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Bonheur ASA – Annual Report 2021
Key figures
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Bonheur ASA – Overview
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Director’s Report 2021
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ESG 2021
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Bonheur ASA – Consolidated Accounts
33
Bonheur ASA -NGAAP accounts
94
Consolidated Income Statement
33
Income Statement (NGAAP)
94
Consolidated Statement of Comprehensive Income
34
Balance Sheet (NGAAP)
Consolidated Statement of Financial Position
35
Cash Flow Statement (NGAAP)
Statement of Changes in Equity
38
General information and summary of significant
Consolidated Cash Flow Statement
40
Accounting Principles
97
Notes to the Consolidated Financial Statements
Notes
99
Note 1 –
Principal accounting policies and key accounting estimates
41
Note 1 –
Personnel expenses, professional fees
99
Note 2 –
Determination of fair values
44
Note 2 –
Pensions / Employee Benefits
100
Note 3 –
Financial risk management
45
Note 3 –
Property, plant and equipment
102
Note 4 –
Operating segments
47
Note 4 –
Subsidiaries
103
Note 5 –
Revenue
50
Note 5 –
Shares in associated companies
Note 6 –
Operating expenses
52
and other investments
104
Note 7 –
Personnel expenses
52
Note 6 –
Bonds
105
Note 8 –
Finance income and expenses
55
Note 7 –
Receivables
105
Note 9 –
Income tax expense
56
Note 8 –
Share capital and shareholders
107
Note 10 –
Property, plant and equipment
58
Note 9 –
Liabilities
109
Note 11 –
Intangible assets
61
Note 10 –
Guarantees
109
Note 12 –
Investments in associates
65
Note 11 –
Tax
111
Note 13 –
Other investments
66
Note 12 –
Related party information
112
Note 14 –
Inventories
67
Note 13 –
Financial instruments
116
Note 15 –
Trade and other receivables
68
Note 14 –
Cash and cash equivalents
117
Note 16 –
Cash and cash equivalents
68
Note 15 –
Dividends
117
Note 17 –
Earnings per share
70
Note 16 –
Other financial expenses
119
Note 18 –
Interest bearing loans and borrowings
71
Note 19 –
Employee Benefits
75
Note 20 –
Deferred Income and other accruals
78
Note 21 –
Trade and other payables
78
Note 22 –
Financial Instruments
79
Note 23 –
Rental and leases
85
Note 24 –
Capital commitments
87
Note 25 –
Contingencies and provisions
87
Note 26 –
Related party information
88
Note 27 –
Group of companies
92
Note 28 -
Subsequent events
93
Directors’ responsibility statement
120
Statement of the Shareholders’ Committee
120
Auditor’s Report
121
Major Asset List per 31 December 2020
125
Definitions
126
Addresses
127
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Bonheur ASA – Annual Report 2021
Key Figures
(Amounts in NOK million)
2021
2020
2019
Income statement
Operating income
7 541,0
6 174,8
7 836,5
Operating profit before depreciation and impairment losses (EBITDA)
1 937,0
544,2
1 475,0
EBITDA-margin
26%
9%
19%
Operating profit/loss (-) (EBIT)
1 004,0
-881,9
270,2
Share of result in associates
-6,3
-2,0
-15,8
Net finance income / expense (-)
-82,2
-239,0
-542,8
Profit / loss (-) before tax
915,8
-1 122,9
-288,4
Tax income / expense (-)
-482,2
-78,9
-54,8
Net result from continuing operations
433,6
-1 201,7
-343,1
Profit for the year
433,6
-1 201,7
-343,1
Non-controlling interests
540,2
-3,1
45,7
Profit / loss (-) for the year (shareholders of the parent)
-106,6
-1 198,6
-388,8
Statement of financial position
Non-current assets
12 645,2
12 807,3
11 858,8
Current assets
6 464,5
6 351,6
8 035,2
Equity ex non-controlling interests
4 622,1
4 459,6
5 658,2
Non-controlling interests
-197,7
165,1
234,3
Non-current interest-bearing liabilities
8 780,1
9 179,0
7 935,1
Other non-current liabilities
1 652,9
1 626,0
1 479,4
Current interest-bearing liabilities
1 644,6
1 610,6
1 966,3
Other current liabilities
2 607,7
2 118,6
2 620,7
Total assets / total equity and liabilities
19 109,7
19 158,9
19 894,0
Liquidity
Cash and cash equivalents as at 31 December
1)
4 039,2
4 350,5
6 187,6
Net change in cash and cash equivalents
1)
-282,0
-1 909,1
214,4
Net cash from operating activities
1)
1 462,1
-732,9
1 114,7
Capital
Share capital
53,2
53,2
53,2
Total number of shares outstanding as at 31 December
42 531 893
42 531 893
42 531 893
Parent Company - Bonheur ASA:
Equity-to-assets ratio
2)
66%
68%
71%
Booked equity
6 843
7 007
7 506
Total assets / total equity and liabilities
10 333
10 268
10 538
Key figures per share (Amounts in NOK):
Market price 31 December
355,00
242,00
199,00
Dividend per share
4,00
4,00
4,30
The non-controlling interests in the Bonheur Group of companies are presented in the income statement and statement of financial position. The non-controlling interests consist of 43.28% of NHST Media Group AS (adjusted for own shares), 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Services A/S.
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Bonheur ASA – Annual Report 2021
Bonheur ASA (the “Company”) is domiciled in Norway with its head office in Oslo and is listed on the Oslo Stock Exchange. The Company was established in 1897 and has been stock listed since 1920. Today, the Company invests in several business areas. Initially the Company’s activities were only in the shipping industry. This included both cargo and passenger services before expanding into ship building and aviation and later contributing to the development of the offshore energy sector in Norway, e.g., through activities in both the yard industry and within offshore drilling. More recently, the Company has focused its energy sector investments in renewable energy and has developed a strong eco-system of renewable energy related companies. Bonheur’s first renewable energy investment was made in 1996 and today, through subsidiaries, it owns a substantial portfolio of both operating wind farms and development projects mainly located in Scandinavia, Ireland and the United Kingdom. Capitalizing on its vast experience from diversified marine operation and renewable energy, Bonheur’s activities have expanded further into the offshore wind service industry where it provides transportation, installation and maintenance services related to offshore wind turbines. Its latest business development is in floating offshore wind and floating offshore solar. At year-end 2021 the main investments are within the following business segments: 
Bonheur reports its results under four segments: Renewable Energy, Wind Service, Cruise and Other Investments.
Private Fred. Olsen related interests hold a total of 51.8% of the Company’s shares. The day-to-day management of the Company is performed by Fred. Olsen & Co. (FOCO), a management company, which sole proprietor is Anette Sofie Olsen.
and Fred. Olsen Seawind ASA (FOS).
787.5 MW. The wind farm portfolio also consents for additional 292 MW onshore in Sweden and Norway and 148 MW onshore wind in UK. In addition, FOR has an onshore development portfolio of 3 270 MW.
engaged in development, construction and operation of offshore wind farms. In 2021 FOS is progressing the development of the consented offshore wind project Codling Bank, of approximately 1 000 MW in a 50/50 joint venture with EDF, and in January 2022 FOS awarded a floating offshore wind farm with capacity up to 798 MW in a joint venture with Vattenfall.
Renewable Energy Segment
Wind Service Segment
The Wind Service segment contains Fred. Olsen Ocean Ltd. (FOO) whose main operating entities are:
•Fred. Olsen Windcarrier AS (FOWIC)
•Global Wind Service A/S (GWS)
•United Wind Logistic GmbH (UWL)
•Universal Foundation (UF)
Subsidiaries of FOWIC own and operate three modern self-propelled jack-up vessels specially designed for transportation, installation and service of offshore wind turbines.
GWS (owned 92.2% by FOO) is an inter-national supplier of installation services, blade repair services and expertise to the global onshore and offshore wind turbine industry with a global footprint with operations in Europe, US and Australia.
UWL (owned 50% by FOO) provides marine transportation for offshore wind turbine components from manufacturing sites to pre-assembly ports with three owned vessels.
The Renewable Energy segment consists of Fred. Olsen Renewables AS which has the subsidiaries (FOR) and Fred. Olsen Seawind ASA (FOS).
Fred. Olsen Renewables AS is primarily engaged in development, construction and operation of wind farms. By the end of the year the installed capacity in operation was 787.5 MW. The wind farm portfolio also consents for additional 292 MW onshore in Sweden and Norway and 148 MW onshore wind in UK. In addition, FOR has an onshore development portfolio of 3 270 MW.
Fred. Olsen Seawind ASA was established as a new business unit from 1 December 2021 and will be engaged in development, construction and operation of offshore wind farms. In 2021 FOS is progressing the development of the consented offshore wind project Codling Bank, of approximately 1 500 MW in a 50/50 joint venture with EDF, and in January 2022 FOS was awarded an option agreement for a floating offshore wind farm with capacity up to 798 MW in a joint venture with Vattenfall.
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Bonheur ASA – Annual Report 2021
Key Figures
Cruise Segment
The Cruise segment’s principal trading entity is Fred. Olsen Cruise Lines Ltd (FOCL), operating from the UK. FOCL and its fellow subsidiaries own 4 ocean cruise ships with an overall berth capacity of approximately 4 900 passengers.
It offers cruise holidays ranging from two-night mini cruises in Europe, to more than 100 nights on a world cruise.
FOCL’s strategy is to develop unique itineraries which allow passengers to get closer to the destinations, offering authentic and interesting experiences.
Other Investments Segment
Other investments include:
Fred. Olsen 1848 (FO 1848), a newly established technology and innovation company. The main technologies of FO 1848 by year end 2021 are aimed at solving some of the industry key challenges within floating wind and floating solar
Fred. Olsen Investments (FOI), a newly established investment team which executes and manages investment opportunities to strengthen existing business and expand into new, but still related, business areas. By the end of 2021, four investments had been made in renewable energy related companies.
The ownership of 55.0 % in NHST Media Group AS, which comprises both publications and PR software services. The main publications are Dagens Næringsliv, Tradewinds, Recharge Intrafish and Upstream. The main PR software services are MyNewsDesk and Mention Solutions.
Other investments also include 100% ownership of the Fred. Olsen Head office in Oslo and service companies Fred. Olsen Insurance Services AS and Fred. Olsen Travel AS. Finally, the segment has investments within real estate, bonds and shares.
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Bonheur ASA – Annual Report 2021
The consolidated financial statements for the year ended 31 December 2021 are for the Company, its subsidiaries and associates (for accounting purposes only in the following referred to as the “Group of companies”). The Company’s head office is in Oslo, Norway. Numbers in (brackets) relates to 2020.
2021 turned out to be a year with economic recovery but also rising inflation across many sectors, causing a concern for increased interest rates and a reduced outlook for real growth. Global real GDP growth in 2021, according to IMF was 5.5% (-3.1%). Governments in the Europe, the US and China responded forcefully to COVID-19 in 2020 and 2021 with massive fiscal and monetary stimulus. They also continued to strengthen legal and financial support of renewable energy during 2021.
The Renewable Energy segment benefited from rising electricity prices throughout 2021. This was mainly due to high natural gas prices and CO2 quota prices during the year impacting the electricity price favourably. EBITDA in 2021 was NOK 1 764 million (NOK 857 million). The Wind Service segment performed well operationally in 2021, resulting in an EBITDA of NOK 753 million (NOK 273 million). Cruise operations were paused during the pandemic with all four ships in lay-up from March 13, 2020, until resuming cruises with two ships in July and August 2021. The cruise operation in the second half of 2021 was severely impacted by COVID-19 restrictions and lower utilisation and more than usual discounting resulting in an EBITDA of NOK -544 million (NOK -530 million). Overall, the Group of companies achieved an EBITDA of NOK 1 937 million (NOK 544) million.
In addition to the improved financial results, the Group of Companies have made strategic progress in the following areas:
•Establishment of Fred. Olsen Seawind (FOS). FOS was separated from FOR and established as a distinct business unit from 1 December 2021. The main recent events within FOS turn on:
oAdvancing the Codling wind park project together with EDF. Codling Wind Park represents one of the largest energy infrastructure investments in Ireland this decade and would become Ireland’s largest offshore wind farm, with a capacity up to 1500 MW.
oAward of Mora Mhòr site in the Scotwind lease round in a joint venture with Vattenfall. The offshore floating wind site northeast of Aberdeen has a capacity when built of up to 798 MW.
oExpanding the Norwegian Co-Operation which now includes a tri-partite co-operation comprising Hafslund ECO, Ørsted and FOS targeting both bottom-fixed and floating offshore wind development in Norway.
•Completion of the Högaliden windfarm project. Completed in fourth quarter 2021 adding 107.5 MW or 15% to the onshore wind production capacity, and close to 20% expected increased power generation in FORAS. An investment of SEK 1 180 million, delivered on budget.
•Continued growth of the onshore wind development portfolio. Adding approximately net 500 MW of quality sites to the pipeline projects in UK, Sweden, Italy and Norway.
•Continued the fleet upgrade program for FOWIC. With the following key events:
oThe conversion of the Bold Tern with estimated completion in 2Q 2022. The project will enable her not only to install the next generation turbines of 13-15 MW, but also such larger turbines that are expected to come to market.
oOrdering of a new crane for the Brave Tern to be installed in 2024 to enhance her capabilities on par with the upgraded Bold Tern.
oContinued planning of equipping the Blue Tern with a larger crane and placing in construction a 4th vessel to supplement the existing fleet.
oIncreased the backlog to EUR 355 million and secured additional EUR 35 million bank financing, which is expected to fully finance the upgrade of the existing fleet.
•Global Wind Service emerging as a leading wind turbine installation company also in the US by executing some of the largest onshore wind projects to date.
•Establishment of Fred. Olsen 1848 AS, a technology and innovation company. The main technologies of Fred. Olsen 1848 by year end 2021 are aimed at solving some of the key industry challenges within floating wind and floating solar.
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Bonheur ASA – Annual Report 2021
•Establishment of Fred. Olsen Investments AS, an investment team which in close co-operation with the other operating Bonheur subsidiaries, executes and manages investment opportunities to strengthen existing business segments and expand into new, but still related, business areas. By year end 2021, four investments have been made in renewable energy related companies.
The Company has a strong balance sheet and a solid financial position. At year end, the Company had book equity of NOK 6.8 billion (NOK 7.0 billion) and a cash position of NOK 2.3 billion (NOK 2.9 billion).
The Group of companies’ results (2020 in brackets)
Operating revenues for the year amounted to NOK 7 541 million (NOK 6 175 million). Operating expenses amounted to NOK 5 604 million (NOK 5 631) million.
Operating result before depreciation, amortization and impairment charges (EBITDA) was NOK 1 937 million (NOK 544 million). Depreciation amounted to NOK 932 million (NOK 1 050 million). Impairment related to property, plant and equipment and intangible assets were NOK 0 million (NOK 376 million). Operating result (EBIT) was NOK 1 004 million (NOK -882 million).
Net financial items were NOK -82 million (NOK -239 million). Profit for the year was NOK 434 million (NOK -1 202 million), After non-controlling interests of NOK 540 million (NOK -3 million), controlling interests’ share of result after estimated tax amounted to NOK -106 million (NOK -1 199 million). The main reason for the difference between controlling and non-controlling interests is the financial results in the Cruise segment. At year-end, the non-controlling interests of the Group of companies mainly consisted of 43.28% of NHST Media Group AS, 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Service A/S.
Net cash from operating activities was NOK 1 463 million (NOK -733 million). Net cash from investing activities was NOK -831 million (NOK -1 375 million). Net cash from financing activities was NOK -913 million (NOK 199 million). Cash and cash equivalents at 31 December 2021 were NOK 4 039 million (NOK 4 351 million).
Results from the main business segments within which the Company is invested
The financial results below are presented on 100% basis and net of intra-group eliminations.
Renewable Energy
The Renewable Energy segment consists of FORAS with subsidiaries (“FOR”) and the newly established Group Fred. Olsen Seawind (“FOS”).
FOR owns and operates onshore wind farms. Currently, these onshore wind farms have a total capacity of 788 MW.
Fred. Olsen Wind Ltd (FOWL) is a subsidiary of FOR, of which FOR holds 51%. FOWL owns 432.8 MW. The UK listed infra-structure fund The Renewable Infrastructure Group Limited (TRIG) owns the remaining 49% of FOWL.
Fred. Olsen CBH Ltd (FOCBH) is a subsidiary of FOR, of which FOR holds 51%. FOCBH owns 75.3 MW. Aviva Investors Global Services Ltd. (Aviva) owns the remaining 49% of FOCBH.
The remaining 279.6 MW installed capacity is held by wholly owned subsidiaries of FORAS.
The construction of Högaliden Windfarm (107.5 MW) in Sweden was completed in 4Q 2021.
In addition, FOR has a portfolio of development projects onshore in the UK, Norway, Sweden and Italy.
FOR completed the process of separating offshore wind into a distinct business unit named Fred. Olsen Seawind ASA (FOS) from 1 December 2021. FOS develops wind farms offshore, and currently has three major ongoing projects as well as early phase projects and site investigation activities.
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Bonheur ASA – Annual Report 2021
In January 2022, FOS was granted an option lease on the ScotWind project for the development of a floating wind farm off the coast of Scotland together with their JV partner Vattenfall. The project has a planned capacity of 798 MW, and the project will be managed through the JV-company Mara Mhòr Offshore Wind Farm Limited. Furthermore, FOS is progressing the development of Codling wind park project in the Irish Sea together with the Joint Venture partner, EDF Energy Renewables Limited. The Codling Wind Park is a planned bottom fixed offshore wind farm, and it is expected to be a major contributor to Ireland's target of 5 GW offshore wind by 2030. In addition, FOS is currently working on preparations for the bid on the projects in Utsira Nord and Sørlige Nordsjø II. The projects are managed by “Blåvinge”, a joint venture partnership together with Hafslund ECO and Ørsted.
The electricity prices in UK have increased by more than threefold for the yearly average of 2021 (117 GBP/MWh) compared to 2020 (35 GBP/MWh). Gas prices saw a strong development particularly during the latter half of 2021, increasing from around 20 EUR/MWh in January to peaking just above 180 EUR/MWh before settling around 90 EUR/MWh, as a result of lower supply from Russia and the North Sea amidst low LNG availability due to strong Asian demand. Carbon emission prices (EU ETS) have seen a strong increase in 2021, from around 30 EUR/ton in January and ending the year around 80 EUR/ton as gas-to-coal switching and a recovering post-covid European industry drove demand further.
While the year 2020 in the Nordics was characterized by low demand and commodity prices, record breaking hydrology and wind conditions – 2021 was almost entirely the opposite. The Nordic system price annual average was 62,2 EUR/MWh whereas annual average of the Northern Swedish price areas SE1 and SE2 ended at 42,5 EUR/MWh being substantially lower than the system average due to internal Swedish transmission constraints. The opposite is true for Southern Norway where the annual average was 74,9 EUR/MWh. The spread between Nordic price areas was in the normal range of 5-10 EUR/MWh for the first half of the year, characterized by normalizing hydrological conditions, but diverged significantly Q4 where prices in Southern Norway were 50 EUR/MWh above those in Northern Sweden.
The first quarter of 2022 have seen the energy markets being dominated by the Russia-Ukraine war which has driven gas and oil prices to record highs. Fear of gas shortage in the EU due to supply disruptions and political sanctions saw prices go above 200 EUR/MWh (TTF) for short term deliveries. Coal prices have also soared as demand for a gas-substitute has risen as available non-Russian supply is limited.
Floating solar photovoltaics (FPV) in seawater is new to the industry and FOR continued in 2021 the two projects for near- and offshore FPV; i) A bilateral collaboration project with the Solar Energy Research Institute of Singapore (SERIS) for testing and comparing FPV technologies in seawater, and ii) the FOR established consortium with four other partners to test offshore floating solar in the “BOOST project” in the Canary Islands, partly funded by the EU (Horizon 2020). During 2021 FOR has also progressed commercial development opportunities for FPV in Southern Europe and Southeast Asia.
Operating revenues were NOK 2 391 million (NOK 1 451 million) and the annual production was 1 713 GWh (1 873 GWh). EBITDA was NOK 1 764 million (NOK 857 million). Operating result (EBIT) amounted to NOK 1 504 million (NOK 515 million), while net result was NOK 1 049 million (NOK 462 million).
Wind Service
The Wind service segment comprises the holding company FOO with subsidiaries including Fred. Olsen Windcarrier (FOWIC), Global Wind Service (GWS), United Wind Logistics (UWL) and Universal Foundation (UF).
Subsidiaries of FOWIC provide services for transportation, installation and service of offshore wind turbines deploying the purpose-built jack-up vessels Brave Tern, Bold Tern and Blue Tern.
GWS, indirectly owned 92.2% by the Company, is an international supplier of skilled technicians and expertise to the global wind turbine industry. GWS provides a range of installation and maintenance services, both onshore and offshore.
UWL, correspondingly owned 50%, is offering services within marine transportation of offshore wind turbine components.
The offshore wind market continues to expand from Europe into Asia and US. There were approximately 5 200 MW* offshore wind capacities added to the market (excl. China) in 2021. With large projects in the pipeline for the next years a future growth is expected worldwide. Wind power auctions in Northern Europe see a fast-paced capacity growth, and there are also increased requirements for cost effective installations, as well as for operation and maintenance of the offshore wind parks. FOWIC has
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Bonheur ASA – Annual Report 2021
installed 20% of the global offshore wind capacity since entering the market in 2012, and is well positioned to continue to play an important role in providing these services
A crane upgrade program is in progress for the three wind turbine installation vessels, with installation of the first crane early 2022. The new cranes bring the three vessels on par with announced newbuilds and will be able to install the 13-15 MW turbines, but also bigger turbines coming to market. Bold Tern is currently close to completion of the crane replacement at Keppel FELS in Singapore and is estimated to be back in operation during second quarter 2022. Brave Tern is scheduled for upgrade during 2023/24, and a crane with equal specification as for the Bold Tern has been ordered, while Blue Tern is scheduled for upgrade in 2025 after completion of contracted work. FOWIC aims to place a construction contract for a fourth vessel to supplement existing fleet. The design will leverage on FOWIC’s unique industry experience and client dialogues. This will reinforce FOWIC’s leading market position in a growing market, and secure optimization of fleet utilization and economies of scale.
In 2021 FOWIC preformed a vessel-swap to help out a client which needed extended vessel time on the Yunlin offshore wind farm project. The vessel-swap involved three ships, two clients and two continents. The basis to be able to perform such a vessel-swap was FOWIC’s fleet of capable vessels, client relationship and an agile organization which was capable of planning a vessel-swap in the middle of a project. The vessel-swap ended up with satisfied clients, increased utilization and substantial contribution to the EBITDA for 2021.
During 2021 the company has secured several new projects and been able to expand existing contracts, resulting in a record high backlog of EUR 355m by January 2022. The utilisation for the vessels in 2021 was 76%, compared to 74% 2020.
GWS continued to execute strongly both within offshore wind, taking on new scopes within preassembly and installations as well as establishing itself as a leading onshore turbine installation company in the US. GWS works closely with Fred Olsen Windcarrier on large offshore turbine installation scopes in all relevant continents. GWS has experienced strong growth over the last years and had in 2021 1366 employees in 11 countries. As a result, GWS opened a new training centre in Poland to educate and train their own technicians. GWS continued to improve its financial results in 2021.
UWL operated two vessels on long term charters and one vessel in the spot market. UWL produced improved financial results in 2021.
FOO wholly owns Universal Foundation (UF), a company involved in the design and installation support for two Mono Bucket foundations at the Deutsche Bucht project. UF received a notification of liability from Van Oord in late 2019 under the Foundation Design Agreement. The Company has reported on this issue in previous reports. During the fourth quarter 2021 there has been further communication between the parties, and Van Oord and now also their customer argue that they have incurred significant losses and may seek to pursue claims beyond contractual limitations of liability. The position of UF is that any such claim would be without merit and consequently the accounts have made no provision for the same.
Operating revenues in 2021 were NOK 3 506 million (NOK 3 133 million). Operating result before depreciation (EBITDA) was NOK 753 million (NOK 273 million). Operating result (EBIT) amounted to NOK 383 million (NOK -158 million) and net result was NOK 249 million (NOK -246 million).
*) Source GWEC report November 2021
Cruise
The Cruise segment consists of the Company’s 100% ownership of First Olsen Holding AS with subsidiaries (“FOHAS”), i.a. First Olsen (Holdings) Ltd (“FOHL”) and Fred. Olsen Cruise Lines Ltd (“FOCL”), which own and operate the cruise vessels MS Braemar, MS Balmoral, MS Bolette and MS Borealis. During the ongoing COVID-19 pandemic throughout the year, cruise operations remained severely disrupted; all ships remained out of service until the summer, with Borealis commencing cruises from July and Bolette from August. Braemar and Balmoral remained in lay up throughout the year and post year end, with a return for Balmoral planned in May 2022 and Braemar in April 2023.
FOCL has witnessed a boost to consumer confidence since the easing of COVID-related restrictions in the UK, with somewhat of an improvement in the booking pattern going forward. The war in Ukraine has led to a handful of itineraries being amended for the current year to avoid Russian and Ukrainian ports. Escalating fuel prices had already begun to be experienced as oil demand
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Bonheur ASA – Annual Report 2021
began to rebound during 2021, which has been amplified further following the Russian invasion of Ukraine. The longer-term effects from the war on FOCL are very difficult to predict.
Operating revenues in 2021 were NOK 543 million (NOK 515 million). Operating result before depreciation (EBITDA) was NOK -544 million (NOK -530 million). Operating result (EBIT) amounted to NOK -755 million (NOK -1 000 million) and net result was NOK -778 million (NOK -1 048 million).
Other Investments
The Other Investments of the Company include the newly established companies, Fred. Olsen 1848 AS (FO 1848) and Fred. Olsen Investments AS (FO Investments), and other holding and service companies within the Group of companies in addition to the Company’s ownership of 55.0% in NHST Media Group AS. Other investments also include 100% ownership of the Fred. Olsen quarter in Oslo, the service companies Fred. Olsen Insurance Services AS (FOIS) and Fred. Olsen Travel AS (FOT). In addition, the segment has various investments in real estate, bonds and shares.
In 2021, FO 1848 was created as an innovation company that focuses on development and commercialization of new technologies and solutions related to renewable energy. On the back of decades-long experience within renewables, a portfolio of innovative technical solutions has been developed within Bonheur-related companies. The solutions are aimed at solving some of the industry key challenges within floating wind and floating solar. FO 1848 is dedicated to developing tomorrow’s energy technologies to shape the future we desire for the generations to come. Building on the innovation history in the Fred. Olsen related companies, FO 1848 will create an environment that drives creative and ground-breaking thinking.
In particular, FO 1848 has developed the Mobile Port Solution, which is an offshore installation interface concept that uses jack-up installation vessels in sheltered waters for the integration of the turbine to the floating foundation structure. This solution formed an integral part of FOS and Vattenfall’s Scotwind bid which was developed during 2021. FO 1848 is also developing Brunel, a concept for floating wind turbine foundations with strong both technical and commercial capabilities. It is designed for the next generation of wind turbines, with a modular approach, suitable for serial and automized production in the existing global supply chain allowing for instant scale-up and low cost. FO 1848 is also working on a solution for efficient maintenance of floating wind turbines, which equally represents a current challenge in developing low-cost floating wind energy.
FO Investments was also established in 2021. Building on maritime competence developed continuously since 1848, Bonheur ASA, has a unique track record of transformation and venturing into a variety of new industries. FO Investments invests in and manage new opportunities with a view to strengthen existing business segments of the Company and also to expand into new business areas. Facilitated by FO Investments the Company is seeking investments in innovative and ambitious companies within renewables, energy storage, travel and leisure, circular economy, maritime and shipping, and others. So far four investments have been made, i.e.,
•NPP Renewables, a renewable energy consulting company
•Cenate, a battery materials company
•Measurable Energy, a technology company within energy efficiency
•Tepeo, a company within renewable energy storage for heating
NHST Media Group AS
NHST has two business segments, Media and Software-as-a-Service (SaaS). The Media segment consists of the publications Dagens Næringsliv, Recharge, Tradewinds, Upstream, Intrafish.no, Intrafish.com, Fiskeribladet and Europower. Software-as-a-Service (SaaS) includes the companies MyNewsdesk and Mention Solutions.
NHST has in 2021 implemented organizational changes in order to strengthen the business development across the media entities and position for profitable growth, while continuing its focus on the transition from paper-based subscriptions to digital subscription-based business models. The Media segment has continued to invest in product improvements and improved support systems, while the Software-as-a-Service segment are in an investment phase with the segment’s companies giving priority to further improving product properties, strengthening the IT infrastructure and building the organizations. The number of employees in 2021 was 574 employees (2020: 564).
Operating revenues in 2021 were NOK 1 085 million (NOK 1 082 million) and EBITDA was positive with NOK 102 million (NOK 95 million). Operating result (EBIT) amounted to NOK 15 million (NOK -84 million).
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FOR had capital expenditure of NOK 130 million (NOK 666 million) in the year mainly related to the construction of the wind farm Högaliden in Sweden.
FOO had capital expenditure of NOK 385 million (NOK 534 million) mainly related to a new crane and upgrades of the vessel Bold Tern and class renewal work and upgrades on the vessel Blue Tern.
FOCL had capital expenditure of NOK 185 million (NOK 417 million) mainly related to completion of the upgrades of Bolette and Borealis.
In total, investments (capex) in property, plant and equipment during the year amounted to NOK 705 million (NOK 1 622 million). In addition, NOK 75 million (NOK 289 million) was capitalized, relating to IFRS 16, leasing – right-to-use assets. The Group of companies’ net investments paid, amounted to NOK 830 million (NOK 1 375 million), mainly financed with cash and financing activities. Dividend payments to external shareholders of the Group of companies in total amounted to NOK 319 million (NOK 248 million), of which NOK 170 million (NOK 183 million) was to the shareholders of the Company. See cash flow statement page 41.
Research and development activities
Research and development activities are carried out constantly within all main business segments. A close relationship exists with suppliers and customers in order to optimize operations and minimize environmental consequences. In 2021 NOK 32 million (NOK 35 million) was booked as cost and NOK 48 million (NOK 41 million) booked on the balance sheet for research and development activities. Some of the main research and development activities are incorporated in Fred.Olsen 1848, for further development.
Financing
The Group of companies’ overriding financial objectives target to secure long term visibility and flexibility through business cycles and are structured around three key principles:
i.The financial position of the Company shall be strong and built on conservative leverage with a solid liquidity position.
ii.Each company within the Group of companies must optimize its own non-recourse debt financing taking into account underlying market fundamentals and outlook for the respective business and relative cost of capital.
iii.With the aim to accelerate growth, subsidiaries within the Company’s high growth and capital-intensive business segments, must actively be investigating and considering various means of sourcing external capital, hereunder a broad set of equity options including potential listing.
Further, to position the Group of companies for the upcoming implementation of the EU taxonomy directive and to formalize the Company’s commitment to sustainable financing, green financing frameworks were established during 2020 under which the Group of companies first green bond and green bank financing was raised. A new green bond was raised during 2021 (for further information see the ESG Report on page 13).
At year-end 2021, the Company’s interest-bearing debt relates to NOK 2 686 million (2 588 million) in unsecured bonds maturing between 2022 and 2025. With a cash position of NOK 2 288 million (2 908 million), net interest-bearing debt on parent level was NOK 398 million compared to a positive net debt in NOK 320 million in 2020. Similarly, debt in the Group of companies excluding the Company amounted to NOK 7 739 million (8 201 million) divided on 6 different facilities spread on a diversified group of more than 10 banks and selected sellers’ credits. Alle these financings on group level are on a non-recourse basis to the Company. The split of such Group of companies’ debt on the respective business segments are NOK 5 540 million (5 862 million) related to Renewable Energy, NOK 1 536 million (1 762 million) related to Wind Service, NOK 265 million (260 million) related to Cruise and NOK 396 million (317 million) related to Other Investments.
