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AKVA Group — Annual Report 2015
Apr 11, 2016
3532_rns_2016-04-11_96b386e2-2a26-416a-9a90-2aba1217d4ad.pdf
Annual Report
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2015 Annual Report
Your Aquaculture Technology and Service Partner
AKVA group Annual Report 2015
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AKVA group in brief Content
AKVA group is the leading technology and service partner to the aquaculture industry worldwide. The company has 670 employees, offices in 8 countries and a total turnover of NOK 1.4 billions in 2015.
We are a public listed company operating in one of the world's fastest growing industries and supply everything from single components to complete installations, both for cage farming and land based aquaculture. AKVA group is recognized as a pioneer and technology leader through more than 40 years. Our corporate headquarter is in Bryne, Norway.
- Complete Aquaculture Projects Recirculation Systems Plastic Cages Steel Cages Moorings Nets
- Net Cleaning Cage Cleaning Workboats Feed Barges Feed Systems Camera & Sensor Systems
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Underwater Lights Production Software Processing Software Services Rental AKVA group Chile office with well known brands.
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Highlights 2015 4
- Financial key figures 5
- CEO's Report 9
- Corporate Management 11
- Board of Directors' Report 13
- Board of Directors 20
- Financial statement | Group 23
- Financial statement | Group, notes 29
- Financial statement | Parent company 67
- Financial statement | Parent company, notes 73
- Auditor's Report 85
- Articles of Association 87
- Corporate Social Responsibility 89
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Corporate Governance 95
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2015 was the best financial year ever for AKVA group for the second year in a row
- Revenue in 2015 of MNOK 1.425 a 14% increase compared to revenue in 2014
- EBITDA in 2015 of MNOK 135 an increase of 31% compared to EBITDA in 2014
- Return on Capital Employed (ROCE) of 15%
- A dividend of NOK 1 per share (total MNOK 25.8) from the dynamic dividend policy was paid in November 2015
- Good order inflow during the year resulted in the highest order backlog ever
- A broader mix of product and services contributing to revenues in 2015 compared to earlier years – becoming a stronger and more diversified AKVA group
- Acquisition of Aquatec Solutions A/S end of September 2015 – strengthening our position in the Land Based segment and gives us a good position for future expected growth in this segment
- Financially stronger than ever well positioned for further growth
Highlights 2015
Future growth in the service segment will strengthen AKVA group´s market position.
Financial key figures
Profitability
Net Profit (Loss) Attributable to:
Financial position
| (in NOK 1 000) | 2015 | 2014 | 2013 | 2012 | 2011 |
|---|---|---|---|---|---|
| Profitability | |||||
| Revenues | 1 425 338 | 1 246 059 | 918 670 | 831 530 | 893 552 |
| EBITDA | 135 159 | 103 365 | 46 905 | 57 816 | 61 953 |
| EBIT | 87 709 | 67 635 | 13 816 | 26 704 | 29 253 |
| Profit before tax | 78 090 | 62 894 | 4 567 | 17 379 | 14 256 |
| Net profit | 58 400 | 54 500 | 2 373 | 10 274 | 11 485 |
| Net Profit (Loss) Attributable to: | |||||
| Non-Controlling interests | 1 572 | -580 | -501 | - | - |
| Equity holders of AKVA group ASA | 56 828 | 55 080 | 2 874 | 10 274 | 11 485 |
| Cash flow from operations | 95 622 | 82 485 | 92 969 | 41 642 | -35 886 |
| Financial key figures EBITDA margin |
9,5 % | 8,3 % | 5,1 % | 7,0 % | 6,9 % |
| EBIT margin | 6,2 % | 5,4 % | 1,5 % | 3,2 % | 3,3 % |
| Return on capital employed | 14,7 % | 14,1 % | 3,3 % | 6,2 % | 6,2 % |
| (in NOK 1 000) Return on equity |
2015 13,7 % |
2014 14,2 % |
2013 0,8 % |
2012 3,2 % |
2011 3,5 % |
| Profitability | |||||
| Financial position Revenues |
1 425 338 | 1 246 059 | 918 670 | 831 530 | 893 552 |
| Non-current assets EBITDA |
467 031 135 159 |
353 988 103 365 |
307 801 46 905 |
278 503 57 816 |
289 474 61 953 |
| Current assets EBIT |
616 096 87 709 |
549 833 67 635 |
414 180 13 816 |
394 073 26 704 |
432 189 29 253 |
| Profit before tax Total assets |
78 090 1 083 127 |
62 894 903 821 |
4 567 721 981 |
17 379 672 576 |
14 256 721 663 |
| Net profit | 58 400 | 54 500 | 2 373 | 10 274 | 11 485 |
| Equity attributable to equity holders of AKVA group ASA Net Profit (Loss) Attributable to: |
424 988 | 387 577 | 336 601 | 325 274 | 323 771 |
| Non-controlling interests Non-Controlling interests |
3 444 1 572 |
1 676 -580 |
2 255 -501 |
- - |
- - |
| Equity holders of AKVA group ASA Total equity |
56 828 428 432 |
55 080 389 252 |
2 874 338 856 |
10 274 325 274 |
11 485 323 771 |
| Long-term debt | 221 978 | 131 344 | 55 934 | 69 765 | 112 208 |
| Short-term debt Cash flow from operations |
432 717 95 622 |
383 225 82 485 |
327 191 92 969 |
277 537 41 642 |
285 684 -35 886 |
| Total equity and liabilities EBITDA margin |
1 083 127 9,5 % |
903 821 8,3 % |
721 981 5,1 % |
672 576 7,0 % |
721 663 6,9 % |
| EBIT margin | 6,2 % | 5,4 % | 1,5 % | 3,2 % | 3,3 % |
| Return on capital employed Gross interest-bearing debt |
14,7 % 245 634 |
14,1 % 142 446 |
3,3 % 132 888 |
6,2 % 143 361 |
6,2 % 182 917 |
| Cash and cash equivalents Return on equity |
160 458 13,7 % |
143 935 14,2 % |
95 855 0,8 % |
69 783 3,2 % |
57 281 3,5 % |
| Net interest-bearing debt | 136 117 | 88 511 | 74 558 | 106 564 | 145 685 |
| Working capital Financial position |
131 120 | 126 452 | 106 499 | 155 665 | 181 981 |
| Equity ratio Non-current assets |
39,6 % 467 031 |
43,1 % 353 988 |
46,9 % 307 801 |
48,4 % 278 503 |
44,9 % 289 474 |
| Debt to equity ratio Current assets |
57,3 % 616 096 |
36,6 % 549 833 |
39,2 % 414 180 |
44,1 % 394 073 |
56,5 % 432 189 |
| Total assets | 1 083 127 | 903 821 | 721 981 | 672 576 | 721 663 |
| (in NOK) Equity attributable to equity holders of AKVA group ASA |
2015 424 988 |
2014 387 577 |
2013 336 601 |
2012 325 274 |
2011 323 771 |
| Share data Non-controlling interests |
3 444 | 1 676 | 2 255 | - | - |
| Total equity Earnings per share |
428 432 2,20 |
389 252 2,13 |
338 856 0,11 |
325 274 0,40 |
323 771 0,53 |
| Diluted earnings per share Long-term debt |
2,20 221 978 |
2,13 131 344 |
0,11 55 934 |
0,40 69 765 |
0,53 112 208 |
| Cash flow per share Short-term debt |
2,15 432 717 |
-0,17 383 225 |
0,83 327 191 |
-0,02 277 537 |
-0,28 285 684 |
| Dividend per share Total equity and liabilities |
1 083 127 1,00 |
1,00 903 821 |
721 981 - |
672 576 - |
721 663 - |
| Shareholders´equity per share at year-end | 16,45 | 15,00 | 13,03 | 12,59 | 12,53 |
| Share price at year-end Gross interest-bearing debt |
54,00 245 634 |
25,00 142 446 |
13,95 132 888 |
12,50 143 361 |
8,25 182 917 |
| Market capitalization at year-end Cash and cash equivalents |
1 395 052 160 458 |
645 858 143 935 |
360 389 95 855 |
322 929 69 783 |
213 133 57 281 |
| Net interest-bearing debt Number of shares outstanding at year-end |
136 117 25 834 303 |
88 511 25 834 303 |
74 558 25 834 303 |
106 564 25 834 303 |
145 685 25 834 303 |
| Average number of shares outstanding Working capital |
25 834 303 131 120 |
25 834 303 126 452 |
25 834 303 106 499 |
25 834 303 155 665 |
21 528 586 181 981 |
Financial key figures Financial key figures
Share price development
Revenue
Revenue 10-13 11-13 12-13 01-14 04-13 05-13 06-13 01-14 02-14 03-14
Geographic segments 2014 2012 2013 11-13 12-13 01-14 02-14 03-14 04-14 05-14 06-14 06-13 07-13 08-13 09-13 10-13 11-13 12-13 01-14
* Other than salmonides 2011 2012 2013 * Other than salmonides 2010
Financial key figures
EBITDA 10-13 11-13 12-13 09-12 10-12 11-12 07-12 08-12 2014 10-14 11-14 12-14 06-14 07-14 12-15 09-1310-13 11-13 12-13 08-12 09-12 10-12 06-12 07-12 08-12
Revenues other species* 100 125 10-14 11-14 12-14 09-13 10-13 11-13 12-13 01-14 02-14 03-14 04-14 05-14 06-13 07-13 08-13 09-13 10-13 11-13 12-13 01-14 02-14 2011 2012 2013 2014 2015 09-15 10-15 11-15 12-15 04-15 05-15 06-15 07-15 08-15 09-15 10-15 11-15 12-15 100 09-14 10-1411-14 12-14 08-13 09-13 10-13 11-13 12-13 01-14 02-14 03-14 04-14 05-13 06-13 07-13 08-13 09-13 10-13 11-13 12-13 01-14
2013 Chile 11 % 03-15 04-15 12-13 01-14 02-14
CEO´s Report Corporate Management Board of Directors´Report Board of Directors
Dear shareholders and stakeholders
of AKVA group
2015 has been another good year for AKVA group, actually the best year in the Group's history. However, at least as important as the financial perfor
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mance, is how this has been achieved. Years of effort from many employees to make the Group more streamlined and
efficient is shining through in our results. Our work to make the Group more diversified and solid is paying off. We entered the year optimistic believ
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ing that we could outperform the good performance of 2014. We ended the year having done that, and therefore look to the future with more confidence knowing AKVA group is stronger and
able to take the next steps.
Yes, it is true that the market has been with us for the last few years, so also in 2015. High salmon price, particularly in the Nordic market, has helped the salmon producers as well as us. The investment climate in this market has been good for the whole year, fueling a good performance in our Nordic market segment. However even more positive, is that the performance in our other salmon producing regions, UK, Chile, Australasia and Canada has also been very good in 2015. These are regions where the salmon farmers have not had the same high salmon prices as in the Nordic region, but despite this, we have seen growth in our sales, revenues and results. This indicates that our performance is due to more than just a booming salmon market. We have become more efficient, more relevant in our product portfolio, as well as better at steering and allocating resources to what generates business, which in turn, means better financial results.
A prime example of this is the development we have seen in Chile during 2015. The year started out quite optimistic but it soon became clear that the industry again was heading for another downturn.
Our local management recognized the situa tion, initiated the necessary adjustments in our operations; avoiding "management by hope". Our cost base and exposure were sig nificantly reduced during the year, while at the same time the sales of services increased. The outcome is one of the best financial performances in Chile ever, despite a very difficult market. We are left with an organiza tion ready to take on new opportunities when the market improves, and are able to serve the industry as the partner we want to be.
Also market areas outside the salmon industry have shown positive movement during 2015. In particular, our operation in Turkey where we are serving the sea bass and sea bream industry in the Mediterranean, has had a very positive development. Coming from years when the market has been down, a very capable local management, mentored and helped by our Scottish organization has turned a business area from being lossmaking going nowhere, to become one of the best in AKVA group. This is one of the markets where we expect further development in the years to come, a development the Group will be happy to support.
A main development seen clearly in 2015 has been how the diversification of AKVA group has helped our overall performance. One side of this is that 2015 is the first year where nearly all entities of AKVA group are contributing in a positive way to the financial performance. The Group has become less dependent on one or a few business units. We are developing a broader and more solid base for our performance.
The market has also changed over the last two years. The demand in the salmon sector has shifted from infrastructure products towards more efficiency products, which is typical for an industry that has limited possibilities for growth. If we had remained what we were; this shift would have hurt our performance in 2015.
Bryne, Norway April 11th 2016 Trond Williksen Chief Executive Officer
What we in fact have seen is that new product groups and business areas have taken over, lifting us to new levels. Our effort over the last few years to develop recurring business lines, such as developing our technology services and rentals, as well as continuing to develop our Software business, is clearly paying off. These lines of business have made crucial contributions to our performance in 2015. The exciting thing is that we still are in an early stage of taking out the potential of these new areas and therefore we can continue to build on them in the years to come.
Another area that is starting to become a significant part of AKVA group is our activities in the Land Based segment, which historically was a lossmaking part of our business. Over the last two years and in 2015 in particular, this has changed. The demand for Land Based solutions for efficient post smolt production in the salmon industry, as well as for Land Based production of other species has been growing rapidly. Our strategic positioning towards this segment has also started to pay off. 2015 was the first year when the financial performance in this technology segment started to become a significant positive contributor to the Group. In 2015 we further strengthened our position within the segment through the acquisition of Aquatec Solutions A/S, which used to be one of the main competitors to AKVA group. Aquatec has a very solid track record both in terms of technical solutions as well as financial performance. We strongly believe that the investment in this company, together with Plastsveis AS and AKVA group Denmark A/S will become a significant contributor to our performance in the years to come. It also adds to AKVA group's strategic ability to support any production paradigm in any geographic region of the aquaculture industry.
Expanding our presence in emerging markets continues to be a priority. Taking on the development of these markets is however a challenge, this was again seen in 2015.
Our approach is to seek very capable customers as partners in the development of these markets, rather than investing in costly infrastructure in new countries. Through this strategy we have in 2015 managed to secure ground-breaking projects in new markets. At the same time we have seen how vulnerable our activities in these markets are to changes in politics and conditions for trade, for instance, in Russia. In AKVA group we believe that the significant steps we have taken in emerging markets represents just a beginning. Over the years to come, we expect to be able to expand our position in these markets significantly.
We started out in 2015 optimistic and determined to outperform the good performance of 2014. We ended the year having done this, as well as having an improved and more robust AKVA group. We are a better and more experienced organization, and we are more trained and professional in the way we handle our processes; from sales and production through to project execution. We have expanded our recurring business and we have further strengthened our financial position.
The focus in 2016 will be to take AKVA group forward to even better performances. We still believe we have many areas with potential that could be explored to make us an even better organization. We continue to think of ourselves as being on our way – always seeking to become better at what we do. We are ambitious, but determined to stay humble. We want to be the preferred Aquaculture Technology and Service Partner, recognized for our values; Customer focus, Aquaculture knowledge, Reliability and Enthusiasm, and we are in for the long run.
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Corporate Management
Trond Williksen (b. 1963) assumed the position as CEO in March 2011. Prior to joining AKVA group, he was the Executive Vice President for Harvesting in Aker Seafoods ASA, where he also served as the Managing Director of Aker Ocean Harvest AS. During his 20 year long career in fishery and aquaculture, he has led the KPMG Center for Aquaculture and Fisheries, and has also served as the Managing Director of the Norwegian Fish Farmers Association. Trond holds an MBA in Strategy from University of Washington. He is a Norwegian citizen and resides in Bærum, Norway.
Eirik B. Monsen (b. 1974) assumed the position as CFO in December 2011. Prior to joining AKVA group he was the CFO in Telenor Eiendom Holding AS. He has served in several senior positions in the Telenor Group both in Norway and Asia from 2005-2011. He worked in KPMG Financial Services in Oslo from 1998-2005, the last years as a Manager. Eirik has an MBA from the Norwegian School of Economics and Business Administration (NHH). He is also a State Authorized Public Accountant and a Certified EFFAS Financial Analyst (AFA). He is a Norwegian citizen and resides in Stavanger, Norway. Per Andreas Hjetland (b. 1961), joined AKVA group in 2008 where he assumed the position as COO in September 2010. Prior to joining AKVA group, he held several senior positions with international companies. His professional background cover industrial technologies, and he also brings with him extensive experience in business operations, sales & marketing. Per Andreas´academic background was gained at the Technical School of Stavanger. He is a Norwegian citizen and resides in Høle, Norway.
Trond Williksen Chief Executive Officer
Eirik Børve Monsen
Chief Financial Officer
Per Andreas Hjetland
Chief Operations Officer Nordic
Trond Severinsen Chief Operations Officer Export
& Chief Marketing Officer
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Corporate Management
The Board's Annual Report 2015
2015 has been the best financial year ever for AKVA group for the second year in a row. The Group has experienced growth in revenues and improved margins. All three product segments, with a wide range of products and services, contributed to the improved performance. A strong financial position combined with the highest order backlog ever gives AKVA group a good momentum going into the new year.
Total revenue for the Group in 2015 was MNOK 1,425.3 - an increase of 14.4% from 2014. Earnings before interest, tax, depreciation and amortization (EBITDA) was MNOK 135.2 - an increase of 30.8% compared to EBITDA in 2014.
The financial result for 2015 reflects high activity in all product segments during the year. The Cage Based Technology segment had a strong momentum in the Northern Hemisphere throughout the year, and we experienced improved financial performance in our Chilean operation despite a downturn in this market in the second half of the year. The Software segment continued with solid revenue and margins. The Land Based Technology segment improved its performance throughout the year and is becoming a more significant part of the Group, in line with our strategy.
Our main priorities in 2015 have been to develop our service and after sales business according to our strategy, to improve the performance in the Land Based Technology segment and at the same time manage the increased level of activity in the Cage Based Technology segment. We have continued our work to streamline all operations, to tune the fixed cost base, further improve our balance sheet and to maintain high customer satisfaction by delivering premium technology and services.
AKVA group – the business segments
AKVA group is the leading supplier of technology and services to the global aquaculture industry. Our activities include design, sale, purchase, assembly and installation of technology as well as rental, service and consulting services. The Group's main customer base is the global salmon-farming industry. It is a strategic objective to expand AKVA group's activities to aquaculture species other than salmonids.
The Group divides its operations into three business segments: Cage Based Technology (CBT), Software and Land Based Technology (LBT).
Main products in the CBT segment are; feed barges, fish farming cages, centralised feed systems, sensors, cameras, biomass estimation systems, light systems and net cleaning systems. The PolarcirkelTM polyethylene cages are produced at our facility in Mo i Rana, Norway and are one of the world's leading fish cage brands. The PolarcirkelTM brand also includes PolarcirkelTM PE-boats designed for extreme conditions for the fish-farming industry, diving, oil and gas service industry as well as PE pipes up to 900 mm diameter for various purposes. Steel cages sold under the WavemasterTM brand are market leaders in Chile and Canada. WavemasterTM's production facility for steel cages is located in Puerto Montt, Chile. Feed barges are also produced under the brand WavemasterTM. The feed barges have a strong position in the salmon market in the Nordic and Export regions and are supplied with AkvasmartTM centralised feed systems as well as other technologies from AKVA group. The feed barges designed by AKVA group are produced in Tallinn (Estonia) and Ustka (Poland).
Andrew Campbell (b. 1966), joined AKVA group in 2000, and has been General Manager in Chile since 2009. From 1989-2000, he worked as a Production Manager in the salmon industry in New Zealand for the New Zealand Salmon Company Ltd. Andrew holds a bachelor of science degree from New Zealand´s Victoria University, and is a New Zealand citizen with permanent residency in Chile.
Trond Severinsen (b. 1964), joined AKVA group in 1993 as General Manager for the company´s operations in Canada; a role he had until 2003 when he became CMO. He has worked within sales, marketing and R&D related to techology for the fish farming industry since early 1984. Trond had previously worked for Sea Farm trading (1984-90), setting up their Canadian office in 1987. He later ran his own business until 1993. He is a Norwegian citizen and resides in Klepp, Norway.
Andrew Campbell
Chief Operations Officer Americas
Inge Forseth (b. 1971) joined AKVA group in the second half of 2014. His professional career includes national and international managerial positions in companies like Eltek, Autronica and Glen Dimplex. He holds extensive experience from a range of technological fields, covering both the hardware as well as the software area. Inge holds a Master of Science in electrical engineering from the Norwegian University for Science and Technology (NTNU) in Trondheim. He is a Norwegian citizen and resides in Trondheim, Norway.
Inge Forseth Chief Operations Officer Technology & Software
The Software segment provides market leading best of breed software solutions for fish farming as well as for the seafood industry. Our market leading software brands are FishtalkTM and WisefishTM.
Main products in the LBT segment are land based systems for production of freshwater as well as marine fish species using recirculation technology. The systems are designed in Vejle, Fredericia and Copenhagen in Denmark. Plastsveis AS located at Sømna, Norway and Sistemas de recirculacion Limitada in Puerto Varas, Chile are our provider of operational installations of land based facilities. Our LBT setup gives AKVA group a strong position in the market place when it comes to delivering a range of solutions for land based aquaculture.
AKVA group's headquarters is located in Bryne, Norway. The company has offices and service stations along the Norwegian coast and in Chile, Scotland, Canada, Turkey, Iceland, Denmark and Australia. In addition, the Group has representation in numerous other countries across the globe.
Market situation through 2015
In the comments below on the financial accounts, the 2014 figures are presented in brackets following the 2015 stated values, when included.
AKVA group started 2015 with a high order backlog. This, combined with a continued good market activity especially in the CBT segment in the Northern Hemisphere and Chile, gave a very good start financially for the Group in 2015. The Chilean salmon industry faced another downturn in the end of the first half of 2015, however our Chilean operation ended the year well due to a high level of service sales also in the second half of the year.
The CBT segment in the Northern Hemisphere experienced good activity throughout the year, though with a slightly different product mix compared to 2014, i.e. a broader range of products and services contributed to the revenue and margins in 2015. The market activity in the LBT segment continued to improve during 2015. Software maintained its strong market position in 2015.
Revenues from rental, services and maintenance provided by AKVA group continued the positive development in 2015, reflecting a positive trend in an area with strategic priority for the Group.
In 2015 AKVA group had revenues from technology sales and service to aquaculture producers of other species than salmon, of MNOK 144.3 (136.3) equal to 10.1% (10.9%) of total revenues. The Mediterranean and Middle East were the main markets for sales to customers farming other species. Revenue from technology and service to non-seafood markets was MNOK 146.8 (85.8) equal to 10.3% (6.9%) of total revenue.
Continued Operations
In accordance with the Accounting Act § 3-3a we confirm that the Financial Statements have been prepared under the assumption of going concern.
Profit and loss (consolidated)
Total revenue for AKVA group in 2015 was MNOK 1,425.3 (1,246.1) – an increase of 14.4% compared to 2014. EBITDA for 2015 was MNOK 135.2 (103.4) - an increase of 30.8% compared to 2014.
All segments contributed to revenue growth in 2015. The improved margins were mainly explained by improved performance in the LBT and also improved margins in the Software segment.
Group margins in 2015 and 2014 increased compared to previous years. We were able to get scale effects out of our existing production capacity. This was due to a controlled cost base combined with increased volumes. Improved profitability in the LBT segment also contributed to improved Group margins.
Depreciation and amortization in 2015 was MNOK 47.5 (35.7). EBIT for 2015 was MNOK 87.7 (67.6). Net financial expenses was MNOK 9.6 (4.7) and Profit before tax was MNOK 78.1 (62.9). The calculated tax for 2015 is MNOK 19.7 (8.4). Net profit for the year was MNOK 58.4 (54.5).
CBT had operating revenues in 2015 of MNOK 1,070.9 (972.6), an increase of 10.1% compared to 2014. EBITDA was MNOK 94.8 (87.8), an increase of 8.0% compared to 2014. 2015 was another year with good activity in all CBT markets. We experienced slowdown in Chile in the second half of 2015, but due to the good first half and high level of services, also AKVA group Chile ended one of the best years ever margin wise.
Software had operating revenues in 2015 of MNOK 132.1 (106.7) with an EBITDA of MNOK 26.0 (15.3). AKVA group Software AS in Norway continued to deliver steady revenues and healthy earnings in 2015. Wise lausnir ehf on Iceland continued the good performance from previous three years with another best year ever in 2015. WiseDynamics Ltd, a Canadian subsidiary of Wise lausnir, was divested in November 2015. The sale had insignificant impact on Group financials.
LBT had operating revenues in 2015 of MNOK 222.3 (166.7), an increase of 33.3% compared to 2014. EBITDA was MNOK 14.3 (0.3). LBT experienced increased activity and improved performance in 2015 compared to previous years. Plastsveis AS is now delivering stable good revenue and margins.
AKVA group Denmark A/S is profitable, but still has room for improvement financially. The acquisition of Aquatec Solutions A/S was finalized at the end of September 2015. Aquatec Solutions is a profitable company and is expected to contribute positively to the further development of this business area. Market development indicates that LBT will be a larger part of AKVA group going forward. The recent development in the order backlog supports this assumption.
Earnings per share were NOK 2.20 in 2015 versus NOK 2.13 in 2014. The total number of outstanding shares has been 25,834,303 in 2015 and 2014.
Profit and loss AKVA group ASA
Operating revenues for AKVA group ASA in 2015 was MNOK 671.8 (705.0). EBITDA for 2015 was MNOK 38.6 (45.0). Depreciation and amortization in 2015 was MNOK 9.9 (9.2). EBIT for 2015 was MNOK 28.7 (35.8). Net financial income was MNOK 15.3 (26.9) and profit before tax was MNOK 44.0 (62.7). The calculated tax for 2015 was MNOK 7.8 (17.4). Net profit for the year was MNOK 36.3 (45.3).
Statement of Financial Position and cash flow (consolidated)
Total assets at the end of 2015 was MNOK 1,083.1 (903.8). Total liabilities amounted to MNOK 654.7 (514.6) and equity totalled MNOK 428.4 (389.3) giving an equity ratio of 39.6% (43.1%).
Working capital in the consolidated balance sheet, defined as non-interest bearing current assets less non-interest bearing short-term debt, was MNOK 131.1 at the end of 2015 compared to MNOK 126.5 at the end of 2014.
Working capital in percentage of 12 months rolling revenue was 9% at the end of 2015 compared to 10% at the end of 2014. The improved working capital level in percentage is explained by continued focus on balance sheet and capital management during the year.
Equity was positively affected during 2015 by this year's result of MNOK 58.4 (54.5) and by the translation differences and cash flow hedges of MNOK 10.7 (23.1), out of which MNOK 8.9 (7.4) is related to revaluation of goodwill and other intangible assets, according to IFRS. Equity was negatively affected during 2015 by the dividend payment of MNOK 25.7 and the share buyback of MNOK 4.2 in connection with the share incentive scheme to the employees.
Gross interest bearing debt amounted to MNOK 245.6 (142.4) at the end of 2015. Cash and unused credit facilities amounted to NOK 160.5 (143.9) at the end of 2015.
The company was in compliance with all financial covenants during 2015.
Capital expenditure (CAPEX) in 2015 amounted to MNOK 75.8 (49.8), including MNOK 29.7 in rental equipment and MNOK 19.1 (17.9) in capitalised R&D expenses, in accordance with IFRS.
Balance sheet AKVA group ASA
Total assets at the end of 2015 was MNOK 864.2 (734.3). Total liabilities amounted to MNOK 448.1 (324.6) and equity totalled MNOK 416.1 (409.7) giving an equity ratio of 48.1% (55.8%).
In September AKVA group ASA acquired 100 % of the shares in Aquatec Solutions A/S recognizing the purchase as a long term financial asset with a book value of MNOK 102.
Risk factors
The aquaculture industry is associated with biological and market risk, and has historically been subject to cyclicality. AKVA group aims to reduce the risks related to these factors through diversification of its products and technologies to various fish species and geographical regions, as well as by increasing revenues from recurring service and after sales.
For AKVA group the financial risks are mainly related to currency risks, interest rate risks, credit risks and liquidity risks. A reduction in currency risks is sought through matching revenues and costs in the same currency, in combination with forward contracts. The Group is also exposed to fluctuations in foreign exchange rates when calculating the equity of foreign subsidiaries into NOK.
Interest bearing debt is based on floating interest rate and net interest costs will consequently increase and decrease according to the variations in the interest level. AKVA group endeavours to maintain sufficient level of free cash at all times to be able to meet its obligations.
Historically the Group has shown low losses on receivables from customers. For larger projects the Group generally receives partial pre-payment from the customers and payments according to the progress of the projects. The credit risk related to customer deliveries is thereby reduced.
AKVA group is exposed to fluctuations in the prices of certain raw materials used in some of the main products. Reduction of this risk is sought through continuous general awareness and specific attention during major contract negotiation periods, as well as by securing the pricing of raw materials immediately after signing contracts.
Product development
In 2015 the Group invested MNOK 49.0 (37.4) in product development, of which MNOK 19.1 (17.9) was capitalised and MNOK 29.9 (19.5) expensed. The investments were used to further improve existing products and to develop new products.
Organisation and work environment
AKVA group had 670 (722) employees at the end of 2015. Women accounted for 18.4% (16.8%) of the employees. The Group aims at having a gender balance across the different levels of the organisation.
The Norwegian Discrimination Act's objective is to promote gender equality, ensure equal opportunities and rights, and to prevent discrimination due to ethnicity, national origin, descent, skin colour, language, religion and faith. The Group is working actively, determined and systematically to encourage the act's purpose within our business. Included in the activities are recruiting, salary and working conditions, promotion, development opportunities and protection against harassment.
The Group's aim is to be a workplace with no discrimination due to reduced functional ability and is working actively to design and implement the physical conditions in such a manner that as many as possible can utilise the various functions.
For employees or new applicants with reduced functional ability, individual arrangements of workplace and responsibility are made.
The Group aims to strengthen the competence of its employees to maintain a position as a leading supplier of technology and service to the global aquaculture industry.
Through recruitment, the company seeks to employ people with high competence within all areas of its business.
Total sick leave in the Group during 2015 amounted to 3.1% (3.1%). Nine (twenty) incidents were registered in the Group during 2015. Efforts have been done in order to prevent similar incidents to happen in the future.
The board considers the working environment in the company to be satisfactory and has not initiated any particular measures in this area during 2015.
The board sincerely thanks the management and staff for their effort and dedication, and their contribution to the good results in 2015.
Future outlook
The total order backlog at the end of 2015 was MNOK 649 (504).
There is positive outlook in all product segments for 2016.
The strong demand in the Nordic market continues into 2016, with shift towards sale of technology for more efficient production.
The Land Based segment has experienced increased activity in 2015 and the higher level of activity is expected to continue. The Land Based segment is becoming a larger part of AKVA group.
UK and Canada experience slightly less project sales so far in the new year compared to last year. Despite this, both entities are expected to perform well.
AKVA group is supplying recirculation system for the largest land based fish farm in Finland.
Corporate governance in AKVA group ASA is described in the last section of the annual report.
Confirmation from the Board of Directors and the CEO
We confirm, to the best of our knowledge, that the financial statements for the period from January 1st to December 31st, 2015 has been prepared in accordance with EU-approved IFRS and gives a true and fair view of the Group and the Company's consolidated assets, liabilities, financial position and results of operations, and that the Report of the Board of directors provides a true and fair view of the development and performance of the business and the position of the Group and the Company together with a description of the key risks and uncertainty factors that the company is facing.
- We continue our effort to build service and after sales as a key business element in all markets and segments.
Allocation of profit
The board propose the following allocation of the 2015 profit for AKVA group ASA:
| Total allocation | NOK 36.293.020 |
|---|---|
| Transferred to other equity | NOK 36.293.020 |
At the end of 2015, AKVA group ASA had equity of MNOK 416.1 (409.7), comprised of MNOK 25.7 (25.8) in share capital, MNOK 336.0 (336.0) in share premium, MNOK 1.1 (1.1) in other paid-in capital and MNOK 53.2 (46.7) in other equity.
A dividend of 1.00 NOK per share was paid out on 20 November 2015 totalling a distributed amount of 25,736,303 NOK in accordance with the new dividend policy introduced in 2014.
A report on Corporate Social Responsibility in AKVA group ASA is included in the second last section of the annual report.
AKVA group continue to stay hands on in 2016, adjusting operations according to market development, focusing on long term performance, margins and customer relations. We have improved operational performance and our balance sheet significantly over the last four years, but the effort to achieve further improvements continues.
We have continued low expectations in Chile due to the challenging situation for our Chilean customers. Our exposure in Chile is reduced over the last years.
Our Turkey and Australian operations are expected to continue to perform well in the next quarters with good order backlog.
Export to emerging markets has a more optimistic start of the year than last year. The activity is still expected to fluctuate due to the nature of the business.
Hans Kristian Mong Frode Teigen Evy Vikene Chairperson of the Board
Anne Breiby Nils Viga Anthony James
Deputy Chairperson
Trond Williksen Chief Executive Officer
Tore Obrestad Carina Jensen Henrik A. Schultz
Aino Olaisen
Frode Teigen
Board member
Hans Kristian Mong
Chairperson of the Board
Board of Directors
4
Hans Kristian Mong lives in Egersund, Norway. He is Chairman of the board in Egersund Group. In addition he holds Chairman positions in several companies, including Egersund Net and Egersund Trål. Mr Mong was elected to the Board of Directors at the Annual General Meeting May 9th 2012.
Evy Vikene lives in Stavanger, Norway. She holds a Bachelor´s degree in Aquaculture and Environmental Engineering from the University of Stavanger and an Executive Master of Management from the Norwegian Business School. She worked 10 years in various positions in Nutreco ARC before she joined Skretting AS where she held various management positions with domestic and global responsibility. From early 2013 to mid 2015 she held the position as Head of Development in Fretex Norge AS. She has since mid 2015 held a position in Skretting AS. She is a Director of the Board in Fretex Midt-Norge AS. Mrs Vikene was elected to the Board of Directors at the Annual General Meeting May 7th 2014.
Evy Vikene
Board member
Frode Teigen lives in Egersund, Norway. He is a private investor and is on the Board of several Norwegian companies. Mr. Teigen was elected Board Member at the Annual General Meeting June 10th 2009.
Nils Viga
Board member
Nils Viga lives in Hjelmeland, Norway. He has 3 years education in Aquaculture from Sogn og Fjordane University College and holds a Bachelor´s degree from the University of Bergen. He has held various management positions in Marine Harvest and Hydro Seafoods. He is currently working with development projects in his family business, related to the aquaculture industry. He holds the position as Chairman of the Board in Fister Smolt and he is a Director of the Board in Blue Planet. Mr Viga was elected to the Board of Directors at the Annual General Meeting May 7th 2014.
Anne Breiby
Deputy Chairperson
Anne Breiby lives in Ålesund, Norway. She holds a Cand. Scient degree in Fishery biology from Tromsø University. She held positions in the Norwegian Fishfarmer´s Association and Regional Fishery Administration before serving as a Political advisor for fishery and industry matters in Parliament and Deputy Minister in the Ministry of Industry and Energy. She has broad experience from serving as a Board member for several companies and institutions. Amongst these are Ulstein group ASA, Folketrygdfondet, Sparebanken Møre, Innovation Norway, Nowegian Research Council, REM ASA, Kongsberg Satellite Service AS, Scandinavian Business Seating AS and Fiskeribladet Fiskaren AS. Mrs. Breiby was elected to the Board of Directors at the Annual General Meeting September 25th 2006.
Anthony James lives in Chester, England. He is Chief Investment Officer in Wheatsheaf. He joined Wheatsheaf from Grosvenor, where he spent five years as Group Corporate Finance Director. Prior to Grosvenor, Anthony was Head of Energy & Natural Resources M&A at KPMG Corporate Finance where he led a wide range of acquisition, disposal and other strategic advisory assignments across the sector. His previous roles have included senior finance and corporate development positions at Philips Electronics, both in the Netherlands and China. Mr. James was elected to the Board of Directors at the Annual General Meeting May 8th 2015.
Anthony James
Board member
Aino Olaisen lives in Lovund, Norway. She studied at the Norwegian College of Fishery Science, and she has also studied history and Spanish. Mrs. Olaisen is a Director of the Board in several sea based companies, amongst others Nova Sea. She is also head of the general assembly at Sparebankstiftelsen Helgeland. Mrs. Olaisen was elected to the Board of Directors at the Annual General Meeting May 8th 2015 and has earlier served as board member from 2012 to 2014.
Aino Olaisen
Board member
4
Board of Directors
AKVA group Annual Report 2015
Financial Statement Group (AKVA group)
Henrik A. Schultz lives in Trondheim. He earned a cand. mag. degree in biology/aquaculture at NTNU in 2003, and was first employed in AKVA group in 2007. He is currently employed as biological consultant working with the Fishtalk software. Henrik has previous experience from SATS, Eniro and private startup projects.
Henrik A. Schultz Employee´s representative
Tore Obrestad Employee´s representative
Tore Obrestad lives in Vigrestad, Norway. He qualified as an electro automation systems engineer at education science program at UIS. He has been employed in AKVA group ASA since 1988, incorporating a 4-year sabbatical as a lecturer at a college of further education. He is currently Technical Manager in AKVA group ASA.
Carina Jensen lives in Brønnøysund, Norway. She holds a Bachelor's degree in Micro technology from Buskerud and Vestfold University College. She has been employed in Plastsveis AS since 2012 as a quality manager, where she also is a board member. Carina has previous experience from REC Wafer Norway AS.
