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Bonheur ASA - Report fourth quarter 2004 and preliminary annual report 2004 |
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The fourth quarter 2004 accounts have been prepared in accordance
with the Norwegian Accounting Standard 11 - "the interim report
standard". The 2004 annual accounts will be submitted according to
the Norwegian Accounting Standard. However, in connection with the
transition to the International Financial Reporting Standard (IFRS)
as from 2005, both the 2004 quarterly accounts and the 2004 annual
accounts will be converted to IFRS in order to have comparable
figures.
A key issue for the company in this transition is the conversion of
the Norwegian accounts to opening balances in accordance with IFRS.
This will be explained more in detail below, as well as other
anticipated effects. In addition, the 2004 annual report will
contain a description of the most important adjustments of the
company's accounting principles, caused by the transition to IFRS.
The figures are expressed in NOK unless otherwise indicated. Figures
for the fourth quarter 2003 and the year 2003 in parenthesis.
Group operating income in the quarter was 99.3 million (75.4 million)
and 419.9 million for the full year (350.5 million). The income
increase of 23.9 million as compared to the corresponding quarter of
last year was due to increased income within the cruise activity with
9.0 million, within wind power with 12.9 million and from the Bulford
Dolphin drilling rig with 2.8 million.
The operating result before depreciation (EBITDA) in the quarter was
17.8 million (1.8 million).
Group operating result (EBIT) in the quarter was negative with 8.7
million (negative 48.7 million). As usual, the quarter was marked by
the cruise low season, although showing a considerable result
improvement by 40.0 million. The full year showed a negative
operating result of 15.4 million, an improvement of 37.7 million.
Associated companies were consolidated with an aggregate result in
the quarter of 227.3 million (negative 36.8 million). First Olsen
Tankers Ltd, which has now changed its name into First Olsen Ltd
(FOL), contributed 117.4 million (25.0 million), Fred. Olsen Energy
ASA (FOE) contributed 51.5 million (negative 13.8 million) and Ganger
Rolf contributed 113 million in the quarter (negative 16.7 million).
Sterling made a negative contribution of 38.9 million (negative 26.5
million).
For the full year, the associated companies were consolidated with an
aggregate result of 563.3 million (187.6 million), of which FOL, FOE
and Ganger Rolf contributed 312.2 million, 101.2 million and 221,0
million, respectively. Sterling was consolidated with a negative
contribution of 67.2 million for the full year.
Net financial items in the quarter were positive with 117.0 million
(13.6 million). This figure includes unrealized currency gains of
10.5 million, mainly related to debt in USD, as the exchange rate
USD/NOK weakened from 6.72 to 6.04 during this period. Net financial
items include a gain of 58.8 million associated with the evaluation
of financial assets. This gain included a partial reversal of 43.9
million from previous write-downs of shares in Callon Petroleum and a
payment of 16.0 million received, related to previous outstanding
accounts of the former Loki company previously written off in the
accounts. Forward exchange contracts have been valued at their real
value, while interest rate swaps have been valued according to the
principle of the lowest value.
Net financial items for the full year were positive with 103.9
million (0.3 million), including unrealized currency gains of 5.6
million. Dividends received amounted to 9.5 million (6.6 million).
In December, the company received a dividend of 462 million from the
associated company FOL. The dividend was used for repaying Bonheur's
debt to FOL. The dividend payment had no effect on the consolidated
accounts.
The consolidated result before tax in the quarter was 335.6 million,
an increase of 407.5 million from the corresponding quarter of 2003
(negative 71.9 million).
The result before tax for 2004 amounted to 651.8 million (134.7
million), an improvement of 517.1 million. After deferred tax income
of 16.1 million, the result after tax was 667.9 million (117.3
million).
In the following, we are presenting the various activity segments.
Bonheur and Ganger Rolf have an ownership interest of 50% each in the
various operations, unless otherwise indicated.
Energy related operations
The segment includes Energy Services, Energy Production and Tankers.
Energy Services
Offshore drilling and ship repair and maintenance
FOE, which is owned by Bonheur and Ganger Rolf with 31.6% each, had a
result after tax of 161.9 million in the quarter (negative 114.2
million). The result for the full year was 189.5 million (negative
464.3 million). Below, an excerpt from FOE's report for the quarter
and preliminary annual report has been included.
