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A N N U A L R E P O R T 2 0 0 6


<strong>TTS</strong> GROUP<br />

Financial highlights 4<br />

Vision, business idea and strategy 6<br />

This is <strong>TTS</strong> 8<br />

Key events <strong>2006</strong> 10<br />

REPORT FROM THE CEO<br />

Growth – and further progress 11<br />

BUSINESS AREAS<br />

Dry Cargo Handling Division 14<br />

Marine Cranes Division 16<br />

Port and Material Handling Division 18<br />

Deck Machinery Division 20<br />

<strong>TTS</strong> expects growth in Vietnam<br />

Crane division prepared for<br />

22<br />

new chall<strong>eng</strong>es<br />

Continued strong market for<br />

24<br />

ships equipment until 2015? 26<br />

CORPORATE GOVERNANCE<br />

INFORMATION<br />

Shareholder information 28<br />

Corporate Governance 30<br />

Board of Directors <strong>TTS</strong> Marine <strong>ASA</strong> 32<br />

Senior management 34<br />

DIRECTOR’S REPORT AND<br />

ACCOUNTS<br />

Director’s report 36<br />

Profit and loss account and notes<br />

- <strong>Group</strong> 43<br />

- <strong>TTS</strong> Marine <strong>ASA</strong> 71<br />

Auditor’s report 87<br />

<strong>TTS</strong><br />

Companies in the <strong>TTS</strong>-group 88<br />

Organisation 90<br />

2


11 14 Dry<br />

President & CEO<br />

Cargo Handling Division<br />

16 18<br />

Marine Cranes Division<br />

Port and Material Handling Division<br />

20<br />

Deck Machinery Division


4-11 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-35 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Financial highlights <strong>2006</strong><br />

4<br />

IFRS IFRS IFRS NGAAP NGAAP<br />

<strong>2006</strong> 2005 2004 2003 2002<br />

PROFIT AND LOSS ACCOUNT (NOK 1.000)<br />

Operating income 1 604 030 1 149 831 786 174 621 505 744 169<br />

Operating profit/loss before depresiation (EBITDA) 98 613 67 199 42 122 13 705 31 662<br />

Operating profit/loss (EBIT) 89 697 59 635 36 056 -2 657 13 936<br />

Pre-tax profit/loss 84 492 56 297 31 251 -1 225 9 509<br />

Net profit/loss 60 481 40 239 21 630 655 11 336<br />

BALANCE SHEET (NOK 1.000)<br />

Fixed assets 460 996 429 629 335 374 268 849 263 264<br />

Current assets 1 172 135 753 157 465 029 454 738 418 701<br />

Total assets 1 633 130 1 182 786 800 402 723 587 681 965<br />

Equity 598 062 394 932 260 909 223 669 213 053<br />

Long-term liabilities 196 635 77 279 76 294 41 695 65 190<br />

Current liabilities 838 434 710 574 463 199 458 222 403 723<br />

Total equity and liabilities 1 633 130 1 182 786 800 402 723 587 681 965<br />

KEY RATIOS<br />

FINANCIAL STRENGTH<br />

Equity to assets ratio (as a percentage of total capital) 36.6 % 33.4 % 32.6 % 30.9 % 31.2 %<br />

PROFITABILITY<br />

EBITDA margin 6.1 % 5.8 % 5.4 % 2.2 % 4.3 %<br />

EBIT margin 5.6 % 5.2 % 4.6 % -0.4 % 1.9 %<br />

Profit margin (pre-tax) 5.3 % 4.9 % 4.0 % -0.2 % 1.3 %<br />

Profit margin (after tax) 3.8 % 3.5 % 2.8 % 0.1 % 1.5 %<br />

RATE OF RETURN<br />

Return on equity 14.1 % 14.3 % 12.0 % -0.5 % 4.5 %<br />

Return on total capital 5.5 % 5.0 % 4.5 % -0.4 % 2.0 %<br />

SHARES<br />

Equity per share 26.59 21.39 17.36 15.07 15.64<br />

Earnings per share (NOK) 2.92 2.19 1.44 0.04 0.83<br />

Number of shares, end of year 22 493 20 116 16 315 14 845 14 845<br />

Average number of shares 20 832 18 460 15 029 14 845 13 625<br />

Nominal value, end of year 0.50 0.50 0.50 0.50 0.50<br />

DEFINITIONS<br />

Earnings per share: Profit after taxes divided on total number of shares at the end of the fiscal year.<br />

Profitability, equity: Profit before tax as a percentage of equity.<br />

Profitability, total capital: Operating profit as a percentage of total capital.


TURNOVER<br />

NOK million<br />

744<br />

622<br />

2002 2003 2004 2005 <strong>2006</strong><br />

EBITDA<br />

NOK million<br />

32<br />

14<br />

786<br />

42<br />

1150<br />

1604<br />

2002 2003 2004 2005 <strong>2006</strong><br />

ORDER BACKLOG<br />

NOK million<br />

418<br />

502<br />

922<br />

67<br />

1653<br />

99<br />

2019<br />

2002 2003 2004 2005 <strong>2006</strong><br />

TURNOVER <strong>2006</strong><br />

DM<br />

16 %<br />

PMH<br />

11 %<br />

MC<br />

28 %<br />

DCH<br />

45 %<br />

ORDER BACKLOG <strong>2006</strong><br />

DM<br />

23 %<br />

PMH<br />

7 %<br />

MC<br />

30 %<br />

DCH<br />

40 %<br />

TURNOVER 2005<br />

PMH<br />

DM 12 %<br />

4 %<br />

MC<br />

27 %<br />

DCH<br />

57 %<br />

ORDER BACKLOG 2005<br />

DM<br />

22 %<br />

MC<br />

24 %<br />

PMH<br />

4 %<br />

DCH<br />

50 %<br />

DRY CARGO HANDLING<br />

MNOK <strong>2006</strong> 2005<br />

Turnover 728.2 649.2<br />

EBITDA 80.3 61.3<br />

Order backlog 809.0 825.0<br />

MARINE CRANES<br />

MNOK <strong>2006</strong> 2005<br />

Turnover 439.6 309.0<br />

EBITDA 13.5 0.2<br />

Order backlog 600.0 390.0<br />

DECK MACHINERY*<br />

MNOK <strong>2006</strong> 2005<br />

Turnover 257.4 50.4<br />

EBITDA -4.6 2.5<br />

Order backlog 462.0 366.0<br />

*) With effect from 1 October 2005 <strong>TTS</strong> aquired Kocks GmbH<br />

with one subsidiary and one Joint Venture company.<br />

PORT AND MATERIAL HANDLING<br />

MNOK <strong>2006</strong> 2005<br />

Turnover 178.8 140.7<br />

EBITDA 12.6 7.0<br />

Order backlog 148.0 72.0<br />

5


6<br />

<strong>TTS</strong> – continuously<br />

generating profits<br />

by being the preferred<br />

global supplier for<br />

handling equipment<br />

to the maritime industry.


BUSINESS IDEA<br />

<strong>TTS</strong> is a global company that develops, markets, and supplies complete<br />

handling systems for the maritime industry that meets the markets<br />

requirements and expectations, in a way that the clients are able to<br />

increase their own productivity and profitability. <strong>TTS</strong>’ resources are<br />

focused on design and <strong>eng</strong>ineering in addition to assembly and testing.<br />

Other activities that belong under a turnkey delivery will in principle<br />

be purchased from subcontractors. After sales and service is a business<br />

area of priority.<br />

STRATEGY<br />

<strong>TTS</strong>’ strategy is to build trust amongst its customers whilst also being<br />

price and cost competitive. Trust is built through quality and expertise<br />

to end users, and flexibility and efficiency in deliveries to the shipyards.<br />

Appropriate and professional handling of guarantee matters is essential<br />

in the effort to become preferred supplier. <strong>TTS</strong> has a programme of<br />

specific measures to implement this strategy.<br />

”FIRST AND LAST CALL”<br />

Another way of expressing our vision is that <strong>TTS</strong> wants to be the supplier<br />

which receives “The first and the last call”. This means that <strong>TTS</strong> Marine<br />

<strong>ASA</strong> aims to be the company that the customer calls first when they<br />

are considering new solutions and new projects. <strong>TTS</strong> shall possess the<br />

expertise and capacity to advise customers during this phase. “The last<br />

call” we want from the shipyards at the end of their decision process,<br />

to get the chance to meet the lowest price. This means that <strong>TTS</strong> must<br />

have a globally competitive cost structure in order to compete with<br />

the lowest bidder.<br />

7


4-11 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-35 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

This is <strong>TTS</strong><br />

<strong>TTS</strong> is an international group which<br />

develops and supplies maritime<br />

handling equipment. The operations<br />

are divided into the divisions<br />

Marine Cranes, Dry Cargo Handling,<br />

Port and Material Handling, and<br />

Deck Machinery. <strong>TTS</strong> is the second<br />

largest supplier in the world within<br />

its market segments. <strong>TTS</strong> has a<br />

workforce of 650 employees with<br />

main emphasis on <strong>eng</strong>ineering<br />

expertise. The group has subsidiaries<br />

in Norway, Sweden, Finland,<br />

Germany, China, USA, Italy, Czech<br />

Republic, Korea and in Vietnam.<br />

<strong>TTS</strong> Marine <strong>ASA</strong> is headquartered<br />

in Bergen, Norway and listed on<br />

the Oslo Stock Exchange.<br />

8<br />

1966 <strong>TTS</strong> is established.<br />

1995 <strong>TTS</strong> is listed on Oslo Stock Exchange.<br />

1996 <strong>TTS</strong> acquires Mongstad Engineering AS,<br />

Bergen, Norway.<br />

1997 <strong>TTS</strong> acquires Norlift AS Bergen, Norway.<br />

2000 <strong>TTS</strong> acquires Aktro AS, Molde, Norway.<br />

2001 <strong>TTS</strong> establishes joint venture in Shanghai, China.<br />

2001 <strong>TTS</strong> sells <strong>TTS</strong> Construction AS.<br />

2001 <strong>TTS</strong> acquires Hamworthy KSE AB, Dry Cargo.<br />

2001 <strong>TTS</strong> acquires Hydralift Marine and sells <strong>TTS</strong> Aktro.<br />

2002 <strong>TTS</strong> establishes office in Pusan, Korea.<br />

2004 <strong>TTS</strong> acquires 100 % of joint venture in Shanghai, China.<br />

2004 <strong>TTS</strong> acquires LMG Cranes in Lübeck, Germany.<br />

2004 <strong>TTS</strong> acquires Liftec Oy in Tampere, Finland.<br />

2005 <strong>TTS</strong> establishes <strong>TTS</strong> Bohai Machinery in Dalian, China.<br />

2005 <strong>TTS</strong> etablishes <strong>TTS</strong> Inc. in Miami, USA.<br />

2005 <strong>TTS</strong> acquires NavCiv Engineering AB, Sweden.<br />

2005 <strong>TTS</strong> acquires Kocks GmbH in Bremen, Germany.<br />

<strong>2006</strong> <strong>TTS</strong> establishes <strong>TTS</strong> Marine s.r.l., Genoa, Italy.<br />

<strong>2006</strong> <strong>TTS</strong> establishes <strong>TTS</strong> Vietnam, Haiphong, Vietnam.<br />

2007 <strong>TTS</strong> acquires <strong>TTS</strong> Offshore Handling Equipment AS,<br />

Ålesund, Norway.<br />

MILL NOK<br />

2000<br />

1800<br />

1600<br />

1400<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

0<br />

90 91 92 93 94 95 96 97 98 99 00 01 02 03 04<br />

05 06<br />

Port and Material Handling Equipment Marine Equipment


Dry Cargo Handling<br />

RoRo equipment<br />

Hatch covers<br />

Side-loading systems<br />

Cruise and yacht equipment<br />

Companies in the <strong>TTS</strong> <strong>Group</strong><br />

Sales and service network<br />

Port and Material Handling<br />

Shipyard equipment<br />

Heavy load handling<br />

Port and terminal equipment<br />

<strong>TTS</strong> Marine <strong>ASA</strong><br />

Marine Cranes<br />

Hose handling cranes<br />

Cargo cranes<br />

Davits<br />

Offshore cranes<br />

Offshore handling equipment<br />

Deck Machinery<br />

Anchor- and mooring<br />

winches<br />

9


Key events <strong>2006</strong><br />

<strong>TTS</strong> once again reported record high turnover<br />

and results in <strong>2006</strong>, with a turnover of NOK 1 604<br />

million and earnings before depreciation (EBITDA)<br />

of NOK 98.8 million.<br />

At the end of the year, <strong>TTS</strong> had an order backlog<br />

of NOK 2 019 million, the highest level ever<br />

recorded in the history of the company. The rate<br />

of contracts remains excellent within all areas<br />

of operation.<br />

In <strong>2006</strong>, <strong>TTS</strong> achieved an improvement in results<br />

following the past years restructuring of crane<br />

activities. Next in line is an intense targeting<br />

of the market for cranes to offshore vessels.<br />

In <strong>2006</strong>, <strong>TTS</strong> experienced a record high demand<br />

for equipment for RoRo vessels, particularly for<br />

car carriers. In total, <strong>TTS</strong> entered into agreements<br />

for delivery of equipment for 14 car carriers.<br />

In <strong>2006</strong>, <strong>TTS</strong> established itself in Genoa in Italy,<br />

where it focuses on delivery of equipment to<br />

mega yachts; a market in rapid growth both in<br />

Germany and Italy.<br />

10<br />

In <strong>2006</strong>, <strong>TTS</strong> opened a sales and representative<br />

office in Haiphong in Vietnam. Several substantial<br />

contracts have been entered into for delivery of<br />

equipment to the government-owned shipbuilding<br />

group Vinashin.<br />

<strong>TTS</strong> entered into an agreement in <strong>2006</strong> to include<br />

deck machinery as part of the product portfolio<br />

of <strong>TTS</strong> Bohai Machinery in China. Plans are being<br />

made for a new operation in Dalian, to handle<br />

assembly and testing of these products.<br />

In <strong>2006</strong>, <strong>TTS</strong> experienced a breakthrough in the<br />

market for container terminals. The company<br />

will focus on further product development in<br />

this segment.<br />

<strong>TTS</strong>’ share price increased by 133 percent in <strong>2006</strong>,<br />

and the Board proposes a payment of dividend of<br />

NOK 1 per share.


4-11 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-35 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Growth - and further progress<br />

PRESIDENT & CEO<br />

THE PAST THREE YEARS have been a tremendous<br />

success for <strong>TTS</strong>. Last year, <strong>TTS</strong> reported<br />

a turnover of almost NOK 1 billion more than<br />

in 2003, and operating profit before depreciation was<br />

NOK 85 million greater than three years before. In the<br />

period from 2003 till the end of <strong>2006</strong>, the company’s<br />

share price went up from NOK 9.71 to NOK 72.75.<br />

The primary cause of this positive development is<br />

that the market for our products has continued to grow<br />

steadily over the period of these years. Globalisation<br />

has lead to an increased trading between countries<br />

and continents, and with that comes the need for<br />

more transport. Shipbuilders across the globe are<br />

enjoying prosperous times, resulting in a demand for<br />

all types of ships equipment, and <strong>TTS</strong>’ order book<br />

has become four times as thick as it was at the end<br />

of 2003.<br />

The <strong>TTS</strong> <strong>Group</strong> is in a favourable position. At the<br />

same time it is important to emphasise that nothing<br />

comes without effort. In 1999, the Board of <strong>TTS</strong><br />

proposed a growth strategy based on expansion<br />

within existing business segments and acquisition of<br />

companies in associated areas. This has required<br />

an enormous amount of hard work throughout the<br />

entire organisation. During this process, we have had<br />

to carry out difficult readjustments. The company<br />

would therefore like to take the opportunity to thank<br />

each and every one of its employees for their loyalty<br />

and effort in helping us achieve our ambitious goals.<br />

Together, we have built up <strong>TTS</strong> to become a strong<br />

and visible brand within our market segments; visible<br />

in the sense that in most cases where the market<br />

requires systems and products within our product<br />

portfolio, we will be on the maker’s list. We would<br />

therefore also like to thank our customers across<br />

the globe for showing confidence and trust in our<br />

company. Last, but not least, we would like to thank<br />

our owners, who have great belief in the company<br />

and who have given us the opportunity to develop<br />

operations and intensively target new areas. As a<br />

result of <strong>TTS</strong>’ economy having become this robust, the<br />

board has recommended dividend to be paid to <strong>TTS</strong>’<br />

shareholders for the first time in the history of the<br />

company.<br />

We feel quite certain that the good development<br />

will continue. We have orders and capacity to increase<br />

our total turnover this year by 20-25 percent, while<br />

our order books are already filling up for 2008 and<br />

beyond. Activities within all our established areas of<br />

operation will remain at a relatively high level, which<br />

is further confirmed by an extremely satisfying rate of<br />

order intake so far in 2007. The forecast for contracting<br />

of new vessels indicates a positive market as far ahead<br />

as 2015, and as a result of the strong increase in new<br />

sales, the requirements for after-sales and service will<br />

be considerable for years to come.<br />

<strong>TTS</strong> is today an global corporation developing and<br />

delivering maritime equipment. Our four divisions;<br />

Dry Cargo Handling, Marine Cranes, Port and Material<br />

Handling and Deck Machinery, each have their own<br />

11


Our aim is to establish <strong>TTS</strong> in<br />

the market for handling equipment<br />

for fixed and floating offshore<br />

installations.<br />

JOHANNES D. NETELAND, PRESIDENT & CEO<br />

12


4-11 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-35 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

product portfolio, but over the past few years, we have<br />

primarily focused on two areas of interest; namely<br />

equipment for marine cargo handling on board ships<br />

and onshore cargo handling, mainly for port terminals<br />

and for shipbuilding. In the ships equipment market,<br />

<strong>TTS</strong> has built up a solid marked position over a number<br />

of years. With regard to port terminal equipment,<br />

we are still at an early stage, however, last year’s<br />

breakthrough in the market for container terminal<br />

systems indicate that our products and expertise are<br />

sought after in this area too.<br />

We are currently taking steps to adding a third<br />

pillar which will become important to <strong>TTS</strong> in the future.<br />

Before 2001 <strong>TTS</strong> was a participant in the offshore<br />

cranes market. In connection with a very important<br />

acquisition which was a crucial move in obtaining the<br />

leading position that we currently hold within the<br />

market for delivery of equipment to RoRo ships, we<br />

agreed to a five-year quarantine period from the<br />

offshore market for <strong>TTS</strong>. Now we are back, and aim<br />

to build up a position, step by step, to supply cranes<br />

and other lifting equipment to the offshoremarket.<br />

We think we have the necessary knowledge and<br />

capacity to develop this activity within our Norwegian<br />

organization, providing we succeed in completing<br />

the process of transferring expertise and other<br />

responsi bilities in the crane sector to our operations<br />

in China. We must make use of available <strong>eng</strong>ineering<br />

resources to our best advantage.<br />

<strong>TTS</strong> acquired ICD Projects AS in 2007, a company<br />

that is providing access to technology crucial to our<br />

targeting of the offshore market. Hence, <strong>TTS</strong> is once<br />

again able to provide all types of cranes for installation<br />

on offshore vessels. Furthermore, we are introducing<br />

equipment for subsea handling operations at great<br />

ocean depths, thereby making offshore handling<br />

equipment a new business segment. Our aim is to<br />

establish <strong>TTS</strong> in the market for handling equipment<br />

for fixed and floating offshore installations, as the<br />

potential of this market is enormous.<br />

We look upon the shareholders’ expectations and<br />

the financial market’s scrutiny as positive and construc-<br />

tive. Assessment of the company’s ability to create<br />

value is closely related to our ability to str<strong>eng</strong>then<br />

operations in established areas, and to develop new<br />

activities in sectors where we have special qualifications.<br />

We will continue to grow, and it is a great pleasure to<br />

note that our offshore products already have received<br />

such positive feedback. We have the str<strong>eng</strong>th, maturity<br />

and not least the courage that takes us to the next<br />

step, so stay with us!<br />

Johannes D. Neteland<br />

PRESIDENT & CEO<br />

13


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Dry Cargo Handling Division<br />

The very positive development in turnover and results for the Dry Cargo Handling Division<br />

continued in <strong>2006</strong>. The market outlook remains extraordinary.<br />

D<br />

RY CARGO HANDLING DIVISION is the largest and<br />

most profitable division of <strong>TTS</strong>. In <strong>2006</strong>, the company<br />

confirmed its position as a leading supplier of marine cargo access<br />

systems, largely as a result of great success in the new shipbuilding<br />

markets in Asia. Deliveries include RoRo equipment, hatch<br />

covers, side-loading systems and special equipment for cruise ships,<br />

pass<strong>eng</strong>er ships and mega yachts.<br />

The division is managed from Gothenburg in Sweden and has<br />

operations in China, Germany, Norway, Italy, USA and Vietnam.<br />

In May <strong>2006</strong>, <strong>TTS</strong> established itself in Genoa in Italy, with a focus<br />

on deliveries of equipment to mega yachts, a market in strong<br />

growth, both in Italy and in Germany. In November of <strong>2006</strong>, <strong>TTS</strong><br />

opened a sales and representative office in Haiphong, Vietnam,<br />

and the company has already entered into several major contracts<br />

regarding delivery of ships equipment to the state-owned shipbuilding<br />

group Vinashin. The division also participates in the<br />

expanding Chinese market with 50 percent ownership in a joint<br />

venture company in Shanghai, China. The development in turnover<br />

and results for <strong>2006</strong> for this company was excellent. In addition<br />

to the production and sales units, <strong>TTS</strong> has a global network of<br />

sales agents and service stations.<br />

In <strong>2006</strong>, Stellan Bernsro took over as Divisional Director of<br />

the Dry Cargo Handling Division, while maintaining his position<br />

as Managing Director of <strong>TTS</strong> Ships Equipment AB. Bernsro has<br />

experience as a naval officer and holds a degree in industrial<br />

<strong>eng</strong>ineering and management. He has many years of experience<br />

related to <strong>eng</strong>ineering and sale of the division’s products and systems.<br />

– <strong>TTS</strong> is a preferred business partner due to the company’s<br />

high level of expertise and ability to deliver. We have also demonstrated<br />

an innovative ability in line with the development of new<br />

technology and in the face of changing market requirements. The<br />

Dry Cargo Handling Division is increasingly being asked to provide<br />

complete equipment and system deliveries to shipyards. In order<br />

to increase volume, our principal chall<strong>eng</strong>e over the next few<br />

years is to find business partners with the size and capacity to<br />

deliver equipment previously attended to by the shipyards themselves,<br />

says Bernsro<br />

Operations<br />

The Dry Cargo Handling Division focuses mainly on design and<br />

<strong>eng</strong>ineering, while all manufacturing of equipment is outsourced<br />

to subcontractors. Our products includes bow and stern equipment,<br />

internal doors and ramps, car decks, hatch covers, side<br />

loading systems and equipment for the offshore industry.<br />

In the past few years, the division has had an increasing share<br />

14<br />

of deliveries of equipment to car carriers, so-called Pure Car<br />

Truck Carrier (PCTC). These are purpose built vessels, designed<br />

for the transportation of large number of cars within, as well as<br />

between, continents. <strong>TTS</strong> is the leading company in this niche of<br />

the RoRo market. Corresponding equipment is supplied for other<br />

types of RoRo and RoPax ships.<br />

The Dry Cargo Handling Division also has substantial deliveries<br />

of hatch covers to container vessels, general cargo carriers and bulk<br />

carriers, as well as equipment for cruise ships. Another speciality<br />

is side-loading systems for various ship types, as well as solutions<br />

for baggage and waste management on cruise ships. Furthermore,<br />

<strong>TTS</strong> has established a solid position in the market for special<br />

equipment to offshore vessels.<br />

The joint venture company, <strong>TTS</strong> Hua Hai Ships Equipment Co.<br />

Ltd. in Shanghai in China, designs and manufactures hatch covers<br />

and some RoRo equipment for Chinese shipyards.<br />

Market outlook<br />

At the start of 2007, the Dry Cargo Handling Division had a total<br />

order backlog of NOK 1 316 million, including the order backlog<br />

of the joint venture company <strong>TTS</strong> Hua Hai Ships Equipment. This<br />

is an increase of NOK 71 million compared to the previous year.<br />

The division takes part in bids for all major contracts for RoRo<br />

equipment, hatch covers and other special equipment related to<br />

cargo handling in the world’s leading shipyards. In <strong>2006</strong>, <strong>TTS</strong> once<br />

more entered into agreements regarding deliveries to shipyards<br />

in Japan, a market which traditionally has been difficult to enter.<br />

Other new and important markets are India and Vietnam.<br />

The market for RoRo equipment is, to a large extent driven<br />

by the increase in the manufacturing of private cars and other<br />

activities relying on RoRo vessels for transport. The demand for<br />

RoRo vessels, in particular car carriers, is continously high. The<br />

same applies to cruise ships and mega yachts.<br />

Overall, the demand for cargo access equipment, which constitutes<br />

part of the Dry Cargo Handling Division’s product portfolio,<br />

is expected to remain high in 2007. Prospects for the coming<br />

years are extremely promising.<br />

Strategy<br />

The Dry Cargo Handling Division will continue to focus on developing<br />

the markets in Europe, Asia and USA. The division will<br />

focus on developing new products and solutions to provide more<br />

efficient cargo handling. In this context, <strong>TTS</strong> will put emphasis on<br />

the development of equipment using technologies that maintain<br />

environmental considerations in a satisfactory manner.


- <strong>TTS</strong> is a preferred business partner<br />

due to the company’s high level<br />

of expertise and ability to deliver.<br />

STELLAN BERNSRO, DIRECTOR, DRY CARGO HANDLING DIVISION<br />

15


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Marine Cranes Division<br />

In <strong>2006</strong>, the Marine Cranes Division showed considerable progress with regard to both turnover and<br />

results. The growth in the market for marine cranes continues in 2007, and the division has made<br />

a very promising comeback into the offshore market.<br />

T<br />

TS DEVELOPS and delivers marine cranes, and is the world’s<br />

leading supplier of hose handling cranes. <strong>TTS</strong> is a major supplier<br />

of provision cranes, as well as cargo cranes, and resumed marketing<br />

of cranes to the offshore market in 2007. The Marine Cranes Division<br />

is managed from Bergen in Norway, with operations in Norway<br />

(Bergen and Kristiansand), Germany and China. Furthermore, the<br />

division has a sales and service office in Korea. In China, <strong>TTS</strong> is<br />

part of a joint venture, with an ownership interest of 50 percent.<br />

Ivar K. Hanson was appointed Divisional Director in 2004. He<br />

holds a Master of Science degree in business as well as a diploma<br />

in mechanical <strong>eng</strong>ineering, and has worked for <strong>TTS</strong> for a total of<br />

twelve years.<br />

During 2004 and 2005, the Marine Cranes Division carried out<br />

an extensive organisational restructuring of the two branch offices<br />

in Norway. During the same period, the crane division of LMG in<br />

Germany was incorporated into the division, and build-up of the<br />

operations in China was prepared. In <strong>2006</strong>, we saw results from<br />

our efforts, by way of a strong growth in turnover and a distinct<br />

improvement in profitability, says Ivar K. Hanson. He further states<br />

that the division has carried out a recent restructuring of resources<br />

related to the split between the crane activities and service and<br />

after-sales activities, and that it has achieved excellent results in<br />

this area. Hanson points out that the division, despite its progress,<br />

has had problems completing certain projects, owing to delays<br />

in the delivery of steel from its business partners. – We also face<br />

a considerable chall<strong>eng</strong>e, in Norway as well as in Germany, in<br />

recruiting new employees with sufficient expertise.<br />

Operations<br />

The Marine Cranes Division’s product portfolio consists for the<br />

most part of deck cranes, ranging from small service cranes to<br />

large cargo cranes, as well as davits. As of 2007, <strong>TTS</strong> also delivers<br />

purpose-built cranes to offshore vessels.<br />

The division is organised with product development and sales<br />

of cylinder cranes taking place primarily out of Bergen, while product<br />

development and sales of wire cranes take place in Lübeck,<br />

Germany. After-sales, service and industrial products are handled<br />

by the office in Kristiansand. In 2007, <strong>TTS</strong> took over ICD Projects<br />

AS in Ålesund in Norway, a company that develops control systems<br />

and software for lifting equipment to offshore vessels subsea<br />

handling operations at great ocean depths.<br />

The 100 percent owned company in Shanghai carries out<br />

<strong>eng</strong>ineering, project management, assembly and follow-up of<br />

deliveries to ship-owners and shipyards in Asian markets outside<br />

of China. Here, we have achieved a successful build-up of<br />

16<br />

expertise in <strong>eng</strong>ineering, as well as within management and implementation<br />

of projects. A joint purchasing office for the entire <strong>TTS</strong><br />

<strong>Group</strong> is under establishment in Shanghai.<br />

Targeting of the offshore market by the Norwegian branch offices<br />

entails that delivery of standard marine cranes, to an increasing<br />

degree, will be handled by the subsidiary company as well as the<br />

joint venture company in China.<br />

<strong>TTS</strong>’ production of steel and equipment for cranes is based on<br />

subcontractors in low-cost countries. Deliveries in Europe are<br />

assembled and tested in Bergen and Lübeck. Deliveries in China<br />

are assembled and tested by our joint venture company, <strong>TTS</strong> Bohai<br />

Machinery Co. Ltd., and deliveries to the Korean market are<br />

handled by our Korean partners.<br />

Market outlook<br />

At the start of 2007, the Marine Cranes Division’s order backlog<br />

had reached NOK 600 million, including the order backlog of the<br />

joint venture company <strong>TTS</strong> Bohai Machinery. This is an increase of<br />

NOK 210 million, or 54 percent, compared to the previous year.<br />

The cranes market is driven by the activity level of new buildings<br />

and ship upgrading. In the Asian markets, the level of activity has<br />

been on the increase for several years, and is expected to remain high.<br />

The activity level in European shipyards is also rapidly increasing.<br />

The contracting of new tankers has shown a positive development.<br />

In the market for medium-sized and large hose handling cranes, in<br />

which <strong>TTS</strong> holds a dominant position, the order intake in <strong>2006</strong> was<br />

excellent. Efforts to str<strong>eng</strong>then the company’s position in market<br />

segments such as cargo cranes, container cranes and davits, have<br />

also yielded results. Furthermore, the Marine Cranes Division<br />

strives to develop products and solutions for the offshore market.<br />

The overall optimistic market trend has continued in 2007,<br />

and <strong>TTS</strong> has received very positive feedback on their products for<br />

the offshore market.<br />

Strategy<br />

<strong>TTS</strong> will further str<strong>eng</strong>then its efforts in the global markets for<br />

cranes for ships and offshore vessels. Operations in China will be<br />

further developed, among other factors to provide <strong>eng</strong>ineering<br />

capacity in Norway for activities in the offshore market. Special<br />

efforts will be made to maintain a solid position in the cranes<br />

market in Korea. Through the newly acquired company in Ålesund<br />

in Norway, the Marine Cranes Division will focus on development<br />

and delivery of other advanced lifting equipment for offshore<br />

vessels. Finally, the division will further extend its efforts in the<br />

after-sales market.


