ANNUAL REPORT
2015
Grieg Seafood Rogaland // Grieg Seafood Finnmark // Grieg Seafood UK // Grieg Seafood B.C. // Ocean Quality AS
CONTENTS
POTENTIAL FOR FURTHER GROWTH
KEY FIGURES 2015
GRIEG SEAFOOD ROGALAND AS
GRIEG SEAFOOD SHETLAND LTD
GRIEG SEAFOOD FINNMARK AS
GRIEG SEAFOOD BC LTD
OCEAN QUALITY AS
INVESTOR INFORMATION
BOARD OF DIRECTORS REPORT 2015
PRINCIPLES OF CORPORATE GOVERNANCE 2015
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
NOTES
PARENT COMPANY INCOME STATEMENT
PARENT COMPANY BALANCE
PARENT COMPANY CASH FLOW STATEMENT
PARENT COMPANY CHANGE IN EQUITY
NOTES
3
4
5
6
7
8
9
10
11
18
26
27
28
30
32
33
88
89
90
91
92
INDEPENDENT AUDITOR’S REPORT
117
SUSTAINABILITY REPORT - PLEASE REFER TO GRIEGSEAFOOD.COM
2
A N N U A L R E P O R T 2 0 1 5
POTENTIAL FOR
FURTHER GROWTH
2015 has been a challenging and eventful year. Grieg Seafood
has completed several significant projects in our four regions
Rogaland (NO), Finnmark (NO), Shetland (UK) and British
Columbia (CA). As the new CEO I have met many highly
competent people with a great drive, and I recognize that my
responsibility is to inspire and develop the good collaboration
between the regions and the administration. Our employees are
our most valuable assets. As a consequence we have created
a new HR-manager position whose responsibilities will be
employee qualifications and other measures to improve and
develop the company’s human capital.
The value of our fish and our licences has increased during
2015, and the number of employees has been stable. At the
same time, our equity constitutes a strong financial base for the
continued efforts we make to be the leading salmon producer
in our four regions. After fluctuation in 2015, we observe that
the start of 2016 shows promising salmon prices, which in turn
increases interest in our company.
A lot can be said about the economic development in Norway,
but I would like to focus on a positive element for Grieg Seafood:
In a period of economic instability and falling oil prices, the
aquaculture industry receives a lot of positive attention. The
community recognizes that the industry is a job-provider with a
healthy profit and a strong brand for Norway providing healthy
and tasty salmon from clean waters. Additionally, we contribute
to developing rural areas, and we are proud to be a part of the
Bergen-based centre for the Norwegian aquaculture industry.
Our employees work purposefully to maintain a high production
standard where healthy fish with good appetite stay in the
nets. However, all salmon farming is exposed to risk due to
biology, price fluctuation, political trade conditions and changes
in currency and interest rates. Good plans and routines for
managing risks is the foundation for succeeding with our
strategies and maintaining a stable production platform.
High environmental standards at all our sites are of great
importance to Grieg Seafood. During 2015 the green licences in
Finnmark have undergone planning and implementation, and
in 2016, all four licences will be fully operational. The Group
management has set a goal of being self-supplied with smolt
in all regions, and we are working specifically to increase the
average weight of smolts released into the sea. At the end of
2015 regions were self-supplied with smolts up to 100 grams.
In June 2015 Grieg Seafood Shetland opened the new RAS
hatchery, and simultaneously the plans to reduce the region’s
cycle at sea from 24 to 18 months were initiated. Thus we have
achieved a substantial reduction of biological risks in the sea
phase. This effort will be continued at full force in 2016.
During 2015, the group implemented a common IT platform
for the regions that is currently operative on the biological
factors. The project is being expanded to other operating areas.
Our staff has delivered a great effort, and as CEO I conclude
that the project complies with the positive expectations of the
organization.
Another positive development is found in the sales and
distribution company Ocean Quality. Since January 1st 2015,
Ocean Quality been fully consolidated, and today it serves all
four regions. The collaboration between Ocean Quality and
owner companies Grieg Seafood and Bremnes Fryseri has been
very good throughout the year.
Among the challenges I will mention licencing and capacity
utilization, which is still too low in relation to the actual
capacity of the group. The administration is working to increase
utilization, especially at our Norwegian localities, which have
the greatest potential in the current market. Increased capacity
utilization will contribute to cost savings. Our on going efforts to
reduce mortality through preventive measures such as bigger
smolt, good locations, common fallowing, use of cleaner fish
and early implementation of mechanical action, will further
contribute to cost savings.
Throughout the year, prices were negatively affected in North
America by a large overhang in shipments of fresh and frozen
salmon from Chile, where parts of the production from 2014
were delivered in 2015. Simultaneously, high volumes from
Canada led to historically low price levels in the North American
market.
The European market has in return been very strong and showed
a gradual upward trend throughout 2015. This includes an
increased demand in Germany for fresh salmon at the expense
of frozen products, which have given a positive result for Grieg
Seafood and the rest of the aquaculture industry. Russia has
in 2015 been closed for large parts of the global aquaculture
industry including Grieg Seafood, whereas China has welcomed
salmon from the Group regions outside of Norway.
Regardless of price fluctuations and changing biological
conditions, farmed fish is the most promising nutritional
resource for the world’s growing population. This means
that demand for our services will increase. Our development
depends on increased production while diminishing the negative
impact on the environment and fauna. When we succeed, Grieg
Seafood and our employees contributes to create value for the
world community.
Andreas Kvame
CEO
3
GRIEGSEAFOOD 2 0 1 5KEY FIGURES 2015
OUR MARKETS
(EXPORT REGIONS)
HARVEST VOLUME
(GWT)
EBIT OPERATIONAL
(NOK 1000)
TURNOVER (NOK 1000)
2015
5 %
38 %
1 569
-0,06
6,3
2014
10 %
42 %
1 576
1,26
3,3
2013
12 %
43 %
1 445
3,9
3,0
2012
-6 %
37 %
1 530
-1,33
-51,3
2011
7 %
41 %
1 444
-1,11
4,2
2010
20 %
49 %
1 047
5,65
1,53
FINANCIAL
KEY FIGURES
ROCE *
EQUITY %
NIBD **
EPS ***
NIBD / EBITDA
* Return on capital employed
** Net interest bearing debt
*** Earnings per share
4
A N N U A L R E P O R T 2 0 1 5102 EMPLOYEES
20 FARM SITES
GRIEG SEAFOOD
ROGALAND AS
Grieg Seafood Rogaland ( GSFR ) farms salmon in Rogaland.
The company has 20 growout licences and two smolt licences.
The company has its own brood activity in Erfjord. All the fish
produced at our own plants are processed at our own facilities.
The company has 102 employees in the region divided into four
divisions (Broodstock, Hatcheries, Grow-out and Processing)
Our operations are located in six municipalities in Rogaland
and they contribute significant local value creation. Production
capacity is estimated to be approximately 24,000 tonnes gutted
weight. The company is Global GAP certified.
ROGALAND
Harvest in tons GWE
Sales revenue TNOK
EBIT TNOK
EBIT /kg GWE
2015
15 236
661 204
83 516
5,5
2014
12 778
571 150
77 835
6,10
2013
15 088
640 600
144 800
9,60
2012
19 247
558 300
50 800
2,64
2011
15 986
547 700
104 200
6,52
5
GRIEGSEAFOOD 2 0 1 5GRIEG SEAFOOD
SHETLAND LTD
166 EMPLOYEES
39 FARM SITES
Grieg Seafood Shetland (GSFSH) operates in Shetland and the
Ilse of Skye. We are the largest player in salmon production in
Shetland. The company has activities in the complete the value
chain (Hatcheries , Grow-out and Processing).
A new hatchery was completed in 2015. This facility will
eventually give us 70-90 % smolt coverage.
The company has 166 employees in the three departments. The
business is a significant contributor to local value creation.
The business has an estimated production capacity of around
22,000 tonnes gutted weight. Grieg Seafood Shetland was Global
GAP certified in 2015.
SHETLAND
Harvest in tons GWE
Sales revenue TNOK
EBIT TNOK
EBIT /kg GWE
6
2015
16 370
773 526
-164 833
-10,1
2014
19 231
852 455
81 495
4,20
2013
13 158
567 400
27 300
2,07
2012
17 097
538 100
-83 700
-4,89
2011
14 717
511 900
5 900
0,4
A N N U A L R E P O R T 2 0 1 5GRIEG SEAFOOD
FINNMARK AS
162 EMPLOYEES
28 FARM SITES
Production capacity is estimated at 33,000 tonnes gutted weight.
The company will be Global GAP certified during 2016.
Grieg Seafood Finnmark (GSFF) farms salmon in Finnmark
county in Norway. The company has a total of totaling 27 grow-
out licences and noe smolt licence. Four of the 27 licences are
so-called green concessions that will become fully operational
during 2016.
The company has its own processing plants that harvest all
salmon produced by the company.
The business is located in five municipalities and is a significant
contributor to local value creation. The company has 162
employees in the region divided into three divisions (Hatcheries,
Grow-out and Processing).
FINNMARK
Harvest in tons GWE
Sales revenue TNOK
EBIT TNOK
EBIT /kg GWE
2015
19 481
797 872
124 004
6,4
2014
26 470
975 291
205 934
7,80
2013
23 076
870 100
216 800
9,39
2012
20 080
519 800
-17 700
-0,88
2011
16 143
499 900
55 500
3,44
7
GRIEGSEAFOOD 2 0 1 5GRIEG SEAFOOD
BC LTD
105 EMPLOYEES
22 FARM SITES
production capacity of all licences is approximately 20.000
tonnes gutted weight.
Grieg Seafood BC Ltd. farms salmon on the west and east sides
of Vancouver Island as well on the Sunshine Coast just north of
the city of Vancouver. There are currently a total of 22 marine
farm licences and a land based hatchery located in Gold River.
Grieg Seafood BC Ltd. is committed to operating responsibly
and meeting or exceeding all regulatory requirements. Grieg
Seafood was the first salmon farming company in North America
to be sourcing salmon from farms that were independently
audited by the Best Aquaculture Practices certification program.
Grieg Seafood BC has also been audited and approved by the
Aquarium of the Pacific’s ‘Seafood for the Future’ responsible
sourcing program.
Grieg Seafood BC had 105 employees in 2015, and the
BC
Harvest in tons GWE
Sales revenue TNOK
EBIT TNOK
EBIT /kg GWE
8
2015
14 311
573 900
13 310
0,9
2014
6 257
280 399
-47 810
-7,60
2013
6 739
330 700
17 500
-1,15
2012
13 576
438 400
-32 200
-2,37
2011
13 236
491 300
38 000
2,87
A N N U A L R E P O R T 2 0 1 5OCEAN
QUALITY AS
Ocean Quality is the Norwegian sales company for Grieg
Seafood ASA (60%) and Bremnes Fryseri AS (40%). The company
was established in the fall of 2010 and has its main office in
Bergen, Norway. In 2015 Ocean Quality established a subsidiary
company in Canada. The company is managed from the main
office in Vancouver. From 2015 Ocean Quality handled all fish
sales for Grieg Seafood. At year-end 2015 the Group had 39
employees, of whom 27 men and 12 women.
The main strategy of the company is to become the market´s
preferred supplier of seafood. The sales organisation of
Ocean Quality carries out its services in accordance with high
standards of seafood supply to our customers across the globe.
The quality of the products and our customer service
emphasizes the following:
Fresh and healthy products with desirable nutrition content
•
• Customer requirements, reliability and year-round delivery
Full traceability and focus on food safety for finished
•
products and raw materials
Strict quality control and sustainable utilization of raw
materials
Fish health and protection of the environment
•
•
9
GRIEGSEAFOOD 2 0 1 5INVESTOR
INFORMATION
Largest shareholders of Grieg Seafood
ASA at 31.12.2015
Analytics following the GSF stock
Grieg Holdings AS
DNB Nor Bank ASA
Nordea Bank Norge ASA
Kontrari AS
Ystholmen AS
OM Holding AS
Grieg Seafood ASA
State street Bank and Trust Co.
Skandinaviska Enskilda Banken AB
DNB Nor SMB
Nordea Markets
DnB NOR Markets
Handelsbanken
Enskilda
RS Pareto Securities
Swedbank
Carnegie ASA
ABG Sunndal Collier
Fondsfinans
Sparebank 1 Markets
Danske Bank Markets
10
A N N U A L R E P O R T 2 0 1 5BOARD OF DIRECTORS
REPORT 2015
GROUP ACTIVITIES AND
LOCATION
Grieg Seafood ASA (”the Company”) is the parent Company of
the Grieg Seafood Group (”the Group”). The Group’s business
activities relate to production and trading in the sustainable
farming of salmon, and in naturally related activities.
The Group is one of the world’s largest producers of farmed
salmon, with a production capacity of around 90,000 tons gutted
weight annually at full capacity. The Group has 100 licences for
salmon production and five licences for smolt production. The
Group shall be a leader in the area of aquaculture. The Group’s
commercial development is based on profitable growth and
the sustainable use of natural resources, as well as being a
preferred supplier to selected customers.
The Group has operations in Finnmark and Rogaland in Norway,
in British Columbia in Canada (BC) and in Shetland (UK). The
Group owns 60% of the sales company Ocean Quality AS and the
remaining 40% is owned by Bremnes Fryseri AS. Ocean Quality
has offices in Norway, Canada and Shetland (UK). The head
office is located in Bergen, Norway.
Grieg Seafood ASA has been listed on the Oslo Stock Exchange
since June 2007.
MAIN FEATURES OF 2015
•
2015 was characterised by a fluctuating supply and price
determination in relation to the individual regions and
relatively large price differences between the first and
second half of the year. Supply was strong in Europe in the
first half of the year, which led to pressure on prices. Supply
was slightly below demand in the second half of the year,
which entailed similarly very good prices towards the end
of the year. The US market has been weak throughout 2015.
Moreover, exchange rate fluctuations and a stronger GBP
compared to NOK reduced Shetlands competitiveness and
margins.
• A decision to sell the smokehouse and filleting plant in
Shetland resulted in an impairment of the plant with MNOK
46.
11
GRIEGSEAFOOD 2 0 1 5• Dividend was paid with NOK 0.5 per share in 2015.
•
The Group´s bank loans were expanded with MNOK 500 at
the end of the first half of the year. The bond loan of MNOK
400 was redeemed in December 2015.
• A new hatchery opened in Shetland. The plant is in full
operation according to the strategy and will make us self-
supplied with smolt.
• Production in Finnmark has been good and in line with
plans. Production in Rogaland has been slightly lower than
planned due to, a.o., PD and other biological challenges.
Overall profitability in Norway is acceptable. Production in
BC has been considerably better than in 2014 and reached
normal production. Production in Grieg Seafood Shetland
was good until the end of summer. At that point, algae
imposed damage to the gills, which led to weak production
throughout the remainder of the year. The Board has
initiated a strategic review of the operations in Shetland.
Towards year-end 2014, measures were initiated in order to
reduce expenses and streamline operations. Subsequently,
2015 has focused on changes within operations, support
functions and systems.
•
• As from 2015, Ocean Quality has been consolidated and
accounted for as a subsidiary. Hence, comparable figures
have been revised.
ACCOUNTS
The consolidated financial statements are prepared
accordance with international accounting principles (IFRS).
in
RESULTS
The Group had a turnover of MNOK 4,609 in 2015, an increase
of 12% compared with the previous year. The total harvest was
65,398 tons glutted weight (64,736 tons in 2014), an increase
of 1%. 2015 was marked by high supply growth in the first half
of 2015, followed by increasing prices at the end of the year in
Norway. Major problems with lice for the industry in general
has led to down-harvesting and thus lower supply at the end
of the year, which has given a price increase in the last quarter
of 2015. A strong GBP has changed the market situation and
profitability in UK. Increased production in Chile in 2014 has
affected the supply growth in 2015, which in turn has resulted
in a weak market for salmon from Canada.
The operating result before fair value adjustment of biological
assets was MNOK 48, compared to MNOK 343 in 2014. The
operating margin before fair value adjustment of biological
assets was 1.0% against 8.4% in 2014. EBIT per kilo (before
fair value adjustment of biological assets) was 0.7 against 5.3
in 2014. The reduction in operating profit compared with 2014
is due to higher costs for harvested fish and high mortality in
Shetland. The high production costs have persisted in 2015. Feed
prices have increased due to the development in commodity
prices and the weakening of NOK at year-end. Feed prices
are sensitive to both marine and vegetable commodity prices,
which vary with seasonal harvesting and production conditions.
Treatment costs against lice and preparedness to manage and
treat the causes of AGD (Amoebic gill disease) have entailed
persistent high production costs for both Norway and the UK.
Shetland has faced challenges in relation to algae in the second
half of 2015. Low levels of oxygen in BC in Q2 resulted in high
mortality. This has negatively affected the operating result. In
2014, the operating result included gains from sale of shares
with MNOK 63.8.
The operating result after value adjustment of biological assets
12
was MNOK 81 against MNOK 219 in 2014. Net financial items
showed a loss of MNOK 93 against a loss of MNOK 50 in 2014.
Interest expenses are higher than in 2014 due to increased
utilisation of credit facility as well as higher interest-bearing
debt. In 2015, the Group has been granted a waiver from the
original loan terms on the mortgage debt at year-end.
The Group had a positive net unrealised gain in 2015 of MNOK
29, against MNOK 46 in 2014, mainly due to current loans from
the parent company in GBP and CAD.
Net tax income for the year was MNOK 14, against net tax cost
of MNOK 28 in 2014. The effective tax rate of 147% for 2015 is
due to change in tax rate in Norway and permanent differences.
Effective tax rate for 2014 was 16%. The Group as a whole has
entered into tax position and MNOK 25 has been provisioned at
year-end 2015 (MNOK 57 for 2014) for tax payable.
The Group’s result for 2015 was MNOK 4 after taxes versus
MNOK 144 in 2014.
GRIEG SEAFOOD ASA
The financial statements for the parent company have been
prepared in accordance with generally accepted accounting
principles in Norway (NGAAP). The Company recorded an
operating result for 2015 of MNOK -19 (MNOK -36). The
improved operating result is due to, a.o., less exercised options
during 2015 compared to 2014.
The Company has provided loans to subsidiaries in foreign
currency which carry a positive unrealised net gain of MNOK 77
in 2015, which is MNOK 25 below 2014, due to a weakening of
NOK against GBP throughout 2015. In 2015, a recognised group
contribution of MNOK 39 (MNOK 34) contributes to the positive
financial result, in addition to the gain on foreign currency.
Interest expenses have increased compared to 2014 due to
expanded financing frame as well as waiver granted for loan
terms and thus increased margin.
The parent company’s profit after tax for the year was MNOK 40
against MNOK 59 in 2014.
SEGMENT REPORT
Rogaland
Operating profit before fair value adjustment of biological assets
was MNOK 84, corresponding to NOK 5.5/kg. The equivalent in
2014 was MNOK 78 (NOK 6.1/kg). Total harvested volume in
2015 was 15,236 tons. The decrease of the result is caused by
higher costs on down-harvested fish, due to earlier incidents of
algae, sea lice and PD (Pancreas Disease). 64% of the harvested
volume was in the first half of the year. The output price is high
due to down-harvesting of sites with PD (Pancreas Disease) in
2014. In the first half of 2015, real prices were lower than in the
first half of the year. Due to PD in 2014, the harvested volume
was lower than projected in 2015. PD and unusually low sea
temperatures in the first half of the year, as well as bad weather
conditions, entailed lower production in the sea. An underlying
cost increase regarding treatment and preparedness to reduce
PD, AGD and other biological challenges, has contributed to
increased production costs. Rogaland uses wrasse agains
sea lice, which has proved effective also in 2015. There are
significant costs incurred, but this has yielded positive results
in terms of low sea lice levels. Production at the hatchery has
A N N U A L R E P O R T 2 0 1 5
been satisfactory in 2015.
Finnmark
The operating result before fair value adjustment of biological
assets was MNOK 124, corresponding to NOK 6.4/kg. The
equivalent for 2014 was MNOK 206 (NOK 7.8/kg). Finnmark
showed a high harvested volume in Q1 directed to a market
with low prices and high costs for harvested fish. Harvesting
was suspended in Q2. Both factors have affected the result
negatively. A review of procedures and processes at the
harvesting plant has been carried out in order to achieve
higher efficiency and reduced costs. Due to sea lice challenges
in Øksfjorden a decision has been made to fallow the whole
area. Some harvesting was expedited from Q4 to Q3, which
also entailed a lower margin. Total harvested volume in 2015
was 19,481 tons. Procuction in the sea has been satisfactorily
throughout the year. The degree of disease has been low
throughout the year, and the fish in sea maintains prime quality.
Finnmark has been awarded 4 green licences at year-end 2014.
Production will be initiated in the course of 2016. Production in
the hatchery still has potential to improve regarding attainment
of proper weight of large smolt in due time, which will improve
operations considerably.
BC
The operating result before fair value adjustment was MNOK
13, corresponding to NOK 0.9/kg, against MNOK -48 (NOK -7.8/
kg) in 2014. The positive result is due to substantially higher
harvesting volumes in 2015 compared to 2014, at 8,054 tons.
In addition, there has been lower costs on harvested fish.
During summer, low levels of oxygen generated high mortality,
which has reduced the volume by approximately 1,000 tons.
Investments have been made to decrease the risk of future
biological irregularities in connection with low oxygen levels.
In 2014, it was decided to wound up the production of Pacific
salmon. The last generation was harvested in Q3 2015. All
frozen Coho from 2014 has been sold during 2015, which has
affected the operating result negatively. By now, the company
has exclusively Atlantic salmon.
Production in the sea has been good throughout 2015. The
hatchery also had a healthy production. In 2014, agreements
were implemented for external delivery of smolt, in order to
ensure sufficient backup of smolt to avoid negative production
impacts from new incidents of disease at the hatchery in 2015.
This generates higher costs than normal related to smolt. As
a result of the smolt delivery backup-system, Grieg Seafood
has introduced the projected number of smolt in 2015. Total
harvested volume in BC was 14,311 tons.
Shetland
In Shetland the operating result before fair value adjustment
was MNOK -165, corresponding to NOK -10.1/kg. The equivalent
for 2014 was MNOK 81 (NOK 4.2/kg). 2015 has been a year of
change in Shetland. The smokehouse and filleting plant is shut
down, entailing an impairment of MNOK 46. Changes have been
implemented in the harvesting line, and further adjustments will
be considered to lower costs of processing. These modifications
include downsizing of staff. Efforts are still made to keep as
low as possible the levels of sea lice, which still is a challenge.
High treatment expenses were incurred in order to maintain
sea lice levels at a satisfactory level. There has been challenges
with algae causing gill problems, mortality and high impairment
costs, especially in the second half of the year.
Total harvested volume in 2015 was 16,370 tons, which is 2,861
tons below 2014. Gill damages in 2014 led to lower growth than
normal and thus harvesting of small fish at a time of low market
prices for this fish size. High output prices on harvested fish
have been the most significant factor for weak results.
An active effort is made to implement measures for increased
production, decreased risk and reduced costs in Shetland in the
upcoming period.
The hatchery was completed in 2015 and the production of
smolt went according to plans throughout the second half of
the year. Increased quality of the smolt in combination with
minor transport time, should contribute to improve production
significantly.
Ocean Quality AS Group
Ocean Quality AS is the sales company owned by Grieg Seafood
ASA (60%) and Bremnes Seashore AS (40%). The company was
established in 2010 and has its main office in Bergen, Norway.
As from 2015, Ocean Quality North America Inc. was established
as a 100% owned subsidiary of Ocean Quality AS. Ocean Quality
is from 2015 a subsidiary of Grieg Seafood ASA. Ocean Quality
sells all fish for Bremnes Fryseri AS and for Grieg Seafood
Norway, UK and BC. The Group has 39 employees, of whom 27
men and 12 women.
The revenue in 2015 was MNOK 4,543 against MNOK 3,555 in
2014. The Ocean Quality Group recorded an operating profit of
MNOK 115 in 2015, against MNOK 27 in 2014 (before bonus to
producer).
The establishing of the company both in UK and Canada has
yielded synergies in terms of sale of varied sizes of salmon in
different markets. 2015 opened with low earnings due to weak
prices. Throughout the autumn of 2015, the Norwegian market
has improved with higher prices. A larger volume than expected
out of Chile has also generated lower prices in 2015 in the US
market. As for UK, the strong GBP has negatively affected
competitiveness in UK and real prices have remained low.
RESEARCH AND
DEVELOPMENT
Grieg Seafood utilises funds for research and development
every year. This relates to various activities ranging from active
participation in steering committees in national research
projects to local test and trial projects in the regions. These
activities focus on finding solutions to biological and technical
challenges both short and long term, which in turn helps us
increase the efficiency of daily operation of our plants. The
Group is working on many different projects, ranging from
improving fish health and welfare, efficient operation of large
units, feeding control and optimisation of young fish production
in large recycling plants.
BALANCE SHEET
The Group had total recorded assets of MNOK 5,936 as at
31. Dec 2015, against MNOK 5,352 at year-end 2014. Of
this, goodwill accounted for MNOK 111 and licences MNOK
1,093. Investments in tangible fixed assets relate mainly to
maintenance investments. Additional investments have been
made to prepare the green licences in Finnmark. Fair value
adjustment of biological assets was positive due to expected
future sales prices that will exceed the accrued production
costs.
Group equity at 31 Dec 2015 stood at MNOK 2,238, against
13
GRIEGSEAFOOD 2 0 1 5MNOK 2,241 at year-end 2014. The equity ratio at year-end 2015
was 38% (42%).
covenants, factoring is not regarded as interest-bearing debt.
The equity is also estimated exclusive of Ocean Quality. Equity
ratio thus stands at 41% with regards to loan covenants.
FINANCE AND FUNDING
The Group’s net interest-bearing debt including Ocean Quality
Group is MNOK 1,907 at year-end 2015. This includes factoring
liabilities of MNOK 338. The equivalent for 2014 was MNOK
1,771, of which factoring liabilities of MNOK 196. This equals
an increase of MNOK 136. Net interest-bearing debt excluding
factoring liabilities amounts to MNOK 1,569 (MNOK 1,576). The
Group´s credit facility was expanded with MNOK 500 through
an increase of the bank loan frame in June 2015. The bank
syndicate consists of Nordea and Den Norske Bank after the
amendment of the credit facility. The expansion of the credit
facility was made in order to secure financing when the
mortgage loan of MNOK 400 was fully redeemed in December
2015. The syndicated loan comprises a total frame of MNOK
1,910, of which a long-term credit facility of MNOK 700. There
are no changes to the repayment profile. The revolving credit
has been utilised with MNOK 450 at year-end. Further drawing
rights amount to MNOK 250. The credit facility from the
syndicate classifies as non-current, as there is no appointment
to roll over the credit facility once a year. The term loan has been
repaid with MNOK 90 in 2015. The Group mainly uses finance
leasing by investing in new feeding barges and other operational
equipment. Through the agreement with the bank syndicate, the
Group has a leasing facility of MNOK 350. As at 31 December
2015, the leasing liabilities amount to MNOK 334. The Group
was in breach with one of the loan covenants, i.e. NIBD/EBITDA
at year-end. The Group has been granted a waiver from this
covenant from Q4 until the end of Q1 2016. According to the loan
14
CASH FLOW
The net cash flow from operations was increased with MNOK
213 to MNOK 370 in 2015, up from MNOK 157 in 2014. The
increase in working capital is related to increased accounts
payable. Net cash flow from investment activities in 2015 was
MNOK -317, against MNOK -233 in 2014. Investment payments
related to fixed assets amounted to MNOK 264. The equivalent
for 2014 was MNOK 303. Net cash flow from financing was
MNOK 158 against MNOK 71 in 2014. There has been a net
drawdown of debt as mentioned under “Funding”, implying a
positive cash flow from financing in 2015 when compared to
2014. Increased factoring liabilities from 2014 also contribute
to increased financing. For 2015 there was a net change in cash
and cash equivalents of MNOK 211. As at 31 December 2015 the
disposable cash balance was MNOK 392.
GRIEG SEAFOOD ASA
The parent company’s net cash flow from operations in 2015
was MNOK 105 against MNOK 107 in 2014. The cash flow from
investing activities was negative with MNOK 3 against MNOK
-121 in 2014. Net cash flow from financing activities was MNOK
10 (MNOK -8). In 2015, new long-term debt has been drawn
down, and the mortgage loan has been fully redeemed. For 2015
there was a net change in cash and cash equivalents of MNOK
119.
A N N U A L R E P O R T 2 0 1 5As at 31 December 2015 the disposable cash balance was
MNOK 215.
GOING CONCERN
ASSUMPTION
Forecasting is carried out, showing a positive and good cash
flow based on conservative salmon price assumptions. Q1 2016
presents a very positive price increase both in the European,
Asian and US markets, contributing to a positive cash flow. The
number of large and robust smolt increases, which will decrease
the risk of biological incidents. Shetland has shown weak
results throughout 2015, and a strategic review of the whole
region has been initiated. Several projects were completed in
2015 which results will manifest in 2016, both in the processing
plants and for edible fish, in addition to administrative support
functions like common ICT systems. The organisation stands
more united because the support functions for Norway have
been located to the main office. The purpose is to achieve an
operational focus in the regions. The Group has honored its
debt under the financing agreements and, by year-end, retains
sufficient funding to complete its objectives.
It is the view of the Board that the financial statements give a
true and fair presentation of the Group’s assets and liabilities,
financial position and accounting results. Based on the above
account of the Group’s results and position, and in accordance
with the Norwegian Accounting Act, the Board confirms that
the annual financial statements have been prepared on a going
concern basis, and that the requirements for so doing are met.
ACCOUNTING RESULTS
AND ALLOCATIONS – GRIEG
SEAFOOD ASA
The Group´s strategy for dividend is that the annual dividend
should correspond to around 25% of the Group’s profit after fair
value adjustment for biomass and after tax. The Group has at
year-end been granted a waiver from the loan covenant related
to NIBD/EBITDA until the end of Q1 2016. Upon this condition,
no provision has been made to pay dividend based on the
statement for 2015. In 2015, a dividend of NOK 0.50 per share
was paid, based on the 2014 statement, equivalent to appr. 25%
of the profit for 2014.
The parent company, Grieg Seafood ASA, recorded a profit for
2015 of MNOK 40, which the Board proposes to the General
Assembly to dispense as follows:
Transfer to retained equity
Total dispensed
MNOK 40
MNOK 40
RISK AND RISK
MANAGEMENT
The Group is exposed to risks in a number of areas, such as
biological production, changes in salmon prices, the risk of
political trade barriers, as well as financial risks such as
changes in interest, exchange rates and liquidity.
The Group’s internal control and risk exposure are subject to
continuous observation and improvement, and the work of
reducing risk in different areas has a high priority.
The management has set parameters for managing and
eliminating most of the risks that could prevent the company
from achieving its goals. For further information, we refer to
the document of principle relating to corporate governances as
practised by Grieg Seafood ASA.
Financial risk
The Group operates within an industry characterised by great
volatility which entails greater financial risk. 2015 has continued
a tight financial market, although providing a somewhat easier
access to available liquidity in the market. The requirements for
the borrower are still high. Financial and contractual hedging
as is a matter of constant consideration, in combination with
operational measures. The company draws up rolling liquidity
forecasts extending over three years. These forecasts incorporate
conservative assumptions for salmon prices, and this is applied
as basis for calculating the liquidity requirement. This forecast
forms the basis of the need for financial parameters. With
the financing of the Group at year-end, the level of this risk is
considered to be satisfactory. The bond loan was refinanced in
2015, and the company had installed an expanded financing
frame, which has secured an adequate financing for the Group.
