Quarterly Report • Aug 26, 2021
Quarterly Report
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S I X M O N T H S E N D E D 30 JUNE 2021
International Financial Reporting Standards

Management and the Board of Directors have today considered and approved the interim consolidated financial statements of Atlantic Sapphire ASA (collectively, the "Group") for the period 1 January 2021 to 30 June 2021. The interim report, which has not been audited or reviewed by the Group's independent auditors, has been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the EU disclosure requirements for listed companies. In our opinion, the accounting policies used are appropriate, and the interim report gives a true and fair view of the Group's financial position as of 30 June 2021, as well as the results of the Group's activities and cash flows for the period 1 January 2021 to 30 June 2021. In our opinion, Management's review provides a true and fair presentation of developments, results for the period, and overall financial position of the Group's operations in addition to a description of the most significant risks and elements of uncertainty facing the Group. Over and above the disclosures in the interim report, no changes in the Group's most significant risks and uncertainties have occurred relative to the disclosures in the annual report for 2020.
Vikebukt, 26 August 2021
Johan E. Andreassen Chairman
Alexander Reus Director
Patrice Flanagan Director
André Skarbø Director
Runar Vatne Director
Karl Øystein Øyehaug Managing Director of ASA
Ellen Marie Sætre Director
Tone Bjørnov Director
| Unaudited (USD 1,000) | Note | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|---|
| Revenue | 10,878 | 2,502 | 6,270 | |
| Expenses | ||||
| Cost of materials | 3 | 38,365 | 5,328 | 18,169 |
| Fair value adjustment on biological assets | 3 | (4,973) | 11,216 | 9,478 |
| Salary and personnel costs | 4,285 | 2,831 | 7,448 | |
| Other operating expenses | 8 4 |
15,620 7,490 |
5,132 1,289 |
11,609 6,745 |
| Depreciation and amortization | ||||
| Total expenses | 60,787 | 25,796 | 53,449 | |
| Operating loss | (49,909) | (23,294) | (47,179) | |
| Finance income | ||||
| Finance expense | 358 | 104 | 178 | |
| Other income, net | (2,164) | (8,467) | (8,776) | |
| 177 | 83 | 584 | ||
| Loss before income tax benefit | (51,538) | (31,574) | (55,193) | |
| Income tax benefit | - | - | - | |
| Net loss | (51,538) | (31,574) | (55,193) | |
| Earnings per share: | ||||
| Basic earnings per share | (0.57) | (0.46) | (0.74) | |
| Diluted earnings per share | (0.57) | (0.46) | (0.74) | |
| Unaudited (USD 1,000) | Note | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
| Net loss | (51,538) | (31,574) | (55,193) | |
| Exchange difference on translation of foreign operations | (3,538) | (2,275) | 2,401 | |
| Total comprehensive loss | (55,076) | (33,849) | (52,792) | |
| Unaudited (USD 1,000) | Note | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant, and equipment, net | 4 | 269,861 | 241,147 | 257,080 |
| Right of use asset | 3,080 | 446 | 3,337 | |
| Security deposits | 750 | 821 | 831 | |
| Other investments | 5 | 6 | 11 | 7 |
| Trade and other receivables (long-term) | 5 | 32 | 81 | 30 |
| Total non-current assets | 273,729 | 242,506 | 261,285 | |
| Current assets | ||||
| Prepaid and other current assets | 1,590 | 649 | 1,573 | |
| Inventories, net | 2,892 | 3,337 | 2,713 | |
| Biological assets | 3 | 22,512 | 8,070 | 24,610 |