For further details see Note 18 – Interest bearing loans and borrowings.
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In the opinion of the Board of Directors, both the financial situation and the cash position of the Company are satisfactory and sufficient to meet the Company’s current commitments.
Financial market risk
The international profile of the Company and its operating subsidiaries results in exposure to financial market risks.
The financial market risks to which the Group of companies is exposed, are predominantly currency risks, interest rate risks, risks related to oil/fuel price and electricity prices. These financial risks are continuously monitored, and financial instruments are from time to time used to hedge economic effects of such and related exposures. There is also a credit risk related to customers within the individual companies, and risks associated with the general development of international financial markets.
Currency risk
The Group of companies’ financial statements are presented in NOK. Revenues consist primarily of EUR, GBP and NOK, with EUR as the dominant currency. The expenses are primarily in GBP, EUR, USD and NOK. As such, earnings are exposed to fluctuations in the currency market. Parts of the currency exposure are neutralized due to the majority of the debt and a large part of expenses being denominated in the same currencies as the main revenues. Forward exchange contracts are from time to time entered into in order to reduce future currency exposures.
Interest rate risk
The Group of companies is exposed to interest rate fluctuations, as loans are frequently based on floating interest rates. By the turn of the year, parts of the outstanding loans in Renewable energy had been hedged against interest fluctuations through interest rate swap agreements and parts of the outstanding loans in Cruise had a fixed interest rate. See note 3.
Oil / Fuel price
The Group of companies is exposed to fluctuations in bunker prices, which move in line to the price of crude oil. There were no financial contracts outstanding at the end of the year, relating to securing part of the bunker costs, for the year 2022.
Electricity price
Electricity sales for Paul’s Hill wind farm was fixed at GBP 200 per MWh for 4Q 2021 and 1Q in 2022. The electricity sales for the other ten windfarms are on variable contracts. Spot prices for electricity tripled during 2021 in UK and southern part of Norway. In addition, all windfarms receive green certificates, whereof Renewable Obligation Certificates (ROC) on the Scottish wind farms accounts for majority of total revenue of the green certificates.
Credit risk
There is a governing principle within the Group of companies to continuously evaluate credit risks associated with customers and, when considered necessary, to require appropriate guarantees.
Environmental, Social and Governance Reporting (ESG)
Due to the importance of ESG and sustainability reporting the main operating subsidiaries of the Company have strengthened and enhanced their respective ESG reports. The Board of Directors have decided to include the ESG report for 2021 in a separate chapter in the annual report. The ESG report includes the Governance section, including related party transactions, which in previous years was a separate chapter in the annual report. The Board of Directors report must be read in conjunction with the ESG report and vice versa.
Subsequent events
In January 2022, FOS was granted an option lease on the ScotWind project for the development of a floating wind farm off the coast of Scotland together with their JV partner Vattenfall. The project has a planned capacity of 798 MW.
The war in Ukraine has so far resulted in severe effects on the prices of key commodities including oil and gas and materially increased uncertainty longer term.
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Short term, the main effects have been:
•Expected slower economic growth and higher inflation. Various international organisations like the OECD, have since the outbreak of the war already adjusted global GDP forecasts for 2022 down by 1-2 percentage points and increased inflation estimates further up by 2 percentage points. As of late March, an estimated 4 million refugees have fled from Ukraine to Europe. The number of refugees is expected to more than double in the coming weeks and months, creating an unprecedented need for support to be given to the major host countries. The financial implications of this crisis may be significant. Combined with lower growth and increased inflation, there is an increased risk of stagflation in European economies going forward.
•Rapidly increasing food and energy prices. A few weeks into the war, gas prices are 10 times higher than one year ago, having already risen substantially during the second half of 2021, while wheat prices and fertilizer prices are up 70% and 80% respectively since the outbreak of the war. The rise in energy and food prices increases the risk for social unrest not the least in poorer economies. For the Company this has both resulted in higher electricity prices but also a significant increase in bunker prices for the cruise operations.
The war has created a strong drive within Europe to increase energy self-sufficiency. This is likely to accelerate investments in wind and solar as well as reconsidering plans to phase out nuclear energy. These new initiatives come on top of the EU Green Deal to target less dependency of Russian oil and gas, which today constitutes 11% and 16% of the world production respectively.
In addition to the war, the effect of the COVID-19 pandemic is still present, especially in China, who experiences a new set of lock downs in major cities, impacting global growth, supply chains and inflation.
Rapid technological advancements within i.e., machine learning capabilities, super computers for simulations and advanced material technology, combined with the effects from the war and Covid, are likely to cause disruptive developments in all types of machinery, supply chains and government policies going forward. The Company must strive to be well positioned for these huge shifts.
The Board emphasizes that there will always, and especially in times like the present, be significant uncertainties in predicting future developments, including forming a view on macroeconomic developments. The long-term impact from the war in Ukraine and the continued COVID-19 virus pandemic is too early to predict, both regarding our companies and the world economy. From an accounting perspective, such risks, increase the risk of impairments and may also affect accounting estimates going forward. Nevertheless, the Company is well capitalized and has options to manage its business through the current uncertainty. The Company is well positioned in several high growth segments and especially in the renewable energy eco-system. This entails interests within development and production of renewable energy, wind industry services, and renewable energy technology. This unique combination is likely to enable new strategic opportunities going forward.
Parent company information
The Company’s annual result was NOK 16 million, compared to NOK -291 million in 2020. NOK 225 million of dividend was received in 2021. In 2020 the Company received no dividends. In 2021 the Company had unrealized gain of NOK 43 million on various shareholdings. The Net result of NOK 16 million is proposed to be allocated as follows:
For dividendsNOK 183 million
From other equity NOK -167 million
Total allocatedNOK 16 million
In accordance with §3-3a of the Norwegian Accounting Act, the Board of Directors confirms that the going concern assumption, on which the financial statements have been prepared, is considered to be appropriate. The accounts are defined by International Financial Reporting Standards (IFRS) for the Group of companies and NGAAP for the parent company. The Company’s total capital as per 31 December 2021 was NOK 10 333 million. The Company’s cash, cash equivalents, short-term securities and current receivables amounted to NOK 2 719 million.
Dividend/Annual General Meeting
With regard to the Annual General Meeting in 2022, the Board of Directors is proposing a dividend payment of NOK 4.30 per share subject no deviating views expressed by the Shareholders’ Committee. The Annual General Meeting is scheduled for Wednesday 25 May 2022.
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Introduction
Bonheur has a strong commitment towards integrating sustainability and social responsibility into its businesses, as this forms the base of a sound long-term business model and supports the decarbonisation of society and minimising the environmental footprint in all our activities.
The Company was a pioneer in recognising the need to develop renewable energy sources and has over the last 25 years established numerous companies in the renewable energy sector, covering the entire value chain from developing to constructing and operating onshore windfarms as well as installation and service of both onshore and offshore windfarms. This progress continues through further improvement of the existing operations, development of new technologies and new investments with strong focus on long-term sustainability with examples like moving into construction and operation of offshore wind and development of floating solar projects, innovative fabrication solutions as well as other new technologies.
The Company also focuses on high integrity and ethical standards and is committed to comply with all applicable laws, rules, and regulations. This is reflected into the respective companies’ Codes of Conduct, and all employees and suppliers are obliged, at all times, to behave and conduct their business strictly in accordance with the principles of such codes. It is equally rooted within the Group of companies that an active and sound corporate governance environment is essential to delivering a sustainable investment strategy that aligns with the best interests of the shareholders, employees and the society. Social awareness and active engagement with local stakeholders and communities are essential prerequisites for successful investments. Across the business segments of the Company there is a strong commitment towards engaging with local businesses, suppliers, and service providers to ascertain that the activities performed also extend to their benefit. It is part of the inherent operating philosophy to focus on training and employing people from the local communities where practically possible and to ensure good working conditions, honouring labour rights and promoting diversity.
Given the importance of ESG, during 2021 the main operating subsidiaries of the Company have further strengthened and enhanced their ESG reports. This report should be read in conjunction with the Board of Directors report and vice versa.
The structure of the ESG report, is firstly to describe how the Company is governed with the importance of transparency in the corporate governance, with the composition and independence of both the Shareholders Committee and the Board of Directors and with internal control in general. Secondly, the ESG report describes the environmental aspects showing that the Group of companies consolidated has a significantly positive CO2 footprint resulting from the direct contribution from the wind farms and the indirect contribution from the Wind Service segment which are actively involved in transport, installation and service of wind turbines. Furthermore, the report elaborates on the Green Finance Framework which was established by the Company in 2020. Thirdly, the ESG report describes the human resources aspects of the Group of companies, which strives to provide a good and safe working environment, equal opportunities without any discrimination and compliance to all relevant codes of conduct and anti-corruption policies. And, fourthly, the ESG report describes the kind of local engagements in the countries of operations through employment of local people, taxes paid and the predominantly philanthropical contributions by the Fred. Olsen Social Engagement Group (FOSEG). Looking forward beyond 2022 the ESG report also describes genuine environmental-friendly initiatives like offshore wind and floating solar, in addition to the continuous work of reducing CO2 emission in our operations.
Further information may also be found on the respective operating subsidiaries webpages:
The subsidiary companies have identified and prioritised those ESG topics that are considered the most significant to their respective operations through a materiality analysis involving processes with internal interviews and market analyses, in addition to considering relevant ESG standards and the business context of the individual industry in question.
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The Group of companies’ sustainability reporting takes into account the World Economic Forum’s (WEF) Stakeholder Capitalism metrics which were published in September 2020. The metrics are drawn from existing voluntary standards such as the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) and aim to provide a core set of common sustainability metrics, covering the topics of Governance, Planet, People, and Prosperity. In addition, the Group of companies has a focus on the upcoming implementation of the EU taxonomy.
Task Force on Climate-Related Financial Disclosures (TCFD)
With climate change comes both risks and opportunities for all businesses. The Task Force on Climate-related Financial Disclosures” (TCFD) has developed a framework with recommendations for more effective climate disclosures within four thematic areas: Governance, Strategy, Risk Management and Metric & targets. The overall purpose is to promote and share relevant information for investment, credit, and insurance decisions, and to help companies provide better information to support informed capital allocation. As operations within the Renewable Energy, Wind Service and Other Investments segments in Bonheur support the transition of the world’s electricity production into wind power, being a sustainable energy source, our operations are in general reviewed as green, but parts of the activities, like the use of fuel for the shipping related operations, can become more sustainable. The ESG reports from the segments therefore includes several of the TCFD recommendations. The actions taken involve the identification and initial definition of the company's management and strategy regarding climate change, as well as the risks and opportunities that they bring. Subsidiaries of the Company sets reduction targets for their key environmental aspects.
EU taxonomy
The EU taxonomy is a classification system for environmentally sustainable economic activities. The Taxonomy Regulation establishes six environmental objectives: climate change mitigation, climate change adaptation, sustainable use and protection of water and marine resources, the transition to a circular economy, waste prevention and recycling, pollution prevention and control, and protection of healthy ecosystems. The Group of companies plans to conduct a business activities review in 2022 in line with the EU Taxonomy. These activities will be reflected in the next annual ESG report.
Governance
The Company remains focused on continuously developing its established principles on good corporate governance.
Private Fred. Olsen-related interests hold a total of 51.8% of the Company’s shares. The day-to-day management of the Company is performed by Fred. Olsen & Co (FOCO), a management company of which Anette Sofie Olsen is the sole proprietor.
The governance structure surrounding the Company has through decades proved to be both successful and resilient. In order to ensure that within this governance structure decisions are taken in the best interest of all shareholders, the Company has over time implemented various measures and systems to enhance and safeguard equal treatment of all shareholders and equally correct handling of potential conflicts of interest, i.e.
•Four Directors out of six, i.e., the majority of the Board of Directors of the Company, are independent of both the Company’s main shareholders and of FOCO.
•The guidelines to the Board of Directors addresses i.a. questions on potential conflict of interest, and policies for reporting on and handling potential conflict of interests are in place.
•The Shareholders’ Committee has a supervisory function relative to both conduct of the Board and that of FOCO and elects the Board Directors to the Company. All members of the Shareholders’ Committee are both independent of the Company’s main shareholders and of FOCO.
•The Shareholders’ Committee has placed special emphasis on and have guidelines particularly addressing issues on potential conflicts of interest.
•The Board of Directors continuously monitors and evaluates the performance of the management services provided by FOCO. In addition, the Audit Committee on a quarterly basis reviews related party businesses.
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•The Shareholders’ Committee provide recommendations to the Board of Directors on compensation to FOCO for its managerial services, and the underlying parameters for such recommendations are subject to regular benchmarking and review.
•The Auditor of the Company, KPMG, performs audit and reporting procedures on related party transactions which are reported both to the Board of Directors and the Shareholders` Committee.
•The Company’s corporate governance practice is adapted to the recommendations set out in the Norwegian Code of Practice for Corporate Governance (“NUES”), as published in the latest revised version of 14 October 2021:
Governance Model – overview
More particular on Corporate Governance
The Company is focusing on continuously refining its governance framework in recognition of this being a contributor towards creating long term added value as well as delivering the responsibilities owed to society.
Significant parameters in this process are transparency, integrity and responsibility. These basic parameters also reflect the Company’s value base, while they also serve as overriding ethical guidelines governing the Company’s responsibility towards society as well as the Company’s conduct in general.
Transparency points to confidence in procedures and decision makings and the way in which the various activities of the Company are executed. In this connection, the Company’s policy on information is essential. Integrity is the resulting effect of the norms that characterize the Company, and which assist in securing a proper conduct of the Company’s affairs. Responsibility relates to clarity on consequences of acts or omissions
The Shareholders’ Committee
The supervisory function of the Shareholders’ Committee constitutes an integral element of the Company’s Corporate Governance. It follows from the Company’s Articles of Association that the Shareholders’ Committee is responsible for exercising a supervisory function relative to the administration of the Company by the Board and by Fred. Olsen & Co (FOCO). The way in which the Shareholders’ Committee execute these duties is adapted to NUES and equally follows established guidelines as calibrated with the corporate structure that the Company is part of. These guidelines i.a. address questions on potential conflicts of interest. The Shareholders’ Committee is attending to the Company’s annual accounts and expresses its view thereon to the Annual General Meeting, hereunder on the Board’s proposals on dividends. The Shareholders’ Committee elect members to the Board following its own nomination procedure, propose appointment of the Auditor and provide recommendation to the Board on compensation and possible bonus to FOCO for its day-to-day management of the Company.
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The Shareholders’ Committee consists of the following persons: Christian Fredrik Michelet (Chairman), Einar Harboe (Deputy Chairman), Ole Kristian Aabø-Evensen, Bård Mikkelsen and Jørgen Heje. At the Annual General Meeting in May 2021, Christian Fredrik Michelet (Chairman) and Ole Kristian Aabø-Evensen were re-elected as member of the Shareholders’ Committee.
Equity
The equity of the Company is addressed in parent company note 8. The Board consider that the current equity level is satisfactory considering the Company’s financial position relative to strategy and risk profile.
The Company has no current authority to increase its share capital. To the extent proposals will be made to a General Meeting on authority to increase the share capital, caution will be exercised relative to the principle of preference for existing Shareholders on subscription for new shares. In the event the Board of the Company should request a General Meeting for authority to increase the share capital or acquire treasury shares, such authority will in any event only be requested for a period of time limited to the next ordinary Annual General Meeting.
Dividend
When considering dividend payments, the Company takes into account the development of the Company’ results together with the prevailing investment plans and the Company’s financial position in general. Specific situations may arise where it would be in the interest of the Shareholders that dividend payments are not recommended or - otherwise, that extraordinary dividend payments are recommended. Dividend payments are considered by the Board, which then resolves on proposals to the General Meeting subsequent to the Shareholders’ Committee having addressed this issue and expressed its view.
Equal treatment of Shareholders
The Company only has one class of shares, and each share equals one vote. The Company emphasizes the principle of equal treatment of all Shareholders.
Freely negotiable shares
The Company’s shares are traded as freely negotiable.
Annual General Meetings
The Company’s Annual General Meeting is normally held in May each year under the conduct of the Chairman of the Shareholders’ Committee paying due attention to NUES.
The summons, together with the appurtenant case papers, is distributed in lawful and ample time in advance of the General Meeting. Shareholders who are prevented from participating may vote by way of proxy. The Shareholders’ Committee, the Board and the Company’s auditor are all represented at the Annual General Meetings. The Annual General Meeting i.a. elect members to the Shareholders’ Committee.
Nomination committee
The Company has no separate nomination committee. However, it follows from the Articles of Association that the Shareholders’ Committee elects’ members to the Board and, as also set out above, does so in accordance with its own nomination procedure.
Corporate Assembly and Board of Directors – composition and independence
The Company does not have a Corporate Assembly. A supervisory function similar to that of a Corporate Assembly, is exercised by the Shareholders’ Committee.
The conduct of the Board of Directors
The ultimate administration of the Company’s business, which implies securing that the Company’s business conduct is in line with the basic values of the Company, rests with the Board. The Board at present consists of six Directors, who are each elected for a two-year period. In addition to exercising the authorities on decision-making and control functions, the Board focuses on development of the Company’s strategy. FOCO is placing emphasis on providing the Board with information on which the Directors can adequately discharge their duties. All matters considered of material importance to the Company are placed before the Board. This i.a. comprises considering and approving quarterly and annual accounts, significant investment issues (hereunder acquisitions and divestments) and overall strategies. The composition of the Board reflects a broad level of competence.
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The Company has not been engaged in transactions with its Shareholders, Board members, FOCO in its managerial capacity, or anyone related to these, except from what follows from the Group of companies’ note 26 to the respective Annual Accounts or as may otherwise have been reported in separate announcements to the Oslo Stock Exchange. A guideline for the Board regulates the documentation of related party transactions including procedures for contractual relationship between such parties and the deployment of independent transfer pricing benchmarking.
The Company has the following Board Members:
Fred. Olsen, Chairman, Carol Bell, Bente Hagem, Jannicke Hilland, Nicholas (Nick) A. Emery and Andreas Mellbye.
All Board members participate regularly in the Company’s board meetings. Absence is exceptional and always distinctly justified. In 2021, 10 board meetings were conducted with full participation from all board members.
The Board members Carol Bell, Bente Hagem, Jannicke Hilland and Andreas Mellbye are independent FOCO and of the Company’s main shareholders.
The board evaluates its work and competence annually.
In Note 7 to the Group of companies’ accounts information on compensation to the Board is provided. The compensation to the Board is not depending on results and neither have the Directors been granted any options. The Company has support for identifying and holding liability insurances also for directors and officers.
Audit Committee
In its capacity as a preparatory and advisory working committee for the Company’s Board, the Audit Committee - consisting of the Board Members Carol Bell and Nick Emery - review the financial reporting process, the system of internal control and management of financial risks, the auditing process and the Company’s process for monitoring compliance with laws and regulations. In performing these duties, the Audit Committee maintains effective working relationships with the Company’s Board, FOCO and the Company’s Auditor.
Risk management and internal control
The Group of companies’ risk management, as developed within each of the business segments, are designed to ensure that risk evaluation is a fundamental aspect of all business activities. Continuous evaluation of exposure to risk is essential to identifying and assessing risks at all levels.
The Group of companies’ risk management policies work to identify, evaluate and manage risk factors that affect the performance of the various business activities in which the Company is invested. As such, continuous and systematic processes are deployed to mitigate potential damages and losses and to capitalize on business opportunities. These policies contribute to the success of both long and short-term strategies.
Risk management is based on the principle that risk evaluation extends to all business activities. The individual business segments within the Group of companies have procedures for identifying, assessing, managing and monitoring primary risk exposures. As part of cash management policy, the Group of companies may individually deploy derivative instruments, such as interest rate swaps and currency contracts in order to reduce exposures.
The Group of companies’ risk management and internal control procedures are reviewed by the Audit Committee in accordance with its charter. The operational risk management and internal control are carried out within each business segment in accordance with the nature of the operations and the governing legislation in the relevant jurisdictions. Financial risk management related to foreign exchange, interest rate management and short-term investments is handled in accordance with established policies and procedures.
The Company does not operate a distinct formal internal audit function as part of its internal control system, but the Company interacts closely with KPMG to ensure that risks and controls are monitored. As a result of representation at board level in subsidiaries by managerial personnel of FOCO, the Company is able to follow developments appropriately within the operational subsidiaries, focus on business performance, market conditions, the competitive environment and identify strategic issues. The
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appropriate information flow from board meetings in such subsidiaries provide a solid contributor for the Company’s assessment of its overall financial and operational risks.
Board remuneration
Board remuneration reflects the Board’s responsibility, expertise, time spent, and the complexity of the business. The remuneration does not depend on the Company’s financial performance. There are no option programs for any Board Member. The Annual General Meeting determines the remuneration to the Board Members. Additional information on remuneration paid to Board members for 2021 is presented in note 7 to the consolidated accounts.
As an integral part of FOCO’s day-to-day management of the Company the sole proprietor of FOCO, Anette S. Olsen, holds the position as Managing Director of the Company. The compensation to FOCO for these managerial services (comparable with management remuneration) follows under the Group of companies’ note 7. As the Company has no employees it equally has no stock option programs.
Information and communications
Emphasis is placed on conducting a policy on information which aims at providing the market with relevant and timely information in a way that supports the principle of equal treatment of all of the Company’s shareholders. The Company provides presentations to shareholders and analysts in connection with announcement of the quarterly results. During 2021 the quarterly presentations have been conducted by means of webcasts. Annual and quarterly reports, together with the aforementioned presentations, are made available on the Company’s web site, www.bonheur.no. The Company has a preparedness on information for situations of an extraordinary character.
Take overs
Privately Fred. Olsen-related companies hold a total of 51.8 percent of the Company’s shares. Considering the corporate structure of which the Company forms part, the Company considers that the takeover guidelines recommendation in NUES is currently not relevant.
Auditor
The Company’s Auditor is annually providing an activity plan for the audit of the Company. As part of the established routines within the Company on Corporate Governance the Auditor is conducting presentations to the Audit Committee and the Shareholders’ Committee on the auditing carried out and the Auditor is hereunder addressing the Company’s risks, internal control and quality on reporting. The Auditor is conducting a similar presentation to the Board in connection with the Board considering the Annual Accounts.
In connection with the Auditor’s report, the Auditor also provides an affirmation on independency and objectivity. The Auditor participates at the Annual General Meeting. The Board is satisfied that FOCO on behalf of the Company and at its sound discretion, when considered both generally and specifically serviceable, may deploy the Auditor for services beyond the statutory auditing. In connection with the issue on compensation to the Auditor, it must and will however always be identified how such compensation is split between statutory auditing on the one side and other services on the other. The Board has established a guideline for pre-approval of non-audit services by the Board prior to such services being undertaken by the Auditor.
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CV for the Board members, Shareholders’ Committee and the Managing Director
Board of Directors:
Fred. Olsen (1929), Chairman. Mr. Fred. Olsen was the proprietor of Fred. Olsen & Co. from 1955 till 1994 and has been chairman of the Board since 1955. He is an Honorary Doctor of the University of Heriot Watt, also of the Queen’s University Belfast, a Fellow of the Royal Institution of Naval Architects and further holds the titles of Industry Pioneer from the Offshore Energy Center Hall of Fame in Galveston, Texas and the Institutium Canarium’s Dominik Wölfel Medal, Vienna. He was chairman of the Aker Group from 1957 to 1975 and from 1977 to 1981, chairman of Timex Corporation from 1980 to 2002 and of Harland & Wolff, Belfast from 1989 to 2001. He co- founded and was later chairman of the Norwegian Oil Consortium AS (NOCO), 1965-1983, and was a board member of SAGA Petroleum AS from 1972 to 1983. He was further chairman of Widerøe’s Flyveselskap AS, 1970-1983. Mr. Fred. Olsen pioneered within tanker developments, rig developments (Aker H3 drilling design), watch developments and he headed the transition of the Aker yards from shipbuilding into offshore. Mr. Olsen is a Norwegian citizen and resides in Oslo, Norway.
Carol Bell (1958) joined the board in 2014. She holds an MA in Natural Sciences from the University of Cambridge and a PhD in Archaeology from University College London. Since 2000, after having worked within the oil and gas industry and investment banking (with JP Morgan and Chase Manhattan), she has divided her time between a range of activities, notably being nonexecutive director in the energy sector, conducting academic research and as a charity trustee. She currently sits on the boards of Tharisa plc and BlackRock Energy and Resources Income Trust plc. She has also served on the boards of TransGlobe Energy, Ophir Energy plc, PGS ASA, Salamander Energy plc., Hardy Oil & Gas plc., Revus Energy ASA, Det norske oljeselskap ASA and Caracal Energy Inc. She is also a Director of the Development Bank of Wales and the Football Association of Wales and a founder Director of Chapter Zero, which engages with non-executive directors on climate risk. She is a Trustee of the National Museum of Wales, Research England and Museum of London Archaeology. Dr. Bell is a British citizen and resides in London and Cardiff.
Bente Hagem (1953) joined the board in 2020. She holds a master’s degree in Economics and Agriculture from the University of Life Sciences in Norway. In the nineties she held different positions as a vice president in Equinor. In 2001 she started working as an executive vice president in Statnett, the Norwegian system operator (TSO), responsible for European/Nordic market design, trading agreements for cables, tariffication, and settlement of the wholesale market. She was also a CFO of Statnett for a period. From 2013-2019 she was a chair and vice chair of the board of ENTSO-E (an association for 43 TSOs in Brussels) and chair and member of the Board of Nord Pool Spot from 2008-2014. She was a co-chair of the Market Coupling project delivering one daily auction for electricity in Europe. She has also served on several boards in the energy industry. Bente Hagem is a Norwegian citizen and resides in Oslo.
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Jannicke Hilland (1967) joined the board in 2020. She holds a PhD in Physics from the University of Bergen, a BSc Honours in Electrical and Electronic Engineering from the University of Manchester Institute of Science and Technology and a study in Strategic Leadership from the Norwegian Business School. Today she is the CEO of Eviny, one of the larger renewable energy companies in Norway. In the period 2008 - 2015 she held different positions in Statoil, among other Head of Gullfaks operations, Vice President of Joint Operations on the Norwegian Continental Shelf and Senior Vice President for Safety, Security and Emergency Preparedness in the Corporate Executive Committee. In the last position accountable for the Statoil BoD Safety, Security, Sustainability and Ethics Committee. In the period 1998 - 2008 she held different positions in Hydro, amongst others as platform manager on the Troll Field. She is also Member of Board in Nysnø Klimainvesteringer and Energi Norge. Jannicke Hilland is a Norwegian citizen and resides in Bergen.
Nicholas (Nick) A. Emery (1961) was appointed to the board in 2014. He is a qualified Management Accountant. He has worked in various Fred. Olsen- related companies for over 30 years and until April 2013 was the CEO of Fred. Olsen Renewables AS. As from April 2013 he holds the position of CEO of the privately owned Fred. Olsen Ltd. (UK). He is Chairman of the following Fred. Olsen Limited subsidiaries: The Natural Power Consultants Limited and Zephir Limited. In addition, he is a director of a number of other companies including Fred. Olsen Travel Limited. Mr Emery is a British Citizen and resides in London and Cornwall, England.
Andreas Mellbye (1955) has been a member of the Board since 2001 and before that served as alternate. Mr. Mellbye was trained as an officer in the Norwegian Navy (1975-1977) and later became a candidate in jurisprudence from the University of Oslo in 1983. He became partner of Wiersholm 1989. Before joining Wiersholm he worked in the legal department of Norsk Hydro, including one year on secondment to Legal & Acquisition dep. in Conoco, London. Mr. Mellbye was admitted to the Norwegian Supreme Court in 1995. Besides litigation within company law, Mr. Mellbye specializes in corporate transactions, mergers & acquisitions, securities/stock exchange law. He holds various board and committee positions, including chairman of Martina Hansens Hospital and Lorentzens Skibs AS. Previously Mr. Mellbye was chairman of Pareto Wealth Management and was also member of the previous Securities Law Forum of the Oslo Stock Exchange. Mr. Mellbye is a Norwegian citizen and resides in Bærum, Norway.
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Shareholders’ Committee:
Christian Fredrik Michelet (1953) has been the chairman of the Shareholders’ Committee since 2007. He became a candidate in jurisprudence at the University of Oslo in 1980, and holds an MBA from INSEAD, France in 1981. He has served as lieutenant in the Norwegian Army. He was partner in the law firm Arntzen de Besche from 1985-2015. In the period 1989 – 1992 Mr. Michelet was Vice President in Total Norge AS. He was partner in the law firm Michelet & Co 2015-2018 and is now partner in the law firm Schjødt law from 2019. He is specialized in the petroleum and energy sectors. Mr. Michelet is an advisor on legal and strategic matters to various corporate actors in these sectors, to Norwegian petroleum and energy authorities and to petroleum authorities in countries in several parts of the world on policies, legislation and state contracts. In addition to working with transactions and acting as a litigator, he regularly serves as arbitrator. He is admitted to the Norwegian Supreme Court. Mr. Michelet is a Norwegian citizen and resides in Oslo, Norway.
Jørgen G. Heje (1953) has been a member of the Shareholder’s Committee since 1988. He has a Lic. Oec. HSG degree from Hochschule St. Gallen Switzerland. Mr. Heje spent several years with Chase Manhattan Bank N. A. in London and Oslo before he held different executive and non-executive positions within the shipping and finance industry. Mr. Heje served as CEO in Eidsiva Rederi ASA and Chairman of Norwegian Car Carriers ASA up until 2010. He has been Chairman, and member of boards and nomination committees in a range of companies and organizations among others: Chase Manhattan Bank (Norge AS), Orkla Finans AS, Nordisk Skibsrederforening, J. B. Ugland Shipping AS, Norwegian Ship-owners Association and a number of ship-owning partnerships. Mr. Heje is Vice-Chairman and co-owner of the Agra Group, a market leading, family-owned industrial company within fast moving consumer goods in the Scandinavian markets. Mr. Heje is a Norwegian citizen and resides in Oslo, Norway.
Bård Mikkelsen (1948) joined the Shareholders’ Committee in 1997. He is a graduate from the Norwegian Army Military Academy, Norwegian School of Management and INSEAD Executive Programme. He has served as the CEO of Statkraft, the largest utility in Norway and the largest European renewable energy company. Mr. Mikkelsen has also served as the CEO of Oslo Energy Group, Ulstein Group and Wideroe Group. He has previously a.o. also served as a member of the Supervisory Board of E.ON as Chairman of Cermaq, Store Norske Spitsbergen Kulkompani and Vice Chairman of Saferoad. Currently he is a.o. the Chairman of Clean Energy Group, Clean Energy Invest, Multiconsult and Nettpartner. Mr. Mikkelsen is a Norwegian citizen and resides in Bærum, Norway.