The Bulford Dolphin drilling rig, which was owned by AS Borgå,
operated throughout the quarter for Pemex in Mexico in a pool with
four other rigs owned by FOE. Two of the pool rigs were without
employment during the quarter, while Bulford Dolphin produced a net
contribution to the pool. The result before depreciation (EBITDA)
amounted to 1.2 million in the quarter and 4.5 million for the full
year.
The rig was sold to FOL by the end of the year. The purpose of this
action was to bring together and coordinate the company's direct
involvement within shipping and offshore through FOL, which also owns
and operates a fleet of floating production units through Fred. Olsen
Production (FOP).
Floating production
The five units operated by Fred. Olsen Production (FOP) within
floating production, were all engaged under various contracts
throughout the quarter. FPSO Knock Taggert and MOPU Borgen Dolphin
both operated under contract for Addax offshore Nigeria. FPSO
Petroleo Nautipa (50% owned) operated offshore Gabon under a contract
for Vaalco. The two FSOs, Knock Dee and Knock Nevis, both continued
their contracts offshore South Africa and Qatar, respectively. Knock
Dee's contract expired by the end of the year, but was extended for a
period of six months.
In October an agreement was signed for the purchase of the tanker El
Greco, a VLCC of 245,000 dwt built in 1985, primarily with the aim of
converting it to a FPSO.
FOP's operating revenue in the quarter amounted to USD 16.5 million
(USD 10.1 million). The operating result (EBITDA) was USD 8.9
million (USD 6.0 million) for the quarter. Net result in the fourth
quarter was USD 1.2 million (USD 1.8 million).
The operating revenue for the year amounted to USD 49.4 million (USD
38.4 million) and the operating result (EBITDA) was 29.3 million (USD
25 million). The FOP net result before tax was USD 9.0 million (USD
6.4 million) after depreciation of USD 19.3 million.
Energy Production
Fred. Olsen Renewables (FOR) achieved an operating revenue of 27.9
million in the quarter (2.1 million) and 49.7 million (9.8 million)
for the full year. The increase is mainly due to the production from
Crystal Rig which only started during the second quarter 2004.
The operating result before depreciation (EBITDA) for the quarter was
14.6 million (negative 5.4 million). The corresponding figure for
the full year was 20.8 million (negative 12.2 million).
In November, FOR's 50% ownership interests in the two minor wind
power plants, Windy Standard Ltd. (10.6 MW) and Bears Down Ltd. (4.8
MW), were sold with a gain of 40.9 million.
In the same month, Eurowind AB, 50% owned by FOR, sold its owneship
of 91.3% in Örestads Vindkraftpark AB to Vattenfall AB. The sale
produced a minor book loss. Eurowind AB has retained a conditional
financial interest depending on the future development of the
project.
Including sales gains of 40.9 million, the result before tax in the
quarter was 44.3 million (negative 6.4 million).
The Crystal Rig production was satisfactory during the quarter. The
construction work at Rothes (50 MW) in Morayshire in Scotland is
expected to be completed in the second quarter 2005 in line with the
original plan. The completion of Paul's Hill (55MW) has been delayed
as a third party has demanded a judicial review of the way the
Scottish authorities have handled certain concession terms. A
clarification is expected in course of the first half of 2005. The
company is also continuing its work on the development of its
concession at Mid Hill (50MW) outside Aberdeen.
After the above mentioned windfarm sales, FOR now is the sole owner
of the plants and projects where the company is actively involved.
Tankers
In the fourth quarter, the tanker market reached levels not
experienced since 1973, although with a considerable downward
correction towards the end of the year. From an earnings point of
view, the full year appears as historic for tanker owners. The
principal driving force behind the strong market development has been
the vigorous growth of the demand for oil in China.
During the year, FOL has operated five Suezmax tankers in the spot
market. The average rate level for the vessels in the quarter was
USD 72,800 per day, while the average for the year amounted to USD
51,000 per day. The corresponding figure for 2003 was USD 28,500.
Total freight revenue on a time charter basis amounted to USD 32.7
million in the quarter (USD 13.7 million) and USD 92.5 million for
the year (USD 80.2 million).
The operating result before depreciation (EBITDA) was USD 31.1
million (USD 8.6 million) in the quarter and USD 80.4 million (USD
48.9 million) for the full year.
The net result for the quarter amounted to USD 35,4 million (USD 9.6
million) and USD 83.6 million for the year (USD 69.0 million
including sales gains of USD 43.4 million).