| Trade and other receivables, net | 5 | 2,478 | 612 | 1,869 |
| Restricted cash (short-term) | 5 | 470 | 332 | 386 |
| Cash and cash equivalents | 5 | 88,390 | 10,815 | 28,523 |
| Total current assets | 118,332 | 23,815 | 59,674 | |
| TOTAL ASSETS | 392,061 | 266,321 | 320,959 |
| Unaudited (USD 1,000) | Note | 30 June 2021 | 30 June 2020 | 31 Dec 2020 | |
|---|---|---|---|---|---|
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Share capital | 7 | 1,050 | 818 | 917 | |
| Share premium | 7 | 454,144 | 236,851 | 335,337 | |
| Employee stock options | 7 | 3,264 (134,163) |
1,503 (59,006) |
2,015 (82,625) |
|
| Accumulated deficit Foreign exchange reserve |
(3,723) | (2,460) | (185) | ||
| Total equity | 320,572 | 177,706 | 255,459 | ||
| Non-current liabilities | |||||
| Borrowings (long-term) | 5, 6 | 50,000 | 71,116 | 51,156 | |
| Lease liability (long-term) | 3,062 | 487 | 3,091 | ||
| Total non-current liabilities | 53,062 | 71,603 | 54,247 | ||
| Current liabilities | |||||
| Borrowings (short-term) | 5, 6 | 1,156 | - | - | |
| Lease liability (short-term) | 307 | - | 482 | ||
| Trade and other payables | 5 | 16,964 | 17,012 | 10,771 | |
| Total current liabilities | 18,427 | 17,012 | 11,253 | ||
| Total liabilities | 71,489 | 88,615 | 65,500 | ||
| TOTAL EQUITY AND LIABILITIES | 392,061 | 266,321 | 320,959 | ||
| Unaudited (USD 1,000) | Share capital |
Share premium |
Employee stock options |
Accumulated deficit |
Foreign exchange reserve |
Total equity |
|---|---|---|---|---|---|---|
| Balance at 31 December 2019 | 818 | 236,819 | 1,060 | (27,432) | (2,586) | 208,679 |
| Contributions | 99 | 98,518 | 955 | - | - | 99,572 |
| Net loss | - | - | - | (55,193) | - | (55,193) |
| Foreign currency translation adjustments | - | - | - | - | 2,401 | 2,401 |
| Balance at 31 December 2020 | 917 | 335,337 | 2,015 | (82,625) | (185) | 255,459 |
| Contributions | 133 | 118,807 | 1,249 | - | - | 120,189 |
| Net loss | - | - | - | (51,538) | - | (51,538) |
| Foreign currency translation adjustments | - | - | - | - | (3,538) | (3,538) |
| Balance at 30 June 2021 | 1,050 | 454,144 | 3,264 | (134,163) | (3,723) | 320,572 |
| Unaudited (USD 1,000) | Note | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | (51,538) | (31,574) | (55,193) | |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation and amortization | 4 | 7,490 | 1,289 | 6,745 |
| Bad debt | 1 | - | 11 | |
| Inventory write-down | - | - | 1,639 | |
| Fair value adjustment on biological assets | 3 | (4,973) | 11,216 | 9,478 |
| Loss from disposition of other assets | (187) | 31 | 576 | |
| Net interest received and paid | 1,804 | 8,349 | 8,598 | |
| Non-cash employee stock options | 7 | 1,249 | 443 | 955 |
| Net foreign currency exchange rate differences | (2,186) | 359 | (1,570) | |
| Changes in operating assets and liabilities | ||||
| Trade and other receivables | (636) | 497 | (627) | |
| Biological assets, at cost | 3 | 7,046 | - | (18,943) |
| Inventories, at cost | (185) | (8,026) | (1,015) | |
| Prepaid and other current assets | (18) | 1,288 | 459 | |
| Security deposits | 77 | (95) | (95) | |
| Trade and other payables | 6,050 | (2,439) | 135 | |
| Interest received | 358 | 14 | 1,888 | |
| Net cash used in operating activities | (35,648) | (18,648) | (46,959) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Proceeds from sale of property, plant, and equipment | 4 | 165 | - | 25 |
