Content
Our Company
Our team
The Salmon Industry
Main Assets
ď ź
Consolidated Financial Statements
201 1 annual report
au StralIS SeaFooDS
australis seafoods 1
ď ˝
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
ď ź
ď ˝
AUSTRAL AU STRALIS IS SSEAFOODS EA FOO DS M annual EM ORIArANUAL ep ort 2011
Content
CONTENIDO 2
Content Our Company
3
1. Letter from the President
5
2. Important Milestones 2011
7
3. Company Identification
9
4. Ownership and Control of the Entity
9
Our team
13
5. Administration and Personnel
14
6. Remuneration
17
7. Historical Overview
18 21
The Salmon Industry 8. The Salmon Industry
22
8.1 Business Descriptions
28
8.2 Risk Factors
32 37
Main Assets
9. Information on Subsidiaries and Affiliates and Investments in other Companies 10. Distributable Profit
38 39
11. Dividend Policy
39
12. Share Transactions
40
13. Information on Essential or Relevant Facts
40
14. Summary of Shareholder Comments and Proposals 15. Financial Reports
2 australis seafoods
41 41
Declaration of Responsibility
43
Consolidated Financial Statements
45 australis seafoods 1
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
Our company We are a young company, listed on the stock exchange and led by an expert team that has made us, in 2011, one of the fastest-growing salmon company in the world and also one of the most profitable in the national industry. We understand that this dynamic must go handin-hand with a sustainability policy to make ours a business that is sustainable over time.
AUSTRAL IS S EAFOODS annual r ep ort 2011
Content
Luz 1 Fattening Center, Aysén Region. 2 australis seafoods
australis seafoods 3
Content
Our Company
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AUSTRAL IS S EAFOODS annual r ep ort 2011
L e t t e r fr o m th e P r esid e n t
Rodrigo Arriagada Astrosa
1. Letter from the President
Fry with Atlantic salmon yolk sac. Landcatch Reproduction Program.
4 australis seafoods
Dear Shareholders,
bought 50% of True Salmon Pacific Hol-
We understand that we are in a solid po-
2011 was a memorable year for Australis
ding, one of the largest fish and seafood
sition to face the next periods, which will
Seafoods, because we successfully com-
marketers in the United States and Canada.
bring changes in salmon and trout prices
pleted the opening of our company, and,
With sales of over $150 million, according to
due to increased global supply from the ra-
although we are just in our fourth year of
2011 figures, and headquartered in Florida,
pid recovery of the Chilean salmon industry.
existence, we became part of the Santiago
this acquisition will help us meet the pre-
We have a solid financial position, outstan-
Stock Exchange, which has historical sal-
sent and future demands of our customers
ding assets, good technical foundations
mon companies. The market was supporti-
in both markets.
and a team of expert executives, which will
ve of our management decisions and future
As we work within the framework of an
enable us to execute our ambitious develo-
plans. With demand exceeding supply by 22
industry that must adapt to new sanitary
pment plan and consolidate the position of
times, we placed 12.77% of the company
regulations, among those one which vir-
Australis in the industry.
shares with about 3000 new investors, rai-
tually eliminates egg imports, our subsidiary
We will face these coming months in the
sing approximately $71 million USD. The goal
Landcatch, which focuses on genetics, pro-
way we know best, with our low-cost poli-
of this capital injection was to finance part
duced approximately 24 million eggs for our
cy and flexibility to adapt to challenges and
of our five-year business plan, which is am-
use and approximately 42 million to supply
seize new opportunities that arise, while
bitious, organic and sustainable.
the domestic market.
maintaining our conviction that our me-
The year was also memorable because we
2011 was also memorable in terms of re-
dium- and long-term business foundations
intensified our policy of taking strategic
sults: we have become the world’s fastest-
are solid.
positions that support future development.
growing salmon company and one of the
In this vein, we bought three fish farms:
most profitable on a national scale, with an
Las Vertientes in the La Araucanía Region,
approximate production of 30,000 tons of
Ignao in the Los Ríos Region and Ketrún
salmon, sales of $164 million USD and pro-
Rayén in the Bío Bío Region. This brought
fits of $27.4 million USD, 59% more than
us to nine fish farms, the amount deemed
that obtained in 2010.
necessary for our growth and development
In 2012 we plan production to be above
plan to 2015.
40,000 tons of salmon, and then we plan to continue with our previously designed production plans.
Also, in order to ensure quick, strategic positioning in the North American market, we
RODRIGO ARRIAGADA ASTROSA President of the Board Australis Seafoods S.A.
australis seafoods 5
Content
Our Company
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AUSTRAL IS S EAFOODS annual r ep ort 2011
Im p o rta n t Mi l esto n es 2 0 1 1
2. Important Milestones 2011 In order to increase sales in North America, we purchased 50% of True Salmon Pacific Holding, the second largest fish and seafood product marketer in the United States and Canada by volume.
We successfully opened on the stock market and managed to collect approximately TUSD$71 to finance the company’s development plan. This became the moment when investors recognized the company’s strength and reputation.
As part of this plan, we acquired three fish farms: Las Vertientes, located in the Cunco commune, La Araucanía Region; Ignao, located in the Lago Ranco commune, Los Ríos Region; and Ketrún Rayén, located in the Los Ángeles commune, Bío Bío Region.
We created a major purchase plan that allowed us to stimulate
6 australis seafoods
We acquired Salmones Galway and Salmones Mitahues, holders
We obtained the Global GAP certificate for all operational farms and processing plants. This organization sets voluntary standards for certifying aquacultural and agricultural products worldwide. This facilitates our
of aquaculture concession applications in the
entrance into European, Asian and North Ame-
growth and consolidate our position raising
Aysén Region, which allows us to make fur-
rican markets.
freshwater smolt in controlled environments.
ther projections for operations.
australis seafoods 7
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o m pa n y Id e n tificat i o n
3. Company Identification a) Basic identification Name
Australis Seafoods S.A.
Fictitious business name N/A Address Av. Presidente Riesco 5711, of. 1603, Las Condes RUT*
76.003.557-2
Type of company Publicly Traded Corporation
b) Constitutive documents Articles of association City
Santiago
Date October 31st, 2007 Notary’s office
Iván Torrealba Acevedo
Legalization Date Published in Official Journal November 21st, 2007 Entry in Registry of Commerce
Santiago
Pages
48,775
Number
34,583
Date November 16th, 2007
c) Addresses, phone numbers, etc. Main address Av. Presidente Riesco 5711, of. 1603, Las Condes Phone number
(02) 299.58.00
Fax
(02) 798.96.52
legal@australis-sa.com
4. Ownership and Control of the Entity Number of shareholders
103
Name of major shareholders
Asesorías e Inversiones Benjamín S.A. Private Investment Fund Australis, represented by Administradora e Inversiones Tamarindo S.A.
* RUT = National Identification Number. Atlantic Salmon smolt. 8 australis seafoods
australis seafoods 9
Content
Our Company
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Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Own e rshi p a nd C o n t r o l of th e En ti t y
List of twelve largest shareholders on December 31st, 2011
No. Name 1
Rut
Fondo de Inversión Privado Australis
Shares
%
76.123.347
1,101,077,936
78.48
2
Asesorías e Inversiones Benjamín S.A.
79.744.960
106,924,508
7.62
3
Larraín Vial S.A. Corredora de Bolsa
80.537.000
42,293,121
3.01
4
Fondo de Inversión Larraín Vial Beagle
96.955.500
40,082,255
2.86
5
AFP Hábitat S.A. para Fondo Pensión C
98.000.100
16,043,158
1.14
6
Fondo de Inversión Santander Small Cap
96.667.040
13,584,418
0.97
7
Compass Small Cap Chile Fondo de Inversión
96.804.330
12,254,012
0.87
8
AFP Hábitat S.A. Fondo Tipo B
98.000.100
10,414,253
0.74
9
AFP Hábitat S.A. Fondo Tipo A
98.000.100
8,969,575
0.64
10
Bolsa de Comercio de Santiago Bolsa de Valores
90.249.000
8,250,525
0.59
11
Siglo XXI Fondo de Inversión
96.514.410
5,134,128
0.37
12
Linzor Absolute Return Fondo de Inversión Privado
76.094.741
4,235,964
0.30
Name of controller(s) RUT Direct ownership percentage Indirect ownership percentage
Quiroga Moreno, Isidoro Ernesto 6.397.675-K 0% 86.957%
Means of exercising control
Mr. Isidoro Ernesto Quiroga Moreno exercises control of Australis Seafoods S.A. through the company Asesorías e Inversiones Benjamín S.A. and the Australis Private Investment Fund. Mr. Isidoro Ernesto Quiroga Moreno owns 0.1% of Asesorías e Inversiones Benjamín S.A. and the remaining 99.9% belongs to Inversiones El Aromo Limitada, a company in which Mr. Quiroga Moreno owns 99% of the social rights. The only contributor to the Australis Private Investment Fund is the company Rentas Acuícolas Limitada, whose members are Asesorías e Inversiones Benjamín S.A., with 99.99% of the social rights, and Inversiones El Aromo Limitada, with 0.01%.
Major changes in ownership during 2011
On June 9th, 2011, there was an initial placement of shares on the Stock Exchange. These newly issued shares were representative of 12.830% of the issued shares.
10 australis seafoods
In late 2010 the Company underwent a res-
to $23,643,442,802, which was fully subs-
concentrating investments in the ex-
tructuring process that rationalized the
cribed by shareholder Australis Private In-
subsidiary Australis S.A. and which is not
number of subsidiaries of the company,
vestment Fund, who had bought the share
part of the group of companies organized
leaving a subsidiary for freshwater ope-
belonging to the previous shareholder In-
under Australis Seafoods S.A. (hereinafter
rations, Landcatch Chile S.A., and another
versiones El Aromo Limitada.
“Grupo ASF”). Investments were maintai-
for sea water fattening activities, Austra-
Subsequently, on December 31st, 2010,
ned in companies Landcatch Chile S.A. and
lis Mar S.A.
the Company underwent a division (which
Australis Mar S.A. under Australis Seafoods
In addition, on November 18th, 2010, the
affected shareholders starting on January
S.A., continuing company.
company effected a capital increase equal
1st, 2010) that created a new company
australis seafoods 11
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Our team Led by a top-level board of directors and a highly experienced professional team, at Australis we understand that our main strength is in the people who put forth their best effort everyday to tackle and achieve our goals.
Harvest Site, Humos 1 Center, Aysén Region. 12 australis seafoods
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Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Admin ist r at i o n a nd P e rs o n n e l
5. Administration and Personnel a) Description of organization
This structure allows for proper vertical
species fattening, and the export and mar-
Below is the general organizational chart of
the aquaculture sector, in particular in the
the company and its subsidiaries:
Genetic development and egg production
Landcatch Chile S.A.
Raising and fattening in freshwater
Landcatch Chile S.A.
Fattening in seawater
Australis Mar S.A.
Marketing and export
Australis Mar S.A.
stage, which are indicated in the following
concentrated on freshwater production through its subsidiaries, holds interests in
within the group, salmonid species production is managed all the way from genetic deis possible to add value at each business
To date, it has two major companies: one and the other on seawater fattening.
Stage
velopment to final marketing. Additionally, it
keting of these products.
Australis Seafoods S.A. is a company that,
integration of the businesses, because
Company
table, together with the company of the group executing the respective stage:
area of egg and smolt production, salmon
b) Board of directors and administrators
Australis Seafoods S.A. 100%
Comercializadora Australis SpA
The company’s board of directors is made up of the following people:
100%
Piscicultura Río Maullín SpA
Landcatch Chile S.A. (lacsa)
99.00%
RUT
Profession
Isidoro Quiroga Moreno
6.397.675-K
Civil Engineer
Rodrigo Arriagada Astrosa (President)
8.547.812-5
Civil Engineer
Federico Rodríguez Marty
9.357.625-K
Lawyer
Luis Felipe Correa González (Secretary)
11.947.424-8
Lawyer
Rafael Fernández Morandé
6.429.250-1
Civil Engineer
99.95%
99.99998 %
99.50%
Name
0.00002 %
Piscicultura Río Salvaje
Inversiones Ovas del Pacífico Ltda.
0.05 %
Australis Mar S.A. (AMSA)
1.00%
Chile Seafood S.A.
99.00%
1.00%
Salmones Gama Ltda.
99.00%
1.00%
Sociedad de Inversiones Caiquenes Ltda.
99.00%
1.00%
Galways
99.00%
1.00%
Mitahues
99.00%
0.50%
1.00%
True Pacific Holding Company, INC 50%
True Salmon Pacific Holding, LLC
True Nature Seafood, LLC
100%
100%
50%
South Pacific Specialties, LLC 100%
Procesadora Alimentos Australis SpA
100%
Salmon Processors, LLC
From left to right: Federico Rodríguez, Rodrigo Arriagada, Isidoro Quiroga, Andrés Saint Jean, Rafael Fernández, Luis Felipe Correa.
14 australis seafoods
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Content
Our Company
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Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Admin ist r at i o n a nd P e rs o n n e l
c) Organization personnel The following chart gives a list of company personnel at the end of 2011:
Company Executives
LACSA
ASF
Total
9
3
2
14
Professionals and Technicians
67
38
1
106
Administrators
20
11
0
31
10
186
0
196
106
238
3
347
Workers Total
From left to right: Luis Felipe Correa, Carlos Palma, Gabriel Guajardo, Andrés Saint Jean, Luis Norambuena, Fernando Silva, José Manuel Bernales,
AMSA
6. Remuneration
Dionisio Ramos, Ricardo Misraji.
The names and positions of each manager and senior executive are listed below:
Australis Seafoods S.A.
Australis Mar S.A.
Andrés Saint-Jean Hernández General Manager Mechanical Civil Engineer, Universidad de Concepción DPA, Universidad Adolfo Ibáñez RUT: 7.085.033-8
Andrés Saint-Jean Hernández General Manager Mechanical Civil Engineer, Universidad de Concepción DPA, Universidad Adolfo Ibáñez RUT: 7.085.033-8
Luis Felipe Correa González Chief Legal Counsel Lawyer Universidad Diego Portales Master of Business Law of the Universidad de Los Andes RUT: 11.947.424-8
Gabriel Guajardo González Production Manager Fisheries Engineer, Universidad Católica de Valparaíso MBA, Faculty of Economics and Administration Universidad Austral RUT:7.853.905-4
Ricardo Daniel Misraji Vaizer Chief Financial Officer Business Administration Universidad Católica de Chile MBA, University of Cambridge, UK. RUT: 8.967.131-0
Luis Norambuena Astorga Chief Financial Officer Accountant, Universidad Austral RUT: 9.976.863-0
Landcatch Chile S.A. José Manuel Bernales Balbontín General Manager Fisheries Technician, Universidad Técnica del Estado RUT: 8.558.354-9
For the period ending on December 31, 2011,
The Company does not have a Directors
the Company paid President Rodrigo Arria-
Committee and therefore incurred no expen-
gada Astros $4,000,000, Director Isidoro
ditures in this regard.
Quiroga Moreno $6,000,000, Director Luis Felipe Correa $6,000,000, Director Federico
Total paid remuneration for managers and
Rodríguez Marty $6,000,000, and Director
executives reached $2,325,000 USD in 2011.
Rafael Ferández Morandé $6,000,000.. The Company made no compensation paThe Company incurred no board advising ex-
yments for years of service to its managers
penditures in 2010.
and chief executives in 2011.
Dionisio Ramos Salgado Production Manager Fisheries Technician, Universidad Técnica del Estado RUT: 9.020.136-0 Fernando Silva Villanueva Chief Financial Officer Accountant, Universidad de la Frontera RUT: 7.485.399-4
Carlos Palma Opazo Business Manager Industrial Civil Engineer, Pontificia Universidad Católica de Chile RUT: 8.934.457-3
16 australis seafoods
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Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL AU STRALIS IS SSEAFOODS EA FOO DS annual M EM ORIAr ANUAL ep ort 2011 2011
H isto r ica l Ov e rvi ew
Matilde 2 Fattening Center, Aysén Region.
7. Historical Overview
of salmonid products and the marketing and
TUSD$45, confirming its consolidation.
Technical Support Contract was signed with
Furthermore, Grupo ASF understood that
Landcatch Natural Selection Limited, who
export of salmon to primarily foreign mar-
the need to integrate the production of eggs
agreed to provide technical consulting to
kets, through AMSA.
into a genetic enhancement program (family
LACSA on breeding issues in the reproduc-
In June 2011, Australis Seafoods opened on
selection) in Chile was an essential element
tion of salmonid species and reproduction
the Santiago Stock Exchange, successfully
for the development of the business and its
programs, among other similar issues, effec-
raising TUSD$71.3 to finance the company’s
value chain. The high risk associated with
tive until December 31st, 2015, renewable for
growth plan.
egg import was considered, as it is known
periods of three years from that date onwards.
Finally, in December 2011, Australis Seafoods
that this can be a vehicle for the transmis-
In 2010, in consideration of the growth
acquired 50% of the main salmonid marke-
sion of new diseases for these species. To
of Grupo ASF, the new acquisitions and,
ter in the United States, True Salmon Pacific
this end, in late October 2009, Grupo ASF
above all, the new challenges ahead, the
Holding, for USD$7,525,000. The purchase
acquired 100% of the shares of Landcatch
Company decided to execute a corporate
of this strategic asset will allow better dis-
Chile S.A. (hereinafter “LACSA”), from the
re-organization process of its subsidiaries,
tribution of products in the American market.
Scottish companies Landcatch Limited and
in which LACSA assumed all the activities
In this stage of development of Grupo ASF
Landcatch Natural Selection Limited. LACSA
of ASA. As a result of this process, the acti-
and its business, its controller, manage-
vities of Grupo ASF were separated into two
ment, employees and partners understand
In mid-2003, Mr. Isidoro Quiroga Moreno
allowed operations to be expanded within
has one of the best and oldest breeding pro-
acquired a stake in the freshwater smolt
the value chain of Atlantic Pacific salmon
grams in the country, which makes Grupo
business areas: (i) production of genetically
that the Company operates under a mission,
(coho) and trout and the different processes
ASF stand out in the industry.
improved eggs, fry and smolts exclusively in
vision and values that are summarized as
nafter “ASA “) and became its controller in
in each of the companies to be optimized.
Along with the purchase of LACSA shares, a
freshwater through LACSA, and (ii) fattening
follows:
2005. In 2007, through different companies,
It is worth noting that AMSA’s beginning of
the acquisition of 100% of ASA shares was
operations in March of 2008 coincided with
completed. At this time the company had
one of the biggest crises that have affec-
fish farms located in the Metropolitan Re-
ted the salmon industry in Chile. The rise in
gion, and facilities in the La Araucanía Re-
energy supplies and raw materials, a rapid
gion were subsequently incorporated.
deterioration of the exchange rate, and the
That same year, Australis Seafoods S.A. was
greatest health crisis in the national salmon
established as the parent company (Gru-
industry caused by the ISA caused a great
po ASF) in order to give a corporate group
value loss in the industry.
structure to the activities in the aquaculture
In response to the situation, there were
industry.
constant modifications to company proces-
In addition, the Group decided to participa-
ses in the year 2008 in order to minimize
te in the business of seawater salmon and
the risks that were so prominent in the in-
trout fattening and marketing the fish in in-
dustry. As a result, AMSA’s operating inco-
ternational markets. For this purpose, in No-
me for 2008, its first year of operation, was
vember of 2007, the company Australis Mar
$565,000 USD, and for their second year of
S.A. was established (hereinafter “AMSA “).
operation, TUSD$12.2. The latter result con-
The integrated operation of ASA and AMSA
trasts strongly with the results obtained in
Innovation and quality in harmony with the environment: Constant search for the best operating
grew to include everything from the buying
the same period by the rest of the industry,
solutions in order to achieve high-quality production, with the utmost caution and care for the
of eggs and/or smolts (cultivated in the fres-
which suffered the greatest losses in its
environment and the surrounding communities.
hwater facilities of ASA) to fattening in the
history. It is worth adding that Australis has
AMSA cultivation centers, where the pro-
had a successful track record, with an ope-
Best practices: Adherence to the principles of best business practices in compliance with the cu-
duction cycle ended. This business model
rating income for AMSA in 2011 greater than
rrent standards and regulations for all the activities undertaken by Directors, Managers and Em-
production company Australis S.A. (herei-
Mission To offer world-class products, developed by a production process that is environmentally friendly, has the highest hygiene standards and is responsible towards its workers, all under an efficient and flexible modern management system.
Vision To be recognized as an innovative, efficient and environmentally friendly company that is respectful of the social environment in which it operates, becoming a leading company in terms of costs and profitability.
Values Commitment to workers: Promoting the integral development of our employees in a safe, respectful and peaceful environment.
ployees of Grupo ASF.
18 australis seafoods
australis seafoods 19
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
The Salmon Industry Following the salmon industry’s vigorous recovery, accompanied by strict sanitary regulations for land and sea production, we know that medium- and long-term business fundamentals are more solid than ever. Chile is positioned as the top producer to respond to growth of global demand.
AUSTRAL IS S EAFOODS annual r ep ort 2011
Content
20 australis seafoods
australis seafoods 21
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Content
Patranca Fattening Center, Aysén Region.
8. The Salmon Industry
Graph No. 2: Farmed Atl antic salmon production by country (2011) 1% 3% 3%
a. The Market
7%
Supply
The main producers of farmed salmon and
The supply of salmon around the world has
trout are Norway and Chile, together accoun-
increased steadily in recent years, mainly due
ting for near 76% of global salmon production
to increased production of farmed salmon. The
and 86% of global trout production. Both
catch of wild salmon, meanwhile, has remai-
countries have climatic and sea conditions fa-
ned relatively stable over the last decade. Cu-
vorable for farming these fish, which explains
rrently, approximately 64% of global salmon
the high concentration on the supply side. Graph No.2 and No.3)
production is farmed salmon. (Graph No.1)
Prior to the sanitary crisis, which was mainly due to the ISA virus that hit Chile in 2007,
10%
salmon and trout production in the country was similar to that of Norway. However, the gap in production between the two coun-
14%
tries increased significantly due to the high
62%
mortality rates affecting Chile in 2008 and 2009.
Nor way Chile United Kinsdon Canada
Since 2009, Norway’s total production has
Faroe Islands Ireland Others
approximately doubled Chilean production, but this gap is expected to decrease beginning in 2012.
Source: Kontali
Graph No. 1: Global salmon supply
1777
1589
1624 1598
1529
1408
1401
1333
1271
Graph No. 3: Farmed trout production by country (2011)
1054
5%
2%1% 3% 3%
14%
1001
907
1109
758
1019
858
933
801
932
732
1000 500
1200
Thousands of Tons. WFE
1500
1200
2000
1139
2500
839
Thousands of Tons. WFE
3000
Graph No. 4: Evolution of Atl antic salmon, trout and Pacific salmon (coho) farmed in Chile and Norway
1000
936 790
800
600
0
601 572
01
02
03
Farmed Salmon Wild Salmon
04
05
06
07
08
09
1 0
11E
632 612
700
654 607
827
574
634 509
400
04
Source: Kontali Nor way Chile Finland Denmark Source: Kontali
22 australis seafoods
991
72%
Faroe Islands Sweden Others
05
06
07
08
09
431 1 0
11E
Norway Chile Source: Kontali
australis australis seafoods seafoods 23 23
Content
The Salmon Industry
Our team
Our Company
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Th e Sa lm o n I nd ust ry
The main destination markets for global sal-
Demand
Prices
mon and trout exports are the United States,
In 2011, the global demand for Atlantic salmon
In 2011, the average price for Atlantic salmon
Asia, the European Union, Russia, and since
grew 11.9% from 2010. However, let us recall that
was $8.50 USD/kg FOB Chile, which is an in-
2010, Latin America. Within these markets,
in 2010 there was a decrease in the demand,
crease of 3% from 2010. Pacific salmon
the Norwegian industry primarily caters to
with respect to the previous year, due to a re-
(coho) and trout, meanwhile, reached ave-
the European Union, while Chilean produc-
duced supply, consequence of the reduction
rage prices of $5.80 USD/kg and $8.20 USD/
tion mainly goes to markets in the United
affecting Chilean production. The main salmon
kg, respectively, reflecting an increase of 10%
States, Asia and Latin America.
markets, including the European Union, United
and 15% compared to the previous year. It is
(Tables No.1,2,3,4 and 5)
States and Japan, together accounted for 69%
important to note that these two species are
of global demand. (Table No.6)
not affected by the ISA virus. (Table No.7)
Table No. 1: Format and destination of Norwegian Atlantic salmon exports in 2011 (thousands of tons WFE) Destination European Union
Fresh
Frozen
Filet fresh
Filet frozen
Smoked
Other
Total
Table No. 4: Format and destination of Chilean trout exports in 2011 (thousands of tons WFE) Fresh
Frozen
Filet fresh
Filet frozen
Smoked
Japan
0.0
35.9
0.0
66.2
0.0
8.8
110.9
Thailand
0.0
15.9
0.0
0.5
0.0
0.4
16.8
Destination
Other
Total
554.0
5.7
63.8
22.7
1.2
1.0
648.5
Japan
22.1
1.3
5.4
4.9
0.1
0.1
34.0
Hong Kong
14.9
2.1
0.1
0.0
0.0
0.2
17.3
USA
0.0
0.3
13.1
2.9
0.0
0.7
16.9
China
4.6
2.2
0.0
0.0
0.0
0.1
7.0
Russia
0.0
15.8
0.0
0.0
0.0
0.1
15.9
0.6
2.7
11.6
13.5
0.1
0.0
28.6
European Union
0.0
0.8
0.0
0.5
0.0
0.7
2.0
110.0
4.7
0.1
0.2
0.0
0.3
115.4
Others
1.7
18.8
0.4
5.9
0.0
0.3
27.2
Total
1.8
87.5
13.5
76.0
0.0
10.9
189.7
USA Russia Others Total
60.2
39.6
3.9
12.2
2.0
2.7
120.5
766.5
58.4
84.9
53.6
3.5
4.5
971.3
Source: Kontali
Source: Kontali
Table No. 2: Format and destination of Norwegian trout exports in 2011 (thousands of tons WFE)
Table No. 5: Format and destination of Chilean Pacific salmon (coho) exports in 2011 (thousands of tons WFE)
Frozen
Filet fresh
Filet frozen
20.9
2.2
0.0
0.0
0.0
0.0
23.0
European Union
0.0
0.7
3.4
0.0
0.0
0.0
0.0
4.2
Japan
0.0
China
0.0
3.3
0.0
0.0
0.0
0.0
3.3
China
0.0
European Union
4.5
0.7
0.3
0.4
0.0
0.0
5.9
Others
0.2
0.1
0.1
0.0
0.0
0.0
0.0
0.2
Total
0.2
Destination
Fresh
Russia Japan
USA
Smoked
Other
Total
Others
4.9
4.2
0.0
0.6
0.0
0.0
9.7
Total
31.1
13.7
0.4
1.0
0.0
0.0
46.3
Destination
Fresh
Filet fresh
Filet frozen
Smoked
0.1
0.0
0.3
0.0
1.5
2.0
124.6
0.0
1.2
0.2
0.2
126.2
6.3
0.0
0.0
0.0
0.0
6.3
9.2
0.2
4.6
0.0
1.0
15.1
140.2
0.2
6.1
0.2
2.7
149.6
Frozen
Other
Total
Source: Kontali
Source: Kontali
Table No. 3: Format and destination of Chilean Atlantic salmon exports in 2011 (thousands of tons WFE) Destination
Fresh
Frozen
Filet fresh
Filet frozen
Smoked
Other
Table No. 6: Evolution of global demand for Atlantic salmon in the main markets (thousands of tons WFE) 2009
Total
2010
2011*
∆% 2011/2010
1.9
0.7
65.9
11.4
5.1
14.2
99.1
European Union
766
737
785
Brazil
37.4
2.0
0.7
2.8
0.2
0.1
43.0
EE.UU.
