Annual Report Boa Offshore AS Group Org.nr

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Transcription:

Annual Report Group 2014 Org.nr. 926 265 156

BOA OFFSHORE AS GROUP BOARD S ANNUAL REPORT FOR 2014 Nature and location of activities: is the management company of the Taubåtkompaniet Group and the parent company of the Boa Offshore Group ( Group ). The company also invests in the shipping and offshore related companies. The Group comprises several ship owning companies within the following segments; tugboat, barge and offshore vessels. The tugboat activity, including salvaging, operates along the Norwegian coast and the North Sea. The barge fleet consists of larger barges, and the offshore department manages supply vessels within construction and oil exploration, operating worldwide. The management is located in Trondheim. An office in Houston has been established, currently engaged in the Gulf of Mexico operating chartered construction vessels in addition to the Group s vessels. Work environment: At year-end the Group had approx. 395 employees and, in the opinion of the Board, a good work environment. The total absenteeism rate for the year was around 3.3 %. Equal opportunity: The Group operates within a sector that has historically been dominated by men. This is also the case among our staff, in which men form the majority of the maritime crew. The company aims to ensure that any discrimination based on gender, religion or nationality is subject to immediate followup by the managing staff onboard the vessels and onshore ensuring conditions guarantees equal opportunity. The gender ratio in administration onshore is approx. 37 % women and 63 % men. For the company in total the ratio of women is approx. 12%. There are two top positions in the Group management held by a woman. For the Group, the distribution among the employees is about 13 % women and about 87 % men. Health, safety, the environment and quality: The goal of the Group s health, safety, the environment and quality policy is zero tolerance when it comes to injury to persons, damage to ships, work-related illness and environmental damage. Company aims to achieve this goal by establishing a good work environment and work routines both onboard the vessels and onshore. The risk factors linked to the company s operations are continuously identified and the necessary risk-reducing measures implemented. The Group has established procedures for dealing with accidents and other emergency situations and meets international requirements concerning safeguards against acts of terrorism. The Group aims to be known in the market for providing high-quality services and in accordance with national and international laws and regulations. To achieve these goals, the Group has established an integrated health, safety, environment and quality control system that is used by both the onshore organisations and crew on board the vessels. The system meets all relevant requirements with regard to international standards as well as requirements and guidelines developed by branch organisations within the offshore and shipping sectors. The system undergoes continuous improvements based on reports from users and annual reviews by customers, authorities and the organisation itself. The goal for the future with regard to the integrated health, safety, the environment and quality system is to achieve combined certification pursuant to the requirements of the ISM code and ISO 9001:2000 quality standard. Over the last year it has been one serious work-related injury among employees and contracted personnel. The Group is continuously working to reduce the number of work related injuries.

External environment: The machinery on the vessels run on fuel and, apart from the emissions from this machinery, the Board does not believe that the ships pollute the external environment beyond what is normal for this type of maritime activity. The Group is continuously working to reduce any discharge to sea and air. Continued operations: (parent company) has positive equity as per December 31, 2014. The company's shareholdings in subsidiaries, in the board's opinion, have significant higher value relative to the book values. The annual accounts for 2014 for the Group were drawn up under the assumption of continued operations. Review of annual accounts: The operating profit for the Group in 2014 was MNOK 270.0 compared to MNOK 288.3 in 2013. Net financial items were MNOK -259.2 compared to MNOK -216.9 in 2013. The company has both in 2013 and 2014 had major non-recurring costs related to refinancing and raising new loans The Group has in 2014 had a tax income of MNOK 21.7, compared to MNOK 2.7 in the tax expense in 2013. The final result was a profit of MNOK 32.5 compared to MNOK 68.7 in 2013. Total year end assets were MNOK 5 763 compared to MNOK 4 969 the previous year. The percentage of shareholder s equity on December 31, 2014 was 28.3 % compared with 29.9 % on December 31, 2013. Boa PSV AS has two newbuilding contracts with Nantong Mingde Heavy Industries in China. The yard has over a period of time, had financial problems and there has not been any progress in the building process. At the end of 2014 the yard started debt settlement negotiations with their creditors. The yard has confirmed that despite the debt settlement negotiations, they will complete the building process for the vessels. Boa PSV has started a legal process to look into the company s rights to cancel the contracts according to the British regulations they are subjected to. Boa PSV AS has received bank guarantees from the yard for paid-in capital on the projects and this guarantee is considered to cover all paid-in capital to the yard. In addition, Boa Shipping AS has previous years completed payments to the shipyard on other projects. It is believed that these payments are intact and it is therefore not necessary for further impairment of newbuilding projects. Financial risk: Market risk: The Group is susceptible to changes in currency rates considering that the Group's earnings and long-term financing is partly in foreign currency. However, the currency risk is reduced somewhat since the operating costs of the Group are in the same currency. The Group continually considers entering into forward contracts and other agreements in order to reduce the currency risk. By 31.12.2014 the total of the group s interest bearing debt was NOK 3 650 million where of NOK 1 002 million is secured by interest rate swap agreements or fixed rate. Credit risk: The risk that the other contracting party will not have the financial means to meet its obligations is considered low. Agreements have not been made for set-offs or other financial tools to minimise the Group s credit risk. Liquidity risk: The group s liquidity position as of 31.12.2014 is NOK 634 million. The initiated new-building program is fully financed with both short-term construction loans and long-term financing. The parent company has 2 bonds of a total of NOK 559 million listed at Oslo Stock Exchange ABN, as well as a non listed bond of NOK 50 million outstanding. The bonds have maturity dates in 2015 (NOK 59 million) and 2018 (NOK 500 million) and 2020 (NOK 50 million). The total of outstanding bonds as of 31.12.2014 was NOK 2 179 million.