Ole Kristian Aabø-Evensen (1964) has been a member of the Shareholders Committee since 2017. Mr. Aabø-Evensen was originally trained as a police officer and became later a candidate in jurisprudence from the University of Oslo in 1988. He also received a scholarship from the British Council (1992) and has studied English and International Law at King’s College University of London (1992). Mr. Aabø-Evensen is founding partner of the M&A and Capital Markets boutique law firm Aabø-Evensen & Co (2002-). Before establishing Aabø-Evensen, he was partner and head of M&A and corporate legal services at KPMG in Norway (1995-2002), an associated partner with the de Besche & Co (now Arntzen de Besche) and has also worked as a trainee in Sinclair Roche Temperley, London (now part of Stephenson Harwood) and Essex Court Chambers, London. As a leading transaction lawyer Mr. Aabø-Evensen has specialized in corporate transactions, public and private mergers & acquisitions and securities/stock exchange law. He holds various board and committee positions. Mr. Aabø-Evensen is also the author of the leading textbook on M&A in Norway in addition to numerous international publications on mergers and acquisitions. He’s a member of the Norwegian Bar Association, the American Bar Association, the International Bar Association and the International Fiscal Association. Mr. Aabø-Evensen is a Norwegian citizen and resides in Oslo, Norway.
Einar Harboe (1950) has served on the Shareholder’s Committee since 1988. He passed his final law exams in 1974 at the university of Oslo. He then held positions in the Ministry of finance and also worked as assistant judge, university teacher and division head in the Tax directorate until 1983. In 1983 Mr Harboe joined the law firm of Bugge, Arentz-Hansen & Rasmussen (BAHR) where he remained for some 14 years, the last 12 years as partner. In 1997 Mr Harboe left BAHR to establish a boutique law firm (now Advokatfirmaet Harboe & Co AS) specializing in tax. Harboe & Co is among the leading firms in this field. Mr Harboe is among the most experienced tax lawyers in Norway, having handled a number of major cases in court, including the Supreme Court. He is also an established author, having published a number of books about Norwegian tax. Mr. Harboe is a Norwegian citizen and resides in Bærum, Norway
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Managing Director:
Anette S. Olsen (1956) has been the proprietor of Fred. Olsen & Co. since 1994. Fred. Olsen & Co. is responsible for the day-to-day operation of Bonheur ASA. As part of these services, she holds the position as managing director of Bonheur ASA. Ms. Olsen is the Chairman of the boards of Fred. Olsen Renewables AS, Fred. Olsen Ocean Ltd., Fred. Olsen Windcarrier ASA, Fred. Olsen Seawind ASA, Fred. Olsen Ltd. and NHST Media Group AS. She is also a board member of Fred. Olsen Cruise Lines Ltd., Global Wind Service A/S and Tanager Group BV. Anette S. Olsen holds a bachelor’s degree in business organization and a master’s degree in business administration (MBA). Anette S. Olsen is a Norwegian citizen and resides in Oslo.
Planet
Embedded in The Company’s culture is the focus on maintaining and further developing a sustainable business model and to minimise the environmental footprint of our activities. This section will give an insight into both the positive and negative CO2 contribution from our operations within our business segments, in addition to information regarding the Company’s Green Finance Framework.
The Group of companies is engaged in activities which, to a varying degree, involve a potential risk to the environment. To minimize the risk, safety and environmental protections are given high priority by the operations, and efforts are made on a continuous basis to prevent situations which might involve damage to health and environment. Important elements of this work are safe operations an active maintenance program and adequate handling of waste. Efforts are expected to continuously be made, in order to improve, and further develop the safety and environment culture at all levels.
To structure the reporting of greenhouse gas (GHG) emission for both direct and indirect emission sources, ensure consistency and improve transparency, the Group of companies have decided to follow the recommendation from the Greenhouse Gas Protocol and report emissions according to the scope 1, scope 2 and scope 3 definitions, i.e.:
•Scope 1 - Direct GHG emissions occur from sources that are owned or controlled by Group of companies
•Scope 2 - Indirect emissions from purchased electricity, heating and cooling consumed by Group of companies
•Scope 3 – All other indirect emissions consumed by Group of companies not included in scope 2
Some of the Group of companies’ operations, in particular those related to the use of fossil fuel, effluents and emissions during operations and the risk of oil spills, may influence the external environment negatively. Safe operations and active maintenance programs will contribute to avoid accidents which may lead to damage to the external environment. Currently not all of the companies have robust data for waste management, ecological impact measurements and assets recycling, and The Company is therefore not in a position to report on consolidated figures for 2021. Going forward this part of the reporting with be sought strengthened.
No incidents have occurred during the year within the aforementioned business segments causing serious damage to the external environment.
Greenhouse Gas (GHG) Reporting
Renewable Energy Segment
During 2021 the Renewable Energy segment produced 1.71 TWh (2020: 1.82 TWh) of electricity. If assumed that wind power replaces electricity produced by i.a. coal, and a conversion rate based on the International Energy Agency’s (IEA) average global emission factor for electricity production, approximately 735 000 tonnes of CO2 emissions were displaced by FOR’ wind generation.
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The table below shows the number of households that were covered by FOR and the comparative reduction in CO2 emissions:
The objective when designing wind parks is to harmonise the layout and infrastructure with the terrain and topography. When constructing and operating the wind farms FOR will have a risk-based approach to eliminate hazards and risks to protect the environment and personnel. Pride is taken in making effective use of the wind resources and thereby reducing the CO2 emissions and thus contributing to battling climate change.
The total GHG emissions for the Renewable Energy segment in 2021 were 1 310 tCO2eq. with the following split on scope 1, scope 2, and scope 3 emissions in 2021:
Wind Service Segment
FOWIC
The three ships owned and operated by FOWIC was engaged in installation and maintenance of offshore and onshore wind turbines. During 2021 FOWIC installed 111 (2020: 11) offshore wind turbines with an installed capacity of approximately 1 038 MW (2020: 68 MW). In addition, repair and exchange work of wind turbine blades with a total capacity of 206 MW (2020: 532 MW) contributing indirectly to a positive contribution to reduce CO2 emission by displacing coal and gas energy production.
The marine transportation of the offshore wind units from assembly port to the offshore field requires use of fossil fuels. In 2021 the fleet of transport and installation vessels consumed 11 603 (2020: 11 541) tonnes of marine gas oil which resulted in 36 665 (2020: 36 467) tonnes of CO2 emissions. To mitigate the CO2 emissions, the vessel specific Ship Energy Efficient Management Plans (SEEMP) continues for the FOWIC vessels.
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The GHG emissions for the operation of the three wind-turbine installation and service vessels in 2021 were 370745 tCO2eq. with the following split on scope 1, scope 2, and scope 3 emissions in 2021:
GWS
The service technicians in GWS contributed positively to the transition towards more renewable energy sources. In 2021 GWS contributed directly or indirect by installing approximately 1 400 MW onshore and 2 400 MW offshore including preassembly activities. In addition, GWS also contributed directly or indirectly on repowering, service and maintenance and blade repair on more than 6 500 MW onshore and offshore globally.
The GHG emissions for GWS in 2021 were 3 413 tCO2eq. with the following split on scope 1, scope 2, and scope 3 emissions in 2021:
The three ships owned and operated by UWL provided services within marine transportation of offshore turbine components and thereby indirectly contribute to reduce the global CO2 emission. During 2021 UWL transported nacelles with an installed capacity of approximately 703 MW and consumed 990 tonnes of marine gas oil.
Cruise Segment
The Cruise segment was severely impacted by COVID-19 with all four ships in the fleet in lay-up from mid-March 2020 until July/August 2021 when two of the four ships returned to cruising. During the lay-up the fleet remained in one location relying on the efficient use of the combined power supplied from the ships to ensure key onboard functions remained in place (lighting / heating etc.). As a result, the distances travelled were greatly reduced resulting in decreased CO2 emissions compared to previous years.
In 2021 the consumption of marine gas oil was 9 774 (2020: 11 423) tonnes, consumption of very low sulphur fuel oil was 17 017 (2020: 4 500) tonnes and consumption of heavy fuel oil was 84 955 (2020: 50 800) tonnes.
The scope 1 GHG emissions for the Cruise segment in 2021 was 57 013 (2020: 50 801) tCO2eq.
Total CO2 equivalents for the Group of companies
Overall, with the positive contribution of ca. 735 000 tonnes (2020: 800 000) CO2 equivalent from the electricity production at the wind farms compared to the total emissions of 99 480 (2020: 93 000) tonnes CO2 equivalent from the various operational activities, Group of companies contributes with a significant net displacement of ca. 642 000 (2020: 685 000) CO2 equivalent
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emissions in 2021. The GHG emissions for Group of companies had the following split on scope 1, scope 2, and scope 3 emissions in 2021:
Nature loss
The Group of companies are committed to ensure that the nature loss from operations is reduced to an absolute minimum. This includes, but is not limited to environmental impact studies, biodiversity focus, peatland considerations, ballast water treatment, etc. More detailed nature loss assessments are included in the ESG reports of the subsidiaries of the Company.
Waste management
All waste generated in the subsidiaries are segregated in compliance with local municipality recycling regulations for the actual site and offices, in addition to setting targets for waste reduction. More detailed waste assessments are included in the ESG reports of the subsidiaries of Bonheur.
Environmental spills
To fulfil its environmental responsibilities, the Group of companies documents all environmental incidents. The prevention of spills is managed by using appropriate operations for storage and handling of fuels, chemicals, and hazardous waste. This is combined with the use of containment system and spill kits together with of training personnel. More detailed spill reports are included in the ESG reports of the subsidiaries of Bonheur.
Green Finance Framework
Increasing the share of renewable energy in the global energy mix is crucial to deliver on the targets of the 2015 Paris Agreement, and the Company’s investments throughout the renewable energy value chain will promote the transition towards a low-carbon and climate resilient future. To support this and positioning the Group of companies for the EU taxonomy, the Company established in 2020 a Green Finance Framework (GFF) with an eligibility assessment from DNV and issued a NOK 700 million green bond loan in September 2020. Another NOK 700 million green bond loan was issued in July 2021. Both bonds are to be used for eligible green investments as defined in the GFF. The GFF enables the Company, to issue green bonds or loans to finance what has been defined to be green projects. The framework is aligned with the ICMA Green Bond Principles and the LMA Green Loan Principles issued in 2018.
The GFF covers activities within the Renewable Energy segment and parts of the Wind Service segments as described below and will mainly apply to investments made via the holding companies for the said respective business segments, FOR and FOO. Investments made by other subsidiaries may however also be funded under the GFF when they are in line with the relevant defined criteria.
Renewable Energy
•Investments and related expenditures directed towards the development, construction, installation, improvement, operation, repair and maintenance of renewable energy projects. Currently, this includes i.a. onshore and offshore wind power and can also include related research and business development as well as dedicated infrastructure
Wind Service
•Investments and related expenditures directed towards upgrading existing turbine transport and installations vessels, such as crane and equipment upgrades and/or replacements, and potentially building new vessels, to meet estimated future market requirements of increased installation capacity
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The framework also outlines the process to evaluate, select, track and report on such investments. Each Green Finance Instrument issued under this framework should in their relevant transaction documentation refer to the GFF.
As part of establishing the GFF, the Company has by the assistance of Fred.Olsen & Co. procured the establishment of an internal Green Finance Committee (GFC) with participants from finance, operations/technical and HSEQ departments in the relevant Company subsidiaries. The companies will nominate projects to the GFC, who will approve eligible green investments in the green investment portfolio.
In 2021 the GFC assessed and approved two specific projects as eligible green investments. EUR 10 million has been allocated to the upgrade of the crane on Bold Tern, one of the self-propelled jack-up vessels specially designed for transportation, installation and service of offshore wind turbines. In addition, EUR 60 million has been allocated to part finance the construction of Högaliden windfarm. The total green finance facility out of the Company is NOK 1 400 million. As of 31 December 2021, a total of EUR 70 million (NOK 712 million) is allocated as eligible for green financing.
People
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Onshore employees: Crew:
The Group of companies are committed to offering good working conditions. Health, Safety and Environmental (HSE) - activities are organized so as to be managed within the individual business segments and in accordance with relevant industry norms and regulations. All business segments have health and safety management system and work systematically and preventively with HSE measures. This work takes place on a continuous basis and has functioned satisfactorily throughout the year.
The various entities are recording the Loss Time Incidents (LTI) and are applying appropriate corrective actions to prevent reoccurrence. This is outlined in the respective companies’ ESG reports available on the respective companies’ web pages. No major incidents have been recorded in 2021 with either personal or material damages (ref regnskapsloven §3.3).
Absence due to sickness was 1.4% for the Group of companies in 2021 (2020: 1.53%). Further information regarding sickness and working environment in the Group of companies in 2021 is outlined in the respective companies’ ESG reports and their Corporate Social Responsibility reports available on the respective companies’ web pages.
Equal opportunities
At the end of 2021, 21% (2020: 16%) of the employees throughout the Group of companies were female. Three out of six (50%) Board Directors of the Company are female.
A governing principle throughout the Group of companies is for each business segment to promote equal opportunities, offering challenging and motivating jobs to all personnel regardless of nationality, culture, religion and gender. This includes the principle of equal pay for equal work, considering qualifications relating to knowledge, experience and performance with emphasis on the importance of a balanced work environment with a reasonable gender composition for the various position levels. Especially within the Renewable Energy and the Wind Service segments, the global portion of women to men among the workforce is low. Emphasis is placed on creating an environment that promotes higher and sustained presence of women in these industries.
Diversity provides access to a greater range of talent. Business innovation benefits from having employees from a wide variety of demographics and backgrounds.
The Group of companies’ endeavours to meet the requirements of the Norwegian Equality and Anti-Discriminations Act by ensuring that processes for recruitment, promotion and competence development are in accordance with their policies and thus free of prejudice and exclusion.
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GDPR
EU’s General Data Protection Regulation (GDPR) came into force from 25 May 2018 (in Norway by 1 July 2018). The Group of companies has established various projects which aim to incorporate the regulations into the corresponding compliance processes.
Cyber Security
The company’s Cyber Security provisions and routines are actively managed and regularly rehearsed based on industry best practices and in collaboration with external cyber security agencies and relevant industry bodies.
Compliance
It is the policy of the Group of companies to conduct business in accordance with the letter and spirit of the law and within the overriding ethical standards of good business conduct, including non-discriminatory behaviour, respect for human rights, workers’ rights, social aspects, environmental issues and anti-corruption. This is reflected in the respective companies’ Code of Conduct, which as aforesaid is available on the relevant company’s web site and to all its employees.
The Group of companies has not had any major incidents related to human rights, working rights, environmental issues or corruption during 2021 and will continue to work towards minimizing the likelihood of incidents which could be in breach of the Group of companies’ Corporate Social Responsibility policies.
To ensure integrity, the Group of companies have implemented whistle-blower processes where suspected behaviour in breach of the ethical policies such as HSE rules, harassment, insider trading, fraud, bribes or other violations of ethical guidelines can be reported. There have not been reported any breach of the ethical policies or any other unwanted behaviour during 2021. As a result of this, and to avoid that the positive result is due to lack of control, the Group of companies will continue to focus on training and further implementation of these policies.
As part of the onboarding program for new employees within the Group of companies, all new employees are required to participate in the established e-learning modules (which currently consist of Code of Conduct, Corporate Social Responsibility, Anti-Corruption/Anti-Bribery and GDPR). The content of these courses is regularly reviewed, and relevant updates are implemented accordingly. In 2021 71% (2020: 85%) of all employees have completed the e-learning modules, and all employees will conduct an annual refresher in the aforementioned modules. Fred. Olsen & Co. has subjected its employees to the same e-learning modules. The lower result of employees completing the e-learning modules in 2021 is a result of timing of completing the courses by year-end. The courses are mandatory for all employees.
Prosperity
Prosperity relates to our role in contributing to a prosperous society. We contribute to economic growth by providing decent employment and creating societal value. Prosperity is divided into wealth creation, continuous improvement, new technologies, tax payments, and community contributions.
Profitability is a prerequisite for the wealth creation and for long term commitment to create sustainable business opportunities. To be able to maintain our strong market position and enable future growth, we are focusing strongly on continuous improvement of existing operations, development of new technologies and new investments. Contributions to the local societies are an essential component in our sustainability efforts.
In the Bonheur group of companies, ideas and concepts for new technologies and solutions are developed, matured and operationalised by the companies. One example is FO 1848 which develop concepts for fixed and floating offshore wind like the ‘Mobile Port Solution’, ‘Mobile Fabrication Site’, the ‘Brunel’ innovative floating foundation concept, and ‘Floating Maintenance Solution’. FOS takes an active part in maturing specific part of these solutions. Another example is Fred. Olsen Renewables (FOR) developing floating solar as a clean energy source. As aforementioned, FOR has entered a bilateral agreement with SERIS to develop unique competence in offshore and near-shore floating photovoltaic (FPV) systems in marine/salt-water conditions. The agreement will subsequently be expanded to include additional partners, typically FPV technology providers that want to test and qualify their technology for use in marine conditions. FOR is also leading an EU-supported (through the Horizon 2020 program) consortium that will demonstrate one innovative technology for FPV in offshore conditions (the “BOOST” project). FOR’ own technology development is focused on effective and cost-efficient mooring and anchoring of large-scale FPV systems.
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Society contributions were made through tax payments to the governments, divided in social security tax, property tax and corporate tax. Note that the indirect society contribution through the employee’s income tax and other taxes is not included in the calculation:
Total taxes paid in 2021 of social security tax, property tax and corporate tax by the Group of companies were NOK 302.8 million (2020: 327.3 million).
As an integral part of the Company’s Corporate Social Responsibility, the Company annually considers financial contributions towards social and charitable purposes, in addition to projects and purposes that are considered to be close to the Company’s sphere of interest. On a recurring basis, the Annual General Meeting based on corresponding recommendations from the Shareholders’ Committee resolves the amount to be earmarked for such purposes.
In 2016, the FOSEG was established with a view to further strengthen the Company’s effort within these areas with more direct engagement from the Group of company employees. FOSEG has continued its work during 2021 and focuses on supporting qualifying sustainable projects, both globally and locally.
Globally, FOSEG have followed up on previous years’ support towards the non-profit organization “Health and Human Rights Info (HHRI)”. HHRI’s object is to strengthen and develop health and psycho-social work towards people that have been exposed to organized (sexual) violence, war and serious violation of human rights by establishing and operating a resource database to assist health workers working amongst such people. Support has also been provided towards specific water irrigation projects in Ethiopia with a view to improve self-sustainability as well as support to increase entrepreneurship amongst women in Tanzania with focus on renewable energy solutions. Locally, FOSEG support various charities with emphasis on stimulating self-sustainability among youth and people in general that have fallen outside the society and/or the labour market. Kirkens Bymisjon (Oslo City Mission) and Stella Kvinnesenter (Stella Red Cross Centre for women by Oslo Red Cross) represent projects that have received support in this respect. In addition, Tøyen Sportsklubb has also received support for their important activities for youth.
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The sustainability objectives going forward
Building on 174 years’ experience, the Company has strong focus on the balance of profitability and sustainable business and investment activities. As part of this focus, the Group of companies strengthened its capabilities in ESG reporting during 2021, concentrating on the issues that are material to each segment. We expect this work to be strengthened further during 2022 and the years to come.
For the Company, focus on ESG goes beyond disclosure and the Group of companies will have these principles in mind as it invests to improve its existing operations and to develop new technologies. Our objectives are first and foremost to continue to have a strong focus on investing in long-term sustainability and the decarbonization of energy, for example developing our business into the construction and operation of offshore wind farms and development of floating solar and other technologies. Secondly is to actively seek to reduce the CO2 emissions in all Company subsidiaries both offshore by working towards the International Maritime Organisation’s (IMO) target of reducing GHG emissions by 30% by 2030, and onshore by actively selecting low-emission solutions for our activities. Examples can be low-emission concrete in construction projects, use of electrical vehicles on sites, zero spill-target, improved waste management, and more. Another example is that GWS in 2021 decided to support reduction in CO2 from the air and contribute positive to the local environment by planting trees in places related to the activities conducted. The target is to offset 50% of their emissions by 2022, 75% by 2023 and a 100% of the CO2 emission from gasoline and diesel service vehicles by end of 2024.
The Group of companies will continue to long-term positively support and work towards the targets in the Paris Agreement of reducing GHG emissions and UNs sustainability goals to promote prosperity while protecting the planet.
Oslo, 4 April 2022
Bonheur ASA – The Board of Directors
Fred. Olsen
Carol Bell
Bente Hagem
Jannicke Hilland
Andreas Mellbye
Nick Emery
Chairman
Director
Director
Director
Director
Director
Sign.
Sign.
Sign.
Sign.
Sign.
Sign.
Anette Sofie Olsen
Managing Director
Sign.
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Consolidated Income Statement
For the period 1 January - 31 December
(Amounts in NOK 1 000)
Note
2021
2020
Revenues
5
Gain on sale of property, plant and equipment
Total operating income
Cost of sales
-673 656
-711 613
Salaries and other personnel expenses
7,19
-1 047 857
-1 004 198
Other operating expenses
6,19
-3 882 959
-3 914 362
Loss on sale of property, plant and equipment
-403
Total operating expenses
-5 604 472
-5 630 575
Operating profit / loss (-) before depreciation and impairment losses
Depreciation and amortisation
10,11
-932 165
-1 049 788
Impairment of property, plant and equipment and intangible assets
10,11
-43
-376 298
Total depreciation and impairment losses
-932 208
-1 426 086
Operating profit / loss (-)
-881 869
Share of profit / (loss-) in associates
12
-6 310
-2 001
Interest income
Other finance income
Finance income
8
Interest expenses
-433 103
-431 338
Other finance expenses
-140 018
-566 395
Finance expenses
8
-573 121
-997 733
Net finance income / expense (-)
-82 196
-239 009
Profit / (-loss) before tax
-1 122 879
Tax income / expense (-)
9
-482 203
-78 855
Profit / (loss-) for the year
-1 201 734
Allocated to:
Shareholders of the parent
-106 563
-1 198 602
Non-controlling interests
-3 132
Profit / (loss-) for the year
-1 201 734
The non-controlling interests in the Bonheur Group of companies are included in the Consolidated Income Statement. The non-controlling interests consist of 43.28% of NHST Media Group AS (adjusted for own shares), 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Service A/S.
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Bonheur ASA – Annual Report 2021
Consolidated Statement of Comprehensive Income
For the period 1 January - 31 December
(Amounts in NOK 1 000)
Note
2021
2020
Profit/Loss for the period
-1 201 734
Other comprehensive income
Items that will not be reclassified to profit or loss
Actuarial gains/(losses) on pension plans
19
-61 561
Other comprehensive income for the period
-9 280
-11 421
Income tax on other comprehensive income
-1 906
Total items that will not be reclassified to profit or loss
-68 382
Items that are or may be reclassified subsequently to profit or loss
Foreign exchange translation effects:
- Foreign currency translation differences from foreign operations
-321 723
- Foreign currency translation differences from foreign operations transferred to profit or loss
Fair value effects related to financial instruments:
- Financial assets at fair value over OCI
-1 290
Income tax on other comprehensive income
9
Total items that are or may be reclassified subsequently to profit or loss
-321 616
Other comprehensive income for the period, net of income tax
-318 844
Total comprehensive income for the period
-928 985
Allocated to:
Shareholders of the parent
-397 845
-947 046
Non-controlling interests 1)
Total comprehensive income/loss for the period
-928 985
1) As at 31 December 2021 non-controlling interests consist of 43.28% of NHST Media Group AS (adjusted for own shares), 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (FOCBH) (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Service A/S.
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Consolidated Statement of Financial Position
(Amounts in NOK 1 000)
Note
31.12.2021
31.12.2020
ASSETS
Non-current assets
Development costs
Publishing rights
Customer relationship, technology, patents, other
Goodwill
Intangible assets
11
Deferred tax asset
9
Windfarms
Ships
Other fixed assets
Property, plant and equipment
10
Investments in associates
12
Investments in other shares
13
Bonds and other receivables
13
Pension funds
19
Financial fixed assets
Total non-current assets
Current assets
Inventories
14
Trade receivables and contract assets
15
Other receivables and shares
15
Restricted cash
16
Other cash and bank deposits
16
Total current assets
Total assets
The non-controlling interests in the Bonheur Group of companies are included in the Consolidated Statement of Financial Position. The non-controlling interests consist of 43.28% of NHST Media Group AS (adjusted for own shares), 49.00% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Service A/S.
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Bonheur ASA – Group of companies
Bonheur ASA – Annual Report 2021
Consolidated Statement of Financial Position
(Amounts in NOK 1 000)
Note
31.12.2021
31.12.2020
EQUITY AND LIABILITIES
Equity
Share capital
Additional paid in capital
Total paid in capital
Retained earnings
Share of equity attributable to shareholders of the parent
Non-controlling interests
-197 697
Total equity
Liabilities
Employee benefits
19
Deferred tax liabilities
9
Interest bearing loans and borrowings
18
Other non-current liabilities
20
Total non-current liabilities
Current tax
9
Investments in associates
12
Interest bearing loans and borrowings
18
Other accruals and deferred income
20
Trade and other payables
21
Total current liabilities
Total liabilities
Total equity and liabilities
The non-controlling interests in the Bonheur Group of companies are included in the Consolidated Statement of Financial Position. The non-controlling interests consist of 43.28% of NHST Media Group AS (adjusted for own shares), 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Service A/S.
Oslo, 4 April 2022
Bonheur ASA – The Board of Directors
Fred. Olsen
Carol Bell
Bente Hagem
Jannicke Hilland
Andreas Mellbye
Nick Emery
Chairman
Director
Director
Director
Director
Director
Sign.
Sign.
Sign.
Sign.
Sign.
Sign.
Anette Sofie Olsen
Managing Director
Sign.
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ESG Report 2021
Bonheur ASA – Annual Report 2021
Statement of Changes in Equity
(Amounts in NOK 1 000)
Share
Capital
Share
premium
Transl.
reserve
Fair value
reserve
Retained
earnings
Total
Non-controlling interest
Total
equity
Balance at 1 January 2020
-178 082
Total comprehensive income for the period
-1 026
-1 290 746
-947 046
-928 985
Effect from transactions with non-controlling
interests
-51 177
-51 177
-21 747
-72 924
Other
-17 482
-17 482
-17 482
Dividends to shareholders in parent company
-182 887
-182 887
-182 887
Dividends to non-controlling interests in subsid.
-65 489
-65 489
Balance at 31 December 2020
Balance at 1 January 2021
Reclassification
-728 000
Total comprehensive loss for the period
-286 218
-111 734
-397 845
Effect from transactions with non-controlling
interests
Dividends to shareholders in parent company
-170 128
-170 128
-170 128
Dividends to non-controlling interests in subsid.
-149 699
-149 699
Balance at 31 December 2021
-119 574
-197 697
A reclassification of NOK 728 million between retained earnings (Majority share) and non-controlling interests was booked in second quarter 2021 to reflect a correct treatment of intra group eliminations.
Share capital
Par value per share
NOK 1.25
Number of shares issued
42 531 893
Shares outstanding and dividends
2021
2020
Number of shares outstanding at 1 January
42 531 893
42 531 893
New shares issued
0
0
Number of shares outstanding at 31 December
Note 17
42 531 893
42 531 893
Total dividends per share
4,30
4,00
The board will propose to the Annual General Meeting on 25 May 2022 to approve a dividend of NOK 4.3 per share.
Translation reserve
The reserve represents exchange rate differences resulting from the consolidation of associates and subsidiaries having functional currencies other than NOK.
Fair value reserve
The reserve includes the cumulative net change from investments at fair value through other comprehensive income until the investment is derecognised.
Non-controlling interests
As at 31 December 2021 the non-controlling interests consist of 43.28% of NHST Media Group AS (adjusted for own shares), 49% of Fred. Olsen Wind Limited (UK), 49% of Fred. Olsen CBH Limited (UK), 49% of Blue Tern Limited, 50% of United Wind Logistics GmbH and 7.84% of Global Wind Service A/S.
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Bonheur ASA – Group of companies
Bonheur ASA – Annual Report 2021
Consolidated Cash Flow Statement
(Amounts in NOK 1 000)
Note
2021
2020
Cash flow from operating activities
Net result after tax
-1 201 734
Adjustments for:
Depreciation / amortisation / impairment
10,11
Impairment of investments / net change in fair value of financial assets
8
-209 031
Pension costs
7
Net unrealized foreign exchange gain (-) / loss
8
-12 153
Interest income and dividends
8
-147 496
-26 370
Interest expenses
8
Share of result in associates
12
Net gain (-) / loss on sale of property, plant and equipment
10
-500
-120
Net gain (-) / loss on sale of investments
8,13
-2 942
-361 898
Tax income (-) / expense
9
Cash generated before changes in working capital and provisions
Increase (-) / decrease in trade and other receivables
-450 754
-236 954
Increase / decrease (-) in current liabilities
-511 271
Cash generated from operations
-198 191
Interest paid
-289 785
-361 170
Tax paid
9
-241 845
-173 556
Net cash from operating activities
-732 917
Cash flow from investing activities
Proceeds from sale of property, plant and equipment
10
Proceeds from sale of investments
12
Interest received
Dividends received
Acquisitions of property, plant and equipment
10,11
-805 613
-1 735 312
Acquisition of subsidiaries
-86 405
Acquisitions of other investments
13
-253 944
-143 983
Net cash from investing activities
-830 958
-1 375 206
Cash flow from financing activities
Net proceed from issue of shares in subsidiary
Increase in borrowings
18
Repayment of borrowings
18
-1 398 515
-1 810 721
Dividends paid
-319 827
-248 376
Net cash from financing activities
-913 204
Net increase in cash and cash equivalents
-281 183
-1 909 065
Cash and cash equivalents at 1 January
Effect of exchange rate fluctuations on cash held
-30 146
Cash and cash equivalents at 31 December
16
39
39
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
The consolidated financial statements of the Company as at and for the year ended 31 December 2021 comprise the Company and its subsidiaries (together referred to as the “Group of companies” and individually as “Group entities”) and the Group of companies’ interests in associates.
The Group of companies is primarily involved in Renewable Energy, Wind Service and Cruise.
The annual accounts together with the appurtenant financial statements were addressed by the Board of Directors on 4 April 2022. In a meeting 7 April 2022, the Shareholders’ Committee recommended to the Annual General Meeting that the proposal to the annual accounts for 2021 together with the appurtenant financial statements as addressed and resolved upon by the Board in the said meeting on 4 April 2022, is approved. Eventual approval of the annual accounts together with the appurtenant financial statements lies with the Annual General Meeting scheduled for 25 May 2022.
Basis of accounting
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and its interpretations, as adopted by the European Union and the disclosure requirements following from the Norwegian Accounting Act, that are mandatory to apply at 31.12.2021.
Basis of preparation
These consolidated financial statements are presented in Norwegian Kroner (NOK), the functional currency of Bonheur ASA. All financial information presented in NOK has been rounded to the nearest thousand.
The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Reassessment of accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Judgements and estimates made by management in the application of IFRSs that have significant effect on the financial statements and estimates that have a significant risk of material adjustment in the next year are discussed in the specific notes.
The accounting policies have been applied consistently to all periods presented in these consolidated financial statements by all Group entities. The Group of companies’ accounting policies are described in the individual notes to the Consolidated Financial Statements.
Basis of consolidation
Subsidiaries
The consolidated financial statements include the Company and its subsidiaries (the Group of companies). See note 27 for details of the subsidiaries.
Associates (investments accounted for using the equity method)
Associates are those entities in which the Group of companies has significant influence, but not control, over the financial and operating policies. See note 12 for details of the associates.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any realised and unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Realised foreign currency differences from intra-group transactions which are recognised in profit or loss are not eliminated, because the Group of companies has a real exposure to a foreign currency. Unrealised foreign currency differences from intra-group transactions which are recognised in profit or loss are eliminated, but only to the extent that the currency difference is due to permanent financing.
