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OUR VISION
NOCC shall be a leading and preferred tonnage provider to the major global car carrier
operators.
OUR MISSION
NOCC shall through investments in a fleet of high quality and efficient car carriers, first class
operations and customer service, create sustainable values for our customers and shareholders.
We shall:
• have a long term perspective in our relationship with customers and other stakeholders
(“LONG-TERM VIEW”)
• be reliable, predictable and transparent (“TRUST”)
• provide efficient services adapted to our customers’ current and future needs
(“CUSTOMER ORIENTED”)
• through common efforts deliver quality in everything we do (“QUALITY”)
• build and maintain a team of committed and motivated employees with key technical,
commercial and financial expertise (“COMPETENCE”)
Key figures /4
OUR BUSINESS
NOCC at a glance /5
Board members /9
Board of Directors’ report / 11
GROUP
Income statement / 19
Consolidated statement of comprehensive income / 20
Statement of financial position as at 31 December / 21
Statement of financial position as at 31 December / 22
Statement of cash flows / 23
Consolidated statement of changes in equity / 25
Notes / 27
PARENT
Glossary / 84
KEY FIGURES
2) Cash flow per share equals result before tax plus depreciation/write-downs divided by average number of shares outstanding. are excluded from these
calculations.
OUR BUSINESS
NOCC AT A GLANCE
NOCC is an owner of car carriers and ro-ro vessels. The Company was founded in 1930 by
At the end of 2013 the Company owned a fleet of Sverre Ditlev-Simonsen under the name of
12 vessels, of which 2 were partly owned. In January Skipsaktieselskapet Eidsiva,. Over the years the
2014 the Company sold one partly owned 1994 Company has developed from being an owner and
built vessel for recycling, bringing the current fleet operator of dry cargo vessels, tankers and semi-
to 11 vessels. submersible drilling rigs and since the mid 1990s
the Company has concentrated its activity in the car
NOCC charters its vessels to major operators carriers, ro-ro vessels and ferry markets. The activity
which enter into shipment contracts with car has since 2010 been focused solely on car carriers.
manufacturers and car traders. The Company
concentrates its investments into modern, fuel In 2010 the Company entered into a business
efficient and flexible car carriers within the size combination agreement with Dyvi Holding AS,
range of 4 000–7 500 CEU, which are deep sea which involved the purchase of all the shares in
vessels ideally suited for transportation of both cars Dyvi Shipping AS. Dyvi was established in 1955
and “high and heavy” cargo. by Jan-Erik Dyvi and has owned car carriers on
a continuous basis from the delivery of the first
With 50 years continuous presence in the car car carrier newbuilding in 1964. As a part of the
carrier market, NOCC has built its business based transaction, the Company was renamed Norwegian
on long-term relationships with all the major car Car Carriers ASA.
carrier operators. The aim is to balance customer
commitments with the need to time vessel In March 2014 the shares of the Company was
acquisitions and disposals in accordance with the acquired by Car Carrier Investments AS, a company
market cycles. The vessels are currently employed owned 50/50 by Klaveness Invest AS, a subsidiary
on time charter contracts with a remaining duration of Klaveness Marine Holding AS, and Nautilus H
of between one month and six years. Technical Limited, a wholly owned subsidiary of J.P. Morgan
ship management is outsourced to external Global Maritime Investment Fund L.P.. Subsequent
ship management companies. Ship managers to completion of the acquisition the shares of the
are actively monitored in order to safeguard Company was de-listed from Oslo Stock Exchange
operational performance, safety and quality. and it has been decided to convert the Company
from a public limited company to a private limited
company. The Parent company will be renamed
Norwegian Car Carriers AS.
EXECUTIVE TEAM
Chief Executive Officer Chief Financial Officer Senior Director Technical & Director Chartering and
(born 1965) (born 1972) Operations Commercial, (born 1966)
(born 1960)
Mr. Dahm was appointed Chief Mr. Gunstad joined NOCC Mr. Nyfløt joined NOCC
Executive Officer of the Company in August 2012. He has Mr. Guldteig holds an MBA from as Director of Business
in March 2012. Prior to this about 14 years’ experience ESCP-EAP in France/BI in Norway Development in 2004.
appointment, Mr. Dahm has from banking and financing and a MSc. in Marine Machinery & He has broad experience
served in the Company as Deputy within the shipping and Ships Operations from NTH as well from the Car Carrier industry
Chief Executive Officer and Chief offshore industry. Mr. Gunstad being a Licenced Marine Engineer with 15 Years in commercial
Financial Officer. Mr. Dahm has has held various positions from TMH. He has extensive management
broad experience from operational with international financial maritime and technical experience positions in NOSAC/Wilh.
and financial positions in the institutions like DVB Bank and from various positions, latest as Wilhelmsen/Wallenius
shipping industry amongst others Credit Agricole CIB. Prior to Technical Director with Marine Wilhelmsen Lines AS in
as Managing Director of Dyvi joining NOCC he held the Subsea AS and previously as General Scandinavia and Asia,
Shipping (2006-2010), head of position as Deputy Head Manager of Wilhelmsen Technical & of which the last 5 Years
the Beltunloader and Transloader of the Offshore Drilling & Operational Solutions AS. in Trade and Chartering
shipping activities in the Torvald Production Group at DVB Management positions in
Klaveness Group (2000-2004) and Bank. Mr. Gunstad holds WWL Head office Stockholm.
from Credit Agricole Indosuez (Credit a Master in Business and Mr Nyfløt holds a graduation
Agricole CIB), Paris 1998-2000. He Economics (“siviløkonom”) as Associate in Business
holds a Master in Business and from the Norwegian School of Administration from the
Economics (“siviløkonom”) from Management, BI (1998). Norwegian School of
Norwegian School of Economics Management (BI).
and Business Administration,
NHH (1991).
ENGEBRET DAHM
Chief Executive Officer
Technical/Operations: 1 Finance: 1
Accounting: 3
Administration: 1
FLEET PROFILE
At the end of April 2014 the Company controls a fleet of 11 vessels, of which one vessel is partly owned.
NOCC’s fleet is spread over three sub-segments, five large car carriers with a capacity of around 6 500 CEU,
five medium sized car carriers of a capacity of 4 300 - 5 400 CEU and one ro-ro vessel. The Company is
targeting to expand its fleet of large and modern car carriers and as of April 2014, the five large car carriers
“NOCC Oceanic”, “Glovis Companion”, “NOCC Atlantic”, “Asian Emperor” and “Asian King” constitutes 67% of
the Company’s ship investments. The shortsea car carrier “Vinni“ was sold for recycling in January 2014.
SHARE OF SHARE OF
VESSEL TYPE BUILT CAPACITY CEU OWNERSHIP OWNERSHIP
31 DECEMBER 2013 30 APRIL 2014
LARGE PCTC
NOCC Oceanic PCTC 2012 6 450 100% 100%
Glovis Companion PCTC 2010 6 340 100% 100%
NOCC Atlantic PCTC 2009 6 754 53.75% 53,75%
Asian Emperor PCTC 1999 6 400 100% 100%
Asian King PCTC 1998 6 400 100% 100%
MIDSIZE PCTC
RORO
CONTRACT COVERAGE
While NOCC generally aims to employ its vessels on medium- to long-term charters, the Company will pursue an
active chartering strategy adapted to the prevailing market situation and its overall risk profile.
NOCC has during 2013 extended or entered into new charters for nine vessels with durations of two months to five
years. Subsequent to year end 2013 and up to the date of this report NOCC has concluded new charters for three
vessels with duration of 6-12 months. The concluded charter rates in 2013 were on average marginally higher than
the rates earned under the previous charters, indicating that the overall market balance in the car carrier market
remained basically unchanged in 2013.
ECL
Asian King Eukor December 2018
Hyundai Glovis
NOCC Kattegat Hyundai Glovis November 2014
BOARD MEMBERS
CARL PETTER FINNE ANDRIAN ROMAN DACY JAMES MICHAEL STEPP, JR.
Chairman of the Board Vice Chairman of the Board Board member
(born 1971) (born 1967) (born 1974)
Board member since 2012 Board member since 2014 Board member since 2014
Carl Petter Finne is CEO of Klaveness Andrian Roman Dacy, Managing Director, is James Michael Stepp is a Vice President of
Marine Holding AS and holds a Master the CIO of J.P. Morgan Asset Management’s Acquisitions in J.P. Morgan Asset Management’s
in Shipping, Trade & Finance from Cass Global Maritime Investment Fund.. Prior Global Maritime Investment Fund. Mr. Stepp
Business School in London, in addition to his current role, Mr. Dacy was Global is a strategic and financial advisor with broad
to a Bachelor Degree from Wheaton Head of Shipping and Cruise investment international experience in the transportation
College, USA. Prior to joining the Torvald banking for JPMorgan from 2003- industry. Mr. Stepp joined J.P. Morgan Securities
Klaveness Group in 2008, Mr. Finne had 2008. From 2000-2003, Mr. Dacy was a LLC in 2006 as an Associate in the Investment
10 years investment banking experience member of JPMorgan’s Transportation Bank and has held the position of Vice President
from Nordea Markets and DNB Markets. Group’s investment banking team. Prior since 2011. Prior to joining J.P. Morgan, he was a
Mr. Finne is member of the board in to these roles, Mr. Dacy was Director of Managing Consultant at Morten Beyer & Agnew,
several companies. Mr. Finne holds Transportation investment banking at Inc. and a Senior Consultant for Arthur Andersen
personally and indirectly zero shares in Ceres S.A., and was an officer in the Global LLP. Mr. Stepp graduated from the University of
NOCC. Mr. Finne is a Norwegian citizen Shipping Groups of Chemical Bank and Virginia with a Masters in Business Administration
and resides in Oslo, Norway. Manufacturers Hanover Trust. Mr. Dacy and holds a BA in International Relations from
earned a BA from Dartmouth College and Georgetown University.
graduated with a Masters in International
Affairs from Columbia University.
Asle Andersson is the Senior Vice Kristine Klaveness is currently VP of Klaveness Colin Whittington is an Executive Director of
President at Klaveness Marine Holding Marine Holding AS. She holds an MBA from J.P. Morgan Asset Management. A J.P. Morgan
AS and holds a master of business and IMD and a Bachelor in Economics from employee since 2011, Mr Whittington plays an
economics degree from the Norwegian Princeton and she has work experience integral role in the structuring, implementation
School of Economics (NHH). Mr. from DnB NOR, Orkla Finans and the and oversight of J.P. Morgan Asset Management
Andersson has 12 years experience Torvald Klaveness Group. Mrs. Klaveness – Global Real Assets products and strategies.
within shipping holding various positions holds personally zero shares in NOCC, Prior to this, he was a corporate lawyer with Allen
in the Torvald Klaveness Group and but she indirectly owns 27% of the shares & Overy LLP for 10 years. Mr. Whittington holds
Klaveness Marine Holding. Mr Andersson in Klaveness Ship Investments AS, which a Bachelor of Laws (LLB) from The University of
is a Norwegian citizen and resides in owns 72 260 197 shares in NOCC. Kristine Birmingham and a Postgraduate Diploma in Legal
Bærum, Norway. Klaveness is a Norwegian citizen and resides Practice (LPC) from Nottingham Law School.
in Bærum, Norway.
50
NOCC CELEBRATING 50 YEARS IN CAR
CARRIERS
RS AS
developed in the early sixties the first roll on-roll
D Y VI S
shipping
off pure car carrier as we know it today. The worlds
first car carrier newbuilding the “Dyvi Anglia” with
R IE
HIP
a capacity of 425 car units was delivered in 1964.
AR
The vessel was built for transporting cars for Ford
PI
G
C
from United Kingdom to various ports in Northern AS AR
C
Europe. Mr. Dyvi expanded his fleet of roll-on-roll N O RW E G IA N
of car carriers during the sixties and early seventies.
NOCC has in 2014 been owners of car carriers on a
continuous basis for 50 years through the historical
activities of Dyvi Shipping and Eidsiva Rederi as
well as its activities since the business combination
between Dyvi Shipping and Eidsiva Rederi in 2010.
The car carrier market started 2013 on a negative Investments AS during the first quarter of 2014
note but ended the year in a tight situation with and subsequent delisting of the shares from the
uncovered cargo requirements being postponed Oslo Stock Exchange represents a major turning
into 2014. On average the charter market for car point in the Company’s history. With strong
carriers in 2013 was stable compared to 2012. owners contributing with technical, financial and
management resources to the company, NOCC is
During 2013 NOCC focused on absorbing the large entering a new era.
investments in large and modern car carriers made
the recent years. Four large vessels of around 6,500
unit capacity were delivered to NOCC in the period ANNUAL ACCOUNTS
March 2012-February 2013. In parallel the company
continued to reduce its exposure to smaller The annual accounts have been prepared on
and older vessels. The shortsea ro-ro/car carrier a going concern basis and in the opinion of
“Vibeke” was sold for recycling at the end of 2013 the Board the accounts provide an accurate
and the sister-vessel “Vinni” was sold for recycling presentation of the Company’s business. The Board
in January 2014. confirms that the going concern assumption has
been met. NOCC has obtained an exemption from
The investments in modern and large vessels during the Norwegian Accounting Act (§ 3-4), and will only
2012-2013 enabled the company to considerably issue its annual report in English.
increase its charter backlog and to strengthen its
long term relationship with core customers. The
vessel “Glovis Companion” commenced a seven NOCC – GROUP
year charter from the delivery in February 2013. In
June 2013 NOCC also concluded a five year charter Income statement
for “NOCC Oceanic” for commencement early
For the full year 2013 NOCC’s total operating
September 2013.
income was NOK 466.4 million (NOK 393.6 million).
