Annual Report 2011 - PGS

Annual Report 2011 - PGS Annual Report 2011 - PGS

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Notes to the consolidated financial statements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fair value hierarchy As at 31 December 2011 and 2010, the Company held the following financial instruments carried at fair value on the statement of financial position: The Company is required to disclose the hierarchy of how fair value is determined for financial instruments recorded at fair value in the consolidated financial statements: Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities Level 2: assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly Level 3: techniques for which all inputs which have a significant effect on the recorded fair value that are not based on observable market data. Assets measured at fair value 31 December Level 1 Level 2 Level 3 (In thousands of dollars) 2011 Financial assets at fair value through profit or loss Forward exchange contracts (non-hedge) 170 --- 170 --- Debt instruments 507 --- 507 --- Available-for-sale financial assets Equity shares 7,779 6,205 --- 1,574 Debt securities 23,290 --- 23,290 --- Liabilities measured at fair value 31 December Level 1 Level 2 Level 3 (In thousands of dollars) 2011 Financial liabilities at fair value through profit or loss Interest rate swaps (hedge) (25,535) --- (25,535) --- Forward exchange contracts (hedge) (1,338) --- (1,338) --- Forward exchange contracts (non-hedge) (3,384) --- (3,384) --- Assets measured at fair value 31 December Level 1 Level 2 Level 3 (In thousands of dollars) 2010 Financial assets at fair value through profit or loss Forward exchange contracts 4,387 --- 4,387 --- Debt instruments 4,070 --- 4,070 --- Available-for-sale financial assets Equity shares 33,282 31,629 --- 1,653 Liabilities measured at fair value 31 December Level 1 Level 2 Level 3 (In thousands of dollars) 2010 Financial liabilities at fair value through profit or loss Interest rate swaps (hedge) (28,117) --- (28,117) --- Forward exchange contracts (4,422) --- (4,422) --- The fair values of the long-term debt instruments, forward exchange contracts and interest rate swaps are estimated using quotes obtained from dealers in such financial instruments or latest quoted prices or indexes at Reuters or Bloomberg. Where market prices are not observed or quotes form dealers not obtained an indirect method is used by use of implied credit spread from debt instrument with similar risk characteristics. The fair value of the liability component of convertible notes is determined by obtaining quotes from dealers. In February 2011 SeaBird Exploration PLC issued a convertible loan of $42.9 million directed towards the Company. In December 2011 the instrument was partially repaid and partially restructured as a Senior Secured Bond (Coupon rate 6%) with a nominal value of $31.7 million. A loss of $7.5 million was recognized in the consolidated statement of operations in 2011 as the fair value of the new bond was lower than the nominal value. The carrying amount of the Bond at December 31, 2011 is equal to the fair value of $23.9 million. Financial risk management policies As a worldwide provider of seismic data the Company is exposed to market risks such as exchange rate risk and interest rate risk, credit risk and liquidity risk. The Company has established procedures and policies for determining appropriate risk levels for the main risks and monitoring these risk exposures. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. 31 PGS ANNUAL REPORT 2011 102 PGS Annual Report 2011

Notes to the consolidated financial statements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The management of the capital structure involves active monitoring and adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Company may refinance its debt, buy or issue new shares or debt instruments, sell assets or return capital to shareholders. The Company monitors debt on the basis of the leverage ratio and other covenants in credit agreements. This ratio is calculated as gross indebtedness divided by EBITDA less non pre-funded MultiClient library investments. At 31 December 2011 the gross indebtedness was $978.8 million and EBITDA less non pre-funded MultiClient library was $544.0 million. In addition the Company monitors a leverage ratio based on net debt. Net debt is calculated as total indebtedness (including “current and longterm debt” as shown in the consolidated statement of financial position) less cash and cash equivalents. The Company generally seeks to keep net debt below 1 or 2 times EBITDA dependent on where we are in the business cycle. It implies below 1 times EBITDA in strong market and below 2 times EBITDA in weak part of the cycle. The Company is of the opinion that the policy would generally satisfy the requirements for a BB –rating (Standard and Poor’s)/Ba2-rating (Moody’s). The gross leverage ratio at December 31, 2011 and 2010 was 1.80 and 1.92, respectively while the net leverage ratio was 1.02 and 0.99, respectively. The Company’s treasury function monitors and manages the financial risks related to the operations of the Company. The treasury function may seek to manage the effect of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivates is governed by the Company policies approved by the Board of Directors, which provide written principles on foreign exchange rate risk, interest rate risk, credit risk and the use of financial derivative and non-derivative instruments. The treasury function continuously monitors counterparties to mitigate funding, excess cash investment, cash in operation and derivative risks. Guidelines are set out in the Company policies to provide limits in respect of exposure to individual counterparties and monitoring procedures are in place to identify risk factors as they arise. The treasury function reports regularly to the Company management and any breach of limits set in the policy shall be reported to the Board of Directors. Interest rate exposure The Company is subject to interest rate risk on debt, including finance leases. The risk is managed by using a combination of fixed- and variable- rate debt, together with interest rate swaps, where appropriate, to fix or lower the borrowing costs. As of December 31, 2011, the Company has outstanding interest rate swaps in the aggregate notional amount of $500 million, of which $200 million are forward starting swaps, ($300 million as of December 31, 2010) relating to the Term Loan established in June 2007 (see Note 25). Under the interest rate swap agreements the Company receives floating interest rate payments and pays fixed interest rate payments. The weighted average fixed interest rates under the contracts are as follows: December 31, 2011 December 31, 2010 Notional Notional Matures in: amounts ($ thousands) Weighted average fixed interest rate amounts ($ thousands) Weighted average fixed interest rate 1 year 200,000 5.13% --- --- 1 – 2 years --- --- 200,000 5.05% 2 – 3 years 200,000 3.93% --- --- 3 – 4 years 100,000 2.64% 100,000 5.18% 4 – 5 years --- --- --- --- Total 500,000 4.15% 300,000 5.09% The aggregate negative fair value of these interest rate swap agreements at December 31, 2011 and 2010 was approximately $25.5 million and $28.1 million, respectively. The following table indicates the maturity analysis of the interest rate swaps as at reporting date: Total expected Discounted cash Cash flow matures in, (In thousands of dollars) Notional amount carrying amount flow (gross)

