2022
ANNUAL
REPORT
PGS Annual Report 20222
PGS ASA and its subsidiaries (“PGS” or “the Company”)* is a
fully integrated marine geophysical company that provides a
broad range of seismic and reservoir services, including data
acquisition, imaging, interpretation, and field evaluation. Our
services are provided to the oil and gas industry, as well as to
the broader and emerging new energy industries, including
carbon storage and oshore wind. The Company operates on
a worldwide basis with headquarters in Oslo, Norway.
2022 ANNUAL REPORT THEME
This year’s annual report design is inspired by the recent update of PGS’ Vision
& Mission statements. The two interlinked circles represent the inherent
connectedness between energy security and the energy transition, and PGS’
commitment to support both. The radiating lines symbolize the dierent areas
and strengths within PGS that work together and create an integrated company
that is dynamic and resilient.
* When the terms “PGS” and “the Company” are used in this report, these will as a main rule
include both PGS ASA and its subsidiaries. However, in certain sections and paragraphs hereof,
these references will only include PGS ASA as context indicates.
PGS Annual Report 20223
4 CEO Letter
6 Business Highlights 2022
7 Financial Calendar
8 Key Figures
10 Executive Team
12 Digital Transformation
16 PGS New Energy
19 Integrated Service Oering
22 PGS Product Portfolio
26 Utilizing the Capabilities of the PGS Fleet
28 The PGS Share
30 History of PGS
33 Corporate Governance
42 Board of Directors
46 Board of Directors’ Report
57 Responsibility Statement
58 Financial Statements
CONTENTS
We had a slow start to the year with
approximately half of our active fleet idle in
the first quarter. Vessel utilization improved
significantly from early in the second quarter,
and we took advantage of the improving
seismic acquisition market. Our integrated
service oering enabled us to leverage the 2022
recovery both within our proprietary contract
business and MultiClient. We saw the strongest
recovery in the contract market, where we
allocated 70% of our active vessels and achieved
more than 35% price increase compared to 2021,
most of this reflecting higher margins. Over half
of our contract acquisition was 4D seismic for
producing fields, playing to the strengths of our
high-capacity Ramform acquisition vessels and
the proprietary GeoStreamer technology.
Historically, market recoveries have started with
improving MultiClient sales before contract
activity and rates increase approximately one
year later. In this cycle, the contract market
started to recover first in 2021. Then in 2022
there was a notable change in energy companies’
focus on exploration, benefiting our MultiClient
business. The ongoing energy crisis in Europe,
has demonstrated the important role oil and
natural gas play in energy security both today
and in the future, and the need to increase
exploration activities to meet future energy
demand. Although we allocated a relatively
low share of our vessel capacity to MultiClient
acquisition, we experienced strong interest in
our new MultiClient surveys. For the full year we
ended with a pre-funding level of 124%, which is
above our target level of 80-120%.
Late sales revenues from our MultiClient data
library in 2022 were the second highest on
record, driven by increased exploration activity
and significant transfer fees. We have an
attractive and geographically diverse MultiClient
data library.
The recovering seismic market positively
impacted our order book, which increased 74% in
2022 to the highest level since Q3 2014. Our fleet
is fully booked for most of the first half of 2023,
In 2022, we achieved strong revenue growth
in a recovering seismic market. Along with the
energy companies’ structurally growing eorts
to optimize producing fields, we experienced
a renewed focus on exploration, including in
frontier areas, benefiting both our proprietary
contract acquisition activity and MultiClient
sales. Our New Energy business established a
solid position in the carbon storage geoservices
market and prepared for the next step,
oshore wind site characterization. Overall,
we have strengthened our position within
our traditional markets, while assessing and
developing new business opportunities. We
increased our cash flow and in combination
with strong shareholder support we reduced
net interest-bearing debt significantly. This
positions us well for refinancing during 2023.
At the end of 2022 the order book was at the
highest level since Q3 2014, reflecting higher
rates and activity. I expect the positive trend
witnessed in 2022 to continue in 2023.
Dear PGS Shareholder
Rune Olav Pedersen
President and CEO
PGS Annual Report 20224
and we have good visibility for the second half. To
optimize our vessel scheduling, we have decided to
bring back the Ramform Victory to carry out a large
4D contract job for Petrobras in the second half
of 2023 and into 2024. However, we have not yet
decided if the vessel will continue in operation after
project completion.
In 2022, we continued to improve our position in
a rapidly evolving market environment. Our goal
is to be the leading provider of high-resolution
seismic for near-field exploration, production
(4D) and carbon storage. Providing high quality
seismic for oshore carbon storage projects is an
important part of the development of our New
Energy business. During 2022 we acquired four of
the five seismic acquisition contracts in the world
for development of CCS projects and established a
strong position in the carbon storage geoservices
market. In addition, we continued to make
MultiClient data sales for development of CCS
projects, and we secured one significant imaging
contract within the same domain. We achieved our
target of generating approximately $30 million in
revenues from our New Energy business in 2022.
Oshore wind and marine minerals are two other
arenas where we can use our expertise and assets
to oer value to clients. In early 2023 we were
awarded our first ultra-high resolution windfarm
site characterization project, sealing our entry
into the next strategically important new energy
market.
In 2022, we decided to set a path for net-zero CO2
emission in 2050. We are progressing well on our
long-term goal for our oces and imaging activity.
For our vessels, we will adhere to the current and
future strict requirements set by regulatory bodies,
and we aim to have reduced CO2 emissions from
our fleet by 75% by 2050. I am confident that, with
normal asset replacement, we can transition to a
fleet that will meet our own challenging target and
be compliant with stricter regulations in the future.
Increasing speed and penetration of digitalization
is an important part of our business strategy.
We have received external recognition for our
achievements within digitalization. By year-end
Rune Olav Pedersen
President and CEO
2022 our Cloud enabled imaging platform, PGS
Eos, was handling more than 80% of our imaging
work, resulting in significantly lower cost than our
previous in-house solution. Imaging in the Cloud
provides unprecedented flexibility and scalability,
while always having access to state-of-the-art
hardware. In August 2022 we passed another
digital transformation milestone when Shell signed
a multi-year agreement for OnDemand access to
a significant part of PGS’ MultiClient data library.
This agreement was made possible by Cloud-based
solution architecture developed under the PGS
Solis program. Our Cloud-based MultiClient data
sales platform provides easier and faster access to
MultiClient data for PGS clients. We also continue
to develop digital solutions to contextualize data
and improve our operational eciency.
The improving seismic market and our relentless
cost focus improved our cash flow generation.
Our liquidity position was further strengthened
by strong shareholder support in two private
placements raising close to $250 million of new
equity. During 2022 we reduced our net interest-
bearing debt by approximately 35% and we are well
positioned to refinance in 2023 to address our 2024
debt maturities.
Global investment in oil and gas exploration
increased by more than 20% in 2022. We expect
growth to continue in 2023 and subsequent years,
based on feedback from clients and projections
from research agencies. Combining this market
recovery with our favorable position in the
contract and MultiClient markets, along with
the progress we are making within New Energy
and digitalization makes me confident that we
have some exciting years ahead of us. We plan to
capitalize on these opportunities to strengthen
profitability and deliver attractive returns to our
shareholders.
PGS Annual Report 20225
PGS Annual Report 20226
BUSINESS
HIGHLIGHTS 2022
Significant contract price increase and margin
expansion compared to 2021, with a large
portion of contract vessel capacity utilized for
production seismic (4D) operations
Second highest MultiClient late sales on
record due to increased exploration spending
and significant transfer fees
Successfully completed four carbon storage
acquisition projects and established a strong
position in the carbon storage geoservices market
Awarded large Petrobras 4D contract and started
rigging Ramform Victory to acquire the 4D survey,
commencing mid-2023
Order book increased by 74% year-over-year
and is at the highest level since Q3 2014
Improved financial position by generating ~$210 million of
cash flow before financing activities and strong support
from shareholders with ~$250 million of new equity
Strong progress on digital transformation with more than
80% of imaging done in the Cloud, resulting in lower cost
and improved flexibility and scalability compared to earlier
solution with in-house computer capacity
Made significant progress in developing new MultiClient
OnDemand business models and driving operational
eciencies from digital solutions
PGS Annual Report 20227
FINANCIAL CALENDAR
Q1 2023
Revenue Update
April 14, 2023
Q2 2023
Revenue Update
July 11, 2023
Q3 2023
Revenue Update
October 10, 2023
Q4 2023
Revenue Update
January 10, 2024
Q1 2023
Earnings Release
April 27, 2023
Q2 2023
Earnings Release
July 20, 2023
Q3 2023
Earnings Release
October 25, 2023
Q4 2023
Earnings Release
January 25, 2024
Annual
General Meeting
April 26, 2023
Apr
2023
Jun
2023
Aug
2023
Oct
2023
Dec
2023
May
2023
Jul
2023
Sep
2023
Nov
2023
Jan
2024
PGS Annual Report 20228
Key Financial
Figures
In USD million, except per share data 2022 2021
Segment Reporting
Produced Revenues 81 7.2 590.0
Produced EBITDA 446.7 320.2
Profit and loss numbers, As Reported
Revenues and Other Income 825.1 703.8
EBITDA 454.6 434.0
EBIT ex. impairment and other charges, net 117.0 (32.0)
Net financial items (112.7) (97.6)
Income (loss) before income tax expense (6.7) (163.8)
Income tax expense (26.1) (15.6)
Net income (loss) to equity holders (32.8) (179.4)
Basic earnings per share ($ per share) (0.06) (0.45)
Other key numbers
Net cash provided by operating activities 371.3 326.6
Cash investment in MultiClient library 106.4 127.2
Capital expenditures (whether paid or not) 50.2 33.4
Total assets 1,953.3 1,792.8
Cash and cash equivalents 363.8 170.0
Net interest-bearing debt 616.7 936.4
Net interest-bearing debt, including lease liabilities following IFRS 16 703.9 1,051.3
Total Produced
Revenues and
Other income
202220222022 201920192019 202020202020
20222019 2020 2021
202120212021
20222019 2020 2021
81 7.2
336.3
29.1
458.1
880.1
318.8
22.7
529.6
595.9
146.7
21.7
385.9
590.0
207.8
23.6
354.3
2022 Segment
Revenue Split
KEY FIGURES
401.8
579.8
426.2
487.8
MultiClient
56%
Imaging
3%
Contract
41%
Gross Cash Cost
Produced Revenues
by Business Activity
MultiClient Contract External Imaging
PGS Annual Report 20229
PGS is headquartered in Oslo, Norway, and had oces in 12
countries around the world at year-end 2022, and operates
regional centers in Weybridge, UK and Houston, USA.
People and Places
KEY FIGURES
20222019 2020 2021
1 248
900
862
839
Number of
Employees by
Year-end
Luanda, Angola
Cairo, Egypt
Accra, Ghana
Tokyo, Japan
Almaty, Kazakhstan
Kuala Lumpur, Malaysia
Oslo & Stavanger, Norway
Weybridge, UK
Austin & Houston, USA
Lagos, Nigeria
Perth, Australia
Rio de Janeiro, Brazil
Rune Olav Pedersen (1970)
President & CEO
Gottfred Langseth (1966)
Executive Vice President & CFO
EXECUTIVE TEAM
Rune joined PGS in October 2010 and became President and CEO in 2017.
Previously, he combined the roles of PGS General Counsel and Head
of Legal, with responsibility for communication, strategic customer
relations, marketing, and corporate development. Prior to joining PGS,
he served for four years as a partner in the law firm Arntzen de Besche,
specializing in oil and gas, and before that worked as an attorney and
associate in the same firm. He started his career as a junior research
fellow at the University of Oslo and has served as a deputy judge at
district court level, in Norway. He serves as a board member of the E&P
company, OKEA. Rune has a law degree from the University of Oslo, a
post-graduate diploma in European competition law from Kings College
London, and an MBA from London Business School.
Gottfred joined PGS in November 2003 and was appointed Executive
Vice President and Chief Financial Ocer in January 2004. Before
joining PGS he was Chief Financial Ocer of the information technology
company Ementor ASA from 2000 to 2003. Gottfred was Senior Vice
President of Finance and Control at the oshore engineering and
construction company Aker Maritime ASA from 1997 to 2000. He
worked at Arthur Andersen Norway from 1991 to 1997. Gottfred was
certified as a Norwegian state authorized public accountant in 1993 and
holds a Master of Business Administration degree from the Norwegian
School of Economics and Business Administration.
PGS Annual Report 202210
EXECUTIVE TEAM
Nathan Oliver (1966)
Executive Vice President, Sales & Services
Nathan joined PGS in 1993 and was appointed EVP Sales and Services
in September 2020. He has served PGS globally in various locations,
managing international teams in London, Houston, Singapore and
KL, with regional responsibilities for Europe, West Africa, North and
South America, and Asia Pacific, running a range of PGS activities
from advanced imaging to MultiClient. Prior to joining PGS he worked
at Digicon Geophysical. Nathan holds an MSc Geoscience from the
University of Sheeld, and a BSc in Geology from Kingston University.
Berit Osnes (1964)
Executive Vice President, New Energy
Berit joined PGS in 2006 and assumed her current position in April
2021. She has served in various MultiClient sales management roles,
including Vice President Geophysics Europe, Africa and Middle East,
Vice President MultiClient Europe, Senior Vice President MultiClient,
SVP Strategic Projects and SVP Eurasia. She was also an employee-
elected member of the PGS Board of Directors in 2015 and 2016. Before
joining PGS she held technical management positions with Geoteam
AS and Veritas DGC Ltd. Prior to this, she spent 11 years with Norsk
Hydro working within field development, exploration and geophysical
operations. Berit holds an MSc Geophysics from the Norwegian
University of Science and Technology (NTNU).
Rob Adams (1976)
Executive Vice President, Operations
Rob joined PGS in 1998, becoming EVP Operations in January 2020. He
has experience from all PGS business areas, including oshore, and has
carried regional responsibility for projects and teams running acquisition
and processing activities in Europe, Africa, and Asia Pacific. As SVP
New Ventures (2018 – 2020) he was responsible for new MultiClient
projects across all continents. Rob has been involved in framing PGS
initiatives for reducing turnaround and future visioning. Rob holds a BSc
in Geology and Geophysics from the University of Durham.
PGS Annual Report 202211
Digital Transformation
Accelerates Strategy Execution
PGS began its digital
transformation in 2019. First
steps were to establish a digital
transformation team responsible
for overseeing and advising
on the digital transformation
processes, electing Google Cloud
as its preferred Cloud provider
and engaging with Cognite to
initiate a project to reduce vessel
operating cost and improve
vessel eciency. The Company
identified a set of target areas
and initiatives for digital
transformation to enable change
across the business, improve
sustainability, reduce costs and
increase eciency, including:
PGS SOLIS
MultiClient Data in the Cloud
Scalable Cloud-native Imaging Platform
PGS EOS
Companywide Production-scale
Data Analytics
PGS Digital Factory
A Cloud-based sales platform that enables new sales
models and allow clients to collaborate on high-quality
data and achieve faster decisions and subsurface insights.
Enabling faster processing and imaging of seismic data,
using automated workflows and Cloud scalability and
flexibility. This is enabled by always having access to the
latest software and hardware technology in the Cloud, which
can be exactly tailored to the requirements of the Imaging
job and only when needed. Google Cloud is almost completely
carbon neutral and continuously expanding in size and
location.
This suite of digital solution uses available data to build
more insights, analyze paterns and trends and utilizes
machine learning and artificial intelligence to optimize
costs, improve predictability and performance, reduce
turnaround time, and reveal commercial opportunities.
PGS Annual Report 202212
The way in which energy companies consume data is changing and
PGS has addressed this by making MultiClient data more accessible
and usable, enabling greater collaboration and increased productivity.
PGS MultiClient OnDemand unlocks real eciency gains in the energy
companies’ workflows.
PGS Solis is a Cloud-based data delivery and access system that allows
clients to view, sample and stream MultiClient data. PGS Solis enables
new business models such as management of client data in the Cloud. In
December 2021, a milestone was marked when PGS signed its first multi-
year Data Management as a Service (“DMaaS”) agreement with a major
client. Under the agreement the client can store, manage and access
subsurface data they have licensed from PGS in a Cloud-based data
asset management solution. The DMaaS service seamlessly connects the
end user to seismic data, with anytime access to stream and download
entitled data into their work environments.
PGS Solis underpins Versal, a cross-industry collaboration that provides a
unified ecosystem for accessing MultiClient seismic data from PGS, TGS,
CGG and Schlumberger, thereby giving access to the vast majority of the
world’s MultiClient libraries via a single log-in.
In August 2022, Shell signed a multi-year agreement for OnDemand
access to a significant part of PGS’ MultiClient data library. This
agreement was enabled by Cloud-based solution architecture, developed
under the PGS Solis program. This enterprise access solution is the first
of its kind in the industry and will improve exploration workflows for
energy companies and accelerate their strategic decisions.
In 2023, PGS will continue to develop PGS Solis, capitalizing on
experience gained from its own digital sales solutions and client feedback
from Versal users. Ultimately, these initiatives will open new commercial
models and opportunities, such as applying machine learnings and
artificial intelligence at scale for deeper subsurface insights.
MultiClient Data in the Cloud
PGS Solis
MultiClient OnDemand
Data management as a service (DMaaS)
Flexible subscription models
PGS Annual Report 202213
PGS started transitioning seismic data imaging to the Cloud
in 2019 and successfully ran its first commercial processing job
in the Cloud in 2020. Cloud compute oers access to almost
unlimited virtual-CPU and storage capacity and the latest
technology, allowing PGS to leverage flexible and cost-ecient
compute capacity to image advanced seismic measurements,
with reduced capital expenditures and no capacity bottlenecks.
In 2022 PGS modified most of its compute intensive Imaging
workflows to run in the Cloud, and by year-end the Company
was running more than 80% of its imaging work in the Cloud at
a significantly lower cost compared to on-premises compute.
The scalability of Cloud Imaging was also demonstrated in
2022 by achieving a hypothetical 72.02 petaFLOPS capability,
equivalent to the world’s 7th largest computer. and more than
4x the peak from earlier on-premise capacity. The transition
to imaging in the Cloud has provided PGS with unprecedented
flexibility and scalability while always having access to state-of-
the-art hardware.
Imaging in the Cloud
PGS Eos
Scalable Cloud-native seismic imaging
Managing infinite resources
Faster when it counts
PGS Annual Report 202214
The PGS Digital Factory provides a crucial role in
realizing many of the Company’s strategic goals. A
portfolio board governs the Digital Factory, ensuring
its use-case development aligns with PGS strategy
and delivers measurable value to the Company.
In its first two years, the Digital Factory has focused
on improving vessel operations, by enabling analysis
of contextualized data from across the PGS fleet.
This has resulted in greater energy eciency,
optimization of vessel speed, preventive streamer
and eBird maintenance, and improved HSEQ both in
small-boat operations and use of personal protection
equipment. The project has delivered measurable
results that have been implemented across the fleet.
From the second half of 2021, the Digital Factory
expanded its reach companywide, and initiated
improvement projects in commercial and other
functions. In 2022, the Digital Factory developed
a software for improved MultiClient entitlement
management and launched a tool for responding
quicker and more accurately to contract bids.
These initiatives demonstrate the Digital Factory’s
commitment to driving eciency and innovation
throughout PGS.
Companywide Production-scale
Data Analytics
PGS Digital
Factory
Standardize, analyze, automate
Enabling change and improving
sustainability
Improving cost and eciency
PGS Annual Report 202215
PGS New Energy
PGS established the New Energy business area early 2021 to diversify its
product portfolio and build a substantial market presence in the provision
of subsurface data for emerging markets related to the ongoing energy
transition. In 2022, New Energy has established a solid position within
the carbon storage geoservices acquisition market. Now New Energy is in
the process of entering the oshore wind geoservices market.
PGS New Energy has identified carbon storage, oshore wind
and marine minerals as markets where there is potential to build
a profitable business, by leveraging PGS’ existing expertise and
assets.
Oshore Wind Carbon Storage Marine Minerals
PGS Annual Report 202216
There is a broad consensus that carbon storage will be essential to
reduce global emissions of carbon dioxide from industrial processes
and that there is an abundance of geological storage in the form of
depleted oil and gas fields and saline aquifers. Reliable geophysical
data is fundamental in the selection of safe and ecient sites for
carbon storage, which must demonstrate three key attributes: capacity,
containment and injectivity.
There is an increasing number of Carbon Capture and Storage (“CCS”)
projects under development where geophysical services are needed. In
2022 PGS successfully completed four CCS acquisition projects, Northern
Lights CCS 4D baseline, Endurance CCS, Smeaheia CCS and Snøhvit 4D,
of which parts relate to CCS. By completing four out of the five CCS
acquisition projects done globally in 2022, PGS has established a solid
position in the carbon storage geoservices market.
Judging by the carbon storage needs prognosed in many CCS market
reports, there is a significant potential for a market for new seismic
acquisition and subsequent repeat 4D monitoring within the carbon
storage domain to reach the net zero target set by the United Nations.
PGS aims to be a leading provider of subsurface data for carbon storage
applications. To get there the Company will partner with the industry to
help lowering technical risks of carbon storage developments through
existing and new business models.
PGS has a comprehensive MultiClient data library, that can provide
useful insights into geological properties over many prospective storage
sites. The Company’s GeoStreamer data combined with quantitative
measures of reservoir quality can provide robust estimates of geological
constraints and control on containment and injectivity. Reliable
characterization of the overburden is required to ensure the distribution
of geological faults in each area is well understood and does not present
an undue containment risk.
The MultiClient data library will not cover all potential storage sites.
Where new acquisition is required, PGS’ modern broadband 3D
GeoStreamer seismic data is especially well-suited to reliably determine
subsurface properties, even in the absence of well-data. Seismic
data, combined with PGS expertise in characterizing the subsurface
can be used to minimize uncertainty and failure risk when selecting
carbon storage sites. Once the storage site is selected PGS can supply
integrated services to monitor carbon injection, storage and ensure
containment over time.
In 2022, in addition to new acquisition, PGS made several MultiClient
data sales for development of carbon storage projects.
Carbon Storage
PGS Annual Report 202217
One of the challenges for oshore wind is the growing geographical size
of windfarm licenses and leases, which could increase the time and cost
of wind energy development projects. Many of the new license areas will
be close to (or are larger than) 1,000 square kilometers. At this scale,
detailed seabed and shallow subsurface modeling will be required over
areas comparable to those found in hydrocarbon exploration.
There is a growing need for ultra-high resolution 3D seismic data in
pre-installation site surveys for oshore wind farms, where a detailed
understanding of the properties of the upper 100 meters or so of the
sub-surface is required to safely position and install wind turbines.
Traditionally, site surveys for wind farms have been acquired using a grid
of Ultra High Resolution (“UHR”) 2D seismic lines, limiting severely the
reliability of subsurface information to plan and profile the location.
Limitations of UHR2D are driving wind farm operators to consider UHR
3D seismic as an alternative. PGS now oers UHR 3D seismic acquisition,
imaging, and interpretation following the purchase of NCS Subsea.
PGS’ P-Cable achieves UHR imaging of the subsurface by sampling the
seismic wavefield at a high spatial and temporal rate.
In January 2023, PGS announced the award of its first ultra-high
resolution windfarm site characterization project. The survey will cover
two European windfarm sites, both of which are in a development
phase. PGS will mobilize Sanco Swift for the project in early April 2023
and expects to complete acquisition towards the end of June. PGS
believes its geophysical approach to understand the shallow subsurface
layers has a proven market fit and is ready to be scaled to increase the
Company’s market share in the oshore wind segment.
The need for critical minerals from several industries and the energy
sector is likely to grow significantly according to published reports. To
get sucient access to resources it will be important to extract marine
minerals. PGS is participating in an industry consortium in Norway,
under the research organization SINTEF, which is working to define
best practices to characterize, quantify, and understand uncertainty for
seabed mineral resource exploration. In 2022, PGS was a part of ATLAB3,
the first marine minerals research project in the North Atlantic to
include seismic data acquisition using GeoStreamer technology. ATLAB
is the Atlantic Laboratory consortium of geophysical research data and
originates from NTNU in Norway. Marine minerals constitute a potential
new market for PGS; however, it will take time before it is commercially
developed.
Oshore Wind
Marine Minerals
PGS Annual Report 202218
Integrated Service Oering
MultiClient
Contract
New Energy
Acquisition Fleet
Imaging
Energy Security
Energy Transition
Hydrocarbon production
Carbon storage, wind and
marine minerals
MultiClient data library
Data acquisition
Technology & digitalization
Geophysical expertise & imaging
PGS is in a unique position as the only integrated
marine seismic data acquisition and imaging company,
oering a full range of towed streamer acquisition
and imaging services through both the Contract and
MultiClient business models. By controlling the fleet,
the imaging process and R&D, PGS can tailor technology
and commercial solutions to address client challenges.
PGS Annual Report 202219
The energy transition is driving energy companies towards focusing on producing fields and proven
hydrocarbon basins. Demand for seismic services is increasingly aimed at nearfield exploration and
4D reservoir optimization to maximize returns on the energy companies’ investments. Access to
high-capacity vessels and dierentiating technology are fundamental in the growing 4D reservoir and
nearfield exploration market, a market which favors the contract business model. PGS has enjoyed a
significant and growing presence in these markets. The PGS data library is strong in mature areas that
are ideal for infrastructure lead exploration (“ILX”), while the Ramform acquisition platform and multi-
sensor GeoStreamer technology are the preferred technology solution for 4D reservoir monitoring.
PGS established its New Energy business area early in 2021 with the ambition of building a substantial
and recognized presence within the oshore renewables’ segment related to the ongoing energy
transition. PGS has identified carbon storage, oshore wind, and marine minerals as domains
where the Company’s assets, competence, technology, and capabilities align well with current
global challenges. During 2022, PGS successfully completed four CCS acquisition projects out of the
five contracts tendered in the world market, and thereby established a solid position in the carbon
storage geo-services market. In addition, PGS secured one imaging contract for CCS and made several
MultiClient data sales related to the development of CCS projects.
The benefits of PGS’ integrated services oering go beyond improving the Company’s position in the
ongoing energy transition, by enabling flexible business models in more traditional markets. PGS has
a portfolio of MultiClient acquisition agreements with host nations and can acquire data using either
the MultiClient or the contract business model. As a result, PGS is involved in more client dialogues
and can tailor solutions on commercial terms that benefits both clients and PGS. If a client requests
proprietary data in an area where they have recently been awarded acreage, and PGS has a permit to
acquire MultiClient data, acquisition can start early. This allows energy companies to spend more time
analyzing the subsurface data, which generally results in better well-placement and improves their
probability of success . PGS’ access to MultiClient agreements in many countries has made it possible
to accelerate our delivery of quality seismic in the time-critical exploration phase.
Commercial flexibility also allows for innovative acquisition arrangements. In mature areas, smaller
contract jobs can be incorporated into larger regional MultiClient surveys. Benefits to the client include
access to cost ecient data and the opportunity to license seismic beyond their block boundary to get
a better regional understanding of the subsurface, while PGS benefits from economies of scale and
secures pre-funding for its MultiClient survey.
Integration for Energy Transition
Entering New Oshore Markets
Flexible Business Models
PGS Annual Report 202220
Integration strengthens PGS’ control of all aspects of the seismic acquisition and imaging processes.
This positively impacts everything from the identification of new projects to building close client
relationships, securing financial commitment and ensuring projects proceed according to plan and
quality objectives.
PGS executes projects more eciently, as there is less need to balance the commercial drivers of
third parties and subcontractors. Playing in all acquisition and imaging markets enables PGS to build
order book continuity for vessels more eectively through the cycles.
Leveraging Client Engagement
An integrated approach also enables PGS to parallelize the workflow , such as data acquisition and
processing, thereby leveraging eciencies that allow the Company to decrease the time required
from planning to data delivery.
Reducing Cycle Time
PGS is known for its unique technology. By targeting R&D expertise on marine acquisition and
seismic imaging challenges, the Company improves the eciency of in-house design, development,
testing and implementation of new solutions and technologies.
Acquisition and Imaging R&D
Operating a homogenous seismic equipment solution based on GeoStreamer multi-sensor
technology, on the industry’s leading 3D seismic acquisition platform enables PGS to provide reliable
and flexible solutions. Interchangeable capacity enables PGS to eectively manage timing and
permit constraints, changes of project timing and almost any survey specification. PGS vessels and
streamer technology deliver reliable, timely and consistent quality of services and data, which are
highly valued by many clients.
Interchangeable Assets
PGS Annual Report 202221
Contract Acquisition Services
Contract work is seismic data acquisition under
exclusive contracts directly with clients, where the
client owns the acquired data. PGS delivers fast and
ecient acquisition of high-quality seismic data
with safe and environmentally sound operations.
Production seismic, or 4D, is a growing segment of
the seismic contract market that enables energy
companies to optimize resource extraction from
producing fields. Operational precision, data
resolution and survey repeatability are essential,
and are areas where PGS excels. The value of using
4D seismic is increasingly acknowledged outside of
the traditional areas of the North Sea, Brazil, and
Angola. High-resolution 3D surveys are repeated
at regular intervals during a producing field’s life
cycle, and those first acquired with GeoStreamer
multi-sensor technology are generally repeated
with multi-sensor. Production seismic and nearfield
exploration deliver short cycle return on investment
and these markets tend to be more resilient
than pure exploration projects. The ongoing
energy transition drives seismic demand towards
infrastructure lead exploration and production as
the energy companies extract more value from
producing fields and existing portfolio acreage.
In addition to PGS traditional business, the
Company completed several 4D baseline surveys
for development of CCS projects in 2022. Carbon
storage plays a significant role in all net zero
scenarios and identification, characterization and
monitoring of carbon storage sites could constitute
a significant new seismic acquisition market.
MultiClient
MultiClient data is acquired, imaged, and owned
by PGS and host governments. Energy companies
purchase a license from PGS to use specific data,
and a single survey is typically licensed to multiple
energy companies. To build and maintain the
MultiClient data library, PGS makes significant
investments in developing, acquiring, and imaging
new surveys. By continuously investing in the
MultiClient data library the Company expands its
footprint in proven hydrocarbon basins and selected
emerging basin areas.
The ability to identify and initiate new MultiClient
programs with solid economics over the life of
the data library asset is a key success criterion for
the MultiClient business model. PGS de-risks new
programs by securing pre-funding commitments
from energy companies, with a targeted pre-
funding level for the combined portfolio in the
range of 80-120% of the capitalized MultiClient
cash investment. In 2022, the pre-funding level
ended at 124% and it is expected to be at the top
end of the targeted interval in 2023.
PGS Product Portfolio
PGS provides seismic data that
describes the geology beneath the
ocean floor, which energy companies
rely on to find oil and gas reserves and
CCS storage sites worldwide. PGS’ main
products and services include:
SEISMIC DATA ACQUISITION
SEISMIC IMAGING
MULTICLIENT DATA LIBRARY
GEOSCIENCE DATA INTEGRATION
AND ANALYSIS
PGS Annual Report 202222
Initiation of New MultiClient Surveys
The MultiClient business is about having the
right data, in the right place, at the right time.
PGS initiates attractive new MultiClient projects
by capitalizing on its existing data library, in
combination with applying in-house imaging and
reservoir expertise, and feedback from clients
regarding exploration and production areas of
interest. The PGS MultiClient data library provides
information about the geology in all the world’s
major hydrocarbon basins. By analyzing these
data, including available public or ‘open file’ data,
PGS imaging and reservoir experts can propose
extensions to the existing library and new areas of
hydrocarbon resource potential that have a high
likelihood of being of interest to energy companies.
These findings are assessed against feedback
from clients on their assessment of hydrocarbon
potential and where they need more seismic data
to support their exploration and production activity.
The information is combined with an overall
risk analysis of the area, such as geological
prospectivity, geophysical imaging challenges,
political risks, past performance of surveys in the
region, and the likelihood of future license rounds
or other sales trigger events to ensure the business
model is robust.
In addition to serving clients, PGS also plays a
role in supporting governments in exploring and
promoting their resource potential. A key part of
the MultiClient business involves providing high-
quality data and tailored advice to help optimize
oshore hydrocarbon opportunities in each unique
country and basin.
MultiClient Data Library Sales
PGS has a modern and diverse global MultiClient
data library focused in largely mature areas of high
oil and gas prospectivity. By accessing PGS’ data
library, clients can evaluate hydrocarbon potential
faster, compared to acquiring and processing a new
seismic survey on a proprietary basis. The rapid
access to high-quality seismic data enables energy
companies to assess the subsurface risks before
applying for acreage in licensing rounds, guides
exploration eorts, and evaluations of farm-in
opportunities.
License rounds serve as important sales triggers for
the PGS MultiClient data library and guide long-
term investment decisions for new MultiClient data
acquisition. The geographical diversity and strategic
positioning of PGS global MultiClient library enables
the Company to benefit from license rounds around
the globe. However, other conduits to acreage
access have been on the rise over the last years,
including shorter time frame mini-licensing rounds,
direct acreage promotions, permanent oerings
while some countries have open door licensing
rounds.
A large MultiClient library with continuous coverage
has obvious benefits. Geology is broad scale in
nature, and it is dicult to understand and predict
the characteristics of a local area if it is not set in
context of the larger geological system. By re-
imaging existing data in the MultiClient library
using the latest geophysical techniques, PGS
creates regional data sets that make it possible to
interpret and analyze entire basins in a consistent
manner. Santos Vision in Brazil, Flex Vision in the
Gulf of Mexico and GeoStreamer PURE in Norway,
are three examples of re-imaged regional-scale
subsurface data sets. PGS also employs geological
expertise, which is used to plan and market
MultiClient projects and advise governments how
to maximize the value of their subsurface acreage,
from licensing and exploration through to appraisal,
development and production, and now also carbon
storage.
The PGS MultiClient 3D data library is strongly
oriented towards 3D, with a total 3D footprint
that consists of more than 1,140,000 square
kilometers (“sq. km”) of seismic data. This vast
library is composed of several hundred individual
3D surveys, that fall into one or more of the
following categories: GeoStreamer 3D data acquired
using multi-sensor technology (589,000 sq. km),
conventional 3D (331,000 sq. km), and surveys that
have been combined and reprocessed which include
Vision 3D (129,000 sq. km), and MegaSurveyPlus
(95,000 sq. km).
In addition to its 3D data, the MultiClient 2D library
of PGS is comprised of approximately 562,000-
line kilometers, with 70% of it being GeoStreamer
data. Furthermore, the Company has more than
900,000 sq. km of MegaSurvey, which is produced
by integrating available public data with its own
3D data to create large-scale regionally geologically
continuous 3D datasets. These resources allow PGS
to provide clients with a comprehensive and high-
quality data library to support their exploration and
production eorts.
PGS Product Portfolio
PGS Annual Report 202223
PGS GeoStreamer MultiClient data can be used
to minimize uncertainty and failure risk when
selecting CO2 storage sites. I addition to acquiring
new seismic data for development of CCS projects,
PGS has made several MultiClient sales for the
same purpose.
Ramform Advantage
PGS operates a core fleet of Ramform vessels,
comprising four Ramform Titan-class vessels, one
Ramform S-class vessel and one Ramform V-class
vessel. Responding to burgeoning demand,
the Company plans to introduce an additional
Ramform V-class vessel in the second half of 2023
to acquire a large 4D production contract in Brazil.
However, it is not finally decided if the vessel
will remain in production after completion of the
project.
Ramform vessels with their distinct delta-shaped
hulls and unique wide back decks, oer safe and
highly ecient seismic acquisition. The breadth of
the Ramform back decks, ranging from 40 meters
on the Ramform S-class and the V-class, to 70
meters on the Ramform Titan-class, provides
unparalleled streamer handling capabilities and
stability. The PGS fleet delivers industry leading
performance in deployment, acquisition, and
streamer recovery.
PGS leads the industry in HSEQ performance
and aims to sustain and improve this, with a
culture based on operational excellence and
safety. In 2022, PGS won a safety performance
improvement award by the leading independent
research and advisory firm Verdantix. The award
recognizes PGS’ HSEQ Categorizer – a digital tool
which proactively identifies potential incidents.
The digital solution makes PGS more responsive,
and the Company can visually demonstrate its
safety commitment to clients.
GeoStreamer Technology
PGS launched GeoStreamer in 2007 and all vessels
in the fleet are equipped with this multi-sensor
streamer technology. Benefits of the technology
include subsurface images of greater resolution,
accuracy, and reliability. The streamer is towed
deep, increasing the low-frequency signal content
and its multi-sensor recording allows the accurate
removal of unwanted noise that interferes with
the seismic signal. The Company is evolving
the technology to increase durability, while
maintaining data quality. The useful life of the
streamer has been increased from seven years, for
the earlier design, to more than ten years for the
latest version.
In 2019, PGS launched GeoStreamer X, which
capitalizes on the GeoStreamer technology with
an innovative acquisition configuration. Adding
new azimuths to existing data oers a highly
cost-ecient alternative to improve illumination
and subsurface understanding versus ocean
bottom node systems.
Imaging Services
PGS runs several of its key imaging algorithms
fully in the Cloud, which oers scalability,
flexibility and access to almost unlimited compute
capacity. By the end of 2022 more than 80% of
the Company’s imaging work was conducted
eciently in the Cloud. All PGS imaging centers
globally now use Cloud-compute.
PGS uses state-of-the-art imaging technology
and innovative workflows to image data in
contract model exclusively for energy companies
and for the PGS MultiClient data library. In
addition to imaging new surveys, these centers
also rejuvenate existing MultiClient data.
Imaging services comprise 3D imaging, reservoir
characterization, 4D processing solutions, and
advanced imaging of ocean bottom node data.