The increase in operating income is primarily
The Company continued to focus on reducing related to the addition of “Glovis Companion”
costs in order to improve profitability and to the fleet in February 2013 and a full year of
competitiveness . Financial costs were reduced operation for the other three large vessels delivered
through buy-back of parts of the outstanding bond during 2012. .
loan and administrative expenses were reduced
partly due to reduction in the number of staff . Excluding loss on sale of assets and total operating
expenses in 2013 amounted to NOK 368.8 million
In 2013 NOCC posted for the first time since 2008 (NOK 344.6 million). The increase in operating
a positive net result on the underlying business expenses during the year was primarily due to
activities due to delivery of new and large vessels the addition of one vessel during the year, which
with considerably higher earning capacity and was partly offset by lower administrative expenses
continued cost reduction programs. Non-recurring achieved through cost-cutting efforts.
items including the loss on sale of “Vibeke”, an
impairment charge in 2013 related to the sale The 51% owned vessel “Vibeke” was sold for
of “Vinni” in early 2014 as well as a provision for recycling in December 2013. The sale generated a
expenses in connection with the voluntary offer for consolidated book loss of NOK 13.7 million.
the shares in the Company brought down the 2013
results to a loss after tax of NOK 3.9 million. The earnings before interest, taxes, depreciation
and amortization (EBITDA) ended at NOK 223.6
The successful take-over of NOCC by Car Carrier million (168.5 million). Ordinary depreciation
was NOK 133.6 million (NOK 119.2 million). The Cash flow
increased depreciation is primarily due to the The cash flow from operating activities during 2013
addition of one modern and large vessel during the improved to NOK 236.1 million from NOK 146.9
year. The sale of the vessel “Vinni” for recycling in million in 2012.
January 2014 generated a book loss of NOK 11.3
million, which was accounted for as an impairment The cash flow from investment activities amounted
loss in Q4 2013. to NOK -256.4 million (NOK-608.2 million) net
after NOK 286.0 million investment in fixed assets
NOCC posted an operating profit (EBIT) for 2013 of and NOK 24.5 million from sale of fixed assets. The
NOK 72.6 million (loss of NOK 74.9 million). investment in fixed assets relate to the acquisition
of “Glovis Companion”, which was delivered to the
Net financial items amounted to NOK -76.4 million Company in February 2013. The sale of fixed assets
(NOK -67.9 million) of which net loss on foreign included the “Vibeke”, which was sold for recycling
exchange amounted to NOK -1.4 million (NOK -8.8 in December 2013.
million) and net unrealized gains from financial
instruments were NOK 18.2 million (NOK 15.8 The net cash flow from financing activities was
million), due to mark-to-market adjustments of NOK -10.7 million (NOK 615.2 million) of which
currency contracts and interest rate derivatives. raising of new debt for part-financing the “Glovis
Interest expenses in 2013 increased to NOK Companion” was NOK 261.1 million. Repayment
-95.6million (NOK -78.7 million) due to the net of debt amounted to -272.4 million (NOK -330.7
increase in debt associated with the new vessel million).
added to the fleet during the year.
The net decrease in cash was NOK -124.5 million
For 2013 the result after tax ended at a net loss of (NOK 71.8 million) with bank deposits ending
NOK -3.9 million (NOK -99.2 million). Adjusted for at NOK 164.6 million (NOK 280.5 million). The
non-recurring items related to gain/loss on sale decrease in cash is primarily related to the NOK
of fixed assets and impairment charges the result 80.0 million equity raised in October 2012 for the
after tax in 2013 was NOK 21.1 million, which is a purpose of acquiring the “Glovis Companion”. This
significant improvement compared to 2012. cash was invested in the vessel upon delivery in
February 2013.
13
Japan Korea Thailand/India/China Total for the five countries
12
11
Export of new cars (in million)
+8% 0%
10
9
8
7
6
5
4 +7% -2%
3
+1% +16% -3% +5%
2
1
0
2012 2013
necessary precautions when selling vessels for legislation is adhered to by the Company and
recycling. The Norwegian Shipowners Association its managers, including the Maritime Labour
has been heavily involved in the preparation Convention (2006) which sets out the rights of the
and setting the standards for recycling of ships. seafarers when it comes to i.e. general working
This has resulted in the Hong Kong International conditions, payment of wages, working hours and
Convention for the Safe and Environmentally rest, right to medical care and annual leave.
Sound Recycling of Ships, 2009 (the “Hong Kong
Convention”). Norway has ratified the Hong Kong The performance and monitoring of compliance
Convention and NOCC is committed to follow the with internal and external rules and regulations by
standards set out in this convention. In 2013 and the ship managers is performed by our in-house
to date in 2014 the Company has sold two vessels technical department. NOCC’s has a zero tolerance
for recycling. In connection with the sale, NOCC vision when it comes to accidents in connection
prepared amongst others a recycling specification with the operation of the fleet. During 2013 there
for each of the vessels in line with the requirements were zero fatal accidents and the lost time injury
in the Hong Kong convention. Through the sales frequency was less than 0.1 days per vessel. There
contract the buyers have undertaken to follow were no accidents involving any administrative staff
such requirements. In order to monitor compliance during 2013. The attention to- and performance
with the requirements set out in the contract for of the safety management of the crew and other
recycling, NOCC is hiring a local representative to employees are part of the KPIs which have been
supervise the recycling process and to report and implemented for NOCC’s management.
propose corrective actions in case of any deviation
from the agreed specifications.
ANTI-CORRUPTION
Two of the Company’s technical managers, who
manage 10 out of 11 vessels in the NOCC fleet, NOCC has together with the employees developed
have obtained ISO 14001.2004 environmental a set of core values. The core values have been
certificates from Det Norske Veritas. Such implemented throughout the organization and the
certification entails that you need to have core values shall be a guiding factor for all activities
implemented company manuals with thorough of the Company. One of the core values is “Trust”.
procedures and practices on how to deal with We shall be reliable, predictable and transparent in
environmental matters. all we do. The vision, mission and core values of the
Company are available on the Company’s website,
www.noccasa.no.
HUMAN AND LABOR RIGHTS
The Company has developed and implemented a
The staff and crew onboard the vessels are key Code of Conduct which applies to all employees.
resources to the Company. The safety, health and With regard to anti-corruption the Code of
well-being of the staff and crew employed by the Conduct states that: “all employees of NOCC shall
Company are key success factors for the Company, be opposed to and will contribute to counteract all
and are therefore highly prioritized in order to forms of corruption. Accepting or offering bribes of
attract highly qualified and motivated employees. any nature by any NOCC employee is prohibited.”
The Code of Conduct specifically states that it is
There are 10 employees in the administration of prohibited by any NOCC employee to pay to obtain
the Company in Oslo, Norway. The crewing and something we do not have a legal entitlement
technical management for the vessels has been to, not even in cultures where such payments are
outsourced to third party managers. The managers commonplace.
are reputable and highly qualified managers and
the two managers responsible for 10 out of the The CFO, the Director Chartering and Commercial
current fleet of 11 vessels have obtained the ISO and the Senior Director Technical and Operations
9001.2008 certification from Det Norske Veritas for are each enforcing the anti-corruption policies in
their safety management systems in connection their respective departments/areas of responsibility.
with the ship management. The CEO is ultimately responsible for enforcing
anti-corruption policies and is following up
The crew onboard the vessels is primarily sourced the relevant departments as part of the daily
from the Philippines. International and local interaction.
CORPORATE GOVERNANCE The Company has only one share class. The Articles
of Association of the Company place no restriction
Risk management and internal control on the transferability of the shares other than those
set out in the financial securities act (Aksjeloven).
NOCC is committed to quality in every aspect At the general meeting on 12 June 2013 the board
of its business and is striving to implement best of directors was granted a power of attorney to
practice procedures in the internal control and risk purchase up to one million shares in the Company.
management functions. The Board seeks through The power of attorney will lapse on 30 June 2014
its work to ensure that the Company has good and this is deemed irrelevant due to the fact that
internal control and appropriate risk management there is only one shareholder in the Company.
systems in relation to the scope, nature and
conditions that apply to the Company’s business The Work of the Board
including the financial reporting. The administration
systematically reviews internal control systems and According to Norwegian law, the responsibility for
procedures and the Board conducts at least once a the overall management and oversight lies with the
year a review of the Company’s most important risk Board. The Board of Directors of Norwegian Car
areas and the risk management and internal control Carriers ASA held 20 meetings during 2013.
functions of the Company.
In 2013 the Board of Norwegian Car Carriers ASA
PricewaterhouseCoopers AS and predecessors that held 17 Board meetings and three meeting related
were subsequently merged into PwC have been to the acquisition of the shares in the Company
the Company’s external auditor since the early by Car Carrier Investments AS. The meetings
1950s. The Board meets the auditor at least once were held either physically, on the phone or by
a year without the Company’s senior management e-mail. The main focus of the Board during the
present. The auditor presents an annual plan for year has been budgets, financial statements, asset
carrying out audit work and reviews internal control management, reviewing investment proposals, risk
documentation including identified weaknesses management and financing issues. In December the
and proposals for improvement with the Audit focus of the impartial part of the Board was on the
Committee. The external auditor is attending Board contemplated bid by Car Carrier Investments AS for
meeting in which the annual accounts are on the all the shares of the Company.
agenda. At such meetings the auditor presents any
significant changes in the Company’s accounting
principles, evaluations of significant accounting OUTLOOK
estimates and any significant matters where there
has been disagreement between the auditor and As of April 2014, the car carrier market is believed
management, if any. The Board provides details to be fairly balanced with the whole world fleet
of the auditor’s remuneration, divided between trading. While NOCC has a cautiously optimistic
audit, attestation and other services, at the Annual view on the car carrier market going forward,
General Meeting. there are a number of uncertainties to the market
outlook. These include increasing deliveries of new
Shareholder matters buildings in 2014 and 2015, a still uncertain macro-
Following the take-over by Car Carrier Investments economic situation in certain regions and a more
AS of 100% of the shares in the Company and unstable geopolitical situation.
the subsequent delisting of the shares of the
Company on Oslo Stock Exchange, it was in the Following the take-over of the Company in March
extraordinary general meeting on 27 March 2014 2014, the new shareholders together with the
resolved to transform the Company from a public management have initiated a transformation plan
limited liability company (ASA) into a private limited to improve the long-term competitiveness and
liability company (AS). The Board shall consist of profitability and expand the business activity of
5–7 members as per the Company’s Articles of the Company. This plan focuses on operational
Association, and the Board shall be elected by the excellence, a continued renewal and expansion
General Meeting. There are no restrictions in the of the fleet, reducing cost of capital and cost
articles of association when it comes to election of rationalization.
board members.
RESPONSIBILITY STATEMENT
We confirm, to the best of our knowledge, that the financial information for the period 1 January to
31 December 2013 has been prepared in accordance with current applicable accounting standards, and
gives a true and fair view of the assets, liabilities, financial position and profit or loss of the entity and the
Group as a whole. We also confirm that the Board of Directors’ Report includes a true and fair review of the
development and performance of the business and the position of the entity and the Group, together with
a description of the principal risks and uncertainties facing the entity and the Group.
Carl Petter Finne Andrian Roman Dacy James Michael Stepp, Jr.
Chairman Vice Chairman Board Member
INCOME STATEMENT
NOTE 2013 2012
(NOK 1 000)
OPERATING REVENUES AND EXPENSES
OPERATING INCOME
Charter income Note 5 465 403 387 647
Other income Note 6 1 010 5 961
Total income 466 414 393 608
OPERATING EXPENSES
Depreciation Note 13 133 589 119 195
Amortization intangible assets Note 12 6 191 6 130
Operating expenses vessels Note 7 193 118 173 076
Loss on sale of fixed assets Note 13 13 743 5 790
Impairment loss Note 13 11 252 118 066
Operating and administrative expenses Note 7,8 35 937 46 221
Total operating expenses 393 830 468 478
OPERATING RESULT 72 584 (74 870)
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
NOTE 2013 2012
(NOK 1 000)
RESULT AFTER TAX (3 935) (99 196)
CURRENT ASSETS
Accounts receivables and other current assets Note 16 54 183 49 454
Cash and cash equivalents Note 17 164 570 280 517
Total current assets 218 753 329 971
CURRENT LIABILITIES
Current portion of long-term debt Note 18 179 232 138 076
Other current liabilities Note 20 84 813 63 473
Provisions Note 19 0
Derivatives Note 22 10 009 12 404
Public duties payable 1 838 2 336
Total current liabilities 275 892 216 290
TOTAL LIABILITIES 1 755 678 1 657 150
Carl Petter Finne Andrian Roman Dacy James Michael Stepp, Jr.
