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Aker BioMarine — Interim / Quarterly Report 2021
Oct 29, 2021
3527_rns_2021-10-29_83976136-7a35-4579-956c-a4e1cf25f5a2.pdf
Interim / Quarterly Report
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AKER BIOMARINE
THIRD QUARTER 2021 REPORT
THIS IS AKER BIOMARINE
Aker BioMarine is a leading biotech innovator and Antarctic krill-harvesting company developing krill-derived products for pharma, consumer health and wellness as well as animal nutrition. The company has a strong position in its industry and is the world's leading supplier of krill, the natural, powerful and health promoting source of nutrients from the pristine waters of Antarctica.
Aker BioMarine consists of two business segments, Ingredients and Brands. The Ingredients segment is comprised of offshore harvesting and production, the logistical operation and the onshore manufacturing and sale of krill-derived products globally to the pharmaceutical, nutraceutical, pet food and aquaculture industries. The Brands segment is the human consumer goods business, which is comprised of Lang and Epion. Lang is a producer and distributor of private labels within the vitamin and supplement categories to the largest retailers in the US market. Epion is Aker BioMarine's consumer brand company. Its first brand, Kori, was launched in the US mass market in 2020.
HIGHLIGHTS THIRD QUARTER 2021
- Revenues of USD 62.0 million (compared to USD 70.2 million in the same period last year)
- Adjusted EBITDA of USD 14.6 million (USD 26.8 million), with 24% (38%) Adjusted EBITDA margin in the quarter, with adjustments of USD 2.3 million (USD 5.0 million)
- The sales in Ingredients declined 21% in the quarter versus same period last year. Qrill sales were down 3%, while Superba sales were 42% below same period last year
- A growth plan for Superba is being implemented with several near-term initiatives, including new sales strategies and organization, new claims and new product offerings
- The reach for Kori, our retail brand in the U.S., further increased with two large retailers moving to full distribution in stores in the first quarter 2022. Kori was also launched on Amazon in August
- Harvesting volumes of 7,195 MT in the quarter compared to 8,727 MT same period last year.
- A new record-quarter at the Houston facility with production increasing 24% from same period last year with all-time-low unit cost.
- Refinancing structure agreed with a three-bank syndicate. Improved terms and conditions, as well as increased flexibility related to covenants and dividends
GROUP FINANCIAL SUMMARY
| Third Quarter | Year to date | Year | ||||
|---|---|---|---|---|---|---|
| Amounts in Million of U.S. Dollars | 2021 | 2020 | 2021 | 2020 | 2020 | |
| Net sales | 62.0 | 70.2 | 186.3 | 213.1 | 288.6 | |
| Gross margin | 35 % | 45 % | 37 % | 39 % | 38 % | |
| Operating profit | (2.2) | 9.9 | (8.4) | 10.2 | 7.0 | |
| Net profit (loss) | 13.5 | 2.4 | 0.4 | (8.4) | (5.5) | |
| Adjusted EBITDA* | 14.7 | 26.8 | 40.8 | 57.0 | 78.1 | |
| Cash flow from operations | 11.5 | (34.5) | (5.0) | (38.8) | (51.0) | |
| CAPEX* | (5.7) | (13.9) | (66.0) | (21.8) | (23.7) | |
| Equity | 379.6 | 366.4 | 379.6 | 366.4 | 373.2 | |
| Total assets | 765.5 | 691.2 | 765.5 | 691.2 | 700.4 | |
| Net interest bearing debt | 305.5 | 222.2 | 305.5 | 222.2 | 232.1 |
*) See note 3 and separate disclosure covering the Aker BioMarine Group's use of Alternative Performance Measures (APMs).
OPERATIONAL REVIEW
Ingredients segment
Harvesting was challenging throughout most of the third quarter with ice blocking the entrance to sub-area 48.2, preventing fishing during large parts of August and September. The ice finally moved, and Saga Sea and Antarctic Endurance to produce towards the end of the month. Total offshore production was 7,195 MT for the quarter, 17% below same period last year. The season ended first week of October when the last vessel left for maintenance and upgrades in Montevideo. The new season is expected to start end of November.
The support vessel, La Manche, was sold in September and will undergo ship dismantling by HKC recyclers in Turkey, in compliance with international standards.
There was a continued strong performance at the plant in Houston in the quarter, and the plant reached an all-time-high production with a 24% increase from same period last year and 8% above last quarter. Strong cost management combined with results from the capacity improvement project are driving the unit cost down to record-low levels. As krill oil inventory levels are increasing, the company considers to use the opportunity for a longer shutdown of the Houston plant to carry out certain upgrades, both related to flexibility in the production process and implementation of digital solutions that can further improve the efficiency. The pandemic has been well managed, and strict routines and procedures ensured that no Covid-19 outbreaks have affected the operations.
Ingredients sales were USD 39.8 million for the quarter, down from USD 50.4 million same period last year. The Superba krill oil sales in the quarter were 42% lower at USD 13.3 million compared to the same period last year due to continuous challenges in South Korea and the US market. A growth plan for Superba is currently being implemented. The plan is focused on converting identified, short term opportunities as well as building long term execution capabilities to take out the full potential for krill oil globally. More details will be presented in the Capital Market Update later this year.
For the Qrill category, sales were USD 26.4 million in the quarter, in line with the same period last year, and 6% above last quarter. Sales to Asia amounted to 49% of the total, up from 32% same period last year. There is generally high demand for the Qrill products.
Brands segment
Total sales in Brands were USD 24.8 million, a reduction of 11% from same period last year. Sales in the private label business were stable compared to third quarter 2020 with increased sales to major customers, including Sam's Club, CVS, Costco and Walgreens. Kori sales were down compared to third quarter 2020 as one of the largest retailers is changing their Stock Keeping Unit (SKU) in connection with full store distribution launch early next year, resulting in no new shipments to that customer this quarter.
There were important achievements in Kori, the US consumer brand, in the quarter. The company achieved full physical warehouse distribution in two major retailers, and both retailers will feature pallet promotions as part of the launch in early 2022. In addition, the Kori brand launched at Amazon in August with good sales development at low marketing cost. Lastly, the planogram process for 2022 is ongoing with positive feedback from existing customers so far.
