Annual Report
2022
Solstad Offshore ASA | Annual Report 202202
Contents
Annual Report 2022
Contents
Letter from the CEO 06
The Board’s Annual Report 14
Sustainability in Brief 24
Corporate Governance 26
Social Media Highlights 32
Group Accounts 36
Parent Accounts 90
Financial Calendar
Preliminary dates for quarterly reports and ordinary General Meeting in Solstad are:
Annual Report 2022: March 30
th
, 2023
Result 1. quarter 2023: May 11
th
, 2023
Ordinary General Meeting: May 11
th
, 2023
Result 2. quarter 2023: August 18
th
, 2023
Result 3. quarterly 2023: November 17
th
, 2023
Our
Vision
is to deliver industry-
leading sustainable
operations to the global
offshore energy market.
Solstad Offshore ASA | Annual Report 202204
Contents
Annual Report 2022
Safe
Safety is our main priority. Solstad vessels carry out operations all over the world,
sometimes in extreme conditions. We recognize all employees as our most valuable
asset, and we will never compromise on their safety.
We focus on quality in all parts of our services. We shall always be trusted to treat
everyone fairly and respectfully, and we keep our promises. With a vast fleet and
a competent organization, our clients shall trust us to perform all operations in a
safe manner and with focus on quality and efficiency in all stages of our service.
Reliable
Competent Responsible
All employees in Solstad are key personnel. We aim not only to fulfill our clients’
demands, but to deliver a service beyond their expectations. We ensure that our
personnel are constantly learning to have the right competence and knowledge
required at all times. Our operational knowledge shall be developed in close
interaction between the marine crew and the onshore organizations.
We care about people, assets and the environment. Our company is global, but also
local in the areas we operate. We conduct our business in a responsible manner,
respecting the law and universal human rights to benefit the communities where
we work. We are aware of our environmental footprint and take measurable steps
towards a better environment with the Solstad Green Operations program.
Solstad Offshore ASA | Annual Report 202206
Contents
Annual Report 2022
Letter from
the CEO
How do we maneuver in this changing landscape? As many readers may be aware of, in March 2023 we announced
plans to divest our PSV fleet. Some may question how this aligns with a more favorable market outlook. However, the
choice to depart from the PSV segment is based on a two-sided rationale:
• The first rationale behind this decision is financial. Our company’s debt level was high and we saw
an opportunity to improve our financial flexibility in an improving offshore market. By selling our
PSV fleet, Solstad is better positioned to seize potential opportunities that may arise and possibly
facilitate fleet renewal. Our forthcoming process to refinance the company will also potentially
be easier with a reduced debt load, thereby enabling us to negotiate improved terms.
• The second rationale is industrial and transitional. The CSV segment is already generating a large portion
of its revenue from the renewable energy market, while the AHTS segment will follow as floating wind
further develops. These vessel categories are well-positioned for the energy transition, given their potential
to cater to various offshore energy markets. In contrast, the PSV segment is nearly entirely dependent on
the oil and gas industry and is likely to remain so in the foreseeable future. Additionally, the PSV segment
possesses the lowest operating margins and the highest drydocking costs in the coming years.
Moving forward, Solstad will focus all our efforts on the CSV and AHTS segment and associated endeavors. We will
build up a service division that enables us to offer a more extensive range of services beyond our conventional offerings.
We have already begun providing clients with ROVs, tooling, and project support, and we plan to expand these services
further, either independently or in collaboration with strategic partners. Windstaller Alliance is well-established and is
working on exciting opportunities within offshore wind, while Remota AS is developing remote operation services that
currently look very promising.
Looking back at 2022 two more topics are worth mentioning.
Although the pace of the energy transition is accelerating, the decarbonization of our own operations remains a challenging
task. While we eagerly anticipate the technological advancements necessary for complete decarbonization, we remain
dedicated to enhancing operational efficiency in any way we can.
Additionally, I would like to acknowledge the dedication demonstrated by our crew and especially our Ukrainian employees
during a challenging year.
The offshore industry is changing, as it has always done. As a company, we must constantly adjust to ensure we remain
as relevant in the future as we have been in the past. I am proud that we have successfully executed a significant strategic
transaction that enables us to do precisely that.
The years ahead looks very encouraging.
Thank you!
Lars Peder Solstad
CEO
Since 2014, significant changes have occurred in our
industry, including the emergence of new companies and
the disappearance of others. Numerous vessels have either
been sold out of the offshore market or recycled, and the list
of vessels currently under construction is limited. In 2014,
when the downturn started, offshore renewable energy
was a relatively small market segment. Today, this has
evolved into a substantial and rapidly expanding market.
As we look towards the future with improved market conditions,
we acknowledge that the energy transition process requires
time and that the oil and gas market will continue to co-
exist with the renewables market for a considerable amount
of time. The increased focus on energy security following
the tragic invasion of Ukraine indicates that we are heading
towards a phase with increased investments in all types of
offshore energy. At the same time, the supply side appears
to be relatively stable, which points to a promising outlook
for the offshore energy sector in the years ahead.
Solstad Offshore ASA | Annual Report 202208
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Annual Report 2022
Key Figures
and Highlights
• The Company has completed a year with significant growth
despite the global geopolitical uncertainty.
• Tender activity has steadily increased throughout the year. The Company has seen all time high
order intake in the second half of the year, ending on a backlog of MNOK 9,200 at year-end.
• Strengthened the presence within remotely managed offshore services by
establishing Remota AS together with DeepOcean Group and Østensjø Group.
• At year-end, the Company operated and managed a fleet of 86 vessels;
27 CSV, 20 AHTS and 39 PSV.
• Liquidity is MNOK 2,170 at year-end 2022, compared to MNOK 2,459 in 2021.
• Operating income increased with 20 percent to MNOK 6,500 vs MNOK 5,418 in 2021. Key drivers
were improved utilization, higher day rates, and strengthened sales of additional services.
• Adjusted EBITDA increased with 26 percent to MNOK 1,938 vs MNOK 1,534 in 2021.
• The Company has per year-end 2022 installed battery hybrid solutions to reduce
emissions on ten vessels and an additional nine vessels have been fitted with shore
power. The Company received the annual Offshore Support Journal’s ‘ESG Award’.
• The agreement to divest the PSV segment in 2023 implies a strategic
repositioning of the Company as one of the main global owner and operator
of high-end tonnage of AHTS and Subsea vessels (CSVs).
Key Financials
(MNOK)
2022
01.01-31.12
2021
01.01-31.12
2020
01.01-31.12
2019
01.01-31.12
Income 6,500 5,418 5,026 5,245
Adjusted EBITDA 1,938 1,534 1,282 1,411
EBIT 1,299 -7 -2,185 -1,19 6
Profit before Tax -1,013 -1,110 7,25 0 -2,971
Cash and equivalents 2,170 2,459 2,412 1,134
Working capital 320 -119 -803 -26,264
Equity 1,753 3,083 4,243 -3,835
Net interest bearing debt* -21,117 -18,257 -18,219 -30,983
Order backlog 9,200 5,600 5,200 8,200
*Including recognized debt relating to IFRS 16 Leases
Solstad Offshore ASA | Annual Report 202210
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10
Financial Summary
References and Definitions
1. Operating result before depreciation and impairment in percentages of total
operating income
2. Result before tax, in percentage of average equity including non-controlling
interests
3. Operating result before depreciation and impairment adjusted for joint ventures,
excess values charter parties from mergers, operating leases and other non-cash
related items
4. Current assets divided by current liabilities
5. Booked equity including non-controlling interests in percentage of total assets
6. Cash and bank deposits (free and restricted)
7. Total current assets less total current liabilities (including current interest bearing
liabilities)
8. Interest bearing liabilities is the total of the accounting lines “Interest bearing
liabilities”, “Current interest bearing liabilities” and “Leasing obligations”, adjusted
for IFRS 9 adjustment and balance booked borrowing costs
9. Net interest bearing liabilities is interest bearing liabilities (8) less cash and bank
deposits (6)
Solstad Offshore ASA has included the above Alternative Performance Measures
(APM), which are commonly used in the business, as they are used internally by
management to understand the Group’s financial performance. Hence, it is deemed
that the APMs also will provide useful information to the reader. For further definitions,
refer to page 86.
(MNOK)
2022 2021 2020 2019 Ref
PROFIT AND LOSS
Freight income 6,295 5,128 4,844 5,016
Other operating income 205 289 182 228
Operating result before depreciation and impairment 1,907 1,402 1,032 1,274
Operating result 1,299 -7 -2,226 -1,237
Net financial items -2,312 -1,103 9,477 -1,734
Ordinary result before tax -1,013 -1,110 7, 250 -2,971
Net result for the year -1,118 -1,136 7,254 -3,129
Hereof majority’s share -1,113 -1,102 7,241 -3,13 0
BALANCE SHEET
Defered tax asset 4 14 6 -
Long term assets 21,257 20,865 22,204 27,003
Current assets 4,762 4,072 3,869 2,830
Total assets 26,019 24,938 26,069 29,833
Equity 1,753 3,083 4,243 -3,835
Deferred tax - - - 17
Long-term liabilities and provisions 20,236 17,850 17,181 4,574
Current liabilities 4,030 4,004 4,645 29,094
Interest bearing liabilities 23,287 20,718 20,631 32,117 8
Bank overdraft - - - -
Free and restricted bank deposits 2,170 2,459 2,412 1,13 4
Net interest-bearing liabilities 21,117 18,259 18,219 30,983 9
PROFITABILITY
Operating margin 29% 26 % 21 % 24 % 1
Earning on equity -42 % -30 % 3.557 % 128 % 2
LIQUIDITY
Liquid assets 2,170 2,459 2,412 1,134 6
Working capital 320 -119 -803 -26,264 7
Adjusted EBITDA 1,938 1,534 1,282 1,411 3
Current ratio 1.1 1.0 0.8 0.1 4
CAPITAL
Total assets 26,019 24,938 26,069 29,883
Equity 1,753 3083 4,243 -3,835
Equity ratio 7 % 12 % 16 % -13 % 5
Solstad Offshore ASA | Annual Report 202212
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Annual Report 2022
12
The Board of
Directors
HARALD ESPEDAL (b. 1972)
Harald Espedal is a graduate from The Norwegian
School of Economics (NHH) in economics with
additional studies in auditing. Today he is the Chairman
of Lyse AS, Sandnes Sparebank, Espedal & CO AS,
Deputy Chair in Stavanger Concert Hall, and Board
member in Aspelin Ramm and The Norwegian School
of Economics.
Espedal has a long career within the finance and
investment industry including as CEO and Investment
Director for SKAGEN and Investment Director for Vesta.
SHARES IN SOLSTAD OFFSHORE ASA: 656 687
FRANK O. REITE (b. 1970)
Frank O. Reite first joined Aker in 1995 and was CFO in
Aker ASA from August 2015 until August 2019. He came
from the position of President & CEO of Akastor. Reite
holds several board positions including the posistion as
vice chairman in Aker ASA and as a board member in
AMSC ASA
Frank O. Reite has experience from banking and has
served as Director in Paine & Partners. Frank O. Reite
holds a B.A. in business administration from
Handelshøyskolen BI in Oslo.
SHARES IN SOLSTAD OFFSHORE ASA: 0
(Further details refer to note 9)
INGRID KYLSTAD (b. 1985)
Ingrid Kylstad is Sustainability Lead in ZeroLab by
Torvald Klaveness. Before joining Klaveness in 2021,
Kylstad was COO in Katapult Ocean, a seed stage
investor within ocean technology. Prior to that she
worked for the Norwegian Shipowners Association and
spent several years in Brussels working on policy and
regulatory issues. She is a board member in GC Rieber
Salt.
Kylstad holds an MSc in European Studies from London
School of Economics and Political Science and a BSc in
Liberal Arts from Maastricht University. She has also
completed a management program at the Solvay
Brussels School of Economics and Management.
SHARES IN SOLSTAD OFFSHORE ASA: 0
PEDER SORTLAND (b. 1963)
Peder Sortland, currently the CEO of North Sea
Infrastructure AS (NSI) and Norsk Havvid AS, has 30
years’ experience from the oil and gas industry. Prior
to NSI, Sortland held roles as the CEO of Global
Maritime Group, Apply Group and Ross Offshore/
Subsea Technology Group and as Regional Vice
President for Subsea 7 in Norway. Sortland spent 18
years in Equinor up to Senior Vice President level,
predominantly in areas of business development,
commercial negotiations and strategy work. Sortland
has a business education on MBA level from University
of Wyoming and is a Fullbright Scholar.
SHARES IN SOLSTAD OFFSHORE ASA: 0
THORHILD WIDVEY (b. 1956)
Thorhild Widvey har held various positions in the
Norwegian Ministries in the period between 2002 to
2015. Prior to this she was a member of Parliament
(Storting) from 1989 to 1997, representing Høyre, the
conservative party of Norway.
Ms Widvey is chair of the Board of Statkraft AS/SF and
Vår Energi ASA. She has previously held a number of
board positions both in private and stock listed
companies. She has been a board member of Kværner
ASA (2016-2020) and continued as member of board
of Aker Solutions after the merger with Kværner(2020)
until 2022.
She holds several board positions in private businesses
and foundations.
SHARES IN SOLSTAD OFFSHORE ASA: 0
ELLEN SOLSTAD (b. 1974)
Mrs. Solstad holds a bachelor’s degree from BI. She
has previous work experience from R.G Hagland AS
and Solstad Offshore UK Ltd. Mrs. Solstad is currently
Chairman of Solstad Family Office and a board mem-
ber of Solvang ASA and Karmsund Interkommunale
Havnevesen IKS.
SHARES IN SOLSTAD OFFSHORE ASA: 0
(Further details refer to note 9)
Solstad Offshore ASA | Annual Report 202214
Contents
Annual Report 2022
Board of
Directors’
Report
Solstad Offshore ASA (“the Company”
or “Solstad”) is a world leading owner
and operator of offshore service vessels
(OSVs), offering maritime services to
the global offshore energy industry.
Per year-end 2022 the Company has 3,400 highly skilled employees and
nine offices globally. The Company owns and operates a flexible fleet of
modern offshore vessels which consist of PSVs (platform supply vessels),
AHTS’ (anchor handling tug support vessels) and CSVs (construction service
vessels).
The supply vessels (AHTS and PSVs) support oil
field operators in production as well as development
and exploration activities. The Company’s CSV fleet
supports subsea and renewable energy projects
world-wide and is partly working on contracts and
partly utilized for seasonal activities. The CSVs on
contracts serve the IMR (inspection, maintenance
and repair) and the SURF (subsea, umbilicals,
risers and flowlines) markets, or support installation
and maintenance work related to the renewable
energy industry offshore.
The tragic invasion of Ukraine has resulted in more
focus on energy security, benefiting the oil and gas
industry, while the ambitions to increase energy
production from renewable sources continue as
before. The combination gives higher activity, and
after several years with weak market conditions,
2022 could be the turning point for the offshore
service industry.
The oil price has been above USD 80 per barrel
most of the year, giving incentives for the oil
companies to continue investing. Further, the
number of offshore wind projects under evaluation
has increased further.
The Company is positioned for both oil and gas
and renewable energy activities. About 25% of the
EBITDA Adjusted in 2022 came from renewable
energy activities, and the Company expect to
increase this activity further the coming years.
The operating income increased by about 20%, to
MNOK 6,500 in 2022, compared to MNOK 5,418
in 2021. Operational expense in 2022 was MNOK
4,593 compared to MNOK 4,016 in 2021. EBITDA
Adjusted for the year increased by 26% to MNOK
1,938 from MNOK 1,534 in 2021. The operating
result in 2022 was MNOK 1,299 compared to a
negative result of MNOK -7 in 2021. The result after
tax was MNOK -1,118 compared to MNOK -1,136
in 2021. The booked equity for year end is MNOK
1,753.
1. Vision and Values
Solstad Offshore’s vision is to deliver industry-
leading sustainable operations to the global
offshore energy market. The four core values of
the Company are Safe – Reliable – Competent
– Responsible. These values are tools to create
a common culture and define how the Company
operates and interact with clients, suppliers,
Solstad Offshore ASA | Annual Report 202216
Contents
Annual Report 2022
partners, and colleagues.
2. The Company’s Activities
Solstad Offshore’s activities are primarily directed
towards the offshore markets for oil and gas and
renewable energy. During 2022, the operation
has been organized in four business areas; PSV,
AHTS, Subsea Construction and Renewable
Energy worldwide. The Company’s headquarter is
located in Skudeneshavn, Norway with offices in
Ålesund, Aberdeen, Rio de Janeiro, Macae, Perth,
Singapore, Manila and Odessa.
The Company’s operating income in 2022 was
divided into 34 percent (2021: 39 percent) from
Subsea Constrution, 16 percent (11 percent) from
Renewable Energy, 27 percent (27 percent) from
PSV and 23 percent (23 percent) from AHTS.
Furthermore, the regional split of the income was
49 percent (45) from the North Sea, 21 percent (6)
from South America, 7 percent (12) from Africa,
4 percent (3) from North and Central America, 4
percent (4) from the Mediterranean part of Europe,
10 percent (23) from Australia, and 6 percent (8)
from Asia.
As per 31 December 2022, the Company owned
and/or operated a total fleet of 86 vessels, of which
80 were in operation: 26 CSVs, 15 AHTS’ and 39
PSVs. The overall utilization for the operational
fleet in 2022 was 88% (85% in 2021). The CSV fleet
had a utilization of 88% (84%), AHTS fleet 78%
(81%) and PSV fleet 92% (89%).
Subsea Construction and Renewable
Energy
The CSV segment includes 26 vessels, whereof
one vessel was in layup at year-end 2022. The
CSV vessels are designed and equipped to support
a wide range of offshore services within oil and gas
and renewable energy projects. During 2022, the
fleet has successfully been involved in projects
both within renewable energy and oil and gas. This
includes geotechnical work, walk to work-services,
grouting, SURF operations, cable laying and repair,
trenching and burial, ROV support, installation of
subsea equipment, survey work, IMR operations,
node seismic operations, diving, and topside
maintenance work. Geographical areas of operation
include Asia, South America, West and East Africa,
North Africa, Europe including Mediterranean and
Gulf of Mexico. In 2022 renewable energy projects
represented 33% of the CSV revenue, 67% of the
revenue originate from oil and gas activity. The
company has also signed new contracts for the
CSV segment in most of the aforementioned areas.
The client portfolio for the CSV fleet includes a mix
of energy companies such as subsea construction
companies, wind turbine manufacturers, cable
companies and seismic companies.
AHTS & PSV
The fleet of AHTS’ counts 20 vessels of which
15 are operational and 5 in layup. The PSV fleet
includes 39 vessels, all in operation. The majority
of the fleet’s operation is taking place in the North
Sea, Australia, Brazil and West Africa, with a mix
of projects, spot, medium and term contracts. The
local presence in the most important hubs for OSVs,
combined with the size of the fleet, gives Solstad
flexibility and ability to locate and re-locate vessels
between the various markets. Activities within oil
and gas remains the most important activity for
AHTS’ and PSVs. However, the Company has also
been involved in projects with renewable energy
and fish farming. It is expected that work related
to renewable energy offshore will become more
important going forward, which in combination with
high activity within oil and gas gives Solstad strong
reasons to expect a period with high activity for the
fleet going forward.
Technical & Projects
Throughout the year, 16 dry-dockings and 16 larger
maintenance stops were completed. The largest
project in 2022 was the conversion of Normand
Clipper back to cable layer. Two vessels were
reactivated from long time layup. Two vessels were
installed with battery. A total of ten vessels are now
equipped with batteries. The technical uptime for
the year was 98,84%.
HSE & HR
HSE results ended with a TRCF at 1.24 (1.19 in
2021). This is above the 1.10 TRCF target for the
year.
By the end of the year, total number of seafarers
counted 3,079. Retention rate per region / nationality
is relatively stable and corporate retention was at
94% affected by some lower retention on Nordic
crew. Post Q1 2022, the Covid-19 impact on both
seafarers and the crewing department reduced.
The working environment, onshore and onboard
the ships, is considered satisfactory. Sick leave
onshore was 1.8% in 2022, up from 1.6% in 2021.
Vessel Divestment in 2022
In 2022, Solstad Offshore completed divestment
of 16 vessels, primarily the smallest and less
modern vessels: 7 PSVs and 9 AHTSs. Thirteen
vessels were divested in line with the restructuring
plan for the company, in addition to three strategic
vessels. The sale of the 13 vessels concludes the
divestment of non-strategic vessels whereof one
of the 37 non-strategic vessels has been put into
operation. Warrants are exercised in accordance to
the restructuring agreement 20 October 2020.
3. The Market
Oil and Gas
Demand for vessels continued to increase
throughout the year, with new projects driving the
demand on a global basis. With a fairly stable
supply side, the utilization grade for the vessels has
increased and by that also the commercial terms.
There is a tendency towards that clients will secure
access to vessels and thereby are willing to offer
longer contracts than we have seen the last years.
Oil and gas clients account for about 84% of the
revenue in Solstad. As this industry is expected
to be active going forward, it is also likely that the
main part of the revenue in Solstad will come from
oil and gas. This being said, the Company’s vessels
are also suitable for development of offshore wind,
mainly relevant for the CSVs, but as floating wind
develops, this might also extend to the AHTS fleet.
The main geographical oil and gas market for
Solstad are still the North Sea, Brazil and Australia.
Renewable Energy
The renewable market, and in particular offshore
wind, continued its growth momentum in 2022,
with Europe, USA and South East Asia as the main
markets.
The market is driven by political ambitions to
increase energy production from renewable
sources to reduce carbon emissions.
The Company’s fleet and competence will be
central in the energy transition. Both the CSV and
the AHTS will be utilized in the floating wind market.
Solstad can take on a wider scope of work through
the Windstaller Alliance or by doing more traditional
timecharter contracts.
In 2022 about 16% of operating income came from
renewable energy projects versus 11% in 2021.
4. Corporate Particulars
As of 31 December 2022, the number of
shareholders was 10,919 whereof total international
shareholding was approximately 14%. The largest
shareholders, Aker Capital AS, DNB Markets
Aksjehandel/-analyse and Interactive Brokers LLC
AS, held 24.84%, 9.55% and 5.89% respectively.
50%
55%
60%
65%
70%
75%
80%
85%
90%
95%
100%
Q4-21 Q1-22 Q2-22 Q3-22 Q4-22
AHTS PSV CSV Average
Fleet Utilisation
Solstad Offshore ASA | Annual Report 202218
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5. Corporate Governance
and Management
Solstad Offshore ASA’s governance and
management adheres to the Company’s vision
and values. The Company is listed on the Oslo
Stock Exchange and is subject to the Norwegian
companies act, accounting act and stock exchange
listing and securities trading legislation. Solstad
Offshore ASA adheres to the Norwegian Code of
Practice for Corporate Governance, which was
last revised on 14 October 2021. More information
on corporate governance is given in the separate
chapter in the annual report and on www.solstad.
com.
The directors and officers of Solstad Offshore ASA
are covered under a “Director and Officer Liability
Insurance”. The insurance covers personal legal
liabilities including defence and legal expense. The
officers and directors of the parent company and all
subsidiaries globally are covered by the insurance.
The cover also includes employees in managerial
positions or employees who serves as Directors
in non-subsidiaries to safeguard the interest of the
Company.
6. Financial Position and
Development - the Group
The financial statements for the Company for 2022
are prepared in accordance with International
Financial Reporting Standards “IFRS”, as adopted
by the European Union.
Operating income in 2022 was MNOK 6,500
compared to MNOK 5,418 in 2021. The increase
from 2021 is mainly driven by improved utilization,
higher day rates, and strengthened sales of
additional services in line with the Company’s
strategy towards the high-end market.
Operating expenses in 2022 amounted to MNOK
4,593 compared to MNOK 4,016 in 2021. Adjusted
EBITDA for the year was MNOK 1,938 compared
to MNOK 1,534 in 2021. Operating result before
financial items and tax was MNOK 1,299 compared
to MNOK -7 in 2021, including net-impairments of
fixed assets of MNOK -556 (reversal) compared to
MNOK 45 in 2021.
Cash flows from operating activities amounted to
MNOK 1,446. Operating result amounted to MNOK
1,907. The difference is mainly related to timing.
Cash flow from investing activities amounts to
negative MNOK 123. Sale of vessels has reduced
the net cash outflow from investments with MNOK
450. Investments are mainly related to periodic
maintenance and installation of battery packages,
and minor investments done to be able to fulfil a
contract with custemors. Cash flow from financing
activities amounts to negative MNOK 1,647. This is
mainly related to interest payments and repayment
of loan following sales of vessels.
Company result after tax for 2022 was MNOK -1,118
(MNOK -1,136 in 2021). Net financial items for
2022 were MNOK -2,312 (MNOK -1,103 in 2021).
The change from 2021 to 2022 is mainly due to
unrealised foreign exchange effects and increased
interest rate levels.