| Payments towards property, plant, and equipment | 4 | (21,095) | (29,676) | (60,881) |
| Right of use asset | 38 | (90) | - | |
| Other investments | 1 | - | 5 | |
| Net cash used in investing activities | (20,891) | (29,766) | (60,851) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from borrowings | 6 | 10,514 | 95,156 | 89,404 |
| Payments towards borrowings | 6 | (10,514) | (51,438) | (74,001) |
| Payments towards lease liability | (275) | 107 | 2 | |
| Proceeds from issuance of capital | 118,940 | 32 | 98,617 | |
| Interest paid | (2,065) | (8,363) | (2,058) | |
| Net cash provided by financing activities | 116,600 | 35,494 | 111,964 | |
| Net increase (decrease) in cash and restricted cash | 60,061 | (12,920) | 4,154 | |
| Cash and restricted cash at beginning of period | 28,909 | 24,456 | 24,471 | |
| Effects of exchange rate on cash and restricted cash | (110) | (389) | 284 | |
| Cash and restricted cash at end of period | 88,860 | 11,147 | 28,909 |
Atlantic Sapphire ASA ("ASA") is a Norwegian company headquartered at Vikebukt, Norway and listed on the Oslo Stock Exchange with the ticker symbol "ASA". ASA owns the following subsidiaries (collectively, the "Group"):
The Group's interim consolidated statements for the half-year reporting period ended 30 June 2021 were prepared in accordance with IAS 34, Interim Financial Reporting under International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU").
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this interim financial report is to be read in conjunction with the Group's Annual Report for the year ended 31 December 2020 and any public announcements made by Atlantic Sapphire ASA during the interim reporting period. The interim report is unaudited and is presented in United States dollars ("USD").
The Group's accounting policies adopted are consistent with those applied in the Group's 2020 Annual Report as published on the Oslo Stock Exchange on 14 April 2021. No new standards under IFRS have been adopted by the Group in 2021.
Certain amounts in the Group's 2020 consolidated financial statements have been reclassified to conform to the 2021 presentation. The reclassifications have no effect on the Group's consolidated financial position or previously reported results of consolidated operations.
The Group's executive management reviews the internal management reports of each division, which represents its reportable segments. As of 30 June 2021, the Group's reportable segments consisted of fish farming production and sale of salmon in Hvide Sande, Denmark and Miami, Florida, USA.
The Group's segment information consisted of the following:
| Six months ended 30 June 2021 | Fish farming | |||
|---|---|---|---|---|
| Unaudited (USD 1,000) | Denmark | USA | Other and eliminations |
Consolidated |
| Revenue from sale of salmon EBITDA EBITDA, pre-fair value adjustment on biological assets Pre-tax loss |
3,348 (4,522) (4,483) (6,847) |
7,530 (35,636) (40,648) (45,023) |
- (2,084) (2,084) 332 |
10,878 (42,242) (47,215) (51,538) |
| Total assets Total liabilities Depreciation and amortization |
40,715 39,430 1,496 |
287,013 150,107 5,994 |
64,333 (118,048) - |
392,061 71,489 7,490 |
| Capital expenditure | 568 | 20,546 | - | 21,114 |
| Six months ended 30 June 2020 | Fish farming | |||
|---|---|---|---|---|
| Unaudited (USD 1,000) | Denmark | USA | Other and eliminations |
Consolidated |
| Revenue from sale of salmon | 2,812 | 172 | (482) | 2,502 |