Non-controlling interests
Non-controlling interests within the consolidated subsidiaries are identified as a separate item within the Group of companies’ equities. Non-controlling interests consist of interests at the date of the original transaction and the non-controlling interests’ share of changes in equity since that date. Losses applicable to the non-controlling interests in excess of the non-controlling interests in the subsidiary’s equity are allocated to the majority interests of the Group of companies as there is no obligation for the non-controlling interests to make an additional investment to cover the losses. Acquisitions and sales of non-controlling interests are accounted for entirely as an equity transaction as long as the subsidiary is still under the control of the Bonheur Group of companies.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group of companies’ entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.
Foreign operations
The assets and liabilities of subsidiaries with other functional currency than NOK, are translated into NOK at the exchange rate at the statement of financial position date. Revenues and expenses are translated using average monthly foreign exchange rates, which approximates exchange rates on the dates of the transactions. Foreign exchange differences arising on translation are recognised directly as a separate component of equity. When a foreign operation is disposed of, in part or in full, the relevant amount of the component in equity is transferred to profit or loss.
Provisions
A provision is recognised if, as a result of a past event, the Group of companies has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Principal accounting policies
The Group of companies’ accounting policies are described in the individual notes to the Consolidated Financial Statements. Considering all the accounting policies applied, Management regards the notes listed below as the most significant notes for the recognition and measurement of reported amounts.
Accounting estimates and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that Management considers reasonable and appropriate under the circumstances. The resulting accounting estimates may differ from the eventual outcome, but the Group of companies’ regards this as the best estimate at the balance sheet date. The notes in this report provide further information on the specific topics including key accounting estimates and judgments.
41
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Effects from new accounting standards
The amended standards and interpretations had no significant impact on the Group of companies consolidated financial statements in 2021.
Forthcoming requirements
The amended standards and interpretations are not expected to have a significant impact on the Group of companies consolidated financial statements.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following:
•Derivative financial instruments are measured at fair value
•Financial assets measured at fair value through profit or loss or through other comprehensive income
•Employee benefits are measured at fair value
The methods used to measure fair values are discussed further in note 2.
A number of the Group of companies’ accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(i) Property, plant and equipment (PPE)
The fair value of PPE is estimated when impairment tests are performed. The market value of items of vessels is based on broker valuations, for other items it is based on quoted market prices for similar items. Fair value may also be based on value in use for the purpose of impairment testing. Value in use is the present value of the future net cash flows from continuing use and ultimate disposal of the asset.
(ii) Intangible assets
The fair value of other intangible assets, including goodwill, is based on the discounted net cash flows expected to be derived from the use and potential sale of the assets. However, the value of Mynewsdesk AS and Mention Solutions SAS (inclusive intangible assets), subsidiaries of NHST, is based on fair value less cost of disposal where estimated sales values for similar business are obtained from an independent party.
(iii) Investments in equity and debt securities
The fair value of financial assets at fair value through profit or loss and through other comprehensive income is determined by reference to their quoted bid price at the reporting date.
If such a quoted bid price does not exist at the statement of financial position date, the following items are considered when estimating the fair value:
▪the latest known trading price
▪average price from transactions
▪transactions with high volume
(iv) Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of expected future cash flows.
(v) Derivatives
The fair value of forward exchange contracts is based on available market information. The fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds).
The fair value of interest rate swaps is the estimated amount that the Group of companies would receive or pay to terminate the swap at the statement of financial position date, taking into account current interest rates and the counterparty’s credit rating.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
(vi) Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For lease liabilities the market rate of interest is determined by reference to similar lease agreements.
The Group of companies is exposed to certain financial risks related to its activities. The financial risks are continuously monitored and from time-to-time financial derivatives are used to economically hedge such exposures. The monitoring within the various business segments is carried out by the respective companies, in accordance with their policies and procedures, through internal reporting and online based information of movements and market values of relevant financial instruments. Reports on the companies’ financial risk exposure are regularly submitted to the respective entities’ Board of directors.
For more information – see notes 18 and 22.
Financial market risk
Currency risk
The Group of companies’ financial statements are presented in NOK. The Group of companies’ revenues consist primarily of EUR, GBP and NOK. The revenues within the Wind Service segment in 2021 were in EUR. The GBP revenues in 2021 are within the Renewable Energy and cruise segments. Consequently, out of the group’s gross revenues of NOK 7 541 million in 2021, approximately 47% were in EUR, approximately 34% were in GBP and approximately 3% were in SEK. The remaining 16% were in NOK. The Group of companies’ expenses are primarily in EUR, GBP, USD and NOK. As such, the Group of companies’ earnings are exposed to fluctuations in the currency market. However, in the longer-term parts of the currency exposure are neutralized due to the majority of the Group of companies’ debts being denominated in the same currencies as the main revenues.
The Group of companies is exposed to interest rate fluctuations, as loans are frequently based on floating interest rates. By the turn of the year, most of the loans within the group of companies were based on floating interest rates. Parts of the outstanding loans are hedged against interest fluctuations through interest rate swap agreements. At year-end 35% (2020: 37%) of total loans were swapped into fixed rate obligations by use of interest rate swap agreements.
Fuel / bunker price
The Group of companies is exposed to fluctuations in bunker prices, which are fluctuating with the oil price. This exposure is primarily within the Cruise segment. In 2021 approximately 3% (2020: 3%) of total operating expenses within the Group of companies were bunker expenses within the Cruise segment, while approximately 1.5% (2020: 1%) were bunkers expenses within Wind Service. By the end of the year, there were no short-term derivative contracts outstanding relating to securing part of the bunker costs for the year 2022.
Electricity price
Within the Renewable Energy segment, generation at the wind farms Crystal Rig II, Mid Hill, Rothes II, Crystal Rig III, Brockloch Rig Windfarm, Brockloch Rig I, Lista, Högaliden and Fäbodliden is in the spot market and thus exposed to fluctuations in the electricity prices. Högaliden and Fäbodliden is also exposed to fluctuations in the price for electricity certificates. The contract structures for the three wind farms Rothes, Paul's Hill and Crystal Rig I were primarily based on fixed electricity prices. In 2021 12% (2020: 14%) of the generation was based on fixed prices which expires at the end of 1Q 2022.
Credit risk
The Group of companies continuously evaluates the credit risk associated with customers and, when considered necessary, seeks to obtain certain guarantees. The credit risk within the Group of companies is in general considered to be moderate without significant changes from the previous year. Customers within Renewable Energy, which in 2021 provided 32% (2020: 23%) of total revenues, are large electricity distributors. Customers within Wind Service are large and well reputed entities from the Wind Service industry. Customers within the Wind Service segment provided in 2021 47% (2020: 51%) of total revenues. Credit risk within cruise 7% of total revenues in 2021 (2020: 8%)) is also regarded to be moderate, due to cruise tickets being paid in advance. Within the segment Other 14% (2020: 18%) of total revenues), credit risk is regarded moderate due to prepayment of subscriptions being a major part of the revenues.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Liquidity risk
Gross interest-bearing debt of the Group of companies at year end was NOK 10 424 million (2020: NOK 10 790 million). Cash and cash equivalents amounted to NOK 4 039 million (2020: NOK 4 351 million). Net interest-bearing debt of the Group of companies was NOK 6 385 million (2020: 6 439 million). Equity to assets ratio for the parent company was 66% (2020: 68%).
The Group of companies’ interest-bearing debt consists of several loans. Some of the main business segments have arranged separate loans to cover their investments. In 2021 investments were financed by cash from operations, bank credit facilities and bond loans. Dividend payments from Bonheur ASA in 2021 amounted to NOK 170 million (2020: 183 million).
The Group of companies’ short-term cash investments are mainly limited to cash deposits in the Group of companies’ relationship banks. Derivative financial instruments are normally entered into with the Group of companies’ main relationship banks.
A Minimum of NOK 500 million of other restricted cash reflects deposits required according to covenants in Bonheur ASAs bond loans.
Taking into account estimated revenues, proposed dividend payments and planned capital investments, the Group of companies views the liquidity risk to be moderate.
The Group of companies’ overriding financial objectives target to secure long-term visibility and flexibility through business cycles in order to sustain future development of the separate business and the group as a whole and maintain market and stakeholder confidence.
The Fred. Olsen & Co. on behalf of the Company performs capital management for the Company’s operations and oversees activity on an overall level for the Group of companies. Capital management is carried out within the various business segments, based on their respective policies and procedures.
The majority of the Group of companies’ free available cash and cash equivalents have traditionally been held as bank deposits, however, investments in short- and long-term securities are also made. As a governing principle the wholly owned subsidiaries distribute free available excess cash to the Company.
To position the Group of companies for the upcoming implementation of the EU taxonomy directive and to formalize Bonheur’s commitment to sustainable financing, Bonheur during 2020 established a green finance framework with an eligibility assessment from DNV. Since then, two green bond loans have been issued to be used for eligible green investments as defined in the framework.
The Group of companies is in compliance with all external loan covenants as per 31 December 2021 and 4 April 2022.
Accounting policies
A segment is a distinguishable component of the Group of companies that is engaged in providing related products or services (business segment), which is subject to risks and returns that are different from those of other segments. Segment information is presented in respect of the Group of companies' business segments. The business segments are determined based on the Group of companies' management and internal reporting structure. Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment other than capital expenditure according to IFRS 16, and intangible assets other than goodwill.
The Group of companies has four reportable segments, as described below, which are the Group of companies' strategic business areas. The strategic business areas offer different products and services and are managed separately because they require different technology and marketing strategies. For each of the strategic business areas, the Group of companies' chief operating decision maker (CODM) reviews internal management reports on at least a quarterly basis. Information regarding the results of each reportable segments is included below. Performance is measured based on segment operating profit and profit after tax, as included in the internal management reports that are reviewed by the Group of companies' CODM. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm's length basis.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
The Group of companies comprise the following business segments:
1)Renewable Energy
The companies within the segment are engaged in development, construction and operation of wind farms in Scotland, Norway, Sweden, Ireland, and USA.
2)Wind Service
The companies within the segment are engaged in logistics and services within the offshore wind industry.
3)Cruise
Cruise owns and operates four cruise ships and provides a diverse range of cruises to attract its passenger.
4)Other Investments
The segment has investments within media, properties, various service companies and financial investments.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Fully consolidated companies
Renewable Energy 1)
Wind Service 2)
Cruise 3)
(Amounts in NOK 1000)
2021
2020
2021
2020
2021
2020
Operating income - external
2 390 599
1 450 791
3 505 843
3 112 779
542 523
515 124
Operating income - internal
0
134
21 542
20 616
0
0
Operating costs
-627 086
-594 005
-2 774 618
-2 860 664
-1 086 073
-1 045 181
Depreciation
-259 387
-340 044
-369 699
-346 091
-211 448
-272 146
Impairment
-43
-1 638
0
-84 269
0
-197 414
Operating profit/loss
1 504 084
515 240
383 066
-157 630
-754 998
-999 617
Interest income
4 911
3 179
452
1 183
73
1 074
Interest expenses
-262 020
-244 979
-72 996
-71 044
-12 512
-5 148
Tax income / expense (-)
-425 500
-44 528
-53 090
-25 892
-554
-464
Profit / (loss-) for the year
1 049 057
461 889
248 808
-245 898
-777 634
-1 047 875
Total assets
7 546 833
6 979 064
5 964 349
6 088 531
1 439 665
1 467 401
Total liabilities
7 250 045
7 270 082
2 703 934
2 904 583
1 916 209
1 167 778
Total equity
296 788
-291 017
3 260 415
3 183 948
-476 544
299 622
Capital expenditures
147 380
709 181
387 737
533 452
191 826
419 603
Fully consolidated companies
Other Investments 4)
Eliminations
Group of companies total
(Amounts in NOK 1000)
2021
2020
2021
2020
2021
2020
Operating income - external
1 102 038
1 096 098
0
0
7 541 003
6 174 792
Operating income - internal
16 292
18 366
-37 834
-39 116
0
0
Operating costs
-1 154 529
-1 169 841
37 834
39 116
-5 604 472
-5 630 575
Depreciation
-91 631
-91 507
0
0
-932 165
-1 049 788
Impairment
0
-92 977
0
0
-43
-376 298
Operating profit/loss
-127 829
-239 861
0
0
1 004 323
-881 869
Interest income
26 009
22 322
-13 844
-1 388
17 601
26 370
Interest expenses
-101 032
-117 068
15 461
6 902
-433 099
-431 338
Tax income / expense (-)
-3 058
-8 544
0
574
-482 203
-78 855
Profit / (loss-) for the year
129 283
-395 444
-215 899
25 593
433 614
-1 201 734
Total assets
11 323 751
11 165 285
-7 164 855
-6 541 386
19 109 743
19 158 895
Total liabilities
4 141 335
3 845 250
-1 326 208
-653 562
14 685 315
14 534 132
Total equity
7 182 417
7 320 035
-5 838 648
-5 887 825
4 424 428
4 624 763
Capital expenditures
51 946
46 576
0
0
778 890
1 708 812
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Associates *)
Renewable Energy 1)
Other Investments 4)
Group of companies total
(Amounts in NOK 1000)
2021
2020
2021
2020
2021
2020
Operating income
0
0
3 774
2 445
3 774
2 445
Operating costs
-1 546
-647
-4 009
-2 845
-5 554
-3 492
Depreciation / Impairment
-293
0
-404
318
-698
318
Operating result
-1 839
-647
-639
-82
-2 479
-729
Share of profit in associates
-5 620
-2 001
-668
0
-6 288
-2 001
Share of equity
-16 162
101 771
5 897
935
-10 264
102 706
*) For information on associates please refer to note 12.
Fully consolidated companies
Europe
Asia
Americas
(Amounts in NOK 1000)
2021
2020
2021
2020
2021
2020
Operating income
5 873 655
5 130 871
813 136
208 447
658 659
796 758
Capital expenditure
776 226
1 701 282
0
18
2 623
7 452
Africa
Other regions
Group of companies total
2021
2020
2021
2020
2021
2020
Operating income
51
606
195 502
38 110
7 541 003
6 174 792
Capital expenditure
0
0
40
60
778 890
1 708 812
The distribution of the operating revenue reported above is based on the geographical location of the customers. The Group of companies' operating income is primarily originating in the Europe from ownership and operation of windfarms, Wind Service activities, cruise activities and NHST Media Group. The capital expenditures are based on the location of the company that is actually doing the investment.
Major customer
Of the total revenue in 2021 within the Group of companies, Germany, UK, Norway and USA contributed 23%, 18%, 14% and 9% respectively (2020: 24%, 17%, 14% and 13% respectively). Revenues from three major customers within the Renewable Energy segment, constituted 29% (2020: 22%) of the total revenue in the Group of companies. In the Wind Service segment three major customer constituted 16% (2020: 24%) of the total revenue in the Group of companies.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 5 – Revenue
Accounting policies
Revenue from the Renewable Energy segment
Each unit of electricity produced meets the criteria to be a performance obligation and the performance obligation is met upon delivery. Revenue from sale of electric power is recognized in the period the power is generated and supplied to the customers, at rates in the relevant contracts, as there is a right to bill the customer for each MWh produced. Payment is due the month after.
Revenue from green certificates is classified as other operation revenue and considered a government grant.
Revenue from the Wind Service segment
Revenue from Transport & Installation
Operating revenue from charter rate contracts is split into two elements, income from rentals, which is accounted for in accordance with IFRS 16, and services, which is accounted for under IFRS 15.
Revenue on long term contracts is recognized during the operational phase of the contract (from the delivery of the vessel at the designated port and to the end of demobilization). During the mobilization phase no goods or services are transferred to the customer. Costs incurred to fulfil the contract during the mobilization phase is capitalized and amortized over the contract term if they meet the criteria in the standard. Mobilization fees paid up front by the customers are recognized as a contract liability until services are delivered.
Variable consideration that specifically relates to a distinct good or service in the series is allocated specifically to this good or service. Variable consideration that does not relate specifically to a distinct good or service within the series is included within the transaction price and recognized in line with progress. Time elapsed, i.e., voyage days, is used to measure progress.
Revenue from Wind services
Revenue derived from hourly service contracts is recognized in the period that the services are rendered at rates established in the relevant contracts. Global Wind Services has installation and services to wind farm projects around the world. The payment terms are usually 60 days. Revenue derived from fixed price contracts is normally recognized over time. A cost-based measure is used for measuring progress during the operational phase of the contract.
Revenue from the Cruise segment
Cruise fares are recognized evenly over number of nights of the cruise together with revenue from drink packages. Flight revenue is recognized evenly over the duration of the cruise contract (from the flight occurs to the end of the cruise) as the fly/cruise holiday is sold as one item and is considered as one performance obligation. Prepayments from sale of cruises are classified as contract liabilities until the cruise commences.
Prebooked shore excursions are recognized as revenue when the tour is completed.
Revenue from subscriptions is recognised over the subscription period, normally on a straight-line basis. Prepayments from sale of subscriptions are classified as contract liabilities. The advertising revenue is recognised when the advertising is published.
(Amounts in NOK 1000)
2021
2020
Sales of electricity
1 639 098
497 857
Sales of other goods
25 255
14 802
Service revenue
4 362 071
4 321 176
Other operating revenue
53 149
67 709
Total revenue from goods and services
6 079 573
4 901 544
Lease revenue
667 619
295 497
Green Certificate revenue
666 547
867 800
Other operating revenue
126 787
109 427
Other operating revenue
1 460 953
1 272 725
48
48
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Other operating income
477
523
Total operating income
7 541 003
6 174 792
Service revenue arises mainly from the business segments Wind Service, Cruise and the subsidiary NHST Media Group AS.
Lease revenue arises mainly from the business segment Wind Service and consists of Bare Boat Charter hire to the vessel owners.
The following table provides information about receivables, contract assets and contract liabilities from contract with customers:
31 December
31 December
(Amounts in NOK 1000)
Note
2021
2020
Receivables, which are included in "trade and other receivables"
15
924 652
743 196
Contract assets
15
280 084
319 725
Contract liabilities
20
1 303 630
786 635
Contract assets are mainly related to work performed in the Wind Service segment. No impairment losses on contract assets have been recognized during 2021.
Contract liabilities are mainly related to subscriptions in NHST, prepayment of tickets and tours in the Cruise segment and deferred revenue and mobilization fees from external customers in the Wind Service segment.
At 31.12.20 the value of contract liabilities amounted to NOK 787 million of which NOK 395 million has been recognized as income in 2021. The change in contract assets and liabilities relates to natural progression of the project portfolio, as well as the current project mix.
Order backlog
2022
2023
2024
Order backlog per year (NOK million)
1 123
980
652
Only contracts with a duration of more than one year are included in order backlog.
Capitalized project costs
The following table shows costs directly attributable to the projects:
31 December
31 December
(Amounts in NOK 1000)
2021
2020
Cost to fulfil contracts
48 359
43 774
Cost to fulfil contracts is related to capitalized project costs in note 14 and are mainly related to projects from Transport & Installation and wind services in the Wind Service segment.
49
49
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 6 - Operating expenses
(Amounts in NOK 1000)
2021
2020
Administrative expenses 1)
410 238
406 837
Other operating expenses 2)
3 472 721
3 507 525
Total
3 882 959
3 914 362
1) Inclusive administration costs and fee to Fred. Olsen & Co of NOK 114.8 million (2020: NOK 112.2 million) See note 26. 2) Other operating expenses are mainly related to operation of the cruise vessels (Fred. Olsen Cruise Lines Ltd.), Wind Service (Global Wind Service AS and United Wind Logistics GmbH). In 2021 cruise vessels operation amounts to NOK 895.9 million (2020: NOK 856.9 million) which are mainly onboard expenses, vessel operations expenses and Selling & Marketing expenses. Operation of Wind Service amounts to NOK 2420.2 million (2020: NOK 2506.5 million). Research and development expenditures of NOK 31.8 million are recognised in profit or loss in 2021 (2020: NOK 34.7 million).
Professional fees to the auditors
A breakdown of professional fees to the auditors, which is included in "Administrative expenses", is given below.
The fees encompass group auditor, KPMG, including affiliates of KPMG, and non-KPMG auditors of the Group.
Professional fees to the auditors
2021
2020
Statutory audit
20 002
18 991
Other attestation and audit related services
5 590
2 307
Tax services
1 020
2 066
Other non-audit services
2 016
4 301
Total (VAT exclusive)
28 629
27 666
The Company has no employees. The position as managing director is held by Anette S. Olsen as part of the day-to-day operation of the Company provided by Fred. Olsen & Co. See note 26
At year end 2021 subsidiaries of Bonheur had 4 475 employees (2 401 employees). Main reason for the increase from 2020 is the mobilization of two cruise vessels in FOCL and growth in service technicians in GWS.
Personnel expenses for the Group of companies were:
(Amounts in NOK 1000)
Note
2021
2020
Salaries etc.
Salaries
786 830
758 957
Social security costs
123 082
122 895
Pension costs
19
85 687
79 541
Other
52 258
42 805
Total
1 047 857
1 004 198
Loan to employees in the Group of companies
1 812
2 205
50
50
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Subsidiaries within the Group of companies have established bonus systems. In 2021, the total bonuses paid within the Group of companies amounted to NOK 18.1 million (2020: NOK 11.3 million).
Remuneration to the Board of Directors and the Shareholders Committee
In 2021, the members of the Board received the following directors’ fees:
(Amounts in NOK 1000)
2021
2020
Fred. Olsen, Chairman of the Board
1 420
1 420
Andreas Mellbye
350
358
Helen Mahy (to 17 July 2020)
0
49
Carol Bell *)
393
400
Nick Emery *)
393
406
Bente Hagem (from 17 July 2020)
350
306
Jannicke Hilland (from 17 July 2020)
350
306
Total compensations
3 256
3 245
*) Includes compensation for the audit committee fee.
Anette S. Olsen received in 2021 a remuneration of NOK 0.23 million as chairman of the Board in NHST Media Group AS (2020: 0.23 million).
Remuneration to the Shareholders’ Committee:
(Amounts in NOK 1000)
2021
2020
Christian Fr. Michelet
190
190
Einar Harboe
160
160
Jørgen G. Heje
160
160
Bård Mikkelsen
160
160
Ole Kristian Aabø-Evensen
160
160
Total compensations
830
830
51
51
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 8 – Finance income and expenses
Accounting policies
Finance income comprises interest income on funds invested in financial assets, dividend income, gains on the disposal of financial assets, positive changes in the fair value of financial assets at fair value through profit or loss, exchange gain/loss and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group of companies’ right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Dividends from non-listed securities are recognised in profit or loss at the date the Group of companies receives the dividends.
Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, losses on the disposal of financial assets, negative changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, currency losses and losses on hedging instruments that are recognised in profit or loss.
(Amounts in NOK 1000)
2021
2020
Interest income on bonds
5 164
6 111
Interest income on receivables
5 816
4 145
Interest income on bank deposits
6 622
16 114
Interest income
17 601
26 370
Dividend income on financial assets
129 925
0
Net gain on disposal of financial assets recognised directly in profit or loss (see note 12)
3 065
369 063
Foreign exchange gain
107 134
360 425
Net change in fair value of financial assets at fair value through profit or loss
233 200
820
Other finance income
0
2 046
Other finance income
473 323
732 354
Interest expense on financial liabilities measured at amortised cost
-433 103
-431 338
Interest expense
-433 103
-431 338
Foreign exchange loss
-120 335
-291 018
Net loss on disposal of financial assets recognised directly in profit or loss
-123
-7 165
Net change in fair value of financial assets at fair value through profit or loss
0
-129 782
Impairment of financial assets
1 997
-60 997
Various finance expenses
-23 693
-77 433
Other finance expenses
-140 018
-566 395
Net finance expense recognised in profit or loss
-82 196
-239 009
52
52
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 9 – Income taxes
Accounting principles
Income tax
Income tax expense comprises current and deferred tax. The Group of companies is subject to income taxes in numerous jurisdictions.
Significant judgement is required in determining the provisions for income tax.
Current tax
Current tax is the expected tax payable on the taxable income for the year, using enacted tax rates or substantively enacted at the reporting
date, and any adjustment to tax payable in respect of previous years.
Deferred tax
Deferred tax is recognized from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is measured using the tax rates that are based on the laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are recognized with the net amount if:
i.there is a legally enforceable right to offset current tax liabilities and assets,
ii.they relate to income taxes levied by the same tax authority on the same taxable entity,
iii.on different tax entities if the intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
Income taxes
(Amounts in NOK 1000)
2021
2020
Profit/loss (-) before tax
Norway
185 186
-179 718
Other countries
730 631
-943 161
Total
915 817
-1 122 879
Taxes paid (-) / received
Norway
0
0
Other countries
-241 845
-173 555
Total paid taxes
-241 845
-173 555
1) Current tax expense (-) / income
Norway
-40 169
-18 146
Other countries
-204 641
-115 952
Total current tax expenses
-244 810
-134 098
2) Deferred taxes expense (-) / income
Norway
-11 029
34 051
Other countries
-226 364
21 191
Total deferred tax expenses
-237 393
55 243
Total income tax expenses 1) + 2)
-482 203
-78 855
53
53
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
The income tax expense differs from the amounts computed when applying the Norwegian statutory tax rate to income before income taxes as a result of the following:
(Amounts in NOK 1000)
2021
2020
Income / (-) loss before tax
915 817
-1 122 879
Norwegian statutory rate
22%
22%
Provision for income taxes at statutory rate
-201 480
247 033
Increase (-reduction) in income taxes from:
Effect of tax rates other than statutory tax rate in Norway
73 251
-32 835
Tax exempt income within tonnage tax regimes net of vessel impairment
-139 480
-238 078
Impairment on tangible and intangible assets
-1 201
0
Prior period adjustments
-105 429
-49 091
Changes in unrecognized deferred tax assets
-43 437
-26 701
Non deductible and non taxable expenses/income
-52 087
10 945
Currency effects (a)
-3 166
1 714
Income/expense recognized directly in equity
-1 886
8 157
Tax expenses
52,7 %
-482 203
7%
-78 855
(a) Currency effects primarily relate to translating tax positions in functional currency to NOK.
Payable tax as presented in the Statement of Financial Position
Current tax payable Norway
10 840
8 648
Current tax payable other countries
20 934
24 931
Current tax payable
31 774
33 579
Deferred tax:
The tax effects of temporary differences and tax loss carryforwards giving rise to deferred tax assets and liabilities were as follows as of December 31, 2021, and December 31, 2020:
(Amounts in NOK 1000)
Assets
2021
Liabilities
2021
Assets
2020
Liabilities
2020
Property, plant and equipment
6 398
-423 872
4 465
-280 848
Intangible assets
1 796
-27 977
0
0
Gain and loss accounts
0
-23 267
-15
-7 247
Loans and borrowings
3 092
-9 605
4 294
-19 348
Shares and bonds
0
-4 252
0
0
Other
41 435
-9 514
102 119
-32 430
Tax loss carryforwards
142 925
0
184 801
0
Subtotal
195 645
-498 488
295 665
-339 873
Set off of tax
-76 257
76 257
-127 812
127 812
Net tax assets / (-) liabilities
119 388
-422 232
167 853
-212 061
54
54
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Deferred tax assets have not been recognized in respect of the following items:
(Amounts in NOK 1000)
2021
2020
Deductible temporary differences
147 366
146 514
Tax losses
458 556
352 375
Total
605 922
498 889
As at 31 December 2021, approximately NOK 2.2 billion for subsidiaries in Norway in tax losses carried forward. These losses are not recorded as a deferred tax asset due to uncertainty of the level of the future suitable taxable profits in taxable jurisdictions. The tax losses carried forward have no expiry date.
Tax disputes:
No significant outstanding tax issues recognized as per year end 2021.
Accounting policies
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, other costs directly attributable to bringing the asset to a working condition for its intended use and costs related to decommissioning of windfarms, including restoration of the site on which they are located. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
Costs for special periodic surveys/renewal surveys (SPS/RS) on ships and offshore units required by classification societies, are capitalised and depreciated over the anticipated period between surveys, generally five years. Extensive upgrading and repairs after termination of contracts, are depreciated either over the assumed period to next survey or over the same profile as the unit if the unit's remaining useful life is shorter. Other maintenance and repair costs are expensed as incurred.
Development cost for wind farm projects is booked as operating expenses until a project is defined and firm. When the project is in the construction phase the project expenses are booked on the balance sheet. Auction/lease fees will be book on the balance sheet. The asset will be depreciation over the estimated lifetime of the wind farm.
Borrowing costs are capitalised as part of cost of certain qualifying assets in accordance with IAS 23, “Borrowing cost”. A qualifying asset is one which necessarily takes a substantial period of time to be made ready for its intended use, generally items that are subject to major development or construction projects.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for separately.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised in profit or loss.
(ii) Residual values
Residual values are assessed at the beginning of each accounting year and constitute the basis of the depreciation for the year. Residual values for ships are estimated based on recoverable material reduced by other demobilisation costs related to the unit. Recoverable material for ships are calculated as market steel price multiplied by the recoverable lightweight of the unit. Any changes in residual values are accounted for prospectively as a change in accounting estimate.
(iii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group of companies and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
55
55
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
(iv) Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Financially leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group of companies will obtain ownership by the end of the lease term. Land is not depreciated.
The estimated useful lives for the current and comparative periods are as follows:
Windfarms
24 years
Vessels
10 to 42 years
Wind installation vessels
20 years
Service vessels
15 years
Plant and Buildings
5 to 50 years
Machinery and Equipment
3 to 10 years
Assets under construction
Nil
Cars
7 years
IT Equipment
5 years
Furniture and fixtures
5 to10 years
The estimated useful lives, residual values and decommissioning costs are reviewed on a yearly basis. Any changes are accounted for prospectively as a change in accounting estimate.
(v) Impairment
The carrying amounts of the Group of companies' property, plant and equipment are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
When considering impairment indicators, the Group of companies considers both internal (e.g., adverse changes in performance) and external sources (e.g., adverse changes in the business environment). For vessels these are analysed by reviewing day rates and broker valuations. If an indicator of impairment is identified, management estimates the amount, if any, of impairment. In order to measure potential impairment, the carrying amount is compared to the recoverable amount, which is the higher of its fair value less costs to sell and value in use. The value in use is calculated as the present value of the expected future cash flows for the individual units, requiring significant management estimates of assumptions including discount rates as well as the timing and amounts of cash flows.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a positive change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
56
56
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
(Amounts in NOK 1000)
Windfarms
Vessels
Other fixed assets
Total
Costs
Balance at 1 January 2020
8 588 709
10 651 128
935 540
20 175 377
Acquisitions
663 022
916 814
41 922
1 621 758
Right to use asset (leasing IFRS 16)
278 924
0
9 627
288 551
Disposals
0
-2 174 508
-46 018
-2 220 526
Effect of exchange rate fluctuations
175 768
349 445
15 465
540 678
Balance at 31 December 2020
9 706 423
9 742 879
956 536
20 405 838
Balance at 1 January 2021
9 706 423
9 742 879
956 536
20 405 838
Acquisitions
115 625
518 048
71 552
705 225
Right to use assets (leasing IFRS 16)
17 744
4 646
52 673
75 063
Disposals
0
-115 046
-46 329
-161 375
Effect of exchange rate fluctuations
8 451
-202 652
-3 231
-197 432
Balance at 31 December 2021
9 848 243
9 947 875
1 031 201
20 827 319
Depreciation and impairment losses
Balance at 1 January 2020
3 912 745
5 871 757
441 592
10 226 094
Depreciation charge for the year
357 968
521 118
96 670
975 756
Impairment losses
0
203 055
102
203 157
Disposals
0
-2 165 704
-23 088
-2 188 792
Effect of exchange rate fluctuations
31 777
143 499
-1 376
173 900
Balance at 31 December 2020
4 302 490
4 573 725
513 900
9 390 115
Balance at 1 January 2021
4 302 490
4 573 725
513 900
9 390 115
Depreciation charge for the year
250 157
522 592
85 868
858 617
Impairment losses
0
0
0
0
Disposals
0
-114 706
-33 106
-147 812
Effect of exchange rate fluctuations
56 970
-44 303
-8 507
4 160
Balance at 31 December 2021
4 609 617
4 937 308
558 155
10 105 080
Carrying amounts
At 1 January 2020
4 675 964
4 779 371
493 948
9 949 283
At 31 December 2020
5 403 933
5 169 154
442 636
11 015 723
At 1 January 2021
5 403 933
5 169 154
442 636
11 015 723
At 31 December 2021
5 238 626
5 010 567
473 046
10 722 240
57
57
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Depreciation schedule is linear for all categories.
