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. | |||||

