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Bakkavör Group


Bakkavör Group<br />

Business Idea<br />

Bakkavör is an integrated food<br />

production company, specialising in<br />

chilled prepared convenience food.<br />

2<br />

Mission<br />

Bakkavör’s mission is to become an<br />

international leader in the production, sale<br />

and distribution of fresh and chilled food<br />

products under its own brand names or<br />

under the retail chains’ own labels.<br />

Bakkvör intends to grow substantially<br />

through organic growth and strategic<br />

acquisitions. The cornerstone of operations<br />

is customer relations with the major<br />

European supermarket chains. These relations<br />

are maintained through close co-operation on<br />

distribution, new product development and<br />

support for their own label strategies.


General Strategy<br />

The Group<br />

Our focus is on the chilled prepared<br />

food market, one of the fastest growing<br />

sectors of the food industry in Europe.<br />

We aim to create an influential group<br />

of independent companies in different<br />

regional markets, maximising synergy<br />

effects in key areas and thereby creating<br />

competitive advantages.<br />

We will provide quality service to<br />

customers in all their regional markets<br />

by offering a broad but specialised<br />

product range, constant new product<br />

development, guaranteed quality and<br />

efficient distribution at competitive<br />

prices.<br />

Bakkavör Group was founded in 1986<br />

in Iceland by two brothers, Ágúst and<br />

L‡dur Gudmundsson. Today, the Group<br />

comprises a parent company and eight<br />

subsidiaries in Europe, together with<br />

an associated company in Chile.<br />

The core of the Group’s operation is its<br />

production and sales enterprises which<br />

are located in four European countries,<br />

the United Kingdom, Iceland, France<br />

and Sweden. Bakkavör also owns<br />

a 42% stake in a company in Chile<br />

operating a production plant and a<br />

fishing fleet. In addition the Group has<br />

sales offices in Germany, Finland and<br />

Denmark. Each of these subsidiaries is<br />

operated as an independent company.<br />

The principal customers of the Group<br />

are the major retail chains of Europe.<br />

The Group’s business relations are<br />

based on the combination of service,<br />

quality, innovation and value that we<br />

offer.<br />

Bakkavör makes hundreds of different<br />

products. Most of them are freshly<br />

prepared every day, and will typically<br />

be eaten within days of leaving us.<br />

3


Our Products<br />

We define all our products as chilled<br />

prepared convenience foods. We divide our<br />

range of products into five categories: ready<br />

meals, meal accompaniments, ethnic snacks,<br />

dips, dressings and spreads, and other chilled<br />

prepared foods. We produce under the retail<br />

chains’ own labels but we also build on our<br />

own brands where applicable.<br />

Chilled Ready Meals<br />

4<br />

A complete meal which can be heated up<br />

and does not require an accompaniment, e.g.<br />

Moussaka, chicken and chips, and Filo pastry<br />

meals. Many of the ready meals derive from<br />

ethnic and foreign cuisines, such as Chinese,<br />

Tex-Mex, Indian dishes and traditional UK and<br />

Mediterranean foods.<br />

Chilled Meal Accompaniments<br />

This comprises foods that are combined with meal<br />

centres to create a full meal e.g. side dishes of<br />

rice, baked potatoes, mashed potatoes and other<br />

vegetable accompaniments, such as cauliflower<br />

cheese.<br />

Chilled Ethnic Snacks<br />

This includes chilled snacks, small meals between<br />

complete meals and accompaniments to other<br />

foods, such as bhajis, samosas, pakoras and<br />

Chinese snacks/accompaniments such as spring<br />

rolls, dim sum, prawn on toast, etc.<br />

Chilled Dips,Dressings<br />

and Spreads<br />

This category includes Mediterranean dips like<br />

houmous, tzatziki, taramosalata, France tarama,<br />

Scandinavian cod roe spreads in tubes and<br />

variety of salad dressings.<br />

Other Chilled<br />

Prepared Foods<br />

This consists mostly of chilled seafood such<br />

as caviar varieties, marinated herring, smoked<br />

salmon and shellfish, anchovies and the<br />

Swedish national cuisine “Lutfisk”. These<br />

products do not require cooking or heating<br />

before eating, with the exception of “Lutfisk”.


Board Agenda<br />

The Board of Directors of the Bakkavör<br />

Group has defined five areas which<br />

are closely monitored. These areas give<br />

an indication of the direction and the<br />

priorities of the Group. They are:<br />

6<br />

Growth<br />

The Group has been characterised by<br />

substantial growth in recent years, and<br />

this trend will continue. It is important to<br />

maintain productivity levels, secure access<br />

to raw materials and adequate production<br />

capacity.<br />

Customers<br />

The Group has few but important customers.<br />

Our products are manufactured under the<br />

names of these customers and we work<br />

closely with them. It is therefore extremely<br />

important to maintain our services to them<br />

at the highest possible level of quality.<br />

New Product Development<br />

We attach great importance to new product development,<br />

which enables us to offer a wide range of products and<br />

a steady flow of new products for consumers who are<br />

constantly demanding improved quality, variety and<br />

convenience.<br />

Safety<br />

Every day, vast numbers of people consume our products.<br />

The safety of our products for consumers is therefore of<br />

critical importance.<br />

Shareholder Value<br />

The principal goal of Bakkavör is to ensure good returns<br />

to shareholders. The key to attaining this goal is a clear<br />

vision and talented management.


8<br />

An Excellent Year of High Organic Growth<br />

Chairman’s & Managing Director’s Address


2002 proved to be an excellent year for Bakkavör Group.<br />

We made a record profit from activities in seven countries<br />

and our share price increased by more than 60%, reflecting<br />

the Group’s strong operations. The year was characterised<br />

by internal growth, the building of a new factory in London<br />

and further consolidation within the Group.<br />

This Year’s Results<br />

Bakkavör returned a pre-tax profit for 2002 of £15.4 million,<br />

an increase of 332% between years. The Group’s EBITDA<br />

was £22.8 million. Return on equity was 21% and the total<br />

turnover of the Group amounted to £133.7 million which is an<br />

increase of 226% from last year.<br />

We achieved an internal growth rate of 21% in 2002. For<br />

the first time in five years Bakkavör was not involved in the<br />

acquisition of any other companies. Nevertheless the Group<br />

achieved its stated targets on growth.<br />

Chilled Prepared Convenience Foods<br />

Our operations are based on producing chilled prepared<br />

convenience foods, which we mostly sell to retailers. We<br />

divide our products into five categories: ready meals, ethnic<br />

snacks, meal accompaniments, dips, dressings and spreads,<br />

and other chilled prepared foods. We have operations in<br />

seven countries, located in three main areas: the UK, the<br />

Nordic Region and Continental Europe.<br />

Our largest facilities are in the UK. Sales of chilled prepared<br />

convenience foods are far more developed in the UK than<br />

in any other European country. We operate in the fastest<br />

growing sector of the UK food market and this growth is set<br />

to continue. In 2002 our organic growth in sales in the UK<br />

was 21%, which was in line with our plans. The growth in<br />

this section of the UK food market in 2002 is estimated to<br />

be 15%.<br />

There are a number of interrelated factors contributing to<br />

the rapid growth in sales of chilled prepared convenience<br />

foods in the UK and Europe. These include: increased buying<br />

power, consumer demands for increasingly fresh and more<br />

varied products, less interest in cooking, the need to save<br />

time and changing family lifestyles where there are fewer<br />

people in each home. These factors are unlikely to change<br />

over the coming years and it confirms that there is still<br />

enormous growth potential for us on this market.<br />

In the Nordic Region we have production facilities in<br />

Sweden and Iceland and sales offices in Finland and<br />

Denmark. Our activities in the Nordic Region showed<br />

an internal growth rate of 23%. This was in line with<br />

our plans and confirms that we have been increasing<br />

our market share significantly.<br />

Our operations in Continental Europe consist of<br />

production facilities in France and a sales office in<br />

Germany. We also have an associated company in<br />

Chile that operates a production plant and a fishing<br />

fleet. It co-operates closely with Bakkavör France.<br />

Bakkavör Group operated sales and distribution<br />

activities in Poland for almost three years. However,<br />

the operations of our subsidiary, Bakkavör Polska,<br />

have now been ceased. This decision was a result<br />

of the extremely difficult situation in the Polish food<br />

market and the fact that the nature of operations<br />

was no longer compatible with the Group’s strategy.<br />

We have now written off our assets in Poland but<br />

still gained the experience of operating on the Polish<br />

market, which will undoubtedly prove beneficial to<br />

the Group in the future.<br />

In contrast with our operations in Poland, we had<br />

a satisfactory year in France, where sales increased<br />

by over 19%. Our factory in France was expanded in<br />

size by one third and there are plans to double its<br />

size within the next two years.<br />

Our Customers<br />

Bakkavör primarily manufactures under the brand<br />

names of retail chains, as is the case with most<br />

other companies in our line of work. As a result,<br />

we concentrate on a small number of major<br />

customers. Our products carry the names of these<br />

9


10<br />

customers and our work involves close<br />

co-operation with them. It is extremely<br />

important to us that relations with our<br />

customers and all services are of the<br />

highest achievable quality.<br />

As a result of consolidation on the<br />

market there are fewer retail chains<br />

than ever before but the remaining<br />

market players have increased in size.<br />

Although this trend can entail risks<br />

for companies like Bakkavör, it can<br />

also create opportunities. We have<br />

already established operations in seven<br />

European countries, where we pursue a<br />

strategy of catering to local tastes and<br />

needs. This places us in an excellent<br />

position to draw on our core expertise:<br />

adaptability to local markets and close<br />

customer relationships with international<br />

retail chains. This helps to establish<br />

stronger footholds and to gain entry into<br />

new and emerging markets.<br />

New Factory<br />

Our main investment this year was the<br />

building of a new 80,000 sq. feet (7,500<br />

sq. metres) factory in London. The factory<br />

commenced operations on 17 October<br />

2002, having taken six months to build,<br />

and was formally opened by the Prime<br />

Minister of Iceland, Davíd Oddsson. We<br />

have invested a total of £13 million in<br />

the new factory. It will increase the<br />

Group’s production capacity by 30%. It<br />

will furthermore relieve the strain on the<br />

Group’s existing factories which had been<br />

operating at more than full capacity for<br />

some time. This represents our largest<br />

investment to date. Operations have<br />

progressed well since the factory<br />

was opened and it is expected to be<br />

running at a profit<br />

in 2003.<br />

Innovation and Product<br />

Development<br />

Great importance is attached to product<br />

development and innovation, which is<br />

mostly conducted in close co-operation<br />

with our main customers. Last year<br />

we developed over 250 new varieties<br />

of products across the Group. It is<br />

extremely important for us to be at<br />

the forefront in product development<br />

in order to provide better service to<br />

our customers. Consumers expect new<br />

products and new varieties on a regular<br />

basis. There are now almost 30 people<br />

working on product development in<br />

the Group, and our strategy is to keep<br />

this aspect of our work localised by<br />

closely monitoring local market tastes<br />

and customer response.<br />

Quality and<br />

Food Safety<br />

Product quality and safety are<br />

of paramount importance in the<br />

operation of a food manufacturing<br />

company like Bakkavör. In order<br />

to guarantee the safety of our<br />

products, we employ stringent<br />

quality systems.<br />

The food industry imposes particularly<br />

strict quality requirements, which<br />

Bakkavör meets in every respect. It is of<br />

the utmost importance for us to be able,<br />

at all times, to offer safe, high-quality<br />

products, made from the best available<br />

raw materials.<br />

Our People<br />

The strong performance of Bakkavör, and<br />

its substantial growth in recent years,<br />

is largely due to the excellence of our<br />

employees and on behalf of the Board<br />

of Directors we would like to thank them<br />

for their important contribution to the<br />

Group’s operations.<br />

Bakkavör currently employs 2,230<br />

people. Since Bakkavör was listed on the<br />

Iceland Stock Exchange in 2000, most of<br />

the key employees and the management<br />

have become shareholders.<br />

Dividends<br />

The Board of Directors of Bakkavör<br />

Group recommends that no dividends be<br />

paid out for the year 2002. This decision<br />

is based on the fact that the Group<br />

has made large investments in the new<br />

factory in London and has made it a<br />

priority to pay down the Group’s loans.<br />

However, this does not change our longterm<br />

goal of paying out dividends to our<br />

shareholders.


