Financial notes
NOTE 1. ACCOUNTING PRINCIPLES
The annual financial statement has been prepared in accordance with the Accounting Act (Norway) of 1998 and generally accepted
accounting principles. O.N. Sunde AS is a Norw egian private limited company with it s head office in Oslo , Norway.
Principles of consolidation
The consolidated financial statement comprises the parent company O.N. Sunde AS and all subsidiary companies in which the
company has voting control. Shares in subsidiary companies are eliminated according to the purchase method. Payment at time of
acquisition in excess of book equity is allocated to identifiable assets. Added values that cannot directly be attributed to identifiable
assets are capitalized as goodwill. The accounts have been prepared in accordance with uniform accounting principles for
the entire Group. Internal transactions, intercompany balances and internal gains are eliminated in the consolidated accounts.
In the case of consolidated accounts in foreign currency, the income statement is translated using average exchange rates for
the year. For foreign business the balance sheet day exchange rate is used for the translation of the balance sheet. Translation
differences are charged directly to equity.
The main principle f or evaluation and clas sification of assets and liabilitie s
Assets that are long-term in nature or use are classified as non-current assets. Other assets are classified as current assets.
Receivables scheduled to be repaid within one year are classified as current assets. Current and non-current liabilities are classified
according to the same principle. Non-current assets are valued at procurement cost, but are written down to fair value
when the drop in value is not expected to be temporary. Non-current assets with a limited economic life are subject to planned
depreciation. Long-term loans are recorded in the balance sheet at the nominal amount received on date of issuance. Current
assets are recorded at procurement cost or fair value, whichever is the lower. Short-term shareholdings are recorded at fair value
on balance sheet date. Current liabilities are recorded in the balanc e sheet at nominal amount on dat e of issuance.
Certain items are recorded according to other principles and the se are detailed below.
Operating income
The Group generates income from a range of business areas. Operating income is recognised when services are provided or when
goods are delivered.
Operating expenses
Costs are expensed during the same period as the appurtenant income.
Foreign currency
Monetary items in foreign currency are translated at the exchange rate on balance sheet date. Items on the income statement are
translated at the e xchange rate ruling on the dat e of the tr ansaction.
Receivables
Receivables are entered at nominal value with a deduction for anticipated loss.
Inventories
Stocks of raw materials, finished goods, goods for resale and bunkers are valued at cost price or market value with the deduction
of sales costs, whichever is the lo west. Procurement costs are classified according to the FIFO method.
Hired property, plant and equipment
In the case of operational leasing agreements, costs relating to the leasing agreement are charged as they arise. Operating assets
leased on terms that to a significant extent transfer economic risk and control to the company (financial leasing) are recognised
in the balance sheet as tangible non-current assets and the associated liabilities are included as liabilities under interest-bearing
long-term debt at amortized value on the termination date. Operating assets are depreciated according to a depreciation plan and
the liability is r educed by the amount o f paid r ental less estimated interest expense.
Principles of depreciation
Ordinary depreciation comprises commercial depreciation on a s traight line basis .
Depreciable assets are capitalized at cost price and depreciated according to anticipated remaining useful life with a deduction
for any remaining value at the end of useful life. Replacement and renewals that materially increase the capacity or life of the
asset are capitalized. Terminal buildings owned by the Group on leased ground are depreciated over the remaining life of the
lease. Investments in leased property plant and equipment are accrued over the remaining contract period. Write-downs take
place if the f air value is lower than book v alue and the dr op in v alue is no t considered to be t emporary in nature.
Classification expenses and maintenance
Ships are subject to regular classification and maintenance programmes. Maintenance expenses resulting from classification are
charged to income on an ongoing basis.
Pension commitments and pension costs
The Group has de fined benefit and de fined contribution pension s chemes. Generally, the pension s chemes are financed by means
of payments to life assurance companies.
The defined benefit schemes grant employees the right to an agreed future pension benefit. These benefits are based on a number of pension-earning years and the pay level of the individual employee. In addition, the company has a number of direct pension
liabilities. These are recorded in the balanc e sheet under e stimated net pension fund as sets.
Net pension costs are classified in their entirety under wage costs in the income statement and comprise pension earnings
during the period, including calculated future growth in wages and interest costs with the deduction of estimated return on
pension funds. In the balance sheet, net pension funds are presented as a non-current receivable or as other provisions for
liabilities. The figure also includes employer's National Insurance contributions which will be charged at applicable rates. The
effect of changes in estimates and difference between estimate and actual return is entered in the income statement over the
average remaining earning period when the accumulated effect exceeds 10% of pension funds or pension commitments, whichever
is the highest. In the case of defined contribution pension schemes the cost will be in accordance with paid-up premium for the
period to which the contribution relates. During 2008 the parent company and parts of the Group switched from defined benefit
to defined contribution schemes.