Net earnings per share were NOK -14.53 (NOK
-15.13 in 2021). Operating result before depreciation
and impairment amounted to 29% of income
compared to 26% in 2021. Booked equity per
31.12.2022 was MNOK 1,753 (MNOK 3,083 in 2021)
i.e. NOK 22.68 per share (NOK 40.78 per share in
2021). Interest bearing debt as of 31.12.2022 was
MNOK 23,287 (MNOK 20,718 in 2021), whereof
MNOK 2,608 (MNOK 2,913 in 2021) is classified
as current liabilities. The interest-bearing debt has
the following currency split, 27% (31) NOK and
73% (69) in USD. Overview and details of amounts,
interest rates, maturity and main covenants are
included in the account notes 5 and 6. At year-end,
the Company held MNOK 2,170 in cash deposits
(MNOK 2,459 at year-end 2021). The cash at year-
end includes an MNOK 1,494 (MNOK 1,496 at
year-end 2021) working capital facility provided as
a part of the restructuring agreement.
7. Health, Environment, Safety
and Quality Assurance
The Company operates in accordance with
international regulations and standards and is
certified to ISM, ISO 14001:2015, ISO 9001:2015,
ISO 45001:2018, ISO 50001:2018, MLC (Maritime
Labor Convention) and ISPS (International Ship
and Port Facility Security). The crews are trained
according to the Company’s procedures and
approved pursuant to the requirements of the
STCW 10 (Seafarers Training, Certification and
Watchkeeping Code). Internal audits are carried
out on all ships and offices on an annual basis. The
common management system (Solstad Internal
Management System - SIMS) includes overall
objectives and policies for the Company. Further,
it describes the various processes and activities to
be performed and each employee’s responsibilities/
roles related to these.
A vital part to understand and improve safety is to
focus on preventative measures to avoid injuries
and operational accidents or interruptions. In 2022,
37,786 HSE reports were recorded and processed
at different levels in the organization. Conclusions
from analyses are used as basis for further
preventative measures to avoid future accidents.
Overall, the Company had four work-related
lost-time injuries that provide an TRCF (Total
Recordable Case Frequency, recordable injuries
per 1 million working hours) of 1.24 for 2022 (1.19
in 2021). The goal of no incidents is maintained for
2023, and the Company focuses on the evaluation,
facilitation, planning and preventative work to avoid
all kinds of personnel-related injuries and incidents
with adverse effect on the environment. Based
on positive experience, the Company continue
to develop and improve the safety behaviour and
culture program “Solstad Incident Free Operations”
(SIFO). Over the period that the program has been
implemented the number of incidents was reduced
by involving the crew and increasing their focus
on safety in their daily work. SIFO is a long-term
program and it will realistically take 2-3 years to get
properly implemented.
A cornerstone on the Company’s fuel and emission
reduction programme is Solstad Green Operations.
Crew support is still high and reached the KPI level
of 20 operations per vessel per month. In 2022, one
of our main goals was to upgrade three vessels with
battery hybrid systems. We managed to upgrade
two vessels - Solitaire and Ocean - both with good
results and very positive feedback from our clients.
A total of ten vessels have now been upgraded with
battery and additionally another nine vessels with
shore power. Another goal for the year was to start
using liquified bio gas (LBG) on one vessel, but this
did not materialize due to a combination of lack of
available gas and the associated cost level.
The fleet had 147 litres of oil spills to the environment
during the year. Even though the goal is zero spill
this is one of the best annual results.
The Company has a program for sorting and
reporting of all waste, covering both ship and
onshore organizations. An extensive program has
been initiated to reduce the use of single use items
such as plastic water bottles, cutlery, plastic cups
etc.
A major milestone during the year was that
the Company managed to join an international
consortium and win a large EU grant for the
development of improved marine battery systems
(MEUR 2.6 in funding to Solstad).
The Company’s onshore administration consists of
193 men (58%) and 138 women (42%). Out of a total
of 3,079 marine crew at year-end, only 187 were
women (6%). The Company focuses on diversity
and has equal opportunities for all employees,
regardless of their ethnic background, nationality,
descent, color, language, religion, lifestyle or
Top 10 as of 31.12.2022 Number of shares Ownership
Aker Capital AS 19,206,002 24.84 %
DNB Markets Aksjehandel/-analyse 7,379,541 9.55 %
Interactive Brokers LLC 4,550,647 5.89 %
Skandinaviska Enskilda Banken AB 3,750,000 4.85 %
Jarsteinen AS 3,197,779 4.14 %
Magne Hystad 1,235,000 1.60 %
The Export-Import Bank of China 1,13 9,842 1.47 %
Nordnet Livsforsikring AS 1,057,775 1.37 %
Sparebanken Møre 978,598 1.27 %
Morten Østdahl 788,526 1.02 %
Minority shareholders (<1 %) 34,024,899 44.01 %
77,308,609 100 %
Solstad Offshore ASA | Annual Report 202220
Contents
Annual Report 2022
gender. The Company will select and appoint the
most suitable person for a position based on their
attitude, skills and qualifications. The Company
takes part in recruitment and training of cadets/
trainees and participates in measures towards
encouraging young people to involve in maritime
education. The Company received an award as
“Maritime Training Company of the Year 2022” in
Norway, due to its focus on competence including
the successful adult training program launched
during this year.
8. Market Outlook
The outlook for offshore energy activities continue
to strengthen. Driven by energy prices, energy
security issues and bold ambitions to increase
energy production from renewable energy sources,
the offshore energy markets ended 2022 strongly
with both high tender activity and a substantial
amount of contract awards. The demand for
Solstad’s services continues to increase and the
company enters 2023 with a good balance between
secured backlog and available capacity.
Even though Solstad’s CSVs were originally built
for the oil and gas markets, the vessels are already
in demand from renewable energy clients and as
floating wind continue to develop, it is expected
that the AHTSs also will be a central part of the
installation of offshore wind parks. Except for
vessels dedicated to offshore wind support, there
are few new vessels under construction, meaning
that all activity increase has to be supported by
the vessels that already in operation. This should
give a continued positive effect on utilization and
commercial terms for the high-end-fleet during the
coming year.
In some regions, there are seasonal variations
in activity. The North Sea is one example where
less planned work is conducted during the winter
months. As global activity continues to improve,
these seasonal variations could be less going
forward.
9. Risk
The company is exposed to market, commercial,
operational, regulatory and financial risks that
affect the assets, liabilities, available liquidity, and
future cash flows. In addition there is a inherent
refinancing with maturity of the main portion of the
external debt end of March 2024.
One of the key commercial risks for Solstad is
the cyclical oil and gas markets that the company
operates in, with high volatility in charter rates,
vessel values and consequently profitability.
Charter rates have increased during the year, after
a long period of suppressed rates due to market
imbalance. Factors affecting this are partly outside
Solstad’s control and influence.
Operational risks such as technical breakdown,
grounding and malfunction of equipment are partly
mitigated by insurance. In addition, there are
operational risks out of the company’s control such
as Covid-19 and the war in Ukraine.
Solstad is exposed to interest rate and currency
risk, primarily through financing and contracts.
Interest rate risk is mainly due to long-term debt
with floating interest. With a substantial portion of
the mortgaged debt in USD, currency exchange
fluctuations can have a significant effect on the
company’s profit and loss, debt and consolidated
booked equity.
A risk mitigation framework has been established
based on identifying, assessing, and managing
risks affecting the Company. The board of Solstad
monitors the overall risk factors for the Company.
Market Risk
Market and operational risks are changes in the
demand and prices of the services provided by
the Company, and potential adverse effects of the
provision of such services. The market has steadily
improved during 2022 from the weak starting point,
despite Covid-19 still affecting regions where
Solstad operates. The Company has avoided
significant operational disruptions caused by
Covid-19.
Risk Related to the Ongoing Invasion of
Ukraine
In February 2022, Russian armed forces invaded
Ukraine. The Company is present in Ukraine with an
office that manages crewing services and employs
approximately 400 Ukrainian crew. The outcome of
the invasion of Ukraine remains uncertain. None of
the Company’s vessels have been forced to off-hire
due to the situation, but there is a risk that crew
changes and crew availability will be challenging as
long as the war persists. The management team is
handling the event and its development proactively,
including sanctions and direct and indirect impacts.
Cyber security risk has increased compared to
2021, partly driven by the war in Ukraine.
Safety and Environmental risks
There are inherent safety and security risks related
to operations at sea. As one of our core values,
safety is always in front of mind for all employees,
which is materialized through the Solstad Incident
Free Operations (SIFO) program. The Company
focuses on evaluation, facilitation, planning and
preventive work to avoid all type of personnel
related injuries and incidents that have an adverse
effect on the environment.
The environmental risks mainly relates to the
vessels and includes risks such as oil spillage.
Key performance indicators are monitored, and
cause analysis performed with mitigating responses
if possible undesired events are identified.
For further information, reference is made to the
Sustainability Report.
Climate Risk
The Company’s business and results of operations
could be adversely affected by climate change
and the adoption of new climate change laws,
policies, and regulations. Growing concerns about
climate change and greenhouse gas emissions
have led to the adoption of various regulations and
policies, including the Paris Agreement negotiated
at the 2015 United Nations Conference on Climate
Change (COP 21).
Climate risk is part of the Company’s risk universe,
and the Company is exposed to a variety of climate
risks. These risks vary from regulatory, transitional,
market, technology to reputational risk. Short
and medium-term climate change issues are not
expected to have any significant effect on Solstad’s
OPEX. Higher fuel price due to CO2 levies or
the cost of green fuels will for the most part be
forwarded to our clients. Solstad focus mainly on
reduction of carbon emissions from the fleet and to
grow and pursue new business opportunities within
the renewable segments. Risks and opportunities
are classified as short, medium or long term
based on how effects of climate change affect
the Company, and required actions consequently
planned. The Company’s own initiatives to improve
energy efficiency are important towards reaching
the 50% emission reduction target, and net zero
in 2050. At the same time we must acknowledge
that the targets require access to technology still
under development, and extensive investments in
both existing vessels and in fleet renewal. A fast
decraese in the market demand for the existing
type of vessels may pose a risk to Solstad, but as
there are very limited newbuild or other alternatives
available globally over the next five to eitght years,
this risk will be limited.
The Company aims to be transparent in its
sustainability reporting and work continuously
on public ESG communication to ensure that
all stakeholders understands that the ongoing
transition is under control and to mitigate the risk
for any negative publicity and/or liability issues.
For further information, reference is made to the
Sustainability Report.
Financing Risks
The main portion of Solstad’s external debt will
mature March 2024 and therefore it is an inherent
refinancing risk. A refinancing is dependent on how
the OSV market- and the oil and gas prices develops
and other factors such as financing capacity for
the OSV segment. The Company has engaged
a consulting firm to facilitate an independent
analysis of Solstad’s debt service ability. A failure
to refinance by the end of March 2024 will have a
material adverse effect on the financial situation
of the Group and Company. Dependent on the
outcome of the refinancing process and the
Company’s debt service ability, this may lead to a
need for adjustments of the capital structure.
Normand Maximus
Reference is made to the Company’s 2Q 2022
report, section Financial Summary. The transaction
whereby the Company’s leased vessel, the CSV
Normand Maximus was sold from its owner
Maximus Limited to AMSC ASA was completed in
the 4Q 2022 and the vessel was delivered to its new
owner. Consequently, the residual claim against the
Company’s subsidiary Normand Maximus Limited
has been finally determined and matures on 31
March 2024. The residual claim amounts to MUSD
161, and is included in the lease liability, with an
annual interest rate of 9.5%. The residual claim is
guaranteed by the Company. The residual claim
needs to be refinanced within the maturity date. As
the residual claim is guaranteed by the Company,
a failure to refinance the residual claim will have a
material adverse effect on Solstad Offshore ASA’s
financial situation. Further, the vessel has been
delivered to a subsidiary of the Company under
Solstad Offshore ASA | Annual Report 202222
Contents
Annual Report 2022
a bareboat agreement for a five-year firm period
and options for further 10 years with a subsidiary
of AMSC. The group thus maintains operational
control of the CSV Normand Maximus.
Further details refer to note 6 and 8.
10. Finance - Parent Company
The result for Solstad Offshore ASA in 2022 was
MNOK 252 (MNOK 92 in 2021). The net financial
result of MNOK 251 (MNOK 92 in 2021) is mainly
related to effects from the financial restructuring
of the Company. Operating result was of MNOK 1
(MNOK 0.2 in 2021).
The Company’s assets are mainly related to the
value of shares in subsidiaries. Booked equity at
year end was MNOK 679 (MNOK 422 in 2021).
The long term debt at the same date was MNOK 1
(MNOK 2 in 2021).
11. Going Concern
The annual accounts are prepared on the
assumption of a going concern. The going concern
assumption until end of March 2024 is based on the
level of cash and cash equivalents and equity at
year end 2022, terms and conditions of the banking
and borrowing facilities, the forecasted cash flow
prognosis for the Group and the solid backlog
position as of 31 December 2022.
Estimates shows that there is sufficient liquidity in
the Company until final maturity of the fleet loan
and Maximus residual claim due end-March 2024.
The fleet-loan agreement includes a mechanism for
deferring 2023-installments. The Company does
not expect to settle first instalment of the fleet-loan
31 March 2023.
The Group has seen continued strengthening of
the marked during the year despite of a challenging
macroeconomic environment. With an expected
continued strong energy market, and the high focus
on energy transition, we also expect an active
offshore marked in the coming period. Due to the
macroeconomic environment, we see increase in
expenses due to inflation and increased interest
expenses for the Group.
The Group has started the process with refinancing
and this process will continue in the coming period
until maturity of the main portion of the external
debt. The strategic move of divesting PSV business
line strengthens Solstad’s balance sheet, debt
service ability and liquidity. A failure to refinance by
the end of March 2024 will have a material adverse
effect on the financial situation of the Group and
Company. Dependent on the outcome of the
refinancing process, this may lead to a need for
adjustments of the capital structure.
12. Subsequent events
Contracts
The Company has increased its order intake with
approximately MNOK 1,300 during 1Q 2023. The
new contracts are from all business segments.
Sale of Vessels
The sale of CSV, Normand Jarl, in February 2023
resulted in a gain of approximately MNOK 450. In
addition two vessels classified as strategic in 2023
were sold, one PSV and one AHTS resulting in
minor positive accounting effects.
Divestment
The Company has signed an agreement with U.S.
based Tidewater Inc., dated 7 March 2023, for the
sale of 37 PSVs. The transaction is considered a
strategic repositioning of the Company as one of
the main global owner and operators of high-end
tonnage of AHTS and subsea vessels. Refer to
Note 29.
Redelivery of bareboat
The Company has since October 2020 chartered
the vessels “Far Senator” and “Normand
Statesman” on bareboat terms. Ocean Yield ASA
has exercised its right under the bareboat charters
to have the vessels redelivered. The vessels will
thus be redelivered to their owner at the end of their
current commitments.
13. Profit & loss allocation
The Board proposed that the following distribution
is made for the parent company:
Transfer from other equity NOK 251,573,743
Net applied/transferred NOK 251,573,743
Harald Espedal
Chairman
Thorhild Widvey
Director
Ellen Solstad
Director
Ingrid Kylstad
Director
Lars Peder Solstad
CEO
Peder Sortland
Director
Frank O. Reite
Director
Board of Director in Solstad Offshore ASA
Skudeneshavn 30 March 2023
Affirmation by the Board and Managing Director
We hereby affirm that, to the best of understanding, the Annual Accounts for the period 1st January to 31st December 2022
have been prepared in accordance with current accounting standards; and that the information in the accounts represents a
true and fair view of the Company’s and the consolidated group’s assets, liabilities, financial position and overall performance.
We further affirm that the Annual Report provides a true and fair view of the development, earnings and standing of the
Company and the consolidated group; outlining the most important risk factors and uncertainties facing the group.
Solstad Offshore ASA | Sustainability Report 2022
24
Sustainability Report 2022
Contents
Plastic Bottles
The reduction of single-use water
plastic bottles in 2022 ended at 31%,
corresponding to 72,000 bottles, which lead
to a CO2 reduction of 9.1 tons. From 2023,
these items have been removed from the
provisions ordering lists and are now only
used in special operations.
Sustainability highlights 2022
Safety
At Solstad, our goal is to have zero injuries. In 2022, the Total Recordable Cases Frequency
(TRCF) was record low with 1.24, and of four Lost Time Incidents (LTI) were recorded.
Emissions
The total eet CO2 emissions increased by 1% in 2022 to 720,101 tons compared to 711,552 tons in 2021.
The increase was mainly due to higher operational activity and more vessels in operation.
The average eet CO2 emissions per vessel day was on the same level in 2022 as in 2021. Even though
higher activity is seen as positive, this often results in longer transits for some vessels between regions, less
days idle, and more demanding dynamic positioning (DP) work for the CSV and AHTS vessels. The result is
higher total net CO2 emissions, and it is key that our vessels focus on Solstad Green Operations (SGO) to
limit fuel consumption. The KPI of 20 SGO’s per day per vessels was achieved in 2022.
Oil Spills
In Solstad, our goal is to have zero spills.
In 2022, we saw a decrease the numbers
and volume om oil spills to the environment
despite increased operational activity. We
had 153 liters of spills in 2022, compared
to 293 liters and 348 liters of spills in 2021
and 2020, respectively.
Diversity and
Inclusion
Currently, 6% of Solstad’s
seafarers are women, compared
to 5% in 2020, and we had a
44% increase in the number of
female seafarers during the year.
For the onshore organization, the
total of female managers is at
22%, with a target to reach 35%
by 2030.
9,09
12,19
8,69
8,35
6,23
6,29
2,76
4,34
3,36
3,81
2,48
3,70
2,62
4,05
1,98
1,41
1,69
1,84
1,80
1,65
1,28
1,19
1,24
0,00
2,00
4,00
6,00
8,00
10,00
12,00
14,00
0
2 000 000
4 000 000
6 000 000
8 000 000
10 000 000
12 000 000
14 000 000
16 000 000
18 000 000
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
TRCF
Working hours
Total Recordable Case Frequency (TRCF)
0
50 000
100 000
150 000
200 000
250 000
2020 2021 2022
0
5
10
15
20
25
30
35
40
PSV AHTS CSV Fleet
Quarterly Avg tCO2 per vessel/day
Emission CO
₂₂
per day per vessel
2019 2020 2021 2022
0
100
200
300
400
2020 2021 2022
78 %
22 %
Onshore Managers
Male Female
94 %
6 %
Offshore crew
Male Female
Solstad Offshore ASA | Annual Report 202226
Contents
Annual Report 2022
Corporate
governance
The Board of Directors (the “Board”) of Solstad
Offshore ASA (“Solstad” or “the Company”)
is responsible for ensuring that the Company
is organized, managed and controlled in an
appropriate manner in compliance with applicable
laws and regulations. It is the Board of Directors’
view that compliance with generally accepted
corporate governance guidelines is important as it
contributes towards reduced risk, desired conduct,
and fair treatment of all stakeholders.
The Board of Directors therefore considers
compliance with generally accepted corporate
governance guidelines as an important prerequisite
for long-term value creation. The company strives
to ensure that its internal control mechanisms,
organisation and management structures comply
with good corporate governance principles.
Solstad seeks to comply with the Norwegian
Code of Practice for Corporate Governance the
“Corporate Governance Code” or “the Code”), last
revised 14 October 2021, which is available at the
Norwegian Corporate Governance Committee’s
website www.nues.no. The principal purpose of the
Corporate Governance Code is to ensure (i) that
listed companies implement corporate governance
that clarifies the respective roles of shareholders,
the board of directors and executive management
more comprehensively than what is required by
legislation and (ii) effective management and
control over activities with the aim of securing
the greatest possible value creation over time
in the best interest of companies, shareholders,
employees and other parties concerned.
The following statement explains how Solstad
addresses the 15 topics defined in the Corporate
Governance Code.
1. Implementation and Reporting
The Board is aware of its responsibility for
implementation of internal procedures and
regulations to ensure that the Company and its
subsidiaries comply with applicable principles for
good corporate governance in line with Norwegian
and applicable international standards.
Good corporate governance is an integral part of
the decision-making process in matters dealt with
by the Board. Governing structures and controls
help to ensure that the policy is enacted upon. The
work of the Board of Directors is based on defined
division of roles and responsibilities between
the shareholders, the Board and management.
Solstad has implemented specific set of rules and
procedures for the Board of Directors, constituting
the governance structure and administrative
procedures for their work.
According to Solstad’s own evaluation, the
Company deviates from the Corporate Governance
Code on the following points:
• Section 6: Solstad deviates from the
recommendation to have all Board members
present at the General Meeting as the
company deemed it satisfactory to require the
presence of the chairperson of the Board, the
chairperson of the nomination committee, the
auditor, and the CEO. Solstad also deviates
from the recommendation to establish routines
for appointment of an independent person
to chair the General Meeting, however the
General Meeting’s agenda allows shareholders
to nominate an independent chair.
• Section 14: Due to the unpredictable nature of a
take-over situation, the Company has decided
not to implement detailed guidelines on take-
over situations. In the event of a take-over, the
board of directors will consider the relevant
recommendations in the Corporate Governance
Code and whether the situation entails that the
recommendations in the Corporate Governance
Code can be complied with or not. In a potential
bid-situation, the Board of Directors will work to
inform shareholders and allow time to decide on
the offer. Furthermore, the Board of Directors
will issue a statement to the shareholders
with an assessment of the bid and a
recommendation of whether to accept it or not.
2. Business
Solstad is a world leading owner and operator of
offshore service vessels (OSVs), offering maritime
services to the global offshore oil and gas and
renewable energy industries. Solstad is a public
limited liability company organized under the laws
of Norway and subject to the provisions of the
Norwegian Public Limited Liability Companies Act.
The Company’s objective. as defined in its Articles
of Association, is shipping activities and any other
associated business, including the ownership
of shares and stakes in companies engaged in
corresponding or related business activities.
Solstad’s operations are based on cross border
trade, and interaction with people from many
countries and different cultures. The Company aims
to be a socially responsible operator and partner
wherever it conducts its business. It has adopted
guidelines for corporate social responsibility
(“CSR”), based on the principles of the UN Global
Compact about CSR related to human rights,
labour rights, social concern, environment and
climate issues, and anti-corruption.
In addition, Solstad annually publishes a
sustainability report where it presents the main
environmental, social and societal (ESG),
challenges the Company faces, and how it
approaches them. The defined material topics and
ESG priorities are integrated with the company’s
business strategy, and specific goals have been
identified to improve Solstad’s performance within
these areas.
To discuss and evaluate goals, strategy and risk
profile, the Board of Directors conducts an annual
strategy meeting, where the main purpose is to set
the long-term direction for the company.
A further description of Solstad’s operations,
goals, strategy, and risk profile is provided in
the Company’s annual report, which shows how
its operations and strategies are aligned with
objectives defined in the Articles of Association.
3. Equity and Dividends
The Company’s solidity is continuously assessed.
At year-end 2022, the Company’s equity amounted
to MNOK 1,753 and total assets were MNOK 26,019
– providing an equity-to-asset ratio of 6.8 percent.
The Annual General Meeting determines the
annual dividend, based on the Board of Directors’
proposal. The Company will not pay dividends for
the 2022 financial year.
At the Annual General Meeting, held on 30 May
2022, no authorization was given to the Board of
Directors to increase the Company’s share capital.
4.Equal Treatment of
Shareholders
Equal treatment of all shareholders of Solstad
Offshore ASA is a core governance principle.
Solstad has one class of shares and is listed on
Solstad Offshore ASA | Annual Report 202228
Contents
Annual Report 2022
Oslo Stock Exchange under the ticker “SOFF”.
All shares have equal rights, and each share
carries one vote at the General Meeting.
In situations where normal preferential rights
shall be deviated from, the Company’s Board of
Directors is proposed to prepare grounds for such
a decision in accordance with the Norwegian
Code of Practice for Corporate Governance and
shall present these to the General Meeting.
An authorization to the Board of Directors to
acquire treasury shares is normally contingent to
take place at Oslo Stock Exchange.
5. Shares and Negotiability
All shares in Solstad Offshore ASA are freely
tradable. The Company’s Articles of Association
set no limitations on transactions.
6. General Meeting
The interest of the Company’s shareholders is
exercised at the General Meetings The Annual
General Meeting is normally held in the month of
May or June. The 2023 Annual General Meeting
is scheduled for May 11
th
, 2023.
All shareholders with known address registered
in the Norwegian Central Securities Depository
(VPS) will receive an invitation to the General
meeting. According to the Articles of Association,
the notice and related documents should be post-
ed on the Company’s website and www.news-
web.no no later than three weeks in advance.
The Company endeavours to ensure that the
documents contain all necessary information to
enable shareholders to vote on all matters. In line
with article 7 of Solstad’s Articles of Association,
shareholders should register their attendance at
least two workdays prior to the General Meeting.
The Chairperson of the Board of Directors and
chairperson of the Nomination Committee
take part in the General Meeting, as does the
Company’s Auditor. Board members participate
at the General Meetings when specifically re-
quired. Solstad has not deemed it necessary to
require the presence of all members of the Board
of Directors at the General Meeting.
The Chairperson of the Board opens the General
Meeting. The General Meeting elects a person
to chair the meeting. Normally the chairperson
of Solstad Offshore ASA is nominated to chair
the General Meeting, however the General
Meeting’s agenda allows shareholders to nom-
inate an independent chair. In case particular
items on the agenda require such measures, the
Board of Directors will also consider nominating
an independent chairperson to lead the General
Meeting.
