Fishery Products International Ltd.: A new Challenge 1 Prepared by



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COMPETITION


Seafood Products

In addition to raw material competition, FPI faces direct product competition from other seafood products and seafood brands. Significant competitors are established companies offering full product lines of groundfish and shellfish and serving many or all levels of the food service industry, including food service, industrial, retail, and so on. Alternatively, some serve many segments but also target niche markets. Branding is important, and seafood companies generally distribute and market their own recognized brands. All maintain rigorous quality standards, frequently citing their adherence to the Hazard Analysis Critical Control Point (HACCP) systems. Originally developed by the Pillsbury Company to provide safe food for American astronauts, the HAACP systems integrate inspecting food production at different levels of processing rather than simply at the end product and are designed to improve quality output (Seafood Industry Profile, 1997).


Because many seafood competitors are privately held, availability of comparative financial information is limited. Several of FPI’s competitors are involved in the e-commerce alliance and include firms such as US-based American Seafoods Group (ASG), Frionor, an ASG Company, Pacific Seafood Group, and Canadian-based firms Clearwater and the Barry Group. These firms (Exhibit 5) offer complete lines of seafood products that generally include primary processed and valued added products. For example, Clearwater delivers lobster, crab, sea scallops, Canadian cold-water shrimp and value-added products. Value-added products include primary processed seafood products that have been further processed through the addition of non-seafood products such as batter, stuffings and sauces (Clearwater, 2000). Frionor (“Frozen Of the North”), an established Norwegian-based firm owned by privately-held American Seafoods Group, produces frozen fish fillets and value-added seafood products, primarily from groundfish such as pollock. Under the Frionor brand, products include Ocean Cuts & Crunch products such as Tortilla Crunch (Frionor, 2000).

Exhibit 5: FPI Competitors

All Revenue, Asset and Income Figures are in 000’s

Firm1

FPI Ltd.

High Liner Foods

Sanford Limited

SIF Ltd.

IFPC Plc.

Headquartered

Canada

Canada

New Zealand

Iceland

Iceland

Revenue

708,911

302,392

265,555

675,982

760,125

Net Income

10,026

(4,067)

40,740

850

(3,731)

Total Assets

314,412

219,901

297,979

436,903

381,425

Current Ratio

3.32

1.68

1.25

1.14

1.14

Cost of Goods Sold/Revenue

0.89

0.74

Not Published

0.89

0.87

ROE (After Taxes)

6.14%

(0.06)%

18.4%

0.01%

(6.28)%

ROE (Before Taxes)

9.00%

(0.05)%

22.0%

N/A2

N/A3

Earnings per Share

0.66

(0.56)

0.41

0.03

(0.12)

Ownership/ Shareholders

Maximum of 15% of shares per shareholder

No Restrictions (2 shareholders own in aggregate over 50%)4

2547 shareholders;

no maximum evident

(1 shareholder has 37%)


1964 shareholders; maximum of 10% of shares/shareholder

N/A

Subsidiaries & Associates

4

3

18

23

6

Number of Employees

3000

1500

13005

1700

1300

Al l figures in Canadian $ with Sanford, SIF and IFPC foreign exchange conversions using nominal rate as of January 1, 2000.

With the exception of Notes 4 and 5, all data is from corporate web sites

  1. All figures shown are on a consolidated basis for 1999.

  2. SIF experienced an operating loss; i.e., net income before financial items was $1, 916 CDN, but SIF was able to show net income due primarily to the gain on asset sales and income tax carry forwards.

  3. Write-offs, e.g. sale of Russian operations

  4. Milton, C. E. (2000). Corporate Secretary & Treasurer, High Liner Foods, Email communications, July 26. .

  5. Barratt, E. (2000). Director, Sanford Ltd., Email communication, July 25.

  6. Websites are: www.fpil.com; www.highlinerfoods.com; www.sanford.co.nz; www.sif.is; www.icelandic.is.

Publicly-held competitors include Sanford Limited, SIF Limited, High Liner Foods Inc. and Icelandic Freezing Plants Corporation (IFPC) Plc. Through its 18 subsidiaries, associate companies in four countries and 1500 employees, the Sanford group is vertically integrated, both harvesting and processing a wide range of seafood products with its primary fillet products coming from whitefish species like hoki. New Zealand’s largest aquaculture company, Sanford exports primarily to Europe (31% of sales) followed by North and South America (23%). The company credits success in the US market to its consistent quality and supply (Sanford Limited, 2000).