Carina Jensen
Employee´s representative
| Group | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| OPERATING REVENUES | ||||
| Sales revenues | 19 | 1 420 712 1 246 059 918 670 | ||
| Other income | 22 | 4 626 | - | - |
| Total revenues | 2 | 1 425 338 | 1 246 059 918 670 | |
| OPERATING EXPENSES | ||||
| Cost of goods sold | 11 | 837 754 | 759 890 556 603 | |
| Payroll expenses | 3,15,21 | 341 094 | 279 945 229 329 | |
| Other operating expenses | 4,8,12,17,20 | 111 332 | 102 859 | 85 832 |
| Total operating expenses | 1 290 179 | 1 142 694 871 765 | ||
| OPERATING PROFIT BEFORE DEPRECIATION AND | ||||
| AMORTIZATION (EBITDA) | 135 159 103 365 46 905 | |||
| Depreciation and amortization | 7,9 | 47 450 | 35 729 | 33 088 |
| OPERATING PROFIT (EBIT) | 87 709 | 67 635 13 817 | ||
| FINANCIAL INCOME AND EXPENSES | ||||
| Financial income | 17,18 | 2 984 | 4 015 | 1 841 |
| Financial expenses | 17,18 | (12 603) | (8 757) (11 091) | |
| Net financial income (expense) | (9 619) | (4 741) (9 250) | ||
| PROFIT BEFORE TAX | 78 090 | 62 894 | 4 568 | |
| Taxes | 5 | 19 690 | 8 394 | 2 193 |
| NET PROFIT FOR THE YEAR | 58 400 | 54 500 | 2 374 | |
| NET PROFIT (LOSS) ATTRIBUTABLE TO: | ||||
| Non-controlling interests | 1 572 | -580 | -501 | |
| Equity holders of AKVA group ASA | 56 828 | 55 080 | 2 875 | |
| Earnings per share (NOK) | 6 | 2,20 | 2,13 | 0,11 |
| Diluted earnings per share (NOK) | 6 | 2,21 | 2,13 | 0,11 |
Consolidated Income Statement 01.01 - 31.12. (in NOK 1 000) Consolidated Income Statement 01.01. - 31.12.
Consolidated Statement of Comprehensive Income 01.01 - 31.12. (in NOK 1 000) Consolidated Statement of Comprehensive Income 01.01. - 31.12. ( in NOK 1 000)
| Group | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| NET PROFIT FOR THE YEAR | 58 400 | 54 500 | 2 374 | |
| Other comprehensive income | ||||
| Items that may be reclassified subsequently to income statement: |
||||
| Translation differences on foreign operations Income tax effect |
21 555 -5 820 |
24 554 -6 630 |
13 367 -3 743 |
|
| Total | 15 735 | 17 925 | 9 624 | |
| Gains and losses arised during the year on cash flow hedges | -6 912 | 7 055 | 1 738 | |
| Income tax effect Total |
1 866 -5 046 |
-1 905 5 150 |
-487 1 251 |
|
| Items that will not be reclassified to income statement: | ||||
| Actuarial deviations on net pension obligations | - | - | 376 | |
| Income tax effect Total |
- - |
- - |
-105 271 |
|
| Total other comprehensive income, net of tax | 10 689 | 23 075 11 146 | ||
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR, NET | ||||
| OF TAX | 69 089 | 77 575 13 520 | ||
| Attributable to: | ||||
| Non-controlling interests | 1 572 | -580 | -501 | |
| Equity holders of AKVA group ASA | 67 517 | 78 154 14 021 |
We experience an increase in demand of larger feed barges.
| Group | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Intangible assets | ||||
| Deferred tax asset Goodwill |
5 7 |
12 659 20 874 25 117 269 453 202 688 178 018 |
||
| Other intangible assets | 7 | 78 677 54 521 47 696 | ||
| Total intangible assets | 360 789 278 083 250 831 | |||
| Tangible fixed assets | ||||
| Land and building | 9 | 13 335 10 665 | 2 804 | |
| Machinery and equipment | 9 | 90 160 63 344 52 199 | ||
| Total tangible fixed assets | 103 495 74 009 55 003 | |||
| Long-term financial assets | ||||
| Other long-term financial assets | 10,12 | 2 747 | 1 896 | 1 967 |
| Total long-term financial assets | 2 747 | 1 896 | 1 967 | |
| Total non-current assets | 467 031 353 988 307 801 | |||
| CURRENT ASSETS | ||||
| Stock | 11 | 180 677 167 238 144 188 | ||
| Receivables | ||||
| Accounts receivables | 12,18,19 289 216 262 894 155 539 | |||
| Prepayments to suppliers | 8 925 | 7 943 | 4 879 | |
| Other receivables Total receivables |
18,19 | 27 760 57 824 51 244 325 902 328 660 211 662 |
||
| Cash and cash equivalents | 13 | 109 517 53 935 58 330 | ||
| Total current assets | 616 096 549 833 414 180 | |||
| TOTAL ASSETS | 1 083 127 903 821 721 981 |
EQUITY
LIABILITIES
Consolidated Statement of Financial Position 31.12. (in NOK 1 000) Consolidated Statement of Financial Position 31.12. (in NOK 1 000)
Current liabilities
| Group | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| EQUITY | ||||
| Equity attributable to equity holders of AKVA group ASA 14,21,24,25 424 988 387 577 336 601 | ||||
| Non-controlling interests | 3 444 | 1 676 | 2 255 | |
| Total equity | 428 432 | 389 252 | 338 856 | |
| LIABILITIES | ||||
| Provisions | ||||
| Deferred tax liabilities | 5 | 18 107 | - | - |
| Pension obligations | 15 | - | - | 181 |
| Total provisions | 18 107 | - | 181 | |
| Other long term liabilities | ||||
| Liabilities to financial institutions | 16,20 188 375 128 667 55 048 | |||
| Other long term liabilities | 22 | 15 495 | 2 677 | 704 |
| Total other long term liabilities | 203 870 131 344 | 55 752 | ||
| Current liabilities | ||||
| Liabilities to financial institutions | 13,16,18,20 | 57 258 13 779 77 840 | ||
| Trade payables | 128 189 135 413 88 957 | |||
| Current tax payables | 5 | 4 223 | 2 340 | 818 |
| Public duties payable | 19 341 12 410 13 981 | |||
| Prepayments from customers | 19 | 115 898 112 955 59 982 | ||
| Other current liabilities | 17,18,22 107 808 106 329 85 613 | |||
| Total current liabilities | 432 717 383 225 327 191 | |||
| Total Liabilities | 654 695 514 569 383 125 | |||
| TOTAL EQUITY AND LIABILITIES | 1 083 127 903 821 721 981 |
Bryne, Norway, 11 April 2016.
Hans Kristian Mong Nils Viga Chairperson of the Board
Frode Teigen Evy Vikene
Henrik A. Schultz
Chief Executive Officer
Anne Breiby Deputy Chairperson
Anthony James
Aino Olaisen Tore Obrestad Anne Breiby Nils Viga Anthony James
Land based operating revenues increased 33.3% compared to 2014.
Hans Kristian Mong Frode Teigen Evy Vikene Chairperson of the Board
Carina Jensen Trond Williksen Chief Executive Officer
Deputy Chairperson
Tore Obrestad Carina Jensen Henrik A. Schultz
Aino Olaisen
Overdraft on cash pool is included in financing activities, but is not included in cash and Overdraft on cash pool is included in financing activities, but is not included in cash and cash equivalents as of 31.12. AKVA group
| Group | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Cash flow from operating activities: Cash flow from operating activities: Profit before taxes AKVA group Profit before taxes Taxes Taxes Gain on disposal of fixed assets Consolidated Statement of Cash flow 01.01.-31.12. Gain on disposal of fixed assets Depreciation and amortization (in NOK 1 000) Change in pension obligation Depreciation and amortization Change in pension obligation Changes in stock, accounts receivable and trade paybles Changes in stock, accounts receivable and trade paybles Changes in other receivables and payables Group Note 2015 Net foreign exchange difference Changes in other receivables and payables Cash flow from operating activities: Net foreign exchange difference Net cash flow from operating activities Profit before taxes Net cash flow from operating activities Taxes -5 300 |
7,9 7,9 15 15 2014 78 090 62 894 373 |
78 090 78 090 -5 300 -5 300 -290 -290 47 450 47 450 - - 34 032 2013 34 032 -4 571 -4 571 4 568 -42 |
62 894 62 894 373 373 -406 -406 35 729 35 729 - - -53 789 -26 990 -53 789 -26 990 3 858 3 858 7 028 95 622 82 485 92 969 7 028 95 622 82 485 92 969 |
4 568 4 568 -42 -42 175 175 33 088 33 088 -305 -305 40 903 40 903 17 096 17 096 -2 512 -2 512 |
| Cash flow from investment activities Gain on disposal of fixed assets -290 Depreciation and amortization 7,9 47 450 35 729 33 088 Cash flow from investment activities Change in pension obligation 15 - |
-406 - |
175 -305 |
||
| Investments in fixed assets Changes in stock, accounts receivable and trade paybles Investments in fixed assets Change in goodwill Changes in other receivables and payables 34 150 Net foreign exchange difference -4 570 Change in goodwill Proceeds from sale of fixed assets Net cash flow from operating activities Proceeds from sale of fixed assets Net repayment of long-term receivables Net repayment of long-term receivables Cash flow from investment activities Acquisition and sale of subsidiary net of cash acquired Acquisition and sale of subsidiary net of cash acquired Net cash flow from investment activities Investments in fixed assets 7,9 -75 755 -49 765 -39 847 Net cash flow from investment activities Change in goodwill - Proceeds from sale of fixed assets 7,9 2 342 |
7,9 7,9 7,9 7,9 22 22 - 815 |
-53 789 -26 990 40 903 3 858 17 096 - 7 028 -2 512 - 2 342 95 741 82 485 92 969 2 342 -422 -422 -538 416 |
-75 755 -49 765 -39 847 -75 755 -49 765 -39 847 - - 815 815 71 71 -42 605 -17 311 -18 478 -42 605 -17 311 -18 478 -116 439 -66 190 -58 638 -116 439 -66 190 -58 638 |
-538 -538 416 416 -190 -190 |
| Cash flow from financing activities Net repayment of long-term receivables -540 Cash flow from financing activities Acquisition and sale of subsidiary net of cash acquired 22 -42 605 -17 311 -18 478 |
71 -190 |
|||
| Repayment of borrowings Net cash flow from investment activities Repayment of borrowings Proceed from borrowings Cash flow from financing activities Proceed from borrowings Increase of share capital and share premium fund Increase of share capital and share premium fund Dividend payment Repayment of borrowings Proceed from borrowings Dividend payment Change related to other financial activities Increase of share capital and share premium fund - Change related to other financial activities Net cash flow from financing activities Dividend payment 24 -25 736 -25 834 |
24 24 25 - 25 |
-116 557 -66 190 -58 638 117 696 117 696 - - -13 368 -66 146 -23 419 117 696 69 031 10 000 -4 173 - -4 173 - |
-13 368 -66 146 -23 419 -13 368 -66 146 -23 419 69 031 69 031 - - -25 736 -25 834 -25 736 -25 834 -1 344 74 419 -24 294 -14 060 -1 344 |
10 000 10 000 - - - - -641 -641 |
| Net cash flow from financing activities Change related to other financial activities 25 -4 173 -1 344 Net cash flow from financing activities Net change in cash and cash equivalents change in cash and cash equivalents Net foreign exchange differences Net change in cash and cash equivalents Net foreign exchange differences Net foreign exchange differences Cash and cash equivalents at 01.01 1 980 Cash and cash equivalents at 01.01 Cash and cash equivalents at 01.01 Cash and cash equivalents at 31.12 Cash and cash equivalents at 31.12 13 109 517 53 935 58 330 |
3 603 13 |
-641 74 419 -24 294 -14 060 53 602 53 602 1 980 53 603 -7 998 20 272 1 980 53 935 1 261 53 935 58 330 36 797 53 935 |
74 419 -24 294 -14 060 -7 998 -7 998 3 603 3 603 58 330 58 330 109 517 53 935 58 330 |
20 272 20 272 1 261 1 261 36 797 36 797 |
| Group | Share Share | Other | Total Translation Other | Total Retained Total | Non- | Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note capital premium paid-in paid in differences equity | other earnings equity controlling shareholders | |||||||||||
| capital capital | equity | interest AKVA group | ||||||||||
| Equity as at 01.01.2013 | 25 834 329 715 | 1 951 357 500 -47 587 | 1 825 -45 762 13 536 325 274 | - | 325 274 | |||||||
| Net movement in cash flow hedges | - | - | - | - - |
1 251 1 251 | - 1 251 | - | 1 251 | ||||
| Translation difference | - | - | - | - 9 624 |
- 9 624 | - 9 624 | - | 9 624 | ||||
| Actuarial deviations on net pension obligations | - | - | - | - - |
271 | 271 | - | 271 | - | 271 | ||
| Total other comprehensive income | - | - | - | - 9 624 |
1 522 11 146 | - 11 146 | - | 11 146 | ||||
| Profit (loss) for the period | - | - | - | - - |
- | - 2 374 2 374 | -501 | 2 875 | ||||
| Total comprehensive income | - | - | - | - 9 624 |
1 522 11 146 2 374 13 520 | -501 | 14 021 | |||||
| Non-controlling interests arising on a business combination |
22 | - | - | - | - - |
- | - | - | - | 2 756 | -2 756 | |
| Recording of option agreement | 21 | - | - | 62 | 62 | - | - | - | - | 62 | - | 62 |
| Equity as at 31.12.2013 | 14 25 834 329 715 | 2 013 357 562 -37 963 | 3 346 -34 616 15 910 338 856 | 2 255 | 336 601 | |||||||
| Equity as at 01.01.2014 | 25 834 329 715 | 2 013 357 562 -37 963 | 3 346 -34 616 15 910 338 856 | 2 255 | 336 601 | |||||||
| Net movement in cash flow hedges | - | - | - | - - |
5 150 5 150 | - 5 150 | - | 5 150 | ||||
| Translation difference | - | - | - | - 17 925 | - 17 925 | - 17 925 | - | 17 925 | ||||
| Total other comprehensive income | - | - | - | - 17 925 | 5 150 23 075 | - 23 075 | - | 23 075 | ||||
| Profit (loss) for the period | - | - | - | - - |
- | - 54 500 54 500 | -580 | 55 080 | ||||
| Total comprehensive income | - | - | - | - 17 925 | 5 150 23 075 54 500 77 575 | -580 | 78 154 | |||||
Consolidated Statement of Cash flow 01.01.-31.12. (in NOK 1 000) Consolidated Statement of Cash flow 01.01 - 31.12 (in NOK 1 000) Consolidated Statement of Cash flow 01.01.-31.12. (in NOK 1 000)
| Recording of option agreement | 21 | - | - -1 344 -1 344 | - | - | - | - -1 344 | - | -1 344 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Equity as at 31.12.2014 | 14 25 834 329 715 | -759 354 790 -20 038 | - -20 038 54 500 389 252 | 1 676 | 387 577 |
| Equity as at 01.01.2015 | 25 834 329 715 | -759 354 790 -20 038 | - -20 038 54 500 389 252 | 1 676 | 387 577 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net movement in cash flow hedges | - | - | - | - | - -5 046 -5 046 | - -5 046 | - | -5 046 | ||||
| Translation difference | - | - | - | - 15 735 | - 15 735 | - 15 735 | - | 15 735 | ||||
| Total other comprehensive income | - | - | - | - 15 735 -5 046 10 689 | - 10 689 | - | 10 689 | |||||
| Profit (loss) for the period | - | - | - | - | - | - | - 58 400 58 400 | 1 572 | 56 828 | |||
| Total comprehensive income | - | - | - | - 15 735 -5 046 10 689 58 400 69 089 | 1 572 | 67 517 | ||||||
| Dividend | 24 | - | - | - | - | - | - | - -25 736 -25 736 | - | -25 736 | ||
| Non-controlling interests arising on a business combination |
- | - | - | - | - | - | - | - | - | 196 | -196 | |
| Share buyback | 25 -123 | - | -123 | - -4 050 -4 050 | - -4 173 | - | -4 173 | |||||
| Equity as at 31.12.2015 | 14 25 711 329 715 | -759 354 667 | -4 303 -9 096 -13 399 87 164 428 432 | 3 444 | 424 988 |
29 l 112
4
Notes to the Consolidated Financial Statement
(in NOK 1 000) Consolidated Statement of changes in equity (in NOK 1 000) cash equivalents as of 31.12.
Cash flow hedge reserves is presented under other equity with a after-tax amount of MNOK 5.0. Cash flow hedge reserves is presented under other equity with an after-tax amount of MNOK 5.0.
AKVA group Annual Report 2015
Content notes
Summary of significant accounting policies Segment information Wages and remunerations Government grants and subsidies 05 Taxes Net earnings per share Intangible assets Research and development Tangible fixed assets Subsidiaries and other long-term investments 11 Stock Receivables
13 Bank deposits
| 14 Shareholders |
|---|
| 15 Pensions |
| 16 Liabilities to financial institutions |
| 17 Specification of items that are grouped |
| in the financial statement |
| 18 Financial instruments and risk management |
| 19 Long-term contracts |
| 20 Leasing |
| 21 Options to employees |
| 22 Acquisitions and disposals |
| 23 Related parties |
| 24 Dividend |
| 25 Share buyback |
| 26 Subsequent events |
The consolidated financial statements are prepared on the assumption of uniform accounting policies for identical transactions and other events under equal circumstances.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be converted into cash within three months and to a known amount, and which contain insignificant risk elements.
The cash and cash equivalent amount in the cash flow statement do not include overdraft facilities. See note 13 for information about unused overdraft facilities.
Revenue recognition
Revenue is recognized when it is probable that transactions will generate future economic benefits that will flow to the company and the size of the amount can be reliably estimated, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, and net of value added tax and discounts (if any).
Revenues from the sale of goods are recognized when the significant risks and reward of ownership of the goods have passed to the buyer, usually on delivery of the goods.
Revenues relating to construction contracts are recognized in the income statement in line with the project's progress and when the project's results can be reliably estimated. In general the progress of these projects are decided by the cost incurred compared to total budgeted cost for the project. For barges and cages the progress is based on documentation of milestones.
The milestones for barges are: - All the parts of the hull are cut and the process is ready for paneling
- Paneling is done and the barge is ready to assembly
- Assembly is done and the barge is ready for the painting process
- Painting process is done and the barge is ready to be outfitted
- Barge is approved in factory acceptance test at the yard (FAT)
- The barge is accepted by AKVA group and ready for towing.
The milestones for cages are:
- Pipes and brackets are produced and designated for a specific customer. Project number needs to correspond with the labeling on the designated pipes and brackets
- When delivered and installed at customers site.
When the project's results can not be reliably estimated, only revenues equal to the accrued project costs will be taken to revenue.
Any estimated loss on a contract will be recognized in the income statement for the period when it is identified that the project will lead to a loss.
Revenues from sale of professional services are recognized in the income statement when the services are performed.
Rental income arising from operating leases is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature.
Interest is recognized in the income statement as financial income. Royalties will be recognized in the income statement in relation to the terms and conditions of the various royalty agreements. Dividends are recognized in the income statement when the shareholders' rights to receive dividend have been determined.
4
Note 1 Summary of significant accounting policies
AKVA group ASA is a public limited liability company registered in Norway. The company is subject to the provisions of the Norwegian Act relating to Public Limited Liability Companies. The company's head office is located in Nordlysveien 4, N-4340 Bryne, Norway.
These consolidated Financial Statements have been approved for issuance by the Board of Directors on 11.04 2016 and is subject for approval by the Annual General Meeting on 10.05 2016.
Basis for preparation
The consolidated financial statements of the AKVA group have been prepared in accordance with the international accounting standards published by the International Accounting Standards Board and the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) as per 31 December 2015.
The consolidated financial statements have been prepared on a historical cost basis, except for derivatives and contingent considerations measured at fair value.
Functional currency and Presentation currency
The Group presents its financial statements in NOK. This is also the parent company's functional currency. For consolidation purposes, the balance sheet figures for subsidiaries with a different functional currency, translated at the rate applicable at the balance sheet date, and the income statement have been translated at monthly average rates. Exchange differences are recognized in other comprehensive income. When foreign subsidiaries are sold, the accumulated exchange differences relating to the subsidiary are taken to profit or loss.
Basis of consolidation
The Group's consolidated financial statements comprise AKVA group ASA and companies in which AKVA group ASA has a controlling interest. A controlling interest is normally attained when the Group owns, either directly or indirectly, more than 50% of the shares in the company and is capable of exercising control over the company. Non-controlling interest are included in the Group's equity.
The acquisition method is applied when accounting for business combinations. Companies which have been bought or sold during the year are consolidated from/until the date when the purchase/sale is carried out.
Investments in associates (normally investments of between 20% and 50% of the companies' equity) in which AKVA group ASA exercises a considerable influence are accounted for by applying the equity method. The carrying value of the investments is reviewed when there are indications of a decline in value or when there is no longer any need for previously recognized impairment losses. When the Group's share of the loss exceeds the investment, the investment is carried at zero value. If the Group's share of the loss exceeds the investment, this will be recognized to the extent that the Group has obligations to cover this loss.
All other investments are accounted for in accordance with IAS 39, Financial Instruments.
Inter-company transactions and balances, including internal profits and unrealized gains and losses are eliminated in full. Unrealized gains that have arisen due to transactions with associates are eliminated against the Group's share in the associate. Unrealized losses are correspondingly eliminated, but only to the extent that there are no indications of a fall in the value of the asset that has been sold internally.
Segments
For management purposes, the Group is organized into three business areas according to their range of products/services. These business areas comprise the basis for primary segment reporting. Financial information relating to segments and geographical divisions is presented in note 2.
In the segment reporting, the internal gain on sales between the various segments is eliminated.
Currency
Transactions in foreign currencies
The consolidated financial statements are presented in NOK, which is AKVA group ASA's functional currency. Transactions in foreign currencies are initially recognized in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using the exchange rate at the reporting date.
All exchange differences are recognized in the income statement with the exception of exchange differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity, or monetary items that are regarded as a part of the net investments. These exchange differences are recognized as a separate component of other comprehensive income until the disposal of the net investment or settlement of the monetary item, at which time they are recognized in the income statement. Tax charges and credits attributable to exchange differences on those borrowings are also recognized in other comprehensive income. Non-monetary items that are measured at historical cost in foreign currency are translated using the exchange rates at the dates of the initial transactions.
Foreign operations
Assets and liabilities in foreign subsidiaries, including goodwill and adjustments for fair value included in the consolidation are translated into NOK using the exchange rate at the balance sheet date.
Revenues and costs from foreign operations are translated into NOK using the monthly average exchange rate. The exchange differences arising from the translation are recorded against other comprehensive income.
When translating foreign currencies into NOK the Group is using the mid-rate on the balance date listed by Norges Bank, the Central Bank of Norway. Norges Bank has however not quoted the exchange rate between NOK and ISK since mid-December 2008. The rate used for NOK vs ISK at the balance date in the consolidation is the rate quoted by the Central Bank of Iceland. Neither does Norges Bank quote the exchange rate between NOK and CLP. This exchange rate is calculated based on the quoted rates of NOK per USD and CLP per USD by Norges Bank and the Central Bank of Chile respectively.
Hedging
As part of the international activity the Group's assets and liabilities as well as expected cash inflow and cash outflow are exposed to changes in the currency rates.
Such risk is sought reduced by using currency forward contracts. The currency risk is managed by the parent company in cooperation with the subsidiaries.
Before a hedging transaction is carried out, the Group's finance department assesses whether a derivative is to be used to a) hedge the fair value of an asset or liability, b) hedge a future cash flow from an investment, debt payment or future identified transaction or c) hedge a net investment in a foreign operation.
The Group's criteria for classifying a derivative as a hedging instrument are as follows: (1) the hedge is expected to be effective in that it counteracts changes in the fair value of or cash flows from an identified asset - a hedging efficiency within the range of 80-125% is expected, (2) the effectiveness of the hedge can be reliably measured, (3) there is adequate documentation when the hedge is entered into that the hedge is effective, (4) for cash-flow hedges, the forthcoming transaction must be probable, and (5) the hedge is evaluated regularly and has proven to be effective.
(a) Fair value hedges:
Derivatives designated as hedging instruments are measured at their fair value and changes in the fair value are recognized in the income statement as they arise. Correspondingly, a change in the fair value of the hedged object which is due to the risk that the object is hedged against is recognized in the income statement.
The hedge accounting is discontinued if:
- i) the hedging instrument expires or is terminated, exercised or sold, or
- ii) the hedge does not meet the above mentioned hedge requirements, or
- iii) the Group chooses to discontinue hedge accounting for other reasons
If the hedge assessment is terminated, the changes which have been made in the carrying amount of the hedged object are amortized over the remaining economic life using the effective interest rate method if the hedging instrument is a financial instrument that has been recognized according to the effective interest rate method.
(b) Cash-flow hedges
Changes in the fair value of a hedging instrument that meet the criteria for cash flow hedge accounting are taken directly to other comprehensive income.
The ineffective part of the hedging instrument is recognized directly in the income statement.
If the hedge of a cash flow results in an asset or liability being recognized, all former gains and losses recognized directly in other comprehensive income are transferred from other comprehensive income and included in the initial measurement of the asset or liability. For other cash-flow hedges, gains and losses recognized directly in other comprehensive income are taken to the income statement in the same period as the cash flow which comprises the hedged object is recognized in the income statement.
If the hedge no longer meets the criteria for hedge accounting, the hedge accounting is discontinued. The cumulative gain or loss on the hedging instrument recognized directly in other comprehensive income remains separately recognized in other comprehensive income until the forecast transaction occurs.
If the hedged transaction is no longer expected to occur, any previously accumulated gain or loss on the hedging instrument that has been recognized directly in other comprehensive income will be recognized in profit or loss.
Loans
Loans are recognized at the amount received, net of transaction costs. The loans are thereafter recognized at amortized costs using the effective interest rate method, with the difference between the net amount received and the redemption value being recognized in the income statement over the term of the loan.
Borrowing costs are capitalized when the interest costs are incurred during the non-current asset's construction period.
The borrowing costs are capitalized until the date when the non-current asset is ready for use. If the cost price exceeds the non-current asset's fair value, an impairment loss is recognized. Borrowing costs are recognized in the income statement when they arise. Borrowing costs are capitalized to the extent that they are directly related to the purchase, construction or production of a non-current asset.
Financial instruments
According to IAS 39, Financial Instruments: Recognition and measurement, financial instruments are classified in the following categories: held-to-maturity, at fair value through profit or loss, loans and receivables, and available-for-sale. Financial instruments with fixed or determinable cash flows and a fixed maturity that the Group has the positive intention and ability to hold to maturity are classified as held-to-maturity investments.
Financial instruments that are held with the intention of making a gain on short-term fluctuations in prices are classified as financial assets at fair value through profit or loss.
Financial instruments that are held to maturity are included in the non-current asset unless the maturity date is less than 12 months after the balance sheet date. Financial instruments at fair value through profit or loss are classified as current assets, and financial instruments that are available for sale are presented as current assets if the management has decided to sell the instrument within 12 months of the balance sheet date.
Financial assets with fixed or determinable cash flows that are not quoted in an active market are classified as loans and receivables, with the exception of instruments that the Group has designated as being at fair value with changes in value through profit or loss or available for sale.
All purchases and sales of financial instruments are recognized on the transaction date. The transaction costs are included in the cost price.
For financial assets that are classified as available for sale, the accumulated gain or loss that has been previously recognized directly in other comprehensive income is recognized in the income statement for the period when objective information on the fall in value is available. The part of the debt instrument that can be recovered is valued at the fair value of the future cash flow discounted at a rate equal to the yield on an identical financial asset. A reversal of a previous impairment loss is recognized when there is new objective information on an event relating to a previous impairment loss. A reversal of a previous impairment loss is recognized directly in other comprehensive income for equity instruments, but is recognized in the income statement for other financial assets.
Changes in the fair value of financial instruments classified as financial instruments at fair value through profit or loss are recognized in the income statement and included in the net financial income (expenses).
Investments held to maturity are carried at amortized cost.
Trade receivables
Trade receivables are carried at amortized cost. The interest element is disregarded if it is insignificant. Should there be objective evidence of a fall in value, the difference between the carrying amount and the present value of future cash flows is recognized as a loss, discounted by the receivable amount's effective interest rate.
Inventories
Inventories, including work in progress, are valued at the lower of cost and fair value less costs to sell. The fair value less costs to sell is the estimated selling price in the ordinary course of business, less the estimated cost of completion and estimated costs necessary to make the sale. Inventories are measured using the FIFO principle. Finished goods and work in progress include variable costs and fixed costs that can be allocated to goods based on normal capacity. Obsolete inventories have been fully recognized as impairment losses.
Non-current assets
Non-current assets are carried at cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the gross carrying amount and accumulated depreciation are derecognized, and any gain or loss on the sale or disposal is recognized in the income statement.
The gross carrying amount of non-current assets is the purchase price, including duties/taxes and direct acquisition costs relating to making the non-current asset ready for use. Subsequent costs, such as repair and main-tenance costs, are normally recognized in profit or loss as incurred. When increased future economic benefits as a result of repair/maintenance work can be proven, such costs will be recognized in the balance sheet as additions to noncurrent assets.
Depreciation is calculated using the straightline method over the following periods:
| Machinery and equipment 3 - 5 years | |
|---|---|
| Buildings 10 years | |
| Land No depreciation |
The depreciation period and method are assessed each year to ensure that the method and period used harmonize with the financial realities of the non-current asset. The same applies to the scrap value.
Operating leases
Leases for which most of the risk and return associated with ownership of the asset have not been transferred to the Group are classified as operating leases. Operating lease payments are classified as operating costs and recognized in the income statement during the contract period.
Finance leases
Finance leases are leases under which the Group assumes most of the risk and return associated with the ownership of the asset. At the inception of the lease, finance leases are recognized at the lower of their fair value and the present value of the minimum lease payments, minus accumulated depreciation and impairment losses. When calculating the lease's present value, the implicit interest cost in the lease is used if it is possible to calculate this. If this can not be calculated, the company's marginal borrowing rate is used. Direct costs linked to establishing the lease are included in the asset's cost price.
The same depreciation period as for the company's other depreciable assets is used. If it is not reasonably certain that the company will assume ownership when the term of the lease expires, the asset is depreciated over the term of the lease or the asset's economic life, whichever is the shorter.
Intangible assets
Intangible assets are recognized in the Statement of financial position if it can be proven that there are probable future economic benefits that can be attributed to the asset which is owned by the company, and the asset's cost price can be reliably estimated. Intangible assets are recognized at their cost price. Intangible assets with indefinite useful lives are not amortized, but impairment losses are recognized if the recoverable amount is less than the cost price. The recoverable amount is calculated each year or if there are any indications of a fall in value. Intangible assets with a finite useful life are amortized and any need for impairment losses to be recognized is considered. Amortization is carried out using the straight-line method over the estimated useful life. The amortization estimate and method will be subject to an annual assessment based on the pattern of consumption of future economic benefits.
Patents and licenses
Amounts paid for patents and licenses are recognized in the Statement of financial position and depreciated using the straight-line method over the expected useful life. The expected useful life of patents and licenses varies from 5 to 20 years.
Software
Expenses related to the purchase of new computer programs are recognized in the Statement of financial position as an intangible non-current asset provided these expenses do not form part of the hardware acquisition costs. Software is amortized using the straight-line method over 3 years. Expenses incurred as a result of maintaining or upholding the future usefulness of software are expenses as incurred unless the changes in the software increase the future economic benefit from the software.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level.
Goodwill
Goodwill
Excess value on the purchase of operations that cannot be allocated to assets or liabilities on the acquisition date is classified in the Statement of financial position as goodwill. In the case of investments in associates, goodwill is included in the cost price of the investment.
The identifiable assets and liabilities on the transaction date are to be recognized at fair value on the transaction date.
The allocation of costs in a business combination is changed if new information on the fair value becomes available and is applicable on the date when control is assumed. The allocation may be altered until the annual accounts are presented or prior to the expiry of a 12-month period.
Goodwill is tested annually for impairment. In connection with this, goodwill is allocated to cash-generating units or groups of cashgenerating units that are expected to benefit from synergies from the business combination.
Negative goodwill
Negative goodwill upon the acquisition of operations is recognized in profit or loss after the acquired assets and liabilities have been re-identified and reassessed in order to ensure that the negative goodwill is not due to an error in the valuation of assets or liabilities.
Research and development
Expenses relating to research are recognized in the income statement when they are accrued. Expenses relating to development are recognized in the income statement when they are incurred unless the following criteria are met in full:
- The product or process is clearly defined and the cost elements can be identified and measured reliably;
- The technical solution for the product has been demonstrated;
- The product or process will be sold or used in the company's operations;
- The asset will generate future economic benefits; and
- Sufficient technical, financial and other resources for completing the project are present.
When all the above criteria's are met, the costs relating to development start to be recognized in the balance sheet. Costs that have been charged as expenses in previous accounting periods are not recognized in the balance sheet.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.
The amortization period will normally not exceed five years.
Impairment of assets
Financial instruments
Financial instruments are reviewed at each balance sheet date in order to discover any decrease in value.
Financial assets which are valued at amortized cost are written down when it is probable that the company will not recover all the amounts relating to contractual issues for loans, receivables or hold-to-maturity investments. The amount of the impairment loss is recognized in the income statement. Any reversal of previous impairment losses is recognized when a reduction in the need to write down the asset can be related to an event after the impairment loss has been recognized. Such a reversal is presented as income. However, an increase in the carrying amount is only recognized to the extent that it does not exceed what the amortized cost would have been if the impairment loss had not been recognized.
Other assets
An assessment of impairment losses on other assets is made when there is an indication of a fall in value. If an asset's carrying amount is higher than the asset's recoverable amount, an impairment loss will be recognized in the income statement. The recoverable amount is the higher of the fair value less costs to sell and the discounted cash flow from continued use. The fair value less costs to sell is the amount that can be obtained from a sale to an independent third party minus the sales costs. The recoverable amount is determined separately for all assets but, if this is impossible, it is determined together with the entity to which the assets belong.
With the exception of goodwill, impairment losses recognized in the income statements for previous periods are reversed when there is information that the need for the impairment loss no longer exists or is not as great as it was. The reversal is recognized as revenue or an increase in other reserves. However, no reversal takes place if the reversal leads to the carrying amount exceeding what the carrying amount would have been if normal depreciation periods had been used.
Equity
Equity and liabilities
Financial instruments are classified as liabilities or equity in accordance with the underlying financial reality.
Interest, dividends, gains and losses relating to a financial instrument classified as a liability will be presented as an expense or revenue. Amounts distributed to holders of financial instruments which are classified as equity will be recognized directly in equity.
Other equity (a) Translation differences
Translation differences arise in connection with currency differences when foreign entities are consolidated.
Currency differences relating to monetary items (liabilities or receivables), which are in reality part of a company's net investment in foreign entities are treated as exchange differences.
When a foreign operation is sold, the accumulated exchange differences linked to the entity are reversed and recognized in the income statement in the same period as the gain or loss on the sale is recognized.
(b) Hedge reserve
The hedge reserve includes the total net change in the fair value of the cash-flow hedge until the hedged cash flow arises or is no longer expected to arise.
Provisions
Provisions are recognized when, and only when, the company has a valid liability (legal or constructive) as a result of events that have taken place and it can be proven probable (more probable than not) that a financial settlement will take place as a result of this liability, and that the size of the amount can be measured reliably. Provisions are reviewed on each balance sheet date and their level reflects the best estimate of the liability.
When the effect of time is insignificant, the provisions will be equal to the size of the expense necessary to be free of the liability. When the effect of time is significant, the provisions will be the present value of future payments to cover the liability. Any increase in the provisions due to time is presented as interest costs.
Contingent liabilities acquired upon the purchase of operations are recognized at fair value even if the liability is not probable. The assessment of probability and fair value is subject to constant review. Changes in the fair value are recognized in the income statement.
Employee benefits
Defined contribution plan
All Group companies have pension schemes based on contributions from the company to the employees. The companies' payments are recognized in the income statements for the year to which the contribution applies. The companies have no further commitments towards pensions when the agreed contributions are paid.
Severance pay
In some countries, the companies are obliged by law to provide severance pay for redundancies due to reductions in the workforce. The costs relating to severance pay are set aside once the management has decided on a plan that will lead to reductions in the workforce and the work of restructuring has started or the reduction in the workforce has been communicated to the employees.
Share options
The fair value of the share options is measured at the grant date and the cost is recognized in the income statement, together with a corresponding increase in other paid-in capital, over the period in which the performance and/or service conditions are fulfilled. The fair value is calculated using a Black & Scholes model.
Government grants
Grants from the authorities are not recognized until it is reasonable assurance that the company will meet the conditions stipulated in connection with the receipt of the grants and that the grants will be granted. The recognition of grants is postponed and amortized over the same period the costs which the grants are intended for are incurred. Grants are recognized as deductions from the cost that the grant is meant to cover. Grants received to buy non-current assets are capitalized.
Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all taxable temporary differences, with the exception of:
- Goodwill for which amortization is not deductible for tax purposes
- Temporary differences relating to invest ments in subsidiaries, associates or joint ventures when the Group decides when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future.