Chairman Vice Chairman Board Member
Cash, cash equivalents and drawing facilities utilised at 01.01 280 517 209 337
Currency gains/losses on cash, cash equivalents and drawing
8 556 (668)
facilities utilised
Cash, cash equivalents and drawing facilities utilised at 31.12 Note 17 164 570 280 517
Adjusted for:
Depreciation Note 13 133 589 119 195
Amortisation Note 12 6 191 6 130
Impairment loss Note 13 11 252 118 065
Share based option costs 815 (13)
Increase in pension funds Note 8 2 725 171
Profit on sales of fixed assets 13 035 7 609
Financial costs Note 9 95 588 78 743
Other financial income Note 9 (2 410) (3 859)
Share of results in associated companies Note 15 193 189
Financial gain by transfer of associated company to subsidiary 0 (532)
Unrealized currency (gain)/loss 1 362 8 755
Unrealised value change financial instruments Note 9 (18 166) (15 751)
Change in working capital
Customer receivables and other receivables (6 174) (12 863)
Due to suppliers and other short-term debt 2 064 (15 985)
Equity 31.12.2011 399 078 92 490 2 868 (37 245) 8 526 465 763 125 926 591 644
Implementation
effect of revised (4 799) (4 799) (4 799)
IAS 19
Equity 01.01.2012 -
399 078 92 491 2 868 (37 245) 3 728 460 920 125 926 586 846
restated
Result after tax 0 0 0 0 (77 971) (77 971) (21 225) (99 196)
Other comprehensive income
Remeasurement of
4 206 4 206 4 206
defined benefit plan
Translation
0 0 0 (21 563) 0 (21 563) (6 114) (27 677)
differences
Total
comprehensive (21 563) (73 765) (95 328) (27 339) (122 668)
income
Transactions with
shareholders
Reduction in par
(152 980) 0 152 980 0 0 0 0 0
value
Issue of shares 201 904 0 0 0 201 904 0 201 904
Incorporation and
(9 990) 0 0 0 (9 990) 0 (9 990)
issue costs
Options to
0 0 (13) 0 0 (13) 0 (13)
employees
Treasury shares 0 0 0 0
Other equity
100 0 (2 074) (1 974) (1 974)
changes
Transactions with
48 924 (9 890) 152 967 0 (2 074) 189 927 0 189 927
shareholders
2013
Result after tax 0 0 0 (2 426) (2 426) (1 509) (3 935)
Other comprehensive income
The notes on page 27 to page 67 are an integrated part of the consolidated financial statements.
NOTES
NOTE 1 ACCOUNTING PRINCIPLES as environmental and statutory requirements.
Management reviews annually the future useful
The office of Norwegian Car Carriers ASA is at lives of the vessels considering the factors referred
Drammensveien 167, 0277 Oslo. to above. On changes in useful life and/or residual
value the depreciation of the vessels is adjusted
The Group had at year end 2013 a fleet of 11 wholly prospectively.
or partly owned vessels.
Impairment of fixed assets
PREPARATION OF THE FINANCIAL STATEMENTS The Group assesses whether there is any need to
impair assets at each reporting date. Fixed assets
The consolidated financial statements of Norwegian
are evaluated for any impairment where there are
Car Carriers ASA (the “Parent Company”) and all the
indications that future earnings or fair value may
subsidiaries (the “Group”) have been prepared in
not justify the assets’ balance sheet value. The value
accordance with International Financial Reporting
in use is compared with fair value less cost to sell.
Standards (IFRS) as adopted by the EU.
existence of control where it does not have more controlling interests are also recorded in equity.
than 50% of the voting power but is able to govern
the financial and operating policies by virtue of When the Group ceases to have control any
de-facto control. De-facto control may arise in retained interest in the entity is re-measured to its
circumstances where the size of the Group’s voting fair value at the date when control is lost, with the
rights relative to the size and dispersion of holdings change in carrying amount recognized in profit or
of other shareholders give the Group the power to loss. The fair value is the initial carrying amount for
govern the financial and operating policies, etc. the purposes of subsequently accounting for the
retained interest as an associate, joint venture or
The companies are consolidated in the financial asset. In addition, any amounts previously
consolidated financial statements from the recognized in other comprehensive income in
date the Group acquires control over the entity. respect of that entity are accounted for as if the
Correspondingly the company is removed from Group had directly disposed of the related assets or
the consolidated financial statements when control liabilities. This may mean that amounts previously
ceases. recognized in other comprehensive income are
reclassified to profit or loss.
The financial statements of the subsidiaries are
prepared for the same reporting period as the Associated companies
parent company, using consistent accounting Associated companies are all entities where the
policies. Group has material influence but not control.
Material influence normally exists for investments
On the purchase of subsidiaries that are in reality where the Group has between 20 per cent and 50
a purchase of net assets the acquisition will be per cent of the ownership shares. Investments in
treated for accounting purposes so that the associated companies are treated in accordance
acquisition cost is allocated over the individual with the equity method.
identifiable assets and liabilities on the basis of
their relative fair value at the date of acquisition. The Group’s share of the associated companies’
profit or loss is shown net on a separate line in the
Any contingent consideration to be transferred income statement. The Group’s share of changes
by the Group is recognized at fair value at the in equity is taken into account in equity capital.
acquisition date. Subsequent changes to the Accumulated changes following acquisition are
fair value of the contingent consideration that is entered against the recorded cost price.
deemed to be an asset or liability is recognized
in accordance with IAS 39 either in profit or loss Unrealised gains relating to transactions between
or as a change to other comprehensive income. the Group and the associated companies are
Contingent consideration that is classified as equity eliminated in relation to the Group’s ownership
is not re-measured, and its subsequent settlement interest in the associated company. Furthermore
is accounted for within equity. unrealised losses are eliminated unless the
transaction clearly shows that the asset transferred
Intercompany transactions, intra-group accounts has a reduced value. Accounting principles used
and unrealised group gains are eliminated in the by associated companies have been changed
consolidated financial statements. Unrealised losses where this has been necessary to ensure uniform
are also eliminated unless the transaction clearly accounting practice in the Group.
shows that the asset transferred has a reduced
value. Accounting principles used by subsidiaries The Group does not account for a share of
have been changed where this has been necessary losses if this means that the carrying value of the
to ensure uniform accounting practice in the Group. investment becomes negative (including unsecured
Transactions with non-controlling interests that receivables on the entity) unless the Group has
do not result in loss of control are accounted for made payments on behalf of the associated
as equity transactions – that is, as transactions company or given guarantees for the associated
with the owners in their capacity as owners. The company’s liabilities. If the carrying value of the
difference between fair value of any consideration investments after posting the share of the result
paid and the relevant share acquired of the carrying exceeds the expected discounted cash flows from
value of net assets of the subsidiary is recorded the company the interest is written down further to
in equity. Gains or losses on disposals to non- the expected discounted cash flows.
Parties are regarded as being related if one (b) income and expenses in each income statement
party has the opportunity to directly or indirectly (including comparative figures) are converted at
exercise control over the other party or has the exchange rate prevailing at the dates of the
material influence over the other party’s financial transactions. Average exchange rate may in some
or operational decisions. Parties are also related cases be used if it does not deviate significantly
if they are subject to common control or subject from the exchange rate at the transaction date, and
to common material influence. All transactions
are based on the principle of arm’s-length dealing (c) translation differences are posted against the
(estimated market value). comprehensive revenue and specified under equity
as a separate item.
SHARES AND SHARE PREMIUMS
Ordinary shares are classified as equity. Expenses On the sale of all or parts of a foreign business the
that are directly related to the issue of new shares associated translation differences is reclassified
or options, less tax, are entered as a reduction in from the comprehensive income as a part of the
the consideration received under equity capital. gain or loss on sale and presented as part of gain/
Norwegian Car Carriers ASA’s holding of its own (-loss) under operating income.
shares is entered at par value as a deduction under
Other paid-in equity. The difference between the PROVISIONS
par value and the acquisition value is entered as a Provisions are accounted for when the Group has a
deduction under Other equity. liability (legal or constructive) that follows from past
events and it is likely that there will be a financial
FOREIGN EXCHANGE TRANSACTIONS settlement as a result of the event and the liability
Functional currency and presentation currency
can be reliably estimated.
The Group’s presentation currency is NOK. This CLASSIFICATION OF ITEMS IN THE BALANCE SHEET
is also the parent company’s functional currency.
Current assets and short-term liabilities include
Accounting transactions that are undertaken by
items that fall due for payment within one year
the respective Group companies are registered
after the balance sheet date. The short-term
in the currency that is normally used in the
part of long-term debt is classified as short-term
financial environment in which the entities operate
debt. Financially motivated share investments
(functional currency). The functional currencies that
are classified as current assets, while strategic
otherwise exist in the Group are USD and EUR.
investments are classified as fixed assets.
Cash and cash equivalents include cash holdings, Fixed assets are recognized in the statement of
bank deposits, other short-term and especially financial position at historical cost less accumulated
on-going investments that will be redeemed within depreciation and write-downs. Historical cost prices
three months from the original time of placement, in the Group are kept in the functional currency
as well as overdrafts. Cash and cash equivalents associated with the asset and all accounting entries
are entered at nominal value in the balance sheet. related to the asset take place in the functional
Restricted funds are included. The overdraft is currency before conversion to the presentation
included as a loan under short-term debt. currency described above. In the case of rebuilding
contracts the cost price includes all costs incurred
RESTRICTED BANK DEPOSITS in the development and construction process
Disclosed as restricted bank deposits the Group has including building inspection costs and technical
tax deduction funds held on separate accounts. costs. In the case of vessels acquired the cost price
includes costs directly related to the purchase of
CURRENT ASSETS the vessel. Depreciation is calculated on a linear
basis after taking into account the asset’s scrap
Short-term customer receivables are posted at value and costs related to scrapping. Estimates
par value less provisions for estimated losses. The related to the lifetime and scrap value are reviewed
Group regularly reviews outstanding receivables at each reporting date. Vessels and equipment have
and prepares for each reporting period estimates an expected period of use of 10-30 years.
of doubtful receivables that form the basis for
provisions in the financial statements. Ordinary repair and maintenance costs are
posted to the financial statements when incurred.
Stocks of luboil, bunkers are recognized in the In accordance with IAS 16 docking costs are
balance sheet at cost, using the first-in/first-out capitalized. Capitalisation takes place when the
method (FIFO). docking has been completed and is depreciated
over the period until the next expected inspection.
INTANGIBLE ASSETS Any remaining capitalized amount from previous
Charter party contracts
inspections is expensed.
The amount of reversal may, however, only be so value and the transaction costs are posted to the
large that the carrying value after the reversal as a result. Investments are removed from the balance
maximum corresponds to the value the asset would sheet when the rights to receive cash flows from
have been carried at if the write-down had not been the investments cease or when these rights have
made. Such reversals are to be posted to the income been transferred and the Group has substantially
statement. transferred all risks and all gain potential from
ownership. Financial assets available for sale and
INVESTMENTS AND FINANCIAL ASSETS financial assets at fair value over profit or loss
The Group classifies investments in the following are measured at fair value following initial entry.
categories: at fair value over profit or loss, loans and Loans and receivables are measured subsequently
receivables and financial assets available for sale. at amortised cost using the effective interest rate
The classification depends on the intention with method.
the asset. Management classifies financial assets on
Write-downs of financial assets
acquisition.
The Group evaluates on each reporting date
1. Financial assets at fair value over profit or loss: whether there exist objective indications that
Financial assets at fair value over profit or loss financial assets or a group of financial assets are
are financial assets held for trading purposes. A impaired.
financial asset is classified in this category if it is
primarily acquired with a view to providing a gain If such indication of impairment exists relating to
from short-term price fluctuations. Derivatives are loans and receivables that are valued at amortised
classified as held for trading unless they are part of cost, the write-down amount is calculated as the
a hedging arrangement. Assets in this category are difference between the asset’s carrying value and
classified as current assets if expected to be settled the present value of discounted future cash flows
within 12 months; otherwise, they are classified as discounted at the item’s original effective interest
non-current. rate (future credit losses that have not occurred are
not included in the cash flow). The asset’s carrying
2. Loans and receivables: Loans and receivables value is reduced and the loss amount included in
are non-derivative financial assets with fixed or the consolidated income statement. If the fall in
determinable payments that are not traded in an value is subsequently reduced and the reduction
active market. They are classified as current assets can objectively be linked to an event that occurs
unless they fall due more than 12 months after the after the fall in value took place, the earlier loss is to
balance sheet date. Loans and receivables are shown be reversed in the consolidated income statement.
as customer receivables and other receivables, and
cash and cash equivalents in the balance sheet. If a financial asset classified as available for sale
has been subject to fall in value and previous
3. Financial assets available for sale: Financial assets reductions in value have been entered against the
available for sale are non-derivative financial assets comprehensive result then the cumulative loss that
that one chooses to place in this category or which is included in the comprehensive result is to be
do not belong in any other category. They are reclassified to the consolidated income statement.
classified as fixed assets as long as the investment The amount is measured as the difference between
does not mature or management intends to sell acquisition cost and current fair value, with a
the investment within 12 months from the balance deduction for losses on a fall in value that has
sheet date. previously been posted to the income statement.