Headquartered in Iceland and with 10 subsidiaries, IFPC Plc. is a global, vertically integrated firm, offering over 40 species primarily harvested near Iceland. Primary customers include large supermarkets, distributors, wholesalers, and restaurants and food processors in Europe, USA and Asia (IFPC Plc., (d), 2000). The company sells whole frozen fish, fillets and fillet portions, shellfish and a wide variety of convenience products. They are committed to customer-centred product development.
Canadian-based High Liner Foods Ltd. (former National Sea Products) is the largest Atlantic Canadian supplier of fresh groundfish to the U.S. Market (High Liner Foods, 2000). It processes and markets seafood and frozen pasta products under High Liner® and other brands and is strongly positioned in the retail frozen seafood market. The company operates in Newfoundland, Ontario and the US and employs 1500 people. Like FPI, it is vertically integrated, harvesting about 11,000 tonnes of seafood each year from Nova Scotia to Labrador. Though processing facilities featuring flowline technology operate at about 41% capacity, it procures most of its raw material internationally.
Non-seafood Products

Certain non-seafood products that are typical alternatives to seafood also impact seafood consumption (Exhibit 6). In 1999, the per capita consumption of value-added seafood dropped from that of 1998 due to competition from lower-priced poultry and pasta. Rising seafood costs are at least partially passed on to the end consumer, which can make seafood products less competitive with substitute poultry and pasta products. Rising costs led FPI to increase prices in the past two years, though it managed to work with customers to minimize the price increases and maintain market position.



Exhibit 6: Product Substitutes for Fish


Nutritional Information (per 100 g servings)




Protein (g)

Cholesterol (Mg)

Saturated Fats (g)

Total Fat (g)

Calories

% Calories From Fat

Fish

22.9

47

0.104

0.81

105

6.9

Poultry

31.0

85

1.000

3.50

165

19.5

Pork

29.3

86

3.400

9.70

212

41.0

Source: American Beefalo International. All figures taken from the USDA Nutrient Database for standard release 11 (September 1996)
Even with price increases, world wide per capita consumption of seafood products continues to increase, indicating seafood is becoming a voluntary dietary choice due to its nutritional value (Exhibit 7). As well, with disposable incomes increasing around the world, consumers have greater purchasing ability for traditionally more expensive seafood products (Sanford Limited, 2000). In Europe, there is a concern that changes to the European Community’s Common Agricultural Policy will reduce livestock production costs and hence the price of poultry and pork. This may make seafood exports to Europe less competitive (Seafood Industry Profile, 1997).


Exhibit 7: Nutritional Facts About Seafoods

Low in fat

Low in cholesterol

Low in calories

A source of Polyunsaturated Fats and Omega - 3 Fatty Acids - believed to actively fight cholesterol build up and reduce the risk of heart disease.

High in Protein

Low in Sodium

Lower in fat than most other protein choices like meat or chicken

Easily chewed and digested by the body



Source: Data from www.clearwater.ca

FPI LTD.
PRODUCTS AND MARKETING

To compete in its key markets, FPI maintains sales offices in Canada (St. John’s, Montreal, Toronto, Calgary and Vancouver), the United States (Danvers, Massachusetts and Seattle, Washington), Reading, England and Cuxhavin, Germany and a brokerage and distribution network throughout North America and Europe (Exhibit 8). Integrated information systems keep employees around the world connected. For example, sales staff can log onto the company’s intranet site to gather product nutritional and ingredient information.