Deferred tax assets are recognized in the Statement of financial position when it is probable that the company will have a sufficient profit for tax purposes to utilize the tax asset. At each balance sheet date, the Group carries out a review of its unrecognized deferred tax assets and the value it has recognized. The companies recognize formerly unrecognized deferred tax assets to the extent that it has become probable that the company can utilize the deferred tax asset. Similarly, the company will reduce its deferred tax assets to the extent that it can no longer utilize these.
Deferred tax and deferred tax assets are measured on the basis of the decided future tax rates applicable to the companies in the Group where temporary differences have arisen.
Deferred tax and deferred tax assets are recognized irrespective of when the differences will be reversed. Deferred tax and deferred tax assets are recognized at their nominal value and classified as non-current asset investments (long-term liabilities) in the Statement of financial position.
The tax payable and deferred tax is recognized directly in equity to the extent that they relate to factors that are recognized directly in equity.
Contingent liabilities and assets
Contingent liabilities are defined as
- i) possible obligations resulting from past events whose existence depends on future events
- ii) obligations that are not recognized because it is not probable that they will lead to an outflow of resources
- iii) obligations that cannot be measured with sufficient reliability
Contingent liabilities are not recognized in the annual financial statements. Significant contingent liabilities are stated, with the exception of contingent liabilities where the probability of the liability occurring is remote.
A contingent asset is not recognized in the annual financial statements, but is stated if there is a certain level of probability that a benefit will accrue to the Group.
Business Combinations
The acquisition of subsidiaries is accounted for using the acquisition method. Acquisition costs incurred are expensed and included in operating expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and relevant conditions as at the acquisition date.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition are recognized at their fair values at the acquisition date.
Goodwill arising on acquisition is recognized as an asset measured at the excess of the sum of the consideration transferred, the fair value of any previously held equity interests and the amount of any non-controlling interests in the acquiree over the net amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the total consideration of the business combination, the excess is recognized in the income statement immediately. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in the income statement as financial income or expense. If the contingent consideration is classified as equity, it should not be re-measured until it is finally settled within equity.
Allocation of added value arising from a business combination is finalized within twelve months of completed acquisition.
If the business combination is achieved in stages, the fair value of the Group's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date through the income statement.
Events after the balance sheet date
New information on the company's positions at the balance sheet date is taken into account in the annual financial statements. Events after the balance sheet date that do not affect the company's position at the balance sheet date but which will affect the company's position in the future are stated if significant.
Use of estimates when preparing the annual financial statements
Estimates and their underlying assumptions that affect the application of accounting principles and reported amounts of assets and liabilities, income and expenses are based on historic experience and other factors considered reasonable under the circumstances.
The estimates constitute the basis for the assessment of the net book value of assets and liabilities when these values cannot be derived from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statement, is given in the following notes:
• Impairment test for intangible assets
(note 7)
• Amortization periods for intangible assets
(note 7)
- Capitalized development cost/R&D cost (note 7 and 8)
- Taxes (note 5)
• Revenue recognition under long term construction contracts (note 19)
The preparation of the Group's consolidated financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment of the carrying amount of the asset or liability affected in the future.
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment of the carrying amounts of assets and liabilities within the next financial year are discussed below.
Intangible assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date.
4 Financial Statement Group Notes 4
Goodwill and capitalized development cost are tested for impairment annually and at other times when such indicators exist. The Group's impairment test for goodwill and capitalized development cost is based on value in use calculations that use a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset base of the cash generating unit being tested.
The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the cash generating unit, including a sensitivity analysis, are further explained in note 7. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. This is especially relevant to capitalized development costs.
Capitalized development costs
Development expenditures are recognized as an intangible asset when the Group can demonstrate:
- The technical feasibility of completing the intangible asset so that it will be available for use or sale
- The Groups intention to complete and the Groups ability to use or sell the asset
- How the asset will generate future economic benefits
- The ability to measure reliable expenditure during development
- The availability of resources to complete the asset
When all the above criteria's are met, the costs relating to development start to be recognized in the balance sheet. Project manager performs a continuous assessment to identify whether the cost relates to the development project or to normal operations. Internal hours used in the development project are capitalized at cost (no mark-up), see note 7.
Costs that have been expensed in previous accounting periods are not recognized in the balance sheet.
Recognized development costs are amortized on a straight-line basis over the estimated useful life for the asset, usually not exceeding 5 years. Amortization starts when the asset is ready for use. No amortization has yet been performed for the development projects. The fair value of the development costs will be calculated when there is an indicator of change in value.
Deferred tax assets
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
Long term construction contracts
The percentage-of-completion method is used to account for construction contracts. This method requires estimates of the final revenue and costs of the contract, as well as measurement of progress achieved to date as a proportion of the total work performed.
The Group reviews the estimates of contract revenue and contract costs for ongoing projects on a monthly basis though its internal financial reporting processes. See note 19 for disclosures relating to construction contracts.
New IFRS standards and interpretations
The accounting policies adopted are consistent with those of the previous financial year, except for the amendments to IFRS which have been implemented by the Group during the current financial year. None of the amendements to IFRS for 2015 has had significant effect to the group financials. The interpretations not yet effective will not have any significant impact for the Group.
Annual Improvements 2011 – 2013 Cycle
These amendments apply to annual accounts that started on 1 January 2015 or later. The Group has applied the amendments for the first time in the financial statements for 2015. The amendments cover:
IFRS 13 Fair Value Measurement
The amendment is implemented prospectively and clarifies that the portfolio exception in IFRS 13 can not only be applied to financial assets and financial liabilities, but also to other contract which fall under the scope of IAS 39.
The implementation has not had any effect on the Group's financial statement for 2015.
New standards not yet effective
IFRS 9 Financial Instruments
In July 2014 the IASB published the final element in IFRS 9 and the standard is now complete. IFRS 9 results in amendments to classification and measurement, hedge accounting and impairment. IFRS 9 will replace IAS 39 Financial Instrument: Recognition and Measurement. The parts of IAS 39 that have not been amended as part of this project has been transferred and included in IFRS 9. The standard shall be implemented retrospectively, with the exception of hedge accounting, but it is not a requirement to prepare comparative figures. The rules for hedge accounting shall mainly be implemented prospectively, with certain few exceptions. The Group has no plans regarding early implementation of the standard.
The standard will apply from January 1st 2018 and will not have material impacts for the Group.
IFRS 15 Revenue from Contracts with Customers
The IASB and FASB has published a new converged standard for revenue recognition; IFRS 15 Revenue from Contracts with Customers. The standard replaces all existing standards and interpretations relating to revenue recognition.
The core principle of IFRS 15 is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the con-sideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. With some few exceptions, the standard is applicable for all remunerative contracts and includes a model for recognition and measurement of sale of individual non-financial assets (e.g. sale of property, plant and equipment). IFRS 15 shall be implemented using either the fully retrospective or modified method.
The standard will apply from January 1st 2018. The Group is in progress of assessing the effect of the implementation, but does not expect it to have significant impact on ordinary sales of goods. The new standard will impact the disclosures of the financial statement.
IFRS 16 Leases
IFRS 16 Leases replaces existing IFRS leases requirements, IAS 17 Leases. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, ie the customer ('lessee') and the supplier ('lessor'). The new leases standard requires lessees to recognise assets and liabilities for most leases, which is a significant change from current requirements. For lessor, IFRS 16 substantially carries forward the accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.
The effective date for IASB is from January 1st 2019, but yet to be determined by EU. The Group is in progress of assessing the effect of the implementation.
Annual Improvements 2010-2012
IASBs annual improvements project 2010- 2012 includes amendments to a number of standards:
IFRS 2 Share-based Payment
The amendment is implemented prospectively and clarifies the definition of performance conditions and service conditions, including the following:
- A performance condition must contain a service condition
- A performance target must be met while the counterparty is rendering service
- A performance target may relate to the operations or activities of an entity, or to those of another entity in the same group
- A performance condition may be a market or non-market condition
- If the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied
IFRS 3 Business Combinations
The amendment is implemented prospectively and clarifies that contingent consideration in a business acquisition that is not classified as equity in subsequent periods shall be measured at fair value through profit or loss regardless of whether or not it falls within the scope of IAS 39.
IFRS 8 Operating Segments
The amendments are implemented retrospectively and clarify that if the operating segments are combined, the entity must disclose the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are 'similar'.
IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets
The amendment is implemented retrospectively and clarifies that the revaluation method may be used by reference to observable data, either by adjusting the gross carrying amount to the market value or by determining the market value at the carrying amount and adjusting the gross carrying amount proportionately so that the carrying amount is equal to the market value. The accumulated depreciation/amortization is the difference between the gross and carrying amount of the asset.
IAS 24 Related Party Disclosures
The amendment is implemented retrospectively and clarifies that an entity providing management personnel services ("a management entity") and key management personnel to management is a related party and has to apply the disclosure requirements for related parties.
The above listed amendments has none or minor effect for the Group.
Annual Improvements 2012-2014
IASBs annual improvements project 2012–2014 includes amendments to a number of standards:
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
The amendment is implemented prospectively and clarifies that an entity reclassifying an asset or disposal group directly from held for sale to held for distribution (or vice versa), this is regarded as a continuation of the original disposal plan. There is therefore no interruption in the application of the requirements of IFRS 5.
IFRS 7 Financial Instruments - Disclosures
The amendment relates to disclosure regarding an entity's continuing involvement in the transferred assets. It clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. The assessment of which management contracts involve continuing involvement in a financial asset must be undertaken retrospectively, but the note disclosures must not be provided before the enterprise implements the amendment to IFRS 7.
IAS 19 Employee Benefits
The amendment clarifies that the assessment of the liquid market for high quality corporate bonds shall be made based on the currency in which the pension liability is denominated, rather than the country where the pension liability is based. This means that high quality corporate bonds issued by entities domiciled in other countries shall be taken into consideration in the assessment, provided that the bonds are issued in the same currency as that in which the pension benefits will be paid. This amendment must be applied prospectively.
The Group does not expect that implementation of the amendments listed above will have a material effect on the financial statement of the Group on the date of implementation.
"Hurtigruten", the famous coastal steamers, choose Polarcirkel boats.
AKVA group´s feed barges have load capacity from 96 to 850 metric tons.
Business segments
Cage Based Technology
Software
Land Based Technology
Intra segment revenue is immaterial.
| Cage Based Technology (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Operating revenue | 1 070 927 | 972 585 | 723 987 |
| Operating expenses | 976 102 | 884 812 | 693 508 |
| Operating profit before depreciation and amortization (EBITDA) | 94 825 | 87 773 | 30 479 |
| Depreciation and amortization | 33 254 | 26 717 | 26 047 |
| Operating profit (EBIT) | 61 571 | 61 056 | 4 432 |
| Investments in the period | 59 551 | 37 168 | 26 599 |
| Software (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Operating revenue | 132 092 | 106 737 | 97 699 |
| Operating expenses | 106 092 | 91 444 | 78 248 |
| Operating profit before depreciation and amortization (EBITDA) | 26 000 | 15 293 | 19 451 |
| Depreciation and amortization | 10 331 | 7 072 | 5 362 |
| Operating profit (EBIT) | 15 669 | 8 222 | 14 089 |
| Investments in the period | 8 611 | 9 060 | 11 865 |
The sales of other items than professional services in this segment are immaterial.
| Land Based Technology (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Operating revenue | 222 319 | 166 737 | 96 984 |
| Operating expenses | 207 984 | 166 438 | 100 009 |
| Operating profit before depreciation and amortization (EBITDA) | 14 335 | 298 | -3 025 |
| Depreciation and amortization | 3 865 | 1 941 | 1 679 |
| Operating profit (EBIT) | 10 469 | -1 642 | -4 704 |
| Investments in the period | 7 592 | 3 537 | 1 383 |
The sales of services in this segment are immaterial.
Note 2 Segment information Note 2 Segment information
Recirculation technology forms the main part of our Land Based Aquaculture Technology, which is developing into a major trend in global aquaculture. This technology allow the re-use (recirculation) of close to 100% of the water by cleaning the water and restoring important water quality parameters, using advanced water treatment technology. Main components used include mechanical filters, UV treatment, biofilters, degasser units, oxygenation, cooling/heating systems and lifting pumps. The main reason for reporting this separately is due to the very different nature of this business compared to the other more traditional part of AKVA group's business and products. Recirculation projects tend to be 10-20 times larger (in average project value) compared to other delivery projects (other AKVA group products). The sales process is substantially more complex and time consuming as it often requires extensive pre-project engineering, site evaluations and harder to get financing. Main subsidiaries in the Group for Land Based Technology are AKVA group Denmark A/S (Denmark), Plastsveis AS (Norway) and Aquatec Solutions A/S (Denmark).
Main products include all FishtalkTM software brands such as: Production control, planning, traceability and ERP software for both the aquaculture and the fishing industry. Main markets include Norway, Iceland, Canada, Chile and UK. AKVA group is the market leader in software both to the aquaculture and fishing industries in these markets. Main offices for the software activities are in Norway (Trondheim) and Iceland (Reykjavik and Akureyri).
Main products include PolarcirkelTM, WavemasterTM and AkvasmartsTM hardware brands such as: Plastic cages, steel cages, feed barges, feed systems, sensor- and camera systems, underwater lights and net cleaning systems. Various degrees of cage farming projects are also delivered in main export markets. These also include nets and mooring systems from other recognized sub-suppliers. Through Helgeland Plast AS in Norway, AKVA group also supplies polyethylene work boats and pipes to aquaculture and other industries.
For more detailed description and information about products and services included in the business areas, please go to "Products" at www.akvagroup.com and download the short version of the product catalogues.
| TOTAL (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Operating revenue | 1 425 338 1 246 059 | 918 670 | |
| Operating expenses | 1 290 179 1 142 694 | 871 765 | |
| Operating profit before depreciation and amortization (EBITDA) | 135 159 103 365 | 46 905 | |
| Depreciation and amortization | 47 450 | 35 729 | 33 088 |
| Operating profit (EBIT) | 87 709 | 67 635 | 13 817 |
| Assets | 1 083 127 903 821 721 981 | ||
| Liabilites | 654 695 514 569 383 125 | ||
| Investments in the period | 75 755 | 49 765 | 39 847 |
The figures listed below are based on where the legal entities are located.
| 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Geographical information (in NOK 1 000) | Norway | Chile | Canada | Scotland | Iceland | Other | Group |
| Operating revenue - external customers | 783 853 | 148 177 | 95 903 | 140 226 | 80 257 176 923 1 425 338 | ||
| Assets | 606 568 | 140 221 | 40 037 | 81 350 | 35 111 179 840 1 083 127 | ||
| Investments in the period | 44 899 | 3 543 | 317 | 16 379 | 3 454 7 163 | 75 755 | |
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Geographical information (in NOK 1 000) | Norway | Chile | Canada | Scotland | Iceland | Other | Group |
| Operating revenue - external customers | 799 337 | 146 374 | 51 953 | 76 405 | 62 721 109 268 1 246 059 | ||
| Assets | 470 120 | 202 069 | 45 068 | 78 076 | 29 988 78 500 | 903 821 | |
| Investments in the period | 28 365 | 2 193 | 2 322 | 9 225 | 4 133 3 527 | 49 765 | |
| 2013 | |||||||
|---|---|---|---|---|---|---|---|
| Geographical information (in NOK 1 000) | Norway | Chile | Canada | Scotland | Iceland | Other | Group |
| Operating revenue - external customers | 456 187 | 154 056 | 22 841 | 51 917 | 51 732 181 936 | 918 670 | |
| Assets | 407 280 | 150 356 | 21 085 | 55 098 | 25 731 62 432 | 721 981 | |
| Investments in the period | 23 353 | 3 933 | 169 | 6 950 | 4 231 1 211 | 39 847 |
Revenues by customer
The revenue from the 5 largest customers within all segments and geographic areas are as follows:
| Revenues by customer (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Customer A | 185 705 | 127 945 | 85 964 |
| Customer B | 81 213 | 79 582 | 44 375 |
| Customer C | 73 998 | 57 227 | 38 525 |
| Customer D | 46 503 | 51 530 | 31 971 |
| Customer E | 44 070 | 49 890 | 27 582 |
Revenue from customer A is mainly in the cage based technology segment, with a small portion in the land based technology segment.
Note 2 continues
| Payroll expenses (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Salaries | 293 524 | 248 058 | 201 764 |
| Payroll tax | 18 920 | 16 708 | 12 164 |
| Pension costs | 11 129 | 8 054 | 7 165 |
| Other benefits Note 3 |
17 521 | 7 126 | 8 236 |
| Total payroll expenses | 341 094 | 279 945 | 229 329 |
| Wages and remunerations | |||
| Number of employees at year end: | 670 | 722 | 571 |
| Payroll expenses (in NOK 1 000) The average number of employees in full time equivalent in the group during the year is: |
2015 690 |
2014 662 |
2013 612 |
Note 3 Wages and remunerations Note 3 Wages and remunerations
Eirik Børve Monsen (CFO) 1 380 68 17 200 - Loan and pledge
Per Andreas Hjetland (COO Nordic) 1 255 73 30 335 - Trond Severinsen (COO Export & CMO) 1 081 74 127 185 - The Group has not given any loans or pledges to members of the Board or Group management as of December 31st.
| Andrew Campbell (COO Americas) | 1 103 | - | 64 | 369 | - |
|---|---|---|---|---|---|
| Inge Forseth (COO Technology & Software)* Remuneration to group management 2014 (in NOK 1 000) Odd Martin Solem ( former COO Technology & Software) |
404 Salary 474 |
66 Pension 29 |
11 Other 3 |
Accrued - - not paid - Bonus** |
- Options - |
| * Inge Forseth assumed his position at September 1st 2014. | |||||
| Trond Williksen (CEO) | 2 136 | 72 | 132 | 100 1 344 | |
| ** Change of principle compared to previous years. Comparable figures for 2013 are included in the tables below. Eirik Børve Monsen (CFO) |
1 380 | 68 | 17 | 200 | - |
| Per Andreas Hjetland (COO Nordic) | 1 255 | 73 | 30 | 335 | - |
| Trond Severinsen (COO Export & CMO) | 1 081 | 74 | 127 | 185 Accrued - |
- |
| Remuneration to group management 2013 (in NOK 1 000) Andrew Campbell (COO Americas) |
Salary 1 103 |
Pension - |
Other 64 |
not paid 369 |
Options - |
| Inge Forseth (COO Technology & Software)* | 404 | 66 | 11 | Bonus** - |
- |
| Odd Martin Solem ( former COO Technology & Software) | 474 | 29 | 3 | - | - |
Eirik Børve Monsen (CFO) 1 324 64 14 157 - Per Andreas Hjetland (COO Nordic) 1 216 69 23 95 - Trond Severinsen (COO Export & CMO) 1 044 68 128 71 - * Inge Forseth assumed his position at September 1st 2014. ** Change of principle compared to previous years. Comparable figures for 2013 are included in the tables below.
| Odd Martin Solem (COO Technology & Software) | 1 031 | 65 | 8 | - | - |
|---|---|---|---|---|---|
| Andrew Campbell (COO Americas) Remuneration to group management 2013 (in NOK 1 000) |
1 160 Salary |
- Pension |
64 Other |
Accrued - 41 not paid Bonus** |
- Options |
| Trond Williksen (CEO) | 2 102 | 67 | 130 | - | - |
| Eirik Børve Monsen (CFO) | 1 324 | 64 | 14 | 157 | - |
| Per Andreas Hjetland (COO Nordic) | 1 216 | 69 | 23 | 95 | - |
| Trond Severinsen (COO Export & CMO) | 1 044 | 68 | 128 | 71 | - |
| Odd Martin Solem (COO Technology & Software) | 1 031 | 65 | 8 | - | - |
| Andrew Campbell (COO Americas) | 1 160 | - | 64 | 41 | - |
| Accrued - | |||||
|---|---|---|---|---|---|
| Payroll tax Remuneration to group management 2015 (in NOK 1 000) Pension costs Remuneration to group management 2015 (in NOK 1 000) Remuneration to group management 2015 (in NOK 1 000) Other benefits |
Salary Salary Salary |
18 920 Pension 11 129 Pension Pension 17 521 |
16 708 Other 8 054 Other Other 7 126 |
12 164 not paid Accrued - Accrued - Bonus 7 165 not paid not paid Bonus 8 236 Bonus |
Options Options Options |
| Total payroll expenses Trond Williksen (CEO) |
2 213 | 341 094 61 |
279 945 136 |
229 329 * |
- |
| Trond Williksen (CEO) Eirik Børve Monsen (CFO) Trond Williksen (CEO) |
2 213 1 406 2 213 |
61 61 61 |
136 13 136 |
- |
- - - |
| Eirik Børve Monsen (CFO) Per Andreas Hjetland (COO Nordic) Number of employees at year end: Eirik Børve Monsen (CFO) |
1 406 1 272 1 406 |
61 61 670 61 |
13 10 722 13 |
360 571 - |
- - - |
| Per Andreas Hjetland (COO Nordic) The average number of employees in full time equivalent in the group during the year is: Trond Severinsen (COO Export & CMO) Per Andreas Hjetland (COO Nordic) |
1 272 1 091 1 272 |
61 690 61 61 |
10 167 662 10 |
360 183 612 360 |
- - - |
| Trond Severinsen (COO Export & CMO) Andrew Campbell (COO Americas) Trond Severinsen (COO Export & CMO) |
1 091 1 336 1 091 |
61 - 61 |
167 48 167 |
183 290 183 |
- - - |
| Andrew Campbell (COO Americas) Inge Forseth (COO Technology & Software) Andrew Campbell (COO Americas) |
1 336 1 181 1 385 |
- 61 - |
48 11 48 |
290 347 290 |
- - - |
| Inge Forseth (COO Technology & Software) Inge Forseth (COO Technology & Software) |
1 181 1 181 |
61 61 |
11 11 |
347* Accrued - 347 |
- - |
Remuneration to group management 2014 (in NOK 1 000) Salary Pension Other
The agreed remuneration for Trond Williksen is an annual fixed salary of MNOK 2.213. He is also entitled to full payment during sick leaves up 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual salary Bonus Trond Williksen (CEO) 2 213 61 136 - - The agreed remuneration for Trond Williksen is an annual fixed salary of MNOK 2.213. He is also entitled to full payment during sick leaves up to 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual The agreed remuneration for Trond Williksen is an annual fixed salary of MNOK 2.213. He is also entitled to full payment during sick leaves up to 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual salary in the three year period ending on December 31st 2016. Williksen can claim 12 months of salary if his contract is terminated.
Remuneration to group management 2013 (in NOK 1 000) Salary Pension Other
Loan and pledge The Group has not given any loans or pledges to members of the Board or Group management as of December 31st. Accrued - Per Andreas Hjetland (COO Nordic) 1 272 61 10 360 - Trond Severinsen (COO Export & CMO) 1 091 61 167 183 - Andrew Campbell (COO Americas) 1 385 - 48 290 - Inge Forseth (COO Technology & Software) 1 181 61 11 347 - The current incentive scheme for the Group holds two elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalization in the 3 year period ending on December 31st 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period. (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance. In addition, a share incentive scheme for all employees was introduced in 2015. The share incentive scheme gave all employees an opportunity to invest in AKVA group The current incentive scheme for the Group holds two elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalization in the 3 year period ending on December 31st 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period. (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance. In addition, a share incentive scheme for all employees was introduced in 2015. The share incentive scheme gave all employees an opportunity to invest in AKVA group ASA shares with a given amount and rebate. The terms and conditions for the share incentive scheme was equal for all employees.
Remuneration to group management 2015 (in NOK 1 000) Salary Pension Other
Remuneration to group management 2014 (in NOK 1 000) Salary Pension Other 52 weeks and a monthly car allowance of KNOK 10. Trond Williksen has a 3 years bonus arrangement limited up to 100% of the annual salary The general bonus plan does not exclude special bonus payments for particularly demanding projects.
Trond Williksen (CEO) 2 136 72 132 100 1 344 *Total accrued provision for bonuses to group management at year end was MNOK 5.9 for the agreements mentioned above.
Note 3 continues
| Effective tax rate (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Expected income taxes, statutory tax rate of 27% | 24 190 | 16 975 | 1 279 |
| Permanent differences (27%) | 2 786 | 1 660 | 109 |
| Effect of change in tax rate and revaluation | -18 | -1 032 | -2 332 |
| Deviation between Norwegian and foreign tax rate | -3 245 | -658 | 384 |
| Excess(-)/insufficient(+) provisions in former years | 452 | -1 272 | 34 |
| Change in non-recognized deferred tax asset | -4 476 | -7 280 | 2 720 |
| Income tax expense | 19 690 | 8 394 | 2 193 |
Effective tax rate in percent of profit before tax 25,2 % 13,3 % 48,0 %
| Fees to the Board of Directors Fees to the Board of Directors |
Position Position |
2015 2015 |
2014 2014 |
2013 2013 |
received | |
|---|---|---|---|---|---|---|
| Hans Kristian Mong Hans Kristian Mong |
Chairperson of the Board Chairperson of the Board |
280 280 |
280 280 |
233 233 |
||
| Anne Breiby Anne Breiby |
Deputy Chairperson of the Board Deputy Chairperson of the Board |
200 200 |
200 200 |
183 183 |
||
| Frode Teigen Frode Teigen |
Member of the Board Member of the Board |
165 165 |
155 155 |
131 131 |
||
| Evy Vikene Evy Vikene |
Member of the Board Member of the Board |
125 125 |
63 63 |
- - |
||
| Nils Viga Nils Viga |
Member of the Board Member of the Board |
150 150 |
78 78 |
- - |
||
| Aino Kristin Lindal Olaisen Aino Kristin Lindal Olaisen |
Member of the Board Member of the Board |
88 88 |
- - |
- - |
Note 5 Note 5 Note 5 |
|
| Anthony James Anthony James |
Member of the Board Member of the Board |
63 63 |
- - |
- - |
Taxes Taxes Taxes |
|
| Tore Obrestad Tore Obrestad |
Member of the Board Member of the Board |
30 30 |
30 30 |
30 30 |
||
| Carina Jensen Carina Jensen |
Member of the Board Member of the Board |
30 30 |
8 8 |
- - |
||
| Henrik A. Schultz Henrik A. Schultz |
Member of the Board Member of the Board |
30 30 |
8 8 |
- - |
||
| Aino Kristin Lindal Olaisen Aino Kristin Lindal Olaisen |
Former member of the Board Former member of the Board |
- - |
83 83 |
135 135 |
||
| Ingvald Løyning Ingvald Løyning |
Former member of the Board Former member of the Board |
- - |
73 73 |
63 63 |
||
| Kjell A. Corneliussen Kjell A. Corneliussen |
Former member of the Board Former member of the Board |
- - |
23 23 |
30 30 |
||
| Eivind Brendryen Eivind Brendryen |
Former member of the Board Former member of the Board |
- - |
28 28 |
25 25 |
||
| Amund Skarholt Amund Skarholt |
Former Chairperson of the Board Former Chairperson of the Board |
- - |
- - |
160 160 |
Establishment of salaries and other remuneration to executive management Establishment of salaries and other remuneration to executive management
The remuneration of the executive management is based on the principle that the base salary shall promote value creation in the company and contribute to coincident interests between owners and the executive management. The remuneration of the executive management is based on the principle that the base salary shall promote value creation in the company and contribute to coincident interests between owners and the executive management.
As the leading aquaculture technology supplier, AKVA group is dependent to offer salaries and remunerations that secure that the most compentent management is recruited. It is the policy of the Board of Directors that in order to recruit the most competent management, the company has to offer salaries and remunerations which are satisfactory to the management and are able to compete in an international market. As the leading aquaculture technology supplier, AKVA group is dependent to offer salaries and remunerations that secure that the most compentent management is recruited. It is the policy of the Board of Directors that in order to recruit the most competent management, the company has to offer salaries and remunerations which are satisfactory to the management and are able to compete in an international market. As the leading aquaculture technology supplier, AKVA group is dependent to offer salaries and remunerations that secure that the most compentent management is recruited. It is the policy of the Board of Directors that in order to recruit the most competent management, the company has to offer salaries and remunerations which are satisfactory to the management and are able to compete in an international market.
Note 4 Government grants and subsidies Government grants and subsidies (in NOK 1 000)
The Board of Directors has established a remuneration comittee which shall act as a preliminary organ in relation to the Boards role in the establishment of remuneration to the Chief executive officer and other members in the group management. The Board of Directors has established a remuneration comittee which shall act as a preliminary organ in relation to the Boards role in the establishment of remuneration to the Chief executive officer and other members in the group management.
It is the company's policy that the remuneration of the executive management principally is based on a fixed monthly salary which reflects the tasks and responsibility of the employment. This remuneration is established on an individual basis. The fixed monthly salary is determined amongst other of the following factors: It is the company's policy that the remuneration of the executive management principally is based on a fixed monthly salary which reflects the tasks and responsibility of the employment. This remuneration is established on an individual basis. The fixed monthly salary is determined amongst other of the following factors:
| Government grants received (in NOK 1 000) Government grants received (in NOK 1 000) |
2015 2014 2015 |
2013 2014 |
2013 |
|---|---|---|---|
| "Skattefunn" | 1 216 1 698 1 216 |
767 1 698 |
767 |
| Other | 849 1 500 849 |
101 1 500 |
101 |
| Total | 2 250 3 198 2 250 |
868 3 198 |
868 |
| Note 5 | |||
| Note 5 Taxes Taxes |
|||
| Tax expense (in NOK 1 000) Tax expense (in NOK 1 000) |
2015 2014 2015 |
2013 2014 |
2013 |
| Current taxes payable Current taxes payable |
6 217 3 036 6 217 |
1 317 3 036 |
1 317 |
| Adjustment related to previous year Adjustment related to previous year |
-608 -2 395 -608 |
-194 -2 395 |
-194 |
| Change in deferred taxes Change in deferred taxes |
14 299 7 754 14 299 |
325 7 754 |
325 |
| Effect of change in tax rate in Norway Effect of change in tax rate in Norway |
-218 - -218 |
746 - |
746 |
| Total tax expense Total tax expense |
19 690 8 394 19 690 |
2 193 8 394 |
2 193 |
• Experience and competence of the executive manager • Experience and competence of the executive manager
- Responsibility • Responsibility
- Competion from the market • Competion from the market
Total variable remuneration shall not in normal cases exceed the value of the fixed remuneration. AKVA group introduced in 2006 a stock option plan. Stock options are granted to the executive management and other senior employees. Total variable remuneration shall not in normal cases exceed the value of the fixed remuneration. AKVA group introduced in 2006 a stock option plan. Stock options are granted to the executive management and other senior employees.
The change in deferred taxes in the statement of financial positions is larger than what is reflected in the income tax expense. The main reason for this is deferred tax acquired in business combination. The change in deferred taxes in the statement of financial positions is larger than what is reflected in the income tax expense. The main reason for this is deferred tax acquired in business combination.
The agreed pension plan is the same for the executive management as for the rest of the Norwegian employees. The agreed pension plan is the same for the executive management as for the rest of the Norwegian employees.
Note 4
Salary payments after termination of employment is normally related to confidentiality and restrictive competitor agreements in which these payments shall only compensate for the constraints to the resigned employees permission to enter into a new employment agreement. Agreements of payment after termination of employment shall as a basis be reduced with salaries from other employees. AKVA group ASA does not use agreements of salary payments after termination of employment without a distinct reason. employers. Salary payments after termination of employment is normally related to confidentiality and restrictive competitor agreements in which these payments shall only compensate for the constraints to the resigned employees permission to enter into a new employment agreement. Agreements of payment after termination of employment shall as a basis be reduced with salaries from other employees. AKVA group ASA does not use agreements of salary payments after termination of employment without a distinct reason.
| Calculation of the basis for taxation Calculation of the basis for taxation 2015 |
2014 2015 |
2013 2014 |
2013 |
|---|---|---|---|
| Profit before tax 78 090 |
62 893 78 090 |
4 567 62 893 |
4 567 |
| Permanent differences Permanent differences 29 304 |
6 153 29 304 |
388 6 153 |
388 |
| Change in temporary differences related to acquisitions and revaluations Change in temporary differences related to acquisitions and revaluations 55 301 |
-11 095 55 301 |
-608 -11 095 |
-608 |
| Change in temporary differences Change in temporary differences -115 344 |
-48 676 -115 344 |
-1 938 -48 676 |
-1 938 |
| Permanent differences related to acquisitions Permanent differences related to acquisitions -20 605 |
3 835 -20 605 |
2 544 3 835 |
2 544 |
| Tax base 26 746 |
13 111 26 746 |
4 953 13 111 |
4 953 |
| Specification of temporary differences Specification of temporary differences 2015 |
2014 2015 |
2013 2014 |
2013 |
| Current assets 25 050 |
-29 237 25 050 |
-2 438 -29 237 |
-2 438 |
| Fixed assets 85 109 |
60 168 85 109 |
57 392 60 168 |
57 392 |
| Provisions -12 606 |
-15 302 -12 606 |
-16 085 -15 302 |
-16 085 |
| Pension obligations Pension obligations -246 |
-1 114 -246 |
-69 -1 114 |
-69 |
| Losses carried forward Losses carried forward |
-82 417 -101 561 -174 401 | -82 417 -101 561 -174 401 | |
| Other 1 367 |
-12 042 1 367 |
-12 163 -12 042 |
-12 163 |
| Total 16 256 |
-99 088 -147 764 16 256 |
-99 088 -147 764 | |
| Calculated deferred tax assets Calculated deferred tax assets 12 659 |
22 627 12 659 |
36 448 22 627 |
36 448 |
| Calculated deferred tax Calculated deferred tax -16 419 |
-16 419 - |
- - |
- |
| Effect of change in tax rate in Norway Effect of change in tax rate in Norway -218 |
- -218 |
746 - |
746 |
| Deferred tax asset not recognised in balance sheet Deferred tax asset not recognised in balance sheet -1 470 |
-1 753 -1 470 |
-12 077 -1 753 |
-12 077 |
| Deferred tax asset Deferred tax asset 12 659 |
20 874 12 659 |
25 117 20 874 |
25 117 |
| Deferred tax liability Deferred tax liability 18 107 |
18 107 - |
- - |
- |
| Fees to auditor (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Fees to auditor (in NOK 1 000) | 2015 | 2014 | 2013 |
| Audit | 1 967 | 1 571 | 1 305 |
| Audit | 1 967 | 1 571 | 1 305 |
| Tax services | 663 | 916 | 708 |
| Tax services | 663 | 916 | 708 |
| Attestation services | 10 | - | 39 |
| Attestation services | 10 | - | 39 |
| Other services | 733 | 448 | 63 |
| Other services | 733 | 448 | 63 |
| Total | 3 373 | 2 935 | 2 115 |
| Total | 3 373 | 2 935 | 2 115 |
All fees to the auditor is excluded of VAT. All fees to the auditor is excluded of VAT.
Henrik A. Schultz, Carina Jensen and Tore Obrestad are elected amongst the employees and are the employee representatives in the Board of Directors. In addition to the board fee they have all received salary, pension contribution and other remunerations. Henrik A. Schultz has in 2015 received KNOK 520 in salary, KNOK 17 in contribution to the pension scheme and KNOK 5 in other remuneration. Carina Jensen has in 2015 received KNOK 550 in salary, KNOK 17 in contribution to the pension scheme and KNOK 36 in other remuneration. Tore Obrestad has in 2015 received KNOK 782 in salary, KNOK 35 in contribution to the pension scheme and KNOK 163 in other remuneration. Henrik A. Schultz, Carina Jensen and Tore Obrestad are elected amongst the employees and are the employee representatives in the Board of Directors. In addition to the board fee they have all received salary, pension contribution and other remunerations. Henrik A. Schultz has in 2015 received KNOK 520 in salary, KNOK 17 in contribution to the pension scheme and KNOK 5 in other remuneration. Carina Jensen has in 2015 received KNOK 550 in salary, KNOK 17 in contribution to the pension scheme and KNOK 36 in other remuneration. Tore Obrestad has in 2015 received KNOK 782 in salary, KNOK 35 in contribution to the pension scheme and KNOK 163 in other remuneration.
