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Norwegian Air Shuttle ASA

Note
NOK 1 000
2009
2008
Cash flows from operating activities;
Profit before income tax
408 126
249 432
Depreciation, amortization
135 648
89 571
Impairment of shares in subsidiaries
260 727
0
Valueadjustment financial assets
-1 608
4 376
Pension expense without cash effect
32 664
28 505
(Gain)/loss on investment in associated company
-3 200
8 773
Employee option cost
8 678
6 197
Change in inventories, accounts receivable and accounts payable
-34 800
-271 058
Change in air traffic settlement liabilities
263 931
40 150
Change in other current assets and current liabilities
-68 388
-315 299
Net cash flow from operating activities
1 001 777
-159 352
Cash flows from investing activities;
Prepayments aircraft purchase
-683 764
-349 436
Purchases of tangible assets
-539 417
-393 314
Purchases of intangible assets
-28 128
-25 570
Net cash from acquisition
0
-20 604
Payment to subsidiaries
-116 563
-127 290
Payment to investment in financial fixed assets
-30 000
0
Returns on investments in financial fixed assets
0
543 412
Net cash flow from investing activities
-1 397 872
-372 801
Cash flows from financial activities;
New long term liabilities
968 304
339 864
Payment long term liabilities
-4 220
0
Interest on borrowings
-26 865
-29 220
Paid-in equity
250 840
376 000
Paid-out equity
0
0
Net cash flow from financial activities
1 188 059
686 643
Net change in cash and cash equivalents
791 964
154 489
Cash and cash equivalents at 1 January
583 600
429 110
Cash and cash equivalents at 31 December
1 375 564
583 600
Note 1
Accounting policies
The financial statement of Norwegian Air Shuttle ASA is prepared in accordance with the Norwegian Accounting Act of 1998 and Generally Accepted Accounting Principles in Norway.
In preparation of the accounts, estimates and assumptions used are influencing reported numbers. The final result may deviate from used estimates.
General valuation rules and classification of assets and liabilities
Assets the Company intends to own or use permanently are classified as non-current assets. All other assets are classified as current assets. Receivables due for payment within 12 months are classified as current assets. The equivalent criteria are applied to the classification of short-term liabilities and long-term liabilities.
Fixed assets are recognized at acquisition cost. Fixed assets are depreciated using the straight-line method over estimated economic life of the assets. If fair value of fixed assets is lower than their book value, and the decline is expected to be permanent, the asset is written down to fair value.
Aircraft is decomposed into two components for depreciation purposes. In accordance with official requirements, 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 the 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 next relevant maintenance and overhaul. The second aircraft component is defined as the remainder of the aircraft and depreciated over the economic useful life.
Current assets are valued at the lower of acquisition cost and fair value, except for derivatives designated as hedging instruments. Foreign currency contracts are measured at fair value.
Financial assets are valued at fair value.
Changes in accounting principles
There have been no changes in accounting principles during the year.
Revenues
Revenue from sale of services are recognized in the income statement once rendered services have taken place and most of the risk has been transferred. Sales revenues are presented net of value added tax and discounts.
Passenger revenue: Ticket sales are 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 NAS ASA 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.
Other revenue; Other revenue comprises third party revenue and is recognized when the service has been rendered, fees are reliable measurable, collections are probable, and when other significant obligations have been fulfilled.
Customer loyalty program – Norwegian Reward
Customers earn cash points in the following circumstances;
• Bank Norwegian customer; 1% of the payment is earned on all purchases, except domestic flights in Norway or flights with competitive airlines in Norway. Additionally, cash points are earned on all ‘low fare’ and ‘full flex’ tickets purchased from Norwegian Air Shuttle ASA and paid with Bank Norwegian credit cards, 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 earn cash points on all airfares. Private customers earn cash points on international flights as domestic flights in Norway are prohibited from cash points earning for private customers.
Earned customer cash points on 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 purchase date. 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 Company’s services reduced.
Unutilized cash points are derecognized from the balance sheet after three years. The liability is classified as short term available statistics as of 31 December 2009 indicates that customer cash points are utilized within one year.
Assets and liabilities denominated in foreign currency
Monetary items denominated in foreign currency are converted using the exchange rates on the balance sheet date. Income statement items are converted using the exchange rates prevailing at the time of the transactions. Changes to exchange rates are recognized in the income statement as they occur during the accounting period.
Intangible assets
Intangible assets, including development expenses, are capitalized when it is likely that the future financial benefits related to the assets will benefit the Company and the acquisition cost can be measured reliably. Intangible assets are depreciated using the straight line method.
Intangible assets are subject to write-down if the expected financial benefits from the asset are less than book value and remaining development expenses.
Leasing agreements for tangible assets
Assets that are leased on terms where the major part of risk and control is transferred to the Company (financial lease) are capitalized as tangible assets. Future lease obligations are calculated as the net present value of future lease payments and are recognized as other long term liabilities. The tangible assets are depreciated systematically, and the lease obligations are reduced with lease payments reduced for calculated interest expense.