FPI produces and markets primary and secondary-processed seafood products including cold water shrimp, snow crab, sea scallops, cod, flounder, sole, redfish, pollock, Greenland halibut, haddock and capelin (FPI Ltd.(c), 2000). It also markets black tiger and warm water farmed shrimp, king crab, farmed scallops, North Atlantic lobster, salmon and sea bass, for which it earns commission income. These products are sourced from North America, Southeast Asia, South America and Europe. FPI is also the exclusive distributor of crab products from Atlantic Queen Seafood, a group based in Atlantic Canada and Quebec. Exhibit 9 details FPI’s product range.
FPI sells primarily to wholesale and foodservice markets, including family restaurants, airline caterers, warehouse clubs, and major grocery chains. It is the leading supplier of seafood to the North American foodservice market and Canada’s private label (e.g., President’s Choice) retail sector, and a leading supplier in marketing cold-water shrimp and snow crab in Europe, North American and Asia. With three-quarters of its value-added groundfish and shrimp products going to the North American foodservice market (mainly in the US) the remaining 25% is bought by the retail and club store industry sectors in the US, Canada and Switzerland. Switzerland is currently the only tariff-free European country for Canadian seafood exports (FPI Ltd.(c), 1999).
Regularly awarded by industry associations and independent trade organizations recognizing sales and marketing excellence, FPI recently received several supplier awards from North America’s largest independent foodservice distributor, several national restaurant chains and North America’s largest retail chain, US-based supermarket grocery retailer Kroger Company (Kavanagh, 2000 & FPI Ltd. (c), 1999). Recently awarded one of four Newfoundland Export Awards partly sponsored by the Alliance of Manufacturers and Exporters (Doyle, 2000), the company maintains product innovation through a full-time staff of food scientists and food technologists.

Exhibit 8: FPI’s Organizational Structure





Source: Kavanagh (2000)
Exhibit 9: FPI’s Product Range

Brand

Products

Producer

FPI (e.g. FPI Ice Shrimp, Thaw ‘n Eat Seafood Medley)

North American groundfish (flounder, redfish, cod) and shellfish (cold water shrimp, crab, scallops)

FPI

Mirabel (e.g. Catch of the Day family of shellfish)

Premium, specialty products; easy to serve and versatile.

FPI

Luxury, Atlantic Queen and Classic

3 “quality lines of shellfish” from Atlantic Queen. Snow Crab, Rock Crab, Atlantic Crab

Atlantic Queen Seafoods

Clear Springs Idaho Rainbow Trout

Rainbow Trout

Clear Springs

Freshwater Fish

White Fish fillets, White Fish, Pickerel fillets, dressed Lake Trout, Northern Pike fillets, dressed Tullibee

Freshwater Fish Marketing Corporation

Acadian Supreme

Atlantic Lobster – boiled and tinned meat

Acadian Fisherman’s Co-op

Hillman

Oysters

Hillman Oyster Co.

Source: FPI Ltd.(b) (2000).



“Our innovative value added product line presents foodservice, retail and industrial customers with a wide range of species, shapes, coating systems and portion sizes that are tailored to their plate coverage, flavor, plate presentation, preparation time and price needs. At Fishery Products International we strive to differentiate our product lines, allowing our customers to benefit from the competitive advantages of dealing with a reliable, innovative and quality driven supplier of exciting seafood concepts” - FPI Ltd., 1999 Annual Report

FPI has developed a strong reputation for quality and brand leadership through new primary products such as FPI Ice Shrimp and the reintroduced FPI flounder. The fact that customers request FPI by name reflects a strong customer commitment and brand loyalty. To fully incorporate customer’s needs into product design, FPI’s development staff will often act as an “extension” of the customer’s menu development department, combining efforts to generate new process concepts and value-added products, such as Italian Style Mussels and Thaw‘n Eat Seafood Medley. Such value added products typically generate over 15% of sales (FPI Ltd.(c), 1999).




“Our focus is on building long-term relationships in which we work with our customers in sourcing raw material and developing new products for their customers/menus. A good reputation can go along way in attracting new business and maintaining existing customers.”

Kavanagh, 2000

A serious challenge for all large seafood companies is that large customers such as McDonalds’s, Price Club and Red Lobster demand top quality and excellent service and are price sensitive. Consequently, while customers tend to be somewhat flexible regarding price if they are assured of a stable and quality supply, there is a price point beyond which buyers will switch to other seafood companies or seafood products, or to substitute products such as chicken and pork (Kavanagh, 2000).


