▲ hide
 

Print Download as PDF Balance Sheet

Consolidated Accounts

NOTE
(NOK 1 000)
2009
2008
ASSETS
Non-current assets
Intangible assets
190 543
198 074
Deferred tax asset
157
59 759
Aircraft, parts and installations on leased aircraft
974 892
523 676
Equipment and fixtures
30 905
31 014
Buildings
3 933
3 933
Financial lease asset
26 092
Financial assets available for sale
7 236
5 628
Investment in associate
47 943
44 743
Prepayment Boeing contract
1 410 992
705 165
Other receivables
26 391
32 404
Total non-current assets
2 719 084
1 604 395
Current assets
Inventory
40 825
34 214
Trade and other receivables
829 893
914 379
Derivative financial instrument
23 688
18 360
Cash and cash equivalents
1 408 475
607 536
Total current assets
2 302 881
1 574 489
TOTAL ASSETS
5 021 965
3 178 884
NOTE
(NOK 1 000)
2009
2008
EQUITY AND LIABILITIES
Equity
Share capital
3 421
3 236
Share premium
1 041 894
789 130
Other paid-in equity
47 421
38 984
Other reserves
-11 032
-7 633
Retained earnings
519 902
73 650
Total equity
1 601 607
897 368
Non-current liabilities
Pension obligation
97 558
61 815
Provision for periodic maintenance
70 336
114 090
Deferred tax
17 806
9 695
Borrowings
878 878
440 873
Financial lease liability
28 829
0
Total non-current liabilities
1 093 407
626 474
Short term liabilities
Short term part of borrowings
675 303
257 456
Trade and other payables
746 549
694 832
Air traffic settlement liabilities
792 713
598 162
Derivative financial instrument
1 227
104 325
Tax payable
111 158
267
Total short term liabilities
2 326 951
1 655 042
Total liabilities
3 420 357
2 281 515
TOTAL EQUITY AND LIABILITIES
5 021 965
3 178 884
The notes are an integral part of these consolidated financial statements.
Fornebu,24 March 2010
Bjørn H. Kise
Bjørn Kjos
(Managing Director)
Ola Krohn-Fagervoll
Marianne Wergeland Jenssen
Liv Berstad
Kenneth Utsikt
(employee representative)
Linda Olsen
Thor Esepen Bråten
(Employee Representative)
(employee representative)
Note 1
Summary of significant accounting policies
1.1 General information
Norwegian Air Shuttle ASA and its subsidiaries (together ‘the Group’) is a low-fare airline incorporated in Norway and headquartered at Fornebu outside of Oslo. Norwegian Air Shuttle ASA is a public limited liability company and listed on the Oslo Stock Exchange.
The consolidated financial statements of Norwegian Air Shuttle ASA for the year ended 31 December 2009 were authorized for issue by the Board of Directors on 24 March 2010.
1.2 Basis of preparation
The consolidated financial statements of Norwegian Air Shuttle ASA have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
In order to prepare financial statements in conformity with IFRS, it is necessary to use certain critical accounting estimates. It also requires management to exercise its judgment when applying the Group’s accounting policies. The areas which implicate a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in paragraph 1.5.
1.2.1 Changes in accounting policy and disclosures
Standards, amendments and interpretations
The Group has adopted the following new standards, amendments and interpretations effective from 1 January 2009;
- IFRS 2, Share-based payments (amendment)
- IFRS 7, Financial instruments – disclosures (amendment)
- IFRS 8, Operating segments
- IAS 1, Financial instruments (revised)
- IAS 23, Borrowing costs (revised)
IFRS 7 requires additional disclosures but it has no impact on the financial position or the Group's performance. A statement of comprehensive income has been added to the financial statements, as a result of implementing IAS 1. IFRS 8 defines operating segments and resulted in reassessment of segment reporting. Accordingly, the Group is defined as one segment. The implementation of IFRS 2 and IAS 23 have not had any impact on the Group's financial statements as similar principles are applied under previous standards.
The following standards, amendments and interpretations are not effective at 31 December 2009 and have not been early adopted by the Group;
Effective for periods beginning on or after
- IFRS 2, Scope of IFRS 2 and IFRS 3 (revised)
1 July 2009
- IFRS 2, Group cash-settled and share-based payments transactions (amendment)
1 January 2010
- IFRS 3, Business combinations (revised)
1 July 2009
- IFRS 5, Measurement of non current assets classified as held-for-sale (amendment)
1 January 2010
- IFRS 5, Disclosures required in respect of non current assets
1 January 2010
- IFRS 8, Disclosure of information about segment assets
1 January 2010
- IAS 1, Current/non current classification of convertible instruments
1 January 2010
- IAS 7, Classification of expenditures on unrecognised assets
1 January 2010
- IAS 17, Classification of leases of land and buildings
1 January 2010
- IAS 27, Consolidated and separate financial statements (revised)
1 July 2009
- IAS 38, Intangible assets (amendment)
1 July 2009
- IAS 36, Unit of accounting goodwill impairment test
1 January 2010
- IAS 38, Additional consequential amendments arising from IFRS 3 (revised)
1 January 2010
- IAS 38, Measuring the fair value of an intangible asset acquired in a business combination
1 January 2010
- IAS 39, Treating loan prepayment penalties as closely related derivatives
1 January 2010
- IAS 39, Scope exemption for business combinations
1 January 2010
- IAS 39, Cash flow hedge accounting
1 January 2010
- IAS 39, Hedging using internal contracts
1 January 2010
- IFRIC 9, Reassessment of embedded derivatives and IAS 39 (amendment)
30 June 2009
- IFRIC 17, Distribution of non-cash assets to owners
1 July 2009
- IFRIC 18, Transfers of assets from Customers
1 July 2009
- IFRIC 9 and IFRS 3, Scope of IFRIC 9 and IFRS 3 (revised)
1 July 2009
- IFRIC 16, Hedges of a net investment in a foreign operation
1 July 2009
These standards, amendments and interpretation are not expected to have material impact on the financial statements.
1.3 Basis of consolidation
The Group’s consolidated financial statements comprise Norwegian Air Shuttle ASA, and its fully owned subsidiaries Norwegian Air Shuttle Polska Sp.zo.o , Norwegian Air Shuttle Sweden AB, NAS Asset Management Ireland Ltd, NAS Asset Management Norway AS and Call Norwegian AS. Additionally, the Group controls a company in the United States, DY 1 Leasing LLC. This is a special purpose entity (SPE) established for aircraft financing purposes. The Group does not own the shares, but has all risks and rewards related to the assets, liabilities and operations in the SPE.
The financial statements of the subsidiaries and SPE’s are prepared for the same reporting period as the parent company, using consistent accounting policies.
The purchase method is applied when accounting for business combinations. Companies which have been purchased or sold during the year are included in the consolidated financial statements from the date when control is achieved and till the date when control is ceased.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired, is recorded as goodwill.
 
All intra Group balances, transactions, income and expense and profit and losses resulting from intra Group transactions that are recognized in assets and liabilities, are completely eliminated.
An associate is an entity in which the Group has a significant influence but does not control the management of its finances and operations (normally when the Group owns 20%-50% of the company). The consolidated financial statements include the Group’s share of the profits/losses from associates, accounted for using the equity method, from the date when a significant influence is achieved and till the date when such influence is ceased. The Group’s share of its associates’ post- acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dilution gains and losses arising in investments in associates are recognized in the income statement.
 
When the Group’s share of a loss exceeds the Group’s investment in an associate, the amount carried in the Group’s balance sheet is reduced to zero and further losses are not recognized unless the Group has an obligation to cover any such loss. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed when necessary to ensure consistency with the policies adopted by the Group.
 
All other investments are recognized in accordance with IAS 39, Financial Instruments: Recognition and Measurement, and additional information is provided in note 20.
1.4 Foreign currency translation
The Group’s presentation currency is NOK. Norwegian Air Shuttle ASA’s functional currency is NOK. Each entity in the Group determines its own functional currency, and items included in the financial statements of each entity are measured in that functional currency. For consolidation purposes, the balance sheet figures in subsidiaries with a different functional currency than NOK are translated at the closing rate at the balance sheet date. Income and expenses for each income statement are translated at average exchange rate for the period, this being a reasonable approximation for actual rate. Exchange differences are recognized in comprehensive income and specified separately in equity.
Transactions in foreign currencies are initially recorded in the functional currency rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are recognized in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
1.5 Critical accounting estimates and judgments
In preparing the consolidated financial statements, management has to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses. The critical judgments and key sources of estimation uncertainty that have been made in preparing the consolidated financial statements are detailed below. These judgments involve assumptions or estimates in respect of future events which can vary from what is expected.
The lease contracts require the aircraft to be returned at the end of the lease in accordance with the specific redelivery conditions stated in the specific lease contracts. To meet this requirement, the Group maintains aircraft, both regularly and at the expiration of the leasing period. Provisions are made based on the estimated costs of overhaul and maintenance. To estimate these conditions, management must make assumptions regarding expected future maintenance. For sensitivity analysis, see note 12.
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be generated. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies. See note 9 for further details.
The cost of defined benefit pension plans is determined by using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long term nature of these plans, such estimates are subject to significant uncertainty. A sensitivity analysis is outlined in note 18.
The Group tests annually whether goodwill and other intangible assets with indefinite lives, have suffered any impairment in accordance with the accounting policy stated in note 1.8. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (see note 10).
Bad debt provisions for credit card receivables are based on actual historical loss percentage and actual withdrawal for payments from credit card companies.
Fair value of financial instruments is determined using fair value estimation techniques. Valuation techniques and details on financial instruments are outlined in note 20.
1.6 Tangible assets
Tangible assets are carried at historical cost, less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and accumulated depreciation and impairment losses are derecognized, and any gain or loss on the sale or disposal is recognized in the income statement.
The gross carrying amount of non-current assets is the purchase price, including duties/taxes and direct acquisition costs relating to making the non-current asset ready for its intended use. Subsequent costs, such as repair and maintenance costs, are normally recognized in profit or loss as incurred. When increased future economic benefits are the result of repair and maintenance work which can be verified, these costs will be recognized in the balance sheet as additions to non-current assets. Borrowing costs are capitalized on qualifying assets.
Non-current assets are depreciated on a straight-line basis or by airborne hours and cycles over the estimated useful life of the asset beginning when the asset is ready for its intended use. Expected residual value is assessed when estimating the depreciable amount of the asset and deducted from the depreciable amount.
An aircraft is decomposed into two components for depreciation purposes to reflect different useful lives of the aircraft components. In accordance with official requirements, the aircraft must be maintained and significant components changed after a specific number of takeoffs or airborne hours. These components are identified as C check and D check on aircraft body, power restoration and life limited parts for the two engines on each plane, as well as maintenance on landing gears and APU. The maintenance and overhaul on these components occurs on a defined interval, and the value is depreciated based on number of takeoffs or airborne hours until the next maintenance occurs. Completed maintenance and overhaul is capitalized and depreciated until the next relevant maintenance and overhaul. The second aircraft component is defined as the remainder of the aircraft and depreciated over the economic useful life.
Investments in leased aircraft including cabin interior modifications are depreciated over their useful lives, but not exceeding the remaining leasing period.
Rotable spare parts are carried as non current assets and depreciated over their useful lives.
Buildings are carried at acquisition cost, less accumulated depreciation.
The Group capitalizes prepayments on the purchase contract of 46 Boeing 737 aircraft. The prepayments are classified as tangible assets as presented at the face of the balance sheet. The prepayments include capitalized borrowing costs and gains/losses on qualifying fair value hedges. At the delivery of the aircraft, prepayments are included in acquisition cost of the aircraft and reclassified as aircraft in the balance sheet.
Financial lease assets are initially recognized at the lowest of acquisition cost and future minimum lease payments. The assets are carried as non current assets and depreciated on a straight-line basis over their expected useful lives.
The depreciation period and method are assessed each year to ensure that the method and period used reconcile with the substance of the non-current asset. The residual value is estimated at each year end and changes to the residual value are accounted for prospectively. Additional details on tangible assets are outlined in note 11.
1.7 Intangible assets
Computer software
Acquired computer software licenses are capitalized on the basis of the costs incurred to obtain and apply the specific software. These costs are amortized over their estimated useful life.
Costs associated with developing or maintaining computer software programs are recognized as an expense as incurred. Costs that are directly associated with the development of identifiable software products controlled by the Group, and that probably will generate economic benefits, are recognized as intangible assets. Computer software development costs recognized as assets are amortized over their estimated useful lives. The amortization of the software commence as each module is completed.
Goodwill and other intangible assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Other intangible assets are related to identifiable assets from business combinations and investments in other intangible assets.
Intangible assets that are determined to have indefinite economic lives, are not amortized, but subject for annual impairment testing. The determination of indefinite economic lives is based on management’s assessment that there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity.
See note 1.8 for details of impairment testing of non-financial assets and note 10 for additional details on intangible assets.