281
257
287
11.7%
Japan
0.0
0.9
0.0
4.4
0.2
0.2
5.8
Japan
40
34
45
32.4% 19.9%
USA
Rusia
0.0
1.0
0.0
0.0
0.0
0.1
1.0
Others
European Union
0.0
0.4
0.3
9.4
0.1
7.1
17.2
Total
China
0.0
3.7
0.0
0.2
0.0
0.0
3.8
Others
4.6
19.1
3.0
8.3
1.0
1.3
37.4
Total
43.9
27.7
69.9
36.4
6.5
23.0
207.4
Growth
418
418
501
1.505
1.446
1.618
-3.9%
11.9%
6.5%
*Actual values through November, December; estimated Source: Kontali
Source: Kontali
24 australis seafoods
australis seafoods 25
Content
Our Company
The Salmon Industry
Our team
Main Assets
Consolidated Financial Statements
As for the price of Chilean exports accor-
If the average annual prices from Decem-
well. In Norway, the number of companies
Globally, there is also a high penetration in
ding to destination, the growth in trout
ber 2011 are compared with past prices,
making up 80% of farmed salmon produc-
marketing channels in the major markets,
shipments to Japan was notable, with
we can see they are the highest in the
tion decreased from 70 to 25 between 1997
which today require continuous availability
a rise of 19% between 2010 and 2011.
last 10 years. (Graph No. 5)
and 2009. In Chile this trend stopped in
of product. Salmon is an attractive product
2009 due to the entry of new players into
that meets this retail industry demand.
the industry. However, in light of new regu-
A recovery of the major world economies,
lations and a new production system, the
after the global financial crisis of 2007 and
Prices of exports to North America for
b. The competition
the same period did not experience significant variations for the Atlantic species. However, we can see price increases of
An analysis of the number of companies
industry is expected to consolidate in the
2008 and the European crisis in late 2011,
16% for Pacific salmon and 13% for trout
involved in salmon farming globally shows
coming years. Currently, more than 50%
is expected in the coming months, which
in “other markets.” Finally, despite the Eu-
a downward trend in the number of partici-
of export sales and exported tonnage are
would result in a resumption of the growth
ropean crisis, there were increases of 10%,
pants, a trend that could take place in Chile as
concentrated in the top ten companies.
in demand seen before these events.
(Table No.9)
Furthermore, the incorporation and conso-
8% and 8% for Atlantic salmon, Pacific
lidation of new salmon export markets such
salmon and trout, respectively. (Table No.8)
as Russia and Brazil will create, in the opi-
Graph No. 5: Evolution of average price FOB Chile USD/kg 1999-2011 (Atl antic salmon, Coho and Trout)
Table No. 7: Accumulated average prices FOB Chile USD/ kg
c. Relative market share and evolution
d. Trends
nion of Grupo ASF, an increase in demand in coming years.
Demand
AMSA’s first salmon and trout harvest was
On the demand side, there has been an
Supply
2008
2009
2010
2011
8
in 2008 and the company’s initial mar-
increased global consumption of animal
The limited capacity for growth of Norwe-
Atlantic salmon
6.4
6.0
8.3
8.5
7
ket share was modest. Starting in 2010 it
protein in recent years, mainly due to an
gian salmon production and sanitary pro-
Pacific salmon (coho)
3.6
4.7
5.2
5.8
6
strengthened its position, and in December
increasingly wealthier world population.
blems in the main production area, plus the
Trout
4.7
6.0
7.1
8.2
5
2011 it occupied the fifth spot in the leading
This, coupled with the global trend towards
fact that wild salmon catches have remai-
4
Atlantic salmon producers ranking.
increased consumption of healthy foods,
ned stable in recent years, place Chile as
In the national market, LACSA has been the
such as white meat and seafood in general,
the main producer to meet the needs of the
main egg supplier and also a major supplier
puts the salmon industry in a position with
growing global demand.
of high quality smolts. (Graph No.6)
high growth potential for the coming years.
Locally, changes in the regulatory fra-
In addition, we can see an increase in sales
mework and the implementation of a series
of products designed for greater consumer
of measures for the industry, including the
convenience, which will lead to an increased
creation of production areas or “neighbor-
supply of products with a higher added value.
hoods,” should ensure good sanitary and
Trout
7.6
9.0
19%
Others
10.3
10.4
1%
Coho
9.3
9.9
6%
Trout
8.8
9.4
7%
Atlantic
7.0
7.0
-1%
Coho
6.6
6.6
-1%
Trout
6.1
6.5
6%
Atlantic
8.9
9.7
10%
Coho
9.6
10.4
8%
Trout
5.0
5.4
8%
Atlantic
8.1
8.1
0%
Coho
5.2
6.0
16%
Trout
6.0
6.7
13%
Source: Infotrade
99
03
05
07
09
11
Graph No. 9: Ranking of the top ten exporters Company
environmental conditions that result in
Thousands of dollars
Net tons
MAINSTREAM CHILE S.A.
247,136.5
37,155.2
SALMONES MULTIEXPORT S.A.
219,994.8
22,859.3
LOS FIORDOS LIMITADA
194,460.8
30,138.5
SALMONES ANTÁRTICA S.A.
156,352.8
18,974.2
TRUSAL S. A.
148,736.7
17,463.4
AUSTRALIS MAR S.A.
147,246.5
18,882.7
MARINE HARVEST CHILE S.A.
144,293.2
19,298.7
GRUPO ACUINOVA CHILE
143,440.3
20,291.7
129,112.9
16,493.1
GRANJA MARINA TORNAGALEONES S.A.
121,236.4
18,840.5
EMPRESAS AQUACHILE S.A.
115,263.9
18,219.2
AGUAS CLARAS S.A.
Source: Infotrade
26 australis seafoods
01
long-term sector sustainability.
Graph No. 6: Atl antic salmon exports by company (net tons) January - December 2011
The industry is continuously improving the production system, which, coupled with the
25,000
development of new technologies for reducing sanitary risk, should generate better
20,000
performance in production and an increased survival rate.
15,000
The sustained supply of salmon throughout the year has resulted in an increased share
10,000
of salmon in distribution channels, and this 5,000
trend is expected to continue.
0 SALMONES FRIOSUR SOCIEDAD ANONIMA
12%
INVERTEC PESQUERA MAR DE CHILOE S.A.
-2%
5.6
GRUPO ACUINOVA CHILE
8.7
5.0
AQUACHILE S.A.
8.8
Coho
0
SALMONES CUPQUELAN S.A.
U.E.
% Variation
AUSTRALIS MAR S.A.
A.L.
2011
Atlantic
Atlantic USA
2010
MAINSTREAM CHILE S.A.
Japan
Species
1
LOS FIORDOS LIMITADA
Market
2
SALMONES MULTIEXPORT S.A.
Table No. 8: Accumulated average price by export destination FOB Chile (USD/kg) January - December 2010/2011
3
MArine HARVEST CHILE S.A.
Source: Infotrade
NET TON
Especie
USD/Kg
AUSTRAL IS S EAFOODS annual r ep ort 2011
Th e Sa lm o n I nd ust ry
Source: Infotrade
australis seafoods 27
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
B usi n ess d escr i pt i o ns
Raising and fattening in freshwater:
in controlled land farms. Each of these fish
Raising and fattening in freshwater in-
farms has high sanitary standards in order to
cludes the incubation, smoltification and
produce and deliver high quality fish.
spawning processes of the fish, that is, the
8.1 Business Descriptions
Fattening in seawater:
they become fry (15 g approx.) and the sub-
Raising and fattening the fish in seawater
sequent raising and fattening of the fry until
begins when the smolts enter the various
they reach smolt condition (100 g approx.).
centers, and finishes with the harvest of
All these processes take place in LACSA fish
fish with a weight of three to five kilograms,
farms located in the Metropolitan, Bío Bío, La
depending on the species. The process
Araucanía and Los Lagos Regions in Chile.
takes place in AMSA facilities or centers,
We add that Grupo ASF does not have any
which are located in the Aysén Region.
lake or estuary concessions for the smolti-
Production of Atlantic salmon, Pacific sal-
fication process. This process takes place
mon and trout is detailed below (Table No.11):
Fish eggs, Cululí Fish Farm, Los Lagos Region
The salmon business is managed through
Genetic development:
a value chain extending from the species’
The genetic program is based on cons-
Tons by species
2010
2011
% Variation 2010/2011
genetic development to export and final
tant improvement of each generation of
Atlantic salmon
7,926
21,394
170%
marketing of the products in their various
spawning fish. Attributes such as growth,
shapes and sizes.
meat color and disease resistance, among
Pacific salmon (coho)
6,955
4,607
-34%
Salmon farming uses both freshwater and
others, are enhanced so that each new
Trout
583
4,081
600%
seawater in its different processes.
generation has an increasingly high per-
Total
15,464
30,082
95%
The freshwater phase begins with egg pro-
formance. As a result, this genetic im-
duction, obtained from the spawning sal-
provement program satisfies the need to
mon (males and females) that, in the case
reproduce fish with high reproductive per-
In the sea centers, the fish are monitored
ditions are carefully monitored throughout
of LACSA, have spent their whole lives in
formance, for both the freshwater phase
the entire time they are there, which can be
the process.
freshwater fish farms. The next step is
and the seawater fattening phase.
between 10 and 18 months, depending on
The processing plants receive the raw ma-
hatching and raising and fattening the fry
It is worth noting that in 2011, 23 million
the species. This monitoring encompasses
terial (whole trout or salmon) and, using
until they become smolts, a condition ne-
units of Atlantic salmon eggs were produ-
all variables that affect the development
the latest technology and skilled labor,
cessary for transferring them to seawater.
ced in the summer, replacing the need to
and fattening of the fish, such as their
transform it into value added products ba-
The sea phase is the last in the farming
import them and surpassing the produc-
health and weight gain, among others.
sed on the requirements of the customers
process and involves raising and fattening
tion plan of 16 million for that period.
Once the fish have reached the harvest
in the target markets.
the fish until they reach the weight requi-
Below is a table with LACSA’s egg produc-
weight or commercial size, they are trans-
Once the plant process is over, the end
red for processing and marketing.
tion (Table No.10):
ported to processing plants that supply
products, both fresh and frozen, are put
Below is a brief explanation of each of the-
AMSA with services of live fish collection,
in cold storage. From there, the fresh pro-
se processes.
slaughtering and processing, and which
ducts are shipped daily in refrigerated
are located in the Chonchi (Chiloé) and
trucks to Santiago’s international airport.
Puerto Montt area.
Meanwhile, the frozen products are kept in
2011
AMSA uses the well boat live harvest sys-
cold storage until they are loaded into con-
67.4
tem, which allows the fish to be transpor-
tainers at -18°C to be transported by sea to
ted live from the farms to the processing
different ports.
plants. The system sucks the fish up from
The products undergo a strict inspection
Table No. 11: AMSA production volumes by species.
Table No. 10: LACSA’s egg production. 2006 Atlantic salmon egg production (Millions) Source: Grupo ASF
28 australis seafoods
incubation and hatching of the eggs until
30.1
2007 16.1
2008 30.9
2009 23.6
2010 25.6
their floating cages and deposits them in
Source: Grupo ASF
the storage tanks on the well boat. The advantages of using this harvest system are operation speed, reduction of fish stress, improved quality of raw material entering the plant, and, of course, sanitary control of production. The slaughter process is painless for the fish and animal welfare and sanitary con-
australis seafoods 29
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
B usi n ess d escr i pt i o ns
process and are subjected to a microbio-
Insurance on production and assets: Grupo
logical laboratory analysis at every stage
ASF’s policy is to continuously assess the
of the process.
benefits of having proper insurance coverage for the biomass found in both fresh and sea
Marketing and export:
water in all of its stages (eggs, fry, smolt or
As a result of the strategy mentioned abo-
other). Grupo ASF’s main assets, including in-
ve, a variety of products and retail formats
land fish farms and sea centers, are insured.
are obtained, depending on the destination country. The following business strategy is
The following table shows AMSA sales vo-
used to market seawater products:
lumes for different species (Table No.12):
Pre-sold production and signing medium- and long-term contracts: 100% of the raw material that is transported from the farms to the collection centers of the processing plants is pre-sold (supply agreements). For Pacific salmon (coho) and trout, prices are agreed upon for the entire harvest season. For Atlantic
Table No. 12: AMSA finished product sales volumes by species. Variation % 2010/2011
Tons by species
2010
2011
Atlantic salmon
8,342
20,569
147%
Pacific salmon (coho)
6,698
4,203
-37%
salmon, prices for a share of the production
Trout
553
3,684
566%
(fresh to the United States) is set a week in ad-
Total
15,593
28,456
82%
vance, and for other markets (Latin America),
Source: Grupo ASF
set for an entire month. For frozen products, business closures can go as long-term programs (3, 6 or more months), depending on each case. This policy allows for price optimization and reduction of fluctuations of the spot market price.
Atlantic salmon exports in 2011 were sent to the following markets: Graph No. 7: AMSA Atl antic salmon export destination 2011
Market diversification: The Grupo ASF sales 7%
portfolio is diversified into several markets, which mitigates the risks and threats of each.
1%
1% 3%
8%
A policy of continuous new market development has made this possible. Client development: Having the best clients
57% 23%
in each market and developing long-term business relationships with them is a constant concern. To foster this, ASF acquired 50% of True Pacific Salmon Holding (TSP), one of the largest traders of fish and seafood in the USA by sales volumes.
USA Latin America Brazil France
Spain Hong Kong Others
Source: Infotrade
Atlantic Salmon, headed to Colombia. 30 australis seafoods
australis seafoods 31
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Risk Facto r s
Natural risks: Salmon growth depends,
Financing of LACSA and AMSA was co-
among other factors, on climatic and
ordinated based on the policies of Grupo
ocean conditions such as ambient bright-
ASF, each one maintaining a direct finan-
ness or water temperature that can have
cing structure with the financial system.
negative effects on fish growth and food consumption.
Atlantic Salmon, headed to the United States.
Investment and financing policies
Main Assets On December 31st, 2011, the Company’s main assets are the following (Table No.13):
Considering the country’s egg import restrictions, designed to protect the indus-
8.2 Risk Factors
try from outbreaks of high risk disease from abroad (case of ISA crisis), and in order to supply its own needs and those
Table No. 13: Detail of assets of Grupo ASF on December 31st, 2011, in TUSD$ Asset
Dec.2011
The salmon business inherently involves
Interest rate: Over 75% of the company
of third parties, Grupo ASF acquired Lan-
Current assets
172,769
a number of risks that affect industry de-
debt is subject to a LIBOR rate and a fixed
dcatch Chile S.A. (“LACSA”) at the end of
Cash and cash equivalents
51,480
velopment. Some of the factors are:
spread, so the variations of this rate directly
2009. This company is a national leader
Biological assets, flows and inventories
affect the company. To date there is no me-
in supplying smolts and eggs and has de-
Trade receivables
chanism for setting this LIBOR rate. The rest
veloped a genetic enhancement program
Other current assets
commodities category, and are therefore
of the debt is in USD and with fixed rates, so
(family selection) that enhances attribu-
Fixed asset
subject to the price variations of the inter-
there is no exposure to rate variations.
tes that increase profitability in salmon
Construction and work in progress
9,274
production. Additionally worth noting is
Land
4,952
Market risk: Salmon products fall into the
national market. Because of this, the sales Operating risks: Because they are biologi-
the plan this company is developing to
sonal fluctuations in price that can be either
cal assets, salmon production is potentia-
implement infrastructure for meeting in-
upward or downward.
lly affected by a number of biological risks.
ternal egg needs and egg needs of third
Some are:
parties, as well as internal smolt needs,
prices of these products are subject to sea-
in accordance with the spawning pro-
Exchange rate risk: Grupo ASF sales are made
gram that is projected until 2015.
Buildings Plants and equipment Information technology equipment Fixtures and fittings Accumulated depreciation
in USD, and there is an implicit risk in the
Disease: Although diseases are currently
appreciation of this currency as compared
controlled by vaccines, antibiotics, good
to the Chilean peso. Both appreciations and
handling practices and through the pro-
AMSA investments in 2010 were focused
depreciations of the local currency directly
duction of high quality smolts, we cannot
on buying concessions and opening the
Intangible assets
affect Grupo ASF’s results, since some ex-
rule out the emergence of new diseases
ocean centers necessary for fish fat-
Other non-current assets
penses are in local currency.
or epidemics that could affect production.
tening in the already available conces-
Total
90,303 16,864 14,122 60,373
981 54,778 206 3,071 (12,889)
Non-current assets
62,463
Non-current biological assets
28,860 14,456 19,147 295,605
sions. These investments were financed Cost of food: Among the costs of production
Predators: The presence of natural salmon
with medium-term bank credits obtained
of salmon and trout, food is the most signi-
predators, such as sea lions, can mean a
at the end of 2008 and refinanced in
ficant direct cost, both in freshwater and
loss of biomass and even the destruction
2010, and also with the company’s own
fattening business but more so in the latter.
of the net cages. The industry has imple-
resources defined for its reinvestment
Price variations of food come from variables
mented a series of preventive measures
plan. In 2011, AMSA made investments
exogenous to Grupo ASF, such as the price or
that help mitigate the adverse effects
related to the implementation of new
cost of fish meal, which in turn depends on
caused by these predators.
centers necessary for carrying out its
the costs of the extractive fishing industry.
development plan and to the buying of concessions.
32 australis seafoods
australis seafoods 33
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
Risk Facto r s
Sensen Fish Farm.
Ignao Fish Farm.
Detail of assets:
Properties:
The list above shows an amount of
Grupo ASF properties include the Curacalco
TUSD$60,373 for fixed assets. LACSA has its
fish farm in the La Araucanía region and the
own fish farms, four in financial leasing and
property and water usage rights in the La
four under long-term lease contracts.
Araucanía and Los Lagos regions. AMSA’s
On December 31st, 2011, AMSA had 17 centers
main assets are the concessions and the
in operation, all located in the Aysén Region.
equipment of the fattening centers.
Aquaculture concessions and water rights:
Equipment:
Grupo ASF has property and freshwater usa-
ted inside the fish farms and the sea centers.
ge rights for aquaculture development in the
More specifically, in the freshwater phase,
Los Ríos and Los Lagos Regions. It also has
there are filters, tanks and all assets related to
sea concessions and applications in the pro-
water purification and circulation. In the case
cess of becoming sea concessions, with the
of seawater, the equipment is everything lo-
technical capability to produce and/or harvest
cated in each of the fattening centers, such
a biomass easily satisfying the 80 thousand
as pontoons, power supply systems, cages
tons projected in the 2015 plan.
and nets.
Curacalco Fish Farm.
The main equipment of Grupo ASF is that loca-
Humos 1 Fattening Center, Aysén Region, during the harvest process in December 2010. 34 australis seafoods
australis seafoods 35
Content
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Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
ď ź
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
Main Assets We have fish farms, operation centers, aquaculture concessions, genetics, water rights and equipment that give us a solid strategic position for sustaining our future development plans.
Female Atlantic Salmon, Ignao Fish Farm. Landcatch Reproduction Program. .
36 australis seafoods
australis seafoods 37
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
S UB S I D I AR I ES AND AF F I L I ATES
Piscicultura Río Maullín SpA Name
Piscicultura Río Maullín SpA
Naturaleza Jurídica
Joint-stock Company
Capital subscribed and paid
TCLP$ 1
Purpose
Buying, selling, breeding, cultivation, import, export and distribution of all type of marine resources, and in particular, salmonid species
Board of Directors
Rodrigo Arriagada Astrosa Federico Rodríguez Marty Luis Felipe Correa González
9. Information on Subsidiaries and Affiliates and Investments in other Companies On December 31st, 2011, the main subsidiaries of Grupo ASF are the following:
Australis Mar S.A.
General Manager
Rodrigo Arriagada Astrosa
% total participation
100%
Proportion of investment in the represented asset in the matrix
0%
Comercializadora Australis SpA Name
Comercializadora Australis SpA
Name
Australis Mar S.A.
Legal Nature
Joint-stock Company
Legal Nature
Corporation
Capital subscribed and paid
TCLP$ 1
Capital subscribed and paid
TUSD$ 5,066
Purpose
Purpose
Breeding and marketing of aquatic species, particularly salmonid species
Board of Directors
Rodrigo Arriagada Astrosa
Import, export, distribution, representation and marketing of all types of merchandise, goods and products, and above all, any sort of marine resource and salmonid species; investment in all sorts of immovable or movable property, corporeal or incorporeal, such as stocks, rights, bonds and debentures, negotiable instruments, shares or rights in any type of company
Board of Directors
Rodrigo Arriagada Astrosa
Federico Rodríguez Marty Alfredo Carvajal Molinare General Manager
Andrés Saint Jean Hernández
% total participation in the matrix
100%
Proportion of investment in the represented asset in the matrix
40%
Alfredo Carvajal Molinare Luis Felipe Correa González General Manager
Andrés Saint Jean Hernández
% total participation
100%
Proportion of investment in the represented asset in the matrix
0%
Landcatch Chile S.A. Name
Landcatch Chile S.A.
Legal Nature
Corporation
Capital subscribed and paid
TCLP$ 5,066,055
Purpose
Production, distribution and marketing of salmon and other fish varieties in different stages of the production cycle, bred and genetically enhanced for fresh or salt water
rations and results.
Rodrigo Arriagada Astrosa
10. Distributable Profit
Board of Directors
Federico Rodríguez Marty Andrés Saint Jean Hernández General Manager
José Manuel Bernales Balbontín
% total participation
100%
Proportion of investment in the represented asset in the matrix
9%
38 australis seafoods
In 2011, ASF did not have any business with its subsidiaries and affiliates (other than property relations). There were no contracts signed between ASF and its subsidiaries and affiliates that significantly influence ASF ope-
During the period covered in the current annual report, the company made a profit of $27,429 thousand USD. The Board of Directors proposes to the shareholders’ meeting that the amount of $8,243 thousand USD be distributed. The amount to be distributed corresponds to 30% of the net income minus all the effects of Fair Value in 2011.
11. Dividend Policy The company annually distributes at least 30% of net profits from each financial year as a cash dividend to shareholders, provided the balance between accumulated loss and net income is positive. This is without prejudice to the case in which the company’s dividend is reinvested by shareholders. In this last case, the amount of the dividends may be up to the total of the year’s net income.
australis seafoods 39
Our Company
Content
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The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
I NFOR M AT I ON
12. Share Transactions
For the period herein reported, the company had the following share transactions: • On March 14th, 2011, Director Rodrigo Arriagada Astrosa subscribed to 2,000,000 company shares. The share price is equal to the price at which each share was offered when it first entered the stock exchange, that is, $185. The transaction amount was $370,000,000, and the payment deadline is pending. This subscription was not made with the intention of acquiring control of the Company, but rather was a financial investment. • On March 14th, 2011, Director Federico Rodríguez Marty subscribed to 1,000,000 company shares. The share price is equal to the price at which each share was offered when it first entered the stock exchange, that is, $185. The transaction amount was $185,000,000, and the payment deadline is pending. This subscription was not made with the intention of acquiring control of the Company, but rather was a financial investment. • On June 14th, 2011, the company C. Rodríguez y Cia. Limitada, connected to Director Federico Rodríguez, bought 54,000 shares of the Company on the stock exchange, at a unit price of $185. The total transaction amount was $9,990,000. This purchase was not made with the intention of acquiring control of the Company, but rather was a financial investment.
20th, 2011: (i) Fitch Chile Clasificadora de Riesgo Ltda: First Class Level 4.
industrial sector of Puerto Chacabuco, commune and province of Aysén.
(ii) Clasificadora de Riesgo Humphreys Limitada: First Class Level 4.
The total price of the sale amounted to $1,125,000,000.
• By means of private instruments, on May 2nd, 2011 and July 19th, 2011,
• The subsidiary Landcatch Chile S.A., through public deeds on June
the subsidiary Australis Mar S.A. and Amado Rodríguez, Alejandro Almeida
30th, 2011, carried out two transactions with Banco Santander Chile in
and Francisco Pinto signed a Memorandum of Understanding in which both
order to refinance the acquisition of the Las Vertientes and Ignao fish
parties reached an agreement on the terms and conditions under which
farms. The total amount is $8,681,309 for a period of eight years with one
Australis Mar S.A. acquires 50% of the shares of True Pacific Holding Com-
grace year, 4.62% annual interest and option to prepay under parameters established starting in month 25.
pany, Inc., a company constituted in the state of Florida, United States of America, whose orientation and experience is marketing fish and seafood. • On May 19th, 2011, the Board of Directors approved the “Regularity Policy on Related Party Operations” and the “Policies of Information Dis-
geles Notary’s Office of Mr. Selim Parra, Landcatch Chile S.A. bought,
closure and Treatment and Ownership and Transaction of Securities Is-
commune of Los Ángeles, Bio Bio Region. The unit and total price of the
sued by Australis Seafoods S.A,” hereinafter the “Policies,” which must
sale amounted to $2,863,063,905.
comply with articles 9, 10, 12, 16 and subsequent articles of the Law No. 18,045 on the Securities Market and article 147 of Law No. 18,046 on Corporations and the General Standards No. 269 and No. 270 of the Securities and Insurance Superintendency. • By means of deeds dated June 3rd, 2011, issued in Mr. Ricardo Fontecilla’s notary’s office of Llanquihue, the subsidiaries of the companies Australis Mar S.A. and Piscicultura Río Maulín SpA acquired 100% of the social rights of Salmones Galway Limitada and Salmones Mitahues Limitada. These companies are owners of 89 requests for aquaculture concessions in different sectors of the ocean in the Aysén Region. The price of the aforementioned concessions was established on the basis of a fixed price, a sum of TUSD$2, paid with the signature of the co-
13. Information on Essential or Relevant Facts
During 2011 the Company reported the following essential or relevant facts: • On April 8th, 2011, by public deed executed by the Santiago notary’s office Eduardo Avello Concha, the subsidiary Landcatch Chile S.A. acquired the entire economic unit of the Las Vertientes Fish Farm, located in the La Araucanía Region, Cunco Commune. It was purchased from a non-related company and the price amounted to USD$5,600,000.