Appropriation of profits: The year-end result of the parent company,, was MNOK 864,8. The Board proposes the following distribution: Transferred to other equity MNOK 855,7 Group contribution MNOK 9,1 Events after the balance sheet date: No events have taken place after the end of the financial year that would materially affect the evaluation of the Group's profit and loss account or balance sheet as per December 31, 2014. Future Development: The short to medium term outlook for some of the segments Boa Offshore operates within remains uncertain, despite a 30% recovery of the Brent oil price from the January 2015 low to the current USD60/bbl. A number of offshore projects are now being postponed as oil companies focus more on cash flow on the back of lower oil prices. On the other hand the cost level of the oil and gas industry has adjusted and decreased as a result, and oil prices probably need to recover to the USD70-80/bbl range to spur demand growth again in general. Sanctioned projects and projects under development will provide a certain sustained activity level in the short to medium term. A number of the segments Boa Offshore operates within are exposed to other sectors and industries than oil and gas. Both the barge and tug businesses of Boa are exposed to other industries and demand drivers than oil and gas. For both these segments we see good possibilities for the next couple of years. A large part of the work performed by Boa OCV and BMSI is within the IMR part of the subsea sector, which is less cyclical than the installation segment. BMSI and the AHTS segment represent the spot exposed income in the Boa Group. Activity in the US GoM, where BMSI operates, is relatively healthy. However, increased competition from more vessels mobilized to the region represents some risk in the short to medium term. In the AHTS segment the level of the North Sea AHTS spot fleet will determine the strength of the market, as demand from working rigs and FPSO installations are seen stable to slightly up Y/Y in 2015. The long-term outlook for the offshore sector is still considered to be prospective as global demand for oil and gas continue to grow, and offshore will play an important role in developing new reserves and increase production. The Group's strategy remains to focus on a modern fleet of large offshore vessels adapting to new demands from customers and the increased long-term activity in offshore developments. The Group seeks to balance the contract portfolio between spot and long-term contracts.

Parent company Income statement Figures in 1 000 NOK Group 2014 2013 Operating income and operating expenses Note 2014 2013 256 082 215 124 Total operating income 1 765 482 1 247 198 5 782 8 573 Operating cost ships 1 016 818 534 821 189 087 152 650 Payroll expenses 3, 9, 16 267 597 243 987 1 476 2 559 Depreciation 4 190 665 141 283 30 5 Write down fixed assets 4 30 5 35 156 26 674 Other operating expenses 3, 16 20 342 38 772 231 532 190 462 Total operating expenses 1 495 452 958 869 24 550 24 662 Operating result 270 030 288 329 Financial income and expenses 862 549 39 328 Income from subsidiaries 0 0 88 752 70 896 Interest income from group companies 16 8 651 7 805 5 464 500 Other interest income 11 703 4 115 3 772 3 943 Other financial income 74 283 36 995 141 8 101 Depreciation of other financial fixed assets 141 0 62 926 69 656 Interest expense to group companies 16 668 1 072 50 299 14 041 Other interest expenses 242 544 185 978 4 621 20 513 Other financial expenses 110 496 78 780 842 550 2 357 Financial result -259 212-216 915 867 100 27 019 Result before tax 10 818 71 413 2 286 9 669 Tax on ordinary result 12-21 704 2 687 864 814 17 350 Profit for the year 32 522 68 727 0 0 Minority share -5 982 93 9 100 12 167 Dividend 9 100 12 167 855 714 5 183 To other equity 8 23 422 56 560 864 814 17 350 Net brought forward 32 522 68 727

