Global Tender Barges ASA Annual Report 2009

Transcription

1 Global Tender Barges ASA Annual Report 2009 The business activity of the company is to operate and invest in assets, shares and other securities in various business sectors and industries

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3 Contents Contents Financial Key Figures 4 CEO Update 5 History and Development of GTB Group 6 Management Group and Board of Directors 8 Company Operations 9 Investor Information/Corporate Governance 10 Articles of Association 11 Directors Report 12 Statement of Responsibility 14 Consolidated financial statements Consolidated Income Statement 16 Consolidated Statement of Comprehensive Income 17 Consolidated Statement of Financial Position 19 Consolidated Statement of Cash Flow 20 Consolidated Statement of Changes in Equity 21 Notes to Consolidated Financial Statements 22 Financial statements - parent company Income Statement 47 Statement of Financial Position 48 Statement of Cash Flow 50 Notes to Financial Statements 51 Auditor s Report 65 Global Tender Barges ASA Annual Report 2009 Page 3

4 Financial Key Figures Financial Key Figures (USD 000) Income statement - continuing operations Revenue EBITDA (13 616) (2 454) EBIT Operating profit / loss (14 636) (5 361) Profit/loss before tax (30 220) (2 485) Net profit/loss (11 688) (5 879) Balance sheet Total non-current assets Total current assets Total assets Total non-current interest bearing debt Total equity Total equity and liabilities Cash flow - continuing operations Net cash from operating activities (6 649) 645 Net cash flow from investing activities ( ) Net change in cash and cash equivalents (68 953) Cash and cash equivalents at end of period Other key figures Earnings per share (NOK) (0.03) (0.01) Average share outstanding (million) Share price at year end (NOK) Market capitalisation (MNOK) Page 4 Global Tender Barges ASA Annual Report 2009

5 CEO Update CEO Update 2009 was a year of change for GTB. GTB started the year with three tender rigs operating and by completing the last part of obtaining seismic data off India to complete the project for Indian company Reliance, started in By the completion of this project the company s industrial activities within seismic surveying ended. On 28 May, the company changed name from Global Geo Services ASA to Global Tender Barges ASA. The company defined in 2008 a loan to Spectrum ASA and PC 2000 as assets outside the core business. After overall assessment in June 2009, it was decided to redeem the loan below face value. The decision was based on the risk that the borrower would not be able to meet its commitments as borrower and operator and responsible for seismic survey boat GGS Atlantic, for which GTB still has a secondary guarantee versus the boat owners up until the end of In hindsight, the proceeds from the redemption of the loan have proved to be positive, in discussions with the company s loan syndicate with regard to refinancing loans in the third quarter. PC 2000 has been up for sale throughout the year. It has not been possible to formalise a sale before the end of the year, but there are indications that interest is increasing. The Board of Directors and Management group agreed during the year that the company needed to identify alternatives to become more attractive to the rig and capital markets. The company therefore initiated a strategic process to identify opportunities. After initial discussions with several industrial traders, it became clear that the best alternative was to sell to a company with the same owners as the owners of the operating company on board the rigs. On 2 November, the sale was completed and the proceeds are now placed as bank deposits with the major Norwegian banks. The company got a new main shareholder in November, who also was majority shareholder in a company that wanted to merge with GTB. Negotiations did not materialize. The company continuously assess alternatives for industrial development of the company. The GTB organisation is scaled in accordance with the company s activities. Currently there are two permanent employees, two on contract and an Excecutive Chairman of the Board. Support functions are outsourced to external partners. In February 2010 the company again got a new main shareholder. The Hong Kong registered Oceanus International Investment Company Ltd, a subsidiary In the Chinese HNA Group, aquired 33.3% of the shares. Jon A. Elde CEO/CFO GTB ASA Global Tender Barges ASA Annual Report 2009 Page 5

6 History and Development of GTB Group History and Development of GTB Group 1999 The Company was formed as Global Geo Services ASA ( GGS ) in order to invest in the collection of multi client 2D and 3D seismic data offshore Iran in the Persian Gulf and the Oman Sea. The surveys are named PC Listed on The Oslo Stock Exchange Spectrum Energy and Information Technology Ltd, a seismic niche player providing nonexclusive surveys, seismic data processing and electronic data management services, was acquired The company got two new shareholders; Spencer Energy and Ferncliff DAI Acquired control of the 2D seismic vessel GGS Atlantic through a bare boat agreement Share issue of total NOK 986 million Drilling contracts finalized and transferred. Rig finance structure finalised by a USD 170 million loan through a syndicate led by Lloyds Banking Group, also involving Bank of Scotland, Landsbanki and the Norwegian Export Credit Agency (Eksportfinans) Nescos AS activities were sold to the oil service company Ziebel AS for Ziebel AS shares. Nescos AS renamed GGS Invest AS The seismic activities except PC 2000, was acquired by the spun-off company Spectrum ASA for NOK 275 million, including a NOK 150 million loan, and listed on the Oslo Axess exchange In June 2009, GTB ASA and Spectrum ASA agreed on an early redemption of Spectrum ASA s debt to GTB ASA at a lower amount than face value. Page 6 Global Tender Barges ASA Annual Report 2009