OVERVIEW OF NEWSFLOW DURING THIRD QUARTER AND KEY SUBSEQUENT EVENTS
A selection of the posts below can be found at our homepage: https://www.akerbiomarine.com/news
| Date | New publications and science |
|---|---|
| 7/7 | New study confirms Qrill Aqua in European Seabass diets improves growth, feed efficiency and liver health status |
| 18/8 | Aker BioMarine expands its product portfolio with a Halal-certified krill oil ingredient Aker BioMarine is expanding with Superba SC40, a Halal-certified krill oil product. Superba SC40 will give the company's ingredient customers the possibility to add new target groups |
| 12/9 | New study reveals krill oil's effectiveness in reducing liver and fat tissue inflammation related to obesity |
| 27/9 | New study demonstrating how krill oil may reduce the risk of cardiovascular disease |
| Date | Other news |
|---|---|
| 6/8 | Aker BioMarine inks deal with GEA to supply the process systems for its protein plant in Norway With the signing of an EPC contract for delivery of process equipment with GEA, Aker BioMarine is taking the next step toward commercialization of INVI |
| The Norwegian Tax Appeal Board ruled in favor of Aker BioMarine | |
| 26/8 | The case concerns deductions for losses on receivables, and the disputed amount was NOK 293.2 million which will be added as a tax loss carried forward |
| 17/9 | Aker BioMarine appoints Seth French as new CEO for the company's Brand segment |
| 17/9 | A major retailer has awarded Epion a significant increase in distribution of Kori from Q1 2022 |
| 18/10 | Aker BioMarine appoints Thong Luu as SVP and General Manager to lead Asia operations |
| AAker BioMarine's key patent for krill oil in Europe is validated | |
| 25/10 | The European Patent Office has rejected an opposition against Aker BioMarine's patent 2144618, covering most krill oils available on the European market |
| 28/10 | Partnership with one of the world's highest ranked e-sports teams Aker BioMarine enters into partnership with Heroic to promote krill oil to sharpen the brain |
FINANCIAL REVIEW
The revenue in the quarter was USD 62.0 million, a decrease from USD 70.2 million same period last year. Sales in the Ingredients segment was 21% lower, while sales in the Brands segment was 11% lower.
Revenue distribution in the quarter was 62% for Ingredients and 38% for Brands, compared to 64% and 36% respectively in the same period in 2020. Adjusted EBITDA was USD 14.6 million, a decrease from USD 26.8 million same period last year mainly driven by lower krill oil sales with high margins. Adjusted EBITDA margin for the quarter was 24%, down from 38% same period last year. Adjusted items for the quarter included costs related to organizational restructuring, net proceeds from sale of La Manche and other transaction related costs, totaling USD 2.3 million. For third quarter 2020 total adjustments amounted to USD 5.0 million which included the marketing launch cost for Kori. Marketing cost for Kori is not adjusted out in 2021.
Strong cost management and implementation of cost initiatives have reduced the SG&A cost this quarter with 9% from same period last year despite increased freight rates and unfavorable foreign exchange rates.
In the Ingredients segment, gross margins for Qrill Aqua increased compared to same period last year due to cost improvements, including effects from the fuel hedge. For Superba krill oil, gross margins were slightly down compared to same period last year due to higher cost for krill oil raw materials (Nutra meal). Gross margin for the Ingredients segment was 42% in the quarter, down from 50% same period last year. In the Brands segment, gross margins for the private label business, Lang, were slightly down in the quarter due to customer and product mix. For Epion, the gross margin was slightly up in the quarter compared to same period last year due to lower cost of goods sold. For the Brands segment as a whole, gross margins were 22%, down from 23% same quarter last year. A discontinuation of a Stock Keeping Unit (SKU) at one of the larger retailers, that will shift to a new SKU when launching full physical distribution start of next year, led to a lower Kori POS (Point of Sales) in the quarter. Marketing spend for Kori was USD 1.4 million in the quarter.
Total assets at period-end were USD 765.5 million, up from USD 691.2 million at end of third quarter 2020. The increase relates to inclusion of the service vessel Antarctic Provider which was delivered in February 2021, as well as build-up of inventory of krill oil as a result of strong production in Houston so far this year, combined with lower sales of krill oil.
Total interest-bearing debt was at USD 325.1 million, including IFRS 16 leasing commitments of USD 12.9 million as of 30 September. Cash amounted to USD 19.6 million, implying net interest-bearing debt of USD 305.5 million, up from USD 222.7 million same period last year due to the inclusion of the Antarctic Provider loan facility.
Total available liquidity as of 30 September 2021 was USD 78.6 million (cash and available amounts under the RCF facilities). Lang is debt free as per 30 September, having paid down USD 15.8 million in debt since the acquisition in March 2019.
The company has agreed on a new financing structure with its current bank group and one new bank entering the syndicate. The new facility has a more favorable structure with increased flexibility on covenants, dividends, and indebtedness. The amortization profile is changed as a result of moving from several term loans into a larger corporate revolving credit facility (RCF) and only one term loan for the Endurance vessel. In addition, the new structure includes an uncommitted accordion of USD 100 million. The facility carries the same financial covenants as the old structure, but the leverage covenant threshold (Net interest-bearing debt/LTM Adjusted EBITDA) is increased providing larger headroom for the company medium term. For third quarter 2021 the company is compliant. The facility documentation will be signed and executed during Q4.
Cash flow from operations was positive by USD 11.5 million in the quarter mainly driven by funds from operating activities as well as a positive change in working capital due to higher realization of customer receivables. Net cash flow was positive at USD 7.3 million in the quarter.
As we are moving closer to the end of the four year earn-out period for Lang, also with some visibility into 2022, we have revised the total earn-out estimate down from USD 31.7 million to USD 12.1 million. The lower commitment for the company results in reduced debt and, hence, a financial gain of USD 19.6 million in the quarter booked as net financial item.
Net profit for the quarter was positive by USD 13.5 million.
In the quarter, the company's option contracts for future delivery of fuel in Rotterdam were in-the-money. Based on the volumes consumed in the quarter, the net gain on the contracts were USD 1.5 million recognized as fuel inventory. As a result of lower expected fuel usage, the company has sold a portion of its option contracts to balance the exposure. The sale resulted in a net gain of USD 2.45 million which is booked as other operating income. The unrealized gain for the quarter on the remaining option contracts was negative USD 0.3 million recognized as other comprehensive income. The total fair value of the remaining options was USD 12.8 million booked as derivative asset.
Total equity was USD 379.6 million implying an equity ratio of around 50%.
Risks and uncertainties
The company is exposed to credit, liquidity and interest risk in addition to operational risks and uncertainties relating to harvesting and offshore processing technologies, fluctuations in annual krill harvesting, onshore production processes and product quality, ability to develop new products, and general product sales and market risk.
The company has adopted a risk management policy to identify, measure, and mitigate risks. For a more detailed discussion on risk see the Annual Accounts 2020 Note 20 (Financial risk) and the company prospectus, published 13 April 2021.
OUTLOOK 2021
Aker BioMarine reiterates the guiding for 2021 with expected annual sales to be somewhat below last year's revenue of USD 289 million with an expected adjusted EBITDA margin of 15-17%. Based on third quarter year to date, the company expects harvesting volume for the year to be in the range of 40,000 – 45,000 MT, depending on harvesting conditions in the fourth quarter.
Focus on our strategic innovation projects are continuing: For Lysoveta, the development continues, including securing new commercial and research partnerships. We aim towards having the first commercial supplement product ready by end of 2022. For the pharmaceutical sector, discussions are still ongoing for potential new partnerships as a result of the MD3 cooperation. The company is also exploring other partnership options.
