australis annual report 2012 · 2020. 9. 9. · mín s.a. with 99.99% of the corporate rights, and...
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ANNUAL REPORTAUSTRALIS SEAFOOD S.A.
2012
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Contents
Anticipating events, being visionary and combining the energy of a young company with the experience of those who are part of it, have been the strengths that distinguish us as a company.
ANTiciPATiON
In 2012 we stood out for be ing the f i rst Chi lean Company to secure the G lobal G .A .P. Cert i f icat ion . Th is recognizes our valuable know-how and passion for excel lence.
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A U S T R A L I S S E A F O O D S
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Dear shareholders, I am addressing you
to present Australis Seafoods S.A.’s 2012
Balance Sheet and Annual Report.
In 2012 the Company faced a big challenge
as the aquaculture industry was hit by the
lowest prices seen in the last six years in
response to a close-to-96% increase in
production both in Chile and in Norway.
Our company was no stranger to this reality
which was duly reflected in this year’s result.
For the year ended December 31st, 2012, the
Company posted a loss of US$66.1 million,
which compares to a profit of US$27.4
million in 2011.
As for sales, these recorded a decrease
of 26% in relation to the previous year,
totaling US$121.8 million. This decrease is
explained by an almost 30% fall in prices,
partly compensated by higher sales volumes
that increased from 28.457 tons in 2011 to
32.026 tons in 2012. In turn, costs of sales
reached US$156.9 million, 38% above the
2011 level.
Almost two years ago, when our Company
started the process of going public, we
stressed the values that characterize us and
which are part of our business philosophy:
transparency, vision, anticipation and
agility. Well aware of the cyclical nature that
characterizes this industry, Australis Seafoods
was therefore well prepared, and continues
to be well prepared, to face contingencies
like those faced last year. We have a strong
business plan that focuses, among other
aspects, on cost optimization and on
taking advantage of the price improvement
experienced during the last weeks of 2012.
It was against the background of declining
prices that the Company’s Board of Directors
made the early and well-timed decision to
cut the initial production plan by adopting
a more conservative view in terms of growth
rates for the coming years. In light of market
developments observed towards the end of
last year, we are convinced that this was the
right decision.
Moreover, and despite possible price
fluctuations in the markets that are attractive
for Chilean salmon, we continue to be
optimistic about the fundamentals of our
industry. The world’s population increasingly
consumes proteins on a consistent basis and
demand for salmonids increases at an annual
compound growth rate of approximately
6%.
In addition, salmon has distinct features
among animal proteins: it is a natural source
of vitamins, proteins and other nutrients,
among which long chain polyunsaturated
fatty acids (omega 3) stand out. The market
recognizes these attributes and, despite the
much larger global production in 2012,
demanded 22% more Atlantic salmon
(Salar) than in 2011.
It was with this vision in mind that we
announced a capital increase of US$60
million last December, at the same time as
the majority shareholder announced the full
subscription of its proportion of the share
issue, which has been positively received by
the market. Part of this capital increase will
be used to resume the position that Australis
Seafoods achieved in 2011 as one of the
leaders in the production of salmonids in
the world.
We are therefore well aware of the unique
strengths of our Company. These will allow
us to recover lost ground quickly. We not
only have the necessary infrastructure and
well established know know-how from
the beginning of the productive cycle to
marketing in key international markets,
but also an expert professional team of the
highest caliber to continue developing the
Australis project, all of which has been duly
recognized by the market.
Fully consistent with this view, I am pleased
to report that in June 2012, Australis
Seafoods S.A. was recognized as the best
salmon producing company by the 2012
EVA Ranking prepared by Econsult. This
ranking considers the Economic Value
Added by industry sector and in aggregate
across sectors. At the aggregate level, we
were placed number 18 out of 132 local
companies. We are naturally very proud of
this recognition and remain committed to
work hard and reach new milestones for
our shareholders. We have also focused
on new commercial strategies to add new
markets and clients in the fastest growing
destinations, such as Brazil, China and India,
and to improve the logistics and processing
of our production. An important milestone
for Australis in this context has been the
negotiation and recent acquisition of our
first processing plant on March 28th, 2013.
The Fitz Roy plant will process initially up
to 40,000 tons and incorporate more than
230 employees, all of whom we welcome
warmly to the Australis team.
At the end of 2012 there were clear signs of
improvement in the price of our products
and we are certain that this upward trend will
continue in a scenario where the industry´s
players have come to appreciate the impact
of decisions that lead to oversupply.
In this new phase, the Company and its
management led by the Board, will have the
financing required to continue to implement
its growth strategy and to look for and
develop new business opportunities.
I would like to conclude not only by thanking
but also encouraging all and each of the
members of Australis Seafoods Group. The
reputation of our Company, the recognition
of its excellence by marketing agents, and
the Company´s appreciation by the market
in general are mainly the result of your hard
work, dedication and perseverance. I invite
you to work harder than ever in the effort of
promoting this project, one that has already
proven itself ready for big challenges. You
are a key part of this aspiration.
Federico Rodríguez MartyChairman of the Board of Directors
Australis Seafoods S.A.
Federico Rodríguez Marty
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WE ARE WELL AWARE OF THE UNiQUE STRENGTHS OF OUR cOMPANY. THESE WiLL ALLOW US TO REcOVER LOST GROUND QUicKLY.
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2012 Milestones
First Chilean company to obtain the Global G.A.P. CertificationIn March 2012, we obtained the Global
G.A.P. certification, recognized by the Glo-
bal Food Safety Initiative (GFSI), which
certifies our good practices in the elabora-
tion of our products and strict compliance
with international standards. This makes
us the first Chilean company to obtain this
certification for all its productive facilities,
and the local company with the largest vo-
lume of certified biomass in the three spe-
cies of salmon (Atlantic, Pacific and Trout).
Sound growth plan decisionWe anticipated the severe fall in prices in
2012 caused by excess production in Chi-
le and globally, announcing moderation in
the Company´s planting and harvesting
growth rates.
Capital increaseDue to the uncertainty in the industry and
in anticipation of lower prices and higher
production costs - and their impact on cash
flows - we announced a capital increase of
US$60 million for 2013. The controlling
shareholder confirmed the subscription of
its share of such amount, which has been
received positively by the market.
Rodrigo Arriagada Astrosa
New Chairman and CEOAt the beginning of 2013 Mr. Rodrigo
Arriagada Astrosa was appointed the new
CEO of the Company. He resigned as
chairman of the Company to make way for
Mr. Federico Rodríguez Marty. They both
contribute to our experienced team by
continuing the work of the previous ma-
nagement.
2012 EVA Ranking best salmon farmWe were recognized as the best salmon
farm in the 2012 version of EVA Ranking
prepared by Econsult. The ranking con-
siders the Economic Value Added by in-
dustry sector and at a general level. The
Company ranked number 18 out of 132
companies
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Total number of shareholders: 77
Main Shareholders: Asesorías e Inversiones Benjamín S.A.
Fondo de Inversión Privado Australis, represented by
Administradora de Inversiones Tamarindo S.A.
Ownership and control of the company
Basic InformationCorporate Name: Australis Seafoods S.A. (ASF)RUT*: 76003557-2Address: Cerro El Plomo 5680, Office 403 Las Condes, Santiago, Chile.Kind of company: Publicly Held Corporation
Incorporation Documents
Public deed City: SantiagoDate: October 31, 2007Notary Public: Iván Torrealba Acevedo
Legalization
Publication in the Official Gazette Date: November 21, 2007Registration before in the Commercial RecordPage: 48.775Number: 34.583Year: 2007Date: November 16, 2007
Contact InformationHeadquarters Cerro El Plomo 5680, Office 403, Las Condes, Santiago, ChilePhone (+56 2) 2299.58.00Fax (+56 2) 2798.96.52Email: [email protected]
company information
Name of Controlling Shareholder(s):Chilean RUT.Percentage of Direct PropertyPercentage of Indirect Property
Control
Main changes in ownership occurred
during 2012
Quiroga Moreno, Isidoro Ernesto6.397.675-K0%86,957%
Mr. Ernesto Isidoro Quiroga Moreno controls Australis Seafoods S.A. through the companies Asesorías e Inversiones Benjamín S.A. and Fondo de Inversión Privado Australis. Mr. Quiroga Moreno holds 0.1% of the capital shares of Asesorías e Inversiones Benjamín S.A., and the remaining 99.9% is held by Inversiones El Aromo Limitada in which, in turn, he holds 70.19571% of the corporate rights. On the other hand, the only investor in Fondo de Inversión Privado Australis is Rentas Acuícolas Limitada, whose partners are Asesorías e Inversiones Benja-mín S.A. with 99.99% of the corporate rights, and Inversiones El Aromo Limitada with 0.01%.
During 2012, there were no major changes to the ownership of the Company.
12 mAIn shAReholDeRs As of DeCembeR 31, 2012
N° Name or Corporate Name RUT Shares %
1 Fondo de Inversión Privado Australis 76.123.347-5 1,101,077,936 78.48
2 Asesorías e Inversiones Benjamín S.A. 79.744.960-1 106,924,508 7.62
3 Fondo de Inversión Larraín Vial Beagle 96.955.500-k 54,950,856 3.92
4 Larraín Vial S.A. Corredora de Bolsa 80.537.000-9 43,331,873 3.09
5 AFP Hábitat S.A. for Fondo Pensión C 98.000.100 16,043,158 1.14
6 Compass Small Cap Chile Fondo de Inversión 96.804.330-7 11,491,470 0.82
7 MBI Corredores de Bolsa SA 96.921.130-0 10,473,656 0.75
8 AFP Hábitat S.A. Fondo Tipo B 98.000.100-8 10,414,253 0.74
9 AFP Hábitat S.A. Fondo Tipo A 98.000.100-8 8,969,575 0.64
10 Bolsa de Comercio de Santiago Bolsa de Valores 90.249.000-0 6,452,358 0.46
11 Negocios y Valores S.A. C de B 96.586.750-3 6,288,871 0.45
12 Bice Inversiones Corredores de Bolsa S.A. 79.532.990-0 4,549,006 0.32
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* RUT: National Identification Number
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We have a first class board of Directors and senior executive team with vast experience in the industry, whose vision to achieve continuous improvement inspires Australis seafoods’ philosophy of excellence.
OUR ViSiON
Our customer focused strategy which is based on three fundamental pillars: attraction, client loyalty and growth, has led us to develop reliable, sustainable and long term business relationships with all our clients.
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A U S T R A L I S S E A F O O D S
Description
Administration and Staff
Australis Seafoods S.A. is a company
that holds, through its subsidiaries,
interests in the aquaculture sector, par-
ticularly in the production of eggs and
smolts, the weight gaining of salmon
species and their export and marketing.
Directorio de izquierda a derecha: Luis Felipe Correa, Rafael Fernández, Jorge Rodríguez, Isidoro Quiroga, Martín Guiloff y Federico Rodríguez,
At present there are two principal com-
panies: one focused on production in
freshwater and one on the seawater
weight gaining business.
The summarized organizational structu-
re is shown below.
The Company’s Board of Directors in
made up of the following persons:
b) Board of Directors and Management
tage Developing company
Genetic development and production of eggs Landcatch Chile S.A.
Breeding and weight gaining in freshwater Landcatch Chile S.A.
Weight gaining in seawater Australis Mar S.A.
Marketing and exports Australis Mar S.A.
Name RUT OccupationIsidoro Quiroga Moreno 6.397.675-K Civil Engineer
Federico Rodríguez Marty (Chairman) 9.357.625-K Lawyer
Luis Felipe Correa González (Secretary) 11.947.424-8 Lawyer
Rafael Fernández Morandé 6.429.250-1 Civil Engineer
Martín Guiloff Salvador 12.661.579-5 Civil Engineer
Jorge Rodríguez Grossi 5.141.013-0 Economist
The relevance of this structure is that
it allows an adequate vertical integra-
tion of our businesses since within the
Group the production of salmon species
is managed from its genetic develop-
ment to its final marketing. Thus, it is
possible to add value in each stage of
the business, and within the company
involved, as indicated in the table be-
low:
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A U S T R A L I S S E A F O O D S
Australis Seafoods S.A.Rodrigo Arriagada AstrosaCEO
Civil Engineer Universidad Católica
RUT: 8.547.812-5
Luis Felipe Correa GonzálezLegal Manager
Lawyer, Universidad Diego Portales
Master in Business Law, Universidad de
Los Andes
RUT: 11.947.424-8
Ricardo Daniel Misraji VaizerCFO
Business Administration, Universidad
Católica de Chile
Master in Business Administration,
University of Cambridge, UK.
RUT: 8.967.131-0
Gabriel Guajardo GonzalezProduction Manager
Fishery Engineer, Universidad Católica
de Valparaíso
Master in Business Administration,,
Economics and Administration School
of Universidad Austral
RUT: [_*_]
The following is a list of the names and positions of the managers and senior
executives.
RemunerationsDuring 2012, the Company’s
remuneration paid to Chairman Rodrigo
Arriagada Astrosa were ChP$28,000,000
to Director Isidoro Quiroga Moreno ChP
$22,000,000, to Director Luis Felipe
Correa González ChP $24,000,000,
to Director Federico Rodríguez Marty
ChP $22,000,000, to Director Rafael
Fernández Morandé ChP $26,000,000, to
Director Jorge Horacio Rodríguez Grossi
ChP$18,000,000, and to Director Martín
Guiloff Salvador ChP $16,000,000.
During the year, the Company did not
incur in any expenses for counseling from
the Board.
From January 1, 2012 until December 31,
2012, the Company paid remuneration
to the members of the Committee of
Directors as follows: to Director Rafael
Fernández Morandé, $3,000,000, to
Director Jorge Horacio Rodríguez Grossi,
$3,000,000, and to Director Martín
Guiloff Salvador, $3,000,000.
The total amount of gross compensation
paid to managers and executives during
2012 was US$3,527,000.
During 2012, compensation for years of
service paid to managers and/or senior
executives was US$673,186.
Company AMSA LACSA ASF Total
Executives 14 2 3 19
Professionals and technicians 115 36 2 153
Administrative Staff 26 8 1 35
Other Employees 4 148 - 152
Total 159 194 6 359
Our StaffThe following table shows a list of the Company’s staff at the end of 2012:
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A U S T R A L I S S E A F O O D S
Australis took its first steps in 2003 when its
current controlling shareholder, Isidoro Qui-
roga Moreno, acquired Australis S.A. (ASA),
a freshwater smolt producing company that
already had 10 years of experience. It was
only in 2007 when it expanded its business
to seawater growing salmon through its sub-
sidiary Australis Mar S.A. (AMSA). Thus, the
integrated operation of ASA and AMSA com-
bined the purchase of the eggs and/or smolts
- which were bred in freshwater ASA’s facili-
ties – with the weight gaining farms in AMSA
facilities, where the production cycle ended.
This business model allowed Australis to ex-
pand the operations within the value chain of
Atlantic salmon, Pacific salmon (Coho) and
Trout and to optimize the different processes
in each of the companies. That same year,
with the purpose of giving a corporate struc-
ture to its aquaculture activities, Australis
Seafoods S.A. was incorporated as a holding
company.
Historical Overview
Australis Seafoods S.A. purchases
Landcatch Chile S.A.
In October 2009, in order to integrate the
entire production line, Australis Seafo-
ods S.A. purchased Landcatch Chile S.A.
(LACSA), a company that has one of the
leading breeding programs in Chile. This
acquisition allowed Australis to procure
100% of the eggs it requires to meet its
production plans, thus restricting to a mi-
nimum the risk of transmission of disease
that may come from importing eggs from
third parties. Having its own genetic pro-
gram, Australis could also have fish families
to improve the quality of its own products,
and eggs to supply the Chilean market.
In addition to this acquisition, Austra-
lis signed a technical support agreement
with Landcatch Natural Selection Limited,
according to which it agreed to provide te-
chnical consulting to LACSA with regard to
genetic improvement in the reproduction of
salmonid species and breeding programs,
among others. This contract is effective until
December 2015 and is renewable for periods
of 3 years, as of that date.
In 2010, considering the growth that the
Australis Seafoods Group had experien-
ced, the acquisitions it had made and, abo-
ve all, the new challenges it would have to
face, the Company decided to implement
a corporate reorganization of its subsidia-
ries which included the assumption by
LACSA of all of ASA’s activities. As a result
of this process, the Group activities were
separated into two business areas: (i) fres-
hwater production of genetically improved
eggs, fry and smolts, exclusively through
LACSA, and (ii) the businesses of weight
gaining of salmonids, an the marketing
and export of meat to foreign markets
through AMSA.
Going public in the Santiago Stock Exchange
In June 2011, Australis Seafoods S.A. went
public in the Santiago Stock Exchange. As
was proposed to the new Company inves-
tors, the funds then raised have been desti-
ned to finance the Company’s growth plans.
Also, to secure a better distribution of its
products in one of the most important
markets, the U.S.A, that same year the
holding company acquired 50% of one the
major salmonid distributors in the U.S.,
True Salmon Pacific Holding.
Leader in the Chilean salmon industry
In its short years of existence, Australis has
come to occupy a leading position in the Chi-
lean salmon industry. This, thanks to the entre-
preneurial vision of the Company’s controlling
shareholder, a first class management team with
vast experience in the business and with a ca-
pacity to respond rapidly in decision making;
a team of collaborators that- with commitment
and dedication- strive every day to achieve the
goal of making Australis one of the main sal-
mon exporters worldwide.
Mission, Vision, Values
Mission• To offer products with world-class qua-
lity standards developed under a modern,
efficient and flexible management system
and through an environmentally friendly
production process, with consideration for
maximum sanitary safety parameters and
acting responsibly towards our employees.
Vision• To be acknowledged as a Company
that is innovative, efficient and respectful
towards the natural environment and the
communities in which we operate, there-
by achieving a leading position in cost and
profitability.
Values• Commitment to our workers
• Promoting integral development of our co-
llaborators in a safe, respectful and peaceful
work environment.
• Innovation and quality in harmony with
the environment
• Ongoing search for better solutions in our
production process in order to provide high
quality and fresh products with utmost pre-
caution and care for the environment and the
communities neighboring our operations.
• Compliance of principles that promote the
best corporate practices and compliance with
applicable rules and regulations in all activi-
ties undertaken by the directors, executives
and employees of Australis Seafoods Group,
ASF.
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A U S T R A L I S S E A F O O D S
In our few years of existence, we have come to occupy an important position in the Chilean salmon industry; today we are prepared for the challenge to diversify our markets and exports.
AGiLiTY
In the search for alternative markets to cushion the potential adverse impact of international crises and/or market downturns, the Company has implemented a dynamic and cutting edge ex-port model that enhances the competitive advantages of its products and develops new niches and markets
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Chart n°4Trout harvest per country (M Tons WFE)
The Salmon industry
Source: Kontali Analyse
Source: USDA
Lamb
Meat
Pork
Chicken
Salmon
282
276
263
215
142
17
15
17
19
20
23
24
21
15
6
Energy(Kcal)
Proteins(gr)
Fatty Acids (gr)
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Source: Kontali Analyse
5%
23%
65%
3%4%
Chart n°3Atlantic salmon harvest per country (M Tons WFE)
Source: The World Healthiest foods
Chart n°2 Salmon Nutritional Information (Base Portion: 4 Oz. or 113.4 Gr.)
Source: Bjorkl, J., Norwegian University and Life Sciences, Norway (2002)
Chart n°1Protein Retention
The ProductSalmon farming started experimentally in
the 60’s and became a productive industry
during the 80’s in Norway and in the 90’s in
Chile. Since those years the production of
Atlantic salmon has grown by over 600%.
The main sources of protein for humans
come from livestock, poultry, pork, fish
and seafood, but if the amount of protein
in the food sections of each animal is com-
pared with the amount of protein needed
to obtain it, salmon is the species delive-
ring the best conversion rates (Chart 1).
Despite these efficient conversion rates and
the fact that almost 70% of the planet’s sur-
face is water, only 6% of the protein in the
world comes from the sea.
In addition, salmon is a recognized natural
source of vitamins, proteins and antioxidants.
Its benefits and properties make it an ideal
food in all stages of human development,
from the period of gestation to adulthood.
Studies show that salmon is a food that re-
presents a vital source of nutrients, among
which are a large percentage of polyunsa-
turated fatty acids (long-chain Omega-3)
that help prevent cardiovascular disease
and contribute to the smooth functioning
of neurons, among other benefits. (Table
N°1 and Chart N°2)
SupplyThe main producers of farmed salmon and
trout are Norway and Chile. According to
2012 figures, they account for about 79%
of world salmon production and 88% of
trout world production. Both countries
have climatic and oceanographic condi-
tions favorable to the farming of these
products which explain the high concen-
tration on the supply side (Charts N°3 and
N°4).
Chile has about 1.300 Km. and Norway
about 2.240 Km. for farming salmon.
Authorities in all salmonid producing re-
gions have license granting regimes to ope-
rate piscicultures or weight gaining cen-
ters. This restricts the maximum capacity
of production in each country.
Moreover, the catch of wild salmon has
remained relatively stable in the last de-
cade. Currently it is estimated that the only
source of growth in the supply of salmon
Table n°1
Nutritional Comparison based on 100 Gr.
