Deloitte
Statsautoriseret Revisionspartnerselskab
CVR nr. 33963556
Frodesgade
Postboks 200
6701 Esbjerg
Telefon 79 12 84 44
Telefax 79 12 84 55
www.deloitte.dk
TripleNine Group A/S
Central Business Registration No: 35476601
Annual report 2013
The Annual General Meeting adopted the annual report on 09.04.2014
Chairman of the Annual General Meeting
Name: Harald Røkenes
Member of Deloitte Touche Tohmatsu Limited
TripleNine Group A/S
Contents
Page
Entity details
1
Statement by Management on the annual report
2
Independent auditor’s reports
3
Management commentary
5
Accounting policies
9
Consolidated income statement for 2013
18
Consolidated balance sheet at 31.12.2013
19
Consolidated statement of changes in equity for 2013
21
Consolidated cash flow statement for 2013
22
Notes to the consolidated financial statements
23
Parent income statement for 2013
31
Parent balance sheet at 31.12.2013
32
Parent statement of changes in equity for 2013
34
Notes to the parent financial statements
35
This document is an unofficial translation of the Danish original. In the event of any
inconsistencies the Danish version shall apply.
lawolff/26.03.2014 - 15:51/W.1.0.3/MStC_C Excel koncern 2014 11 /E.1.1.0
TripleNine Group A/S
Entity details
Entity
TripleNine Group A/S
Trafikhavnskaj 9
6700 Esbjerg, Denmark
Central Business Registration No: 35476601
Registered office: Esbjerg, Denmark
Financial year: 28.08.2013 - 31.12.2013
Board of Directors
Harald Røkenes, Chairman
Anker Ditlev Mejnertz
Hans Peter Koppernæs
Kenneth Lande Klokk
Leif Knak
Niels Arne Hounisen
Odd Joachim Gjørtz
Executive Board
Christian Bisgaard, Chief Executive Officer
Auditors
Deloitte Statsautoriseret Revisionspartnerselskab
Frodesgade 125
6701 Esbjerg, Denmark
1
2
TripleNine Group A/S
Statement by Management on the annual report
The Board of Directors and the Executive Board have today considered and approved the annual report of
TripleNine Group A/S for the financial year 28.08.2013 - 31.12.2013.
The annual report is presented in accordance with the Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair
view of the Group's and the Parent's financial position at 31.12.2013 and of the results of their operations and
the consolidated cash flows for the financial year 28.08.2013 - 31.12.2013.
We believe that the management commentary contains a fair review of the affairs and conditions referred to
therein.
We recommend the annual report for adoption at the Annual General Meeting.
Esbjerg, 06.03.2014
Executive Board
Christian Bisgaard
Chief Executive Officer
Board of Directors
Harald Røkenes
Chairman
Anker Ditlev Mejnertz
Hans Peter Koppernæs
Kenneth Lande Klokk
Leif Knak
Niels Arne Hounisen
Odd Joachim Gjørtz
TripleNine Group A/S
3
Independent auditor’s reports
To the shareholders of TripleNine Group A/S
Report on the consolidated financial statements nd the parent financial statements
We have audited the consolidated financial statements and the parent financial statements of TripleNine Group A/S for
the financial year 28.08.2013 – 31.12.2013, which comprise the accounting policies, income statement, balance sheet,
statement of changes in equity and notes for the Group as well as for the Parent, and the consolidated cash flow statement.
The consolidated financial statements and the parent financial statements are prepared in accordance with the Danish
Financial Statements Act.
Management’s responsibility for the consolidated financial statements and the parent financial
statements
Management is responsible for the preparation of consolidated financial statements and parent financial statements that
give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as
Management determines is necessary to enable the preparation of consolidated financial statements and parent financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors’ responsibility
Our responsibility is to express an opinion on the consolidated financial statements and the parent financial statements
based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional
requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements and the parent financial
statements are free from material misstatement.
An audit involves performing audit procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements and the parent financial statements. The procedures selected depend on the auditor's
judgement, including the assessment of the risks of material misstatements of the consolidated financial statements and
the parent financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation of consolidated financial statements and parent financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit has not resulted in any qualification.
Opinion
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the
Group's and the Parent's financial position at 31.12.2013 and of the results of their operations and the consolidated cash
flows for the financial year 28.08.2013 – 31.12.2013 in accordance with the Danish Financial Statements Act.
4
TripleNine Group A/S
Independent auditor’s reports
Statement on the management commentary
Pursuant to the Danish Financial Statements Act, we have read the management commentary. We have not performed any
further procedures in addition to the audit of the consolidated financial statements and the parent financial statements.
On this basis, it is our opinion that the information provided in the management commentary is consistent with the
consolidated financial statements and the parent financial statements.
Esbjerg, 06.03.2014
Deloitte
Statsautoriseret Revisionspartnerselskab
Jørn Jepsen
State Authorised Public Accountant
John L. Christiansen
State Authorised Public Accountant
5
TripleNine Group A/S
Management commentary
2013
DKK’000
Financial highlights
Key figures
Revenue
Gross profit
Operating loss
Net financials
Loss for the year
Total assets
Investments in property, plant and equipment
Equity
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Key ratios
Gross margin (%)
Net margin (%)
Return on equity (%)
Solvency ratio (%)
1,632,216
136,465
(15,799)
(30,159)
(34,590)
964,044
28,070
415,311
409,022
(6,678)
16,038
8.4
(2.1)
(8.3)
43.1
TripleNine Group A/S
6
Management commentary
Primary activity
The Group’s primary activity is to manufacture and sell fish meal and fish oil.