Periodic maintenance on tangible assets that are recognized in the balance sheet is reflected through the assets depreciation plan. For assets that are subject to operational lease, the Company’s obligation to perform periodic maintenance in excess of the contractual level is recognized as a provision.
Investment in subsidiaries and associates
Subsidiaries are valued at cost in the Company accounts. The investment is valued as cost of acquiring shares in the subsidiary, providing they are not impaired. Write down to fair value will be carried out if the impairment is not considered temporary, and a write down is deemed necessary according to generally accepted accounting principles. Impairments are reversed when the indication no longer exist.
An associate is an entity in which the Company has a significant influence but does not control management of its finances and operations (normally when the group owns 20%-50% of the Company). The financial statements include the Company’s share of the profits or losses from associates, accounted for using the equity method, from the date when a significant influence is achieved and until the date when such influence ceases. Dilution gains and losses arising from investments in associates are recognized in the income statement.
When the accumulated share of a loss exceeds the Company’s investment in an associate, the amount carried in the balance sheet is reduced to zero and further losses are not recognized unless the Company has an obligation to cover any such loss.
Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’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 where necessary to ensure consistency with the Company’s policies.
Derivates
Derivatives are initially recognized at cost and subsequently measured at the lower of cost and fair value. Impairment losses arising from fair value lower than initial cost are recognized as loss under ‘other losses/(gains)- net’ in the income statement.
Forward foreign currency contracts are initially recognized at fair value on the date a contract is entered into, and are subsequently measured at fair value through profit or loss. Any changes in fair value are recognized in the income statement under ‘other losses/(gains) –net’.
Derivative forward commodity contracts are designated as hedging instruments and carried at fair value through profit or loss. The method of recognizing the resulting gain or loss depends on the nature of the item being hedged. The Company designates its derivatives as hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge) or cash flow hedge
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.
Fair value hedge
Fair value hedges are hedges of the Company’s exposure to changes in the fair value of a recognized asset, liability, an unrecognized firm commitment or an identified portion of such that is attributable to a particular risk and could affect profit or loss. For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged, the derivative is measured at fair value and gains and losses from both are taken to profit and loss.
Cash-flow hedge
The Company is exposed to market risks such as currency exchange rates, interest rates and jet- fuel prices. In order to minimize the effect of these risks (on profit or loss, cash flows and equity), the Company applies forward currency contracts and forward commodity (jet-fuel) contracts.
Forward commodity contracts designated as hedging instruments are recognized according to cash flow hedge accounting. Changes in fair value on hedging instruments are temporarily recognized in equity, net after tax. The fair value effects are derecognized from equity to the income statement at the time when the underlying hedged items are recognized in the income statement.
The fair value of derivative currency contracts are calculated by reference to current forward rates for contracts with similar maturity profiles. Thus the fair value of forward currency contracts changes in response to changes in foreign exchange rates. The fair value of forward commodity contracts changes in response to changes in a price index.
Other receivables classified as fixed assets
Other receivables are recognized at the acquisition value. Other receivables are written down to market value if a decline in value is considered to be permanent.
Inventory
Inventory consists of consumables and is valued at the lower of acquisition cost and net realizable value considering obsolescence.
Accounts receivable
Accounts receivable and other receivables are recognized at nominal value less allowances for doubtful debts. Allowances for doubtful debts are calculated on the basis of individual assessments.
Bank deposits, cash etc.
Bank deposits, cash etc. includes cash, bank deposits and other liquid assets with maturity dates less than three months from the date of acquisition.
Pensions
The Company operates a defined benefit pension plan which requires contributions to be made to a separately administered fund. In addition, the Company participates in an early retirement plan (AFP). This is also a defined benefit plan. 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 become 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.
Stock Options
Stock options are accounted in accordance with IFRS 2 and Norwegian Accounting Act § 5 – 9a. Stock options are recognized at fair value and expensed over the stock option period; the contra is entered in other paid-in equity. Provisions for employer’s contributions are made.
Taxes
Tax expense consists of the aggregate of tax payable and changes in net deferred tax. Deferred income tax is provided 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.
Deferred income tax assets and deferred income tax liabilities are offset to the extent that
• the Company 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 authority
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 Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Cash Flow Statement
The cash flow statement is prepared in accordance with the indirect method. Cash and cash equivalencies consist of cash, bank deposits and short term investments in money market funds.
Note 2.1
Financial risk
The Company’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 Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The Company 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 Company’s income or value of its holdings of financial instruments.
Foreign Currency Risk
A substantial part of the Company’s income and expenses are denominated in foreign currency. The Company’s leases, aircraft borrowings, maintenance, jet-fuel and related expenses are mainly denominated in USD, and airplane operation expenses are denominated in EUR. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. In order to reduce currency risk, the Company has a mandate to hedge up to 100% of its currency exposure the next 12 months. The hedging consists of forward currency contracts and flexible forwards.
Occasionally the Company designates certain forward foreign currency contracts as hedging instruments to hedge the fair value of currency risk in unrecognized firm commitments.
The Company 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.
In 2009, if NOK had weakened/strengthened by 1% against USD 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 long term 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 next 12 months, estimated net outflow of USD 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.
