Annual Report • May 30, 2022
Annual Report
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ANNUAL REPORT 2021
www.geoff.no
| ANNUAL REPORT 3 | |
|---|---|
| RESULTS 3 | |
| VESSELS 3 | |
| FINANCING AND LIQUIDITY 3 | |
| COVID-19 4 | |
| GOING CONCERN 4 | |
| EXTERNAL ENVIRONMENT 5 | |
| COMMUNITY RESPONSIBILITY 5 | |
| CORPORATE GOVERNANCE 5 | |
| THE COMPANY AND ITS SHAREHOLDERS 6 | |
| RESULT PARENT COMPANY 6 | |
| STATEMENT FROM THE BOARD AND CEO 7 | |
| PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME - GROUP 9 | |
| CASH FLOW – GROUP 12 | |
| STATEMENT OF CHANGES IN EQUITY - GROUP 13 | |
| NOTES 14 | |
| PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME - PARENT 28 | |
| BALANCE SHEET 30 | |
| CASH FLOW 32 | |
| STATEMENT OF CHANGES IN EQUITY 33 | |
| NOTES 34 | |
| AUDITORS REPORT FEIL! BOKMERKE ER IKKE DEFINERT. |
The Group's revenue for 2021 was NOK 71 188 954, originating from the operations in the Europe segment. The operating result before depreciations and write-downs amounted to NOK – 19 520 415. Net financing was negative with NOK -25 288 803 mainly due to expensed interests.
The Group's profit before tax in 2021 is a deficit of NOK -63 017 195. Booked equity per 31.12.2021 is NOK 77 150 760. The equity ratio is 16 %.
In 2021 cash flows from operational activities are NOK 5 812 591, and NOK -5 215 932 from financing activities. To achieve a high and stable cash flow is a preferred goal for the Group. The difference between operating result and cash flow from operating activities is mainly depreciations and change in short term receiveables and payables.
The Group owns four platform supply vessels (PSV's) (the "Vessels") which are operated and managed by Golden Energy Offshore Management AS in Ålesund, Norway. In 2021 Energy Swan, Energy Empress and Energy Duchess operated in the North Sea. Energy Empress, Energy Duchess and Energy Scout have been in temporary lay-up all or parts of the year.
The finance of the Energy Empress and Energy Duchess is a hybrid hire purchase agreement where two separate BIMCO Barecon 2017 have been entered into with a duration of three years (expiry May 2022) with the Group and each of Energy Empress AS and Energy Duchess AS as co-charterers. Part of the charter hire paid under the Barecon is considered down payments towards the balance purchase price.
In light of the severe downturn in the offshore service market (which has resulted in three of the Group's four vessels having been in temporary layup all or most of 2021), the Board recognizes that the Group needed to improve its liquidity position. After several unsuccessful attempts to improve the equity and liquidity, the board is together with legal advisors to the Group in dialogue with the creditors to improve the situation. The extraordinary general meeting held in February 2021 gave power of attorney to the board of directors for issuance of new shares also against conversion of debts enabling the Group some flexibility in order to find solutions. In 2021 Trade creditors have accepted to convert part of its overdue debt to long term bonds through a bond issuance with security over the vessel Energy Swan, otherwise all efforts made by the group to improve the situation have been unsuccessful.
In addition, the subsidiaries, Energy Empress AS and Energy Duchess AS were obliged under the hire purchase agreements entered into with Nantong Rainbow Offshore & Engineering Equipment Co., Ltd. ("ROC") to make 2nd anniversary lease payments for Energy Empress and Energy Duchess (the "Vessels"); originally in May 2021. Those payments were not made, but the Group managed as reported to agree a deferral with ROC. The balance lease payments are now due and the Group has mandated Fearnley Securities AS and Advokatfirmaet BAHR AS to assist in the refinancing of the balance lease payments. The Group has advised ROC that it expects the refinancing to be successful
by a combination of debt and equity. The market for raising the required financing has substantially improved in May 2022.
The market in 2020 and 2021 was extremely challenging and difficult as a consequence of the outbreak of the Covid-19 virus and the sudden decline in the oil price had a devastating impact on the business of the Group and the market outlook in general with charter rates dropping and an oversupply of vessels as the result and lead to significant market weakness. The market is now significantly improved and the Group has now all 4 vessels operating and see continuing improvement in the market.
Energy Scout was the last vessel activated and the sale efforts for this vessel is put on hold as the Group see positive results also from the operation of this vessel.
The Covid-19 situation continued to severely deteriorate the possibility of employing the Group's vessels throughout the first half of 2021. In the second half of 2021 the market significantly improved and the Group has now in May 4 vessels back in operation. The costs of layup combined with a corresponding dramatic reduction in income has resulted in a challenging situation. The Board has actively pursued various possible solutions without success. However with the shift in the oil-services market the Group expects to be able to refinance the leases with ROC and also improve its working capital position.
The rapid decline in the offshore service market due to Covid-19 and significant reduction in oil price resulted in severe challenges to the Group. The Group has relied on support from trade creditors whilst actively pursuing avenues for a long term solution. The significantly improved outlook for the oil services market seen now in May 2022 results in the Group expecting to find a solution securing the future.
The 2021 annual report is prepared on the assumption of going concern. It has taken much longer than anticipated for the market to normalise and the Group has therefore during the later part of 2020 and into 2021 worked through several measures to strengthen the Groups financials. This work has continued in 2022 and the Group now , as a result of the improved market conditions in general, now expects to achieve the necessary results. The board emphasise that the situation has been very difficult with accumulating trade debts and overdue payments towards the lessor for the Energy Empress and Energy Duchess. Should the expected results from the ongoing processes not give a positive and sustainable financial outcome for the Group there is a material risk that the Group will not be able to maintain as a going concern.
Asset values do not reflect impairment charges that may occur should the Group not be able to continue as a going concern and the assets as a result, is forced.
The Company does not have any employees as per today and buys management services. The crew is part of the services acquired from management companies. The Company has a clear "Anti-Harassment Policy", forbidding any discriminating against anybody because of their background, sex, age, religion or ethnicity. The work environment is considered as good.
To the best of the Board´s knowledge, the Company´s activities have not caused any environmental pollution outside the legal limits set by the authorities of the different trading areas. New and crucial measures are taken in order to increase energy efficiency within all Company's activities with subsequent reduced emissions to the external environment.
The Company is part of the Golden Energy Offshore Group and operates in according to international rules and is fully certified by ISM, ISO 9001, ISO 14001, ISO 45001 and ISO 50001. The Management system that the entire organization is working in is called Golden Energy Offshore Integrated Management System (GIMS) and contains all procedures and policies necessary for the Company to conduct the business in a way that ensures quality in all aspects, safety, is environmentally friendly, energy efficient, and where sustainable operation of all Company activities have the highest focus. Everyone in the organization are trained to use this system. Internal and external audits are conducted on a frequent basis. The management system also contains policies on anti-corruption and anti-harassment.
The Company has a proactive approach to Energy Efficiency and Fuel Management (EEFM) that includes improvement of vessel and voyage efficiencies aimed at controlling EEFM on vessels by the use of auditable, prioritized methodologies. The efficient use of energy should be a fundamental requirement for GEO operated vessels. Energy Efficiency and Fuel Management discusses the systems and procedures necessary for operational efficiency. Company has well documented excellent performance in energy efficiency and reduced emission.
The purpose of Golden Energy Offshore Services AS is derived from the Company´s articles § 3 and is shipping business with related activities. The Company runs all its operations by the Plan – Do – Check – Act (PDCA) methodology, which is secured in the Company´s management system GIMS. In addition, procedures regarding internal controls for risk management is part of the GIMS and is under continuous improvement. The Company´s external auditor is Pricewaterhousecoopers AS (PwC). The auditor is chosen at the Annual meeting.
The group has taken out board liability insurance with the insurance company Tryg. Board liability insurance covers the personal liability of board members and the CEO. The insurance covers property liability.
