UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-3390
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-2260388
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 676-8800
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock American Stock
$1.00 Par Value Exchange
Securities registered pursuant of Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. X
Indicate by checkmark whether the registrant is an
accelerated filer (as defined in Rule 126-2 of the Act).
Yes X No
The aggregate market value of 348,815 shares of voting stock
held by nonaffiliates on January 31, 2003 was approximately
$86,663,087, based on the closing price of $248.45 per share on
June 29, 2002, the end of the registrant's second fiscal quarter.
As of February 21, 2003, the number of shares of common stock
outstanding was 1,255,053.90.
EXPLANATORY STATEMENT
This amendment to the Annual Report on Form 10-K/A for the
year ended December 31, 2002 is being filed to include the
audited financial statements of Fjord Seafood ASA (Fjord) for the
year ended December 31, 2002 as required by Rule 3-09 of
Regulation S-X. As of December 31, 2002, Seaboard Corporation
owned a 20.7% interest in Fjord. In accordance with rule 12b-15
under the Securities and Exchange Act of 1934, as amended, the
text of the amended item is set forth in its entirety in the
following pages.
DOCUMENTS INCORPORATED BY REFERENCE
Part I, item 1(b), a part of item 1(c)(1) and the financial
information required by item 1(d) and Part II, items 5, 6, 7, 7A
and 8 are incorporated by reference to the Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b).
Part III, a part of item 10 and items 11, 12 and 13 are
incorporated by reference to the Registrant's definitive proxy
statement filed pursuant to Regulation 14A for the 2003 annual
meeting of stockholders (the "2003 Proxy Statement").
This Form 10-K/A and its Exhibits (Form 10-K/A) contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which may include
statements concerning projection of revenues, income or loss,
capital expenditures, capital structure or other financial items,
statements regarding the plans and objectives of management for
future operations, statements of future economic performance,
statements of the assumptions underlying or relating to any of
the foregoing statements and other statements which are other
than statements of historical fact. These statements appear in a
number of places in this Form 10-K/A and include statements
regarding the intent, belief or current expectations of the
Company and its management with respect to (i) the cost and
timing of the completion of new or expanded facilities, (ii) the
Company's ability to obtain adequate financing and liquidity,
(iii) the price of feed stocks and other materials used by the
Company, (iv) the sale price for pork products from such
operations, (v) the price for the Company's products and
services, (vi) the demand for power and related spot prices in
the Dominican Republic, (vii) the effect of the devaluation of
the Argentine peso, (viii) the effect of the changes to the
produce division operations on the consolidated financial
statements of the Company, (ix) the potential effect of the
proposed meat packer ban legislation on the Company's Pork
Division, (x) the effect of the national strike in Venezuela on
the Company's Marine Division, (xi) the potential effect of the
Company's investments in a wine business and salmon and other
seafood business on the consolidated financial statements of the
Company, (xiii) the potential impact of various environmental
actions pending or threatened against the Company, or (xiii)
other trends affecting the Company's financial condition or
results of operations. Readers are cautioned that any such
forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual
results may differ materially as a result of various factors.
The accompanying information contained in this Form 10-K/A,
including without limitation, the information under the headings
"Management's Discussion and Analysis of Financial Condition and
Results of Operations", identifies important factors which could
cause such differences.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as part of this report:
**1. Consolidated financial statements.
See Index to Consolidated Financial Statements on
page F-1.
2. Consolidated financial statement schedules.
See Index to Consolidated Financial Statements on
page F-1.
3. Exhibits.
3.1 - Registrant's Certificate of Incorporation,
as amended. Incorporated by reference to Exhibit
3.1 of Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
3.2 - Registrant's By-laws, as amended.
Incorporated by reference to Exhibit 3.2 of
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.
4.1 - Note Purchase Agreement dated
December 1, 1993 between the Registrant and
various purchasers as listed in the exhibit. The
Annexes and Exhibits to the Note Purchase
Agreement have been omitted from the filing, but
will be provided supplementally upon request of
the Commission. Incorporated by reference to
Exhibit 4.1 of Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993.
4.2 - Seaboard Corporation 6.49% Senior Note Due
December 1, 2005 issued pursuant to the Note
Purchase Agreement described above. Incorporated
by reference to Exhibit 4.2 of Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993.
4.3 - Note Purchase Agreement dated June 1, 1995
between the registrant and various purchasers as
listed in the exhibit. The Annexes and Exhibits
to the Note Purchase Agreement have been omitted
from the filing, but will be provided
supplementally upon request of the Commission.
Incorporated by reference to Exhibit 4.3 of
Registrant's Form 10-Q for the quarter ended
September 9, 1995.
4.4 - Seaboard Corporation 7.88% Senior Note Due
June 1, 2007 issued pursuant to the Note Purchase
Agreement described above. Incorporated by
reference to Exhibit 4.4 of Registrant's Form 10-Q
for the quarter ended September 9, 1995.
4.5 - Seaboard Corporation Note Agreement dated as
of December 1, 1993 ($100,000,000 Senior Notes due
December 1, 2005). First Amendment to Note
Agreement. Incorporated by reference to Exhibit
4.7 of Registrant's Form 10-Q for the quarter
ended March 23, 1996.
4.6 - Seaboard Corporation Note Agreement dated as
of June 1, 1995 ($125,000,000 Senior Notes due
June 1, 2007). First Amendment to Note Agreement.
Incorporated by reference to Exhibit 4.8 of
Registrant's Form 10-Q for the quarter ended
March 23, 1996.
4.7 - Second Amendment to the Note Purchase
Agreements dated as of December 1, 1993
($100,000,000 Senior Notes due December 1, 2005).
Incorporated by reference to Exhibit 4.1 of
Registrant's Form 10-Q for the quarter ended
September 28, 2002.
4.8 - Second Amendment to the Note Purchase
Agreements dated as of June 1, 1995 ($125,000,000
Senior Notes due June 1, 2007). Incorporated by
reference to Exhibit 4.2 of Registrant's Form 10-Q
for the quarter ended September 28, 2002.
4.9 - Seaboard Corporation Note Purchase Agreement
dated as of September 30, 2002 between the
Registrant and various purchasers as listed in the
exhibit. The Annexes and Exhibits to the Note
Purchase Agreement have been omitted from the
filing, but will be provided supplementally upon
request of the Commission. Incorporated by
reference to Exhibit 4.3 of Registrant's Form 10-Q
for the quarter ended September 28, 2002.
4.10 - Seaboard Corporation $32,500,000 5.8%
Senior Note, Series A, due September 30, 2009
issued pursuant to the Note Purchase Agreement
described above. Incorporated by reference to
Exhibit 4.4 of Registrant's Form 10-Q for the
quarter ended September 28, 2002.
4.11 - Seaboard Corporation $38,000,000 6.21%
Senior Note, Series B, due September 30, 2009
issued pursuant to the Note Purchase Agreement
described above. Incorporated by reference to
Exhibit 4.5 of Registrant's Form 10-Q for the
quarter ended September 28, 2002.
4.12 - Seaboard Corporation $7,500,000 6.21%
Senior Note, Series C, due September 30, 2012
issued pursuant to the Note Purchase Agreement
described above. Incorporated by reference to
Exhibit 4.6 of Registrant's Form 10-Q for the
quarter ended September 28, 2002.
4.13 - Seaboard Corporation $31,000,000 6.92%
Senior Note, Series D, due September 30, 2012
issued pursuant to the Note Purchase Agreement
described above. Incorporated by reference to
Exhibit 4.7 of Registrant's Form 10-Q for the
quarter ended September 28, 2002.
* 10.1 - Registrant's Executive Retirement Plan
dated January 1, 1997. The addenda have been
omitted from the filing, but will be provided
supplementary upon request of the Commission.
Incorporated by reference to Exhibit 10.1 of
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.
* 10.2 - Registrant's Supplemental Executive Benefit
Plan as Amended and Restated. Incorporated by
reference to Exhibit 10.2 of Registrants Form 10-K
for fiscal year ended December 31, 2000.
* 10.3 - Registrant's Supplemental Executive
Retirement Plan for H. Harry Bresky dated
March 21, 1995. Incorporated by reference to
Exhibit 10.3 of Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.
* 10.4 - Registrant's Executive Deferred
Compensation Plan dated January 1, 1999.
Incorporated by reference to Exhibit 10.1 of
Registrant's Form 10-Q for the quarter ended
March 31, 1999.
* 10.5 - First Amendment to Registrant's Executive
Retirement Plan as Amended and Restated
January 1, 1997, dated February 28, 2001, amending
Registrant's Executive Retirement Plan dated
January 1, 1997 referenced as Exhibit 10.1.
Incorporated by reference to Exhibit 10.6 of
Registrant's Form 10-K for fiscal year ended
December 31, 2000.
* 10.6 - Registrant's Investment Option Plan dated
December 18, 2000. Incorporated by reference to
Exhibit 10.7 of Registrant's Form 10-K for fiscal
year ended December 31, 2000.
10.7 - Reorganization Agreement by and between
Seaboard Corporation and Seaboard Flour
Corporation as of October 18, 2002 incorporated by
reference to Exhibit 10.1 of the Form 8-K dated
October 18, 2002.
10.8 - Purchase and Sale Agreement dated October
18, 2002 by and between Flour Holdings LLC and
Seaboard Flour Corporation with respect to which
the "Earnout Payments" thereunder have been
assigned to Seaboard Corporation. Incorporated by
reference to Exhibit 10.2 of Registrant's Form 10-
Q for the quarter ended September 28, 2002.
**13 - Sections of Annual Report to security holders
incorporated by reference herein.
**21 - List of subsidiaries.
99.1 - Certification of the Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.2 - Certification of the Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
* Management contract or compensatory plan or arrangement.
** Previously filed with the Form 10-K dated March 4, 2003.
(b) Reports on Form 8-K
i. Seaboard Corporation filed Form 8-K dated October 8, 2002
announcing completion of a private placement of Senior Notes and
its intentions for the use of the proceeds.
ii. Seaboard Corporation filed Form 8-K dated October 18, 2002
announcing the repurchase of 232,414.85 shares of common stock
from its parent, Seaboard Flour Corporation.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SEABOARD CORPORATION
By /s/Robert L. Steer
Robert L. Steer, Senior Vice President, Treasurer
and Chief Financial Officer (principal financial
officer)
Date: June 30, 2003
CERTIFICATIONS
I, H. H Bresky, certify that:
1.I have reviewed this annual report, as amended, on Form 10-K/A of Seaboard
Corporation;
2.Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3.Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a)designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b)evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c)presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5.The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a)all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b)any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6.The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: June 30, 2003
/s/H. H. Bresky
H. H. Bresky, Chairman of the Board,
President, and Chief Executive Officer
CERTIFICATIONS
I, Robert L. Steer, certify that:
1.I have reviewed this annual report, as amended, on Form 10-K/A of Seaboard
Corporation;
2.Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3.Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a)designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b)evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c)presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5.The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a)all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b)any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6.The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: June 30, 2003
/s/Robert L. Steer
Robert L. Steer, Senior Vice President,
Treasurer, and Chief Financial Officer
SEABOARD CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements and Schedule
Financial Statements
Stockholders'
Annual Report Page
Independent Auditors' Report 23
Consolidated Balance Sheets as of December 31, 2002
and December 31, 2001 24
Consolidated Statements of Earnings for the years
ended December 31, 2002, December 31, 2001 and
December 31, 2000 25
Consolidated Statements of Changes in Equity for the
years ended December 31, 2002, December 31, 2001and
December 31, 2000 26
Consolidated Statements of Cash Flows for the years
ended December 31, 2002, December 31, 2001 and
December 31, 2000 27
Notes to Consolidated Financial Statements 28
The foregoing are incorporated by reference.