- <strong>TTS</strong> will further str<strong>eng</strong>then its efforts<br />

in the global markets for cranes for ships and<br />

offshore vessels and for handling equipment<br />

to offshore- and subsea markets.<br />

IVAR K. HANSON, DIRECTOR, MARINE CRANES DIVISION<br />

17


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Port and Material Handling Division<br />

<strong>TTS</strong>’ Port and Handling Division supplies shipyard systems and systems for handling containers in ports.<br />

In <strong>2006</strong>, the division experienced a breakthrough in the market for container terminal systems, and<br />

showed excellent progress in its other areas of operation.<br />

I<br />

N 2005, <strong>TTS</strong> CONSOLIDATED its activities relating to shipyard<br />

systems and systems for handling containers in ports to form<br />

the Port and Material Handling Division. This business segment<br />

is in vigorous growth, and is less sensitive to market fluctuations<br />

than other parts of <strong>TTS</strong>’ operations. The Port and Material<br />

Handling Division is managed from Gothenburg in Sweden, and<br />

has operations in Finland and Norway.<br />

Göran Johansson is Divisional Director. He was formerly<br />

Director of the Dry Cargo Handling Division as well as Managing<br />

Director of <strong>TTS</strong> Ships Equipment AB. Johansson is a naval architect<br />

and <strong>eng</strong>ineer, and was head of Hamworthy KSE AB, Dry Cargo<br />

Handling Division, from 1995 up until its incorporation into the<br />

<strong>TTS</strong> <strong>Group</strong>.<br />

– <strong>TTS</strong> has extensive experience as supplier of production lines<br />

to shipyards and various systems for material handling related to<br />

industrial production. Activities within this area saw a dramatic<br />

upswing in <strong>2006</strong>. In the market for material handling in ports, we<br />

landed our first contract for our cassette system for containers<br />

last year, and the system is put into operation in an American port<br />

this year. With the growth expected in cargo volume in container<br />

terminals in Europe, USA and Asia, we are confident that more<br />

companies will choose our solutions and products. The advantage<br />

of these solutions and products, is that they provide increased<br />

utilisation of capacity in available areas in place of costly development<br />

of new port facilities, says Göran Johansson.<br />

Operations<br />

The product portfolio for cargo handling in ports include linkspan,<br />

which act as a bridge between port and ship, automatic mooring<br />

devices and systems for the handling of containers and loading<br />

cassettes with advanced hydraulics and electric control components.<br />

The cassettes have been developed to handle special transport<br />

requirements for industries such as the steel and paper industry.<br />

As regards systems for cassette handling in container terminals,<br />

<strong>TTS</strong> has recently taken on staff with top competence in this area,<br />

to attend to further product development.<br />

Furthermore, the division supplies heavy load handling systems<br />

and various solutions for material handling focusing on efficient<br />

handling and good logistics. Deliveries are primarily aimed at the<br />

18<br />

shipbuilding industry and heavy industry. Systems for material<br />

handing related to industrial production mainly pertain to steelworks<br />

and aluminium works, while systems for heavy loads are primarily<br />

aimed at the shipbuilding industry.<br />

Market outlook<br />

At the end of <strong>2006</strong>, the Port and Material Handling Division had<br />

an order backlog of NOK 148 million, compared to NOK 72<br />

million the year before. Moreover, the division has so far in 2007<br />

been awarded several major contracts.<br />

Accordingly, the market outlook for the division’s products is<br />

excellent.<br />

Competition in the market for linkspan solutions to RoRo<br />

ports is generally strong, but the market potential for <strong>TTS</strong> is<br />

nonetheless considered to be substantial. Prospects for deliveries<br />

of the division’s systems for fully automated container handling<br />

and mooring solutions are promising, with several projects in the<br />

pipeline.<br />

With regard to the systems for heavy lift and material handling,<br />

the market outlook for both 2007 and coming years is considered<br />

to be very good.<br />

Strategy<br />

In 2007, the Port and Material Handling Division will focus on<br />

further developing cooperation between the units in Norway,<br />

Sweden and Finland with regard to both product development as<br />

well as marketing efforts.<br />

The division will focus on the marketing of linkspan to RoRo<br />

ports, in particular in the Baltic countries. With regard to the<br />

system for cassette handling, <strong>TTS</strong> will, in addition to the continued<br />

development of the ports market, further attempt to build up new<br />

markets for this solution, primarily within the heavy industry. In<br />

the marketing of systems for material handling in shipyards, efforts<br />

will mainly be concentrated on China and India.


– We landed our first contract for our<br />

cassette system for containers last year.<br />

GÖRAN JOHANSSON, DIRECTOR, PORT AND MATERIAL HANDLING DIVISION<br />

19


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Deck Machinery Division<br />

In the Deck Machinery Division, the first half of the calendar year as part of the <strong>TTS</strong> <strong>Group</strong> was spent<br />

undergoing internal restructuring, as well as successfully approaching new markets.<br />

D<br />

URING AUTUMN 2005,following the acquisition of<br />

Kocks GmbH, <strong>TTS</strong> established the Deck Machinery Division.<br />

On the basis of the expertise represented by Kocks, it is <strong>TTS</strong>’<br />

strategy to integrate Deck Machinery in the group’s range of<br />

products, and to market these globally. Upon acquisition of Kocks<br />

GmbH, the company had an unprofitable order backlog, and<br />

results for <strong>2006</strong> were negative. The target for this year is for<br />

operations to yield positive results.<br />

The Deck Machinery Division is managed from Bremen in<br />

Germany, and also has activities in the Czech Republic. In South<br />

Korea, <strong>TTS</strong> has held a 50 percent ownership interest in a joint<br />

venture company producing and delivering to the Korean and<br />

Japanese market, as well as providing after sales and service to<br />

mentioned markets. In March 2007, <strong>TTS</strong> attained sole ownership<br />

of the Korean company.<br />

Edgar Bethmann as Divisional Director and Managing Director<br />

of <strong>TTS</strong> Kocks GmbH holds an <strong>eng</strong>ineering degree in machine<br />

construction, and was Managing Director of <strong>TTS</strong> Ships Equipment<br />

GmbH prior to being appointed head of the Deck Machinery<br />

Division.<br />

Activities<br />

The Deck Machinery Division delivers deck machinery to the<br />

maritime industry; primarily various types of winches for tank<br />

ships, container ships and other freighters. <strong>TTS</strong> holds a particularly<br />

good position in the market supplying winches to LNG-ships.<br />

The division has had a great number of deliveries to the Korean<br />

shipbuilding market, and in <strong>2006</strong> it succeeded in procuring contracts<br />

in China, Taiwan, Vietnam and the USA, as well as increasing<br />

the number of deliveries to shipyards in Japan. Furthermore, with<br />

the Chinese market in mind, the division has developed a new<br />

series of smaller electrical winches in addition to a special purpose<br />

winch for container ships.<br />

– With regard to the future, it was imperative that we, in <strong>2006</strong>,<br />

entered into the first contracts with Chinese shipyards through<br />

our joint venture company <strong>TTS</strong> Bohai in Dalian. It is crucial that<br />

the Deck Machinery Division partake in the tremendous development<br />

in the shipbuilding industry in China, emphasises Edgar<br />

Bethmann.<br />

As a result of the breakthrough in the collaboration with <strong>TTS</strong><br />

Bohai, the Deck Machinery Division has entered into an agreement<br />

with the company incorporating deck machinery into <strong>TTS</strong> Bohai’s<br />

20<br />

range of products. <strong>TTS</strong> Bohai will therefore establish a new facility<br />

in Dalian for assembly and testing of winches which is expected to<br />

be ready by the end of this year.<br />

In Bremen activities in the Deck Machinery Division were<br />

co-localised with <strong>TTS</strong> Ships Equipment GmbH in <strong>2006</strong>. The aim is<br />

to str<strong>eng</strong>then cooperation of sales and service. Further both in<br />

Germany and the Czech Republic organisational changes were<br />

implemented in <strong>2006</strong> to achieve a more efficient operation.<br />

Market outlook<br />

The Deck Machinery Division had an order backlog of NOK 462<br />

million at the start of 2007, compared to NOK 366 million twelve<br />

months previously.<br />

The market outlook for our product series of electric and hydraulic<br />

winches is generally good. Growth is expected in the LNG<br />

market in particular, owing to the increasing demand for transport<br />

of liquid gas on ships.<br />

Thanks to the <strong>TTS</strong> <strong>Group</strong> strong position in the main shipbuilding<br />

markets the Deck Machinery Division will be able to enter new<br />

markets and increase existing ones. Overall the order intake<br />

prospects for 2007 are promissing, in particular for the second<br />

half of the year.<br />

Strategy<br />

During 2007, the Deck Machinery Division will focus on measures<br />

to improve operations and profitability in South Korea as well as<br />

to intensify efforts in China. The advantages of large-scale operations<br />

owing to its association to <strong>TTS</strong> will be utilised in other<br />

markets too. The Deck Machinery Division will be increasing its<br />

manning as well as str<strong>eng</strong>thening its expertise in the after-sales<br />

and service business.


– It is crucial that<br />

the Deck Machinery<br />

Division partake in<br />

the tremendous<br />

development in the<br />

shipbuilding industry<br />

in China.<br />

EDGAR BETHMANN, DIRECTOR,<br />

DECK MACHINERY DIVISION<br />

21


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

<strong>TTS</strong> expects growth in Vietnam<br />

In the space of only a few months, <strong>TTS</strong> has landed contracts in Vietnam for three of the group’s four<br />

divisions. - We believe the Vietnamese shipbuilding market will develop significantly over the coming years,<br />

which is why we have opened a sales and representative office in Haiphong, says Johannes D. Neteland,<br />

President and CEO.<br />

T<br />

HE SHIPBUILDING INDUSTRY in Vietnam is in rapid<br />

growth. The major cause behind the ship-owners enthusiasm<br />

for Vietnam is that shipyards in Korea, China and Japan have<br />

full order books for years ahead. Moreover, the cost level is<br />

consider ably lower than in other ship building nations in Asia. The<br />

Vietnamese government aims to make their country the fourth<br />

largest producer of ships by 2015, and will compete against the<br />

established maritime nations. Several shipyards are under construction<br />

in Vietnam. The government-owned company Vinashin<br />

owns most of these. This company has grown by 35-45 percent<br />

annually over the past decade.<br />

Office with five employees<br />

The sales and representative office in the port of Haiphong in the<br />

north of Vietnam opened 7 November <strong>2006</strong>, with Tran Duc Hieu<br />

as General Manager. He trained as a naval officer. The office will<br />

be built up with a staff of five to seven employees. Administratively,<br />

the office falls under the Dry Cargo Handling Division, but the<br />

employees will be responsible for marketing all relevant products,<br />

as well as following up production at the shipyards.<br />

– We have signed contracts with Vinashin, worth a total of<br />

NOK 250 million. These include deliveries of hatch covers, cranes<br />

and deck machinery for in all 15 vessels to be delivered from the<br />

Vietnamese shipyards over the next few years, reports Neteland.<br />

The newest contract, entered into in February this year regards<br />

key components for RoRo systems for eight car carriers, including<br />

internal car decks and ramps, as well as stern ramps.<br />

Market of many opportunities<br />

Neteland says that the establishment in Vietnam emphasises the<br />

<strong>TTS</strong> <strong>Group</strong>’s global ambitions. – Activity in the international shipbuilding<br />

market will remain at a very high level for many more<br />

years and, for this reason, <strong>TTS</strong> must be present in all important<br />

markets with a view to securing our share of this growth. Furthermore,<br />

we also view Vietnam as an interesting market with regard<br />

to delivery of offshore cranes and other handling equipment to<br />

fixed and floating offshore installations.<br />

The economic development in Vietnam is strong. After the<br />

war in the country ended in 1975, Norway has contributed with<br />

development aid to sectors in which we are highly qualified. In<br />

2007, Norad and Innovation Norway initiated a three-year program<br />

to increase Norwegian investments in Vietnam and str<strong>eng</strong>then<br />

trade between the two countries. The program prioritises the<br />

maritime sector.<br />

22


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Crane division prepared for new chall<strong>eng</strong>es<br />

Over the past three years, <strong>TTS</strong> has undergone a radical restructuring of its operations in the market for<br />

marine cranes, primarily through the transfer of operations from Norway to China. This adjustment<br />

has been essential to enable <strong>TTS</strong> to once again aggressively target the offshore cranes market.<br />

I<br />

N GENERAL, the build-up of operations with <strong>eng</strong>ineering and<br />

production in China has contributed to str<strong>eng</strong>thening the foundation<br />

for our crane activity in Europe, in particular in Norway, says<br />

Ivar K. Hanson, Divisional Director of the Marine Cranes Division.<br />

He says that during the course of 2004 and 2005, manning of<br />

the division’s two branch offices in Norway was reduced by 10<br />

persons. – In order to be competitive in an international market,<br />

we have built up a substantial operation in China over the past few<br />

years. This has been a prerequisite for regaining profitability, he<br />

emphasises. However, as a result of increased demand for new<br />

cranes and services, manning in Norway was increased by 35 new<br />

employees during <strong>2006</strong>.<br />

Freeing up capacity for offshore targeting<br />

– Targeting of the offshore market entails a further increase in<br />

manning, and in today’s labour market this is easier said than done.<br />

However, since we have established ourselves in China, we are able<br />

to free up capacity in Bergen and Kristiansand for offshore assignments<br />

by a further transfer of responsibilities to China. In 2004,<br />

<strong>TTS</strong> attained sole ownership of <strong>TTS</strong> Marine Shanghai Co. Ltd. Up<br />

until 2005, the company focused on sales, service and assembly of<br />

cranes for ships built in China. As a result of the establishment of<br />

the joint venture company <strong>TTS</strong> Bohai Machinery Co. Ltd. in Dalian,<br />

which <strong>TTS</strong> co-own with the government-owned shipbuilding group<br />

DSIC, <strong>TTS</strong>’ company in Shanghai has altered its focus to exporting<br />

from China to other shipbuilding markets in Asia.<br />

– This has entailed a major restructuring, including hiring of<br />

staff and training of <strong>eng</strong>ineers, purchaser and project managers,<br />

in order for the company to handle the entire value chain. This<br />

principle also applies to the joint venture company, Hanson points<br />

out.<br />

Strong growth in China<br />

In <strong>2006</strong>, <strong>TTS</strong> Marine Shanghai Co. Ltd. increased its number of<br />

employees from 39 to 46. The order backlog at the end of the<br />

year was NOK 36 million, compared to NOK 30 million twelve<br />

months previously. For <strong>TTS</strong> Bohai Machinery Co. Ltd., last year<br />

saw an increase of staff from 29 to 40 employees, and the order<br />

backlog for the same period increased from NOK 20 million to<br />

NOK 100 million.<br />

In total, the Marine Cranes Division reported a turnover in<br />

<strong>2006</strong> of NOK 440 million, an increase of 42 percent compared to<br />

the previous year. Operating profit before depreciation was NOK<br />

24<br />

13.5 million, compared to NOK 0.2 million in 2005. Turnover<br />

and profit for the joint venture company in China are not included<br />

in these figures.<br />

– Accordingly, we note that the total added value increased<br />

substantially, with the effect that we will have to str<strong>eng</strong>then the<br />

organisation and manning in both Europe and China. The reason<br />

for this build-up is not only the progress in the Asian market, but<br />

furthermore to enable us to target the growing offshore cranes<br />

market. We are preparing a further increase in manning in the<br />

Marine Crane Division in Norway during 2007, by about 10 to15<br />

new employees.<br />

On account of an agreement entered into in connection with<br />

the acquisition of Hamworthy KSE AB – Division Dry Cargo<br />

Handling in 2001, <strong>TTS</strong> has been unable to market offshore cranes<br />

prior to 11 January this year. Last year, <strong>TTS</strong> announced that it would<br />

yet again deliver offshore cranes, once the standstill period had<br />

come to an end. – There is a great demand for cranes for offshore<br />

vessels, and delivery date of some key components is currently<br />

as much as 24 months. We have, however, already secured the<br />

components needed to ensure that we are capable of delivery, says<br />

Hanson.<br />

Offshore cranes totalling NOK 500 million in 2012<br />

– Since 2002, we have focused exclusively on ships cranes. The<br />

technology for all types of cranes has developed, and we have<br />

maintained our expertise in the construction and production of<br />

offshore cranes. We are therefore very well equipped to meet the<br />

requirements for cranes demanded by offshore customers. Turnover<br />

in this area for 2007 will not be substantial, but as of next<br />

year the offshore cranes market will constitute a considerable part<br />

of our volume. Our aim is that in five years we will have a turnover<br />

in offshore cranes and other lifting equipment for offshore<br />

vessels of approximately NOK 500 million, states Ivar K. Hanson.<br />

During the period 11 January up until 1 March this year, <strong>TTS</strong><br />

entered into contracts worth almost NOK 200 million, for the<br />

delivery of cranes for offshore vessels.<br />

Expanding offshore range<br />

As part of its targeting of the offshore market, <strong>TTS</strong> acquired all<br />

of the shares in ICD Projects AS in Ålesund in Norway in January<br />

this year. The Ålesund-based company develops and delivers software<br />

and control systems for offshore handling equipment. This<br />

is primarily part of an extended effort to provide solutions to


the unique handling requirements within the subsea market, in<br />

particular for subsea handling operations at great ocean depths.<br />

This acquisition secures core technology, making <strong>TTS</strong> a onestop<br />

supplier of lifting equipment for ships built and equipped to<br />

operate in the offshore industry and, in particular, the subsea<br />

industry, says Hanson.<br />

ICD Projects AS was established in 2004 and has six employees.<br />

The company achieved a turnover in <strong>2006</strong> of NOK 8.2 million,<br />

with a pre-tax profit of NOK 1.9 million. The company has focused<br />

on the development of software with active heave compensation,<br />

for the operation of lifting equipment at ocean depths exceeding<br />

3 000 meters.<br />

– This solution is in demand in the offshore market, and fits like a<br />

glove with our other deliveries, Hanson points out. The company is<br />

preparing to recruit 10 to 15 <strong>eng</strong>ineers in 2007, some of which<br />

will be based in Ålesund and some in Bergen. – Delivery of lifting<br />

equipment for offshore vessels will become a new and significant<br />

business area for <strong>TTS</strong>.<br />

– Upon acquisition of ICD Projects in Ålesund, we will be<br />

represented in three of the most important maritime clusters<br />

in Norway. We view this as our str<strong>eng</strong>th, and we will increase<br />

manning in all of these three cities in 2007, says Ivar K. Hanson,<br />

Divisional Director.<br />

25


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Continued strong market for ships equipment until 2015?<br />

The market outlook for <strong>TTS</strong>’ products and services related to marine cargo handling is considered to be<br />

excellent for many more years.<br />

T<br />

HE INTERNATIONAL ECONOMIC upswing, which<br />

started in 2003, has continued and intensified over the past<br />

three years. The increase in world trade, and in particular the<br />

tremendous growth in Chinese economy, has contributed to<br />

an increase in freight rates. It is a novel aspect in international<br />

economy that, for several years now, developing countries have<br />

had a stronger growth in economy than the industrialised countries.<br />

Developments in the emerging markets entail a higher degree<br />

consumption of energy and other commodities.<br />

Globalisation continues, and an increasing portion of the manufacturing<br />

of products takes place in developing countries. The trend<br />

of moving high-cost production to a country with lower costs has<br />

increased. A consequence of this is the increase in average transport<br />

distances for many products. As the bulk of international<br />

transport of primary products and manufactured goods is made<br />

by ship, this development entails increased demand for shipping<br />

services.<br />

The overall effect of these trends is a rapid growth over the past<br />

few years in the demand for almost every category of ship transport.<br />

Rates have increased despite the relatively strong growth in<br />

tonnage offered. Both bulk and tank tonnage, which constitute<br />

two of the largest freight segments, has increased tremendously.<br />

Furthermore, in other parts of the shipping industry, such as container<br />

cargo from Asia to Europe, the growth in volume has been<br />

substantial.<br />

Development and supply of equipment for cargo handling on<br />

ships is <strong>TTS</strong>’ core business, and over a number of years we have<br />

built up a solid market position. Demand for shipping services and<br />

contracting of new vessels is therefore of great consequence to<br />

the commercial development of the <strong>TTS</strong> <strong>Group</strong>.<br />

Chart 1 shows contracting of new vessels to the world fleet, as<br />

well as a forecast for contracting of vessels in the coming years,<br />

divided into the various types of vessels. The prognosis has been<br />

prepared by the Institute of Shipping Analysis in Gothenburg,<br />

Sweden.<br />

The prognosis indicates that, though we have experienced an<br />

exceptionally strong market for four years running, there is still<br />

an expectation of a relatively high level of contracting activity over<br />

a historic perspective up until 2015. This applies in particular to<br />

the categories significant to <strong>TTS</strong>; RoRo vessels, container ships<br />

and cruise ships. In total, the forecast estimates a contracting of<br />

26<br />

almost 1 500 new ships in 2008 and each of the following seven<br />

years.<br />

Chart 2 compares contracting, deliveries of new vessels and<br />

also scrapping of old vessels. The chart shows that with the high<br />

level of contracting seen in shipyards over the past four years,<br />

activities and deliveries from the shipyards will reach record high<br />

levels over the next 2-3 years. However, even in the period 2011<br />

till 2015, activity is expected to stabilise around 1 500 vessels per<br />

year.<br />

Orders for side-loading systems, RoRo equipment and hatch<br />

covers are generally made early on in the building process of a new<br />

ship, while contracts for cranes and deck machinery are usually<br />

entered into at a later stage. For <strong>TTS</strong> this means that contracts<br />

relating to the ships equipment market are distributed over a period<br />

of time, which is beneficial to the company with respect to capacity.<br />

During the past few years, <strong>TTS</strong> has built up considerable capacity<br />

and expertise with respect to after-sales and service. The high<br />

level of activity in the market for newbuildings in the coming years<br />

entails a prosperous after-sales market.


Number of vessels<br />

Million DWT<br />

2 500<br />

2 000<br />

1 500<br />

1 000<br />

500<br />

0<br />

140<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

CHART 1 World fleet outlook | NUMBER OF VESSELS BY CATEGORY<br />

Contracting 300 gt+, Jan 2007<br />

1992<br />

1993<br />

1994<br />

1995<br />

1996<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

CHART 2 World fleet outlook | INCLUDING SCRAPPING<br />

300 gt+, Jan 2007<br />

2002<br />

2003<br />

2004<br />

2005<br />

<strong>2006</strong>*<br />

2007*<br />

2008*<br />

2009*<br />

2010*<br />

2011*<br />

2012*<br />

2013*<br />

2014*<br />

2015*<br />

1992<br />

1993<br />

1994<br />

1995<br />

1996<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

<strong>2006</strong><br />

2007<br />

2008<br />

2009<br />

2010<br />

2011<br />

2012<br />

2013<br />

2014<br />

2015<br />

* = SAI Prognosis<br />

Historic data: LR Fairplay<br />

Pass<strong>eng</strong>er<br />

Dry Cargo<br />

RoRo<br />

Reefers<br />

Container<br />

Bulker incl comb<br />

Tanker<br />

Deliveries<br />

Del.forecast<br />

Scrapping<br />

Scrap.forecast<br />

Contracting<br />

Cont.forecast<br />

27


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Shareholder information<br />

Share price performance<br />

In March 1995, <strong>TTS</strong> Marine <strong>ASA</strong> completed a public share issue, and<br />

3 May 1995, the company was listed on the SMB list of the Oslo Stock<br />

Exchange.<br />

Date Price<br />

Subscription price at time of offering NOK 23.00<br />

Opening price 03.05.95 NOK 26.50<br />

31.12.95 NOK 32.50<br />

31.12.96 NOK 41.00<br />

31.12.97 NOK 40.00<br />

31.12.98 NOK 15.00<br />

31.12.99 NOK 14.00<br />

31.12.00 NOK 23.51<br />

31.12.01 NOK 16.00<br />

31.12.02 NOK 7.51<br />

31.12.03 NOK 9.71<br />

31.12.04 NOK 18.90<br />

31.12.05 NOK 31.20<br />

31.12.06<br />

(The share price has been adjusted to reflect<br />

the 1:2 share split in April 1996.)<br />

NOK 72.75<br />

01.01.<strong>2006</strong> 23.04.2007<br />

Number of shareholders 699 774<br />

Foreign holdings 33.9 % 40.63 %<br />

01.01.06 – 23.04.07 Average per trading day<br />

Number of trades 6 953 21<br />

Value (NOK 1 000) 2 250 003 6 860<br />

Number of shares (1000) 44 322 135<br />

Average price 50.76<br />

Information<br />

<strong>TTS</strong> emphasizes the importance of giving the shareholders, the stock<br />

market and the general public the best possible knowledge of the<br />

<strong>Group</strong>’s operations and performance. Relevant information will be made<br />

available through stock market reports and press releases. Regular<br />

financial reports are issued in the form of annual reports and quarterly<br />

interim reports. The company is also in constant contact with financial<br />

analysts.<br />

The company’s financial calendar is as follows:<br />

4. quarter <strong>2006</strong> / preliminary annual result <strong>2006</strong> 15. February<br />

1. quarter 2007 7. May<br />

2. quarter 2007 22. August<br />

3. quarter 2007 31. October<br />

Annual General Meeting 24. May<br />

Annual General Meeting will be held at the company’s premises in Bergen.<br />

28


7000<br />

Movements in share capital, RISK adjustment<br />

Date Type of Share capital Number Nominal<br />

value transaction after transaction shares in NOK<br />

03.05.95 Public offering 1 911 000 1 911 000 1.00<br />

19.04.96 Share split 1 911 000 3 822 000 0.50<br />

20.05.96 Private placing 2 101 000 4 202 000 0.50<br />

10.12.96 Private placing 2 146 130 4 292 260 0.50<br />

10.01.97 Private placing 2 223 879 4 447 758 0.50<br />

16.01.97 Private placing 2 348 149 4 696 298 0.50<br />

23.04.97 Private placing 2 578 149 5 146 298 0.50<br />

26.05.98 Private placing 2 680 649 5 361 298 0.50<br />

04.10.99 Private placing 2 930 649 5 861 298 0.50<br />

17.04 00 Private placing 3 220 649 6 441 298 0.50<br />

26.04.00 Private placing 3 436 681 6 873 362 0.50<br />

10.05.01 Private placing 3 494 181 6 988 362 0.50<br />

18.01.02 Private placing 3 851 323,5 7 702 647 0.50<br />

28.02.02 Private placing 7 422 752 14 845 504 0.50<br />

15.10.04 Private placing 8 157 552 16 315 104 0.50<br />

14.02.05 Private placing 8 857 552 17 715 104 0.50<br />

22.02.05 Private placing 8 970 552 17 941 104 0.50<br />

31.03.05 Private placing 9 026 802 18 053 604 0.50<br />

04.07.05 Private placing 9 101 802 18 203 604 0.50<br />

12.09.05 Private placing 10 001 802 20.003.604 0.50<br />

30.09.05 Private placing 10 058 052 20 116 104 0.50<br />

30.05.06 Private placing 10 133 052 20 266 104 0.50<br />

11.09.06 Private placing 10 226 802 20 453 604 0.50<br />

12.12.06 Private placing 11 246 452 22 492 904 0.50<br />

<strong>TTS</strong> share value <strong>2006</strong>–2007<br />

24.04.06<br />

28.06.06<br />

29.08.06 09.11.06<br />

08.01.07 27.02.07<br />

90<br />

85<br />

80<br />

75<br />

70<br />

65<br />

55<br />

50<br />

45<br />

23.04.07<br />

RISK adjustments as of<br />

1 January - per share:<br />

1996 NOK –2.28<br />

1997 NOK 0.12<br />

1998 NOK 0.94<br />

1999 NOK 1.30<br />

2000 NOK 0.00<br />

2001 NOK 0.00<br />

2002 NOK 0.02<br />

2003 NOK -0.07<br />

2004 NOK 0.00<br />

2005 NOK 0.00<br />

<strong>2006</strong> NOK 0.00<br />

29


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Corporate Governance<br />

Introduction<br />

<strong>TTS</strong> Marine <strong>ASA</strong> applies the Norwegian code of practice for corporate<br />

governance, dated December 2005. Principally, <strong>TTS</strong> Marine <strong>ASA</strong> acts<br />

in accordance with this code of practise, with a few exceptions that<br />

will be reviewed in the following:<br />

- Since <strong>TTS</strong> Marine <strong>ASA</strong> has fewer than 200 employees in Norway,<br />

the company does not have a corporate assembly.<br />

- In accordance with the Norwegian Public Limited Companies Act,<br />

the Chairman of the Board is elected by the Board unless already<br />

elected by the Annual General Meeting.<br />

The <strong>TTS</strong> <strong>Group</strong>’s principles for corporate governance have been adopted<br />

by the Board of <strong>TTS</strong> Marine <strong>ASA</strong>.<br />

<strong>TTS</strong> Marine <strong>ASA</strong>’s Articles of Association are available on the company’s<br />

website. The same applies to ethical guidelines.<br />

Shareholder policy<br />

<strong>TTS</strong> aims to give the shareholders a competitive long-term return that<br />

reflects the risk inherent to the company’s operations. Based on <strong>TTS</strong>’<br />

growth strategy, the shareholders’ return should be realised through<br />

an increase in the value of their shares, together with dividends<br />

when circumstances so permit. Growth through acquisitions will be<br />

implemented through balanced financing of equity and debt.<br />

The Board of <strong>TTS</strong> Marine AS will propose a dividend of NOK 1 per<br />

share to the Annual General Meeting in May 2007.<br />

Strategy for further growth<br />

<strong>TTS</strong> has, since 1997, completed eleven successful acquisitions, establishing<br />

a leading position in handling equipment to the maritime<br />

industry. This has entailed a considerable growth, and turnover has<br />

increased from approximately NOK 260 million in 1997 to NOK 1.6<br />

billion in <strong>2006</strong>. Owing to a brisk market and solid order backlog, <strong>TTS</strong><br />

expects an increase in turnover for 2007 of 20-25 percent. Operational<br />

margins will be further str<strong>eng</strong>thened in 2007.<br />

<strong>TTS</strong> will continue to expand its activities in ships equipment and port<br />

terminal systems, as well as handling equipment within the offshore<br />

industry, in the coming years.<br />

Share capital and shareholders<br />

The company’s share capital as of 31 December <strong>2006</strong> was NOK 11 246 452<br />

divided into 22 492 904 shares at a nominal value of NOK 0.50 per<br />

share. The company has only one class of freely transferable shares,<br />

which are listed on the Oslo Stock Exchange’s match list under the<br />

ticker symbol <strong>TTS</strong>.<br />

The company had 795 shareholders as of 31 December <strong>2006</strong>, compared<br />

to 699 at the beginning of the year. Of the shareholders at the<br />

end of the year, 114 were foreign shareholders holding 40.5 percent of<br />

the total share capital.<br />

30<br />

THE COMPANY’S 20 MAJOR SHAREHOLDERS<br />

AS OF 30 DECEMBER <strong>2006</strong> WERE AS FOLLOWS:<br />

Shareholder Number Ownership Voting<br />

shares interest share<br />

Skeie <strong>Group</strong> 8 280 000 36.81 % 36.81 %<br />

Morgan Stanley and Co.Intl. Ltd 2 575 407 11.45 % 11.45 %<br />

JCE <strong>Group</strong> AB 2 050 000 9.11 % 9.11 %<br />

IF Skadeforsikring AB 1 316 400 5.85 % 5.85 %<br />

Rasmuss<strong>eng</strong>ruppen AS 1 254 000 5.58 % 5.58 %<br />

Bank of New York, Brüssels branch 843 483 3.75 % 3.75 %<br />

Nordea Bank PLC Finland 752 600 3.35 % 3.35 %<br />

Odin Europa SMB 396 400 1.76 % 1.76 %<br />

Verdipapirfond Odin Maritim 370 000 1.64 % 1.64 %<br />

Stiching Shell Pensionfonds 288 256 1.28 % 1.28 %<br />

Stiftelsen Statoils Pensjonskasse 254 600 1.13 % 1.13 %<br />

DnB Nor SMB 222 600 0.99 % 0.99 %<br />

Lectio AS 189 200 0.84 % 0.84 %<br />

JP Morgan Chase Bank 180 000 0.80 % 0.80 %<br />

Vital Forsikring <strong>ASA</strong> 167 343 0.74 % 0.74 %<br />

DFA-Intl. SML CAP VAL PORT 161 700 0.72 % 0.72 %<br />

Arne Kjetil Kyrkjebø 154 400 0.69 % 0.69 %<br />

Statoil Forsikring AS 148 050 0.66 % 0.66 %<br />

Goldman Sachs International 130 900 0.58 % 0.58 %<br />

Alden AS 125 800 0.56 % 0.56 %<br />

20 major shareholders 19 861 139 88.30 % 88.30 %<br />

Other shareholders 2 631 765 11.70 % 11.70 %<br />

Total 22 492 904 100.00 % 100.00 %<br />

New Board of Directors<br />

In accordance with the Annual General Meeting on 30 May <strong>2006</strong>, the<br />

shareholders elected the following members to the Board:<br />

Name Position<br />

Nils O. Aardal (59) Executive Director, J.O. Oddfjell AS<br />

John M. Lunde (63) Managing Director, Risavika Havn AS<br />

Anne Breive (41) Executive Director, Statnett SF<br />

Hilde P. Aarseth Krøgenes (45) Marketing Manager,<br />

Kongsberg Norcontrol IT AS<br />

In accordance with ordinary appointment of two employee representatives<br />

to the Board of <strong>TTS</strong> Marine <strong>ASA</strong>, the following were elected to the Board<br />

in August of <strong>2006</strong>:<br />

Name Company Position<br />

Olav Smeland (32) <strong>TTS</strong> Marine <strong>ASA</strong> Director<br />

Oddmund Hatletun (60) <strong>TTS</strong> Marine <strong>ASA</strong> Director<br />

Mona L. Tellnes Halvorsen (37) <strong>TTS</strong> Marine <strong>ASA</strong> 1st Deputy<br />

Director<br />

Magne Kvamme (46) <strong>TTS</strong> Ships 2nd Deputy<br />

Equipment AS Director<br />

Nils O. Aardal was elected Chairman of the Board.