Normal purchases and sales of investments are On initial entry derivatives are valued at fair
entered at the date of the agreement, which is the value. Subsequently the item is re-valued on each
date the Group undertakes to buy or sell the asset. reporting date.
All financial assets that are not accounted for at
fair value over profit or loss are carried initially at As at 31 December 2013 the Group had no
fair value with the addition of transaction costs. derivatives transactions that qualified for hedging
Financial assets that are carried at fair value over accounting under IAS 39. A change in value
profit or loss are entered on acquisition at fair of derivatives transactions is therefore posted
immediately in the income statement.
differences that reverse or can reverse in the same A number of new standards and amendments
periods are presented net. to standards and interpretations are effective for
annual periods beginning after 1 January 2013,
Deferred tax is measured based on expected future and have not been applied in preparing these
tax rates for the companies in the Group where consolidated financial statements. None of these
temporary differences have arisen, and are entered is expected to have a significant effect on the
at nominal value and classified as long-term consolidated financial statements of the Group,
liabilities in the statement of financial position. except the following set out below:
Tax payable and deferred tax is accounted for Amendment to IAS 1, ‘Financial statement
directly against equity to the extent that the tax presentation’ regarding other comprehensive
items relate to equity transactions. income. The main change resulting from these
amendments is a requirement for entities to group
Deferred tax on underlying temporary differences items presented in ‘other comprehensive income’
related to participatory companies within (OCI) on the basis of whether they are potentially
the Norwegian tax area is included in the tax re-classifiable to profit or loss subsequently
calculation. If a participatory company is to be sold (reclassification adjustments). The amendments
this will not give rise to a tax effect. affect presentation only and have no impact on the
Group’s financial position or performance.
Deferred tax asset is recognized only when it
is justified by estimated future financial profits. IFRS 13, ‘Fair value measurement’, aims to
Deferred tax is presented net in the balance sheet. improve consistency and reduce complexity by
providing a precise definition of fair value and
POST-BALANCE SHEET EVENTS a single source of fair value measurement and
New information after the balance sheet date about disclosure requirements for use across IFRSs. The
the Group’s financial position on the balance sheet requirements, which are largely aligned between
date is included in the annual financial statements, IFRSs and US GAAP, do not extend the use of fair
and see note 5 for detailed information. Events value accounting but provide guidance on how it
after the balance sheet date that do not affect the should be applied where its use is already required
Group’s financial position on the balance sheet or permitted by other standards within IFRSs or US
date, but which will affect the Group’s financial GAAP.
position in the future, are stated if these are
material. IAS 19, ‘Employee benefits’, was amended in June
2011. The impact on the Group will be as follows:
CHANGES TO ACCOUNTING POLICIES, NEW to immediately recognize all past service costs; and
ACCOUNTING STANDARDS AND INTERPRETATIONS to replace interest cost and expected return on plan
assets with a net interest amount that is calculated
These consolidated financial statements have by applying the discount
been prepared in accordance with all mandatory rate to the net defined benefit liability (asset).
standards issued by the International Accounting The unrecognized actuarial gains and losses (the
Standards Board (IASB) and the International corridor) were from January 1, 2013 recognized
Financial Reporting Interpretations Committee in the balance sheet. The change had a negative
(IFRIC). impact on comprehensive income and net equity of
TNOK 3 535 in 2013.
2.1.2 Changes in accounting policy and disclosures
IFRS 9, ‘Financial instruments’, addresses the
(a) New and amended standards adopted by the classification, measurement and recognition
Group of financial assets and financial liabilities. IFRS
9 was issued in November 2009 and October
There are no IFRSs or IFRIC interpretations that 2010. It replaces parts of IAS 39 that relate to
are effective for the first time for the financial year the classification and measurement of financial
beginning on or after 1 January 2013 that would be instruments. IFRS 9 requires financial assets to
expected to have a material impact on the Group. be classified into two measurement categories:
those measured at fair value and those measured
(b) New standards and interpretations not yet at amortized cost. The determination is made
adopted
at initial recognition. The classification depends standard provides additional guidance to assist in
on the entities business model for managing its the determination of control where this is difficult
financial instruments and the contractual cash to assess. The Group is yet to assess IFRS 10’s full
flow characteristics of the instrument. For financial impact and intends to adopt IFRS 10 no later than
liabilities, the standard retains most of the IAS 39 the accounting period beginning on or after 1
requirements. The main change is that, in cases January 2014.
where the fair value option is taken for financial
liabilities, the part of a fair value change due to IFRS 12, ‘Disclosures of interests in other entities’,
an entities own credit risk is recorded in other includes the disclosure requirements for all
comprehensive income rather than the income forms of interests in other entities, including joint
statement, unless this creates an accounting arrangements, associates, special purpose vehicles
mismatch. The Group is yet to assess IFRS 9’s full and other off balance sheet vehicles. The Group is
impact. The Group will also consider the impact of yet to assess IFRS 12’s full impact and intends to
the remaining phases of IFRS 9 when completed by adopt IFRS 12 no later than the accounting period
the Board. beginning on or after 1 January 2014. There are no
other IFRSs or IFRIC interpretations that are not yet
IFRS 10, Consolidated financial statements’, builds effective that would be expected to have a material
on existing principles by identifying the concept impact on the Group.
of control as the determining factor in whether an
entity should be included within the consolidated
financial statements of the parent company. The
The Group prepares estimates and makes forecasts relating to the future. The accounting estimates that
follow from this will by definition seldom be fully in accordance with the final outcome. Estimates and
forecasts that represent a significant risk of material changes to the balance sheet values of fixed assets
during the next financial year are discussed below.
The group uses a 30 year useful life for the vessels and has set a depreciation profile based on this. In cases
where vessels are used for longer than their estimated useful life these are subsequently entered in the
balance sheet at the estimated residual value plus any periodic docking.
The vessels are depreciated down to an estimated residual value. The residual value is calculated based on
the price of steel at 1 January in the financial year less estimated demolition costs. The steel price is obtained
from ship brokers based on recent transactions involving similar ships.
For one vessel the charterer has an option to acquire the vessel at a pre-agreed price . This vessel is
depreciated down to the agreed purchase price in 2015 when the option becomes exercisable.
The residual value of the vessels is calculated based on the lightweight of the vessels. As per 31 December
2013 the aggregate lightweight of the vessels was 163,461 tons. The lightweight of the vessels is multiplied
by the steel price to derive the total scrap value . The below estimates of steel price has been applied in the
Group’s depreciation tables during the period 2008-2013:
The table below shows the Group sensitivity to fluctuations in steel price – other factors remaining constant:
INCREASE/REDUCTION IN STEEL PRICE EFFECT ON RESULT BEFORE TAX
(NOK 1 000)
At each reporting date the management assesses whether there are any indicators of value impairments
related to non-financial assets. Whether there is a requirement to write down the vessels is assessed based on
a) vessel value appraisals obtained from two independent ship brokers and; b) the discounted estimated cash
flows from the vessels, based on the net result before financial items over the useful life of the vessels and
their expected residual value after 30 years operation. The cash flows are based on existing contracts as well
as estimated future cash flows from new contracts. A suitable discount rate is applied in order to calculate the
present value of the cash flows.
The book value of intangible assets is NOK 2.1 million at balance sheet date, consisting entirely of the surplus
value of a charter contract. The surplus value of the charter contract is amortized in straight line over the
duration of the charter. The surplus value of the charterparty is subject to impairment testing when there are
identified indicators of such.
2013 2012
(NOK 1 000)
Transactions in 2013:
Transactions in 2012:
In May 2012 the Group acquired 0.50 % in NOCC Atlantic DIS and in June 2012 the Group acquired another
0.25 % in NOCC Atlantic DIS bringing the ownership to 53.75 %.
CHARTERING
In April 2014 the employment for three vessels were renewed or extended for periods of 6-12 months.
FLEET
Primo January 2014 a 51% owned subsidiary of Norwegian Car Carriers ASA entered into an agreement for
the recycling of the 1994-built vessel “Vinni”. The vessel was delivered to the buyer ultimo January 2014. The
estimated book loss in connection with sale of the vessel “Vinni” has been booked as an impairment charge
in the 2013 accounts.
SHAREHOLDERS
On 20 January 2014 Car Carrier Investments AS (“CCI”), which is a 50/50 joint venture between Klaveness
Marine Holding AS and J.P. Morgan Global Maritime Investment Fund voluntarily offered to acquire all
the shares in the Company. On 26 February 2014 CCI announced that 95.63% of the shareholders of the
Company had accepted the voluntary offer. On 18 March CCI settled and took delivery of 95.63% of the
shares in the Company. Following a compulsory acquisition of the remaining 4.37% of the shares of the
Company, CCI at the date of this report owns 100% of the shares in the Company.
In an extraordinary general meeting held on 27 March 2014 the board members Mr. Jørgen G. Heje, Mr. Atle
Bergshaven and Mrs. Nini E. Høegh Nergaard resigned as members of the board of the Company. In addition
to Mr. Carl Petter Finne and Mrs. Kristine Klaveness, the following new members were elected to the board:
Mr. Andrian Roman Dacy, Mr. James Michael Stepp and Mr. Colin James Whittington from J.P. Morgan Global
Maritime Investment Fund, and Mr. Asle Andersson from Klaveness Marine Holding AS.
The Group has only one operating segment and as such the operations and internal reporting of the Group
are not organized in different operating segments.
Operating income is categorized according to domicile of the contractual counterparty. 3 customers each
represent more than 10 per cent of the operating income. During 2013 the total turnover for these customers
was NOK 303.2 million compared to NOK 315.4 million during 2012.
2013 2012
(NOK 1 000)
Administrative expenses
Reference is made to note 23 for detailed information on the remuneration to senior management. The average number
of employees in the administration during 2013 has been 11.
NOTE 8 PENSIONS
The Group operates defined benefit pension plans. All of the plans are final salary pension plans, which
provide benefits to members in the form of a guaranteed level of pension payable for life. The level of
benefits provided depends on members’ length of service, their salary in the final years and the amount of
benefits from the social security system leading up to retirement. The liability is covered through Storebrand
Livsforsikring AS. The defined benefit plan was closed on 30 October 2012 and employees hired after this
date are benefitting from a defined contribution plan.
The Company’s pension schemes meet the requirements of the law on compulsory occupational pension.
The actuarial assumptions relating to demographic factors are based on assumptions generally applied to insurance
(Table K 2013 for 2013 Table K 2005 for 2012).
2013 2012
(NOK 1 000)
2013 2012
Fair value of assets at beginning of period 25 400 25 650
Return on pension funds 929 618
Settlement (923) 0
Contribution from employer 2 194 2 373
Payroll tax / social security tax on employers contribution (271) (293)
Benefits paid (1 634) (1 643)
Remeasurement (loss) gain (1 196) (1 305)
Fair value of assets at end of period 24 500 25 400
Net assets (liability) recognised in the Balance Sheet at the beginning of period 1 830 2 594
Pension cost (1 384) (2 644)
Effect of transition to IAS 19 R at beginning of period* 0 (4 798)
Employer contribution incl. payroll tax 2 194 2 373
Remeasurement loss (gain) (3 535) 4 305
Net assets (liability) recognised in the Balance Sheet at the end of period (895) 1 830
* Changes in IAS 19(R) require immediate recognition of past service costs and to replace interest cost and expected return on plan assets with a net interest
amount that is calculated by applying the discount rate. Actuarial losses at period end 2012 mainly consist of unrecognized losses on benefit obligation.
For materiality reasons the Company has chosen to present restated numbers for 2012 only, but are showing
the effects against opening balance 2012 below.
2013 2012
(NOK 1 000)
NOTE 10 TAX
With effect from 2012 all subsidiaries owning qualifying assets entered the Norwegian tonnage tax regime
according to tax code §8-10, where there is a final tax exemption for shipping income. The tax exemption
includes opeating profit and gain on income. Net financial income will be taxed at the ordinary tax rate of
28%.
In order to qualify for the Norwegian tonnage tax regime, tonnage taxed companies can prinsipally not
engage in any business other than charter and operation of owned or chartered vessels.
Norwegian tonnage taxed companies are obliged to pay an annual moderate tonnage tax, based on the net
registered tonnage. Tonnage tax is presented as Operating cost.
Income at entry NOK 7.9 million is booked at the gain/loss account and minimum 20% is taxable income per
year. Current tax liability of NOK 2.1 million appears as deferred tax in the financial statement. Current years
financial result is calculated according to tax code § 8-10 to 8-20.