7 History and Development of GTB Group 2001 Nescos AS, a company developing drilling equipment utilising its intelligent well system, was acquired Expanded its seismic business by entering into a partnership with the Chinese oil services company BGP International Equipment for investments in multi client surveys in the Asian Pacific The Singapore registered company Continuity Solutions Pte Ltd (CSPL), an early phase company involved in exploration consulting, seismic contracts and multi client project management, was acquired GTB and BGP International Equipment agreed to establish the 50/50 joint venture company GeoBridge Pte in Singapore to target the seismic market in the Asia Pacific region with multi client surveys Acquired 3 tender barges for a total consideration of USD 216 million Global Geo Services ASA became Global Tender Barges ASA The rig business with the three tender barges was sold for a consideration of USD 229 million inclusive debt. GTB received USD 100 million for the shares in GTB Pte Ltd New main shareholder, Sector Asset Management (UBS AG, London Branch), purchased 33.3% of the shares Evaluation process of strategic possibilities proceeding. Substantial dividend capacity. New main shareholder; the Hong Kong registered Oceanus International Investment Company Ltd, subsidiary in the Chinese HNA Group, 33.3%. Global Tender Barges ASA Annual Report 2009 Page 7

8 Management Group and the Board of Directors Management Group Jon Elde (1968), CEO/CFO Elde has been employed by GTB since February He has previously worked as the CFO of Ringnes, part of the Carlsberg Group, and in corporate development in Orkla and corporate finance KPMG. Elde holds a MBA from Manchester Business School and a BS grade from the University of Southern California. Board of Directors Gunnar Reitan (1954), Executive Chairman of the board Gunnar Reitan has been the chairman of the Board since June He was deputy CEO of the SAS Group up to August 2007, after 15 years as deputy CEO and group CFO. Gunnar Reitan has broad international experience over the last 20 years both at executive and Board level within aviation and travel industries, shipping, finance & insurance and real estate. He is now Executive Chairman of Strata Marine & Offshore AS, which is an oil service group within engineering and precision machining production. He holds several other Board positions in listed companies and private limited companies. John Ove Ottestad (1949) John Ottestad has a long career in Norsk Hydro in which he has held several positions at senior management level. Presently John Ottestad acts as Senior Advisor to Norsk Hydro s Corporate Management, following his tenure as Executive Vice President and CFO from 2002 until May Ottestad has a broad experience from international business, including board membership and chair of listed and private companies and public institutions. John Ottestad graduated from the Norwegian University of Science and Technology (NTNU). Tone Bjørnov (1961) Tone Bjørnov holds a degree in business administration from the Norwegian School of Management (BI), as well as qualifications in French and IT from the University of Oslo. She had a long career with DnB NOR in which she held several management positions. Tone Bjørnov is now a full time board member in several public and private Norwegian companies. Svein Eggen (1950) Svein Eggenhas broad international offshore industry experience and has held a number of leading positions within the Aker system. He took part in the building up and leading of Aker Maritime from the start in 1996 and further establishment of the company Aker Maritime Inc. in the United States. In the period Svein Eggen was the President and CEO of Technip Offshore Inc. Mr. Eggen is today an investor and holds a number of board positions. Ingrid Leisner (1968) Ms. Leisner has previously worked as Head of Portfolio Management for Electric Power in Statoil Norge AS. She also has a background as a trader of different oil and gas products in Statoil Hydro ASA. Mrs. Leisner holds a Bachelor of Business degree (siviløkonom) with honors from University of Texas at Austin. She is currently on the board of Imarex ASA, and on the board of International Maritime Exchange AS. Mrs. Leisner is a Norwegian citizen and resides in Oslo, Norway. Page 8 Global Tender Barges ASA Annual Report 2009