The Group carries on its activities through the subsidiaries:
•
TripleNine A/S (Denmark)
•
Vedde AS (Norway)
•
Lota Vedde Dos S.A. (Chile)
•
•
Lota Protein S.A (Chile)
•
Koppernaes Singapore PTE LTD (Singapore)
•
Losseselskabet 999 A/S (Denmark)
•
TripleNine Fish Protein SA (Pty) Ltd. (South Africa)
•
•
TripleNine Holding Asia ApS (Denmark)
Pesquera Lota Protein LTDA (Chile)
TripleNine (Rongcheng) Marine B. Ltd. (China).
In addition, the Entity has activities in the partly owned companies of Norsildmel AS (Norway),
Fiskeriselskabet 2bis ApS (Denmark) and Fosnavåg Pelagic AS (Norway).
Activities of the subsidiary, Essi A/S (Denmark), ceased during the year.
Development in activities and finances
Effective from 1 January 2013, a partnership has been formed with Norwegian Koppernæs AS on fish meal
and fish oil activities (through its subsidiary Vedde AS). In this context, TripleNine Group A/S became the
sole owner of both Vedde AS and TripleNine A/S, and 2013 is the Entity’s first financial year.
Group revenue reached DKK 1,632m in 2013.
In the financial year, the production of fish meal and fish oil has been affected by poorer fisheries than
estimated for the Group’s companies in Denmark, Norway and Chile. At the same time, the second half of the
year saw declining selling prices which have been a contributing factor to the unsatisfactory loss of DKK
34.6m for 2013. This performance is poorer than expected.
The performance is also adversely affected by one-off costs for the establishment and running-in of the new
partnership and for the cancellation of agency contracts as part of the reorganisation of the sales structure of
the subsidiary TripleNine A/S.
TripleNine Group A/S
7
Management commentary
Investments
In 2013, DKK 28.1m was invested in property, plant and equipment.
Outlook
Intensified competition for raw materials is expected in the areas in which the subsidiaries operate, and
increased consolidation of the industry is anticipated.
2014 is expected to see further expansion into new markets.
Increased collaboration within the newly established group is estimated to lead to improved and positive
earnings in 2014.
Particular risks
Price risks
In many cases, the group companies buy raw materials before any sale, which involves a risk.
Currency risks
As a consequence of activities abroad, the Group’s results, cash flows and equity are affected by the exchange
rate and interest rate movements of a number of currencies – US dollar and Norwegian kroner in particular. It
is company policy to hedge commercial currency risks, which is done by way of forward exchange contracts
hedging sales and purchase contracts entered into. No speculative foreign currency transactions are conducted.
Credit risks
The bulk of products are sold through the partly owned company, Norsildmel AS, which has appropriate
procedures in place for managing credit risks, and historically it has suffered few credit losses.
Research and development activities
Throughout 2013, the Entity continued its efforts to attract knowledge resources in various areas of activity in
order to strengthen its competitive position and ongoing developments.
Corporate social responsibility report
The Entity does not have a policy on corporate social responsibility.
The Entity aims to develop its core business and meet its strategic challenges in a financially and socially
responsible manner, and, in order to raise the level of corporate social responsibility, it has an active works
committee and an environment committee to deal with possibilities of improving and optimising social and
environmental matters.
The Entity is operating within the quality standards of the industry.
TripleNine Group A/S
8
Management commentary
Diversity
TripleNine Group A/S and TripleNine A/S have as their goal to have the underrepresented gender account for
at least 15% of their supreme governing body (Board of Directors) by 2017.
Lower management levels are composed based on the skills of managers, and in the event of uniform
qualifications, the candidate whose gender is underrepresented among the management group will be
preferred.
There have not been any changes in 2013 in the gender ratio of the Board of Directors and the management
group since both groups consist of men only.
Events after the balance sheet date
No events have occurred after the balance sheet date to this date which would influence the evaluation of this
annual report.
TripleNine Group A/S
9
Accounting policies
Reporting class
The annual report has been presented in accordance with the provisions of the Danish Financial Statements Act
governing reporting class C enterprises (large).
2013 is the Entity’s first financial year, and the consolidated financial statements and the parent financial
statements have been presented applying the accounting policies below.
Recognition and measurement
Assets are recognised in the balance sheet when it is probable as a result of a prior event that future economic
benefits will flow to the Entity, and the value of the assets can be measured reliably.
Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result
of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the
liability can be measured reliably.
On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition
is made as described below for each financial statement item.
Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or
invalidate affairs and conditions existing at the balance sheet date are considered on recognition and
measurement.
Income is recognised in the income statement when earned, whereas costs are recognised by the amounts
attributable to this financial year.
Consolidated financial statements
The consolidated financial statements include the Parent and enterprises (subsidiaries) controlled by the Parent.
Control is achieved by the Parent, either directly or indirectly, holding more than 50% of the voting rights or in
any other way possibly or actually exercising controlling influence. Enterprises in which the Group, directly or
indirectly, holds between 20% and 50% of the voting rights and exercises significant but not controlling
influence are regarded as associates.
Consolidation principles
The consolidated financial statements are prepared on the basis of the financial statements of the Parent and its
subsidiaries. The consolidated financial statements are prepared combining uniform financial statement items.