Kg
pro
tein
in
eat
able
par
ts /
kg
food
pro
tein
AtlanticSalmon
Pork Poultry Lamb
NorwayChileUnited KingdomCanada
NorwayChileFinlandDenmark
Faroe IslandIrelandOthers
Faroe Islands
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Gráfico n°8a2012 Chilean Salar Export Destination (M Tons WFE)
Gráfico n°8b2012 Chilean Trout Export Destination (M Tons WFE)
Gráfico n°8e2012 Chilean Trout Export Destination(M Tons WFE)
Gráfico n°8f2011 Chilean Coho Export Destination (M Tons WFE)
Gráfico n°8c2012 Chilean Coho Export Destination (M Tons WFE)
Gráfico n°8d2011 Chilean Salar Export Destination (M Tons WFE)
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Source: Kontali Analyse
Noruega Chile Otros0
200
400
600
800
1000
Producción 2012 Potencial
Chart n°6
Trout harvest per country (M Tons WFE)
1200
1400
Source: Kontali Analyse, Infotrade
Chart n°8
Chilean Salmonids Export Destiny
Source: Kontali Analyse Source: Kontali Analyse Source: Kontali Analyse
Source: Kontali Analyse Source: Kontali AnalyseSource: Kontali Analyse
Source: Kontali Analyse
Chart n°5World wild salmon and farmed salmon harvest (M Tons WFE)
Chart n°7
Chilean Salmonids Production(M Tons WFE)
would be possible through aquaculture.
During 2012 approximately 66% of the
global salmon production corresponded to
the cultivated species (Chart N°5).
Within the abovementioned salmon pro-
ducing countries, the only one with poten-
tial capacity to increase its production in
the short term is Chile (Chart N°6).
During the last 20 years, the accumulated
growth of Chile in the production of the
three species has been close to 10%, and it
is expected that this rate will be maintained
in the years to come (Chart N°7).
In Chile, the main export destinations of
Salar are: USA, Brazil and Japan; however,
during 2012 salmon shipments to Russia
have increased and part of the European
market has been recovered.
The main export destination of Trout and
Toho continues to be Japan; Russia has
however increased its demand of Trout
and it is expected to increase shipments
in order recover the market share lost
during the ISA crisis (Chart N°8).
Th
ousa
nd
e of
ton
. W
FE
Farmed SalmonWild Salmon
Coho Trout Salar
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Source: ABG Sundal Collier
Chart n°9Number of Salmonid Operating Companies per country
2010 2011 2012 2012/2011
European Union 737 782 916 17%
USA 257 288 343 37%
Japan 34 46 63 19%
Others 421 504 648 29%
Total 1.449 1.620 1.970 22%
Table n°2
World Atlantic salmon demand in the main markets (M tons WFE)
Source: Kontali Analyse
DemandThe main destinations for world exports
of salmon and trout are the markets in
the USA, Asia, the European Union, and
Russia and, since 2010, Latin America.
Of these markets, the Norwegian indus-
try mainly supplies the European Union,
Russia and Asia, while Chilean production
serves mostly markets in the USA, Asia and
Latin America (Table N°2).
For Chile, the USA continues to be one of
the main export markets of Atlantic sal-
mon, while Japan is the largest client of
Trout and Coho.
In 2012, Brazil was one of the main des-
tinations of Chilean production, after the
USA, and demand is expected to continue
to grow in that country in the future.
The CompetitionSalmon is a commodity and competition
is global, therefore it must be analyzed as
such. Historically the market has seen a
decline in the number of participants. In
Norway, the number of companies that
represent 80% of farmed salmon produc-
tion decreased from 70 to 22 between
1997 and 2012. In Chile, this trend was
only interrupted in 2009 due to the entry
of new players. However, in light of the
new regulations and production systems,
it is expected that the industry will tend to
consolidate in coming years. The number
of companies decreased from 35 in 1997
to 16 in 2012 (Chart N°9).
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A N N U A L R E P O R T 2 0 1 2
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A U S T R A L I S S E A F O O D S
Th
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Source: FISSource: Fishpool
Source: Urner Barry
Chart n°10
TRIM D 3-4 lb FOB MIAMI [US$/lb]
Chart n°12
FS 3-6 Kg FCA OSLO [NOK/kg]
Chart n°11
Trucha H&G Premium 4/6 lb [Yen/Kg]
Chart n°13
Coho H&G Premium 4/6 lb [Yen/Kg]
mAX/mIn 2006-2012 AVG 2006-2012 2011 2012 mAX/mIn 2006-2012 AVG 2006-2012 2011 2012
mAX/mIn 2006-2012 AVG 2006-2012 2011 2012 mAX/mIn 2006-2012 mAX 2006-2012 2011 2012
PricesIn terms of price performance, 2012 was
one of the worst for the industry in the
last 6 years. This was mainly due to the
oversupply of the three species. 96% of
the increase in production was caused by
Norway and Chile, where Norway contri-
buted 47% and Chile 49%.
Prices for the main product that is expor-
ted from Chile to the USA (that is, Trim D
3-4 lb steak) reached historical minimums
in 2012, with the biggest drop recorded in
October 2012.
The Norwegian market, in turn, expe-
rienced a less dramatic situation as prices
remained below the average for the past
six years but without reaching historical
minimums. (Charts No. 10, 11, 12, 13).
For Trout and Coho the situation was si-
milar, as inventories of both products were
increased mainly in Japan, which is their
primary target market
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A U S T R A L I S S E A F O O D S
As an integrated company, we combine research, technology and the privileged oceanographic conditions of the Chilean Patagonia to supply the world with a product of excellence.
EXcELLENcE
We are present throughout the production chain, from the genetic development of the species, breeding, nursery and smoltification in freshwater, to seawater weight gaining, harvesting and processing, including marketing and export activities
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A U S T R A L I S S E A F O O D S
Our Business
Th
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Australis Seafoods, one of the top 10
companies in the Chilean salmon indus-
try, went public in the Santiago Stock
Exchange in June 2011 and is managed
by a team of professionals with vast ex-
perience.
The Company integrates the complete
chain of production of salmon and trout
and has freshwater fish farms in 5 regions
of the country, facilities where it applies
strict and experienced genetic programs
for the production of high quality eggs,
fry and smolts. The smolts are transferred
to their weight gaining centers located in
the Chilean Patagonia, a place with uni-
que climatic and oceanographic condi-
tions for the production of Salmon, Trout
and Coho.
Australis processes finished product sub-
ject to the highest quality world standards
and markets them in the major internatio-
nal destinations, notably the US market,
which is covered through the Company´s
American marketing subsidiary, True Sal-
mon Pacific Holding Inc.
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A U S T R A L I S S E A F O O D S
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Tons per specie (WFE) 2011 2012 Variation % 2011/2012
Table n°3
Atlantic Salmon 21,394 19,387 -9%
Coho Salmon 4,607 5,318 15%
Trout 4,081 10,496 157%
Total 30,082 35,201 17%
FreshwaterThe freshwater phase begins with the
production of eggs, obtained from sal-
mon broodstock (male and female) who
have spent their entire life in controlled
environments in freshwater piscicultures.
It continues with the incubation of the
eggs and subsequent breeding and weight
gaining of fry until they acquire the con-
dition of smolts, at which point they are
transferred to seawater.
The genetic program is based on perma-
nent and continuous improvement of
each generation of broodstock, enhancing
key attributes such as growth, meat color,
disease resistance, among others, so that
each new generation has a better perfor-
mance. Consequently, this genetic impro-
vement program responds to the need to
produce fish with high productive perfor-
mance, both for the freshwater and the
seawater weight gaining phases.
Although in Chile the eggs are usually
produced between the months of June
and October, thus replicating the natural
cycle of salmon, the facilities and techni-
ques developed by our Chilean experts
from Australis Seafoods also allow repro-
duction between the months of January
and March. This allows the replacement
of imported eggs and the supply of high-
quality eggs almost year-round, not only
to sustain the production plans of Austra-
lis Mar but also to supply third parties.
Freshwater breeding and weight gaining
consider the processes of incubation, fres-
hwater rearing and smoltification, that
is, the incubation of eggs until they grow
into fry (approx. 15 Gr.), and then bree-
ding and weight gaining until these are
smolts (approx. 100 Gr.).
The freshwater processes are carried out
in Landcatch S.A. piscicultures located in
Chile´s Metropolitan, Bío Bío, Araucanía,
Los Ríos and Los Lagos Regions. Australis
Seafoods Group does not have any lake
concessions or estuary for the smoltifica-
tion process, which takes place in inland
controlled piscicultures. All piscicultures
have sanitary security standards to deli-
ver high quality fish for their weight gai-
ning process.
Sea WaterThe seawater phase is the last farming
process where fish are bred and gain
weight until they reach their required
weight for their processing and subse-
quent marketing.
Depending on the species, seawater bree-
ding and weight gaining goes from the re-
ception of the smolts in the different cen-
ters until the harvesting of the fish when
these weigh between 3 Kg. and 5 Kg. This
process takes place at Australis facilities
or centers located in the Region of Aysén.
The production of Atlantic salmon, Coho
and Trout is detailed bellow
At the seawater centers the fish are moni-
tored permanently during the weight gai-
ning process which lasts about 10 to 18
months, depending on the species.
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A N N U A L R E P O R T 2 0 1 2
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A U S T R A L I S S E A F O O D S
29 %21 %
10 %
12 %28 %
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Tons per specie (WFE) 2011 2012 Variation % 2011/2012
Atlantic Salmon 20,569 18,063 -12%
Coho Salmon 4,203 5,438 29%
Trout 3,684 8,854 140%
Total 28,456 32,355 14%
Tabla n°4
Chart n° 14Australis Seafoods 2012 Export Destina-tions (USd FOB)The monitoring considers variables that
affect the development and weight gai-
ning of the fish, such as sanitary and
growth status, among others.
Once the fish have reached their harves-
ting weight or market size, they are trans-
ported to the processing plants located
in the areas of Chonchi and Quellón, in
Chiloe and in Puerto Montt, respectively.
These provide Australis the service of co-
llection, slaughtering and processing of
the live fish.
Australis uses well-boats to transport the
live fish from the breeding centers to the
processing plants.
The well-boat sucks the live salmon from
the cages in the breeding sites and places
them in vats of water within the boat. In
these vessels the fish are in optimal densi-
ty and oxygen levels, which ensure trans-
portation in excellent freshness and qua-
lity conditions, and results in obtaining a
final product of excellence.
The ProcessThe process follows strict standards of
food safety and animal welfare. The pro-
cessing plants receive the raw material
(whole salmon or trout) and by using
high end technology and qualified labor,
transform it into value-added products,
according to the requirements of custo-
mers in the target markets.
The products are inspected and undergo
rigorous quality controls and microbiolo-
gical laboratory analysis during all stages
of the production process.
Once the process in the plant is conclu-
ded, the products, both fresh and frozen,
are stored in cold-storage plants. From
there, the fresh products are shipped
daily -in refrigerated trucks- to the San-
tiago International Airport their shipment
to their final destination. Meanwhile, fro-
zen products are kept in the cold-storage
plants until they are loaded onto contai-
ners at -18°C - to be transported by sea to
various ports of destination.
Marketing and ExportA variety of products is marketed accor-
ding to the requirements of customers in
different markets. For this purpose, the
marketing strategy considers:
Pre-sold production and medium &
long term sales agreements.
For Atlantic salmon and Trout, prices for
part of the production (fresh deliveries to
the USA) are set one week in advance.
For other markets, such as Latin America
and Japan, prices are fixed on a monthly
basis. For frozen products, conditions are
settled on a case by case basis as long-term
programs (3, 6 or more months). This po-
licy allows the Company to optimize prices
and reduce price fluctuations in the spot
market. For Coho, prices are agreed in ad-
vance for the whole growing season.
During 2012 Atlantic salmon exports had
the following final destinations:
Market DiversificationIn the search for alternative markets to
mitigate the potential negative impact of
international crises and/or market down-
turns, Australis Seafoods is open to the
challenge of diversifying its export mar-
kets.
Using the extensive network of trade
agreements signed by our country, Aus-
tralis Seafoods has implemented a dy-
namic and cutting edge export model,
thereby enhancing the competitive ad-
vantages of its products, developing new
niches and destinations and diversifying
its customer base. This has enabled the
Company not only to expand its export
market coverage, but also its presence in
international markets.
Developing clientsOne of the pillars of Australis Seafoods’
business strategy is its customer orien-
tation and focus. Attraction, growth and
client loyalty are the cornerstones favored
to conduct reliable, sustainable and long
term business relationships with all its
clients.
An example of this is True Salmon Pa-
cific Holding (TSPH), one of the largest
marketers of fish and seafood in USA by
sales volume, which is now 50% owned
by Australis Seafoods. Through this sub-
sidiary, Australis Seafoods can directly,
accurately and timely meet all its clients’
requirements in the American market.
insurance PolicyAustralis Seafoods Group’s policy is to
review its risk coverage and assets on a
constant and ongoing basis. As a result,
all its infrastructure and key assets, such
as piscicultures and seawater centers, are
adequately insured.
The table below shows the sales volume
in tons of Australis for different species
(Table N°4):
JapanUnited StatesBrazilChilesOthers
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A U S T R A L I S S E A F O O D S
Risk Factors
FA
CT
OR
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d
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GO
The salmon industry inherently involves a
number of risk factors that affect the de-
velopment of the business. Some of these
factors are the following:
• Market risk: Salmon products fall into
the commodities category and are there-
fore subject to price fluctuations in the
international markets. Sale prices are thus
subject to seasonal fluctuations that can
lead to prices moving up or down.
• Operating risks: Given the biological
characteristic of these assets, salmon pro-
duction is potentially affected by a num-
ber of risks of this nature, including the
following:
• Diseases: Although disease is cu-
rrently controlled through vaccines,
antibiotics, good management practi-
ces and through the production of high
quality smolts, it is not possible to rule
out the development of new diseases or
pests that may affect production.
•NonCompliance : Non compliance
with applicable legislation, failure to
comply with rest periods and adjacent
farming production regulations in par-
ticular, could result in sanctions by the
relevant authorities and even result in
the revocation of aquaculture conces-
sions.
• Predators: The presence of natural
predators of salmon, such as sea lions,
may involve a loss of biomass and even
the destruction of net cages. Still, the
industry has implemented a series of
preventive measures to help mitigate
the adverse effects caused by this kind
of predators.
• Risk of nature: Salmon growth de-
pends, among other things, on climatic
and oceanographic conditions, such as
changes in luminosity of the environ-
ment or water temperature, which can
have a negative impact on fish growth
and food consumption.
• Exchange rate risk: Sales of Australis
Seafoods Group are in US dollars and,
therefore, there is an implicit risk involved
in this currency’s appreciation vis a vis the
Chilean peso. Both appreciations and the
depreciations of the local currency directly
affect the results of Australis Seafoods
Group because parts of its expenditures
are denominated in local currency.
• Interest Rate Risk: Over 75% of the debt
of the Company is subject to the LIBOR
rate plus a fixed spread and changes in
this rate will therefore directly affect the
Company´s results. To this date the Com-
pany has chosen not to implement mecha-
nisms to hedge the LIBOR rate risk.
• Cost of food: Food is the most significant
direct cost in the production of salmon
and trout in both the freshwater and the
weight gaining businesses. Changes in the
cost of food are caused by developments
beyond the control of the ASF Group, such
as the price or cost of fish meal which, in
turn, depends on the costs of the extractive
fishing industry.
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A U S T R A L I S S E A F O O D S
Comercializadora Australis SpA
Corporate Name Comercializadora Australis SpA
Type of legal entity Joint stock corporation
Subscribed and paid-in capital ThChP$ 1
Corporate purpose Import, export, distribution, representation and marke-ting of all kinds of merchandise, assets and products of any type and, particularly, all kinds of hydro-biological resources and salmonid species; investment in all kinds of property, personal or real estate, tangible or intangi-ble, such as shares, rights, bonds, debentures, negotiable instruments, shares or rights in any kind of companies.
Board of Directors Federico Rodríguez Marty
Rodrigo Arriagada Astrosa
Luis Felipe Correa González
General Manager/CEO Rodrigo Arriagada Astrosa
% of holding company total share participation 100%
% of parent company assets represented by subsidiary 3%Landcatch Chile S.A.
Corporate Name Landcatch Chile S.A.
Type of legal entity Stock Corporation
Subscribed and paid-in capital ThUS$ 10,138
Corporate purpose Production, distribution and marketing of salmon and other varieties of fish in their different stages of their productive cycle, genetically enhanced, for freshwater al seawater
Board of Directors Federico Rodríguez Marty
Rodrigo Arriagada Astrosa
Luis Felipe Correa González
General Manager/CEO Rodrigo Arriagada Astrosa
% of holding company total share participation 100%
% of parent company assets represented by subsidiary 18%
Subsidiaries and Related company information and investments in other companies
Australis Mar S.A. Corporate Name Australis Mar S.A.
Type of legal entity Stock corporation
Subscribed and paid-in capital ThUS$ 5,066
Corporate purpose Breeding and the marketing of hydro-biological species, in particular salmonids
Board of Directors Federico Rodríguez Marty
Rodrigo Arriagada Astrosa
Luis Felipe Correa González
General Manager/CEO Rodrigo Arriagada Astrosa
% of holding company total share participation 100%
% of parent company assets represented by subsidiary 82%
Piscicultura Río Maullín SpA Corporate Name Piscicultura Río Maullín SpA
Type of legal entity Joint stock corporation
Subscribed and paid-in capital ThChP$ 1
Corporate purpose Purchase, sale, breeding, farming, import, export and dis-
tribution of all kinds of hydro-biological resources and, in
particular, of salmonid species
Board of Directors Federico Rodríguez Marty
Rodrigo Arriagada Astrosa
Luis Felipe Correa González
General Manager/CEO Rodrigo Arriagada Astrosa
% of holding company total share participation 100%
% of parent company assets represented by subsidiary 0%
During 2012, Australis Seafoods did not have business com-
mercial relationships with its subsidiaries and affiliates (other
than property relations). Likewise, no contracts were execu-
ted between Australis Seafoods and its subsidiaries and affilia-
tes that significantly influence Australis Seafoods’ operations
and results.
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As of December 31, 2012, the principal of ASF Group subsidiaries were the following:
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A U S T R A L I S S E A F O O D S
Distributable ProfitDuring the period disclosed by this annual report, the Company
had losses equivalent to ThUS$66,096 which, after applying the
distributable income criteria, amount to ThUS$56,118. Thus, there
are no dividends to be distributed since there is no positive net
income.
Dividend Policy The Company will annually distribute a cash dividend to its
shareholders of, at least, 30% of the net income of each year,
provided that the balance between the accumulated loss and net
income is positive. This is notwithstanding the event in which the
dividend is reinvested in the Company by its shareholders. Indeed,
in this case, the amount of the dividends can be up to the total net
income of the year.
Share Transactions During 2012 there were no relevant share transactions.
information on Essential or Material EventsDuring 2012, the Company reported the following essential or ma-
terial events:
• On March 23, 2012, subsidiary Australis Mar S.A., incorpora-
ted the following subsidiaries: (i) Acuícola Cordillera Limitada, (ii)
Salmones Alpen Limitada, (iii) Salmones Wellington Limitada and
(iv) Salmones Islas del Sur Limitada, all of which are engaged in
aquaculture. The incorporation of these subsidiaries is a result of
the growth process of the operations of the Company.
• At the meeting held on March 27, 2012, the minutes of which
were signed on April 9, 2012, the Board of Directors of Australis
Seafoods S.A. agreed to summon an Ordinary and an Extraordinary
Shareholders’ Meetings, to be held on April 27, 2012.
• • At the Ordinary Shareholders Meeting held on April 27,
2012, Australis Seafoods S.A. adopted the following resolutions:
(i) Approval of the Annual Report, Balance Sheet, Financial State-
ments and the Report of the External Audit Firm for the year ended
December 31, 2011; (ii) Agreement to pay a definitive dividend of
$8,243,085 US Dollars from distributable net income obtained the
year ended December 31, 2011, equivalent to $0.005888 US Do-
llars per share, which corresponds to the minimum mandatory di-
vidend (30%); (iii) Agreement to establish that the dividend policy
of the Company shall be to pay 30% of the net distributable income
through a definitive dividend payable within 30 days following the
Meeting that approves it. This policy does not initially consider
payment of potential or provisory dividends, notwithstanding that
it may be advisable in certain circumstances; (iv) Approval of the
appointment of the following directors of Australis Seafoods S.A.
for a period of 3 years: Isidoro Moreno Quiroga, Rodrigo Arriagada
Astrosa, Federico Rodríguez Marty, Martín Guiloff Salvador, Luis
Felipe González Correa, Jorge Rodríguez Grossi and Rafael Fernán-
dez Morandé, the latter appointed as an Independent Director; (v)
Approval of the remuneration to be paid to the directors until the
next Annual Ordinary Shareholders Meeting; (vi) Approval of the
appointment of PricewaterhouseCoopers as the external audit firm
for 2012; and (vii) Approval of a fixed remuneration and the ex-
penditure budget for the Board of Directors for 2012.
• At the Australis Seafoods S.A. Extraordinary Shareholders Mee-
ting held on April 27, 2012, an agreement was reached to correct
the exchange rate of the currency in which the capital of the Com-
pany was established – as approved at the Extraordinary Sharehol-
ders held on October 20, 2011- in accordance with the observa-
tions made by the Superintendency of Securities and Insurance by
Oficio (Official Letter) N°33095 dated December 20, 2011. To that
purpose, Articles Fifth and Article First Provisional of the By-laws
of the Company were amended.