Impairment
The Group of companies continuously evaluates its assets on an individual basis at each reporting date to determine whether there is objective evidence of impairment within the various business segments.
Based on the challenging situation the cruise business has experienced during 2021 there are indications of impairment for the valuation of the cruise fleet, and an impairment assessment was undertaken per year end 2021. A value-in-use approach calculating the present value of expected future cash flows has been applied and is based on strategic plans for the cruise fleet and budget and forecast figures for the period 2021-2042. The calculation is based on remaining economic lifetime for the individual vessels, Balmoral 8 years, Braemar 12 years, Borealis 16 years and Bolette 20 years. The weighted average cost of capital (WACC) used in the calculation of discounted cash flows is 10.5%.
The cruise operations resumed in July and August 2021 when Borealis and Bolette re-started cruising after the Covid-19 lay-up period. The assumptions are that Balmoral will resume cruising in May 2022 and Braemar in 2Q 2023, with an average occupancy of 80% for all four ships from 2024 onwards.
The Company performed sensitivity analysis to the value in use for changes in certain assumptions as WACC, fuel prices, ticket income inflation and occupancy rates. Due to the long lifetime of the assets, any significant deviation from the assumptions used will have material impact to the value-in-use estimates.
In 2022 FOCL has seen good booking-numbers and the mobilisation of Balmoral has commenced. The war in Ukraine has not had material negative effect on bookings or operation, other than change in some itinerates.
Within the Group of companies, no impairment (NOK 203 million) was recognized on property, plant and equipment in 2021:
(Amounts in MNOK)
2021
2020
Wind Service
0
6
Cruise (vessels sold)
0
197
Total impairment
0
203
Accounting policies
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries, associates and joint ventures.
In respect of acquisitions goodwill is recognised initially at cost. Goodwill represents the excess of the cost of the acquisition over the Group of companies’ interests in the net fair value of the net identifiable assets. When the excess is negative (negative goodwill), it is recognised immediately in profit or loss.
Subsequent measurement
Goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment. The carrying amount of goodwill for associates is included in the carrying amount of the investment in the associates.
(ii) Research and development
Expenses for research activities with the prospect of gaining new technical knowledge, are recognised in profit and loss when incurred.
Development expenditures are capitalised only if the development costs can be measured reliably, and the product or process is both technically and commercially feasible with probable future economic benefits. The capitalised expenditures include the cost of materials, direct labour, overhead costs that are directly attributable and borrowing costs related to the development. When a project is ready for intended use, it is reclassified from intangible assets to the respective groups of property, plant and equipment.
Capitalised development expenditures are measured at cost less accumulated impairment losses.
(iii) Technology, customer relationships and publishing rights
Technology and customer relationships are measured at cost less accumulated depreciation and impairment losses.
58
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Technology relates to computer software, patented or unpatented technology or databases.
Customer relationships represent the value of the existing customers and are recognised as a separate component.
The estimated useful lives for the current and comparative periods are as follows:
Technology
5 years
Customer relationships
9 years
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item. The estimated useful lives are reviewed on a yearly basis. Any changes are accounted for prospectively as a change in accounting estimate.
Publishing rights/brand names comprise trade name, mastheads, domain name and content rights which contribute significantly to future expected economic benefit. Publishing rights and brand names are assumed to have indefinite remaining lives and are impairment tested on a regular basis.
(iv) Impairment
The carrying amounts of the Group of companies' intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
When considering impairment indicators, the Group of companies considers both internal (e.g., adverse changes in performance) and external sources (e.g., adverse changes in the business environment). If an indicator of impairment is noted, further management estimate is required to determine the amount, if any, of impairment. In order to measure for potential impairment, the carrying amount is compared to the recoverable amount, which is the higher of its fair value less costs to sell and value in use. The value in use is calculated as the present value of the expected future cash flows for the individual units, requiring significant management estimates of among others the proper discount rates as well as the length and amounts of cash flows.
The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
59
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
(Amounts in NOK 1000)
Development costs
Publishing
rights 1)
Goodwill
Customer relationship, technology, patents, other
Total
Cost
Balance at 1 January 2020
475 179
162 000
537 927
568 358
1 743 464
Acquisitions
45 747
0
0
41 307
87 054
Right to use asset (leasing IFRS 16)
0
0
0
0
0
Disposals
0
0
-11 822
-9 959
-21 781
Effect of exchange rate fluctuations
1 252
0
18 506
37 153
56 911
Balance at 31 December 2020
522 178
162 000
544 611
636 859
1 865 648
Balance at 1 January 2021
522 178
162 000
544 611
636 859
1 865 648
Acquisitions 2)
51 568
0
4 082
40 876
96 526
Right to use asset (leasing IFRS 16)
0
0
0
0
0
Disposals
0
0
-1 751
-34 840
-36 591
Effect of exchange rate fluctuations
5 211
0
-9 212
-16 432
-20 432
Balance at 31 December 2021
578 957
162 000
537 730
626 463
1 905 151
Depreciation and impairment losses
Balance at 1 January 2020
164 673
0
20 226
351 592
536 491
Depreciation charge for the year
13 269
0
0
60 763
74 032
Impairment losses
1 638
0
92 977
78 527
173 142
Disposals
0
0
0
0
0
Effect of exchange rate fluctuations
-1 874
0
3 338
24 485
25 949
Balance at 31 December 2020
177 706
0
116 541
515 367
809 614
Balance at 1 January 2021
177 706
0
116 541
515 367
809 614
Depreciation charge for the year
11 726
0
0
61 822
73 548
Impairment losses
43
0
0
0
43
Disposals
0
0
0
-34 840
-34 840
Effect of exchange rate fluctuations
3 597
0
-3 653
-16 673
-16 729
Balance at 31 December 2021
193 072
0
112 888
525 676
831 636
Carrying amounts
At 1 January 2020
310 506
162 000
517 701
216 766
1 206 973
At 31 December 2020
344 472
162 000
428 070
121 492
1 056 034
At 1 January 2021
344 472
162 000
428 070
121 492
1 056 034
At 31 December 2021
385 885
162 000
424 842
100 787
1 073 514
Expected economic life
3 years
5-10 years
Depreciation is linear
1) Publishing rights are mainly connected to the newspaper Dagens Næringsliv within NHST Media Group AS.
60
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
2) Acquisition of development costs, NOK 52 million (NOK 46 million), are mainly expenditures arising from own development of potential windfarms projects. NOK 41 million (NOK 41 million) relates to various IT development project within NHST.
Impairment
Within the group of companies all intangible assets have been impairment tested as per 31 December 2021, and no impairment was recognized in 2021 (2020: NOK 173 million):
(Amounts in MNOK)
2021
2020
Renewable Energy
0
2
Wind Service
0
78
Other Investments
0
93
Total Impairment
0
173
Development costs:
FOR has intangible assets with a book value of NOK 382 million, which are development costs related to wind farms. The projects are evaluated regularly. Some development projects may not come through to fruition, in which case, previously capitalized costs will be impaired. In 2021 no Impairment was carried out.
Wind Service:
No impairment was recognized in 2021.
Other Investments:
NHST Media Group AS
The carrying amount of goodwill and intangible assets with indefinite useful lives allocated to NHST is NOK 316 million and NOK 162 million, respectively. The recoverable amount for the cash generating units (CGU) Norwegian publications and Global publications is based on a value in use approach (discounted cashflows). The value in use approach is based on NHST’s strategic plans for the different segments and budget and forecast figures for the period 2022-2026. The weighted average cost of capital (WACC) used in the calculation of discounted cash flows for Norwegian and Global publications is 8,6% and 8,7% respectively. The terminal value in the cash flow model is based on 2% growth for Norwegian and Global publications. The cash flow model has been tested for changes in forecasted revenues, EBITDA and risk-free rate. The sensitivity analysis provides sufficient headroom and comfort for the value in use compared to book values in the Bonheur Group of companies. The recoverable amount for the CGUs Mynewsdesk and Mention is based on a fair value using a market value approach. The reason for using a market value approach for Mynewsdesk and Mention is that both companies are set to undergo an extensive investment phase with negative cash flows for a few years, where a value in use approach would possess high uncertainty. A market value approach is believed to lower the uncertainty, as observed market transactions will give a better indication of value. The market value approach is based on budgeted revenue for Mynewsdesk and Mention multiplied with EV/Revenue multiples from relevant observed M&A transactions.
61
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 12 – Investments in associates and joint ventures
Accounting policies
Associates are those entities, typically joint ventures with equal ownership between the joint venture parties, in which the Group of companies has significant influence, but not control, over the financial and operating policies. Associates are accounted for using the equity method and are initially recognized at cost. The Group of companies' investments includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group of companies' shares of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group of companies, from the date that significant influence commences until the date that significant influence ceases. When the Group of companies' shares of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group of companies has an obligation or has made payments on behalf of the associate.
Consolidated
(Amounts in NOK 1000)
Codling Holding Ltd 1)
Other associates
2)
Total
Business office
Ireland
Bonheur Group's ownership per 31 December 2020
50,00%
Bonheur Group's percentage of votes per 31 December 2020
50,00%
Bonheur Group's ownership per 31 December 2021
50,00%
Bonheur Group's percentage of votes per 31 December 2021
50,00%
Share of equity per 31.12.2020
-11 072
1 287
-9 785
Profit from the company accounts
-5 620
-690
-6 310
Eliminations/adjustments
0
0
0
Net profit included in Bonheur Group of companies
-5 620
-690
-6 310
Share issue / Capital increase
0
0
0
Acquisition / disposal
0
5 630
5 630
Reversal of impairment
0
0
0
Currency translation differences
530
-126
405
Share of equity per 31.12.2021
-16 162
7 490
-8 672
The presentation shows the accounts for the most significant associates as of 31 December 2021.
1)The Codling Project is financed by a shareholders' loans to Codling Holding Ltd (Codling) from the joint venture partners. Originally the entire shareholder's loan was treated as part of the net investment in Codling. In December 2020, a new loan agreement was signed between Codling Holdings Ltd and the joint venture partners. Based on the new loan agreement a reassessment of the accounting treatment was performed and the loan was reclassified from part of the investment to loan granted to associates in the statement of financial position.
2)Mainly Norkon Computing systems AS.
The Group of companies continuously evaluates its assets in associates on an individual basis at each reporting date to determine whether there is objective evidence of impairment. As per 31 December 2021 no indications on need for impairment were found.
Summary of financial information for significant equity accounted investees, not adjusted for the percentage ownership held by the Group of companies.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Codling Holding Ltd
(Amounts in NOK 1 000)
2021
2020
Profit for the year
-11 400
-4 002
Total assets
476 899
219 045
Total liabilities
509 228
241 190
Total equity
-32 329
-22 145
Accounting policies
Financial assets
The Group of companies' short-term investments in equity securities and certain debt securities are measured at fair value through profit or loss (FVTPL). Long-term investments are measured at fair value through other comprehensive income (FVTOCI).
Other non-derivative financial instruments, including financial liabilities, are recognized initially at fair value and any directly attributable transaction costs. Subsequent to initial recognition, assets and liabilities are measured at amortised cost when the objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Impairment
IFRS 9 applies an expected credit loss model. This model applies to contract assets, financial assets at amortised costs and bonds measured at FVTOCI, but not to investments in shares. Shares are measured at fair value, see note 2.
Shares classified as financial investments
(Amounts in NOK 1000)
Fair value as per 31.12.21
Fair value as per 31.12.20
Total short-term liquid share portfolio
67 302
64 425
Total long-term liquid share portfolio
126 778
85 987
Total liquid share portfolio
194 081
150 411
The fair value of stock listed shares is determined by using the listed prices of the companies at year end. For non-listed companies the latest transactions is assessed used as an approximation of the fair value if the transaction is considered a fair value transaction
63
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Bonds and other receivables (non-current assets)
(Amounts in NOK 1 000)
2021
2020
Bonds and securities (specification below)
280 148
293 932
Loans granted to associates
233 862
2 492
Other interest-bearing loans
4 324
4 518
Other non interest-bearing receivables
11 778
14 895
Total Bonds and other receivables (long-term assets)
530 113
315 837
Bonds classified as long-term investments 1)
(Amounts in NOK 1000)
Cost price
Average interest rate 2021
Fair value as per 31.12.21
Fair value as per 31.12.20
Long-term assets:
Utility companies
41 171
1,1 %
41 172
48 299
Real Estate companies
56 132
1,4 %
56 138
50 166
Industrial companies
110 928
2,2 %
110 575
106 879
Financial and investment companies
42 000
2,7 %
42 213
38 495
Municipalities and public administration
30 120
0,8 %
30 051
50 093
Total
280 351
1,8 %
280 148
293 932
1) Fair value is based on quoted market prices.
Accounting policies
Inventories and bunkers are recorded at the lower of cost and net realisable value. The Group of companies categorizes spare parts into two groups, spare parts and spare assets. Spare parts are consumables that are not depreciated but expensed when used against repair and maintenance cost. Consumables are measured at cost less a reserve for overstocked items. Spare assets are larger spare items that is recorded as a component and depreciated.
(Amounts in NOK 1 000)
Note
2021
2020
Inventories and consumable spare parts
87 570
81 779
Bunkers
37 634
22 381
Articles of consumption onboard
25 786
20 600
Work in progress
5
48 359
43 774
Total
199 349
168 534
Per year end the Group of companies had inventories and consumable spare parts related to windfarms, installation vessels for offshore wind turbines and cruise vessels. In addition, there were bunkers and articles of consumption onboard. The book value of inventories is cost price. In 2021 inventories and consumable spare parts recognised as cost of sales amounted to NOK 674 million (2020: NOK 712 million). In 2021 there have been no write downs of inventories or reversals of write downs. Work in progress is mainly related to capitalized project costs in the Wind Service segment.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 15 – Trade and other receivables and contract assets
Accounting policies
Trade receivables that do not have a significant financing component are measured on initial recognition at their transaction price, which is the amount of consideration to which the entity expects to be entitled for transferring the promised goods or services to the customer.
Trade receivables with a significant financing component are measured on initial recognition at their transaction price if the entity has chosen not to adjust the promised amount of consideration for the effects of a significant financing component. In other cases, the receivables are measured at fair value on initial recognition.
The impairment model applicable to financial assets, measured at amortized cost, is based on an “expected credit loss” (ECL) model, which require forward looking judgements of two classifications:
-12-month ECLs resulting from possible default events within the 12 months after the reporting date.
-Lifetime ECLs resulting from possible default events over the expected life of a financial instrument.
Trade and other receivables (current assets)
(Amounts in NOK 1 000)
Note
2021
2020
Other trade receivables
924 652
743 196
Contract assets
5, 22
280 084
319 725
Total trade receivables and contract assets
1 204 736
1 062 921
Other receivables and prepayments
950 713
705 188
Short-term liquid share portfolio
13
67 337
64 425
Fair value derivatives
3 163
0
Total other receivables
1 021 213
769 612
Total trade and other receivables
2 225 949
1 832 533
Contract assets relate to consideration for work completed, but not yet invoiced at the reporting date. The contract assets are transferred to customer receivables when the right to payment become unconditional, which usually occurs when invoices are issued to the customers.
Accounting policies
Cash and cash equivalents include cash, bank deposits and other short-term highly liquid assets that are readily convertible to known amounts of cash and which are subject to insignificant changes in value.
(Amounts in NOK 1 000)
2021
2020
Cash related to payroll tax withholdings
25 774
29 630
Other restricted cash *)
588 479
595 941
Total restricted cash
614 253
625 571
Unrestricted cash **)
3 424 951
3 724 964
Total cash & cash equivalents
4 039 204
4 350 535
Unused credit facilities
0
0
*) NOK 500 million of other restricted cash reflects deposits required according to covenants in the Company's bond loans. NOK 28 million of the restricted cash relates to the windfarms in FORAS, and NOK 60 million relates to guarantees required by customers in FOO during operations.
**) In 2020 the Company established a green finance framework with an eligibility assessment from DNV and issued a NOK 700 million green bond loan to be used for eligible green investments as defined in the framework. A separate green bank deposit was established for the NOK 700 million and is included in unrestricted cash.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 17 – Earnings per share
Accounting policies
The Group of companies presents basic earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Average number of outstanding shares during the period are based on number of outstanding shares per year end. Shares outstanding is total shares issued net of treasury shares.
Profit attributable to ordinary shareholders
(Amounts in NOK 1 000)
2021
2020
Loss for the year (Majority share)
-106 563
-1 198 602
Average number of outstanding shares during the year 1)
42 531 893
42 531 893
Basic and diluted earnings per share
-2,5
-28,2
Within the Group of companies there are no financial instruments with possible dilutive effects.
Weighted average number of ordinary shares
(Amounts in NOK 1 000)
2021
2020
Issued ordinary shares at 1 January
42 531 893
42 531 893
Weighted average number of ordinary shares at 31 December
42 531 893
42 531 893
Profit attributable to ordinary shareholders
(Amounts in NOK 1 000)
2021
2020
Loss for the year (Majority share)
-106 563
-1 198 602
Average number of outstanding shares during the year 1)
42 531 893
42 531 893
Basic and diluted earnings per share
-2,5
-28,2
Within the Group of companies there are no financial instruments with possible dilutive effects.
Weighted average number of ordinary shares
(Amounts in NOK 1 000)
2021
2020
Issued ordinary shares at 1 January
42 531 893
42 531 893
Weighted average number of ordinary shares at 31 December
42 531 893
42 531 893
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 18 – Interest bearing loans and borrowings
(Amounts in NOK 1 000)
2021
2020
Non-current interest-bearing liabilities
Secured bank loans
5 265 453
5 930 114
Unsecured loans
2 361 510
2 150 688
Lease liability, IFRS 16
366 626
369 323
Other loans
786 481
728 833
Total
8 780 070
9 178 958
Current interest-bearing liabilities
Current portion of secured bank loans
802 747
580 247
Current portion of unsecured loans
526 648
618 849
Current portion of lease liability, IFRS 16
78 559
78 581
Other loans
236 618
332 932
Total
1 644 572
1 610 609
Fred. Olsen Renewables Ltd. had as at 31 December 2021, through its 51% owned subsidiary Fred. Olsen Wind Ltd., drawn a total of GBP 400 million under a bank loan facility and leases, with current loan balance at year end 2021 was GBP 328 million (GBP 358 million). The interest rates of the bank loan facility are fixed 3.17% for 75% and GBP Libor plus a margin of 1.40% for 25%. The bank loan facility matures in 2032.
Fred. Olsen Renewables Ltd. had through its 100% owned subsidiary Fred. Olsen CB Ltd. per year end 2021 drawn GBP 57 million from a secured credit facility agreement, with current loan balance at year end 2021 was GBP 55 million (GBP 57 million). The interest rates of the loan are fixed 3.55% for 75% of the loan and GBP Libor plus a margin of 1.80 % for the rest of the loan. The bank loan facility matures in 2036. In addition, Fred. Olsen CB Ltd. had through its 51% owned subsidiary Fred. Olsen CBH Ltd, per year end 2021 drawn GBP 62 million (GBP 58.5 million) from an unsecured shareholder loan from Aviva Investors Global Services Limited, which holds 49% of the shares in the company. The interest rate of this loan is GBP LIBOR plus a margin of 6%, and the loan matures in 2036. Fred. Olsen CBH Ltd. has also drawn a shareholder loan of GBP 64.7 million from Fred. Olsen CB Ltd., which is eliminated in the consolidated accounts.
Fred. Olsen Ocean group, through its subsidiary Fred. Olsen Windcarrier has entered into two new long-term non-recourse debt financing arrangements related to the three offshore wind turbine transportation and installation jack-up vessels under its indirect ownership (Brave Tern, Bold Tern and Blue Tern). In conjunction with the financing, it is established a green loan framework with an eligibility assessment from DNV, which enables new investments to be financed with green loans. For Brave Tern and Bold Tern, the arrangement is a new EUR 75 million 6 years facility with DNB Bank ASA and SpareBank 1 SR-Bank ASA. The amount refinanced the existing debt facility and will further contribute to the financing of the crane upgrade on Brave Tern. The current balance at year end 2021 was EUR 59 million (EUR 70 million). A tranche of approximately EUR 29 million of this facility will be covered by the green loan framework. For Blue Tern, (51% owned), the current financing with NIBC and Clifford, of which EUR 24 million is outstanding as at 31 December 2021 (EUR 29 million), was extended by approximately 2.5 years and matures end 2022. Blue Tern AS had per year end 2020 drawn a shareholder loan of USD 24.9 million. A wholly owned subsidiary of Keppel Offshore and Marine Ltd holds 49% of the loan, EUR 13.7 million. Fred. Olsen Windcarrier AS, through its 51% indirectly owned subsidiary Blue Tern AS, holds 51% of the latter loan, EUR 14.3 million. FOWIC’s part is eliminated in the consolidated accounts. The interest rate of this loan is fixed 7.5 %.
Fred. Olsen Ocean group, through its subsidiary United Wind Logistics (UWL), has two new long-term loan arrangements of total EUR 28 million with Sparkasse related to two newbuilds delivered in 2020 of which EUR 22 million was outstanding as per 31 December 2021 (EUR 27 million). UWL had per year end drawn a shareholder loan of EUR 9 million where Fred. Olsen Ocean holds 50% of the loan. The current loan balance to the external shareholder at year end 2021 was EUR 4 million (EUR 4.5 million). The interest rate is fixed 3%.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
(Amounts in NOK 1 000)
2021
2020
Bonheur ASA, bond-loans
Bond issue ticker, terms
Issued
Maturity
BON06 3 month NIBOR + 3.50%
9 Jul 14
9 Jul 21
0
599 700
BON07 3 month NIBOR + 4.00%
24 May 17
24 May 22
499 875
499 375
BON09 3 month NIBOR + 2.50%
4 Sep 19
4 Sep 24
796 400
794 960
BON10 ESG 3 month NIBOR + 2.75%
22 Sep 20
22 Sep 25
695 520
694 325
BONHR01 ESG 3 month NIBOR + 2.90%
13 Jul 21
13 Jul 26
694 435
0
Total
2 686 230
2 588 360
Terms and debt repayment schedule
Terms and conditions of outstanding loans were as follows:
31.12.2021
31.12.2020
(Amounts in NOK 1000)
Currency
Nominal interest rate
Year of maturity
Carrying amount
Carrying amount
Renewable Energy:
Secured bank loan 1)
GBP
75% fixed 3.17%, 25% LIBOR + 1,40%
2032
3 825 827
4 093 825
Secured bank loan 2)
GBP
75% fixed 3,55%, 25% LIBOR + 1.80%
2036
650 890
661 022
Financial lease 3)
GBP
3)
2021
0
23 383
Shareholder loans 4)
GBP
7%
2021
0
76 865
Shareholder loan 5)
GBP
LIBOR + 6.0%
2036
739 760
682 060
Lease liability, IFRS 16
GBP
277 187
277 307
Other
GBP
46 720
47 373
5 540 384
5 861 835
Wind Service:
Secured bank loan 6)
EUR
3 month EURIBOR + 3.20%
2026
310 372
539 796
Secured green bank loan 6)
EUR
3 month EURIBOR + 3.15%
2026
278 248
177 849
Secured bank loan 7)
EUR
3 month EURIBOR + 3.25%
2022
114 871
151 819
Secured bank loan 8)
USD
3 month LIBOR + 3.25%
2022
123 811
147 631
Shareholder loan 9)
USD
Fixed 7,50%
116 074
104 148
Shareholder loan 9)
EUR
Fixed 7,50%
20 773
0
Secured bank loan 10)
EUR
Fixed 3,33%
2027
82 048
100 965
Secured bank loan 10)
EUR
3 month EURIBOR + 2.65%
2023
19 978
37 693
Secured bank loan 10)
EUR
Fixed 3,33%
2028
89 190
104 703
Secured bank loan 10)
EUR
3 month EURIBOR + 2.65%
2024
29 966
41 881
Shareholder loan 11)
EUR
Fixed 3,00%
2028
40 455
47 116
Other 12)
DKK/EUR/USD
310 298
308 519
1 536 084
1 762 121
Cruise:
Sellers credit 13)
GBP
Fixed 2,50%
2025
265 424
260 036
Lease liability, IFRS 16
GBP
3 894
0
269 318
260 036
Other:
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Unsecured Bonheur ASA bond loans 14)
NOK
NIBOR/4.0%/ 2.50%/2.75%/2.90%
2022 /-24/ -25/-26
2 686 234
2 588 360
Lease liability, IFRS 16
NOK
142 622
147 215
Other 15)
NOK
250 000
170 000
3 078 856
2 905 575
Total interest-bearing debt
10 424 642
10 789 567
1)Financing facility for Fred. Olsen Wind 2 Ltd.
2)Financing facility for Fred. Olsen CB Ltd.
3)Financial lease for subsidiaries of Fred. Olsen Wind Ltd.
4)Remaining balance of GBP 6,6 million regarding a shareholder loan drawn by Fred. Olsen Wind Ltd. from The Renewables Infrastructure Group (UK) Investments Ltd.
5)A total of GBP 54.2 million has been drawn by Fred. Olsen CBH Ltd. on a shareholder loan from Aviva Investors Global Services Limited. Remaining balance includes accrued interest.
6)Financing facility for Fred. Olsen Windcarrier of the jack-up vessels Brave Tern, Bold Tern and Blue Tern.
7)Financing facility for Blue Tern Ltd. for the jack-up vessel Blue Tern.
8)Financing facility for Blue Tern Ltd. for the jack-up vessel Blue Tern.
9)Two shareholder loans from a wholly owned subsidiary of Keppel Offshore and Marine Ltd. to Blue Tern AS of EUR 2.1 million and USD 13.2 million.
10)Financing facilities for UWL regarding 2 newbuilds.
11)A shareholder loan from Lars Rolner, who is a 50% owner of the shares in UWL, EUR 4.05 million.
12)As per 31 December 2021 a bank overdraft of EUR 23.7 regarding GWS, is included.
13)Sellers credit from HAL Nederland NV in connection with the acquisition of two cruise vessels, GBP 22.3 million.
14)The market value of the four outstanding Bonheur bond loans maturing in 2022, 2024, 2025 and 2026 were per year end 100.72, 100.16, 99.84 and 100.08, respectively.
15)Financing facility for NHST
Lease liabilities
Lease liabilities are payable as follows:
(Amounts in NOK 1000)
Future minimum lease payment 2021
Interest 2021
Present value of minimum lease payments 2021
Future
minimum
lease
payment
2020
Interest 2020
Present value of minimum lease payments 2020
Less than one year
48 809
2 657
78 559
119 081
3 623
115 458
Between one and five years
14 371
929
13 442
18 721
0
18 721
More than five years
7 092
280
6 812
0
0
0
Total
70 273
3 866
98 813
137 802
3 623
134 179
Booked value of collateral
Book value
(Amounts in NOK 1 000)
31.12.2021
31.12.2020
Windfarms
3 178 703
3 248 550
Vessels
3 445 497
3 543 893
Other fixed assets
0
0
Total book value of collateral
6 624 200
6 792 443
Guarantees
Guarantees granted to associates
Guarantees granted to Group companies' entities
500 820
282 195
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Total
500 820
282 195
Guarantees are granted in connection with the following investments
Cruise ships
494 520
241 467
Windfarms
0
34 428
Wind vessels
0
0
Other*)
6 300
6 300
Total
500 820
282 195
*) Related to Koksa Eiendom AS.
Reconciliation of movements of liabilities to cash flows arising from financing activities
Liabilities
Equity
Lease
liabilities
Other
interest bearing loans
Equity
holders of
the parent
Non-
controlling interest
Total
Balance as per 1 January 2020
312 274
9 589 195
5 658 221
234 309
15 793 999
Changes from financing cash flows
Proceeds from long-term loans and borrowings
0
2 239 327
0
0
2 239 327
Repayment of long-term loans and borrowings
0
-1 743 575
0
0
-1 743 575
Repayment of lease liabilities
-67 146
0
0
18 828
-48 318
Dividend paid
0
0
-182 887
-65 489
-248 376
Total changes from financing cash flows
-67 146
495 752
-182 887
-46 661
199 058
Increase lease liabilities (IFRS 16)
202 777
0
0
0
202 777
Effect on liabilities of changes in foreign exchange rates
0
256 715
-51 177
-40 575
164 963
Comprehensive loss for the period *)
0
0
-964 528
18 061
-946 467
Balance as per 31 December 2020
447 905
10 341 662
4 459 629
165 134
15 414 330
Balance as per 1 January 2021
447 905
10 341 662
4 459 629
165 134
15 414 330
Changes from financing cash flows
Proceeds from long-term loans and borrowings
0
805 138
0
0
805 138
Repayment of long-term loans and borrowings
0
-1 372 540
0
0
-1 372 540
Repayment of lease liabilities
-25 975
0
0
0
-25 975
Share issue in subsidiary
0
0
0
0
0
Dividend paid
0
0
-170 128
-149 699
-319 827
Total changes from financing cash flows
-25 975
-567 402
-170 128
-149 699
-913 204
Change lease liabilities (IFRS 16)
26 771
0
0
0
26 771
Effect on liabilities of changes in foreign exchange rates
0
201 681
0
0
201 681
Effects from transactions with non-controlling interests
0
0
2 469
2 253
4 722
Other
0
0
728 000
-728 000
0
Comprehensive loss for the period *)
0
0
-397 845
512 615
114 770
Balance as per 31 December 2021
448 701
9 975 941
4 622 125
-197 697
14 849 070
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*) According to statement of changes in equity, page 31.
Accounting policies
Defined benefit plans
The Company and certain of its subsidiaries have pension plans for employees which provide for a defined pension benefit upon retirement (Defined benefit plans). These pension schemes are accounted for in accordance with IAS19
The calculation of the liability is made on a linear basis, taking into account assumptions regarding the number of years of employment, discount rate, future return on plan assets, future changes in salaries and pensions, the size of defined national contributions and actuarial assumptions regarding mortality, voluntary retirement etc. Plan assets are stated at fair values. Net pension liability comprises the gross pension liability less the fair value of plan assets. Net pension liabilities from under-funded pension schemes are included in the balance sheet as long-term interest free debt, while over-funded schemes are included as long-term interest free receivables, if it is likely that the over-funding can be utilized. The effect of retroactive plan amendments without future benefits, are recognized in the income statement with immediate effect. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) are recognized immediately in other comprehensive income.
Net pension cost, which consists of gross pension cost, less estimated return on plan assets adjusted for the impact of changes in estimates and pension plans, are classified as an operating cost, and is included in the line item “operating expenses”.
Pension schemes base the discount rate on the yield of long term covered bonds (OMF) at the statement of financial position date, adjusted to reflect the terms of the obligations. The calculation is performed by a qualified actuary using the projected unit credit method.
When the calculation results in a benefit to the Group of companies, the recognised asset is limited to the net total of any unrecognised past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan.