Shareholders who cannot attend the General
Meeting, may be represented by proxy and the
procedures for voting by proxy are described in
the notice. The proxy authorization form is de-
signed to allow shareholders to vote on individ-
ual items and individual candidates for election
or re-election. The agenda is determined by
the Board of Directors, according to article 6 of
Solstad’s Articles of Association. The minutes of
the General Meeting are published as a Stock
Exchange notice and on the Company’s website.
7. Nomination Committee
The Articles of Association states that the
Company shall have a Nomination Committee of
2-3 members, the final number to be decided by
the General Meeting.
The Nomination Committee shall propose
candidates to the Board of Directors and to
the Nomination Committee, and propose
remuneration of the Board of Directors and
members of the Nomination Committee. A
justification for a new candidate up for election
will include information on the candidate’s
competence, capacity and independence.
As part of its nomination process, the Nomination
Committee has contact with major shareholders,
the Board of Directors and the Company’s executive
management to ensure that the process takes both
the Board of Directors’ and the Company’s needs
into consideration.
The General Meeting will elect the members of the
Nomination Committee, including the chairperson,
set their remuneration, and set the guidelines for
the committee’s work.
The guidelines for Solstad’s Nomination Committee
stipulates that the majority of the committee should
be independent of the Board of Directors and the
Company’s executive personnel. None of the
members of the Nomination Committee should
simultaneously be a member of the Company’s
day-to-day management or the Company’s Board
of Directors.
The current members of the Nomination Committee
are Rune Lande (chair), Toril Eidesvik and
Owe Høines. The majority of the members are
independent of the Board of Directors and the
Company’s executive management.
The guidelines for the Nomination Committee,
and its contact details, are available on Solstad’s
website.
8. Board of Directors,
Composition, and Independence
Pursuant to Solstad’s Articles of Association, the
company’s Board of Directors shall consist of three
to seven members. The current Board of Directors
consists of six members, who have been elected by
the General Meeting.
Solstad strives to ensure that the Board of Directors
has a composition necessary to safeguard
the interest of the shareholders. The Board of
Directors considers its composition to be diverse
and competent with respect to expertise, capacity,
gender and diversity adapted to the company’s
objectives, main challenges and the common
interest of all shareholders. The Board of Directors
emphasizes the importance of efficiency as a
collegial body. The Board of Directors consists of
three men and three women.
The Board should be composed of Directors who
act independently of special interests, and the
majority of the Directors should be independent of
any major shareholder. As of 31 December 2022,
Solstad’s Board of Directors consists of Harald
Espedal (chair), Ingrid Kylstad, Frank O. Reite, Ellen
Solstad, Peder Sortland and Thorhild Widvey. The
majority of the members of the Board of Directors
are independent of the Company’s executive
personnel and material business contacts. Harald
Espedal, Ingrid Kylstad, Peder Sortland and
Thorhild Widvey are independent of the Company’s
large shareholders.
The Board of Directors does not include executive
personnel.
The Chairperson of the Board of Directors is elected
by the General Meeting.
Directors are elected for a two-year term. See the
annual report for a presentation of the Directors.
As of 31 December 2022, two of the six Directors
(Harald Espedal, directly and Ellen Solstad,
indirectly) owns shares in Solstad.
9. Work of the Board of Directors
The Board of Director has the overall responsibility
to oversee the organization, operation and
management of Solstad, whilst the CEO is
responsible for day-to-day management. Both
the Board of Directors and the CEO conduct
their work through established procedures where
responsibilities and administrative procedures are
outlined.
The procedures also state how the Board of
Directors and Executive Management shall handle
agreements with related parties, including whether
an independent valuation must be obtained. The
Board of Directors should also present any such
agreements in their annual directors’ report.
Solstad Offshore ASA | Annual Report 202230
Contents
Annual Report 2022
The Company maintains rules to ensure that the
Board of Directors and Executive Management
report to the Board in case of any direct or
indirect material interest in any contract signed
by the Company. If the chairman of the Board
of Directors is, or has been, personally involved
in matters of a material character, the Board’s
consideration of such matters will be chaired by
another member of the board.
In accordance with the Public Companies Act,
Solstad has an Audit Committee that is elected by
the Board of Directors. As of 31 December 2022,
Solstad’s Audit Committee consists of Frank O.
Reite (chair), Ingrid Kylstad and Peder Sortland.
All Audit Committee members are considered
independent of the Company.
The Board of Directors has considered but not
established a remuneration committee. Instead,
the Board of Directors resolves matters relating
to compensation paid to the executive personnel.
As a large majority of the Board members
are independent of the Company’s executive
personnel, it is the Board of Directors’ view that
it is a suitable body to help ensure a thorough
and independent preparation of matters relating
to compensation paid to the executive personnel.
The Board of Directors evaluates its own
performance and expertise on an annual basis.
The evaluation is submitted to the Nomination
Committee.
10. Risk Management and
Internal Control
The Board of Directors seeks through its
work to ensure that the Company maintains
good standards and further improvements of
internal control and appropriate systems of risk
management, considering the scope and nature
of the Company’s business, and the provisions
that govern the business. The Company
has established a system of operation and
administration that relies on work procedures and
job descriptions. The system also covers social
responsibility and ethical guidelines. There is a
commitment to quality assurance. The Board of
Directors receives information about operational,
administrative, and financial developments in
monthly reports. The Board reviews the corporate
strategy and the business plan annually, including
analysis of the Company’s risk exposure.
Exposure is monitored monthly through the
reports from the Administration. Procedures for
internal control is exercised according to the
adopted guidelines and reviewed with the auditor
and Board of Directors on an annual basis.
11. Remuneration of Directors
The remuneration of the Board of Directors is
determined by the General Meeting, based on
recommendation from the Nomination Committee.
The recommendation is normally linked to the
directors’ responsibilities, competence and time
commitment, taking the company’s size and
complexity into consideration. The remuneration
is in line with comparable companies in the
industry. The amounts involved are reported in
the annual report.
The remuneration of the Board of Directors is
not linked to the Company’s performance. The
directors do not have share options.
In cases where directors of the Board should
undertake significant additional work for the
Company, all directors will be informed and fees
shall be approved by the Board of Directors. The
fees are reported in the financial statements. All
transactions between directors or employees (or
companies that they represent or are associated
with) on the one hand, and the Company on the
other, are implemented in accordance with the
arm’s length doctrine.
12. Remuneration to
Executive Management
The remuneration of the CEO is determined by the
Board of Directors. The guidelines for remuneration
of the Executive Management are presented to
the General Meeting and remuneration guidelines
can be found on the Company website. A
Remuneration Report, which details remuneration
figures and principles for the Company’s Executive
Management, is published on Solstad’s website
annually. Executive Management remuneration
consists of three elements: Base salary, pension
contribution, and variable pay – bonus.
The company’s executive bonus system is designed
to promote performance in line with the company’s
strategy. The variable salary is determined by the
Company’s performance on a pre-defined set of
key performance indicators and is linked to the
Company’s priorities, defining clear deliverables
that are critical for the company’s future success.
The final executive bonus outcome is specifically
reserved as a matter for the Board of Directors. The
variable salary is limited to a specific percentage
share of the base salary.
13. Information and
Communication
The Company has a policy of treating all
shareholders and other market participants equally,
communicating relevant information on significant
developments of the Company´s business and
standing in a timely manner.
All information distributed to the Company’s
shareholders, including financial reports, is
published on Oslo Stock Exchange’s website
(www.newsweb.no) and the Company’s website
simultaneously. A financial calendar and other
shareholder information is available on the
Company’s website.
The board of directors has established guidelines
for the company’s contact with shareholders other
than through general meetings. These guidelines –
the “IR policy” – is available at Solstad’s website.
The Company seeks to adhere to the Oslo Børs
Code of Practice for Investor Relations.
14. Take- overs
The shares in the Company are freely tradable, and
the Articles of Association does not hold specific
defense mechanisms against take-over situations.
In a potential bid-situation, the Board will work
to inform Shareholders and allow time to decide
on the offer. Furthermore, the Board will issue a
statement to the Shareholders with an assessment
of the bid and a recommendation of whether to
accept it or not.
15. Auditor
The Auditor of the Company is elected at the
Annual General Meeting, which also approves its
remuneration. The Auditor sets out the highlights of
the audit plan to the audit committee annually. The
auditor also presents a report with its views and
observations regarding the accounting principles,
risk areas, internal control routines, and other
aspects. Furthermore, the Auditor will each year
deliver a written report to affirm its compliance
with certain impartiality and objectivity standards.
The Auditor attends Board Meetings to discuss the
financial statements for the year and attends the
Annual General Meeting.
Important consultancy work performed by the
Auditor requires prior approval by the Directors.
The remuneration to the auditor is reported in the
financial statements. Once a year, the Board of
Directors meets with the Auditor for discussions
without the CEO or other representatives from the
administration present.
Solstad Offshore ASA | Annual Report 202232
Contents
Annual Report 2022
Social Media
Highlights
2022
Solstad Offshore ASA | Annual Report 202234
Contents
Annual Report 2022
Maritime Training
Company of 2022
Solstad was honored to win the prize as Årets Maritime
Lærebedrift 2022 (Maritime Training Company of 2022)
as awarded by Stiftelsen Norsk Maritim Kompetanse.
Solstad has a tradition of offering training to young
people pursuing a maritime career, with a large
number of apprentices and cadets joining us every
year. With competence development in focus we
started an Ordinary Seaman program targeting adults.
In the program we offer 18-month training to people
with different backgrounds and ages, and at the
end of their practice they are fully qualified to work
as an able seaman in our industry. We hope many
can experience all the opportunities our industry
provides for all ages and genders. Through our project
“Women in Solstad” we also work systematically
in getting more women to join our Company!
In the picture you can see our HR Director Per Stange and Training Manager Liv Bente Mevik
accepting the prize on behalf of Solstad at the 29th National Maritime Summit in Haugesund
#solstadoffshore #wearesolstad #womeninsolstad #SIFO
Solstad Offshore, DeepOcean
and Østensjø team up in
remote operations venture
On 15th June 2022 Solstad decided to join forces with DeepOcean and Østensjø
Rederi to fast track the adoption of remotely managed services!
Together we have established two joint ventures (JVs) that will drive down
operating costs and emissions for the marine and offshore industries.
Remota AS will own and operate
advanced Remote Operations
Centers, while the other JV
will develop, own and operate
unmanned surface vehicles (USVs).
Solstad, DeepOcean and Østensjø
already have the technologies,
competence and assets in place,
but teaming up will further enhance
the capacity, growth prospects and
market penetration of our remote
operations offering. Operators
of offshore energy assets have
challenged the supplier industry
to deliver even more cost-efficient
services. This is our response,”
says Lars Peder Solstad,
CEO of Solstad Offshore.
Solstad Offshore ASA | Annual Report 2022
Contents
Annual Report 2022
36
Consolidated
Statement of
Comprehensive
Income
Group Accounts (NOK 1,000)
2022
01.01-31.12
2021
01.01-31.12
Note
Freight income 6,295,321 5,128,173 4,28
Other operating income 204,810 289,327 4
Total operating income 6,500,131 5,417,500
Personnel costs -2,288,609 -2,044,482 10,11,19
Administrative expenses -457,474 -449,509
Other operating expenses -1,846,600 -1,521,986 10
Operating expenses -4,592,684 -4,015,978
Operating result before depreciation and impairment 1,907,447 1,401,523
Depreciation -1,044,940 -993,053 7,8
Depreciation capitalised periodic maintenance -292,009 -271,098 7,8
Impairment fixed assets 555,958 -45,049 7,8
Net gain/loss on sale of assets 152,490 -99,730 7
Income from investment in joint ventures 20,418 247 13
Operating result 1,299,364 -7,159
Income from investments in associated companies 722 108 13
Interest income 47,152 10,295
Other financial income 12,113 173,405
Interest charges -1,404,972 -1,003,543
Other financial costs -967,504 -283,504
Net financial items -2,312,489 -1,103,239 9
Result before taxes -1,013,124 -1,110,398
Tax on ordinary result -104,679 -25,664 18
Net result -1,117,803 -1,136,062
Comprehensive income:
Translation adjustments foreign currency -218 660 -34,851
Comprehensive income that may be creclassified in subsequent periods -218 660 -34,851
Acturial gain /(loss) 947 -3,971 19
Comprehensive income that may not be reclassified in subsequent periods 947 -3,971
Total comprehencive income -1,335,516 -1,174,885
Net result attributable to:
Non-controlling interests -4,788 -33,613
Equity holders of the parent -1,113,016 -1,102,449
Comprehensive income attributable to:
Non-controlling interests -4,788 -33,613
Equity holders of the parent -1,330,728 -1,141,272
Earnings per share (NOK) -14.53 -15.13 16
Solstad Offshore ASA | Annual Report 2022
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Annual Report 2022
38
Consolidated
Statement
of Financial
Position
(NOK 1,000)
2022
31.12
2021
31.12
Note
ASSETS
LONG-TERM ASSETS:
INTANGIBLE ASSETS:
Deferred tax assets 4,351 14,497 18
Contracts - - 28
TOTAL INTAGIBLE FIXED ASSETS 4,351 14,497
LONG-TERM FIXED ASSETS:
Vessels and new build contracts 16,814,184 17,386,500 7
Right-of use-assets 3,345,812 2,561,186 8
Capitalized periodic maintenance 789,537 677,518 7
Other tangible fixed assets 28,382 26,309 7
TOTAL LONG-TERM FIXED ASSETS 20,977,915 20,651,513
FINANCIAL ASSETS:
Investment in joint ventures 156,235 91,127 13
Loans to associated companies and joint ventures 55,829 47,506 17
Investments in associated companies 2,323 1,279 13
Investments in shares 2,991 2,991 13
Other long-term receivables 57,536 56,460 23
TOTAL FINANCIAL ASSETS 274,915 199,364
TOTAL LONG-TERM ASSETS
21,257,181 20,865,374
CURRENT ASSETS:
Inventory 228,197 173,041 25
Receivables:
Account receivables 1,232,487 816,745 5,24
Other short-term receivables 698,141 421,094 24
Total receivables 1,930,628 1,237,839
Investments:
Market based shares 21,000 15,200 9,13
Bank deposits and cash equivalents 2,170,072 2,459,027 5,20
TOTAL CURRENT ASSETS
4,349,897 3,885,107
Assets held for sale 412,052 187,200 7
TOTAL ASSETS
26,019,130 24,937,682
Solstad Offshore ASA | Annual Report 2022
Contents
Annual Report 2022
40
Consolidated
Statement
of Financial
Position
(NOK 1,000)
2022
31.12
2021
31.12
Note
EQUITY & LIABILITIES:
EQUITY:
PAID-IN EQUITY:
Share capital (77,308,609 a 1,-) 77,309 75,609 15
Treasury shares - - 15
Other paid-in capital - -
Share premium 180,387 176,927
TOTAL PAID-IN EQUITY 257,696 252,536
RETAINED EARNINGS:
Other equity 1,504,816 2,835,545
TOTAL RETAINED EQUITY 1,504,816 2,835,545
Non-controlling interests -9,387 -4,599 13
Total Equity 1,753,125 3,083,481
LIABILITIES
LONG-TERM LIABILITIES:
Deferred tax - -
Pension liabilities 20,381 25,864 19
Other financial liabilities 12,425 17,316
Other long-term liabilities 1,046 1,917
Interest bearing liabilities 16,637,362 17,523,945 5,6
Leasing liabilities 3,564,963 280,761 5,6,8
TOTAL LONG-TERM LIABILITIES 20,236,177 17,849,803
CURRENT LIABILITIES
Accounts payable 694,564 552,077
Taxes payable 228,409 176,767 18
Other current liabilities 499,053 362,640 26
Current interest bearing liabilities 2,460,689 446,592 5,6
Current leasing liabilities 147,113 2,466,321 5,6,8
TOTAL CURRENT LIABILITIES 4,029,828 4,004,397
TOTAL LIABILITIES
24,266,005 21,854,200
TOTAL EQUITY AND LIABILITIES
26,019,130 24,937,682
Harald Espedal
Chairman
Thorhild Widvey
Director
Ellen Solstad
Director
Ingrid Kylstad
Director
Peder Sortland
Director
Frank O. Reite
Director
Board of Director in Solstad Offshore ASA
Skudeneshavn March 30, 2023
Lars Peder Solstad
CEO
Solstad Offshore ASA | Annual Report 2022
Contents
Annual Report 2022
Share
capital
Treasury
shares
Share
premium
Other
paid-in
capital
Translation
adjust-
ments
Other
equity
Total
majoirty
shares
Non-
controlling
interests
Total equity
Equity 01.01.2022
75,609 - 176,927 - 946,805 1,888,740 3,088,081 -4,599 3,083,481
Result
- - - - - -1,113,016 -1,113,016 -4,788 -1,117,803
Actuarial gain/
loss (-)
- - - - - 947 947 - 947
Translation
adjustments
- - - - -218,660 - -218,660 - -218,660
Total
comprehensive
income
- - - - -218,660 -1,112,068 -1,330,728 -4,788 -1,335,516
Share capital
increase by
convertion of debt
1,700 - 3,460 - - - 5,160 - 5,160
Equity 31.12.2022
77,309 - 180,387 - 728,145 776,672 1,762,512 -9,387 1,753,125
42
Consolidated
Statement
of Changes
in Equity
(NOK 1,000)
Equity 01.01.2021
74,873 - 175,572 - 981,656 2,995,161 4,227,261 15,814 4,243,075
Result
- - - - - -1,102,449 -1,102,449 -33,613 -1,136,062
Actuarial gain/
loss (-)
- - - - - -3,971 -3,971 - -3,971
Translation
adjustments
- - - - -34,851 - -34,851 - -34,851
Total
comprehensive
income
- - - - -34,851 -1,106,420 -1,141,272 -33,613 -1,174,885
Share capital
increase by
convertion of debt
736 - 1,355 - - - 2,091 - 2,091
Share capital privat
placement
- - - - - - - 13,200 13,200
Equity 31.12.2021
75,609 - 176,927 - 946,805 1,888,740 3,088,081 -4,599 3,083,481
Solstad Offshore ASA | Annual Report 2022
Contents
Annual Report 2022
2022
31.12
2021
31.12
Note
CASH FLOW FROM OPERATIONS
Result before tax -1,013,124 -1,110,398
Taxes payable -31,561 -18,917 18
Ordinary depreciation and write downs 780,990 1,309,199 7,8
Gain (-)/ loss long-term assets -179,919 95,274 7
Interest income -47,152 -10,295
Interest expense 1,404,972 1,003,543
Terminated leases - -
Non-cash refinance effects -16,691 -91,102
Effect of change in pension assets -1,043 400
Change in value of financial instruments - -
Unrealised currency gain/ -loss 938,084 275,136
Change in short-term receivables and payables -269,181 34,843
Change in other accruals -119,563 -103,931
Net cash flow from operations 1,445,813 1,383,754
CASH FLOW FROM INVESTMENTS
Investment in tangible fixed assets -124,912 -72,654 7
Payment of periodic maintenance -488,011 -252,192 7
Consideration sale of fixed assets (vessels) 450,268 290,215
Payment of long-term receivables -8,029 820
Received interests 47,152 10,295
Realization of shares and holdings - -
Net cash flow from investments
-123,532 -23,515
CASH FLOW FROM FINANCING
Paid-in capital - -
Lease interests paid -233,521 -176,480 6
Lease instalments -28,246 -213,191 6
Paid interests -839,280 -531,847
Drawdown long-term debt - -
Repayment of long-term debt -546,117 -397,541 6
Net cash flow from financing -1,647,164 -1,319,059
Effect of changes in foreign exchange rates 35,929 5,942
Net change in cash -324,884 41,180
Cash at 01.01 2,459,027 2,411,905
Cash at balance sheet date 2,170,072 2,459,027
44
Consolidated
Statement
of Cash Flow
(NOK 1,000)
Solstad Offshore ASA | Annual Report 202246
Contents
Annual Report 2022
The Group, Solstad Offshore ASA (“SOFF” or “the Company”),
operates a shipping business from its head office in Nesavegen
39, 4280 Skudeneshavn, Norway, and its main activities are
the operation of offshore service and construction vessels.
The Group is listed on Oslo Stock Exchange. The financial
statements were approved by the Board of Directors on 30
March 2023 and will be presented for approval in the Annual
General Meeting.
Statement of Compliance and Basis for Preparation
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
(IFRSs) and interpretations by the International Accounting
Standards Board (IASB) which have been approved by the
European Union (EU).
The consolidated financial statements have been prepared
on a historical expences basis, except for debt related to non
core vessels and shares that have been measured at fair value
and are presented in Norwegian Kroner. Throughout the Notes
all figures are stated in NOK thousand unless clearly stated
otherwise.
Going Concern
The annual accounts are prepared on the assumption of a going
concern. The going concern assumption until end of March
2024 is based on the level of cash and cash equivalents and
equity at year end 2022, terms and conditions of the banking
and borrowing facilities, the forecasted cash flow prognosis for
the Group and the solid backlog position as of 31 December
2022.
Estimates shows that there is sufficient liquidity in the Company
until final maturity of the fleet loan and Maximus residual claim
due end-March 2024. The fleet-loan agreement includes a
mechanism for deferring 2023-installments. The Company does
not expect to settle first instalment of the fleet-loan 31 March
2023.
The Group has seen continued strengthening of the marked
during the year despite of a challenging macroeconomic
environment. With an expected continued strong energy
market, and the high focus on energy transition, we also expect
an active offshore marked in the coming period. Due to the
macroeconomic environment, we see increase in expenses due
to inflation and increased interest expenses for the Group.
The group has started the process with refinancing and this
process will continue in the coming period until maturity of the
main portion of the external debt. The strategic move of divesting
PSV business line strengthens Solstad’s balance sheet, debt
service ability and liquidity position. A failure to refinance by the
end of March 2024 will have a material adverse effect on the
financial situation of the Group and Company. Dependent on the
outcome of the refinancing process, this may lead to a need for
adjustments of the capital structure.
Changes in Accounting Principles
The Group has not implemented or early adopded any new
accounting standards or otherwise made any significant
changes to account principles during 2022.
Approved IFRS and IFRIC Interpretations not yet
Implemented
Amendments to IAS 1 and IFRS Practice Statement 2 -
Accounting policy disclosure
In February 2021, the IASB issued amendments to IAS 1 and
IFRS Practice Statement 2 Making Materiality Judgements, in
which it provides guidance and examples to help entities apply
materiality judgements to accounting policy disclosures. The
amendments aim to help entities provide accounting policy
disclosures that are more useful by replacing the requirement
for entities to disclose their ‘significant’ accounting policies with
a requirement to disclose their ‘material’ accounting policies and
adding guidance on how entities apply the concept of materiality
in making decisions about accounting policy disclosures. The
amendments to IAS 1 are applicable for annual periods beginning
on or after 1 January 2023 with earlier application permitted.
Since the amendments to the Practice Statement 2 provide
non-mandatory guidance on the application of the definition of
material to accounting policy information, an effective date for
these amendments is not necessary. The Group is currently
revisiting their accounting policy information disclosures to
ensure consistency with the amended requirements.
Amendments to IAS 1 - Classification of Liabilities as
Current or Non-current
In January 2020, the IASB issued amendments to IAS 1 to
clarify the requirements for classifying liabilities as current or
non-current. The amendments clarified how an entity classifies
debt and other financial liabilities as current or non-current in
particular circumstances. The amendments to IAS 1 are effective
for reporting periods beginning on or after 1 January 2024. The
amendments are applied retrospectively in accordance with IAS
8 and earlier application is permitted.
Consolidation
The consolidated financial statements comprise of the financial
statements of Solstad Offshore ASA and its subsidiaries as of
December 31st each year. Any deviating accounting principles
are adjusted for in this consolidation.
The Group accounts present the total profit & loss and financial
position of Solstad Offshore ASA and its subsidiaries as one.
The consolidated accounts include companies in which Solstad
Offshore ASA has control. Control is achieved when the Group
is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through
Notes
Notes to the Consolidated
Financial Statements
(NOK 1,000)
Note 1 - Accounting Principles
Solstad Offshore ASA | Annual Report 202248
Contents
Annual Report 2022
its power over the investee. Generally, there is a presumption that
ownership of more than 50 percent of the voting shares results
in control. To support this presumption and when the Group has
less than a majority of the voting or similar rights of an investee,
the Group considers all relevant facts and circumstances in
assessing whether it has power over an investee including:
contractual arrangements with other vote holders of the investee,
rights arising from other contractual arrangements, and the
Group’s voting rights and potential voting rights.
Subsidiaries are consolidated 100 percent line by line in the
group accounts.
Subsidiaries are consolidated from the date on which control is
transferred to the Group and cease to be consolidated from the
date on which control is transferred out of the Group.
Acquisitions of subsidiaries are accounted for using the
acquisition method of accounting. The purchase price is
allocated to identifiable assets and liabilities from the subsidiary
and is recognized at fair value in the consolidated accounts at
the acquisition date. Any excess expences of acquisition over
the fair value of the net identifiable assets of the subsidiary
acquired calculated at the date of handover, will be recognized
as goodwill. If the expences of the acquisition is less than the
fair value of the net assets of the subsidiary acquired calculated
at the date of handover, a day-one-gain will be recognized as
income.