Considering the sustained fall in international prices of salmon cau-
sed to a large extent by the strong increase in Chilean production
and the pressure it has placed on the markets, in a Meeting who-
se minutes were signed on May 28, 2012, the Board of Directors
agreed to reduce the original 2012 farming plan of smolts from
17.5 million units to 12.4 million units. The breakdown by species
of the adjustment of the farming plan is as follows (values in units):
SPECIE INITIAL PLAN ADJUSTMENT CURRENT PLAN
ATLANTICO 12,000,000 4,000,000 8,000,000
TRUCHA 2,200,000 0 2,200,000
COHO 3,300,000 1,100,000 2,200,000
TOTAL 17,500,000 5,100,000 12,400,000
This adjustment in the farming plan will imply that the projected
harvest by species shall be as follows (values in thousands of tons):
SPECIES 2011 (real)
2012 (estimate)
2013 (estimate)
ATLANTICO 21.4 21.6 34
TRUCHA 4.1 11.5 5.9
COHO 4.6 7.6 5.1
TOTAL 30.1 40.7 45.0
As a result of the abovementioned adjustment plan, investments in
fixed assets will be reduced by approximately $9.5 million US Do-
llars, which corresponds to lower investments in seawater weight
gaining centers. This reduction does not involve any changes to the
financing plan of the Company.
• At a Meeting held on November 6, 2012, the Board of Directors
of Australis Seafoods S.A. agreed to summon the Shareholders to
an Extraordinary Meeting to be held on December 4, 2012, in or-
der to submit to their consideration the following matters: (i) The
approval of a capital increase by the Company of $60 million US
Dollars, through the issuance of new registered shares, without par
value, of a single series and of equal value, and the amendment of
Article Five and Article First Provisional of the Company Bylaws;
(ii) The approval of the modification of the monthly remunera-
tion of the Board and of the Audit Committee which would be
$2,000,000.- for members of the Board, and $600,000.- monthly
for members of the Committee, regardless of the number of ses-
sions they attend; and (iii) Adopt other necessary agreements to
carry out the above mentioned matters.
• On December 4, 2012, an Extraordinary Shareholders Meeting
of the Company was held, attended by shareholders representing
96.97% of the total shares with voting rights, and who agreed the
following: (i) approve a capital increase of US$60 million to be
carried out through the issuance of 500,000,000 new registered
shares, without par value, of a single series and of equal value.
The funds obtained from this capital increase will be used by the
Company to continue with the medium-term development plan
of the Company, investing part of the funds in assets that allow
the sustainable development of the Company in the coming years
and the maintenance of existing assets necessary for the operation.
Also, the funds will be used in activities inherent to the operation,
both in the breeding and weight gaining stages, and in the proces-
sing and commercialization in the markets it supplies. Finally, part
of the funds will be used to pay off financial obligations; and (ii)
modify the remuneration of Directors and of the Audit Committee,
maintaining the amounts currently paid but establishing that such
figures are monthly, regardless of the number of sessions that each
Director attends, either the Board or the Committee, as long as
they at least attend one session of the respective entity during the
corresponding calendar month. Also, it was informed that the con-
trolling shareholder of the Company, Mr. Isidoro Quiroga Moreno,
sent a letter to the Board by which he communicated his intention
to exercise, directly or indirectly, his right of first refusal to subs-
cribe all the shares to which he is entitled once the respective first
refusal period begins.
• On January 2, 2013, Mr. Andrés Saint Jean Hernández resig-
ned to his position as CEO of Australis Seafoods S.A. and was
substituted by Mr. Rodrigo Arriagada Astrosa, who until then had
been the Chairman of the Board of Directors of the Company. In
turn, Mr. Rodrigo Arriagada resigned his position as Director of
the Company and accepted his appointment as CEO. Additionally,
the Board of Directors appointed Mr. Federico Rodríguez Marty as
Chairman of the Board, Mr. Martín Salvador Guiloff as Vice Presi-
dent, and Mr. Luis Felipe Correa González as Secretary.
Summary of Shareholders’ comments and Statements During 2012 the Company did not receive comments or proposals
from shareholders holding or representing 10% or more of the is-
sued shares.
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A U S T R A L I S S E A F O O D S
Responsibility statement
The undersigned declare that all information contained in this 2012 Annual Report is true and in accordance with reality
Federico Rodríguez Marty
Chairman of the board of Directors
9.357.625-K
Isidoro Quiroga Moreno
Director
6.397.675-K
Jorge Rodríguez Grossi
Director
5.141.013-0
Luis Felipe Correa González
Director
11.947.424-8
Rafael Fernández Morandé
Director
6.429.250-1
Martín Guiloff Salvador
Director
12.661.579-5
Rodrigo Arriagada Astrosa
General manager/Ceo
8.547.812-5
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A U S T R A L I S S E A F O O D S
Consolidated Financial Statements
AUsTRAlIs seAfooDs s.A. AnD sUbsIDIARIesDecember 31, 2012
contentsIndependent Auditors’ Report
Classified consolidated financial statement
Consolidated income statement by function
Consolidated statement of comprehensive income
Consolidated statement of changes in net equity
Consolidated statement of cash flows - indirect method
notes to the consolidated financial statements
Us$ - United states Dollar
ThUs$ - Thousands of United states Dollars
47
48
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52
53
54
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A U S T R A L I S S E A F O O D S
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OL
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INDEPENDENT AUDITOR’S REPORT Santiago, March 4, 2013
Messrs. Shareholders and DirectorsAustralis Seafoods S.A.
We have audited the attached consolidated Financial Statements of Australis Seafoods S.A. and subsidiaries, which comprise their consolidated statements of the financial situation as of December 31, 2012 and 2011, and the corresponding consolidated statements of income, comprehensive income, changes in equity and cash flows for the years concluded on such dates, and the corresponding notes to the consolidated financial statements.
Administration’s Responsibility for the Consolidated Financial Statements
The Administration is responsible for the preparation and fair presentation of these consolidated financial statements in accor-dance with the International Financial Reporting Standards (IFRS). This responsibility includes the design, implementation and maintenance of a relevant internal control for the preparation and fair presentation of the financial statements that are free from material misrepresentations, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conduct our audits in accordance with auditing standards generally accepted in Chile. Such standards require that we plan and perform our audit work in order to obtain reasonable degree of assurance that the consolidated financial statements are exempt from material misrepresentations.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misrepresentations of the consolidated financial statements whether due to fraud or error. When making these risk assessments, the auditor considers the relevant internal control for the preparation and reasonable presentation of the con-solidated financial statements of the entity in order to design audit procedures that are appropriate to the circumstances, but without the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we do not express such king of opinion. An audit also includes evaluating how appropriate are the accounting policies used and reaso-nableness of the significant accounting estimates made by the Administration, as well as evaluating the overall presentation of the consolidated financial statements.
We consider that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the abovementioned consolidated financial statements reasonable present, in all material respects, the financial situation of Australis Seafoods S.A. and subsidiaries as of December 31, 2012 and 2011, the results of its operations and the cash flows of the years con
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Classified Consolidated financial statementThe Notes attached to numbers 1 to 34 are part of these consolidated financial statements
ASSETS Note As of Dec, 31, 2012 ThUS$
As of Dec, 31, 2011 ThUS$
Current Assets
Cash and cash equivalents 6 15,527 51,480
Other non-financial assets, current 551 426
Trade and other accounts receivable, current 8 14,410 16,864
Accounts receivable from related entities, current 9 3,826 5,751
Inventories 10 14,849 11,506
Biological Assets, current 11 66,217 78,797
Tax assets 12 13,493 7,945
TotalCurrentAssets 128,873 172,769
Non-current Assets
Other non-financial assets, non-current 13 8,013 7,535
Investments accounted for using equity method 14 8,120 7,612
Intangible assets other than goodwill 15 17,505 14,456
Property, plant and equipment 16 75,340 60,373
Biological Assets, non-current 11 24,577 28,860
Deferred tax assets 17 3,952 2,476
Total Non-Current Assets 137,507 121,312
TotalAssets 266,380 294,081
EQUITY AND LIABILITIES As of Dec, 31, 2012 ThUS$
As of Dec, 31, 2011 ThUS$
Liabilities
CurrentLiabilities
Other financial liabilities, current 18 29,075 16,445
Trade and other accounts payable, current 19 64,481 51,330
Accounts payable to related entities, current 9 363 3,893
Provision Employee Benefits, current 20 656 2,604
Totalcurrentliabilities 94,575 74,272
Non-currentliabilities
Other financial liabilities, non-current 18 91,677 65,725
Deferred tax liabilities 17 - 7,353
Provision Employee benefits, non-current 20 - 1,507
Other accounts payable, non-current 19 1,000 -
Total non-current liabilities 92,677 74,585
Equity
Equityattributabletoownersofthecontroller 79,128 145,224
Non-controlling interests - -
Totalequity 79,128 145,224
Totalequityandliabilities 266,380 294,081
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AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Consolidated statement of Comprehensive Income
The Notes attached to numbers 1 to 34 are part of these consolidated financial statements
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Consolidated Income statement, by function
The Notes attached to numbers 1 to 34 are part of these consolidated financial statements
For the year ended
NoteDec, 31, 2012
ThUS$Dec. 31, 2011
ThUS$IncomeStatementProfit(loss)Revenue on ordinary activities 24 121,749 163,664Cost of Sales (156,908) (113,315)GrossProfitpreFairValue (35,159) 50,349
(Debit) Credit to Fair Value Earnings of Biological Assets harvested and sold 11 (6,767) (23,479)(Debit) Credit to Fair Value Earnings for growth of Biological Assets 10-11 (19,643) 23,420 GrossProfit (61,569) 50,290
Other income, by function 25 2,094 450 Distribution costs 26 (4,889) (2,025)Administrative expenses 27 (7,745) (8,317)Other expenses, by function 25 (11,916) (1,700)Financial Income 1,430 1,921 Financial Costs 28 (3,428) (1,901)Share of profit (loss) of associates and joint ventures accounted for using equity method
14 508 87
Foreign exchange differences 29 4,313 (4,680)
Profit(loss),beforetaxes (81,202) 34,125Tax expense (income) 17 15,106 (6,696)
Profit (Loss) from continuing operations (66,096) 27,429 Profit (Loss) from discontinued operations
Profit(Loss) (66,096) 27,429
Profit(Loss)attributabletoProfit (Loss) attributable to owners of the parent (66,096) 27,429 Profit (Loss) attributable to owners of the controller
Profit(Loss) (66,096) 27,429
Earningspershare
EarningsperbasicanddilutedshareProfit (loss) per basic and diluted shares in continuing operations (0,047) 0,020Profit (loss) per basic and diluted shares in discontinued operations
Profit(loss)perbasicshare (0,047) 0,020
For the year endedDec. 31, 2012
ThUS$ Dec. 31, 2012
ThUS$
ComprehensiveIncome
Profit (Loss) (66,096) 27,429
Componentsofothercomprehensiveincome,beforetaxes
Currency translation differences
Profits (losses) on currency translation, before tax - -
OthercomprehensiveIncome,beforetaxes,currencytranslationdifferences - -
Othercomponentsofothercomprehensiveincome,beforetaxes - -
Other comprehensive income - -
Totalcomprehensiveincome (66,096) 27,429
Totalcomprehensiveincomeattributableto
Comprehensive income attributable to owners of the controller (66,096) 27,429
Comprehensive income attributable to non-controlling interests - -
Totalcomprehensiveincome (66,096) 27,429
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ThUS$01-01-1231-12-12
ThUS$01-01-1131-12-11
Cash Flows Statement
Cash Flows from (used in) operating activities
Profit (loss) (66,096) 27,429
Adjustments to reconcile Profit (loss)
Adjustments for income tax expense (15,106) 6,696
Adjustments for decrease (increase) in inventories (13,638) (42,300)
Adjustments for decrease (increase) in trade accounts receivable (2,354) (6,602)
Adjustments for decrease (increase) in other operating accounts receivable (2,822) (803)
Adjustments for increase (decrease) in trade accounts payable 21,394 6,837
Adjustments for increase (decrease) in other operating accounts payables (1,918) -
Adjustments for depreciation and amortization expense 3,785 2,771
Adjustments for provisions 924 2,767
Adjustments for unrealized foreign exchange losses (gains) (4,313) 4,680
Adjustments for fair value losses (gains) 26,410 59
Other adjustments for non-cash items 9,095 -
Adjustments for undistributed profits of associates (508) (87)
Totaladjustmentstoreconcileprofit(loss) 20,949 (25,982)
Dividends paid (8,243) (9,248)
Income taxes paid (refunded) 3,039
NetCashFlowsfrom(usedin)operatingactivities (50,351) (7,801)
Cash Flows from (used in) investing activities
Other cash payments to acquire interests in joint ventures (3,525) (4,000)
Proceeds from charges to related entities - 9,248
Proceeds from carrying amounts from sales of property, plant and equipment - 8,782
Purchase of property, plant and equipment (24,677) (32,877)
Purchase of intangible assets (1,187) (2,666)
Purchase of other assets (long-term) - -
Interest received 1,430 -
NetCashFlowsfrom(usedin)investingactivities (27,959) (21,513)
Cash Flows from (used in) financing activities
Proceeds from issuing shares - 69,477
Proceeds from long-term borrowings 21,100 5,292
Proceeds from short-term borrowings 19,800 9,248
Proceeds from loans to related entities - -
Payment of borrowings (5,335) (12,600)
Payment of liabilities of financial leases (1,518) (230)
Interest paid (1.870) (1,533)
Other cash inflows (outflows) from (used in) financing activities 10,180 (628)
Netcashflowsfrom(usedin)financingactivities 42,357 69,026
Netincrease(decrease)incashandcashequivalentsbeforeeffectofexchangesratechange (35,953) 39,712
Effects of variation in the exchange rate on cash and cash equivalents
Netincrease(decrease)incashandcashequivalents (35,953) 39,712
Cash and cash equivalents at the beginning of the year 51,480 11,768
Cashandcashequivalentsattheendoftheyear 15,527 51,480
Issued CapitalShare
Issuance premiums
Other Reserves
Retained Earnings (losses)
Equity attributable to owners of the
controllerNon-contro-
lling interests Total Equity
ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Equity as of 01/01/2012 123,081 - (2,020) 24,163 145,224 - 145,224
Increase (decrease) through changes in accounting policies - - - - - -
Increase (decrease) through error correction - - - - - -
RestatedEquityasof01/01/2012 123,081 - (2,020) 24,163 145,224 - 145,224
Changes in Equity
Comprehensive Income
Profit (losses) - - (66,096) (66,096) - (66,096)
ComprehensiveIncome - - (66,096) (66,096) - (66,096)
TotalChangesinEquity - - - (66,096) (66,096) - (66,096)
Equityasof12/31/2012 123,081 - (2,020) (41,933) 79,128 - 79,128
Issued CapitalShare
Issuance premiums
Other Reserves
Retained Earnings (losses)
Equity attributable to owners of the
controllerNon-contro-
lling interests Total Equity
ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Equity as of 01/01/2011 46,652 - (2,020) 11,929 56,561 56,561
Increase (decrease) through changes in accounting policies - - - - - - -
Increase (decrease) through error correction - - - - - - -
RestatedEquityasof01/01/2011 46,652 - (2,020) 11,929 56,561 - 56,561
Changes in Equity
Comprehensive Income
Profit (losses) - - - 27,429 27,429 - 27,429
ComprehensiveIncome - - - 27,429 27,429 - 27,429
Equity issuance 7,790 61,687 - - 69,477 - 69,477
Dividends - - - (8,243) (8,243) (8,243)
Increase (decrease) through other contributions by owners 6,952 - - (6,952) - - -
Capitalization Premiums 61,687 (61,687) - - - - -
TotalChangesinEquity 76,429 - - 12,234 88,663 - 88,663
ClosingBalanceasof12/31/2011 123,081 - (2,020) 24,163 145,224 - 145,224
The Notes attached to numbers 1 to 34 are part of these consolidated financial statements
The effects derived from the application of Official Memorandum No. 456 of the SVS, are recorded as part of the balance of Other Reserves account.
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Consolidated statement Cash flows-Indirect method
The Notes attached to numbers 1 to 34 are part of these consolidated financial statements
AUSTRALIS SEAFOODS S.A. AND SUBSIDIARIES
Consolidated statement of net Changes in equityDecember 31, 2012 to December 31, 2011
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NOTE 1 - GENERAL INFORMATIONAustralis Seafoods S.A., Chilean Tax No. 76.003.557-2 (hereinafter “Australis Seafoods” or the “Company”) is a corporation created by
public deed dated October 31, 2007, granted before the Notary of Santiago of Mr. Iván Torrealba Acevedo according Notarial Record
No.11.568-07. An abstract of the public deed was registered in the Commercial Record of the Real Estate Conservator of Santiago, on page
48,775 No. 34,583,; and was published in the Official Gazette on November 21, 2007.
The Company is domiciled in Cerro el Plomo 5,680, office 403, Las Condes, notwithstanding the agencies, offices or branches established
both in the country and abroad. Its duration is indefinite.
On May 19, 2011, the Company was registered under number 1074 in the Securities Record kept by the Superintendencia de Valores y
Seguros (Superintendency of Securities and Insurance).
The capital of the Company is one hundred and eighty four million four hundred and seventy seven thousand (ThUS$184.477 (One) divided into
1,910,002,444 shares (one thousand nine hundred and ten million two thousand four hundred forty-four), that consist of the following:
ThUS$ N° of shares
Subscribed and paid-in capital 123,081 1,400,002,444
Subscribed Capital* 1,097 3,000,000
Unsubscribed Capital 60,299 507,000,000
TotalCapital 184,477 1,910,002,444
* Subscription value of 3,000,000 shares that has not been paid. Thus, the amount of ThUS$1,058 is part of the greater value obtained in the placement
of new shares, that was capitalized in the Extraordinary Shareholders Meeting held on October 28, 2011
Australis Seafoods is the holding company of a group of four subsidiaries: Landcatch Chile S.A., Australis Mar S.A., Piscicultura Río Maullín
SpA and Comercializadora Australis SpA. This structure was defined at the end of 2010, in order to focus and promote the different
businesses of the Group, that is, the freshwater business through Landcatch Chile S.A. and the seawater business through Australis Mar S.A.
This, bearing in mind that the previous structure of the group considered two subsidiaries for the freshwater business, one subsidiary for
seawater weight gaining business in addition to other subsidiaries, and which took away efficiency from the development of the business
of the Group.
Subsequently, in July 2011 Comercializadora Australis SpA was incorporated, whose main corporate purpose is the investment in personal
property assets. On December 9, 2011, this company acquired 50% of True Salmon Pacific Holding Co.; company that, in turn, owns 100%
of corporate rights or shares of True Nature Seafoods Inc. and South Pacific Specialities LLC, entities through which the Group develops its
business of marketing fish and seafood products in the USA and Canada.
AsdefinedinitsBy-Laws,thecorporatepurposeoftheCompanyis:a) The import, export, distribution, presentation and marketing of all kinds of merchandise, goods and products of any kind.
b) The purchase, sale, exchange, lease and transfer of all kinds of real and personal property, aquaculture concessions, fishing and
aquaculture authorizations, rights and other similar goods.
c) The provision of all kinds of services, on its own or on third parties’ behalf, and consultancy services in general including, among others,
those related to fishing and aquaculture.
notes to the Consolidated financial statementsas of december 31, 2012
d)The purchase, sale, breeding, cultivation, import, export, marketing and distribution of all kinds of hydro-biological resources, and
particularly salmonid species, and all businesses directly or indirectly related to the term of fishing and aquaculture activities.
e) To invest in all kinds of real or personal property, tangible or intangible, such as shares, bonds and debentures, negotiable instruments,
saving plans, shares or interests in all types of companies, whether commercial or civil, communities or associations and in all kinds of
titles or marketable securities and, in general, to perform all acts and enter into all contracts conducive to such purpose; and
f)To form, constitute, or integrate companies, firms, associations or corporations of any nature for the proper development of corporate
purposes.
These financial statements of Australis Seafoods S.A. and subsidiaries consist of the Classified Consolidated Financial Statement, the
Consolidated Statement of Income by Function, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash
Flows - Indirect Method, the Consolidated Statement of Net Changes in Equity and the Notes to the Consolidated Financial Statements.
The financial statements present an accurate image of the equity and financial situation as of December 31, 2012, and of the results of
operations, changes in equity and cash flows that have occurred in the Company during the year ended December 31, 2012.
The Classified Financial Statement and associated Notes are presented in a comparative manner with the balances of December 31, 2011,
the consolidated statement of comprehensive income by function and the Consolidated Statement of Cash Flows - Indirect Method are
presented by the cumulative years ended December 31, 2012 and 2011, and also the Consolidated Statement of Net Changes in Equity of
the year ended December 31, 2012 and 2011.
The consolidated financial statements of Australis Seafoods S.A. were prepared on a going concern basis.
The consolidated financial statements of Australis Seafoods S.A. and subsidiaries for the year ended December 31, 2012, were approved by
its Board of Directors at the Meeting held on March 4, 2013.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBelow are set forth the main accounting policies adopted for the elaboration of the consolidated financial statements, which will be applied
uniformly to all periods disclosed by these financial statements.
2.1PreparationThese consolidated financial statements of Australis Seafoods S.A. as of December 31, 2012, have been prepared in accordance with the
International Financial Reporting Standards (IFRS). The Company has adopted the International Financial Reporting Standards as of
January 1, 2011; therefore, the date of transition to these standards is January 1, 2010. The financial statements as of December 31, 2012,
have been prepared to comply with the requirements of the Superintendency of Securities and Insurance.