Geoscience data integration and analysis
PGS’ modern, broadband 3D GeoStreamer seismic
data is especially well-suited to reliably determine
subsurface properties, even in the absence of
well-data. PGS’ highly experienced geoscientists
use seismic data to help clients maximize the
value of their subsurface assets, ranging from
licensing and exploration through to appraisal
development, production and carbon reinjection.
PGS Product Portfolio
PGS Annual Report 202224
The PGS MultiClient data library
contains advanced images of
the subsurface that energy
companies use to explore
for hydrocarbons. Better
data enables more eective
exploration and increases the
chances of success.
Building a MultiClient Data Library
for the Future
Comprising approximately
562 000 line kilometers,
of which 70% is
GeoStreamer 2D data.
PGS
MultiClient
2D
Has a total 3D footprint
of more than 1 140 000
sq. km. of which the
premium GeoStreamer
data comprises
approximately 52%
PGS
MultiClient
3D
52%
70%
GeoStreamer
GeoStreamer
The library focuses on areas
of high prospectivity, where
clients have good potential
for accessing acreage.
A range of commercial
models for data licensing is
available, designed to suit the
exploration objectives and
ambitions of any oil company.
PGS Annual Report 202225
PGS has a unique advantage in being
the only seismic operator to use vessels
of the Ramform design. The ability to
tow large, dense streamer spreads, as
well as rapid streamer deployment and
retrieval, are critical factors for high
productivity. The capability to complete
large surveys in short time spans is a
significant PGS advantage.
Utilizing the
Capabilities of
the PGS Fleet
PGS Annual Report 202226
Streamer count
Vessel age
Ramform
Sovereign
14
15
Ramform
Hyperion
6
16
Ramform
Tethys
7
16
Ramform
Atlas
9
16
Ramform
Titan
10
16
Ramform
Vanguard
25
12
Vessel age and streamer count
Active Vessel Time in 2022
Contract MultiClient
72% 28%
71% Vessel Utilization in 2022
MultiClient
20%
Steaming
11%
Standby
13%
Yard
5%
Contract
51%
*Per million man-hours
20222019 2020 2021 20222019 2020 2021 20222019 2020 2021
Total Recordable Case
Frequency (“TRCF”)*
Lost Time Incident
Frequency (“LTIF”)*
High Potential
Incidents (“HIPO”)*
0.52
0.35
0.86
0.52
0.00
1.03
0.28 0.28
0.84
0.65
0.44
0.65
PGS Annual Report 202227
Share Facts
As of December 31, 2022, PGS had 909,549,714
shares outstanding. During 2022, the number
of outstanding shares increased by 483,622,019
shares following two equity raises for gross
proceeds of NOK 2,477.2 million and conversion
of the convertible bond issued in 2021 at a
remaining nominal amount of NOK 75.8 million.
Each share has a par value of NOK 3. The ticker
code for PGS at the Oslo Stock Exchange is
“PGS” and the shares are denominated in
Norwegian kroner (“NOK”). On average more
than 15 million PGS shares were traded daily on
the Oslo Stock Exchange in 2022.
PGS earlier had an American Depositary Receipt
(“ADR”) trading in the US. Due to low trading
volumes the Company decided to terminate the
ADR program with eect May 5, 2022.
Shareholders
PGS had 13,941 shareholders on record as of
December 31, 2022, according to the Norwegian
Central Securities Depository (“VPS”).
As of December 31, 2022, Coltrane Asset
Management was the largest PGS shareholder,
owning 147.7 million shares or 16.2% of the
Company. In January 2023 Coltrane Asset
Management announced they had reduced
their ownership to below 15%. As of year-end
2022, PGS held 275,086 of its own shares.
Distribution of Information
and IR Activities
All Company information considered material
to the capital markets is published via the
Oslo Stock Exchange’s news service:
THE PGS SHARE
The PGS share is listed the Oslo Stock Exchange in Norway. As of year-end 2022,
close to 50% of the Company was owned by Norwegian investors, while US and
UK based investors owned 20% and 17% respectively. The rest was owned by
investors mainly located in other Western European countries.
www.newsweb.no and posted on the
Company’s website. PGS holds public
presentations in connection with quarterly
earnings releases, and management has a
frequent dialog with investors and participates
at investor conferences.
Analyst Coverage
As of December 31, 2022, there were 10 sell-side
analysts with research coverage of PGS.
An updated list of analyst coverage is published
on the Company’s website www.pgs.com.
2023 Annual General Meeting
PGS’ 2023 Annual General Meeting is scheduled
for April 26, 2023. Each PGS share is entitled
to one vote. Shareholders who wish to attend
the Annual General Meeting are requested to
pre-register via the Company’s registrar. The
registrar’s contact information follows:
DNB Bank ASA
Registrar Services
PO Box 1600 Sentrum
NO-0021 Oslo, Norway
Phone: +47 23 26 80 20
Email: kua@dnb.no
Corporate Credit Rating
As of December 31, 2022 Moody’s has a ‘Caa1’
corporate rating on PGS with Positive Outlook,
and S&P has a CCC+ corporate rating with a
Stable Outlook.
PGS Annual Report 202228
20 Largest PGS Shareholders*
December 31, 2022
Total shares Ownership percent
Coltrane Asset Management, L.P. 147 725 792 16.2
DNB Asset Management AS 55 229 324 6.1
Interactive Brokers, L.L.C. 40 694 043 4.5
M & G Investment Management Ltd. 36 642 894 4.0
UBS AG London 29 808 558 3.3
MH Capital AS 25 871 562 2.8
BofA Global Research (UK) 16 714 543 1.8
Dimensional Fund Advisors, L.P. 16 454 694 1.8
Vicama Capital AS 12 845 121 1.4
Nordnet Livsforsikring AS 11 011 230 1.2
FIRST Fondene NCP 10 850 000 1.2
VICAMA AS 10 000 000 1.1
Morgan Stanley & Co. International Plc 9 536 064 1.0
Dinosaur Merchant Bank, Ltd. 9 500 000 1.0
BA5 Invest AS 9 360 796 1.0
Langebru AS 8 500 000 0.9
Oppenheimer & Co. Inc. 6 000 000 0.7
J.P. Morgan Securities plc 5 569 439 0.6
Acadian Asset Management LLC 5 531 519 0.6
Crèdit Andorrà Asset Management 5 242 443 0.6
Other 436 461 692 48.2
Total 909 549 714 100.0
*The data is provided by Nasdaq IR Insight and is obtained through an analysis of beneficial ownership and fund manager information
provided in replies to disclosure of ownership notices issued to all custodians in relation to the PGS share register provided by the
Norwegian Central Securities Depository (VPS). Every reasonable eort has been made to verify the data, however neither PGS nor Nasdaq
IR Insight can guarantee the accuracy of the analysis.
THE PGS SHARE
Citizenship of Shareholders
Norway
47%
USA
Other
20%
16%
UK
17%
PGS Sell-side Analyst Location
Norway
70%
France
20%
UK
10%
PGS Annual Report 202229
THE HISTORY OF PGS
2022
Benefitted from improving seismic market
and increased revenues and cash flow.
Secured close to $250 million of new
equity and improved the liquidity reserve
significantly. Strong progress within
New Energy and the Company’s digital
transformation process.
2020
The Covid-19 pandemic had a severe
negative impact on the seismic industry
and PGS reduced cost and capital
expenditures significantly as a response.
Rejected a non-binding bid from TGS to
acquire PGS MultiClient data library.
2019
Sold the Ramform Sterling to JOGMEC in
Japan and entered into a related service
agreement of up to 10 years with annual
renewals. Changed name from Petroleum
Geo-Services ASA to PGS ASA.
2018
Sold OptoSeis to GeoSpace as a part of
the strategy to divest non-core assets.
2016
Ramform Tethys was delivered,
improving fleet capabilities further with
excellent operational performance.
2015
In an uncertain market environment
PGS focused on cash flow and
increased its liquidity reserve.
2014
Ramform Atlas, the second Ramform
Titan-class vessel, was delivered.
2013
PGS took delivery of the Ramform
Titan, the first vessel in a series of
four Ramform Titan-class ships.
2012
PGS exercised options to build another
two Ramform Titan-class vessels and
launched Separated Wavefield Imaging
(“SWIM”).
2017
Took delivery of Ramform Hyperion.
Launched initiative to centralize, simplify
and streamline the organization.
2021
Established New Energy to leverage PGS
expertise and assets, to assess market
needs and develop business opportunities
in the evolving energy transition.
Celebrated 30 years anniversary.
PGS Annual Report 202230
2010
Following sale of its Onshore
business, PGS emerged as a focused
marine geophysical company. PGS was
reorganized into global product lines.
PGS Apollo joined the fleet.
2008
PGS took delivery of the Ramform
Sovereign and the vessel sets new industry
record with deployment of 17 streamers.
2007
PGS introduced the GeoStreamer, the first
ever dual sensor streamer. The Company sells
Ramform Victory to the Japanese Ministry
of Economy Trade and Industry (“METI”).
PGS acquired Arrow Seismic, Multi Transient
Electro Magnetics (“MTEM”) and Applied
Geophysical Services (“AGS”). The first
dividend in PGS history was paid.
2006
PGS demerged its floating production by
listing and distributing to shareholders
the company Petrojarl ASA. PGS
announces plan to build two Ramform
S-class vessels.
2003
PGS sold Atlantis to Sinochem. An
inability to meet debt obligations made
PGS file for Chapter 11 under the US
Bankruptcy code in July. PGS emerged from
Chapter 11 in November the same year.
2002
PGS bought into in the Varg field in the
North Sea from Norsk Hydro and Statoil and
established the exploration and production
company Pertra.
2001
The Company’s data management
business was sold to Landmark Graphics
Corporation. Ramform Victory tows the
world’s first 16 streamer spread.
2000
PGS sold its subsidiary Spinnaker Exploration.
2005
Pertra was sold to Talisman, and PGS became
a dedicated oil services company. In December
the same year a full refinancing of the
Company was completed.
2009
PGS took delivery of the Ramform Sterling.
2011
PGS orders two new Ramform Titan-class
vessels from Mitsubishi Heavy Industries
Shipbuilding Co Ltd. In Japan, with options for
additionally two vessels.
THE HISTORY OF PGS
PGS Annual Report 202231
1999
A fourth FPSO, the Petrojarl Varg, was
bought from Saga Petroleum.
1997
PGS was listed on the New York Stock
Exchange. PGS Production is conceived with
the acquisition of Golar-Nor and the FPSOs
Petrojarl I and Petrojarl Foinaven
1995
Ramform seismic vessel technology was
introduced with delivery of the Ramform
Explorer. From 1995 to 1999, PGS designed,
built, and deployed six proprietary Ramform
survey vessels and grew to become a
worldwide leader in the development and
industrialization of 3D marine seismic
acquisition.
1994
Acquisition of ERC – a reservoir
consultancy group.
1992
PGS was incorporated as a public limited
liability company, Petroleum Geo-Services
ASA, and listed on Oslo Stock Exchange.
1991
Geoteam and Precision Seismic merge to form
Petroleum Geo-Services (“PGS”). Later the
Company merged with Nopec. PGS’ vision was
to provide the most ecient acquisition of 3D
marine seismic data.
1993
Initial public oering on NASDAQ in the
United States. With the acquisition of
Tensor Inc., specialists in 3D processing and
depth imaging, PGS’ expanded into the data
processing field.
1998
The production services business Atlantic
Power was acquired. PGS added the Ramform
Ban to the fleet of FPSO vessels.
THE HISTORY OF PGS
PGS Annual Report 202232
PGS Annual Report 202233
Our Governance Model
PGS ASA is registered in Norway as a public limited
liability company, and our corporate governance model
is based on Norwegian corporate law, the Oslo Stock
Exchange’s Issuer Rules (available on www.euronext.
com/nb/markets/oslo), and the Norwegian Code
of Practice for Corporate Governance (available on
www.nues.com the “NUES Recommendations”). Our
governance model is suited to our Company and the
industry in which we operate.
Our corporate governance principles have been adopted
by our Board and are summarized below. Our website
provides full versions of our basic corporate governance
documents and an overview of our governance
structure. These items include the Company’s Articles
of Association, the Board’ Rules of Procedure, and
the charters for the Company’s Audit Committee,
Remuneration and Corporate Governance Committee
(“Remco”), and Nomination Committee. The documents
can be downloaded from www.pgs.com.
Our Commitments – Sustainability
We have adopted a Code of Conduct that reflects our
commitment to our shareholders, clients, employees,
and other stakeholders to carry out our business with
the utmost integrity. The Code of Conduct outlines both
what stakeholders can expect from PGS, and what PGS
expects from our employees and anyone working for PGS.
PGS and its employees are also guided by our Core Values
and Leadership Principles that drive desired behavior and
culture. Our Code of Conduct, Core Values and Leadership
Principles are available in full on www.pgs.com. During
2022, we revised slightly our recently adopted Code
of Conduct and we have updated our Mission & Vision
statements to reflect our commitment to energy security
and sustainability.
PGS is committed to the ten principles of the United
Nations Global Compact in the areas of human rights,
labor, environment, and anti-corruption. The Board and
the CEO actively ensure that the Company properly
responds to sustainability challenges. To identify and
assess actual and potential sustainability risks and
opportunities for PGS, the Board and the CEO are actively
involved in the Company’s assessment of material topics
and the development of our strategic objectives and
goals to manage them.
To identify and report on risks and opportunities
associated with climate change and the energy transition
PGS uses the frameworks developed by the Carbon
Disclosure Project (“CDP”) and the Task Force on Climate
Related Disclosures (“TCFD”).
Since 2011, PGS has published a separate sustainability
report, which communicates the Company’s progress
in alignment with the recommendations of the Global
Reporting Initiative (“GRI”). Further in 2022 we have
continued aligning our reporting with the Corporate
Sustainability Reporting Directive (“CSRD”). PGS has
also submitted annual disclosures to the CDP since 2010.
PGS has an ambition to promote the UN Sustainable
Development Goals (“SDGs”) through concrete actions
and goals that are relevant for the Company’s activities
and global presence. From the materiality assessment
PGS has identified six of the 17 SDGs where the Company
contributes. These identified goals are number 04 Quality
Education, 07 Aordable and clean energy, 09 Industry,
Innovation and Infrastructure, 13 Climate Action, 14 Life
Below Water and 16 Peace Justice and Strong Institutions.
PGS recognizes the impacts of climate change and the
need for a managed transition to sustainable energy
sources to avoid the most severe consequences for the
environment, society, the economy, and our business. The
Company has committed to reaching net-zero emissions
CORPORATE GOVERNANCE
PGS ASA and its subsidiaries (“PGS” or the “Company”) is committed to maintaining high standards
of corporate governance. We believe that eective corporate governance is essential to our
Company’s success and establishes the framework by which we conduct ourselves in creating value
for our shareholders and delivering services to our customers.
PGS Annual Report 202234
of greenhouse gases in 2050 with a 75 % reduction in
emissions from maritime operations and use of 100 %
renewable energy in oces and data processing.
A more detailed account of how PGS manages
sustainability risks and opportunities can be found in our
annual sustainability report and other ESG documents
available at www.pgs.com.
Our Business
PGS is a fully integrated marine geophysical company
that provides a broad range of seismic and reservoir
services, including data acquisition, imaging,
interpretation, and field evaluation. Our services are
provided to the oil and gas industry, as well as to the
broader and emerging new energy industries, including
oshore wind-, carbon capture and storage-, and marine
mineral industries. The Company operates on a worldwide
basis with headquarters in Oslo, Norway.
Our business purpose, as presented in the Company’s
Articles of Association, is as follows: “The business of
the Company is to provide services to and participate and
invest in energy related businesses.”
Our business operations and product portfolio are
presented in greater detail in the Annual Report.
Equity and Dividends
The shareholders’ equity as of December 31, 2022 was
$510.3 million, corresponding to 26% of total assets.
Early 2021, the Company successfully completed a
re-negotiation of amortization and maturity profiles
for its main credit facilities. The negotiated result
was completed by a UK Scheme of Arrangement (the
“Scheme”) sanctioned by an English court and having
the support of almost all the Company’s lenders. A
convertible loan of NOK 116,162,097 (approximately $13
million) was issued in relation to the above transaction.
The last part of the convertible loan was converted to
new shares during 2022.
In May 2022, the Company completed a private
placement raising approximately $85 million in equity
and completed in July 2022 a subsequent oering raising
an additional $14 million. Later in November 2022, the
Company completed an additional private placement
raising approximately $150 million in equity.
The Company realized a cash flow before financing of
$209.5 million in 2022 (compared to $154.7 million in
2021). As a result of the improved cash flow and the
above transactions, the Company achieved a reduction
of its net interest-bearing debt by $319.7 million or
approximately 35%. Net interest-bearing debt, excluding
lease liabilities, was $616.7 million as of December 31,
2022.
Considering experience from the previous downcycle and
with a view that the Company’s markets will continue
to be cyclical in the future, the Company has adopted a
strategic target to over time reduce net interest-bearing
debt to a level not exceeding $500 to $600 million,
assuming the current size and composition of business
activities. With the substantial debt reduction in 2022,
the net interest-bearing debt has moved closer to the
targeted level. As the Company’s debt level is still
somewhat higher than what the Board sees as beneficial
for stakeholders over time, priority will still be given to
debt reduction. However, the substantial debt reduction
will enable the Company to again start focusing on
business growth opportunities and/or future dividend
payments.
The proceeds from the capital raised during 2022 has
positioned PGS to manage 2023 debt amortization
and extend the re-financing window to March 2024. A
strengthened balance sheet, together with the ongoing
market recovery in the marine geophysics market, have
reduced the refinancing risk and the expected cost of
refinancing the term loan B debt maturing in 2024.
The Board continually monitors the adequacy of the
Company’s capital structure in light of its objectives,
strategy, risk profile and outlook.
The alternative performance measure “net interest-
bearing debt” as used above, excludes lease liabilities
recognized in accordance with IFRS 16 and is further
defined in the Annual Report.
The Board has adopted a dividend policy whereby it is
the intention to distribute 25 to 50 percent of annual
net income as dividends over time. The Board has no
general authorization to distribute dividends. Each year’s
dividend is decided by the AGM after a proposal from the
Board.
The Company has not distributed dividends in recent
years due to a weak market, operating losses and a need
to maintain an adequate liquidity reserve. Going forward,
the Company’s capacity to pay dividends will be assessed
by the Board in light of, among other things, the market
outlook and the Company’s equity and funding positions.
Since the Company currently has net interest-bearing
debt which is above the targeted level, priority is given
PGS Annual Report 202235
to debt reduction before resuming dividend payments.
In addition, the Company is restricted in its main credit
facility from proposing a dividend for 2022 and these
agreements require certain conditions to be fulfilled
before the Company may propose a dividend payment.
The Board is authorized to buy back up to 10 percent
of the Company’s share capital (treasury shares). The
current authorization expires on June 30, 2023. However,
a new authorization will, in line with past practice, be
proposed at the next AGM. Purchase of treasury shares
are subject to restrictions in the Company’s main credit
facility identical to those applicable for distribution of
dividends.
It has been an ongoing practice of PGS shareholders
to grant authorizations to the Board permitting it to
increase the Company’s share capital or issue convertible
loans for up to 10 percent of the Company’s share capital
for certain defined purposes. Per December 31, 2022,
the authorization given in 2022 remains unused. A new
authorization in line with past practice will be proposed
at the next AGM.
Separate General Meeting votes are held for (a)
authorizations to increase the share capital for certain
business purposes, (b) authorization to issue convertible
loans and (c) authorization to acquire treasury shares.
When a proposed resolution encompasses share capital
increases and/or the issuance of convertible loans and/
or acquisition of treasury shares for various purposes,
the Company does not find it practical to hold separate
votes on each element of the proposals. This is a
deviation from the NUES Recommendation No. 3 where
it is recommended that when the General Meeting is to
consider mandates to the Board for the issue of shares
for dierent purposes and each mandate should be
considered separately by the shareholders.
Equal Treatment of Shareholders - Transactions
with Closely Related Parties
PGS has a single share class, and all shares carry the
same rights. At our General Meetings, each share carries
one vote. Our Board is committed to equal treatment of
shareholders in all respects.
When applicable, transactions involving the Company’s
own shares are carried out through a stock exchange, or
at prevailing stock-exchange prices if carried out in an
alternative manner.
Transactions between the Company on the one hand,
and shareholders, a shareholder’s parent company,
members of the Board, executive ocers, or closely
related parties of any such party (referred to as “Closely
Related Parties”) on the other hand shall be conducted
at arm’s length distance and at market terms. Material
transactions between the Company and Closely Related
Parties will be subject to independent valuation by third
parties.
According to PGS’ Code of Conduct, our employees shall
not have any personal or financial interest that might
conflict with those of PGS nor influence or appear to
influence judgments or actions in carrying out their
responsibilities on behalf of the Company. According to
the Board’s Rules of Procedure, a member of our Board
may not participate in discussions or decision-making
as to issues in which the Director or any of its Closely
Related Parties have a material personal or financial
interest. The Code of Conduct and Rules of Procedure are
available on www.pgs.com.
Shares and Negotiability
The Company’s shares are freely transferable and
there are no restrictions imposed by the Company on
ownership of or voting for shares.
The Company de-listed from the New York Stock
Exchange in 2007 and subsequently issued and oered
for trade share instruments being American Depositary
Shares (“ADS”). As there have been low ADS trading
volumes during recent years, the Company decided
in 2021 to terminate the ADS program with eect
from November 5, 2021. ADS holders were required to
surrender their ADS for delivery of underlying PGS shares
by May 5, 2022.
General Meeting
Through participation in General Meetings, our
shareholders exercise ultimate authority over the
Company and, with exception of the employee elected
Directors, elect the members of its Board and the
chairperson of the Board.
Pursuant to the Company’s Articles of Association, the
notice of an AGM is distributed at least four weeks in
advance of the meeting to shareholders. A copy of the
calling notice with appendices will be posted on www.
pgs.com.
Notices convening Extraordinary General Meetings
(“EGM”) must be distributed at least three weeks
ahead of the meeting. The Board is to call shareholders
to an EGM upon a written demand by the Company’s
PGS Annual Report 202236
independent auditor or shareholders representing at least
five percent of the share capital, or for other purposes.
Shareholders who wish to attend a General Meeting must
notify the Company’s registrar or PGS by the deadline
stated in the meeting notice, which must be at least two
working days before the General Meeting.
According to the Company’s Articles of Association,
documents to be considered at the General Meeting
may be published on our website. The same applies to
documents that, due to statutory requirements must
be attached to, or included in the notice calling the
General Meeting. If the documents are published in such
a manner, the statutory requirements for distribution
shall not apply. Nevertheless, shareholders are entitled to
request that documents to be considered by the General
Meeting are sent to them via regular mail.
To vote at General Meetings, in person or by proxy, a
shareholder must be registered with the Norwegian
Central Securities Depository (“VPS”).
An owner with shares registered through a custodian has
voting rights equivalent to the number of shares covered
by the custodial arrangement, provided that the owner of
the shares, within two working days ahead of the General
Meeting, provides PGS with his or her name and address
together with written confirmation from the custodian
to the eect that he or she is the beneficial owner of the
shares held in custody.
Written and/or electronic voting in accordance with the
Norwegian Public Limited Liability Companies Act, cf.
sections 5-8 to 5-8b, shall be allowed for meetings where
such method of voting is arranged by the Board. The
Company will for the 2023 AGM call for a virtual meeting
and will arrange for electronic voting.
Generally, all Directors normally attend the AGM together
with the chairperson of the Nomination Committee
and the auditor. In accordance with the Company’s
Articles of Association, the chairperson of the Board
chairs General Meetings. This is a deviation from the
NUES Recommendation No. 6 for making arrangements
to ensure an independent chairperson for the General
Meetings. The reason for this deviation is that the
Company has found this more practical and that PGS
wishes to ensure that General Meetings are chaired by a
competent person having proper insight into PGS’ overall
operations.
Nomination Committee
In line with our Articles of Association, the Company has
currently a Nomination Committee comprised of three
members to be elected by our shareholders at the AGM.
The majority of Nomination Committee members shall
qualify as independent parties, pursuant to the NUES
Recommendations. The term of service shall be two
years unless the General Meeting determines that the
period shall be shorter.
The Nomination Committee’s main responsibilities, which
are set out in the Nomination Committee Mandate and
Charter, are to propose nominees for election as members
and chairperson of the Board and the Nomination
Committee. Further, the Nomination Committee
proposes remuneration to be paid to members of the
Board and its committees and Nomination Committee.
The remuneration is approved by the General Meeting.
Annually, the Nomination Committee produces a written
report containing its nominations and proposals, which is
distributed in advance of each AGM.
Once a year, the Nomination Committee meets with each
Director individually and discusses how the Board and
its committees’ function and whether there is a need
for changes to the Board. The Nomination Committee
also keeps contact with shareholders and the Company’s
President & CEO (“CEO”) as part of its work.
As of December 31, 2022, the Nomination Committee
comprises Terje Valebjørg (chairperson), Alex Herger and
Jon Arnt Jacobsen. Mr. Valebjørg was a first time electee
on the 2016 AGM as a member, Ms. Herger was a first
time electee as member at the 2019 AGM, whereas Mr.
Jacobsen was a first time electee on the 2022 AGM. Mr.
Valebjørg and Ms. Herger were both re-elected at the
2022 AGM, and all three were elected for a service period
ending with the 2023 AGM. The current Nomination
Committee members are presented in more detail at
www.pgs.com. The Nomination Committee proposed
for approval at the 2023 AGM is presented in detail in
Appendix II to the 2023 AGM Calling Notice.
Shareholders who wish to propose new Board members
or new members of the Nomination Committee may
do so by submitting a candidate’s name to PGS’
investor relations sta via www.pgs.com by following
the link, “Nominate a Board Member.” The deadline
for submissions each year is January 31. Alternatively,
candidates can be proposed by letter to PGS attn.
General Counsel or via email to ir@pgs.com. PGS does not
employ any Nomination Committee members, none is a
PGS Annual Report 202237
member of the Board and all proposed members of the
Nomination Committee are considered to be independent
from the Board and the management of the Company.
In 2022, the Nomination Committee held six physical and
virtual meetings. The Nomination Committee’s report on
its work and recommendations is set out in Appendix III
to the 2023 AGM Calling Notice.
Board – Composition and Independence
According to the Company’s Articles of Association, our
Board shall have from three to thirteen Directors. The
period of service for shareholder elected Board members
shall be one year, whereas the period for the employee
elected Board members is two years. The Board has
adopted its own Rules of Procedure that establish in
more detail its roles and responsibilities, including:
• Directors’ qualifications
• Requirement that a majority of the shareholder
elected Directors in the Board, a majority of the
shareholder elected Directors being members of the
Remco, and all shareholder elected Directors being
members of the Audit Committee, are considered to
be independent Directors
• Annual review and determination of the
independence of each Director.
The composition of the Board is a reflection of the
Company’s commitment to protect the common
interests of all shareholders and the Company’s need for
expertise, capacity and diversity.
As of December 31, 2022, the Board comprised seven
shareholder-elected and three employee-elected
Directors. The current shareholder-elected Directors
are Walter Qvam (chairperson), Anne Grethe Dalane,
Richard Herbert, Marianne Kah, Trond Brandsrud,
Ebrahim Attarzadeh and Shona Grant, whilst the current
employee-elected Directors are Anette Valbø, Gunhild
Myhr and Eivind Vesterås. The current Directors are
presented in more detail at www.pgs.com and in the
Annual Report. Any adjustments to the Board proposed
for approval at the 2023 AGM are presented in detail in
Appendix II to the 2023 AGM Calling Notice.
As of December 31, 2022, all shareholder-elected
Directors are independent of the Company’s
management, its major business relations, and major
shareholders. No shareholder elected Director may be an
executive of PGS and is not permitted to perform paid
consultancy work for PGS. As of December 31, 2022, all
shareholder-elected Directors, directly or indirectly, own
PGS shares.
Shareholders and other interested parties may
communicate directly with our shareholder-elected
Directors by written correspondence addressed to PGS
ASA, Board (shareholder-elected members), Secretary
of the Board or to the Company’s General Counsel Lars
Ragnar van der Bijl Mysen, PO Box 251, NO-0216 Oslo,
Norway. Further, the Company has on www.pgs.com
posted an invitation to shareholders for discussing
corporate governance or corporate responsibility matters
by contacting Mr. Mysen by phone or arranging a meeting
with him.
The work of the Board
In accordance with Norwegian corporate law, our Board
has overall responsibility for management of the
Company, while the CEO is responsible for day-to-day
management.
The Board provides oversight of the CEO’s day-to-day
management and company activities in general. The
Board is also responsible for ensuring that appropriate
management, guidelines, and control systems are in
place and are followed. In cooperation with the CEO, the
Board also develops clear goals, strategies and risk profile
for the Company such that it generates value for its
shareholders in a sustainable manner taking economic,
social and environmental, aspects into consideration.
The CEO, as agreed with the chairperson of the Board,
annually submits a schedule of the meetings of the
Board of Directors in the upcoming calendar year. The
schedule is subject to Board approval. In 2022, the Board
held fourteen physical and virtual meetings. During
2022, all the shareholder-elected Directors participated
in all prescheduled board meetings, save that three
Directors each missed one prescheduled meeting due to
unforeseen circumstances.
Key elements of the Rules of Procedure cover the Board’s
responsibilities to determine the Company’s financial
targets, set strategy along with the CEO and executive
committees, and approve business plans, budgets, and
budgetary and risk frameworks. The Board reviews at
least annually the objectives, strategy and risk profile
for the Company. In its supervision of the Company’s
business activities, the Board will seek to ensure that
satisfactory procedures are in place for monitoring
and follow-up of Board-approved corporate principles
and guidelines covering areas such as ethical conduct;
PGS Annual Report 202238
adherence to laws, rules, and regulations; health, safety
and environment; and corporate responsibility.
The Rules of Procedure also require an annual self-
evaluation to determine whether the Board and its
committees are functioning eectively. The annual
self-evaluation is prepared and facilitated by the Remco.
An anonymous survey is carried out and the findings are
discussed by the Board. The survey’s findings are made
available to the Nomination Committee. The Chairperson
of the Nomination Committee also shares with the Board
relevant information for improvement of Board processes
that may come up in their annual interviews with
individual Directors.
Each scheduled Board meeting includes a separate
session at which issues may be discussed without the
presence of the Company’s management.
The tasks and duties of the CEO vis-à-vis the Company’s
Board are also outlined in the Rules of Procedure, along
with the tasks and duties of the chairperson of the
Board. The CEO participates in all board meetings other
than closed sessions. The Board elects a vice chairperson
to chair board meetings in the chairperson’s absence. The
full text of the Board’s Rules of Procedure is available at
www.pgs.com. Our governance structure is organized as
described below.
Our Board is responsible for the supervision of our
business activities. The Board has established an Audit
Committee and a Remco to assist in organizing and
carrying out its responsibilities. The mandate and charter
for the Audit Committee and Remco are available at
www.pgs.com.
The Board’s Responsibilities
The Board’s responsibilities include:
y to appoint the Company’s CEO
y to, together with the CEO operate PGS in an eective
and ethical manner in order to create value for
the Company’s shareholders. Our Code of Conduct
requires management to maintain an awareness
of the risks involved in carrying out our business
strategies. Personal interests must not override or
conflict with the interests of PGS.
The CEO’s Responsibilities
The responsibilities of the CEO include:
y Managing the day-to-day activities of the Company
y Organizing PGS’ Executive Committees and the
Disclosure Committee to further assist the CEO
y Under the guidance and supervision of the Board and
the Audit Committee, ensuring that the Company’s
financial statements in all material respects fairly
present the Company’s financial condition and the
results of its operations. Timely disclosure of issues
to the Board is also essential to the assessment
of the Company’s financial condition, business
performance and risks.
Board Committees
As of December 31, 2022, our Audit Committee comprises
Directors Anne Grethe Dalane (chairperson), Trond
Brandsrud, Marianne Kah, Ebrahim Attarzadeh and
Anette Valbø. All shareholder-elected Director’s being
members of the committee are considered independent
of the Company. The committee’s functions are to
assist the Board in its supervision of the integrity of
PGS’ financial statements; to monitor the independent
auditor’s qualifications, independence and performance;
to monitor the performance of the internal audit
function; to review the integrity of the sustainability
reporting; and to promote and review compliance with
laws and regulatory requirements.
As of December 31, 2022, the Remuneration and
Corporate Governance Committee (Remco) comprises
Directors Walter Qvam (chairperson), Richard Herbert,
Shona Grant, Gunhild Myhr and Eivind Vesterås. All
shareholder-elected Director’s being members of this
committee are considered independent of the Company’s
senior management. The function of the committee is
to assist in matters relating to compensation, benefits,
and perquisites of the CEO and other senior executives.
Review and modification of the Company’s corporate
governance implemented in the Company are also
committee responsibilities.
During 2022, all the shareholder-elected Directors
participated in all prescheduled regular committee
meetings, save that two Directors each missed one
prescheduled meeting due to unforeseen circumstances.
In 2022, the Board also mandated one ad-hoc committee
comprising Mr. Qvam, Ms. Dalane, Mr. Brandsrud and Mr.
Attarzadeh to – together with the PGS management and
PGS Annual Report 202239
advisors – oversee the Company’s process for managing
its debt and assess options for refinancing.
Risk Management and Internal Control
The Board is responsible for ensuring that appropriate
guidelines, monitoring, and internal control systems
are in place. These are to include embedding risk
management, designating risk ownership, and
implementing risk responses and controls.
The Board has systems in place to assess that the CEO
exercises appropriate and eective management. The
Board’s Audit Committee assesses the integrity of
PGS’ accounts. It also enquires about, on behalf of the
Board, issues related to financial review and external
audit of PGS’ accounts. Further, the Board and the Audit
Committee supervise and verify that eective internal
control systems are in place, including systems for risk
management and financial reporting.
The Board and the Audit Committee take steps to
ensure that the Company’s internal control functions are
working as intended and that necessary measures are
taken to reduce extraordinary risk exposure. Furthermore,
the Board makes certain that the Company is creating
value for the shareholders in a sustainable manner whilst
taking ethical conduct; compliance with laws, rules and
regulations; health, safety and working environment;
and other environmental, social and governance (“ESG”)
issues into account.
The Company’s anti-corruption program includes a
policy, manual and work instructions as to several ethical
issues, periodic training, high risk area assessment
and monitoring, compulsory contract wording, etc. The
policy and procedures are available at www.pgs.com.
The program is evaluated on a regular basis by the Audit
Committee.
Management maintains and regularly reviews a risk
matrix setting out the main risks for the Company. These
risk factors and the Company’s risk mitigating activities
are subject to discussion in the Board at least once a year.
Management conducts day-to-day follow-up of
financial management and reporting. Management has
established a structured approach to ensure that the
system for Internal Control over Financial Reporting
(“ICFR”) is eective. ICFR includes identification and
assessment of all material financial reporting risks,
identifying and documenting relevant controls to
address these risks, and monitoring that controls are
implemented and performed. For controls that are
not operationally eective at year-end, their potential
financial exposure and impact on the consolidated
financial statements are evaluated.
Internal Audit Department
PGS has an Internal Audit Department reporting directly
to the Audit Committee on its audit planning and audit
reports. The purpose of the Internal Audit Department
is to perform independent, objective assurance and
consulting activities that add value and improve the
Company’s initiatives in financial, operational and
compliance areas.
The scope of work for the Internal Audit Department
includes determining whether the Company’s risk
management, control, and governance, as designed and
represented by management, are adequate and well-
functioning.
The audit reports are issued to the Audit Committee.
In addition, the Internal Audit Department regularly
monitors and reports status of management’s actions to
respond to identified risks or weaknesses.
Remuneration of the Board and Executive
Management
Remuneration of shareholder-elected Directors is not
linked to performance but is based on an annual fee and
is subject to annual approval by the General Meeting.
Shareholder-elected Directors shall not solicit or accept
specific assignments for PGS beyond their role as
Directors. Shareholder-elected Directors do not hold any
PGS share options, restricted stock units or performance
based restricted stock units.
For details on compensation to individual Directors,
please see Note 30 to the consolidated financial
statements of PGS.
Remuneration payable to both employee-elected and
shareholder-elected Directors will be proposed by the
Nomination Committee according to its Mandate and
Charter and is submitted to the AGM for approval.
Executive remuneration is one of the primary tasks
of Remco. The committee annually reviews the
total compensation level, the mix between fixed
and performance related compensation and the mix
between short and long-term compensation. Remco has
developed an annual schedule in order to ensure and
facilitate a structured approach to the annual review of
executive compensation.
PGS Annual Report 202240
Remco has with the help of an external advisor identified
a specific peer group of comparable companies across
relevant markets. The advisor has collected, and
combined information related to total compensation
level and structure amongst these companies. As of
Remco’s latest review, the peer group consisted of 17
companies from Norway and Europe. These companies
are of comparable size and have international operations
in the energy and energy services sectors. The peer group
is subject to regular review. The Board and Remco use
this information, among other tools, to benchmark and
decide on an appropriate total compensation structure
for the CEO and other executives.
Compensation for the CEO adheres to the same process
as that used for other executives but is also subject to
approval by the Board.
The current remuneration package for our CEO and
other executives includes fixed elements and variable
elements. The fixed elements consist of a base salary
and other benefits such as car allowance, phone, internet
and similar. The fixed elements also include a defined
contribution pension scheme and an individual pension
scheme. The variable elements consist of Short Term
Incentive Plans which is our annual bonus scheme,
and Long Term Incentive Plans which are composed of
Performance Restricted Stock Units. Features of these
programs include an absolute ceiling on performance-
related remuneration.