(NOK 1 000)
*Tax payable was included in deferred tax liability in the balance sheet 31 December 2012
These deferred tax benefits are not recognized in the balance sheet.
COMPANIES
POSTED TO
DEFERRED ENTERING OTHER DEFERRED
DEFERRED TAX AND DEFERRED TAX BENEFITS INCOME
TAX BENEFIT TONNAGE CORRECTIONS TAX BENEFIT
- ORDINARY TAXED COMPANIES STATEMENT
TAX REGIME
OB 2012 OB 2012 2012 2012 CB 2012
(NOK 1 000)
The basis for deferred tax (tax benefit) is calculated on differences that exist at the end of the accounting year
between accounting and tax values.
Temporary differences relating to the group’s ships held in partnerships is included in the group’s
presentation of deferred tax and deferred tax liabilities.
(NOK 1 000)
2013 2012
(NOK 1 000)
Weighted average number of shares (in 1 000) 242 220 180 272
Number of shares as per 31 December (in 1 000) 242 220 242 220
Treasury shares (in 1 000) 56 56
Earnings per share is calculated by dividing the result for the period by a weighted average number of
ordinary shares outstanding in the period excluding treasury shares and options as these are antidilutive.
When calculating the diluted group earnings per share, the weighted average number of outstanding shares
during the year is applied.
2013 2012
SURPLUS VALUE OF
GOODWILL
CHARTER PARTY CONTRACT
(NOK 1 000)
1 January 2013
Opening balance 7 821
Amortisation (6 191)
Accumulated translation differences 506
Book value 31 December 2013 2 136
1 January 2012
Opening balance 59 116 14 735
Amortisation (6 130)
Impairment (59 116)
Accumulated translation differences (784)
Book value 31 December 2012 0 7 821
As per 31 December 2013 the remaining period under the charter contract was 0.25 years.
Amortization method: Linear.
Charterparty contract
The surplus value of the charterparty contract is amortized in straight line over the duration of the
charterparty. The surplus value of the charterparty contract relates to the purchase of shares in NOCC Atlantic
in January 2011.
FITTINGS AND
VESSELS DOCKING TOTAL
VEHICLES
(NOK 1 000)
1 January 2012
Acquisition cost 2 179 615 208 731 8 569 2 396 916
Accumulated depreciation and write downs (501 304) (157 900) (7 446) (666 650)
Accumulated translation differences (111 706) 2 467 0 (109 239)
Book value 1 January 2012 1 566 604 53 298 1 124 1 621 027
31 December 2012
Acquisition cost 2 767 564 213 110 8 805 2 989 479
Accumulated depreciation and write downs (649 911) (186 817) (8 066) (844 794)
Accumulated translation differences (232 384) 45 0 (232 339)
Book value 31 December 2012 1 885 270 26 337 740 1 912 347
FITTINGS AND
VESSELS DOCKING TOTAL
VEHICLES
(NOK 1 000)
1 January 2013
Acquisition cost 2 767 564 213 110 8 805 2 989 479
Accumulated depreciation and write downs (649 911) (186 817) (8 066) (844 794)
Accumulated translation differences (232 384) 45 0 (232 339)
Book value 1 January 2013 1 885 270 26 337 740 1 912 347
31 December 2013
Acquisition cost 3 045 424 225 113 9 504 3 280 041
Accumulated depreciation and write downs (773 382) (207 800) (8 454) (989 636)
Accumulated translation differences (33 624) 3 585 - (30 039)
Book value 31 December 2013 2 238 418 20 899 1 050 2 260 367
The management and board are impairment testing the fixed assets of the Group on a quarterly basis. The
impairment testing is done on a single vessel basis. The key assumptions are market valuations obtained from
reputable ship brokers, as well as the discounted cash flows from the vessels. The discounted cash flows from
the vessels are calculated based on the respective vessels’ budgeted net result before financial items over the
useful life of the vessel plus the expected residual value at the end of the useful life. The budgeted net result
is the company’s estimate of future earnings, costs, off-hire and docking over the remaining life of the vessel
plus the residual value. The income, costs, off-hire and docking are assessed regularly based on prevailing
market conditions, the vessels’ size and age.
The discount rate is derived by applying the actual cost of the outstanding debt on the vessel (including any
fixed interest) and the required return on equity. The NOK 11.3 million impairment charge booked for 2013
relates to the vessel “Vinni”.
The vessel “Vibeke” was sold in 2013. The net loss from sale was NOK 13.7 million including reversal of
translation differences. The vessel “Vinni” was sold in January 2014 and the calculated loss was booked as an
impairment charge in Q4 2013.
The addition for docking in 2013 amounts to NOK 12.6 million (NOK 12.3 million in 2012). Drydocking
expenses have been booked for the following vessels:
Mortgages
All consolidated vessels have been mortgaged as security for bank loans. Please refer to Note 18.
NOTE 14 SUBSIDIARIES
Please see below an overview of the entities in the Norwegian Car Carriers ASA Group of companies.
OWNERSHIP/VOTING RIGHTS% 1)
Wholly-owned subsidiaries:
NOCC Companion AS 3) Norway 100 %
NOCC Coral AS Norway 100 % 100 %
NOCC Caribbean AS 4) Norway 100 %
NOCC Oceanic AS Norway 100 % 100 %
Asian King AS Norway 100 % 100 %
Asian Emperor AS Norway 100 % 100 %
Eidsiva 2 Ro Ro AS Norway 100 % 100 %
Eidsiva Ro Ro AS Norway 100 % 100 %
Eidsiva Car Carrier AS Norway 100 % 100 %
Tor Belgia AS Norway 100 % 100 %
Østersjø-Fergen ANS 5) Norway 100 %
Ro-Ro Helena AS Norway 100 % 100 %
Ro-Ro Helena KS 5) Norway 100 %
Eidsiva Shipping Pte Ltd 6) Singapore 100 % 100 %
Rederiselskabet af 23/4 1996 Aps Denmark 100 % 100 %
NOCC Shipping AS Norway 100 % 100 %
NOCC I AS Norway 100 % 100 %
Dyviships XI AS 6) Norway 100 % 100 %
Dyviships XII AS 6) Norway 100 % 100 %
NOCC Atlantic AS Norway 100 % 100 %
Dyviships IV AS Norway 100 % 100 %
Dyviships IV DIS 7) Norway 100 % 100 %
Bellona Pte. Ltd. 8) Singapore 100 %
NOCC Shipowning AS Norway 100 % 100 %
Other subsidiaries:
NOCC Atlantic DIS Norway 53.75% 53.75%
Bergshav Car Carrier KS Norway 51 % 51 %
Forest II KS 9) Norway 50 %
Eidsiva 2 Ro Ro KS Norway 51 % 51 %
Dyviships XI DIS 10) Norway 56 %
1) Shares in limited partnerships (KS) and silent partnerships (DIS) include the ownership shares indirectly owned by the general partners of each KS or DIS.
5) The entity was deleted from the register of business enterprises in 2013.
7) The silent partnership Dyviships IV DIS was dissolved in 2013, and the business was transferred to the general partner Dyviships IV AS.
2013 2012
(NOK 1 000)
2012
In June 2012 NOCC acquired an additional 0.75% share in the silent partnership which brought the ownership to 53.75%.
2013
The silent partnership Dyviships XII DIS was in 2013 dissolved and the funds were partly repaid to the participants.
The Group’s share of the result, assets and liabilities in associated companies
INTEREST/VOTING
NAME, REGISTERED IN ASSETS LIABILITIES INCOME SHARE OF PROFIT
RIGHTS
(NOK 1 000)
2013
Dyviships XII DIS, Oslo (193)
- - - (193)
INTEREST/VOTING
NAME, REGISTERED IN ASSETS LIABILITIES INCOME SHARE OF PROFIT
RIGHTS
(NOK 1 000)
2012
Dyviships XII DIS, Oslo 1 016 (59) (200) (200) 34.47 %
1 016 (59) (200) (200)
Other long-term receivables mature more than 1 year and less than 5 years from the reporting date.
The receivables are non-interest bearing.
1) Stocks of luboil and bunkers are recognized in the balance sheet at cost, using the first-in/first-out method (FIFO).
2) NOK 6.5 million relates to the sellers credit to Abou Merhi Lines. There are no indicators at the date of reporting that any of the receivables are impaired.
No provisions for bad debt has been made as per 31 December 2013.
3) Insurance claims in connection with vessel damage are recognised at best estimate of recoverable amounts from the insurance company.
The book value of the Group`s Other long-term and current receivables by currency*:
2013 2012
(NOK 1 000)
In the cash flow statement cash and cash equivalents consist of the following:
2013 2012
(NOK 1 000)
Cash and cash equivalents (included restricted accounts) 164 570 280 517
Total 164 570 280 517
Amounts held on restricted accounts relate to office lease guarantees and cash held by NOCC Atlantic DIS on
a debt service retention account.
NOTE 18 DEBT
2013
NOCC I AS NOCC Kattegat USD 104 918 11 079 3.0 % floating March 2019
NOCC Puebla/
Dyviships IV DIS USD 221 106 19 039 5.6 % fixed March 2015
NOCC Pamplona
NOCC Coral AS NOCC Coral USD 30 444 - 5.5 % floating April 2015
NOCC Coral AS NOCC Caspian USD 30 357 - 5.5 % floating July 2015
Eidsiva 2 RoRo KS Vinni USD - 30 947 3.5 % floating January 2014*
NOCC Atlantic DIS NOCC Atlantic USD 193 884 23 414 3.4 % fixed July 2017
NOCC Oceanic AS NOCC Oceanic USD 284 501 19 461 3.0 % partly fixed March 2019
Asian King AS Asian King USD 121 586 22 806 4.3 % partly fixed March 2017
Asian Emperor AS Asian Emperor USD 119 610 20 677 3.7 % partly fixed June 2015
NOCC Companion AS Glovis Companion USD 203 299 18 291 5.0 % partly fixed March 2018
Ro-Ro Helena AS Helena EUR 23 221 13 519 4.5 % fixed July 2016
Total 1 332 925 179 084
* The outstanding debt in Eidsiva 2 RoRo KS was fully repaid in January 2014 in connection with sale of the vessel “Vinni”.
2012
NOCC Oceanic AS NOCC Oceanic USD 236 441 17 145 3.8 % floating August 2017
partly
Asian King AS Asian King USD 131 481 19 973 3.9 % March 2017
fixed
partly
Asian Emperor AS Asian Emperor USD 127 052 18 926 3.7 % June 2015
fixed
Ro-Ro Helena AS Helena EUR 32 128 11 837 4.5 % fixed July 2016
Total 1 169 323 138 076
Certain bank debt facilities contain financial covenants including minimum value adjusted equity, minimum
asset coverage and minimum cash and positive working capital.
BOND LOAN
In September 2010 the Company issued a NOK 200 million unsecured bond loan with maturity in September
2015. The bond is non-amortizing and is listed on Oslo Stock Exchange. In March 2012 the loan amount was
increased by NOK 25 million through a tap issue, and the proceeds were applied in order to redeem in full a
bond loan with maturity in 2013, see note 22. In November and December 2013, the Company exercised the
option to redeem in aggregate NOK 80 million of the outstanding bonds. As per 31 December 2013 the book
value of the outstanding bonds were NOK 144.7 million (outstanding notional amount NOK 142.4 million).
The bond loan is subject to semi-annual coupon payments with a fixed interest of 10.5%. The bond includes
financial covenants under which the Company has undertaken to maintain 1) a minimum 25% value adjusted
equity ratio for the Group and; 2) the parent company to maintain free cash of minimum NOK 20 million.
The bond loan may be redeemed at the Company’s sole discretion at a premium to par of 102.5% and 101%,
respectively 12 and 24 months prior to maturity
2013 2012
(NOK 1 000)
The non-controlling interests share of participant loans is related to loans to the limited partnership Eidsiva
2 RoRo KS. The debt to EUKOR and the non-controlling interest share of participant loans are non-interest
bearing obligations.
Both items have in the 2013 accounts been reclassified as current liabilities, see note 20.
1) The charter party for Dyvi Adriatic was terminated in December 2010. The provision is related to the expected loss from this early termination and was
dissolved during the period up until March 2012.
2) A provision was made in 2011 in relation to a settlement of a claim from non-controlling interests in Forest II KS. The provision was dissolved in 2012.
2013 2012
(NOK 1 000)
1) Participant loans relate to the non-controlling interest’s share of loans from participants to Eidsiva 2 Ro Ro KS and to the former participants in Dyviships
XI DIS and Dyviships XII DIS which fall due within 12 months
The Group is exposed to different financial market risks primarily through fluctuations in foreign exchange
rates and interest rates which may have an effect on the value of the Group’s assets, liabilities and future cash
flows.
