Quarterly Report • Feb 21, 2017
Quarterly Report
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Financial Report Q4 2016 and preliminary figures for 2016
| Key figures for the group 03 | |
|---|---|
| Q4 2016 04 | |
| Operating segments 04 | |
| Cash Flows Q4 2016 06 | |
| Cash flows 201607 | |
| Balance sheet as at 31.12.2016 07 | |
| Risks and uncertainties 07 | |
| Shareholders 08 | |
| Market and outlook 08 | |
| Income statement 10 | |
| Condensed statement of comprehensive income 10 | |
| Statement of financial position 11 | |
| Condensed statement of changes in equity 11 | |
| Cash flow statement 12 | |
| Note 1 Accounting policies 13 | |
| Note 2 Related party transactions 13 | |
| Note 3 Biological assets 13 | |
| Note 4 Operating segments 15 | |
| Note 5 Associates 16 | |
| Note 6 Business combinations 17 | |
| Note 7 List of the 20 Largest shareholders 19 |
Austevoll Seafood ASA
Alfabygget N-5392 Storebø NORWAY
www.auss.no
High prices generate high earnings for Farming segment
Positive conclusion to pelagic season in the North Atlantic and the anchoveta season in Peru
Lerøy Seafood Group ASA (LSG) acquired 100% ownership of Havfisk and Norway Seafoods Group (NWSF) in Q4
The Board of Directors proposes a dividend payment of NOK 2.50 per share for 2016, in line with the company's dividend policy
| All figures in NOK 1,000 | Q4 2016 | Q4 2015 | 2016 | 2015 |
|---|---|---|---|---|
| Operating revenue | 5 329 664 | 3 828 573 | 18 911 523 | 15 273 494 |
| EBITDA | 1 300 949 | 502 723 | 3 880 831 | 2 244 076 |
| EBITDA% | 24 % | 13 % | 21 % | 15 % |
| EBIT | 930 844 | 177 586 | 2 912 911 | 1 386 436 |
| Pre tax profit | 2 657 988 | 941 062 | 4 682 581 | 1 572 137 |
| Earnings per share (EPS) from continuing operations | 4,42 | 1,91 | 8,17 | 3,59 |
| Total assets | 35 001 403 | 25 793 964 | 35 001 403 | 25 793 964 |
| Equity | 18 212 820 | 13 610 808 | 18 212 820 | 13 610 808 |
| Equity ratio | 52 % | 53 % | 52 % | 53 % |
| Net interest bearing debt (NIBD)/ | 5 492 880 | 4 838 160 | 5 492 880 | 4 838 160 |
Group operating revenue in Q4 2016 totalled NOK 5,330 million, compared with NOK 3,829 million in Q4 2015.
Revenue saw an increase in both the Farming segment (Atlantic salmon/trout) and for fish caught in the wild (pelagic/white fish).
EBITDA in Q4 2016 was NOK 1,301 million, up from NOK 503 million in the same quarter of 2015. The increase in EBITDA was mainly generated by the Farming segment.
EBIT before fair value adjustment of biomass in Q4 2016 was NOK 931 million (Q4 2015: NOK 178 million).
EBIT after fair value adjustment of biological assets in Q4 2016 was NOK 2,565 million (Q4 2015: NOK 942 million). Fair value adjustment of biomass totalled NOK 1,634 million in Q4 2016 (Q4 2015: NOK 764 million). Write-downs were carried out in the quarter on non-current assets that are not part of scheduled production for 2017. Net write-downs in Q4 2016 were NOK 128 million.
Income from associates in Q4 2016 totalled NOK 152 million (Q4 2015: NOK 94 million). The increase in income in Q4 2016 when compared with the same quarter of 2015 is mainly generated by Norskott Havbruk AS. The largest associates are Norskott Havbruk AS (owner of the Scotland-based fish farming company Scottish Sea Farms Ltd.) and Pelagia AS. The Group's associates are generating positive results and represent substantial value.
The Group's net interest expense in Q4 2016 totalled NOK 74 million (Q4 2015: NOK 53 million).
Profit before tax and biomass adjustment for Q4 2016 amounted to NOK 1,005 million, compared with NOK 169 million in Q4 2015.
Profit before tax for the quarter totalled NOK 2,658 million (Q4 2015: NOK 941 million). Profit after tax was NOK 2,149 million (Q4 2015: NOK 809 million).
Austral Group S.A.A. (Austral) is involved in fishing, production of fishmeal and oil, and consumer products. Austral holds 6.87% of the total quota for anchoveta in Central/North Peru, and just under 4% of the quota in South Peru. In addition, the company has fishing rights for horse mackerel and mackerel. Anchoveta is used to produce fishmeal and oil, while horse mackerel/mackerel is fished for consumer products.
The main fishing seasons for anchoveta in Central/North Peru are from April to July and November to January.
Fishmeal and oil are produced in four factories, located in Coishco, Chancay, Pisco and Ilo. The company also produces consumer products in facilities that share premises with the fishmeal and fish oil factories in Coishco and Pisco.
The second anchoveta fishing season in Central /North Peru started on 15 November. After a slow start, the catches improved from mid-December. The main catches in this season have been concentrated in North Peru. Approximately 67% of the total quota of 137,900 tonnes had been caught by the end of December 2016. By the end of the season on 26 January 2017, the company had fished its entire quota.
Sales of fishmeal and fish oil totalled approx. 15,500 tonnes in Q4 2016. Of this figure, 10,000 tonnes originated from first-season production and 5,500 tonnes from second-season production. By comparison, fishmeal and fish oil sales in Q4 2015 totalled approx. 2,700 tonnes. At the end of December 2016, the company had approx. 23,700 tonnes of fishmeal and oil on stock, compared with approx. 19,600 tonnes at the end of December 2015.
Operating revenue in Q4 2016 totalled NOK 285 million (Q4 2015: NOK 71 million) and EBITDA was NOK 17 million (Q4 2015: NOK -26 million).
Peru is one of the largest producers of fishmeal and oil in the world. Production volumes in Peru normally have a direct influence on the global prices for fishmeal. The El Niño weather phenomenon has had an impact on operations in the past three years, causing lower quotas and difficult operating conditions. Looking forward, there are indications that the temperatures in Peru will be neutral in relation to El Niño.
Foodcorp Chile S.A. (FC) is involved in fishing, consumer products, and production of fishmeal and oil. FC has a quota of 9.1% for horse mackerel in South Chile in addition to a quota for sardine/anchoveta.
All FC's facilities share the same premises in Coronel.
The main season for horse mackerel fishing is from December to July. The main season for sardine/anchoveta fishing is divided into two periods. The first season starts in March and ends in July/
August. The second season normally starts in October/November.
During the quarter, the company has caught approx. 5,800 tonnes of horse mackerel. This comprised the company's own remaining quota of approx. 300 tonnes plus the purchase of third-party quotas.
Throughout 2016, the coastal fleet has experienced difficult conditions for fishing sardine/anchoveta. These have been caused by El Niño and harsh weather conditions for the fleet during the winter. The weather has had an impact on the company's receipt of raw materials in 2016.
The company has had good access to squid in 2016, just under 17,000 tonnes.