Parent company Balance sheet Figures in 1 000 NOK Group 31.12.2014 31.12.2013 Fixed assets Intangible assets Note 31.12.2014 31.12.2013 204 422 206 707 Deferred tax asset 12 205 563 177 335 204 422 206 707 Total intangible assets 205 563 177 335 Tangible fixed assets 5 447 1 447 Buildings and land 5 447 1 447 4 121 10 067 Vessels 2 721 196 1 976 156 2 752 1 475 Equipment and other movables 5 248 3 298 0 0 Newbuilding contracts 1 232 648 1 417 040 12 320 12 988 Total tangible fixed assets 4 3 964 539 3 397 941 Financial fixed assets 299 315 297 125 Investments in subsidiaries 5 0 0 1 623 254 1 096 946 Loans to group companies 6, 11 167 433 144 175 20 160 Investments in shares 5 270 410 12 440 5 928 Other receivables 6, 9 201 032 191 496 1 935 029 1 400 159 Total financial fixed assets 368 735 336 081 2 151 771 1 619 855 Total fixed assets 4 538 837 3 911 356 Current assets 189 209 Inventories 5 427 2 709 Receivables 14 528 8 179 Trade receivables 391 391 246 224 153 673 55 418 Loans to group companies 11 53 2 275 11 251 11 396 Other receivables 12 192 269 58 197 179 453 74 992 Total receivables 583 713 306 696 Investments 0 0 Other financial instruments 334 340 0 0 Total investments 334 340 186 843 393 375 Cash and bank deposits 14 634 206 748 201 366 485 468 577 Total current assets 1 223 679 1 057 946 2 518 256 2 088 431 Total assets 5 762 516 4 969 303

Parent company Balance sheet Figures in 1 000 NOK Group 31.12.2014 31.12.2013 Equity and liabilities Restricted equity Note 31.12.2014 31.12.2013 2 500 2 500 Share capital 7, 8 2 500 2 500 74 447 74 447 Share premium 8 74 447 74 447 3 106 3 106 Other restricted equity 8 3 106 3 106 80 053 80 053 Total restricted equity 80 053 80 053 Retained earnings 1 084 269 233 102 Other equity 8 1 552 211 1 407 159 1 084 269 233 102 Total retained earnings 1 552 211 1 407 159 1 164 321 313 154 Total equity 1 632 263 1 487 211 0 0 Minority share 124 682 63 769 Liabilities Provisions 0 528 Other provisions 15 0 79 310 0 528 Total provisions 0 79 310 Other long term liabilities 609 200 559 200 Bonds 10, 13 2 179 200 1 961 700 30 000 15 022 Liabilities to financial institutions 10, 13 1 470 676 912 380 662 126 1 161 199 Liabilities to subsidiaries 11 12 142 11 474 0 0 Other long term liabilities 10, 13 0 5 925 1 301 326 1 735 421 Total other long term liabilities 3 662 018 2 891 479 Current liabilities 0 0 Liabilities to financial institutions 0 1 234 4 342 4 437 Trade creditors 261 574 386 302 17 032 13 729 Liabilities to subsidiaries 11 0 12 227 0 0 Tax payable 12 11 502 15 604 8 987 7 008 Public duties payable 9 597 7 943 9 100 0 Dividends 11 9 100 0 13 148 14 154 Other short term liabilities 176 462 87 992 52 609 39 328 Total short term liabilities 468 235 511 303 1 353 935 1 775 277 Total liabilities 4 130 253 3 482 092 2 518 256 2 088 431 Total liabilities and equity 5 762 516 4 969 303