Nominating committee<br />

In accordance with the Annual General Meeting on 30 May <strong>2006</strong>, a<br />

nomination committee was appointed with the following members:<br />

Name Position<br />

Harald Espedal Managing Director, Skagenfondene<br />

Bjørn Sjaastad Managing Director, Frontline Management<br />

Bjørn Olafsson Self-employed<br />

Bjørn Olafsson was elected to chair the committee<br />

SHARES OWNED BY MEMBERS OF THE BOARD AND NOMINATING<br />

COMMITTEE<br />

As of 31 December <strong>2006</strong>, Director of the Board, Oddmund Hatletun,<br />

owned 1 493 shares, while Director of the Board Olav Smeland owned<br />

800 shares. The other Directors of the Board do not hold any shares<br />

or options in the company. The same applies to the members of the<br />

nominating committee.<br />

Authorisations to the Board<br />

On 30 May <strong>2006</strong>, the Annual General Meeting adopted a resolution to<br />

authorise the Board to issue a maximum of 4 000 000 shares in the<br />

event of an acquisition or merger. This authorisation is valid until the<br />

Annual General Meeting for <strong>2006</strong>, and no later than 30 June 2007. As<br />

of 29 March 2007, 2 039 300 share have been issued.<br />

On 30 May <strong>2006</strong>, the Annual General Meeting adopted a resolution<br />

to give the Board authority to purchase 300 000 of the company’s own<br />

shares. This authorisation is valid until the Annual General Meeting for<br />

<strong>2006</strong>, and no later than 30 June 2007.<br />

As of 29 March 2007, the company held 6 700 of its own shares,<br />

with a maximum shareholding in this period of 70 000 shares.<br />

Share options<br />

At the end of <strong>2006</strong>, a total of 452 500 authorised options had been<br />

issued to the executive management of the <strong>TTS</strong> <strong>Group</strong>. 112 500 options<br />

may be exercised up until 9 June 2007 at a price of NOK 26.50 and<br />

340 000 options may be exercised up until 30 May 2008, at a price of<br />

NOK 35 per share.<br />

AS PER 31 DECEMBER <strong>2006</strong>, THE DISTRIBUTION OF OPTIONS<br />

AND SHARES WAS AS FOLLOWS:<br />

Name Position Number of Number of<br />

options owned shares<br />

Johannes D. Neteland (49) President & CEO 137 500 82 500<br />

Olav Bruåsdal (51) Financial Director 55 000 25 000<br />

Hans-Jan Erstad (63) Chief of Staff 55 000 25 000<br />

Göran K. Johansson (63) Divisional Director 55 000 25 000<br />

Ivar K. Hanson (42) Divisional Director 55 000 25 000<br />

Stellan Bernsro (46) Divisional Director 40 000 0<br />

Edgar Bethmann (50) Divisional Director 40 000 0<br />

Bjørn O. Hansen (61) Project Director 15 000 15 800<br />

Total 452 500 198 300<br />

Hans Jan Erstad sold his 25 000 shares on 16 February 2007.<br />

Guidelines for remuneration of executive management are presented in<br />

Note 4.<br />

The work of the Board<br />

The structure of the Board meets the requirements for independence<br />

from the company’s management, and the complementary expertise<br />

within the Board helps to ensure that the Directors of the Board are<br />

able to assess matters from different perspectives before reaching a<br />

final decision.<br />

The auditor has at least two annual meetings with the audit committee,<br />

where part of the meeting is held without the management<br />

present. One of these meetings is related to the annual accounts. The<br />

auditor is present at board meetings when so required.<br />

The Board of <strong>TTS</strong> Marine <strong>ASA</strong> has an audit committee:<br />

AUDIT COMMITTEE<br />

Nils Olav Aardal (Chairman)<br />

Anne Breive<br />

The board had seven scheduled meetings annually, in addition to extra<br />

meetings as required. A total of 18 board meetings were held in <strong>2006</strong>.<br />

As a result of the tremendous expansion which the company is<br />

undergoing, the work of the board has been intensified, with increased<br />

focus on strategic work and acquisitions. In the coming years, <strong>TTS</strong> will<br />

continue to expand the group’s activities in ships equipment and port<br />

terminal equipment, as well as in offshore handling equipment.<br />

Insider trading in securities<br />

The Board has established a policy for trading in securities issues by the<br />

company. This policy complies with Oslo Stock Exchange’s guidelines<br />

for securities trading, and applies to the Board, President & CEO, as<br />

well as other employees who gain access to non-public information<br />

through their position in the company.<br />

31


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Board of Directors <strong>TTS</strong> Marine <strong>ASA</strong><br />

Nils O. Aardal<br />

CHAIRMAN OF THE BOARD<br />

Aardal (59) with a background<br />

in economics studies, Aardal<br />

has over 30 years’ experience<br />

of the shipping and offshore<br />

industry through managerial<br />

and board positions with Jo<br />

Tankers and Odfjell Drilling.<br />

He has also held many posts<br />

as a director within banking,<br />

marine insurance and interest<br />

organisations. Today, Nils O.<br />

Aardal is a working director of<br />

the ship-owning companies<br />

that are used by Jo Tankers,<br />

and he also holds board<br />

positions within the marine<br />

industry. As of March 2007,<br />

Nils O. Aardal has no shares<br />

or options in the company.<br />

Aardal has been a member<br />

of the <strong>TTS</strong> Marine <strong>ASA</strong> board<br />

since 1999. He is a Norwegian<br />

citizen.<br />

32<br />

John M. Lunde<br />

DIRECTOR OF THE BOARD<br />

Lunde (63) has his background<br />

in Norwegian Defence and an<br />

<strong>eng</strong>ineering college education.<br />

John Lunde has approximately<br />

20 years’ experience of various<br />

managerial positions within the<br />

Scana group. Today Lunde is<br />

Managing Director of Risavika<br />

Havn AS. He is also Project<br />

Manager for Innovation<br />

Rogaland and holds various<br />

board positions, including positions<br />

within Scana Industrier,<br />

Stavanger Chamber of<br />

Commerce and Industry and<br />

Maritime Forum Rogaland.<br />

John Lunde has been on the<br />

board since 2005. As of March<br />

2007, he has no shares or<br />

options in the company. John<br />

Lunde is a Norwegian citizen.<br />

Hilde P. Aarseth Krøgenes<br />

DIRECTOR OF THE BOARD<br />

Krøgenes (45) has a Bachelor<br />

of Commerce degree from the<br />

Norwegian School of Management,<br />

and works as Marketing<br />

Manager for Kongsberg<br />

Norcontrol IT AS, where she<br />

has also held the position of<br />

Product Manager. Krøgenes<br />

has previously worked for the<br />

Norwegian Trade Council,<br />

including as regional manager<br />

for Southern Europe and on<br />

overseas postings in Toronto<br />

and New York. Krøgenes has<br />

also worked as Business<br />

Development Manager for<br />

IBA Corp., San Jose and as<br />

a consultant for the Norwegian<br />

Trade Council in San Francisco.<br />

As of March 2007, Krøgenes<br />

has no shares or options in<br />

the company. Hilde P. Aarseth<br />

Krøgenes has been a member<br />

of the board of <strong>TTS</strong> Marine <strong>ASA</strong><br />

since 2005. Krøgenes is a<br />

Norwegian citizen.


Anne Breive<br />

DIRECTOR OF THE BOARD<br />

Breive (41) is CEO and CFO of<br />

Statnett. She has a Bachelor<br />

of Commerce degree from the<br />

Norwegian School of Management<br />

(BI) and an MBA degree<br />

from Glasgow University.<br />

During the period 1994-2005,<br />

she held various managerial<br />

positions in the Norske Skog<br />

group, including that of Vice<br />

President Corporate Funding<br />

and Vice President Corporate<br />

Controlling. Breive has been on<br />

the board since 2005. As of<br />

March 2007, she has no shares<br />

or options in the company.<br />

Breive is a Norwegian citizen.<br />

Oddmund Hatletun<br />

DIRECTOR OF THE BOARD<br />

Hatletun (60) graduated in<br />

mechanical <strong>eng</strong>ineering from<br />

Bergen Technical School in<br />

1968. He has worked as a<br />

designer/project manager for<br />

Norsk Mac Gregor, Hagglunds<br />

MTT and <strong>TTS</strong> Marine. In these<br />

companies, he has worked on<br />

ships’ hatches, ramps, doors,<br />

lifts and cranes and therefore<br />

has an extensive knowledge of<br />

much of <strong>TTS</strong>’ product spectrum.<br />

He also has experience of the<br />

offshore industry as a project<br />

<strong>eng</strong>ineer with CCB-Base and<br />

as an inspector stationed on<br />

diving vessels and platforms.<br />

As of March 2007, Hatletun<br />

owns 1 493 shares in <strong>TTS</strong>.<br />

He has been the employees’<br />

representative on the <strong>TTS</strong><br />

board during the periods<br />

1998-2002 and 2004 to the<br />

present day. Oddmund Hatletun<br />

is a Norwegian citizen.<br />

Olav Smeland<br />

DIRECTOR OF THE BOARD<br />

Smeland (32) holds a degree as<br />

Technical Economic Engineer<br />

(Machinery) at Agder College,<br />

Grimstad division, from 1996.<br />

He has previously been employed<br />

by Hydralift, and has worked<br />

for <strong>TTS</strong> since 1998. He has<br />

worked primarily as purchaser<br />

for parts and accessories<br />

r elated to crane production.<br />

Presently, he is Project Manager<br />

in the Marine Crane Division’<br />

branch office in Kristiansand.<br />

As of March 2007, Smeland<br />

owns 800 shares in <strong>TTS</strong>.<br />

He has acted as employee<br />

r epresentative on the Board of<br />

<strong>TTS</strong> Marine <strong>ASA</strong> since <strong>2006</strong>.<br />

Smeland is a Norwegian citizen.<br />

33


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Senior management<br />

Johannes D. Neteland<br />

PRESIDENT & CEO<br />

Neteland (49) is President &<br />

CEO of <strong>TTS</strong> Marine <strong>ASA</strong>. He<br />

has an advanced business<br />

administration degree from<br />

the Norwegian School<br />

of Economics and Business<br />

Administration. Neteland<br />

worked for Statoil from 1981-<br />

1988, was the deputy managing<br />

director of Block Watne<br />

Boliger from 1988-1989 and<br />

the marketing director of the<br />

Ekornes <strong>Group</strong> from 1989-<br />

1991. He was the division<br />

director of Vital Forsikring from<br />

1991-1998 until he assumed<br />

his current position.<br />

34<br />

Olav Bruåsdal<br />

FINANCIAL DIRECTOR<br />

Bruåsdal (51) is Financial<br />

Director of <strong>TTS</strong> Marine <strong>ASA</strong>.<br />

He has an advanced <strong>eng</strong>ineering<br />

degree from the Norwegian<br />

Institute of Technology at the<br />

University of Trondheim and<br />

a higher degree in business<br />

administration from the<br />

Norwegian School of Economics<br />

and Business Administration.<br />

Bruåsdal worked with <strong>eng</strong>ineering,<br />

project and department<br />

management for 12 years before<br />

he started at <strong>TTS</strong> in 1994. He<br />

started out as a project manager<br />

and was subsequently appointed<br />

as the director of projects and<br />

administration. He assumed his<br />

current position in 1997.<br />

Hans-Jan Erstad<br />

HR MANAGER<br />

Erstad (63) is HR Manager with<br />

corporate responsi bility for IT,<br />

personnel and quality assurance<br />

at <strong>TTS</strong>. He is an auto mation<br />

<strong>eng</strong>ineer and has also studied<br />

economics, management and<br />

contract management. Erstad<br />

has among others worked at<br />

Nera and Petrovest. He started<br />

working at <strong>TTS</strong> in 1995 and has<br />

been respon sible for IT, logistics<br />

and industrial development.<br />

He assumed his current position<br />

in 2002.


Stellan Bernsro<br />

DIRECTOR<br />

Bernsro (46) is Director of Dry<br />

Cargo Handling Division and<br />

Managing Director of <strong>TTS</strong> Ships<br />

Equipment AB. Bernsro holds a<br />

Master of Science in Industrial<br />

Engineering and Management,<br />

an Engineering degree in<br />

Mechanics while being graduated<br />

Captain in the Royal Swedish<br />

Navy. Bernsro has experience<br />

from management positions in<br />

marine diesel <strong>eng</strong>ine service,<br />

industrial gas applications and<br />

production automation, prior<br />

to joining <strong>TTS</strong> in 1996. He was<br />

initially assigned as contract<br />

manager and was in 2005<br />

appointed managing director,<br />

while during the spring <strong>2006</strong><br />

assuming current position.<br />

Ivar K. Hanson<br />

DIRECTOR<br />

Hanson (42) is Division Director<br />

for Marine Cranes. He has an<br />

advanced degree in business<br />

admi ni stration from the<br />

Norwegian School of Economics<br />

and Business Admini stration<br />

(NHH) and is a mechanical<br />

<strong>eng</strong>ineer. Hanson has worked as<br />

a contract coordi nator and bid<br />

manager. He started at <strong>TTS</strong> as<br />

a shipyard consultant in 1994<br />

and was appointed managing<br />

director of <strong>TTS</strong> Automation AS<br />

in 1999 and <strong>TTS</strong> Handling<br />

Systems AS in 2000. From<br />

1 January 2003 to 30 May<br />

2004, Hanson was director in<br />

Prosafe Drilling Services AS<br />

for Technology and Projects<br />

in the <strong>eng</strong>ineering division.<br />

Göran K. Johansson<br />

DIRECTOR<br />

Johansson (63) is Director of<br />

the Port and Material Handling<br />

Division. Johansson is a naval<br />

architect and <strong>eng</strong>ineer. He<br />

has 20 years of experience<br />

from various enterprises that<br />

are cur rently part of the<br />

MacGregor <strong>Group</strong>. Johansson<br />

was the managing direc tor<br />

of Ham worthy KSE AB from<br />

1995 until the company was<br />

inte grated into the <strong>TTS</strong> <strong>Group</strong><br />

on 1 January 2002.<br />

Edgar Bethmann<br />

DIRECTOR<br />

Bethmann (50) is the Division<br />

Director for Deck Machinery<br />

and Managing Director of<br />

<strong>TTS</strong> Kocks GmbH. He has a<br />

Bachelor of Commerce degree<br />

from the German Institute of<br />

Technology at the University<br />

of Clausthal-Zellerfeld,<br />

Germany. Bethmann has<br />

16 years’ experience from<br />

the shipbuilding industry in<br />

Germany, partly as a technical<br />

director. Since 2000, he has<br />

been Managing Director of<br />

<strong>TTS</strong> Ships Equipment GmbH<br />

in Bremen. Bethmann took<br />

up his current position with<br />

<strong>TTS</strong> in the autumn of 2005.<br />

35


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Directors’ report for <strong>2006</strong><br />

Introduction<br />

In <strong>2006</strong>, the turnover in the <strong>TTS</strong> <strong>Group</strong> (<strong>TTS</strong>) totalled NOK 1 604<br />

million, earnings before depreciation (EBITDA) was NOK 98.6<br />

million and pre-tax profit was NOK 60.5 million. The order backlog<br />

at the end of the year was NOK 2 019 million. These results<br />

represent record achievements for <strong>TTS</strong> at all levels.<br />

The Board of <strong>TTS</strong> proposes dividend payment of NOK 1 per<br />

share.<br />

The positive development has consolidated <strong>TTS</strong>’ position as a<br />

leading international corporation within maritime equipment,<br />

where the group is one of two leading suppliers within its market<br />

segments.<br />

Operations<br />

<strong>TTS</strong>’ activities have been organised into the four divisions; Dry<br />

Cargo Handling, Marine Cranes, Deck Machinery and Port and<br />

Material Handling. Accordingly, <strong>TTS</strong> has three divisions aimed<br />

at the market for ships equipment and one aimed at the market<br />

for shipbuilding systems and systems for container handling in<br />

ports.<br />

The company’s target for <strong>2006</strong> has been to improve its competitive<br />

position and results, while maintaining a profitable growth.<br />

Turnover in <strong>2006</strong> increased by 40 percent, of which organic<br />

growth constituted 22 percent. In the new business segment<br />

Deck Machinery results were negative, but even allowing for this<br />

negative effect, net result increased by 50 percent in <strong>2006</strong>.<br />

In <strong>2006</strong>, <strong>TTS</strong> further developed its strong position in China,<br />

in addition to starting up new business operations in Italy and<br />

Vietnam. The Italian company was established in Genoa in May,<br />

while the sales and representative office in Haiphong in Vietnam<br />

was opened in November of <strong>2006</strong>. Both business operations have<br />

so far shown excellent results.<br />

The Dry Cargo Handling Division is supplying RoRo equipment,<br />

hatch covers, side-loading systems, as well as cruise and yacht<br />

equipment. The background for establishing a new company in<br />

Italy is increased focus on the cruise ships and mega yacht product<br />

segments, which are major product areas within Italian shipbuilding.<br />

The Marine Cranes Division is supplying cargo and hose handling<br />

cranes in addition to davits (rescue boat cranes). Its main focus in<br />

<strong>2006</strong> has been the transfer of the range of standard cranes from<br />

Norway to our operations in Shanghai, China. This has improved<br />

the division’s profitability, while creating available capacity to target<br />

the offshore market in Norway.<br />

As a result of agreements entered into five years ago in connec-<br />

36<br />

tion with the acquisition, <strong>TTS</strong> has not actively participated in the<br />

market for larger offshore cranes. This agreement expired in<br />

January 2007, and <strong>TTS</strong> is currently intensively targeting this<br />

market.<br />

In February 2007, <strong>TTS</strong> acquired all the shares of the Ålesundbased<br />

Company ICD Projects AS, a company that develops and<br />

delivers software and control systems for offshore handling equipment.<br />

As a result, <strong>TTS</strong> is now a one-stop supplier of advanced<br />

offshore handling equipment, which for <strong>TTS</strong> represents a new<br />

business area, in addition to making a comeback as one-stop<br />

supplier of offshore cranes.<br />

The Port and Material Handling Division is supplying shipyard<br />

equipment and port equipment. In <strong>2006</strong>, the division experienced<br />

a breakthrough in the market for port terminal equipment, through<br />

a major contract to a newly established terminal in Virginia in USA.<br />

In March 2007, <strong>TTS</strong> acquired technology for port terminal equipment<br />

that will further str<strong>eng</strong>then <strong>TTS</strong>’ position as leading supplier<br />

within this segment.<br />

The Deck Machinery Division is supplying anchor handling and<br />

mooring winches. At the time of <strong>TTS</strong>’ takeover of Kocks GmbH<br />

at the end of 2005, most of the company’s activities were aimed<br />

at the Korean market. But subsequent to its incorporation in the<br />

<strong>TTS</strong> <strong>Group</strong>, the division has successfully been awarded contracts<br />

in China, as well as in Vietnam. In 2007, <strong>TTS</strong> bought up its partner’s<br />

50 percent share in the manufacturing company in Korea, and<br />

accordingly the division will have greater opportunity of further<br />

developing operations in this highly significant Asian market.<br />

At the end of the year, <strong>TTS</strong> had a workforce of 521 employees,<br />

of which 177 were based in Norway. In addition to this, <strong>TTS</strong> has two<br />

joint venture companies in China with a total of 112 employees. The<br />

joint venture company in Korea, which as of mid-March is owned<br />

100 percent by <strong>TTS</strong>, had 41 employees.<br />

The <strong>TTS</strong> <strong>Group</strong> had 19 units as of March 2007 (including joint<br />

ventures) in 10 countries (Norway, Sweden, Germany, Finland,<br />

China, USA, Korea, Czech Republic, Italy and Vietnam). The<br />

parent company, <strong>TTS</strong> Marine <strong>ASA</strong>, has its head office in Bergen in<br />

Norway, and is listed on the Oslo Stock Exchange.<br />

As a group, <strong>TTS</strong> exploits the operational and marketing synergies<br />

that come from being a major market participant within relevant<br />

niches. At the same time, there is strong focus on what <strong>TTS</strong> has<br />

found to be a strategic advantage; namely the cultivation of a smallcompany<br />

culture within the <strong>TTS</strong> companies. Proximity to operations<br />

and results in each of the 19 units motivates management<br />

and employees to greater effort, and this in turn str<strong>eng</strong>thens the


perception of the individual customer that their needs and requirements<br />

are being met to in a satisfactory manner.<br />

In <strong>TTS</strong>, product development primarily takes place through<br />

projects. Prior to signing of contracts, each project sees considerable<br />

development work in cooperation with the customers.<br />

However, for some of the new product areas, such as within port<br />

terminal equipment, some of the product development will not<br />

be tied to one single project.<br />

Comments on the annual accounts for <strong>2006</strong><br />

RESULTS<br />

Earnings per share in <strong>2006</strong> were NOK 2.92 (NOK 2.19 as of<br />

31 December 2005) based on a turnover of NOK 1 604 million<br />

(NOK 1 149.8 million), earnings before depreciation (EBITDA)<br />

of NOK 98.6 million (NOK 67.2 million) and an operating profit<br />

of NOK 89.7 million (NOK 59.6 million). Pre-tax profit was<br />

NOK 84.5 million (NOK 56.3 million), while net profit was<br />

NOK 60.5 million (NOK 40.2 million).<br />

Turnover increased by 40 percent and EBITDA increased by 46.7<br />

percent compared to the previous year, and represents the highest<br />

turnover and results ever recorded by <strong>TTS</strong>. The results are moreover<br />

in line with the “guiding” of the market presented by <strong>TTS</strong> in<br />

February <strong>2006</strong>.<br />

The Dry Cargo Handling Division saw yet another year of<br />

excellent results, in particular for the companies in Sweden and<br />

Germany. The EBITDA margin in <strong>2006</strong> reached a record high<br />

11 percent, compared to 9.4 percent in 2005.<br />

The Marine Cranes Division’s restructuring process, with the<br />

transfer of expertise from Norway to China, is yielding results,<br />

with an EBITDA margin in <strong>2006</strong> of 3.1 percent compared to zero<br />

percent in 2005 and -4.7 percent in 2004. This positive development<br />

is satisfactory, but there is still room for improvement.<br />

The Port and Material Handling Division’s EBITDA margin in<br />

<strong>2006</strong> was 7.1 percent compared to 5.0 percent in 2005. Operations<br />

within some of the product segments for terminal systems were<br />

good. The division has potential for improvement of margins<br />

within shipyard systems, in addition to the fact that a breakthrough<br />

in the delivery of terminal systems will improve the division’s<br />

results.<br />

The Deck Machinery Division experienced a tough first operational<br />

year in <strong>TTS</strong> with an EBITDA margin of –1.8 percent. However,<br />

this was as expected, given the takeover of an order backlog<br />

with low margins, at the same time as a considerable restructuring<br />

was initiated.<br />

BALANCE SHEET<br />

Total assets as of 31 December <strong>2006</strong> were NOK 1 663.1 million<br />

(NOK 1 182.8 million) with a total equity of NOK 598.1 million<br />

(NOK 394.9 million), equivalent to an equity ratio of NOK 36.6<br />

percent (33.4 percent).<br />

Of the balance sheet total of NOK 1 633.1 million, fixed asset<br />

investments constituted NOK 62.4 million; NOK 42.2 million of<br />

which are assets in the three joint venture companies (including<br />

NOK 5.5 million in loans) and NOK 19.2 million of which are<br />

shares and loans related to the FastShip project.<br />

<strong>TTS</strong> has been involved in the FastShip project since 1996. Subject<br />

to implementation of the project, <strong>TTS</strong> will, through patented<br />

technology, receive contracts with FastShip Inc. for a value of more<br />

than NOK 1 billion. <strong>TTS</strong> also has ownership interest in FastShip<br />

Inc., which are recorded on the balance sheet at a value of NOK<br />

19.2 million.<br />

The project activities have resumed in <strong>2006</strong>/2007, and in all<br />

probability <strong>TTS</strong> will be awarded a smaller contract in the project<br />

as early as spring 2007. As a consequence of the simplification and<br />

redesign of the FastShip project in <strong>2006</strong>, the Board considers the<br />

likelihood of realisation of the project to have increased over the<br />

past twelve months.<br />

However, the project has been in existence for more than 10<br />

years, so unless its progress changes notably in the course of<br />

2007, the Board will consider writing off the asset item at the end<br />

of this year.<br />

Net interest bearing holdings as of 31 December <strong>2006</strong> was<br />

NOK 22.8 million compared to an net interest bearing debt of<br />

NOK 96.1 million a year ago. Cash reserves as of 31 December<br />

<strong>2006</strong> were NOK 236.9 million (NOK 97.8 million).<br />

According to the cash flow statement, NOK 0.9 million was<br />

generated by operating activities in <strong>2006</strong>, NOK 10.9 million was<br />

used for investment activities and NOK 149.1 million was generated<br />

by financing activities. The main cause of the difference between<br />

the operating profit and cash flow from operating activities was<br />

the higher level of project activity, and consequently increased<br />

employment of capital.<br />

The <strong>TTS</strong> <strong>Group</strong> has income and expenses in foreign currencies,<br />

where the financial risk has been reduced through the use of hedging<br />

instruments described in greater detail in Accounting Principles.<br />

The annual accounts have been prepared in accordance with the<br />

International Financial Reporting Standard (IFRS).<br />

The accounts provide a true picture of the company’s financial<br />

position as of 31 December <strong>2006</strong>. The Board and Management<br />

37


are not aware of any events that have occurred subsequent to the<br />

balance sheet date of 31 December <strong>2006</strong> that may be of material<br />

significance to <strong>TTS</strong> and the annual accounts for <strong>2006</strong>.<br />

At the end of <strong>2006</strong>, <strong>TTS</strong> Marine <strong>ASA</strong> had a share capital of<br />

NOK 11 246 452 divided into 22 492 904 shares of NOK 0.50<br />

each.<br />

ORDER BACKLOG<br />

The order backlog as of 31 December <strong>2006</strong> was NOK 2 019 million,<br />

the highest level recorded in the history of the company, compared<br />

to NOK 1 653 million at the same time in 2005.<br />

Business areas<br />

DRY CARGO HANDLING<br />

NOK MILLION <strong>2006</strong> 2005<br />

Turnover 728.2 649.2<br />

EBITDA 80.3 61.3<br />

Order backlog 809.0 825.0<br />

The division’s good earnings bear evidence of the excellent results<br />

from the RoRo operations in Sweden and the hatch cover operations<br />

in Germany. In <strong>2006</strong>, contracts worth NOK 195 million<br />

were signed for the delivery of 14 car carriers. Furthermore, the<br />

product segments for cruise and side-loading systems in Norway<br />

have shown positive development in <strong>2006</strong>.<br />

The division typically signs substantial individual orders that may<br />

occur at somewhat irregular intervals. The marginal reduction in<br />

the order backlog is not representative of the market outlook, and<br />

the division therefore has a solid starting point for 2007.<br />

The joint venture <strong>TTS</strong> Hua Hai Ships Equipment Co. Ltd. in<br />

Shanghai was established in 1998, and focuses on hatch covers for<br />

the Chinese market. The level of activity has continued to increase,<br />

and in <strong>2006</strong> turnover reached NOK 256 million, with an order<br />

backlog of NOK 507 million at the end of the year (this figure is<br />

not included in <strong>TTS</strong> <strong>Group</strong>s order backlog of NOK 2 019 million).<br />

<strong>TTS</strong>’s share of the profit from the joint venture amounted to<br />

NOK 9.7 million, which has been recognised as financial income<br />

in the consolidated accounts.<br />

MARINE CRANES<br />

NOK MILLION <strong>2006</strong> 2005<br />

Turnover 439.6 309.0<br />

EBITDA 13.5 0.2<br />

Order backlog 600.0 390.0<br />

38<br />

The company in Norway, which is supplying cylinder cranes, has<br />

over the past three years carried out a necessary restructuring of<br />

the operations. The restructuring has involved transfer to <strong>TTS</strong>’<br />

company in China, of full responsibility for crane deliveries to<br />

Asian markets outside of China. The restructuring has now entered<br />

a more regular operating phase, with significant improvement in<br />

results for <strong>2006</strong>, in both Norway and China.<br />

<strong>TTS</strong>’s investment in wire cranes, through the acquisition in<br />

Germany in 2004, has yielded excellent results in <strong>2006</strong>. We have<br />

built up the organisation and brought in a new business with good<br />

earnings. The development in <strong>2006</strong> was as expected.<br />

The joint venture company <strong>TTS</strong> Bohai Machinery Co. Ltd. in<br />

Dalian saw its first year of operation in <strong>2006</strong>, following its establishment<br />

in the summer of 2005. The company, which focuses<br />

on deliveries to the Chinese market, had a turnover of NOK 27<br />

million in <strong>2006</strong>, with an order backlog of NOK 100 million at<br />

the end of the year (this figure is included in <strong>TTS</strong> <strong>Group</strong>’s order<br />

backlog). <strong>TTS</strong>’ share of the results of the joint venture company<br />

amounted to NOK –0.5 million, which has been recognised as<br />

financial costs in the consolidated accounts. The results of the<br />

company, currently in a start-up phase, are considerable better<br />

than expected.<br />

The division has a record high order backlog and an excellent<br />

market outlook, which provides a good starting point for 2007.<br />

In addition, there is the effect of <strong>TTS</strong> re-entering the offshore<br />

market.<br />

PORT AND MATERIAL HANDLING<br />

NOK MILLION <strong>2006</strong> 2005<br />

Turnover 178.8 140.7<br />

EBITDA 12.6 7.0<br />

Order backlog 148.0 72.0<br />

<strong>TTS</strong> experienced a breakthrough in the market for cargo handling<br />

equipment to large container terminals in the fourth quarter, with<br />

a contract worth NOK 20 million, as well as an option of a further<br />

NOK 23 million. This is a sizable market, substantially larger than<br />

the market for RoRo terminals in which <strong>TTS</strong> is already established<br />

with excellent earnings.<br />

In <strong>2006</strong>, <strong>TTS</strong> did not succeed in signing contracts for the delivery<br />

of linkspans, which is a purpose-built ramp between port and<br />

RoRo vessels. Linkspans is one of several products in the range for<br />

cargo handling in ports. However, in February this year, <strong>TTS</strong><br />

signed a link-span contract worth approximately NOK 10 million.


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

For shipyard and heavy lift equipment, the year commenced with<br />

poor results as a consequence of working on low-margin projects.<br />

The development during the course of the year has been positive,<br />

including new projects with higher margins. A solid order backlog<br />

and a sustained brisk market form a promising starting point for<br />

2007.<br />

DECK MACHINERY<br />

NOK MILLION <strong>2006</strong> 2005<br />

Turnover 257.4 50.4<br />

EBITDA -4.6 2.5<br />

Order backlog 462.0 366.0<br />

Effective as of 1 October 2005, <strong>TTS</strong> took over Kocks GmbH.<br />

Results for the fourth quarter of 2005 includes a sales profit<br />

(NOK 1.3 million), as well as what turns out to be incorrect<br />

accured income. Accordingly, the quarterly result was not representative<br />

of the underlying operations.<br />

The results for <strong>2006</strong> bear evidence of <strong>TTS</strong> taking over an order<br />

backlog with low margins. Most of the old order backlog will<br />

be out of our books by summer, and we therefore expect an<br />

improvement of operations during the second half of 2007.<br />

The division had a good order intake in <strong>2006</strong>, and accordingly<br />

an improvement in the order backlog. The market outlook remains<br />

positive, with opportunities for growth, particularly in China.<br />

Organisation<br />

ORGANISATION AND ENVIRONMENT<br />

The number of employees in the <strong>TTS</strong> <strong>Group</strong> increased by 62 to<br />

521 during <strong>2006</strong>.<br />

Absence due to sickness was 3.3 percent in <strong>2006</strong>, compared to<br />

2.8 percent in 2005. 10 minor personal injuries were reported<br />

during the year, compared to two in the previous year. Measures<br />

were taken to improve this negative trend. The working environment<br />

and employee relations are considered to be good and continuous<br />

improvements are being implemented.<br />

As a global group with companies in ten countries, there is a<br />

continuous focus on joining the companies, corporate cultures<br />

and environments together. In this context, “The Spirit of <strong>TTS</strong>”<br />

has played a key role throughout 2005 and <strong>2006</strong>. Through a process<br />

involving all companies and divisions, we have examined and<br />

established our core values, integrity, openness, loyalty and initiative.<br />

Our core values shall influence <strong>TTS</strong>’s activities, so that they<br />

contribute to cooperation and progress for each and every one in<br />

the <strong>TTS</strong> <strong>Group</strong>.<br />

40<br />

A key area for continuous improvement is work within Health<br />

Environment and Safty (HES). In <strong>2006</strong>, <strong>TTS</strong> established a HES<br />

handbook to act as a guideline for all employees of the <strong>TTS</strong> <strong>Group</strong>.<br />

Quality at all levels is fundamental to our ability to deliver products<br />

and services of a quality that builds confidence in <strong>TTS</strong>. A quality<br />

control process is one of the measures used, and our aim is for all<br />

<strong>TTS</strong> companies to be ISO certified in the course of 2007. <strong>TTS</strong><br />

Marine Shanghai Co. Ltd. in China, <strong>TTS</strong> Liftec Oy in Finland and<br />

<strong>TTS</strong> Port Equipment AB in Sweden were certified in <strong>2006</strong>.<br />

The <strong>TTS</strong> <strong>Group</strong>’s activities are primarily related to <strong>eng</strong>ineering,<br />

assembly and testing of equipment. Steel production is carried out<br />

by a network of international subcontractors. The company does<br />

not pollute the external environment. In addition, assembly and<br />

testing of <strong>TTS</strong> products is based on a very limited use of chemicals<br />

harmful to human health or to the environment.<br />

The products supplied by <strong>TTS</strong> are primarily electro-hydraulically<br />

powered, and there is little risk of environmental pollution.<br />

The <strong>TTS</strong> <strong>Group</strong>’s operations are not regulated by licenses or regulatory<br />

orders.<br />

EQUAL OPPORTUNITIES<br />

<strong>TTS</strong> aims to ensure equal working conditions, equal opportunities<br />

and equal treatment regardless of gender, religion or ethnic background.<br />

The aim is equal treatment of all with regard to recruitment,<br />

remuneration and promotion.<br />

<strong>TTS</strong> has 521 employees, with a main emphasis on <strong>eng</strong>ineering<br />

expertise. Women are typically underrepresented in this business;<br />

of the total workforce, 106 (20.3 percent) are women. Of these<br />

women, 60 hold positions within administration, finance or sales<br />

and marketing, giving 43/57 distribution of women and men within<br />

these functions.<br />

There are a total of two women out of the four shareholderelected<br />

board members on the Board of <strong>TTS</strong> Marine <strong>ASA</strong>, in<br />

addition to two employee representatives who are both men.<br />

NEW MANAGERS IN <strong>2006</strong><br />

Stellan Bernsro (46) was appointed Divisional Director for Dry<br />

Cargo Handling Division in <strong>2006</strong>. Bernsro took over as Managing<br />

Director of <strong>TTS</strong> Ships Equipment AB in Gothenburg Sweden on<br />

1 September 2005. He has been employed in the company since<br />

1996.<br />

Tatu Miikkulainen (43) was appointed new Managing Director<br />

of <strong>TTS</strong> Liftec Oy in Tampere in Finland. Miikkulainen has been<br />

employed in the company since April of 2005.