Once again in 2016, parts of the main markets for frozen horse mackerel have seen currency restrictions, and these have had a negative impact on the company's margins.
Operating revenue in Q4 2016 totalled NOK 81 million (Q4 2015: NOK 143 million) and EBITDA was negative at NOK -5 million (Q4 2015: NOK -3 million). Write-downs were carried out in the quarter on non-current assets that are not part of scheduled production for 2017. These write-downs related mainly to assets for production of canned goods, and totalled NOK 149 million.
There has been a marked decline in fishing for horse mackerel in Chile since 2008/2009. International fish stock management was introduced in 2012, along with the first total quota. Responsibility for fish stock management is assigned to the South Pacific Regional Fisheries Management Organization. The quotas established in subsequent years have only seen a minor increase, in order to safeguard the build-up in biomass. We are confident that the current practice of conservative management lays the foundations for a sustainable biomass in the long term and, consequently, increased activities for the Group's business in Chile.
In Q4 2016, LSG reported operating revenue of NOK 4,924 million (Q4 2015: NOK 3,563 million) and EBITDA before fair value adjustment of biomass of NOK 1,170 million (Q4 2015: NOK 478 million).
Havfisk and NWSF were both acquired on 31 August 2016 and – as a result of the transactions – have both been consolidated into LSG with effect from 1 September 2016.
A total 39,143 tonnes gutted weight of salmon and trout were
harvested in Q4 2016, down 6% in volume from the same period of 2015, when the corresponding figure was 41,697 tonnes.
The spot price for whole superior salmon in Q4 2016 was up 47% compared with the same quarter of 2015. Prices realised by the company in 2016 were significantly and negatively impacted by the relatively high share of contracts with prices below spot price, in addition to the challenges faced in Central Norway in the third quarter. The share of contracts in Q4 2016 was 44%. The contract prices were somewhat higher than in Q3 2016, but significantly lower than the spot prices in the quarter. The spot prices for trout have seen a substantial improvement throughout the second half of 2016, but remained lower than prices realised for salmon in the fourth quarter. The company's realised prices for trout in Q4 2016 were around NOK 4/kg lower than for salmon.
Release from stock costs were lower in Q4 2016 compared with Q3 2016, but remain at a very high level historically. One important driver here is higher feed costs, but the extremely high direct and indirect costs related to measures to comply with the statutory limits for salmon lice are also a significant factor for cost developments. The company has implemented a number of measures and investments aiming to reduce production costs for salmon and trout in the long term.
As expected, Lerøy Midt's release from stock costs in Q4 2016 continue to be affected by the challenging situation in the region in the autumn of 2016. This will continue to have an effect on harvested volume and cost level. The Group expects costs in 2017 to be higher than normal.
Lerøy Sjøtroll is enjoying a period of growth, although the costs incurred for prevention and treatment of lice remain high. There is considerable potential to reduce these costs, but the Group currently estimates that the cost level in 2017 will remain practically the same as in Q4 2016.
Release from stock costs for Lerøy Aurora in Q4 2016 were substantially lower than in Q3 2016. At the time of writing, the cost level in this region is expected to remain relatively stable in to 2017.
LSG has a total of 146 licences: 26 in Troms, 57 in Central Norway and 63 in West Norway. In addition, the company owns Norsk Oppdrettsservice AS, a producer of cleaner fish.
Havfisk and NWSF were both acquired on 31 August 2016 and – as a result of the transactions – have both been consolidated into LSG with effect from 1 September 2016.
Significant changes were made to the operation of NWSF in Q4 2016. With effect from 1 January 2017, all sales and logistics are coordinated with the Group's marketing department in Bergen as part of the business transfer. Some reorganisation costs are to be expected in 2017 in connection with the transfer, but efforts are well under way to integrate the businesses in order to exploit synergy effects and economies of scale. NWSF's business in Denmark has been sold to Seafood International, a corporation in which Lerøy Seafood Group aims to hold 33% of the shares.
The contribution from Havfisk and NWSF in terms of operating profit (EBIT) in Q4 2016 amounted to NOK 76 million.
LSG has made significant investments in increased capacity for high-value processing (VAP) of salmon and trout in recent years, and the acquisition of NWSF has afforded the company a considerable boost to its processing capacity for white fish. The volatile prices for salmon have been and remain a challenge for processing activities, and the company continues its efforts to adapt to the expectation of permanently high raw material prices.
The Sales & Distribution segment plays a key role in the company's ambition to boost demand for seafood by launching new products and pioneering new markets. The company not only sells seafood from its white fish segment and its own production of salmon and trout, but also has a high level of sales activity in cooperation with third parties, ensuring a wide product range for the company within seafood. As part of its overall strategy, the company has also made significant investments in processing facilities, in order to be able to drive a "revolution" in the distribution of fresh seafood. These investments have been made in what are known as "fish-cuts", processing facilities where freshness, service and proximity to the customer are key. Today, the company has a number of fish-cut facilities across Europe. For further information please see LSGs presentation for Q4 2016.
BRBI owns two combined pelagic ring net/trawling vessels, each with 650 basic tonnes for ring nets and 1,425 trawling quota for blue whiting. In addition, the company owns a ring net vessel with 471 basic tonnes. The company also has one vessel fishing for snow crab and one vessel being rebuilt to fish for snow crab. In addition, BRBI owns seven licences for farming Atlantic salmon/trout in Hordaland.
In Q4 2016, the BRBI segment reported operating revenue of NOK 270 million (Q4 2015: NOK 182 million) and EBITDA before fair value adjustment of biomass of NOK 126 million (Q4 2015: NOK 50 million). As normal, the ring net vessels had a high level of activity in the fourth quarter. Mackerel fishing started at the end of September and the vessels also caught their remaining quota of herring in the quarter.
Catches of snow crab were lower in the second half of the year than the first half. The vessel has caught approx. 739 tonnes of snow crab in total in 2016, 577 tonnes of which were caught during the first half and 162 tonnes in the second half of the year.
The harvest volume for salmon in Q4 2016 was 2,511 tonnes, compared with 2,724 tonnes in Q4 2015. Prices realised for salmon in the quarter were very good, and the company sells all its production volume on the spot market. As previously mentioned, the release from stock costs for the harvested volume in the second half of the year are higher than the corresponding figures in the first half of the year.
In accordance with IFRS 11, AUSS' consolidated financial statements report the joint venture Pelagia AS as an associate. In the notes to the financial statements for this segment (Note 4) and in the description of the segment in this report, the financial information comprises 50% of Pelagia AS' total revenue, EBITDA, EBIT and sales volume. This corresponds to AUSS' equity interest in Pelagia AS.
Revenue for the quarter was NOK 1,050 million (Q4 2015: NOK 1,053 million) and EBITDA was NOK 102 million (Q4 2015: NOK 111 million).
As normal, the fourth quarter was the high season for Pelagia. Within consumer products, the mackerel fishing season started in mid-September and the facility has mainly received mackerel and herring in Q4 2016. Production of fishmeal and fish oil has mainly comprised receipt of cuttings from the consumer product facilities. Total receipt of raw materials in the Group (100%) for fishmeal/FPC and fish oil production was approx. 167,000 tonnes for the quarter, compared with approx. 178,000 tonnes in the same quarter of 2015. The volume of raw materials received for consumer products was 114,000 tonnes, compared with 151,000 tonnes in 2015.
