DIRECTORS’ REPORT

About GC Rieber

GC Rieber is a privately owned holding company with majority investments in five active business divisions: Shipping, Compact, Oils, Salt and Eiendom in addition to a financial portfolio. Each division has its own management team and board of directors and possesses a high level of specialist expertise within its respective markets.

The group's headquarters are in Bergen, Norway. It also has operative subsidiaries in Norway, Sweden, Denmark, Canada, Australia, Russia, India, South Africa and Tunisia. The GC Rieber group has a combined annual turnover of NOK 1.5 billion and total assets of NOK 6.5 billion. The group employs 600 people and has 200 shareholders.

Highlights

The company’s 137th financial year was one of big contrasts, with Shipping performing poorly and Eiendom performing well.

The consequences of the dramatic fall in oil prices in recent years struck Shipping and the group’s equity and balance in earnest. More specifically, the impact manifested itself in the form of low activity levels and big write-downs on the company’s vessels. In terms of the bottom line, the hefty operating loss was offset to some extent by recognising as income last year’s translation differences relating to the disposal of operations. The challenging market conditions are continuing into 2017.

Eiendom, on the other hand, posted its highest ever profit. This was largely down to the sale of the DNB building in Bergen at a historically high accounting profit. 

Compact faced considerable quality issues and therefore made a loss. Oils made a modest profit, while Salt posted healthy figures.

The global economy continued to be affected by low oil prices in 2016. However, at the start of 2017 the Norwegian onshore economy is showing signs of a slight recovery. It would appear that the consequences of the fall in oil prices have not been as severe as feared only a year ago. Low oil prices and a weak krone have resulted in an increase in demand and improved competitiveness for several export industries.

2016 also saw significant uncertainties internationally, with a number of major and unexpected events such as Brexit, the election of Donald Trump as president of the USA, increased polarisation, tensions over defence policy, continued terrorism and new waves of refugees, to mention but a few. The overall risk to international and domestic trade has therefore continued to increase, and visibility has been reduced. Nonetheless, the global economy is expected to continue to grow in 2017 – albeit with China remaining an element of uncertainty.

Key figures

KEY FIGURES GC RIEBER GROUP (Mill. NOK) 2016 2015
Operating income 1510 2283
Profit before tax -86 -204
Total assets 6513 9931
Total equity 3365 4125
Return on total assets 1,3% 0,0%
Return on equity -2,3% -5,5%
Equity ratio 51,7% 41.5%

 

 

Significant events

  • Establishment of Shearwater Geoservices AS owned 50/50 by GC Rieber Shipping and Rasmussengruppen; acquired 4 seismic vessels from GC Rieber Shipping.
  • Big write-downs of vessels.
  • DNB building in Bergen sold at a significant profit.
  • Solheimsviken Næringspark AS spun off from GC Rieber.
  • Completed the BREEAM Excellent building “Basen” at Marineholmen in Bergen.
  • Completed phase 3 of the construction of a concentrates factory for GC Rieber Oils in Kristiansund.
  • Decision made to expand GC Rieber Compact’s factories in India and South Africa with heat treatment technology.

More about the business divisions

As a result of low oil prices, the markets for seismic and subsea operations have all but collapsed. By the end of 2016 large parts of the Norwegian fleet were without work, while others were engaged only on short-term contracts. However, we have succeeded in deploying several of our vessels on contracts independent of the oil markets. Operation of the ships has been satisfactory. The company has worked purposefully and systematically to adjust its organisation and cost levels to the new market conditions. The company’s loans were refinanced at the end of 2016 following the formation of the seismic services company Shearwater Geoservices. The company is proactively seeking new projects and collaborations within its market segments.

Compact made a pre-tax loss. This was particularly due to quality issues at its factory in India. The company has now invested in new heat treatment equipment to ensure quality and food safety in the future. Similar production equipment will be installed at the factory in South Africa in 2017.

Sales figures for Oils have remained stable, albeit with a slight decline as a result of the slowdown in the Chinese economy. The division made a pre-tax profit, but its revenues are still not sufficient to justify the significant investments that have been made, including the completion of the third production phase for concentrates.

Salt posted a healthy pre-tax profit, primarily as a result of a good season for road salt both in Norway and Denmark. Circumstances surrounding the salt production plant in Tunisia remain challenging, but we have succeeded in producing growing volumes of salt and engaging in dialogue with several parties on potential partnerships. GC Rieber Chemicals has faced challenges surrounding product declarations and certification criteria, but these issues have now been resolved.

