AMERICAN SEAFOODS GROUP LLC (Form: 10-K, Filing Date: 04/11/2006)
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SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2006-04-11 | Period of Report: 2005-12-31 SEC Accession No. 0001193125-06-077937 (HTML Version on secdatabase.com) FILER AMERICAN SEAFOODS GROUP LLC Mailing Address Business Address MARKET PLACE TOWER 2025 1ST AVENUE CIK:1174874| IRS No.: 223707647 | State of Incorp.:DE 2025 FIRST AVENUE SUITE 1200 Type: 10-K | Act: 34 | File No.: 333-90436 | Film No.: 06754279 SEATTLE WA 98121 SEATTLE WA 98121 SIC: 0900 Fishing, hunting and trapping 206-374-1520 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-90436 AMERICAN SEAFOODS GROUP LLC (Exact name of registrant as specified in its charter) Delaware 22-3702647 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Market Place Tower 2025 First Avenue Suite 900 Seattle, Washington 98121 98121 (Address of principal executive offices) (Zip Code) Registrants telephone number, including the area code (206) 374-1515 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is well-known seasoned issuer, as defined by Rule 405 of the Securities act Yes ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Large Accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x The registrant does not have a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and there is no public market for the voting stock of the registrant. DOCUMENTS INCORPORATED BY REFERENCE: None Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS PART I Item 1. Business 4 Item 1A. Risk Factors 26 Item 1B. Unresolved Staff Comments 34 Item 2. Properties 34 Item 3. Legal Proceedings 36 Item 4. Submission of Matters to a Vote of Security Holders 37 PART II Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 Item 6. Selected Financial Data 39 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8. Financial Statements and Supplementary Data 62 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 97 Item 9A. Controls and Procedures 97 Item 9B. Other Information 98 PART III Item 10. Directors and Executive Officers of the Registrant 99 Item 11. Executive Compensation 103 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 106 Item 13. Certain Relationships and Related Transactions 108 Item 14. Principal Accountant Fees and Services 110 PART IV Item 15. Exhibits and Financial Statement Schedules 111 SIGNATURES 114 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This annual report includes forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934. All statements other than statements of historical fact are forward-looking statements. Some of the statements under Item 1Business, Item 1ARisk Factors, Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this annual report may include forward-looking statements that reflect our current views with respect to future events and financial performance. Statements that include the words may, estimate, continue, expect, intend, plan, believe, project, anticipate and similar statements of a forward-looking nature identify forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, all forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. We believe that these factors include the following: our high degree of leverage and significant debt service obligations; any future changes in government regulation; the highly competitive nature of the seafood industry; the risk of a significant decline in the market price of our products; the risk of a significant decline in the population and biomass of pollock, other groundfish and catfish stocks in the fisheries in which we operate; the risk that prices at which we purchase catfish remain at high levels or increase; environmental conditions and regulations; the risk of increased litigation against us; the risk of a natural calamity affecting the U.S. Bering Sea or any of our vessels; the risk of foreign currency fluctuations; and other risks that impair our access to and ability to harvest pollock and other whitefish. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. 3 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I Item 1. Business Unless the context otherwise requires, references to we, us, ASG and our refer to American Seafoods Group LLC and its consolidated subsidiaries. Overview We are one of the largest integrated seafood companies in the U.S. in terms of revenues. We harvest and process a variety of fish species aboard our sophisticated catcher-processor vessels, our freezer-longliner vessels and at our land-based processing facilities. We market our products to a diverse group of customers in North America, Asia and Europe. In the U.S., we are the largest harvester and at-sea processor of pollock and Pacific whiting and the largest processor of catfish. Pollock is the worlds highest-volume whitefish harvested for human consumption and accounts for a majority of our revenues. In the U.S., catfish is the basis for a large, commercial aquaculture industry serving major U.S. markets, and according to the Food and Agriculture Organization of the United Nations, or FAO, catfish accounted for approximately 55% of the value of all aquaculture in the U.S. in 2003. In addition, we harvest and/or process additional seafood, including cod, Pacific whiting, scallops and yellowfin sole. We maintain an international marketing network through our U.S., Japan and European offices and have developed long-term relationships with our U.S. and international customer base. We operate in two principal operating segments, at-sea processing and land-based processing. The at-sea processing segment includes the harvesting and processing of pollock, cod, Pacific whiting and yellowfin sole on our vessels while at sea. The land-based processing segment includes the processing of pollock, cod, catfish and scallops at our facilities in Alabama and Massachusetts. We own and operate a premier modern fleet of seven catcher-processor vessels, which average over 300 feet in length and carry crews of 90 to 125 persons. Our catcher-processors are capable of producing between 110 and 150 metric tons of frozen finished product daily. We produce a variety of products at sea, such as pollock roe (fish eggs), surimi (a fish protein paste used in products such as imitation lobster and crabmeat), fillet blocks, headed and gutted fish and fishmeal. We own and operate three freezer-longliners, ranging in length from approximately 125 to 140 feet. These vessels carry an average of 20 crew members and operate in the U.S. Bering Sea/Aleutian Islands Pacific cod fishery, producing headed and gutted cod sold primarily in the European, Asian and North American markets. During 2005, we acquired a catcher vessel, Forum Star, that primarily operates in the cod trawl fishery. We harvest pollock primarily in the U.S. Bering Sea pollock fishery. According to the Marine Conservation Alliance, this fishery is among the largest and most conservatively managed in the world. In 2004, the Marine Stewardship Council, or MSC, completed a comprehensive four year review of the U.S.