On consolidation, intra-group income and expenses, intra-group accounts and dividend as well as profits and
losses on transactions among consolidated enterprises are eliminated. The financial statements used for
consolidation have been prepared applying the Group’s accounting policies.
TripleNine Group A/S
10
Accounting policies
Group enterprises’ financial statement items are recognised in full in the consolidated financial statements.
Minority interests’ proportionate share of profit/loss and the net assets are disclosed as separate items in the
income statement and the balance sheet, respectively.
Investments in subsidiaries are offset at the proportionate share of such subsidiaries’ net assets at the
acquisition date, with net assets having been calculated at fair value.
Business combinations
Newly acquired or newly established enterprises are recognised in the consolidated financial statements from
the time of acquiring or establishing such enterprises. Divested or wound-up enterprises are recognised in the
consolidated income statement up to the time of their divestment or winding-up.
The purchase method is applied in the acquisition of new enterprises, under which identifiable assets and
liabilities of these newly acquired enterprises are measured at fair value at the acquisition date. On acquisition,
provisions are made for costs relating to decided and published restructuring of the acquired enterprise.
Allowance is made for the tax effect of the restatements made.
Positive differences in amount (goodwill) between cost of the acquired share and fair value of the assets and
liabilities acquired are recognised under intangible assets, and they are amortised systematically in the income
statement based on an individual assessment of their useful lives, however, no more than 20 years. Negative
differences in amount (negative goodwill), corresponding to an estimated adverse development in the relevant
enterprises, are recognised in the balance sheet separately as deferred income, and in the income statement as
such adverse development is realised.
Profit/loss from fixed asset divestments
Profits or losses from divestment or winding-up of subsidiaries are calculated as the difference between selling
price or settlement price and the carrying amount of the net assets at the time of divestment or winding-up,
respectively, including any non-amortised goodwill and estimated selling or winding-up expenses.
Foreign currency translation
On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction
date. Receivables, payables and other monetary items denominated in foreign currencies that have not been
settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange
differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the
balance sheet date, are recognised in the income statement as financial income or financial expenses. Property,
plant and equipment, intangible assets, inventories and other non-monetary assets that have been purchased in
foreign currencies are translated using historical rates.
TripleNine Group A/S
11
Accounting policies
When recognising foreign group enterprises and associates that are independent entities, the income statements
are translated at average exchange rates for the months that do not significantly deviate from the rates at the
transaction date. Balance sheet items are translated using the exchange rates at the balance sheet date.
Goodwill is considered belonging to the independent foreign entity and is translated using the exchange rate at
the balance sheet date. Exchange differences arising out of the translation of foreign subsidiares’ equity at the
beginning of the year at the balance sheet date exchange rates as well as out of the translation of income
statements from average rates to the exchange rates at the balance sheet date are recognised directly in equity.
Exchange adjustments of outstanding accounts with independent foreign subsidiaries which are considered part
of the total investment in the subsidiary in question are classified directly as equity.
When recognising foreign subsidiaries that are integral entities, monetary assets and liabilities are translated
using the exchange rates at the balance sheet date. Non-monetary assets and liabilities are translated at the
exchange rate of the time of acquisition or the time of any subsequent revaluation or write-down. The items of
the income statement are translated at the average rates of the months; however, items deriving from nonmonetary assets and liabilities are translated using the historical rates applicable to the relevant non-monetary
items.
Income statement
Revenue
Revenue from the sale of manufactured goods and goods for resale is recognised in the income statement when
delivery is made and risk has passed to the buyer.
Other operating income
Other operating income comprises income of a secondary nature to the Entity’s primary activities.
Cost of sales
Cost of sales comprises goods consumed for the financial year measured at cost, adjusted for usual inventory
write-downs.
Other external expenses
Other external expenses include expenses relating to the Entity’s ordinary activities, including costs of
premises, office expenses, promotion expenses, etc. This item also includes write-downs of receivables
recognised in current assets.
Staff costs
Staff costs comprise salaries and wages as well as social security contributions, pension contributions, etc for
the Entity’s staff.
TripleNine Group A/S
12
Accounting policies
Amortisation, depreciation and impairment losses
Amortisation, depreciation and impairment losses relating to property, plant and equipment as well as
intangible assets comprise amortisation, depreciation and impairment losses for the year, calculated on the
basis of the residual values or useful lives of the individual assets and impairment testing as well as gains and
losses from the sale of property, plant and equipment and intangible assets.
Other operating expenses
Other operating costs comprise costs of a secondary nature to the Entity’s primary activities.
Income from investments in group enterprises
Income from investments in group enterprises comprises the pro rata share of the individual group enterprise’s
profit/loss after full elimination of intra-group profits/losses.
Income from investments in associates
Income from investments in associates comprises the pro rata share of the individual associate’s profit or loss
after full elimination of intra-group profits/losses.
Other financial income
Other financial income comprises dividend etc received on other investments, interest income, including
interest income from receivables from subsidiaries, net capital gains on securities, payables and transactions in
foreign currencies, amortisation of financial income as well as tax relief under the Danish Tax Prepayment
Scheme etc.
Impairment of financial assets
Impairment of financial assets comprises impairment of financial assets which are not currently measured at
fair value.
Other financial expenses
Other financial expenses comprise interest expenses, including interest expenses attributable to payables to
group enterprises, net capital losses on securities, payables and foreign currency transactions, amortisation of
financial liabilities as well as tax surcharge under the Danish Tax Prepayment Scheme etc.