9 Company Operations Company Operations Global Geo Services ASA Global Tender Barges AS Continuity Solutions Pte. Ltd. GGS Invest AS Global Tender Barges AS owned, through the 90 % owned subsidiary Global Tender Barges Pte. Ltd. three tender barges. After the sale of the rigs, there is no activity in the company. Continuity Solutions Pte Ltd. was bought in 2005 and acts under the laws of Singapore. CSPL was involved in consulting within surveys, seismic contracts and multi client project management. There is no activity in the company. GGS Invest AS changed its name from Nescos AS after GTB sold the operations of Nescos to Ziebel AS in February GGS Invest AS holds approximately 4.3 % of the shares and a bond loan in Ziebel AS. Ziebel AS is active within oil well technology. The business of Global Tender Barges GTB comprises of ownership of the PC 2000 seismic data set, GGS Invest and CSPL Singapore, and a substantial cash position. GTB has completed a large 2D seismic survey, the PC-2000 (the Persian Carpet 2000), which covers the entire Iranian part of the Persian Gulf and Oman Sea. GTB has a 10 year exclusive right until 2012 on sales of the multi-client seismic data. The PC-2000 is a 2D seismic survey placed under an exclusive agreement between GTB and the National Iranian Oil Company (NIOC). The survey was funded 100% by GTB and investments totalled NOK 710 million. In addition to the 2D seismic data, GTB has collected gravity data over much of the PC-2000 survey area. Further, GTB has collected 3D data over three areas in the Iranian Persian Gulf. Global Tender Barges ASA Annual Report 2009 Page 9

10 Investor Information/Corporate Governance Investor Information SHARE INFORMATION Global Tender Barges ASA was listed on the Oslo Stock Exchange under the name of Global Geo Services in 2000 and is traded under the ticker GTB. The 20 largest shareholders owned 57.5 % of the outstanding shares at year-end The largest shareholder in GTB as at 31 December 2009 was Sector Asset Management (UBS AG, London Branch) with 33.3 %. As at 31 December 2009, the share price was NOK 3.89 which corresponds to an increase of 50.8 % during Share price development FINANCING As at 31 December 2009, GTB had no interest bearing debt. Corporate Governance GTB s corporate governance principles aim to provide longterm value creation for shareholders, employees, other stakeholders and society in general. The structure of GTB will be developed accordingly. The Board of Directors manages business risk through suitable control and support mechanisms. GTB believes openness and transparency are essential when it comes to gaining and maintaining the trust of shareholders, stakeholders, the business community and the general public. We regard trust as vital to sustaining a good reputation and profitable value development. As a company listed on the Oslo Stock Exchange, the company is subject to Norwegian securities law and Norwegian stock exchange rules. The Norwegian Code of Practice dated 7 December 2004, and revision of 4 December 2009, is based on Norwegian legislation for limited companies, auditing, the stock exchange and securities. The Board of Directors of GTB has decided to provide its corporate governance statement in line with the Norwegian Code of Practice for Corporate Governance. Compliance with the code of practice for corporate governance With one exception; GTB will, due to the seize, not have Supervisory Board, the company fulfils the Norwegian Code of Practice for Corporate Governance published by the Norwegian Corporate Governance Board (NCGB) in December 2004, and later amendments. The board and management continuously evaluate processes and policies in accordance with NCGB. The board and management are continuously working to develop and renew processes and procedures according to Code of Practice for Corporate Governance. Page 10 Global Tender Barges ASA Annual Report 2009

11 Articles of Association Articles of Association as of 31 December 2009 Article 1 - Company name The company name is Global Tender Barges ASA. The company is a public limited liability company. Article 2 - Business municipality The registered office of the company is in Oslo. Article 3 - The business of the company The business activity of the company is to operate and invest in assets, shares and other securities in various business sectors and industries. Article 4 - Share capital and shares The share capital of the company is NOK 80,527, divided into shares with a nominal value of NOK 0.6 each. Article 5 - The Board of Directors The Board of Directors shall have between three and seven members. The members are elected for a period of two years at the time. The Chairman of The Board of Directors is elected at The General Meeting. The elections shall be facilitated such that not all members are on election at the same time. Article 6 - Nomination committee The company shall have a nomination committee consisting of one to three members. The members are elected for a period of two years at the time. The elections shall be facilitated such that not all members are on election at the same time. Article 7 - The General Meeting The annual general meeting shall consider and decide the following: 1. Approval of the annual financial statement and the annual report, including the distribution of dividends. 2. Election of board members and the auditor (if up for election). 3. Other matters that by law or these articles pertain to the general meeting. If documents related to matters that shall be dealt with by the general meeting is made available for the shareholders on the company s webpage, the general requirements in the Norwegian Public Limited Liability Companies Act that the documents shall be sent to all shareholders does not apply. This includes documents that according to law shall be included in or attached to the summons for a general meeting. Global Tender Barges ASA Annual Report 2009 Page 11