According to the provisions of IFRS 1, the transition date of Australis Seafoods S.A. and subsidiaries is January 1, 2010, and the date of
adoption is January 1, 2011.
The preparation of consolidated financial statements in accordance with IFRS requires the use of certain accounting estimates and criteria.
It also requires the Administration to exercise its judgment in the process of applying the Company’s accounting policies.
Note 4 sets forth the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant
to the consolidated financial statements.
At the date of these financial statements there are no material uncertainties regarding events or conditions that may cast significant doubt
upon the possibility of the entity continuing to operate normally as a going concern company.
In order to facilitate comparison, there have been some minor reclassifications to the consolidated financial statements of previous years.
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2.2.Newissuedstandardsandinterpretations
a) The following standards, interpretations and amendments are mandatory for the first time and applicable to the financial period
beginning January 1, 2012:
Standards And Interpretation Mandatory For Periods Beginning On
Amendment- IAS 12 — “Income Taxes” January 1, 2012
IFRS 1 — “First-time Adoption of International Financial Reporting Standards” July 1, 2011
IFRS 7 — “Financial Instruments: Disclosures” July 1, 2011
The adoption of the abovementioned standards, amendments and interpretations does not have a significant impact on the consolidated
financial statements of the Company.
b) New issued standards, interpretations and amendments not effective for 2012, regarding which there has been no early adoption.
Standards And Interpretation Mandatory For Periods Beginning On
IAS 19 — Employee Benefits January 1, 2013
IAS 27 — Consolidated and Separate Financial Statements January 1, 2013
IFRS 9 — Financial Instruments January 1, 2015
IFRS 10 — Consolidated Financial Statements January 1, 2013
IFRS 11— Joint Arrangements January 1, 2013
IFRS 12— Disclosure of Interests in Other Entities January 1, 2013
IFRS 13 — Fair Value Measurement January 1, 2013
IFRIC 20 — Stripping Costs in the Production Phase of a Surface Mine January 1, 2013
Amendment to IAS 1 — Presentation of Financial Statements July 1, 2012
Amendment to IFRS 7 — Financial Instruments: Disclosures January 1, 2013
Amendment to IAS 32 — Financial Instruments: Presentation January 1, 2014
Amendment to IFRS 1— First-time Adoption of International Financial Reporting Standards January 1, 2013
Improvements to Amendments to IFRS in May 2012 – IRFS 1 – IAS 1- IAS 16 January 1, 2013
Amendment to IAS 27 - IFRS 10 and IFRS 12 January 1, 2014
Amendment to IAS 32 - IAS 34 January 1, 2013
Amendment to IFRS 10 , IFRS 11 and IFRS 12 January 1, 2013
The Administration of the Company considers that the adoption of standards, amendments and interpretations will not have a significant
impact on the consolidated financial statements of the Company in the period their initial application.
2.3Consolidation
a)SubsidiariesSubsidiaries are all entities over which Australis Seafoods S.A. and subsidiaries, have the power to control the financial and operating
policies, which are generally accompanied by a corporate interest of more than half of the voting rights. When assessing whether the group
of companies organized under Australis Seafoods S.A., hereinafter the “Group”, control another entity, the existence and effect of potential
voting rights that can currently be exercised or converted is taken into consideration. Subsidiaries are consolidated as from the date when
control is transferred, and are excluded from consolidation as of the date that control ceases to be held by the Company.
To record the acquisition of subsidiaries the acquisition-cost method is used. The cost of acquisition is the fair value of the assets delivered,
equity instruments issued and liabilities incurred or assumed as of the date of the exchange, plus costs directly attributable to the acquisition.
Identifiable acquired assets and identifiable liabilities and contingencies assumed in a combination of businesses are initially valued at fair
value at the date of acquisition, irrespective of the extent of the non-controlling interests. The excess cost of acquisition above the fair value
of the Company’s interest in the net identifiable acquired assets is recognized as lower value or 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.
Inter-company transactions, balances and unrealized profits of transactions between related entities are eliminated. Unrealized losses are
also eliminated, unless the transaction provides evidence of a loss caused by impairment of the transferred asset. Where it is necessary to
ensure the consistency with the policies adopted by Australis Seafoods S.A. and subsidiaries, accounting policies of the subsidiaries are
amended.
Below is a detail of the companies included in the consolidated financial statements:
Name of the company RUT CountryFunctional Currency
As of Dec. 31, 2012As of December. 31,
2011% Direct % Indirect
%Total %
Australis Mar S.A. 76.003.885-7 Chile USD 99.95 0.05 100.00 100.00
Pisc. Río Maullín Spa 76.082.694-4 Chile USD 100.00 - 100.00 100.00
Landcatch Chile S.A.
(ex Pisc. Río Calle Calle S.p.A.) 76.090.483-K Chile USD 99.9998 0.0002 100.00 100.00
Comercializadora Australis Spa 76.126.907-0 Chile USD 100.00 - 100.00 100.00
Chile Seafoods S.A. 96.943.600-0 Chile USD - 100.00 100.00 100.00
Inversiones Caiquenes Ltda. 76.043.420-5 Chile USD - 100.00 100.00 100.00
Salmones Gama Ltda. 76.065.730-1 Chile USD - 100.00 100.00 100.00
Procesadora de Alimentos
Australis SPA76.126.902-K Chile USD - 100.00 100.00 100.00
Salmones Galway Ltda. 76.266.620-0 Chile USD - 100.00 100.00 100.00
Salmones Mitahues Ltda. 76.266.600-6 Chile USD - 100.00 100.00 100.00
Salmones Islas del Sur Ltda. 76.787.110-4 Chile USD - 100.00 100.00 -
Acuícola Cordillera Ltda. 76.787.060-4 Chile USD - 100.00 100.00 -
Salmones Alpen Ltda. 76.005.426-7 Chile USD - 100.00 100.00 -
Salmones Wellington Ltda. 76.005.430-3 Chile USD - 100.00 100.00 -
Procesadora de Alimentos ASF SPA 76.230.946-7 Chile USD - 100.00 100.00 -
Inversiones Ovas del Pacífico Ltda. 76.088.812-5 Chile USD - 100.00 100.00 100.00
Piscicultura Río Salvaje S.A. 76.847.050-2 Chile USD - 100.00 100.00 100.00
At the end of 2010, Australis Seafoods S.A. (Holding Company) restructured the group of companies in order to simplify its operations,
separating the freshwater and the seawater weight gaining businesses. This restructure considered the sale of corporate interests within
in the Group, leaving a simpler organization that concentrated the freshwater business in Landcatch Chile S.A. (previously denominated
Piscicultura Río Calle Calle SpA) and the seawater weight gaining business in subsidiary Australis Mar S.A.
As a result of the restructuring, among others, the following transactions were performed: On December 16, 2010, Australis S.A. sold one
share of Landcatch Chile S.A. to Piscicultura Río Calle Calle SpA. Also, on December 20, 2010, at a General Extraordinary Shareholders
Meeting it was decided to increase the capital of Piscicultura Río Calle Calle SpA. in ThUS$10,723 -through the issuance of the corresponding
shares. Such capital increase was subscribed and paid in full by Australis Seafoods S.A. and paid with all the shares it held in Landcatch
Chile S.A. (Old) plus a promissory note payable on demand. Due to the latter, Piscicultura Río Calle Calle SpA became the owner of 100%
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of the shares of Landcatch Chile S.A. (Old), so Landcatch Chile S.A. (Old) was dissolved and Piscicultura Río Calle Calle SpA became its
legal successor. Additionally, in the same event, Río Calle Calle Piscicultura SpA, was transformed into a privately owned stock corporation
denominated “Landcatch Chile S.A.”
On December 31, 2010, a Special Shareholders’ Meeting approved the division of Australis Seafoods S.A. into two companies. A new
corporation denominated “Inversiones en Acuicultura S.A.” was created, while the legal continuator kept the corporate name and RUT.
In the same Meeting and valid as of January 1, 2010, it was agreed to pay the new company’s equity and the allocation of the assets and
liabilities of the divided company that would correspond to the new company. The new company’s equity and, therefore, the amount in
which the capital of Australis Seafoods S.A. was reduced was ThUS$9,714, which corresponds to the investment in Australis S.A. and its
corresponding negative goodwill. According to the latter, Australis Seafoods S.A. no longer was the owner of Australis S.A.
Subsequently, in July 2011, the Company acquired all the shares of Comercializadora Australis SpA, entity that -at that time- had no activity.
Through this company and on December 9, 2011, it was acquired 50% of True Salmon Pacific Holding Co. which –in turn- owns 100% of
the corporate rights or shares of True Nature Seafoods Inc. and South Pacific Specialities LLC, companies through which it is developed the
marketing of fish and seafood products in the United States and Canada.
On March 23, 2012, subsidiary of Australis Mar S.A., incorporated the following subsidiaries: (i) Acuícola Cordillera Limitada, (ii) Salmones
Alpen Limitada, (iii) Salmones Wellington Limitada and (iv) Salmones Islas del Sur Limitada, all of which corporate purpose is aquaculture.
The incorporation of these subsidiaries corresponds to the growth process of the operations of the Company.
b)Transactionsandnon-controllinginterestsWhen there are non-controlling interests they are presented in the Consolidated Statement of Net Changes in Equity. Profit or loss
attributable to a non-controlling interest is presented in the Consolidated Statement of Income by Function as part of the profit (loss) of
the financial year. The results of transactions between non-controlling shareholders and the shareholders of companies where ownership is
shared are recognized within equity and, therefore, shown in the Consolidated Statement of Net Changes in Equity.
c)JointventuresInvestments in joint ventures are integrated by using the equity-value method as described in IAS 30 paragraph 38.
2.4FinancialInformation,byoperatingsegmentIFRS 8 requires that entities adopt the “Administration’s approach” to disclose information of the results of its operating segments. In
general, this is the information that the Administration uses internally for assessing the performance of segments and deciding how to
allocate resources to the same.
Australis Seafoods S.A. and subsidiaries present information by segments (which correspond to the business areas) based on the financial
information made available to decision makers in relation to matters such as measuring profitability and allocation of investments, and
based on the differentiation of products as set forth in IFRS 8 - Operating Segments. This information is detailed in Note 5.
Segments to be disclosed by Australis Seafoods S.A. and subsidiaries are:
- Salmon in freshwater (freshwater).
- Salmon and trout in seawater (seawater).
2.5Foreigncurrencytransactionsa)PresentationandfunctionalcurrencyItems included in the financial statements of Australis Seafoods S.A. and subsidiaries are valued using the currency of the main economic
environment in which the entity operates (functional currency). The functional currency of Australis Seafoods S.A. and subsidiaries is the
US Dollar, which is also the currency of presentation of this consolidated financial statement.
b)TransactionsandbalancesForeign currency transactions are translated into the functional currency using the exchange rates applicable on the dates of the transactions.
Profits and losses resulting from the liquidation of such transactions and the translation to other exchange rates at the closing of monetary
assets and liabilities denominated in foreign currencies are recognized in the income statement.
c)ForeigncurrencyexchangerateAs of December 31, 2012, and December 31, 2011, the exchange rates of the main currencies used in the accounting processes of Australis
Seafoods S.A. and subsidiaries, in relation to the US Dollar, are the following:
As of December 31, 2012 As of December 31, 2011
Closing Accumulated Monthly Average Closing Accumulated Monthly Average
Chilean Peso 479.96 486.64 519.2 483.54
2.6Property,plantandequipment
Fixed assets of the Company consist of land, buildings, infrastructure, machinery, equipment and other fixed assets. The main fixed assets
of Australis Seafoods S.A. and subsidiaries are land, freshwater piscicultures, with their corresponding equipment and machinery and the
seawater weight gaining centers.
Buildings, plants, equipment and machinery are recognized initially and subsequently, at historical cost less their accumulated depreciation
and impairment loss, if any.
For purposes of transition to IFRS, as permitted by IFRS 1, the most important land and buildings of the Company’s freshwater subsidiary
were revalued as of January 1, 2010. Valuations were based on market value. Subsequent valuation of the same is made in accordance with
IAS 16, using the historical cost method. Seawater fixed assets are shown both initially and subsequently at the corresponding historical
cost, less any accumulated depreciation and impairment loss, if any.
Subsequent costs (replacement of parts, upgrades and extensions) are included in the value of the initial asset or are recognized as a separate
asset, only when it is probable that future economic benefits associated with the assets’ items will flow to the Group and the cost of the item
can be measured reliably. The value of the replaced part is written-off in the account. All other repairs and maintenance are a debited from
net income(loss) of the period in which they are incurred.
Costs derived from daily maintenance and common repairs are recognized as net income(loss), but not the replacement of components
of important or strategic spare parts, which are capitalized and depreciated over the remaining useful life of the asset, based on the
component’s approach.
Depreciation of assets is calculated using the straight-line method, being systematically distributed throughout its useful life. Such useful
life has been determined based on the expected natural impairment, technical or commercial obsolescence arising from changes and/or
improvements in production and changes in the market demand for the products obtained with such assets.
Land is not depreciated.
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The estimated technical useful life and residual values are:
Freshwater Seawater
Useful life Averageyears
Residual valueThUS$
Averageyears
Residual valueThUS$
Constructions 13 142 - -
Plant and equipment 7 234 10 661
Information Technology Equipment 3 3 - -
Fixed and accessory installations 4 3 10 20
The residual value and useful life of assets are reviewed and adjusted, if appropriate, at each closing of the financial statement in order to
obtain a remaining useful life adequate to the value of the assets.
When the value of an asset exceeds its estimated recoverable value, its value is reduced immediately to its recoverable amount, through the
application of impairment tests.
Profits or losses from the sale of property, plant and equipment are determined by comparing the proceeds from the sale with the book value
of the assets (net of depreciation) and are included in the income statement.
2.7BiologicalassetsSalmonid biological assets of the species Atlantic and Coho, as well as trout, in a seawater weight gaining stage are measured at fair value less
estimated point of sale costs, by applying weight considerations listed further on in this same section; except when the fair value cannot be
reliably determined in accordance with the definitions contained in IAS 41 and, for which, finding an active market for these assets should
be considered in the first place.
Likewise, biological assets associated with the freshwater stage, i.e. broodstock, eggs, fry, smolts and small fish in seawater, are valued at
cumulative cost up to the closing date.
Direct and indirect costs incurred in the production process are part of the biological asset’s value through activation. The accumulation of
such costs at the end of each period is compared to the fair value of the biological asset.
Changes in fair value of these biological assets are reflected in the income statement of the financial year. Biological assets, whose projected
harvest date is less than 12 months, are classified as current assets.
The calculation of fair value is based on market prices for harvested fish and adjusted by distribution differences of size and quality or
normal harvest weight ranges, taking into account the weight considerations listed in the following table. This price is adjusted by harvest,
transportation to destination and processing costs in order to take it to its value and condition of bled fish at breeding stage). Thus, the
evaluation considers the life cycle stage, current weight and the expected distribution by size upon harvest of the fish. This estimate of fair
value is included in the income statement of the Company.
Below is a summary of the valuation criteria:
Stage Asset Valuation
Freshwater broodstock Direct and indirect accumulated cost
Freshwater eggs Direct and indirect accumulated cost
Freshwater fry and smolts Direct and indirect accumulated cost in its different stages
Seawater Fish Fair Value according to the following:
• Atlantic Salmon, as of 4.3 kilos in water (4.0 bled), time HON
average price.
• Coho Salmon, as of 2.5 kilos in water (2.3 bled), H&G average
price.
• Trout, as of 2.5 kilos in water (2.3 bled), H&G average price.
ValuationmodelThe evaluation is reviewed for each pisciculture and is based on the existing fish biomass at the end of each financial year (inventory). The
detail includes the total number of fish being bred, average weight and cost of the fish biomass. In the calculation, the value is estimated
considering the average weight of the biomass, which, in turn, is multiplied by the value per kilo reflected by the market price. Market price
is obtained from a range of prices from the latest sales of the month.
Moreover, biological assets associated with the freshwater stage, i.e. broodstock, eggs, fry and smolts, are valued at the cost accumulated
up to the closing date. Likewise, fish in the weight gaining stage of smaller size are valued at cost since there is no active market for them.
Notwithstanding the above, the Company performs an impairment test of the biomass in small breeding fish and, if there is impairment,
they are debited from the income statement.
At the end of the year the Company values the impairment that may exist in the biological assets that have not reached the required weight
for their fair value valuation through a projection of costs and prices. If the costs exceed the estimated realizable value, a provision for
impairment of biological assets is recorded.
Assumptionsusedtodeterminefairvalueoffishbeingbred.The estimation of fair value of fish biomass will always be based on uncertain assumptions, even if the Company has sufficient experience
in the consideration of such factors. Estimations are applied considering the following items: fish biomass volume (applying the average
mortality of the subsidiary), average weight of the biomass, weight distribution at harvest and market prices.
FishbiomassvolumeThe volume of fish biomass is an estimate based on the number of smolts sown in the water, the estimated growth at the time, the
application of the mortality observed in the period, etc. The uncertainty of the volume of biomass is normally lower when there are no mass
mortality events during the cycle or if the fish for some reason have presented diseases.
Together with the above, it must be noted that this volume used for calculating the biological asset- contemplates fish with an average
weight higher than the cuts already defined for each type. This translates into a very close estimate of the final volume that will be harvested.
MarketPricesThe assumption of market prices is important for evaluation. In the case of subsidiary Australis Mar S.A. and for the years ended December
31, 2012 and December 31, 2011, the average prices of the latest sales made by the subsidiary were used.
2.8Intangibleassetsotherthangoodwilla)AquacultureconcessionsAquaculture concessions acquired from third parties are shown at historical cost. The useful life of such concessions is mostly indefinite,
since they have no expiration date or a predictable useful life, so they are not amortized.
Concessions obtained under the new Fishery Law, have a duration term of 25 years -and are renewable according to the compliance of
certain health and environmental conditions. They are amortized based on their useful life.
b)SoftwareAcquired software licenses are capitalized based of the costs incurred to acquire and bring the specific software into use. These costs are
amortized over an estimated useful life of 4 years.
Costs associated with developing or maintaining computer software programs are recognized as expenses when incurred.
Costs directly associated with the production of unique and identifiable software controlled by Australis Seafoods S.A. and subsidiaries,
and will likely generate economic benefits that will exceed the costs for more than one year, are recognized as intangible assets. Direct costs
include the costs of the staff that develop the software and any kind of expenses incurred in its development or maintenance.
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c)WaterRightsThese are water exploitation rights, associated with technical projects of the piscicultures that have an indefinite nature and therefore are
not amortized. Water rights acquired from third parties are shown at their historical cost.
d)ResearchanddevelopmentexpensesResearch expenses are recognized as an expense when incurred. Costs incurred in development projects (relating to the design and testing
of new or improved products) are recognized as intangible assets when the following criteria are met:
a) Technically, it is possible to complete the production of the intangible asset so it can be available for use or sale.
b) The Administration has the intention to complete the intangible asset to use or sell it.
c) It is to use or sell the intangible asset.
d) It is possible to demonstrate the way in which the intangible asset will generate probable economic benefits in the future.
e) There is availability of the adequate technical, financial or other resources, to complete the development and to use or sell the intangible asset.
f) It is possible to valuate, in a reliable way, the expenditure attributable to the intangible asset during its development.
2.9InterestCostsIf applicable, interest costs incurred for the construction of any qualifying asset are capitalized during the period of time required to
complete and prepare the asset for its intended use. Other interest costs are shown in the income statement.
2.10Lossesforimpairmentofnon-financialassetsAssets that have an indefinite useful life are not subject to amortization and are annually tested for impairment losses.
Depreciable assets are tested for impairment losses whenever an event or changes in circumstances of the business indicate that the book
value of the assets may not be recoverable. An impairment loss is recognized when the book value is greater than its recoverable value.
The recoverable value of an asset is the greater between an asset’s fair value less costs of sale and its value while in use. For the purposes
of valuating losses caused by impairment of value, assets are grouped at the lowest level for which there is separate Cash Generating Unit
(CGU).
Non-financial assets that -other than acquired goodwill- suffered a loss for impairment are reviewed at each closing date of the financial
statement to verify if there has been any reversal of losses.
Losses caused by impairment of value can be reversed for accounting purposes only up to the amount of the losses recognized in previous
financial years, so the book value of these assets does not exceed the value that they would have had if such adjustments had not been made.
This reversal is shown in other income (loss).
2.11FinancialassetsAustralis Seafoods S.A. and subsidiaries classify their financial assets in the following categories: at fair value through profit or loss, loans and
accounts receivable, financial assets held to maturity and available for sale. The classification depends on the purpose for which the financial
assets were acquired. The Administration determines the classification of its financial assets upon their initial recognition.
Classificationoffinancialassets:a)FinancialassetsatfairvaluethroughprofitorlossFinancial assets at fair value through profit or loss are financial assets held for negotiation. Financial assets are classified in this category if
acquired mainly for the purpose of being sold in the short term. Assets in this category are classified as current assets.
b)LoansandaccountsreceivableLoans and accounts receivable are non-derivative financial assets with fixed or determinable payments not listed in an active market. Those
items with maturities of less than 12 months are classified as current assets. The items with maturities greater than 12 months are classified
as non-current assets.