OPERATIONS

FPI harvests, procures, produces and markets seafood through three operations - primary processing, value-added processing and seafood trading. Primary processing includes sourcing and processing groundfish (such as cod, flounder, and turbot) and shellfish (such as cold-water shrimp, snow crab and sea scallops) into ready-to-market products or for further value-added processing. All primary processing is done in Atlantic Canada through nine processing plants. One issue for FPI is what to do with some of its extra capacity. For example, could the batter currently being used on fish be effectively used on other products such as chicken and produced in one of the state-of-the-art plants that operate only part of the year?


Value-added or secondary processing involves sourcing, processing and marketing groundfish, shrimp and other shellfish that is “secondary processed.” In other words, FPI increases the value of the primary processed products by adding non-seafood ingredients such as batter, stuffings and sauces (FPI Ltd.(c), 1999). FPI’s value-added processing plant in Burin, Newfoundland primarily serves its Canadian market while its Danvers, Massachusetts plant primarily serves the US market. The company’s seafood trading business involves brokering internationally-sourced seafood products, primarily warm water shrimp, representing about 60% of seafood trading sales in 1999; and king crab, lobster, scallops, salmon, sea bass, cold water shrimp and other shellfish and groundfish. Each of these accounted for at most 8% of trading sales in 1999. An interesting question for the operations group in FPI is how to increase the current level of integration between the operations group and the marketing group. This is important as the former is cost driven and the latter is revenue driven. More integration could mean that plants which are now treated as cost centers may be able to operate as profit-driven centers. At the moment, the plants appear to be given little, if any information, on the revenue generating effect of what they produce.
QUALITY ASSURANCE

A strong reputation for quality seafood products is the result of quality assurance practices and processing facilities that continually meet or exceed the Canadian Food Inspection Agency’s (CFIA) regulatory requirements. In addition, FPI is periodically audited by the CFIA, the US Food and Drug Administration, US Department of Commerce and of course, customers (FPI Ltd.(d), 1999). FPI’s Quality Management Programs are based on the principles of HCAAP and many importers, such as US companies, accept seafood products only from foreign suppliers using a HACCP system.
PROCUREMENT

In addition to using 12 groundfish vessels, five sea scallop vessels and one shrimp vessel to harvest seafood species off Newfoundland and Nova Scotia and purchasing raw material from more than 3000 independent Newfoundland fishers, FPI procures over 25 seafood species in over 30 countries. Vertically integrated, FPI can reduce volatility in raw material costs and secure a certain volume of supply, however environmental or natural conditions are beyond its control. In the past, ice conditions off the coast of Newfoundland and Labrador has delayed the fishery. Furthermore, quotas restrict FPI’s catch. As in many industrialized countries, Canada’s fisheries are managed under a quota system, where quota licenses provide harvesters with a “quasi-property right” to harvest certain amounts of fish. Processing licenses are also required for each species. Since the government relaxed a freeze on crab processing licenses in 1996, the number of licenses has increased from 19 to 36, all owned by 16 different companies (Government of Newfoundland, 1998). Although a company may purchase a license, it may choose not to use it if supply is not available or processing is not economically viable.


Primary processed shellfish has become an increasingly important business for FPI. Cold-water shrimp resources off Newfoundland are the world’s largest (FPI Ltd. (c), 1999) and as with other stock, the Department of Fisheries and Oceans (DFO) controls the “Total Allowable Catch” or TAC as it is known in the industry, of cold-water shrimp. The TAC for shrimp off the northeast coast of Newfoundland and southern Labrador has increased by 166% since 1995 to 108,300 tonnes. This is divided between the inshore (small vessel) and offshore fisheries, with the inshore harvesters’ quota having increased from 3500 tonnes in 1996 to 47,400 tonnes in 1999. The Newfoundland Government requires that all of the inshore catch be processed (“cooked and peeled”) in the province.
FPI sources cold water shrimp from 2 main sources: purchases from independent inshore harvesters and frozen-at-sea landings from its fishing vessel, the Newfoundland Otter. FPI is Newfoundland’s largest cold-water shrimp processing company and its 1999 supply was 16,100 tonnes, of which the NF Otter harvested 4,700 tonnes. Of the 4,700, over 80% was produced in “shell-on market-ready form” for European and Asian customers while the remainder was processed at two FPI plants. In 2000, FPI’s total supply of shrimp was expected to be nearly 18,000 tonnes. By offering competitive prices and service, FPI purchased 9,300 tonnes of snow crab in 1999. While the TAC for snow crab has increased by 95% since 1995, quotas are expected to decrease in 2000 due to recommendations based on scientific data. FPI’s main competitive region for snow crab is Alaska and market prices are expected to remain constant.
Meanwhile, sea scallops are sourced off Nova Scotia using five offshore sea scallop vessels. In 1999 FPI was awarded 17% of the 5,350 TAC. Due to an increase in sea scallop resources, FPI’s quota is expected to increase by 20% and market prices are expected to drop in the US, Canada and Europe.
Groundfish including cod, greysole, and yellowtail flounder come from FPI’s offshore groundfish fleet and independent inshore fishers. Although the government has slowly increased cod quotas from the early 1990’s, some scientists indicate stocks are not rebuilding and recommend quota reductions from an already low 30,000 tonnes (Hamilton, 2000).
TEAMWORK AND INNOVATION