Cash flow from operating activities for the fourth quarter 2016 was NOK 818 million (Q4 2015: NOK 80 million). Cash flow from investing activities for Q4 2016 was NOK -1,374 million (Q4 2015: NOK -443 million). LSG acquired further shares in Havfisk and NWSF in the quarter, at a total cost of NOK 1,000 million. Subsequent to these transactions and at year-end, LSG owns 100% of the shares in Havfisk and NWSF. Cash flow from financing activities for Q4 2016 was NOK 862 million (Q4 2015: NOK 411 million). This cash flow is affected by external financing obtained for the acquisition of Havfisk and NWSF. Net change in cash for the Group in Q4 2016 was NOK 305 million (Q4 2015: NOK 47 million).
The Group's cash and cash equivalents at the end of Q4 2016 totalled NOK 3,745 million, compared with NOK 2,470 million at the end of Q4 2015.
Havfisk and NWSF were acquired by LSG at the end of August 2016, and the companies have been consolidated into the Group with effect from September 2016.
The Group reported operating revenue of NOK 18,912 million in 2016 (2015: NOK 15,273 million). EBITDA before fair value adjustment of biomass in 2016 was NOK 3,881 million (2015: NOK 2,244 million).
The increase in revenue can mainly be attributed to the businesses in the Farming segment, but has also been impacted by the consolidation of Havfisk and NWSF. The increase in EBITDA can mainly be attributed to the Farming segment, a result of very good prices realised for Atlantic salmon. EBIT before fair value adjustment of biomass in 2016 was NOK 2,913 million (2015: NOK 1,386 million). Write-downs were carried out on non-current assets that are not intended for use in 2017 – in principle, assets related to production of canned goods in Chile. The fair value adjustment of biomass was positive at NOK 1,549 million in 2016, with the corresponding figure in 2015 NOK 247 million. EBIT after fair value adjustment of biomass in 2016 was NOK 4,462 million (2015: NOK 1,633 million).
Income from associates in 2016 totalled NOK 459 million (2015: NOK 264 million). The difference in income from associates can mainly be attributed to the increased result reported by Norskott Havbruk AS.
The Group's net interest expense in 2016 totalled NOK 252 million (2015: NOK 223 million).
Profit before tax and biomass adjustment for 2016 was NOK 3,085 million, against a corresponding figure in 2015 of NOK 1,334 million.
Profit after tax for 2016 was NOK 3,708 million (2015: NOK 1,283 million).
Bearing in mind the prevailing framework conditions, including e.g. limited fishing in Peru, Chile and the challenges within farming in Central Norway in the autumn of 2016, the Board of Directors is essentially satisfied with the Group's results for 2016. The Board of Directors would like to take this opportunity to thank all the Group's employees for their hard work in 2016.
Cash flow from operating activities in 2016 was NOK 3,249 million (2015: NOK 1,211 million). Cash flow from investing activities in 2016 was NOK -2,758 million (2015: NOK -938 million). Cash flow from investing activities was affected by LSG's acquisition of 100% of the shares in Havfisk ASA and Norway Seafoods Group ASA. In addition, AUSS completed the sale of LSG shares in the first quarter and LSG sold treasury shares in the second quarter. Cash flow from financing activities in 2016 was NOK 786 million (2015: NOK -19 million). Cash flow from financing activities was impacted by the private placement carried out by LSG in June 2016. A total of 5 million new LSG shares were issued at a price of NOK 415.00 per share. The Group paid dividends of NOK 1,695 million in 2016 compared with NOK 684 million in 2015. Net change in cash for the Group in 2016 was NOK 1,277 million (2015: NOK 254 million). The Group's cash and cash equivalents at the end of December 2016 totalled NOK 3,745 million compared with NOK 2,470 million at the end of December 2015.
The Group had a balance sheet total at the end of December 2016 of NOK 35,001 million compared with NOK 25,794 million at the end of December 2015. The Group's balance sheet total at the end of September 2016 was NOK 31,024 million. The increase in the Group's balance sheet total was impacted by the consolidation of Havfisk and NWSF with effect from September 2016.
The Group is financially sound with book equity at 31 December 2016 of NOK 18,213 million, equivalent to an equity ratio of 52%. At 31 December 2015, the book equity for the Group was NOK 13,611 million, equivalent to an equity ratio of 53%.
The Group had net interest-bearing debt totalling NOK 5,493 million at the end of Q4 2016, compared with NOK 4,838 million at the end of the same quarter last year.
Net interest-bearing debt at the end of Q4 2016 was affected by the Group's further acquisitions to hold 100% of the shares in Havfisk and NWSF, totalling NOK 1 billion.
The parent company is financially sound, with book equity of NOK 4,192 million (NOK 4,441 million) and net interest-bearing debt of NOK 580 million (NOK 604 million) at 31 December 2016. The company has good access to external financing on competitive terms.
The Group's risk exposure is described in the Annual Report 2015. The Group's activities are essentially global and will always be impacted to varying degrees by developments in the global economy. In light of the turmoil in the global economy in recent years, including trade barriers and geopolitical risk, the general consensus is that macroeconomic uncertainty is still greater than normal. Although this situation may have negative effects on the real economy in most markets, we are confident that AUSS' core activities are founded on long-term sustainable assets within interesting segments of the global seafood industry.
The Group is exposed to risk related to the value of the Group's assets. Risk arises mainly as a result of changes in the prices of raw materials and finished products, to the extent that these changes impact the company's competitiveness and earnings potential over time. Operational factors, such as marine biomass, fishing conditions and price trends for the Group's input factors, are other key parameters that have an impact on risk for the Group.
Changes in fishing patterns and quota adjustments mean fluctuations in catch volumes from quarter to quarter and year to year, and hence in utilisation of the Group's production facilities. The seasonal fluctuations in catch volumes cause similar fluctuations in the quarterly key figures.
After LSG's acquisition of Havfisk and NWSF, the Group has substantial exposure in relation to catches of wild fish according to Norwegian quotas. The Group faces political risk involving management by the authorities, including framework conditions for aquaculture and licence terms related to the legislation governing fisheries. A number of amendments have recently been proposed that may imply regulations impacting on the activities of the two companies.
In the approval granted by the Ministry of Trade, Industry and Fisheries, LSG's ownership of Havfisk and NWSF is linked to the ownership approved when the application was submitted, thereby requiring approval of any changes in ownership not covered by the exemption granted by the Ministry. The nationality requirement in section 5 of the Act relating to the right to participate in fishing must also be met. Please refer to note 6 to the interim report for more detailed information on the above.
The majority of the Group's debt is at floating interest rates, but fixed-rate contracts have been entered into for approx. 12% of the Group's interest-bearing debt.
The Group is exposed to fluctuations in foreign exchange rates, particularly the EUR, GBP, USD, Chilean peso and Peruvian sol. Measures to reduce this risk in the short term include forward contracts and multi-currency overdraft facilities. Furthermore, parts of the long-term debt are adjusted in relation to earnings in the same currency.
