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 and associate companies in Norway, Sweden, Denmark, Australia, Canada, Russia, India, South Africa and Tunisia. The GC Rieber group has a combined annual turnover of NOK 1.7 billion and total assets of NOK 6.3 billion. The group employs around 500 people and has 200 shareholders.

Highlights

The company’s 138th financial year was not entirely satisfactory for the group as a whole. Its shipping business in particular continues to feel the after-effects of the massive meltdown in oil-related industries. This is also having an impact on the group’s consolidated figures. Compact’s nutrition operation also ran at a loss in 2017.

However, the GC Rieber group also made significant progress in 2017 compared with previous years. Its Oils, Salt and Eiendom divisions are highly profitable. A number of steps have been taken to improve the group’s overall potential for returns.

Oil prices have been more robust in 2017 than in previous years and are now expected to help ensure continuing growth for the Norwegian economy. The global economy continued to grow in 2017 and is expected to make further progress in 2018 with the US economy prospering but with China as a factor of uncertainty.

2017 saw continued uncertainty globally in light of the challenging political situation in the Middle East, tensions between the US and North Korea and growing polarisation and protectionism generally.

Key figures

 

KEY FIGURES GC RIEBER GROUP (Mill. NOK) 2017 2016
Operating income 1657 1510
Profit before tax -26 -86
Total assets 6254 6513
Total equity 3212 3365
Return on total assets 1,2% 1,3%
Return on equity -0,8% -2,3%
Equity ratio 51,4% 51.7%

 

Significant events

  • Acquisition of Saltkaup, Iceland.
  • Commenced construction of “Lanternen” at Marineholmen Forskningspark, Bergen.
  • Expansion of Compact’s factories in India and South Africa with heat treatment technology.
  • Launched GC Rieber Distribution AS as a distribution company for fish oils, owned 50/50 by GC Rieber Oils and Hayduk in Peru.

 

Significant events after the end of the financial year

  • Completed NOK 100 million share issue and financial restructuring of Shipping.
  • Made decision to build new office building “Skipet” and hotel in Solheimsviken, Bergen.
  • Made decision to proceed with phase 4 of the construction of concentrates factory for GC Rieber Oils in Kristiansund.

 

More about the business divisions

The consequences of the fall in oil prices in 2014/15 and the subsequent decline in oil-related industries continue to have an impact on GC Rieber’s shipping business. This means continued unused capacity and low rates in our shipping segments. However, we have succeeded in deploying several of our vessels on medium-term contracts. With the exception of one engine breakdown, operation of the vessels has run smoothly. The company has also continued to adapt its organisation and cost levels to the new market conditions. At the end of 2017 a decision was made to fully refinance the balance in the form of a NOK 100 million rights issue and a number of deferrals of loan repayments to the banks. This process was completed in mid-January. The company is working on several new projects within its market segments.

Compact, too, experienced challenging market and operating conditions in 2017, including prices coming under pressure, continuing quality issues and downtime at its factories in India and South Africa. The company has made significant investments in heat treatment equipment in its factories to ensure quality and food safety in the future. There is more famine and malnutrition in the world than ever before. The solution to these problems requires sufficient funding for aid programmes from donor countries and aid organisations around the world.

Oils achieved its best ever result in 2017 following many difficult years and targeted, systematic development and improvement work. A broader and more robust client portfolio has been created, and the product mix has been optimised towards the high-margin segments. The establishment of GC Rieber Distribution in order to improve raw material sourcing has paid off during the first year of operation. A number of major R&D projects have been launched in relation to digitalisation and development, and a decision has been made to further expand production capacity in Kristiansund by investing in additional new technology. The Oils business has attracted a high level of expertise.

Eiendom has made significant progress on several big development projects designed to boost future earnings. 2017 saw high occupancy rates, seamless management and stable rents. The company has taken a focused and systematic approach to the further expansion of the marine cluster at Marineholmen in Bergen. The cluster is now home to around 150 businesses employing more than 1,000 staff in the marine sector, involving research and education, government administration and commerce. A political tug of war has ensued over the future siting of big public sector marine institutions such as the Institute of Marine Research and the Directorate of Fisheries, and Marineholmen has emerged as one possible location. Development planning for Marineholmen and Bontelabo is underway, and a decision has been made to build a new office block measuring 12,000 sq. m. and a hotel with 200 rooms in Solheimsviken.