The company employs 3400 people worldwide, with 3000 in Atlantic Canada. FPI credits its successes to employee commitment and teamwork, particularly through challenging industry times. The company has co-packing arrangements in shrimp processing plants in Thailand, Ecuador, Indonesia, and Mexico; at fish processing facilities in Norway and Chile; aquaculture farms and secondary processing plants in China. The company has sales offices the US, Europe and Canada. There is low turnover among staff and executive management, a reflection of the company’s commitment to employees. During an attempted takeover bid in November 1999, the company regularly advertised in local newspapers to publicly praise employees’ work and dedication. On December 10, 1997, FPI appointed its first female plant manager when Angela Bugden became the plant manager of FPI’s Riverport, Nova Scotia scallop harvesting operation. She is also responsible for the five scallop trawlers and the refit yard for the trawlers. Over the last three years, FPI has also invested in teamwork training for the plant management teams at its two state-of-the-art shrimp plants and has done so in partnership with the Center for Management Development at Memorial University of Newfoundland. A problem that FPI must contend with in building teams in their plants is the close interpersonal relationships among members of the plant management team, plant employees and the fishers who supply the plants. These close interpersonal relationships negate the sharing of sensitive cost information as it may be used in subsequent negotiations between FPI and the unions representing employees and FPI and the association representing the fishers.


Trawlerworkers, plant workers and fishers are unionized through the Fishermen, Food and Allied Workers (FFAW) or the Canadian AutoWorkers (CAW). The company enjoys a positive relationship with its employees, the communities in which it operates as well as with union representatives, which was particularly evident during the takeover bid. This relationship is largely due to Young, whose negotiating abilities extend beyond his company’s doors. As a special mediator for a 1994 labour dispute between Newfoundland teachers and the provincial government, he is credited with prevented a bitter strike.


“Teamwork and innovation have been the heart and soul of our success.”

“While seafood is our business, people are our strength.”



Vic Young, 1999 Annual Report


INNOVATION AND ENVIRONMENTAL AWARENESS

FPI believes in “quality, honesty, teamwork and innovation and continually invests in its primary and secondary processing operations to remain competitive, having invested over $65 million since 1995 (FPI Ltd. (a), 2000). Spending $11 million to convert a groundfish plant and $6 million for new flow line processing technology in its largest primary processing facility, it has two “state-of–the-art” shrimp plants and a world-class primary processing facility. It has made significant investments in new technologies such as automated weighing, packaging and freezing technologies that have improved efficiency in its two value-added plants. All of these investments are considered vital to remaining competitive and meeting customers’ changing needs.

The company also remains committed to sustainable resource management, as evidenced by its Environmental Monitoring Committee that monitors operational practices to ensure regulatory compliance and sound environmental policies. The company has partnered with the Marine Institute at Memorial University of Newfoundland to research and develop leading and sustainable harvesting processes and Memorial University to research in oceanography and fish conservation. As well, it has worked with the Federal Government’s Department of Fisheries and Oceans to gather scientific resource data allowing for more accurate allocation of quotas. In 1999, the company pioneered the use of groundfish seining technology reducing unwanted by-catches and unwanted contact with the ocean floor.
PERFORMANCE

In the early 1990’s, the company struggled through severe industry supply shortages and recorded provisions of $65 million and $20 million in 1992 and 1993 respectively (Appendix A). With the exception of losses in 1995 due to lower groundfish and scallop quotas, a drop in crab prices, and poor US and Mexico market conditions; profitability has slowly improved. In the past five years, both operating and net margins have remained relatively stable and income per share has slowly climbed (Exhibit 10). Accounting for a special charge of nearly $1 million relating to the takeover bid, the company still recorded a profit of $10 million in 1999 and for the first time in 11 years paid shareholders a dividend.