When benefits of a plan are improved, the portion of the increased benefit relating to past service is recognised as an expense in the income statement on a straight-line basis until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised in the income statement.
Employees of certain subsidiaries are covered by multi-employer pension plans administered by trade unions and by plans administered by related companies. Costs related to these plans are expensed as incurred.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus if the Group of companies has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Accounting estimate – pension obligation
The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost for pensions include the discount rate. Any changes in these assumptions will impact the calculated pension obligations. The Group of companies determines the appropriate discount rate at the end of each year. This rate is used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. The rate used for Norwegian subsidiaries is based on 10-year government bonds or OMF rate. Beyond 10 years the rate has been based on an extrapolation of the government bond rate and long-term swap rates for the relevant period. Other key assumptions for pension obligation are based on current market conditions.
Pension plans
Employees within of the Group of companies have the right to future pension benefits (defined benefit plans) based upon the number of contribution years and the salary level at retirement. The scheme of each entity is administered by individual pension funds or by separate insurance companies. Some subsidiaries have defined contribution schemes for all or some of their employees. In 2021, total costs incurred for defined contribution schemes were NOK 47 million (NOK 47 million). The pension plans in the Norwegian companies meet the Norwegian requirements for a Mandatory Company Pension (OTP).
In total, the number of members in the funded defined benefit plans by the end of 2021 were 377, of which 214 were pensioners (393 of which 214 pensioners). Fred. Olsen & Co. (FOCO) related individuals are members of Fred. Olsen & Co.’s Pension Fund. Individuals employed in FOCO
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after 1 June 2012 are covered by contribution plans. Other FOCO related individuals have rights to future pension benefits (defined benefit plan) based on the number of contribution years and compensation level at retirement age. The Group of companies has unfunded (unsecured) pension arrangements for some executives with salaries in excess of 12 G. Those executives are also entitled to early retirement upon reaching 65 years of age. The early pension arrangement will represent 66% of the salary at the time of retirement until ordinary retirement. Executives of FOCO have similar arrangements.
The status of the defined benefit obligations is as follows:
(Amounts in NOK 1 000)
2021
2020
Present value of unfunded obligations
-605 828
-584 348
Present value of funded obligations
-840 305
-822 987
Total present value of obligations
-1 446 133
-1 407 335
Fair value of plan assets
912 536
879 484
Net liability for defined benefit obligations
-533 597
-527 851
Financial fixed assets / pension funds
81 876
63 153
Liabilities / Employee benefits
-615 473
-591 004
Net liability as at 31. December
-533 597
-527 851
Plan assets:
At the balance sheet date, plan assets are valued using market prices. This value is updated yearly in accordance with statements from the Pension Fund. There are no investments in the Company or in property occupied by the Group of companies.
Major categories of plan assets:
2021
2020
Equity instruments
41%
38%
Corporate bonds
40%
42%
Government bonds
11%
12%
Other assets
8%
8%
Total Plan Assets
100%
100%
Movement in defined benefit obligations:
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Principal actuarial assumptions at the balance sheet expressed as weighted averages:
2021
2020
Discount rate / Expected return on plan assets at 31. December
2,00%
1,75%
Future salary increase
2,25%
1,75%
Yearly regulation in official pension index (G)
2,25%
1,75%
Future pension increases
1,50%
1,20%
Social security costs
14,10%
14,10%
Mortality table
K2013
K2013
Disability table
KU
KU
Discount rate in Defined Benefit Plans
The discount rate was determined by reference to high quality corporate bonds, where a deep enough market for such bonds exists. Covered bonds are in this context considered to be corporate bonds. In Norway the discount rate is determined with reference to covered bonds.
Movement in defined benefit obligations:
Funded obligation
Unfunded obligation
Net obligation
(Amounts in NOK 1000)
2021
2020
2021
2020
2021
2020
Balance at 1. January
56 497
96 223
-584 349
-536 725
-527 852
-440 502
Correction previous year
0
0
0
235
0
235
56 497
96 223
-584 349
-536 490
-527 852
-440 267
Pension contribution
29 715
28 491
0
0
29 715
28 491
Benefits paid by the plan *)
0
0
10 799
10 165
10 799
10 165
29 715
28 491
10 799
10 165
40 514
38 656
Included in profit and loss:
Interest on obligation / Interest on plan assets
-1 557
-327
-10 132
-13 282
-11 689
-13 609
Current service cost
-29 603
-31 038
-18 926
-20 173
-48 529
-51 211
Past service cost
0
0
0
0
0
0
Currency effects / Corrections
0
0
0
140
0
140
Net pension cost
-31 160
-31 365
-29 058
-33 315
-60 218
-64 680
Included in other comprehensive income:
Actuarial gain/(loss) arising from:
Financial assumptions
-10 963
-37 340
-7 021
-33 502
-17 984
-70 842
Experience adjustments
12 103
27 966
3 800
8 794
15 903
36 760
Return on plan assets
16 039
-27 478
0
0
16 039
-27 478
17 179
-36 852
-3 221
-24 708
13 958
-61 560
Foreign currency translation
0
0
0
0
0
0
Balance as at 31. December
72 231
56 497
-605 829
-584 348
-533 598
-527 851
*) Payment of benefits from the funded defined benefit plans were in 2021 NOK 25,3 million (2020: NOK 27,0 million). Figure netted out in the table above
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Sensitivity:
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts below:
Increase in PBO *)
(Amounts in NOK 1 000)
2021
Future salary increase with 0.25%
2 642
Future pension increase with 0.25%
45 509
Discount rate decreases with 0.25%
60 127
Future mortality assumption, increased lifetime by 1 year
45 473
*) Projected Benefit Obligation (PBO)
Expected contributions to funded defined benefit plans in 2022 are NOK 27 million.
Expected payment of benefits in connection with unfunded plans are in 2022 estimated to be NOK 23 million.
Risks:
The major risks for the defined benefit plans are interest rate risk, investment risks, inflation risk and longevity risk.
Current items
(Amounts in NOK 1000)
2021
2020
Accrued interest other
116 763
50 463
Other accruals
386 943
415 653
Contract liabilities
1 303 630
786 635
Other accruals and deferred income
1 807 336
1 252 751
The Group of companies has short-term contract liabilities of NOK 1 304 million per 31 December 2021 (NOK 787 million). NOK 686 million is due to prepayments from sale of cruises (NOK 340 million), NOK 308 million (NOK 149 million) is prepayment from customers within Wind Service and NOK 307 million (NOK 298 million) is prepayment received from subscribers within NHST.
Non-current items
Decommissioning costs related to windfarms of NOK 500 million (NOK 456 million) is included under “Other non-current liabilities”.
Note 21 - Trade and other payables
(Amounts in NOK 1000)
2021
2020
Other trade payables
768 222
825 479
Total trade payables
768 222
825 479
Fair value of derivatives 1)
402
6 758
Total other payables
402
6 758
Total trade and other payables
768 624
832 237
1) For further information about derivatives see note 22.
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Note 22 – Financial Instruments
Accounting policies
Classification of financial assets and liabilities
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. The Group of companies holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Since the profiles, maturities and other terms of the swaps do not match the underlying liabilities perfectly, the swaps are not accounted for using hedge accounting.
All equity instruments are measured at fair value with gains and losses either through profit or loss (FVTPL) or in other comprehensive income (FVOCI). All financial debt instruments are classified based on the entity’s business model for managing the asset and the asset’s contractual cash flow characteristics, as follows:
•Amortised cost - a financial asset is measured at amortised cost if both of the following conditions are met:
•the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
•the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
•Fair value through other comprehensive income (FVOCI) - financial assets are classified and measured at FVTOCI if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.
•Fair value through profit or loss (FVTPL) - any financial assets that are not held in one of the two business models mentioned are measured at FVTPL.
All financial liabilities are measured at amortized cost, except for financial liabilities at FVTPL. Such liabilities include derivatives, and liabilities that an entity designates to be measured at fair value through profit or loss.
Impairment
The impairment model applicable to financial assets, measured at amortized cost or FVOCI, is a forward-looking "expected credit loss" (ECL) model. This require forward looking judgements of two classifications:
- 12-month ECLs resulting from possible default events within the 12 months after the reporting date.
- Lifetime ECLs resulting from possible default events over the expected life of a financial instrument.
For impairment losses on financial assets measured at FVOCI, impairment losses shall be recognized in other comprehensive income, for other assets in profit or loss.
Accounting classifications and fair values
Financial assets and liabilities in the Group of companies consist of investments in other companies, trade and other receivables, cash and cash equivalents, interest rate instruments, forward foreign exchange contracts, trade and other payables, right-of-use liabilities, and borrowings.
The following table below shows the carrying amounts and fair values of the financial assets and financial liabilities, including their levels in the fair value hierarchy. Fair value disclosure of lease liabilities is not included.
For financial instruments measured at fair value, the levels in the fair value hierarchy are:
•Level 1: Fair values are based on prices quoted in an active market for identical assets and liabilities.
•Level 2: Fair values are based on price input other than quoted prices. Such prices are derived from observable market transactions in an active market for identical assets or liabilities. Level 2 includes currency or interest derivatives, typically when the Group of companies uses forward prices on foreign exchange rates or interest rates as inputs to valuation models.
•Level 3: Fair values are based on unobservable input, mainly based on internal assumptions used in absence of quoted prices from an active market or other observable price inputs.
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Financial Instruments as of 31 December 2021
Carrying value
Fair value
Equity investments 1)
(Amounts in NOK 1 000)
Hedging instruments
at FVTPL
at FVOCI
Amortized cost
Total
Level 1
Level 2
Level 3
Total
Other Shares 2)
0
67 337
95 859
30 919
194 116
68 152
0
95 044
163 196
Bonds 2)
0
280 148
0
0
280 148
280 148
0
0
280 148
Forward exchange contracts
3 163
0
0
0
3 163
0
3 163
0
3 163
Non-current receivables
0
0
0
238 186
238 186
0
0
0
0
Trade and other receivables
0
0
0
2 155 449
2 155 449
0
0
0
0
Cash and cash equivalents
0
0
0
4 039 207
4 039 207
0
0
0
0
Financial assets
3 163
347 485
95 859
6 463 762
6 910 269
348 300
3 163
95 044
446 507
Interest rate swaps
86 043
0
0
0
86 043
0
86 043
0
86 043
Forward exchange contracts
402
0
0
0
402
0
402
0
402
Bunker swaps
0
0
0
0
0
0
0
0
0
Bank overdrafts
0
0
0
236 615
236 615
0
0
0
0
Interest bearing bond loans
0
0
0
2 686 230
2 686 230
0
0
0
0
Secured bank loans
0
0
0
6 050 629
6 050 629
0
0
0
0
Unsecured loans
0
0
0
1 368 717
1 368 717
0
0
0
0
Finance lease liabilities
0
0
0
3 894
3 894
0
0
0
0
Right-of-use liabilities
0
0
0
486 188
486 188
0
0
0
0
Trade and other payables
0
0
0
768 222
768 222
0
0
0
0
Financial liabilities
86 445
0
0
11 600 495
11 686 940
0
86 445
0
86 445
1) FVTPL is short for value through Profit and loss. FVOCI is short for value through other comprehensive income.
2) Investments in level 1 consist of listed shares and bonds with quoted market market prices, and investments in level 3 are shares where fair value cannot be measured reliably as the financial instrument is not traded in an active market. The best estimate of fair value is initial purchase price.
Financial Instruments as of 31 December 2020
Carrying value
Fair value
Equity investments 1)
(Amounts in NOK 1 000)
Hedging instruments
at FVTPL
at FVOCI
Amortized cost
Total
Level 1
Level 2
Level 3
Total
Other Shares 2)
0
64 425
85 987
0
150 411
65 095
0
85 317
150 411
Bonds 2)
0
293 932
0
0
293 932
293 932
0
0
293 932
Non-current receivables
0
0
0
7 010
7 010
0
0
0
0
Trade and other receivables
0
0
0
1 768 109
1 768 109
0
0
0
0
Cash and cash equivalents
0
0
0
4 350 535
4 350 535
0
0
0
0
Financial assets
0
358 356
85 987
6 125 654
6 569 997
359 026
0
85 317
444 343
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Interest rate swaps
310 748
0
0
0
310 748
0
310 748
0
310 748
Forward exchange contracts
6 758
0
0
0
6 758
0
6 758
0
6 758
Bunker swaps
0
0
0
0
0
0
0
0
0
Bank overdrafts
0
0
0
255 461
255 461
0
0
0
0
Interest bearing bond loans
0
0
0
2 588 360
2 588 360
0
0
0
0
Secured bank loans
0
0
0
6 510 370
6 510 370
0
0
0
0
Unsecured loans
0
0
0
987 470
987 470
0
0
0
0
Finance lease liabilities
0
0
0
23 383
23 383
0
0
0
0
Right-of-use liabilities 3)
0
0
0
538 274
538 274
0
0
0
0
Trade and other payables
0
0
0
825 479
825 479
0
0
0
0
Financial liabilities
317 506
0
0
11 728 798
12 046 303
0
317 506
0
317 506
1) FVTPL is short for value through Profit and loss. FVOCI is short for value through other comprehensive income.
2) Investments in level 1 consist of listed shares and bonds with quoted market prices, and investments in level 3 are shares where fair value cannot be measured reliably as the financial instrument is not traded in an active market. The best estimate of fair value is initial purchase price.
3) Right-of-use liabilities, according to IFRS 16 - Leases, amounts to NOK 538 million per 31 December 2020, of which NOK 425 million is interest bearing liabilities.
General
The Group of companies is exposed to various financial risk factors through its operating activities. The factors include market risks (currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk. The management seeks to minimise the risks and monitors the financial markets closely.
Fair values versus carrying amounts
Unless otherwise stated, the net book values are presumed to reflect the fair value of financial assets and liabilities.
Credit risk
The Group of companies continually evaluates the credit risks associated with customers and counterparties and, when necessary, requires guarantees or collaterals. The Group of companies' short-term investments are mainly limited to cash deposits with its relationship banks. The credit risk related to trade receivables is mainly within the business segments Renewable Energy and Wind Service from customers located in the EURO zone and United Kingdom. For further information, see note 3 - Financial Risk Management.
The Group of companies' financial assets were considered to have low credit risk per 1 January 2021. Historically, losses on receivables have been insignificant in the Group of companies. A large proportion of the Group of companies’ receivables are advance payments from customers in the business segment Cruise and in NHST Media Group AS in the Other investments segment. The Group of companies has considered that the credit risk has not increased significantly during 2021. Based on the group’s assessment, no significant changes in loss allowance are deemed necessary per 31 December 2021.
The carrying amounts of financial assets represent the maximum credit exposures. The maximum exposure to credit risk at the reporting date was:
(Amounts in NOK 1000)
Carrying amount
2021
2020
Financial assets, bonds
280 148
293 932
Trade and other receivables *)
1 875 365
1 448 384
Contract assets *)
280 084
319 725
Cash and cash equivalents
4 039 207
4 350 535
Derivatives
3 163
0
Total
6 477 967
6 412 576
*) Trade receivables (which also includes i.a. prepayments) and contract assets are to be collected from the following business segments:
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(Amounts in NOK 1 000)
Carrying amount
2021
2020
Renewable Energy
917 265
566 641
Wind Service
972 568
974 278
Cruise
111 101
102 044
Other Investments
154 515
125 147
Total
2 155 449
1 768 109
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
Carrying amount
(Amounts in NOK 1 000)
2021
2020
UK
944 336
657 749
EURO-zone incl. Norway
732 696
874 241
America
228 188
227 296
Africa
140
0
Asia
243 482
6 576
Other
6 607
2 667
Total
2 155 449
1 768 529
Impairment losses
Loss allowances have been measured on the following bases:
•12-month ECLs that result from possible default events within the 12 months after the reporting date; and
•Lifetime ECLs that result from all possible default events over the expected life of a financial instrument.
The aging of trade and other receivables at the reporting date was:
Gross
Provisions
Balance
Gross
Impairment
Balance
(Amounts in NOK 1 000)
2021
2021
2021
2020
2020
2020
Not past due
1 279 481
0
1 279 481
1 612 293
0
1 612 293
Past due 0-30 days
807 185
0
807 185
78 769
0
78 769
Past due 31-180 days
28 847
-1 200
27 647
37 298
-1 823
35 476
Past due 181-360 days
1 057
0
1 057
34 144
-1 885
32 260
More than one year
48 869
-8 789
40 080
16 421
-6 691
9 731
Total
2 165 438
-9 989
2 155 449
1 778 926
-10 398
1 768 529
Based on historic default rates, the Group of companies believes that limited impairment allowance is necessary in respect of trade receivables not past due or past due by up to 30 days. Due to conditions related to specific customers in NHST Media Group AS and Transport & Installation in the Wind Service segment, a provision for losses has been made to certain receivables past due 31-180 days and 181-360 days respectively. Lifetime expected credit losses has been assessed and a provision for losses has been made to certain receivables related to specific customers in Global Wind Service in the Wind Service Segment.
Liquidity risk
The Group of companies is exposed to liquidity risk when payments of financial liabilities do not correspond to the cash flow from operations and/or financing. In order to effectively mitigate liquidity risk, the Group of companies’ risk management strategy focuses on maintaining sufficient
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cash, marketable securities and/or committed credit facilities and targets a long -term funding profile. Moreover, the liquidity risk management strategy focuses on maximising the return on surplus cash as well as minimising the cost of short term borrowing and other transaction costs. In order to uncover future liquidity risk, the Group of companies forecasts both short-term and long-term cash flows. Cash flow forecasts include cash flows stemming from operations, investments and financing activities.
The liquidity risk is considered as moderate.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
(Amounts in NOK 1 000)
Due in
Carrying
Contractual
2026 and
31 December 2021
amount
cash flows
2022
2023
2024
2025
thereafter
Non-derivative financial liabilities
10 424 642
10 140 567
1 471 748
862 535
1 457 380
1 614 586
4 734 318
Derivative financial liabilities
86 043
332 104
59 017
53 164
46 889
40 328
132 706
(Amounts in NOK 1 000)
Due in
Carrying
Contractual
2025 and
31 December 2020
amount
cash flows
2021
2022
2023
2024
thereafter
Non-derivative financial liabilities
10 789 567
10 855 822
1 369 500
1 612 061
685 770
1 481 296
5 707 195
Derivative financial liabilities
317 506
395 107
69 745
57 819
52 084
45 937
169 522
Currency Risk
The Group of companies’ financial statements are presented in Norwegian kroner (NOK). Most of the subsidiaries use Euro (EUR) or British Pound (GBP) as their functional currencies. The revenues mainly consist of GBP, EUR and NOK. The operating expenses mainly consist of USD, GBP, EUR and NOK.
The Group of companies is exposed to foreign currency risks related to its operations and debt instruments. As such, the earnings are exposed to fluctuations in the currency markets. The future foreign currency exposure depends on the currency denomination of future operating revenues and expenses. In the longer term, parts of the currency exposures are neutralised due to the majority of the Group of companies’ debt is denominated in the same currencies as the revenues.
The management monitors the currency markets closely. In order to reduce the impact of currency rate fluctuations on the net income and the
statement of financial position, currency contracts are entered into when considered appropriate.
The Group of companies’ exposure to foreign currency risk was as follows based on notional amounts:
The figures are not directly comparable to the figures in the statement of financial position, as the statement of financial position shows the figures in actual currencies, net of intra group eliminations.
31 December 2021
31 December 2020
(Amounts in 1 000)
USD
GBP
EUR
USD
GBP
EUR
Gross statement of financial position exposure
-24 050
-242 151
19 768
-6 095
-359 029
-16 644
Forward exchange contract
0
0
317
0
0
-581
Net exposure
-24 050
-242 151
20 085
-6 095
-359 029
-17 225
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Currency sensitivity analysis
A 10 percent strengthening of the NOK against the following currencies at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for the previous year.
Effect in NOK 1 000
Equity
Profit or loss
31 December 2021
USD
21 210
0
GBP
287 857
0
EUR
-19 746
-316
31 December 2020
USD
5 202
0
GBP
418 132
0
EUR
17 426
609
The following significant exchange rates applied during the year:
Average rate
Reporting date spot rate
2021
2020
2021
2020
1 USD
8,5991
9,4146
8,8194
8,5326
1 GBP
11,8254
12,0635
11,8875
11,6462
1 EUR
10,1648
10,7258
9,9888
10,4703
Interest rate risk
When the Group of companies borrows funds externally, the interest rate payable is in most cases based on a floating interest rate. In order to reduce the fluctuations of interests payable, interest rate swap agreements are entered into. The Group of companies is exposed to fluctuations in interest rates for GBP, EUR, USD and NOK.
All the interest rate swaps that are entered into are used for economical hedging. Therefore, the changes in the valuation of the interest rate swaps are taken over the profit or loss statement. The quarterly update of the valuations of the interest rate swaps may result in substantial financial gains and losses, depending on the changes in the interest rate levels.
The management monitors the interest rate markets closely and enters into interest rate swap agreements when this is considered appropriate. At the reporting date approximately 37% of the financial liabilities were interest hedged.
At the reporting date the interest rate profile of the Group of companies’ interest-bearing financial instruments was:
(Amounts in NOK 1 000)
2021
2020
Fixed rate instruments
12 000
12 000
Financial liabilities (interest-hedged portion of interest-bearing debt)
-3 815 938
-3 651 140
Total
-3 803 938
-3 639 140
Variable rate instruments
Financial assets (cash and cash equivalents)
4 039 207
4 350 535
Financial liabilities (non-interest-hedged portion of interest-bearing debt)
-6 608 704
-7 138 427
Total
-2 569 497
-2 787 892
80
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Interest rate sensitivity
A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts indicated below. This analysis is on a pre-tax basis and assumes that all other variables, in particular foreign currency rates, remain constant. Changes in the market value of interest rate swap agreements are not included. The analysis is performed on the same basis as for the previous year.
Profit or loss
Equity
100 bp
100 bp
100 bp
100 bp
increase
decrease
increase
decrease
31 December 2021
Net interest costs
-25 695
25 695
-25 695
25 695
31 December 2020
Net interest costs
-27 879
27 879
-27 879
27 879
Leases as lessee
Accounting principles
At inception of a contract, the Group of companies assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group of companies uses the definition of a lease in IFRS 16.
At commencement or on modification of a contract that contains a lease component, the Group of companies allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 10). See also note 18 for information on the lease liabilities.
81
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Land and
Other
Total
(Amounts in NOK 1000)
Vessels
buildings
fixed assets
2021
2021
Balance at 1 January
17 362
423 663
15 106
456 131
Depreciation charge for the year
-16 744
-47 593
-1 449
-65 785
Impairment
0
-4 097
-3 895
-7 992
Additions to right-of-use assets
4 646
57 096
11 318
73 060
Derecognition of right-of-use assets
-339
-944
-5 623
-6 905
Currency differences
-511
-513
-582
-1 606
Balance at 31 December
4 414
427 612
14 876
446 902
Land and
Other
Total
(Amounts in NOK 1000)
Vessels
buildings
fixed assets
2020
2020
Balance at 1 January
47 407
221 034
20 482
288 923
Depreciation charge for the year
-28 123
-50 273
-6 208
-84 604
Impairment
-5 642
-2 242
0
-7 883
Additions to right-of-use assets
0
272 078
8 458
280 536
Derecognition of right-of-use assets
0
-25 144
-8 794
-33 938
Currency differences
3 719
8 209
1 169
13 097
Balance at 31 December
17 362
423 663
15 106
456 131
Amounts recognized in profit or loss
(Amounts in NOK 1000)
Leases under IFRS 16
2021
2020
Depreciation charge for the year
65 785
84 604
Interest on lease liabilities
15 576
22 665
Total Lease Expenses
505 187
430 850
Amounts recognized in statement of cash flows
(Amounts in NOK 1000)
2021
2020
Total cash outflow for leases
123 344
174 429
Most of the lease rentals in the Group of companies are related to office rental contacts in several countries, land leases regarding wind farms and lease of a jack-up vessel on time charter within Wind Service (2020). The additions to right-of-use assets in 2021 are mainly related to new office rental contracts and new land lease contract in the Renewable Energy segment and office rental leases. Expenses included in profit or loss from short-term leases are mainly related to lease of cranes and various equipment in the Global Wind Service Group.
The office rental contracts are mainly within the subsidiary NHST Media Group AS. The most significant leases are related to the main offices in the Europe and has a duration of 5-10 years, some which contain renewal options. The renewal period is a significant proportion of the leasing liability. It is assessed that it is most likely to exercise the options to extend the lease period and the calculation of the liability and right-of-use asset is based on this assumption.
The lease contract for the jack-up vessel in the Wind Service segment ceased during 2021.
82
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Also included are land leases, with fixed payments, regarding wind farms within Renewable Energy. These contracts are mainly compensation for road access, use of a compound or a minimum rent to the landowners. The land rent contracts normally have variable lease terms based on turnover or usage. These lease payments depending on turnover or usage will continue to be recognized in profit or loss when the use occurs. These payments are not included in the lease liability that is recognized under IFRS 16, due to their variable nature. The total expense relating to variable lease payments which is not included in the measurement of lease liabilities is NOK 53 million in 2021 (NOK 36 million). The cash outflow from variable leases is estimated to NOK 24 million in 2022.
The Group of companies has some short-term office rental contracts and leases of low-value items which the Group of companies has elected not to recognize as right-of-use assets and lease liabilities.
Leases as lessor
Accounting principles
At inception or on modification of a contract that contains a lease component, the Group of companies allocates the consideration in the contract to each lease component based on their relative stand-alone prices.
When the Group of companies act as a lessor, it determines at lease inception whether each lease is a lease liability or an operating lease. To classify each lease, the Group of companies makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a lease liability; if not, then it is an operating lease. As part of this assessment, The Group of companies consider certain indicators such as whether the lease is for a major part of the economic life of the asset.
If an arrangement contains lease and non-lease components, then the Group of companies applies IFRS 15, Revenue from contracts with customers, to allocate the consideration in the contract. The Group of companies applies the derecognition and impairment requirements in IFRS 9, Financial instruments, to the net investment in the lease.
For further details, see note 5.
83
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 24 – Capital commitments
(Amounts in NOK 1000)
Per year end 2021
Per year end 2020
Project
Committed
Capitalised
Remaining
Committed
Capitalised
Remaining
Renewable Energy
Högaliden
772 162
724 675
47 487
811 448
686 328
125 120
Misc.
0
0
0
9 317
0
9 317
Total
47 487
134 437
Wind Service
New crane and upgrade of Bold tern
612 313
349 021
263 292
326 883
147 556
179 327
New crane Brave tern
365 590
36 010
329 580
0
0
0
Total
592 872
179 327
Cruise
Bolette
6 236
0
6 236
2 337
0
2 337
Borealis
5 579
0
5 579
0
0
0
Braemar
447
0
447
0
0
0
Balmoral
6 136
0
6 136
0
0
0
Misc.
8 747
0
8 747
30 796
0
30 796
Total
27 145
33 133
Remaining capital commitments
667 504
346 898
The Group of companies is subject to various legal and tax claims arising in the normal course of business which the Group of companies assesses on a regular basis.
Outstanding receivables from customers
Universal Foundation (UF) is a company involved in the design and installation support for two Mono Bucket foundations at the Deutsche Bucht project. UF received a notification of liability from Van Oord in late 2019 under the Foundation Design Agreement. The Company has reported on this issue in the quarterly reporting during the year. In the fourth quarter of 2021 there was further communication between the parties, and Van Oord and now also their customer argue that they have incurred significant losses and may seek to pursue claims beyond contractual limitations of liability. The position of UF is that any such claim would be without merit and consequently the accounts have made no provision for the same matter.
Outstanding issues from suppliers
No significant outstanding issues recognized as per year end 2021.
Tax disputes
No significant outstanding tax issues recognized as per year end 2021.
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 26 – Related party information
In the ordinary course of business, the Group of companies recognizes certain business transactions with accounting wise related parties. This note addresses the background, the services included, the compensation principles as well as the governance principles applied to such main arrangements.
Fred. Olsen & Co.
The origin of the firm FOCO dates back to 1848. The current proprietor of Fred. Olsen & Co. (FOCO), Anette Sofie Olsen, identifies the fifth generation Olsen and can draw an uninterrupted line of business conduct back to 1848. Whilst some Fred. Olsen-related activities are investments by the Company, others remain private - but they all stem from the private entrepreneurship back in 1848.
A good example is the Renewable Energy business segment, which in the early nineties of the last century evolved out of private Fred. Olsen-related green energy activities in the moorlands of Scotland. At the time this was far from what the maritime oriented the Company were focusing on. However, on the back of these activities an opportunity was made available for The Company to expand its business interests into investing in constructing, owning and operating windfarms, initially primarily in the UK.
FOCO has for generations managed, the day-to-day operation of the Company. The public sphere of the Fred. Olsen-related activities was in earlier years centred around five shipping companies, all listed on the Oslo Stock Exchange and each engaged in distinct business activities and operated by FOCO. Following various mergers, the latest in May 2016, The Company became the sole surviving entity out of these five companies, but now with investments in a variety of diversified business segments, each subject to autonomous corporate structures and accordingly with distinct managements.
Over the years FOCO has in addition also been engaged in day-to-day operation or provision of professional services to other companies and investment funds.
In addition to being in charge of the day-to-day operation of The Company, FOCO today also provides a variety of professional services market terms to predominantly subsidiaries of the Company engaged in the various business segments within which the Company is invested. FOCO only to a very limited degree provides services to private Fred. Olsen-related companies, and then at rates equal to those applied to subsidiaries of the Company.
The Board of Bonheur is satisfied that the arrangement with FOCO in charge of the day-to-day operation of the Company, which for decades has proved successful, also today is very suitable.
The Board is of the view that the business segments within which the Company at any one point in time is invested through subsidiaries, must be operated on an autonomous basis. At the same time, and partly for the same reason, it is of significant value to the Company that FOCO with its experience and knowledge on a professional basis assist each of these business segments in achieving their respective goals. That in turn provides a unique platform for FOCO to be able to efficiently provide such day-to-day operation of the Company that is needed. By FOCO being in charge of both the day-to-day operation of the Company and the provision of a variety of services to subsidiaries of Bonheur, the Company and FOCO achieve cost and competence synergies. Such benefits are realized without any interests being compromised.
For its services to the Company, FOCO is compensated through a cost-plus model. A mark-up commensurable with margins used in comparable uncontrolled transactions is applied on top of a cost base consisting of documented expenses mainly related to personnel, external consultancy services, rent and IT expenses (see below table). Defined contribution pension relative to FOCO is included in the above cost base, while defined benefit pension costs relative to FOCO, hereunder pension to Mr. Fred. Olsen, do not form part of this cost base but are charged directly to the Company. The profit margin on ordinary services payable to FOCO has in recent years equalled 12 %.
The compensation model also allows for a potential limited annual bonus to FOCO on top of the ordinary compensation, conditional on to what extent different criteria have been met. Such bonus has since 2014 varied between 0, and NOK 3.3 million out of NOK 5.6 million, which currently identifies the maximum obtainable bonus.
The compensation model is monitored by the Shareholders’ Committee who applies it in connection with its annual recommendation to the Board on compensation and possible bonus to FOCO. The five members of the Shareholders’ Committee are all independent of the majority shareholders of the Company. When dealing with these recommendations, the Board will be constituted by its, in this regard non-conflicted Directors. The Board of the Company consists of six Directors out of which four Directors are independent of the majority shareholders of the Company and of FOCO.