• By means of public deeds issued September 13th, 2011, in the Los Án-
rresponding deeds, and a variable price of TUSD$3, associated with the progress of the concession requests owned by the acquired companies and obtaining certain resolutions from relevant authorities regarding these requests. In addition, TUSD$100 will be paid for each concession awarded to a specific technical project starting with number 14, which has been favorably approved. • On June 8th, 2011, the Board of Directors declared successful the placement of 180,000,000 first issue shares, representative of 12.77% of the Company’s capital stock. This placement took place on June 9th, 2011 in the Santiago Stock Exchange. The first issue share offer took place in the local market through Larraín Vial S.A. Stockbrokerage, acting as placement agent, and the sale was executed in the Santiago Stock
from an unrelated third party, the Ketrún Rayén fish farm, located in the
• On October 20th, 2011, a Special Shareholders Meeting was held. Shareholders representing 97.274% of the total shares with voting entitlement attended, and the following was decided: (i) the revocation of the current Board, and the election of new members, including Mr. Rafael Fernández Morandé, who was nominated by the shareholder AFP Hábitat S.A. to represent pension funds it manages, and who was elected without the controlling shareholder votes. The other directors elected were nominated by the controlling shareholder and were already acting as directors of the Company; (ii) Determination of remuneration of Directors in their offices until the next regular shareholder meeting; (iii) Modification of currency used for Company accounting and stating statutory capital from Chilean pesos to United States Dollars; (iv) Capitalization of
15. Financial Reports
Annex No. 1 presents the company’s financial reports, properly audited under their respective rationales.
of article 26 of the Corporations Law, this capital being fixed at a sum of USD$123,032,084; (v) Reform of the permanent fifth and temporary first articles of the bylaws, in order to reflect the new agreements of the previous points. • The subsidiary Landcatch Chile S.A., by means of a public deed dated November 21st, 2011, made a leaseback transaction with BBVA Chile regarding the Ketrún Rayén fish farm, located in the commune of Los Ángeles, Bio Bio Region, for price of $5,708,336.00 for a period of eight years with a six month grace period. • On December 9th, 2011, the subsidiary Comercializadora Australis SpA acquired 50% ownership of True Salmon Pacific Holding Co. (hereinafter
Eduardo Avello Concha, the subsidiary Landcatch Chile S.A. acquired the
Book Auction.” The auction price of the offered shares was fixed by the
“TSP”), owner of 100% of the social rights or shares of True Nature Se-
entire economic unit of the Ignao Fish Farm, located in the Los Ríos Re-
Company for a sum of $185 per share, making the total amount of the
afoods Inc. and South Pacific Specialties LLC, companies through which it
gion, Lago Ranco Commune. It was purchased from a non-related com-
share placement $33,300,000,000.
markets fish and seafood in the United States of America and Canada to unrelated third parties. The total price amounts to $7,525,000 USD.
• The shares registered by the company in the Securities Registry of the
Santiago Notary’s Office of Mr. Eduardo Avello, the Company’s subsidiary
• On December 15th, 2011, Mr. Ricardo Daniel Misraji Vaizer replaced Mr. Al-
Securities and Insurance Superintendency, to be placed on the market
Procesadora de Alimentos Australis SpA bought, from an unrelated third
fredo Carvajal Molinare as the new Chief Financial Officer of Australis Se-
under the number 925, received the following risk classification on May
party, the facilities and equipment of the seafood processing plant in the
afoods S.A.
40 australis seafoods
the company did not have a board of directors.
taking out issue and placement costs, in compliance with paragraph two
• By deed, on April 20th, 2011, executed by the Santiago notary’s office
• Through public deeds awarded the 5th and 15th of July, 2011, in the
In 2011 the company did not receive any comments or proposals from shareholders owning 10% or more of the issued shares. In this period
the highest value obtained in the placement of shares on June 9th, 2011,
Exchange, Securities Exchange by means of the trading method “Orders
pany and the price amounted to UF 98,556.
14. Summary of Shareholder Comments and Proposals
australis seafoods 41
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Declaration of Responsibility The undersigned affirm that all the information contained in this 2011 annual report is reliable and true.
42 australis seafoods
Rodrigo Arriagada Astrosa President of the Board 8.547.812-5
Isidoro Quiroga Moreno Director 6.397.675-K
Federico Rodríguez Marty Director 9.357.625-K
Luis Felipe Correa González Secretary Director 11.947.424-8
Rafael Fernández Morandé Director 6.429.250-1
Andrés Saint-Jean Hernández General Manager 7.085.033-8
australis seafoods 43
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
ď ź
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
Content
Consolidated Financial Statements AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES December 31, 2011
Content
44 australis seafoods
Independent Auditors Report
47
Classified consolidated statement of financial position
48
Consolidated income statement by function
50
Consolidated statement of comprehensive income
51
Consolidated statement of changes in net equity
52
Consolidated statement of cash flows - indirect method
53
Notes to the consolidated financial statements
54
US$
- US dollars
TUSD$
- Thousands of US dollars
australis australis seafoods seafoods 45 45
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
ď ź
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Independent Auditors Report Santiago, March 14, 2012
Dear Shareholders and Directors Australis Seafoods S.A. We have audited the consolidated statements of financial position of Australis S.A. and subsidiaries as of December 31, 2011 and 2010, the consolidated statement of financial position from opening on January 1, 2010 and of the corresponding consolidated statements of comprehensive income, of the changes in equity and of cash flows for the years ending on these dates. The preparation of these financial statements (including the related notes) is the responsibility of the Administration of Australis Seafoods S.A. and subsidiaries. Our responsibility is to give our opinion about these financial statements based on the audits we conducted. These audits were conducted in accordance with the auditing standards generally accepted in Chile. These standards require that we plan and conduct the audit to obtain reasonable assurance that the consolidated financial statements are free of significant incorrect representations. An audit includes examining, based on tests, of evidence supporting the amounts and disclosures shown in the consolidated financial statements. An audit also includes an evaluation of the accounting principles used and the significant estimates made by Company Administration, as well as an evaluation of the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. In our opinion, these consolidated financial statements present accurately, in all significant aspects, the financial position of Australis Seafoods SA and subsidiaries as of December 31, 2011 and 2010 and of January 1, 2010, the comprehensive income of its operations and cash flows for the years ending December 31, 2011 and 2010, according to International Financial Reporting Standards.
Luis Enrique Alamos O. RUT: 7.257.527-8
46 australis seafoods
australis seafoods 47
Content
Our team
Our Company
The Salmon Industry
Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Classified Consolidated Statement of Financial Position
Assets
Note
As of December 31, 2011 TUSD$
As of December 31, 2011 TUSD$
As of January 1, 2010 TUSD$
7
51,480
11,768
3,670
426
377
35
Other non-financial assets, current
As of December 31, 2011 TUSD$
As of December 31, 2011 TUSD$
As of January 1, 2010 TUSD$
Current liabilities Other current financial liabilities
19
16,445
12,630
40,365
20
51,330
35,244
14,283
Current accounts payable to related entities
10
3,893
557
2,990
Provisions for employee benefits, current
21
2,604
1,900
465
74,272
50,331
58,103
Trade debtors and other receivables, current
9
16,864
10,175
11,133
Trade accounts and other receivables, current
Accounts receivable to related entities, current
10
5,751
9,462
1,523
11
11,506
2,617
3,494
Biological assets, current
12
78,797
57,651
29,523
Assets for taxes, current
13
Inventories
Note
Liabilities
Current Assets Cash and Cash Equivalents
Equity and Liabilities
Total of Current Assets
7,945
5,748
1,211
172,769
97,798
50,589
Non-current assets Other non-financial assets, non-current
14
7,535
8,929
5,553
Investments recorded using accounting method of participation
15
7,612
-
-
Intangible assets other than goodwill
16
14,456
10,422
6,775
Properties, plant and equipment
17
60,373
30,664
20,888
Non-current biological assets
12
28,860
16,343
9,445
Assets for deferred taxes
18
4,000
1,593
1,283
Total of non-current assets
122,836
67,951
43,944
Total of Assets
295,605
165,749
94,533
Total of current liabilities Non-current liabilities Other non-current financial liabilities
19
65,725
52,252
379
Other non-current, payable accounts
20
-
-
5,259
Non-current accounts payable to related entities
10
-
628
11,395
Liability for deferred taxes
18
8,877
5,617
3,791
-
-
10
1,507
360
-
76,109
58,857
20,834
150,381
109,188
78,937
Other non-financial liabilities, non-current Provisions for employee benefits, non-current
21
Total of non-current liabilities Total of liabilities Equity Issued capital
22
123,081
46,652
20,114
Acumulated earnings (losses)
23
24,163
11,929
(4,708)
Other reserves
(2,020)
(2,020)
-
Equity attributable to the owners of the controller
145,224
56,561
15,406
Non-controlling participation
The attached notes, numbers 1-34, form an integral part of these consolidated financial statements.
48 australis seafoods
-
-
190
Total equity
145,224
56,561
15,596
Total of Liabilities and Assets
295,605
165,749
94,533
The attached notes, numbers 1-34, form an integral part of these consolidated financial statements.
australis seafoods 49
Content
Our team
Our Company
The Salmon Industry
Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Consolidated Income Statement by Function
Consolidated Statement of Comprehensive Income
Note Income Statement of Earnings (loss) Income from regular activities Cost of sales Gross profit pre fair value
25
For the financial year ending on December 31, 2011 December 31, 2010 TUS$ TUS$
Por el ejercicio terminado As of December 31 of 2011 TUSD$ Consolidated statement of comprehensive income
163,664 (113,315) 50,349
84,401 (58,307) 26,094
(23,479) 23,420 50,290
(14,627) 13,608 25,075
29 15
450 (2,025) (8,317) (1,700) 1,921 (1,901) 87
2,200 (1,257) (5,217) (2,736) 238 (1,241) -
30
(4,680)
2,362
34,125
19,424
Total of comprehensive income
(6,696)
(2,047)
Comprehensive income attributable to
27,429 -
17,377 -
Income (loss)
27,429
17,377
Income (loss), attributable to Income (loss), attributable to owners of the controllers Income (loss), attributable to non-controlling interests
27,429 -
17,377 -
Income (loss)
27,429
17,377
Income per basic and diluted asset Income (loss) per basic and diluted asset in on-going operations Income (loss) per basic and diluted asset per ceased operations
0.020 -
847 -
Income (loss) per basic asset
0.020
847
(charge) credit to Fair Value Earnings of biological assets harvested and sold (charge) credit to Fair Value earnings for current development of assets Gross profit Other earnings, per function Distribution cost Management expenses Other expenses, per function Financial Earnings Financial Costs Interests in earnings (losses) from Associates and joint ventures that are recorded using the method of participation Exchange differences
26 27 28 26
Income (loss), before taxes Expenses per income tax Income (loss) from on-going operations Income (loss) from ceased operations
18
Income (loss)
As of December 31 of 2010 TUSD$
27,429
17,377
Income (loss) per conversion exchange differences, before taxes
-
-
Other comprehensive income, before taxes, exchange differences pro conversion
-
-
Other elements of comprehensive income, before taxes
-
-
Other comprehensive income
-
-
27,429
17,377
27,429
17,377
-
-
27,429
17,377
Elements of other comprehensive results, before taxes Conversion exchange differences
Comprehensive income attributable to owners of controller Comprehensive income attributable to non-controlling interests Total of comprehensive income
Income per asset
The attached notes, numbers 1-34, form an integral part of these consolidated financial statements.
50 australis seafoods
The attached notes, numbers 1-34, form an integral part of these consolidated financial statements
australis seafoods 51
Content
Our Company
Our team
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Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Consolidated Statement of Changes in Net Equity
Consolidated Statement of Cash Flows Indirect Method
AS OF DECEMBER 31, 2011 AND 2010
Opening balance current period 01/01/2011
Issued capital
Share premium
TUSD$
TUSD$
Other reserves
Equity attributable to the owners of the controller
Non-controlling interests
Total equity
TUSD$
TUSD$
TUSD$
TUSD$
46,652
-
11,929
56,561
-
56,561
Increase [decrease] due to changes in accounting policies
-
-
-
-
-
-
Increase (decrease] for error corrections
-
-
-
-
-
-
46,652
-
11,929
56,561
-
56,561
Profit (loss)
-
-
27,429
27,429
-
27,429
Other comprehensive income
-
-
-
-
-
-
-
-
27,429
27,429
-
27,429
7,790
61,687
-
69,477
-
69,477
-
-
(8,243)
(8,243)
-
(8,243)
(6,952)
-
-
-
Opening balance restated
(2,020)
Acumulated earnings (losses)
(2,020)
Changes in equity Comprehensive income
Comprehensive income Issuance of equity Dividends Increase (decrease] due to other owner contributions
6,952
-
Capitalization premium
61,687
(61,687)
Total changes in equity
76,429
-
-
12,234
88,663
-
88,663
Final balance current period 12/31/2011
123,081
-
(2,020)
24,163
145,224
-
145,224
Other reserves
Acumulated earnings (losses)
Equity attributable to the owners of the controller
Non-controlling participation
Total equity
TUSD$
TUSD$
TUSD$
TUSD$
Opening balance current period 01/01/2010
Issued capital
Share premium
TUSD$
TUSD$
20,114
-
-
-4,708
15,406
190
15,596
Increase [decrease] due to changes in accounting policies
-
-
-
-
-
-
-
Increase (decrease] for error corrections
-
-
-
-
-
-
-
20,114
-
-
(4,708)
15,406
190
15,596
Profit (loss)
-
-
-
17,377
17,377
-
17,377
Other comprehensive income
-
-
-
-
-
-
-
-
-
-
17,377
17,377
-
17,377
-
0
-
(9,466)
(9,466)
Opening balance restated Changes in equity Comprehensive income
Comprehensive income Issuance of equity Dividends Increase (decrease] due to other owner contributions Increase (decrease] due to other owner distributions Increase (decrease] due to transfers and other changes
50,519
50,519
(18,083)
(18,083)
(8,152)
Increase (decrease] due to portfolio transactions Other increases
2,254
0 (9,466) 50,519
(190)
(18,273)
8,152
0
0
458
458
458
(2,020)
116
350
Total changes in equity
26,538
-
(2,020)
16,637
41,155
(190)
40,965
Final balance current period 12/31/2010
46,652
-
(2,020)
11,929
56,561
-
56,561
As part of the other reserves account balance, accounting effects derived from the application of Official Memorandum No. 456 of the SVS.
The attached notes, numbers 1-34, form an integral part of these consolidated financial statements.
52 australis seafoods
350
Statement of cash flows Cash flows from / (used in) operating activities Income (loss) Adjusments per income (loss) reconciliation Adjusment per expenses per income tax Adjustments per decrease (increase) of inventories Adjustments per decrease (increase) in comercial payable accounts Adjustments per decrease (increase) in other receivable account from operation activities Adjustments per increases (decrease) in comercial payable accounts Depreciation and amortization adjustments Provision adjustment Adjustments of unperformed foreign exchange losses (earnings) Adjustments per loss (earnings) of fair value Other adjustments per items different from cash Adjustments per non-distributed earnings of associates Total of adjustments per income (loss) reconciliation Paid dividends Net cash flows from / (used in) operating activities Cash flows from / (used in) investment activities Other payments to acquire participation in joint ventures Charges to related entities Carrying amounts from properties, plant and equipment sold Purchasing of properties, plant and equipment Purchasing of intangibles assets Net cash flows from / (used in) investment activities Net cash flows from / (used in) financing activities Items from share issue Items from long term loans Items from short term loans Loans to related entities Payment of loans Payment of liabilities due to financial leases Paid interests Payments of loans to related entities Net cash flows from / (used in) financing activities Net increase (decrease) in cash and cash equivalents before the effect of the changes in the foreign exchange rate Effects of the variation on the exchange rate on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the start of the period Cash and cash equivalents at the end of the period
01/01/2011 12/31/2011
01/01/2011 12/31/2011
27,429
17,377
6,696 (42,300) (6,602) (803) 6,837 2,771 2,767 4,680 59 (87) (25,982) (9,248) (7,801)
2,047 (34,681) 2,415 13,003 1,300 1,106 (2,362) 1,019 (16,153) 1,224
(4,000) 9,248 8,782 (32,877) (2,666) (21,513)
(14,161) (490) (14,651)
69,477 5,292 9,248 (12,600) (230) (1,533) (628) 69,026
32,367 640 (11,285) (197) 21,525
39,712
8,098
39,712 11,768 51,480
8,098 3,670 11,768
The attached notes, numbers 1-34, form an integral part of these consolidated financial statements.
australis seafoods 53
Content
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Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Notes to the Consolidated Financial Statements As of December 31, 2011
The financial statements present an accurate image of the net worth and financial position on December 31, 2011, as well as results of operations, changes in equity and cash flows that occurred in the company for the financial year ending on December 31, 2011. For the purpose of comparison, the classified Statement of financial position and the associated explanatory notes are compared with the balances of December 31, 2010 and January 1, 2010, and the Consolidated Statement of indirect cash flow and the Consolidated Statement of changes in net equity are given for the financial year ending on December 31, 2011 and 2010. The consolidated financial statements of Australis Seafoods S.A. were prepared on a going concern basis.
Note 1 - General Information
The consolidated financial statements of Australis Seafoods S.A. and subsidiaries corresponding to the financial year ending on December 31, 2011 were approved by the board during a meeting on March 14, 2012.
Australis Seafoods S.A. RUT 76.003.557-2 (hereinafter “Australis Seafoods” or the “Company”) is a Corporation constituted by means of a public deed on October 31, 2007, executed in the notary’s office of Iván Torrealba Acevedo, according to index No. 11.56807. An extract of this deed was entered in the Register Commerce of the Real Estate Office of Santiago, pages 48,775 No. 34,583. The Company is located on Avda. Presidente Riesco 5711, office 1603, Las Condes, notwithstanding the agencies, offices or branches established in the country or abroad. The duration term of the Company is indefinite. On May 19, 2011, the Company was registered under the number 1074 in the Securities Registry of the SVS. The capital of the Company is one hundred and twenty-four million four hundred and seventy-seven thousand U.S. dollars (TUSD $ 124,477) which is divided into 1,403,002,444 shares (one billion four hundred and three million two thousand four hundred and forty-four). The Society corresponds to a parent company that integrates a group of four subsidiaries; Landcatch Chile S.A., Australis Mar S.A., Río Maullín SpA. Fish Farm and Comercializadora Australis S.A. This structure was defined at the end of 2010 in order to focus and strengthen the different businesses in the group, that is, the freshwater business through the subsidiary Landcatch Chile S.A. and the seawater business through the subsidiary Australis Mar S.A. This was done considering that the previous structure of the group
Note 2 - Summary of the Main Accounting Policies Below, the main accounting policies adopted for preparation of consolidated financial statements are described. These will be applied uniformly to all financial periods presented in these financial statements.
2.1 Basis of preparation These consolidated financial statements of Australis Seafoods S.A. a December 31, 2011 were prepared in accordance with the International Financial Reporting Standards (IFRS). The company has adopted the International Financial Reporting Standards starting on January 1, 2011, and therefore the transition date to these standards is January 1, 2010. The financial statements from December 31, 2011 have been prepared in order to comply with SVS requirements. In accordance with the provisions of IFRS 1, the date of transition of Australis Seafoods S.A. and subsidiaries is January 1, 2010 and the date of adoption is January 1, 2011.
included two subsidiaries for freshwater business, one subsidiary for seawater fattening and other additional subsidiaries, which
The preparation of these consolidated financial statements in conformity with IFRS requires the use of certain accounting estimates
made the group’s business development less efficient. Subsequently, in July 2011, the subsidiary Comercializadora Australis SpA
and criteria. It also requires that the Administration exercises judgment during the process of applying the Company´s accounting
was incorporated.
policies.
The company’s social purpose, as defined in its charter, is:
Note 5 gives the areas involving a higher degree of judgment and complexity or the areas where assumptions and estimates are
a) The import, export, distribution, representation and marketing of all kinds of merchandise, goods and products. b) The purchase, sale, exchange, leasing and disposal of all types of real estate and movable assets, aquaculture concessions, fishing and fish farm authorizations, rights and other similar assets. c) The supply of all types of services, from the company or from third parties and consultants, including those services related to fishing and fish farming, among others. d) The buying, selling, breeding, cultivation, import, export and distribution of all type of hydro-biological resources, and in particular,
relevant and significant for the consolidated financial statements. At the date of these financial statements, there are no significant uncertainties regarding events or conditions that may cause significant doubts as to whether the entity will continue to operate normally on a going concern basis.
2.2 New issued standards and interpretations a) The following standards, interpretations and amendments are mandatory for the first time for the financial periods beginning on January 1, 2011:
salmonidae species, and also all business directly or indirectly related with fishing and fish farming activities. e) Investment in all types of movable or inmovable assets, tangible or intangible assets, such as stocks, bonds and debentures, commercial instruments, savings schemes, shares or rights in any sort of company, whether commercial or civil, communities or associations, and in any type of bond or security, and in general, to execute all contracts and acts to achieve these ends, and
Mandatory for periods Standards and interpretations IAS 24 (revised) “Disclosures of related parties”
beginning on 01/01/2011
f) To form, constitute or integrate companies, associations or corporations of any type in order to achieve the social purposes. These financial statements of Austalis Seafoods S.A. and subsidiaries consist of the classified Consolidated Statement of financial position, the Consolidated Statement of comprehensive income by function, the Consolidated Statement of indirect cash flow, the Consolidated Statement of changes in net equity and the Complementary Notes with disclosures to these consolidated financial statements.
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Amendments and improvements
Mandatory for periods beginning on
Amendments and improvements
Mandatory for periods beginning on
IAS 32 “Financial Instruments: Presentation”
02/01/2010
IAS 1 “Presentation of Financial Statements”
07/01/2012
IFRS 1 “First-time Adoption of International Financial Reporting Standards”
07/01/2010
IAS 12 “Income Taxes”
01/01/2012
Improvements to International Standards:
IFRS 1 “First-time Adoption of International Financial Reporting Standards”
07/01/2011
There have been improvements made to the IFRS 2010 in May 2010 for a set of standards and interpretations. The effective adoption dates of these minor modifications vary from standard to standard, but the majority have an adoption date of January 1, 2011:
IFRS 7 “Financial Instruments: Disclosures”
07/01/2011
IAS 28 “Investments in associates and joint ventures”
01/01/2013
IFRS 1 “First-time Adoption of International Financial Reporting Standards”
01/01/2011
IFRS 3 (revised) “Business Combinations”
07/01/2010
IFRS 7 “Financial Instruments: Disclosures”
01/01/2010
IAS 1 “Presentation of Financial Statements” IAS 27 “Consolidated and Separate Financial Statements”
01/01/2011 07/01/2010
IAS 34 “Interim Reporting”
01/01/2011
IFRIC 13 “Customer Loyalty Programs”
01/01/2011
The adoption of the standards, amendments and interpretations described above do not have a significant impact on the consolidated financial statements of the Company.
2.3. Basis of consolidation a) Subsidiaries Subsidiaries are all entities over which Australis Seafoods S.A. and subsidiaries have power to govern financial and operating policies, which generally comes with a stake of more than half of the voting rights. When evaluating if the group of companies organized
b) The newly issued standards, interpretations and amendments, not in force for the financial year 2011, have not yet been adopted. Standards and interpretations
Company administrations deems that the standards, amendments and interpretations adoption described above do not have a significant impact on the Company´s consolidated financial statements in the first period of application.
Mandatory for periods beginning on
Revised IAS 19 “Employees benefits”
01/01/2013
IAS 27 “Separate Financial Statements”
01/01/2013
IFRS 9 “Financial Instruments”
01/01/2015
IFRS 10 “Consolidated Financial Statements”
01/01/2013
IFRS 11 “Joint Agreements”
01/01/2013
IFRS 12 “Disclosure of shareholdings in other entities”
01/01/2013
IFRS 13 “Fair value measurements”
01/01/2013
IFRIC 20 “Stripping Costs in the production phase of open pit mines”
01/01/2013
under Australis Seafoods S.A., hereinafter the “Group,” controls another entity, the existence and effect of potential voting rights that are currently possible to exercise or convert are considered. The subsidiaries are consolidated from the date on which control is transferred, and are excluded from the consolidation on the date that control ends. The acquisition accounting method is used for subsidiary acquisition. The acquisition cost is the fair value of the assets relinquished, of the equity instruments issued and of the incurred or assumed liabilities at the date of exchange, plus the costs directly attributable to the acquisition. The identifiable acquired assets and the assumed identifiable liabilities and contingencies in a business combination are initially measured by their fair value at the date of acquisition, independently of the extent of non-controlling interests. The cost excess of acquisition on the fair value of the Company´s participation in the identifiable net assets acquired is recognized as goodwill. If the cost of acquisition is less than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the income statement. Intercompany transactions are eliminated, along with balances and unrealized earnings from transactions between related entities. Unrealized losses are also eliminated, unless the transaction provides evidence of a loss due to depreciation of the transferred asset. When it is necessary in order to ensure uniformity with the policies adopted by Australis Seafoods S.A. and subsidiaries, the subsidiaries’ accounting policies will be modified.
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Below are the details of the companies included in these consolidated statements of financial position
Company Name
Rut
Country of origin
Functional currency
b) Transactions and non-controlling shares The non-controlling interests are presented under the heading net equity of the Classified consolidated statement of financial po-
As of December 31, 2011 Direct %
Indirect %
Total %
As of December 31, 2011 %
As of January 1, 2010 %
Landcatch Chile S.A. (i)
77.071.070-7
Chile
USD
-
-
-
-
100.00
Australis Mar S.A.
76.003.885-7
Chile
USD
99.95
0.05
100.00
100.00
100.00
Pisc. Río Maullín Spa
76.082.694-4
Chile
USD
100.00
-
100.00
100.00
100.00
Río Calle Calle S.p.A.)
76.090.483-k
Chile
USD
99.9998
0.0002
100.00
100.00
100.00
Comercializadora Australis SpA
76.126.907-0
Chile
USD
100.00
-
100.00
-
-
Chile Seafoods S.A.
96.943.600-0
Chile
USD
-
100.00
100.00
100.00
100.00
Inversiones Caiquenes Ltda
76.043.420-5
Chile
USD
-
100.00
100.00
100.00
100.00
Salmones Gama Ltda.
76.065.730-1
Chile
USD
-
100.00
100.00
100.00
100.00
sition. The earning or loss attributable to the non-controlling share is presented in the consolidated statement of comprehensive income by function shaping the earning (loss) of the financial year. The results of the transactions between non-controlling shareholders and shareholders of the companies where ownership is shared are recognized within the equity, and, therefore, shown in the Consolidated statement of changes in net equity. c) Joint ventures Shares in joint ventures are integrated by the equity method as described in IAS 31 paragraph 38.
Landcatch Chile S.A. (ex Pisc.
2.4. Financial Information by operating segment IFRS 8 requires entities to adopt the “Administration’s focus” when disclosing information about the income of its operating segments. In general, this is the information that the Administration uses internally in order to evaluate segment performance and decide how to allocate resources. Australis Seafoods S.A. and subsidiaries present information by segments (corresponding to business areas) based on the financial
Food Processor Australis SPA
76.126.902-k
Chile
USD
-
100.00
100.00
-
-
Inversiones Ovas del Pacifico
76.088.812-5
Chile
USD
-
100.00
100.00
100.00
-
Piscicultura Río Salvaje
76.847.050-2
Chile
USD
-
100.00
100.00
100.00
-
information made available to decision makers, with respect to matters such as profitability measurement and investment allocation, and based on product differentiation, in accordance with the provisions of IFRS 8 - Operating Segments. This information is presented in detail in Note 6.