11<br />

Shareholders<br />

One of our main goals is to maximise shareholders value.<br />

The Group’s stock price was up 60.3% during the year and<br />

was one of the major gainers on the Iceland Stock Exchange<br />

in 2002. Bakkavör is on the main list of the Iceland Stock<br />

Exchange and the ICEX 15 gained approximately 16.7%.<br />

Bakkavör was also among the most traded companies on<br />

the Iceland Stock Exchange in 2002 which is pleasing in light<br />

of the fact that the Group did not trade in its own shares.<br />

Overall, we are very satisfied with the results during 2002 for<br />

our shareholders.<br />

At the end of 2002 the Group had 3963 shareholders. A<br />

total of 48% of the shares in the Group are now held by<br />

directors and key employees, including the 29% held by us,<br />

the founding brothers of Bakkavör. About 27% of the Group’s<br />

stock is held by investors outside Iceland.<br />

Synergy<br />

Bakkavör has expanded rapidly in recent years, creating major<br />

potential for synergy through enlargement of scale. We place<br />

utmost importance on this synergy work, which is sought<br />

through clearly defined joint strategic planning, conducted via<br />

the boards of directors of the different companies. This has<br />

resulted in the Group attaining greater operational synergy<br />

in 2002, mainly in production, purchasing raw materials,<br />

inventory control and packaging.<br />

Prospects<br />

In recent years Bakkavör has undergone rapid<br />

expansion by means of takeovers and organic<br />

growth, without this having a detrimental<br />

effect on the Group’s profitability. Our future<br />

objectives remain as clear as ever. We aim<br />

to grow by 20-30% per year and increase<br />

profitability. We intend to grow both through<br />

organic growth and acquisitions. Our policy is to<br />

consider any potential acquisition opportunity<br />

within the sector. We are currently investigating<br />

the possibilities of a collaboration with our<br />

customers in the production of ready meals<br />

outside the UK. We aim to be at the forefront of<br />

chilled prepared convenience foods on selected<br />

markets in Europe and to take advantage of our<br />

broad experience in this field.<br />

The prospects for Bakkavör are good. Our key<br />

markets will be characterized by continued<br />

growth. Operations have begun well during the<br />

first few weeks of 2003 and the Group is well<br />

prepared for the challenges which lie ahead.<br />

In 2002 Bakkavör opened a new financial office in<br />

Copenhagen, Denmark. It acts as an internal bank and is<br />

responsible for internal audit and treasury. The financial office<br />

has proven most efficient and has helped to reduce<br />

the Group’s financial expenses considerably.<br />

Ágúst Gudmundsson, Chairman &<br />

L‡dur Gudmundsson, Managing Director


Market Report<br />

The purpose of this section is to describe briefly Bakkavör Group’s main<br />

markets, and their structure. The section will also explore the substantial<br />

growth of these markets and look at some of the drivers of growth.<br />

12<br />

Bakkavör divides its market into three regional markets the<br />

UK, the Nordic Region (Sweden, Finland, Denmark, Norway<br />

and Iceland), and Continental Europe. The Company generates<br />

over 99% of all its sales in these three regional markets.<br />

Sales outside these three markets are marginal and include<br />

North America and Oceania.<br />

Information about the chilled prepared food markets in which<br />

Bakkavör operates varies between countries and regions. The<br />

UK market, the most important market for Bakkavör, is the<br />

most advanced one in Europe and therefore it is the main<br />

focus of this market report. There is also a short section<br />

regarding the Nordic market.<br />

Description of the UK Market<br />

Bakkavör operates in two distinct sectors of the UK<br />

Chilled prepared foods market. One is the Chilled Ready<br />

meals sector, which also includes ethnic snacks and meal<br />

accompaniments, and the second is the Dips and other cold<br />

eating products. Both areas have seen substantial growth<br />

over the past few years and are continuing to grow at a<br />

faster rate than the majority of the food market.<br />

Chilled Ready Meals<br />

Continuous Growth<br />

The market for chilled ready meals was estimated at £1,121 million<br />

in 2002 - up 108% in relation to 1997. An annual growth rate of<br />

about 15% is expected over the next five years. In contrast to the<br />

frozen meals market, the ready meals sector in the UK is almost<br />

totally dominated by retailers’ own labels. There are very few<br />

brands in the market and their size is negligible. Market growth<br />

over the past six years is illustrated below.<br />

Market Drivers<br />

Ready meals represent the ultimate convenience food, requiring<br />

no preparation, and delivering a full meal once heated. The trend<br />

towards purchasing more easily prepared meal solutions has<br />

been a major driver in this market. Growing levels of consumer<br />

disposable income have enabled shoppers to pay for reduced<br />

cooking and preparation times at home. Spending levels have<br />

also been boosted by better segmentation of the market. Cookery<br />

and travel media encourage consumers to be more sophisticated<br />

in their food knowledge and choices. A wider range of cuisines is<br />

now on offer, not only on the basis of country, but also by region.<br />

Market Market Segmentation by by Origin Origin<br />

Traditional British 22%<br />

Others 9%<br />

Indian 25%<br />

Tex - Mex 4%<br />

Italian 23% Chinese / Oriental 17%<br />

Sales of ready meals have also been encouraged by demographic<br />

changes in the UK population. The growth in single- and twoperson<br />

households, as well as staggered mealtimes in larger<br />

households, has boosted solo- and dual-eating occasions for<br />

which ready meals are well suited. However, the family market is<br />

also being developed with larger serving portions. Ready meals<br />

are challenging not only cooking from scratch but also takeaway<br />

and restaurant sales, through the introduction of more ‘mix<br />

and match’ meal components and premium-quality food. Three<br />

quarters of British housewives use ready meals, up from 58%<br />

in 1997 and 20% serve ready meals more than once a week.<br />

Current trends favour further growth in the ready meals<br />

market. The erosion of cooking skills among the population,<br />

as well as the establishment of “time poor, money rich”<br />

consumers will continue to drive sales.


Growth Categories Categories<br />

Over 8% per year<br />

Over 4%<br />

Under 4%<br />

Ready meals<br />

Meal accompaniments<br />

Ethnic snacks<br />

Dips and dressings<br />

Cheese snacks<br />

Sauces<br />

Soup<br />

Pasta<br />

Sandwiches (in retailers)<br />

Non-dairy desserts<br />

Quiches<br />

Dressed salads<br />

Dairy salads<br />

Pre- packed pizzas<br />

Pies, pasties<br />

13<br />

Chilled Ready Meals<br />

Retail Chilled Ready Sales Meals (£M) Retail Sales (£M)<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