The company had 4,819 shareholders as of 31 December 2016. The number of shareholders at the start of the period was 4,887.
The share price at the start of the fourth quarter was NOK 67.25 and NOK 83.75 at the end of the quarter.
A list of the 20 largest shareholders can be found in Note 7.
In Europe, the fourth quarter is normally a good quarter for production. Price level for fishmeal in Europe have been stable in 2016 but with a decline in the fourth quarter. The second fishing season in Peru opened on 15 November, and the total quota was for 2 million tonnes, within the normal range for quotas for this season. The total quota for the corresponding period of 2015 was 1.1 million tonnes, due to the uncertainty around the measurements taken by IMARPE prior to season start. Increased quotas have been announced for 2017 for the species of fish used for fishmeal and fish oil in Europe. Realised prices for fishmeal FOB Peru (superprime) are currently USD 1,490, while CIF Hamburg prices for fishmeal (standard 64%/65%) are USD 1,350.
The Group's production of consumer products takes place in Europe and South America. In Europe, the season for herring and capelin is, as normal, in the period from January to April, and the season for North Sea herring from May onwards. The mackerel season normally starts in September, and the remaining quotas for herring are also caught from September onwards. The first half of the year is the season for horse mackerel in South America. The ban on imports into Russia and the import quotas and currency restrictions on sales to Nigeria have required the companies to actively seek alternative markets for those products traditionally sold mainly to Russia and Nigeria. We note that the Group's products are faring well in competition with alternative sources of protein.
Production, sale and distribution of salmon, trout and white fish At the time of writing, it appears that there are limited opportunities for growth in the global supply of salmon and trout in the next few years.
In light of the market prospects and the segment's potential for improvements in own production, the outlook is good. Salmon lice prevention costs are expected to increase in 2017, while costs related to treatment are expected to fall. There is significant potential for reductions in treatment costs, and the Group has a clearly defined strategy and goal to realise this potential, while acknowledging that it is difficult to specify a timeline for such a development.
LSG has been a driver towards the end market via its fully integrated value chain, product development, increased traceability and availability, particularly for salmon. The company has also launched equivalent products for white fish, and is noticing the same trends as for salmon and trout. The Group is confident that there is considerable value generation potential in further developing the white fish market, including increasing capacity utilisation in LSG's downstream activities. The investments in Havfisk and NWSF play an important role in achieving LSG's vision of being the leading and most profitable global supplier of quality sustainable seafood.
The Group is financially sound, has shown good development and currently has a strong position on a number of seafood markets worldwide. The Group's strategy going forward is to continue to grow and further develop within its current operating segments. The Group has and shall continue to have the financial flexibility to support its strategy of further organic growth, carry out strategic acquisitions and sustain the company's dividend policy.
The Group's strong position within the global seafood industry gives grounds for a positive outlook for the Group's future development.
Storebø, 20 February 2017 The Board of Directors of Austevoll Seafood ASA
Chairman of the Board
Deputy Chairman of the Board
CEO
| All figures in NOK 1.000 | Note | Q4 2016 | Q4 2015 | 2016 | 2015 |
|---|---|---|---|---|---|
| Operating revenue | 4 | 5 329 664 | 3 828 573 | 18 911 523 | 15 273 494 |
| Raw material and consumables used | 2 509 272 | 2 349 887 | 10 522 582 | 9 373 171 | |
| Salaries and personnel expenses | 742 892 | 505 639 | 2 229 746 | 1 797 059 | |
| Other operating expenses | 776 551 | 470 324 | 2 278 364 | 1 859 188 | |
| Operating profit before depreciation (EBITDA) | 1 300 949 | 502 723 | 3 880 831 | 2 244 076 | |
| Depreciation and amortisation | 242 585 | 210 986 | 845 126 | 749 754 | |
| Impairment | 127 520 | 114 151 | 122 794 | 107 886 | |
| EBIT before fair value biomass adjustment | 930 844 | 177 586 | 2 912 911 | 1 386 436 | |
| Fair value adjustment biomass | 3 | 1 634 360 | 763 943 | 1 549 449 | 246 567 |
| Operating profit | 2 565 204 | 941 529 | 4 462 360 | 1 633 003 | |
| Income from associated companies | 151 699 | 93 838 | 459 498 | 264 279 | |
| Net interest expenses | -73 719 | -53 437 | -251 644 | -223 215 | |
| Net other financial items (incl. agio/disagio) | 14 804 | -40 868 | 12 367 | -101 930 | |
| Profit before tax | 2 657 988 | 941 062 | 4 682 581 | 1 572 137 | |
| Income tax expenses | -508 683 | -131 803 | -974 607 | -289 031 | |
| Net profit | 2 149 305 | 809 259 | 3 707 974 | 1 283 106 | |
| Profit to non-controlling interest | 1 257 229 | 425 465 | 2 063 069 | 560 863 | |
| Profit to controlling interests | 892 076 | 383 794 | 1 644 905 | 722 243 | |
| Earnings per share (EPS) | 4,42 | 1,91 | 8,17 | 3,59 | |
| Diluted EPS | 4,42 | 1,91 | 8,17 | 3,59 |
| All figures in NOK 1.000 | Q4 2016 | Q4 2015 | 2016 | 2015 |
|---|---|---|---|---|
| Net earnings in the period | 2 149 305 | 809 259 | 3 707 974 | 1 283 106 |
| Other comprehensive income | ||||
| Currency translation differences | 156 507 | 60 518 | -224 901 | 419 618 |
| Other comprehensive income from associated companies | - | - | ||
| Cash flow hedges | 29 070 | -1 548 | 38 091 | 45 127 |
| Change in value available for sale financial assets | - | - | ||
| Others incl. tax effect | -4 755 | -1 631 | 7 556 | -14 552 |
| Total other comprehensive income | 180 822 | 57 339 | -179 254 | 450 193 |
| Comprehensive income in the period | 2 330 127 | 866 598 | 3 528 720 | 1 733 299 |
| Allocated to; | ||||
| Minority interests | 1 286 820 | 436 649 | 1 984 792 | 616 348 |
| Majority interests | 1 043 307 | 429 949 | 1 543 928 | 1 116 951 |
| All figures in NOK 1.000 | Note | 31.12.2016 | 31.12.2015 |
|---|---|---|---|
| Assets | |||
| Intangible assets | 11 746 906 | 8 115 351 | |
| Vessels | 1 992 120 | 949 354 | |
| Property, plant and equipment | 4 698 944 | 4 581 699 | |
| Investments in associated companies | 5 | 1 710 001 | 1 766 591 |
| Investments in other shares | 33 821 | 33 428 | |
| Other long-term receivables | 120 842 | 61 159 | |
| Total non-current assets | 20 302 634 | 15 507 582 | |
| Inventories | 3 | 7 878 681 | 5 539 913 |
| Accounts receivable | 2 340 495 | 1 655 026 | |
| Other current receivables | 734 205 | 621 048 | |
| Cash and cash equivalents | 3 745 388 | 2 470 395 | |
| Total current assets | 14 698 769 | 10 286 382 | |
| Total assets | 35 001 403 | 25 793 964 | |
| Equity and liabilities | |||
| Share capital | 101 359 | 101 359 | |
| Own shares | -18 312 | -35 306 | |
| Share premium | 3 713 549 | 3 713 549 | |