At the end of the 2010 financial year, Australis Seafoods S.A. (Parent Company) underwent a restructuring of the company
Segments disclosed by Australis Seafoods S.A. and subsidiaries are:
group in order to simplify its operations, separately defining the freshwater business and seawater fattening business. This
- Freshwater salmon cultivation
restructuring included the sale of shares within the group, leaving a simpler structure that included the concentration of
- Seawater salmon and trout cultivation
freshwater operations in the subsidiary Landcatch Chile S.A. (before Piscicultura Río Calle Calle SpA.) and fattening in seawater
2.5. Foreign currency transactions
operations in the subsidiary Australis Mar S.A.
a) Presentation currency and functional currency
As a result of this restructuring, the following transactions, among others, were done: On December 16, 2010, Australis S.A. sells
The items included in the financial statements for each entity of Australis Seafoods S.A. and subsidiaries are measured using the cu-
a share of Landcatch Chile S.A. to Piscicultura Río Calle Calle S.p.A. On the other hand, on December 20, 2010, at the Sharehol-
rrency of the primary economic environment in which the entity operates (functional currency). The functional currency of Australis
ders Extraordinary General Meeting, it was agreed to increase the social capital of Piscicultura Río Calle Calle SpA by TUSD$
Seafoods S.A. and subsidiaries is the U.S. dollar, which is also the presentation currency for the consolidated statements of financial
10,723 by issuing the respective payment shares. That increase was signed and paid in full by Australis Seafoods S.A. (Parent
position.
company) by providing all shares held in Landcatch Chile S.A. (old) plus a demand note. By virtue of the foregoing, Piscicultura Río Calle Calle SpA becomes owner of 100% of the shares of Landcatch Chile S.A. (old), so that the latter dissolves and the former becomes its legal successor. Additionally, in the same act, the joint stock company “Piscicultura Río Calle Calle SpA” was transformed into a closed stock corporation named “Landcatch Chile S.A.” On December 31, 2010, in Extraordinary Shareholders Meeting, the division of Australis Seafoods S.A. into two companies was approved. A new company with the name or trade name “Inversiones en Aquicultura S.A.” comes into effect, while the former maintains the same name and RUT. In the same act, the entire equity of the new company and the assets and liabilities of the divided company they correspond to the new company are approved, all with effect of January 1, 2010. The equity of the new
b) Transactions and balances Transactions in foreign currency are converted to the functional currency using the exchange rates in effect on the transaction dates. The losses and earnings in foreign currency, resulting from the transactions liquidation and from the conversion to the exchange rates at the closing of monetary assets and liabilities denominated in foreign currency, are recognized in the income statement. c) Foreign currency exchange rates The exchange rates of the major currencies used in the accounting processes of Australis Seafoods S.A. and subsidiaries, against the dollar, on December 30, 2011, December 31, 2010 and January 1, 2010 are the following:
company, and therefore the amount by which the social capital of Australis Seafoods S.A. is decreased, goes to TUSD$ 9,714,
As of December 31, 2011
which corresponds to the investment in Australis S.A. together with the respective negative goodwill. In virtue of the foregoing, Australis Seafoods S.A. is no longer owner of the company Australis S.A. Subsequently, in July 2011, the Company acquired all the shares of Comercializadora Australis SpA, an entity that at that date had no activity. Through this entity, on December 9, 50% of True Pacific Salmon Holding Co. was acquired. This company owns
Chilean peso
Closing
Cumulative monthly average
519.2
483.54
As of December 31, 2010
As of January 1, 2010
Closing
Cumulative monthly average
Closing
Cumulative monthly average
468.01
515.26
507.10
559.61
100% of the social rights or shares of True Nature Seafoods Inc. and South Pacific Specialties LLC, companies through which
2.6. Properties, plant and equipment
it develops its marketing of fish and seafood in the United States and Canada.
The Company’s fixed assets consist of land, buildings, infrastructure, machinery, equipment and other fixed assets. The main fixed assets of Australis Seafoods S.A. and subsidiaries are lands, freshwater fish farms with their equipment and machinery and seawater fattening centers. The buildings, plant, equipment and machinery are recognized both initially and subsequently at their historical cost minus any cumulative depreciation and impairment, if there was any.
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
For the purposes of transition to IFRS, as permitted by IFRS 1, the most significant land and buildings of the Company’s freshwater
Calculation of the fair value is based on market prices for harvested fish and adjusted for distribution differences of size and quality
subsidiary were revalued at January 1, 2010. These valuations were carried out based on market value. Their subsequent measure-
or ranges of normal weights at harvest, taking into account the weight considerations indicated in the following table. This price is
ment is done in accordance with IAS 16 using the historical cost method. Seawater fixed assets are accounted for both initially and
adjusted for harvest, transportation and processing costs, to bring it to its value and condition of bled fish at breeding stage. There-
subsequently at their respective historical cost, minus any cumulative depreciation and impairment, if there was any.
fore, the evaluation includes the lifecycle stage, the current weight and the expected distribution by size of the fish harvest. This fair
Subsequent costs (replacement parts, improvements and expansions) are included in the initial asset value or are recognized as a separate asset, only when it is likely that future economic benefits associated with the fixed asset elements will go to the Group and the cost of the element can be reliably determined. The value of the substituted part is written off in the account. All other repairs and maintenance are charged in the income statement of the financial year, or the financial year in which they are incurred. Daily maintenance and common repair costs are included in the profit or loss of the financial year. This is not so for replacements of significant or strategic parts which are capitalized and depreciated over the remaining useful life of the assets, based on each component. Depreciation of assets is calculated using the straight-line method, systematically distributed throughout useful life. Useful life has been determined based on naturally expected wear and tear, by technical or commercial obsolescence arising from changes and/
value estimate is stated in the Company’s income statement. Below is a summary of the valuation criteria: Stage
Valuation
Freshwater
Spawning fish
Direct and indirect cumulative cost.
Freshwater
Eggs
Direct and indirect cumulative cost.
Freshwater
Smolts and juvenile fish
Direct and indirect cumulative cost in different stages
Seawater
Sea fish
Fair value, according to the following:
.
or improvements in production and by changes in market demand for the products obtained using these assets. Land is not depre-
• Atlantic salmon from 4.3 kg in water (4.0 bled), HON average price. • Coho salmon from 2.5 kg in water (2.3 bled), H&G average
ciated.
price. • Trout from 2.5 kg in water (2.3 bled), H&G average price
Estimated technical useful life and their residual values are the following: Freshwater
Buildings
Asset
Valuation model
Seawater
Useful life
Residual value
Useful life
Residual value
Average
TUSD$
Average
TUSD$
13
142
-
-
Plant and equipment
7
234
10
661
Information technology equipment
3
3
-
-
Fixtures and fittings
4
3
10
20
The assessment is reviewed for each cultivation center, based on the biomass of the existing fish at the end of each financial year (inventory). Details include the total number of fish being bred, their average weight and the cost of the fish biomass. In the calculation, the value is estimated by considering the average weight of this biomass, which is then multiplied by the value per kilo reflected by market price. The market price is obtained from a range of prices of latest sales in the month. Assumptions used to determine the fair value of the fish being bred The estimation of the fair value of the fish biomass will be always based on uncertain assumptions, even when the Company has significant experience with these factors. Estimates are applied considering the following: fish biomass volume (applying the
The assets residual value and useful life are reviewed and adjusted if necessary at closing of each statement of financial position,
subsidiary’s average mortality), average biomass average weight, distribution of weights at harvest and market prices.
in order to obtain the remaining useful life according to the value of the assets.
Fish biomass volume
When the value of an asset exceeds it estimated recoverable value, its value is immediately reduced to its recoverable amount, by
The fish biomass volume is an estimate based on the number of smolts in the water, the growth estimate at the time, the application
means of the application of impairment tests. Gains or losses from the sale of property, plant and equipment is calculated by comparing proceeds from the sale with the asset’s
of the mortality observed in the period, etc. The uncertainty regarding biomass volume is usually lower in the absence of mass mortality events during the cycle or if the fish for some reason have been affected by illness.
carrying value (depreciation net) and are included in the Income statement.
Together with the above, it is worth noting that this volume, use to calculate the biological asset, includes fish whose average weight
2.7 Biological assets
harvested.
Coho and Atlantic species salmonidae biological assets as well as trout in the seawater fattening stage are measured at fair value minus the estimated costs at the point-of-sale, applying weight considerations which are detailed later under this same point, except when the fair value cannot be determined reliably in accordance with the definitions in IAS 41. In this case the first consideration should be finding an active market for these assets. Moreover, the biological assets associated with the freshwater stage, that is, spawning fish, eggs, juvenile fish and smolts, are
is greater than the cuts already defined for each type. The foregoing translates into an estimate very close to the final volume to be
Market Prices Market prices´ assumptions are important for assessment. In the case of the subsidiary Australis Mar S.A. and for the financial periods corresponding to January 1, 2010, December 31, 2010 and to December 31, 2011, the average prices of recent sales by the subsidiary were used.
valued at the cumulative cost at the closing date. The direct and indirect costs incurred in the production process are part of the value of the biological asset, through activation. The accumulation of these costs at the close of each financial period are compared with the fair value of the biological asset. Changes in the fair value of these biological assets are reflected in the income statement for the financial year. The biological assets, which have a projected harvest date of less than 12 months, are classified as current assets.
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Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
ď ź
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
2.8. Intangible assets other than goodwill
Losses due to value impairment may be reversed for accounting purposes only up to the amount of losses recognized in previous
a) Aquaculture concessions
financial years, so that the carrying amount of these assets does not exceed the value that they would have had if these ad-
Aquaculture concessions acquired from third parties are recognized at historical cost. The useful life of these concessions is mainly
justments had not been made. This reversal is recorded in the account other earnings (losses).
indefinite, since they have no expiration date and do not have a predictable useful life, and therefore, they are not depreciated. Con-
2.11 Financial assets
cessions obtained under the new fishing law have a useful life of 25 years. This is renewable according to compliance with sanitary and environmental conditions. These concessions are depreciated based on useful life.
Australis Seafoods S.A. and subsidiaries classifies financial assets in the following categories: at fair value through profit or loss, loans and receivables, financial assets held to maturity and available for sale. The classification depends on the purpose for which
b) Software
the financial assets were acquired. The Administration determines the classification of its financial assets at the time of the initial
Purchased licences for software programs are capitalized based on costs incurred to acquire and prepare them in order to use the
recognition.
specific program. These costs are amortized over their estimated useful life of 4 years. Costs associated to the development or maintenance of software programs are recognized when they are incurred. Costs directly related to production of unique, identifiable software controlled by Australis Seafoods S.A. and subsidiaries, which will likely generate economic benefits that exceed costs for more than one year, are recognized as intangible assets. Direct costs include staff costs who develop software, and any type of cost incurred in development or maintenance. c) Water rights These correspond to the rights of water use associated with fish farming technical projects. These rights are indefinite and therefore not amortized. Water rights acquired from third parties are recognized at heir historical cost. d) Research and development costs Research costs are recognized when incurred. Costs incurred in development projects (related to design and testing of new or improved products) are recognized as an intangible asset when the following requirements are met:
Classification of financial assets: a) Financial assets at fair value changes in profit or loss Financial assets at fair value through profit or loss are financial assets held for negotiation. A financial asset is classified in this category if it is acquired principally for the purpose of being sold in the short term. Assets in this category are classified as current assets. b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments not listed in an active market. Those items with expiration of less than 12 months are classified as current assets. Items with an expiration of more than 12 months are classified as non-current assets. Loans and receivables are included in trade and other receivables. These must be accounted for initially at their fair market value, recognizing a financial result for the financial period that takes place between its recognition and subsequent valuation. In the case
a) Technically, it is possible to complete the production of the intangible assetct so that it is available for use or sale.
of trade, other debtors and other receivables, it was decided to use the nominal value, keeping in mind the short collection periods
b) The administration intends to complete the intangible asset in question for use or sale.
of the Company.
c) It is possible to use or sell the intangible asset. d) It is possible to demonstrate how the intangible asset will generate likely economic benefits in the future. e) There are adequate technical, financial or other types of resources available to complete development and to use or sell the intangible asset. f) It is possible to reliably assess the expenditure attributable to the intangible asset during its development.
2.9. Interest costs When applicable, costs due to incurred interests for the construction of any qualifying asset are capitalized during the period of time needed to complete and prepare the asset for its intended use. Other interest costs are reported in the outcomes.
c) Recognition and measurement of financial assets The acquisitions and disposals of financial assets are recognized on the trade date, that is, the date that Australis Seafoods S.A. agreed to acquire or sell the asset. i) Initial recognition Financial assets are initially recognized for their fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed. ii) Later valuation
2.10 Impairment of non-financial assets
Financial assets available for sale and financial assets at fair value through profit or loss or later accounted for at fair value are
Assets that have an indefinite useful life are not subject to depreciation and undergo anual tests for value impairment losses.
accounted later for their fair value (with compensation in other comprehensive income and results, respectively). Loans and
Assets subject to depreciation are tested for impairment losses whenever an event or change in business circumstances indicates that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount is greater than the recoverable value. The recoverable value of an asset is the larger of the fair value of an asset minus sale costs and its value in use. In order to evaluate value impairment losses, the assets are grouped at the lowest level for which there are separately identifiable cash flows (CGU). Non-financial assets other than bought Goodwill that have suffered an impairment loss are subject to review on each statement of financial position closing date in order to see if reversals of losses have taken place.
receivables are accounted for at amortized cost with the effective interest rate method. Financial assets are written off in the account when rights to receive cash flows from investments have expired or have been transferred, and Australis Seafoods S.A. and subsidiaries has transferred all the risks and rewards derived from ownership. Australis Seafoods S.A. and subsidiaries evaluates, on the date of each statement of financial position, if there is objective evidence that a financial asset or a group of financial assets have suffered impairment losses.
2.12 Inventories Stocks are valued at acquisition cost or net realizable value, whichever is lower. The cost is determined by the weighted average price (WAP) method. The cost of finished products and products in processing includes the cost of raw materials (value of harvested biological assets), direct labor, other direct costs and general production overheads (based on normal operating capacity).
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Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
ď ź
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Net realizable value is the estimated selling price in the ordinary course of business, minus variable applicable selling costs. Obsolete products or products of slow movement are recognized at their fair value.
2.13 Trade and other receivables Trade accounts receivable are recognized at nominal value, since the average expiration periods do not exceed 90 days. If there is income associated with the longer term of payment, it is reported as deferred income in the current liability and the accrued portion is reported in the financial income. At December 31, receivables held by the Company do not exceed 90 days. Additionally, estimates are made on doubtful accounts based on an objective review of all outstanding amounts at the close of the
Deferred tax is determined using approved (or about to be approved and highly likely to pass) tax rates (and laws), in each country of operation, on the date of the statement of financial position, and which is expected to be applied when the corresponding deferred tax asset is realized or the deferred tax liability is settled. Deferred tax assets are recorded when it is likely that the group entities will have sufficient future tax benefits against which other differences can be compensated. The Company does not record deferred taxes based on temporary differences arising in the investments in related companies, since it controls the date on which these will be reversed.
financial statements. Impairment losses on doubtful debts are reported in the Statement of comprehensive income in the financial
2.19 Employees benefits
year in which they occur. Commercial loans are included in the current asset in Trade and other receivables, to the extent that their
a) Staff holidays
collection estimate does not exceed one year from the date of the financial statement.
Australis Seafoods S.A. and subsidiaries recognize the cost of staff holidays using the accrual method, which is recorded at nominal
2.14 Cash and cash equivalents
value.
Australis Seafoods S.A. and subsidiaries considers cash and cash equivalents to be cash holdings or cash held in bank current
b) Post-employment benefits
accounts, fixed-term deposits and other financial investments (high liquidity securities) with an expiration at less than 90 days from
The subsidiary Landcatch Chile S.A. has contracts with its executive staff which include compensation benefits for years of service
the investment date. Also included in this item are those investments of the cash administration, such as repurchase and resale
in the event of voluntary retirement or termination. This liability is recognized according to technical standards, and considering that
agreements whose expiration is consistent with the definitions above.
the actuarial value does not vary significantly from the cost, the latter has been maintained, with periodic evaluations in case some
Bank overdraft lines used are included in other financial liabilities.
of the variables change.
2.15 Social capital
Earnings or losses due to changes in actuarial variables, if any, are recognized in the income of the financial year in which they occur.
Social capital is represented by a single class of ordinary shares.
In addition, the Company recognizes a liability for bonuses for top executives, when it is contractually obligated or when past prac-
Minimum legal dividends on ordinary shares are recognized as the lower value of equity when accrued.
2.16 Trade accounts payable and other accounts payable Trade accounts payable are recognized initially at fair value and later valued for their amortized cost using the effective interest rate method, when these accounts have obtained a payment period exceeding 90 days. For shorter payment periods, they are registered at nominal value, not presenting significant differences with fair value.
tice has created an implicit obligation.
2.20 Provisions Australis Seafoods S.A. and subsidiaries recognize a provision when it is contractually obligated and when past practice has created an assumed obligation. Provisions for onerous contracts, litigations and other contingencies are recognized when:
2.17 Other financial liabilities
(i) Australis Seafoods S.A. and subsidiaries have an obligation, either legal or implied, as a result of past events,
Liabilities with banks and financial institutions are initially recognized at fair value, net of the costs incurred in the transaction. Sub-
(ii) It is likely that an outflow of resources will be necessary to settle the obligation; and
sequently, external resources are valued at amortized cost and any difference between the proceeds (net of costs necessary to obtain them) and redemption value is recognized in the income statement during the debt´s life according to the effective interest rate method. The effective interest rate method consists of applying the market reference rate for debts with similar characteristics
(iii) The value has been reliably estimated. Provisions are valued by the current value of expenditures expected to be necessary to settle the obligation, using the best estimate
to the value of the debt (net of costs necessary to obtain them).
of Australis Seafoods S.A. and subsidiaries. The discount rate used to determine the current value reflects current assessments
It is worth mentioning that if the difference between the nominal value and the fair value is not significant, the nominal value is used.
particular liability.
2.18 Income tax and deferred taxes The cost of income tax for the financial year includes taxes of Australis Seafoods S.A. and its subsidiaries, based on taxable income for the year, together with fiscal adjustments from previous years and the change in deferred taxes.
of the market on the date of the statements of financial position, the time value of money as well as the specific risk related to the
2.21 Recognition of income Ordinary income includes the fair value of the considerations received or to be received for the sale of goods and services in the ordinary course of the activities of the Company. Ordinary income is presented as net of sales tax, returns, rebates and discounts (if
Deferred taxes are calculated, according to the liability method, based on the temporary differences arising between the asset and
any) and after eliminating sales within the Group.
liability tax bases and their carrying amounts. However, if the deferred taxes arise from initial recognition of a liability or an asset in a
Australis Seafoods S.A. and subsidiaries recognize income when the value thereof can be reliably measured, when it is likely that
transaction other than a business combination, which at the moment of transaction does not affect the accountable result or the fiscal earning or loss, it is not included in the accounting.
64 australis seafoods
the future economic benefits will flow to the entity and when specific conditions for each Group activity are met, as described below.
australis seafoods 65
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
a) Sales of goods
ii) The effects of deferred taxes associated to the concepts indicated in i) will have the same fate as the item that gave rise to
Revenues from sales of goods are recognized when a Group entity has transferred the risks and benefits of the products of these
them.
goods to the buyer and does not retain the right to dispose of them or the right to maintain effective control. In general, this means that sales are recorded at the moment of the transfer of risks and benefits to the clients in accordance with the terms agreed upon
2.24. Environment Expenditures related to improvement of and/or investment in production processes that improve environmental conditions are ex-
in trade agreements.
penditures in the financial period in which they are incurred. When these expenditures are part of investment projects, they are
b) Interest income
recognized as the added value of the category properties, plant and equipment.
Interest income is recognized using the effective interest rate method.
The Group has established the following types of expenditures for environmental protection projects:
c) Sales of services
a) Costs associated with legal compliance for the activity. Some of these expenses are: monitoring of effluents of the fish farms,
Ordinary revenue from sales of services is recorded when the service has been rendered. A service is considered rendered at the time it is received satisfactorily by the client.
mortality removal service, effluent treatment plant maintenance, etc. b) Additional activity costs aimed at improving productive processes. Some of these expenses are: implementation of a UV disinfection system, analysis of oceanographic information, staff training on environmental variables, implementation of biosecurity
2.22 Leases
measures and infectious vector control, etc.
When an entity of the Group is the lessee - Financial lease.
Australis Seafoods S.A. and subsidiaries lease certain fixed assets. Fixed asset leases, when the Company has substantially all the lease at fair value of the property or asset leased or, at the present value of the minimum lease payments, whichever is lower.
Note 3 - Transition to International Financial Reporting Standards
Each lease payment is distributed between the liability and the financial burden in order to obtain a constant interest rate on the
3.1 Basis of transition to IFRS
outstanding debt balance. Corresponding lease obligations, net of finance burden, are included in other financial liabilities. The
3.1.1. Application of IFRS 1
the risks and benefits inherent to ownership, are classified as financial leases. Financial leases are capitalized at the beginning of
finance cost interest element is charged in the income statement during the financial period of the lease, so as to obtain a constant periodic interest rate on the outstanding liability balance for each financial period. The asset acquired under financial lease is depreciated over their useful life or the duration of the contract, whichever is less. For sales transactions with lease-back, the differentials produced by the nature of the transaction are a part of the asset value. This amount is incorporated into the fixed asset leased goods and is depreciated based on useful life of associated leased assets.
The transition date of Australis Seafoods S.A. and subsidiaries is January 1, 2010. Australis Seafoods S.A. and subsidiaries has prepared an opening statement of financial position according to IFRS to this date. The adoption date of Australis Seafoods S.A. and subsidiaries was January 1, 2011. According to IFRS 1, to prepare the aforementioned consolidated financial statements, all obligatory exceptions have been applied and some optional exemptions to the retroactive application of IFRS have also been applied and are detailed below.
When an entity of the Group is the lessee - Financial operating lease.
3.1.2 Exemptions to retroactive applications chosen by Australis Seafoods S.A. and subsidiaries
Leases where the lessor retained a significant part of the risks and rewards derived from ownership of the asset are classified as
Australis Seafoods S.A. and subsidiaries have chosen to apply the exemptions to retroactive application of IFRS detailed below:
operating leases. Payments under operating leases (net of any incentive received from the lessor) are charged in the income statement on a straight-line basis during the financial period of the lease.
2.23 Dividend policy Under the provisions of the Corporations Law, the Company is obligated to distribute a minimum dividend equal to 30% of the profits, unless shareholders unanimously agree on a lower amount. Under IFRS, recognition of obligation to shareholders must be anticipated at the date of the closing of the annual statements of financial position, with the consequent decrease in equity. According to the SVS, related to memorandum No. 1945, to determine net profits distributable of the parent Company to be considered in the calculation of dividends for the financial year 2010, the following is excluded from the income:
a) Business combinations The exemption makes it so that business combinations prior to the transition date are not submitted. It is possible for IFRS 3 not to be applied to business combinations before the transition date. Australis Seafoods S.A. and subsidiaries have applied this exemption taken from IFRS 1 for business combinations. Therefore, business combinations that took place before the transition date of January 1, 2010 have not been restated. b) Fair value or revaluation as an acquired cost The entity may elect at the date of transition to IFRS to measure a fixed asset item at fair value and to use this fair value as the deemed cost at that date. Australis Seafoods S.A. and subsidiaries in some cases opted to measure their fixed asset at fair value and to use this value as the
i) Unrealized profits or losses, related to the recording at fair value of biological assets regulated by the accounting standard “IAS
initial historical cost in accordance with IFRS 1 (standards of the first adoption). The fair value of the fixed assets was measured ac-
41,” reintegrating them into net profits the moment they are realized. For this purpose, realized will be understood as the portion
cording to an assessment by external, independent experts for certain assets and, in other cases, the historical cost of acquisition
of these fair value increases corresponding to the assets sold or disposed of by other means.
was used. In particular, for the subsidiary Landcatch Chile S.A., and investment done by external experts was used, while for the subsidiary Australis Mar S.A., the historical cost of acquisition was used. Notwithstanding the foregoing, for this latter subsidiary the useful lives of the assets and their residual values were reviewed with external experts.
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australis seafoods 67
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
c) Employees benefits
2) Intangibles
The first-time adopter may opt to recognize all cumulative actuarial earnings and losses from the beginning of the plan until the date
According to GAAP, intangible assets expected to generate benefits in future financial years are recognized at cost, adjusted for the
of transition to IFRS.
effect of linearly calculated depreciation during the financial year in which they are expected to generate these benefits.
This exemption does not apply, since Australis Seafoods S.A. and subsidiaries maintain employee benefits that imply actuarial and
According to IFRS aquaculture concessions have indefinite useful lives and are therefore subject to annual impairment tests. Its
investment risk at the transition date, the amount is considered immaterial.
depreciation has been reversed and its effects recognized in cumulative results.
3.1.3 Exceptions to retroactive application followed by the Group
3) Biological assets
Australis Seafoods S.A. and subsidiaries should not have to apply the required exceptions to the IFRS retroactive application, due to
According to prior GAAP, fish were classified as stocks and were recorded at cost or at market value, if this was lower.
not having presented these particular items.
In accordance with IFRS 41, fish must be classified as biological assets and are valued at fair value.
3.2. Reconciliation between IFRS and the generally accepted accounting principles (GAAP) in Chile The reconciliations presented below quantify the impact of the transition to IFRS on Australis Seafoods S.A. and subsidiaries. Reconciliation has the following impact: a) Reconciliation of net equity on the adoption date, December 31, 2010, and on the transition date of the statements of financial position on January 1, 2010.
4) Properties, plant and equipment For the application of IFRS it has been defined that opening balances on January 1, 2010 are recorded at fair value, and therefore: i) For the case of subsidiary Landcatch Chile S.A., an assessment of lands, use of water rights, equipment and buildings of the Company was performed. ii) For the case of subsidiary Australis Mar S.A., the method of historical cost of assets was used and the useful lives and residual
b) Reconciliation of the Comprehensive income statement for the financial year ending on December 31, 2010.
values of these assets were verified.
c) Statement of indirect cash flow for the financial year ending on December 31, 2010.
These procedures, carried out by experts, generated a lower value in the assets of both subsidiaries, which was recorded against
3.2.1 Summary of net equity adjustments and results
cumulative results in net equity.
3.2.1.1 Equity
5) Deferred taxes
Reconciliation of equity under the Generally Accepted Accounting Principles (GAAP) and under the International Financial Reporting
As described in Note No. 2.18, according to IFRS, the effects of the deferred taxes for all temporary differences between the tax and
Standards (IFRS) between January 1 and December 31, 2010.
financial balances must be recorded, based on the liability method.
Total net equity according to GAAP
At December 31, 2010
At January 1, 2010
TUSD$
TUSD$
52,720
12,472
Negative goodwill
(1)
1,422
134
Intangibles
(2)
294
214
Biological assets
(3)
5,503
5,072
Properties, plant and equipment
(4)
(812)
(563)
Deferred taxes
(5)
(859)
(983)
Stock
(6)
160
414
Functional currency
(7)
(1,467)
(1,539)
Years of service indemnity activation
(8)
(287)
-
Others
(9)
(113)
185
-
190
3,841
3,124
56,561
15,596
Non-controlling interests reclassification Adjustments to IFRS convergence Net equity according to IFRS
Although the method established in IAS 12 is similar to the Chilean GAAP, the following adjustments must be made to the IFRS: a) The elimination of “tax-deferred complementary accounts,” which deferred the effects on equity of the initial application of the Technical Bulletin No. 60 of the Colegio de contadores de Chile AG (Chilean Association of Accountants) (BT 60), being amortized with a charge/credit to the profits or losses in the planned time period for reversal of the difference (or consumption of the related tax loss); b) The determination of the deferred tax on items not subject to the calculation under BT 60 (permanent differences), but which qualify as temporary differences according to IFRS; and c) The calculation of the tax effect of the IFRS transition adjustments. Retained Earnings
Below is an explanation of the most significant adjustments incorporated in the statement of financial position. 1) Negative goodwill In accordance with Technical Bulletin No. 72, the excess of net assets in relation to the price paid in a business combination is paid to a liability account, which is carried to the results in the estimated period of investment recovery. According to IFRS 3, this concept is paid directly to income, and therefore higher investment balances were attributed to the cumulative results at the transition date.