Interest rate risk
As the Company has net interest bearing debt, the Company’s income and operating cash flows are dependent of changes in market interest rates. The Company’s interest rate risk arises from cash and cash equivalents and floating interest rate long borrowings. Floating interest rate borrowings consist of unsecured bond issue and revolving credit facility. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. Fixed interest rate borrowings consist of term financing from PEFCO, guaranteed by the Ex-Im Bank of the United States. Long-term borrowings are denominated in USD and NOK. Leasing contracts have fixed interest rate.
In 2009, if floating interest rate 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 2.2 (2008: MNOK 2.4) lower/higher, mainly as a result of higher/lower net interest expense on 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 Company measures borrowings at amortized cost. No changes in fair value of fixed interest rate borrowings would be accounted for. Fair value calculations of fixed interest rate borrowings are detailed in note 24.
Jet-fuel prices
Expenses for jet-fuel represents a substantial part of the Company’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 Company manages jet-fuel price risk using fuel derivatives. Management has a mandate to hedge up to 100 % of its expected consumption next 12 month with forward commodity contracts.
In 2009, if the jet-fuel price 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 for 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.
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 utilization of credit limits is regularly monitored. The Company’s policy is to maintain credit sales at a minimum level. Sales to personal customers are settled in cash or using major credit cards companies.
For a part of the Company’s sales, customers pay at the time of booking while the Company receive actual payments from credit card companies or acquires 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 Company’s deposit portfolio.
There are re-invoicing of maintenance costs on aircraft to leasing companies, and the Company regularly evaluates and assesses the value of these credits.
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.
Management monitors rolling forecasts of the Company’s liquidity reserve and cash and cash equivalents (note 22) on the basis of expected cash flow. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these; monitoring balance sheet liquidity ratios against internal and external regulatory requirements; and maintaining debt financing plans.
The Company will take deliveries of 7 aircraft in 2010, 14 aircraft in 2011 and the remaining 25 aircraft in the period 2012-2014. Pre-delivery payments related to the delivery of the first 10 aircraft were secured in 2007. The Company is currently in process of securing long term financing for the 2 deliveries in 2010, while 5 of the deliveries in 2010 is already secured using guarantees and direct loans from The Ex-Im Bank of the United States. This financing arrangement is reducing liquidity risk.
Capital risk management
The Company’s capital management policy is to have a capital structure suitable to the demands on operations, reducing cost of capital, risk factors in the industry, company specific risk and future investments planned by the Company.
Note 3
Revenue
NOK 1 000
2009
2008
By activity:
Passenger transport
6 040 815
4 733 009
Ancillary revenue
735 484
411 424
Other revenues
153 792
149 205
Total
6 930 092
5 293 637
By geographic market:
Norway
2 899 736
2 297 138
Other EU/EEA countries
4 030 356
2 996 499
Total
6 930 092
5 293 637
In 2009 and 2008, the Company has been running low-fare operations exclusively, using its fleet of Boeing 737 aircraft. The low-fare operation was launched in the autumn of 2002, and revenues from this business are specified the table above. Passenger revenue consists of revenue generated from sale of airline tickets, while ancillary revenue consists of other services directly generated from ticket sales. Other revenue consists of sales that are not directly related to an airline ticket, e.g cargo and sales of spare parts.
Note 4
Operational expenses
NOK 1 000
2009
2008
Sales and distribution expenses
139 196
101 153
Aviation fuel
1 326 855
1 578 991
Aircraft leases
604 039
422 384
Airport charges
967 579
719 982
Handling charges
679 446
484 073
Technical maintenance expenses
611 331
446 313
Other operating expenses
314 793
279 383
Total
4 643 240
4 032 279
Note 4a
Other operating expenses
Other operating expenses amount to MNOK 357.6 (2008: 254.6). Other operating expenses are related to operation of systems, marketing, back office, consultants and other costs not directly attributable to operation of the aircraft fleet and related airline specific costs.
Note 5
Payroll expenses, number of employees and remuneration
NOK 1 000
2009
2008
Wages and salaries
951 420
620 178
Social security tax
116 942
93 199
Pension expenses
126 285
104 497
Employee stock options
8 437
6 196
Other benefits
34 951
30 284
Total
1 238 035
854 354
In 2009, MNOK 8.4 (2008: MNOK 6.2) was charged as an expense to salary, according to the stock option program. The Company has a pension scheme covering all employees. The scheme is in compliance with the act on occupational pensions.
Number of man-labour years
1 494
1 146
Note 6
Other financial items
NOK 1 000
2009
2008
Foreign exchange income and loss
47 865
-35 204
Appreciation financial current assets
32 319
28 686
Appreciation financial non - current assets (note 27)
1 608
-4 376
Change in fair value hedge accounting
0
358 264
Other financial expenses
108
-3 849
Impairment of shares in subsidiary
-260 727
0
Total
-178 827
343 521
See note 20 for details on change in fair value adjustments from hedge accounting. Impairment of shares in subsidiaries relates to shares in Norwegian Air Shuttle Sweden AB (note 25).