In order to reduce and control these risks the management periodically reviews and evaluates the most
important financial market risks. When a risk factor is identified, measures may be taken to reduce the
specific risk. When deemed appropriate the financial market risks are mitigated by applying derivative
products for hedging purposes. If derivative transactions are entered into, only recognized ordinary derivative
instruments are applied. It is the policy of the management to execute financial derivative transactions with
recognised financial institutions only. None of the derivative transactions entered into by the Group are
designated as accounting hedges, and hedge accounting is not applied.
The Group has applied derivatives only for the purpose of managing risks related to fluctuations in interest
rates and foreign exchange rates. The Group has not applied financial derivatives speculatively and as
such derivatives have not been applied where there is no underlying exposure. The treatment of financial
derivatives for accounting purposes is further discussed in note 22 for the Group.
The risk of fluctuations in fuel oil is not directly relevant for the Group as the supply of fuel to the vessels is
for the account of the charterer.
As a Norwegian entity with revenues primarily denominated in USD, the Group is exposed to foreign
exchange risks. The Group is presenting its consolidated financial statements in NOK. The foreign exchange
exposure is primarily related to vessel-owning subsidiaries where the functional currency is USD and EUR,
as the case may be. Operating income and operating expenses for a vessel are usually in the same currency,
which naturally mitigates some of the risk. Foreign exchange fluctuations may have an adverse effect on the
Group’s activities, profitability, cash flow, results and or financial condition.
To partly mitigate the impact from adverse movements in foreign exchange rates, the Group enters into
forward contracts for USD/NOK to cover general and administrative expenses which are primarily in NOK. No
contracts have been entered for currencies other than USD/NOK.
Available liquidity is held in NOK, USD, EUR and to a small extent in SEK. The Group’s consolidated vessels
are denominated in USD and one in EUR, which are the functional currencies of the relevant vessel owning
subsidiaries.
The following table illustrates the sensitivity in the Group’s profit before tax and equity due to a defined
fluctuation in the USD/NOK exchange rate, assuming all other factors are held constant
As per 31 December 2013 the Group had entered into one forward foreign exchange contract under which
the Group has sold USD and bought NOK for delivery in February 2015 (USD 5 million). See note 22 Financial
Instruments for details on hedging transactions.
Net foreign exchange gains and -losses recognized to the profit and loss account:
2013 2012
(NOK 1 000)
The Group is exposed to interest rate fluctuations primarily related to the Group’s long-term debt obligations.
In order to reduce the exposure to increased interest rates, the Group has adopted a strategy to hedge a
portion of the interest rate exposure associated with the long-term debt by entering into interest rate swaps.
Depending on development in interest rates and certain internal guidelines, the Group enters into hedging
transactions with a view to fix 50-70% of the interest rate exposure. The interest rate risk is assessed using a
dynamic model which takes into account different scenarios based on refinancing, alternative financing and
hedging.
As per 31 December 2013 the Group had entered into 6 interest rate swap agreements for a total nominal
value equivalent to NOK 766.0 million under which the Group received a floating interest rate and paid a
fixed rate on the nominal value. In addition to this, the Group has entered into another two interest swap
agreements for a total nominal amount of USD 35 million with forward start in 2015.
As per 31 December 2013 the proportion of fixed rate debt represented 54.7% of the interest-bearing debt.
The following table illustrates the sensitivity in the Group’s profit before tax from a certain fluctuation in
interest rates (interest swap included), all other factors held constant.
INCREASE/REDUCTION EFFECT ON
IN LOAN INTEREST RESULT BEFORE TAX
(NOK 1 000)
During 2013 and 2012 the Group’s borrowings at variable rate were denominated in USD. The impact on the
Group’s equity is immaterial. See detailed information of borrowings in Note 18 - Debt.
Credit risk
Credit risk occurs in transactions with financial instruments, cash deposited with banks and financial
institutions in addtion to risks related to customer receivables and other short-term receivables. The Group
deals primarily with recognized and creditworthy third parties. There have been very few disputes, if any,
with customers regarding payment and fulfilment of contractual terms. Customer receivables are monitored
continuously and the Group’s risk of loss on receivables is considered low. There is also credit risk related to
loans to associated companies. The maximum exposure is limited to the book value of the financial assets
including derivatives. The maximum exposure when it comes to customer receivables is deemed to be equal
to be the book value of customer receivables, see Note 16 - Other long-term receivables, account receivables
and other current assets.
The liquidity reserve of the Group is primarily deposited with major banks like Nordea Bank Norge ASA and
DNB ASA.
Liquidity risk
The Group monitors the risk of shortage of available capital by carefully following up maturity dates for
financial investments, financial assets, and projected cash flows from operations. Careful management of
liquidity risk involves maintaining a sufficient holding of cash and tradable securities in order to maintain
sufficient liquidity to honour running obligations. The management monitors the liquidity reserve through
rolling forecasts based on expected cash flows.
The table below provides details of financial liabilities excluding derivatives, classified according to the
repayment structure. The amounts are undiscounted cash flows, and the classification has been done
according contractual maturity.
2020 AND
31 DECEMBER 2013 2014 2015-2016 2017-2019 TOTAL
LATER
(NOK 1 000)
Long-term interest bearing debt, secured 1) 179 301 604 161 737 348 1 520 810
Bond loan 2) 142 422 142 422
Derivatives 10 009 3 558 (3 439) (265) 9 863
Other short-term debt 81 974 81 974
Non-controlling interest's share of participant
8 477 8 477
loans
Total 279 761 750 141 733 909 (265) 1 763 546
Interest during the period3) 73 976 87 362 44 920 417 206 675
2019 AND
31 DECEMBER 2012 2013 2014-2015 2016-2018 TOTAL
LATER
(NOK 1 000)
Long-term interest bearing debt, secured 1) 138 076 875 859 301 631 1 315 566
Bond loan 2) 221 000 221 000
Derivatives 12 404 15 124 500 28 028
Other long-term debt 11 790 11 790
Other short-term debt 67 913 67 913
Non-controlling interest's share of participant
644 18 956 19 600
loans
Total 219 037 1 142 729 302 132 0 1 663 898
Interest during the period3) 73 230 117 887 23 201 0 214 318
1) Long-term interest bearing debt is converted from respectively USD and EUR at the rate on the balance sheet date.
2) The bond matures in September 2015, and consequently there is no short-term portion of this obligation.
NOCC’s bond loan with maturity in 2015 is at the date of this report traded at about 102.5% of par. Several
of the Group’s mortgage loans are subject to interest margins that are currently deemed to be below current
market levels. The difference between book-value and actual value of interest bearing debt is immaterial.
Capital management
The Group’s management has an objective to ensure that the Group maintains a certain solidity in order to
support the business and maximise the market capitalization of the Group. The Group manages its capital
structure and makes necessary changes on an ongoing basis according to an assessment of the economic
factors under which the business is operated and the prospects in the short- to medium term.
Management of the capital structure is carried out through adjusting dividends, through repurchases of the
company’s own shares, through reducing share capital or issuing new shares. The have been no changes to
the guidelines within this area during 2013.
The Group’s policy is to maintain an equity ratio of at least 30 per cent. As per 31 December 2013 the book
equity ratio was 29.26% (27.84% as per 31 December 2012). The bond loan includes a covenant under
which the Group has undertaken to maintain a minimum 25% value adjusted equity, and the Group was in
compliance with this covenant as per 31 December 2013.
The book equity ratio is calculated as book equity divided by total assets:
The fair value of unquoted financial assets has been estimated using valuation techniques based on
assumptions that are not supported by observable market prices.
The fair value of foreign exchange contracts is set by using the forward rate on the balance sheet date and is
set by calculating the present value of future cash flows. In the case of all the above-mentioned derivatives
the fair value is confirmed by the financial institution that the Company has entered into the agreement with.
The following of the company’s financial instruments are not valued at fair value: cash and cash equivalents,
customer receivables, other receivables and long-term debt.
The book value of cash and cash equivalents is virtually the same as fair value due to the fact that these
instruments have short maturity dates. Correspondingly the book value of customer receivables and debt to
suppliers is virtually the same as the fair value as they are entered into on standard terms.
The Group classifies fair value measurements by using a fair value hierarchy that reflects the significance of
the input that is used in preparing the measurements. The fair value hierarchy has the following levels:
Level 1: the input is quoted prices (unadjusted) in an active market for identical assets or liabilities.
Level 2: the input is prices, other than quoted prices included in level 1, that are observable for the asset or
liability either directly (i.e. as prices) or indirectly (i.e. calculated from prices).
Level 3: the input to the asset or liability is not based on observable market data (non-observable input).
The following table presents the Group’s financial assets and liabilities measured at fair value as per 31
December 2013.
Assets
Financial assets at fair value over profit or loss
- Derivatives held for trading purposes
Total assets - - -
Liabilities
Financial liabilities at fair value over profit or loss
- Derivatives held for trading purposes 9 506 357
Total liabilities - 9 506 357
During the reporting period there were no changes in the fair value measurement that involved transfers
between level 1 and level 2. Financial assets and liabilities in level 2 are entered in the balance sheet at market
value.
The following table presents the Group’s financial assets and liabilities measured at fair value as per 31
December 2012
2012 LEVEL 1 LEVEL 2 LEVEL 3
(NOK 1 000)
Assets
Financial assets at fair value over profit or loss
- Derivatives held for trading purposes - - -
Total assets - -
Liabilities
Financial liabilities at fair value over profit or loss
- Derivatives held for trading purposes 26 459 1 569
Total liabilities - 26 459 1 569
The following table presents the changes in level 3 instruments for the year ended 31 December 2013
DERIVATIVES
(NOK 1 000)
The following table presents the changes in level 3 instruments for the year ended 31 December 2012
DERIVATIVES
(NOK 1 000)
The NOK -0.4 million value of the contingent fee payment (equity kicker) is calculated based on the terms in
the loan agreement between the subsidiary Dyviships IV AS and DNB Bank ASA as lender under which the
lender is entitled to a certain contingent fee payment upon maturity of the debt. The contingent fee payment
is calculated based on the probability of there being excess value in the subsidiary upon maturity of the
financing as a result of fluctuations in the charter rates and asset values for the relevant vessels.
Derivatives
2013 2012
ASSETS LIABILITIES ASSETS LIABILITIES
(NOK 1 000)
NOTIONAL AMOUNT
CURRENCY NOTIONAL AMOUNT START DATE MATURITY DATE FIXED RATE
IN NOK1)
USD 12 025 73 130 May 2015 0,94 % 2)
USD 12 043 73 237 March 2017 0,80 % 2)
USD 36 416 221 464 March 2015 4,13 %
USD 40 638 247 137 July 2014 2,20 %
USD 18 798 114 320 February 2020 1,54 %
EUR 4 434 37 176 July 2016 3,63 %
USD 20 000 121 630 November 2015 November 2018 2,22 %
USD 15 000 91 223 March 2015 March 2020 2,04 %
1) See note 21
2) Current interest rate under step-up swap under which the interest rate will increase over time to to 1.61% and 1.63%, respectively.
Assets
Derivatives
Customer receivables and other
41 353 41 353
receivables (excluding prepayments)
Financial assets available for sale 10 10
Cash and cash equivalents 280 517 280 517
Total 321 870 10 321 880
OTHER PENSION
SALARY BONUS BOARD FEES TOTAL
REMUNERATION COST
(NOK 1 000)
Remuneration to senior
management 2013
Engebret Dahm, CEO 1) 2 399 400 39 174 - 3 012
Jonas Gunstad, CFO 2) 1 792 133 28 137 - 2 090
Fridtjof Næss, COO 3) 1 056 - 124 888 - 2 068
Total 5 247 533 192 1 199 - 7 170
(NOK 1 000)
Remuneration to senior
management 2012
Lars Solbakken CEO 4) 1 166 - 8 40 30 1 243
Engebret Dahm, CEO 1) 2 208 - 23 183 23 2 436
Jonas Gunstad, CFO 2) 771 - 8 69 - 848
Fridtjof Næss, COO 3) 1 837 - 186 195 - 2 219
Total 5 981 - 224 487 6 745
In connection with the early retirement of the former COO as from 1 July 2013, it was agreed upon one-time
compensation for forfeiting further accumulation of pension benefits, as well as a monthly pension for the
period July 2013 until March 2016 upon reaching the age of 67. The cost associated with the early retirement
was provisioned for in 2Q 2013 and the balance of this pension liability on 31 December 2013 was NOK 1 770
956.
Refer to note 26 for further information about the Group’s share option scheme. No options have been
exercised by senior management in 2013.
