. Changes in market interest rates would affect operating cash flows related to these interest-bearing assets, but to a relatively modest degree.
Interest rate risks are continually reviewed by looking at potential refinancing, renewal of existing contracts, alternative financing and hedging. Please see the note on loans. The Groups calculation of interest on contracts is entirely linked to liabilities.
The Company and the Group's interest rate risk related to interest-bearing debt is essentially hedged by a long-term interest rate swap agreement whereby floating NIBOR based rate plus margin is swapped with a fixed interest rate so that the exposure to changes in short-term floating interest rates are reduced.
If interest rates had been 1% (percentage point) higher/ lower on loans in NOK in 2017 and all other variables were constant, this would have resulted in a reduction/increase in profit/loss after tax of NOK 6.4 million in 2017 (2016: 7.1) Equity would have been similarly affected.
This is due to higher/lower interest costs on variable rate loans.
Credit risks are assessed at Group level. The Group's financial assets that are exposed to credit risks are predominantly trade receivables related work performed not yet invoiced. These receivables mostly concern multinational oil companies and independent oil and gas companies, including companies that are wholly or partially owned by foreign governments. The Group handles its exposure to credit risk by carrying out continual credit checks of customers, and it makes provisions for losses on doubtful accounts.
Routines are incorporated to ensure that sales are only made to customers with satisfactory credit worthiness. The provisions made for losses on doubtful accounts are based on the management's best estimate of probable losses on outstanding balances from customers and take into account a number of factors, primarily receivables aging reports, past experience, customer concentration, the customer's financial strength and reputation.
If an independent credit rating of a customer is available, it will be used when determining a credit limit. If no independent assessment of the customer's credit worthiness is available, an assessment is carried out on the basis of the customer's financial position, history and other factors as appropriate. Individual limits for risk exposure are set on the basis of internal and external assessments of credit worthiness and of guidelines provided by the board of directors. Our customers are predominantly large international oil companies or government-owned oil companies. Such companies generally have very good credit ratings.
The Group have not provided any warranties that pose a significant risk.
The Group is exposed to liquidity risks relating to the repayment of debts and payments to suppliers. Cash flow forecasts are created for each operating unit within the Group and aggregated at Group level. Rolling forecasts for the Group's liquidity requirements are monitored centrally to ensure that the Group has sufficient cash equivalents to meet operating-related liabilities at all times. Such forecasts take into account the Group's planned loans, compliance with borrowing terms and compliance with internal targets for reporting figures.
Excess cash at the Group entities beyond that which constitutes necessary working capital is transferred to the Group's finance function. The Group's finance function invests excess cash in interest-bearing cash deposit accounts, choosing instruments with appropriate maturity dates and liquidity in order to obtain sufficient flexibility as determined by the above-mentioned forecasts. On the reporting date, the Group had bank deposits of NOK 189.4 million plus an unused overdraft of NOK 150 million, designed to meet the liquidity risk.
Note 13 shows the Group's interest-bearing financial liabilities classed according to maturity structure. Classification is carried out according to the due date stated in the contract. The amounts in the table are undiscounted contractual cash flows.
The Group's objectives for capital management are to sustain the Group's position as a going concern in order to generate a return for its owners and other interested parties and to maintain an optimal capital structure in order to reduce the cost of capital.
In order to improve its capital structure, the Group can adjust the level of dividends paid to shareholders, issue new shares, or sell assets to repay loans. The gearing in the Group for 31.12.17 and for 31.12.16 is shown in table below.
| 2017 | 2016 | |
|---|---|---|
| Total interest bearing debt | 854 783 | 905 237 |
| Less cash and cash equivalents | -189 373 | -225 924 |
| Net interest bearing debt | 665 411 | 679 313 |
| Total Equity | 422 158 | 344 987 |
| Total Capital (adjusted) | 1 087 569 | 1 024 301 |
| Debt Ratio | 61 % | 66 % |
| Gearing | 1,6 | 2,0 |
The market in which Beerenberg operates will continue to seek improved solutions and products for the future. In order to refine its competitive edge, the Group has adopted a strategy of continuing to invest in engineering services and R&D along with an ambition to protect its assets through patents and other property rights.
Operating segments are reported consistent with internal reporting provided to Chief Operating decision maker. Chief Operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, is defined as the Board of Directors. As at 31.12. there are two reporting segments in the Group, "Services" and
"Benarx Solutions". Services includes business related to the traditional ISS activity of the company which is mainly related to major framework contracts. Benarx Solutions includes business involving production of insulation materials and related subsea insulation business.
| Services | Benarx Solutions | Eliminations | Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||
| Operating revenue external | 1 563 474 | 1 896 324 | 288 404 | 185 202 | 1 851 878 | 2 081 527 | |||
| Operating revenue internal | 4 869 | 4 290 | 78 735 | 176 550 | -83 604 | -180 840 | |||
| Total Operating revenue | 1 568 343 | 1 900 614 | 367 140 | 361 752 | -83 604 | -180 840 | 1 851 878 | 2 081 527 | |
| Direct cost | 1 261 386 | 1 608 437 | 260 850 | 277 531 | -83 604 | -180 840 | 1 438 631 | 1 705 128 | |
| Gross profit | 306 957 | 292 177 | 106 290 | 84 221 | 413 247 | 376 399 | |||
| Admin & overhead | 116 400 | 124 193 | 44 007 | 33 024 | 160 407 | 157 218 | |||
| EBITDA * | 190 557 | 167 984 | 62 283 | 51 197 | 252 840 | 219 181 | |||
| Depreciation, and impairment losses of tangible assets |
25 932 | 27 830 | 4 447 | 4 082 | 30 379 | 31 913 | |||
| EBITA ** | 164 626 | 140 154 | 57 836 | 47 115 | 222 462 | 187 269 | |||
| Amortisation and impairment losses of intangible assets |
13 457 | 174 280 | 2 056 | 7 250 | 15 513 | 181 530 | |||
| EBIT *** | 151 168 | -34 126 | 55 780 | 39 865 | 206 948 | 5 739 |
*) Operating result before depreciation, amortisation and impairment losses
**) Operating result before amortisation and impairment losses of intangible assets
***) Operating result
| ASSETS | Services | Benarx Solutions | Not Allocated | Eliminations | Consolidated | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Intangible assets | 66 577 | 70 074 | 6 438 | 5 925 | 73 015 | 75 999 | ||||
| Goodwill | 586 239 | 578 750 | 200 000 | 200 000 | 786 239 | 778 750 | ||||
| Property, plants and equipment | 148 957 | 147 369 | 26 236 | 21 618 | 175 193 | 168 987 | ||||
| Loans to enterprises in the same Group | 608 | 608 | ||||||||
| Total Noncurrent assets | 801 773 | 796 193 | 232 674 | 227 543 | 608 | 1 034 447 1 024 344 | ||||
| Goods | 6 961 | 8 970 | 26 815 | 26 050 | 33 776 | 35 021 | ||||
| Accounts receivable from customers | 210 878 | 393 164 | 156 753 | 53 915 | -29 785 -30 893 | 337 846 | 416 186 | |||
| Other receivables | 11 587 | 13 279 | 4 929 | 8 822 | 16 516 | 22 101 | ||||
| Earned, not invoiced | 94 721 | 162 534 | 9 858 | 13 566 | -2 289 -24 335 | 102 290 | 151 765 | |||
| Cash at bank, cash in hand and similar | 189 373 | 225 924 | 189 373 | 225 924 | ||||||
| Total current assets | 324 147 | 577 947 | 198 355 | 102 353 | 189 373 | 225 924 -32 074 -55 228 | 679 801 | 850 996 | ||
| Total Assets | 1 125 919 1 374 140 | 431 029 | 329 896 | 189 373 | 226 532 -32 074 -55 228 1 714 248 1 875 340 |
Revenue is also measured according to whether it is earned in Norway/on the Norwegian Continental Shelf (NCS) or internationally (ICS)
| NCS | ICS | Consolidated | ||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Total Operating revenue | 1 624 903 | 1 943 390 | 226 976 | 138 137 | 1 851 878 | 2 081 527 |
| Reconciliation of EBITDA to profit/loss before tax: | 2017 | 2106 | ||||
| EBITDA | 252 841 | 219 181 | ||||
| Depreciation, amortisation and impairment losses | 45 892 | 213 442 | ||||
| Net finance costs | 102 370 | 67 215 | ||||
| Result before tax | 104 579 | -61 476 |
Revenue from 3 customers make up more than 10 % of total revenue in 2017. Revenues from customer 1 amounted to 603 718 (2016: 616 784) Revenues from customer 2 amounted to 554 692 (2016: 834 316) Revenues from customer 3 amounted to 357 120 (2016: 80 055)
| Note 6 | Operating revenues | ||||
|---|---|---|---|---|---|
| (Amounts in NOK 1000) | |||||
| 2017 | 2016 | ||||
| Sales revenue | |||||
| Revenues from services | 1 508 853 | 1 644 925 | |||
| Revenues from sale of goods | 213 369 | 263 465 | |||
| Revenues from hiring of equipment | 129 436 | 172 027 | |||
| Total sales revenue | 1 851 658 | 2 080 417 | |||
| Other revenue | |||||
| Gains from sale of assets | 220 | 1 110 | |||
| Total other revenue | 220 | 1 110 | |||
| Total operating revenue | 1 851 878 | 2 081 527 |
(Amounts in NOK 1000)
Beerenberg Holdco II's other operating costs totals 218 648. (324 891 for 2016) 70–80 % of these costs are project costs. Other costs are costs relating to consulancy fees, premises
and associated costs, IT, insurance premiums, contingents, marketing and patent costs. Of costs related to Facilities 19 729 relates to rental of premises.