For Aion, there is an ongoing process to spin off the company.
For INVI, pilot production has been established in Tromsø, providing batches for R&D and commercialization purposes. The protein launch plant construction in Ski, Norway has been postponed for about six months due to resource allocations. In the quarter, the company has submitted regulatory applications for UK and Australia.
| Third Quarter | Year to date | Year | ||||
|---|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Note | 2021 | 2020 | 2021 | 2020 | 2020 |
| Net sales | 2 | 61 969 | 70 183 | 186 337 | 213 087 | 288 588 |
| Cost of goods sold | 2 | (40 489) | (37 590) | (117 958) | (129 418) | (179 010) |
| Gross profit | 21 480 | 32 593 | 68 379 | 83 669 | 109 578 | |
| Selling, general and administrative expense | 2 | (21 473) | (23 602) | (63 010) | (67 056) | (86 847) |
| Depreciation, amortization and impairment | 2,5,6 | (5 211) | (4 308) | (16 822) | (12 540) | (17 125) |
| Other operating income | 2 | 2 987 | 5 773 | 3 024 | 7 061 | 2 348 |
| Other operating cost | 2 | - | (585) | - | (954) | (954) |
| Operating profit | (2 218) | 9 871 | (8 430) | 10 180 | 7 000 | |
| Net financial items | 15 562 | (7 364) | 9 463 | (18 191) | (6 312) | |
| Tax expense | 157 | (123) | (592) | (387) | (6 151) | |
| Net profit (loss) | 13 502 | 2 384 | 442 | (8 398) | (5 463) |
Earnings per share to equityholders of Aker BioMarine ASA
| Basic | 0,15 | 0,03 | 0,01 | -0,13 | -0,07 |
|---|---|---|---|---|---|
| Diluted | 0,15 | 0,03 | 0,01 | -0,13 | -0,07 |
INTERIM FINANCIAL STATEMENTS
AKER BIOMARINE GROUP ACCOUNTS
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
| Amounts in thousands of U.S. Dollars | Note | 30.09.2021 | 30.09.2020 | 31.12.2020 |
|---|---|---|---|---|
| ASSETS | ||||
| Property, plant and equipment | 5 | 322 528 | 285 351 | 266 556 |
| Right to use assets | 12 297 | 12 919 | 13 145 | |
| Intangible assets and goodwill | 6 | 172 631 | 192 710 | 180 552 |
| Contract cost | 7 727 | - | 9 167 | |
| Other non-interest-bearing non-current receivables | 6 | 6 079 | 7 761 | |
| Investments in equity-accounted investees | 105 | 131 | 130 | |
| Total non-current assets | 515 295 | 497 190 | 477 311 | |
| Inventories | 7 | 150 376 | 119 415 | 114 559 |
| Trade receivable and prepaid expenses | 67 454 | 61 529 | 97 885 | |
| Derivative assets | 12 783 | - | - | |
| Cash and cash equivalents | 19 589 | 13 055 | 10 678 | |
| Total current assets | 250 203 | 193 999 | 223 121 | |
| Total assets | 765 497 | 691 189 | 700 432 |
LIABILITIES AND OWNERS' EQUITY
| Amounts in thousands of U.S. Dollars | 30.09.2021 | 30.09.2020 | 31.12.2020 |
|---|---|---|---|
| Share capital | 75 853 | 75 853 | 75 853 |
| Other paid-in equity | 493 554 | 493 548 | 493 554 |
| Total paid-in equity | 569 407 | 569 401 | 569 407 |
| Translation differences and other reserves | 143 | 140 | 143 |
| Retained earnings | (189 972) | (203 166) | (196 380) |
| Total equity | 379 578 | 366 375 | 373 170 |
| Interest-bearing debt | 287 821 | 204 391 | 210 578 |
| Other non-interest-bearing non-current liabilities | 17 369 | 50 972 | 45 740 |
| Total non-current liabilities | 305 191 | 255 363 | 256 317 |
| Interest-bearing current liabilities | 37 254 | 30 894 | 32 222 |
| Accounts payable and other payables | 43 476 | 38 557 | 38 723 |
| Total current liabilities | 80 729 | 69 451 | 70 945 |
| Total liabilities | 385 920 | 324 814 | 327 262 |
| Total equity and liabilities | 765 497 | 691 189 | 700 432 |
AKER BIOMARINE GROUP ACCOUNTS
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AKER BIOMARINE GROUP ACCOUNTS
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Third Quarter | Year to date | Year | |||||
|---|---|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Note | 2021 | 2020 | 2021 | 2020 | 2020 | |
| Net profit (loss) | 13 502 | 2 384 | 442 | (8 398) | (5 463) | ||
| Other comprehensive income (loss) | |||||||
| Defined benefit plan income gains (losses) | - | - | - | - | (79) | ||
| Total items that will not be reclassified to profit and loss | - | - | - | - | (79) | ||
| Translation differences | - | - | - | (14) | (11) | ||
| Translation differences from equity accounted investees | - | - | - | - | - | ||
| Total items that may be reclassified subsequently to profit and loss | - | - | - | (14) | (11) | ||
| Change in fair value cash flow hedges | (330) | (3 193) | 6 015 | (3 932) | - | ||
| Total items that will be reclassified to profit and loss | (330) | (3 193) | 6 015 | (3 932) | - | ||
| Total other comprehensive income (loss) | (330) | (3 193) | 6 015 | (3 946) | (90) | ||
| Total comprehensive income (loss) | 13 172 | (809) | 6 456 | (12 344) | (5 553) |
AKER BIOMARINE GROUP ACCOUNTS
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Share | Other paid | Other | Retained | |||
|---|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Share capital | premium | in capital | reserves | earnings | TOTAL |
| Balance as of December 31, 2019 | 68 003 | 312 844 | (35 617) | 154 (190 838) | 154 547 | |
| Net profit (loss) | - | - | - | - | (5 463) | (5 463) |
| Other comprehensive income (loss) | - | - | (11) | (79) | (90) | |
| Total comprehensive income (loss) | - | - | - | (11) | (5 542) | (5 553) |
| Issue of shares | 7 849 | 217 052 | (725) | 224 177 | ||
| Total transactions with owners, recognized directly in equity | 7 849 | 217 052 | (725) | - | - | 224 177 |
| Balance as of December 31, 2020 | 75 853 | 529 896 | (36 342) | 143 (196 380) | 373 170 | |