For further details on the compensation structure and
total compensation to the CEO and executive team
members, please see Note 30 to the consolidated
financial statement of PGS, and also the Board’s Senior
Executive Remuneration Policy approved by the 2021
AGM available on www.pgs.com, and the Board’s Senior
Executive Remuneration Report for 2022 set forth as
Appendix VII to the 2023 AGM Calling Notice.
Information and Communication
The Board is committed to reporting financial results
and other relevant information based on openness
and the requirement of equal treatment of all
shareholders and securities market participants. The
Company complies with relevant disclosure rules and
regulations. Announcements are released through a
platform provided by Notified and posted on the Oslo
Stock Exchange’s NewsWeb service. In addition, all
announcements are on www.pgs.com. The Company’s
policy of accessibility for shareholders is also presented
on the Company’s website.
The Company has an investor relations function to
ensure that requests for information from shareholders,
analysts and other interested parties are satisfied. The
Company has an active investor communication program
which includes senior management attending roadshows
in connection with reporting of financial results,
presentations at relevant investor conferences, and
availability for one-on-one meetings, both virtual and as
physical meetings.
The Board and the Nomination Committee once a year
invites shareholders to join in a dialogue on corporate
governance and corporate responsibility matters. The
invitation is posted on www.pgs.com and any shareholder
may initiate communication with the Company on these
matters.
Takeover Bids
The Board has established guiding principles for how
it will act in the event of a takeover bid. The Board will
ensure that all shareholders are treated equally and
seek to prevent disruptions to, or interference with,
Company operations to the extent possible. In the event
of a takeover bid, the Board will, in accordance with its
overall responsibilities and good corporate governance,
act in the best interest of shareholders and ensure that
sucient information regarding the matter is proved to
the shareholders. If a takeover bid is made, the Board
will issue a statement containing a recommendation as
to whether the shareholders should accept or reject the
oer, including an independent valuation of the oer.
The Company’s Articles of Association do not contain any
restrictions, limitations, or defense mechanisms against
acquisition of its shares.
Auditor
The Audit Committee shall support the Board in the
administration and exercise of its responsibility for
supervision of the work of the independent auditor, who
shall keep the Board informed of all aspects of its work
for PGS. This duty includes submission of an annual
plan for the audit of PGS. The auditor attends all Audit
Committee meetings and, at least twice a year, meets
with the Audit Committee without the presence of
management. In-house policies govern the use of the
auditor’s services. Use of the auditor for services other
than the audit of PGS requires pre-approval by the Audit
Committee.
PGS Annual Report 202241
The independent auditor meets with the full Board at
least once a year in connection with the preparation of
the annual financial statements and, at least once a year,
presents a review of PGS’ financial reporting and internal
control procedures for financial reporting. At least once
a year, the independent auditor meets with the Board
without the presence of any member of the executive
management.
Remuneration paid to the auditor for mandatory and
other audit services will be reported to the AGM for
approval.
Diversity, Equality and Inclusion
The Company has clear commitments regarding
Responsible Business Conduct, Equality and Diversity
& Inclusion for our work force. These commitments are
embedded in the Company policies and goals, which
include (a) respecting fundamental human and labor
rights, (b) preventing discrimination and harassment, (c)
recruiting, promoting and developing individuals based
on qualifications, value and potential, and (d) fostering
and supporting diversity including age, nationality,
gender and qualifications.
At the Board level, the Nomination Committee actively
works for ensuring that there is proper diversity on
gender, age, background, experience and qualifications.
The Company complies with the requirements in the
Norwegian Public Limited Liabilities Act section 6-11a on
gender balance.
At the management level and below the President & CEO,
the SVP Global HR and the Executive Vice Presidents are
all actively pursuing similar goals as regards equality,
diversity & inclusion among the PGS management and
the entire work force.
The Company’s Sustainability Report 2022 available on
www.pgs.com identifies the more precise goals and how
they have been met during the reporting period.
Compliance with Laws, Rules, Regulations and
Recommendations
As part of PGS’ Code of Conduct available on www.pgs.
com, PGS is inter alia committed to comply with relevant
laws, rules, and regulations, as well as the Oslo Stock
Exchange’s Issuer Rules. In addition, PGS complies with
the current recommendations set forth in the NUES
Recommendations, subject only to deviations identified
and justified in this report.
The Board further conducts periodic reviews of PGS’
corporate governance policies and procedures, including
the Board’s Rules of Procedure. This process is conducted
regularly and managed by Remco. Any changes to policies
or procedures are presented to the Board for approval.
Walter Qvam
Chairperson (Elected 2016) | Board Member since 2013
| Remuneration and Corporate Governance Committee
Chairperson | Shareholding: 135,000
Anne Grethe Dalane
Vice Chairperson (Elected 2018) | Board Member since 2013 |
Audit Committee Chairperson | Shareholding: 73,000
BOARD OF DIRECTORS
Mr. Qvam was the president and chief executive ocer of Kongsberg
Group ASA, and he has held leading positions in various prominent
Norwegian and international businesses in a variety of fields, including
oil and gas, and shipping, (Det Norske Veritas), IT (Capgemini),
transportation (the Norwegian state railway) and consultancy (Gemini
Consulting). In addition to his role as chairperson of PGS, Mr. Qvam
chairs the boards of the research organization SINTEF, cyber-security
company mnemonic, robotics company wheel.me and the digital
innovation hub DigitalNorway. He is also a board member in the energy
& infrastructure company CapeOmega. Mr. Qvam graduated Master
of Science from the Norwegian University of Science and Technology
(NTNU).
Ms. Dalane is a senior leader at Yara International and previously held a
number of senior positions at Norsk Hydro. She is currently VP Finance
Data & Development. Her previous experience covers a range of fields
including human resources as well as oil and gas. She has been the
chief financial ocer for Crop Nutrition, region director Latin America,
and country manager of Argentina at Yara. She serves as a director
of BW LPG and Arendal Fossekompani. Ms. Dalane’s background is in
economics, and she holds a business degree from the Norwegian School
of Economics NHH.
The Board of Directors is responsible for the
administration, development, and supervision
of PGS business activities.
PGS Annual Report 202242
Richard Herbert
Board Member since 2017 | Remuneration and Corporate
Governance Committee Member | Shareholding: 116,000
Marianne Kah
Board Member since 2018 | Audit Committee Member |
Shareholding: 68,589
Mr. Herbert is a petroleum geologist with 40 years of experience in the
global upstream industry. His career started with Phillips Petroleum.
He spent 19 years at BP, in senior international exploration and
development positions in southeast Asia, Latin America, the USA, and
Angola, as well as the UK North Sea. From 2003-2008 he worked for
TNK-BP in Russia, as the exploration vice president and subsequently
as executive vice president of technology. From 2009-13, he was
exploration vice president of Talisman Energy in Canada. He returned
to BP from 2013 until the end of 2016, as the chief operating ocer for
exploration. In 2017, he joined the board of Frontera Energy Corporation,
then from 2018 until March 2021 served as their chief executive ocer,
based in Bogota, Colombia. He is a non-executive director of the UK
companies Capricorn Energy and Angus Energy. Mr. Herbert holds a BSc
in Geology from the University of Bristol in the UK.
Ms. Kah was the Chief Economist of ConocoPhillips for 25 years retiring
in November 2017. She was a member of the strategy committee of
ConocoPhillips and was responsible for oil and gas market outlooks,
scenario planning, and assessing disruptive risks to the company. She
was also involved with planning and participating in strategy meetings
with ConocoPhillips’ Board of Directors. She currently serves on the
Advisory Board of the University of Texas Energy Institute, and she is
an adjunct senior research scholar and member of the Advisory Board
of Columbia University’s Center on Global Energy Policy. In 2019, Kah
joined the Board of Directors in Allegheny Technologies Inc. She was
past President of the U.S. Association for Energy Economics for the
calendar year 2019, and currently co-chairs the Energy Roundtable for
the National Association for Business Economics.
PGS Annual Report 202243
Ebrahim Attarzadeh
Board Member since 2022 | Audit Committee Member |
Shareholding: 140,000
Shona Grant
Board member since 2022 | Remuneration and Corporate Governance
Committee Member | Shareholding: 75,000
Mr. Attarzadeh was, until recently, CEO of Stifel Europe Bank AG
(formerly Mainfirst) and is currently in the process of setting up an
advisory company. He has held several roles in Deutsche Bank and
various leadership roles within Mainfirst, both in Frankfurt, London,
Zurich, and New York. In addition to PGS, he has a supervisory board
position at MusicBird AG. Mr. Attarzadeh holds a master’s in economic
science from Ruprecht-Karls-Universität Heidelberg. He is a German
citizen residing in Switzerland.
Ms. Grant is the chairperson at qWave AS and a non-executive director
at Hydrawell AS. She has previously served as a non-executive director
at Gulf Marine Services Plc and for various pioneering technology
companies, including Bluware Corporation. Dr. Grant has enjoyed a long
career in leadership roles at BP, including as a Performance Unit leader in
Norway, following which she served as CEO of 2TD Drilling AS (now part
of Nabors Industries). Dr. Grant is a geologist by training with a Ph.D.
from the University of Leicester. She is a UK citizen residing in Norway.
Trond Brandsrud
Board Member since 2019 | Audit Committee Member |
Shareholding: 110,000
Mr. Brandsrud is an advisor as well as a board member and non-
executive director of several listed and private-equity-owned
companies. These include Aker BP, where he chairs the audit and
risk committee, and Lowell, where he chairs the Audit Committee
and serves as a member of the risk and remuneration committees.
Brandsrud has 30 years of experience in the oil and gas industry. He has
served as group chief financial ocer (CFO) at both Aker and Seadrill
and has held a wide range of senior financial positions in Shell. Recently,
he has also held group CFO and CEO positions in privately owned
companies Lindor and Lowell, in the financial services sector. Mr.
Brandsrud is a Norwegian citizen and holds a master’s degree from the
Norwegian School of Economics (NHH).
PGS Annual Report 202244
Gunhild Myhr
Employee Elected Board Member since 2021 | Remuneration
and Corporate Governance Committee Member
Anette Valbø
Employee Elected Board Member since 2015 | Audit Committee Member |
Shareholding: 13,354
Eivind Vesterås
Employee Elected Board Member since 2021 | Remuneration and Corporate
Governance Committee Member | Shareholding: 158,500
Ms. Myhr joined PGS in 1992 and is Business Development Manager
Europe/New Energy, tasked with finding opportunities for our fleet
of seismic vessels, both in the external contract market and as assets
in integrated PGS initiatives. She also works with government liaison
and in developing growth and value potential using PGS seismic and
operational technology. She has previously served in a variety of senior
sales roles. Earlier, she was stationed oshore, processing seismic
data on PGS vessels, and has also managed our seismic imaging center
in Oslo. Ms. Myhr holds an M.Sc. in Geophysics from the Norwegian
University of Science and Technology.
Ms. Valbø joined PGS in 2002. Her current position is Bid Manager. She
has previously held various business controller positions within Marine
Contract and Operations business area. Prior to joining the Company,
Ms. Valbø served in various positions within auditing and accounting
in Frontline Ltd. and DNB. Ms. Valbø holds a bachelor’s degree in
accounting and auditing from Molde University College, Norway.
Mr. Vesterås joined PGS in 2008 as a geophysicist, first oshore and
then based in Oslo, analyzing both seismic and electromagnetic data. He
is currently a Special Projects Manager in our Operations division. He has
worked in research, operations, and sales support roles, with experience
that spans from the development of technical solutions through to
their introduction to the market. Since 2018, he has been the chief
union representative of Tekna in our Oslo oce. Mr. Vesterås holds an
M.Sc. in applied physics from the Norwegian University of Science and
Technology.
PGS Annual Report 202245
PGS Annual Report 202246
BOARD OF DIRECTORS’ REPORT
Recovery of the seismic market accelerated in 2022 driven by more
exploration activities, which benefit both the contract and the MultiClient
markets. PGS reported significant improvements within all major business
activities. With a strong order book increase, visibility is improving and the
Company expects the market to strengthen further in 2023.
PGS net interest-bearing debt was reduced by 34% from increasing cash flow
generation and strong shareholder support in two private placements. PGS is
well positioned to refinance ahead of its 2024 debt maturities.
PGS is a fully integrated marine geophysical company
that provides a broad range of seismic and reservoir
services, including data acquisition, imaging,
interpretation, and field evaluation. The Company’s
services are provided to the oil and gas industry, as
well as to the broader and emerging new energy
industries, including carbon storage and oshore wind.
The Company operates on a worldwide basis with
headquarters in Oslo, Norway.
PGS is organized in four primary business units: Sales
& Services, New Energy, Operations and Technology &
Digitalization.
y Sales & Services promotes and sells all PGS’ products
and services to energy companies
y New Energy assesses and develops business
opportunities within the energy transition markets
where PGS can diversify its service portfolio and
revenues
y Operations manages vessel operations and marine
seismic acquisition projects
y Technology & Digitalization manages research and
development, PGS digital transformation projects and
Enterprise IT
2022 Business Highlights
Produced Revenues increased by 39% in 2022, compared
to 2021, driven by significant increase of contract
revenues and MultiClient late sales.
PGS significantly strengthened its financial position by
generating $209.5 million of cash flow before financing
activities and strong support from shareholders in two
private placements with close to $250 million of new
equity.
Net interest-bearing debt reduced by $319.7 million,
or 34%, compared to 2021 and the Company is well
positioned to refinance in 2023.
Significant contract price increases and margin recovery
compared to 2021, with a large portion of contract vessel
capacity utilized for production seismic (4D) operations.
Second highest annual MultiClient late sales in the
Company’s history due to increased exploration spending
and significant transfer fees.
Successfully completed four carbon storage seismic
acquisition projects and established a strong position in
the carbon storage geoservices market.
PGS Annual Report 202247
Awarded large Petrobras 4D contract and started rigging
Ramform Victory to acquire the 4D survey commencing
mid-2023.
The order book has increased by 74% year-over-year and
is at the highest level since Q3 2014.
Strong progress on digital transformation with more than
80% of imaging done in the Cloud, resulting in lower cost
and improved flexibility and scalability compared to the
earlier solution with in-house computer capacity.
Significant progress in developing new MultiClient
OnDemand business models and driving operational
eciencies from digital solutions
Strategy
PGS is a fully integrated marine seismic acquisition and
imaging company, oering a full range of towed streamer
acquisition and imaging services through both the
proprietary contract (“Contract”) and MultiClient business
models. Being in control of seismic acquisition vessels,
imaging and technology, positions PGS to deliver the best
and most flexible solutions to clients under any contract
type.
Capital expenditures relating to the Ramform Titan-class
new build program, followed by a prolonged industry
downturn from 2014 to 2018 and a severe impact from the
COVID-19 pandemic, led to a level of interest-bearing debt
which was higher than targeted. The Company did over
this period raise equity and extended debt maturities on
several occasions to manage its debt obligations.
Debt reduction will be given priority until PGS reaches
a capital structure that is sustainable considering the
Company’s size and market cyclicality. The Company
targets net interest-bearing debt not to exceed $500-
$600 million, excluding lease liabilities. In 2022, PGS made
significant progress towards this target. With the recovery
of the seismic market the Company was able to improve
cash flow before financing activities by 35%, compared to
2021, and successfully completed two private placements
raising close to $250 million of equity with very strong
shareholder support. Net interest-bearing debt (excluding
lease liabilities) was reduced by 34% in 2022 and ended
at $616.7 million. Debt reduction will be given priority until
PGS reaches a net interest-bearing debt level in line with
its target.
The PGS business strategy comprises the following key
priorities:
y Leverage integration across the PGS value chain
- PGS aims to fully utilize the Contract, MultiClient
and the New Energy markets in combination with
integrated commercial models to build vessel
campaigns maximizing fleet utilization. The
Company intends to capitalize on selling joint
acquisition and imaging services as a complete
solution to optimize margins.
y Leading provider of high-resolution seismic for near-
field exploration, production (4D) seismic and CCS
- The energy transition drives increasing focus
towards near-field exploration and production
seismic. PGS is well positioned in these market
segments with the Ramform acquisition platform
and GeoStreamer technology. PGS intends to
improve exposure and profitability further by
creating geologically driven geophysical workflows
and solutions tailored towards infrastructure-
led exploration, appraisal, and development.
Rich azimuth illumination of GeoStreamer data
(GeoStreamer X) targets exploration in mature
hydrocarbon basins and is being rolled out in Europe
and other regions with success. PGS intends to
bundle imaging with baseline 4D programs to
increase strike rate for future monitoring contracts.
PGS believes there are untapped opportunities in
combining node solutions to enhance the existing
MultiClient data library in regions with complex
geology. Systematic MultiClient data rejuvenation
in mature basins is done with the purpose of
creating multi-purpose products for hydrocarbon
and carbon storage use. Targeted New Energy
markets require ultra-high resolution seismic, which
PGS’ P-cable technology can oer.
y Develop New Energy into a significant business unit
- PGS has an ambition to build a substantial
and recognized presence in markets within the
oshore renewables’ domain or related to the
ongoing energy transition. PGS intends to build a
business with growing revenues as fast as these
opportunities materialize. PGS has identified carbon
storage, oshore wind and marine minerals as
domains where the Company can match its assets,
competence, and capabilities to address industry
PGS Annual Report 202248
challenges. During 2022 PGS established a strong
position in the carbon storage geoservices market
and continued to make MultiClient data sales
related to development of CCS projects. PGS is in
the process of entering the oshore wind market
and early 2023 the Company announced award of it
first oshore wind geoservices acquisition contract.
y Increase speed and penetration of digitalization
- Scope and speed of digitalization is accelerating
and PGS is working on three main groups of
digitalization projects:
PGS Eos - Enabling faster processing and
imaging of seismic data, using Cloud scalability
and automated workflows. Towards year-end
2022, more than 80% of PGS Imaging was done
in the Cloud at a significantly lower cost than
previous in-house solution. Imaging in the Cloud
provides unprecedented flexibility and scalability,
while always having access to state-of-the-art
hardware and software.
PGS Solis - A Cloud-based OnDemand MultiClient
sales platform that enables new sales models
and allows clients to collaborate on high-quality
data and achieve faster decisions and subsurface
insights.
PGS Digital Factory - Includes a suite of
initiatives to build more insights and analyze
patterns and trends. It utilizes machine
learning and artificial intelligence to optimize
costs, improve predictability and performance,
reduce turnaround time, and reveal commercial
opportunities.
y Reduce operating costs and increase eciency
- Fleet operations are a dominant part of the
Company’s cost base. To date, PGS has developed
and implemented a new and more flexible crewing
model designed to reduce cost, without negatively
impacting safety. Looking forwards, PGS intends
to utilize recent developments in satellite and
communication technology to streamline data
flow processes which should lead to reduced fleet
cost. More widely, the Company is increasingly
taking advantage of its digital toolbox to
improve operational eciency and reduce capital
expenditures.
y Reduce environmental footprint from our operations
- PGS is dedicated to reducing the risk of harm to
the environment and constantly improving our
environmental performance. Delivering on PGS
Sustainability goals is part of the Company’s
license to operate. PGS continues to develop
towards its goal of a 50% reduction in CO2 per
Common Mid-Point (“CMP”) kilometers by 2030.
In 2022, PGS committed to set a path to net-zero
greenhouse gas (“GHG”) emissions by 2050 with an
absolute reduction in maritime emissions of 75%
and 100% renewable energy usage onshore. The
Company has also identified activities under the
EU Taxonomy that will be disclosed in accordance
with the regulation and to take action to continue
to improve in order to align with the upcoming
requirements of the EU Corporate Sustainability
Reporting Directive “CSRD”.
Market Development and Main Businesses
PGS is one of the largest players in the global marine 3D
seismic market.
Several years of under investments in new oil and gas
supplies in combination with an increasing focus on
energy security are drivers for the strong recovery of global
exploration and production activity in 2022. Historically,
seismic activity is closely linked to the overall exploration
and production spending by energy companies.
From a very low level, the seismic market recovery started
in 2021 when energy companies increased activity on near-
field exploration, exploration on existing licensed acreage
and 4D reservoir optimization. The seismic contract
business model normally serves these market segments.
The contract market benefited from the higher activity
and continued to improve in 2022. PGS has a solid market
share in the 4D segment with its GeoStreamer oering,
as well as steerable streamers and sources, enabling high
data quality and precise replication of earlier 3D surveys
and baseline 4D surveys.
In addition to the structurally growing eorts to optimize
producing fields, there was a strong renewed focus on
exploration, including frontier areas. More exploration
benefits both the contract and MultiClient markets and
contributed to higher contract revenues, easier access to
pre-funding for new MultiClient projects and improving
sales from MultiClient data libraries in 2022.
PGS Annual Report 202249
Vessel supply is at historically low levels and there are
now two main vessel owning companies in the seismic
industry, PGS and Shearwater. Industry capacity utilization
was low in the first part of 2022 but improved significantly
throughout the year.
The seismic industry took the first steps into new energy
markets in 2022 and during the year there were several
seismic acquisition projects conducted for development
of CCS projects, in addition to MultiClient data sales for
the same purpose. The market for seismic carbon storage
acquisition is still in its infancy with limited volumes in
the near term, however the industry expects this market
to have a substantial potential longer term. Beyond
the carbon storage market, subsurface knowledge is
needed for installations of oshore wind turbines and for
identification of marine mineral accumulations. PGS is in
the process of entering the oshore wind market with a
cost-eective geophysical oering as an alternative to
traditional geotechnical solutions.
Technology
PGS is concentrating its research and development eorts
on areas of technology dierentiation from seismic
acquisition to subsurface and reservoir imaging. The
Company is capitalizing on digitalization to improve its
operational eciency, reduce capital expenditures and
develop new digital service oerings.
GeoStreamer, the first-ever multi-sensor streamer and
a proprietary PGS technology, was a game changer in
streamer technology and a premier example of PGS’
ability to dierentiate through technology innovation.
GeoStreamer has aected the way marine streamer
data has been used across the entire E&P life cycle,
helping PGS clients to reduce exploration risk, improve
the delineation of reservoir details, enable accurate
reservoir characterization and facilitate better production
monitoring and management. The unique design of
GeoStreamer has helped PGS clients to solve some of their
long-standing problems, such as creating high resolution
images of the very near surface.
Separated Wavefield Imaging (“SWIM”) is a technology
that uniquely uses the recordings of the two
complementary GeoStreamer sensors to create images
with unseen resolution that significantly improve E&P
companies understanding of shallow geology and drilling
hazards whilst simultaneously enabling improvements in
survey eciency – an undertaking previously viewed as
contradictory. With the increased focus on the very shallow
overburden for wind farm site evaluations or deep-sea
mineral location, techniques such as SWIM will continue to
provide a critical competitive advantage to PGS.
PGS Ultima is an imaging tool to provide better images
faster and address another of PGS’ clients long-standing
challenges to have access to subsurface images for quicker
decision making. PGS Ultima moves away from the
traditional sequential processing to a fast simultaneous
inversion process, combining velocity model building
and high-end imaging in a single step. The imaging
tool has the potential to reduce the time it takes from
acquisition to the final image on the clients’ workstation
by approximately 50%.
By year-end 2022, PGS’ Cloud enabled imaging platform,
PGS Eos, was handling more than 80% of the Company’s
imaging work, resulting in significantly lower cost than
previous in-house solution. Imaging in the Cloud provides
unprecedented flexibility and scalability, while always
having access to state-of-the-art hardware.
By establishing New Energy and entering new markets,
the research and development resources within PGS are
now working to understand the geophysical challenges in
these new markets and to find geophysical solutions and
limitations with current equipment and technology. To
accelerate suitable product oerings beyond core assets,
PGS now oers Ultra-high-resolution 3D seismic following
the purchase of NCS Subsea, operator of the P-cable
system. The system achieves Ultra-High-Resolution
(“UHR”) imaging of the subsurface by sampling the
seismic wavelet at a high spatial and temporal rate. The
technology is best suited for detailed imaging on a smaller
scale for targets such as complex, highly fractured, thin, or
compartmentalized formations.
Financial Results
PGS has one operating segment focused on delivery of
seismic data and services, which matches the internal
reporting to the Company’s executive management.
See Note 4 to the Consolidated Financial statements for
information about principles applied. In the following
Segment information is referred to as “Produced”.
In 2022, As Reported revenues according to IFRS
amounted to $825.1 million, compared to $703.8 million
in 2021, an increase of $121.3 million, or 17%. The increase
PGS Annual Report 202250
is driven by a recovering seismic market with significant
improvement in contract revenues and stronger late sales,
partially oset by lower MultiClient pre-funding revenues
due to lower volumes of surveys completed and delivered
to clients.
Produced Revenues, forming the basis for Segment
reporting, amounted to $817.2 million, compared to $590.0
million in 2021, an increase of $227.2 million, or 39%.
Stronger contract revenues and MultiClient late sales are
primary drivers for the increase of Produced Revenues in
2022.
Contract revenues ended at $336.3 million, compared to
$207.8 million in 2021, an increase of $128.5 million, or
62%, due to a recovering seismic market with higher rates
and more vessel capacity allocated to contract acquisition
work.
MultiClient late sales in 2022 were $326.7 million,
compared to $220.4 million in 2021, an increase of $106.3
million, or 48%. The increase is due to higher exploration
activity among energy companies and significant transfer
fees. In 2022 late sales revenues were highest in Europe
and North America.
As Reported MultiClient pre-funding revenues according to
IFRS 15 in 2022 amounted to $139.4 million, compared to
$247.7 million in 2021, a decrease of $108.3 million, or 44%.
The decrease is a result of lower volume of MultiClient
projects finalized and delivered to clients.
Produced MultiClient pre-funding revenues in 2022
amounted to $131.5 million, compared to $134.0 million
in 2021, a decrease of $2.5 million, or 2%. In 2022 the
Company used less capacity for new MultiClient acquisition
and had lower cash investments in MultiClient, but
revenues were relatively unchanged from 2021 due to a
higher pre-funding level.
Produced MultiClient pre-funding revenues were 124%
of capitalized MultiClient cash investments (excluding
capitalized interest), compared to 105% in 2021. The
increased pre-funding level is mainly due to higher client
exploration activity and more demand for new MultiClient
surveys.
Total Produced MultiClient revenues (pre-funding and
late sales combined) increased by $103.9 million or 30%,
compared to 2021 and ended at $458.2 million.
Imaging revenues were $22.7 million in 2022, compared to
$21.7 million in 2021, an increase of $1.0 million, or 5%.
The fleet allocation ratio, active 3D vessel time for marine
contract versus MultiClient data acquisition, was 72:28 in
2022, compared to 59:41 in 2021.
The Company closely monitors its gross cash costs.
Gross cash costs are defined as the sum of reported net
operating expenses (excluding depreciation, amortization,
impairments, deferred steaming, net and other charges,
net), the cash operating costs capitalized as investments
in the MultiClient library, and capitalized development
costs. In 2022 gross cash costs ended at $487.7 million, an
increase of $85.9 million, or 21%, compared to 2021. The
increase is primarily driven by a significantly higher activity
level, more project related costs and increased fuel prices.
The Company has fuel price adjustment clauses in most of
its agreements for contract acquisition work.
Net operating expenses, which include cost of sales,
expensed research and development costs, and selling,
general and administrative costs, totaled $370.5 million
in 2022, compared to $269.8 million in 2021, an increase
of $100.7 million, or 37%. The increase is explained by the
same factors as for the higher gross cash cost, as well as
more 3D vessel capacity allocated to contract work with
less cost capitalized to the MultiClient library.
Full year 2022, gross research and development (“R&D”)
costs increased by $0.5 million, or 3%, compared to 2021.
Capitalized development cost increased by $0.1 million, or
1%, compared to 2021, resulting in overall net R&D expense
in 2022 being 6% higher than in 2021. The Company’s
R&D costs are mainly incurred to support and develop
core business activities of marine seismic acquisition and
imaging.
Total amortization of the MultiClient library in 2022
was $241.6 million, compared to $365.4 million in 2021,
a decrease of $123.7 million, or 34%. The decrease is
mainly driven by less MultiClient projects being finalized
and delivered to clients, resulting in less accelerated
amortization. Amortization was 41% of MultiClient
revenues, compared to 75% in 2021. The lower
amortization rate reflects a higher proportion of late sales
in the mix.
The Company recorded impairments on the MultiClient
library of $11.5 million in 2022, compared to $13.6 million in
2021. The impairments in 2022 primarily relate to projects
in North America and West Africa. The MultiClient library is
assessed for impairment on a survey-by-survey basis.
PGS Annual Report 202251
2022 gross depreciation was $122.2 million, a decrease of
$20.2 million, or 14%, compared to 2021. This comes as
a result of a generally lower investment level in property
plant and equipment over recent years and impairment
charges in 2021.
Impairment tests on vessels and equipment are performed
at year-end and whenever there are events, changes in
assumptions or indication of potential loss of value. As of
December 31, 2022, the Company has not identified any
impairment from the performed tests and therefore no
impairment charges are recorded. In 2021 the Company
recorded a total impairment charge of $15.0 million
on seismic acquisition vessels. The seismic market is
recovering, but the recoverable values of seismic vessels
and other Company assets are sensitive to the assumed
margins and cycles of the seismic industry as well as
changes to operational plans. As a result, impairments
may arise in future periods.
EBIT ex. impairment and other charges was $117.0 million
in 2022, compared to a loss of $32.0 million in 2021.
In 2022, the share of results from associated companies
amounted to a loss of $5.0 million, compared to a gain of
$1.2 million in 2021. The loss in 2022 mainly relate to fair
value adjustments.
Gross interest expense amounted to $109.4 million in
2022, compared to $98.0 million in 2021, an increase of
$11.4 million, or 12%, primarily because of an increase of
Libor interest rates, which impacts the cost of floating rate
debt.
Other financial expense, net, of $2.6 million in 2022 is
primarily due to higher interest income on a higher cash
balance benefiting from increasing interest rates through
2022, compared to 2021. Other financial expense, net is
also impacted by currency gain due to a weaker NOK versus
USD, impacting leasing liabilities and the convertible bond
denominated in NOK (see Note 11 for details).
Income tax expense, which consists of current and
deferred tax expense, was $26.1 million in 2022, compared
to $15.6 million in 2021. There was no deferred tax expense
in 2022 or 2021. Current tax expense relates to foreign
withholding tax and corporate tax on profits in certain
countries where PGS has executed projects or made
significant MultiClient sales, primarily in Africa and Asia.
PGS is subject to taxation in many jurisdictions around
the world with increasingly complex tax laws. PGS
has identified issues in several jurisdictions that could
eventually make the Company liable to pay taxes relating
to prior years in excess of the provision recognized in
financial statements. Reference is made to Note 12 and
23 of this annual report for a description of significant tax
contingencies.
Loss to equity holders of PGS ASA was $32.8 million in
2022, compared to a loss of $179.4 million in 2021.
Cash Flow, Financial Position and Financing
Net cash provided by operating activities totaled $371.3
million in 2022, compared to $326.6 million in 2021. The
increase is due to significantly higher Produced Revenues,
partially oset by an increase in revenue related working
capital. Cash flow before financing activities was $209.5
million in 2022, compared to $154.7 million in 2021.
Cash and cash equivalents totaled $363.8 million as of
December 31, 2022, compared to $170.0 million as of
December 31, 2022.
The existing loan agreements have a liquidity sweep
requirement where liquidity reserve in excess of $200
million at quarter-ends shall be used to repay deferred
amortizations of the Export Credit Financing (“ECF”) loans
agreed in the rescheduling agreement entered into in
February 2021. As of December 31, 2022, the remaining
deferred ECF amount was $83 million, which will be repaid
in Q1 2023. Following the repayment of the deferred
ECF amount, and first applicable on March 31, 2023, a
mandatory liquidity sweep for liquidity reserve in excess of
$175 million will be applied against the nearest scheduled
amortization on the Term loan B.
Net interest-bearing debt amounted to $616.7 million
on December 31, 2022, compared to $936.4 million as
of December 31, 2021. The Company had approximately
45% of its net debt (excluding lease liabilities) at fixed
interest rates. The weighted average cash interest rate
was approximately 8.98%, including credit margins, as of
December 31, 2022, compared to 6.78 % as of December 31,
2021.
The main loan agreements are subject to a Minimum
Consolidated Liquidity and a Maximum Total Net Leverage
Ratio* (“TNLR”) covenant. The liquidity covenant
requires that the consolidated unrestricted cash and cash
equivalents shall not be less than $75 million. The TNLR
covenant establishes a maximum TNLR of 3.25:1 through
PGS Annual Report 202252
December 31, 2022, and 2.75:1 thereafter. On December 31,
2022, the TNLR, calculated on a Produced EBITDA basis
was 1.56:1.
*The Total Net Leverage Ratio (“TNLR”) is calculated as
the consolidated indebtedness, net of restricted cash held
for debt service in respect of the Export Credit financing
and unrestricted cash and cash equivalents, divided by
adjusted EBITDA less non-pre-funded MultiClient library
investments.
Financing status
During 2022, PGS reduced net interest-bearing debt by
$319.7 million ($347.4 million including lease liabilities) and
the Company is close to reaching its targeted maximum
level for net interest-bearing debt (excluding lease
liabilities) of $500 to 600 million.
As of December 31, 2022, PGS had cash and cash
equivalents totaling $363.8 million, compared to $170.0
million as of December 31, 2021. With the strong liquidity
position and improving cash flow generation, the Company
expects to be able to manage all scheduled amortization
of debt in 2023. However, PGS will have to refinance before
the final maturity of its Term Loan B in March 2024.
See description in the section “Liquidity risk” below.
Investments
In 2022, total MultiClient cash investment, excluding
capitalized interest, amounted to $106.4 million, compared
to $127.2 million in 2021, a decrease of $20.8 million, or
16%. The decrease is primarily due to fewer vessel days
allocated to MultiClient projects.
Capital expenditures, whether paid or not, totaled
$50.2 million in 2022, compared to $33.4 million in 2021,
an increase of $16.8 million, or 50%. The increase is
primarily a result of higher investments in seismic in-sea
equipment.
Financial Market Risk
The Company is exposed to market risks such as interest
rate risk, currency exchange risk, credit risk, liquidity
risk and commodity price risk, as discussed below. The
Company’s risk management policies are approved by the
Board of Directors. The treasury function reports regularly
to Company management and any breach of limits set in
the policy is reported to the Board of Directors.
Interest Rate Risk
PGS has a mixture of fixed and floating interest rate debt
combined with financial instruments, such as interest rate
swaps, to manage the impact of interest rate fluctuations.
As of December 31, 2022, the debt of PGS included $811.8
million of floating interest rate debt, with interest rates
based on up to six-month LIBOR rates, plus a margin.
$50.0 million of this floating interest debt is swapped into
fixed interest by use of interest rate swaps. Fixed interest
rate debt amounted to $239.6 million. Taking the interest
rate swaps into account, $761.8 million of the Company’s
debt is exposed to floating interest rates while $289.6
million has fixed interest rates. The exposure to changes
in the interest rate is further reduced with restricted and
unrestricted cash earning interest at floating interest rate.
For every (hypothetical) one percentage point increase
in LIBOR the annual net interest expense of the PGS’
net debt, including finance leases, would increase (with
some delay) by approximately $3.6 million. The increase
in floating interest rates during 2022 has impacted the
net interest cost (after taking into account restricted and
unrestricted cash) by approximately $5 million.
Currency Exchange Risk
PGS conducts business primarily in US dollars (“$” or
“USD”), but also in several other currencies, including
British pounds (“GBP”), Norwegian kroner (“NOK”),
Brazilian real (“BRL”), euro (“EUR”), and occasionally
currencies like Egyptian Pounds (“EGP”) and Nigerian Naira
(“NGN”). PGS is subject to foreign currency exchange rate
risk on cash flows related to sales, expenses, financing,
and investment transactions in currencies other than the
US dollar.
PGS predominantly sells products and services in US
dollars, and to a limited extent in other currencies. In
addition to USD, a significant proportion of PGS’ operating
expenses are incurred in NOK and GBP. Less substantial
amounts are incurred in various other currencies. Thus,
regarding expenses and revenues in currencies other than
US dollars, such expenses will typically exceed revenues.
A stronger US dollar reduces PGS’ operating expenses as
reported in US dollars. It is estimated that a 10% change
of the US dollar against the two most significant non-USD
currencies, NOK and GBP, would have an annual impact
on gross cash cost of $10-12 million and $4-5 million,
respectively.
PGS Annual Report 202253
The Company did not have any open foreign currency
forward contracts as of December 31 in 2022 or 2021.
All interest-bearing debt is denominated in US dollars.
Credit Risk
PGS’ accounts receivable is primarily from multinational,
integrated energy companies and independent oil and
natural gas companies, including companies that are
owned in whole or in part by governments. PGS manages
the exposure to credit risk through ongoing credit
evaluations of clients. Due to the nature of PGS’ client
base, a low level of losses on accounts receivable has been
incurred over the years.
PGS has a structured approach to monitor the credit risk
of the Company’s banking partners, including derivatives
counterparties and the institutions in which cash is held on
deposit.
Liquidity Risk
During 2022, PGS raised close to $250 million of new
equity and increased cash flow generation in an improving
market. The significant liquidity improvement enabled a
reduction of net interest-bearing debt by $319.7 million
($347.4 million including lease liabilities). Net interest-
bearing debt amounted to $616.7 million on December
31, 2022, compared to $936.4 million as of December 31,
2021, and the Company is close to reaching its targeted
maximum level for net interest-bearing debt (excluding
lease liabilities) of $500 to $600 million.
As of December 31, 2022, PGS had cash and cash
equivalents totaling $363.8 million, compared to $170.0
million as of December 31, 2021. With the strong liquidity
position and improving cash flow generation, the Company
expects to be able to manage all scheduled amortization
of debt in 2023. However, PGS will need to refinance before
the final maturity of its Term Loan B in March 2024.