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
3.2.1.2 Result
d) Below is a table of deferred taxes as of December 31, 2010: Taxes deferred GAAP TUSD$
Adjustments TUSD$
Taxes deferred IFRS TUSD$
Stock inventory differences provision
(92)
-
(92)
Various provisions
240
-
240
Holidays provision
5
-
5
Staff provision
82
-
82
Tax losses
494
-
494
Intangibles
158
53
211
Uncollectible accounts provision Fixed assets Indirect costs activated in stock Concessions Compensation for years of service Other Biological Assets Leaseback contract result Total
2
-
2
(262)
214
(48)
(3,839)
-
(3,839)
(111)
64
(47)
(29)
57
28
187
(19)
168
-
(1,253)
(1,253)
-
25
25
(3,165)
(859)
(4,024)
Reconciliation of results according to Generally Accepted Accounting Principles (GAAP) and according to International Financial Reporting Standards (IFRS). 01/01/2010 to 12/31/2010 TUSD$ GAAP Result
16,316
Stocks
(1)
Concessions amortization replacement
(2)
78
Biological asset valuation
(3)
(765)
Deferred taxes
(4)
124
Elimination of negative goodwill amortization
(5)
1,422
Functional currency
(6)
991
Indemnity for years of service
(7)
(287)
Properties, plant and equipment
(8)
(243)
Others
(9)
(5)
Convergence adjustments to IFRS Results under IFRS
6) Stocks
(254)
1,061 17,377
The adjustment done corresponds to the portion of the fair value included in the finished products, done for the valuation of the biological asset adjustment.
1) Stocks
7) Functional currency
The adjustment done corresponds to the portion of the fair value included in the finished products, done for the adjustment valuation
According to previous GAAP, the Company had some subsidiaries in Chilean pesos. When evaluating the functional currencies of
of the biological asset, which increases the cost of sale of the finished products.
each of the group’s companies, it was concluded that their operations were primarily carried out in United States dollars, hereinafter
2) Replacement amortization concessions
“Dollars,” and therefore these operating subsidiaries with different currencies were converted, in accordance with the following:
The replacement of the concessions depreciation is generated upon defining, according to IAS 38, that these intangibles have an
a) Monetary assets Opening exchange rate on January 1, 2010 or at closing on December 31, 2011.
indefinite useful life, and so the effects of depreciation are recovered.
b) Non-monetary assets: Historical exchange rate.
3) Valuation of biological assets
Non-operative subsidiaries were considered as an extension of operations, and therefore their functional currencies were changed
This effect arises as a consequence of the valuation at fair value of fish and spawning fish through profit or loss and the greatest
to dollars, applying the same criteria as above.
cost component at the time of their sale.
8) Years of service indemnity capitalization
4) Deferred taxes
According to previous GAAP, the company had capitalized expenses for indemnity for years of service, and according to IFRS they
As described in Note No. 3.2.1.1.5, according to IFRS, the effects of the deferred taxes for all temporary differences between the tax
were adjusted.
and financial balances must be recorded, based on the liability method.
9) Others
Although the method established in IAS 12 is similar to the GAAP, the following adjustments must be made to the IFRS:
Includes leaseback adjustments, monetary correction and other minor adjustments.
a) The determination of the deferred tax on items not subject to the calculation according to BT 60 (permanent differences), but which qualify as temporary differences according to IFRS; and b) The calculation of the tax effect transition adjustments to IFRS. 5) Elimination of negative goodwill amortization This corresponds to effects on profits or loss, generated by the elimination of negative goodwill against cumulative results at the date of transition, and therefore of amortization, in accordance with IFRS.
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australis seafoods 71
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
6) Functional currency
The following table details non-discounted contractual flows, committed from bank loans, financial leases and accounts payable,
According to the previous GAAP, the company had some subsidiaries in Chilean pesos. When evaluating the functional currencies
grouped by commitment, at December 31, 2011:
of each of the group’s companies, it was concluded that their operations were primarily carried out in dollars, and therefore these
Between 1 and 3 months
operating subsidiaries with different currencies were converted, in accordance with the following: a) Monetary assets Initial exchange rate on January 1, 2010 or at closing on December 31, 2011. b) Non-monetary assets: Historical exchange rate. Non-operative subsidiaries were considered as an extension of operations, and therefore their functional currencies were changed to dollars, applying the same criteria as above. 7) Years of service indemnity capitalization According to previous GAAP, the company had capitalized expenses for retrospective indemnity for years of service, and according to IFRS they were adjusted. 8) Properties, plant and equipment
TUSD$ Bank loans
Between 3 and 12 months TUSD$
1,036
Payable dividends
Between 1 and 5 years TUSD$
15,771
63,035
More than 5 years TUSD$ 5,380
Total TUSD$
85,222
8,243 (1)
8,243
Trade accounts and other receivables
21,232
21,755
43,087
Accounts payable to related entities
3,525
368
3,893
(1) The amount of the “Payable Dividends” account reflects the application of IFRS regulation and does not correspond to temporary or definite dividends approved by the Board of Directors or the Company Shareholders. III Market risk
As described in note 3.2.2.4, according to IFRS there was a reassessment of the main land and buildings of the subsidiary Land-
a) Exchange rate risk:
catch Chile S.A. In addition, the functional currency switch was made, bringing the fixed assets to historical exchange rate, so the
Since the vast majority of sales of the group companies are conducted in dollars, there is no implicit risk involved in the valuation
adjustment made in 2010 corresponds to the increase in depreciation of these concepts.
of this currency against the Chilean peso. Therefore, both appreciations and depreciations of the local currency directly affect the
9) Others Includes leaseback adjustments, monetary correction and other minor adjustments.
company’s results whenever some expenses are in local currency. At December 31, 2011, the Company’s consolidated balance sheet has a net asset in pesos in the range of MTUSD$37, and so a variation of 5% increase in the exchange rate generates a loss by an exchange difference of MTUSD$0.9, in turn, a 5% decrease in
Note 4 - Financial Risk Management
the exchange rate generates a profit of the same amount. b) Interest rate risk:
The salmon business inherently involves a number of risks that, in one way or another, affect industry development. Some of the
Interest rate variations modify future flows of assets and liabilities linked to a variable interest rate.
factors are:
Australis Seafoods S.A. and subsidiaries are exposed to interest rate risk, since their long-term financing is the sum of 180 day LIBOR
I Credit risk
plus an additional fixed spread for the case of subsidiary Australis Mar S.A. For Landcatch Chile S.A., long-term debts are registered
a) Cash surplus investment risk: The quality of the financial institutions Australis Seafoods S.A. and subsidiaries works with and the type of financial product in which such investments materialize define a low-risk policy for the Company. b) Risk from sales transactions: Australis Seafoods S.A. and subsidiaries operates with clients by credit card sales, through advance payments, or with clients with an excellent credit performance, as demonstrated in their payment histories. In fact, in the last three years, the amount of uncollectable debts of the subsidiary Australis Mar S.A. has been TUSD$ 11. II Liquidity risk Liquidity risk arises from the possibility of imbalance between the needs for funds (operating and financial costs, investments in assets, debt maturities and compromised dividends) and their source (income from securities redemptions or financial placements, collection of clients debts and financing from financial institutions). The Company has a prudent management policy on liquidity risk, maintaining enough cash and tradable securities, and managing to keep proper availability of bank financing.
with fixed rates. Normally, the Administration and the Board of Directors keep track of these credit conditions, and the advisability of acquiring interest rate insurance is evaluated, to reduce the impact of 180 day LIBOR rate variations. At December 31, 2011, the Group has a total of TUSD$ 63,120 which correspond to bank liabilities in dollars with a variable interest rate. In a sensitivity analysis of the interest rates on the capital of these bank liabilities, it is observed that when the current rates are increased or decreased by 1% annually with respect to the value used, the effect on results at the close of the financial year would be equal to TUSD$ 631 of a higher or lower financial expense, as applies. c) Market risk: Salmon products fall within the commodities category. Commodities, as inferred by their definition, are subject to price variations in the international market. Taking this into account, experience tells us that sales prices of our products are subject to seasonal fluctuations that can either raise or lower prices and tend to have cyclical variations over time.
Note 5 - Significant Accounting Estimates and Criteria The estimates and criteria used are continually evaluated and are based on historical experience and other factors, including expectations of future events considered reasonable within the circumstances. Australis Seafoods S.A. and subsidiaries makes estimates and assumptions considering the future. Estimates and assumptions with a significant risk of causing material adjustment to the assets and liabilities balances in the next financial year are given below:
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Geographical distribution of non-current assets at December 31, 2011, December 31, 2010 and January 1, 2010
a) Useful life of plant and equipment: The Administration of Australis Seafoods S.A. and subsidiaries determines the estimated useful lives and the corresponding depreciation charges for plant and equipment. Changes in estimates could occur as a result of technical innovation and reactions of the
As of December 31, 2011 Geographic Distribution
competition to severe industry cycles. The Administration will increase the depreciation charge when useful life is less than the previously estimated lives or will amortize or eliminate technically obsolete or non-strategic assets that have been abandoned or sold.
Non-current assets in Chile
b) Biological assets:
Non-current assets in the United States
As of January 1, 2010
As of December 31, 2011
Salmon Freshwater TUSD$
Salmon Seawater TUSD$
Total TUSD$
Salmon Freshwater TUSD$
Salmon Seawater TUSD$
Total TUSD$
Salmon Freshwater TUSD$
Salmon Seawater TUSD$
Total TUSD$
32,155
83,069
115,224
18,807
49,144
67,951
10,170
33,774
43,944
-
7,612
7,612
32,155
90,681
122,836
18,807
49,144
67,951
10,170
33,774
43,944
The accounting principles and valuation model applied for measuring biological assets are described in Note 2.7. Non-current assets
Note 6 - Financial Information by Segments The Company reports financial information by segments in accordance with the provisions of IFRS 8 “Operating segments.” This standard regulates segment information reporting in financial statements as well as disclosures about products and services, geo-
Results by segment on December 31, 2011 and 2010 are as follows:
graphical areas and main customers. An operating segment is defined as a component of an entity, about which there is separate
As of December 31, 2011
As of December 31, 2011
financial information that is regularly evaluated by senior administration for decision-making purposes regarding allocation of re-
Adjustments Consolidation TUSD$ (12,282)
Adjustments Consolidation TUSD$ (1,192)
sources and evaluation of results. The Group segments of financial information by business, identifying the following lines: a) Freshwater salmon cultivation (freshwater)
Ordinary incomes External income Internal income Cost of Sales
b) Seawater salmon and trout cultivation (seawater) Assets and liabilities by segment at December 31, 2011, December 31 and January 1, 2010, are as follows:
Gross profit pre fair value
Classified statement of financial position
As of December 31, 2011 Salmon FresSalmon hwater Seawater Total TUSD$ TUSD$ TUSD$
As of December 31, 2011 Salmon FresSalmon hwater Seawater Total TUSD$ TUSD$ TUSD$
As of January 1, 2010 Salmon FresSalmon hwater Seawater Total TUSD$ TUSD$ TUSD$
Assets Current Assets
27,307
145,462
172,769
10,817
86,981
97,798
4,013
46,576
50,589
Non-current assets
32,155
90,681
122,836
18,807
49,144
67,951
10,170
33,774
43,944
Total Assets
59,462
236,143
295,605
29,624
136,125
165,749
14,183
80,350
94,533
Total Net Liabilities and Assets Current Liabilities Non-current Liabilities Total Net Equity
Net Liabilities and Assets
18,795
55,477
74,272
8,788
41,543
50,331
3,594
54,509
58,103
26,854
49,255
76,109
9,615
49,242
58,857
1,666
19,168
20,834
13,813
131,411
145,224
11,221
45,340
56,561
8,923
6,673
15,596
59,462
236,143
295,605
29,624
136,125
165,749
14,183
80,350
94,533
5,714
(charge) credit to Fair Value results of biological assets harvested and sold (charge) credit to Fair Value results due to increase of the current biological assets Gross profit
Salmon Seawater TUSD$ 155,551 154,264 1,287 (109,772) 45,779
Total TUSD$ 163,664 163,664
(12,282) 11,138
(113,315)
(1,144)
50,349
Salmon Freshwater TUSD$ 5,373 4,181 1,192 (4,466) 907
Salmon Seawater TUSD$ 80,220 80,220
Total TUSD$ 84,401 84,401
(55,359)
(1,192) 1,518
(58,307)
24,861
326
26,094
(23,479)
(23,479)
(14,627)
(14,627)
23,420
23,420
13,608
13,608
5,714
45,720
(1,144)
50,290
907
23,842
326
25,075
74 (2,868) (251) 2 (246)
376 (2,025) (8,158) (1,449) 1,919 (1,655) 87
2,709
450 (2,025) (8,317) (1,700) 1,921 (1,901) 87
2,436 (1,892) (343) 1 (167)
445 (1,257) (3,325) (2,393) 237 (1,074)
(681) -
2,200 (1,257) (5,217) (2,736) 238 (1,241)
Exchange differences
586
(5,266)
(4,680)
(72)
2,434
-
2,362
Income (loss), before taxes
3,011
29,549
34,125
870
18,909
(355)
19,424
Expenses per income tax
(419)
(6,277)
(6,696)
1,462
(3,509)
2,592
23,272
1,565
27,429
2,332
15,400
(355)
17,377
-
-
-
-
-
1
-1
-
2,592
23,272
1,565
27,429
2,332
15,401
(356)
17,377
Other earnings, per function Distribution costs Management expenses Other expenses, per function Financial income Financial cost Interests by asset method
Income (loss) from on-going operations Income (loss), attributable to non-controlling participations Income (loss), attributable to the owners of the controller
74 australis seafoods
Salmon Freshwater TUSD$ 20,395 9,400 10,995 (14,681)
1,565
(2,047)
australis seafoods 75
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
The breakdown of revenue from ordinary activity, classified by external client and geographical location, for the financial years en-
Fixed-term investments
ding on December 31, 2011 and 2010 is as follows: As of December 31, 2011
TUSD$
9,400
8,734
18,134
9,400
8,734
External clients North America Asia Rest of America Europe Others
-
Total of external clients
Total of internal clients
Total
Corpbanca
As of December 31, 2010
Salmon Seawater TUSD$
Internal clients Chile
Salmon Freshwater TUSD$
Salmon Seawater TUSD$
TUSD$
5,604
12,708
18,312
18,134
5,604
12,708
18,312
67,574 35,914 36,985 5,057 -
0 67,574 35,914 36,985 5,057 -
-
14,301 25,418 25,841 529 0
0 14,301 25,418 25,841 529 0
-
145,530
145,530
-
66,089
66,089
9,400
154,264
163,664
5,604
78,797
84,401
Total
Salmon Freshwater TUSD$
-
-
6,681
2,190
11,506
-
-
Total fixed-term investments
22,237
6,681
2,190
Investments in agreements
As of Dec. 31, 2011 TUSD$
As of Dec. 31, 2010 TUSD$
As of Jan. 1, 2010 TUSD$
Corpbanca
173
-
-
Total investments in agreements
173
-
-
As of Dec. 31, 2011 TUSD$
As of Dec. 31, 2010 TUSD$
Investments in mutual funds
As of January 1, 2010 TUSD$
Fondo Mutuo BCI
-
-
100
Banchile
-
3,300
833
Larraín Vial
27,880
-
-
Total investments in mutual funds
27,880
3,300
933
Mutual fund shares are fixed income and are carried in market value by means of the share value at the close of each financial year.
Note 7 - Cash and Cash Equivalents
Mutual funds are held by the Group until operational obligations are met.
Cash and cash equivalents are balances of cash held in bank current accounts, fixed-term deposits and other financial investments
Cash and cash equivalents reported in the Statement of cash flow are as follows:
with an expiry date of less than 90 days. Also included in this item are those investments having to do with cash management, such as overnight investments whose maturity is consistent with the aforementioned, in the terms described in IAS 7.
Type of Asset
The composition of cash and cash equivalents on December 31, 2011, December 31, 2010 and January 1, 2010 is as follows: As of Dec. 31, 2011 TUSD$
As of Jan. 1, 2010 TUSD$
1,051
Banco Santander
of total revenue from ordinary activities.
As of Dec. 31, 2010 TUSD$
9,630
Citibank
Total
At the close of financial years 2010 and 2011, there are no customers whose transactions represent an amount equal to 10% or more
Classes of Cash and cash equivalents
As of Dec. 31, 2011 TUSD$
As of Dec. 31,2010 TUSD$
As of Dec. 31, 2011 TUSD$
As of Dec. 31,2010 TUSD$
As of Jan. 1, 2010 TUSD$
51,480
11,743
3,670
51,480
11,768
3,670
United States dollar Cash and Cash Equivalents in the Cash Flow
As of Jan. 1, 2010 TUSD$
Statement
Balance in banks
1,190
1,787
547
Fixed-term Deposits
22,237
6,681
2,190
Mutual Funds
27,880
3,300
933
173
-
-
51,480
11,768
3,670
Agreements Total of cash and cash equivalent
Note 8 - Financial Instruments 8.a) Financial Instruments by Category Loans and accounts payable TUSD$
Assets at value fair result TUSD$
Total TUSD$
Cash and cash equivalents
23,427
28,053
51,480
Trade accounts and other receivables
16,864
-
16,864
Accounts receivable to related entities
5,751
-
5,751
46,042
28,053
74,095
Currency balances that make up cash and cash equivalents at December 31, 2011, December 31, 2011 and January 1, 2010 are as follows: Type of currency United States dollar
At Dec. 31, 2011 As of Dec. 31, 2011 TUSD$ 2,016
As of Dec. 31,2010 TUSD$
As of Jan. 1, 2010 TUSD$
11,743
2,884
Chilean peso
49,464
25
786
Total
51,480
11,768
3,670
Total
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
At Dec. 31, 2011 Trade accounts payable and other accounts payable Current accounts payable to related entities Other current financial liabilities Other non-current financial liabilities Non-current accounts payable to related entities Total
Assets at fair value with changes in TUSD$
Other liabilities financial result TUSD$
12,565 69,605 82,170
51,330 3,893 55,223
Loans and accounts payable TUSD$ At Dec. 31, 2010 Cash and cash equivalents Trade accounts and other receivables Accounts receivable to related entities Total
At Dec. 31, 2010 Trade accounts payable and other accounts payable Current accounts payable to related entities Other current financial liabilities Other non-current financial liabilities Non-current accounts payable to related entities Total
At Jan. 1, 2010 Cash and cash equivalents Trade accounts and other receivables Accounts receivable to related entities Total
At Jan. 1, 2010 Trade accounts payable and other accounts payable Current accounts payable to related entities Other non-current, payable accounts Other current financial liabilities Other non-current financial liabilities Non-current accounts payable to related entities Total
8,468 10,175 9,462 28,105
Assets at value fair result TUSD$ 3,300 3,300
8.b) Credit quality of financial assets Total TUSD$ 51,330 3,893 12,565 69,605 137,393
Total TUSD$ 11,768 10,175 9,462 31,405
Assets at fair value with changes in TUSD$
Other liabilities financial result TUSD$
Total TUSD$
12,630 52,252 64,882
35,244 557 628 36,429
35,244 557 12,630 52,252 628 101,311
Loans and accounts payable TUSD$
Assets at value fair result TUSD$
Total TUSD$
2,737 11,133 1,523 15,393
933 933
The Company’s financial assets can be classified into two main groups i) Commercial Credits with Customers, which, to measure their degree of risk, are classified by the age of the debt, and in addition, provisions for loan defaults are made, and ii) Financial Investments, which the Company makes in accordance with criteria indicated in NOTE 4. 8.b) CREDIT QUALITY OF FINANCIAL ASSETS At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
TUSD$
TUSD$
TUSD$
Cash and cash equivalents Mutual Funds and fixed-term deposits classification AA+fm/M1
50,290
9,982
AAA Bank Current Accounts
1,190
1,122
178
AA+ Bank Current Accounts
-
340
365
AA Bank Current Accounts
-
7
4
Portfolio cheques
-
317
-
51,480
11,768
3,670
1 to 15 days
4,901
8,386
2,812
16 to 30 days
3,610
246
6,969
Total
3,123
Trade debtors and other receivables
more than 30 days
8,343
857
44
10
686
1,308
16,864
10,175
11,133
No credit rating Total
As shown above, the Company assesses credit risk by applying expiry dates to receivables. None of the outstanding financial assets have been renegotiated during the financial year.
8.c) Estimated Fair Value At December 31, 2011, the Company held financial instruments that had to be recorded at fair value. These include: a) Investments in short-term Mutual Funds (cash equivalent).
3,670 11,133 1,523 16,326
Assets at fair value with changes in TUSD$
Other liabilities financial result TUSD$
Total TUSD$
40,365 379 40,744
14,283 2,990 5,259 11,395 33,927
14,283 2,990 5,259 40,365 379 11,395 74,671
The Company classified fair value measurement using a hierarchy that reflects the level of information used in the valuation. This hierarchy is composed of three levels; (I) fair value based on quotations in active markets for a similar class of asset or liability, (II) fair value based on valuation techniques that use market prices or market price derivatives of similar financial instruments and (III) fair value based on valuation models that do not use market information. The fair values of the financial instruments traded in active markets, such as the investments acquired for their negotiation, are based on market quotations at the close of the financial statements using the current purchase price.
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
The following table shows the classification of financial instruments at fair value at December 31, 2011, according to the level of information used in the valuation: Fair value at December 31, 2011
Note 9 - Trade and Other Receivables The breakdown of trade and other receivables is as follows:
Fair value measurements using values:
At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
TUSD$
TUSD$
TUSD$
National trade receivables
1,697
934
7,328
Foreign trade receivables
7,732
7,968
2,727
Uncollectible provision
(78)
(83)
(67)
Trade receivables – net
9,351
8,819
9,988
Other accounts payable
7,127
1,356
1,145
Others
386
-
-
16,864
10,175
11,133
Assets
Short-term mutual funds Short-term agreements Total
Level I TUSD$ 27,880 173 28,053
TUSD$ 27,880 173 28,053 Fair value at December 31, 2010
Level II TUSD$ -
Level III TUSD$ -
Fair value measurements using values:
Total
The fair value of the trade and other receivables does not significantly differ from their carrying value.
Assets
Short-term mutual funds
Level I TUSD$ 3,300
TUSD$ 3,300
Level I I TUSD$ -
Level III TUSD$ -
The Company sets up provisions based on evidence of bad debts. The criteria used to determine that there is objective evidence of bad debts are the maturity of the portfolio, concrete impairment facts (default) and concrete market signals. Balances by currency that make up non-current trade and other receivables on December 31, 2011, December 31, 2010 and January
Fair value at January 1, 2010
Fair value measurements using values:
1, 2010 are as follows:
Assets TUSD$ Short-term mutual funds
Level I TUSD$ 933
933
Level II TUSD$ -
Type of currency
Level III TUSD$ -
Additionally, on December 31, 2011, the Company holds financial instruments that are not recorded at fair value. In order to comply with fair value disclosure requirements, the Company valued these instruments as shown in the following table: At Dec. 31, 2011 Carrying value TUSD$
Fair value TUSD$
At Dec. 31, 2010 Carrying value TUSD$
Fair value TUSD$
Trade debtors and other receivables Accounts receivable to related entities
Carrying value TUSD$
Fair value TUSD$
1,190
1,190
1,787
1,787
547
547
22,237
22,237
6,681
6,681
2,190
2,190
16,864
16,864
10,175
10,175
11,133
11,133
5,751
5,751
9,462
9,462
1,523
1,523
Other financial liabilities
16,445
16,445
12,630
12,630
40,365
40,365
Other non-current financial liabilities
65,725
65,725
52,252
52,252
379
379
Trade accounts and other receivables, current
51,330
51,330
35,244
35,244
14,283
14,283
Accounts payable to related entities
3,893
3,893
1,185
1,185
14,385
14,385
5,259
5,259
Other non-current payable accounts
At Jan. 1, 2010 TUSD$ 11,133
United States dollar
14,276
10,175
2,588
-
-
Total
16,864
10,175
11,133
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
Seawater
7,709
8,632
9,795
Freshwater
1,642
187
193
Total
9,351
8,819
9,988
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
The balance of the trade receivables classified by segments type is as follows:
Cash on hand Fixed-term Deposits
At Dec. 31, 2010 TUSD$
Chilean peso
At Jan. 1, 2010
Cash and cash equivalent Balance in banks
At Dec. 31, 2011 TUSD$
The age of accounts receivable is as follows: Up to 90 days
Accounts receivable
9,351
8,819
9,988
Total
9,351
8,819
9,988
The Company does not have individually impaired trade and other receivables that have been renegotiated.
The carrying amount of receivables and payables is assumed to be near their fair values, due to their short-term nature. In the case of cash, bank balances, fixed-term deposits and other non-current accounts payable, the fair value approximates the carrying value.
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
is objective evidence of impairment loss are the maturity of the portfolio, concrete impairment facts (default) and concrete market
Note 10 - Accounts Receivable and Payable to Related Entities
signals.
Related parties include the following entities and individuals:
The Company sets up provisions based on evidence of impairment of trade receivables. The criteria used to determine that there
Maturity
Impairment
a) Shareholders who may exercise control.
% Debtors - more than 1 year
100
Receivables in judicial collection
100
b) Subsidiaries and members of subsidiaries. c) Parties with an interest in the entity which gives them significant influence over it. d) Parties with joint control of the entity.
Provision movement due to impairment losses of national trade receivables between January 1, 2011 and December 30, 2011 is as
e) Associates.
follows:
f) Interests in joint ventures. g) Key management staff of the entity or its parent.
TUSD$ At Jan. 1, 2011
h) Close relatives of the individuals described in the preceding points.
(83)
Penalties
-
Recoveries of uncollectibles
5
i) An entity controlled by any of the individuals described in the two preceding points, or jointly controls, or has significant influence over, or has directly or indirectly a significant part of the voting power. j) Accounts receivable to related entities
Increases in provision Balance at Dec. 31, 2011
(78)
In general, transactions with related parties are immediately paid or charged, and are not subject to special conditions. These ope-
Once all pre-litigation and litigation efforts at collection have been exhausted, the assets are charged against the constituted provision. The Company only uses the provision method, and not the penalty method, for better control.
Transfer of short-term funds from and to the parent company or related companies that do not correspond to charging or payment
Historical, currently in effect renegotiations are not very significant, and the policy is to analyze them case by case and to classify them according to the existence of risk, having determined if their reclassification puts them in the category of accounts receivable. If reclassification is warranted, it is constituted as an expired provision or a provision about to expire.
since the credit quality is protected by the highly diversified portfolio of the Company´s clients. These clients are economically and geographically dispersed and come from countries with low sovereign risk. There are no significant guarantees for credit operations conducted with clients with stable business relations and excellent payment behavior, or with clients who pay in advance. However, there are contractual agreements to protect certain business. Maximum exposure to credit risk on the present information´s date is the fair value of each of the categories of receivables mentioned above.