| EBITDA | (6,243) | (14,136) | (1,543) | (21,922) |
| EBITDA, pre-fair value adjustment on biological assets | (4,188) | (4,975) | (1,543) | (10,706) |
| Pre-tax loss | (8,245) | (22,559) | (770) | (31,574) |
| Total assets | 41,256 | 227,991 | (2,926) | 266,321 |
| Total liabilities | 37,551 | 85,350 | (34,286) | 88,615 |
| Depreciation and amortization | 1,215 | 74 | - | 1,289 |
| Capital expenditure | 1,474 | 31,284 | - | 32,758 |
| Year ended 31 December 2020 | Fish farming | |||
|---|---|---|---|---|
| Unaudited (USD 1,000) | Denmark | USA | Other and eliminations |
Consolidated |
| Revenue from sale of salmon EBITDA EBITDA, pre-fair value adjustment on biological assets Pre-tax loss |
5,041 (8,111) (6,355) (12,465) |
1,729 (30,645) (22,923) (45,071) |
(500) (1,094) (1,094) 2,343 |
6,270 (39,850) (30,372) (55,193) |
| Total assets Total liabilities Depreciation and amortization |
44,868 36,600 2,563 |
259,888 141,759 4,182 |
16,203 (112,859) - |
320,959 65,500 6,745 |
| Capital expenditure | 2,514 | 52,041 | - | 54,555 |
| Unaudited (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| Revenue from external customers in: United States Denmark Netherlands Other countries Total revenue from external customers |
7,207 1,729 722 1,220 10,878 |
639 815 926 122 2,502 |
1,964 1,490 1,193 1,623 6,270 |
The Group's concentration of revenue consisted of the following:
| Unaudited (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| Revenue per customer: | |||
| Customer A | 2,123 | - | 191 |
| Customer B | 960 | - | 467 |
| Customer C | 925 | 639 | 925 |
| Customer D | 827 | 382 | 83 |
| Customer E | 577 | 544 | 694 |
| Other customers | 5,466 | 937 | 3,910 |
| Total revenue from significant customers | 10,878 | 2,502 | 6,270 |
Under the provisions of IAS 41, the fair value of the Group's biological assets is calculated based on the market price for the relevant fish quality and size on the reporting period date. As the biomass input is mostly unobservable, biomass valuation is categorized at Level 3 in the fair value hierarchy under IFRS 13. The estimated market price in each market is normally derived from the development in recent market prices. Quoted forward prices from Fish Pool, a third-party, are considered in the estimation to improve reliability and comparability of the price estimation.
The valuation model for the Group's biological assets calculates the net present value of the expected cash flows from harvested biomass based on the actual number of fish as a starting point. The time to market for live fish is based on a growth table for each generation of fish. The Group considers a live fish weight of 4.5 kg to be the optimal harvest weight with an expected growth period of 21 months. Expected mortality rates are used to estimate the expected volume of biomass that will reach optimal harvest weight. On average, an estimated 64% of the number of fish is expected to reach the optimal harvest weight. This considers both natural mortality and culling. The Group's price and net expected cash flows are based on future price estimates at the time of harvest less estimated remaining costs to produce and sell. The discount rate used towards the Group's net present value calculation is based on the Group's annualized borrowing rate of LIBOR plus an applicable margin determined by a grid (4.5% as of 30 June 2021). The margin grid calls for a maximum of 4.5% and allows for a lower margin upon reaching certain milestones.