The aforementioned compensation - together with a possible bonus - is the only compensation FOCO receives. The profit margin and the maximum obtainable bonus is subject to regular third-party benchmarking and review, performed every 3 years, last time in 2019, also monitored by the Shareholders’ Committee.
85
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
(Amounts in NOK 1000)
2021
2020
Costs together with profit margin and bonus to Fred. Olsen & Co., charged to the Company
114 768
112 175
Costs and fees charged to subsidiaries
59 826
51 066
Amount outstanding between Fred. Olsen & Co. and the Company *)
-12 938
-6 203
Amount outstanding between Fred. Olsen & Co. and subsidiaries of the Company *)
-2 699
-2 982
*) Short term outstanding in connection with current operations.
Renewable Energy
Natural Power Consultants, which was incorporated in 1995, provides business development and wind farm site investigations in the UK. Certain assets and activities have previously been spun off to FOR. Since then and today, Natural Power Consultants is a provider of services to FOR as well as other, unrelated companies as a third-party renewable energy consultancy and service provider.
Zephir Ltd. provide wind measurement tools (Wind Lidars) for wind farm Development, Site Construction through to Site and Project Operations as well as in other Weather Monitoring activities.
ZX Measurement Services provide wind measurement services such as lidar rental, campaign design and optimization, analysis etc.
Natural Power Consultants, Zephir Ltd. and ZX Measurement Ltd. are owned by Fred. Olsen Ltd (FOL) which is owned by the private Fred. Olsen-related companies AS Quatro and Invento AS; both major shareholders in the Company.
Scope of services:
Natural Power Consultants provides both consultancy services and operations-related services for FOR’s wind farms in the UK. FOR has contracted Natural Power Consultants to provide site and asset management services for its wind farms in the UK and also to provide specific consultancy services mainly related to planning, environmental, technical, construction, and geotechnical services within renewable energy.
Invoiced from related parties (NOK 1 000)
2021
2020
Natural Power Consultants Ltd. (NPC with subsidiaries - asset management services)
96 339
110 857
Natural Power Consultants Ltd. (NPC with subsidiaries - other consultancy services)
23 853
26 436
Fred. Olsen Ltd.
4 924
4 502
Fred. Olsen & Co.
20 658
18 707
Zephir Ltd.
2 596
14 247
ZX Measurement Services Ltd.
4 773
3 628
Fred. Olsen Ocean AS
684
0
Total paid to related parties
153 827
178 378
FOR hires and shares office locations and other administrative services such as HR and IT support from FOL in London.
Governance
All contracts between respectively FOR and Natural Power Consultants, and FOR and FOL are based on the arm’s length principle. The asset management services are, in accordance with shareholder and loan agreements within FOR, at regular intervals and with advice from independent expert benchmarked and tested against comparable contracts tendered in the market to ensure they are at terms comparable to those available in the market.
FOCL has its commercial operation located in Ipswich (UK) while its technical operation is located in Oslo. The segment is subject to the following related party interests:
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Shared Services with Fred. Olsen Ltd.
FOCL has for many years been part of and has benefited from a wide range of shared services, such as HR, IT and administration, under an office community with FOL in an office building at White House Road, Ipswich. The rents are at market terms and subject to annual review. The other services from FOL are paid for at cost.
For further enhancement of the office situation in Ipswich, it has been decided to extend and improve the office building at White House Road, Ipswich. Together with FOL, FOCL have established a joint venture company (Fred. Olsen House (JV) Ltd. (FOHJV)) for the purpose of having the building transferred and for funding of the necessary extension and improvement works. FOCL has made a cash investment of GBP 2.6 million as its 50% share in FOHJV. The investment is included under Financial fixed assets.
Travel agency services from Fred. Olsen Travel Ltd. FOTL is a subsidiary of FOL.
FOTL (UK) facilitates relevant flight bookings for the crew employed by FOCL and some passengers and also acts as an ordinary sales agent for cruise holidays operated by FOCL. These services, however, only amount to a minor share of FOTL’s total revenues. The crew flights services are based on cost plus a service fee per booking. The sales agency is paid a commission on similar terms to other commercial agreements in place between FOCL and independent agents.
Crewing services from Bahia Shipping Services Inc.
FOCL deploy crew partly from the Philippines with Bahia Shipping Services Inc. based in Manila (Bahia). Bahia came about in 1987 out of a need for a professional crewing company to provide qualified personnel and secure fair treatment of the crew. The majority of the crewing companies in the Philippines at that time did not meet FOCL’s HSEQ requirements in this respect, which was the key reason for Bahia coming into existence. Fred. Olsen jnr. owns 25% of Bahia Shipping Services, while the remaining 75% is owned by non-related Philippine third parties.
In 2021 Fred. Olsen Jnr. received NOK 1.7 million (2020: NOK 1.7 million) as an aggregate compensation as chairman of the board of FOCL and for other work carried out to FOCL and subsidiaries. Fred. Olsen Jnr. is one of the indirect ultimate owners of AS Quatro and Invento AS.
Bahia is delivering a complete set of crewing services for crew out of the Philippines, including recruitment, interviewing, testing, training, legal matters, travel arrangements etc. Bahia also facilitates flight bookings for crew travelling from the Philippines to the cruise vessels. The major part of what is paid to Bahia is a pass-through service of wages to crew members (allotment) being funds transferred via Bahia for payment to the crew in the Philippines. Bahia provides crewing services also to other, non-Fred. Olsen-related shipping companies. Cost of crew flights are based on actual cost. Recruitment fees are based on market rates and subject to market testing. Bahia’s agency fee is a flat fee negotiated between FOCL and Bahia and based both on market rate and assessment of hours effort required. The numbers in the first table below reflect net amounts, pass-through expenses are excluded.
Invoiced from related parties (NOK 1 000)
2021
2020
Fred. Olsen Travel Ltd (commissions paid on crew flights etc)
600
1 260
Fred. Olsen Travel Ltd (commissions earned on sale of cruise tickets)
1 842
1 737
Bahia Shipping Services Inc. (Agency fee for crewing services)
4 273
4 507
Fred. Olsen & Co. (Invoiced for admin fee for Group services)
1 574
688
Commissions and fees paid to related parties
8 289
8 192
The table below reflects gross numbers and thus also pass-through expenses.
Invoiced from related parties (NOK 1 000)
2021
2020
Fred. Olsen Ltd. (Office premises - lease)
0
1 701
Fred. Olsen Ltd. (Infrastructure and establishment services)
7 190
8 837
Fred. Olsen Ltd. (Office management and personnel services)
15 142
15 685
Cost for office premises, Infrastructure and office management paid to Fred. Olsen Ltd.
22 332
26 223
Other transactions with related parties
The Wind Service segment of the Company was invoiced NOK 22 million (2020: NOK 25 million) for services from Fred. Olsen & Co. (FOCO).
87
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Bahia has provided certain crewing services to the Wind Service segment of which a commission of NOK 0.7 million (2020: NOK 0.6 million) was paid.
FOCO in 2021 paid NOK 5.7 million (2020: 5.6 million) to the Group of companies for rent of office space. The rent is market based and on similar terms as for other tenants in the quarter in Fred. Olsens gate 2 in Oslo.
The Company rents an office building in Hvitsten from a private Fred. Olsen-related company. Rent paid in 2021 as well as in 2020 was NOK 0.4 million.
Mr. Fred. Olsen is party to a consultancy agreement with FOCO. In 2021, NOK 5.2 million was paid under this consultancy agreement (2020: NOK 5.2 million). Such payment is part of the costs charged to Bonheur.
Members of the Board of Directors, the managing director and other related parties hold per year end 2021 in total NOK 13 million of BON06, BON07, BON08 and BON09 bond loans (2020: NOK 63 million).
As per 31 December 2021 the members of the Board, members of the Shareholders' Committee and the Managing Director owned and/or controlled directly and/or indirectly, the following number of shares in the Company:
Board of directors:
Shareholders' committee:
Managing Director:
Fred. Olsen
40 586
Einar Harboe
109
Anette S. Olsen
2 942
Carol Bell
1 200
Jørgen G. Heje
2 180
Bente Hagem
1 505
Bård Mikkelsen
0
Andreas Mellbye
0
Ole Kristian Aabø-Evensen
0
Nick Emery
0
Christian F. Michelet
0
Jannicke Hilland
0
Private Fred. Olsen related interests directly and/or indirectly owned or controlled 22 035 780 shares in the Company.
88
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Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Note 27 – Group of companies
Accounting policies
The consolidated financial statements include the Company and its subsidiaries. A company within the Group of companies controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Bonheur ASA is the parent in the Group of companies with the following subsidiaries:
Country of incorporation
Ownership interest
Votes, percentage
2021
2020
Fred. Olsen Seawind ASA 1)
Oslo, Norway
100,00%
0,00%
100,00%
Fred. Olsen Renewables AS 1)
Oslo, Norway
100,00%
100,00%
100,00%
- Fred. Olsen Wind Ltd.
UK
51,00%
51,00%
51,00%
- Fred. Olsen CBH Ltd.
UK
51,00%
51,00%
51,00%
Fred. Olsen Ocean Ltd.
Hamilton, Bermuda
100,00%
100,00%
100,00%
- Fred. Olsen Windcarrier AS
Oslo, Norway
100,00%
100,00%
100,00%
- Global Wind Services A/S
Fredericia, Denmark
92,16%
92,16%
92,16%
First Olsen Holding AS
Oslo, Norway
100,00%
100,00%
100,00%
NHST Media Group AS
Oslo, Norway
55,00%
55,00%
55,13%
Fred. Olsen Travel AS
Oslo, Norway
100,00%
100,00%
100,00%
Fred. Olsen Insurance Services AS
Oslo, Norway
100,00%
100,00%
100,00%
AS Stavnes Byggeselskap
Oslo, Norway
100,00%
100,00%
100,00%
Fred. Olsen Spedisjon AS
Oslo, Norway
100,00%
100,00%
100,00%
Fred. Olsen 1848 AS 2)
Oslo, Norway
100,00%
0,00%
100,00%
Fred. Olsen Investments AS
Oslo, Norway
100,00%
0,00%
100,00%
Fred. Olsen Cruise Lines Pte Ltd
Singapore
100,00%
100,00%
100,00%
Ganger Rolf AS 3)
Oslo, Norway
100,00%
100,00%
100,00%
Fred. Olsen Canary Lines S.L. 3)
Spain
100,00%
100,00%
100,00%
Felixstowe Ship Management Ltd. 3)
UK
99,85%
99,85%
99,85%
Number of shares
Book value shares
Result for the year
Equity
Fred. Olsen Seawind ASA 1)
10 000 000
71 000
-104 021
78 997
4)
Fred. Olsen Renewables AS 1)
30 000
1 779 107
1 153 078
217 791
4)
- Fred. Olsen Wind Ltd.
400 002
1 704 382
960 977
-102 824
4)
- Fred. Olsen CBH Ltd.
153
594 403
-24 650
259 921
4)
Fred. Olsen Ocean Ltd.
39 993 796
2 749 285
248 808
3 260 415
4)
- Fred. Olsen Windcarrier AS
5 000 000
182 312
170 844
2 575 770
4)
- Global Wind Services A/S
940 000
476 391
70 924
241 201
4)
First Olsen Holding AS
1 000 100
1 274 091
-782 992
-467 649
4)
NHST Media Group AS
882 371
271 622
5 366
-57 639
4)
Fred. Olsen Travel AS
1 500
0
120 402
28 541
89
89
Bonheur ASA – Group of CompaniesNotes
Bonheur ASA – Annual Report 2021
Fred. Olsen Insurance Services AS
4 482
7 914
-3 514
7 914
AS Stavnes Byggeselskap
11 000
26 333
-2 439
26 333
Fred. Olsen Spedisjon AS
700
6 771
-1 265
6 771
Fred. Olsen 1848 AS 2)
30
3 000
-9
2 991
Fred. Olsen Investments AS
1 000
10 000
-126
9 874
Fred. Olsen Cruise Lines Pte Ltd
1 000 000
6 230
252
18 816
Ganger Rolf AS 3)
30 000
31
0
15
Fred. Olsen Canary Lines S.L. 3)
100
96
0
0
Felixstowe Ship Management Ltd. 3)
15 151
965
0
0
Voting rights in the companies equal the ownership interest.
1) Fred. Olsen Renewables AS has in 2021 separated offshore wind into a separate business unit named Fred. Olsen Seawind ASA with effect from 1 December 2021. This company was previous Fred. Olsen Renewables AS. A new company, named Fred. Olsen Renewables AS was established, and the existing wind farms were transferred into this company. Both companies are 100% owned by Bonheur ASA.
2) Previous FOO AS.
3) Based on the Company’s ownership interest the companies are classified as subsidiaries, but due to no or insignificant activity the companies are not consolidated in the Group of companies.
4) Group Company result and equity.
In January 2022, FOS was granted an option lease on the ScotWind project for the development of a floating wind farm off the coast of Scotland together with their JV partner Vattenfall. The project has a planned capacity of 798 MW.
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Bonheur ASA – Annual Report 2021
Income Statement (NGAAP)
(Amounts in NOK 1000)
Note
2021
2020
Other income
12
17 982
12 675
Total income
17 982
12 675
Operating expenses
1
-149 415
-141 836
Depreciation
3
-5 014
-4 431
Total operating expenses
-154 429
-146 267
OPERATING RESULT
-136 447
-133 592
Interest income
7
31 952
26 283
Dividends
15
224 517
0
Foreign exchange gains
22 798
208 331
Gain on sale of bonds and securities
5
140
125
Other financial income
2 263
7 739
Total financial income
281 670
242 478
Other interest expenses
9
-91 592
-104 195
Foreign exchange losses
-30 259
-167 382
Loss on sale of bonds and securities
5, 6
-123
-7 165
Other financial expenses
16
-7 562
-121 369
Total financial expenses
-129 536
-400 111
Net financial items
152 134
-157 633
RESULT BEFORE TAX
15 687
-291 225
Current tax
11
0
0
Deferred taxes
11
0
0
RESULT FOR THE YEAR
15 687
-291 225
Proposed allocations:
Dividends
8
182 887
170 128
Other equity
8
-167 200
-461 353
Total allocations
15 687
-291 225
91
91
Bonheur ASA – Annual Report 2021
Balance Sheet (NGAAP)
(Amounts in NOK 1000)
Note
2021
2020
Assets
Non-current assets
Real estate
3
37 853
40 593
Other property, plant and equipment
3
28 428
28 730
Total property, plant and equipment
66 281
69 323
Investments in subsidiaries
4
6 205 479
6 116 703
Investments in other shares
5
94 803
54 820
Bonds
6
279 046
292 607
Other receivables
7
955 472
769 193
Pension funds
2
12 996
9 935
Financial fixed assets
7 547 796
7 243 258
Total non-current assets
7 614 077
7 312 581
Current assets
Short-term securities
5
39 710
36 528
Current receivables
7
391 194
11 260
Restricted cash
14
501 916
501 904
Cash and cash equivalents
14
1 786 001
2 405 933
Total current assets
2 718 821
2 955 625
TOTAL ASSETS
10 332 898
10 268 206
Equity and liabilities
Equity
Share capital
8
53 165
53 165
Additional paid in capital
143 270
143 270
Total paid in capital
196 435
196 435
Other equity
6 646 850
6 810 326
Total equity
8
6 843 285
7 006 761
Liabilities
Pension liabilities
2
493 100
477 041
Total provisions
493 100
477 041
Bond loans non-current
2 186 355
1 988 660
Total non-current liabilities
9
2 186 355
1 988 660
Bond loans current
499 875
599 700
Other current liabilities
310 283
196 044
Total current liabilities
9
810 158
795 744
Total liabilities
3 489 613
3 261 445
TOTAL EQUITY AND LIABILITIES
10 332 898
10 268 206
Guarantees
10
500 820
282 195
Oslo, 4 April 2022
Bonheur ASA – The Board of Directors
Fred. Olsen
Carol Bell
Bente Hagem
Jannicke Hilland
Andreas Mellbye
Nick Emery
Chairman
Director
Director
Director
Director
Director
Sign.
Sign.
Sign.
Sign.
Sign.
Sign.
Anette Sofie Olsen
Managing Director
Sign.
92
92
Bonheur ASA
Bonheur ASA – Annual Report 2021
Cash Flow Statement (NGAAP)
(Amounts in NOK 1000)
Note
2021
2020
Cash flow from operating activities:
Net result after tax
8
15 687
-291 225
Adjustments for:
Depreciation
3
5 014
4 431
Impairment of investments
16
2 364
115 975
Pension costs
29 642
32 041
Amortisation of borrowing costs
4 052
4 151
Unrealized currency gains (-) / losses
8 668
21 221
Interest income
-31 952
-26 283
Dividends
-224 517
0
Interest expenses
91 592
104 195
Gains (-) / losses on sale property, plant and equipment
3
-75
0
Gains (-) / losses on sale of shares and bonds
-17
7 040
Taxes
11
0
0
Cash generated before changes in working capital and provisions
-99 542
-28 454
Increase (-) / decrease in trade and other receivables
-2 769
-752
Increase / decrease (-) in current liabilities
865
-9 960
Net cash generated from operations
-101 446
-39 166
Interest paid
-90 919
-110 777
Tax paid
11
0
0
Net cash from operating activities
-192 365
-149 943
Cash flow from investing activities:
Proceeds from sale of property, plant and equipment
3
75
0
Proceeds from sale of shares and bonds
106 029
72 962
Interest received
19 709
20 098
Dividends received
173 636
0
Acquisitions of property, plant and equipment
-1 971
-1 581
Acquisitions of shares in subsidiaries, other shares and bonds
4
-554 788
-358 260
Net change in long term receivables
-184 135
-803 113
Net cash flow from investing activities
-441 445
-1 069 894
Cash flow from financing activities:
Increase in borrowings
9
784 018
694 026
Repayment of borrowings
9
-600 000
-500 000
Dividends paid
8
-170 128
-182 887
Net cash flow from financing activities
13 890
11 139
Net change in cash and cash equivalents
-619 920
-1 208 698
Cash and cash equivalents at 1 January
14
2 907 837
4 116 535
Cash and cash equivalents at 31 December
14
2 287 917
2 907 837
93
93
Bonheur ASA
Bonheur ASA – Annual Report 2021
Bonheur ASA is an investment company performing Group Management, Corporate Functions, and the Group’s internal bank (Group Treasury).
The accounts have been prepared in accordance with the Norwegian accounting act and generally accepted accounting principles in Norway. The annual accounts give a true and fair view of assets and liabilities, financial status and result.
All figures presented are in NOK unless otherwise stated.
The annual accounts are based on basic policies related to historical cost, comparability, going concern, congruence and prudence. Specific transactions are recognized at fair value of the date of the transactions. Revenues from house rental, which is invoiced monthly, is recognized in the income statement once invoiced.
Assets related to receivables payable within one year are classified as current assets. Other assets are classified as non-current assets. An equivalent principle is applied to liabilities. Instalments related to long term debt payable within one year are classified as short-term liabilities.
Bonheur ASA’s significant accounting principles are consistent with the accounting principles for the Group, as described in note 1 and in the separate notes of the consolidated financial statements. Where the notes for the parent company are substantially different from the notes for the Group, these are explained below. Otherwise, refer to the notes to the consolidated financial statements.
Foreign currency items and derivatives
Short and long-term assets and liabilities are valued at currency rates prevailing at year end. Unrealized losses are expensed, and unrealized gains are accounted for as financial income.
Currency- and interest rate swaps are valued according to the lower of cost and market value principle, i.e. unrealized losses are accounted for in the income statement and balance sheet.
Shares and other securities
Long term investments in subsidiaries and associated companies are classified as financial fixed assets in the balance sheet and measured at the lower of cost and fair value. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or have rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Long term and short-term investments in other shares and bonds held to maturity date, are classified as financial fixed assets or current assets in the balance sheet and measured at the lower of cost and fair value. Average cost is used when gains/losses on sale of shares and bonds are calculated. Gains/losses on sale of securities are recognized in the income statement as financial income/losses.
At the reporting dates, the carrying amounts of fixed assets are reviewed to determine whether there is an indication of impairment. Fixed assets are written down to their recoverable amount if this is lower than the carrying amount, and the decline is expected to be permanent. The recoverable amount is the higher of an asset or cash generating unit’s fair value less cost of disposal and its value in use. For investments that are not actively traded in the market, fair value is determined using valuation techniques such as e.g. using recent arm’s length market transactions. Value in use is the present value of future cash flows expected to be derived from an asset or cash generating unit.
Cash and cash equivalents
Cash and cash equivalents include cash and bank deposits held with financial institutions, both unrestricted and restricted, and other current, liquid investments.
Management expenses
The Company’s relative share of Fred. Olsen & Co.'s management expenses are charged to «operating expenses» in the income statement.
Pension cost/-commitments
The Company has chosen to follow IAS 19 also for the parent company’s presentation of the pension costs, as optionally granted in NRS 6.
Net pension cost, which consists of gross pension cost, less estimated return on plan assets adjusted for the impact of changes in estimates and pension plans, are classified as an operating cost, and is presented in the line item “operating expenses” whereas the changes in estimates are recognized in equity.
Dividends received
Dividend income is recognised in profit or loss on the date that the company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Dividends from non-listed securities are recognised in profit or loss at the date the company receives the dividends.
94
94
Bonheur ASA
Bonheur ASA – Annual Report 2021
Transactions with related parties
Purchase and sale transactions with related parties in Norway, in line with the Norwegian Companies Act § 3-9, are carried out to the general business terms and principles. The same applies to the purchase from and sale to foreign related parties. Recognition, classification etc follow the Act’s general principles. There are written agreements for significant transactions. Transactions with related parties are specified in note 12.
Bonheur ASA’s share of revenues, expenses (e.g., administration fee and IT fee), gains and losses not attributable to a particular company in the same group is based on allocation keys in accordance with good business practice.
Note 1 – Personnel expenses, professional fees to the auditors and other operating expenses
The Company has no employees. The position as managing director is held by Anette S. Olsen as part of the day-to-day operation of the Company provided by Fred. Olsen & Co. (FOCO). See note 12.
FOCO has for the same period charged subsidiaries and other company related parties for comparable services under separate agreements
(Amounts in NOK 1 000)
Note
2021
2020
Remuneration etc
Admin. costs together with profit margin and bonus to FOCO, charged the Company
12
85 126
80 134
Employee benefits/pension costs related to FOCO, charged the Company
2,12
29 642
32 041
Fees to the Board of Directors and Shareholders' Committee
4 086
4 075
Other operating expenses **)
30 561
25 586
Total Operating expenses
149 415
141 836
(Amounts in NOK 1 000)
2021
2020
**) Hereof professional fees to the auditors
Statutory audit
4 696
3 332
Other audit related services
0
1 511
Tax advice
0
101
Other services outside the audit scope
69
45
Total (VAT included)
4 765
4 988
Remuneration to the Board of Directors and the Shareholders Committee
In 2021, the members of the Board received the following directors’ fees:
(Amounts in NOK 1000)
2021
2020
Fred. Olsen, Chairman of the Board
1 420
1 420
Andreas Mellbye
350
358
Helen Mahy (to 17 July 2020)
0
49
Carol Bell *)
393
400
Nick Emery *)
393
406
Bente Hagem (from 17 July 2020)
350
306
Jannicke Hilland (from 17 July 2020)
350
306
Total compensations
3 256
3 245
*) Includes compensation for overnight stops in connection with Board Meetings.
95
95
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
Remuneration to the Shareholders’ Committee:
(Amounts in NOK 1000)
2021
2020
Christian Fr. Michelet
190
190
Einar Harboe
160
160
Jørgen G. Heje
160
160
Bård Mikkelsen
160
160
Ole Kristian Aabø-Evensen
160
160
Total compensations
830
830
The Company has no employees, although the position of managing director is held by Anette S. Olsen as part of the overall managerial services under an agreement with FOCO, comprising also financial, accounting and legal services. The Company is charged for the execution of these services and is liable for the pension obligations related to the employees of FOCO. See note 12.
Employees of FOCO, who were employed before 1 June 2012, are members of FOCO’s Pension Fund. Members of the pension fund have the right to future pension benefits (defined benefit plan) based upon the number of contribution years and salary level at retirement. The pension scheme is administered by FOCO’s Pension Fund, which is a separate legal entity, mainly investing its funds in interest bearing securities and shares in Norwegian listed companies. As per 31 December 2021, 98 employees in FOCO were members of the defined benefit scheme in the pension fund (2020: 104), whereof 77 pensioners (2020: 81).
All persons employed after 1 June 2012 are offered a Defined Contribution Scheme. All employees as at June 2012 decided to keep their defined benefit plans. The pension schemes are accounted for in accordance with IAS19. The pension plans are in compliance with the Norwegian requirements for Mandatory Service Pension (OTP)
The Company has unfunded (unsecured) pension obligations towards 23 of FOCO’s directors and senior managers with a salary exceeding 12 G (of whom 12 pensioners). The directors have the right to an early pension upon reaching 65 years of age, while other managers have a retirement age of 70 years. The pension obligations represent 66% of the relevant salary at the time of retirement.
(Amounts in NOK 1 000)
2021
2020
Present value of unfunded obligations
-493 100
-477 042
Present value of funded obligations
-241 838
-250 420
Total present value of obligations
-734 939
-727 462
Fair value of plan assets
254 834
260 355
Net liability for defined benefit obligations
-480 105
-467 107
Hereof unfunded pension plans
-493 101
-477 042
Hereof funded pension plans
12 996
9 935
Recognized net defined benefit obligations
-480 105
-467 107
Expected payment of benefits from the funded plans are in 2022 estimated to be 11.4 million.
Expected contributions to funded defined benefit plans in 2022 are NOK 3.2 million.
Expected payment of benefits from the unfunded plans are in 2022 estimated to be 20.8 million.
96
96
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
Movement in net liability of defined benefit obligations:
Funded obligations
Unfunded obligations
Total obligation
(Amounts in NOK 1000)
2021
2020
2021
2020
2021
2020
Balance at 1. January
9 935
23 959
-477 042
-435 222
-467 107
-411 263
Pension contribution
3 178
5 565
0
0
3 178
5 565
Benefits paid by the plan *)
0
0
9 741
8 477
9 741
8 477
3 178
5 565
9 741
8 477
12 919
14 042
Included in profit and loss:
Interest
174
599
-8 263
-10 775
-8 089
-10 176
Current Service cost
-6 458
-6 047
-15 095
-15 818
-21 553
-21 865
Net pension cost
-6 284
-5 448
-23 358
-26 593
-29 642
-32 041
Included in equity
Actuarial gain/(loss) arising from:
Financial assumptions
7 568
-8 434
-2 442
-23 704
5 126
-32 138
Return on plan assets
-1 401
-5 707
0
0
-1 401
-5 707
6 167
-14 141
-2 442
-23 704
3 725
-37 845
Balance as at 31. December
12 996
9 935
-493 100
-477 042
-480 105
-467 107
*) Payment of benefits from the funded defined benefit plans were in 2021 NOK 11.8 million (2020: NOK 12.6 million). Payments are covered by funds from the pension trust and are netted out in the table above.
The principal actuarial assumptions at the balance sheet date are the same as used for the Group of companies, please see note 19 in the consolidated accounts. Assumptions are based on the guidance from The Norwegian Accounting Standards Board (NASB), and other relevant sources.
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts below:
Increase in PBO: 1)
(Amounts in NOK 1 000)
2021
Future salary increase with 0.25%-points
-6 155
Future pension increase with 0.25%-points
-23 504
Discount rate decreases with 0.25%-points
-29 850
Future mortality, increased by 1 year longevity
-35 658
1) Projected Benefit Obligation
97
97
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
Note 3 - Property, plant and equipment
(Amounts in NOK 1000)
Real estate
Other assets
Total
Cost price as per 01.01.20
92 296
33 412
125 708
Purchases
148
1 851
1 999
PPE acquired from subsidiary
21 517
27 492
49 009
Cost price as per 31.12.20
113 961
62 755
176 716
Cost price as per 01.01.21
113 961
62 755
176 716
Purchases
943
1 029
1 972
Disposals
0
-792
-792
Cost price as per 31.12.21
114 904
62 992
177 896
Accumulated depreciation as per 01.01.20
-67 322
-10 440
-77 762
Depreciation current year
-3 363
-1 068
-4 431
PPE acquired from subsidiary
-2 683
-22 517
-25 200
Accumulated depreciation as per 31.12.20
-73 368
-34 025
-107 393
Accumulated depreciation as per 31.12.21
-73 368
-34 025
-107 393
Depreciation current year
-3 683
-1 331
-5 014
Accumulated depreciation assets sold
0
792
792
Accumulated depreciation as per 31.12.21
-77 051
-34 564
-111 615
Carrying amount as per 01.01.21
40 593
28 730
69 323
Carrying amount as per 31.12.21
37 853
28 428
66 281
Expected economic life
25 years
Cars: 7 years
Depreciation schedule is linear for all categories
98
98
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
Note 4 - Subsidiaries
(Amounts in NOK 1000)
Business Office
Owner-ship
Votes, percentage
Number of shares
Book value shares
Result for the year
Equity
Fred. Olsen Seawind ASA
Oslo
100%
100%
10 000 000
71 000
-104 021
78 997
1) 2)
Fred. Olsen Renewables AS
Oslo
100%
100%
30 000
1 779 107
1 153 078
217 791
1) 2)
Fred. Olsen Ocean Ltd.
Oslo
100%
100%
39 993 796
2 749 285
248 808
3 260 415
1)
First Olsen Holding AS
Oslo
100%
100%
1 000 100
1 274 091
-782 992
-467 649
1) 3)
NHST Media Group AS
Oslo
55%
55%
882 371
271 622
5 366
-57 639
1) 4)
Fred. Olsen Insurance Services AS
Oslo
100%
100%
1 500
0
120 402
28 541
Fred. Olsen Travel AS
Oslo
100%
100%
4 482
7 914
-3 514
7 914
5)
Stavnes Byggeselskap AS
Oslo
100%
100%
11 000
26 333
-2 439
26 333
6)
Fred. Olsen Spedisjon AS
Oslo
100%
100%
700
6 771
-1 265
6 771
7)
Fred. Olsen 1848 AS
Oslo
100%
100%
30
3 000
-9
2 991
8)
Fred. Olsen Investments AS
Oslo
100%
100%
1 000
10 000
-126
9 874
9)
Fred. Olsen Cruise Lines PTE Ltd.
Singapore
100%
100%
1 000 000
6 230
252
18 816
Ganger Rolf AS
Oslo
100%
100%
30 000
31
0
15
10)
Fred. Olsen Canary Lines S.L.
Spain
100%
100%
100
96
-
0
10)
6 205 479
1) Group Company Equity based on IFRS.
2) Fred. Olsen Renewables AS has in 2021 separated offshore wind into a separate business unit named Fred. Olsen Seawind ASA with effect from 1 December 2021. This company was previous Fred. Olsen Renewables AS. A new company, named Fred. Olsen Renewables AS was established, and the existing wind farms were transferred into this company. Both companies are 100% owned by Bonheur ASA.
3) The Group of companies continuously evaluates its assets on an individual basis at each reporting date to determine whether there is an objective evidence of impairment within the various business segments (for more information see note 10 for the Group of companies.
Based on the challenging situation the cruise business has experienced during 2021, an impairment assessment has been made regarding the cruise fleet per year end 2021. A cash flow model has been applied and is based on strategic plans for the cruise fleet and budget and forecast figures for the period 2022-2042. The calculation is based on different economic lifetime for the individual vessels and based on full operation for one vessel, gradual operations during first half year of 2022 for two of the vessels, while the fourth vessel has an estimated restart from the second quarter 2023. The weighted average cost of capital (WACC) used in the calculation of discounted cash flows is 10.5%.
