DIRECTORS’ REPORT

About GC Rieber

GC Rieber is a privately owned holding company with core investments in five active business divisions: Shipping, Compact, Oils, Salt and Eiendom in addition to a financial portfolio. All of the business divisions have their own boards of directors and complete management teams. The divisions are highly skilled and specialists in their respective markets. As well as assisting the business units with strategic development and capital, the parent company also offers administrative services as required.

The group's headquarters are in Bergen, Norway. It has operative subsidiaries and associated companies in Norway, Denmark, the Faroe Islands, Iceland, Australia, Canada, Russia, India, South Africa and Tunisia. The GC Rieber group has a combined annual turnover of around NOK 2 billion, total assets of around NOK 7 billion, almost 600 employees and some 200 shareholders.

Highlights

GC Rieber’s 139th financial year was a peculiar one for group as a whole in terms of results. The operating profit improved on the previous year (NOK 85.9 million compared with 36.4 million in 2017), while there was a significant loss before tax and non-recurring items (NOK -117.1 million compared with NOK -25.9 million the year before). Due to a major and positive change in the value of the Shipping division’s stake in Shearwater GeoServices (Shearwater) in particular, the group’s net profit for the year was satisfactory (NOK 168.6 million compared with a loss of NOK 59.2 million in 2017).

All in all, the GC Rieber group made significant improvements in 2018. Its Oils and Eiendom divisions are highly profitable. Salt is also making a positive contribution. Shipping ran up considerable losses before tax and non-recurring items, however, and Compact also sustained severe losses.

Key figures

 

KEY FIGURES GC RIEBER GROUP (NOK million) 2018 2017
Operating income 1,945 1,657
Profit before tax 193 -26
Total assets 6,761 6,254
Total equity 3,470 3,212
Return on total assets 4,5 % 1,1 %
Return on equity 5,8 % -0,8 %
Equity ratio 51,3% 51.4%

 

Significant events

  • NOK 100 million share issue and financial restructuring of GC Rieber Shipping.
  • Shearwater acquired Schlumberger’s marine seismic business. GC Rieber Shipping completed a NOK 240 million share issue in order to maintain 20% stake in Shearwater.
  • Commenced construction of phase 4 of GC Rieber Oils’ concentrates factory in Kristiansund.
  • Completed construction of the “Lanternen” building at Marineholmen Forskningspark, Bergen.
  • Decision made to build the “Skipet” office complex in cross-laminated timber as well as a Moxy hotel in Solheimsviken, Bergen.

 

Significant events after the balance sheet date

  • Conditional sale of the icebreaker Ernest Shackleton

More about the business divisions

The after-effects of the dramatic fall in oil prices in 2014 continue to impact GC Rieber’s shipping business, especially in terms of low rates for our subsea vessels. Most of our vessels have been kept busy for much of the year, even though rates have not been high enough to fully cover interest and repayments. The balance was refinanced at the start of 2018 by way of a NOK 100 million rights issue aimed at existing shareholders as well as the postponement of some loan repayments to the company’s banks. The company worked purposefully on the Shearwater case over the course of the year, resulting in the acquisition of Schlumberger’s marine seismic business. The takeover included ten vessels, streamers and technology, amongst other things. Shearwater and GC Rieber shipping consequently went on to raise further capital. The assets acquired through the aforementioned transaction resulted in a NOK 310 million increase in the value of our stake in Shearwater.Out share of the Shearwater operation is presented as a loss on investment in associated companies. The Shipping division has restructured its organisation in response to current market conditions, but we require greater volumes in order to operate the vessels effectively and with adequate financial sustainability. Shipping is also working on a number of new projects and potential collaborations, including renewable energy and ice. Many of the vessels are operating in the renewables market, but as a whole the division remains very much vulnerable to the price of oil, especially due to Shearwater’s heavy weighting on the balance sheet. There is still uncertainty surrounding the valuation of the company’s vessels.

Compact continued to encounter challenging and complex market and operating conditions in 2018. Issues included cuts to aid funding by donor countries, especially the US, price pressure in the market and unfavourable exchange rates. The company's factory in India was also the victim of one instance of import restrictions on raw materials, resulting in considerable losses. We have now completed the commissioning of new heat treatment equipment in the factories in India and South Africa, which will ensure quality and food safety in the future. The number of famines and extent of malnutrition in the world continue to increase, but the distribution of emergency food rations and nutritional products to undernourished people is largely determined by funding from Western donor countries and aid organisations across the world. Compact is actively seeking long-term partners, especially in relation to distribution. In addition to aid and nutritional products, Compact also holds interesting positions in the market for food rations and water supplies for lifeboats and life rafts the world over. It is exposed to developments in the world’s cruise fleet, amongst other things.