The Group has a tax loss carry forward of MNOK 82.4 whereof MNOK 82.3 is available indefinitely for offset against future taxable profits of the companies in which the losses arose. The deferred tax asset recognized in the Statement of Financial Position is made probable due to future earnings in the subsidiaries and tax planning. The Group has a tax loss carry forward of MNOK 82.4 whereof MNOK 82.3 is available indefinitely for offset against future taxable profits of the companies in which the losses arose. The deferred tax asset recognized in the Statement of Financial Position is made probable due to future earnings in the subsidiaries and tax planning.
| 2015 | Goodwill | Development costs |
Product rights, patents & trademarks |
2015 Total |
|---|---|---|---|---|
| Acquisition cost at 01.01. | 203 083 | 130 227 | 117 155 450 466 | |
| Additions related to investments in subsidaries | 59 274 | - | 20 900 | 80 175 |
| Acquisition cost during the year | - | 18 619 | 495 | 19 113 |
| Revaluations | 7 490 | 3 652 | 2 111 | 13 254 |
| Disposals during the year | - | - | -31 | -31 |
| Acquisition cost 31.12. | 269 848 | 152 498 | 140 631 562 977 | |
| Accumulated amortization at 01.01. | 395 | 86 766 | 106 095 193 256 | |
| Amortization during the year | - | 11 290 | 7 219 | 18 510 |
| Revaluations | - | 2 699 | 289 | 2 988 |
| Accumulated amortization disposals during the year | - | - | 92 | 92 |
| Accumulated amortization 31.12. | 395 | 100 756 | 113 695 214 846 | |
| Net book value at 31.12. | 269 453 | 51 742 | 26 935 348 130 |
Note 7 Note 7
Intangible assets Intangible assets (in NOK 1 000)
Note 5 continues
Note 7 continues
| Acquisition cost at 01.01. |
|---|
| Additions related to investments in subsidaries |
| Acquisition cost during the year |
| Revaluations |
| Disposals during the year |
| Acquisition cost 31.12. |
| 2014 | Goodwill | Development costs |
Product rights, patents & trademarks |
2014 Total |
|---|---|---|---|---|
| Acquisition cost at 01.01. | 178 413 | 112 050 | 113 192 403 655 | |
| Additions related to investments in subsidaries | 17 699 | - | 1 009 | 18 708 |
| Acquisition cost during the year | - | 16 022 | 1 900 | 17 921 |
| Revaluations | 6 971 | 2 155 | 1 058 | 10 184 |
| Disposals during the year | - | - | -3 | -3 |
| Acquisition cost 31.12. | 203 083 | 130 227 | 117 155 450 466 | |
| Accumulated amortization at 01.01. | 395 | 76 281 | 101 265 177 941 | |
| Amortization during the year | - | 8 986 | 4 605 | 13 591 |
| Revaluations | - | 1 499 | 228 | 1 727 |
| Accumulated amortization disposals during the year | - | - | -3 | -3 |
| Accumulated amortization 31.12. | 395 | 86 766 | 106 095 193 256 | |
| Net book value at 31.12. | 202 688 | 43 461 | 11 060 257 209 |
| Product | ||||
|---|---|---|---|---|
| Development | rights, patents & |
2013 | ||
| 2013 | Goodwill | costs | trademarks | Total |
| Acquisition cost at 01.01. | 159 531 | 93 097 | 110 469 363 097 | |
| Additions related to investments in subsidaries | 11 573 | - | 1 365 | 12 938 |
| Acquisition cost during the year | 538 | 16 487 | - | 17 025 |
| Revaluations | 6 770 | 2 467 | 1 358 | 10 595 |
| Disposals during the year | - | - | - | - |
| Acquisition cost 31.12. | 178 413 | 112 050 | 113 192 403 655 | |
| Accumulated amortization at 01.01. | 395 | 64 576 | 96 879 161 850 | |
| Amortization during the year | - | 10 287 | 4 235 | 14 522 |
| Revaluations | - | 1 419 | 152 | 1 570 |
| Accumulated amortization disposals during the year | - | - | - | - |
| Accumulated amortization 31.12. | 395 | 76 281 | 101 265 177 941 | |
| Net book value at 31.12. | 178 018 | 35 769 | 11 926 225 714 |
Expiry dates of Tax Loss Carry Forwards (in NOK 1000) Expiry dates of Tax Loss Carry Forwards
| -82 337 -82 337 |
|---|
| - - |
| - - |
| - - |
| -81 -81 |
| - - |
| - - |
About 34% of the tax loss carry forwards is related to Norwegian tax jurisdiction, while 54% i related to AKVA group Denmark A/S. Both the Danish and the Norwegian companies included in the Group are expected to have positiv earnings in the coming years and the tax loss carry forwards can be offset against these profits. is related to AKVA group Denmark A/S. e About 34% of the tax loss carry forwards is related to Norwegian tax jurisdiction, while 54% i related to AKVA group Denmark A/S. Both the Danish and the Norwegian companies included in the Group are expected to have positiv earnings in the coming years and the tax loss carry forwards can be offset against these profits.
The current market conditions look promising for the salmon industry worldwide. The current market conditions look promising for the salmon industry worldwide.
Note 6 Note 6 Note 6
Net earnings per share Net earnings per share Net earnings per share
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| 2015 | 2014 | 2013 | |
| Ordinary profit / net income (in NOK 1 000) | 56 828 | 55 080 | 2 875 |
| Ordinary profit / net income (in NOK 1 000) | 56 828 | 55 080 | 2 875 |
| Number of ordinary shares outstanding as of 31.12. | 25 834 303 | 25 834 303 25 834 303 | |
| Number of ordinary shares outstanding as of 31.12. | 25 834 303 | 25 834 303 25 834 303 | |
| Weighted average number of ordinary shares | 25 834 303 | 25 834 303 25 834 303 | |
| Weighted average number of ordinary shares | 25 834 303 | 25 834 303 25 834 303 | |
| Earnings per share (NOK) | 2,20 | 2,13 | 0,11 |
| Earnings per share (NOK) | 2,20 | 2,13 | 0,11 |
| Diluted number of shares | 25 711 303 | 25 834 303 25 834 303 | |
| Diluted number of shares | 25 711 303 | 25 834 303 25 834 303 | |
| Diluted earnings per share (NOK) | 2,21 | 2,13 | 0,11 |
| Diluted earnings per share (NOK) | 2,21 | 2,13 | 0,11 |
Goodwill: Goodwill: Goodwill:
After the acquisitions of Wavemaster, Polarcirkel, Maritech, UNI Aqua, Idema, Plastsveis, YesMaritime and Aquatec Solutions, AKVA group is a leading provider with a strong market position in an industry which is based on renewable resources. See impairment test of goodwill below. After the acquisitions of Wavemaster, Polarcirkel, Maritech, UNI Aqua, Idema, Plastsveis, YesMaritime and Aquatec Solutions, AKVA group is a leading provider with a strong market position in an industry which is based on renewable resources. See impairment test of goodwill below. After the acquisitions of Wavemaster, Polarcirkel, Maritech, UNI Aqua, Idema, Plastsveis, YesMaritime and Aquatec Solutions, AKVA group is a leading provider with a strong market position in an industry which is based on renewable resources. See impairment test of goodwill below.
At 31.12.2015 diluted number of shares was lower than number of ordinary shares. See note 25 Share buyback. At 31.12.2015 diluted number of shares was lower than number of ordinary shares. See note 25 Share buyback.
Development Costs: Development Costs: Development Costs:
The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8. The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8. The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8.
Product rights, patents & trademarks: Product rights, patents & trademarks: Product rights, patents & trademarks:
The acquisition cost is related to the acquisition of Superior Systems AS (2001), Vicass (2002), Cameratech (2004), Ocean Service Log (2004), Polarcirkel/Wavemaster (2006), Maritech/UNI Aqua (2007), Idema Aqua (2008), Plastsveis (2013), YesMaritime (2014) and Aquatec Solutions (2015). The acquisition cost is related to the acquisition of Superior Systems AS (2001), Vicass (2002), Cameratech (2004), Ocean Service Log (2004), Polarcirkel/Wavemaster (2006), Maritech/UNI Aqua (2007), Idema Aqua (2008), Plastsveis (2013), YesMaritime (2014) and Aquatec Solutions (2015). The acquisition cost is related to the acquisition of Superior Systems AS (2001), Vicass (2002), Cameratech (2004), Ocean Service Log (2004), Polarcirkel/Wavemaster (2006), Maritech/UNI Aqua (2007), Idema Aqua (2008), Plastsveis (2013), YesMaritime (2014) and Aquatec Solutions (2015).
Impairment test of goodwill: Impairment test of goodwill: Impairment test of goodwill:
Both the parent company and the subsidiaries use linear amortisation of all intangible assets. The useful economic life for the intangible assets are estimated as: Development 3-5 years, patents 20 years, trademarks 5 years and product rights 5-10 years. amorization
Intangible assets with indefinite useful life and goodwill are not amortised. However, these assets are tested annualy for impairment. Goodwill acquired through business combinations has been allocated to the following cash-generating units: Intangible assets with indefinite useful life and goodwill are not amortised. However, these assets are tested annualy for impairment. Goodwill acquired through business combinations has been allocated to the following cash-generating units: Intangible assets with indefinite useful life and goodwill are not amortised. However, these assets are tested annualy for impairment. Goodwill acquired through business combinations has been allocated to the following cash-generating units: amortized
Impairment test of goodwill:
Note 7 continues
Note 8
Research and development Note 8 Research and development
During the year the Group expensed MNOK 29.9 (MNOK 19.5 in 2014 and MNOK 19.5 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include capitalised development costs according to IAS 38 (see details in note 7).
Book value of goodwill: 2015 2014 2013 CAGE BASED TECHNOLOGY Book value of goodwill: 2015 2014 2013 CAGE BASED TECHNOLOGY
| Total Total |
269 453 269 453 |
202 688 178 018 | 202 688 178 018 | |
|---|---|---|---|---|
| LAND BASED TECHNOLOGY LAND BASED TECHNOLOGY Recirculation technology Recirculation technology |
90 996 90 996 |
29 619 29 619 |
28 558 28 558 |
|
| SOFTWARE SOFTWARE Software and IT-services Software and IT-services |
38 530 38 530 |
34 797 34 797 |
32 440 32 440 |
|
| Farming services | 17 699 | 17 699 | - | |
| Farming services | 17 699 | 17 699 | - | |
| Idema | 26 621 | 26 621 | 26 621 | |
| Idema | 26 621 | 26 621 | 26 621 | |
| Steel cages | 46 252 | 44 628 | 41 197 | |
| Steel cages | 46 252 | 44 628 | 41 197 | |
| Plastic cages | 49 355 | 49 324 | 49 203 | |
| Plastic cages | 49 355 | 49 324 | 49 203 | |
Discounted cash flow models are used to determine the recoverable amount for the cash-generating units. The Group has projected cash flows based on financial budgets and forecasts approved by the Board of Directors. Beyond the explicit budget and forecast period of five years, the cash flows are extrapolated using a constant nominal growth rate. Discounted cash flow models are used to determine the recoverable amount for the cash-generating units. The Group has projected cash flows based on financial budgets and forecasts approved by the Board of Directors. Beyond the explicit budget and forecast period of five years, the cash flows are extrapolated using a constant nominal growth rate.
| 2015 | Land and building |
Machinery and equipment |
Total |
|---|---|---|---|
| Acquisition cost at 01.01. | 15 664 | 191 754 207 419 | |
| Additions from investment in subsidaries | - | 1 629 1 629 | |
| Additions during the year | 2 847 | 53 794 56 641 | |
| Revaluations | - | 7 639 7 639 | |
| Disposals during the year | - | -3 961 -3 961 | |
| Acquisition cost 31.12. | 18 511 | 250 855 269 367 | |
| Accumulated depreciation 01.01. | 4 999 | 128 410 133 410 | |
| Accumulated depreciations from acquisition | - | 1 129 1 129 | |
| Depreciation during the year | 177 | 28 764 28 941 | |
| Revaluations | - | 4 275 4 275 | |
| Accumulated depreciation disposals during the year | - | -1 882 -1 882 | |
| Accumulated depreciation 31.12. | 5 176 | 160 696 165 872 | |
| Net book value 31.12. | 13 335 | 90 160 103 495 |
Key assumptions used for calculations: Key assumptions used for calculations:
Growth rates Growth rates
The expected growth rates from the cash-generating units converges from its current level experienced over the last few years to the long term growth level expected for the aquaculture industry. Cash flow beyond a five year period are extrapolated using a 3.0% growth rate. The expected growth rates from the cash-generating units converges from its current level experienced over the last few years to the long term growth level expected for the aquaculture industry. Cash flow beyond a five year period are extrapolated using a 3.0% growth rate.
Both the parent company and the subsidiaries use linear depreciation for all tangible assets. The useful economic life (in years) is estimated to: > 10 3-5
Note 9 Note 9
Tangible fixed assets Tangible fixed assets (in NOK 1 000)
Gross margin Gross margin
The gross margins are only with immaterial changes based on achieved gross margins during the last three years, and is aligned with achivements the last year. It is assumed the gross margin will be stable in the years to come. It is expected that any change in the raw material prices during a reasonable time period will be reflected in product market prices and thus not have any material effect on achieved gross margins. The gross margins are only with immaterial changes based on achieved gross margins during the last three years, and is aligned with achivements the last year. It is assumed the gross margin will be stable in the years to come. It is expected that any change in the raw material prices during a reasonable time period will be reflected in product market prices and thus not have any material effect on achieved gross margins.
| 2014 | Land and building |
Machinery and equipment |
Total |
|---|---|---|---|
| Acquisition cost at 01.01. | 7 642 | 146 939 154 580 | |
| Additions from investment in subsidaries | - | 13 931 13 931 | |
| Additions during the year | 8 023 | 23 531 31 554 | |
| Revaluations | - | 8 572 8 572 | |
| Disposals during the year | - | -1 218 -1 218 | |
| Acquisition cost 31.12. | 15 664 | 191 754 207 419 | |
| Accumulated depreciation 01.01. | 4 838 | 94 739 99 577 | |
| Accumulated depreciations from acquisition | - | 7 396 7 396 | |
| Depreciation during the year | 161 | 21 976 22 137 | |
| Revaluations | - | 5 009 5 009 | |
| Accumulated depreciation disposals during the year | - | -710 | -710 |
| Accumulated depreciation 31.12. | 4 999 | 128 410 133 410 | |
| Net book value 31.12. | 10 665 | 63 344 74 009 |
Market share Market share
The calculations are based on the assumption that market share will not change significantly from the date of the calculation. The calculations are based on the assumption that market share will not change significantly from the date of the calculation.
Discount rates Discount rates
Both the parent company and the subsidiaries use linear depreciation for all tangible assets. The useful economic life (in years) is estimated to: > 10 3-5
Discount rates are based on Weighted Average Cost of Capital (WACC) derived from the Capital Asset Pricing Model (CAPM) methodology. The cost of a company's equity and debt, weighted to reflect its capital structure of 72|28 respectively, derive its weighted average cost of capital. The discount rates take into account the debt premium, market risk premium, gearing, corporate tax rate and asset beta. Discount rates are based on Weighted Average Cost of Capital (WACC) derived from the Capital Asset Pricing Model (CAPM) methodology. The cost of a company's equity and debt, weighted to reflect its capital structure of 72|28 respectively, derive its weighted average cost of capital. The discount rates take into account the debt premium, market risk premium, gearing, corporate tax rate and asset beta.
In the recoverable amount assessment, the Group has applied estimated cash flows after tax and a corresponding discount rate after tax of 6,96% for all three cash-flow generating units. A variation of +/- 1% does not materially affect the conclusion. The recoverable amounts would not change significantly if pre-tax cash flows and a pre-tax discount rate of 7,20% had been applied instead. In the recoverable amount assessment, the Group has applied estimated cash flows after tax and a corresponding discount rate after tax of 6,96% for all three cash-flow generating units. A variation of +/- 1% does not materially affect the conclusion. The recoverable amounts would not change significantly if pre-tax cash flows and a pre-tax discount rate of 7,20% had been applied instead.
Sensitivity to changes in assumptions IAS 36.134(f) Sensitivity to changes in assumptions IAS 36.134(f)
With regards to the assessment of value-in-use of the different cash-generating units, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount short term. With regards to the assessment of value-in-use of the different cash-generating units, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount short term.
Impairment test of goodwill:
Note 9 continues
| 2013 | Land and building |
Machinery and equipment |
Total |
|---|---|---|---|
| Acquisition cost at 01.01. | 7 615 | 112 928 120 543 | |
| Additions related to investments in subsidiary during the year | - | 8 128 8 128 | |
| Additions during the year | 56 | 23 304 23 360 | |
| Revaluations | - | 3 856 3 856 | |
| Disposals during the year | -29 | -1 278 -1 307 | |
| Acquisition cost 31.12. | 7 642 | 146 939 154 580 | |
| Accumulated depreciation 01.01. | 4 670 | 70 110 74 780 | |
| Accumulated depreciation acquired companies | - | 4 969 4 969 | |
| Depreciation during the year | 168 | 18 398 18 566 | |
| Revaluations | - | 2 014 2 014 | |
| Accumulated depreciation disposals during the year | - | -753 | -753 |
| Accumulated depreciation 31.12. | 4 838 | 94 739 99 577 | |
| Net book value 31.12. | 2 804 | 52 200 55 003 | |
| Both the parent company and the subsidiaries use linear depreciation for all tangible |
assets. The useful economic life (in years) is estimated to: > 10 3-5
Note 10 Note 10
| Subsidiaries consolidated in the group accounts Company |
Acquisition year |
Location | Share ownership |
Voting rights |
|---|---|---|---|---|
| AKVA group North America Inc. | 1995 | Canada | 100 % | 100 % |
| AKVA group Scotland Ltd. | 1997 | Scotland | 100 % | 100 % |
| AKVA group Software AS | 1997 | Norway | 100 % | 100 % |
| AKVA group Chile S.A. | 1998 | Chile | 100 % | 100 % |
| AKVA Ltd 1) | 1998 | Scotland | 100 % | 100 % |
| AKVA group Services AS | 2001 | Norway | 100 % | 100 % |
| AKVAsmart Ltd. (Turkey) | 2005 | Turkey | 100 % | 100 % |
| Helgeland Plast AS | 2006 | Norway | 100 % | 100 % |
| Wise lausnir ehf | 2007 | Iceland | 100 % | 100 % |
| AKVA group Denmark A/S | 2007 | Denmark | 100 % | 100 % |
| Polarcirkel AS | 2010 | Norway | 100 % | 100 % |
| Plastsveis AS | 2013 | Norway | 70 % | 70 % |
| YesMaritime AS | 2014 | Norway | 100 % | 100 % |
| Rogaland Sjøtjenester AS 2) | 2014 | Norway | 100 % | 100 % |
| Wise Blue AS 3) | 2015 | Norway | 100 % | 100 % |
| Aquatec Solutions A/S | 2015 | Denmark | 100 % | 100 % |
| Sistemas de Recirculacion Ltda4) | 2015 | Chile | 100 % | 100 % |
Subsidiaries and other long-term investments Subsidiaries and other long-term investments (in NOK 1 000 unless stated otherwise)
1) Subsidiary of AKVA group Scotland Ltd.
2) Subsidiary of YesMaritime AS
3) Subsidiary of Wise lausnir ehf
4) Subsidiary of Aquatec Solutions A/S
Share ownership and voting rights has been unchanged since acquistions date.
| Other long-term investments | Currency | Share capital |
Number of shares |
Par value (NOK) |
Book value Owner | ship |
|---|---|---|---|---|---|---|
| Centre for Aquaculture Competence AS NOK Blue Planet AS |
NOK | 450 1 350 |
150 2 |
1 000 50 000 |
153 100 |
33 % 7 % |
| Other investments | NOK | 431 | <5 % | |||
| Total | 684 |
Note 11 Note 11 Note 11
The write down of obsolete stock at year end is related to finished goods.
Stock Stock Stock (in NOK 1 000) Government grants and subsidies Note 11
(in NOK 1 000) Note 12 Note 12 Note 12 Receivables Adjustment related to previous year -608 -2 395 -194 Change in deferred taxes 14 299 7 754 325 Note 12
Receivables due in more than Receivables (in NOK 1000) Receivables (in NOK 1 000) (in NOK 1 000) Effect of change in tax rate in Norway -218 - 746 Receivables Receivables
Bad debt provision 1.1 9 456 11 755 8 600 Change in temporary differences -115 344 -48 676 -1 938 The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is:
| Bad debt provision 1.1 Bad debt provision 1.1 Increase in bad debt provision related to acquisitions |
12 531 12 531 1 218 |
9 456 9 456 11 755 1 698 |
11 755 187 |
|
|---|---|---|---|---|
| Current assets | Increase in bad debt provision related to acquisitions Increase in bad debt provision related to acquisitions Recorded bad debt cost during the year Change for the year 25 050 -29 237 |
1 218 1 218 2 231 -2 438 - 1 494 |
1 698 1 698 2 303 255 |
187 187 -1 603 |
| Fixed assets | Change for the year Change for the year Change in bad debt provision Used from the provision 85 109 60 168 |
- - 2 500 -2 952 57 392 -3 583 |
2 303 2 303 -1 603 3 539 -671 |
-1 603 276 |
| Provisions | Used from the provision Total bad debt cost during the year Used from the provision Unused amounts reversed -12 606 -15 302 |
4 731 -3 583 -3 583 -1 458 -16 085 -2 327 |
-671 3 794 -671 -254 |
276 276 -1 158 |
| Pension obligations | Unused amounts reversed Unused amounts reversed Bad debt provision 31.12. -246 -1 114 |
-2 327 -2 327 7 838 -69 |
-254 -254 -1 158 12 531 |
-1 158 9 456 |
| Losses carried forward | Of the recorded bad debt cost during the year all was covered by bad debt provision. Bad debt provision 31.12. Bad debt provision 31.12. -82 417 -101 561 -174 401 |
7 838 7 838 |
12 531 12 531 9 456 |
9 456 |
| Stock (in NOK 1 000) Government grants received (in NOK 1 000) Stock (in NOK 1 000) Stock (in NOK 1 000) Stock (in NOK 1 000) Stock (in NOK 1 000) |
2014 2013 2015 2015 2014 2013 2015 2015 |
2012 2014 2014 Stock (in NOK 1 000) 2014 |
2013 2013 2013 2015 |
|---|---|---|---|
| Raw materials (at cost) Raw materials (at cost) Work in progress (at cost) |
53 461 38 611 1 216 1 698 60 002 767 7 615 |
66 130 53 461 3 949 22 065 |
38 611 |
| Raw materials (at cost) Raw materials (at cost) Raw materials (at cost) Work in progress (at cost) Finished goods (at net realisable value) |
60 002 60 002 849 1 500 8 627 101 106 162 101 628 |
53 461 53 461 7 615 73 540 |
Raw materials (at cost) 38 611 38 611 60 002 3 949 |
| Work in progress (at cost) Work in progress (at cost) Work in progress (at cost) Total Finished goods (at net realisable value) |
8 627 8 627 167 238 144 188 161 736 2 250 3 198 112 047 868 |
7 615 7 615 106 162 |
3 949 3 949 Work in progress (at cost) 8 627 101 628 |
| Finished goods (at net realisable value) Finished goods (at net realisable value) Finished goods (at net realisable value) Total Write-down of obsolete stock 1.1 Total Total |
112 047 112 047 180 676 3 622 1 894 180 676 180 676 |
106 162 106 162 167 238 1 321 167 238 Total 167 238 |
Finished goods (at net realisable value) 101 628 101 628 112 047 144 188 144 188 144 188 180 676 |
| Write-down of obsolete stock during the year Write-down of obsolete stock 1.1 Write-down of obsolete stock 31.12 |
1 391 5 013 5 013 3 578 |
1 684 571 3 578 1 892 |
1 894 |
| Write-down of obsolete stock 1.1 Write-down of obsolete stock 1.1 Write-down of obsolete stock 1.1 Write-down of obsolete stock during the year |
5 013 5 013 719 |
3 578 3 578 1 435 |
Write-down of obsolete stock 1.1 1 894 1 894 5 013 1 684 |
| Write-down of obsolete stock during the year Write-down of obsolete stock during the year Write-down of obsolete stock during the year The write down of obsolete stock at year end is related to finished goods. Write-down of obsolete stock 31.12 |
719 719 5 732 |
1 435 1 435 5 013 |
Write-down of obsolete stock during the year 1 684 1 684 3 578 |
| Receivables due in more than Receivables due in more than one year Other long-term receivables Receivables due in more than Receivables due in more than Receivables due in more than one year The change in deferred taxes in the statement of financial positions is larger than what is reflected in the income tax expense. The main reason |
2015 1 368 4 505 2015 |
2014 1 287 Receivables due in more than 2014 |
2013 2013 |
|---|---|---|---|
| Total one year one year one year for this is deferred tax acquired in business combination. Other long-term receivables |
1 368 4 505 2015 2015 2014 2 063 |
1 287 one year 2014 2013 1 368 |
2013 2015 4 505 |
| Other long-term receivables Accounts receivables Total Other long-term receivables Other long-term receivables Other long-term receivables Total Calculation of the basis for taxation 2015 |
2 063 2 063 2 063 2 063 2 063 2014 2013 |
1 368 1 368 1 368 Other long-term receivables 1 368 4 505 1 368 |
4 505 4 505 4 505 2 063 4 505 |
Permanent differences 29 304 6 153 388 Accounts receivables Accounts receivables
| Bad debt provisions 26 746 Used from the provision Bad debt provisions Bad debt provisions Bad debt provisions |
13 111 4 953 2015 -671 276 2015 2015 2014 |
2014 -48 Bad debt provisions 2014 2013 |
2013 2013 2015 |
|
|---|---|---|---|---|
| Unused amounts reversed Bad debt provision 1.1 Specification of temporary differences 2015 |
-254 -1 158 12 531 2014 2013 |
-1 9 456 |
11 755 | |
| Bad debt provision 31.12. Bad debt provision 1.1 Bad debt provision 1.1 Bad debt provision 1.1 Increase in bad debt provision related to acquisitions |
12 531 9 456 12 531 12 531 1 218 |
11 754 9 456 Bad debt provision 1.1 9 456 11 755 1 698 |
11 755 12 531 187 |
|
| Increase in bad debt provision related to acquisitions Increase in bad debt provision related to acquisitions Increase in bad debt provision related to acquisitions Recorded bad debt cost during the year Change for the year 25 050 |
1 218 1 218 2 231 1 494 -29 237 -2 438 - |
1 698 Increase in bad debt provision related to acquisitions 1 698 187 255 2 303 |
187 1 218 -1 603 |
|
| Change for the year Change for the year Change for the year Change in bad debt provision Used from the provision 85 109 |
- - 2 500 -2 952 60 168 57 392 -3 583 |
2 303 Change for the year 2 303 -1 603 3 539 -671 |
-1 603 - 276 |
|
| Total bad debt cost during the year Used from the provision Used from the provision Used from the provision Unused amounts reversed -12 606 |
4 731 -1 458 -3 583 -3 583 -15 302 -16 085 -2 327 |
3 794 -671 Used from the provision -671 276 -254 |
-3 583 276 -1 158 |
|
| Unused amounts reversed Unused amounts reversed Unused amounts reversed Bad debt provision 31.12. -246 |
-2 327 -2 327 -1 114 7 838 -69 |
-254 Unused amounts reversed -254 -1 158 12 531 |
-1 158 -2 327 9 456 |
|
| Losses carried forward | Of the recorded bad debt cost during the year all was covered by bad debt provision. Bad debt provision 31.12. Bad debt provision 31.12. Bad debt provision 31.12. |
7 838 7 838 -82 417 -101 561 -174 401 |
12 531 Bad debt provision 31.12. 12 531 9 456 |
9 456 7 838 |
| Recorded bad debt cost during the year 1 367 Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. |
-4 605 -12 042 -12 163 |
2 231 | 1 494 | |
| Recorded bad debt cost during the year Recorded bad debt cost during the year Recorded bad debt cost during the year Change in bad debt provision 16 256 |
-4 605 -4 605 -99 088 -147 764 4 525 |
2 231 Recorded bad debt cost during the year 2 231 1 494 2 500 |
1 494 -4 605 -2 952 |
|
| Change in bad debt provision Change in bad debt provision Change in bad debt provision As of 31.12. the Group had the following ageing profile of outstanding accounts receivables: Total bad debt cost during the year |
4 525 4 525 -80 |
2 500 Change in bad debt provision 2 500 -2 952 4 731 |
-2 952 4 525 -1 458 |
|
| Total bad debt cost during the year Total bad debt cost during the year Total bad debt cost during the year |
-80 -80 |
4 731 Total bad debt cost during the year 4 731 -1 458 |
-1 458 -80 |
Receivables due in more than Receivables due in more than Receivables due in more than Receivables due in more than
2013 155 539 74 433 36 867 9 396 7 394 27 449 Deferred tax asset 12 659 20 874 25 117 Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. Reference is made to note 18 for more details of credit and currency risk related to accounts receivables. Reference is made to note 18 for more details of credit and currency risk related to accounts receivables.
| The Group has a tax loss carry forward of MNOK 82.4 whereof MNOK 82.3 is available indefinitely for offset against future taxable profits of Total the companies in which the losses arose. The deferred tax asset recognized in the Statement of Financial Position is made probable due to |
Total Total Not due |
Not due Not due Due <30 |
Due <30 Due <30 Due 31-60 Total days |
Due 31-60 Due 61-90 Due 31-60 Due 61-90 Not due days |
Due > 91 Due 61-90 Due > 91 Due > 91 Due <30 days |
||
|---|---|---|---|---|---|---|---|
| future earnings in the subsidiaries and tax planning. | days | days days |
days days |
days days days |
|||
| 2015 | 2015 2015 2014 |
2015 289 217 |
289 217 289 217 168 938 262 894 |
168 938 168 938 45 148 163 545 |
45 148 289 217 45 148 14 978 36 622 |
14 978 2015 168 938 14 978 18 336 41 816 30 260 |
18 336 41 816 18 336 41 816 45 148 10 772 21 694 |
| 2014 | 2014 2013 |
2014 262 894 |
262 894 163 545 155 539 |
163 545 36 622 74 433 |
262 894 36 622 30 260 36 867 |
2014 163 545 30 260 10 772 21 694 9 396 |
10 772 21 694 36 622 7 394 27 449 |
| 2013 | 2013 | 155 539 2013 |
155 539 74 433 |
74 433 36 867 |
36 867 9 396 155 539 |
2013 9 396 74 433 |
7 394 27 449 7 394 27 449 36 867 |
Effect of change in tax rate in Norway -218 - 746 Of the recorded bad debt cost during the year all was covered by bad debt provision. Of the recorded bad debt cost during the year all was covered by bad debt provision. Of the recorded bad debt cost during the year all was covered by bad debt provision.
As of 31.12. the Group had the following ageing profile of accounts receivables: As of 31.12. the Group had the following ageing profile of accounts receivables: As of 31.12. the Group had the following ageing profile of accounts receivables:
The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is:
AKVA group ASA
The company's share capital is MNOK 25.8 divided into 25.8 million shares, each with a par value of NOK 1. The company has only one category of shares and all shares entitle shareholders to equal rights in the company.
| The 20 largest shareholders at 31.12.15 | Number of shares |
Ownership in % of total shares |
|---|---|---|
| EGERSUND GROUP AS | 13 203 105 | 51,11 % |
| WHEATSHEAF INVESTMENT | 3 900 000 | 15,10 % |
| VERDIPAPIRFONDET ALFRED | 814 886 | 3,15 % |
| MP PENSJON PK | 539 300 | 2,09 % |
| SKANDINAVISKA ENSKILDA | 518 000 | 2,01 % |
| EIKA NORGE | 489 417 | 1,89 % |
| STATOIL PENSJON | 397 904 | 1,54 % |
| VERDIPAPIRFONDET DNB | 390 000 | 1,51 % |
| VPF NORDEA KAPITAL | 301 700 | 1,17 % |
| MERTOUN CAPITAL AS | 300 000 | 1,16 % |
| OLE MOLAUG EIENDOM AS | 238 692 | 0,92 % |
| VERDIPAPIRFONDET EIKA | 208 100 | 0,81 % |
| DAHLE BJØRN | 196 300 | 0,76 % |
| VPF NORDEA AVKASTNING | 180 000 | 0,70 % |
| ROGALAND SJØ AS | 173 550 | 0,67 % |
| HAVBRUKSCONSULT AS | 166 000 | 0,64 % |
| UBS (LUXEMBOURG) S.A | 146 537 | 0,57 % |
| SIX SIS AG | 130 000 | 0,50 % |
| Treasury shares held by AKVA GROUP ASA | 123 000 | 0,48 % |
| MOLAUG OLE | 114 752 | 0,44 % |
| Other shareholders | 3 303 060 | 12,79 % |
| Total | 25 834 303 | 100,00 % |
| Shares owned by members of the Board of Directors | Number of shares |
Options |
|---|---|---|
| Frode Teigen and Hans Kristian Mong as owners of Egersund Group AS* | 13 203 105 | - |
| Anne Breiby (Kjerby AS) | 63 800 | - |
| Nils Viga (Askvig AS) | 100 000 | - |
| Tore Obrestad | 2 368 | - |
* Frode Teigen, through Kontrazi AS, and Hans Kristian Mong, through Mongbakken AS, owns 50 % each in Egersund Group AS
| Shares owned by group management | Number of shares |
Options |
|---|---|---|
| Trond Williksen (CEO) | 40 000 | - |
| Eirik Børve Monsen (CFO) | 20 000 | - |
| Per Andreas Hjetland (COO Nordic) | 2 500 | - |
| Trond Severinsen (COO Export & CMO) | 22 425 | - |
Note 13 Note 13
Bank deposits (in NOK 1000) Bank deposits
Note 14 Shareholders Shareholders Due > 91
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Restricted bank deposits Overdraft limit |
10 114 90 000 |
9 250 90 000 |
6 509 94 000 |
| Utilised end of year | 39 058 | - | 56 475 |
Note 14
4 Financial Statement Group Notes 4 Note 16
As of December 31st the Group has no pension liablity. As of December 31st the Group has no pension liablity.
AKVA group ASA's shares in Aquatec Solutions A/S, in total 500 at value DKK 1.000, are also pledged as security for the liabilities. AKVA group ASA's shares in Aquatec Solutions A/S, in total 500 at value DKK 1.000, are also pledged as security for the liabilities.
As of December 31st 2015 bank guarantees of MNOK 36.5 is issued on behalf of the Group. As of December 31st 2015 bank guarantees of MNOK 36.5 is issued on behalf of the Group.
Repayment of debt Repayment of debt
Note 15 Note 15 Pensions Pensions Long-term liabilities due in more than 5 years 2015 2014 2013
Pensions (in NOK 1000) (in NOK 1 000) (in NOK 1 000) Liabilities to financial institutions 3 960 2 560 77 000
AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at Danske Bank. AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at Danske Bank.
The pension schemes in all the Norwegian legal entities are defined contribution plans where agreed contributions are expensed as paid. The companies have no further commitments towards pensions when the agreed contributions are paid. All pension costs are included in payroll expenses in the profit and loss statement. The pension schemes in all the Norwegian legal entities are defined contribution plans where agreed contributions are expensed as paid. The companies have no further commitments towards pensions when the agreed contributions are paid. All pension costs are included in payroll expenses in the profit and loss statement. 2015 2014 2013 Liabilities secured with assets 245 633 142 446 132 888
Note 16 Note 16 Note 16 Repayment of debt
| The Groups's long-term debt matures as follows: | 2015 | 2014 | 2013 |
|---|---|---|---|
| The Groups's long-term debt matures as follows: | 2015 | 2014 | 2013 |
| Less than 1 Year | 18 760 | 13 779 | 10 625 |
| Less than 1 Year | 18 760 | 13 779 | 10 625 |
| 2-3 Years | 35 574 | 32 383 | 24 633 |
| 2-3 Years | 35 574 | 32 383 | 24 633 |
| 4-5 Years | 148 281 | 93 725 | 20 105 |
| 4-5 Years | 148 281 | 93 725 | 20 105 |
| More than 5 Years | 3 960 | 2 560 | 77 000 |
| More than 5 Years | 3 960 | 2 560 | 77 000 |
| Total long-term debt | 206 575 | 142 446 | 132 363 |
| Total long-term debt | 206 575 | 142 446 | 132 363 |
| Average interest rate | 3,11 % | 3,35 % | 3,71 % |
| Average interest rate | 3,11 % | 3,35 % | 3,71 % |
Liabilities to financial institutions (in NOK 1 000) Liabilities to financial institutions Liabilities to financial institutions AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at
| Secured assets: 2015 |
2014 | 2013 | |
|---|---|---|---|
| Contribution plans Contribution plans Accounts receivable 114 358 |
2015 2015 90 285 |
2014 2014 27 152 |
2013 2013 |
| 92 129 82 788 |
82 889 | ||
| Contributions expensed during the year Contributions expensed during the year Other assets |
11 129 11 129 58 114 40 624 |
7 774 7 774 250 000 |
5 776 5 776 |
*As of December 31st 2015 an amount of MNOK 18.76 of the long-term debt due within one year is, in accordance with IFRS, reclassified to short-term interest bearing debt in the balance sheet. *As of December 31st 2015 an amount of MNOK 18.76 of the long-term debt due within one year is, in accordance with IFRS, reclassified to short-term interest bearing debt in the balance sheet.
According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension schemes meet the requirements in the legislation. According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension schemes meet the requirements in the legislation. As of December 31st 2015 bank guarantees of MNOK 36.5 is issued on behalf of the Group.
| The Groups's long-term debt matures as follows: Long-term liabilities due in more than 5 years Long-term liabilities due in more than 5 years |
2015 2015 2014 2015 |
2014 2013 2014 |
2013 2013 |
|---|---|---|---|
| Less than 1 Year Liabilities to financial institutions |
18 760 13 779 35 574 32 383 3 960 |
10 625 24 633 2 560 |
77 000 |
| Liabilities to financial institutions Total Total |
3 960 148 281 3 960 93 725 3 960 |
2 560 2 560 20 105 2 560 |
77 000 77 000 77 000 |
| More than 5 Years | 3 960 2 560 2015 |
77 000 2014 |
2013 |
| Total long-term debt Liabilities secured with assets Liabilities secured with assets |
2015 206 575 142 446 245 633 245 633 |
2014 132 363 142 446 142 446 |
2013 132 888 132 888 |
| Average interest rate Secured assets: |
3,11 % 3,35 % 2015 |
3,71 % 2014 |
2013 |
| Secured assets: *As of December 31st 2015 an amount of MNOK 18.76 of the long-term debt due within one year is, in accordance with IFRS, reclassified to Accounts receivable |
2015 114 358 |
2014 90 285 |
2013 27 152 |
| Accounts receivable Stock short-term interest bearing debt in the balance sheet. |
114 358 92 129 |
90 285 82 788 |
27 152 82 889 |
| Stock Other assets |
92 129 58 114 |
82 788 40 624 |
82 889 250 000 |
| Other assets Total Total |
58 114 264 601 264 601 |
40 624 213 697 213 697 |
250 000 360 041 360 041 |
The Groups's long-term debt matures as follows: 2015 2014 2013
Note 16 continues
Note 18 Note 18
Financial instruments and risk management (in NOK 1 000) Financial instruments and risk management (in NOK 1 000)
Determination of fair value
The fair value of "hold-to-maturity" investments (with the exception of deposits mentioned above) is determined using available market prices.