| 2017 | 2016 | |
|---|---|---|
| Travel expenses | 73 619 | 82 286 |
| Rental of equipment | 19 465 | 35 260 |
| Other project costs | 38 307 | 111 362 |
| Consultancy fees | 22 063 | 27 281 |
| Facilities | 35 198 | 35 194 |
| IT | 18 379 | 20 932 |
| Other | 11 618 | 12 577 |
| Total other operating costs | 218 648 | 324 891 |
| Auditor's fee | 2017 | 2016 |
| Statutory audit (incl. technical assistance with financial statements) | 1 474 | 1 356 |
| Other assurance services | 0 | 21 |
| Tax advisory fee (incl. technical assistance with tax return) | 422 | 552 |
| Other assistance | 546 | 42 |
| Total | 2 442 | 1 971 |
The sums stated are exclusive of VAT.
| Personnel costs | 2017 | 2016 |
|---|---|---|
| Salaries incl. holiday pay | 639 653 | 753 504 |
| National Insurance contributions | 89 709 | 111 838 |
| Pensions | 24 714 | 31 590 |
| Contract personnel | 522 386 | 490 656 |
| Other employee benefits | 11 159 | 15 132 |
| Total Personnel costs* | 1 287 621 | 1 402 719 |
| Number of FTEs* | 1 954 | 2 129 |
* Both salaries and FTEs includes hired in personell.
Number of FTEs includes FTEs of 111 from the acquired Subsididary Bouvet Industries, however the costs stated above do not include cost from Bouvet Industries, refer to note 29 for further details of the acquisition
| Finance income and finance costs | 2017 | 2016 |
|---|---|---|
| Other finance income | 76 | 6 034 |
| Interest income from bank and other sources | 2 106 | 2 291 |
| Finance income | 2 182 | 8 325 |
| Interest cost bank | 5 401 | 2 744 |
| Interest cost bond | 67 446 | 63 827 |
| Accrued refinancing fee | 12 719 | 6 000 |
| Loss from purchase of own bonds and other finance costs | 17 603 | 51 |
| Interests from vendors and other interest costs | 1 160 | 75 |
| Net foreign exchange losses/(- gains), realised | 3 296 | 2 814 |
| Net foreign exchange losses/(- gains), unrealised | -3 074 | 29 |
| Finance costs | 104 552 | 75 540 |
| Net finance costs recognised in income statement | -102 370 | -67 215 |
| Note 10 | Tax | |
|---|---|---|
| (Amounts in NOK 1000) | ||
| 2017 | 2016 | |
| Tax payable has been calculated as follows | ||
| Ordinary result before tax | 104 579 | -61 476 |
| Loss in foreign subsidiaries, not included in basis for tax payable | 6 300 | 5 545 |
| Permanent differences | 1 683 | 1 701 |
| Change in differences that are not included in the basis for deferred tax assets/liabilitites* | 0 | 105 110 |
| Change in differences included in the basis for deferred tax assets/liabilitites | 50 446 | 93 197 |
| Basis for tax payable | 163 008 | 144 077 |
| Tax payable on the result for the year | 39 122 | 36 019 |
| Tax cost is calculated as follows: | ||
| Tax payable on the result of the year | 39 122 | 36 019 |
| Corrections to previous years | 46 | 0 |
| Gross changes deferred tax | -12 229 | -24 430 |
| Change deferred tax due to change of tax rate | 61 | 565 |
| Total tax cost for the year | 27 000 | 12 155 |
| 31.12.2017 | 31.12.2016 | |
|---|---|---|
| Tax payable on the balance sheet has been calculated as follows | ||
| Tax payable on the result of the year | 39 122 | 36 019 |
| Tax effect Group Contribution | -43 | -200 |
| Tax payable Korea | -137 | 0 |
| Tax payable acquired business | 1 137 | 0 |
| Total tax payable | 40 080 | 35 819 |
| Specification of the basis for deferred tax/deferred tax concessions changes over profit and loss | ||
| Additions through business combinations | 61 924 | 64 641 |
| Fixed assets | 34 973 | 39 585 |
| Current assets | 7 841 | 3 567 |
| Liabilities | -84 258 | -54 025 |
| Derivatives | 3 410 | 14 944 |
| Precluded interest deduction to be carried forward | -17 807 | -12 183 |
| Total basis for deferred tax | 6 082 | 56 529 |
| Deferred tax changes over profit and loss | 1 399 | 13 567 |
| Deferred tax changes not over profit and loss | 4 066 | 0 |
| Deferred tax before Other Comprehensive Income (OCI) | 5 465 | 13 567 |
| Specification of the basis for deferred tax/deferred tax concessions changes over OCI Temporary differences |
2017 | 2016 |
| Derivatives | -8 977 | -1 691 |
| Basis for deferred tax/deferred tax concessions changes over OCI | -8 977 | -1 691 |
| Deferred tax changes over OCI Tax effect Group Contribution |
-2 065 43 |
-406 192 |
| Deferred tax obligations | 3 443 | 13 353 |
| Calculated tax | 27 000 | 12 155 |
|---|---|---|
| Change deferred tax due to change of tax rate | -61 | -565 |
| Loss in foreign subsidiaries, not included in basis for tax payable | 1 512 | 1 386 |
| Other differences** | 0 | 26 277 |
| Corrections to previous years | 46 | 0 |
| Permanent differences (24 %) | 404 | 425 |
| 24 % of the result before tax | 25 099 | -15 369 |
* Change in differences that are not included in the basis for deferred tax assets/liabilities relates to write down of Goodwill, refer to Note 12.
** Other differences relates to write down of Goodwill, refer to Note 12.
(Amounts in NOK 1000)
| Production | Buildings, | ||||
|---|---|---|---|---|---|
| 31.12.2017 | Vehicles | equipment | Telecoms & IT | barracks and halls | Total 31.12.2017 |
| Acquisition cost 01.01 | 20 882 | 380 029 | 15 752 | 45 953 | 462 616 |
| Acquisitions of non-current assets | 1 312 | 7 149 | 146 | 351 | 8 958 |
| Acquisition cost through acquisition of subsidiary * |
25 764 | 25 764 | |||
| Disposals | -113 | -113 | |||
| Exchange rate effects | 1 933 | 1 933 | |||
| Acquisition cost 31.12 | 22 193 | 414 762 | 15 899 | 46 303 | 499 158 |
| Accumulated depreciation 01.01 | 16 802 | 227 167 | 13 901 | 35 756 | 293 626 |
| Depreciation for the year | 1 360 | 25 367 | 1 380 | 2 123 | 30 230 |
| Write-downs for the year | 148 | 148 | |||
| Disposals – accumulated depreciation | -40 | -40 | |||
| Accumulated depreciation 31.12 | 18 163 | 252 642 | 15 281 | 37 879 | 323 965 |
| Capitalized value 31.12 | 4 030 | 162 120 | 618 | 8 425 | 175 193 |
| Economic useful life | 5–7 years | 5–10–15 years | 3 years | 10 years | |
| Depreciation schedule | Straight-line | Straight-line | Straight-line | Straight-line |
* Acquired through the acquisition of Bouvet Industries AS at 28.12.2017, refer to note 29 for further details
The Group has entered into leasing agreements on a number of non-current assets. Leasing agreements last for 3–5 years and are treated as financial leasing. Leasing agreements are generally entered into at a variable interest rate at 1 month NIBOR + a margin of 1 - 3,5 %. No leasing agreements includes buyout-options at the end of the leasing periods. However, at the end of the leasing periods the Group can ask for an offer to buy the equipment. This is generally given at a price varying around 2 months leasing amounts. The Group will normally utilize such offers.
The book value of leased material as of 31.12.2017 is 19 862 and relates mainly to scaffolding in the acquired subsidiary Bouvet Industries AS
For reference the book value of leased material as of 31.12.16 was 799 and was mainly related to AV-equipment.