Torsten Paas (44) was appointed new Managing Director of <strong>TTS</strong><br />

Inc. in Miami in USA. Paas comes from <strong>TTS</strong>-LMG Marine Cranes<br />

GmbH, where he was responsible for after-sales.<br />

Tran Duc Hieu (31) was appointed head of the sales and representative<br />

office in Haiphong in Vietnam. The office opened in<br />

November of <strong>2006</strong>.<br />

Corporate governance<br />

INTRODUCTION<br />

A more detailed account of the applicable principles for corporate<br />

governance is provided later in this report.<br />

NEW BOARD OF DIRECTORS<br />

In accordance with the Annual General Meeting on 30 May <strong>2006</strong>,<br />

the shareholders elected the following members to the Board:<br />

NAME POSITION<br />

Nils O. Aardal (59) Executive Director, J.O. Oddfjell AS<br />

John M. Lunde (63) Managing Director, Risavika Havn AS<br />

Anne Breive (41) Executive Director, Statnett SF<br />

Hilde P. Aarseth Marketing Manager,<br />

Krøgenes (45) Kongsberg Norcontrol IT AS<br />

In accordance with ordinary appointment of two employee representatives<br />

to the Board of <strong>TTS</strong> Marine <strong>ASA</strong>, the following were<br />

elected to the Board in August of <strong>2006</strong>:<br />

NAME COMPANY POSITION<br />

Olav Smeland (32) <strong>TTS</strong> Marine <strong>ASA</strong> Director<br />

Oddmund Hatletun (60) <strong>TTS</strong> Marine <strong>ASA</strong> Director<br />

Mona L. Tellnes <strong>TTS</strong> Marine <strong>ASA</strong> 1st Deputy<br />

Halvorsen (37) Director<br />

Magne Kvamme (46) <strong>TTS</strong> Ships 2nd Deputy<br />

Equipment AS Director<br />

Nils O. Aardal was elected Chairman of the Board.<br />

NOMINATING COMMITTEE<br />

In accordance with the Annual General Meeting on 30 May <strong>2006</strong>,<br />

a nominating committee was appointed with the following<br />

members:<br />

NAME POSITION<br />

Harald Espedal Managing Director, Skagenfondene<br />

Bjørn Sjaastad Managing Director, Frontline Management<br />

Bjørn Olafsson Self-employed<br />

Bjørn Olafsson was elected to chair the committee.<br />

INCREASE OF SHARE CAPITAL<br />

The company’s share capital at the start of the year was NOK<br />

10 058 052 divided into 20 116 104 shares at NOK 0.50 each.<br />

In accordance with the Annual General Meeting’s resolution of<br />

27 May 2004, the Board has issued 300 000 share purchase options.<br />

The last 150 000 options were exercised on 16 May <strong>2006</strong>, at<br />

a price of NOK 14 per share. Correspondingly, in accordance<br />

with the Annual General Meeting’s resolution of 30 June 2005,<br />

the Board had issued 300 000 share purchase options, of which<br />

187 500 were exercised on 24 August <strong>2006</strong> at a price of NOK<br />

26.50 per share.<br />

In accordance with authority granted by the Annual General<br />

Meeting on 30 May <strong>2006</strong>, the Board resolved on 7 December<br />

<strong>2006</strong> to increase the share capital of <strong>TTS</strong> Marine <strong>ASA</strong> by NOK<br />

1 019 650 (9.97 percent), by issuing 2 039 300 shares at a nominal<br />

value of NOK 0.50 per share at a subscription price of NOK<br />

64.50. The purpose of this issue for cash is to further develop the<br />

company through new acquisitions.<br />

The company’s share capital subsequent to the issue and as of<br />

31 December <strong>2006</strong>, was NOK 11 246 452 divided into 22 492 904<br />

shares at NOK 0.50 each.<br />

In the fourth quarter of <strong>2006</strong>, <strong>TTS</strong> purchased 20 000 of its own<br />

shares at an average price of NOK 63,585. In addition to these shares,<br />

the company had a previous shareholding of 58 000 shares. <strong>TTS</strong>’ aim<br />

was to sell these own shares to employees at a discounted rate. The<br />

employees have been given an offer to purchase a maximum of 800<br />

shares at a rate of NOK 46, which represents a discount of 20 percent<br />

compared with the average rate in week 48. 104 employees have<br />

purchased a total of 71 300 shares. <strong>TTS</strong>’ holding of own shares subsequent<br />

to the sale and as per 31 December <strong>2006</strong> was 6 700 shares.<br />

Future prospects<br />

The international shipbuilding industry has experienced four good<br />

years. This has entailed excellent market conditions for ships<br />

equipment, which is <strong>TTS</strong>’ core business. Accordingly, <strong>TTS</strong> noted<br />

a record high order backlog at the end of <strong>2006</strong>; 22 percent higher<br />

than the previous year. Moreover, the high volume of new orders<br />

has continued into the first quarter of 2007.<br />

The market for ships equipment and offshore equipment is<br />

expected to remain brisk over the next 2–3 years, with somewhat<br />

stronger competition in the ships equipment market than in the<br />

offshore market. Correspondingly, good market conditions are<br />

also expected for the products in the Port and Material Handling<br />

Division.<br />

41


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

The brisk market combined with a solid order backlog will yield a<br />

growth in turnover of 20-25 percent in 2007. Operating margins<br />

will also improve in the course of the year.<br />

Allocation of annual profits for <strong>TTS</strong> Marine <strong>ASA</strong><br />

The <strong>TTS</strong> <strong>Group</strong>’s net profit was NOK 60.5 million, and equity<br />

totalled NOK 598.1 million as of 31 December <strong>2006</strong>.<br />

<strong>TTS</strong> Marine <strong>ASA</strong>’s equity as per 31 December <strong>2006</strong> is NOK<br />

543.3 million, with NOK 34.0 million in unrestricted equity after<br />

dividend. The company’s net profit was NOK 50 085 509.<br />

42<br />

Bergen, 29 March 2007<br />

The Board of <strong>TTS</strong> Marine <strong>ASA</strong><br />

The Board proposes the following allocation of <strong>TTS</strong> Marine <strong>ASA</strong>’s<br />

profit for <strong>2006</strong>:<br />

ALLOCATION OF PROFIT:<br />

Dividend NOK 22 492 904<br />

Allocated to other reserves NOK 27 592 605<br />

Total allocations NOK 50 085 509<br />

The Board of <strong>TTS</strong> Marine <strong>ASA</strong> proposes that a dividend of NOK 1<br />

per share is paid for the accounting year <strong>2006</strong>.<br />

Nils Olav Aardal Anne Breive<br />

CHAIRMAN DIRECTOR<br />

Hilde P. Aarseth Krøgenes John M. Lunde<br />

DIRECTOR DIRECTOR<br />

Olav Smeland Oddmund Hatletun<br />

DIRECTOR DIRECTOR<br />

Johannes D. Neteland<br />

PRESIDENT & CEO


Profit and loss account<br />

<strong>TTS</strong> GROUP<br />

1 JANUARY - 31 DECEMBER<br />

(AMOUNTS IN NOK 1000) IFRS IFRS IFRS<br />

<strong>2006</strong> 2005 2004<br />

OPERATING INCOME NOTES<br />

Income from projects 1 1 593 716 1 148 459 785 239<br />

Other operating income 10 314 1 372 935<br />

Total operating income 1 604 030 1 149 831 786 174<br />

OPERATING EXPENSES<br />

Cost of sales 1 111 369 771 519 502 353<br />

Personnel costs 4, 5 254 598 208 858 164 803<br />

Depreciation of tangible fixed assets 6, 7 8 916 7 564 6 066<br />

Other operating costs 18 138 872 101 304 74 989<br />

Losses on accounts receivable 577 952 1 907<br />

Total operating expenses 1 514 333 1 090 196 750 118<br />

Operating profit/loss 89 697 59 635 36 056<br />

FINANCIAL INCOME AND EXPENSES<br />

Income from investments in joint ventures 10 8 448 6 767 2 234<br />

Other interest income 22 3 405 2 314 2 269<br />

Other financial income 22 3 914 1 646 119<br />

Other interest expenses 22 15 391 9 633 7 436<br />

Other financial expenses 22 5 582 4 431 1 992<br />

Net financial items (5 206) (3 338) (4 805)<br />

Profit/loss before tax 84 492 56 297 31 251<br />

Tax 14 24 010 16 059 9 621<br />

Net profit for the year 60 481 40 239 21 630<br />

Earnings per share (NOK) 23 2.92 2.19 1.44<br />

Diluted earnings per share (NOK) 23 2.91 2.18 1.42<br />

43


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Balance<br />

<strong>TTS</strong> GROUP<br />

ASSETS<br />

(AMOUNTS IN NOK 1000) IFRS IFRS<br />

31.12.06 31.12.05<br />

Fixed assets NOTES<br />

Deferred tax assets 14 35 538 30 546<br />

INTANGIBLE FIXED ASSETS<br />

Research and development 7 20 084 10 045<br />

Licences, patents, etc. 7 1 119 959<br />

Goodwill 7 307 780 301 956<br />

Total intangible fixed assets 328 983 312 961<br />

TANGIBLE FIXED ASSETS<br />

Land etc. 8 739 693<br />

Buildings 8 11 778 11 583<br />

Machinery and vehicles 8 6 819 7 347<br />

Furniture and office equipment 8 14 705 14 161<br />

Total tangible fixed assets 34 042 33 785<br />

FIXED ASSET INVESTMENTS<br />

Investments in joint ventures 10 36 701 30 999<br />

Loans to associated companies 26 5 456 1 639<br />

Investments in shares and units 8 13 550 13 550<br />

Other receivables 26 6 726 6 149<br />

Total fixed asset investments 62 433 52 337<br />

Total fixed assets 460 996 429 629<br />

Current assets<br />

Inventories 3 77 306 68 706<br />

Work in progress 3 11 844 3 745<br />

ACCOUNTS RECEIVABLE<br />

Receivables from customers 11 241 835 168 004<br />

Other receivables 47 128 46 185<br />

Accrued, non-invoiced production 2 455 225 288 480<br />

Financial derivatives 20 17 305 9 300<br />

Prepayments to suppliers 2 84 559 70 925<br />

Total receivables 846 051 582 894<br />

Bank deposits, cash in hand, etc. 15 236 934 97 811<br />

Total current assets 1 172 135 753 157<br />

Total assets 1 633 130 1 182 786<br />

44


EQUITY AND LIABILITIES<br />

(AMOUNTS IN NOK 1000) IFRS IFRS<br />

31.12.06 31.12.05<br />

EQUITY NOTES<br />

Share capital 16 11 246 10 058<br />

Company’s own shares 16 (3) (4)<br />

Share premium reserve 16 318 550 284 761<br />

Other equity 16 268 268 100 117<br />

Total equity 598 062 394 932<br />

LIABILITIES<br />

PROVISIONS FOR LIABILITIES AND CHARGES<br />

Pension obligations 5 2 171 3 437<br />

Deferred tax 14 19 609 15 276<br />

Total provisions for liabilities and charges 21 780 18 713<br />

OTHER LONG-TERM LIABILITIES<br />

Debt to financial institutions 12, 13 174 855 58 566<br />

Total other long-term liabilities 174 855 58 566<br />

CURRENT LIABILITIES<br />

Debt to credit institutions 13, 15 36 650 138 435<br />

Payables to suppliers 160 486 150 497<br />

Tax payable 14 8 215 10 297<br />

Unpaid government taxes 13 257 13 226<br />

Prepayments from customers 2 220 307 90 509<br />

Non-invoiced production costs, suppliers 2 203 120 140 562<br />

Financial derivatives 20 14 530 9 688<br />

Other current liabilities 17, 21 181 869 157 360<br />

Total current liabilities 838 434 710 574<br />

Total liabilities 1 035 069 787 854<br />

Total equity and liabilities 1 633 130 1 182 786<br />

Bergen, 29 March 2007<br />

The Board of <strong>TTS</strong> Marine <strong>ASA</strong><br />

Nils Olav Aardal Anne Breive Hilde P. Aarseth Krøgenes John M. Lunde<br />

CHAIRMAN DIRECTOR DIRECTOR DIRECTOR<br />

Olav Smedal Oddmund Hatletun Johannes D. Neteland<br />

DIRECTOR DIRECTOR PRESIDENT & CEO<br />

45


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Consolidated equity statement<br />

<strong>TTS</strong> GROUP<br />

(IFRS)<br />

Share<br />

Share Own premium- Other<br />

(AMOUNTS IN NOK 1000) NOTES capital shares reserve equity Total<br />

Equity as of 1 January 2005 8 157 -14 193 010 59 755 260 908<br />

Company’s own shares 0 10 0 586 596<br />

New issue 16 1 901 0 94 384 0 96 285<br />

New issue expenses 16 0 0 -2 633 0 -2 633<br />

Currency differences 25 0 0 0 -463 -463<br />

Net profit for the year 0 0 0 40 239 40 239<br />

Equity as of 31 December 2005 10 058 -4 284 761 100 117 394 932<br />

Depreciation of share premium account 0 0 -100 000 100 000 0<br />

Company’s own share 0 1 0 627 628<br />

New issue 16 1 188 0 137 415 0 138 604<br />

New issue expenses 16 0 0 -4 604 0 -4 604<br />

Opsions cost 25 0 0 0 7 043 7 043<br />

Currency differences 16 0 0 978 0 978<br />

Net profit for the year 0 0 0 60 481 60 481<br />

Equity as of 31 December <strong>2006</strong> 11 246 -3 318 550 268 268 598 062<br />

46


Cash flow statement<br />

<strong>TTS</strong> GROUP<br />

1 JANUARY - 31 DECEMBER<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005 2004<br />

Cash flow from operations<br />

Net profit for the year 84 492 56 297 31 251<br />

Tax paid during the period -26 751 -13 670 -8 991<br />

Depreciation 8 916 7 564 6 066<br />

Gains/losses on the sale of tangible fixed assets -351 -1 471 0<br />

Net change in project accruals 11 331 -135 344 -43 164<br />

Interest cost 15 391 9 633 7 436<br />

Profit attributable to associated companies -8 448 -6 767 -2 234<br />

Foreign currency gains/losses on loans -7 531 5 264 7 860<br />

Difference between pension charges and payments to/from pension schemes -1 266 -2 263 -1 102<br />

Inventories, customer receivables and payables to suppliers -79 895 83 339 27 468<br />

Other receivables and other short-term liabilities 5 043 -72 337 -17 480<br />

Net cash flow from operations 931 -69 755 7 110<br />

Cash flow from investments<br />

Acquisition of subsidiaries (less cash balances in subsidiaries) -3 109 -44 632 -22 715<br />

Receipts from sale of fixed assets 461 2 656 401<br />

Disbursements for acquisition of tangible fixed assets -7 715 -16 124 -37 719<br />

Acquisition of intangible fixed assets 0 -748 0<br />

Payments on other claims (loans) -577 -191 -81<br />

Dividends received 0 0 0<br />

Net cash flow from investments -10 940 -59 039 -60 114<br />

Cash flow from financing<br />

Receipts from new short-term/long-term debt 146 033 51 522 31 543<br />

Disbursements for repayment of short-term/long-term debt -14 383 -12 708 0<br />

Net change in bank overdraft -117 146 39 962 -10 264<br />

Paid-in equity 134 628 94 855 22 095<br />

Net cash flow from financing 149 132 173 631 43 374<br />

Net change in cash and cash equivalents 139 123 44 837 -9 630<br />

Cash and cash equivalents at the start of the period 97 811 52 974 62 604<br />

Cash and cash equivalents at the end of the period 236 934 97 811 52 974<br />

This consists of:<br />

Bank deposits etc. 236 934 97 811 52 974<br />

47


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Consolidated Accounts<br />

<strong>TTS</strong> GROUP<br />

NOTES TO THE ACCOUNTS<br />

1. General information<br />

<strong>TTS</strong> Marine <strong>ASA</strong> (the company) and its subsidiaries (the entire group)<br />

are an international group that develops and delivers marine equipment.<br />

The operations are organised into the following divisions: Dry Cargo<br />

Handling, Marine Cranes, Port and Material Handling and Deck<br />

Machinery. <strong>TTS</strong> is the world’s second largest supplier in its market<br />

segments. <strong>TTS</strong> Marine <strong>ASA</strong> is registered and domiciled in Norway,<br />

and the head office is located in Bergen. The group has companies in<br />

Norway, Sweden, Germany, Finland, China, USA, the Czech Republic<br />

and Italy, as well as offices in Korea. The company is listed on the<br />

Oslo Stock Exchange. This consolidated accounts were approved by<br />

the Board on 29 March 2007.<br />

Structural changes<br />

<strong>TTS</strong> Marine <strong>ASA</strong> acquired 100 per cent of the shares in <strong>TTS</strong> Marine S.r.l<br />

in Genoa, Italy. The comparative figures have not been changed as<br />

a result of the acquistion. The company was acquired at a price of<br />

NOK 4 million, with a turnover in <strong>2006</strong> of NOK 5 million.<br />

2. Accounting principles<br />

The most important accounting principles applied in the preparation<br />

of the consolidated accounts are described below. These principles have<br />

been applied identically to all the periods that are presented unless<br />

otherwise stated in the description.<br />

2.1 Basic principles<br />

The consolidated accounts have been prepared in accordance with the<br />

International Financial Reporting Standard (IFRS) as stipulated by the<br />

EU. Voluntary standards and interpretations as of 31 December <strong>2006</strong><br />

have not been implemented.<br />

The figures for 2004 have been restated to comply with IFRS. This<br />

entails that the formal opening balance sheet in accordance with IFRS<br />

is as of 1 January 2004.<br />

The consolidated accounts have been prepared based on the historical<br />

cost principle, except: financial derivatives and financial assets and<br />

liabilities that are measured at fair value over the profit and loss<br />

account.<br />

The preparation of accounts in accordance with IFRS requires the use<br />

of estimates. In addition, the application of the company’s accounting<br />

principles requires that the management exercise judgement. Areas<br />

that contain a high degree of such discretionary assessments, or a high<br />

degree of complexity, or areas where the assumptions and estimates<br />

are of significance to the consolidated accounts are described in<br />

Article 4.<br />

Additionally other new standards and interpretations of <strong>2006</strong> has been<br />

evaluated but are not relevant for the group. This is changes in IAS 19,<br />

IAS 21, IAS 39, IFRS 6 and IFRIC 5, 6, 7, 8, 9, 10, 11 and 12.<br />

48<br />

2.2 Consolidation principles<br />

(A) SUBSIDIARIES<br />

Subsidiaries are all the units where the group has a controlling influence<br />

over the unit’s financial and operational strategy, normally through ownership<br />

of more than half of the voting capital. Subsidiaries are consolidated<br />

from the point in time when control is transferred to the group and eliminated<br />

from consolidation when such control ends.<br />

The purchase method of accounting is used for the acquisition of subsidiaries.<br />

The historical acquisition cost is measured as the fair value of the<br />

compensation. Identifiable assets acquired and liabilities assumed are<br />

recorded at fair value at the time of the acquisition in the accounts. The<br />

portion of the historical cost that exceeds the fair value of identifiable net<br />

assets in the subsidiary is recognised on the balance sheet as goodwill.<br />

All intragroup transactions, outstanding accounts and unrealised gains<br />

between group companies are eliminated. The accounting principles in<br />

subsidiaries are changed as required to achieve compliance with the<br />

group’s accounting principles.<br />

(B) JOINT VENTURES<br />

Joint ventures are units where the group has a controlling influence<br />

together with other parties, but not alone. Investments in joint ventures<br />

are recorded in the accounts in accordance with the equity method.<br />

Investments in joint ventures companies are recorded in the accounts at<br />

the historical cost at the time of acquisition and include goodwill (which<br />

is reduced by any subsequent write-downs) (see Article 2.6).<br />

The group’s share of the profit or loss in joint ventures is recognised<br />

in the profit and loss account and added to the book value of the<br />

investments together with the share of equity changes not recognised<br />

in the profit and loss account. The group does not recognise its share<br />

of the losses in the profit and loss account if this entails that the book<br />

value of the investment becomes negative (including unsecured claims<br />

against the unit), unless the group has assumed liabilities or granted<br />

guarantees for the associated company’s liabilities.<br />

The group’s share of unrealised gains on transactions between the<br />

group and its associated companies are eliminated. The same applies to<br />

unrealised losses unless the transaction indicates a write-down of the<br />

asset transferred. The accounting principles in subsidiaries have been<br />

changed as required to achieve compliance with the group’s accounting<br />

principles.<br />

2.3 Segment information<br />

A business segment is a portion of the business operations that delivers<br />

products or services that are subject to a risk and return that are distinct<br />

from that of other business areas. The group’s primary reporting<br />

format is business segment. A geographic market (segment) is a portion<br />

of the business operations that delivers products or services within a<br />

limited geographic area that are subject to a risk and return that are


distinct from that of other geographic markets. The secondary reporting<br />

segment is geographical segment.<br />

2.4 Foreign currency translation<br />

(A) FUNCTIONAL AND PRESENTATION CURRENCIES<br />

The accounts of the individual units in the group are measured in the<br />

currency that is used primarily in the economic area where the unit operates<br />

(functional currency). The consolidated accounts are presented in<br />

Norwegian kroner (NOK), which is both the functional and presentation<br />

currency for the parent company.<br />

(B) TRANSACTIONS AND BALANCE SHEET ITEMS<br />

Transactions involving foreign currencies are translated into the functional<br />

currency using the exchange rates that are in effect at the time of<br />

the transactions. Foreign currency gains and losses that arise from the<br />

payment of such transactions and the translation of monetary items<br />

(assets and liabilities) in foreign currencies at the rates in effect on the<br />

date of the balance sheet are recognised in the profit and loss account.<br />

(C) GROUP COMPANIES<br />

The profit and loss account and balance sheet for group units with<br />

a functional currency different than the presentation currency are<br />

translated as follows:<br />

i. balance sheet is translated at the closing rate on the date of<br />

the balance sheet<br />

ii. profit and loss account is translated at the average rate during<br />

the year<br />

iii. translation differences are entered directly against equity and<br />

specified separately<br />

Goodwill associated with the acquisition of a foreign unit are allocated<br />

to the acquired unit and translated at the rate in effect on the date of<br />

the balance sheet. This is for acquisitions from 2004 and later.<br />

2.5 Tangible fixed assets<br />

Tangible fixed assets are recorded in the accounts at historical cost less<br />

depreciation. The historical cost includes the costs directly related to<br />

the acquisition of the fixed asset.<br />

Subsequent expenses are added to the value of the fixed asset on the<br />

balance sheet or recorded separately on the balance sheet, when it is<br />

probable that the future economic benefits associated with the expense<br />

will accrue to the group and the expense can be measured reliably.<br />

Other repair and maintenance costs are recorded in the profit and loss<br />

account in the period when the expenses are incurred.<br />

Land is not depreciated. Other fixed assets are depreciated based on<br />

the straight-line method, so that the historical cost of the fixed asset is<br />

depreciated to the residual value over the expected time of use.<br />

Buildings 50 years<br />

Machinery and vehicles 3-5 years<br />

Fixtures/office equipment 5 years<br />

Computer equipment 3 years<br />

Depreciation is recognised on a separate line in the profit and loss<br />

account.<br />

When the book value of the fixed asset is higher than the estimated<br />

recoverable amount, the value is written down to the recoverable<br />

amount.<br />

Gains and losses on disposals are recognised in the profit and loss account<br />

and represent the difference between the sales price and book value.<br />

The need for deprecication is taken into continious evaluation.<br />

2.6 Intangible fixed assets<br />

(A) GOODWILL<br />

Goodwill is the difference between the historical cost of the acquisition<br />

of a business and the fair value of the group’s share of the net identifiable<br />

assets in the business at the time of the acquisition. Goodwill<br />

from the acquisition of subsidiaries is classified as an intangible fixed<br />

asset. Goodwill associated with the acquisition of an interest in joint<br />

ventures is included in the investments in joint ventures. Goodwill is<br />

tested annually for impairment in value and recorded on the balance<br />

sheet at historical cost less write-downs. The write-down of goodwill is<br />

not reversed.<br />

In assessing whether there is a need to write down goodwill, it is allocated<br />

to the relevant cash-generating units. This allocation is made to<br />

the cash-generating units or groups of cash-generating units that are<br />

expected to benefit from the acquisition.<br />

(B) PATENTS, TECHNOLOGY AND DEVELOPMENT<br />

Patents/technology have a limited useful life and are recorded at historical<br />

cost on the balance sheet less depreciation. Patents/technology are<br />

depreciated by the straight-line method over their expected useful life<br />

(0 to 5 years).<br />

Development costs associated with market surveys, market development<br />

and the development of new products are normally charged against<br />

operating income as they are incurred. Order-related development<br />

is charged directly to the projects. Projects that satisfy the requirements<br />

are recorded on the balance sheet, cf. Note 8. In such cases the development<br />

costs are depreciated over their expected useful life (0 to 5 years).<br />

Depreciation is recognised on a separate line in the profit and loss<br />

account.<br />

2.7 Financial assets<br />

The group classifies financial assets into the following categories:<br />

(a) loans and receivables<br />

(b) investments in shares (assets available for sale)<br />

This classification is dependent on the purpose of the asset. The<br />

management classifies financial assets when they are acquired and<br />

reassesses the classification on each reporting date.<br />

(A) LOANS AND OTHER RECEIVABLES<br />

Loans and receivables are classified as current assets unless they<br />

mature later than 12 months after the date of the balance sheet.<br />

In this case they are classified as fixed assets. Loans and other are<br />

assessed to nominal value reduced by a provision for bad debt.<br />

(B) INVESTMENTS IN SHARES (ASSETS AVAILABLE FOR SALE)<br />

Investments in shares are included in the fixed assets unless the<br />

management intends to sell the investment within 12 months from the<br />

date of the balance sheet.<br />

Investments are assessed at fair value on balance day. Possible changes<br />

in fair value are entered directly against equity.<br />

By possible sale are or written downs the entire value adjustment<br />

entered against equity is recognised in the profit and loss account as<br />

a gain or loss from investments in securities.<br />

49


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

2.8 Leases<br />

Leases of property, plant and equipment where the <strong>Group</strong> has substantially<br />

all the risks and rewards of ownership, are classified as finance<br />

leases. Finance leases are capitalized at the inception of the lease at<br />

the lower of the fair value of the leased property or the present value<br />

of the minimum lease payments. Lease payments are apportioned<br />

between the finance charges and reduction of the lease liability.<br />

Property, plant and equipment acquired under finance leases are<br />

depreciated over the shorter of the useful life of the asset or the lease<br />

term.<br />

Leases where a significant portion of the risks and rewards of ownership<br />

are retained by the lessor are classified as operating leases.<br />

Payment made under operating leases is charged to the income<br />

statement on a straight-line basis over the period of the lease.<br />

2.9 Derivatives and hedging<br />

According to approved instructions, derivatives are effected for income<br />

from delivery contracts when signing the contract. This is also current<br />

for some larger subcontracts. Derivatives are recorded on the balance<br />

sheet at fair value at the point in time when the derivative contract is<br />

entered into and then at fair value on an ongoing basis.<br />

The group only enters into derivates that qualifies for fair value hedging.<br />

At the start of the hedging transaction the group documents the<br />

relationship between the hedging instruments and hedging objects.<br />

The purpose of the risk management and strategy behind the various<br />

hedging transactions is assessed on an ongoing basis and laid down in<br />

the group’s strategy. The group also documents whether the derivatives<br />

that are used are effective in offsetting changes in the fair value or<br />

cash flows associated with the hedging objects.<br />

The fair value of derivatives used for hedging is specified in Note 22.<br />

Changes in the fair value of the derivatives are entered over the profit<br />

and loss account together with the change in the fair value related<br />

to associate with the respective hedged asset or liability.<br />

The results are booked as operating income when securing income of<br />

contracts, and as operating cost when securing cost of contracts.<br />

2.10 Inventories<br />

Inventories are valued at the lower of historical cost or net realisable<br />

value. The historical cost is calculated by means of the first-in, first-out<br />

principle (FIFO). For finished goods and work in progress, the historical<br />

cost consists of the product design expenses, consumption of materials,<br />

direct wage costs, other direct costs, and indirect production costs<br />

(based on a normal capacity level). Loan costs are not included.<br />

2.11 Receivables from customers<br />

Receivables from customers are recognised initially at fair value on the<br />

balance sheet, that is nominal value. For subsequent measurement<br />

receivables from customers are assessed at nominal value less provisions<br />

for losses that have incurred. Provisions for losses are recognised when<br />

there are objective indicators that the group will not receive settlement<br />

in accordance with the original terms. Changes in the provisions are<br />

recognised in the profit and loss account as losses on accounts receivable.<br />

Receivables in foreign currency are converted to NOK at the exchange<br />

rate on the balance sheet date.<br />

50<br />

2.12 Bank deposit and cash<br />

Bank deposits in foreign currency are converted to NOK at the exchange<br />

rate on the balance sheet date.<br />

2.13 Share capital and premium<br />

Ordinary shares are classified as equity.<br />

Expenses that are directly attributable to the issuance of new shares or<br />

options are entered against the equity as a reduction in the proceeds.<br />

When the company’s own shares are purchased, the consideration, is<br />

entered as a reduction of the equity (attributable to the company’s shareholders).<br />