1) The amount is included in Other receivables in the Consolidated Statement of Financial Positions 2) The amount is included in Other currrent liabilities in the Consolidated Statement of Financial Positions
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
The carrying amount of cash and cash equivalents and overdraft facilities is approximately equal to fair value since these instruments have a short term to maturity. Similarly, the carrying amount of trade receivables and trade payables is approximately equal to fair value since they are entered into on "normal" terms and conditions.
| 2015 | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Book value | Fair value | Book value | Fair value | Book value Fair value | ||
| Financial assets | ||||||
| Cash | 109 517 | 109 517 | 53 935 | 53 935 | 58 330 58 330 | |
| Trade receivables | 289 216 | 289 216 | 262 894 | 262 894 | 155 539 155 539 | |
| Other current assets | 36 686 31 268 |
36 686 31 268 |
65 766 | 65 766 | 56 123 56 123 | |
| Other long-term financial assets | 2 063 | 2 063 | 1 369 | 1 369 | 1 464 1 464 | |
| Forward currency contracts1) | 1 507 | 1 507 | - | - | - | - |
| Financial liabilities | ||||||
| Bank overdraft | 39 058 | 39 058 | - | - | 56 475 56 475 | |
| Trade payables | 128 189 | 128 189 | 135 413 | 135 413 | 88 957 88 957 | |
| Forward currency contracts2) | - | - | -4 543 | -4 543 | 334 | 334 |
| Interest-bearing loans and borrowings | ||||||
| Loans | 206 575 | 206 575 | 142 446 | 142 446 | 76 414 76 414 |
Note 17 Note 17 Specification of items that are grouped in the financial statement
The fair value of forward exchange contracts is determined using the forward exchange rate at the balance sheet date. The fair value of currency swaps is determined by the present value of future cash flows. The fair value of options is determined using option pricing models. For all the above mentioned derivatives, the fair value is confirmed by the financial institution with which the Group has entered into the contracts.
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments.
The loan notes is at floating interest rates which implies a book value in accordance to fair value.
The following of the Group's financial instruments are not measured at fair value: cash and cash equivalents, trade receivables, other current receivables, overdraft facilities, long-term debts, financial leasing obligations and "hold-to-maturity" investments.
The fair value of financial assets classified as "available for sale" and "financial assets at fair value through profit or loss" is determined by reference to published price quotations in an active market.
As December 31st 2015, the Group held financial instruments measured at fair value as mentioned below:
Loan covenants to Danske Bank
In the loan documents from Danske Bank the following loan covenants are set: following financial loan covenants are set:
Total financial expenses 12 603 8 757 11 091
Specifications of items that are grouped in the financial statement (in NOK 1 000) (in NOK 1 000) Note 17 Specification of items that are grouped in the financial statement Note 17 Specification of items that are grouped in the financial statement Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015.
- The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards Loan covenants to Danske Bank In the loan documents from Danske Bank the following loan covenants are set: Loan covenants to Danske Bank In the loan documents from Danske Bank the following loan covenants are set:
- Equity share for AKVA group ASA > 30%
- Equity in NOK for AKVA group ASA > 250 million - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30% - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30%
Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. - Equity in NOK for AKVA group ASA > 250 million Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015. - Equity in NOK for AKVA group ASA > 250 million Net interest-bearing debt over twelve months rolling EBITDA was 1.0 as of December 31st 2015.
- Deposits to lessors under operating leases, refer to Note 20. The fair value of financial assets and liabilities recognized at their carrying amount is calculated as the present value of estimated cash flows discounted by the interest rate that applies to corresponding liabilities and assets at the balance sheet date. This applies to :
Other financial expenses 4 191 1 734 2 867 Total financial expenses 12 603 8 757 11 091
The Group was compliant with all covenants in 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. The equity ratio in AKVA group ASA was 48.2 % as of December 31st 2015. Loan covenants to Danske Bank Loan covenants to Danske Bank
The terms for the interest bearing debt are based on market conditions. The interest rate is a floating rate and it is based on NIBOR + a margin. + a margin. The Group was compliant with all covenants in 2015. The terms for the interest bearing debt are based on market conditions. The interest rate is a floating rate and it is based on NIBOR + a The Group was compliant with all covenants in 2015. - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30% - The ratio net interest-bearing debt over twelve months rolling EBITDA < 3,50 for 2015 and onwards - Equity share for AKVA group ASA > 30%
| Financial Income Financial Income Other interest income |
2015 2 393 |
2014 2015 2 239 |
2013 2014 609 |
|---|---|---|---|
| The terms for the interest bearing debt are based on market conditions. The interest rate is a floating rate and it is based on NIBOR + a The terms for the interest bearing debt are based on market conditions. The interest Agio gain |
- | is a floating rate and it is based on NIBOR + a 1 208 |
852 |
| margin. Other interest income Other interest income |
2 393 | 2 239 2 393 |
609 2 239 |
| Other financial income Agio gain Agio gain |
591 - |
568 1 208 - |
381 852 1 208 |
| Total financial income Note 17 Other financial income Other financial income |
2 984 591 |
4 015 568 591 |
1 841 381 568 |
| Specification of items that are grouped in the financial statement Specification of items that are grouped in the financial statement Total financial income Total financial income |
2 984 | 4 015 2 984 |
|
| 1 841 4 015 |
|||
| (in NOK 1 000) | 2015 | 2014 | 2013 |
| Financial Expenses Financial Income Financial Expenses Income Financial Expenses |
2015 2014 2015 2015 |
2013 2014 2015 |
2013 2013 2014 |
| Interest expenses | 7 747 | 7 023 | 8 224 |
| Agio loss Other interest income Interest expenses Other interest income Interest expenses Other financial expenses |
666 2 393 2 239 7 747 2 393 4 191 |
- 7 023 2 239 609 7 747 1 734 |
- 8 224 609 7 023 2 867 |
Other financial expenses 4 191 1 734 2 867 Total financial expenses 12 603 8 757 11 091
| Total financial income Total financial expenses income Total financial expenses |
2 984 12 603 4 015 2 984 |
1 841 8 757 4 015 12 603 |
11 091 1 841 8 757 |
|---|---|---|---|
| Other operating expenses | 2015 | 2014 | 2013 |
| Financial Expenses Other operating expenses Financial Expenses Other operating expenses 2015 Accomodation, materials, equipment and maintenance |
2014 2015 51 159 |
2013 2014 2015 46 477 |
2013 2013 2014 38 906 |
| Marketing, travelling and communication Interest expenses Accomodation, materials, equipment and maintenance Interest expenses Accomodation, materials, equipment and maintenance |
36 565 7 747 51 159 7 023 7 747 |
30 549 8 224 46 477 7 023 51 159 |
29 762 38 906 8 224 46 477 |
| Other operating expenses Marketing, travelling and communication Agio loss Marketing, travelling and communication |
23 607 666 36 565 - 666 |
25 832 30 549 36 565 - - |
17 164 29 762 30 549 - |
| Total other operating expenses Other financial expenses Other operating expenses financial expenses Other operating expenses |
111 332 4 191 23 607 1 734 4 191 |
102 859 2 867 25 832 1 734 23 607 |
85 832 17 164 2 867 25 832 |
| Total financial expenses Total other operating expenses Total other operating expenses |
12 603 111 332 8 757 |
111 332 11 091 102 859 |
85 832 102 859 |
| Other operating expenses Other current liabilities Other operating expenses Other current liabilities Accrued costs |
2015 2014 2015 52 188 |
2013 2014 2015 74 218 |
2013 2013 2014 38 409 |
|---|---|---|---|
| Warranty provisions Accomodation, materials, equipment and maintenance Accrued costs Accomodation, materials, equipment and maintenance Accrued costs |
16 512 51 159 46 477 52 188 51 159 |
11 370 38 906 74 218 46 477 52 188 |
6 608 38 409 74 218 906 |
| Other current liabilities Marketing, travelling and communication Warranty provisions Marketing, travelling and communication Warranty provisions |
39 108 36 565 30 549 16 512 36 565 |
20 741 29 762 11 370 30 549 16 512 |
40 597 29 762 6 608 11 370 |
| Total other current liabilities Other operating expenses Other current liabilities operating expenses Other current liabilities |
107 808 23 607 25 832 39 108 23 607 |
106 330 17 164 20 741 25 832 39 108 |
85 614 40 597 17 164 20 741 |
| Total other operating expenses Total other current liabilities operating expenses Total other current liabilities |
111 332 107 808 111 332 102 859 |
107 808 85 832 106 330 102 859 |
85 614 85 832 106 330 |
Other financial income 591 568 381 Total financial income 2 984 4 015 1 841
income 591 568 381
Note 18 continues
| Assets measured at fair value Assets measured at fair value value |
31.12.2015 31.12.2015 |
Level 1 Level 1 |
Level 2 Level 2 Level 2 |
Level 3 Level 3 |
|---|---|---|---|---|
| Financial assets at Financial assets at fair value through profit and loss Financial assets at fair value through profit and loss profit and loss |
- - - |
- - - |
- - - |
- - - |
| Foreign exchange forward contracts Foreign exchange forward contracts Foreign exchange forward contracts |
1 507 1 507 1 507 |
- - - |
1 507 1 507 1 507 |
- - - |
| There have been no between Levels period. There have been no transfers between Levels during the period. There have been no transfers between Levels during the period. |
Currency risk Currency risk risk
Foreign currency sensitivity Foreign currency sensitivity
| income statement during the same period. All currency contracts expire 2016. income statement during the same period. All currency contracts expire in 2016. income statement during the same period. All currency contracts expire in 2016. the Group had the following positions through forward contracts, all contracts with maturity in 2016: |
|||||
|---|---|---|---|---|---|
| Currency (in 1 000) Currency (in 1 000) Currency (in 1 000) Currency |
Bought/sold Bought/sold |
Net currency amount | |||
| Euro Euro Euro Danish Kroner |
EUR EUR EUR DKK |
Bought Bought Sold |
737 11 000 4 737 4 737 |
||
| Norwegian Kroner Norwegian Kroner Norwegian Kroner British Pound |
NOK NOK NOK GBP |
Sold Sold |
44 093 44 093 44 093 2 700 |
||
| Norwegian Kroner | NOK | Bought | 49 165 |
| Note 18 continues | Note 18 continues | |||||
|---|---|---|---|---|---|---|
| Assets measured at fair value Assets measured at fair value value |
31.12.2015 31.12.2015 |
Level 1 Level 1 |
Level 2 Level 2 Level 2 |
Level 3 Level 3 |
31.12.2015 | |
| Financial assets at Financial assets at fair value through profit and loss Financial assets at fair value through profit and loss |
profit and loss | - - - |
- - - |
- - - |
- - - |
|
| Foreign exchange forward contracts Foreign exchange forward contracts Foreign exchange forward contracts |
1 507 1 507 1 507 |
- - - |
1 507 1 507 1 507 |
- - - |
||
| There have been no | There have been no transfers between Levels during the period. There have been no transfers between Levels during the period. between Levels period. |
|||||
| Currency risk Currency risk risk As part of As part to The risk is managed is |
As part of the international activity the Group's assets and liabilities as well as expected cash inflow and cash outflow are exposed As part of the international activity the Group's assets and liabilities as well as expected cash inflow and cash outflow are exposed assets and liabilities as to changes in the currency rates. Such risk is sought reduced by using currency forward contracts. to changes in the currency rates. Such risk is sought reduced by using currency forward contracts. the currency rates. Such risk sought reduced by using The currency risk is managed by the parent company in cooperation with the subsidiaries. The currency risk is managed by the parent company in cooperation with the subsidiaries. |
as expected cash inflow and cash outflow are exposed parent company in cooperation with the subsidiaries. |
31.12.2014 | |||
| In order to hedge the value of the items in the balance sheet denominated in a foreign currency In order to hedge the value of the items in the balance sheet denominated in a foreign currency In order to hedge the value of the items in the balance sheet denominated in a foreign currency the Group had the following positions through forward contracts, all contracts with the Group had the following positions through forward contracts, all contracts with maturity in 2016: the Group had the following positions through forward contracts, all contracts with maturity in 2016: |
2016: | |||||
| Currency Currency (in 1 000) Currency (in 1 000) 000) |
Bought/sold Bought/sold |
Bought/sold | Net currency amount Net currency amount Net currency amount |
31.12.2013 | ||
| Assets measured at fair value Danish Kroner Danish Kroner Danish Kroner |
DKK DKK DKK |
31.12.2015 Sold Sold |
Level 1 | Level 2 | Level 3 11 000 11 000 11 000 |
|
| British Pound British Pound British Pound Financial assets at fair value through profit and loss |
GBP GBP GBP |
- Sold Sold Sold |
- | - | 2 700 2 700 2 700 - |
|
| Norwegian Kroner Norwegian Kroner Norwegian Kroner Foreign exchange forward contracts |
NOK NOK NOK |
1 507 Bought Bought |
- | 1 507 | 49 165 49 165 49 165 - |
|
| Profit and loss from loss |
There have been no transfers between Levels during the period. Profit and loss from the above currency contracts are recorded directly via the income statement under financial items. Profit and loss from the above currency contracts are recorded directly via the income statement under financial items. above currency are recorded directly |
items. | ||||
| As the and At the end of the year the Group had The expected cash income |
As the Group has revenues and costs denominated in different currencies the net value As the Group has revenues and costs denominated in different currencies the net value of the expected future cash inflow As the Group has revenues and costs denominated in different currencies the net value of the expected future cash inflow to changes in the currency rates. Such risk is sought reduced by using currency forward contracts. is exposed to changes in the currency rates. and cash outflow is exposed to changes in the currency rates. One way to reduce such risk is by using currency forward contracts. and cash outflow is exposed to changes in the currency rates. One way to reduce such risk is by using currency forward contracts. The currency risk is managed by the parent company in cooperation with the subsidiaries. At the end of the year the Group had the following positions in forward contracts in order to hedge expected future cash flow. At the end of the year the Group had the following positions in forward contracts in order to hedge expected future cash flow. The expected cash flows subject to hedging are expected to take place during the first half of 2016 and hence be recognized in the The expected cash flows subject to hedging are expected to take place during the first half of 2016 and hence be recognized in the In order to hedge the value of the items in the balance sheet denominated in a foreign currency to hedging are expected to take income statement during the same period. All currency contracts expire 2016. income statement during the same period. All currency contracts expire in 2016. income statement during the same period. All currency contracts expire in 2016. the Group had the following positions through forward contracts, all contracts with maturity in 2016: |
way to reduce such risk such in forward contracts in during the first half of 2016 and hence |
hedge expected | expected future cash using currency forward contracts. |
cash flow. | |
| Currency (in 1 000) Currency (in 1 000) Currency (in 1 000) Currency |
Bought/sold | Bought/sold | Net currency amount | Credit risk | ||
| Euro Euro Euro Danish Kroner |
EUR EUR EUR DKK |
Bought Bought Sold |
11 000 4 737 4 737 737 |
|||
| Norwegian Kroner Norwegian Kroner Norwegian Kroner British Pound Norwegian Kroner |
NOK NOK NOK GBP NOK |
Sold Sold Bought |
44 093 44 093 44 093 2 700 49 165 |
|||
| At the end of the year it was recorded a loss of MNOK it |
At the end of the year it was recorded a loss of MNOK 4.584 directly against the other comprehensive income related to hedging of expected At the end of the year it was recorded a loss of MNOK 4.584 directly against the other comprehensive income related to hedging of expected |
directly against the other comprehensive other |
related to | of expected | Market risk | |
| future cash flow. future cash flow. future cash flow. |
Profit and loss from the above currency contracts are recorded directly via the income statement under financial items. | |||||
| The or actually takes place, the actual cash |
valued at estimated fair The forward contracts are valued at estimated fair value. When the expected cash flow is translated into an item in the balance sheet The forward contracts are valued at estimated fair value. When the expected cash flow is translated into an item in the balance sheet At the end of the year a loss of MNOK 0.310 was recorded as an unrealised gain. The forward contracts are valued at estimated fair value. or actually takes place, the recorded profit loss booked directly against the equity is reversed and included in the income statement together or actually takes place, the recorded profit loss booked directly against the equity is reversed and included in the income statement together with the actual cash item in question. Any non-effective part of the hedge is booked as currency loss or gain under financial items in with the actual cash item in question. Any non-effective part of the hedge is booked as currency loss or gain under financial items in with the actual cash item in question. Any non-effective part of the hedge is booked as currency loss or gain under financial items in As the Group has revenues and costs denominated in different currencies the net value of the expected future cash inflow question. Any non-effective part of |
When the expected cash flow is translated into an item profit loss booked directly against the equity is reversed and included in |
balance sheet statement together |
|||
| the income statement. the income statement. the income statement. |
and cash outflow is exposed to changes in the currency rates. One way to reduce such risk is by using currency forward contracts. At the end of the year the Group had the following positions in forward contracts in order to hedge expected future cash flow. |
uncertainty. | ||||
| which predominantly before sales Currency (in 1 000) (sales in Europe and |
In the long run it is not possible to hedge the effects of changing currency rates. In 2015 the Group had export sales of MNOK 133 of products In the long run it is not possible to hedge the effects of changing currency rates. In 2015 the Group had export sales of MNOK 133 of products In the long run it is not possible to hedge the effects of changing currency rates. In 2015 the Group had export sales of MNOK 133 of products The expected cash flows subject to hedging are expected to take place during the first half of 2016 and hence be recognized in the which predominantly had its cost base in NOK. A 10% strenghtening of the NOK would then decrease the earnings with about MNOK 13.3 which predominantly had its cost base in NOK. A 10% strenghtening of the NOK would then decrease the earnings with about MNOK 13.3 income statement during the same period. All currency contracts expire in 2016. cost base in NOK. A 10% strenghtening of the NOK before possible price increases in the market. About 47% of this exposure was related to sales in GBP (sales in UK), 27% related to before possible price increases in the market. About 47% of this exposure was related to sales in GBP (sales in UK), 27% related to About sales in EUR (sales in Europe and the Middle East), and 14% related to sales in CAD (sales in Canada). sales in EUR (sales in Europe and the Middle East), and 14% related to sales in CAD (sales in Canada). |
market. About 47% of this exposure was related to sales in GBP (sales Middle East), and 14% related to sales in CAD (sales in Canada). |
Bought/sold in |
then decrease the earnings with about MNOK 13.3 related to |
used): | |
| To Euro |
is working towards a more To decrease this exposure the Group is working towards a more flexible cost structure and have more diversified costs in terms of currencies. To decrease this exposure the Group is working towards a more flexible cost structure and have more diversified costs in terms of currencies. EUR |
Bought | structure and have more diversified costs | of currencies. 4 737 |
||
| Norwegian Kroner Foreign currency sensitivity Foreign currency sensitivity |
NOK | Sold | 44 093 | |||
| In the management foreign currency risk assets and liabilities as future cash flow. financing structure within the Group, most of the monetary within has most of partial analysis in order to do an partial analysis equity at year end. equity at year end. equity at year end. year end. |
At the end of the year it was recorded a loss of MNOK 4.584 directly against the other comprehensive income related to hedging of expected company seeks to reduce In the management of foreign currency risk the company seeks to reduce the effect from currency rate changes on monetary In the management of foreign currency risk the company seeks to reduce the effect from currency rate changes on monetary assets and liabilities as well as the value of the future cash flows denominated in a foreign currency. Through the internal assets and liabilities as well as the value of the future cash flows denominated in a foreign currency. Through the internal as the value cash flows financing structure within the Group, most of the monetary asset and liability risk is allocated to the parent company, which also financing structure within the Group, most of the monetary asset and liability risk is allocated to the parent company, which also of the risk with regards to has most of the cash flow risk with regards to currency fluctuation. The major currencies are EUR and DKK. Below it is made a has most of the cash flow risk with regards to currency fluctuation. The major currencies are EUR and DKK. Below it is made a The forward contracts are valued at estimated fair value. When the expected cash flow is translated into an item in the balance sheet partial analysis in order to do an estimate of the impact from a change in EUR and DKK on the pre-tax profit and on the book partial analysis in order to do an estimate of the impact from a change in EUR and DKK on the pre-tax profit and on the book or actually takes place, the recorded profit loss booked directly against the equity is reversed and included in the income statement together |
a and liability risk major currencies are EUR and impact from a change in EUR and DKK on |
the | currency rate changes on monetary in a foreign currency. Through the internal to the parent company, which pre-tax profit and on the book |
made a |
| 31.12.2015 | KNOK effect on profit before tax by +10%/-10% change in |
KNOK effect on book equity by +10%/-10% change in |
|||
|---|---|---|---|---|---|
| EUR | DKK | EUR | DKK | ||
| 10 % | 757 | -2 392 | 4 557 | 0 | |
| -10 % | -757 | 2 392 | -4 557 | 0 | |
| 31.12.2014 | KNOK effect on profit before tax by | KNOK effect on book equity by | |||
| +10%/-10% change in | +10%/-10% change in | ||||
| EUR | USD | EUR | USD | ||
| 10 % | -2 894 | 533 | 9 116 | 0 | |
| -10 % | 2 894 | -533 | -9 116 | 0 | |
| 31.12.2013 | KNOK effect on profit before tax by | KNOK effect on book equity by | |||
| +10%/-10% change in | +10%/-10% change in | ||||
| EUR | USD | EUR | USD | ||
| 10 % | -1 065 | -134 | 3 243 | -241 | |
| -10 % | 1 065 | 134 | -3 243 | 241 | |
Interest rate risk
Credit risk
Part of the sale is credit sales where the Group is exposed to credit risk towards the customer. The Group has generally had low losses on outstanding receivables. For larger projects there are normally pre-payments from the customers and milestone payments along the progress of the project which reduce the credit risk towards the customers. To some extent the Group uses trade finance instruments to reduce credit risk. For details of ageing of accounts receivables, see note 12.
Market risk
| 31.12.2015 | KNOK effect on profit before tax by +10%/-10% change in |
KNOK effect on book equity by +10%/-10% change in |
||||
|---|---|---|---|---|---|---|
| EUR | DKK | EUR | DKK | |||
| 10 % | 757 | -2 392 | 4 557 | 0 | ||
| -10 % | -757 | 2 392 | -4 557 | 0 | ||
| 31.12.2014 | KNOK effect on profit before tax by | KNOK effect on book equity by | ||||
| +10%/-10% change in | +10%/-10% change in | |||||
| EUR | USD | EUR | USD | |||
| 10 % | -2 894 | 533 | 9 116 | 0 | ||
| -10 % | 2 894 | -533 | -9 116 | 0 | ||
| 31.12.2013 | KNOK effect on profit before tax by | KNOK effect on book equity by | ||||
| +10%/-10% change in | +10%/-10% change in | |||||
| EUR | USD | EUR | USD | |||
| 10 % | -1 065 | -134 | 3 243 | -241 | ||
| -10 % | 1 065 | 134 | -3 243 | 241 | ||
| 31.12.2015 | KNOK effect on profit before tax by +10%/-10% change in |
KNOK effect on book equity by +10%/-10% change in |
|||
|---|---|---|---|---|---|
| EUR | DKK | EUR | DKK | ||
| 10 % | 757 | -2 392 | 4 557 | 0 | |
| -10 % | -757 | 2 392 | -4 557 | 0 | |
| 31.12.2014 | KNOK effect on profit before tax by | KNOK effect on book equity by | |||
| +10%/-10% change in | +10%/-10% change in | ||||
| EUR | USD | EUR | USD | ||
| 10 % | -2 894 | 533 | 9 116 | 0 | |
| -10 % | 2 894 | -533 | -9 116 | 0 | |
| 31.12.2013 | KNOK effect on profit before tax by | KNOK effect on book equity by | |||
| +10%/-10% change in | +10%/-10% change in | ||||
| EUR | USD | EUR | USD | ||
| 10 % | -1 065 | -134 | 3 243 | -241 | |
| -10 % | 1 065 | 134 | -3 243 | 241 | |
In 2015 about 78% of the revenues of the Group came from customers producing salmon. In 2014 the share was 82%. To decrease the Group's dependency of the salmon industry the Group works to increase the share of revenues related to the aquaculture of other species than salmon. Due to the market variation in the different salmon markets the revenues can vary between years. Still, the aquaculture industry in general is expected to be a high growth industry in the foreseeable future although the financial turmoil in the short run increases the uncertainty.
The Group's interest bearing debt is based on a floating interest rate which implies that interest payments over time will fluctuate according to the changes in the interest rate level. The major part of the interest bearing debt is in NOK. To reduce the interest rate risk it is the strategy of the Group to have a balanced mix between equity and debt financing vs the market risk in its industry. With the net interest bearing debt at year end interest cost would have been MNOK 2.5 higher with a 1% higher average interest rate during the year and MNOK 2.5 lower with a 1 % lower average interest rate during the year. ,
Based on the assumption that a change in sales will not affect the product gross margin and that other operating costs short term only will change 50% of the change in sales - a change in the revenues of the Group would have had the following impact on net income (25% tax rate used):
| Change in sales | ||
|---|---|---|
| 10 % | |
|---|---|
| 5 % | |
| 2 % | |
| $-2\%$ | |
| -5 % | |
| . ה ה ו |
To further evaluate the Group's sensitivity to changes in the different markets see more details in note 2 about market size.
| Change in net income/ equity (in NOK 1 000) |
|
|---|---|
| 10 % | 27 103 |
| 5 % | 13 551 |
| 2 % | 5 421 |
| -2 % | -5 421 |
| -5 % | -13 551 |
| -10 % | -27 103 |
The effect on the profit before tax is the result of change in monetary assets and the financial instruments denominated in EUR and USD respectively. The effect on book equity is the effect from the change in fair value of currency contracts assigned to future cash flow hedge. DKK
Note 18 continues
| . | v --- |
٦ |
|---|---|---|
Note 19 Note 19
Long-term contracts (in NOK 1000) Long-term contracts (in NOK 1 000)
Revenue and profits on long-term contracts are recognized using the percentage of completion method. This method implies that profit is recognized according to the progress of the work, whereas any losses are fully recorded when incurred. Included in figures are primarily contracts on barges and cages, and only contracts valued over MNOK 3.0 are included.
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Total revenues from long-term contracts | 714 906 | 629 698 | 182 894 |
| Total value of ongoing contracts 31.12. | 735 278 | 698 268 | 477 471 |
| Total sales included from ongoing contracts 31.12. | 408 054 | 431 749 | 102 077 |
| Not invoiced work-in-progress included as accounts receivables | 57 557 | 48 150 | 184 |
| Prepayments from customers | 75 397 | 40 262 | 41 058 |
| Remaining production on loss contracts 31.12. | - | - | - |
The Group has entered into several operating leases for offices, machinery and other equipment. The cost is as follows:
| Operating leasing cost | 2015 | 2014 | 2013 |
|---|---|---|---|
| Operational leasing costs | 15 919 | 15 626 | 7 288 |
| Rent costs on buildings | 20 697 | 16 496 | 16 762 |
| Total | 36 616 | 32 122 | 24 050 |
The future minimum rents related to non-cancellable operationable leases fall due as follows for the Group:
| Within 1 year | 1 - 5 years After 5 years |
|---|---|
| Machinery and equipment | 1 712 | 1 886 | - |
|---|---|---|---|
| Vehicles and boats | 13 255 | 9 662 | - |
| Offices and buildings | 20 982 | 52 870 | 12 980 |
| Total | 35 948 | 64 419 | 12 980 |
In 2012 the main office lease agreement (headquarter) was renewed for 5 years included an option to extend the lease for 2 more years. In 2015 the rent for main office was MNOK 2.6.
Note 20 Note 20
Leasing (in NOK 1 000) Leasing (in NOK 1000)
Financial leasing cost
The Group's main share of financial lease costs are related to YesMaritime AS and AKVA group Services AS. The Group's total financial lease cost in 2015 is MNOK 3.8.
The future minimum costs related to non-cancellable financial leases fall due as follows for the Group:
| Within 1 year | 1 - 5 years After 5 years | Book value 2015 |
||
|---|---|---|---|---|
| Machinery and equipment Vehicles and boats |
4 519 375 |
11 143 - |
- - |
15 994 404 |
| Total | 4 894 | 11 143 | - | 16 398 |
The difference between total minimum lease payments at the end of the reporting period and their present value is considered insignificant.
Capital structure and equity
| (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Interest bearing debt | 245 634 | 142 446 | 132 888 |
| Less cash | 109 517 | 53 935 | 58 330 |
| Net debt | 136 117 | 88 511 | 74 558 |
| Equity | 424 988 | 387 577 | 336 601 |
| Total equity and net debt | 561 105 | 476 088 | 411 159 |
| Debt ratio | 24 % | 19 % | 18 % |
Liquidity risk
Financial risk management
The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments.
| 2015 | On demand Less than 3 months |
3 to 12 months |
1 to 5 years | > 5 years | Total | |
|---|---|---|---|---|---|---|
| Interest-bearing loans and borrowings | - | 43 748 | 14 070 | 183 855 | 3 960 245 633 | |
| Trade and other payables | 18 563 | 133 238 | 13 788 | 15 495 | - | 181 085 |
| Financial derivatives | - | 59 936 | 27 464 | - | - | 87 399 |
| Total | 18 563 | 236 922 | 55 322 | 199 350 | 3 960 514 117 |
| 2014 | On demand Less than 3 months |
3 to 12 months |
1 to 5 years | > 5 years | Total | |
|---|---|---|---|---|---|---|
| Interest-bearing loans and borrowings | - | 3 445 | 10 334 | 126 107 | 2 560 142 446 | |
| Trade and other payables | 16 718 | 134 868 | 1 784 | 2 449 | - | 155 818 |
| Financial derivatives | - | 47 627 | 88 129 | - | - | 135 756 |
| Total | 16 718 | 185 940 | 100 247 | 128 556 | 2 560 434 020 |
| 2013 | On demand Less than 3 months |
3 to 12 months |
1 to 5 years | > 5 years | Total | |
|---|---|---|---|---|---|---|
| Interest-bearing loans and borrowings | - | 57 807 | 9 478 | 44 934 | 77 000 189 220 | |
| Trade and other payables | 14 107 | 89 682 | - | 183 | - | 103 972 |
| Financial derivatives | - | 69 721 | 20 195 | - | - | 89 917 |
| Total | 14 107 | 217 210 | 29 674 | 45 117 | 77 000 383 108 |
Interest-bearing loans and borrowings in 2013 is presented with actual short term amounts at year end and new maturity profile in accordance with refinancing in Danske Bank for downpayments due in 3 months or more. The figures deviates from the balance sheet.
The equity share attributable to AKVA group ASA's shareholders was 39.7 % as of December 31st 2015. 2
The Group monitors its risk to a shortage of liquid funds using cash flow prognosis. The objective is to maintain a balance in the funding through the use of bank overdrafts, bank loans with different pay back periods, debentures and finance lease. The management follows the development of the working capital closely, because the development in the working capital has the most important impact on the liquidity situation on short term.
The primary focus of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratio in order to support its business and maximize shareholders value. The Group manages its capital structure and makes adjustment to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. In 2011 new shares were issued. In 2014 and in 2015 a dividend of NOK 1 per share was done, but no changes were made in number of shares. The Group monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt. The Group includes within net debt, interest bearing loans and borrowings less cash and cash equivalents. Capital includes convertible preference shares, equity attributable to equity holders of the parent less the net unrealized gains reserve.
4revenues included from ongoing contracts 31.12.
Note 21 Note 21 Options to employees
Options to employees (in NOK 1000) (in NOK 1 000)
The company had an option programme covering employees in selected senior positions. The option programme was established in connection with listing of the company at Oslo Stock Exchange in November 2006.
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Total available options that can be issued | 892 109 1 012 109 1 012 109 | ||
| Available options not issued at year end | 892 109 | 892 109 | 892 109 |
| Options exercised during the year | - | 120 000 | - |
| Outstanding options as per 31.12. | - | - | 120 000 |
The fair value of the options has been estimated using the Black&Scholes option-pricing model. The average fair value of options granted is based on the following assumptions:
Strike price
The strike price is equal to the the stock exchange price at grant date.
Volatility
The expected volatility is based on historic volatility for peer group companies (35%).
The term of the option
In the calculations the expected period to vesting has been based on actual years to expiry of the options.
Dividend
The calculation is based on no dividend being paid in the vesting period.
Risk-free interest rate
The risk-free interest rate assumed when calculating the fair value was equal to the interest rate on goverment bonds at the time of the calculation.
Note 22 Note 22
Acquisitions and disposals Acquisitions and disposals
In September AKVA group ASA acquired 100 % of the shares in Aquatec Solutions A/S. The payment of the shares was MNOK 44.4 on closing date, with additional payment in October of MNOK 29.9 for an adjusted amount for the net debt and working capital position as of the closing date. Finally, an estimated earn-out payment of MNOK 27.4 is agreed based on the realized EBITDA of Aquatec for 2015 and 2016. The total amount estimated to be MNOK 101.8 for 100 % of the shares.
Aquatec Solutions A/S was established in 2004 and has developed to become a leading provider of technology and solutions for land-based fish farming. The company is located in Vejle, Denmark and had 44 employees, including 19 employees in their subsidiary in Chile, when acquired.
The core business entails supplying land based fish farming technology and solutions for both salt and fresh water fish. Aquatec's offering covers everything from complete fish farming systems to high quality fish farming equipment and components. For facilities in operation Aquatec provides supervision and support.
The acquisition is a natural step to strengthen the land based business area.
The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the company has been consolidated into the AKVA group from October 1st 2015.
Note 23 Related parties Note 23 Related parties Note 23 Related parties
The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 2.5 and MNOK 8.7. The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 2.5 and MNOK 8.7. The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 2.5 and MNOK 8.7.
Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties. Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties. Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties.
The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries.
Note 22 continues company has been consolidated into the AKVA group from October 1st 2015. The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the company has been consolidated into the AKVA group from October 1st 2015. The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the company has been consolidated into the AKVA group from October 1st 2015. The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the The acquisition has been accounted for using the acqusition method. The completion of the acquisition was done on September 30th and the
| Fair value recognized on acquisition |
|---|
| Fair value recognized on acquisition Fair value recognized on acquisition Fair value recognized on acquisition Fair value recognized on acquisition Fair value recognized on acquisition (in NOK 1 000) |
| (in NOK 1 000) (in NOK 1 000) (in NOK 1 000) (in NOK 1 000) (in NOK 1 000) |
| Machinery and equipement | 1 342 |
|---|---|
| Machinery and equipement | 1 342 |
| Machinery and equipement | 1 342 |
| Machinery and equipement | 1 342 |
| Machinery and equipment | 1 342 |
| Machinery and equipment | 1 342 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Cash | 33 955 |
| Cash Cash Cash Cash Cash |
33 955 33 955 33 955 33 955 33 955 64 414 |
| Fair value recognized on acquisition Fair value recognized on acquisition Fair value recognized on acquisition Fair value recognized on acquisition Fair value recognized on acquisition (in NOK 1 000) |
|
|---|---|
| ASSETS | (in NOK 1 000) (in NOK 1 000) (in NOK 1 000) (in NOK 1 000) (in NOK 1 000) |
| ASSETS ASSETS ASSETS ASSETS ASSETS |
|
| Machinery and equipement | 1 342 |
| Machinery and equipement | 1 342 |
| Machinery and equipement | 1 342 |
| Machinery and equipement | 1 342 |
| Machinery and equipment | 1 342 |
| Machinery and equipment | 1 342 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Trade receivables | 3 324 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Inventories | 1 353 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Other current assets | 24 440 |
| Cash | 33 955 |
| Cash Cash Cash Cash Cash |
33 955 33 955 33 955 33 955 33 955 64 414 |
| 64 414 64 414 64 414 64 414 64 414 |
|
| LIABILITIES LIABILITIES LIABILITIES LIABILITIES LIABILITIES |
|
| LIABILITIES Deferred tax Deferred tax Deferred tax Deferred tax Deferred tax Deferred tax |
-6 988 -6 988 -6 988 -6 988 -6 988 -6 988 |
| Trade payables | -8 492 |
| Trade payables | -8 492 |
| Trade payables | -8 492 |
| Trade payables | -8 492 |
| Trade payables | -8 492 |
| Trade payables | -8 492 |
| Other current liabilities Other current liabilities Other current liabilities Other current liabilities Other current liabilities Other current liabilities |
-22 062 -22 062 -22 062 -22 062 -22 062 -22 062 -37 543 |
| Total identifiable net assets at fair value | -37 543 -37 543 -37 543 -37 543 -37 543 26 871 |
| Total identifiable net assets at fair value | 26 871 |
| Total identifiable net assets at fair value | 26 871 |
| Total identifiable net assets at fair value | 26 871 |
| Total identifiable net assets at fair value | 26 871 |
| Total identifiable net assets at fair value | 26 871 |
| Goodwill arising on acquisition | 59 595 |
| Goodwill arising on acquisition | 59 595 |
| Goodwill arising on acquisition | 59 595 |
| Goodwill arising on acquisition | 59 595 |
| Goodwill arising on acquisition | 59 595 |
| Goodwill arising on acquisition | 59 595 |
| Intagible assets arising on acqusition | 15 825 |
| Intagible assets arising on acqusition | 15 825 |
| Intagible assets arising on acqusition | 15 825 |
| Intagible assets arising on acqusition | 15 825 |
| Intangible assets arising on acqusition after deferred tax | 15 825 |
| Intangible assets arising on acqusition after deferred tax | 15 825 |
| Puchase consideration transferred | 102 291 |
| Puchase consideration transferred | 102 291 |
| Puchase consideration transferred | 102 291 |
| Puchase consideration transferred | 102 291 |
| Purchase consideration transferred | 102 291 |
| Purchase consideration transferred | 102 291 |
| Cash acquired with subsidiary | 33 955 |
| Cash acquired with subsidiary | 33 955 |
| Cash acquired with subsidiary | 33 955 |
| Cash acquired with subsidiary | 33 955 |
| Cash acquired with subsidiary | 33 955 |
| Cash acquired with subsidiary | 33 955 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| 35 580 |
|---|
| 3 916 |
| 31 729 |
| 22 018 |
Goodwill arising on acquisition 59 595 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871 Total identifiable net assets at fair value 26 871
| Cash paid | -74 389 |
|---|---|
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Cash paid | -74 389 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Net cash outflow in 2015 | -40 434 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Contingent consideration | -27 390 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
| Total consideration | -67 824 |
The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance. The contingent consideration is the earn-out mentioned in the introduction, where the earn-out for 2016 is based on a best estimate. The liabilities are classified as other current liabilities and other long term liabilities, respectively for 2015 and 2016, in then balance.
valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationship has been done using the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationship has been done using the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized. A The goodwill of MNOK 59.6 comprises the fair value of expected synergies arising from the acquisition and the competence of the employees. A valuation of trademark and customer relationsship has been done using the the relief of royalty method. Based on the history of the company we believe the intangible assets of MNOK 20.3 comprises a fair value. The allcoation of the purchase price is finalized.