At the end of Q4, the Group was granted a waiver until the end
of Q1 2016. The new long-term financing agreement includes a
revolving credit facility totaling MNOK 700. It is flexible, as it can
be drawn down within 1 month or a longer period, depending
on the Group´s need for liquidity. In 2015, drawdowns have been
made within a 3 months´ period, corresponding to the period
of the interest rate swap agreements. The following sections
provide further information about the individual risk areas.
Currency risk
In converting the accounts of foreign subsidiaries, the Group’s
greatest exposure relates to CAD and GBP. Our main strategy
is to reduce the currency risk by funding the business in the
local currency.All long-term loans from the parent company to
subsidiaries are in the local currency and loans of this kind are
regarded as a net investment, since the loans are not repayable
to the parent company.The subsidiaries will always require
long-term funding. The currency effect of the net investment is
incorporated in the consolidated statement of comprehensive
income (OCI).
Income for the Norwegian operation is denominated in NOK,
and the translation risk is transferred to the sales company. The
case is similar for UK and BC. BC sells in CAD denomination
to the sales company, which in turn hedges against currency
volatility in relation to CAD/USD. The Norwegian sales company
likewise hedges against currency volatility in relation to EUR/
NOK. At year-end, contracts are concluded until January 2017.
The currency situation is continuously assessed against the
volatility of the currencies. The remaining net exposure is
frequently monitored. For further information, refer to Note 3
to the consolidated financial statements.
Interest rate risk
The Group is exposed to interest rate risk through its loan
activities and to fluctuating interest rate levels in connection
with financing of its activities in all regions.
Most of the Group’s existing loans are based on floating rates,
15
GRIEGSEAFOOD 2 0 1 5
but separate fixed rate contracts have been entered into in
order to reduce the interest rate risk. It is group policy to have a
certain percentage of the Group’s interest-bearing debt hedged
through interest rate swap agreements. A given proportion shall
be at a floating rate, while consideration will be given to the use
of hedging contracts for the remainder.
managing larger operational units in the aquaculture industry.
The CEO has initiated operational measures in 2015, a.o.
changes in the organisation aimed at sharpening the operational
focus, through locating all staff functions in Bergen. All ICT
systems have been standardised in the Group during 2015, a
process starting ini 2014.
Liquidity risk
The Company´s equity ratio is reduced from 42% at year-end
2014 to 38% at year-end 2015.
Interest-bearing debt has increased mainly due to factoring
liabilities. Ocean Quality has concluded agreements with
factoring companies for Norway and UK, implying transfer of
credit insured receivables to factoring company. This ensures
early settlement of account receivables. This is a financial
arrangement, as the factoring company does not acquire the
substantial credit risk. The management monitors the Group’s
liquidity reserve which comprises a loan facility and bank
deposits, as well as cash equivalents based on expected cash
flows. This is carried out at Group level in collaboration with
the operating companies. The management and Board seek to
maintain a high equity ratio in order to be well equipped to meet
financial and operational challenges. Considering the dynamic
nature of the industry, the Group aims to maintain flexibility of
funding. An expanded financing frame was installed in June
2015, providing the Group with financing for redemption of the
bond loan.
Operating risk
Operating risk was adequately managed throughout 2015, less
of Shetland and individual incidents in BC. The Board recognises
the importance of focusing on further improvements related
to biological development as well as focus on operational
measures. One such measure aimed at bringing down the
biological risk in all regions, is to increase the number of large
smolt which in turn reduces production time in sea. A review of
all three harvesting plants has been carried out with a focus on
streamlining the harvesting lines in order to decrease cost of
harvesting. The decision to exclusively produce Atlantic salmon
and to discontinue Pacific salmon simplifies production in
BC. The challenge for BC is low levels of oxygen in the sea,
which has implied high mortality. Oxygen equipment will be
acquired in order to reduce the negative effect. Otherwise,
the production in BC has been good. Sea lice and algae still
pose a challenge in Shetland. Procedures for managing sea
lice have been implemented and are continuously monitored.
Lumpfish is implemented as a treatment against sea lice, but
it remains a challenge that UK has a lengthy approval process
for new treatments, posing the risk that resistance arises.
Monitoring of algae is another focus area. Termination of
processing simplifies operations and allows for the focus to be
shifted towards production in the sea. As for Rogaland, high sea
temperatures have resulted in low growth rates and outbreak of
PD and algae blooming, with subsequent high mortality.
Cooperation with other companies in this region is considered
important in order to decrease the biological risk. A new
structure of regions has been established and will take effect
during 2017. Finnmark has experienced challenges arising from
sea lice in Øksfjorden, where fallowing of the entire fjord was
determined. The production has been good in the course of the
year. Group policy maintans a zero tolerance for escape, and
in 2015 this has been fulfilled in all regions. Staff training is
emphasised in order to achieve improved biological knowledge
and internal procedures.
Andreas Kvame was appointed new CEO and commenced
in position on 1 June 2015. He holds extensive experience in
16
For further information about financial risks (currency, interest
rate, credit and liquidity), refer to Note 3 to the consolidated
financial statements.
CORPORATE SOCIAL
RESPONSIBILITY AND
SUSTAINABILITY
The Group´s main cost drivers, risks and opportunities are
increasingly connected with managing our impact on the
environment, our personnel and the local communities
where we operate. Systematic efforts to secure a balanced
sustainability are therefore fundamental in order to facilitate
a long-term profitable growth. These efforts are increasingly
material for the industry´s viability. The Group has in 2013
conducted an assessment in order to accentuate priority areas
for sustainability, an assessment which has been further
followed up in 2014 and 2015. Our priorities will ensure that our
efforts respond to our main stakeholders´ expectations of us,
as well as being resource efficient in terms of our strategy and
long-term value creation. The priorities also take into account
our long-term liabilities through Global Salmon Initiative. A
comprehensive statement of the Group´s approach, efforts,
results and ambitions towards sustainability priorities are
available in the Sustainability report.
The Group´s sustainability priorities treated in the report are
divided into the following main areas; External environment,
working environment and social relations. Within external
environment fish health, sea lice and escape are focus areas.
In the domain of the soft factors, HSE and working environment
are priorities. Social relations are divided into three main
areas, comprising quality and food safety, the ripple effect in
communities and anti-corruption.
EMPLOYEES
Of the Group´s 684 employees at year-end 2015, 371 work in
Norway, 200 in Shetland and 113 in Canada. The Board wishes
to thank the employees for good work in the past year.
The Group has a majority of male managers and employees.
In total, 556 men and 128 women are hired in the Group. The
employee policy is to take the steps necessary to retain and
attract qualified personnel of both genders.
Grieg Seafood’s position as an international concern is
also reflected in the fact that 36 different nationalities are
represented in the Group’s workforce. A total of 173 employees
originate from a country different from the country where they
work. The Group accepts no kind of discrimination related to
gender, religion, cultural or ethnic background, disability or
in any other way. Our aim is to conduct our activities on the
basis of equality and respect. In terms of human rights and
equal treatment, we are not exposed to substantial risk. A
focused effort is made to secure equal treatment and to avoid
discrimination.
A N N U A L R E P O R T 2 0 1 5delivery complies with the agreement. In the beginning of 2016,
down-harvesting of fish in Shetland has been carried out with
high costs. This has implied a negative margin, even though the
prices have been relatively good during Q1 2016. The production
in Norway has been adequate so far. The hatcheries both in
Norway and Shetland deliver according to plans.
OUTLOOK
The fish farming industry is very volatile and it will always be
considerable uncertainty when projecting for future conditions.
At the entrance to 2016, the situation has changed due to
emergence demands exceeding the expected harvesting
volumes. This is caused by high down-harvesting due to sea
lice throughout the autumn of 2015, both in Chile and Norway.
In addition, Chile has reduced biomass volumes after large
appearance of algae in 2016. There is an improvement of
private economy among people in Europe and Asia, which spurs
increased demand for salmon. The positive change of individual
consumers´ eating habits all over the world is directed towards
more fish than other foods, which has yielded a sustained
higher demand.
Grieg Seafood expects a harvesting volume of 70,000 tons in
2016, in accordance with previously announced forecasts.
This represents an increase of 4,600 tons (7%) from 2015. In
Shetland, a shift in the production cycle from 24 to 18 months
is being applied. This increases the turnover rate in sea and
facilitates better exploitation of the prime localities.
The harvesting volume for the two Norwegian regions is
expected to increase to 19,000 tons in Rogaland and 23,000
tons in Finnmark. The awarded 4 green licences underpin a
considerable growth in Finnmark. There is a general focus on
increasing MTB exploitation, as well as reducing production
time in sea. As a part of this, a decision has been made to
expand the smolt facility in Rogaland in 2016/2017.
In 2016, a strategic review of the company´s activities in
Shetland has been initiated. Continuous efforts are made to
improve internal procedures and training of staff.
Bergen, 6 April 2016
The Board of Directors in Grieg Seafood ASA
Translated version - NOT TO BE SIGNED
In 2015, the incidence of short-term sick leave within the Group
was 3.36% while the figure for long-term sick leave was 1.8%.
For further information, refer to the Sustainability report, in the
section about employee health, safety and working environment.
All management of human resources is managed locally
according to local rules and instructions, and in accordance
with Group guidelines. The working environment in the Group is
considered satisfactory, at the same time as we work actively to
reduce sick leave and injury. An HR director has been employed,
scheduled to commence in position from May 2016, holding the
responsibility to develop the human capital in the Group.
GRIEG SEAFOOD ASA
The parent company had 20 employees in its main office in
Bergen, of which five men and two women in senior positions.
Short-term sick leave in the parent company was 1.04%, while
long-term sick leave was 0.65%. No injuries/accidents were
registered in the Company in 2015. The Company does not
pollute the external environment.
CORPORATE GOVERNANCE
The activities of Grieg Seafood ASA are conducted in accordance
with Norwegian law and regulations for good corporate
governance (Norwegian Corporate Government Board’s Code
of Practice). The Company seeks to comply with all relevant
laws and regulations and the Norwegian Code of Practice for
Corporate Governance. This also applies to all other companies
which are controlled by the Group. The document of principle
which is enclosed along with the Board of Directors Report
therefore applies to all companies of the Group, in as far as it
goes.
STATEMENT FROM THE
BOARD OF DIRECTORS AND
CEO
We hereby confirm that the financial statements for the
period from 1 January to 31 December 2015 to the best of our
knowledge have been prepared in accordance with applicable
accounting standards and give a true and fair view of the Group
and of the Group’s assets, liabilities, financial position and
overall results. We also confirm that the Directors’ Report gives
a true and fair view of the development and performance of the
business and the position of the Company and the Group, as
well as a description of the principal risks and uncertainties
facing the Company and the Group.
POST-BALANCE SHEET
DEVELOPMENT
At the beginning of 2016 the prices were increasing in the
whole market, continuing this development throughout Q1.
The biological situation has been good at the start of 2016 for
Norway and BC. 10% of the fish harvested in BC in Q1 is sexually
mature, which impacts the price negatively. A new contract for
processing in BC from 2016 has been entered into, and the
17
GRIEGSEAFOOD 2 0 1 5PRINCIPLES OF CORPORATE
GOVERNANCE 2015
Adopted by the Company’s Board of Directors on 20 April 2007 and updated on 22
January 2010, 4 April 2011, 22 March 2012, 22 March 2013, 1 April 2014, 23 March
2015, and 6 April 2016.
1. INTRODUCTION
1.1 Presentation of Corporate Governance
The responsibility for ensuring that the company has good
corporate governance rests with the Board. The board and
management review and annually evaluates the company’s
principles for corporate governance.
The Group’s Corporate Governance is based on the Norwegian
Code of Practice for Corporate Governance (NUES) as
recommended by the Norwegian Corporate Governance Board
on 30 October 2014. The Grieg Seafood Group follows the current
recommendation from NUES, and has updated existing rules
and defined values in accordance with changes in NUES 2014.
18
The company complies with these recommendations according
to the follow or explain principle. This means that the company
should explain all points where the recommendations are not
followed.
The Annual Report offers a full report on the company’s
principles for corporate governance, which is available on www.
griegseafood.com.
2. OPERATIONS
A N N U A L R E P O R T 2 0 1 52.1 Grieg Seafood ASA
The Company is the parent company of a group where
companies of this Group are engaged in the production and sale
of seafood and naturally related activities.
The object of the Company is to engage in the production
and sale of seafood and naturally related activities, including
investment in companies engaged in the production and sale
of seafood and other activities naturally related to similar
companies.
The Company is established and registered in Norway and is
required to comply with Norwegian law, including laws and
regulations pertaining to companies and securities.
2.2 Grieg Seafood ASA’s vision and
overall objectives
The Group aims to comply with all relevant laws and regulations
and with the Norwegian Code of Practice for Corporate
Governance. This also applies to all companies which are
controlled by the Group. In as far as it goes, this document of
principle therefore applies to all companies of the Group.
The Group’s core values are to be open, respectful and
ambitious.
The Group shall be managed applying the following principles:
•
•
•
•
•
We shall be open and honest.
We shall become better day by day.
We do what we say.
We are positive and enthusiastic.
We care.
The Group is committed to the sustainable use of natural
resources and the development of the organisation based on
high ethical standards. Targets and detailed plans have been
adopted for the implementation of initiatives in these areas.
The fish farmer has overall responsibility for the wellbeing of
the fish and for ensuring that at all times the fish can be kept in
their natural surroundings under optimal conditions. The Group
selects locations where the water is as deep as possible and
with good currents.
The Group has drawn up a designated health plan which
stipulates how all production operations are to be performed.
The fish shall be systematically examined by a veterinarian.
The Group attaches great importance to preventive measures
and a rapid reaction in the event of disease or pollution. This is
important not only to protect the environment and fish health,
but also to safeguard the quality and profitability of production.
The work shall be performed in accordance with the Group’s
designated health plan. Measures have been implemented to
prevent the escape of farmed fish. The objective is to conduct
operations that do not cause any lasting damage to the
environment.
As a user of natural resources such as clean water and feed
from wild fish, the Group has a responsibility which extends
beyond its own operations. The Group requires its feed suppliers
to ensure that the feed is based on sustainable supplies of raw
materials.
Starting with 2013, an own Sustainability report has been
prepared, pointing out ten areas defining Grieg Seafood´s
highest priorities for sustainability and social responsibility.
The priorities were conducted according to guidelines developed
by GSI (Global Reporting Initiative) of which Grieg Seafood is
a member. The ten areas include both biology and social
responsibility.
2.3 Management of the Company
Control and management of the Company is divided between
the shareholders, represented through the General Meeting, the
Board of Directors and the managing director, and is exercised
in accordance with prevailing company legislation.
Divergences from this Code of Practice: None.
3. GROUP EQUITY AND
DIVIDEND POLICY
3.1
Equity
At any given time the Group shall have a level of equity which
is appropriate in relation to the Group’s cyclical activities. The
Board aims to consistently keep the equity in accordance with
current loan terms, as a minimum.
3.2 Dividend
The Group’s objective is to give the shareholders a competitive
return on invested capital through dividend payments and value
appreciation of the share, which is at least at the same level
as other companies with comparable risk. The future dividend
will depend on the Group’s future earnings, financial situation
and cash flow. The Board believes that the dividend paid should
develop in pace with the growth of the Group’s profits, while at
the same time ensuring that equity is at a healthy and optimal
level and that there are adequate financial resources to prepare
the way for future growth and investment, and taking into
account the wish to minimise capital costs. The Board believes
it is natural that the average dividend, over a period of several
years, should correspond to 25-35% pre-tax profit, adjusted
for the accounting effect of fair value adjustment of biological
assets.
3.3 Board authorisation
The Board will request the AGM to grant a general mandate
to pay out dividends in the period until the next AGM. The
Board´s proposal must be justified. The dividend will be based
on the Group’s current policy in accordance with clause 3.2.
Dividends should be awarded on the basis of the latest financial
statements approved within the scope of the Public Companies
Act. Upon granted authorisation, the Board determines from
which date the shares are traded ex-dividend.
The Board has general authorisation to increase the Company’s
19
GRIEGSEAFOOD 2 0 1 5
share capital through share subscription for a total amount not
exceeding NOK 44 664 800 divided into not more than
11 162 200 shares of nominal value NOK 4 each.
This authorisation remains in effect until 30 June 2016 and
replaces the authorisation approved by the Annual General
Meeting (AGM) on 28 May 2015.
The Board has general authorisation to acquire the Company’s
own shares in accordance with the provisions of chapter 9 of
the Norwegian Public Limited Companies Act for an aggregate
nominal amount not exceeding NOK 44 664 800. The Company
shall pay not less than NOK 4 per share and not more than NOK
40 per share when acquiring its own shares.
Divergences from the Code of Practice: None.
4.4 Capital increases
In the event of a waiver of the shareholders’ preferential
subscription right, the Code of Practice shall be observed.
5. NEGOTIABILITY OF THE
SHARES
The Company’s shares shall be freely negotiable.
Divergences from the Code of Practice: None.
This authorisation remains in effect until the next AGM, but not
later than 30 June 2016.
6. GENERAL MEETING
The Company will observe the Code of Practice in respect of
new proposals to authorise the Board to implement capital
increases and acquire the Company’s own shares.
The shareholders represent the Company’s highest decision-
making body through the General Meeting.
Divergences from the Code of Practice: None.
4. EQUAL TREATMENT
OF SHAREHOLDERS.
TRANSACTIONS WITH
RELATED PARTIES
Share class
4.1
The Company has only one class of shares and all shares carry
the same rights. At 31 December 2015 the Company had
11 166 200 outstanding shares.
4.2 Own shares
If the Company trades in its own shares, the Code of Practice
shall be observed.
At 31 December 2015 the Company owned 11 162 000 of its own
shares.
4.3 Approval of agreements with
shareholders and other related parties
All transactions of no lesser significance between the Company
and a shareholder, Board member or a senior employee (or
their related parties) shall be subject to a value assessment
by an independent third party. If the consideration exceeds one
twentieth of the Company’s share capital, transactions of this
kind shall be approved by the General Meeting, in so far as this
is required under Section 3-8 of the Norwegian Public Limited
Companies Act.
Board members and senior employees shall inform the Board
if they have any significant interest in a transaction to which the
Company is a party.
20
The Company’s AGM shall be held each year before the end
of June. The AGM shall consider and, if thought fit, adopt the
annual financial statements, the annual report and the dividend,
as well as deciding on other matters which under current laws
and regulations pertain to the AGM.
The Board may convene an Extraordinary General Meeting
(EGM) at whatever time it deems necessary or when such
a meeting is required under current laws or regulations.
The Company’s auditor and any shareholder or group of
shareholders representing more than 5% of the Company’s
share capital may require the Board to convene an EGM.
The Board calls General Meetings at least 21 days before
the date of the meeting. During the same period, the notice
of meeting and the documents pertaining to matters to be
considered at the General Meeting shall be accessible on the
Company’s homepage. The same applies to the nomination
committee’s recommendation. When documents are made
available in this manner the statutory requirements for
distribution to shareholders do not apply. Still, a shareholder
may claim to receive documents concerning matters to be
considered at the General Meeting.
The deadline to register for the general meeting is set by the
Board in the notice. Shareholders who are unable to attend may
vote by proxy. An authorisation form containing a vote option for
each issue will be enclosed with the notice of meeting and it
will also be possible to give authorisation to the chairman of the
Board or the managing director of the Company.
The Company will publish the Minutes of the General Meetings
in accordance with the stock exchange regulations in addition
to making them available for inspection at the Company’s
registered offices.
The Board, the Nomination Committee and the auditor will be
represented at the meeting and the Chairman will normally
preside at the meeting.
The Board shall not make contact with the Company’s
A N N U A L R E P O R T 2 0 1 5shareholders outside the General Meeting in a manner
which could be deemed to constitute differential treatment of
shareholders or which could be in conflict with current laws or
regulations.
Divergences from the Code of Practice: None.
7. NOMINATION
COMMITTEE
On 13 February 2009 the AGM approved a resolution to establish
a nomination committee. This is described in article 8 of the
Article of Association. At the same time, the AGM adopted
instructions for the nomination committee. According to the
instructions, the election committee through its work should
take care of the interests currently embodied in the Norwegian
Code of Practice for Corporate Governance.
The present nomination committee was elected at the AGM on
28 May 2015 and comprises Marianne Johnsen (chair), Helge
Nielsen and Tone Østensen, of whose Helge Nielsen and Tone
Østensen are candidates for election in 2016. At least 2/3 of the
members of the nominating committee shall be independent of
the Board and may not be members of the Board. CEO cannot
be a member of the nomination committee. The nomination
committee shall have meetings with the directors, chief
executive and relevant shareholders.
Details about the nomination committee members, including
telephone number and email address, are available on the
Company´s website.
The nomination committee´s recommendation to the General
Assembly should be submitted in good time and follow the
summons to the General Assembly, no later than 21 days before
the meeting. The recommendation of the nomination committee
must include information about the candidate´s impartiality,
competence, age, education and professional experience. Upon
proposal for re-election, the recommendation should include
additional information about how long the candidate has been
a board member, as well as details about participation in the
board meetings.
When the recommendation comprises candidates to the
nomination committee, it should include relevant information
about these candidates.
The Company does not diverge from the Code of Practice.
8. CORPORATE ASSEMBLY
AND BOARD OF DIRECTORS,
COMPOSITION
8.1 Number of Board members
The Company has no corporate assembly. Under the Articles of
Association the Board shall have up to seven members.
8.2 Election period
Board members are elected by the AGM for a period of two
years.
8.3
Independent Board members
The Board members are presented in the Annual Report
and on the Company’s homepage, showing the Board
members’ competence, relationship to main shareholders,
and a description of Board members who are deemed to be
independent. No overview of participation at Board meetings
is included in the Annual Report. An overview of the Board
members’ ownership of shares in the Company appears in
the relevant note to the accounts in the Annual Report. The
Company has no corporate assembly. The Company does not
otherwise diverge from the Code of Practice.
There is compliance with the required number of independent
Board members contained in the Code of Practice.
9. BOARD OF DIRECTORS
9.1 Duties and work plan
The Board has overall responsibility for the management of the
Group and for overseeing the daily management and business
activities. The Company shall be managed by an effective
Board of Directors (the Board) who has shared responsibility
for the success of the Company. The Board represents and is
accountable to the Company’s shareholders.
Each year the Board shall draw up a work plan for its activities.
The Board’s duties include drawing up the Group’s strategy and
ensuring that the adopted strategy is implemented, effective
supervision of the managing director, control and supervision
of the Group’s financial situation, internal control and the
Company’s responsibility to and communication with the
shareholders.
The Board shall initiate any investigations it considers necessary
at any given time to perform its duties. The Board shall also
initiate such investigation that is requested by one or more
Board members.
Divergences from the Code of Practice: None.
9.2
Instructions
The Board has drawn up instructions for its members and the
Management which contain a more detailed description of
the Board’s duties, meetings, the managing director’s duties
in relation to the Board, the meeting schedule for the Board,
participation, separate entries in the Minutes and duty of
confidentiality.
The respective roles of the Board and the managing director are
separate and there is a clear division of responsibility between
the two. Separate instructions have been drawn up for the group
managing director. He/she is responsible for the Company’s
senior employees. The Board underlines that special care
must be exercised in matters relating to financial reporting and
remuneration to senior employees.
21
GRIEGSEAFOOD 2 0 1 5In matters of importance where the chairman of the Board is or
has been actively involved, Board discussions shall be chaired
by the vice chairman.
The instructions for the Board and Management were last
revised by the Board on 4 April 2011.
9.3 Annual assessment
Each year, in connection with the first Board meeting in the
calendar year, the Board shall make an assessment of its work
in the previous year.
9.4 Audit Committee
The Board has set up a sub-committee (audit committee)
comprising a minimum of two and a maximum of three
members elected from among the Board’s members, and has
drawn up a mandate for its work.
The committee assists the Board in the work of exercising its
supervisory responsibility by monitoring and controlling the
financial reporting process, systems for internal control and
financial risk management, external audits and procedures for
ensuring that the Company complies with laws and statutory
provisions, and with the Company’s own guidelines.
9.5 Remuneration Committee
The Board has set up a sub-committee (remuneration
committee) comprising no less than two members. The
committee shall hold discussions with the group managing
director concerning his/her financial terms of employment.
The committee shall submit a recommendation to the Board
concerning all matters relating to the group managing director’s
financial terms of employment.
The committee shall also keep itself updated on and propose
guidelines for the determination of remuneration to senior
employees in the Group. The committee is also the advisory body
for the group managing director in relation to remuneration
schemes which cover all employees to a significant extent,
including the Group’s bonus system and pension scheme.
Matters of an unusual nature relating to personnel policy or
matters considered to entail an especially great or additional
risk, should be put before the committee.
The composition of the committee is subject to assessment
each year.
Divergences from the Code of Practice: None.
10. INTERNAL CONTROL
AND RISK MANAGEMENT
The Board has a responsibility to ensure that the company has
proper risk management and internal control adaptable to
statutory provisions for the company. The Board conducts an
annual evaluation of the most important risk areas and internal
control.
22
Internal control means activities carried out by the Group to
organise its business activities and procedures in order to
safeguard its own values and those of its customers, and to
realise adopted goals through appropriate operations. The
achievement of these goals also requires systematic strategy
work and planning, identification of risk, choice of risk profile,
as well as establishing and implementing control measures to
ensure that the goals are achieved.
The Group’s core values, external guidelines and social
corporate responsibility constitute the external outer framework
of internal control. The Group is decentralised and considerable
responsibility and authority are therefore delegated to the
regional operating units. Risk management and internal control
are designed to take account of this.
Internal control is an on-going process that is initiated,
implemented and monitored by the Company’s Board of
Directors, management and other employees. Internal control
is designed to provide reasonable assurance that the Company’s
goals will be achieved in the following areas:
Targeted, efficient and appropriate operations.
Reliable internal and external reporting.
Compliance with laws and regulations, including
•
•
•
internal guidelines.
The audit committee updates the Board after each meeting.
Each year the auditor carries out a review of internal control
which is an element of financial reporting. The auditor’s review
is submitted to the audit committee.
The Company has established framework procedures to
manage and eliminate most of the risk that could prevent a
goal from being achieved. This includes a description of the
Company’s risk management policy as well as all financial
control processes. There is on-going risk assessment of the
main transaction processes. Descriptions of the transaction
processes are currently in preparation for each region, with the
aim of clarifying key controls and ensuring that these controls
are in place. This means assessing all processes to determine
the probability of divergences arising, and how serious the
economic consequences would be of any such divergence. The
establishment of controls in each region is aimed at reducing
the likelihood of divergences arising with major economic
consequences.
The biological development in course of producing smolt
and farming in the sea poses the greatest risk in the group.
The Group therefore continuously and systematically works
to develop processes that ensure animal welfare and reduce
diseases and mortality, and so that “best practices” are being
implemented at all levels. Control routines have been prepared,
including conditions for the employees as well as safeguarding
against escapes, animal welfare, pollution, water resources
and food safety. Referring to the Sustainability report prepared
annually, objectives, internal controls and measures are
described within the company’s main focus areas.
The Group’s activities entail various kinds of financial risk:
A N N U A L R E P O R T 2 0 1 5Market risk (including foreign exchange risk, interest rate risk
and price risk), credit risk and liquidity risk. The Group’s overall
risk management plan focuses on the unpredictability of the
capital markets and seeks to minimise the potential negative
effects on the Group’s financial results. To some extent, the
Group uses financial derivatives to hedge against some risks.
Risk management is drawn up at Group level and involves
identifying, evaluating and hedging financial risk in close
cooperation with the Group’s operational units. The Board has
established written principles for risk management related to
foreign exchange and interest rate risk and the use of financial
instruments.
The Board has established procedures for reporting within the
Group:
• At the start of each year the Board adopts a budget for
the year. Divergences from the budget are reported on a
monthly basis.
Forecasts are drawn up for the next three years and they
are updated every month.
•
• Every month, each region submits a report containing
given Key Performance Indicators (KPI). The main KPIs
are: EBIT/kg, feed factor, production, production cost,
harvest volume, harvest cost and fish health. Analyses are
made and measured against budget figures and KPIs. The
information form of the regions is summarised in a report
submitted to the Board.
Each quarter, a risk assessment covering biology, feed, market,
finance and Compliance is prepared. These areas are considered
to pose the greatest risks for the Company. This can be changed
from the changed situation. The risk assessment is reviewed
by the Audit Committee in connection with quarterly reporting.
Divergences from the Code of Practice: None.
11. BOARD REMUNERATION
Proposals concerning Board remuneration are submitted by
the nomination committee. Remuneration to Board members
is not linked to the Company’s results. None of the Board
members have special duties in relation to the Company which
are additional to those they have as Board members. Board
remuneration shall be shown in the financial statements of both
the Company and the Group.
Divergences from the Code of Practice: None.
12. REMUNERATION TO
SENIOR EMPLOYEES
12.1 Senior employees
in Rogaland, Finnmark, Shetland and British Columbia) and
the two people responsible for feed/nutrition and biology,
respectively.
The objective of the guidelines for determination of salary and
other remuneration to senior employees within the Group is to
attract people with the required competence and at the same
time retain key personnel. The guidelines should also motivate
the employees to work with a long-term perspective to enable
the Group to achieve its goals.
The determination of salary and other remuneration to the
Group’s senior employees is therefore based on the following
guidelines:
•
•
•
•
Salary and other remuneration shall be competitive and
motivating for each manager and for everyone in the senior
management group.
Salary and other remuneration shall be linked to value
creation generated by the Company for the shareholders.
The principles used to determine salary and other
remuneration shall be simple and understandable to
employees, the shareholders and the public at large.
The principles used to determine salary and other
remuneration shall also be sufficiently flexible to allow
adjustments to be made on an individual basis in the light
of the results achieved and the contribution made by the
individual to the development of the Group.
The salary paid to the members of the senior management group
consists of a fixed and a variable element. Under the bonus
scheme in force the variable salary under the scheme cannot
exceed six times the monthly salary. Each year, information
about the provisions of the bonus scheme is included in the
Group declaration on the determination of salary to the senior
management group and appears in the financial statements for
the Group, note 16.
The Company´s Board approved the allocation of cash options
based on the General Assembly´s resolution for the framework
of the share and cash options programme. The last approval
from the General Assembly was May 28 2015. The allocation
from the Board has been approved on 20 April 2007, 6 May
2009, 27 March 2012, 22 March 2013 and 17 December 2013.The
group managing director, the financial director, the operational
director and the four regional managers are included in the
share options programme. The options agreements have been
entered into within the scope of the resolution adopted by the
General Assembly. Minutes of this General Assembly can be
accessed on the Company’s homepage.
This has been followed by the establishment of a synthetic
options programme. Options agreements with members of the
senior management group have been entered into within the
framework of the adopted resolution.
The group management consists of the group managing
director, the director of operations and the financial director. The
Group has an extended management group of ten, comprising
the group managing director, the director of operations, the
financial director, the group head of accounting, four regional
managers (the respective managers of fish farming activities
Remuneration to the group managing director is determined at
a meeting of the Board of Directors. The salary payable to the
other members of the senior management group is determined
by the group managing director. The group managing director
shall discuss the remuneration which he/she proposes with the
chairman of the Board before the amount of remuneration is
23
GRIEGSEAFOOD 2 0 1 5determined.
General schemes for the allocation of variable benefits, including
bonus schemes and options programmes, are determined
by the Board. Schemes which entail an allotment of shares,
subscription rights, options and other forms of remuneration
related to shares or the development of the Company’s share
price, are determined by the General Assembly. The Board´s
declaration of management remuneration is a separate agenda
paper of the General Assembly. The General Assembly votes
separately on guidelines to guide the Board and remuneration
comprising the synthetic options programme.
The Company has no divergences from the Code of Practice.