The Company shall have up to 4 Board members. As of today there are 3 Board Members who are all chosen by the Annual meeting:
Chairman Sten Gustafson – Chairman since February 2018 Board member Morten Muggerud – Board member since August 2020 Board member Per Ivar Fagervoll – Board member since May 2014
Pr 31.12.2021 the company had 103 shareholders and the company`s share capital was NOK 45 673 762 divided by 45 673 762 shares, each with a nominal value of NOK 1.
Golden Energy Offshore Services AS (the "Company") was incorporated on 16.12.2013. The Company conducts shipping business and the place of business is Ålesund Norway.
The Company's revenue for 2021 was NOK 0. The operating result before depreciations amounted to NOK -1 695 575 compared to NOK -10 294 948 in 2020.
The Company's result is a deficit of NOK -67 219 360 in 2021. This is suggested moved to equity. Booked equity per 31.12.2021 is NOK 73 030 249. Equity ratio is 47%.
Cash flow from operational activities in 2021 is NOK -37 549.
| Aalesund, 30.05.2022 | ||
|---|---|---|
| Sign. | ||
| Sten Gustavsen Chairman of the board |
Morten Muggerud Member of the board |
Per Ivar Fagervoll CEO/Member of the board |
We hereby confirm that the annual accounts for the period 01.01.2021 to 31.12.2021, to the best of our knowledge, are prepared in accordance with IFRS. The annual report together with the report from the Board give a fair and true value of the Company´s assets, debt, financial position and result.
| Aalesund, 30.05.2022 | ||
|---|---|---|
| Sign. | ||
| Sten Gustavsen Chairman of the board |
Morten Muggerud Member of the board |
Per Ivar Fagervoll CEO/Member of the board |
www.geoff.no
| NOK | Note | 2021 | 2020 |
|---|---|---|---|
| Operating income | 2 | 71 188 954 | 70 046 585 |
| Total income | 71 188 954 | 70 046 585 | |
| Operating expenses vessels | -78 597 414 | -80 658 405 | |
| Other operating expenses | 10 | -12 111 955 | -21 378 016 |
| Operating result before depreciations and write downs | 2 | -19 520 415 | -31 989 836 |
| Depreciation | 4 | -18 207 977 | -24 867 199 |
| Impairment | 4 | 0 | -88 000 000 |
| Operating result | 2 | -37 728 392 | -144 857 035 |
| Interest income | 0 | 628 696 | |
| Financial income | 0 | 6 762 028 | |
| Currency gain/loss | 1 865 683 | 329 507 | |
| Unrealised currency gain/loss | -9 640 635 | 0 | |
| Other interest charges | -17 513 851 | -19 038 623 | |
| Other financial charges | 0 | -384 587 | |
| Net Financial Items | -25 288 803 | -11 318 392 | |
| Profit (Loss) before tax | -63 017 195 | -156 175 427 | |
| Taxes ordinary result | 9 | -141 655 | -62 350 |
| RESULT FOR THE YEAR | -63 158 850 | -156 237 777 | |
| TOTAL COMPREHENSIVE INCOME | -63 158 850 | -156 237 777 | |
| Earnings per share | 16 | -1,38 | -3,71 |
| NOK | Note | Pr 31.12.2021 | Pr 31.12.2020 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Tangible fixed assets | 3,4,1 | 399 948 224 | 418 156 202 |
| Total non-current assets | 399 948 224 | 418 156 202 | |
| Investments in other companies | 17 | 34 106 | 34 106 |
| Total Financial fixed assets | 34 106 | 34 106 | |
| Total fixed assets | 399 982 330 | 418 190 308 | |
| CURRENT ASSETS | |||
| Inventory | 1 714 111 | 1 886 770 | |
| Account receivables | 7 | 14 641 176 | 3 770 119 |
| Receivables | 12 | 15 012 280 | 10 393 751 |
| Bank deposits | 8 | 790 998 | 194 339 |
| Total current assets | 32 158 565 | 16 244 978 | |
| Non-current assets classified as held for sale | 18 | 38 482 740 | 38 482 740 |
| TOTAL ASSETS | 470 623 635 | 472 918 026 |
| EQUITY AND LIABILITIES | Note | Pr 31.12.2021 | Pr 31.12.2020 |
|---|---|---|---|
| Equity | |||
| Share capital | 13 | 45 673 762 | 45 673 762 |
| Share premium | 194 940 395 | 194 940 395 | |
| Loss brought forward | -163 463 397 | -100 304 547 | |
| Total Equity | 77 150 760 | 140 309 610 | |
| Liabilities | |||
| Interest bearing bond | 5,15 | 57 413 000 | 0 |
| Total long-term debt | 57 413 000 | 0 | |
| Current liabilites | |||
| Current interest bearing liabilities | 5 | 240 707 309 | 235 908 200 |
| Trade debt | 6 | 55 763 671 | 92 607 040 |
| Tax payable | 9 | 154 286 | 75 464 |
| Other current liabilities | 39 434 609 | 4 017 712 | |
| Total current liabilities | 336 059 875 | 332 608 416 | |
| Total liabilities | 393 472 875 | 332 608 416 | |
| TOTAL EQUITY AND LIABILITIES | 470 623 635 | 472 918 026 |
| Aalesund, 30.05.2022 | ||
|---|---|---|
| Sign. | ||
| Sten Gustavsen | Morten Muggerud | Per Ivar Fagervoll |
| Chairman of the board | Member of the board | CEO/Member of the board |
| NOK | Note | 2021 | 2020 |
|---|---|---|---|
| Result before tax | -63 017 194 -156 175 459 | ||
| Taxes payable | 49 693 | -23 698 | |
| Depreciation and write downs | 4 | 18 207 977 | 112 867 199 |
| Change in short-term receivables/payables | -47 541 767 | 67 304 012 | |
| Interest expenses | 16 095 406 | 17 201 749 | |
| Effects on changes in exchange rates | 8 076 575 | 5 505 936 | |
| Change in other accruals | 73 941 901 | -6 034 155 | |
| Net cash flow from operations | 5 812 591 | 40 645 584 | |
| Investments | 4 | 0 | -31 665 785 |
| Net cash flow from investments | 0 | -31 665 785 | |
| Paid interests | -2 579 492 | -9 077 618 | |
| Repayment debt | -2 636 440 | -14 083 692 | |
| Capital increase | 0 | 10 257 890 | |
| Net cash flow from financing | -5 215 932 | -12 903 420 | |
| Net change in cash and cash equivalents | 596 659 | -3 923 621 | |
| Cash and cash equivalents at 01.01. | 194 339 | 4 117 960 | |
| Cash and cash equivalents at end of period | 790 998 | 194 339 |
| NOK | Note | Share Capital | Share premium | Loss brought forward |
Total Equity |
|---|---|---|---|---|---|
| Equity 01.01.2020 | 35 415 872 | 194 761 993 | 55 933 259 | 286 111 124 | |
| Annual result | 0 | 0 | -156 237 777 | -156 237 777 | |
| Transactions with owners: | |||||
| Equity Contribution | 10 257 890 | 0 | 0 | 10 257 890 | |
| Share option expense | 19 | 0 | 178 402 | 0 | 178 402 |
| Equity 31.12.2020 | 45 673 762 | 194 940 395 | -100 304 519 | 140 309 639 | |
| Equity 01.01.2021 | 45 673 762 | 194 940 395 | -100 304 519 | 140 309 638 | |
| Annual result | 0 | 0 | -63 158 850 | -63 158 850 | |
| Equity 31.12.2021 | 45 673 762 | 194 940 395 | -163 463 397 | 77 150 760 |
Golden Energy Offshore Services AS (the "Group") is operating within the shipping business area and currently owns 4 offshore service vessels (PSVs). The Group was established 11.12.2018 when the parent company purchased two newly incorporated subsidiaries. On the 31.12.2018 the vessels Energy Swan and Energy Scout were transferred to each of the new companies. In 2019 the Group also acquired two new vessels: Energy Duchess and Energy Empress. The head office is located in Aalesund and the Group shares are listed on Euronext Growth on Oslo Stock Exchange. The date of listing of the shares was 05.04.2018.