12 Directors Report 2009 Directors Report 2009 GTB shall operate and invest in various assets. During 2009, the company s rig operations consisting of three tender rigs were sold. The sale was agreed end of September, and completed beginning of November. GTB now has significant liquid holdings and a seismic multi-client library off Iran, called PC2000. GTB s head office is at Skøyen, Oslo. Business activities in 2009 The result for 2009 reflects the restructuring GTB has carried out after the rig operations were sold. In addition, GTB completed a seismic survey off India, which was started in The company s financial position and operating result The result from the rig operations is presented under Discontinued operations in the Consolidated income statement. At year end 2009, the group reported revenues for continuing business USD 4.0 million, compared to USD 4.5 million in The reduction in revenues is due to lower level of seismic activities in Operating expenses amounted to USD 17.6 million. In 2008, operating expenses was USD 7.0 million. Earnings before interest, taxes, write-downs, depreciation and amortization (EBITDA) was USD million in 2009, compared to USD -2.5 million in Amortization and depreciation amounted to USD 1 million, entirely amortisation of the PC2000 seismic library. In 2009, operating loss was USD million. In 2008, the operating result was USD -5.4 million. Net financial items were USD million compared to USD 2.8 million in The loss before tax was USD million in 2009, compared to USD -2.5 million in For the parent company the revenues was NOK 43.4 million versus NOK 62.1 million in Operating profit was NOK million, compared to NOK million last year. The Board proposes dividend of NOK million. Dividend and the parent company s loss for the year, NOK million, are transferred to other equity. The annual financial statements have been prepared on the basis of a going concern assumption and the Board hereby confirms that this assumption is valid. Liquidity, financing and capital structure As at 31 December 2009 the Group s total assets amounted to USD million. Total equity was to USD 119,3 million. The net cash balance as at 31 December 2009 was USD million compared to USD 42.8 million as at 31 December The net change in cash over the year was a positive USD 73.4 million. The change is mainly due to the sale of the rigs. The parent company s assets at 31 December 2009 were NOK million. Equity amounted to NOK million. After proposed dividend, NOK million, free equity is NOK million. The stock market release regarding the tender rig transaction, communicated that a substantial part of the proceeds from the sale would be paid out as dividend. This was repeated in the extraordinary General meeting 9 December 2009, where also the reduction of the Share premium reserve, from NOK million to NOK 0, was approved. The capital reduction will be used under the General meeting direction. The company is in position to pay dividend. The Board of directors proposes dividend of NOK 3.5 per share. As at 31 December 2009 the Group had no interest bearing debt. GTB is positioned to meet its future commitments with own funds, also after payment of proposed dividend. On 28 May 2009, the Annual General Meeting authorised the Board to increase share capital by up to new shares and to purchase up to 10% of the outstanding shares. The mandates have not been used in 2009 and are valid until the Annual General Meeting in HSE and organisation GTB aims to carry out safe and secure operations. The Group complies with national and international requirements and guidelines. The Group had 2 employees as at 31 December 2009 and a good working environment with a sick leave rate of 1.2 %. The Group is actively committed to rehabilitation and adjusting the nature of work for any sick employees. 50% of the Group s employees are female. The Board and management of the company focus on preventing any form of discrimination due to gender or race in relation to matters such as pay, promotion and recruitment. The group complies with legislation on equal employment. No serious injuries or accidents were reported in The Board has drawn up general guidelines concerning the compensation and remuneration of the management group, which were approved by the Annual General Meeting in May The statement is based on the principle that the Group will strive to offer remuneration on market terms. The compensation and remuneration of the CEO is determined by the Board. The CEO determines the remuneration of the rest of the management group. Details of compensation for key executives and the CEO can be found in note 9 of the consolidated financial statements. The environment The Group has minimal impact on the external environment. Corporate governance report The GTB Board has decided to provide its statement on the Group s corporate governance practices in accordance with the Norwegian Code of Practice for Corporate Governance dated 7 December 2004 and revisions of 4 December The Board fully endorses the statement and it will be revised every year by the Board. The Board and Management have a good working relationship. Shareholders and equity As at 31 December 2009 GTB s two largest shareholders were Sector Asset Management (UBS AG, London Branch), with 33.3 % and Spencer Energy with 4.5%. As at 31 December 2009 the 20 largest shareholders owned 57.5 % of the outstanding shares. A more detailed presentation of shareholders and equity is provided in note 19 in this annual report. 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13 Directors Report 2009 Risk management GTB is exposed to a number of different risk factors. Interest rates in the money markets and the value of the US Dollar are two important factors for placing surplus liquidity. In addition the company faces risks due to contractual obligations related to the rig transaction and versus financial institutions where surplus liquidity is placed. Furthermore, fluctuations in the price of oil, capital markets, the market for seismic surveys and political situation in Iran are major risk factors linked to the value of PC2000. GTB manages these risk factors by monitoring external risk factors itself, in consultation with external advisors and through internal reporting and control procedures. The Group s risk factors are discussed in more detail in note 4. Market outlook The Board would like to emphasise that there is some uncertainty associated with making future estimations and predictions. The financial markets are still subject to turbulence, with unstable oil prices, share prices and severely restricted access to capital. The company is financial stable with limited operations. The Board continuously work to develop possibilities for the shareholders best. Based on the above review, the Board has a cautiously optimistic view of the company s future prospects. Events after balance sheet date Bergen Oilfield Services proposed a merger in November. The proposal was thoroughly discussed by the Board; negotiations did not materialize and was terminated in February The Board continues to assess strategic alternatives. 18 February 2010 the company got a new main shareholder. The Hong Kong registered Oceanus International Investment Company Ltd, a wholly owned subsidiary of the Chinese HNA Group, now owns 33.3 % of the shares. Oslo, 2 March 2010 Gunnar Reitan Chairman of the Board Tone Bjørnov Member of the Board Ingrid Leisner Member of the Board Svein Eggen Member of the Board John Ove Ottestad Member of the Board Jon A. Elde CEO/CFO Global Tender Barges ASA Annual Report 2009 Page 13

