Group 1 - SalMar ASA has agreed to purchase Aker Capital AS's 15 percent ownership stake in SalMar Aker Ocean AS for NOK 76 million and one million SalMar shares [1][2] - The transaction values SalMar Aker Ocean AS at NOK 4.33 billion on a 100 percent basis, with SalMar already owning 85 percent of SAO [3] - Following the acquisition, Roy Reite and Trine Sæther Romuld will step down as CEO and CFO of SalMar Aker Ocean AS, with Anders Fjellheim appointed as the new managing director [2][3] Group 2 - SalMar is one of the largest and most efficient salmon producers globally, with operations in Central Norway, Northern Norway, and Iceland, as well as offshore aquaculture through SalMar Aker Ocean [5]

Core Viewpoint - SalMar ASA has issued 716,652 new shares as part of the acquisition of a controlling interest in AS Knutshaugfisk, reflecting the company's strategic growth initiatives in the aquaculture sector [1]. Group 1: Share Capital Increase - The share capital increase related to the issuance of the new shares has been registered, resulting in a new share capital of NOK 33,188,893, divided into 132,755,572 shares, each with a par value of NOK 0.25 [2]. Group 2: Company Overview - SalMar is recognized as one of the largest and most efficient salmon producers globally, with farming operations in Central Norway, Northern Norway, and Iceland, alongside significant harvesting and secondary processing activities [2]. - The company is also involved in offshore aquaculture through SalMar Aker Ocean and holds a 50% stake in Scottish Sea Farms Ltd [2].

Group 1 - The company SalMar ASA has announced the acquisition of a controlling interest in AS Knutshaugfisk, with the transaction settlement involving both cash and the issuance of 716,652 new shares at a subscription price of NOK 559 per share [1] - The board of directors has approved the issuance of the Consideration Shares as part of the transaction settlement, following an authorization registered on 12 June 2024 [2] - After the issuance of the new shares, SalMar's share capital will increase to NOK 33,188,893, consisting of 132,755,572 shares with a par value of NOK 0.25 each [2] Group 2 - SalMar is recognized as one of the largest and most efficient salmon producers globally, with farming operations in Central Norway, Northern Norway, and Iceland, along with significant harvesting and secondary processing operations [3] - The company is also involved in offshore aquaculture through SalMar Aker Ocean and holds a 50% stake in Scottish Sea Farms Ltd [3]

Group 1 - SalMar will present its results for the fourth quarter of 2024 on February 18, 2025, at 08:00 CET at Hotel Continental in Oslo [1] - The presentation will be available via Norwegian webcast at 08:00 CET, with an English recording available from 10:00 CET [2] - Following the main presentation, there will be two group presentations: a physical presentation in Norwegian at 12:00 CET and a digital presentation in English at 14:15 CET [3] Group 2 - Results will be accessible from 06:30 CET on the company's homepage and the Oslo Stock Exchange's page [3] - For further inquiries, Håkon Husby, Head of Investor Relations, can be contacted via phone or email [4]

Core Viewpoint - SalMar ASA has successfully issued a total of NOK 4,350 million in green bonds, indicating a strong commitment to sustainable financing and investment [1]. Group 1: Bond Issuance Details - The bond issuance consists of two tranches: NOK 3,250 million in a 5-year senior unsecured green bond with a floating rate of 3 months Nibor + 1.15% per annum, and NOK 1,100 million in a 7-year senior unsecured green bond with a floating rate of 3 months Nibor + 1.35% per annum [2]. - An application will be made for the bonds to be listed on the Oslo Stock Exchange, with a settlement date set for 30 January 2025 for both tranches [1]. Group 2: Financial Institutions Involved - Danske Bank, DNB Markets, Nordea, and SEB acted as Global Coordinator and Joint Lead Managers for the bond issuance, while Rabobank served as a Joint Lead Manager [2].