With improved financial performance and the strong
reduction of net interest-bearing debt, PGS is well
positioned to refinance ahead of the 2024 debt maturities.
The debt market was challenging and volatile over the last
year but has during the early parts of 2023 shown signs
of improvement. However, market volatility remains a
risk with respect to the cost and interest rate ultimately
achievable in a refinancing round. The Company expects to
complete the refinancing during the first half of 2023.
While the Board is confident that a refinancing will be
achieved, PGS may become financially challenged should
it not comply with the financial covenants in the key credit
agreements, or fail to generate sucient cash flow and/or
refinance before its debt falls due.
Commodity Risk
Operation of seismic vessels requires substantial fuel
purchases, thus PGS is exposed to fuel price fluctuations.
Based on the Company’s fuel consumption in 2022, a 10%
increase in fuel prices would increase the total annual fuel
costs by approximately $6 million. The Company seeks
to pass fuel price risk to clients on a majority of contract
work.
Climate Risk
PGS is exposed to both transition risk and physical risks
associated with climate change. The Company has a
structured approach to monitoring the development of the
seismic exploration market and opportunities created by
the transition to renewable energy sources globally. The
Company’s strategy is based on market scenario analysis
and positioning of the Company for the energy transition
by establishing the ‘New Energy’ business unit, which is a
core component of the Company’s strategy. The physical
risks associated with climate change may directly aect
both onshore and oshore operations through increased
occurrence of extreme weather conditions. The Company
mitigates this risk through reducing the dependency of
on-premise computing by shifting data and processing to
the Cloud, careful planning of projects, and by leveraging
the inherent weather resilience of the Ramform fleet and
GeoStreamer technology.
Operational and Other Risks
Demand for the Company’s products and services
depends on the level of spending by energy companies
on hydrocarbon-resource exploration, field development,
and production. Spending levels are heavily influenced by
oil and gas prices and energy companies’ focus areas. The
ongoing energy transition may cause structural changes
in demand. During 2020 and 2021 there was an increasing
focus on extracting more resources from producing fields
and infrastructure lead exploration. Alongside this trend,
more traditional exploration activity in greenfield areas
PGS Annual Report 202254
came into play in 2022, benefitting both the contract and
the MultiClient markets.
The Company is subject to many risk factors including,
but not limited to the demand for seismic services, the
demand for data from the Company’s MultiClient library,
increased competition, the attractiveness of technology,
changes in governmental regulations aecting the
markets, the speed and impact of the energy transition
and its eect on client behavior, technical downtime,
licenses and permits, currency and fuel price fluctuations,
potential COVID-19 outbreaks on the vessels causing
project delays, and operational hazards such as weather
conditions.
Contracts for services are occasionally modified by
mutual consent and in certain instances may be cancelled
by clients on short notice without compensation.
Consequently, the order book as of any particular date
may not be indicative of actual operating results for any
succeeding period.
Shares, Share Capital and Dividend
As of December 31, 2022, PGS had 909,549,714 shares
issued and outstanding, all of which are of the same class
and carry equal voting and dividend rights. Each share has
a par value of NOK 3. PGS’ ordinary shares are listed on
the Oslo Stock Exchange (ticker: PGS) and denominated in
Norwegian kroner.
In Q2 2022, PGS successfully completed an equity private
placement providing gross proceeds of approximately
$85 million and a subsequent oering of approximately
$14 million. In Q4 2022, PGS took advantage of another
opportunity to raise capital and successfully completed
another private placement providing gross proceeds of
approximately $150 million.
As of December 31, 2022, the Company held 275,086
treasury shares.
Sustainability
PGS has adopted a Code of Conduct that reflects the
Company’s commitment to its shareholders, clients,
employees, and other stakeholder to carry out business
with the utmost integrity. The Code of Conduct outlines
both what stakeholders can expect from PGS, and what
PGS expects from employees and anyone working for
PGS. Employees of PGS are also guided by the Company’s
Core Values and Leadership Principles that drive desired
behaviour and culture. The Code of Conduct, Core Values
and Leadership Principles are available in full on www.pgs.
com.
During 2022, PGS has committed to net-zero greenhouse
gas (“GHG”) emissions by 2050 with an absolute reduction
in maritime emissions of 75% and 100% renewable
energy usage onshore. The Company has also identified
activities under the EU Taxonomy that will be disclosed
in accordance with the regulation and taken action to
assess and ensure compliance with the Transparency act,
which will be made available on www.pgs.com within the
deadline.
PGS is committed to the ten principles of the United
Nations Global Compact in the areas of human rights,
labor, environment, and anti-corruption. The Board of
Directors and the CEO actively ensure that the Company
properly responds to sustainability challenges. To identify
and assess actual and potential sustainability risks and
opportunities for PGS, the Board of Directors and the
CEO are actively involved in the Company’s assessment
of material topics and the development of our strategic
objectives and goals to manage them.
To identify and report on risks and opportunities
associated with climate change and the energy transition
PGS uses the frameworks developed by the Carbon
Disclosure Project (“CDP”) and the Task Force on Climate
Related Financial Disclosures (“TCFD”).
Since 2011, PGS has published a separate sustainability
and ESG report, which communicates the Company’s
progress in alignment with the recommendations of the
Global Reporting Initiative (“GRI”). Further in 2022 PGS
has continued aligning its reporting with the Corporate
Sustainability Reporting Directive (“CSRD”). PGS has an
ambition to promote the UN Sustainable Development
Goals (“SDGs”) through concrete actions and goals that are
relevant for the Company’s activities and global presence.
From the materiality assessment PGS has identified 6
of the 17 SDGs where the Company contributes, which
are number, 4-Quality Education, 7-Aordable and
clean energy, 9-Industry, Innovation and Infrastructure,
13-Climate Action, 14-Life Below Water and 16-Peace
Justice and Strong Institutions.
A more detailed account of how PGS manages
sustainability risks and opportunities can be found in our
annual sustainability report.
PGS Annual Report 202255
Organization
PGS had 900 regular active employees as of December
31, 2022, compared to 839 as of December 31, 2021. The
increase in 2022 is mainly due to higher activity and hire of
more oshore crew.
As of December 31, 2022, PGS employees represented
53 nationalities; 27% of the oce-based employees are
women (2% of oshore employees are women). Among
sta working in Norway, 32% are women. The Board of
Directors has four male and three female shareholder
elected directors and one male and two female employee-
elected directors.
At the headquarters in Oslo, 27% of management
positions are held by women, and 2% of women working
for the Norwegian organization of PGS work part-time.
PGS consciously strives to improve the gender diversity
of sta through reporting and actively encouraging
development and promotion of women to management
roles. The primary development processes are the
Performance Management, Potential Assessment and
Mentoring program.
Being a global company, PGS has long-standing practice
of embracing cultural diversity, and cultural sensitivity
training is oered to employees.
The average monthly salary of all active regular employees
as of December 2022 was $8,013 ($7,149 for female
employees and $8,232 for male employees) based on
February 1, 2023 exchange rates.
Board of Directors and Corporate Governance
As of December 31, 2022, the Board of Directors has the
following members: Walter Qvam (Chairperson), Anne
Grethe Dalane, Richard Herbert, Marianne Kah, Trond
Brandsrud, Ebrahim Attarzadeh, Shona Grant, Anette
Valbø, Gunhild Myhr and Eivind Vesterås. The latter three
are employee elected Board members.
The Board has established two sub-committees: an Audit
Committee that as of December 31, 2022 is comprised
of Anne Grethe Dalane (Chairperson), Trond Brandsrud,
Marianne Kah, Ebrahim Attarzadeh, and Anette Valbø,
and the Remuneration and Corporate Governance
Committee, that as of December 31, 2022 is consisting
of Walter Qvam (Chairperson), Richard Herbert, Shona
Grant, Eivind Vesterås and Gunhild Myhr. The committees
predominantly act as preparatory bodies for the Board
of Directors and assist the Directors in exercising their
responsibilities.
PGS also has a Nomination Committee elected by the
shareholders. As of December 31, 2022, this committee
consists of Terje Valebjørg (Chairperson), Alexandra Herger
and Jon Arnt Jacobsen.
PGS’ corporate governance principles are adopted by the
Board of Directors. The Board periodically reviews these
principles. Statements of the corporate governance
structure are described in more detail in the corporate
governance section of this annual report. The Company’s
articles of association, in addition to full versions of the
rules of procedures for the Board of Directors, the Audit
Committee charter, the Remuneration and Corporate
Governance Committee charter, the Nomination
Committee charter, and PGS’ Code of Conduct are available
on the Company’s website www.pgs.com.
Since 2004, PGS has maintained a compliance hotline
operated by an external service provider in order to
facilitate reporting of any concerns regarding inappropriate
business conduct. The Company encourages use of the
hotline by anyone who has concerns relating to compliance
with laws and regulations, breaches of the code of
conduct, fair treatment, or any other matter. Concerns
can also be raised directly with the General Counsel or any
Board member.
The Board of Directors and the Executive Management
team of PGS Group are covered by PGS ASA’s Directors
and Ocers Liability Insurance (“D&O”) placed in the
international insurance market on market standard terms
and conditions. The insurance comprises the directors’
and ocers’ personal legal liabilities, including defense-
and legal costs. The cover also includes employees in
managerial positions or employees who become named in
a claim or investigation, or is named co-defendant, and is
extended to include members of the Company’s steering
committee, audit committee, compensation committee,
litigation committee, advisory committee or other
management or board committees.
Outlook
Most future energy scenarios predict global energy
consumption to continue to increase longer term with
oil and gas remaining an important part of the energy
mix for a long time. Oshore reserves are an important
contributor to future energy supply and support the
PGS Annual Report 202256
longer-term demand for marine seismic services.
With significant under investments in exploration and
production spending over many years, global exploration
and production spending increased by more than 20%
in 2022. Spending growth is expected to continue with a
double-digit number in 2023, and the growth is likely to
remain healthy in subsequent years.
Historically there has been a strong correlation between
overall exploration and production spending and oshore
seismic spending. We believe the correlation will continue
and support seismic market activity in 2023.
There is a significant volume of seismic contract leads and
tenders in the market. MultiClient investment plans are
increasing with higher pre-funding levels and MultiClient
late sales are expected at high levels. By year-end 2022,
the PGS order book was at the highest level since Q3 2014,
and industry visibility should continue to benefit from the
high contract tendering activity and increasing MultiClient
investments.
The Board expects increasing demand, in combination with
a very consolidated seismic market and limited additional
vessel supply, to support a continued recovery for the
oshore seismic market. The ongoing energy crisis in
Europe has highlighted the importance of ensuring supply
of oil and gas from diverse and reliable sources.
The Board emphasizes that valuations in the financial
statements and forward-looking statements contained
in this report are based on various assumptions made by
management and the Board, depend on factors beyond
our control, and are subject to risks and uncertainties.
Accordingly, actual results may dier materially.
Pursuant to section 3-3a of the Norwegian Accounting Act,
the Board confirms that the 2022 financial statements
have been prepared on the going concern basis which the
Directors believe to be appropriate.
Allocation of Parent Company’s result for 2022
The financial statements of the parent company, PGS ASA,
are prepared and presented in accordance with generally
accepted accounting principles in Norway (“NGAAP”).
PGS ASA reported a loss of NOK 34.2 million for 2022,
compared to a profit of NOK 81.3 million in 2021. PGS ASA
is a holding company with no material operating activities.
The Board proposes that the loss for 2022 of NOK 34.2
million is transferred from other equity. Total shareholders’
equity in PGS ASA as of December 31, 2022 was NOK
4,957.9 million corresponding to 98% of total assets.
Weybridge, March 1, 2023
Board of Directors
PGS ASA
Walter Qvam
Chairperson
Anne Grethe Dalane
Director Director
Marianne Kah Richard Herbert
Director
Trond Brandsrud
Director
Ebrahim Attarzadeh
Director
Shona Grant
Director
Rune Olav Pedersen
President & Chief Executive Ocer
Director
Anette Valbø
Director
Eivind Vesterås
Director
Gunhild Myhr
PGS Annual Report 202257
RESPONSIBILITY STATEMENT
Today, the Board of Directors and the Chief Executive Ocer
reviewed and approved the Board of Directors’ report and the
consolidated and separate annual financial statements for
PGS ASA, for the year ending and as of December 31, 2022.
PGS ASA’s consolidated financial statements have been
prepared and presented in accordance with IFRSs and
IFRICs as adopted by the EU and additional disclosure
requirements in the Norwegian Accounting Act, and that
should be used as of December 31, 2022. The separate
financial statements for PGS ASA have been prepared
in accordance with the Norwegian Accounting Act and
Norwegian accounting standards as of December 31, 2022.
The Board of Directors report for the group and the parent
company is in accordance with the requirements of the
Norwegian Accounting Act and Norwegian accounting
standard 16, as of December 31, 2022.
To the best of our knowledge:
y The consolidated and separate annual financial
statements for 2022 have been prepared in
accordance with applicable accounting standards.
y The consolidated and separate annual financial
statements give a true and fair view of the assets,
liabilities, financial position, and result of operations
as a whole as of December 31, 2022, for the group and
the parent company.
y The Board of Directors’ report for the group and the
parent company include a true and fair review of:
- The development and performance of the business
and the position of the group and the parent
company.
- The principal risks and uncertainties the group and
the parent company face.
Weybridge, March 1, 2023
Board of Directors
PGS ASA
Walter Qvam
Chairperson
Anne Grethe Dalane
Director Director
Marianne Kah Richard Herbert
Director
Trond Brandsrud
Director
Ebrahim Attarzadeh
Director
Shona Grant
Director
Rune Olav Pedersen
President & Chief Executive Ocer
Director
Anette Valbø
Director
Eivind Vesterås
Director
Gunhild Myhr
FINANCIAL
STATEMENTS
2022
PGS Annual Report 202259
ALTERNATIVE PERFORMANCE MEASURES
As required by the European Securities and Markets
Authority (“ESMA”) guidelines, the Company has defined
and explained the purpose of its Alternative Performance
Measures (“APMs”) in the paragraphs below.
Produced revenues
Produced Revenues, when used by the Company, means
revenues and other income based on recognition of
MultiClient prefunding revenues on a Percentage-of-
completion (POC) basis. Produced Revenues is reconciled
in Note 4.
EBITDA
EBITDA, when used by the Company, means EBIT
excluding other charges, impairment and loss on sale of
non-current assets and depreciation and amortization.
EBITDA may not be comparable to other similarly
titled measures from other companies. The Company
has included EBITDA as a supplemental disclosure
because PGS believes that the measure provides useful
information regarding the Company’s ability to service
debt and to fund capital expenditures and provides a
helpful measure for comparing its operating performance
with that of other companies.
EBIT, excluding impairments and other charges
PGS believes that EBIT, excluding impairments and other
charges, is a useful measure in that the measures provide
an indication of the profitability of the Company’s
operating activities for the period without regard to
significant events and/or decisions in the period that are
expected to occur less frequently.
Produced EBITDA
Produced EBITDA, when used by the Company, means
Reported EBITDA adjusted for the dierence between
Produced Revenues and Reported Revenues (IFRS).
Produced EBITDA may not be comparable to other
similarly titled measures from other companies.
The Company has included Produced EBITDA as a
supplemental disclosure because PGS believes that
the measure provides useful information regarding
the Company’s ability to service debt and to fund
capital expenditures and provides a helpful measure for
comparing its operating performance with that of other
companies.
Produced MultiClient pre-funding level
Produced MultiClient pre-funding level is calculated by
dividing the produced MultiClient pre-funding revenues,
as per segment reporting, by the cash investment in
MultiClient library, as reported in the Statements of Cash
Flows. PGS believes that the MultiClient pre-funding
percentage is a useful measure in that it provides some
indication of the extent to which the Company’s financial
risk is reduced on new MultiClient investments.
Net interest-bearing debt
Net interest-bearing debt is defined as the sum of non-
current and current interest-bearing debt, less cash and
cash equivalents and restricted cash. PGS believes that
Net Interest-Bearing Debt (“NIBD”) is a useful measure
because it provides an indication of the hypothetical
minimum necessary debt financing to which the
Company is subject at balance sheet date. The Company
present NIBD including and excluding lease liabilities.
Liquidity reserve
Liquidity reserve is defined as the sum of cash and cash
equivalents and the un-drawn part of the Revolving
Credit Facility. Management believes that liquidity
reserve is a useful measure because it provides an
indication of the amount of funds readily available to the
Company in the very short term at balance sheet date.
PGS Annual Report 202260
Cash flow before financing activities
Cash flow before financing activities is defined as the
sum of net cash provided by operating activities and
net cash used in investing activities, in the consolidated
financial statements of cash flows.
Order book
Order book is defined as the aggregated estimated value
of future revenues, measured on a basis consistent with
our Segment reporting principles. This includes signed
customer contracts, letters of award or where all major
contract terms are agreed. For long term contracted
service agreements the order book includes estimated
revenues for the nearest 12-month period. PGS believes
that the Order book figure is a useful measure in that it
provides an indication of the amount of customer backlog
and committed activity in the coming periods.
Capital expenditures, whether paid or not
Capital expenditures means investments in property and
equipment irrespective of whether paid in the period but
excluding capitalized interest cost.
Gross cash costs
Gross cash costs are defined as the sum of reported
net operating expenses (excluding depreciation,
amortization, impairments, deferred steaming, net
and other charges, net) and the cash operating costs
capitalized as investments in the MultiClient library as
well as capitalized development costs. PGS believes that
the gross cash costs figure is a useful measure because it
provides an indication of the level of cash costs incurred
by the Company irrespective of the extent to which the
fleet is working on MultiClient projects or the extent to
which its R&D expenditures qualify for capitalization.
Net operating expenses
Net operating expenses are defined as gross cash
costs (as per above) less capitalized investments in the
MultiClient library and capitalized development costs.
PGS believes this figure is a useful measure because
it provides an indication of the level of net cash costs
incurred by the Company in running current period
commercial activities that are not devoted to investment.
PGS Annual Report 202261
APM Reconciliations
Segment Reporting, Total Revenues and Other Income, As reported, and Produced revenues are reconciled as follows: Year ended December 31,
(In millions of US dollars) 2022 2021
Contract seismic 336.3 207.8
MultiClient pre-funding 139.4 247.7
MultiClient late sales 326.7 220.4
Imaging 22.7 21.7
Other Income (0.0) 6.2
Total Revenues and Other Income, As reported 825.1 703.8
Produced MultiClient revenue for projects not yet delivered 94.0 82.3
Produced MultiClient revenue from previous years, projects delivered (101.9) (196.1)
Produced revenues 81 7.2 590.0
EBITDA, net is reconciled as follows: Year ended December 31,
(In millions of US dollars) 2022 2021
Operating profit (loss) as reported 106.0 (66.2)
Other charges, net (5.7) 5.6
Amortization and impairment of MultiClient library 253.1 379.0
Depreciation and amortization of non-current assets (excl. MultiClient library) 95.9 100.6
Impairment and loss on sale of non-current assets (excl. MultiClient library) 5.3 15.0
EBITDA 454.6 434.0
EBIT ex. impairment and other charges, net is reconciled as follows: Year ended December 31,
(In millions of US dollars) 2022 2021
Operating profit (loss) as reported (106.0) (66.2)
Other charges, net 5.7 5.6
Impairment of MultiClient library 11.5 13.6
Impairment and loss on sale of non-current assets (excl. MultiClient library) 5.3 15.0
EBIT ex. impairment and other charges, net 11 7.1 (32.0)
Produced EBITDA, net is reconciled as follows: Year ended December 31,
(In millions of US dollars) 2022 2021
Operating profit (loss) as reported 106.0 (66.2)
Produced revenue adjustment to revenue as reported (7.9) (113.8)
Other charges, net (5.7) 5.6
Amortization and impairment of MultiClient library 253.1 379.0
Depreciation and amortization of non-current assets (excl. MultiClient library) 95.9 100.6
Impairment and loss on sale of non-current assets (excl. MultiClient library) 5.3 15.0
Produced EBITDA 446.7 320.2
Net interest-bearing debt is reconciled as follows: December 31,
(In millions of US dollars) 2022 2021
Cash and cash equivalents 363.8 170.0
Restricted cash (current and non-current) 70.8 73.7
Current debt and current portion of non-current debt (36 7.1 ) (162.6)
Non-current debt (684.2) (1,017.5)
Net interest-bearing debt, excluding lease liabilities (616.7) (936.4)
Lease liabilities current (32.9) (35.9)
Lease liabilities non-current (54.3) (79.0)
Net interest-bearing debt, including lease liabilities (703.9) (1,051.3)
PGS Annual Report 202262
Total capital expenditures, whether paid or not is reconciled as follows: Year ended December 31,
(In millions of US dollars) 2022 2021
Seismic equipment 33.3 19.2
Vessel upgrades/yard 11.0 12.1
Compute infrastructure/ technology 5.5 1.5
Other 0.4 0.6
Total capital expenditures, whether paid or not 50.2 33.4
Change in working capital and capital leases (1.6) 2.0
Investment in property and equipment 48.6 35.4
Cash cost, gross and Net operating expenses are reconciled as follows: Year ended December 31,
(In millions of US dollars) 2022 2021
Cost of sales before investment in MultiClient library (433.8) (351.2)
Research and development costs before capitalized development costs (15.0) (14.5)
Sellling, general and administrative costs (38.9) (36.1)
Cash costs, gross (487.7) (401.8)
Steaming deferral, net 2.7 (3.2)
Cash investment in MultiClient library 106.4 127.2
Capitalized development costs 8.1 8.0
Net operating expenses (370.5) (269.8)
PGS Annual Report 202263
Consolidated Statements of Profit and Loss 66
Consolidated Statements of Comprehensive Income 67
Consolidated Statements of Changes in Shareholders’ Equity 67
Consolidated Statements of Financial Position 68
Consolidated Statements of Cash Flows 69
Note 1 General Information about the Company
and Basis of Presentation 70
Note 2 Summary of Significant Accounting Policies 70
Note 3 Critical Accounting Judgments, Estimates
and Assumptions 75
Note 4 Segment Reporting 78
Note 5 Revenue from Contracts with Customers 79
Note 6 Other Income 81
Note 7 Cost of Sales 81
Note 8 Depreciation, Amortization and Impairments
of Non-current Assets 81
Note 9 Other Charges, Net 82
Note 10 Interest Expense 82
Note 11 Other Financial Expense, Net 83
Note 12 Income Taxes 83
Note 13 Earnings Per Share Information 85
Note 14 Restricted Cash 85
Note 15 Accrued Revenues and Other Receivables 85
Note 16 Other Current Assets 86
Note 17 Property and Equipment 86
Note 18 MultiClient Library 88
Note 19 Other Non-Current Assets 88
Note 20 Other Intangible Assets 89
Note 21 Debt and Guarantees 90
FINANCIAL STATEMENTS
PGS
Consolidated
Notes to the
consolidated Financial
Statements
PGS Annual Report 202264
Note 1 Summary of Significant Accounting Policies 113
Note 2 Intercompany Transactions 113
Note 3 Interest Expense, Net 114
Note 4 Other Financial Items, Net 114
Note 5 Income Taxes 114
Note 6 Shares in Subsidiaries 114
Note 7 Restricted Cash 115
Note 8 Shareholders’ Equity 115
Note 9 Debt and Guarantees 115
Note 10 Financial Instruments 116
Note 11 Other Long-term Liabilities 116
Note 12 Accrued Expenses and Other Short-term Liabilities 116
Note 13 Salaries and Other Personnel Costs, Number
of Employees, and Remuneration to the Board
of Directors, Executive Ocers and Auditors 117
Notes to the Parent
Company Financial
Statements
Note 22 Financial Instruments 93
Note 23 Leases, Contingent Liabilities and Provisions 97
Note 24 Accrued Expenses and Other Current Liabilities 98
Note 25 Other Non-Current Liabilities 99
Note 26 Pension Obligations 99
Note 27 Shareholder Information 101
Note 28 Related Party Transactions 103
Note 29 Share Based Payment Programs 103
Note 30 Salaries and Other Personnel Costs, Number of Employees,
and Remuneration to the Board of Directors,
Executive Ocers and Auditors 105
Note 31 Subsidiaries 108
Statements of Profit and Loss 110
Statements of Financial Position 111
Statements of Cash Flows 112
PGS ASA Parent
Company
CONSOLIDATED
FINANCIAL
STATEMENTS
PGS Annual Report 20222
PGS ASA
Consolidated Statements of Profit and Loss
Year ended December 31,
(In millions of US dollars) Note 2022 2021
Revenues 5 825.1 697.8
Other income 6 - 6.0
Total revenues and other income 825.1 703.8
Cost of sales 7 (324.7) (227.2)
Research and development costs (6.9) (6.5)
Selling, general and administrative costs (38.9) (36.1)
Amortization and impairment of MultiClient library 8 (253.1) (379.0)
Depreciation and amortization of non-current assets (excl. MultiClient Library) 8 (95.9) (100.6)
Impairment and loss on sale of non-current assets (excl. MultiClient library) 17 (5.3) (15.0)
Other charges, net 9 5.7 (5.6)
Total operating expenses (719.1) (770.0)
Operating profit (loss)/EBIT 106.0 (66.2)
Share of results from associated companies 19 (5.0) 1.2
Interest expense 10 (110.3) (99.4)
Other financial expense, net 11 2.6 0.6
Income (loss) before income tax expense (6.7) (163.8)
Income tax 12 (26.1) (15.6)
Profit (loss) for the year (32.8) (179.4)
Earnings (loss) per share, to ordinary equity holders of PGS ASA: 13
- Basic ($0.06) ($0.45)
- Diluted ($0.06) ($0.45)
PGS Annual Report 20223
PGS ASA
Consolidated Statements of Comprehensive Income
Year ended December 31,
(In millions of US dollars) Note 2022 2021
Profit (loss) for the year (32.8) (179.4)
Other comprehensive income
Actuarial gains (losses) on defined benefit pension plans 26 38.4 14.8
Items that will not be reclassified to statements of profit and loss 38.4 14.8
Cash flow hedges 2.6 4.6
Other comprehensive income (loss) from associated companies - -
Items that may be subsequently reclassified to statements of profit and loss 2.6 4.6
Other comprehensive income (loss), net of tax 41.0 19.4
Total comprehensive income (loss) to equity holders of PGS ASA 8.2 (160.0)
PGS ASA
Consolidated Statements of Changes in Shareholders’ Equity
Attributable to equity holders of PGS ASA
(In millions of US dollars)
Share capital
par value
Treasury shares
par value
Additional
paid-in capital
Accumulated
earnings
Other capital
reserves
Shareholders'
equity
Balance as of January 1, 2021 154.2 - 929.1 (675.6) (11.3) 396.4
Profit (loss) for the period - - - (179.4) - (179.4)
Other comprehensive income (loss) - - - 14.8 4.6 19.4
Shares issued at conversion of convertible bond (a) 4.7 - 1.7 - - 6.4
Share based payments - - 2.3 - - 2.3
Balance as of December 31, 2021 158.9 - 933.1 (840.2) (6.7) 245.1
Profit (loss) for the period - - - (32.8) - (32.8)
Other comprehensive income (loss) - - - 38.4 2.6 41.0
Shares issued at conversion of convertible bond (a) 7.7 - 7.1 - - 14.8
Share based payments - - 1.2 - - 1.2
Shares issued for cash consideration (b) 146.6 - 94.8 - - 241.4
Acquired treasury shares (c) - (0.2) (0.2) - - (0.4)
Share based payments, equity settled (c) - 0.1 (0.1) - - -
Balance as of December 31, 2022 313.2 (0.1) 1,035.8 (834.6) (4.1) 510.3
(a) In 2021, the Company received conversion notices from holders of the convertible bond representing USD 4.7 million of this bond issue, which
pursuant to the bond terms were converted into 12,376,228 new shares. In 2022, the Company exercised and settled its issuer conversion option under
the convertible bond whereby all outstanding bonds with an aggregate nominal amount of USD 7.7 million were converted into 25,237,631 shares. As a
part of the bond settlement USD 7.1 million was credited to additional paid-in capital.
(b) In 2022, the Company issued 483,622,019 new shares following private placements and a subsequent oering raising approximately NOK 2,477.2
million (corresponding to USD 241.4 million) as equity. Transaction costs amounting to $5.1 million were recognized against additional paid-in capital.
(c) In 2022, the Company initiated and completed a share buy-back program to cover settlement of Performance based Restricted Stock Units
(“PRSU’s”) granted under the Company’s 2019 Long Term Incentive Plan for employees. 500,000 shares were bought back under the program and
230,169 shares were used in settlement to employees.
PGS Annual Report 20224
PGS ASA
Consolidated Statements of Financial Position
December 31,
(In millions of US dollars) Note 2022 2021
ASSETS
Current assets
Cash and cash equivalents 22 363.8 170.0
Restricted cash 14 11.6 16.1
Accounts receivables 5, 22 169.4 134.6
Accrued revenues and other receivables 5, 15 144.9 55.9
Other current assets 16 61.7 56.4
Total current assets 751.4 433.0
Non-current assets
Property and equipment 17 740.4 787.4
MultiClient library 18 300.3 415.6
Restricted cash 14 59.2 57.6
Other non-current assets 19 28.6 14.7
Other intangible assets 20 73.4 84.5
Total non-current assets 1,201.9 1,359.8
Total assets 1,953.3 1,792.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Interest bearing debt 21, 22 367.1 162.6
Lease liabilities 21, 22 32.9 35.9
Accounts payable 22 45.6 45.3
Accrued expenses and other current liabilities 24 104.2 80.5
Deferred revenues 5 154.4 123.4
Income taxes payable 12 20.4 16.7
Total current liabilities 724.6 464.4
Non-current liabilities
Interest bearing debt 21, 22 659.7 973.5
Lease liabilities 21, 22 54.3 79.0
Deferred tax liabilities 12 0.1 0.1
Other non-current liabilities 25 4.3 30.7
Total non-current liabilities 718.4 1,083.3
Shareholders' equity
Share capital; par value NOK 3; issued and outstanding 909,549,714 shares 27 313.2 158.9
Treasury shares; par value 27 (0.1) -
Additional paid-in capital 27 1,035.8 933.1
Total paid-in capital 1,349.0 1,092.0
Accumulated earnings (834.6) (840.2)
Other capital reserves (4.1) (6.7)
Total shareholders' equity 510.3 245.1
Total liabilities and shareholders' equity 1,953.3 1,792.8
Weybridge, March 1, 2023
Board of Directors
PGS ASA
Walter Qvam
Chairperson
Anne Grethe Dalane
Vice Chairperson Board Member
Marianne Kah Richard Herbert
Board Member
Trond Brandsrud
Board Member
Rune Olav Pedersen
President & Chief Executive Officer
Board Member
Anette Valbø
Board Member
Eivind Vesterås
Board Member
Gunhild Myhr
Board Member
Shona Grant
Board Member
Ebrahim Attarzadeh
PGS Annual Report 20225
PGS ASA
Consolidated Statements of Cash Flows
Year ended December 31,
(In millions of US dollars) Note 2022 2021
Income (loss) before income tax expense (a) (6.7) (163.8)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, impairment 8 354.2 494.5
Share of results in associated companies 19 4.9 (1.1)
Interest expense 10 110.3 99.4
Interest income 11 (7.0) (0.3)
Loss (gain) on sale and retirement of assets (1.0) (0.3)
Income taxes paid 12 (22.5) (11.7)
Other items 6.6 (0.8)
(Increase) decrease in accounts receivables, accrued revenues & other receivables (124.7) (32.8)
Increase (decrease) in deferred revenues 5 31.0 (65.2)
Increase (decrease) in accounts payable 1.2 15.2
Change in other current items related to operating activities 36.1 (5.2)
Change in other non-current items related to operating activities (11.1) (1.3)
Net cash provided by operating activities 371.3 326.6
Investment in MultiClient library 18 (106.4) (127.3)
Investment in property and equipment 17 (48.6) (35.4)
Investment in other intangible assets 20 (9.8) (10.2)
Investment in other current -and non-current assets 1.8 -
Proceeds from sale and disposal of assets 17 1.2 1.0
Net cash provided by (used in) investing activities (161.8) (171.9)
Proceeds, net of deferred loan costs, from issuance of long-term debt 21 47.1 (19.5)
Interest paid on interest bearing debt (90.5) (80.8)
Repayment of interest bearing debt 21 (170.1) -
Proceeds from share issue (a) 241.4 -
Share buy-back (0.4) -
Payment of lease liabilities (recognized under IFRS 16) 21, 23 (36.1) (40.3)
Payments of leases classified as interest 23 (6.4) (8.9)
Decrease (increase) in restricted cash related to debt service (0.7) 8.1
Net cash provided by (used in) financing activities (15.7) (141.4)
Net increase (decrease) in cash and cash equivalents 193.8 13.3
Cash and cash equivalents as of January 1 170.0 156.7
Cash and cash equivalents as of December 31 363.8 170.0
a) Net of approximately 2% transaction cost and at the NOK/USD exchange rate at the date of receiving funds.
PGS Annual Report 20226
Note 1 – General Information about the
Company and Basis of Presentation
General information
PGS ASA is a public limited liability company established under the laws
of the Kingdom of Norway in 1991. Unless stated otherwise, references
herein to the “Company”, the “Group” and “PGS” refer to PGS ASA and
its subsidiaries.
PGS is a fully integrated marine geophysical company that provides a
broad range of seismic and reservoir services, including data acquisition,
imaging, interpretation, and field evaluation. Our services are provided
to the oil and gas industry, as well as to the broader and emerging new
energy industries, including carbon storage and offshore wind. The
Company operates on a worldwide basis with headquarters in Oslo,
Norway. The address is Lilleakerveien 4C, 0283 Oslo.
Basis of presentation
The Company prepares its consolidated financial statements in accordance
with International Financial Reporting Standards (“IFRS”) as adopted by the
European Union (“EU”). IFRS as adopted by the EU differs in certain respects
from IFRS as issued by the International Accounting Standards Board
(“IASB”). References to IFRS hereafter should be construed as references
to IFRS as adopted by the EU. The consolidated financial statements are
prepared using the historical cost basis, except for certain financial assets
and derivative financial instruments that have been measured at fair value.
The consolidated financial statements are presented in millions of US Dollars
(”$” or “dollars”), unless otherwise indicated.
The consolidated financial statements were authorized for issue by the
Board of Directors on March 1, 2023.
Note 2 – Summary of Significant
Accounting Policies
Consolidation
Subsidiaries
A subsidiary is an entity (including special purpose entities) that is
controlled by the Company. Control is achieved where the Company is
exposed, or has rights to, variable returns from its involvement with
the entity, and has the ability to affect those returns through its power,
directly or indirectly, over the entity.
The consolidated financial statements include the results of the Company
and all of its subsidiaries from the date that control commences to the
date that control ceases.
Joint arrangements and investments in associated companies
An associated company is an entity over which the Company has
significant influence, being the power to participate in the financial and
operating policy decisions of the entity, but which does not amount to
control or joint control.
A joint arrangement is a contractual arrangement whereby the Company
undertakes an economic activity that is subject to joint control and
requires the parties’ unanimous consent for strategic financial and
operating policy decisions. A joint arrangement is classified as joint
operation if the parties have rights to the assets, and obligations for
the liabilities, relating to the arrangement. If the parties in the joint
arrangement have rights to the net assets of the arrangement, it is
classified as a joint venture.
The consolidated financial statements include the Company’s share of the
post-tax results, other comprehensive income and net assets (less any
impairments), of its joint ventures and associates on an equity-accounted
basis from the point at which joint control or significant influence
respectively commences, to the date that it ceases. Where the Company’s
share of losses exceeds its interest in a joint venture or associate, the
carrying amount is reduced to zero and recognition of further losses is
discontinued, except to the extent that the Company has incurred legal or
constructive obligations or made payments on behalf of the investment.
The Company accounts for its investment in a joint operation by
recognizing its relative share of the investee’s assets, liabilities, revenues
and expenses. The Company periodically reviews its net investments to
determine whether there is an indication of impairment. If such indication
exists, the recoverable amount of the net investment is estimated in
order to determine the extent of the impairment (if any).
The Company has cooperation agreements to invest in certain MultiClient
data projects with other parties, which are classified as joint operations.
The Company recognizes its relative share of the investment in
MultiClient data and its share of revenue, amortization and costs. When
the Company performs services related to acquisition, processing or
marketing to the joint operation the share of expenses attributable to its
partners is recognized as part of MultiClient pre-funding revenue.
Cash and cash equivalents and restricted cash
Cash and cash equivalents include demand deposits and all highly liquid
financial instruments purchased with original maturities of three months
or less. Cash and cash equivalents that are restricted from the Company’s
use are presented separately in the consolidated statements of financial
position and are classified as current or non-current depending on the
nature of the restrictions.
Foreign currency translation and transactions
The financial statements of subsidiaries and associates whose functional
currency is not the US dollar are translated using the current exchange
rate. Assets and liabilities are translated at the foreign exchange rate in
effect at the period end; share par value and paid-in capital are translated
at historical exchange rates; and revenues and expenses are translated
at the average rate of exchange in effect during the period. Translation
adjustments are recorded as a separate component in the consolidated
statements of other comprehensive income.
Foreign exchange gains and losses resulting from the settlement of
foreign currency transactions and from the translation of realized and
unrealized monetary assets and liabilities denominated in foreign
currencies are recognized in the consolidated statements of profit
and loss as other financial expense, except when recognized in the
consolidated statements of other comprehensive income as qualifying
cash flow hedges.
Intangible assets
Intangible assets acquired separately are measured on initial recognition
at cost. Following initial recognition, intangible assets are carried at
cost less accumulated amortization and accumulated ment. The cost of
internally generated intangible assets, other than those specified below,
is expensed as incurred.