The Group rents generators and other equipment, as well as office and production buildings and residental properties. These have not been capitalized as the associated leasing agreements are not condsidered financial leasing according to IFRS.
| Production | Buildings, | ||||
|---|---|---|---|---|---|
| 31.12.2016 | Vehicles | equipment | Telecoms & IT | barracks and halls | Total 31.12.2016 |
| Acquisition cost 01.01 | 17 814 | 371 966 | 15 685 | 45 625 | 451 089 |
| Acquisitions of non-current assets | 3 068 | 17 079 | 67 | 594 | 20 809 |
| Disposals | -8 515 | -266 | -8 781 | ||
| Discarded assets/adjustment | -501 | -501 | |||
| Acquisition cost 31.12 | 20 882 | 380 029 | 15 752 | 45 953 | 462 616 |
| Accumulated depreciation 01.01 | 15 768 | 206 687 | 12 414 | 33 104 | 267 973 |
| Depreciation for the year | 1 034 | 26 514 | 1 487 | 2 420 | 31 455 |
| Write-downs for the year | 226 | 232 | 458 | ||
| Disposals – accumulated depreciation | -6 260 | -6 260 | |||
| Accumulated depreciation 31.12 | 16 802 | 227 167 | 13 901 | 35 756 | 293 626 |
| Capitalized value 31.12 | 4 079 | 152 861 | 1 852 | 10 197 | 168 989 |
| Economic useful life | 5–7 years | 5–10–15 years | 3 years | 10 years | |
| Depreciation schedule | Straight-line | Straight-line | Straight-line | Straight-line |
(Amounts in NOK 1000)
| INTANGIBLE ASSETS 31.12.2017 |
Cutting technology |
Benarx | Benarx certification |
Patents and development projects |
Software | 3GS New Operating Model |
Customer relation ships |
Goodwill | Total 31.12.2017 |
|---|---|---|---|---|---|---|---|---|---|
| Acquisition cost 01.01 | 7 216 | 57 834 | 2 153 | 11 346 | 29 405 | 6 705 | 259 260 | 883 860 | 1 257 778 |
| Acquisitions in-house R&D | 4 212 | 4 212 | |||||||
| Acquisitions of non-current assets | 257 | 257 | |||||||
| Acquisition cost through acquisition of subsidiary * |
8 064 | 7 489 | 15 553 | ||||||
| Acquisition cost 31.12 | 7 216 | 57 834 | 2 153 | 15 557 | 29 661 | 6 705 | 267 324 | 891 349 | 1 277 799 |
| Accumulated amortisation 01.01 | 3 921 | 55 369 | 1 055 | 5 488 | 29 012 | 4 937 | 149 432 | 249 214 | |
| Accumulated write-downs 01.01 | 3 520 | 45 187 | 105 110 | 153 817 | |||||
| Amortisation for the year | 600 | 974 | 431 | 1 078 | 310 | 1 341 | 10 781 | 15 513 | |
| Accumulated amortisation 31.12 | 4 521 | 56 343 | 1 486 | 6 566 | 29 321 | 6 278 | 160 213 | 264 727 | |
| Accumulated write-downs 31.12 | 3 520 | 45 187 | 105 110 | 153 817 | |||||
| Capitalized value 31.12 | 2 695 | 1 491 | 667 | 5 471 | 340 | 427 | 61 924 | 786 239 | 859 255 |
| Economic useful life Depreciation schedule |
10 years Straight |
10 years Straight |
5 years Straight |
5 years Straight |
5 years Straight |
Straight | 5 years 3–10 years Straight |
||
| line | line | -line | line | line | line | line |
At the start of 2017 the Beerenberg Holdco II AS Group had recorded Goodwill to the amount of 883 860. This goodwill is primarily allocated to the employees, corporate culture, know-how and synergies that can be realised in connection with the acquisition of subsidiaries. Stable operative management is achieved through the active ownership of key personnel in the acquired company. In 2013 Beerenberg Holding AS was aquired by Beerenberg Holdco II AS, generating a Goodwill of 883 860. Following a non renewal of a large contract and subsequent impairment testing, this Goodwill was written down by the amount of 105 110 in 2016. In 2017 Bouvet Industries was acquired by Beerenberg Corp. AS generating a Goodwill of 7 489.
Intangible assets are measured on the basis that the asset will give future economic benefits, that the acquisition cost is identifiable, and that it has a lasting useful life. A test for impairment has been performed in accordance with IAS 36. According to IAS 36 the company shall estimate recoverable amount, and compare this to book values including Goodwill. In 2017 the Group has two cash-generating units (CGU), "Benarx" which consists of business related to the production of insulation materials and subsea related insulation business, and "Services", which consists of the traditional ISS activity of the company mainly related to larger framework contracts. Goodwill is allocated with 200
000 to CGU Benarx , and 586 239 to CGU Services. Goodwill was therefore tested for impairment by comparing capital employed in the two CGUs against the present value of expected cash flows of the CGUs
Budget and forecasts approved by the Board of Directors for the next 3 years was the basis for the test of impairment. During this period, the EBIT margin is estimated to 5–9 %. Key assumptions for estimated future cash flows are:
Furthermore, a required rate of return is of 9.6 % is applied. The required rate of return is built up using the WACC method (weighted average cost of capital).
The result of the impairmenttest was higher recoverable amount than book values in both CGU's.
Sensitivity analyses has been performed, and the table below set out changes in assumptions that results in an impairment situation:
| CGU | ||||||
|---|---|---|---|---|---|---|
| Change in assumption |
BENARX SOLUTIONS CGU |
SERVICES CGU | ||||
| Required rate of return | + 8,1 % | + 5,7 % | ||||
| Revenue * | -35 % | -33 % | ||||
| Operating Result | -47 % | -38 % |
* margins as before change of assumption
The Group believes that no reasonable changes in the assumptions that have been used for testing impairment, could result in a lower value of future cash flows than the net capital employed. Furthermore, the Group has a good order portfolio and is developing technology that will help the company develop vertically and horizontally throughout the value chain and increasing the volume of technology-based services. By exploiting existing synergies, the company will be able to make use of the market opportunities they offer through improved access to expert personnel. On that basis and on the basis of estimated future revenues, the Group can justify that acquired goodwill will have a value in excess of the book value based on budgets and strategy plans for the cash-generating units to which the Goodwill has been allocated.
| INTANGIBLE ASSETS 31.12.2016 |
Cutting technology |
Benarx | Benarx certification |
Patents and development projects |
Software | 3GS New Operating Model |
Customer relation ships |
Goodwill | Total 31.12.2016 |
|---|---|---|---|---|---|---|---|---|---|
| Acquisition cost 01.01 | 7 216 | 57 834 | 2 153 | 12 582 | 29 383 | 6 705 | 259 260 | 883 860 | 1 258 992 |
| Acquisitions in-house R&D | -1 236 | -1 236 | |||||||
| Acquisitions of non-current assets | 21 | 21 | |||||||
| Acquisition cost 31.12 | 7 216 | 57 834 | 2 153 | 11 345 | 29 405 | 6 705 | 259 260 | 883 860 | 1 257 777 |
| Accumulated amortisation 01.01 | 3 320 | 52 774 | 625 | 4 162 | 26 423 | 3 596 | 130 590 | 221 491 | |
| Accumulated write-downs 01.01 | 11 | 11 | |||||||
| Amortisation for the year | 600 | 2 595 | 431 | 1 326 | 2 589 | 1 341 | 18 842 | 27 724 | |
| Write-downs for the year | 3 509 | 45 187 | 105 110 | 153 806 | |||||
| Accumulated amortisation 31.12 | 3 921 | 55 369 | 1 055 | 5 489 | 29 012 | 4 937 | 149 432 | 249 214 | |
| Accumulated write-downs 31.12 | 3 520 | 45 187 | 105 110 | 153 817 | |||||
| Capitalized value 31.12 | 3 295 | 2 465 | 1 098 | 2 337 | 393 | 1 768 | 64 641 | 778 750 | 854 746 |
| Economic useful life Depreciation schedule |
10 years Straight |
10 years Straight |
5 years Straight |
5 years Straight |
5 years Straight |
5 years Straight |
10 years Straight |
||
| line | line | -line | line | line | line | line |
(Amounts in NOK 1000)
The capitalized value of financial assets represents maximum credit exposure.
Maximum exposure to credit risks on the reporting date was:
| Capitalized value | ||
|---|---|---|
| 2017 | 2016 | |
| Trade receivables | 337 846 | 416 186 |
| Loans to parent company | 0 | 608 |
| Other receivables | 16 516 | 22 101 |
| Earned, not invoiced | 102 290 | 151 765 |
| Cash and cash equivalents | 189 373 | 225 924 |
| Total | 646 025 | 816 584 |
The age distribution of trade receivables as at 31.12 was as follows:
| 2017 | ||||
|---|---|---|---|---|
| Gross Trade receivables |
Allowance for bad debt |
Gross Trade receivables |
Allowance for bad debt |
|
| Not overdue | 161 803 | 317 166 | ||
| 0–30 days overdue | 117 329 | 17 136 | ||
| 31–90 days overdue | 59 382 | 2 991 | 6 648 | |
| More than 90 days overdue | 4 931 | 2 609 | 79 536 | 4 300 |
| Total | 343 446 | 5 600 | 420 486 | 4 300 |
Change in provision account for impairment of trade receivables:
| 2017 | 2016 | |
|---|---|---|
| Opening balance | 4 300 | 2 100 |
| Change in allowance for impairment | 1 300 | 2 200 |
| Closing balance | 5 600 | 4 300 |
Based on past experience, trade receivables not yet overdue or overdue by less than one month do not require an allowance for bad debt.The majority of these receivables relates to a few multinational oil companies with good payment history. However, as activity abroad is increasing, the Group are experiencing invoices not being
paid on due date to a larger extent than historically. Thus, the allowance for impairment is increased some in 2017. In 2018 the majority of the items that were overdue as of 31.12.17 has been paid.