Note 7
Taxes
This year's tax expense consists of (NOK 1 000):
2009
2008
Tax payable
117 135
0
Change in deferred tax
47 607
68 619
Income tax expense
164 741
68 619
Reconciliation from nominal to effective tax rate:
NOK 1 000
2009
2008
Profit before tax
408 126
249 432
Expected tax expense using nominal tax rate (28 %)
114 275
69 841
Tax effect of the following items:
Non deductible expenses/non taxable income
43 592
-2 660
Adjustment from previous year
6 874
0
Other items
0
1 438
Tax expense
164 741
68 619
Effective tax rate
40.37%
27.51%
Specification of tax payable
2009
2008
Tax payable in income tax expense
-117 135
0
Group contribution
6 013
0
Tax payable in the balance sheet
-111 122
0
Specification of temporary differences and tax loss carry forward:
NOK 1 000
2009
2008
Tangible assets
-137 865
-54 635
Long term receivables and borrowings in foreign currency
-60 191
0
Financial instruments
-22 461
85 620
Inventories
4 170
0
Receivables
71 681
34 620
Gain/loss account
125
157
Provisions
107 073
106 126
Pensions
97 558
61 815
Other 1)
-226 549
-277 873
Tax loss carry forward
0
15 669
Total
-166 459
-28 501
Deferred tax asset/liability
-46 608
-7 980
Adjustments in respect of prior years
0
6 870
Net recognized deferred tax asset/liability
-46 608
-1 111
1) Other temporary differences consist of book value of firm commitment recognised according to hedge accounting.
Gross movements on deferred income tax:
NOK 1 000
2009
2008
At 1 january (-) liability/(+) asset
-1 111
60 421
Income statement charge
-47 607
-68 619
Tax charged directly in equity
2 109
6 870
Adjustment in respect of prior years
0
218
31 December
-46 608
-1 111
Note 8
Intangible assets
NOK 1 000
Software
Goodwill
Other intangible assets
Total
Acquisition cost at 1 January 2008
79 112
0
4 591
83 703
Additions
21 548
0
4 022
25 570
Disposals
0
0
0
0
Acquisition cost at 31 December 2008
100 660
0
8 613
109 273
Acquisition cost at 1 January 2009
100 660
0
8 613
109 273
Additions
27 776
94 157
22 406
144 339
Disposals
0
0
0
0
Acquisition cost at 31 December 2009
128 436
94 157
31 019
253 612
Accumulated amortisation and write-down at January 1 2008
44 419
0
4 591
49 010
Amortisation in 2008
17 293
0
0
17 293
Accumulated depreciation and write-down at 31 December 2008
61 712
0
4 591
66 303
Accumulated amortisation and write-down at January 1 2009
61 712
0
4 591
66 303
Amortisation in 2009
20 152
6 277
0
26 429
Accumulated depreciation and write-down at 31 December 2009
81 864
6 277
4 591
92 732
Book value at 31 December 2008
38 948
0
4 022
42 970
Book value at 31 December 2009
46 572
87 880
26 428
160 880
Economic life
3-5 years
15 years
Indefenite
Depreciation plan
Linear
Linear
None
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). The depreciation of the software commence as each module is completed.
Goodwill consists of purchased goodwill from Norwegian Air Shuttle Sweden AB in 2009. All airline operations were purchased from the subsidiary and the airline operations are run from Norwegian Air Shuttle ASA from 1 July 2009. Payment for the operation exceeding initial goodwill from the purchase of the shares in Norwegian Air Shuttle Sweden AB in 2007 (note 25) was added to the value of the shares and accounted for under other financial items (note 6) as impairment of shares in subsidiary. Goodwill and slots were identified as assets and measured at the value from initial purchase price in 2007.
Management has determined that goodwill related to the Swedish airline operation has a definite economic useful life of 15 years. The assessment is based on an assumption that the Company will earn future benefits from the Swedish operation for all foreseeable future. The depreciation plan of 15 years is based on an average depreciation plan for the Company’s total tangible and intangible assets.
Other intangible assets consist of intellectual property rights which are related to purchases of internet domains. The Company has developed web portals in Norway, Sweden and Denmark. The intellectual property right is recognized as an addition of MNOK 4 in 2008. In 2009, the Company purchased slots from Norwegian Air Shuttle Sweden AB with an acquisition cost of MNOK 22.4. Slots are included in other intangible assets.
Intangible assets with indefinite economic useful lives are tested for impairment annually. No impairment losses are identified for intangible assets in 2009.
Intangible assets with definite economic useful lives are tested for impairment if there are indicators of impairment 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 flows beyond the 5 year period are extrapolated with a long term growth rate. Estimated cash flow and discount rate is after tax.