1.8 Impairment of non financial assets
Intangible assets that have an indefinite economic useful life are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The allocation is made to those cash-generating units that are expected to benefit from the assets. Management has assessed the Group as one segment and the total operations in the Group as its cash generating unit. The determination of cash generating units is based on how management operates and assesses the Group’s performance, profit and cash flow. The aircraft fleet is operated as one unit and the route portfolio is administered and diversified as one unit generating the Group's profit and cash flow; hence, goodwill and other non current assets are reallocated to the entire Group for the purpose of impairment testing.
Non current assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Impairment losses on goodwill are not reversed.
1.9 Financial assets
Financial assets are classified in the following categories; at fair value through profit or loss, held-to-maturity investments, loans and receivables and available-for-sale. The Group holds financial instruments that are classified at fair value through profit or loss, available-for-sale, and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this category are classified as current assets.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Group’s loans and receivables comprise trade, other receivables, cash and cash equivalents in the balance sheet (See note 1.12 and 1.13 respectively).
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Regular purchases and sales of financial assets are recognized on the trade-date; the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss, are initially recognized at fair value and transaction costs are expensed in the income statement.
Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest method.
Gains or losses arising from changes in the fair value of the ’available-for-sale’ category are presented in statement of comprehensive income, within ’other reserves’ in the period in which they arise. Gains or losses arising from changes in the fair value of the ‘available-for-sale’ category are presented in the statement of comprehensive income in the period in which they arise. Interests on available-for-sale securities calculated using the effective interest method is recognized in the income statement as part of other income. Dividend income from financial assets at fair value through profit or loss and available- for- sale financial assets are recognized in the income statement as a part of other income when the Group’s right to receive payments is established.
1.9.1 Impairment of financial assets
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets are impaired. The fair values of quoted investments are based on current mid prices at the balance sheet date. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. The valuation hierarchy for financial assets is detailed in note 20 where the techniques are making maximum use of market inputs and relying as little as possible on entity-specific inputs.
Impairment losses of financial assets measured at amortized cost are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after initial recognition. Impairment losses are recognized in the consolidated income statement if the losses have had an impact on the estimated future cash flows and that the impact can be reliably estimated.
Impairment losses of available-for-sale financial assets are incurred if evidence exists of a prolonged or significant decline in the fair value of the security below its initial cost. If any such evidence exists, the cumulative loss (measured as the difference between the initial cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss) is removed from equity and comprehensive income and recognized in the income statement. If, in a subsequent period, increase in the fair value of available-for–sale financial assets occur and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through the statement of comprehensive income.
1.10 Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value on the transaction date and subsequently measured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. In 2008, the Group designated some of its derivatives as hedges of the fair value of a firm commitment (fair value hedge).
The Group documents at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are designated as hedging instruments are highly effective in offsetting changes in fair values or cash flows of hedged items.
The fair values of various derivative instruments used for hedging purposes are disclosed in note 20. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
Fair value hedge
Changes in fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged assets or liabilities that are attributable to the hedged risk. The Group only applies fair value hedge accounting for hedging foreign currency risk in unrecognized firm commitments. The gain or loss relating to the effective portion of forward foreign currency contracts, hedging foreign currency risk in unrecognized firm commitments, is recognized as capitalized costs on the recognized firm commitment in the balance sheet. The gain or loss relating to the ineffective portion is recognized in the income statement within financial items.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item is depreciated over the useful life of the asset.
1.11 Inventory
Inventory of spare parts are carried at the lower of acquisition cost and net realizable value. Cost is determined using the first in – first out (FIFO) method. Obsolete inventory have been fully recognized as impairment losses. Inventory is consumed during maintenance and overhaul of the airplanes, and is expensed when consumed.
1.12 Trade receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or payments more than 60 days overdue are considered indicators that the trade receivable is impaired. Provision for impairment (bad debt provision) is recognized within other operating expenses.
Receivables from credit card companies are classified as trade receivables in the balance sheet.
1.13 Cash and cash equivalents
Cash and cash equivalents include cash in hand and in banks, as well as short term deposits with an original maturity of three months or less. Cash and cash equivalents in the balance sheet include restricted funds from withheld employee tax, guarantees and deposits pledged as collateral for suppliers (note 24).
The Group holds investments in money market funds. These investments are classified as either cash equivalents or financial assets available-for-sale depending on the maturity of the investments.
1.14 Equity
Share capital comprises the number of shares multiplied by their nominal value, and are classified as equity.
Transaction costs directly attributable to an equity transaction are recognized in equity net of tax.
Acquisition of own shares are recognized in share capital and retained earnings. The number of shares purchased multiplied by the nominal value is deducted from outstanding share capital. The share premium paid is recognized in other equity. The sale of own shares is booked accordingly, with nominal value as increase of share capital, and share premium in other equity.
1.15 Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. For details for capitalization of borrowing costs, see note 11.
1.16 Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
1.17 Employee benefits
Defined benefit plans
The Group operates a defined benefit pension plan which requires contributions to be made to a separately administered fund. In addition, the Group participates in an early retirement plan (AFP) for employments in Norway. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit actuarial valuation method. Actuarial gains and losses are recognized as income or expense when the net cumulative unrecognized actuarial gains and losses, at the end of the previous reporting year, exceed 10% of the higher of the defined benefit obligation and the fair value of plan assets at that date. These gains or losses are recognized over the expected average remaining working lives of the employees participating in the plans.
The past service cost is recognized as an expense on a straight-line basis over the average period until the benefits are vested. If the benefits are already vested immediately following the introduction of or changes to a pension plan, past service cost is recognized immediately.
The defined benefit obligation is the aggregate of the present value of the defined benefit obligation and actuarial gains and losses not recognized reduced by past service costs not yet recognized and the fair value of plan assets out of which the obligations are to be settled directly. If such aggregate is negative, the asset is measured at the lower of such aggregate or the aggregate of cumulative unrecognized net actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.
Defined contribution plans
In addition to the defined benefit plan described above, the Group’s subsidiary in Sweden has made contributions to local pension plans. These contributions have been made to the pension plan for full-time employees and premiums are expensed as they incur.
Share options
The employees and the management of the Group have received options to buy shares in the parent company. The fair value of the options to be settled in equity instruments is estimated at the grant date and recognized as an expense over the vesting period. The fair value of the options to be settled in cash is estimated at each year end and recognized as an expense over the vesting period. The fair value is determined by an external part using a Black and Scholes model. The assumptions underlying the number of options expected to vest are adjusted to reflect conditions prevailing at the balance sheet date. For further details see note 17.
Employee share purchase savings program
Bonus shares and employer’s contribution are measured at fair value using Black and Scholes option pricing model. The bonus expenses for the company are included in personnel costs. The distribution of bonus shares is accounted for in accordance with IFRS 2, where the fair value of the share distribution is recognized as an expense over the expected period until settlement. Estimated employer’s contribution is recognized as an expense over the expected period until settlement. Changes in estimates affecting employer’s contribution are expensed over the remaining expected period. For further details see note 17.
1.18 Current and deferred income tax
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the balance sheet date.
Deferred income tax
Deferred income tax is determined by using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the when the liability is settled, based on tax rates (and tax laws) that have been enacted, or substantively enacted, at the balance sheet date.
Deferred income tax assets and deferred income tax liabilities are offset to the extent that:
- the Group has a legally enforceable right to offset the recognized amounts and
- deferred tax assets and tax liabilities relates to income tax from the same tax authorities and same taxable entity in the Group, or if different taxable entities in the Group intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
1.19 Contingent assets and liabilities
A contingent asset is not recognized in the annual financial statements, but disclosed in the notes where an inflow of economic benefits is probable.
Contingent liabilities are defined as possible obligations arising from past events whose existence depends on future events, or it is not probable that they will lead to an outflow of resources, or cannot be measured with sufficient reliability.
Contingent liabilities are not recognized in the annual financial statements, but significant contingent liabilities are disclosed in the notes to the financial statements, with the exception of contingent liabilities where the probability of the liability occurring is remote.
1.20 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax and discounts. The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below
Passenger revenue
Passenger revenue is reported as traffic revenue when the air transport has been carried out. The value of tickets sold and still valid but not used at the balance sheet date (amounts sold in excess of revenue recognized) is reported as air traffic settlement liability. This liability is reduced either when the Group or another airline completes the transportation or when the passenger requests a refund.
Ancillary revenue
Ancillary revenue comprises sales of ticket-related products and services, e.g; excess baggage and fees. Some of the products and services are earned at the time when the transport has been carried out, and such revenue is recognized in the same manner as passenger revenue. Other products and services are earned at the time of purchase and immediately recognized in the income statement.
Amounts paid by ‘no show’ customers are recognized as revenue when the booked service is provided. ‘No show’ customers with low fare tickets are not entitled to change flights or seek refunds once a flight has departed.
Other revenue
Other revenue comprises third party revenue, such as wet-lease, cargo and revenue from business activities in subsidiaries which are not airlines.
Other airline revenue is recognized when the service has been rendered, fees are reliable measurable, collections are probable, and when other significant obligations have been fulfilled.
Revenue from sales of GSM and Broadband products and services comprises traffic fees and subscription, as well as telephone and PC products. Revenue from subscription fees are recognized over the subscription period while deliveries of other services are recognized as revenue at the time of actual use. Revenue from product sales are recognized when the equipment including related significant risks and rewards are transferred to the buyer and the entity no longer retains effective control over the products sold.
Customer loyalty program – Norwegian Reward
The Group has implemented a customer loyalty program. Customers earn cash points in the following circumstances;
- Bank Norwegian customer; 1% of the payment is earned on all purchases, except domestic flights within Norway or flights with competitive airlines within Norway. Additionally, cash points are earned on all low fare and full flex tickets purchased from Norwegian Air Shuttle ASA and paid with a Bank Norwegian credit card, with 4% and 19% of the purchase price, respectively.
- My reward customer; 2% on all low fare tickets and 10% on all full flex tickets.
- Corporate reward customer; 3% on all low fare tickets and 7% on all full flex tickets.
- Call Norwegian customer; 3% of all purchases.
Corporate customers gain cash points on all airfares. Private customers gain cash points on international flights only, as domestic flights in Norway are prohibited from cash points earning for private customers.
Customer cash points gained from purchasing airline tickets and purchases from Call Norwegian are recognized as a liability in the balance sheet and deducted from the value of the purchase at the date of purchase. The customer cash point liability is derecognized from the balance sheet and recognized as income when customers utilize their cash points.
Earned customer cash points on 1% reward from Bank Norwegian are recognized as a liability in the balance sheet and immediately expensed. When the customers utilize earned cash points, the liability is derecognized and cash payment on the Group’s services reduced.
Unutilized cash points are derecognized from the balance sheet after three years. The liability is classified as short term, as available statistics as of 31 December 2009 indicate that customer cash points are utilized within one year.
1.21 Leasing
To determine whether an arrangement is, or contains a lease, it is necessary to assess whether the fulfillment of the arrangement is dependent on the use of a specific asset and if the arrangement conveys a right to use the asset.
The lease agreements where most of the risk lies with the other contracting party are classified as operating leases. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term. Payments for the lease and payments for other elements are recognized separately.
Deposits made at the inception of operating leases are carried at amortized cost. The difference between the nominal value of a deposit paid carried at less than market interest and its fair value is considered as additional rent payable to the lessor and is expensed on a straight-line basis over the lease term.
The Group leases tangible assets where the lease agreements transfer all material risks and rewards of the asset to the lessee at the end of the lease term. Such lease agreements are classified as financial leases. Financial leases are recognized at inception to the lowest of acquisition cost and the net present value of minimum lease payments. Financial lease assets are depreciated on a linear basis over the lease period if such is shorter than the economic useful life of the financial lease asset. Financial lease assets are included in the balance sheet as tangible assets.
Each lease payment under financial leases is split between the lease liability and finance cost to amortize the financial costs related to such leases over the lease period. The lease liability is classified as borrowings, see note 22 for details.
1.22 Segment reporting
The Group has one operational segment, which is low cost air passenger travel. The Group has one geographical segment which is the route portfolio in Europe. See note 4 for further details.
1.23 Events after the balance sheet date
New information regarding the Group’s positions at the balance sheet date is taken into account in the preparation of the annual financial statements. Events which occur after the balance sheet date that do not affect the Group’s position at the balance sheet date, but which will affect the Group’s position in the future, are stated if significant.
Note 2
Financial risk
The Group’s activities expose it to a variety of financial risks; market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.
Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies evaluates and hedges financial risk in close co-operation with the Group’s operating units. The Board provides principles for overall risk management such as foreign currency risk, interest rate risk, credit risk, use of derivative financial instruments and investment of excess liquidity.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, jet-fuel prices and interest rates will affect the Group’s income or value of its holdings of financial instruments.