All inter-company transactions, receivables, liabilities and
unrealized profits, as well as intra-group profit distributions, are
eliminated. In the consolidation, the profit and loss accounts of
foreign subsidiaries, not using NOK as functional currency, are
translated using the exchange rate on the day of transaction.
The balance sheet is translated using the balance sheet date
exchange rate. The exchange differences arising on translation
for consolidation are recognized in other comprehensive income
(OCI).
The non-controlling interest in equity is reported separately in
the consolidated financial statements.
Investments in Associates and Joint Ventures
The Group’s investment in its associates and joint ventures
are accounted for under the equity method of accounting.
An associate is an entity in which the Group has significant
influence, but which is not a subsidiary. A joint venture is an
entity in which the Group has joint control through entering into
an agreement of joint control, requiring unanimous consent in
strategic decisions (decisions relating to relevant activities).
The reporting dates of the associates, joint venture and the
Group are the same and the same accounting principles are
applied.
Investments in an associate and joint ventures are recorded in
the balance sheet at expence plus post-acquisition changes in
the Group’s share of net assets of the associate or joint venture,
less any impairment in value. The profit and loss for the Group
reflects the associates’ share under finance, and joint ventures’
share of profits under operating expences. Changes recorded
directly in the associates’ or joint ventures’ comprehensive
income or equity, are recognized pro-rata in the Group accounts,
and are, where applicable, presented in OCI.
Financial Instruments
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument
of another entity.
Financial Assets
The Group’s financial assets are derivatives, trade and lease
receivables and cash and cash equivalents. The classification
of financial assets at initial recognition depends on the financial
asset’s contractual cash flow characteristics and the Group’s
business model for managing them. Except for trade receivables
that do not contain a significant financing component, the Group
initially measures a financial asset at its fair value plus, (in the
case of a financial asset not at fair value through profit or loss),
transaction expences. Trade receivables that do not contain a
significant financing component are measured at the transaction
price determined under IFRS 15 Revenue from contracts with
customers.
The Group classifies its financial assets in two categories:
• Financial assets at amortized expences
• Financial assets at fair value through profit or loss (FVTPL)
Financial assets at amortized expences
The Group measures financial assets at amortized expences if
both of the following conditions are met:
• The financial asset is held within a business
model with the objective to hold financial assets
in order to collect contractual cash flows
• 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
Financial assets at amortized expences are subsequently
measured using the effective interest (EIR) method and are
subject to impairment. Gains and losses are recognized in profit
or loss when the asset is derecognized, modified or impaired.
The Group’s financial assets at amortized expences includes
trade and other receivables, lease receivables and other non-
current assets.
Financial assets at fair value through profit or loss
Derivatives at fair value are carried in the statement of financial
position at fair value with net changes in fair value through profit
or loss. The category includes foreign exchange contracts and
interest rate swaps.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial
asset or part of a group of similar financial assets) is primarily
derecognized when:
• The rights to receive cash flows from
the asset have expired, or
• The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third
party under a ‘pass-through’ arrangement; and either
a. the Group has transferred substantially all
the risks and rewards of the asset, or
b. the Group has neither transferred nor retained
substantially all the risks and rewards of the
asset, but has transferred control of the asset
Impairment of financial assets
For trade and other receivables, lease receivables and other
non-current assets, the Group applies a simplified approach in
calculating ECLs. Therefore, the Group does not track changes
in credit risk, but instead recognizes a loss allowance based on
lifetime Estimated Credit Losses (ECLs) at each reporting date,
based on its historical credit loss experience.
The Group considers a financial asset in default when internal
or external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A
financial asset is written off when the Group has no reasonable
expectations of recovering the contractual cash flows. The
Group individually makes an assessment with respect to the
timing and amount of write-off based on whether there is a
reasonable expectation of recovery. This assessment is based
on historical experience of recoveries of similar assets. The
Group expects no significant recovery from the amount written
off. However, financial assets that are written off could still be
subject to enforcement activities in order to comply with the
Group’s procedures for recovery of amounts due.
Financial Liabilities
Financial liabilities are initially recognized at fair value and
subsequently measured at amortized expences except for
financial liabilities at fair value through profit of loss (FVTPL).
Such liabilities, including debt related to non core vessels shall
be subsequently measured at fair value. Other financial liabilities
are subsequently measured at amortized expences using the
effective interest method. Interest expense is recognized in profit
or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
Derivatives are financial liabilities when the fair value is negative,
accounted for similarly as derivatives as assets.
Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual
obligations are discharged or cancelled or expired. The
Group also derecognizes a financial liability when its terms
are modified, and the cash flows of the modified liability are
substantially different in which case a new financial liability
based on the modified terms is recognized at fair value. The
difference between the carrying amount and the consideration
paid is recognized in profit or loss.
Classification of Items in the Balance Sheet
Current assets and short-term debt are items which mature
within one year of the balance sheet date as well as any items
relating to the normal operating cycle. The short-term portion
of the long-term debt and other liabilities for which there is no
unconditional right to defer the settlement of the liability for at
least twelve months after the reporting period are classified as
current liabilities. Investments in shares hold for trading, not
considered as strategic, or are expected to be disposed are
classified as current assets. Cash and cash equivalents are
classified as current assets, unless restricted from being used
during the following 12 months. All other assets and liabilities
are classified as long-term assets and liabilities.
Foreign Currency Translation
The functional and presentation currency of Solstad Offshore
ASA is Norwegian Kroner (NOK). Transactions in foreign
currencies are recorded at the currency rate on the date of
the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated at the rate of exchange at
the balance sheet date. Differenves araising on settlement or
translation of monetary items are recognized in profit or loss.
Non-monetary items such as vessels that are measured in
terms of historical expences in a foreign currency are translated
using the exchange rate at the date of initial transaction.
Group Companies
On consolidation, assets and liabilities of Companies with a
functional currency other than NOK is translated at the rate
of exchange at the balance sheet date. The profit and loss
statement is translated at exchange rates at the date of the
inital transaction. Any translation adjustments are included in
comprehensive income.
The Group’s most used currencies had the following exchange
rates at the balance sheet date:
GBP USD EUR BRL AUD
Per 31.12.21 11.888 8.819 9.989 1.583 6.397
Per 31.12.22 11.854 9.857 10.514 1.865 6.700
Segment Information
The Group reports internally on operating- and geographical
segments. The operating segments are divided into the following
four segments:
• AHTS: anchor handling vessels
• PSV: platform supply vessels
• Subsea
• Renewable
The Group has extended reporting segments as a response
to the Group’s strategy. The Group owns and operates AHTS,
PSV and CSV vessels. The different types of vessels operate
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in different markets, and management review operating results
within these markets. The Group focuses on the renewable
market, and as a consequence vessel operating renewable
contracts has been highlighted as a separate segment.
The segments coincide with the operational structure of
the Company, being four departments responsible for each
segment. Comparative figures have been restated.
Any other activities, including vessels under construction,
are included in a separate segment. Overhead expences are
apportioned between the segments based on the share of
operating expenses. All accounting policies applied in the
segment reporting are the same as used in the Group reporting.
The Group presents activities by geographical markets in the
segment note based on the location of the Group’s vessels and
operations throughout the year.
Property, Plant and Equipment - Impairment Charges
and Depreciation
Property, plant and equipment acquired by Group companies
are stated at historical expences, except the assets of acquired
subsidiaries that are stated at the fair value at the date of
acquisition. Depreciation is calculated on a straight-line basis
and adjusted for residual value and impairment, if any. Residual
value is the current estimated amount that would be obtained
from disposal of the asset, after deducting the estimated
expences of disposal, as if the asset were already of the age and
in the condition anticipated at the end of its useful lifespan. The
book value of the property, plant and equipment on the balance
sheet represents the expences less accumulated depreciation
and any impairment.
Each part of a fixed asset that is significant to the total expences
of the item are separately identified and depreciated over that
component’s useful lifetime. Based on the Group’s periodic
maintenance program and running replacement the vessels vital
parts, the expected lifetime of the assets is set to 20 years for
all of the components, except for planned periodic maintenance.
The residual value and expected useful lifetime assumptions
of long-lived assets are reviewed at each balance sheet date,
and where they differ significantly from previous estimates,
depreciation charges are amended accordingly.
Ordinary repairs and maintenance expences are charged to the
income statement in the period in which they are incurred. The
expences of major conversions and periodic maintenance of
vessels is capitalized and depreciated over the useful lifespan of
the parts replaced. The useful lifespan of periodic maintenance
will normally be the period until the next interim- or main
classification of the vessel, which usually is five years.
The book values of plant and equipment are reviewed for
impairment if events or changes in circumstances indicate
that the booked value may not be recoverable. If any such
indications exist and where the book value exceeds the
estimated recoverable amount, the asset or cash-generating
units are depreciated to their recoverable amount. The
recoverable amount of plant and equipment is the greater of
the net selling price and the value in use. When determining
value in use, estimated future cash flows are discounted to their
current value using a pre-tax discount rate that reflects current
market assessments of the monetary value and the specific risk
to the asset. For an asset that does not generate cash inflow,
a recoverable amount is calculated for the cash-generating
unit to which the asset belongs. Any previously calculated and
recognized impairment write-downs are reversed if there are
any changes to the estimates of recoverable amount. Reversals
of previous impairments are limited to the book value of the
asset if its value had not been impaired.
The business segments are the Group’s strategic units of
control. However, while calculating the recoverable amount,
each vessel is treated as one cash-generating unit.
Gains and losses on disposal are determined by comparing the
disposal proceeds with the book value and any profit or loss is
included in operating profit.
New Build Contracts
Instalments on new build contracts are recorded in the
balance sheet as fixed assets. Expences related to the on-
site supervision and other pre-delivery construction expences
including construction loan interest are capitalized per vessel.
The depreciation starts from when a new build is delivered from
the yard.
Leases
Right-of-use-assets
Right-of-use-assets are recognized at expences, less
depreciation and impairment losses at the commencement of
the lease. The expences of the assets includes the recognized
lease liabilities, initial direct expences, and lease payments
made prior to commencement. Straight-line depreciations over
the lease term are used, unless the Company is reasonably
certain to obtain ownership of the assets at the end of the
leasing period, in which case straight-line depreciations over the
estimated economic life of the assets are used. The assets are
subject to impairment assessments under the same principles
as other assets.
The Group primarily leases vessels, but also has lease contracts
related to various offices used in its operations.
Lease liabilities
Lease liabilities are recognized at the commencement of the
lease measured at the present value of lease payments over
the lease period. The lease payments include both fixed and
variable lease payments. If a purchase option is likely to be
exercised, the option price is included. Variable lease payments
that do not depend on an index are recognized as expense in the
period when the payment trigger occurs.
When calculating present value of the lease the incremental
borrowing rate at the beginning of the lease is used, if the
implicit rate is unavailable. Subsequently, the amount of the
lease liability is increased to reflect the accretion of interest and
reduced for lease payments made. The liability is remeasured if
modifications or changes to the lease terms occur.
Contracts with renewal options
The Company determines the lease term as the non-cancellable
part of the lease. In addition, any periods covered by an option
for extended lease that is reasonably certain to be exercised
are included.
Cash and cash equivalents
Cash and cash equivalents comprise of cash in hand, short-term
deposits and other short-term highly liquid investments with
maturity dates of less than three months. Bank overdrafts are
included within borrowings in current liabilities on the balance
sheet.
Restricted bank deposits are funds on separate bank accounts
for tax deductions.
Assets Held for Sale
Non-current assets held for sale consist of vessels that have
been decided to be disposed of, by sale or otherwise, and
the sale is considered highly probable. Non-current assets
classified as held for sale are measured at the lower of their
previous carrying amount and their fair value less expences
of disposal. Any excess of the carrying amount over the fair
value less expences of disposal is recognized as an impairment
loss. Depreciation of such assets is discontinued as from their
classification as held for sale.
Treasury Shares
The nominal value of treasury shares held is deducted from
registered share capital. Any differences between the nominal
value and the acquisition price of treasury shares, together
with any gains or losses on transactions therein, are recorded
directly to reserves.
Provisions
Provisions are made in the financial statements if the Group
considers it more likely than not, based on the legal provisions
or business liabilities of past events, that an outflow of resources
will be required to cover its liabilities and if the amount can be
accurately estimated. All provisions are reviewed at balance
sheet date and adjusted, if necessary, to reflect best estimate.
In instances where the timeframe may be of significance, a
provision is made for the current value of future payments to
cover liabilities.
Excess Values Contracts
Identified excess values in charter contracts acquired through
business combinations are classified as intangible fixed assets
and are amortized over the remaining duration of each charter
contract.
Tax
Tax consists of tax payable and changes in deferred tax.
Tax payable is based on taxable profit for the year and calculated
using tax rates that have been enacted as of the balance sheet
date.
Operations on foreign continental shelves are, in a number
of cases, taxable to the state of operation. In such cases the
tax is computed according to the tax legislation of the current
state, combined with any double taxation avoidance agreement
between the state where the ship owner is registered and the
state where the operation is performed. Income tax based on a
net result is classified as income tax. Other taxes are classified
as contract related expenses.
Deferred tax is calculated using the liability method at tax rate
expected to be applied of all temporary differences between the
taxable value of assets and liabilities and their booked amounts
at the end of the accounting year. Any temporary differences
that may increase or decrease tax are offset and recorded as
a net figure.
Deferred tax is calculated for assets and liabilities for which
future realization will lead to tax payable.
The recognized amount of deferred tax assets is reviewed at
each balance sheet date. If it is no longer likely that adequate
taxable profit will be generated, then the deferred tax asset
will be reduced. Anticipated utilization of tax losses are not
discounted when calculating the deferred tax asset.
Pension Obligations
The Group has a defined benefit plan for seafarers and
administrative personnel, and a contribution plan for
administrative personnel hired after 1 January 2007, which is
recognized in profit and loss when incurred. The liability of the
defined benefit pension plan is the present value of the defined
benefit liability at the balance sheet date minus the fair value
of plan assets. The defined benefit liability is calculated by
independent actuaries using the projected unit credit method
and is measured as the present value of the estimated future
cash outflows using interest rates of government securities that
have terms maturing at the same time as the liability.
The expence of providing pensions is charged to profit and
loss to spread the regular expence over the working lives of
the employees. Actuarial gains and losses are recognized in
comprehensive income in the period they occur.
Income from Contracts with Customers - Charter
Rental Income
Income and expenses relating to charter contracts are
apportioned according to the number of days for each contract
occurring before and after the end of the accounting period.
The contract begins when the vessel is “delivered” to the
charterer and ends when the vessel is “redelivered”. Freight
income is recorded net after deduction for direct, contract-
related charter expence. Any loss on contracts is accrued
when a loss is probable. Income from bareboat agreements
is regulated by IFRS 16. The time charter contracts contains
both a lease component that is regulated by IFRS 16 and a
service component that is regulated by IFRS 15. Both the
lease component and the service component are recognized
together as income in operating income (ref. note 4 for split).
Leases, in which a significant portion of the risks and rewards of
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ownership are retained by the lessor, are classified as operating
leases. Lease income for the leasing of vessels is recognized
as operating leases and recognized in the income statement
on a straight-line basis over the lease period. The lease period
commences from the time the ship is made available to the
tenant and terminates upon agreed return.
Mobilization and demobilization fees are related to the period
before the delivery of the vessel, and after the redelivery of
the vessel. No performance obligation is fulfilled at that time,
and the fees are classified as prepayments and amortized over
the contract period. Related mobilization cost and expected
demobilization costs, and other costs incurred to be able to fulfil
a contract, are also amortized over the contract period.
Dividends
Dividends are recognized when the shareholder’s right to
receive the payment is established (by resolution at the general
meeting).
Other Income
Other income, such as commissions and management fees, are
recognized in the period in which the performance obligations
are being satisfied.
Government Grants
Grants related to the net tax agreement and crew subsidiaries
are recorded as a reduction in expences.
Insurance Claims
For damage and averages on the Group’s vessels and
equipment, resulting in payments from insurance companies,
compensation is presented net with the corresponding expense.
Reimbursable and expenses are recognized and classified in
accordance with the type of expences, while compensation is
presented separately as a reduction in expences.
Related Party Transactions
All transactions and agreements with related parties are on an
“arm’s length” basis in the same way as transactions with third
parties.
Inventories
Inventories consists mainly of bunkers onboard the vessels.
Inventories are valued at the lower of cost price and net
realizable value. First-in-first-out method is used.
Earnings Per Share
The calculation of basic earnings per share is based on the
majority’s share of the result using number of shares outstanding
at the end of the year after deduction of the average number of
treasury shares held over the period.
Cash Flow
The Group applies the indirect method. Investment in shares
and other liquid assets with maturity over three months are not
included under cash equivalents.
The preparation of financial statements in conformity with
IFRS requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of income, expenses,
and financial items during the reporting periods. Accounting
estimates are employed in the financial statements to
determine reported amounts. These estimates are based on
management’s best judgement and conditions considered to be
realistic. Situations or changes may occur in the market which
may result in changes to the estimates, thereby impacting the
Group’s assets, liabilities, equity and result.
Assessments, estimates and assumptions which have a
significant effect on the accounts are summarized below:
Assets Held for Sale
Management’s judgement based on an assessment of assets
available for immediate sale, and where the Group is actively
marketing for sale. Sale is also considered highly probable.
The Group’s strategy will impact the judgement, as well as the
current market conditions.
Divestment of PSVs
The Company performed an assessment regarding a possible
PSV segment calssification as Held for Sale per year end 2022.
The PSV vessels have not been marketed in an open market.
Negotiations had been ongoing for a longer period of time. If
the negotiations between the Company and current buyer
would not lead to a transaction, it was not considered probable
that the sale could be completed with another party within one
year. Management and the Board have through the process
and until February 2023 considered two possible outcomes in
the decision-making, including and excluding the transaction.
The transaction was subject to lender approval, in which was
concluded in 2023. There was also uncertainty regarding
approval from certain charterers.
As of 31.12.22 there were still a lot of uncertainty and the “Highly
probable”-requirement is not met, thus the vessels are not
classified as held for sale.
The Company signed an agreement for the sale of the PSV
segment in March 2023. Expected closing of the transaction is
in 2Q 2023.
Consolidation
IFRS 10 contains a definition of control that is to be used when
assessing whether investments are to be consolidated in the
consolidated financial statements. Assessment of control involves
the use of facts and judgment. Since 2021, this has been relevant in
connection with ownership in Maximus Limited. The Group holds
100 percent of the shares in the entity but is not represented in the
board and has not control over the relevant activities. The shares
are plegded which gives the creditors far-reaching authorizations
already from day one. Based on an overall assessment, where all
relevant factors have been considered, the conclusion is that the
investments do not represent control in accordance with IFRS 10.
The company is therefore not consolidated and accounted for as
investment in shares.
Determining the Lease Term of Contracts with
Renewal and Termination Options
When entering into new lease agreements, management
assesses the probability that options will be executed. The
result will impact the lease period and installments, which in
turn impacts the lease liability, right-of-use asset and period
lease interests. This judgement is based on the Group strategy,
market conditions and a set of alternative scenarios.
Lease Classification – Group as Lessor
The Company’s income mainly derive from offering vessels
and maritime personnel to customers worldwide. Contracts
with customer is based on a day rate for hire of the vessel.
Management assesses whether a contract is to be recognized
as a financial lease or an operational lease. This judgement is
based on terms and conditions, including length of the contract
and applicable contractual risks for the Group. The Group has no
contracts recognized as financial lease as of 31. December 2022.
Vessel
The carrying amount of the Group’s vessels represents 80
percent of the total balance. Consequently, judgements and
estimates linked to the vessels have a significant impact on the
Group’s financial statements. Depreciation is calculated on a
straight-line basis over the useful life of the asset. Depreciable
amount equals historical cost less residual value.
Useful Life of Vessels
The depreciation depends on the estimated useful life of the
vessel. The Group’s policy is that useful life is 20 years. This is
based on strategy, experience and knowledge of the types of
vessels under the Group’s control. For some vessels useful life
may be considered higher or lower than 20 years, dependent on
the specific plan for the vessel. This is subject for managements
judgement. Incentives to prolong the useful life, in respect of
possible future changes in environmental requirements, is a
continuously process.
Residual Value
The level of depreciation depends on the residual value of
the vessel. Assumptions concerning residual value are made
based on knowledge of the market for secondhand vessels.
The estimate of residual value is based on a market value of a
charter free vessel less sales related expenses. Fair values are
based on estimates obtained from three independent brokers.
Further adjustments are made to account for age of the vessel,
Note 2 - Significant Judgements, Accounting Estimates
and Assessments
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with a factor starting from 50 percent and increasing to 100
percent as the vessels age increase to useful life. Changes in
environmental requirements may impact the residual value, and
economical lifetime, but the Group has implemented several
measures to ensure the fleet will be in compliance with changes
in such requirements. To maintain the residual value, vessels
are modified to be competitive in the market, and maintain
secondhand price.
Impairment test of Vessels
For the purpose of assessing impairment for vessels, assets
are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units, CGU). Each
vessel together with associated contracts is considered a
separate CGU.
Test for impairment is performed for all vessels. For vessels in the
category “Divestment” in the forecasts, a simplified impairment
test is performed, based on broker values. Brokers value is set
as an average of three acknowledge and independent brokers.
The brokers estimates are based on their judgement of the
market, “willing buyer and willing seller”. Assets held for sale are
measured at the lower of its book value and fair value less costs
to sell at the time of reclassification.
Value in Use
Estimated cash flows are based on next year’s budgets per
vessel and forecasted earnings going forward. For each
vessel, a budget and five years plan are prepared. The budget
process is detailed and includes approvement up to the board
of directors. Estimated future cash flows are based on historical
performance per vessel, in combination with current market
situation and future expectations. For the period after the five-
year plan, internal and external analyses together with historical
performance serve as a decision basis for managements
judgements. Critical assumptions in the assessment are related
to WACC and income rates/utilization.
For vessels on firm contracts over the period, the assumption
is that the contracts run up until expiry. Customer’s execution
of options is weighted to include uncertainty in the expected
cash flow. For vessels without contract, assumptions derived
from comparable vessels and contracts in combination with
other market information are considered when estimating
future income. Management’s assumption is that markets are
normalized to historical rates, with a gradual increase over the
remaining period.
Discounting Rate
The discounting rate is based on a weighted average cost of
capital (WACC) for the Group. The cost of equity is derived from
the ten-year interest rate for state bonds (risk-free interest rate),
market risk premium and an unlevered beta (Damodaran for
Western Europe). The debt element of the discounting rate is
based on the risk-free interest rate, plus a premium equivalent to
the difference between risk-free interest rate and market rates.
The rate is a pre-tax rate. The discounting rate used for 2022 is 11
percent.
Financial Liabilities
Financial liabilities are initially recognized at fair value. The
methodologies applied for fair value calculations include
assessments and estimations based on available market data,
such as the level of interest rates, interest rate margins and
credit spreads at the date of recognition. These estimates are
based on Management’s knowledge combined with advice
obtained from professional external specialists. Please also
refer to Note 9.
Provisions
Provision for liabilities of uncertain timing or amount is based on
collating information on a case by case basis. The probability of
a contingent liability occurring which would affect the provision
is evaluated. The discounting rate used for liabilities is based on
a risk-free interest rate, adjusted to the maturity date.
Climate and Regulatory Risks
In preparing the financial statement, the Group, has considered
the impact of regulatory changes in particular in the context in
climate change risks. The considerations did not impact our
judgement and estimates in the current year. When preparing
financial statements future cashflow impact of climate risks are
also considered.
The most important key assumptions and sources of
uncertainties identified are:
• Usefull life of vessels
• Residual value of vessels
• Cash flow from operations
• Short term and long term investments
Please also refer to Note 7.
Maximus Lease
When entering into new lease agremments the group assesses
whether the new lease should be accounted for as a seperate
lease contract or if it is a modification of the existing lease. For
this assessment the substance of the agreements should be
considered, and the Group has concluded that the combination
of the two contracts would lead to a more faithful presentation
of the transaction. Solstad maintained operational control of
the vessel throughout the process, and related contracts were
negotiated in contemplation of each other such that the overall
economic effect cannot be understood without reference to
the series of transactions. Based on this the new lease has
been accounted for as a modification of the existing lease in
accordance with the priniciples in IFRS 16.
In determining the lease term, management considered all
facts and circumstances that created an economic incentive to
exercise an purchase option or an extension option. For the new
lease for Maximus the Group assessed and found the purchase
option in year 5 to be reasonably certain to be exercised and
thus included this purchase option in the lease calculation.
The incremental borrowing rate on commencement date was
considered to be 11 %.
Refer to note 1, section “Leases” for further details on
accounting principles. Refer to note 6 and 8 for further details on
the transaction and accounting effects.
Note 3 - Major Transactions / Events
Major Transactions / Events in 2022
Sale of vessels
During the year, the Group has disposed of the remaining 13
vessels classified as non-strategic, in addition three core
vessels has been sold.