14 Statement of Responsibility Statement of Responsibility Today, the Board and CEO/CFO of GTB ASA reviewed and approved the Board of Directors report and the consolidated financial statements for the Group and that of the parent company for the year ending December We confirm that, to the best of our knowledge, that the financial statements for the period from 1 January to 31 December 2009 has been prepared in accordance with approved accounting standards and gives a true and fair view of the Group and the Company s consolidated assets, liabilities, financial position and results of operations, and that the Report of the Board of directors provides a true and fair view of the development and performance of the business and the position of the Group and the Company together with a description of the key risks and uncertainty factors that the company is facing. Oslo, 2 March 2010 Gunnar Reitan Chairman of the Board Tone Bjørnov Member of the Board Ingrid Leisner Member of the Board Svein Eggen Member of the Board John Ove Ottestad Member of the Board Jon A. Elde CEO/CFO Page 14 Global Tender Barges ASA Annual Report 2009

15 Group Group Global Tender Barges ASA Annual Report 2009 Page 15

16 Consolidated Income Statement Group Consolidated Income Statement (USD 000) Note Continuing operations Seismic revenues Total operating revenues Payroll expenses 9 (1 968) (395) Other operating expenses 8 (15 606) (6 570) Total operating expenses (17 574) (6 965) Earnings before interest, tax, depreciation, amortization and impairment (EBITDA) (13 616) (2 454) Depreciation and amortization 13, 14, 18 (1 020) (2 907) Operating profit/ (loss) (14 636) (5 361) Interest income Interest expense 11 (22) (477) Net foreign exchange gain/(loss) Other financial income Other financial expense 11 (17 167) (4 104) Net financial items (15 584) Profit/(loss) before tax (30 220) (2 485) Tax expense 12 (145) - Net profit/(loss) for the year from continuing operations (30 365) (2 485) Discontinued operations Net profit/(loss) for the year from discontinued rig operations (10 687) Net profit/(loss) for the year from discontinued seismic operations Net profit/(loss) for the year (11 688) (5 879) Net profit/(loss) attributable to the equity holders of the parent (11 282) (5 000) Net profit/(loss) attributable to the Non controlling interests (406) (879) Earnings per share Basic, profit for the year attributable to ordinary equity holders of the parent 20 (0.03) (0.05) Diluted, profit for the year attributable to ordinary equity holders of the parent 20 (0.03) (0.05) Earnings per share for continuing operations Basic, profit from continuing operations attributable to ordinary equity holders of the parent 20 (0.07) (0.10) Diluted, profit from continuing operations attributable to ordinary equity holders of the parent 20 (0.07) (0.10) Average shares outstanding Average shares outstanding diluted Page 16 Global Tender Barges ASA Annual Report 2009

17 Consolidated Statement of Comprehensive Income Consolidated Statement of Comprehensive Income (USD 000) Net profit/(loss) (11 688) (5 879) Currency translation differences (15 889) Other comprehensive income/ (loss) for the period (15 889) Total comprehensive income for the period (7 249) (21 768) Attributable to: Equity holders of the parent (6 843) (20 889) Non controlling interests (406) (879) Global Tender Barges ASA Annual Report 2009 Page 17

18 Consolidated Statement of Financial Position - Assets Consolidated Statement of Financial Position - Assets as at 31 December (USD 000) Note Intangible non-current assets Multi-client library Tangible non-current assets Rigs Other equipment Other non-current assets Non-current deferred costs Non-current receivables Investment in shares Total non-current assets Current assets Inventory Current deferred costs Trade receivables 4, 16, Other receivables 4, 16, Restricted cash 17, Cash and cash equivalents Total current assets Total assets Page 18 Global Tender Barges ASA Annual Report 2009