12.2 Severance pay
The group managing director is entitled to 12 months’ severance
pay after dismissal and 12 months salary during illness. A
severance pay agreement has also been established for the CFO
and COO providing for 12 months’ severance pay after dismissal.
The acting resigning CEO is entitled to 18 months salary after
dismissal or change in position or employment and 12 months’
salary during illness.
Divergences from the Code of Practice: None.
13. INFORMATION AND
COMMUNICATION
13.1 Financial information
The Company shall at all times provide its shareholders, the
Oslo Stock Exchange and the finance market in general (through
the Oslo Stock Exchange information system) with timely and
accurate information. The Board shall ensure that the quarterly
reports from the Company give a correct and complete picture
of the Group’s financial and commercial position and whether
the Group’s operational and strategic objectives are being
reached. Financial reporting shall also contain the Group’s
realistic expectations of its commercial and performance-
related development.
The Company publishes all information on its own homepage
and in press releases. Quarterly reports, annual reports and
press releases are presented as they arise on the Company’s
homepage in accordance with the Company’s financial calendar.
The Company shall have an open and active policy in relation
to investor relations and shall hold regular presentations in
connection with the annual and interim results.
13.2 Shareholder information
The Board shall ensure that information is provided on matters
of importance for the shareholders and for the stock market’s
assessment of the Company, its activities and results and that
such information is made publicly available without undue delay.
Publication shall take place in a reliable and comprehensive
manner and by using information channels which ensure that
everyone has equal access to the information.
24
All information shall be provided in both Norwegian and English.
The Company has procedures to ensure that this is done. The
chairman of the Board shall ensure that the shareholders’ views
are communicated to the entire Board.
Divergences from the Code of Practice: None.
14. COMPANY TAKEOVER
14.1 Change of control and takeovers
The Company has no established mechanisms which can
prevent or act as a deterrent to takeover bids, unless this has
been resolved by the General Meeting by a majority of two thirds
(of the votes cast and of the share capital represented). The
Board will not use its authorisation to prevent a takeover bid
without the approval of the General Meeting after the takeover
bid has become known. If a takeover bid is received, the
management and the Board will ensure that all shareholders are
treated equally. The Board will obtain a value assessment from
a competent independent party and advise the shareholders
whether to accept or reject the bid. The shareholders will be
advised of any difference of views among the Board members
in the Board’s statement on the takeover bid.
The Board has in its Board meeting 13 October 2015 adopted
some core principles for how the Board will act in the event of
any persuasion offers. These core principles are in accordance
with the recommendation of NUES.
Divergences from the Code of Practice: None.
15. AUDITOR
The Board through its audit committee seeks to have a close
and open cooperation with the Company’s auditor. Each year the
audit committee obtains confirmation that the auditor meets the
requirements of the Act on auditing and auditors concerning the
independence and objectivity of the auditor.
The auditor’s schedule of audit work is submitted to the audit
committee once a year. In particular, the audit committee
considers whether, to a satisfactory extent, the auditor is
performing a satisfactory control function.
Both the Company management and the auditor comply with
guidelines issued by the Financial Supervisory Authority of
Norway concerning the extent to which the auditor can provide
advisory services.
The auditor attends Board meetings which deal with the annual
financial statements. The audit committee has an additional
meeting with the auditor at least once a year to review the
auditor’s report on the auditor’s view of the Group’s accounting
principles, risk areas and internal control procedures. Moreover,
each year the Board has a meeting with auditor when neither
the managing director nor anyone else from the management
is present.
A N N U A L R E P O R T 2 0 1 5The auditor also attends meetings of the audit committee to
consider relevant matters. The auditor’s fee appears in the
relevant note in the annual report showing the division of the
fee between audit and other services.
Divergences from the Code of Practice: None.
* * *
Bergen, 6th of April 2016
25
GRIEGSEAFOOD 2 0 1 5CONSOLIDATED STATEMENT
OF PROFIT AND LOSS
Amounts in NOK 1 000
Sales revenue
Other income
Other gains and losses
Share of profit from associated companies
Cost of sales
Salaries and personnel expenses
Other operating expenses
Note
2015
REVISED 2014
8
8
7, 8
7
9
4 608 667
4 099 543
44 921
-15 218
6 994
2 819
59 122
3 576
-2 738 926
-2 293 279
16/ 17
-409 432
-359 529
13/ 17/ 22/ 26
-1 235 695
-1 028 434
Operating profit/loss before depreciation and fair value adjustments of biological assets
261 311
483 820
Depreciation property, plant and equipment
Depreciation licences and other intangible assets
Depreciation property, plant and equipment, and intangible assets
Operating profit/loss before fair value adjustment of biological assets
11
10
10/11
Fair value adjustment of biological assets
Operating result
Share of profit/loss from associated companies
Financial income
Financial expenses
Net financial loss
Profit before income tax
Income tax expense
Profit for the year
Allocated to:
Controlling interests
Non-controlling interests
Earnings per share (NOK)
Diluted earnings per share (NOK)
26
9
7
25
25
15
20
20
-162 211
-5 163
-46 195
47 742
33 209
80 951
-135 495
-5 222
0
343 104
-123 737
219 366
3 142
2 865
38 056
-131 357
-93 301
57 245
-107 521
-50 276
-9 208
171 956
13 574
4 366
-6 626
10 992
-0,06
-0,06
-27 561
144 395
138 806
5 588
1,26
1,26
A N N U A L R E P O R T 2 0 1 5 GROUP
CONSOLIDATED
COMPREHENSIVE INCOME
STATEMENT
Amounts in NOK 1000
Profit for the year
ITEMS WITH NO TAX EFFECT ON REALISATION SUBSEQUENTLY REVERSED IN PROFIT:
Currency translation differences, subsidiaries
Change in value of available-for-sale assets
Total
ITEMS WITH TAX EFFECT ON REALISATION SUBSEQUENTLY REVERSED IN PROFIT:
Currency effect of net investments
3
Tax effect
Net effect
Comprehensive income after taxes
Total comprehensive income for the year
Allocated to:
Controlling interests
Non-controlling interests
2015
REVISED 2014
4 366
144 394
6 266
31
6 297
54 134
-13 533
40 601
46 898
51 264
37 099
26
37 125
78 912
-21 306
57 606
94 731
239 125
40 272
10 992
233 537
5 588
27
GRIEGSEAFOOD 2 0 1 5 GROUP
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION
Amounts in NOK 1000
ASSETS
Goodwill
Deferred tax assets
Licences
Other intangible assets
Property, plant and equipment
Investments in associated companies
Available-for-sale financial assets
Other non-current receivables
Total non-current assets
Inventories
Biological assets
Accounts receivable
Other current receivables
Derivatives and other financial instruments
Cash and cash equivalents
Total current assets
Total assets
Note
31.12.15
REVISED
31.12.2014
REVISED
01.01.2014
10
15
10
10
11
7
9
9
3, 22
23
3, 14
3, 21
110 647
10 317
1 093 338
16 993
1 534 770
25 947
1 426
2 667
108 708
2 180
1 066 184
11 517
1 424 952
22 379
1 518
67
107 310
0
994 066
4 545
1 204 627
28 058
1 392
1 275
2 796 104
2 637 505
2 341 273
90 867
1 929 115
581 904
145 767
0
392 020
3 139 673
5 935 777
91 016
1 844 097
504 110
93 371
0
181 498
2 714 092
5 351 597
75 009
1 766 332
441 608
98 171
2 806
182 258
2 566 184
4 907 458
28
A N N U A L R E P O R T 2 0 1 5 GROUP
Amounts in NOK 1 000
LIABILITIES AND EQUITY
Note
31.12.15
REVISED
01.01.2014
REVISED
01.01.2014
Share capital
Treasury shares
Other equity - not recognised
Retained earnings
Total controlling interests
Non-controlling interests
Total equity
Deferred tax liabilities
Pension obligations
Cash-settled share options
Loan
Other long-term borrowings
Financial leasing liabilities
Total non-current liabilities
Short-term loan facilities
Current portion of long-term borrowings
Current portion of financial leasing liabilities
Factoring liabilities
Cash-settled share options
Accounts payable
Tax payable
Accrued salary expense and public tax payable
Derivatives and other financial instruments
Other current liabilities
Total current liabilities
19
19
15
18
12
12
12, 13
3, 12
12
12, 13
3, 12
18
3
15
3, 14
25
446 648
-5 000
139 993
1 625 521
2 207 162
30 349
2 237 511
539 040
109
4 389
1 518 261
21 425
272 968
2 356 192
0
101 922
61 008
338 231
1 250
653 083
24 545
12 134
27 104
446 648
-5 000
93 095
1 687 351
2 222 094
19 357
2 241 451
560 320
198
2 334
958 828
23 640
236 430
446 648
-5 000
-2 181
1 548 547
1 988 014
13 767
2 001 781
557 523
610
0
850 646
24 056
170 251
1 781 750
1 603 086
0
487 664
53 231
195 560
929
360 358
56 975
14 232
27 932
425 000
111 060
46 149
181 297
9 567
418 150
1 471
22 791
12 964
74 142
1 302 591
122 795
1 342 072
131 515
1 328 396
Total liabilities
3 698 264
3 110 146
2 905 676
Total liabilities and equity
5 935 777
5 351 597
4 907 457
Bergen, 06.04.2016
Grieg Seafood ASA
TRANSLATED - NOT TO BE SIGNED
29
GRIEGSEAFOOD 2 0 1 5 GROUP
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Amounts in NOK 1000
Note
Share
capital
Own
shares
Other
equity - not
recognised
Retained
equity
Non-
controlling
interests Total equity
Equity at 01.01.2014
446 648
-5 000
-2 181
1 548 547
13 767
2 001 781
RESULT FOR 2014
138 806
5 588
144 395
Translation effects foreign currency
Net investment
Change in value in shares held for sale
15
Total comprehensive income
Total comprehensive income for 2014
Total equity from shareholders 2014
Total change in equity in 2014
Equity at 31.12.2014
37 644
57 606
26
95 276
95 276
0
37 644
57 606
26
95 276
0
0
0
138 806
5 588
239 671
0
0
0
95 276
138 806
5 588
239 671
0
0
0
0
0
0
0
0
446 648
-5 000
93 095
1 687 353
19 357
2 241 452
RESULT FOR 2015
-6 626
10 992
4 366
Translation effects foreign currency
Net investment
Change in value in shares held for sale
15
Total comprehensive income
Total comprehensive income for 2015
Dividend paid
Total equity from shareholders 2015
Total change in equity in 2015
Equity at 31.12.2015
6 266
40 601
31
46 898
46 898
0
46 898
0
0
0
0
0
0
0
0
0
0
-6 626
10 992
-55 206
-55 206
-61 832
0
10 992
6 266
40 601
31
46 898
51 264
-55 206
-55 206
-3 942
446 648
-5 000
139 993
1 625 521
30 349
2 237 511
Booked amount on the line “Own shares” equals nominal value of parent company´s holding of own shares.
30
A N N U A L R E P O R T 2 0 1 5 GROUP
SPECIFICATION OF EQUITY ITEMS
Book value at 01.01.2014
Change in 2014
Change in 2015
Effect of
share-based
remuneration
Purchase of
own shares *)
Profit for the
year - dividend
paid
Total
1 094
-13 036
1 560 489
1 548 547
0
0
0
0
138 806
-61 832
138 806
-61 832
Book value at 31.12.2015
1 094
-13 036
1 637 463
1 625 521
SPECIFICATION OF OTHER EQUITY, NOT RECOGNISED
Shares held for
sale
Net investment
Book value at 01.01.2014
Change in 2014
Change in 2015
Book value at 31.12.2015
711
26
31
768
Currency
conversion
-20 658
37 644
6 266
Total
-2 181
95 276
46 898
17 766
57 606
40 601
115 973
23 252
139 993
*) Amount classified under “Purchase of own shares” is cost price in excess of nominal value. See also note 19.
31
GRIEGSEAFOOD 2 0 1 5 GROUP
CONSOLIDATED CASH FLOW
STATEMENT
Amounts in NOK 1000
Operating result
Taxes paid for period
Fair value adjustment of biological assets
Ordinary depreciation
Depreciation property, plant and equipment, and intangible assets
(Gain/)Loss on sale of property, plant and equipment
(Gain/)Loss on sale of own shares
Share of results from companies which apply the equity method of accounting
Change in inventories and biological assets ex. fair value
Change in customer accounts receivable and other receivables
Change in accounts payable
Change in other accruals items
Change in net pension and option obligations
Net cash flow from operations
Receipts from sale of property, plant and equipment
Receipts from sale of shares and other equity instruments
Dividends received
Payments on purchase of property, plant and equipment
Payments on purchase of intangible assets
Change in other non-current receivables
Net cash flow from investment activities
Change in short-term interest-bearing debt
Change in long-term interest-bearing debt
Leasing receipts
Repayment of long-term interest-bearing debt and leasing
Other financial items
Dividend
Change in factoring
Interest expense
Net cash flow from financing activities
Note
2015
15
9
10,11
11
7
7
10
13
25
11
10
80 951
-57 005
-33 209
167 374
46 195
-403
-1 405
-6 994
-51 661
-168 672
292 689
99 839
1 966
369 665
2 092
6 568
446
-264 050
-58 651
-2 953
REVISED
2014
219 366
-8 740
127 108
140 717
-
-478
-63 815
-3 576
-219 138
-37 438
-76 174
86 528
-7 818
156 541
6 245
71 446
474
-303 404
-8 294
47
-316 548
-233 486
-
650 000
71 795
-528 987
-823
-55 206
139 131
-117 641
158 269
-410 737
895 109
103 135
-649 750
26 412
-
195 568
-88 303
71 434
Net change in cash and cash equivalents
211 386
-5 511
Cash and cash equivalents at 01.01
181 498
182 257
Currency conversion of cash and cash equivalents
-865
4 752
Cash and cash equivalents at 31.12
392 020
181 498
32
A N N U A L R E P O R T 2 0 1 5 GROUP
NOTE 1
GENERAL INFORMATION
Grieg Seafood ASA is an integrated Norwegian seafood company operating in the area of salmon farming and processing. Grieg Seafood
ASA is a public limited company registered in Norway. Its head office is located at C. Sundtsgt. 17/19, Bergen, Norway. Grieg Seafood ASA
was listed on the Oslo Stock Exchange on 21 June 2007. The Company has operations in Norway, the UK and Canada.
The consolidated accounts are prepared in accordance with International Financial Reporting Stantards (IFRS) as adopted by EU, and
approved by the Board of Directors 6 April 2016.
In the following, ”Group” is used to describe information related to the Grieg Seafood Group, whilst “the Company” is used for the parent
company itself.
All amounts are in NOK thousand unless stated otherwise. All amounts for 2014 are revised due to the full consolidation of Ocean Quality
as from 1 January 2015. See note 6 for further information about the revision.
33
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 2
ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless
stated otherwise.
BASIS OF PREPARATION
The consolidated financial statements of Grieg Seafood Group have
been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU.
The consolidated financial statements have been prepared under
the historical cost convention, as modified by biological assets,
available-for-sale financial assets, and financial assets/liabilities
(including derivative instruments) at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS
requires the use of estimates. It also requires management to
exercise its judgement in the process of applying the Company’s
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements,
are described in note 4.
acquisition price are recognised through profit or loss or are posted
as a change in the comprehensive income statement where the
contingent price is classified as an asset or a liability. There is no
new value measurement of a contingent acquisition price classified
as equity, and the subsequent settlement is charged against equity.
Intra-group transactions, balances, and unrealised gains between
Group companies are eliminated. Unrealised loss is also eliminated.
The accounts of subsidiaries are re-stated where necessary to
ensure consistency with the accounting policies adopted by the
Group.
(B) CHANGE IN OWNER INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF
CONTROL
Transactions with non-controlling owners of subsidiaries, which
do not entail a loss of control, are regarded as equity transactions.
On the purchase of further shares from non-controlling owners,
the difference between the consideration paid and the shares’
proportionate share of the net assets in the accounts of the
subsidiary is recorded in the equity of the parent company’s owners.
Similarly, any gain or loss on a sale to non-controlling owners is
recorded in equity.
CONSOLIDATION PRINCIPLES
(A) SUBSIDIARIES
Subsidiaries are all entities (including special purpose entities) over
which the Group has control. A situation where the Group controls
another entity arises when the Group is exposed to variability in
returns from the entity, and has power to influence this return
through its control of the entity.
Subsidiaries are consolidated from the point when the group
can exercise control and consolidation ends when control of the
subsidiary terminates.
C) DIVESTMENT OF SUBSIDIARIES
In the event of loss of control, any remaining ownership interest is
stated as fair value change through profit or loss. Thereafter, for
accounting purposes, fair value is the acquisition cost either as an
investment in an associated company, joint venture or a financial
asset. Amounts previously recorded in a comprehensive income
statement related to this company, are dealt with as if the Group
had disposed of underlying assets and liabilities. This may mean that
amounts previously recorded in a comprehensive income statement,
are reclassified as part of the income statement.
If the Company´s ownership exceeds 50 % but is below 100 % of the
subsidiaries, the minority´s share of profit after tax and share of
equity are posted on separate lines in the statement.
The purchase method of accounting is used for acquisitions. The
cost of an acquisition is measured as the fair value of the assets
and liabilities taken over, and equity instruments issued. The
cost also includes the fair value of all assets and liabilities and
contingent liabilities taken over by agreement. Identifiable assets,
debt and contingent liabilities are booked at fair value on the date of
acquisition. Non-controlling owner interests in the acquired entity
are measured from time to time either at fair value, or as their
proportion of net assets of the entity that has been acquired.
Costs related to acquisitions are charged as they arise.
In the case of a multi-stage acquisition, the proportion of ownership
from an earlier purchase is re-stated at fair value at the date of
control and the value change is recognised through profit or loss.
A contingent acquisition price is measured at fair value at the date
of acquisition. Under IAS 39, subsequent changes in the contingent
34
(D) ASSOCIATED COMPANIES
Associated companies are entities over which the Group has
significant influence, but not control. Significant influence is
deemed to exist where the Group has between 20% and 50% of the
voting rights. Investments in associates are recognised using the
equity method. Investments in associates are initially recognised at
cost, and the Group´s share of the results in subsequent periods
is recognised through profit or loss. The amount recorded in the
balance sheet includes implicit goodwill identified at the date of
purchase.
Share of profit or losses of associates that are closely linked to the
Group´s operations and thus are included in the value chain of the
Group, are classified on a separate line included in the Group’s
operating result.
In the event of a reduction in the owner interest in an associated
company where the Group retains significant influence, only
a proportionate part of amounts previously recognised in the
comprehensive income statement is reclassified through profit or
loss.
A N N U A L R E P O R T 2 0 1 5 GROUP
The Group’s share of profits or losses of associated companies
is recognised in the income statement and is added to the value
of the investment in the balance sheet. The Group’s share of the
comprehensive results for the associated company is entered in the
Group’s comprehensive income statement and is also added to the
amount of the investment in the balance sheet. The Group’s share
of a loss is not posted in the income statement if this means that the
value of the investment in the balance sheet is negative (including
the entity’s unhedged receivables), unless the group has undertaken
obligations or made payments on behalf of the associate. The
accounts of associated companies are re-stated where necessary
to ensure consistency with the accounting policies adopted by the
Group.
At the end of each accounting period, the Group determines if there
is a need to write down the investment in the associated company.
In such case, the amount of the write-down is calculated as the
difference between the recoverable amount of the investment and its
book value, and the difference is recorded on a separate line along
with ”Share of results of associated companies”.
If a gain or a loss arises on transactions between the Group and
its associated companies, only the proportionate amount related to
shareholders outside the Group is recorded. Unrealised losses are
eliminated unless there is a need to write down the asset that was
the subject of the transaction. Accounting policies of associates are
changed where necessary to ensure consistency with the accounting
policies adopted by the Group. Gains and losses on dilution of assets
of associated companies are posted in the income statement.
SEGMENT REPORTING
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Group management.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency.
The financial statements of each of the Group’s entities are generally
measured using the currency of the economic area in which the
entity operates (“the functional currency”). The consolidated
financial statements are presented in Norwegian Kroner (NOK),
which is the parent company’s functional and presentation currency.
TRANSACTIONS AND BALANCE SHEET ITEMS
Foreign currency transactions are translated into the functional
currency using the exchange rates. Foreign exchange gains and
losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in
foreign currency at year-end at the exchange rate on the date of the
balance sheet are recognised in the income statement.
GROUP COMPANIES
The income statements and balance sheets of the Group entities
(none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
(i) assets and liabilities are translated at the closing rate on the date
of the balance sheet,
(ii) income and expense items in the income statement are
translated at average exchange rates for the period (if the average
is not a reasonable estimate of the cumulative effects of using the
transaction rate, the transaction rate is used)
(iii) translation differences are recorded in comprehensive income
and specified separately. When a foreign operation is sold, the
exchange difference, which in previous periods was recorded in
consolidated income, is not accrued. The accumulated exchange
difference from the sale of the foreign operation is hence reversed
in the consolidated income. Gain/loss from the sale is recognised
on a basis of zero exchange difference. Gain/loss is recorded in the
ordinary net profit.
Goodwill and fair value adjustments of assets and liabilities on the
acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and are translated into the functional currency at
the closing rate.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost less
depreciation and impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the item. Acquisition
cost may also include gains or losses transferred from equity as a
result of hedging the cash flow in foreign currency on the purchase
of property, plant and equipment.
Improvements are included in the asset’s carrying amount or
recognised as a separate asset when it is probable that future
economic benefits associated with the improvement will flow to the
Group and the cost of the item can be reliably measured.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Land and buildings comprise mainly factories and offices. Land is
not depreciated. Depreciation on other assets is calculated using
the straight-line method to allocate cost less residual value over
estimated useful lives, as follows:
• Buildings/real estate 10 - 50 år
• Plants, barges, onshore power supply 5 - 30 years
• Nets/cages/moorings 5 - 25 years
• Other equipment 3 – 35 years
The assets’ useful lives and residual values are reviewed at each
balance sheet date and adjusted, if necessary.
An asset’s carrying amount is written down to its recoverable amount
if the carrying amount is greater than its estimated recoverable
amount. Gains and losses on disposals are posted net in the income
statement and correspond to the difference between the sale price
and the carrying amount.
INTANGIBLE ASSETS
Intangible assets, which arise internally within the Group, are not
recognised. Goodwill and licences with an indefinite economic
life are subject to annual impairment tests. Impairment tests
are performed more frequently if indications of impairment exist.
Amortised licences are tested for impairment only if there are
indications that future earnings do not justify the asset’s balance
sheet value.
GOODWILL
Goodwill represents the excess of the cost of an acquisition over
the fair value of the Group’s share of the net identifiable assets
of the acquired entity at the date of acquisition. Goodwill on
acquisitions of subsidiaries is classified as an intangible asset.
Goodwill on the purchase of a share in an associated company is
included in “investments in associates”. Goodwill is tested annually
for impairment and carried at cost less accumulated impairment
losses. Impairment losses on goodwill are not reversed. Gains and
losses on the disposal of an entity include the carrying amount of
goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of
impairment testing. The allocation is made to those cash-generating
units or groups of cash-generating units that are expected to benefit
from the business combination in which the goodwill arose.
LICENCES
Fish quotas and fish farming licences that have an indefinite useful
life are not amortised but reviewed for impairment annually, or more
frequently if there are indications that the balance sheet value may
have decreased.
The Group considers the following licences to have indefinite useful
life:
•
Licences granted with indefinite useful life, where the
company has no other contractual restrictions related to the use of
the licence.
35
GRIEGSEAFOOD 2 0 1 5 GROUPLicences granted with limited useful life, but where renewal
•
from licence holders´ side can be arranged without substantial
expenses.
of licences allows for application for renewal based on demand. A
licence for harvesting cages is valid for 10 years and needs renewal
upon expiration, given that the licence is still connected to an
approved harvesting plant.
Licences with a limited useful life are amortised over the useful
lifetime. These regard water concessions for hatcheries and
some specific grow-out licences. The following sections provide a
description of concessions related to the segments Norway, UK
(Shetland) and BC (Canada). Please refer to note 10 Intangible
assets for an overview of the number and types of licences, as well
as impairment testing.
NORWAY
The licencing regime for the production of salmon and trout in
Norway has been introduced by the Parliament and adopted
through the Aquaculture Act. The Ministry of Trade, Industry and
Fisheries grants permits for aquaculture (licences). All aquaculture
operations are subject to licencing and nobody can produce salmon/
trout without permission from the authorities regardless of when the
permit was issued, cf. Aquaculture Act § 4.
The aquaculture permit entitles the production of salmon and trout
in limited geographic areas (sites), with the current determined
limitations of the permit scope. The Aquaculture Act is administered
centrally by the Ministry of Trade, Industry and Fisheries,
with the Directorate of Fisheries as the supervisory authority.
Regionally, several industry authorities collectively manage a
complete administrative and supervisory responsibility within the
regulating range of the Aquaculture Act. The county is the regional
administrative body, while the Directorate of Fisheries serves as
appellate body in locality and licencing matters.
Grow-out licences
Each licence for salmon and trout in the sea is subject to a
production limit in the form of “maximum allowed biomass” (“MTB”).
MTB does not directly limit the number of tons of fish production
within a year, but limits the amount of fish to keep in the sea at
any time. Normally, a licence has a limit of 780 tons MTB, ref. the
Salmon Allocation Regulation § 15 (“laksetildelingsforskriften”).
Such licences are limited in number and only subject to application,
following politically decided licencing rounds.
Hatchery licences
Young salmon/trout are defined as eggs, juveniles, parr or smolts
to be released in another locality ref. Salmon Allocation Regulation
§ 4 f. Such licences are not limited in number and thus subject
to continuous application for new licences or changes to existing
licences. Basically, it is not allowed to produce smolts over 250
grams, but the regulations allow for applications to produce a
certain percentage of fish up to 1 kilogram.
R&D and broodstock licences
These licences are not limited in number. Permissions are means-
tested, meaning the applicant must demonstrate a need for the
production of eggs, specific research projects or educational
purposes. Broodstock licences include both land and sea phase,
ie the broodfish and egg production belong to the same licencing
consideration.
Harvesting cage licences
Licences utilised to cage setting of live fish for harvesting. These
relate to specific locations.
Duration and renewal
The Ministry may in individual decisions or regulations specify
further provisions on the contents of aquaculture licences, including
scope, time limitations, etc., cf. the Aquaculture Act § 5, second
paragraph. Still, the preparatory work for the Aquaculture Act
specify that licences normally are granted without a time limit. Grieg
Seafood’s general food fish licences and hatchery licences are not
time limited under current regulations. After the reform in 2009,
a number of licences were time limited, mainly to 15 years. As no
government practices have been established related to renewal of
broodstock licences, the current understanding is that expiration
Disposal and withdrawal
All licences can be transferred and mortgaged according to the
Aquaculture Act § 19. Transfers and mortgages must be registered
in a separate register (the Aquaculture Register). It is not allowed to
rent out licences or licence capacity.
The Aquaculture Act reviews the basis for withdrawal of an
aquaculture licence. This states inter alia that there must be
significant breaches of the terms of an aquaculture licence before
it can be revoked.
UK
Grieg Seafood Hjaltland UK Ltd (“Grieg UK”) has farms on both
the west and east coast of Shetland, as well as the west coast of
Scotland. In order to operate farms in Scotland, the following five
licences must be in place:
• Water Environment (Controlled activities) “CAR” licence –
issued by Scottish Environment Protection Agency (SEPA)
• Planning permission – issued by local authorities (Town and
Country Planning Act)
• Crown Estate Lease/Permission (The Crown Estate act 1961)
• Aquaculture Production Business Licence (APB) – issued by
Aqua Animal Health
• Marine Licence (Navigation) – issued by the Scottish government
For limitations related to production quantity, see table in note 10.
Duration and renewal
• CAR licence – requires periodic inspection and monitoring. If a
substantial negative effect on the environment can be proven,
as a consequence of the operation, the production volume can
be reduced or, as a worst-case scenario, revoked.
• Planning Permission – indefinite duration, but if the plant is left
unused for 3 consecutive years, the licence may be withdrawn
• Crown Estate Lease/Permission – 25 years of duration. Normal
procedure is renewal of the licences upon expiration.
• APB – indefinite duration depending on compliance with the
licence´s conditions.
• Marine Licence – required application for renewal every 6 years.
This is normally a formality.
BC
Grieg Seafood B.C. Ltd (“Grieg BC”) has farms on both the west and
east coast of Vancouver Island. In order to operate farms in British
Columbia, Canada, the following three licences must be in place:
• Aquaculture licence – issued by Department of Fisheries and
•
Oceans
Licence of Occupation (Tenures) – issued by Ministry of Forest,
Lands and Natural Resource Operations
• Navigation Water Permit – issued by Transport Canada
(Canadian public authorities)
For limitations related to production quantity, see table in note 10.
Duration and renewal
• Aquaculture licence – duration of 1 year, renewal each year is
•
a formality.
Licence of Occupation – duration of between 2 and 20 years.
Renewal is applied for upon expiration.
• Navigation Water Permit – duration of 5 years, but possible to
apply for renewal.
OTHER INTANGIBLE ASSETS
Acquired customer portfolios and computer software licences are
capitalised at cost and amortised over their estimated useful lives.
Customer portfolios are capitalised at historical cost at the date of
purchase. Amortisation is calculated using the straight-line method
36
A N N U A L R E P O R T 2 0 1 5 GROUPover the estimated useful life, as follows:
- Customer portfolios 6 years
- Computer software 3-10 years
IMPAIRMENT OF NON-FINANCIAL ASSETS
Assets that have an indefinite useful life are not amortised and
are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment whenever there are
indications that future earnings do not justify the carrying amount.
An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs
to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). Non-
financial assets, other than goodwill, that suffered an impairment
are reviewed for indicators of possible reversal of the impairment at
each reporting date.
FINANCIAL ASSETS/LIABILITIES
The Group classifies its financial assets in the following categories:
At fair value through profit or loss, loans and receivables, and
assets available for sale. The classification depends on the purpose
for which the financial assets were acquired. The management
determines the classification of its financial assets upon acquisition
and re-evaluates this designation at every reporting date in case of
material changes.
A) LOANS AND RECEIVABLES
Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market.
They are classified as current assets, except for maturities greater
than 12 months after the balance sheet date. These are classified as
non-current assets. Loans and receivables are classified as ‘other
receivables’ in the balance sheet.
At each balance sheet date the Group considers whether there is any
objective evidence that the loans and receivables are impaired. Such
objective evidence is, for instance:
- breach of contract, such as a default or delinquency in payments,
- the probability that the borrower will become insolvent or be
subject to financial reorganisation.
Loans and receivables are carried at amortised cost using the
effective interest method.
B) AVAILABLE-FOR-SALE FINANCIAL ASSETS
Available-for-sale financial assets are non-derivatives that are either
designated in this category or not classified in any other category.
They are included in non-current assets unless management
intends to dispose of the investment within 12 months of the balance
sheet date.
Available for-sale financial assets are stated at fair value. Change of
value is recorded in consolidated total financial statement.
When securities classified as available-for-sale are sold or impaired,
the accumulated fair value adjustments recognised in equity are
included in the income statement as ‘other financial income/
losses from investment in securities ’. Interest on available-for-
sale securities calculated using the effective interest method is
recognised in the income statement. Dividends on shares classified
as available-for-sale are recognised in the income statement when
the Group’s right to receive dividends is established. The fair values
of quoted investments are based on current bid prices. If the market
for a financial asset is not active (and for unlisted securities), the
Group establishes fair value by using valuation techniques. These
include recent transactions on market terms, reference to other
instruments which are essentially the same, the use of discounted
cash flows and options models.
The techniques used make maximum use of market and avoid
company-specific information as much as possible.