| Net profit (loss) for the period | - | - | - | - | (13 108) | (13 108) |
| Other comprehensive income (loss) | - | - | - | - | 6 344 | 6 344 |
| Total comprehensive income (loss) for the period | - | - | - | - | (6 764) | (6 764) |
| Balance as of June 30, 2021 | 75 853 | 529 896 | (36 342) | 143 | (203 144) | 366 406 |
| Net profit (loss) for the third quarter | - | - | - | - | 13 502 | 13 502 |
| Other comprehensive income (loss) | - | - | (330) | (330) | ||
| Total comprehensive income (loss) for the quarter | - | - | - | - | 13 172 | 13 172 |
| Balance as of September 30, 2021 | 75 853 | 529 896 | (36 342) | 143 | (189 972) | 379 578 |
AKER BIOMARINE GROUP ACCOUNTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
| Third Quarter | Year to date | ||||
|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | 2021 | 2020 | 2021 | 2020 | 2020 |
| Net profit (loss) after tax | 13 502 | 2 385 | 442 | (8 397) | (5 463) |
| Tax expenses | (157) | 123 | 592 | 387 | 6 151 |
| Net interest and guarantee expenses | 3 497 | 3 537 | 10 018 | 15 390 | 17 861 |
| Interest paid | (2 599) | (18 380) | (8 227) | (27 401) | (30 749) |
| Interest received | 7 | 202 | 10 | 445 | 871 |
| Taxes paid | 388 | 0 | 3 348 | 661 | (2 332) |
| Other P&L items with no cash flow effect | (19 600) | - | (19 600) | - | (6 547) |
| Impairment charges | - | 5 | 3 882 | (1 159) | 43 |
| Depreciation and amortization | 18 032 | 11 962 | 45 291 | 35 488 | 48 247 |
| Foreign exchange loss (gain) | (188) | 1 665 | (308) | (1 262) | 314 |
| Change in accounts receivable, other current receivables, inventories, accounts payable and other |
(1 362) | (36 015) | (40 432) | (52 956) | (79 439) |
| Net cash flow from operating activities | 11 520 | (34 515) | (4 985) | (38 804) | (51 043) |
| Payments for property, plant and equipment | (5 239) | (3 871) | (64 549) | (9 748) | (21 654) |
| Payments for intangibles | (488) | (10 000) | (1 447) | (12 055) | (2 055) |
| Proceeds from sales of property,plant and equipments | - | - | - | 21 793 | 22 012 |
| Investments in subsidiary and associated companies | (3) | - | 22 | (0) | (356) |
| Net cash flow from investing activities | (5 730) | (13 871) | (65 974) | (10) | (2 053) |
| Proceeds from issue of debt and change in overdraft facility | 2 116 | (11 378) | 1 356 | (22 151) | (16 462) |
| Net change in external interest-bearing debt | (566) | (170 380) | 78 510 | (186 764) | (83 757) |
| Net funds from issue of shares | - | - | - | 23 000 | 23 000 |
| Repayments to owners | - | - | - | - | (96 795) |
| Loan from owners | 4 | 224 173 | 4 | 224 173 | 224 178 |
| Net cash flow from financing activities | 1 554 | 42 415 | 79 870 | 38 258 | 50 163 |
| Net change in cash and cash equivalents | 7 344 | (5 972) | 8 911 | (555) | (2 932) |
| Cash and cash equivalents beginning of the period | 12 246 | 19 026 | 10 678 | 13 610 | 13 610 |
| Cash and cash equivalents end of period | 19 589 | 13 055 | 19 589 | 13 055 | 10 678 |
NOTE 1 REPORTING ENTITY
Aker BioMarine ASA is a public limited company with headquarter located in Norway. The Condensed consolidated interim financial statements comprise Aker BioMarine ASA (the Company) and its subsidiaries (the Group). The Group is a global supplier of krill-derived products, with a fully owned supply chain. The operations span from harvesting krill in the Southern Ocean with vessels owned by the Group, distribution world-wide from Uruguay, and further processing into oil-products in the United States.
Basis of accounting
The Group's unaudited interim financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union. The Condensed interim statements are prepared in compliance with the International Accounting Standard (IAS) 34 Interim Financial Reporting and should be read in conjunction with the consolidated financial statements that are part of the Annual Report for 2020. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
The Group's latest Annual Report can be found at https://www. akerbiomarine.com/investor
Judgements, estimates and assumptions
The preparation of the condensed interim financial statements according to IFRS requires management to make judgments, estimates and assumptions each reporting period. The main judgements, estimates and assumptions are described in the Annual consolidated financial statements for 2020 (note 2).
The significant judgements made by management in the preparation of this interim financial report were made applying the same accounting policies and principles as those described within the 2020 annual consolidated financial statements.
NOTE 2 OPERATING SEGMENTS
The Group's operating segments are separately managed and is segregated as they serve different markets. The identified segments are the Ingredients business, and the Brands business, see note 3 in the financial statements for the year ended 31 December 2020, for more information.
The Ingredients segment comprises of offshore harvesting and production, the logistical operation and the onshore manufacturing and sale of krill oil products globally to distributors and feed producers.
The Brands segment is the human consumption distribution business which comprises of Lang and Epion. Lang acquires products derived from krill, fish and plants and packages, labels and sells the products onwards to retailers in the US market. Intangible assets recognized through the acquisition of Lang is presented within "adjustments", and not within the Brands segment.
Segment performance is evaluated based on net revenues, Adjusted EBITDA and net profit.