The property division, Eiendom, has had a busy year which saw the sale of the DNB building in Bergen and the subsequent spin-off of Solheimsviken Næringspark AS. The division otherwise saw high occupancy rates and a successful operation. The construction of a new building for DNV GL in Marineholmen in Bergen has been completed. Significant resources have been allocated to co-locating the marine cluster at Marineholmen in Bergen. The investment has paid off in the form of several new and big tenants.

The plan to amend existing development plans for a potential hotel and conference centre in Solheimsviken in Bergen has been shelved. Instead the aim is now to build a smaller hotel and offices within the limitations of the existing development plan.

Finance

Continued low interest rates meant that the company’s financial portfolio performed slightly under par in 2016. Returns on the shares in the portfolio have been good.

The company's need for liquid funds for projects and working capital has meant regular net realisation of securities since the financial crisis. This practice has now been largely abandoned thanks to increased external financing of the subsidiaries replacing financing from the parent company along with dividends received from the subsidiaries. The portfolio reflects the investment mandate set out in autumn 2008. The bulk of the portfolio as at the end of 2016 consists of bank deposits and bonds with a low credit risk.

The GC Rieber group operates internationally and is therefore exposed to various risks, including credit, liquidity, interest rate and exchange rate risks. A range of financial instruments is used to reduce these types of risk. Parts of the group’s net interest rate exposure are hedged in various ways, including with fixed interest loans and forward rate agreements. Some of the group’s debts are in USD in order to reduce currency exposure. The group continues to consider whether to hedge expected future net cash flows in relevant currencies. Direct investments in foreign securities are also hedged. Hedging primarily takes place by entering into forward exchange contracts on the sale of currency against NOK and by using currency accounts in the intercompany account system.

The group’s strategy is to sustain sufficient liquidity in the form of bank deposits, interest-bearing securities and overdraft facilities in order to finance operations and ongoing, minor investments.

All in all, the board considers the group’s financial situation and liquidity to be good, especially in light of the enhanced cash flow following the sale of the DNB building and the spin-off of Solheimsviken Næringspark AS. However, it must be stressed that this buffer should be larger than normal as the group needs to be able to respond to any major unrest in the financial markets or to a potential lasting decline in activity in the sectors in which the group remains active. On account of the significant cash balance resulting from the sale of the DNB building, the board has decided to cancel the group’s existing overdraft facility.

The market for funding for new projects remained good throughout 2016. The banks’ financing costs appear to have stabilised, something which is reflected in the company’s borrowing margins. Long-term interest rates have risen considerably since the summer of 2016 and are expected to continue to increase. This could have a negative impact on the company’s borrowing rates.

GC Rieber continues to experience a high level of interest by banks and other financial institutions in funding projects initiated by the group.

Liquidity and liabilities

Changes in the group’s liquidity in 2016 amounted to NOK -252 million, of which NOK 154 million came from operating activities, NOK 259 million from investing activities and NOK -664 million from financing activities. Levels of investments were high within Eiendom and low within Shipping in 2016, while the other divisions have maintained a normal level of investment overall.

Net cash flow from investments was NOK -664 million. Dividends of NOK 20 million have been paid to shareholders in the group’s subsidiaries, while no dividends were paid by the parent company GC Rieber AS.

The group‘s current liabilities as at 31.12.2016 amounted to NOK 422 million, which is equivalent to 13% of the group’s total liabilities, compared with NOK 517 million and 9% last year. The group's financial position is good.

Changes in the parent company’s liquidity in 2016 amounted to NOK -62 million, of which NOK -68 million came from operating activities, NOK 13 million from investing activities and NOK -6 million from financing activities. The company‘s current liabilities as at 31.12.2016 amounted to NOK 129 million, which is equivalent to 26% of the group’s total liabilities, compared with NOK 159 million and 31% last year. The company's financial position is good.

In accordance with Section 3-3a of the Norwegian Accounting Act the company confirms that the requirements for the going concern assumption have been satisfied.

New business model

GC Rieber changed its business model in 2016 from a group model to a more active ownership model. As well as assisting the business units with strategic development and capital, the parent company will also offer administrative services as required. The subsidiaries are given a significant degree of autonomy and responsibility within their respective markets and areas of expertise.