Fleet Renewal
The Company has since 2017 installed battery hybrid solutions
to reduce emissions to the environment. During 2022 another
two vessels were upgraded so per year end 2022 the company
has a total of ten battery hybrid vessels. In addition, another nine
vessels have shore power installed.
Normand Maximus
In October 2022 a new lease agreement was executed for
Normand Maximus, securing the vessel being a part of the
Solstad Group. The transaction was accounted for as a
modification of a lease according to IFRS 16. Refer to note 2, 6
and 8 for further details on the transaction.
Additional Services
Strengthened the Company’s strategic presence in the offshore
services market by establishing JV partnetships with Østensjø
and DeepOcean (Remota JV), and Omega (Omega JV).
The War in Ukraine
In February 2022, Russian armed forces invaded Ukraine. The
Group was present in Ukraine with an office managing crewing
services within the Group, and employes approx. 400 ukrainian
crew. None of the Groups offshore operations was affected of
the outbreak of the war. Management has throughout the year
handled the development proactively, including sanctions and
direct and indirect impacts. The onshore services performed in
Ukraine was foreced to be performed outside Ukraine.
Major transactions / events in 2021
Windstaller Alliance
Togheter with our partners in Aker Solutions and DeepOcean,
Windstaller Alliance was launched in October 2021. The
partnership aims to provide the world’s most cost-efficient
and complete product supply, fabrication and marine services
offering within offshore wind. The alliance will also pursue other
offshore renewable segments, and hence strenghten Solstads
presence furter within offshore wind.
Sale of Vessels
Throughout the year, the Group has disposed of 23 out of 37
vessels classified as non-strategic. As of year end 2021, a
total of 25 of 37 vessels classified as non-strategic has been
disposed. Two vessels were sold in 2020.
Fleet Renewal
The Company has per year end 2021 installed battery hybrid or
shore power solutions to reduce emissions to the environment
on 11 vessels and plan to increase this substantially with the
new investment program being the leading Company in Green
Operations
Normand Maximus
In May 2021, full settelement was agreed with Saipem on the
termination fee, MUSD 44.3, for “Normand Maximus” charter.
The financing of the vessel has entered into standstill pending
the ongoing refinancing.
Covid
COVID-19 has been a challenge for the majority of 2021 as it
has affected both the market and the operational aspect of our
industry. Crew changes have in some cases been impacted
significantly due to travel restrictions and in some cases,
vessels have been infected by the virus which has caused down
time and subsequent cost for crew changes and cleaning. The
impact has been limited to a minimum as the Company has
proactively worked on preventive measures since the early start
of the pandemic.
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Note 4 - Operating Income, Reporting by Segments and
Geographical Markets
Operating Income
The Group’s revenues mainly derives from offering vessels and maritime personnel to customers world wide. Basically all contracts
with customers are contracts with day rate. Contracts with day rate is contracts where income is eared on a day-by-day basis, based
on an agreed day rate with the customer. Revenue from contracts with day rate is recognized accordingly.
The agreed day rate is divided into a service element and a lease element. The service element includes the maritime services
provided to navigate the vessel according to the customers requirements, while the lease element is the estimated rental of the
vessel (equipment). Refer to Note 8 for more information related to the lease element.
Some of the contracts also includes victualling and onshore project management. Victualling is meals and bedding provided to the
customers personnel onboard the vessel. The Group also provides ordinary management services, such as technical services,
crewing, incurance and commercial management for vessels not owned by the Group. Revenue on services, mentioned above, are
recognized over time, as the performance obligation is satisfied over time.
Operating income For the year ended 31.12.2022
AHTS PSV Subsea Renewable Total
Service element from contracts with day rate 564,958 807,128 686,475 331,622 2,390,183
Management fees 1,337 2,254 5,383 230 9,204
Victualling 7,752 2,559 87,476 65,363 163,151
Project management - - - - -
Additional crew and other services 8,043 8,540 30,385 567 47,535
Income from contracts with customers 582,091 820,482 809,718 397,782 2,610,073
Lease element from contracts with day rate (Note 8) 880,533 962,552 1,372,647 674,326 3,890,058
Total operating income 1,462,625 1,783,034 2,182,365 1,072,107 6,500,131
Operating income For the year ended 31.12.2021
AHTS PSV Subsea Renewable Total
Service element from contracts with day rate 550,376 718,427 666,587 186,331 2,121,722
Management fees 1,571 1,903 5,495 - 8,969
Victualling 4,793 1,624 79,349 21,093 106,860
Project management - - - - -
Additional crew and other services 44,591 1,478 49,697 12,399 108,164
Income from contracts with customers 601,331 723,432 801,128 219,824 2,345,715
Lease element from contracts with day rate (Note 8) 659,111 702,690 1,300,824 343,827 3,006,452
Other operating income* 16,792 20,201 22,307 6,034 65,333
Total operating income 1,277,234 1,446,323 2,124,259 569,684 5,417,500
2022 2021
Trade receivables from charters (Note 5) 1,232,487 816,745
Contract liabilities -3,597 -
Costs to fulfil a contract 70,477 -
*Other operating income includes distribution from Den Norske Krigsforsikring for Skib with MNOK 52,4 in 2021.
For the majority of contracts, payment is generally due within 30-60 days after the end of each month or 30-60 days after the service
is completed. Payment terms for all other services is normally 30 days after services is invoiced.
Revenue recognised in 2022 that was included in the contract liability balance at the beginning of the year amounts to MNOK 0
(MNOK 0 in 2021).
The Group had no customer with more than 10% of total revenue in 2022 or 2021.
2022 2021
Freight income 6,295,321 5,128,173
Other operating income 204,810 289,327
Total operating income 6,500,131 5,417,500
Personnel costs -2,288,609 -2,044,482
Administrative expenses -457,474 -449,509
Other operating expenses -1,846,600 -1,521,986
Total operating costs -4,592,684 -4,015,978
Operating result before depreciations and impairment (EBITDA) 1,907,447 1,401,523
Leases 50,238 44,625
Accrued loss on accounts receivables -55,404 18,589
Operational restructuring cost 14,184 61,372
Excess and less values freigth contracts - 7,499
Result Joint Ventures 20,418 247
Result associated companies 722 108
Adjusted EBITDA 1,937,605 1,533,961
EBITDA
Operating Lease
Some of the Group’s vessels are rented out on long-term charter parties. Income from these vessels is recognized as operational leases.
31.12.2022 31.12.2021
Minimum
payment
Present value
minimum payment
Minimum
payment
Present value
minimum payment
Next year 5,252,748 5,124,632 3,515,665 3,429,917
Year 2 1,756,227 1,671,602 1,585,905 1,509,488
Year 3 1,176,172 1,092,192 392,557 364,529
Year 4 815,972 739,230 122,525 111,002
Year 5 236,184 208,752 15,508 13,707
Over 5 years
Finance cost 400,893 203,519
Total minimum lease payment 9,237,303 9,237,303 5,632,161 5,632,161
Reporting by Segments and Geographical Markets
The Group’s main activity is to offer ships and maritime personnel in all geographical regions.
Internally the Company reports and monitors it’s operation in the following segments
• AHTS: anchorhandling vessels
• PSV: platform supply vessels
• Subsea: construction vessels operating subsea construction contracts
• Renewable: vessels operating renewable contracts
Figures are exclusive share result from joint ventures.
Solstad Offshore ASA | Annual Report 202258
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AHTS PSV
2022 2021 2022 2021
Income from contracts with customers 582,091 601,331 820,482 723,432
Other income - 16,792 - 20,201
Lease element from contracts with day rate 881,125 659,111 962,552 702,690
Total operating income 1,463,216 1,277,234 1,783,034 1,446,323
Crew expenses 581,911 574,382 889,671 771,097
Other expenses 465,054 444,492 559,162 497,261
Total operating expenses 1,046,964 1,018,874 1,448,833 1,268,358
Bunkers 73,422 24,403 33,238 21,810
Operating result before depreciations and impairment (1)
342,238 233,957 300,963 156,155
Assets and liabilities
Fixed assets 3,733,753 4,280,619 5,683,023 6,061,491
Total assets 3,733,753 4,280,619 5,683,023 6,061,491
Segment liabilities 4,174,484 4,287,163 6,493,692 6,375,384
Total liabilities 4,174,484 4,287,163 6,493,692 6,375,384
Other segment information
Investment in tangible fixed assets 17,163 3,380 18,188 26,671
Addition of periodic maintenance
182,254 34,071 157,833 103,746
Depreciations and write-downs (2) 285,277 310,590 371,190 373,731
CSV Renewable
2022 2021 2022 2021
Revenue from contracts with customers 809,718 801,128 397,782 219,824
Other income - 22,307 - 6,034
Lease element from contracts with day rate 1,372,647 1,300,824 674,326 343,827
Total operating income 2,182,365 2,124,259 1,072,107 569,684
Crew expenses 583,554 519,844 233,427 181,138
Other expenses 769,049 701,634 334,953 201,877
Total operating expenses 1,352,603 1,221,478 568,379 383,014
Bunkers 51,210 63,813 18,035 14,226
Operating result before depreciations and impairment (1)
778,552 838,968 485,693 172,444
Assets and liabilities
Fixed assets 9,490,058 8,832,516 1,963,627 1,411,744
Investments in JV and associated companies 156,235 91,127 - -
Total assets 9,646,293 8,923,644 1,963,627 1,411,744
Segment liabilities 9,858,694 9,313,623 2,164,030 1,694,265
Unallocated liabilities
Total liabilities 9,858,694 9,313,623 2,164,030 1,694,265
Other segment information
Investment in tangible fixed assets 53,401 24,691 36,157 17,914
Addition of periodic maintenance
114,504 84,093 33,420 30,995
Depreciations and write-downs (2) 14,114 424,724 2,181 172,720
The Group’s vessels operate in several geographical areas during a year. Allocation between the different areas is based on
charter income.
Revenues are allocated to the following areas:
Total
2022 2021
Revenue from contracts with customers 2,610,073 2,345,715
Other income - 65,333
Lease element from contracts with day rate 3,890,058 3,006,452
Total operating income 6,500,131 5,417,500
Crew expenses 2,288,562 2,046,461
Other expenses 2,128,217 1,845,263
Total operating expenses 4,416,779 3,891,724
Bunkers 175,905 124,253
Operating result before depreciations and impairment (1)
1,907,447 1,401,523
Assets and liabilities
Fixed assets 20,763,645 20,413,522
Investments in JV and associated companies 158,559 92,407
Unallocated assets 5,096,926 4,431,753
Total assets 26,019,130 24,937,682
Segment liabilities 22,690,900 21,670,435
Unallocated liabilities 1,575,104 183,766
Total liabilities 24,266,005 21,854,200
Other segment information
Investment in tangible fixed assets 124,910 6,448
Addition of periodic maintenance
488,011 225,936
Depreciation and writedowns (2) 672,763 1,383,233
(1) The segment result is presented exclusive gain/ loss sale of assets, interests, currency gain/ loss and other financial items.
(2) Depreciation includes both ordinary depreciation and depreciation of periodic maintenance.
2022 2021
Operating segment result before depreciations and impairment (1) 1,907,447 1,401,523
Depreciation -1,044,940 -993,053
Depreciation capitalised periodic maintenance -292,009 -271,098
Impairment fixed assets 555,958 -45,049
Net gain/ loss on sale of assets 152,490 -99,730
Income from investment in joint ventures 20,418 247
Income from investment in associated companies 722 108
Interest income 47,152 10,295
Other financial income 12,113 173,405
Interest charges -1,404,972 -1,003,543
Other finance costs - 9 67,504 -283,504
Result before tax -1,013,124 -1,110,398
Reconciliation of profit
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2022 2021
North Sea 49% 3,205,056 44% 2,379,439
North- and Central America 4% 275,796 3% 171,601
Mediterranean / remaining part of Europe 4% 230,333 4% 234,640
Africa 7% 437,778 12% 649,323
South America 21% 1,335,618 6% 340,430
Australia 10% 639,050 23% 1,223,186
Asia 6% 369,824 8% 435,853
Total 100% 6,493,454 100% 5,434,472
The Group’s vessels generally operate in more than one geographic region during the year. Therefore assets cannot be allocated per
segment in accordance with IFRS 8.
Note 5 - Financial Market Risk, Financial Instruments
General
The Group is exposed to several types of financial risks through its operations. Financial market risks, such as currency rates,
interest rates and charter rates, influence the value of the Group’s financial assets, liabilities and future cash flows.
Management monitors the financial market risks. When a risk factor is identified, action is taken to reduce this risk. The main strategy
to reduce financial market risk is the use of financial derivatives, both for the specific exposure and for the net exposure of the Group.
Where financial derivatives are appropriate, only conventional derivatives are used. Given its current financial position, the Group
has limited possibility to enter into new financial derivatives.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss.
The Group operates in a cyclical business, where exposure to losses on trade fluctuates. The business has recovered over the last
years, and no material losses have been recognized. Due to the nature of the business concentration risk is present to some degree.
Counterparties are concentrated in few industry sectors, and even though the Group operates worldwide, there is a consentration
of counterparties in specific geographical markets. Management continously review and assess mitigating responses to limit the
concentration risk.
Status for accounts receivables is shown in the table below. Based on the composition of the customers, the Group applies an
individual assessment for expected loss on trade receivables.
The Group is also exposed through guarantees issued on behalf of subsidiaries, joint ventures and associated companies. As the
value of the assets placed as security for the guaranteed mortgages exceeds the loans, the credit risk related to the guarantees is
considered to be acceptable. However, a potential forced sale situation could have a significant impact on the value of the mortgaged
vessels. For further details refer to note 6.
The following table shows the ageing of account receivables:
per 31.12.2022
Not yet due
0 -1 month over
due
1 - 3 months
over due
Older than 3
months
Total
Net carrying amount 1,029,375 119,317 40,589 43,206 1,232,487
per 31.12.2021
Not yet due
0 -1 month over
due
1 - 3 months
over due
Older than 3
months
Total
Net carrying amount 588,436 109,138 31,390 87,781 816,745
Set out below is the movement in the allowance for expected credit losses of trade receivables:
2022 2021
As at 1 January 75,223 105,086
Provision for expected credit losses -56,565 1,613
Write-off -34,458
Foreign exchange movement 8,617 2,982
As at 31 December 27,275 75,223
Interest Risk
Interest rate risk is the risk that the fair value of future cashflows of a financial instrument will fluctuate because of changes in market
interest rates.
The Group’s exposure to changes in interest rates relates primarily to the Group’s long-term loans and leasing obligations with
floating interest rates. To mitigate exposure to interest rate fluctuations the Group previously entered into fixed interest rate contracts
for parts of the long-term liabilities.
As of 31.12.2022 and 31.12.2021 there are no fixed-interest contracts.
Following the restructuring of the Group in 2020, the majority of its loan agreements with fixed interest rates through CIRR financing
was refinanced through a new senior reinstated multicurrency term loan facility. As per 31.12.2022 and 31.12.2021 3% of the of the
Group’s loan agreements consisted of fixed interest rates through CIRR financing. The remaining debt had floating interest rates. Per
31.12.2022 and 31.12.2021 the Group had no exposure in neither interest swaps nor currency swap agreements.
The following table shows the sensitivity of the Group’s equity and result before taxes at a reasonable change in the interest rate,
while all other variables are unchanged:
Increase / decrease
in basis points
Effect on equity and result
before tax
+ / - 100 2022 + / - 188,659
+ / - 100 2021 + / - 183,333
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates.
The Group’s presentation currency is NOK. Revenues are earned in NOK, USD, BRL, AUD, GBP and EUR. The Group’s future
charter revenues are partly hedged using foreign currency loans. This hedging reduces the effect of fluctuation in currency rates on
the profit and loss account.
The following table shows the sensitivity of the Group’s equity and profit and loss before tax due to changes in USD, GBP, AUD,
EUR and BRL versus NOK. All other variables remain unchanged. These variations are mainly due to changes in the Group’s charter
income and interest expenses, but does not include unrealized currency effects relateing to long term debt which is shown in separat
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paragraph below.
The Group’s long-term debt has the following allocation as at December 31, 2022; NOK 27% and USD 73%. The corresponding
allocation for 2021 was NOK 31% and USD 69%.
With a reasonable change in the currency of USD versus NOK of 10 % the effect on equity and result before tax would have been
MNOK 1,394 in 2022 (MNOK 1,240 in 2021).
Liquidity Risk
Liquidity risk is the risk that the Group will be unable to fulfill its operational- and financial obligations as they fall due.
Liquidity risk has been reduced after the financial restructuring of the Company was completed, October 2020. Following the
restructuring interest-bearing debt was reduced significantly, among others amortization relief has been given for a period of time and
the Company has in place a working capital facility ref paragraph below. The Group monitors its available cash through a continued
evaluation of its liquidity position combined with a rolling medium and long term cash flow forecast of its operational activities.
Pursuant to a senior secured facilities agreement that refinanced the restructured Group, certain banks made an additional super
senior term loan facility up to MNOK 1,494 available to Solstad Shipholding AS for general corporate and working capital purposes
(“Super senior term loan”). This has super senior status to all other liabilities under the facility and represents a non-amortizing bullet
loan with maturity 31.03.2024. As per 31.12.2022 this facility was undrawn. The funds made available under the “Super senior term
loan” facility is freely available for the restructured part of the Group subject that free cash in this group of companies is minimum
MNOK 600.
Change in all currencies Effect on equity and result
before tax
+ / - 10% 2022 + / - 543,232
+ / - 10% 2021 + / - 436,326
Change in USD Effect on equity and result
before tax
+ / - 10% 2022 + / - 289,339
+ / - 10% 2021 + / - 235,757
Change in GBP Effect on equity and result
before tax
+ / - 10% 2022 + / - 77,619
+ / - 10% 2021 + / - 60,666
Change in AUD Effect on equity and result
before tax
+ / - 10% 2022 + / - 57,914
+ / - 10% 2021 + / - 57,206
Change in EUR Effect on equity and result
before tax
+ / - 10% 2022 + / - 43,801
+ / - 10% 2021 + / - 34,136
Change in BRL Effect on equity and result
before tax
+ / - 10% 2022 + / - 73,211
+ / - 10% 2021 + / - 43,476
per 31.12.2022
Less than
3 months
3 to 12
months
2 to 3
years
4 to 5
years
Over 5
years
Total
Interest bearing liabilities 440,751 2,019,584 15,906,804 832,251 370,745 19,570,136
Lease obligations (1) 34,547 109,335 1,909,138 1,563,391 95,665 3,712,076
Other long-term liabilities - - - - - -
Account payables 694,564 - - - - 694,564
Interest payments 368,566 1,067,673 719,156 118,672 41,763 2,315,829
1,538,428 3,196,593 18,535,098 2,514,314 508,173 26,292,606
The following table shows the maturity of the Group’s financial obligations based on contractual, undiscounted cash flows:
Capital Structure and Equity
The governing principle for the Group is that the company should have a solid balance sheet and liquidity reserves sufficient
per 31.12.2021
Less than
3 months
3 to 12
months
2 to 3
years
4 to 5
years
Over 5
years
Total
Interest bearing liabilities 311,199 91,753 17,387,122 270,230 949,872 19,010,176
Lease obligations (1) 2,451,228 31,943 75,540 80,382 121,741 2,760,834
Other long-term liabilities - - - - - -
Account payables 552,077 - - - - 552,077
Interest payments 180,298 581,858 1,031,279 109,442 71,166 1,974,043
3,494,802 705,554 18,493,941 460,054 1,142,779 24,297,130
31.12.2022 31.12.2021
Total equity 1,753,125 3,083,481
Total assets 26,019,130 24,937,682
Equity ratio 7% 12%
Reclassification of long-term liabilities to current liabilities
(1) Lease obligation for Normand Maximus of MNOK 101 is classified as current liability in 2022. Total lease liability, MNOK
2,424, was reclassified to current portion of long term debt in 2021, due to a contractual default with a covenant waiver, given
in 2021, that could be revoked at any time by the Finance Parties. Reference is made to note 6 and 8.
Drawn Maturity interval Interest interval
Average
interest
Loan, fixed interest 704,225 10/11/2026 10/03/2031 3.63% 6.10% 4.87%
Loan, floating interest 18,865,911 30/06/2023 07/03/2029 3.80% 13.04% 4.24%
The following table shows the total mortgage loan based on existing financing and their maturity dates as per 31.12.2021:
Drawn Maturity interval Interest interval
Average
interest
Loan, fixed interest 676,833 10/11/2026 10/03/2031 3.61% 6.07% 5.39%
Loan, floating interest 18,333,343 30/06/2023 07/03/2029 2.36% 10.85% 3.34%
Financing Risk
The following table shows the total mortgage loan based on existing financing and their maturity dates as per 31.12.2022:
The main portion of Solstad’s external debt will mature March 2024 and therefore it is an inherent refinancing risk. A re-
financing is dependent on how the OSV market- and the oil and gas prices develops and other factors such as fi-
nancing capacity for the OSV segment. The Company has engaged a consulting firm to facilitate an independent
analysis of Solstad’s debt service ability. A failure to refinance by the end of March 2024 will have a material adver-
se effect on the financial situation of the Group and Company. Dependent on the outcome of the refinancing process
and the Company’s debt service ability, this may lead to a need for adjustments of the capital structure.
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Financial assets
2022 2021
Note
Carrying
amounts
Fair value
Carrying
amounts
Fair value
Cash to bank 20 2,170,072 2,170,072 2,459,027 2,459,027
Investments in shares (long-term) 13 5,315 5,315 4,271 4,271
Other long-term receivables 57,536 57,536 56,460 56,460
Total financial assets 2,232,923 2,232,923 2,519,758 2,519,758
Set out below is a comparison, by class, of the carrying amounts and fair values of the Group’s financial instruments, other than
those with carrying amounts that are reasonable approximations of fair values (e.g. accounts receivable and accounts payable):
Financial liabilities
2022 2021
Note
Carrying
amounts
Fair value
Carrying
amounts
Fair value
Mortgage loan with floating interests 6 22,105,902 22,105,902 20,040,786 20,040,786
Mortgage loan with fixed interests 6 704,225 704,225 676,833 676,833
Total financial liabilities 22,810,127 22,810,127 20,717,619 20,717,619
Hereof short-term part of long-term debt 2,460,689 2,460,689 446,592 446,592
Fair Value Hierarchy:
The Group use the following hierarchy for valuation and presentation of financial instruments:
Level 1: quoted prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have significant effect on the recorded fair value are observable, either directly or
indirectly
Level 3: techniques which use inputs which have significant effect on the recorded fair value that are not based on observable market
data
The Group’s level 1 includes shares in listed companies, refer to note 11 for further details.
Level 2 includes fixed interest contracts, interest and currency swap contracts, currency contracts and mortgage debt, refer above for
further details.
Level 3 includes non-registered shares, refer to note 11 for further details.
The following methods and assumptions were used to estimate the fair values:
Nominal value of cash and loan obligations is normally a reasonable estimate of the items’ market value.
The fair value of listed shares are based on market value.
The fair value of shares in non-listed companies are estimated based on the relevant company’s financial report, focusing on the
Group’s share of its booked equity, and therefore a thorough evaluation is required prior to estimating the market value.
Ending 2021 a certain part of the Group’s financial liability was linked to vessels deemed to be “non core”. Debt not covered by sales
proceed from these vessel have been settled by warrants during 2022. The debt related to these non core vessels was measured
to fair value at each accounting period. Fair value was set based on expected sales price of the vessels and share price of Solstad
Offshore ASA at the end of the accounting period. Expected sales prices end of 2021 were based on actual sale prices for those
vessels sold in 1Q22. Ending 2022 all vessels, except for one, which has been reclassified to core vessel, are sold.
The following table show book value of financial instruments according to the hierarchy above:
to support its business, future liabilities and maximize shareholder value at all times. The 2-3 years prior to the restructuring of the
Company the equity ratio was at a very critical level. After the successful restructuring the equity ratio improved due to conversion of
debt to equity. Equity ratio declined in 2022, mainly due to increasing interest and weakened NOK vs USD.
Fair Value
Estimated market values on financial instruments nominated in other currencies than NOK are determined using the currency rate
at the balance sheet date. Fair value of any interest- and interest-/currency swaps are determined using the currency - and interest
rate at the balance sheet date. Nominal value of cash is normally a reasonable estimate of the items’ market value. The estimated
fair value of the Group’s long-term loan obligations is based on the estimated market interest level at the balance sheet date. The
fair value of shares in non-listed companies are estimated based on the relevant company’s financial report, focusing on the Group’s
share of its booked equity, and therefore a thorough evaluation is required prior to estimating the market value.