The annual report is prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the EU and associated interpretations that apply for fiscal years starting 01.01.2021, and which meet the Norwegian disclosure requirements from the accounting legislation.
The financial statements were approved for publishing by the Board on 30.05.2022.
Functional currency of the Group is Norwegian kroner (NOK). Transactions in foreign currencies are converted to the functional currency using the exchange rate at the transaction time. At the end of each reporting period the monetary items in foreign currency are converted using the closing rate, non-monetary items are measured at historic cost converted at the time of the transaction. Nonmonetary items in foreign currency that are being measured at fair value are converted using the applicable exchange rates at the time when the fair values was determined.
The consolidated financial statements comprise of the financial statements of Golden Energy Offshore Services AS and its subsidiaries as at 31st December each year. Any deviating accounting principles are adjusted for in this consolidation.
The Group accounts state the total profit or loss and financial position of Golden Energy Offshore Services AS and its controlling interests as a whole. The consolidated accounts include companies in which Golden Energy Offshore Services AS has direct or indirect ownership of more than 50% of the voting shares, or otherwise has direct control, according to IFRS 10. Share options, convertibles and other equity instruments are evaluated when assessing whether control exists.
Subsidiaries are consolidated 100% line by line in the group accounts. A subsidiary is an entity where the Group has controlling interest, direct or indirect, of more than 50% of the voting shares.
All inter-company transactions, receivables, liabilities and unrealized profits, as well as intra-group profit distributions, are eliminated. The balance sheet is translated using the balance sheet date exchange rate. Translation adjustments between local currency and functional currency are classified as financial items, while adjustments arising from translation from functional to presentation currency are booked in equity.
The Management has to some degree used estimates and assumptions that have influenced assets, debt, revenue, costs and information on potential obligations. Future events may result in a change of these estimates. The estimates and assumptions are continuously assessed, and are based on best judgment and historical experience. Changes in accounting estimates are booked in the period of which they arise. If the changes affect future periods, the effects are distributed over present and future periods.
Revenue for the group relates primarily to charterparties of the vessels. The agreed upon rate is recognised over time on a straight line basis, and in accordance with the rates in the contract for various type of work (including stand-by and fully operational rates). The rate includes both an implicit lease revenue for the vessel and additional service components such as crew. The service component, if separated, would also be recognised over time on a straight line basis. Therefore a split between lease and service revenues has not been made.
The Group identifies its reportable segments and discloses segment information under IFRS 8 Operating Segments which requires the Group to identify its segments according to the organization and reporting structure used by management. Operating segments are components of a business that are evaluated regularly by the Chief Executive Officer (chief operating decision maker) for the purpose of assessing performance and allocating resources. For further inforamation please see note 2.
Ship owning Subsidiaries is subject to the Norwegian rules for tonnage taxation, which means that there is no taxation of the net operating result. The tonnage taxation requires that the relevant companies has to relate to detailed regulations regarding allowance of activities and assets. Any voluntarily or forced exit from the taxation scheme would result in an ordinary taxation of the net operating result. Net finance result is taxed on an ordinary basis according to the tonnage tax rules.
The parent company is from 2020 subject to the ordinary Norwegain rules for taxation. Deferred tax asset has not been recognized as the company does not expect to have taxable income in the coming years.
Vessels are measured at acquisition cost less any accumulated depreciations and write-offs. When vessels are sold or disposed, the value in the balance sheet is deducted and the potential profit or loss is allocated to net income.
The vessel values are decomposed into vessel and docking. The Group's vessels are depreciated over a defined remaining working life, with a presumed residual value of the vessels at the end of the working life. Remaining working life is estimated on the date of acquisition of the vessels based on the Group's intentions to own the vessels until they reach 30 years of age. The residual value is based on an estimate of what the vessels can be sold for after its remaining working life, and based on observed sales of 30-year-old vessels. The estimate for residual value is assessed annually and any changes are booked as change in estimate.
Ordinary maintenance is allocated to the net operating result in the same period as it is conducted, while expenses related to dockings are recognized in the balance sheet and charged as an expense
linearly over the period until the next scheduled docking. The period between dockings for all vessels is set to 5 years based on the maintenance program and class requirements for the Vessels. Expenses are booked as depreciations.
If any events or circumstances show an indication that the booked value of the vessels cannot be recovered, the booked value is analyzed for impairment. If the indications are confirmed and the booked value is higher than the recoverable amount, then the vessel is written off to the recoverable amount. Each vessel is evaluated individually. Former write-offs are reversed if the estimates used to determine the recoverable amount is grater then than carrying value. Reversal is however limited to what the booked value would have been if the write-off was not conducted in the first place.
Government grants are booked when reasonable probability exists that the Group fulfills the terms necessary to receive the grants and that they will be received. The Group is eligible for the Norwegian net wage refund scheme and the refund is booked against the expense it is meant to cover.
The Group's financial instruments at initial recognition are classified in accordance with IFRS 9. After initial recognition, loans and receivables and financial obligations are measured at amortized cost by effective interest method. When calculating the effective interest, cash flows and all contractual matters regarding the financial instruments are taken into consideration. The calculation includes all fees between the parties of the contract as an integrated part of the effective interest and transaction expenses.
Accounts receivable and other short-term receivables, plus cash and cash-equivalents are measured at fair value. A financial asset is impaired using the expected credit loss 3-stage model (ECL) or the practical expedient of lifetime ECL for accounts receivable in accordance with IFRS 9. Further details regarding the financial intruments are given in note 6 and 7.
Stocks consists mainly of bunkers and lubricating oil onboard the vessels. The stocks are valued at cost price. If the booked value is higher than the market value, the stocks are written off to market value.
Cash includes cash in hand and bank deposits. Cash equivalents are short term liquid investments that immediately can be converted to cash by a known amount, and maximum maturity is 3 months. Funds that are originally locked for more than 3 months are not included in cash and cash equivalents.
Non-current assets and groups of non-current assets and liabilities are classified as held for sale if their carrying amount will be recovered through a sales transaction instead of through continued use. This is only regarded as having been fulfilled when a sale is highly probable and the non-current asset (or groups of non-current assets and liabilities) is available for immediate sale in its present form. The management must be committed to a sale and the sale must be expected to be carried out within one year after the classification date.
Non-current assets and groups of non-current assets and liabilities which are classified as held for sale are valued at the lower of their former carrying amount or fair value minus sales costs.
Financial instruments are classified as debt or equity in accordance with the underlying economic reality.
Interests, dividends, profit and loss related to a financial instrument classified as debt, will be presented as loss or profit. Distribution to owners of financial instruments that are classified as equity will be booked directly to equity.
Transaction expenses directly related to an equity transaction are booked directly to equity.
An accrual is booked when the Group has an obligation (legal or self-imposed) as a consequence of a previous event, it is probable (more likely than not) that an economic settlement will happen as a consequence of this obligation and the size of the amount can be measured reliably. If the effect is material the accrual is calculated by discounting of expected cash flows using a discount rate pretax, which reflects the market's pricing of the timed value of cash, and, if relevant, risks specifically associated with the obligation.
New information and other events that provide evidence of conditions that existed at end of the reporting period is included in the accounts. Events occurring after the reporting period, which do not impact the Group's financial position, but which have a significant impact on future periods, are disclosed in the notes to the accounts.
Except for the changes noted below, the same accounting principles as last year have been used in this year.
Other published standards and interpretations with effective date in the future are not relevant for the Group and will not affect the accounts.