II - Valuation and Qualifying Accounts for the years ended
December 31, 2002, 2001 and 2000 F-3
Index to Fjord Seafood ASA Audited Financial Statements
Page
Report of Independent Auditors F-4
Consolidated Statements of Profit and Loss for the years ended
December 31, 2002, December 31, 2001 and December 31, 2000 F-5
Consolidated Balance Sheet as of December 31, 2002 and December
31, 2001 F-6,7
Consolidated Cash Flow Statement for the years ended December 31,
2002, December 31, 2001 and December 31, 2000 F-8
Notes to Consolidated Financial Statements F-9
The audit of the financial statements of Fjord Seafood ASA was conducted in
accordance with auditing standards and practices generally accepted in Norway
which differ from auditing standards generally accepted in the United States
of America.
The individual financial statements of all other nonconsolidated
foreign affiliates, which would be required if each such foreign
affiliate were a Registrant, are omitted because (a) the
Registrant's and its other subsidiaries' investments in and
advances to such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet and (b) the Registrant's and its other subsidiaries' equity
in the earnings before income taxes and extraordinary items of
the foreign affiliates does not exceed 20% of such income of the
Registrant and consolidated subsidiaries compared to the average
income for the last five fiscal years.
Combined condensed financial information as to assets,
liabilities and results of operations have been presented for
nonconsolidated foreign affiliates in Note 5 of "Notes to the
Consolidated Financial Statements."
All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related consolidated notes.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Seaboard Corporation:
Under date of February 21, 2003, we reported on the consolidated
balance sheets of Seaboard Corporation and subsidiaries as of
December 31, 2002 and 2001, and the related consolidated
statements of earnings, changes in equity and cash flows for each
of the years in the three-year period ended December 31, 2002, as
contained in the December 31, 2002 annual report to stockholders.
These consolidated financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K
for the year ended December 31, 2002. In connection with our
audits of the aforementioned consolidated financial statements,
we also audited the related consolidated financial statement
Schedule II as listed in the accompanying index. This financial
statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
KPMG LLP
Kansas City, Missouri
February 24, 2003
Schedule II
SEABOARD CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In Thousands)
Balance at Provision Write-offs net Acquisitions Balance at
beginning of year (1) of recoveries andDisposals end of year
Year ended December 31, 2002:
Allowance for doubtful accounts $ 20,571 62 (4,455) - $ 16,178
Drydock accrual $ 6,052 3,709 (3,368) - $ 6,393
Year ended December 31, 2001:
Allowance for doubtful accounts $ 29,801 206 (9,436) - $ 20,571
Drydock accrual $ 5,496 5,356 (4,800) - $ 6,052
Year ended December 31, 2000:
Allowance for doubtful accounts $ 29,075 12,276 (8,199) (3,351) $ 29,801
Drydock accrual $ 5,444 4,051 (3,999) - $ 5,496
(1) Allowance for doubtful accounts provisions charged to selling, general
and administrative expenses; drydock provisions charged to cost of sales.
KPMG AS
Fjordgata 68 Telephone +47 73 80 21 00
N-7010 Trondheim Fax +47 73 80 21 20
www.kpmg.no
Enterprise No 937 174 627 MVA
To the Annual Shareholders' Meeting of Fjord Seafood ASA
AUDITOR'S REPORT FOR 2002
Respective Responsibilities of Directors and Auditors
We have audited the annual financial statements of Fjord Seafood ASA as of
31 December 2002, showing a profit of NOK 52 605 688 for the parent company
and a loss of NOK 192 278 254 for the group. We have also audited the
information in the Directors' report concerning the financial statements,
the going concern assumption, and the proposal for the appropriation of the
profit. The financial statements comprise the balance sheet, the statements
of income and cash flows, the accompanying notes and the group accounts.
These financial statements and the Directors' report are the responsibility
of the Company's Board of Directors and President. Our responsibility is to
express an opinion on these financial statements and other information
according to the requirements of the Norwegian Act on Auditing and Auditors.
Basis of Opinion
We conducted our audit in accordance with the Norwegian Act on Auditing and
Auditors and auditing standards and practices generally accepted in Norway.
Those standards and practices require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant accounting estimates made by management, as well as evaluating
the overall financial statement presentation. To the extent required by law
and auditing standards and practices an audit also comprises a review of the
management of the Company's financial affairs and its accounting and
internal control systems. We believe that our audit provides a reasonable
basis for our opinion.
Opinion
In our opinion,
the financial statements have been prepared in accordance with law and
regulations and present the financial position of the Company and of the
Group as of 31 December 2002, and the results of its operations and its cash
flows for the year then ended, in accordance with accounting standards,
principles and practices generally accepted in Norway.
the Company's management has fulfilled its obligation in respect of
registration and documentation of accounting information as required by law
and accounting standards, principles and practices generally accepted in
Norway.
the information in the Directors' reports concerning the financial
statements, the going concern assumption, and the proposal for the
appropriation of the profit is consistent with the financial statements and
comply with the law and regulations.
Trondheim, 31 March 2003
KPMG AS
/s/ Hallvard Stromme
Hallvard Stromme
State Authorised Public Accountant
Note: This translation of the Norwegian statutory Audit Report has been
prepared for information purposes only.
Fjord Seafood ASA 2002 Group accounts
PROFIT AND LOSS ACCOUNT Amounts in NOK 1 000
Note 2002 2001 2000
Sales revenues 2/4 3 995 553 3 302 533 2 317 850
Other operating revenues 1/17 253 984 62 966 12 857
TOTAL OPERATING REVENUES 4 249 536 3 365 499 2 330 707
Transportation costs, goods sold -324 915 -294 555 -155 466
NET OPERATING REVENUES 3 924 622 3 070 944 2 175 241
Change in inventory -158 154 125 111 149 098
Write-down of inventory 78 652 -158 800 0
Cost of materials -2 400 570 -2 194 260 -1 757 649
Wages, salaries, and other
personnel expenses 6/7 -669 665 -520 211 -210 056
Other operating expenses 6/17 -619 718 -356 527 -73 552
OPERATING PROFIT BEFORE DEPRECIATION
AND WRITE-DOWNS 155 166 -33 742 283 082
Ordinary depreciation 8 -209 406 -202 016 -79 908
Write-off of fixed assets 6/8 -91 083 -71 580 0
OPERATING PROFIT BEFORE GOODWILL
WRITE-OFFS AND WRITE-DOWNS -145 322 -307 338 203 174
Write-off of goodwill/badwill 6/8 -31 199 -42 452 -12 584
Amortization of goodwill/badwill 6/8 25 500 -300 530 0
OPERATING PROFIT (EBIT) -151 021 -650 320 190 590
Share of earnings in associated companies 9 -19 127 -8 799 236
Interest income 7 369 14 775 14 485
Other financial income 58 805 15 603 14 937
Interest expenses -180 965 -210 965 -95 605
Other financial expenses 6 -44 643 -14 820 -13 415
PRE-TAX PROFIT/LOSS -329 582 -854 527 111 227
Tax 13 137 304 111 372 -26 215
PROFIT FOR THE YEAR -192 278 -743 155 85 012
Minority interests 11 -1 936 592 870
Earnings per share (in NOK) 19 -0.63 -7.04 1.49
Earnings per share - diluted (in NOK) 19 -0.63 -7.04 1.49
Fjord Seafood ASA 2002 Group accounts
BALANCE SHEET
Amounts in NOK 1 000
ASSETS NOTE 2002 2001 2000
Licenses and rights 8 1 288 620 1 542 580 1 288 335
Deferred tax benefit 13 135 789 31 945 5 917
Goodwill 1/6/8 971 694 459 175 615 236
Total intangible fixed assets 2 396 103 2 033 700 1 909 488
Land, buildings and other real property 8 439 100 494 233 322 957
Plant and equipment 8 435 469 570 391 459 311
Ships 8 20 659 31 195 31 231
Fixtures and fittings, furniture, tools,
office equipment, etc. 8 30 988 37 581 53 020
Total tangible fixed assets 926 217 1 133 400 866 519
Investments in associated companies 9 65 404 87 870 66 808
Loans to associated companies and FDH
joint venture 8 504 3 564 430
Investments in shares and holdings 10 35 661 26 558 16 038
Bonds/debentures and other receivables 28 074 24 976 10 923
Total financial fixed assets 137 643 142 968 94 200
Total fixed assets 3 459 963 3 310 067 2 870 207
Current assets
Inventory 5 1 121 864 1 211 159 949 093
Accounts receivable 559 056 487 914 479 456
Other receivables 117 039 174 678 67 782
Total receivables 676 095 662 592 547 238
Bank deposits, cash, and cash
equivalents 16 77 222 168 520 60 506
Total current assets 1 875 181 2 042 272 1 556 837
TOTAL ASSETS 5 335 144 5 352 339 4 427 044
Fjord Seafood ASA 2002 Group accounts
BALANCE SHEET
Amounts in NOK 1 000
EQUITY AND LIABILITIES Note 2002 2001 2000
Equity
Share capital 11 427 404 201 642 70 229
Own shares 11 -596 -596 0
Other equity 11 1 682 098 1 484 268 1 197 307
Minority interests 11 452 2 394 1 703
Total equity 2 109 358 1 687 708 1 269 239
Liabilities
Deferred tax 13 26 831 74 668 151 233
Other provisions for liabilities 7/9 6 367 23 506 6 352
Total provisions for liabilities 33 198 98 174 157 585
Debt to financial institutions 12/14/16 1 632 638 1 831 580 1 344 757
Other long-term liabilities 8/12/14/16 110 446 125 984 89 088
Total long-term liabilities 1 743 084 1 957 564 1 433 845
Debt to financial institutions 14/15/16 794 333 965 568 1 050 592
Accounts payable 375 013 409 095 328 585
Taxes payable 13 9 295 9 982 14 317
Unpaid public fees and levies 82 942 49 663 50 889
Dividend 0 0 21 069
Other short-term liabilities 187 922 174 585 100 923
Total current liabilities 1 449 505 1 608 894 1 566 375
Total liabilities 3 225 787 3 664 632 3 157 806
TOTAL EQUITY AND LIABILITIES 5 335 144 5 352 339 4 427 044
Fjord Seafood ASA 2002 Group accounts
CASH FLOW STATEMENT
Amounts in NOK 1 000
NOTE 2002 2001 2000
Pre-tax profit/loss -329 582 -854 527 111 227
Tax paid for the period 13 -7 927 -3 626 -29 202
Gains on demerger 1 -200 044 0 0
Gain/loss on sale of fixed assets 8 -1 540 -4 207 1 934
Write-offs and depreciation of fixed
assets 8 310 073 616 578 92 492
Changes in inventory and accounts
receivable/payable 4 360 15 506 -152 198
Profit adjustment upon applying equity
method 9 19 127 8 799 -236
Change in other current accruals 43 045 -53 385 -24 683
Net cash flow from operations -162 488 -274 862 -666
Proceeds from sale of fixed assets 8 7 182 22 850 15 162
Payment for purchases of fixed assets 8 -122 246 -320 849 -192 443
Payment for Pieters Group acquisition 1 -213 896 0 0
Proceeds from sale of shares/holdings
in other companies 6 023 125 321 4 200
Payment for shares/holdings in other
companies 10 -31 888 -216 442 -2 031 693
Net cash flow from investment activities -354 825 -389 120 -2 204 774
Received on new debt 31 353 1 044 839 1 406 517
Repayment of debt -80 235 -1 014 527 -279 596
Cash received from gains on hedging 34 398 0 0
Net change in bank overdraft facility -90 000 128 411 398 608
Receipt of equity capital 11 546 158 660 304 765 555
Dividends paid 0 -25 583 -38 278
Sale of own shares 11 0 0 35 700
Purchase of own shares 11 0 -19 320 -28 677
Net cash flow from financing activities 441 674 774 124 2 259 829
Exchange rate fluctuations, cash and
cash equivalents -15 659 -2 128 -3 799
Net change in cash and cash equivalents -91 298 108 014 50 590
Cash and cash equivalents as of 1 January 168 520 60 506 9 917
Cash and cash equivalents as of 31 December 77 222 168 520 60 506
Accounting principles
The Group accounts, which comprise the profit and loss accounts, balance
sheets, cash flow statements, and notes for the parent company and the
Group, have been prepared in accordance with the Norwegian Public Limited
Liability Companies Act, the Norwegian Accounting Act, and generally
accepted accounting principles in Norway as of 31 December 2002.