Loans and accounts receivable are included in trade and other accounts receivable. Initially they must be recorded at fair market value,
acknowledging a financial result for the financial year between their recognition and subsequent valuation. In the specific case of trade
accounts, other trade and other accounts receivable, we chose to use the nominal value, taking into consideration the short collection
periods of the Company.
c)RecognitionandvaluationoffinancialassetsAcquisitions and transfers of financial assets are recognized on the date they are negotiated, that is, on the date Australis Seafoods S.A. and
subsidiaries, undertake to acquire or sell the asset.
i)InitialRecognitionFinancial assets not carried at fair value through profit or loss, are initially recognized at fair value plus the transaction costs. Financial assets
at fair value carried through profit or loss are initially recognized at fair value, and the transaction costs are shown in the results.
ii)SubsequentvaluationFinancial assets available for sale and financial assets carried at fair value through profit or loss are subsequently registered at fair value (with
a counter item in other comprehensive income and results, respectively). Loans and accounts receivable are recorded at amortized cost
according to the effective interest rate method.
Financial assets are written-off for accounting purposes when the rights to receive cash flows from the investments have expired or have been
transferred, and Australis Seafoods S.A. and subsidiaries have substantially transferred all risks and rewards derived from their ownership.
Australis Seafoods S.A. and subsidiaries evaluate on the date of each financial statement if there was objective evidence that a financial asset
or group of financial assets may have been impaired.
2.12InventoriesInventories are valued at cost of acquisition or net realizable value, whichever is lower.
Cost is determined by the weighted average price method (WAP).
The cost of finished goods and work in process goods includes costs of raw materials (value of harvested biological assets), direct labor costs,
other direct costs and general production costs (based on a normal operating capacity).
Net realizable value is the estimated price of sale in the ordinary course of business, less applicable variable costs of sale.
Obsolete or slow-moving products are recognized at their realization value.
2.13TradeandotheraccountsreceivableTrade accounts receivable are recognized at their nominal value, since the average maturity terms do not exceed 90 days. Income associated
with a longer payment term, if any, is recorded as deferred revenue in the current liabilities and the accrued portion is recorded as financial
income. As of December 31, accounts receivable held by the Company do not exceed 90 days.
Additionally, estimations are made for such accounts receivable of doubtful collection based on an objective review of all outstanding
amounts at closing of the financial statements. Impairment losses related to doubtful credits are registered in the comprehensive income
statement in the period in which they occur. Commercial loans are included in current assets as Trade and other accounts receivable, to the
extent that their estimate collection term does not exceed 1 year, as from the date of the financial statement.
2.14CashandcashequivalentsAustralis Seafoods S.A. and subsidiaries consider as cash and cash equivalents the cash such balances held on hand, in bank current
accounts, in fixed-term deposits and other financial investments (highly liquid securities) with a maturity of less than 90 days, as from the
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date of the investment. Also included in this item are own cash management investments, such as repurchase and resale agreements whose
maturity is consistent with the definitions above.
The use of bank overdraft lines is included in Other financial liabilities.
2.15CapitalThe capital is represented by ordinary shares of a single series.
The statutory minimum dividend on ordinary shares is recognized as lower value on equity when they are earned.
2.16TradeandotheraccountspayablesTrade accounts payables are recognized initially at fair value and subsequently valued at their amortized cost using the effective interest rate
method when they have a payment term longer than 90 days. Shorter term payments they are registered at nominal value for not having
significant differences with their fair value.
2.17OtherfinancialliabilitiesObligations with banks and financial institutions are initially recognized at fair value, net of costs incurred in the transaction. Subsequently,
external resources are valued at amortized cost and any difference between the proceeds (net of costs to obtain them) and the redemption
value is recognized in the income statement over the term of the debt, according with the effective interest rate method. The effective
interest rate method consists of applying the relevant market rate for debt with similar characteristics to the value of the debt (net of costs
to obtain them).
It should be mentioned that if the difference between the nominal value and the fair value is not significant, the nominal value is used.
2.18IncometaxanddeferredtaxesThe expense for tax on income of the year includes Australis Seafoods S.A. and subsidiaries taxes, based on the taxable income of the period,
together with tax adjustments for previous years and the change in deferred taxes.
Deferred taxes are calculated, according to the liability method, based on the temporary differences arising between the assets and liabilities
tax basis and their amounts registered in the Company books. However, if the deferred taxes arise from an initial recognition of an asset or
liability in a transaction other than a business combination that -at the time of the transaction- does not affect either the accounting result
nor the taxable profit or loss, then it is not registered.
Deferred tax is determined by using tax rates (and laws) enacted or almost to be enacted and highly likely to be enacted, in each country of
operation, on the date of financial statement and that are expected to be applied when the corresponding asset affected by the deferred tax
is realized or the deferred tax liability is settled.
Deferred tax assets are recognized when it is probable that the entities of the Group will have sufficient tax benefits to offset with other
differences in the future.
The Company does not record deferred taxes over temporary differences arising on investments in related companies since it controls the
date on which they will revert.
2.19Employeebenefitsa)EmployeeholidaysAustralis Seafoods S.A. and subsidiaries recognize the expense for employee holidays by the accrual method, which are recorded at nominal
value.
b)Post-employmentbenefitsSubsidiary Landcatch Chile S.A. keeps contracts with its corporate executives to whom it grants a compensation benefit for years of service
under all circumstance in the event of a voluntary resignation or termination, thus this liability is recognized in accordance with technical
standards. Considering that the actuarial value does not significantly differ from the cost, the latter has been maintained with periodic
evaluations in case some of the variables change.
Profits or losses due to changes in actuarial variables, if any, are recognized in the income statement of the period in which they arise.
Moreover, the Company recognizes a liability for bonuses granted to top executives, when it is contractually obliged or where past practice
has created an implicit obligation.
2.20ProvisionsAustralis Seafoods S.A. and subsidiaries recognize a provision when they are contractually obliged and when there is a past practice that
has created an assumed obligation.
Provisions for onerous contracts, litigation and other contingencies are recognized when:
(i) Australis Seafoods S.A. and subsidiaries have a present obligation, legal or implicit, as a result of past events;
(ii) It is probable that an outflow of resources will be required to settle the obligation; and
(iii) The value has been reliably estimated.
Provisions are valued at present value of the expected expenditures required to settle the obligation, using the best estimate of Australis
Seafoods S.A. and subsidiaries. The discount rate used to determine present value reflects current market valuations as of the date of the
financial statements, as of the temporary value of money as well as the specific risks associated with the particular liability.
2.21Revenuerecognition Ordinary revenues include the fair value of the considerations received or receivable for the sale of goods and services in the ordinary
course of business of the Company. Ordinary revenues are presented net of sales tax, returns, rebates and discounts (if available) and after
eliminating the sales within the Group.
Australis Seafoods S.A. and subsidiaries recognize revenues when the amount can be reliably valued, it is probable that future economic
benefits will flow to the entity and specific conditions are met for each of the Group’s activities as described follows:
a) sale of goodsRevenues from sales of goods are recognized when an entity of the Group has transferred to the buyer the risks and benefits of the products
of such goods and does not retain the right to dispose of them, nor maintain effective control. Usually, this means that sales are registered
at the time of the transfer of risks and benefits to clients in accordance with terms agreed in the trade agreements.
b) Interest incomeInterest income is recognized using the effective interest rate method.
c) sale of servicesRevenues from sales of services are registered when the service has been rendered.
A service is considered rendered when it is received satisfactorily by the client.
2.22LeasesWhen a Group entity is the lessee– Financial Lease.
Australis Seafoods S.A. and subsidiaries lease certain fixed assets. Leases of fixed assets where the Company substantially has all the risks
and benefits inherent to ownership, are classified as financial leases. Financial leases are capitalized at the beginning of the lease at the fair
value of the leased property or asset or at the present value of the minimum lease payments, whichever is lower.
Each lease payment is allocated between the liability and the financial charges to obtain a constant interest rate on the outstanding balance
of the debt.
The corresponding lease obligations, net of financial charges, are included in other financial liabilities. The financial cost interest is debited
from the income statement during the term of the lease so as to produce a constant periodic interest rate on the remaining balance of the
liability for each period.
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Assets acquired under financial leases are depreciated over their useful life or the term of the contract, the shorter of the two.
When executing sales with subsequent lease, the differentials generated according to the nature of the transaction are part of the value of
the asset, thus are included in the leased fixed assets and are amortized based on the useful life of the related leased assets.
When a Group entity is the lessee– Operating Lease.
Leases where the lessor retains substantial part of all the risks and benefits derived from the ownership of the asset, are classified as
operating leases. Payments made under operating leases (net of any incentives received from the lessor) are debited from the income
statement on a straight-line basis over the lease term.
2.23DividendPolicyAs provided by the Corporations Law, the Company is required to distribute a minimum dividend of 30% of the profits, unless the
shareholders unanimously agree on an amount of less than the indicated percentage.
Under IFRS, the recognition of an obligation in benefit of the shareholders must anticipate the closing date of the annual financial statements
with the corresponding reduction of equity.
According to information reported to Superintendency of Securities and Insurance, in relation to Circular No. 1945, for the purpose of
determining the distributable net income of the parent Company to be considered for the calculation of dividends with regards to 2012,
the following will be excluded from the income:
i) Unrealized profits and losses, linked to the record of fair value of biological assets provided for in the accounting standard “IAS 41”,
returning them to the net profits at the time of their realization. For this purposes, the portion of such increases of fair value of assets sold
or disposed of by some other means shall be understood to be realized.
ii) The effects of deferred taxes associated with the items indicated in i) will have the same fate of the item that generate them.
2.24EnvironmentExpenditures related to the improvement and/or investing in production processes that improve environmental conditions are recorded
as an expense in the period in which they are incurred. When such expenses are part of investment projects they are recorded as a greater
value of the property, plant and equipment item.
The Group has determined the following types of expenditures for environmental protection projects:
a) Costs associated with legal compliance of the activity. Some of these costs are: monitoring of pisciculture effluents, service of mortality
removal, maintenance of effluent treatment plants, etc.
b) Additional expenses of the activities oriented to improve production processes. Some of these expenses are: installation of UV disinfection
system, oceanographic data analysis, staff training on environmental issues, implementation of bio-security measures and control of
infectious vectors, etc.
NOTE 3- FINANCIAL RISK MANAGEMENTThe salmon business inherently involves a number of risk factors that, in one way or another, affect the development of the industry. Among
these factors, the following can be mentioned:
I.Creditriska) Cash surplus investment risks:The quality of the financial institutions with which Australis Seafoods S.A. and subsidiaries work, and the kind of financial products in
which such investments are materialized define a low-risk policy of for the Company.
b) sale operations Risk:Australis Seafoods S.A. and subsidiaries operate with clients through letters of credit, advanced payments or with clients having excellent
credit behavior, as is demonstrated by the payment history of such clients. Indeed, during the past three years, uncollectible amounts of
subsidiary Australis Mar S.A. have been ThUS$11.
During the year, subsidiary Landcatch S.A. registers an increased in provision of ThUS$176, due to a specific situation that is being resolved
legally.
II.LiquidityRiskLiquidity risk arises from the potential imbalance between the need for funds (for financial and operating expenses, capital expenditures,
debt maturities and dividend commitments) and the financing sources (revenues obtained from securities redemptions or financial
placements, collection of trade accounts receivable and financing from financial institutions). The Company has a prudential management
policy of liquidity risks to maintain sufficient cash and marketable securities and an adequate availability of Banks financing.
The following table details the committed contractual undiscounted flows of bank loans, financial leases and accounts payable, grouped by
their commitments as of December 31, 2012:
Between 1 and 3 months
Between 3 and 12 months
Between 1 and 5 years
More than 5 years
Total
ThUS$ THUS$ THUS$ THUS$ THUS$
Bank Loans 1,122 28,719 87,445 6,477 123,763
Trade and other accounts receivable 34,895 29,586 1,000 - 65,481
Accounts payable to related entities - 363 - - 363
III.MarketRisk
a) exchange rate risk:Since most sales of the Group companies are made in US Dollars, there is an implicit risk involved in the valuation of this currency in terms
of the Chilean peso. Thus, both valuations and depreciations of local currency will directly affect the results of the Company, since part of
its expenses are recorded in local currency.
There is sensitivity to the variation of the Yen due to sales made in the Asian market, which are covered by forward contracts to hedge the
exchange rate changes risk of yen/ US Dollar.
As of December 31, 2012, the consolidated balance sheet of the Company had a net liability in Chilean pesos of approx. ThUS$7 so
a variation of 5% increase of the exchange rate generates profits due to exchange rate of ThUS$0.3; and, in turn, a 5% decrease of the
exchange rate generates losses for the same amount.
b) Interest rate risk:Interest rates fluctuations modify future flows of assets and liabilities referenced to a variable interest rate.
Australis Seafoods S.A. and subsidiaries are exposed to interest rates risks, as the long-term financing is and amount to the 180-day LIBOR
plus an additional fixed spread for subsidiary Australis Mar S.A. For Landcatch Chile S.A., long-term debts have been acquired with fixed
rates. The Administration and the Board of Directors regularly follow-up on the conditions of these loans and evaluate the advisability of
taking certain interest rate insurance in order to reduce the impact of changes in the 180-days LIBOR rate.
As of December 31, 2012, the Group has a total bank debt with floating rates of ThUS$78,270. In a sensitivity analysis of the interest rates
on the capital of such bank debts, we can observe that a 1% increase or decrease per annum of the current rates would generate an effect
on income at the end of the year of ThUS$782 more or less interest expense, as applicable.
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c) market risk:Salmon products fall into the category of commodities which, by definition, are subject to the price fluctuations of the international market.
Given this, experience tells us that the sale prices of our products are subject to seasonal fluctuations that can generate a price increase or
decrease, having cyclical variations over time.
NOTE 4- ACCOUNTING ESTIMATES AND JUDGMENTSEstimates and criteria are constantly evaluated and based on historical experience and other factors, including the expectations of the
occurrence of future events that are considered reasonable under the circumstances.
Australis Seafoods S.A. and subsidiaries make estimates and assumptions concerning the future. The estimates and assumptions that have a
significant risk of causing a material adjustment to the balance of assets and liabilities within the next financial statement are shown below:
a) Useful life of plants and equipment:The Administration of Australis Seafoods S.A. and subsidiaries determines the estimated useful life and related depreciation charges for
its plants and equipments. Potential changes to estimations could occur as a result of technical innovations and competitor actions in
response to severe industry cycles. The Administration will increase the depreciation charge when the useful life shorter than the previously
estimated useful life or will amortize or remove assets technically obsolete or non-strategic abandoned or sold.
b) biological assets:The accounting principles and the valuation model applied to the valuation of biological assets are described in Note 2.7.
NOTE 5 – FINANCIAL INFORMATION, BY SEGMENTSThe Company reports its financial information segmented in accordance with the provisions of IFRS 8 - “Operating Segments”. This
regulation establishes standards for reporting information by segments in the financial statements as well as disclosures about products and
services, geographical areas and major clients. Operating segments are defined as components of an entity based on which separate financial
information is assessed regularly by the senior Administration for making decisions regarding the allocation of resources and assessment of
the results. The Group segments financial information by business, identifying the following lines:
a) freshwater salmon cultivation (freshwater).
b) salmon and trout in seawater cultivation (seawater).
The assets and liabilities by segment as of December 31, 2012, and December 31, 2011, are as follows:
As of December 31, 2012 As of December 31, 2011
Financial Statement Segmented
Freshwater Salmon ThUS$
Seawater Salmon ThUS$ Total ThUS$
Freshwater Salmon ThUS$
Seawater Salmon ThUS$ Total ThUS$
Assets
Assets, Current 15,097 113,776 128,873 27,307 145,462 172,769
Assets, Non-current 34,137 103,370 137,507 30,631 90,681 121,312
TotalAssets 49,234 217,146 266,380 57.938 236,143 294,081
Net equity and total liabilities
Liabilities, current 12,201 82,374 94,575 18,795 55,477 74,272
Liabilities, non-current 27,064 65,613 92,677 25,330 49,255 74,585
Net Equity total 9,969 69,159 79,128 13,813 131,411 145,224
LiabilitiesandNetEquity 49,234 217,146 266,380 57,938 236,143 294,081
Geographical distribution of non-current assets as of December 31, 2012, and December 31, 2011 is as follows:
As of December 31, 2012 As of December 31, 2011
Geographical Distribution
Freshwater Salmon ThUS$
Seawater Salmon ThUS$
Total ThUS$
Freshwater Salmon ThUS$
Seawater Salmon ThUS$
Total ThUS$
Assets, non-current Chile 34,137 95,250 129,387 30,631 83,069 113,700
Assets, non-current USA - 8,120 8,120 7,612 7,612
Assets,non-current 34,137 103,370 137,507 30,631 90,681 121,312
Profit by segment as of December 31, 2012 and December 31, 2011, are as follows:
As of December 31, 2012 As of December 31, 2011
Freshwater Salmon ThUS$
Seawater Salmon ThUS$
Consoli-dation ad-justments
ThUS$Total
ThUS$
Freshwater Salmon ThUS$
Seawater Salmon ThUS$
Consoli-dation ad-justments
ThUS$Total
ThUS$
Revenue on ordinary operating activities 16,144 120,676 (15,071) 121,749 20,395 155,551 (12,282) 163,664
External Revenue
1,073 120,676 - 121,749 9,400 154,264 - 163,664
Internal Revenue 15,071 - (15,071) - 10,995 1,287 (12,282) -
Cost of sales (13,585) (154,804) 11,481 (156,908) (14,681) (109,772) 11,138 (113,315)
GrossProfitpreFairValue 2.559 (34,128) (3,590) (35,159) 5,714 45,779 (1,144) 50,349
(Debit) Credit to Fair Value Results of Biological Assets harvested and sold
- (6,767) - (6.767) (23,479) (23,479)
(Debit) Credit to Fair Value Results for increase of Biological Assets
(1,980) (17,663) - (19,643) 23,420 23,420
GrossProfit 579 (58,558) (3,590) (61,569) 5,714 45,720 (1,144) 50,290
Other income, by function 52 2,042 - 2,094 74 376 - 450
Distribution costs - (4,889) - (4,889) - (2,025) - (2,025)
Administrative expenses (2,688) (7,957) 2,900 (7,745) (2,868) (8,158) 2,709 (8,317)
Other expenses, by function (2,888) (9,028) - (11,916) (251) (1,449) - (1,700)
Financial Income 24 1,406 - 1,430 2 1,919 - 1,921
Financial Costs (967) (2,461) - (3,428) (246) (1,655) - (1,901)
Interest by asset method - 508 - 508 87 - 87
Exchange profit/(losses) (403) 4,716 - 4,313 586 (5,266) - (4,680)
Profit(loss),beforetaxes (6,291) (74,221) (690) (81,202) 3,011 29,549 1,565 34,125
Tax expense (income) 2,447 12,659 15,106 (419) (6,277) - (6,696)
Profit(Loss)fromcontinuingoperations (3,844) (61,562) (690) (66,096) 2,592 23,272 1,565 27,429
Profit (Loss) attributable to non-controlling interests - - - - - - - -
Profit(Loss)attributabletoownersofthecontroller (3,844) (61,562) (690) (66,096) 2,592 23,272 1,565 27,429
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The breakdown of profits obtained from ordinary activities classified by external clients and geographical location for the years ended
December 31, 2012 and 2011, is as follows:
As of December 31, 2012 As of Dec. 31, 2011
Freshwater Salmon ThUS$
Seawater Salmon ThUS$
Total ThUS$
Seawater Salmon ThUS$
Freshwater Salmon ThUS$
Total ThUS$
InternalClients
Chile 1,073 11,487 12,560 9,400 8,734 18,134
TotalInternalClients 1,073 11,487 12,560 9,400 8,734 18,134
ExternalClients
North America - 33,876 33,876 - 67,574 67,574
Asia - 49,382 49,382 - 35,914 35.914
Rest of America - 21,814 21,814 - 36,985 36,985
Europe - 4,117 4,117 - 5,057 5,057
Others - - - - - -
TotalExternalclients - 109,189 109,189 - 145,530 145,530
Total 1,073 120,676 121,749 9,400 154,264 163,664
At the end of 2012, the only client that represents an amount equal to 10% or more of the total revenue for ordinary activities is Nippon
Suisan Kaisha, with 23% of sales for the year.
NOTE 6- CASH AND CASH EQUIVALENTSCash and cash equivalents are cash balances kept in bank checking accounts, time deposits and other financial investments with a maturity
of less than 90 days. Also included in this item are those cash investments made by the Administration, such as overnight investments
which maturity is consistent with what is stated above, subject to the terms described in IAS 7.
Composition of Cash and cash equivalents as of December 31, 2012 and December 31, 2011, is as follows:
Cash and cash equivalents As of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
Bank Balances 1,477 1,190
Time deposits 7,000 22,237
Mutual funds 7,050 27,880
Agreements - 173
Totalcashandcashequivalents 15,527 51,480
Balances by currency comprising cash and cash equivalents as of December 31, 2012, and December 31, 2011, are as follows:
CurrencyAs of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
US Dollar 12,384 2,016
Chilean Peso 3,143 49,464
Total 15,527 51,480
Time depositsAs of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
Banco BCI 7,000 -
Corpbanca - 9,630
Citibank - 1,051
Banco Santander - 11,556
Totaltimedeposits 7,000 22,237
Mutual fundsAs of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
BCI 3,663 -
Larraín Vial 2,843 27,880
Citibank 544 -
Totalmutualfunds 7,050 27,880
AgreementsAs of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
Corpbanca - 173
TotalAgreements - 173
Mutual fund shares are fixed income and are recorded at market value according to the value of the share at the end of each financial year.