Investments are derecognised when the rights to receive cash flows
from the investments have expired or have been transferred and
the group has transferred substantially all risks and rewards of
ownership.
Regular purchases and sales of investments are recognised on
trade-date – the date on which the Group commits to purchase
or sell the asset. All financial assets which are not stated at fair
value through profit or loss are initially recognised at fair value plus
transaction costs.
At each balance sheet date the Group assesses whether there is
objective evidence that a financial asset or a group of financial assets
is impaired. In the case of shares classified as available for sale,
a significant or prolonged decline in the fair value of the security
below its cost is considered as an indicator that the securities are
impaired. If any such evidence exists for available-for-sale financial
assets, the cumulative loss – measured as the difference between
the acquisition cost and fair value, less any impairment loss on
that financial asset previously recognised through profit or loss –
is removed from equity and recognised in the income statement.
Impairment losses recognised in the income statement on shares
and corresponding equity instruments are not reversed through the
income statement. Impairment testing of accounts receivable is
described below.
C) FINANCIAL ASSETS/LIABILITIES AT FAIR VALUE INCLUDED IN INCOME
STATEMENT, INCLUDING DERIVATIVES AND HEDGING
Financial equity classified as available-for-sale is recorded at fair
value, whereas change of value is included in income statement.
The Group does not apply hedge accounting according to IAS
39. Derivatives are initially recognised at fair value on the date a
derivative contract is entered into and are subsequently stated at
fair value on an ongoing basis.
Changes in the fair value of derivatives are posted net in the income
statement under ‘other financial income/costs’. This includes
derivatives intended for hedging purposes.
Assets/liabilities in this category are classified as current assets/
short term debt when intended to be disposed of within 12 months,
otherwise as non-current assets/liabilities.
INVENTORIES
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using the first-in, first-out (FIFO) method. The
net realisable value is the estimated selling price, less processing
and selling expenses.
BIOLOGICAL ASSETS
The accounting treatment of living fish by companies applying IFRS
is regulated by IAS 41 Agriculture. IAS 41 comprises a hierarchy
of methods for accounting measurement of biological assets. The
basic principle is that such assets shall be measured at fair value.
The model applied by the Group divides the fish into three weight
categories and assumes the following:
1. Fish below 1 kilogram is recorded at accumulated cost. The
best estimate for fair value is considered to be accumulated
cost.
2. For fish between 1 and 4 kilograms the estimated fair value
includes a proportionate part of the estimated profit.
3. For fish over 4 kilograms (fish ready for harvesting) the fair
value is set at the net sale price on the basis of harvesting at
the balance sheet date.
If the expected sale price is below the estimated cost, this will entail
a negative value adjustment of biological assets, which is 100 %
accrued. Upon estimating actual accumulated cost at the respective
grow-out facility, direct costs (fish feeds a.o.) are allocated to the
locality. Indirect costs are distributed across localities through
a norm of distribution. Given unusual mortality rate, the cost is
amortised. This applies only when mortality rate exceeds normal
expectations. Financial costs are not allocated to cost.
37
GRIEGSEAFOOD 2 0 1 5 GROUPThe sale price for fish ready for harvesting is based on spot prices,
while the price of fish between 1 and 4 kilograms is based on forward
prices and/or the most relevant price information that is available for
the period when the fish is expected to be harvested.
The net sales are adjusted for quality differences (superior, ordinary
and prod.), and for freight and sales commissions. Estimated
harvesting expenses are also deducted. The volume is adjusted for
gutting waste, as the price is measured for gutted weight.
Change in fair value of biological assets is recognised. The value
adjustment is presented on the separate line “Fair value adjustment
of biological assets.”
The Group applies an internal principle of impairment in the event of
extraordinary mortality. Such impairments are recorded as they arise
as part of the cost of sales in the income statement. Information
on recorded fair value for extraordinary mortality is based on the
same principle as estimating value-adjusted biological assets. For
specification of annual extraordinary mortality, see note 9.
INDUSTRY GROUP FOR AQUACULTURE
In autumn 2014 the Fincancial Supervisory Authority of Norway
(FSA) initiated an evaluation project related to parts of the financial
reporting for aquaculture companies listed on the Oslo Stock
Exchange. The purpose of the project was to assess whether the
aquaculture industry practices a uniform and consistent reporting
in accordance with IFRS. FSA published its final report on 17
November 2015 on its website (www.finanstilsynet.no). As a result
of this review, the fish farming companies subject to the project,
established an industry group for financial reporting, as a venue for
discussions and common improvements of reporting.
The group has held several meetings during the autumn of 2015, and
the two main agendas of the meetings were to:
1) identify possible note improvements and policy applications, and
2) develop a common model for fair value measurement of biomass
in line with IAS 41.
Affiliated with the first agenda, the group has identified some areas
for improvement, and some adjustments of the note disclosures
and presentation with effect for the fiscal year 2015. Further
standardisation of the note information with effect from the fiscal
year 2016, is expected.
As for the other agenda, the industry group has initiated work on
a common valuation model, and this work will continue in 2016.
The group aims to have completed this work in time to effect the
financial statements as of December 31, 2016.
The following companies participate in the industry group: Lerøy
Seafood Group ASA, Grieg Seafood ASA, Salmar ASA, Cermaq AS,
P/F Bakkafrost and Marine Harvest ASA.
ACCOUNTS RECEIVABLE
Accounts receivable are generated from trading of goods or services
within the ordinary operating cycle. Accounts receivable under
normal terms of payment are recognised initially at nominal value.
Longer terms of payment implies a subsequent measurement
of net present value/discounting of the accounts receivable. A
provision for impairment of accounts receivable is established
when there is objective indication that the Group will not be able
to collect all amounts due according to the original terms of
trade. Significant financial difficulties affecting the debtor, the
probability that the debtor will become insolvent or be subject to
financial reorganisation, and default or delinquency in payments
are considered indicators that the account receivable is impaired.
The provision is the difference between nominal and recoverable
amount, which is the present value of estimated future cash flows,
discounted at the original effective interest rate. The amount of
the provision is recognised in the income statement under ‘other
operating expenses’.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, bank deposits,
other short-term highly liquid investments with original maturities
of three months or less, and bank overdrafts. Bank overdrafts are
shown under borrowings included in current liabilities.
SHARE CAPITAL
Ordinary shares are classified as equity. Costs directly attributable
to the issue of new shares or options, net of tax, are shown in equity
as a deduction, net of tax, from the proceeds.
BORROWINGS
Borrowings are recognised initially at fair value when the funds
are received, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost applying the effective interest
method. Any difference between the proceeds (net of transaction
costs) and the redemption value is recognised in the income
statement over the period of the borrowings.
Borrowings are classified as current liabilities unless the Group has
an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date.
DEFERRED TAX
Deferred tax is provided for in full at nominal values, using the
liability method, on temporary differences arising between the value
of assets and liabilities for tax and accounting purposes. Deferred
tax is determined using tax rates and laws that have been enacted or
substantially enacted by the balance sheet date and are expected to
apply when the related deferred tax asset is realised or the deferred
income liability is settled.
Deferred tax assets are offset against deferred tax liabilities to the
extent that it is probable that future taxable income will be available,
from which the temporary differences can be deducted.
Deferred tax is calculated on temporary differences arising on
investments in subsidiaries and associates, except where the timing
of the reversal of the temporary difference is controlled by the Group
and it is probable that the temporary difference will not be reversed
in the foreseeable future.
EMPLOYEE BENEFITS
PENSION OBLIGATIONS
Effective from 1 July 2009 the pension obligations of Grieg Seafood
ASA have been based on a defined contribution based scheme for
all employees, following the termination of a defined benefits based
scheme. The Company’s pension scheme is in accordance with
rules and regulations for mandatory occupational pensions. The
premium is charged through operations as it arises in the profit and
loss account. Employer’s social security contributions are charged
on the basis of the pension premium paid.
Grieg Seafood Rogaland AS and Grieg Seafood Finnmark AS have
a contractual early retirement pension scheme (AFP). The financial
commitments associated with this scheme are included in the
Group’s pension calculations. The AFP early retirement scheme
follows the rules for public sector AFP, and both companies are
members of the LO/NHO scheme. The pension payment calculations
are based on standard assumtions relating to the development of
mortality and disability as well as other factors such as age, years
of service and remuneration.
The old AFP scheme has terminated, and the previous balance
sheet obligation was therefore written back in 2010. This does
not apply to that part of the obligation related to those who have
already taken out a pension under the old scheme. On termination
of the old AFP scheme LO/NHO required the member companies
to cover the underfunding of the old scheme. Companies which
have been members of LO/NHO must make a provision to cover the
underfunding, with payment due over a 5-year period.
SHARE-BASED REMUNERATION
The Group operates a share-based management remuneration plan
38
A N N U A L R E P O R T 2 0 1 5 GROUPwith settlement in cash. The fair value of the employee services
received in exchange for the grant of the options is recognised as
an expense. The total amount to be charged over the vesting period
is calculated on the basis of the fair value of the options granted,
excluding the impact of any non-market vesting conditions (for
example, profitability and sales growth targets). Non-market vesting
conditions are included in assumptions about the number of options
that are expected to vest. At each balance sheet date, the company
revises its estimates of the number of options that are expected
to vest. It recognises the impact of the revision relative to original
estimates, if any, in the income statement, with a corresponding
adjustment to liability. The Black and Scholes option pricing model
is used for valuation.
long-term
The company´s obligations are posted under
commitments if the latest possible redemption date exceeds one
year.
TRANSACTIONS UNDER JOINT CONTROL
On the purchase of entities under joint control the Group has chosen
to apply IFRS 3 as its accounting standard.
The proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium when the options are exercised.
TERMINATION BENEFITS
Termination benefits are payable when employment is terminated
by the Group before the normal retirement date, or whenever an
employee accepts voluntary redundancy in exchange for these
benefits. The Group recognises termination benefits when it is
demonstrably committed to either terminating the employment
of current employees according to a detailed formal plan without
the possibility of withdrawal, or providing termination benefits as a
result of an offer made to encourage voluntary redundancy.
Profit sharing and bonus plans
The Group recognises a provision where it has a contractual
obligation or where there is a past practice that has created a
constructive obligation.
PROVISIONS
Provisions (e.g. environmental improvements, restructuring costs
and legal claims) are recognised when:
•
the Group has a present legal or constructive obligation as a
result of past events;
it is more likely than not that an outflow of resources will be
required to settle the obligation;
the amount of the obligation can be reliably estimated.
•
•
Restructuring provisions comprise lease termination penalties and
employee termination payments. Provisions are not recognised for
future operating losses.
Where there is a number of similar obligations, the likelihood that an
outflow will be required in settlement is determined by considering
the class of obligations as a whole. A provision is recognised even if
the likelihood of an outflow with respect to any one item included in
the same class of obligations may be small.
Provisions are measured at the present value of the expenditures
expected to be required to settle the obligation using a pre-tax
discount rate that reflects the current market situation and the risks
specific to the obligation. The increase in the provision due to the
change in value because of passage of time is posted as a financial
expense.
and collectability of the related receivables and when the risks and
rewards have been transferred to the customer.
INTEREST INCOME
Interest income is recorded proportionately over time using the
effective interest method. When a receivable is impaired, the Group
reduces the carrying amount to its recoverable amount, being the
estimated future cash flow discounted at the original effective
interest rate. Interest income on impaired loans is recognised on the
basis of the amortised cost and the original effective interest rate.
DIVIDEND INCOME
Dividend income from investments under the cost method or
available-for-sale is recognised when the right to receive payment is
established. Dividend income from entities under the equity method
are not being recognised but recorded as a reduction in the carrying
value of the investment.
LEASES
FINANCE LEASES
Leases, or other arrangements as described in IFRIC 4, relating to
property, plant and equipment where the Group has substantially all
the risks and control, are classified as finance leases.
Finance leases are capitalised at the lease’s commencement at the
lower of the fair value of the leased property and the present value
of the aggregate minimum lease payments.
Each lease payment is allocated between an instalment element
and an interest element so as to achieve a constant interest rate
in the different periods on the outstanding lease obligation in the
balance sheet. The lease obligation, less interest costs, is classified
as other long-term debt. The interest expense is posted in the
income statement as a financial expense over the lease period so as
to achieve a constant interest expense on the outstanding obligation
in each period. The property, plant and equipment acquired under
finance leases is depreciated over the shorter of the useful life of the
asset or the lease period.
OPERATING LEASES
Leases, or other arrangements as described in IFRIC 4, in which
a significant portion of the risks and rewards of ownership are
retained by the lessor, are classified as operating leases. Payments
made under operating leases (net of any financial incentives from
the lessor) are charged to the income statement on a straight-line
basis over the period of the lease.
DIVIDENDS
Dividends payable to the Company’s shareholders are recognised as
a liability in the Group’s financial statements when the dividends are
approved by the AGM.
BORROWING COSTS
Borrowing costs incurred during the construction of operating assets
are capitalised during the period of time that is required to complete
and prepare the asset for its intended use. Other borrowing costs are
charged in the income statement.
CONTINGENT ASSETS AND LIABILITIES
Contingent liabilities are defined as:
1. possible obligations resulting from past events whose existence
depends on future events;
2. obligations that are not recognised because it is not probable
that they will lead to an outflow of resources entailing financial
benefits out of the company
3. obligations that cannot be measured with sufficient reliability.
REVENUE RECOGNITION
Revenue comprises the fair value of the consideration received or
receivable for the sale of goods and services. Revenue is shown
net of value-added tax, returns, rebates and discounts and after
eliminating intra-group sales. Revenue is recognised when it is
reliably measured and it is reasonably assured that the economical
assets will be transferred, i.e. when a group entity has delivered
products to the customer, the customer has accepted the products
Contingent liabilities are not recognised in the annual financial
statements apart from contingent liabilities which are acquired
through the acquisition of an entity. Significant contingent liabilities
are disclosed, with the exception of contingent liabilities where the
probability of the liability occurring is remote.
Contingent liabilities acquired through the purchase of operations
are recognised at fair value even if the liability is not probable. The
39
GRIEGSEAFOOD 2 0 1 5 GROUPassessment of probability and fair value is subject to constant review.
Changes in the fair value are recognised in the income statement.
A contingent asset is not recognised in the financial statements,
but is disclosed if it is likely that a benefit will accrue to the Group.
CASH FLOW STATEMENT
The Group’s cash flow statement shows the overall cash flow broken
down into operating, investing and financing activities by using the
indirect method. The cash flow statement illustrates the effect of the
various activities on cash and cash equivalents. Cash flows resulting
from the disposal of operations are presented under investing
activities.
EARNINGS PER SHARE
Earnings per share are calculated by dividing the profit for the year
allocated to the company’s shareholders by a weighted average of
the number of issued ordinary shares during the year.
Diluted earnings per share are calculated by adjusting the weighted
average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares.
40
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 3
FINANCIAL RISK MANAGEMENT
CAPITAL MANAGEMENT
“It is a Group aim to ensure that it has access to capital to enable the Company to develop in accordance with adopted strategies. By so
doing, Grieg Seafood should continue to be one of the leading players in its sphere of activity. Historically, the industry has always been
vulnerable to price fluctuations in the market. Because of this, the accounting performance may fluctuate considerably from year to year.
Therefore, It is a goal to ensure that the business maintains an appropriate level of free liquidity.
The Board believes it is natural that, over a period of several years, the average dividend should correspond to 25-30% of the profit after
tax, after allowing for the effects of fair value adjustments of biomass on profits. However, the dividend must always be considered in the
light of what is deemed to be a healthy and optimal level of equity.
At 31.12.2015 the Group had net interest-bearing debt including finance leases of MNOK 1 907, ref. note 12. Funding is mainly in the form
of bank loans. The level of debt and alternative forms of funding are subject to constant evaluation.
FINANCIAL RISK FACTORS
The Group is exposed to a range of financial risks; market risk (including currency risk, interest rate risk and price risk), credit risk and
liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of the financial markets and seeks to
minimise potential adverse effects on the Group’s financial performance. To some extent, the Group uses financial derivatives to reduce
some risks.
The Group identifies, evaluates and hedges financial risks in close cooperation with the Group’s operational units. The board has established
written principles for the management of foreign exchange risk, interest rate risk and the use of financial instruments.
MARKET RISK
(I) FOREIGN EXCHANGE RISK
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect
to the CAD, USD, GBP and EUR. Foreign exchange risk arises from future commercial transactions, recognised assets, liabilities and net
investments in foreign operations. Hedge accounting is not applied to foreign currency forward contracts and other derivatives. Change
in value of forward contracts/other derivatives thus affect the result, since these are accounted for at fair value through profit or loss, see
description in accounting principles (note 2). The Group enters into foreign currency forward contracts to manage this risk.
Foreign currency in NOK
2015
NOK
USD
EUR
GBP
CAD
JPY
Other
currency
Total
Accounts receivable
Accounts payable
102 482
87 647
271 653
92 021
4 679
23 422
0
581 904
424 127
769
7 419
124 405
91 513
-
4 850
653 083
Foreign currency in NOK
2014
NOK
USD
EUR
GBP
CAD
JPY
Accounts receivable
Accounts payable
97 366
71 332
173 908
145 184
3 782
12 538
214 994
341
2 168
97 021
45 835
0
Other
currency
Total
0
0
504 110
360 358
Currency statement net
interest-bearing debt
2015
NOK
USD
EUR
GBP
CAD
Cash and cash equivalents
261 739
24 165
1 601
48 231
55 930
Other
currency
Total
1
392 020
JPY
353
Longt-term interest-
bearing debt*
1 965 818
71 053
199 476
50 587
-
12 195
-
2 299 129
Net interest-bearing debt
1 704 079
46 888
197 875
2 356
-55 930
11 842
-1
1 907 109
*Overview interest-bearing debt, see note 12
Currency statement net
interest-bearing debt
2014
NOK
USD
EUR
GBP
CAD
Cash and cash equivalents
109 059
13 822
Interest-bearing*
1 866 456
-
Net interest-bearing debt
1 757 397
-13 822
-
-
-
48 124
10 490
86 371
-
38 247
-10 490
Other
currency
Total
-
-
181 498
1 952 827
-
1 771 329
JPY
4
-
-4
41
GRIEGSEAFOOD 2 0 1 5 GROUP
The Group has investments in foreign subsidiaries whose net assets are exposed to foreign currency translation risk. Currency exposure
arising from the net assets of the Group’s foreign operations has previously been managed primarily through borrowings denominated in
the relevant foreign currencies.
The Group´s bank loans are now in NOK. The background is a wish to prevent the parameters of the financial framework from being affected
by foreign currencies, since all of the syndicated bank loans are measured in NOK.
The parent company has short and long-term loans to the subsidiaries denominated in these companies’ functional currency. All long-term
loans are considered to be equity in these companies, as they will not be repaid. The currency effect of loans are posted under “currency
effect of net investments” in consolidated comprehensive income. Numerical effects for 2015 and 2014 are presented below.
The currency effect of the net investments of subsidiaries is as follows:
Currency effect
Tax effect
Net effect charged against equity
2015
54 134
-14 616
39 518
2014
78 912
-21 306
57 606
Sensitivity analysis
Given a currency appreciation of NOK with 10% against USD, CAD, GBP and EUR on the balance sheet date 31.12.2015, the following effects
on net interest-bearing debt in TNOK can be expected.
10% appreciation against
Net effect on net interest-bearing debt
USD
4 689
EUR
19 788
GBP
236
CAD
-10 282
The reversed effect will take place if NOK depreciates with 10%
10% appreciation against
Monetary items - net effect on profit after tax
USD
5 579
EUR
117
GBP
12 506
CAD
9 399
The reversed effect will take place if NOK depreciates with 10%
Forward currency contracts
Forward currency contracts are classified at fair value through profit or loss as current assets or current liabilities, respectively. Changes
in fair value are recognised as financial expenses or financial income.
The following table shows the Group’s forward currency contracts as at 31.12.2014 and 31.12.2015:
Forward currency contracts as at 31.12.2015:
Amount
Bought
Amount
Weighted
hedging rate
Market rate
Maturity interval *)
5 550
51 070
2 826
9 032
299 059
193
CAD
NOK
NOK
NOK
NOK
NOK
7 562
483 247
24 311
117 080
21 448
244
1,3625
9,4625
8,6036
12,9631
0,0717
1,3884
05.01.16 - 12.02.16
9,6030
04.01.16 - 24.01.17
8,8206
05.01.16 - 08.02.16
13,0840
04.01.16 - 20.01.17
0,0733
05.01.16 - 08.02.16
05.01.16 - 07.01.16
Market value
in TNOK at
31.12.2015
-847
-9 420
-615
-1 196
-467
-4
-12 549
Sold
USD
EUR
USD
GBP
JPY
Other currency
Total
42
A N N U A L R E P O R T 2 0 1 5 GROUP
Forward currency contracts as at 31.12.2014:
Amount
Bought
Amount
14 700
30 353
9 197
255 907
CAD
NOK
NOK
NOK
16 655
268 825
65 730
15 679 635
Weighted
hedging rate
1,1326
8,7820
6,9798
0,0609
Market rate
Maturity interval *)
1,1612
27.02.15 - 29.06.15
9,0400
7,4500
02.01.15-23.01.15
02.01.15-23.01.15
Sold
USD
EUR
USD
JPY
Other
currency
Total
Market value
in TNOK at
31.12.2014
-2 695
-6 129
-2 825
-259
39
-11 869
*) The maturity is stated in intervals where there are several contracts.
(II) PRICE RISK
The Group is exposed to fluctuations in the spot prices for salmon, which is mainly determined by the global supply of salmon. The effect of
price changes is reduced by geographical diversification, but due to the long production cycle it can be difficult to respond rapidly to global
trends in market prices. Salmon is mainly traded at spot prices, and an increase in the global supply of salmon can result in a decline in
spot prices. When entering into a financial price contract, the buyer and the seller agree on a price and a fixed volume for future delivery.
In 2015, the Group has no financial price contracts, but the sales company Ocean Quality AS has secured contracts with customers. The
Group management continously analyses the price market and opportunities to enter into price contracts. In 2014, the Group entered into
financial price contracts for 2015 of 1445 tons.
(III) INTEREST RATE RISK
As the Group has no significant interest-bearing assets, its income and operating cash flows are largely independent of changes in market
rates. The Group’s interest rate risk arises from borrowings. Borrowings at variable rates expose the Group to cash flow interest rate risk.
Fixed interest contracts are used to reduce this risk. The level of fixed interest loans is insignificant. The Group monitors its interest rate
exposure continuously. The Group calculates the imact on profit and loss of a defined interest rate shift. For each simulation, the same
change in the interest rate is used for all currencies. The scenarios are run only for liabilities which represent major interest-bearing
positions.
Sensitivity calculations show the following expected values: If the interest rate had been 1% higher (lower) throughout the year, other
things being equal, the pre-tax profit would have been reduced (increased) by MNOK 17,7 in 2015 and MNOK 14,2 in 2014 due to the floating
rate of interest on loans and deposits. The sensitivity analysis is based on average net interest-bearing debt throughout 2015 and 2014,
notwithstanding concluded interest rate swap agreements.
Amounts in NOK 1000
Increase/reduction in interest rate points
2015
2014
Effect on profit before income tax
-/+ 1%
-/+ 17 704
-/+ 14 214
43
GRIEGSEAFOOD 2 0 1 5 GROUPINTEREST RATE SWAP AGREEMENTS
The purpose of the Group’s risk management activities is to establish an overview of the financial risk that exists at any given time and
to take protective steps which give more time to adapt to the changes that take place. With this purpose in mind, the Group has chosen to
employ interest rate swap agreements to establish greater stability for the Group’s loan interest expenses on variable rate. The Group has
decided that at any given time a certain percentage of its interest-bearing debt on variable rate in banks a.o. shall be hedged under interest
rate swap agreements. A specific proportion will always be at a floating rate, while the remainder will be subject to possible hedging. This
is under constant consideration, based on the market situation.
The interest rate swap agreements have a horizon of 2-4 years and whether these periods are to be rolled over is a matter of constant
evaluation.
The following table shows the Group’s interest rate swap agreements in TNOK, and the market value as at 31.12.2014 and 31.12.2015:
2015
Agreement
Fixed rate paid - floating rate received
Fixed rate paid - floating rate received
Fixed rate paid - floating rate received
Total
Principal
Fixed rate
400 000
200 000
200 000
1,69
2,34
2,40
Basis of
floating rate
Nibor 3 mth
Nibor 3 mth
Nibor 3 mth
The interest rate swap agreements are measured at market value excluding accrued interest.
2014
Agreement
Fixed rate paid - floating rate received
Fixed rate paid - floating rate received
Fixed rate paid - floating rate received
Total
Principal
Fixed rate
400 000
200 000
200 000
1,70
2,34
2,40
Basis of
floating rate
Nibor 3 mth
Nibor 3 mth
Nibor 3 mth
Duration
Market value
27.03.19
17.10.16
16.08.16
-10 380
-1 766
-2 409
-14 555
Duration
Market value
31.10.19
16.08.16
17.10.16
-8 603
-4 315
-4 980
-17 898
Similar to the forward currency contracts hedge accounting under IAS 39 is not applied to interest rate swap agreements. Change in value
of interest rate swap agreements thus affect the result, since these are accounted for at fair value through profit or loss, see description in
accounting principles (note 2). Recognised change in value (unrealized) is classified as financial income or expense.
FAIR VALUE, FINANCIAL ASSETS
Carrying value of derivatives and other financial instruments as at 31.12 is displayed below (TNOK). Carrying value equals fair value. Positive
value is classified as assets, negative value is classified as liabilities in the balance.
2015
2014
Assets
Short-term loan
Assets
Short-term loan
Forward currency contracts
Interest rate swap agreem. (3 contracts totalling MNOK
800 due in 2016 and 2019)
Financial salmon contracts
Sum financial instruments at fair value
0
0
0
0
-12 549
-14 555
0
-27 104
-11 869
-17 898
1 834
-27 932
0
0
0
44
A N N U A L R E P O R T 2 0 1 5 GROUP
CREDIT RISK
Credit risk is managed at Group level. Credit risk arises from transactions with derivatives and deposits in banks and financial institutions,
as well as from transactions with customers, including accounts receivable and fixed contracts. The Group has procedures to ensure that
products are only sold to customers with satisfactory creditworthiness. The company normally sells to new customers only on presentation
of a letter of credit or upon advance payment. Credit insurance is used when deemed appropriate. For customers who have a reliable track
record with the Group, sales up to a certain level agreed in advance are permitted without any security.
Factoring agreements have been concluded with Ocean Quality AS and Ocean Quality UK regarding accounts receivable, see further
information in note 12. All production is sold to Ocean Quality Group which in turn sells to external customers. As from 2015, this also
applies to production in BC, selling to Ocean Quality´s subsidiary in NA. It is the policy of Ocean Quality AS to secure the bulk of its sales
through credit insurance and bank guarantees.
The book value of financial assets represents the maximum credit exposure. The maximum credit risk exposure as at 31.12.2015 was as
follows:
Amounts in NOK 1000
Accounts receivable
Other receivables
Cash and cash equivalents
Total
Other receivables relates mainly to prepayments and VAT receivable.
AGE DISTRIBUTION OF ACCOUNTS RECEIVABLE
NOTE
22
23
21
Not due
Due
- 0-3 months
- more than 3 months
- more than 1 year
Total nominal value of accounts receivable
CHANGE IN PROVISION FOR BAD DEBTS
01.01.
Change in provision
At 31.12.
2015
581 904
145 767
392 020
1 119 691
2015
460 807
120 973
109 423
10 132
1 404
581 780
2015
1 704
3 275
4 979
2014
504 110
93 371
181 498
778 979
2014
158 298
95 745
78 787
7 574
9 384
254 043
2014
4 420
2 715
1 704
45
GRIEGSEAFOOD 2 0 1 5 GROUP
LIQIDITY RISK
The Group performs prudent liquidity risk management, which implies maintaining sufficient cash and marketable securities, the availability
of funding through sufficient credit facilities and the ability to close our market positions when considered appropriate. Due to the dynamic
nature of the underlying nature of the business, the Group aims to maintain flexibility in funding by keeping committed credit lines available.
In June 2015 the Company´s bank loans were expanded by MNOK 500 to ensure financing upon expiration of bond loans totalling MNOK
400. Simultaneously, Danske Bank exited the bank syndicate, leaving DNB and Nordea with 50% each. The financing agreement consists
of a total credit frame of MNOK 1 910, of which a long-term credit facility of MNOK 700. The Group redeemed the bond loan of MNOK 400
December 2015, by utilising the bank loan with MNOK 400. By year-end 2015, a total of MNOK 450 has been utilised of a total frame of
MNOK 700. This credit facility is classified as non-current liability, as it matures with the maturity of the mortgage loan in June 2019. For
further information about non-current liabilities, see note 12.
The management monitors the Group’s liquidity reserve comprising credit facilities (see note 12) and cash and cash equivalents (note 21)
based on expected cash flows. This is generally carried out at Group level in cooperation with the operating companies.
The following table shows a specification of the Group’s financial liabilites that are not derivatives, classified by structure of maturity. The
amounts in the table are undiscounted contractual cash flows. Note 12 shows the payment profile for the Group’s non-current liabilities.
31 December 2015
< 3 mth
3-12 mth
1-2 years
2-5 years
Over 5 years
Total
Long-term loan instalments
Loan interest - floating
Long-term credit facility
Short-term loan interest - floating
Finance leases
Finance lease interest
Accounts payable
Export credits
Factoring commitments
Total commitments
22 866
11 909
1 580
16 739
1 695
652 106
338 213
68 598
34 627
4 740
44 269
7 792
235
10 458
90 000
42 778
6 320
63 732
8 471
742
985 018
60 967
450 000
15 800
151 345
18 442
0
57 891
5 426
0
1 166 482
150 281
450 000
28 440
333 976
41 826
653 083
10 458
338 213
1 045 108
170 719
212 043
1 681 572
63 317
3 172 759
31 December 2014
< 3 mth
3-12 mth
1-2 years
2-5 years
Over 5 years
Total
Long-term loan instalments
Loan interest - floating
Long-term credit facility
Short-term loan interest - floating
Finance leases
Finance lease interest
Accounts payable
Export credits
Factoring commitments
Total commitments
2 904
15 486
0
1 580
13 936
3 080
360 358
195 560
592 904
464 761
45 329
0
4 740
40 347
8 642
0
9 527
91 464
23 806
0
6 320
51 606
9 772
0
667 363
46 617
200 000
15 800
110 174
21 097
0
24 485
1 250 977
0
0
0
73 598
9 124
0
131 238
200 000
28 440
289 661
51 715
360 358
9 527
195 560
573 346
182 968
1 061 051
107 207
2 517 476
Current and non current liabilities are met with available liquidity, available drawdown on short-term credit facility, as well as
positive cash flows from operations.
46
A N N U A L R E P O R T 2 0 1 5 GROUP
FAIR VALUE ESTIMATION
(I) FINANCIAL INSTRUMENTS
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques (see note 14).
The Group uses different methods and makes assumptions that are based on market conditions existing at each balance sheet date. The
fair value of forward foreign exchange contracts is determined using quoted forward exchange rates on the balance sheet date. The fair
value of financial salmon contracts is determined using forward prices from Fish Pool.
(II) ACCOUNTS RECEIVABLE AND PAYABLES
The nominal value less write-downs for realised losses on trade receivables and payables is assumed to correspond to the fair value of
these items. The fair value of financial liabilities is assumed to be close to the book value, as they nearly all carry a floating interest rate.
(III) BIOLOGICAL INVENTORIES
Fish in the sea is measured at fair value. As a consequence, the value of biological inventories will likely vary more than the value of
inventories based on cost. Fair value varies due to a number of reasons, including volatility in pricing of Atlantic salmon and factors related
to production, unpredictability of biological production and changes in the composition of inventories.