Segment performance third quarter 2021
| Third Quarter 2021 | ||||
|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL |
| Net sales | 39 821 | 24 806 | (2 658) | 61 969 |
| Cost of goods sold | (23 192) | (19 292) | 1 995 | (40 489) |
| Gross profit | 16 629 | 5 514 | (663) | 21 480 |
| Selling, general and administrative expense | (15 606) | (6 745) | 878 | (21 473) |
| Depreciation, amortization and impairment | (3 557) | (504) | (1 150) | (5 211) |
| Other operating income/(cost), net | 2 987 | - | - | 2 987 |
| Operating profit | 451 | (1 734) | (935) | (2 218) |
| Net financial items | (3 366) | (672) | 19 600 | 15 562 |
| Profit (loss) before tax | (2 915) | (2 406) | 18 665 | 13 344 |
| Tax expense | 730 | (573) | - | 157 |
| Net profit (loss) | (2 185) | (2 979) | 18 665 | 13 502 |
| EBITDA reconciliation | Third Quarter 2021 | ||||
|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL | |
| Net profit (loss) | (2 185) | (2 979) | 18 665 | 13 502 | |
| Tax expense | (730) | 573 | - | (157) | |
| Net financial items | 3 366 | 672 | (19 600) | (15 562) | |
| Depreciation and amortization non-production assets | 3 557 | 504 | 1 150 | 5 211 | |
| Depreciation and amortization production assets 1) | 9 363 | - | - | 9 363 | |
| EBITDA | 13 372 | (1 230) | 215 | 12 357 | |
| Special Operating Items | 2 300 | - | - | 2 300 | |
| Adjusted EBITDA | 15 672 | (1 230) | 215 | 14 656 | |
| Adj EBITDA margin % | 39 % | -5 % | 44 % | 24 % | |
| Gross profit % | 42 % | 22 % | 20 % | 35 % |
1) Included in Cost of Goods Sold
Segment performance year to date 2021
| Amounts in thousands of U.S. Dollars | Year to date 2021 | |||
|---|---|---|---|---|
| Ingredients | Brands | Adj | TOTAL | |
| Net sales | 115 863 | 80 335 | (9 861) | 186 337 |
| Cost of goods sold | (65 669) | (60 938) | 8 648 | (117 958) |
| Gross profit | 50 194 | 19 398 | (1 213) | 68 379 |
| Selling, general and administrative expense | (44 394) | (19 495) | 878 | (63 010) |
| Depreciation, amortization and impairment | (11 786) | (1 575) | (3 461) | (16 822) |
| Other operating income/(cost), net | 3 024 | - | - | 3 024 |
| Operating profit | (2 962) | (1 672) | (3 796) | (8 430) |
| Net financial items | (9 484) | (1 906) | 20 853 | 9 463 |
| Profit (loss) before tax | (12 446) | (3 578) | 17 057 | 1 033 |
| Tax expense | 1 406 | (1 998) | - | (592) |
| Net profit (loss) | (11 040) | (5 576) | 17 057 | 442 |
| EBITDA reconciliation | Year to date 2021 | |||
|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL |
| Net profit (loss) | (11 040) | (5 576) | 17 057 | 442 |
| Tax expense | (1 406) | 1 998 | - | 592 |
| Net financial items | 9 484 | 1 906 | (20 853) | (9 463) |
| Depreciation and amortization non-production assets | 11 786 | 1 575 | 3 461 | 16 822 |
| Depreciation and amortization production assets 1) | 28 894 | - | - | 28 894 |
| EBITDA | 37 719 | (97) | (335) | 37 287 |
| Special Operating Items | 3 532 | - | - | 3 532 |
| Adjusted EBITDA | 41 251 | (97) | (335) | 40 819 |
| 36 % | 0 % | 36 % | 22 % | |
| 43 % | 24 % | 19 % | 37 % |
| mounts in thousands of U.S. Dollars |
|---|
| let profit (loss) |
| Tax expense |
| Net financial items |
| Depreciation and amortization non-production assets |
| Depreciation and amortization production assets 1) |
| BITDA |
| Special Operating Items |
| djusted EBITDA |
| dj EBITDA margin % |
| iross profit % |
1) Included in Cost of Goods Sold
Segment performance Third Quarter 2020
| Amounts in thousands of U.S. Dollars | Third Quarter 2020 | |||
|---|---|---|---|---|
| Ingredients | Brands | Adj | TOTAL | |
| Net sales | 50 397 | 27 782 | (7 995) | 70 183 |
| Cost of goods sold | (25 006) | (21 366) | 8 782 | (37 590) |
| Gross profit | 25 390 | 6 416 | 787 | 32 593 |
| Selling, general and administrative expense | (16 183) | (7 420) | - | (23 602) |
| Depreciation, amortization and impairment | (3 032) | (122) | (1 154) | (4 308) |
| Other operating income/(cost), net | 4 987 | 201 | - | 5 188 |
| Operating profit | 11 163 | (925) | (367) | 9 871 |
| Net financial items | (7 115) | (228) | (21) | (7 364) |
| Profit (loss) before tax | 4 048 | (1 153) | (388) | 2 507 |
| Tax expense | (123) | - | - | (123) |
| Net profit (loss) | 3 925 | (1 153) | (388) | 2 384 |
| EBITDA reconciliation | Third Quarter 2020 | |||
|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL |
| Net profit (loss) | 3 925 | (1 153) | (388) | 2 384 |
| Tax expense | 123 | - | - | 123 |
| Net financial items | 7 115 | 228 | 21 | 7 364 |
| Depreciation and amortization non-production assets | 3 032 | 122 | 1 154 | 4 308 |
| Depreciation and amortization production assets 1) | 7 659 | - | - | 7 659 |
| EBITDA | 21 854 | (803) | 787 | 21 838 |
| Special Operating Items | 667 | 4 315 | - | 4 982 |
| Adjusted EBITDA | 22 521 | 3 512 | 787 | 26 820 |
| Adj EBITDA margin % | 45 % | 13 % | 32 % | 38 % |
| Gross profit % | 50 % | 23 % | 27 % | 46 % |
1) Included in Cost of Goods Sold
Segment performance year to date 2020
| Year to date 2020 | ||||
|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL |
| Net sales | 142 740 | 84 275 | (13 928) | 213 087 |
| Cost of goods sold | (78 370) | (63 430) | 12 382 | (129 418) |
| Gross profit | 64 370 | 20 845 | (1 546) | 83 669 |
| Selling, general and administrative expense | (47 710) | (19 346) | - | (67 056) |
| Depreciation, amortization and impairment | (8 895) | (187) | (3 458) | (12 540) |
| Other operating income/(cost), net | 5 906 | 201 | - | 6 107 |
| Operating profit | 13 671 | 1 513 | (5 004) | 10 180 |
| Net financial items | (15 454) | (569) | (2 169) | (18 191) |
| Profit (loss) before tax | (1 783) | 944 | (7 173) | (8 011) |
| Tax expense | 1 390 | (1 777) | - | (387) |
| Net profit (loss) | (392) | (833) | (7 173) | (8 398) |
| EBITDA reconciliation | Year to date 2020 | ||||
|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL | |
| Net profit (loss) | (392) | (833) | (7 173) | (8 398) | |
| Tax expense | (1 390) | 1 777 | - | 387 | |
| Net financial items | 15 454 | 569 | 2 169 | 18 191 | |
| Depreciation and amortization non-production assets | 8 895 | 187 | 3 458 | 12 540 | |
| Depreciation and amortization production assets 1) | 22 969 | - | - | 22 969 | |
| EBITDA | 45 535 | 1 700 | (1 546) | 45 689 | |
| Special Operating Items | 1 008 | 10 345 | - | 11 353 | |
| Adjusted EBITDA | 46 543 | 12 045 | (1 546) | 57 042 | |
| Adj EBITDA margin % | 33 % | 14 % | 18 % | 27 % | |
| Gross profit % | 45 % | 25 % | 20 % | 39 % | |
1) Included in Cost of Goods Sold
Segment performance Year 2020
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL |
|---|---|---|---|---|
| Net sales | 198 398 | 104 416 | (14 226) | 288 588 |
| Cost of goods sold | (115 468) | (77 596) | 14 054 | (179 010) |
| Gross profit | 82 930 | 26 820 | (172) | 109 578 |
| Selling, general and administrative expense | (57 480) | (29 367) | - | (86 847) |
| Depreciation, amortization and impairment | (12 254) | (261) | (4 610) | (17 125) |
| Other operating income/(cost), net | 1 394 | - | - | 1 394 |
| Operating profit | 14 590 | (2 808) | (4 782) | 7 000 |
| Net financial items | (12 337) | (652) | 6 677 | (6 312) |
| Profit (loss) before tax | 2 254 | (3 461) | 1 895 | 688 |
| Tax expense | (2 811) | (3 340) | - | (6 151) |
| Net profit (loss) | (557) | (6 801) | 1 895 | (5 463) |
| EBITDA reconciliation | Year 2020 | |||
|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | TOTAL |
| Net profit (loss) | (557) | (6 801) | 1 895 | (5 463) |
| Tax expense | 2 811 | 3 340 | - | 6 151 |
| Net financial items | 12 337 | 652 | (6 677) | 6 312 |
| Depreciation and amortization non-production assets | 12 254 | 261 | 4 610 | 17 125 |
| Depreciation and amortization production assets 1) | 32 518 | - | - | 32 518 |
| EBITDA | 59 362 | (2 547) | (172) | 56 643 |
| Special Operating Items | 4 446 | 17 016 | - | 21 462 |
| Adjusted EBITDA | 63 809 | 14 469 | (172) | 78 106 |
| Adj EBITDA margin % | 32 % | 14 % | 18 % | 27 % |
| Gross profit % | 42 % | 26 % | 16 % | 38 % |
| 1) Included in Cost of Goods Sold |
NOTE 3 ADJUSTED EBITDA
The Executive Management Team (EMT) evaluates the performance based on Adjusted EBITDA. This metric is defined as operating profit before depreciation, amortization, write-downs and impairments, and special operating items. Special operating items include gains or losses on sale of assets, if material, restructuring expenses and other material transactions of either non-recurring nature or special in nature compared to ordinary operational income or expenses. See reconciliation and description of the Alternative Performance Measures (APM) included in this report.