Mutual fund investments are kept by the Group until operational obligations are fulfilled.
Cash and cash equivalents reported in the cash flow statement are as follows:
Assets As of Dec. 31, 2012 ThUS$
As of Dec. 31, 2011ThUS$
Cash and cash equivalents 15,527 51,480
Cash and cash equivalents reported in the cash flows statement 15,527 51,480
NOTE 7- FINANCIAL INSTRUMENTS
7.a)Financialinstrumentsbycategory
Loans and accounts receivable
ThUS$
Assets at Fair Value through profit and loss
ThUS$Total
ThUS$
As of Dec. 31, 2012
Cash and cash equivalents 8,477 7,050 15,527
Trade and other accounts receivable 14,410 - 14,410
Accounts receivable from related entities 3,826 - 3,826
Total 26,713 7,050 33,763
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Liabilities at Fair Value through profit and loss
ThUS$Other financial liabilities
ThUS$Total
ThUS$
As of Dec. 31, 2012
Trade and other accounts payable - 64,481 64,481
Accounts payable to related entities, current - 363 363
Other accounts payable, non current - 1,000 1,000
Other financial liabilities, current 29,075 - 29,075
Other financial liabilities, non current 91,677 - 91,677
Total 120,752 65,844 186,596
Loans and accounts receivable
THUS$
Assets at Fair Value through profit and loss
ThUS$Total
ThUS$
As of Dec. 31, 2011
Cash and cash equivalents 23,427 28,053 51,480
Trade and other accounts receivable 16,864 - 16,864
Accounts receivable from related entities 5,751 - 5,751
Total 46,042 28,053 74,095
Liabilities at Fair Value through profit and loss
ThUS$Other Financial liabilities
ThUS$Total
ThUS$
As of Dec. 31, 2011
Trade and other accounts payable - 51,330 51,330
Accounts payable to related entities, current - 3,893 3,893
Other accounts payable, current 16,445 - 16,445
Other financial liabilities, non current 65,725 - 65,725
Total 82,170 55,223 137,393
7.b)CreditqualityoffinancialassetsFinancial Assets held by the Company can be classified into two groups: i) Commercial Loans with Clients, which in order to measure their
degree of risk are classified by the seniority of the debt and provisions are made for non-collectible loans, and ii) financial investments made
by the Company in accordance with the criteria set out in Note 3.
Credit quality of financial assets Dec. 31, 2012ThUS$
Dec. 31, 2011ThUS$
Cash and cash equivalents
Mutual funds and fixed-term deposits AA+fm/M1 14,050 50,290
Bank current accounts AA and higher. 1,477 1,190
Total 15,527 51,480
Trade and other accounts receivable
1 to 15 days 10,496 4,901
16 to 30 days 3,811 3,610
More than 30 days 67 8,343
Without credit rating 36 10
Total 14,410 16,864
As shown above, the Company evaluates its credit risk by applying maturity terms to its accounts receivable.
None of the outstanding financial assets have been renegotiated during the year.
7.c)EstimationofFairValueAs of December 31, 2012, the Company kept financial instruments than had to be recorded at fair value. These instruments include:
• Short-term mutual fund investments (cash equivalent).
The Company has classified the fair value measurements by using a hierarchy that reflects the level of information used in the valuation.
This hierarchy consists of three levels: (i) fair value based on active market quotations for a similar kind 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.
Fair value of financial instruments traded in active markets, such as investments acquired for their negotiation, are based on market prices
quoted using the current bid price at the closing of the financial statements.
The following table shows the classification of financial instruments at fair value as of December 31, 2012, according to the information
used in their valuation:
Fair value as of Dec. 31, 2012 Fair Value measurements using values considered as:
Assets ThUS$LevelIThUS$
LevelIIThUS$
levelIIIThUS$
Short-term mutual funds 7,050 7,050 - -
Short term Agreements 0 0 0 0
Total 7,050 7,050 - -
Fair value as of Dec. 31, 2011 Fair Value measurements using values considered:
Assets THUS$LevelITHUS$
LevelIITHUS$
LevelIIITHUS$
Short-term mutual funds 27,880 27,880 - -
Short term Agreements 173 173 - -
Total 28,053 28,053 - -
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The balance of trade and other accounts receivable by segment is as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Freshwater 13,719 7,709
Seawater 369 1,642
Total 14,088 9,351
Seniority of accounts receivable is as follows:
Up to 90 days
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Trade accounts receivable 14,088 9,351
Total 14,088 9,351
The Company does not have trade and other accounts receivable individually impaired that have been renegotiated.
The Company makes provisions when there is evidence of impairment of trade accounts payables.
The criteria used to determine if there is objective evidence of impairment loss are the maturity of the portfolio, impairment facts (default)
and specific market signs.
MaturityImpairment
%
Accounts receivable– over 1 year 100
Judicial and pre-judicial collection Assets 100
The movement of the provision for impairment losses of Chilean trade accounts receivable between January 1, 2012 and December 31,
2012, is as follows:
As of Jan. 1, 2012ThUS$
(78)
Penalties -
Recovery if non-collectibles -
Increase in provisions (176)
BalanceasofDec.31,2012 (254)
After exhausting all prejudicial and judicial collection efforts, the assets are written-off against the corresponding provision.
The Company only uses this provision method and not the direct write-off for better control.
Historical and current renegotiations have little relevance and the policy is to analyze them on a case to case basis and then classify them
according to the existence of risk and determining if any reclassification is needed for the accounts receivable. If reclassification is needed,
a provision is created for the expired and to be expired.
The Holding Company and subsidiaries believe they are not exposed to a high risk of liquidity of these financial assets since the credit
quality is protected by high diversification of the Company’s client portfolio, which are economically and geographically dispersed and
come from countries with low sovereign risk.
There are no material guarantees for credit operations conducted with clients with a stable business relationship and excellent payment
behavior or early paying clients. However, there are contractual agreements to protect specific businesses.
Additionally, as of December 31, 2012, the Company has financial instruments that are registered at fair value. In order to comply with
the fair values disclosure requirements, the Company has valued these instruments as shown in the following table:
As of December 31, 2012 As of December 31, 2011
Book valueThUS$
Fair valueThUS$
Book valueThUS$
Fair valueThUS$
Cash and Cash equivalent
Cash on hand
Bank balance 1,477 1,477 1,190 1,190
Fixed-term deposits 7,000 7,000 22,237 22,237
Trade and other accounts receivable 14,410 14,410 16,864 16,864
Accounts receivable form related entities 3,826 3,826 5,751 5,751
Other financial liabilities 29,075 29,075 16,445 16,445
Other financial liabilities, non current 91,677 91,677 65,725 65,725
Trade and other accounts payables, current 64,481 64,481 51,330 51,330
Accounts payable to related entities 363 363 3,893 3,893
Other accounts payables, non current 1,000 1,000 - -
The registered value of accounts receivable and accounts payable is assumed to be approximated to their fair value due to their short-term
nature. Cash on hand, bank balances, time deposits and other non-current accounts payable, their fair value is approximated to their book
value.
NOTE 8 - TRADE AND OTHER ACCOUNTS RECEIVABLE
The following is the breakdown of trade and other accounts receivable:
As of Dec. 312012ThUS$
As of Dec. 31, 2011ThUS$
Trade accounts receivable National 3,662 1,697
Trade accounts receivable Foreign 10,680 7,732
Provision Non- collectible (254) (78)
Trade accounts receivable– Net 14,088 9,351
Other accounts receivable 322 7,127
Others - 386
Total 14,410 16,864
Fair value of trade and other accounts receivable does not significantly differ from their book value.
Balances by currency of non-current trade and other accounts receivable as of December 31, 2012 and December 31, 2011 are as follows:
CurrencyAs of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
US Dollar 12,158 14,276
Chilean peso 2,252 2,588
Total 14,410 16,864
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The maximum exposure to credit risk to the date of presentation of this information is the fair value of each of the above mentioned
categories of accounts receivable.
As of December 31 2012 As of December 31, 2011
Gross exposure ThUS$
Gross ExposureImpaired
ThUS$
Net Concentrated Risk Exposure
ThUS$
Gross exposureThUS$
Gross ExposureImpaired
ThUS$
Net Concentrated Risk Exposure
ThUS$
Trade accounts 14,369 (254) 14,115 9,429 (78) 9,351
Other accounts receivable 295 - 295 7,513 - 7,513
Total 14,664 (254) 14,410 16,942 (78) 16,864
NOTE 9 - ACCOUNTS RECEIVABLE FROM/PAYABLE TO RELATED ENTITIES
Related entities include the following entities and individuals
a) Shareholders who may exercise control.
b) Subsidiaries and members of subsidiaries.
c) Parties with an interest in an entity that gives them significant influence over it.
d) Parties with joint control over the entity.
e) Associates.
f) Interests in joint ventures.
g) Key executives of the entity or its parent company.
h) Close relatives of the individuals described above.
i) An entity controlled by any of the individuals described above or jointly controlled or over which there is significant influence, where a
significant portion of the voting power lies directly or indirectly in any individual described above.
j) Accounts receivable from related entities.
In general, transactions with related entities have immediate receipt or payment and are not subject to special conditions. These transactions
are in accordance with the provisions of Articles 146 and following of Law 18,046, on Corporations.
Transfers of short-term funds to and from the Holding Company or between related entities, other than receipt or payment of services are
structured in the form commercial current account agreements.
a) Accounts receivable from related entitiesAccounts receivable from related entities as of December 31, 2012 and December 31, 2011, respectively, are as follows:
Current RUT Relationship Country of Origin
Currency As of Dec. 31, 2012 ThUS$
As of Dec. 31, 2011 ThUS$
Company
Asesorías e Inversiones Benjamín S.A. 79.744.690-1 Shareholder Chile Pesos 11 9
True Nature Seafoods Foreign Joint Venture USA US Dollars 3,198 5,108
South Pacific Specialities Foreign Joint Venture USA US Dollars 610 593
Piscicultura Los Navegantes 96.862.150-5 Common shareholder Chile Pesos 7 41
Total 3,826 5,751
b) Accounts payable to related entitiesAccounts payable to related entities as of December 31, 2012, and December 31, 2011, respectively, are as follows:
Current RUT Relationship Country of origin
Currency As of Dec. 31, 2012 ThUS$
As of Dec. 31 2011 ThUS$
Company
Inversiones Australis Ltda. (Ex Australis S.A.) 96.631.730-2 Common shareholders Chile Pesos 363 368
True Salmon Pacific Holding CO., LLC Foreign Joint venture USA US Dollars - 3,525
Total 363 3,893
c) Transactions with related entities and effects on net income These are the operations and their effects as informed on income statements of years ended December 31, 2012 and December 31, 2011.
As of Dec. 31, 2012 As of Dec. 31, 2011
Company RUT Relationship Country Type of currencyType of Income
Amount ThUS$
Effect on income ThUS$
Amount ThUS$
Effect on income ThUS$
True Nature Seafoods * Foreign Joint Venture USA Terminated product sale
US Dollar 30,706 (6,091) 2,949 298
South Pacific Specialities Inc. * Foreign Joint Venture USA Terminated product sale
US Dollar 2,952 (827) 543 -
Asesorías e Inversiones Benjamín S.A.
77.029.880-6 Shareholder Chile Service agreement
Pesos 49 (49) 50 (50)
Asesorías e Inversiones Benjamín S.A.
77.029.880-6 Shareholder Chile Paid Remittances Pesos - - 884 -
(*) As of December 9, 2011, Australis Seafoods through its subsidiary Comercilizadora Australis SpA, acquired 50% of the capital 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 develops its business of marketing fish and seafood products in the United States of America and Canada, companies to which Australis Mar
sells part of its production
Australis Seafoods S.A. and subsidiaries, have the policy to inform all transactions with related entities that exceed ThUS$10 carried out
during the year, except dividends paid and capital contributions received, which are not considered to be transactions.
d) Remunerations and fees paid to the board of Directors and the Audit Committee and Remunerations of key executivesThe amount reflected in expenditures for payments to Directors as of 31 December 2012, was ThUS$339..
Also, the total gross remuneration received by Australis Seafoods S.A. and subsidiaries’ executives was ThUS$3,526.- as of December 31,
2012. (ThUS$2,325 as of December 2011).
Moreover, it is noteworthy that the above mentioned amounts include incentive systems that consist of an annual bonus payable to key
executives and other positions that -according to the discretion of the Company- are eligible to participate and are provisioned year when
the associated goals are met.
This compensation system seeks to motivate, recognize and obtain loyalty from executives through a formal scheme that rewards good
individual performance as well as teamwork.
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Formulaforcalculatinginventorycost.Inventories of finished products are valued using the weighted average cost method, that is, the cost of each unit of product is determined
based on the weighted average of the recorded cost at the beginning of the financial period, and the cost of the goods acquired or produced
during the period.
Inventories of raw materials, containers and other materials are valued at weighted average cost.
Informationonfinishedproducts.At closing of this financial statement the Company made a provision for the impairment of finished products for ThUS$749. During the
financial year ending December 31, 2012, and as of December 31, 2011, no inventories have been pledged as security.
Inventories recognized in the sales cost at closing of each financial period are summarized as follows:
Inventory/Cost of Sale
Accumulated as of Dec. 31, 2012
ThUS$
Accumulated as of Dec. 31, 2011
ThUS$
Cost of Sales 156,908 113,315
Total 156,908 113,315
NOTE 11-BIOLOGICAL ASSETSThe biological assets of Australis Seafoods S.A. and subsidiaries consist of fish in the water, for subsidiary Australis Mar S.A. and broodstock,
eggs, fry and smolts for subsidiary Landcatch Chile S.A.
The Company does not have any restrictions regarding its biological assets nor have they been used to secure its financial obligations.
The biological assets that the Administration estimates will be harvested within one year are classified as current biological assets.
Current As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Freshwater salmon 10,111 16,155
Seawater salmon 56,106 62,642
Total 66,217 78,797
Non- current As of Dec. 31, 2012 ThUS$
As of Dec. 31, 2011ThUS$
Freshwater salmon 2,982 4,375
Seawater salmon 21,595 24,485
Total 24,577 28,860
Total 90,794 107,657
Key executives and managers are those individuals that have the authority and responsibility to plan, direct and control the activities of
the company, directly or indirectly, including any member of the Board of Directors (whether an executive or otherwise) or equivalent
governing body of the Company.
e) Issuance of shares.Pursuant to the powers granted to the Board of Directors by the Extraordinary Shareholders Meeting held on March 4, 2011, the Board
at the meeting held on March 8, 2011, offered to the directors of the Company 3,000,000 shares constituting a capital increase. Of these
individuals, only Mr. Rodrigo Arriagada Astrosa accepted the offer, for 2 million shares; and Mr. Federico Rodríguez Marty, accepted the
offer for 1 million shares. These shares were subscribed through private contracts dated March 14, 2011, and to this date they are still
pending payment. The price, which is determinable: (i) cannot 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 on the Santiago Stock Exchange on December 9, 2011, that is, the amount of $185 per
share, (iii) must be paid within a maximum period of 3 years, as from March 4, 2011, and (iv) in the event that within that 3 year period all
or part of such shares are not placed in the stock market, the subscription price of such shares will be of $20.224 per share.
NOTE 10- INVENTORIESInventory composition at the end of each financial year is as follows:
Finished Product As of Dec. 31, 2012
ThUS$As of Dec. 31, 2011
ThUS$
Final product 19,102 8,006
Provision for net realization value (6,793) -
Provision for impaired products (749) -
Supplies - 350
Fish food 2,727 2,698
Packaging materials 273 172
Medicine and additives 73 280
Others 216 -
Total 14,849 11,506
As of December 31, 2012, the Company has recognized a provision for the net realization value of finished product of ThUS$6,793,
originated in the decrease of sale prices observed at closing of the financial statement. This amount is recorded in item (Debit) Credit to Fair
Value Results for growth of Biological Assets, net of the effects registered by this item as detailed in Note 11 of Biological Assets.
InventorypoliciesThe Group’s inventories are valued at cost or net realizable value, whichever is lower.
InventorymeasurementPolicy
The Group inventories are valued according to the following:
a) The production cost of manufactured inventories includes costs directly related to the units produced, such as labor, variables and fixed
costs included to convert materials into finished products. The production cost of raw and frozen salmon is determined based on the last
fair value of the biological asset at point of sale, plus direct and indirect productions costs.
b) The cost of purchased inventory, the cost of acquisition will include el purchase price, import duties, transportation, storage and other
costs attributable to the acquisition of the purchase and materials.
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b) seawater
Seawater As of Dec. 31, 2012Units
As of Dec. 31, 2011Units
Weight gaining fish 11,683,795 13,821,629
Total seawater 11,683,795 13,821,629
As of Dec. 31, 2012 As of Dec. 31, 2011
Seawater tons 22,679 20,444
BiologicalAssetsPolicies
Biological assets are valued at fair value less estimated costs at points of sale, in accordance with the definitions contained in IAS 41, and in
accordance with the provisions of Note 2.7.
At closing of the financial statements, the effect of the fish natural growth in the water, expressed at fair value less estimated costs at points
of sale, is recognized according to a valuation performed based on market prices adjusted by quality and size. The higher or lower value
result is recorded in the income statement as (Debit) Credit to Fair Value Results for growth of Biological Assets for the financial year. In
addition, the higher cost of the exploited and sold part resulting from this revaluation is also recorded as (Debit) Credit to Fair Value Results
of Biological Assets harvested and sold. According to the latter, the full net effect of the biological assets’ valuation (including impairments
and provisions) for the year ended December 31, 2012 was ThUS$22,054 (ThUS$59 in December 2011)
OperatingrisksSince salmon production is a biological asset it is potentially affected by a number of biological risks. To this regard, the following risks can
be mentioned:
a) Diseases: Although disease is currently controlled through vaccines, antibiotics, good management practices and through the
production of high quality smolts, it is not possible to rule out the development of new diseases or pests affecting production.
b) Failure to comply with applicable legislation and, in particular, failure to comply with resting breaks and district provisions, could
result in sanctions applicable by the authority that may even lead to the revocation of the concessions.
c) Predators: The presence of natural predators of salmon such as sea lions, may involve a loss of biomass and even the destruction
of cages. The industry has implemented a series of preventive measures to help mitigate the adverse effects caused by this kind of
predators.
d) Risk of nature: Salmon growth depends, among other things, on climatic and oceanographic conditions, such as changes in the
brightness of the environment or the temperature of water, which can have negative impacts on fish growth and food consumption.
e) Cost of food: Food is the most significant direct cost in the production of salmon and trout in both the freshwater business and the
seawater weight gaining business. Variations in the food prices are caused by variables beyond ASF Group, such as the price or cost of
fishmeal that, in turn, depends on the costs of the extractive fishing industry.
The movement of biological assets as of December 31, 2012, and December 31, 2011 is as follows:
01/01/201231/12/2012
ThUS$
01/01/201131/12/2011
ThUS$
Initial Biological assets 107,657 73,994
Increase for weight gaining and production 153,345 140,808
Decrease for sales and harvests (141,486) (106,351)
Fair value adjustment for the year, increase/decrease of Fair Value* (5,705) 23,420
Decrease in Fair Value by harvests** (6,767) (23,479)
Decrease in Fair Value for harvests kept as finished product at closing of the year*** - (454)
Biological assets impairment (7,145) -
Productive Plan adjustment (9,105) (281)
Balanceatclosing 90,794 107,657
* Amounts recognized for growth of biological assets in the income statement, effect that is recognized separately in the income statement by function.** Fair value adjustment transferred to finished product because of harvests of the year. At end of the financial year, this amount was debited from the income statement due to the sale of finished product. This effect is shown separately in the income statement by function.
*** Fair value adjustment transferred to the finished product that remain inventory at the end of the year.
As of December 31, 2012, the Company recognized an impairment of its biological assets of ThUS$7,145, recorded in the income statement
as item (Debit) Credit to Fair Value Results for growth of Biological Assets, net of the increase in fair value of biological assets for the
financial year that was ThUS$5,705 (loss). Additionally, and as mentioned in Note 10, the effect of the adjustment to net realizable value
of inventories of finished goods has been included under the item (Debit) Credit to Fair Value Results for growth of Biological Assets for
the period for ThUS$6,793 (loss).
The adjustment of the production plan for ThUS$6,765 consists of reducing the original smolt-planting plan for 2012 from 17.5 million
units to 12.4 million units. This, considering that the sustained fall of international salmon prices caused largely by the strong increase
in Chilean production and the pressure it has placed on the markets. Consistent with the foregoing, subsidiary Landcatch decreased the
number of smolts to be produced, which had an effect on the results of ThUS$2,340. These effects are recognized as part of Other expenses,
by function in the income statement.
The quantitative summary of biological assets as of December 31, 2012 and December 31, 2011, is as follows:
a) freshwater
Freshwater As of Dec. 31, 2012 Units
As of Dec. 31, 2011Units
Eggs - 1,374,983
Broodstock 212,206 455,462
Fry 13,228,772 20,762,491
Smolts 1,657,275 4,287,868
Totalfreshwater 15,098,253 26,880,804
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NOTE 12 – INCOME TAXESIncome tax receivable – current, are as detailed below:
Income Tax receivable As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
VAT Credit 4,986 3,997
Fixed assets 4% credit - 38
Estimated monthly payments for absorbed profits 6,423 9
Provisional Monthly Payments 2,082 3,724
SENCE credit credit (National Training and Employment Service) 2 45
Provision for Income tax - (5,827)
Austral Law* - 5,789
Other Tax credit - 170
TotalTaxreceivable 13,493 7,945
As of December 31, 2012, the Company registers Pagos Provisionales por Utilidades Absorbidas (Estimated monthly payments for absorbed
profits or PPUA) for ThUS$6,423, considering the current situation of tax loss and undistributed tax profits from previous years.