Foreign Currency Risk
A substantial part of the Group’s expenses are denominated in foreign currency. The Group’s leases, aircraft borrowings, maintenance, jet-fuel and related expenses are mainly denominated in USD, and a share of airplane operation expenses are denominated in EUR. Foreign currency risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. In order to reduce currency risk, the Group has a mandate to hedge up to 100% of its currency exposure over the next 12 months. The hedging consists of forward currency contracts and flexible forwards.
Occasionally the Group designates certain forward foreign currency contracts as hedging instruments to hedge the fair value of currency risk in unrecognised firm commitments.
The Group has included sensitivity analysis on foreign currency risk based on two different scenarios; sensitivity in USD to NOK on financial assets and liabilities at 31 December and actual sensitivity in USD exposure interdependent with jet-fuel. The rationale for such sensitivity is that USD exposure in the airline industry is closely related to USD exposure on jet-fuel as jet-fuel actually represents a USD exposure.
If NOK had weakened/strengthened by 1 % against USD in 2009, with all other variables held constant, pre-tax profit and pre-tax equity effect for the year would have been MNOK 6.2 (2008: MNOK 0.3) lower/higher, mainly as a result of foreign exchange losses/gains on receivables, payables, derivative financial instruments and borrowings in USD.
By calculating sensitivity on foreign currency risk in USD using USD and jet-fuel prices as interdependent variables on operating income, a weakening/strengthening in NOK by 1% against USD dollar, pre-tax profit and pre-tax equity effect for 2009 would have been MNOK 28.7 (2008:MNOK 31) lower/higher. This calculation is based on estimated fuel consumption over the next 12 months, estimated net outflow of USD over the next 12 months, estimated average jet-fuel price and estimated average USD/NOK exchange rate.
If NOK had weakened/strengthened by 1 % against EUR with all other variables held constant, pre-tax profit and pre-tax equity effect for the year would have been MNOK 0.6 (2008: MNOK 3.6) higher/lower, mainly as a result of foreign exchange gains/losses on receivables, payables and derivative financial instruments.
The Group has investments in operations in Sweden and Poland, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is regarded as immaterial for the Group, and currency variances are not hedged.
Interest rate risk
As the Group has net interest bearing debt, the Group’s income and operating cash flows are dependent of changes in the market interest rates. The Group’s interest rate risk arises from cash and cash equivalents and floating interest rate borrowings. Floating interest rate borrowings consist of unsecured bond issue, revolving credit facility and financial lease. Borrowings issued at fixed rates expose the group to fair value interest rate risk. Fixed interest rate borrowings consist of aircraft financing from PEFCO, guaranteed by the Ex-Im Bank of the United States. Borrowings are denominated in USD and NOK.
If the floating interest rate in 2009 had been 1 % higher/lower with all other variables held constant, pre-tax profit and pre-tax equity effect for the year would have been MNOK 2.0 (2008: MNOK 2.4) lower/higher, mainly as a result of higher/lower interest income and expenseon floating rate cash and cash equivalents and borrowings. The sensitivity analysis of interest rate risk is calculated based on nominal value of borrowings and cash and cash equivalents.
The Group measures borrowings at amortized cost. No changes in fair value of fixed rate interest rate borrowings would be accounted for. Fair value calculations of fixed interest rate borrowings are detailed in note 22.
Jet-fuel prices
Expenses for jet-fuel represents a substantial part of the Group’s operating costs, and fluctuations in the jet-fuel prices influence the projected cash flows. The objective of the jet-fuel price risk management policy is to provide protection against significant and sudden increases in jet-fuel prices whilst retaining access to price reductions. The Group manages jet-fuel price risk using fuel derivatives. Management has a mandate to hedge up to 100 % of its expected consumption over the next 12 months with forward commodity contracts.
If the jet-fuel price in 2009 had increased/decreased by 1 % with all other variables held constant, pre-tax profit for the year would have been MNOK 17.0 (2008: MNOK 17.0) lower/higher.
The sensitivity analysis is calculated based on estimated jet-fuel consumption including estimated hedged consumption over the next 12 months. As opposed to the sensitivity analysis of USD currency risk, the jet-fuel price risk analysis is not based on interdependence between jet-fuel price and USD exchange rates. The sensitivity is calculated using USD/NOK exchange rate at the balance sheet date.
The Group holds forward commodity contracts to hedge jet-fuel price risk. Such derivative contracts affect the financial statements through unrealized gains/losses from jet-fuel prices. If jet-fuel price had increased/decreased by 1% with all other variables held constant, pre-tax profit for the year would have been MNOK 21.3 (2008: MNOK 2) higher/lower, as a result of unrealized gains/losses on price changes on forward commodity contracts held at the balance sheet date.
Credit risk
Credit risk is managed on group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to travel agencies and commercial customers, including outstanding receivables and committed transactions. The utilisation of credit limits is regularly monitored. The Group’s policy is to maintain credit sales at a minimum level. Sales to private customers are settled in cash or using major credit card companies.
For a part of the Group’s sales, customers pay at the time of booking while Norwegian receive the actual payments from the credit card companies, or acquires, are received at a later point in time. Delayed payments from credit card companies vary between credit card brands. The risk arising from receivables on credit card companies or credit card acquires are monitored closely.
Credit risk related to bank defaults are closely monitored and partly offset by diversifying the Group’s deposit portfolio.
There are re-invoicing of maintenance costs on aircraft to leasing companies, and Norwegian regularly evaluates and assesses the value of these credits. See note 20 for further disclosure on credit risk.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.
The management monitors rolling forecasts of the Group’s liquidity reserve, cash and cash equivalents (see note 24) on the basis of expected cash flow. This is generally carried out at the local level in the operating companies of the Group in accordance with practice and limits set by the Group. In addition, the Group's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to monitor balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
The Group will take deliveries of 7 aircraft in 2010, 14 aircraft in 2011 and the remaining 25 aircraft between 2012 and 2014. Pre-delivery payments related to the delivery of the first 10 aircraft were secured in 2007. 2 aircraft included in the pre-delivery payments, were delivered in 2009. Another 7 aircraft with delivery in 2010 were also included in the pre-delivery payments. At the delivery of the aircraft, pre-delivery payments are replaced with other long term financing. The Group has secured the financing of 5 aircraft in 2010 through guarantees and direct loans from the Ex-Im Bank of the United States and is currently in the process of securing long term financing for the last 2 deliveries in 2010. This financing arrangement reduces liquidity risk.
The table below analyses the maturity profile of the Group’s financial liabilities at the balance sheet date. The amounts disclosed are the contractual undiscounted cash flows;
At 31 December 2009 (NOK 1 000)
Less than 1 year
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
Borrowings
675 303
362 991
330 668
214 048
Financial lease liability
5 100
5 100
13 737
10 615
Derivative contracts - payments
1 227
0
0
0
Trade and other payables
746 549
0
0
0
Interest on borrowings *)
65 023
52 666
143 417
113 572
Total financial liabilities
1 493 202
420 756
487 823
338 234
*) Calculated interests on borrowings
At 31 December 2008 (NOK 1 000)
Less than 1 year
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
Borrowings
257 456
440 873
0
0
Derivative contracts - payments
195 577
0
0
0
Trade and other payables
694 832
0
0
0
Subordinated bond loan *)
30 000
0
0
0
Interest on borrowings **)
37 855
7 981
0
0
Total financial liabilities
1 215 720
448 854
0
0
Derivative contracts - receipts
-91 253
0
0
0
Total
1 124 467
0
0
0
*) Subordinated bond loan issued to Bank Norwegian
**) Calculated interests on borrowings
Capital risk management
The Group’s capital management policy is to maintain a capital structure which meets the demands of operations, reducing cost of capital, risk factors in the industry, company specific risk and future investments planned by the Group. The Group will at all times adjust debt and equity to maintain and secure optimal capital structure by continuously monitoring the gearing ratio of the Group. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings less cash and cash equivalents as shown in the consolidated balance sheet). Total capital is calculated as equity as shown in the consolidated balance sheet plus net debt.
The gearing ratios at 31 December 2009 and 2008 were as follows;
NOK 1 000
2009
2008
Total borrowings (note 22)
1 583 010
698 330
Cash and cash equvalents (note 24)
1 408 475
607 536
Net debt
174 535
90 794
Total equity
1 601 607
897 368
Total capital
1 776 142
988 162
Gearing ratio
9.8%
9.2%
Note 3
Fair value estimation
Financial instruments that are measured in the balance sheet at fair value, requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
Level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm’s length basis.
Level 2
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. Financial instruments in level 2 include forward contracts classified as derivatives. The fair values of forward foreign currency contracts and forward commodities contracts are determined using forward prices and rates at the balance sheet date, with the resulting value discounted back to present value.
Level 3
If one or more of the significant inputs are not based on observable market data, specific valuation techniques are used. Financial instruments included in the level 3 valuation technique relates to investment in unlisted shares in Silver Pensjonsforsikring classified as available-for-sale financial assets. See note 20 for additional details on available-for-sale financial assets.
The following table presents financial assets and liabilities measured at fair value at 31 December 2009;
(NOK 1 000)
Level 2
Level 3
Total
Assets
Financial assets at fair value through profit and loss
- Derivative financial instruments
23 688
0
23 688
Available-for-sale financial assets
0
7 236
7 236
Total assets
23 688
7 236
30 924
Liabilities
- Derivative financial liabilities
1 227
0
1 227
Total liabilities
1 227
0
1 227
There are no fair value calculations in level 1.
Note 4
Segment Information
Executive management reviews the Group’s internal reporting in order to assess performance and allocate resources. Management has determined the operating segment based on these reports. Executive management considers the business as one operational segment, which is low cost air passenger travel. The Group’s operating profit arises from airline-related activities and the main revenue generating assets of the Group is its aircraft fleet, which is employed flexibly across the Group's geographical segment which is Europe.
Performance is measured by executive management based on the operating segment earnings before interest, tax, depreciation and amortization (EBITDA). Other information is measured in a manner consistent with that in the financial statements.
The table below shows revenues from low cost air passenger travel split between passenger revenue, ancillary revenue and other revenue. A split in revenue between domestic and international flights is also included;
NOK 1 000
2009
2008
By activity:
Passenger transport
6 389 406
5 641 533
Ancillary revenue
788 655
463 609
Other revenues
131 129
121 271
Total
7 309 189
6 226 413
By geographic market:
Norway
2 899 736
2 294 940
Other EU/EEA countries
4 409 454
3 931 473
Total
7 309 189
6 226 413
Note 5
Operational expenses
NOK 1 000
2009
2008
Sales and distribution expenses
149 415
115 251
Aviation fuel
1 423 328
2 006 248
Aircraft leases
620 114
426 597
Airport charges
1 037 716
841 999
Handling charges
722 658
615 740
Technical maintenance expenses
659 796
574 077
Other aircraft expenses
325 371
312 815
Total operational expenses
4 938 399
4 892 727
Note 5 a
Other operating expenses
Other operating expenses amount to MNOK 396.1 (2008:318.1). Other operating expenses are related to operating the systems, marketing, back office, consultants and other costs not directly attributable to the operation of the aircraft fleet and related airline specific costs.
Note 6
Payroll expenses and number of employees
NOK 1 000
2009
2008
Wages and salaries
762 772
682 882
Social security tax
138 472
121 525
Pension expenses
138 485
120 894
Employee stock options
8 437
6 232
Other benefits
39 439
31 448
Hired crew personnel
215 695
113 087
Total
1 303 299
1 076 068
Payroll expenses include hired crew personnel. The employees in Norway are members of the parent company’s defined benefit pension plan, while the employees in Sweden are members of a defined pension contribution plan. See note 18 for details.
Number of man-labour years *)
2009
2008
Norway
1 494
1 146
Sweden
113
159
Poland
77
73
Total
1 684
1 378
*) excluding man-labour years related to hired crew personnel
Note 7
Remuneration to the Board of Directors and Executive Management
Remuneration to the Board of Directors
Total remuneration paid to the Board in 2009 was MNOK 0.7. The Chairman of the Board, Bjørn Kise, received MNOK 0.2. There were no bonuses or other forms of compensation paid to the Board members in 2009.
Directive of remuneration to the CEO and the Executive Management
The principles for leadership remuneration in Norwegian Air Shuttle ASA are to stimulate a strong and lasting profit oriented culture. The total compensation level should be competitive, however, not market leading compared to similar organizations. The Board defines the remuneration to the CEO, and the guidelines for remuneration to the Executive Management. The remuneration to the Board and the Executive Management must not have negative effects for the Group, nor damage the reputation and standing of the Group in the public eye. There have been no changes in the guidelines or principles for management remuneration during the year. The actual remuneration in 2009 was consistent with the guidelines and principles.
Compensation to the Executive Management should primarily consist of fixed yearly salary with additional compensations such as a company car, free telephone, internet and newspapers, and standard pension and insurance plan. Executive Management is also a part of the Group’s stock option plan.
The CEO does not receive compensation in form of performance based salary or bonuses. The Executive Management can on an individual basis be awarded special compensation for profit enhancing projects.