As mentioned above under floating production, an agreement for the
purchase of the 245,000 dwt VLCC vessel El Greco was signed in
October. The vessel, which has now been renamed Knock Adoon, was
taken over in January 2005. The vessel is employed for a nine months
period at a daily rate of USD 57,000. After this period, it is
planned to have the vessel converted into a FPSO, provided a contract
for such employment can be secured.
Transport
Sterling operated ten Boeing 737-800 planes in the quarter with an
average age of 3.5 years. During the corresponding period in 2003,
Sterling operated eight planes. The larger fleet provided a growth
of 29.3% in the number of passengers in the quarter in comparison
with the corresponding quarter of 2003. By the end of the year, the
company had transported 1,825,206 passengers, an increase of 36.4% as
compared to 2003. The shares of scheduled traffic and charter in the
quarter were 68% and 32%, respectively. The share of scheduled
traffic passengers booking through Internet amounted to 85% during
the same period (85% for the full year 2004).
During the quarter, which mainly represents the low season for
Sterling, the market was characterized by overcapacity, prices under
pressure and high jet fuel prices. This situation has persisted into
2005. The load factor in the quarter was 79%.
Operating revenue in the quarter amounted to DKK 357.7 million (DKK
384.5 million) and DKK 1,613.3 million (DKK 1,249.0 million) for the
full year. The result before tax in the quarter was negative with
DKK 69.8 million (negative DKK 20.8 million), while the result for
the year was negative with DKK 119.3 million (negative DKK 15.5
million), of which roughly DKK 80 million can be related to the
extraordinary high jet fuel prices. The result was also negatively
affected with DKK 23 million in connection with currency hedging
instruments relating to operations in 2003.
In November, Sterling announced flight service cooperation with
Norwegian Airshuttle ASA (Norwegian). The cooperation agreement
implies among other things that Sterling can offer new destinations
like Faro, Edinburgh and Budapest, while Norwegian can add
destinations like Copenhagen, Málaga and Barcelona to its route map.
Comarit S.A. in Morocco (25% owned by Bonheur / 25% by Ganger Rolf)
operated a total of five conventional passenger ferries on five
regular ferry lines from Morocco to Spain and France. The main
service remains the strait between Tanger in Morocco and Algeciras in
Spain. As previously reported, the pool cooperation of this service
was discontinued in 2004 with ensuing increased competition, not
least from high speed vessels operating on this same run. Comarit's
new and longer services to Sète in France and Almería in Spain have
shown a positive development.
The operating revenue amounted to 577.8 million (501 million) for the
year, while the result before tax for Comarit and subsidiaries was
24.0 million (25.3 million). On account of the high costs involved
in the upgrading of the company's vessels in 2003 and 2004, no
dividend was paid to the owners in 2004.
After the sale of the two bulk vessels during the first half of 2004,
Other shipping activities include the ownership and operation of the
ro-ro vessel Norcliff, as well as a financial investment in Oceanlink
Ltd. Norcliff operated on time charter throughout 2004 and the
charter party has been renewed for the full year 2005.
Freight revenue in the quarter amounted to USD 0.8 million (USD 2.1
million), while the operating result was USD 0.7 million (USD 1.2
million). The net result before tax was USD 3.2 million (USD 1.3
million) in the quarter. The net result for 2004 was USD 22.8
million (USD 1.4 million) including the sales gains from the two bulk
vessels.
FOL owns 26% of the shares in Oceanlink Ltd. which owns, wholly or
partially, 13 reefer vessels, one container vessel and one anchor
handling vessel.
Leisure
The cruise operation includes the ownership and operation of the
three vessels MV Braemar, MV Black Watch and MV Black Prince through
the cruise company Fred. Olsen Cruise Lines (FOCL).
The fourth quarter is traditionally low season, which is reflected in
the result. In comparison with the corresponding quarter in 2003,
however, the company is showing progress, including the number of
passengers carried and the earnings per passenger. At the same time,
costs have been reduced. The operation of the three vessels has been
satisfactory. During the quarter, various cruises from the UK to the
Mediterranean have been completed, as well as so-called fly cruises
to the Caribbean Sea.
In January, FOCL entered into an agreement for the purchase of the
vessel MV Grand Latino of 28,388 dwt with delivery in October 2005.