The Group's biological assets consisted of the following:
| Unaudited (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| Cost of biological assets Fair value adjustments |
26,864 (4,352) |
18,213 (10,143) |
33,987 (9,377) |
| Total biological assets | 22,512 | 8,070 | 24,610 |
The following represents a reconciliation of changes in the carrying amount of the Group's biological assets:
| Unaudited (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| Biological assets at beginning of period Gain (loss) arising from changes in fair value less costs to sell Increases due to production and purchases Net changes in production depreciation Decreases due to harvest Decreases due to mortality Net exchange rate differences Biological assets at end of period |
24,610 4,974 19,325 (727) (16,738) (6,987) (1,945) 22,512 |
11,275 (11,214) 13,059 - (2,428) (2,576) (46) 8,070 |
11,275 (9,478) 36,820 2,430 (8,531) (8,375) 469 24,610 |
The Group's physical volumes of biological assets consisted of the following:
| Physical quantities | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| Live weight of biomass (in tons RLW) | |||
| Non-harvestable fish | 161 | 354 | 614 |
| Harvestable fish | 2,876 | 1,666 | 3,273 |
| Total live weight of biomass (in tons RLW) | 3,037 | 2,020 | 3,887 |
| Number of fish (in thousands) | |||
| Non-harvestable fish | 3,387 | 3,490 | 4,064 |
| Harvestable fish | 1,125 | 1,176 | 1,271 |
| Total number of fish (in thousands) | 4,512 | 4,666 | 5,335 |
| Volume of fish harvested during the period (tons gutted weight) | 1,275 | 353 | 989 |
On 23 March 2021, ASUS experienced an incident in one of its grow-out systems in the Miami Bluehouse that resulted in approximately 500 tons (HOG) of fish lost with an average weight of approximately 1kg, equivalent of around 5% of annualized USA Phase 1 harvest volumes. Other independent systems in the Miami Bluehouse were unaffected. The Group's analysis, which remains subject to change, indicates that an identified design weakness from its RAS supplier resulted in elevated turbidity and possibly gasses that caused abnormal fish behavior. As a result, fish gathered at the bottom of the tanks and disrupted the flow of new water, which caused increased mortality. Based on a previous incident, the Group identified an opportunity to ensure undisrupted water flow by modifying the center drain design in all of its grow-out tanks. Although this work had commenced prior to this incident, the center drain in the affected grow-out system had not yet been modified. Further, the Group is in the process of splitting its USA Phase 1 grow-out systems in half in order to reduce the impact of a potential incident in the future. Currently five out of six systems have been split.
The cost of biological assets ("biomass costs") includes all costs required to raise salmon from roe to harvest. Key biomass costs are generally recognized on a historical basis and include salmon roe, fish feed, other raw materials, salary and personnel costs, utilities, depreciation, and other overhead from production.
For the six months ended 30 June 2021, cost of production incurred in 2021 expensed through cost of materials for underutilized plant capacity was USD 6.3m.
Property, plant, and equipment consisted of the following:
| Unaudited (USD 1,000) | Land | Buildings | Production, plant, and machinery |
Equipment and other movables |
Software | Assets under construction |
Total |
|---|---|---|---|---|---|---|---|
| At 1 January 2021 Cost |
8,714 | 134,641 | 84,323 | 1,379 | 561 | 42,810 | 272,428 |
| Less: accumulated depreciation | - | (4,983) | (9,738) | (565) | (62) | - | (15,348) |
| Net book amount | 8,714 | 129,658 | 74,585 | 814 | 499 | 42,810 | 257,080 |
| Six months ended 30 June 2021 | |||||||
| Opening net book amount | 8,714 | 129,658 | 74,585 | 814 | 499 | 42,810 | 257,080 |
| Additions | - | 54 | 13 | 44 | 138 | 20,865 | 21,114 |
| Reclassifications | - | 20,609 | 12,308 | 26 | - | (32,943) | - |