In the past few years, FPI shifted its focus from sales to margin growth and these higher margins led to a $9 million increase in gross profit and a gross margin increase of nearly one percent. As Exhibit 11 shows, both US and Canadian earnings have generally trended up, noting the significant drop in US sales in 1998. That year, FPI focused on margins rather than sales volume - as warm water traded shrimp margins were relatively low and extremely volatile (Kavanagh, 2000).
Canadian domestic sales have grown 19% over 1995, a reflection of increased crab quotas and production (Exhibit 12). Over the same period, US domestic sales have risen just under 2.5%, with slow growth attributed to intense competition from lower-priced poultry and pasta products (Kavanagh, 2000). Exhibits 13 and 14 and Appendix B highlight sales information segmented by line of business and date back to 1996, when the company began capturing and publicizing this data. An increase in both the value added and primary processing lines of business reflects stable groundfish sales and a significant growth in shellfish sales, which have more than doubled since 1996. Sales of primary seafood products such as cold-water shrimp, snow crab and sea scallops increased over 23% to $217 million in 1999. Primary groundfish sales also increased over $8 million in 1999. This was primarily because more groundfish was sourced internally rather than internationally. Commission sales on shellfish have steadily declined by nearly 8% over the four-year period.
Exhibit 10: Net Income per Share, Operating Margins and Profit Margins, 1990 to 1999




1999

1998

1997

1996

1995

Weighted net income per share

0.66

0.55

0.51

0.37

-0.20

Operating margin

11.16%

10.19%

9.66%

9.30%

8.29%

Net margin

1.41%

1.24%

1.21%

.92%

-.51%




1994

1993

1992

1991

1990

Weighted net income per share

0.85

-0.94

-4.10

-0.02

0.72

Operating margin

10.82%

9.00%

10.24%

12.37%

13.93%

Net margin

2.09%

-2.56%

-11.40%

-.05%

2.20%


E
xhibit 11: Profit (Loss) by Geographic Region


Source: data from FPI Ltd. Annual Income Statements
E

xhibit 12: Canadian and US Domestic and Export Sales


Source: data from 1999 Annual Financial Statements

Exhibit 13: Segmented Sales*










1999

1998

1997

1996

Primary processing




%

%

%

%

Groundfish







9.9

9.1

8.6

9.8

Shellfish







20.0

15.5

10.7

10.3

Value-Added processing
















Groundfish







24.1

23.5

21.8

20.4

Shellfish







7.6

8.6

8.5

7.2

Seafood trading



















Shellfish







28.3

30.9

38.6

35.6

Source: data from FPI Annual Financial Statements, 1996-1999

*Note: Inclusion of “Other” sales brings annual sales totals to 100%
E

xhibit 14: Segmented Annual Revenue in 1996 and 1999


Source: Data from FPI Ltd., 1999 Annual Report
Financial ratios have generally been comparable with industry averages or slightly below industry averages, with debt and liquidity levels remaining strong (Appendix C and Exhibit 15). Like other local seafood companies, FPI finances independent harvesters and secures these by mortgages over vessels. Credit risk is minimized as FPI’s ten major customers contribute less than 30% to sales and no single customer contributes more than 6% (FPI Ltd.(c), 1999). In 1999 the majority of FPI’s combined sales were denominated in USD, creating exposure to changes in the CAD:USD exchange rate. The company maintained natural hedges through operating, costing and borrowing in US dollars (USD) as well as a foreign exchange hedging practices.