If the company’s own shares are subsequently sold or reissued,<br />

the proceeds are entered as an increase in the equity attributable to the<br />

company’s shareholders.<br />

2.14 Loans<br />

Loans are recorded at their fair value when they are disbursed, less any<br />

transaction costs. In subsequent periods, loans are recorded at their<br />

amortised cost, as calculated by means of the effective interest rate.<br />

The difference between the loan amount disbursed (less transaction<br />

costs) and the redemption value are recognised in the profit and loss<br />

account over the term of the loan.<br />

Loans are classified as current liabilities unless there is an unconditional<br />

right to postpone payment of the debt by more than 12 months from<br />

the date of the balance sheet. The next years payment is classified as<br />

short term debt.<br />

2.15 Taxes<br />

Tax in the profit and loss account encompasses both the tax payable<br />

for the period and the change in deferred tax.<br />

Deferred tax is calculated for all the temporary differences between the<br />

financial and tax values of assets and liabilities and tax losses carry<br />

forward. Temporary differences are only offset for the Norwegian companies<br />

in the group. Deferred tax is determined by means of the tax<br />

rates and tax laws that have been adopted or essentially adopted on<br />

the date of the balance sheet, which are assumed to apply when the<br />

deferred tax asset is realised or when the deferred tax is settled.<br />

Deferred tax assets are recognised on the balance sheet provided future<br />

taxable income is probable and the temporary differences can be offset<br />

against this income.<br />

Deferred taxes are not calculated based on temporary differences from<br />

investments in subsidiaries and associated companies when the group<br />

controls the timing for the reversal of the temporary differences and it<br />

is probable that they will not be reversed in the foreseeable future.<br />

2.16 Pension obligations, bonus schemes and other<br />

compensation schemes for employees<br />

(C) PENSION OBLIGATIONS<br />

The companies in the group have different pension schemes. The pension<br />

schemes are financed in general by payments to insurance companies<br />

or pension funds, as determined by periodic actuarial calculations.<br />

The group has both defined contribution and defined benefit plans.<br />

A defined contribution plan is a pension scheme in which the group<br />

pays fixed contributions to a separate legal entity. The group does not<br />

have any legal or other obligation to pay additional contributions if this<br />

unit does not have sufficient funds to pay all employees benefits


elating to their service in current and prior periods. A defined benefit<br />

plan is a pension scheme that is not a defined contribution plan.<br />

For defined contribution plans, the group pays contributions to publicly<br />

or privately administered pension insurance plans on a mandatory,<br />

contractual or voluntary basis. The group does not have any further<br />

payment obligations after the contributions have been paid. The contributions<br />

are recorded as a payroll expense in the accounts as they<br />

fall due. Contributions paid in advance are recognised as an asset<br />

in the accounts if the contribution can be refunded or reduce future<br />

payments.<br />

A defined benefit plan is typically a pension scheme that defines the<br />

pension payments employees will receive when they retire. Pension<br />

payments are normally dependent on one or more factors such as age,<br />

years of service for the company and salary level.<br />

The liability recorded on the balance sheet relating to defined benefit<br />

plans is the net present value of the defined benefits on the date of<br />

the balance sheet less the fair value of the pension assets, adjusted for<br />

unrecognised estimate deviations and costs relating to pension benefits<br />

earned from prior periods. The pension obligation is calculated annually<br />

by an independent actuary on the basis of a linear model. The net<br />

present value of the defined benefits is determined by discounting the<br />

estimated future payments at the interest rate for a bond issued by<br />

a company with high creditworthiness in the same currency as the<br />

benefits will be paid with a term that is approximately the same as<br />

the term of the associated pension obligation.<br />

Estimate deviations due to new information or changes in the actuarial<br />

assumptions in excess of 10 per cent of the value of the pension<br />

assets or 10 per cent of the pension obligations will be recorded in<br />

the profit and loss account over a period that corresponds to the<br />

employees’ expected average remaining service lifetime.<br />

Changes in the pension plan’s benefits are entered as an expense or<br />

income on a current basis in the profit and loss account, unless the<br />

rights in accordance with the new pension plan are contingent on the<br />

employee remaining in service for a specified period of time (accrual<br />

period). In this case the cost related to the change in benefits is amortised<br />

linearly over the accrual period.<br />

The employer’s share of National Insurance contributions are charged<br />

against income based on the pension premiums paid, as well as the<br />

accrued change in the net pension obligation.<br />

(D) EMPLOYEE OPTIONS<br />

In accordance with authorities granted by the Annual General Meeting,<br />

the management of the company has been granted options to purchase<br />

shares in the parent company. The fair value of allotted options is<br />

calculated as part of the salary cost with a corresponding increase<br />

in equity. The fair value is measured on the date of allotment and<br />

distributed over the intervals till the employee has worked up an<br />

unconditional right to exercise the options. The option premium is<br />

estimated on the date of allotment using the Black & Sholes option<br />

pricing model. Ref. note 16<br />

(E) GROUP BONUSES<br />

The group records a liability and a cost for any group bonuses. Whether<br />

the bonus shall be calculated and paid and the size of the bonus is<br />

dependent on the profit for the year. The bonus is paid to all of the<br />

employees in the following year.<br />

2.17 Provisions<br />

The group recognises provisions for restructuring, legal requirements,<br />

etc., when there is a legal or self-imposed obligation to do so as a<br />

result of earlier events, there is a preponderance of evidence that the<br />

obligation will be settled by a transfer of economic resources, and the<br />

size of the obligation can be estimated with an adequate degree of<br />

reliability.<br />

The group recognises provisions for expected guarantee liabilities based<br />

on experience. Additionally the group recognises provisions for remaining<br />

work or claims from the customer regarding long-term construction<br />

contracts.<br />

2.18 Recognition of income<br />

Income from the sale of goods and services is assessed at the net fair<br />

value after the deduction of value added tax and possible rebates.<br />

The group’s income is related to long-term construction contracts,<br />

service contracts and after-sales.<br />

Income connected to long-term construction contacts is posted according<br />

to the degree of completion of each project; see further information<br />

under Article 2.19. The group’s products are often sold with a warranty<br />

period +/- 2 years. See also note 14.<br />

Income connected to service contracts and after-sales is recognised in<br />

the period it is accrued, i.e. when the risk and control has passed to the<br />

buyer. Intragroup income is eliminated.<br />

Interest income is recognised in the profit and loss account over time<br />

in accordance with the effective interest method.<br />

If receivables are written down, the book value of the receivables are<br />

reduced to the recoverable amount.<br />

2.19 Construction contracts<br />

Revenue from long-term manufacturing projects is allocated in step with<br />

the degree of progress of the project, if the outcome of the transaction<br />

can be estimated in a reiable manner. Progress is measured as accrued<br />

hours in comparison to total estimated hours, when relable estimates<br />

are available. When the outcome of the transaction cannot be reliably<br />

estimated, only the revenue corresponding to accrued project costs will<br />

be entered as income. In the period where it is identified that a project<br />

will give a negative outcome, the estimated deficit on the contract will<br />

be fully allocated.<br />

Costs relating to manufacturing projects are allocated in step with the<br />

degree of progress on a level with the revenue. In the event that a major<br />

discrepancy between what is considered as actual progress and budgeted<br />

costs based on calculated degree of completion, the degree of competition<br />

will be adjusted so that it to a greater extent will correspond to the<br />

actual progress of the manufacturing project.<br />

Upon establishing accrued costs for manufacturing contracts, purchasing<br />

relating to future activities of a contract will not be taken into account.<br />

The purchases/costs are posted as goods, advance payments or other<br />

liquid assets depending of type of costs.<br />

Incurred costs and income received related to all construction contracts<br />

in progress, where the incurred costs and income recognised (less<br />

recognised losses) exceed the payments on account invoiced, will be<br />

recorded on the balance sheet as an asset. The asset is classified as<br />

accrued, non-invoiced production.<br />

51


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

If the payments on account invoiced for all the construction contracts in<br />

progress exceed the incurred costs and income recognised (less losses)<br />

this is presented as prepayments received from customers under<br />

Prepayments from customers.<br />

2.20 Cash flow statement<br />

The cash flow statement has been prepared based on the indirect<br />

method.<br />

3. Financial risk management<br />

The group’s activities entail different types of financial risk, market risk<br />

(including foreign currency risk, fair value interest risk and price risk),<br />

credit risk, liquidity risk and floating interest rate risk. The group’s overall<br />

risk management plan focuses on the unpredictability of the capital<br />

markets and attempts to minimise the potential negative effects on the<br />

group’s financial results. The group uses financial derivatives to hedge<br />

against certain risks.<br />

The group has a decentralised structure with operative follow-up in the<br />

various business units, in which the guidelines for overall management<br />

of financial risk are adopted by the Board. This applies to areas such<br />

as foreign currency risk, interest rate risk, credit risk and the use of<br />

financial derivatives.<br />

(A) FOREIGN CURRENCY RISK<br />

The foreign currency risk is related essentially to supply contracts that<br />

entail income and costs in a foreign currency. When a contract is<br />

signed currency shall be sold or purchased forward to reduce the foreign<br />

currency risk in cash flows denominated in foreign currencies in<br />

accordance with the guidelines. In a production process based on<br />

the use of an international network of subcontractors, purchases can<br />

also be optimised with regard to the foreign currency situation.<br />

(B) INTEREST RATE RISK<br />

The group’s interest-bearing debt is based on a floating interest rate.<br />

Any deviation from this shall be approved by the Board. The group’s<br />

financial items are invested in bank deposits and not in liquid papers<br />

unless this has been approved by the Board.<br />

(C) CREDIT RISK<br />

The credit risk due to commercial contracts is managed by the various<br />

business units.<br />

4. Important accounting estimates and discretionary<br />

assessments<br />

Estimates and discretionary assessments are assessed continuously and<br />

based on historical experience and other factors, including expectations<br />

of future events that are regarded as probable under the current circumstances.<br />

The group prepares estimates and makes assumptions concerning the<br />

future. The accounting estimates that are made as a result of this will<br />

rarely coincide in full with the final outcome. Estimates and assumptions/prerequisites<br />

that represent a significant risk of major changes in<br />

the book value of assets and liabilities during the next financial year<br />

are discussed below.<br />

52<br />

(A) ESTIMATED IMPAIRMENT IN VALUE OF GOODWILL<br />

The group performs annual tests to assess whether the value of goodwill<br />

is impaired, cf. Article 2.6. The recoverable amount from cashgenerating<br />

units is determined by calculation of the utility value. These<br />

calculations require the use of estimates (Note 7).<br />

(B) FAIR VALUE OF SHARES<br />

The fair value of shares that are not traded in an active market (such<br />

as unlisted derivatives) is determined by means of various valuation<br />

methods. The group assesses and selects the methods and prerequisites<br />

that are based primarily on the market conditions on the date of the<br />

balance sheet.<br />

(C) CLAIMS AND SUPPLEMENTARY WORK OF CONSTRUCTION<br />

CONTRACTS<br />

The group recognizes provisions regarding claims from customers in<br />

connection with delivery of construction contracts and possible supplementary<br />

work due to proved weakness in the delivery of product. The<br />

management estimates the determination of the value of the allocation.<br />

(D) RECOGNITION OF INCOME<br />

Income from the sale of good/services is recognised in accordance with<br />

the percentage of completion method. This method requires that the<br />

group make discretionary assessments concerning what percentage of<br />

the total goods/services have been delivered on the date of the balance<br />

sheet.<br />

(E) WARRANTY LIABILITY<br />

The group offers a warranty period of +/- 2 years on its deliveries. The<br />

management estimates provisions for future warranty liabilities based<br />

on information on historical warranty claims, together with information<br />

that indicates that the information on earlier expenses may be different<br />

from future liabilities. Factors that can influence the estimated liabilities<br />

include the outcome of productivity and quality initiatives, as well as<br />

the price of spare parts and labour costs.


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Notes<br />

<strong>TTS</strong> GROUP<br />

Note 1 Segment information<br />

(AMOUNTS IN NOK 1000)<br />

PRIMARY REPORTING FORMAT – BUSINESS SEGMENTS<br />

The <strong>TTS</strong> Marine <strong>ASA</strong> <strong>Group</strong> is divided into four strategic business units that are organised and<br />

managed separately. The various business segments sell various products aimed at different<br />

customer groups with different risk profiles.<br />

The group is divided into the following business segments:<br />

DCH: Dry Cargo Handling<br />

MC: Marine Cranes<br />

PMH: Port and Material Handling<br />

DM: Deck Machinery<br />

Others: Corporate and others<br />

KEY PROFIT FIGURES<br />

MC DCH PMH DM Others Total<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Turnover 439 668 308 792 728 200 649 194 178 760 140 731 257 402 50374 0 559 1 604 030 1 149 831<br />

Earnings before depreciation 13 485 189 80 286 61 437 12 637 7 030 -4 633 2 496 -3 162 -3 953 98 613 67 199<br />

Depreciation -4 438 -4 010 -2 139 -1 968 -709 -860 -1 539 -331 -92 -395 -8 916 -7 564<br />

Operating profit/loss 9 047 -3 821 78 147 59 469 11 928 6 170 -6 172 2 165 -3 254 -4 348 89 697 59 635<br />

Income form joint ventures -458 -772 9 693 7 084 0 0 -787 455 0 0 8 448 6 767<br />

Net financial items -11 338 -8 044 306 1 698 -1 398 -2876 -1092 -590 -131 -293 -13 653 -10 105<br />

Pre-tax profit/loss -2 749 -12 637 88 146 68 251 10 530 3 294 -8 051 2 030 -3 385 -4 641 84 492 56 297<br />

SEGMENT LIABILITIES AND ASSETS AS OF 31 DECEMBER AND INVESTMENT EXPENSES:<br />

MC DCH PMH DM Others Total<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Assets 727 373 558 176 580 043 392 522 158 012 104 898 125 652 90 670 5 350 5 520 1 596 429 1 151 787<br />

Associated companies 7 631 8 454 23 910 16 428 0 0 5 160 6 118 0 0 36 701 30 999<br />

Total assets 735 004 566 630 603 953 408 950 158 012 104 898 130 812 96 858 5 350 5 520 1 633 130 1 182 786<br />

Liabilities 329 162 305 816 467 971 318 403 115 032 79 076 117 934 79 399 4 970 5 159 1 035 069 787 854<br />

Investment expenses 5 114 52 574 6 082 3 154 9 190 1 648 2 314 11 421 0 0 22 700 68 797<br />

Intragroup transactions are eliminated within the individual segments.<br />

Transactions and transfers between the various segments are at normal terms that would have been the same between independent parties.<br />

SECONDARY REPORTING FORMAT – GEOGRAPHICAL SEGMENTS<br />

The group’s activities are distributed primarily in the following regions:<br />

Scandinavia<br />

Rest of Europe<br />

Asia<br />

Rest of World<br />

Sales revenues <strong>2006</strong> 2005<br />

Scandinavia 119 030 135 260<br />

Rest of Europe 855 835 576 479<br />

Asia 562 670 370 664<br />

Rest of World 66 496 67 428<br />

1 604 030 1 149 831<br />

Sales are allocated based on the customer’s home country.<br />

Segment assets <strong>2006</strong> 2005<br />

Scandinavia 1 095 556 792 913<br />

Rest of Europe 493 066 357 309<br />

Asia 41 957 31 221<br />

Rest of World 2 552 1 343<br />

1 633 130 1 182 786<br />

Assets are based on where the assets are located.<br />

Investment expenses <strong>2006</strong> 2005<br />

Scandinavia 14 658 55 746<br />

Rest of Europe 7 208 13 041<br />

Asia 827 0<br />

Rest of World 7 10<br />

22 700 68 797<br />

Investment expenses are based on where the assets are located.<br />

53


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 2 Construction contracts<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Income based on contracts 1 593 716 1 148 459<br />

Items on the balance sheet related to construction contracts<br />

Current assets<br />

Completed production 775 620 522 899<br />

Invoiced production 320 395 234 420<br />

Accrued, non-invoiced production 455 225 288 479<br />

Prepayments to suppliers 84 559 70 925<br />

Total current assets 539 784 359 404<br />

Current liabilities<br />

Completed production 275 020 181 314<br />

Invoiced production 495 327 271 825<br />

Prepayments from customers -220 307 -90 511<br />

Non-invoiced production cost, suppliers -203 120 -140 562<br />

Total current liabilities -423 426 -231 073<br />

Note 3 Inventories<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Inventories (gross) 85 743 76 300<br />

Non-current iventories -8 437 -7 595<br />

Total inventories 77 306 68 705<br />

Work in progress 11 844 3 745<br />

Book value of inventories pledged as security for liabilities 26 223 25 870<br />

Note 4 Payroll expenses, number of employees, other remunerations, loans to employees, etc.<br />

(AMOUNTS IN NOK 1000)<br />

Payroll expenses <strong>2006</strong> 2005 2004<br />

Salaries 194 782 156 145 124 108<br />

Employer’s social security contributione 28 615 25 970 21 329<br />

Defined benefit pension costs 5 003 4 354 3 723<br />

Defined contribution pension costs 17 268 10 778 8 704<br />

Other benefits 8 930 11 610 6 939<br />

Total payroll expenses 254 598 208 857 164 803<br />

Number of employees as of 31 December 521 459 347<br />

Number of employees in the group increased by 62 from 2005 to <strong>2006</strong>. The acquisition of new companies increased the number of employees by 1.<br />

Remuneration to board members <strong>2006</strong><br />

Nils Aardal (Board Chairman from 30.05.06) 268<br />

Einar Pedersen (Board Chairman to 30.05.06) 129<br />

Anne Breive 170<br />

Hilde P. AA. Krøgenes 170<br />

John M. Lunde 170<br />

Olav Smeland (from August <strong>2006</strong>) 21<br />

Mona L. Tellnes Halvorsen (to August <strong>2006</strong>) 47<br />

Oddmund Hatletun 50<br />

Nomination committee remuneration<br />

<strong>TTS</strong>’s nominations committee comprises the following members: Bjørn Olafsson (Chairman), Bjørn Sjaastad and Harald Espedal.<br />

Proposed remuneration <strong>2006</strong> is TNOK 30. for the chairman and TNOK 20 to members, a total of TNOK 70.<br />

54


STATEMENT REGARDING THE STIPULATION OF REMUNERATION AND OTHER BENEFITS FOR THE PRESIDENT & CEO AND OTHER EXECUTIVES<br />

The remuneration policy of <strong>TTS</strong> Marina <strong>ASA</strong> is based on offering the group management competitive conditions.<br />

The level of remuneration shall reflect that the company is a listed company focusing internationally.<br />

The annual remuneration is based on the group management taking part in the company’s results, and in the added value for the shareholders<br />

through increased company value.<br />

Remuneration consists of three main components; base salary, bonus and a share option program.<br />

Bonus is determined on the basis of target results. In certain circumstances where change and development are of a decisive nature, the bonus<br />

is further based on specific development targets. Bonus targets are revisited annually.<br />

The maximum bonus is one year’s base salary for the President & CEO, and up to 50 percent for other executives.<br />

Since 1998, a share option program has been active for the group management of <strong>TTS</strong>; the goal being that the group management shall have<br />

the same incentive as the shareholders in respect of increasing company value over time. The Annual General Meeting has each year given<br />

the Board authority to establish share option programs with a two year term. Redemption price equals market price on allotment.<br />

First exercise is 50 percent after one year. Thereafter 12.5 percent per quarter, in addition to share options that have not been previously exercised.<br />

Share options may not be exercised subsequent to the second anniversary.<br />

The group pension scheme in Norway is based on approximately 65 percent of base salary at the age of 67, limited to a maximum of 12G.<br />

For employees abroad, the schemes prevailing in the respective companies where they are employed apply<br />

The period of notice is 6 months with a severance pay from 6 to 24 months, period of notice inclusive.<br />

The share option program is conditional upon the Annual General Meeting’s approval, based on the Board being granted authority to make such<br />

allotments. The President & CEO’s remuneration is determined by the Board of <strong>TTS</strong> Marine <strong>ASA</strong>.<br />

With respect to other executives, their remuneration is determined by the boards of the respective subsidiaries / President & CEO.<br />

REMUNERATION AND OTHER BENEFITS FOR THE PRESIDENT & CEO AND OTHER EXECUTIVES<br />

Name Position Remuneration Other Bonus Share- Pension<br />

benefits paid options Total benefits<br />

Johannes D. Neteland President & CEO 1 456 151 680 2 341 4 627 632<br />

Olav Bruåsdal Financial Director 984 17 191 936 2 128 247<br />

Ivar K. Hanson Man. Director MC 1 095 107 160 936 2 298 62<br />

Hans-Jan Erstad Manager HR-IT-QA 641 102 4 936 1 683 119<br />

Göran K. Johansson Man. Director PMH 1 395 14 581 936 2 927 482<br />

Stellan Bernsro Man. Director DCH 922 15 0 0 937 275<br />

Edgar Bethmann Man. Director DM 1 186 142 0 0 1 328 121<br />

Remuneration Taxable remuneration<br />

Other benefits Free car, life insurance, telephone, newspapers etc.<br />

Bonus paid Bonus paid in current year<br />

Share options Difference between market price and exercise price<br />

Total Total taxable remuneration<br />

The pension premium for the President & CEO is based on pension payments of approximately 65 percent of his base salary from the age of 67,<br />

for the CFO approximately 65 percent of a maximum of 12G. In addition, an early retirement scheme from the age of 60 that pays approximately<br />

60 percent of base salary is established. With effect from 2007, the group pension scheme will be based on approximately 65 percent of base salary<br />

at the age of 67, limited to a maximum of 12G. Additional pension benefits will be adjusted similar to other benefits.<br />

The period of notice for the President & CEO is 6 months, with a severance pay of 24 months, period of notice inclusive, and from 6 to 24 months<br />

for other group executives.<br />

AUDITOR FEES<br />

<strong>2006</strong> 2005<br />

Statutory auditing 1 871 1 778<br />

Other assistance including tax consulting 693 480<br />

Total 2 564 2 258<br />

Other assistance in <strong>2006</strong> includes TNOK 385 to Due Diligence that was interupted.<br />

55


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 5 Pensions<br />

(AMOUNTS IN NOK 1000)<br />

The Norwegian companies in the group have defined benefit pension schemes that entitle the employees to defined future pension benefits dependent<br />

on the number of years of service, salary level, retirement age and National Insurance benefits received. The pension scheme includes 168 persons as<br />

of 31 December <strong>2006</strong>. The group’s obligations are covered primarily by an insurance company.<br />

The companies outside Norway have pension plans according to local practice and legislation. These are not defined benefits plans, and not entered into<br />

the balance sheet.<br />

The net pension obligations based on the assumptions as of 31 December <strong>2006</strong> recorded on the balance sheet are determined as follows:<br />

<strong>2006</strong> 2005<br />

Insured Uninsured Total Insured Uninsured Total<br />

Market value of pension funds 44 994 0 44 994 43 613 0 43 613<br />

- Net present value of accrued pension obligations -50 872 -1692 -52 564 -50 654 -1 112 -51 765<br />

+ Unrecognised estimate changes and deviations 5 279 222 5 501 5 337 82 5 419<br />

- Accrued employer’s share of NI contributions 0 103 103 558 145 703<br />

= Net pension obligation -599 -1 573 -2 171 -2 262 -1 175 -3 436<br />

Net pension costs are determined as follows: <strong>2006</strong> 2005<br />

Insured Uninsured Total Insured Uninsured Total<br />

Net present value of current year’s<br />

pension benefits accrued 3 861 240 4 101 3 649 218 3 867<br />

+ Interest payable on pension obligations 2 403 56 2 459 2 415 41 2 456<br />

- Expected return on pension funds -2 623 0 -2 623 -2 519 0 -2 519<br />

+ Recognised estimate changes and deviations 963 0 963 450 1 451<br />

+ Change in employer’s share of NI contributions 79 24 103 77 22 99<br />

= Total costs, including payroll expenses 4 683 320 5 003 4 072 282 4 354<br />

Change in book value of funds: <strong>2006</strong> 2005<br />

Book value as of 1 January -3 436 -5 701<br />

- Costs recognised during the year (see above) 5 003 4 354<br />

+/- Pension payments and payment of pension premiums 6 267 6 618<br />

= Book value as of 31 December. -2 171 -3 437<br />

The following economic assumptions have been made for<br />

calculation of the pension obligations: <strong>2006</strong> 2005<br />

31.12. 1.1. 31.12. 1.1.<br />

Return on pension funds 5.40 % 5.50 % 5.50 % 6.00 %<br />

Discount rate 4.35 % 4.50 % 4.50 % 5.00 %<br />

Annual wage inflation 4.50 % 3.00 % 3.00 % 3.00 %<br />

Annual adjustment of the basic National Insurance amount (G) 4.25 % 2.00 % 2.00 % 2.00 %<br />

Annual adjustment of pensions being paid out 1.65 % 2.00 % 2.00 % 2.00 %<br />

Voluntary retirement 10.00 % 10.00 % 10.00 % 10.00 %<br />

Withdrawal tendency for early retirement (AFP) 45.00 % 45.00 % 45.00 % 45.00 %<br />

Employer’s share of National Insurance contributions 14.10 % 14.10 % 14.10 % 14.10 %<br />

56


Note 6 Tangible fixed assets<br />

(AMOUNTS IN NOK 1000)<br />

Machinery<br />

Furniture<br />

and office Computer<br />

Land Buildings and vehicles equipment equipment Total<br />

AS OF 1 JANUARY 2005<br />

Historical cost as of 1 January 180 4 582 19 888 7 086 25 886 57 622<br />

Accumulated depreciation as of 1 January 0 -1 194 -14 981 -5 519 -21 143 -42 837<br />

Book value as of 1 January 180 3 388 4 907 1 567 4 743 14 785<br />

2005 FINANCIAL YEAR<br />

Book value as of 1 January 180 3 388 4 907 1 567 4 743 14 785<br />

Exchange differences 0 0 -674 935 498 759<br />

Additions during the year 513 8 431 4 979 916 12 272 27 111<br />

Disposals during the year 0 0 -544 -500 -857 -1 901<br />

Depreciation for the year 0 -235 -1 321 -786 -4 625 -6 967<br />

Book value as of 31 December 693 11 584 7 347 2 132 12 031 33 787<br />

AS OF 31 DECEMBER 2005<br />

Historical cost as of 31 December 693 13 013 23 649 8 437 37 799 83 591<br />

Accumulated depreciation as of 31 December 0 -1 429 -16 302 -6 305 -25 768 -49 804<br />

Book value as of 31 December 693 11 584 7 347 2 132 12 031 33 787<br />

<strong>2006</strong> FINANCIAL YEAR<br />

Book value as of 1 January 693 11 584 7 347 2 132 12 031 33 787<br />

Exchange differences 46 -594 -431 500 1 580 1 101<br />

Additions during the year 0 1 404 2 623 970 3 043 8 040<br />

Disposals during the year 0 0 -210 0 -263 -473<br />

Depreciation for the year 0 -616 -2 509 -521 -4 768 -8 414<br />

Book value as of 31 December 739 11 778 6 819 3 081 11 624 34 042<br />

AS OF 31 DECEMBER <strong>2006</strong><br />

Historical cost as of 1 January 739 13 823 25 630 9 907 42 160 92 260<br />

Accumulated depreciation as of 1 January 0 -2 045 -18 811 -6 826 -30 536 -58 218<br />

Book value as of 1 January 739 11 778 6 819 3 081 11 624 34 042<br />

Property in the Norwegian companies has been pledged as security for long-term and short-term debt to credit institutions, see Note 13.<br />

PART OF FIXED ASSETS THAT ARE LEASED:<br />

Machinery<br />

Furniture<br />

and office<br />

and vehicles equipment<br />

2005 FINANCIAL YEAR<br />

Book value as of 1 January 900 9 800<br />

Depreciation for the year -100 -2 800<br />

Book value as of 31 December 800 7 000<br />

<strong>2006</strong> FINANCIAL YEAR<br />

Book value as of 1 January 800 7 000<br />

Depreciation for the year -100 -2 800<br />

Book value as of 31 December 700 4 200<br />

57


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 7 Intangible fixed assets<br />

(AMOUNTS IN NOK 1000)<br />

R&D, Patents,<br />

Licences 1) Goodwill 2) Sum<br />

AS OF 1 JANUARY 2005<br />

Historical cost as of 1 January 13 791 285 133 298 924<br />

Accumulated depreciation as of 1 January -4 390 -22 081 -26 471<br />

Book value as of 1 January 9 401 263 052 272 453<br />

2005 FINANCIAL YEAR<br />

Book value as of 1 January 9 401 263 052 272 453<br />

Exchange differences -548 2 283 1 735<br />

Additions during the year - developed by the companies 2 748 0 2 748<br />

Acquisition of subsidiaries 0 36 621 36 621<br />

Disposals during the year 0 0 0<br />

Depreciation for the year -597 0 -597<br />

Book value as of 31 December 11 004 301 956 312 960<br />

AS OF 31 DECEMBER 2005<br />

Historical cost as of 31 December 15 991 324 037 340 028<br />

Accumulated depreciation as of 31 December -4 987 -22 081 -27 068<br />

Book value as of 31 December 11 004 301 956 312 960<br />

<strong>2006</strong> FINANCIAL YEAR<br />

Book value as of 1 January 11 004 301 956 312 960<br />

Exchange differences -922 2 819 1 897<br />

Additions during the year - developed by the companies 11 623 0 11 623<br />

Acquisition of subsidiaries 3) 0 3 004 3 004<br />

Disposals during the year 0 0 0<br />

Depreciation for the year -503 0 -503<br />

Book value as of 31 December 21 203 307 780 328 983<br />

AS OF 31 DECEMBER <strong>2006</strong><br />

Historical cost as of 1 January 26 692 329 861 356 554<br />

Accumulated depreciation as of 1 January -5 490 -22 081 -27 571<br />

Book value as of 1 January 21 203 307 780 328 983<br />

1) BOOKED VALUTE R&D, PATENTS AND LICENCES AS OF 31 DECEMBER <strong>2006</strong>:<br />

Technology for Container Terminals 5 000<br />

EU project, development of a Terminal System 9 763<br />

Development costs in BoHai, China 4 530<br />

Others 1 910<br />

Total 21 203<br />

58<br />

Item consists of: The development project, Technology for Container Terminals, represents a new business area with a potential for long-term commerical<br />

value. The project costs of NOK 5 000 000 have been capitalised in an amount corresponding to the Norwegian Industrial and Regional Development<br />

Fund (SND) risk loan linked to this project. If the project does not generate any commercially feasible results, the loan can be forgiven, and the profit and<br />

loss account or balance sheet will not be affected as a result of this at the time of the decision. See further information i note 8. <strong>TTS</strong> Ships Equipment AB<br />

has capitalised TNOK 9 763 related to development of a ”Terminal System”. <strong>TTS</strong> Marine <strong>ASA</strong> has capitalised TNOK 4 530 related to development costs<br />

concerning activity in China.<br />

2) A SUMMARY OF THE GOODWILL ALLOCATION AT THE SEGMENT LEVEL IS AS FOLLOWS:<br />

<strong>2006</strong> 2005<br />

MC DCH PMH Others DM Total MC DCH PMH Others DM Total<br />

Scandinavia 24 292 156 424 3 718 0 0 184 434 24 293 156 424 3 470 0 0 184 187<br />

Rest of Europe 28 339 22 819 35 423 34 712 0 121 293 28 340 20 530 33 822 33 646 0 116 338<br />

Asia 2 053 0 0 0 0 2 053 2 053 0 0 0 0 2 053<br />

Rest of world 0 0 0 0 0 0 0 0 0 0 0 0<br />

Sum 54 684 179 243 39 141 34 712 0 307 780 54 686 176 954 37 292 33 646 0 302 578<br />

ASSESSMENT OF WRITE-DOWN REQUIREMENTS:<br />

<strong>TTS</strong> has defined four cash-generating units that are in accordance with the definition of the company’s divisions. The value of various cash-generating<br />

units has been assessed as of 31 December <strong>2006</strong>, and no grounds have been identified for the write-down of goodwill in any of the units.<br />

The testing of value in the divisions is based on the utilitarian value and discounted cash flows based on the budget and forecasts for the years 2007<br />

to 2008. <strong>TTS</strong> has a good level of orders in hand and expected growth in the aforementioned period. The discount rate is 10 per cent before tax.<br />

The terminal value is based on the same discount rate with a growth rate equal to inflation.<br />

3) ACQUISTION OF SUBSIDIARIES<br />

The company was acquired at a price of NOK 4 million, with a turnover in <strong>2006</strong> of NOK 5 million.