Contractual payments due in relation to financial commitments, including rent payments, are:
| As at 31.12.17 | Capitalized value |
Contractual cash flows |
6 months or earlier |
6–12 months |
1–2 years | 2–5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Interest-bearing leasingdebts * | 11 408 | 11 408 | 1 918 | 1 918 | 1 537 | 6 036 | |
| Interest-bearing long term debt ** | 836 175 | 1 047 299 | 31 153 | 31 153 | 62 305 | 922 689 | |
| Accrued interests | 7 200 | 7 200 | 7 200 | ||||
| Trade payables | 94 589 | 94 589 | 94 589 | ||||
| Other current liabilities | 183 200 | 183 200 | 183 200 | ||||
| Total | 1 132 573 | 1 343 697 | 318 060 | 33 070 | 63 842 | 928 725 | 0 |
* Current interest rates on leasing debt is 3 month NIBOR plus margin of about 1%–3.5%
** Interest-bearing long-term debt consists of a bond with the principal amount 850 000. Capitalized value includes transaction costs that are expensed as interest during the course of the loan (13 825). Current interest rate on the loan is 3 month NIBOR plus margin of 6.5%. There are no installments on this loan and it matures 24.February 2021. It is not expected that the cash flows in the maturity analysis will occur at earlier dates, or with substantially different amounts.
| As at 31.12.16 | Capitalized value |
Contractual cash flows |
6 months or earlier |
6–12 months |
1–2 years | 2–5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Interest-bearing leasingdebts * | 799 | 799 | 493 | 158 | 102 | 46 | |
| Interest-bearing long term debt ** | 903 987 | 1 054 059 | 28 212 | 28 212 | 997 635 | ||
| Accrued interests | 451 | 451 | 451 | ||||
| Trade payables | 182 041 | 182 041 | 182 041 | ||||
| Other current liabilities | 274 852 | 274 852 | 274 852 | ||||
| Total | 1 362 131 | 1 512 203 | 486 049 | 28 370 | 997 737 | 46 | 0 |
* Current interest rates on leasing debt is 3 month NIBOR plus margin of about 1%–2.2%
** Interest-bearing long-term debt consists of a bond with the principal amount 1 100 000. Capitalized value includes transaction costs that are expensed as interest during the course of the loan (15 013) and nominal amount of treasury bonds (55 000). Current interest rate on the loan is 3 month NIBOR plus margin of 5%. There are no installments on this loan and it matures 27. June 2018.
| All amounts are in the | 31.12.17 | 31.12.16 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| currency stated in table | Euro | USD | PLN | SGD | KRW | Euro | USD | PLN | SGD | GBP |
| Cash and cash equivalents | 77 | 3 920 | 886 | 3 | 121 369 | 0 | 0 | 9 870 | 21 | |
| Trade receivables | 189 | 11 795 | 47 | 4 110 973 | 1 | 1 325 | 5 | 101 | ||
| Trade payables | -338 | -121 | -627 | -13 083 | -212 | -11 | -1 071 | -16 | ||
| Net exposure | -72 | 15 595 | 306 | 3 | 4 219 258 | -210 | 1 314 | 8 805 | 122 | -16 |
| Significant exchange rates during the year: | Average exchange rate | Spot exchange rate | ||
|---|---|---|---|---|
| 2017 | 2016 | 31.12.2017 | 31.12.2016 | |
| Euro | 9,327 | 9,290 | 9,8403 | 9,086 |
| USD | 8,263 | 8,399 | 8,2050 | 8,620 |
| PLN | 2,191 | 2,130 | 2,356 | 2,054 |
| SGD | 5,983 | 6,080 | 6,141 | 5,965 |
| GBP | 10,639 | 11,373 | 11,090 | 10,613 |
| KRW | 0,007 | 0,007 | 0,008 | 0,007 |
A decrease in NOK against the following currencies at the end of the year would have increased/(reduced) equity and profit by the amounts given below. The analysis is based on changes in the exchange rate within a reasonably possible range. The possible range is defined by the management at the end of the accounting year. The analysis assumes that other variables, particularly interest rates, remain constant. The analysis was carried out on the same basis as in 2016.
| Effect for 2017 | Effect for 2016 | ||||
|---|---|---|---|---|---|
| Currency | Change | Equity | Profit/loss | Equity | Profit/loss |
| EURO | 10 % | -54 | -54 | -143 | -143 |
| USD | 10 % | 9 724 | 9 724 | 849 | 849 |
| PLN | 10 % | 55 | 55 | 1 320 | 1 320 |
| SGD | 10 % | 1 | 1 | 53 | 53 |
| GBP | 10 % | -12 | -12 | ||
| KRW | 10 % | 2 466 | 2 466 | ||
| 12 193 | 12 193 | 2 067 | 2 067 |
An increase in NOK against the above-mentioned currencies as at 31 December would have given the same figures, but with the opposite effect, once again assuming that other variables remain constant.
Of the cash in foreign currency the majority of USD is placed in Standard Chartered Bank in Korea, and the majority of PLN is placed in Danske Bank in Poland.
The fair value and capitalized value of financial assets and liabilities:
| 31.12.2017 | 31.12.2016 | |||
|---|---|---|---|---|
| Capitalized value | Fair value | Capitalized value | Fair value | |
| Assets carried at amortised cost | ||||
| Trade receivables | 337 846 | 337 846 | 416 186 | 416 186 |
| Other receivables | 608 | 608 | ||
| Cash and cash equivalents | 189 373 | 189 373 | 225 924 | 225 924 |
| Total | 527 219 | 527 219 | 642 718 | 642 718 |
| Liabilities carried at amortised cost | ||||
| Loan | 836 175 | 850 000 | 903 987 | 894 740 |
| Leasing and accrued interests | 18 608 | 18 608 | 1 250 | 1 250 |
| Trade payables | 183 200 | 183 200 | 182 041 | 182 041 |
| Total | 1 037 984 | 1 051 809 | 1 087 279 | 1 078 032 |
The methods used to measure the fair value of financial instruments are described in the note on the Group's accounting principles.
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| Net debt | 2017 | 2016 |
|---|---|---|
| Cash and cash equivalents | 189 373 | 225 924 |
| Borrowings – repayable within one year (including overdraft) | -10 210 | -1 094 |
| Borrowings – repayable after one year | -863 497 | -919 087 |
| Net debt | -684 333 | -694 257 |
| Cash | 189 373 | 225 924 |
| Gross debt – fixed interest rates | -854 783 | -905 237 |
| Gross debt – variable interest rates | -18 923 | -14 944 |
| Net debt | -684 333 | -694 257 |
| OTHER ASSETS | LIABILITIES FROM FINANCING ACTIVITIES | |||||
|---|---|---|---|---|---|---|
| Cash/ bank overdraft |
Finance leases due within 1 year |
Finance leases due after 1 year |
Borrowings due within 1 year |
Borrowings due after 1 year |
Total | |
| Net debt as at 31.12.2016 | 225 924 | -643 | -156 | -451 | -918 931 | -694 257 |
| Cash flows | -36 551 | 643 | 80 531 | 44 623 | ||
| Acquistions financial leases | -3 010 | -8 242 | -11 252 | |||
| Other non-cash movements | -6 749 | -16 698 | -23 447 | |||
| Net debt as at 31.12.2017 | 189 373 | -3 010 | -8 399 | -7 200 | -855 098 | -684 333 |
(Amounts in NOK 1000)
| 2017 | 2016 | |
|---|---|---|
| Raw materials | 34 518 | 33 837 |
| Work in progress | 23 | 178 |
| Finished goods | 1 458 | 2 589 |
| Provision for obselete goods | -2 223 | -1 583 |
| Total Goods | 33 776 | 35 021 |
As of 31.12.2017 a provision for obselete goods of 2 223 is booked.
As of 31.12.2016, the corresponding provision was 1 583.
(Amounts in NOK 1000)
| TRADE RECEIVABLES | 2017 | 2016 |
|---|---|---|
| Trade receivables at face value | 343 446 | 420 486 |
| Provision for losses on claims | -5 600 | -4 300 |
| Total trade receivables | 337 846 | 416 186 |
| Earned, not invoiced contract revenues | 102 290 | 151 765 |
| Total accounts receivables and earned not invoiced contract revenues | 440 136 | 567 951 |
Earned, not invoiced contract revenues mainly pertains to work performed in December 2017, invoiced in January 2018.
(Amounts in NOK 1000)
| Bank deposits and cash equivalents | 2017 | 2016 |
|---|---|---|
| Bank deposits | 189 373 | 225 924 |
| Total deposits | 189 373 | 225 924 |
Beerenberg Corp AS has an overdraft limit of 150 000. Deductions as at 31.12.2017 amounted to 0.
The Group has a guarantee limit for tax deducted at source of 42 200.
(Amounts in NOK 1000)
The Company's share capital is 26 730 distributed on 267.300.000 shares. Nominal value per share is 0,0001. All shares are owned by Beerenberg Holdco I AS. Refer to note 30 regarding merger of Beerenberg Holdco I AS that took place after the reporting date.
Earnings per share is 0,00029 for 2017 compared to -0,00028 for 2016.
Basic earnings per share are based on the profit/loss attributable to ordinary shares and on the weighted average number of ordinary shares outstanding. Diluted earnings per share are identical as there is no dilutive effect.
This fund includes all foreign exchange differences related to the conversion of financial statements from foreign subsidiaries.
This fund includes changes to market value of derivatives designated as hedging instruments.
(Amounts in NOK 1000)
The company is obliged to operate an occupational pension scheme in accordance with the Norwegian act on mandatory occupational pensions. The company's pension schemes satisfy the provisions of this act.