0<br />

1998 1999 2000 2001 2002<br />

Chilled Ready Meals Market<br />

Chilled Ready Meal Market<br />

Growth Growth Forecast Forecast(£M)<br />

1800<br />

1600<br />

1400<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

0<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006


14<br />

Market Segmentation<br />

Ethnic meals (Indian/ Chinese/ Oriental), led<br />

by Indian, have shown strong growth, with<br />

consumers demanding more variety and more<br />

authentic dishes. Ethnic meals reached a value<br />

of £394 million in 2001, equivalent to 41%<br />

of the total market. Indian meals accounted<br />

for 25% of total sales, which is more than<br />

traditional British meals. Other key areas in the<br />

market are Italian, American/Mexican, Modern<br />

European and Vegetable Accompaniments.<br />

The Future<br />

Consumer demand for convenience, speed<br />

and ease of preparation is the major driver<br />

behind the ready meals market. The number<br />

of working women with less time to cook<br />

from scratch is expected to rise and so is the<br />

number of single households. Penetration<br />

levels are also very high in larger households.<br />

This relentless trend virtually guarantees the<br />

continued popularity of ready meals.<br />

British food retailers perceive chilled<br />

convenience foods as a major route by which<br />

they can achieve growth. They are making<br />

more chilled space available for their ranges<br />

and they are devoting more resources and<br />

investment in driving the market.<br />

Dips) accounting for £67 million and Greek/<br />

Mediterranean dips for £45 million.<br />

Dips are popular for informal eating occasions,<br />

parties, snacking as well as forming part of<br />

main meals as side of plate accompaniments.<br />

Sales are particularly buoyant during the<br />

summer barbeque season as well as at<br />

Christmas.<br />

Bakkavör Group is the market leader in Greek/<br />

Mediterranean dips. The company supplies six<br />

major UK multiples with own-label dips in single<br />

units and selection packs. The core business in<br />

this sector consists of Houmous, Taramosalata<br />

and Tzatziki. Other products in the range are<br />

Feta cheese dip, Aubergine dip and other<br />

vegetable based products.<br />

The market has moved forward and new<br />

opportunities were created with the launch of<br />

reduced fat products and organic versions.<br />

Houmous with added ingredients like roasted<br />

peppers, olives, chilli and lemon zest has<br />

proved to be a way forward in enlarging the<br />

offer and maintaining interest in the range.<br />

Taramosalata with added smoked salmon and<br />

higher fish content was received well and<br />

gained a loyal following.<br />

Mintel forecasts the market for chilled ready<br />

meals to be worth £1.7 billion by 2006. This<br />

forecast is illustrated below.<br />

Even though dips are by definition nonessential<br />

foods, the market in 2002 has<br />

grown by 57% in relation to 1996.<br />

Chilled Dips<br />

Chilled dips dominate the dips market<br />

accounting for 87% of total dip sales. The<br />

UK market for chilled ready to eat dips is<br />

estimated at £112 million. These are divided<br />

into two segments. Dairy based dips (Savoury<br />

Market Drivers<br />

Due to their nature of not being essential<br />

food but additional extras, dips tend<br />

to be consumed mostly by the more<br />

affluent sectors of the population. They,<br />

together with other appetisers are a


popular choice for entertaining at home. This is<br />

reflected over the Christmas period, which generates<br />

a disproportionate amount of sales. During the<br />

summer months sales peak again, in line with<br />

increased home entertaining (Summer barbeques).<br />

Dips are also suitable for snacking as they are ready<br />

to eat straight out of the fridge. Snacking is on the<br />

up in the UK. Consumer research has found that a<br />

third of adults have at least two snacks a day, and<br />

a further third have one snack a day. Dips are good<br />

accompaniments to readily available snack foods like<br />

crisps, tortilla chips and breadsticks.<br />

15<br />

Dips can also play a part in a sit down main meal.<br />

Snack-style meals like Greek Meze, Spanish Tapas<br />

and Italian Antipasti have grown popular in recent<br />

years in the UK. This is the result of the millions of<br />

people having their holidays in such countries and<br />

becoming exposed to such meals. Dips accompanied<br />

with olives and antipasti, render themselves<br />

perfectly for such light meal occasions.<br />

The Future<br />

The rate of growth of the chilled dips market is<br />

expected to continue with sales reaching £170<br />

million by 2005. This is attributed mainly to the fact<br />

that dips are an ideal companion to current informal<br />

eating habits.<br />

Dips Sales Growth (£M)<br />

Dips Sales Growth (£M)<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

1996 1998 2000 2002


16<br />

Retail Market<br />

Retailers have been dominant players in<br />

many segments of the chilled prepared food<br />

market in the UK, and are almost exclusive<br />

players in the case of Bakkavör’s products.<br />

The industry structure and trends are<br />

therefore of great importance to the Group.<br />

Both the UK and European retail markets<br />

are characterised by a decreasing number<br />

of larger chains, a trend which is likely to<br />

continue. At the same time the retail chains<br />

are becoming increasingly international.<br />

Concentration in the industry is justified by<br />

the need to develop economies of scale in<br />

purchasing and other operations, a decisive<br />

factor in future competitiveness.<br />

The main explanation for this consolidation<br />

of food retail chains is that further growth is<br />

limited in their local markets. This is possibly<br />

a result of fierce competition and/or because<br />

planning regulations prevent retail chains<br />

from increasing their number of outlets,<br />

a common occurrence in Western Europe.<br />

European Retail Concentration<br />

European Retail Concentration<br />

40%<br />

35%<br />

30%<br />

25%<br />

20%<br />

15%<br />

10%<br />

5%<br />

0%<br />

25.4%<br />

15.8% 40.0%<br />

1991 1994 1998<br />

2002<br />

Five largest European retail chains: market<br />

share 1991-2002, with projection for 2005<br />

2005<br />

Size is becoming increasingly important<br />

in purchasing, and in order to expand,<br />

retailer chains have to look across borders.<br />

Consolidation in the industry also calls for a<br />

change in the way purchasing is organised,<br />

and most market participants have set up<br />

purchasing entities, either in co-operation<br />

with other retail chains or on their own. This<br />

has led to new supplier business models<br />

and strategies such as local taste, service<br />

and market requirement. In order to remain<br />

competitive, the suppliers must offer new<br />

products, competitive prices, reliable service<br />

and consistent quality.<br />

Description of the Nordic<br />

Market<br />

Bakkavör’s products in the Nordic Region fall<br />

mostly under the category of “other chilled<br />

prepared foods.” This chiefly consists of<br />

chilled seafood products, such as cod roe<br />

spreads, lumpfish caviar, marinated herring<br />

in different varieties and “Lutfisk”.<br />

The Nordic retail industry is extremely<br />

concentrated. It is dominated by three large<br />

retail companies on each domestic market.<br />

The retailers on each home market are often<br />

connected to other retailers in other Nordic<br />

countries. As a result of these connections<br />

the Nordic market roughly consists of three<br />

large players. The players are represented<br />

on the market through ownership or cooperation.<br />

These three players control<br />

approximately 90% of the pure daily retail<br />

business (all retail business except petrol<br />

stations and similar shops in the Nordic<br />

Region). The charts below show the current<br />

situation on the Nordic market, including the<br />

estimated market value.


Sweden<br />

The situation will probably change in the<br />

future, but it is likely that the existing three<br />

large players will have the most important<br />

influence on the Nordic market, although<br />

we can expect new retailers to enter the<br />

market. One new retailer, which has started<br />

up operations in Finland and Sweden, is the<br />

German discount chain Lidl and operations<br />

within the discount area will probable<br />

increase in the future.<br />

Sweden is Bakkavör’s largest market in the<br />

Nordic Region. The compounded annual<br />

growth is estimated at approximately 5%<br />

since 1995 and this is not expected to change<br />

in the near future. In recent years Bakkavör’s<br />

sales have increased more rapidly than the<br />

Swedish market. Since 1997 Bakkavör’s sales<br />

of caviar from lumpfish has increased tenfold<br />

while the market has grown by only 30%.<br />

Sales of Cod roe spreads have grown by 47%<br />

whilst the market has grown 14%. Sales of<br />

marinated herring in jars have grown at a<br />

similar rate to the market, or 20% during the<br />

last five years.<br />

ICA 43%<br />

Finland<br />

Inex 43%<br />

Denmark<br />

Axfood 23%<br />

Coop Sweden 22%<br />

Bergendahls 2%<br />

Others 10%<br />

Kesko 36%<br />

Tuko/Spar 9%<br />

Others incl. Wihuri 12%<br />

Dansk Supermarked 27%<br />

Supergros 20%<br />

17<br />

Coop Denmark 37%<br />

Edeka Denmark 4%<br />

Aldi 4%<br />

The Nordic Retail Market<br />

The Nordic Retail Market<br />

Norway<br />

Others 8%<br />

Norway 23%<br />

Norgesgruppen 27%<br />

Sweden 37%<br />

ICA, Hakon, Rimi 22%<br />

Denmark 16%<br />

Coop Norway 20%<br />

Others 20%<br />

Finland 24%<br />

Rema 1000 11%


18<br />

It is estimated that<br />

the value of the section of the Swedish market in<br />

which Bakkavör operates, is approximately EUR<br />

130 million, or c. 1% of the total food market<br />

in Sweden. Bakkavör is a key supplier to all<br />

relevant segments of the Swedish market and is<br />

the second largest operator in this market, with a<br />

market share of approximately 25%.<br />

Swedish food sales totalled approximately EUR<br />

16.8 billion in 2001, having increased by 4%<br />

from 2000, with only three groups, ICA, Coop<br />

and Axfood, dominating the market with a total<br />

share of 88.3%. Concentration is also high on<br />

the supply side in Sweden, even by European<br />

standards. The 20 largest food manufacturers<br />

have a total turnover of EUR 12.9 billion.<br />

Consequently, yearly range reviews between<br />

both parties are more likely to be aimed at coexistence,<br />

with neither side in a position where<br />

it can afford to delist the other side for too long.<br />

Retailers’ own brands, with a market share of<br />

close to 9% of the total food retail market, play<br />

a relatively modest role in Sweden. However,<br />

in recent years most retailers in Sweden have<br />

increasingly focused on the development of<br />

their own brands and this has resulted in a<br />

substantial increase in sales of these products.<br />

When retailers select producers to manufacture<br />

goods under their own brands they are discerning<br />

and producers need to meet strict requirements.<br />

Bakkavör’s contacts with supermarket chains<br />

and the Group’s experience in producing goods<br />

under the retailers’ own labels has proven most<br />

beneficial in this respect.


Progress Report<br />

20<br />

Bakkavör Group’s profits before taxes for<br />

2002 amounted to £15.4 million, which<br />

represents an increase of 332% in profits<br />

from 2001, when earnings before taxes<br />

came to £3.6 million. Operating revenues<br />

increased by 226% between years, from<br />

£41.0 million to £133.7 million. Earnings<br />

before depreciation and financial<br />

activities (EBITDA) amounted to £22.8<br />

million, as compared to £6.3 million<br />

in 2001. The increase between years<br />

was 263%, by far the best operating<br />

result returned by the Group since its<br />

foundation.<br />

Our entire range of products can<br />

be described as chilled prepared<br />

convenience food. It consists of five<br />

sub-categories: ready meals, meal<br />

accompaniments, ethnic snacks, dips,<br />

dressings and spreads, and other chilled<br />

prepared foods.<br />

The Group has two subsidiaries in the<br />

UK and one in Sweden, Iceland and<br />

France and an associated company in<br />

Chile. We also have sales offices in<br />

Germany, Denmark and Finland. We<br />

currently employ 2,230 people. The<br />

number of employees increased by<br />

200 during the year, following the<br />

opening of a new factory in London.<br />

UK 75%<br />

sales was in Iceland, at 45%. Bakkavör<br />

Sweden’s turnover increased by 23%,<br />

Bakkavör France’s by 19%, and Bakkavör<br />

Birmingham’s by 18%. Katsouris Fresh<br />

Foods’ turnover increased by 21% in<br />

2002. These increases in the turnover<br />

of the subsidiaries are calculated in the<br />

currencies of their respective countries<br />

of operation.<br />

Our largest investment during 2002<br />

was the building of a new factory in<br />

London. Considerable emphasis was<br />

placed on synergy between the Group’s<br />

subsidiaries and cost-cutting measures<br />

have been implemented in many areas,<br />

particularly in financial, raw material,<br />

packaging and inventories.<br />

Bakkavör operates in three key market<br />

areas: The United Kingdom, the<br />

Nordic Region and Continental Europe.<br />

Operations in each of those areas in the<br />

year 2002 will now be discussed.<br />

Sales by Region<br />

United Kingdom<br />

Bakkavör has operations in two cities<br />

in the United Kingdom. We have<br />

four factories in London and one in<br />

Birmingham, and these five factories<br />

provide 3/4 of our total sales. Our<br />

production in the UK comprises ready<br />

meals, dips and dressings, ethnic snacks,<br />

and meal accompaniments. In 2002 as in<br />

2001, we outperformed the market as we<br />

grew 21% while the market grew 15%.<br />

Bakkavör’s main investment this year<br />

was the building of a new 80,000 sq.<br />

feet (7,500 sq. metres) factory in London.<br />

The factory commenced operations on 17<br />

October 2002 and was formally opened<br />

by the Prime Minister of Iceland, Davíd<br />

Oddsson. The new factory will increase<br />

the our production capacity by 30%. It<br />

will furthermore relieve the strain on our<br />

existing factories in London which had<br />

been operating at more than full capacity<br />

for some time.<br />

Sales by Product Category<br />

Ready Meals 19.4%<br />

Meal<br />

Accompaniments 11.9%<br />

The operation of all Bakkavör’s<br />

subsidiaries either met or surpassed<br />

projections in 2002, with the<br />

exception of Bakkavör Polska. The<br />

greatest proportional increase in<br />

Continental Europe 7%<br />

Nordic<br />

Region 18%<br />

Other Prepared<br />

Foods 21.5%<br />

Ethnic<br />

Snacks 20,0%<br />

Dips, Dressings<br />

and Spreads 27.2%


The Nordic Region<br />

Bakkavör’s production in the Nordic Region consists<br />

of spread in tubes, marinated herring in jars, roe<br />

products such as caviar and several other products.<br />

The Group’s success in the Nordic Region continued<br />

throughout 2002. The increase in sales of Bakkavör<br />

Iceland amounted to 45% and the increase in Bakkavör<br />

Sweden’s sales was over 23%. The Nordic Region now<br />

represents 18% of the Group’s total sales.<br />

22<br />

Bakkavör Iceland’s main products are cod roe, lumpfish<br />

roe, capelin roe and herring. The Icelandic plant<br />

processes a substantial quantity of raw material for<br />

export and further processing in the Group’s plants in<br />

Sweden and France. Bakkavör Iceland has also become<br />

a major buyer of herring in Iceland, with thousands of<br />

tons bought and processed for shipment to Bakkavör<br />

Sweden where final packaging takes place.<br />

Bakkavör Sweden strengthened its position as Sweden’s<br />

second largest manufacturer in it’s market segment.<br />

The principal products of Bakkavör Sweden are<br />

marinated herring, lumpfish caviar, spreads in tubes<br />

and the Swedish dish “Lutfisk”. All of the main product<br />

categories enjoyed a healthy growth rate during the<br />

year. During 2002 Bakkavör Sweden reduced its product<br />

portfolio with the purpose of increasing efficiency. This<br />

proved a successful strategy as Bakkavör Sweden has<br />

gained sales. The sales office in Finland, which only<br />

sells products from Bakkavör Sweden, also enjoyed a<br />

satisfactory year.