The Company performed sensitivity analysis to the value in use for changes in certain assumptions as WACC, fuel prices, ticket income inflation and occupancy rates.
4) An impairment assessment was made by year end with the conclusion that no impairment is required for the Company's investment in NHST. The assessment is based on Bonheur’s continuous ownership in NHST, and the underlying values of the assets in NHST. The impairment assessment is based on the principles and assumptions made when the impairment testing was performed for the underlying CGUs. See further information in note 11 for the Group Financial statement.
The Company performed sensitivity analysis to the changes in revenue and WACC to test the impairment estimates.
5) In 2021 there was an increase of the paid in capital of NOK 6 million (NOK 5 million), with a write down of NOK 2.3 million by year end 2021 (NOK 7.8 million).
99
99
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
6) In 2021 there was an increase of the paid in capital of NOK 2 million (NOK 8 million), with a write down of NOK 2.2 million by year end 2021 (NOK 2.1 million).
7) In 2021 there was an increase of the paid in capital of NOK 2.6 million, with a write down of NOK 0.9 million by year end (NOK 2.2 million).
8) Previous FOO AS. In 2021 there was an increase of paid in capital of NOK 3 million.
9) Fred. Olsen Investments AS was established in 2021 with a paid in capital of NOK 10 million.
10) Based on the Company's ownership interest the companies are classified as subsidiaries, but due to no or insignificant activity the companies are not consolidated in the Group of companies.
Note 5 - Shares in associated companies and other investments
(Amounts in NOK 1 000)
Cost price
Book value as per 31.12.21
Market value as per 31.12.21
Book value as per 31.12.20
Market value as per 31.12.20
Total short-term liquid share portfolio
233 965
39 710
67 302
36 528
64 425
Total long-term liquid share portfolio
161 628
94 803
95 493
54 820
55 367
Total liquid share portfolio
395 593
134 512
162 796
91 348
119 791
The market value of listed shares is determined by using the listed prices of the companies at year end. Market value of non-listed companies is based on cost (book value) if no reliable measure of fair value exists. See note 16 for impairment of financial assets.
100
100
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
Note 6 - Bonds
(Amounts in NOK 1 000)
Cost price
Currency
Book value as per 31.12.21
Market value as per 31.12.21
Average interest rate 2021
Book value as per 31.12.20
Market value as per 31.12.20
Fixed assets
Energy Services companies
41 171
NOK
41 069
41 172
1,1 %
48 121
48 299
Real Estate companies
56 132
NOK
55 992
56 138
1,4 %
50 017
50 166
Industry companies
110 928
NOK
110 108
110 575
2,2 %
106 360
106 879
Finance companies
40 000
NOK
39 849
40 200
2,5 %
35 029
35 420
Insurance companies
2 000
NOK
2 000
2 013
2,7 %
0
0
Investment companies
0
NOK
0
0
7,5 %
3 000
3 075
Public administration
30 120
NOK
30 027
30 051
0,8 %
50 079
50 093
Total
280 351
NOK
279 046
280 148
1,8 %
292 607
293 932
Note 7 - Receivables
(Amounts in NOK 1 000)
2021
2020
Current assets - interest bearing
Subsidiaries 1)
380 216
0
Current assets - non-interest bearing
Accounts receivable *)
769
1 727
Others
10 209
9 533
Total short-term receivables
391 194
11 260
Financial fixed assets - interest bearing
Fred. Olsen Renewables AS
0
198 936
Fred. Olsen Ocean Ltd
259 666
265 289
Fred. Olsen Cruise Lines Ltd
684 804
292 991
First Olsen Holding AS
6 085
5 834
AS Stavnes Byggeselskap
1 417
1 370
Fred. Olsen Spedisjon AS
0
1 273
Total subsidiaries 2)
951 972
765 693
Other
3 500
3 500
Total long-term receivables
955 472
769 193
Interest income group companies
20 360
7 531
*) Hereof subsidiaries and other related parties
592
0
1) Fred. Olsen Renewables AS.
101
101
Bonheur ASANotes
Bonheur ASA – Annual Report 2021
In 2021, Fred. Olsen Seawind (FO Seawind) was demerged from Fred. Olsen Renewables (FOR). A capital increase of NOK 600 million was performed ahead of the restructuring. In connection with the demerger, a distribution of assets in the form of a short term receivable on FOR was made from FO Seawind to the Company of NOK 580 million, where NOK 50 million was booked as dividend income and the rest as a reduction in investment in subsidiaries. NOK 200 million has been repaid since the demerger NOK 380 remains as a receivable in the balance sheet.
2) For further information see note 13 - Financial instruments.
Note 8 – Share capital and shareholders
Number
%
Major shareholders as of 31.12.2021:
Invento A/S (private Fred. Olsen related company)
12 328 547
28,99%
A/S Quatro (private Fred. Olsen related company)
8 736 550
20,54%
Folketrygdfondet
3 830 173
9,01%
Fløtemarken AS
1 407 000
3,31%
Skagen Vekst Verdipapirfond
1 253 799
2,95%
MP Pensjon PK
885 315
2,08%
Trassey Shipping Limited (private Fred. Olsen related company)
793 740
1,87%
The Bank of New York Mellon SA/NV
738 798
1,74%
Verdipapirfondet DNB Norden
737 031
1,73%
Pareto Askje Norge Verdipapirfond
557 795
1,31%
Verdipapirfondet Alfred Berg Gambak
554 516
1,30%
Verdipapirfondet KLP AksjeNorge
521 465
1,23%
Verdipapirfondet DNB Grønt Norden
421 343
0,99%
State Street Bank and Trust Company
386 306
0,91%
JPMorgan Chase Bank, N.A., London
320 145
0,75%
Salt Values AS
319 714
0,75%
Citibank, N.A.
310 041
0,73%
JPMorgan Chase Bank, N.A., London
285 000
0,67%
Skandinaviska Enskilda Banken AB
234 275
0,55%
Holmen Spesialfond
230 000
0,54%
Other
7 680 340
18,06%
Total
42 531 893
100,00%
As of 31 December 2021 the share capital of Bonheur ASA amounted to NOK 53 164 866.25 divided into 42 531 893 shares at nominal value of NOK 1.25 each. As of 31 December 2021 total number of shareholders were 4 469. The Company has only one class of shares and each share equals one vote.
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AS per 31 December 2020 the members of the board, members of the shareholders' committee and the managing director owned and/or controlled directly and indirectly, the following number of shares in the Company:
Board of directors:
Fred. Olsen
40 586
Carol Bell
1 200
Bente Hagem
1 505
Jannicke Hilland
0
Andreas Mellbye
0
Nick Emery
0
Shareholders' committee:
Einar Harboe
109
Jørgen G. Heje
2 180
Bård Mikkelsen
0
Ole Kristian Aabø-Evensen
0
Christian F. Michelet
0
Managing Director:
Anette S. Olsen
2 942
Private Fred. Olsen related interests directly and/or indirectly owned or controlled 22 035 780 shares in the Company.
Equity
(Amounts in NOK 1 000)
Note
Paid in share
capital
Additional paid in capital
Other
equity
Total
Equity 01.01.2020
53 165
143 270
7 309 503
7 505 938
Actuarial gain / loss (-)
2
0
0
-37 825
-37 825
Result for the year
0
0
-291 225
-291 225
Proposed dividends
0
0
-170 127
-170 127
Equity 31.12.2020
53 165
143 270
6 810 326
7 006 761
Equity 01.01.2021
53 165
143 270
6 810 326
7 006 761
Actuarial gain / loss (-)
2
0
0
3 724
3 724
Result for the year
0
0
15 687
15 687
Proposed dividends
0
0
-182 887
-182 887
Equity 31.12.2021
53 165
143 270
6 646 850
6 843 285
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Note 9 - Liabilities
(Amounts in NOK 1 000)
2021
2020
Current liabilities:
Dividends
182 887
170 127
Accounts payable 1)
15 953
7 703
Bond-loans
499 875
599 700
Other short term liabilities 2)
111 443
18 214
Total current liabilities
810 158
795 744
Non-current interest bearing liabilities:
Bond-loans
2 186 355
1 988 660
Total non-current interest bearing liabilities
2 186 355
1 988 660
Interest paid to subsidiaries
0
0
1) Hereof subsidiaries and other related companies
12 656
6 285
2) Hereof subsidiaries, associates and other related companies
98 411
1 071
Bond issue ticker, terms
Issued
Maturity
BON06 3 month NIBOR + 3.50%
9 Jul 14
9 Jul 21
0
599 700
BON07 3 month NIBOR + 4.00%
24 May 17
24 May 22
499 875
499 375
BON09 3 month NIBOR + 2.50%
4 Sep 19
4 Sep 24
796 400
794 960
BON10 ESG 3 month NIBOR + 2.75%
22 Sep 20
22 Sep 25
695 520
694 325
BONHR01 ESG 3 month NIBOR + 2.90%
13 Jul 21
13 Jul 26
694 435
0
Total
2 686 230
2 588 360
According to the covenants in the bond agreements the Company, including companies owned 100%, has to maintain cash and cash equivalents of minimum NOK 500 million. In addition, the Company must maintain a book equity of minimum NOK 2 280 million and a book equity ratio of minimum 35%. As per 31 December 2021 the Company is not in breach with the covenants.
Note 10 - Guarantees
Bonheur ASA
(Amounts in NOK 1 000)
2021
2020
Guarantee in favour of subsidiaries:
ABTA bonds, Fred. Olsen Cruise Lines
494 520
241 467
Windfarms
0
34 428
Total guarantee commitments subsidiaries
494 520
275 895
Other *)
6 300
6 300
Total guarantee commitments 31.12
500 820
282 195
*) Related to Koksa Eiendom AS
Bonheur ASA is severally liable for all the guarantees as per 31 December 2021.
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Note 11 – Tax
(Amounts in NOK 1 000)
2021
2020
Result before tax
15 687
-291 225
+/- permanent differences, tax exempt dividends
-217 727
107 828
+/- Changes in temporary differences
11 031
53 587
+/- Income / expenses recognised directly in equity
3 725
-37 825
Basis for tax payable
-187 285
-167 635
Tax payable, 22%
0
0
Total payable tax - Balance sheet
0
0
Tax cost estimated as follows
Tax payable, 22%
0
0
Tax income / (-) cost
0
0
Reconciliation of tax income / (-) cost
Result before tax
15 687
-291 225
Income tax using the domestic corporation tax rate
-3 451
64 070
Permanent differences
47 919
-37 793
Income / expenses recognised directly in equity
-819
8 321
Change in limitation of deferred tax assets related to tax loss carryforward
-43 648
-34 598
Tax income / (-) cost
0
0
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Basis for deferred tax
(Amounts in NOK 1 000)
2021
2020
Change
Fixed assets
16 607
17 499
-892
Deferred taxable gain/loss account
-2 918
-3 647
729
Receivables / financial instruments
-4 182
-4 182
0
Pension premium funds
-480 104
-467 106
-12 998
Miscellaneous differences
13 770
11 640
2 130
Net temporary differences
-456 825
-445 795
-11 031
Shares, bonds and partnerships
-7 267
-7 181
-85
Loss carried forward / deferred allowance
-1 555 019
-1 367 734
-187 285
Interest deductible carried forward
-213 022
-213 022
0
Allowances for deferred tax assets
2 232 133
2 033 732
198 401
Deferred tax basis
0
0
0
Deferred tax benefit (-) / deferred tax liabilities
0
0
0
The Company evaluates the criteria for recognizing deferred tax assets at the end of each reporting period. The Company recognizes deferred tax assets when they are "more likely than not" of being realized based on available evidence at the end of the reporting period, hereunder forecasted taxable profit and consolidated budgets. As of 31.12.21 there is no other evidence that future taxable profit may be available against which the unused tax losses or unused tax credits can be utilized by the Company.
In the ordinary course of business, the Group of companies recognizes certain business transactions with accounting wise related parties. This note describes the background, the services included, the compensation principles as well as the governance principles applied to such main arrangements.
Transactions within the Group of companies and with related parties
Internal short and long-term Group loans and commitments carry market interest rates according to agreement as at the date of issue. Depending on the terms of the loan agreement, the interest rates set are based on an arm’s length principle and follow the market interest rates taking into account the relevant risks involved. The risk involved includes type of business, geographical affiliation, security, duration etc.
(Amounts in NOK 1 000)
2021
2020
Revenues
Subsidiaries
8 339
6 119
Other related parties
593
418
Fred. Olsen & Co.
7 069
4 806
Total
16 001
11 343
Operating expenses
Subsidiaries
0
3
106
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Other related parties
879
1 122
Fred. Olsen & Co.
114 768
112 175
Total
115 647
113 301
Financial income
Interest income from subsidiaries
20 360
7 531
Group contribution
0
2 607
Guarantee income from subsidiaries:
2 263
7 539
Total
22 623
17 677
Accounts receivable
Subsidiaries:
592
1 727
Total
592
1 727
Accounts payable
Other related parties
44
82
Fred. Olsen & Co
12 612
6 203
Total
12 656
6 286
Interest-bearing long term receivables
Subsidiaries:
951 972
765 692
Total
951 972
765 692
Fred. Olsen & Co.
The origin of the firm Fred. Olsen & Co. (FOCO) dates back to 1848. The current proprietor of FOCO, Anette Sofie Olsen, identifies the fifth generation Olsen and can draw an uninterrupted line of business conduct back to 1848. Whilst some Fred. Olsen-related activities are investments by the Company, others remain private - but they all stem from the private entrepreneurship back in 1848.
A good example is the Renewable Energy business segment, which in the early nineties of the last century evolved out of private Fred. Olsen-related green energy activities in the moorlands of Scotland. At the time this was not a business segment in which the maritime focused the Company was invested and which in turn brought a new line of focus to the Company. However, on the back of these activities an opportunity was made available for the Company to expand its business interests into investing in constructing, owning and operating windfarms, initially primarily in the UK.
FOCO has for generations managed, the day-to-day operation of the Company. The public side of the Fred. Olsen-related activities was in earlier years centered around five shipping companies, all listed on the Oslo Stock Exchange, and each engaged in distinct business activities and operated by FOCO Following various mergers, the latest in May 2016, the Company became the sole surviving entity out of these five companies, but now with investments in a variety of diversified business segments, each subject to autonomous corporate structures and accordingly with distinct managements.
Over the years FOCO have in addition also been engaged in day-to-day operation or provision of professional services to other companies and investment funds.
In addition to overseeing the day-to-day operation of the Company, FOCO today also provides a variety of professional services at market rates to predominantly subsidiaries of the Company engaged in the various business segments within which the Company is invested. FOCO only to a very limited degree provides services to private Fred. Olsen-related companies, and then at rates equal to those applied to subsidiaries of the Company.
The Board of Bonheur is satisfied that the arrangement with FOCO in charge of the day-to-day operation of the Company, which has proved successful for decades, also today is very suitable.
The Board is of the view that the business segments within which Bonheur at any one point in time is invested through subsidiaries, must be operated on an autonomous basis. At the same time, and partly for the same reason, it is of significant value to Bonheur that FOCO with its experience and knowledge on a professional basis assist each of these business segments in achieving their respective goals. That in turn provides a unique platform for FOCO to be able to efficiently provide such day-to-day operation of the Company that it needs. By FOCO both being in charge of the day-to-day operation of the Company and also providing a variety of services to subsidiaries of Bonheur, the Company and FOCO achieve cost and competence synergies. Such benefits to both parties are then realized without any interests being compromised.
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For its services to the Company, FOCO is compensated through a cost-plus model. A mark-up commensurable with margins used in comparable uncontrolled transactions is applied on top of a cost base consisting of documented expenses mainly related to personnel, external consultancy services, rent and IT expenses (see below table). Defined contribution pension relative to FOCO is included in the above cost base, while defined benefit pension costs relative to FOCO, hereunder pension to Mr. Fred. Olsen, do not form part of this cost base. The Company is liable for all defined benefit obligations related to FOCO. The profit margin on ordinary services payable to FOCO has in recent years equalled 12 %.
The compensation model also allows for a potential limited annual bonus to FOCO on top of the ordinary compensation, conditional on to what extent different criteria have been met. Such bonus has since 2014 varied between 0, and NOK 3,33 million out of NOK 5.6 million, which currently identifies the maximum obtainable bonus.
The compensation model is monitored by the Shareholders’ Committee who applies it in connection with its annual recommendation to the Board on compensation and possible bonus to FOCO. The five members of the Shareholders’ Committee are all independent of the majority shareholders of Bonheur. When dealing with these recommendations, the Board will be constituted by its, in this regard non-conflicted Directors. The Board of Bonheur consists of six Directors out of which the majority, i.e. four Directors, are independent of the majority shareholders of Bonheur.
The aforementioned compensation, together with a possible bonus, is the only compensation FOCO receives. The profit margin and the maximum obtainable bonus is subject to regular third-party benchmarking and review, performed every 3 years, last time in 2019, also monitored by the Shareholders’ Committee.
(Amounts in NOK 1 000)
2021
2020
Costs together with profit margin and bonus to Fred. Olsen & Co., charged to the Company
114 768
112 175
Amount outstanding between Fred. Olsen & Co. and the Company *)
-12 938
-7 275
*) Short term outstanding in connection with current operations.
Mr. Fred. Olsen is party to a consultancy agreement with FOCO. In 2021, NOK 5.2 million was paid under this consultancy agreement (2020: NOK 5.2 million). Such payment is part of the costs charged to Bonheur.
There have not been any changes to the board of directors or the shareholders committee, and thereby no compensation for resignment have been granted.
Members of the Board of Directors, the managing director and other related parties holds in total NOK 13 million of BON06, BON07, BON08 and BON09 bond loans (2020: NOK 63 million).
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Note 13 – Financial instruments
The Company’s ordinary operations involve exposure to credit-, interest-, currency- and liquidity risks.
Credit risk
Transactions with financial derivatives are carried out with counterparties with good credit ratings. The counterparty risk is therefore considered to be low. The maximum exposure of the credit risk is reflected in the balance sheet value of each financial asset, including financial derivatives. No financial derivatives were entered into during 2021.
Interest rate risk
The Company is exposed to fluctuations in interest rates, as the debt is partly based on floating interest rates, primarily in NOK. From time to time, the Company enters into interest rate swap agreements in order to reduce the interest rate risk. Per 31 December 2021 there are no interest rate swap agreements. Please refer to note 9 for an overview of Company loan commitments.
Currency risk
The Company is exposed to currency risk by purchases, sales, assets and liabilities in other currencies than NOK, primarily the currencies GBP, EUR and USD.
The Company accounts are presented in NOK. The Company is closely monitoring the currency markets and may enter into forward exchange contracts if this seems appropriate. No currency contracts were entered into during 2021.
From the beginning to the end of 2021 the GBP strengthened against NOK by 2.1% from 11.6462 to 11.8875, the EUR weakened against NOK by 4.6% from 10.4703 to 9.9888 and the USD strengthened against NOK by 3.4% from 8.5326 to 8.8194.
Total cash and cash equivalents as per 31 December 2021 were NOK 2 288 million, of which GBP represents 8.1%, EUR 1.0% and USD 0,3%.
As per 31 December 2021 the company had granted loans to subsidiaries of NOK 952 million. The distribution of the loans was as follows: Wind Service NOK 260 million (EUR 26.0 million), Cruise NOK 691 million (GBP 32.5 million and NOK 299 million) and other minor loans of NOK 1.4 million.
Liquidity risk
A conservative handling of liquidity risk involves having sufficient cash, securities and available financing, as well as the possibility of closing market positions. Bonheur ASA is exposed to the risk of not being able to sell unlisted shares at prices close to fair value. The management is of the opinion that this risk is low, as the investments in unlisted shares are long term investments.
Solidity
The Company had an equity ratio of 66% per 31 December 2021.
Assessment of fair value
The most important methods and assumptions applied when evaluating the fair value of financial instruments are summarized below.
Shares and bonds
Fair value is based on listed market prices on the balance sheet date without deduction for transaction costs. Where no listed market price is available, the fair value is estimated based on information received from the Group of companies.
Accounts receivable and accounts payable
The carrying amount is considered to reflect the fair value of accounts receivable/payable with duration of less than one year. Other accounts receivable/payable are discounted in order to assess the fair value.
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Fair value of financial instruments
Fair values and carrying amounts are as follows:
(Amounts in NOK 1 000)
Carrying amount 2021
Fair value 2021
Carrying amount 2020
Fair value 2020
Cash and cash equivalents
2 287 917
2 287 917
2 907 837
2 907 837
Trade debtors and other short term receivables
430 904
458 496
47 788
75 685
Shares and bonds
6 579 329
6 581 121
6 464 130
6 466 002
Unsecured bond-loans
-2 186 355
-2 200 000
-1 988 660
-2 000 000
Trade creditors and other short term liabilities *)
-810 283
-810 283
-795 744
-796 044
6 301 637
6 317 251
6 635 351
6 653 480
Unrealized gains / (losses)
0
15 614
0
18 129
*) Inclusive short-term portion of unsecured bond-loans.
Note 14 - Cash and cash equivalents
(Amounts in NOK 1 000)
2021
2020
Cash related to payroll tax withholdings
1 916
1 904
Other restricted cash *)
500 000
500 000
Total restricted cash
501 916
501 904
Unrestricted cash **)
1 786 001
2 405 933
Total cash & cash equivalents
2 287 917
2 907 837
Unused credit facilities
0
0
*) According to covenants in bond agreements the Company, including subsidiaries owned 100%, has to maintain cash and cash equivalents of minimum NOK 500 mill.
**) In 2020 the Company established a green finance framework with an eligibility assessment from DNV and issued a NOK 700 million green bond loan to be used for eligible green investments as defined in the framework. A separate green bank deposit was established for the NOK 700 million and is included in unrestricted cash. Another NOK 700 million bond loan was issued in July 2021.
As part of establishing the Green Finance Framework, the Company established an internal Green Finance Committee who approves eligible green investments in the green investment portfolio.
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Note 15 - Dividends
(Amounts in NOK 1 000)
2021
2020
Subsidiaries:
Fred. Olsen Renewables AS
220 881
0
Other:
From other investments
3 636
0
Total
224 517
0
Note 16 - Other financial expenses
(Amounts in NOK 1 000)
Note
2021
2020
Impairment of shares in subsidiaries 1)
5 461
17 592
Impairment of other shares 2)
-3 182
84 674
Various financial expenses
5 283
19 103
Total
7 562
121 369
1) Subsidiaries:
Various subsidiaries
5 461
17 592
Sum
5 461
17 592
2) Other shares:
Short-term liquid shares
-3 182
84 674
Long-term liquid shares
0
0
Sum
-3 182
84 674
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The Board of Directors of Bonheur ASA (the Company) and Fred. Olsen & Co. together with the Managing Director of the Company have in a board meeting 4 April 2022 reviewed and in their respective capacities approved the Board of Directors’ Report and the consolidated and separate annual financial statements for the Company for the year ending 31 December 2021 (Annual Report 2021) subject to corresponding recommendation from the Shareholders’ Committee on the following basis:
To the best of our knowledge:
▪The consolidated and separate annual financial statements for 2021 have been prepared in accordance with applicable accounting standards.
▪The consolidated and separate annual financial statements give a true and fair view of the assets, liabilities and financial position and profit as a whole as of 31 December 2021 for the Group of companies (i.e. the Company including subsidiaries and associated companies) and the Company.
▪The Board of Directors’ report for the Group of companies and the Company includes a true and fair review of
-the development and performance of the business and the position of the Group of companies and the Company, and
-the principal risks and uncertainties which the Group of companies and the Company face.
Oslo, 4 April 2022
Bonheur ASA – The Board of Directors
Fred. Olsen
Carol Bell
Bente Hagem
Jannicke Hilland
Andreas Mellbye
Nick Emery
Chairman
Director
Director
Director
Director
Director
Sign.
Sign.
Sign.
Sign.
Sign.
Sign.
Anette Sofie Olsen
Managing Director
Sign.
The annual report and accounts for 2021 were addressed by the Shareholders’ Committee on 7 April 2022. The Shareholders’ Committee resolved to recommend to the Annual General Meeting that the Board’s proposal to the annual accounts for 2021 is approved. The Shareholders’ Committee hereunder resolved to recommend to the Annual General Meeting that the Board’s proposal on an ordinary dividend equal to NOK 4.30 per share, in total for the company NOK 182.9 million, is approved.
Oslo, 7 April 2022
Christian Fredrik Michelet,
Chairman of the Shareholders’ Committee
Sign.
Statementss
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Bonheur ASA – Annual Report 2021
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Bonheur ASA – Annual Report 2021
Auditor’s Reports
Auditor’s Reports
Auditor’s Reports
Auditor’s Reports
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BONHEUR GROUP OF COMPANIES
Segment / Asset
Built year
Type
Capacity/ length/ water depth/ tonnage
Ownership
Renewable Energy:
Capacity
Crystal Rig
2004/-07
25 Nordex 2.5 MW
62.5 MW
51,0 %
Rothes
2005
22 Siemens 2.3 MW
50.6 MW
51,0 %
Paul's Hill
2006
28 Siemens 2.3 MW
64.4 MW
51,0 %
Crystal Rig II
2010
60 Siemens 2.3 MW
138.0 MW
51,0 %
Rothes II
2013
18 Siemens 2.3 MW
41.4 MW
51,0 %
Mid Hill
2014
33 Siemens 2.3 MW
75.9 MW
51,0 %
Brockloch Rig Windfarm
2017
30 Senvion 2.05 MW
61.5 MW
51,0 %
Brockloch Rig 1
1996
36 Nordtank 0.6 MW
21.6 MW
100,0 %
Crystal Rig III
2016
6 Siemens 2.3 MW
13.8 MW
51,0 %
Lista
2012
31 Siemens 2.3 MW
71.3 MW
100,0 %
Fäbodliden
2015
24 Vestas 3.3 MW
79.2 MW
100,0 %
Högaliden
2021
25 Vestas V150 4.3 MW
107.5 MW
100,0 %
Wind Service:
Length
Brave Tern
2012
Offshore wind turbine installation vessel
132 metres
100,0 %
Bold Tern
2013
Offshore wind turbine installation vessel
132 metres
100,0 %
Blue Tern
2012
Offshore wind turbine installation vessel
151 metres
51,0 %
VestVind
2016
Module Deck Carrier
130 metres
50,0 %
BoldWind
2020
Module Deck Carrier
148.5 metres
50,0 %
BraveWind
2020
Module Deck Carrier
148.5 metres
50,0 %
Cruise:
Tonnage
Braemar
1993/-01/-08
Cruise
24 344 grt
100,0 %
Balmoral
1998/-08
Cruise
43 537 grt
100,0 %
Borealis
1996
Cruise
61.849 grt
100,0 %
Bolette
2000
Cruise
62.735 grt
100,0 %
Major Asset List as per 31 December 2021
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List of Alternative Performance Measures (APM):
Bonheur ASA discloses alternative performance measures as a supplement to the financial statements prepared in accordance with IFRS.
In the quarterly report the following alternative performance measures are most frequently used. Below is a list followed by a definition of each APM.
General financial Alternative Performance Measures:
EBITDA:
Earnings before Depreciation, Impairment, Result from associates, Net financial expense and Tax
EBIT:
Operating result after depreciation (EBITDA less depreciation and impairments)
EBT:
Earnings before tax
EBITDA margin:
The ratio of EBITDA divided by operating revenues
NIBD:
Net Interest-Bearing Debt is the sum of non-current interest-bearing debt and current interest-bearing debt, less the sum of cash and cash equivalents. Financial leasing contracts are included.
Capital employed:
NIBD + Total equity
Equity ratio:
The ratio of total equity divided by total capital
Abbreviations – Company Names per segment
Renewable Energy:
FORAS: Fred. Olsen Renewables AS
FOR:Fred. Olsen Renewables group
FOS:Fred. Olsen Seawind ASA
FOWL:Fred. Olsen Wind Limited
FOCB:Fred. Olsen CB Limited
FOCBH:Fred. Olsen CBH Limited
AVIVA investors:Aviva Investors Global Services Ltd
TRIG:The Renewables Infrastructure Group Limited
FOGP: Fred. Olsen Green Power AS
Wind Service:
FOO:Fred. Olsen Ocean Ltd
GWS:Global Wind Service A/S
FOWIC:Fred. Olsen WindCarrier AS
UWL:United Wind Logistics GmbH
UF:Universal Foundation A/S
Cruise:
FOCL:Fred. Olsen Cruise Lines Ltd
Other Investments:
NHST:NHST Media Group AS
FO 1848:Fred. Olsen 1848 AS
FO Investments:Fred. Olsen Investments AS
Abbreviations – Related party names
FOCOFred. Olsen & Co.
FOIS:Fred. Olsen Insurance Services AS
FOLFred. Olsen Ltd
FOTLFred. Olsen Travel Ltd
NPCNatural Power Consultants Ltd
Definitions
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Renewable Energy
Fred. Olsen Renewables AS
Enterprise no: 983 462 014
Fred. Olsens gate 2
0152 Oslo, Norway
Telephone: +47 22 34 10 00
www.fredolsenrenewables.com
Fred. Olsen Renewables Ltd.
Enterprise no: 2672436
36 Broadway
London, SW1H 0BH, England
Telephone: +44 207 963 8904
www.fredolsenrenewables.com
Wind Service
Fred. Olsen Ocean Ltd.
c/o Fred. Olsen Ocean AS
Enterprise no: 970 897 356
Fred. Olsens gate 2
P.O.Box 581 Sentrum
0106 Oslo, Norway
Telephone: +47 22 34 10 00
www.fredolsen-ocean.com
Fred. Olsen Windcarrier AS
Enterprise no: 988 598 976
Fred. Olsens gate 2
P.O.Box 581 Sentrum
0106 Oslo, Norway
Telephone: +47 22 34 10 00
www.windcarrier.com
Global Wind Service A/S
Enterprise no: 31166047
Strevelinsvej 28
7000 Fredericia
Denmark
Telephone: +45 76 203 660
www.globalwindservice.com
United Wind Logistics GmbH
Enterprise no: HRB 139861
Am Kaiserkai 69
20457 Hamburg
Germany
Telephone: +49 40 308 54 2470
wind@unitedwindlogistics.de
Cruise
Bonheur ASA Fred. Olsens gate 2 
Enterprise no: 830 357 432
P.O. Box 1159 Sentrum
0107 Oslo , Norway
Telephone: +47 22 34 10 00
www.bonheur.no
Fred. Olsen & Co.
Enterprise no: 970 942 319
Fred. Olsens gate 2
P.O. Box 1159 Sentrum
0107 Oslo, Norway
Telephone: +47 22 34 10 00
www.fredolsen.com
First Olsen (Holdings) Ltd.
Enterprise no: 6443267
2nd Floor, 36 Broadway
London, SW1H 0BH
England
www.fredolsencruises.com
Other Investments
NHST Media Group AS
Enterprise no: 914 744 121
Christian Kroghs gate 16
PO Box 1182 Sentrum
0107 Oslo, Norway
Telephone: +47 22 00 10 00
www.nhst.no
Fred. Olsen Travel AS
Enterprise no: 925 619 655
Prinsensgate 2B
0152 Oslo, Norway
Telephone: +47 22 34 11 11
www.fredolsentravel.no
Addresses
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Annual General MeetingThe annual general meeting will be held at the company’s office, Fred. Olsens gt. 2, Oslo, Norway (entrance Tollbugt. 1b) Wednesday 25 May 2022, at 2pm.
Fred. Olsens gate 2, P.O. Box 1159 Sentrum, N-0107 Oslo Telephone: +47 22 34 10 00, Homepage: www.bonheur.no