As of 31 December, 2020
| Vessels, trans | |||||
|---|---|---|---|---|---|
| portation | Asset under | Buildings | |||
| Amounts in thousands of U.S. Dollars | equipment, etc | Machinery | construction | and Land | TOTAL |
| Acquisition cost as of 1 January, 2020 | 215 303 | 134 009 | 41 222 | 18 559 | 409 092 |
| Investments | 4 145 | 7 088 | 10 355 | 66 | 21 654 |
| Sale of vessel | - | - | (26 336) | - | (26 336) |
| Asset retirements | (1 535) | (2 793) | - | (2) | (4 330) |
| Other reclassifications 1) | (11 307) | 19 033 | (12 760) | - | (5 034) |
| Acquisition cost as of 31 December, 2020 | 206 606 | 157 337 | 12 481 | 18 623 | 395 047 |
| Acc. depreciation and impairment as of 1 January, 2020 | (59 404) | (36 312) | (8 555) | (2 454) | (106 726) |
| Depreciation for the year | (15 751) | (14 571) | - | (554) | (30 875) |
| Sale of vessel | - | - | 5 900 | - | 5 900 |
| Impairment | (1 150) | - | - | (246) | (1 396) |
| Asset retirements | 1 535 | 2 324 | - | - | 3 859 |
| Other reclassifications | 5 071 | (4 324) | - | - | 747 |
| Acc. depreciation and impairment as of 31 December, 2020 | (69 699) | (52 883) | (2 655) | (3 254) | (128 491) |
| Book value as of 31 December, 2020 | 136 907 | 104 454 | 9 826 | 15 369 | 266 556 |
| Depreciation period | 10-30 years |
|---|---|
| Depreciation method | Straight-line |
3-20 years Straight-line
30-50 years Straight-line
The EMT has provided the following information at 30 September 2021:
| Third Quarter | Year to date | Year | ||||
|---|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | 2021 | 2020 | 2021 | 2020 | 2020 | |
| Net profit (loss) | 13 502 | 2 384 | 442 | (8 398) | (5 463) | |
| Tax expense | (157) | 123 | 592 | 387 | 6 151 | |
| Net financial items | (15 562) | 7 364 | (9 463) | 18 191 | 6 312 | |
| Operating profit | (2 218) | 9 871 | (8 430) | 10 180 | 7 000 | |
| Depreciation, amortization and impairment non-production assets | 5 211 | 4 308 | 16 822 | 12 540 | 17 125 | |
| Depreciation, amortization and impairment production assets 1) | 9 363 | 7 659 | 28 894 | 22 969 | 32 518 | |
| EBITDA | 12 357 | 21 838 | 37 287 | 45 689 | 56 643 | |
| Special operating items | 2 300 | 4 982 | 3 532 | 11 353 | 21 462 | |
| Adjusted EBITDA | 14 656 | 26 820 | 40 819 | 57 043 | 78 106 |
1) Included in cost to inventory
NOTE 4 MEASUREMENT UNCERTAINTY
As a result of the Covid-19 outbreak in 2020 there has been significant volatility in the global markets. A review of significant estimates and underlying assumptions has been conducted. The Group has since the early phase of the crisis started and continued monitoring of estimates for losses of receivables. As of the date of these interim financial statement, no significant changes in estimates have been performed.
Other than those explained in the Alternative Performance Measure section, the Group has not identified any material impact from Covid-19 in the condensed consolidated financial statement as of 30 September 2021 which requires any changes in the management's judgement, estimates or assumptions.