| Disposals | - | - | - | (47) | - | - | (47) |
| Depreciation charge | - | (2,721) | (4,371) | (114) | (116) | - | (7,322) |
| Reversed depreciation | - | - | - | 42 | - | - | 42 |
| Net exchange rate differences | - | (469) | (599) | (7) | - | 69 | (1,006) |
| Closing net book amount | 8,714 | 147,131 | 81,936 | 758 | 521 | 30,801 | 269,861 |
| At 30 June 2021 | |||||||
| Cost | 8,714 | 154,835 | 96,045 | 1,395 | 699 | 30,801 | 292,489 |
| Less: accumulated depreciation | - | (7,704) | (14,109) | (637) | (178) | - | (22,628) |
| Net book amount | 8,714 | 147,131 | 81,936 | 758 | 521 | 30,801 | 269,861 |
| Unaudited (USD 1,000) | Land | Buildings | Production, plant, and machinery |
Equipment and other movables |
Software | Assets under construction |
Total |
|---|---|---|---|---|---|---|---|
| At 1 January 2020 | |||||||
| Cost | 8,714 | 15,218 | 22,840 | 1,019 | 180 | 167,070 | 215,041 |
| Less: accumulated depreciation | - | (1,317) | (3,746) | (362) | - | - | (5,425) |
| Net book amount | 8,714 | 13,901 | 19,094 | 657 | 180 | 167,070 | 209,616 |
| Year ended 31 December 2020 | |||||||
| Opening net book amount | 8,714 | 13,901 | 19,094 | 657 | 180 | 167,070 | 209,616 |
| Additions | - | - | - | 223 | 382 | 53,950 | 54,555 |
| Reclassifications | - | 118,109 | 60,042 | 115 | - | (178,266) | - |
| Disposals | - | - | (341) | - | - | - | (341) |
| Depreciation charge | - | (3,666) | (6,054) | (203) | (62) | - | (9,985) |
| Reversed depreciation | - | - | 62 | - | - | - | 135 |
| Net exchange rate differences | - | 1,314 | 1,782 | 22 | (1) | 56 | 3,173 |
| Closing net book amount | 8,714 | 129,658 | 74,585 | 814 | 499 | 42,810 | 257,153 |
| At 31 December 2020 | |||||||
| Cost | 8,714 | 134,641 | 84,323 | 1,379 | 561 | 42,810 | 272,428 |
| Less: accumulated depreciation | - | (4,983) | (9,738) | (565) | (62) | - | (15,348) |
| Net book amount | 8,714 | 129,658 | 74,585 | 814 | 499 | 42,810 | 257,080 |
The Group's depreciation and amortization consisted of the following:
| Unaudited (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| Fixed asset depreciation and amortization Right of use depreciation Changes in biomass |
7,322 223 (55) |
1,278 11 - |
9,846 153 (3,254) |
| Depreciation and amortization | 7,490 | 1,289 | 6,745 |
The depreciation and amortization expense on the Group's accompanying consolidated statements of operations is presented net of depreciation attributed to changes in in biomass.
Financial instruments consisted of the following:
| Financial assets Unaudited (USD 1,000) |
Amortized cost |
Fair value through OCI |
Total |
|---|---|---|---|
| As of 30 June 2021 | |||
| Trade and other receivables* | 2,510 | - | 2,510 |
| Cash | 88,390 | - | 88,390 |
| Restricted cash (short-term) | 470 | - | 470 |
| Other investments | - | 6 | 6 |
| Total financial assets | 91,370 | 6 | 91,376 |
| As of 30 June 2020 Trade and other receivables* |
|||
| Cash | 693 10,815 |
- - |
693 10,815 |
| Restricted cash (short-term) | 332 | - | 332 |
| Other investments | - | 11 | 11 |
| Total financial assets | 11,840 | 11 | 11,851 |
| As of 31 December 2020 | |||
| Trade and other receivables* | 1,899 | - | 1,899 |
| Cash | 28,523 | - | 28,523 |
| Restricted cash (short-term) | 386 | - | 386 |
| Other investments | - | 7 | 7 |
| Total financial assets | 30,808 | 7 | 30,815 |
| * Prepayments are not included in trade and other payables. | |||
| Financial liabilities | |||
| Unaudited (USD 1,000) | Amortized cost |
Fair value through OCI |
Total |
| As of 30 June 2021 | |||
| Trade and other payables* | 16,964 51,156 |
- - |
16,964 51,156 |
| Borrowings | |||
| Total financial liabilities | 68,120 | - | 68,120 |
| As of 30 June 2020 | |||
| Trade and other payables* | 17,012 | - | 17,012 |
| Borrowings | 71,116 | - | 71,116 |
| Total financial liabilities | 88,128 | - | 88,128 |
| As of 31 December 2020 | |||
| Trade and other payables* | 10,771 | - | 10,771 |
* Prepayments are not included in trade and other payables.