2022 2021
Non current financial assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Investment in shares - - 2,991 - - 2,991
Total per level - - 2,991 - - 2,991
Total all levels 2,991 2,991
2022 2021
Current financial liabilities Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Debt to credit institutions - - 147,416 - - 326,312
Total per level - - 147,416 - - 326,312
Total all levels 147,416 326,312
31.12.2022
Derivatives
not designated
as hedging
instruments
- fair value
through profit
or loss
Financial assets
and liabilities
at fair value
through profit
or loss
Financial
instruments
at fair value
through OCI
Financial
instruments at
amortized cost
Total
Assets
Equity instruments
Market based shares - 21,000 - - 21,000
Investments in stocks and shares - 2,991 - - 2,991
Debt instruments
Other long-term receivables - - - 29,572 29,572
Loans to joint ventures - - - 55,829 55,829
Accounts receivable - - - 1,232,487 1,232,487
Cash and cash equivalents - - - 2,170,072 2,170,072
Total Financial assets - 23,991 - 3,487,960 3,511,951
Liabilities
Interest bearing loans and borrowings
Interest bearing liabilities - 147,416 - 18,950,635 19,098,051
Other long-term liabilities - - - 1,046 1,046
Other financial liabilities
Trade and other payables - - - 694,564 694,564
Total financial liabilities - 147,416 - 19,646,245 19,793,661
2022 2021
Current financial assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Investment in listed shares 21,000 - - 15,200 - -
Total per level 21,000 - - 15,200 - -
Total all levels 21,000 15,200
Financial assets and financial liabilities measured at amortized cost, but for which fair value is disclosed, is valued
at level 2 (Cash to bank and Mortgage loans) and level 3 (Investments in shares and Other long receivables).
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Note 6 - Mortgage Debt and Other Liabilities
2022 2021
Interest bearing liabilities 16,637,362 17,523,945
Other long-term liabilities 1,046 1,917
Leasing liabilities 3,564,963 280,761
Total long-term debt 20,203,371 17,806,623
Current portion of long-term debt 2,607,802 2,912,913
For maturity profile reference is made to Note 5.
The reinstated debt to credit institutions is recognized at its fair value. The interest rate for the refinanced debt has at initial
recognition been compared to current market terms according to IFRS 9. For the reinstated debt the Company concludes
that the interest rate is below current market terms. Using the estimated market rate when measuring fair value of the
reinstated debt a MNOK 1,066 reduction is observed. The difference between nominal- and fair value will be amortised, and
presented as interest expense, over the period until final maturity of the loans. The below table sets out the difference between
nominal- and fair value at initial recognition, the amortization for the period and the remaining balance at reporting date.
Initial recognition 20.10.2020 -1,066,639
Fair value adjustment 01.01.2022 -690,311
Amortisation YTD 4Q 2022 (*) 300,430
Unrealised currency loss -49,764
Fair value adjustment 31.12.2022 -439,645
*Amortised cost is precented as part of Interest charges in the Comprehensive Income Statements
Normand Maximus
The Company’s leased vessel, the CSV Normand Maximus was sold from its owner Maximus Limited to American Shipping
31.12.2021
Derivatives
not designated
as hedging
instruments
- fair value
through profit
or loss
Financial assets
and liabilities
at fair value
through profit
or loss
Financial
instruments
at fair value
through OCI
Financial
instruments at
amortized cost
Total
Assets
Equity instruments
Market based shares - 15,200 - - 15,200
Investments in stocks and shares - 2,991 - - 2,991
Debt instruments
Other long-term receivables - - - 26,458 26,458
Loans to joint ventures - - - 47,506 47,50 6
Accounts receivable - - - 816,745 816,745
Cash and cash equivalents - - - 2,459,027 2,459,027
Total Financial assets - 18,191 - 3,349,736 3,367,928
Liabilities
Interest bearing loans and borrowings
Interest bearing liabilities - 326,312 - 17,644,225 17,970,538
Other long-term liabilities - - - 1,917 1,917
Other financial liabilities
Trade and other payables - - - 552,077 552,077
Total financial liabilities - 326,312 - 18,198,219 18,524,532
Company ASA (AMSC) in the 4th quarter 2022. This transaction crystallized a residual claim from the former leasing arrangements
for the Normand Maximus against a subsidiary of the Company. The residual claim is in the amount of MUSD 161, with an annual
interest rate of 9,5%, and falls due for payment on 31 March 2024. The residual claim is guaranteed by the Company.
The residual claim needs to be refinanced within the maturity date. As the residual claim is guaranteed by the Company, a failure to
refinance the residual claim will have a material adverse effect on Solstad Offshore ASA’s financial situation.
For further information on the general refinancing risk of the SOFF group’s debt, see item 2 of the prospectus issued on 19 October
2020.
The group maintains operational control over the vessel under a bareboat agreement for a 5 year firm period and options for further
10 years with a subsidiary of AMSC. The Company has an option to purchase the vessel after 5 or 10 years. For the new lease the
Group assessed and found the purchase option in year 5 to be reasonably certain to be exercised and thus included this purchase
option in the lease calculation. The agreement includes a profit split-element, whereby the owner of the vessel will be entitled to 50%
of the net profit if the vessel is sold externally less than 12 months after the purchase option date.
Total lease obligation for Normand Maximus amounts to MNOK 3,424 (MNOK 2,424 in 2021). MNOK 1,586 is related to the residual
claim from the leasing agreement with Maximus Limited, and MNOK 1,838 is related to the new leasing agreement.
Reference is made to note 8 – Right-of-use-assets for the accounting treatment of the new lease.
Reclassification of long-term liabilities to current liabilities
Total lease obligation for Normand Maximus amounts to MNOK 3,424 (MNOK 2,424 in 2021). In 2021 the total lease obligation was
classified as current liabilities due to a contractual default with a covenant waiver that could be revoked at any time by the Finance
Parties.
Short term portion of long-term debt includes a MNOK 147 (MNOK 326 in 2021) loan trance for non-core vessels. Remaining portion
relates to non-core vessel being reclassified as core vessel, thus no longer held for sale. The reduction in amount from 2021 relates
to vessel sales in 2022 and warrants exercised accordingly.
Book value of pledged assets:
2022 2021
Bank deposits and cash equivalents 2,170,072 2,459,027
Account receivables 1,232,487 816,745
Vessels 17,603,721 18,064,019
Total booked value 21,006,280 21,339,791
All owned vessels are placed as security for the mortgages.
Covenants:
Solstad Offshore ASA is subject to various financial covenants under its prevailing financing agreements. These are divided into two
structures; one common set of covenants for the reinstated multicurrency term loan facility (including the “Super senior term loan”)
that was subject to the restructuring in 2020, with Solstad Shipholding AS as the registered borrower (“Solstad Shipholding”) and
separate covenants applicable to the remaining vessel owning companies in the Group.
In connection with the restructuring in 2020, the Group completed an organizational corporate restructuring with a view to dissolve
the former silo structure of the Group, which was a result of the combinations with the REM Offshore, Solstad Ålesund AS (previously
Farstad Shipping AS) and Deep Sea Supply groups during recent years. The purpose of the corporate restructuring was to create
a new simplified group structure, which also reflects the requirements under the Group’s new financing structure. The restructuring
also reduced the complexity in the daily operations and cash management in the Group. There is free float of liquidity between the
companies in the structure that was subject to debt-to-equity conversion in the restructuring. Solstad Shipholding AS is the registered
borrower for this reinstated debt. Cash flow in the remaining part of the Group is subject to ring-fencing within each borrower entity.
There are restrictions in the Solstad Shipholding AS loan agreement to provide financial support to the other ship owning entities in
the Group. Vessels owned by both Normand Ships AS and Solstad Superior AS was subject to refinancing during the restructuring
process with amended terms and conditions including extension of maturity dates to correspond to the term of the reinstated fleet
loan facility in Solstad Shipholding AS, March 2024. Termination date for the underlying vessel financing in NISA Ltd is March 31,
2023. The Group’s financing of four vessels financed with the Brazilian development bank, BNDES, was not part of the restructuring,
but amendments to these financings to meet the market conditions was completed in 2022. The exposure under these loan agree-
ments is not guaranteed by the Company.
The loan agreements include customary security provisions including cross-collateralized mortgaged over relevant vessels, assign-
ment of insurances and earnings, pledges over shares, assignment of any relevant intra-group loans, assignment over any monetary
claims under any hedging agreements (if relevant), pledge over bank accounts, step-in rights/direct agreements with respect to
management agreements and such other security as reasonably required by the banks. Of the Groups senior secured facilities, the
loan agreements in Solstad Shipholding AS, Normand Ships AS and Solstad Superior AS are guaranteed by the Company. The loan
agreements entered into in subsidiaries of Solstad Brasil Holding AS, Farstad Shipping Ltda and Deep Sea Navegacao Maritimos
Ltda, is guaranteed by Solstad Ålesund AS and Solship Invest 3 AS respectively. The loan agreements in NISA Ltd is not guaranteed.
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There are no financial covenants linked to the BNDES loan agreement in Brazil, however there is a
cash sweep mechanism in the loan agreement, in which the Company is closely monitoring.
Given the prevailing market conditions, the covenant with greatest associated uncertainty over the prevail-
ing next 12 month period, is the collateral vessels fair market values tested against the underlying vessel debt.
Remedies are however available for borrowers through partial down payment of relevant loan trances. Both
the Group’s working capital- and liquidity status has developed positive after the restructuring in 2020.
In addition to the financial covenants the loan agreements include customary provisions related to operational aspe-
cts related to acceptable ship registries, bareboat registrations, class requirements, information undertakings, san-
ctions provisions and such other requirements as reasonably required under bank financing agreements.
The Company is in compliance with all the covenants related to bank loan agreements at year end 2022.
Solstad Shipholding AS
1. Positive working capital
2. Min free liquidity: Available Cash min MNOK 500
3. Interest Coverage ratio > 1.0x (applicable from
01.07.2022 and first tested 30.09.2022).
4. Positive MVC
Normand Superior AS
1. Positive working capital
2. Min free liquidity MNOK 5 (from 01.01.2022)
and MNOK 15 from 01.07.2022.
3. Positive MVC
NISA Ltd (50,1%)
1. Positive working capital
2. Min free liquidity MUSD 0,25
3. Min MVC 200%
Farstad Shipping Ltda
1. No applicable financial covenants
Normand Ships AS
1. Positive working capital
2. Min free liquidity MNOK 10
3. Positive MVC
SOFO Tonjer AS (BB Charterer)
1. Min free liquidity > MUSD 0,75
2. No payment of dividend, capital repayments or ot-
her form of capital distribution to its shareholders.
Deep Sea Navegacao Maritimos Ltda
1. No applicable financial covenants
Borrowing cost and interest relief:
2022 2021
Capitalization borrowing cost 36,585 82,404
1 January
2022
Refinance
effect
Fair value
adjustment
Cash flows* Other**
31 December
2022
Current interest bearing liabilities 446,592 - - -294,993 2,309,089 2,460,689
Non-current interest bearing liabilities 17,523,945 - - -251,125 -635,459 16,637,3 62
Current leasing obligations 2,466,321 - - -204,979 -2,114,228 147,113
Non-current leasing obligations 280,761 - - - 3,284,202 3,564,963
Other long-term liabilities 1,917 - - - -871 1,046
Total liabilities from financing activities 20,719,536 - - -751,096 2,842,734 22,811,173
1 January
2021
Refinance
effect
Fair value
adjustment
Cash flows Other
31 December
2021
Current interest bearing liabilities 940,944 - -71,200 -255,163 -167,989 446,592
Non-current interest bearing liabilities 16,875,360 - - -142,379 790,964 17, 523,945
Current leasing obligations 2,558,953 - - -213,191 120,558 2,466,321
Non-current leasing obligations 255,288 - - - 25,473 280,761
Other long-term liabilities 12,372 - - -10,456 - 1,917
Total liabilities from financing activities 20,642,918 - -71,200 -621,188 769,006 20,719,536
Changes in liabilities arising from financing activities
*Changes in cash flow related to current and non-current interest bearing liabilities is presented in aggretage in cash flow line
Repayment of long-term debt
** For leasing liabilities, other changes includes additions, currency effects and change in portion classified as non-current.
For interest bearing liabilities, other changes includes amortisation of debt recognized in 2020 at fair value, currency changes and
change in portion classified as non-current.
Note 7 - Tangible Fixed Assets
Vessel Fixture Total
Acquisition cost 01.01.2022 30,427,908 205,135 30,633,043
Acc. depreciation/ impairment 01.01.2022 -13,041,408 -178,826 -13,220,234
Book value 01.01.2022 17,386,500 26,309 17,412,809
Additions 124,912 7,282 132,194
Disposals
-20,771 - -20,771
Transferred
- - -
Transfer to asset held for sale
-471,725 - -471,725
Disposal of acc. depreciations/ impairment
- - -
Translation differences
34,383 -288 34,095
Cost price 31.12.2022
30,094,706 212,130 30,306,836
Acc. depreciations/ impairment 31.12.2022
-13,280,522 -183,747 -13,464,269
Carrying value 31.12.2022
16,814,184 28,383 16,842,567
Depreciation current period
-835,881 -4,921 -840,803
Impairment current period
596,768 - 596,768
Borrowing cost is presented net with the loans and is amortized until maturity of the loan.
Other long-term liabilities
Other long-term liabilities of NOK 1 million (NOK 2 million in 2021) are mainly convertible loans from shareholders.
Solstad Offshore ASA has issued a Parent Company Guarantee of MNOK 20,454.
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Vessel Fixture Total
Acquisition cost 01.01.2021 32,277,692 205,255 32,482,947
Acc. depreciation/ impairment 01.01.2021 -13,561,561 -171,990 -13,733,551
Book value 01.01.2021 18,716,131 33,265 18,749,396
Additions 71,157 - 71,157
Disposals -1,835,095 -90 -1,835,185
Transferred - - -
Transfer to asset held for sale -172,313 - -172,313
Disposal of acc. depreciations/ impairment
1,478,706 - 1,478,706
Translation differences 86,467 -30 86,437
Cost price 31.12.2021
30,427,908 205,135 30,633,043
Acc. depreciations/ impairment 31.12.2021
-13,041,408 -178,826 -13,220,234
Carrying value 31.12.2021
17,386,500 26,309 17,412,809
Depreciation current period
-893,504 -6,836 -900,340
Impairment current period
-65,049 - -65,049
Capitalized periodic maintenance
2022 2021
Capitalized periodic maintenance at 01.01 677,518 760,223
Additions this year 408,131 221,392
Disposal this year -13,077 -25,789
Transfer to asset held for sale - -4,221
Depreciation this year
-292,009 -271,098
Impairment this year - -
Translation differences
8,974 -2,989
Capitalized periodic maintenance at 31.12
789,537 677,518
Each part of a fixed asset that is significant to the total expence of the item are separately identified and depreciated over that component’s useful
lifetime. Assumed physical lifetime for all categories are 30 years, while estimated useful life is 20 years. Estimation of residual value are based on
marked values/ brokers values in the beginning of the year. The brokers values, sales related expenses deducted, are multiplied with a factor dependent
on the vessels age. The factor is 50 percent for a new build, increasing to 100 percent for a 20 year old vessel. Periodic maintenance is depreciated
over the period until the next planned interimand main docking takes place, respectively. The normal interval is five years for both interims- and main
docking. The depreciation rate for other equipment is 15-25 percent. Vessels with a book value of MNOK 17,604 (MNOK 18,064 in 2021) are held as a
guarantee for the Group’s loans, see note 6.
There is no capitalized interest in 2022 or 2021.
Impairment valuation of fixed assets
Quarterly, the Group assess whether there is any impairment indicators of the fixed assets, or if there are indicators that prior period impairment loss
no longer exists or have decreased. If such indicators exist the recoverable amount of the assets are estimated.The current market shows improved
commercial terms, especially in the CSV/renewable segment, but at the same time high inflation rates give increased cost levels. These factors indicate
need for revaluation of the vessels.
The recoverable amount is the highest of an assets calculated value in use or fair value less cost to sell. The recoverable amount was calculated for
all vessels. Fair value is calculated using broker values unless there are available estimates for sales values. Broker value is set as an average of 3
acknowledged, independent brokers. Each vessel is considered a separate cash generating unit. The value in use-calculations are based on budget and
long-term forecast. For a majority of the vessels, value in use was the basis for the recoverable amount.
Discounting rate
The discounting rate is based on a weighted average cost of capital (WACC) for the Group. The cost of equity is derived from the 10-year interest
rate for state bonds (risk-free interest rate), market risk premium and an unlevered beta (Damodaran for Western Europe). The debt element of the
discounting rate is based on the risk-free interest rate, plus a premium equivalent to the difference between risk-free interest rate and market rates.
The discounting rate used for 2022 is 11 %.
Income assumptions
For vessels having firm contracts, revenue is based on the current contracts. For vessels without firm contracts, and for vessels where the firm
contract expires during the period, revenue is based on expected utilization and charter day rates over the prognosis period. Dayrates are expected
to gradually increase over the prognosis periode. Market rates after year end gives support to estimated rate levels in the early prognosis periode.
Market uncertainty is reflected in the assumptions, based on managements assessment and market analysis provided from independant third parties.
Inflation
No inflation of income in 2023, while operating expense is adjusted for inflation by 2 percent. This is consistent throughout the prognosis period.
Residual values
Estimated residual values used in the value in use calculations are set using the same principle as for the ordinally depreciations. Initially the value is
set to 50 percent of cost price, expected cost of sale deducted, and adjusted according to changes in broker valuations. The assumption is that the
broker values decline by 2,5 percent per year, until the vessel is 20 years old. It is assumed that the vessels are disposed after 20 years in operation.
Average life of the core fleet is 12 years, with respectively 13 years average for the CSV and AHTS vessels and 10 years for the PSV vessels.
Impairment testing
The Group recognized a total net reversal of impairment of MNOK 556 in 2022 in Impairment of fixed assets. Impairment of MNOK 33 is related to
Normand Maximus, further reference is made to Note 8 – Right-of-use assets, and impairment of MNOK 8 is related to impairment of inventory.
The impairment reversal of MNOK 597 for tangible fixed assets is related to two segments, CSVs and PSVs. The market has shown improved
commercial terms and high utilization during 2022. For the CSVs this is assessed as an indicator of reversal of impairment, and a reversal of MNOK
679 on 13 CSV has been taken based on value in use-calculations. One CSV is impaired with MNOK 54 due to reduced earnings in the forecasts.
Following the sale of the majority of the PSV-fleet, the recoverable amount for the vessels involved in the transaction was calculated at estimated fair
market value less cost to sell. This resulted in an impairment of MNOK 566 for 19 of the vessels and a reversal of impairment of MNOK 538 of 11
vessels.
Sensitivity and scenario calculations
The sensitivity of the value-in-use-calculations for the vessels is analyzed by altering the key assumptions; discounting rate, utilization and day rates.
A change of discounting rate by +1% point and +2% points indicates potential additional impairment of MNOK 16 and MNOK 219, respectively.
A yearly change in dayrates or utilization for the prognosis periode bringing the income down by 3-6%, indicates potential addional impairment
by MNOK 19-118. The group has recognized significant impairments on the vessels during the last years, but due to improved market conditions,
significant reversals has been taken in 2022 for the CSV fleet. If rates/utilization increases more rapidly than Group’s expectations the vessel values
are sensitive to further reversals of previous year’s impairment.
Climate-related matters
The Group constantly monitors the latest regulatory changes in relation to climate-related matters.
Regulatory changes in climate requirements may impact future cash inflows for the Company, but based on the managements judgements as of
31.12.22 no material effects are identified for the prognosis periode. Short and medium-term change issues are not expected to have any significant
effect on Solstad’s OPEX. Higer fuel price due to CO2 levels or the cost of green fuels will for the most part be forwardedto out clients.
For short term sustainability goals to be met conversion to battery hybrid and installation of shore power is the most important initiatives. Forecasts
for the vessels and segments include green investments, and as such these are included in the assessments of impairment and reversal of
impairment.
For long term sustainability goals to be met newbuild programs or new technology has to be implemented. There is limited newbuild-programs, and
the technology is not available, and it is unlikely that significant additional capacity will be added in the market in short term. Based on this the Group
assess that residual values and economic lifetime of existing vessels are not materially reduced in todays market. This could however change in the
future. The Group will adjust the key assumptions used in value-in-use calculations and sensitivity to changes in assumptions should a change be
required. Reference is also made to Note 21.
Gain/loss on sale of assets
The Group has disposed 16 vessels in 2022, where 13 was classified as ”non-strategic” and in line with the restructuring plan for the Company. The
net gain of 152.5 booked in Net gain/loss on sale of assets is mainly related to the three core vessels sold.
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Note 8 - Right-of-Use Assets
Right-of-use asstes
Vessels Office Total
Lease
liabilities
Opening balance 01.01.2021 2,212,854 244,468 2,457,322 2,814,242
Other adjustments - - - -10,839
Additions 107,855 - 107,855 75,558
Disposals - - - -332
Translation differences 72,953 -4,230 68,722 78,845
Depreciation -64,158 -28,554 -92,712 -
Impairment 20,000 - 20,000 -
Interest expense
- - - 176,480
Lease payments
- - - -389,671
Closing balance 31.12.2021
2,349,503 211,683 2,561,187 2,744,284
Right-of-use asstes
Vessels Office Total
Lease
liabilities
Opening balance 01.01.2022 2,349,503 211,683 2,561,187 2,744,284
Other adjustments 695,921 -1,516 694,405 950,555
Additions
2,076 - 2,076 -
Disposals - - - -
Translation differences 321,864 3,127 324,991 222,216
Depreciation -176,731 -27,406 -204,137 -
Impairment -32,710 - -32,710 -
Interest expense
- - - 233,521
Lease payments
- - - -438,500
Closing balance 31.12.2022
3,159,924 185,889 3,345,813 3,712,076
The following are the amounts recognised in profit or loss:
2022 2021
Depreciation expense of right-of-use assets 204,137 92,712
Interest expense on lease liabilities 233,521 176,480
Variable lease payments expensed in the period* 50,238 44,625
Operating expenses in the period related to short-term leases 214 60
Total lease expenses included in other operating expenses
488,110 313,877
*The Group has two vessels on lease with variable lease payments.
The Group had total cash outflows for leases of MNOK 312 in 2022 (MNOK 434 in 2021).
Impairment testing of Right-of-use assets
Based on value-in-use-calculations an impairment of MNOK 33 was recognised in 2022 (reversal of impariment of MNOK 20 in 2021). Further reference
is made to Note 7 Tangible Fixed Assets, and Normand Maximus paragraph below.
Assets held for sale
Assets held for sale comprise of 3 vessels which the Group has sold in 2023 (1 CSV, 1 AHTS, 1PSV). The sales were considered highly probable at
year end 2022 as MoA was signed for two of the vessels, and for the third vessel the negotiations was close to finilazitaion. Carrying value at year
end is MNOK 412.1, which is the lower of carrying value and fair value less cost to sell. No impairment or reversal of prior year impairment has been
recognized for the vessels in 2022.
The Group has sold 13 vessels in 2022, that was classified as Held for sale in 2021. A loss of MNOK 9 has been booked in net gain/loss on sale of
assets in 2022 related to these transactions.
Normand Maximus
Reference is made to note 6 – Mortgage Debt and Other Liabilities. The changes to the leasing arrangement for Normand Maximus is accounted
for under IFRS 16. It is assessed as a modification of the bareboat charter contract on the effective date of the new contract (18 October 2022) in
accordance with the requirements in the standard. This resulted in an increase in the leasing obligation of MNOK 952 (including a reclassification of
trade payables to leasing obligation of MNOK 251), and a corresponding increase in right of use asset of MNOK 695. The residual claim is included
in the lease obligation. An impairment assesment was performed, and the value-in-use calculation resulted in an impairment of MNOK 138 in
October 2022. Based on the value in use calculation as of year end 2022 MNOK 105 of the impairment was reversed due to new contracts, and net
impairment in 2022 is MNOK 33. The right of use asset for Maximus is MNOK 3,099 (MNOK 2,274 in 2021) and lease liability MNOK 3,424 (MNOK
2,424 in 2021).
Guarantee
Vessel lease liability related to the residual claim is guaranteed by the Parent Company with MNOK 1,586, further reference is made to Note 6 -
Mortage Debt and Other Liabilities.
Variable lease payments
The Company has two vessels on lease with variable lease payments. The total payments for 2022 was MNOK 50.2 (MNOK 44.6 in 2021).
Group as a lessor
As mentioned in note 4, the agreed day rate invoiced to customers is divided into a service element and a lease element. The service element inclu-
des the maritime services provided to navigate the vessel according to the customers requirements, while the lease element is the estimated rental
of the vessel (equipment).
For the future minimum rentals receivable under non-cancellable operating leases, see note 4.
Note 9 - Financial Items
Financial items
2022 2021
Interest expense -1,404,972 -1,003,543
Interest income 47,152 10,295
Net currency loss -937,897 -275,629
Income from investment in associated companies 722 108
Gain sale of shares - 4,932
Gain/ loss (-) financial derivatives 5,800 -7,875
Impairment of shares
-86 -
Dividends
900 750
Restructuring effects:
Fair value of reinstated debt
5,413 111,589
Other financial income/ -expenses (-)
-29,521 56,134
Net financial items
-2,312,489 -1,103,239
Other financial costs of MNOK 968 consits of Net currency loss of MNOK 938 and Other financial income/expenses of MNOK
-30.
Net currency loss is mainly relating to unrealized currency gain and -loss on assets and liabilities in foreign currency, change
in currency rates in the period from posting of invoices and actual timing of payments, and realised currency gain and -loss
related to refinancing of loan.
Gain on fair value recognition of debt is relating to gain on exercised warrants.