| Retained earnings and other reserves | 5 451 621 | 5 256 429 | |
| Non-controlling interests | 8 964 603 | 4 574 777 | |
| Total equity | 18 212 820 | 13 610 808 | |
| Deferred tax liabilities | 3 986 198 | 2 731 728 | |
| Pensions and other obligations | 146 067 | 154 385 | |
| Borrowings | 7 065 191 | 5 322 635 | |
| Other long-term liabilities | 33 927 | 29 693 | |
| Total non-current liabilities | 11 231 383 | 8 238 441 | |
| Short term borrowings | 1 350 926 | 1 078 286 | |
| Overdraft facilities | 788 224 | 877 941 | |
| Account payable | 1 500 089 | 1 004 075 | |
| Other current liabilities | 1 917 961 | 984 413 | |
| Total current liabilities | 5 557 200 | 3 944 715 | |
| Total liabilities | 16 788 583 | 12 183 156 | |
| Total equity and liabilities | 35 001 403 | 25 793 964 | |
| NIBD | 5 492 880 | 4 838 160 | |
| Equity ratio | 52 % | 53 % |
| All figures in NOK 1.000 | 31.12.2016 | 31.12.2015 |
|---|---|---|
| Equity period start | 13 610 808 | 12 360 106 |
| Comprehensive income in the period | 3 528 720 | 1 733 299 |
| Dividends | -1 757 525 | -684 061 |
| Business combinations/acquisition | 947 016 | 201 464 |
| Transactions with non-controlling interest | 1 883 801 | - |
| Effect option programme | - | - |
| Other | - | - |
| Total changes in equity in the period | 4 602 012 | 1 250 702 |
| Equity at period end | 18 212 820 | 13 610 808 |
| All figures in NOK 1.000 | Q4 2016 | Q4 2015 | 2016 | 2015 |
|---|---|---|---|---|
| Cash flow from operating activities | ||||
| Profit before income taxes | 2 657 988 | 941 062 | 4 682 581 | 1 572 137 |
| Fair value adjustment of biological assets | -1 634 360 | -763 943 | -1 549 449 | -246 567 |
| Taxes paid in the period | -22 942 | -27 245 | -249 323 | -427 611 |
| Depreciation and amortisation | 242 585 | 210 986 | 845 126 | 749 754 |
| Impairments | 127 520 | 114 151 | 122 794 | 107 886 |
| Associated companies - net | -151 698 | -93 838 | -459 498 | -264 279 |
| Interest expense | 88 601 | 66 094 | 297 631 | 261 532 |
| Interest income | -14 882 | -12 657 | -45 987 | -38 317 |
| Change in inventories | -306 394 | -218 833 | -241 520 | -557 886 |
| Change in receivables | -447 482 | 18 902 | -492 985 | 94 476 |
| Change in payables | 68 096 | -255 501 | 391 699 | -181 541 |
| Other operating cash flow incl currency exchange | 210 816 | 100 621 | -51 984 | 141 544 |
| Net cash flow from operating activities | 817 848 | 79 799 | 3 249 085 | 1 211 128 |
| Cash flow from investing activities | ||||
| Purchase of intangible and fixed assets | -411 424 | -485 764 | -1 142 494 | -1 125 674 |
| Purchase of shares and equity investments | -1 023 799 | -19 737 | -3 419 408 | -149 080 |
| Proceeds from sale of fixed assets/equity investments | 39 692 | 52 653 | 1 202 045 | 101 692 |
| Cash inflow from business combinations | - | 521 | 288 311 | 12 858 |
| Dividend received | 26 500 | - | 278 800 | 174 000 |
| Interest income | 14 882 | 12 657 | 45 987 | 38 317 |
| Other investing activities - net | -19 924 | -3 639 | -11 193 | 10 141 |
| Net cash flow from investing activities | -1 374 073 | -443 309 | -2 757 952 | -937 746 |
| Cash flow from financing activities | ||||
| Proceeds from new long term debt | 1 408 764 | 396 487 | 2 866 555 | 1 379 786 |
| Repayment of long term debt | -851 336 | -128 597 | -1 946 937 | -734 557 |
| Change in short term debt | 396 495 | 203 323 | -176 746 | 275 754 |
| Interest paid | -91 971 | -60 445 | -313 517 | -255 959 |
| Dividends paid | -434 | - | -1 695 079 | -684 061 |
| Other finance cash flow - net | - | - | 2 051 658 | |
| Net cash flow from financing activities | 861 518 | 410 768 | 785 934 | -19 037 |
| Net change in cash and cash equivalents | 305 293 | 47 258 | 1 277 067 | 254 345 |
| Cash, and cash equivalents at start of period | 3 434 052 | 2 420 080 | 2 470 222 | 2 198 148 |
| Exchange gains/losses (-) | 5 853 | 2 882 | -2 091 | 17 727 |
| Cash and cash equivalents at period end | 3 745 198 | 2 470 220 | 3 745 198 | 2 470 220 |
This interim report has been prepared in accordance with International Financial Reporting Standards (IFRS) and the related standard for interim financial reporting (IAS 34). The interim financial statements, including historical comparative amounts, are based on current IFRS standards and interpretations. Changes in the standards and interpretations may result in changes to the result. The interim report has been prepared in accordance with the same policies applied to the most recent annual report, but does not contain all the information and notes required for an annual report. This report must therefore be read in the context of the company's most recent annual report (2015).
There were related party transactions in Q4 2016. Related party transactions take place on market terms, and the relevant types of transactions are described in more detail in the Annual Report 2015.
The group recognises and measures biological assets (fish in sea) at fair value. For roe, fry, smolt and cleaner fish, historical cost provides the best estimate of fair value. For salmon and trout, including parent fish, a present value model is applied to estimate fair value. This is a new model, but the change does not constitute a change in accounting principle. The change must be viewed within the context of the request by the Financial Supervisory Authority of Norway for the industry to develop and make the transition to such a model. This request was submitted as a report issued subsequent to the conclusion of the targeted review in 2015, during which six fish farming companies in Norway were reviewed, including Lerøy Seafood Group. The report issued in November 2015 is available in full on the website of the Financial Supervisory Authority.
The present value model now applied replaces the former growth model. Any impact on the financial statements is recognised as a change in accounting estimates. In relation to the former growth model, the transition to the new estimate model has resulted in an increase in stock value of NOK 716 million. The net effect on the income statement – minus the increase in provisions for loss-making (onerous) contracts – is NOK 432 million.
The fair value of fish in the sea is estimated as a function of the estimated biomass at the time of release from stock, multiplied by the estimated sales price. For fish not ready for harvest, a deduction is made to cover estimated residual costs to grow the fish to harvest weight. The cash flow is discounted monthly by a discount rate. The discount rate comprises three main components: (1) the risk of incidents that have an effect on cash flow, (2) hypothetical licence lease and (3) the time value of money.
Estimated biomass (volume) is based on the actual number of individuals in the sea on the balance sheet date, adjusted to cover projected mortality up to harvest time and multiplied by the estimated harvest weight per individual at harvest time. The measurement unit is the individual fish. However, for practical reasons, these estimates are carried out individually per locality. The live weight of fish in the sea is translated to gutted weight in order to arrive at the same measurement unit as for pricing.