Note 8 Shares in other companies<br />

(AMOUNTS IN NOK 1000)<br />

Ownership Historical Book<br />

interest cost value<br />

FIXED ASSETS<br />

Shin Young Heavy industry 13.4 % 222 222<br />

FastShip Inc.* 6.7 % 13 326 13 326<br />

Other 2 2<br />

Total shares in other companies 13 550 13 550<br />

Shares in other companies are defined as available-for-sale.<br />

*) In the balance sheet as of 31 December the company has recorded 615 156 shares in FastShip Inc (FSI) at a book value of NOK 13.3 million.<br />

In addition, three convertible loans have been recorded at NOK 5.8 million, which corresponds to 408 257 shares. Shares and convertible loans<br />

have been recorded at USD 2.8 and USD 2.04 per share, respectively, which corresponds to an average of USD 2.5 per share. <strong>TTS</strong> has been involved<br />

in the FastShip project since 1996. Provided the project is realised, <strong>TTS</strong> will through patented technology get contracts of a total value over<br />

MNOK 1.000. If the FSI project is not realised, and <strong>TTS</strong> must write off NOK 19.2 million, the equity will be reduced with the total amount.<br />

The write off will not affect the liquidity. See also the discussion in the Directors’ Report.<br />

Note 9 Subsidiaries<br />

(AMOUNTS IN NOK 1000)<br />

The following subsidiaries are included in the consolidated accounts:<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

Acquisition Ownership Voting<br />

Subsidiaries Registered office date interest share<br />

<strong>TTS</strong> Handling Systems AS Drøbak, Norway 1994 100 % 100 %<br />

<strong>TTS</strong> Ships Equipment AS Bergen, Norway 1996 100 % 100 %<br />

Norlift AS Bergen, Norway 1994 100 % 100 %<br />

Hydralift Marine AS Kristiansand, Norway 2003 100 % 100 %<br />

<strong>TTS</strong> Ships Equipment AB Gothenburg, Sweden 2002 100 % 100 %<br />

<strong>TTS</strong> Marine Shanghai Co Ltd Shanghai, China 2002 100 % 100 %<br />

<strong>TTS</strong> Marine Cranes AS Bergen, Norway <strong>2006</strong> 100 % 100 %<br />

Associated company<br />

<strong>TTS</strong> BoHai Machinery Co., Ltd Dalian, China 2005 50 % 50 %<br />

<strong>TTS</strong> SHIPS EQUIPMENT AB HAS THE FOLLOWING INVESTMENTS:<br />

<strong>TTS</strong> Ships Equipment GmbH Bremen, Germany 1997 100 % 100 %<br />

<strong>TTS</strong> Marine Inc. Virginia, USA 1994 100 % 100 %<br />

<strong>TTS</strong> Hua Hai AB* Gothenburg, Sweden 2002 100 % 100 %<br />

<strong>TTS</strong> Liftec Oy Tampere, Finland 2004 100 % 100 %<br />

<strong>TTS</strong> Port Equipment AB Gothenburg, Sweden 2005 100 % 100 %<br />

<strong>TTS</strong> Marine S.r.l Genoa, Italy <strong>2006</strong> 100 % 100 %<br />

Associated company<br />

<strong>TTS</strong> Hua Hai Ships Equipment Co Ltd Shanghai, China 2002 50 % 50 %<br />

<strong>TTS</strong> SHIPS EQUIPMENT GMBH HAS THE FOLLOWING INVESTMENTS:<br />

<strong>TTS</strong>-LMG Marine Cranes GmbH Lübeck, Germany 2004 100 % 100 %<br />

<strong>TTS</strong> Kocks GmbH Bremen, Germany 2005 100 % 100 %<br />

<strong>TTS</strong> KOCKS GMBH HAS THE FOLLOWING INVESTMENTS:<br />

<strong>TTS</strong> Kocks Ostrava s.r.o Ostrava, Czech Republic 2005 100 % 100 %<br />

Associated company<br />

<strong>TTS</strong> Kocks GmbH Korea Co. Ltd Korea 2005 50 % 50 %<br />

Companies are accounted for in accordance with the equity method.<br />

*) The subsidiary <strong>TTS</strong> Hua Hai AB is not consolidated while it is an integrated part of joint venture <strong>TTS</strong> Hua Hai.<br />

Profit after taxes is included as income from investments in joint ventures. The profit in <strong>TTS</strong> Hua Hai AB in <strong>2006</strong><br />

was TNOK 1 382 with a turnover of TNOK 118 518.<br />

59


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 10 Investments in joint ventures<br />

(AMOUNTS IN NOK 1000)<br />

Investments are accounted for in accordance with the equity method<br />

THE GROUP HAS THE FOLLOWING INVESTMENTS IN JOINT VENTURES:<br />

Company Registered office Acquisition date Ownership interest Voting share<br />

<strong>TTS</strong> Hua Hai Ships Equipment Co., Ltd Shanghai, China 2002 50 % 50 %<br />

<strong>TTS</strong> BoHai Machinery Co., Ltd Dalian, China 2005 50 % 50 %<br />

<strong>TTS</strong> Kocks GmbH Korea Co. Ltd Korea 2005 50 % 50 %<br />

INTERESTS IN JOINT VENTURES<br />

<strong>TTS</strong> Kocks Ltd <strong>TTS</strong> Bohai <strong>TTS</strong> Hua Hai<br />

GmbH Korea Co. Machinery Co., Ltd Ships Equipment Total<br />

Opening balance 1 January 6 118 8 454 16 428 30 999<br />

Acquisition/Start-up of the company 0 0 0<br />

Share of profit/loss -787 -458 9 693 8 448<br />

Dividends 0 0 -2 460 -2 460<br />

Forgiveness of debt 0 0 0 0<br />

Effect of foreign currencies -171 -364 250 -286<br />

Disposal of shares in associated companies 0 0 0 0<br />

Closing balance 31 December 5 160 7 631 23 910 36 701<br />

There are no contingent liabilities related to the group’s shares in joint ventures, and no contingent<br />

liabilities in the joint ventures themselves.<br />

GROUP’S SHARE OF THE PROFIT/LOSS, ASSETS AND LIABILITIES AS OF 31 DECEMBER <strong>2006</strong><br />

Assets Liabilities Income Profit/Loss<br />

<strong>TTS</strong> Hua Hai Ships Equipment Co., Ltd 70 006 46 096 155 810 9 693<br />

<strong>TTS</strong> Bohai Machinery Co., Ltd 19 821 12 190 12 851 -458<br />

<strong>TTS</strong> Kocks GmbH Korea Co. Ltd 34 057 28 897 43 296 -787<br />

Total 173 884 87 182 211 957 8 448<br />

Note 11 Customer and other receivables<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Receivables from customers 244 841 171 554<br />

Write-down for losses incurred on receivables from customers -3 006 -3 550<br />

Net receivables from customers 241 835 168 004<br />

RECEIVABLES THAT MATURE AFTER MORE THAN ONE YEAR<br />

Other receivables 5 997 5 997<br />

Total 5 997 5 997<br />

Among the receivables that mature after more than one year, <strong>TTS</strong> Marine <strong>ASA</strong> has a convertible loan of NOK 5 830 000 related to FastShip Inc.,<br />

see Note 8.<br />

There are no credit risk concentrations within the receivables from customers since the group has many customers distributed throughout<br />

a number of countries.<br />

60


Note 12 Long-term liabilities<br />

(AMOUNTS IN NOK 1000)<br />

REPAYMENT PROFILE AND MATURITY<br />

Balance as of 2012<br />

31 December <strong>2006</strong> 2007 2008 2009 2010 2011 and later<br />

Leasing debt 5 619 2 253 2 253 713 100 100 200<br />

Long-term liabilities 197 269 25 779 21 022 120 764 19 181 10 523 0<br />

first year of long-term debt instalments -28 032 0 0 0 0 0 0<br />

Total debt to credit institutions 174 855 174 855 151 580 30 103 10 822 143 200<br />

SPECIFICATION OF LOANS<br />

Foreign Nominal Instalment Book value Book value<br />

Type of loan currency interest rate Maturity terms <strong>2006</strong> 2005<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

Nordea Mortgage loan NOK Nibor+1.35 % 2011 4 per year 32 150 39 290<br />

Nordea Mortgage loan NOK Nibor+1.35 % <strong>2006</strong> 4 per year 0 450<br />

Nordea Mortgage loan NOK Nibor+1.35 % 2009 4 per year 100 000 0<br />

Elcon Finans Other long-term NOK 5.30 % 2009 12 per year 214 286<br />

Norfund Mortgage loan NOK 5.39 % 2011 4 per year 9 048 10 000<br />

SG Finans Other long-term NOK 5.50 % 2008 12 per year 4 918 7 070<br />

<strong>TTS</strong> SHIPS EQUIPMENT AS<br />

SkandiaBanken Other long-term NOK 4.50 % 2008 12 per year 701 801<br />

<strong>TTS</strong> HANDLING SYSTEMS AS<br />

Innovasjon Norge Mortgage loan NOK 6.50 % 2009 4 per year 4 613 4 613<br />

<strong>TTS</strong> LIFTEC OY<br />

Sampo Bank Mortgage loan EUR 2 % 2008 4 per year 1 915 4 238<br />

<strong>TTS</strong> LMG MARINE CRANES GMBH<br />

HypoVereinsbank Mortgage loan EUR Euribor+1.275 % 2007 4 per year 3 295 6 388<br />

<strong>TTS</strong> SHIPS EQUIPMENT GMBH<br />

Nordea Mortgage loan EUR Euribor+1.275 % 2011 4 per year 35 217 0<br />

<strong>TTS</strong> KOCKS GMBH<br />

HypoVereinsbank Mortgage loan EUR Euribor+1.275 % 2011 4 per year 10 816 0<br />

Total 202 887 73 136<br />

Book value of the group’s long-term loans in different currencies is as follows:<br />

<strong>2006</strong> 2005<br />

NOK 151 643 62 510<br />

EUR 51 244 10 626<br />

Total 202 887 73 136<br />

See Note 13 for security for long-term debt.<br />

61


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 13 Assets pledged as security and guarantees<br />

(AMOUNTS IN NOK 1000)<br />

The credit agreement for <strong>TTS</strong> Marine <strong>ASA</strong> in Norway was established (50/50) with Nordea Norge <strong>ASA</strong> (Nordea) and Sparebanken Vest<br />

(SparebankenVest), and Nordea is the agent. As security for the company’s participation in the cash pool account system and the group’s guarantee<br />

limit system, the following assets in Norway have been pledged as security to Nordea.<br />

<strong>2006</strong> 2005<br />

Secured debt 211 505 197 001<br />

Assets at book value<br />

Customer/intragroup receivables 101 037 81 257<br />

Non-invoiced production 175 530 116 079<br />

Inventories/work in progress 28 933 25 870<br />

Prepayments to suppliers 56 900 37 265<br />

Property 3 380 3 478<br />

Total assets pledged as security 365 781 263 949<br />

In addiation following assets in the group have been pledged as security for garanties and credit agreements:<br />

Total assests pledged as security (book value) 133 100 48 708<br />

Total 498 781 312 657<br />

In addition, leases in Norway including machinery and plant, as well as shares in <strong>TTS</strong> Ships Equipment AB, have also been pledged as security.<br />

The nominal value of the mortgage bond is NOK 200 000 000.<br />

<strong>TTS</strong> KOCKS GMBH<br />

The loan to <strong>TTS</strong> Kocks GmbH at NOK 10.7 million (EUR 1.3 million) has been established with Bayerische Hypo- und Vereinsbank Akti<strong>eng</strong>esellshaft<br />

(HypoVereinsbank) in Germany. The bank has pledge in the company’s customers receivables and inventories, and additionaly a parent company<br />

guarantee from <strong>TTS</strong> Marine <strong>ASA</strong> of NOK 37.1 million (EUR 4.5 million). The assets of the company has a book value of NOK 19.8 million<br />

(EUR 2.4 million).<br />

<strong>TTS</strong>-LMG MARINE CRANES GMBH<br />

The credit agreement for <strong>TTS</strong>-LMG Marine Cranes GmbH has been established with Bayerische Hypo- und Vereinsbank Akti<strong>eng</strong>esellshaft<br />

(HypoVereinsbank) in Germany with a total credit limit including bank guarantees of NOK 41.2 million (EUR 5.0 million) and a drawdown of<br />

NOK 3.3 million (EUR 2.8 million) as of 31 December <strong>2006</strong>. The bank has security in the company’s assets, in addition to a parent company<br />

guarantee from <strong>TTS</strong> Marine <strong>ASA</strong> with a limit of NOK 39.5 million (EUR 4.8 million). The assets of the company has a book value of NOK 92.3 million<br />

(EUR 11.2 million).<br />

<strong>TTS</strong> LIFTEC OY<br />

The credit agreement for <strong>TTS</strong> Liftec Oy has been established with Sampo Pankki Oyi (Sampo Bank) in Finland with a credit limit of NOK 17.3 million<br />

(2.1 million EUR) and a drawdown of NOK 1.6 million (EUR 0.2 million) as of 31 December <strong>2006</strong>. The bank has a parent company guarantee from<br />

<strong>TTS</strong> Marine <strong>ASA</strong> with a limit of NOK 17.3 million (EUR 2.1 million).<br />

<strong>TTS</strong> MARINE SHANGHAI CO. LTD.<br />

The credit agreement for <strong>TTS</strong> Marine Shanghai Co. Ltd. has been established with DnB Bank <strong>ASA</strong>, Shanghai Branch with a credit limit of NOK<br />

82 million (EUR 1 million) and a drawdown of NOK 0 million (EUR 0 million) as of 31 December <strong>2006</strong>. The bank has a parent company guarantee<br />

from <strong>TTS</strong> Marine <strong>ASA</strong> with a limit of NOK 8.2 million (EUR 1 million).<br />

<strong>TTS</strong> KOCKS OSTRAVA s.r.o<br />

The credit agreement for <strong>TTS</strong> Kocks Ostrava s.r.o has been established with Ceska Sporitelna a.s in Check with a credit limit of NOK 8.9 million<br />

(CZK 30 million) and and drawdown of NOK 5.1 million (CZK 17.2 million) as of 31 December <strong>2006</strong>. The bank has security in the company’s assets,<br />

in addition <strong>TTS</strong> Marine <strong>ASA</strong> is co-debtor. The assets of the company has a book value of NOK 20.9 million (CZK 69.7 million).<br />

The group has also undertaken to meet the following financial str<strong>eng</strong>th requirements for Nordea:<br />

There is a requirement that the equity shall be greater than NOK 350 million at any time. In addition the equity ratio shall be greater than<br />

30 per cent as of 31 December. With equity of NOK 598.1 million and an equity ratio of 36.6 per cent, the group meets these requirements.<br />

GUARANTEE COMMITMENTS, JOINT AND SEVERAL LIABILITY<br />

The companies in Norway, as well as <strong>TTS</strong> Ships Equipment AB and <strong>TTS</strong> Ships Equipment GmbH, participate in a guarantee pool system that covers<br />

payment guarantees, contract guarantees, advance payment guarantees and tax guarantees within a total limit of NOK 100 000 000. As security<br />

for this guarantee pool, the Norwegian companies’ inventories, accounts receivable, leases including machinery and plant and the credit balance on<br />

advance payment accounts have been pledged. The companies in Norway are jointly and severally liable.<br />

Total drawdown in the guarantee pool as of 31 December was NOK 99.270.000 for the group.<br />

62


Note 14 Taxes<br />

(AMOUNTS IN NOK 1000)<br />

Deferred taxes are netted if the group has a legal right to offset deferred tax assets against deferred taxes on the balance sheet and if<br />

the deferred taxes are owed to the same tax authority. The following amounts have been netted:<br />

<strong>2006</strong> 2005<br />

DEFERRED TAX ASSETS:<br />

- Deferred tax assets that reverse after more than 12 months -35 538 -30 546<br />

- Deferred tax assets that reverse within 12 months 0 0<br />

Total recognised deferred tax assets -35 538 -30 546<br />

DEFERRED TAXES:<br />

- Deferred taxes that reverse within 12 months 0 0<br />

Total recognised deferred taxes 19 609 15 276<br />

Net deferred taxes on the balance sheet -15 929 -15 270<br />

Change in recognised deferred taxes: <strong>2006</strong> 2005<br />

Book value as of 1 January -15 270 -6 028<br />

Recognised during the period (see specifications below) -659 -9 242<br />

Tax entered directly against equity 0 0<br />

Book value as of 31 December -15 929 -15 270<br />

Change in deferred tax assets and deferred taxes (without netting within the same tax regime):<br />

1.1.2005 Change 2005 31.12.2005 Change <strong>2006</strong> 31.12.<strong>2006</strong><br />

DEFERRED TAXES<br />

Fixed assets 1 419 689 2 108 -47 2 061<br />

Accounts receivable 161 -161 0 0 0<br />

Construction contracts 32 509 -16 131 16 378 5 494 21 872<br />

Other temporary differences 724 13 759 14 483 2 738 17 221<br />

Total deferred taxes 34 813 -1 844 32 969 8 184 41 153<br />

DEFERRED TAX ASSETS<br />

Accounts receivable 0 -78 -78 -396 -474<br />

Inventories -1 993 -308 -2 301 0 -2 301<br />

Pension funds -655 -307 -962 354 -608<br />

Other provisions for liabilities and charges -1 567 644 -923 -790 -1 713<br />

Total deferred tax assets -4 215 -49 -4 264 -833 -5 097<br />

Net deferred taxes 30 598 -1 893 28 705 7 351 36 056<br />

Tax credit deduction carryforward -6 182 0 -6 182 0 -6 182<br />

Tax allowance carryforward -1 260 0 -1 260 0 -1 260<br />

Tax loss carryforward -30 830 -7 936 -38 766 -8 786 -47 552<br />

Net deferred tax assets -7 674 -9 829 -17 503 -1 435 -18 938<br />

Excess allocation 387 586 973 776 1 749<br />

Unrecognised deferred<br />

tax assets related to allowance 1 260 0 1 260 0 1 260<br />

Net deferred tax assets on the balance sheet -6 027 -9 243 -15 270 -659 -15 929<br />

The deferred tax assets related to tax loss carryforwards are recognised on the balanace sheet when the management believes that<br />

it is probable that the group can apply this against future taxable income.<br />

63


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Specification of differences between the financial profit before tax and the tax basis for the year:<br />

<strong>2006</strong> 2005<br />

Pre-tax profit/loss 84 492 56 297<br />

Permanent differences -1 074 -1 424<br />

Change in the assessment in relation to previous year’s accounts 0 0<br />

Change in temporary profit/loss differences -38 455 -1 973<br />

Application of tax loss carryforward -351 -15 356<br />

Tax basis for the year 44 612 37 544<br />

Breakdown of the tax charge:<br />

Tax payable 1) 24 668 25 301<br />

Effect of too little allocated deferred tax assets 0 0<br />

Effect of foreign exchange fluctuations 0 0<br />

Change in deferred taxes -659 -9 242<br />

Tax charge 24 010 16 059<br />

1 ) Tax payable is related to the foreign subsidiaries’ taxable profit that cannot be offset against the tax loss carryforward in Norway.<br />

Tax payable on the balance sheet: <strong>2006</strong> 2005<br />

Tax payable 24 668 25 301<br />

Prepaid tax in foreign subsidiaries -16 453 -15 004<br />

Too little/much allocated in earlier years 0 0<br />

Tax credit deduction related to dividends 0 0<br />

Tax payable on balance sheet 8 215 10 297<br />

Average tax rate for the group is 28.4 %:<br />

28 % of the profit before tax 23 658 15 763<br />

Too little/much allocated deferred taxes 652 586<br />

Permanent differences, including amortisation of goodwill -301 -290<br />

Estimated tax charge 24 010 16 059<br />

Note 15 Liquid assets/short-term interest-bearing liabilities<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Bank deposits, cash, etc. as of 31 December 236 934 97 811<br />

Deposits(+)/withdrawals(–) in the cash pool account system as of 31 December 85 040 -66 640<br />

Other short-term interest-bearing debt 22 800 -96 100<br />

<strong>TTS</strong> Marine <strong>ASA</strong> administers a cash pool account system. The group has been granted a credit limit for the group of NOK 70 000 000.<br />

The companies that participate in the scheme are jointly and severally liable for the total limit.<br />

Note 16 Share capital and shareholder information<br />

(AMOUNTS IN NOK 1000)<br />

Number of shares as of 31 Dec. Nominal value Book value of share capital<br />

22 492 904 0.50 11 246 452<br />

THE FOLLOWING COMPANIES ARE INCLUDED IN THE <strong>TTS</strong> MARINE GROUP:<br />

Company Owner Ownership interest Share capital Number of shares<br />

Norlift AS (formerly <strong>TTS</strong> Eiendom AS) <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 500 000 500<br />

<strong>TTS</strong> Handling Systems AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 950 000 95 000<br />

<strong>TTS</strong> Ships Equipment AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 2 500 000 2 500<br />

Hydralift Marine AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 100 000 1 000<br />

<strong>TTS</strong> Ships Equipment AB <strong>TTS</strong> Marine <strong>ASA</strong> 100 % SEK 2 000 000 2 000<br />

<strong>TTS</strong> Marine Shanghai Co. Ltd. <strong>TTS</strong> Marine <strong>ASA</strong> 100 % USD 200 000 3 500<br />

<strong>TTS</strong> Ships Equipment GmbH <strong>TTS</strong> Ships Equipment AB 100 % EUR 255 646 5 000<br />

<strong>TTS</strong> Inc. <strong>TTS</strong> Ships Equipment AB 100 % USD 190 000 1 900<br />

<strong>TTS</strong>-LMG Marine Cranes GmbH <strong>TTS</strong> Ships Equipment AB 100 % EUR 25 000 1<br />

<strong>TTS</strong> Liftec Oy <strong>TTS</strong> Ships Equipment AB 100 % EUR 76 500 1 020<br />

<strong>TTS</strong> Port Equipment AB <strong>TTS</strong> Ships Equipment AB 100 % SEK 100 000 1 000<br />

<strong>TTS</strong> Kocks GmbH <strong>TTS</strong> Ships Equipment AB 100 % EUR 1 000 000 1 000<br />

<strong>TTS</strong> Kocks Ostrava s.r.o. <strong>TTS</strong> Ships Equipment AB 100 % EUR 310 291 1 000<br />

<strong>TTS</strong> Marine S.r.l. <strong>TTS</strong> Ships Equipment AB 100 % EUR 10 400 1 000<br />

<strong>TTS</strong> Marine Cranes AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 1 000 000 1 000<br />

64


THE LARGEST SHAREHOLDERS IN <strong>TTS</strong> MARINE <strong>ASA</strong> AS OF 31 DECEMBER <strong>2006</strong> WERE:<br />

FIGURES IN NOK 1000<br />

Shareholder Number of shares Ownership interest Voting share<br />

Skeie <strong>Group</strong> 8 280 000 36.81 % 36.81 %<br />

Morgan Stanley and Co. Intl.Limited 2 575 407 11.45 % 11.45 %<br />

JCE <strong>Group</strong> AB 2 050 000 9.11 % 9.11 %<br />

IF Skadeforsakring AB 1 316 400 5.85 % 5.85 %<br />

Rasmuss<strong>eng</strong>ruppen AS 1 254 000 5.58 % 5.58 %<br />

Bank of New York, Brüssels brance 843 483 3.75 % 3.75 %<br />

Nordea Bank PLC Finland 752 600 3.35 % 3.35 %<br />

Odin Europa SMB 396 400 1.76 % 1.76 %<br />

Verdipapirfond Odin Maritim 370 000 1.64 % 1.64 %<br />

Stichting Shell Pensionfonds 288 256 1.28 % 1.28 %<br />

Stiftelsen Statoils Pensjonskasse 254 600 1.13 % 1.13 %<br />

DnB Nor SMB 222 600 0.99 % 0.99 %<br />

Lectio AS 189 200 0.84 % 0.84 %<br />

JPMorgan Chase Bank 180 000 0.80 % 0.80 %<br />

Vital Forsikring <strong>ASA</strong> 167 343 0.74 % 0.74 %<br />

DFA-Intl. SML CAP VAL PORT 161 700 0.72 % 0.72 %<br />

Arne Ketil Kyrkjebø 154 400 0.69 % 0.69 %<br />

Statoil Forsikring AS 148 050 0.66 % 0.66 %<br />

Goldman Sachs International 130 900 0.58 % 0.58 %<br />

Alden AS 125 800 0.56 % 0.56 %<br />

Total 20 largest shareholders 19 861 139 88.30 % 88.30 %<br />

Total others 2 631 765 11.70 % 11.70 %<br />

Total 22 492 904 100.00 % 100.00 %<br />

Board member Oddmund Hatletun had 1 493 shares and Board member Olav Smeland had 800 shares, while President & CEO Johannes D. Neteland had<br />

82 500 shares and options to purchase 137 500 shares. On 30 May <strong>2006</strong> the Annual General Meeting resolved to grant the Board authority to issue a<br />

maximum of 4 000 000 shares in the event of an acquisition or merger. This authorisation is valid until the Annual General Meeting for <strong>2006</strong>, and no<br />

later than 30 June 2007. As a result of acquisitions completed, a total of 2 039 300 shares were issued as of 7 December <strong>2006</strong>, the same as of 29.03.07.<br />

As of 31 December <strong>2006</strong>, 112 500 options were allotted that can be exercised until 9 June 2007 at a price of NOK 26.5 (from an authorisation for a total<br />

of 300 000 options granted at the Ordindary General Meeting of 9 June 2005). In addition to 340 000 options that can be exercised until 30 May 2008<br />

at a price of NOK 35. (from an authoristion for a total of 340 000 options granted at the Annual General Meeting of 30 May <strong>2006</strong>).<br />

THE DISTRIBUTION OF OPTIONS IS AS FOLLOWS:<br />

No. of No. of<br />

options that options that<br />

can be exercised can be exercised<br />

Name Position Company until 6/09/07 Price until 6/09/07 Price Total<br />

Johannes D. Neteland President & CEO <strong>TTS</strong> Marine <strong>ASA</strong> 37 500 26.50 100 000 35.00 137 500<br />

Olav Bruåsdal Financial director <strong>TTS</strong> Marine <strong>ASA</strong> 15 000 26.50 40 000 35.00 55 000<br />

Hans-Jan Erstad Chief of staff <strong>TTS</strong> Marine <strong>ASA</strong> 15 000 26.50 40 000 35.00 55 000<br />

Göran K. Johansson Division Director <strong>TTS</strong> Port Equipment AB 15 000 26.50 40 000 35.00 55 000<br />

Bjørn O. Hansen Proj. director <strong>TTS</strong> Handling Systems AS 15 000 26.50 0 0 15 000<br />

Ivar K. Hanson Division director <strong>TTS</strong> Marine <strong>ASA</strong> 15 000 26.50 40 000 35.00 55 000<br />

Stellan Bernsro Managing Director <strong>TTS</strong> Ships Equipment AB 0 0 40 000 35.00 40 000<br />

Edgar Bethman Division Director <strong>TTS</strong> Kocks GmbH 0 0 40 000 35.00 40 000<br />

Total number of options to leading employees 112 500 340 000 452 500<br />

Share options exercised in <strong>2006</strong> resulted in the issue of a total of 337 500 shares. 150 000 of these shares were issued at NOK 14 per share, with a<br />

weighted average market price on the date of issue of NOK 37.00 per share. 187 500 shares were issued at NOK 26.50 per share, with a weighted<br />

average market price per share of NOK 45.44 on the date of issue. A resolution was adopted at the Annual General Meeting of 30 May <strong>2006</strong> to<br />

authorise the Board to purchase a maximum of 300 000 of the company’s own shares. This authorisation is valid until the Annual General Meeting<br />

for <strong>2006</strong>, and no later than 30 June 2007. In the period <strong>TTS</strong> has owned maximum 70 000 shares. As of 31 December <strong>2006</strong> the company held 6 700<br />

of its own shares.<br />

In accordance with authorities granted by the Annual General Meeting in 2005 and <strong>2006</strong>, <strong>TTS</strong> has issued share option programmes to the group<br />

management. Through these programmes, <strong>TTS</strong>’ group management have a future right to purchase a number of shares at a strike price equal to the<br />

marked rate on the date that the share purchase programme was initiated. The option premium is estimated on the date of allotment using the Black<br />

& Scholes option pricing model (BS). The options have a maximum term of two years, with a possible first exercise after one year (50 percent), then<br />

(12.5 percent) per quarter, giving a weighted averaged of 15 months maturity which is employed in BS. The option premium is distributed over the<br />

option’s two-year term. Implied volatility is based on a combination of historic data and discretion. For options issued in 2005, a 25 percent volatility<br />

is used (historically 23 percent), and for <strong>2006</strong>, a 30 percent volatility (historically 31.2 percent). For 2005, a risk-free interest rate of 3.0 percent is<br />

used, and for <strong>2006</strong> a rate of 3.5 percent. For <strong>2006</strong>, NOK 978 in option premium is charged as an expense classified as salary in the profit and loss<br />

account. Employers’ national insurance contribution is charged as an expense upon exercise of options. For <strong>2006</strong>, NOK 858 million is charged as an<br />

expense classified as salary in the profit and loss account.<br />

65


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 17 Other short-term liabilities<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Provisions for projects (see note 21) 76 042 75 003<br />

Other current liabilities 105 827 82 357<br />

Total short-term liabilities 181 869 157 360<br />

Note 18 Other operating expenses<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Rent, costs for premises 21 163 18 381<br />

EDP costs 5 868 7 957<br />

Marketing, travel 37 218 24 323<br />

Other 74 621 50 643<br />

Total other operating expenses 138 872 101 304<br />

Note 19 Related parties<br />

All the underlying subsidiaries (Note 9), joint ventures (Note 10), members of the Board (Note 4) and senior management are regarded as related<br />

parties.<br />

The group has carried out various transactions with underlying companies and joint ventures. All the transactions have been carried out at part<br />

of the ordinary operations and at arm’s l<strong>eng</strong>th prices.<br />

Sales: <strong>2006</strong> 2005<br />

Joint ventures 6 831 6 646<br />

Cost of sales:<br />

Joint ventures 112 893 915<br />

Items on the balance sheet related to sales and cost of sales to related parties:<br />

Current assets<br />

Joint ventures 4 323 3 058<br />

Current liabilities<br />

Joint ventures 23 521 980<br />

Loan to related parties<br />

Joint ventures 5 456 1 639<br />

Note 20 Derivatives<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Assets Liabilities Assets Liabilities<br />

Forward currency contracts – fair value hedging 17 305 14 530 9 300 9 688<br />

Derivatives held for trading purposes are classified as current assets or liabilities.<br />

Forward currency contracts<br />

Nominal amount of outstanding forward currency contracts as of 31 December was NOK 900 million.<br />

Derivatives are included in principle at the fair value on the date of entry into the contract. The value is adjusted to fair value in subsequent periods.<br />

<strong>TTS</strong> enters into derivates that qualifies for, and is presented as fair value hedging. Changes in the fair value of the derivates that is identified and<br />

qualifies as fair value hedging, are recognised in the profit and loss account together with changes in the fair value of the asset or liability that<br />

is hedged. The asset or liability that is hedges, is income or cost related to contruction contracts. Hedged asset or liability in balance is booked<br />

as fair value and represent the port of the income or cost that on balance day are not invoiced to the customer or were invoices from suppliers<br />

are not received.<br />

66


Note 21 Other provisions for obligations<br />

(AMOUNTS IN NOK 1000)<br />

Delivered<br />

projects* Guarantees Other Total<br />

1 januar <strong>2006</strong> 75 003 23 655 4 246 102 904<br />

Provisions for the year 14 354 12 810 3 250 30 414<br />

Utilised during the year -13 315 -12 154 -4 246 -29 715<br />

31 desember <strong>2006</strong> 76 042 24 311 3 250 103 603<br />

Classification on the balance sheet <strong>2006</strong> 2005<br />

Current liabilities 103 603 102 904<br />

*) Obligations related to supplementary work and other claims from the customer<br />

Note 22 Financial items and foreign currency gains/losses<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Income from investments in joint ventures 8 448 6 767<br />

Other interest income 3 405 2 314<br />

Interest on bank loans -15 391 -9 633<br />

Net foreign currency gains/losses -1 668 -2 875<br />

Total -5 206 -3 337<br />

FOREIGN CURRENCY GAINS/LOSSES<br />

The foreign currency gains and losses that are recognised in the profit and loss account are as follow:<br />

<strong>2006</strong> 2005<br />

Foreign currency gains 3 914 1 646<br />

Foreign currency losses -5 582 -4 431<br />

Total -1 668 -2 785<br />

Foreign currency gains are included in other financial income in the profit and loss account, and foreign currency losses<br />

are included in other financial expenses.<br />

Note 23 Earnings per share<br />

(AMOUNTS IN NOK 1000)<br />

The earnings per share are calculated by dividing the portion of the net profit for the year that is attributable to the company’s<br />

shareholders with a weighted average of the number of outstanding ordinary shares throughout the year, less the company’s own shares.<br />

<strong>2006</strong> 2005<br />

Net profit for the year attributable to the company’s shareholders 60 481 40 238<br />

Weighted average number of outstanding shares 20 685 18 342<br />

Earnings per share (NOK per share) 2.92 2.19<br />

DILUTED EARNINGS PER SHARE<br />

In calculating the diluted earnings per share, the weighted average of the number of outstanding ordinary<br />

shares adjusted for the effect of the conversion of all the potential shares that can entail dilution is used.<br />

The company has share options where a calculation is made to determine the number of shares that could have been subscribed<br />

for at the market price (calculated at the average share price for the company’s shares throughout the year) based on the<br />

monetary value of the subscription rights for the outstanding share options. The number of shares calculated as explained above<br />

are compared with the number of shares that would have been issued if all the share options were exercised. The difference<br />

is placed in the denominator in the fraction as shares issued without consideration.<br />