Goodwill/other intangible assets
Goodwill in the Group has been established in connection with the acquisition of various business operations. Goodwill is depreciated
over the estimated economic life. A depreciation period of 15 – 20 years is in line with the premises that form the basis
for the values in connection with the acquisition of the ferry business. The depreciation period for goodwill established through
acquisitions in the chemical industry sector has been fixed at 10 years. Goodwill established through acquisitions in the Sports,
Clothing and Fashion business is depreciated over a period of 10 – 20 years. Other intangible assets are entered in the accounts
at procurement cost with the deduction of accumulated depreciation and write-downs. Depreciation of accrued intangible assets
is calculated and recognised in the income statement according to the straight line method over the estimated useful life of the
intangible assets. The depreciation period is 5 – 15 y ears. Other non- accrued intangible assets are not depreciated.
Tax
Tax costs for the year in the income statement comprise changes in deferred tax and tax payable. Changes in deferred tax
express future payable taxes based on business during the year. Deferred tax refers to tax for payment in future periods based on
accumulated profit. Deferred tax is calculated on the basis of net temporary differences between accounting and tax related
values after deduction of carry-forward loss. The ruling tax rate at year-end is applied in the calculation. Deferred tax and
deferred tax benefit are presented as ne t amounts in the balanc e sheet. Tax linked to capital transactions is char ged to equity.
Shares in subsidiaries
Investments in subsidiary companies are valued according to the cost method. Group contributions after tax from the parent
company to subsidiary companies are entered in the accounts as an increase in investments in subsidiary companies. Dividend
and Group contribution of profits during the ownership period are recorded in the income statement as proceeds from investments
in subsidiaries.
Associated companies
Associated companies are enterprises in which the Group has considerable influence, but does not control the financial and operational
management. Stakes in associated companies where the Group is a participant (stake 20-50%) are entered in the income
statement according to the equity method and the investment is evaluated at equity ratio and the share of the profit is taken
to income/charged from the time considerable influence is reached and until such influence ceases. When the Group's share of
a loss exceeds the investment in an associated company, the Group value in the balance sheet is reduced to nil and further loss
is not recognized unless the Group has incurred legal or financial commitments on behalf of the associated company. Unrealized
gains connected to transactions with associated companies are eliminated in the consolidated accounts in relation to the Group's
holding.
Financial risk
The Group makes use of financial instruments in line with its financial policy in order to control the risk of fluctuations in the
Group's cash flows.
Interest rate hedging
Financial derivates earmarked as financial instruments are used in connection with probable cash flows connected with the buying
of sections of the bunkers requirements for the Group's ships as at 31 December 2010. The Group has hedging contracts covering
the price for bunkers for approx. 45% of estimated consumption in 2011, more or less equally distributed throughout the year.
There has been no e ffect on pr ofits due t o valid hedging c ontracts in 2 010.
Exchange rate hedging
In order to decrease exchange rate risk, financial instruments are applied. Hedging means items where the financial effect of
fluctuations in exchange rates are for the most part limited. Hedging is linked to budgeted receipts and payments and not to
contractual cash flows. Such hedging contracts are not therefore entered as hedges. Unrealised loss on such instruments is
entered in the income statement under financial items. Gains that are a result of reversing of unrealised loss in earlier periods
are entered in the inc ome statement.
Changes in accounting principles
There are no changes in accounting principles.
Changes in figures for comparison
There are no change s in f igures for comparison.
The use of estimates
When preparing the annual financial statement and in accordance with generally accepted accounting practice, estimates and
conditions have been applied that affect the income statement and the valuation of assets and liabilities. Information on uncertain
assets and liabilities on balance sheet date are specified. Probable and quantifiable conditional losses are expensed on a
continuing basis.
Statement of cash flows
The cash flow statement is prepared according to the indirect method. Cash and cash equivalents comprise cash, bank deposits
and other short-term placement of liquidity.
Occurrences after balance sheet date
Provision is made in the annual financial statement in respect of new information on the company's financial position after
balance sheet date. Occurrences after balance sheet date that do not affect the company's financial position, but that will affect
the company's financial position in the fut ure are stated whenever the oc currences are of material impor tance.
NOTE 2. SHARES IN SUBSIDIARIES
The Group comprises the par ent company O.N. Sunde AS and it s subsidiaries:
(Amounts in TNOK)
Name of subsidiary company |
Registered office |
Share capital |
Stake in percent |
book equity value |
Book value |
Profit after tax |
|---|---|---|---|---|---|---|
| O.N. Sunde Eiendom AS | Oslo |
30 519 | 100% | 120 776 | 133 402 | 2 650 |
| Sunpor Holding Østerrike AS | Oslo |
12 350 | 100% | 12 360 | 21 643 | -2 317 |
| ONS Invest II AS | Oslo |
1 900 | 100% | 2 135 092 | 2 013 686 | 4 143 |
| Alcam AS | Oslo |
160 000 | 100% | 241 682 | 240 015 | -16 836 |
| Oslo Line AS | Oslo |
135 100 | 99% | 381 121 | 175 809 | 39 331 |
| ONS Invest AS | Oslo |
100 000 | 100% | 599 496 | 543 080 | 176 918 |
| Larvik Line AS | Oslo |
100 | 100% | 111 | 108 | -844 |
| Sunpor Technology AS | Oslo |
100 | 100% | 104 | 4 205 | -4 101 |
| Regatta AS | Ålesund |
2 000 | 100% | 19 118 | 50 000 | 557 |
In addition, the Group includes the companies Tuen Eiendom DA and St. Olavsgaarden ANS, which are wholly owned by O.N. Sunde
AS and O.N. Sunde Eiendom AS. Book value in O.N. Sunde AS is TNOK 3 979. Book value in the Group is TNOK 38 727. O.N. Sunde
Eiendom AS owns all the shar es in Br eivikgården AS, book v alue TNOK 56 529.