Continental Europe<br />

Continental Europe is our smallest market area,<br />

accounting for approximately 7% of the Group’s<br />

revenues. We operate a production facility in<br />

France and have a sales office in Germany.<br />

The operations of Bakkavör France were successful<br />

during the year and turnover increased by just<br />

over 19%. During the year Bakkavör’s France<br />

factory was increased in size by one third. The<br />

principal products of Bakkavör France are salmonand<br />

lumpfish-caviar, tarama, smoked salmon, king<br />

crab and scallops. The crab, smoked salmon and<br />

scallops are produced by our associated company<br />

in Chile Pesquera Isla Del Rey (PIDR). It is imported<br />

to Bakkavör France for packaging and selling to<br />

consumers in France.<br />

The operations of our subsidiary Bakkavör Polska were<br />

poor and the operations were closed down at the end<br />

of the year. Unfavourable market conditions in Poland<br />

played a major part in this decision and the operations<br />

of the major Polish supermarkets, Bakkavör’s Polska<br />

chief customers, experienced considerable difficulties<br />

during the year. Furthermore, the operations of this<br />

subsidiary were no longer compatible with the Group’s<br />

overall policy. Our assets in Poland have all been<br />

written off but we gained valuable experience after its<br />

dealings in Poland, one of the largest food markets in<br />

Europe.<br />

23<br />

Bakkavör has a sales operation in Germany, Bakkavör<br />

Germany, which performed well during the year.<br />

Bakkavör also opened a new sales office in Denmark<br />

to sell the Group’s products on the Danish market.


24<br />

Board of Directors


Brynjólfur Bjarnason (56)<br />

Brynjólfur is Vice-Chairman of the Board. He has been the Managing Director<br />

of Iceland Telecom hf. since 2002. Previous to that he was Managing<br />

Director of Grandi hf., one of Iceland’s largest fishing companies, since 1985.<br />

Brynjólfur has a B.Sc. degree in business studies and an MBA. Brynjólfur<br />

took a seat on the board of Bakkavör Group in 1995. He has been a board<br />

member of various companies in Iceland, Chile, Mexico, the USA and France.<br />

Antonios Yerolemou (60)<br />

Antonios is Executive Chairman of KFF. He was one of the founders of<br />

Katsouris Fresh Foods Ltd. and was the Managing Director from the start<br />

until 2002. He took a seat on the board of Bakkavör Group in 2001.<br />

Antonios was born in Cyprus but moved to England in 1960.<br />

25<br />

L‡dur Gudmundsson (35)<br />

L‡dur is Managing Director of Bakkavör Group. He founded Bakkavör Group<br />

with his brother, Ágúst, at the age of 19 and has channelled his energy<br />

into the company since then. Together with Ágúst, L‡dur has successfully<br />

managed the Group’s growth from its inception.<br />

Panikos Katsouris (52)<br />

Panikos is Managing Director of Katsouris Brothers Ltd. After<br />

graduating in Economics in 1974, he joined the family business,<br />

Katsouris Brothers Ltd. Panikos was one of the founders of Katsouris<br />

Fresh Foods Ltd. in 1982 and has served as the company’s Finance<br />

Director from the beginning. He took a seat on the board of Bakkavör<br />

Group in 2001. Panikos is also Finance Director of KFF.<br />

Hreinn Jakobsson (41)<br />

Hreinn has been Managing Director of Sk‡rr hf., one of Iceland’s largest<br />

IT companies, since 1997. Hreinn has a B.Sc. degree in business studies<br />

and joined the board of Bakkavör Group in the year 2000. He has been<br />

a board member of various companies in information technology and<br />

other industries.<br />

Ágúst Gudmundsson (38)<br />

Ágúst is Executive Chairman of Bakkavör Group. At the age of 22 he<br />

founded Bakkavör Group with his brother L‡dur. Since then, he has<br />

dedicated himself to the Company. In the 16 years that Bakkavör has<br />

been in existence, Ágúst has played a key role in the rapid but secure<br />

growth of the Company.<br />

Ásgeir Thoroddsen (60)<br />

Ásgeir is a lawyer and has been a partner in Reykjavík Law Firm since<br />

1977. Ásgeir took a seat on the board of Bakkavör Group in the year<br />

2000. He has been a board member of various companies and is<br />

former Chairman of the Icelandic Bar Association.


26<br />

New Product<br />

Development<br />

The objective of Bakkavör’s new product<br />

development is to offer our customers constantly<br />

new products and to increase the added value<br />

of our products. The objective is also to improve<br />

and expand the Group’s core expertise in all types<br />

and stages of processing. One of the goals of<br />

Bakkavör’s new product development is to invent<br />

products suitable for the chilled cabinet range<br />

and shorten meal preparation times and effort.<br />

We have adopted the strategy of conducting new<br />

product development within each local market,<br />

and each production subsidiary has its own new<br />

product development strategy, designed in the<br />

context of its own regional market. Close to 30<br />

employees are currently engaged in new product<br />

development at Bakkavör.<br />

In our subsidiary in London, more than 200 new<br />

products are developed in the development<br />

kitchen each year. These products are often<br />

prepared in response to an approach from a<br />

retail chain customer, although many products<br />

are tested on the Company’s own initiative.<br />

Frequent visits from retail chain representatives<br />

are scheduled to taste new products and decide<br />

which ones should be taken forward into full<br />

production and supply. The time from conception<br />

to launch of a new product varies between<br />

the companies in the Group, but in the UK,<br />

Bakkavör’s largest market, the entire process<br />

normally takes 3-4 months.