CEO and other defined other key personell have an additional pension scheme agreement which amounts to 10 % of salary for CEO, 4% of salary for Group Executive management, and 3 % for other members of this pension scheme.
| Pension obligations has the following composition | 2017 | 2016 |
|---|---|---|
| Obligations related to extended pension scheme | 10 145 | 8 594 |
| Total pension obligations | 10 145 | 8 594 |
| Pension cost in consolidated income statement has the following composition | 2017 | 2016 |
| Pension cost extended pension scheme | 2 040 | 2 156 |
| Pension cost mandatory occupational pension | 11 300 | 14 465 |
| Pension cost AFP scheme | 11 374 | 14 969 |
| Total pension cost in consolidated pension cost | 24 714 | 31 590 |
(Amounts in NOK 1000)
| DIRECTORS' FEES | 2017 |
|---|---|
| Chairman Ketil Lenning | 400 |
| Lars Marcusson | 215 |
| Marcus Planting-Bergloo | 195 |
| Svein Eggen | 195 |
| Sebastian Ehrnrooth | 175 |
| Total for board members elected by shareholders | 1 180 |
| Finn Kydland | 53 |
| Andre Simonsen | 53 |
| Tore Kjell Jørgensen (deputy member) | - |
| Sigbjørn Grønhaug (observer) | 11 |
| Ståle Andreas Hovdekleiv (observer) | 9 |
| Total for board members elected by employees * | 125 |
* This applies to directors' fees for board positions in subsubsidiary Beerenberg Corp AS.
| Other | |||
|---|---|---|---|
| 2017 | Position | Salary | Compensations |
| Morten Walde | CEO | 2 819 | 71 |
| Arild Apelthun | CFO | 2 075 | 32 |
| Tore Angelskår | CEO | 2 019 | 72 |
| Benarx Solutions AS |
Pensions are not included in the table above. Group Executive management and CEO have an additional pension scheme agreement which amounts to 10 % of salary for CEO, and 4 % of salary for Group Executive management. The CEO has an agreement that guarantees salary payments for up to 18 months if the employer were to terminate his employment. A non-compete clause also apply to the CEO in the same period. No other bonuses, severance or options than described here are given to the board of directors or management.
In addition to ordinary salaries, key employees benefit from free telephones, broadband and mandatory contribution-based pensions. Everyone is paid a fixed salary, and no overtime payments are made. The key principles for setting management salaries at Beerenberg are that the company should be able to offer competitive terms. This relates to the combination of salaries, benefits in kind and pension schemes. The company operates in an international environment, a fact that is emphasised and reflected when setting the level of remuneration. When setting remuneration for 2018, the company will apply the same policy as in 2017. This entails being a competitive employer who attracts necessary expertise and capacity. The company also wishes to retain expertise and encourage long-term employment relationships. In respect of salary levels, the company aims to be in the high to average range in relation to comparable companies in order to attract competent personnel.
(Amounts in NOK 1000)
The Group has provided a joint bank guarantee for all the companies in the Group. In some cases, the Group will provide bank guarantees to customers when entering into large fixed price contracts. As at 31.12.17, the guarantees totalled 65 296, compared to 74 730 as at 31.12.16.
A tax withholding guarantee of 42 200 has also been provided to the Bergen tax office as at 31.12.17, compared to 50 200 as at 31.12.16.
The Group has warranty liabilities relating to maintenance contracts. Warranty periods may last for three to five years after an annual programme has been completed. New-build and modifications contracts are generally subject to a two to three year warranty after the completion certificate has been issued.
Guarantee liabilities are assessed continuously per individual project that has guarantees provided. However, as it is difficult to estimate the probability that a warranty claim will arise per project and how much cost this would entail, there are also made an assessment of the overall uncertainty on Group level (IAS 37.24)
A provision for for warranty liabilities has been made of 14 000 as at 31.12.2017. Corresponding liability for 31.12.2016 was 13 000.
Incurred warranty costs in 2017 was 509, compared to 805 in 2016. (2016 warranty cost has been updated after a review of classification of costs).
(Amounts in NOK 1000)
| Other Short term liabilities | 2017 | 2016 |
|---|---|---|
| Accrued holiday pay | 67 539 | 78 802 |
| Deferred revenue | 22 723 | 47 539 |
| Project provisions and provisions for accrued salaries | 92 937 | 148 511 |
| Total other short term liabilities | 183 200 | 274 852 |
(Amounts in NOK 1000)
| Total leasing liabilities for irrevocable operating leases | 2017 | 2016 |
|---|---|---|
| Leases falling due within one year | 14 840 | 16 172 |
| Leases lasting from one to five years | 41 756 | 44 951 |
| Leases lasting more than five years | 22 564 | 33 205 |
| Total | 79 160 | 94 328 |
| Lease and sublease agreements recognised in income statement | 2017 | 2016 |
| Minimum rent | ||
| Variable rent | ||
| Subleases | 38 | 905 |
| Total | 38 | 905 |
The irrevocable operational leases stated above relates to the leasing of premises.
Other lease expenses, that are revocable, mostly comprise leasing of miscellaneous production equipment. There are no purchase options on property or equipment, and equipment may not be subleased. Variable rent does not form a substantial part of the lease expenses.
The production of insulation products at the Group's facility at Os was decided to be closed down from second quarter of 2016. As of 31.12.2017, a provision equal to remaining lease obligations of facilities that will be without production activity is made. The amount is 1 920. This is not deducted in the overview of future lease obligations above.
(Amounts in NOK 1000)
The Group's projects are largely long-term contracts awarded as the result of a tender. According to IAS 18.21 the percentage of completion method is applied and and revenue is recognized in the periods in which services are provided. The value of work performed during the period are estimated based on physical progress recorded after a detailed inspection or the number of hours of work performed.
Circumstances and information may change in subsequent periods, and final outcomes may be better or worse than the assessment made at the time the financial statements were
prepared. In the Group's opinion, there are no projects as at 31.12.17 with uncertainties relating to estimates that may be of significant importance to the consolidated figures.
From time to time, the Group becomes involved in various disputes in its course of business. Provisions have been made to cover expected losses resulting from such disputes to the extent that negative outcomes are probable and reliable estimates can be produced. The final outcome of such cases will always contain elements of uncertainty, and may result in liabilities exceeding the recognised provisions.
(Amounts in NOK 1000)
In 2017 Group Contribution of 500 was paid to parent company Beerenberg Invest AS, and Group Contribution of 300 was paid to parent company Beerenberg Holdco I AS. Furthermore, two short term loans given to parent companies Beerenberg Holdco I AS and Beerenberg Invest AS totalling 608 was repaid. Other than this, no related parties transactions were conducted in 2017.
(Amounts in NOK 1000)
AS at 31.12.17 the Group consist of the following 8 companies; Beerenberg Holdco II AS, Beerenberg Holding AS, Beerenberg Corp AS, Bouvet Industries AS, Benarx Solutions AS, Benarx Solutions Poland Sp. z o.o, Benarx Asia Pacific PTE. LTD and Benarx Korea Ltd.
| Company | Parent Company | Ownership interest |
|---|---|---|
| Beerenberg Holding AS | Beerenberg Holdco II AS | 100 % |
| Beerenberg Corp AS | Beerenberg Holding AS | 100 % |
| Bouvet Industries AS | Beerenberg Corp AS | 100 % |
| Benarx Solutions AS | Beerenberg Corp AS | 100 % |
| Benarx Solutions Poland Sp. z o.o | Benarx Solutions AS | 100 % |
| Beerenberg Asia Pacific PTE. LTD | Benarx Solutions AS | 100 % |
| Benarx Korea Ltd | Benarx Solutions Poland Sp. z o.o | 100 % |
Bouvet Industries AS registered office is at Bedriftsvegen 10, Skien. Benarx Pacific Asia's registered office is in Singapore. Benarx Solutions Poland Sp. Z o.o's registered office is in Poland, Benarx Korea Ltd's registered office is in Korea. The other companies has registered office at Kokstaddalen 33, Bergen. The voting share in the subsidiary companies is identical to the ownership share. Refer to note 30 regarding merger of Beerenberg Holdco I AS and Beerenberg Invest AS that took place after the reporting date.
Market
The Group entered in 2014 into an interest rate swap agreement to secure the cash flows related to long-term loans, where the loan terms are 3 months Nibor margin. The contract involve an exchange of 3-month Nibor to the fixed rates set forth below for current principal in the maturity of the agreement.The fair value of interest rate swap is classified as non-current liability since the remaining maturity of the hedged item (loan) is more than 12 months.Change in value of contracts are recognized in other comprehensive income. Interest rate swaps are valued according to level 2 of the valuation hierarchy (IFRS 13), ie the value derived from observable factors such as market interest rates.
The interest rate swap agreement were agreed by settling previously entered into agreements from 2014, and incorporating market value of these agreements into the conditions for the new agreement entered into 15.03.2017. The interest rate swap agreements entered into in 2014 had at this point a negative market value of 15 340. As the interest swap was entered into with a negative market value, this effect is spread over the maturity of the interest swap. The change in market value in 2017 that is as a result of "repayment" of negative opening value is 2 205. The remaining change in market value is accounted for in statement of other comprehensive income.