Note 9
Tangible assets
NOK 1 000
Buildings
Aircraft
Prepayment Boeing Contract
Equipment and fixtures
Financial lease
Total
Acquisition cost at 1 January 2008
3 933
300 914
316 546
59 568
0
680 961
Additions
0
373 327
388 619
19 987
0
781 933
Disposals
0
0
0
0
0
0
Acquisition cost at 31 December 2008
3 933
674 241
705 165
79 555
0
1 462 894
Acquisition cost at 1 January 2009
3 933
674 241
705 165
79 555
0
1 462 894
Additions
0
546 073
705 827
19 587
26 468
1 297 955
Disposals
0
-16 557
0
-238
-16 795
Acquisition cost at 31 December 2009
3 933
1 203 757
1 410 992
98 904
26 468
2 744 054
Accumulated depreciation at 1 January 2008
0
91 094
0
36 122
0
127 216
Depreciation in 2008
0
59 471
0
12 941
0
72 412
Reversals in 2008
0
0
0
0
0
0
Accumulated depreciation at 31 December 2008
0
150 565
0
49 063
0
199 628
Accumulated depreciation at 1 January 2009
0
150 565
0
49 063
0
199 628
Depreciation in 2009
0
89 281
0
19 562
376
109 219
Reversals in 2009
0
-10 981
0
-121
0
-11 102
Impairment 2009
0
0
0
0
0
Accumulated depreciation at 31 December 2009
0
228 865
0
68 504
376
297 745
Book value at 31 December 2008
3 933
523 676
705 165
30 492
0
1 263 266
Book value at 31 December 2009
3 933
974 892
1 410 992
30 400
26 092
2 446 308
Economic life
See below
See below
See below
See below
4-20 years
Depreciation plan
See below
See below
None
Linear
Linear
Residual value
100%
MNOK 206.1
See below
See below
0%
At 31 December 2009, the Company operated a total of 46 aircraft, 7 owned and 39 leased under operational leases. Leases are detailed in note 10.
Aircraft
Aircraft consist of purchased aircraft and the Company owns 7 aircraft at 31 December 2009. The residual value is MNOK 206.1 in total for all aircraft. The residual value is deducted from the depreciable amount of the remainder of the aircraft. The life expectancy 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 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 replacements costs for life limited parts were capitalized in the extent that the costs are 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 Company 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 in the period 2010 until 2014. Up until delivery of the aircraft, the Company will make prepayments to Boeing, following a defined prepayment schedule. The Company 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% (2008: 8.21%) was used. The Company 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 part of prepayments. Prepayments are not depreciated until the aircraft is delivered and ready for use. The value of prepayments is tested for impairment annually.
Financial lease assets
In 2009, the Company 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 Company after the end of the lease agreement.
Impairment of tangible assets
In 2009 and 2008, management determined that the total operations of the Company were its cash generating unit. Impairment testing of tangible assets are covered by impairment testing on the whole Company, see note 8 for details.
For information regarding assets pledged as collateral, see note 21.
Note 10
Leasing
The lease agreements on the Boeing 737 aircraft last for 3 to 8 years from the date of the agreement, with options for extension on 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 extensions on some of the shorter 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 604.0 in 2009 (2008: MNOK 422.4).
In addition, the Company 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-cancelable operating lease agreements per 31 December 2009 is as follows:
Nominal value 2009
Nominal value 2008
NOK 1.000
Aircrafts
Cars
Property
Total
Aircrafts
Cars
Property
Total
Within one year
887 912
3 910
17 082
908 904
581 066
560
18 466
600 092
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
744 514
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 the lease agreement.
Note 11
Long-term receivables
NOK 1 000
2009
2008
Deposits
20 398
24 183
Intercompany receivable
5 688
127 290
Other long-term receivables
3 817
1 032
Total
29 903
152 505
The Company pays deposits on aircraft leases. In 2009, inter-company receivables relates to a long- term loan to Call Norwegian AS. Inter-company receivables in 2008 relates to loan to Norwegian Air Shuttle Sweden AB. Inter-company receivables are presented net against inter-company payables in the financial statements for each subsidiary. Receivables denominated in foreign currency are converted using the prevailing exchange rates on the balance sheet date.
Note 12
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
Total
39 845
34 214
In 2009 and 2008, the Company bought parts removed from aircraft engines in relation with heavy maintenance. Such parts are held for sale and sold in secondary markets.
Charges for obsolete product in 2009 were MNOK 4.6 (2008: MNOK 0).
Note 13
Other Receivables
NOK 1 000
2009
2008
Prepaid costs
19 121
32 080
VAT refund
87 538
50 227
Reimbursements claims maintenance costs
131 786
179 158
Intercompany receivable
20 975
20 442
Other receivables
57 912
72 946
Total
317 332
354 854
Due dates
NOK 1 000
2008
2008
Within one year
317 332
354 854
After 1 year (note 11)
29 903
152 505
Total
347 235
507 359
Note 14
Shareholder's equity and shareholder information
At 31 December 2009, the share capital consists of the following share classes:
Number
Nominal value
Book value
Class A shares
34 209 858
0.1
3 420 986
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%
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 1)
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 2)
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 HR and Organisation
-
20 000
Gunnar Martinsen
Senior Vice President Corporate Communications
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
Note 15
Equity
Share
Share prem.