Consolidated Cash Flow Statement Figures in 1 000 NOK YTD 2014 YTD 2013 YTD 2014 YTD 2013 Cash flow from operating activities 867 100 27 019 Profit before income taxes 10 818 71 413-356 -96 Income tax payable -15 860-19 553 1 506 2 559 Depreciation and write-down 190 695 141 288 33-759 Gain on sale of tangible fixed assets 33-4 179 141 8 101 Write-down of financial fixed assets 141 0 0 Currency gain/-loss 38 445 10 994 20-108 Changes in inventories -2 718 712-6 349-5 529 Changes in trade receivables -145 167-88 054 501-1 116 Changes in other receivables -134 072 3 192-95 -609 Changes in trade creditors -43 210-41 799-524 945-166 143 Changes in receivables from group companies -32 595-34 754 969 9 045 Changes in other short-term liabilities 89 272 9 629-524 024-166 964 Net cash flow from operating activities A -44 218 48 888 Cash flow from investing activities 5 445 3 170 Sale of tangible fixed assets 5 445 321 999-5 890-1 634 Purchase of tangible fixed assets -806 185-617 414-6 512 0 Changes in other investments -9 530-175 302-9 147-394 Net cash flow from investing activities B -810 270-470 717 Cash flow from financing activities 80 000 625 000 Raised long term liabilities 1 886 854 1 466 623-15 022-151 717 Paid in long term liabilities -1 155 450-581 935 0 201 Changes in liabilities -36 244 14 912 261 661 30 975 Group contribution -17 667-12 167 Paid in share capital 63 000 63 000 326 639 504 460 Net cash flow from financing activities C 740 494 950 432-206 532 337 102 Net changes in cash and cash equivalents A+B+C -113 995 528 604 393 375 56 273 Cash and cash equivalent start at period 748 201 219 597 186 843 393 375 Cash and cash equivalents at end of period 634 206 748 201

Note 1 Accounting principles The annual accounts are established in accordance with the Norwegian Accounting Act of 1998 and generally accepted accounting principles. Consolidation principles The consolidated financial statement comprises and subsidiaries, where the company has controlling interest as a result of legal or actual control. The consolidated accounts are established in accordance with uniform accounting principles for similar transactions within all companies included in the consolidated financial statement. All essential transactions and outstanding accounts between companies within the group are eliminated. Investments in companies in which the group has considerable influence (associates and joint ventures) are valued in the consolidated financial statement in accordance with the equity method. Considerable influence generally means that the group owns 20 to 50 percent of the voting capital. Principle rule for recording and categorising assets and debts Assets intended for long-term ownership or usage are categorised as fixed assets. Other assets are categorised as current assets. Debts to be paid back within a year are also categorised as current assets. Similar criteria are used to categorise short-term and long-term debts. Fixed assets are valued at purchase cost, and depreciated over the economic lifetime. If the actual value of the fixed assets is lower than the booked value and the decrease in value is not expected to be temporary, devaluation to the actual value is carried out. Fixed assets are depreciated linearly. Current assets are recorded at the lowest of historical cost and net realisable value. Other long-term and short-term debts are recognised at nominal value. Assets and debt in foreign currency Money items in foreign currency are converted at the rate applicable on the balance sheet date. Capitalised interests Interest related to ships under construction are capitalized. Shares in associates, joint ventures and subsidiaries Investments in subsidiaries are valued according to the cost method and written down at the actual value if the decrease in value is not temporary, and it is considered necessary in accordance with generally accepted accounting principles. Dividend from subsidiaries are recorded as other financial income. The same applies to investments in associates and joint ventures. Other shares classified as fixed assets Shares and investments in general partnerships and limited partnerships in which the company does not have considerable influence are valued according to the cost method. Investments are written down at the actual value if the decrease in value is not expected to be temporary. Profits received from the companies are recognised as other financial income. Bonds classified as fixed assets Bonds are recognised at purchase cost. Bonds are written down at the actual value if the decrease in value is not expected to be temporary. Investments classified as floating assets Market-based financial instruments, including shares included in a trading portfolio, are recognised at the actual value on the balance sheet date.

Receivables Accounts receivable and other receivables are entered at nominal value after deducting the provision for expected losses. The provision for losses is based on an individual assessment of the separate claims. Bank deposits, cash, etc. This category includes cash, bank deposits and other forms of payment with an expiration date that is shorter than three months from purchase. Revenue Revenues from the sale of services are recognised in the income statement according to the project's level of completion. Revenues are booked at the net sales value at the time of the transaction. Expenses Expenses are recognised in the same period as the related revenues. In those instances in which there is no clear connection between expenses and revenues, the distribution is determined based on discretionary criteria. Other exceptions from the classification principle are disclosed when relevant. Pensions Contribution pension plan The company has a contribution-based obligatory company pension scheme for onshore personnel. This is expensed at date of payment. Performance-based scheme The company also has a performance-based company pension scheme for maritime personnel. The liability is valued annually and the balance is classified as long-term provisions (receivables) in the balance sheet. Government subsidies The group receives a subsidy from the Norwegian Maritime Directorate in connection with the employment of Norwegian maritime personnel. The subsidy is entered as a reduction under the group's salary costs. Taxes Tax expenses are grouped with operating profit before tax. Taxes are recognised directly in equity to the extent that they relate to equity transactions. The Ship Owning companies is taxed by the Norwegian shipowning tax regime as of 01.01.2007. Tax cost includes taxes payable (tax on this years taxable income and interest surplus), tonnage tax and change in net deferred taxes. Deferred tax and deferred tax benefits are entered in net amounts on the balance sheet. Miscellaneous All figures in the notes are quoted in NOK 1 000.