The Group accounts have been prepared based on the fundamental principles
governing historical cost accounting, comparability, continued operations,
congruence, and caution. Transactions are recorded to accounts at their
value at the time of the transaction. Income is entered as it is earned and
costs are booked against the related earned income. Applicable accounting
principles are presented in detail below. In cases where actual figures are
not available at the time of the closing of the accounts, generally accepted
accounting principles require management to make the best possible estimates
for the profit and loss account and balance sheet. Deviations may occur
between estimates and actual figures.
For profit and loss items, balance sheet items, and cash flow, historical
figures for the three most recent years are presented. Historical figures
are not adjusted for subsequent acquisitions or other business changes. A
separate note presents reworked, pro forma figures to facilitate comparison.
CONSOLIDATION PRINCIPLES
Consolidated companies
The Group's consolidated accounts comprise the accounts of companies in
which the parent company or subsidiaries have a direct or indirect
controlling influence. A controlling interest exists if a party directly or
indirectly owns more than 50 percent of the voting capital in the controlled
entity. Companies under temporary ownership are not consolidated. The Group
accounts show the companies' financial position, profit from the year's
activity, and cash flow; combined for the Group as a whole. Uniform
accounting principles are applied to all companies in the Group. Newly
acquired subsidiaries are included from the time a controlling interest is
obtained. Divested subsidiaries are included in the consolidated accounts up
to the point of divestiture.
For phased acquisitions of ownership interests, the value of the assets and
liabilities at the time of establishment of the Group relationship, is used
as the basis for consolidation. Subsequent purchases of share holdings in
existing subsidiaries will not affect the valuation of assets and
liabilities, with the exception
of added value in the form of goodwill, which is analyzed for each
acquisition.
Elimination of internal transactions
All significant transactions and balances between companies in the Group are
eliminated.
Elimination of shareholdings in subsidiaries
Shareholdings in subsidiaries are eliminated in the Group accounts according
to the acquisition method. The difference between the cost price of the net
ownership interest and the recorded value of the net assets at the time of
acquisition is analyzed and entered for the individual balance sheet items
according to their actual value. Any further added value is capitalized as
goodwill and amortized in the profit and loss account in accordance with
underlying assumptions and expected economic life span. Similarly, any
undervalue is recorded as badwill, and recorded to income in accordance with
underlying assumptions. Goodwill and badwill are presented together in the
balance sheet; postings to the profit and loss account are also presented
together. Deferred tax provisions are made for the excess values, except for
goodwill and licenses. The nominal tax rate is used when calculating
deferred tax.
Translation of accounts of foreign subsidiaries
Profit and loss transactions in foreign subsidiaries are translated using
the average exchange rate for the consolidation period. The balance sheet of
a foreign subsidiary is translated at the exchange rate on the balance sheet
date. Differences owing to profit and loss transactions being translated at
the average exchange rate and balance sheet value translation at the
exchange rate on the balance sheet date are booked against equity. The
effect of changes in currency exchange rates on the previous year's balance
sheet is also booked against equity. Changes in the value of loans in
foreign currencies due to currency exchange rate changes are booked against
equity if the loans are considered hedging of investments in foreign
operations. The Group has entered into a currency swap to hedge investments
in foreign operations. Gains or losses on these financial instruments are
booked against the Group's equity for that part that relates to the hedging.
Gains or losses resulting from the part of the hedging that exceeded
investments in foreign operations are booked in the profit and loss account.
Group subsidiaries in Chile use the US dollar as their functional currency.
Minority interests
Minority interests' shares of after-tax profit and shareholders' equity are
shown as separate items in the profit and loss account and in the balance
sheet.
Associated companies
Associated companies are defined as companies in which the Group has an
ownership interest of 20-50 percent, where the investment is of a long-term,
strategic nature, and where the Group can exercise significant influence.
Associated companies are consolidated in the Group accounts according to the
equity method. The Group's share of profit in an associated company is its
proportionate amount of the after-tax profit of the associated company, less
any depreciation of the surplus value (due to the cost of the ownership
interest exceeding the acquired share of booked equity). In the profit and
loss account, the share of profit in associated companies is shown under
financial items. In the balance sheet, ownership interests in associated
companies are entered under fixed assets.
Treatment of joint ventures
Joint ventures are defined as entities controlled by the Group and one or
more other companies. Joint venture companies are treated according to the
gross method in the consolidated accounts. The Group's share of profits in a
joint venture is itemized in the profit and loss statement. In the balance
sheet, proportionate ownership interests are shown accordingly. In the
parent company's accounts, the cost method is used, i.e., the proportionate
ownership is recorded at historical cost; profits from joint ventures are
not reflected in the parent company's profit and loss account.
GENERAL ACCOUNTING PRINCIPLES
Valuation principles
Valuation of current assets and short-term liabilities is made at the
lower/higher of acquisition cost or market value. Market value is defined as
estimated future sales price less estimated sales costs.
Fixed assets are recorded at acquisition cost. Depreciable fixed assets are
depreciated over the economic lifetime of the asset. Upon a change in value
not deemed to be temporary, the affected fixed asset is written down to
market value. Similar principles apply to liabilities.
In accordance with generally accepted accounting principles, there are some
exceptions to the general valuation rules. These exceptions are commented on
in the respective notes to the accounts. Financial realities, not simply
legal formalities, are decisive for applying accounting principles and for
the presentation of transactions and positions.
Contingent losses
Losses that are deemed likely to occur and that are quantifiable are charged
to the profit and loss account.
Classification principles
Assets and liabilities associated with the regular business cycle and items
due for payment within one year from the balance sheet date are classified
as current assets or short-term liabilities. All other assets are classified
as fixed assets. Other liabilities and provisions for long-term liabilities
are classified as long-term.
ACCOUNTING PRINCIPLES FOR SIGNIFICANT ACCOUNTING ENTRIES
Income recognition
Income is entered at the time it is earned. Income is normally entered at
the time of delivery for sales of goods and services.
Operating income is entered less VAT, rebates, bonuses, and other sales
costs. Transportation costs associated with sales of fish from fish-farming
activities are presented separately; they comprise shipping costs paid by
customers. Transportation costs for processing activities are not presented
separately, as they are included in the Group's production costs.
Cost recognition/matching
Costs are grouped and expensed at the same time as the income to which the
costs relate. Costs that cannot be directly related to income are expensed
as they are incurred. All costs related to restructured and discontinued
activities are expensed at the time restructuring or discontinuance is
decided upon.
Other operating revenues and extraordinary items
Other operating revenues represent revenues not flowing from regular Group
operations. Items that are not related to regular business activities, that
are non-recurring, and that are material, are classified as extraordinary.
Intangible assets
Intangible assets that are expected to generate future income, such as
licenses and goodwill in subsidiaries, are capitalized and depreciated over
their economic lifespans. Straight-line depreciation is applied over the
asset's economic lifetime. Costs associated with research and development
are expensed as incurred.
The value of licenses acquired by the company is capitalized. Licenses are
treated as fixed assets not subject to depreciation or amortization.
Fixed assets
Fixed assets are entered in the balance sheet at acquisition cost less
accumulated depreciation and write-downs. If the market value of the fixed
asset is lower than its book value, and this is due to causes not considered
temporary, the asset is written down to its market value. Costs associated
with normal maintenance and repair are expensed on a current basis. Costs of
major replacements and renewals that substantially extend the economic
lifetime of production equipment and plant are capitalized. Business assets
that are replaced are expensed. Business assets are considered fixed assets
if the useful economic lifetime exceeds three years and the cost price
exceeds NOK 15,000. Interest associated with facilities under construction
is capitalized as part of the cost price. Business assets leased on terms
that largely transfer rights and obligations to the Group (financial
leasing) are capitalized as business assets and entered as liabilities under
other long-term liabilities. Operating lease expenses are treated as regular
leasing costs, and expensed as ordinary operating expenses.
Depreciation
Ordinary straight-line depreciation is applied over the economic lifetime of
the asset, based on the asset's historical cost price. Similar principles
are applied to intangible assets. Depreciation is recorded under ordinary
operating expenses. Leasing costs are recorded in the balance sheet
according to the leasing
schedule, and the liability is reduced by the leasing fee paid, after
deduction of estimated interest costs.
Treatment of subsidiaries in the parent company accounts
Subsidiaries are generally defined as companies in which Fjord Seafood ASA
has a shareholding exceeding 50 percent, where the investment is of a long-
term strategic nature, and where it has a controlling interest. Subsidiaries
are treated in the accounts in accordance with the cost method.
Shares
Other shares are valued at the lower of average acquisition cost or market
value. Shares that have suffered a permanent decline in value are written
down to market value.
Inventory
Inventories comprise feed, packaging, roe, juveniles, smolt, fish in the
sea, and slaughtered and processed fish.
Inventories of goods are valued at the lower of cost price or estimated net
sales price.
The cost price of processed goods comprises direct material costs, direct
personnel expenses, and a percentage of indirect processing costs; the cost
price of purchased goods is the actual purchase price. Due to lengthy pro
duction times, interest costs are included in the cost price for smolt and
fish in the sea. Costs related to natural losses and overproduction are
allocated to the saleable biomass.
Receivables
Receivables are entered at face value less expected losses.
Deferred tax and taxation costs
Deferred tax is calculated on the basis of temporary differences between
accounting and taxation values at the close of the accounting year. Nominal
taxation rates are used in the calculations. Positive and negative
differences are offset against each other for the same time interval.
Deferred tax benefits arise from temporary differences that give rise to
future tax deductions. Taxes for the year comprise changes in deferred tax
and deferred tax benefits for the year, along with taxes payable for profit
and loss account transactions for the tax year, and adjustments for errors
in previous years' calculations.
Foreign currencies
Accounts receivable and debt in foreign currencies are valued at the year-
end exchange rate.
Accounts receivables associated with sales in foreign currencies in Norway
are largely hedged by drawing on foreign currency accounts. Sales in foreign
currencies are hedged by drawing on a corresponding amount in a liability
account in the same currency. Sales of processed goods in foreign currencies
from Denmark are to some extent hedged by forward exchange contracts. When
hedged, receivables are valued according to their hedged exchange rates.
Whether contracted sales should be hedged is continuously assessed. Forward
exchange contracts entered into are treated as hedging future sales, and
recorded in the profit and loss account at the time of the transaction. The
Group also uses foreign currency exchange rate options as instruments to
hedge future sales. The option premium is expensed to coincide with the
timing of the contract it is intended to hedge. For other contracts not asso
ciated with sales governed by agreements and in which speculation is the
intent, unrealized gains and losses are recorded in the profit and loss
account and balance sheet on a current basis.
Cash flow statement
The cash flow statement is prepared in accordance with the indirect method.
Cash and cash equivalents comprise cash, bank deposits, and other short-
term, liquid placements that can be converted immediately into known cash
amounts with minimal exchange risk, and that have due dates under three
months from their date of acquisition. Cash flow effects from merged or
acquired companies are included as of the time the companies were integrated
for accounting purposes.
NOTE 1 - CHANGE IN GROUP STRUCTURE
2002 ACCOUNTING YEAR
The joint venture Fjord Domstein Holding, which was owned 50/50 by Fjord
Seafood ASA and Domstein ASA, was dissolved through a demerger, with
accounting effect as of 1 July 2002. Prior to the demerger, Fjord Domstein
Holding was the sole owner of the Pieters Group and the Enghav Group.