The sub-Group Sunpor Holding Østerrike AS encompasses Sunpor Kunststoff GmbH, St. Pölten, Austria, including wholly owned
subsidiaries connected with operations. ONS Invest II AS owns all the shares in the sub-Group Color Group AS. Color Group AS
includes Color Line AS including wholly owned subsidiaries connected with operations. The sub-Group Alcam AS includes wholly
owned subsidiaries conducting shipowning business. The sub-Group ONS Invest AS encompasses the subsidiary Gresvig Holding
AS and subsidiaries connected with operations. In addition, the investment companies ONS Finans AS and ONS Finans II AS are
included.
NOTE 3. CLOSE ASSOCIATES / SHAREHOLDER INFORMATION
The share capital of the company comprises 18 304 425 shares of NOK 27.32 each, of which 8 265 836 are A shares, 24 228 are
B shares, 7 010 091 are C shares and 3 004 270 are D shares. Shares in share class A carry voting rights. The rest of the share
classes do not carry voting rights. The company's Articles stipulate limitations on dividend per share in respect of share
classes B, C and D. All shares are indirectly owned by Olav Nils Sunde and his family. On balance sheet date the shareholders have,
directly and indirectly, a net interest-bearing claim on O.N. Sunde AS equivalent to NOK 131 million (NOK 77 million in 2009). In
2010, dividend has been paid t o shareholders in the amount o f NOK 17 1 million (NOK 0 in 2009).
NOTE 4. INVENTORIES
The Group's inventories comprise the f ollowing. Non-current inventories have been depreciated:
(Amounts in TNOK)
| 2010 | 2009 | |
|---|---|---|
| Goods for resale | 1 021 513 | 709 110 |
| Raw and semi-finished materials | 46 212 | 41 369 |
| Consumables/Bunkers | 56 779 | 62 149 |
| Total | 1 124 504 | 812 628 |
NOTE 5. CURRENT RECEIVABLES
It has not been found necessary to make any provisions for bad debts in the parent company. For the Group the provision is NOK
25.4 million (NOK 2 6.8 million in 2 009). Loss on r ealisation in the Gr oup in 2 010 is TNOK 11 005 (TNOK 13 46 2 in 2009).
The parent company has other current receivables from companies in the Group amounting to NOK 39 million (NOK 126 million in
2009). Drawing rights in Sunpor Kunststoff GmbH in the amount of EUR 6 million have been granted. EUR 4 million had been drawn
down at y ear-end.
O.N. Sunde AS is the Group account-holder. The Group companies' bank accounts that are included thus represent an intercompany
account. For the parent company this represents a net receivable of NOK 1 294 million (NOK 1 255 million in 2009). All represented
companies stand surety for all out standing accounts in r espect of the legal Gr oup account.
NOTE 6. CURRENT LIABILITIES
Current liabilities are as follows:
(Amounts in TNOK)
Current liabilities |
Parent company | Group |
| 2010 | 2009 | 2010 | 2009 | |
|---|---|---|---|---|
| To companies in same Group | 611 731 | 581 333 | 0 | 0 |
| Public taxes payable | 344 | 4 139 | 114 584 | 120 344 |
| Other current liabilities | 117 031 | 39 456 | 940 056 | 743 821 |
| Total | 729 106 | 624 928 | 1 054 640 | 864 165 |
Of the current debt in the parent company, NOK 100.5 million (NOK 38 million in 2009) relates to shareholders.