The Executive Management is part of the Group’s collective pension plan for salary up to 12 G, which applies to all employees. Senior Management has no special rights in the event of termination of employment.
Total compensation year 2009
NOK 1 000
Fee
Salary
Bonus
Other benefits **)
Total Compensation
Pension expense ***)
The Board of Directors
Bjørn Kise (chairman)
193
193
Erik Gunnar Braathen (deputy chairman until 26.11.2009)
150
150
Liv Berstad
100
100
Ola Krohn-Fagervoll
100
100
Marianne Wergeland Jenssen
100
100
Halvor Vatnar*)
35
35
Sissel Gjelstad Vårum*)
35
35
Monika Johansen*)
35
35
Total board of directors
748
0
0
0
748
0
Executive Management
Bjørn Kjos (Chief Executive Officer)
1 256
175
1 431
a)
127
Frode Foss (Chief Financial Officer)
1 110
118
1 228
b)
79
Asgeir Nyseth (Chief Operating Officer)
1 186
10
1 196
c)
121
Hans-Petter Aanby (Chief IT Officer)
1 110
116
1 226
d)
104
Daniel Skjeldam (Chief Commercial Officer)
1 055
99
1 154
e)
44
Gunnar Martinsen (Senior Vice President HR and Organisation)
826
18
844
105
Anne-Sissel Skånvik (Senior Vice President Corporate Communications)
825
111
936
f)
123
Total executive management
0
7 368
0
647
8 015
702
*) For the employee representatives in the Board of Directors, only their fee for serving on the Board of Directors fee is stated.
**) Other benefits include company car, telephone, internet etc.
***) Pension expense reflects paid pension premium less employee contribution
a) Bjørn Kjos exercised share options in 2009 that has been reported as additional taxable income with NOK 466 830.
b) Frode Foss exercised share options in 2009 that has been reported as additional taxable income with NOK 384 039.
c) Asgeir Nyseth exercised share options in 2009 that has been reported as additional taxable income with NOK 385 894.
d) Hans-Petter Aanby exercised share options in 2009 that has been reported as additional taxable income with NOK 384 735.
e) Daniel Skjeldam exercised share options in 2009 that has been reported as additional taxable income with NOK 176 249.
f) Anne-Sissel Skånvik was appointed in 2009, replacing former Senior Vice President Corporate Communications.
Total compensation year 2008
NOK 1 000
Fee
Salary
Bonus
Other benefits **)
Total Compensation
Pension expense ***)
The Board of Directors
Erik Gunnar Braathen (chairman)
150
150
Bjørn Kise (deputy chairman)
125
125
Berit Slåtto Neerbye
100
100
Liv Berstad
100
100
Ola Krohn-Fagervoll
100
100
Halvor Vatnar*)
35
35
Sissel Gjelstad Vårum*)
35
35
Monika Johansen*)
35
35
Total board of directors
680
0
0
0
680
0
Executive Management
Bjørn Kjos (Chief Executive Officer)
1 291
173
1 464
181
Frode Foss (Chief Financial Officer)
1 144
117
1 261
84
Asgeir Nyseth (Chief Operating Officer)
1 081
10
1 091
113
Hans-Petter Aanby (Chief IT Officer)
1 269
114
1 383
113
Daniel Skjeldam (Chief Commercial Officer)
1 035
13
1 047
76
Gunnar Martinsen (Senior Vice President HR and Organisation)
715
24
739
127
Anne Grete Ellingsen (Senior Vice President Corporate Communications)
859
15
874
133
Total executive management
0
7 392
0
467
7 859
826
*) For the employee representatives in the Board of Directors, only their fee for serving on the Board of Directors fee is stated.
**) Other benefits include company car, telephone, internet etc.
***) Pension expense reflects paid pension premium less employee contribution
Shares and options owned by Senior Managers are presented in note 15.
There are no outstanding loans or guarantees made to the Board of Directors or the Executive Management.
Audit remuneration (excl VAT)
NOK 1 000
2009
2008
Audit fee
1 294
1 126
Other audit related services
2 738
422
Tax advisory
534
588
Other services
221
79
Total
4 787
2 215
Note 8
Net financial items
NOK 1 000
2009
2008
Interest income
23 206
39 427
Interest expense
-20 933
-9 880
Net foreign exchange (loss) or gain
39 311
-31 377
Appreciation cash equivalents
6 127
-310
Fair value adjustment long term deposits
152
122
Hedge inefficiency
0
358 264
Other financial items
110
-4 279
Net financial items
47 974
351 966
Foreign exchange derivatives and fuel derivatives classified as financial assets or financial liabilities at fair value through profit or loss are measured at fair value at each balance sheet date with changes in fair value recognized as other gains and losses within operating expenses.
Non interest bearing deposits for aircraft leases are classified at fair value and a periodic interest income is calculated using the same interest rate as for fair value calculation, according to IAS 39.43.
The hedge inefficiency in 2008 is related to the foreign exchange hedge in USD on the purchase contract on 42 new Boeing 737-800. The arrangement was designated as fair value hedge accounting for a period, according to IAS 39 – Financial instruments. See note 20 for details.
Note 9
Tax
This year's tax expense consists of (NOK 1 000):
2009
2008
Tax payable
111 158
267
Tax paid in current year on current year income
1 241
787
Change in deferred tax
64 390
340
Income tax expense
176 789
1 394
Reconciliation from nominal to effective tax rate:
NOK 1 000
2009
2008
Profit before tax
623 040
5 339
Expected tax expense using nominal tax rate (28 %)
174 451
1 495
Tax effect of the following items:
Non deductible expenses
-487
-2 694
Adjustments from previous year
6 874
0
Tax rate outside Norway other than 28%
-4 051
2 474
Other items
0
118
Tax expense
176 789
1 394
Effective tax rate
28.38%
26.10%
The following table details deferred tax assets and liabilities;
Deferred tax
Assets 2009
Liabilities 2009
Assets 2008
Liabilities 2008
Intangible assets
0
-4 533
0
-8 584
Tangible assets
0
-5 965
0
-15 298
Long term receivables and borrowings in foreign currency
0
-16 853
0
0
Inventories
0
1 167
0
0
Receivables
-13
20 071
653
9 693
Financial instruments
0
-6 289
0
23 974
Derferred gains/losses
0
35
0
44
Other accruals
0
29 980
0
29 715
Pensions
0
27 316
0
17 308
Other temporary differences
0
-62 736
0
-70 934
Loss carried forward
170
0
59 107
4 387
Gross deferred tax assets and liabilities
157
-17 806
59 759
-9 695
Reconciliation of deferred tax assets and liabilities
Assets 2009
Liabilities 2009
Assets 2008
Liabilities 2008
Recognized at 1 January
59 759
-9 695
61 317
-19 470
Charged/credited to the income statement
-54 179
-10 211
-3 404
3 063
Changes in tax rate in Sweden
0
0
1 920
554
Charged directly to equity
0
2 109
0
6 870
Translation differences
-5 422
-9
-75
-712
Recognized at 31 December
157
-17 806
59 759
-9 695
The Group has recognized MNOK 0.2 as a deferred tax asset in 2009. Deferred tax asset is based on unused tax loss carry forwards and temporary differences in assets and liabilities. The tax loss carried forward is expected to be utilized by future taxable profits. Deferred tax liability is based on allocation of purchase price of Norwegian Air Shuttle Sweden AB to fair values, as well as temporary differences in assets and liabilities.
Note 10
Intangible assets
Other intangible assets
NOK 1 000
Software
Goodwill
Indefinite life
Definite life
Total
Acquisition costs 1 January 2008
79 112
116 453
22 715
64 964
283 244
Additions
29 392
0
0
4 022
33 414
Adjusted purchase price (note 25)
0
-21 509
0
0
-21 509
Translation differences
0
6 909
1 383
4 932
13 225
Acquisition costs 31 December 2008
108 504
101 853
24 098
73 919
308 374
Acquisition costs 1 January 2009
108 504
101 853
24 098
73 919
308 374
Additions
43 660
0
0
0
43 660
Translation differences
0
-7 695
-1 692
-715
-10 103
Acquisition costs 31 December 2009
152 164
94 157
22 406
73 203
341 932
Accumulated amortization 1 January 2008
44 419
0
0
6 418
50 837
Amortization
17 293
0
0
27 345
44 638
Impairment
0
0
0
12 097
12 097
Translation differences
0
0
0
2 728
2 728
Accumulated amortization 31 December 2008
61 712
0
0
48 588
110 300
Accumulated amortization 1 January 2009
61 712
0
0
48 588
110 300
Amortization
23 013
0
0
16 436
39 449
Translation differences
0
0
0
1 637
1 637
Accumulated amortization 31 December 2009
84 725
0
0
66 661
151 386
Book value at 31 December 2008
46 792
101 853
24 098
25 331
198 074
Book value at 31 December 2009
67 438
94 157
22 406
6 543
190 543
Useful life
3-5 years
Indefinite
Indefinite
See below
Amortization plan
Linear
None
None
Linear
Capitalized software is related to external consulting fees for the development of Norwegian's own systems for booking and ticket-less travel, various sales portals, back office and new maintenance system (AMOS). These costs are amortized over their estimated useful lives (three to five years).
Other intangible assets and goodwill are related to the purchase of Norwegian Air Shuttle Sweden AB on 31 July 2007. Other intangible assets from business combinations consist of estimated fair value of brand name, charter operations, slots and the Air Operating Certificate. Other intangible assets also consist of intellectual property rights which are related to purchases of internet domains. The Group has developed web portals in Norway, Sweden and Denmark.
Goodwill, slots and intellectual property rights are determined to have indefinite economic lives, and are not amortized. Slots and intellectual property rights do not expire over time, as long as management has the intention to continue using the slots.
Brand name, charter operations and air operating certificate have definite lives and are amortized over their economic useful lives. Charter operations are defined to have an economic life of 15 months from the date of purchase, and the fair value of the asset is amortized linear over 15 months. Brand name was initially defined to have indefinite economic life. However, due to restructuring and rebranding during 1st quarter of 2008, brand name from the acquisition was impaired. An impairment loss of MNOK 12 was recognized in profit or loss at 31 March 2008. At the same time, brand name was defined to have a definite economic life of 12 months from the date of impairment. Remaining fair value of the asset at 31 March 2008 is amortized linear over 12 months. Air Operating Certificate was also defined to have indefinite life at the date of acquisition. However, due to restructuring of the Swedish operations, the Air Operating Certificate was assessed to have a definite life of 12 months starting from 1 March 2009. Charter operations and brand name were fully amortized in 2009.
Impairment testing of goodwill and intangible assets
The Group tests goodwill and assets with indefinite useful lives annually at year end for impairment. Intangible assets with definite lives are tested for impairment if indicators of impairment are identified.
The method used to estimate the recoverable amount is value in use, based on discounted cash flow analysis. The analysis reflects the cash flow projections in the financial business plan covering the next year approved by Senior Management. In addition, the calculation includes estimated cash flows for the next 5 years. Key assumptions used in the calculation are growth rates, operating costs, terminal value and discount rate. Cash flow beyond the 5 year period is extrapolated with a long term growth rate. Estimated cash flow and discount rate is after tax.
Discount rate
The discount rate used is 11.6% and is based on Weighted Average Cost of Capital (WACC). The cost of the Group's debt and equity capital, weighted accordingly to reflect its capital structure, gives its weighted average cost of capital. The WACC rates used to discount the future cash flows are based on market risk free interest rate adjusted for inflation differential and also take into account the debt premium, market risk premium, gearing corporate tax rate and asset beta. An increase of the discount rate by 1% will not result in impairment of goodwill.
Growth rates
The basis for determining future growth rate is next year management approved budget, and an estimated sales growth rate based on planned production increase, expansion of route portfolio and expected increase in market share.
Operating costs
The operating costs are estimated based on the budget period and on estimated future development. Consideration is taken to committed operations efficiency programs, and the planned operating expansion. Changes in the outcome of these initiatives may affect future estimated operating costs. A permanent increase of 1% of total costs, with all other assumptions remaining equal, will not result in impairment of assets.
Terminal value
A growth rate of 2% is used in determining cash flow beyond the 5 year period.
Sensitivity
At 31 December 2009, the value in use of the Group was significantly higher than the carrying amount of its goodwill and intangible assets. The impairment calculation is not particularly sensitive to changes in assumptions.