Revenue from contracts with customers
Revenue from contracts with customers arise primarily from (i)
performance of proprietary/exclusive seismic services in accordance with
customer specifications and (ii) granting of licenses to the Company’s
MultiClient data library. Revenue is recognized at the amount that
the Company expects to be entitled to and expects to collect under
the contract. If a contract has multiple performance obligations, the
transaction price is allocated to each performance obligation identified in
the contract on a relative stand-alone selling price basis.
Amounts received from customers in advance of the Company satisfying
its performance obligations are recorded as deferred revenue. In the
event most of the consideration under the contract is received more than
12 months in advance of satisfying the related performance obligation,
a financing factor is accrued and included in the value of the revenue
recognized upon satisfying the performance obligation.
The Company applies the practical expedient for short-term advances
received from customers. That is, the promised amount of consideration
is not adjusted for the effects of a significant financing component if the
PGS Annual Report 20227
period between satisfying the performance obligation and the payment is
one year or less.
In the rare event the Company has satisfied a performance obligation and
is otherwise entitled to compensation under the contract but there is a
significant uncertainty as to ultimately collecting the compensation, revenue
recognition is delayed until such uncertainty has been sufficiently reduced.
Where the Company have satisfied its performance obligations and has a
right to consideration, an accrued revenue is recognized.
The principles applied for each of the main types of contracts with
customers are described in more detail below.
MultiClient late sales licenses
The Company grants a license to a customer, which entitles the customer
to a “right to use” a specifically defined portion of the MultiClient data
library as it exists at that point in time. The Company’s performance
obligation is considered to be satisfied at the “point in time” when the
customer has received the underlying data or has granted the access the
licensed portion of the data.
MultiClient Pre-funding licenses
The Company typically obtains funding from a limited number of
customers before a seismic survey project is completed. In return for the
pre-funding, the customer typically gains the ability to direct or influence
the project specifications and to access data as it is being acquired.
The Company recognizes pre-funding revenue as “right to use” licenses
and the revenue is to be recognized at the point in time when the
Company’s performance obligation is considered to be satisfied and
“right to use” license is transferred to the customer. This “point in time”
depends on the specific contract, but is typically upon completion of
processing of the survey and granting of access to the finished data or
delivery of the finished data.
The “point in time” of satisfying the performance obligation is generally the
same for both MultiClient Late Sale licenses and MultiClient Pre-funding
licenses. Accordingly, revenue is generally recognized at this same “point in
time” for each of these two types of licenses in accordance with IFRS 15.
Proprietary sales/Marine contract sales/Imaging revenues
The Company performs seismic services under contract in accordance with
customer specifications. Such service contracts are considered to contain
one performance obligation. This performance obligation is considered to
be satisfied over time because the Company performs the service at the
customer specification, the resultant data is owned by the customer and
the Company has no alternative right to otherwise use or benefit from
the resultant data. The Company recognizes proprietary/contract revenue
over time as the services are performed and the Company is entitled
to the compensation under the contract. Depending on nature of the
contract progress is measured either based on square kilometers or time
progressed. Progress for imaging services is measured based on a model
taking into account both working hours and processing.
Contingent revenue (uplift, transfer fees, etc.)
MultiClient licenses typically contain clauses that require the customer
to pay additional fees upon specific triggering events such as customer
award of acreage (uplift) and change of ownership (transfer fee). Common
to such contingent revenue, is that PGS is typically not required to provide
any further data or service – the data has already been delivered. Hence,
there is no further performance obligation required on the part of PGS.
The contingent consideration is recognized when the triggering event has
taken place.
Other services
Customer contracts for other services are similar in nature and terms
to the proprietary contract sales. Revenue is recognized over time as
the Company satisfies the performance obligation and is entitled to the
compensation under the contract.
MultiClient library
The MultiClient library consists of seismic data surveys which are licensed
to customers on a non-exclusive basis. Costs directly incurred in acquiring,
imaging and otherwise completing seismic surveys are capitalized to the
MultiClient library. Costs incurred while relocating or “steaming” a vessel
or crew from one location to another and borrowing costs incurred during
the acquisition and imaging phases of the survey are also capitalized to
the MultiClient library.
A project remains in surveys-in-progress until imaging is complete which
may be some months or up to more than a year after data acquisition
ends, at which point it is transferred to completed surveys.
The Company records the costs incurred on the MultiClient library in a
manner consistent with its capital investment and operating decision
analysis, which generally results in each survey in the MultiClient library
being recorded and evaluated separately. The cost of projects within the
same political regime, with similar geological traits and that are marketed
collectively are recorded and evaluated as a group by year of completion.
Straight-line amortization - Upon completion of a survey, straight-line
amortization commences over its estimated useful life which is generally
over a period of 4 years from the date it is transferred to completed surveys.
Accelerated amortization - Following the adoption of the straight-line
amortization policy for completed surveys, recognition of impairment of
library may be necessary in the event that sales on a completed survey are
realized disproportionately sooner within that survey’s 4-year useful life.
Further, when a project is completed and after pre-funding revenue is
recognized, recognition of impairment may be necessary in the event the
present value of expected Late Sales is lower than the capitalized cost of
the project.
This accelerated amortization is included in “Amortization and impairment
of MultiClient library” in the consolidated statements of profit and loss
and specified in note 8.
Impairment of MultiClient library - The Company updates its sales forecast
for each survey at each year-end and when an impairment indicator is
deemed to exist. In the event the net book value of survey exceeds its net
present value of estimated future cash flows an impairment is recorded
in the amount of the excess. This impairment is included in “Amortization
and impairment of MultiClient library” in the condensed consolidated
statements of profit and loss and specified in note 8.
Government Grants
Government Grants are recognized where there is reasonable assurance
that the grant will be received and all attached conditions will be complied
with. When the grant relates to an expense item, it is recognized as
income on a systematic basis over the periods that the related costs, for
which it is intended to compensate, are expensed.
Research and development costs
Research costs are expensed as incurred. An internally generated
intangible asset arising from development (or from the development
phase of an internal project) is recognized if all of the following have been
demonstrated: technical and commercial feasibility of completing the
intangible asset so that it will be available for use or sale; the intention
to complete the intangible asset and use or sell it; the ability to use or
sell the intangible asset; how the intangible asset will generate probable
future economic benefits; the availability of adequate technical, financial
and other resources to complete the development to use or sell the
intangible asset; and the ability to measure reliably the expenditure
attributable to the intangible asset during its development.
The amount initially recognized for internally generated intangible
assets is the sum of the expenditure incurred from the date on which the
intangible asset first satisfies the recognition criteria above. All other
development costs are expensed as incurred.
Subsequent to initial recognition, internally generated intangible assets
are reported at cost less accumulated amortization and accumulated
impairment, on the same basis as intangible assets acquired separately.
Capitalized development costs are amortized on a straight-line basis over
the estimated useful life of the asset.
PGS Annual Report 20228
Patents, licenses and technology
Patents, licenses and technology are stated at cost less accumulated
amortization and accumulated impairment. Amortization is calculated on
a straight-line basis over the estimated period of benefit, ranging from
one to fifteen years.
Property and equipment
Property and equipment are stated at cost, excluding the costs of the
day-to-day servicing, less accumulated depreciation and impairment.
Depreciation is calculated on a straight-line basis over the useful life of
the assets based on cost less estimated residual values. The estimated
useful lives for property and equipment are as follows:
Years
Seismic vessels 25 - 30
Seismic and operations equipment, incl. computers 3 - 15
Buildings and related leasehold improvements 1 - 10
Fixture, furniture, fittings and office computers 3 - 5
Major overhauls 3 - 7.5
Subsequent expenditures and major inspections/overhauls are included
in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits for the
Company and the cost of the item can be measured reliably. The carrying
amount of replaced asset components are derecognized. All other repairs
and maintenance are charged to the consolidated statements of profit
and loss during the period in which they are incurred.
The assets’ residual values, useful lives and method of depreciation are
reviewed, and adjusted if appropriate, at least at each year-end.
Assets under construction are carried at cost, less accumulated
impairment. Cost includes borrowing costs incurred during construction
in accordance with the Company’s accounting policy as stated below.
Depreciation commences when the asset is ready for its intended use.
A component of property and equipment is derecognized upon disposal
or when no future economic benefit is expected from its use or disposal.
Gains and losses arising on de-recognition of assets (calculated as the
difference between the net disposal proceeds and the carrying amount of
the asset) is included in the consolidated statements of profit and loss in
the year derecognized.
Significant spare parts are capitalized along with the assets to which they
relate. Other spare parts, consumables and bunker inventory are classified
as other current assets and stated at cost, less any obsolescence.
Steaming costs
Steaming costs relate to relocating or “steaming” a vessel and its crew
from one location to another. Steaming costs are deferred to the extent the
probable future economic benefits from the projects to which the vessel
will steam are sufficient to recover the cost of the steam. In the event
the vessel steams at a significantly lower speed than normal, the number
of days allocated to steaming are reduced. The recoverable steaming
cost associated with MultiClient surveys is capitalized as a part of the
MultiClient library (see above). Recoverable steaming cost associated with
exclusive contract surveys is deferred and charged to the consolidated
statements of profit and loss during the periods of data acquisition.
Impairment of property, equipment and intangibles
The carrying amount of intangible assets and property, plant and
equipment are reviewed at each balance sheet date to determine whether
there is any indication of impairment. If any such indication exists, the
asset’s recoverable amount is estimated.
Intangible assets not yet available for use are assessed for impairment
annually, or whenever there is an indication that the asset may be
impaired.
The recoverable amount of an asset is the greater of its fair value less
costs to sell and its value in use. In assessing value in use, estimated
future cash flows are discounted to present value using a pre-tax discount
rate that reflects current market assessments of the time value of money
and the risks specific to the asset. For an asset that does not generate
largely independent cash inflows, recoverable amount is determined for
the cash-generating unit (“CGU”) to which the asset belongs.
When assessing the recoverable amount or reassessing useful economic
lives, significant future developments are considered including
technological, economic and market changes. The potential impact of
climate change and the energy transition has been incorporated into
future cash-flow projections, including management’s best estimate of
the effects on margins and product mix.
An impairment charge is recognized whenever the carrying amount of
an asset or its CGU exceeds its recoverable amount. Impairment charges
recognized in respect of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to that CGU, and then to reduce the
carrying amount of the other assets in the unit on a pro-rata basis.
An impairment charge in respect of goodwill is not subject to reversal. For
other assets, an impairment charge is reversed if the circumstances that
gave rise to the impairment no longer exist, but only to the extent that
the increased carrying amount does not exceed the carrying amount that
would have existed had no impairment had been recognized.
Leases
The Company assesses at contract inception whether a contract is, or
contains, a lease. That is, if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
Company as a lessee
The Company applies a single recognition and measurement approach for
all leases, except for short-term leases and leases of low-value assets.
The Company recognises the liabilities to make lease payments and right-
of-use assets representing the right to use the underlying assets.
Lease term
The lease term is determined on the commencement date of the lease,
and corresponds to the term of the lease contract, unless the Company
is reasonably certain that it will exercise contractual extensions or
termination options.
Measurement of lease liabilities
At the commencement date of the lease, the Company recognises lease
liabilities measured at the present value of lease payments due under the
contract, less any lease incentives receivable, plus the costs of purchase or
termination options if reasonably certain to be exercised. Lease payments
are discounted using the interest rate implicit in the lease. If that rate
cannot be determined, the Company’s incremental borrowing rate is
used, being the rate that the lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions.
Subsequently, the carrying amount of the lease liability is increased to
reflect the accumulation of interest on the liability balance, and reduced
as the lease payments are charged to the liability. In addition, the
carrying amount of the lease liability is remeasured to reflect contractual
modifications, changes to lease payments or changes in the assessment
of the lease term.
Measurement of right-of-use assets
Right-of-use assets are measured at cost, comprising the initial
measurement of lease liability, lease payments made at the commencement
date, initial direct costs and estimated restoration costs, less any lease
incentives received.
Subsequently, the right-of-use asset is measured at cost, less accumulated
depreciation and impairment losses, and adjusted for any remeasurement
of lease liabilities.
Right-of-use assets are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets.
PGS Annual Report 20229
The right-of-use assets are also subject to impairment. Refer to the
accounting policies in section Impairment of property, equipment and
intangibles.
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its
short-term leases of machinery and equipment (i.e., those leases that
have a lease term of 12 months or less from the commencement date and
do not contain a purchase option). It also applies the lease of low-value
assets recognition exemption to leases of office equipment that are
considered to be low value. Lease payments on short-term leases and
leases of low-value assets are recognised as expense on a straight-line
basis over the lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the
risks and rewards incidental to ownership of an asset are classified as
operating leases. Rental income arising is accounted for on a straight-line
basis over the lease terms and is included in revenue in the statement of
profit or loss due to its operating nature.
Income taxes
Income tax expense is comprised of current and deferred tax. Income tax
is recognized in the consolidated statement of profit and loss, except to
the extent that it relates to items recorded directly to the consolidated
statements of other comprehensive income.
Current tax is the tax expected to be paid to or recovered from taxation
authorities in respect of taxable income for the year, using tax rates
enacted or substantially enacted during the period.
Deferred tax assets and liabilities are measured using the liability method,
providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes, and the amounts
used for taxation purposes. The amount of deferred tax provided is
based on tax rates that are expected to apply in the year of realization
or settlement, using tax rates and laws that have been enacted or
substantively enacted by the end of the reporting period.
Deferred tax is not recognized on temporary differences arising from the
initial recognition of goodwill, or relating to investments in subsidiaries
to the extent that the temporary difference can be controlled by the
Company and will probably not reverse in the foreseeable future.
Deferred tax assets are recognized only when, on the basis of all available
evidence, it can be regarded as probable that there will be sufficient taxable
profits in the foreseeable future against which the asset can be utilized.
Deferred tax assets and deferred tax liabilities are offset when a legally
enforceable right exists to set off current tax assets against current tax
liabilities, and the deferred taxes are related to the same taxable entity and
the same taxation authority. Deferred tax assets and liabilities are classified
as non-current in the consolidated statement of financial position.
Accounting for uncertain tax positions is described in note 3.
Employee benefits
Pension obligations
The Company’s pension arrangements comprise defined benefit plans and
defined contribution plans. The plans are funded through payments to
insurance companies or trustee-administered funds.
A defined benefit plan is a pension plan which defines an amount of
pension benefit that an employee will receive on retirement, dependent
on factors such as age, years of service and compensation. The liability
recognized for defined benefit pension plans is the present value of the
defined benefit obligation at the end of the reporting period, reduced by
the fair value of plan assets. The calculation of the obligation is performed
annually by a qualified actuary, using the projected unit credit method and
key actuarial assumptions at the reporting date.
The amount charged to the consolidated statement of profit and loss
comprises the cost of benefits accruing to employees over the year,
plus net interest expense or income, calculated by applying the liability
discount rate to the net pension liability.
Past service costs are recognized immediately in the consolidated
statement of profit and loss, unless they relate to plan changes which are
conditional on the employees remaining in service for a specified period of
time (the vesting period). In this case, past service costs are recognized on
a straight-line basis over the vesting period.
Actuarial gains and losses due to current period changes in assumptions
applied are recognized immediately in other comprehensive income.
For defined contribution plans, the Company pays contributions to
privately administered pension insurance plans on a mandatory,
contractual or voluntary basis. The Company has no further payment
obligations once the contributions have been paid. The contributions are
recognized as employee benefit expense when due. Prepaid contributions
are recognized as an asset to the extent that a cash refund or a reduction
in the future payments is available.
Bonus plans
The Company recognizes a provision for bonus where contractually obliged
or where there is a past practice that has created a constructive obligation.
Share-based payments
Performance Restricted Stock Unit Plans (“PRSUs”) are measured at the
grant date using a Monte Carlo simulation with relative total shareholder
return. The model simulates the future stock prices based on historical
values over the length of the lifetime for the PRSU. The Relative TSR is
calculated against a group of peer companies, where every company is
ranked based on the simulations. An additional measure used is Return
on Capital Employed (“ROCE”).
The awards are adjusted for expected future dividends. Social security tax on
the PRSU is based on the intrinsic value as of the end of the reporting period.
Provision for onerous contracts
A provision is made for legally binding obligations (contracts) whereby the
unavoidable costs of fulfilling the contracts exceed the economic benefits
expected to be received. All costs (including depreciation of assigned
assets) directly related to contract fulfillment are included in the calculation.
Interest-bearing debt and borrowings
Interest-bearing loans are recognized initially at fair value less transaction
costs. Subsequent to initial recognition, interest bearing loans are
measured at amortized cost using the effective interest method. Gains
and losses are recognized in the consolidated statements of profit
and loss when the liabilities are derecognized as well as through the
amortization process.
Financial instruments
Financial assets and financial liabilities are recognized when the Company
becomes party to the contractual obligations of the relevant instrument.
The Company classifies its financial instruments in the following
categories: at fair value through profit and loss, at fair value through other
comprehensive income or at amortized cost. The Company determines the
classification of financial instruments at initial recognition.
Classification and measurement
Financial instruments at fair value through profit and loss
This category comprises financial assets and liabilities held for trading,
including all derivative instruments. Financial instruments in this category
are initially recorded at fair value, and transaction costs are expensed in
the consolidated statement of profit and loss. Realized and unrealized
gains and losses arising from changes in the fair value are included in the
consolidated statements of profit and loss in the period in which they arise.
Financial instruments at fair value through other comprehensive income
On initial recognition, an election can be made to classify investments in
equity instruments at fair value through other comprehensive income.
Financial instruments in this category are initially recognized at fair value
plus transaction costs. Subsequently, they are measured at fair value,
PGS Annual Report 202210
with gains and losses arising from changes in fair value recognized in
other comprehensive income.
Financial instruments at amortized cost
Financial assets and liabilities in this category are initially recognized at
fair value, and subsequently carried at amortized cost, using the effective
interest method less any allowance for impairment. This category includes
accounts receivable, accounts payable and loans and other borrowings.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability
is discharged or cancelled or expires. When an existing financial liability
is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified,
such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognized in the statement of profit
and loss as a gain. In subsequent periods the gain is amortized as added
interest expense.
Impairment of financial assets
At each reporting date, the Company measures the loss allowance for
the financial asset at an amount equal to the lifetime expected credit
losses. For accounts receivables and contract assets, the Company uses
a simplified approach in calculating expected credit losses. The Company
recognizes a loss allowance using factors including aging of accounts,
historical experience, customer concentration, customer creditworthiness
and current industry and economic trends. An impairment loss,
amounting to any difference between the carrying amount of the
loss allowance and the expected credit losses at the reporting date, is
recognized in the consolidated statement of profit and loss.
Derivative financial instruments and hedging
The Company uses derivative financial instruments to reduce its exposure
related to fluctuations in foreign currency rates and interest rates.
Derivative instruments are recognized in the consolidated statements of
financial position at their fair values. Realized and unrealized gains and
losses attributable to derivative instruments that do not qualify for hedge
accounting are recognized as other financial items, net, as they arise.
Fair value hedges
Fair value hedges are used to hedge currency risk on equipment purchases
denominated in currencies other than USD. The change in fair value of the
hedging instrument is recognized in the consolidated statements of profit
and loss, together with any change in fair value of the hedged item that
are attributable to the hedged risk.
When an unrecognized firm commitment is designated as a hedged item,
the subsequent cumulative change in fair value of the firm commitment
attributable to the hedged risk is recognized as an asset or liability with a
corresponding gain or loss recognized in the consolidated statements of
profit and loss.
Cash flow hedges
Cash flow hedging is used to hedge interest rate risk. Gains or losses on
the hedging instrument are recognized in the consolidated statement of
other comprehensive income, to the extent that the hedge is determined
to be effective. All other gains or losses are recognized immediately in the
consolidated statement of profit and loss.
For cash flow hedges of recognized assets or liabilities, accumulated
gains or losses are transferred from other comprehensive income to the
consolidated statement of profit and loss in the same period in which the
hedged transaction affects the consolidated statement of profit and loss.
Hedge accounting is discontinued when a hedging instrument is
derecognized due to expiry, termination or disposal. If the forecasted
transaction continues to be expected to occur, the related gains or
losses are retained in other comprehensive income until the transaction
takes place. Any subsequent change in value is recorded directly to the
consolidated statement of profit and loss.
Convertible bonds
The company have issued a convertible bond in a currency different from
its functional currency. The instrument does not meet the “fixed for fixed”
criteria for being accounted for as a convertible bond and is accounted for
as two separate instruments. The right to convert shares are measured
separately as a financial liability at fair value over profit and loss and the
bond is at inception valued as the residual between the nominal value of
the bond and the fair value of the option. The difference to nominal value
is accounted for as interest costs.
Earnings per share
Basic earnings per share is calculated by dividing the profit attributable
to equity holders of the Company by the weighted average number of
ordinary shares outstanding during the year, excluding ordinary shares
purchased by the Company and held as treasury shares. Diluted earnings
per share is calculated by adjusting the weighted average number of
ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. For diluted earnings per share, dilutive potential ordinary
shares are determined independently for each period presented. When
the number of ordinary shares outstanding changes (e.g., share split)
the weighted average number of ordinary shares outstanding during
all periods presented is adjusted retrospectively. The dilutive effect of
outstanding Restricted Stock Units and Performance Restricted Stock
Units is reflected as additional share dilution in the computation of
earnings per share.
New and amended standards and interpretations
adopted by the Company
The Group applied for the first-time certain standards and amendments,
which are effective for annual periods beginning on or after 1 January
2022. The Group has not early adopted any other standard, interpretation
or amendment that has been issued but is not yet effective.
Conceptual Framework for Financial Reporting issued on 29 March 2018
The Conceptual Framework is not a standard, and none of the concepts
contained therein override the concepts or requirements in any standard.
The purpose of the Conceptual Framework is to assist the IASB in
developing standards, to help preparers develop consistent accounting
policies where there is no applicable standard in place and to assist
all parties to understand and interpret the standards. This will affect
those entities which developed their accounting policies based on the
Conceptual Framework. The revised Conceptual Framework includes some
new concepts, updated definitions and recognition criteria for assets and
liabilities and clarifies some important concepts.
These amendments had no impact on the consolidated financial
statements.
Onerous Contracts – Costs of Fulfilling a Contract -
Amendments to IAS 37
In May 2020, the IASB issued amendments to IAS 37 to specify which
costs an entity needs to include when assessing whether a contract is
onerous or loss-making. The amendments apply a “directly related cost
approach”. The costs that relate directly to a contract to provide goods or
services include both incremental costs and an allocation of costs directly
related to contract activities. General and administrative costs do not
relate directly to a contract and are excluded unless they are explicitly
chargeable to the counterparty under the contract.
The amendments with no material impact as the Groups policy is in
accordance with the amendment.
Property, Plant and Equipment: Proceeds before Intended Use –
Amendments to IAS 16 Leases
The The amendment prohibits entities from deducting from the cost of
an item of property, plant and equipment, any proceeds of the sale of
items produced while bringing that asset to the location and condition
necessary for it to be capable of operating in the manner intended by
management. Instead, an entity recognizes the proceeds from selling
such items, and the costs of producing those items, in profit or loss.
PGS Annual Report 202211
The amendment had no impact on the consolidated financial statements
as there were no sales of such items produced by property, plant and
equipment made available for use.
IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test
for derecognition of financial liabilities
The amendment clarifies the fees that an entity includes when assessing
whether the terms of a new or modified financial liability are substantially
different from the terms of the original financial liability. These fees include
only those paid or received between the borrower and the lender, including
fees paid or received by either the borrower or lender on the other’s behalf.
There is no similar amendment proposed for IAS 39 Financial Instruments:
Recognition and Measurement.
In accordance with the transitional provisions, the Group applies the
amendment to financial liabilities that are modified or exchanged on or
after the beginning of the annual reporting period in which the entity first
applies the amendment (the date of initial application). These amendments
had no impact on the consolidated financial statements of the Group as
there were no modifications of the Group’s financial instruments during the
period.
These amendments had no impact on the consolidated financial
statements of the Group as it did not have assets in scope of IAS 41 as at
the reporting date.
Standards issued but not yet effective (which the Company has not
early adopted)
Standards and interpretations that are issued up to the date of issuance of
the consolidated financial statements, but not yet effective, are disclosed
below. The Company’s intention is to adopt the relevant new and amended
standards and interpretations when they become effective, subject to EU
approval before the consolidated financial statements are issued.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of
IAS 1 to specify the requirements for classifying liabilities as current or
non-current. The amendments clarify:
What is meant by a right to defer settlement
That a right to defer must exist at the end of the reporting period
That classification is unaffected by the likelihood that an entity will
exercise its deferral right
That only if an embedded derivative in a convertible liability is itself
an equity instrument would the terms of a liability not impact its
classification
The amendments are effective for annual reporting periods beginning on
or after 1 January 2023 and must be applied retrospectively.
The Company is still assessing the potential impact.
IFRS 17 Insurance Contracts
IFRS 17 applies to all types of insurance contracts, regardless of the
type of entities that issue them, as well as to certain guarantees and
financial instruments with discretionary participation features. The
overall objective of IFRS 17 is to provide an accounting model for insurance
contracts that is more useful and consistent for insurers. The core of IFRS
17 is the general model, supplemented by:
A specific adaptation for contracts with direct participation features
(the variable fee approach)
A simplified approach (the premium allocation approach) mainly for
short-duration contracts
IFRS 17 is effective for reporting periods beginning on or after 1 January
2023, with comparative figures required. The amendments will not have
material impact on the Group’s financial statements.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it
introduces a definition of ‘accounting estimates’. The amendments clarify
the distinction between changes in accounting estimates and changes
in accounting policies and the correction of errors. Also, they clarify how
entities use measurement techniquesand inputs to develop accounting
estimates.
The amendments are effective for annual reporting periods beginning on
or after 1 January 2023 and apply to changes in accounting policies and
changes in accounting estimates that occur on or after the start of that
period. Earlier application is permitted as long as this fact is disclosed.
The amendments are not expected to have a material impact on the
Group’s financial statements.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice
Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice
Statement 2 Making Materiality Judgements, in which it provides
guidance and examples to help entities apply materiality judgements
to accounting policy disclosures. The amendments aim to help entities
provide accounting policy disclosures that are more useful by replacing
the requirement for entities to disclose their ‘significant’ accounting
policies with a requirement to disclose their ‘material’ accounting policies
and adding guidance on how entities apply the concept of materiality in
making decisions about accounting policy disclosures.
The amendments to IAS 1 are applicable for annual periods beginning
on or after 1 January 2023 with earlier application permitted. Since the
amendments to the Practice Statement 2 provide non-mandatory
guidance on the application of the definition of material to accounting
policy information, an effective date for these amendments is not
necessary.
The Group is currently revisiting their accounting policy information
disclosures to ensure consistency with the amended requirements.
Note 3 – Critical Accounting Judgments,
Estimates and Assumptions
The preparation of financial statements in accordance with IFRS requires
management to make estimates, assumptions and judgments that
affect the reported amounts of assets and liabilities and the disclosure of
contingent liabilities. In many circumstances, the ultimate outcome related
to the estimates, assumptions and judgments may not be known for several
years after the preparation of the financial statements. Actual amounts may
differ materially from these estimates due to changes in general economic
conditions, changes in laws and regulations, changes in future operating
plans and the inherent imprecision associated with estimates.
The key assumptions concerning the future and other key sources of
estimation uncertainty at the end of the reporting period that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.
Impairment of seismic vessel and equipment, MultiClient library and
other intangible assets
The carrying values of seismic vessels and equipment, MultiClient library
and other intangible assets are assessed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset
or CGU may not be recoverable. The calculations of recoverable amounts
are based upon future cash flow estimates which are discounted to
present value and rely upon a number of key estimates and judgements.
Discount rate
The Company applied a pre-tax discount rate of 12% for the year ended
December 31, 2022 and 2021 respectively in determining discounted cash
flows in connection with the impairment evaluations of seismic vessels and
equipment, intangible assets and the MultiClient library. The rates reflect
the estimated weighted average cost of capital for Company activities.
Impairment of seismic vessels and equipment
The recoverable amount of seismic assets has been evaluated using value
in use calculations, which is determined by discounting future cash flows
PGS Annual Report 202212
to their present value. The Company has applied a range of key estimates
in developing cash flow forecasts, including future contract pricing, vessel
maintenance costs and its weighted average cost of capital. Cash flow
forecasts have also included estimates relating to the future impact
of climate change and the speed of the energy transition on Company
operations.
For the purpose of impairment testing, each vessel is considered as a
separate CGU and seismic equipment is allocated to the vessels.
Future cash flow estimates are based on management assumptions
about demand for our products and services, future market conditions
and technological developments, including the future impact of climate
change. Significant and unanticipated changes in these assumptions
could result in impairments in a future period.
For impairment calculations in 2022, management has assumed that
revenue levels for the fleet in 2023 will be higher than the prior year.
Management expects the global energy consumption to continue to
increase longer term with oil and gas remaining an important part
of the energy mix. With significant under investments in exploration
and production spending over recent years, global exploration and
production spending increased more than 20% in 2022. Spending
growth is expected to continue with a double-digit number in 2023, and
the growth is likely to remain healthy in subsequent years.
PGS expects the increasing demand in combination with a very
consolidated seismic market and limited additional vessel supply, to
support a continued recovery for the offshore seismic market. The
ongoing energy crisis in Europe has highlighted the importance of oil
and gas production in areas with market access, not just sufficient world
production.
From 2030, the impact of the two main energy transition scenarios has
been incorporated into cash flow forecasts, as described in the section
below.
Management has forecasted improved (“EBIT”) margins for 2 years
above the historical average, then to trend towards historic margins
above ~15% in the base case scenario and to trend to approximately
half of the historical average in a scenario assuming a faster energy
transition scenario.
Climate change and the energy transition
Climate change is increasingly accepted as a risk that entities globally
are already facing. The Company has considered the impact of climate
change and the energy transition in preparing the financial statements.
In particular, the energy transition is likely to affect future demand and
pricing of geophysical services relating to oil and gas exploration and
production, which in turn may affect the recoverable amount of seismic
vessels and equipment.
PGS has incorporated two main scenarios for the energy transition and its
potential impact into its forecasts – the base case scenario and the fast
energy transition scenario.
The base case scenario is developed from the best estimates of current
trends and indications of policy over the next 5 years, and assuming a
steady transition from oil and gas to other sources of energy by 2050. The
reduction in demand for traditional oil and gas E&P services coincides with
an increase in New Energy activity, such as Carbon Capture, Utilization
and Storage (CCUS) projects which are a key technology for reducing and
removing CO2 and achieving net zero goals.
The fast energy transition scenario incorporates the effect of more
dynamic government policy and advances in technology, over an extended
forecasting period to 2042. In this scenario assumptions remain the
same as the base case till 2030, then a significant shift in the market
is assumed to reduce, from pre-covid levels, new frontier exploration
surveys by 80%, stable/slow growth for 4D surveys and a 50% reduction
in demand for all other E&P related seismic surveys. The accelerated
reduction in E&P projects is only partially offset by an increase in New
Energy project activity. The Company assumes fewer active vessels will
be operating in the seismic market based on a review of the expected
economic lifetime of the world fleet.
The above scenarios have been given a 50/50 weighting. Overall, these
assumptions resulted in no impairment charges for seismic vessels
in the current year. As the future effect of climate change and the
energy transition depends upon market, technological and legislative
developments that are currently highly uncertain, subsequent changes in
assumptions may result in impairment charges or reversals in the future.
The Company will continue to monitor the energy transition and will
update the assumptions in the scenarios and their probabilities as new
information becomes available.
Sensitivity analysis on impairment evaluation of seismic vessels
and equipment
The key assumptions used in evaluating impairment are subject to
substantial uncertainty, due to the volatile nature of macro-economic
factors such as future oil price, discount rate and any changes to rules and
regulations around seismic exploration.
Had assumed long-term EBIT margins been 3 percentage points lower, for
the remaining estimated useful life of the assets when estimating future
cash flows, then impairment of the fleet would approximate $30 million
as of December 31, 2022. If EBIT margins had been 5 percentage points
lower corresponding to an approximately 6 percentage points reduction of
pricing, then impairment of the fleet would be approximate $85 million as of
December 31, 2022.
An increase of WACC of 2% would have resulted in an impairment of $15
million as of December 31, 2022. If the fast energy transition scenario was
given 100% weight, there would have been headroom for all vessels, except
one Titan class vessel with a minor ($2 million) negative headroom as of
December 31, 2022. Total headroom for the Titan class vessels is $60 million
in the base case scenario with 50%/50% weighting, while when fast energy
transition scenario is given 100% weight, the total headroom for Titan class
vessels is $7 million.
Forecast sales of MultiClient library
Generally, a survey is defined as a separate CGU, but may in some cases be
combined geographically adjacent and marketed combined.
At least annually, management forecasts future sales for each
MultiClient library survey for purposes of determining the amount
of impairment. Sales forecasts are also estimated in calculating the
amount of accelerated amortization for surveys which have licensed
disproportionately sooner than implied by the 4-year amortization life;
and for surveys that are completed at which time prefunding revenue is
recognized. In forecasting sales, management considers past experience,
market developments as described above, general prospects for
hydrocarbons in the area, political risk, likelihood and timing of exploration
licensing rounds, existence of competitor data sets and general economic
conditions. Due to the inherent difficulty in forecasting sales and
future developments, it is possible that the amount of impairment
and amortization could vary significantly between periods. In addition,
future revenues from a survey may not be sufficient to cover the existing
carrying value. To the extent the future actual revenues achieved prove to
be less than forecasted, future periods will reflect lower profitability and/
or impairment of MultiClient library surveys.
As MultiClient surveys generally have a shorter economic lifetime,
consequently no alternative scenario similar to vessels have been
prepared. Any impact on the marketability of areas is built into the
assessments of the individual surveys, generally PGS have reduced the
expectations for future sales in frontier areas.
Sensitivity of forecasted sales on MultiClient impairment evaluation
Impairment of the MultiClient library for 2022 amounted to $ 11.5 million.
A 10% reduction in the sales forecast for all surveys with a net book value
as of December 31, 2022 would have resulted in an additional impairment
of approximately $4 million. A 20% reduction in the sales forecast for
all surveys with a net book value as of December 31, 2022 would have
resulted in an additional impairment of approximately $16 million.
PGS Annual Report 202213
Depreciation of seismic vessels and equipment
Depreciation is based on management estimates of the future economic
benefits and expected useful lives of seismic vessels and equipment.
These estimates may change due to changes in market conditions
including competition, technological development, use of the assets and
strategic considerations.
There is a risk of seismic vessels getting stranded due to a reduction in
demand for oil & gas related services. Management has in its assessment
among other considered the age of the current world fleet and the
assumed market development as described under the impairment
section. The newest vessel has an assumed economical lifetime till 2042
and management expect the demand for services such as Carbon Capture,
near field exploration and surveys over production areas to support the
economic lifetime of its current fleet. Refer to impairment section for
further information.
In addition, future regulations over fuel types and omissions could
potentially impact the economical lifetime of the vessels. The future
development, including any transition rules, is uncertain and management
currently do not expect any reduction in lifetime.
Deferred tax assets
Deferred tax assets are recognized for unused tax losses to the extent it
is probable that future taxable profit will be available against which the
losses can be utilized. Significant management judgment is required to
estimate the amount of deferred tax assets that can be recognized, based
upon the likely timing and level of future taxable profit in the nearer term
(generally 2 to 3 years forward).
As of December 31, 2022, aggregate unrecorded deferred tax assets of the
Company amount to $381.5 million.
Provision for contingencies, claims and tax litigations
The Company records accruals for contingencies, claims and other
uncertain liabilities, including tax contingencies, when it is more
likely than not that a liability has been incurred and the amount can
be reasonably estimated. These accruals are adjusted periodically as
assessments change or new or additional information becomes available.
In estimating the likelihood of an unfavorable outcome, management
evaluates the specific facts and circumstances in light of the related laws
and regulations; advice from external counsel; and the outcome of similar
cases, if any. Because of the inherent uncertainty in estimating the future
outcome of such matters, it is possible that some of these matters will
ultimately result in the Company incurring a material liability. See note 12
for further descriptions.
Contingent revenue
In certain circumstances, revenues can be recognized in respect of a
performance obligation that has already been fulfilled in the past. This
happens when a customer is already in possession of the license for
certain data and either (i) the customer is taken-over by or merged with
a competitor who does not yet have the license for such data (and is
thus required to pay a transfer fee), or (ii) the customer involves another
partner, not already having access to the licensed data, for the exploration
of a block, or (iii) customer award of acreage (uplift).
In the event of these specific contractual arrangements’ judgement is
required in determining when the triggering event took place and the
amount to be recognized. Taking into account possible price concessions,
customers re-delivery rights and collectability of the claim.
Going Concern assumption
Pursuant to section 3-3a of the Norwegian Accounting Act, the Board
confirms that the 2022 financial statements have been prepared based
on the going concern basis which, the Directors believe to be appropriate.
Refer to “Financing status” section in the Board of Directors report and
Note 22 for further information.
PGS Annual Report 202214
Note 4 – Segment Reporting
PGS has one operating segment focused on delivery of seismic data and services, which matches the internal reporting to the Company’s executive
management.
Following the implementation of the new accounting standard for revenues, IFRS 15, in 2018, MultiClient pre-funding revenues are no longer recognized
under the previously applied percentage-of-completion (“POC”) method. Instead, all such revenues are generally recognized at the “point in time” when
the customer receives access to, or delivery of, the finished data which often will take place a year or more after the acquisition of data due to the time
required to complete data processing.