Shareholders<br />

A total of 48% of the shares in Bakkavör are now<br />

held by directors and key employees, including<br />

the 29% held by the two founders of Bakkavör,<br />

Ágúst and L‡dur Gudmundsson. About 27% of the<br />

Company’s shares are held by investors outside<br />

Iceland. On the right is a list of the 20 largest<br />

shareholders at the end of 2002.<br />

Principal Shareholders*<br />

Name No. of Shares %<br />

1 Bakkabrædur S.a.r.l. 440,524,954 28.96 %<br />

2 Kaupthing Luxembourg S.A. 75,005,696 4.93 %<br />

3 Antonios Prodromou Yerolemou 74,534,353 4.90 %<br />

4 Commerce Pension Fund 69,225,882 4.55 %<br />

5 Seamen’s Pension Fund 54,648,440 3.59 %<br />

6 Bankastræti 7 Pension Fund 52,433,824 3.45 %<br />

7 Eleni Pishiris 52,336,471 3.44 %<br />

8 Panikos Joannou Katsouris 52,336,471 3.44 %<br />

9 Stella Andreou 52,336,470 3.44 %<br />

10 Demos Habeshis 52,336,470 3.44 %<br />

11 Frams‡n Pension Fund 48,470,471 3.19 %<br />

12 Búnadarbanki Íslands hf. 41.575,021 2.73 %<br />

13 Mills DA 37,956,868 2.50 %<br />

16 Kaupthing Bank hf. 28,939,362 1.90 %<br />

17 Nordurland Pension Fund 17,953,429 1.18 %<br />

18 Landssjódur hf. Investment Fund 16,522,390 1.09 %<br />

19 Búnadarbanki Investment Fund 14,140,447 0.93 %<br />

20 TM (insurance) 14,006,059 0.92 %<br />

27<br />

3943 other shareholders 325,771,671 21.42 %<br />

Total 1,521,054,749 100.00 %<br />

* As of 31 December 2002<br />

Bakkavör Group’s share performance<br />

in 2002 compared to FTSE 100, OMX<br />

and ICEX15<br />

Bakkavör Group’s share<br />

performance in 2002<br />

180<br />

13<br />

450<br />

160<br />

140<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

feb may aug nov<br />

Share Price<br />

12<br />

11<br />

10<br />

9<br />

8<br />

7<br />

6<br />

5<br />

4<br />

3<br />

feb may aug nov<br />

400<br />

350<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

Volume ISK million<br />

Bakkavör Group<br />

ICEX15<br />

FTSE 100<br />

OMX<br />

Turnover ISK million Share Price Volume, 20 moving average


Product<br />

Quality and Safety<br />

The quality and safety of our products is<br />

of utmost importance as we realize that this is one<br />

of the cornerstones of our operations. Therefore we<br />

focus on maintaining the highest possible quality<br />

standards in our production plants. Our customers<br />

pay us frequent visits, inspecting the quality<br />

and safety of our products. In addition we have<br />

implemented International Quality Standards<br />

such as ISO 9001/2000 and the British Retail<br />

Consortium Standard (BRS) in our production<br />

facilities.<br />

Our People<br />

Motivated and committed management<br />

represents Bakkavör’s strongest asset, and<br />

these employees will form the foundation<br />

for the Company’s further development.<br />

With the significant expansion process that<br />

Bakkavör has gone through in the last couple<br />

of years, it has been strategically important<br />

that management and owners of acquired<br />

companies have maintained their ties with<br />

Bakkavör and continue to contribute to the<br />

Group with their experience and expertise.<br />

29<br />

N u m b e r o f E m p l o y e e s<br />

Number of Employees<br />

2400<br />

2200<br />

2000<br />

1800<br />

1600<br />

1400<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002


Corporate Information<br />

30<br />

Bakkavör Group hf.<br />

Brekkustígur 22<br />

260 Reykjanesbær<br />

Iceland<br />

London Office<br />

Bakkavör Group hf.<br />

40 Cumberland Avenue<br />

Park Royal London NW10 7RQ<br />

UK<br />

Copenhagen Office<br />

Bakkavör Group hf.<br />

Linnésgade 14<br />

1361 Copenhagen K<br />

Denmark<br />

Principal Bankers<br />

Bank of Scotland, UK<br />

HSBC, UK<br />

The Royal Bank of Scotland, UK<br />

Landsbanki Íslands, Iceland<br />

Íslandsbanki, Iceland<br />

Investment Bankers<br />

Kaupthing Bank<br />

Ármúli 13<br />

108 Reykjavík<br />

Iceland<br />

Auditor<br />

Deloitte & Touche hf.<br />

Stórhöfdi 23<br />

110 Reykjavík<br />

Iceland<br />

Annual General Meeting<br />

14 February 2003<br />

Annual Report<br />

www.bakkavor.com


Bakkavör Group hf.<br />

Financial Highlights & Review<br />

31


Bakkavör Group’s Progress<br />

Profit and Loss Account 2002 2001 Change %<br />

Operarting revenue 133,684,183 41,036,093 225.8%<br />

Operating expenses 110,876,333 34,750,436 219.1%<br />

EBITDA 22,807,850 6,285,657 262.9%<br />

32<br />

Depreciation and amortization 3,413,829 2,024,105 68.7%<br />

Financial items 3,956,693 684,091 478.4%<br />

Net income from operating activities 15,437,328 3,577,461 331.5%<br />

Taxes 4,061,937 1,016,590 299.6%<br />

Net profit from ordinary activities 11,375,391 2,560,871 344.2%<br />

Extraordinary items (433,900) - -<br />

Net profit for the year 10,941,491 2,560,871 327.3%<br />

Working capital from operating activities 15,274,180 4,140,485 268.9%<br />

Balance sheet<br />

Fixed assets 137,080,958 124,139,411 10.4%<br />

Current assets 36,323,995 36,207,536 0.3%<br />

Total assets 173,404,953 160,346,947 8.1%<br />

Equity 58,610,612 46,974,823 24.8%<br />

Subordinate convertible loan 15,923,077 15,944,450 -0.1%<br />

Deferred tax liability 1,670,722 720,786 131.8%<br />

Long term liabilities 61,584,839 71,031,704 -13.3%<br />

Short term liabilities 35,615,703 25,675,184 38.7%<br />

Liabilities 114,794,341 113,372,124 1.3%<br />

Total equity and liabilities 173,404,953 160,346,947 8.1%<br />

Key ratios<br />

Current ratio 1.02 1.41<br />

Equity ratio 33.8% 29.3%<br />

Equity ratio incl. subordinated loan 43.0% 39.2%<br />

Figures in GBP


Financial Highlights<br />

EBITDA increase of 263% to £22.8 million<br />

EBITDA ratio to operating revenue was 17.1% - up from 15.3%<br />

Net profit increase of 344% to £11.4 million<br />

Ratio to operating revenue was 8.5% - up from 6.2%<br />

Equity at £58.6 - up by 24.8%<br />

Equity ratio to total assets was 33.8% - up from 29.3%<br />

33<br />

Turnover EBITDA EBITDA %<br />

Million GBP<br />

Million GBP<br />

%<br />

140<br />

30<br />

25<br />

120<br />

25<br />

20<br />

100<br />

80<br />

20<br />

15<br />

15<br />

60<br />

10<br />

10<br />

40<br />

20<br />

5<br />

5<br />

0<br />

0<br />

98 99 00 01 02<br />

98 99 00 01<br />

02<br />

0<br />

98<br />

99<br />

00 01 02<br />

year<br />

Income before taxes taxes Net profit Equity ratio ratio<br />

Million GBP<br />

Million GBP<br />

%<br />

18<br />

18<br />

50<br />

16<br />

16<br />

45<br />

14<br />

14<br />

40<br />

12<br />

12<br />

35<br />

10<br />

8<br />

10<br />

8<br />

30<br />

25<br />

20<br />

6<br />

6<br />

15<br />

4<br />

4<br />

10<br />

2<br />

2<br />

5<br />

0<br />

98<br />

99<br />

00 01 02<br />

0<br />

98<br />

99<br />

00 01 02<br />

0<br />

98<br />

99<br />

00 01 02<br />

year<br />

Subordinated loan<br />

Equity


Financial Review<br />

Summary<br />

34<br />

Earnings before interest, tax, interest depreciation and<br />

amortization (EBITDA) amounted to £22.8 million. This is<br />

an increase of 263% from the £6.3 million EBITDA in 2001.<br />

The EBITDA ratio to the operating income increased to 17.1%<br />

from 15.3%.<br />

The operating profit increased by 355% to £19.4 million.<br />

The net profit from ordinary activities for the year totals<br />

£11.4million. This represents an increase of 344% from<br />

last year’s figure of £2.6 million.<br />

The cash flow was strong and increased during 2002. Total<br />

cash from operations was £15.3 million. Along with cash carried<br />

forward from previous years this created a strong cash position<br />

that primarily was invested in additional production capacity.<br />

Bakkavör Group also started repaying the long-term senior loan<br />

at the end of 2002.<br />

The overall results in 2002 were in line with management’s<br />

expectations.<br />

Tax<br />

Tax calculated on income during 2002 amounts to £4.1 million.<br />

This means an effective tax rate of 27.1%. In 2001 the effective<br />

tax rate was 28.4%. The effective tax rate should be compared<br />

to the official UK corporation tax rate of 30%.<br />

Trading between the Group’s subsidiaries is monitored<br />

carefully to ensure that all transactions are based on arm’s<br />

length principles. Careful planning of taxes and utilization of<br />

differences in local tax regimes and rates will be an important<br />

contribution to the overall result of the group.


Accounting Standards<br />

The financial statements are based<br />

on Icelandic legislation and generally<br />

accepted accounting procedures.<br />

Since 1 January 2002 companies have<br />

been authorized in Iceland to present<br />

their financial statements in certain<br />

currencies other than the Icelandic<br />

króna. Consequently, Bakkavör Group<br />

has used pound sterling as the<br />

functional currency throughout 2002.<br />

Iceland is a member of the European<br />

Economic Area and has started<br />

implementing international accounting<br />

standards. As of 2005 Iceland will<br />

adopt the standards issued by the<br />

International Accounting Standards<br />

Committee. Bakkavör Group will be<br />

prepared to implement any necessary<br />

changes.<br />

Cash Flow<br />

Cash flow during the year was<br />

strong and the self-financing rate<br />

from earnings has been high. Cash<br />

generated from operations during the<br />

year totalled £13.6 million compared<br />

to £0.6 million during 2001.<br />

Working capital from operations<br />

amounted £15.3 million, representing<br />

an increase of 269% over the £4.1<br />

generated in 2001.<br />

Capital Expenditure<br />

Capital expenditure for the year was<br />

£15.9 compared to £1.7 million in<br />

2001, and has mainly been spent on<br />

increasing the production capacity to<br />

support the market growth and the<br />

rise in the consumer driven demand<br />

for fresh prepared and chilled food.<br />

The production capacity is currently<br />

considered satisfactory.<br />

Innovation is an essential part of our<br />

activities, as is the Group’s ability<br />

to develop and bring successful<br />

new products on to the consumer<br />

market. This has once again been a<br />

success in 2002 and over 200 new<br />

products have been developed and<br />

launched within the Group. Spending<br />

on innovation is therefore very crucial<br />

for the progress of the Group.<br />

In 2002 Bakkavör expensed all of the<br />

Group’s innovation cost except for<br />

£55,604.<br />

Bakkavör Group is constantly looking<br />

for high return opportunities to<br />

increase the production capacity,<br />

especially in the UK fresh food<br />

sector.<br />

Capital Structure and<br />

Finance<br />

Shareholders equity at year end<br />

totalled £58.6 million, increasing<br />

from £47.0 million in 2001, mainly<br />

due to retained profit of £10.9<br />

million.<br />

Net borrowing at the end of the<br />

year was £74.3 million compared to<br />

£73.2 million in 2001. As expected<br />

the Group started to reduce debt at<br />

the end of 2002, after having selffinanced<br />

a great part of major capital<br />

expenditures in 2002. Bakkavör<br />

Group expects to continue reducing<br />

debt on a larger scale in 2003<br />

resulting in a decrease in the net<br />

borrowing.<br />

Net financial expenses during<br />

the year amounted to £4.1million<br />

compared to £1.0 million in 2001.<br />

The rise is due to the higher debt<br />

level in 2002. Interest cover remains<br />

comfortably above our target<br />

level and well within our banking<br />

covenant. Interest expenses in 2003<br />

are expected to decrease as interest<br />

rates for the first nine months of<br />

2003 have already been set at a<br />

lower level than rates in 2002.<br />

Furthermore, the total debt level in<br />

the Group will of course decrease<br />

due to the repayment of the longterm<br />

senior loan.<br />

35


36<br />

Bakkavör Group has secured a £10<br />

million committed revolving credit<br />

facility for 6 years and a 6 year<br />

long-term senior loan with a group<br />

of reputable banks: Halifax Bank of<br />

Scotland, HSBC, The Royal Bank of<br />

Scotland, Islandsbanki Iceland and<br />

Bank of Ireland. Bakkavör Group also<br />

holds a number of committed and<br />

uncommitted credit facilities and lines<br />

with a number of reputable banks,<br />

including Kaupthing Bank Iceland,<br />

Landsbanki Iceland and Roskilde<br />

Bank Denmark.<br />

This ensures that short and mediumlong<br />

term funding is available to<br />

support the Group’s continued<br />

growth requirements. Together with<br />

the strong cash flow from operations<br />

and comfortable headroom on our<br />

borrowing limits, Bakkavör Group is<br />

in an excellent position to finance<br />

its future investments and take<br />

advantage of opportunities that<br />

become available.<br />

Treasury Policies<br />

Our treasury activities are controlled<br />

and monitored by the Managing<br />

Director and are carried out in<br />

accordance with policies approved<br />

by the Board. The purpose of the<br />

treasury policies is to ensure that<br />

adequate cost-effective funding<br />

is available at all times and<br />

that exposure to financial risk is<br />

minimised. The main risk managed<br />

by the Group Treasury department is<br />

funding risk, interest risk and currency<br />

risk.<br />

A number of new policies have been<br />

implemented in 2002 by the Group<br />

Treasury. Bakkavör Group is now<br />

working with an “internal bank” set<br />

up, where <strong>Bakkavor</strong> (London) Ltd.<br />

is the financial vehicle in which all<br />

borrowing is concentrated and the<br />

debt management is located.<br />

At the beginning of 2002 an improved<br />

and enlarged cash flow forecasting<br />

system was implemented, together<br />

with a new and improved liquidity<br />

concept policy in the Group and as<br />

expected, this is now a very useful<br />

steering tool in all the subsidiaries<br />

and on a consolidated basis in the<br />

Group. The cash flow forecasting<br />

system basically works in the way<br />

that once a month all subsidiaries<br />

in the group prepare a forecasting<br />

file, covering the next three months<br />

broken down week by week in the<br />

first month, showing detailed cash<br />

in- and outflow and planned money<br />

transfers to and from the subsidiary<br />

and the “internal bank.” This is<br />

submitted to the Group Treasury<br />

which evaluates the planned cash<br />

level in the subsidiary and approves<br />

it. On this basis Group Treasury works<br />

out a consolidated cash flow forecast<br />

for the next three months and at the<br />

same time the required draw down<br />

on available credit lines is planned to<br />

cover any cash need, which cannot be<br />

self-financed by the Group.<br />

Cash positions in the major<br />

subsidiaries are monitored daily and<br />

Group positions are calculated at<br />

the end of each week and checked<br />

against the consolidated cash<br />

flow forecast to identify any major<br />

discrepancies. On a current basis<br />

the medium and long-term liquidity<br />

are checked together with a control<br />

of the covenant level. Internal audit<br />

on Treasury is also conducted in the<br />

subsidiaries on a regular basis.<br />

The Group therefore has very strong<br />

cash management and very cost<br />

effective cash flow management.