A sensitivity analysis of the prices of salmon as at 31.12.2015 and 31.12.2014 shows the following impact on the Group’s operating result
before tax (MNOK).
31 DECEMBER 2015
Price reduction per kg
Reduced profit after tax
Price increase per kg
Increased profit after tax
31 DECEMBER 2014
Price reduction per kg
Reduced profit after tax
Price increase per kg
Increased profit after tax
NOK 1
22 527
NOK 1
22 519
NOK 1
24 478
NOK 1
24 474
NOK 2
45 050
NOK 2
45 042
NOK 2
48 958
NOK 2
48 541
A sensitivity analysis of the full volume of Atlantic salmon as at 31.12.2015 shows the following impact on profit after tax (MNOK):
31 DECEMBER 2015
Increased volume in tons
Increased profit after tax
Reduced volume in tons
Reduced profit after tax
+ 10 %
92 443
- 10 %
83 860
47
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 4
CRITICAL ACCOUNTING
ESTIMATES AND JUDGEMENTS
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The management is required to make estimates and assumptions concerning the future which affect which accounting policies are to be
used and reported amounts for assets, liabilities and contingent liabilities in the balance sheet, as well as income and expenses for the
accounting year. Estimates, judgements and underlying assumptions are continuously evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the present circumstances. The final
results may diverge from these estimates. Changes in accounting estimates are included in the period when the estimates are changed.
ESTIMATED IMPAIRMENT OF GOODWILL, LICENCES AND PROPERTY, PLANT AND EQUIPMENT
The group tests annually whether goodwill and licences have suffered any impairment, in accordance with the accounting policy stated in
note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations
require the use of estimates of future cash flows from the cash-generating unit, and the application of a discount rate in order to calculate
the present value of future cash flows. Expectations of future cash flows will vary over time. Changes in market conditions and expected cash
flows can result in future impairment. The value of long-term growth in demand, the competitive situation, the strength of the production
link in the value chain and thereby also the expectations of the long-term profit margin are also of significance. The different parameters
could variously affect the value of the licences over time. Any change in these critical assumptions will entail related write-downs, or the
reversal of write-downs of the value of licences in accordance with the accounting policies described in note 2. Please also refer to note 10
for further remarks on tests related to value impairment.
BIOLOGICAL ASSETS
There are several factors which create uncertainty when estimating fair value of biological assets. Future prices, time of harvesting, carcass
and the remaining production cost. Salmon prices are highly volatile. The sale prices for harvestable fish is based on forward-prices and/or
the the most relevant price information available for the expected harvesting period. Changes in prices has the most significant impact on
the estimated fair value of biological assets. Sensitivity analysis regarding changes in prices, see note 3. The assumption of harvesting the
fish when it reaches 4 kg is also subject to uncertainty regarding the estimated growth. An estimated production cost is budgeted, which
take into account estimated feed prices, cost related to treatment of lice and other preparedness to avoid biolgical incidents. There are
uncertainty regarding the number of lice-treatments, the temperature in the sea and other weather conditions which influences the growth
and production cost. Se note 2 for accounting policies and note 9 for more information about valuation of biological assets.
48
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 5
CRITICAL ACCOUNTING
ESTIMATES AND JUDGEMENTS
Grieg Seafood Group consists of the following entities as at 31.12.2015:
Grieg Seafood Hjaltland UK Ltd including all subsidiary companies and Ocean Quality UK Ltd are resident in UK. Grieg Seafood BC Ltd and
Ocean Quality North America Ltd are resident in Canada. The rest of the companies are resident in Norway. Grieg Seafood ASA has a 60%
stake in Ocean Quality AS, the other subsidiaries are owned 100%.
CORPORATE STRUCTURE
GRIEG
SEAFOOD ASA
ERFJORD
STAMFISK AS
GRIEG SEAFOOD
ROGALAND AS
GRIEG SEAFOOD
HJALTLAND UK LTD
GRIEG SEAFOOD
FINNMARK AS
GRIEG SEAFOOD
CANADA AS
OCEAN
QUALITY AS
60%
GRIEG SEAFOOD
SHETLAND UK LTD
DORMANT/
UNDER AVVIKLING
Hjaltland Hatcheries Ltd
Hjaltland Seafarms Ltd
Lerwick Fish Traders Ltd
Shetland Product
Vidlin Seafarms Ltd
Collarfirth Salmon Ltd
Fisholm Ltd
SEGMENT STRUCTURE
GRIEG SEAFOOD
BC LTD
OCEAN
QUALITY UK
OCEAN
QUALITY NA
ROGALAND
(NOR)
FINNMARK
(NOR)
SHETLAND
(UK)
BRITISH COLUMBIA
(CAN)
GRIEG SEAFOOD
ROGALAND AS
GRIEG SEAFOOD
FINNMARK AS
GRIEG SEAFOOD
SHETLAND
GRIEG SEAFOOD
BC LTD
ERFJORD
STAMFISK AS
OCEAN
QUALITY NOR
OCEAN
QUALITY UK
OCEAN
QUALITY NA
OCEAN
QUALITY NOR
49
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 6
INFORMATION ABOUT
OCEAN QUALITY
As from 2015, Ocean Quality AS Group (OQ) was accounted for as a subsidiary in accordance with IFRS 10. Grieg Seafood held a discussion
with the Financial Supervisory Authority of Norway (FSA) from the autumn 2014, were questions were asked about the Group´s statement
of its investment in Ocean Quality (OQ AS). Grieg Seafood has accepted FSA´s proposal. The accounts for 2014 have been restated in the
annual report to be comparable with 2015.
OQ is owned 40 % by Bremnes Fryseri and 60 % by Grieg Seafood ASA. Grieg Seafood does not receive any of the profit from sale of fish from
Bremnes Fryseri, as the result is based on a skewed distribution of profit from the delivered volume from each shareholder, respectively.
Share of profit and share of equity in Bremnes Fryseri AS are presented as non-controlling interests.
As from 2015, OQ is reported as a segment, see note 8 for further information. The Group consists of Ocean Quality AS and its two fully
owned subsidiaries Ocean Quality UK and Ocean Quality NA (North America). See note 5 for an overview of the corporate structure. Below
stated the effect of revision shown for the income statement and balance sheet for 1.1.2014 and 31.12.2014.
Result
GSF ASA Group
Consolidation of OQ
Revised 2014
Operating income
Operating expenses
EBITDA
Depreciation
Operating profit before fair value adjustment of biological
assets
Fair value adjustment of biological assets
Operating profit
Share of profit from associated companies
Net financial items
Profit before tax
Tax
Profit of the year
ALLOCATION OF PROFIT OF THE YEAR:
Shareholders of parent company
Non-controlling interests
2 675 227
-2 193 761
481 466
-140 609
340 857
-127 108
213 749
2 865
-55 722
160 892
-22 806
138 086
138 086
0
1 486 258
-1 483 905
2 353
-108
2 246
3 371
5 617
0
5 447
11 063
-4 755
6 308
720
5 588
4 161 484
-3 677 666
483 819
-140 717
343 103
-123 737
219 366
2 865
-50 275
171 955
-27 561
144 394
138 806
5 588
50
A N N U A L R E P O R T 2 0 1 5 GROUPResult
BALANCE 31.12.14
Deferred tax assets
Intangible assets
Non-current assets
Financial assets
Inventories
Receivables
Cash and cash equivalents
Assets
Equity controlling interests
Equity non-controlling interests
Total equity
Pension liabilities and other liabilities
Other non-current liabilities
Current debt
Total equity and liabilities
BALANCE 01.01.14
Intangible assets
Non-current assets
Financial assets
Inventories
Receivables
Cash and cash equivalents
Assets
Equity controlling interests
Equity non-controlling interests
Total equity
Pension liabilities and other liabilities
Other non-current liabilities
Current debt
Total equity and liabilities
GSF ASA Group
Consolidation of OQ
Revised 2014
0
1 186 409
1 424 562
43 522
1 932 347
311 330
144 003
5 042 172
2 221 919
2 221 919
559 740
1 221 232
1 039 281
5 042 172
1 105 921
1 204 207
44 375
1 840 347
231 829
163 913
4 590 593
1 988 557
0
1 988 557
557 960
1 044 953
999 123
4 590 593
2 180
0
390
-19 558
2 766
286 151
37 495
309 424
175
19 357
19 532
778
0
289 114
309 424
0
420
-10 844
994
307 942
18 344
316 856
-543
13 767
13 224
173
0
303 460
316 857
2 180
1 186 409
1 424 952
23 964
1 935 113
597 481
181 498
5 351 597
2 222 094
19 357
2 241 451
560 518
1 221 232
1 328 395
5 351 597
1 105 921
1 204 627
33 531
1 841 341
539 771
182 257
4 907 449
1 988 014
13 767
2 001 781
558 133
1 044 953
1 302 583
4 907 450
51
GRIEGSEAFOOD 2 0 1 5 GROUPNOTE 7
INVESTMENTS IN ASSOCIATED
COMPANIES
Associated companies closely related to the Group operation and included in the Group´s value chain, are classified on a separate line in
the operating results. This applies where associated companies and jointly controlled ventures operate in the same position in the value
chain as the Group. As for 2015, OQ is consolidated as a subsidiary according to IFRS and termination as jointly controlled venture. Accounts
for 2014 are restated to be comparable with 2015. In Q2, the shares in Bokn Sjøservice AS were sold. In 2014, the shares in SalmoBreed
AS and Isopro AS were sold.
2015
Equity
interest
Book value at
01.01.2015
Share of the
result for the
year
Changes
during the
period
Book value at
31.12.2015
ASSOCIATED COMPANIES CLASSIFIED AS OPERATIONS
Bokn Sjøservice AS (sold 2015)
Finnmark Brønnbåtrederi AS
50,0 %
49,9 %
5 272
9 325
1 296
5 698
-6 568
-
15 024
Total associated companies classified
as operations
14 598
6 994
-6 568
15 024
ASSOCIATED COMPANIES CLASSIFIED ON SEPARATE LINE IN OPERATING RESULTS
Salten Stamfisk AS
34,0 %
7 780
3 142
10 922
Total associated companies classified
on separate line in operating results
Total investments in associated
companies and jointly controlled
ventures
7 780
3 142
-
10 922
22 379
10 136
-6 568
25 947
2014
Equity
interest
Book value at
01.01.2014
Share of the
result for the
year
Transfers
from the
company
(dividends)
Changes
during the
period
Book value at
31.12.2014
ASSOCIATED COMPANIES CLASSIFIED AS OPERATIONS
Bokn Sjøservice AS
Finnmark Brønnbåtrederi AS
SalmoBreed AS (sold 2014)
Isopro AS (sold 2014)
Total associated companies classified
as operations
50,0 %
49,9 %
27,5 %
20,0 %
6 431
9 490
6 231
991
-1 159
4 326
409
-
-4 491
-6 640
-991
5 272
9 325
-
-
23 143
3 576
-4 491
-7 631
14 596
ASSOCIATED COMPANIES CLASSIFIED ON SEPARATE LINE IN OPERATING RESULTS
Salten Stamfisk AS
34,0 %
4 915
2 865
7 780
Total associated companies classified
on separate line in operating results
4 915
2 865
-
-
7 780
Total investments in associated companies and jointly
controlled ventures
28 058
6 441
-4 491
-7 631
22 379
52
A N N U A L R E P O R T 2 0 1 5 GROUP
Summarised preliminary financial information on individual associated companies, on 100% basis. All companies have the same financial
year as the Group. Bokn Sjøservice AS is sold and removed from the list.
2015
Total assets at
31.12.2015
Total liabilities at
31.12.2015
Total equity at
31.12.2015
Operating
income
Pre-tax profit/
loss
Finnmark Brønnbåtrederi AS
Salten Stamfisk AS
53 299
60 562
34 610
38 086
18 689
22 476
17 408
60 461
6 175
10 747
Total assets at
31.12.2014
Total liabilities at
31.12.2014
Total equity at
31.12.2014
Operating
income
Pre-tax profit/
loss
2014
Bokn Sjøservice AS
Finnmark Brønnbåtrederi AS
Salten Stamfisk AS
Ocean Quality AS
14 463
49 090
58 047
1 556
27 617
43 987
171 475
145 119
13 085
21 473
14 060
26 355
SALE OF SHARES IN ASSOCIATED
COMPANIES
Bokn Sjøservice
AS
Total 2015
Salmon Breed
AS
Proceeds net of expenses
Book value on sales date
Book profit
7 973
-6 568
1 405
7 973
-6 568
1 405
66 966
-6 640
60 326
9 352
15 887
55 787
2 989 984
Isopro
AS
4 480
-991
3 489
139
4 175
8 344
15 781
Total 2014
71 446
-7 631
63 815
All shares were sold in 2015. Book profit in the Group is included in other gains/losses in the operating income statement.
In 2014, all shares in Salmon Breed AS and Isopro AS were sold. Book profit is includen in other gains/losses.
ASSOCIATED COMPANIES - CONDENSED FINANCIAL INFORMATION
All associated companies are accounted for using NGaap. There would be no significant differences if the financial statements were reported
in accordance with IFRS.
The accounts for 2015 are preliminary figures, except Finnmark Brønnbåtrederi AS, where the General Assembly has approved the
statement.
(Amounts in TNOK)
CONDENSED BALANCE SHEET
Property, plant and equipment
Current assets
Total assets
Non-current liabilities
Current liabilities
Equity
CONDENSED PROFIT AND LOSS ACCOUNT
Sales revenues
Operating expenses
Profit before taxes
Net financial expenses
Taxes
Profit of the year after taxes
Finnmark Brønnbåtrederi AS
Salten Stamfisk AS
2015
137
30 179
30 316
-
210
30 106
14 603
-2 399
12 204
-786
11 418
2014
36 270
17 029
53 299
22 311
12 300
18 689
17 408
-10 283
7 125
-950
41
6 215
2015
35 765
57 905
93 670
14 111
44 563
34 996
36 132
-31 595
4 537
-278
4 259
2014
20 115
40 447
60 562
9 468
28 618
22 476
60 461
-49 393
11 068
-322
-2 617
8 130
Dividend received from associated companies
-
4 491
-
-
53
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 8
SEGMENT INFORMATION
The operational segments are identified on the basis of the reports which the Group management (chief operating decision-maker) uses
to assess performance and profitability at strategic level.
The Group management assess our business activities from a geographical standpoint, based on the location of assets. The Group has only
one production segment: the production of farmed salmon. Geographically, the management assess the results of production in Rogaland
- Norway, Finnmark - Norway, BC - Canada and Shetland - UK.
The Group management assess the results from the segments based on the adjusted operating result (EBIT) before value adjustment. The
method of measurement excludes the effect of non-recurring costs, such as restructuring costs, legal costs on acquisition and amortisation
of goodwill and intangible assets when amortisation is a result of an isolated event which is not expected to recur. The measurement method
also excludes the effect of share options which are settled in shares, as well as unrealised gains and losses on financial instruments.
The Group’s customers are divided into different geographical markets. All sales in Norway are channelled through the sales company
Ocean Quality AS, which is a sales company in collaboration with Bremnes Fryseri AS. Grieg Seafood ASA owns 60% of Ocean Quality
AS (see note 6 for further information). Therefore, Norway shows the aggregate figures for the Norwegian market. Ocean Quality is fully
consolidated and exists as a part of the segment Norway.
Markets
EU
UK
USA
Canada
Russia
Asia
Other markets
Total
UK
Norge
382 346
2 185 598
260 555
95 505
2 449
0
122 702
19 269
75 877
38 612
3 973
198 621
556 464
31 545
BC
0
0
512 974
118 837
0
34 192
0
Elim.
SALES REVENUE 2015
SALES REVENUE 2014
-13 055
2 554 891
55 % 2 289 876
-647
-10 413
-34
-1 694
-4 747
-269
335 785
636 679
125 226
196 927
708 613
50 546
7 %
14 %
3 %
4 %
15 %
1 %
785 906
318 017
10 580
199 244
441 522
54 398
56 %
19 %
8 %
0 %
5 %
11 %
1 %
882 826
3 090 690
666 003
-30 859
4 608 667
100 % 4 099 543
100 %
Geographical segments
Sales revenues
Other income *)
Other gain/loss *)
Share of results from associated
companies
Norway
Rogaland
Norway
Finmark
Canada
BC
UK
Shetland
2015
2014
2015
2014
2015
2014
2015
2014
661 204
571 150
797 872
975 291
573 900
280 399
773 526
852 455
1 316
3 191
1 558
1 272
0
2 158
6 668
3 958
22 064
-2 427
-4 903
0
21 540
1 260
1 369
204
436
148
5 488
3 367
8 712
6 955
6 820
0
Operating costs before depreciation
-556 387
-471 159
-627 345
-738 267
-564 388
-300 445
-863 896
-738 870
Operating result before
depreciation
114 812
106 188
181 397
254 605
35 969
-24 949
-68 246
116 418
Depreciation and amortisation
-31 296
-28 353
-57 393
-48 671
-22 659
-22 861
-96 587
-34 923
Operating result before fair value
adjustment
83 516
77 835
124 004
205 934
13 310
-47 810
-164 833
81 495
Assets (excl. associated companies)
1 114 545
1 074 770
1 519 499
1 363 728
867 014
829 963
1 454 857
1 690 186
Associated companies
Total assets - Group
0
5 272
15 024
9 326
0
0
0
0
1 114 545
1 080 042
1 534 523
1 373 054
867 014
829 963
1 454 857
1 690 186
Liabilities
503 508
506 808
658 857
584 171
623 445
581 841
1 286 739
1 194 508
Total liabilities - Group
503 508
506 808
658 857
584 171
623 445
581 841
1 286 739
1 194 508
54
A N N U A L R E P O R T 2 0 1 5 GROUPSegments
OQ Group AS
Others/eliminations *)
Grieg Seafood Group
Sales revenues
Other income *)
Other gain/loss *)
2015
2014
2015
2014
2015
2014
4 542 946
3 555 371
-2 740 781
-2 135 123
4 608 667
4 099 543
0
0
-15 100
-9 174
0
-3 476
-14 174
-6 667
66 600
-6 950
44 921
-15 218
6 994
2 819
59 122
3 576
Share of results from associated companies
0
0
Operating costs before depreciation
-4 412 807
-3 519 073
2 640 770
2 086 573
-4 384 053
-3 681 241
Operating result before depreciation
115 039
27 124
-117 661
Depreciation and amortisation
-359
-108
-5 275
Operating result before fair value adjustment
114 680
27 016
-122 936
4 432
-5 801
-1 369
261 311
483 819
-213 569
-140 717
47 742
343 103
Assets (excl. associated companies)
723 008
310 916
0
0
723 008
310 916
230 907
10 923
241 830
59 655
5 909 830
5 329 218
7 781
25 947
22 379
67 436
5 935 777
5 351 597
Associated companies
Total assets - Group
Liabilities
Total liabilities - Group
OPERATING RESULT FOR SEGMENTS
Operating result before fair value adjustment
Fair value adjustment of biological assets
Operating result
Share of result from associated company (see note 7)
Net financial items (specification in note 25)
Profit before income tax
Estimated taxes
Profit for the year
*) Others/eliminations
666 079
666 079
271 351
271 351
-40 364
-40 364
-28 533
3 698 264
3 110 146
-28 533
3 698 264
3 110 146
2015
47 742
33 209
80 951
3 142
-93 301
-9 208
13 574
4 366
2014
343 103
-123 737
219 366
2 865
-50 276
171 955
-27 561
144 394
Other items include the results of activities conducted by the parent company and other Group companies that are not geared for production.
There is elimination of internal transactions between subsidiaries and parent company and other items belonging to the parent company.
Other gains and losses on sale of shares, assets and foreign currency contracts. See note 7 for information about gains on sale of shares.
Other income is mainly the settlement of insurance and other services not directly related to production.
The parent company owns software and other office equipment and has accounts payable and other current payables.
55
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 9
BIOLOGICAL ASSETS AND OTHER
INVENTORIES
Biological assets at 01.01.
Currency translation differences
Increase due to purchases of fish
Increase due to production
Decrease due to extraordinary mortality/loss
Decrease due to sales
Fair value adjustment at 01.01
Fair value adjustment in connection with business acquisition
Fair value adjustment at 31.12
TONS
2015
51 258
N/A
0
121 323
-3 265
-124 492
N/A
N/A
N/A
2014
50 567
N/A
253
80 962
-2 705
-77 819
N/A
N/A
N/A
TNOK
2015
2014
1 844 097
1 766 332
44 712
0
2 382 410
-104 526
79 081
12 768
2 044 136
-94 378
-2 268 770
-1 847 117
-281 285
N/A
312 479
-398 011
N/A
281 285
Book value of biological assets at 31.12.
44 824
51 258
1 929 117
1 844 096
Recognised fair value adjustment of biological assets
Gain & loss arising from price contracts
33 209
-125 714
-
1 977
Recognised fair value adjustment of biological assets incl. fair value of price hedging contracts
33 209
-123 737
The accounting treatment of live fish by companies applying IFRS is regulated by IAS 41 Agriculture. The basic principle is that such assets
shall be measured at fair value. The fair value of biological assets (fish in the sea) for fish over 1 kg is based on forward prices from Fish
Pool for Norway. For foreign countries, the most relevant price information that is available for the period when the fish is expected to be
harvested, has been used. The price is adjusted proportionately to take account of how far the growth cycle has progressed. The price is
adjusted for quality differences (superior, ordinary and process), together with the cost of logistics. The volume is adjusted for gutting loss.
Fish in the sea with an average weight over 4 kg (mature fish) are assessed at their full value at the balance sheet day of harvesting. The
best estimate for fish under 1 kg is considered to be the accumulated cost. Fish < 1 kg are included in the group which includes smolt
and broodstock in the table. For further information, please refer to the note on accounting policies (note 2).
56
A N N U A L R E P O R T 2 0 1 5 GROUPSTATUS OF BIOLOGICAL ASSETS AT 31.12.15
Smolt/broodstock/biological assets with round
weight < 1 kg
Biological assets with round weight 1 - 4 kg
Biological assets with round weight > 4 kg
Total
STATUS OF BIOLOGICAL ASSETS AT 31.12.14
Smolt/broodstock/biological assets with round
weight < 1 kg
Biological assets with round weight 1 - 4 kg
Biological assets with round weight > 4 kg
Total
BASIS FOR VALUES 31.12.15:
Weighted price in relation to volume
Weighted price in relation to volume
Source
Number of
fish (1 000)
Biological
assets (tons)
Accrued cost
of production
Fair value
adjustment
Book value
35 055
12 131
2 333
49 520
5 753
30 713
11 622
48 089
434 136
873 217
309 283
1 616 635
0
167 292
145 188
312 480
434 136
1 040 509
454 470
1 929 115
Number of
fish (1 000)
Biological
assets (tons)
Accrued cost
of production
Fair value
adjustment
Book value
28 912
14 333
2 578
45 823
> 4 kilo
1 - 4 kilo
4 600
33 303
13 355
51 258
BC
CAD 7,4
CAD 7,4
310 939
915 236
336 636
1 562 812
Shetland
GBP 4,30
GBP 3,70
Fish Pool
Fish Pool
0
164 474
116 811
281 285
Norge
NOK 52,1
NOK 44,0
Fish Pool
310 939
1 079 710
453 447
1 844 097
Forward prices from Fish Pool as stated above are deducted of expected quality reduction and before logistics expenses.
The standard deduction for quality reduction is considered.
Forward prices are weighted in relation to intended harvesting period. The price for BC is based on forward price in Norway adjusted for
own historical difference in price levels between Norway and Canada. The same principle applies for Shetland.
Self budgeted harvesting and logistics expenses are assumed.
Forward exchange rates are used to translate price into CAD and GBP relative to the period of harvesting.
OTHER INVENTORIES
Raw materials (feed) at cost price
Roe
Other (frozen fish, supplementary products)
Total inventories
Impairment of inventories accounted for at year-end
PURCHASE COST OF THE YEAR
Inventories at 01.01 (inverted number)
Purchases for the year (incl. Change in accrued cost of production)
Inventories at 31.12.
Purchase cost of the year
2015
72 363
11 810
6 694
90 867
1 027
2015
-91 016
-2 738 777
90 867
-2 738 926
2014
59 268
8 200
23 548
91 016
17 812
2014
-75 009
-2 309 286
91 016
-2 293 279
The purchase cost of the year mainly comprises feed, roe, vaccination and medicines.
57
GRIEGSEAFOOD 2 0 1 5 GROUPThe Group applies an internal rule of impairment in cases of extraordinary loss/mortality. Such impairment is recognised on a straight-line
basis as parts of cost of sales through profit/loss.
Information about recognised fair value of extraordinary loss/mortality is based on the same rule as calculation of fair value-adjusted
biological assets.
EXTRAORDINARY LOSS/MORTALITY
Rogaland
Finnmark
Shetland
British Columbia
Total
2015
2014
Cost of
production
Fair value
Cost of
production
Fair value
16 660
10 448
39 061
38 357
26 688
12 147
49 030
40 399
104 526
128 264
35 222
9 320
30 525
19 311
94 378
42 753
9 673
43 396
21 632
117 455
2015
Smolt/broodstock/biological assets with round
weight < 1 kg
Biological assets with round weight 1 - 4 kg
Biological assets with round weight > 4 kg
Total
2014
Smolt/broodstock/biological assets with round
weight < 1 kg
Biological assets with round weight 1 - 4 kg
Biological assets with round weight > 4 kg
Total
Number of
fish (1 000)
Biological
assets (tons)
Accrued cost
of production
Fair value
adjustment
Fair value
1 129
518
296
1 944
603
1 438
1 224
3 265
25 311
43 803
35 411
104 526
0
16 044
7 694
23 738
25 311
59 847
43 105
128 264
Number of
fish (1 000)
Biological
assets (tons)
Accrued cost
of production
Fair value
adjustment
Fair value
1 346
1 383
54
2 784
550
1 889
266
2 705
25 146
53 171
16 061
94 378
0
20 426
2 650
23 076
25 146
73 597
18 712
117 455
In Rogaland the main cause of extraordinary loss/mortality is PD (Pancreas Disease). In the first half of 2014 mortality due to heart failure
(CMS) was also registered.
In Finnmark IPN (Infectious Pancreatic Necrosis) and Tenacibaculum comprise the main cause for extraordinary mortality. Some mortality
due to delousing has occurred. A large proportion of the mortality is related to small fish, hence adjusted fair value does not deviate much
from cost of production.
In Shetland sea lice, gill problems and seal have caused mortality both years.
In BC, mortality occurs due to low levels of oxygen in the sea, as well as planktonic algae. Furunculosis has also been a challenge in the
fish hatchery. Fair value of the impairment in BC is fairly low relative to production cost due to a high proportion of small fish < 1 kilo in
the mortality, where the best estimate of fair value is assumed to be the accumulated cost.
58
A N N U A L R E P O R T 2 0 1 5 GROUP
NOTE 10
INTANGIBLE ASSETS
"Other intangible assets" consist mainly of software.
2015
Book value at 01.01.
Currency translation differences
Intangible assets purchased
Amortisation
Book value at 31.12.
As at 31.12.
Acquisition cost
Accumulated amortisation
Accumulated impairment
Book value at 31.12.
2014
Book value at 01.01.
Currency translation differences
Reclassification property, plant &
equipment
Intangible assets purchased *)
Amortisation
Book value at 31.12.
As at 31.12.
Acquisition cost
Accumulated amortisation
Accumulated impairment
Book value at 31.12.
Goodwill
108 708
1 154
784
-89 603
110 647
Goodwill
107 310
1 398
0
0
0
-89 603
108 708
Fish farming
licences indefinite
lives
Fish farming
licences definite
lives
Other intangible
assets
1 043 258
20 140
4 048
-13
22 926
-243
4 566
-1 344
25 905
11 517
29
9 253
-3 806
16 993
110 647
1 067 433
200 250
1 067 446
-13
51 837
-25 932
31 436
-14 443
1 067 433
25 905
16 993
1 220 977
Fish farming
licences indefinite
lives
Fish farming
licences definite
lives
Other intangible
assets
972 599
30 659
0
40 000
0
21 467
2 481
0
188
-1 210
22 926
4 545
-463
3 341
8 106
-4 012
11 517
108 708
1 043 258
Total
1 186 409
21 080
18 651
-5 163
1 220 977
1 350 968
-40 388
-89 603
Total
1 105 921
34 075
3 341
48 294
-5 222
1 186 409
1 311 237
-35 225
-89 603
198 311
1 043 258
0
47 514
-24 588
22 154
-10 637
1 043 258
22 926
11 517
1 186 409
*) Purchase of "fish farming licences indefinite lives" relates to purchase of green licences in Finnmark. The licences were paid for in
2015
59
GRIEGSEAFOOD 2 0 1 5 GROUP
LICENCES
The tables below display an overview of the different licences in the Group. See note 2 for further information about licences.
NORWAY:
LICENCE CATEGORY
Grow-out licences
R&D permit
Broodstock
Smolt
Harvesting cage
UK:
PLANT/AREA
Setterness and Gonfirth
Railsbrough and Wadbister Woe
North Havra
South of Linga and Foraness
West of Burwick and Merry Holm
Fish Holm
Easter Score Holm, North Papa and Wester Quarff
Whalsay, Swining 2 & 3
Collafirth 3
Gob na Hoe and Leinish (west of Scotland)
Hillswick, Hamar, Roe Sound and Heights
Spoose Holm and Setter
Haminavoe
Total
IMPAIRMENT TEST FOR GOODWILL AND LICENCES
Total number
Total volume
PLANT/AREA
Capacity (tons)
BC:
37
1
3
4
2
33 435 tn
780 tn
2 340 tn
Ahlstrom
Atrevida
Barnes bay
12 700 000 fish
Bennet Point
1 106 tn
Conception
Capacity (tons)
Culloden
Esperanza
Gore
Hecate
22 297
Kunechin
Muchalat N.
Muchalat S.
Newcomb
Salten
Site 13
Site 9
Streamer Point
Vantage
Williamson
Total
1 843
1 496
3 845
2 672
1 910
4 925
5 760
1 500
3 721
2 247
2 000
1 910
56 126
1 100
3 300
3 000
4 400
4 100
1 500
3 600
4 100
4 000
1 500
4 100
3 600
1 000
1 500
900
1 500
3 600
1 500
3 900
52 200
Goodwill and licences were not impaired in 2015 or 2014. Goodwill and licences with an indefinite economic life are subject to an annual
impairment test. Impairment tests are performed more frequently if there are indications of a decline in value. Licences with definite useful
lives are tested for impairment only if there are indications of a decline in value. Estimated value in use is used as a basis for calculating
the recoverable amount. Impairment occurs when the carrying value is higher than the recoverable amount.
Cash generating unit
BC - Canada
Finnmark
Shetland - UK
Rogaland (incl. Erfjord Stamfisk)
Total value
Location
Book value of
related goodwill
Book value
of licences
Canada
Norge
UK
Norge
10 159
0
80 025
20 463
110 647
159 510
299 814
499 040
134 974
1 093 338
1 203 985
Total
169 669
299 814
579 065
155 437
Goodwill relates to the acquisition of the subsidiary companies. Goodwill is allocated to the Group’s cash-generating units (CGU) identified
according to the operating segment. An annual impairment test for goodwill and licences has been carried out. The recoverable amount of
a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets
from the respective cash generating units covering a three-year period. Cash flows beyond the three-year period are extrapolated using
the estimated growth rates stated below. The estimated growth rate corresponds with expected inflation.