Note 11
Tangible assets
NOK 1 000
Buildings
Aircraft, parts and installations on leased aircraft
Prepayment Boeing contract
Equipment and fixtures
Financial lease
Total
Acquisition cost at 1 January 2008
3 933
300 914
316 546
60 619
0
682 013
Additions
0
373 327
388 619
20 106
0
782 052
Disposals
0
0
0
0
0
0
Acquisition cost at 31 December 2008
3 933
674 242
705 165
80 725
0
1 464 065
Acquisition cost at 1 January 2009
3 933
674 242
705 165
80 725
0
1 464 065
Additions
0
546 073
705 827
19 606
26 468
1 297 974
Disposals
0
-16 557
0
-238
0
-16 795
Acquisition cost at 31 December 2009
3 933
1 203 758
1 410 992
100 093
26 468
2 745 244
Accumulated depreciation at 1 January 2008
0
91 095
0
36 306
0
127 401
Depreciation and impairment
0
59 471
0
13 406
0
72 877
Reversals
0
0
0
0
0
0
Accumulated depreciation at 31 December 2008
0
150 566
0
49 533
0
200 278
Accumulated depreciation at 1 January 2009
0
150 566
0
49 533
0
200 099
Depreciation and impairment
0
89 281
0
19 776
376
109 433
Reversals
0
-10 981
0
-121
0
-11 102
Accumulated depreciation at 31 December 2009
0
228 866
0
69 188
376
298 430
Book value at 31 December 2008
3 933
523 676
705 165
31 014
0
1 263 787
Book value at 31 December 2009
3 933
974 892
1 410 992
30 905
26 092
2 446 814
Estimated useful life, depreciation plan and residual value is as follows:
Useful life
See below
See below
See below
3-9 years
4-20 years
Depreciation plan
See below
Linear
See below
Linear
Linear
Residual value
100%
See below
See below
0%
0%
At 31 December 2009, the Group operated a total of 46 aircraft: 7 owned and 39 leased under operational leases. Operational leases are detailed in note 12.
Aircraft
The group acquired 2 Boeing 737-800 NG aircraft during 2009. Aircraft is decomposed and depreciated over the economic useful life of each component on a straight-line basis. The body of the aircraft is depreciated based on economic useful years, while other components are based on airborne hours and cycles.
The residual value is MNOK 206.1 in total for all owned aircraft and deducted from the depreciable amount of the body of the aircraft. The life expectancy of the body of the aircraft is 25 years on 737-800 and 30 years on 737-300, and the economic life of the owned aircraft is 25 or 30 years less the age of the aircraft at time of purchase.
Installations on leased aircraft
The installations on the leased aircraft include cabin interior modifications and other improvements to the aircraft after lease commencement. The capitalized value is depreciated over the remainder of the aircraft lease, which is between 1-8 years. Linear depreciation is applied and residual value is NOK 0. In 2009 several engines on the leased aircraft were in overhaul, and replacement costs for life limited parts were capitalized in the extent that the costs were improvements to the engines exceeding the requirements specified in the leasing contracts. These components are depreciated at a defined rate per engine cycle, limited to the remainder of the aircraft lease.
Spare parts
Spare parts consist of rotable and repairable parts for aircraft and are depreciated over their useful life. Useful life of spare parts is between 4-10 years. Linear depreciation is applied and 25% of the acquisition cost is calculated as residual value.
Buildings
Buildings consist of 3 apartments in Berlin, purchased in 2007 for the purpose of housing crew and trainees stationed in Berlin on temporary basis. The asset is carried at acquisition cost. The residual value is estimated to equal the acquisition cost.
Prepayments on Boeing contract
In 2007, the Group entered into a purchase contract on 42 new 737-800 aircraft with Boeing Corporation, with an option on 42 additional aircraft. Two aircraft have been delivered in 2009, and 6 purchase options have been exercised. 46 aircraft will be delivered i between 2010 and 2014. Until delivery of the aircraft, the Group will make prepayments to Boeing, following a defined prepayment schedule. The Group capitalizes borrowing costs incurred for the construction of qualifying assets during the period of time that is required to complete the aircraft. Borrowing costs of MNOK 33.5 (2008: MNOK 30.5) have been capitalized during the year. Average capitalization rate of 7.66% (2007: 8.21%) was used. The Group applied fair value hedge accounting of unrecognized firm commitment for the three first quarters of 2008. The hedging relationship was terminated at 16 October 2008. The remaining fair value of the unrecognized firm commitment of MNOK 8.7 at the date of termination was capitalized as a part of the prepayments. Prepayments are not depreciated until the aircraft is delivered and ready to use. The value of prepayments is tested for impairment annually.
Financial lease asset
In 2009, the Group entered into lease agreements related to de-ice equipment and electronic flight bag equipment. The lease agreements are classified as financial leases as all risks and rewards are transferred to the Group after the end of the lease agreement. The financial lease assets are depreciated over their economic useful lives. De-ice equipment is depreciated over 20 years, while electronic flight bag equipment is depreciated over 4 years. Residual value of financial lease assets is 0.
Impairment of tangible assets
In 2009 and 2008 the management determined that the total operations of the Group were its cash generating unit, and as such, there is only one operational segment in the Group. Impairment testing of tangible assets are covered by impairment testing on the whole Group, see note 10 for details.
No impairment losses have been recognized in 2009.
For information regarding assets pledged as collateral for debt, see note 23.
Note 12
Operating leases
The lease agreements for the Boeing 737 aircraft vary between 3 to 8 years with an option to prolong certain agreements. 6 of the aircraft were delivered in 2002, 2 aircraft in 2003, 4 aircraft in 2004, 2 aircraft in 2005, 6 aircraft in 2006, 2 aircraft in 2007, 8 aircraft in 2008 and 9 aircraft in 2009. Renegotiations have resulted in prolonging some of the short-term leases. The contracts for 5 of the aircraft expire in 2010 and for 8 of the aircraft in 2011. The remaining contracts expire in 2012 or later.
Leasing costs expensed on aircraft lease within operational expenses was MNOK 574.0 in 2009 (2008: MNOK 426.6)
In addition, the Group leases 13 cars, and 9 properties in Oslo, Stavanger, Stockholm, Copenhagen and Warsaw. Leasing costs related to cars and properties expensed in other operating expenses in 2009 was MNOK 21.2 (MNOK 19.1 in 2008)
Annual minimum rent on non-cancellable operating lease agreements:
Nominal value 2009
Nominal value 2008
NOK 1 000
Aircraft
Cars
Property
Total
Aircraft
Cars
Property
Total
Within one year
887 912
3 910
17 082
908 905
613 824
560
18 466
632 850
Between 1 and 5 years
2 448 487
14 220
36 668
2 499 375
1 509 123
498
63 326
1 572 947
After 5 years
724 171
7 110
13 233
744 513
552 286
0
19 849
572 134
The aircraft's minimum lease payments consist of ordinary lease payments, contractual payments for maintenance reserves and expensed deferred lease payments resulting from non interest bearing deposits paid at inception of lease agreement.
Note 13
Trade and other Receivables
Spesification of receivables
NOK 1 000
2009
2008
Trade receivables
87 533
121 808
Credit card receivables
435 773
424 054
Deposits
60 211
71 493
Deferred leasing costs
3 491
8 539
Prepaid costs
20 376
19 041
Public duty debt
88 698
57 025
Reimbursements claims maintenance costs
131 786
222 524
Other claims
9 985
5 937
Costs to be reinvoiced
11
63
Prepayments to employees
1 109
418
Prepaid rent
17 311
15 880
Total
856 284
946 783
Due dates
NOK 1 000
2009
2008
Within one year
829 893
914 379
After 1 year
26 391
32 403
Total
856 284
946 783
Currency (NOK 1 000)
2009
2008
DKK
30 698
8 021
EUR
62 159
10 425
GBP
14 610
2 428
NOK
457 557
561 050
USD
212 303
306 449
SEK
72 390
58 331
PLN
6 567
78
Fair value of trade and other receivables
NOK 1 000
2009
2008
Due within one year
829 893
914 379
After one year *)
22 706
28 631
Total
852 600
943 010
For receivables due within one year, fair value is equal to nominal value.
*) Discount rate 5.5 %
Provision for bad debt
NOK 1 000
2009
2008
Balance 1 January
30 269
8 723
Utilized
-2 775
-4 487
Accruals
23 972
28 217
Reversals
-19 810
-2 184
Balance 31 December
31 655
30 269
Changes in provision for bad debt is recognized as other operating expenses.
Overdue accounts receivables
NOK 1 000
2009
2008
Overdue less than 3 months
14 068
39 426
Overdue 3-6 months
6 746
431
Overdue over 6 months
11 711
14 134
Total
32 525
53 991
The majority of accounts receivable overdue is by reason of slow processing of accounts payable with some of our customers, and is not related to any problems with the ability or willingness to pay. Most of the overdue receivables are to handling agents which are also our suppliers.
Maximum exposure to credit risk at 31 December 2009 is MNOK 655.1 (2008: MNOK 768.4).
The Group has deposits as collateral for the Group’s liabilities to suppliers. See note 24 for details on restricted cash.
Non interest bearing deposits are measured at amortized cost in the balance sheet. Deposits denominated in foreign currency are converted using the prevailing exchange rates on the balance sheet date.
Note 14
Inventories
NOK 1 000
2009
2008
Consumables
26 183
22 149
Modification equipment
5 745
8 483
Parts for heavy maintenance
7 917
3 581
Other inventory
980
0
Total
40 825
34 214
In 2009 and 2008 the Group bought parts removed from aircraft engines in relation to heavy maintenance. These parts are held for sale, and sold in secondary markets. Charges for obsolete product in 2009 were MNOK 4.6 (2008: MNOK 0).
Note 15
Equity and shareholder information
At 31 December 2009 the share capital consists of the following share classes;
2009
2008
Issued shares
34 209 858
32 359 778
Net Shares
34 209 858
32 359 778
There is only one class of shares, and all shares have equal rights. Par value per share is NOK 0.1
Number of shares (thousands)
Ordinary shares
Share premium
Total
01 January 2008
20 866
2 087
408 277
410 364
Share issue 5 August 2008
11 494
1 149
380 853
382 002
31 December 2008
32 360
3 236
789 130
792 366
Share issue 2 November 2009
230
23
7 353
7 376
Share issue 18 November 2009
1 620
162
245 514
245 676
31 December 2009
34 210
3 421
1 041 997
1 045 418
All issued shares are fully paid with a par value of 0.1 NOK per share (2008: 0.1 NOK per share). The share issue at 2 November 2009 was related to exercise of employee share options with an exercise price of NOK 32.06. For additional information about the employee share options, see note 17.
Description of items booked directly on shareholders equity:
Translation differences
MNOK -5.0 has been booked as comprehensive income at 31 December 2009 (2008: MNOK 1.3). The translation differences arise from consolidating the subsidiaries Norwegian Air Shuttle Polska SP.zo.o and Norwegian Air Shuttle Sweden AB into Group accounts.
Expenses for share issue
Expenses for share issue, net of tax, in the amount of MNOK 5.4 (2008: MNOK 17.9) have been booked directly in shareholder equity.
Stock option plan
Stock options are granted to management and employees. In 2008 employees were granted stock options in exchange for a voluntary reduction in salary, where the first part of this option plan was exercised in November 2009. Additionally, options were granted to management in 2009, with an expiry in 2010 and 2011. See note 17 for further details. Total stock option expense in 2009 was MNOK 8.4 (2008: MNOK 6.2).