Through the demerger, the Fjord Seafood Group acquired all shares in Pieters
NV; Domstein acquired the Enghav Group. Fjord Seafood has treated the
aforesaid transactions according to the principles applying to purchase
acquisitions: Fjord Seafood has treated the transaction as a divestiture of
its investment in Fjord Domstein Holding. The divestiture of its stake in
Fjord Domstein Holding resulted in an accounting gain of TNOK 200,544, which
has been entered in the profit and loss account. The take-over of Pieters is
treated by Fjord Seafood as an acquisition; valuation figures are those used
for the 1 July 2002 consolidation of Pieters in the Fjord Seafood Group.
Data regarding consolidation of Pieters:
Company Transaction type Payment,in Fjord Group accounts Goodwill recorded
Seafood shares or cash consolidation date at acquisition
Pieters Holding AS Demerger Shares in Fjord Domstein 1July 2002 TEUR 99 166
Holding, worth
TNOK 475 000
TNOK 333 000 demerger debt
Goodwill recorded in the 2000 balance sheet at establishment
of joint venture, eliminated due to 2002 changes. -TEUR 20 942
Net gain in goodwill in 2002 =TEUR 78 224
2001 ACCOUNTING YEAR
In 2001, the following businesses were acquired and consolidated into the
Group accounts:
Company Transaction type Payment,in Fjord Group accounts Goodwill recorded
Seafood shares or cash consolidation date at acquisition
Sogn Marine Farm AS Share purchase (60%) 746 shares in 1 Jan. 2001 0
Fjord Seafood ASA
ContiSea LLC Group Share purchase (100%) 14 000 shares in 1 April 2001 TUSD 21 304
Fjord Seafood ASA
Minnamurra Limited Group Share purchase (100%) TNOK 126 278 1 April 2001 0
cash settlement
Windward Seafood LLC Share purchase (100%) TNOK 12 314 1 July 2001 TUSD 1 306
cash settlement
Acquisitions are recorded in the accounts at their market value at the time
of the transaction. In cases of acquisitions for which no exact transaction
time has been identified, profit for the period between the date of the
agreement and the date on which the transaction was completed is recorded to
equity in the balance sheet.
The joint venture Fjord Domstein Holding acquired the Enghav Group as of 31
December 2001. As part of this transaction, Fjord Seafood made a TNOK
245,359 cash contribution to the FDH joint venture.
NOTE 1 - CHANGE IN GROUP STRUCTURE, CONTINUED
2000 ACCOUNTING YEAR
In 2000, the following businesses were acquired and consolidated into the
Group accounts:
Company Transaction type Payment, in Fjord Group accounts Goodwill recorded
Seafood shares or cash consolidation date at acquisition
Eurolaks Group Merger and group 4 842 shares in 1 April 2000 TNOK 5 086
formation Fjord Seafood ASA
Saga Lax Seafood AS Share purchase (100%) 1 356 shares in 1 Jan. 2000 TNOK 6 401
Fjord Seafood ASA
Broodstock activities Group merger 1 802 shares in 1 April 2000 TNOK 6 887
of Gigante Havbruk Fjord Seafood ASA
Sisomar Group Share purchase (100%) TNOK 343 125 1 July 2000 TNOK 33 240
cash settlement
Brema Flatfisk AS Share purchase (88%) TNOK 500 1 July 2000
cash settlement
Fjord Seafood Chile Share purchase (100%) TNOK 839 749 1 Oct. 2000 TUSD 27 864
(Temar) Group cash settlement
Salmoamerica Group Share purchase (100%) TNOK 484 267 1 Oct. 2000
cash settlement
Merger with Domstein's aquaculture division
The merger with Domstein's aquaculture division was decided upon in February
2000. For accounting purposes, the merger is treated as a merger of equal
parties, as it was impossible to identify an acquiring party. The merged
businesses were consolidated in the Group accounts for the entire 2000
accounting year. As payment to Domstein ASA, 18,757,447 Fjord Seafood shares
were issued, which corresponded to 40 percent of voting capital.
Establishment of the Fjord Domstein Holding joint venture
Fjord Seafood ASA and Domstein ASA established the joint venture Fjord
Domstein Holding DA for the purpose of acquiring all Pieters Group shares.
The joint venture has been consolidated in the Fjord Seafood Group accounts
according to the gross method.
Company Transaction type Payment, in Fjord Group accounts Goodwill recorded
Seafood shares or cash consolidation date at acquisition
Pieters Group Share purchase (50%) TNOK 324 462 1 Nov. 2000 TEUR 22 846
cash settlement
NOTE 2 - PRO FORMA PROFIT AND LOSS ACCOUNT Amounts in NOK 1 000
To present an overview of historical earnings based on the Group's present
constellation and size, pro forma profit and loss statements have been
prepared for the three most recent years. The pro forma profit and loss
figures must be assessed in conjunction with the principles applied in
preparing pro forma accounts. Please note that greater uncertainty is
associated with pro forma accounts than with historical accounting figures.
PRO FORMA PROFIT AND LOSS ACCOUNT 2002 2001 2000
Operating revenues 4 440 358 4 199 667 4 730 517
Operating expenses, excluding
write-downs and depreciation
of fixed assets -4 466 648 -4 175 196 -4 085 737
Operating profit/loss before
write-downs and depreciation -26 290 24 471 644 780
Write-downs -259 129 -302 775 -265 249
Depreciation -65 583 -372 110 0
Operating profit/loss -351 002 -650 414 379 531
Net financial items -185 378 -237 198 -212 696
Pre-tax profit -536 380 -887 613 166 834
Tax 133 515 103 460 -68 573
Profit for the year -402 865 -784 153 98 261
Earnings per share (in NOK) -0.94 -1.83 0.23
Principles applied in preparing the pro forma accounts
Figures have been prepared by treating the following transactions as if they
were concluded on 1 January 2000:
- Acquisition of the Eurolaks Group
- Acquisition of the Sisomar Group
- Acquisition of the Salmones Tecmar Group
- Acquisition of the Salmoamerica Group
- Acquisition of the ContiSea Group
- Disposal of the joint venture Fjord Domstein Holding
- Acquisition of the Pieters Group
The acquisitions are recorded in the accounts at their market value at the
time of acquisition in accordance with the principles applying to purchase
acquisitions. The historical figures presented as totals have been adjusted
for financing costs, changes in deferred tax, amortization of added value,
and goodwill recorded at acquisition. The gain recorded upon the divestiture
of Fjord Domstein Holding is not included in operating revenue figures. For
loan-financed acquisitions, the Group's current interest rate is applied.
The acquisitions of the Sisomar and Salmoamerica groups are treated as
financed through equity capital. Historical profit and loss figures
involving interest rate calculations are made at the current Group interest
rate. Tax expenses are calculated using the taxation rates in the
appropriate countries.
NOTE 3 - COMPANIES CONSOLIDATED IN THE GROUP ACCOUNTS
Company Country/business address Ownership Share of voting rights
Parent company
Fjord Seafood ASA Norway/Bronnoy
Subsidiary
Brema Flatfisk AS Norway/Bremanger 100.0% 100.0%
Fjord Forsoksstasjon
Helgeland AS Norway/Alstadhaug 51.1% 51.1%
Fjord Seafood
Norway AS Norway/Bronnoy 100.0% 100.0%
Fjord Seafood
Sales AS Norway/Maloy 100.0% 100.0%
Pieters Holding
AS 1) Norway/Oslo 100.0% 100.0%
Sisomar AS Norway/Sorfold 100.0% 100.0%
Pieters N.V. 1) Belgium 100.0% 100.0%
Pieters Visbedrijf
N.V. 1) Belgium 100.0% 100.0%
Demaro N.V. 1) Belgium 100.0% 100.0%
Domstein CC 1) Belgium 100.0% 100.0%
Verberckmoes
Visbedrijf N.V. 1) Belgium 100.0% 100.0%
Heartland
Enterprises Ltd. British Virgin Islands 100.0% 100.0%
Salmoamerica Ltd. British Virgin Islands 100.0% 100.0%
Cultivadora de
Salmones Linao
Ltda. Chile 100.0% 100.0%
Fjord Seafood
Chile S.A. Chile 100.0% 100.0%
Salmones Americanos
Ltda. Chile 100.0% 100.0%
Salmones Tecmar
S.A. Chile 100.0% 100.0%
Salmones Lican
Ltda. Chile 100.0% 100.0%
Fjord Seafood Sales
Denmark A/S Denmark 100.0% 100.0%
Six Holding SA 1) France 100.0% 100.0%
Sinafler SCI 1) France 100.0% 100.0%
LMB SA 1) France 100.0% 100.0%
Appeti Marine SA 1) France 100.0% 100.0%
Rolmer SA 1) France 100.0% 100.0%
CC SCI 1) France 100.0% 100.0%
Belisco Ehf 1) Iceland 100.0% 100.0%
Bresken B.V. 1) Netherlands 100.0% 100.0%
Gebr Sterk Holding
B.V. 1) Netherlands 100.0% 100.0%
Gebr Sterk Beheer
B.V. 1) Netherlands 100.0% 100.0%
Sterk Specials
B.V. 1) Netherlands 100.0% 100.0%
Gebr Sterk B.V. 1) Netherlands 100.0% 100.0%
Diepvries
Monninckendam
B.V. 1) Netherlands 100.0% 100.0%
Ditto B.V. 1) Netherlands 100.0% 100.0%
Aquamerica
International
Holding S.A. Panama 100.0% 100.0%
Panamerica
International
Holding S.A. Panama 100.0% 100.0%
Salmoamerica Corp. Panama 100.0% 100.0%
Minnamurra Ltd. Scotland 100.0% 100.0%
Tobson Fish Farm
Company Ltd. Scotland 100.0% 100.0%
Western Isles
Seafood Company
Ltd. Scotland 100.0% 100.0%
Sterk UK Ltd. 1) Scotland 100.0% 100.0%
Pieters UK Ltd. 1) Scotland 100.0% 100.0%
Wisco Processing
Ltd. 1) Scotland 100.0% 100.0%
Alimer 1) Switzerland 100.0% 100.0%
Covedis 1) Switzerland 100.0% 100.0%
Atlantic Salmon
of Maine LLC USA 100.0% 100.0%
Company Country/business address Ownership Share of voting rights
Ducktrap River
Fish Farm LLC USA 100.0% 100.0%
Fjord Seafood
USA LLC USA 100.0% 100.0%
Island Aquaculture
Company LLC USA 100.0% 100.0%
Treats Islands
Fisheries Inc USA 100.0% 100.0%
Windward Seafood
LLC USA 100.0% 100.0%
1) Consolidated in the Group as of 1 July 2002, upon Pieters Group
acquisition.
NOTE 4 - BUSINESS SEGMENT REPORTING Amounts in NOK 1 000
Fjord Seafood is organized into two divisions: Farming and Value-Added
Products (VAP). The Farming division comprises the Group's aquaculture
activities, and its slaughterhouses and processing activities in the USA and
Norway. The VAP division comprises the Pieters Group, which is active in
value-added processing and sale of fish products. In 2001 and the first half
of 2002, the joint venture, Fjord Domstein Holding, was also part of the VAP
business area.