After upgrading and refitting, the vessel will comence operations in
February 2006. Grand Latino, which will be renamed, is a sister
vessel of MV Black Watch which the FOCL has operated since 1996.
MV Black Watch will also be upgraded during the winter and is
expected to be off hire for about two months in that connection.
The operating result before depreciation (EBITDA) in the quarter
amounted to 27.6 million (11.1 million). The improvement since the
corresponding period last year is due to increased turnover, a
favourable pound sterling exchange rate, both in relation to USD and
NOK, as well as positive effects of cost savings. For the full year,
the operating result before depreciation (EBITDA) amounted to 199.9
million (155.3 million). The result before tax as per the end of the
year was positive with 15.3 million (negative 27.8 million).
Tusenfryd AS
Tusenfryd is an amusement park with 34 attractions, 23 games and 21
food service outlets, located in Ås municipality outside Oslo. The
total number of visitors in 2004 was 428,000, a decrease of 35,000 as
compared to the previous year.
In 2004, Bonheur received a dividend of 4.3 million from Tusenfryd.
Bonheur and Ganger Rolf's combined ownership of Tusenfryd increased
to 48.8% following a further purchase of 8% of the shares during the
quarter.
The operating revenue for 2004 amounted to 137.5 million (141.9
million) and the result after tax was 16.2 million (17.9 million).
Notwithstanding a somewhat lower number of visitors, the result
before tax was satisfactory.
The company is planning new attractions for the coming season.
Other investments
Bonheur and Ganger Rolf together own 32.6% of the group AS Norges
Handels & Sjøfartstidende (NHST) which publishes Dagens Næringsliv
among other titles. In the quarter, NHST had a result before tax of
7.5 million (4.9 million), while the result for the full year was
42.9 million (20.6 million).
GenoMar ASA
Bonheur and Ganger Rolf together own 32.9% of GenoMar ASA, which is
developing one of the world's leading breeding strains of Tilapia, a
fresh water fish living in the tropics.
In 2004, the operating revenue of GenoMar was 5.9 million (7.6
million), while the result before tax was negative with 2.7 million
(negative 8.7 million).
International Financial Reporting Standard (IFRS)
Please refer to the general comments regarding IFRS at the beginning
of this report. The guidelines covering standards applicable to IFRS
are developing as part of an ongoing international process. In the
course of 2005, new interpretations and clarifications may develop
relating to the standards which will be in force as per 31 December
2005 and which will be applied to the first IFRS accounts. The
consequence of such interpretations and clarifications may be that
the preliminary assessments regarding the opening balance as per 1
January 2004 will have to be altered before the opening balance
becomes "final" in connection with the first IFRS accounts as per 31
December 2005.
The company's stock exchange release of 8 February contains a
detailed review of the IFRS effects expected to affect the company
through the consolidation of its ownership in Fred. Olsen Energy ASA
(FOE). A copy of this release is enclosed with the fourth quarter
report.
Summing up, the effects from FOE include the following items: Fixed
Assets, Pensions, Financial Instruments and Deferred Tax. The
negative effect through the consolidation of Bonheurs ownership in
FOE amount to 1 016 million, inclusive of the cross owner effect from
Ganger Rolf.
Incidentally, FOE reported that the depreciation charge for 2004 is
expected to be reduced by 180 million. Bonheur's share of this
reduction is estimated at 45 million, inclusive of the cross owner
effect from Bonheur.
Also, as regards associated companies, Bonheur expects an additional
impact from IFRS as the standard disallows consolidation of
indirectly owned shares held by associated companies. The shares in
Bonheur held by Ganger Rolf will consequently be disregarded under
IFRS consolidation. The effect of this should be that Bonheur will
consolidate Ganger Rolf with 49.5% instead of 44.4% as in accordance
with current accounting practice. The estimated positive effect on
the opening balance sheet as of 1st January 2004 amounts to 139
million and this amount is included under the item "associated
companies" in the table below.
In addition, Bonheur expects the following effects of establishing an
IFRS opening balance as per 1 January 2004:
Fixed Assets in Bonheur
In accordance with IFRS 1, dealing with the first conversion to IFRS,
Bonheur has in principle two alternatives: (i) to continue the
existing balance values, or (ii) to replace the existing balance
sheet values with market value (fair value) as the deemed cost price
as per 1 January 2004. The company has chosen to make use of
alternative (ii) for its ownership (50%) in the Bulford Dolphin
drilling rig and the cruise vessel Braemar. The remaining fixed
assets are expected to be reported under IFRS at existing balance
sheet values.