PGS management did, for the purpose of its internal reporting, continue to report according to the principle applied in 2017 and earlier years, where
MultiClient pre-funding revenue is recognized on a POC basis, and the related amortization of MultiClient library based upon the ratio of aggregate
capitalized survey costs to forecasted sales. This differs from IFRS reporting which recognizes revenue from MultiClient pre-funding agreements and
related amortization at the “point in time” when the customer receives access to, or delivery of, the finished data.
From January 1, 2022, PGS changed its Segment Reporting measurement to simplify external and internal reporting. In Q4 2022, PGS re-introduced
revenues recognized under the POC method as its basis for internal reporting as this is more aligned with activity level and was ultimately concluded to
be a preferred measurement of performance and basis for decision making.
The table below provides a reconciliation of the Company’s segment numbers (“Produced”) against the financial statements prepared in accordance
with IFRS (“As Reported”):
Year ended December 31,
2022 2021 2022 2021 2022 2021
(In millions of US dollars) Produced Adjustments As Reported
Total revenues and other income* 817.2 590.9 7.9 113.8 825.1 703.8
Net operating expenses (370.5) (269.8) - - (370.5) (269.8)
EBITDA 446.7 320.2 7.9 113.8 454.6 434.0
*Includes Other Income of nil and $6.0 million from US government grants in 2022 and 2021, respectively. See note 6.
Year ended December 31,
2022 2021 2022 2021 2022 2021
(In millions of US dollars) Produced Adjustments As Reported
-Contract seismic 336.3 207.8 - - 336.3 207.8
-MultiClient pre-funding 131.5 133.9 7. 9 113.8 139.4 247.7
-MultiClient late sales 326.7 220.4 - - 326.7 220.4
-Imaging 22.7 21.7 - - 22.7 21.7
-Other Income* - 6.2 - - - 6.2
Total Revenues and Other Income 817.2 590.0 7.9 113.8 825.1 703.8
*Includes Other Income of nil and $6.0 million from US government grants in 2022 and 2021, respectively. See note 6.
For the year ended December 31, 2022 MultiClient pre-funding revenues, As Reported, were higher than Produced pre-funding revenues.
Set out below is the reconciliation of the Company’s segment numbers with the amounts disclosed in revenues from contracts with customers (note 5):
Year ended December 31,
(In millions of US dollars) 2022 2021
Revenues, Produced* 817.2 584.0
Produced MultiClient revenue for projects not yet delivered (94.0) (82.3)
Produced MultiClient revenue from previous years 101.9 196.1
Revenues, As Reported 825.1 697.8
*Excluding government grants presented at Other income.
The difference is related to timing of recognition of MultiClient pre-funding revenues. Refer to note 2 for further information.
Because the Company provides services worldwide to the oil and gas industry, a substantial portion of the property and equipment is mobile, and their
respective locations at the end of each period are not necessarily indicative of the earnings generated by the related property and equipment during
the period. Property and equipment and other non-current assets are classified based upon location of ownership. The geographic classification of
statements of profit and loss items is based upon location of performance or, in the case of MultiClient seismic data sales, the geographic area covered
by the data being licensed.
PGS Annual Report 202215
Year ended December 31,
Geographical markets
2022 2021 2022 2021
(In millions of US dollars) Produced As Reported
Norway 181.1 178.7 136.5 199.0
Asia/Pacific 111.7 70.8 103.5 92.3
Americas* (excluding Brazil and Canada) 107.0 56.0 107.0 56.7
Brazil 79.7 24.3 108.2 13.7
Africa (excluding Angola, South Africa) 66.3 8.7 45.6 38.3
Angola 64.9 49.6 94.5 70.6
Canada 61.5 68.2 69.0 71.7
United Kingdom 37.1 43.8 43.5 44.8
Greece 33.6 - 25.1 -
Cyprus 32.4 - 32.4 -
Middle East/Other (excluding Egypt) 28.9 1.5 28.9 1.4
Egypt 11.9 57.2 29.8 84.1
Ukraine 1.1 30.0 1.1 30.0
South Africa - 1.2 - 1.2
Total Revenues and Other Income 817.2 590.0 825.1 703.8
* Includes Other Income of $6.0 million in government grants in 2021. See note 6.
Total non-current assets (a)
December 31,
(In millions of US dollars) 2022 2021
Norway 836.9 974.6
Americas (excluding Brazil) 104.6 98.1
Brazil 54.2 92.5
Africa 51.9 60.8
Asia/Pacific 47.8 46.8
Middle East/Other 14.5 13.6
Europe (excluding Norway) 10.7 13.4
Total 1,120.6 1 299.8
(a) Consists of Property and equipment, MultiClient library, Investments in associated companies (note 19) and Other intangible assets.
Note 5 — Revenue from Contracts with Customers
The company earns revenue from the following categories of customer contracts:
Type of goods or service
Year ended December 31,
(In millions of US dollars) 2022 2021
Contract seismic 336.3 207.8
MultiClient pre-funding 139.4 247.7
MultiClient late sales 326.7 220.4
Imaging 22.7 21.7
Other - 0.2
Total revenues from contracts with customers 825.1 697.8
Depending on the type of contract with the customers, the Company’s performance obligation is considered to be satisfied over time or at a point in time.
Performance obligations satisfied over time generally include Contract seismic, Imaging services and Multiclient revenue from Joint Operation partner.
Set out below is the reconciliation of the timing of revenue from contract with customers.
Timing of revenue recognition*
Year ended December 31,
(In millions of US dollars) 2022 2021
Licenses transferred at a point in time 440.2 433.1
Services transferred over time 384.9 264.7
Total revenues from contracts with customers 825.1 697.8
*Refer to section on performance obligations below
In 2022, aggregate revenues from the two largest customers accounted for 13% and 8% of the Company’s consolidated revenues compared to 10% and
7% in 2021, respectively.
PGS Annual Report 202216
Revenue from Joint Operations
The Company has cooperation agreements to invest in certain MultiClient data projects with other parties. These agreements are classified as joint
operations where the parties have rights to the assets and liability of the investment. The Company generally holds an interest between 30-50%.
PGS recognizes its share of the revenue. For the year ended December 31, 2022 and 2021, $99.4 million and $59.0 of the revenue recognized relates to
projects with Joint Operations, respectively.
Accounts receivable
December 31,
(In millions of US dollars) 2022 2021
Accounts receivables from contracts with customers 169.4 134.6
Accounts receivables 169.4 134.6
Contract balances
Balances related to customer contracts consists of the following;
December 31, January 1,
(In millions of US dollars) 2022 2021 2021
Accounts receivables 169.4 134.6 100.6
Accrued revenues (note 15) 143.1 52.8 55.7
Total assets from contracts with customers 312.5 187.4 156.3
Deferred revenues 154.4 123.4 188.6
Total liabilities from contracts with customers 154.4 123.4 188.6
Trade receivables are non-interest bearing and are generally on terms of 30 to 45 days.
Accrued revenues are initially recognized for revenue earned, but not yet invoiced. This is generally related to Contract, Imaging projects and Multi-year
Data Management as a Service (DMaaS), as well as Late Sales generally to be invoiced the following month.
The increase in assets from contracts customers is mainly due to the increase in accrued revenues. Deferred revenues consist of revenue billed, not yet
recognized. A substantial share of the balance is related to MultiClient pre-funding licenses where revenue is generally recognized at completion of the
survey. The Company currently expects the majority of all deferred revenues to be recognized the following year.
The increase in deferred revenues is a result of lower volume of MultiClient projects finalized and delivered to clients in 2022.
Set out below is the amount of revenue recognized from amounts included in contract liabilities at the beginning of the year:
Year ended December 31,
(In millions of US dollars) 2022 2021
Amounts included in contract liabilities at the beginning of the year 82.8 142.3
Performance obligations
Contract seismic and imaging
The performance obligation is satisfied over-time and payment is generally due monthly or upon defined project milestones.
MultiClient Pre-funding
The performance obligation is satisfied at a point-in-time, usually by delivery of final data, and payment is generally due upon defined project
milestones. The customer is usually entitled to other deliverables such as preliminary data, but these are deemed not to be distinct within the context
of the contract.
Revenue the company receives from Joint Operation partners for acquisition or processing preformed is classified as MultiClient pre-funding. The
ownership of data is, in most cases, joint and the partner assumes ownership, rights and obligations as the data is produced, the revenue is therefore
considered as transferred over time. This amounts to $ 25.9 million and $35.2 for the years ended December 31, 2022 and 2021, respectively.
MultiClient Late Sales
The performance obligation is satisfied at a point-in-time upon signing of contract and delivery of data. Payment is generally due 30-45 days after
the performance obligation is satisfied. Certain contracts may contain uplift payments dependent on a condition such as the customer subsequently
being awarded acreage that is covered by the MultiClient data license granted to the customer. These are considered contingent consideration and
consideration is recognized when the triggering event has taken place.
PGS Annual Report 202217
The transaction price, for contracts entered into as of December 31, allocated to the remaining performance obligations
(unsatisfied or partly unsatisfied) as follows:
Year ended December 31,
(In millions of US dollars) 2022 2021
Licenses transferred at a point in time 248.9 125.0
Services transferred over time 268.2 202.4
Within one year 51 7.1 3 27.4
Licenses transferred at a point in time - -
Services transferred over time - -
More than one year - -
Total 51 7.1 3 27.4
All ongoing MultiClient projects as of December 31, 2022 with pre-funders are expected to be completed during 2023. The timing of performance
obligations is uncertain as MultiClient projects are subject to allocation of internal imaging capacity and progress.
Note 6 – Other Income
Year ended December 31,
(In millions of US dollars) 2022 2021
Government grants - 6.0
Total Other income - 6.0
PGS recorded Other Income of $6.0 million in 2021 from government grants relating to the COVID-19 pandemic. The amount is related to the US Payroll
Protection program given as a loan in 2020 and forgiven in 2021.
Note 7 – Cost of Sales
Year ended December 31,
(In millions of US dollars) 2022 2021
Vessel costs & direct project cost (342.4) (275.5)
New Ventures, project porfolio & Imaging (78.8) (62.3)
Technology/ digitalization & other (12.7) (13.5)
Total cost of sales, gross (433.9) (351.3)
Steaming deferral, net 2.8 (3.2)
Less amount capitalized to MultiClient library 106.4 127.3
Total cost of sales, net (324.7) (227.2)
Note 8 – Depreciation, Amortization and Impairments of Non-current Assets
Amortization and impairment of the MultiClient library consist of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Amortization of MultiClient library (note 18) (135.7) (151.2)
Accelerated amortization of MultiClient library (note 18) (105.9) (214.2)
Impairment of MultiClient library (note 18) (11.5) (13.6)
Amortization and impairment of MultiClient library (253.1) (379.0)
Total amortization of the MultiClient library in 2022 was $241.6 million, compared to $365.4 million in 2021. The decrease is mainly driven by less
MultiClient projects finalized and delivered to clients, resulting in less accelerated amortization. Amortization was 41% of MultiClient revenues,
compared to 75% in 2021. The lower amortization rate reflects a higher proportion of late sales in the mix.
Impairment relates mainly to surveys where the level of previously expected sales has not materialized or are no longer probable. In 2022 approximately
37% relates to projects in Africa and the remainder mainly North America, Europe and Asia Pacific, compared to approximately 30% related to North
and South America and the remainder mainly Europe and Asia Pacific in 2021
.
PGS Annual Report 202218
Amortization and depreciation of non-current assets (excluding MultiClient library) consist of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Gross depreciation and amortization * (122.2) (142.4)
Deferred Steaming depreciation, net 0.4 (2.1)
Depreciation capitalized to the MultiClient library 25.9 43.9
Depreciation and amortization of non-current assets (excl. MultiClient Library) (95.9) (100.6)
* Includes depreciation of right-of-use assets amounting to $17.6 million and $22.7 million for the years ended December 31, 2022 and 2021, respectively.
Impairments of non-current assets (excluding MultiClient library) consist of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Impairment of property and equipment (note 17) - (15.0)
Impairment of other intangible assets (note 20) (5.7) -
Gain (loss) from sale of non-current assets 0.4 -
Impairment non-current assets (excl. MultiClient Library) (5.3) (15.0)
In 2022, there are no impairment charges on seismic acquisition vessels and equipment. In 2021, PGS recorded an impairment charge of $15.0 million on
two Ramform Titan-class vessels. Reference is made to note 3 for further information.
The recoverable values of seismic vessels are sensitive to the assumed margins and cycles of the seismic industry, as well as changes to the operation
plan for vessels. As a result, further impairments may arise in future periods. Reference is made to note 3 for information on sensitivities.
Impairment of Other intangible assets of $5.7 million relate to assessment of the Company’s research and development portfolio.
Note 9 – Other Charges, Net
Other charges, net consist of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Onerous contracts with customers 11.0 (1.8)
Provision for bad debt (3.4) -
Gain (loss) investment in subsidiaries (2.0) -
Other 0.1 (3.8)
Total 5.7 (5.6)
Per December 31, 2022, the Company has no remaining provision for onerous customer contracts. This is a decrease from the $11.0 million provision as of
December 31, 2021. Provision for onerous customer contracts represents the estimated loss in future periods relating to binding customer contracts where
revenues are lower than the full costs, including depreciation, of completing the contract.
Note 10 – Interest Expense
Interest expense consists of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Interest on debt, gross (109.4) (98.0)
Imputed interest cost on lease agreements (note 23) (6.4) (8.7)
Interest capitalized to the MultiClient library (note 18) 5.5 7. 3
Total (110.3) (99.4)
The average interest rate used to determine the amount of interest cost eligible for capitalization was 8.2% and 6.8% for the years ended December 31,
2022 and 2021, respectively.
Gross interest expense 2022 increased by $11.4 million compared to the same period in 2021. The increase is primarily due to an increase of Libor interest
rates, which impacts the cost of floating rate debt.
PGS Annual Report 202219
Note 11 – Other Financial Expense, Net
Other financial expense, net, consists of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Interest income 7.0 0.3
Currency exchange gain/(loss) 4.3 (1.0)
Loss related to modification of debt - ( 7. 7 )
Net gain related to extinguishment of debt - 9.4
Net gain/(loss) on separate derivative financial instrument ( 7.6) 0.9
Other (1.1) (1.3)
Total 2.6 0.6
Interest income for 2022 increased by $6.7 million compared to the same period in 2021. A higher cash balance through 2022 compared to 2021 has
benefited from increasing interest rates. Net interest expense for the year increased thereby with $4.7 million compared to a gross increase of $11.4
million (see Note 10).
Currency gain for 2022 was $4.3 million, compared to a $1.0 million loss in 2021. A weaker NOK versus USD, impacting leasing liabilities and the
convertible bond denominated in NOK, was the primary cause for the currency gain.
In 2022, the $7.6 million loss on separate derivative financial instrument at fair value relates to the conversion right in the convertible bond and the
increase of the share price until settlement. The derivative instrument was settled August 25, 2022, through conversion of the remaining amount of the
bond to shares. Refer to Note 21 and 22 for more information
Note 12 – Income Taxes
Income tax consists of the following:
Year ended December 31,
(In millions of US dollars) 2022 2021
Current taxes (26.1) (15.6)
Deferred taxes - -
Total income tax expense (26.1) (15.6)
Current tax expense relates to foreign withholding tax and corporate tax on profits in countries where PGS has executed projects or made significant
MultiClient sales, primarily in Africa and Asia.
Year ended December 31,
(In millions of US dollars) 2022 2021
Income (loss) before income tax (6.7) (163.8)
Norwegian statutory rate 22% 22%
Provision for income taxes at statutory rate 1.5 36.0
Increase (reduction) in income taxes from:
Effect of tax rates other than statutory tax rate in Norway 2.1 1.8
Tax exempt income within tonnage tax regimes (2.5) 0.2
Gain/losses equity investments (1.1) 0.3
Foreign taxes not creditable in home country (18.7) (5.2)
Currency effects (a) (39.0) (11.7)
Changes in unrecognized deferred tax assets 48.4 (15.3)
Prior period adjustments (17.2) (21.2)
Other permanent items 0.4 (0.5)
Income tax (26.1) (15.6)
(a) Currency effects primarily relate to translating tax positions in local currency to US dollar functional currency.
(Table continued on next page)
PGS Annual Report 202220
The tax effects of the Company’s temporary differences are as follows:
December 31,
(In millions of US dollars) 2022 2021
Deferred tax assets
Employee benefits - (8.1)
Tax loss carry-forwards (288.6) (336.0)
Property and equipment (45.8) (56.3)
Other (59.7) (36.0)
Deferred tax assets, gross (394.1) (436.4)
Deferred tax liabilities
Property and equipment 3.4 0.3
Intangible assets 4.5 5.6
Employee benefits 4.1 -
Other 0.7 0.8
Deferred tax liabilities, gross 12.7 6.6
Deferred tax assets, net (381.4) (429.8)
Deferred tax assets not recognized in the consolidated statements of financial position 381.5 429.9
Net recognized deferred tax assets and liabilities 0.1 0.1
December 31,
(In millions of US dollars) 2022 2021
Deferred tax assets - -
Deferred tax liabilities 0.1 0.1
Income tax liabilities, gross 0.1 0.1
Any temporary differences related to IFRS 16 is considered on a net basis. Deferred tax is recognized on temporary differences that arise when the
net asset or liability changes. The amount is not material and is included in other deferred tax assets.
The Company has incurred several years of consecutive tax losses in the Norwegian tax jurisdiction, including for 2022 and the outlook for 2023
remains uncertain. Although the Company believes it will attain a satisfactory level of profitability, sufficient convincing evidence of such as required
by International Accounting Standard 12 is not present.
Deferred tax assets specified by jurisdiction, both recognized and unrecognized, and tax losses including expiration periods as of December 31, 2022
are as follows:
(In millions of US dollars) Tax losses Expiry dates
Recognized deferred
tax assets
Unrecognized deferred
tax assets
Norway 1,049.6 None - 230.9
UK 77.1 None - 14.6
Other 57.2 Various - 43.1
1,183.9 - 288.6
It is the Company’s current view that unremitted earnings from international operations in subsidiaries are expected to be reinvested indefinitely, and
as a result, no withholding taxes have been provided for unremitted earnings.
Contingent tax liabilities
Provisions for uncertain tax positions
With its multinational operations, the Company is subject to taxation in many jurisdictions around the world with increasingly complex tax laws. The
Company has several matters in several jurisdictions that could eventually make it liable for material amounts of taxes relating to prior years.
Brazil service tax claim on charter
The Company has ongoing tax disputes related to charter of vessels into Brazil. The assessments, which inter alia seek to levy 15% withholding tax and
10% CIDE (service) tax, amount to $38.1 million in total. The Company holds a legal deposit amounting to $18.9 million, initially made in Q4 2020 to
challenge one of the disputes in court. The deposit is held in an interest-bearing bank account with a commercial bank. Since the Company considers it
more likely than not that these contingencies will be resolved in its favor, no provision has been made for any portion of the exposure.
PGS Annual Report 202221
Total provision for uncertain tax positions is recognized as follows:
December 31,
(In millions of US dollars) 2022 2021
Other non-current liabilities 2.2 0.1
Total provision for uncertain tax positions 2.2 0.1
Note 13 – Earnings Per Share Information
Specification of average number of shares:
Year ended December 31,
2022 2021
Weighted average basic shares outstanding (a) 592,416,941 394,943,744
Dilutive potential shares 8,090,417 29,779,850
Weighted average diluted shares outstanding 600,507,358 424,723,594
(a) Weighted average basic shares outstanding for each year is reduced by the average number of treasury shares owned by the Company during the
year (see Note 27).
Note 14 – Restricted Cash
Restricted cash consists of the following:
December 31,
(In millions of US dollars) 2022 2021
Current:
Restricted payroll withholding taxes 3.4 3.7
Other 8.2 12.4
Total restricted cash, current 11.6 16.1
Non-current:
Deposits disputes (note 12) 18.9 17.9
Restricted cash debt service 40.1 39.4
Other 0.2 0.3
Total restricted cash, non-current 59.2 57.6
Non-current restricted cash of $40.1 million is held in debt service reserve and retention accounts related to the export credit financing (“ECF”)
of Ramform Titan, Ramform Atlas, Ramform Tethys and Ramform Hyperion. Current other restricted cash mainly relates to deposits on various
guarantees.
Note 15 – Accrued Revenues and Other Receivables
Accrued revenues and other receivables consist of the following:
December 31,
(In millions of US dollars) 2022 2021
Accrued revenues 143.1 52.8
Other receivables 1.8 3.1
Total 144.9 55.9
PGS Annual Report 202222
Note 16 – Other Current Assets
Other current assets consist of the following:
December 31,
(In millions of US dollars) 2022 2021
Consumables, supplies and fuel inventory 29.4 26.8
Deferred steaming and project costs 8.3 5.0
Prepaid operating expenses 9.1 10.8
Withholding taxes and taxes receivable 7.0 8.0
Prepaid reinsurance 3.8 4.0
Other 4.1 1.8
Total 61.7 56.4
Note 17 – Property and Equipment
The changes in property and equipment are as follows:
(In millions of US dollars)
Seismic vessels
and equipment
Buildings, fixtures
and furniture Total
Cost as of January 1, 2021 2,550.5 149.0 2,699.5
Additions 34.0 1.8 35.8
Additions, lease - (3.2) (3.2)
Asset retirements, lease (0.4) - (0.4)
Reclassification/Other (0.4) - (0.4)
Cost as of December 31, 2021 2,583.7 147.6 2,731.3
Additions 41.4 7.2 48.6
Additions, lease - 11.8 11.8
Asset retirements, lease - - -
Reclassification/Other - 1.3 1.3
Cost as of December 31, 2022 2,625.1 167.9 2,793.0
(In millions of US dollars)
Accumulated depreciation as of January 1, 2021 1,498.8 83.4 1,582.2
Impairments as of January 1, 2021 219.4 - 219.4
Depreciation 109.4 18.0 127.4
Impairments 15.0 - 15.0
Asset retirements- accumulated depreciation - (0.1) (0.1)
Depreciation as of December 31, 2021 1,608.2 101.3 1,709.5
Impairments as of December 31, 2021 234.4 - 234.4
Depreciation 105.9 0.8 106.7
Impairments - - -
Asset retirements- accumulated depreciation 2.1 (0.1) 2.0
Depreciation as of December 31, 2022 1,716.2 102.0 1,818.2
Impairments as of December 31, 2022 234.4 - 234.4
Balance as of December 31, 2021 741.1 46.3 787.4
Balance as of December 31, 2022 674.5 65.9 740.4
PGS Annual Report 202223
Right of Use assets included within property and equipment
For the year ended December 31, 2022 and 2021, Seismic vessels and equipment and Buildings, fixtures and furniture included the following right of use assets:
(In millions of US dollars)
Seismic vessels
and equipment
Buildings, fixtures
and furniture Total
Cost as of January 1, 2021 143.4 66.3 209.7
Additions - 0.2 0.2
Remeasurement/Other - (3.2) (3.2)
Asset retirements - - -
Cost as of December 31, 2021 143.4 63.3 206.7
Additions - 11.6 11.6
Remeasurement/Other - (0.3) (0.3)
Asset retirements - (10.3) (10.3)
Cost as of December 31, 2022 143.4 64.3 207.7
Accumulated depreciation as of January 1, 2021 41.5 26.5 68.0
Impairments as of January 1, 2021 61.3 - 61.3
Depreciation 9.2 13.5 22.7
Impairments - - -
Asset retirements - - -
Depreciation as of December 31, 2021 50.7 40.0 90.7
Impairments as of December 31, 2021 61.3 - 61.3
Depreciation 9.1 8.5 17.6
Impairments - - -
Asset retirements - (10.3) (10.3)
Depreciation as of December 31, 2022 59.8 48.5 108.3
Impairments as of December 31, 2022 61.3 (10.3) 51.0
Balance as of December 31, 2021 31.4 23.3 54.7
Balance as of December 31, 2022 22.3 26.1 48.4
For more information on leases refer to note 23.
Impairments
Impairment tests are performed when triggers are identified. Per December 31, 2022, the Company has performed impairment tests for all seismic
acquisition vessels and equipment, resulting in no impairment charges for 2022. Refer to note 3 for details and sensitivities from the performed tests.
In 2021, the Company recorded a total impairment charge of $15.0 million on seismic acquisition vessels. The seismic market is recovering, but the
recoverable values of seismic vessels and other Company assets are sensitive to the assumed margins and cycles of the seismic industry as well as
changes to operational plans. As a result, impairments may arise in future periods.
December 31,
(In millions of US dollars) 2022 2021
Titan vessels - 15.0
Total impairment - 15.0
PGS Annual Report 202224
Note 18 – MultiClient Library
The changes in the MultiClient library are as follows:
(In millions of US dollars) 2022 2021
Balance as of January 1, 415.6 616.1
Capitalized cash costs 106.4 127.2
Capitalized interest 5.5 7. 3
Capitalized depreciation 25.9 43.9
Amortization expense (135.7) (151.2)
Accelerated amortization (105.9) (214.2)
Impairments (see note 7) (11.5) (13.6)
Other - 0.1
Balance as of December 31, 300.3 415.6
The net carrying value of the MultiClient library, by the year of survey completion is as follows:
December 31,
(In millions of US dollars) 2022 2021
Completed surveys:
Completed during 2018 - 13.9
Completed during 2019 20.8 53.6
Completed during 2020 30.8 49.3
Completed during 2021 73.9 117.7
Completed during 2022 81.6 -
Completed surveys 207.1 234.6
Surveys in progress 93.2 181.0
MultiClient library 300.3 415.6
Note 19 – Other Non-Current Assets
Other non-current assets consist of the following:
December 31,
(In millions of US dollars) 2022 2021
Investments in associated companies 6.5 12.3
Pension Fund surplus (note 26) * 21.8 -
Other 0.3 2.4
Total 28.6 14.7
* Change is related to the Pension Fund moving from a deficit at the start of the year, to a surplus at the end of the year. Refer to note 26 for further
information.
Specification of investments in and loans to equity accounted investments as follows:
December 31, 2022
PGS
Associated companys total
(In millions of US dollars) Jurisdiction Ownership Net book value Share of profit and loss Impairment
Profit (loss)
for the year* Equity*
Azimuth II Ltd Bermuda - - - (4.5) - -
Ocean Floor Geophysics Inc Canada 46% 2.3 (1.0) (2.5) (0.7) 2.8
Ocean Geo-Frontier Co. Ltd Japan 34% 2.7 0.9 - 2.0 6.5
Versal AS Norway 33% 1.4 (0.0) - - 1.4
Other - 0.1 - - - -
Total 6.5 (0.1) (7.0)
December 31, 2021
PGS
Associated companys total
(In millions of US dollars) Jurisdiction Ownership Net book value Share of profit and loss Impairment
Profit (loss)
for the year* Equity*
Azimuth II Ltd Bermuda 35% 6.2 0.7 1.2 (7.9) 53.3
Ocean Floor Geophysics Inc Canada 46% 3.3 (0.5) - (1.4) 3.7
Ocean Geo-Frontier Co. Ltd Japan 34% 2.3 1.3 - 2.0 6.4
Other - 0.5 (0.3) - - -
Total 12.3 1.2 1.2
PGS Annual Report 202225
* Reflects preliminary numbers.
In 2022, the Azimuth Group (Azimuth Limited, Azimuth II Limited and Azimuth III Limited) closed down all operations and deleted the legal entities
and distributed its assets to shareholders.
Ocean Floor Geophysics Inc. is a company incorporated in Canada that provides geophysics data acquisition, analysis and exploration services. It also
designs, develops and sells marine geophysical sensors. The Company holds a 46% share pre-dilution and 43% share on a fully diluted basis.
Ocean Geo-Frontier Co. Ltd is a joint venture established in 2019 to administer services provided by the Company, and its partners, to Japan Oil, Gas and
Metals National Corporation (“JOGMEC”).
Versal AS is a Norwegian company owning “Versal”, an independent, secure, Cloud-based, MultiClient seismic data ecosystem offering a single search
point to access all MultiClient data from the participating vendor’s PGS, CGG and TGS.
The changes for the year in Investments in Associated Companies are as follows:
December 31,
(In millions of US dollars) 2022 2021
Balance at January 1 12.3 9.6
Investments 1.4 1.8
Impairment, reversal of impairment and share of results from associated companies ( 7.0) 1.2
Dividend received (0.0) (0.4)
Other comprehensive income (loss) from associated companies (0.1) -
Balance at December 31 6.5 12.3
Note 20 – Other Intangible Assets
The changes in other intangible assets are summarized as follows:
(In millions of US dollars)
Patents, licenses,
technology and other
Intangible assets in
development Total
Cost as of January 1, 2021 332.5 44.9 377.5
Additions to costs - 10.2 10.2
Asset retirements - (3.8) (3.8)
Reclassification - 2.1 2.1
Cost as of December 31, 2021 332.5 53.4 386.0
Additions to costs 1.7 8.1 9.8
Asset retirements (1.6) - (1.6)
Reclassification - 1.9 1.9
Cost as of December 31, 2022 332.6 63.4 396.1
Amortization as of January 1, 2021 284.4 - 284.4
Amortization expense 15.1 - 15.1
Impairments - - -
Reclassification 2.0 - 2.0
Amortization as of December 31, 2021 301.5 - 301.5
Amortization expense 8.7 6.8 15.5
Impairments 0.1 5.6 5.7
Reclassification - - -
Amortization as of December 31, 2022 310.3 12.4 322.7
Balance as of December 31, 2021 31.0 53.4 84.5
Balance as of December 31, 2022 22.3 51.0 73.4
Estimated useful life 1 to 15 years
Impairments
PGS recorded aggregate impairment charges of $5.7 million and $0.2 million in 2022 and 2021, respectively. Impairment charges is related to assessment of the
Company’s research and development portfolio.
(Table continued on next page)
PGS Annual Report 202226
Note 21 – Debt and Guarantees
Interest bearing debt consists of the following:
December 31,
(In millions of US dollars) 2022 2021
Secured:
Term loan B, Libor + 6-700 basis points (linked to total gross leverage ratio ("TGLR")), due 2024 737.9 873.0
Super Senior Loan, Libor + 675 basis points, due 2024 50.0 -
Export credit financing, due 2025 100.3 109.4
Export credit financing, due 2027 163.1 189.1
Unsecured
Convertible bond 5%, due 2024 - 8.6
Total loans and bonds, gross 1,051.3 1 180.1
Less current portion (36 7.1) (162.6)
Less deferred loan costs, net of debt premiums (20.0) (29.6)
Less modification of debt treated as extinguishment (4.5) (9.3)
Less effect from separate derivative financial instrument convertible bond - (5.1)
Non-current interest bearing debt 659.7 973.5
Modification of debt treated as extinguishment changed by $4.7 million in 2022 and is linked to the Q1 2021 rescheduling of the $135 million RCF. It was
at the time of rescheduling accounted for at fair value with a gain of $13.5 million. This gain is reversed over the life of the debt and expensed as part
of gross interest on debt. The other parts of the rescheduled debt were accounted for as modification of existing agreements, with a loss of $7.7 million
recorded in Q1 2021.
The effect from a separate derivative financial instrument, the convertible bond, changed by $5.1 million in 2022 and is linked to the convertible bond
debt component measured at fair value as of December 31, 2021. The convertible bond was settled in Q3 2022.
Undrawn facilities consists of:
December 31,
(In millions of US dollars) 2022 2021
Unsecured
Performance bond 22.0 17. 3
Total 22.0 1 7.3
Summary of net interest-bearing debt:
December 31,
(In millions of US dollars) 2022 2021
Loans and bonds gross (1,051.3) (1 180.1)
Cash and cash equivalents 363.8 170.0
Restricted cash (current and non-current) 70.8 73.7
Net interest bearing debt, excluding lease liabilities (616.7) (936.4)
Lease liabilities current (32.9) (35.9)
Lease liabilities non-current (54.3) (79.0)
Net interest bearing debt, including lease liabilities (703.9) (1 051.3)
PGS Annual Report 202227
Reconciliation of debt arising from financing activities:
Cash flows Non-cash changes
(In millions of US dollars)
January 1,
2022
Repayment
of interest
bearing
debt
Payment
of lease
liabilities
Net change
of drawing
on the
Revolving
Credit
Facility
Proceeds,
net of
deferred
loan costs,
from
issuance
of non-
current
debt
Foreign
exchange
movement
New leases
Other
December
31, 2022
Secured debt 1,132.7 (170.1) - - 47.1 - - 1 7.1 1,026.8
Bond debt 3.5 - - - - - - (3.5) -
Lease liabilities 114.8 - (36.1) - - (2.4) - 10.9 87.2
Total liabilities from financing activities 1,251.0 (170.1) (36.1) - 47.1 (2.4) - 24.5 1,114.0
Cash flows Non-cash changes
(In millions of US dollars)
January 1,
2021
Repayment
of interest
bearing
debt
Payment
of lease
liabilities
Net change
of drawing
on the
Revolving
Credit
Facility
Proceeds,
net of
deferred
loan costs,
from
issuance
of non-
current
debt
Foreign
exchange
movement
New leases
Other
December
31, 2021
Secured debt 1 150.4 - - - (25.1) - - 7.4 1 132.7
Bond debt - - - - 5.7 (0.4) - (1.8) 3.5
Lease liabilities 158.6 - (40.3) - - (1.3) - (2.2) 114.8
Total liabilities from financing activities 1 309.0 - (40.3) - (19.4) (1.7) - 3.4 1 251.0
Credit Facility
At December 31, 2022, the Senior Secured Credit Facility (the “Credit Facility”) as amended and originated in 2007 comprises of a $737.9 million ($873.0
million on December 31, 2021) Term Loan B (the “Term Loan” or “TLB”). On February 9, 2021, Petroleum Geo-Services AS replaced PGS ASA as the Norwegian
borrower, PGS Finance Inc. continues as US Borrower and PGS Holding II Ltd enters as UK Co-Borrower. Borrowings under the Credit Facility are secured
by pledges of substantially all assets of the Company except assets pledged to the Export Credit Loans (see below) for which it has an indirect 2nd lien
capturing values exceeding the export credit loans. The TLB facility is guaranteed by all material subsidiaries except PGS Titans AS, holding the four titan-
class vessels financed by four export credit loans (see below).
Due to the dramatic negative market change caused by the COVID-19 pandemic, PGS initiated in 2020 a process to renegotiate its main credit agreements
extending its near-term debt maturities and amortization profiles to support its liquidity position (the “Transaction”).
As less than 100% of the RCF and TLB lenders consented to the amendments, the Company initiated a process to implement the transaction pursuant to
an UK Scheme of Arrangement (the “Scheme”) under English law upon approval of the English Court, after obtaining the required majority creditor consent
(being minimum 75% by value and a majority in number of the total RCF and TLB voting in the Scheme). The Scheme enabled the Transaction in respect of
the RCF and TLB to be implemented and bind all RCF and TLB lenders (including those who voted against or did not vote).
On February 2, 2021, the Scheme was sanctioned by an English court allowing the implementation of the financing Transaction announced on October
21, 2020 with main terms as listed below. The Scheme had support of lenders to the RCF/TLB facilities representing 95.3% by value of debt and 99.5%
by number of creditors voting. The Transaction closed and took effect February 9, 2021. With the Transaction, PGS extended its near-term maturity and
amortization profile under its RCF/TLB and ECF facilities by approximately two years.
The existing loan agreements have a liquidity sweep requirement where liquidity reserve in excess of $200 million at quarter-end shall be used to repay (i)
deferred amortizations of the Export Credit Financing (“ECF”) loans and (ii) the $135 million TLB amortization due in September 2022. The $135 million TLB
amortization was repaid in September 2022. As of December 31, 2022, the remaining deferred ECF amount was $83 million, which will be repaid in Q1 2023.
Following the repayment of the deferred ECF amount, and first applicable at March 31, 2023, a mandatory liquidity sweep for liquidity reserve in excess of
$175 million will be applied against the nearest scheduled amortization on the Term loan B.
There are two financial maintenance covenants: Maximum Total Net Leverage Ratio and Minimum Liquidity. Total Net Leverage Ratio shall not exceed
3.25x through December 31, 2022, and 2.75x thereafter. The Total Net Leverage Ratio is calculated as the consolidated indebtedness, net of restricted cash
held for debt service in respect of the Export Credit financing and unrestricted cash and cash equivalents, divided by adjusted EBITDA less non pre-funded
MultiClient library investments. The minimum liquidity covenant says unrestricted cash and cash equivalents shall not be below $75 million, with an extra
reporting obligation if cash and cash equivalents fall below $115 million. There are customary cure periods and provisions.
The margin on the TLB is based on a pricing grid as follows: if Total Gross Leverage Ratio is above 1.75:1.0 the margin is 7.0%; above 1.25:1.0 and less than or
equal to 1.75:1.0, the margin is 6.50%; and less than or equal to 1.25:1.0, the margin is 6.00%. The Total Gross Leverage Ratio is defined as the consolidated
indebtedness, net of restricted cash held for debt service in respect of the Export Credit financing, to consolidated adjusted EBITDA less non -pre-funded
MultiClient library investments.
If the corporate family rating from Moody’s or Standard & Poor’s is below B3/B- stable outlook, the credit margin on the TLB will be 7.5%. The Company
may only access the minimum margin of 6% if the ratings from Moody’s and Standard & Poor’s are at least B2 stable and B stable, respectively. Moody’s
PGS Annual Report 202228
and Standard & Poor’s rating as of March 1, 2023, are Caa1 and CCC+, respectively. The Credit Facility contains financial covenants and negative covenants
that restrict the Company in various ways. The facility provides that:
i) The Company may not incur senior secured debt other than as replacement of existing secured debt, with certain baskets and exceptions among
such being assumed debt acquired through entities merged or acquired as long as the Total Net Leverage Ratio on a proforma basis does not exceed 2.0:1.0
and such transaction is accretive (i.e., does not increase the leverage ratio proforma); and leases defined as operational leases under the definition existing
prior to IFRS 16. Subject to certain baskets and exceptions, the Company may not incur further junior secured or senior unsecured debt if the total net
leverage ratio exceeds 2.00:1.
ii) Dividend payments or similar are permitted out of cumulative distributable earnings (as defined by the agreement) as long as total net leverage
ratio is not greater than 2.0:1.0. On or after March 31, 2023, if net leverage ratio is below 1.0:1.0 there is no restriction on dividend payments or similar.