The following new or amendments to standards and interpretations have been issued and become effective for annual reporting periods beginning on or after January 1, 2022, and earlier adoption is permitted. The Group has not early adopted the new or amended standards in preparing these accounts, and they are not expected to have a significant impact on the Group's consolidated financial statements:
The company has adopted all other new standards and amendments that are applicable as of January 1, 2021, which had no material impact on the Group's consolidated financial statements. These include:
The operating segments are determined based on where the vessels have been operating geographically in 2021. Energy Swan, Energy Empress and Energy Duchess have operated on both fixed and spot contracts in Europe , while Energy Scout has not been in operation.
| 2021 | 2020 |
|---|---|
| 71 188 954 | 66 304 751 |
| 0 | 3 741 834 |
| 71 188 954 | 70 046 585 |
| -17 008 458 | -3 792 773 |
| 0 | -22 841 715 |
| -2 511 955 | -5 355 348 |
| -19 520 415 | -31 989 836 |
| -18 207 977 | -24 867 199 |
| 0 | -88 000 000 |
| -37 728 392 | -144 857 035 |
When preparing the annual accounts, the Group's management has used estimates based on best judgment and assumptions that are considered realistic. It is a probability that situations or changes in market conditions occur, which can lead to changes in estimates, and affect the Group's assets, debt, equity and profit.
The Group's most material accounting estimates are related to write-offs of fixed assets.
The most critical estimate related to impairment of fixed assets is the market situation for the vessels at current date. For further information see note 4.
| NOK | Vessels | Docking | Total |
|---|---|---|---|
| Balance 01.01.2020 | 532 984 274 | 4 890 137 | 537 874 411 |
| Additions | 1 350 000 | 30 281 679 | 31 631 679 |
| Depreciations | 21 000 028 | 3 867 170 | 24 867 198 |
| Impairment | 88 000 000 | 0 | 88 000 000 |
| Reclassified as held for sale | -22 270 290 | -16 212 400 | -38 482 690 |
| Balance 31.12.2020 | 403 063 956 | 15 092 246 | 418 156 202 |
| Additions | 0 | 0 | 0 |
| Depreciations | 15 189 527 | 3 018 450 | 18 207 977 |
| Impairment | 0 | 0 | 0 |
| Balance 31.12.2021 | 387 874 429 | 12 073 795 | 399 948 224 |
The Vessels are depreciated linearly to a residual value when the vessels reach 30 years. The residual value is NOK 15 million for Energy Swan, Energy Duchess, Energy Empress. Costs for acquiring Energy Duchess and Energy Empress are already included in the acquisition cost for both vessels. Accrued and estimated docking expenses for the vessels are depreciated over 5 years until the next docking. Energy Swan completed her 5 year class renewal in September 2020.
The Group has assessed whether there is present any indication that an impairment loss may have occurred, and whether there is any indication that any of the impairments recognized on the vessels in prior periods no longer exist or may have decreased.
When conducting this assessment both external and internal factors have been considered including market outlook. The market has in general improved during 2021, but not enough and not over a long enough time to exceed the assumptions used in the 2020 impairment test. Broker values obtained from an independent shipbroker also reflects a slight improvement in vessel values compared to 2020. Management has on this basis concluded that no indicators for impairment exist and has therefore not made an impairment test.
As the improvements observed during 2021 are more or less in line with the assumptions used when conducting the 2020 impairment test, management has concluded that the development in the market conditions does not indicate or support a significant reversal of the previous impairments.
Because of the development of the market outlook and the uncertainty of the vessels' future income, an impairment test has been conducted according to IAS 36. As a result of the completed analysis, an impairment of NOK 88 000 000 has been recognized in 2020 for the vessels. The following impairment has been made: Energy Swan; - 31,0 MNOK, Energy Scout; -25,0 MNOK, Energy Empress; -16,0 MNOK and Energy Duchess; -16,0 MNOK. The Group has conducted a value in use calculation for each vessel where estimated cash flows before finance expenses are used. In addition two independent shipbrokers valuations of the vessels are used for the impairment test.
The value in use calculation is based on net present value of the future cash flows that the Group estimates during the remaining economical lifetime of the vessels. A discount rate after tax (WACC) has been used as the discount factor. The Group has used a WACC of 9,1 %, which is based on the Group's and equivalent comparable companies' demand for return on capital. Other material assumptions in the estimated cash flows are: inflation rate, order reserve, utilization, OPEX, CAPEX, charter rates and exchange rates of foreign currencies.
There is a large uncertainty regarding the assumptions used in the model. The Group uses a spot-rate that reflects the market. After these 3 years a "steady state" rate is assumed with an annual growth of 2,5 % which is equivalent to the same target as the government has placed for the growth in the monetary policy. In the entire period a utilization of approximately 80 % is assumed.
OPEX is in the value in use calculation based on the vessels budgets, approved by the Board. Class renewals are also considered in the model.
The hybrid hire purchase agreement for the acquisition of Energy Empress and Energy Duchess is a 3 year bareboat hire agreement with a purchase obligation at the end of the period. Part of the bareboat hire is considered down payments towards the balance purchase price.
Due to the Covid-19 effects to the market the vessels were unemployed most of 2020, and partly in 2021, and bareboat hire payments have not been paid as required by the agreements.
The Group is now working on a refinancing of the hire-purchase agreements, the subsidiaries Energy Empress AS and Energy Duchess AS has entered into with Nantong Rainbow Offshore & Engineering Equipment Co., Ltd. ("ROC"). The balloon lease payments for Energy Empress and Energy Duchess were due in May this year. Those payments have not yet been made. The Company is exploring actively opportunities to make the payments solve the issue and pay ROC in full against transfer of formal title to the two vessels. The Group is expecting to be able to make a majority of these payments by raising new debts, likely in combination with some additional equity.
The group has increased its debt with bond loans, for further informations, see note 15.
| Outstanding interest bearing debt at year end: | 298 120 309 |
|---|---|
| Hybrid hyre purchase agreement | 240 707 309 |
| Bond loan | 57 413 000 |
The Group has financial instruments such as accounts receivables, trade debt and similar debts related to the ordinary business of the Group.
Routines for risk management have been adopted by the Board of Directors and are conducted in cooperation with each department.
Below is a description of the the most important financial risks:
Notes to Group financial statements Notes 1 to 21 is a part of the Financial Statements
The Group is mainly exposed to credit risk associated with accounts receivable. The main counterparts are mainly major oil companies and the maximum exposure to credit risk is the same as accounts receivable( MNOK 14,641). Accounts receivable are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group. The credit risk has increased as a consequence of the reduced activities in the oil industry, but is still expected to be limited. The Group has procedures to monitor and collect receivables. Continuous accruals for loss are done if deemed necessary and is decided on a corporate level. The Group has not guaranteed for any third party debt, but has guaranteed for debt within the group.
Interest are fixed throughout the period of the bareboat agreement. Since the loan is under renegotation there could be a risk for changes in the interest.
The new Bond loan has a fixed interest for the whole period.
The Group has ordinary bank deposits in USD & EUR and accounts receivable per 31.12.2021. In addition the long term debt is in USD
The following table shows the sensitivity of the Companys profit or loss before tax due to changes in USD and EUR + / - 10%. All other variables remain unchanged.
| Increase/decrease | Effect on result | ||
|---|---|---|---|
| in EUR & USD | before tax | ||
| + / - 10% | 2021 | + / - | 6 301 719 |
| Increase/decrease | Effect on result | ||
| in EUR & USD: | before tax | ||
| + / - 10% | 2020 | + / - | 7 004 659 |
Liquidity risk is the risk that the Group will not be in a position to meet all its financial obligations as they fall due. The strategy for managing liquidity risk is to have sufficient liquid cash at any time in order to settle the financial obligations at due date, both under normal and extraordinary circumstances, without risking unacceptable losses or loss of reputation. There is a material uncertainty around the liquidity and financing for the group, and this is commented more detailed in the Annual report. The Group has become dependent on the continuing support of its trade creditors. Should that support stop the Group will likely need to seek court protection to find a solution through the Norwegian Reconstruction Act. The following table shows an overview of the maturity structure of the Company's financial obligations, based on undiscounted contractual payments. In cases where the counterparty can demand settlement prior to due date, the amount is stated in the earliest period which the amount can be demanded settled by the counterparty. If any obligations can be demanded settled immediately it is included in the first column(less than 1 year).