Other paid-in
Other
Total
NOK 1 000
capital
reserve
equity
equity
equity
Equity at 01 January 2008
2 087
408 277
32 753
81 891
525 008
Share issue 2008
1 149
398 851
0
0
400 000
Expenses for share issue 2008, net of tax
0
-17 998
0
0
-17 998
Compensation expense for stock options
0
0
6 197
0
6 197
Net profit for the year
0
0
0
180 813
180 813
Equity 31 December 2008
3 236
789 130
38 950
262 704
1 094 020
Equity at 01 January 2009
3 236
789 130
38 950
262 704
1 094 020
Share issue 2009
162
250 938
0
0
251 100
Expenses for share issue 2009, net of tax
0
-5 527
0
0
-5 527
Stock options- share issue 2009
23
7 353
0
0
7 376
Compensation expense for stock options
0
0
8 437
0
8 437
Net profit for the year
0
0
0
243 385
243 385
Equity 31 December 2009
3 421
1 041 894
47 387
506 089
1 598 791
Note 16
Pensions
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 Company’s payments of contribution to the plan are recognized as an expense in the income statement as incurred. The Company also pays 25% of the pension paid to own pensioners. This is an obligation for the Company that is not funded. The AFP obligation for the Company 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 Company’s 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.
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
NOK 1 000
Funded
Unfunded
Total 2009
Total 2008
Liabilities on earned pension rights
394 094
2 029
396 123
249 402
Calculated liability from future salary increases
86 962
636
87 598
139 328
Gross pension liabilities
481 056
2 665
483 721
388 730
Pension assets (at market value)
301 612
0
301 612
233 000
Estimate deviations not recognised
-98 189
-473
-98 662
-115 873
Social security tax
13 844
267
14 111
21 958
Net pension liabilities
95 099
2 459
97 558
61 815
2009
2008
Best estimate of actual return on pension funds previous year
5.40%
0.30%
Expected contribution to be paid next year
83 300
80 000
Expected benefits to be paid
5 163
5 000
Economic assumptions:
2009
2008
Discount rate
4.4%
3.8%
Expected growth in salaries
4.0%
3.8%
Expected growth in state pensions
4.0%
3.8%
Expected growth in pensions
1.3%
1.8%
Expected return on pension assets
5.6%
5.8%
Average turnover
2-10 %
0-10 %
The companys 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
1.20%
2.9%
Actuarial assumptions related to demographic factors and retirements are based on assumptions commonly used in insurance. The estimated utilization rate for the AFP scheme is 20%.
Historical Information
2009
2008
2007
2006
2005
Present value of defined benefit obligation
483 721
388 730
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
155 730
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
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’s 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 vest 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 not exercised before 31 October 2010 is forfeited.
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, whereas the first 50% of the stock options may be exercised on year after grant date and vest 20 July 2010.
The stock option program is expensed at fair value over the vesting period. Fair value calculations are conducted using Black & Scholes option pricing model.
The model takes into account market conditions for vesting in the assessment of fair value. The cost of fair value is expensed linear over the vesting period. The costs are 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 corersponds 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
77.8
269 000
173.1
Allocated
384 000
67.0
561 301
32.1
Exercised
230 080
32.1
-
-
Terminated
4 009
32.1
611
32.1
Forfeited
-
-
-
-
Expired
269 000
173.1
-
-
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
-
-
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
1.8
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
In 2007 Norwegian Air Shuttle ASA implemented a “Share Savings Plan” whereby the employees, through monthly deductions in salary, purchased shares in the company. The company will match up to 50% of the employee’s savings amount, limited to NOK 6,000 per annum. In addition, there is a bonus share scheme, entitling employees to receive bonus shares 2 years after the initial share purchase at a one-for-ten ratio to initial shares purchased.
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 0.20) was expensed related to the bonus share scheme.
Note 18
Provisions
NOK 1 000
2009
2008
Periodic maintenance on leased Boeing 737 airplanes
70 345
129 080
Total provisions
70 345
129 080
For leased airplanes, payments to maintenance funds held by the lessor are made. The accrued provisions in the accounts are estimated payments for periodic maintenance in excess of payments to the maintenance funds, and are provided on the basis of aircraft utilization. For some of the contracts, there is a degree of uncertainty about what kind of maintenance works are covered by the maintenance funds, and the provision for this increase in expenses for the Company is distributed over the period until the maintenance is performed.
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. Amounts for 2008 are not restated.
Note 19
Other short term liabilities
NOK 1 000
2009
2008
Acccured holiday allowances
75 041
62 214
Accured expenses
251 407
222 325
Short term part of long term borrowings
675 303
257 456
Short term part of periodic maintenance
62 382
0
Inter-company liabilities
13 428
0
Other short term liabilities
19 398
12 144
Total
1 096 960
554 139
Note 20
Financial instruments
Assets
Liabilities
December 31 2009 (NOK 1 000)
Short term
Long term
Short term
Long term
Foreign exchange hedges fair value
0
0
1 227
0
Jet-fuel contracts
23 688
0
0
0
Total financial instruments
23 688
0
1 227
0
Assets
Liabilities
December 31 2008 (NOK 1 000)
Short term
Long term
Short term
Long term
Foreign exchange hedges fair value
18 360
0
0
0
Jet-fuel contracts
0
0
104 325
0
Total financial instruments
18 360
0
104 325
0
Other losses/(gains) - net
NOK 1 000
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
Net losses/(gains)
-49 314
147 768
Ineffectiveness on fair value hedges
0
-358 264
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 (note 6).