OTHER
SALARY BONUS BOARD FEES TOTAL
REMUNERATION6)
(NOK 1 000)
Board 2013
Carl Petter Finne, Chairman 5) - - - 200 200
Jørgen G. Heje, Dep. Chairman - - 52 120 172
Jan Frederik Dyvi 6) - - 25 100 125
Kristine Klaveness 5) - - 25 120 145
Nini E. Høegh Nergaard - - - 120 120
Benedicte Bakke Agerup 7) - - - 60 60
Election Comittee
Jan Nylund 5) - - - 15 15
Knut G. Heje - - - 15 15
Andreas Mellbye - - - 50 50
OTHER
SALARY BONUS BOARD FEES TOTAL
REMUNERATION 9)
(NOK 1 000)
Board 2012
Carl Petter Finne, Chairman 5) 130 130
Jørgen G. Heje, Dep. Chairman - - 64 160 224
Jan Frederik Dyvi - - 50 120 170
Kristine Klaveness 5) 60 60
Nini E. Høegh Nergaard - - - 120 120
Benedicte Bakke Agerup 7) - - - 120 120
Tove Raanes 8) - - - 60 60
Stein Aukner 8) - - - 60 60
-
Election Comittee -
Jan Frederik Dyvi 8 8
Jan Nylund 5) 8 8
Knut G. Heje 15 15
Andreas Mellbye 75 75
1) Engebret Dahm Deputy CEO from 1 July 2010 and CEO from 1 March 2012
The statement on executive remuneration applies to remuneration for work carried out by senior executives
in NOCC. NOCC aims to employ management that at all times can protect shareholders’ interests in the best
manner. In order to achieve this the Company must be in a position to offer competitive terms with regard
to the total compensation package. Each year the board prepares guidelines and a statement is made to the
Annual General Meeting on compensation in accordance with § 5–6 of the Public Companies Act.
Senior executives are to be paid a competitive base salary based on the individual’s responsibility and
performance.
A discretionary bonus scheme is available for senior executives. Senior executives may receive a bonus on the
basis of an annual evaluation.
Senior executives may be offered various arrangements such as pensions, insurances and similar. Certain
benefits such as free broadband, home telephone and a mobile telephone are provided to senior executives
so that they are available to the Company. In line with other employees, senior executives are members of the
Company’s pension scheme. On reaching the age of 67 senior executives have a pension entitlement under
the employee pension scheme which, together with Social Security provides a pension equal to 70% of the
base salary up to 12 G assuming 30 years employment.
In the event of termination by the Company of the employment, the CEO is entitled to a NOK 2 390 000
compensation payment plus salary and other benefits during the notice period.
5. Option scheme
In 2009 the Company established a share option scheme under which all employees participate. The
purpose of the option program is to promote long-term value creation by contributing to employees and
shareholders having convergent interests. A similar share option scheme was implemented in 2012 under
which 3,300,000 options were awarded and further 3,500,000 options awarded in 2013. 1/3 of the awarded
options vest after 1 year and further 1/3 on each anniversary thereafter. Upon termination of employment,
awarded share options will be forfeited.
The compensation package offered to the CEO is reviewed annually by the Board.
All associated companies set out in note 14 are related parties to NOCC. Receivables and transactions
between consolidated companies are eliminated in the consolidation and not shown in this note.
The Group invoiced management services for partly-owned vessels totalling NOK 2.6 million in 2013 and
NOK 3.7 million for 2012. In addition the Group invoiced NOK 0.6 million for management services to Eukor
Car Carriers Singapore Pte. Ltd. (“Eukor”). Eukor is indirectly 40% owned by Wilh. Wilhelmsen ASA which on
31 December 2013 held 6.5% of the shares in NOCC.
Individuals specified in note 23 form part of the Group’s management or board and are also related parties to
NOCC.
The Company has during 2013 entered into the following transactions with related parties:
In January 2013 NOCC renewed a charter for a period of nine months as from February 2013. In November
2013 the contract was further extended for a period of 12 months. The charterer is Hyundai Glovis Co. Ltd.
(“Glovis”). Glovis is indirectly 12.5% owned by Wilh. Wilhelmsen ASA, the parent company of Wilhelmsen
Lines Shipowning AS, which on the balance sheet date held 6.5% of the shares in NOCC.
In November 2013 NOCC renewed the charter for a vessel for a period of five months as from December
2013. The charterer is Eukor Car Carriers Singapore Pte. Ltd. (“Eukor”). Eukor is indirectly 40% owned by Wilh.
Wilhelmsen ASA, the parent company of Wilhelmsen Lines Shipowning AS, which at the balance sheet date
held 6.5% of the shares in NOCC.
The subsidiary NOCC Companion AS has entered into an agreement with Bergshav Management AS for the
technical management of “Glovis Companion”. Bergshav Management AS is a sister company to Bergshav
Shipping AS which as per balance sheet date held 6.7% of the shares in NOCC.
The NOCC Group has entered into ship management contracts for nine of its vessels with Wilhelmsen
Ship Management, a sister company of Wilh. Wilhelmsen ASA, the parent company of Wilhelmsen Lines
Shipowning AS, which as per balance sheet date owned 6.5% of the shares in NOCC.
All transactions with related parties take place at market terms. Apart from the transactions specified in this
note and note 24, there are no transactions or outstanding amounts of a material nature with related parties.
Office
The Group administration is situated in rented premises in Drammensveien 167 in Oslo, Norway. For 2013 the
rent was NOK 1.3 million. The rent is subject to annual adjustment in line with the Norwegian consumer price
index.
The lease contract expires in January 2018, and the Company has an option for an extension of 5 years.
In 2009 Norwegian Car Carriers ASA established a share option scheme in which all employees participate.
In 2012 a rolling share option scheme was implemented for all employees. 3 300 000 share options were
granted in 2012, and further 3 500 000 share options were granted in 2013. Subject to certain adjustment
mechanisms in the share option agreement and following the private placement in October 2012, the
number of options awarded in 2012 was adjusted upwards by 159 774 options, and the relevant strike price
was reduced from NOK 2.12 to NOK 2.00.
As per 31 December 2013 there were 7 284 774 outstanding options which are vesting 1/3 after one year and
further 1/3 on each anniversary thereafter. The options expire two months after the last vesting date. Upon
termination of employment awarded share options are forfeited.
The number and weighted average exercise price of the share options is as follows:
WEIGHTED
EXERCISE PRICE OUTSTANDING AVERAGE WEIGHTED VESTED WEIGHTED
OPTIONS PER REMAINING AVERAGE OPTIONS AVERAGE
31.12.2012 CONTRACTUAL EXERCISE PRICE 31.12.2012 EXERCISE PRICE
LIFE
0,00 - 1,00 - - - - -
1,00 - 2,00 6 434 774 2.26 1.86 978 257 2.00
2,00 - 3,00
3,00 - 4,00 850 000 1.60 3.75 800 000 3.75
4,00 - 5,00
5,00 -
Total 7 284 774 2.18 2.08 1 778 257 2.79
The fair value of options awarded is calculated using the Black-Scholes option pricing model.
The risk-free interest rate on the award date has been obtained from Norges Bank. The expected volatility
has been set at 40% based on an evaluation of the historic volatility of the Norwegian Car Carriers share. The
expected lifetime has been set at one year after vesting.
The strike price for the share options granted to employees in 2009 was in 2011 adjusted to NOK 3.75 per
share, and the strike price for the options issued in 2012 was set to NOK 2.12 per share and ajusted to NOK
2.00 per share following the private placement in October 2012. The strike price for the options granted in
2013 was NOK 1.75 per share.
The average fair value of options granted in 2013 was NOK 0.30 per option.
The Company reserves the right upon receipt of a notice of excercise of an option to make a cash payment in
lieu of issuing the corresponding shares.
All employee share options that were in the money upon completion of the voluntary offer for all the shares
in the Company on 18 March 2014 have been exercised and settled in cash by the Company.
Total number of shares 1 January 242 219 728 133 082 302 0
Shares issued 0 109 137 426 133 082 302
Total number of shares 31 December 242 219 728 242 219 728 133 082 302
Treasury shares (56 252) (56 252) (56 252)
Total shares used for calculating earnings per share 242 163 476 242 163 476 133 026 050
As per 31 December 2013 the Company had 1 464 shareholders. All shares give the same rights in the
Company.
See note 11 for a calculation of earnings per share.
Members of the Board and other members of the senior management directly or indirectly own the following
number of shares:
1) Jørgen G. Heje is the owner of Skipsaksjeselskapet Jojolo and he is chairman and indirect owner of 40% of the shares in Agra AS, which holds 8,409,134
shares in NOCC and is in addition chairman and indirect owner of 40% of the shares in Agra Holding AS which holds 133,334 shares in NOCC.
As per the date of this report, 100% of the shares in the Company is owned by Car Carrier Investments AS.
At the Annual General Meeting 12 June 2013, a power of attorney was given to the Board to increase the
share capital of the Company by up to NOK 15,000,000 for the purpose of issuing shares to employees under
the share incentive program. The subscription price shall be set by the Board . The authority shall remain in
force until 30 June 2014. The power of attorney given at the ordinary general meeting of the Company on 7
June 2012to increase the share capital of the Company by up to NOK 9,000,000 was revoked.
At the Annual General Meeting on 12 June 2013 a power of attorney was given to the Board to purchase
up to 1,000,000 shares in the Company. Within the authority the power of attorney may be used on several
occasions. The price per share paid shall correspond to the quoted price on Oslo Børs at the time of the
purchase. As per 31 December 2013 the Company owned 56,252 of its own shares, which represents 0.02% of
the outstanding shares. The Company did not trade in its own shares during 2013. The power of attorney to
buy shares in the Company for up to NOK 11,087,000 given to the Board in the ordinary general meeting on
7 June 2012 was revoked.
OPERATING INCOME
Other operating income 14 289 3 651
OPERATING EXPENSES
Salaries and related expenses Note 7, 8, 10 22 256 21 654
Ordinary depreciation Note 2 389 532
Other operating expenes Note 10 9 430 15 187
TOTAL OPERATING EXPENSES 32 074 37 372
OPERATING RESULT (17 785) (33 721)
FINANCIAL ITEMS
FIXED ASSETS
Intangible assets
Deferred tax asset Note 9 - -
CURRENT ASSETS
Receivables on companies in the same group Note 12 45 436 139 231
Derivatives and financial instruments Note 13 1 682 -
Other receivables Note 12 2 616 33 244
TOTAL RECEIVABLES 49 734 172 475
LONG-TERM LIABILITIES
Pension liability 895 -
Other long-term debt Note 4 140 826 221 000
Long-term debt to group companies Note 12 - 50 932
TOTAL LONG-TERM LIABILITIES 141 720 271 932
CURRENT LIABILITIES
Debt to group companies Note 12 89 413 107 554
Government duties payable 1 492 1 644
Accrued interest 3 863 5 995
Derivatives and financial instruments Note 13 - (864)
Other current liabilities 8 980 4 575
TOTAL CURRENT LIABILITIES 103 748 118 904
TOTAL LIABILITIES 245 468 390 835
TOTAL EQUITY AND LIABILITIES 830 629 989 141
Carl Petter Finne Andrian Roman Dacy James Michael Stepp, Jr.
Chairman Vice Chairman Board Member
ACCOUNTING PRINCIPLES
The office of Norwegian Car Carriers ASA is at monetary items and recorded at fair value with
Drammensveien 167, 0277 Oslo. changes in market value recorded in the income
statement.
PREPARATION OF THE FINANCIAL STATEMENTS
Pension liabilities
The financial statements of Norwegian Car Carriers
ASA have been prepared in accordance with the The Company is operating a defined benefit-based
Accounting Act 1998 and generally accepted pension scheme for employees hired on or prior
accounting principles in Norway. to 31 October 2012. A benefit-based pension
scheme defines the employee’s right to agreed
The financial statements have been prepared at future pension benefits normally dependent on
historical cost, with the exception of financial factors such as age, number of years of service and
instruments, which are measured at fair value. compensation.
The financial statements are presented in NOK with The liability is carried as the present value of pension
all values rounded to the nearest thousand unless liabilities on the balance sheet date less the fair value
otherwise stated. Both current assets and short-term of pension funds allocated for payment of benefits
liabilities have been converted at the exchange rate together with corrections for non-recorded estimate
on the balance sheet date. differences and costs related to previous periods’
pension accrual. The pension liability is calculated
Functional currency and presentation currency annually by independent actuaries, based on a linear
The Company’s presentation currency as well as the earnings model. The present value of the defined
functional currency is NOK. benefit obligation is determined by discounting the
estimated future cash out flows using the interest
Subsidiaries and associated companies in the rate on covered bonds at the balance sheet date.
Company’s financial statements
For employees hired on or later than 1 November
Except for short term investments in listed shares, 2012, the Company is operating a defined
the cost method is applied to investments in other contribution plan . The contributions are recognized
companies. The cost price is increased when funds as employee benefit expense when they are due.
are provided through capital increases or when
group contributions are made to subsidiaries. Classification of assets and liabilities
Dividends and group contributions exceeding
the portion of retained earnings after the date of Current assets and short-term liabilities include items
investment are reflected as a reduction in the cost that fall due for payment within one year after the
of the investment. Dividends/group contributions balance sheet date. Other items are classified as
from subsidiaries are reflected in the same year as fixed assets/long-term obligations.
the subsidiary makes a provision for the amount.
Dividends from other companies are reflected as Current assets are valued at the lower of acquisition
financial income when it has been approved. cost and fair value. Short-term debt is entered in the
balance sheet at the nominal amount at the time of
Interests in other limited partnerships establishment.