Farming 2002 2001
KEY FIGURES Norway Scotland USA Chile Elimina- Farming Farming
tions total total
Sales revenues,
non-Group customers 1 289 018 1 750 651 938 411 962 0 2 354 668 2 482 697
Sales revenues,
Group customers 1 168 321 112 222 1 382 179 241 1 226 131 235 035 206 947
Total sales revenues 2 457 339 113 973 653 320 591 203 1 226 131 2 589 703 2 689 644
Write-offs and
depreciation -151 883 -34 014 -26 757 -51 009 0 -263 663 -254 536
Write-offs and
amortization
of goodwill -35 624 -398 -2 395 -7 934 0 -46 351 -331 533
Other operating
expenses -2 480 280 -110 867 -641 920 -593 878 -1 226 131 -2 600 814 -2 766 466
Operating
profit/loss -210 448 -31 307 -17 753 -61 618 0 -321 126 -662 892
Assets 1 962 007 179 229 486 373 1 164 240 143 826 3 648 022 4 275 477
Liabilities -1 467 287 -114 706 -328 522 -664 452 -145 226 -2 429 741 -2 777 256
Investments during
the year 38 440 3 526 20 357 12 034 74 357 245 068
Number of employees
as of 31 Dec. 578 50 279 1 473 2 380 2 564
SALES REVENUES BY CUSTOMER'S LOCATION 2002 2001
Japan 206 970 253 082
China 21 191 71 003
Rest of Asia 145 180 55 857
EU 671 410 1 000 476
Rest of Europe 293 312 317 196
USA 851 328 713 161
Rest of North America 4 927 11 791
South America 102 798 37 058
Russia 24 657 0
Other regions 32 897 23 074
Total Farming sales revenues,
non-Group customers 2 354 668 2 482 697
Value Added Products (VAP)
In the first half of 2002, the Group owned 50 percent of the joint venture,
Fjord Domstein Holding, in which the Pieters Group comprised the bulk of
business activities. As of 1 July 2002, the joint venture was dissolved;
Fjord Seafood acquired the Pieters Group held by the joint venture, and the
Pieters Group became a wholly owned Fjord Seafood subsidiary and was
consolidated in the Group accounts as of that date. The presentation below
shows how the total figures for the VAP business area are arrived at, and
also provides further information about the Pieters Group for the full year,
as a basis for evaluating the business area. See Note 1 for further details.
KEY FIGURES FDH joint venture Pieters Group VAP total
1Q & 2Q 2002 3Q & 4Q 2002 Eliminations 2002
Sales revenues,
non-Group customers 573 016 996 830 0 1 569 847
Sales revenues,
Group customers 1 439 6 159 1 764 9 362
Total sales revenues 574 455 1 002 989 1 764 1 579 208
Write-offs and
depreciation -11 442 -23 555 0 -34 997
Write-offs and
amortization of
goodwill -2 264 42 416 11 40 162
Other operating
expenses -546 442 -988 866 -1 786 -1 537 094
Operating profit/loss 14 307 32 983 -12 47 279
Assets 1 634 821 1 634 821
Liabilities -1 165 346 -1 165 346
Investments during
the year 17 658 45 511 63 169
Number of employees
as of 31 Dec. 1 284 1 284
Pieters - 100% 2002 2001
KEY FIGURES Netherlands Switzer- France UK Belgium Others/ Pieters Pieters
land elimin. 100% 100%*
Sales revenues,
non-Group customers 448 640 126 787 274 158 58 348 1 048 435 0 1 956 368 1 675 071
Sales revenues,
Group customers 0 0 0 5 799 3 238 0 9 037 7 599
Total sales revenues 448 640 126 787 274 158 64 147 1 051 673 0 1 965 404 1 682 670
Write-offs and
depreciation -11 240 -2 032 -4 983 -2 462 -14 156 -9 097 -43 968 -33 744
Write-offs and
amortization of
goodwill 78 167 -1 126 -199 0 -7 817 -19 430 49 594 -2 211
Other operating
expenses -483 645 -119 627 -262 977 -71 642 -975 244 9 141 -1 903 994 -1 556 365
Operating profit/loss 31 922 4 002 5 999 -9 958 54 456 -19 385 67 036 90 350
Assets 150 398 40 645 109 157 44 720 558 638 731 262 1 634 821 899 224
Liabilities -119 729 -20 215 -79 368 -23 538 -344 309 -578 188 -1 165 346 -598 747
Investments during
the year 7 463 3 022 18 831 168 39 853 0 69 337 169 084
Number of employees
as of 31 Dec. 357 39 310 161 417 0 1 284 1 348
* 2001 figures are historical accounting figures for the Pieters Group. No
adjustments have been made to reflect subsequent changes in ownership,
associated goodwill, or other changes.
SALES REVENUES BY CUSTOMER'S LOCATION (Pieters 100%) 2002 2001
Japan 1 412 2 852
Rest of Asia 7 643 7 246
EU 1 786 028 1 650 493
Rest of Europe 139 350 6 113
USA 14 866 6 820
Rest of North America 695 381
Russia 3 194 0
Other regions 3 181 1 165
Total Pieters Group sales revenues, non-Group
customers 1 956 368 1 675 071
Group figures - by business area 2002 2001
KEY FIGURES Farming VAP Elim./ASA Group Group
Sales revenues,
non-Group customers 2 354 668 1 569 847 71 038 3 995 553 3 302 533
Sales revenues,
Group customers 235 035 9 362 -244 396 0 0
Total sales revenues 2 589 703 1 579 208 -173 359 3 995 553 3 302 533
Write-offs and
depreciation -263 663 -34 997 -988 -299 648 -273 596
Write-offs and
amortization of
goodwill -46 351 40 162 -350 -6 539 -342 982
Other operating
expenses -2 600 814 -1 537 094 297 522 -3 840 387 -3 336 275
Operating profit/loss -321 126 47 279 122 825 -151 021 -650 320
Assets 3 648 022 1 634 821 52 302 5 335 145 5 352 339
Liabilities -2 429 741 -1 165 346 376 551 -3 218 536 -3 664 631
Investments during
the year 74 357 63 169 -15 279 122 246 2 45 068
Number of employees
as of 31 December 2 380 1 284 20 3 684 3 928
GROUP SALES REVENUES BY CUSTOMER'S LOCATION 2002 2001
Farming VAP To FDH joint Group Group
venture,
not elim.
Japan 206 970 824 207 794 253 082
China 21 191 0 21 191 71 002
Rest of Asia 145 180 5 950 151 130 55 857
EU 671 410 1 348 492 2 019 902 1 820 312
Rest of Europe 293 312 199 333 71 038 563 682 317 196
USA 851 328 9 910 861 238 713 161
Rest of North America 4 927 514 5 441 11 791
South America 102 798 0 102 798 37 058
Russia 24 657 1 643 26 299 0
Other regions 32 897 3 181 36 077 23 074
Total Group sales
revenues, non-Group
customers 2 354 668 1 569 847 71 038 3 995 553 3 302 533
NOTE 4 - BUSINESS SEGMENT REPORTING, CONTINUED
GROUP SALES REVENUES BY CUSTOMER'S LOCATION
Japan 5.2%
China 0.5%
Rest of Asia 3.8%
EU 50.6%
Rest of Europe 14.1%
USA 21.6%
Rest of North America 0.1%
South America 2.6%
Russia 0.7%
Other regions 0.9%
NOTE 5 - INVENTORY Amounts in NOK 1 000
INVENTORY 2002 2001
Raw materials 1) 75 515 47 958
Goods in progress 2) 787 854 883 998
Finished goods 3) 258 494 129 463
Total inventory 1 121 864 1 061 418
Inventory, joint venture 0 149 741
Total inventory, Group balance sheet 1 121 864 1 211 159
Total inventory write-downs 46 068 158 800
1) Includes feed, roe, and packaging.
2) Goods in progress comprise smolt and fish in the sea.
3) The increase is primarily due to the Pieters Group becoming wholly owned
in 2002.
Pieters was part of the Fjord Domstein Holding joint venture in 2001.
CHANGE IN METHOD OF CALCULATING PRODUCTION EXPENSES
Activities in Scotland have changed the principles applied in calculating
full production costs for fish in the sea. This change resulted in a TNOK
14,121 reduction in the 2002 opening balance.
SUPERCHILL IN THE USA
The east coast of the United States was hit with Superchill conditions in
January and February 2003, when sea temperatures fell below freezing.
Superchill conditions led to significant losses of fish for Fjord Seafood
and for other aquaculture businesses in the area. Such losses are covered by
insurance; the unreimbursed deductible amount for Superchill losses has been
recorded in the 2002 accounts.
NOTE 6-RESTRUCTURING COSTS AND OTHER NON-RECURRING ITEMS Amounts in NOK 1 000
In 2002, the Group made significant changes to its organization, changes
which affected the Farming business area in particular. The changes included
closing down production facilities in Chile and Norway, with the associated
write-downs of operating assets and goodwill; layoffs and staff cutbacks
were made. Also, VAP activities in the UK and the Netherlands were closed.
The Group also incurred significant costs associated with its efforts to
secure new long-term financing. The demerger of Fjord Domstein Holding
resulted in significant accounting gains.
RESTRUCTURING/WRITE-DOWNS/NON-RECURRING COSTS 2002
Allocations associated with reorganization of activities
in Chile (Farming) -10 519
Other allocations related to personnel expenses -2 566
Total restructuring/non-recurring costs recorded under
personnel expenses -13 085
Allocations for costs of eliminating activities in the
UK/Netherlands (VAP) -24 402
Restructuring costs and non-recurring costs in Norway -36 730
Other costs -6 284
Total restructuring/non-recurring costs recorded under
other operating expenses -67 416
Write-downs of operating assets, Norway (Farming) -43 555
Write-downs of operating assets, Scotland (Farming) -25 000
Write-downs, operating assets, UK/Netherlands (VAP) -8 146
Other write-downs, operating assets -14 382
Total restructuring/non-recurring costs recorded under
write-downs of operating assets -91 083
Amortization of goodwill, Norway (Farming) -29 000
Total restructuring/non-recurring costs recorded under
amortization of goodwill -29 000
Costs associated with new financing -34 691
Other non-recurring costs, financing -7 306
Total restructuring/non-recurring costs recorded under
financing expenses -41 997
Total restructuring and non-recurring costs -242 581
RECORDED TO INCOME
Reversal of negative goodwill UK/Netherlands (VAP),
recorded under amortization of goodwill/badwill 54 500
Gain on demerger of joint venture, recorded under other
operating revenues 200 044
NOTE 7 - PERSONNEL EXPENSES Amounts in NOK 1 000
NUMBER OF EMPLOYEES, AVERAGE 2002 2001
Total number of employees, average 3 824 3 928
At year-end 2002, the Group had 3,684 employees
BREAKDOWN OF PERSONNEL EXPENSES 2002 2001 2000
Wages and salaries 477 183 344 042 170 485
Social security contributions 47 373 23 473 10 007
Pension expenses 8 198 3 802 3 165
Other benefits 32 375 17 141 5 507
Personnel expenses 565 129 388 457 189 164
Personnel expenses, FDH joint venture
(first six months of 2002) 104 537 131 754 20 893
Total personnel expenses 669 665 520 211 210 056
PENSION PLANS
Defined benefit plans
The Fjord Seafood Group has an early retirement plan (AFP) that covers the
equivalent of 357 full-time employees. The plan is a defined benefit plan
which provides employees with the right to defined future pension benefits.
Early retirement plans are financed by operations.
At year-end 2002, pension liabilities associated with early retirement plans
were estimated at and recorded as TNOK 700. Estimates on the percentage of
employees who will make use of the plans through voluntary resignation is a
key factor in estimating pension liabilities. Estimates vary within units
and among regions in Norway.
Contribution plans
Those employees in Norwegian Group companies whose salaries exceed nine
times the Norwegian social security base amount are included in a group
annuity plan that offers investment alternatives. Under Norwegian accounting
standards for pension obligations, this plan is considered a contribution
plan, and the costs related to the plan, are expensed when they occur. At
year-end 2002, the plan covered 28 employees.
STOCK OPTION PLANS FOR MANAGEMENT AND KEY PERSONNEL
The Group has a stock option plan for management and key personnel. The plan
runs for three years. Each participant has been assigned a fixed number of
shares, of which one third is earned per year. Upon establishment of the
option program in 2002, a total of 13,571,302 options were included in the
program. The exercise price is NOK 3 per share.