NOTE 7. NON-CURRENT ASSETS
Specification of tangible non-current assets:
(Amounts in TNOK)
Other intangible assets |
Goodwill |
Ships etc. |
Machines, and equipment |
Buildings, land, plant under construction |
Total |
|
|---|---|---|---|---|---|---|
| Group | ||||||
| Cost price as at 1 January | 99 019 | 2 024 675 | 7 989 607 | 1 234 239 | 2 006 296 | 13 353 836 |
| Additions for the year | 6 709 | 109 014 | 34 167 | 164 413 | 364 905 | 679 208 |
| Translation difference | 0 | 0 | 0 | -19 732 | -34 809 | -54 541 |
| Reclassification | 0 | 0 | 0 | 9 433 | -12 261 | -2 828 |
| Disposals for the year | 7 987 | 10 107 | 0 | 35 194 | 432 | 53 720 |
| Acc. depreciation / write-downs | 62 021 | 1 128 878 | 1 417 289 | 837 476 | 631 049 | 4 076 713 |
| Book value as at 31 December | 35 720 | 994 704 | 6 606 485 | 515 683 | 1 692 049 | 9 845 242 |
| Ord. depreciation for the year | 5 875 | 142 850 | 283 689 | 132 736 | 59 017 | 624 167 |
| Depreciation rate | 5% | 5 - 10% | 5 - 11% | 5 - 20% | 3 - 4% | |
| Parent company | ||||||
| Cost price as at 1 January | 0 | 0 | 0 | 7 468 | 6 830 | 14 298 |
| Additions for the year | 0 | 0 | 0 | 0 | 0 | 0 |
| Translation difference | 0 | 0 | 0 | 0 | 0 | 0 |
| Disposals for the year | 0 | 0 | 0 | 0 | 0 | 0 |
| Acc. depreciation/write-downs | 0 | 0 | 0 | 6 594 | 0 | 6 594 |
| Book value as at 31 December | 0 | 0 | 0 | 874 | 6 830 | 7 705 |
| Ord. depreciation for the year | 0 | 0 | 0 | 384 | 0 | 384 |
All property, plant and equipment are depreciated according to the straight line method over estimated useful life with the
deduction of calculated residual value. The depreciation period is reappraised in the event of major rebuilding/improvement work
on the Group's ships. Investments made post-handover of ships that have a shorter useful life than the ship itself, e.g. retail
outlets, restaurants, safety equipment etc. are depreciated over periods of 5 or 10 years.
Goodwill is related to acquisitions of businesses, and is linked to the business areas Cruise and Transport in the amount of NOK 54
million (NOK 93 million in 2009), Sports and Clothing in the amount of NOK 938 million (NOK 931 million in 2009) and the business
area Chemical Industry in the amount of NOK 2 million (NOK 4 million in 2009). Other intangible assets are mainly linked to the
Gresvig Group and relate to development and operation of chain concepts.
Goodwill is depreciated in line with the conditions that form the basis f or evaluation at time of acquisition.
NOTE 8. NON-CURRENT LIABILITIES / CONTRACT COMMITMENTS
Non-current interest-bearing liabilities are as follows:
(Amounts in TNOK)
| Parent company | Group |
| Non-current liabilities | 2010 | 2009 | 2010 | 2009 |
|---|---|---|---|---|
| Debt to credit institutions | 375 | 408 | 6 411 | 7 020 |
| Bond loans | 0 | 0 | 1 927 | 1 062 |
| Other non-current liabilities | 837 | 938 | 59 | 55 |
| Total | 1 212 | 1 346 | 8 397 | 8 137 |
The parent company's non-current liabilities total NOK 1 212 million, of which NOK 375 million relates to credit institutions and is
secured by mortgage. The parent company has liabilities linked to loan agreements, all of which were fulfilled as at 31 December
2010. NOK 31 million of the parent company's other non-current liabilities concern the shareholder (NOK 31 million in 2009) and
NOK 806 million is intercompany debt (NOK 907 million in 2009). The book value of mortgaged assets is NOK 650 million. This
includes a charge of NOK 120 million related to unutilized drawing rights.
O.N. Sunde AS has furnished guarantees in connection with borr owing by subsidiaries for a total USD 3 .5 million.
Interest conditions on all loans and credits are fixed in accordance with NIBOR/LIBOR – interest with the addition of an agreed
margin. At yearend 2010, the a verage interest rate on the company's mortgages was 3.78%.
The Group's non-current liabililties is NOK 8 397 million, of which NOK 6 411 million relates to credit institutions and is secured
by mortgage. The book value of assets placed as security is NOK 9 547 million. This includes a lien on unutilized drawing rights
in the amount of NOK 2 010 million. Mortgages are levied on the leases for the terminal areas and there is negative lien on the
Group's ships. As at 31 December 2010, the Group had outstanding bond loans in the amount of NOK 1 927 million. The bond loans
are listed on the Oslo Stock Exchange.
Interest terms on all loans and credits are fixed in accordance with NIBOR/LIBOR/EURIBOR basic interest plus an agreed margin.
The interest rate at y earend 2010 was on average 3.26% for mortgages and 6. 39% for bond loans.
Instalment structure on long-t erm bank loans and bond loans:
(Amounts in TNOK)
| Parent company | Group |
Mortgages |
Mortgages |
Bond loans |
|
|---|---|---|---|
| Less than 1 year | 211 555 | 918 902 | 76 000 |
| 1 - 2 years | 21 947 | 609 714 | 471 000 |
| 2 - 3 years | 22 603 | 1 156 338 | 0 |
| 3 - 4 years | 83 064 | 548 896 | 500 000 |
| 5 years and more | 35 998 | 3 176 745 | 880 733 |
| Total | 375 167 | 6 410 595 | 1 927 733 |
The currency distribution of non-current interest bearing debt:
(Amounts in TNOK)
| Parent company | Group |
Currency |
Currency |
NOK |
Currency |
NOK |
|---|---|---|---|---|
| NOK | 0 | 1 147 725 | 0 | 6 629 045 |
| USD | 11 139 | 65 167 | 19 210 | 112 376 |
| EUR | 0 | 0 | 197 495 | 1 542 439 |
| DKK | 0 | 0 | 101 729 | 113 936 |
| Total | 1 212 892 | 8 397 796 | ||
Contract liabilities
Cruise and Transport
A contract was concluded in 2007 for the development/delivery of a new booking system and a new Internet platform for Color
Line AS. Start-up is delayed and it is planned that the system will be operative in 2011. It was decided to rebuild M/S Superspeed1 for approx. EUR 15 million and this rebuilding work was completed in January 2011.