The inter-company set up was also<br />

changed during 2002 and is now<br />

placed within and managed by<br />

the “internal bank”. At the same<br />

time a completely new monthly<br />

inter-company clearing system was<br />

developed and implemented. The goal<br />

was to eliminate internal transfers<br />

and payment connected to internal<br />

purchase and sale, to release internal<br />

human resources, lower tied-up<br />

capital in the subsidiaries and to<br />

obtain high transparency in intercompany<br />

financing. All these goals<br />

have now been realized.<br />

Only simple financial instruments are<br />

used, such as interest cap, interest<br />

swaption, forward rate agreement<br />

contracts, interest rate swap<br />

contracts, forward currency contracts<br />

and currency swaps contracts. The<br />

purpose of this is to hedge against<br />

the effect of significant movements<br />

in both interest and currency rates<br />

on the underlying business activities.<br />

All currency hedging is handled as<br />

cash flow hedging which means that<br />

hedging contracts can be “linked”<br />

directly to the underlying cash flow.<br />

The Group Treasury does not operate<br />

as a profit centre and no speculative<br />

transactions are permitted.<br />

Interest Rate<br />

Management<br />

At year end 2002 Bakkavör Group’s<br />

core borrowing was £68 million.<br />

Bakkavör manages exposure to<br />

interest fluctuations through capped<br />

rate agreements for 80% of this debt<br />

amount with floating rates. From<br />

January 2002 interest rates on 80% of<br />

the debt is capped for 2 years. After<br />

this period Bakkavör has a 2 year<br />

interest swaption for 27% of the core<br />

borrowing, which can be exercised.<br />

Bakkavör Group is currently following<br />

developments in interest rates and<br />

evaluating the possibility of entering<br />

into an interest swap agreement to<br />

change floating rates to fixed rates for<br />

part of the debt or the whole debt.<br />

In 2002 Bakkavör Group benefited<br />

from floating rates and the<br />

Group’s cost of debt has been at a<br />

satisfactory level.<br />

Liquidity Risk &<br />

Debt Management<br />

Bakkavör Group’s policy is to ensure<br />

that the Group has necessary shortterm<br />

and adequate medium-term<br />

funding and committed bank facilities<br />

available to meet forecasted peak<br />

borrowing requirements.<br />

At year end 2002 Bakkavör Group<br />

had committed 6 year credit line<br />

facilities of £10 million and a<br />

number of uncommitted facilities and<br />

overdraft lines. In addition the core<br />

borrowing of the Group, £68 million,<br />

is also committed for a 6 year period<br />

and the committed bank facilities also<br />

include a convertible loan of £15.9<br />

million.<br />

Group Treasury is using cash pooling<br />

and netting set up to centralise cash<br />

control.<br />

Bakkavör Group’s borrowing portfolio<br />

is reviewed continuously and this, in<br />

combination with the Group’s cash<br />

and cash equivalents, constitutes the<br />

Group’s short-term financial resources.<br />

37


38<br />

Foreign Currency Risk<br />

Foreign currency management is<br />

mainly handled centrally by the<br />

“internal” bank in the Group.<br />

Currency management focuses on risk<br />

minimisation and cash flow hedge.<br />

Approximately 3/4 of Bakkavör<br />

Group’s turnover and costs are in<br />

pound sterling. As the major part<br />

of the core borrowing is in pound<br />

sterling this provides a natural hedge.<br />

Bakkavör has several operations<br />

outside of the UK and their receipts<br />

and payments are mainly in the local<br />

currency. The currency risk is covered<br />

by foreign currency forward contracts<br />

and currency swap contracts. The<br />

currency exposure on the purchase<br />

of goods in foreign currency is<br />

eliminated through the use of forward<br />

exchange contracts.<br />

Credit Risk Handling<br />

Bakkavör Group has a concentration<br />

of credit risk on a small number of<br />

large retail chains, mainly located<br />

in the UK but also in a number of<br />

European countries. These retail<br />

chains are closely monitored by the<br />

Group’s management in order to<br />

ensure that they are creditworthy<br />

trading partners. It should also be<br />

noted that Bakkavör Group conducts<br />

business with the 10 biggest retail<br />

chains in Europe and they are all<br />

listed on different stock markets.<br />

Furthermore, they represent between<br />

80 and 90% of the debtors in<br />

Bakkavör Group. It is also well known<br />

that shares in food companies are<br />

generally considered to be defensive<br />

shares which are not influenced<br />

highly by changes in economic cycles.<br />

Historically, the losses sustained on<br />

debtors within Bakkavör Group have<br />

been insignificant, and this has also<br />

been the case in 2002.<br />

All main creditors are closely<br />

investigated before collaboration<br />

is entered into and are closely<br />

monitored afterwards. This is mainly<br />

to protect the safety of our business<br />

and to avoid any supply problems.<br />

The inventory is also monitored<br />

closely in order to ensure the best<br />

possible quality of the goods and<br />

to ensure a steady supply to our<br />

customers. The Group treasury is<br />

currently monitoring the tied-up<br />

capital in the inventory and no<br />

subsidiary in the Group is able to<br />

increase the inventory significantly<br />

without involving the “internal” bank.<br />

A new and improved stock monitoring<br />

system has been implemented in the<br />

Group in 2002.<br />

Insurance and Risk<br />

Management<br />

After 11 September 2001 Bakkavör<br />

Group’s insurance premiums have<br />

increased by hundreds of percent.<br />

This has resulted in Bakkavör starting<br />

up a new project whereby we have<br />

appointed the insurance broker Marsh<br />

to take over all our insurance issues.<br />

During the coming year we will focus<br />

closely on insurance issues to ensure<br />

that<br />

our business and processes<br />

have the optimum acceptable<br />

insurance coverage. Disaster plans for<br />

the manufacturing units are reviewed<br />

on a continuing basis.<br />

Internal Audit<br />

During 2002 we have started up our<br />

own internal audit processes. All<br />

companies are now regularly being<br />

audited and plans for development<br />

are being devised and implemented.<br />

Policies and procedures are constantly<br />

reviewed and improved and we<br />

strive to achieve the best from each<br />

subsidiary and use it throughout<br />

Bakkavör Group.<br />

The Group only works with reputable<br />

banks which do not carry any credit<br />

risk.


Financial Statement, Summary<br />

Consolidated profit and loss account 2002<br />

2002 2001<br />

Turnover 133,684,183 41,036,093<br />

Cost of sales (89,400,438) (29,924,749)<br />

Depreciations and amortizations (3,413,829) (2,024,105)<br />

Other operating expenses (21,475,895) (4,825,688)<br />

39<br />

Operating profit before financial items 19,394,021 4,261,551<br />

Net financial expenses (3,956,693) (684,091)<br />

Income before taxes 15,437,328 3,577,460<br />

Income tax (4,061,937) (1,016,590)<br />

Profit on ordinary activities after taxation 11,375,391 2,560,870<br />

Extraordinary items (433,900) 0<br />

Net profit 10,941,491 2,560,870<br />

Dividends paid 0 (668,880)<br />

Retained profit carried forward 10,941,491 1,891,990<br />

Figures in GBP


Balance Sheet as at 31 December 2002<br />

31. 12. 2002 31. 12. 2001<br />

40<br />

Fixed assets<br />

Intangible assets 102,828,709 103,294,649<br />

Tangible assets 33,767,910 20,283,043<br />

Investments 484,339 561,719<br />

137,080,958 124,139,411<br />

Current assets<br />

Inventories 11,780,349 9,521,420<br />

Debtors due within one year 23,163,452 18,428,753<br />

Cash 1,380,194 8,257,364<br />

36,323,995 36,207,537<br />

Creditors<br />

Due within one year (35,615,703) (25,675,183)<br />

(35,615,703) (25,675,183)<br />

Net current assets 708,292 10,532,354<br />

Total assets less current liabilities 137,789,250 134,671,765<br />

Creditors due after one year<br />

Borrowings (61,584,839) (71,031,704)<br />

Provision for deferred income tax (1,670,722) (720,786)<br />

(63,255,561) (71,752,490)<br />

Net assets 74,533,689 62,919,275<br />

Capital and reserves<br />

Called up share capital 10,191,058 10,165,611<br />

Share premium 35,983,708 35,805,065<br />

Other equity 12,435,846 1,004,147<br />

Shareholders equity 58,610,612 46,974,823<br />

Subordinated convertible loan 15,923,077 15,944,450<br />

74,533,689 62,919,273<br />

Figures in GBP


Consolidated Cash Flow Statement 2002<br />

2002 2001<br />

Cash flow from operating activities<br />

Operating profit 14,868,322 3,244,961<br />

Depreciation 3,413,829 2,024,105<br />

Loss (gain) on sale of assets (18,989) 28,226<br />

Deferred income tax liability 969,185 (169,237)<br />

Affiliated companies (1,474) (39,574)<br />

Inventories, change (1,220,130) 1,908,684<br />

Current receivables, change (3,807,998) (4,134,761)<br />

Current liabilities, change 3,383,248 (1,362,739)<br />

Cash flow from operating activities 17,585,993 1,499,665<br />

41<br />

Net financial expenses (3,956,693) (947,997)<br />

Purchase of tangible assets (15,879,219) (1,651,828)<br />

Purchase of shares 0 (114,629,942)<br />

Dividends paid 0 (668,880)<br />

Cash flow before financing (2,249,919) (116,398,982)<br />

Financing<br />

Issue of ordinary share capital 265,731 39,256,714<br />

Increase (decrease) in debt (4,896,964) 77,991,999<br />

Change in cash for the period (6,881,152) 849,731<br />

Cash from acquired companies 0 5,223,709<br />

Cash at the beginning of the year 8,261,346 2,183,922<br />

Cash at end of year 1,380,194 8,257,362


Bakkavör Group hf.<br />

Financial Statement 2002


Directors’ Endorsement<br />

The board and director of Bakkavör Group hf. are of the opinion that the annual accounts contain all the information<br />

necessary to form a clear picture of the Company’s standing at the year end, the year’s operating results and the year’s<br />

financial developments.<br />

Net income amounted to GBP 10.9 million. The board of the Company proposes that no dividend will be paid out to<br />

shareholders in the year 2003, but otherwise refers to the annual accounts regarding changes in the Company’s net<br />

worth and disposal of profits.<br />

At the year end the number of shareholders was 3,963 shareholders. At the beginning of the year there were 4,549<br />

shareholders. One shareholder holds more than 10% of stock, Bakkabrædur with 28.96%.<br />

44<br />

The board and director of Bakkavör Group hf. hereby confirm with their signature, the Company’s annual accounts for<br />

the year 2002.<br />

Reykjanesbær, 31 January 2003<br />

Members of the board<br />

L‡dur Gudmundsson<br />

Managing Director<br />

Ásgeir Thoroddsen<br />

Ágúst Gudmundsson<br />

Chairman<br />

Brynjólfur Bjarnason<br />

Hreinn Jakobsson<br />

Antonios P. Yerolemou<br />

Panikos Joannou Katsouris<br />

Auditors’ Report<br />

To the board of directors and shareholders of Bakkavör Group hf.<br />

We have audited the accompanying balance sheet of Bakkavör Group hf. as of December 31 2002, and the related<br />

statement of income for the year then ended. These financial statements are the responsibility of the Company’s<br />

management. Our responsibility is to express an opinion on these financial statements based on our audit.<br />

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we<br />

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material<br />

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />

financial statements. An audit also includes assessing the accounting principles used and significant estimates made by<br />

management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a<br />

reasonable basis for our opinion.<br />

In our opinion, the financial statements give a true and fair view of the financial position of Bakkavör Group hf. as of<br />

31 December 2002 and of the results of its operations and its cash flows for the year then ended in accordance with<br />