Taxation
Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the
income statement by the portion attributable to profit/loss for the year and recognised directly in equity by the
portion attributable to entries directly in equity.
TripleNine Group A/S
13
Accounting policies
The Parent is jointly taxed with all of its Danish subsidiaries. Current Danish income tax is allocated among
the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax
losses).
Balance sheet
Goodwill
Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained
by Management for each business area. The amortisation period is usually ten years, however, in certain cases
it may be up to 20 years for strategically acquired enterprises with a strong market position and a long-term
earnings profile if the longer amortisation period is considered to give a better reflection of the benefit from the
relevant resources.
Goodwill is written down to the lower of recoverable amount and carrying amount.
Intellectual property rights etc
Intellectual property rights etc comprise fishing licences and rights acquired.
The licences are amortised over their estimated useful lives during which the right to exercise the rights exists.
Intellectual property rights acquired are measured at cost less accumulated amortisation. Licences are
amortised over the term of the agreement, but over no more than 20 years.
Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount.
Property, plant and equipment
Land and buildings, plant and machinery as well as other fixtures and fittings, tools and equipment are
measured at cost less accumulated depreciation and impairment losses. Land is not depreciated.
Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the
asset until the time when it is ready to be put into operation. For self-constructed assets, cost comprises direct
and indirect costs of materials, components, sub-suppliers and labour costs.
The basis of depreciation is cost less estimated residual value after the end of useful life. Depreciation is
provided on a straight-line basis from the following assessment of the assets’ expected useful lives:
14
TripleNine Group A/S
Accounting policies
Buildings
Other fixtures and fittings, tools and equipment
25-50years
3-15years
Property, plant and equipment are written down to the lower of recoverable amount and carrying amount.
Investments in group enterprises
Investments in group enterprises are recognised and measured by the Parent according to the equity method.
This means that investments are measured at the pro rata share of the enterprises’ equity value calculated
applying the accounting policies of the Parent and the Group plus or minus unamortised positive or negative
goodwill and plus or minus unrealised intra-group profits or losses.
Group enterprises with a negative equity value are measured at DKK 0, and any receivables from these entities
are written down by the Parent’s share of such negative equity value if it is deemed irrecoverable. If the
negative equity value exceeds the amount receivable, the remaining amount is recognised under provisions if
the Parent has a legal or constructive obligation to cover the liabilities of the relevant group enterprise.
Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to Reserve
for net revaluation according to the equity method in equity.
Goodwill is calculated as the difference between cost of the investments and fair value of the assets and
liabilities acquired. Goodwill is amortised over its estimated useful life which is normally ten years, however,
in certain cases it may be up to 20 years for strategically acquired enterprises with a strong market position and
a long-term earnings profile if the longer amortisation period is considered to give a better reflection of the
benefit from the relevant resources.
Investments in group enterprises are written down to the lower of recoverable amount and carrying amount.
Investments in associates
Investments in associates are recognised and measured according to the equity method. This means that
investments are measured at the pro rata share of the enterprises’ equity value calculated applying the
accounting policies of the Parent and the Group plus or minus unamortised positive or negative goodwill and
plus or minus unrealised, pro rata intra-group profits or losses.
TripleNine Group A/S
15
Accounting policies
Associates with a negative equity value are measured at DKK 0, and any amount receivable from such entities
is written down by the Parent’s share of such negative equity value if it is deemed irrecoverable. If the negative
equity value exceeds the amount receivable, the remaining amount is recognised in provisions if the Parent has
a legal or constructive obligation to cover the liabilities of the relevant associate.
Upon distribution of profit or loss, net revaluation of investments in associates is taken to Reserve for net
revaluation according to the equity method in equity.
Goodwill is calculated as the difference between cost of the investments and fair value of the pro rata share of
assets and liabilities acquired. Goodwill is amortised over its estimated useful life which is normally ten years,
however, in certain cases it may be up to 20 years for strategically acquired enterprises with a strong market
position and a long-term earnings profile if the longer amortisation period is considered to give a better
reflection of the benefit from the relevant resources.
Investments in associates are written down to the lower of recoverable amount and carrying amount.
Receivables
Receivables are measured at amortised cost, usually equalling nominal value less write-downs for bad and
doubtful debts.
Other investments
Other investments comprise listed securities which are measured at fair value (market price) at the balance
sheet date.
Inventories
Inventories are measured at the lower of cost using the FIFO method and net realisable value.
Cost comprises acquisition price plus delivery costs. Cost of manufactured goods and work in progress
consists of costs of raw materials, consumables and direct labour costs and indirect production costs.
Indirect production costs comprise indirect materials and labour costs, costs of maintenance of and
depreciation and impairment losses on machinery, factory buildings and equipment used in the manufacturing
process as well as costs of factory administration and management. Finance costs are not included in cost.
TripleNine Group A/S
16
Accounting policies
The net realisable value of inventories is calculated as the estimated selling price less completion costs and
costs incurred to execute sale.
Prepayments
Prepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.
Cash
Cash comprises cash at bank and in hand.
Provisions for pension and similar obligations
Provisions for pension and similar obligations are measured at net realisable value equal to the present value of
expected payments by the individual pension plans etc.
Deferred tax
Deferred tax is recognised on all temporary differences between the carrying amount and the tax base of assets
and liabilities, for which the tax base of assets is calculated based on the planned use of each asset.
Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at their
estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets.