19 Consolidated Statement of Financial Position - Equity and Liabilities Consolidated Statement of Financial Position - Equity and Liabilities as at 31 December (USD 000) Note Equity and liabilities Equity attributable to equity holders of the company Paid in equity Share premium reserve Approved, not registered reduction of Share premium fund Retained earnings (32 604) (21 322) Other reserves (15 645) (20 084) Non controlling interests Total equity Non-current liabilities Non-current deferred revenue Non-current interest bearing debt Other financial liabilities Total non-current liabilities Current liabilities Trade payables 4, Current interest bearing debt Current deferred revenue Taxes payable Prepayment from customers Provisions 4, Total current liabilities Total equity and liabilities Oslo, 2 March 2010 Gunnar Reitan Chairman of the Board Tone Bjørnov Member of the Board Ingrid Leisner Member of the Board Svein Eggen Member of the Board John Ove Ottestad Member of the Board Jon Elde CEO/CFO Global Tender Barges ASA Annual Report 2009 Page 19

20 Consolidated Statement of Cash Flow Consolidated Statement of Cash Flow (USD 000) Note Operating activities Profit/(loss) before tax from continuing operations (30 220) (2 485) Finance income and expense (2 876) Depreciation and amortisation Working capital changes (3 145) (35 709) Taxes paid 12 (145) - Net cash flows from continuing operating activities (16 906) (38 163) Net cash flows from discontinued operating activities, Rig Net cash flows from discontinued operating activities, Seismic Net cash flows operating activities (6 649) 645 Investing activities Investment in fixed assets 13 - (390) Proceeds from sale of seismic business Proceeds from sale of rig business Proceeds from sale of other assets Interest received Net cash flows from continuing investing activities Net cash flows from discontinued investing activities, Rig (8 761) ( ) Net cash flows from discontinued investing activities, Seismic (3 482) Net cash flows investing activities ( ) Financing activities Proceeds from borrowings Interest paid (22) - Net cash flows from continuing financing activities Net cash flows from discontinued financing activities, Rig (25 230) Net cash flows from discontinued financing activities, Seismic Net cash flows financing activities (17 416) Net change in cash and cash equivalents continuing operations (8 481) Net change in cash and cash equivalents discontinued operations, Rig (23 734) (60 472) Net change in cash and cash equivalents discontinued operations, Seismic - (788) Effects of exchange rate changes (3 705) Restricted cash at January Restricted cash at December Cash and cash equivalents at January Cash and cash equivalents at end of period Page 20 Global Tender Barges ASA Annual Report 2009

21 Consolidated Statement of Changes in Equity Consolidated Statement of Changes in Equity (USD 000) Attributable to equity holders of the parent Paid in equity Share premium reserve Retained earnings Currency differences Total Non controlling interests Equity at 1 January (16 322) (4 195) Profit for the period - - (5 000) (5 000) (879) (5 879) Other comprehensive income (15 889) (15 889) - (15 889) Total comprehensive income - - (5 000) (15 889) (20 890) (879) (21 769) Issue of share capital, non controlling interest * Equity at 31 December (21 322) (20 084) Total equity * Capital increase in GTB Pte Ltd (USD 9 million) by non controlling interest. (USD 000) Attributable to equity holders of the parent Paid in equity Share premium reserve ** Retained earnings Currency differences Total equity Non controlling interests Equity at 1 January (18 874) (22 532) Profit for the period - - (11 282) - (11 282) - (11 282) Other comprehensive income (406) Total comprehensive income - - (11 282) (6 843) (406) (7 249) Approved not registered reduction of share premium reserve - ( ) Issue of share capital, non controlling interest* Discontinued operations (9 382) (9 382) Equity at 31 December (15 645) Total equity * Capital increase in GTB Pte Ltd (USD 1.7 million) by non controlling interest. ** Approved, not registered reduction of share premium reserve was converted to free equity 2 March The Board proposes that NOK 3.50 per share to be paid as dividend for the current financial year Global Tender Barges ASA Annual Report 2009 Page 21

22 Notes to Consolidated financial statements Notes to Consolidated Financial Statements Note 1 Corporate information 23 Note 2 Basis of preparation 23 Note 3 Significant accounting policies 24 Note 4 Financial risk management 28 Note 5 Business combinations 30 Note 6 Discontinued operations 31 Note 7 Revenues and segment information 32 Note 8 Other expenses 34 Note 9 Personnel expenses and employee benefits 34 Note 10 Related parties 35 Note 11 Financial items 36 Note 12 Income tax 37 Note 13 Property, plant and equipment 38 Note 14 Intangible assets 39 Note 15 Inventories 39 Note 16 Trade and other receivables 39 Note 17 Restricted cash 40 Note 18 Deferred expenses 40 Note 19 Share capital and shareholder information 41 Note 20 Earnings per share 42 Note 21 Financial instruments 42 Note 22 Deferred revenues 44 Note 23 Guarantees, commitments and contingencies 44 Note 24 Group entities 45 Note 25 Subsequent events 45 Page 22 Global Tender Barges ASA Annual Report 2009

