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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