Deferred tax relating to retaxation of previously deducted losses in foreign subsidiaries is recognised on the
basis of an actual assessment of the purpose of each subsidiary.
Mortgage debt
At the time of borrowing, mortgage debt is measured at cost, which equals proceeds received less transaction
costs incurred. Mortgage debt is subsequently measured at amortised cost. This means that the difference
between the proceeds at the time of borrowing and the repayable nominal amount is recognised in the income
statement as a financial expense over the term of the loan applying the effective interest method.
Other financial liabilities
Other financial liabilities are measured at amortised cost
Cash flow statement
The cash flow statement shows cash flows from operating, investing and financing activities as well as cash
and cash equivalents at the beginning and end of the financial year.
17
TripleNine Group A/S
Accounting policies
Cash flows from operating activities are presented using the indirect method and are calculated as the
operating profit or loss adjusted for non-cash operating items, working capital changes and income taxes paid.
Cash flows from investing activities comprise payments relating to acquisition and divestment of enterprises
and activities, fixed asset investments and divestments as well as purchase, development, improvement and
sale, etc of intangible assets and property, plant and equipment, including acquisition of assets held under
finance leases.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital and
related costs as well as the raising of loans, inception of finance leases, instalments on interest-bearing debt,
purchase of treasury shares and payment of dividend.
Cash and cash equivalents include cash less short-term bank loans.
Financial highlights
Financial highlights are defined and calculated in accordance with "Recommendations & Financial Ratios
2010" issued by the Danish Society of Financial Analysts.
Ratios
Calculation formula
Gross margin (%)
=
Gross profit x 100
Revenue
Net margin (%)
=
Profit/loss for the year x 100
Revenue
Return on equity (%)
=
Profit/loss for the year
(excl minority interests) x 100
Average equity excl minority interests
Solvency ratio (%)
=
Equity excl minority interests x 100
Total assets
Ratios reflect
The entity’s operating gearing.
The entity’s operating
profitability.
The entity’s return on capital
invested in the entity by the
owners.
The entity’s financial strength.
18
TripleNine Group A/S
Consolidated income statement for 2013
Notes
Revenue
Other operating income
Cost of sales
Other external expenses
1
3
1,632,216
7,597
(1,290,145)
(213,203)
136,465
Gross profit
Staff costs
Amortisation, depreciation and impairment losses
Other operating expenses
2013
DKK’000
2
(109,700)
(34,098)
(8,466)
Operating loss
(15,799)
Income from investments in associates
Other financial income
Impairment loss on financial assets
Other financial expenses
(5,960)
5,193
(1,132)
(28,260)
4
5
Loss from ordinary activities before tax
Tax on loss from ordinary activities
Consolidated loss
Minority interests’ share of loss
Loss for the year
Proposed distribution of loss
Retained earnings
(45,958)
6
11,373
(34,585)
(5)
(34,590)
(34,590)
(34,590)
19
TripleNine Group A/S
Consolidated balance sheet at 31.12.2013
Licences acquired
Goodwill
Intangible assets
Notes
2013
DKK’000
7
9,755
1,641
11,396
8
89,744
191,221
1,870
282,835
9
71,354
6,275
30,254
107,883
Land and buildings
Other fixtures and fittings, tools and equipment
Property, plant and equipment under construction
Property, plant and equipment
Investments in associates
Other investments
Other receivables
Fixed asset investments
Fixed assets
402,114
Raw materials and consumables
Manufactured goods and goods for resale
Inventories
16,371
161,613
177,984
Trade receivables
Receivables from associates
Other receivables
Prepayments
Receivables
97,437
98,634
62,611
11,342
270,024
Cash
113,922
Current assets
561,930
Assets
964,044
12
20
TripleNine Group A/S
Consolidated balance sheet at 31.12.2013
Notes
2013
DKK’000
Contributed capital
Retained earnings
20,000
395,311
Equity
415,311
Minority interests
13
209
Provisions for pension and similar obligations
Deferred tax
14
15
1,194
15,065
16,259
Provisions
Mortgage debt
Bank loans
Other credit institutions
Other payables
Non-current liabilities other than provisions
Current portion of non-current liabilities other than provisions
Bank loans
Trade payables
Income tax payable
Other payables
Current liabilities other than provisions
16
16
12,353
328,066
21
12,225
352,665
17,399
82,215
52,678
79
27,229
179,600
Liabilities other than provisions
532,265
Equity and liabilities
964,044
Contingent liabilities
Assets charged and collateral
18
19
21
TripleNine Group A/S
Consolidated statement of changes in equity for 2013
Contributed
capital
DKK’000
Share
premium
DKK’000
Retained
earnings
DKK’000
Total
DKK’000
Equity, beginning of year
Transferred from share premium
Exchange adjustments
Other entries on shareholders’ equity
Loss for the year
20,000
0
0
0
0
446,784
(446,784)
0
0
0
0
446,784
(17,985)
1,102
(34,590)
466,784
0
(17,985)
1,102
(34,590)
Equity, end of year
20,000
0
395,311
415,311
22
TripleNine Group A/S
Consolidated cash flow statement for 2013
Operating loss
Amortisation, depreciation and impairment losses
Working capital changes
Notes
2013
DKK’000
17
(15,799)
35,185
417,443
Cash flows from ordinary operating activities
436,829
Financial income received
Financial expenses paid
Income taxes refunded/(paid)
7,447
(31,599)
(3,655)
Cash flows from operating activities
409,022
Acquisition etc of property, plant and equipment
Sale of property, plant and equipment
Fixed asset investments
Fixed asset divestments
Dividends received
Cash flows from investing activities
(28,070)
13,033
(6,409)
1,386
13,382
(6,678)
Loans raised
Repayment of loans etc
344,815
(67,025)
Incurrence of debt to group enterprises
Repayment of debt to group enterprises
Other cash flows from financing activities
Cash flows from financing activities
Increase/decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Cash and cash equivalents at end of year are composed of:
Cash
Short-term debt to banks
Cash and cash equivalents, end of year
18,261
(281,259)
1,246
16,038
418,382
(386,675)
31,707
113,922
(82,215)
31,707
23
TripleNine Group A/S
Notes to the consolidated financial statements
2013
DKK’000
1. Revenue
Domestic market
Exports
120,672
1,511,544
1,632,216
2013
DKK’000
2. Staff costs
Salaries and wages
Pension contributions
Other social security costs
Average number of full-time employees
95,835
5,959
7,906
109,700
256
Management
remuneration
2013
DKK’000
Total amount for management categories
3,560
3,560
2013
DKK’000
3. Fees to auditors appointed by the Annual General Meeting
Statutory audit
Tax advisory services
Non-audit services
265
238
1,844
2,347
These fees consist of fees to Deloitte, including all Danish subsidiaries.