Net Profit before tax - comsolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - consolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - comsolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - comsolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - consolidated from 01.10.2015 3 916 Sales revenues in 2015 - consolidated from 01.10.2015 35 580 Net Profit before tax - comsolidated from 01.10.2015 3 916
Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729 Net Profit before tax - if consolidated from 01.01.2015 22 018 Sales revenues in 2015 - if consolidated from 01.01.2015 131 729
WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with marginal numbers in the Group financials and the sale gave a marginal gain of MNOK 1.5. WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with Net Profit before tax - if consolidated from 01.01.2015 22 018WiseDynamics Ltd in Canada, a subsidiary of Wise lausnir ehf in Iceland, was divested in November 2015. The company has contributed with
The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was: The provisional fair value of the identifiable assets and liabilities of Aquatec Solutions A/S as at the date of acquisition was:
ASSETS
LIABILITIES LIABILITIES LIABILITIES LIABILITIES LIABILITIES
The transaction costs of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction cost of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction cost of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction costs of MNOK 2.5 have been expensed and are included in other finance cost in the income statement. The transaction cost of MNOK 2.5 have been expensed and are included in other finance cost in the income statement.
company has been consolidated into the AKVA group from October 1st 2015.
company has been consolidated into the AKVA group from October 1st 2015.
The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant
to the Norwegian Public Limited Companies Act section 3-8. The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant to the Norwegian Public Limited Companies Act section 3-8.
AKVA group ASA has a two-step dividend policy: Dividend Dividend AKVA group ASA has a two-step dividend policy:
- The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x AKVA group ASA has a two-step dividend policy: AKVA group ASA has a two-step dividend policy: • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x
- When the target debt vs. equity level is met, at least 60% of the annual free cash flow after operational and financial commitments is intended to be distributed as dividend • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x • The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x • When the target debt vs. equity level is met, at least 60% of the annual free cash flow after operational and financial commitments is intended to be distributed as dividend
The company aims to pay out dividend twice a year, after the 1st and 2nd half of the year. intended to be distributed as dividend intended to be distributed as dividend The company aims to pay out dividend twice a year, after the 1st and 2nd half of the year.
A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. The company aims to pay out dividend twice a year, after the 1st and 2nd half of the year. A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK.
| A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. Dividend Dividend Dividend |
2015 2015 |
2015 2014 2014 2014 2013 |
2013 2013 |
|---|---|---|---|
| Per share Per share Per share |
1,00 1,00 |
1,00 1,00 1,00 - |
1,00 - |
| Dividend Total distributed amount Total distributed amount Total distributed amount* Per share |
2015 25 736 303 25 834 303 1,00 |
2014 25 736 303 25 834 303 25 736 303 25 834 303 - 1,00 |
2013 - - |
* The total distributed amount in 2015 is reduced with MNOK 0.098 as the company owned 98,000 shares on November 11th, which was the last day inclusive for dividend. Total distributed amount* 25 736 303 25 834 303 - * The total distributed amount in 2015 is reduced with MNOK 0.098 as the company owned 98,000 shares on November 11th, which was the last day inclusive for dividend. * The total distributed amount in 2015 is reduced with MNOK 0.098 as the company owned 98,000 shares on November 11th, which was the last day inclusive for dividend.
Note 25 Share buyback last day inclusive for dividend. Note 25 Share buyback Note 25 Share buyback Note 25 Share buyback
AKVA group ASA has in the period from September 10th to November 27th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 totalling the purchase price to MNOK 4.2. Share buyback AKVA group ASA has in the period from September 10th to November 27th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 tottaling the purchase price to MNOK 4.2. AKVA group ASA has in the period from September 10th to November 27th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 tottaling the purchase price to MNOK 4.2.
Note 24 The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. company had MNOK 0.3 in accounts receivable and 1.5 in accounts payable to related parties. The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries. Note 24 Dividend Note 24 Dividend
The buyback of shares is done according to a share incentive program launched by the board of directors in a notice on Oslo Stock exchange on December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and the employees had the period from December 1st to December 14th to confirm their participation. was NOK 33.86 totalling the purchase price to MNOK 4.2. The buyback of shares is done according to a share incentive program launched by the board of directors in a notice on Oslo Stock exchange on December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and the employees had the period from December 1st to December 14th to confirm their participation. In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016. The buyback of shares is done according to a share incentive program launched by the board of directors in a notice on Oslo Stock exchange on December 1st 2015 for certain eligeble employees in AKVA group ASA and its subsidiaries. The intention of the share incentive scheme was to give employees an opptunity to buy shares in the Company at a discounted price. The share price offered to employees was NOK 27,09, and the employees had the period from December 1st to December 14th to confirm their participation.
In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016. the employees had the period from December 1st to December 14th to confirm their participation. Note 26 Subsequent events In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016.
Note 26 Subsequent events In total 122,698 of the shares were signed up for, and the shares were transferred to the employees on January 12th 2016. Note 26 AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences Note 26 Subsequent events Note 26 Subsequent events
the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences to enable large-scale development and testing of the new technology and operational concept. The establishment took place on February 1st 2016. AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences to enable large-scale development and testing of the new technology and operational concept. The establishment took place on February 1st 2016. The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant to to the Norwegian Public Limited Companies Act section 3-8. the purpose of developing submersible fish-farming facilities for slamon on an industrial scale. Atlantis has applied for six development licences to enable large-scale development and testing of the new technology and operational concept. The establishment took place on February 1st 2016. The partnership is between related parties, as AKVA group ASA and Egersund Net AS are related parties, and the agreement is done pursuant
AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with The establishment took place on February 1st 2016. AKVA group ASA has in partnership with Sinkaberg-Hansen AS and Egersund Net AS established the company Atlantis Subsea Farming AS with Atlantis Subsea Farming AS
Financial Statement Parent company (AKVA group ASA)
Acquisiton of 58% of the shares in AD Offshore AS
On March 31st 2016 AKVA group ASA entered into an agreement with the shareholders of AD Offshore AS to acquire 58% of the shares in AD Offshore AS (ADO).
The purchase price for the purchased shares is based on an enterprise value of ADO on a 100 percent basis of NOK 120,000,000, with adjustments for net debt and deviations from a normalized level of working capital on completion. An estimated final purchase price was paid in cash on completion of the transaction, which took place on April 7th 2016. Completion of the transaction was not subject to regulatory approvals. AKVA group ASA and the owners of ADO have also agreed a mutual option to buy / sell the remaining 42% of the shares in ADO. The option is exercisable from the date that is five years from completion. The pricing of the remaining 42% of the shares is linked to the performance of the company over the next five calendar years. AKVA group ASA will finance the transaction with a loan from Danske Bank.
| Parent company | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| OPERATING REVENUES | ||||
| Sales revenues | 2,20 | 671 753 704 985 497 137 | ||
| OPERATING EXPENSES | ||||
| Cost of goods sold Payroll expenses |
11 3,4,16,22 |
83 385 | 509 695 555 261 386 690 71 157 |
64 869 |
| Other operating expenses Total operating expenses |
4,8,12,18,21 | 40 079 | 33 613 633 159 660 031 485 526 |
33 967 |
| OPERATING PROFIT BEFORE DEPRECIATION AND AMORTIZATION |
||||
| (EBITDA) | 38 594 44 954 11 611 | |||
| Depreciation and amortization | 7,9 | 9 888 | 9 180 | 11 744 |
| OPERATING PROFIT (EBIT) | 28 706 35 774 | -134 | ||
| FINANCIAL INCOME AND EXPENSES | ||||
| Financial income | 18 | 28 439 | 32 900 | 20 938 |
| Financial expenses Net financial income (expense) |
18 | (13 099) | (6 016) 15 340 26 884 12 387 |
(8 551) |
| PROFIT BEFORE TAX | 44 046 62 658 12 253 | |||
| Taxes | 5 | 7 753 | 17 382 | 4 973 |
| NET PROFIT FOR THE YEAR | 36 293 45 276 | 7 280 | ||
| ALLOCATION OF PROFIT FOR THE YEAR | ||||
| Other equity | 36 293 | 45 276 | 7 280 | |
| Total allocated | 36 293 | 45 276 | 7 280 |
Income Statement 01.01 - 31.12 (in NOK 1 000) Income statement 01.01. - 31.12.
(in NOK 1 000) Assets 31.12 (in NOK 1 000)
4 Financial Statement Parent company AKVA group ASA
| Parent company | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Intangible assets | ||||
| Deferred tax asset | 5 | - | - | 13 268 |
| Goodwill | 7 | 53 000 | 53 000 | 53 000 |
| Other intangible assets | 7 | 28 104 | 26 438 | 24 658 |
| Total intangible assets | 81 103 | 79 437 | 90 925 | |
| Tangible fixed assets | ||||
| Land and building | 9 | 12 598 | 10 610 | 2 804 |
| Machinery and equipment | 9 | 10 964 | 8 018 | 9 030 |
| Total tangible fixed assets | 23 561 | 18 628 | 11 833 | |
| Long-term financial assets | ||||
| Investments in subsidiaries | 10 | 417 678 315 899 298 399 | ||
| Loans to group companies | 13 | 88 007 | 83 186 | 62 689 |
| Other long-term financial assets | 10,12 | 311 | 310 | 310 |
| Total long-term financial assets | 505 995 399 395 361 398 | |||
| Total non-current assets | 610 660 497 460 464 156 | |||
| CURRENT ASSETS | ||||
| Stock | 11 | 47 166 | 43 206 | 40 071 |
| Receivables | ||||
| Accounts receivables | 12,20 | 79 406 | 79 795 | 20 375 |
| Accounts receivables - group companies | 13 | 26 592 | 27 775 | 45 818 |
| Prepayments to suppliers | 3 233 | 3 272 | 1 891 | |
| Other receivables | 9 579 | 2 533 | 5 150 | |
| Other receivables - group companies | 13 | 82 599 | 69 897 | 27 344 |
| Total receivables | 201 409 183 271 100 578 | |||
| Cash and cash equivalents | 14 | 4 928 | 10 327 | 13 028 |
| Total current assets | 253 502 236 804 153 677 | |||
| TOTAL ASSETS | 864 162 734 264 617 833 |
| Parent company | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| EQUITY | ||||
| Paid-in capital Share capital |
15,25,26 | 25 711 | 25 834 | 25 834 |
| Share premium | 336 029 336 029 336 029 | |||
| Other paid in capital | 1 116 | 1 116 | 2 460 | |
| Total paid-in capital | 362 856 362 979 364 323 | |||
| Retained earnings | ||||
| Other equity | 53 220 | 46 713 | 27 271 | |
| Total retained earnings | 53 220 | 46 713 | 27 271 | |
| Total equity | 416 076 409 692 391 593 | |||
| LIABILITIES | ||||
| Provisions | ||||
| Pension obligations | 16 | - | - | 101 |
| Deferred tax | 5 | 11 868 | 4 114 | - |
| Total provisions | 11 868 | 4 114 | 101 | |
| Other long term liabilities Liabilities to financial institutions |
17 | 176 952 124 075 | 54 623 | |
| Other long term liabilities | 23 | 14 020 | - | - |
| Other long term liabilities - group companies | - | - | 97 | |
| Total other long term liabilities | 190 972 124 075 | 54 720 | ||
| Current liabilities | ||||
| Liabilities to financial institutions | 14,17 | 52 936 | 13 278 | 77 325 |
| Trade payables Trade payables - group companies |
13 | 50 314 9 817 |
60 898 11 181 |
37 673 4 418 |
| Taxes payable | 5 | - | - | - |
| Public duties payable | 3 219 | 2 767 | 3 443 | |
| Prepayments from customers | 20 | 52 919 | 44 908 | - |
| Other current liabilities | 18,23 | 41 871 | 34 328 | 48 558 |
| Other current liabilities - group companies | 13 | 34 170 | 29 023 | - |
| Total current liabilities | 245 246 196 382 171 418 | |||
| Total Liabilities | 448 086 324 572 226 239 | |||
| TOTAL EQUITY AND LIABILITIES | 864 162 734 264 617 833 |
Hans Kristian Mong Nils Viga Chairperson of the Board
Frode Teigen Evy Vikene
Aino Olaisen Tore Obrestad Henrik A. Schultz
Anthony James
Rental of various equipment such as camera systems has been successful in the UK.
| Parent company | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Cash flow from operating activities: | ||||
| Profit before taxes Gain on disposal of shares and participations |
44 046 - | 62 658 - | 12 253 - | |
| Depreciation | 7,9 | 9 888 | 9 180 | 11 744 |
| Change in pension obligation | 16 | - | - | 174 |
| Changes in stock, accounts receivable and trade | -14 336 -14 524 | 46 621 | ||
| Changes in other receivables and payables Net cash flow from operating activities |
-12 344 27 255 |
17 606 74 921 |
22 029 92 823 |
|
| Cash flow from investment activities | ||||
| Investments in fixed assets | 7,9 | -16 488 -17 755 | -9 369 | |
| Sale of tangible and intangible fixed assets | - | - | 838 | |
| Payment shares and participations | 23 | -73 971 -17 500 -27 185 | ||
| Other items | - | - | 10 | |
| Net cash flow from investment activities | -90 459 -35 255 -35 706 | |||
| Cash flow from financing activities | ||||
| Repayment of borrowings | -13 368 -140 162 -20 889 | |||
| Proceed from borrowings | 105 903 145 567 | 10 000 | ||
| Net payment loans to group companies | 13 | -4 821 -20 594 -44 649 | ||
| Dividend payment | 25 | -25 736 -25 834 | - | |
| Change related to other financial activities | 26 | -4 173 | -1 344 | -150 |
| Net cash flow from financing activities | 57 805 -42 367 -55 688 | |||
| Net change in cash and cash equivalents | -5 399 | -2 701 | 1 428 | |
| Cash and cash equivalents at 01.01. | 10 327 | 13 028 | 11 600 | |
| Cash and cash equivalents at 31.12. | 4 928 | 10 327 | 13 028 |
| Cash flow from operating activities: |
|---|
| Cash flow from investment activities |
| Cash flow from financing activities |
Cash Flow Statement 01.01 - 31.12 (in NOK 1 000) (in NOK 1 000)
| Cash flow from operating activities: | ||||
|---|---|---|---|---|
| Profit before taxes Gain on disposal of shares and participations |
44 046 - | 62 658 - | 12 253 - | |
| Depreciation | 7,9 | 9 888 | 9 180 | 11 744 |
| Change in pension obligation | 16 | - | - | 174 |
| Changes in stock, accounts receivable and trade | -14 336 -14 524 | 46 621 | ||
| Changes in other receivables and payables | -12 344 | 17 606 | 22 029 | |
| Net cash flow from operating activities | 27 255 | 74 921 | 92 823 | |
| Cash flow from investment activities | ||||
| Investments in fixed assets | 7,9 | -16 488 -17 755 | -9 369 | |
| Sale of tangible and intangible fixed assets | - | - | 838 | |
| Payment shares and participations | 23 | -73 971 -17 500 -27 185 | ||
| Other items | - | - | 10 | |
| Net cash flow from investment activities | -90 459 -35 255 -35 706 | |||
| Cash flow from financing activities | ||||
| Repayment of borrowings | -13 368 -140 162 -20 889 | |||
| Proceed from borrowings | 105 903 145 567 | 10 000 | ||
| Net payment loans to group companies | 13 | -4 821 -20 594 -44 649 | ||
| Dividend payment | 25 | -25 736 -25 834 | - | |
| Change related to other financial activities | 26 | -4 173 | -1 344 | -150 |
| Net cash flow from financing activities | 57 805 -42 367 -55 688 | |||
| Net change in cash and cash equivalents | -5 399 | -2 701 | 1 428 | |
| Cash and cash equivalents at 01.01. | 10 327 | 13 028 | 11 600 | |
| Cash and cash equivalents at 31.12. | 4 928 | 10 327 | 13 028 |
Carina Jensen Trond Williksen Chief Executive Officer
Anne Breiby Deputy Chairperson Aino Olaisen
Overdraft on cash pool is included in financing activities, but is not included in cash and cash equivalents as of 31.12.
Hans Kristian Mong Frode Teigen Evy Vikene
Chairperson of the Board
Anne Breiby Nils Viga Anthony James Deputy Chairperson
Tore Obrestad Carina Jensen Henrik A. Schultz
Bryne, Norway, 11 April 2016.
Statement of changes in equity (in NOK 1 000) Statement of changes in equity (in NOK 1000)
| Parent company | Share | Share Note capital premium paid-in paid in equity retained |
Other capital |
Total capital |
Other | Total earnings |
Total equity |
|
|---|---|---|---|---|---|---|---|---|
| Equity as at 01.01.2013 | 25 834 336 029 | 2 398 364 261 | 19 817 | 19 817 | 384 077 | |||
| Actuarial deviations on net pension obligations | - | - | - | - | 174 | 174 | 174 | |
| Total income and expense recognised directly in equity | - | - | - | - | 174 | 174 | 174 | |
| Profit (loss) for the period | - | - | - | - | 7 280 | 7 280 | 7 280 | |
| Total income and expense for the year | - | - | - | - | 7 454 | 7 454 | 7 454 | |
| Dividend | - | - | - | - | - | - | - | |
| Recording of option agreement | - | - | 62 | 62 | - | - | 62 | |
| Equity as at 31.12.2013 | 25 834 336 029 | 2 460 364 323 | 27 271 | 27 271 | 391 593 | |||
| Equity as at 01.01.2014 | 25 834 336 029 | 2 460 364 323 | 27 271 | 27 271 | 391 593 | |||
| Actuarial deviations on net pension obligations | - | - | - | - | - | - | - | |
| Total income and expense recognised directly in equity | - | - | - | - | - | - | - | |
| Profit (loss) for the period | - | - | - | - | 45 276 | 45 276 | 45 276 | |
| Total income and expense for the year | - | - | - | - | 45 276 | 45 276 | 45 276 | |
| Dividend | 25 | - | - | - | - -25 834 | -25 834 | -25 834 | |
| Recording of option agreement | 3,22 | - | - | -1 344 | -1 344 | - | - | -1 344 |
| Equity as at 31.12.2014 | 25 834 336 029 | 1 116 362 979 | 46 713 | 46 713 | 409 692 | |||
| Equity as at 01.01.2015 | 25 834 336 029 | 1 116 362 979 | 46 713 | 46 713 | 409 692 | |||
| Actuarial deviations on net pension obligations | - | - | - | - | - | - | - | |
| Total income and expense recognised directly in equity | - | - | - | - | - | - | - | |
| Profit (loss) for the period | - | - | - | - | 36 293 | 36 293 | 36 293 | |
| Total income and expense for the year | - | - | - | - | 36 293 | 36 293 | 36 293 | |
| Dividend | 25 | - | - | - | - -25 736 | -25 736 | -25 736 | |
| Share buyback | 26 | -123 | - | - | -123 | -4 050 | -4 050 | -4 173 |
| Equity as at 31.12.2015 | 25 711 336 029 | 1 116 362 856 | 53 220 | 53 220 | 416 076 |
AKVA groups new software platform ensures full control and improved efficiency.
Content notes
- 01 Summary of significant accounting policies
- 02 Segment information
- 03 Wages and remunerations
- 04 Government grants and subsidies 05 Taxes
- 06 Net earnings per share
- 07 Intangible assets
- 08 Research and development
- 09 Tangible fixed assets
- 10 Subsidiaries and other long-term investments
- 11 Stock
- 12 Receivables
- 13 Intercompany transactions and balances
| 14 Bank deposits |
|---|
| 15 Shareholders |
| 16 Pensions |
| 17 Liabilities to financial institutions |
| 18 Specification of items that are |
| grouped in the financial statement |
| 19 Financial instruments and risk |
| management |
| 20 Long-term contracts |
| 21 Operational leases |
| 22 Options to employees |
| 23 Acquisitions |
| 24 Related parties |
| 25 Dividend |
| 26 Share buyback |
27 Subsequent events
Notes to the Financial Statement Parent company
4 Notes 475 l 112 Financial Statement Parent company Notes 4
4
| Norway | Mediterranean | Other | Total |
|---|---|---|---|
| 544 655 | 93 | 37 482 | 582 230 |
| 573 194 | 249 | 83 172 | 656 615 |
| 363 167 | 224 | 99 244 | 462 636 |
Note 2 continues
See consolidated accounts note 3 about remuneration to CEO and executive management, and fees to the Board of Directors.
Loan and pledge
Stock options
| Geographical information Operating revenue - external customers (in NOK 1 000) |
Norway Mediterranean | Other | Total | |
|---|---|---|---|---|
| Operating revenue - external customers (in NOK 1 000) | 544 655 | Norway Mediterranean | Other | Total |
| 2015 | 93 | 37 482 | 582 230 | |
| 2015 | 544 655 | 93 | 37 482 | 582 230 |
| 2014 | 573 194 | 249 | 83 172 | 656 615 |
| 2014 | 573 194 | 249 | 83 172 | 656 615 |
| 2013 | 363 167 | 224 | 99 244 | 462 636 |
Note 3 Wages and remunerations Wages and remunerations Payroll expenses (in NOK 1 000) 2015 2014 2013
All fees to the auditor is excl. VAT.
Note 4 Note 4
The company has not given any loans or pledges to members of the Board or group management as of December 31st. Stock options
Note 3 Wages and remunerations
| Payroll expenses (in NOK 1 000) Salaries |
2015 67 363 |
2014 59 297 |
2013 54 559 |
|---|---|---|---|
| Payroll tax | 8 893 | 8 282 | 7 208 |
| Salaries Pension costs |
67 363 3 758 |
59 297 3 459 |
54 559 2 383 |
| Payroll tax Other benefits |
8 893 3 372 |
8 282 120 |
7 208 719 |
| Pension costs Total |
3 758 83 385 |
3 459 71 157 |
2 383 64 869 |
| Other benefits | 3 372 | 120 | 719 |
| The average number of employees in full time equivalent in Total the company during the year is: |
83 385 97 |
71 157 88 |
64 869 84 |
| The average number of employees in full time equivalent in | |||
| the company during the year is: See consolidated accounts note 3 about remuneration to CEO and executive management, and fees to the Board of Directors. |
97 | 88 | 84 |
A new stock option plan was introduced in 2006. See details of stock options in note 3 and in note 21 in consolidated accounts. For details of establishment of salary and other remuneration to executive management, see note 3 in consolidated accounts. For details of establishment of salary and other remuneration to executive management, see note 3 in consolidated accounts.
| 2015 | 2014 | 2013 |
|---|---|---|
| 2013 | ||
| 666 593 | 683 839 | 485 536 |
| 627 997 | 637 448 | 485 536 474 465 |
| 38 596 | 46 391 | 474 465 11 070 |
| 11 070 | ||
| 9 888 | 9 130 | 11 744 |
| 28 708 | 37 261 | 11 744 -674 -674 |
| 2015 666 593 627 997 38 596 9 888 28 708 |
2014 683 839 637 448 46 391 9 130 37 261 |
| Fees to auditor (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Audit | 479 | 391 | 381 |
| Tax services | 223 | 273 | 321 |
| Audit | 479 | 391 | 381 |
| Attestation services | - | - | 37 |
| Tax services | 223 | 273 | 321 |
| Other services | 76 | 207 | - |
| Attestation services | - | - | 37 |
| Total | 778 | 871 | 739 |
| Other services | 76 | 207 | - |
| Total All fees to the auditor is excl. VAT. |
778 | 871 | 739 |
| Land Based Technology (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Land Based Technology (in NOK 1 000) | 2015 | 2014 | 2013 |
| Operating revenue | 5 160 | 21 146 | 11 601 |
| Operating revenue | 5 160 | 21 146 | 11 601 |
| Operating expenses | 5 162 | 22 583 | 11 061 |
| Operating expenses | 5 162 | 22 583 | 11 061 |
| Operating profit before depreciation and amortization (EBITDA) | -2 | -1 437 | 540 |
| Operating profit before depreciation and amortisation (EBITDA) | -2 | -1 437 | 540 |
| Depreciation and amortization | - | 50 | - |
| Depreciation and amortisation | - | 50 | - |
| Operating profit (EBIT) | -2 | -1 488 | 540 |
| Operating profit (EBIT) | -2 | -1 488 | 540 |
Government grants and subsidies Government grants and subsidies Government grants (in NOK 1 000) 2015 2014 2013
| Government grants (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Other | - | - | 18 |
| "Skattefunn" | 820 | 852 | 478 |
| Total | 820 | 852 | 496 |
| Other | - | - | 18 |
| Total | 820 | 852 | 496 |
Note 2 Segment information Note 2 Segment information Note 2 Segment information
| Total (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Total (in NOK 1 000) | 2015 | 2014 | 2013 |
| Operating revenue | 671 753 | 704 985 | 497 137 |
| Operating revenue | 671 753 | 704 985 | 497 137 |
| Operating expenses | 633 159 | 660 031 | 485 526 |
| Operating expenses | 633 159 | 660 031 | 485 526 |
| Operating profit before depreciation and amortisation (EBITDA) | 38 594 | 44 954 | 11 611 |
| Operating profit before depreciation and amortization (EBITDA) | 38 594 | 44 954 | 11 611 |
| Depreciation and amortisation | 9 888 | 9 180 | 11 744 |
| Depreciation and amortization | 9 888 | 9 180 | 11 744 |
| Operating profit (EBIT) | 28 706 | 35 774 | -134 |
| Operating profit (EBIT) | 28 706 | 35 774 | -134 |
Technology. For more detailed description and information about products and services, please go to "Products" at www.akvagroup.com and download the short version of the product catalogues. More information is also given in note 2 in the consolidated accounts. AKVA group ASA sells products and services within the business areas Cage Based Technology and Land Based Technology. For more detailed description and information about products and services, please go to "Products" at www.akvagroup.com and download the short version of the product catalogues. More information is also given in note 2 in the consolidated accounts.
| "Skattefunn" | 820 | 852 | 478 |
|---|---|---|---|
| Government grants (in NOK 1 000) Other |
2015 - |
2014 - |
2013 18 |
| "Skattefunn" Total |
820 820 |
852 852 |
478 496 |
| Other | - | - | 18 |
| Total | 820 | 852 | 496 |
Summary of significant accounting policies Note 1 Summary of significant accounting policies
AKVA group ASA is a public limited company registered in Norway. The company's head office is located in Nordlysveien 4, N-4340 Bryne, Norway.
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is valued as cost of acquiring shares in the subsidiary, providing they are not impaired. Write down to fair value will be carried out if the impairment is not considered temporary, and a write down is deemed necessary according to IFRS. Impairments are reversed when the indication no longer exist.
Business segments
The financial statement for AKVA group ASA have been prepared in accordance with the Norwegian accounting Act's §3-9 and the related regulation on simplified IFRS as approved by the Ministry of Finance on January 21st 2008. As a result the principles applied when preparing the balance sheet and the income statement are mainly based on International Financial Reporting Standards as adopted by EU (IFRS) and the disclosure notes have been prepared in accordance with the requirements of the Norwegian Accounting Act and accounting principles generally accepted in Norway (NGAAP). See note 1 in group accounts for more details of the accounting policy. st
| Development costs |
Patents & trademarks |
Total |
|---|---|---|
| Development costs |
Patents & trademarks |
Total |
|---|---|---|
| 2015 | Goodwill | Development costs |
Patents & trademarks |
Total |
|---|---|---|---|---|
| Acquisition cost at 01.01. | 53 000 | 57 419 | 36 092 | 146 511 |
| Acquisition cost during the year | - | 9 025 | - | 9 025 |
| Disposals during the year | - | - | - | - |
| Acquisition cost 31.12. | 53 000 | 66 444 | 36 092 | 155 536 |
| Accumulated amortization at 01.01. | - | 36 752 | 30 321 | 67 074 |
| Amortization during the year | - | 4 085 | 3 274 | 7 359 |
| Accumulated amortization disposals during the year | - | - | - | - |
| Accumulated amortization 31.12. | - | 40 837 | 33 595 | 74 432 |
| Net book value at 31.12. | 53 000 | 25 606 | 2 497 | 81 103 |
| 2014 | Goodwill | Development costs |
Patents & trademarks |
Total |
| Acquisition cost at 01.01. | 53 000 | 49 006 | 36 092 | 138 098 |
| Acquisition cost during the year | - | 8 413 | - | 8 413 |
| Disposals during the year | - | - | - | - |
| Acquisition cost 31.12. | 53 000 | 57 419 | 36 092 | 146 511 |
| Accumulated amortization at 01.01. | - | 33 393 | 27 048 | 60 440 |
| Amortization during the year | - | 3 359 | 3 274 | 6 633 |
| Accumulated amortization disposals during the year | - | - | - | - |
| Accumulated amortization 31.12. | - | 36 752 | 30 321 | 67 074 |
| Net book value at 31.12. | 53 000 | 20 667 | 5 771 | 79 437 |
| 2013 | Goodwill | Development costs |
Patents & trademarks |
Total |
| Acquisition cost at 01.01. | 53 000 | 44 412 | 36 092 | 133 504 |
| Acquisition cost during the year | - | 4 594 | - | 4 594 |
| Disposals during the year | - | - | - | - |
Intangible assets Note 7
| 2013 | Goodwill | Development costs |
Patents & trademarks |
Total |
|---|---|---|---|---|
| Acquisition cost at 01.01. | 53 000 | 44 412 | 36 092 | 133 504 |
| Acquisition cost during the year | - | 4 594 | - | 4 594 |
| Disposals during the year | - | - | - | - |
| Acquisition cost 31.12. | 53 000 | 49 006 | 36 092 | 138 098 |
| Accumulated amortization at 01.01. | - | 27 562 | 23 774 | 51 336 |
| Amortization during the year | - | 5 831 | 3 274 | 9 105 |
| Accumulated amortization disposals during the year | - | - | - | - |
| Accumulated amortization 31.12. | - | 33 393 | 27 048 | 60 440 |
| Net book value at 31.12. | 53 000 | 15 613 | 9 044 | 77 657 |
The company uses linear amortization of all intangible assets. The useful economic life for the intangible assets are estimated as: Development 3-5 years, patents 20 years, trademarks 5 years and product rights 5-10 years.
Goodwill:
The goodwill is related to the aquisitions of Helgeland Plast AS and Superior Systems AS.
Development Costs:
The company has capitalised all direct costs related to development of software and tangible products that are expected to create economic benefits and meet the requirements for capitalisation in IAS 38. See also note 8.
Intangible assets (in NOK 1 000)
Note 5 Note 5
Taxes (in NOK 1 000) Taxes
4
| Tax expense (in NOK 1 000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Change in deferred taxes | 8 703 | 17 382 | 4 482 |
| Effect of change in tax rate in Norway | -949 | - | 491 |
| Total tax expense | 7 753 | 17 382 | 4 973 |
Calculation of the basis for taxation
| Profit before tax | 44 046 | 62 658 | 12 253 |
|---|---|---|---|
| Permanent differences | -11 814 | 1 721 | 3 754 |
| Change in temporary differences | -32 233 | -64 379 | -16 007 |
| Tax base | - | - | - |
Specification of temporary differences
| Current assets | -3 359 | -5 862 | -5 253 |
|---|---|---|---|
| Fixed assets | 55 745 | 52 901 | 49 480 |
| Provisions | 4 019 | -3 310 | -4 984 |
| Pension obligations | 47 | 133 | 60 |
| Losses carried forward | -8 981 | -28 623 | -88 443 |
| Total | 47 472 | 15 239 | -49 140 |
| Calculated deferred tax assets (-liabilities) | -12 817 | -4 114 | 13 759 |
| Effect of change in tax rate in Norway from 27 % to 25 % | 949 | - | -491 |
| Deferred tax asset (-liabilities) | -11 868 | -4 114 | 13 268 |
| Effective tax rate (in NOK 1 000) | 2015 | 2014 | 2013 |
| Expected income taxes, statutory tax rate of 27% | 11 893 | 16 918 | 3 431 |
| Permanent differences (27%) | -3 190 | 465 | 1 051 |
| Effect of change in tax rate in Norway from 27 % to 25 % | -949 | - | 491 |
| Income tax expense | 7 753 | 17 382 | 4 973 |
| Tax loss carryforwards without time restrictions | -8 981 |
|---|---|
| Total | -8 981 |
Expiry dates of Tax Loss Carry Forwards (in NOK 1 000)
Note 6 Net earnings per share Note 6 Net earnings per share
See details in note 6 in consolidated accounts.
| Receivables due in more than | |||
|---|---|---|---|
Reference is made to note 18 for more details of credit and currency risks related to accounts receivables.