Borrowings
Total financial liabilities
| Cash and restricted cash (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| A+ or better | 88,860 | 11,147 | 28,909 |
51,156 61,927 - - 51,156 61,927
On 28 January 2021, the Group's 2020 DNB Credit Facility was amended to increase the total credit facility from USD 150m to USD 200m comprising of the existing USD 50m USA Term Loan, USD 16m USA RCF, USD 4m DK RCF, USD 32m committed term loan for Phase 2 capital expenditures, and a USD 98m uncommitted accordion facility on the same terms and conditions as the Group's committed term loans. Further, the Group syndicated a portion of its existing credit facility to Farm Credit of Florida, ACA as part of its strategy to increase its access to lenders. The senior secured debt facility is labeled "Green" in line with the criteria listed in the Group's Green Finance Framework, where the Group has received a second party opinion from CICERO Shades of Green, giving the framework a Medium Green score and confirming its alignment with the LMA/LSTA Green Loan Principles. As of 30 June 2021, the amended 2020 DNB Credit Facility carried an annualized borrowing rate of LIBOR plus an applicable margin determined by a grid (4.5% as of 30 June 2021). The margin grid calls for a maximum of 4.5% and allows for a lower margin upon reaching certain milestones.
| Unaudited (USD 1,000) | 30 June 2021 | 30 June 2020 | 31 Dec 2020 |
|---|---|---|---|
| ASUS has an amended USD 50m term loan with DNB (the "USA Term Loan"). The USA Term Loan bears an amended interest rate of LIBOR plus an applicable margin (4.5% at 30 June 2021) and the maturity date was amended to 21 April 2023. USD 50m was outstanding on the USA Term Loan as of 30 June 2021. |
50,000 | 69,960 | 50,000 |
| ASUS has an amended three-year USD 16m revolving credit facility commitment with DNB (the ""USA RCF""). The USA RCF will finance ASUS' working capital requirements, and no funds were outstanding as of 30 June 2021. |
- | - | - |
| ASDK has a three-year USD 4m revolving credit facility commitment with DNB (the ""DK RCF""). The DK RCF will finance ASDK's working capital requirements, and no funds were outstanding as of 30 June 2021. |
- | - | - |
| ASUS has a two-year loan payable (the "PPP Loan") to PNC Bank, National Association ("PNC"). The PPP Loan was obtained on April 2020 under the paycheck Protection Program (the "Program") as part of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act passed in March 2020. The PPP Loan bears an interest rate of 1% and matures on April 2022. Payment is deferred for the first six months at which point the outstanding principal of the PPP Loan that is not unforgiven under the Program is payable to the maturity date. |
1,156 | 1,156 | 1,156 |
| Total borrowings | 51,156 | 71,116 | 51,156 |
| Less: short-term portion of borrowings | (1,156) | - | - |
| Long-term portion of borrowings | 50,000 | 71,116 | 51,156 |
The total number of shares issued and outstanding consisted of the following:
| 30 June 2021 | ||
|---|---|---|
| Shareholder | Number of shares |
% of shares |
| Alsco AS | 9,699,540 | 10.66% |
| Skagen Kon-Tiki Verdipapirfond | 4,931,417 | 5.42% |
| Vatne Equity AS | 4,552,778 | 5.00% |
| The Bank of New York Mellon | 4,199,153 | 4.61% |
| Morgan Stanley & Co. Int. Plc. | 3,477,991 | 3.82% |
| UBS Switzerland AG | 2,924,486 | 3.21% |
| The Northern Trust Comp, London Branch | 2,474,000 | 2.72% |
| J.P. Morgan Bank Luxembourg S.A. (Handelsbanken Nordiska Smabolag) | 2,342,370 | 2.57% |
| RBC Investor Services Bank S.A. | 2,336,457 | 2.57% |
| State Street Bank and Trust Comp (Omnibus F) | 2,296,308 | 2.52% |
| Citibank, N.A. | 2,204,276 | 2.42% |
| State Street Bank and Trust Comp (Omnibus A) | 1,905,447 | 2.09% |
| U.S. Bank National Association | 1,827,504 | 2.01% |
| BNP Paribas Securities Services | 1,736,397 | 1.91% |