Cumulative distributable earnings, as defined, primarily comprises 50% of Net Income (deducting 100% of Net losses) and accumulates over time starting
October 1, 2019.
In addition, the Credit Facility restricts or could restrict our ability, among other things, to sell assets without the sales proceeds being reinvested in the
business or used to repay debt; issue preferred shares; prepay interest and principal on other indebtedness; create liens on assets; make investments, loans,
guarantees or advances; make acquisitions; engage in mergers or consolidations; enter into sale and leaseback transactions; engage in transactions with
affiliates; amend material agreements governing our indebtedness; change our business; enter into agreements that restrict dividends from subsidiaries;
and enter into speculative financial derivative agreements.
Export credit financing
The Export credit financing arrangement comprises four loans each with Japan Bank for International Cooperation (“JBIC”) and Sumitomo Mitsui
Banking Corporation (“SMBC”), with an aggregate value at inception of $544.2 million. The loans were incurred by the subsidiary, PGS Titans AS, for
the financing of the four Ramform Titan class vessels. PGS ASA guarantees the obligations under two internal 12-year bareboat charter agreements
between PGS Falcon AS and PGS Titans AS for the two vessels, the Ramform Titan and the Ramform Atlas, and guarantees the loans financing for the
Ramform Tethys and the Ramform Hyperion. The loans are senior facilities secured by first priority mortgages over the vessels and fittings on board
(but excluding “in sea” equipment such as streamers), pledge of the borrower’s right under a debt service reserve account and assignment of insurance
rights in the vessels. The loans are repaid over 12 years from inception in equal semiannual installments and each loan comprised two tranches held by
JBIC and SMBC, respectively. The JBIC tranche bears a fixed interest and is repaid from the 7th to 12th year after draw down, while the SMBC tranche
bears a floating interest based on 6 months Libor plus a margin and is repaid from 1st to 6th year after draw down. SMBC has received credit insurance
from Nippon Export and Investment Insurance (“NEXI”) and the insurance premium is paid by PGS Titans AS.
With the completion of the Transaction effective February 9, 2021, described above, the repayment profile of the loans was altered. All scheduled
installments for the period September 2020 to September 2022 amounting to ~$ 106 million were deferred. The original semi-annual repayment profile
resumed from December 2022. The deferred instalments were to be repaid over four quarters starting December 2022 through September 2023. The
export credit loans have an excess liquidity sweep for any liquidity reserve in excess of $200 million at each quarter end, with such amounts to be
shared between (i) the deferred amounts under the ECF and (ii) the $135 million TLB amortization that was due in September 2022. The Company paid
an excess liquidity sweep in July 2022, with $8.8 million allocated to the deferred amounts under the ECF of which $1.3 million related to the deferred
amount due in December 2022. The net deferred amount paid in December 2022 was $14.6 million. The remaining deferred amounts totaling $83 million
are to be paid in February 2023 as a result of an excess liquidity sweep, which will conclude the deferral period and end the liquidity sweep for the ECF.
With the transaction, the export credit lenders have also received enhanced security by certain shared security with the TLB. PGS ASA became a direct
guarantor of the loans financing the Ramform Titan and the Ramform Atlas, and each of PGS Holding I Ltd, PGS Holding II Ltd and Petroleum Geo-
Services AS will guarantee for the loans financing for the Ramform Titan, Ramform Atlas, Ramform Tethys and Ramform Hyperion.
Under the deferral period the export credit financing loans had the same financial maintenance and reporting covenants as the Credit Facility.
Convertible Bond
As part of the Transaction closed February 9, 2021, PGS issued convertible bond of NOK 116.2 million with 3 years tenor and 5% coupon paid semi-annually.
The unsecured convertible bond (“CB”) had PGS ASA as borrower and could from issuance and during the life of the bond be converted into new PGS
shares at NOK 3 per share (corresponding to 38,720,699 shares, equaling 10% of the then currently outstanding PGS shares). As part of the Transaction
certain lenders to the RCF and TLB facilities subscribed for the CB against conversion of a corresponding amount of their existing secured loans (~NOK 67.1
million/~$7.8 million) and for cash (~NOK 49.1 million/~$5.7 million). PGS was able to require that bondholders converted the CB into shares when the PGS
share price exceeded NOK 6 for 30 consecutive trading days.
During 2021 bondholders representing NOK 40.4 million of the bond were converted into 13.5 million shares. . In August 2022 the remainder of the bond
representing NOK 75.7 million was converted into 25.2 million shares.
The right to convert the bond into shares is treated as a separate derivative financial instrument and accounted for as a liability measured at fair value. The
equity conversion option was at inception on February 9, 2021, valued at $9.9 million and the debt component valued at $3.5 million. As of December 31,
2021, the remaining nominal amount of the CB was $8.6 million, and the derivative financial instrument (relating to the conversion option) was valued at
$5.1 million. For further information on accounting for a conversion right in a different currency (NOK), see Note 2.
Super Senior Loan
May 24, 2022, the Company secured a commitment for a new $50 million senior secured debt. The loan was drawn in full October 6, 2022. The new senior
secured debt has a maturity together with the Company’s Term Loan B, in March 2024 with an option to extend it with 1 year at the Company’s choice.
PGS Annual Report 202229
The loan rank senior to the TLB and bear interest at SOFR (Secured Overnight Financing Rate) plus a margin of 675 basis point. The loan documentation
contains financial covenants and negative covenants that replicates those of the TLB (described above under heading Credit Facility).
Letters of credit and guarantees
The Company has $30.0 million uncommitted bid and performance bond facilities ($30 million in 2021) intended for operational use. Drawings under
these facilities totaled $8.0 million and $12.7 million as of December 31, 2022 and 2021, respectively. During 2021 and 2022, the Company was required to
deposit cash collateral to cover new or amended bonds drawn under this facility. As of December 31, 2022 the Company had deposited $8.3 million ($12.4
million in 2021) which is included in Restricted Cash (see note 14). Drawings under this facility represent the outstanding letters of credit and similar
guarantees not reflected in the accompanying consolidated statements of financial position.
PGS ASA has guaranteed the payment obligation under the lease of PGS Apollo (see Note 23).
Note 22 — Financial Instruments
Valuation of financial instruments carried at fair value
The Company classifies financial instruments carried at fair value in the consolidated statement of financial position using the Fair Value Hierarchy.
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable
either directly or indirectly.
Level 3: techniques for which all inputs which have a significant effect on the recorded fair value that is not based on observable market data.
Nominal value and fair values of financial assets and liabilities
December 31, 2022 December 31, 2021
(In millions of US dollars)
Hierarchy
Level
Nominal
value
Fair
values
Nominal
value
Fair
values
FINANCIAL ASSETS
At fair value through profit and loss
Foreign exchange contracts 2 - - - -
Derivatives designated as hedging instruments
Foreign exchange contracts 2 - - - -
Interest rate swaps 2 0.4 0.4 - -
Total 0.4 0.4 - -
FINANCIAL LIABILITIES
Financial liabilities at amortized cost
Debt with fixed interest rate 2 (239.5) (239.5) (256.6) ( 2 57.4)
Debt with variable interest rate 2 (811.8) (776.0) (914.9) (82 7.0)
Convertible Bond 2 - - (8.6) ( 7.7)
Lease liabilities 2 (87.2) (87.2) (114.9) (114.9)
At fair value through profit and loss
Interest rate swaps 2 - - (0.5) (0.5)
Option conversion 2 - - (4.1) (4.1)
Derivatives designated as hedging instruments
Interest rate swaps 2 - - (2.2) (2.2)
Total (1,138.5) (1,102.7) (1 301.8) (1 213.8)
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accrued revenues and other receivables, other current assets, accounts
payable and accrued expenses classified at amortized cost approximate their respective fair values because of the short maturities of those instruments.
The fair values of the non-current debt instruments, forward exchange contracts and interest rate swaps are estimated using quotes obtained from dealers
in such financial instruments or latest quoted prices or indexes at Reuters or Bloomberg. Where market prices are not observed or quotes from dealers are not
obtained, an indirect method is used by use of implied credit spread from debt instrument with similar risk characteristics.
Financial risk management policies
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to repay or be able
to refinance debt when it falls due and provide returns for shareholders such as dividends, after reaching a target net debt level (excluding lease
obligations) of $500–600 million, and work towards an optimal capital structure to reduce the cost of capital.
The management of the capital structure involves active monitoring and adjustments to changes in economic conditions and the risk characteristics
of the underlying assets. In order to maintain or adjust the capital structure the Company may refinance its debt, buy or issue new shares or debt
instruments, sell assets or return capital to shareholders.
PGS Annual Report 202230
The Company monitors debt on the basis of the leverage ratio and other covenants in credit agreements. The Total Net Leverage Ratio, calculated on a
Produced Revenue basis as of December 31, 2022 was 1.56x (December 31, 2021 – 3.27x) compared to the maximum covenant level of 3.25x (December
31, 2021 – 4.25x). Minimum liquidity covenant is set at $75 million, which includes unrestricted cash and cash equivalent. As of December 31, 2022 and
2021 cash and cash equivalent was $363.8 million and 170,0 million, respectively.
In addition, the Company monitors leverage based on net debt. Net debt is calculated as total debt (including short-term and non-current debt as
reported in the consolidated statement of financial position) less cash and cash equivalents, including restricted cash. During 2018, taking into account
experience from the down cycle and with a view that the Company’s markets will continue to be cyclical in the future, the Company has adopted a
strategic target to over time reduce net interest-bearing debt to a level, excluding lease obligations, not exceeding $500-600 million, assuming the
current size and composition of business activities. As a result, the Company will give higher priority to profitability, cash flow generation and debt
reduction than business growth until it reaches a lower debt level.
The Company is exposed to market risks such as interest rate risk, foreign exchange rate risk, credit risk and liquidity risk. The Company’s risk
management policies are approved by the Board of Directors. The treasury function reports regularly to the Company management and any breach of
limits set in the policy are required to be reported to the Board of Directors.
Interest rate risk management
The Company is subject to interest rate risk on debt, including lease liabilities. The risk is managed by using a combination of fixed -and variable rate
debt, together with interest rate swaps, where appropriate, to fix or lower the borrowing costs.
December 31, 2022 December 31, 2021
Notional
amounts
Weighted average
interest rate
Notional
amounts
Weighted average
interest rate
Debt at fixed interest rate 239.5 3.04% 265.2 3.09%
Debt at variable interest rate based on US dollar plus a margin 761.8 10.94% 689.9 7.43%
Variable interest rate debt with interest fixed 50.0 1.36% 225.0 1.93%
After giving effect to the Company’s interest rate swaps, for every one-percentage point hypothetical increase in LIBOR, the annual net interest
expense on variable rate debt, inclusive non-restricted cash holdings, would have increased by $3.6 million and $4.8 million approximately measured
from December 31, 2022 and 2021, respectively.
Foreign currency risk management
The Company is exposed to currency fluctuation due to the effects of a predominantly USD based revenue stream, while the Company’s operating
expenses and capital expenditures are mainly denominated in USD, GBP, NOK and EUR. The Company maintains a foreign currency risk management
strategy that normally uses foreign currency exchange contracts to reduce volatility in the income statement and protect against fluctuations in cash
flow caused by volatility in currency exchange rates. The Company does not currently have any bank lines available to hedge currency exposures, but has
used cash where possible to offset material exposures. The Company did not have any open forward contracts as of December 31, 2022 or December 31,
2021. The table shows exposures and foreign exchange contracts in currencies that the Company hedges on a regular basis.
December 31, 2022 December 31, 2021
(in millions, local currency) NOK GBP BRL NOK GBP BRL
Restricted cash 33.4 - 99.7 32.6 - 99.7
Cash held as hedges 242.2 1.9 - 104.3 21.9 -
Current assets 49.4 0.9 5 7.3 19.6 0.8 23.0
Current liabilities (177.3) (2.1) (152.4) (139.0) (0.4) (0.8)
Pension liabilities (22.5) 18.1 - (26.6) (18.7) -
Finance leases (135.0) (5.3) (2.0) (260.4) (0.4) (1.9)
Other non-current liabilities - (1.2) - (6 7.6) (1.0) -
Net statements of financial position exposure (9.8) 12.3 2.6 (337.1) (2.2) 120.0
The following analysis illustrates the sensitivity of changes in relevant foreign exchange rates, after the impact of hedging. All other variables remain
constant. The sensitivity analysis is based on the Company’s financial assets and liabilities held as of the year ended December 31, 2022 and 2021. The
foreign exchange rate analysis assumes a 10% depreciation in USD.
December 31, 2022 December 31, 2021
(in millions, local currency) NOK GBP BRL NOK GBP BRL
Impact on profit before tax: Gain / (loss) 0.1 (1.5) (0.1) (4.2) (0.3) 2.4
PGS Annual Report 202231
Average rate Year end spot rate
2022 2021 2022 2021
USD / NOK 9.547 8.587 9.910 8.832
GBP / USD 1.244 1.377 1.204 1.350
USD / BRL 5.157 5.353 5.277 5.569
Credit risk management
Credit risk is the risk that counterparties to financial instruments do not perform according to the terms of the contract. The approximate maximum
credit exposure related to financial assets is as follows:
December 31,
(In millions of US dollars) 2022 2021
Cash and cash equivalents 363.8 170.0
Restricted cash (note 13) 70.8 73.7
Accounts receivable 169.4 134.6
Accrued revenues and other receivables (note 15) 144.9 55.9
Total 748.9 434.2
Cash and cash equivalents
The Company continually monitors the counterparty credit risk of banking partners, including derivatives counterparties and the institutions in which
cash is held on deposit.
Accounts receivables
Trade receivables are primarily with multinational integrated oil companies and independent oil and natural gas companies, including companies
owned in whole or in part by governments. As of December 31, 2022, approximately 62% of the balance relates to 5 customers, compared to 46% as of
December 31, 2021.
The aging of trade receivables is as follows:
December 31,
(In millions of US dollars) 2022 2022
Current 144.5 89.9
Up to one month past due 12.5 21.9
Between one and two months past due 6.7 19.8
More than three months past due 14.1 8.2
Allowance for doubtful accounts (8.4) (5.2)
Total 169.4 134.6
The Company provides for expected credit losses through a loss allowance, which is based on the lifetime expected credit losses at the reporting date. The
Company assesses expected credit losses using factors including aging of accounts, historical experience, customer concentration, customer creditworthiness
and current industry and economic trends. The provision for expected credit losses is related to receivables more than three months past due.
For accrued revenues, the Company has assessed the collectability prior to recognizing the revenue and assessed credit risk on the same basis as trade
receivables. There is no allowance related to accrued revenues as of December 31, 2022 and 2021.
The Company is also exposed to credit risk from off-balance sheet items such as agreements to provide future services to customers and counterparties on
derivatives and where cash is held on deposit. The Company manages its exposure to such risks through continuous monitoring of counterparties.
Exposure to liquidity risk
The Company tries to minimize liquidity risk through ensuring access to a diversified set of funding sources, and management of maturity profile on
debt and derivatives. The Company is exposed to liquidity risk related to the following:
December 31, 2022
Contractual cash flows*
(In millions of US dollars)
Nominal
value
Notional
value Total 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years Thereafter
Non-derivative financial liabilities
Trade payables (45.6) - (45.6) (45.6) - - - - -
Debt with fixed interest rates (239.5) - (254.4) (112.9) (51.2) (44.5) (27.7 ) (18.1) -
Debt with variable interest rates (811.8) - (916.4) (350.7) (565.7) - - - -
Total (1,096.9) - (1,216.4) (509.2) (616.9) (44.5) (27.7) (18.1) -
Derivative financial assets/liabilities
Interest rate swaps hedge accounted 0.4 50.0 0.4 0.4 - - - - -
Forward exchange contracts used for hedging - - - - - - - - -
Other foreign exchange contracts - - - - - - - - -
Total 0.4 50.0 0.4 0.4 - - - - -
*Refer to note 21 for further information on debt classification.
PGS Annual Report 202232
December 31, 2021 Contractual cash flows
(In millions of US dollars)
Nominal
value
Notional
value Total 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years Thereafter
Non-derivative financial liabilities
Trade payables (45.3) - (45.3) (45.3) - - - - -
Debt with fixed interest rates (265.1) - (288.9) (20.0) (118.6) (60.0) (44.6) ( 2 7.7) (18.1)
Debt with variable interest rates (914.9) - (1,053.8) (218.8) (322.5) (512.4) - - -
Total (1,225.3) - (1,388.0) (284.1) (441.2) (572.4) (44.6) (27.7 ) (18.1)
Derivative financial assets/liabilities
Interest rate swaps hedge accounted (2.2) 225.0 (2.2) (2.1) (0.1) - - - -
Forward exchange contracts used for hedging - - - - - - - - -
Other foreign exchange contracts - - - - - - - - -
Total (2.2) 225.0 (2.2) (2.1) (0.1) - - - -
During 2022, PGS raised close to $250 million of new equity and increased cash flow generation in an improving market. The significant liquidity
improvement enabled a reduction of net interest-bearing debt by $319.7 million ($347.4 million including lease liabilities). Net interest-bearing debt
amounted to $616.7 million on December 31, 2022, compared to $936.4 million as of December 31, 2021, and the Company is close to reaching its
targeted maximum level for net interest-bearing debt (excluding lease liabilities) of $500 to 600 million.
As of December 31, 2022, PGS had cash and cash equivalents totaling $363.8 million, compared to $170.0 million as of December 31, 2021. With strong
liquidity position and improving cash flow generation, the Company expects to be able to manage all scheduled amortization of debt in 2023. However,
PGS will need to refinance before the final maturity of its Term Loan B in March 2024.
With improved financial performance and the strong reduction of net interest-bearing debt, PGS is well positioned to refinance ahead of the 2024
debt maturities. The debt market was challenging and volatile over the last year but has during the early parts of 2023 shown signs of improvement.
However, market volatility remains a risk with respect to the cost and interest rate ultimately achievable in a refinancing. The Company expects to
complete a refinancing during the first half of 2023.
The Company expects to be able to manage the above-mentioned risks. However, if unsuccessful, the Company may become unable to settle maturities
or amortization on the agreed payment dates or breach a financial covenant in the main credit agreements. This would represent a default under the
relevant agreements. In such a case, the Company may be able to continue without repayment or acceleration if it achieves a standstill agreement (or,
in the case of a financial covenant breach, a waiver) from the relevant lenders, agent or lender group. Should a payment default or financial covenant
breach continue without a standstill agreement or waiver, this would be an event of default under the relevant agreements. An event of default in one
facility may represent an event of default in other facilities and agreements. Upon an event of default, there is a risk that the Term Loan B lenders inter
alia having a pledge over the shares in PGS Holding II Ltd (a holding company that indirectly owns and controls all material subsidiaries of the group), by
50% majority can accelerate and enforce this and other pledges over all major assets. The ECF lenders may also enforce their pledges, including those
over the four Titan class vessels. Such enforcement would likely imply continued operations for the operating companies in the group, but there is a risk
PGS ASA, as a company left without its’ material subsidiaries, will then enter insolvency.
Interest rate hedge accounting
The Company Company entered into interest rate swaps totaling a notional amount of $225 million during 2019 and 2020. These were all designated
as hedging instruments in 2020 and all subsequent change in the value of these swaps were recorded in other comprehensive income as the effective
portion of the designated and qualified hedging instrument. Swaps with a notional amount of $175 million matured during 2022.
The interest rate swaps had a positive fair value of $0.4 million and a negative fair value of $2.2 million as of December 31, 2022 and 2021, respectively.
Foreign exchange rate hedge accounting
The majority of revenues are in USD. The company previously entered into derivatives accounted for under fair value hedge relationships to hedge the
currency risk. The Company has no foreign exchange rate hedging as of December 31, 2022 and 2021.
Sensitivity analysis derivatives
The Company has no foreign exchange rate hedging using currency derivatives as of December 31, 2022 and 2021.
PGS Annual Report 202233
Note 23 – Leases, Contingent Liabilities and Provisions
Company as lessee
The Company has lease contracts for various items of seismic vessels, equipment and buildings used in its operations. Leases of seismic vessels have
lease terms between 2 and 10 years, while buildings and equipment generally have lease terms between 1-15 years and 1-6 years. There are several lease
contracts that include extension and termination options which are further described below.
The Company also has certain leases with lease terms of 12 months or less and leases of equipment with low value. The Company applies the ‘short-
term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
(In millions of US dollars)
Seismic vessels
and equipment
Buildings, fixtures
and furniture Total
Balance as of January 1, 2021 40.6 39.8 80.4
Additions (note 17) - 0.2 0.2
Remeasurement/Other (note 17) - (3.2) (3.2)
Impairment expense (note 17) - - -
Depreciation expense (note 17) (9.2) (13.5) (22.7)
Balance as of December 31, 2021 31.4 23.3 54.7
Additions (note 17) - 11.6 11.6
Remeasurement/Other (note 17) - (0.3) (0.3)
Impairment expense (note 17) - - -
Depreciation expense (note 17) (9.1) (8.5) (1 7.6)
Balance as of December 31, 2022 22.3 26.1 48.4
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2022 2021
(In millions of US dollars)
Seismic vessels
and equipment
Buildings, fixtures and
furniture Total
Seismic vessels
and equipment
Buildings, fixtures and
furniture Total
Balance as of January 1 80.4 34.4 114.8 106.6 52.0 158.6
Additions - 11.3 11.3 - 0.2 0.2
Interest 4.4 2.0 6.4 6.1 2.7 8.8
Lease payments (30.7) (11.8) (42.5) (32.5) (16.7) (49.2)
Remeasurements (1.4) (1.4) (2.8) 0.2 (3.8) (3.6)
Balance as of December 31 52.7 34.5 87.2 80.4 34.4 114.8
The maturity of lease liabilities can be analysed as follows:
December 31, 2022
(In millions of US dollars)
Seismic vessels
and equipment
Buildings, fixtures
and furniture Total
Less than one year 24.3 8.3 32.6
One to five years 28.4 21.0 49.4
More than five years - 5.2 5.2
Total 52.7 34.5 87.2
December 31, 2021
(In millions of US dollars)
Seismic vessels
and equipment
Buildings, fixtures
and furniture Total
Less than one year 31.4 10.9 42.3
One to five years 58.1 23.1 81.2
More than five years - 5.3 5.3
Total 89.4 59.8 128.7
PGS Annual Report 202234
The following are the amounts recognised in profit and loss:
(In millions of US dollars) 2022 2021
Interest on lease liabilities adopted under IFRS 16 6.4 8.8
Expenses relating to short term and low value leases 17.4 11.7
Depreciation expense of right-of-use assets 17.6 22.7
Impairment expense of right-of-use assets - -
Total 41.4 43.2
The Company had total cash outflows for leases of $59.9 million in 2022, and $60.9 million in 2021. The Company also had non-cash additions to right-
of-use assets and lease liabilities of $11.6 million in 2022 and $0.2 million in 2021.
Seismic support vessels
The Company leases four seismic support vessels under time-charter agreements which expire in 2024-2025. The lessor holds options to purchase each
vessel from the 3rd party owner at certain times during each lease and at the end of the lease term. At the end of each lease, the 3rd party owner may
also require the lessor to purchase the vessel for a pre-determined amount. Should the lessor not purchase the vessel, the 3rd party owner may require
PGS to purchase the vessel for a price of $5.5 million per vessel which is estimated to be less than fair value.
Seismic vessels
The Company leases one 3D vessel, Sanco Swift, under a time charter agreement which expires in 2023. The Sanco Swift agreement has two 2-year
renewal options.
Sale and leaseback
In 2015, the Company entered into a sale and operating bareboat leaseback for the 3D vessel PGS Apollo. The remaining leaseback period is 3.5 years,
expiring in 2025, with an option to extend for a 5-year period. PGS has the option but no obligation, to acquire the vessel after the end of year 8 (2023).
Extension and termination options
Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of extension and termination
options, irrespective of likelihood they will be exercised, that are not included in the lease term:
December 31, 2022
(In millions of US dollars) Within five years More than five years Total
Extension options expected not to be exercised 170.7 79.8 250.5
Termination options expected to be exercised - - -
Total 170.7 79.8 250.5
December 31, 2021
(In millions of US dollars) Within five years More than five years Total
Extension options expected not to be exercised 196.6 84.5 281.1
Termination options expected to be exercised - - -
Total 196.6 84.5 281.1
Note 24 – Accrued Expenses and Other Current Liabilities
Accrued expenses consist of the following:
December 31,
(In millions of US dollars) 2022 2021
Accrued capex 3.0 -
Accrued commissions 0.2 0.6
Accrued employee benefits 32.5 25.5
Accrued interest expenses 1.6 1.3
Accrued legal expenses 7.9 10.6
Accrued revenue share 19.2 2.0
Accrued sales tax and VAT 14.2 1.0
Accrued vessel operating expenses 23.3 13.2
Provision for onerous customer contracts - 11.0
Other 2.3 15.3
Total 104.2 80.5
PGS Annual Report 202235
Note 25 – Other Non-Current Liabilities
Other non-current liabilities consist of the following:
December 31,
(In millions of US dollars) 2022 2021
Pension liability (note 26) 2.3 28.3
Other 2.0 2.4
Total 4.3 30.7
Note 26 – Pension Obligations
Defined benefits plans
Plan characteristics
The Company operates a defined benefit pension plan in the UK. The defined benefit plan was closed to new entrants in 2006 and to further vesting in
2015. The plan is administered through a pension trust which is legally separate from the Company. It is the Company’s general practice to fund defined
benefit plans in accordance with applicable statutory requirements.
In addition, as described in note 30, the CEO and one executive officer have an early retirement plan allowing for termination of employment without
cause when the CEO or the executive officer reaches the age of 62. Full early retirement benefits are defined as 60% of the last base salary beginning
in the year of retirement. The CEO is eligible for 85% of full benefits if he retires at the age of 62 and full benefits if he retires at the age of 65. The
executive officer is eligible for full benefits if he retires at the age of 62. The early retirement benefits cease when the CEO and executive officer reach
the age of 67.
Actuarial valuations and assumptions
The actuarial valuations are performed by independent actuaries in Norway and UK.
Risks
Actuarial valuations as applied in the consolidated financial statements are based upon financial and demographic assumptions which may be impacted
by future events. Such future events include, but are not limited to, longer than expected longevity of participants, lower than expected return on
investments and higher than expected inflation. Changes to assumptions may increase the liabilities or reduce the value of assets of the plan.
Financial impact
A summary of changes in the plans’ aggregate projected benefit obligations and fair values of assets are summarized as follows:
(In millions of US dollars) 2022 2021
Projected benefit obligations (PBO) as of January 1, (a) 222.6 232.9
Service cost 0.2 0.2
Interest cost 3.8 3.2
Social security tax 0.0 -
Actuarial loss (gain), arising from changes in financial assumptions (93.6) (9.0)
Actuarial loss (gain), arising from changes in demographic assumptions (0.3) (0.5)
Actuarial loss (gain) due to scheme experience 9.9 2.2
Benefits paid (3.7) (4.0)
Exchange rate effects (21.4) (2.4)
Projected benefit obligations (PBO) as of December 31, (a) 117.3 222.6
(a) $2.3 million and $3.0 million arise from unfunded plans as of December 31, 2022 and 2021, respectively.
Change in fair value of pension plan assets:
(In millions of US dollars) 2022 2021
Fair value of plan assets as of January 1, 194.2 186.6
Expected return on plan assets 3.4 2.6
Employer contributions 8.5 3.7
Actuarial gain (loss) arising from return on plan assets (46.2) 7.0
Benefits paid (3.2) (3.4)
Exchange rate effects (19.8) (2.2)
Fair value of plan assets as of December 31, 136.9 194.2
PGS Annual Report 202236
The aggregate funded status of the plans and amounts recognized in the Company’s consolidated statements of financial position are summarized as follows:
December 31,
(In millions of US dollars) 2022 2021
Projected benefit obligation (PBO) 117.3 222.6
Fair value of plan assets 136.9 194.2
Currency effects 0.1 (0.1)
Net pension liability (surplus) (19.5) 28.3
The net amount recognized as accrued pension liability is presented as other non-current liabilities (see Note 25).
The net amount recognized as accrued pension surplus is presented as other non-current assets (see Note 19).
The net periodic pension cost for the Company’s defined benefit pension plans are summarized as follows:
Year ended December 31,
(In millions of US dollars) 2022 2021
Service cost 0.2 0.2
Interest cost 3.8 3.2
Expected return on plan assets/net interest cost (3.4) (2.6)
Social security tax - -
Net periodic pension cost 0.6 0.8
The net periodic actuarial gains and losses arising from the Company’s defined benefit plans and recorded in other comprehensive income is as follows:
Year ended December 31,
(In millions of US dollars) 2022 2021
Actuarial gain (loss), arising from changes in financial assumptions 93.6 9.0
Actuarial gain (loss), arising from changes in demographic assumptions 0.3 0.5
Actuarial gain (loss) due to scheme experience (9.9) (2.2)
Actuarial gain (loss) arising from return on plan assets (46.3) 7.0
Net actuarial gain (loss) recognized in other comprehensive income 37.7 14.3
Significant acturial assumptions:
2022 2021
Norway UK Norway UK
Discount rate 3.00% 4.83% 1.90% 1.89%
Return on plan assets 4.83% - 1.89%
Compensation increase 3.50% 2.75% -
The discount rate assumptions used for calculating pensions reflect the rates at which the obligations could be effectively settled. Observable long-
term rates on corporate bonds are used for the Norwegian and UK plans.
Plan asset allocation
The Company’s pension plan asset allocations, by asset category, are presented by major plan group as follows:
December 31,
(In millions of US dollars) 2022 2021
Fair value plan assets 136.9 194.2
Plan assets at fair value with quoted prices in active markets for identical assets
Equity/diversified growth funds 12% 30%
Bonds 84% 57%
Real estate 2% 11%
Other 2% 2%
Total 100% 100%
Management of plan assets must comply with applicable laws and regulations in Norway and the UK where the Company provides defined benefits
plans. Within constraints imposed by laws and regulations, and given the assumed pension obligations and future contribution rates, assets are
managed to obtain a long-term rate of return that at least reflects the chosen investment risk.
PGS Annual Report 202237
Sensitivity
The following table show the sensitivity to the principal assumptions of the present value of the defined benefit obligation. The sensitivities shown
below are approximate and each sensitivity considers one change in isolation.
(In millions of US dollars) Change in assumptions Change in liabilities
Discount rate Decrease of 1.0% p.a. 19.6%
Inflation rate Increase of 1.0% p.a. 11.7%
The Company does not expect to make further contributions to its defined benefit pension plans in 2023 as the scheme is in a surplus position.
Defined contribution plans
Substantially all employees not eligible for coverage under the defined benefit plans in Norway and the UK are eligible to participate in pension plans
in accordance with local industrial, tax and social regulations. All these plans are considered defined contribution plans. For some of the plans, subject
to statutory limitations, employees may make voluntary contributions in addition to the Company’s contributions. Plan contributions made by the
company aggregated $6.7 million and $6.2 million for 2022 and 2021 respectively. Plan contributions made by employees aggregated $4.3 million and
$4.1 million for 2022 and 2021 respectively.
Note 27 — Shareholder Information
At the Annual General Meeting (“AGM”) held on April 27, 2022, the following authorizations were given for the Board of Directors:
i. authorization to acquire treasury shares
ii. authorization to increase the share capital
iii. authorization to issue convertible loans
The Annual General Meeting held on April 27, 2022 is available for download at the PGS website.
As of December 31, 2021, PGS ASA had a share capital of NOK 1,202,003,091 comprising of 400,667,697 shares of par value NOK 3 each, all fully paid.
In Q2 2022, PGS successfully completed a private placement raising gross proceeds of NOK 800 million through the allocation of 216,216,216 new shares
in the Company, each at a subscription right of NOK 3.70 per new share. Completion of the private placement and a subsequent offering was approved
by an extraordinary general meeting approximately three weeks later.
In Q3 2022, the Company exercised and settled its issuer conversion option under the convertible bond whereby all outstanding bonds with an
aggregate nominal amount of NOK 75,7 million were converted into 25,237,631 shares. As a part of the bond settlement NOK 68.9 million was credited
to additional paid-in capital.
In Q4 2022, PGS successfully completed another private placement raising gross proceeds of NOK 1,536 million through the allocation of 229,250,000
new shares in the Company, each at a subscription right of NOK 6.70 per new share. Completion of the private placement was approved at an
extraordinary general meeting approximately three weeks later.
The Company issued in total 483,622,019 new shares following the two private placements and a subsequent offering raising approximately NOK 2,477.2
million (corresponding to USD 241.4 million) as equity.
As of December 31, 2022 PGS ASA had a share capital of NOK 2,728,649,142 comprising of 909,549,714 shares of par value NOK 3 each, all fully paid.
All shares have equal voting rights and equal rights to dividends. Any distribution of the Company’s equity is dependent on the approval of the
shareholders, and the ability to make distributions is limited by certain debt covenants and Norwegian Corporate Law. The ordinary shares are listed on
the Oslo Stock Exchange.
The Board of Directors will not propose any dividend to the AGM in 2023 for the year ended December 31, 2022.
The Company’s holding of treasury shares reconciles as follows:
Treasury shares
% of total shares
outstanding
Balance as of January 1, 2021 6,404 0.00%
Share buy-back for settlement of PRSU's granted under 2018 LTI Plan 0 0.00%
Shares used in settlement of PRSU's granted under 2018 LTI Plan (1,149) 0.00%
Balance as of December 31, 2021 5,255 0.00%
Share buy-back for settlement of PRSU's granted under 2019 LTI Plan 500,000 0.05%
Shares used in settlement of PRSU's granted under 2019 LTI Plan (230,169) (0.03%)
Balance as of December 31, 2022 275,086 0.03%
PGS Annual Report 202238
The 20 largest shareholders (a) in PGS ASA were as follows:
December 31, 2022
Total shares Ownership percent
Coltrane Asset Management, L.P. 147,725,792 16.2
DNB Asset Management AS 55,229,324 6.1
Interactive Brokers, L.L.C. 40,694,043 4.5
M & G Investment Management Ltd. 36,642,894 4.0
UBS AG London 29,808,558 3.3
MH Capital AS 25,871,562 2.8
BofA Global Research (UK) 16,714,543 1.8
Dimensional Fund Advisors, L.P. 16,454,694 1.8
Vicama Capital AS 12,845,121 1.4
Nordnet Livsforsikring AS 11,011,230 1.2
FIRST Fondene NCP 10,850,000 1.2
VICAMA AS 10,000,000 1.1
Morgan Stanley & Co. International Plc 9,536,064 1.0
Dinosaur Merchant Bank, Ltd. 9,500,000 1.0
BA5 Invest AS 9,360,796 1.0
Langebru AS 8,500,000 0.9
Oppenheimer & Co. Inc. 6,000,000 0.7
J.P. Morgan Securities plc 5,569,439 0.6
Acadian Asset Management LLC 5,531,519 0.6
Crèdit Andorrà Asset Management 5,242,443 0.6
Other 436,461,692 48.2
Total 909,549,714 100.00
(a) The data in this table is provided by Nasdaq IR Insight and is obtained through an analysis of beneficial ownership and fund manager information
provided in replies to disclosure of ownership notices issued to all custodians in relation to the PGS share register provided by the Norwegian
Central Securities Depository (VPS). Every reasonable effort has been made to verify the data, however neither PGS nor Nasdaq IR Insight can
guarantee the accuracy of the analysis.
Shares owned or controlled by members of the Board of Directors, Chief Executive Officer and Other Executive Officers were as follows:
December 31, 2022
Total shares
Ownership
percent
Board of Directors
Walter Qvam, Chairperson 135,000 (a)
Anne Grethe Dalane 73,000 (a)
Marianne Kah 68,589 (a)
Richard Herbert 116,000 (a)
Trond Brandsrud 110,000 (a)
Shona Grant 75,000 (a)
Ebrahim Attarzadeh 140,000 (a)
Eivind Vesterås 158,500 (a)
Anette Valbø 13,354 (a)
Gunhild Myhr - -
Chief Executive Officer and Other Executive Officers
Rune Olav Pedersen, President and Chief Executive Officer 644,365 (a)
Gottfred Langseth, Executive Vice President and Chief Financial Officer 1,268,297 (a)
Rob Adams, Executive Vice President of Operations 16,126 (a)
Berit Osnes, Executive Vice President New Energy 54,377 (a)
Nathan Oliver, Executive Vice President of Sales & Services 15,000 (a)
(a) Less than 1% of the Company’s shares as of December 31, 2022
PGS Annual Report 202239
Note 28 – Related Party Transactions
The following transactions were carried out with related parties:
Year ended December 31,
(In millions of US dollars) 2022 2021
Sale of goods and services
Associates – MultiClient data - -
Associates – Other services 33.7 36.4
Transactions with related parties are mainly proceeds from sale of goods and services to Ocean Geo-Frontier Co. Ltd.
The Company has $0.2 million and $1.6 million in outstanding balances with related parties as of December 31, 2022 and 2021, respectively.
All transactions with related parties are priced on an arm’s length basis.
Chief Executive Officer (“CEO”), other Executive Officers and Directors of the Company are also on the Board of certain customers and suppliers. As of
December 31, 2022 and 2021, the Company did not have any significant outstanding balances with any of these companies.