Shareholder structure
The largest shareholders at 31 December 2009 were;
Owner-
Voting-
A-shares
ship
rights
HBK INVEST AS
9 499 116
27.77%
27.77%
AWILCO INVEST AS
2 320 000
6.78%
6.78%
FINNAIR PLC
1 649 862
4.82%
4.82%
SKAGEN KON-TIKI
1 603 900
4.69%
4.69%
SKAGEN VEKST
1 298 700
3.80%
3.80%
DNB NOR NORGE (IV) V
820 340
2.40%
2.40%
VITAL FORSIKRING ASA
767 187
2.24%
2.24%
HOLBERG NORGE
566 760
1.66%
1.66%
GOLDMAN SACHS INT. - EQUITY -
538 580
1.57%
1.57%
HOLBERG NORDEN
505 956
1.48%
1.48%
SEB ENKILDA ASA - EGENKAPITAL -
406 808
1.19%
1.19%
PENSJONSKASSEN STATOIL
392 671
1.15%
1.15%
STATE STREET BANK AN
368 858
1.08%
1.08%
STATE STREET BANK
339 576
0.99%
0.99%
KLP LK AKSJER
300 000
0.88%
0.88%
WARRENWICKLUND NORGE
247 184
0.72%
0.72%
SHB STOCKHOLM CLIENT
222 210
0.65%
0.65%
BARCLAYS CAPITAL SEC
200 000
0.58%
0.58%
DNB NOR SMB VPF
198 811
0.58%
0.58%
KLP AKSJENORGE
197 500
0.58%
0.58%
Other
11 765 839
34.39%
34.39%
Total number of shares
34 209 858
100%
100%
The largest shareholders at 31 December 2008 were;
A-shares
ship
rights
HBK HOLDING AS
4 909 671
15.17%
15.17%
BSB INVEST AS
4 752 991
14.69%
14.69%
DNB NOR NORGE (IV)
1 700 792
5.26%
5.26%
VITAL FORSIKRING ASA
1 667 837
5.15%
5.15%
FINNAIR PLC
1 649 862
5.10%
5.10%
OJADA AS
1 453 986
4.49%
4.49%
SKAGEN VEKST
1 437 678
4.44%
4.44%
AWILCO INVEST AS
1 300 000
4.02%
4.02%
PERESTROIKA AS
1 080 175
3.34%
3.34%
SKAGEN KON-TIKI
1 000 000
3.09%
3.09%
ANKERLØKKEN HOLDING AS
806 454
2.49%
2.49%
GOLDMAN SACHS INT. - EQUITY -
683 948
2.11%
2.11%
HOLBERG NORDEN
666 600
2.06%
2.06%
KLP LK AKSJER
640 000
1.98%
1.98%
HOLBERG NORGE
552 800
1.71%
1.71%
FONDSAVANSE AS
520 459
1.61%
1.61%
VERDIPAPIRFONDET KLP AKSJENORGE
321 400
0.99%
0.99%
AWECO INVEST AS
321 030
0.99%
0.99%
DNB NOR SMB
320 000
0.99%
0.99%
Other
6 574 095
20.32%
20.32%
Total number of shares
32 359 778
100%
100%
Shares and options directly or indirectly held by members of the Board of Directors, Chief Executive Officer and Executive Management:
Name
Title
Shares 1)
Options
Bjørn Kise 2)
Chairman
781 537
-
Ola Krohn Fagervoll
Board Member
15 462
-
Liv Berstad
Board Member
-
-
Marianne Wergeland Jenssen
Board Member
800
-
Linda Olsen
Board Member - Employee repr
-
-
Thor Espen Bråten
Board Member - Employee repr
1 995
2 529
Kenneth Utsikt
Board Member - Employee repr
1 336
956
Bjørn Kjos 3)
Chief Executive Officer
7 998 603
48 052
Frode E Foss
Chief Financial Officer
30 000
46 624
Hans-Petter Aanby
Chief IT Officer
-
46 636
Asgeir Nyseth
Chief Operating Officer
5 200
46 655
Daniel Skjeldam
Chief Commercial Officer
-
43 039
Anne-Sissel Skånvik
Senior Vice President Corporate Communications
-
20 000
Gunnar Martinsen
Senior Vice President HR and Organisation
8 165
20 000
1) Including shares held by related parties
2) Bjørn Kise holds 8.2 % of HBK invest AS
3) Bjørn Kjos holds 84.1 % of HBK Invest AS
Specification of other reserves
Available-for-sale financial assets
Translation differences
Total
01 January 2008
0
-4 550
-4 550
Available for sale financial assets
-4 376
0
-4 376
Translation differences
0
1 293
1 293
01 January 2009
-4 376
-3 257
-7 633
Available for sale financial assets
1 608
0
1 608
Translation differences
0
-5 007
-5 007
31 December 2009
-2 768
-8 264
-11 032
Note 16
Earnings per share
Basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period, while diluted earnings per share calculations are performed using the average number of common shares and dilutive common shares equivalents outstanding during each period. When net earning for the year is negative, diluted earnings per share are set equal to basic earnings per share.
NOK 1 000
2009
2008
Profit
446 251
3 944
Average number of shares outstanding
32 499 404
25 526 209
Average number of shares and options outstanding
33 463 429
27 089 077
Basic earnings per share
13.73
0.15
Diluted earnings per share
13.34
0.15
2 009
2 008
Average number of shares outstanding
32 499 404
25 526 209
Dilutional effects
Stock options
964 025
0
Average number of shares outstanding adjusted for dilutional effects
33 463 429
25 526 209
In 2008, underwritten rights issues of 11,494,252 new shares were issued by the parent company at a subscription price of NOK 34.8 per share, with subscription rights for shareholders as of end of 5 August 2008. The subscription price was set at 30% discount to the volume weighted average trading price on Oslo Stock Exchange during the last five trading days prior to the day of the extraordinary general meeting. The bonus in subscription price is reflected in basic earnings per share. An adjustment factor of 1.075 is used in the calculation.
Note 17
Options
On 24 October 2007 the Board issued, in accordance with the authorization from the general meeting on 3 May 2007, 269,000 stock options to the company management team. The stock options had an exercise price of NOK 173.07. All options expired in 2009.
The Board issued 561,301 stock options to employees on 10 September 2008 in accordance with the authorization from the extraordinary general meeting on 5 August 2008. The stock options have an exercise price of NOK 32.06, equal to the 30% discounted volume weighted share price during the period 26-29 August 2008. The stock options vested 1 October 2009, and may be exercised within a period of two years. The first 50% of the stock options can be exercised during determined periods of exercise. The second 50% of the stock options can be exercised only after the third quarter financial report for 2010. Stock options which are not exercised within 31 October 2010 will expire.
On 20 July 2009 the Board issued, in accordance with the authorization from the general meeting, 384,000 stock options to the management and key personnel. The stock options have an exercise price of NOK 67.00, equal to the average share price the last trading days before issue, plus 10%. The stock options may be exercised within a period of two years and 3 months, whereas the first 50% of the stock options may be exercised one year after grant date and vest 20 July 2010, and the second 50% of the stock options may be exercised two years after grant date.
The stock option program is expensed at fair value over the vesting period. Fair value calculations are conducted using Black & Scholes option pricing model.
There are no market conditions linked to the vesting of the options. The fair value of the options is expensed linear over the vesting period. The cost is offset in other paid in capital.
The following estimates are used in calculating fair value;
2009
2008
Dividend (%)
0%
0%
Expected volatility (%)
58.01%
54.69%
Historic volatility (%)
58.01%
54.69%
Risk free interest (%)
2.13%
5.86%
Expected lifetime (year)
2.25
1.12
Share price at grant date
59.50
39.00
Expected lifetime assumes that stock options are exercised at expiration. Expected volatility is based on the historical volatility over the most recent period that corresponds with the expected life of the option. There is a cap on the options granted in 2009 limiting the proceeds from the options to three times the participants' annual base salary. Furthermore, the participants in the 2008 - program must cover the social security tax incurred for option gains where the share price exceeds NOK 64.12. These limitations are taken into account when calculating the option values.
The option program is expensed with MNOK 8.4 in 2009 and MNOK 6.2 in 2008.
2009
Weighted avg.
2008
Weighted avg.
Shares
exerc. Price
Shares
exerc. Price
Outstanding at the beginning of the period
829 690
77.7
269 000
173.1
Allocated
384 000
67.0
561 301
32.1
Exercised
230 080
32.1
0
0
Terminated
4 009
32.1
611
32.1
Forfeited
0
0
0
0
Expired
269 000
173.1
0
0
Vested options
48 290
32.1
134 500
173.1
Weighted average of fair value of options allocated in the period
384 000
15.4
561 301
13.3
Outstanding at the end of the period
710 601
50.9
829 690
77.8
2009
Outstanding options
Vested options
Strike price (NOK)
Outstanding options by 31 December 2009
Weighted average remaining lifetime (yrs)
Weighted average strike price
Vested options by 31 December 2009
Weighted average strike price
0.00 - 35.00
326 601
0.8
32.1
48 290
32.1
35.00 -
384 000
1.8
67.0
0
0
Total
710 601
1.4
50.9
48 290
32.1
2008
Outstanding options
Vested options
Strike price (NOK)
Outstanding options by 31 December 2008
Weighted average remaining lifetime (yrs)
Weighted average strike price
Vested options by 31 December 2008
Weighted average strike price
0.00 – 100.00
560 690
1.83
32.1
0
0
100.00 – 200.00
269 000
0.8
173.1
134 500
173.1
Total
829 690
1.5
77.8
134 500
173.1
Norwegian Air Shuttle ASA has implemented a share purchase savings program for the employees, where the employees, by deductions in salary, purchase shares in the parent company and the company will fund up to 50% of the purchased shares, limited to NOK 6000 per year. In addition the company will distribute bonus shares depending on the total amount of purchased shares per employee.
Fair value of the bonus shares are measured at the date of grant using Black & Scholes option pricing model. The fair value of the bonus shares and the corresponding estimated social security cost are expensed as personnel costs over the vesting period. Changes in estimated social security cost are expensed over the remaining vesting period. At 31 December 2009, MNOK 0.2 (2008: MNOK 0.2) was expensed related to the bonus share scheme.
Note 18
Pensions
Defined contribution plan
Norwegian Air Shuttle Sweden AB's post employment benefits consist of both defined contribution plans and defined benefit plans. Under a defined contribution plan, the Company’s only obligation is to pay a fixed premium to a separate entity (a fund), and will have no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks fall on the employee. The expenditures for defined contribution plans are recognized as costs during the period when the employee provides service. Under a defined benefit plan it is the Company’s obligation to provide agreed benefits to current and former employees. The related actuarial and investment risks fall on the Company.
The pension plans of certain employees are secured through insurance at Alecta. Alecta has not been able to produce the necessary information that Swedish companies need to account for defined benefit plans according to IAS 19. These pension plans are therefore accounted for as defined contribution plans.
For the defined contribution plans Norwegian Air Shuttle Sweden AB pays premiums to public or private administrative pension plans on mandatory, contractual or voluntary basis. The Company has no further obligations once these premiums are paid. The premiums are accounted for as personnel expenses once paid. Pre-paid premiums are accounted for as an asset to the extent that future benefits can be determined as plausible.
A total of 108 employees were included in the pension plan at 31 December 2009 (2008: 140). Total pension costs expensed in profit or loss in 2009 was MNOK 12.2 (2008: MNOK 16.4)
Defined benefit plan
All employees in Norway participate in a defined benefit plan. The benefits are mainly dependent on pension entitlement earned, salary at the time of retirement and the size of payments from the National Insurance. The liabilities are covered through Vital AS. The plan also covers a life insurance and disability insurance. Per 31 December 2009, a total of 1,465 employees were active members (2008: 1,238), and 30 (2008: 24) were on pension retirement. In addition, employees are included in the early retirement scheme (AFP), which is an unfunded plan for retirement right at the age of 62. The AFP is a multi-employer plan, where the Norwegian state pays a contribution of 40% of paid pensions for the retired persons older than 64 years. The Group payments of contribution to the plan are recognized as an expense in the income statement as incurred. The Group also pays 25% of the pension paid to own pensioners. This is an obligation for the Group that is not funded. The AFP obligation for the Group is shown under the heading "unfunded". At 31 December 2009, 495 employees were active in the AFP pension plan (2008:421), and no employees had retired in the AFP pension plan.
The Scheme is in compliance with the act on occupational pensions.
The pension obligation is calculated on linear accumulation. Changes in the obligation due to changes in and deviations from the estimated assumptions, are spread over the estimated average remaining vesting period for the part of deviations that exceeds 10% of the gross pension liability. Pension costs for the year for the Groups defined benefit plans are calculated by independent actuaries and are based on information as of 1 January 2009. Management has made an assessment of changes in estimates and basis of calculation, these changes have no material impact on the pension cost for 2009. However, in 2008, estimated number of employees at 1 January 2008 was significantly lower than the actual number of employees in 2008. The deviation resulted in an additional pension expense in 2008 of MNOK 22.8 (incl employer’s contribution).
Risk tables for death and disability are based on the most commonly used statistics in Norway, (K-2005) and (IR 02) respectively.
Pension expense (NOK 1 000)
Funded
Unfunded
Total 2009
Total 2008
Net present value of benefits earned
102 828
518
103 346
90 271
Interest cost on pension liability
14 598
76
14 674
11 111
Return on plan assets
-15 594
0
-15 594
-11 459
Administrative expenses
2 485
0
2 485
0
Recognized actuarial gains/losses
6 554
27
6 581
1 895
Social security tax
14 709
84
14 793
12 679
Net pension expense defined benefit plans
125 580
705
126 285
104 497
Pension expense on defined contribution plans
12 200
16 397
Total pension expense
138 485
120 894
Defined benefit liability and fund (NOK 1 000)
2009
2008
Funded
Unfunded
Total
Funded
Unfunded
Total
Change in present value of defined benefit liability:
Gross pension liability 01.01
394 094
2 029
396 123
248 228
1 173
249 401
Current service costs
102 828
518
103 346
89 860
411
90 271
Interest cost
14 598
76
14 674
11 058
53
11 111
Actuarial gains/losses
-25 314
42
-25 272
49 948
392
50 340
Benefits paid
-5 150
0
-5 150
-5 000
0
-5 000
Gross pension liability 31.12
481 056
2 665
483 721
394 094
2 029
396 123
Change in fair value of plan assets:
Fair value of pension assets 01.01
233 000
0
233 000
175 000
0
175 000
Expected return
15 594
0
15 594
-6 150
0
-6 150
Actuarial gains/losses
-28 148
0
-28 148
2 549
0
2 549
Administrative expenses
-2 485
0
-2 485
0
0
0
Contributions paid
88 801
0
88 801
66 601
0
66 601
Benefits paid
-5 150
0
-5 150
-5 000
0
-5 000
Fair value of plan assets 31.12
301 612
0
301 612
233 000
0
233 000
Net pension liability
179 444
2 665
182 109
161 094
2 029
163 123
Unrecognized actuarial gains/losses
-98 189
-473
-98 662
-123 748
-561
-124 309
Social security tax
13 844
267
14 111
22 714
286
23 000
Net recognized pension liability 31.12
95 099
2 459
97 558
60 060
1 754
61 815
2009
2008
Actual return on pension funds *)
5.40%
0.30%
Expected contribution to be paid next year
83 300
80 000
Expected benefits to be paid next year
5 163
5 150
*) actual return on pension funds is based on reported amounts per first quarter each year
The net pension liability is based on several assumptions. The discount rate is based on long term government bonds in Norway, with adjustments for duration. The pension liability’s average duration is 25 years. Wage adjustments, pension adjustments and the expected growth in state pensions are based on historical observations for the Group, and an expected long term inflation rate of 2.5 %.