“Fishery Products International is committed to maximizing long-term shareholder value.”



www.fpil.com

Overall, share prices have declined since the company’s initial public offer in April 1987 and have ranged between $5-7 over the past five years, with the exception of a price increase during late 1999 because of the hostile takeover bid by NEOS. Daily trading volume is comparatively low, ranging from approximately 61 to 1500 trades versus 20,000 to 200,000 for Nortel (BMO Investorline, 2000) however this does not appear to impact share price (Rowe, 2000). Although EPS has increased each year since 1996 from $.37 in 1996 to $.66 in 1999, the Total Return Index Values chart (Exhibit 16) demonstrates FPI has not afforded shareholders the same return as other food processing companies or the equities market.


Stern Stewart offers an alternative method of corporate valuation through “market value added” or MVA. The greater a company’s MVA, the higher its ranking versus other firms across industries. Nortel Networks Corporation has maintained strong and consistent rankings and created value for its investors while FPI has not (Exhibit 17 and Appendix D). Additionally, both FPI’s and High Liner’s rankings have dropped since 1989. However, as can be seen in Appendix D, both firms’ cost of funds has decreased significantly since the early 1990’s.
Exhibit 15: Comparative FPI and Industry Financial Ratios

Ratio

FPI

Fish & Seafoods Industry

Prepared Fish or Frozen Fish & Seafoods Industry

Gross Margin

10.69%

17.30%

11.00%

Profit Before Taxes2

1.99%

2.60%

1.80%

Current Ratio

2.32%

1.30%

-

ROA before taxes

4.49%

5.30%

4.10%
ROE before taxes

8.65%

-

21.70%

Source: Statistics taken from Robert Morris and Associates (RMA), 1999.



  1. Canada, the US and Mexico have adopted the North American Industry Classification System (NAICS) for industry product classifications, however historical financial data is available only under SIC/ISC codes. SIC codes 5146 (Fish and Seafoods) and 2092 (Prepared Fresh or Frozen Fish & Seafoods) compare with FPI’s NAICS code, 31170.

  2. Data is for companies with USD 25MM and over in revenue.



OWNERSHIP

The Takeover Bid

“We want FPI to become leaders in the global fishing industry… we intend to accomplish this by bringing knowledgeable and experienced fishing-industry investors into the ownership group and by making a substantial infusion of new capital and management support into FPI’s operations.”



Bill Barry, 1999

Source: Mahood, 1999


On November 5, 1999, FPI announced it was the target of an unsolicited takeover bid. In a bid to take FPI private, NEOS Seafoods Inc., a newly formed consortium of three companies from Newfoundland, Nova Scotia and Iceland, offered $9 per share to acquire 100% of FPI’s 16 million outstanding shares (Doyle & Cleary, 1999; FPI Ltd. (e), 1999). This bid was subject to the provincial government and FPI’s shareholders approving removal of the 15 percent ownership restriction. CEO Vic Young promptly responded that the offer was below book value of $10.75 and “extremely low” (Doyle & Cleary, 1999). He pointed out that the FPI Act required any successful bid on FPI to have approval from FPI’s shareholders and the Provincial Government to lift this restriction. The 15% shareholder restriction is known as a “poison pill” and made a significant equity purchase of FPI impossible.



E
xhibit 16: Quarterly Share Price 1987 to 2000 and Total Return Index Values 1994 to 1999


Source: Data taken from the TSE Review, Toronto Stock Exchange, Toronto, ON., 1987-2000





Source: bmoinvestorline.com/QuotesCharts/

Exhibit 17: Comparative MVA Data for Nortel, FPI and Highliner Foods

MVA Ranking

1998

1997

1989

MVA

1998

EVA

1998

Operating Capital – year end

Return on Operating Capital

Cost of Capital

Nortel Networks Corporation

1

1

6

23 369 461

156 402

30 306 396

12.3

11.7

FPI Ltd.

251

270

189

-133 365

-8 967

361 549

4.3

6.9

High Liner Foods Inc.