generally accepted accounting principles applied on a consistent basis.<br />

Reykjavík, 31 January 2003<br />

Deloitte & Touche hf.<br />

Hilmar A. Alfredsson<br />

State Authorized Accountant<br />

Gudlaugur Gudmundsson<br />

State Authorized Accountant


Statement of Income 2002<br />

Operating income<br />

Notes 2002 2001<br />

Net sales 133,555,177 40,976,101<br />

Other operating income 129,006 59,991<br />

133,684,183 41,036,092<br />

45<br />

Operating expenses<br />

Production cost 89,400,438 29,924,749<br />

Other operating expenses 21,475,895 4,825,687<br />

Depreciation 5 3,413,829 2,024,105<br />

114,290,162 36,774,541<br />

Operating profit before financial items 19,394,021 4,261,551<br />

Financial expenses<br />

Net financial expenses 14 (3,956,693) (684,091)<br />

Income before taxes 15,437,328 3,577,460<br />

Income tax<br />

Income tax (4,061,937) (1,016,590)<br />

Net income from ordinary activities 11,375,391 2,560,870<br />

Loss on discontinuance of Bakkavör Polska 15 (433,900) 0<br />

Net income 10,941,491 2,560,870<br />

Figures in GBP


Balance Sheet as at 31 December 2002<br />

Assets<br />

Notes 31. 12. 2002 31. 12. 2001<br />

Fixed assets<br />

46<br />

Intangible assets 3<br />

Capitalised development expenses 376,304 565,832<br />

Goodwill 102,452,405 102,728,817<br />

102,828,709 103,294,649<br />

Tangible assets 4<br />

Real estate 12,953,626 7,380,579<br />

Vehicles 305,070 379,518<br />

Equipment 20,509,214 12,522,946<br />

33,767,910 20,283,043<br />

Shareholdings 6<br />

Shareholdings in associates 468,648 560,631<br />

Shareholdings in other companies 15,691 1,088<br />

484,339 561,719<br />

Total fixed assets 137,080,958 124,139,411<br />

Current assets<br />

Inventories 7<br />

Raw materials and packaging 9,841,978 7,847,174<br />

Finished goods 1,938,371 1,674,245<br />

11,780,349 9,521,419<br />

Current receivables<br />

Accounts receivables 18,742,396 15,455,414<br />

Other current receivables 4,421,056 2,973,339<br />

23,163,452 18,428,753<br />

Cash<br />

Bank deposits 1,380,194 8,257,364<br />

1,380,194 8,257,364<br />

Total current assets 36,323,995 36,207,536<br />

Total assets 173,404,953 160,346,947<br />

Figures in GBP


Equity and Liabilities<br />

Notes 31. 12. 2002 31. 12. 2001<br />

Equity 8<br />

Common stock 10,191,058 10,165,611<br />

Reserve fund 35,983,708 35,805,065<br />

Other equity 12,435,846 1,004,147<br />

Total equity 58,610,612 46,974,823<br />

47<br />

Subordinated convertible loan 9 15,923,077 15,944,450<br />

Obligations<br />

Deferred income tax liability 10 1,670,722 720,786<br />

Total obligations 1,670,722 720,786<br />

Liabilities<br />

Long term liabilities 11<br />

Credit institutions 70,275,382 75,846,672<br />

70,275,382 75,846,672<br />

Current maturities (8,690,543) (4,814,968)<br />

61,584,839 71,031,704<br />

Current liabilities<br />

Current maturities of long term liabilities 8,690,543 4,814,968<br />

Bank loans 5,408,987 5,643,667<br />

Accrued taxes 1,568,756 2,928,970<br />

Other current liabilities 19,947,417 12,287,579<br />

35,615,703 25,675,184<br />

Total liabilities and obligations 98,871,264 97,427,674<br />

Total equity and liabilities 173,404,953 160,346,947


Statement of Cash Flow 2002<br />

Cash flow from operating activities<br />

2002 2001<br />

48<br />

Net income 10,941,491 2,560,870<br />

Items not affecting working capital<br />

Depreciation 3,413,829 2,024,105<br />

Calculated inflation adjustments 0 (415,867)<br />

Indexation on long term debt (29,862) 151,962<br />

(Gain) Loss on sale of assets (18,989) 28,226<br />

Deferred income tax liability, change 969,185 (169,237)<br />

Affiliated companies (1,474) (39,574)<br />

Working capital from operations 15,274,180 4,140,485<br />

Change in current assets and liabilities<br />

Inventories (1,220,130) 1,908,684<br />

Current receivables (3,807,998) (4,134,761)<br />

Current liabilities 3,383,248 (1,362,739)<br />

Cash flow from operating activities 13,629,300 551,669<br />

Investing activities<br />

Tangible assets (15,879,219) (1,651,828)<br />

Shareholdings 0 (114,629,942)<br />

Investing activities (15,879,219) (116,281,770)<br />

Financing activities<br />

Bank loans (262,828) (7,646,756)<br />

New long term debt 0 77,612,390<br />

Subordinated loan 0 15,944,450<br />

Payments of long term debt (4,634,136) (7,918,085)<br />

Dividends paid 0 (668,880)<br />

Proceeds from issue of capital stock 265,731 39,256,714<br />

Financing activities (4,631,233) 116,579,833<br />

Net (decrease) increase in cash (6,881,152) 849,732<br />

Cash from acquired companies 0 5,223,709<br />

Cash at beginning of year 8,261,346 2,183,921<br />

Cash at end of year 1,380,194 8,257,362<br />

Figures in GBP


Notes to the Consolidated Financial Statements<br />

1.<br />

Summary of significant accounting policies<br />

The financial statements have been prepared in accordance with Icelandic law and generally accepted accounting<br />

principles.<br />

The financial statements have been prepared on the historical cost basis.<br />

By legislation of a change in Icelandic Act no. 144/1994 on Financial Statements the effects of general price level<br />

changes on the operation and financial position of the Icelandic reporting entities will cease to be reported,<br />

effective 1 January 2002. Accordingly the Financial Statements do not report the effects of general price level<br />

changes since 1 January 2002. Comparative figures for the previous period have not been changed.<br />

49<br />

Up until 31 December 2001 all statements were prepared in ISK. As of 1 January 2002 Bakkavör Group has changed<br />

this and is now preparing all statements in GBP, which is the company’s functional currency. This is in accordance<br />

with changes in act no. 144/1994 on Financial Statements. For the convenience of the reader comparative figures<br />

from 2001 which were originally stated in Icelandic króna have been translated from Icelandic króna into GBP.<br />

Income items and balance sheet items have been translated at the year end exchange rate 2001.<br />

Change is made in amortization of goodwill resulting from premiums paid for shares in subsidiaries. In previous<br />

years goodwill was amortizised linearly. From the year 2002 impairment test will be performed. If goodwill had<br />

been amortized in the same way in 2002 as in 2001 amortization would have been GBP 2.4 million higher.<br />

Basis of consolidation<br />

The consolidated financial statements incorporate the financial statements of Bakkavör Group hf. (the Company)<br />

and enterprises controlled by the Company (its subsidiaries) made up to 31 December each year. Control is<br />

achieved where the Company has the power to govern the financial and operating policies of an investee<br />

enterprise so as to obtain benefits from its activities.<br />

On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition.<br />

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income<br />

statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.<br />

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies<br />

used into line with those used by other members of the Group.<br />

All intercompany transactions and balances between group enterprises are eliminated on consolidation.<br />

Investments in associates<br />

An associate is an enterprise over which the Group is in a position to exercise significant influence, through<br />

participation in the financial and operating policy decisions of the investee.<br />

The results and assets and liabilities of associates are incorporated in these financial statements using the equity<br />

method of accounting. The carrying amount of such investments is reduced to recognise any impairment in the<br />

value of individual investments.


Notes to the Consolidated Financial Statements<br />

Goodwill<br />

50<br />

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value<br />

of the identifiable assets and liabilities of a subsidiary or associate at the date of acquisition. Goodwill is recognised as an<br />

asset and reviewed for impairment at each balance sheet date. The amount of impairment is calculated using discounted<br />

expected future cash flows. The discount rate applied to these cash flows is based on weighted average cost of capital,<br />

which represents the blended after tax costs of debt and equity. Impairment charges are measured on the basis of<br />

comparison of estimated fair values (discounted expected future cash flows) with corresponding book values.<br />

Revenue recognition<br />

Sales of goods are recognised when goods are delivered and title has passed.<br />

Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable.<br />

Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.<br />

Leasing<br />

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of<br />

ownership to the lessee. All other leases are classified as operating leases.<br />

Foreign currency<br />

Transactions in currencies other than GBP are initially recorded at the rates of exchange prevailing on the dates of the<br />

transactions. Monetary assets and liabilities denominated in such currencies are retranslated at the rates prevailing on the<br />

balance sheet date. Profits and losses arising on exchange are included in net profit or loss for the period.<br />

On consolidation, the assets and liabilities of the Group’s overseas operations are translated at exchange rates prevailing<br />

on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange<br />

differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation<br />

differences are recognised as income or as expenses in the period in which the operation is disposed of.<br />

Taxation<br />

The charge for current tax is based on the results for the year as adjusted for items which are non-assessable or disallowed.<br />

It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.<br />

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from<br />

differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax<br />

basis used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences<br />

and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which<br />

deductible temporary differences can be utilised.<br />

Figures in GBP


Notes to the Consolidated Financial Statements<br />

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates,<br />

except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary<br />

difference will not reverse in the foreseeable future.<br />

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability<br />

is settled. Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged<br />

directly to equity, in which case the deferred tax is also dealt with in equity.<br />

51<br />

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the<br />

Group intends to settle its current tax assets and liabilities on a net basis.<br />

Fixed assets and depreciation<br />

Fixed assets are stated at cost less accumulated depreciation. Depreciation is charged so as to write off the cost of assets,<br />

other than land and properties under construction, over their estimated useful lives, using the straight-line method, on the<br />

following bases:<br />

Real estate 4%<br />

Transport equipments 15%<br />

Equipments 8-20%<br />

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets.<br />

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets.<br />

Internally-generated intangible assets - research and development expenditure<br />

Expenditure on research activities is recognised as an expense in the period in which it is incurred.<br />

Costs related to the creation of brands and designs can be capitalized and amortized over the expected useful lifetime of<br />

such intangible asset. Should the related products, names or designs be taken out of production before such assets are<br />

fully amortized the remaining value will be expensed at that time.<br />

Inventories<br />

Inventories are stated at the lower of cost and net realisable value.<br />

Cost prices of processed stocks are direct material costs, direct wages costs and a proportion of indirect processing costs<br />

while cost price for purchased stock is the actual cost of acquisition.<br />

Cost is calculated using the “first in - first out” - principal (FIFO).<br />

Current receivables<br />

Current receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable<br />

amounts.


Notes to the Consolidated Financial Statements<br />

2.<br />

Subsidiaries<br />

52<br />

The consolidated financial statements of Bakkavör Group hf. include these subsidiaries.<br />

Interest<br />

Bakkavör Ísland hf 100%<br />

Bakkavör ITC ehf. av 100%<br />

Bakkavör Holding ApS 100%<br />

Bakkavör UK ltd 100%<br />

Bakkavör Birmingham ltd 100%<br />

Bakkavör Sweden AB 100%<br />

Bakkavör Germany GmbH 100%<br />

Bakkavör London ltd 100%<br />

Katsouris Fresh Foods ltd 100%<br />

Fillo Pastry ltd 100%<br />

Bakkavör Finland oy 100%<br />

Bakkavör France SA 100%<br />

Bakkavör Chile SA 100%<br />

Bakkavör Danmark A/S 100%<br />

3.<br />

Intangible assets<br />

Intangible assets consist of capitalised development cost and goodwill resulting from from premiums paid for shares in<br />

subsidiaries. Product development costs entered as assets during the year amounted to GBP 55,604.<br />

Restated costs 1/1 103,294,649<br />

Additions in 2002 55,604<br />

Exchange rate adjustments (35,305)<br />

Amortization in 2002 (486,239)<br />

Book value 31/12 102,828,709<br />

4.<br />

Tangible assets<br />

Real estate Vehicles Equipments Total<br />

Restated cost 1/1 10,347,345 737,754 32,102,843 43,187,942<br />

Depreciation 1/1 (2,966,766) (358,236) (19,579,897) (22,904,899)<br />

Book value 1/1 7,380,579 379,518 12,522,946 20,283,043<br />

Exchange differences 357,806 35,837 195,198 588,841<br />

Purchased in 2002 5,881,669 108,864 10,016,171 16,006,704<br />

Sold in 2002 (102,399) (77,088) (3,601) (183,088)<br />

Depreciated 2002 (564,029) (142,061) (2,221,500) (2,927,590)<br />

Book value 31/12 12,953,626 305,070 20,509,214 33,767,910<br />

The insurance value of tangible assets at the end of year is GBP 95.7 million.<br />