The effect of the above for Bonheur is estimated to be negative by
100 million which will be charged directly against the company's
booked equity.
As a consequence of these adjustments and further fixed asset
adjustments, a reduction of the company's depreciation costs for 2004
by 31 million is expected.
Financial Instruments (IAS 39)
The company has chosen to implement IAS 39 as per 1 January 2004.
The effect of this measure is estimated to be positive by 505
million, which will be credited the equity capital. The reassessment
mainly relates to the application of real value to shares and bonds.
Pensions
The parent company and some associated companies have defined benefit
pension plans. When converting to IFRS, the company has chosen to
make use of the exception available in IFRS 1, that all estimated
variances which have not been adjusted in the balance sheet as per 1
January 2004, are charged to the equity capital. In total, this is
expected to produce a reduction in equity capital of 13 million.
Deferred Tax:
The company has estimated tax obligations for operations subjected to
a tonnage tax as per 1 January 2004 according to a present value tax
rate of 5%. According to the present IFRS rules, the company will
apply a zero rate for such deferred tax obligations, which will
entail a reduction in deferred tax obligations on the balance sheet
of about 10 million for directly owned operations.
In addition,
the group of companies will over all increase its deferred tax
obligations associated with the asset value reduction described under
fixed assets and financial instruments by 93 million. The tax on the
2004 results has not been estimated and the deferred tax obligation
as per 31 December 2004 is therefore unchanged.
Dividend appropriation as per 1 January 2004
The dividend appropriation at the end of the year has been classified
as a current liability in the year of appropriation. Under IFRS, the
dividend shall form part of the equity capital until the final
resolution regarding the distribution of a dividend has been passed
at the Annual General Meeting. This will produce a temporary
positive equity capital effect of 50 million for Bonheur in the
opening balance as per 1 January 2004.
Changes in reporting structure as a consequence of a modified group
structure
After the sale of the Bulford Dolphin drilling rig, the remaining
activities of AS Borgå will be the subject of a demerger and a
subsequent merger with Bonheur and Ganger Rolf. The most important
effect of this will be that Fred. Olsen Renewables AS (FOR) no longer
will be owned 100% by AS Borgå, but will be owned directly by Bonheur
and Ganger Rolf with 50% each.
Simultaneously, the administration is preparing for the formation of
a holding company, which will be owned by Bonheur and Ganger Rolf
with 50% each, to hold the shares of Fred. Olsen Shipping and Fred.
Olsen Shipping II, which today are directly owned 100% by Bonheur and
Ganger Rolf, respectively. These two shipping companies own the
cruise vessels Black Watch and Black Prince.
In practice, the result of these changes will be that the company's
activities within wind power (FOR) and cruise as from 1 January 2005
will be reported as associated companies and no longer as gross
consolidated companies as was previously the case. The company is of
the opinion that this will contribute to make the financial results
of these operations easier to follow. At the same time, this will be
in line with the reporting of the company's other main activities
like FOE, FOTL and Sterling.
Other information:
In an Extraordinary General Meeting on 17 November 2004, it was
resolved to pay an extraordinary dividend of NOK 5.- per share.
Dividends paid per share in 2004 thus amounted to NOK 10,00 per
share.
The Board of Bonheur intends to propose to the Annual General Meeting
in 2005 to resolve the distribution of an ordinary dividend of NOK
5.- per share, as well as the distribution of an additional dividend
of NOK 5.- per share. The total dividend will thus amount to NOK
10.00 per share and consequently, a total of 102 million to be paid
by the company.
The background to the proposal, is the favourable development of the
results for 2004, as well as the fact that 2005 will be the last year
in which the Company's private shareholders may receive a dividend
without becoming subject to so-called double taxation. As from 2006,
Norwegian personal shareholders will be taxed at a rate of 28% on
dividends received. Consequently, the effective tax rate on the
Company's profits as distributed to its shareholders, will increase
by up to 48.2%. This in turn represents an increase of 72.1%
compared to the current regime.
The Annual General Meeting is scheduled for Thursday 26 May 2005 at
14.00 hours on the company premises, Fred. Olsens gate 2, Oslo.
The full report including tables can be downloaded from the following
link:
http://hugin.info/28/R/980770/145401.pdf
Copyright © Hugin ASA . All rights reserved. |
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