There is no ineffectiveness related to cash-flow hedging recorded in the profit and loss statement.
| Date of | Principal | Fixed | Variable | value as of | Fair Value | ||||
|---|---|---|---|---|---|---|---|---|---|
| Bank | Agreement | agreement | Maturity | amount | interest | interest | Classification | 31.12.17 | 31.12.17 |
| Danske Bank | 47234512FO BF7GV |
15.03.2017 | 15.03.2017– 24.02.2021 |
600 000 | 2,14 % | 3 mnth Nibor | Long term | -18 923 | -18 923 |
| 2016 | Market | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Date of | Principal | Fixed | Variable | value as of | Fair Value | ||||
| Bank | Agreement | agreement | Maturity | amount | interest | interest | Classification | 31.12.16 | 31.12.16 |
| Danske Bank | 39652279FO 03266 |
15.12.2014 | 29.12.2014– 27.06.2018 |
800 000 | 2,32 % | 3 mnth Nibor | Long term | -14 944 | -14 944 |
(Amounts in NOK 1000)
The tables provide information about the contractual terms relating to the Group's interest-bearing loans measured at amortised cost. For more information about the Group's interest rates, currencies and liquidity risk, please see the section on financial risk management and exposure in the chapter on accounting principles.
| Spread over | ||||
|---|---|---|---|---|
| Loans: | Book value | NIBOR | Due | Terms of interest |
| Multicurrency overdraft limit 150 000 * | - | 1,8 % | 24.02.2021 | NIBOR+Margin* |
| Financial leases | 11 408 | 1,0 - 3,5 % | 2017-2018 | NIBOR+Margin |
* In addition it is a commitment fee of 0.40 % of margin.
| Spread | |||||
|---|---|---|---|---|---|
| Loans: | Book value | over NIBOR | Fair Value | Due | Terms of interest |
| Bond (Senior Secured Callable Bond Issue 2017/2021) * | 836 175 | 6,50 % | 850 000 | 24.02.2021 | 3 mnd NIBOR+Margin |
* Fair value is calculated from trading price for bonds as at 21.12.2017, the last day of transactions of these bonds in 2017, however limited to face value of the Bond (trading price was 1,03).
The Bond was issued at 24 February 2017, at the same time the old Bond Issue which was placed 27.06.2014 was reedemed.
The Group has covenants related to the Super senior multicurrency revolving facility agreement with Danske Bank.
Current covenants relates to: Leverage (Net Debt / EBITDA) This ratio can at most be 9.
The Group has adhered to current covenants in 2017.
(Amounts in NOK 1000)
The Group has provided security for its arrangement with Danske Bank. The tables below provide an overview of the arrangement and the book value of the assets set up as security.
The Group has produced joint bank guarantee for all the companies in the group. The Group's guarantee liability pertains to contract guarantees for such guarantees and to guarantees to the authorities. As at 31.12.17, the guarantees totalled 107 496
| 31.12.2017 | 31.12.2016 |
|---|---|
| 107 496 | 124 930 |
| 7 200 | 451 |
| 847 583 | 904 786 |
| 962 280 | 1 030 167 |
| 175 193 | 168 989 |
| 33 776 | 35 021 |
| 337 846 | 416 186 |
| 546 814 | 620 196 |
(Amounts in NOK 1000)
At the 28th of December, the purchase of 100 % of the shares in the company Vetlesen Stillas AS organization number 974.472.902, now renamed Bouvet Industries, by the Group Company Beerenberg Corp. AS was finalized. Bouvet Industries is a Company which main business is building and rental of scaffolding and associated services. The Company is based in Skien, Norway.
The rationale for the Acquisition is to implement the Groups project execution models to further develop the company and take advantage of synergies and to gain a foothold in the in the Grenland Industry Area.
The payment for the equity was MNOK 30, and Cash received from Bank Accounts in Bouvet Industries are MNOK 1. Main assets in Bouvet are Fixed assets of MNOK 26 (mainly Scaffolding) and Accounts Receivables of MNOK 18. Main liabilities are Financial lease loans of MNOK 11, Social Security, VAT and other tax liabilities of MNOK 7, and other current liabilities of MNOK 5.
Bouvet Industries, has been fully consolidated in the Group figures with regards to the Consolidated Statement of Financial Position, however no elements from the Income Statement of Bouvet Industries has been included in the 2017 Group figures as the acquisition took place at Year End 2017. If the acquisition had taken place at the beginning of the reporting period, at 01.01.2017, the Operating Revenue in the Group would have been increased by MNOK 82, and Earnings before Interest and Taxes would have been increased by MNOK 8
A Purchase Price Allocation analysis in connection to the acquisition has been carried out. The conclusion is an allocation of excess value to Customer Relationship of MNOK 8 and to Goodwill of MNOK 7. The estimation of value of Customer Relationship is based on expected revenues from 3 large customers where continuous sales are reasonable certain.
In order to simplify the Group Structure the parent companies Beerenberg Holdco I AS and Beerenberg Invest AS, was merged with Beerenberg Holdco II AS in February 2018 with tax effect from 01.01.2018. This was conducted as a reversed merger with Beerenberg Holdco II AS as the acquiring company. Beerenberg Holdco I AS, and Beerenberg Invest AS have been holding companies where only assets of significance were shares in subsidiary. Furthermore, there were no liabilities in these two holding companies. Therefore this merger does materially not change the Consolidated Statement of Financial Position.
ANNUAL ACCOUNTS 2017
| (Amounts in NOK 1 000) | Note | 2017 | 2016 |
|---|---|---|---|
| Operating expenses | |||
| Other operating expenses | 7 | 1 318 | 621 |
| Total operating expenses | 1 318 | 621 | |
| Operating result | -1 318 | -621 | |
| Intragroup interest income | 141 | 1 361 | |
| Other interest income | 58 | 0 | |
| Other finance income | 255 797 | 214 910 | |
| Intragroup interest costs | 5 765 | 5 126 | |
| Other interest costs | 69 490 | 64 980 | |
| Other finance costs | 30 322 | 6 003 | |
| Net financial items | 8, 9 | 150 419 | 140 162 |
| Ordinary result before tax | 149 101 | 139 541 | |
| Tax | 6 | 35 295 | 34 788 |
| Annual profit | 113 806 | 104 752 | |
| The annual profit/loss is attributable to: | |||
| Other equity | 4 | 113 806 | 104 752 |
| Annual profit | 113 806 | 104 752 | |
| Basic earnings per share and diluted earnings per share for 267.300.000 shares | 3 | 0,00043 | 0,00039 |
Diluted earnings per share are identical as there is no dilutive effect.
The accompanying notes 1-10 are an integral part of these financial statements.
ANNUAL ACCOUNTS 2017
| Amounts in NOK 1,000 | Note | 2017 | 2016 |
|---|---|---|---|
| Annual profit | 113 806 | 104 752 | |
| Other revenue and expenses | |||
| Change in value of derivatives | 9 | -5 627 | 4 676 |
| Total Statement of Comprehensive income | 108 179 | 109 428 | |
| The statement of Comprehensive income is attributable to: | |||
| Shareholders | 108 179 | 109 428 | |
| Total Statement of Comprehensive income | 108 179 | 109 428 |
Other revenue and expenses is after tax and will be reversed in the income statement.
The accompanying notes 1–10 are an integral part of these financial statements
| (Amounts in NOK 1,000) | Note | 31.12.2017 | 31.12.2016 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Intangible assets | |||
| Deferred tax asset | 6 | 6 549 | 0 |
| Total intangible assets | 6 549 | 0 | |
| Financial non-current assets | |||
| Investments in subsidiaries | 1 | 1 257 646 | 1 257 646 |
| Total financial non-current assets | 1 257 646 | 1 257 646 | |
| Total non-current assets | 1 264 195 | 1 257 646 | |
| CURRENT ASSETS | |||
| Receivables | |||
| Other current receivables | 1 | 255 797 | 208 880 |
| Total receivables | 255 797 | 208 880 | |
| Total current assets | 255 797 | 208 880 | |
| Total assets | 1 519 922 | 1 466 526 |
ANNUAL ACCOUNTS 2017
| (Amounts in NOK 1 000) | Note | 31.12.2017 | 31.12.2016 |
|---|---|---|---|
| EQUITY | |||
| Paid-in capital | |||
| Share capital | 26 730 | 26 730 | |
| Share premium | 240 310 | 240 310 | |
| Total paid-in capital | 267 040 | 267 040 | |
| Retained earnings | |||
| Other equity | 332 806 | 224 628 | |
| Total retained earnings | 332 806 | 224 628 | |
| Total equity | 3, 4 | 599 846 | 491 668 |
| LIABILITIES | |||
| Deferred tax | 6 | 0 | 1 263 |
| Other non-current liabilities | |||
| Bond | 5 | 836 175 | 903 987 |
| Derivatives | 9 | 18 923 | 14 944 |
| Total other non-current liabilities | 855 098 | 918 931 | |
| Current liabilities | |||
| Liabilities to credit institutions | 1, 2 | 16 045 | 13 367 |
| Tax payable | 6 | 41 887 | 35 792 |
| Other current liabilities | 7 115 | 5 505 | |
| Total current liabilities | 65 047 | 54 664 | |
| Total liabilities | 920 145 | 974 858 | |
| Total equity and liabilities | 1 519 922 | 1 466 526 |
The accompanying notes 1-10 are an integral part of these financial statements.