Note 2 Segments OCV vessels Seismic vessels Barges Other / elimination Operating income 363 435 121 150 167 802 1 113 095 1 765 482 EBITDA 255 661 63 769 119 733 21 562 460 725 EBIT 171 322 26 541 83 295 (11 128) 270 030 Total Note 3 Personnel compensation, number of employees and loans to employees etc. Parent company Group 2014 2013 2014 2013 Salaries 161 916 129 232 208 274 164 791 Employer's national incurance contribution 15 823 12 350 16 641 14 300 Pension contribution 4 221 5 206 4 371 6 331 Other personnel expenses 6 548 4 774 6 701 6 132 Hired in staff 579 1 089 31 611 52 433 Total personnel costs 189 087 152 650 267 597 243 986 Number of man-labour years employed 297 261 371 346 Management remuneration Salary Pension cost Other CEO 2 519 18 490 Board of Directors parent company 150 group 150 Loan and securities to shareholders, management personnel and employees Amount Interest rate Securities Employees 2 005 0-4 % Security in fixed assets Related parties 5 000 4 % Pledged shares Auditor Parent company Group Audit fee for 2014 to Deloitte AS was NOK 262 902 Fee for audit related services was NOK 11 66 Fee paid to Deloitte Advokatfirma AS was NOK 268 268

Note 4 Fixed assets Parent company Vessels Periodic maintenance Property Property, Vehicles Acquisition cost on 01.01 22 143 0 1 447 1 634 25 223 Corr. due to change of princ. 426 426 Additions 4 000 1 890 5 890 Disposals -13 143-13 143 Acquisition cost on 31.12 9 000 426 5 447 3 523 18 396 Accumulated depreciation 01.01 12 077 0 0 158 12 235 Acc. depreciation disposals -7 665 0-7 665 Acc. Write-down disposals 782 111 583 1 476 Depreciation this year 30 30 Accum. depreciation 31.12. 5 194 111 0 771 6 076 Sum Book value 3 806 314 5 447 2 752 12 320 Economic life 16 years 2,5-5 years 5 years Depreciation schedule Linear Linear Linear Annual lease amount on fixed assets not included on the balance sheet 449 Group Vessels Periodic maintenance Ships under construction Buildings, land and equipment Acquisition cost on 01.01 2 749 196 0 1 464 440 11 505 4 225 141 Corr. due to change of princ. -111 963 110 423 0 0-1 540 Additions 126 041 128 680 625 706 7 276 887 703 Completed vessels 736 017 0-736 017 0 0 Disposals -13 143-10 551-100 816 2 756-121 754 Acquisition cost on 31.12 3 486 147 228 552 1 253 313 21 538 4 989 551 Accumulated depreciation 01.01 773 043 0 47 400 6 760 827 203 Corr. due to change of princ. -3 279 45 106 0 0 41 827 Acc. depreciation disposals -7 684-2 628-26 735 2 334-34 714 Depreciation this year 153 351 35 594 0 1 720 190 665 Write-down this year 0 0 0 30 30 Accum. depreciation 31.12. 915 431 78 073 20 665 10 843 1 025 011 Sum Book value 2 570 717 150 479 1 232 649 10 695 3 964 539 Economic life 16-27 years 2,5-10 years 5 years Depreciation schedule Linear Linear Linear Annual lease amount on fixed assets not included on the balance sheet 307 836 The group companies were making allocations for class costs. The allocations was made based on estimated time for next periodic class survey. From 01.01.2014 the cost of periodic maintenance of vessels is capitalized and depreciated to the next periodic maintenance.