As of December 31, 2011 the Provision for First Class Income Tax of ThUS$5,827, does not constitute a cash flow for the Company because
of to the credit generated for the enforcement of the Austral Law, it will be compensated in the following payment date.
NOTE 13- OTHER NON-CURRENT ASSETS
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Austral Law* 7,857 7,379
Other 156 156
Total 8,013 7,535
* Tax credit generated regarding assets incorporated to an investment project developed in the XI and XII Regions and in the Palena Province. Until
December 31, 2011, this credit is attributable to the First Category Income Tax, so it is considered an asset. The Company can use this credit until
December 31, 2031.
NOTE 14- INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
On December 9, 2011, Australis Seafoods S.A. through subsidiary Comercializadora Australis SpA, acquired 50% of True Salmon Pacific
Holding Co., which in turn, owns 100% of 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 and Canada.
The valuation of the investment in the joint venture as of 31 December 2012 is as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
True Salmon Pacific Holding Co. 8,120 7,612
TOTAL 8,120 7,612
This value includes the goodwill generated at the time of acquisition, which does not have impairment as of December 31, 2012 and 2011,:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
True Salmon Pacific Holding Co. 6,523 6,523
TOTAL 6,523 6,523
The results accrued in joint ventures are as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
True Salmon Pacific Holding Co. 508 87
TOTAL 508 87
Investments movements in joint ventures as of December 31, 2012, and December 31, 2011, are as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 7,612 -
Investments in joint ventures - 7,525
Interest in joint ventures profit 508 87
TOTAL 8,120 7,612
The summarized financial information of True Salmon Pacific Holding Co. as of 31 December 2012, and 2011, is as follows:
As of Dec. 31, 2012 As of Dec. 31, 2011
Assets, current 23,343 17,529
Assets, non-current 819 457
Totalassetsofentitywithjointcontrol 24,162 17,986
Liabilities, current 20,960 15,800
Liabilities, non current - -
Equity 3,202 2,186
Totalliabilitiesandequityofentitywithjointcontrol 24,162 17,986
Income, current 156,092 * 12,774
Expenses, current (155.077) * (12,599)
NetProfit/(Loss) 1,015 *175
(*) For the period between January 1 and December 31, 2011.
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The movement of intangible assets as of December 31, 2011, is as follows:
Useful lifeIndefinite
ThUS$
Useful lifeFiniteThUS$
TotalThUS$
Balance as of January 1, 2011 4,904 5,518 10,422
Accumulated amortization and impairment - (32) (32)
Additions 2,005 2,061 4,066
BalanceasofDecember31,2011 6,909 7,547 14,456
The breakdown of the aquaculture concessions and water rights as of December 31, 2012, is as follows:
a) Aquacultureconcessions–Seawater• Own concessions
No. Name Type Region Area (Hectares) Being used at closing 2012
1 Humos 3 Salmonids XI 4.5 Yes
2 Burr 1 Salmonids XI 3.8 -
3 Rivero 1 Salmonids XI 3.9 Yes
4 Elefante 1 Salmonids XI 4.0 -
5 Rivero 2 Salmonids XI 8.1 -
6 Pulluche 1 Salmonids XI 15.0 Yes
7 I Rojas 2 Salmonids XI 4.0 Yes
8 Rivero 4 Salmonids XI 5.9 Yes
9 Salas 5 Salmonids XI 3.0 -
10 Humos 2 Salmonids XI 4.5 Yes
11 Humos 1 Salmonids XI 4.5 Yes
12 Humos 4 Salmonids XI 4.5 -
13 Humos 5 Salmonids XI 4.5 Yes
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 -
21 Patranca 1 Salmonids XI 6.0 -
22 Luz 2 Salmonids XI 2.0 -
23 Salas 1 Salmonids XI 0.5 -
24 Pulluche 2 Salmonids XI 2.0 -
25 Salas 3 Salmonids XI 0.5 -
NOTE 15- INTANGIBLE ASSETS OTHER TAN GOODWILLA breakdown of the main types of intangible assets that were not generated internally is as follows:
UsefulLife
As ofDec. 31, 2012
ThUS$
As ofDec. 31, 2012
ThUS$
Aquaculture concessions Indefinite 5,644 3,945
Aquaculture concessions Finite 7,756 7,518
Water rights Indefinite 2,748 2,735
Trademarks Finite 105 61
Computer software licenses Finite 104 -
Water rights Finite 838 -
Other Indefinite 310 197
Total 17,505 14,456
a)AquacultureconcessionsandwaterrightsAquaculture concessions acquired from third parties are recognized at historical cost.
The useful life (term) of such concessions is mostly indefinite, since they have no expiration date or a predictable useful life, therefore they
are not amortized. Concessions obtained under the new Fishery Law have a 25-year term, which is renewable according the compliance
of certain health and environmental conditions, so they are amortized based on their useful life.
Water rights are exploitation rights associated with technical projects of piscicultures that have an indefinite nature and, therefore, are not
amortized. Water rights acquired from third parties are recognized at historical cost.
Australis Seafoods through its subsidiaries has applications for concessions that are currently in progress are currently in different stages of
the legal process and these require payments associated with the compliance of several procedures. These contingent liabilities according
to IAS 38 are not recorded, but in order to comply with the disclosure requirements, it is estimated that for 2013 they are likely to amount
up to UF37,500 and reach -during the following periods- a total of UF80,000. When the conditions are met to make this liability certain,
it is recorded against an increase in the value of the concessions.
b)IntangibleassetssubjecttoguaranteesorrestrictionsAt closing date of these financial statements, the Company and subsidiaries do not have any guarantees for purchases of intangibles.
The movement of intangible assets as of December 31, 2012, is as follows:
Useful life Indefinite ThUS$
Useful life Finite ThUS$
TotalThUS$
Balance as of January 1, 2012 6,909 7,547 14,456
Accumulated amortization and impairment (7) (53) (60)
Additions 1,490 1,619 3,109
BalanceasofDecember31,2012 8,392 9,113 17,505
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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 Salas 7 Salmonids XI 1.5 -
34 Luz 4 Salmonids XI 2.0 -
35 Dring 1 Salmonids XI 2.0 -
36 Luz 3 Salmonids XI 2.0 Yes
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 -
46 Guar Salmonids X 3.0 -
47 Rulo Salmonids X 5.4 -
48 Caicaen Salmonids X 1.0 -
49 Riveros 6 Salmonids XI 6.0 Yes
50 Salas 6 Salmonids XI 2.0 -
51 Isla Medio 1 Salmonids XI 1.5 -
52 Elena Salmonids XI 6.0 Yes
53 Luz 5 Salmonids XI 2.0 -
54 Casma Salmonids XI 3.0 -
55 Veneria Salmonids XI 3.0 -
56 Herrera Salmonids XI 6.0 -
57 Fitz Roy 3 Salmonids XI 6.0 -
58 Canalad Salmonids XI 10.80 -
59 Yalac Salmonids XI 4.00 -
60 Victoria Salmonids XI 6.00 -
• Own concessions – leased to third parties
No. Name Type Region Area (Hectares) Being used at closing 2012
1 Puluqui 1 Salmonids X 11.7 -
• Third party concessions – leased from third parties
No. Name Type Region Area (Hectares) Being used at closing 2012
1 Melchor 4 Salmonids XI 6 Yes
2 Traiguén 1 Salmonids XI 8 Yes
b) Water rights– Freshwater
• Water rights - owned by the Company
No. Name Type Region Being used at closing 2012
1 Río Negro 1 Freshwater X -
2 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 Curarrehue Freshwater IX -
• Water rights – subject to financial lease
No. Name Type Region Being used at closing 2012
1 Río Cululí Freshwater X Yes
2 Río Ignao Freshwater XIV Yes
3 Pozo Ignao Freshwater XIV Yes
4 Río Caliboro Freshwater VIII -
5 Vertiente SN Freshwater IX Yes
6 Rio Alllipen Freshwater IX -
7 Río Curacalco Freshwater IX Yes
8 Canal del Laja Freshwater VIII Yes
• Water rights – subject to operational lease
No. Name Type Region Being used at closing 2012
1 Estero del Diablo Freshwater IX Yes
2 Estero Matanza Freshwater IX Yes
3 Estero Sen Sen Freshwater IX Yes
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NOTE 16 - PROPERTY, PLANT AND EQUIPMENT
Detail of the different categories of property, plants and equipments and their movements as of December 31, 2012, and December 31,
2011 is as follows:
Net construc-tions
ThUS$Land
ThUS$Net buildings
ThUS$
Net Plant and Equipment
ThUS$
Net Information
Technologies Equipment
ThUS$
Net fixtures and fittings
ThUS$
Net Total Property, Plant and
EquipmentThUS$
InitialBalance 2,672 588 - 25,292 154 1,958 30,664
Additions 5,935 4,364 981 22,178 45 465 33,968
Additions to construction - - - 881 - - 881
Disposals - - - - - (122) (122)
Depreciation (348) - (10) (4,216) (38) (406) (5,018)
NetamountasofDecember31,2011 8,259 4,952 971 44,135 161 1,895 60,373
Additions 1,402 3,895 - 14,164 34 2,311 21,806
Additions to constructions in progress 863 - - - - - 863
Other increases
(decreases) (292) (167) - 311 (9) (13) (170)
Disposals (109) - - (329) (3) - (441)
Depreciation (530) - (114) (5,939) (42) (466) (7,091)
NetamountasofDecember31,2012 9,593 8,680 857 52,342 141 3,727 75,340
As of December 31, 2012, the breakdown of property, plant and equipment is as follows:
Gross ValueThUS$
Accumulated Depreciation ThUS$
Net valueThUS$
Construction and works in progress 10,702 (1,109) 9,593
Land 8.680 - 8,680
Buildings 981 (124) 857
Plant and equipment 66,880 (14,538) 52,342
Information technology equipment 225 (84) 141
Fixtures and fittings 5,665 (1,938) 3,727
Totalproperty,plantsandequipment 93,133 (17,793) 75,340
As of December 31, 2011, the breakdown of property, plant and equipment is as follows:
Gross ValueThUS$
Accumulated Depreciation
ThUS$
Net valueThUS$
Construction and works in progress 9,274 (1,015) 8,259
Land 4,952 - 4,952
Buildings 981 (10) 971
Plant and equipment 54,778 (10,643) 44,135
Information technology equipment 206 (45) 161
Fixtures and fittings 3,071 (1,176) 1,895
Totalproperty,equipment 73,262 (12,889) 60,373
As of December 31, 2012, the Company recognized a depreciation of ThUS$3,725 (ThUS$2,771 in 2011) in the income statement for the
financial year.
a) Valuation and updatesThe Administration has chosen the cost-model accounting policy that applies to all items containing some kind of property, plant and
equipment.
New property, plant and equipment are recognized at cost of acquisition.
Acquisitions agreed in a currency other than the functional currency are translated at the exchange rate valid as of the date of the acquisition.
For the valuation of the main fixed assets and relevant land acquired before the date of transition to IFRS the fair value for subsidiary
Landcatch Chile S.A. was determined based on valuations performed by expert, independent and external professionals. For other fixed
assets, especially those associated with subsidiary Australis Mar S.A., the historical cost model was used.
Daily maintenance and common repairs costs are recognized as net income(loss), but the replacement of important parts or pieces and
strategic spare parts that considered improvements are capitalized and depreciated over the remaining useful life of the assets based on a
component’s approach.
Gains or losses from sales of property, plant and equipment are calculated by comparing the proceeds obtained from the sale of the asset
and the book value of the asset and are included in the income statement.
b) Depreciation methodDepreciation of assets is calculated in a straight line over the respective useful life. This useful life is determined based on the expected
natural deterioration, technical or commercial obsolescence arising from changes and/or improvements in production and changes in the
market demand of products obtained using these assets.
c) estimated useful life or depreciation ratesThe estimated useful life by type of asset is as follows:
Freshwateruseful lifeAverage
Seawater useful lifeAverage
Buildings 13 -
Plans and equipment 7 10
Information technology equipment 3 -
Fixtures and fittings 4 10
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The residual value and useful life of assets are reviewed and adjusted, if necessary, at each closing of the financial statements.
d) Property, plant and equipment subject to guarantees or restrictionsGuarantees associated with property, plant and equipment are detailed in Note 30.
As of December 31, 2012, the Company has no legal or contractual obligation to dismantle, remove or rehabilitate sites where it performs
it operations therefore, they do not include costs associated with such requirements.
e) InsuranceThe Group has insurance policies to cover the risks of personal property, equipment, plant and machinery. Australis Seafoods S.A. and
subsidiaries consider that coverage of these policies is appropriate for the risks inherent to its operation.
The insurance policies maintained by Australis Seafoods S.A. and subsidiaries are the following:
Type of asset Risks Covered
Equipment and installations Basic coverage: risks of nature.
Additional coverage: theft, collision, fire.
f) financial leasesThe breakdown of the classification of assets acquired under financial leases is as follows:
Property, plant and equipment subject to financial leasing, Net As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Constructions subject to financial leasing 4,516 5,036
Land subject to financial leasing 2,044 2,280
Buildings subject to financial leasing 857 971
Plant and equipment subject to financial leasing 7,592 7,861
TOTAL 15,009 16,148
Water rights subject to financial leasing As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Water rights subject to financial leasing * 2,071 1,604
TOTAL 2,071 1,604
* Included in item Intangible assets, other than goodwill.
On May 11, 2012, subsidiary Landcatch Chile S.A. executed with Banco Santander-Chile a leaseback agreement regarding the Curacalco
pisciculture located in the Araucanía Region, for a total value of ThUS$3,231, a term of 7 years and an interest rate of 4.95% per annum.
Curacalco pisciculture had a book value of ThUS$2,184 when it was transferred to Banco Santander Chile for an amount of ThUS$3,231,
and then it was leased back for this same amount. The transaction generated a differential of ThUS$1,047 that- due to the nature of
the transaction- is part of asset and the amount is included in the leased fixed assets and is amortized according to the useful life of the
associated leased fixed asset.
On June 30, 2011, subsidiary Landcatch Chile S.A. executed two leaseback agreements with Banco Santander-Chile regarding the amount
of ThUS$8,681, for a term of 8 years with 1-year grace period, and with an interest rate of 4.62% per annum. The transaction considered
the following piscicultures:
a) Ignao pisciculture, located in the Region of los Ríos, municipality of lago Ranco.b) Vertientes pisciculture, located in the region of Araucanía, Cunco.Ignao and Vertientes piscicultures had a total book value of ThUS$10,150 when they were transferred to Banco Santander for ThUS$8,681
and then they were leased back in this same amount. This generated a differential of ThUS$1,469. that due to the nature of the transaction-
is part of the asset and, thus, the amount is included in the leased fixed assets and is amortized during the term of the leasing.
On November 21, 2011 subsidiary Landcatch Chile S.A. executed a leaseback agreement with Banco Bilbao Vizcaya Argentaria, Chile, over
the Ketrún Rayén pisciculture located in the commune of Los Ángeles, Region of Bío Bío. The asset was transferred for ThUS$5,788, with
a term of 8 years and a 6-month grace period, and with an interest rate of 3.94% per annum. (This operation did not generate significant
differences between the book value of the asset and the sale price paid by Bank).
On November 3, 2011, Australis Seafoods S.A. executed a leasing agreement with Banco Bice for ThUS$981, for a term of 8 years and with
an interest rate of 4.7%. The property acquired through this operation is the corporate office of the Company.
Additionally, subsidiary Landcatch Chile S.A. has Cululi pisciculture under a financial leasing since 2008.
The value of the minimum lease payments related to this financial lease agreement is set forth in Note 18.b)
g) fixed Assets fully depreciated or obsoleteAs of December 31, 2012, the Company does not have fixed assets that are temporarily out of service or completely depreciated, other than
the assets that need to have resting breaks required by health regulations.
NOTE 17- INCOME TAXES and DEFERRED TAXESDeferred taxes are the amounts of income tax that Australis Seafoods S.A. and subsidiaries will have to pay (liabilities) or recover (assets) in
the future years, related to temporary differences generated between the tax base and the accounting value of certain assets and liabilities
The main deferred tax asset is the tax losses of the parent Company and subsidiaries, to be recovered in future years. The main deferred
tax liability payable in the future is the temporary differences generated by costs of manufacture, revaluation of biological assets and the
revaluation of property, plant and equipment as of the date of transition to IFRS and the application, for the tax purposes, of accelerated
depreciation.
A breakdown of the assets and deferred tax liabilities are as follows:
As of Dec. 31, 2012 As of Dec. 31, 2011
Deferred tax asset
ThUS$
Deferred tax liability
ThUS$
Deferred tax asset
ThUS$
Deferred tax liability
ThUS$
Indirect costs activated in stock - 8,219 - 7,049
Valuation of Biological assets 1,373 - - 1,121
Prepaid income - - 278 -
Concessions - 206 - 48
Tax Losses 7,145 - 2,282 -
Provisions 80 - 425 -
Employee Provision 131 - 637 -
Non-collectible accounts receivable provision 50 - 2 -
Intangible - 7 - 440
Property, plant and equipment 511 123 - 119
Biological impairment provision 1,429 - - -
Stock 1,509 - - 100
Other 309 30 376 -
Subtotal 12,537 8,585 4,000 8,877
Deferred Tax, net (8,585) (8,585) (1,524) (1,524)
TOTAL 3,952 - 2,476 7,353
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No deferred taxes have been recognized for temporary differences between the tax value and the accounting value generated by investments
in related companies. Therefore, no deferred tax is recognized for Conversion Adjustments and Associated Adjustments recorded directly
in Net Equity.
Regarding the statutory limitation of tax losses likely to be attributable to future income, those generated by companies incorporated in
Chile have no limitations.
Movement of deferred tax assets are as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 4,000 1,593
Stock 1,509 (101)
Valuation of Biological assets 1,373 -
Property, plant and equipment 511 (193)
Prepaid income (278) 278
Tax losses 4,863 1,788
Provisions 626 767
Intangible - (211)
Other (67) 79
Finalbalance 12,537 4,000
Movements of deferred tax liabilities are as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 8,877 5,617
Production Costs 1,170 3,209
Stock (100) (92)
Intangible (433) 440
Biological assets (1,121) (132)
Concessions 158 1
Property, plant and equipment 4 (96)
Other 30 (70)
Finalbalance 8,585 8,877
On 27 September 2012, Law No. 824, on Income Tax was amended regarding the applicable rates of the First Category Tax, effective as of
2012, and changed from a transitory rate of 18.5% to a permanent rate of 20%. Due to the latter, the Company decided to base the deferred
tax balances of 2012 on the rate that shall be effective when the temporary differences are reversed (20%).
The expense for income tax has the following composition:
Accumulated As of Dec. 31, 2012
ThUS$
AccumulatedAs of Dec. 31, 2011
ThUS$
Current tax expense - (5,827)
Deferred tax effect 8,829 (853)
Provisional payment for absorbed profits 6,423 -
Others (146) (16)
Total 15,106 (6,696)
The following is a detailed reconciliation of the income tax expense, using the statutory rate with the tax expense using the effective rate:
Accumulated as of DEC. 31, 2012
ThUS$
Accumulated as of DEC. 31, 2011ThUS$
Income tax expenditure using statutory rate 16,240 (6,825)
Tax effect of rates in other jurisdictions - -
Other increases (decreases) of legal tax (1,134) 129
Total 15,106 (6,696)
NOTA 18 - OTHER FINANCIAL LIABILITIES
As of December 31, 2012, Australis Seafoods S.A. and subsidiaries have financial loans. These loans accrue interest at an effective rate,
which does not vary significantly from its nominal rate.