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Note 10 - Other Expenses, Wages, Employees
and Distinctive Contributions
Other operating expenses:
2022 2021
Technical cost 556,651 492,179
Bunker and lube oil 176,519 144,171
Insurance 121,765 107,643
IT, communications and other costs 991,664 777,993
Total other operating expenses 1,846,600 1,521,986
Wages and personnel costs:
Employees, vessels 2,288,609 2,044,482
Employees, administration
327,649 283,633
Total employee cost
2,616,259 2,328,115
Wages and employee cost:
Wages
1,882,105 1,673,436
Social security
232,760 212,344
Pension costs
49,867 41,018
Other benefits
59,532 44,044
Traveling costs, courses and other personnel costs
391,995 357,273
Total employee cost
2,616,259 2,328,115
Average number of FTEs
3,539 3,478
Renumeration to Directors, Managing Director and Auditors
2022
Wages Bonus Other benefits Pension cost
Lars Peder Solstad (CEO) 5,818 1,582 167 117
Kjetil Ramstad (CFO) 2,320 1,392 14 111
Tor Johan Tveit (COO) 1,955 1,173 14 112
10,093 4,147 194 340
2021
Wages Bonus Other benefits Pension cost
Lars Peder Solstad (CEO) 5,313 1,430 157 109
Kjetil Ramstad (CFO) 2,245 1,318 12 104
Tor Johan Tveit (COO) 1,609 965 12 105
9,167 3,714 181 318
There are no distinctive agreements regarding remuneration for the Chairman of the Board and neither are there any distinctive
bonus or option programmes for any Board Member. No loans have been given to the company management.
The Company’s executive bonus system is designed to promote performance in line with the Company’s strategy, and is
determined by the Company’s key performance indicators (KPIs) linked to the Company Priorities, defining clear annual
deliverables that are critical for the Company’s future.
The Chief Executive Officer has an agreement securing 6 months salary.
Payments to Board of Directors:
2022 2021
Harald Espedal 592 600
Frank O. Reite 419 406
Ellen Solstad 309 196
Peder Sortland 441 246
Ingrid Kylstad 392 246
Thorhild Widvey 260 196
Merete Haugli (until Q2 2020) 104
Anders Onarheim 25
Toril Eidesvik (until Q2 2020) 138
Auditors EY
2022 2021
Statutory audit 11,823 16,160
Other assurance services 2,839 1,660
Other non-audit services 12,966 16,629
Total 27,629 34,449
Audit fees relates to statutory audit of accounts. Other assurance services relates to services required
by law. Other non-audit services are fee for compliance services and restructuring process.
Note 11 - Government Grants
2022 2021
Net pay scheme at NOR-vessels 180,805 250,542
Grants for environmental measures (ENOVA) 16,952 -
Government grants 197,757 250,542
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Note 12 - Share in Subsidaries
Condensed organization chart of Solstad Offshore ASA exclusive of dormant companies per 31.12.2022.
Unless stated otherwise owner share is 100%
Solstad
Rederi AS
Farstad Shipping
Pte Ltd
Normand
Drift AS
Normand
Chartering AS
Solstad
Management AS
Solstad Shipowning
Holding AS
Solstad Operations
Holding AS
Solstad Management
Holding AS
Solstad
Supply AS
Solstad Construction
AS
Farstad
Supply AS
Solstad
Mexico AS
Deep Sea Supply
Cyprus Ltd
Solstad Offshore
Asia Pacific Pte Ltd
Solstad Australia
Pty Ltd
Solstad
Shipping AS
Solstad Offshore
UK Ltd
Solstad ROHQ
Philippines
Solstad Offshore
Crewing Services
Pte Ltd
Solstad Offshore
Singapore Pte Ltd
Solstad Offshore
Crewing Services
Philippines Inc
Solstad Offshore ASA
Solstad
Shipholding AS
Solstad
Ålesund AS
Solship Invest
3 AS
Solship
AS
DESS
Invest Ltd
Solstad
Brasil AS
Normand
Installer SA
Solstad
Subsea AS
SOFO
Tonjer AS
Solship Invest
4 AS
Solstad Brasil
Holding AS
Solstad Subsea
Holding AS
Farstad Shipping
Ltda
Deep Sea Supply
Labuan Ltd
Solstad Offshore
Crewing Services
Ukraine Ltd
Farstad do Brasil
Navegacao Ltda
Solstad
Offshore Ltda
Solstad Servicos
Maritimos Ltda
Deep Sea Servicos
Maritimos Ltda
Deep Sea Supply
Navegacão
Marìtima Ltda
Normand
Ships AS
Normand
Superior AS
SOFO
Tonjer IS
Normand Ships
Operations AS
Normand
Maximus Ltd
Normand Maximus
Operations Ltd
Maximus
Limited
NM
Shipholding AS
Normand
Maximus AS
Windstaller
Alliance AS
Omega Subsea
Robotics AS
33 %
50 %
50 %
25%
Solstad
Rederi AS
Farstad Shipping
Pte Ltd
Normand
Drift AS
Normand
Chartering AS
Solstad
Management AS
Solstad Shipowning
Holding AS
Solstad Operations
Holding AS
Solstad Management
Holding AS
Solstad
Supply AS
Solstad Construction
AS
Farstad
Supply AS
Solstad
Mexico AS
Deep Sea Supply
Cyprus Ltd
Solstad Offshore
Asia Pacific Pte Ltd
Solstad Australia
Pty Ltd
Solstad
Shipping AS
Solstad Offshore
UK Ltd
Solstad ROHQ
Philippines
Solstad Offshore
Crewing Services
Pte Ltd
Solstad Offshore
Singapore Pte Ltd
Solstad Offshore
Crewing Services
Philippines Inc
Solstad Offshore ASA
Solstad
Shipholding AS
Farstad
Shipping AS
Solship Invest
3 AS
Solship
AS
DESS
Invest Ltd
Solstad
Brasil AS
Normand
Installer SA
Solstad
Subsea AS
SOFO
Tonjer AS
Solship Invest
4 AS
Solstad Brasil
Holding AS
Solstad Subsea
Holding AS
Farstad Shipping
Ltda
Deep Sea Supply
Labuan Ltd
Solstad Offshore
Crewing Services
Ukraine Ltd
Farstad do Brasil
Navegacao Ltda
Solstad
Offshore Ltda
Solstad Servicos
Maritimos Ltda
Deep Sea Servicos
Maritimos Ltda
Deep Sea Supply
Navegacão
Marìtima Ltda
Normand
Ships AS
Normand
Superior AS
SOFO
Tonjer IS
Normand Ships
Operations AS
Normand
Maximus Ltd
Normand Maximus
Operations Ltd
Maximus
Limited
NM
Shipholding AS
Condensed organization chart of Solstad Offshore ASA exclusive of dormant companies per 31.12.2021.
Unless stated otherwise owner share is 100%
100 %*
* Further details refer to note 13
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Note 13 - Share in Joint Ventures, Associated
Companies and Other Investments
The Group accounts consists of the following shares in joint ventures (JV) and associated companies (AC):
Place of Business Ownership
Date of
Financial
statement
Normand Installer SA (NISA) JV Marly, Sveits 50% 31/12/2022
Omega Subsea Robotics AS (OSRAS)* JV Ølen, Norway 50% 31/12/2022
Solstad Offshore Crewing Services Philippines AC Manilla, Philippines 25% 31/12/2022
Windstaller Alliance AS (WAAS) AC Oslo, Norway 33% 31/12/2022
Maximus Limited AC Cayman Islands 100% ** 31/12/2022
* included from December 2022. Hence, no share of result in 2022.
**Non-controlling interests
Normand Installer SA owns one contruction service vessel hired on time charter to a company associated with the
other part of the joint venture. Omega Subsea Robitics AS is a lessor of ROV’s and other equipment for subsea
operations. Solstad Offshore Crewing Services Philippines deliver crewing services to the Group.
Windstaller Alliance AS is a company performing industrial activities in the Renewable Energy Market.
All the above investments are strategic for the Group.
Joint ventures
2022 2021
NISA OSRAS Total NISA Total
Cost price 01.01.
1,631 - 1,631 1,631 1,631
Acc result and adjustments
89,496 - 89,496 108,273 108,273
Book value 01.01.
91,127 - 91,127 109,904 109,904
Share of result
20,418 - 20,418 247 247
Other adjustments
37,206 7,4 8 4 44,690 -19,024 -19,024
Book value 31.12.
148,751 7,484 156,235 91,127 91,127
Balance sheet:
Bank deposit and cash equivalents
20,563 14,969 35,532 20,881 20,881
Current assets
86,969 1,147 88,116 245 245
Long-term assets
552,930 62,250 615,180 529,152 529,152
Short-term liabilities
-23,747 -14,102 -37,849 -7 7,914 -77,914
Long-term financial liabilities
-339,214 -50,000 -389,214 -290,108 -290,108
Net Assets
297,5 02 14,265 311,767 182,255 182,255
Share of balance sheet:
148,751 7,132 155,883 91,127 91,127
Revenues and profit:
Revenues
166,115 1,147 167,262 128,032 128,032
Operating expense
- 67,314 -38 -67,352 - 67,616 - 67,616
Depreciations
-37,335 -1,055 -38,390 -40,033 -40,033
Financial income
1,295 - 1,295 726 726
Interest expense
-21,925 -759 -22,684 -20,615 -20,615
Result before tax
40,835 -705 40,130 494 494
Result
40,835 -705 40,130 494 494
Share of revenues and profit:
20,418 - 20,418 247 247
Associated companies
2022 2021
SOCS WAAS Total SOCS Total
Cost price 01.01. 385 - 385 385 385
Acc result and adjustments 894 - 894 742 742
Book value 01.01. 1,279 - 1,279 1,128 1,128
Share of result 675 47 722 108 108
Other adjustments 158 164 322 44 44
Book value 31.12. 2,112 212 2,323 1,279 1,279
Balance sheet:
Current assets 6,435 359 6,435 5,391 5,391
Long-term assets 373 - 373 476 476
Short-term liablilities -5,692 -152 -5,692 -5,492 -5,492
Long-term financial liabilities -4 - -4 -5 -5
Net assets 1,112 207 1,112 370 370
Share of revenues and profit:
Revenues 3,198 174 3,372 2,391 2,391
Operating expense -2,576 -113 -2,689 -2,158 -2,158
Financial income 296 - 296 -108 -108
Result before tax 918 61 978 125 125
Taxes -235 -13 -249 -17 -17
Result 682 47 729 108 108
Financial assets at amortized
cost - long term
2022 2021
Unlisted shares Share Book value Share Book value
Bleivik SIM Holding AS 29.54% 2,991 29.54% 2,991
Hafast AS 2.64% - 2.64% -
Total 2,991 2,991
Based on, amongst others, no board representation, the Group does not have significant influence on the above mentioned
companies.
The shares in Hafast AS was written down to NOK 1 in 2019.
Investments in shares - current
2022 2021
Listed shares Cost price Share Book value Cost price Share Book value
Reach Subsea ASA 10,000 5.48% 21,000 10,000 5.48% 15,200
Total 21,000 15,200
Investments available for sale are shares which have no fixed maturity or return.
Shares are valued at fair value at year end. See note 5 for more information.
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Subsidiaries with Significant and Non-Controlling Interests
The Group have two subsidiaries with significant non-controlling interests (NCI) as of 31th Desember 2022. Information regarding
these is as follows (NOK 1,000):
2022
Name
Country NCI
Result
allocated to
NCI
Accumulated
NCI Paid dividend
Solstad Supply AS Norway 27% -10,010 -33,258 -
SOFO Tonjer IS Norway 44% 5,222 23,871 -
2021
Name
Country NCI
Result
allocated to
NCI
Accumulated
NCI Paid dividend
Solstad Supply AS Norway 27% -1,726 -23,248 -
SOFO Tonjer IS Norway 44% -34,526 18,649 -
2022
Condensed financial statement Solstad Supply AS SOFO Tonjer IS
Non-current assets 256,873 30,210
Current assets 62,744 31,960
Total assets 309,406 62,170
Long term liabilities 391,349 -
Short term debt 53,709 8,128
Total liabilities 445,058 8,128
Income 87,96 4 39,667
Result after tax -37,545 11,866
2021
Condensed financial statement Solstad Supply AS SOFO Tonjer IS
Non-current assets 246,250 26,543
Current assets 63,156 40,272
Total assets 309,406 66,815
Long term liabilities 363,255 0
Short term debt 33,873 24,638
Total liabilities 397,128 24,638
Income 73,996 52,826
Result after tax -6,475 -78,469
Capital has been called upon in SOFO Tonjer IS in 2021, with MNOK 30. MNOK 13,2 is contributed by minority interest.
Note 14 - Insurance Settlements
When damages occur to vessels or equipment that are reported as insurance cases, the Group pays for the repairs in advance.
The following compensation has been received from the insurance companies:
2022 2021
Received compensation 63,625 66,782
Insurance deductible per damage is included in Other operating expenses.
Freight revenue includes recognition of Loss of Hire-revenues of MNOK 62 and MNOK 36 for the two last years respectively.
Note 15 - Share Capital, Shareholders
and Treasury Shares
Shares Share capital Treasury
01/01/2022 75,608,658 75,609 -
Share capital increase by convertion of debt 1,699,951 1,700
31/12/2022 77,308,609 77,309 -
01/01/2021 74,872,682 74,873 -
Share capital increase by convertion of debt 735,976 736
31/12/2021 75,608,658 75,609 -
Capital increases by convertion of debt is through exercise of warrants issued by decision of the Company’s general
meeting held on 20 October 2020. Warrants will be excersised for any unsettled debt after disposal of vessels held for sale.
At 31.12.22 the Company’s share capital represents 77,308,609 shares at NOK 1.
At 31.12.21 the Company’s share capital represents 75,608,658 shares at NOK 1.
The number of shareholders at 31.12.22 was 10,919
The number of shareholders at 31.12.21 was 7,482.
The Chief Executive Officer holds 3,197,779 shares through Jarsteinen AS in addition to a right to subscribe 5,038,187
shares in the Company with a nominal value of NOK 1 per share. The subscription right expires 20.10.2023
As at 31.12.2022 and 31.12.2022 the Group had 139 treasury shares with cost price of MNOK 9.6.
Top 10 as of 31.12.2022 Number of shares Ownership
Aker Capital AS 19,206,002 24.84 %
DNB Markets Aksjehandel/-analyse 7,379,541 9.55 %
Interactive Brokers LLC 4,550,647 5.89 %
Skandinaviska Enskilda Banken AB 3,750,000 4.85 %
Jarsteinen AS 3,197,779 4.14 %
Magne Hystad 1,235,000 1.60 %
The Export-Import Bank of China 1,13 9,842 1.47 %
Nordnet Livsforsikring AS 1,057,775 1.37 %
Sparebanken Møre 978,598 1.27 %
Morten Østdahl 788,526 1.02 %
Minority shareholders 34,024,899 44.01 %
77,308,609 100 %
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Note 17 - Transactions with Related Parties
In addition to general management services, the Group has the following transactions with related parties:
Income Expenses Receivables Payables
2022 2021 2022 2021 2022 2021 2022 2021
Joint venture companies
Normand Installer SA - - - - 56,141 47,506 - -
Other related parties
Ivan Eiendom - - 11,684 11,975 - - - -
Ocean Yield - - 50,205 44,625 - - - -
American Shipping Company - - 77,772 - - - 75,957 -
The Group’s Affiliation with Related Parties
Normand Installer SA is a joint venture company in which the Group has a 50% share. Receivable relates to a shareholders loan.
The Group leases offices and a warehose at market price from om a company controlled by a related party.
The Group has two vessels on bareboat from Ocean Yield (company controlled by one of the larger shareholders). (Aker
Capital AS, a wholly owned subsidiary of Aker ASA, sold it’s entire shareholding in Ocean Yield in December 2021).
The Group also has one vessel on bareboat from American Shipping Company (“AMSC”)
(company owned 19.1 percent by one of the larger shareholders).
From time to time the Group has business relationship with Aker BP ASA, a company affiliated with one of the larger shareholders.
Board Members and the Company’s Management are considered as related parties. There are no
management agreements with related parties outside the Group that charge management fees.
Transactions with related parties are completed at normal market prices. Interests are not calculated
on outstanding balances with related parties considered to be normal accounts receivable or
payable. Current assets are included in the ordinary evaluation of bad debt.
Note 16 - Earnings Per Share
Earnings per share are calculated by dividing the Group result by the average number of shares as of 31.12,
adjusted for the average stock of treasury shares. There are no instruments limiting the possibility of dilution.
2022 2021
Majority result from net profit for the year -1,113,016 -1,102,449
Result from net profit for the year -1,117,803 -1,136,062
Average number of shares 76,935,022 75,106,684
Average number of Treasury shares 139 139
Average number of shares to calculate earnings per share 76,934,883 75,106,545
Earnings per share (NOK) - majority -14.47 -14.68
Earnings per share (NOK)
-14.53 -15.13
Note 18 - Taxes
2022 2021
Taxes payable 56,896 24,424
Under/over accrual of tax payable 37,637 1,241
Change in deferred taxes 10,146 -
Tax on ordinary result 104,679 25,665
Apportionment of tax on ordinary result
Norwegian tax 10,146 -89
Foreign 94,533 25,854
Total tax 104,679 25,665
Temporary differences:
Fixed assets (vessels and other non-current assets) 5,205,848 2,903,778
Receivables (current assets) -31,144 -29,140
Other current assets - -106,444
Other accruals -22,790 -22,680
Pension -20,381 -25,864
Tax position related to sold assets -718,640 -555,297
Interest deductions carried forward -1,338,246 -2,109,997
Unrecovered loss carried forward -21,100,343 -17,448,411
Total temporary differences -18,025,696 -17,394,055
Tax effect of temporary differences:
Fixed assets (vessels and other non-current assets) 1,145, 287 638,831
Receivables (current assets) -6,852 - 6,411
Other current assets - -23,418
Other accruals -5,014 -4,990
Pension -4,484 -5,690
Tax position related to sold assets -158,101 -122,165
Interest deductions carried forward -294,414 - 464,199
Unrecovered loss carried forward -4,642,075 -3,838,650
Deferred tax asset not recognised 3,961,302 3,812,195
Net deferred tax/ deferred tax asset (-) -4,351 -14,497
Changes in deferred tax in the balance sheet
Opening balance deferred tax -14,497 -5,581
Booked to profit and loss 10,146 -
Charged to equity (change pension) - -8,932
Translation adjustment - 16
End balance deferred tax/ deferred tax asset (-) -4,351 -14,497
Payable tax in the balance sheet consist of
Other payable corporation tax 228,409 176,767
Total payable tax in the balance sheet 228,409 176,767
Analysis of effective tax rate
22% of pre-tax result -222,887 -244,287
Effect of deferred tax asset not recognised 149,107 211,889
Correction of previous years 37,637 1,241
Differential in tax rates foreign entities -1,094 5,249
Permanent differences 141,916 51,574
Estimated tax 104,679 25,665
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Deferred tax asset is based on a tax rate of 22%.
Deferred tax on deviating values in associated companies with foreign partnerships has been included in the Group
accounts. Further, deferred tax is calculated on scenarios where a future realization will lead to a tax liability.
Deferred tax assets from losses carried forward are recognized under the assumption that companies
under the ordinary tax regime will have taxable income in the future. This taxable income is related
to ordinary income, gain from sale of fixed assets and taxable financial income.
The Group has an international business. The taxable treatment of transactions, operations and structures
in foreign countries may be challenged by local tax authorities, and may result in future tax obligations.
Contingent liabilities are recognized in the accounts if they are more likely than not to occur. At the end of
the year the Group has included an MNOK 199 accural for expected taxes related to operations in foreign
waters. The accounts reflect the Groups best estimate for contingent liabilities at the end of the year.
Exit from the Norwegian tonnage tax regime was performed in 2020. The exit had effect from January 1st, 2016.
An unrecorded loss carry forward of NOK 10 billion was claimed for the period from 2016 to 2018.
Note 19 - Pension
The Group has defined benefit pension plans for seafaring personnel in United Kingdom and for
some of the administrative personnel in Norway. The pension plans are insurance based. As at
December 31, 2022, the pension plans have 7 active and 98 pensioners as members.
The Group has a contribution plan for the majority of the seafaring personnel in Norway and administrative staff.
The Group’s pension scheme meets the requirements of the Norwegian law of Occupational pension.
The following assumptions are used:
UK
2022
UK
2021
NORWAY
2022
NORWAY
2021
Discounted interest 4.85% 1.90% 3.00% 1.90%
Expected return 3.00% 1.90%
Regulation of salaries 3.45% 3.70% 3.50% 2.75%
Regulation of base amount 3.25% 2.50%
Regulation of pension 2.85% 3.00% 2.00% 2.50%
Changes in pension obligation:
2022 2021
Estimated liability at beginning of the year 252,393 256,580
Interest expense 4,567 1,548
Annual pension earnings 1,464 3,306
Curtailment / settlement - -
Payroll tax employer contribution, assets -709 -613
Benefits paid -13,823 -13,014
Past service cost 877 -
Actuarial (gain) / loss on the obligation -31,416 4,586
Estimated liability at year end 213,354 252,393
Changes in plan assets:
Opening value of plan assets 226,529 231,565
Expected return 3,779 2,611
Curtailment / settlement - -
Payroll tax of employer contribution, assets -156 -149
Contributions by employer 5,026 4,344
Benefits paid -11,629 -11,219
Actuarial gain / (loss) -30,576 -623
Estimated plan assets at year end 192,973 226,529
Net plan assets/liabilities:
2022 2021
Pension liabilities 213,354 252,393
Plan assets 192,973 226,529
Net plan assets/ (liabilities) incl social security -20,381 -25,864
Social security -2,519 -3,196
Pension cost:
Present value of pension obligation 1,014 1,132
Interest expenses on obligation 4,567 3,306
Expected return on plan assets -3,779 -2,611
Administration expense 607 565
Recognition of past service cost 877 -
Settlement/curtailmen of net obligation - -
Pension cost 3,286 2,392
Payment on contribution plan 46,581 38,627
Total pension cost 49,867 41,018
Actual return on plan assets 26,797 1,988
Acturial gain and loss (-)
Total acturial gain / loss 840 -5,209
Currency - -
Tax effect 107 1,237
Acturial gain / loss booked on Other comprehensive income 947 -3,971
Pension liability for 2022 and 2021 is based on table K2013 for Norway and S2IA for UK.
Individual pension agreements
From the merger with Farstad the Group has an individual pension obligation for
four former employees and one former Chairman of the Board.
A total liability of NOK 2.1 million is included in the net liability above (NOK 4.3 million in 2021).
Plan assets are invested in a wide portfolio by an external insurance company. The insurance
company is responsible for total administration of the pension plan.
For both years the “Norwegian Covered Bonds Market”-interest rate is used as basis for determination of the discounting rate.
Note 20 - Bank Deposits
The Group’s tied deposits total NOK 37.0 million (NOK 38.8 million in 2021) of which all is employee tax withheld.
As part of the restructuring of the Group’s debt effective from October 20th, 2020, the total bank deposits are pledged.
As a part of the refinancing a MNOK 1,500 Super Senior Credit Facility (SSCF) was made available for the Group.
Per December 31, 2022 deposit amount was MNOK 1,494. (MNOK 1,494 in 2021). The SSCF is classified as an
ordinary bank deposit. The SSCF can only be utillized if Group’s available cash is less than MNOK 600.
The Group can not be in any event of continuing default before, or as a result of, any use of the funds under the SSCF.
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Note 21 - Environmental Conditions
All of the company’s vessels comply with current environmental requirements. In 2022, none of the company’s vessels had conditions
imposed on them for upgrading or improving technical equipment or any other measures necessary to satisfy current environmental
standards.
The company’s HSE and ISPS system complies with international regulations (IMO’s International Safety Management Code).
All vessels and our administration hold ISM certification from Det Norske Veritas or relevant Flag State. The company’s Quality
Assurance system is certified in accordance to NS-EN ISO 9001:2000.
Reference is made to note 2.
Note 22 - Paid Out and Proposed Dividend
2022 2021 2020
Approved and paid out during the year:
Ordinary dividend - - -
Proposed dividend at general meeting:
Ordinary dividend - - -
Per share (NOK) - - -
Note 23 - Other Long-Term Receivables
2022 2021
Sellers credit (note 5) 29,572 26,458
Loan to other companies 536 718
Other receivables 27,429 29,284
Total other long-term assets 57,536 56,460
Other receivables consist of advance travel card deposits and deposits for public taxes.
Note 24 - Accounts Receivable and
Other Short-Term Receivables
2022 2021
Accounts receivable 1,228,901 815,182
Receivable from associated and joint venture companies 3,586 1,564
Total accounts receivable 1,232,487 816,745
Prepaid expenses 143,611 47,348
Earned, not invoiced revenues 153,347 89,192
VAT/ WHT receivable 19,946 64,450
Project cost for amortizing 70,477 -
Other short-term receivables 310,759 220,104
Receivable from associated and joint venture companies - -
Total short-term receivables 698,141 421,094
Other short-term receivables are mainly refundable insurance claims, government grants and prepaid docking expenses.