The business area Property
An agreement was concluded on 3 January 2011 concerning the acquisition of all shares in Åsane Senter 51 AS.
NOTE 9. EQUITY
Changes in equit y during the y ear
(Amounts in TNOK)
Share capital |
Premium account |
Other equity |
Total |
|
|---|---|---|---|---|
| Parent company | ||||
| Equity as at 1 January | 500 077 | 120 904 | 2 185 025 | 2 806 006 |
| Profit for the year | 270 868 | 270 868 | ||
| Dividend | -170 791 | -170 791 | ||
| Group contribution received/paid | -1 914 | -1 914 | ||
| Equity as at 31 December | 500 077 | 120 904 | 2 283 188 | 2 904 169 |
| Group | ||||
| Equity as at 1 January | 1 922 908 | |||
| Result for the year | 410 651 | |||
| Dividend | -170 791 | |||
| Translation difference | -768 | |||
| Equity as at 31 December | 2 162 000 | |||
NOTE 10. FINANCIAL RISK – NET FINANCIAL ITEMS
Capital management
An important aim is to ensure that the Group has financial freedom of action, both in the short and the long term in addition
to maintaining a good credit rating, thereby achieving favourable loan conditions which bear a reasonable relationship to the
different business areas. The Group manages its capital structure and financial investments, making whatever amendments are
necessary on the basis of current evaluations of economic conditions. Parts of the Group's liquid profits have been invested in
shares listed on Oslo Stock Exchange and this in vestment can be exposed to financial risk.
Financial risk
The Group is exposed to different forms of financial risk, market risk (including changes in exchange rates, interest rate risk and
price risk), credit risk and liquidity risk. The Group's policy does not include active speculation in financial risk, and includes the
use of financial derivates in order to reduce risk connected with financial exposure resulting from the Group's operations and
financing.
In a normal operative situation, it is the Group's objective to cover a large section of current exchange rate risk for periods of
6 – 12 months b y concluding forward contracts, options and swaps. Changes in exchange rates will affect the result.
The Group's primary exposure to interest rate risk is through its loan portfolio. Interest rate risk is kept under control in order
to limit fluctuations in the interest rate over longer periods. Interest swap agreements have been concluded in order to achieve
a favourable ratio between fixed and floating interest rates. At year-end 2010, the Group had interest swap agreements in the
amount of NOK 1 540 , with an average duration of nearly 4 y ears, at an a verage rate of interest of approx. 4.3%.
In addition, a CIRR fixed interest agreement has been concluded with Finnish Export Credit in connection with the delivery of M/S
Color Magic in 2007 in the amount of NOK 1 756 million, of which 50% is on a fixed rate of 4.2% + margin. 50% of this amount is
swapped to a floating rate of interest, six months NIBOR less 1.315% per year for 11 years. A CIRR fixed interest agreement was
concluded with Finnish Export Credit in connection with the delivery of M/S SuperSpeed1 and 2 in the amount of NOK 546 million
at 3.91% and EUR 30.4 million at 3.55% for each vessel. NOK 546 million and EUR 30.4 million relating to M/S SuperSpeed1 is
also swapped to floating interest, six months' NIBOR less 1.115% and EURIBOR less 0.49% per year for 12 years, respectively. The
principals in the CIRR fixed interest agreements are adjusted in accordance with the contractual instalments.
Fixed interest rate contracts are equivalent to approx. 20% of the Group's total interest-bearing debt on balance sheet date.
NOTE 11. GROUP PENSION SCHEMES
The Group has defined benefit and defined contribution pension schemes.
Estimated values are applied in the evaluation of pension funds and commitments incurred. These estimates are adjusted annually
in accordance with a statement of the transfer value of the pension funds and an act uarial calculation of the commitments.
In the business area Cruise and Transport, the pension scheme was changed in 2008 from a defined benefit scheme to a defined
contribution scheme for all-shore based employees. In this scheme the company pays an annual premium to a life insurance company
which in vests the contributions on behalf of the employees.
The defined benefit pension scheme covers 1 484 seagoing employees. In addition, the Group pays the shipowner's share of the
pension scheme for seamen in the amount of NOK 25.7 million (NOK 25.5 million in 2009). A number of shore-based employees
are covered by an early retirement scheme (AFP). This scheme is included in the c alculation of pension costs and commitments.
In the business area Sport and Clothing, the Group has a defined benefit pension scheme covering 348 persons. In addition there
are pension commitments charged to operations for 7 persons. For Group companies in Norway which did not previously operate
pension schemes, an O TP scheme has been adopted (statutory service pension), applicable from July 2 007.