| NOK | Remaining period | |||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2021 | less 1 year | 1 year | 2 years | 3 years or more | Total | |||
| Financial obligations | ||||||||
| Trade debt | 55 763 671 | 0 | 0 | 0 | 55 763 671 | |||
| Other short term debt | 39 588 895 | 0 | 0 | 0 | 39 588 895 | |||
| Interest bearing liabilities | 240 707 309 | 0 | 0 | 0 | 240 707 309 | |||
| Bond loan facility | 0 | 0 | 57 413 000 | 0 | 57 413 000 | |||
| Total: | 336 059 875 | 0 | 57 413 000 | 0 | 393 472 875 |
| NOK | Remaining period | |||||
|---|---|---|---|---|---|---|
| 31.12.2020 | less 1 year | 1 year | 2 years | 3 years or more | Total | |
| Financial obligations | ||||||
| Trade debt | 92 607 040 | 0 | 0 | 0 | 92 607 040 | |
| Other short term debt | 4 017 712 | 0 | 0 | 0 | 4 017 712 | |
| Interest bearing liabilities | 235 908 200 | 0 | 0 | 0 | 235 908 200 | |
| Total: | 332 532 952 | 0 | 0 | 0 | 332 532 952 |
| NOK | Pr 31.12.2021 | Not due | 0-30 days | 30-60 days | > 60 days |
|---|---|---|---|---|---|
| Accounts receivables | 14 641 175 | 7 288 377 | 6 670 263 | 0 | 682 536 |
The company has made USD 54 000 as provisions against customers in 2021.
| NOK | Pr 31.12.2020 | Not due | 0-30 days | 30-60 days | > 60 days |
|---|---|---|---|---|---|
| Accounts receivables | 3 770 119 | 3 770 119 | 0 | 0 | 0 |
The Group has no restricted bank deposits.
In 2020 and 2021 the parent company is subject to the ordinary Norwegian tax rules, and the subsidiaries are subject to the Norwegian tonnage tax system. In the ordinary Norwegian tax rules the Tax payables is based on the total result in accordance with these rules.
| Year | 2021 | 2020 |
|---|---|---|
| Taxable income: | ||
| Profit that is subject for ordinary taxation | -49 419 235 | -163 183 881 |
| Changes in temporary differences | 42 318 970 | 89 826 120 |
| Permanent differences | 9 772 678 | 0 |
| Taxable finance income (Norwegian Tonnage tax system) | -882 780 | 86 581 |
| Loss brought forward | -1 971 112 | -10 469 |
| Taxable income | -181 479 | - 73 281 649 |
| Income tax for the year: | ||
| Income tax for the year | 154 286 | 62 324 |
| Too little (-much) accrued tax payable previous years | -12 631 | 26 |
| Tax expense for the year | -141 655 | 62 350 |
| Tonnage tax for the year:* | ||
| Tonnage tax for the year | 9 855 | 13 140 |
| Too little (-much) accrued tonnage tax previous years | 0 | 10 676 |
| Tonnage tax expense for the year | 9 855 | 23 816 |
* Tonnage tax are presented in the Profit & loss as a part of "Other operating expences".
| Temporary differences: | 31.12.21 | 31.12.20 | Changes |
|---|---|---|---|
| Loss to be brought forward | -1 445 715 | -2 515 590 | 1 069 875 |
| Receivables | -138 387 017 | -94 064 760 | -44 322 257 |
| Sum temporary differences | -139 832 732 | -96 580 350 | -43 252 382 |
Deferred tax assets are not capitalised as future taxable profits may not be evidenced at the currnet time according to IAS 12.
| Short term tax payable balance sheet: | 31.12.21 | 31.12.20 |
|---|---|---|
| Income tax payable | 154 286 | 62 324 |
| Tonnage tax ** | 9 855 | 13 140 |
** Tonnage tax are presented in the Balance sheet as a part of "Other current liabilities".
| 2020 |
|---|
| Total other operating expenses | 12 111 955 | 21 378 016 |
|---|---|---|
| Other | 168 078 | 1 380 145 |
| Accrued loss of receivables | 476 000 | 8 799 623 |
| Legal fees | 1 330 259 | 3 050 724 |
| Audit fee* | 537 618 | 547 524 |
| Management fee** | 9 600 000 | 7 600 000 |
| *Audit fee consits of the following: (ex VAT) | |||||
|---|---|---|---|---|---|
| NOK | 2021 | 2020 | |||
| Statutory audit | 402 000 | 378 410 | |||
| Other services | 135 618 | 231 024 | |||
| Total fee for auditor | 537 618 | 547 524 |
** Management fee is paid to Golden Energy Offshore Management AS
The Group meets the criteria for the Norwegian net wage refund scheme which exists to secure Norwegian maritime competence and recruitment of Norwegian sailors. It is Golden Energy Offshore Management AS that handles the applications for the refund scheme but it is Golden Energy Offshore Services AS that get the benefits. The Group has received NOK 16 143 212 as refund in 2021. In 2020 the amount was NOK 11 640 060.
| NOK | Pr 31.12.2021 | Pr 31.12.2020 |
|---|---|---|
| Pre paid expenses | 3 609 326 | 1 710 993 |
| Net wage refund | 7 187 591 | 4 026 788 |
| Insurance settlement | 0 | 1 000 000 |
| Refundable VAT | 4 155 365 | 3 620 967 |
| Other | 60 000 | 35 002 |
| Total | 15 012 280 | 10 393 750 |
The share capital pr 31.12.2021 is NOK 45 673 762. It consists of 45 673 762 shares at NOK 1. On the General meeting one share has one right to vote. The Chief Executive Officer has an indirect and direct ownership of 4,07 % in the Group per 31.12.2021. See note 11 for the parent accounts for a list of the top 20 shareholders.
The Group consist of the following companies:
| Company | Role | Owned by | % | Result | Equity |
|---|---|---|---|---|---|
| Golden Energy Offshore Services AS | Parent | -67 219 360 | 73 030 249 | ||
| Energy Swan AS | Subsidiary | Golden Energy Offshore Services AS | 100 % | -9 247 931 | 57 039 485 |
| Energy Scout AS | Subsidiary | Golden Energy Offshore Services AS | 100 % | -11 773 665 | -11 248 918 |
| Energy Empress AS | Subsidiary | Golden Energy Offshore Services AS | 100 % | -26 435 794 | -62 357 590 |
| Energy Duchess AS | Subsidiary | Golden Energy Offshore Services AS | 100 % | -22 280 099 | -69 851 066 |
All companies have registered offices in Ålesund.
In December 2021, the group signed and closed a new MNOK 70 credit facility, partly refinancing outstanding trade debt at that time. By the end of 2021 TNOK 58 988 of the trade debt vere converted into the facility.
The facility has a term of 2 years and 6 months and a fixed interest rate of 11,0% p.a. The vessel Active Swan is established as a security for the bond loan. There is no specific covenants related to the bond terms.
Earnings per share is calculated by dividing the annual profit allocated to the Group´s shareholders by a weighted average of total shares. For 2020 and 2021 all of the loss is allocated to the shareholders.
| NOK | 2021 | 2020 |
|---|---|---|
| Number of Shares | 45 673 762 | 45 673 762 |
| Weighted average of total issued shares | 45 673 762 | 42 104 578 |
| Earnings per share | -1,38 | -3,71 |
| Company | Ownerpart | Number og shares |
Purchase price | Balance sheet value |
Market value |
|---|---|---|---|---|---|
| Aker Carbon Capture AS | 0,00 % | 1 000 | 18,493 | 18 493 | 27 610 |
| EAM Solar AS | 0,01 % | 1 000 | 15,612 | 15 612 | 10 550 |
| Sum | 34 105 | 38 160 |
The vessel Energy Scout is held for sale and the valuation is based on actual ongoing contract negotiations. The depreciation of the vessel was halted for the whole of 2021. At the balance sheet date, management conclude that all criteria were met for classification as held for sale. See Note 21 for further information on Energy Scout.
In 2020, the Group has recognized NOK 174 802 in cost related to the share based remuneration program for Directors and Key employees. The program was running from 2018 to 2020. The arrangement was terminated in May 2020, and all remaining cost related to the arrangement was booked into 2020.