Note 25 - Inventory
2022 2021
Bunkers 104,426 84,128
Lube oil 40,638 33,312
Other 83,133 55,600
Total inventory 228,197 173,041
Note 26 - Other Current Liabilities
2022 2021
Accrued salaries, related taxes and VAT payable 293,720 249,277
Other current liabilities 205,333 113,363
Total short-term liabilities 499,053 362,640
Other current liabilities consist mainly of incurred operational expenses and performed
planned periodicmaintenance not yet invoiced at year end.
Note 27 - Contingent Liabilities, Assets and Provisions
Tax Claims in Brazil:
Chartering of non-Brazilian built tonnage in Brazil require application for tax exemption for temporary importation of vessels and
spare parts through Brazilian oil and gas tax regime (REPETRO). There are several cases where Brazilian Tax Authorities claim to
have identified procedural error, and where large fines are imposed.
The Company’s subsidiaries in Brazil; Farstad Shipping Ltda., Deep Sea Supply Navegacão Marítima Ltda. and Solstad Offshore
Ltda. have all received claims ralated to importation of vessels and spare parts during the period 2008-2018. The claims relates to
customs duties, notices of infringement and fines. The claims are annually adjusted according to market interest rate.
All claims are handled by the Company’s lawyers in Brazil. The majority of the claims are rejected and chances to succeed are
considered high. Although most claims are rejected, they represent liabilities which, in Management’s assessment, can lead to
release of financial resources in the future, or may need a legal deposit if the case goes to Judicial level. Management also believes
some liabilities can be measured and estimated realiably.
The total potential claim amounts to approximately MNOK 290 (MNOK 220). The increase in 2022 is due to currency MNOK 40 and
interest and surcharges MNOK 30. Based on an individual assessment of each case the Group’s total recognized accrual is MNOK
15.9 (MNOK 13.3 in 2021). Legal fees are expensed as incurred.
Reference is made to note 6 regarding information about Normand Maximus.
Stock consists of provisions, bunkers and lube oil on the Group’s vessels:
Other stock is mainly critical spare parts and dry docking work-in-progress.
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Note 28 - Deferred Income and Excess Value Contracts
Excess Values Contracts
As a part of the purchase price allocation from the mergers of Rem Offshore, Farstad Shipping and Deep Sea Supply,
long-term charter contracts with excess values, contracted versus current market day rates, were identified. The excess
values are classified as intangble fixed assets, and are amortised over the remaining duration of each charter contract.
2022 2021
Book value as per 01.01. - 7,499
Amortised - -7,499
Book value as per 31.12. - -
Note 29 - Subsequent Events
• The Group has signed an agreement with U.S. based Tidewater Inc., dated 7th March 2023, for the sale of 37
Platform Supply Vessels for a total amount of USD 577 mill. Expected closing of the transaction is in 2Q2023.
The divestment reflects an exit from the PSV business line segment, in which is both capital intensive and is
operating at the lowest margins (mainly logistics/freight operations within oil & gas sector). The rationale is a
strategic repositioning of the Group as one of the main global owner and operator of high-end tonnage of AHTS
and Subsea vessels, in which is essential to realize the energy transition. Additionally, the transaction will
substantially reduce the Group’s debt and thereby strengthen Solstad’s financial position. The effect is reduction
of the Group’s debt by approximately NOK 6 billion, compared to approximately NOK 21 billion of the Group’s
consolidated net interest-bearing debt, thus considerably strengthens Solstad’s balance sheet, debt service
ability and liquidity position.The divestment also enables Solstad to increase its presence in the renewable energy
segment, and expand its service offering, including ROV services, tooling and project support, in cooperation with
strategic partners. Furthermore, exiting the PSV segment will significantly reduce Solstad’s capex program.
• The Group has sold the CSV Normand Jarl in February 2023. The sale has resulted in a gain of approximately MNOK 450.
• The Group has since October 2020 chartered the vessels “Far Senator” and “Normand Statesman” on
bareboat terms. Ocean Yield ASA has exercised its right under the bareboat charters to have the vessels
redelivered. The vessels will thus be redelivered to their owner at the end of their current commitments.
In addition to reporting measures required under IFRS, the Company also use the following
alternative performance measures in the interim- and annual reports
Operating margin - Operating result before depreciation and impairment in percentages of total operating income
EBITDA - Operating result before depreciation and impairment adjusted for excess
values charter parties from mergers and operating leases
Adjusted EBITDA - Operating result before depreciation and impairment adjusted excess values
charter parties from mergers, operating leases and other non-cash related items
Adjusted Operating result before depreciations - Operating result before depreciation and impairment
adjusted excess values charter parties from mergers, operating leases and net result from Joint Ventures
Earning on equity - Result before tax, in percentage of average equity, including minority interests
Earning on capital employed - Operating result plus interest income and result from associated
company divided by average book shareholders’ equity and interest-bearing debt
Current ratio - Current assets divided by current liabilities
Equity ratio - Booked equity including minority interests in percentage of total assets
Earnings per share - Result for the period for the Group divided by weighted average
number of shares for the reporting period, adjusted for treasury shares
Comprehensive income per share - Comprehensive income for the period for the Group divided by
weighted average number of shares at the end of the reporting period, adjusted for treasury shares
Equity per share - Shareholders’ equity divided by outstanding number of shares at the end of the reporting period
Working capital - Current assets less current liabilities, including current portion of long-term debt
Interest-bearing debt - Current and long-term interest-bearing liabilities
Net interest-bearing debt - Interest-bearing liabilities less bank deposits
B2B - Book to bill, backlog less billed in period
Alternative Performance Measurements Definitions
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90
Corporate
Accounts
for Solstad
Offshore ASA
Parent Company (NOK 1,000)
PROFIT OR LOSS ACCOUNT 2022
01.01-31.12
2021
01.01-31.12
Note
Other operating income 12 912 12 951
Total operating income 12 912 12 951
Personnel costs -3 115 -2 212 4
Other operating expenses -8 763 -10 523 4
Total operating expenses -11 878 -12 735
Operating result 1 034 216
Other interest income 6
Other financial income 257 680 97 948 5
Other interest charges - -
Other financial charges -7 145 -6 351 5,7
Net financial items 250 540 91 598
Ordinary result before taxes 251 574 91 813
Tax on ordinary result - - 8
Net result for the year 251 574 91 813
Transfer and disposable income
Transfer to/from other equity 251 574 91 813 9
Total transfer and disposable income 251 574 91 813
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92
Balance
Sheet
Parent Company (NOK 1,000)
2022
31.12
2021
31.12
Note
ASSETS
FIXED ASSETS
FINANCIAL FIXED ASSETS:
Investment in subsidaries 830 082 575 228 6
TOTAL FINANCIAL FIXED ASSETS 830 082 575 228
TOTAL FIXED ASSETS
830 082 575 228
CURRENT ASSETS
RECEIVABLES:
Other short-term receivables 36 633 40 033 7
Total receivables 36 633 40 033
Bank deposits and cash equivalents 719 379
TOTAL CURRENT ASSETS
37 352 40 412
TOTAL ASSETS
867 434 615 640
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94
Balance
Sheet
Parent Company (NOK 1,000)
2022
31.12
2021
31.12
Note
EQUITY & LIABILITIES:
EQUITY
RESTRICTED EQUITY:
Share capital (75,608,658 a 1,-) 77 309 75 609
Shared premium 180 387 176 927
TOTAL RESTRICTED EQUITY 257 696 252 536 9
EARNED EQUITY:
Other equity 420 993 169 420 11
TOTAL EARNED EQUITY 420 993 169 420
TOTAL EQUITY
678 689 421 956 9
LIABILITIES
OTHER LONG-TERM LIABILITIES:
Other long-term liabilities 1 046 1 917 13
TOTAL LONG-TERM LIABILITIES 1 046 1 917
CURRENT LIABILITIES:
Accounts payable 185 210 189 245 7
Other current liabilities 2 489 2 524
Total current liabilities 187 699 191 768
TOTAL CURRENT LIABILITIES
188 745 193 685
TOTAL EUQUITY AND LIABILITIES
867 434 615 640
Board of Director in Solstad Offshore ASA
Skudeneshavn Mars 30, 2023
Harald Espedal
Chairman
Thorhild Widvey
Director
Ellen Solstad
Director
Ingrid Kylstad
Director
Peder Sortland
Director
Frank O. Reite
Director
Lars Peder Solstad
CEO
Solstad Offshore ASA | Annual Report 2022
Contents
Annual Report 2022
96
Statement
of Cash Flow
Parent Company (NOK 1,000)
2022
31.12
2021
31.12
CASH FLOW FROM OPERATIONS
Profit / loss before taxes 251 574 91 813
Impariment of financial assets - -
Interest income -6 -
Interest expense - -
Non-cash refinance effects -250 565 -116 347
Unrealised currency gain/ -loss - -
Change in short-term receivables and payables -4 035 228
Change in other accruals 3 366 18 126
Net cash flow from operations 334 -6 179
CASH FLOW FROM INVESTMENTS
Investments in shares - -
Pamynet of long-term receivables - -
Deposal of shares - -
Net cash flow from investments
- -
CASH FLOW FROM FINANCING
Paid-in capital - -
Interest reiveiced 6 -
Interest paid - -
New / repayment of (-) long-term debt - -
Net cash flow from financing 6 -
Net change in cash and cash equivalents 340 -6 179
Cash and cash equivalents at 01.01 379 6 558
Cash and cash equivalents at 31.12 719 379
Solstad Offshore ASA | Annual Report 202298
Contents
Annual Report 2022
Notes
Notes to the Parent Company
Financial Statements
(NOK 1,000)
General
The annual accounts have been prepared in accordance with
the Accounting Act and best practice accounting principles
in Norway. The most important accounting principles are
described below.
Use of estimates
In the preparation of the accounts, estimates and assumptions
are used which affect the accounts. Actual figures may differ
slightly from the estimates.
Foreign currency
Monetary items in foreign currency are converted at the
exchange rate at the balance sheet date.
The following exchange rates have been used in the accounts:
GBP USD EUR
Per 31.12.22 11.854 9.857 10.513
Per 31.12.21 11.888 8.819 9.989
Cost of borrowing
The cost of borrowing is capitalized at the time of borrowing
and the cost is charged over the maturity period of the loan.
Evaluation and presentation of current assets stocks are valued
as the lowest of either the acquisition or the estimated sales
value. Receivables are ecorded at face value with deduction for
anticipated loss.
Financial fixed assets
Long-term investment in shares and other investments are
valued at the lowest of either the acquisition cost or the estimated
sales value if the reduction in the sales value is not considered
temporary.
Taxes / Deferred tax
Deferred tax/ deferred tax assets are calculated, using the
liability method, at 22% based on temporary differences
between the accounting and tax-related values existing at the
end of the financial year and any tax deficits are carried forward.
Temporary tax increases and decreases are recorded in the
balance sheet as net figures.
Classification of items in the accounts
Assets determined for long-term ownership or use and
receivables which are due more than one year after the expiry
of the financial year are recorded as fixed assets. Any remaining
assets are classified as current assets. Liability which is due
more than one year after the expiry of the financial year is
recorded as long-term debt.
Contingencies
Contingent losses that are probable and quantifiable are
recorded to the accounts, whilst contingent gain/income is not.
Shares and holdings in other companies
Short-term investments related to shares are not treated as a
trading portfolio and are valued at the lowest of cost price and
market value.
Shares in subsidiaries, associated companies and
jointly-owned companies
Shares in subsidiaries, associated and jointly-owned companies
are recorded in the parent company accounts at cost and written
down to the extent that there is a significant deficit value which is
not considered temporary.
Treasury shares
Treasury shares are recorded as a nominal value under the item
“share capital”. The difference between nominal and acquisition
cost is entered as “other equity”.
Cash flow
The Group applies the indirect method. Investment in shares
and other liquid assets with maturity over three months are not
included under cash equivalents.
Note 1 - Accounting Principles
Note 2 - Major Transactions/Events
Reference is made to Note 2 in the Annual Report for further information.
Note 3 - Financial Risk
The company is exposed to various financial risks in its activities. Financial risk is the risk incurred from any changes in currency and
interest rates together with counter parties ability to pay, and which impacts the value of the company’s assets, liabilities and future
cash flows.
Solstad Offshore ASA | Annual Report 2022100
Contents
Annual Report 2022
Note 4 - Other Expenses, Wages, Employees
and Distinctive Contributions
2022 2021
Wages and director fee 2 579 1,894
Employer’s National Insurance 351 311
Pension costs
Other benefits 1 2
Travelling costs, courses and other personnel costs 184 5
Total employee cost 3 114 2,212
Average number of FTEs 0 0
Renumeration to Directors, Managing director and Auditors
Auditors EY
2022 2021
Statutory audit 2,132 4,894
Other assurance services 927 -
Other non-audit services 627 6,285
Total 3,686 11,179
Audit fees relates to statutory audit of accounts. Other assurance services relates to services required by law. Other
non-audit services are fee for compliance services and restructuring process. Amounts are exclusive VAT.
There are no distinctive agreements regarding remuneration for the Chairman of the Board and
nor are there any distinctive bonus or option programmes for any Board Member.
Note 5 - Financial Items
Other financial income of MNOK 251 (MNOK 98) relates to convertion of debt to equity.
Other financial costs of MNOK 7 realtes to impairment of shares in subsidiary. Coparable figures for 2021 of MNOK 6 relates
to loss on receivables converted to shares in subsidiaries.
The Company had no employees in 2022 and 2021.
Board of Directors fee:
2022 2021
Harald Espedal 592 600
Frank O. Reite 419 406
Ellen Solstad 309 196
Peder Sortland 441 246
Ingrid Kylstad 392 246
Thorhild Widvey 260 196
Merete Haugli (until Q2 2020) 104
Anders Onarheim 25
Toril Eidesvik (until Q2 2020) 138
Note 6 - Shares in Subsidiaries
31.12.2022 Place of business
Owner- /
voting shares
Number of
shares
Nominal
value
Share
capital
Cost price /
book value
Solstad Shipholding AS Skudeneshavn 100 % 30 000 10 300 830 052
Solstad Ålesund AS Skudeneshavn 100 % 30 000 1 30 -
Solship Invest 3 AS Skudeneshavn 100 % 30 000 1 30 -
Solship AS Skudeneshavn 100 % 30 000 1 30 30
Total 830 082
The investment in Solstad Shipholding AS increased by MNOK 255 from convertion of debt to equity.
The investment in Solship Invest 3 AS was increased by MNOK 7 from convertion of debt to equity.
The investment in Solship Invest 3 AS was written down by MNOK 7 in 2022.
Note 7 - Inter Company Group
Solstad Offshore ASA had the following debt to companies in the Group:
31.12.2022 31.12.2021 Interest
Solstad Shipholding AS 36 633 40 033
Solstad Rederi AS
Other current assets 36 633 40 033
Solstad Shipping AS 113 251 117 281
Solstad Australia Pty Ltd 225 229
Solstad Management AS 29 750 29 750
Normand Drift AS 41 984 41 984
Account payable 185 210 189 245
31.12.2021 Place of business
Owner- /
voting shares
Number of
shares
Nominal
value
Share
capital
Cost price /
book value
Solstad Shipholding AS Skudeneshavn 100 % 30,000 6,66 200 575,198
Solship Invest 1 AS Skudeneshavn 100 % 30,000 1 30 -
Solship Invest 3 AS Skudeneshavn 100 % 30,000 1 30 -
Solstad Ålesund AS Skudeneshavn 100 % 30,000 1 30 -
Solship AS Skudeneshavn 100 % 30,000 1 30 30
Total 575,228
The investment in Solstad Shipholding AS increased by MNOK 118 from convertion of debt to equity.
Solstad Offshore ASA | Annual Report 2022102
Contents
Annual Report 2022
2022 2021
Taxable income
Result before tax 251,574 91,813
Changes in tempoary diferrences - -
Permanent differences -243,450 -91,593
Gain sale of shares - -1
Transferred to/from loss carry forward - 8,124 -219
Taxable income - -
Change in deferred taxes - -
Tax on ordinary result - -
Short-term receivables -2,000 -2,000
Unrecovered interest carried forward - -
Unrecovered loss carried forward -1,791,621 -1,799,745
Total temporart differences -1,793,621 -1,801,745
Calculated deferred tax asset 394,597 396,384
Unrecognized part of deferred tax asset -394,597 -396,384
Booked deferred tax asset - -
Analysis of effective tax rate:
22 % of Profit before Tax 55,346 20,199
Tax effect of dividends and gain/loss sale of shares -324,778 -
Deferred tax asset not recognised -322,991 -48
Tax effect of permanent differences -53,559 -20,151
Estimated tax - -
Note 8 - Taxes
Provisions for deferred tax are posted for accounting position where a future realization will result in payable taxes.
Note 9 - Equity, Shareholders and Treasury Shares
Share capital
Share
premium Other equity Total equity
Equity 31.12.2021 75,609 176,927 169,420 421,956
Share capital increase by
conversion of debt 1,700 3,460 - 5,160
Annual result - - 251,574 251,574
Equity 31.12.2022 77,309 180,387 420,993 678,689
At 31.12.22 the Company’s share capital represents 77,308,609 shares at NOK 1.
At 31.12.21 the Company’s share capital represents 75,609,658 shares at NOK 1.
The number of shareholders at 31.12.22 was 10,919 (7,248 at 31.12.21).
Number of shares Ownership
Aker Capital AS 19,206,002 24.84 %
DNB Markets 7,379,541 9.55 %
Interactive Brokers LLC 4,550,647 5.89 %
Skandinaviska Enskilda Banken AB 3,750,000 4.85 %
Jarsteinen AS 3,197,779 4.14 %
Hystad 1,235,000 1.60 %
The Export-Import Bank of China 1,139,842 1.47 %
Nordnet Livsforsikring AS 1,057,775 1.37 %
Sparebanken Møre 978,598 1.27 %
Østdahl 788,526 1.02 %
43,283,710 55.99 %
Shareholders with more than 1 % holding at 31.12.2022
Number of shares
Harald Espedal 656,687
Frank Ove Reite -
Ellen Solstad
-*
Thorhild Widvey -
Ingrid Kylstad -
Peder Sortland -
In accordance with the definition in corporate law, the Directors had the following holdings at 31.12.2022
*Shares held through Jarsteinen AS, which is a company owned by an investment company of CEO Lars Peder Solstad (60% ownership) and an
investment company of Ellen Solstad (20% ownership).
The Chief Executive Officer holds 3,197,779 shares at 31.12.2022 through Jarsteinen AS in addition to a right to subscribe 5,038,187
shares in the Company with a nominal value of NOK 1 per share. The subscription right expires 20.10.2023.
Fausken Invest AS, a company controlled by Frank O. Reite has entered into a put/call agreement with Aker Capital AS for a total of
356,509 shares in SOFF. Fausken Invest AS does not own shares directly.
Per 31.12.2022 the company holds 124 treasury shares at a cost price of MNOK 9.6.
Per 31.12.2021 the company holds 124 treasury shares at a cost price of MNOK 9.6.
Note 10 - Earnings Per Share
In 2022, earnings per share were NOK 3.27. The equivalent value in 2021 was NOK 1.22. Earnings per share is calculated by dividing
the company’s result by the average number of shares, adjusted for the stock of treasury shares. There are no instruments that
prevents the possibility of dilution.
Note 11 - Transactions with Related Parties
Related parties are considered to be Board Members (including associated companies) and the company management.
There are no management agreements with related parties outside the Group that charge management fees.
Note 12 - Guarantees
Solstad Offshore ASA has issued a Parent Company Guarantee of MNOK 20,454.
Solstad Offshore ASA | Annual Report 2022104
Contents
Annual Report 2022
Note 13 - Other Long-Term Liabilities
As part of the refinancing in 2020 Aker, Hemen and Jarsteinen issued convertible loans as an instrument to avoid dilution.
31.12.2022 31.12.2021
Aker Capital AS 882,693 1,244,782
Hemen Holding Ltd - 441,367
Jarsteinen AS 163,439 230,484
1,046,132 1,916,633
Note 14 - Other Long-Term Liabilities
The Group utilizes the indirect method. Investment in stocks and shares with a maturity of more than three months are not included
in the cash equivalents.
Solstad Offshore ASA | Annual Report 2022106
Contents
Annual Report 2022
Solstad’s Global Footprint
South Americas
(Brazil & Argentina)
5 AHTS | 5 PSV | 7 CSV
Oil & Gas
Americas
(USA, Mexico, Gulf)
2 AHTS | 1 CSV
Oil & Gas
Macaé
Brazil
Rio de Janeiro
Brazil
Offices
Aberdeen
United Kingdom
Asia Pacific
3 PSV | 1 CSV
Oil & Gas
Europe
4 AHTS | 26 PSV | 13 CSV
Oil & Gas, Renewable Energy, Cable
Asia Pacific
4 AHTS | 5 PSV | 4 CSV
Oil & Gas, Renewable Energy, Cable
Ålesund
Norway
Skudeneshavn
Norway
Odessa
Ukraine
Perth
Australia
Singapore
Singapore
Manila
Philippines
Limassol
Cyprus
Solstad Offshore ASA
Nesavegen 39
4280 Skudeneshavn
Norway
Postal address:
P.O. Box 13
4297 Skudeneshavn
Norway
Telephone: +47 52 85 65 00
Email: contact@solstad.com
www.solstad.com
Statsautoriserte revisorer
Ernst & Young AS
Thormøhlens gate 53 D, 5006 Bergen
Postboks 6163, 5892 Bergen
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
2
Basis for the key audit matter
The current market shows improved commercial
terms, especially in the CSV/renewable segment,
but at the same time high inflation rates give
increased cost levels.
Management identified indicators of changes in
vessel values and tested recoverable amounts of
the Group’s vessels (includes right of use assets
vessels). Each individual vessel was assessed as
a separate cash generating unit, and
management estimated recoverable amounts by
comparing the carrying amount to the highest of
fair value less costs of disposal and value in use.
For a majority of the CSV and AHTS vessels,
value in use was the basis for the recoverable
amount. Following the agreement for sale of the
majority of the PSV fleet in 2023, the recoverable
amount for these vessels were calculated at
estimated fair market value less cost to sell. As
per 31 December 2022 three vessels (a CSV,
PSV and AHTS) were classified as held for sale
and recognized at the agreed amount less cost to
sell.
As per 31 December 2022 book value of the
Group’s vessels amounted to NOK 20 763,7
million, representing 80% of the Group’s total
assets. The Group recognized impairment of NOK
620 million and reversal of NOK 1 217 million
related to owned vessels. Furthermore, an
impairment of NOK 33 million related to right of
use asset vessel was recognized.
When estimating value in use, management
applied budget and long-term strategic plans
approved by the Board of Directors, including
assumptions regarding future market and
economic conditions. Key estimates for the value
in use calculation were future day rates, utilization
rates, and discount rate.
Considering the extent of estimates and
assumptions applied in the impairment evaluation,
Our audit response
Our audit procedures related to value in use
included, among others, an evaluation of the cash
flows through comparing assumptions for revenue
projections to budget and strategic plans
approved by the Board of Directors, current
contracts, and market analysis from third-party.
For operating expenditures, we compared the
estimates to approved budgets, historical data
and external long-term forecasts. We performed
an assessment of the reliability of management’s
forecast through a review of actual performance
against previous forecasts and the consistence of
valuation methodology applied.
We involved an internal valuation specialist in
testing of the mathematical accuracy of the value
in use calculation, in the assessment of the model
and the discount rate applied. With support from
our internal valuation specialist, we performed
sensitivity analysis of management’s
assumptions. Furthermore, we compared
management’s value in use calculations with third-
party broker valuation reports obtained by
management.
We refer to note 2 Accounting estimates and
assessments, note 7 Tangible fixed assets and
note 8 Right of use assets
3
and management’s involvement and significant
judgement in establishing them, we assess
impairment evaluation of vessels as a key audit
matter.
Basis for the key audit matter
Solstad Group has since 2016 rented CSV
Normand Maximus on a bareboat charter contract
from vessel owner (lessor). Related right of use
asset and lease liability are material parts of the
group’s total assets and liabilities. In May 2022
the lessor sold CSV Normand Maximus and the
lessor and Solstad Group entered an agreement
related to outstanding liabilities under the
bareboat charter contract (“residual claim"). As
part of the sale of CSV Normand Maximus, the
new vessel owner and Solstad Group signed a
bareboat charter contract and Solstad Group
maintained operational control of the vessel.
Management assessed the accounting impacts
for Solstad Group of the changes to the lease
arrangement for CSV Normand Maximus and
concluded it was to be accounted for as a
modification of a lease contract. Key judgements
were related to the substance in the arrangement,
amongst others whether related contracts were
negotiated in contemplation of each other such
that the overall economic effect cannot be
understood without reference to the series of
transactions.
Considering the complexity, judgement and
assumptions applied by management in the
accounting assessment of the lease changes,
together with its impact on the group’s statement
of comprehensive income and statement of
financial position, we evaluated the assessment of
whether this was a lease modification or separate
leases as a key audit matter.
Our audit response
We assessed management’s evaluation of
substance in the lease arrangement and
accounting principles applied. As part of this we
inspected related contracts and we performed
inquiries to management and its external lawyer.
We inspected Solstad Group’s board documents
and minutes from board meetings. We refer to
note 2,6 and 8 of the consolidated financial
statements.
4
5
6
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