Salt has seen increasing volumes in the road salt segment and has realised the benefits of more streamlined and effective logistics. Several terminals have been closed down or outsourced. The Danish operation has also been streamlined and has built up a healthy, long-term customer base, especially in the road salt market. Production at the Tunisian company which we co-own has been going well, with increased volumes and improved quality. In 2017 GC Rieber bought Saltkaup, which operates in Iceland and the Faeroe Islands. As well as salt products, Saltkaup also sells a wide range of packaging products and accessories to the Icelandic fishing industry.

Finance

Having received a significant dividend from GC Rieber Eiendom in the 2016 financial year, a new financial management mandate was adopted with effect from 2017. It involves a bigger stake in the portfolio and a minimum amount allocated to a liquid “rainy day fund” to be used both defensively at times of crisis but also offensively when strategic opportunities arise. The new mandate has been introduced gradually over the course of the year, and by spring 2018 the portfolio should reflect the new mandate. Returns on the financial portfolio were as expected in 2017. As at 31.12.2018 the bulk of the portfolio comprises bank deposits and bonds with a low credit and interest rate risk.

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 investments. Another part of the strategy is that over time the company should allocate a given portion of its balance to financial investment. The size of the liquidity reserves is assessed and determined on an annual basis.

The group operates internationally and is therefore exposed to various risks, including credit, liquidity, interest rate and currency 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 board considers the group’s financial situation and liquidity to be good. It should be stressed, however, that the company must be prepared to support investment in its subsidiaries and be ready to act if the subsidiaries were to see a drop in activity levels.

The market for funding for new projects remained good throughout 2017. The banks’ financing costs appear to have stabilised, something which is reflected in the company’s borrowing margins. However, long-term interest rates have risen considerably since the summer of 2016 and may continue to increase. This could have a negative impact on the company’s borrowing rates.

The group sustained a good dialogue with banks and financial institutions in 2017, and there has been much interest in financing projects operated by the GC Rieber group.

Liquidity and liabilities

Changes in the group’s liquidity in 2017 amounted to NOK -269 million, of which NOK 138 million came from operating activities, NOK -224 million from investing activities and NOK -183 million from financing activities. Levels of investment were high at Eiendom, Salt and Compact but low at Shipping.

Net cash flow from investments was NOK -224 million. Dividends of NOK 6 million have been paid to shareholders in the group’s subsidiaries, while the parent company GC Rieber AS paid out NOK 32 million.

The group‘s current liabilities as at 31.12.2017 amounted to NOK 512 million, which is the equivalent of 17% of the group’s total liabilities, compared with NOK 422 million and 13% last year. The group's financial position is good.

Changes in the parent company’s liquidity in 2017 amounted to NOK -34 million, of which NOK -88 million came from operating activities, NOK 59 million from investing activities and NOK -5 million from financing activities. The company‘s current liabilities as at 31.12.2017 amounted to NOK 44 million, which is the equivalent of 11% of the group’s total liabilities, compared with NOK 129 million and 26% 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.

Reinforced business model

GC Rieber’s active ownership model was further reinforced in 2017. As well as assisting the business units with strategic development and capital, the parent company also offers administrative services as required. The subsidiaries are given a significant degree of autonomy and responsibility within their respective markets and areas of expertise. The redefined business model has generated significant effects over a short period of time.

Work on various improvement and efficiency processes across the group continued in 2017. A new ERP system and the outsourcing of IT operations continued to be implemented, and a new head of innovation and digitalisation (CTIO) has been appointed and will take up the post in early 2018. Yet another internal reorganisation has been completed at the offices in Bergen, including densification and conversion of the former reception area into office space in order to better utilise the building.

Organisation

At the end of 2017 the group employed 384 people compared with 509 the previous year. Of these, 123 were female compared with 134 last year, and 261 were male compared with 375 last year. There are also 126 contract crew members on board the vessels compared with 65 last year. The group’s workforce thus consists of 510 people compared with 574 last year. The change is primarily due to various restructuring processes within the group. The board should like to thank all staff for their hard work.

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. Proactive measures are being taken to improve this. The company’s executive team, which meets once a month or when required, comprised one woman and seven men at the end of 2017. The board believes this is not satisfactory and has instructed the management to take concrete steps to even out the imbalance. There are women in leading positions at the group’s subsidiaries and in technical and middle management positions within the group.