Group management options Position Share options Share options
pursuant to this plan: assigned earned in 2002
Paul Birger Torgnes President and CEO 700 000 233 333
Sverre Haerem EVP and CFO 525 000 175 000
Oyvind Fylling Jensen EVP and COO Farming 525 000 175 000
Frank Tierenteyn EVP and COO VAP 525 000 0
Charlotte Hartvigsen Lem EVP Communications 525 000 175 000
In addition, the Group has an option plan established in 2000 that included
board members and several key employees. The exercise price under this
option plan is NOK 52 per share. Board members and management have resigned
the right to options under this plan; however it is maintained for other key
personnel. The option plan expires in 2003.
REMUNERATION TO BOARD MEMBERS AND MANAGEMENT President and CEO Board of Directors
Salaries 1 850 0
Contributions to pension plans 72 0
Other remunerations 0 1 104
President and CEO
For the 2002 accounting year, Fjord Seafood's President and CEO had a bonus
program with a ceiling of TNOK 400. The bonus is awarded according to
profit performance; no bonus has been or will be paid for 2002.
If the services of the President and CEO are terminated by the company, he
is entitled to receive salary during the termination period, in addition to
one year's salary. Payment is conditioned on the President and CEO agreeing
to leave his position as of the determined date, and on the President and
CEO not filing any claims against the company. If the President and CEO
terminates his employment or if the company should merge with one or more
companies, he may be entitled to the aforementioned post-separation salary
under certain conditions. In addition, the President and CEO is subject to a
waiting clause that, if invoked by the company, entitles him to one year's
salary.
The President and CEO has a loan from the company of TNOK 57. The loan is
paid down by TNOK 57 annually; the interest rate is 6% per annum.
Satisfactory security has been posted for the loan.
Other Group management
Members of the Group's management team have individual agreements with the
company that regulate salaries, bonuses, payment upon termination of
employment, and option plans. All bonus plans are performance dependent; no
bonuses were paid or will be paid for 2002. No agreement for payment upon
termination of employment entitles beneficiaries to more than two year's
salary, above and beyond salary during the termination period.
LOANS TO EMPLOYEES
Loans to employees totaled TNOK 1,308; loans to employees in the Group's
Norwegian companies constituted TNOK 1,065 of this amount.
AUDITORS' FEES KPMG KPMG KPMG Other appointed
Norway Outside Norway Total auditors
Regular auditing services* 4 423 3 335 7 759 2 009
Other services 6 943 1 400 8 343 734
Total fees 11 366 4 735 16 101 2 743
* Regular auditing fees comprise:
- All services that pursuant to law and generally accepted accounting
practices are required to be performed by auditors to provide their audit
reports to the consolidated Group accounts, the annual accounts, and the
accounts of all consolidated subsidiaries. This includes all extra work
and consultancy associated with the presentation of the accounts as required
by law.
- Signature on trading statement, annual reports for employer's social
security contributions; see Auditor's verification of taxes and public fees.
- Agreed-to control actions as requested by company management or by
injunction from shareholders' meetings.
- Limited auditing of accounts.
- Services related to certifications or confirmations by the company's
auditor as required by law and regulations.
- Services associated with other confirmations or attestations made by the
appointed auditor.
NOTE 8 - TANGIBLE AND INTANGIBLE FIXED ASSETS Amounts in NOK 1 000
OPERATING ASSETS AND Land, build- Plant and Ships, Fixtures Goodwill Licenses Invest- Total
DEPRECIATION ings and equipment rigs, etc. and fit- and ment
other real tings, fur- rights grants
property niture, etc.
Acquisition costs as
of 1 January 400 733 672 656 37 887 42 743 605 726 1 582 280 -13 606 3 328 419
Reclassifications -38 986 4 783 -1 916 -3 961 12 295 -5 206 152 -32 839
Additions through
mergers 211 745 297 935 0 58 909 749 451 9 876 -8 886 1 319 031
Additions, purchased
operating assets 27 693 59 371 1 328 12 280 17 330 3 917 327 122 246
Disposals -4 711 -46 106 -3 448 -9 001 0 0 0 -63 267
Acquisition cost as
of 31 December 596 472 988 639 33 851 100 970 1 384 803 1 590 868 -22 013 4 673 590
Accumulated ordinary
depreciation as of
1 Jan . -3 587 -136 948 -6 643 -17 876 -47 625 -2 728 5 936 -209 471
Reclassifications 21 203 15 125 524 3 228 -10 432 3 191 0 32 839
Additions through
mergers -72 225 -237 692 0 -44 671 -10 586 -6 445 2 174 -369 445
Ordinary depreciation
for the year -29 875 -148 045 -6 713 -13 154 -28 935 -2 368 2 192 -226 899
Accumulated
depreciation,
disposals 1 736 32 474 2 553 6 155 0 0 0 42 919
Accumulated
depreciation as
of 31 Dec. -82 747 -475 086 -10 279 -66 319 -97 578 -8 350 10 302 -730 057
Accumulated
depreciation as
of 1 Jan. -2 288 -9 219 -49 -24 -300 530 -60 000 0 -372 110
Depreciation/reversals
for the year -38 159 -30 640 0 0 25 500 -22 283 0 -65 583
Accumulated
depreciation as
of 31 Dec. -40 447 -39 859 -49 -24 -275 030 -82 283 0 -437 693
Foreign currency
adjustments -34 178 -38 224 -2 864 -3 639 -40 500 -211 615 489 -330 531
Book value as of
31 December 439 100 435 469 20 659 30 988 971 694 1 288 620 -11 221 3 175 309
Economic lifetime Up to 20 years 3-10 years 7 years 3-10 years 5-20 years Perpetual/ 3-15 years
Depreciation schedule Straight-line Straight-line Straight-line Straight-line Straight-line 10 years Straight-line
OF WHICH, LEASING RECORDED Land, build- Plant and Ships, Fixtures Total
IN THE BALANCE SHEET ings and equipment rigs, etc. and fit-
IS SHOWN BELOW other real tings, fur-
property niture, etc.
Acquisition costs as
of 1 Jan. 0 164 162 675 363 165 200
Reclassifications -335 0 0 0 -335
Additions through mergers 4 988 0 0 0 4 988
Additions, purchased
operating assets 82 15 201 152 0 15 436
Disposals 0 -433 0 0 -433
Acquisition cost as of
31 Dec. 4 735 178 931 827 363 184 856
Accumulated ordinary
depreciation as of 1 Jan 0 -40 101 -535 -210 -40 846
Additions through mergers -2 153 0 0 0 -2 153
Ordinary depreciation for
the year -160 -25 729 -73 -31 -25 994
Accumulated depreciation,
disposals 0 33 120 0 0 33
Accumulated depreciation
as of 31 Dec. -2 313 -65 797 -608 -241 -68 960
Foreign currency
adjustments -55 -6 860 -18 -25 -6 958
Book value as of
31 December 2 367 106 274 201 97 108 938
Economic lifetime Up to 20 years 3-10 years 7 years 3-10 years
Depreciation schedule Straight-line Straight-line Straight-line Straight-line
DEPRECIATION FOR THE YEAR RECORDED IN THE ACCOUNTS 2002 2001
Depreciation of operating assets of joint venture 11 442 -18 645
Depreciation of operating assets -197 964 -183 371
Total, ordinary depreciation of operating assets -209 406 -202 016
Amortization of goodwill, joint venture -2 264 -10 098
Amortization of goodwill -45 235 -32 354
Reversal of badwill 16 300 0
Total amortization of goodwill/badwill -31 199 -42 452
Depreciation for the year recorded in Group accounts -240 605 -244 468
ANNUAL LEASING COSTS OF OPERATING ASSETS
NOT RECORDED IN THE BALANCE SHEET 2002
Office premises 7 579
Machines, furniture and fittings, equipment, etc. 16 249
Vehicles 1 421
The above-mentioned assets are not recorded in the balance sheet because
their leasing agreements do not meet the criteria for classification as
financial leasing, in accordance with generally accepted accounting
principles.
LICENSES
The value of the company's acquired licenses is capitalized. Most of the
licenses are treated as perpetual; they are not depreciated. Other rights
are depreciated over their estimated economic lifetime. Of the Group's book
value for licenses, TNOK 188,582 is associated with licenses subject to
award in Chile; these licenses had not been formally awarded by year-end.
INVESTMENT GRANTS
The Group has received investment grants. These grants are conditioned upon
the investments for which they were given not being sold before a specified
date. The grants are recorded in the balance sheet as other long-term
liabilities; they are recorded to income in annual amounts that correspond
to the depreciation that applies to the operating assets in question.
NOTE 9 - ASSOCIATED COMPANIES
Associated companies are companies in which the Group has a significant
ownership interest, ranging from 20-50 percent and over which the Group is
able to exercise significant influence. Associated companies are recorded in
the Group accounts according to the equity method.
COMPANY Bylgja HF NFBP EHF NEW Somna Byrknes
DHC, Inc Laks AS Fiskemottak AS
FORMAL DETAILS
Acquisition date 1 July 2002 1 July 2002 1 May 2001 15 Sept. 2002 1 Jan. 2000
Business address Iceland Iceland Maine, USA Somna Maloy
Ownership (in %) 25.0% 25.0% 24.5% 40.0% 37.0%
Share of voting
rights (in %) 25.0% 25.0% 24.5% 40.0% 37.0%
DETAILS RELATED TO ACQUISITION
Acquisition cost 1 244 1 400 2 410
Equity recorded in balance
sheet at
the time of acquisition 112 40 1 400 49
Added/under value -279 -2 599 2 361
Of which:
Licenses 2 355
Goodwill 167 3 882
DETAILS RELATED TO THE YEAR'S FIGURES
Opening balance as of 1 January 2 712
+/- Foreign currency adjustments of
balance sheet items recorded to equity
+ Additions through mergers/acquisitions 337 -3 290 1 400
- Disposals by sales
Profit items for the year
+/- Share of profit for the year 18 479
+/- Share of profit for the year of joint
venture (first six months of year) -22 -577
+/- Added/under value recorded in profit
and loss account (excl. goodwill)
- Goodwill written off/amortized
+/- Dilution effect on profit
Total Profit -4 -98
+/- Foreign currency adjustments, profit 1 19
+/- Other adjustments
+/- Receipt/payment of equity capital in
the period 29 -256
Net value, associated companies 2002 363 -3 625 1 400 2 712
Book value of investments in associated
company 363 1 400 2 712
Book value included in other liabilities -3 625
COMPANY Fjord Flatanger Salmones Vest Bronnbat- Asen Total for
Marin AS Settefisk AS Llanquihue S.A. Service AS Settefisk AS Gentec S.A. Group
FORMAL DETAILS
30 June- 1 Jan.- 1 Jan.-
Acquisition date 1 Oct. 2000 1 Oct. 1997 1 Oct. 2000 1 Jan. 2000 1 Oct. 1997 1 Oct. 2000
Business address Leirfjord Asen Puerto Varas Maloy Asen Puerto Varas
Ownership (in %) 34.8% 30.1% 25.0% 50.0% 30.3% 22.5%
Share of voting
rights (in %) 34.8% 30.1% 25.0% 50.0% 30.3% 22.5%
DETAILS RELATED TO ACQUISITION
Acquisition cost 77 672 3 619 1 125 50 6 042 960 93 522
Equity recorded in balance
sheet at
the time of acquisition 77 672 968 1 125 49 2 608 960 83 984
Added/under value 2 650 1 3 434 5 569
Of which:
Licenses 2 355
Goodwill 668 1 274 4 993
DETAILS RELATED TO THE YEAR'S
FIGURES
Opening balance as of 1
January 64 697 2 080 5 733 51 6 727 5 431 87 431
+/- Foreign currency
adjustments of balance
sheet items recorded to
equity -1 302 -1 233 -2 535
+ Additions through mergers/
acquisitions -2 551
- Disposals by sales -51 -51
Profit items for the year
+/- Share of profit for the
year -13 131 -133 -243 557 -2 202 -14 655
+/- Share of profit for the
year of joint
venture (first six months
of year) -599
+/- Added/under value
recorded in profit
and loss account (excl.
goodwill) -48 -2 578 -100 -1 323 -4 049
- Goodwill written off/
amortized -130 -51 -181
+/- Dilution effect on
profit 357 357
Total profit -12 774 -312 -2 821 406 -3 525 -19 127
+/- Foreign currency
adjustments, profit 360 142 521
+/- Other adjustments -359 161 -198
+/- Receipt/payment of
equity capital in period -1 485 -1 712
Net value, associated
companies 2002 50 079 1 768 1 971 7 293 815 61 779
Book value of investments
in associated company 50 079 1 768 1 971 0 7 293 815 65 404
Book value included in
other liabilities -3 625
Until 1 July 2002, the Group owned 50 percent of the joint venture Fjord
Domstein Holding AS. The other controlling owner was Domstein ASA. The joint
venture was dissolved effective 1 July 2002, and its holdings distributed to
its former owners in the settlement. Fjord Seafood ASA, through the newly
established Pieters Holding AS subsidiary, acquired 100 percent of Pieters
N.V. and its associated subsidiaries. For more information, see Note on
acquisitions, Note 1, and specification of key figures for the Group, Note
4.