60
A N N U A L R E P O R T 2 0 1 5 GROUP
THE ASSUMPTIONS USED FOR VALUE-IN-USE CALCULATIONS ARE AS FOLLOWS:
Unit
Budget period
Increase in revenues in budget period
BC - Canada
Finnmark
Shetland - UK
Rogaland
3 years
36 %
3 years
53 %
3 years
14 %
3 years
34 %
Ebitda margin 1)
23% - 13%
29% - 23%
12% -17%
27% -22%
Ebitda margin in terminal period
Harvest growth - tons 2)
Required rate of return 3)
Growth rate 4)
14 %
27 %
8,5 %
1,0 %
23 %
56 %
8,5 %
1,0 %
17 %
27 %
8,5 %
1,0 %
21 %
35 %
8,5 %
1,0 %
As stated above, the budget period/explicit period is 3 years. Estimated increase in revenue in the budget period thus indicates revenue
increase in 2018 compared to income in 2015.
Estimated future price levels are calculated from Fish Pool´s projections and takes into account quality reduction and freight. Other
comments/explanations to assumptions in the impairment test is presented below;
historical price levels and forward markets.
1. Budgeted EBITDA margin. The margin varies in the budget period, due to a.o. variations in estimated production.
2. The growth rate of the harvested volume in the budget period (nominal growth rate) measured against 2015 volume. Over time a
corresponding increase in output is assumed.
3. Weighted required return on capital employed before tax. Cash flow forecasts are thus estimated before taxes.
4. Weighted average growth rate used to extrapolate cash flows beyond the budget period. In the years after 2018, the annual reinvestment
is assumed to be equal to the annual depreciation.
EBITDA MARGIN IN BUDGET AND TERMINAL PERIOD
The budgeted EBITDA margin is based on past performance, expected cost of production and expectations of market development. The
increased harvest volume is based on an increase in utilisation of existing production capacity, reflecting the new smolt strategy. In the
course of 2015 all of the regions have started to produce their own smolt in recycling plants. This will reduce the production cost pr. smolt
and increase the quality of the smolt, which in turn will improve the biology in the sea. The use of different sizes of smolt and better planning
of timing of seastocking, will give us a better utilisation of MTB. This will lead to increased production that will also contribute to reducing
the cost measured per kg. For all regions, it is assumed a significant increase in harvest volumes in the budget period. Increased harvest
volumes will contribute to increased earnings in the terminal.
Finnmark has been granted 4 green licences, and the expectation is to reach harvesting of more than 1,000 tons per year per licence. It
is therefore assumed a significant increase in harvest volumes. In 2015, a restructuring of the localities has been implemented that will
provide impact in the next few years. In Rogaland, an increase in harvest volumes is assumed through bringing down production time in
sea by using larger smolts. In the UK, the hatchery has been completed, and a restructuring towards reduced time in sea from 24 months
to 18 months will bring down the biological risk. The expected growth in BC’s revenue are significant and is related to the low prices in the
USA in 2015. Therefore, a significant increase in the price is expected. Assumptions in the terminal are based on the budget for 2018, but
with some adjustments to reflect EBIT/kg in the benchmark and the Group’s own historical results. The applied discount rates are pre-tax
and reflect specific risks relating to the relevant operating segments.
SENSITIVITY ANALYSIS
Value-in-use is sensitive to changes in the assumptions made. The most important are requirement for return and Ebit per kg. The
sensitivity analysis covers the entire period, including the terminal value. The conclusion of the analysis is no need for impairment in any of
the segments, except for Shetland where an isolated change in assumptions by increasing 1.0% points in the requirement for return-rate
or reduction in EBIT per kilo by -1, will result in impairments of respectivel 50 MNOK and 129 MNOK.
61
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 11
TANGIBLE FIXED ASSETS
2015
Book value at 01.01.
Currency translation differences
Reclassification of fixed assets
Tangible fixed assets acquired *)
Tangibe fixed assets sold
Amortisation **)
Depreciation
Book value 31.12.
AS AT 31.12.
Acquisition cost
Accumulated depreciation
Accumulated amortisation
Book value at 31.12.
Book value of finance leases included above
Depreciation of finance leases included above
Of which book value of property not depreciable
2014
Book value at 01.01.
Currency translation differences
Reclassification of fixed assets
Tangible fixed assets acquired*
Tangibe fixed assets sold
Depreciation
Currency translation differences depreciation
Book value at 31.12.
AS AT 31.12.
Acquisition cost
Accumulated depreciation
Book value at 31.12.
Plant,
equipment
and other
fixtures
Buildings/
property
362 070
14 989
28 030
29 651
0
-16 421
418 318
687 432
33 205
-28 314
58 193
-850
-46 195
-69 056
634 414
597 809
1 329 725
-179 491
-649 116
0
418 318
1 284
-33
23 405
-46 195
634 414
178 955
-17 821
Plant,
equipment
and other
fixtures
Buildings/
property
319 699
14 635
0
41 235
0
-12 994
-505
362 070
591 682
40 326
0
125 709
-1 159
-65 144
-3 982
687 432
Vessels/
barges
296 702
Other
equipment
Total
78 748
1 424 952
8 646
2 302
103 120
-1 556
-58 972
350 242
-76
-2 017
73 086
-184
56 764
0
264 050
-2 590
-46 195
-17 763
131 795
-162 211
1 534 770
825 186
-474 945
0
250 378
3 003 098
-118 583
-1 422 134
0
-46 195
350 242
131 795
1 534 770
115 676
-16 367
95 843
-8 109
391 757
-20 958
Vessels/
barges
Other
equipment
Total
218 480
12 340
0
114 521
-2 696
-43 921
-2 022
296 702
74 766
1 204 627
520
-3 341
22 095
-1 912
67 821
-3 341
303 560
-5 767
-13 436
-135 495
56
-6 453
78 748
1 424 952
525 140
1 267 492
-163 070
362 070
-580 060
687 432
712 675
-415 973
296 702
179 568
2 684 875
-100 820
-1 259 923
78 748
1 424 952
Book value of finance leases included above
Depreciation of finance leases included above
Of which book value of property not depreciable
1 317
-21
27 988
190 980
-25 085
102 337
-35 285
41 231
-5 280
335 865
-65 671
*) Investments mainly comprise maintenance, plus investments in order to initiate production of the green licences in Finnmark.
**) In Q3 2015, it was decided to sell the smokehouse and filleting production in Shetland. In this connection, impairment of equipment
belonging to this production has been made.
62
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 12 BORROWINGS AND
FINANCE LEASES
In June 2015 the Group´s bank loans were extended with MNOK 500 to provide financing upon maturity of a mortgage loan of MNOK 400.
Simultaneously, Danske Bank exited the bank syndicate, and DNB and Nordea now own 50% each. The financing agreement consists of a
total frame of MNOK 1 910, of which a long-term credit facility of MNOK 700. The Company fully redeemed the mortgage loan with MNOK
400 in December 2015, through utilisation of the bank loan with MNOK 400. At year-end, a total of MNOK 450 is utilised of a total frame of
MNOK 700.
The finance agreement includes covenants related to book equity exclusive Ocean Quality AS consolidated accounts of 35%, a revolving NIBD
/ EBITDA ratio of 5.0 if the book equity ratio is higher than 40% and 4.5 if the book equity ratio is between 35% and 40%. Grieg Seafood ASA
equity is 41% exclusive Ocean Quality consolidated. As at 31.12.2015 the Company has been granted extention of the covenants related to
NIBD/EBITDA. Hence, the Company is in compliance with all covenants at year-end. The extention is valid for Q1 2016.
A factoring agreement has been concluded with Ocean Quality AS in Norway and UK. Credit insured receivables are transferred to the
factoring companies. This ensures early settlement of receivables. The Group retains the risk related to accounts receivable. Funding
received from the factoring company before the counterparty has paid is recognised as factoring debt, which is interest bearing. The
factoring agreement includes covenants comprising a.o. required minimum book equity in Ocean Quality AS. At year-end Ocean Quality
Group was in breach of loan covenants. The company has been granted extention for this loan covenant in 2016.
NON-CURRENT LIABILITIES AND FINANCIAL LEASE OBLIGATIONS (INTEREST-BEARING DEBT)
Liabilites to credit institutions and mortgage debt before amortisation effect
Long-term credit facility *)
Finance lease liabilities
Total
NON-CURRENT LIABILITIES, NON-INTEREST BEARING
Subordinated loans
Other long-term non-interest bearing borrowings
Total
Amortisation effect of loans
Total non-current loans and finance lease liabilities
2015
1 075 000
450 000
272 968
2014
766 465
200 000
236 430
1 797 968
1 202 895
21 425
954
22 379
22 795
845
23 640
-6 739
-7 637
1 813 608
1 218 898
* ) The Company has in 2015 a total non-current credit facility of MNOK 700. As at 31.12.2015 this was utilised with MNOK 450.
CURRENT INTEREST-BEARING LIABILITIES
Current portion of long-term borrowings
Bond loan
Current portion of finance lease liabilities
Factoring debt
Export loans
Total current interest-bearing liabilities
*) The bond loan expired in 2015
NET INTEREST-BEARING DEBT
Total non-current interest-bearing liabilities (see above)
Total current interest-bearing liabilities (see above)
Gross interest-bearing debt
Cash and cash equivalents
Loans to associated companies
Net interest-bearing debt
Net interest-bearing debt, excluded of factoring debt
2015
91 464
0
61 008
338 231
10 458
501 161
2014
91 614
400 000
53 231
195 560
9 527
749 932
2015
2014
1 797 968
1 202 895
501 161
749 932
2 299 129
1 952 827
392 020
181 498
0
1 907 109
1 568 878
0
1 771 329
1 575 769
63
GRIEGSEAFOOD 2 0 1 5 GROUPSum
22 380
1 159 725
450 000
333 976
PAYMENT PROFILE NON-CURRENT LIABILITIES
Non-current non interest-bearing liabilities
2016
0
2017
0
2018
0
2019
Deretter
22 380
Borrowings
Non-current credit facility
Finance lease liabilties
Total
LIABILITIES SECURED BY MORTGAGE/CHARGE ON ASSETS:
Liabilities to credit institutions incl. finance leases
ASSETS PLEDGED AS SECURITY
Licences
Fixed assets
Accounts receivable
Inventories and biological assets
Investments in joint ventures
Total assets pledged as security
91 464
90 000
90 000
0
0
0
61 008
63 732
50 449
888 261
450 000
50 449
108 338
152 472
153 732
140 449
1 388 710
130 718
1 966 081
2015
2014
2 299 129
1 952 827
2015
2014
1 093 338
1 066 184
1 534 770
1 424 562
581 904
504 110
2 019 982
1 935 113
0
0
5 229 994
4 929 969
Pledges include shares in subsidiaries. The book value of these shares is 0 in the consolidated accounts.
DESCRIPTION OF DEBT
Currency
Fixed or
floating
interest
rate
Effective
interest
rate
Final
maturity
(mth/year)
Current
portion
Non-
current
portion
Current
portion
Non-
current
portion
2015
2014
NOK
Floating
Price grid
06/2019
90 000
1 068 261
90 000
757 363
NOK
NOK
NOK
Floating
Price grid
06/2019
Floating
Price grid
12/2015
0
0
Floating
Price grid
10/2016
1 464
450 000
0
200 000
0
0
400 000
1 614
0
1 465
GBP
GBP
Floating
Fixed
0,0 %
3,20 %
12/2018
04/2014
GBP
Multi
Floating
2015
0
0
2015
10 458
338 231
2014
0
0
2014
9 527
195 560
954
0
0
0
845
0
0
0
61 008
272 968
53 231
236 429
21 425
22 795
501 161
1 813 608
749 932
1 218 898
GRIEG SEAFOOD ASA
Syndicate loan
non-current
Syndicate loan -
credit facility*)
Bond loan
Other loans
GRIEG SEAFOOD HJALTLAND
SLAP
Export loan
OCEAN QUALITY
Export loan
Factoring debt
Finance leases liabilities
Subordinated loan
Total
Sum
64
A N N U A L R E P O R T 2 0 1 5 GROUPBOOK VALUE OF GROUP LOANS BY CURRENCY (NOK):
31.12.15
NOK
GBP
Other
Syndicate loan non-current
Syndicate loan - credit facility*)
Bond loan
Other loans
Export loan
Factoring *)
Finance leases
Subordinated loan
1 158 261
1 158 261
450 000
450 000
-
2 418
10 458
338 231
333 976
21 425
-
1 464
59 746
293 218
954
10 458
50 587
40 758
21 425
227 897
Total borrowings and finance leases
2 314 769
1 962 690
124 182
227 897
*) Other currency effects comprise mainly EUR, JPY and USD
Average interest rate on loans and credit facility
2015
4,70 %
2014
5,18 %
By calculation of average interest-rate on loans and credit facilities the effect of interest-rate swap is taken into account.
BOOK VALUE AND FAIR VALUE OF BORROWINGS:
Book value
2015
2014
Fair value
2015
2014
Loan (non-current and credit facility)
1 608 261
1 047 363
1 608 261
1 047 363
Bond loan
Total
0
400 000
0
412 000
1 608 261
1 447 363
1 608 261
1 459 363
The book value of other loans is virtually the same as the fair value.
65
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 13
LEASE CONTRACTS
OPERATING LEASE COMMITMENTS - GROUP COMPANY AS LEASE:
The Group leases offices, docks, berths, etc. with duration tenancies of between 5 and 10 years. The group also leases plant and machinery
under cancellable financial lease agreements. The Group must give written notification in case of termination of these agreements, in order
to make the termination valid. The Group has a tenacy agreement with its largest shareholder, which expires in 2018. Yearly rent is 1,5 MNOK.
For further information, see note 24.
The future aggregate minimum lease payments under operating leases are as follows:
OVERVIEW OF FUTURE MINIMUM OPERATING LEASES
Within 1 year
1-5 years
Minimum lease amount
Present value of future minimum lease amount (5% discount rate)
41 600
39 619
55 553
49 174
Lease amount charged in the year
Total lease amount charged
Sub-
sequently
40 026
28 446
2015
32 261
32 261
Total
137 180
117 239
2014
26 395
26 395
FINANCIAL LEASE COMMITMENTS - GROUP COMPANY AS LESSEE:
The group has signed finance leases for equipment such as barges, well boats, cage installations and other equipment.
The lease period for equipment of this kind is mainly 7 - 8 years.
The future aggregate minimum lease payments related to financial leases are as follows:
OVERVIEW OF FUTURE MINIMUM LEASE AMOUNT (FINANCE LEASES)
Within 1 year
1-5 years
Future minimum lease amount
Future financial expenses related to finance leases
Present value of finance leases
72 980
10 663
62 317
216 756
26 911
189 845
LEASED ASSETS BOOKED AS FINANCE LEASE
Book value of leased assets (equipment, vessels)
Book value of lease commitment
Sub-
sequently
88 901
7 087
81 814
2015
391 757
333 976
Total
378 637
44 661
333 976
2014
335 865
289 661
66
A N N U A L R E P O R T 2 0 1 5 GROUP
NOTE 14 FINANCIAL
INSTRUMENTS BY CATEGORY
Lendings and
receivables
Level
Assets at fair
value through
profit or loss
Derivatives
used for
hedging
Available-for-sale
financial assets
167
581 904
184 251
0
392 020
1 158 342
As at 31 December 2015
Available-for-sale financial assets
2/ 3
Loan to associated companies
Accounts receivable
Other receivables
Derivatives
Cash and cash equivalents
Total
Borrowings
Finance lease liabilities
Factoring debt
Export loan
2
Level
0
0
1 426
1 159 768
Liabilities at fair
value through
profit or loss
Derivatives
used for
hedging
Pension obligations and cash-settled options
Derivatives
Accounts payable
Total
2
10 137
653 083
663 220
0
27 104
27 104
2 314 769
3 005 093
Lendings and
receivables
Level
Assets at fair
value through
profit or loss
Derivatives
used for
hedging
Available-for-sale
financial assets
As at 31 December 2014
Available-for-sale financial assets
2/ 3
Loan to associated companies
Accounts receivable
Other receivables
Derivatives
Cash and cash equivalents
Total
Borrowings
Finance lease liabilities
Factoring debt
Export loan
2
Level
0
67
504 110
93 371
0
181 498
779 046
0
0
0
Liabilities at fair
value through
profit or loss
Derivatives
used for
hedging
Pension obligations and cash-settled options
Derivatives
Accounts payable
Total
2
3 461
360 358
363 819
0
27 932
27 932
1 964 880
2 356 631
67
1 426
Total
1 426
167
581 904
184 251
0
392 020
Other financial
liabilities
Total
1 632 104
1 632 104
333 976
338 231
10 458
333 976
338 231
10 458
10 137
27 104
653 083
Total
1 518
67
504 110
93 371
0
181 498
780 564
1 518
1 518
Other financial
liabilities
Total
1 470 402
1 470 402
289 661
195 560
9 257
289 661
195 560
9 257
3 461
27 932
360 358
GRIEGSEAFOOD 2 0 1 5 GROUP
As stated in note 3, hedge accounting of derivatives (forward exchange contracts and interest rate swaps) is not applied. The purpose of
these derivatives is to reduce the Group´s exposure to changes in floating interest rates and exchange rates. The derivatives are recognised
at fair value on 31.12, and the value change is recognised through profit or loss. See note 3 for further details.
See note 15 for further details on available-for-sale financial assets.
FAIR VALUE ASSESSMENT
The table above shows the fair value of financial instruments according to the valuation method used. The different levels are defined as
follows:
Level 1 - Fair value based on the quoted price in an active market for an identical asset or liability.
Level 2 - Fair value based on other observable factors than the quoted price (used in level 1) and either directly (price) or indirectly (derived
from prices) for the asset/liability.
Level 3 - Fair value based on factors not taken from observable markets (non-observable assumptions).
CREDITWORTHINESS OF FINANCIAL ASSETS
The credit risk attached to financial instruments that have not matured or which have not been written down is shown by the internal
classification of historical information on breaches of credit conditions. Further information about credit risk is provided in note 3.
2015
2014
ACCOUNTS RECEIVABLE
Counterparties with no external credit assessment
Group 1 *)
Group 2
Group 3
Total accounts receivable that have not been written down
BANK DEPOSITS
AAA
AA
A
Total bank deposits
LOANS TO RELATED PARTIES
Group 1
Group 2
Group 3
Total loans to related parties
22 770
445 074
114 060
581 904
0
392 020
0
392 020
0
167
0
167
203 884
221 172
79 053
504 110
0
181 498
0
181 498
0
67
0
67
Group 1 - new customers/related parties (less than 6 months).
Group 2 - existing customers/related parties (more than 6 months) with no history of having breached credit conditions.
Group 3 - existing customers/related parties (more than 6 months) with a history of one or more breaches of credit conditions. All amounts
due have been paid in full after the breaches.
68
A N N U A L R E P O R T 2 0 1 5 GROUP
NOTE 15
TAX
SPESIFICATION OF TAXES
Tax payable Norway
Tax payable abroad
Tax payable not provided for last year
Change in deferred tax Norway
- From discontinued operations
Change in deferred tax abroad
Taxes
TAX RECONCILIATION
Profit before tax
Taxes calculated at nominal tax rates
Permanent differences issuance costs
Permanent differences sale of shares
Withholding tax
Changes in deferred tax liabilities due to change in tax rate
Use of carryforwards, not recognised earlier
Tax loss carried forward, not recognised
Other permanent differences
Taxes
CHANGE IN BOOK VALUE OF DEFERRED TAX
Book value at 01.01.
Currency conversion
Tax effect of currency effect of net investments recognised in comprehensive income (see note 3)
Other effects
Change in deferred tax taken to income in period
Deferred tax liability at balance sheet date
Weighted average tax rate
2015
22 371
2 175
-266
-1 344
-
-36 510
-13 574
-9 208
12 194
-
-
368
-31 613
-
-1 057
6 536
-13 571
2014
56 975
-
-
-35 159
-
5 745
27 560
171 956
45 531
-
-
1 401
-
-
-1 168
-18 204
27 560
558 140
557 523
-81
13 533
-5 015
-37 854
528 723
8 346
22 388
-697
-29 421
558 140
147,38 %
16,03 %
The nominal tax rate in Norway is 27%. The nominal tax rate for 2015 in Canada was 26% and Shetland 20 %.
The significant tax effects is due to change in tax rate and permanant differances.
69
GRIEGSEAFOOD 2 0 1 5 GROUP
The tables below show the composition of deferred tax. The tax effects of taxable and deductible temporary differences are shown sparately.
Deferred tax and deferred tax assets are offset. Both the Norwegian, Canadian and UK part of the Group, have a net deferred tax position.
Deferred tax and deferred tax assets within Norway, Canada and UK can be set off.
DEFERRED TAX
LIABILITIES
2014
Licences
Fixed
assets
Biological
assets
Receivables
Inventory
Deferred
capital gain
Current
liabilities
Total
Opening balance at 01.01.
177 375
32 284
350 199
17 045
2 092
1 514
0
580 509
Taken to income in the
period
Currency translation
differences
Other effects
Effect of business
combinations
As at 31.12.
2015
Taken to income in the
period
Currency translation
differences
Other effects
Effect of business
combinations
As at 31.12.
DEFFERED TAX ASSETS
2014
67
9 065
-49 847
23 166
7 107
1 008
-4 447
-
6
-
7 953
2 201
-
-
9
-
679
293
-
-
180 102
42 363
310 506
40 220
3 064
-
-10
-
1 209
-295
-
-17 165
-3 772
-1 557
-3 406
10 273
-1 257
-534
2 589
438
-
739
-
-
597
480
-
-
-65
-
-36
777
-
-
-
-
179 658
41 244
308 177
50 428
2 548
675
0
582 730
Loss carried
forward
Fixed
assets
Pensions Receivables
Lease
obligations
Tax credits
Other
liabilities
Total
-
-
-
16 361
-2 241
-
0
577 464
-
-
-
-
-253
3 588
1 192
739
Opening balance at 01.01.
-21 283
-187
Taken to income in the
period
Currency translation
differences
Other effects
Effect of business
combinations
As at 31.12.
2015
Taken to income in the
period
Currency translation
differences
Other effects
Effect of business
combinations
As at 31.12.
Net deferred tax
-8 738
134
-7 063
24 068
-0
-13 017
-37 742
-3 727
6 824
-32
-47 694
53
-
-
-
-
-
-
-
-
Deferred tax assets is classified as non-current assets
Deferred tax liabilities is classified as non-current debt
Tax payable is classified as current debt
70
0
-
0
-
-
0
-
-
-
-
-
-423
-1 903
-6 282
7 092
-22 987
238
2 019
643
-6 550
-12 255
-
-
-
-185
-260
-
-
-
-445
-115
-725
-164
-8 014
-
-
-
-
-
-
-
-
-
-
-135
23 933
-
-
-6 364
243
-19 324
6 324
-5 925
-37 603
40
-
-
-
19
-3 668
-203
6 621
-
-32
-5 866
-54 006
2015
2014
528 723 558 140
10 317
2 180
539 040
560 320
24 545
56 975
A N N U A L R E P O R T 2 0 1 5 GROUP
NET DEFERRED TAX TAKEN INTO INCOME:
Changes in deferred tax, Norway
Changes in deferred tax, other countries
Net deferred tax taken into income:
Recognition in the period for positions that incur deferred taxes
Recognition in the period for positions that incur deferred tax assets
Net deferred tax taken into income:
2015
-1 344
-36 510
-37 854
-252
-37 602
-37 854
2014
-35 166
5 745
-29 421
-17 165
-12 255
-29 421
LOSS CARRIED FORWARD
Deferred tax assets related to an allowable deficit are recognised in the balance sheet in so far as it is likely that this can be set against
future taxable profits.
Deferred tax assets related to a tax loss carried forward are divided among the following
jurisdictions
Norway
UK
Canada
2015
-
-47 687
-7
-47 694
2014
-
-13 017
-
-13 017
There is no time limit on the application of tax losses carried forward in Norway and the UK.
Application of tax losses carried forward in Canada is eliminated for the period 2025 to 2031.
71
GRIEGSEAFOOD 2 0 1 5 GROUPNOTE 16
DECLARATION ON
DETERMINATION OF SALARY
AND OTHER REMUNERATION TO
SENIOR EMPLOYEES
BOARD GUIDELINES AND PRINCIPLES FOR THE DETERMINATION OF SALARY AND OTHER REMUNERATION TO KEY PERSONNEL
In line with regulations issued pursuant to the Norwegian Public Limited Companies Act, the Board has drawn up the following declaration
on guidelines and principles used to determine salary and other remuneration for key personnel.
The Group’s remuneration policy will continue to be based on the principle that the Group shall offer its employees a compensation package
that is competitive and in accordance with local industry standards. Where appropriate, this may include incentive elements, and the basic
salary shall reflect individual performance.
The components of remuneration shall consist of a fixed basic salary and other fixed remuneration elements. The latter may be a company
car or car allowance, telephone and electronic communications, newspapers and similar benefits. As well as participating in the Company’s
ordinary group life insurance and defined contribution based pension scheme up to 12G, the CEO has a separate salary compensation
agreement for pension benefits exceeding 12G. CEO has a special cash bonus for 2015 and 2016 which assumes that the CEO is in position
at the time of payment. CEO is entitled to a rolling 12 months’ severance pay calculated from the termination date. Termination date is
considered the expiration date of the notice. CEO has six months notice. Upon termination of the employment contract a separate agreement
on severance pay will be entered into. COO and CFO are entitled to 12 months’ pay after termination or changes in employment/position.
Grieg Seafood has an annual bonus scheme based on a combination of earnings and personal performance. For the management team
the annual bonus has a limit of maximum 6 months’ fixed salary.
A synthetic option scheme (hereafter called “”cash option””) for the company’s management group was established in 2009 as a continuation
of the expired option scheme from 2007. The cash options programme scheme requires the participants’ direct share ownership throughout
the entire period of the programme. Those who are entitled to the options are required to use 50% of the net gain under the scheme to
purchase shares until the share ownership has a value corresponding to 100% of the fixed annual salary. The gain under the synthetic
option scheme cannot exceed 12 times the monthly salary per participant per year. The exercise price is increased by 0,5% each month. An
option must be exercised not later than 24 months after the first exercise date.
The cash options programme corresponds to a total of 2.150 000 shares at year-end after exercise of 1.600.000 options in 2015. Options
allocated in 2015 must be exercised not later than 1 June 2019. Throughout 2015, 250 000 options have been exercised.
CEO has a total of 400 000 cash-settled options at year-end. The last exercise date for CEO is 1 June 2019.
For information about remuneration of the Group management, see note 17.
For further information about options, see note 18.
72
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 17
PAYROLL, FEES, NUMBER OF
EMPLOYEES ETC.
Salaries
Social security costs
Share options granted to directors and key employees (incl. social security costs)
18
Note
Pension costs
Other personnel costs
Total
Average number of employees
2015
337 591
26 654
3 819
8 983
32 384
409 432
681
2014
307 430
21 700
8 507
6 969
14 923
359 529
686
The Board's guidelines and principles for determination of salary and other remuneration to key employees are detained in note 16.
As at 31.12.2015 no loans were provided to Group employees.
Accumulated costs related to salaries, pension costs and other remuneration to the CEO, other senior employees and board members
in 2015 were as follows:
REMUNERATION TO SENIOR OFFICERS IN 2015
IN TNOK
Salary
Bonus
Retained,
not yet paid
Options
exercised
during year
Other
remuneration
Andreas Kvame (CEO from 01.06.2015)
Morten Vike (CEO until 17.10.2014) *)
Atle Harald Sandtorv (CFO)
Knut Utheim (COO)
1 369
4 414
1 988
1 701
456
0
119
89
1 488
0
928
0
0
Total remuneration including social security costs
M.Vike has received severance pay according to agreement. The expense was provided for in 2014 but paid in 2015.
BOARD MEMBERS
Per Grieg jr. 1)
Wenche Kjølås 2)
Karin Bing Orgland
Asbjørn Reinkind 1)
Ola Braanaas 1)
Total remuneration including social security costs
Recognision of synthetic options not declared throughout the year, are not included in the above list.
9
104
146
139
405
245
245
274
222
Total
1 834
6 934
2 253
1 929
12 950
405
245
245
274
222
1 392
1) Remuneration for work done in the remuneration committee is included in the payment to Per Grieg jr. with NOK 11 410, in the
payment to Asbjørn Reinkind with NOK 11 410, and in the payment to Ola Braanaas with NOK 11 410.
2) Remuneration for work done in the audit committee is included in the payment to Wenche Kjølås with NOK 34 230, and to Karin
Bing-Orgland with NOK 34 230.
These amounts include social security costs.
73
GRIEGSEAFOOD 2 0 1 5 GROUPAccumulated costs related to salaries, pension costs and other remuneration to the CEO, other senior employees and board members
in 2014 were as follows:
REMUNERATION TO SENIOR OFFICERS IN 2014 IN TNOK
Salary
Bonus
Retained, not
yet paid *)
Options
exercised
during year
Other
remuneration
Morten Vike (resigned as CEO 17.10.2014)
Atle Harald Sandtorv (CFO/acting CEO)
Knut Utheim (COO from 01.04.2014)
3 149
1 779
1 126
442
248
0
6 075
119
89
7 542
0
0
Total remuneration including social security costs
*) Retained, not yet paid benefits to former CEO, see note 16
BOARD MEMBERS
Per Grieg jr. 1)
Terje Ramm - until 11.06.2014 2)
Wenche Kjølås 2)
Karin Bing Orgland 1) og 2)
Asbjørn Reinkind 1)
Ola Braanaas -from 11.06.2014 1)
Total remuneration including social security costs
306
144
99
406
102
246
236
275
130
Total
17 514
2 290
1 314
21 118
406
102
246
236
275
130
1 395
Recognision of synthetic options not declared throughout the year, are not included in the above list.
1) Remuneration for work done in the remuneration committee is included in the payment to Per Grieg jr. with TNOK 11, in the
payment to Asbjørn Reinkind with TNOK 11, in the payment to Karin Bing Orgland with TNOK 6, and in the payment to Ola Braanaas
with TNOK 7.
2) Remuneration for work done in the audit committee is included in the payment to Terje Ramm with TNOK 14, in the payment to
Wenche Kjølås with TNOK 34, and in the payment to Karin Bing-Orgland with TNOK 19.
These amounts include social security costs.
SPECIFICATION OF AUDITORS' FEES
AUDIT FEES
Group auditor
Other auditors
OTHER ASSURANCE SERVICES
Group auditor
Other auditors
TAX ADVICE
Group auditor
Other auditors
OTHER SERVICES
Group auditor
Other auditors
Total - Group auditor
Total - other auditors
Total
74
2015
2014
2 176
777
2 078
798
139
0
415
160
431
144
216
0
280
238
261
145
3 162
1 082
4 243
2 835
1 181
4 016
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 18
EQUITY AND CASH-BASED
REMUNERATION (OPTIONS)
The Company has issued options to the management group and regional directors. The options’ strike price is the stock market price on
the date of issue increased by 0.5% per month until exercise date. Equity options have been allocated in the period 29 June 2007 until 1
June 2008 with the first due for exercise 29 June 2010 and last due 27 February 2012. As per 31.12.2015 no equity options are available for
excercise. As from 2009 an option scheme with settlment in cash has been established for the management and regional directors. The
last allocation was in 2015, totalling 1.600 000 options. The last due is 1 June 2019. The options have 2 years of duration, where 50 % is
exercised each year. Employees taken on after the first allocation of options have been allocated options on taking up employment.
The Black & Scholes option pricing model is used to calculate the market value. A brokerage firm is used to carry out the calculations.
The table below illustrates the movement in outstanding options throughout 2014 and 2015.