Gross exposure according to balance TUSD$
Trade receivables Other accounts receivables Total
Gross exposure deteriorated TUSD$
At Dec. 31, 2010 Net concentrated risk exposure TUSD$
Gross exposure according to balance TUSD$
Gross exposure deteriorated TUSD$
of services is structured under the mercantile current account model. a) Accounts receivable to related entities Accounts receivable to related entities on December 31, 2011, December 31, 2010 and January 1, 2010, respectively, are detailed below:
The parent company and its subsidiaries do not consider themselves to be exposed to high risk of liquidity of these financial assets,
At Dec. 31, 2011
rations are adjusted as established in articles 146 and the following articles of Law No. 18,046 on Corporations.
Gross exposure according to balance TUSD$
Gross exposure deteriorated TUSD$
Company
Rut
Inversiones Australis Ltda ( Ex Australis S.A.)
96.631.730-2
Nature of rela-
Country
Type of
At Dec. 31,
At Dec. 31, 2010
At Jan. 1, 2010
tionship
of Origin
currency
2011
TUSD$
TUSD$
Chile
Pesos
-
Common share-
-
1,523
holders Asesorías e Inversiones Benjamín S.A.
79.744.690-1
Shareholder
Chile
Pesos
9
10
Fondo de inversión Privado Australis
76.123.347-5
Parent company
Chile
Pesos
-
9,452
True Nature Seafoods
Foreign
Joint Venture
USA
Dollars
5,108
-
South Pacific specialities
Foreign
Joint Venture
USA
Dollars
593
-
Piscicultura Los Navegantes
96.862.150-5
Shareholder
Chile
Pesos
41
-
5,751
9,462
Total
At Jan. 1, 2010 Net concentrated risk exposure TUSD$
Current
1,523
Net concentrated risk exposure TUSD$
9,429
(78)
9,351
8,902
(83)
8,819
10,055
(67)
9,988
7,513
-
7,513
1,356
-
1,356
1,145
-
1,145
16,942
(78)
16,864
10,258
(83)
10,175
11,200
(67)
11,133
82 australis seafoods
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Content
The Salmon Industry
Our team
Our Company
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
d) Remunerations and fees of the Board of Directors and the Directors Committee and Remuneration of key executives.
b) Accounts payable to related entities
At the extraordinary shareholders meeting of October 20, 2011, it was agreed to pay each director M$ 2,000 for attending board
Accounts payable to related entities on December 30, 2011, December 31, 2010 and January 1, 2010, respectively, are detailed below: Current
Nature Company
Rut
of the relationship
Country of
Type of
At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
Origin
TUSD$
currency
TUSD$
TUSD$
Chile
Pesos
368
553
Shareholders
Chile
Pesos
Joint Venture
United
Dollars
Inversiones Australis Ltda ( Ex Australis S.A.)
96.631.730-2
Common share-
Asesorías e inversiones Benjamín S.A.
79.744.690-1
True Salmon Pacific Holding CO., LLC
Foreign
meetings. The amount reflected in the expenditures at December 31, 2011 was TUSD$ 58 Furthermore, the total gross remuneration received by executives of Australis Seafoods and subsidiaries amounted to TUSD$ 2,325
holders 4
at December 31, 2011. (TUSD$ 1,841 at December 31, 2011)
2,990
3,525
Moreover, it is noted that the above amounts include the incentives system, which consist of an annual bonus applicable to top
States Total
3,893
Non-Current Company
Rut
Asesorías e inversiones Benjamín S.A.
79.744.690-1
557
executives and positions eligible for participation according to Company criteria. The amount for this item at December 31, 2011 is
2,990
TUSD$ 2,043.
Nature
Country of
Type of
At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
of the relationship
Origin
currency
TUSD$
TUSD$
TUSD$
Shareholder
Chile
Pesos
Total
-
628
11,395
-
628
11,395
This compensation system is designed to motivate, recognize and retain executives through a formal system that rewards individual as well as team performance. Top managers and executives are those who have authority over and responsibility for planning, directing and controlling the entity’s activities, whether directly or indirectly, including any member (executive or not) of the Board of Directors or the company’s
c) Transactions with related parties and their effects on results
equivalent governing body.
Here are the operations and their effects on results for the financial periods ending on December 31, 2011 and December 31, 2010. At Dec. 31, 2011
77.029.880-6
Shareholder
Chile
Remittances received (1)
Pesos
-
-
640
-
These shares were subscribed by private contracts on March 14, 2011, payment pending to-date. The price, determinable, (i) may
Asesorías e Inversiones Benjamín S.A.
77.029.880-6
Shareholder
Chile
Remittances paid
Pesos
884
-
-
-
not be less than $20.224 per share, (ii) will be equal to the price at which all 180,000,000 shares, placed among third parties in the
True Nature Seafoods (*)
Foreign
Joint Venture
United States
Sale finished products
Dollar 2,949
298
-
-
Joint Venture
United States
Sale finished products
543
119
-
-
Dollar
Amount TUSD$
accordance with the powers given by the Extraordinary Shareholders Meeting on March 4, 2011 to the company´s directors. Of these
Asesorías e Inversiones Benjamín S.A.
Foreign
Type of currency
The Company’s Board of Directors, at its meeting of March 8, 2011, directly offered 3,000,000 shares constituting capital increase, in
Effect on result TUSD$
Rut
South Pacific Specialties Inc .(*)
Description of transaction
Effect on result TUSD$
Nature of relationship
Company
Country of origin
e) Share subscription.
At Dec. 31, 2010 Amount TUSD$
(*) At December 9, 2011, Australis Seafoods, through its subsidiary Comercializadora Australis SpA acquired 50% ownership of True Salmon Pacific Holding Co., owner of 100% of the social rights or shares of True Nature Seafoods Inc. and South Pacific Specialties LLC, companies through which it markets fish and seafood in the United States of America and Canada, and companies to whom Australis Mar sells part of its production. The transactions presented here took place between December 9 and 31 of 2011. (1) Mercantile current account between Asesorías e Inversiones Benjamín (AIB) and Australis Seafoods S.A. (ASF) that shows the transactions between these two companies. This operation is non-interest bearing and the amount indicated is mainly remittances from AIB to ASF. Australis Seafoods S.A. and subsidiaries has a policy to report all transactions done with related parties during the financial year that are greater than TUSD$ 100, excluding paid dividends and received capital contributions, which are not considered transactions.
directors, only Rodrigo Arriagada Astrosa, for 2 million shares, and Federico Rodríguez Marty, for 1 million shares, accepted the offer.
Santiago Stock Exchange on June 9, 2011, were awarded, that is, $185 (Chilean pesos) per share, (iii) must be paid within a maximum period of 3 years starting on March 4, 2011, and (iv) if in these 3 years, all or part of the shares designated for the Shareholders are not placed on the Stock Exchange, the subscription price of these shares will go up to $20.224 per share.
Note 11 - Inventories Inventory composition at the close of each financial period is as follows: Inventory types
At Dec. 31, 2011 TUSD$
Finished product
8,006
961
350
90
-
2,698
1,476
982 27
Material Inputs Fish food Packaging materials Medicinal products and additives Total
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$ 2,485
172
31
280
59
-
11,506
2,617
3,494
Inventory Policies Group inventories are measured at cost or net realizable value. The lesser. Inventory measurement policy. The Group values its inventories according to the following:
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
a) The cost of production of the manufactured inventories includes costs directly related to units produced, such as labor and varia-
Movement of biological assets at December 31, 2011 and December 31, 2010 is as follows:
ble and fixed costs that were included to transform raw materials into finished products.
01/01/2011 12/31/2011 TUSD$
The cost of production of fresh and frozen salmon is determined from the last fair value of the biological asset at harvest point, plus direct and indirect costs of production.
Biological assets at opening
b) For acquired inventory cost, the acquisition cost will include the sale price, import duty, transportation, storage and other costs attributable to acquisition of goods and materials.
73,994
38,968
Increase from fattening and production
140,808
80,000
Decrease from sales and harvests
(106,351)
(43,795)
Adjustment to fair value of the financial year, fair value increase/decrease *
Formula for calculating inventory cost. Inventories of finished products are valued using the weighted average cost method, that is, the cost of each product unit is determined from the weighted average of the recorded cost at the beginning of the financial period, and from the cost of the articles bought or produced during the period.
Decrease in fair value for harvests maintained in finished Products at Dec-
The Company has not imposed penalties on finished products at the close of each financial period. During the financial year ending on December 31, 2011, December 31 and January 1, 2010, no inventories have been pledged as security.
23,420
13,608
(23,479)
(14,627)
(454)
(160)
ember 31 ***
Balance at the closing of the period
Information on finished products.
(281)
-
107,657
73,994
* Amounts recognized in the income statement for biological assets increase, this effect is presented separately in the statement of income by function. ** Value for the fair value adjustment transferred to the finished products, as a result of the harvests performed during the year. At the closing of the financial year this amount was charged to the results of finished products sales. This effect is shown separately in the statement of income by function.
Inventories recognized in the cost of sales at the close of each financial year are summarized below:
Inventory / cost of sale
Decrease in fair value from harvests **
Extraordinary mortality
Inventories of raw materials, containers and materials are valued at weighted average cost.
01/01/2010 12/01/2010 TUSD$
Cumulative
Cumulative
At Dec. 31, 2011
At Dec. 31, 2010
* ** Value for fair value adjustment transferred to the finished products that are still in inventory at the close of the financial year.
TUSD$
TUSD$
At December 31, 2011, the balance of seawater biological assets includes the effect of fair value determined at the close of the finan-
Cost of Sales
113,315
58,307
cial year for an amount of TUSD 4,991.
Total
113,315
58,307
The quantitative summary of biological assets at December 31, 2011, December 31 and January 1, 2010 is the following: a) Freshwater
Note 12 - Biological Assets
Freshwater
The biological assets of Australis Seafoods S.A. and subsidiaries consist of fish in water in the case of the subsidiary Australis Mar, and spawning fish, eggs, juvenile and smolts for the subsidiary Landcatch Chile S.A. The Company does not have restrictions on its biological assets, and they have not been used as guarantees for financial obligations.
On Dec. 31, 2011 Units
On Dec. 31, 2010 Units
At Jan. 1, 2010 Units
Eggs
1,374,983
-
-
Spawning fish
455,462
316,811
265,116
Juvenile
20,762,491
6,216,498
0
Smolts
1,524,574
4,894,661
1,742,906
Total freshwater
24,117,510
11,427,970
2,008,022
Biological assets that the administration believes will be harvested within a year are classified as current biological assets: Current Freshwater salmon Seawater salmon Total Non-current Freshwater salmon
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
16,155
6,603
963
62,642
51,048
28,560
78,797
57,651
29,523
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
At Dec. 31, 2011 TUSD$
b) Seawater Seawater
At Dec. 31, 2011 Units
At Dec. 31, 2010 Units
At Jan. 1, 2010 Units
Fish in fattening
16,584,923
8,326,881
8,539,111
Total seawater
16,584,923
8,326,881
8,539,111
At Dec. 31, 2011 Tons in Seawater
20,444
At Dec. 31, 2010 13,937
At Jan. 1, 2010 7,560
4,375
10,158
5,671
Biological asset policies
Seawater salmon
24,485
6,185
3,774
Total
28,860
16,343
9,445
Biological assets are valued at fair value minus the costs estimated at the point-of-sale in accordance with the definitions contained
Total
107,657
73,994
38,968
in IAS 41 and the provisions of Note 2.7. At the close of the financial statements, the effect of the fish’s natural growth in water, expressed in fair value minus the estimated costs at the point-of-sale, is recognized according to a measurement based on market prices adjusted for quality and size. The higher or lower resulting value is recorded in the income statement under Other Income by Function. Similarly, the higher cost of the exploited and sold part derived from this revaluation is also under Other Income by Function. According to the above, this account shows the total net effect of biological asset valuation for the financial year ending at December 31, 2011 and has a charge for TUSD$ 59 (charge for TUSD$ 1,019 in 2010).
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Content
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Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Operating risks Because salmon are biological assets, salmon production is potentially affected by a number of biological risks. Some are:
Note 14 - Other non-Current Assets
a) Disease: Although diseases are currently controlled by vaccines, antibiotics, good handling practices and by the production of high quality smolts, we cannot rule out the emergence of new diseases or epidemics that could affect production.
Ley Austral *
b) Failure to comply with current legislation and, in particular, failure to comply with resting breaks and district regulations on the part
Others Total
of other production companies, could lead to a decline in the necessary sanitary levels for a healthy biomass growth.
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
7,379
8,694
5,550
156
235
3
7,535
8,929
5,553
c) Predators: the presence of natural salmon predators, such as sea lions, can mean a loss of biomass and even the destruction of
* Tax credit regarding movable assets in an investment project in Regions XI and XII and in the Palena Province, until December 31, 2011 this credit is
the net cages. The industry has implemented a series of preventive measures that help mitigate the adverse effects caused by
attributable due to the first category tax of the income tax law, and, therefore, is considered an asset. The Company’s deadline for using this credit is
these predators.
December 31, 2031.
d) Natural risks: Salmon growth depends, among other factors, on climatic and ocean conditions such as environment brightness or water temperature, which can have effects on fish growth and their food consumption. e) Food cost: Food is the most significant direct cost for trout and salmon production. Its price varies due to variables exogenous to the Australis Seafoods Group, such as the price or cost of fishmeal, which in turn depends on the extractive fishing industry.
Note 15 - Investments Reported Using the Participation Method On December 9, 2011, Australis Seafoods S.A., through its subsidiary Comercializadora Australis SpA, acquired 50% ownership of True Salmon Pacific Holding Co., owner of 100% of the social rights or shares of True Nature Seafoods Inc. and South Pacific Specialities LLC, companies through which it markets fish and seafood products in the United States of America and Canada.
Note 13 - Tax Assets
The valuation of the investment in the joint venture at December 31, 2011 is as follows:
Current tax assets are as follows: Accounts receivable for taxes VAT Tax Credit Fixed asset 4% credit Provisional monthly payments for absorbed income Provisional Monthly Payments SENCE (Servicio Nacional de Capacitación y Empleo)
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
3,997
4,853
835
38
40
47
9
306
288
3,724
579
77
45
8
11
credit Provision for income taxes Ley Austral (Southern Law) * Other recoverable taxes Total
(5,827)
(934)
(904)
5,789
889
857
170
7
-
7,945
5,748
1,211
At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
TUSD$
TUSD$
TUSD$
True Salmon Pacific Holding Co.
7,612
-
-
TOTAL
7,612
-
-
The aforementioned value includes goodwill generated at the time of acquisition, which has no impairment at December 31, 2011: At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
True Salmon Pacific Holding Co.
6,523
-
-
TOTAL
6,523
-
-
The result accrued in joint ventures is as follows: At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
The provision for First Category Income Tax for a value of TUSD$ 5,827 and TUSD$ 934 in 2011 and 2010, respectively, does not cons-
True Salmon Pacific Holding Co.
87
-
-
titute cash flow for the company as a result of credit from the Ley Austral (Southern Law) application, that is, it will be compensated
TOTAL
87
-
-
on the next payment date because of this law.
Investment movement in joint ventures at December 31, 2011 is as follows: At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
Opening balance Investments in joint ventures
7,525
Participation in joint ventures earning TOTAL
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Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Summary of financial information ofTrue Salmon Pacific Holding Co. at December 31, 2011 is as follows:
Movement of intangible assets at December 31, 2010 is as follows: At Dec. 31, 2011
Current Assets
Useful Life Indefinite TUSD$
19,115
Non-current assets
291
Total assets company with joint control
19,406
Current liabilities
15,261
Non-current liabilities
1,406
Equity
2,739
Total liabilities and equity jointly controlled company
19,406
Ordinary income (*)
12,774
Ordinary expenses (*)
(12,599)
Net earning/(loss) (*)
175
Useful Life Definite TUSD$
Opening balance on January 1, 2010
6,775
-
Transfers
(1,871)
1,871
-
Additions
-
3,647
3,647
4,904
5,518
10,422
Region
Hectares
In use at close of financial period 2011
Balance at Dec. 31, 2010
The breakdown of the main types of intangible assets not generated internally is as follows: Useful Life
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
3,945
3,091
3,827
Aquaculture Concessions
Indefinite
Aquaculture Concessions
Finite
7,518
5,518
890
6,775
The breakdown of concessions and water rights at December 31, 2011 is as follows: a) Aquaculture Concessions - Seawater Own concessions No.
Name
Type
1
Humos 3
Salmonids
XI
4.5
YES
2
Burr 1
Salmonids
XI
3.8
YES
3
Rivero 1
Salmonids
XI
3.9
YES
4
Elefante 1
Salmonids
XI
4.0
-
5
Rivero 2
Salmonids
XI
8.1
YES
6
Pulluche 1
Salmonids
XI
15.0
-
7
I Rojas 2
Salmonids
XI
4.0
-
8
Rivero 4
Salmonids
XI
5.9
-
9
Salas 5
Salmonids
XI
3.0
-
10
Humos 2
Salmonids
XI
4.5
YES
11
Humos 1
Salmonids
XI
4.5
YES
Humos 4
Salmonids
XI
4.5
YES
(*) For the period between December 1 and 31, 2011
Note 16 - Intangible Assets Other Than Goodwill
Total TUSD$
Water rights
Indefinite
2,735
1,813
2,058
Trademark rights
Finite
61
-
-
Computer Licenses
Finite
-
-
-
12
Humos 5
Salmonids
XI
4.5
YES
197
-
-
13
14,456
10,422
6,775
14
Matilde 1
Salmonids
XI
3.0
YES
15
Humos 6
Salmonids
XI
4.5
-
16
Italia
Salmonids
XI
2.0
-
17
Humos 7
Salmonids
XI
1.0
-
18
Rivero 3
Salmonids
XI
2.0
-
19
Luz 1
Salmonids
XI
2.0
-
20
Matilde 2
Salmonids
XI
3.0
YES
21
Patranca 1
Salmonids
XI
6.0
YES
22
Luz 2
Salmonids
XI
2.0
YES
b) Intangibles subject to guarantees or restrictions
23
Salas 1
Salmonids
XI
0.5
-
On the accounting closing date of these financial statements, the company and its subsidiaries do not have any kind of guarantee
24
Pulluche 2
Salmonids
XI
2.0
YES
purchases of intangibles.
25
Salas 3
Salmonids
XI
0.5
-
26
Humos 8
Salmonids
XI
2.0
-
27
I Rojas
Salmonids
XI
6.0
-
28
Salas 2
Salmonids
XI
1.5
-
29
Salas 4
Salmonids
XI
1.2
-
30
Fitz Roy
Salmonids
XI
1.5
-
31
Pulluche 3
Salmonids
XI
6.0
YES
32
Fitz Roy
Salmonids
XI
1.0
-
33
205111340
Salmonids
XI
1.5
-
Others
Indefinite
Total a) Aquaculture concessions and water rights
Aquaculture concessions acquired from third parties are recognized at historical cost. The useful life of these concessions is mainly indefinite, since they have no expiration date and do not have a predictable useful life, and therefore, not amortized. Concessions obtained under the new fishing law have a useful life of 25 years. This is renewable according to compliance with sanitary and environmental conditions. These concessions are depreciated based on useful life. These water rights are usage rights associated with fish farm technical projects. These rights are indefinite and therefore not amortized. Water rights acquired from third parties are recognized at their historical cost.
Movement of intangible assets at December 31, 2011 is as follows: Useful Life Indefinite TUSD$
Useful Life Definite TUSD$
Total TUSD$
4,904
5,518
10,422
(32)
-
(32)
Additions
2,005
2,061
4,066
Balance at Dec. 31, 2011
6,877
7,579
14,456
Opening balance at January 1, 2011 Cumulative amortization and impairment
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AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
34
Luz 4
Salmonids
XI
2.0
YES
35
Dring 1
Salmonids
XI
2.0
-
36
Luz 3
Salmonids
XI
2.0
-
37
Matilde 3
Salmonids
XI
2.0
-
38
Melchor 1
Salmonids
XI
5.8
-
39
Melchor2
Salmonids
XI
1.5
-
40
Isquiliac 3
Salmonids
XI
3.0
-
41
Rivero 5
Salmonids
XI
1.5
-
42
Isla Quemada 2
Salmonids
XI
1.5
-
43
MITAHUES 2
Salmonids
XI
2.0
-
44
MITAHUES 3
Salmonids
XI
7.9
-
45
RABUDOS
Salmonids
XI
6.0
YES
46
Guar
Salmonids
X
3.0
-
47
Rulo
Salmonids
X
5.4
-
48
Caicaen
Salmonids
X
1.0
-
Water rights under financial lease No.
Name
1
Puluqui 1
Type Salmonids
Region
Hectares
In use at close of financial period 2011
X
11.7
-
Region
Hectares
In use at close of financial period 2011
Type
Region
In use at close of financial period 2011
1
Río Cululí
Freshwater
X
YES
2
Río Ignao
Freshwater
XIV
YES
3
Pozo Ignao
Freshwater
XIV
YES
4
Río Caliboro
Freshwater
VIII
YES
5
Vertiente SN
Freshwater
IX
YES
6
Rio Alllipen
Freshwater
IX
YES
Region
In use at close of financial period 2011
Water rights under operating lease
Own concessions - leased to third parties No.
Name
No.
Name
Type
1
Estero del Diablo
Freshwater
IX
YES
2
Estero Matanza
Freshwater
IX
YES
3
Estero Sen Sen
Freshwater
IX
YES
Note 17 - Properties, Plant and Equipment The breakdown of the different categories of property, plant and equipment and their movement at December 31, 2011 is as follows:
Concessions leased from third parties No. 1
Name Jorge 1
Type Salmonids
XI
6
YES At January 1, 2010
b) Water rights - Freshwater
Name
1
Río Negro 1
2
Region
In use at close of financial period 2011
Freshwater
X
-
Río Negro 2
Freshwater
X
-
3
Río Negro 3
Freshwater
X
-
4
Estero Caren 1
Freshwater
IX
-
5
Estero Caren 2
Freshwater
IX
-
6
Est. Allipén
Freshwater
IX
7
Río Curacalco
Freshwater
8
Canal del Laja
Freshwater
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2,118
Land TUSD$
Net buildings TUSD$
323
4,433
Cost or valuation
Own water rights No.
Net constructions TUSD$
Type
Net plant and equipment TUSD$
Net information technology equipment TUSD$ 8
17,025
Net fixtures and fittings TUSD$
Net motor vehicles TUSD$
Net total Properties, plant and equipment TUSD$
95
6,977
1,821
18,846
Accumulated depreciation
(570)
(3,970)
(6)
(389)
(4,935)
Net amount at January 1, 2010
1,548
323
17,488
2
1,527
20,888
1,221
265
8,752
153
Additions Additions projects under construction Disposals Depreciation
(97)
Net amount at December 31, 2010
2,672
588
YES
Additions
5,935
4,364
IX
YES
Additions projects under construction
VIII
YES
Disposals
981
836
11,227
1,600
363
1,963
(91)
(387)
(478)
(2,457)
(1)
(381)
(2,936)
25,292
154
1,958
30,664
22,178
45
465
33,968
(122)
(122)
881
Depreciation
(348)
Net amount at December 31, 2011
8,259
4,952
881
(10)
(4,216)
(38)
(406)
(5,018)
971
44,135
161
1,895
60,373
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Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
At December 31, 2011 the breakdown of Property, Plant and Equipment is as follows: Gross Value TUSD$
Daily maintenance and common repair costs are included in the profit or loss of the financial year. This is not so for replacements of
Depreciation cumulative TUSD$
significant or strategic parts. These are considered improvements and capitalized and depreciated over the remaining useful life of Net value TUSD$
Construction and work in progress
9,274
(1,015)
8,259
Land
4,952
-
4,952
Buildings Plant and equipment Information technology equipment Fixtures and fittings Total Properties, plant and equipment
981
(10)
971
54,778
(10,643)
44,135
206
(45)
161
3,071
(1,176)
1,895
73,262
(12,889)
60,373
the assets, based on each component. Gains or losses from the sale of property, plant and equipment is calculated by comparing proceeds from the sale with the asset’s carrying value and included in the income statement. b) Depreciation Method Depreciation of assets is calculated linearly over their useful life. This useful life has been determined based on expected wear and tear, technical or commercial obsolescence arising from changes and/or improvements in production and changes in market demand for the products obtained using these assets. c) Estimated useful life or depreciation rates Estimating useful life by type of asset are as follows:
At December 31, 2010 the breakdown of Property, Plant and Equipment is as follows: Gross Value TUSD$ Construction and work in progress Land Plant and equipment Information technology equipment Fixtures and fittings Total Properties, plant and equipment
Depreciation cumulative TUSD$
3,339
(667)
Net value TUSD$ 2,672
588
-
588
31,719
(6,427)
25,292
161
(7)
154
2,728
(770)
1,958
38,535
(7,871)
30,664
Gross Value TUSD$
Depreciation cumulative TUSD$
Net value TUSD$
Construction and work in progress
2,118
(570)
1,548
323
0
323
21,458
(3,970)
17,488
Total Properties, plants and equipment
13
-
Plant and equipment
7
10
Information technology equipment
3
-
Fixtures and fittings
4
10
The residual value and useful life of the assets are reviewed and adjusted if necessary at the closing of each Statement of financial position.
purchases of intangibles.
Land
Fixtures and fittings
Buildings
On the accounting closing date of these financial statements, the company and its subsidiaries do not have any kind of guarantee
At January 1, 2010 the breakdown of Property, Plant and Equipment is as follows:
Information technology equipment
Seawater Useful life average
d) Property, plant and equipment subject to guarantees or restrictions
Plant and equipment
Freshwater Useful life average
8
(6)
2
1,916
(389)
1,527
25,823
(4,935)
20,888
On December 31, 2011, the Company recognized financial year depreciation in the income results TUSD$ 2,771 (TUSD$ 1,300 in 2010).
At December 31, 2011, the Company does not have legal or contractual obligation to dismantle, remove or rehabilitate sites where it operates, and therefore its assets do not include costs associated with these requirements. e) Insurance The Group has insurance policies to cover risks for movable assets, equipment, plant and machinery. Australis Seafoods S.A. and subsidiaries believe that these policies have adequate coverage for the inherent risks in their activity. The insurance policies that Australis Seafoods S.A. and subsidiaries have are detailed below: Type of asset
Risks covered
Equipment and facilities
Basic coverage: Natural risks. Additional coverage: theft, collision, fire.
a) Valuation and updates The Administration has chosen the cost model as its accounting policy and applies this policy to all items that contain property, plant and equipment. The new Properties, plant and equipment are reported at acquisition cost. Acquisitions in the currency other than the functional currency are converted at the exchange rate of the day of acquisition. To measure major fixed assets and lands, which were acquired before transition to IFRS, their fair value was determined based on valuations made by expert personnel, who were external and independent in the case of subsidiary Landcatch Chile S.A. For all other fixed assets, in particular for those associated with subsidiary Australis Mar S.A., the historical cost model was used.