Pricing is based on the Fishpool forward prices. The forward price for the month in which the fish is expected to be harvested is applied in order to estimate cash flow. The price stipulated by Fishpool is adjusted to take into account export costs and clearing costs, and represents the reference price. This price is then adjusted to account for estimated harvesting cost (well boat, slaughter and boxing) and transport to Oslo. Adjustments are also made for any projected differences in size and quality. The adjustments to the reference price are made individually per locality. Joint regional parameters are applied, unless factors specific to an individual locality require otherwise.
Valuation and classification are based on the principle of highest and best use according to IFRS 13. The actual market price per kilo may vary in relation to fish weight. When estimating fair value, the optimal harvest weight – or the weight when the fish is ready for harvest – is defined as the live weight that results in a gutted weight of 4 kg. This corresponds to a
live weight of 4.8 kg. The optimal harvest weight may, however, be lowered slightly if required by factors at an individual locality (biological challenges etc.). When it comes to valuation, only fish that have achieved a live weight greater than 4.8 kg are classified as ready for harvest.
The Group enters into contracts related to future deliveries of salmon and trout. As biological assets are recognised at fair value, the fair value adjustment of the biological assets will be included in the estimated expenses required to fulfil the contract. This implies that the Group may experience loss-making (onerous) contracts according to IAS 37 even if the contract price for physical delivery contracts is higher than the actual production cost for the products. In such a scenario, a provision is made for the estimated negative value. The provision is classified in the financial statements as other short-term debt.
The fair value adjustment recognised in the income statement for the period related to biological assets comprises (1) value adjustment of biological assets, (2) change in fair value (provision) related to loss-making contracts and (3) change in unrealised gain/loss related to financial sale and purchase contracts (derivatives) for fish in Fishpool. The Fishpool contracts are treated as financial instruments on the balance sheet, where unrealised gain is classified as other short-term receivables and unrealised loss as other short-term debt.
Lerøy Seafood Group ASA
| Carrying amount of biological assets | 2016 | 2015 | ||
|---|---|---|---|---|
| Fish in sea at historic cost | 3 440 355 | 3 105 620 | ||
| FV adjustment fish in sea | 2 701 099 | 971 070 | ||
| Fair value fish in sea | 6 141 454 | 4 076 689 | ||
| Fry, brood, smolt and cleaning fish | 276 859 | 244 141 | ||
| Carrying amount of biological assets | 6 418 313 | 4 320 830 | ||
| Total biological assets at historic cost | 3 717 214 | 3 349 760 | ||
| FV adjustment on biological assets | 2 701 099 | 971 070 | ||
| Carrying amount of biological assets | 6 418 313 | 4 320 830 | ||
| Carrying amount on onerous contracts (liability) | ||||
| Carrying amount of onerous contracts | 284 381 | - | ||
| Fair value adjustment | Q4 2016 | Q4 2015 | 2016 | 2015 |
| Change FV adj. biological assets | 1 780 725 | 686 042 | 1 730 028 | 186 524 |
| Change in onerous contracts, biomass | -284 381 | - | -284 381 | - |
| Change in FV on fishpool contracts | 19 951 | 3 099 | 24 914 | 1 984 |
| Fair value adjustments related to biomass | 1 516 295 | 689 141 | 1 470 561 | 188 508 |
Both harvested volume and growth in the table below are based on a recalculation from gutted weight (GWT) to life weight (LWT). In the recalculation a loss of 16% is used for both salmon and salmon trout. The table includes salmon and trout.
| Volume of fish in sea (LWT) | Q4 2016 | Q4 2015 | 2016 | 2015 |
|---|---|---|---|---|
| Volume at beginning of period | 100 565 | 104 840 | 108 270 | 107 505 |
| Business combinations | - | - | - | - |
| Growth during the period | 54 447 | 53 029 | 178 931 | 187 136 |
| Harvested volume during the period | -46 599 | -49 599 | -178 788 | -186 371 |
| Volume at end of period | 108 413 | 108 270 | 108 413 | 108 270 |
| Fish > 4kg | 41 933 | 31 686 | ||
| Fish > 4,8kg | 15 786 | 11 348 |
| Carrying amount of biological assets | 2016 | 2015 | ||
|---|---|---|---|---|
| Fish in sea at historic cost | 176 748 | 172 475 | ||
| FV adjustment fish in sea | 160 070 | 81 182 | ||
| Fair value fish in sea | - | - | 336 818 | 253 657 |
| Fry, brood and smolt | - | - | ||
| Carrying amount of biological assets | - | - | 336 818 | 253 657 |
| Fair value adjustment | Q4 2016 | Q4 2015 | 2016 | 2015 |
| Change IFRS adj. biolocigal assets | 118 065 | 74 802 | 78 888 | 58 059 |
| Change IFRS adj. derivatives | - | - | - | - |
| FV adj. biological assets | 118 065 | 74 802 | 78 888 | 58 059 |
Both harvested volume and growth in the table below are based on a recalculation from gutted weight (GWT) to life weight (LWT). In the recalculation a loss of 16% is used for both salmon and salmon trout.