23 Notes to Consolidated Financial Statements Note 1 - Corporate information Global Tender Barges ASA (GTB) is a public limited liability company incorporated and domiciled in Norway. The address of the domicile is Sjølyst Plass 2, 0278 Oslo. The principal activity of GTB is investing activities. The consolidated financial statements of GTB for year-end 2009 were approved by the Board of Directors (the Board) and the Chief Executive Officer (the CEO) on 2 March Note 2 - Basis of preparation The consolidated financial statements for GTB have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the EU. The consolidated financial statements have been prepared on a historical cost basis except for financial instruments at fair value through profit and loss that are measured at fair value. The consolidated financial statements of GTB are prepared according to consistent principles for similar transactions. Basis of consolidation The consolidated financial statements comprise the financial statement of GTB and its subsidiaries as at 31 December The financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. Subsidiaries are all entities where GTB has a controlling interest. A controlling interest is normally attained when GTB holds, directly or indirectly, more than 50 % of the voting rights and is capable of exercising financial and operational control over the company. The subsidiaries are consolidated from the date on which control is transferred to GTB. Correspondingly, they will no longer be consolidated from the date the control ceases. All intra-group balances, income and expenses and unrealized gains and losses resulting from intra-group transactions are eliminated in full. Non-controlling interests represent the portion of profit or loss and net assets that is not held by GTB and are presented separately in the consolidated income statement and within equity in the consolidated balance sheet, separately from parent shareholders equity. Presentation and classification Income statement The income statement is presented by nature for revenues and expenses. Other comprehensive income Effects on equity not taken through profit and loss is presented separately in the statement of comprehensive income. Balance sheet Current assets and current liabilities include items due in less than one year from balance sheet date and items tied to the operating business. Cash flow statement The cash flow statement is prepared using the indirect method. Significant accounting judgments, estimates and assumptions The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset and liability affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustments to the carrying amounts of the assets and liabilities within the next financial years are discussed below: Discontinued operations On 20 September 2009 GTB AS, a wholly owned subsidiary of GTB ASA resolved to enter into an agreement to sell its shares in GTB Pte Ltd (the rig business ). The transaction was approved by the general meeting of GTB ASA on 12 October 2009, and completed on 2 November Results from the rig operation is presented as discontinued operations in the Income statement and in notes for The result includes estimates that are based on reasonable judgments has been reclassified to show comparable figures. For more details on the discontinued operations, see note 6. GTB AS has given customary seller s warranties relating to interim financial statements, tax and working capital, and it has also been given a parent guarantee to one of GTB Pte s customers. Furthermore, GTB ASA guaranteed in 2008 for leasing obligations of the seismic vessel GGS Atlantic. Management has considered, based on information available before and after the closing date, the need for accruals due to the warranties, see note 23. Provisions Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the income statement. Global Tender Barges ASA Annual Report 2009 Page 23

24 Notes to Consolidated Financial Statements Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trade and financial assets designated upon initial recognition at fair value through profit or loss. These assets are carried in the Statement of financial position at fair value with changes in fair value recognized in finance income or finance cost in the income statement. Note 3 - Significant accounting policies Foreign currency translation The consolidated financial statements are presented in USD, whereas the functional currency for the parent company is NOK. The 2008 consolidated statements were presented in NOK. Assets and liabilities in 2008 are translated into USD at the rate of exchange prevailing at , and the income statements are translated into USD at average exchange rates prevailing each reporting period. The exchange differences arising on the translation are recognized in equity. Functional currency is determined according to IAS 21 principles for each entity. Transactions in foreign currency are translated using the exchange rate in effect on the date of transaction. Monetary assets and liabilities in foreign currency are translated into the functional currency using the exchange rate in effect on the balance sheet date. Exchange differences arising from translations are recorded in the income statement. Non-monetary assets and liabilities measured at historical cost in foreign currency are translated using the exchange rate in effect on the date of transaction. Non-monetary assets and liabilities denominated in foreign currency, and recognized at fair value, are translated using the prevailing exchange rate on the date of the determination of the fair value. The assets and liabilities of the entity are translated into USD at the rate of exchange prevailing at the balance sheet date and the income statements are translated into USD using the average exchange rate. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of foreign entity, the deferred cumulative amount recognized in equity related to that particular foreign entity is recognized in the income statement. Business combinations Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair values at the date of acquisition. Discontinued operations A discontinued operation is a component of the Group that has been disposed off or is classified as held for sale and represents a separate major line of business. A separate major line of business is a distinguishable component of the entity that is engaged in providing a group of products or services and that is subject to risk and rewards that are different from those of other separate major line of business. Revenue recognition Revenues from multi-client projects, contract seismic and processing are presented as seismic revenues. The majority of the seismic business was sold during 2008 and hence presented as discontinued operations. Seismic revenues Multi-client projects are projects where GTB, at its own risk and expense, has conducted all or parts of the collection of geophysical data. The data can be sold to an unlimited number of customers. Multi-client revenues are recorded when earned and when GTB has a binding agreement with the customer. Revenue from ongoing surveys is recognized according to the percentage of completion method. Determination of the percentage of completion is based on the amount of accrued expenses relative to the estimated total expenses of the survey. The survey is defined as completed on the date when the seismic data is collected and the vast majority of the data is processed. GTB recognizes the sale of seismic data for completed projects on the date of delivery. Contract seismic projects are projects where GTB collects predefined geophysical services on behalf of a customer. Revenue from contractual seismic data is recognized when earned and according to the percentage of completion method. Revenue from the processing of seismic data is recognized at date of delivery. Rig revenues The Group s contracts are term contracts. These are contracts where the assignment is to operate the tender rigs for a specified period of time. For each contract the Group determines whether the contract is a multiple element arrangement and, if so, identifies all deliverables (elements). The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement at inception date and considers whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. All the Group s contracts were multiple element arrangements, containing both a lease element and a drilling services element. The lease element is recognized to the income statement on a straight line basis over the lease period, starting from commencement date. Commencement date is when the customer according to the contract gets the user benefits and takes control of the tender rig, i.e. when the tender rigs are located on site at the oil fields. Any option periods are included in the lease period at the inception of the lease when GTB is reasonably certain that the lessee will exercise the option. The drilling services element is recognized in the period in which the drilling services are rendered (drilling period) at rates at fair value. Mobilization revenues are recognized on a straight line basis over the lease period, starting from commencement date. Page 24 Global Tender Barges ASA Annual Report 2009