2013
DKK’000
4. Other financial income
Other interest income
Financial income from associates
Other financial income
1,678
157
3,358
5,193
24
TripleNine Group A/S
Notes to the consolidated financial statements
2013
DKK’000
5. Other financial expenses
Other interest expenses
Exchange adjustments
Other financial expenses
5,361
2,743
20,156
28,260
2013
DKK’000
6. Tax on loss from ordinary activities
Current tax
Change in deferred tax
Adjustments for previous years
Effect of changed tax rates
3,642
(12,782)
5
(2,238)
(11,373)
Licences
acquired
DKK’000
Goodwill
DKK’000
54,776
5,099
0
59,875
28,358
2,638
1,045
32,041
Amortisation and impairment losses, beginning of year
Exchange adjustments
Amortisation for the year
(45,583)
(4,248)
(289)
(26,173)
(2,481)
(1,746)
Amortisation and impairment losses, end of year
(50,120)
(30,400)
9,755
1,641
7. Intangible assets
Cost, beginning of year
Exchange adjustments
Additions
Cost, end of year
Carrying amount, end of year
25
TripleNine Group A/S
Notes to the consolidated financial statements
Land and
buildings
DKK’000
Other
fixtures
etc
DKK’000
Property,
plant and
equipment
under construction
DKK’000
8. Property, plant and equipment
Cost, beginning of year
Exchange adjustments
Additions
Disposals
Cost, end of year
133,588
4,217
9,166
(15,063)
131,908
314,275
12,050
49,425
(8,424)
367,326
32,391
0
1,870
(32,391)
1,870
Depreciation and impairment losses, beginning of year
Exchange adjustments
Impairment losses for the year
Depreciation for the year
Reversal regarding disposals
Depreciation and impairment losses, end of year
(37,872)
(2,095)
0
(5,346)
3,149
(42,164)
(150,030)
(7,275)
(11,554)
(15,435)
8,189
(176,105)
0
0
0
0
0
0
89,744
191,221
1,870
Carrying amount, end of year
26
TripleNine Group A/S
Notes to the consolidated financial statements
Investments
in
associates
DKK’000
Other
investments
DKK’000
Other
receivables
DKK’000
9. Fixed asset investments
Cost, beginning of year
Exchange adjustments
Additions
Disposals
Cost, end of year
Revaluation, beginning of
year
Share of profit for the year
Dividend
Other adjustments
Revaluation, end of year
5,198
0
8,511
0
13,709
7,703
0
0
(1,386)
6,317
44,420
(2,551)
2,221
(1,792)
42,298
70,315
5,926
(13,382)
(3,530)
59,329
0
0
0
0
0
0
0
0
0
0
0
(8,355)
0
0
(10,650)
0
0
0
6,671
(1,684)
0
(42)
0
(42)
(1,394)
0
0
(12,044)
71,354
6,275
30,254
Impairment losses,
beginning of year
Share of loss for the year
Impairment losses for the
year
Fair value adjustments
Other adjustments
Impairment losses, end of year
Carrying amount, end of year
Registered office
Corporate
form
Esbjerg, Denmark
Ålesund, Norway
A/S
AS
Equity
interest
%
Equity
DKK’000
Profit/loss
DKK’000
100.0
100.0
183,011
233,106
(37,494)
3,675
10. Subsidiaries
TripleNine A/S
Vedde AS
27
TripleNine Group A/S
Notes to the consolidated financial statements
Equity
interest
%
Registered
office
11. Associates
Fiskeriselskabet 2bis ApS
Generationsskifteselskabet Thyborøn-Thorsminde A/S
Norsildmel AS
Fosnavaag Pelagic AS
Muelle Pesquera Maria Isabel Ltda.
Paraclete Fishing Propriety Limited
Esbjerg, DK
Thyborøn, DK
Bergen, N
Herøy, N
Chile
South Africa
33.3
24.7
50.0
30.0
32.0
25.0
12. Prepayments
Prepayments comprise prepaid expenses for 2014.
13. Minority interests
2013
DKK’000
Beginning of year
Share of profit for the year
204
5
209
14. Provisions for pension and similar obligations
This item covers sundry provisions of the Chilean companies.