A number of improvement and efficiency processes were undertaken across the group in 2016. They include a new ERP system, various cost improvement programmes, LEAN processes, outsourcing of IT operations, switchboard and reception services, new intranet, and various certification processes. Yet another internal reorganisation is being planned at the offices in Bergen, including densification and conversion of the former reception area into office space in order to better utilise the building. The completion of these processes is expected to generate significant efficiency savings.

Organisation and expertise

At the end of 2016 the group employed 509 people compared with 507 the previous year. Of these, 134 were female compared with 125 last year, and 375 were male compared with 382 last year. There are also 65 contract crew members on board the vessels compared with 207 last year. The group’s workforce thus counts 574 people compared with 714 last year. The fall in numbers is primarily due to the drop in activity in the Shipping division. The board should like to thank all employees for their continued commitment during a particularly challenging year.

GC Rieber sees diversity as a key factor in the growth of the company. It therefore aims to achieve a good balance in terms of expertise, age, gender, ethnicity and cultural background amongst its employees. This is emphasised in respect of activities such as recruitment and career planning. For historical reasons there is a gender imbalance within certain roles, including management roles. Proactive measures are being taken to improve this. The group’s management team consists of one woman and seven men. There are women in leading positions at the group’s subsidiaries and in technical and middle management positions within the group.

The working environment is considered to be good. Sickness absence across the group stood at 3.3 % compared with 4.1 % the previous year. Health and safety inspections have been carried out, and physiotherapy has been offered to employees who are at risk. The group offers private health insurance and an annual individual health check-up to employees.

A total of 30 work accidents were reported compared with 31 last year. Four of these resulted in short-term or long-term sickness absence, while 26 did not lead to absence from work. Steps have been taken to reduce the number of incidents.

At the end of 2016 all employees were transferred to a new defined contribution scheme. As part of its cost-cutting programme and in order to provide an incentive to use public transport, the company introduced a car parking fee for employees in Bergen.

GC Rieber’s management forum, which comprises 25 of the group's managers, held two meetings in 2016 focusing on strengthening co-operation across the group. Several employees have completed individual further training at various institutions.

The discretionary profit-sharing scheme was continued until the end of 2016, whereby fixed profit targets for the companies and the group are used as a minimum requirement to determine whether or not to pay a share of the profits. The scheme may generate one additional month's pay based on the performance of the companies and up to one additional month's pay based on the group's performance. On the basis of the 2016 figures, employees in the Eiendom division will receive a share of the profit thanks to its historically good results. These payments have been expensed in the 2016 accounts. The group-wide profit-sharing scheme will be wound down in 2017, and the individual divisions will be able to pay their employees a share of their respective profits, subject to a set of criteria and within roughly the same limits.

There are around 20 independent board members at the group's majority-owned companies who are not employed by or do not own shares in the business. Board members are elected on the basis of expertise, experience and integrity. Diversity is an aim for the boards across the group. The board of the parent company comprises two female and three male directors. A practice has been established whereby at least one board member is replaced every year at one of the companies in the group. Bjart Nygaard stepped down from the board of directors at the AGM in 2016. The board should like to extend its sincerest thanks for his dedicated work during almost 30 years as a board member. Directors' remuneration is set on the basis of responsibilities, time spent and remuneration levels at similar enterprises. No special bonus arrangements, options schemes or severance packages have been agreed for the chairman of the board or CEO. The most important of the group’s boards carry out regular self-evaluations. The corporate governance guidelines are reviewed regularly. An ownership mandate has been introduced for the boards within the GC Rieber group which includes profit targets and guidelines on the distribution of expertise between the various board levels within the group.

The supervisory board was abolished in 2016. As a result, communication with the shareholders has been replaced by digital quarterly presentations, amongst other things.

CSR – Corporate social responsibility

With its value base and well established business practices, GC Rieber has made a commitment to society and to its immediate environment in a broad sense.

The group has been signed up to the UN's Global Compact since 2010. This initiative continues to be followed up by the board and management by way of regular reporting, including the publication of GC Rieber's annual CSR report “Communication on Progress” for UN Global Compact on the GC Rieber website.

A common standard across the group for quality assurance of supplier chains has been established in the form of a separate Code of Conduct. All new projects are assessed by way of a dedicated CSR analysis. A CSR co-ordinator was appointed for each subsidiary during 2016.