25 Notes to Consolidated Financial Statements Reimbursements Reimbursements received for the purchase of supplies, equipment and other services at the request of GTBs customers and where GTB is responsible to the customer for providing the product in accordance with contract, are recognized as revenue. Interest income Interest income is recognized as interest accrues using effective interest method. Operating expenses Direct incremental expenses of mobilization and customer specific investments according to the contracts are deferred and recognized on a straight-line basis over the lease period. Other rig operating expenses are expensed when incurred and presented as rig operating expenses. Operating expenses, including general and administrative expenses, are expensed when incurred. Rigs and equipment Rigs and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such costs include the cost of adding/ replacing part of the rig and equipment when that cost is incurred and the recognition criteria are met. The carrying amount of those parts that are replaced is written off. Components which have significantly different useful lives are identified separately from the rig and depreciated over their respective useful lives. Depreciation is calculated on a straight line basis over the useful lives of the assets as follows: rigs 40 years and other components 2-40 years. That part of the rig s costs which relates to SPS (special periodic surveys) is depreciated over the estimated time to the next scheduled SPS, normally 3-5 years. Calculated depreciation takes into account the asset s residual value if significant. Rigs and equipment are de-recognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on de-recognition of the asset (calculated as the difference of the net disposal proceeds and carrying amount of the asset) is included in the profit and loss statement in the year the asset is derecognized. Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. Group as lessee Operating lease payments are recognized as an expense in the income statement on a straight line basis over the lease term. Group as lessor Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset is classified as operating leases Intangible assets Multi-client library The multi-client library comprises completed projects that can be licensed to a number of customers. All direct costs related to data collection, processing and completion of seismic projects are capitalized. The multi-client library is capitalized at cost less accumulated amortization and accumulated impairment losses. The PC2000 library is amortized on a straight line basis over 7 years, and is fully amortized as per 30 June Impairment of tangible and intangible non-financial assets Tangible and intangible non-financial assets are assessed for impairment at each reporting period and always when events occur or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When impairment is considered, the assets are grouped at the lowest level for which there are separate identifiable cash-generating units. Impairment is calculated as the difference between the asset s carrying amount and the recoverable amount. The recoverable amount is the higher of the asset s fair value less cost to sell and the value in use for GTB. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. When it is assumed that the asset s recoverable amount is lower than its carrying amount, the asset is written down to the recoverable amount. The impairment amount is recognized in the income statement in those expense categories consistent with the type of the impaired asset. Previously recognized impairment losses are only reversed if there is no indication of impairment in the current year and there have been changes in the estimates used to determine the recoverable amount. The reversed amount cannot exceed the recoverable amount nor the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss. Financial instruments Financial instruments within the scope of IAS 39 are classified as; financial assets or financial liabilities at fair value through profit or loss loans and receivables held-to-maturity investments available for sale financial assets other financial liabilities GTB determines the classification of its financial instruments at initial recognition. GTB has no held-to-maturity investments or available for sale financial assets. Financial assets and financial liabilities are recognized initially at fair values and in the case of loans and borrowings, directly attributable transaction costs. Global Tender Barges ASA Annual Report 2009 Page 25