Pension costs for 2010 related to defined benefits pension schemes in the Group are as follows:
(Amounts in TNOK)
| Pension costs | 2010 | 2009 |
|---|---|---|
| Pension earnings for the year | 23 175 | 24 889 |
| Interest costs on pension commitments | 9 394 | 8 920 |
| Anticipated yield on pension funds | -9 393 | -9 436 |
| Management costs | -1 885 | 1 423 |
| Employer’s tax | 3 303 | 3 469 |
| Book estimate change/estimate variance | 5 120 | 6 549 |
| Pension costs | 29 714 | 35 823 |
| Pension commitments and pension funds | ||
| Present value of accrued pension commitments | 234 702 | 223 484 |
| Value of pension funds | -172 950 | -164 425 |
| Estimated net pension commitments | 61 752 | 59 059 |
| Employer’s tax | 6 732 | 6 023 |
| Unstated estimate variance | -70 947 | -80 022 |
| Pension commitments in balance sheet | -2 463 | -14 940 |
Financial conditions |
2010 | 2009 |
|---|---|---|
| Discount factor | 4,30% | 4,40% |
| Anticipated yield | 5,70% | 5,60% |
| Anticipated wage adjustment | 4,00% | 4,25% |
| Anticipated increase in pensions | 1,75% | 1,30% |
| Anticipated annual G-adjustment | 3,75% | 4,00% |
Payment for the year to the defined contribution pension scheme totalled TNOK 47 for the parent company and NOK 13.7 million for
the Group. In addition, the Group pays the shipowner's share of the seamen's' pension scheme in the amount of NOK 25.7 million.
NOTE 12. TAXES
Specification of differences between the pre-tax profit in the accounts for the parent company and the tax base for the year:
(Amounts in TNOK)
| Parent company | Group |
Tax costs for the year are as follows: |
2010 | 2009 | 2010 | 2009 |
|---|---|---|---|---|
| Tax payable | 0 | 0 | 19 066 | 6 365 |
| Tax Effect of group contribution | 19 731 | 32 410 | 0 | 0 |
| Change in deferred tax | -7 941 | 4 056 | 132 653 | 294 364 |
| Effect of change in tax regulations | 0 | 0 | 20 007 | 0 |
| Adjustment of earlier year's taxes | 0 | 0 | 324 | 0 |
| Tax costs on ordinary profit | 11 790 | 36 466 | 172 050 | 300 729 |
| Reconciliation from nominal to actual taxation rate: | ||||
| Pre-tax profit including extraordinary result | 282 658 | 330 179 | 582 701 | 1 014 630 |
| Estimated income tax at nominal rate (28%) | 79 144 | 92 450 | 163 156 | 284 096 |
| Taxation effect on the following items: | ||||
| Non-deductible expenses | 0 | 0 | 3 265 | 49 072 |
| Non-taxable income | -67 354 | -55 984 | -2 621 | -33 023 |
| Change in unstated deferred tax | 0 | 0 | -5 494 | 0 |
| Tax free gains from sale of shares | 0 | 0 | -483 | -1 304 |
| Reimbursement of tax | 0 | 0 | 450 | 0 |
| Tax effect of dividend with payment of deduction | 0 | 0 | -870 | 93 |
| Correction of previous years tax costs | 0 | 0 | 324 | 1 254 |
| Other items | 0 | 0 | 14 323 | 542 |
| Tax costs | 11 790 | 36 466 | 172 050 | 300 729 |
| Effective taxation rate | 4,0% | 11,0% | 30,0% | 30,0% |
| Specification of tax effect of temporary differences | ||||
| and carry forward loss: | ||||
| Non-current assets | -513 | -495 | 2 661 932 | 2 472 789 |
| Profit- and loss account | 26 | 34 | 506 626 | 630 694 |
| Current assets | 582 | 0 | -21 751 | -123 514 |
| Non-current financial assets and other temporary differences | 0 | -270 | 145 768 | 21 757 |
| Debt | -9 104 | 20 082 | -12 421 | 31 613 |
| Carry-forward loss and remuneration | 0 | 0 | -23 027 | -374 434 |
| Unstated deferred tax benefit | 0 | 0 | 0 | 149 880 |
| Total | -9 009 | 19 351 | 3 257 127 | 2 808 785 |
| Deferred tax benefit/tax commitment in balance sheet | -2 522 | 5 419 | 911 996 | 786 460 |
The tax rate in Norway is 28% and in Denmark 30%.
Deferred tax benefit is recorded on the basis of future income.
NOTE 13. LEASES / OPTIONS TO PURCHASE / OTHER COMMITMENTS
Cruise and transport
The group has established current leases with the local port authorities at all ports of call. These apply to rent of land, buildings,
areas and berths for the vessels. These terms are partially fixed and partially variable based on number of calls, passengers and
vehicles. In Oslo, Larvik, Hirtshals and Strømstad, the Group owns the terminal buildings. Rent paid for terminal buildings and
vehicle embarkation areas totalled NOK 17 million in 2010 (NOK 19 million in 2009).