GC Rieber’s management forum, which comprises 25 of the group's managers, held two meetings in 2017 focusing on management and skills development across the group. Several employees have completed individual further training at various institutions.
The group’s profit-sharing scheme was wound up at the end of 2016 and has been replaced by company-specific schemes subject to a set of general guidelines. On the back of the companies’ performance in 2017, it has been decided to pay one additional month’s salary to employees at Oils and Salt. This sum has been recognised in the respective companies’ and the group’s 2017 accounts.

The working environment is considered to be good. Sickness absence across the group stood at 2.7% compared with 3.3% 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.

Systematic work has been undertaken to improve the reporting of occupational accidents and incidents. A total of 40 work accidents were reported compared with 30 last year. One of these resulted in short-term or long-term sickness absence, while 39 did not lead to absence from work. Steps have been taken to reduce the number of incidents.

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. 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. Most of the boards carry out regular self-evaluations.

The corporate governance guidelines are reviewed regularly. An annual letter is sent to the companies and boards in the GC Rieber group by our investors, setting out their expected rate of return and desired direction and priorities for the group.

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 in the publication of GC Rieber's annual CSR report “Communication on Progress” for UN Global Compact. The CSR report can be found on the GC Rieber website.

A common standard across the group for quality assurance of its 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 has been appointed for each subsidiary.

Strategy and future prospects

GC Rieber’s value base, brand and long-term strategy remain unchanged. 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 shall always maintain a solid balance sheet and good liquidity.

The board is committed to realigning or divesting from businesses that are not profitable enough over time 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 has completed its restructuring process through the establishment of Shearwater Geoservices and the refinancing of the company’s subsea business. The group continues to seek new projects and potential collaborations. The search for renewable energy projects and ice projects intensified during 2017. The different divisions are now fully adapted to tackle the new market conditions. Many of the company’s vessels are operating in the renewables market, but the business is still dependent on the price of oil. There is still uncertainty surrounding the value of the company’s vessels.
During 2016 and 2017 Compact concluded one of the biggest industrial investment projects in GC Rieber’s history. The heat treatment plants at the factories in India and South Africa are now operational and will help increase 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 Oils plant in Kristiansund is now a fully operational and compact concentrates factory with high capacity. Our market position is towards high-margin products, and an extensive quality, documentation and research regime has been established. There will be yet another expansion of the factory, with a fourth stage of production using partially new technology. An extensive digitalisation project is also in the pipeline, involving real-time monitoring of the production process to ensure better utilisation of raw materials, improved energy efficiency and better quality assurance. The Oils division is particularly exposed towards health and demographic trends.

Salt has streamlined its logistics network to release capital tied up in plants and ensure a secure supply of raw materials. The integration of the Iceland and Faeroe Islands acquisition Saltkaup is underway, and numerous synergies have already been realised. The subsidiary GC Rieber Chemicals has narrowed down its product portfolio and is focusing on high-margin products and on a gradual shift towards greener chemicals. Salt is especially reliant on climatic conditions and fisheries.

With regard to the property division, the construction of the “Lanternen” building at Marineholmen in Bergen for clients that include Lerøy Seafood Group and Cargill Norway is going to plan. It has been decided to build a large office building, “Skipet”, and a hotel in Solheimsviken, Bergen. 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. The company will continue to evaluate any 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 also intends to offer shareholders the occasional opportunity to become involved in spin-offs and in parallel investments in some of the company’s projects.

The sales channel for the GC Rieber share through DNB has been satisfactory. However, the share price has settled at a low level. There has been little trading in the share, presumably because of 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. In the past the group has sustained a dividend payout ratio of around 20% of its consolidated profits. As a result of heavy losses in recent years, the actual payout ratio has increased to almost 40%. The goal is to maintain at least 20% in the long term. Although 2017 ended in the red, the board proposes to pay a dividend of NOK 75 per share. This is due to the company’s liquidity. With a dividend payout of NOK 75 per share, private shareholders in GC Rieber AS will just about break even after tax on dividend and capital.

Allocation of profit/loss - GC Rieber AS NOK mill.
Profit/loss of the year 53
Allocated to dividends 32
Transferred to other equity 22
Total allocations 53