| Volume of fish in sea (LWT) | Q4 2016 | Q4 2015 | 2016 | 2015 |
|---|---|---|---|---|
| Volume at beginning of period | 5 863 | 5 797 | 5 755 | 5 893 |
| Growht during the period | 2 899 | 3 279 | 9 636 | 8 947 |
| Harvested volume during the period | -3 074 | -3 321 | -9 703 | -9 085 |
| Volume at end of period | 5 688 | 5 755 | 5 688 | 5 755 |
| Fish > 4kg | 1 102 | 3 421 | ||
| Fish > 4.8kg | - | - |
| Pelagia AS | ||||||||
|---|---|---|---|---|---|---|---|---|
| Lerøy | Austral | Foodcorp | Br. | (50% of | Total Group | |||
| All figures in | Seafood | Group | Chile | Birkeland | Other/ | figures and | incl. Pelagia | |
| NOK 1.000 | Group ASA | S.A.A | S.A | AS | eliminations | Total Group | volumes) | AS (50%) |
| Q4 2016 | ||||||||
| Operating revenue | 4 924 478 | 285 395 | 80 519 | 269 862 | -230 590 | 5 329 664 | 1 049 564 | 6 379 228 |
| EBITDA | 1 170 054 | 17 000 | -5 318 | 125 689 | -6 477 | 1 300 948 | 102 093 | 1 403 041 |
| EBITDA% | 24 % | 6 % | -7 % | 47 % | 24 % | 10 % | 22 % | |
| EBIT ex. Impairment | 1 017 342 | -32 160 | -24 222 | 109 634 | -12 231 | 1 058 363 | 79 891 | 1 138 254 |
| EBIT | 1 017 342 | -10 516 | -173 386 | 109 634 | -12 230 | 930 844 | 79 891 | 1 010 735 |
| Volumes sold: | ||||||||
| Salmon (gwt tonnes) | 39 143 | 2 511 | 41 654 | 41 654 | ||||
| Fishmeal/oil/FPC (tonnes) | 15 461 | 1 457 | 16 918 | 20 700 | 37 618 | |||
| Frozen fish (tonnes) | 6 252 | 5 681 | 11 933 | 50 800 | 62 733 | |||
| Canning (cases) | - | 3 565 | 3 565 | 3 565 | ||||
| Q4 2015 (restated) | ||||||||
| Operating revenue | 3 563 473 | 70 757 | 142 876 | 182 128 | -130 661 | 3 828 573 | 1 052 933 | 4 881 506 |
| EBITDA | 477 607 | -26 260 | -3 200 | 49 993 | 4 583 | 502 723 | 110 656 | 613 379 |
| EBITDA% | 13 % | -37 % | -2 % | 27 % | 13 % | 11 % | 13 % | |
| EBIT ex. Impairment | 352 759 | -68 512 | -20 234 | 28 576 | -852 | 291 737 | 86 133 | 377 870 |
| EBIT | 352 759 | -66 455 | -136 442 | 28 576 | -852 | 177 586 | 86 133 | 263 719 |
| Volumes sold: | ||||||||
| Salmon (gwt tonnes) | 41 697 | 2 724 | 44 421 | 44 421 | ||||
| Fishmeal/oil/FPC (tonnes) | 2 732 | 5 504 | 8 236 | 22 200 | 30 436 | |||
| Frozen fish (tonnes) | - | 2 110 | 2 110 | 65 300 | 67 410 | |||
| Canning (cases) | 53 790 | 5 590 | 59 380 | 59 380 | ||||
| Pelagia AS | ||||||||
|---|---|---|---|---|---|---|---|---|
| Lerøy | Austral | Foodcorp | Br. | (50% of | Total Group | |||
| All figures in | Seafood | Group | Chile | Birkeland | Other/ | figures and | incl. Pelagia | |
| NOK 1.000 | Group ASA | S.A.A | S.A | AS | eliminations | Total Group | volumes) | AS (50%) |
| 2016 | ||||||||
| Operating revenue | 17 269 735 | 1 020 483 | 425 333 | 789 702 | -593 730 | 18 911 523 | 2 879 204 | 21 790 727 |
| EBITDA | 3 355 089 | 140 105 | 31 135 | 344 541 | 9 961 | 3 880 831 | 314 098 | 4 194 929 |
| EBITDA% | 19 % | 14 % | 7 % | 44 % | 21 % | 11 % | 19 % | |
| EBIT ex. Impairment | 2 843 469 | -35 189 | -37 797 | 277 279 | -12 057 | 3 035 705 | 232 110 | 3 267 815 |
| EBIT | 2 843 469 | -8 819 | -186 961 | 277 279 | -12 057 | 2 912 911 | 232 110 | 3 145 021 |
| Volumes sold: | ||||||||
| Salmon (gwt tonnes) | 150 182 | 8 093 | 158 275 | 158 275 | ||||
| Fishmeal/oil/FPC (tonnes) | 62 125 | 13 219 | 75 344 | 77 850 | 153 194 | |||
| Frozen fish/fresh (tonnes) | 7 788 | 21 869 | 29 657 | 132 300 | 161 957 | |||
| Canning (cases) | 26 185 | 23 788 | 49 973 | 49 973 | ||||
| 2015 | ||||||||
| Operating revenue | 13 484 931 | 1 091 246 | 490 263 | 520 433 | -313 379 | 15 273 494 | 3 045 981 | 18 319 475 |
| EBITDA | 1 813 868 | 272 637 | 46 747 | 106 398 | 4 425 | 2 244 075 | 358 710 | 2 602 785 |
| EBITDA% | 13 % | 25 % | 10 % | 20 % | 15 % | 12 % | 14 % | |
| EBIT ex. Impairment | 1 379 952 | 108 983 | -17 596 | 39 276 | -16 294 | 1 494 321 | 274 191 | 1 768 512 |
| EBIT | 1 379 952 | 117 305 | -133 804 | 39 276 | -16 293 | 1 386 436 | 274 191 | 1 660 627 |
| Volumes sold: | ||||||||
| Salmon (gwt tonnes) | 157 697 | 7 746 | 165 443 | 165 443 | ||||
| Fishmeal/oil/FPC (tonnes) | 63 070 | 12 107 | 75 177 | 97 400 | 172 577 | |||
| Frozen fish/fresh (tonnes) | 26 | 11 968 | 11 994 | 152 000 | 163 994 | |||
| Canning (cases) | 351 543 | 23 609 | 375 152 | 375 152 | ||||
| Q4 2016 | Q4 2015 | 2 016 | 2 015 | ||
|---|---|---|---|---|---|
| Norskott Havbruk AS | 50.0% | 76 074 | 13 493 | 238 804 | 41 408 |
| Pelagia AS | 50.0% | 74 598 | 71 851 | 193 415 | 203 322 |
| Others | 1 027 | 8 494 | 27 279 | 19 549 | |
| Total income from ass.companies | 151 699 | 93 838 | 459 498 | 264 279 | |
| Total investment | 1 710 001 | 1 766 591 |
On 2 June 2016, Lerøy Seafood Group ASA (LSG) signed an agreement with Aker Capital AS and Aker Capital II for the acquisition of 53,501,793 shares in Havfisk ASA (Havfisk), and 62,293,254 shares in Norway Seafoods Group AS (NWSF). LSG has also committed to the acquisition of a further 1,026,632 shares in Havfisk from Fausken Invest AS. These acquisitions represented 64.4% and 73.6% of the total share capital in Havfisk and NWSF respectively. One condition for execution of the agreement was that the Ministry of Trade, Industry and Fisheries and relevant competition authorities approved the transaction. The purchase prices agreed upon were NOK 36.50 per share in Havfisk and NOK 1.00 per share in NWSF.
The final requisite statutory approval was obtained at the end of August, and the shares were transferred to LSG on 31 August 2016. This date represents the control date. Consequently, only results earned by the acquired enterprises from and including September 2016 will be included in LSG's figures. If the consolidation had taken place with effect from 1 January 2016, the Group's income would have been higher by NOK 2.3 billion and the Group's operating profit would have been higher by NOK 0.2 billion.
On the date of consolidation, 67.4% of the shares in Havfisk and 73.6% of the shares in NWSF had been acquired. Completion triggered a mandatory offer of NOK 36.50 per share for the outstanding shares in Havfisk. LSG also made a voluntary offer of NOK 1.00 per share for the remaining outstanding shares in NWSF. Once the deadline for acceptance had expired on 17 October 2016, LSG had acquired a sufficient number of shares to implement compulsory redemption. The legal resolution to enforce redemption was adopted and the shareholders notified, such that 100% control of both companies was achieved effective 27 October 2016. The price per share was the same as for the voluntary offer. The total consideration for 100% of the shares in the two companies was NOK 3.2 billion. As part of the financing for the transactions, LSG sold 300,000 treasury shares in June 2016 and carried out a private placement involving the issue of 5,000,000 new shares. The two transactions generated NOK 2.2 billion in extra cash for the Group in Q2 2016. Further financing of NOK 1 billion for the redemption of non-controlling interests was established by taking out a loan with a bank in the fourth quarter.