15. Deferred tax
Deferred tax primarily relates to property, plant and equipment.
28
TripleNine Group A/S
Notes to the consolidated financial statements
Due
within 12
months
2013
DKK’000
Due
after 12
months
2013
DKK’000
650
16,749
0
0
12,353
328,066
21
12,225
17,399
352,665
16. Non-current liabilities other than provisions
Mortgage debt
Bank loans
Other credit institutions
Other payables
2013
DKK’000
17. Working capital changes
Increase/decrease in inventories
Increase/decrease in receivables
Increase/decrease in trade payables etc
280,951
(21,981)
158,473
417,443
18. Contingent liabilities
The Chilean subsidiaries are party to four lawsuits. The outcome of these lawsuits remains unknown, however,
they are not expected to inflict considerable losses on the Group.
Effective from 1 January 2013, new tax rules have been implemented in countries in which operations take
place through subsidiaries, which means that profits arising in such countries from indirect divestment may be
subject to taxation (change of control among owners). It is uncertain whether the formation of TripleNine
Group A/S will result in taxation because of the new rules. Should the foreign tax authorities consider taxation
to occur under the new rules, expectations are that such taxation will be eliminated by way of double taxation
treaties with the relevant countries. Should these expectations prove incorrect, taxes etc may have to be paid.
However, they are not estimated to be considerable in amount.
Tax on conversion of corporate form
One of the subsidiaries, TripleNine A/S, was originally a co-operative society (TripleNine Fish Protein
a.m.b.a.). Effective from the financial year 2007/08, this company is no longer subject to co-operative society
taxation, but to ordinary company taxation.
TripleNine Group A/S
29
Notes to the consolidated financial statements
At the time of transition to ordinary company taxation, the assets accumulated during the period of cooperation society taxation had been determined. These assets are taxed when the company makes distributions
or pays for the acquisition of its own share certificates. The tax rate is 50%.
The above assets which have been accumulated during the period of co-operation society tax have for
TripleNine Fish Protein a.m.b.a. been calculated at DKK 204,200k.
TripleNine Fish Protein A/S succeeded in TripleNine Fish Protein a.m.b.a.’s tax position as part of the
conversion into a limited liability company on 1 November 2012, and as part of the demerger of TripleNine
Fish Protein A/S on 1 January 2013 into
•
•
TripleNine A/S
Polar Omega Holding A/S
a binding ruling was obtained from SKAT (the Danish Tax Administration) concerning the accounting for the
tax on conversion of corporate form.
75% remains with TripleNine A/S whereas the balance 25% has been transferred to Plar Omega Holding A/S.
Consequently, TripleNine A/S’ share of the assets can be calculated at 75% of DKK 204,200k, equivalent to
DKK 153,150k, and the 50% tax charged thereon is DKK 76,575k.
The amount will be charged to equity of TripleNine A/S as and when the company makes distributions.
TripleNine A/S has entered into forward exchange contracts for currency hedging of future sales denominated
in JPY for a total of approx DKK 1,385k. Compared to the forward rate at the balance sheet date, the contracts
have a positive value of approx DKK 231k. The unrealised exchange adjustment has been added to equity.
TripleNine Group A/S
30
Notes to the consolidated financial statements
19. Assets charged and collateral
Effective from 13 December 2013, the Group’s loans and financial credit facilities form part of a group
funding arrangement, with the Parent, TripleNine Group A/S, being the contracting party with the bank.
At 31 December 2013, approx DKK 350m had been drawn on the credit facilities, and the following has been
provided as collateral to the Group’s bank:
•
A floating charge for DKK 360,000k on TripleNine A/S’ intangible assets, property, plant and
equipment, trade receivables and inventories (carrying amount of DKK 461,062k).
•
Mortgages registered to mortgagors for DKK 82,382k on the properties of TripleNine A/S (carrying
amount of DKK 55,613k).
•
Charge on ancillary operating equipment for NOK 60,000k on Vedde AS’ property, plant and
equipment (carrying amount of DKK 31,323k).
•
Charge for NOK 100,000k on Vedde AS’ inventories (carrying amount of DKK 26,421k).
•
•
Charge for NOK 50,000k on Vedde AS’ trade receivables (carrying amount of DKK 937k).
Shares held by TripleNine Group A/S in TripleNine A/S and Vedde AS (carrying amount of DKK
416,117k).
•
Shares held by Vedde AS in Lota Vedde DOS SA and Lota Protein SA.
TripleNine A/S has provided a guarantee for debts of the associate, Fiskeriselskabet 2bis ApS. At 31 October
2013, the total debts amount to DKK 31,860k.
A bond portfolio with a carrying amount of DKK 1,365k has been provided as security for debt under
employee bond schemes of TripleNine A/S.
A payment guarantee for NOK 3,500k has been issued to Norges Sildesalgslag.