OVERVIEW 2015
Andreas Kvame (CEO)
Option
category
Cash
settlement
Outstanding
options at
31.12.2014
Granted
options
Exercised
options
Cancelled
options
Expired
options
Outstanding
options at
31.12.2015
Of which
cash-
settled
400 000
400 000
400 000
Morten Vike (former
CEO)*
Cash
settlement
200 000
200 000
Atle Harald Sandtorv
(CFO)
Cash
settlement
100 000
200 000
300 000
300 000
Knut Utheim (COO)
Others
Total
Cash
settlement
Cash
settlement
100 000
200 000
300 000
300 000
400 000
800 000
800 000
50 000
1 150 000
1 150 000
1 600 000
250 000
-
-
2 150 000
2 150 000
*) Morten Vike resigned 17.10.14. All options could be exercised latest at 31.05.2015.
OVERVIEW 2014
Option
category
Outstanding
options at
31.12.2014
Granted
options
Exercised
options
Cancelled
options
Expired
options
Morten Vike (former
CEO)*
Cash
settlement
Atle Harald Sandtorv
(CFO/acting CEO)
Cash
settlement
600 000
100 000
-
-
400 000
-
-
-
-
-
-
-
-
100 000
-
Outstanding
options at
31.12.2015
Of which
cash-
settled
200 000
200 000
100 000
100 000
100 000
100 000
Knut Utheim (COO)
Others
Total
Cash
settlement
Cash
settlement
750 000
200 000
400 000
100 000
50 000
400 000
1 450 000
300 000
800 000
100 000
50 000
800 000
400 000
800 000
*) Morten Vike resigned 17.10.14. All options could be exercised latest at 31.05.2015.
75
GRIEGSEAFOOD 2 0 1 5 GROUP
Expiry date:
Year - month
Strike price NOK per
share as at 31.12.2015
Strike price NOK per
share as at 31.12.2014
OPTIONS
Allocation: Year - month
2013 - 12
2013 - 12
2014 - 04
2014 - 04
2014 - 07
2015 - 06
Total
2016 - 06
2017- 06
2016 - 06
2017 - 06
2017 - 06
2019 - 06
Cash-based options available for settlement
Weighted average outstanding contract period
24,97
24,97
24,99
24,99
31,55
26,27
23,55
23,55
23,58
23,58
29,77
2015
150 000
150 000
50 000
100 000
100 000
1 600 000
2 150 000
2015
450 000
24,93
2014
250 000
250 000
100 000
100 000
100 000
800 000
2014
250 000
23,48
Option
category
Listed
price on
allocation
Calculated
value per
option on
allocation
Calculated
total
value on
allocation*)
Total
value of all
options at
01.01.2015
Change
in
provision
OB - IB *)
Exercised
options
2015
Acc. cost
charged
against
equity at
31.12.2015
Book
liability cash
settlement at
31.12.2015
Equity
option
6 887
6 887
2015
Former
employees with
expired options
Andreas Kvame
(CEO)
Cash
settlement
Morten Vike
(former CEO)**
Cash
settlement
Atle Harald
Sandtorv (CFO)
Cash
settlement
Atle Harald
Sandtorv (CFO)
Cash
settlement
Knut Utheim
(COO)
Knut Utheim
(COO)
Other options
allocated in
2013
Cash
settlement
Cash
settlement
Cash
settlement
Other options
in
allocated
2014
Cash
settlement
Other options
allocated in
2014
Other options
allocated in
2015
Total
Cash
settlement
Cash
settlement
25,50
3,36
1 342
-
579
22,22
3,94
788
929
-929
813
22,22
3,94
394
491
148
25,50
3,97
793
-
353
22,56
4,78
478
429
233
25,50
3,97
793
-
353
353
22,22
3,94
1 181
957
293
22,56
4,24
424
397
-82
199
28,90
4,20
420
60
146
25,50
3,60
2 876
9 490
-
10 150
1 282
2 376
1 013
6 887
579
-
639
353
662
1 250
315
206
1 282
5 639
*) The amounts are exclusive of social security cost.
**) Morten Vike resigned 17.10.14. All options could be exercised latest at 31.05.2015.
76
A N N U A L R E P O R T 2 0 1 5 GROUPOption
category
Eq. based
option
Eq. based
option
Eq. based
option
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
2014
Morten Vike
(CEO)**
Former
employees
where option
has expired
Others
Morten Vike
(former CEO)**
Morten Vike
(former CEO)**
Atle Harald
Sandtorv (CFO/
acting CEO)
Knut Utheim
(COO)
Other options
allocated in
2010
Other options
allocated in
2012
Other options
allocated in
2013
Other options
allocated in
2014
Other options
allocated in
2014
Total
Listed
price on
allocation
Calculated
value per
option on
allocation
Calculated
total
value on
allocation*)
Total
value of all
options at
01.01.2014
Change
in
provision
OB - IB *)
Exercised
options
2014
Acc. cost
charged
against
equity at
31.12.2014
Book
liability cash
settlement
at
31.12.2014
13,20
3,74
1 123
1 122
-
1 122
23,00
5,86
2 346
2 346
23,00
5,72
4 005
3 419
-
-
2 346
3 419
6,83
1,78
712
4 906
-4 906
6 610
22,22
3,94
788
29
900
22,22
3,94
22,56
4,78
394
478
14
-
477
429
16,50
6,66
666
301
-301
6,83
1,78
1 424
4 277
-4 277
6 645
22,22
3,94
1 181
41
916
22,56
4,24
424
-
397
28,90
2,74
274
-
60
0
929
491
429
0
0
957
397
60
13 815
16 455
-6 305
13 255
6 887
3 263
*) The amounts are exclusive of social security cost.
**) Morten Vike resigned 17.10.14. All options could be exercised latest at 31.05.2015.
ACCRUED COST IS DIVIDED AS FOLLOWS:
Change in provisions
Exercised options during year
Total cost excl. social security costs
Social security costs
Total cost incl. social security costs
2015
1 797
2 022
3 819
560
4 379
2014
-6 305
13 255
6 951
1 557
8 507
CLASSIFICATION IN ACCOUNTS
Other provisions for liabilities
Payroll & social costs/ bank
Public taxes payable
Payroll and social security costs
The costs related to cash-based remuneration in 2015 is TNOK 3 819. This is charged in the income statement as a personnel cost. Social
security contributions are provided for an ongoing basis based on the fair value of the options.
At 31 December 2015 outstanding options with the right to cash settlement were stated at TNOK 5 639 of which TNOK 1 250 is classified as
current liabilities as the options expire in 2016. TNOK 4 389 is non-current liabilities as at 31.12.2015. Options issued are cancelled when
employment terminates.
ESTIMATES USED IN CALCULATIONS ON ALLOCATION OF OPTIONS
Anticipated volatility (%)
Risk-free rate of interest (%)
Estimated qualification period (years)
36,36
0,69
2,92
The estimated qualification period for the options is based on historical data, and does not necessarily represent an indication of the future.
In order to estimate volatility, the management has applied historical volatility for comparable listed companies.
77
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 19 SHARE CAPITAL AND
SHAREHOLDER INFORMATION
SHARE CAPITAL
As at 31 December 2015 the Company had 111 662 000 shares with a nominal value of NOK 4 per share.
All shares issued by the company are fully paid up. There is one class of shares and all shares have the same rights.
In June 2011 the company purchased 1 250 000 of its own shares for NOK 14.40 per share.
Date of registration
Type of change
Change in share
capital (TNOK)
Nominal value
(NOK)
Total share capital
(TNOK)
No. of ordinary
shares
Holdings of treasury shares
31.12.2015
4,00
4,00
446 648
-5 000
441 648
111 662 000
-1 250 000
110 412 000
THE LARGEST SHAREHOLDERS OF GRIEG SEAFOOD ASA
No. of shares Shareholding No. of shares Shareholding
GRIEG HOLDINGS AS
DNB NOR MARKETS
NORDEA BANK NORGE ASA
KONTRARI AS
YSTHOLMEN AS
OM HOLDING AS
STATE STREET BANK AND TRUST CO. *
GRIEG SEAFOOD ASA
Total - largest shareholders
31.12.15
31.12.15
31.12.14
55 801 409
49,97 %
55 801 409
22 188 875
19,87 %
22 188 238
6 605 998
5 862 763
2 928 197
2 610 000
1 305 901
1 250 000
5,92 %
5,25 %
2,62 %
2,34 %
1,17 %
1,12 %
6 605 998
6 559 309
2 928 197
2 610 000
1 305 901
1 250 000
98 553 143
88,26 %
99 249 052
Other shareholders with shareholding less than 1%
13 108 857
11,74 %
12 412 948
31.12.14
49,97 %
19,87 %
5,92 %
5,87 %
2,62 %
2,34 %
1,17 %
1,12 %
88,88 %
11,12 %
Total shares
* Nominee-account
111 662 000
100,00 % 111 662 000
100,00 %
SHARES CONTROLLED BY BOARD MEMBERS AND GROUP MANAGEMENT:
31.12.2015
31.12.2015
31.12.2014
31.12.2014
BOARD OF DIRECTORS:
Per Grieg jr. *)
Wenche Kjølås (Jawendel AS)
Asbjørn Reinkind (Reinkind AS)
Karin Bing Orgland
Ola Braanaas
GROUP MANAGEMENT:
Andreas Kvame (CEO)
Atle Harald Sandtorv (CFO)
Knut Utheim (COO)
60 795 561
54,44 %
60 786 561
54,44 %
7 000
120 000
-
-
-
45 500
-
0,01 %
0,11 %
0,00 %
0,00 %
0,00 %
0,04 %
0,00 %
7 000
120 000
-
-
-
45 500
-
0,01 %
0,11 %
0,00 %
0,00 %
0,00 %
0,04 %
0,00 %
*The shares owned by the following companies are controlled by Per Grieg jr. and family
Grieg Holdings AS
Grieg Shipping II AS
Ystholmen AS
Grieg Ltd AS
Kvasshøgdi AS
Per Grieg jr. personally
Total shares
78
55 801 409
49,97 %
55 801 409
49,97 %
824 565
2 928 197
217 390
1 000 000
15 000
0,74 %
2,62 %
0,19 %
0,90 %
0,01 %
824 565
2 928 197
217 390
1 000 000
15 000
0,74 %
2,62 %
0,19 %
0,90 %
0,01 %
60 786 561
54,44 %
60 786 561
54,44 %
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 20
EARNINGS PER SHARE AND
DIVIDEND PER SHARE
BASIS FOR CALCULATION OF EARNINGS PER SHARE
Earnings for the year (majority share)
Number of shares at Jan 1
Effect of treasury shares (see note 19)
Average number of outstanding shares during the year
Adjustment for effect of share options
Diluted average number of outstanding shares during the year
Earnings per share
Diluted earnings per share
Proposed dividend per share
2015
-6 626
2014
138 806
111 662 000
-1 250 000
110 412 000
111 662 000
-1 250 000
110 412 000
0
0
110 412 000
110 412 000
-0,06
-0,06
0,00
1,26
1,26
0,50
79
GRIEGSEAFOOD 2 0 1 5 GROUPNOTE 21
CASH AND CASH EQUIVALENTS
Restricted deposits related to employees' tax deduction
Restricted bank deposits related to clearing account for financial price contracts*)
Other cash and bank deposits
Total
2015
8 318
1 513
382 189
392 020
2014
7 580
937
172 981
181 498
*) The restricted deposits are "base" and "portofolio" margin requirements related to financial salmon price contracts in the Norwegian
part of the Group.
The Group's currency and interest rate exposure is described in note 3.
80
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 22
ACCOUNTS RECEIVABLE
Accounts receivable at nominal value
Provision for bad debts
Accounts receivable at 31.12.
2015
586 883
-4 979
581 904
2014
505 814
-1 704
504 110
For information about the age distribution of accounts receivable and the Group's exposure to credit risk related to outstanding receivables,
please refer to note 3.
RECORDED BAD DEBTS ARE STATED AS FOLLOWS:
Change in provision for bad debts
Year´s actual losses
Filed on previous loss provisions
Recognised losses on receivables
Losses on receivables is recognised as other operating expenses
2015
3 275
1 741
0
5 016
2014
1 733
1 282
-404
2 611
81
GRIEGSEAFOOD 2 0 1 5 GROUPNOTE 23
OTHER CURRENT RECEIVABLES
VAT receivable etc.
Pre-paid expenses
Insurance claims
Other current receivables
Other current receivables at 31.12.
2015
83 870
30 484
22 237
9 176
145 767
2014
49 038
32 504
0
11 828
93 371
82
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 24
RELATED PARTIES
2015
Total - related parties as shareholders
Total - related parties as associated companies
Total
2014
Operating
income
Operating
expenses
Financial
income
Financial
expenses
Long-term
balances
Short-term
balances
0
0
0
15 966
1 875
17 841
0
0
0
0
0
0
0
0
0
-496
0
-496
Operating
income
Operating
expenses
Financial
income
Financial
expenses
Long-term
balances
Short-term
balances
Total - related parties as shareholders
Total - related parties as associated companies
Total
0
0
0
4 560
84 375
88 935
0
0
0
0
0
0
0
67
67
-195
-3 187
-3 382
The group purchases service from companies in the same group as its majority shareholder, Grieg Holdings AS.
These services include:
•
Services related to ICT and other functions such as canteen, reception etc. are provided by Grieg Group Resources AS. The services
are provided on an arm’s length basis.
• Grieg Seafood ASA rents its offices from Grieg Gaarden AS. The rent is on an arm’s length basis.
•
• Purchase of roe and other services related to operations from Saldobreed AS, which is a related party to a board member.
The regions has purchased lumpfish from Ryfylke Rensefisk AS, which is owned by Grieg Holdings AS.
Transactions with other related parties in associated companies are the purchase of services related to operations.
The board and management are related parties. See note 18 on share-based options and note 19 on shares controlled by board members
and management.
83
GRIEGSEAFOOD 2 0 1 5 GROUP
NOTE 25
FINANCIAL INCOME AND
FINANCIAL EXPENSES
Other interest income
Dividends
Net change in fair value of derivatives
Net currency gains
Other financial income
Total financial income
Interest expense on bank borrowings and leasing *)
Other interest expenses **)
Net change in fair value of derivatives
Net currency gains
Other financial expenses
Total financial expenses
2015
5 002
446
4 024
28 584
0
38 056
117 959
7 969
0
0
5 430
131 357
2014
9 965
474
0
45 994
812
57 245
89 076
6 038
10 968
0
1 439
107 521
*) Interest expenses bank borrowings and leasing includes recognised gains/losses from realised interest rate swaps.
**) Interest expenses related to factoring agreement in Ocean Quality is included in other interest expenses.
84
A N N U A L R E P O R T 2 0 1 5 GROUPNOTE 26
OTHER OPERATING EXPENSES
Maintenance costs
Electricity and fuel
Lease expenses
Insurance
Outsourced services
IT expenses
Travel costs
Marketing costs
Transportation costs includin air cargo
Other operating expenses
Total other operating expenses
2015
191 413
49 822
48 547
28 191
57 672
17 882
15 084
7 008
276 659
543 417
1 235 695
2014
161 500
51 205
37 209
36 834
38 498
16 755
10 320
5 610
237 438
433 066
1 028 434
Included in "other operating expenses" are packaging, oxygen, chemicals, vaccines, customs duty, fuel, loss on receivables, other office
costs, phone, charges.
85
GRIEGSEAFOOD 2 0 1 5 GROUPNOTE 27
OTHER CURRENT LIABILITIES
Specification of other current liabilities
Accrued expenses *)
Other current liabilities **)
Other current liabilities
2015
107 661
15 135
122 795
2014
82 037
49 478
131 515
*) Accrued expenses relate to accrual of interest, other operating expenses and
insurance.
**) Included in other non-current liabilities in 2014 is purchase of "green licences" for TNOK 40 000, where the arrangement was finally
clarified towards year-end 2014.
NOTE 28
POST-BALANCE SHEET EVENTS
There have been no events after balance sheet date which materially impact the 2015 statement or the evaluation of the Group.
86
A N N U A L R E P O R T 2 0 1 5 GROUP
NOTE 29
NEW ACCOUNTING STANDARDS
A) NEW AND AMENDED STANDARDS ADOPTED IN 2015
In 2015, no new standards have been adopted.
New requirements for disclosures are set out in IFRS 8 Operating Segments. The additional requirements take effect from 01.01.2015
and regard reporting of assessments about operating segments and reconciliation of assets on segment level against Company level. If
multiple segments have been merged to form an aggregation of segments, a short description should disclose the various segments and
the economic indicators which have been assessed to constitute economic similarities that justify an aggregation into one segment. Upon
periodic reporting of segment assets to the chief operator (Group management), the disclosure must demonstrate a reconciliation of assets
on segment level against assets on Company level.
Grieg Seafood has only one production segment, farmed salmon; hence, the amendment will not have any effect on the disclosure
information.
IFRS 2 has been amended so that the vesting conditions for share-based remuneration are divided into conditions attached to respectively
service and achievement. This will have no significant effect on the financial statements because the option schemes only have conditions
attached to service.
B) NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
A series of new standards, amendments of standards and interpretations of existing standards are mandatory for future financial statements.
Among those the Group has decided not to implement early, the essential are disclosed below.
IFRS 9 Financial instruments includes requirements for classification, measurement and recognition of financial assets and liabilities, as
well as general hedge accounting. The complete version of IFRS 9 was issued in July 2014. It replaces the items of IAS 39 relating to similar
issues. According to IFRS 9 financial assets are classified in three categories: Fair value through other comprehensive income, fair value
through profit/loss, and amortised cost. The measurement category is determined on initial recognition of the asset. The classification
depends on the entity’s business model for managing its financial instruments and the characteristics of the cash flows of each instrument.
Equity instruments should initially be measured at fair value through profit/loss. The company may opt to present value changes through
other comprehensive income, but the option is irreversible as gain/loss from subsequent sales cannot be reclassified through profit/loss.
Impairment due to credit risk should be recognised on basis of expected loss rather than the current model where losses must be incurred.
Regarding financial obligations the standard materially proceeds with the requirements of IAS39. The biggest modification regards use of
the fair value-option for financial obligations, in which case the amount of change in fair value attributable to changes in own credit risk
should be presented in other comprehensive income.
IFRS 9 simplifies the requirements for hedge accounting by aligning hedge effectiveness more closely with the risk management and allow
for increased assessment. Simultaneous hedge documentation is still required. The standard takes effect as from the fiscal year 2018, but
earlier application is permitted. The Group still has not fully assessed the effects of IFRS 9.
IFRS15 Revenue from contracts with customers regards recognition of revenue.
The standard requires a separation of customer contracts into each performance obligation. A performance obligation can be a good or
service. Revenue is recognised when control over a good or service is passed to a customer, and the customer has the ability to direct the
use of and obtain the benefit from the good or service.
The standard replaces IAS 18 Revenue and IAS 11 Construction Contracts and related interpretations. The standard takes effect for the
fiscal year 2017, but early implementation is permitted. The Group still has not fully assessed the effects of IFRS 15.
IAS 1 has been amended in order to allow the Company to consider to a greater degree whether information is essential or not. The
amendment provides more flexibility and an opportunity to omit disclosure of information which the Company itself deems insignificant.
This may entail less disclosure information on areas which the Company deems less significant.
There are no other standards or interpretations that still have not taken effect that are expected to materially impact the financial statement
of the Group.
87
GRIEGSEAFOOD 2 0 1 5 GROUP
PARENT COMPANY
INCOME STATEMENT
Note
2,17
3,4
12,13
6,17
5,17
5,17
15
2015
52 351
52 351
-29 968
-5 275
-36 161
-71 404
-19 053
173 914
-103 846
70 068
51 015
-11 375
39 642
0
39 642
39 642
2014
40 633
40 633
-36 756
-5 802
-34 062
-76 621
-35 988
210 805
-92 341
118 464
82 476
-23 312
59 163
55 206
3 957
59 163
Amounts in NOK 1 000
Other operating income
Total operating income
Salaries and personnell expenses
Depreciation
Other operating expenses
Total operating expenses
Operating loss
Financial income
Financial expenses
Net financial profit
Profit before tax
Income tax expense
Profit for the year
ALLOCATION OF NET PROFIT
Allocated to dividend
Transferred to other equity
Sum allocation
88
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
PARENT COMPANY BALANCE
Amounts in NOK 1 000
ASSETS
Software
Property, plant and equipment
Investments in subsidiaries
Receivables from Group companies
Investments in associated companies and joint ventures
Loan to associated companies
Investments in shares or units
Total non-current assets
Accounts receivable
Receivables from group companies
Other current receivables
Cash and cash equivalents
Total current assets
Total assets
LIABILITIES AND EQUITY
Share capital
Treasury shares
Other reserves
Retained earnings
Total equity
Deferred tax
Cash-settled share options
Total provisions
Long-term loan
Total non-current liabilities
Short-term borrowings
Bond loan
Loans from group companies
Cash-settled share options
Allocations to dividend
Accounts payable
Accrued public expense
Other current liabilities
Total current liabilities
Total liabilities
Total liabilities and equity
Note
12
13, 18
10,18
7,17,18
10, 18
11
6,18
17,18
7
8
14
14
15
4
18
18
18
17
4
17
7,9
Bergen, 6 of April 2016
Grieg Seafood ASA
TRANSLATED VERSION. NOT TO BE SIGNED.
31.12.2015
31.12.2014
16 651
4 814
1 226 980
691 259
0
167
637
11 320
3 908
1 220 980
637 126
6 000
67
590
1 940 507
1 879 990
4 827
903 345
4 046
215 057
2 344
933 860
12 204
95 969
1 127 275
1 044 377
3 067 782
2 924 367
31.12.2015
31.12.2014
446 648
-5 000
13 652
899 425
446 648
-5 000
13 652
859 753
1 354 724
1 315 053
36 446
4 389
40 835
1 518 261
1 518 261
90 000
0
26 511
1 250
0
6 280
2 049
27 872
153 961
25 747
2 334
28 082
957 363
957 363
90 000
396 050
40 446
929
55 206
4 931
1 772
34 535
623 869
1 713 057
1 609 314
3 067 782
2 924 367
89
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
PARENT COMPANY CASH FLOW
STATEMENT
Amounts in NOK 1000
Note
2015
2014
Profit before income taxes
Tax payable
Depreciation and amortisation
Interest paid
Change in accounts receivable
Change in accounts payable
Change in other accruals
Net cash flow from operations
Dividend income
Purchase of tangible assets
Purchase of intangible assets
Payment on loans to group companies
Payment on group receivables
Payment on other long term receivables
Net cash flow from investment activities
Change in short-term credit facilities
Payments on long-term debt
Proceeds/payment on loans to/from group companies
Proceeds on long-term debt
Interest paid
Dividende paid
Net cash flow from financing activities
15
12,13
5
13
12
18
51 015
0
5 275
82 715
-2 483
1 349
-32 490
105 381
30
-2 351
-9 161
69 116
-54 133
-100
3 401
-396 050
-90 000
-16 621
650 898
-82 715
-55 206
10 306
82 476
-1 471
5 802
70 926
2 185
2 881
-56 151
106 648
28
-678
-8 107
359 570
-471 770
0
-120 957
-425 000
-600 200
0
1 088 413
-70 926
0
-7 713
Net change in cash and cash equivalents
119 088
-22 022
Cash and cash equivalents at 01.01.
95 969
117 991
Cash and cash equivalents at 31.12
215 057
95 969
90
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
PARENT COMPANY CHANGE IN
EQUITY
Amounts in NOK 1000
Equity at 01.01.2014
PROFIT FOR THE YEAR 2014
Other gains recorded in equity
Allocations to dividend
Equity at 31.12.2014
PROFIT FOR THE YEAR 2015
Other gains/losses recorded in equity
Allocations to dividend
Equity at 31.12.2015
Share capital
Other paid
in equity
Other equity
Total equity
441 648
13 652
441 648
13 652
855 773
59 163
22
-55 206
859 752
1 311 073
59 163
22
-55 206
1 315 053
39 642
39 642
31
0
31
0
441 648
13 652
899 425
1 354 725
91
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
NOTE 1
ACCOUNTING POLICIES
The annual financial statements have been prepared in accordance
with the Norwegian Accounting Act and generally accepted
accounting principles in Norway.
at the original purchase date. Leased assets are recognised as fixed
assets if the lease contract is considered to be a finance lease.
All amounts are in TNOK, unless stated otherwise.
REVENUE RECOGNITION
Revenue from sales of goods is recognised at the time of delivery.
Revenue from the sales of services is recognised when the services
are executed. The share of sales revenue associated with future
service is recorded in the balance sheet as deferred sales revenue
and is recognised as revenue at the time of execution.
CLASSIFICATION AND VALUATION OF BALANCE SHEET ITEMS
Assets intended for long-term ownership or use are classified
as fixed assets. Assets related to the normal operating cycle, are
classified as current assets. Receivables are classified as current
assets if they are expected to be repaid within 12 months after the
transaction date. Similar criteria apply to liabilities.
SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURES
Investments in subsidiaries, associated companies and joint
ventures are valued at cost in the company accounts. The investment
is valued at the cost of acquiring the shares, providing a write-down
has not been necessary.
Group contributions to subsidiaries, with tax deducted, are
recognised as increases in the purchase cost of the shares.
Dividends and group contributions are recognised in the same
year as they are recognised in the subsidiary/ associated company
accounts. If dividends/group contributions materially exceed retained
earnings after acquisition, the exceeding amount is regarded as
reimbursement of invested capital and the distribution will reduce
the recorded value of the acquisition in the balance sheet. Group
contributions received are recognised as other financial income.
Current assets are valued at the lower of cost and fair value. Short-
term liabilities are recognised in the balance sheet at nominal value.
Fixed assets are carried at historical cost. Fixed assets whose value
will deteriorate are depreciated on a straight line basis over the
asset’s estimated useful life. Fixed assets are written down to fair
value where this is required by accounting rules.
Nominal amounts are discounted if the interest rate element is
significant.
IMPAIRMENT OF FIXED ASSETS
Impairment tests are performed if it is indicated that the carrying
amount of a non-current asset exceeds the estimated fair value.
The test is performed on the lowest level of fixed assets at which
independent cash flows can be identified. If the carrying amount is
higher than both the fair value less selling costs and the recoverable
amount (net present value of future use/ownership), the asset is
written down to the higher of fair value less selling costs and the
recoverable amount.
INTANGIBLE ASSETS
Expenditure on intangible assets is recognised to the extent that
future economic benefits from the development of identifiable
intangible assets and costs can be measured reliably. Otherwise,
the costs are expensed as they arise. Capitalised development is
amortised over the useful life.
FIXED ASSETS
Fixed assets are recognised in the balance sheet and depreciated
on a straight line basis over the estimated useful life, providing
the asset has an expected useful life of more than 3 years and a
cost price which exceeds TNOK 15. Maintenance costs are charged
as they arise as operating expenses, while improvements and
additions are added to the acquisition cost and depreciated at the
same pace as the asset. The distinction between maintenance and
improvements is made with regard to the asset’s relative condition
TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised in the balance sheet
at nominal value after deduction of provision for bad debts. The
provision for bad debts is estimated on the basis of an individual
assessment of each major receivable. An additional general
provision is made for the remainder of the receivables based on
estimated expected losses.
SHORT-TERM INVESTMENTS
Short-term investments (shares and investments which are
considered current assets) are carried at the lower of average
purchase cost and net realisable value on the balance sheet date.
Dividends and other distributions received are recognised as other
financial income.
92
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
temporary differences between the value of assets and liabilities for
tax purposes and any allowable loss to be carried forward at year-
end in the financial statements. Temporary differences, both positive
and negative, are offset within the same period. Deferred tax assets
are recorded in the balance sheet when it is more likely than not that
the tax assets will be utilised. Deferred tax assets and deferred tax
liabilities are presented net in the balance sheet.
Tax on group contributions given, booked as an increase in the
purchase price of shares in other companies, and tax on group
contribution received booked directly against equity, have been
booked directly against tax items in the balance sheet (offset against
tax payable if the group contribution has affected tax payable, and
offset against deferred taxes if the group contribution has affected
deferred taxes).
CASH FLOW STATEMENT
The cash flow statement has been prepared according to the indirect
method. Cash and cash equivalents include cash, bank deposits
and other short-term highly liquid investments which entail no
appreciable exchange rate risk and with maturities of 3 months or
less from the purchase date.
PENSIONS
The company’s pension schemes meet the requirements of the
mandatory Occupatonal Pension Act. The premium is paid through
operations and is charged as it arises. Social security costs are
charged on the basis of the pension premium paid.
GROUP BANK ACCOUNTS SYSTEM – DEPOSIT AND LOAN
Grieg Seafod ASA operates as an internal bank for the subsidiaries.
Grieg Seafood borrows funds under the agreement from the financial
institutions and lends these funds onwards to the group companies.
The Company has set up a group account system (multi-accounts)
in which Grieg Seafood ASA is the legal account holder and where
deposits and loans are recognised as intercompany transactions.
All group companies are jointly and severally responsible to the
financial institutions for the whole amount of the commitment under
the scheme.
FOREIGN CURRENCY
All foreign currency transaction are translated into NOK at the
date of the transaction. All monetary items in foreign currency are
translated at the balance sheet date. Derivatives are stated at fair
value and value changes are recognised in the income statement.
CASH-BASED REMUNERATION
The Company has a share-based remuneration scheme with
settlement in cash. The Company’s estimated liability is posted
under current or non-current liabilities based on estimated
settlement date. The cost for the year is charged in the income
statement.
DERIVATIVES
Forward currency contracts
Realised gains are recorded in the income statement as financial
income. The fair value of the contracts is stated on the basis of the
exchange rate at balance sheet date for 2015.
Interest rate swaps
Interest rate swap contracts are stated at the lowest value principle.
TAXES
The tax expense in the income statement consists of both taxes
payable for the accounting period and changes in deferred tax
during the period. Deferred tax is calculated as relevant rate of the
93
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
NOTE 2
OPERATING INCOME
Amounts in NOK 1000
OPERATING INCOME CONSISTS OF
Administrative services - Grieg Seafood Group
Other operating income
Total other operating income, see note 17
2015
52 351
0
52 351
2014
37 534
3 099
40 633
94
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 3
PAYROLL, FEES, NO. OF
EMPLOYEES
Amounts in NOK 1000
Wages and salaries
Social security costs
Shares options for directors and key personnel
Pension costs - defined contribution plans
Other personnel costs
Total
Average number of employees
Note
4
2015
20 170
3 388
3 819
1 702
889
2014
23 553
3 916
6 951
1 508
828
29 968
36 756
20
16
The Company has a pension scheme covering all employees at 31.12.2015. The pension scheme is funded and managed through an
insurance company.
The board’s guidelines and principles for the determination of salary and other remuneration to the management group are included in
the financial statements for the group.
The accumulated cost of salaries, pensions and other benefits to the CEO, CFO, COO and board members in 2015 were as follows:
REMUNERATION TO SENIOR EMPLOYEES IN 2015
(TNOK)
Salary
Bonus
Accumulated,
not yet paid*)
Options
exercised
during year
Other
benefits
Andreas Kvame (CEO as from 01.06.2015)
Morten Vike (resigned as CEO 17.10.2014)
Atle Harald Sandtorv (CFO)
Knut Utheim (COO as from 01.04.2014)
Total remuneration incl. social security costs
1 369
4 414
1 988
1 701
456
0
119
89
0
2 891
0
0
0
928
0
0
*) The amount consists of accumulated, not paid benefits to former CEO
BOARD MEMBERS
Per Grieg jr. 1)
Wenche Kjølås 2)
Karin Bing-Orgland
Asbjørn Reinkind 1)
Ola Braanaas
Total remuneration incl. social security costs
9
104
146
139
405
245
245
274
222
Total
1 834
8 337
2 253
1 929
14 353
405
245
245
274
222
1 392
1) The payment for work done in the remuneration committee is included in the remuneration to Per Grieg jr. with NOK 11 410, to
Asbjørn Reinkind with NOK 11 410 and to Ola Braanaas with NOK 11 410.