NOTE 10 - SHARES AND HOLDINGS IN OTHER COMPANIES Amounts in NOK 1 000
Number of Ownership Acquisition Book value
shares (in %) cost
Aqua Gen AS 292 668 11.1% 20 391 20 391
Stoknfiskur 10 633 341 10.0% 5 969 5 969
Seloy Sjofarm AS 70 35.0%* 4 614 4 614
Aquarius AS 11 428 3.1% 1 143 1 143
Nova Sea AS 100 1.3% 1 000 1 000
Norway R. Salmon AS 35 2.0% 525 525
Lovund Invest AS 500 9.1% 500 500
Sognefjord Marinefarm AS 404 40.0%* 404 404
Nordkapp Sjofarm 200 3.3% 200 200
Sakorn Invest Nord AS 500 2.1% 200 200
Miljovarme AS 190 19.0% 190 190
Norsal AS 300 2.0% 150 150
Inmobiliaria Archipielago S.A. 20 1.0% 129 129
Other shares 246 246
Total book value, shares and holdings 35 661 35 661
* Fjord Seafood does not have significant influence over these companies,
consequently, they are not treated in the Group accounts according to the
equity method.
NOTE 11 - EQUITY AND SHAREHOLDER INFORMATION
CHANGES IN EQUITY Share capital Own shares Other Fund for Minority Total
equity valuation interests
differences
Equity as of 31
December 2001 201 642 -596 1 489 083 -4 815 2 394 1 687 708
Change in equity for
the year:
Capital expansions/
mergers 225 762 450 815 676 577
Profit for the year -190 342 -1 936 -192 278
Other items recorded
to equity -1 640 -1 640
Tax on items recorded
directly to equity 7 323 7 323
Foreign currency
adjustments -68 330 -68 330
Minority interests,
additions/eliminations 6 -6
Equity as of 31
December 2002 427 404 -596 1 755 245 -73 146 452 2 109 358
OWN SHARES
Fjord Seafood acquires its own shares to use them as remuneration at
acquisitions and mergers of businesses and to issue to its employees.
Acquisitions and disposals of own shares are completed at the stock exchange
price of the shares at the time an agreement for acquisition or disposal is
entered into. Pursuant to section 5.5 of Norway's accounting act on
convertible financial assets, the average acquisition price is used in
calculating any accounting gains. Any gains on sale of own shares are
included in other paid-in equity. Fjord Seafood ASA did not sell any own
shares in 2002.
In 2001, Fjord Seafood ASA bought 596,400 own shares in the market at a
total price of TNOK 19,320, which is equal to the number of shares held as
of 31 December 2002. Own shares are recorded at face value and charged
against paid-in equity. Other payments related to the acquisition of own
shares are recorded as a deduction in earned equity.
NOTE 11 - EQUITY AND SHAREHOLDER INFORMATION, CONTINUED
THE TWENTY LARGEST FJORD SEAFOOD ASA No. of shares Ownership Share of
SHAREHOLDERS AS OF 31 DECEMBER 2002 held (in %) voting rights
Seaboard Corporation 88 398 881 20.7% 20.7%
Domstein ASA 53 418 164 12.5% 12.5%
Enghav Holding AS* 35 000 000 8.2% 8.2%
SND Invest AS 34 551 242 8.1% 8.1%
Odin Norge 17 149 563 4.0% 4.0%
Continental Enterprises Ltd 15 782 214 3.7% 3.7%
Odin Norden 14 350 457 3.4% 3.4%
Skagen Vekst 6 303 182 1.5% 1.5%
Contigroup Companies, Inc. 5 950 000 1.4% 1.4%
Fondsfinans ASA 4 952 693 1.2% 1.2%
Sparebankenes Sikringsfond 4 876 417 1.1% 1.1%
Nordea Avkastning 4 790 333 1.1% 1.1%
DNB Markets, Aksjehandel/Analyse 4 708 505 1.1% 1.1%
Vital Forsikring ASA 4 394 867 1.0% 1.0%
Torgnes Akva AS 3 598 934 0.8% 0.8%
Verdipapirfondet Fondsfinans Aktiv 3 596 929 0.8% 0.8%
Verdipapirfondet Fondsfinans Aktiv II 3 583 151 0.8% 0.8%
Nordea Vekst 3 449 333 0.8% 0.8%
Torgnes Invest AS 3 333 551 0.8% 0.8%
Mathisen & Lyng Rederi AS 3 333 333 0.8% 0.8%
Total 20 largest shareholders 315 521 749 73.8% 73.8%
Total other shareholders 111 882 002 26.2% 26.2%
Total number of shares 427 403 751 100.0% 100.0%
* Enghav Holding AS is wholly owned by Domstein ASA.
SHARES HELD BY DIRECTORS AND KEY PERSONNEL Position No. of shares held
Paul Birger Torgnes 1) President and CEO 9 383 623
Rolf Domstein 2) Board Chairman 28 932
Bent Fuglesang Director 5 507
Charles Fribourg 3) Director 21 732 214
Johnny Gjeseth Director 320
Frank Tierenteyn CEO - Pieters 7 400
1) Figure includes shares held by companies or other parties with whom Paul
Birger Torgnes can be identified in accordance with law.
2) Shareholding includes shares held by companies and other parties that
Rolf Domstein may be identified with in accordance with law.
In addition, Rolf Domstein has a significant holding in Domstein ASA, a
major Fjord Seafood ASA owner (see details above).
Domstein ASA also owns Enghav Holding AS.
3) Shareholding includes shares held by other companies and other parties
that Charles Fribourg under law may be identified with.
AUTHORIZATION TO ISSUE SHARES
Fjord Seafood's shareholders' meeting has authorized the Board to issue up
to 100,000,000 new shares in the company; the Board has exercised this
authority to issue 26,200,000 new shares.
The authorization also allows for the Board to issue shares for
contributions in kind, and that the Board issue shares when employees
exercise options granted under employee option programs.
NOTE 12 - DEBT Amounts in NOK 1 000
LONG-TERM DEBT FROM FINANCE INSTITUTIONS
2002 2001
Currency Average Debt Debt Average Debt Debt
interest rate amount in NOK interest rate amount in NOK
NOK 9.17% 542 213 542 213 8.04% 380 380 380 380
USD 4.46% 114 266 795 946 7.35% 116 899 1 053 449
EUR 6.07% 33 096 241 303 5.88% 15 513 123 690
GBP 6.98% 4 750 53 176 5.68% 4 750 62 087
Total long-term debt owed
to financial institutions 1 632 638 1 619 606
Total long-term loans owed
to financial institutions,
joint venture 0 211 974
Total long-term debt owed
to financial institutions 1 632 638 1 831 580
PAYMENT SCHEDULE, LONG-TERM DEBT 2003 2004 2005 2006 2007 Later Total
Payment schedule* 147 030 245 964 238 935 419 944 206 611 374 154 1 632 638
* See details below on restructuring of debt.
DEBT WITH MATURITY EXCEEDING FIVE YEARS 2002 2001
Debt to financial institutions 1 302 966 518 970
Other long-term debt 1 370 89 200
Total debt 1 304 336 608 170
Total long-term debt, joint venture 227 287
Total long-term debt with maturity
exceeding five years 1 304 336 835 457
NEW BANK AGREEMENT - RESTRUCTURING OF DEBT
Of the total debt as of 31 December 2002, TNOK 1,468,264 is associated with
the Group's main bank, Nordea. In February 2003, the Group renegotiated its
agreements with Nordea; the total framework for the new agreement is TNOK
2,380,000. The refinancing agreement has allowed the Group to replace major
parts of its short-term debt with long-term debt by year-end 2002; however
debt as of 31 December 2002 has not been regrouped in the balance sheet. The
repayment schedule presented above and the interest rate terms are in
accordance with the renegotiated bank agreement.
FINANCIAL COVENANTS
The majority of the Group's debt is secured by mortgages on its assets. Debt
financing covenants also carry some limitations as to investments and
acquisitions as well as restrictions on the Group taking on additional debt.
In addition, the Group, under specific conditions is subject to requirements
for liquidity. Also, there is a requirement for financial ratios associated
with net interest-bearing debt in proportion to EBITDA, and equity ratio
conditions must be met.
NOTE 13 - TAX Amounts in NOK 1 000
TAX FOR THE YEAR IN THE PROFIT AND LOSS ACCOUNT 2002 2001 2000
Norway -769 -7 161 -51 610
Foreign units -11 937 -703 -5 717
Joint venture 0 -14 121 -3 745
Total tax payable -12 706 -21 985 -61 072
Norway 125 171 105 529 30 289
Deferred tax established at merger in Norway 0 0 1 131
Foreign units 22 333 21 914 2 097
Joint venture -4 672 -794 1 143
Total change in deferred tax/tax benefit 142 832 126 649 34 660
Correction of earlier year's tax 7 178 6 708 197
Tax on profit for the year 137 304 111 372 -26 215
TAX PAYABLE IN THE BALANCE SHEET 2002 2001 2000
Tax payable in Norway on profit for the year 0 -7 161 -51 610
Tax payable associated with equity transactions
in Norwegian companies 0 6 565 49 790
Total tax payable in Norway 0 -596 -1 820
Tax payable, foreign units -9 295 -725 -12 497
Tax payable, joint venture 0 -8 649 0
Tax payable in balance sheet -9 295 -9 982 -14 317
SPECIFICATION OF BASIS FOR DEFERRED TAX/TAX BENEFIT
Tax increasing/reducing temporary differences 2002 2001 2000
Fixed assets 26 827 -73 191 -227 309
Current assets -473 070 -343 895 -468 999
Liabilities 7 852 115 28 099
Pension liabilities 723 723 607
Profit and loss account -626 -354 -3 804
Other differences 85 198 78 408 12 855
Unclaimed refund on dividends/credit deduction
carryforward 39 219 3 525 3 141
Tax loss carryforward 761 487 340 804 118 896
Total temporary differences 447 609 6 135 -536 515
Deferred tax in balance sheet -26 831 -74 668 -151 233
Deferred tax benefit in balance sheet 135 789 31 945 5 917
Deferred tax in balance sheet, joint venture 0 -17 116 -6 622
Deferred tax benefit, foreign units, not
recorded in balance sheet 23 199 28 793 0
Fjord Seafood treats activities in Chile as taxable in Norway pursuant to
section 10-60 of Norway's tax law (on taxation of owners of Norwegian-
controlled companies in countries with low taxation rates). Fjord Seafood
has appealed the decision of Norwegian tax authorities to not accept this
treatment for the 2001 tax returns. The loss for the 2001 accounting year is
TNOK 289,950, which gives rise to a tax benefit of TNOK 81,186. Because the
tax position is disputed by Norwegian taxation authorities, the tax benefit
is not included in the above presentation, nor has it been recorded in the
balance sheet.