(in NOK 1 000)
Note 13 Intercompany transactions and balances Intercompany transactions and balances (in NOK 1 000) (in NOK 1 000)
Accounts receivables The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is:
The recorded accounts receivables are shown net of estimated bad debt loss. The estimated bad debt loss is: Bad debt provisions 2015 2014 2013 Bad debt provisions 2015 2014 2013
| Other long-term investments Other long-term investments Currency |
Currency | capital Share capital |
Share capital Number of shares Number of capital shares shares |
shares Par value (NOK) (NOK) |
Par value Book value Owner (NOK) (NOK) |
Book value Owner ship ship |
|---|---|---|---|---|---|---|
| Centre for Aquaculture Competence AS NOK Centre for Aquaculture Competence AS NOK Centre for Aquaculture Competence AS NOK Centre for Aquaculture Competence AS NOK Blue Planet AS Blue Planet AS NOK |
NOK | 450 450 1 350 |
450 150 450 150 1 350 2 |
150 1 000 150 1 000 50 000 2 |
1 000 153 1 000 153 50 000 100 |
33 % 153 153 33 % 100 7 % |
| Blue Planet AS Blue Planet AS NOK Total |
NOK | 1 350 | 1 350 2 |
2 50 000 |
50 000 100 253 |
100 7 % 253 |
| Total | 253 | 253 |
| Bad debt provisions Bad debt provision last year Bad debt provision last year |
2015 5 200 5 200 5 250 |
2014 5 250 7 615 |
2013 7 615 |
|---|---|---|---|
| Change in bad debt provision Change in bad debt provision |
-2 700 -2 700 -50 |
-2 365 -50 |
-2 365 |
| Bad debt provision last year Bad debt provision 31.12. Bad debt provision 31.12. |
5 200 2 500 2 500 5 200 |
5 250 5 200 5 250 |
7 615 5 250 |
| Change in bad debt provision | -2 700 | -50 | -2 365 |
| Bad debt provision 31.12. Recorded bad debt cost during the year Recorded bad debt cost during the year |
2 500 -2 302 -2 302 1 223 |
5 200 1 223 2 |
5 250 2 |
| Change in bad debt provision Change in bad debt provision |
2 700 2 700 -50 |
-2 365 -50 |
-2 365 |
| Recorded bad debt cost during the year Total bad debt cost during the year Total bad debt cost during the year |
-2 302 398 1 173 398 |
1 223 1 173 -2 363 |
2 -2 363 |
| Change in bad debt provision | 2 700 | -50 | -2 365 |
| Total bad debt cost during the year Reference is made to note 18 for more details of credit and currency risks related to accounts receivables. Reference is made to note 18 for more details of credit and currency risks related to accounts receivables. |
398 | 1 173 | -2 363 |
Polarcirkel AS Norway 100 % 100 1 000 100 110 Total 417 679 Polarcirkel AS Norway 100 % 100 1 000 100 110 Total 417 679 Total 417 679 Total 417 679 Note 10 continues
Note 11 Stock Stock (in NOK 1 000)
| Stock (in NOK 1 000) Stock (in NOK 1 000) |
2015 2015 |
2014 2014 2013 |
2013 |
|---|---|---|---|
| Stock (in NOK 1 000) Stock (in NOK 1 000) |
2015 2015 |
2014 2014 2013 |
2013 |
| Raw materials (at cost) Raw materials (at cost) |
10 622 10 622 |
10 270 10 270 14 989 |
14 989 |
| Raw materials (at cost) Raw materials (at cost) Work in progress (at cost) Work in progress (at cost) |
10 622 10 622 - - |
10 270 10 270 14 989 8 8 - |
14 989 - |
| Work in progress (at cost) Work in progress (at cost) Finished goods (at net realisable value) Finished goods (at net realisable value) |
- - 36 543 36 543 |
8 8 - 32 928 32 928 25 082 |
- 25 082 |
| Finished goods (at net realisable value) Finished goods (at net realisable value) Total |
36 543 36 543 47 166 47 166 |
32 928 32 928 25 082 43 206 43 206 40 071 |
25 082 40 071 |
| Total | 47 166 47 166 |
43 206 43 206 40 071 |
40 071 |
| Write-down of obsolete stock 1.1 Write-down of obsolete stock 1.1 |
2 390 2 390 |
1 220 1 220 500 |
500 |
| Write-down of obsolete stock 1.1 Write-down of obsolete stock 1.1 Write-down of obsolete stock during the year Write-down of obsolete stock during the year |
2 390 2 390 720 720 |
1 220 1 220 500 1 170 1 170 720 |
500 720 |
| Write-down of obsolete stock during the year Write-down of obsolete stock during the year Write-down of obsolete stock 31.12 Write-down of obsolete stock 31.12 |
720 720 3 110 3 110 |
1 170 1 170 720 2 390 2 390 1 220 |
720 1 220 |
| (in NOK 1 000) | 2015 | 2015 | 2014 |
|---|---|---|---|
| Receivables | 2014 | 2013 | |
| Receivables | 88 007 | 2015 | 2014 |
| Loans to group companies | 88 007 | 83 186 | |
| Loans to group companies | 83 186 | 62 689 | |
| Current receivables towards group companies | 26 592 | 27 775 | 45 818 |
| Current receivables towards group companies | 26 592 | 27 775 | |
| Loans to group companies | 82 599 | 88 007 | 83 186 |
| Other receivables towards group companies | 82 599 | 69 897 | |
| Other receivables towards group companies | 69 897 | 27 344 | |
| Current receivables towards group companies Total Other receivables towards group companies |
197 197 | 26 592 197 197 |
27 775 180 857 135 851 180 857 135 851 |
Note 13 Intercompany transactions and balances Intercompany transactions and balances
Note 11 Note 11 Note 11
Note 12
Note 12 Note 12 (in NOK 1 000) Note 12 Receivables
Receivables (in NOK 1 000) Receivables (in NOK 1 000) Receivables due in more than (in NOK 1 000)
| Total Total 58 Total Other long-term receivables |
58 57 58 58 |
57 57 57 57 |
57 57 57 |
|---|---|---|---|
| Other long-term receivables Other long-term receivables 58 Other long-term receivables |
58 57 58 |
57 57 57 |
57 57 |
4
| Product rights, patents & trademarks: Product rights, patents & trademarks: Patents and trademarks are related to Polarcirkel/Wavemaster (2006) and Idema Aqua (2008) |
||||||
|---|---|---|---|---|---|---|
| one year Receivables due in more than one year Receivables due in more than |
2015 2015 2014 2015 |
2014 2013 2014 |
2013 2013 |
|---|---|---|---|
| one year Other long-term receivables Other long-term receivables Other long-term receivables |
2015 58 58 57 58 |
2014 57 57 57 |
2013 57 57 |
| Total Total Other long-term receivables |
58 58 57 58 58 |
57 57 57 57 |
57 57 57 |
- Buildings 25 - Buildings 25 Note 10 Note 10
Note 8 Note 8 Research and development Note 8
Patents and trademarks are related to Polarcirkel/Wavemaster (2006) and Idema Aqua (2008) Note 8
Note 9 Note 9 Tangible fixed assets Tangible fixed assets Tangible assets
Research and development Research and development During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and Research and development During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include
During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include During the year the company expensed MNOK 13.6 (MNOK 7.3 in 2014 and MNOK 6.8 in 2013) on research and development on new products and technology as well as upgrades on existing products. The amount does not include capitalised development costs according to IAS 38 (see details in note 7). development on new products and technology as well as upgrades on existing products. The amount does not include capitalised development costs according to IAS 38 (see details in note 7). capitalised development costs according to IAS 38 (see details in note 7).
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Acquisition cost at 01.01. | 51 305 | 41 963 | 38 026 |
| Property, plant and equipment (in NOK 1 000) | 2015 | 2014 | 2013 |
| Property, plant and equipment (in NOK 1 000) | 2015 | 2014 | 2013 |
| Acquisition cost at 01.01. | 51 305 | 41 963 | 38 026 |
| Additions related to merger | - | - | - |
| Additions related to merger | - | - | - |
| Additions during the year | 7 463 | 9 342 | 4 775 |
| Acquisition cost at 01.01. | 51 305 | 41 963 | 38 026 |
| Acquisition cost at 01.01. | 51 305 | 41 963 | 38 026 |
| Additions during the year | 7 463 | 9 342 | 4 775 |
| Disposals during the year | - | - | -838 |
| Additions related to merger | - | - | - |
| Additions related to merger | - | - | - |
| Disposals during the year | - | - | -838 |
| Acquisition cost 31.12. | 58 768 | 51 305 | 41 963 |
| Additions during the year | 7 463 | 9 342 | 4 775 |
| Additions during the year | 7 463 | 9 342 | 4 775 |
| Acquisition cost 31.12. | 58 768 | 51 305 | 41 963 |
| Disposals during the year | - | - | -838 |
| Disposals during the year | - | - | -838 |
| Accumulated depreciation 01.01. | 32 677 | 30 130 | 27 491 |
| Acquisition cost 31.12. | 58 768 | 51 305 | 41 963 |
| Acquisition cost 31.12. | 58 768 | 51 305 | 41 963 |
| Accumulated depreciation 01.01. | 32 677 | 30 130 | 27 491 |
| Accumulated depreciation related to merger | - | - | - |
| Accumulated depreciation related to merger | - | - | - |
| Depreciation during the year | 2 529 | 2 547 | 2 639 |
| Accumulated depreciation 01.01. | 32 677 | 30 130 | 27 491 |
| Accumulated depreciation 01.01. | 32 677 | 30 130 | 27 491 |
| Depreciation during the year | 2 529 | 2 547 | 2 639 |
| Accumulated depreciation disposals during the year | - | - | - |
| Accumulated depreciation related to merger | - | - | - |
| Accumulated depreciation related to merger | - | - | - |
| Accumulated depreciation disposals during the year | - | - | - |
| Accumulated depreciation 31.12. | 35 206 | 32 677 | 30 130 |
| Depreciation during the year | 2 529 | 2 547 | 2 639 |
| Depreciation during the year | 2 529 | 2 547 | 2 639 |
| Accumulated depreciation 31.12. | 35 206 | 32 677 | 30 130 |
| Accumulated depreciation disposals during the year | - | - | - |
| Accumulated depreciation disposals during the year | - | - | - |
| Net book value 31.12. | 23 562 | 18 628 | 11 833 |
| Accumulated depreciation 31.12. | 35 206 | 32 677 | 30 130 |
| Accumulated depreciation 31.12. | 35 206 | 32 677 | 30 130 |
| Net book value 31.12. | 23 562 | 18 628 | 11 833 |
Subsidiaries and other long-term investments Subsidiaries and other long-term investments
Subsidiaries accounted for according to the cost method in the parent company accounts
| The company use linear depreciation for all tangible assets. The useful economic life is estimated as: |
Years: |
|---|---|
| assets. The useful economic life is estimated as: - Machinery and equipment The company use linear depreciation for all tangible |
Years: 3-5 |
| The company use linear depreciation for all tangible - Machinery and equipment - Buildings assets. The useful economic life is estimated as: |
3-5 25 Years: |
| Company name | Location | Share ownership and voting rights |
Share capital |
Number of shares |
Par value | Book value |
|---|---|---|---|---|---|---|
| (NOK 1 000) | (NOK) (NOK 1 000) | |||||
| AKVA group North America Inc | Canada | 100 % | 476 | 419 760 | 1,1 | 5 253 |
| AKVA group Scotland Ltd. | Scotland | 100 % | 20 615 14 186 377 | 1,5 | 27 417 | |
| AKVA group Software AS | Norway | 100 % | 2 174 | 500 | 4 348 | 45 073 |
| AKVA group Chile S.A. | Chile | 100 % | 50 408 | 199 874 | 252 | 53 000 |
| AKVA group Services AS | Norway | 100 % | 100 | 1 000 | 100 | 100 |
| AKVAsmart Ltd. (Turkey) | Turkey | 100 % | 7 591 | 200 | 37 954 | 7 910 |
| Helgeland Plast AS | Norway | 100 % | 1 100 1 100 000 | 1,0 | 66 543 | |
| Plastsveis AS | Norway | 70 % | 1 462 | 2 150 | 680 | 19 000 |
| Wise lausnir ehf | Iceland | 100 % | 34 | 500 000 | 0,07 | 26 172 |
| AKVA group Denmark A/S | Denmark | 100 % | 1 331 1 030 000 | 1,3 | 47 520 | |
| Aquatec Solution A/S | Denmark | 100 % | 645 | 1 000 | 645 | 101 780 |
| AKVA group Australasia Pty Ltd. | Australia | 100 % | 322 | 50 000 | 6 | 301 |
| YesMaritime AS | Norway | 100 % | 2 600 2 600 000 | 1 | 17 500 | |
| Polarcirkel AS | Norway | 100 % | 100 | 1 000 | 100 | 110 |
| Total | 417 679 |
Note 9 Note 9 Tangible fixed assets
The company use linear depreciation for all tangible
(in NOK 1 000)
| Total financial income |
|---|
| Dividend |
| Group contribution recognised as income |
| Agio gain |
| Other interest income |
| Interest income from group companies |
The Company's long-term debt matures as follows: 2015 2014 2013 The Company's long-term debt matures as follows: 2015 2014 2013
AKVA group ASA's shares in Aquatec Solutions A/S, in total 500 at value DKK 1.000, are also pledged as security for the liabilities. liabilities. As of December 31st 2015 bank guarantees of MNOK 36.3 is issued on behalf of the Group.
As of December 31st 2015 bank guarantees of MNOK 36.3 is issued on behalf of the Group. Repayment of debt
Repayment of debt AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank
AKVA group ASA has in 2015 increased the debt for financing the acquisition of Aquatec Solutions A/S with a new bank loan of MNOK 64.47 at Danske Bank. loan of MNOK 64.47 at Danske Bank.
| Less than 1 Year Less than 1 Year 4-5 Years |
13 878 13 878 145 163 |
13 278 13 278 93 725 |
10 105 10 105 |
|---|---|---|---|
| 2-3 Years 2-3 Years More than 5 Years |
27 829 27 829 3 960 |
27 791 27 791 2 560 |
24 211 24 211 |
| 4-5 Years | 145 163 | 93 725 | 20 105 |
| 4-5 Years | 145 163 | 93 725 | 20 105 |
| Total | 190 830 | 137 353 | - |
| More than 5 Years | 3 960 | 2 560 | 77 000 |
| More than 5 Years | 3 960 | 2 560 | 77 000 |
| Average interest rate | 3,11 % | 3,35 % | 3,71 % |
| Total | 190 830 | 137 353 | 131 421 |
| Total | 190 830 | 137 353 | 131 421 |
| Average interest rate Average interest rate *As of December 31st 2015 an amount of MNOK 13.878 of the long-term debt due within one year is, in accordance |
3,11 % 3,11 % |
3,35 % 3,35 % |
3,71 % 3,71 % |
*As of December 31st 2015 an amount of MNOK 13.878 of the long-term debt due within one year is, in accordance with IFRS, reclassified to short-term interest bearing debt in the balance sheet. with IFRS, reclassified to short-term interest bearing debt in the balance sheet.
Note 18 Specification of items that are grouped in the financial statement Specification of items that are grouped in the financial statement (in NOK 1 000) (in NOK 1 000)
Note 17 Liabilities to financial institutions (in NOK 1 000) Liabilities to financial institutions (in NOK 1 000)
| (in NOK 1 000) Financial income |
2015 | 2014 | 2013 |
|---|---|---|---|
| Financial income | 2015 | 2014 | 2013 |
| Interest income from group companies | 4 236 | 4 004 | 4 359 |
| Other interest income | 1 428 | 1 380 | 69 |
| Interest income from group companies | 4 236 | 4 004 | 4 359 |
| Agio gain | - | 5 822 | 4 584 |
| Other interest income | 1 428 | 1 380 | 69 |
| Group contribution recognised as income | 9 229 | 21 694 | 11 926 |
| Agio gain | - | 5 822 | 4 584 |
| Dividend | 13 546 | - | - |
| Group contribution recognised as income | 9 229 | 21 694 | 11 926 |
| Total financial income | 28 439 | 32 900 | 20 938 |
| Dividend | 13 546 | - | - |
| Financial expenses | 2015 | 2014 | 2013 |
|---|---|---|---|
| Financial expenses | 2015 | 2014 | 2013 |
| Interest expenses | 5 010 | 4 925 | 6 091 |
| Agio loss | 4 868 | - | - |
| Interest expenses | 5 010 | 4 925 | 6 091 |
| Other financial expenses | 3 221 | 1 091 | 2 459 |
| Agio loss | 4 868 | - | - |
| Total financial expenses | 13 099 | 6 016 | 8 551 |
| Other financial expenses | 3 221 | 1 091 | 2 459 |
Long-term liabilities due in more than 5 years 2015 2014 2013
Note 18 Specification of items that are grouped in the financial statement
| Total | 3 960 | 2 560 | 77 000 |
|---|---|---|---|
| Liabilities to financial institutions | 3 960 | 2 560 | 77 000 |
| Long-term liabilities due in more than 5 years | 2015 | 2014 | 2013 |
|---|---|---|---|
| Liabilities to financial institutions | 3 960 | 2 560 | 77 000 |
| Total | 3 960 | 2 560 | 77 000 |
| 2015 | 2014 | 2013 | |
| Liabilities secured with assets | 229 888 | 137 353 | 131 948 |
| Secured assets: | 2015 | 2014 | 2013 |
| Accounts receivables third parties | 79 405 | 79 794 | 20 375 |
| Accounts receivables group companies | 26 592 | 27 775 | 45 818 |
| Stock | 47 166 | 43 206 | 40 071 |
| Other assets | 23 562 | 18 628 | 250 000 |
| Total | 176 724 169 403 356 263 |
| Total | 176 724 169 403 356 263 | ||
|---|---|---|---|
| Other assets | 23 562 | 18 628 | 250 000 |
| Stock | 47 166 | 43 206 | 40 071 |
| Accounts receivables group companies | 26 592 | 27 775 | 45 818 |
| Accounts receivables third parties | 79 405 | 79 794 | 20 375 |
| Less than 1 Year The Company's long-term debt matures as follows: The Company's long-term debt matures as follows: 2-3 Years |
13 878 2015 2015 27 829 |
13 278 2014 2014 27 791 |
2013 2013 |
|---|---|---|---|
| Less than 1 Year Less than 1 Year 4-5 Years |
13 878 13 878 145 163 |
13 278 13 278 93 725 |
10 105 10 105 |
| 2-3 Years 2-3 Years More than 5 Years |
27 829 27 829 3 960 |
27 791 27 791 2 560 |
24 211 24 211 |
| 4-5 Years | 145 163 | 93 725 | 20 105 |
| 4-5 Years | 145 163 | 93 725 | 20 105 |
| Total | 190 830 | 137 353 | - |
| More than 5 Years | 3 960 | 2 560 | 77 000 |
| More than 5 Years | 3 960 | 2 560 | 77 000 |
| Average interest rate | 3,11 % | 3,35 % | 3,71 % |
| Total | 190 830 | 137 353 | 131 421 |
| Total | 190 830 | 137 353 | 131 421 |
| Average interest rate | 3,11 % | 3,35 % | 3,71 % |
| Average interest rate | 3,11 % | 3,35 % | 3,71 % |
| Payables | 2015 | 2014 | 2013 |
|---|---|---|---|
| Trade payables towards group companies Other current liabilities towards group companies |
9 817 34 170 |
11 181 29 023 |
4 515 - |
| Total | 43 987 | 40 204 | 4 515 |
Overdraft facilities is included in other receivables and other current liabilities in the amounts presented above.
Other receivables towards group companies 82 599 69 897 27 344 Note 13 continues
| Intercompany transactions with subsidiaries | 2015 | 2014 | 2013 |
|---|---|---|---|
| Revenues | 89 523 | 48 370 | 30 865 |
| Cost of goods sold | 67 497 | 31 432 | 21 050 |
Note 14 Note 14
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Restricted bank deposits | 3 442 | 3 810 | 2 700 |
| Overdraft limit | 90 000 | 90 000 | 90 000 |
| Utilised end of year | 39 058 | - | 56 475 |
Bank deposits Bank deposits (in NOK 1 000) 4
Shareholders (in NOK 1 000)
Note 15 Shareholders
AKVA group ASA
The Company's share capital is MNOK 25.8 divided into 25.8 million shares, each with a par value of NOK 1. The Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.
group management. See consolidated accounts note 14 about 20 largest shareholders and shares owned by members of the Board of Directors and group management.
Note 16
The pension schemes in AKVA group ASA is a defined contribution plan where agreed contributions are expensed as paid. The Company has no further commitments towards pensions when the agreed contributions are paid. All pensions costs are included in payroll expenses in the profit and loss statement.
Pensions Note 16
(in NOK 1 000) Pensions (in NOK 1 000)
| Contribution plans | 2015 | 2014 | 2013 |
|---|---|---|---|
| Contributions expensed during the year | 3 758 | 3 459 | 2 206 |
As of December 31st the Company has no pension liablity.
According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension schemes meet the requirements in the legislation.
Note 19 Note 19
Financial instruments and risk management Financial instruments and risk management
| Other operating expenses 2015 |
2014 | 2013 | |
|---|---|---|---|
| Accomodation, materials, equipment and maintenance | 18 766 | 14 983 | 15 175 |
| Marketing, travelling and communication | 14 683 | 9 699 | 12 589 |
| Other operating expenses | 6 630 | 8 931 | 6 203 |
| Total other operating expenses | 40 079 | 33 613 | 33 967 |
| Other current liabilities | 2015 | 2014 | 2013 |
|---|---|---|---|
| Accrued costs | 3 924 | 22 455 | 19 807 |
| Guarantee provisions | 9 000 | 7 787 | 4 650 |
| Other current liabilities | 15 159 | 4 086 | 24 101 |
| Contingent considerations | 13 788 | - | - |
| Total other current liabilities | 41 871 | 34 328 | 48 558 |
See consolidated accounts note 18 for more details about financial instruments and risk management.
Revenue and profits on long-term contracts are recognized using the percentage of completion method. This method implies that profit is recognised according to the progress of the work, whereas any losses are fully recorded when incurred.
Included in figures are primarily contracts on barges and cages, and only contracts valued over MNOK 3.0 are included.
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Total revenues from long-term contracts | 382 386 | 457 823 | 119 393 |
| Total value of ongoing contracts 31.12. | 252 416 | 467 091 | 315 072 |
| Total sales included from ongoing contracts 31.12. | 129 080 | 310 227 | 52 441 |
| Not invoiced work-in-progress included as accounts receivables | 11 267 | 42 232 | - |
| Prepayments from customers | 42 297 | 33 466 | 9 768 |
| Remaining production on loss contracts 31.12. | - | - | - |
Note 20 Note 20
Long-term contracts (in NOK 1 000) Long-term contracts (in NOK 1 000)
Other financial expenses 3 221 1 091 2 459 Note 18 continues
Options to employees (in NOK 1 000) (in NOK 1 000)
The company has entered into several operating leases for offices, machinery and other equipment. The cost is as follows:
Related parties The risk-free interest rate assumed when calculating the fair value was equal to the interest rate on goverment bonds at the time of the calculation.
Note 21 Operational leases Note 21
(in NOK 1 000) Operational leases (in NOK 1 000) AKVA group ASA
Strike price
The expected volatility is based on historic volatility for peer group companies (35%).
The term of the option
Note 22 Options to employees AKVA group ASA
| See consolidated accounts note 14 about 20 largest shareholders and shares owned by members of the Board of Operating leasing cost |
Shareholders 2015 |
2014 | 2013 |
|---|---|---|---|
| Directors and group management. Operational leasing costs |
1 554 | 1 499 | 1 716 |
| Note 16 Rent costs on buildings |
4 436 AKVA group ASA |
3 531 | 3 775 |
| Pensions Total |
5 990 | 5 030 | 5 491 |
Dividend
The calculation is based on no dividend being paid in the vesting period.
Risk-free interest rate
The future minimum rents related to non-cancellable leases fall due as follows for the company: The Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.
| The Company has no further commitments towards pensions when the agreed contributions are paid. All pensions costs | Within 1 year | See consolidated accounts note 14 about 20 largest shareholders and shares owned by members of the Board of | 1 - 5 years After 5 years |
|---|---|---|---|
| are included in payroll expenses in the profit and loss statement. | Directors and group management. | ||
| Machinery and equipment | 216 | 386 | - |
| Contribution plans Vehicles |
2015 Note 16 1 247 |
2014 1 650 |
2013 - |
| Offices and buildings | Pensions 3 455 |
3 331 | - |
| Contributions expensed during the year Total |
3 758 4 918 (in NOK 1 000) |
3 459 5 367 |
2 206 - |
Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.
In 2012 the main office lease agreement (headquarter) was renewed for 5 years included an option to extend the lease for 2 more years. In 2015 the rent for main office was MNOK 2.6. As of December 31st the Company has no pension liablity. According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension The pension schemes in AKVA group ASA is a defined contribution plan where agreed contributions are expensed as paid. Note 15 Shareholders
| 2015 | schemes meet the requirements in the legislation. 2014 |
2013 |
|---|---|---|
The company had an option programme covering employees in selected senior positions. The option programme was established in connection with listing of the company at Oslo Stock Exchange in November 2006. As of December 31st the Company has no pension liablity. The Company has only one category of shares and all shares entitle shareholders to equal rights in the Company.
| Total available options that can be issued | 892 109 1 012 109 1 012 109 | ||
|---|---|---|---|
| Note 16 Available options not issued at year end |
892 109 | 892 109 | 892 109 |
| Pensions Options vested during the year |
- | 120 000 | - |
| Oustanding options as per 31.12. (in NOK 1 000) |
- | - | 120 000 |
The fair value of the options has been estimated using the Black&Scholes option-pricing model. The average fair value of options granted is based on the following assumptions: The pension schemes in AKVA group ASA is a defined contribution plan where agreed contributions are expensed as paid. The Company has no further commitments towards pensions when the agreed contributions are paid. All pensions costs
The strike price is equal to the the stock exchange price at grant date. Contribution plans 2015 2014 2013
Volatility Contributions expensed during the year 3 758 3 459 2 206
In the calculations the expected period to vesting has been based on actual years to expiry of the options. According to Norwegian legislation the entities need to have a pension scheme for the employees. The existing pension
Note 24 Related parties Note 24 Related parties
The majority of the transactions and outstanding balances to related parties are to Egersund Group and its subsidiaries.
The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and from related parties of respectively MNOK 0.9 and MNOK 5.9. The sales to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. AKVA group ASA has in 2015 transactions, in line with the company's ordinary course of business, to and
Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the company had MNOK 0.2 in trade receivables and MNOK 0.9 in trade payables towards related parties. Outstanding balances at year-end are unsecured and interest free and settlement occurs in cash. As of December 31st the
average price per share was NOK 33.86 totalling the purchase price to MNOK 4.2. AKVA group ASA has in the period from September 10th to November 30th 2015 purchased 123,000 own shares. The average price per share was NOK 33.86 totalling the purchase price to MNOK 4.2.
Share buyback Note 26 Note 26
AKVA group ASA has in the period from September 10th to November 30th 2015 purchased 123,000 own shares. The Share buyback Share buyback
Subsequent events Note 27 Subsequent events Note 27 Subsequent events
See consolidated accounts note 24 for more details.
See consolidated accounts note 25 for more details.
See consolidated accounts note 26 for more details about subsequent events.
A new Subsea feeding system combined with underwater light.
Auditor´s Report
The financial statements of the Group comprise the consolidated statement of financial position as at
Vassbotnen 11a Forus, NO-4313 Sandnes Postboks 8015, NO-4068 Stavanger Tlf: + 47 51 70 66 00 www.ey.no Medlemmer av den norske revisorforening Statsautoriserte revisorer Ernst & Young AS Vassbotnen 11a Forus, NO-4313 Sandnes Postboks 8015, NO-4068 Stavanger
Foretaksregisteret: NO 976 389 387 MVA Foretaksregisteret: NO 976 389 387 MVA Tlf: + 47 51 70 66 00 Fax: + 47 51 70 66 01 www.ey.no Medlemmer av den norske revisorforening
To the Annual Shareholders' Meeting of AKVA group ASA To the Annual Shareholders' Meeting of
AUDITOR'S REPORT Report on the financial statements We have audited the accompanying financial statements of AKVA group ASA, comprising the financial statements for the Parent Company and the Group. The financial statements of the Parent Company comprise the balance sheet as at 31 December 2014, the statements of income and cash flows for the AUDITOR'S REPORT Report on the financial statements We have audited the accompanying financial statements of AKVA group ASA, comprising the financial statements for the Parent Company and the Group. The financial statements of the Parent Company comprise the balance sheet as at 31 December 2014, the statements of income and cash flows for the
31 December 2014,the statements of income, comprehensive income, cash flow and changes in equity for the year then ended as well as a summary of significant accounting policies and other explanatory information. The Board of Directors' and Chief Executive Officer's responsibility for the financial statements The Board of Directors and Chief Executive Officer are responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and The financial statements of the Group comprise the consolidated statement of financial position as at 31 December 2014,the statements of income, comprehensive income, cash flow and changes in equity for the year then ended as well as a summary of significant accounting policies and other explanatory information. The Board of Directors' and Chief Executive Officer's responsibility for the financial statements The Board of Directors and Chief Executive Officer are responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and
Dividend Note 25 Dividend Note 25 Dividend
Parent Company and the International Financial Reporting Standards as adopted by the EU for the accounting standards and practices generally accepted in Norway for the financial statements of the
financial statements of the Group, and for such internal control as the Board of Directors and Chief Executive Officer determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Parent Company and the International Financial Reporting Standards as adopted by the EU for the financial statements of the Group, and for such internal control as the Board of Directors and Chief Executive Officer determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility
A dividend of 1.00 NOK per share was paid out on November 20th 2015 totalling a distributed amount of 25,736,303 NOK. th
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's
year then ended and a summary of significant accounting policies and other explanatory information.
accounting policies used and the reasonableness of accounting estimates made by management, as accounting policies used and the reasonableness of accounting estimates made by management, as
Note 23 Acquisitions Note 23 Acquisitions
In September AKVA group ASA acquired 100 % of the shares in Aquatec Solutions A/S.
See consolidated accounts note 22 for more details.
Articles of Association of AKVA group ASA
§ 1
The company's name is AKVA group ASA. The company is a public limited company.
§ 2
The company's registered office is in Time, 4340 Bryne.
§ 3
The purpose of the company is to conduct development, manufacturing, project man agement, sale and marketing of proprietary and purchased goods, and everything con nected to such activity, including participation in other companies with similar activities.
The activities of the company shall in particu lar be directed towards technology for farming of fish and animals.
§4
The company's share capital shall be NOK 25,834,303 divided into 25,834,303 shares at NOK 1 each. The company's shares shall be registered in the Norwegian Register of Se curities (VPS). Any transfer of shares shall be notified to VPS within 1 – one – month.
§ 5
The Board of Directors shall consist of from 4 to 10 members as decided from time to time by the general meeting. The Chairperson and one Board member jointly sign on behalf of the company.
§ 6
The ordinary general meeting of the company shall consider the following:
-
- The approval of the annual profit and loss statement and balance sheet.
-
- Application of the profit, or settlement of the deficit according to the approved balance sheet, as well as the distribution of dividends.
-
- Election of the Board of Directors
-
- Other issues that under Norwegian law are to be dealt with by the shareholders General Meeting.
§ 7
The company shall have a nomination committee consisting of at least 3 members elected by the general meeting. The nomi nation committee shall prepare the general meeting's election of board members and propose candidates for nominations. The general meeting may adopt instructions for the nomination committee.
§ 8
When documents concerning matters to be discussed at the general meeting are made available to the shareholders on the Com pany's website, the requirement in the Public Companies Act that such documents shall be sent to the shareholders shall not apply. This also applies to documents which, according to law, shall be included or enclosed to the notice of the general meeting. A shareholder may nonetheless request hard copies of such documents to be sent to him.
(Last updated May 24th 2011 - Translation from Norwegian)
Corporate Social Responsibility Corporate Governance
Corporate Social Responsibility
This report is made in accordance with the Norwegian Accounting Act, Section 3-3c, setting requirements for the companies to account for its handling of Corporate Social Responsibility. The report includes:
- references to the company's guidelines related to following up its corporate responsibility, including any principles, procedures and standards to be adhered to. If such guidelines have not been prepared, information to that effect is given
- how the company works to translate the principles, procedures, standards and guidelines mentioned above into action
- the company's assessment of the results achieved as a consequence of working with corporate responsibility and any expectations to results in the time to come
Basis for AKVA group ASA's Corporate Social Responsibility
The company's handling of its Corporate Social Responsibility is based on AKVA group's core values and principles, applicable laws and regulations as well as generally accepted principles and practices for good corporate governance.
AKVA group ASA approach Corporate Social Responsibility as a continuous process, seeking constant improvement in awareness, processes as well as adoption to new regulations and understandings.
AKVA group ASA's Vision and Values
AKVA group's vision is to be a Technology and Service Partner to the global aquaculture industry. AKVA group's mission is to be a profitable supplier of knowledge based solutions and services in order to improve our customer's profitability and sustainability.
AKVA group's core values are:
- Customer Focus
- Aquaculture Knowledge
- Reliability
- Enthusiasm
The vision and values of the Group forms the foundation of our commercial activity and strategies as well as our behavior as an entity and individuals.
Our Vision and Values are actively communicated internally and externally describing AKVA group ASA as an entity, as well as actively used as general guidelines for behavior, priorities and decisions in day to day management. Our Vision and Values are made available on our website, our intranet as well as in presentations and material distributed internally to our employees as well as externally to customers and stakeholders.
AKVA group ASA's Code of Conduct
AKVA group has an established Code of Conduct giving detailed instructions on regulations, policies and guidelines for responsible as well as acceptable behavior and conduct. The Code of Conduct applies to all employees, including temporary personnel, of the Group throughout the world as well as to the Directors of the Board in AKVA group ASA and its subsidiaries.
The purpose of the Code of Conduct is to ensure that all persons acting on behalf of AKVA group perform their activities in an ethical way and in accordance with the standards AKVA group sets in its regulations, policies and guidelines. It is AKVA group's policy to comply with all applicable laws and governmental rules and regulations. The code is an important tool to secure compliance with these laws, rules and regulations.
The Code of Conduct is published on the Group's intranet available for all employees in the Group. The code is also enclosed as a part of new employment contracts, making sure all new employees have the proper understanding necessary to comply. The code gives clear instructions to all managers in the Group to make sure the code is known and complied with by all employees.
Violation of this Code of Conduct is not tolerated and may in accordance with relevant legislation lead to internal disciplinary actions, dismissal or even criminal prosecution. Should an improper practice or irregularity occur within the Company, the Company is committed to make necessary corrections and take remedial action to prevent reoccurrence.
The Code of Conduct covers the following main areas:
- Policy on personal conduct and behavior based on mutual respect
- Restrictive policy on use of intoxicants
- Policy on equal opportunity
- Policy on anti-corruption and conflict of interest
- Policy on compliance with laws and regulations including laws and regulations on antitrust and competition as well as insider trading
The Code of Conduct is regularly revised in order to ensure adoptions to new regulations and understandings of good governance and conduct. The Code of Conduct was last revised in 2014.
Policy areas of special importance for AKVA group in our effort to follow up our corporate social responsibility are given a broader presentation below.
Equal Opportunities
AKVA group is committed to an inclusive work environment and appreciates and recognizes that all people are unique and valuable, and should be respected for their individual abilities. AKVA group does not accept any form of harassment or discrimination on the basis of gender, religion, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion.
AKVA group shall provide equal employment opportunity and treat all employees fairly.
4
AKVA group employees and business units shall only use merit, qualifications and other professional criteria as basis for employeerelated decisions, regarding for instance recruitment, training, compensation and promotion. AKVA group encourage commitment developing programs and actions to promote a diverse organization based on the principle of equal opportunity.
The policy for equal opportunity is stated in the Group's Code of Conduct. It is followed up as part of daily management in the different entities of the Group.
AKVA group currently has subsidiaries in eight countries employing a diversified work force in terms of gender, religion, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age and political opinion.
Policies and actions to prevent corruption
AKVA group has a zero tolerance policy on corruption.
Bribery
Employees in AKVA group shall not offer or accept any bribes. Bribery occurs when a person gives or offers a gift or favor for himself to achieve an unfair advantage. AKVA group also do not allow so-called "facilitation payments", ie payments made to secure or expedite a transaction.
Gifts, favors and entertainment
Employees in AKVA group should exercise caution in giving and receiving gifts, services and other benefits.
Gifts, services and benefits shall not go beyond what is considered normal and reasonable in the country the operation is located. The size and circumstances of gifts, services and benefits that are given or received shall be such that an employee should be able to tell openly about this.
The policy outlines that gifts, etc., shall under no circumstances be given or received, if we are talking about:
- a negotiation, an application, or offers or situation which is expected in return, or
- money, loans and private services, or
- frequent gifts or
- gifts to public officials or politicians, or
- gifts with specific conditions or
- gift whose value exceeds \$ 100 (without the prior written consent of the parent)
Employees must in addition to these guidelines, follow local regulations, including tax laws.
Actions and status
The policy and guidelines to prevent corruption and fraud is stated in AKVA group ASA's Code of Conduct, made known to all employees on the Group's intranet as well as included as part of all employment agreements entered into by the Group.
Special management attention is given to safeguard the strict anti-corruption policy, enforcing strong awareness of employees on all levels. Systematic actions implemented includes:
• Sales and projects staff working towards and/or operating in markets with historical records of corruption are followed up with special information and training courses aimed at enhancing understanding and awareness.
- Integrity due diligence is conducted on new agents as well as distributors and cooperating partners in export markets
- Anti-corruption clauses are included in new agent and distributor agreements
- Anti-corruption clauses are today included in significant contracts in emerging markets
Anti-corruption clauses are implemented in all significant contracts with suppliers and customers from 2014 and onwards.
As of today no reported incident of corruption, involving AKVA group is reported to or known by the Management or the Directors of the Board in AKVA group.
Integrity and conflicts of interest
Conflicts of Interest
Employees in AKVA group shall not attempt to gain advantage for themselves or relatives that are unlawful, or in any way may be in violation of AKVA group's interests or reputation.
Duty, positions and ownership of external business
Employees in AKVA group shall not be involved in matters or enter into agreements that may conflict with or damage AKVA group's interests, or provide them with benefits. This includes conditions where it can be questioned that person's independence because that person, the person's family or other person has close connections to have financial interests in the relationship that comes with AKVA group.
Employees in AKVA group shall avoid relationships or agreements that may affect his or her actions or judgment and cast doubt on the independence. Employees in AKVA group shall avoid ownership interests or directorships in other companies if this is likely to undermine the loyalty to AKVA group.
Board positions and/or equity investment in companies that compete or are doing business with AKVA group shall always be approved by the employee's supervisor in advance.
Political activity
AKVA group does not provide any form of financial or other support directly to political parties. AKVA group may support or promote political views in matters affecting its business interests.
Prohibition on the purchase of sexual services
Purchase of sexual services on a business trip or in connection with the execution of an assignment or work for AKVA group is unacceptable and should not occur.
Purchase of sexual services is prohibited by law in Norway. This prohibition also applies abroad for Norwegian citizens and persons with permanent residence in Norway.
Actions and status
The policy and guidelines on integrity and conflict of interest are stated in AKVA group ASA's Code of Conduct and made known to all employees on the Group's intranet as well as included as part of all employment agreements entered into by the Group.
Violation is not tolerated and may in accordance with relevant legislation lead to internal disciplinary actions, dismissal or even criminal prosecution. Should an improper practice or irregularity occur within the Company, the Company is committed to make necessary corrections and take remedial action to prevent reoccurrence.
4
No violations of the policy and guidelines for Integrity and Conflict of Interest have been reported to the Management or Board of Directors during 2015.