<strong>2006</strong> 2005<br />

Profit used to calculate the diluted earnings per share 60 481 40 238<br />

Average number of shares outstanding, ordinary shares 20 685 18 342<br />

Adjustments for share options 130 153<br />

Average number of ord. shares for calculation of diluted earnings per share 20 815 18 495<br />

Diluted earnings per share (NOK per share) 2.91 2.18<br />

67


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 24 Events after the balance sheet day<br />

There has not been any events after balance sheet day that are of any influence of the results presented. Proposed note approved<br />

dividend to shareholders is MNOK 22.5, an amount of NOK 1 per share. In February 2007 <strong>TTS</strong> purchased all the shares in ICD Projects AS<br />

with a total of 6 employees. The company develops and delivers software- and steering systems to offshore handling systems.<br />

The company’s turnover in <strong>2006</strong> was TNOK 8 148.<br />

In March 2007, <strong>TTS</strong> bought up its partner’s 50 per cent share in the manufacturing company in Korea. The company’s turnover in <strong>2006</strong><br />

was TNOK 33 006, with a loss of TNOK 2. Half of this loss is presented as finacial loss.<br />

In March 2007, <strong>TTS</strong> Port Equipment AB acquired technology for port terminal equipment that will further str<strong>eng</strong>then <strong>TTS</strong>’ position<br />

as leading supplier within this segment.<br />

Note 25 Exchange differences<br />

(AMOUNTS IN NOK 1000)<br />

Exchange differences includes differences that as a result of translation of the financial reports of the foreign companies into NOK.<br />

At 01.01.2005 (1 678)<br />

Exchange differences 2005<br />

Corporate companies 1 599<br />

Joint ventures (2 062)<br />

At 31.12.<strong>2006</strong> (2 141)<br />

Exchange differences <strong>2006</strong><br />

Corporate companies 7 329<br />

Joint ventures (286)<br />

At 31.12.<strong>2006</strong> 4 902<br />

Note 26 Other fixed asset investment<br />

(AMOUNTS IN NOK 1000)<br />

Other fixed asset investment includes:<br />

<strong>2006</strong> 2005<br />

Loans to joint ventures 5 456 1 639<br />

Loan to Fast Ship 5 830 5 830<br />

Deposit 896 319<br />

Other receivables 6 726 6 149<br />

Note 27 Contingencies<br />

There are not expected to be essential obligations associated with contingencies other than what is reflected in the profit and loss<br />

and balance sheet. Ref. note 21<br />

Note 28 Government grants<br />

<strong>TTS</strong> has through parent company and two subsidiaries received 3 grants from public institutions to research and development<br />

activites that is approved under the public institutions SKATTEFUNN. The companies have received a total of TNOK 793.<br />

68


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Profit and loss account<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

1 JANUARY - 31 DECEMBER<br />

(AMOUNTS IN NOK 1000) NGAAP NGAAP<br />

<strong>2006</strong> 2005<br />

OPERATING INCOME NOTES<br />

Income from projects 286 417 243 377<br />

Other operating income 1 427 2 431<br />

<strong>Group</strong> contribution from <strong>TTS</strong> - subsidiaries 9 550 6 428<br />

Total operating income 297 394 252 236<br />

OPERATING EXPENSES<br />

Cost of sales 183 015 162 885<br />

Personell costs 3, 4 80 366 69 076<br />

Depreciation 5, 6 4 915 4 755<br />

Losses on accounts receivable 9 - -<br />

Other operating costs 16 33 489 29 263<br />

Total operating expenses 301 785 265 979<br />

Operating profit/loss (4 391) (13 744)<br />

FINANCIAL INCOME AND EXPENSES<br />

Income from investments in subsidiaries 8 61 748 43 599<br />

Income from investments in joint ventures 8 (458) (772)<br />

Interest received from group companies 18 3 359 1 406<br />

Other interest income 18 - -<br />

Other financial income 18 703 365<br />

Interest paid to group companies 18 - 50<br />

Other interest expenses 18 12 240 7 228<br />

Other financial expenses 18 2 136 1 482<br />

Net financial items 50 977 35 838<br />

Profit/loss before tax 46 587 22 094<br />

Tax 12 (3 499) (4 773)<br />

Net profit for the year 50 086 26 867<br />

71


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Balance<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

ASSETS<br />

(AMOUNTS IN NOK 1000) NGAAP NGAAP<br />

31.12.06 31.12.05<br />

Fixed assets NOTES<br />

Deferred tax assets 12 31 648 28 148<br />

INTANGIBLE FIXED ASSETS<br />

Research and development 6 4 530 2 000<br />

Goodwill 6 19 815 21 308<br />

Total intangible fixed assets 24 345 23 308<br />

TANGIBLE FIXED ASSETS<br />

Machinery and vehicles 5 1 447 1 364<br />

Furniture and office equipment 5 6 313 8 190<br />

Total tangible fixed assets 7 760 9 554<br />

FIXED ASSET INVESTMENTS<br />

Investments in associated companies 8 397 039 281 446<br />

Loans to companies in the same group 8 7 631 8 454<br />

Investments in associated companies 22 082 68 280<br />

Investments in shares and units 7 13 548 13 548<br />

Other receivables 31 741 34 487<br />

Total fixed asset investments 472 042 406 214<br />

Total fixed assets 535 795 467 224<br />

Current assets<br />

Inventories 2 26 223 25 016<br />

Work in progress 2 - 534<br />

ACCOUNTS RECEIVABLE<br />

Receivables from customers 9 55 774 45 226<br />

Intragroup accounts receivables 34 386 23 491<br />

Other receivables 9 896 3 810<br />

Other intragroup receivables 7 698 1 263<br />

Accrued, non-invoiced production 1 122 373 92 287<br />

Prepayments to suppliers 54 963 27 782<br />

Total receivables 285 089 193 859<br />

Bank deposits, cash in hand, etc. 13 28 648 2 650<br />

Total current assets 339 961 222 059<br />

Total assets 875 755 689 428<br />

72


EQUITY AND LIABILITIES<br />

(AMOUNTS IN NOK 1000) NGAAP NGAAP<br />

31.12.06 31.12.05<br />

EQUITY<br />

CALLED-UP AND FULLY PAID SHARE CAPITAL NOTES<br />

Share capital 14 11 246 10 058<br />

Company’s own shares 14 (3) (4)<br />

Share premium account 318 550 284 761<br />

Total called-up and fully paid share capital 329 794 294 815<br />

RETAINED EARNINGS<br />

Valuation variance fund 123 497 50 674<br />

Other reserves 90 004 24 444<br />

Total retained earnings 213 500 75 11<br />

Total equity 543 294 369 933<br />

LIABILITIES<br />

PROVISIONS FOR LIABILITIES AND CHARGES<br />

Pension obligations 4 3 854 5 301<br />

Total provisions for liabilities and charges 3 854 5 301<br />

OTHER LONG-TERM LIABILITIES<br />

Debt to financial institutions 10, 11 146 329 57 096<br />

Total other long-term liabilities 146 329 57 096<br />

CURRENT LIABILITIES<br />

Debt to credit institutions 10, 11, 13 0 127 160<br />

Payables to suppliers 23 012 23 354<br />

Unpaid government taxes 6 078 6 075<br />

Prepayments from customers 1 54 131 22 116<br />

Non-invoiced production costs, suppliers 61 751 64 009<br />

Avsatt til utbytte 22 494 0<br />

Other intragroup liabilities 77 190<br />

Other current liabilities 15 14 736 14 195<br />

Total current liabilities 182 279 257 098<br />

Total liabilities 332 462 319 495<br />

Total equity and liabilities 875 755 689 428<br />

Bergen, 29 March 2007<br />

The Board of <strong>TTS</strong> Marine <strong>ASA</strong><br />

Nils Olav Aardal Anne Breive Hilde P. Aarseth Krøgenes John M. Lunde<br />

CHAIRMAN DIRECTOR DIRECTOR DIRECTOR<br />

Olav Smedal Oddmund Hatletun Johannes D. Neteland<br />

DIRECTOR DIRECTOR PRESIDENT & CEO<br />

73


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Consolidated equity statement<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

Share Valuation<br />

Share Own premium- variance Other<br />

(AMOUNTS IN NOK 1000) capital shares reserve fond equity Total<br />

Equity as of 1 January <strong>2006</strong> 10 058 -4 284 761 50 674 24 444 369 933<br />

Depreciation of share premium account -100 000 100 000 0<br />

Company’s own shares 0 1 0 0 628 629<br />

New issue 1 189 0 137 415 0 0 138 604<br />

Cost of new issue 0 -4 604 0 0 -4 604<br />

Cost of share option 0 0 978 0 0 978<br />

Currency differences concerning equity method 0 0 0 0 10 162 10 162<br />

Dividends 0 0 0 0 -22 493 -22 493<br />

Net profit for the year 0 0 0 72 823 -22 738 50 086<br />

Equity as of 31 December <strong>2006</strong> 11 246 -3 318 550 123 497 90 004 543 294<br />

74


Cash flow statement<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

1 JANUARY - 31 DECEMBER<br />

(AMOUNTS IN NOK 1000) <strong>2006</strong> 2005<br />

Cash flow from operations<br />

Net profit for the year 46 586 22 094<br />

Income from investments in subsidiaries -61 748 -43 599<br />

Depreciation 4 915 4 755<br />

Gains/losses on the sale of tangible fixed assets 0 -68<br />

Net change in provisions for liabilities and charges 0 -20 164<br />

Profit attributable to associated companies 458 772<br />

Foreign currency gains/losses on loans -3 016 10 705<br />

Difference between pension charges and payments to/from pension schemes -1 447 -682<br />

Inventories -673 1 360<br />

Customer receivables and other receivables 21 467 15 362<br />

Payables to supplies and other short-term liabilities -43 791 -3 751<br />

Net cash flow from operations -37 249 -13 216<br />

Cash flow from investments<br />

Acquisition of subsidiaries (less cash balances in subsidiaries) -40 000 -8 500<br />

Receipts from sale of tangible fixed assets 0 101<br />

Disbursements for acquisition of tangible fixed assets -4 159 -5 208<br />

Receipts on other claims (loans) 49 767 7 219<br />

Increase in long-term receivables -11 768 -76 734<br />

Payments on other claims (loans) -27 181 -3 788<br />

Net cash flow from investments -33 341 -86 910<br />

Cash flow from financing<br />

Receipts from new short-term/long-term debt 100 000 51 522<br />

Disbursements for repayment of short-term/long-term debt -10 767 -12 708<br />

Payment to group company -113 -4 912<br />

Net change in bank overdraft -127 160 -26 191<br />

Paid-in equity 134 628 94 855<br />

Net cash flow from financing 96 588 102 566<br />

Effect of exchange rate fluctuations on cash balances and cash equivalents<br />

Net change in cash and cash equivalents 25 997 2 440<br />

Cash and cash equivalents at the start of the period 2 651 211<br />

Cash and cash equivalents at the end of the period 28 648 2 651<br />

This consists of:<br />

Bank deposits etc. 28 648 2 651<br />

75


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Accounting principles<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

The financial statements have been prepared in accordance with The<br />

Norwegian Accounting Act of 1998 and generally accepted accounting<br />

principles.<br />

Subsidiaries, associated companies<br />

Subsidiaries are valuated according to the equity method in the annual<br />

accounts. The parent company’s share of the result is based on the<br />

invested companies’ post-tax result after allowing for internal gains and<br />

possible depreciation of any additional value arising because the cost<br />

price of the shares was higher than the acquired share of the book<br />

equity. In the profit and loss account, the share of the profit is posted<br />

under financial items, while the assets in the balance sheet are posted<br />

under financial assets.<br />

Also associated companies (joint ventures) are included in the accounts<br />

in accordance with the cost method. This means that the result is<br />

included as financial income and portion of equity is included under<br />

financial assets.<br />

Operating income<br />

Operating income includes income on delivered products and services<br />

granted over the year. For long-term contracts with partial invoicing,<br />

parts of expected future profits are entered as current income in correlation<br />

with the progress of the project. All loss on long-term production<br />

contracts is expensed when the loss is demonstrated. In addition,<br />

reference is made to work in progress included as a separate subject.<br />

Classification and valuation of balance sheet items<br />

Current assets and short term liabilities include items which fall due<br />

within one year of the end of the financial year, as well as items related<br />

to the operating cycle. Other items are classified as fixed assets/longterm<br />

liabilities.<br />

Current assets are valued at the lowest of cost and market value.<br />

Short-term liabilities are posted in the balance sheet at the nominal<br />

value at the time of initial establishment.<br />

Fixed assets are recorded at cost, but are written down to net<br />

realiz able value if the diminution in value is not expected to be<br />

tempo rary. Long-term liabilities are posted in the balance sheet at<br />

the nominal value at the time the initial establishment.<br />

Accounts receivables<br />

Trade debtors and other accounts receivables are recorded in the balance<br />

sheet at their nominal value reduced by a provision for bad debts. The<br />

provisions are made on the basis of an individual assessment of each<br />

balance. In addition, an unspecified provision is made to cover expected<br />

losses.<br />

Inventory<br />

Inventory of purchased goods is valued at the lower of acquisition cost<br />

according to the FIFO principle and real value. Depreciation is applied<br />

for foreseeable obsolete inventory.<br />

Fixed assets<br />

Fixed assets are booked on the balance sheet and depreciated over<br />

the asset’s life span if the expected life span exceeds 3 years and has<br />

a cost price higher than NOK 15 000. Direct maintenance of assets is<br />

76<br />

expensed as incurred under operating expenses, while renovation or<br />

upgrading is added to the asset’s cost price and is depreciated in line<br />

with the asset.<br />

Pensions<br />

The company has a defined-benefit pension. The pension expenses and<br />

pension commitments are calculated on a straight-line earning profile<br />

basis, based on assumptions relating to discount rates, projected salaries,<br />

the amount of benefits from the National Insurance Scheme, future<br />

return on pension funds, and actuarial calculations relating to mortality<br />

rate, voluntary retirement, etc. Pension funds are valued at net realizable<br />

value and deducted in the net pension commitment in the balance sheet.<br />

Changes in the commitment due to changes in the pension plans are<br />

written down over the expected remaining service period. The same<br />

applies to estimated differences if they exceed 10 % of the largest of the<br />

pension commitment and pension funds (corridor).<br />

Social security fees are expensed on basis of pension premiums paid<br />

for pension schemes and accrued changes in net pension commitment .<br />

Taxes<br />

The tax expense in the profit and loss account includes both the current<br />

tax payable and change in deferred tax. Deferred tax is estimated to<br />

28 % based on the temporary changes between taxation and accounting<br />

values, as well as tax losses carried forward to the end of the fiscal<br />

year. Tax-increasing and tax-reducing temporary differences which are<br />

reversed, or could be reversed, during the same period are offset against<br />

each other and recorded as a net sum. Temporary changes are only<br />

assessed for the Norwegian companies.<br />

Foreign currency<br />

Items in foreign currency are converted to NOK at the exchange rate on<br />

the balance sheet date. For future contracts, forward rates are used.<br />

Future contracts ensuring trade debtors, accrued operating income<br />

and/or trade creditors are converted to an average rate of exchange for<br />

all future contracts in connection with each individual long-term project.<br />

Work in progress<br />

Profits on work in progress is estimated according to percentage of completion<br />

method. <strong>TTS</strong> uses the Norwegian Accounting Standard for longterm<br />

production contracts, and income is therefore posted according to<br />

the degree of completion for each project. Income on smaller deliveries<br />

with short production lead time and contracts where own added value<br />

is limited is recognized at delivery.<br />

Each project is evaluated individually. Projects with net, completed but<br />

not billed orders are posted as accounts receivables, and projects where<br />

advance payment from clients exceeds the completed order is posted<br />

as a liability. Completed orders are classified as operating income in the<br />

profit and loss account.<br />

Cash flow statement<br />

The cash flow statement has been prepared according to the indirect<br />

method. Cash and cash equivalents include cash, bank deposits, and other<br />

short term investments which immediately and with minimal exchange<br />

risk can be converted into known cash amounts, with due date less than<br />

three months from purchase date.


Notes<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

Note 1 Construction contracts<br />

(AMOUNTS IN NOK 1000)<br />

Current assets <strong>2006</strong> 2005<br />

Completed production 162 333 168 969<br />

Invoiced production 39 960 76 682<br />

Accrued, non-invoiced production 122 373 92 287<br />

Prepayments to suppliers 54 963 27 782<br />

Total current assets related to contruction contracts 177 336 120 069<br />

Current liabilites<br />

Completed production 108 625 95 667<br />

Invoiced production 162 756 117 783<br />

Prepayments from customers -54 131 -22 116<br />

Non- invoiced production cost -61 751 -64 009<br />

Total current liabilities related to construction contracts -115 883 -86 125<br />

Note 2 Inventories<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Inventories, incl. non-current 33 675 32 635<br />

Non-current inventories -7 452 -7 619<br />

Total inventories 26 223 25 016<br />

Work in progress 0 534<br />

Book value of inventories pledged as security for liabilities 26 223 25 550<br />

Note 3 Personnel expenses, number of employees, other remunerations, loans to employees, etc.<br />

(AMOUNTS IN NOK 1000)<br />

Payroll expenses <strong>2006</strong> 2005<br />

Salaries 62 460 53 308<br />

Employer’s social security contribution 9 661 9 694<br />

Pension costs 3 726 3 242<br />

Other benefits* 4 519 2 832<br />

Total personnel expenses 80 366 69 076<br />

Number of employees as of 31 December 141 118<br />

Remuneration to board members <strong>2006</strong><br />

Nils Aardal (Board Chairman from 30.05.06) 268<br />

Einar Pedersen (Board Chairman to 30.05.06) 129<br />

Anne Breive 170<br />

Hilde P. AA. Krøgenes 170<br />

John M. Lunde 170<br />

Olav Smeland (from August <strong>2006</strong>) 21<br />

Mona L. Tellnes Halvorsen (to August <strong>2006</strong>) 47<br />

Oddmund Hatletun 50<br />

77


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Nomination committee remuneration<br />

<strong>TTS</strong>’s nominations committee comprises the following members: Bjørn Olafsson (Chairman), Bjørn Sjaastad and Harald Espedal.<br />

Proposed remuneration <strong>2006</strong> is TNOK 30 to the chairman, and TNOK 20 to members, a total of TNOK 70.<br />

STATEMENT REGARDING THE STIPULATION OF REMUNERATION AND OTHER BENEFITS FOR THE PRESIDENT & CEO AND OTHER EXECUTIVES<br />

The remuneration policy of <strong>TTS</strong> Marine <strong>ASA</strong> is based on offering the group management competitive conditions.<br />

The level of remuneration shall reflect that the company is a listed company focusing internationally.<br />

The annual remuneration is based on the group management taking part in the company’s results, and in the added value for the shareholders<br />

through increased company value.<br />

Remuneration consists of three main components; base salary, bonus and a share option program.<br />

Bonus is determined on the basis of target results. In certain circumstances where change and development are of a decisive nature,<br />

the bonus is further based on specific development targets. Bonus targets are revisited annually.<br />

The maximum bonus is one year’s base salary for the President & CEO, and up to 50 percent for other executives.<br />

Since 1998, a share option program has been active for the group management of <strong>TTS</strong>; the goal being that the group management shall have<br />

the same incentive as the shareholders in respect of increasing company value over time. The Annual General Meeting has each year given<br />

the Board authority to establish share option programs with a two year term. Redemption price equals market price on allotment.<br />

First exercise is 50 percent after one year. Thereafter 12.5 percent per quarter, in addition to share options that have not been previously exercised.<br />

Share options may not be exercised subsequent to the second anniversary.<br />

The group pension scheme in Norway is based on approximately 65 percent of base salary at the age of 67, limited to a maximum of 12G.<br />

For employees abroad, the schemes prevailing in the respective companies where they are employed apply.<br />

The period of notice is 6 months with a severance pay from 6 to 24 months, period of notice inclusive.<br />

The share option program is conditional upon the Annual General Meeting’s approval, based on the Board being granted authority to make such<br />

allotments. The President & CEO’s remuneration is determined by the Board of <strong>TTS</strong> Marine <strong>ASA</strong>.<br />

With respect to other executives, their remuneration is determined by the boards of the respective subsidiaries/President & CEO.<br />

REMUNERATION AND OTHER BENEFITS FOR THE PRESIDENT & CEO AND OTHER EXECUTIVES<br />

Name Position Remuneration Other Bonus Share- Pension<br />

benefits paid options Total benefits<br />

Johannes D. Neteland President & CEO 1 456 151 680 2 341 4 627 632<br />

Olav Bruåsdal Financial Director 984 17 191 936 2 128 247<br />

Ivar K. Hanson Man. Director MC 1 095 107 160 936 2 298 62<br />

Hans-Jan Erstad Manager HR-IT-QA 641 102 4 936 1 683 119<br />

Göran K. Johansson Man. Director PMH 1 395 14 581 936 2 927 482<br />

Stellan Bernsro Man. Director DCH 922 15 0 0 937 275<br />

Edgar Bethmann Man. Director DM 1 186 142 0 0 1 328 121<br />

Remuneration Taxable remuneration<br />

Other benefits Free car, life insurance, telephone, newspapers etc.<br />

Bonus paid Bonus paid in current year<br />

Share options Difference between market price and exercise price<br />

Total Total taxable remuneration<br />

The pension premium for the President & CEO is based on pension payments of approximately 65 percent of his base salary from the age of 67,<br />

for the CFO approximately 65 percent of a maximum of 12G. In addition, an early retirement scheme from the age of 60 that pays approximately<br />

60 percent of base salary is established. With effect from 2007, the group pension scheme will be based on approximately 65 percent of base<br />

salary at the age of 67, limited to a maximum of 12G. Additional pension benefits will be adjusted similar to other benefits.<br />

The period of notice for the President & CEO is 6 months, with a severance pay of 24 months, period of notice inclusive, and from 6 to 24 months<br />

for other group executives.<br />

AUDITOR FEES<br />

<strong>2006</strong> 2005<br />

Statutory auditing 769 705<br />

Other assistance including tax consulting 661 159<br />

Total 1 430 864<br />

78


Note 4 Pension<br />

(AMOUNTS IN NOK 1000)<br />

The Norwegian companies in the group have defined benefit pension schemes that entitle the employees to defined future pension benefits<br />

dependent on the number of years of service, salary level, retirement age and National Insurance benefits received.<br />

The pension scheme includes 120 persons as of 31 December <strong>2006</strong>.<br />

Net pension funds recorded on the balance sheet<br />

are determined as follows: <strong>2006</strong> 2005<br />

Insured Uninsured Total Insured Uninsured Total<br />

Market value of pension funds 25 743 0 25 743 24 181 0 24 181<br />

- Net present value of accrued pension obligations -30 186 -1692 -31 878 -29 614 -1 112 -30 726<br />

+ Unrecognised estimate changes and deviations 2 162 222 2 384 1 865 82 1 947<br />

+ Unrecognised costs related to pension benefits<br />

earned in prior periods 0 0 0 0 0 0<br />

- Accrued employer’s share of NI contributions 0 103 103 558 145 703<br />

= Net pension obligation -2 281 -1 175 -3 854 -4 126 -1 175 -5 301<br />

Net pension costs are determined as follows: 2005 2004<br />

Insured Uninsured Total Insured Uninsured Total<br />

Net present value of current year’s<br />

pension benefits accrued 2 795 240 3 035 2 558 218 2 776<br />

+ Interest payable on pension obligations 1 461 56 1 516 1 411 41 1 452<br />

- Expected return on pension funds -1 541 0 -1 541 -1 405 0 -1 405<br />

+ Recognised estimate changes and deviations 319 0 319 319 1 320<br />

+ Change in employer’s share of NI contributions 79 24 103 77 22 99<br />

+ Tap ved reduksjon av pensjonsordning 0 0 0 0 0 0<br />

= Total costs, including payroll expenses 3 406 320 3 725 2 960 282 3 242<br />

Change in book value of funds: <strong>2006</strong> 2005<br />

Book value as of 1 January -5 301 -5 983<br />

- Costs recognised during the year (see above) -3 725 3 242<br />

+/- Pension payments and payment of pension premiums 5 172 3 924<br />

= Book value as of 31 December -3 854 -5 301<br />

The following economic assumptions have been made for<br />

calculation of the pension obligations: <strong>2006</strong> 2005<br />

31.12. 1.1 31.12. 1.1<br />

Return on pension funds 5.40 % 5.5 % 5.5 % 6.0 %<br />

Discount rate 4.35 % 4.5 % 4.5 % 5.0 %<br />

Annual wage inflation 4.50 % 3.0 % 3.0 % 3.0 %<br />

Annual adjustment of the basic National Insurance amount (G) 4.25 % 2.0 % 2.0 % 2.0 %<br />

Annual adjustment of pensions being paid out 1.65 % 2.0 % 2.0 % 2.0 %<br />

Voluntary retirement 10.00 % 10.0 % 10.0 % 10.0 %<br />

Withdrawal tendency for early retirement (AFP) 45.00 % 45.0 % 45.0 % 45.0 %<br />

Employer’s share of National Insurance contributions 14.10 % 14.1 % 14.1 % 14.1 %<br />

79


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 5 Tangible fixed assets<br />

(AMOUNTS IN NOK 1000)<br />

Furniture<br />

Machinery and office Computer<br />

and vehicles equipment equipment Total<br />

AS OF 1 JANUARY 2005<br />

Historical cost as of 1 January 6 328 4 502 5 883 16 713<br />

Accumulated depreciation as of 1 January -4 768 -3 435 -5 838 -14 041<br />

Book value as of 1 January 1 560 1 067 45 2 672<br />

2005 FINANCIAL YEAR<br />

Book value as of 1 January 1 560 1 067 45 3 624<br />

Additions during the year 343 430 9 404 10 177<br />

Disposals during the year -33 0 0 -33<br />

Depreciation for the year -506 -435 -2 322 -3 263<br />

Book value as of 31 December 1 364 1 062 7 127 9 553<br />

AS OF 31 DECEMBER 2005<br />

Acquisition cost as of 31 December 6 421 4 932 15 287 26 640<br />

Accumulated depreciation as of 31 Dec. -5 057 -3 870 -8 160 -17 087<br />

Book value as of 31 December 1 364 1 062 7 127 9 553<br />

<strong>2006</strong> FINANCIAL YEAR<br />

Book value as of 1 January 1 364 1 062 7 127 9 553<br />

Additions during the year 589 959 81 1 629<br />

Disposals during the year 0 0 0 0<br />

Depreciation for the year -506 -521 -2 395 -3 422<br />

Book value as of 31 December 1 447 1 501 4 813 7 760<br />

AS OF 31 DECEMBER <strong>2006</strong><br />

Historical cost as of 31 December 7 010 5 891 15 368 28 269<br />

Accumulated depreciation as of 31 Dec. -5 563 -4 391 -10 555 -20 509<br />

Book value as of 31 December 1 447 1 501 4 813 7 760<br />

Property in the Norwegian companies has been pledged as security for long-term and short-term debt to credit institutions, see Note 11.<br />

Note 6 Intangible fixed assets<br />

(AMOUNTS IN NOK 1000)<br />

R&D, patents, licences Goodwill Total<br />

AS OF 1 JANUARY 2005<br />

Historical cost as of 1 January 1 020 26 104 27 124<br />

Accumulated depreciation as of 1 January -1 020 -3 304 -4 324<br />

Book value as of 1 January 0 22 800 22 800<br />

2005 FINANCIAL YEAR<br />

Book value as of 1 January 0 22 800 22 800<br />

Translation differences 0 0 0<br />

Additions during the year 2 000 0 2 000<br />

Disposals during the year 0 0 0<br />

Depreciation for the year 0 -1 493 -1 493<br />

Book value as of 31 December 0 21 307 23 307<br />

AS OF 31 DECEMBER 2005<br />

Acquisition cost as of 31 December 3 020 26 104 29 124<br />

Accumulated depreciation as of 31 December -1 020 -4 797 -5 817<br />

Book value as of 31 December 2 000 22 800 23 307<br />

<strong>2006</strong> FINANCIAL YEAR<br />

Book value as of 1 January 2 000 21 307 23 307<br />

Additions during the year 2 530 0 2 530<br />

Disposals during the year 0 0 0<br />

Depreciation for the year 0 -1 493 -1 493<br />

Book value as of 31 December 4 530 19 814 24 344<br />

AS OF 31 DECEMBER <strong>2006</strong><br />

Historical cost as of 31 December 5 550 26 105 31 655<br />

Accumulated depreciation as of 31 December -1 020 -6 290 -7 310<br />

Book value as of 31 December 4 530 19 815 24 345<br />

80


Note 7 Shares in other companies<br />

(AMOUNTS IN NOK 1000)<br />

Ownership interest Historical cost Book value<br />

Fixed assets<br />

Shin Young Heavy industry 13.4 % 222 222<br />

FastShip Inc. * 6.7 % 13 326 13 326<br />

Total shares in other companies 13 548 13 548<br />

*) In the balance sheet as of 31 December the company has recorded 615 156 shares in FastShip Inc (FSI) at a book value of NOK 13.3 million.<br />

In addition, three convertible loans have been recorded at NOK 5.8 million, which corresponds to 408 257 shares. Shares and convertible loans<br />

have been recorded at USD 2.8 and USD 2.04 per share, respectively, which corresponds to an average of USD 2.5 per share. <strong>TTS</strong> has been involved<br />

in the FastShip project since 1996. Provided the project is realised, <strong>TTS</strong> will through patented technology get contracts of a total value over<br />

NOK 1.000 million. If the FSI project is not realised, and <strong>TTS</strong> must write off NOK 19.2 million, the equity will be reduced with the total amount.<br />

The write off will not affect the liquidity. See also the discussion in the Directors’ Report.<br />

Note 8 Subsidiaries<br />

(AMOUNTS IN NOK 1000)<br />

Acquisition Ownership Voting<br />

Subsidiaries Registered office date interest share<br />

<strong>TTS</strong> Handling Systems AS Drøbak, Norway 1994 100 % 100 %<br />

<strong>TTS</strong> Ships Equipment AS Bergen, Norway 1996 100 % 100 %<br />

Norlift AS Bergen, Norway 1994 100 % 100 %<br />

Hydralift Marine AS Kristiansand, Norway 2003 100 % 100 %<br />

<strong>TTS</strong> Ships Equipment AB Gothenburg, Sweden 2002 100 % 100 %<br />

<strong>TTS</strong> Marine Shanghai Co Ltd Shanghai, China 2002 100 % 100 %<br />

<strong>TTS</strong> Marine Cranes AS Bergen, Norway <strong>2006</strong> 100 % 100 %<br />

Associated companies<br />

<strong>TTS</strong> Bohai Machinery Co., Ltd Dalian, China 2005 50 % 50 %<br />

Companies are accounted for in accordance with the equity method.<br />

<strong>TTS</strong> HS Norlift <strong>TTS</strong> SE AS <strong>TTS</strong> SE AB <strong>TTS</strong> Ma.Sh. <strong>TTS</strong> Cranes Total<br />

Historical cost at time of acquisition 9 589 500 14 232 303 180 1 386 328 887<br />

Of which goodwill 7 129 255 163 2 053 264 345<br />

Of which excess value -453 -453<br />

UNAMORTISED EXCESS VALUE/GOODWILL AS OF 31 DECEMBER<br />

Goodwill 4 585 220 288 1 899 226 772<br />

Amortisation of GW -424 -11 328 -103 -11 855<br />

Unamortised goodwill as of 31 December 0 0 4 161 208 960 1 796 214 918<br />

CALCULATION OF PROFIT FOR THE YEAR<br />

Share of profit/loss for the year -1 317 20 2 514 69 170 3066 73 453<br />

Amortisation of goodwill -424 -11 327 -103 -11 855<br />

Elimination of intragroup transactions 150 0 150<br />

Income from investments in subsidiaries -1 167 20 2 090 57 843 2 963 61 749<br />

SHARES IN SUBSIDIARIES:<br />

Opening balance 1 January 3 580 361 16 865 261 645 -1 006 281 445<br />

Additions associated companies/subsidiaries 0 0 0 0 0 40 000 40 000<br />

Disposals subsidiaries 0 0 0 0 3 319 3 319<br />

Income from investments in subsidiaries -1 676 20 2 090 57 842 2964 61 748<br />

Foreign currency effects 0 0 0 10 500 27 10 526<br />

Closing balance 31 December 2 413 380 18 955 329 987 5 303 40 000 397 039<br />

<strong>TTS</strong> Bohai<br />

SHARES IN JOINT VENTURES Machinery Co., Ltd<br />

Opening balance 1 January 8 454<br />

Acquisition/Start-up of the company 0<br />

Share of profit/loss -458<br />

Dividends 0<br />

Forgiveness of debt 0<br />

Effect of foreign currencies -364<br />

Disposal of shares in associated companies 0<br />

Closing balance 31 December 7 631<br />

81


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 9 Customer and other receivables<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Receivables from customers 57 174 46 226<br />