The CEO is employed by the management company Golden Energy Offshore Management AS, and the compensation is covered by the management fee. The management company is an independent company and not a related party to the group. But the CEO is also CEO in the management company.
During the first part of 2022 the Group has experienced increasing demand for its vessels and it is early signs of a much tighter market for the Group's vessels going forward. As a result, Energy Scout was reactivated and resumed her contract as previously reported in Q2 2022
The Company also received further acceptance from creditors to convert overdue short-term liabilities to bonds, and the GEOS NO0011159543 is now fully drawn in a total amount of NOK 70 000 000.
The Company increased its share capital by a share issuance with a total share consideration of 4,484,186 shares at NOK 1,-, a total of share captital of NOK 4,484,186 registered in Q2 2022, and the value of Group's vessels is increasing in accordance with improved demands. It is expected that the market for the Group's vessels will continue to improve.
The Group is now working on a refinancing of the hire-purchase agreements, the subsidiaries Energy Empress AS and Energy Duchess AS has entered into with Nantong Rainbow Offshore & Engineering Equipment Co., Ltd. ("ROC"). The balloon lease payments for Energy Empress and Energy Duchess were due in May this year. Those payments have not yet been made. The Company is exploring actively opportunities to make the payments solve the issue and pay ROC in full against transfer of formal title to the two vessels. The Group is expecting to be able to make a majority of these payments by raising new debts, likely in combination with some additional equity.
The Company is experiencing high demand for the vessels in the oil-service market and may if the demand in that market again falls revisit the possibility of conversion of the two modern vessels enabling them to service the renewable wind farms.
With the above reservation, the Board finds it satisfactory to conclude that the conditions for a going concern are present and the financial statements have been prepared on the basis for this assumption.
The going concern assumption is however dependent on the offshore service market continuing improvement and the Groups capability of raising debt and equity as required to pay ROC. In the
present market with increasing values, the Group does not expect to realize assets, provided it obtain new financing and/or raise new equity.
PARENT ACCOUNTS 2021
www.geoff.no
| NOK | Note | 2021 | 2020 |
|---|---|---|---|
| Total income | 0 | 0 | |
| Other operating expenses Operating result before depreciations Depreciation Operating result |
8 | -1 695 575 -1 695 575 0 -1 695 575 |
-10 294 948 -10 294 948 0 -10 294 948 |
| Interest income Currency gain/loss Other interest charges Other financial charges Net Financial Items |
9,13 3 |
4 805 831 412 178 -850 019 69 737 489 -65 369 499 |
2 902 787 -308 222 -306 141 -157 180 640 -154 892 217 |
| Profit (Loss -) before tax | -67 065 074 | -165 187 165 | |
| Taxes ordinary result RESULT FOR THE YEAR |
7 | -154 286 -67 219 360 |
0 -165 187 165 |
| TOTAL COMPREHENSIVE INCOME | -67 219 360 | -165 187 165 |
| NOK | Note | Pr 31.12.2021 | Pr 31.12.2020 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Investments in subsidiaries | 13 | 57 039 485 | 66 812 163 |
| Investments in other companies | 15 | 34 106 | 34 106 |
| Total Financial fixed assets | 57 073 591 | 66 846 269 | |
| Total fixed assets | 57 073 591 | 66 846 269 | |
| CURRENT ASSETS | |||
| Account receivables | 5 | 415 223 | 0 |
| Receivables | 9,10 | 98 445 148 | 76 649 330 |
| Bank deposits | 6 | 19 971 | 57 520 |
| Total current assets | 98 880 342 | 76 706 851 | |
| TOTAL ASSETS | 155 953 933 | 143 553 119 |
| NOK | Note | Pr 31.12.2021 | Pr 31.12.2020 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 11 | 45 673 762 | 45 673 7662 |
| Share premium | 194 940 395 | 194 940 395 | |
| Loss brought forward | -167 583 908 | -100 364 547 | |
| Total Equity | 73 030 249 | 140 249 611 | |
| Liabilities | |||
| Interes bearing liabilities | 12 | 57 413 000 | 0 |
| Total long-term debt | 57 413 000 | 0 | |
| Current liabilites | |||
| Tax payable | 7 | 154 286 | 0 |
| Trade debt | 4 | 2 342 426 | 3 269 403 |
| Other current liabilities | 14 | 23 013 972 | 34 106 |
| Total current liabilities | 25 510 684 | 3 303 509 | |
| Total liabilities | 82 923 684 | 3 303 509 | |
| TOTAL EQUITY AND LIABILITIES | 155 953 933 | 143 553 119 |
| Aalesund, 30.05.2022 | ||
|---|---|---|
| Sten Gustavsen | Morten Muggerud | Per Ivar Fagervoll |
| Chairman of the board | Member of the board | CEO/Member of the board |
| NOK | Note | 2021 | 2020 |
|---|---|---|---|
| Result before tax | -67 065 074 -165 187 165 | ||
| Depreciation and write downs | 69 737 489 | 157 180 640 | |
| Change in short-term receivables/payables | -1 342 200 | -3 617 766 | |
| Change in other accruals | -1 367 764 | 212 508 | |
| Net cash flow from operations | -37 549 | -11 411 783 | |
| Investments | 0 | -34 106 | |
| Net cash flow from investments | 0 | -34 106 | |
| Capital increase | 0 | 10 257 890 | |
| Net cash flow from financing | 0 | 10 257 890 | |
| Effect of changes in foreign exchange rates | 0 | 0 | |
| Net change in cash and cash equivalents | -37 549 | -1 187 999 | |
| Cash and cash equivalents at 01.01. | 57 520 | 1 245 519 | |
| Cash as per balancedate | 19 971 | 57 520 |
| NOK | Note | Share Capital | Share premium | Retained Earnings |
Total Equity |
|---|---|---|---|---|---|
| Equity 01.01.2020 | 11 | 35 415 872 | 194 761 993 | 64 822 619 | 295 000 483 |
| Annual result | 0 | 0 | -165 187 165 | -165 187 165 | |
| Transactions with owners: | |||||
| Equity Contribution | 10 257 890 | 0 | 0 | 10 257 890 | |
| Share option expense | 0 | 178 402 | 0 | 178 402 | |
| Equity 31.12.2020 | 45 673 762 | 194 940 395 | -100 364 546 | 140 249 611 | |
| Annual result | 0 | 0 | -67 219 360 | -67 219 360 | |
| Equity 31.12.2021 | 45 673 762 | 194 940 395 | -167 583 909 | 73 030 249 |
Golden Energy Offshore Services AS (the "Company") is functioning as a holding company and currently owns 4 subsidiaries that operates within the shipping business area. The Company was incorporated 16.12.2013, as a part of the Golden Energy Offshore Group, the head office is located in Aalesund and the Company shares are listed on Euronext Growth market on Oslo Stock Exchange. The listing was completed on 05.04.2018.
The annual report is prepared in accordance with the International Financial Reporting Standards (IFRS) which are adopted by the EU and associated interpretations that apply for fiscal years starting 01.01.2021, and which meet the Norwegian disclosure requirements from the accounting legislation.
The financial statements were approved for publishing by the Board on 28.05.2021.
Functional currency of the Company is Norwegian kroner (NOK). Transactions in foreign currencies are converted to the functional currency using the exchange rate at the transaction time. At the end of each reporting period the monetary items in foreign currency are converted using the closing rate, non-monetary items are measured at historic cost converted at the time of the transaction. Nonmonetary items in foreign currency that are being measured at fair value are converted using the applicable exchange rates at the time when the fair values was determined. Changes in foreign exchange rates are booked continuously during the accounting period.
The Management has to some degree used estimates and assumptions that have influenced assets, debt, revenue, costs and information on potential obligations. Future events may result in a change of these estimates. The estimates and assumptions are continuously assessed, and are based on best judgment and historical experience. Changes in accounting estimates are booked in the period of which they arise. If the changes affect future periods, the effects are distributed over present and future periods.