Note 5 Shareholdings in subsidiaries, associated companies and joint ventures Group Year of aquisition Office address Share Equity Dec. 31 2014 Results 2014 Subsidiaries (Norwegian) Boa Shipping AS 2000 Trondheim 100 % 311 735-39 730 Boa OCV AS 2002 Trondheim 100 % 194 076 103 456 Boa SBL AS 2008 Trondheim 100 % 212 473 5 018 T.A. Kittilsen Shipping AS 1998 Brevik 100 % 9 145 2 610 Nye Kystlink AS 2012 Trondheim 100 % -3 173-1 316 Det Nordenfjeldske Dampskibsselskab A 2012 Trondheim 77 % 5 443-20 Tier subsidiaries (Norwegian) Boa Barges AS 2008 Trondheim 100 % 315 603 53 603 Boa PSV AS 2011 Trondheim 100 % 55 421-47 911 Boa IMR AS 2014 Trondheim 100 % 41 2 Boa Tugs AS 2008 Trondheim 100 % 73 600-14 683 NFDS Offshore 1 AS 2012 Trondheim 77 % 243 139-24 964 NFDS Offshore 2 AS 2014 Trondheim 78 % 281 541-459 Subsidiaries (foreign) Boa Marine S.A 2006 Gdynia i Polen 100 % 6 97 Rederi AB 2005 Sverige 100 % 1 032-28 Boa Tugs AB 2011 Sverige 100 % 144-203 Boa Offshore LLC 2011 USA 100 % -9 032-1 460 Tier subsidiaries (foreign) Boa Marine Services Inc. 2009 USA 100 % 40 022 7 363 Fixed assets Parent company Company Share Acq. costs Book value Market value Midnor Bestik (foundation) 0,50 % 10 10 10 EMGS ASA 135 4 4 Nio Inc. 10 0 0 Åfjord Utvikling AS 3 % 6 6 6 Sum 160 20 20 Group Company Share Acq. costs Book value Market value Midnor Bestik (foundation) 0,50 % 10 10 10 EMGS ASA 135 4 4 Nio Inc. 10 0 0 Åfjord Utvikling AS 3 % 6 6 6 Taklift AS 10 % 250 250 250 Sum 410 270 270

Note 6 Long-term receivables Parent company Group 2014 2013 2014 2013 Receivables from group companies 1 627 254 1 096 946 171 433 144 175 Other long-term receivables 12 440 5 928 201 032 191 496 Sum 1 639 694 1 102 874 372 465 335 671 Note 7 Shareholder information Shares Equity share Voting share Taubåtkompaniet AS 2 000 100,00 % 100,00 % Total number of shares 2 000 100,00 % 100,00 % The company's share capital is NOK 2 500 000, distributed among 2 000 shares of par value NOK 1 250. The company has only one class of shares. The company and its subsidiaries is a part of the group Taubåtkompaniet AS. The groups financial statement can be distributed from the office in Trondheim. Note 8 Parent company Shareholder's equity Share capital premium equity Other equity SUM Equity 01.01. 2 500 74 447 3 106 233 101 313 154 Profit of the year 864 814 864 814 Corr. due to change of princ. 953 953 Additional dividend 2013-5 500-5 500 Dividend -9 100-9 100 Equity 31.12. 2 500 74 447 3 106 1 084 269 1 164 321 Share Other restricted Group Other Share restricted Share capital premium equity Other equity SUM Equity 01.01. 2 500 74 447 3 106 1 407 159 1 487 211 Paid in capital 63 000 63 000 Profit of the year 32 522 32 522 Dividends -9 100-9 100 Additional dividend 2013-5 500-5 500 Corr. due to change of princ. 36 244 36 244 Conversion differences 27 886 27 886 Equity 31.12. 2 500 74 447 3 106 1 552 211 1 632 263

Note 9 Pension costs and net pension liabilities The company is obliged to have a company pension scheme in accordance with the Norwegian Pension Act. for all employees. The company has performance-based pension schemes for a total of 95 persons. These schemes entitle the employee to certain future payments. This primarily depends on the number of years of employment, the salary level upon reaching retirement age and the size of the contribution from the National Insurance. These obligations are covered through an insurance company. Pension cost 2014 2013 Net present value of pension build-up this year 1054 882 Interest costs for pension obligation 270 267 Return on pension funds -305-257 Estimated deviation recorded 308 250 Administrative costs 154 107 Accrued employer's contribution 165 141 Net costs after employer's contribution 1647 1389 Pension obligation 2014 2013 Pension obligation -8 895-6 928 Pension funds (at market value) 6 539 6 270 Accrued employer's contribution -332-93 Deferred obligation for (losses)/profits 7 008 4 623 Net pension funds 4 318 3 872 Financial assumptions 2014 2013 Interest rate 2,3 % 4,0 % Expected return 3,2 % 4,4 % Salary increase 2,8 % 3,8 % G-regulation 2,5 % 3,5 % Regulation of continuous pension 0,0 % 0,6 % Employer's contribution rate 14,1 % 14,1 % Voluntary resignation before the age of 40 0 % 0 % Voluntary resignation after the age of 40 0 % 0 % Actuary predictions for demographic factors and resignations are based on commonly used assumptions within the insurance industry. Note 10 Long-term debts Parent company Instalments of debt falling due more than 5 years from the balance date: 2015 2016 2017 2018 2019 Instalments 89 200 0 0 500 000 0 50 000 Group Instalments of debt falling due more than 5 years from the balance date: 2015 2016 2017 2018 2019 Instalments 295 178 241 905 242 006 742 114 1 319 952 596 845 A MNOK 212 loan in Boa PSV AS is both a combined construction- and Long term loan, and as such not included in the above table.