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AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
f) Financial leases
Note 18 - Current Income Taxes and Deferred Taxes
The detailed classification of assets acquired under the financial leasing model is presented below:
Deferred taxes mean the amount of taxes on the earnings that Australis Seafoods S.A. and subsidiaries will have to pay (liabilities)
At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
Properties, plant and equipment under financial leasing, net
TUSD$
TUSD$
TUSD$
Facilities under financial leasing
5,036
411
446
Land under financial leasing
2,280
50
50
The main deferred tax asset is tax losses of the parent company and subsidiaries to be recovered in future financial years. The main
971
-
-
deferred tax liability payable in future financial years are temporary differences arising from manufacturing expenses, revaluation of
7,861
255
304
16,148
716
800
biological assets and the revaluation of Properties, plant and equipment at the date of transition to IFRS and from the application, for
Buildings under financial leasing Plant and equipment under financial leasing TOTAL
Water rights under financial leasing
or recover (assets) in future financial periods, related to temporary differences between the tax base and the accounting carrying amount of certain assets and liabilities.
tax purposes, of accelerated depreciation. The breakdown of assets and liabilities by deferred taxes is as follows:
At Dec. 31, 2011
At Dec. 31, 2010
At Jan. 1, 2010
TUSD$
TUSD$
TUSD$
Water rights under financial leasing *
1,368
-
-
TOTAL
1,368
-
-
At Dec. 31, 2011 Assets for taxes deferredTUSD$
* This is given under the heading intangible assets other than goodwill.
Indirect costs activated in stock Biological asset valuation
On June 30, 2011, the subsidiary Landcatch Chile S.A. signed two leaseback operations with Banco Santander -Chile for the amount
Anticipated revenue
of TUSD 8,681 for an 8-year period with one grace year and an annual interest rate of 4.62% on the following fish farms:
Tax Losses
b) Piscicultura Las Vertientes, located in the La Araucanía Region, Cunco commune
Provisions
The Ignao and las Vertientes fish farms have a total carrying amount of TUSD$ 10,150 at the time they are sold to Banco Santander for
Properties, plant and equipment
7,049
3,840
1,121
1,253
At Jan. 1, 2010 Assets for taxes deferred TUSD$
Liabilities for taxes deferred TUSD$ 1,368 1,216
12 48
2,282
47 494
101
43 119
193
5 519 62
215
108
449
554
Holiday provision
each do to the nature of the transaction forms part of the asset value. This amount is included in the leased assets of the fixed asset
Staff provision
and is amortized based on the associated leased assets useful lives.
Non-collectable account provision
On November 21, 2011 the subsidiary Landcatch Chile S.A. signed a leaseback operation with Banco Bilbao Vizcaya Argentaria, Chile
Intangible
for the fish farm Ketrún Rayén, located in the Los Angeles commune, Bío Bío Region, for an amount of TUSD$ 5,788 for an 8-year
Unrealized gains
period with 6 months of grace and an annual interest rate of 3.94%. (In this operation no significant differences between the assets’
Valuation provision
carrying value and the selling price to the bank were generated)
Stock Others
On November 3, 2011, Australis Seafoods S.A. signed a leasing operation with Banco Bice, Chile for an amount of TUSD$ 981 for an
In addition the subsidiary Landcatch Chile S.A. has held fish farm Cululi under financial leasing since 2008.
Liabilities for taxes deferred TUSD$
Difference in inventory provision
TUSD$ 8,681 to be received as financial leasing for the same amount. In this operation a differential of TUSD$ 1,469 was generated,
8-year period with a 4.7% interest rate. The asset acquired in this operation is the company’s corporate offices.
At Dec. 31, 2010 Assets for taxes deferred TUSD$
278
Concessions
a) Piscicultura Ignao, located in the Los Ríos Region, Lago Ranco Commune
Liabilities for taxes deferred TUSD$
Total
637
131
2
2 440
324
54
211
45
121
146 (149)
100 376 4,000
8,877
101
192
297
70
(73)
689 69
1,593
5,617
1,283
3,791
No deferred taxes have been recognized due to temporary differences between the tax value and accounting value generated by investments in related companies. Therefore, no deferred tax is recognized from Conversion Adjustments and Associated Adjustments
The value of the minimum payments associated with financial leasing are in note No. 19, b)
directly recorded in net equity.
g) Fixed Assets in disuse or fully depreciated
With respect to the statute of limitations for tax losses likely attributable to future profits, we note that there are no limitations if they
At December 31, 2011, the company does not have any fixed assets temporarily out of service or fully depreciated.
are generated in companies in Chile.
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Our Company
The Salmon Industry
Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Movement of assets by deferred taxes is as follows:
Within the Expenditure line, for the previous income tax, the provision for First Category Income Tax is given for a value of TUSD$ At Dec. 31, 2011 TUSD$
Opening balance Variation of: Inventories
At Dec. 31, 2010 TUSD$
1,593
1,283
(101)
101
-
(5)
Concessions Properties, plant and equipment
(193)
85
Unrealized gains
203
(25)
Intangible
(211)
166
Anticipated revenue
278
(12)
1,788
(25)
564
(345)
79
370
4,000
1,593
Tax loss Provisions Others Final balance
At Dec. 31, 2010 TUSD$
Note 19 - Other Financial Liabilities At December 31, 2011, Australis Seafoods S.A. and subsidiaries has financial loans. These loans accrue interest at an effective interest rate, which does not significantly vary from the nominal rate. Interest bearing loans - Current Bank loans
Interest bearing loans - Non-current
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
15,307
12,435
1,138
195
175
16,445
12,630
40,365
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
40,190
At Jan. 1, 2010 TUSD$
5,617
3,791
Bank loans
51,041
52,720
-
3,209
2,472
Financial leasing obligations
14,684
227
379
Total other financial liabilities expiring after 12 months
65,725
52,252
379
Stocks
(92)
(497)
Intangible
440
-
Biological assets
(132)
37
Provisions
-
-
Concessions
1
47
Properties, plant and equipment
(96)
(234)
Others
(70)
1
8,877
5,617
Final balance
the application of this law. The remaining credit at December 31, 2011 is M$ 13,168.
Total other financial liabilities expiring within 12 months At Dec. 31, 2011 TUSD$
Variation of: Manufacturing costs
will not generate an outflow of cash for the company. In other words, it will be compensated in the next payment date, as a result of
Financial leasing obligations
Movement of liabilities by deferred taxes is as follows:
Opening balance
5,827 and TUSD$ 934 in 2011 and 2010, respectively. Due to credit accumulated from the Ley Austral (Southern Law), this expense
To reflect the effect of legal modification of income tax, which raises the income tax rate in Chile from 17% to 20% for 2011 and to 18.5% for 2012, returning to 17% in 2013, all credits (charges) to the results have been recorded for deferred taxes from differences in tax versus financial valuation, based on the ratio of the difference reversed in the years mentioned. The income tax expense breaks down as follows: Cumulative at Dec. 31, 2011 TUSD$ Current tax expenditure Effect of deferred tax Others Total
Cumulative at Dec. 31, 2010 TUSD$
(5,827)
(934)
(853)
(1,516)
(16)
403
(6,696)
(2,047)
The following is a breakdown of expense conciliation for Income Tax, using the statutory rate with the tax expense using the effective rate:
Income tax expenditure using the statutory rate
Cumulative at Dec. 31, 2011
Cumulative at Dec. 31, 2010
TUSD$
TUSD$
(6,825)
(3,302)
Tax effect of rates of other jurisdictions
-
-
Other charge decreases for legal taxes
129
1,255
(6,696)
(2,047)
Expenditure
98 australis seafoods
australis seafoods 99
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Additional information on financial liabilities a) The breakdown of bank loans held by Australis Seafoods S.A. and subsidiaries at December 31, 2011 and January 1, 2010 is as follows: 2012 Rut Debtor Company
Debtor Company
Country Deb- Name creditor tor Company
76.003.885-7
Australis Mar S.A.
Chile
Banco de Chile
76.003.885-7
Australis Mar S.A.
Chile
Banco de Chile
76.003.885-7
Australis Mar S.A.
Chile
76.003.885-7
Australis Mar S.A.
Chile
76.090.483-k
Landcatch S.A.
Chile
76.090.483-k
Landcatch S.A.
Chile
76.090.483-k
Landcatch S.A.
76.090.483-k
Landcatch S.A.
Rut Creditor
Country Creditor
Currency
Amortization Type
Effective rate
Nominal Rate
Guarantees
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Total current on 12-31-11 TUSD$
97.004.000-5 Chile
USD
Quarterly
2.35%
2.35%
YES
-
-
-
-
-
-
8,332
-
-
-
97.004.000-5 Chile
USD
Quarterly
2.35%
2.35%
YES
-
-
-
-
-
-
-
-
-
-
Banco Corpbanca
97.023.000-9 Chile
USD
Quarterly
2.90%
2.90%
YES
-
-
-
-
-
-
-
-
-
Banco de Crédito e Inversiones
97.006.000-6 Chile
USD
Quarterly
2.75%
2.75%
YES
-
-
-
-
-
-
-
-
-
Banco de Crédito e Inversiones
97.006.000-6 Chile
Pesos
Monthly
2.90%
2.90%
No
-
-
434
-
-
-
-
-
Banco de Chile
97.004.000-5 Chile
Pesos
Monthly
2.90%
2.90%
No
-
-
147
-
-
-
-
-
Chile
Banco de Chile
97.004.000-5 Chile
USD
Bimonthly
1.37%
1.37%
No
-
-
366
-
-
-
-
Chile
Banco Santander
97.036.000-K Chile
USD
Monthly
4.68%
4.68%
No
-
-
-
-
-
28
Total Bank loans
-
-
947
-
-
Refinancing costs
-
-
-
-
-
Total
-
-
947
-
-
Expiration Expiration Expiration Expiration Non-current Total Non1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years 5 or more current on 12TUSD$ TUSD$ TUSD$ TUSD$ years 31-11 TUSD$ TUSDS
-
-
8,332
-
-
-
-
-
-
-
1,958
1,958
1,958
1,958
13,884
-
-
17,800
-
-
2,218
2,218
2,200
2,200
13,400
-
-
17,800
-
-
1,662
1,662
1,650
1,650
10,050
-
-
13,350
-
-
-
-
434
-
-
-
-
-
-
-
-
-
-
147
-
-
-
-
-
-
-
-
-
-
-
366
-
-
-
-
-
-
27
27
27
27
27
27
190
326
326
326
326
787
2,091
28
8,359
27
27
27
27
5,865
15,307
6,134
6,134
37,660
326
787
51,041
-
-
-
-
-
-
-
-
-
-
-
-
-
-
28
8,359
27
27
27
27
5,865
15,307
6,134
6,134
37,660
326
787
51,041
2011 Rut Debtor Company
Debtor Company
Country Deb- Name creditor tor Company
76.090.483-k
Landcatch S.A.
Chile
Banco Santander
76.090.483-k
Landcatch S.A.
Chile
Banco de Chile
76.090.483-k
Landcatch S.A.
Chile
Banco de Crédito e Inversiones
76.090.483-k
Landcatch S.A.
Chile
76.003.885-7
Australis Mar S.A.
76.003.557-2
Australis Seafoods
Rut Creditor
Country Creditor
Currency
Amortization Type
97.036.000-K Chile
Pesos
Monthly
97.004.000-5 Chile
Pesos
Monthly
97.006.000-6 Chile
Pesos
Monthly
Banco Security
97.053.000-2 Chile
Pesos
Chile
Banco de Crédito e Inversiones
97.006.000-6 Chile
Chile
Banco Corpbanca
Effective rate
Nominal Rate
Guarantees
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Total current on 12-31-11 TUSD$
Expiration Expiration Expiration Expiration Non-current Total Non1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years 5 or more current on 12TUSD$ TUSD$ TUSD$ TUSD$ years 31-11 TUSD$ TUSDS
0.68%
0.68%
No
-
-
225
-
-
-
-
-
-
-
-
-
225
-
-
-
-
-
0
0.59%
0.59%
No
-
-
713
-
-
-
-
-
-
-
-
-
713
-
-
-
-
-
0
0.47%
0.47%
No
-
-
1,336
-
-
-
-
-
-
-
-
-
1,336
-
-
-
-
-
0
Monthly
0.63%
0.63%
No
-
-
223
-
-
-
-
-
-
-
-
-
223
-
-
-
-
-
0
USD
Quarterly
2.56%
2.56%
YES
-
-
-
-
-
-
-
-
-
-
-
-
-
1,661
1,650
11,700
-
-
15,011
97.023.000-9 Chile
USD
Monthly
3.30%
3.30%
No
-
-
-
-
-
1,850
-
-
-
-
-
-
1,850
-
-
-
-
-
-
S.A. 76.003.885-7
Australis Mar S.A.
Chile
Banco de Chile
97.004.000-5 Chile
USD
Monthly
2.61%
2.61%
YES
-
-
-
-
-
8,088
-
-
-
-
-
-
8,088
-
-
-
-
-
0
76.003.885-7
Australis Mar S.A.
Chile
Banco de Chile
97.004.000-5 Chile
USD
Quarterly
2.41%
2.41%
YES
-
-
-
-
-
-
-
-
-
-
-
-
0
2.201
2,200
2,200
13,400
-
20,001
76.003.885-7
Australis Mar S.A.
Chile
Banco Corpbanca
97.023.000-9 Chile
USD
Quarterly
2.41%
2.41%
YES
-
-
-
-
-
-
-
-
-
-
-
-
-
1.883
1,870
1,870
11,390
-
17,013
Total Bank loans
-
-
2,497
-
-
9,938
-
-
-
-
-
-
12,435
5,745
5,720
15,770
24,790
0
52,025
Refinancing costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
-
-
2,497
-
-
9,938
-
-
-
-
-
-
12,435
5,745
5,720
15,770
24,790
0
52,025
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Total current on 12-31-11 TUSD$
2010 Rut Debtor Company
Debtor Company
Country Deb- Name creditor tor Company
Rut Creditor
Country Creditor
Currency
Amortization Type
Effective rate
Nominal Rate
Guarantees
Jan
Feb
Expiration Expiration Expiration Expiration Non-current Total Non1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years 5 or more current on 12TUSD$ TUSD$ TUSD$ TUSD$ years 31-11 TUSD$ TUSDS
77.071.070-7
Landcatch S.A.
Chile
Banco Santander
97.036.000-K Chile
Pesos
Monthly
0.45%
0.45%
No
-
-
380
-
-
-
-
-
-
-
-
-
380
-
-
-
-
-
-
77.071.070-7
Landcatch S.A.
Chile
Banco de Chile
97.004.000-5 Chile
Pesos
Monthly
0.42%
0.42%
No
-
-
550
-
-
-
-
-
-
-
-
-
550
-
-
-
-
-
-
77.071.070-7
Landcatch S.A.
Chile
Banco de Crédito e Inversiones
97.006.000-6 Chile
Pesos
Monthly
0.51%
0.51%
No
-
-
791
-
-
-
-
-
-
-
-
-
791
-
-
-
-
-
-
77.071.070-7
Landcatch S.A.
Chile
Banco Security
97.053.000-2 Chile
Pesos
Monthly
0.40%
0.40%
No
-
-
300
-
-
-
-
-
-
-
-
-
300
-
-
-
-
-
-
77.071.070-7
Landcatch S.A.
Chile
BCI linea crédito
97.006.000-6 Chile
Pesos
Monthly
-
-
No
-
-
43
-
-
-
-
-
-
-
-
-
43
-
-
-
-
-
-
76.003.885-7
Australis Mar S.A.
Chile
Banco de Chile
97.004.000-5 Chile
USD
Quarterly
2.40%
2.40%
SI
-
-
-
-
-
28,074
-
-
-
-
-
-
28,074
-
-
-
-
-
-
76.003.885-7
Australis Mar S.A.
Chile
Banco Corpbanca
97.023.000-9 Chile
USD
Quarterly
1.68%
1.68%
SI
-
-
-
-
-
10,052
-
-
-
-
-
-
10,052
-
-
-
-
-
-
-
-
2,064
-
-
38,126
-
-
-
-
-
-
40,190
-
-
-
-
-
-
-
-
2,064
-
-
38,126
-
-
-
-
-
-
40,190
-
-
-
-
-
-
Total Bank loans Refinancing costs Total
* The Guarantees and restrictions associated with the bank loans are detailed in note No. 30. Bank obligations at 12/31/2011 do not have associated covenants.
100 australis seafoods
australis seafoods 101
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
b) The breakdown of obligations due to financial leases held by Australis Seafoods S.A. and subsidiaries at December 31, 2011 and January 1, 2010 is as follows: At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
Gross Value TUSD$
interest TUSD$
Present Value TUSD$
Gross Value TUSD$
No later than one year
1,500
362
1,138
More than one year but less than five
12,781
2,508
10,273
More than five years
4,593
182
4,111
TOTAL
18,874
3,052
15,822
Minimum payments to be payed for leasing, Financial leasing obligations
At Jan. 1, 2010 TUSD$
interest TUSD$
Present Value TUSD$
Gross Value TUSD$
interest TUSD$
Present Value TUSD$
217
22
195
200
25
175
253
26
227
425
46
379
Note 21 - Provisions for Employees Benefits, Current and Noncurrent Provision for staff bonuses The Company has a provision for employee bonus payments when it is contractually obligated or when conditions of employee compliance and performance at the close of the financial year merits it. Provision for employee holidays The Company recognizes an employee holiday expense by the accrual method based on the amount of time worked by each individual.
470
48
422
625
71
554
Obligations due financial leases correspond to the following leasing contracts:
Indemnity for years of service The subsidiary Landcatch Chile S.A. has contracts with executive personnel which include compensation benefits for years of service in the event of voluntary retirement or termination. This liability is recognized according to technical standards, and considering
IM USS amount
Number of quotas
Annual interest
Option of purchase TUSD$
Type
Institution
Date of contract
Piscicultura Cululi
Banco BCI
01-31-2008
818
60
4.60%
17
Piscicultura Huacamalal
Banco Santander -(Chile
06-30-2011
3,330
96
4.62%
48
Piscicultura Las Vertientes
Banco Santander -Chile
06-30-2011
5,351
96
4.62%
77
Offices Australis Seafoods S.A.
Banco BICE
11-03-2011
981
96
4.70%
12
Ketrun Rayen Fish Farm
Banco BBVA
11-21-2011
5,788
96
3.94%
75
that the actuarial value does not vary significantly from the cost, the latter has been maintained, with periodic evaluations in case some of the variables change. Earnings or losses due to changes in actuarial variables, if any, are recognized in the income of the financial year in which they occur. Because of this, there are no: a) service costs for the current period b) interest costs c) contributions made by participants d) accounting earnings and losses e) expected return on plan assets
Note 20 - Trade Accounts Payable and Other Accounts Payable
The breakdown at the closing of each financial year is as follows:
The items making up this category are: Current Suppliers Staff retention Payable dividend Others Accounts payable Sundry creditors Total
Non-current
At Dec. 31, 2011 TUSD$ 41,880
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
19,956
11,993
243
152
278
8,243
9,457
-
697
348
2
91
3,750
1,330
176
1,581
680
51,330
35,244
14,283
At Dec. 31, 2011 TUSD$
At Dec. 31, 2010 TUSD$
At Jan. 1, 2010 TUSD$
Sundry creditors L/P
-
-
5,259
Total
-
-
5,259
f) contributions made by the employer
Provision for staff bonuses Provision for employee holidays Total provisions for employee benefits, current Indemnity for years of service
At Dec. 31, 2011 TUSD$
At Jan. 1, 2011 TUSD$
2,043
1,466
210
561
434
255
2,604
1,900
465
450
360
-
Provisions for other benefits
1,057
-
-
Total provisions for employee benefits, non-current
1,507
360
-
The variation from one financial year to another in these provisions is as follows: Provision for staff bonuses Opening balance
At Dec. 31, 2011 TUSD$
At Dec. 31, 2011 TUSD$
1,466
210
Increase (decrease) in existing provisions
2,043
1,466
Provision used
(1,466)
(210)
2,043
1,466
TOTAL
102 australis seafoods
At Dec. 31, 2011 TUSD$
australis seafoods 103
Content
The Salmon Industry
Our team
Our Company
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Provision for employee holidays
At Dec. 31, 2011 TUSD$
At Dec. 31, 2011 TUSD$
Opening balance
434
255
Increase (decrease) in existing provisions
429
273
(302)
(94)
561
434
At Dec. 31, 2011 TUSD$
At Dec. 31, 2011 TUSD$
Opening balance
360
-
Increase (decrease) in existing provisions
90
360
-
-
450
360
At Dec. 31, 2011 TUSD$
At Dec. 31, 2011 TUSD$
-
-
1,057
-
-
-
1,057
-
Provision used TOTAL Indemnity for years of service
Provision used TOTAL Provisions for other benefits Opening balance Increase (decrease) in existing provisions Provision used TOTAL
public deed before Iván Torrealba Acevedo. In this meeting the following, among other items, was decided: a) To increase the Company’s capital from $21,833,579,871 to a total amount of $24,673,419,797, paid by shareholders by capitalizing on profits retained by the Company, following loss absorption, corresponding to the account “Other Reserves,” with the capitalized profits amount rose to $2,839,839,925. b) To increase the number of shares among which the Company’s capital is divided from 20,507 registered shares, without nominal value, of the same and unique series, each with equal value, to 1,220,002,444 registered shares, without nominal value, of the same and unique series, each with equal value, without increasing statutory capital. For these purposes, the next step was the exchange of the respective stock certificates in the manner determined by the Shareholders group. In accordance with the above, each Company shareholder receives 59,492 shares for each currently issued share. c) To request registration of the Company and its shares in the Securities Registry of the Superintendencia de Valores y Seguros (hereinafter the “Superintendencia”), with which, once the shares are registered, the Company would be subject to the standards governing publicly traded corporations. The Company would be subject to Superintendencia audits, thus complying with articles 2 of the Ley de Sociedades Anónimas (Corporations Law), 5 and 7 of Law No. 18,045 of the Securities Market (hereinafter the “Ley de Mercado de Valores” (Securities Market Law)) and 2 of the Reglamento de Sociedades Anónimas (Corporations Regulations). This is so, that the Company’s shares can be publicly offered and traded in Markets for Emerging Companies that regulate Securities Exchanges, in accordance with article 8 subsection 2 of the Securities Market Law and the General Standard No. 118 of the Superintendencia and its modifications. d) To increase the capital of the Company from $24,673,419,797, including the revaluation of capital as reported in the General Shareholder Meeting on March 4, 2011, divided in 1,220,002,444 registered shares, without nominal value, of the same and unique se-
Note 22 - Issued Capital
ries, each of equal value, to the amount of $28,515,993,870, divided in 1,410,002,444 registered shares, without nominal value, of the same and unique serie, each of equal value, which implies an increase in capital of the Company of $3,842,574,074, done by
To date the capital subscribed and paid of the Company is one hundred and twenty-three million eighty-one thousand dollars (TUSD$
issuing 190,000,000 new payment registered shares, without nominal value, of the same and unique serie, each of equal value,
123,081) divided in one billion four hundred and three million two thousand four hundred and forty-four shares (1,403,002,444).
the Shareholders setting the minimum placement value of the shares and, jointly, to approve the amount of $141,568,519 of this capital increase to go to a compensation plan for employees of the Company or its subsidiaries, according to the terms of article
a) Capital
24 of the Ley de Sociedades Anónimas (Corporations Law).
The Company’s paid capital breaks down as follows:
2.- On March 14th, 2011, Director Rodrigo Arriagada Astrosa privately subscribed to 2,000,000 company shares. The share price
on Dec. 31, 2011 Series Only
Subscribed Capital N° of shares
is equal to the price at which each year is offered when it first enters is exchange, that is, $185 (Chilean pesos). The transaction
Paid Capital N° of shares
1,403,002,444
amount was $370,000,000 (Chilean pesos), and the payment deadline is pending. 3.- On March 14th, 2011, Director Federico Rodríguez Marty privately subscribed to 1,000,000 company shares. The share price is
1,400,002,444
equal to the price at which each year is offered when it first enters is exchange, that is, $185 (Chilean pesos). The transaction
amount was $185,000,000 (Chilean pesos), and the payment deadline is pending.
Number of shares
Shares own
Own Shares
Total
4.- On June 8th, 2011, the Board of Directors declared successful the placement of 180,000,000 first issue shares, representative
At January 1, 2010
2,000
2,000
2,000
2,000
of 12.77% of the Company’s capital stock. This placement took place on June 9th, 2011 in the Bolsa de Comercio de Santiago (San-
Capital increase
18,507
18,507
18,507
18,507
tiago Stock Exchange). The first issue share offer took place in the local market through Larraín Vial S.A. Stockbrokerage, acting as
Balance at December 31, 2010
20,507
20,507
20,507
20,507
placement agent, and the sale was executed in the Santiago Stock Exchange, Securities Exchange by means of the trading me-
Number of shares
Shares ordinary
Shares own
Ordinary shares
thod “Subasta de un Libro de Órdenes” (Orders Book Auction). The auction price of the offered shares was fixed by the Company Ordinary shares At January 1, 2011 Exchange of shares Capital increase Balance at December 31, 2011
for a sum of $185 (Chilean pesos) per share, making the total amount of the share placement $33,300,000,000 (Chilean pesos). Total
20,507
20,507
20,507
20,507
1,220,002,444
1,220,002,444
1,220,002,444
1,220,002,444
183,000,000
183,000,000
183,000,000
183,000,000
1,403,002,444
1,403,002,444
1,403,002,444
1,403,002,444
The main equity movements of the period are: 1.- On March 4, 2011, the AUSTRALIS SEAFOODS S.A. Extraordinary Shareholders Meeting act, held the same date, was summarized in
104 australis seafoods
5.- On October 20th, 2011, a Special Shareholders Meeting was held. Shareholders representing 97.274% of the total shares with voting entitlement attended, and the following, among other items, was decided: a) The modification of currency used for Company accounting and stating statutory capital from Chilean pesos to United States of America Dollars; a. The capitalization of the highest value obtained in the placement of shares on June 9, 2011, discounting issue and placement expenses, in compliance with subsection 2 of article 26 of the Ley de Sociedades Anónimas (Corporation Law).
australis seafoods 105
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
- Dividend policy In order to determine distributable net profit of the Company to be considered for dividend calculation, the following will be excluded from the financial year results:
Note 23 - Cumulative Earnings (losses) The Cumulative Results account breaks down as follows:
1) Unrealized profits or losses, related to the recording at fair value of biological assets regulated by the accounting standard “IAS 41,”
At Dec. 31, 2011
At Dec. 31, 2010
reintegrating them into net profits the moment they are realized. For this purpose, realized will be understood as the portion of these
TUSD$
TUSD$
fair value increases corresponding to the assets sold or disposed of by other means.
Opening balance
2) Unrealized income generated in the acquisition of other entities and, in general, unrealized results produced from the application
11,929
(4,708)
Income results and comprehensive costs
27,429
17,377
of paragraphs 34, 42, 39 and 58 of the accounting standard “Captain international Financial Reporting Standard No. 3,” revised,
Other variations in equity
(6,952)
8,726
referring to business combination operations. These results will also be re-integrated into net profit at the moment of realization. For
Interim dividends
(8,243)
(9,466)
these purposes, results will be understood as realized as long as acquired entities generate profit after acquisition, or when these
Total
24,163
11,929
entities are sold.