2009
2008
Discount rate
4.4%
3.8%
Expected return on pension funds
5.6%
5.8%
Wage adjustments
4.0%
3.8%
Increase of social security base amount (G)
4.0%
3.8%
Future pension increase
1.3%
1.8%
Average turnover
2-10 %
0-10 %
The Groups pension fund is invested in the following instruments:
2009
2008
Equity
9.8%
24.8%
Bonds
19.0%
21.5%
Money market funds
16.3%
7.5%
Hold-to maturity bonds
36.4%
27.7%
Real estate
16.6%
15.6%
Various
1.2%
2.9%
The table shows actual distribution of plan assets at 30 September 2009 and at 31 December 2008.
Historical information
NOK 1 000
2009
2008
2007
2006
2005
Present value of defined benefit obligation
483 721
396 123
249 401
185 325
152 752
Fair value of plan assets
301 612
233 000
175 000
137 516
99 714
Deficit/(surplus) in the plan
182 109
163 123
74 401
47 809
53 038
Experience adjustments on plan liabilities
-25 272
50 340
19 506
-1 646
24 346
Experience adjustments on plan assets
-28 148
2 549
-2 375
3 039
-1 972
Sensitivity
The sensitivity analysis shows effects on net pension liability and pension expense if the discount rate and wage adjustment used in the actuarial calculations had been 1% higher (+)/lower (-) at 1 January 2009;
Sensitivity analysis pensions 2009
(NOK 1 000)
Discount rate
Wage adjustment
+ 1%
- 1%
+ 1%
- 1%
Net pension liability 31 December 2009 (%)
-16%
21%
8%
-9%
Net pension expense 2009 (%)
-17%
21%
16%
-16%
Net pension liability 31 December 2009
81 949
118 046
105 363
88 778
Net pension expense 2009
104 817
152 805
146 491
106 079
Note 19
Provisions
Periodic maintenance on leased Boeing 737 and MD-80 aircraft
NOK 1 000
2009
2008
Opening balance
114 090
101 042
Utilized
-858 976
-313 128
Accruals
877 484
326 175
Reversals
0
0
Closing balance
132 598
114 090
Classified as short term liabilities
62 262
0
Classified as long term provision
70 336
114 090
The lease contracts require the aircraft to be returned at the end of the lease term in accordance with specific redelivery conditions stated in the contract. In addition, the Group is obliged to follow the maintenance program as defined by Boeing. To meet this requirement, the Group carries out maintenance on aircraft, both regularly and at the expiration of the leasing period. The overhaul and maintenance of the aircraft is a contractual obligation under the lease. The specific event that gives rise to the obligation is each airborne hour or cycle completed by the aircraft as these determine the timing and nature of the overhaul and maintenance that must be carried out. In some of the contracts, there is a degree of uncertainty concerning which maintenance is covered by the maintenance funds, and the provision for this increase in expenses for the Group is distributed over the period until the maintenance is conducted.
The estimation technique for maintenance reserve contribution (MRC) accruals is based on contractual payments for maintenance and mandatory maintenance. The estimated costs of overhaul and maintenance are based on the Group’s maintenance program and contractual prices. In addition, accruals are set to meet redelivery conditions for leased aircrafts. Accruals are highly dependent on redelivery date and redelivery conditions in the different lease terms. In the case of prolonging the lease agreement, estimates on maintenance costs will be revised.
Parts of the periodic maintenance will be performed in 2010, and MNOK 62.4 is classified as short term liability for periodic maintenance (2008: MNOK 0). The short term part of periodic maintenance is estimated based on planned maintenance in 2010. The amounts for 2008 are not restated.
Sensitivity
An analysis of the sensitivity on the MRC accruals is shown below;
2009 (NOK 1 000)
5% increased production
5% decreased production
MRC accruals*:
4.20%
-4.20%
5 569
(5 569)
*Based on MRC accruals 2009. Any changes in future maintenance due to increased/decreased production is not included
2009 (NOK 1 000)
1 year lease extension
1.5 year lease extension
2 year lease extension
MRC accruals*:
29.10%
40.50%
50.40%
38 586
53 702
66 830
*Based on MRC accruals 2009. Any changes in future maintenance due to lease extension are not included
Note 20
Financial instruments
Financial instruments by category (NOK 1 000)
The accounting policies for financial instruments have been applied to the line items below (NOK 1 000):
31 December 2009
31 December 2008
Assets as per balance sheet
Loans and receivables
Fair value through profit or loss
Available-for-sale
Total
Loans and receivables
Fair value through profit or loss
Available-for-sale
Total
Available-for-sale financial assets
0
0
7 236
7 236
0
0
5 628
5 628
Derivative financial instruments
0
23 688
0
23 688
0
18 360
0
18 360
Trade and other receivables *)
728 779
0
0
728 779
854 355
0
0
854 355
Cash and cash equivalents
1 408 475
0
0
1 408 475
607 536
0
0
607 536
Total
2 137 253
23 688
7 236
2 168 177
1 461 891
18 360
5 628
1 485 878
*) Prepayments not included in trade and other receivables
127 505
60 024
31 December 2009
31 December 2008
Liabilities per balance sheet
Fair value through profit or loss
Other financial liabilities
Total
Fair value through profit or loss
Other financial liabilities
Total
Borrowings
0
1 583 010
1 583 010
0
698 330
698 330
Derivative financial instruments
1 227
0
1 227
104 325
0
104 325
Trade and other payables
0
656 250
656 250
0
618 014
618 014
Total
1 227
2 239 260
2 240 487
104 325
1 316 344
1 420 668
*) Public duties not included in trade and other payables
90 299
76 818
See note 22 for details related to borrowings.
Credit quality of financial asset
(NOK 1 000)
Trade receivables
2009
2008
Counterparties with external credit rating A or better
0
424 054
Counterparties without external credit rating
728 779
121 808
Total trade receivables
728 779
545 861
Cash and cash equivalents
2009
2008
AA-
1 021 335
606 611
BBB +
387 140
925
Total cash and cash equivalents
1 408 475
607 536
Derivative financial assets
2009
2008
AA-
23 688
18 360
Total derivative and financial assets
23 688
18 360
Available-for sale financial assets
(NOK 1 000)
2009
2008
Januar 1st
5 628
225 761
Additions
0
0
Sale
0
-213 945
Net gains/(losses) recognised in comprehensive income
1 608
-4 376
Net gains/(losses) recorded in profit and loss
0
-1 812
December 31st
7 236
5 628
Non-current portion
7 236
5 628
Current portion
0
0
Available-for-sale financial assets at 31 December 2009 consist of an investment in unlisted equity instrument in Silver Pensjonsforsikring. The fair value of available for sale financial assets is MNOK 7.2 (2008: MNOK 5.6). Fair value of the equity investment is estimated by using calculations of fair value per share from Holberg Fondsforvaltning AS multiplied with the number of shares held in the investment. Holberg Fondsforvaltning AS is a professional investment manager situated in Norway. The fair value of the shares is assessed to be a best estimate for the market value of the investment.
The Group sold an investment in debt security in 2008 amounting to MNOK 213.9 and realizing a net loss of MNOK 2.5 related to the investment. Interest income earned on the debt security in 2008 was MNOK 0.7. Additionally, an increase in fair value of MNOK 1.6 (reduction 2008:MNOK 4.4) was recognized in comprehensive income on investment in the unlisted equity instrument. Available-for-sale financial assets are denominated in NOK.
Derivative financial instruments
2009
2008
Assets
Liabilities
Assets
Liabilities
Forward foreign exchange contracts
0
1 227
18 360
0
Forward commodities contracts
23 688
0
0
104 325
Total
23 688
1 227
18 360
104 325
Non-current portion:
0
0
0
0
Current portion:
23 688
1 227
18 360
104 325
Trading derivatives are classified as current assets or liabilities.
There are no effects from fair value hedges in 2009, as fair value hedge accounting has not been applied in 2009. The ineffective portion recognized in profit or loss in 2008 that arises from fair value hedges amounts to a gain of MNOK 358.3. The total amount from derivatives that do not qualify for hedge accounting amounts to a gain of MNOK 49.3 (2008: loss of MNOK 147.8). See details under the specification of ‘other losses/(gains) – net´ below.
Forward foreign currency contracts
The fair value of the outstanding forward foreign currency contracts at 31 December 2009 were MNOK -1.2 (2008: MNOK 18.4). At 31 December 2009, the Group had forward foreign currency contracts to partially secure future payments of aircraft leases, fuel payments, heavy maintenance cost and other operating costs denominated in USD. These contracts are used to minimize the currency risk related to future payments.
Forward commodities contracts
Forward commodities contracts relates to jet-fuel derivatives. The fair value of the outstanding forward commodities contracts at 31 December 2009 were MNOK 23.7 (2008: MNOK -104.3). At 31 December 2009, the Group had 21 unrealized jet-fuel derivative contracts. These contracts are expected to minimize the jet-fuel price risk related to future jet-fuel purchases. The Group had 3 jet-fuel derivatives at 31 December 2008, all of which were realized during 2009.
The forward currency contracts and forward commodities contracts mature at various dates during the next 12 months.
Fair value is calculated using marked to market from financial institutions. Spot price in the marked to market calculations are based on mid-prices as set by the financial institutions (Nordea and DnB Nor) at the balance sheet date.
Other losses/(gains) – net
2009
2008
Financial assets at fair value through profit or loss
- Fair value losses
121 400
191 945
- Fair value gains
-170 714
-44 177
Total
-49 315
147 768
Ineffectiveness on fair value hedges
0
-358 264
No financial instruments were designated as hedging instruments in 2009. Losses and gains on financial asset and financial liabilities at fair value through profit or loss are classified as ‘other losses/(gains) – net’. Hedge ineffectiveness on fair value hedges are classified as financial items (see note 8). The ineffective portion recognized in the profit or loss in 2008 that arises from fair value hedges amounts to a gain of MNOK 358.3.
Note 21
Trade and other payables
NOK 1 000
2009
2008
Accrued vacation pay
97 347
76 927
Accrued airport and transportation taxes
178 395
76 779
Accrued expenses
138 690
233 274
Trade payables
220 007
221 338
Payable to related party
0
0
Public duties
90 299
76 818
Other short term provisions
21 811
9 696
Total
746 549
694 832
The short term payables and provisions are non interest bearing and are due within the next 12 months.
Note 22.1
Borrowings
Nominal value
NOK 1 000
2009
2008
Nominal value bond issue
563 000
300 000
Amortization
-2 006
-1 303
Bond as at 31 December at amortized cost
560 994
298 697
Effective interest rate for the year ended 31.12.2009 was 8.4% (2008:8.6%).
NOK 1 000
2009
2008
Nominal value facility agreement
628 394
408 219
Amortization
-4 784
-8 586
Facility as at 31 December at amortized cost
623 610
399 632
Effective interest rate for the year ended 31.12.2009 was 7.8% (2008:5.6%).
NOK 1 000
2009
2008
Nominal value aircraft financing
400 682
0
Amortization
-31 106
0
Aircraft financing as at 31 December at amortized cost
369 577
0
Effective interest rate for the year ended 31.12.2009 was 5.4%.
NOK 1 000
2009
2008
Nominal value financial lease liability
28 829
0
Amortization
0
0
Financial lease liability as at 31 December at amortized cost
28 829
0
Effective interest rate for the year ended 31.12.2009 was 0.6%.
Classification of borrowings
NOK 1 000
2009
2008
Non-current
Bond issue
398 296
298 697
Facility agreement
144 747
142 176
Aircraft financing
335 833
0
Financial lease liability
28 829
0
Total
907 705
440 873
Current
Bond issue
162 698
0
Facility agreement
478 863
257 456
Aircraft financing
33 743
0
Financial lease liability
0
0
Total
675 304
257 456
Total borrowings
1 583 010
698 329
Collateralized borrowings are detailed in note 23.