2) The payment for work done in the audit committee is included in the remuneration to Wenche Kjølås with NOK 34 230 and to Karin
Bing-Orgland with NOK 34 230. The amounts include social security costs.
95
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
The accumulated cost of salaries, pensions and other benefits to the CEO, CFO, COO and to Board members in 2014 were as follows:
REMUNERATION TO SENIOR EMPLOYEES IN 2014
(TNOK)
Salary
Bonus
Accumulated
not paid
Options
exercised
during year
Other
benefits
Morten Vike (CEO)
Atle Harald Sandtorv (CFO)
Knut Utheim (COO)
Total remuneration incl. social security costs
3 149
1 777
1 126
442
248
0
6 075
119
89
7 542
0
0
BOARD MEMBERS
Per Grieg jr. 1)
Terje Ramm - until 11.06.2014 2)
Wenche Kjølås 2)
Karin Bing-Orgland 1) og 2)
Asbjørn Reinkind 1)
Ola Braanaas - as from 11.06.2014 1)
Total remuneration incl. social security costs
306
144
99
406
102
246
236
275
130
Total
17 514
2 288
1 314
21 116
406
102
246
236
275
130
1 395
1) The payment for work done in the remuneration committee is included in the remuneration to Per Grieg jr. with NOK 11 409, to
Asbjørn Reinkind with NOK 11 409, to Karin Bing-Orgland with NOK 5 705, and to Ola Braanaas with NOK 6 655.
2) The payment for work done in the audit committee is included in the remuneration to Terje Ramm with NOK 14 250, to Wenche
Kjølås with NOK 34 200, and to Karin-Bing Orgland with NOK 18 999. The amounts include social security costs.
.
SPECIFICATION OF AUDITOR'S FEE
Statutory audit
Tax advisory fee
Other services
Total
2015
2014
910
90
129
774
111
318
1 129
1 202
96
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
NOTE 4
SHARE-BASED REMUNERATION
(OPTIONS)
The company has a share-based options programme for the management group and regional directors. The options’ strike price is the
stock market price on the date of issue increased by 0.5% per month until exercise date. Equity-based options have been allocated in the
period 29.06.2007 until 01.06.2008 with the first expiry date 29.06.2010 and the last 27.02.2012. As at 31.12.2015 there are no equity options
outstanding for exercise.
Since 2009 the Company has issued cash-based options to the management group and regional directors. The last allocation was in
2015, totalling 1 600 000 options. The last exercise date is 31.05.2019. The options have 2 years’ duration, where 50% is invested each year.
Employees taken on after the first allocation of options have been allocated options on taking up employment.
The Black & Scholes option pricing model is used to calculate the market value. A brokerage firm is used to carry out the calculations.
The table below illustrates the movement in outstanding options throughout 2014 and 2015.
OVERVIEW 2015
Andreas Kvame (CEO)
Morten Vike (former CEO)*
Atle Harald Sandtorv (CFO)
Knut Utheim (COO)
Others
Total
Option
category
Cash
settlement
Cash
settlement
Cash
settlement
Cash
settlement
Cash
settlement
Outstanding
options
31.12.2014
Granted
options
Exercised
options
Cancelled
options
Expired
options
Outstanding
options at
31.12.2015
Of which
cash-
settled
400 000
400 000
400 000
200 000
200 000
100 000
200 000
100 000
200 000
300 000
300 000
300 000
300 000
400 000
800 000
50 000
1 150 000
1 150 000
800 000
1 600 000
250 000
-
-
2 150 000
2 150 000
*) Morten Vike resigned at 17.10.14. All options could be exercised until latest 31.05.2015.
Outstanding
options
31.12.2013
600 000
100 000
OVERVIEW 2014
Morten Vike (former CEO)*
Atle Harald Sandtorv (CFO/
acting CEO)
Knut Utheim (COO)
Others
Total
Option
category
Cash
settlement
Cash
settlement
Cash
settlement
Cash
settlement
Granted
options
Exercised
options
Cancelled
options
Expired
options
Outstanding
options at
31.12.2014
Of which
cash-
settled
-
-
400 000
-
-
-
-
-
-
-
-
200 000
200 000
100 000
100 000
100 000
100 000
-
100 000
750 000
200 000
400 000
100 000
50 000
400 000
400 000
1 450 000
300 000
800 000
100 000
50 000
800 000
800 000
*) Morten Vike resigned at 17.10.14. All options could be exercised until latest 31.05.2015.
97
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
Expiry date: Year -
month
Strike price NOK
per share as at
31.12.2015
Strike price NOK
per share as at
31.12.2014
Options
ALLOCATION: YEAR -
MONTH
2013 - 12
2013 - 12
2014 - 04
2014 - 04
2014 - 07
2015 - 06
Total
2016 - 06
2017- 06
2016 - 06
2017 - 06
2017 - 06
2019 - 06
24,97
24,97
24,99
24,99
31,55
26,27
23,55
23,55
23,58
23,58
29,77
Equity based options available for exercise
Weighted average outstanding contract period
2015
150 000
150 000
50 000
100 000
100 000
1 600 000
2 150 000
2015
450 000
24,93
2014
250 000
250 000
100 000
100 000
100 000
800 000
2014
250 000
23,48
Option
category
Listed
price on
allocation
Calculated
value per
option on
allocation
Calculated
total
value on
allocation*)
Total
value of all
options at
01.01.2015
Change in
provision
OB-IB *)
Exercised
options
2015
Acc. cost
charged
against
equity at
31.12.2015
Book
liability cash
settlement at
31.12.2015
Equity-
based
option
Equity-
based
option
Equity-
based
option
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
6 887
6 887
25,50
3,36
1 342
-
579
22,22
3,94
22,22
3,94
25,50
3,97
22,56
4,78
25,50
3,97
788
394
793
478
793
929
-929
813
491
148
-
353
429
233
-
353
22,22
3,94
1 181
957
293
22,56
4,24
424
397
-82
199
28,90
4,20
420
60
146
25,50
3,60
2 876
9 490
-
10 150
1 282
2 376
1 013
6 887
579
-
639
353
662
353
1 250
315
206
1 282
5 639
2015
Former
employees
where option
has expired
Andreas Kvame
(CEO)
Morten Vike
(former CEO)**
Atle Harald
Sandtorv (CFO)
Atle Harald
Sandtorv (CFO)
Knut Utheim
(COO)
Knut Utheim
(COO)
Other options
allocated in
2013
Other options
allocated in
2014
Other options
allocated in
2014
Other options
allocated in
2015
Total
*) The amounts are excluded of social security costs
**) Morten Vike resigned at 17.10.14. All options could be exercised until latest 31.05.2015.
98
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
Option
category
Listed
price on
allocation
Calculated
value per
option on
allocation
Calculated
total
value on
allocation*)
Total
value of all
options at
01.01.2015
Change in
provision
OB-IB *)
Exercised
options
2015
2014
Acc. cost
charged
against
equity at
31.12.2015
Book
liability cash
settlement at
31.12.2015
Morten Vike
(former CEO)**
Eq.based
option
13,20
3,74
1 123
1 122
-
1 122
Former
employees
where option
has expired
Others
Morten Vike
(former CEO)**
Morten Vike
(former CEO)**
Atle Harald
Sandtorv (CFO/
acting CEO)
Knut Utheim
(COO)
Other options
allocated in
2010
Other options
allocated in
2011
Other options
allocated in
2012
Other options
allocated in
2013
Other options
allocated in
2014
Total
Eq.based
option
Eq.based
option
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
Cash
settlem.
23,00
5,86
2 346
2 346
23,00
5,72
4 005
3 419
-
-
2 346
3 419
6,83
1,78
712
4 906
-4 906
6 610
22,22
3,94
788
29
900
22,22
3,94
22,56
4,78
394
478
14
-
477
429
16,50
6,66
666
301
-301
6,83
1,78
1 424
4 277
-4 277
6 645
22,22
3,94
1 181
41
916
22,56
4,24
424
-
397
28,90
2,74
274
-
60
13 815
16 455
-6 305
13 255
6 887
0
929
491
429
0
0
957
397
60
3 263
*) The amounts are excluded of social security costs
**) Morten Vike resigned at 17.10.14. All options could be exercised until latest 31.05.2015.
ACCRUED COST IS DIVIDED AS FOLLOWS:
Accrued cost cash settlement
Exercised options during the year
Total cost excl. employer's national insurance contributions
Employer's national insurance contributions
Total cost incl. employer's national insurance contributions
2015
2 376
1 013
3 389
430
3 819
2014
-6 305
13 255
6 951
1 557
8 507
CLASSIFICATION IN STATEMENT
Other provisions for liabilities
Salary and social costs / bank
Accrued public expense
Salary and social security costs
The costs related to share and cash-based remuneration in 2015 is TNOK 3 370. This is charged in the income statement as a personnel
cost. Social security contributions are provided for an ongoing basis based on the fair value of the options.
At 31. December 2015 outstanding options with the right to cash settlement were stated at TNOK 5 639, of which TNOK 1 250 is stated as
“Other non-current liabilities” as the options expire in 2016. TNOK 4 389 is stated as long-term commitments as pr. 31.12.2015. Options
issued are cancelled when employments are terminated.
ESTIMATES USED IN CALCULATIONS ON ALLOCATION OF OPTIONS
Anticipated volatility (%)
Risk-free rate of interest (%)
Estimated qualification period (years)
36,36
0,69
2,92
The estimated qualification period for the options is based on historical data, and does not necessarily represent an indication of the future.
In order to estimate volatility, the management have applied historical volatility for comparable listed companies.
99
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
NOTE 5
FINANCIAL INCOME AND
FINANCIAL EXPENSES
Amounts in NOK 1000
Interest income from group companies
Other interest income
Other financial income from subsidiaries
Group contribution from subsidiaries
Dividend
Unrealised value changes derivatives, see note 9
Unrealised value changes long-term borrowings group
Net gains/losses
Total financial income
Interest expenses from group companies
Loan interest expenses
Other interest expenses
Unrealised value changes derivatives, see note 9
Other financial expenses
Total financial expenses
Net financial items
2015
55 823
0
0
39 091
30
2 316
54 134
22 520
173 914
529
101 444
1 263
0
610
103 846
2014
51 104
2 086
2 591
33 651
28
0
78 912
42 434
210 805
311
80 454
21
10 968
587
92 341
70 067
118 464
100
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 6
ACCOUNTS RECEIVABLE
Amounts in NOK 1000
Accounts receivable at nominal value
Provisions for bad debt
Book value of accounts receivable at 31.12
Change in bad debts provision
Bad debt realised
Total loss on accounts receivable charged in the accounts
2015
4 827
0
4 827
0
0
0
2014
2 344
0
2 344
0
-404
-404
On behalf of its subsidiaries Grieg Seafood Finnmark AS and Grieg Seafood Rogaland AS, Grieg Seafood ASA has arranged salmon price
contracts. In view of the fact that the contractual counterparty is in compulsory liquidation, the accounts for 2012 include a loss of TNOK
905 related to these price contracts. Bankruptcy proceedings were concluded in 2014 and Grieg Seafood ASA received TNOK 404 in the
final residual settlement.
101
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 7
OTHER RECEIVABLES/OTHER
CURRENT LIABILITIES
Amounts in NOK 1000
OTHER CURRENT RECEIVABLES
Prepaid expenses
Accrued tax
Deposit Nasdaq*)
Other current receivables
Other current receivables 31.12
2015
599
1 672
1 513
262
4 046
2014
814
2 521
8 771
98
12 204
*) Deposit Nasdaq is linked to the ongoing financial salmon price contracts. Grieg Seafood ASA enters into hedging contracts on behalf
of Grieg Seafood Rogaland AS and Grieg Seafood Finnmark AS.
OTHER CURRENT LIABILITIES
Accrued interest
Other accrued expenses
Unrealised loss on interest rate swap contracts, see note 9
Unrealised loss on foreign currency contracts
Other current liabilities
Other current liabilities at 31.12
2015
5 532
5 939
14 555
0
1 846
27 872
2014
2 094
11 357
17 898
2 696
490
34 535
102
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 8
RESTRICTED BANK DEPOSITS
Amounts in NOK 1000
Restricted deposits related to employees' tax deductions
Restricted account Nasdaq *)
Other bank deposits
Total
2015
1 295
1 513
212 249
215 057
2014
1 079
937
93 953
95 969
*) Restricted amounts to financial salmon price contracts. Grieg Seafood ASA enters into hedging contracts on behalf of Grieg Seafood
Rogaland AS and Grieg Seafood Finnmark AS.
103
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 9 FINANCIAL
INSTRUMENTS RECOGNISED AT
FAIR VALUE
Amounts in NOK 1000
Forward foreign currency contracts
Intrerest swap rate contracts (3 contracts for a total of
MNOK 800 maturing in 2016 and 2019)
Total financial instruments at fair value
CHANGE IN FAIR VALUE POSTED AS FINANCIAL ITEMS
Unrealised gain/loss on foreign currency contracts
Unrealised gain/loss on interest rate swaps
Net realised/unrealised gain/loss on financial instruments
2015
ASSETS
0
0
0
CURRENT
LIABILITIES
0
-15 582
-15 582
2014
ASSETS
0
0
0
2015
0
2 316
2 316
CURRENT
LIABILITIES
-2 696
-17 898
-20 594
2014
-3 213
-7 755
-10 968
104
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 10
INVESTMENTS IN SUBSIDIARIES
Amounts in NOK 1000
Grieg Seafood Rogaland AS
Grieg Seafood Canada AS
Grieg Seafood Finnmark AS
Registered
office - country
Norway
Norway
Norway
Registered
office -
location
Bergen
Bergen
Alta
Grieg Seafood Hjaltland UK Ltd
UK
Shetland
Erfjord Stamfisk AS
Ocean Quality AS
Norway
Norway
Suldal
Bergen
Book value of subsidiaries at 31.12
Ownership/
voting share
Equity at
31.12.2015
Profit/loss
2015
Book value
100 %
100 %
100 %
100 %
100 %
60 %
385 407
68 493
625 467
24 784
1 377 922
38 159
55 232
-14
96 433
-164 313
-4 436
19 594
174 658
138 252
400 481
458 750
48 839
6 000
1 226 980
105
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 11
INVESTMENTS IN SHARES
Amounts in NOK 1000
INVESTMENTS IN SHARES
Finnøy Næringspark AS
DN Global Allokering
Codfarmers ASA
CO2 AS
Norsk Villaksforvaltning
Fiskeriforum Vest
Book value of shares at 31.12
Registered
office - country
Norge
Norge
Norge
Norge
Norge
Norge
Registered
office -
location
Ownership/
voting share
Finnøy
7,14 %
Oslo
Oslo
Lindås
Førde
Bergen
-
0,00 %
10,00 %
15,15 %
20,00 %
No. of shares
Acquisition cost
Book value
100
3 038
500
2
5
20
103
630
156
20
50
16
103
444
4
20
50
16
637
106
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 12
INTANGIBLE ASSETS
2014
Book value at 01.01
Book value 01.01 reclassified intangible assets
Intangible assets acquired
Amortisation
Book value at 31.12
As at 31.12.
Acquisition cost
Accumulated amortisation
Book value at 31.12
Economic lifetime/amortisation plan
2015
Book value at 01.01.
Intangible assets acquired
Amortisation
Book value at 31.12
As at 31.12.
Acquisition cost
Accumulated amortisation
Book value at 31.12
Economic lifetime/amortisation plan
SOFTWARE
4 373
3 341
8 107
-4 501
11 320
23 703
-12 383
11 320
3 - 10 years
SOFTWARE
11 320
9 161
-3 830
16 651
32 864
-16 213
16 651
3 - 10 years
107
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 13
TANGIBLE FIXED ASSETS
2014
Book value at 01.01
Book value 01.01 reclassified intangible assets
Tangible fixed assets acquired
Depreciation
Book value at 31.12.
As at 31.12.
Acquisition cost
Accumulated depreciation
Book value at 31.12
PLANT, EQUIPMENT AND OTHER
FIXTURES ETC.
7 871
-3 341
678
-1 301
3 908
10 678
-6 770
3 908
Economic lifetime/amortisation plan
3-5 years
PLANT, EQUIPMENT AND OTHER
FIXTURES ETC.
3 908
2 351
-1 446
4 814
13 030
-8 216
4 814
3-5 years
2015
Book value at 01.01
Tangible fixed assets acquired
Depreciation
Book value at 31.12
As at 31.12.
Acquisition cost
Accumulated depreciation
Book value at 31.12
Economic lifetime/amortisation plan
108
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 14 SHARE CAPITAL AND
SHAREHOLDER INFORMATION
SHARE CAPITAL
As at 31 December 2015 the company had 111 662 000 shares with a nominal value of NOK 4 per share.
All shares issued by the company are fully paid up. There is one class of shares and all shares have the same rights.
In June 2011 the company purchased 1 250 000 of its own shares for NOK 14.40 per share
Holdings of treasury shares
31.12.2015
THE LARGEST SHAREHOLDERS OF GRIEG SEAFOOD ASA
GRIEG HOLDINGS AS
DNB NOR MARKETS
NORDEA BANK NORGE ASA
KONTRARI AS
YSTHOLMEN AS
OM HOLDING AS
STATE STREET BANK AND TRUST CO.
GRIEG SEAFOOD ASA
Total - largest shareholders
Other shareholders with shareholding less than 1%
Change in
share capital
(TNOK)
Nominal value
(NOK)
Total share
capital (TNOK)
No. of ordinary
shares
4,00
4,00
446 648
111 662 000
-5 000
-1 250 000
441 648
110 412 000
No. of shares
Shareholding
No. of shares
Shareholding
31.12.15
55 801 409
22 188 238
6 605 998
5 862 763
2 928 197
2 610 000
1 305 901
1 250 000
98 552 506
13 109 494
31.12.15
49,97 %
19,87 %
5,92 %
5,25 %
2,62 %
2,34 %
1,17 %
1,12 %
88,26 %
11,74 %
31.12.14
55 801 409
22 188 238
6 605 998
6 559 309
2 928 197
2 610 000
1 305 901
1 250 000
99 249 052
12 412 948
31.12.14
49,97 %
19,87 %
5,92 %
5,87 %
2,62 %
2,34 %
1,17 %
1,12 %
88,88 %
11,12 %
Total shares
111 662 000
100,00 %
111 662 000
100,00 %
SHARES CONTROLLED BY BOARD MEMBERS AND
GROUP MANAGEMENT:
31.12.15
31.12.15
31.12.14
31.12.24
BOARD OF DIRECTORS:
Per Grieg jr. *)
Wenche Kjølås (Jawendel AS)
Asbjørn Reinkind (Reinkind AS)
Karin Bing Orgland
Ola Braanaas
GROUP MANAGEMENT:
Andreas Kvame (CEO)
Atle Harald Sandtorv (CFO)
Knut Utheim (COO)
Morten Vike (resigned as CEO 17.10.2014)
60 786 561
54,44 %
60 786 561
54,44 %
7 000
120 000
-
-
0
45 500
0
0
0,00 %
0,11 %
0,00 %
0,00 %
0,00 %
0,04 %
0,00 %
0,00 %
7 000
120 000
-
-
0
45 500
0
75 000
0,00 %
0,11 %
0,00 %
0,00 %
0,00 %
0,04 %
0,00 %
0,07 %
*Shares owned by the following companies are controlled by Per Grieg jr. and family.
Grieg Holdings AS
Grieg Shipping II AS
Ystholmen AS
Grieg Ltd AS
Kvasshøgdi AS
Per Grieg jr. private
Total shares
55 801 409
49,98 %
55 801 409
49,98 %
824 565
2 928 197
217 390
1 000 000
15 000
0,74 %
2,62 %
0,19 %
0,90 %
0,01 %
824 565
2 928 197
217 390
1 000 000
15 000
0,74 %
2,62 %
0,19 %
0,90 %
0,01 %
60 786 561
54,45 %
60 786 561
54,45 %
109
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
NOTE 15
TAXES
TEMPORARY DIFFERENCES
Fixed assets
Profit and loss account
Long-term debt/amortised cost
Accounts receivable
Financial instruments
Revaluation account non-current liabilities
Cash-based options
Net temporary differences/ basis for deferred tax in balance sheet
Carryforwards
Change
-2 104
485
4 848
0
-2 324
-54 134
2 806
-50 423
0
2015
1 871
1 939
6 739
0
-15 582
157 118
-6 302
145 783
0
Basis for deferred tax in balance sheet
-50 422
145 783
Deferred tax assets 27%
Change in deffered tax assets due to change in tax rate
Deferred tax/deferred tax assets in balance sheet
-13 614
2 916
-10 699
Change in deferred tax in balance sheet
Change in deferred tax in income statement
THE TAX CHARGE FOR THE YEAR ARISES AS FOLLOWS:
BASIS FOR TAX PAYABLE
Profit before taxes
Group contribution entered as income
Recognised share dividends
Other permanent differences
Basis for tax expense for the year
Change in temporary differences
Basis for tax payable in the income statement
Group contribution received
Basis for tax payable
39 361
-2 916
36 446
-10 699
-10 699
2015
51 015
-39 091
-30
-563
11 331
-50 423
-39 093
39 091
0
2014
-233
2 424
11 587
0
-17 907
102 985
-3 496
95 360
0
95 360
25 747
0
25 748
-21 927
-21 927
2014
82 476
-33 651
-28
-1 241
47 557
-81 209
-33 651
33 651
0
110
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY27% of the basis for tax payable (tax expense in the income statement)
Repayment of withholding tax
Tax effect of foreign tax not credited Norwegian tax
Change in deferred tax
Change in deferred tax due to change of rate in 2015
Total tax charge
2015
0
28
648
13 614
-2 916
11 375
2014
0
-16
1 401
21 927
0
23 313
Reconciliation of tax expense
Basis
Basis
Profit before taxes
Estimated tax 27%
Tax expense in income statement
Difference
THE DIFFERENCE CONSISTS OF THE FOLLOWING:
27% of permanent differences
Change in unutilised credit allowance/dividend payments
Tax effect of foreign tax not credited Norwegian tax
Change in tax/deferred tax due to change of rate
Total explained difference
TAX PAYABLE IN THE BALANCE SHEET
Tax payable (27% of the basis for tax payable)
Tax payable in balance sheet
Tax loss carried forward
51 015
13 774
-11 375
2 400
152
-312
676
-2 916
-2 400
82 476
22 269
-23 312
-1 043
335
-694
1 401
0
1 043
2015
2014
0
0
0
0
0
0
111
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 16
GARANTEES, GUARANTOR
GUARANTEES
As at 31.12.2015 GSF ASA had a guarantee commitment of MNOK 190 in connection with leasing contracts with SF Finans AS, on behalf
of subsidiaries.
GUARANTOR
Grieg Seafood ASA served as guarantor on behalf of Grieg Seafood Finnmark AS, Grieg Seafood Rogaland AS and Erfjord Stamfisk AS
in connection with an extension of credit for the purchase of fish feed from Skretting. The total amount is MNOK 115, with maturity on
30.06.2016.
112
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 17
RELATED PARTIES
Amounts in NOK 1000
2015
Operating
income
Operating
expenses
Financial
income
Financial
expenses
Current
receivables,
group
companies
Non-
current
receivables,
group
companies
Current
liabilities
to group
companies
Current
receivables
Total related parties -
group companies
Total related parties -
shareholders
52 351
782
55 823
-529
903 345
691 259
4 827
-26 511
0
5 373
0
0
0
0
0
-492
Total
52 351
6 155
55 823
-529
903 345
691 259
4 827
-27 003
2014
Operating
income
Operating
expenses
Financial
income
Financial
expenses
Current
receivables,
group
companies
Non-
current
receivables,
group
companies
Current
liabilities
to group
companies
Current
receivables
Total related parties -
group companies
Total related parties - joint
venture
Total related parties -
shareholders
37 534
1 626
51 104
311
933 860
637 126
1 901
40 446
3 099
0
0
4 560
0
0
0
0
0
0
0
0
146
297
0
-195
Total
40 633
6 186
51 104
311
933 860
637 126
2 344
40 251
The company purchases services from companies controlled by Grieg Seafood ASA´s majority shareholder, Grieg Holdings AS. These
services include
•
Services related to ICT and other functions such as book-keeping, canteen, reception etc., provided by Grieg Group Resources AS on
an arm’s length basis.
• Grieg Seafood ASA rents its offices from Grieg Gaarden KS, based on an arm’s length.
•
The parent company provides a range of services to the subsidiaries. The services include administrative services and services related
to the parent provision of non-current loans and short-term credit facilities to the subsidiaries. The interest is on an arm´s length
basis.
• As from 2015, Ocean Quality AS is classified as a subsidiary to Grieg Seafood ASA. Grieg Seafood ASA enters into hedging contracts
on behalf of Grieg Seafood Rogaland AS and Grieg Seafood Finnmark AS. The arrangement is intended to reduce these companies´
exposure to salmon prices. The agreements with the subsidiaries are priced on the basis of a “back to back” arrangement.
113
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
NOTE 18
NET INTEREST-BEARING DEBT
AND MORTGAGES
June 2015, the Company´s bank credit was expanded by MNOK 500 to provide financing upon redemption of bond loans of MNOK 400.
Simultaneously, Danske Bank left the bank syndicate and DNB and Nordea currently provide 50% each. The financing agreement consists
of a total frame of MNOK 1 910 including a long-term credit facility of MNOK 700. The Group fully redeemed the bond loan of MNOK 400 in
December 2015, through utilising MNOK 400 of the bank credit. At year-end a total of MNOK 450 was drawn down of the total credit line
of MNOK 700.
The corporate finance agreement includes covenants related to consolidated accounts of 35%, a revolving NIBD/EBITDA ratio of 5.0 if the
book equity ratio is higher than 40% and 4.5 if the book equity ratio is between 35% and 40%. As at 31.12.2015 there has been granted an
extention for the NIBD/EBITDA requirements. Hence, the Group as at 31.12.2014 was in compliance with all covenants. The extention applies
for Q1 2016.
NON-CURRENT LIABILITIES
Mortgage loan
Long-term credit facility *)
Amortised cost
Total interest-bearing non-current liabilities
2015
1 075 000
450 000
-6 739
1 518 261
2014
765 000
200 000
-7 637
957 363
*) In accordance with a new financing agreement entered into in June 2015 the current revolving facility is replaced by a total long-term
credit. As at 31.12.2015 this is utilised with MNOK 450.
SHORT-TERM DEBT
Bond loan
Share of current part of mortgage loan
Total interest-bearing current liabilities
Gross interest-bearing liabilities
Bank deposits
Loans to group companies
Net interest-bearing liabilities
0
90 000
90 000
1 608 261
215 057
864 945
528 259
396 050
90 000
486 050
1 443 413
95 969
1 527 854
-180 410
114
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
MATURITY PROFILE - NON-CURRENT LIABILITIES
Mortgage loan
Long-term credit facility *)
Total
2015
90 000
2016
90 000
2017
90 000
SUBSE-
QUENTLY
2018
TOTAL
90 000
798 261
1 068 261
450 000
450 000
90 000
90 000
90 000
90 000
1 248 261
1 518 261
*) In accordance with a new financing agreement entered into in June 2015 the current revolving facility is replaced by a total long-term
credit. As at 31.12.2015 this is utilised with MNOK 450.
LIABILITIES SECURED BY MORTGAGE
Liabilities to credit institutions
Total liabilities
BOOK VALUE OF ASSETS PLEDGED AS SECURITY
Shares in subsidiaries
Shares in joint ventures
Fixed assets
Accounts receivable
Loans to group companies
Total assets pledged as security
2015
1 608 261
1 608 261
2014
1 055
1 055
1 226 980
1 220 980
-
4 814
4 827
6 000
3 908
2 344
864 945
1 527 854
2 101 566
2 761 086
In addition, pledges to banks include fixed assets, licences, inventories and accounts receivables from subsidiaries.
TYPE OF DEBT
Currency
Interest rate
Maturity
Syndicated long-term loan
NOK
Syndicated loan revolving credit
NOK
Bond loan
Total
NOK
Floating
Floating
Floating
06/2019
06/2019
12/2015
AVERAGE INTEREST RATE ON SYNDICATED LOANS, 2015
2015
2014
Current
portion
Non-
current
portion
Current
portion
90 000
1 518 261
90 000
Non-
current
portion
757 363
200 000
90 000
1 518 261
486 050
957 363
396 050
Syndicated long-term loan
Syndicated loan revolving credit
Total loans
31.12.15
NOK
CAD
GBP
USD
1 158 261
1 158 261
450 000
450 000
1 608 261
1 608 261
0
0
0
Average rate of interest (adjusted with effect of interest
swap)
2015
2014
4,70 %
5,18 %
115
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANYNOTE 19
POST-BALANCE SHEET EVENTS
Since the closing of accounts at year-end 2015 there have been no events which could materially affect the accounts for 2015.
116
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
To the Annual Shareholders' Meeting of Grieg Seafood ASA
Independent auditor’s report
Report on the Financial Statements
We have audited the accompanying financial statements of Grieg Seafood ASA, which comprise the
financial statements of the parent company and the financial statements of the group. The financial
statements of the parent company comprise the balance sheet as at 31 December 2015, and the income
statement, statement of changes in equity and cash flow statement, for the year then ended, and a
summary of significant accounting policies and other explanatory information. The financial
statements of the group comprise the balance sheet at 31 December 2015, income statement, statement
of comprehensive income, changes in equity and cash flow for the year then ended, and a summary of
significant accounting policies and other explanatory information.
The Board of Directors and the Managing Director’s Responsibility for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation and fair
presentation of the financial statements of the parent company in accordance with Norwegian
Accounting Act and accounting standards and practices generally accepted in Norway, and for the
preparation and fair presentation of the financial statements of the group in accordance with
International Financial Reporting Standards as adopted by EU and for such internal control as the
Board of Directors and the Managing Director 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
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
preparation and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
PricewaterhouseCoopers AS, Sandviksbodene 2A, Postboks 3984 - Sandviken, NO-5835 Bergen
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
117
GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY
Independent auditor's report - 2015 - Grieg Seafood ASA, page 2
Opinion on the financial statements of the parent company
In our opinion, the financial statements of the parent company are prepared in accordance with the
law and regulations and present fairly, in all material respects, the financial position for Grieg Seafood
ASA as at 31 December 2015, and its financial performance and its cash flows for the year then ended
in accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway.
Opinion on the financial statements of the group
In our opinion, the financial statements of the group are prepared in accordance with the law and
regulations and present fairly, in all material respects, the financial position of the group Grieg
Seafood ASA as at 31 December 2015, and its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by EU.
Report on Other Legal and Regulatory Requirements
Opinion on the Board of Directors' report and the statement on Corporate Governance
Based on our audit of the financial statements as described above, it is our opinion that the
information presented in the Board of Directors report and in the statement on Corporate Governance
concerning the financial statements, the going concern assumption and the proposal for the allocation
of the profit is consistent with the financial statements and complies with the law and regulations.
Opinion on Registration and Documentation
Based on our audit of the financial statements as described above, and control procedures we have
considered necessary in accordance with the International Standard on Assurance Engagements ISAE
3000 “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, it is
our opinion that management has fulfilled its duty to produce a proper and clearly set out registration
and documentation of the company’s accounting information in accordance with the law and
bookkeeping standards and practices generally accepted in Norway.
Bergen, 6 April 2016
PricewaterhouseCoopers AS
Jon Haugervåg
State Authorised Public Accountant (Norway)
Note: This translation from Norwegian has been prepared for information purposes only.
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GRIEGSEAFOOD 2 0 1 5 PARENT COMPANY