Figures in GBP


Notes to the Consolidated Financial Statements<br />

5.<br />

Depreciation<br />

6.<br />

Depreciation of intangible assets note 3 486,239<br />

Depreciation of fixed tangible assets note 4 2,927,590<br />

3,413,829<br />

Shareholdings<br />

Par value Book value<br />

Shares in associates:<br />

Pesquera Isla Del Rey in Chile 42.07% share 468,648<br />

468,648<br />

53<br />

Shareholdings in other companies:<br />

Roskilde Bank 1,755 14,604<br />

Búnadarbanki Íslands hf 29 54<br />

SÍF hf. 451 451<br />

Frumherji hf. 183 183<br />

Fiskmarkadur Sudurnesja hf. 141 141<br />

Fiskmarkadur Íslands hf. 258 258<br />

15,691<br />

7.<br />

Inventories<br />

Insurance value of goods at the end of year is GBP 13 million.<br />

8.<br />

Equity<br />

Capital stock is registered in Icelandic króna and is 1,521,054,749 Icelandic króna as required by the articles of association.<br />

At the end of year, the company’s own shares amounted to 1,154,000 Icelandic króna.<br />

Total capital stock at end of year according to the annual accounts was GBP 10,191,058 as follows.<br />

Total capital stock 10,198,793<br />

Own shares (7,735)<br />

10,191,058<br />

Equity is further differentiated as follows:<br />

Capital stock Reserve Other Total<br />

fund equity<br />

Balance brought forward 10,151,980 35,757,055 1,002,801 46,911,836<br />

New capital stock 39,078 226,653 265,731<br />

Exchange rate adjustments 491,554 491,554<br />

Net income 10,941,491 10,941,491<br />

10,191,058 35,983,708 12,435,846 58,610,612


Notes to the Consolidated Financial Statements<br />

9.<br />

Subordinated convertible loan<br />

A subordinated convertible loan is owed to financing institutions. The loan is in GBP, with the balance amounting to<br />

GBP 15,923,077 at year-end 2002. The loan is payable in 2009. In 2001-2005, the lenders can convert the loan to share<br />

capital, at a rate of 20% of the loan’s principal each year.<br />

54<br />

10. Deferred income tax liability<br />

Changes in the tax liability during the year are as follows:<br />

Income tax liability at the beginning of 2002 720,786<br />

Exchange rate adjustments (19,249)<br />

Income tax levied in 2003 (3,092,752)<br />

Computed income tax for the year 2002 4,061,937<br />

Income tax liability at the end of year 1,670,722<br />

11.<br />

Long-term liabilities<br />

Long-term liabilities are as follows:<br />

Indexation and denomination<br />

GBP 69,855,874<br />

EUR 273,260<br />

USD 85,598<br />

CHF 32,709<br />

JPY 27,941<br />

70,275,382<br />

Annual maturities on the company’s long-term liabilities were as follows:<br />

2003 8,690,543<br />

2004 11,156,880<br />

2005 11,093,505<br />

2006 12,531,735<br />

2007 12,502,719<br />

2008 14,300,000<br />

70,275,382<br />

12. Taxes<br />

Taxes on taxable income to be paid in 2003 have been calculated and entered in the annual accounts and amount<br />

to GBP 1.6 million. Pre-paid taxes have been deducted in the balance sheet.<br />

Figures in GBP


Notes to the Consolidated Financial Statements<br />

13. Mortgages and commitments<br />

According to a loan agreement with Bank of Scotland, all the company’s fixed assets, including shares in subsidiaries,<br />

and the company’s liquid assets, including stocks and receivables, are put up as security for the company’s debts to the<br />

bank at any given time. The balance of the debt amounted to GBP 74.8 million at year-end.<br />

14. Financial expenses<br />

55<br />

Financial expenses are as follows:<br />

2002 2001<br />

Interest income and exchange rate adjustments 1,477,088 389,423<br />

Interest expenses and exchange rate adjustments (5,433,781) (1,489,383)<br />

Calculated inflation adjustment 0 415,869<br />

(3,956,693) (684,091)<br />

15. Loss on discontinuance of Bakkavör Polska<br />

The operations of the subsidiary Bakkavör Polska have now been ceased. This decision was a result of the extremely<br />

difficult situation in the Polish food market and the fact that the nature of operations was no longer compatible with the<br />

Group’s strategy. Cost of settling all outstanding claims with suppliers and other creditors in Bakkavör Polska, including<br />

redundancy payments to the entire staff amounted to GBP 433,000.<br />

16. Other matters<br />

The company has purchased a work stoppage insurance to the amount of GBP 62.5 million.<br />

The company has made rental agreements in the United Kingdom and Denmark, with the remaining period being up to 24 years.<br />

Payroll and related expenses<br />

2002 2001<br />

Payroll 32,426,323 4,925,269<br />

Related expenses 6,485,265 982,035<br />

38,911,588 5,907,304<br />

Average number of employees (full time equivalent) 1934 408<br />

Salaries paid to the Group management amounted to GBP 661,000.


Bakkavör Group hf.<br />

Ársreikningur 2002<br />

íslenskur útdráttur


Rekstrarreikningur ársins 2002<br />

2002 2001<br />

58<br />

Rekstrartekjur<br />

Seldar afur›ir 18.269.012.662 6.105.439.102<br />

A›rar rekstrartekjur 17.646.731 8.938.704<br />

18.286.659.393 6.114.377.806<br />

Rekstrargjöld<br />

Framlei›slukostna›ur 12.229.085.914 4.458.787.646<br />

Annar rekstrarkostna›ur 2.937.687.677 719.027.305<br />

Afskriftir 466.977.669 301.591.685<br />

15.633.751.260 5.479.406.636<br />

Rekstrarhagna›ur 2.652.908.133 634.971.170<br />

Fjármunatekjur og (fjármagnsgjöld) samtals (541.236.036) (101.929.599)<br />

Hagna›ur fyrir skatta 2.111.672.097 533.041.571<br />

Tekjuskattur<br />

Tekjuskattur (555.632.362) (151.471.930)<br />

Hagna›ur af reglulegri starfsemi 1.556.039.735 381.569.649<br />

Aflag›ur rekstrarfláttur Bakkavör Polska (59.353.181) 0<br />

Hagna›ur 1.496.686.554 381.569.649<br />

Fjárhæ›ir í íslenskum krónum


Efnahagsreikningur 31. desember 2002<br />

Eignir<br />

Fastafjármunir<br />

31. 12. 2002 31. 12. 2001<br />

Óefnislegar eignir<br />

Langtímakostna›ur 51.474.624 84.308.881<br />

Vi›skiptavild 14.014.464.480 15.306.593.784<br />

14.065.939.104 15.390.902.665<br />

Varanlegir rekstrarfjármunir<br />

Fasteignir 1.771.926.501 1.099.706.239<br />

Flutningatæki 41.730.525 56.548.143<br />

Vélar og áhöld 2.805.455.383 1.865.918.968<br />

4.619.112.409 3.022.173.350<br />

Áhættufjármunir og langtímakröfur<br />

Eignarhlutar í hlutdeildarfélögum 64.106.360 83.534.022<br />

Eignarhlutir í ö›rum félögum 2.146.372 162.183<br />

66.252.732 83.696.205<br />

59<br />

Fastafjármunir 18.751.304.245 18.496.772.220<br />

Veltufjármunir<br />

Vörubirg›ir<br />

Hráefni og umbú›ir 1.346.284.171 1.169.228.966<br />

Afur›ir 265.149.769 249.462.540<br />

1.611.433.940 1.418.691.506<br />

Skammtímakröfur<br />

Vi›skiptakröfur 2.563.772.349 2.302.856.661<br />

A›rar skammtímakröfur 604.756.250 443.027.485<br />

3.168.528.599 2.745.884.146<br />

Handbært fé<br />

Bankainnstæ›ur 188.796.737 1.230.347.209<br />

188.796.737 1.230.347.209<br />

Veltufjármunir 4.968.759.276 5.394.922.861<br />

Eignir 23.720.063.521 23.891.695.081


Efnahagsreikningur 31. desember 2002<br />

Eigið fé og skuldir<br />

31. 12. 2002 31. 12. 2001<br />

60<br />

Eigið fé<br />

Hlutafé 1.394.034.824 1.514.676.002<br />

Varasjó›ur 4.922.211.417 5.334.954.663<br />

Anna› eigi› fé 1.701.099.374 149.617.972<br />

Eigi› fé 8.017.345.615 6.999.248.637<br />

Víkjandi breytanlegt lán 2.178.117.703 2.375.723.088<br />

Skuldbindingar<br />

Tekjuskattsskuldbinding 228.538.063 107.397.130<br />

Skuldbindingar 228.538.063 107.397.130<br />

Skuldir<br />

Langtímaskuldir<br />

Lán vi› bankastofnanir 9.612.969.504 11.301.154.195<br />

9.612.969.504 11.301.154.195<br />

Næsta árs afborganir (1.188.779.377) (717.430.267)<br />

8.424.190.127 10.583.723.928<br />

Skammtímaskuldir<br />

Næsta árs afborganir langtímaskulda 1.188.779.377 717.430.267<br />

Skuldir vi› lánastofnanir 739.895.332 840.906.344<br />

Reikna›ir skattar ársins 214.590.133 436.416.575<br />

A›rar skammtímaskuldir 2.728.607.171 1.830.849.112<br />

4.871.872.013 3.825.602.298<br />

Skuldir og skuldbindingar 13.524.600.203 14.516.723.356<br />

Eigi› fé og skuldir 23.720.063.521 23.891.695.081<br />

Fjárhæ›ir í íslenskum krónum


Sjóðstreymi ársins 2002<br />

2002 2001<br />

Rekstrarhreyfingur<br />

Hagna›ur ársins 1.496.686.554 381.569.641<br />

Rekstrarli›ir sem ekki hafa áhrif á fjárstreymi<br />

Afskriftir 466.977.669 301.591.685<br />

Ver›breytingafærsla 0 (61.964.255)<br />

Ver›bætur og gengismunur (4.084.823) 22.642.329<br />

Söluhagna›ur (2.597.505) 4.205.696<br />

Tekjuskattsskuldbinding-breyting 132.574.816 (25.216.249)<br />

Hlutdeild í hagna›i hlutdeildarfélaga (201.629) (5.896.552)<br />

Veltufé frá rekstri 2.089.355.082 616.932.295<br />

61<br />

Breytingar á rekstrartengdum eignum og skuldum<br />

Vörubirg›ir (166.901.583) 284.393.968<br />

Skammtímakröfur (520.896.046) (616.079.364)<br />

Skammtímaskuldir 462.794.494 (203.048.081)<br />

Handbært fé frá rekstri 1.864.351.947 82.198.818<br />

Fjárfestingahreyfingar<br />

Fastafjármunir (2.172.118.367) (246.122.326)<br />

Hlutabréf 0 (17.079.861.430)<br />

Fjárfestingahreyfingar (2.172.118.367) (17.325.983.756)<br />

Fjármögnunarhreyfingar<br />

Skuldir vi› lánastofnanir (35.952.242) (1.139.366.713)<br />

N‡jar langtímaskuldir 0 11.564.246.136<br />

Víkjandi lán 0 2.375.723.088<br />

Afborganir langtímaskulda (633.903.463) (1.179.794.604)<br />

Greiddur ar›ur 0 (99.663.182)<br />

Innborga› hlutafé 36.349.343 5.849.250.445<br />

Fjármögnunarhreyfingar (633.506.362) 17.370.395.170<br />

(Lækkun) hækkun handbærs fjár (941.272.782) 126.610.232<br />

Handbært fé frá keyptum félögum 0 778.332.679<br />

Handbært fé í upphafi árs 1.130.069.519 325.404.298<br />

Handbært fé í lok tímabils 188.796.737 1.230.347.209

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