In 2009, forward commodity contracts are designated as hedging instruments according to cash flow hedge accounting. Unrealized changes in fair value on the hedging instruments are temporarily recognized in equity, net after tax, amounting to MNOK 23.7. The ineffective portion from fair value hedge accounting in 2008 is recognized as a gain of MNOK 358.3 within financial items.
Note 21
Assets pledged as collateral and guarantees
Prepayments on the first 10 aircraft in the purchase contract with Boeing (note 9) are pledged as collateral for the revolving credit facility (note 23).
The owned aircraft (note 9) is pledged as collateral for the aircraft financing (note 24).
There are no pledged collateral for the financial lease liability, but the financial lease asset is an actual security for the financial lease liability through fulfillment 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 (NOK 1 000):
2009
2008
Cash depot
132 476
116 837
Prepayment and aircraft in the Boeing Contract
1 874 718
499 416
Financial lease asset
26 092
0
Total
2 033 286
616 253
Note 22
Cash and cash equivalents
NOK 1 000
2009
2008
Cash in bank
988 424
582 674
Cash equivalents
387 140
925
Total
1 375 564
583 600
Restricted cash items are:
NOK 1 000
2009
2008
Guarantees for leases and credits from suppliers
132 476
116 837
Taxes withheld
46 131
34 275
Total restricted cash
178 607
151 113
Note 23
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 0.1. There were no bonus or other form of compensation paid to the Board members in 2009.
Directive of remuneration to the CEO and Executive Management
The principles for leadership remuneration in Norwegian Air Shuttle ASA are to stimulate to 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 other Executive Management. The remuneration to the Board and Executive Management must not have negative effects for the Company, nor damage the reputation and standing of the Company 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 compensation such as a company car, free telephone, internet and newspapers, and standard pension and insurance plan. Executive Management is also part of the Company’s stock option plan.
The CEO does not receive other compensation in form of performance based salary or bonus. Executive Management can on an individual basis be awarded special compensation for profit enhancing projects, where compensation is set at a specific level of actual profit generated.
Executive Management is part of the Company’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)
125
125
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
680
0
0
0
680
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)
78
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 excercised share options in 2009 that has been reported as additional taxable income with NOK 466 830.
b) Frode Foss excercised share options in 2009 that has been reported as additional taxable income with NOK 384 039.
c) Asgeir Nyseth excercised share options in 2009 that has been reported as additional taxable income with NOK 385 039.
d) Hans-Petter Aanby excercised share options in 2009 that has been reported as additional taxable income with NOK 384 735.
e) Daniel Skjeldam excercised 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 14.
There are no loans outstanding, or guarantees made, to the Board of Directors or the Executive Management.
Auditor remuneration
NOK 1 000
2009
2008
Audit fee
761
870
Other audit related services
2 558
412
Tax advisory
534
514
Other services
221
79
Total
4 074
1 875
All amounts stated are without VAT.
Note 24
Borrowings
Nominal value (NOK 1 000)
2009
2008
Nominal value bond issue
563 000
300 000
Amortisation
-2 006
-1 303
Bond 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%).
2009
2008
Nominal value facility agreement
628 394
408 219
Amortization
-4 784
-8 586
Facility at 31 December at amortized cost
623 610
399 632
Effective interest rate for the year ended 31.12.2009 was 9.5% (2008:5.6%).
2009
2008
Nominal value aircraft financing
400 682
0
Amortization
-31 106
0
Aircraft financing at 31 December at amortized cost
369 576
0
Effective interest rate for the year ended 31.12.2009 was 5.4%.
2009
2008
Nominal value financial lease liability
28 829
0
Amortization
0
0
Financial lease liability 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
398 298
298 697
Facility agreement
144 747
142 176
Aircraft financing
335 833
0
Financial lease liability
28 829
0
Total
907 707
440 873
Current
Bond issue
162 697
0
Facility agreement
478 863
257 456
Aircraft financing
33 743
0
Financial lease liability
0
0
Total (note 19)
675 303
257 456
Total borrowings
1 583 010
698 330
Total borrowings include secured liabilities of MNOK 993.2 (2008: MNOK 399.6) (collateralized borrowings).Collateralized borrowings are secured by prepayments on the Boeing Contract (note 9). Additionally, aircraft financing from PEFCO on new 737-800 aircraft are guaranteed by the Ex-Im Bank of the United States and the Ex-Im Bank of the United States has pledged collateral in the aircraft (note 9).
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 on 19 April 2010 for the current borrowings and on 17 December 2012 for the non-current borrowings. The coupon is NIBOR + 2% for the current borrowings and NIBOR +5.75% for the non-current borrowings.
Revolving credit facility
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 as of 28 September 2008 with the French financing institution Natixis and is denominated in USD. The facility will finance pre-delivery-payments (PDP’s) related to the first 10 aircraft in the Boeing contract. The coupon is LIBOR +1.30%. The borrowings mature at the delivery of each aircraft.
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 for 12 years after delivery of the aircraft from Boeing. The aircraft financing is denominated in USD.