As required by Memorandum No. 1,945 of the Superintendency of Securities and Insurance, Chile on September 29, 2009, below
3) The effects of deferred taxes associated with the items indicated in 1) and 2) will be regulated in the same way as the item that
are the adjustments of the first applications of IFRS, recorded with a credit to cumulative earnings (losses), pending realization.
gives rise to them.
2010
Dividend Provision
Adjustments cumulative at 01/01/2010
The Company reports as interim dividends the equivalent of 30% of distributable net profit for the 2011 period. b) Distribution of Shareholders
Items
The main shareholders of Australis Seafoods S.A. are the following: Name
No. Shares
% Ownership
2011
Amount realized in 2010
Balance for realize at 12/31/2010
Amount realized in 2011
Amount realized in 2011
TUSD $
TUSD $
TUSD $
TUSD $
TUSD $
Biological assets
(1)
5,072
(5,072)
-
-
Functional currency
(2)
(1,539)
-
(1,539)
(1,539)
Properties, plant and equipment
(3)
(563)
-
(563)
(563)
FONDO DE INVERSIÓN PRIVADO AUSTRALIS
1,101,077,936
78.5%
ASESORIAS E INV BENJAMIN S A
106,924,508
7.6%
Deferred taxes
(4)
(983)
1,216
233
233
42,293,121
3.0%
Stock
(5)
414
(414)
-
-
40,082,255
2.9%
Intangibles
(6)
214
-
214
214
AFP HABITAT S A PARA FDO PENSION C
16,043,158
1.1%
Negative goodwill
(7)
134
(134)
-
-
FONDO DE INVERSIÓN SANTANDER SMALL CAP
13,584,418
1.0%
185
-
185
185
COMPASS SMALL CAP CHILE FONDO DE INVERSIÓN
12,254,012
0.9%
Reclassification of interests, non-controlling *
AFP HABITAT S A FONDO TIPO B
10,414,253
0.7%
TOTAL
(4,404)
(1,470)
(1,470)
AFP HABITAT S A FONDO TIPO A
8,969,575
0.6%
BOLSA DE COMERCIO DE SANTIAGO BOLSA DE VALORES
8,250,525
0.6%
LARRAIN VIAL S A CORREDORA DE BOLSA FONDO DE INVERSIÓN LARRAIN VIAL BEAGLE
SIGLO XXI FONDO DE INVERSIÓN LINZOR ABSOLUTE RETURN FONDO DE INVERSIÓN PRIVADO
5,134,128
0.4%
4,235,964
0.3%
1,369,263,853
97.6%
Others
190 3,124
(1) Biological assets: According to prior GAAP, fish were classified as inventory and were recorded at cost or at market value, if this was lower. In accordance with IFRS 41, fish must be classified as biological assets and are valued at fair value. This adjustment was made in 2010 at the time of sale of these assets. (2) Functional currency: According to previous GAAP, the Company had some subsidiaries in Chilean pesos. When evaluating the functional currencies of each of the group’s companies, it was concluded that their operations were primarily carried out in United States of America dollars, hereinafter “Dollars,” and therefore these operating subsidiaries with different currencies were converted to “Dollars.” These adjustments were made to the extent that the item with which they are associated is disposed of. (3) Properties, plant and equipment: For the application of IFRS it has been defined opening balances at January 1, 2010 are recorded at fair value, and therefore: i) For the case of subsidiary Landcatch Chile S.A., an assessment of lands, water use rights, equipment and buildings of the Company was performed. ii) For the case of subsidiary Australis Mar S.A., the method of historical cost of the assets was used and the useful lives and residual values of these assets were verified.
106 australis seafoods
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Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
These adjustments were made to the extent that the item with which they are associated is disposed of. (4) Deferred taxes: According to IFRS, all effects of deferred taxes from temporary differences between the tax and financial balance sheet must be recorded, using the liability method. These adjustments are made using the same ratio as the items with which they
i) Unrealized profits or losses, related to the recording at fair value of biological assets regulated by the accounting standard “IAS 41,” reintegrating them into net profits the moment they are realized. For this purpose, realized will be understood as the portion of these fair value increases corresponding to the assets sold or disposed of by other means.
are associated.
ii) The effects of deferred taxes associated with the concepts indicated in i) will have the same fate as the item that gave rise to them.
(5) Stocks: The adjustment done corresponds to the portion of the fair value included in the finished products, done for the valuation
Although distributable profit for determining dividends is calculated based on annual results, for informational purposes, the deter-
of the biological asset adjustment. This adjustment was made in 2010 at the time of sale of these assets.
mination of net profit for the financial year ending on December 31, 2011 is given below: At Dec. 31, 2011 TUSD$
(6) Intangibles: According to IFRS aquaculture concessions have mainly indefinite useful lives and are therefore subject to annual impairment tests. Depreciation has been reversed and its effects recognized in the cumulative results. These adjustments were made
Earning attributable to the controlling interest
to the extent that the item with which they are associated is disposed of. (7) Negative goodwill: According to IFRS 3, this concept is paid directly to income, and therefore higher investment balances were attributed to the cumulative results at the transition date. This adjustment does not have an effect on future financial years, and
27,429
Change in the fair value of biological assets
59
Deferred taxes associated with the fair value of biological assets
(11)
therefore has been considered as made in the adjusted period.
Distributable net profit
* Non-controlling shares reclassification: According to IFRS, this item is considered part of equity, unlike according to the previous
Application of dividend policy (30%)
27,477 8,243
GAAP. For this reason, it will not be applied in future financial years.
Note 24 - Earnings per Share and Net Distributable Profits 24.1. Earning per share
Note 25 - Ordinary Revenue The revenue of the Group breaks down as follows:
Earnings per share break down as follows:
Freshwater Sales At Dec. 31, 2011
At Dec. 31, 2010
US$/No. of shares
US$/No. of shares
0.02
847
Earning per share
The calculation of basic earnings (losses) per share was done by dividing the profit attributable to shareholders by the number of shares of the same unique serie. The Company has not issued convertible debt or other equity securities. As a result there are no potentially diluting effects on the Company’s earning per share.
24.2. Distributable net profit
4,181
154,264
80,220
Total
163,664
84,401
The Group’s ordinary revenue mainly consists of sales from products derived from the harvest of biological assets.
Note 26 - Other Income/Expenses by Function
2011, by means of the distribution of a final dividend. The Ordinary Meeting of Shareholders must approve this, and it is payable on
Other operating income
the date they designate.
be determined based on total profits from the relevant changes of yet unrealized assets and liabilities, which must be re-integrated into the calculation of net profit for the financial year in which these changes take place. Additional dividends will be determined based on these criteria according to the agreement adopted at the Shareholders Meeting. As a result, it was agreed that, in order to determine distributable net profit of the Company, that is, net profit considered for calcu-
TUSD$
Seawater Sales
The revenue of the Group breaks down as follows:
policy that net profit, for purposes of the minimum obligatory dividend payment of 30%, established by article 79 of Law 18,046, will
Cumulative at Dec. 31, 2010
TUSD$ 9,400
Dividend policy for the financial year 2011 is to distribute as a dividend at least 30% of net profit of the year ending on December 31,
According to the provisions of memorandum No. 1945 of the SVS, dated December 29, 2009, it was agreed to establish as a general
Cumulative at Dec. 31, 2011
At Dec. 31, 2011 Negative goodwill from acquisitions
At Dec. 31, 2010
-
1,556
Others
307
546
Leases
92
-
-
63
Costs recovery Reimbursements by Law No.18,708 Total
51
35
450
2,200
lating the minimum obligatory dividend for financial year 2011, the following aspects will be excluded from the results of the financial year:
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Content
Our team
Our Company
The Salmon Industry
Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Other operating costs At Dec. 31, 2011 Others
(368)
Penalties and disposals of fixed assets
At Dec. 31, 2010 (477)
(27)
(181)
(1,305)
(1,717)
Confiscation of plant product
-
(74)
Settled personnel compensation
-
(287)
(1,700)
(2,736)
Rest centers
Total
Note 29 - Financial Costs (net) Financial COSTS at the closing of the financial statement are detailed below: Cumulative at Dec. 31, 2011
Cumulative at Dec. 31, 2010
TUSD$
TUSD$
Financial Interests
(1,785)
(1,162)
Loan Commission
(65)
(68)
(18)
(11)
Notary costs Bank costs Total
Note 27 - Distribution Expenses
-
(1,901)
(1,241)
Distribution costs are detailed below: Cumulative at Dec. 31, 2011 TUSD$
Cumulative at Dec. 31, 2010 TUSD$
Land transport
(582)
(251)
Third-party cold stores
(262)
(275)
Selling costs
(215)
(56)
General pre-shipment and shipment costs
(367)
(122)
Employees Salaries
(451)
(441)
Commissions
(75)
(65)
Other selling costs
(73)
(47)
(2,025)
(1,257)
Total
(33)
Note 30 - Exchange Differences of Assets and Liabilities in Foreign Currency a) Exchange differences recognized in results Exchange differences generated at December 31, 2011 and 2010 by the balances of assets and liabilities in foreign currencies other than the functional currency were credited (charged) to the results of the financial year as follows: Cumulative At Dec. 31, 2011 TUSD$ Assets in foreign currency Liabilities in foreign currency Total exchange differences
Note 28 - Administration Costs
Employees costs Depreciation and amortization Third-party services
(5,910)
2,918
1,230
(556)
(4,680)
2,362
b) Assets and liabilities in foreign currency
Below are the main administration costs of the company at the close of the financial statements:
Lease
Classes of current assets
Currency
Cumulative at Dec. 31, 2011
Cumulative at Dec. 31, 2010
Cash and cash equivalents
Non-index linked pesos
TUSD$
TUSD$
Cash and cash equivalents
Dollars
Cash and cash equivalents
Index-linked pesos
(238)
(181)
(4,971)
(3,025)
(47)
(163)
(1,896)
(1,336)
Others
(1,165)
(512)
Total
(8,317)
(5,217)
Subtotal Cash and cash equivalents Other non-financial assets, current
Non-index linked pesos
Other non-financial assets, current
Dollars
Subtotal other non-financial assets, current
Employee costs Employee costs are detailed below:
26
57
2,109
11,742
2,957
-
-
656
51,480
11,768
3,670
174
355
5
252
22
30 35
377 -
-
Trade debtors and other receivables, current
Dollars
14,278
10,175
11,133
16,864
10,175
11,133
-
9,462
-
5,701
-
1,523
Accounts receivable to related entities, current
Non-index linked pesos
Accounts receivable to related entities, current
Dollars
Accounts receivable to related entities, current
Index-linked pesos
Subtotal accounts receivable to related entities, current
TUSD$
Salaries
(2,814)
(2,775)
Biological assets, current
Non-index linked pesos
Benefits
(2,085)
(115)
Biological assets, current
Dollars
(72)
(135)
Biological assets, current
Index-linked pesos
(4,971)
(3,025)
Inventories
Dollars
Subtotal Inventories
Subtotal Biological assets, current Assets for taxes, current
Non-index linked pesos
Assets for taxes, current
Dollars
Assets for taxes, current
Index-linked pesos
Subtotal Assets for taxes, current
110 australis seafoods
49,371
426
Cumulative at Dec. 31, 2010
At Jan. 1, 2011 TUSD$
2,586
TUSD$
Total
At Dec. 31, 2011 TUSD$
Non-index linked pesos
Cumulative at Dec. 31, 2011
Others
At Dec. 31, 2011 TUSD$
Trade debtors and other receivables, current Subtotal trade debtors and other receivables, current
Employees costs:
Cumulative At Dec. 31, 2010 TUSD$
50
-
-
5,751
9,462
1,523
11,506
2,617
3,494
11,506
2,617
3,494
-
-
-
78,797
57,651
29,523
-
-
-
78,797
57,651
29,523
196
1,874
344
-
-
-
7,749
3,874
867
7,945
5,748
1,211
australis seafoods 111
Content
Our team
Our Company
The Salmon Industry
Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Classes of non-current assets Other non-financial assets, non-current Other non-financial assets, non-current Subtotal other non-financial assets, non-current Investments recorded using accounting method participation Subtotal Investments recorded using the participation method Intangible assets other than goodwill Intangible assets other than goodwill Intangible assets other than goodwill Subtotal Intangible assets other than goodwill Properties, plant and equipment Subtotal Properties, plant and equipment Biological assets, non-current Subtotal Biological assets, non-current Assets for deferred taxes Subtotal Assets for deferred taxes
Currency Non-index linked pesos Dollars
Non-index linked pesos Dollars Index-linked pesos Dollars Dollars Dollars
Classes of current liabilities
Currency
Other current financial liabilities
Non-index linked pesos
Other current financial liabilities
Dollars
Other current financial liabilities
Index-linked pesos
Subtotal other current financial liabilities Trade accounts and other receivables, current
Non-index linked pesos
Trade accounts and other receivables, current
Dollars
Subtotal Trade accounts and other receivables, current Current accounts payable to related entities
Non-index linked pesos
Current accounts payable to related entities
Dollars
Subtotal Current accounts payable to related entities Provisions for employee benefits, current
Non-index linked pesos
Provisions for employee benefits, current
Dollars
Subtotal provisions for employee benefits, current
Classes of non-current liabilities
Currency
Other non-current financial liabilities
Dollars
Other non-current financial liabilities
Index-linked pesos
Subtotal other non-current financial liabilities
At Dec. 31, 2011 TUSD$ 7,379 156 7,535 7,612
At Dec. 31, 2011 TUSD$ 8,694 235 8,929
At Jan. 1, 2011 TUSD$ 5,550 3 5,553
-
-
14,456 14,456 60,373 60,373 28,860 28,860 4,000 4,000
10,422 10,422 30,664 30,664 16,343 16,343 1,593 1,593
6,775 6,775 20,888 20,888 9,445 9,445 1,283 1,283
At Dec. 31, 2011 TUSD$
At Jan. 1, 2011 TUSD$
581
2,497
2,064
15,682
9,938
38,126
182
195
175
16,445
12,630
40,365
17,713
15,500
10,119
33,617
19,744
4,164
51,330
35,244
14,283
368
557
2,990
3,525
-
-
3,893
557
2,990
2,604
1,900
465
2,604
1,900
465
At Dec. 31, 2011 TUSD$
At Dec. 31, 2011 TUSD$
65,680
52,025
-
45
227
379
65,725
52,252
379
At Jan. 1, 2011 TUSD$
Other non-current, payable accounts
Dollars
-
0
5,259
Other non-current, payable accounts
Index-linked pesos
-
-
-
-
-
5,259
-
628
11,395
628
11,395
8,877
5,617
3,791
Subtotal Other non-current, payable accounts Non-current accounts payable to related entities
Non-index linked pesos
Subtotal Accounts payable to related entities related, non-current Liability for deferred taxes
Non-index linked pesos
Liability for deferred taxes
Dollars
Subtotal Liability for deferred taxes
8,877
5,617
3,791
Other non-financial liabilities, non-current
Non-index linked pesos
-
-
10
Other non-financial liabilities, non-current
Dollars
-
-
-
0
0
10
450
360
Subtotal other non-financial liabilities, non-current Provisions for employee benefits, non-current
Non-index linked pesos
Provisions for employee benefits, non-current
Dollars
a) Pledged shares According to the financing contracts of the subsidiary Australis Mar S.A., controlling shareholders of Australis Seafoods S.A. assumed the obligation to pledge over 50.1% of their shares in favor of the financing banks of the aforementioned subsidiary, which are
7,612 -
At Dec. 31, 2011 TUSD$
Note 31 - Contingencies
Banco Chile, Corpbanca and Banco de Crédito e Inversiones. b)Direct guarantees At the closing date of these financial statements, the company had no direct guarantees of any kind. c)Indirect guarantees Debtor
Committed Assets
Type
Asset Accountable TUSD$
Corpbanca
Australis Mar S.A.
Subsidiary
Guarantor
Does not apply
-
Banco Chile
Australis Mar S.A.
Subsidiary
Guarantor
Does not apply
-
Banco Crédito e Inversiones
Australis Mar S.A.
Subsidiary
Guarantor
Does not apply
-
BBVA Chile
Landcatch Chile S.A.
Subsidiary
Surety
Does not apply
-
Guarantee creditor
Name
Relation
Type of guarantee
d) Guarantees from third parties In accordance with the bank financing contracts of Australis Mar S.A. (subsidiary), this company’s debts with Banco de Chile, Banco de Crédito e Inversiones and Corpbanca are secured by Mr. Isidoro Ernesto Quiroga Moreno, Asesorías e Inversiones Benjamín S.A. Australis Seafoods S.A. and Landcatch Chile S.A. Awarding and maintenance of these guarantors does not accrue any charge for the Company or its subsidiaries. e) Guarantees In order to guarantee the obligations of subsidiary Comercializadora Australis SpA according to the contracts awarded on the purchase of fifty percent of the social rights of True Salmon Pacific Holding Co. LLC (hereinafter “TSP”), this subsidiary served as a pledge in favor of the salerepresentatives for their social rights in TSP. It was agreed that this pledge would be lifted on January 26, 2012. e) Restrictions In accordance with the bank financing contracts of Australis Mar S.A. (subsidiary), this company is subject to the following restrictions until 2015 unless the company has prepaid the debt balances. a) Not being a guarantor and/or surety and co-debtor, or to compromise its patrimony directly or indirectly, of obligations of third parties that make up an amount greater than or equal to five hundred thousand dollars, individually or collectively. b) Australis Mar S.A. may not constitute or award pledges or mortgages on its movable or immovable property, except for those authorized in the financing contracts. c) Australis Mar S.A. may not sell, transfer or sign away in any way assets that are part of the debtor’s fixed asset, unless such a disposal does not imply a significant decrease in equity. d) Australis Mar S.A. may not distribute profits or dividend payments over thirty percent of the profit of the respective financial year, for the entire term of the credit, unless, in excess, they are capitalized in the debtor or designated for reinvestment in Australis Seafoods S.A. or any company controlled by it. e) The TUSD$ 10,686 debt that Australis Mar S.A. has to Australis Seafoods S.A. (parent company) must be subordinated in favor of
1,057
the creditor banks.
Subtotal Provisions for benefits to employees, non-current.
1507
360
-
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Content
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Main Assets
Consolidated Financial Statements
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Note 32 - Environment
Note 33 - Events After the Balance Sheet Date
Australis Seafoods S.A. and subsidiaries, as part of their business strategy, have defined care and respect for the environment as a
a) On January 26, 2012, the pledge was lifted for obligations assumed by the subsidiary Comercializadora Australis SpA based on
priority. For this reason, a number of actions have been taken that make operations more efficient and considerably reduce environ-
contracts awarded at the time of purchase of fifty percent of the social rights of True Salmon Pacific Holding Co., LLC (hereinafter
mental impact, basically with the following types of expenditures:
“TSP”).
a) Expenditures or costs related to improvement of and/or investment in production processes that reduce environmental impact
b) The consolidated financial statements of the Company for the financial year ending on December 31, 2011 were approved by the
and/or improve environmental conditions such as: monitoring effluents from fish farms, marine devices and processing plants;
Board in session on March 14, 2012.
fish mortality silage system implementations in the sea rearing centers and fish farms; environmental reports and initial as-
c) Between December 31, 2011 and the issue date of these consolidated financial statements, there were no financial or other events
sessments of rearing centers; etc.
that significantly affects the interpretation of these statements.
b) Expenditures or costs related to verifying and monitoring ordinances and laws regarding industrial processes and facilities such as: filing environmental impacts declarations to evaluate mortality silage; managing and final disposal of hazardous and non-
Note 34 - Other Information
hazardous wastes, phytoplankton monitoring; monitoring sediments and the water column in rearing centers; monitoring mud from fish farms; environmental consulting; hiring sampling and laboratory analysis services; etc.
The number of employees of Australis Seafoods and subsidiaries, by category, is as follows:
For the future, Australis Seafoods and subsidiaries reaffirm their commitment to caring for the environment by means of new investments, continual training of employees and signing of new agreements that allow for progress towards sustainable development, in order to achieve harmony between operations and the environment.
Indefinite contracts
The breakdown of expenditures for environmental protection projects undertaken by the Group in 2011 is as follows: At December 31, 2011
Company that incurred the Expense
Project name
Reason for the expenditure
Cost TUSD$
Investment TUSD$ 40
At December 31, 2010
Amount designated for future periods
Ox yg e n equipment
48
09/30/2012
12/31/2011
Estimated date of project end
Implementation of oxygen monitoring systems
Implementation of oxygen monitoring systems
Australis Mar S.A.
Preparation of preliminary environmental studies of the concessions
Preparation of preliminary environmental studies of the concessions
30
Third-party services
36
09/30/2012
12/31/2011
23
Australis Mar S.A.
Implementation of biosecurity and vector measures
Implementation of biosecurity and vector measures
30
Third-party services
36
09/30/201
12/31/2011
25
Australis Mar S.A.
E nv i ro n m e n ta l analysis
Environmental analysis of the sites by means of on-site testing
40
Third-party services
48
09/30/2012
12/31/2011
41
Landcatch S.A.
Effluent incubation UV disinfection system
Effluent incubation UV disinfection system / Liquid waste monitorin
120
Liquid waste monitoring / UV System
250
09/30/2012
12/31/2011
126
Australis Mar S.A.
E nv i ro n m e n ta l analysis
Environmental analysis of the sites by means of on-site testing
40
Landcatch S.A.
Effluent incubation UV disinfection system
Effluent incubation UV disinfection system / Liquid waste monitoring
120
401
246
Fixed term contracts
35
38
Total contracts
347
284
Investment TUSD$
Costs TUSD$
Australis Mar S.A.
401
At Dec. 31, 2010
312
Exact or estimated date on which future expenditures will be made
Description of the asset or cost item TUSD$
At Dec. 31, 2011
40
Third-party services
48
09/30/2012
12/31/2011
41
Liquid waste monitoring / UV System
250
09/30/2012
12/31/2011
126
-
-
Environmental expenditures of the subsidiary Australis Mar S.A. have to do with enabling new rearing centers, and while these have an estimated completion date, these projects will continue in the future as long as there are new rearing centers.
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Content
Our Company
Our team
The Salmon Industry
Main Assets
ď ź
Consolidated Financial Statements
ď ˝
AUSTRAL IS S EAFOODS annual r ep ort 2011
C o ns o lid at e d Fi n a nci a l Stat em e n ts
Condensed Financial Statements of Subsidiary Companies GENERAL BALANCE TUSD$
Australis Mar S.A.
Landcatch Chile S.A.
Piscicultura Rio Maullin SPA 2011
Comercializadora Australis SPA
2010
2011
STATEMENT OF CHANGES IN EQUITY AUSTRALIS MAR S.A. TUSD$
2011
2010
2011
2010
Current Assets
107,954
83,990
27,307
10,817
-
-
-
-
Opening balance previous period 01/01/2011
Non-current assets
80,263
47,946
32,155
18,807
149
104
7,612
-
Total Assets
188,217
131,936
59,462
29,624
149
104
7,612
-
57,730
30,231
18,795
8,788
122
97
3,525
-
Non-current Liabilities
66,470
67,757
26,854
9,615
-
-
4,005
-
Equity
64,017
33,948
13,813
11,221
27
7
82
-
Total Liabilities and Assets
188.217
131,936
59,462
29,624
149
104
7,612
-
Australis Mar S.A.
Landcatch Chile S.A.
Fish Farm Rio Maullin SPA
2010
2011
Gross profit
45,270
23,842
5,714
907
-
-
-
-
Other income (losses)
-7,539
-4,041
-2,703
-36
20
-
82
-
Profit (loss) before taxes
37,731
19,801
3,011
871
20
-
82
-
20
-
82
-
Income tax
-7,667
-3,947
-419
1,461
30,064
15,854
2,592
2,332
2011
Comercializadora Australis SPA
2011
INCOME (LOSS)
2010
CASH FLOW TUSD$
2010
2011
Australis Mar S.A.
Accumulated Earnings
Other reserves
2010
Current Liabilities
INCOME STATEMENT TUSD$
Capital
2010
Landcatch Chile S.A.
Equity attributable to owners of the holding company
5,066
28,791
-
33,857
Earnings
-
30,063
-
Other movements
-
-
-
Total changes in equity
5,066
58,854
Final balance current period 12/31/2011
5,066
58,854
Accumulated Earnings
Non-controlling Interests
Assets total
91
33,948
30,063
1
30,064
0
5
5
-
63,920
97
64,017
-
63,920
97
64,017
STATEMENT OF CHANGES IN EQUITY LANDCATCH CHILE S.A. TUSD$
Capital
Opening balance previous period 01/01/2011
10,825
1,574
-1,178
11,221
-
11,221
Earnings
-
2,592
-
2,592
-
2,592
Other movements
-
-
-
-
-
-
Total changes in equity
10,825
4,166
-1,178
13,813
-
13,813
Final balance current period 12/31/2011
10,825
4,166
-1,178
13,813
-
13,813
STATEMENT OF CHANGES IN EQUITY FISH FARM RIO MAULLIN SPA TUSD$
Capital
Accumulated Earnings
Other reserves
Other reserves
Equity attributable to owners of the holding company
Equity attributable to owners of the holding company
Non-controlling Interests
Non-controlling Interests
Assets total
Assets total
Opening balance previous period 01/01/2011
-
-
7
7
-
7
Earnings
-
20
-
20
-
20
2011
2010
2011
2010
Other movements
-
-
-
-
-
-
8,919
1,451
-11
-88
Total changes in equity
-
20
7
27
-
27
-16,686
-14,110
-8,962
-41
Final balance current period 12/31/2011
-
20
7
27
-
27
Net cash flows from / (used in) financing activities
-646
21,023
9,158
-138
Net increase in cash and equivalent in cash
-8,413
8,364
185
-267
Cash and cash equivalents at the start of the period
11,443
3,079
324
591
Cash and cash equivalents at the end of the period
3,030
11,443
509
324
Net cash flows from / (used in) operating activities Net cash flows from / (used in) investment activities
CASH FLOW TUSD$
Fish Farm Rio Maullin SPA 2011
STATEMENT OF CHANGES IN EQUITY COMERCIALIZADORA AUSTRALIS SPA TUSD$
Comercializadora Australis SPA
2010
2011
2010
Net cash flows from / (used in) operating activities
-
-
-5
-
Net cash flows from / (used in) investment activities
-
-
-4,000
-
Net cash flows from / (used in) financing activities
-
-
4,005
-
Net increase in cash and cash equivalents
-
-
-
-
Cash and cash equivalents at the start of the period
-
-
-
-
Cash and cash equivalents at the end of the period
-
-
-
-
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Capital
Accumulated Earnings
Other reserves
Equity attributable to owners of the holding company
Non-controlling Interests
Assets total
Opening balance previous period 01/01/2011
-
-
-
-
-
-
Earnings
-
82
-
82
-
82
Other movements
-
-
-
-
-
-
Total changes in equity
-
82
-
82
-
82
Final balance current period 12/31/2011
-
82
-
82
-
82
The accounting policies applied to each subsidiary are those described in the consolidated financial statements of Australis Seafoods S.A. The complete financial statements of the subsidiaries presented are at the disposition of the public in the offices of Australis Seafoods S.A. and the Superintendency of Securities and Insurance.
australis seafoods 117
Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
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www.australis-seafoods.cl
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Content
Our Company
Our team
The Salmon Industry
Main Assets
Consolidated Financial Statements
DESIGN
100% Diseño MEMORY TEXT EDITING
Comsulting Photography
Morten Andersen Portraits
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