31
TripleNine Group A/S
Parent income statement for 2013
Other external expenses
Notes
2013
DKK’000
2
(970)
Gross loss
Staff costs
(970)
1
Operating loss
Income from investments in group enterprises
Other financial income
Other financial expenses
(1,061)
3
4
Loss for the year
Proposed distribution of loss
Retained earnings
(33,819)
494
(431)
(34,817)
Loss from ordinary activities before tax
Tax on loss from ordinary activities
(91)
5
227
(34,590)
(34,590)
(34,590)
32
TripleNine Group A/S
Parent balance sheet at 31.12.2013
Notes
Investments in group enterprises
Fixed asset investments
2013
DKK’000
416,117
6
416,117
Fixed assets
416,117
Receivables from group enterprises
Deferred tax
Other receivables
Prepayments
Receivables
344,971
227
31
122
345,351
7
Current assets
345,351
Assets
761,468
33
TripleNine Group A/S
Parent balance sheet at 31.12.2013
Notes
2013
DKK’000
Contributed capital
Retained earnings
20,000
395,311
Equity
415,311
Bank loans
Non-current liabilities other than provisions
328,066
328,066
Current portion of non-current liabilities other than provisions
Bank loans
Trade payables
Other payables
Current liabilities other than provisions
8
8
16,749
110
89
1,143
18,091
Liabilities other than provisions
346,157
Equity and liabilities
761,468
Contingent liabilities
Assets charged and collateral
Ownership
9
10
11
34
TripleNine Group A/S
Parent statement of changes in equity for 2013
Contributed
capital
DKK’000
Share
premium
DKK’000
Retained
earnings
DKK’000
Total
DKK’000
Equity, beginning of year
Transferred from share premium
Exchange adjustments
Other entries on shareholders’ equity
Loss for the year
20,000
0
0
0
0
446,784
(446,784)
0
0
0
0
446,784
(17,985)
1,102
(34,590)
466,784
0
(17,985)
1,102
(34,590)
Equity, end of year
20,000
0
395,311
415,311
35
TripleNine Group A/S
Notes to the parent financial statements
2013
DKK’000
1. Staff costs
Salaries and wages
Average number of full-time employees
91
91
0
Management
remuneration
2013
DKK’000
Board of Directors
91
91
2013
DKK’000
2. Fees to auditors appointed by the Annual General Meeting
Statutory audit
Non-audit services
40
113
153
2013
DKK’000
3. Other financial income
Financial income from group enterprises
Other financial income
459
35
494
2013
DKK’000
4. Other financial expenses
Financial expenses from group enterprises
Other interest expenses
22
409
431
36
TripleNine Group A/S
Notes to the parent financial statements
2013
DKK’000
5. Tax on loss from ordinary activities
Change in deferred tax
Effect of changed tax rates
(258)
31
(227)
Investments
in group
enterprises
DKK’000
6. Fixed asset investments
Cost, beginning of year
Cost, end of year
466,784
466,784
Exchange adjustments
Equity adjustments
Share of loss for the year
Other adjustments
Impairment losses, end of year
(17,950)
1,102
(30,289)
(3,530)
(50,667)
Carrying amount, end of year
416,117
7. Prepayments
Prepayments comprise prepaid expenses for 2014.
Due
within 12
months�m
2013
DKK’000
Due
after 12
months
2013
DKK’000
8. Non-current liabilities other than provisions
Bank loans
16,749
16,749
328,066
328,066
9. Contingent liabilities
The Entity serves as an administration company in a Danish joint taxation arrangement. According to the joint
taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable from the financial year
2013 for income taxes etc for the jointly taxed entities and from 1 July 2012 for obligations, if any, relating to
the withholding of tax on interest, royalties and dividends for the jointly taxed entities.
TripleNine Group A/S
37
Notes to the parent financial statements
Effective from 1 January 2013, new tax rules have been implemented in countries in which operations take
place through subsidiaries, which means that profits arising in such countries from indirect divestment may be
subject to taxation (change of control among owners). It is uncertain whether the formation of TripleNine
Group A/S will result in taxation because of the new rules.
Should the foreign tax authorities consider taxation to occur under the new rules, expectations are that such
taxation will be eliminated by way of double taxation treaties with the relevant countries. Should these
expectations prove incorrect, taxes etc may have to be paid. However, they are not estimated to be
considerable in amount.
10. Assets charged and collateral
Effective from 13 December 2013, the Group’s loans and financial credits form part of a group funding
arrangement, with the Parent, TripleNine Group A/S, being the contracting party with the bank.
At 31 December 2013, approx DKK 350m had been drawn on the credit facilities, and the following has been
provided as collateral to the Group’s bank:
•
A floating charge for DKK 360,000k on TripleNine A/S’ intangible assets, property, plant and
equipment, trade receivables and inventories (carrying amount of DKK 461,062k).
•
Mortgages registered to mortgagors for DKK 82,382k on the properties of TripleNine A/S (carrying
amount of DKK 55,613k).
•
Charge on ancillary operating equipment for NOK 60,000k on Vedde AS’ property, plant and
equipment (carrying amount of DKK 31,323k).
•
Charge for NOK 100,000k on Vedde AS’ inventories (carrying amount of DKK 26,421k).
•
•
Charge for NOK 50,000k on Vedde AS’ trade receivables (carrying amount of DKK 937k).
Shares held by TripleNine Group A/S in TripleNine A/S and Vedde AS (carrying amount of DKK
416,117k).
•
Shares held by Vedde AS in Lota Vedde DOS SA and Lota Protein SA.
A payment guarantee for NOK 3,500k has been issued to Norges Sildesalgslag.
11. Ownership
The Entity has registered the following shareholders as holding more than 5% of the voting share rights or
more than 5% of the nominal value of contributed capital:
Triple Fish Holding A/S, Læssevejen 20, 6700 Esbjerg, Denmark
Koppernæs AS, Breivika Industrivej 4, Ålesund, Norway.