An operational framework agreement has been concluded for the lease of IT equipment, vehicles and other movables. Leasing
expenses for 2010 were NOK 14 million (NOK 17 million in 2009).
Future minimum le ase commitments:
(Amounts in TNOK)
Within 1 year |
1 - 5 years |
After 5 years |
Total |
|
|---|---|---|---|---|
| Future minimum rental | 8 142 | 5 133 | 0 | 13 275 |
Color Group AS has concluded a framework agreement guaranteeing the Group's tax withholdings in the amount of NOK 60
million. In addition the Group has issued a guarantee in the amount of NOK 80 million relating to the travel guarantee fund, in
addition to other guarantees for subsidiaries amounting to approximately NOK 52 million.
Sports and Clothing
The Group has furnished guarantees in connection with loans and hire commitments in relation to parties other than companies in
the Group in the amount of NOK 150 million (NOK 131 million in 2009). These concern leases on member s' retail premises.
Estimated lease expenses for 2011 in connection with operational leases in this business area total NOK 335 million. Operational
leases relate to offices, storerooms and retail outlets for Group-owned stores, premises sublet to members of the Group's chains
and leasing of vehicles, IT, office machines etc. with a duration up to 11 years.
Future minimum lease commitments:.
(Amounts in TNOK)
Within 1 year |
1 to 5 years |
More than 5 years |
Total |
|
|---|---|---|---|---|
| Future minimum rental | 335 501 | 939 113 | 432 990 | 1 707 604 |
| Of which subletting represents | 44 588 | 125 804 | 39 071 | 209 463 |
Other commitments
In connection with the establishment of the Color Line Stadium in Ålesund, the parent company and O.N. Sunde Eiendom AS have
jointly issued guarantees with a maximum limit of NOK 30 million.
NOTE 14. FEES / SALARIES
The company's chief executive officer received a salary of TNOK 884 including additional benefits. No directors' fees were paid.
As at 31 December 2010, the parent company employed 8 man- years. The Group employed an a verage of 3 932 man-years.
Auditors fees – Deloitte: (Amounts in TNOK)
| Parent company | Group |
Auditors fees – Deloitte: |
2010 |
2009 |
2010 |
2009 |
|---|---|---|---|---|
| Statutory audit services | 300 | 260 | 4 283 | 3 845 |
| Fees for other certification services | 15 | 0 | 48 | 91 |
| Fees for tax advice | 159 | 238 | 552 | 796 |
| Fees for other non-audit services | 129 | 93 | 989 | 645 |
| Total audit and advisory services Deloitte | 603 | 591 | 5 872 | 5 377 |
Remuneration to other audit companies in respect of statutory audits amounts to TNOK 363 for the Group, and for other
audit-related services TNOK 570.
Wage costs: (Amounts in TNOK)
| Parent company | Group |
2010 |
2009 |
2010 |
2009 |
|
|---|---|---|---|---|
| Wages | 1 713 | 10 492 | 1 485 607 | 1 383 164 |
| Employer’s tax | 368 | 1 611 | 245 549 | 232 605 |
| Pension costs | 40 | 47 | 78 486 | 83 264 |
| Other benefits | 26 215 | 441 | 196 811 | 166 897 |
| Total | 28 336 | 12 591 | 2 006 453 | 1 865 930 |
In 2010, the Group took NOK 203 million (NOK 203 million in 2009) to income in respect of refunds of income tax, National
Insurance contributions and employer's tax for seamen, which the Group records as a reduction of wages for seamen. Of
this amount, the Group has contributed NOK 9.0 million (NOK 9.5 million in 2009) to the Foundation for Norwegian Maritime
Competence in accordance with the regulations passed by the Storting. Loans to employees in the Group total TNOK 37 032 (TNOK
32 673 in 2009). Interest is paid according to the rates stipulated by the Tax Directorate for loans to employees.
NOTE 15. STAKES IN ASSOCIATED COMPANIES, OTHER COMPANIES AND CURRENT SHARE INVESTMENTS
The Group has the following stakes in associated companies:
(Amounts in TNOK)
Registered office |
Stake percentage |
Number |
Nom. value |
Book value 31 Dec. |
|
|---|---|---|---|---|---|
| Sport Invest AS | Trondheim | 35,0 % | 81 | 1 000 | 12 605 |
| Intersport Gigant Lade AS | Trondheim | 20,0 % | 2 000 | 1 000 | 2 000 |
| Intersport Lillehammer AS | Lillehammer | 30,0 % | 120 001 | 1 | 735 |
| Super G Sørlandsparken AS | Birkenes | 49,0 % | 490 | 1 000 | 406 |
| Telesport AS | Seljord | 40,0 % | 260 | 1 000 | 800 |
| Intersport Morenen AS | Eidsberg | 34,0 % | 532 | 361 | 193 |
| Agder Mote AS | Arendal | 40,0 % | 350 | 1 000 | 4 010 |
| VIC Harstad AS | Harstad | 49,0 % | 387 | 1 000 | 0 |
| Ålesund Stadion KS | Ålesund | 39,0 % | 0 | 25 429 | |
| Victoria Seeds Ltd | 50,0 % | 6 474 | |||
| Nor Aviation Eiendom AS | Oslo | 31,3 % | 5 270 | 1 000 | 9 000 |
| Total associated companies | 129 371 | 7 362 | 61 652 | ||
| Acc. results from associated companies | 3 246 | ||||
| Total associated companies | 64 898 |
The Group holds minor stakes (1- 20%) which are defined as strategic long-term shareholdings. These are mainly companies
conducting retail sales in the Gresvig Group.