Beerenberg Holdco II AS board of directors
Chairman
Ketil Lenning Sebastian Ehrnrooth Svein Eggen
Lars Marcusson Marcus Planting-Bergloo Morten H. Walde CEO
BEERENBERG HOLDCO II AS
ANNUAL ACCOUNTS 2017
| (Amounts in NOK 1 000) | Note | 2017 | 2016 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Result for the period before tax | 149 101 | 139 541 | |
| Tax paid for the period | 6 | -35 352 | -3 406 |
| Change in other accruals | 16 141 | -5 501 | |
| Net cash flow from operating activities | 129 890 | 130 634 | |
| Cash flows from investment activities | |||
| Investments in subsidiaries | 0 | 108 996 | |
| Net cash flow from investment activities | 0 | 108 996 | |
| Cash flows from financing activities | |||
| Incoming payment of new long-term debt | 1 | -5 120 | 5 120 |
| Repayments of long term loans | 5 | -80 531 | 0 |
| Payments from purchasing of treasury bonds | 0 | -132 000 | |
| Payment of Group contribution | 8 | 208 880 | 78 720 |
| Group contribution booked as finance income | 8 | -255 797 | -208 880 |
| Net cash flow from financing activities | -132 568 | -257 039 | |
| Net change in cash and cash equivalents | -2 679 | -17 410 | |
| Cash and cash equivalents per 01.01. | -13 367 | 4 043 | |
| Cash and cash equivalents 31.12. | -16 045 | -13 367 | |
The accompanying notes 1–10 are an integral part of these financial statements
The financial statements have been prepared in accordance with the regulation on simplified adoption of IFRS (International Financial Reporting Standards). The annual financial statements were authorised for issue by the board of directors on 18 April 2018.
Assets intended for long-term ownership or use are classified as non-current assets. Assets associated with the circulation of goods are classified as current assets. Receivables are classified as current assets if they fall due within one year. Analogue criteria are applied to liabilities. However, repayments of non-current receivables and non-current liabilities made in the first year are not classed as current assets or current liabilities.
The tax liability in the income statement comprises both tax payable and changes in deferred tax for the period. Deferred tax is calculated at the prevailing tax rate on the basis of the temporary differences between book value and taxable value and on any tax loss carryforward at the end of the financial year. Tax-increasing and tax-reducing temporary differences that are reversed or may be reversed in the same period have been offset.
Subsidiaries are measured using the cost method in the separate financial statements. Investments are valued at the historical cost of the shares unless depreciation has become necessary. They are depreciated to fair value when the fall in value is due to circumstances that cannot be assumed to be temporary and it is deemed necessary in accordance with generally accepted accounting practices. Write-downs are reversed when the basis for a write-down is no longer present.
Any dividends received are in principle recognized as income, however dividends that exceed retained earnings after purchase are recognized as a reduction in the original cost. Dividends / Group contributions from subsidiaries are recognized in the same year that the subsidiary makes the provision.
Liabilities are recognized at their fair value when the loan is paid out, less transaction costs. In subsequent periods the loan is recognized at amortised cost using the effective rate of interest.
The Company initially recognizes loans, receivables and deposits on the date of acquisition. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when the Company transfers the contractual rights in a transaction where substantially all the risks and rewards of ownership of the financial asset are transferred. All rights and liabilities in transferred financial assets that are created or retained as a result of the transfer are recognized separately as assets or liabilities.
Financial assets and liabilities are offset if the Company is legally entitled to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Offset amounts are presented net in the statement of financial position.
The Company holds a limited number of financial derivative instruments to hedge its foreign currency, interest rate and market risk exposures. Derivatives are recognized initially at fair value. Changes in fair value are recognized in profit or loss, except for hedging instruments that meet the criteria for hedge accounting.
The Company's criteria for classifying a derivative instrument as a hedging instrument follow the requirements of IAS 39 and are as follows:
Hedging instruments classed as cash flow hedges offset variations in cash flows caused by changes in exchange rates, interest rates and market values. For cash flow hedges that meet the criteria for hedge accounting, all gains and
losses on the effective part of the contract are recognized in comprehensive income, while those on the ineffective part are recognized in the income statement under finance income or finance cost.
Financial derivatives with a positive market value are classed as current assets if the remaining life of the hedged item is shorter than one year and as non-current assets if the remaining life of the hedged item is longer than one year. Financial derivatives with a negative market value are classed as current liabilities if the remaining life of the hedged item is shorter than one year and as non-current liabilities if the remaining life is longer than one year.
Variable rate loans pose an interest rate risk to the Group's cash flows. The Group is exposed to interest rate risks relating to debts. Interest rate risks are continually reviewed by looking at potential refinancing, alternative financing and hedging. The Company has entered into an interest swap, see also Notes 5 and 9.
(Amounts in NOK 1000)
| SUBSIDIARY: | Ownership interest / | Equity last year | Profit/loss last year | |
|---|---|---|---|---|
| Registered office | Voting share | 100 % | 100 % | |
| Beerenberg Holding AS | Bergen | 100 % | 740 910 | 0 |
| INTRAGROUP BALANCES ETC.: | ||||
| Other current receivables | 2017 | 2016 | ||
| Benarx Solutions AS | 60 735 | 48 706 | ||
| Beerenberg Corp. AS | 190 323 | 160 173 | ||
| Bouvet Industries AS | 4 739 | 0 | ||
| Total | 255 797 | 208 880 | ||
| Other current liabilities | 2017 | 2016 | ||
| Beerenberg Corp. AS | 16 045 | 13 367 | ||
| Beerenberg Holding AS | 0 | 5 120 | ||
| Total | 16 045 | 18 487 |
Note 2 Restricted funds
The company has no restricted funds as of 31.12.2017.
(Amounts in NOK 1000)
The share capital of NOK 26 730 comprises 267.300.000 shares, each with a value of NOK 0.0001.
The Company's shareholder as at 31.12.2017 was:
| Shareholder | Shares | Ownership interest | Voting share |
|---|---|---|---|
| Beerenberg Holdco I AS | 267.300.000 | 100 % | 100 % |
| Total | 267.300.000 | 100 % | 100 % |
Earnings per share were 0.00042 in 2017 compared to 0.00039 in 2016.
Earnings per share are based on the profit/loss attributed to ordinary shares and on the weighted average number of ordinary shares outstanding.
Earnings per share and diluted earnings per share are identical, as there are no shares that may give rise to dilution.
| Share capital | Share premium | Other equity | Total | |
|---|---|---|---|---|
| Equity as of 01.01.2017 | 26 730 | 240 310 | 224 628 | 491 668 |
| Profit/loss for the year | 0 | 0 | 113 806 | 113 806 |
| Other comprehensive income for the year | 0 | 0 | -5 627 | -5 627 |
| Equity as of 31.12.2017 | 26 730 | 240 310 | 332 806 | 599 846 |
| Liabilities secured by collateral etc. | 2017 | 2016 |
|---|---|---|
| Bond (Senior Secured Callable Bond Issue 2017/2021) | 836 175 | 903 987 |
| Total | 836 175 | 903 987 |
Nominal bond issue is 850 000. The bond issue is recorded at amortised cost of 836 175.
The subsidiaries Beerenberg Corp. AS and Beerenberg Holding AS are jointly and severally liable together with the parent Company Beerenberg Holdco II AS for bonds acquired by Beerenberg Holdco II AS.
The figures in the table show the maturity structure in nominal increments for the Company's interest-bearing debts, including interest payments on recognized liabilities as at 31.12:
| Book value | Fair value | Under 6 months | 6–12 months | 1–2 years | 2–5 years | |
|---|---|---|---|---|---|---|
| Bond | 836 175 | 850 000* | 31 153 | 31 153 | 62 305 | 922 689 |
* Fair value is calculated from trading price for bonds as at 21.12.2017, the last day of transactions of these bonds in 2017, however limited to face value of the Bond (trading price was 1,03).
The interest rate is 3 months' NIBOR plus a 6.5 percentage point spread.
The Group has covenants related to the Super senior multicurrency revolving facility agreement with Danske Bank.
Current covenants relate to: Leverage (Net Debt / EBITDA) This ratio must be under 9.
The company complied with existing covenants in 2017.
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| Net debt | 2017 | 2016 |
|---|---|---|
| Cash and cash equivalents | 58 | 0 |
| Borrowings – repayable within one year (including overdraft) | -16 103 | -18 487 |
| Borrowings – repayable after one year | -855 098 | -918 931 |
| Net debt | -871 143 | -937 418 |
| Cash | 58 | 0 |
| Gross debt – fixed interest rates | -852 278 | -922 474 |
| Gross debt – variable interest rates | -18 923 | -14 944 |
| Net debt | -871 143 | -937 418 |
| OTHER ASSETS | LIABILITIES FROM FINANCING ACTIVITIES | |||
|---|---|---|---|---|
| Cash/bank overdraft |
Borrowings due within 1 year |
Borrowings due after 1 year |
Total | |
| Net debt as of 31.12.2016 | -13 367 | -5 120 | -918 931 | -937 418 |
| Cash flows | -2 679 | 5 120 | 80 531 | 82 972 |
| Foreign exchange adjustments | 0 | 0 | 0 | 0 |
| Other non-cash movements | -16 698 | -16 698 | ||
| Net debt as of 31.12.2017 | -16 045 | 0 | -855 098 | -871 143 |
| Note 6 | Tax | |
|---|---|---|
| (Amounts in NOK 1000) | ||
| Calculation of deferred tax / deferred tax assets | 2017 | 2016 |
| Temporary differences through profit/loss | ||
| Accrued borrowing costs | 13 825 | 9 013 |
| Liabilities | -18 923 | -4 819 |
| Derivatives | 3 410 | 14 944 |
| Precluded interest deduction to be carried forward | -17 807 | -12 183 |
| Net temporary differences | -19 495 | 6 955 |
| Basis for deferred tax / tax assets | -19 495 | 6 955 |
| 23%/24% deferred tax through profit/loss | -4 484 | 1 669 |
| Temporary differences through Other Comprehensive Income (OCI) | ||
| Derivatives | -8 977 | -1 691 |
| Net temporary differences | -8 977 | -1 691 |
| Basis for deferred tax / tax assets | -8 977 | -1 691 |
| 23%/24% deferred tax assets through OCI | -2 065 | -406 |
| Deferred tax in the statement of financial position | -6 549 | 1 263 |
| Distribution of tax expense | 2017 | 2016 |
|---|---|---|
| Tax payable in the statement of financial position | 41 887 | 35 792 |
| Corrections to previous years | -439 | 0 |
| Total tax payable in tax expense | 41 448 | 35 792 |
| Change in deferred tax through profit/loss | -6 348 | -934 |
| Change in deferred tax as a result of change in tax rate | 195 | -70 |
| Tax expense through profit/loss | 35 295 | 34 788 |
| Change in deferred tax/deferred tax assets through OCI | -1 659 | -1 581 |
| Change in deferred tax through OCI as a result of change in tax rate | 90 | 17 |
| Tax expense through OCI | -1 569 | -1 564 |
| Payable tax in the balance sheet | 41 887 | 35 792 |
(Amounts in NOK 1000)
The Company had no employees in 2017 and is not obliged to operate an occupational pension scheme under the Act on Obligatory Occupational Pensions.