Strategy and future prospects

GC Rieber’s value base, brand and long-term strategy remain unchanged. However, its business model was changed during 2016 in response to changing opportunities. One key element is maintaining a diversified operation in the form of shipping and property activities, a small number of other operations that are independent of each other and a degree of financial investment. Reducing the company’s overall exposure to the petroleum industry remains a goal. GC Rieber has a tradition for maintaining a solid balance sheet and good liquidity. Liquidity was significantly strengthened in 2016 through the sale of the DNB building and the spin-off of Solheimsviken Næringspark AS.

The board is committed to realigning or divesting itself from businesses that are not profitable enough and to ensuring that new projects are developed to help boost the group's profits.

The group’s risk exposure is continually monitored. The group is seeking to reduce counterparty risk, and steps are taken to limit its losses when necessary. The disposal of enterprises and assets is a natural and necessary element in ensuring further growth.

The shipping division is undergoing a consolidation process through the establishment of Shearwater Geoservices and the refinancing of the company’s seismic business. The company continues to seek new projects and potential collaborations within the remaining two business areas, subsea and ice. The organisation and cost levels have both been well adapted to the new market conditions. Many of the company’s vessels are now operating in the renewables market, but the business is still very much dependent on the price of oil. There continues to be greater uncertainty than normal surrounding the value of the company’s vessels.

During 2016 Compact launched one of the biggest industrial investment projects in GC Rieber’s history. Once the heat treatment plants at the factories in India and South Africa are complete, the company will be well placed to increase its global market share. The company will continue to invest in skills and product development based on a safe food concept. Compact is very much influenced by the magnitude of disasters and malnutrition in the world. The division also holds interesting positions in the market for food rations and water supply for lifeboats and life rafts the world over.

The expansion of Oil’s plant in Kristiansund has been completed with a state-of-the-art concentrates factory with high capacity. The key task ahead will be to develop the market for high-margin products, partly in order to cover the cost of the extensive quality, documentation and research regime. The Oils division is particularly exposed towards health and demographic trends.

Salt will continue to streamline its logistics network to release capital tied up in plants and ensure a secure supply of raw materials. The subsidiary GC Rieber Chemicals has identified interesting product development opportunities for greener chemicals. Salt is especially reliant on climatic conditions and fisheries.

The property division has decided to go ahead with the construction of the Lanternen building at Marineholmen in Bergen for clients that include Lerøy Seafood Group and Cargill Norway. The company takes the view that new development plans for Marineholmen, Bontelabo and Birkeland, several of them incorporating housing, will stimulate value creation in the long term. Plans are underway to develop hotel and office projects in Solheimsviken. The company will continue to evaluate any attractive sales opportunities that may arise. The Eiendom division is exposed to the price of oil and to commercial and urban development in the Bergen region in general.

Shareholders

GC Rieber’s shareholder policy is to generate competitive returns over time on invested capital in the form of continuous dividends and rising value. The company intends to offer shareholders the occasional opportunity to become involved in spin-offs and in parallel investments in some of the company’s projects. For example, in 2016 investors in Solheimsviken Næringspark AS were offered the opportunity to realise their investments and benefit from the increased value of the company following the sale of the DNB building in Bergen.

 

The sales channel for the GC Rieber share through DNB has been satisfactory. The share has continued to trade well, but price and volumes have fallen sharply in line with the price of oil and the low price of the GC Rieber Shipping share. The administration and management of the share register and share information via the Norwegian Central Securities Depository (VPS) has also been working well. There are no plans to list GC Rieber or to include its shares in the unquoted list.

The aim has been to offer shareholders a level of dividend payments which at least covers ongoing ownership costs for private shareholders in the form of tax on capital and dividend tax. Over time the group has sustained a dividend payout ratio of around 20% of its consolidated profits. The goal is to maintain this level as a minimum in the long term. Thanks to the company’s good liquidity and in light of the fact that no dividend was paid in 2016, the board proposes to pay a dividend of NOK 75 per share. In receiving a dividend of NOK 75 per share, a private shareholder in GC Rieber AS will still see a slight overall cash loss on their investment in the period 2015-2016 after tax on dividend and capital for the two years.

 

Allocation of profit/loss - GC Rieber AS NOK mill.
Profit/loss of the year 788
Allocated to dividends 32
Transferred to other equity 756
Total allocations 788