Compliance with laws and regulations
Compliance with national laws and regulations are the basis for AKVA group's operations in all countries.
Company employees and directors in AKVA group shall:
- comply with all applicable laws and regulations when acting on behalf of the company, including the obligation to report and pay taxes;
- under no circumstances cause or contri bute to violations of the general and specific competition regulations, such as price-fixing, illegal market sharing or other conduct in violation of applicable competition laws;
- comply with applicable legislation and internal instructions on insider trading and insider information, including failure to provide or advise on the sale of securi ties in AKVA group or other listed companies on the basis of non-public information made available through the work of AKVA group, which may influence the price of securities if it becomes widely known.
The policy and guidelines on compliance with laws and regulations are stated in AKVA group ASA's Code of Conduct and made known to all employees on the Group's intranet as well as included as part of all employment agreements entered into by the Group.
AKVA group has developed and issued guidelines for insiders in accordance with the recommendations set by Oslo Stock Exchange. No incidents of non-compliance with the policies of Compliance have been reported to the Management or the Board of Directors in 2015.
Sosial responsibility
External standards AKVA group follows
AKVA group follow the principles of the UN Global Compact that include:
Human Rights
Businesses should support and respect the protection of internationally recognized human rights, and ensure that they are not complicit in human rights abuses.
Labour standards
Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining, put an end to all forms of forced labor, bringing child labor to an end and put an end to discrimination in respect of employment and occupation.
Environment
Businesses should support a precautionary principle in relation to environmental challenges, undertake initiatives to promote greater accountability in relation to the environment and encourage the development and diffusion of environmentally friendly technologies.
Anti-corruption
Businesses should work against all forms of corruption, including extortion and bribery.
Requirements for AKVA group's suppliers regarding Social Responsibility including the principles of the UN Global Compact
AKVA group's suppliers should have implemented standards of Social Responsibility and should follow the principles of the UN Global Compact.
Suppliers that violate basic standards of ethics and corporate responsibility may be dismissed as suppliers of AKVA group and may be considered disqualified from delivering quotes.
Good working conditions
All employees in AKVA group shall have high levels of safety in their work and we expect our suppliers to maintain responsible labor practices.
Employees in AKVA group are free to join trade unions of their choice. Management in all companies in the Group shall facilitate a good working relationship with staff and trade unions.
Openness and dialogue with stakeholders
AKVA group want an open and constructive dialogue with people, organizations and other stakeholders affected by our operations. The goal is that openness, dialogue and public reporting will help to improve our business.
Reference to AKVA group's adoption of UN Global Compact was implemented as standard in contracts with suppliers and customers from 2014 and onwards.
No incidents or violations of policies within the area of Social Responsibility have been reported to the Management or Board of Directors in 2015.
Sustainable environment
AKVA group develop, design, produce and deliver technology and service to a global aquaculture industry supplying healthy seafood to a global population. A principal part of AKVA group's mission as a technology and service partner is to enhance the sustainability of our customers operations.
AKVA group designs and produces technology in accordance with high national and international standards implemented to safeguard sustainable production and HSE. In Norway all technology designed and delivered are in accordance with NS9415, representing the highest international technology standard in the industry. Technology based on this standard is as a main rule provided to export markets.
Annually AKVA group allocates substantial financial resources developing more sustainable technologies for the global aquaculture industry, targeting improved fish welfare as well as solutions to environmental issues, such as the challenge of escapes as well as sealice in the salmon industry.
AKVA group currently works towards ISO14001 certification of its operations.
No incidents or violations of AKVA group's policies on Sustainable Environment have been reported to the Management or the Directors of the Board in 2015.
4
Corporate Governance in AKVA group ASA
AKVA group ASA's objective is to create the greatest possible value for its shareholders over time. Strong corporate governance will contribute to reducing risk and ensure sustainable value creation.
Pursuant to section 3-3(b) of the Norwegian Accounting Act and the Code (as defined below), the Board reviews and updates the Company's principles for corporate governance on an annual basis. This report is included in the Company's annual report.
1. Implementation and reporting on corporate governance
The Board of Directors must ensure that the Company implements sound corporate governance.
The Board of Directors must provide a report on the Company's corporate governance in the directors' report or in a document that is referred to in the directors' report. The report on the Company's corporate governance must cover every section of the Code of Practice. If the Company does not fully comply with this Code of Practice, the company must provide an explanation of the reason for the deviation and what alternative solution it has selected.
The Board of Directors should define the Company's basic corporate values and formulate ethical guidelines and guidelines for corporate social responsibility in accordance with these values.
AKVA group ASA ("AKVA group" or the "Company", and together with its subsidiaries the "Group") has defined guidelines for corporate governance, and the Board has decided to follow the Norwegian Code of Practice for Corporate Governance (the "Code") as approved by the Norwegian Corporate Governance Board ("NCGB"). The Code was last revised 30 October 2014.
AKVA group has furthermore defined its own corporate Code of Conduct and defined values upon which the Company should base its activity. These principles also apply to AKVA group's subsidiaries to the extent they are relevant. The Company has guidelines for corporate social responsibility that are reviewed on a yearly basis and are included in the Annual Report.
4 Deviation from the Recommendation: None other than as stated above.
The individual recommendations in the Code are discussed below. The Code and its recommendations are available on the NCGB website at www.nues.no. To a large extent AKVA group's principles correspond to the Code. Possible deviations from the Code are discussed under the relevant sections below, and any deviation is accounted for and any alternative practice adopted by the company explained.
2. Business
The Company's business should be clearly defined in its articles of association. The Company should have clear objectives and strategies for its business within the scope of the definition of its business in its articles of association. The annual report should include the business activities clause from the articles of association and describe the Company's objectives and principal strategies.
Paragraph 3 in the Company's articles of association (the "Articles of Association") states: "The purpose of the Company is to develop, produce, project, sell and market own and purchased products, and everything connected to such activity, including participation in other companies with similar activities. The activities of the Company shall in particular be directed towards technology for farming of fish and animals." The full Articles of Association are included in the Annual Report. The Company's strategic goals and objectives are described thoroughly in the report.
4 Deviation from the Recommendation: None
3. Equity and dividends
The Company should have an equity capital at a level appropriate to its objectives, strategy and risk profile. The Board of Directors should establish a clear and predictable dividend policy as the basis for the proposals on dividend payments that it makes to the general meeting. The dividend policy should be disclosed. The background to any proposal for the Board of Directors to be given a mandate to approve the distribution of dividends should be explained. Mandates granted to the Board of Directors to increase the Company's share capital should be restricted to defined purposes. If the Annual General Meeting is to consider mandates to the Board of Directors for the issue of shares for different purposes, each mandate should be considered separately by the meeting. Mandates granted to the Board should be limited in time to no later than the date of the next Annual General Meeting. This should also apply to mandates granted to the Board for the Company to purchase its own shares.
At year end 2015 the Company had a consolidated equity of MNOK 428 which accounts for 39.6 % of the total consolidated assets of the Company. It is the view of the Board of Directors that the above stated equity capital level is appropriate in consideration of the Company's objectives, strategy and risk profile.
Dividend policy:
The Company's main objective is to maximise the value of the investment made by its shareholders through both increased share prices and dividend payments. The dividend level shall reflect the present and expected future cash generating potential of AKVA group. AKVA group will target a net interest-bearing debt/equity ratio of less than 0.5x. When the target debt vs. equity level is met, at least 60% of the annual free cash flow after operational and financial commitments is intended to be distributed as dividend. Applicable statutory restrictions shall be observed.
AKVA group aims to pay out dividend twice every year, after the second and fourth quarter.
The dividend policy has been established by the Board of Directors and is disclosed on the Company's website.
AKVA group in November 2015 paid out a dividend of NOK 1.00 per share, in total NOK 25,736,303.
In order to enable the Company to maintain the dividend policy, the Board of Directors will propose that the Annual General Meeting to be held in May 2016 authorizes the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act (the "Public Companies Act" or the "Act") § 8-2(2) to approve the distribution of dividends based on the Company's annual accounts for 2015. The authority may be used to approve the distribution of dividends up to an aggregate amount of NOK 75,000,000. The authorization shall be in force from the date of the general meeting until the earlier of the time of the annual general meeting in 2017 and 30 June 2017.
The general meeting in 2015 resolved to grant the Board authorization to increase the Company's share capital by up to NOK 2,583,430 through subscription of new shares. The authorization does not authorize the Board to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Public Companies Act, nor carry out a capital increase through payments in non-monetary assets, nor incur special obligations on behalf of the company as set out in section 10-2 of the Act, nor decisions on mergers pursuant to section 13-5 of the Act, and may not be used in connection with the Company's option program.
The authorization is in force from the date of the general meeting until the earlier of the date of the annual general meeting in 2016 and 30 June 2016. This authorization replaced all previous authorizations to the Board to increase the Company's share capital.
The Board of Directors has proposed that the annual general meeting to be held in May 2016 repeats the authorization granted to the Board of Directors in 2015 with a limitation corresponding to 10% of authorized share capital, but so that the Board is authorized to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Public Companies Act, carry out a capital increase through payments in non-monetary assets, incur special obligations on behalf of the Company as set out in section 10-2 of the Act, and decide on mergers pursuant to section 13-5 of the Act, and so that the authorization may be used in connection with the Company's option program. The new authorization shall expire at the earlier of the annual general meeting in 2017 and 30 June 2017. It is further proposed that the new authorization shall replace all previous authorizations to the Board of Directors to increase the Company's share capital.
The general meeting in 2015 also resolved to grant the board authorization to acquire own shares which have been fully paid in accordance with the rules of §§ 9-2 – 9-4 of the Act. The shares to be acquired under this authorization shall not be acquired at a higher value than market terms on a regulated market where the shares are traded. This authorization may be used one or several times. The aggregate maximum face value of the shares which the Company may acquire pursuant to this authorization is NOK 645,857, which equals approximately 2.5 % of the Company's share capital.
Acquisitions of shares pursuant to this authorization may only take place if the Company's distributable reserves according to the most recent balance sheet exceed the purchase price for the shares to be acquired. The Board is free to determine how the Company's own shares will be acquired and sold, provided that an acquisition under this authorization must be in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or to expected such losses.
The authorization is valid until the annual general meeting of 2016, however, no longer than until 30 June 2016. This authorization replaced the authorization for acquisition of own shares granted by the annual general meeting on 7 May 2015.
The Board of Directors has proposed that the annual general meeting to be held in May 2016 repeats the authorization granted to the Board of Directors in 2015, and that the new mandate shall expire at the earlier of the annual general meeting in 2017 and 30 June 2017. It is further proposed that the new authorization shall replace all previous authorizations to the Board of Directors to purchase own shares.
Deviation from the Recommendation: 4
The authorization to increase the share capital is not restricted to defined purposes as recommended by the Code, and consequently the general meeting does not vote separately on the authorization concerning each purpose. The Board of Directors is of the view that it is in the common interest of the Company and its shareholders that the Company is able to raise equity on short notice in connection with transactions etc. without first having to convene an extraordinary general meeting for approving the share capital increase.
The authorization to acquire own shares is not restricted to defined purposes as recommended by the Code, and consequently the general meeting does not vote separately on the authorization concerning each purpose. The Board of Directors is of the view that it is in the common interest of the Company and its shareholders that the Company is able acquire own shares on short notice without first having to convene an extraordinary general meeting for approving such buy-back.
4. Equal treatment of shareholders and transactions with close associates
The Company should only have one class of shares.
Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital should be justified. Where the Board of Directors resolves to carry out an increase in share capital and waive the pre-emption rights of existing shareholders on the basis of a mandate granted to the Board, the justification should be publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.
Any transactions the Company carries out in its own shares should be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is limited liquidity in the Company's shares, the Company should consider other ways to ensure equal treatment of all shareholders.
In the event of any not immaterial transactions between the Company and shareholders, a shareholder´s parent company, members of the Board of Directors, executive personnel or close associates of any such parties, the Board should arrange for a valuation to be obtained from an independent third party.
This will not apply if the transaction requires the approval of the general meeting pursuant to the requirements of the Public Companies Act. Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.
The Company should operate guidelines to ensure that members of the Board of Directors and executive personnel notify the Board if they have any material direct or indirect interest in any transaction entered into by the Company.
Class of shares, pre-emptive rights and transactions in own shares
AKVA group has only one class of shares. The Articles of Association place no restrictions on voting rights. All shares are treated equal.
If the proposals for authorization to the Board of Directors to approve increases in share capital referred to above are approved, the Board may decide to waive the shareholder's pre-emptive rights in connection with a share capital increase approved under the authorization. In the event is considering, any decision by the Board of Directors to waive the pre-emptive rights of shareholders will only be made after careful consideration and if such waiver can be properly justified in the relevant circumstances.
In the event the Board of Directors would propose to the general meeting that the pre-emptive rights of shareholders should be waived, this proposal would be justified in the notice of the general meeting.
Any transactions carried out by the Company in its own shares will be carried out either on the Oslo Stock Exchange or at prevailing stock market prices. In situations with limited liquidity in the Company's shares, the Board of Directors will consider alternatives in order to ensure the equal treatment of shareholders.
Transactions between related parties
The Company is not aware of any potential conflicts of interest between the duties owed to the Company by the members of the Board of Directors or the Company's management, and their private interests or other duties. The Company is party to facility lease agreements with companies that are controlled by shareholders of AKVA group; however, these are all based on arm's length market terms.
In order to avoid conflicts of interest, the Company has introduced guidelines pursuant to which members of the Board of Directors and the Company's management must act.
Guidelines for directors and key management personnel
The Board has implemented guidelines to ensure that members of the Board and executive personnel shall notify the Board in the event they have any material direct or indirect interest in any transaction entered into by the Company.
5. Freely negotiable shares
The Company's shares must, in principle, be freely negotiable. Therefore, no form of restriction on negotiability should be included in a Company's articles of association.
The shares are freely negotiable. The Articles of Association place no restrictions on negotiability.
6. General meetings
The Board of Directors should take steps to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the Company, and that general meetings are an effective forum for the views of shareholders and the Board.
Such steps should include:
Deviation from the Recommendation: None other than as stated above 4
- making the notice calling the meeting and the support information on the resolutions to be considered at the general meeting, including the recommendations of the nomination committee, available on the Company's website no later than 21 days prior to the date of the general meeting
- ensuring that the resolutions and supporting information distributed are sufficiently detailed and comprehensive to allow shareholders to form a view on all matters to be considered at the meeting
- setting any deadline for shareholders to give notice of their intention to attend the meeting as close to the date of the meeting as possible
- the Board of Directors and the person chairing the meeting making appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the Company's corporate bodies
- ensuring that the members of the Board of Directors and the nomination committee and the auditor are present at the general meeting
- making arrangements to ensure an inde pendent chairman for the general meeting
Deviation from the Recommendation: None 4
Shareholders who cannot attend the meeting in person should be given the opportunity to vote.
The Company should:
- provide information on the procedure for representation at the meeting through a proxy,
- nominate a person who will be available to vote on behalf of shareholders as their proxy
- to the extent possible prepare a form for the appointment of a proxy, which allows separate voting instructions to be given for each matter to be considered by the meeting and for each of the candidates nominated for election.
The annual general meeting for 2015 was held on the 7th of May, and was in all material respect carried through in accordance with item 6 in the recommendation with the following exceptions:
- The Company does not appoint an independent proxy to vote on behalf of shareholders. In the Company's opinion the shareholder interests are duly protected through participation with a personal proxy or by granting a proxy with voting instructions to the chairman of the meeting, the chairman of the board or any person appointed by him.
The annual general meeting in 2015 was chaired by an independent chairman. It is the intention of the Board of Directors to nominate an independent chairman also for future annual general meetings.
AKVA group did not conduct any Extraordinary General Meetings in 2015.
7. Nomination committee
The Company should have a nomination committee, and the general meeting should elect the chairperson and members of the nomination committee and should determine the committee's remuneration.
The nomination committee should have contact with shareholders, the Board of Directors and the Company's executive personnel as part of its work on proposing candidates for election to the Board.
The nomination committee should be laid down in the Company's articles of association. The general meeting should stipulate guidelines for the duties of the nomination committee.
The members of the nomination committee should be selected to take into account the interests of shareholders in general. The majority of the committee should be independent of the Board of Directors and the executive personnel. At least one member of the nomination committee should not be a member of the corporate assembly, committee of representatives or the Board.
No more than one member of the nomination committee should be a member of the Board of Directors, and any such member should not offer himself for re-election to the Board. The nomination committee should not include the Company's chief executive or any other executive personnel.
Deviation from the Recommendation: None other than as stated above 4
The nomination committee's duties are to propose candidates for election to the corporate assembly and the Board of Directors and to propose the fees to be paid to members of these bodies.
The nomination committee should justify its recommendations.
The Company should provide information on the membership of the committee and provide suitable arrangements for shareholders to submit proposals to the committee for candidates for election.
The Articles of Association provide for a Nomination Committee. The Nomination Committee shall evaluate and recommend candidates for Directors elected by the shareholders as well as Directors' remuneration, both for the Board of Directors and for the Nomination Committee itself. The Nomination Committee shall consider and recommend to the shareholders for resolution at the general meeting on the following matters:
- Candidates for election as members of the Board of Directors
- Candidates for election as members of the Nomination Committee and the Chairman of the Committee
- The proposed remuneration of the Board of Directors and the members of the Nomination Committee
- Any proposed amendments to the Nomination Committee Charter
- Approve the text in the Annual report (Corporate Governance section) of the company, related to the Nomination Committee
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The Nomination Committee shall consist of three members elected by the shareholders at the general meeting. The Nomination Committee's chairperson shall be a member of the Nomination Committee and shall be elected by the shareholders at the general meeting.
The nomination committee's work is based on the Nomination Committee Charter approved by the Annual General Meeting in May 2007, which includes appropriate arrangements for shareholders to submit proposals to the committee for candidates for election.
Composition
The current nomination committee was elected by the ordinary Annual General Meeting on 7 May 2015 and consists of:
- Eivind Helland, (chair, for 2 years) General Manager, Blue Planet AS
- Bjørnar Mikalsen (for 2 years), Head of Sales, Skretting Nord
- Therese Log Bergjord (for 2 years), Managing Director, Compass Group Norway
None of the nomination committee members are members of the Board of Directors.
The Nomination Committee is of the opinion that the composition reflects the common interest of all the Company's shareholders.
The work of the Committee
The Nominating Committee has held 4 meetings since the 2015 general meeting.
8. Corporate assembly and Board of Directors: composition and independence
The composition of the corporate assembly should be determined with a view to ensuring that it represents a broad cross-section of the Company's shareholders.
The composition of the Board of Directors should ensure that the Board can attend to the common interests of all shareholders and meets the Company's need for expertise, capacity and diversity. Attention should be paid to ensuring that the Board can function effectively as a collegiate body.
The composition of the Board of Directors should ensure that it can operate independently of any special interests. The majority of the shareholder-elected members of the Board should be independent of the Company's executive personnel and material business contacts. At least two of the members of the Board elected by shareholders should be independent of the Company's main shareholder(s).
Deviation from the Recommendation: None 4
The Board of Directors should not include executive personnel. If the Board does include executive personnel, the Company should provide an explanation for this and implement consequential adjustments to the organisation of the work of the Board, including the use of Board committees to help ensure more independent preparation of matters for discussion by the Board, cf. Section 9.
The chairman of the Board of Directors should be elected by the general meeting so long as the Public Companies Act does not require that the chairman must be appointed either by the corporate assembly or by the Board of Directors as a consequence of an agreement that the Company shall not have a corporate assembly.
The term of office for members of the Board of Directors should not be longer than two years at a time.
The annual report should provide information to illustrate the expertise of the members of the Board of Directors, and information on their record of attendance at Board meetings. In addition, the annual report should identify which members are considered to be independent.
Members of the Board of Directors should be encouraged to own shares in the Company.
The Board of Directors consists of 10 members, and currently has the following composition: Hans Kristian Mong (Chairperson), Anne Breiby (Deputy Chairperson), Frode Teigen, Evy Vikene, Nils Viga, Anthony James, Tore Obrestad, Carina Jensen and Henrik A. Schultz. The 3 latter directors have been elected by and from the employees.
All Board members are elected for a period not exceeding 1 year. All of the shareholderelected members of the Board are independent from executive management and material business contacts. Three of the shareholderelected members of the Board are independent from the main shareholders of the Company. The Board of Directors elects the Chair and the Deputy Chair. All the members of the Board are generally encouraged to own shares in the Company.
Hans Kristian Mong and Frode Teigen represent the largest shareholder of the Company, Egersund Group AS. Anthony James represents Wheatsheaf Investments Ltd, the second largest shareholder of the Company. The other members of the Board of Directors are independent of shareholders and other stakeholders. Further details of the individual directors can be found in the Annual Report.
The nomination committee's recommendation of candidates, including the basis of the recommendation, will be appended to the notice for the annual general meeting, which will be published on the Company's website and on the Oslo Stock Exchange's reporting site, www.newsweb.no.
9. The work of the Board of Directors
The Board of Directors should produce an annual plan for its work, with particular emphasis on objectives, strategy and implementation.
The Board of Directors should issue instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties.
In order to ensure a more independent consideration of matters of a material character in which the chairman of the Board is, or has been, personally involved, the Board's consideration of such matters should be chaired by some other member of the Board.
Deviation from the Recommendation: None 4
The Public Companies Act stipulates that large companies must have an audit committee. The entire Board of Directors should not act as the Company's audit committee. Smaller companies should give consideration to establishing an audit committee. In addition to the legal requirements on the composition of the audit committee etc., the majority of the members of the committee should be independent.
The Board of Directors should also consider appointing a remuneration committee in order to help ensure thorough and independent preparation of matters relating to compensation paid to the executive personnel. Membership of such a committee should be restricted to members of the Board who are independent of the Company's executive personnel.
4
The Board of Directors should provide details in the annual report of any Board committees appointed.
The Board of Directors should evaluate its performance and expertise annually.
Board responsibilities
The Board of Directors has the final responsibility for the management and organisation of the Company and supervising routine management and business activities. This involves that the Board is responsible for establishing control arrangements to secure that the Company operates in accordance with the adopted values and Code of Conduct as well as with shareholders' expectations of good corporate governance. The Board of Directors primarily looks after the interests of all the shareholders, but is also responsible for the Company's other stakeholders.
The Board's main task is to ensure that the Company develops and creates value. Furthermore the Board of Directors shall contribute to the shaping of and implementation of the Group's strategy, ensure appropriate supervision and control of management and in other ways ensure that the Group is well operated and organised. The Board sets the objectives for the financial performance and adopts the Company's plans and budgets. Items of major strategic or financial importance for the Group are the responsibility of the Board. The Board hires the CEO, defines his or her work description and authority and sets his or her salary and other compensation. The Board each year produces an annual plan for its work as recommended.
Instructions to the Board of Directors
The latest version of the Board's instructions was approved by the Board in a board meeting on 10 April 2014. The instructions cover the following points: Composition of the Board, the Board's duties, day-to-day management, calling of Board meetings and related issues, the Board's decisions, Board minutes, disqualification and conflict of interest, confidentiality obligation, convening general meetings, insider rules and ethical guidelines for conduct of business. The Board of Directors can decide to deviate from instructions in certain cases.
Financial Reporting
The Board of Directors receives regular financial reports on the Group's economic and financial status.
Audit Committee
In accordance with section 6-41 of the Public Companies Act AKVA group has established an Audit Committee, consisting of Anne Breiby (chair) and Hans Kristian Mong. The Group CFO acts as the secretary of the committee. The mandate and work of the audit committee is described in further detail under item 10 below.
The audit committee has been operating since 2011. 6 meetings were held in the committee during 2015.
The Compensation Committee
The Company has established a Compensation Committee, and the current Charter for the compensation committee was approved by the Board in a Board meeting on 21 September, 2006.
The committee's tasks revolve around the CEO's terms of employment and the remuneration of the executive management including salary levels, bonus systems, options schemes, pension schemes, employment contracts etc. The committee submits recommendations to the Board of Directors for final approval.
The current members are Nils Viga (Chair) and Frode Teigen. The Chairperson of the Board generally also participates in the meetings. The committee has had 3 meetings since the 2015 general meeting.
The Board's self-evaluation
The Board completes a self-evaluation annually in terms of efficiency, competence and the Board's duties in general. The evaluation is made available for the Nomination Committee.
10. Risk management and internal control
The Board of Directors must ensure that the Company has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company's activities. Internal control and the systems should also encompass the Company's corporate values, ethical guidelines and guidelines for corporate social responsibility.
The Board of Directors should carry out an annual review of the Company's most important areas of exposure to risk and its internal control arrangements.
The Board of Directors and internal control
The Board of Directors ensures that the Company has appropriate internal control procedures and appropriate risk management systems tailored to its business.
Managing operational risk primarily takes place within the operational subsidiaries, but with the Company's management as an active driving force through its positions in the boards of the subsidiaries. Generally, the subsidiaries have established adequate practices for such risk management.
Deviation from the Recommendation: None 4
The Group is exposed to currency, interest rate, and market risk, as well as credit risk and operational risk.
The Group has implemented a quality control system which further reduces operational risk. AKVA group ASA became ISO 9001:2008 certified as of December 2014.
The Groups' financial guidelines ensure the monitoring of financial risk. Management of exposure in financial markets, including currency, interest rate and counterparty risk, is emphasised in the Company's governing documents. Further details on these principles are provided in note 18 to the Group's financial statements and note 19 to the parent Company's financial statements.
The Group has developed an authority matrix which is included in its governing documents.
Management regularly prepares performance reports that are reviewed by the Board. The quarterly financial statements are subject to review in Board meetings.
The Board's work plan
The Board of Directors has established an annual work plan that includes an annual review of compliance of external and internal laws and regulations, risk and the HSEsituation, financial risks and identification of risk related to the strategic goals and risk handling.
By carrying out the established work plan, the Board controls that the Company has sound internal control and systems for risk management for the Company's activities, including systems suitable for controlling the compliance with the Company's corporate values and ethical guidelines. The guidelines for corporate social responsibility are also included in the work plan.
Audit Committee
The mandate of the committee is to monitor and evaluate the Group's financial reporting, including to evaluate substantial accounting issues, accounting principles and procedures applied by the Group in its financial reporting to Oslo Stock Exchange. The committee is to evaluate the work of the Group's external auditor, including the auditor's independence from management and compliance with rules and regulations in regards to services beyond financial audit. The committee also discusses the scope of the audit with the external auditor as well as evaluates reports from the auditor to the Board of Directors and management of the Group. The Audit Committee nominates external auditor for the Group as well as propose compensation for the external auditor to the Board of Directors.
The Audit Committee is also monitoring the Groups internal control systems, including managements operational and financial risk management.
The Audit Committee is free to address any other issue it finds necessary to fulfill its mandate.
11. Remuneration of the Board of Directors
The remuneration of the Board of Directors should reflect the Board's responsibility, expertise, time commitment and the complexity of the Company's activities.
The remuneration of the Board of Directors should not be linked to the Company's performance. The Company should not grant share options to members of its Board.
Members of the Board of Directors and/or companies with which they are associated should not take on specific assignments for the Company in addition to their appointment as a member of the Board. If they do nonetheless take on such assignments this should be disclosed to the full Board. The remuneration for such additional duties should be approved by the Board.
Deviation from the Recommendation: None 4
Any remuneration in addition to normal directors' fees should be specifically identified in the annual report.
It is the Board's opinion that the size of the remuneration of the Board of Directors is in compliance with the criteria in the recommendation concerning inter alia the Board's responsibility and expertise.
Furthermore, the following applies to the remuneration:
- The remuneration is not linked to the Company's performance, and the Board members are not granted share options
- None of the Board members and/or companies with which they are associated, have taken on specific assignments for the Company in addition to their appointment as a member of the Board.
- The remuneration of the Board is proposed to the general meeting by the nomination committee
- Deviation from the Recommendation: None 4
12. Remuneration of the executive management
The Board of Directors is required by law to prepare guidelines for the remuneration of the executive personnel. These guidelines are communicated to the Annual General Meeting. The Board of director's statement on the remuneration of executive personnel should be a separate appendix to the agenda for the general meeting. It should also be clear which aspects of the guidelines are advisory and which, if any, are binding. The general meeting should vote separately on each of these aspects of the guidelines.
The guidelines for the remuneration of the executive personnel should set out the main principles applied in determining the salary and other remuneration of the executive personnel. The guidelines should help to ensure convergence of the financial interests of the executive personnel and the shareholders.
Performance-related remuneration of the executive personnel in the form of share options, bonus programmes or the like should be linked to value creation for shareholders or the Company's earnings performance over time. Such arrangements, including share option arrangements, should be an incentive to good performance and be based on quantifiable factors over which the employee in question can have influence. Performance-related remuneration should be subject to an absolute limit.
Guidelines and terms
The Board of Directors and the Compensation Committee have the responsibility to establish guidelines and recommendations with regards to the remuneration of the CEO and the executive management. Each year the Committee undertakes a thorough review of the remuneration and other salary to the CEO and the executive management.
The review is based upon market sampling of similar positions. The structure and level of the remuneration and incentive system for the CEO and the executive management is determined by the Board of Directors. The fixed remuneration and performance-based remuneration - including option scheme to the executive management and the Board of Directors - is described in the notes to the annual accounts.
In February 2014 the Board approved a new incentive scheme for the Group. The new scheme, effective from 2014 onwards, holds three elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalisation in the 3 year period ending on 31 December 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period, (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance, limited to 30% of annual salary for the Group Management and 20% of annual salary for defined country managers as well as mangers of main business entities (3) Loyalty Incentive Scheme; allowing selected key employees, crucial to the Group's long term development, participation in sharing 4% of the Group's annual EBT over a ten year program. Item 3 (Loyalty Incentive Scheme) has not been in use in 2014 and 2015.
The general bonus plan does not exclude special bonus payments for particularly demanding projects.
According to the established bonus regime and agreed terms, total bonuses of NOK 1,189, 000 were paid out in 2015 to the Group's executive management based on the 2014 performance.
AKVA group introduced a share option plan in 2006, which allows the Board of Directors to grant options for the subscription of shares for an aggregate nominal value of NOK 1,012,108. The share option plan was approved by the general meeting on 6 October 2006. The options could be awarded both to leading employees and other selected employees. There are currently no outstanding options in accordance with this share option plan. AKVA group also launched a general share incentive program in December 2015, where all employees, including management employees, were given the opportunity to acquire existing shares in AKVA group at a discounted price for a period from 1 December 2015 until 14 December 2015.
No members of management or other employees are currently entitled to receive share options.
In accordance with the Public Companies Act and the Code, the guidelines for the remuneration of the CEO and the executive management are communicated as a separate appendix to the Annual General Meeting.
13. Information and communications
The Board of Directors should establish guidelines for the Company's reporting of financial and other information based on openness and taking into account the requirement for equal treatment of all participants in the securities market.
The Company should publish an overview each year of the dates for major events such as its Annual General Meeting, publication of interim reports, public presentations, dividend payment date if appropriate etc.
All information distributed to the Company's shareholders should be published on the Company's website at the same time as it is sent to shareholders.
The Board of Directors should establish guidelines for the Company's contact with shareholders other than through general meetings.
Annual and periodic accounts
Deviation from the Recommendation: None other than as stated above. 4
The Company normally presents provisional annual accounts in late February. The complete annual report including annual financial statements and the Directors' report is sent to all shareholders and other stakeholders in April/May and presented at the annual general meeting. The Company also makes its quarterly accounts publicly available through the Oslo Stock Exchange publication system, as well as through presentations that are open to the public. The Company's financial calendar is published on the Company's website and through the Oslo Stock Exchange publication system. All shareholders have equal access to financial and other material company information.
Other market information
Public presentations are conducted in connection with the Company's quarterly reports. The quarterly presentation is also made available on the Group's website and through the Oslo Stock Exchange publication system.
In the quarterly report the CEO reviews the result for the past period and comments on the development for the various products and market segments. Furthermore the CEO provides a summary of the market outlook and short term future prospects. The CFO also participates in these presentations. The CEO and CFO also maintain a dialog with and make regular presentations to analysts and potential investors.
The Company considers it essential to keep shareholders and potential investors informed about its economic and financial development. Significant importance is also attached to securing that the same information is released to the whole market at the same time. From time to time the Company will prepare an updated Company Presentation which is made available on the Company's home page http:// ir.akvagroup.com/investor-relations/financialinfo-/other-presentations-and-reports.
14. Take-overs
The Board of Directors should establish guiding principles for how it will act in the event of a take-over bid.
In a bid situation, the company´s Board of Directors and management have an independent responsibility to help ensure that shareholders are treated equally, and that the Company's business activities are not disrupted unnecessarily. The Board has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer.
The Board of Directors should not hinder or obstruct take-over bids for the Company's activities or shares.
Any agreement with the bidder that acts to limit the Company's ability to arrange other bids for the Company's shares should only be entered into where it is self-evident that such an agreement is in the common interest of the company and its shareholders. This provision shall also apply to any agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any financial compensation should be limited to the costs the bidder has incurred in making the bid.
Agreements entered into between the company and the bidder that are material to the market's evaluation of the bid should be publicly disclosed no later than at the same time as the announcement that the bid will be made is published.
Deviation from the Recommendation: None 4
In the event of a take-over bid for the Company's shares, the Company's Board of Directors should not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following the announcement of the bid.
If an offer is made for a Company's shares, the Company's Board of Directors should issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board's statement on the offer should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the Board have excluded themselves from the Board's statement. The Board should arrange a valuation from an independent expert. The valuation should include an explanation, and should be made public no later than at the time of the public disclosure of the board´s statement.
Any transaction that is in effect a disposal of the Company's activities should be decided by a general meeting, except in cases where such decisions are required by law to be decided by the corporate assembly.
The Board of Directors has established guide-lines in the event of an offer for all or a substantial majority of the shares in AKVA group is made.
In the event of a take-over bid for the shares in the Company, the Board shall ensure that shareholders in the Company are treated equally, and that the Company's business activities are not disrupted unnecessarily.
The Board shall ensure that shareholders are given sufficient information and time to form a view of the offer. The Board shall not seek to prevent or obstruct take-over bids for the Company's business or shares unless there are particular reasons to do so.
Any agreement with a bidder for the shares of the Company that acts to limit the Company's ability to arrange other bids for the Company's shares should only be entered into where such an agreement clearly is in the common interest of the Company and the shareholders. This provision shall also apply to any agreement on the payment of financial compensation to a bidder if the bid does not proceed.
In the event of a take-over bid for the Company's shares, the Board shall not exercise authorizations or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting subsequent to the announcement of the bid.
If an offer is made for the shares in the Company, the Board shall issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board's statement on a bid shall make it clear whether the views expressed are unanimous, and if this is not the case it shall explain the basis on which specific members of the Board have excluded themselves from the Board's statement. Before issuing its final statement the Board shall arrange for an evaluation of the financial aspects of the bid from an independent expert. The evaluation shall include an explanation, and shall be made public no later than at the time the Board's statement is made public.
15. Auditor
The auditor should submit the main features of the plan for the audit of the Company to the audit committee annually.
The auditor should participate in meetings of the Board of Directors that deal with the annual accounts. At these meetings the auditor should review any material changes in the Company's accounting principles, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executive management of the Company.
The auditor should at least once a year present to the audit committee a review of the Company's internal control procedures, including identified weaknesses and proposals for improvement.
The Board of Directors should hold a meeting with the auditor at least once a year at which neither the chief executive nor any other member of the executive management is present.
Deviation from the Recommendation: None 4
The Board of Directors should establish guidelines in respect of the use of the auditor by the Company's executive management for services other than the audit.
The Board of Directors must report the remuneration paid to the auditor at the Annual General Meeting, including details of the fee paid for audit work and any fees paid for other specific assignments.
An outline of the work planned by the Auditor is presented to the Audit committee every year. The Auditor is always present during the Board's discussion of the annual accounts. At this meeting the Board is briefed on the annual accounts and any other issues of particular concern to the Auditor. Part of the meeting is also executed without the presence of the CEO and other executive management. The Chairman of the Board also has an annual separate meeting with the Auditor. The Board has implemented guidelines in respect of use of the auditor by the executive management for services other than the audit.
Deviation from the Recommendation: None. 4
16. Management and internal procedures
This point is not covered by the Corporate Governance Recommendation.
Group CEO
The Group Chief Executive Officer/CEO is in charge of the day-to-day management of the Group, including responsibility for the Company and the other companies in the Group being organised, operated and further developed in accordance with applicable legislation, the Articles of Association and decisions taken by the Board of Directors and the annual general meeting.
Executive Management
The executive management consists of 6 individuals. In addition to the Group CEO, the executive management consists of the Chief Financial Officer (CFO), the Chief Operating Officer (COO) Americas, the Chief Operating Officer (COO) Nordic, the Chief Operating Officer (COO) Exports and the Chief Operating Officer (COO) Technology and Software.
The executive management group meets monthly with a fixed agenda in addition to fixed weekly meetings and day-to-day contact on an operational basis and a number of other scheduled meetings and business reviews through the year.
Evaluations
The executive management group evaluates its own work and working methods annually. The evaluation is submitted to the Board's Compensation Committee, and a condensed version is presented to the Board of Directors.
Intra-Group Boards
Each Group company (other than the Company) has its own Board of Directors staffed by members of the executive management group and sometime other senior employees. External Directors are also from time to time appointed.
AKVA group has 670 employees and offices in 8 countries.