No remuneration was paid to the CEO or members of the board of directors in 2017.
The sums stated are exclusive of VAT.
| Finance income | 2017 | 2016 |
|---|---|---|
| Group contribution from Beerenberg Corp. AS | 190 323 | 160 173 |
| Group contribution from Benarx Solutions AS | 60 735 | 48 706 |
| Group contribution from Bouvet Industries AS | 4 739 | 0 |
| Intragroup interest income | 141 | 1 361 |
| Gains from buying treasury Bonds | 0 | 6 030 |
| Other finance income | 58 | 0 |
| Total finance income | 255 996 | 216 270 |
| Finance costs | 2017 | 2016 |
| Intragroup interest costs | 5 765 | 5 126 |
| Interest costs Bond and other interest costs | 69 490 | 64 983 |
| Loss from purchase of own bonds | 17 603 | 0 |
| Accrued refinancing fee | 12 719 | 6 000 |
| Total finance costs | 105 577 | 76 109 |
(Amounts in NOK 1000)
| 2017 | 2016 | |
|---|---|---|
| Cash flow hedge (interest rate swap) | -18 923 | -14 944 |
| Total fair value | -18 923 | -14 944 |
The Company has an interest rate swap with a nominal value of 600 000. The Company is swapping variable interest for fixed interest at 2.135 %. The fair value of the interest swap has been calculated by the Group's bank. The interest rate swap runs until February 2021. The interest rate swap still qualifies for hedge accounting following the repayment of the old bond issue, and replacement by a new bond issue in first quarter of 2017.
The interest swap is deemed to effectively reduce interest rate risk, thus satisfying the criteria for hedge accounting.
The interest swap is valued in accordance with Level 2 of the valuation hierarchy (IFRS 13), i.e. the value is derived from observable factors such as market interest rates.
Change in fair value of the cash flow hedge net after tax is recorded in Other Comprehensive Income.
| 2017 | 2016 | |
|---|---|---|
| Change in fair value through other comprehensive income | 7 197 | 6 241 |
| Tax effect | -1 569 | -1 564 |
| Net change in fair value through other comprehensive income | 5 627 | 4 676 |
Interest payments of 2 046 relating to the interest swap were expensed in 2016.
| As at 31.12. - Assets | Deposits, receivables and cash |
Assets at fair value through profit/loss |
Derivatives used for hedging |
Financial assets available for sale |
Total |
|---|---|---|---|---|---|
| Receivables | 255 797 | 255 797 | |||
| Cash and cash equivalents | 0 | 0 | |||
| Total | 255 797 | 0 | 0 | 0 | 255 797 |
| Financial | Liabilities at fair |
| As at 31.12. - Liabilities | liabilities carried at amortised cost |
value through profit/loss |
Derivatives used for hedging |
Other financial liabilities |
Total |
|---|---|---|---|---|---|
| Derivatives used for cash flow hedging | 18 923 | 18 923 | |||
| Loans excl. statutory liabilities | 843 290 | 843 290 | |||
| Total | 843 290 | 0 | 18 923 | 0 | 862 213 |
(Amounts in NOK 1000)
In order to simplify the Group Structure the parent companies Beerenberg Holdco I AS and Beerenberg Invest AS, was merged with Beerenberg Holdco II in February 2018 with tax effect from 01.01.2018. This was conducted as a reversed merger with Beerenberg Holdco II as the acquiring company. Beerenberg Holdco I AS, and Beerenberg Invest AS have been holding companies where only assets of significance were shares in subsidiary. Furthermore, there were no liabilities in these two holding companies. Therefore this merger does materially not change the statement of financial position for Beerenberg Holdco II AS.
To the General Meeting of Beerenberg Holdco II AS
Report on the Audit of the Financial Statements
We have audited the financial statements of Beerenberg Holdco II AS. The financial statements comprise:
In our opinion:
We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The Groups business activities are largely unchanged compared to last year. We have not identified regulatory changes, transactions or other events that qualified as new Key audit matters for our audit of the 2017 financial statements. In this light, our areas of focus have been the same in 2017 as the previous year.
PricewaterhouseCoopers AS, Sandviksbodene 2A, Postboks 3984 - Sandviken, NO-5835 Bergen T: 02316, org.no.: 987 009 713 VAT, www.pwc.no State authorised public accountants, members of The Norwegian Institute of Public Accountants, and authorised accounting firm
Per 31.12.2017 the Group's goodwill had a carrying value of TNOK 786,239, and the intangible assets a carrying value of TNOK 73,015. We refer to note 12 in the consolidated financial statements for further information.
We focused on this area due to the size of the amounts and because management's value assessment is based on judgemental assumptions, mainly related to future cash flows and the discount rate.
We have reviewed management's model and impairment assessments for the cash generating units where goodwill and intangible assets were allocated. We found that the model calculated mathematically correct and was based on recognized principles.
We assessed that the discount rate was reasonable by comparing the individual elements in the discount rate to our own expectations and the expectations of the market.
Further, we challenged management's assumptions related to future cash flows by comparing them to the budgets adopted by the Board of Directors and the strategy plan for the group's various cash generating units. Long-term growth in the model has been compared to the market's expectation of long-term inflation. We found the assumptions were aligned with the budget, the strategy plans and the market's expectation of long-term inflation.
We have challenged management's historical accuracy by comparing previous years assumptions related to actual results in the related years. We found no material deviations between the assumptions used in previous years and the actual results for the related years.
Earned, not invoiced income constitutes TNOK 102,290. We refer to note 15 and 23 in the consolidated financial statements for more information
We focused on earned, not invoiced income due to the size of the amounts and the fact that management's estimates are based on judgemental assumptions.
We understood and evaluated the company's controls related to earned, not invoiced income. The assumptions included in the calculations of earned, not invoiced income are the terms from and understanding of the customer contracts.
We read a sample of customer contracts and agreed that the assumptions from the contracts were appropriately reflected in the calculations.
To challenge the assumptions which form the basis for the estimates we interviewed management. We assessed management's explanations to underlying customer contracts and documentation. Among other procedures, we assessed management's historical accuracy by comparing prior year's assumptions related to earned, not invoice income to what was actually invoiced in the subsequent year. We found that previous years earned, not invoiced income, in all material respects was invoiced in the subsequent years.
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Independent Auditor's Report - Beerenberg Holdco II AS
Management is responsible for the other information. The other information comprises the Board of Directors' report, statements on Corporate Governance and Corporate Social Responsibility, but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director (management) are responsible for the preparation in accordance with law and regulations, including fair presentation of the financial statements of the parent company in accordance with simplified application of international accounting standards according to the Norwegian Accounting Act section 3-9, and for the preparation and fair presentation of the financial statements of the group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report and in the statements on Corporate Governance and Corporate Social Responsibility concerning the financial statements and the going concern assumption is consistent with the financial statements and complies with the law and regulations.
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In this report some terms are used that are not defined in IFRS, but are terms commonly used by analysts, investors and others in the business sector. Below these terms are defined.
The order backlog consists of sales value of contracts signed. As a significant part of Beerenberg's revenue is related to framework agreements it also includes the estimated value of expected future sales value on framework agreements.
Operating profit (EBIT) + Depreciation and Impairment
EBITDA MARGIN (%) EBITDA / Revenue
EBIT Operating profit (before financial items and taxes)
Operating result / Operating Revenue
NET MARGIN (%) Net Profit / Operating Revenue
Total current assets – Cash at bank / Total short-term liabilities less tax payable
The number of fatalities and lost time injuries occurred per 1 million man-hours worked
Is the number of fatalities, lost time injuries, injuries with alternative work and injuries requiring medical treatment by a medical professional per million man-hours worked
BEERENBERG T +47 55 52 66 00 E [email protected] | Visitors address Kokstaddalen 33 P.O.Box 273 Slåtthaug, N-5851 Bergen, Norway
beerenberg.com
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