From 2020 and going forward, the company have been under the ordinary Norwegian taxation rules.
It is not accrued for any deferred taxes.
The Company's financial instruments by initial recognition are classified in accordance with IFRS 9. After initial recognition, loans and receivables and financial obligations are measured at amortized cost by effective interest method. When calculating the effective interest, cash flows and all contractual matters regarding the financial instruments are taken into consideration. The calculation includes all fees between the parties of the contract as an integrated part of the effective interest and transaction expenses. The amortization of the period is included as financial expense in the profit or loss statement.
Accounts receivable and other short-term receivables, plus cash and cash-equivalents are measured at fair value at amortized cost . A financial asset is impaired using the expected credit loss 3-stage model (ECL) or the practical expedient of lifetime ECL for accounts receivable in accordance with IFRS 9. Further details regarding the financial intruments are given in note 6 and 7.
Cash includes cash in hand and bank deposits. Cash equivalents are short term liquid investments that immediately can be converted to cash by a known amount, and maximal maturity is 3 months. Funds that are originally locked for more than 3 months are not included in cash and cash equivalents.
Financial instruments are classified as debt or equity in accordance with the underlying economic reality.
Interests, dividends, profit and loss related to a financial instrument classified as debt, will be presented as loss or profit. Distribution to owners of financial instruments that are classified as equity will be booked directly toequity.Transaction expenses directly related to an equity transaction are booked directly to equity.
An accrual is booked when the Company has an obligation (legal or self-imposed) as a consequence of a previous event, it is probable (more likely than not) that an economic settlement will happen as a consequence of this obligation and the size of the amount can be measured reliably. If the effect is material the accrual is calculated by discounting of expected cash flows using a discount rate pretax, which reflects the market's pricing of the timed value of cash, and, if relevant, risks specifically associated with the obligation.
New information after the balance sheet date regarding the Company's financial position on the balance date has been taken into account in the annual report. Events after the balance sheet date that do not affect the Company's financial position on the balance date, but will affect the financial position in the future have been described if found material.
Except for the changes noted below, the same accounting principles as last year have been used in this year.
Warrants are booked at time where an employee is awarded it. The warrant is booked at an amount equivalent to fair value directly towards equity. Fair value has been calculated by independent third party.
Accounting standards and interpretations that are approved up to the date of completion of these accounts, but where the effective date is in future time are not considered to have any material effect for the Group.
Investments in subsidiarys are booked by the cost method. The investments are written off to booked equity in the individual subisdiery.
When preparing the annual accounts, the Company's management has used estimates based on best judgment and assumptions that are considered realistic. It is a probability that situations or changes in market conditions occur, which can lead to changes in estimates, and affect the Company's assets, debt, equity and profit.
The Company's most material accounting estimates are related to write-offs of fixed assets in the subsidiaries.
| NOK | 2021 | 2020 |
|---|---|---|
| Exchange gains | 583 219 | 0 |
| Interests from outher group companies | 4 805 831 | 2 902 771 |
| Exchange losses | -171 041 | -308 222 |
| Interest expenses | -850 019 | -306 141 |
| Write off Receiveables in subsidiaries | -59 964 811 | -83 492 763 |
| Write off Shares in susidiaries | -9 772 678 | -73 687 877 |
| Other financial revenues | 0 | 15 |
| Net financial items | -65 369 499 | -154 892 217 |
Investments in subsidiaries are write off to booked equity in subsidiaries. When the equity is negative, the receiveables are respective reduced.
The Company has financial instruments such as receivables, trade debt and similar debts related to the ordinary running of the Company.
Routines for risk management have been adopted by the Board of Directors and are conducted in cooperation with each department.
The most important financial risks that the Company is exposed to are related to liquidity risk and credit risk.
The Company is mainly exposed to credit risk associated with receivable from subsidiaries. Receivable are written off when there is no reasonable expectation of recovery. The credit risk has increased as a consequence of the reduced activities in the oil industry, but is expected to be limited.
The new Bond loan has a fixed interest for the whole period.
Liquidity risk is the risk that the Group will not be in a position to meet all its financial obligations as they fall due. The strategy for managing liquidity risk is to have sufficient liquid cash at any time in
order to settle the financial obligations at due date, both under normal and extraordinary circumstances, without risking unacceptable losses or loss of reputation. The Group has become dependent on the continuing support of its trade creditors. Should that support stop the Group will likely need to seek court protection to find a solution through the Norwegian Reconstruction Act. The following table shows an overview of the maturity structure of the Company's financial obligations, based on undiscounted contractual payments. In cases where the counterparty can demand settlement prior to due date, the amount is stated in the earliest period which the amount can be demanded settled by the counterparty. If any obligations can be demanded settled immediately it is included in the first column(less than 1 year).
| NOK | Remaining period | ||||
|---|---|---|---|---|---|
| 31.12.2021 | less 1 year | 1 year | 2 years | 3 years or more | Total |
| Financial obligations | |||||
| Tax payable | 154 286 | 0 | 0 | 0 | 154 286 |
| Trade debt | 2 342 426 | 0 | 0 | 0 | 2 342 426 |
| Other short term debt | 23 013 972 | 0 | 0 | 0 | 23 013 972 |
| Bond loan | 0 | 0 57 413 000 | 0 | 57 413 000 | |
| Total: | 25 510 684 | 0 57 413 000 | 0 | 82 923 684 |
| NOK | Remaining period | |||||
|---|---|---|---|---|---|---|
| 31.12.2020 | less 1 year | 1 year | 2 years | 3 years or more | Total | |
| Financial obligations | ||||||
| Trade debt | 3 269 403 | 0 | 0 | 0 | 3 269 403 | |
| Other short term debt | 34 106 | 0 | 0 | 0 | 34 106 | |
| Total: | 3 303 509 | 0 | 0 | 0 | 3 303 509 |
| NOK | Pr 31.12.2021 | Not due | 0-30 days | 30-60 days | > 60 days |
|---|---|---|---|---|---|
| Accounts receivables | 415 223 | 0 | 0 | 0 | 415 223 |
| NOK | Pr 31.12.2020 | Not due | 0-30 days | 30-60 days | > 60 days |
| Accounts receivables | 0 | 0 | 0 | 0 | 0 |
The Company has no restricted bank deposits.
Golden Energy Offshore Services AS is in 2020 and 2021subject for the ordinary Norwegian tax rules.
| Year | 2021 | 2020 | |
|---|---|---|---|
| Taxable income: | |||
| Profit before tax | -67 065 074 | -165 187 165 | |
| Changes in temporary differences | 59 964 809 | 91 829 405 | |
| Permanent differences | 9 772 678 | 0 | |
| Loss brought forward | -1971 112 | 0 | |
| Taxable income | 701 301 | -73 357 760 | |
| Income tax for the year | 154 286 | 0 | |
| Temporary differences: | 31.12.21 | 31.12.20 | Changes |
| Loss to be brought forward | 0 | -1 971 113 | 1 971 113 |
| Receivables | -156 032 856 | -96 068 045 | -59 964 811 |
| Sum temporary differences | -156 032 856 | -98 039 158 | -57 993 698 |
Deferred tax assets are not capitalised as future taxable profits may not be evidenced at the currnet time according to IAS 12.