Financial lease liability
The liability is de facto secured in the financial lease assets, as the rights and obligations of the leased assets are 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.
Maturity of borrowings
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
334 162
330 668
214 048
Total liabilities
675 303
334 162
330 668
214 048
Note 25
Investment in subsidiaries and related parties
Norwegian Air Shuttle Polska SP.so.o
The subsidiary was established in 2006 and is 100% owned. All of the Group’s business generating assets is owned by Norwegian Air Shuttle ASA. The Group’s operations are mainly carried out at from the base in Norway, but one aircraft is designated to the Polish operations and are operating to and from the Warsaw base. The Polish subsidiary is supplying crew and minor line maintenance on the aircraft.
Norwegian Air Shuttle Sweden AB
The subsidiary was purchased on 31 July 2007. The Company owns 100 % of the shares in Norwegian Air Shuttle Sweden AB. The total purchase price was MNOK 199.8. Pro et contra payments from the business combination were settled in 2008.The company is based at Arlanda Airport, Stockholm, Sweden. The Swedish subsidiary is supplying crew and some lighter maintenance on the aircraft. Transactions between parent company and the Swedish subsidiary during 2009 were supply of personnel and transfer of airline operations. At 1 July 2009, the entire airline operation in Norwegian Air Shuttle Sweden AB was transferred to Norwegian Air Shuttle ASA through purchase of assets. Investment in shares in subsidiary was impaired in 2009, resulting in a recognized loss within other financial items of MNOK 260.7 (note 6).
Call Norwegian AS
At 14 January 2008 the Group established Call Norwegian AS, and owns 100% of the shares. The company provides regular land-based telephone services and internet connectivity at major airports served by Norwegian. There are plans for offering products such as cell-phone coverage and internet access in the air in partnership with the airline. Transactions between parent company and Call Norwegian AS in 2009 were primarily a loan to Call Norwegian AS of MNOK 26.6.
NAS Asset Management Ireland Ltd
At 15 July 2008 the Group established NAS Asset Management Ltd, a special purpose entity (SPE), 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. The risk and reward on the Boeing contract is not transferred to NAS Asset Management Ireland Ltd, and the “substance over form” convention is applied in the accounting for the subsidiary. All inter-company transactions with NAS Asset Management Ireland are eliminated in the parent company accounts.
NAS Asset Management Norway AS
At 15 July 2008 the Group established NAS Asset Management Norway AS, a special purpose entity (SPE), and owns 100% of the shares. NAS Asset Management Norway AS was established for aircraft financing purposes. The subsidiary has not had any transactions with related parties in 2009.
Management believes that all inter-company transactions are handled at arms-length conditions.
Name (NOK 1 000)
Date of initiation/aquisition
Office
Number of shares
Ownership
Book value 31.12.2009
Book value 31.12.2008
Norwegian Air Shuttle Polska SP.zo.o
2006
Warsaw, Poland
50 000
100.00%
2 214
2 214
Norwegian Air Shuttle Sweden AB
31.07.2007
Stockholm, Sweden
20 000
100.00%
33 448
178 302
Call Norwegian AS
14.01.2008
Fornebu, Oslo
1 000 000
100.00%
1 000
1 000
NAS Asset Management Ireland Ltd
15.07.2008
Dublin, Ireland
999
99.90%
1
1
NAS Asset Management Norway AS
15.07.2008
Fornebu, Oslo
100
100.00%
100
100
Intercompany balances 31 december 2009
Short term
Long term
Receivables
20 975
5 688
Payables
13 428
0
Intercompany balances 31 december 2008
Short term
Long term
Receivables
15 596
143 574
Payables
0
16 284
Transactions with related parties
The CEO 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 partner, and the CEO is 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 23 for details on key management compensation and note 14 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 believes that transactions with related parties are performed at arms-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 26
Investment 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 Company’s share of the associated company’s profit and loss is included in the carrying amount.
Bank Norwegian started operations in November 2007 and ends its financial year on December 31. Norwegian Air Shuttle ASA has made an estimate of the period’s profit and loss since no official financial statements have been publicly available. The estimates are based on operating projections made available in the Public share offering.
The Company’s share of the results and its aggregate assets and liabilities in the associated company, are as follows;
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
Investment in shares
Company
Ownership
Market value 2009
Book value 2009
Market value 2008
Book value 2008
Silver pensjonsforsikring AS
1.40%
7 236
7 236
5 628
5 628
A reversal of loss on shares from previous periods was recognized in the income statement in 2009, due to an increase in the market value of the investment in Silver. The recognized gain was MNOK 1.6 (2008: MNOK - 4.4 (loss).
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 favor of Norwegian in May 2008. Norwegian received damages of MNOK 132 for the economic loss resulting from SAS’s misuse of Norwegian’s trade secrets in addition to legal costs of MNOK 7. 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 have been secured by a bank guarantee of MNOK 146 which includes legal costs and interest.
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 into a purchase agreement on 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 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 31.12.09 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 installments before delivery of each aircraft.
Commitments for aircraft leases refer to note 9.
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 judgment 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.