The Oils division once again recorded record profits in 2018. The client portfolio is better balanced than before, and the division is able to generate added value thanks to high and stable product quality, an optimised product mix and a high level of service. Oils’ production facility in Kristiansund is one of the world’s most technologically advanced factories for the manufacture of high-concentrate omega-3 products. This achievement is in part thanks to its highly skilled workforce. GC Rieber Distribution has shown its worth by ensuring secure and sustainable raw materials sourcing together with our Peruvian partners Hayduk. The company has been working on several concrete large-scale development projects. A further expansion of production capacity (phase 4) in Kristiansund will be completed in 2019, resulting in increased capacity and further improvements to our production technology. New projects have been launched in relation to sensor-based real-time production along with a fish feed oil project to better deal with side streams and reduce the company’s carbon footprint. The Oils business has a highly skilled workforce and is exposed to health-related and demographic trends while also being vulnerable in terms of access to raw materials (fish resources).

The Salt division continued to grow its volumes in the road salt segment, and it has benefited from efficient logistics both in terms of road salt and its other market segments. The operation in Denmark also achieved satisfactory volumes but has been challenged on certain quality parameters, something which is reflected on the bottom line. The operations in Iceland and the Faroe Islands saw good market and operating conditions. The integration of the acquired companies Saltkaup and Saltkeyp has been completed to good effect, and numerous synergies have been realised. The packaging and fishing equipment business in Iceland has been offloaded so that the company now focuses solely on its salt products. Production at the part-owned Tunisian company Tunisel has been satisfactory, but it, too, has experienced issues surrounding quality. The specialist chemicals company we own in Sandnes has reorganised its product portfolio and has opted to invest heavily a smaller number of green products aimed at the oil industry. Salt is especially reliant on climatic changes and fisheries. Tunisel is also operating in a complex political and cultural environment.

Eiendom saw high occupancy rates and successful operations along with a slight increase in rents in 2018. The division has been working hard to further develop the maritime cluster at Marineholmen in Bergen, which is now home to more than 150 businesses with more than 1,000 employees in the fields of research, education, public administration, business, entrepreneurship etc. In 2018 it was decided that the Institute of Marine Research and the Directorate of Fisheries would not move to the marine cluster at Marineholmen in Bergen.

Construction has begun of the Skipet office complex at Solheimsviken in Bergen. This is the first large office building made from cross-laminated timber in Western Norway, something which will give the company unique expertise on sustainable use of materials and building management. By early 2019 the building had been rented out to long-term, reliable tenants. A conditional lease has been signed with Moxy by Marriott for the new hotel in Solheimsviken, the construction of which is due to begin in 2019. A development plan has been drawn up for Bontelabo and a search carried out to identify potential hotel operators for the site. A number of other long-term development projects are being pursued by the Eiendom division, many of them including residential units. Once a decision has been made, we will have created a platform for long-term, healthy value creation. We continue to consider potential sales of projects and fully developed properties. The Eiendom division is exposed to the price of oil and to commercial and urban development in the Bergen region in general.

Finance

A key element in GC Rieber’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 within our business areas. The size of the liquidity reserve is assessed and determined on an annual basis. Over time we also wish to ensure that a certain proportion of the balance is exposed to the stock market. The weighting in shares is still below target, but this must be seen in the context of the company’s other financial exposures.

For a long time 2018 was a good year in the financial markets, but in the fourth quarter the stock and credit markets both saw sharp corrections. The market appears to be recovering at the start of 2019. At -1.0%, returns on the company’s financial portfolio in 2018 were still lower than expected.

GC Rieber 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, including with fixed interest loans and forward rate agreements. Some 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 overall financial situation and liquidity to be good. It should be stressed that the parent company must be prepared to help fund investments made by its subsidiaries and be ready to act if there were to be a drop in activity levels. An overdraft facility of NOK 300 million was established during the course of the year, of which NOK 250 million has been allocated to ensure participation in GC Rieber Shipping’s share issue.

The global economy saw healthy growth in 2018, but the signals for 2019 are more mixed. Uncertainty remains around international trade, and there is much to suggest that earnings are about to peak for a number of large companies.

The market for funding for new projects remained good throughout 2018. The banks’ financing costs appear to be stable, something which is reflected in the company’s borrowing margins. Long-term interest rates fell slightly in 2018 following the increase in 2017. GC Rieber sustained a good dialogue with banks and financial institutions throughout 2018. We continue to see a high level of interest in financing projects operated by GC Rieber.

Liquidity and liabilities

Changes in the group’s liquidity in 2018 amounted to NOK 4 million, of which NOK 284 million came from operating activities, NOK -422 million from investing activities and NOK 143 million from financing activities. There was a high level of investment in 2018, especially within the Eiendom and Oils divisions.

Net cash flow from investments was NOK -422 million. Dividends of NOK 5 million have been paid to shareholders in the group’s subsidiaries, while the parent company GC Rieber AS paid out NOK 32 million.

The company‘s current liabilities as at 31.12.18 amounted to NOK 408 million, which is equivalent to 12% of the group’s total liabilities, compared with NOK 512 million and 17% last year. The parent company's financial position is good.

Changes in the parent company’s liquidity in 2018 amounted to NOK -27 million, of which NOK 17 million came from operating activities, NOK -237 million from investing activities and NOK 193 million from financing activities. The company‘s current liabilities as at 31.12.18 amounted to NOK 42 million, which is equivalent to 7% of the group’s total liabilities, compared with NOK 44 million and 11% 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.