| NOK | 2021 | 2020 |
|---|---|---|
| Management fee | 267 016 | 360 392 |
| Audit fee | 327 210 | 322 113 |
| Legal fees | 1 063 243 | 1 187 275 |
| Accrued loss of receivables | 0 | 8 422 668 |
| Other | 38 106 | 2 500 |
| Total other operating expenses | 1 695 575 | 10 294 948 |
| *Audit fee consists of the following (ex | ||||
|---|---|---|---|---|
| VAT) | ||||
| NOK | 2021 | 2020 | ||
| Statutory audit | 229 000 | 228 763 | ||
| Tax consultancy | - | - | ||
| Other services | 98 210 | 93 350 | ||
| Total fee for auditor | 327 210 | 322 113 |
| NOK | Nominal value | Booked value pr |
|---|---|---|
| pr 31.12.2021 | 31.12.2021 | |
| Energy Swan AS | 44 406 397 | 44 406 397 |
| Energy Scout AS | 38 091 400 | 26 842 482 |
| Energy Empress AS | 71 147 546 | 8 789 956 |
| Energy Duchess AS | 80 492 686 | 10 641 620 |
| NOK | Pr 31.12.2021 | Pr 31.12.2020 |
|---|---|---|
| Prepaid expenses | 53 326 | 0 |
| Refundable VAT | 4 155 368 | 3 620 967 |
| Golden Energy Offshore Management AS | 0 | 1 386 821 |
| Golden Energy Offshore Crewing AS | 3 556 000 | 0 |
| Energy Swan AS | 44 406 397 | 24 304 915 |
| Energy Scout AS | 26 842 482 | 17 261 190 |
| Energy Empress AS | 8 789 956 | 18 500 368 |
| Energy Duchess AS | 10 641 620 | 11 575 069 |
| Total | 98 445 148 | 76 649 330 |
The share capital pr 31.12.2021 is NOK 45 673 762. It consists of 45 673 762 shares at NOK 1. On the General meeting one share has one right to vote. The Chief Executive Officer has an indirect and direct ownership of 4,07 % in the company per 31.12.2021. Below is table of the 20 top shareholders.
| # | Golden Energy Offshore (GEOS-ME) | Country | Type | # of shares | % of total | |
|---|---|---|---|---|---|---|
| 1 | State Street Bank and Trust Comp | United States | Nominee | 10 470 276 | 22,92 | % |
| 2 | GEMSCO AS | Norway | Ordinary | 10 062 431 | 22,03 | % |
| 3 | Brown Brothers Harriman & Co. | United States | Nominee | 3 360 247 | 7,36 | % |
| 4 | Brown Brothers Harriman & Co. | United States | Nominee | 3 089 816 | 6,76 | % |
| 5 | GOLDEN ENERGY OFFSHORE AS | Norway | Ordinary | 2 447 606 | 5,36 | % |
| 6 | FAGERVOLL | Norway | Ordinary | 1 773 332 | 3,88 | % |
| 7 | K11 INVESTOR AS | Norway | Ordinary | 1 573 403 | 3,44 | % |
| 8 | GOLDEN ENERGY OFFSHORE MANAGEMENT | Norway | Ordinary | 1 311 576 | 2,87 | % |
| 9 | ROALD HOLDING AS | Norway | Ordinary | 962 256 | 2,11 | % |
|---|---|---|---|---|---|---|
| 9 | TAJ HOLDING AS | Norway | Ordinary | 962 256 | 2,11 | % |
| 11 | Brown Brothers Harriman & Co. | United States | Nominee | 916 212 | 2,01 | % |
| 12 | Euroclear Bank S.A | Belgium | Ordinary | 800 000 | 1,75 | % |
| 13 | BERG | Norway | Ordinary | 592 451 | 1,30 | % |
| 14 | NORDNET LIVSFORSIKRING AS | Norway | Ordinary | 440 041 | 0,96 | % |
| 15 | NORLING | Norway | Ordinary | 363 500 | 0,80 | % |
| 16 | KEWA INVEST AS | Norway | Ordinary | 336 789 | 0,74 | % |
| 17 | Nordnet Bank | Sweden | Ordinary | 303 131 | 0,66 | % |
| 18 | MAMO | Norway | Ordinary | 300 000 | 0,66 | % |
| 19 | ALSTAD INVEST AS | Norway | Ordinary | 300 000 | 0,66 | % |
| 20 | GADD Holding AS | Norway | Ordinary | 192 451 | 0,42 | % |
| 20 | FORSMO | Norway | Ordinary | 192 451 | 0,42 | % |
| Total top 20 | 40 750 225 | 89,22 | % | |||
| Other | 4 923 537 | 10,78 | % | |||
| Total stock | 45 673 762 | 100,00 | % |
In December 2021, the company signed and closed a new MNOK 70 credit facility, partly refinancing outstanding trade debt at that time. By the end of 2021 TNOK 58 988 of the trade debt vere converted into the facility.
The facility has a term of 2 years and 6 months and a fixt interest rate of 11,0% p.a. The vessel Active Swan is established as a security for the bond loan. There is no specific covenants related to the bond terms.
| Subsidiary | Place of | Share | Purchase | Balance | Company equity | Company Profit |
|---|---|---|---|---|---|---|
| business | price | sheet value | 31.12.2021 | 2021 | ||
| Energy Swan AS | Ålesund | 100 % | 45 000 | 57 039 485 | 57 039 485 | -9 247 931 |
| Energy Scout AS | Ålesund | 100 % | 45 000 | 0 | -11 248 918 | -11 773 665 |
| Energy Empress AS | Ålesund | 100 % | 45 000 | 0 | -62 357 590 | -26 435 794 |
| Energy Duchess AS | Ålesund | 100 % | 45 000 | 0 | -69 851 066 | -22 280 099 |
The booked value of the shares in the subsidiaries has been through an imparment test. NOTE 14 – OTHER SHORT TERM LIABILITIES
| NOK | 31.12.2021 | 31.12.2021 |
|---|---|---|
| Golden Energy Offshore Management AS | 22 695 131 | - |
| Accroud interes | 318 840 | - |
| Energy Scout AS | - | 34 105 |
| Total other short term liabilities | 23 013 971 | 34 105 |
NOK
| Company | Ownerpart | Number og shares |
Purchase price | Balance sheet value |
Market value |
|---|---|---|---|---|---|
| Aker Carbon Cature AS | 0,00 % | 1 000 | 18,493 | 18 493 | 27 610 |
| EAM Solar AS | 0,01 % | 1 000 | 15,612 | 15 612 | 10 550 |
| Sum | 34 105 | 38 160 |
During the first part of 2022 the Company has experienced increasing demand for its vessels and it is early signs of a much tighter market for the Company's vessels going forward. As a result, Energy Scout was reactivated and resumed her contract as previously reported in Q2 2022. All4 vessels are currently improved and the vessels trading in the spot market are in Q2 2022 on contracts with satisfactory earnings.
The Company also received further acceptance from creditors to convert overdue short-term liabilities to bonds and has exercised the tap possibility thus reducing the immediate short-term liabilities further. The GEOS NO0011159543 s now fully drawn in a total amount of NOK 70 000 000.
The Company increased its share capital by a share issuance with a total share consideration of NOK 4,484,186 registered in Q2 2022 and the value of Group's vessels is increasing in accordance with improved demands. It is expected that the market for the Group's vessels will continue to improve.
The Group is now working on a refinancing of the hire-purchase agreements, the subsidiaries Energy Empress AS and Energy Duchess AS has entered into with Nantong Rainbow Offshore & Engineering Equipment Co., Ltd. ("ROC"). The balloon lease payments for Energy Empress and Energy Duchess were due in May this year. Those payments have not yet been made. The Company is exploring actively opportunities to make the payments solve the issue and pay ROC in full against transfer of
formal title to the two vessels. The Group is expecting to be able to make a majority of these payments by raising new debts, likely in combination with some additional equity.
The Company is experiencinghigh demand for the vessels in the oil-service market and may if the demand in that market again falls revisit the possibility of conversion of the two modern vessels enabling them to service the renewable wind farms.
With the above reservation, the Board finds it satisfactory to conclude that the conditions for a going concern are present and the financial statements have been prepared on the basis for this assumption.
The going concern assumption is however dependent on the offshore service market continuing improvement and the Groups capability of raising debt and equity as required to pay ROC. In the present market with increasing values, the Group does not expect to realize assets, provided it obtain new financing and/or raise new equity.
Auditors report
| Signers: | ||||
|---|---|---|---|---|
| Name Stokke, Nils Robert |
Method BANKID_MOBILE |
Date 2022-05-30 23:23 |
||
| This document package contains: - Closing page (this page) -The original document(s) -The electronic signatures. These are not visible in the document, but are electronically integrated. |
Ţ | This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document. |
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