Notes to the consolidated financial statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

Fair value hierarchy<br />

As at 31 December <strong>2011</strong> and 2010, the Company held the following financial instruments carried at fair value on the statement<br />

of financial position:<br />

The Company is required to disclose the hierarchy of how fair value is determined for financial instruments recorded at fair value<br />

in the consolidated financial statements:<br />

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities<br />

Level 2: assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are<br />

observable either directly or indirectly<br />

Level 3: techniques for which all inputs which have a significant effect on the recorded fair value that are not<br />

based on observable market data.<br />

Assets measured at fair value<br />

31 December Level 1 Level 2 Level 3<br />

(In thousands of dollars)<br />

<strong>2011</strong><br />

Financial assets at fair value through profit or loss<br />

Forward exchange contracts (non-hedge) 170 --- 170 ---<br />

Debt instruments 507 --- 507 ---<br />

Available-for-sale financial assets<br />

Equity shares 7,779 6,205 --- 1,574<br />

Debt securities 23,290 --- 23,290 ---<br />

Liabilities measured at fair value<br />

31 December Level 1 Level 2 Level 3<br />

(In thousands of dollars)<br />

<strong>2011</strong><br />

Financial liabilities at fair value through profit or loss<br />

Interest rate swaps (hedge) (25,535) --- (25,535) ---<br />

Forward exchange contracts (hedge) (1,338) --- (1,338) ---<br />

Forward exchange contracts (non-hedge) (3,384) --- (3,384) ---<br />

Assets measured at fair value<br />

31 December Level 1 Level 2 Level 3<br />

(In thousands of dollars)<br />

2010<br />

Financial assets at fair value through profit or loss<br />

Forward exchange contracts 4,387 --- 4,387 ---<br />

Debt instruments 4,070 --- 4,070 ---<br />

Available-for-sale financial assets<br />

Equity shares 33,282 31,629 --- 1,653<br />

Liabilities measured at fair value<br />

31 December Level 1 Level 2 Level 3<br />

(In thousands of dollars)<br />

2010<br />

Financial liabilities at fair value through profit or loss<br />

Interest rate swaps (hedge) (28,117) --- (28,117) ---<br />

Forward exchange contracts (4,422) --- (4,422) ---<br />

The fair values of the long-term debt instruments, forward exchange contracts and interest rate swaps are estimated using<br />

quotes obtained from dealers in such financial instruments or latest quoted prices or indexes at Reuters or Bloomberg. Where<br />

market prices are not observed or quotes form dealers not obtained an indirect method is used by use of implied credit spread<br />

from debt instrument with similar risk characteristics. The fair value of the liability component of convertible notes is determined<br />

by obtaining quotes from dealers.<br />

In February <strong>2011</strong> SeaBird Exploration PLC issued a convertible loan of $42.9 million directed towards the Company. In<br />

December <strong>2011</strong> the instrument was partially repaid and partially restructured as a Senior Secured Bond (Coupon rate 6%) with<br />

a nominal value of $31.7 million. A loss of $7.5 million was recognized in the consolidated statement of operations in <strong>2011</strong> as<br />

the fair value of the new bond was lower than the nominal value. The carrying amount of the Bond at December 31, <strong>2011</strong> is<br />

equal to the fair value of $23.9 million.<br />

Financial risk management policies<br />

As a worldwide provider of seismic data the Company is exposed to market risks such as exchange rate risk and interest rate<br />

risk, credit risk and liquidity risk. The Company has established procedures and policies for determining appropriate risk levels<br />

for the main risks and monitoring these risk exposures.<br />

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in<br />

order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to<br />

reduce the cost of capital.<br />

31 <strong>PGS</strong> ANNUAL REPORT <strong>2011</strong><br />

102 <strong>PGS</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>

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