Limited partnership interests that relate to various Fixed assets are valued at acquisition cost written
small investments are entered as financial fixed down to fair value if the fall in value is expected to
assets in other enterprises. be permanent. Long-term liabilities are entered in
the balance sheet at the nominal amount at the time
Income recognition
of establishment.
Income on delivery of services is valued at the fair
value of the consideration. Services are posted to Short-term investments
income in line with execution of the contract. Short-term investments (shares and interests valued
as current assets) are valued at the lower of average
Foreign exchange contracts
acquisition cost and fair value on the balance sheet
Foreign exchange contracts are considered to be date. Dividends received and other distributions
from companies are posted to income as other Deferred tax is measured based on the expected
financial income. future tax rates where temporary differences have
arisen, and are entered at nominal value and
Tax classified as long-term liabilities in the statement of
The tax charges in the income statement consist of financial position.
tax payable and change in deferred tax.
Following a change in the tax legislation in 2005
Deferred income tax is provided for with a tax rate the tax losses can be carried forward indefinitely.
of 27%, using the liability method on all temporary
differences between the tax base of financial items, Due to uncertainties whether tax losses carried
their carrying value for financial reporting purposes, forward may be utilized within reasonable time, the
their carrying value for financial reporting purposes Company has not recognized all of its deferred tax
as well as any financial tax losses carried forward. assets in the balance sheet.
NOTES
NOTE 1 EQUITY
SHARE
SHARE TREASURY OTHER PAID OTHER
2013 PREMIUM TOTAL
CAPITAL SHARES IN EQUITY EQUITY
RESERVE
(NOK 1 000)
Equity capital at 1 January 2013 448 106 (104) 62 462 155 835 (67 994) 598 305
Transaction cost share issuance 2012 (141) (141)
Share-based compensation 815 815
Remeasurement for pension plan - see
(4 128) (4 128)
Note 7
Recalculation of previous years currency
(19 257) (19 257)
difference - see Note 12
Activated loan costs - see Note 4 3 897 3 897
Result for the year 5 671 5 671
Equity capital at 31 December 2013 448 106 (104) 62 321 156 650 (81 812) 585 161
The NOK 26.6 million Group contribution to NOCC Shipping AS is booked against investment in the
subsidiary.
SHARE
SHARE TREASURY OTHER PAID OTHER
2012 PREMIUM TOTAL
CAPITAL SHARES IN EQUITY EQUITY
RESERVE
(NOK 1 000)
Equity capital at 1 January 2012 399 247 (169) 72 452 2 868 20 507 494 905
Share issuance in 2012:
Private placement 201 904 201 904
Transaction cost share issuance (9 990) (9 990)
Purchase of treasury shares 0
Reduction in share capital (153 045) 65 152 980 0
Share-based compensation (13) (13)
Other changes in equity 167
Result for the year (88 667) (88 667)
Equity capital at 31 December 2012 448 106 (104) 62 462 155 835 (67 994) 598 305
The NOK 39.9 million net Group contribution to NOCC Shipping AS is booked against investment in the
subsidiary.
REGISTERED OWNERSHIP/
SUBSIDIARIES/LIMITED COMPANIES EQUITY RESULT 2013 BOOK VALUE
OFFICE VOTING
(NOK 1 000)
*Liquidated and deleted from the Register for Business Enterprises in 2013.
Roro Helena KS was in 2013, dissolved and deleted from The Corporate Register in Brønnøysund. The
investment in the vessel “Helena” is directly continued in RoRo Helena AS, a 100 % owned subsidiary of
NOCC Shipowning AS.
NOCC Shipping AS carried in 2013 through a non-statutory merger with Eidsiva Shipping Pte Ltd, a former
100% owned subsidiary of Norwegian Car Carriers ASA.
Further to this, NOCC Shipping AS merged in 2013, with its 100% owned subsidiaries Dyviships XI AS and
Dyviships XII AS.
RECEIVABLES DUE LATER THAN ONE YEAR AFTER THE BALANCE SHEET DATE 2013 2012
(NOK 1 000)
LONG-TERM DEBT DUE LATER THAN ONE YEAR AFTER THE BALANCE SHEET DATE 2013 2012
(NOK 1 000)
See Note 18 of the Group accounts for further information regarding the Bond loan.
For 2013 the Company changed accounting principle with regard to activating loan costs on the bond loan.
These loan costs have been booked in the Balance Sheet, and will be amortised over the remaining tenor of
the loan. The effect of this change was booked against Other Equity 01.01.2013 - reference is made to Note 1.
NOTE 5 BANK
THE SHARE CAPITAL CONSISTS OF: TOTAL PAR VALUE POSTED TO BALANCE SHEET
(NOK)
For further shareholder information, please refer to note 27 in the Group accounts.
NOTE 7 PENSIONS
The company is obliged to provide a service pension scheme under the Norwegian Mandatory Service
Pensions Act.
The Group is operating two pension schemes which includes 9 active and 10 retired members. The scheme
gives rights to certain future benefits. For employees hired prior to 31 October 2012, the pension scheme is
based on a defined benefit plan and the pension will depend on the number of years of employment, the
salary level at retirement and the amount of contribution from the Social Security system. The
obligation is covered through Storebrand Livsforsikring. For employees hired on 1 November 2012 or later,
the pension scheme is based on a defined contribution plan and the pension will depend on the contribution
and the return on the contribution up until retirement as well as the contribution from the Social Security
system. As per 31 December 2013 there was one employee that benefitted from the defined contribution
plan.
As there is no difference in the pension liabilities between the parent company and the Group, reference is
made to note 8 in the Group accounts.
Norwegian Car Carriers ASA presents its consolidated accounts in accordance with IFRS. Norwegian
accounting standard 6A gives the parent company the right to apply IAS 19R in the parent company’s
accounts when these are presented in accordance with Norwegian accounting standards. IAS 19R was in the
Group accounts implemented over OCI, with retrospective effect back to 2012.This effect was in the accounts
of the parent company booked against Other Equity - reference is made to Note 1.
Besides this there are no material differences between the treatment of principle change between group
accounts and parent company.
Please refer to group accounts for comparable figures regarding principle change.
Norwegian Car Carriers ASA – Annual Report 2013 / 77
FINANCIAL STATEMENTS - PARENT COMPANY
NOTE 8 OPTIONS
The company has a share option scheme in which all employees participate.
As there is no difference between the parent company and the option liabilities of the Group, reference is
made to note 26 in the Group accounts.
NOTE 9 TAX
Basis for tax charge, change in deferred tax and tax payable
2013 2012
Tax payable on the result for the year (16 844) 14 947
Tax effect on change in deferred loss brought forward 16 528 (6 911)
Excess/shortfall provided in previous year 317 -
Total tax payable 0 8 036
Effect on deferred tax from group contributions (7 456) (8 036)
Change in deferred tax 7 456 (51 094)
Tax income/(expense) 0 (51 094)
Explanation why the tax for the year differ from 28% of profit before tax:
The tax charge for the year is specified as follows 2013 2012
THE COMPANY HAS PROVIDED GUARANTEES FOR THE FOLLOWING: CURRENCY AMOUNT
(NOK 1,000)
Asian King AS Asian King NOK 159 564
Asian Emperor AS Asian Emperor NOK 102 230
NOCC Coral AS NOCC Caspian NOK 30 408
NOCC Coral AS NOCC Coral NOK 30 408
NOCC Oceanic AS NOCC Oceanic NOK 195 771
NOCC Companion AS NOCC Companion NOK 113 586
NOCC I AS NOCC Kattegat NOK 82 093
Dyviships IV AS NOCC Puebla/NOCC Pamplona NOK 170 282
Ro-Ro Helena AS Helena NOK 75 453
Liability for uncalled capital in limited liability subs. NOK 68 566
Liability for deriviatives in subsidiary NOK 9 179
All agreements between companies in the Group are entered into on market terms.
The Company has historically booked long-term receivables and debt in foreign currency at historical rate
of exchange. The Company has from the accounting year 2013 changed this practice, and all long-term
receivables and debt in foreign currency are booked at the rate of exchange on the date of the balance sheet.
The effect of this recalculation has been booked against Other Equity 01.01.2013 - see Note 1.
OTHER RECEIVABLES
(NOK 1 000)
Prepaid expenses 1 587
VAT 388
Other receivables 641
Total 2 616
The following transactions with related parties were reflected in the accounts of the Company:
2013 2012
(NOK 1 000)
Please refer to Note 24 of the Group Accounts for further information regarding transactions with related
parties.
2013 2012
(NOK 1 000)
Other derivatives
Interest swap fixed interest 2.22% with start date 16. November 2015 895
Interest swap fixed interest 2.035% with start date 26. March 2015 2 611
The Group had entered into one USD/NOK forward exchange contract as per 31 December 2013 , under
which USD 5 million was sold and NOK was bought at a rate of 5.78 for delivery in 02/2015.
Further to this, the Company entered in 2013, into two interest swaps with different start dates in 2015.
AUDITOR`S REPORT
GLOSSARY
BAREBOAT CHARTER (B/B): An arrangement painting of ship bottom. Usually carried out every
for the hiring of a ship, whereby crew costs and 2½ to 5 years.
other operating expenses are not included in the
agreement for a fee payable as a specific sum per LANE METRES: A measurement of the area of the
time period. The party that hires the ship covers crew total cargo decks of a vessel which traditionally is
costs and all other operating expenses, including used for pure ro-ro vessels and mostly in EU. The
docking and maintenance, in addition to all voyage “lane metres” measurement is an alternative to using
related costs. On redelivery, the ship shall be in the total “square metres” which is a more common
same good condition as when delivered, normal measurement of the cargo deck capacity of car
wear and tear excepted. carriers. “Lane metres” represents the length of
available cargo space based on the assumption of
CAR CARRIER: A roll on/roll off vessel specialized for cargo being trailers requiring stowage width of 2.5
transportation of cars and other rolling cargo. One to 3 meters.
normally distinguishes between a Pure Car Carrier
(“PCC”) and a Pure Car and Truck Carrier (“PCTC”). A OFF-HIRE: The time a ship is prevented being
PCC is a car carrier specialized for transportation of gainfully employed for its owner or charterer, e.g.
cars only with limited strength external and internal time used for repairs.
ramps and decks and few, if any, hoistable decks. A
PCTC is a car carrier which in addition to cars can OPERATING EXPENSES: Expenses for crew as well
transport trucks, railcars, heavy machinery and other as all other expenses directly connected with the
“high and heavy” cargo due to a higher strength running of the ship, including maintenance and
ramps (normally 100-150 mt) and car decks as well insurance.
as having normally 3 to 4 hoistable decks making it
easier to accommodate high cargo. RO-RO VESSEL: A roll on/roll off vessel specialized
for transportation of rolling cargo as well as non-
CEU: “Car equivalent unit” corresponding to 10 rolling cargoes on trailers or other cargo platforms
m3 of cargo. A volume measurement replacing the with wheels. Typically these cargoes are industrial
traditional square measurement of the “RT-43” car products or raw materials. Ro-ro vessels differ from
unit, given that today’s cargo is more diversified – ref PCTC in as much as all decks normally are designed
PCTC above. The RT-43 reference is to a car unit of for a majority of heavier and taller cargoes, and
about 9.4 m3 and 1.40 m height – smaller and lower normal deck heights are therefore 4.5 to 6.0 metres.
than the size of the average car being shipped today. The deadweight capacity of a ro-ro vessel would
typically be higher in relation to the available cargo
CHARTERER: The party hiring and paying for ships volume as the density of ro-ro cargoes is much
or ship space. higher than for cars. Modern design trends appear
to merge the PCTC and the ro-ro specifications, and
CLASSIFICATION SOCIETY: A non governmental therefore blur the distinction.
independent organisation, e.g. Det norske Veritas,
controlling and verifying that the technical condition, SHIP MANAGEMENT: The administration of a
the safety and quality of a ship complies with its own ship, including services like technical operation,
rules, as well as those of national authorities. maintenance, crewing, insurance as well as safety
and security measures.
DEADWEIGHT TON (DWT or TDW): A measure of
the weight carrying capacity of the ship. The total SHORT-SEA (REGIONAL) TRADE: Seaborne
DWT is the weight of the ship and the cargo the ship trade that moves within regional trade routes (not
may carry over and above bunkers, fresh water, spare intercontinental).
parts etc.
TIME CHARTER (T/C): An arrangement for the
DEEP-SEA (GLOBAL) TRADE: Seaborne trade that hiring of a ship complete with the crew for a fee,
moves on inter-continental trade routes. payable as a specific sum per time period. The party
that hires the ship pays for bunkers, port and canal
DRY DOCK: Putting a ship into dry dock for charges and any other voyage related costs.
inspection and repairs of underwater parts, and
Office address:
Drammensveien 167
0277 Oslo
Mailing address:
P.O. Box 304 Skøyen
0213 Oslo
Telephone: + 47 23 11 64 64
Fax: + 47 23 11 64 60
E-mail: nocc@noccasa.no