Core Viewpoint - The consolidated harvest volumes for Q4 2024 have been reported, indicating a total of 73.8 thousand tons of fish harvested across various regions and companies [1]. Group 1: Harvest Volumes - Farming Central Norway reported a harvest volume of 39.7 thousand tons [1]. - Farming Northern Norway reported a harvest volume of 27.7 thousand tons [1]. - Icelandic Salmon contributed a harvest volume of 6.5 thousand tons [1]. - SalMar Aker Ocean reported a harvest volume of 0 thousand tons [1]. - The total harvest volume for Q4 2024 is 73.8 thousand tons [1]. Group 2: Reporting Schedule - The full Q4 2024 report is scheduled for release on Tuesday, February 18, 2025, at 06:30 CET [1]. - A presentation will be available through a Norwegian webcast at 08:00 CET and an English webcast (recording) at 10:00 CET [1].

Group 1 - Consolidated harvest volumes for Q4 2024 total 73.8 thousand tons, with specific contributions from different regions [1] - Farming Central Norway contributed 39.7 thousand tons, while Farming Northern Norway contributed 27.7 thousand tons [1] - SalMar Aker Ocean reported no harvest volumes, and Icelandic Salmon contributed 1.5 thousand tons [1] Group 2 - The full Q4 2024 report is scheduled for release on February 18, 2025, at 06:30 CET [1] - A Norwegian webcast presentation will follow at 08:00 CET, with an English recording available at 10:00 CET [1]

Core Points - SalMar ASA has established a share-based incentive scheme (Restricted Share Unit Plan) for senior executives and key personnel, encompassing up to 300,000 shares over a three-year duration [1][6] - The purpose of the scheme is to align employees' interests with those of shareholders and to enhance the company's ability to attract and retain staff [2] - Participants will receive Restricted Share Units (RSUs) free of charge, which will convert to shares if predefined performance criteria are met [3] Summary by Sections Incentive Scheme Overview - The RSUP will be funded through existing treasury shares, with SalMar holding 114,554 treasury shares as of December 19, 2024 [1] - The scheme aims to encourage long-term engagement and motivate employees to contribute to the company's success [2] Performance Criteria - The award of RSUs is structured over three accrual periods, with each period representing one-third of the total RSUs [3] - The criteria for awarding RSUs include: - One-third awarded without performance criteria - One-third based on SalMar's EBIT/kg performance compared to other aquaculture companies - One-third based on total shareholder return (TSR) relative to a defined group of comparable companies [4] Employee Participation and Limits - RSUs will accrue only if the individual is an employee of SalMar or a participating subsidiary, with a cap on the total gain from released RSUs not exceeding 100% of the participant's basic salary [5] - The RSUP goes into effect on December 19, 2024, targeting senior executives and key personnel [6] RSU Grants to Primary Insiders - Specific RSU grants to primary insiders include: - Frode Arntsen: 4,190 RSUs - Roger Bekken: 2,984 RSUs - Eva Haugen: 1,443 RSUs - Håkon Husby: 1,082 RSUs - Ingvild Kindlihagen: 498 RSUs - Runar Sivertsen: 2,094 RSUs - Ulrik Steinvik: 2,406 RSUs - Arthur Wisniewski: 1,732 RSUs - Simon Søbstad: 2,308 RSUs [7] Insider Holdings Post-Grant - Following the RSU grants, insider holdings include: - Frode Arntsen: 9,377 RSUs and 9,324 shares - Roger Bekken: 6,583 RSUs and 16,259 shares - Eva Haugen: 3,186 RSUs and 884 shares - Håkon Husby: 2,381 RSUs and 2,190 shares - Ingvild Kindlihagen: 1,095 RSUs and 276 shares - Runar Sivertsen: 4,182 RSUs and 5,959 shares - Ulrik Steinvik: 5,311 RSUs and 121,855 shares - Arthur Wisniewski: 3,820 RSUs and 3,776 shares - Simon Søbstad: 4,742 RSUs and 1,737 shares [8][9][10]