Note 11 Outstanding accounts with companies within the same group Parent company Long term liabilities Short term liabilities 2014 2013 2014 2013 Taubåtkompaniet AS 9 100 12167 Boa OCV AS 505 113 1 019 752 6 167 Boa SBL AS 101 287 94 481 4 589 Boa Shipping AS 900 Boa Eiendom AS 60 Boa Barges AS 50 162 46 925 33 T.A.Kittilsen Shipping AS 157 Boa Marine Services SA. 450 315 Boa Marine Services Inc. 5 537 732 Boa Offshore LLC NFDS Offshore 1 AS 4003,17 Boa Tugs AB 16 1 187 Rederi AB 12 40 Sum 662 126 1 161 199 26 132 13 729 Long term receivables Short term receivables 2014 2013 2014 2013 Taubåtkompaniet AS 131 455 133 454 Boa OCV AS 53 953 42 628 Boa SBL AS 62 855 59 389 2 583 4 404 Boa Shipping AS 1 112 101 792 039 4 015 Boa Eiendom AS 30 600 10 721 53 250 Boa Barges AS 26 518-162 Boa Tugs AS 64 476 17 814-476 76 Boa Tugs AB 281 Boa PSV AS 127 058 32 511 T. A. Kittilsen Shipping AS 15 593 16 249 11 684 2 083 Boa Marine Services Inc 6 189 26 906 3 432 Boa Offshore LLC 26 581 26 163 7 215 Nye Kystlink AS 4 276 2 410 NFDS AS 64 7 NFDS Offshore 1 AS 42 368 21 223 432 NFDS Offshore 2 AS 168 Boa Investment AS 9 378 2 275 Sum 1 495 799 963 492 153 673 55 418 Group Long term liabilities Short term liabilities 2014 2013 2014 2013 Taubåtkompaniet AS 131 455 133 454 Boa Eiendom AS 30 600 10 721 53 Boa Investment AS 9 378 2 275 Sum 171 433 144 175 53 2 275 Group Long term debt Short term debt 2014 2013 2014 2013 Boa Eiendom AS 60 Taubåtkompaniet AS 12 142 11 474 9 100 12 167 Sum 12 142 11 474 9 100 12 227

Note 12 Tax Parent company This years tax: 2014 2013 Changes in deferred tax 2 284 7 847 Tax payable US 2 96 Tax previous years 0 1 727 This years tax expense 2 286 9 669 This years tax basis: 2014 2013 Result before tax 867 100 27 019 Permanent differences -862 199 10 908 Changes in timing differences -18 155-25 386 Group contribution 4 549-37 245 This years tax basis -8 705-24 704 Tax payable in balance: 2014 2013 Tax paid in US -354 0 SkatteFUNN tax deduction -1 440-990 Tax payable in balance -1 794-990 Temporary differences: 2014 2013 Tangible fixed assets 2 005 2 467 Profit and loss account -70 003-87 631 Provisions 0-528 Short term liabilities 4 383 3 922 Tax losses carried forward -693 505-683 810 Net temporary differences -757 120-765 580 Net deferred tax -204 422-206 707

Group: This years tax: 2014 2013 Changes in deferred tax -28 228-15 978 Tax payable Norway 11 440 14 830 Tonnage tax 154 141 Tax previous years 703 1 075 Tax payable US -5 774 2 620 This years tax expense -21 704 2 687 This years tax basis, ordinary taxation: 2014 2013 Result before tax 866 580 28 302 Permanent differences -862 282 10 830 Changes in timing differences -17 277-23 642 This years tax basis -12 980 15 489 Calculation of tax base for the year shipping taxation: 2014 2013 Profit and loss account 42 371 52 964 Financial result -85 416 1 200 Loss carried forward used -43 138-3 350 Tax base for the year -86 183 50 814 Tax payable in balance: 2014 2013 Calculated tonnage tax 154 141 Taxes payable 11 348 15 464 Tax payable in balance 11 502 15 604 Temporary differences: 2014 2013 Tangible fixed assets 5 108 7 825 Receivables -1 497-965 Profit and loss account 99 977 124 535 Provisions 0-2 347 Short term liabilities 4 383 3 922 Tax losses carried forward -869 315-789 766 Net temporary differences -761 345-656 796 Net deferred tax -205 563-177 335 The shipowning companies in the group are taxed in accordance with the Norwegian shipowning tax regime.