202

253

85

-26 933

255

281 468

7.0

6.8

Source: Grizzetti, (2000) and www.sternstewart.com. (See Appendix C for a more detailed view of performance as measured by MVA).
Having set the 15 percent ownership cap during FPI’s conversion from a crown to a public corporation in 1987, the Government stated it would not lift this restriction unless the takeover group could show how it could add value to Newfoundland’s economy versus FPI’s shareholders in particular (Doyle & Cleary, 1999). The Government has indicated it would consider lifting the restriction given a “deal specific” acquisition or merger opportunity that is in the best interest of shareholders, from FPI’s point of view and in the best interest of the Province.
During November and December, 1999 FPI and NEOS appealed to shareholders, the public and other stakeholders. To alleviate employee concern, FPI began running ads in Newfoundland newspapers praising employees’ commitment. NEOS ran its own ads highlighting its intention for the new private company. Both unions and several municipalities opposed the takeover and urged the government to maintain the ownership cap (Cox, 1999). Both the FFAW and CAW cited a positive labour relations climate at FPI as a primary reason for objecting to NEOS’ bid and also expressed concern about a concentration of fish-buying power and questioned NEOS’ promises (Whiffen, 1999; FPI Ltd.(f), 1999). FPI also began exploring other options, including an alternative bid from a “friendly partner” (FPI Ltd.(f), 1999). Just a few weeks after the initial bid, the government announced it would not remove the ownership restriction, and NEOS withdrew its offer.
FPI states the two arguments against removing the restriction, concentration of fish-buying power and negative community response are no longer relevant (Editorial, 2000). It supports lifting the restriction in order to develop international alliances and partnerships, which currently cannot be accomplished. FPI also feels there are enough dual-level government restrictions so that ownership restrictions are not necessary. If FPI cannot grow through international partnerships it may become unable to compete with larger firms (Editorial, 2000).
Institutional ownership

Canadian fishing companies are subject to foreign ownership restrictions and must be majority-owned by Canadian interests (Milton, 2000); US companies face similar foreign ownership restrictions. Unlike FPI, it is not uncommon for competitor seafood companies to be majority owned by one or two investors. As well, institutional investors are the primary investors in many seafood companies. For example, ASG is controlled by an investment firm while one shareholder owns 37% of Sanford Ltd. Meanwhile, two corporate investors own over 50% of High Liner’s shares (High Liner Foods, 2000 & Milton, 2000).


Occasionally institutional owners will exert pressure on a company's Board if they disagree with Board decisions. For example, this occurred when investors questioned an executive compensation scheme at Canadian pulp and paper firm, Repap Inc., in 1999 (Editorial, 2000). As of December 31, 1999, two-thirds of FPI's shares were controlled by institutional investors (Exhibit 18). This included mutual funds and pension funds that have the potential to exert pressure on the Board. During the takeover attempt, institutional investors holding over 50% of FPI’s shares requested FPI hold a timely meeting to evaluate NEOS’ proposal and many also lobbied the government to remove ownership restrictions (Willis, 1999). An interesting issue for Young and his senior management team is that this share ownership was dramatically different in July 2000. Sanford still owned 14.7%, Hamblin Watsa owned 14.6% and the Ontario Municipal Employees Retirement Fund still owned 11%. The two other major shareholders had changed and were now IFPC (an Icelandic Seafood Company) and Clearwater (a Canadian Seafood Company). These two major shareholders were partners with the Barry Group in the unsuccessful takeover bid that had been launched in November 1999.
LEADERSHIP AND GOVERNANCE

At 55, Vic Young has led FPI for 16 years. An officer of the Order of Canada, Financial Times’ 1994 CEO of the Year, and the holder of a honourary doctorate from his alma mater, Memorial University, Young started his career with the provincial government in 1968 and became the Deputy Minister of Treasury Board. He stepped down in 1978 and became the chairman and CEO of Newfoundland Hydro. In 1984, he became Chairman, and CEO of Fishery Products International (Smith, 2000). Young is not expected to retire any time soon, however it is not immediately evident who would replace Young or whether he or she would possess Young’s ability to continue building a strong culture and team commitment.


As Chairman, CEO and President, Young is the only management member on FPI’s Board of Directors. The Chairperson of the Human Resources Committee functions as the lead Director overseeing the relationship between the Board and senior management and at each meeting, the Board holds discussion without the CEO in attendance. It is not unusual for senior management to attend Board meetings to present business information.
Board membership is fairly stable with a good mix of long-term members and some newer members. Of the 11 current unrelated members of the Board, seven are from Newfoundland, three are from Ontario, and one is from New Brunswick. Two new Directors were elected to the Board in 1999. Appendix E presents a detailed summary of the current board.


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