NOTE 5 PROPERTY, PLANT AND EQUIPMENT
As of 30 September, 2021
| Vessels, trans | |||||
|---|---|---|---|---|---|
| portation | Asset under | Buildings | |||
| Amounts in thousands of U.S. Dollars | equipment, etc | Machinery | construction | and Land | TOTAL |
| Acquisition cost as of 1 January, 2021 | 206 606 | 157 337 | 12 481 | 18 623 | 395 047 |
| Investments | 3 025 | 3 024 | 58 402 | 98 | 64 549 |
| Sale of vessel | - | - | |||
| Asset retirements | (8 750) | (1 202) | - | - | (9 952) |
| Other reclassifications 1) | 68 175 | (11) | (52 336) | - | 15 828 |
| Acquisition cost as of 30 September, 2021 | 269 056 | 159 147 | 18 547 | 18 721 | 465 471 |
| Acc. depreciation and impairment as of 1 January, 2021 | (69 699) | (52 883) | (2 655) | (3 254) | (128 491) |
| Depreciation for the year | (15 811) | (12 195) | - | (413) | (28 419) |
| Impairment | (1 812) | - | - | (271) | (2 083) |
| Asset retirements | 8 784 | 1 168 | - | - | 9 952 |
| Other reclassifications | 6 020 | 78 | - | - | 6 098 |
| Acc. depreciation and impairment as of 30 September, 2021 | (72 518) | (63 832) | (2 655) | (3 938) | (142 943) |
| Book value as of 30 September, 2021 | 196 538 | 95 315 | 15 892 | 14 783 | 322 528 |
| Depreciation period Depreciation method |
10-30 years Straight-line |
3-20 years Straight-line |
30-50 years Straight-line |
Specification depreciation and amortization
| Amounts in thousands of U.S. Dollars | Year to date 2021 | Year 2020 |
|---|---|---|
| Depreciation for the year for property, plant & equipment | (28 419) | (30 875) |
| Impairment | (2 083) | (1 396) |
| Amortization for the year Intangible assets | (9 363) | (10 158) |
| Amortization for the year Contract cost | (1 452) | (833) |
| Leasing (ROU) depreciation | (4 399) | (6 381) |
| Total | (45 716) | (49 643) |
| Depreciation, amortization and impairment non-production assets | (16 822) | (17 125) |
| Depreciation, amortization and impairment production assets and included in cost to inventory |
(28 894) | (32 518) |
| Total | Adj | Brands |
|---|---|---|
| 9 943 | 9 943 | |
| 14 252 | 14 252 | |
| 90 364 | (2 672) | 12 534 |
| 114 559 | (2 672) | 36 729 |
As of 30 September, 2021
| Amounts in thousands of U.S. Dollars | Goodwill Development | License agree ments |
Fishing licences |
Customer | relation Trademark | TOTAL | |
|---|---|---|---|---|---|---|---|
| Acquisition cost as of 1 January, 2021 | 94 612 | 5 318 | 2 396 | 10 500 | 91 650 | 5 675 210 151 | |
| Additions - external cost | - | 1 442 | - | 1 442 | |||
| Acquisition cost as of 30 September, 2021 | 94 612 | 6 760 | 2 396 | 10 500 | 91 650 | 5 675 211 593 | |
| Amortization and impairment losses as of 1 January, 2021 |
- | (5 245) | (959) | - | (23 395) | - (29 599) | |
| Amortization/ impairment for the year | (399) | (8 064) | (900) (9 363) | ||||
| Amortization and impairment losses as of 30 September, 2021 |
- | (5 245) | (1 358) | - | (31 459) | (900) (38 962) | |
| Book value as of 30 September, 2021 | 94 612 | 1 515 | 1 038 | 10 500 | 60 191 | 4 775 172 631 |
|---|---|---|---|---|---|---|
| Depreciation period Depreciation method |
10-30 years Straight-line |
3-20 years Straight-line |
7-10 years Straight-line |
As of 31 December, 2020
| License agree | Fishing | Customer | |||||
|---|---|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | Goodwill Development | ments | licences | relation Trademark | TOTAL | ||
| Acquisition cost as of 1 January, 2020 | 94 557 | 5 318 | 2 396 | 10 500 | 91 293 | 5 675 209 739 | |
| Additions - external cost | 55 | - | - | - | - | - | 55 |
| Acquisition | - | - | - | - | 357 | - | 357 |
| Acquisition cost as of 31 December, 2020 | 94 612 | 5 318 | 2 396 | 10 500 | 91 650 | 5 675 210 151 | |
| Amortization and impairment losses as of 1 January, 2020 |
- | (5 245) | (578) | - | (13 619) | - (19 442) | |
| Amortization for the year | - | - | (532) | - | (9 625) | - (10 157) | |
| Reclassifications | - | - | 151 | - | (151) | - | - |
| Amortization and impairment losses as of 30 September, 2020 |
- | (5 245) | (959) | - | (23 395) | - (29 599) | |
| Book value as of 31 December, 2020 | 94 612 | 73 | 1 437 | 10 500 | 68 255 | 5 675 180 552 | |
| Depreciation period Depreciation method |
10-30 years Straight-line |
3-20 years Straight-line |
7-10 years Straight-line |
NOTE 7 INVENTORIES
Inventories are measured at the lower of actual production cost (including freight) and net realizable value. Acquisition cost is based on the actual cost of warehoused materials. The cost of finished goods and work in progress comprises the costs of raw materials, direct labor and other direct costs, and related production overheads. Indirect costs allocated to inventories, includes salaries, depreciation and certain other operating expenses. The company assigns cost of inventories using a weighted average cost formula.
During Q3-21 there has been a build-up of inventory in the Ingredients segment, from USD 80.5 million at 31 December 2020 to USD 111.6 million as of 30 September 2021. The inventory levels have been relatively flat in the Brands segment throughout the periods. In the Ingredients segment the vessels have produced 7,195 MT krill meal, and the Houston facility produced 331 MT krill oil.
As of 30 September, 2021
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | Total |
|---|---|---|---|---|
| Non-product related inventory | 1012 | 1 012 | ||
| Raw materials | - | 10 836 | - | 10 836 |
| Goods under production/ Semi finished | 4 852 | 14 833 | (4 852) | 14 833 |
| Finished goods | 111 437 | 10 910 | 1 348 | 123 695 |
| Inventory at 30 September 2021 | 117 301 | 36 579 | (3 504) | 150 376 |
As of 31 December, 2020
| Inventory at 31 December 2020 | 80 502 | 36 729 | (2 672) | 114 559 |
|---|---|---|---|---|
| Finished goods | 80 502 | 12 534 | (2 672) | 90 364 |
| Goods under production/ Semi finished | - | 14 252 | - | 14 252 |
| Raw materials | - | 9 943 | - | 9 943 |
| Amounts in thousands of U.S. Dollars | Ingredients | Brands | Adj | Total |
NOTE 8 DERIVATES
One of the Group's significant operating costs is the fuel cost. As such, the Group is exposed to fuel price fluctuations since the vessels use fuel while steaming and in production. The profitability and cash flow of the Group will therefore depend upon the market price of fuel. In 2020 the operating subsidiary Aker BioMarine Antarctic AS entered option contracts for future delivery of fuel in Rotterdam; that is, the contracts will be settled without physical delivery.
The following table show remaining contracts with mark-to-market value.
| Year | Contracts | Value |
|---|---|---|
| 2021 | 7 552 | 952 |
| 2022 | 25 875 | 6 161 |
| 2023 | 25 546 | 3 033 |
| 2024 | 26 511 | 2 637 |
| Total | 85 484 | 12 783 |
i) Classification of derivatives
The Group use the fuel options for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classified as 'held for trading' for accounting purposes and are accounted for at fair value through profit or loss. From 1 January 2021 the Company met the requirements for hedge accounting. In the balance sheet the fuel options are recognized under the line items 'Derivative assets' and 'Other non-interest-bearing non-current liabilities'. The value of the fuel options as of 30 September 2021 was USD 12.8 million.
ii) Amounts recognized in profit or loss
During Q3-21 the Group sold part of the options that will not be used in the ordinary course of business. The sale has been recognized as a rebalancing effect of designated fuel volumes. The purpose of the option contracts was to secure 100% of the fuel consumption. The underlying reason for the rebalancing is reduced harvest in 2021 leading to lower fuel consumption.
