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Annual Report 2011 - PGS

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Board of Directors’ report<br />

the revolving credit facility from 2012 to 2015.<br />

The purpose of the extension is to secure a<br />

longer term liquidity reserve. Margin on the<br />

new revolving credit facility is 225 basis points,<br />

compared with 175 basis points on the previous<br />

facility. As of December 31, <strong>2011</strong>, $470.5 million<br />

remained outstanding on the Term Loan B,<br />

while the revolving credit facility was undrawn.<br />

We issued $400 million of convertible notes<br />

in December 2007. The coupon interest rate<br />

on the convertible bond is 2.7 percent and the<br />

conversion price is NOK 216.19 per <strong>PGS</strong> share.<br />

As of December 31, <strong>2011</strong> we had repurchased<br />

$209.4 million of the nominal value of the<br />

convertible notes, with $190.5 million of<br />

nominal value still outstanding.<br />

In November <strong>2011</strong>, we issued $300 million<br />

of Senior Notes due in 2018. The facility was<br />

priced with a coupon of 7.375 percent and<br />

issued at 98.638 percent of the principal<br />

amount. The net proceeds are expected to be<br />

used for general corporate purposes and to<br />

repurchase and repay the outstanding principal<br />

amount of the convertible notes on or prior to<br />

maturity in December 2012.<br />

By extending the maturity of the revolving<br />

credit facility and issuing $300 million of Senior<br />

Notes, the maturity of our debt was extended<br />

from 2.8 years at the beginning of <strong>2011</strong> to 3.9<br />

years as of year-end <strong>2011</strong>.<br />

Total interest-bearing debt, including capital<br />

leases, but excluding deferred loan costs,<br />

amounted to $954.5 million as of December<br />

31, <strong>2011</strong>, compared with $790.2 million as of<br />

December 31, 2010.<br />

Net interest-bearing debt (interest-bearing debt<br />

less cash and cash equivalents, restricted cash,<br />

and interest-bearing investments) was $394.2<br />

million as of December 31, <strong>2011</strong>, compared with<br />

$279.2 million as of December 31, 2010.<br />

<strong>PGS</strong>’ interest-bearing debt comprises the<br />

following primary components:<br />

As of December 31<br />

<strong>2011</strong> 2010<br />

(In USD million)<br />

Secured:<br />

Term loan B, due 2015 470.5 470.5<br />

USD 300 million Senior Notes,<br />

due 2018 300.0 ---<br />

Convertible notes:<br />

Convertible notes, due 2012 183.8 319.6<br />

Total 954.5 790.2<br />

Investments<br />

In <strong>2011</strong>, total MultiClient cash investments,<br />

excluding capitalized interest, amounted to<br />

$203.9 million, compared with $166.7 million in<br />

2010, an increase of $37.2 million. The increase<br />

is primarily due to a higher general cost<br />

inflation, especially higher fuel cost as a result<br />

of the higher oil price in <strong>2011</strong>. More MultiClient<br />

activity in high cost regions also contributed to<br />

increased MultiClient cash investments in <strong>2011</strong>,<br />

compared to 2010.<br />

Capital expenditures totaled $279.9 million in<br />

<strong>2011</strong>, compared with $223.5 million in 2010,<br />

an increase of $56.4 million or 25 percent. The<br />

increase is largely attributable to accelerated<br />

GeoStreamer investments, more vessel<br />

upgrades and yard expenses, and higher capital<br />

expenditures related to vessel new builds.<br />

Financial Market Risk<br />

<strong>PGS</strong> is exposed to certain market risks,<br />

including adverse changes in interest rates and<br />

foreign currency exchange rates, as discussed<br />

below.<br />

Interest Rate Risk<br />

We enter into financial instruments, such as<br />

interest rate swaps, to manage the impact of<br />

interest rate fluctuations.<br />

As of December 31, <strong>2011</strong>, our debt structure<br />

included $470.5 million in floating interest<br />

rate debt, with interest based on three month<br />

LIBOR rates, plus a margin. The fixed interest<br />

rate debt had a book value of $483.7 million.<br />

To reduce the adverse effects of any interest<br />

rate increases, the Company has a portfolio of<br />

interest rate swaps (IRS) with a total nominal<br />

value of $500.0 million, of which $200.0<br />

million is forward starting replacing maturing<br />

swaps. The fair value of the IRS portfolio was<br />

minus $25.5 million as of December 31, <strong>2011</strong>.<br />

The swaps are for periods of six months to<br />

3 ¼ years. Taking into account the effect of<br />

interest rate swaps, for every (hypothetical)<br />

one percentage point increase in LIBOR,<br />

the annual net interest expense of our debt,<br />

including finance leases, would decrease by<br />

approximately $1.0 million, given our cash<br />

holdings as of December 31, <strong>2011</strong>.<br />

Currency exchange risk<br />

We conduct business primarily in US dollars<br />

(USD), but also in various other currencies,<br />

including Brazilian real, Euro (EUR), Singapore<br />

dollar, Nigerian naira, British pound (GBP),<br />

and Norwegian kroner (NOK). We are subject<br />

to foreign currency exchange rate risk on cash<br />

flows related to sales, expenses, financing, and<br />

investment transactions in currencies other<br />

than the US dollar.<br />

We predominantly sell our products and<br />

services in US dollars, and to a small extent<br />

in other currencies. In addition to USD,<br />

a significant proportion of our operating<br />

expenses are incurred in GBP and NOK. Less<br />

substantial amounts are incurred in Singapore<br />

<strong>PGS</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 61

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