Note 13 Pledges and guarantees, etc. Parent company: Book debt secured by pledge: 2014 2013 Debts to credit institutions 30 000 15 022 Accrued interest 0 312 Total 30 000 15 334 Book value of pledged assets: 2014 2013 Cash deposits 0 3 024 Vessels 0 5 698 Money Claim 30 000 0 Total 30 000 8 722 Book value of assets mortgaged for debt for group companies: 2014 2013 Shares 280 344 280 344 Vessels 0 5 698 Total 280 344 286 042 Guarantee liabilities 776 876 637 905 is the guarantor for the fulfillment of loan obligations in Boa Barges AS, Boa PSV AS, Boa Tugs AS, NFDS Offshore 1 AS and NFDS Offshore 2 AS. Group: Book debt secured by pledge: 2014 2013 Debts to credit institutions 3 035 739 2 320 805 Accrued interest 21 652 16 723 Total 3 057 391 2 337 528 Book value of pledged assets: 2014 2013 Cash deposits 253 106 304 941 Accounts receivables 138 352 90 588 Vessels 3 646 902 2 883 931 Shares/bonds 1 125 895 327 439 Group receivables 1 033 230 1 019 752 Other 74 334 0 Total 6 271 818 4 626 651 Guarantee liabilities 776 876 637 905 Note 14 Bank deposits Parent company Group Restricted deposits 2014 2013 2014 2013 Employees' tax deduction 5 531 4 181 5 982 4 481 Other restricted deposits 76 859 3 020 153 536 11 997 Total 82 390 7 201 159 518 16 478 Note 15 Other appropriations for liabilities The group companies were making allocations for class costs. The allocations was made based on estimated time for next periodic class survey. From 01.01.2014 the cost of periodic maintenance of vessels is capitalized and depreciated to the next periodic maintenance. See further note 4.

Note 16 Intercompany transactions The owner of the company is Taubåtkompaniet AS, with 100 % of the shares. Ole T Bjørnevik is controlling Boa Holding AS. Management remunerations are mentioned in note 3, and the outstanding accounts with group companies are mentioned in note 9. Mortages and guarantees are mentioned in note 11. Operating transactions: 2014 2013 Income - Mother company 18 18 - Subsidiary 224 892 194 616 - Other group companies 1 013 2 282 Total revenue from operating transactions 225 923 196 916 Services - Subsidiary 1 603 6 007 - Other group companies 219 84 Total expenses from operating transactions 1 822 6 091 Investing transactions: 2014 2013 Shareholder contribution - Other group companies 0 4 547 Property purchase - Other group companies 4 000 0 Sale of shares / transfer of receivable - Other group companies 0 10 098 Total investing transactions 4 000 4 547 Finance transactions: 2014 2013 Group contribution and dividend - Subsidiary 862 549 39 328 Interest income - Mother company 7 343 7 793 - Subsidiary 67 462 52 194 - Other group companies 1 308 12 Income from guarantee commission - Subsidiary 12 639 10 475 Total income from finance transactions 951 300 109 801 Interest expense - Subsidiary 62 926 68 929 - Other group company 668 577 Guarantee commission - Mother company 26 149 Total expenses from finance transactions 63 619 69 656 Dividend - Mother company 14 600 12 167 Total dividend 14 600 12 167 Service to group companies are priced at the same conditions as for external parts. Services to group companies are management and crew hire. These services are priced at cost + 2,5% to 10%. Financial transactions are priced at the same conditions as for external parts.

Group: Operating transactions: 2014 2013 Income - Mother company 18 18 - Other group companies 1 013 2 282 Total revenue from operating transactions 1 031 2 300 Services - Other group companies 219 84 Total expenses from operating transactions 219 84 Investing transactions: 2014 2013 Property purchase - Other group companies 4 000 Total investing transactions 4 000 0 Finance transactions: 2014 2013 Interest income - Mother company 7 343 7 793 - Other group companies 1 308 12 Total income from finance transactions 8 651 7 805 Interest expense - Mother company - Other group companies 668 577 Guaratee commission - Mother company 26 149 Total expenses from finance transactions 695 727 Dividend - Mother company 14 600 12 167 Total dividend 14 600 12 167 Service to group companies are priced at the same conditions as for external parts. Services to group companies are management and crew hire. These services are priced at cost + 2,5% to 10%. Financial transactions are priced at the same conditions as for external parts.