(Amounts in TNOK)
Registered office |
Stake percentage |
Number |
Nom. value |
Book value 31 Dec. |
|
|---|---|---|---|---|---|
| G-Sport Sørlandet Holding AS | Kristiansand | 19,0 % | 19 | 1 000 | 527 |
| Intersport Kvadrat AS | Sandnes | 11,0 % | 27 | 1 000 | 893 |
| G-Sport Nord | Bodø | 7,0 % | 33 | 1 000 | 1 611 |
| Sporty Internasjonal AS | Stavanger | 10,0 % | 64 | 4 500 | 1 271 |
| Sportshuset Sunnmøre AS | Ulstein | 7,8 % | 110 | 100 | 719 |
| Intersport Trekanten AS | Bodø | 10,0 % | 33 | 1 000 | 900 |
| 3 S Holding AS | Kristiansand | 19,9 % | 624 | 1 000 | 1 300 |
| Veslum Holding AS | Asker | 19,9 % | 199 | 1 000 | 323 |
| G-Sport Narvik AS | Narvik | 19,9 % | 130 | 1 000 | 1 749 |
| Grenland Sport AS | Skien | 11,1 % | 3 933 962 | 0,00 | 3 325 |
| VITO AS | Sarpsborg | 10,0 % | 50 | 1 000 | 50 |
| Kola Tekstil AS | Tromsø | 19,0 % | 70 | 1 000 | 567 |
| Rigby Holding AS | Nesbru | 19,9 % | 35 | 1 000 | 35 |
| Varnaveien Tekstil AS | Moss | 10,0 % | 353 | 1 000 | 67 |
| Retail Holding AS | Oslo | 10,0 % | 100 | 1 000 | 356 |
| Sunnmørshallen AS | Ålesund | 12,1 % | 1 272 | 1 000 | 1 275 |
| Other shares | 13 069 | ||||
| Total shares | 28 037 |
On balance sheet date, the group held current share investments in listed and non-listed securities in the amount of NOK 169
million (NOK 297 million in 2009). Write-downs and/or market adjustments of shareholdings are charged to the accounts for 2010
in the amount of NOK 16 million.
NOTE 16. BUSINESS AREAS
The Group’s operating income less inter-group sales and discontinued business is divided into the following business areas:
(Amounts in NOK million)
2010 |
2009 |
|
|---|---|---|
| Cruise and transport | 4 509 | 4 599 |
| Industry | 1 611 | 1 260 |
| Property | 20 | 18 |
| Sports and Clothing | 4 032 | 3 751 |
| Shipping/Other | 182 | 130 |
| Internal turnover | -179 | -177 |
| Total | 10 175 | 9 581 |
| Discontinued business | 0 | -199 |
| Total operating income | 10 175 | 9 382 |
NOTE 17. MAJOR INDIVIDUAL TRANSACTIONS
In 2007, an agreement was concluded for the development and delivery of a new booking system and a new Internet platform in
Color Line AS. It is planned that the system will be operational during the course of 2011.
NOTE 18. DISCONTINUED BUSINESS
The figures for 2009 include discontinued business within the Gresvig Group
(the chain concept and retail operations of Voice of Europe):
(Amounts in TNOK)
2010 |
2009 |
|
|---|---|---|
| Income | 0 | 199 112 |
| Operating costs | 0 | -268 481 |
| Operating result | 0 | -69 369 |
| Depreciation and write-downs | 0 | -55 222 |
| Losses on sales | 0 | 0 |
| Financial items | 0 | -786 |
| Pre-tax loss | 0 | -125 377 |
| Estimated tax | 0 | 25 490 |
| Result for the year for discontinued business | 0 | -99 887 |
NOTE 19. OCCURRENCES AFTER BALANCE SHEET CLOSING DATE
ESA, the supervisory body of EFTA decided in December 2009 to instigate competition law investigations in Color Line, relating
to the company's port agreements in connection with the Sandefjord – Strømstad service. Color Line's competitors brought the
case before the Norwegian Competition Authority in 2006. As the case also includes Sweden, it was transferred to ESA. It is the
company's considered opinion that Color Line has at all time sacted in ac cordance with ruling competition law.
In 2009, notice was received concerning amendment of tax assessment in one of the Group's shipowning subsidiary companies.
The notice implies that the company concerned will receive a substantial tax claim. In its reply, the company has rejected the
notice of amendment. Based on the opinions of external advisors and the factual situation, the Directors do not consider that
there is any basis for amending tax assessment.
O.N. Sunde Eiendom A S has concluded an agreement concerning the acquisition of all the shares in Åsane Senter 51 AS.