Covenants
Bond issue
Equity/Capital Employed higher than 30%
(Capital Employed = equity + borrowings)
Dividend payments less than 35% of net profit
Revolving credit facility
For the revolving credit facility it is agreed covenants linked to cash and cash equivalents in a ratio related to operating cost. In addition it is agreed a covenant linked to gearing (net debt to total capital). Both covenants must be in breach simultaneously in order to be in non-compliance with the covenants.
Aircraft financing
No financial covenants. All borrowings related to delivery of new 737-800 aircraft from Boeing are guaranteed by the Ex-Im Bank of the United States. The Ex-Im Bank of the United States has pledged security in the owned aircraft delivered under the Boeing contract.
There are no covenants related to the financial lease liability.
The Group has not been in breach of any covenants during 2009.
Fair value calculations
The carrying amounts and fair values of the non-current borrowings are as follows;
Carrying amounts
Fair Value
2009
2008
2009
2008
Bond issue
398 296
298 697
400 000
279 928
Facility agreement
144 747
142 176
144 747
142 176
Aircraft financing
335 833
0
347 149
0
Financial lease liability
28 829
0
23 745
0
Fair value of non-current borrowings on the facility agreement equals the carrying amount as transaction costs deducted from the notional amount are higher than future interest payments. The fair value of current borrowings approximates their carrying amount as the impact of discounting is not significant. The fair value of non-current borrowings are based on cash flows discounted using a rate based on the following assumptions:
Bond Issue
Interest rate of NIBOR 3 m and a risk premium equal to the spread at the balance sheet date. The bond issue is an unsecured bond issue denominated in NOK and matures 17 December 2012. The coupon is NIBOR + 5.75%.
ISIN: NO001 0560915
Name: Norwegian Air Shuttle ASA 09/12 FRN
ISIN: NO 001 0363476, Open bond issue matures 19 April 2010 and is classified as short term.
Facility agreement
Interest rate of LIBOR 1 m and a risk premium equal to the spread at the balance sheet date. The facility agreement was entered into in 2008 with the French financial institution; Natixis. The facility will finance pre-delivery-payments (PDP's) related to the first 10 aircraft in the Boeing contract.
The borrowings mature at the delivery of each aircraft. See note 2 for further maturity analysis of borrowings. The facility agreement is denominated in USD.
Aircraft financing
Fixed interest rate based on LIBOR 7 y and a risk premium equal to the spread at the balance sheet date. The spread is not entity specific, as the agreed spread is based on overall credit risk in the financial markets in the United States.
The borrowings mature quarterly after delivery of the aircraft from Boeing. See note 2 for further maturity analysis of borrowings. The aircraft financing is denominated in USD.
Financial lease liability
The liability is de facto secured in the financial lease asset, as the rights and obligations of the leased asset is returned to the lessor if the lease agreement is not fulfilled.
The discount rates used to calculate the fair value of the financial lease liability equals the risk free interest rate and spread related to unsecured bond issue. The financial lease liability is denominated in NOK.
Future minimum lease payments under financial lease liability
(NOK 1 000)
2009
2008
Future minimum lease payments
-No later than 1 year
6 129
0
-Between 1 and 5 years
19 003
0
-Later than 5 years
10 026
0
Total
35 158
0
Future finance charges on financial lease liability
6 329
0
Present value of financial lease liability
28 829
0
Note 23
Assets pledged as collateral and guarantees
Liabilities secured by pledge (NOK 1 000):
2009
2008
Facility agreement
623 610
399 632
Aircraft financing
369 577
0
Financial lease liability
28 829
0
Total
1 022 016
399 632
Prepayments on the first 10 aircraft in the purchase contract with Boeing (see note 11) are pledged as collateral for the revolving credit facility (see note 22). The owned aircraft (see note 11) is pledged as collateral for the aircraft financing (see note 22). There is no pledged collateral for the financial lease liability, but the financial lease asset is an actual security for the financial lease liability through fulfilment of the lease agreement.
Bank guarantees are granted for leasing liabilities for aircraft, suppliers of fuel and handling services, as well as airport charges from airports and governments.
Book value of assets pledged as security and guarnatees (NOK 1 000)
2009
2008
Cash depot
132 476
116 837
Prepayment and aircraft
1 874 718
499 416
Financial lease asset
26 092
0
Total
2 033 286
616 253
Note 24
Bank deposits
Cash and cash equivalents
NOK 1 000
2009
2008
Cash in bank
1 021 335
606 611
Cash equivalents
387 140
925
Total
1 408 475
607 536
Deposits in money market funds are classified as cash equivalents, as the underlying maturity of the deposits are 3 months or less. At 31 December 2009, the interest terms on the cash deposits on folio accounts is 1 month NIBOR - 0.15 to - 0.30% p.a. Interest terms on restricted cash deposits on folio accounts is 1 month NIBOR - 0.15% p.a.
Receivables on credit card companies are included in trade receivables. See note 13.
Restricted cash items are as follows:
NOK 1 000
2009
2008
Guarantees for leases and credits from suppliers
132 476
116 837
Taxes withheld
46 847
34 275
Total
179 323
151 113
Note 25
Investment in subsidiaries
Norwegian Air Shuttle Polska SP.zo.o
The subsidiary was established in 2006 and is 100% owned. All of the Group’s revenue generating assets is owned by Norwegian Air Shuttle ASA. The Group’s operations are mainly carried out from the base in Norway, but two of the aircraft in the fleet are designated to the Polish operations and are operating to and from the Warsaw base. The Polish subsidiary is supplying the crew and some lighter maintenance on the aircraft.
Norwegian Air Shuttle Sweden AB
The subsidiary was purchased 31 July 2007. The Group owns 100 % of the shares in Norwegian Air Shuttle Sweden AB. The total purchase price was MNOK 199.8. The company is based at Arlanda Airport, Stockholm, Sweden. The Swedish subsidiary is supplying the crew and some lighter maintenance on the aircraft. Transactions between parent company and the Swedish subsidiary during 2009 consisted of the supply of personnel and transfer of airline operations. On 1 July 2009, the entire airline operation in Norwegian Air Shuttle Sweden AB was transferred to Norwegian air Shuttle ASA through purchase of assets. Pro et contra payments from the business combination were settled in 2008.
Call Norwegian AS
On 14 January 2008 the Group established Call Norwegian AS, and owns 100% of the shares. The company provides mobile- and content services, mobile broadband, airport wi-fi and PC packages to external customers in the mass market.
NAS Asset Management Ireland Ltd
On 15 July 2008 the Group established NAS Asset Management Ltd, a special purpose entity (SPV), and owns 99.9% of the shares. NAS Asset Management Norway AS owns the remaining 0.1% of the shares. The company is incorporated in Ireland and established for aircraft financing purposes.
NAS Asset Management Norway AS
On 15 July 2008 the Group established NAS Asset Management Norway AS, a special purpose entity (SPV), and owns 100% of the shares. NAS Asset Management Norway AS was established for aircraft financing purposes.
Management believes that all inter-company transactions are handled in accordance with the arm’s length principle.
Name
Date of initiation/aquisition
Office
Number of shares
Ownership
Norwegian Air Shuttle Polska SP.zo.o
2006
Warsaw, Poland
50 000
100%
Norwegian Air Shuttle Sweden AB
31.07.2007
Stockholm, Sweden
20 000
100%
Call Norwegian AS
14.01.2008
Fornebu, Oslo
1 000 000
100%
NAS Asset Management Ireland Ltd
15.07.2008
Dublin, Ireland
1 000
100%
NAS Asset Management Norway AS
15.07.2008
Fornebu, Oslo
100
100%
Note 26
Investment in associated company
Norwegian Air Shuttle ASA has the following investments in associates:
Entity
Country
Industry
Ownership interest
Carrying amount 31.12.2008
Net profit (loss) 2009
Carrying amount 31.12.2009
Norwegian Finans Holding ASA
Norway
Financial Institution
20%
44 743
3 200
47 943
The associated company, Norwegian Finans Holding ASA, owns 100% of the shares in Bank Norwegian AS. Norwegian Air Shuttle ASA owns 20% of the shares in Norwegian Finans Holding ASA. The company is situated in Oslo, Norway. The equity method is applied in accounting for the investment, and the Group’s share of the associated company’s profit and loss is included the carrying amount. The Group’s share of the results and its aggregate assets and liabilities in the associated company, are as follows;
2009 (NOK 1 000)
Entity
Country
Assets
Liabilities
Revenues
Profit / (Loss)
Interest held %
Norwegian Finans Holding ASA
Norway
411 627
369 957
23 332
3 200
20%
Note 27
Related party transactions
Transactions with related parties
The Chief Executive Officer is the principal shareholder in Norwegian Air Shuttle ASA with an ownership share of 27.27 % through the controlling ownership of HBK Invest AS. The Chairman of the Board owns minority shares in HBK Invest AS. There have been no financial transactions between HBK Invest AS and Norwegian Air Shuttle ASA in 2009 or 2008.
The Chairman of the Board, Bjørn Kise is a partner, and the CEO is a former partner in the law firm Vogt & Wiig which is the legal advisor of Norwegian Air Shuttle ASA.
The parent company has received commission from the associated company in 2009. The commission relates to sales performed by the parent company's customers using 'Bank Norwegian' credit cards. The total commission for 2009 is enclosed in the table below. There are no inter-company receivables or - payables at 31 December 2009.
No loans or guarantees have been issued to related parties in 2009 or 2008.
See note 7 for details on key management compensation and note 15 for shares and options held directly or indirectly by members of the Board of Directors, CEO and Executive Management.
Terms and conditions for transactions with related parties
Management believe that transactions with related parties are performed at arm’s-lengths conditions. Terms and principles for transactions with related parties are continuously evaluated.
The following transactions were carried out with related parties:
Sales (-) and purchases (+) of goods and services (excl VAT)
2009
2008
- Vogt & Wiig (legal services)
3 447
4 481
- Associate (commission)
(9 540)
(5 229)
Year-end balances arising from sales/purchases of goods/services (incl VAT)
2009
2008
Receivables from related parties (note 13)
- Vogt & Wiig (legal services)
0
0
- Associate (commission)
850
0
Investment in related parties
2009
2008
- Associate (subordinated loan)
30 088
0
Note 28
Contingencies and legal claims
Law suit
On 17 November 2006, Norwegian Air Shuttle ASA (“Norwegian”) filed a civil action against SAS Braathens AS (now SAS Scandinavian Airlines Norge AS) and SAS AS (publ.) for unjustified access to and improper use of sensitive trade secrets. The access was gained through the booking system Amadeus in the period from September 2002 to November 2005. SAS obtained price sensitive information about routes flown by both SAS and Norwegian. Norwegian is claiming damages for the illegal actions.
Asker & Bærum tingrett ruled in favour of Norwegian in May 2008. Norwegian received damages of NOK 132 million for the economic loss resulting from SAS’s misuse of Norwegian’s trade secrets in addition to legal costs of NOK 7 million. Both parties have appealed. The hearings before the Court of Appeals were finalized in November 2009. The Court of Appeals has not yet rendered its judgment.
SAS’ payment obligations from Asker & Bærum tingrett have been secured by a bank guarantee of NOK 146 million which includes legal costs and interests.
In 2006 the Norwegian authorities filed charges against SAS for unjust access to Norwegian’s trade secrets. SAS was sentenced in Borgarting Court of Appeal after the Norwegian Supreme Court in December 2007 upheld the ruling from Borgarting Court of Appeal.
The outcome of the civil action is not dependent on the ruling in the criminal action. See also note 30.
Note 29
Commitments
In August 2007, Norwegian Air Shuttle ASA entered a purchase agreement of 42 new Boeing 737-800 aircraft with Blended Winglets. The aircraft have a list price of USD 3.1 billion. Parallel to this, Norwegian Air Shuttle ASA has ensured the purchase rights for an additional 42 aircraft of the same model from Boeing.
In October 2009 Norwegian exercised 6 purchase rights, making the total order for direct-by for Boeing 737-800 aircraft 48. Remaining purchase rights as of 31 December 2009 are 42 aircraft.
During 2009 Norwegian received the first two aircraft. The remaining 46 aircraft will be delivered over a five-year period from 2010 through 2014. The purchase price will be paid over several USD instalments before delivery of each aircraft.
For further commitments on the aircraft leases, see note 12.
Note 30
Events after the balance sheet date
In March 2010 the Court of Appeals awarded Norwegian damages of NOK 160 million in addition to legal costs of NOK 14.7 million in the civil action against SAS for economic loss resulting from SAS’ abuse of Norwegian’s trade secrets. Whether it will be appealed against the judgement was not determined at the time of printing. See also note 28.
SAS’ payment obligations stemming from the Court of Appeal ruling has been secured by a bank guarantee which includes legal costs and interest.
In March 2010 Norwegian Air Shuttle ASA signed a 10 years rental contract with related party HBK Invest AS for its new head office at Oksenøyveien 3, Fornebu.