Organisation

At the end of 2018 the group employed 402 people compared with 384 the previous year. Of these, 126 were female (equivalent to 31%) compared with 123 last year, and 276 were male (69%) compared with 261 last year. There were 126 contracted sailors on the company’s vessels, the same as last year. There were also 47 contractors primarily working for our overseas companies. The group’s combined workforce thus totals 575 (including contractors) compared with 510 last year. The board should like to thank all of them for their hard work during 2018.

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, gender and age amongst its workers. This is emphasised in respect of activities such as recruitment and career planning. The group’s management team comprised one woman and eight men at the end of 2018. The board believes this is not satisfactory and has taken concrete steps to improve the situation. Concrete diversity targets have been set and must be reached within a three-year period. There is a good balance of women in leading positions at the subsidiaries and in technical and middle management positions within the group. The group’s boards of directors also have a good gender balance. The board of the parent company comprises two female and three male directors, i.e. 40% women.

GC Rieber’s management forum, which comprises 25 of the group's managers, held two meetings in 2018 focusing on management and skills development. The group’s management team has conducted a management development programme focusing on communication and interaction. Professional development and skills development are a priority for GC Rieber. Several employees have completed individual further training at various institutions.

In line with the group’s company-specific arrangements for profit-sharing and on the back of the companies’ performance in 2018, it has been decided to pay one additional month’s salary to employees at Oils and Eiendom. The sums have been recognised in the respective companies’ and the group’s 2018 accounts.

The working environment across the group is considered to be good. Sickness absence stood at 2.8% compared with 2.7% the previous year. Health and safety inspections have been carried out, and physiotherapy has been offered to employees who are at risk. Private health insurance and an annual individual health check-up are offered to employees.

Systematic work has been undertaken to improve the reporting of occupational accidents and incidents. A total of 31 work accidents were reported compared with 40 last year. Four of these resulted in short-term or long-term sickness absence, while 27 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 their expertise, experience, diversity and integrity. 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 with the chair of the board or the CEO. All the boards carry out an annual self-evaluation.

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.

Innovation and technology development

A new chief technology innovation officer (CTIO) was appointed in 2018 and has initiated a number of innovation projects across the group. They include a major digitalisation programme at Eiendom which has resulted in a self-service portal for tenants and a mobile app with loyalty-building services for all users of GC Rieber Eiendom’s properties. Other companies in the group have been inspired to plan similar initiatives in 2019.

The ERP project has entered its operating phase, but just like the external servers it requires considerable internal resources and has generated limited efficiency savings. The operating models used in these areas are therefore being reassessed. We are continuing to develop our data warehouse for decision support and reporting (BI).

We are actively working to modernise our system portfolio by switching to cloud-based services and communication. A good sharing culture has been developed across the group thanks to the introduction of @Workplace as an internal connectivity platform.

GC Rieber has entered into a strategic partnership with StartupLab, which is due to move into Solheimsviken in Bergen in 2019, bringing us closer to entrepreneurs and technology communities.

In order to further strengthen our digitalisation drive, we will be recruiting for a trainee position as digital business developer in spring 2019.

CSR – Corporate social responsibility

In its value base and through its 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 is 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. The CSR report can be found on the GC Rieber website.

During 2018 we have been working actively to identify each company’s impact potential in relation to the UN’s sustainable development goals. This has resulted in a more systematic and targeted approach to CSR and the sustainable development goals.

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.

The close and mutual relationship with the GC Rieber Funds, one of the company’s biggest shareholders and a supporter of social, cultural and research causes, has been maintained and strengthened.

Strategy and future prospects

GC Rieber’s value base, brand and long-term strategy remain unchanged. One key element in the company’s business model is to maintain a diversified portfolio of independent businesses in addition to a certain amount of financial investments. GC Rieber shall always maintain a solid balance sheet and good liquidity.
The board is keen to reposition the group and, where appropriate, divest from businesses that fail to generate sufficient profits and growth opportunities over time. New projects will be initiated to help improve the group’s returns, including in the form of new and innovative business models that can disrupt existing core business areas.

The group’s risk exposure is continually monitored. One goal is to reduce the company’s overall exposure to the petroleum industry and other sectors. The group is seeking to reduce counterparty risk, and steps are taken to limit its losses when necessary.

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 the company’s projects.

The sales channel for the GC Rieber share through DNB has been working well. However, the share price has settled at a low level. There has been little trading in the share, presumably as a consequence 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 dividend payments which at least cover ongoing ownership costs for private shareholders in the form of wealth and dividend taxes. Over time the group has maintained a dividend payout ratio of around 20% of its consolidated profits. This remains the minimum target going forward. As a result of heavy losses in recent years, the actual payout ratio has increased to almost 40%, however. As 2018 saw an acceptable profit after non-recurring items, the board proposes to pay the same dividend as in recent years at NOK 75 per share. This means a typical private shareholder who applies their tax-free allowance to other assets will retain approx. NOK 12 net after wealth and dividend taxes.

Allocation GC Rieber AS NOK mill.
Profit for the year 8.3
Allocated to dividends 31.5
Transferred from other equity 23.2
Total allocations 8.3

 

Bergen, 28 March 2019