The cost of the share issue and expenses related to the sale of treasury shares in connection with the equity funding of the acquisition – totalling NOK 25 million after tax – are classified as a reduction in equity. Other acquisition costs are charged to profit.
The acquisitions have provided a substantial boost to LSG's position within the European white fish segment, and ensured access to more than 100,000 tonnes of white fish raw material. Thanks to LSG's well-established integrated value chain for salmon, there is significant potential for future value generation by means of further developing the market for white fish, and thereby achieving the position of leading supplier of fresh/"refreshed" seafood with a full range of seafood products.
LSG perceives the two acquired enterprises plus their subsidiaries to be so closely integrated with each other that they must be considered as one in relation to the business combination. Havfisk's licences come with certain commitments. One condition for the use of the licences is that Havfisk fulfils certain commitments related to the onshore plants in North Norway operated by NWSF. These commitments cover supply, operations and processing.
Havfisk – and NWSF to a limited extent – is involved in fishing in Norway pursuant to the provisions in inter alia the Act relating to the right to participate in fishing and catches (Participant Act)*.
The Participant Act stipulates inter alia that any changes to ownership of a company that directly or indirectly owns fishing vessels requires approval by the relevant authorities. The Ministry of Trade, Industry and Fisheries' approval of LSG's acquisition of the majority shareholding in Havfisk AS was granted on the basis of LSG's ownership on the date of the approval. The approval also states that no new applications are required for future changes in ownership of Havfisk, LSG and AUSS provided that LSG continues to own minimum 60% of the shares in Havfisk and that AUSS continues to own minimum 50% of the shares in LSG. However, the approval does not allow for changes in ownership that result in Laco AS directly owning less than 55.55% of the shares in AUSS. Any significant changes in ownership in Laco AS also require approval.
The approval also requires continuation of the prevailing terms related to permits for the vessels and structural quotas, in addition to compliance with the nationality requirement in section 5 of the Participant Act. Pursuant to the nationality requirement in section 5 of the Participant Act, operating permits can only be granted to parties that are Norwegian citizens or have status that equals Norwegian citizenship. According to the second paragraph letra a) of the provision, limited companies, public limited companies and other companies with limited liability have equal status to Norwegian citizens when the company's head office and Board of Directors are located in Norway, when the majority of the Board members, including the Chairman of the Board, are Norwegian citizens resident in Norway and who have lived in Norway for the last two years, and when Norwegian citizens own shares or stocks corresponding to minimum 6/10 of the company's capital and have voting rights in the company with minimum 6/10 of the votes. Havfisk, LSG and AUSS are obliged to submit an overview twice a year detailing the company's shareholders, including specification of the shares held by foreign shareholders.
Ultimately, a breach of the above-mentioned licence provisions could result in Havfisk losing its licence rights.
| Priliminary excess value analysis (100%) | Acquisition balance |
Eliminations | Excess value and goodwill |
Consolidated figures |
|---|---|---|---|---|
| Intangibles | 764 675 | -3 919 | 3 000 366 | 3 761 122 |
| Fixed assets | 1 271 609 | -179 952 | 1 091 657 | |
| Financial assets | 265 344 | -205 483 | 0 | 59 861 |
| Inventory | 255 702 | -2 284 | 253 418 | |
| Short term receivables | 305 679 | -115 | -157 | 305 407 |
| Cash in bank | 288 311 | 0 | 288 311 | |
| Total assets | 3 151 321 | -209 517 | 2 817 973 | 5 759 777 |
| Equity | 1 045 604 | 19 975 | 2 106 785 | 3 172 364 |
| Deferred tax | 194 385 | 6 658 | 682 845 | 883 888 |
| Non-current liabilities | 1 309 336 | -214 420 | 0 | 1 094 916 |
| Current liabilities | 601 996 | -21 730 | 28 343 | 608 609 |
| Total equity and liabilities | 3 151 321 | -209 517 | 2 817 973 | 5 759 777 |
In the table above, intercompany balances between Havfisk group and NWSF group are eliminated. Differences in net book value related to intercompany balances, rights and liabilities, derived from earlier impairment losses before acquisition date, are eliminated against equity in the purchase price allocation.
| CI * | NCI ** | total |
|---|---|---|
| 705 211 | 340 394 | 1 045 604 |
| 13 284 | 6 691 | 19 975 |
| 1 425 558 | 681 228 | 2 106 785 |
| 2 144 053 | 1 028 312 | 3 172 365 |
| 2 144 053 | 1 028 312 | 3 172 365 |
| -2 144 053 | -1 028 312 | -3 172 365 |
| 0 | 0 | 0 |
* KI = Kontrollerende eierinteresser (majoritet)
** IKE = Ikke-kontrollerende eierinteresser (minoritet)
| Investor | Number of shares | % of top 20 | % of total |
|---|---|---|---|
| LACO AS | 112 605 876 | 76.99% | 55.55% |
| STATE STREET BANK AND TRUST COMPANY A/C CLIENT FUND NUMBER OM80 | 6 543 636 | 4.47% | 3.23% |
| STATE STREET BANK AND TRUST COMPANY A/C CLIENT OMNIBUS F | 4 838 666 | 3.31% | 2.39% |
| PARETO AKSJE NORGE | 2 990 456 | 2.04% | 1.48% |
| FOLKETRYGDFONDET | 1 938 691 | 1.33% | 0.96% |
| OM HOLDING AS | 1 881 850 | 1.29% | 0.93% |
| MITSUI AND CO., LTD | 1 782 236 | 1.22% | 0.88% |
| DANSKE INVEST NORSKE INSTIT. II. | 1 674 929 | 1.15% | 0.83% |
| THE NORTHERN TRUST COMPANY USL NON-TREATY ACCOUNT | 1 155 645 | 0.79% | 0.57% |
| MORGAN STANLEY AND CO. INTL PLC BNY MELLON SA/NV | 1 102 000 | 0.75% | 0.54% |
| MORGAN STANLEY & CO. INTERNATIONAL MS & CO INTL PLC MSIP IPB CL | 1 087 463 | 0.74% | 0.54% |
| CITIBANK, N.A. | 1 072 580 | 0.73% | 0.53% |
| THE BANK OF NEW YORK MELLON N.V. | 1 068 932 | 0.73% | 0.53% |
| STATE STREET BANK AND TRUST COMPANY | 1 029 486 | 0.70% | 0.51% |
| PACTUM AS | 1 000 000 | 0.68% | 0.49% |
| THE NORTHERN TRUST COMPANY, NON-TREATY ACCOUNT | 986 390 | 0.67% | 0.49% |
| PARETO AS | 921 000 | 0.63% | 0.45% |
| AUSTEVOLL SEAFOOD ASA | 893 300 | 0.61% | 0.44% |
| JPMORGAN CHASE BANK, N.A. A/C VANGUARD BBH LENDING ACCOUNT | 848 759 | 0.58% | 0.42% |
| JPMORGAN CHASE BANK, N.A. NORDEA RE:NON-TREATY ACCOUNT | 829 598 | 0.57% | 0.41% |
| Total number owned by top 20 | 146 251 493 | 100 % | 72.15% |
| Total number of shares | 202 717 374 | 100 % |
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