Financial Data and Key Metrics Changes - Total revenue for the third quarter decreased by 5.0% to $63.5 million, with a decline of 3.9% when excluding political revenue [4][40] - Adjusted EBITDA improved by 9.3% due to last year's legal settlement accrual of $3.8 million [4] - Free cash flow is improving as a result of cost cuts implemented in previous quarters [4] Business Line Data and Key Metrics Changes - Network revenue declined by 10.1%, with digital revenue growth stalling due to the advertising recession, resulting in a 4.5% decrease in the quarter [5] - Revenue from book publishing decreased by 17.5% due to a light publishing schedule, while expenses in the publishing business decreased by 9.2% [6] - On a same station basis, net broadcast revenue decreased by 4.9% to $48.6 million, and Station Operating Income (SOI) decreased by 28.2% to $7.3 million [9] Market Data and Key Metrics Changes - The advertising recession has significantly impacted the industry, with S&P indicating a persistent ad recession [4] - National spot advertising revenue was down 17.9%, and local spot revenue decreased by 6.6%, contributing to an overall decline in total spot advertising revenue of 9.6% [16] Company Strategy and Development Direction - The company is focused on operating efficiencies and has outlined cost-cutting measures in previous calls [4] - Salem Media Group is actively pursuing asset sales to improve liquidity and reduce debt, with several agreements already in place [7][18] - The company is evaluating its portfolio to identify additional assets for potential sale [21] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by the economy and elevated interest rates, which are affecting revenue [4] - For the fourth quarter of 2023, the company projects total revenue to decline between 6% and 8% compared to the same period in the previous year [10] - The leverage ratio as of September 30 was reported at 11.0, indicating a need for further debt reduction [21] Other Important Information - The company has entered into agreements to sell various assets, including radio stations and land, with expected proceeds to be used for debt repayment [7][39] - The company is currently in default on its asset-based loan (ABL) and is working with lenders to refinance [41] Q&A Session Summary Question: Can you quantify the revenue and EBITDA contribution of the assets agreed to be sold? - Management indicated that the land sales do not contribute revenue, and the EBITDA impact from the sales is estimated to be between $2 million to $3 million [23][24] Question: What is the status of the land sale and the rezoning process? - Management expressed confidence in the rezoning process, stating they are working with experts and expect a favorable resolution [25][26][31] Question: Are there any indications of interest in the recently acquired Miami properties? - Management confirmed they are evaluating all properties for potential sale if reasonable offers are made [27] Question: What is the current status of the credit facility and forbearance agreements? - Management explained that they are in forbearance with Wells Fargo and are working towards refinancing the facility, with the current forbearance set to expire on November 27 [28][41]

Revenue Sources - Broadcast advertising revenue from Los Angeles and Dallas markets contributed 13.9% and 18.7% respectively to total net broadcast advertising revenue for the nine-month period ended September 30, 2023, compared to 12.8% and 19.2% in the same period of the prior year [186]. - 98% of broadcast revenue was sold for cash during the nine months ended September 30, 2023 [175]. - Digital media revenue is influenced by the number of impressions delivered and the level of advertisements sold, with seasonal fluctuations typically resulting in higher revenue in the second and fourth quarters [178]. - The company’s publishing revenue is influenced by the retail price and number of books sold, with increased demand during election years [181]. Digital Media Challenges - The shift from desktop to mobile device page views negatively impacts digital revenue, as mobile views carry lower advertisement rates and fewer ads per page [187]. - The company’s digital media segment is affected by the timing of Easter, which generates higher product downloads from church product websites [178]. Operational Challenges - Ongoing global supply chain disruptions and inflation may adversely impact advertising and promotional spending, potentially reducing revenue growth rates [183]. - The company’s broadcasting segment is experiencing challenges due to audiences spending less time commuting and the removal of AM radio receivers in certain vehicles [185]. Financial Measures - Same Station Operating Income is a key non-GAAP financial measure that provides a meaningful comparison of core broadcast operations, excluding new stations and those no longer owned [188]. - Same Station net broadcast revenue is defined as revenue from radio stations and networks owned or operated in the same format on the first and last day of each quarter, compared to the prior year [189]. - Management uses non-GAAP financial measures to evaluate financial results and manage expenditures, which assists in understanding the impact of various items on financial statements [190]. Internal Controls - The company’s disclosure controls and procedures were evaluated as effective by principal executive and financial officers as of the end of the reporting period [344]. - No changes in internal control over financial reporting were identified during the quarter ended September 30, 2023, that materially affected internal controls [345]. Lease Expenses - Lease expense increased by $0.2 million on a consolidated basis for the year ended December 31, 2022, including a $0.9 million increase from Common Area Maintenance (CAM) and Consumer Price Index (CPI) adjustments [184]. Evaluation of Operating Segments - The company’s operating segments are evaluated based on operating income and expenses, excluding costs related to corporate functions and certain other expenses [167].