The part of the fuel options that are no longer part of the hedging relationship have been accounted for in accordance with the requirements for discontinuation of hedge accounting. The remaining volume after the rebalancing would continue to follow hedge accounting. The gain from rebalancing was USD 2.5 million
iii) Hedge effectiveness
The Group determines hedge effectiveness at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic relationship exists between the hedged item and hedging instrument. As of 30 September 2021, the hedge was found effective based on a timeseries analysis done on actual fuel prices paid against MGO Rotterdam.
NOTE 9 OTHER NON-CURRENT LIABILITIES
On 1 March 2019 the Group acquired 100 % of the shares in Lang Pharma. This acquisition was performed through a cash payment of USD 52.9 million upon acquisition date but also included an earnout-period that could, if financial targets are met, result in additional payments of up to USD 50 million. These financial targets are all EBITDA-based, for Lang as a stand-alone company. The earn-out period ends 31 December 2022.
The earn-out was fair valued to USD 38.4 million at acquisition date and subsequently reduced to USD 31.7 million in Q2-21. Based on year-to-date EBITDA in Lang and projections for full year 2021 and 2022, the earn-out has been reduced to USD 12.1 million. The fair value of the earn-out element was estimated calculating the present value of the future expected cash flows using a discount rate of 11%.
The Group recognized USD 19.6 million as financial income to account for the fair value adjustments as per 30 September 2021.
NOTE 10 BORROWINGS
Total borrowings (incl. leasing) were USD 325.1 million at 30 September 2021. In Q3-2021 the leverage covenant threshold was 5.0x based on last twelve-month EBITDA and net debt. Net debt is defined as total borrowings (incl. leasing) less cash and cash equivalents. The Group define cash equivalents as short-term highly liquid investments that are readily convertible to known amounts of cash, such as prepaid call options.
The Group was in compliance with all loan covenants as of 30 September 2021.
In Q4-21 the Group will formally enter into a new loan agreement where several existing loan structures will be replaced with one loan. The new loan will be sustainability-linked with attached ESG KPIs. The lender will be Aker BioMarine Antarctic AS with Aker BioMarine ASA as the parent guarantor. The new loan will provide the Group with additional loan capacity and have an uncommitted accordion of USD 100 million. The loan will have a 3+1+1 year tenure.
New loan covenants from Q4-21:
Following the new loan agreement there will be changes in the covenants. The new covenant levels are:
- Leverage (net debt/Adj. EBITDA): Q4-2021: 6.5x, Q1-2022: 6.0x, Q2-2022: 5.5x, Q3-2022 and thereafter: <5.0x
- Interest cover ratio: (Adj. EBITDA/net finance charges): >2.0x
The loan agreement refers to Adjusted EBITDA which follow the Group's Alternative Performance Measure guidelines.
ALTERNATIVE PERFORMANCE MEASURES
| Third Quarter | Year to date | Year | |||
|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | 2021 | 2020 | 2021 | 2020 | 2020 |
| Net profit (loss) | 13 502 | 2 384 | 442 | (8 398) | (5 463) |
| Tax expense | (157) | 123 | 592 | 387 | 6 151 |
| Net financial items | (15 562) | 7 364 | (9 463) | 18 191 | 6 312 |
| Operating profit | (2 218) | 9 871 | (8 430) | 10 180 | 7 000 |
| Depreciation, amortization and impairment non-production assets | 5 211 | 4 308 | 16 822 | 12 540 | 17 125 |
| Depreciation, amortization and impairment production assets 1) | 9 363 | 7 659 | 28 894 | 22 969 | 32 518 |
| EBITDA | 12 357 | 21 838 | 37 287 | 45 689 | 56 643 |
| Special operating items | 2 300 | 4 982 | 3 532 | 11 353 | 21 462 |
| Adjusted EBITDA | 14 656 | 26 820 | 40 819 | 30 222 | 78 106 |
1) Included in cost to inventory
| Third Quarter | Year to date | Year | ||||
|---|---|---|---|---|---|---|
| Amounts in thousands of U.S. Dollars | 2021 | 2020 | 2021 | 2020 | 2020 | |
| Discontinued vessel gain and operating cost - 'Gains/ losses on sale of assets' |
(428) | (430) | (428) | (989) | (1 052) | |
| Restructuring and legal expenses- SG&A | 1 620 | - | 1 620 | 591 | 362 | |
| Transaction related costs- SG&A | 1 108 | 1 097 | 2 340 | 1 406 | 2 155 | |
| Launch cost'- SG&A | - | 4 314 | - | 10 345 | 17 016 | |
| Other- 'Cost of goods sold' | - | - | - | - | 2 981 | |
| Total special operating items | 2 300 | 4 982 | 3 532 | 11 353 | 21 462 | |
NOTE 11 SUBSEQUENT EVENTS
No subsequent events after 30 September 2021.
ALTERNATIVE PERFORMANCE MEASURES (APMS)
Alternative performance measures, meaning financial performance measures not included within the applicable financial reporting framework, are used by the Group to provide supplemental information by excluding items that in management's view, does not give indications of the periodic operating results. Financial APMs are used to enhance comparability of the results from a period to the next, and management uses these measures internally when driving performance in terms of long- and short-term forecasts. The measures are adjusted IFRS measures, and are defined, calculated and consistently applied in the Group's financial reporting. The Group focuses on EBITDA and Adjusted EBITDA when presenting the period's financial result internally and externally. Adjusted EBITDA is adjusted for Special operating items.
Financial APMs should not be considered as substitute for measures of performance in accordance with applicable financial reporting framework.
The Group uses the following APMs in the reporting:
- EBITDA: Operating profit before depreciation, amortization, write-downs and impairments
- Adjusted EBITDA: Operating profit before depreciation, amortization, write-downs and impairments, and Special operating items
- EBITDA margin %: EBITDA as a percentage of Net sales
- Adjusted EBITDA margin %: Adjusted EBITDA as a percentage of Net sales
- Gross margin %: Gross profit as a percentage of Net sales
- CAPEX: The sum of Payments for property, plant and equipment and Payments for intangibles (included in the Condensed consolidated statement of cash flow)
"EBITDA" and "Adjusted EBITDA" are used as APMs to facilitate operating performance comparisons from period to period, and the others are relevant key figures mainly in connection with the mentioned performance measures. The significant items of income and expenditure represent the difference between EBITDA and Adjusted EBITDA and are labeled "Special operating items" (which is also the wording used in the Group's financing agreements). For additional information on the Group's APM guideline, materiality levels and categories of Special operating items recognized in 2020, please see the APM section in the Annual Report 2020.
The following table reconciles Adjusted EBITDA to Operating profit and Net income (loss) in the Condensed consolidated statements of Profit or loss. 'Depreciation, amortization and impairment non-production assets' in the below table is derived directly from the Condensed Consolidated Profit or loss line item 'Depreciation, amortization and impairment'. 'Depreciation, amortization and impairment production assets' in the below table can be reconciled with information in Note 5 'Property, plant and equipment' under line items 'Depreciation for the year' and 'Impairment'.