Note 29 – Share Based Payment Programs
RSU’s and PRSU’s granted under the Company’s employee share- based programs are as follows:
Grant Year
Options, RSU's and
PRSU's granted
Additional options
granted year
Additional options
granted Description
2013 771 425 2014/2016 7 500/2 000 Restricted Stock Plan (RSU)
2014 739 500 2015/2017 2 000/17 500 Restricted Stock Plan (RSU)
2015 657 100 - - Restricted Stock Plan (RSU)
2015 776 100 - - Performance Based Restricted Stock Plan (PRSU)
2016 647 150 2018 26 200 Restricted Stock Plan (RSU)
2016 762 150 - - Performance Based Restricted Stock Plan (PRSU)
2017 456 320 - - Restricted Stock Plan (RSU)
2017 839 480 - - Performance Based Restricted Stock Plan (PRSU)
2018 1 746 450 - - Performance Based Restricted Stock Plan (PRSU)
2019 2 249 300 2020/2021 30 000/50 000 Performance Based Restricted Stock Plan (PRSU)
2020 2 399 050 - - Performance Based Restricted Stock Plan (PRSU)
2021 5 993 000 - - Performance Based Restricted Stock Plan (PRSU)
2022 6,712,000 - - Performance Based Restricted Stock Plan (PRSU)
The programs
In the period 2020-2022, the company only awarded PRSUs. Settlement of the PRSUs granted and subsequent transfer of shares to the eligible
employee will take place three years after the grant subject to the Company achieving a satisfactory Total Shareholder Return (“TSR”) compared to the
companies in LTI Comparator Group” adjusted for dividends.
For PRSUs granted under the 2020-2022 LTI Plan, 75% of the PRSUs will settle subject to the TSR goal as outlined above and 25% subject to a goal on
Return on Capital Employed (“ROCE”).
Effect on financial statements
For the years ended December 31, 2022 and 2021, the Company recognized compensation cost with a corresponding increase in shareholders’ equity
of $0.8 million and $2.3 million, respectively. Total net unrecognized compensation cost as of December 31, 2022 was $3.8 million (PRSU’s), which is
expected to be recognized over a period of 3 years.
In 2022, the Company had a total of 480,427 shares from the Performance based Restricted Stock Units (“PRSU’s”) under the 2019 Long Term Incentive
Plan (“LTI Plan”) settled into shares. The participants had the options of (1) receive all shares, (2) receive all cash or (3) 50/50 split of shares and cash.
This resulting in The Company initiated and completed a share buy-back program to cover settlement of PRSU’s granted under the Company’s 2019
LTI Plan for employees. 500,000 shares were bought back under the program, and 230,169 shares were used in settlement to employees. In addition,
250,258 shares were settled in cash to employees.
In 2021, the PRSU’s under the 2018 LTI Plan did not result in any payout.
PGS Annual Report 202240
The tables below detail the Company’s outstanding share awards (PRSU’s) for the years presented:
Year ended December 31, 2022
Grant date
PRSUs as of
December 31, 2021
PRSUs
granted
2022
PRSUs
forfeited
PRSUs
settled relating
to 2019
PRSU grant
PRSUs
lapsed relating
to 2019
PRSU grant
PRSUs as of
December 31, 2022
Weighted-
average remaining
contractual term
2019 2,105,900 - (30,800) (488,366) (1,506,626) 80,108 -
2020 2,223,550 - (61,500) (4,000) - 2,158,050 0.65 years
2021 5,718,000 - (135,000) (10,000) - 5,573,000 1.37 years
2022 - 6,712,000 (79,000) - - 6,633,000 2.37 years
Total 10,047,450 - (306,300) (502,366) (1,506,626) 14,444,158 1.72 years
Year ended December 31, 2021
Grant date
PRSUs as of
December 31,
2020
PRSUs
granted
2021
PRSUs
forfeited
PRSUs
settled relating
to 2018
PRSU grant
PRSUs
lapsed relating
to 2018
PRSU grant
PRSUs as of
December 31, 2021
Weighted-
average remaining
contractual term
2018 1 577 350 - - - (1 577 350) - -
2019 2 158 900 50 000 (103 000) - - 2 105 900 0.47 years
2020 2 384 550 - (161 000) - - 2 223 550 1.65 years
2021 - 5 993 000 (275 000) - - 5 718 000 2.37 years
Total 6 120 800 6 043 000 (539 000) - (1 577 350) 10 047 450 1.82 years
The table below details the Company’s assumptions used to calculate estimated fair value at grant date:
Grant date
Options, RSU and
PRSU outstanding
December 31,2021
Average
exercise price
Weighted
average share
price at grant
date
Risk
free rate
Dividend
yield
Volatility
factor
Weighted
average life
Estimated fair
value at grant date
(average NOK/USD
per share option/
RSU/PRSU)
2016 (a) - NOK 0 NOK 24.55 N/A - N/A N/A NOK 24.54/$2.99
2016 (b) - NOK 0 NOK 24.56 N/A - N/A N/A NOK 18.99/$2.32
2017 (a) - NOK 0 NOK 14.59 N/A - N/A N/A NOK 14.59/$1.71
2017 (b) - NOK 0 NOK 14.59 N/A - N/A N/A NOK 10.17/$1.19
2018 (b) - NOK 0 NOK 40.70 N/A - N/A N/A NOK 31.29/$3.88
2019 (b) 80,108 NOK 0 NOK 13.39 N/A - N/A N/A NOK 10.50 / $1.23
2020 (b) 2,158,050 NOK 0 NOK 3.40 N/A - N/A N/A NOK 2.15 / $0.24
2021 (b) 5,573,000 NOK 0 NOK 5.36 N/A - N/A N/A NOK 4.03 / $0.49
2022 (b) 6,633,000 NOK 0 NOK 5.20 N/A - N/A N/A NOK 4.31 / $0.44
Total 14,444,158
(a) Restricted Stock Units (“RSU”)
(b) Performance based Restricted Stock Units (“PRSU”)
The estimated fair value of the RSU and PRSU’s granted are lower than the weighted average share price at the same date as the fair value calculations include
adjustment for expected dividends up to vesting. In addition, the fair value of the PRSU’s is reduced due to the performance conditions in the program.
PGS Annual Report 202241
Note 30 – Salaries and Other Personnel Costs, Number of Employees,
and Remuneration to the Board of Directors, Executive Officers and Auditors
Salary and social expenses that are included in cost of sales, research and development costs and selling, general and administrative costs consist of:
Year ended December 31,
(In millions of US dollars) 2022 2021
Salaries and bonuses 120.0 118.5
Social security 11.9 10.5
Pension 8.9 6.1
Other benefits 12.2 13.0
Total 153.0 148.1
The Company had an average of 944 and 915 employees during the years ended December 31, 2022 and 2021, respectively.
Chief Executive Officer (“CEO”) and Senior Executives
In 2022, the Company paid compensation to its President and CEO and other executive officers as follows:
Total compensation paid in 2022 (a)
Name Fixed salary Bonus (b) PRSUs (c)
Other
benefits (d)
Total paid
salary and
compensation
(in dollars)
Pension
benefits (e)
Rune Olav Pedersen
President and Chief Executive Officer 575,803 306,452 31,550 17,083 984,860 164,899
Gottfred Langseth
Executive Vice President and Chief Financial Officer 423,734 111,449 14,085 22,374 609,347 92,315
Nathan Oliver
Executive Vice President of Sales & Services 365,690 130,450 14,085 41,699 586,201 35,082
Berit Osnes
Executive Vice President of New Energy (e) 365,690 102,751 14,085 12,052 528,855 43,862
Rob Adams
Executive Vice President of Operations 366,961 130,450 5,634 17,533 554,856 33,486
(a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2022 of NOK/USD 9.6245.
(b) Bonus paid out, based on the prior years bonus agreement.
(c) The PRSU remuneration is related to PRSUs settled from the 2019 PRSU grants.
(d) Includes items such as car allowance, house allowance, telephone, internet and other minor benefits.
(e) Contribution to defined contribution plans (Norway) and earned benefits for members of the defined benefit plan.
PRSU’s held by the CEO and executive officers as of December 31, 2022 were as follows:
Name
PRSUs as of
December 31,
2021
PRSUs
granted
2022
PRSUs
settled relating
to 2019 PRSU
grant
Market value
PRSUs settled
relating to 2019
PRSU grant
(USD)
PRSUs
lapsed relating
to 2019 PRSU
grant
PRSUs as of
December 31,
2022
Weighted average
remaining
contractual term
Rune Olav Pedersen 756,000 469,000 (40,748) 31,550 (127,252) 1,057,000 1.79
Gottfred Langseth 325,000 196,000 (18,191) 14,085 (56,809) 446,000 1.76
Nathan Oliver 325,000 196,000 (18,191) 14,085 (56,809) 446,000 1.76
Berit Osnes 250,000 140,000 (18,191) 14,085 (56,809) 315,000 1.97
Rob Adams 280,000 196,000 ( 7,276 ) 5,634 (22,724) 446,000 1.66
PGS Annual Report 202242
In 2021, the Company paid compensation to its President and CEO and other executive officers as follows:
Total compensation paid in 2021 (a)
Name Fixed salary Bonus (b) PRSUs
Other
benefits (c)
Total paid salary and
compensation (in
dollars)
Pension
benefits (d)
Rune Olav Pedersen
President and Chief Executive Officer 612,364 - - 18,800 631,164 174,332
Gottfred Langseth
Executive Vice President and Chief Financial Officer 458,588 - - 24,847 483,435 99,050
Nathan Oliver
Executive Vice President of Sales & Services 397,978 - - 45,989 443,967 38,281
Berit Osnes
Executive Vice President of New Ventures (f) 307,467 - - 9,751 317,218 35,594
Rob Adams
Executive Vice President of Operations 396,931 - - 32,749 429,680 36,670
(a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2021 of NOK/USD 8.5991.
(b) There was no performance related bonus plan for 2020 and management did not receive any bonus payments in 2021.
(c) Includes items such as car allowance, house allowance, telephone, internet and other minor benefits.
(d) Contribution to defined contribution plans (Norway) and earned benefits for members of the defined benefit plan.
(e) Berit Osnes as Executive Vice President of New Energy from 1 April 2021.
PRSU’s held by the CEO and executive officers as of December 31, 2021 were as follows:
Name
PRSUs as of
December 31,
2020
PRSUs
granted
2021
PRSUs
settled relating
to 2018 PRSU
grant
Market value
PRSUs settled
relating to 2018
PRSU grant
(USD)
PRSUs
lapsed relating
to 2018 PRSU
grant
PRSUs as of
December 31,
2021
Weighted average
remaining
contractual term
Rune Olav Pedersen 462,000 420,000 - - (126,000) 756,000      1.79
Gottfred Langseth 210,000 175,000 - - (60,000) 325,000      1.76
Nathan Oliver 180,000 175,000 - - (30,000) 325,000      1.76
Berit Osnes 149,000 125,000 (24,000) 250,000      1.97
Rob Adams 135,000 175,000 - - (30,000) 280,000      1.66
See note 27 for shares held by the Company’s CEO and other executive officers and note 29 for further information on the share- based payments programs.
Rune Olav Pedersen, President and CEO of the Company, had an annual fixed salary of NOK 4,966,000 in 2022. The CEO has a mutual 6-months period
of notice. The CEO is, both during and after the employment, obliged to refrain from taking employment with companies that are in direct or indirect
competition with PGS. This prohibition applies for a period of two years from the termination date unless the Company sets a shorter period of time.
Other executive officers have similar provisions in their employment terms, with periods of notice of twelve months or less.
Further information on compensation of the CEO and other executive officers are provided in the Board of Directors’ Policy on Remuneration to the
Company’s CEO and Senior Executives below.
Board of Directors
None of our Directors has any contract with the Company providing benefits upon termination of service.
The table below provides information about our Directors and compensation for 2022:
Name Position Director since Term expire Compensation (In dollars) (a)
Walter Qvam Chairperson 2013 2023 109,118
Anne Grethe Dalane Vice Chairperson 2013 2023 73,858
Marianne Kah Director 2018 2023 73,928
Richard Herbert Director 2017 2023 75,004
Trond Brandsrud Director 2019 2023 68,932
Shona Grant Director 2022 2023 33,548
Ebrahim Attarzadeh Director 2022 2023 39,754
Eivind Vesterås Director (Empl.rep) 2021 2023 12,569
Anette Valbø Director (Empl.rep) 2015 2023 12,569
Gunhild Myhr Director (Empl.rep) 2021 2023 12,569
Total 511,849
(a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2022 of NOK/USD 9.5472. None of the members or deputy
members of the board received compensation from any other Group companies, except for the employee representatives. Their remuneration as
employees is not included above.
PGS Annual Report 202243
The table below provides information about our Directors and compensation for 2021:
Name Position Director since Term expire Compensation (In dollars) (a)
Walter Qvam Chairperson 2013 2022 110,070
Anne Grethe Dalane Vice Chairperson 2013 2022 73,380
Marianne Kah Director 2018 2022 68,422
Richard Herbert Director 2017 2022 67,847
Trond Brandsrud Director 2019 2022 67,510
Eivind Vesterås Director (Empl.rep) 2021 2023 7,752
Anette Valbø Director (Empl.rep) 2015 2023 11,629
Gunhild Myhr Director (Empl.rep) 2021 2023 7,752
Total 414,362
(a) Amounts in NOK have been translated to US Dollars using average exchange rate for 2021 of NOK/USD 8.5991. None of the members or deputy
members of the board received compensation from any other Group companies, except for the employees.
See note 27 for shares held by the Company’s Board of Directors.
Board of Directors’ Policy on Remuneration to the CEO and Senior Executives
Pursuant to the Norwegian Public Limited Liability Companies Act, section 6-16 a(2), the Board prepares guidelines for executive remuneration. In
accordance with this, PGS has prepared a Senior Executive Remuneration Report that is released alongside the Annual Report.
The Senior Executive Remuneration Report describes:
• The total remuneration paid to the CEO and Senior Executives during the previous fiscal year:
• Share based remuneration,
• Remuneration vs policy, voting and performance criteria, and
• CEO and Senior Executive remuneration – comparisons.
The Remuneration and Corporate Governance Committee of the Board is responsible for reviewing executive remuneration and making recommendations
to the Board. The Board ensures that remuneration objectives reflect the convergence of the financial interests of executive personnel and shareholders.
The Senior Executive Remuneration Report is available for download at the PGS website.
Remuneration of auditor
Fees for audit and other services provided by the Company’s auditor EY, are as follows (exclusive VAT and including out of pocket expenses):
Year ended December 31,
(In millions of US dollars) 2022 2021
Audit fees 1.4 1.3
Tax services 0.2 0.2
All other fees - 0.1
Total 1.6 1.6
PGS Annual Report 202244
Note 31 – Subsidiaries
The ownership percentage in subsidiaries as of December 31, 2022, was as follows:
Company Jurisdiction
Shareholding and voting
rights
PGS Australia Pty. Ltd. Australia 100%
Seahouse Insurance Ltd. Bermuda 100%
PGS Suporte Logistico e Servicos Ltda. Brazil 100%
PGS Overseas Operation (Cyprus) Limited - under liquidation Cyprus 90%
PGS Data Processing Middle East SAE Egypt 100%
PGS Egypt for Petroleum Services Egypt 100%
PGS Ghana Limited Ghana 90%
PT Petroprima Geo-Servis Nusantara Indonesia 94%
PGS Japan K.K. Japan 100%
Petroleum Geo-Services Asia Pacific Labuan Ltd - under liquidation Malaysia 100%
Petroleum Geo-Services Exploration (M) Sdn. Bhd. Malaysia 100%
PGS Data Processing & Technology Sdn. Bhd. Malaysia 100%
PGS Geophysical Nigeria Ltd. Nigeria 100%
Petroleum Geo-Services AS Norway 100%
PGS Shipowner AS Norway 100%
Multiklient Invest AS Norway 100%
PGS Falcon AS Norway 100%
PGS Geophysical AS Norway 100%
PGS Titans AS Norway 100%
Natuna Ventures Pte. Ltd. Singapore 100%
Petroleum Geo-Services Asia Pacific Pte. Ltd. Singapore 100%
PGS Geophysical (UK) Ltd. United Kingdom 100%
Panoceanic Energy Limited United Kingdom 100%
PGS Seismic Services Ltd UK United Kingdom 100%
Petroleum Geo-Services (UK) Ltd. United Kingdom 100%
PGS Exploration (UK) Ltd. United Kingdom 100%
PGS Geophysical (Angola) Ltd. United Kingdom 100%
PGS Pension Trustee Ltd. United Kingdom 100%
Petroleum Geo-Services, Inc. United States 100%
PGS Finance, Inc. United States 100%
PGS Holding I Ltd United Kingdom 100%
PGS Holding II Ltd United Kingdom 100%
PGS Imaging, S.A. de C.V. - under liquidation Mexico 100%
Subsidiaries with minority interests are not considered significant and as such, are not disclosed in the consolidated statements of
financial position and the consolidated statement of changes in shareholders’ equity.
PARENT COMPANY
FINANCIAL
STATEMENTS
PGS Annual Report 2022110
PGS ASA (Parent Company)
Statements of Profit and Loss
Year ended December 31,
(In millions of NOK) Note 2022 2021
Revenue 2 - 3.1
Selling, general, administrative and other costs 2 (72.9) (49.1)
Total operating expenses (72.9) (49.1)
Operating loss (72.9) (46.0)
Intercompany interest income (expense) 2 102.8 (16.9)
Other interest income (expense) 3 (18.4) (26.1)
Dividends/group contributions received from subsidiaries 2 - 145.6
Other financial items, net 2, 4 (45.7) (9.0)
Income (loss) before income taxes (34.2) 81.3
Income tax 5 - -
Net income (loss) (34.2) 81.3
PGS Annual Report 2022111
PGS ASA (Parent Company)
Statements of Financial Position
December 31,
(In millions of NOK) Note 2022 2021
ASSETS
Non-current assets:
Shares in subsidiaries 1, 6 2 262.8 2 262.8
Intercompany receivables 1, 2 2 762.0 -
Total non-current assets 5 024.8 2 262.8
Current assets:
Intercompany receivables 2 2.5 260.3
Other current assets 5.9 7.2
Restricted cash 7 0.3 0.5
Cash and cash equivalents 7 43.4 35.8
Total current assets 52.1 303.9
Total assets 5 076.9 2 566.6
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity:
Common stock; par value NOK 3; issued and outstanding 909,549,714 shares 8 2 718.6 1 202.0
Additional paid-in capital 8 (2.0) -
Additional paid-in capital 8 7 040.2 5 994.4
Total paid in capital 9 756.8 7 196.4
Other equity 8 (4 799.0) (4 764.9)
Total shareholders' equity 4 957.8 2 431.5
Non-current liabilities:
Interest bearing debt 9, 10 - 30.5
Other non-current liabilities 10, 11 - 40.4
Total non-current liabilities - 70.9
Current liabilities:
Intercompany debt 2 13.5 -
Accrued expenses and other short-term liabilities 12 105.6 64.2
Total current liabilities 119.1 64.2
Total liabilities and shareholders' equity 5 076.9 2 566.6
Weybridge, March 1, 2023
Board of Directors
PGS ASA
Walter Qvam
Chairperson
Anne Grethe Dalane
Vice Chairperson Board Member
Marianne Kah Richard Herbert
Board Member
Trond Brandsrud
Board Member
Rune Olav Pedersen
President & Chief Executive Ocer
Board Member
Anette Valbø
Board Member
Eivind Vesterås
Board Member
Gunhild Myhr
Board Member
Shona Grant
Board Member
Ebrahim Attarzadeh
PGS Annual Report 2022112
PGS ASA (Parent Company)
Statements of Cash Flows
Year ended December 31,
(In millions of NOK) Note 2022 2021
Cash flows provided by (used in) operating activities:
Net income (loss) (34.2) 81.3
Adjustments to reconcile net income to net cash used in operating activities:
Dividends/group contributions 2 - (145.6)
Foreign exchange (gain) loss, unrealized 4 (1.0) (17.2)
Changes in current assets and current liabilities 301.9 (26.4)
Other items 6 7.6 36.1
Net cash provided by (used in) operating activities 334.3 (71.8)
Cash flows provided by (used in) investing activities:
Investment in subsidiaries, net 2, 6 - (1,038.6)
Received dividends from subsidaries 2 - 145.6
Reduced (increased) intercompany receivables 2 (2 762.0) 1 7.6
Increased (reduced) intercompany debt 2 13.2 15.7
Change in restricted cash 7 0.2 0.7
Net cash provided by (used in) investing activities (2 748.6) (859.0)
Cash flows provided by (used in) financing activities:
Proceeds, net of deferred loan costs, from issuance of long-term debt 9 - 30.5
Share buy-back (2.0) -
Proceeds from share issue (a) 8 2 423.9 -
Net cash provided by (used in) financing activities 2 421.9 30.5
Net increase (decrease) in cash and cash equivalents 7.6 (900.3)
Cash and cash equivalents at beginning of year 35.8 936.1
Cash and cash equivalents at end of year 43.4 35.8
a) Net of approximately 2% transaction cost.
PGS Annual Report 2022113
Note 1 — Summary of Significant Accounting Policies
PGS ASA (or “the Company”) and its subsidiaries prepares its consolidated financial statements in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European Union, while the Company prepares its financial statements in accordance with the Norwegian
Accounting Act and accounting principles generally accepted in Norway (“N GAAP”). The Company’s headquarters is at Oslo, Norway. The address is
Lilleakerveien 4C, 0283 Oslo.
The Company applies the same accounting policies as described in note 2 in the notes to the consolidated financial statements where relevant, except
that unrealized foreign exchange gain (loss) on non-current intercompany loans is recognized in the statements of profit and loss. The functional
currency is Norwegian kroner (“NOK”) for the financial statements prepared in accordance with the Norwegian Accounting Act and accounting principles
generally accepted in Norway (“N GAAP”).
Shares in subsidiaries (see note 6) are presented at cost less impairment. Impairment is recognized based upon the carrying value of the individual
shares and net intercompany receivables in the subsidiaries less the estimated recoverable amount (based on discounted estimated future cash
flows). If estimated recoverable amounts increase, impairment charges are reversed accordingly. There is no fixed plan for repayment of long-term
intercompany receivables and payables.
The statement of cash flows is set up using the indirect method.
Note 2 — Intercompany Transactions
Transactions with subsidiaries are mainly related to guarantees and financing activities. In 2022, there was no charge out of management fee, while NOK
3.1 million in management fee were charged to PGS Geophysical AS in 2021. Guarantee fee income is NOK 2.8 million and NOK 3.4 million in 2022 and 2021,
respectively. No dividends or group contributions in 2022, while dividends and group contributions from subsidiaries amounted to NOK 145.6 million in
2021.
Intercompany transactions in the statements of profit and loss consist of:
Subsidiaries Year ended December 31, 2022
(In millions of NOK) Net interest
Net Receivables/
(Liabilities)
Petroleum Geo-Services AS 102.8 2 761.8
PGS Geophysical AS - (13.5)
PGS Titans AS - 0.8
Petroleum Geo-Services, Inc. - 0.6
PGS Exploration (UK) Ltd. - 0.7
PGS Suporte Logistico e Servicos Ltda. - 0.5
Other - 0.1
Sum transactions intercompany 102.8 2 751.0
Accumulated impairment -
Net transactions intercompany 2 751.0
Subsidiaries Year ended December 31, 2021
(In millions of NOK) Net interest
Net Receivables/
(Liabilities)
Petroleum Geo-Services AS 16.9 259.1
Petroleum Geo-Services, Inc. - 0.2
PGS Exploration (UK) Ltd. - 0.6
PGS Suporte Logistico e Servicos Ltda. - 0.3
PGS Imaging, Inc. - 0.1
Sum transactions intercompany 16.9 260.3
Accumulated impairment -
Net transactions intercompany 260.3
PGS Annual Report 2022114
Note 3 – Interest Expense, Net
Interest expense, net, consists of:
Year ended December 31,
(In millions of NOK) 2022 2021
Interest income, external 0.6 0.1
Interest expense, external (19.0) (26.2)
Total (18.4) (26.1)
Note 4 – Other Financial Items, Net
Other financial items, net, consist of:
Year ended December 31,
(In millions of NOK) 2022 2021
Foreign currency (loss) gain, realized and unrealized (40.0) ( 7.4 )
Guarantee fee 2.8 3.4
Other (8.6) (5.1)
Total (45.7) (9.0)
Note 5 – Income Taxes
The income tax expense diers from the amounts computed when applying the Norwegian statutory tax rate to income before income taxes as a result
of the following:
Year ended December 31,
(In millions of NOK) 2022 2021
Income before income taxes (34.2) 81.3
Norwegian statutory tax rate 22% 22%
Provision for income taxes at the statutory rate 7.5 (17.9)
(Increase) reduction in income taxes from:
Other permanent items - 31.6
Correction previous year - (12.8)
Changes in unrecognized deferred tax assets - (0.9)
Income tax (expense) benefit - -
Year ended December 31,
(In millions of NOK) 2022 2021
Temporary dierences relate to:
Property plant and equipment 0.1 0.1
Tax losses carried forward 4 845.5 4 811.3
Deferred tax assets, net 1 066.0 1 058.5
Deferred tax assets not recognized in the statement of financial position (1 066.0) (1 058.5)
Net recognized Deferred tax assets - -
Note 6 – Shares in Subsidiaries
Shares in subsidiaries are recognized in PGS ASA balance sheet at cost less any impairment.
As of December 31, 2022
(In millions of NOK)
Registered
oce
Shareholding
(a)
Book value
(b)
Equity
(b)
Impairments
2022
Net income/
(loss) 2022
PGS Holding I Ltd (UK) Oslo 100% 2 262.8 2 252.1 - -
PT Petroprima Geo-Servis Nusantara Indonesia 93% - (31.2) - (85.7)
Total 2 262.8 -
(a) Voting rights are equivalent to shareholding for all companies.
(b) The numbers are preliminary and statutory audit has not been completed.
PGS Annual Report 2022115
As of 31 December 2022, PGS ASA has accumulated impairments related to shares in subsidiaries totaling NOK 2.7 million. This is entirely related to the
company PT Petroprima Geo-Servis Nusantara.
For additional information on impairment of shares in subsidiaries and intercompany receivables, see note 1.
Note 7 – Restricted Cash
Restricted cash consists of:
December 31,
(In millions of NOK) 2022 2021
Payroll withholding taxes 0.3 0.5
Total 0.3 0.5
Note 8 – Shareholders’ Equity
Changes in shareholders’ equity for the years ended December 31, 2022 and 2021 are as follows:
Paid-in capital
(In millions of NOK) Share capital
Treasury
shares, par
value
Additional
paid-in capital Other equity
Shareholders’
equity
Balance as of December 31, 2020 1 161.6 (0.0) 5 958.3 (4 846.1) 2 273.8
Share based payments - - 21.7 - 21.7
Shares issued at conversion of convertible bond (a) 40.4 - 14.4 - 54.8
Net income (loss) - - - 81.3 81.3
Balance as of December 31, 2021 1 202.0 (0.0) 5 994.4 (4 764.8) 2 431.5
Share based payments - - 10.1 - 10.1
Shares issued at conversion of convertible bond (a) 65.8 - 59.7 - 125.5
Shares issued for cash consideration (b) 1 450.8 - 973.1 - 2 423.9
Acquired treasury shares (c) - (2.0) (1.6) - (3.6)
Interest rate swap (net of tax) - - 4.6 - 4.6
Net income (loss) - - - (34.2) (34.2)
Balance as of December 31, 2022 2 718.6 (2.0) 7 040.3 (4 799.0) 4 957.8
(a) In 2021, PGS ASA received conversion notices from holders of the convertible bond representing NOK 40.4 million that have been converted into
13 460 701 shares. In 2022 the Company exercised and settled its issuer conversion option under the convertible bond whereby all outstanding
bonds with an aggregate nominal amount of NOK 75.7 million were converted into 25 237 631 shares.
(b) In 2022, the Company issued 483 622 019 new shares following private placements and a subsequent oering raising approximately NOK 2 477.2
million as equity. Transaction costs amounting to NOK 53.3 million were recognized against additional paid-in capital.
(c) In 2022, the Company initiated and complated a share buy-back program to cover settlement of Performance based Restricted Stock Units
(“PRSU’s”) granted under the Company’s 2019 Long Term Incentive Plan for employees. 500 000 shares were bought back under the programme.
Note 9 – Debt and Guarantees
Long term debt consists of the following:
December 31,
(In millions of NOK) 2022 2021
Unsecured:
Convertible bond 5%, due 2024 - 75.7
Total - 75.7
Less eect from separate derivative financial instrument convertible bond - (45.3)
Total non-current interest bearing debt - 30.5
In 2022, the Company exercised and settled its issuer conversion option under the convertible bond whereby all outstanding bonds with an aggregate nominal
amount of NOK 75.7 million were converted into 25,237,631 shares.
PGS Annual Report 2022116
Note 10 – Financial Instruments
Fair values of financial instruments
The Company classifies financial instruments carried at fair value in the consolidated statement of financial position using the Fair Value Hierarchy.
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either
directly or indirectly.
Level 3: techniques for which all inputs which have a significant eect on the recorded fair value that is not based on observable market data.
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accrued revenues and other receivables, other current assets,
accounts payable and accrued expenses classified at amortized cost approximate their respective fair values because of the short maturities of those
instruments.
The fair values of the non-current debt instruments, forward exchange contracts and interest rate swaps are estimated using quotes obtained from
dealers in such financial instruments or latest quoted prices or indexes at Reuters or Bloomberg. Where market prices are not observed or quotes from
dealers are not obtained, an indirect method is used by use of implied credit spread from debt instrument with similar risk characteristics.
The carrying amounts, estimated fair values of debt and derivatives instruments including how fair value is determined are summarized as follows:
December 31, 2022 December 31, 2021
(In millions of NOK)
Nominal
value
Fair
value
Nominal
value
Fair
value
Financial liabilities
Financial liabilities at amortised cost
Debt with fixed interest rate 2 - - - -
Debt with variable interest rate 2 - - - -
Convertible bond 2 - - (75.8) (6 7.6)
At fair value through profit and loss
Foreign exchange contracts 2 - - - -
Interest rate swaps 2 - - (4.5) (4.5)
Convertible bond option conversion 2 - - (35.9) (35.9)
Derivatives designated as hedging instruments
Interest rate swaps 2 - - - -
Foreign exchange contracts 2 - - - -
Total - - (116.2) (107.9)
Note 11 – Other Long-term Liabilities
Other long-term liabilities consist of:
December 31,
(In millions of NOK) 2022 2021
Unrealized loss hedge contracts (note 10) - 40.4
Other non-current liabilities - -
Total - 40.4
Note 12 – Accrued Expenses and Other Short-term Liabilities
Accrued expenses and other short-term liabilities consist of the following:
December 31,
(In millions of NOK) 2022 2021
Foreign taxes 0.0 0.2
Account payables 104.3 61.1
Accrued employee benefits 1.2 0.5
Accrued interest expense - 1.5
Other 0.1 0.9
Total 105.6 64.2
PGS Annual Report 2022117
Note 13 – Salaries and Other Personnel Costs, Number of Employees,
and Remuneration to the Board of Directors, Executive Ocers and Auditors
Salary and social expenses that are included in cost of sales and selling and general and administrative costs consist of:
Year ended December 31,
(In millions of NOK) 2022 2021
Salaries, bonus and board members compensation 5.4 8.9
Social security 0.8 1.3
Pension - 0.2
Other benefits 0.1 0.1
Total 6.4 10.6
As of December 31, 2022, PGS ASA had 0 employees. Man-years were 0 and 1 for the years 2022 and 2021, respectively.
In 2022 the members of the board were compensated with NOK 5.4 million. For a full listing of Board of Directors, CEO and Other Executive Ocers and
their compensation, see note 28 in the consolidated financial statements.
PGS ASA has not provided loans or guarantees to the Board of Directors as of December 31, 2022.
Remuneration of auditor
Fees for audit and other services provided by PGS ASA’s auditor EY who was elected in May 2014, are as follows (exclusive VAT and inclusive out of
pocket expenses):
Year ended December 31,
(In millions of NOK) 2022 2021
Audit fees 4.4 3.9
Fees for tax services 0.0 0.3
All other fees 0.1 0.3
Total 4.5 4.5
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of PGS ASA
Repor t on the audit of the financial statem ents
Opinion
We have audited the financial statements of PGS ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise of the statement of financial
position as at 31 December 2022 and statement of profit and loss and statement of cash flows for the
year then ended and notes to the financial statements, including a summary of significant accounting
policies. The consolidated financial statements of the Group comprise of the statement of financial
position as at 31 December 2022, statement of profit and loss, statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended and notes to the
financial statements, including a summary of significant accounting policies.
In our opinion
the financial statements comply with applicable legal requirements,
the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022 and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 9 years from the election by the general meeting of the
shareholders on 8 May 2014 for the accounting year 2014.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2022. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
Penneo Dokumentnøkkel: 88MLI-YAW20-57ZME-YGY02-11IED-HDPOQ
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Independent auditor's report - PGS ASA 2022
A member firm of Ernst & Young Global Limited
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Impairment evaluation of MultiClient library
Basis for the key audit matter
MultiClient library accounts for $300.3 million or
approximately 15 % of total assets of the Group
as at 31 December 2022. The Group performed
impairment testing to determine value in use and
recorded an impairment loss of $11.5 million in
2022.
Management has identified impairment indicators.
The Group uses forecasts of future sales when
determining value in use. These forecasts are
based on budgets and assumptions, thus
requiring considerable insight and judgment by
management about future market conditions and
spending on exploration and production by oil and
gas companies, including licensing activities and
farm-ins. Impairment evaluation of MultiClient
library is a key audit matter due to the significant
management judgment involved and the
continued uncertain market conditions.
Our audit response
We evaluated management’s assessment of
impairment indicators for the MultiClient library.
Our audit procedures included inquiries of
management, including senior sales personnel
and test of controls. Our audit procedures also
included analyses and evaluation of historical
accuracy of prior year’s forecast. We further
evaluated the assumptions used in the sales
forecasting process based on the current market
situation, expectations about oil prices, licensing
rounds and exploration activities. Furthermore, we
considered the valuation methodology and the
discount rate applied in the value in use model.
We also tested the mathematical accuracy of the
value in use calculations and performed sensitivity
analysis of key assumptions. We used a valuation
specialist to assist us in evaluating the calculation
and components of the applied discount rate. We
also assessed the Group's disclosures regarding
those assumptions and the recorded impairment
losses of MultiClient library.
We refer to notes 3 and 18 of the consolidated
financial statements.
Impairment evaluation of vessels and seismic equipment
Basis for the key audit matter
Vessels and related seismic equipment accounts
for $674.5 million or approximately 35 % of total
assets of the Group as at 31 December 2022. The
Group performed impairment tests to determine
the recoverable amounts and concluded that no
impairment should be recognized in 2022. The
evaluation is sensitive to forward looking
assumptions. As there are limited remaining
headroom, any negative changes to these
assumptions would result in impairment.
Management has identified impairment indicators.
The Group assessed the recoverable amount by
determining value in use for each vessel.
Our audit response
Our procedures included assessing the
assumptions and methods used by management
in the impairment evaluation. We tested the key
assumptions and underlying data by comparing
them to external market information and historical
data, and by analyzing sensitivities. We also
assessed the historical accuracy of
management's estimates and tested the
mathematical accuracy of the impairment model.
We involved a valuation specialist to assist us in
evaluating the calculation and components of the
applied discount rate. We also assessed the
disclosures regarding the assumptions applied by
Penneo Dokumentnøkkel: 88MLI-YAW20-57ZME-YGY02-11IED-HDPOQ
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Independent auditor's report - PGS ASA 2022
A member firm of Ernst & Young Global Limited
Estimating the value in use requires management
judgment when estimating future revenues,
operating expenses, growth rates, useful lives and
capital expenditures and determining the discount
rate. Management's impairment evaluation is a
key audit matter due to the multiple variables and
the significant management judgement involved in
estimating future cash.
management and verified the arithmetical
accuracy of the sensitivity analysis.
We refer to notes 3 and 17 of the consolidated
financial statements.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and Chief Executive
Officer) is responsible for the other information. Our opinion on the financial statements does not cover
the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that the other information is materially inconsistent with the
financial statements, there is a material misstatement in this other information or that the information
required by applicable legal requirements is not included in the board of directors’ report, the statement
on corporate governance or the statement on corporate social responsibility, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated financial statements of the Group in accordance
with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Penneo Dokumentnøkkel: 88MLI-YAW20-57ZME-YGY02-11IED-HDPOQ
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Independent auditor's report - PGS ASA 2022
A member firm of Ernst & Young Global Limited
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Penneo Dokumentnøkkel: 88MLI-YAW20-57ZME-YGY02-11IED-HDPOQ
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Independent auditor's report - PGS ASA 2022
A member firm of Ernst & Young Global Limited
Repor t on other legal and r egulator y r equir em ent
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of PGS ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 213800T66DRTE6O6BV87-2022-12-31-en.zip, have been prepared, in
all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to
Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Oslo, 1 March 2023
ERNST & YOUNG AS
The auditor's report is signed electronically
Finn Ole Edstrøm
State Authorised Public Accountant (Norway)
Penneo Dokumentnøkkel: 88MLI-YAW20-57ZME-YGY02-11IED-HDPOQ
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2023-03-01 20:50:35 UTC
Penneo Dokumentnøkkel: 88MLI-YAW20-57ZME-YGY02-11IED-HDPOQ
2022 ANNUAL REPORT
A Clearer Image | www.pgs.com
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