Receivables from internal customers 34 386 23 491<br />

Write-down for losses incurred on receivables from cust. -1 400 -1 000<br />

Net receivables from customers 90 160 68 717<br />

RECEIVABLES THAT MATURE AFTER MORE THAN ONE YEAR<br />

Other receivables 5 830 5 830<br />

Loans to companies in the same group 22 082 68280<br />

Total 27 912 74 110<br />

<strong>TTS</strong> Marine <strong>ASA</strong> has a convertible loan of NOK 5 830 000 related to FastShip Inc., see Note 7.<br />

There are no credit risk concentrations within the receivables from customers since the company has many customers distributed throughout<br />

a number of countries.<br />

Note 10 Long-term liabilities<br />

(AMOUNTS IN NOK 1000)<br />

REPAYMENT PROFILE AND MATURITY<br />

Balance as of 2012<br />

31 December <strong>2006</strong> 2007 2008 2009 2010 2011 and later<br />

Long term liabilities 146 329 11 269 11 270 109 726 9 045 5 019 0<br />

Foreign Interest Instalment Book<br />

Specification of loans<br />

<strong>TTS</strong> MARINE <strong>ASA</strong><br />

Type of loan currency rate Maturity terms value<br />

Nordea Mortgage loan NOK Nibor+1.35 % 2011 4 per year 32 150<br />

Nordea Mortgage loan NOK Nibor+1.35 % 2009 4 per year 100 000<br />

Elcon Finans Other long-term NOK 4.30 % 2009 12 per year 214<br />

Norfund Mortgage loan NOK 4.48 % 2011 4 per year 9 048<br />

SG Finans Other long-term NOK 4.50 % 2008 12 per year 4 918<br />

Total 146 329<br />

See Note 11 for security for long-term debt.<br />

Note 11 Assets pledged as security and guarantees<br />

(AMOUNTS IN NOK 1000)<br />

The credit agreement for <strong>TTS</strong> Marine <strong>ASA</strong> in Norway was established (50/50) with Nordea Norge <strong>ASA</strong> (Nordea) and Sparebanken Vest<br />

(SparebankenVest), and Nordea is the agent. As security for the company’s participation in the cash pool account system and the group’s<br />

guarantee limit system, the following assets in Norway have been pledged as security to Nordea.<br />

<strong>2006</strong> 2005<br />

Secured debt 146 329 184 256<br />

Assets at book value<br />

Customer/intragroup receivables 107 754 73 790<br />

Non-invoiced production 122 373 92 287<br />

Inventories/work in progress 26 223 25 550<br />

Prepayments to suppliers 54 963 27 782<br />

Property 0 -<br />

Total assets pledged as security 311 313 219 409<br />

In addition, leases in Norway including machinery and plant, as well as shares in <strong>TTS</strong> Ships Equipment AB, have also been pledged as security.<br />

The nominal value of the mortgage bond is NOK 200 000 000.<br />

The group has also undertaken to meet the following financial str<strong>eng</strong>th requirements for Nordea: There is a requirement that the equity shall<br />

be greater than NOK 350 million at any time. In addition the equity ratio shall be greater than 30 per cent as of 31 December. With equity of<br />

NOK 598.1 million and an equity ratio of 36.6 per cent, the group meets these requirement.<br />

GUARANTEE COMMITMENTS, JOINT AND SEVERAL LIABILITY<br />

The companies in Norway, as well as <strong>TTS</strong> Ships Equipment AB and <strong>TTS</strong> Ships Equipment GmbH, participate in a guarantee pool system that covers<br />

payment guarantees, contract guarantees, advance payment guarantees and tax guarantees within a total limit of NOK 100 000 000. As security<br />

for this guarantee pool, the Norwegian companies’ inventories, accounts receivable, leases including machinery and plant and the credit balance on<br />

advance payment accounts have been pledged. The companies in Norway are jointly and severally liable.<br />

Total drawdown in the guarantee pool as of 31 December was TNOK 99 270 for the group.<br />

82


Note 12 Taxes<br />

(AMOUNTS IN NOK 1000)<br />

Change in deferred tax assets and deferred taxes:<br />

1.1.2005 Changes 2005 31.12.2005 Changes <strong>2006</strong> 31.12.<strong>2006</strong><br />

DEFERRED TAXES<br />

Fixed assets 1 797 422 2 219 67 2 286<br />

Accounts receivable 209 -195 15 -15 0<br />

Construction contracts 7 077 2 828 9 905 3 427 13 332<br />

Other temporary differences -1 027 339 -688 688 0<br />

Total deferred taxes 8 056 3 394 11 451 4 168 11 763<br />

DEFERRED TAX ASSETS<br />

Accounts receivable 0 0 0 -392 -392<br />

Inventories -1 675 191 -1 484 -649 -2 133<br />

Pension funds -1 853 -280 -2 133 1 054 -1 079<br />

Other provisions for liabilities and charges 0 0 0 -573 -573<br />

Total deferred tax assets -3 528 -89 -3 617 -561 -2 133<br />

Net deferred taxes 4 528 3 305 7 834 3 607 11 441<br />

Tax credit deduction carryforward -6 182 0 -6 182 0 -6 182<br />

Tax allowance carryforward -1 260 0 -1 260 0 -1 260<br />

Tax loss carryforward -22 108 -8 844 -30 952 -7 387 -38 339<br />

Net deferred tax assets -25 022 -8 844 -30 952 -3 779 -34 339<br />

Excess allocation 387 765 1 152 279 1 431<br />

Unrecognised deferred tax assets<br />

related to allowance 1 260 0 1 260 0 1 260<br />

Net deferred tax assets on the balance sheet -23 375 -4 771 -28 146 -3 500 -31 648<br />

The deferred tax assets related to tax loss carryforwards are recognised on the balance sheet when the management believes that it is<br />

probable that the company can apply this against future taxable income.<br />

Specification of differences between the financial profit before tax and the tax basis for the year: <strong>2006</strong> 2005<br />

Pre-tax profit/loss 46 587 22 094<br />

Permanent differences -1 207 -733<br />

Change in the assessment in relation to previous year’s accounts 0 0<br />

Change in temporary profit/loss differences -10 154 -11 807<br />

Reversed share of profit/loss in subsidiaries -61 290 -42 827<br />

Application of tax loss carryforward 0 0<br />

Tax basis for the year -26 064 -33 272<br />

Breakdown of the tax charge:<br />

Tax payable 0 0<br />

Effect of group contribution on deferred taxes 0 0<br />

Effect of too little allocated deferred tax assets 0 0<br />

Effect of foreign exchange fluctuations 0 0<br />

Change in deferred taxes -3 499 -4 773<br />

Tax charge -3 499 -4 773<br />

Tax payable on the balance sheet:<br />

Tax payable 0 0<br />

Tax effect of group contributions 0 0<br />

Tax payable on balance sheet 0 0<br />

Explanation of why the tax for the year is not 28 % of the profit before tax:<br />

28 % of the profit before tax 13 044 6 186<br />

Too little/much allocated deferred taxes 956 1 300<br />

Permanent differences, including amortisation of goodwill -17 499 -12 258<br />

Estimated tax charge -3 499 -4 773<br />

83


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 13 Liquid assets / short-term interest-bearing liabilities<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Bank deposits, cash, etc. as of 31 December<br />

Deposits(+)/withdrawals(–) in the cash pool<br />

4 239 2 650<br />

account system as of 31 December 24 409 -127 160<br />

<strong>TTS</strong> Marine <strong>ASA</strong> administers a cash pool account system. The group has been granted a credit limit for the group of NOK 100 000 000.<br />

The companies that participate in the scheme are jointly and severally liable for the total limit.<br />

Note 14 Share capital and shareholder information<br />

Number of shares as of 31 Dec. Nominal value Book value of share capital<br />

22 492 904 0.50 11 246 452<br />

THE FOLLOWING COMPANIES ARE INCLUDED IN THE <strong>TTS</strong> MARINE GROUP:<br />

FIGURES IN NOK 1000<br />

Company Owner Ownership interest Share capital Number of shares<br />

Norlift AS (formerly <strong>TTS</strong> Eiendom AS) <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 500 000 500<br />

<strong>TTS</strong> Handling Systems AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 950 000 95 000<br />

<strong>TTS</strong> Ships Equipment AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 2 500 000 2 500<br />

Hydralift Marine AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 100 000 1 000<br />

<strong>TTS</strong> Ships Equipment AB <strong>TTS</strong> Marine <strong>ASA</strong> 100 % SEK 2 000 000 2 000<br />

<strong>TTS</strong> Marine Shanghai Co. Ltd. <strong>TTS</strong> Marine <strong>ASA</strong> 100 % USD 200 000 3 500<br />

<strong>TTS</strong> Ships Equipment GmbH <strong>TTS</strong> Ships Equipment AB 100 % EUR 255 646 5 000<br />

<strong>TTS</strong> Inc. <strong>TTS</strong> Ships Equipment AB 100 % USD 190 000 1 900<br />

<strong>TTS</strong>-LMG Marine Cranes GmbH <strong>TTS</strong> Ships Equipment AB 100 % EUR 25 000 1<br />

<strong>TTS</strong> Liftec Oy <strong>TTS</strong> Ships Equipment AB 100 % EUR 76 500 1 020<br />

<strong>TTS</strong> Port Equipment AB <strong>TTS</strong> Ships Equipment AB 100 % SEK 100 000 1 000<br />

<strong>TTS</strong> Kocks GmbH <strong>TTS</strong> Ships Equipment AB 100 % EUR 1 000 000 1 000<br />

<strong>TTS</strong> Kocks Ostrava s.r.o. <strong>TTS</strong> Ships Equipment AB 100 % EUR 310 291 1 000<br />

<strong>TTS</strong> Marine S.r.l <strong>TTS</strong> Ships Equipment AB 100 % EUR 10 400 1 000<br />

<strong>TTS</strong> Marine Cranes AS <strong>TTS</strong> Marine <strong>ASA</strong> 100 % NOK 1 000 000 1 000<br />

THE LARGEST SHAREHOLDERS IN <strong>TTS</strong> MARINE <strong>ASA</strong> AS OF 31 DECEMBER <strong>2006</strong> WERE:<br />

FIGURES IN NOK 1000<br />

Shareholder Number of shares Ownership interest Voting share<br />

Skeie <strong>Group</strong> 8 280 000 36.81 % 36.81 %<br />

Morgan Stanley and Co. Intl.Limited 2 575 407 11.45 % 11.45 %<br />

JCE <strong>Group</strong> AB 2 050 000 9.11 % 9.11 %<br />

IF Skadeforsakring AB 1 316 400 5.85 % 5.85 %<br />

Rasmuss<strong>eng</strong>ruppen AS 1 254 000 5.58 % 5.58 %<br />

Bank of New York, Brüssels brance 843 483 3.75 % 3.75 %<br />

Nordea Bank PLC Finland 752 600 3.35 % 3.35 %<br />

Odin Europa SMB 396 400 1.76 % 1.76 %<br />

Verdipapirfond Odin Maritim 370 000 1.64 % 1.64 %<br />

Stichting Shell Pensionfonds 288 256 1.28 % 1.28 %<br />

Stiftelsen Statoils Pensjonskasse 254 600 1.13 % 1.13 %<br />

DnB Nor SMB 222 600 0.99 % 0.99 %<br />

Lectio AS 189 200 0.84 % 0.84 %<br />

JPMorgan Chase Bank 180 000 0.80 % 0.80 %<br />

Vital Forsikring <strong>ASA</strong> 167 343 0.74 % 0.74 %<br />

DFA-Intl. SML CAP VAL PORT 161 700 0.72 % 0.72 %<br />

Arne Ketil Kyrkjebø 154 400 0.69 % 0.69 %<br />

Statoil Forsikring AS 148 050 0.66 % 0.66 %<br />

Goldman Sachs International 130 900 0.58 % 0.58 %<br />

Alden AS 125 800 0.56 % 0.56 %<br />

Total 20 largest shareholders 19 861 139 88.30 % 88.30 %<br />

Total others 2 631 765 11.70 % 11.70 %<br />

Total 22 492 904 100.00 % 100.00 %<br />

84


Board member Oddmund Hatletun had 1 493 shares, Board member Olav Smeland had 800 shares, while President & CEO Johannes D. Neteland<br />

had 82 500 shares and options to purchase 137 500 shares.<br />

On 30 May <strong>2006</strong> the Annual General Meeting resolved to grant the Board authority to issue a maximum of 4 000 000 shares in the event of<br />

an acquisition or merger. This authorisation is valid until the Annual General Meeting for <strong>2006</strong>, and no later than 30 June 2007. As a result of<br />

acquisitions completed, a total of 2 039 300 shares were issued as of 7 December <strong>2006</strong>.<br />

As of 31 December <strong>2006</strong>, 112 500 options were allotted that can be exercised until 9 June 2007 at a price of NOK 26 5 (from an authorisation for<br />

a total of 300 000 options granted at the Ordindary General Meeting of 9 June 2005). In addition to 340 000 options that can be exercised until<br />

30 May 2008 at a price of NOK 35. (from an authoristion for a total of 340 000 options granted at the Ordinary General Meeting of 30 May <strong>2006</strong>).<br />

THE DISTRIBUTION OF OPTIONS IS AS FOLLOWS:<br />

No. of No. of<br />

options that options that<br />

can be exercised can be exercised<br />

Name Position Company until 6/09/07 Price until 6/09/07 Price Total<br />

Johannes D. Neteland President & CEO <strong>TTS</strong> Marine <strong>ASA</strong> 37 500 26.50 100 000 35.00 137 500<br />

Olav Bruåsdal Financial director <strong>TTS</strong> Marine <strong>ASA</strong> 15 000 26.50 40 000 35.00 55 000<br />

Hans-Jan Erstad Chief of staff <strong>TTS</strong> Marine <strong>ASA</strong> 15 000 26.50 40 000 35.00 55 000<br />

Göran K. Johansson Division Director <strong>TTS</strong> Port Equipment AB 15 000 26.50 40 000 35.00 55 000<br />

Bjørn O. Hansen Proj. director <strong>TTS</strong> Handling Systems AS 15 000 26.50 0 0 15 000<br />

Ivar K. Hanson Division director <strong>TTS</strong> Marine <strong>ASA</strong> 15 000 26.50 40 000 35.00 55 000<br />

Stellan Bernsro Managing Director <strong>TTS</strong> Ships Equipment AB 0 0 40 000 35.00 40 000<br />

Edgar Bethman Division Director <strong>TTS</strong> Kocks GmbH 0 0 40 000 35.00 40 000<br />

Total number of options to leading employees 112 500 340 000 452 500<br />

Share options exercised in <strong>2006</strong> resulted in the issue of a total of 337 500 shares. 150 000 of these shares were issued at NOK 14 per share,<br />

with a weighted average market price on the date of issue of NOK 37.00 per share. 187 500 shares were issued at NOK 26.50 per share, with<br />

a weighted average market price per share of NOK 45.44 on the date of issue.<br />

A resolution was adopted at the Annual General Meeting of 30 May <strong>2006</strong> to authorise the Board to purchase a maximum of 300 000 of the<br />

company’s own shares. This authorisation is valid until the Annual General Meeting for <strong>2006</strong>, and no later than 30 June 2007. This authorisation<br />

has not been utilised as of 29 March 2007.<br />

In accordance with earlier authorisations for the purchase of the company’s own shares, <strong>TTS</strong> has purchased 70 000 shares and subsequently sold<br />

shares to the employees at a discounted price. As of 31 December <strong>2006</strong> the company held 6 700 of its own shares.<br />

In accordance with authorities granted by the Annual General Meeting in 2005 and <strong>2006</strong>, <strong>TTS</strong> has issued share option programmes to its employees<br />

Through these programmes, <strong>TTS</strong>’ employees have a future right to purchase a number of shares at a strike price equal to the marked rate on the<br />

date that the share purchase programme was initiated.<br />

The option premium is estimated on the date of allotment using the Black & Scholes option pricing model (BS).<br />

The options have a maximum term of two years, with a possible first exercise after one year (50 percent), then (12.5 percent) per quarter, giving<br />

a weighted averaged of 15 months maturity which is employed in BS. The option premium is distributed over the option’s two-year term.<br />

Implied volatility is based on a combination of historic data and discretion. For options issued in 2005, a 25 percent volatility is used (historically<br />

23 percent), and for <strong>2006</strong>, a 30 percent volatility (historically 31.2 percent).<br />

For 2005, a risk-free interest rate of 3.0 percent is used, and for <strong>2006</strong> a rate of 3.5 percent. For <strong>2006</strong>, NOK 978 in option premium is charged as<br />

an expense classified as salary in the profit and loss account.<br />

Employers’ national insurance contribution is charged as an expense upon exercise of options. For <strong>2006</strong>, NOK 858 million is charged as an expense<br />

classified as salary in the profit and loss account.<br />

Note 15 Other short-term liabilities<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Provisions for projects 2 747 4 642<br />

Other provisions 11 989 9 553<br />

Total short-term liabilities 14 736 14 195<br />

85


4-10 <strong>TTS</strong> GROUP 11-13 REPORT FROM THE CEO 14-27 BUSINESS AREAS 28-37 CORPORATE GOVERNANCE 36-87 DIRECTOR’S REPORT AND ACCOUNTS<br />

Note 16 Other operating expenses<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Rent, costs for premises 8 763 7 437<br />

EDP costs 2 615 60<br />

Marketing, travel 11 221 7 678<br />

Other 10 889 14 088<br />

Total other operating expenses 33 489 29 263<br />

Note 17 Related parties<br />

All the underlying subsidiaries (Note 9), joint ventures (Note 10), members of the Board (Note 4) and senior management are regarded<br />

as related parties.<br />

The group has carried out various transactions with underlying companies and joint ventures. All the transactions have been carried out<br />

at part of the ordinary operations and at arm’s l<strong>eng</strong>th prices.<br />

Note 18 Financial items and foreign currency gains/losses<br />

(AMOUNTS IN NOK 1000)<br />

<strong>2006</strong> 2005<br />

Income from investments in subsidiaries 61 748 43 599<br />

Income from investments in associated companies -458 -772<br />

Other interest income 4 062 1 767<br />

Bank loans -12 240 -7 274<br />

Other financial expenses -1 412 -1 220<br />

Net foreign currency gains/losses -724 -261<br />

Total 50 977 35 840<br />

FOREIGN CURRENCY GAINS/LOSSES<br />

The foreign currency differences that are recognised in the profit and loss account are as follow:<br />

<strong>2006</strong> 2005<br />

Foreign currency gains 7 054 5 620<br />

Foreign currency losses -7 778 -5 881<br />

Total -724 -261<br />

Foreign currency gains are included in other financial income in the profit and loss account,<br />

and foreign currency losses<br />

86


Auditor’s report<br />

<strong>2006</strong><br />

To the Annual Shareholders' Meeting of <strong>TTS</strong> Marine <strong>ASA</strong><br />

Auditor’s report for <strong>2006</strong><br />

PricewaterhouseCoopers AS<br />

Postboks 3984 – Dreggen<br />

5835 Bergen<br />

Telephone +47 02316<br />

Telefax +47 23 16 10 00<br />

We have audited the annual financial statements of <strong>TTS</strong> Marine <strong>ASA</strong> as of December 31, <strong>2006</strong>, showing a profit of<br />

NOK 50 085 509 for the parent company and a profit of NOK 60 481 107 for the group. We have also audited the<br />

information in the directors' report concerning the financial statements, the going concern assumption, and the proposal<br />

for the allocation of the profit. The annual financial statements comprise the financial statements of the parent company<br />

and the group. The financial statements of the parent company comprise the balance sheet, the statements of income<br />

and cash flows, the statement of changes in equity and the accompanying notes. The financial statements of the group<br />

comprise the balance sheet, the statement of income and cash flows, the statement of changes in equity and the<br />

accompanying notes. The regulations of the Norwegian accounting act and accounting standards, principles and<br />

practices generally accepted in Norway have been applied in the preparation of the financial statements of the parent<br />

company. IFRSs as adopted by the EU have been applied in the preparation of the financial statements of the group.<br />

These financial statements are the responsibility of the Company’s Board of Directors and Managing Director. Our<br />

responsibility is to express an opinion on these financial statements and on other information according to the<br />

requirements of the Norwegian Act on Auditing and Auditors.<br />

We conducted our audit in accordance with laws, regulations and auditing standards and practices generally accepted<br />

in Norway, including standards on auditing adopted by The Norwegian Institute of Public Accountants. These auditing<br />

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial<br />

statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the<br />

amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used<br />

and significant estimates made by management, as well as evaluating the overall financial statement presentation.<br />

To the extent required by law and auditing standards an audit also comprises a review of the management of the<br />

Company's financial affairs and its accounting and internal control systems. We believe that our audit provides a<br />

reasonable basis for our opinion.<br />

In our opinion,<br />

• the financial statements of the parent company have been prepared in accordance with the law and regulations and<br />

give a true and fair view of the financial position of the company as of December 31, <strong>2006</strong>, and the results of its<br />

operations and its cash flows and the changes in equity for the year then ended, in accordance with accounting<br />

standards, principles and practices generally accepted in Norway<br />

• the financial statements of the group have been prepared in accordance with the law and regulations and give a true<br />

and fair view of the financial position of the group as of December 31, <strong>2006</strong>, and the results of its operations and<br />

• its cash flows and the changes in equity for the year then ended, in accordance with IFRSs as adopted by the EU<br />

• the company's management has fulfilled its duty to produce a proper and clearly set out registration and<br />

documentation of accounting information in accordance with the law and good bookkeeping practice in Norway<br />

• the information in the directors' report concerning the financial statements, the going concern assumption, and the<br />

proposal for the allocation of the profit are consistent with the financial statements and comply with the law and<br />

regulations<br />

Bergen, March 29, 2007<br />

PricewaterhouseCoopers AS<br />

Geir Inge Lunde<br />

State Authorised Public Accountant (Norway)<br />

Note: This translation from Norwegian has been prepared for information purposes only.<br />

Kontorer: Arendal Bergen Drammen Fredrikstad Førde Hamar Kristiansand Mo i Rana Molde Måløy Narvik Oslo Stavanger Stryn Tromsø Trondheim Tønsberg Ålesund<br />

PricewaterhouseCoopers navnet refererer til individuelle medlemsfirmaer tilknyttet den verdensomspennende PricewaterhouseCoopers organisasjonen<br />

Medlemmer av Den norske Revisorforening | Foretaksregisteret: NO 987 009 713<br />

www pwc no<br />

87


Companies in the <strong>TTS</strong> <strong>Group</strong><br />

<strong>TTS</strong> Marine <strong>ASA</strong><br />

Laksevågneset 12<br />

P.O. Box 32 Laksevåg<br />

NO-5847 Bergen<br />

Norway<br />

Tel: +47 55 94 74 00<br />

Fax: +47 55 94 74 01<br />

E-mail: info@tts-marine.no<br />

<strong>TTS</strong> Marine Cranes AS<br />

Laksevågneset 12<br />

P.O. Box 32 Laksevåg<br />

NO-5847 Bergen<br />

Norway<br />

Tel: +47 55 34 84 00<br />

Fax: +47 55 34 84 01<br />

E-mail: info@tts-mc.no<br />

Barstølveien 26<br />

Servicebox 602<br />

NO-4606 Kristiansand<br />

Norway<br />

Tel: +47 38 04 95 00<br />

Fax: +47 38 04 95 01<br />

E-mail: info@tts-mc.no<br />

<strong>TTS</strong> Marine<br />

Shanghai Co. Ltd.<br />

No. 433 Gao Xiang Huan Road<br />

GaoDong Industrial Park PuDong<br />

Shanghai 200137<br />

P.R.China<br />

Tel: +86 21 5848 5300<br />

Fax: +86 21 5848 5311<br />

E-mail: office@tts-marine.cn<br />

88<br />

<strong>TTS</strong>-LMG<br />

Marine Cranes GmbH<br />

Einsiedelstr. 6<br />

D-23554 Lübeck<br />

Germany<br />

Tel: +49 (0) 451 4501 730<br />

Fax: +49 (0) 451 4501 392<br />

E-mail: info@tts-lmg.de<br />

<strong>TTS</strong> Bohai<br />

Machinery Co. Ltd.<br />

Beihai Industry Park<br />

Sujia, Dalian Wan Street<br />

Dalian<br />

P.R.China<br />

Tel: +86 411 87112670<br />

Fax: +86 411 87112702<br />

E-mail: info@tts-bohai.com<br />

<strong>TTS</strong> Korea<br />

RM 625, Ocean Tower<br />

# 760-3 Woo 1-Dong<br />

Haeundae-Gu<br />

Busan<br />

Korea (612-726)<br />

Tel: +82 51 740 6081-3<br />

Fax: +82 51 740 6084<br />

E-mail: info@ttskorea.co.kr<br />

<strong>TTS</strong> Offshore Handling<br />

Equipment AS<br />

Larsgårdsvn 4<br />

P.O. Box 9 Servicebox<br />

N-6025 Ålesund<br />

Norway<br />

Tel: +47 7032 9260<br />

Fax: +47 7032 9261<br />

E-mail: info@tts-ohe.no<br />

<strong>TTS</strong> Ships Equipment AB<br />

Kämpegatan 3<br />

SE-411 04 Göteborg<br />

Sweden<br />

Tel: +46 31 725 79 00<br />

Fax: +46 31 725 78 00<br />

E-mail: info@tts-se.se<br />

<strong>TTS</strong> Ships<br />

Equipment GmbH<br />

Wachtstrasse 17-24<br />

D-28195 Bremen<br />

P.O. Box 103840<br />

D-28038 Bremen<br />

Germany<br />

Tel: +49 421 3 35 84 0<br />

Fax: +49 421 3 35 84 98<br />

E-mail: info@tts-se.de<br />

<strong>TTS</strong> Ships Equipment AS<br />

Laksevågneset 12<br />

P.O. Box 165 Laksevåg<br />

NO-5847 Bergen<br />

Norway<br />

Tel: +47 55 11 30 50<br />

Fax: +47 55 11 30 60<br />

E-mail: info@tts-se.no<br />

<strong>TTS</strong> Hua Hai Ships<br />

Equipment Co. Ltd.<br />

18th floor<br />

3255 Zhou Jia Zui Road<br />

CN-200093 Shanghai<br />

P.R.China<br />

Tel: +86 21 6539 8257<br />

Fax: +86 21 6539 7400<br />

E-mail: info@tts-huahai.com<br />

<strong>TTS</strong> Marine Inc.<br />

5201 Blue Lagoon Drive<br />

9th Floor<br />

Miami, FL 33126<br />

USA<br />

Tel: +1 305 716 4162<br />

Fax: +1 305 716 4163<br />

E-mail: info@tts-se.us<br />

<strong>TTS</strong> Marine s.r.l.<br />

Ponte Colombo<br />

16126 Genova<br />

Italy<br />

Tel: +39 010 24 81 205<br />

Fax. +39 010 25 43 191<br />

E-mail: info@tts-marine.it<br />

<strong>TTS</strong> Vietnam<br />

7th Floor, Harbour View<br />

Building<br />

No4, Tran Phu Street<br />

Haiphong City<br />

Vietnam<br />

Tel: +84 31 3686519<br />

Fax. +84 31 3686516<br />

Email: tran.duchieu@tts-se.vn


<strong>TTS</strong> Port Equipment AB<br />

Kämpegatan 3<br />

SE-411 04 Göteborg<br />

Sweden<br />

Tel: +46 31 725 79 00<br />

Fax: +46 31 725 78 04<br />

E-mail: info@tts-port.se<br />

<strong>TTS</strong> Handling Systems AS<br />

Holterkollvn 6<br />

P.O. Box 49<br />

NO-1441 Drøbak<br />

Norway<br />

Tel: +47 64 90 79 10<br />

Fax: +47 64 93 16 63<br />

E-mail: info@tts-hs.no<br />

<strong>TTS</strong> Liftec Oy<br />

Tuotekatu 8<br />

FI-33840 Tampere<br />

Finland<br />

Tel: +358 3 31401400<br />

Fax: +358 3 31401444<br />

E-mail: liftec@tts-liftec.fi<br />

<strong>TTS</strong> Kocks GmbH<br />

Wachtstrasse 17/24<br />

D-28195 Bremen<br />

P.O. Box 104080,<br />

D-28040 Bremen<br />

Germany<br />

Tel: +49 421 52008-0<br />

Fax: +49 421 52008-20<br />

E-mail: info@tts-kocks.de<br />

<strong>TTS</strong> Kocks Ostrava s.r.o.<br />

U Řeky 808<br />

720 00 Ostrava-Hrabová<br />

Czech Republic<br />

Tel: +420 596 782 708<br />

Fax: +420 596 782 707<br />

E-mail: info@tts-kocks.cz<br />

<strong>TTS</strong> Kocks GmbH<br />

Korea Co. Ltd.<br />

# 1664-10<br />

Songjeong-Dong<br />

Gangseo-Gu<br />

Busan 618-270<br />

Korea<br />

Tel: +82 51 831 8401<br />

Fax: +82 51 979 5610<br />

E-mail: mail@tts-kocks.co.kr<br />

89


Organisation<br />

90<br />

Dry Cargo Handling<br />

Stellan Bernsro<br />

HEAD OF DIVISION<br />

<strong>TTS</strong> Ships Equipment AB<br />

Stellan Bernsro<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Ships Equipment GmbH<br />

Max Kommorowski<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Ships Equipment AS<br />

Jan Magnar Grøtte<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Hua Hai<br />

Ships Equipment Co. Ltd.<br />

Madame He Pu<br />

DIRECTOR<br />

<strong>TTS</strong> Marine Inc.<br />

Torsten Paas<br />

PRESIDENT<br />

<strong>TTS</strong> Marine s.r.l.<br />

Massimo Triglia<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Vietnam<br />

Tran Duc Hieu<br />

MANAGING DIRECTOR<br />

Port and Material Handling<br />

Göran K. Johansson<br />

HEAD OF DIVISION<br />

<strong>TTS</strong> Port Equipment AB<br />

Lennart Svensson<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Handling System AS<br />

Rolf-Atle Tomassen<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Liftec Oy<br />

Tatu Miikkulainen<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Marine <strong>ASA</strong><br />

Johannes D. Neteland<br />

PRESIDENT & CEO<br />

Marine Cranes<br />

Ivar K. Hanson<br />

HEAD OF DIVISION<br />

<strong>TTS</strong> Marine Cranes AS<br />

Ivar K. Hanson<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Marine Shanghai Co. Ltd.<br />

Arne Knudsen<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong>-LMG Marine Cranes GmbH<br />

Per Sigurd Aulin<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Bohai Machinery Co. Ltd.<br />

Li Dali<br />

GENERAL DIRECTOR<br />

<strong>TTS</strong> Korea<br />

Wanho Kuk<br />

DIRECTOR<br />

<strong>TTS</strong> Offshore Handling<br />

Equipment AS<br />

Stig Espeseth<br />

DIRECTOR<br />

Deck Machinery<br />

Edgar Bethmann<br />

HEAD OF DIVISION<br />

<strong>TTS</strong> Kocks GmbH<br />

Edgar Bethmann<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Kocks Ostrava s.r.o.<br />

Edgar Bethmann<br />

MANAGING DIRECTOR<br />

<strong>TTS</strong> Kocks GmbH Korea Co. Ltd.<br />

Y. J. Kim<br />

PRESIDENT


Stellan<br />

Bernsro<br />

Max<br />

Kommorowski<br />

Jan Magnar<br />

Grøtte<br />

Madame<br />

He Pu<br />

Torsten<br />

Paas<br />

Massimo<br />

Triglia<br />

Tran<br />

Duc Hieu<br />

Lennart<br />

Svensson<br />

Rolf-Atle<br />

Tomassen<br />

Tatu<br />

Miikkulainen<br />

Ivar K.<br />

Hanson<br />

Arne<br />

Knudsen<br />

Per Sigurd<br />

Aulin<br />

Li<br />

Dali<br />

Wahno<br />

Kuk<br />

Stig<br />

Espeseth<br />

Edgar<br />

Bethmannn<br />

Y. J.<br />

Kim


<strong>TTS</strong> Marine <strong>ASA</strong><br />

Laksevågneset 12<br />

P.O. Box 32 Laksevåg<br />

N-5847 Bergen, Norway<br />

Tel: +47 55 94 74 00<br />

Fax: +47 55 94 74 01<br />

E-mail: info@tts-marine.no<br />

www.tts-marine.com<br />

• 23633 • Photos: Helge Skodvin • Printed by: Molvik Grafisk AS

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