| Joh Johannson Eiendom AS | 1,698,967 | 1.87% |
| Pershing LLC | 1,412,525 | 1.55% |
| J.P. Morgan Bank Luxembourg S.A. (Handelsbanken Hallbar Energi) | 1,273,311 | 1.40% |
| Lani Invest AS | 1,197,997 | 1.32% |
| Skøien AS | 1,150,000 | 1.26% |
| JEA Invest AS | 1,073,770 | 1.18% |
| Total number of shares attributed to the 20 largest shareholders Total number of shares attributed to other shareholders |
54,714,694 36,298,857 91,013,551 |
60.12% 39.88% |
| Total number of shares issued and outstanding | 100.00% |
On 28 January 2021, the Group authorized a share capital increase of approximately NOK 5k through the issuance of 50,000 new shares with a par value of NOK 0.10 pursuant to an authorization granted by the Group's AGM on 20 June 2019. The new shares were subscribed on 10 February 2021 at a price of NOK 28 per share pursuant to an employee share option agreement.
On 3 June 2021, the Group raised approximately NOK 1,016m (USD 121m) in gross proceeds through a private placement of 10,300,000 new shares, at a price per share of NOK 98.60, which is approximately equal to the last closing price on 2 June 2021. Net proceeds from the transaction were NOK 985m (USD 119m).
In January 2021, ASUS experienced a breakdown in its internal chiller plant causing temporary temperature instability. As a result, ASUS incurred USD 7.4m in short-term costs including temporary rental chillers and generators. The amounts exclude any future insurance or claim proceeds and are included as part of other operating expenses in the accompanying consolidated statements of operations.
On 9 July 2021, ASDK experienced an incident in one of its grow-out systems in the Denmark Bluehouse that resulted in approximately 400 tons (HOG) of fish is expected to be lost, equivalent of around 17% of annualized harvest volumes from the Denmark facility at steady state production. Other independent systems in the Denmark Bluehouse were unaffected. While ASDK is currently in the process of assessing the complete financial impact of the event, the fish would have been harvestable in the second half of 2021 and the direct financial impact of the incident after expected insurance proceeds is estimated to USD 3 million. The Group's preliminary analysis, which remains subject to change, indicates that maintenance work performed in the filtration system caused water quality to quickly deteriorate, resulting in elevated mortality. Atlantic Sapphire is continuously improving its operating procedures to ensure that all actions taken by the farm operators do not pose a risk to the stability of the systems, therefore impacting the fish. To minimize the risk of a similar incident reoccurring, the Group has updated certain operating procedures and such changes will take effect immediately. Further, the system in question had a larger standing biomass than the grow-out systems in the USA (split in two). The Denmark facility had not been split in two, because this modification was not practically possible with the farm fully stocked with fish. Now this modification is possible and will be performed, which will reduce the impact of such an event in the future.
Recent developments with respect to the COVID-19-virus (the "Coronavirus"), an infectious virus closely related to the SARS virus, may impact regulatory, supply chain, and construction operations of the Group. As of the date of this report, deliveries of oxygen in Florida are in extremely high demand from health and public safety customers. Limited supply of oxygen in the USA, coupled with USA federal working hour restrictions on truck drivers, has constrained their ability to deliver oxygen. This is expected to be ongoing for the next few weeks. Ultimately, the consequences and timeline of the Coronavirus are still unclear and the overall effect on the business is uncertain.

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