NOTE 13 - TAX, CONTINUED Amounts in NOK 1 000
CARRYFORWARD PERIOD FOR TAX LOSS
To year Norway Abroad
2003 0 22 096
2004 0 68 612
2005 0 67 667
2006 0 0
2007 1 614 0
2008 6 224 0
2009 8 646 0
2010 6 764 954
2011 230 363 2 051
2012 316 483 0
2016 0 42 137
2017 0 24 376
No date limit 0 49 160
Total 570 094 277 053
HISTORICAL RISK ADJUSTMENT, PER SHARE*
Year RISK amount
1 Jan. 1997 0.00443
1 Jan. 1998 0.00000
1 Jan. 1999 -0.11500
1 Jan. 2000 0.10700
1 Jan. 2001 -0.24601
1 Jan. 2002 0.07621
Total RISK -0.17337
* Historical RISK is calculated using current NOK 1 par-value shares.
NOTE 14 - SECURED LIABILITIES AND GUARANTEE LIABILITIES Amounts in NOK 1 000
BOOK VALUE OF DEBT SECURED BY MORTGAGES,
GUARANTEES, AND PLEDGES 2002 2001
Debt owed to financial institutions 2 301 725 2 476 057
Leasing debt 92 060 100 053
Total debt secured by pledged assets 2 393 785 2 576 110
Debt secured by pledged assets, joint venture 0 321 091
Total debt secured by pledged assets 2 393 785 2 897 201
Of which, book value of leasing debt 92 060 100 053
Of which, book value of leasing debt, joint venture 0 0
Total book value, leasing debt 92 060 100 053
Debt guarantee commitments 210 341 380 348
Debt guarantee commitments, joint venture 0 45
Total debt guarantee commitments 210 341 380 393
BOOK VALUE OF ASSETS PLEDGED AS SECURITY FOR DEBT 2002 2001
Concessions, licenses, etc. 125 393 163 119
Land, buildings, etc. 335 603 287 399
Ships 18 661 28 788
Fixtures and fittings, machines, office equipment,
tools, etc. 290 302 429 103
Inventory 729 588 709 542
Receivables 304 390 192 646
Shares 82 990 53 478
Cash 75 456 0
Total assets pledged as security 1 962 383 1 864 075
Total assets pledged as security, joint venture 0 491 221
Total assets pledged as security for debt 1 962 383 2 355 296
As security for Fjord Seafood's agreement with Nordea, the bank has required
security in all assets that may be pledged according to Norwegian law for
the Group's activities in Norway, Scotland, and North America. These
businesses are jointly and severally liable for all Group debt owed to
Nordea. In addition, the activities in Chile and Pieters have debt secured
through pledges of their own assets.
The parent company also has a guarantee commitment of USD 30 million to its
bank associated with a loan extended to the subsidiary Fjord Seafood Chile
S.A.
NOTE 15 - SHORT-TERM INTEREST-BEARING DEBT Amounts in NOK 1 000
UNUSED DRAWING RIGHTS 2002 2001
Unused part of bank overdraft facility, Fjord Seafood Group 231 705 71 997
Unused part of other drawing rights, Fjord Seafood Group 0 9 803
Unused drawing rights, Fjord Seafood Group 231 705 81 800
Unused drawing rights, joint venture 0 49 748
Total unused drawing rights 231 705 131 548
SHORT-TERM INTEREST-BEARING DEBT TO FINANCIAL INSTITUTIONS 2002 2001
Bank overdraft facility, Group 458 809 472 343
Other short-term liabilities, Group 335 524 384 237
Total short-term interest-bearing liabilities,
Fjord Seafood Group 794 333 856 580
Total short-term interest-bearing liabilities,
joint venture 0 108 988
Total short-term interest-bearing liabilities 794 333 965 568
Parts of the Group participate in a group account system with Nordea.
Drawing rights under this facility amounted to NOK 430 million as of 31
December 2002. As part of refinancing of the Group's debt to Nordea
presented in Note 12, this drawing facility was replaced by new long-term
financing. Overall, NOK 397 million of short-term liabilities had been
refinanced long-term as of February 2003.
RESTRICTED FUNDS 2002 2001
Tax withholdings 10 571 7 763
Other restricted funds 0 51 809
Total restricted funds 10 571 59 572
Restricted funds, joint venture 0 283
Total restricted funds 10 571 59 855
NOTE 16 - DETAILS CONCERNING FINANCIAL MARKET RISK
Amounts in NOK 1 000
FOREIGN CURRENCY RISK
1. Foreign currency risk associated with sales in foreign currencies
The bulk of Fjord Seafood's foreign currency risk is associated with sales
in foreign currencies by the Group's Norway-based activities that have
significant proportions of their operating revenues in foreign currencies
(primarily EUR, USD, and JPY), whereas their operating expenses are
primarily in NOK. Their foreign currency risk is covered on a current basis
by drawing on foreign currency accounts or by using hedging instruments such
as forwards, futures, and options. As of 31 December 2002, the Group had a
portfolio of outstanding foreign currency hedging instruments associated
with the Group's main currencies at a total contract value of NOK 53
million. Outstanding foreign currency hedging instruments as of 31 December
2002 mostly had maturity dates in the first four months of 2003; no
contracts had maturities beyond October 2003. As of 31 December 2003, the
portfolio had a negative market value of TNOK 950.
2. Foreign currency risk in the balance sheet
To reduce the foreign currency risk of acquired companies outside of Norway,
parts of these acquisitions are financed through debt in the same
currencies. In addition, external financing of individual subsidiaries are
made in local currencies. Accordingly, the Group's net interest-bearing
liabilities are as follows:
Net interest-bearing
liabilities by currency NOK USD EUR GBP CHF JPY DKK Other Total
Bank deposits 10 798 35 137 13 690 10 039 5 013 0 2 545 0 77 222
Short-term liabilities 3 119 534 456 203 792 43 948 0 8 794 0 225 794 333
Long-term liabilities 625 197 798 039 243 542 57 920 0 0 0 0 1 724 698
Group's net interest-
bearing liabilities 617 518 1 297 357 433 644 91 829 -5 013 8 794 -2 545 225 2 441 809
Of which, leasing
liabilities 82 985 2 093 5 612 1 370 0 0 0 0 92 060
INTEREST RATE RISK
As of 31 December 2002, the loan portfolio mainly features installments of
up to three months. In addition, financial instruments are used, such as
interest rate collars and interest rate swaps. Financial management includes
continuously assessing whether to hedge larger parts of the loan portfolio.
The Group has entered into Currency Principal The Group The Group Maturity
the following interest rate pays receives
swap agreements:
NOK 100 000 Fixed 6.23% p.a. 3-month NIBOR October 2003
USD 97 763 Fixed 4.59% - 3-month LIBOR May 2004 -
5.30% p.a. October 2006
The Group has entered into Currency Principal Reference Group's Group's Maturity
the following collars: rate max. limit lower limit
EUR 2 978 3-month 5.50% 4.54% June 2003
EURIBOR
As of 31 December 2002, interest rate hedging contracts had a negative
market value of NOK 36.4 million.
NOTE 17 - TRANSACTIONS WITH RELATED PARTIES
Sales between related parties
All sales of products among Group companies, to/from joint venture and
associated companies take place at market terms.
Capital expansion of the joint venture, Fjord Domstein Holding AS
In January 2002, Fjord Domstein Holding AS carried out a NOK 70 million
capital expansion. Fjord Seafood's share of the capital increase was NOK 35
million.
Demerger of Fjord Domstein Holding AS
Fjord Domstein Holding was dissolved through a demerger. Fjord Seafood
received all shares in the newly established company, Pieters Holding AS, as
remuneration. As part of the demerger, a NOK 333 million demerger debt to
Enghav Holding AS (wholly owned by Domstein ASA) was established. Of this
total debt, NOK 203 million was paid to Enghav Holding AS. The rest of the
debt, which amounted to NOK 130 million, was converted into Fjord Seafood
ASA shares.
Cooperation with Domstein
Under an agreement with its shareholder Domstein ASA, Fjord Seafood leases
premises and purchases administrative services from Domstein ASA for Fjord
Seafood's activities at Maloy, Norway. The cooperation agreement may be
terminated on one year's notice. The agreement was terminated as of 31
December 2002. Fjord Seafood will continue to make use of the agreement
during the notice period. Remuneration to Domstein in the notice period is
NOK 5 million.
NOTE 18 - PENDING CLAIMS
The Group has pending two ongoing lawsuits associated with its United States
operations. The outcome of either suit is uncertain; no allocations have
been made for possible losses in the case where the Group has been sued.
Allocations for legal assistance have been made.
The first suit is a civil lawsuit brought by an environmental organization
pursuant to the Clean Water Act. The plaintiff claims that fish farming and
related activities are illegal, and that the company has operated without
the required permits. Among the plaintiff's most important demands are
compensation for each day of violations since April 1995 and prohibition
against continued unlawful operations. The plaintiff has support in that not
all local permits have been in order, although all applications had been
submitted within the required deadlines. Hearings on possible punitive
actions have been held, but no decision has been issued. A decision is
expected by summer 2003.
The second suit is associated with the Endangered Species Act; Fjord
Seafood, several other private parties, and the state of Maine are
plaintiffs. The basis for the lawsuit is that wild Atlantic salmon in the
Gulf of Maine has been classified as an endangered species by two national
organizations in the United States. Consequently, farmed salmon may be
regarded as a threat to wild Atlantic salmon in the region. The parties
filing the lawsuit claim that Atlantic salmon is not a species indigenous to
the region, and therefore does not qualify for protection under ESA rules
and regulations. The plaintiffs also claim that the legislative process for
the Endangered Species Act conflicts with several ESA provisions and
regulations as to administrative procedures, as well as US constitutional
requirements concerning public notice regarding the act and regulatory
decisions pursuant to it.
A complaint was lodged with US authorities against the Group's activities in
Chile, alleging that fish exports to the United States were made at below-
cost "dumping" prices. US authorities have completed a verification period
featuring three reviews and found no basis for levying punitive customs
duties on the Group's exports to the USA. The authorities in the United
States were expected to complete their investigations after these three
revisions. However, it has been announced that a fourth review will be
conducted. Fjord Seafood Chile disputes the foundation for such a fourth
round of reviews and has brought the case before the US Court of
International Trade.
In planning the merger between Fjord Seafood and the aquaculture activities
of Cermaq, facilitators were used. The merger was not entered into, and a
dispute has arisen as to the settlement payable to facilitators. Fjord
Seafood has presented an offer which is under evaluation; agreement is
expected to be arrived at shortly. Fjord Seafood has made accounting
allocations for the settlement the company is willing to pay.
NOTE 19 - EARNINGS PER SHARE Amounts in NOK 1 000
EARNINGS PER SHARE (EPS) IN NOK 2002 2001 2000
Profit for the year after tax 1) -190 342 -0.63 -742 563 -7.04 85 012 1.49
Time-weighted average of shares
issued and outstanding 2) 304 076 105 438 56 961
1) After-tax profit for the year
is defined for
EPS calculations as follows: 2002 2001
Profit for the year (after tax) -190 342 -742 563
- dividend and other payments for
preferred shares 0 0
+ allocations to equity 0 0
Profit for the year used in
calculating EPS -190 342 -742 563
2) Determination of average number of
shares issued: 2002
No. of shares outstanding as of 1 January 201 045 527
Share issue, 5 July 2002 85 759 258
Share issue, 8 August 2002 6 084 706
Payment in shares to Enghav Holding 11 180 556
Preemptive rights issue, 7 October 2002 6 304
Average number of shares outstanding* 304 076 351
Number of shares as of 31 December 2002* 427 403 751
* Own shares are included in the figure for number of shares as
of 31 Dec. 2002, but not in calculations of average number of
shares.
Members of the Group management team are entitled to subscribe to
shares in the company. Nevertheless, a diluted per-share profit
has not been calculated, because exercising these options would
improve earnings per share.