Interest bearing loans-Current As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Bank loans 26,930 15,307
Financial leases 2,145 1,138
Totalotherfinancialliabilitieswithexpirationbefore12months 29,075 16,445
Interest bearing loans- Non current As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Bank loans 75,459 51,041
Financial leases 16,218 14,684
Totalotherfinancialliabilitieswithexpirationbefore12months 91,677 65,725
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Additionalinformationonfinancialliabilities
a) Breakdown of bank loans held by Australis Seafoods S.A. and subsidiaries, as of December 31, 2012 and December 31, 2011 is as follows:
Debtor RUT Debtor Company Debtor Country Creditor Name Creditor RUT Creditor CountryCreditor Currency Amortization Effective rate Nominal rate Guarantees
Total current as of Dec. 31, 2012 ThUS$
Maturity 1 to 2 years ThUS$
Maturity 2 to 3 years Thus$
Maturity 3 to 4 years Thus$
Maturity 4 to 5 years Thus$
Noncurrent 5 or more years
ThUS$
Total noncurrent as of Dec. 31, 2012 ThUS$
76.003.885-7 Australis Mar S.A. Chile Banco de Chile 97.004.000-5 Chile USD Biannual 2.46% 2.46% Yes 2,467 2,200 - 13,400 - - 15,600
76.003.885-7 Australis Mar S.A. Chile Banco de Chile 97.004.000-5 Chile USD Biannual 4.24% 4.24% Yes 987 880 5,360 - - - 6,240
76.003.885-7 Australis Mar S.A. Chile Banco de Chile 97.004.000-5 Chile USD Biannual 4.37% 4.37% Yes 725 650 650 650 2,400 - 4,350
76.003.885-7 Australis Mar S.A. Chile Banco Corpbanca 97.023.000-9 Chile USD Biannual 2.61% 2.61% Yes 2,215 2,200 2,200 13,400 - - 17,800
76.003.885-7 Australis Mar S.A. Chile Banco de Crédito e Inversiones 97.006.000-6 Chile USD Biannual 2.46% 2.46% Yes 0 1,683 1,650 10,050 - - 13,383
76.003.885-7 Australis Mar S.A. Chile Banco de Crédito e Inversiones 97.006.000-6 Chile USD Biannual 2.45% 2.45% Yes 13,000 - - - - - 0
76.003.885-7 Australis Mar S.A. Chile Banco BICE 97.080.000-K Chile USD Biannual 3.69% 3.69% Yes 0 1,863 1,714 1,714 858 - 6,149
76.003.885-7 Australis Mar S.A. Chile Banco BICE 97.080.000-K Chile USD Biannual 3.55% 3.55% Yes 0 173 314 314 315 - 1,116
76.003.885-7 Australis Mar S.A. Chile Banco Santander Chile 97.036.000-K Chile USD Biannual 4.20% 4.20% Yes 0 2,628 2,571 2,571 1,287 - 9,057
76.003.885-7 Australis Mar S.A. Chile Banco Santander Chile 97.036.000-K Chile USD Biannual 2.71% 2.71% Yes 6,843 - - - - - 0
76.090.483-k Landcatch S.A. Chile Banco de Chile 97.004.000-5 Chile USD Monthly 2.64% 2.64% No 367 - - - - - 0
76.090.483-k Landcatch S.A. Chile Banco Santander Chile 97.036.000-K Chile USD Monthly 4.68% 4.68% No 326 324 324 324 324 468 1,764
Totalbankloans 26,930 12,601 14,783 42,423 5,184 468 75,459
Totalrefinance - - - - - - -
Total 26,930 12,601 14,783 42,423 5,184 468 75,459
Debtor RUT Debtor Company Debtor Country Creditor Name Creditor RUT Creditor CountryCreditor Currency Amortization Effective rate Nominal rate Guarantees
Total current as of Dec. 31, 2011 ThUS$
Maturity 1 to 2 years ThUS$
Maturity 2 to 3 years Thus$
Maturity 3 to 4 years Thus$
Maturity 4 to 5 years Thus$
Noncurrent 5 or more years
ThUS$
Total noncurrent as of Dec. 31, 2011 ThUS$
76.003.885-7 Australis Mar S.A. Chile Banco de Chile 97.004.000-5 Chile USD Biannual 2.35% 2.35% Yes 8,332 - - - - - -
76.003.885-7 Australis Mar S.A. Chile Banco de Chile 97.004.000-5 Chile USD Biannual 2.35% 2.35% Yes 1,958 1,958 1,958 13,884 - - 17,800
76.003.885-7 Australis Mar S.A. Chile Banco Corpbanca 97.023.000-9 Chile USD Biannual 2.90% 2.90% Yes 2,218 2,200 2,200 13,400 - - 17,800
76.003.885-7 Australis Mar S.A. Chile Banco de Crédito e Inversiones 97.006.000-6 Chile USD Biannual 2.75% 2.75% Yes 1,662 1,650 1,650 10,050 - - 13,350
76.090.483-k Landcatch S.A. Chile Banco de Crédito e Inversiones 97.006.000-6 Chile Pesos Monthly 2.90% 2.90% No 434 - - - - - -
76.090.483-k Landcatch S.A. Chile Banco de Chile 97.004.000-5 Chile Pesos Monthly 2.90% 2.90% No 147 - - - - - -
76.090.483-k Landcatch S.A. Chile Banco de Chile 97.004.000-5 Chile USD Bimonthly 1.37% 1.37% No 366 - - - - - -
76.090.483-k Landcatch S.A. Chile Banco Santander 97.036.000-K Chile USD Monthly 4.68% 4.68% No 190 326 326 326 326 787 2,091
Totalbankloans 15,307 6,134 6,134 37,660 326 787 51,041
Totalrefinance - - - - - - -
Total 15,307 6,134 6,134 37,660 326 787 51,041
*Guarantees and restrictions associated with bank loans are detailed in Note 30.
As of 31.12.2012 and 31.12.2011, Bank liabilities have no associated covenants.
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b) Detail of financial lease obligations held by Australis Seafoods S.A. and subsidiaries, as of December 31, 2012, and December 31, 2011,
is as follows:
As of December 31, 2012 ThUS$ As of December 31, 2011 ThUS$
Finance lease minimum payments Gross ValueThUS$
Interest ThUS$
Present Value ThUS$
Gross Value ThUS$
Interest ThUS$
Present Value ThUS$
Not later than one year 2,913 768 2,145 1,500 362 1,138
Later than one year but not later than five years 12,454 1,980 10,474 12,781 2,508 10,273
Later than five years 6,009 265 5,744 4,593 182 4,411
TOTAL 21,376 3,013 18,363 18,874 3,052 15,822
Financial lease liabilities correspond to the following Lease Agreements:
Type Institution Contract Date Amount ThUS$
Number of quotas
Annual interest
Option to purchase
ThUS$
Pisciculture Cululi Banco BCI Jan, 31,08 818 60 4.60% 17
Pisciculture Huacamalal Banco Santander - Chile Jun. 30,11 3,330 96 4.62% 48
Pisciculture Las Vertientes Banco Santander - Chile Jun. 30,11 5,351 96 4.62% 77
Australis Seafoods S.A.
Corporate office
Banco BICE Nov. 03,11 981 96 4.70% 12
Pisciculture Ketrún Rayén Banco BBVA Nov. 21, 11 5,788 96 3.94% 75
Pisciculture Curacalco Banco Santander - Chile May 11, 12 3,231 84 4.95% 47
NOTE 19 - TRADE AND OTHER ACCOUNTS PAYABLES
The composition of trade and other accounts payable is as follows:
Current As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Suppliers 62,161 41,880
Employee retentions 311 243
Dividends payable - 8,243
Other 594 697
Accounts payable 1,415 91
Trade creditors - 176
Total 64,481 51,330
Non- Current As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Accounts payable 1,000 -
Total 1,000 -
NOTE 20 - PROVISIONS FOR EMPLOYEE BENEFITS, CURRENT AND NON-CURRENT
Provision for bonusesThe Company contemplates a provision for bonus payments to its employees when it is contractually bound to do so or when it contemplates
paying them, considering the compliance and performance of conditions by the employees at the end of the year.
Provision for Vacation
The Company recognizes an expense for employee holidays by the accrual method, according to the work performed by each individual.
Provision for compensation for years of serviceSubsidiary Landcatch Chile S.A. keeps contracts with its corporate executives to whom it grants the compensation benefit for years
of service, in the event of a voluntary resignation or termination. This liability is recognized in accordance with technical standards.
Considering that the actuarial value does not significantly differ from the cost, the latter has been maintained with periodic assessments in
case some of the variables change.
Profits or losses generated by changes in actuarial variables, if any, are recognized as net income(loss) of the period in which they arise.
Considering the foregoing, there are:
a) Current service periods costs
b) Interest costs
c) Contributions made by plan participants
d) Actuarial profits and losses
e) Expected returns on plan assets
f) Contributions made by the employer
Provisions for other benefitsThe Company recognizes a liability for other long-term benefits granted to its executives, mainly associated with permanence and company
results. Breakdown of each at the end of the year is as follows:
Detail of each at the end of the year is:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Provision for bonuses - 2,,043
Provision for holidays 656 561
Totalprovisionsforemployeebenefits,current 656 2,604
Provision for compensation for years of service - 450
Provision for other benefits - 1,057
Totalprovisionsforemployeebenefits,noncurrent - 1,507
Movement of these provisions from one year to another is as follows:
Provision for bonuses As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 2., 43 1,466
Increase(decrease) in existing provision - 2,043
Provision used (2,043) (1,466)
TOTAL - 2,043
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Provision for holidays As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 560 434
Increase(decrease) in existing provision 96 429
Provision used - (302)
TOTAL 656 561
Provision for compensation for years of service As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 449 360
Increase(decrease) in existing provision 24 90
Provision used (473)
TOTAL - 450
Provision for other benefits As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 1,057 -
Increase(decrease) in existing provision (1,057) 1,057
Provision used - -
TOTAL - 1,057
NOTE 21- EQUITY
The capital of the Company is one hundred and eighty four million four hundred and seventy seven thousand US Dollars (ThUS$184,477)
and is divided in 1,910,002,444 (one thousand nine hundred and ten million two thousand four hundred forty-four) shares, and is
composed as follows:
ThUS$ N° Shares
Capital subscribed and paid-in 123,081 1,400,002,444
Capital subscribed* 1,097 3,000,000
Capital Unsubscribed ** 60,299 507,000,000
TotalCapital 184,477 1,910,002,444
* Subscribed capital: corresponds to the subscription value of 3,000,000 shares that has not been paid. Of this amount, ThUS$1,058 is part of the greater value
obtained in the placement of new shares that was capitalized by the extraordinary shareholders meeting held on October 28, 2011.
** Unsubscribed Capital: 500,000,000 shares that correspond to the capital increase of December 4, 2012, are in the process of being registered in the
Superintendency of Securities and Insurance, a prerequisite for placing them. The remaining 7,000,000 shares were approved by the shareholder in 2011, for
the implementation of executive stock options, which have not been issued.
To this date, the subscribed and paid-in capital of the Company is one hundred and twenty three million eighty-one thousand US Dollars
(ThUS$123,081) divided in one thousand four hundred million two thousand four hundred forty-four shares (1,400,002,444).
a) subscribed capital The subscribed capital of the Company consists of the following:
As of Dec. 31, 2012
Series Subscribed capital No. Shares
Paid-in CapitalN° Shares
Single 1,403,002,444 1,400,002,444
Ordinary shares No. of shares
Ordinary shares
Total
As of Jan. 1, 2012 1,403,002,444 1,403,002,444 1,403,002,444
Exchange of shares - - -
Capital increase - - -
BalanceasofDec.31,2012 1,403,002,444 1,403,002,444 1,403,002,444
Ordinary shares No. of shares
Ordinary shares
Total
As of Jan. 1, 2011 1,403,002,444 1,403,002,444 1,403,002,444
Exchange of shares 1,220,002,444 1,220,002,444 1,220,002,444
Capital increase 183,000,000 183,000,000 183,000,000
BalanceasofDec.31,2011 1,403,002,444 1,403,002,444 1,403,002,444
During 2012, the main equity transactions were the following:
a) On April 27, 2012, an Australis Seafoods S.A. Extraordinary Shareholders Meeting was held, and which was agreed to correct the
exchange rate approved by the Extraordinary Shareholders’ Meeting held on October 20, 2011, by rectifying the exchange rate used.
Consequently, the statutory capital was US$124,477,247, divided in 1,410,002,444 registered shares, ordinary and with no par value.
b) On April 27, 2012, it was agreed to pay a definitive dividend of 30% of the distributable profits of the Company as of December 31,
2011, for US$8,243,085, equivalent to US$0.00588 per share subscribed and paid. The dividend was paid on May 22, 2012.
c) On December 4, 2012, an Extraordinary Shareholders meeting of the Company was held, where it was agreed to approve a capital
increase from the amount of US$124,477,247 divided into 1,1410,002,444 registered shares, with no par value, of a single series and
equal value, to the amount of US$184,477,247 divided into 1,910,002,444 registered shares, with no par value, of a single series and equal
value. The capital increase of US$60 million will be materialized through the issuance of 500,000,000 new registered shares, without par
value, of a single series and equal value. The shares corresponding to the said capital increase are in the process of being registered in the
Superintendency of Securities and Insurance, which is a prerequisite for placing them.
The main equity transactions during 2011 were:
1. On March 4, 2011, an Australis Seafoods S.A. Extraordinary Shareholders Meeting was held -minutes of which were granted as a public
deed on that same date before notary public Mr. Iván Torrealba Acevedo. The meeting agreed – among other decisions- the following:
a) To increase the capital of the Company from $21,833,579,871 to $24,673,419,797, which was paid by the shareholders by capitalizing
the Company retained earnings, after absorbing the losses, from the account “Other Reserves”, so the amount of the earnings actually
capitalized were $2,839,839,925.
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b) To increase the number of shares in which the capital of the Company was divided, from 20,507 registered shares, with no par value,
of a single series and equal value, to 1,220,002,444 registered shares, with no par value, of a single series and of equal value, without
increasing the statutory capital. For these purposes, the exchange of shares was performed in the manner determined by the Shareholders
and pursuant to which each shareholder of the Company received 59.492 new shares for each share already issued.
c) To request the registration of the Company and its shares in the Superintendency of Securities and Insurance with which -and once
registered, the Company would be subject to the rules governing publicly traded corporations and thus subject to the supervision of the
Superintendency, obliged to comply with the provisions of Article 2 of the Corporations Law, Articles 5 and 7 of Law 18,045 on Market
Securities (hereinafter, the “Securities Act”) and Article 2 of the Regulations of the Corporations Law Companies. the latter, in order that the
Company shares may be publicly offered and traded in the stock exchanges of emerging company’s markets, in accordance with Article 8
paragraph two of the Securities Law and General Rule No. 118 issued by the Superintendency as amended.
d) Increase the capital of the Company from $24,673,419,797 -including the revaluation of capital reported in the Annual General
Shareholders Meeting held on March 4, 2011 -which is divided into 1,220,002,444 registered shares, without par value, of a single series
and of equal value- to the amount of $28,515,993,870.- divided into 1,410,002,444 registered shares, with no par value, of a single series
and of equal value, which implies a capital increase of $3,842,574,074. This was performed through the issuance of 190,000,000 new
registered shares, without par value, of a single series and of equal value. The Meeting established a minimum placement value and agreed
to allocate $141,568,519 of the capital increase to a compensation plan for employees of the Company and subsidiaries, according to the
terms of Article 24 of the Corporations Law.
2. - On March 14, 2011, Director Mr. Rodrigo Arriagada Astrosa subscribed 2,000,000 shares of the Company. The price per share is equal
to the price at which they are offered in the IPO, which is $185. The total amount of the transaction was $370,000,000 which payment
term is still pending.
3. - On March 14, 2011, Director Mr. Federico Rodriguez Marty subscribed 1,000,000 shares of the Company. The price per share was
equal to the price at which they are offered in the IPO that is $185. The total amount of the transaction was $185,000,000 and its payment
terms are still pending.
4. - On June 8, 2011, the Board of Directors declared successful the Initial Public Offering of 180,000,000 shares, representing 12.77%
of the capital shares of the Company . The Offering took place on December 9, 2011, was performed by Larrain Vial S.A. Corredora de
Bolsa acting as placement agent and was executed in Santiago Stock Exchange by using the “Subasta de un Libro de Órdenes” (Order Book
Auction Method). The placement price of the shares offered by the Company was fixed at $185 per share, so the total amount of the shares
placed totaled $33.3 billion.
5. - An Extraordinary Shareholders Meeting was held on October 20, 2011, with an attendance of shareholders representing 97.274% of
the total shares with voting rights, agreed, among other issues, the following:
a) The modification of the currency from Chilean pesos to US Dollars, according to which the accounting records of the Company, will be
kept and the capital shall be expressed:
a. 1. The capitalization of the highest value obtained in the in the placement of shares dated June 9, 2011, net of issuance and placement
expenses, in compliance with the requirements of the paragraph 2 of Article 26 of the Corporations Law.
- Dividend Policy
For purposes of determining the distributable net income of the Company considered for calculating dividends, the following income of
the year shall be excluded:
1) The unrealized profit or loss related to biological assets registered at fair value regulated by accounting standard “IAS 41”, reinstating
them to the net income at the time of their realization. For this purpose, the portion of fair value increases of assets sold or disposed of shall
be considered realized.
2) Unrealized profit or loss generated by the acquisition of other entities and, in general, unrealized income generated by the application of
paragraphs 34, 42, 39 and 58 of Accounting Standard “IAS 3 “, as revised, referring to combined business operations. These results will be
reinstated to net profit s upon their realization.
For this purpose, the portion of such the fair value increases of assets sold or disposed of shall be considered realized.
3) The effect of deferred taxes associated with the items indicated in 1) and 2) has the same treatment as the item that generates them.
- Provision for DividendsAs of December 31, 2012, the Company has no provisions for dividends since there is no distributable net income.
As of December 31, 2011, the Company had a provision of dividends of 30% of distributable net income determined as of that date.
b) Distribution of shareholdersThe principal shareholders of Australis Seafoods S.A. are:
Name or corporate name No. of shares % capital share
FONDO DE INVERSIÓN PRIVADO AUSTRALIS 1,101,077,936 78.48%
ASESORÍAS E INV. BENJAMIN S.A. 106,924,508 7.62%
FONDO DE INVERSIÓN LARRAÍN VIAL BEAGLE 54,950,856 3.92%
LARRAÍN VIAL S.A. CORREDORA DE BOLSA 43,331,873 3.09%
AFP HÁBITAT S.A. PARA FDO. PENSIÓN C 16,043,158 1.14%
COMPASS SMALL CAP CHILE FONDO DE INVERSIÓN 11,491,470 0.82%
MBI CORREDORES DE BOLSA S.A. 10473,656 0.75%
AFP HÁBITAT S.A. FONDO TIPO B 10,414,253 0.74%
AFP HABITAT S.A. FONDO TIPO A 8,969,575 0.64%
BOLSA DE COMERCIO DE SANTIAGO BOLSA DE VALORES 6,452,358 0.46%
NEGOCIOS Y VALORES S.A. C DE B 6,288,871 0.45%
BICE INVERSIONES CORREDORES DE BOLSA S.A. 4,549,006 0.32%
NOTE 22 - GAINS (LOSSES) ACCUMULATED
The composition of the accumulated income item is as follows:
As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Initial balance 24,163 11,929
Comprehensive income (losses) (66,096) 27,429
Other Equity variations - (6,952)
Interim Dividends - (8,243)
Total (41,933) 24,163
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As required by Circular No. 1.945 dated September 29, 2009, issued by the Superintendency of Securities and Insurance, adjustments
made due to the first application of IFRS are recorded as credits with a credit to Accumulated Profit (Loss) pending realization.
Items Amount realized In 2012ThUS$
Unrealized balance as of Dec. 31, 2012
ThUS$
Amount realized In 2011ThUS$
Unrealized balance as of Dec. 31, 2011
ThUS$
Functional currency - (1,539) - (1,539)
Property, plant and equipment - (563) - (563)
Deferred Taxes - 233 - 233
Stock - -
Intangibles 214 214
Goodwill - -
Others - 185 - 185
TOTAL - (1,470) - (1,470)
NOTE 23- EARNINGS PER SHARE AND NET DISTRIBUTABLE INCOME
23.1.EarningspershareBreakdown of earnings per share is as follows:
As of Dec. 31, 2012US$/n° shares
As of Dec. 31, 2011US$/n° shares
Earnings per share (0.047) 0.020
The calculation of earnings (losses) per basic share has been made by dividing the amounts of profit attributable to shareholders by the
number of shares of the same and single series. The Company has not issued convertible debt or other equity-linked securities.
Consequently, there are no potential diluting effects on the earnings per share of the Company.
23.2.DistributablenetincomeThe dividend policy for 2012 and 2011 consists of distributing a dividend of at least 30% of the net income of the year ending December
31, 2012, by distributing of a definitive dividend agreed by the Shareholders in an Ordinary Meeting, and payable on the date established
by that Meeting.
According to provisions of Circular No. 1945 dated December 29, 2009, issued by the Superintendency, it was agreed as general policy,
that for purposes of payment of the minimum mandatory dividend of 30% set forth in Article 79 of Law 18,046, net income shall be
determined based on the income net of relevant variations of fair value of unrealized assets and liabilities, both which must be reinstated
for the calculation of net income of the period in which such variations are realized.
Additional dividends will be determined based on the above-mentioned criteria, as agreed by the Shareholders’ Meeting.
Accordingly, it was agreed that, for purposes of determining the distributable net income of the Company, that is, the net income to be
considered for the calculation of the minimum mandatory dividend for 2012 and 2011, the following items will be excluded from the
income (loss) for the period for:
i) Unrealized profit or loss connected to the record of biological assets at fair value covered by accounting standard “IAS 41”, reinstating
them to net income at the time of their realization. For this purpose, the portion of such fair value increases of assets sold or disposed of
shall be considered realized.
ii) The effects of deferred taxes associated with the item indicated in i) shall have the same treatment as the item that generates them.
The determination of net income for the year ended December 31, 2012, is a follows:
As of Dec. 31, 2012ThUS$
Earnings attributable to controlling company’s
equity holders (66,096)
Variation of Fair value of biological assets 12,472
Deferred taxes related to Fair value of biological assets (2,494)
Distributablenetearnings (56,118)
Applicationofdividendpolicy(30%) -
As of December 31, 2012, the Company does not show interim dividends since there is no distributable net income.
NOTE 24- INCOME FROM ORDINARY ACTIVITIES
The composition of the Group’s ordinary revenue is as follows:
Accumulated as of Dec. 31, 2012
ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Freshwater sales 1,073 9,400
Seawater sales 120,676 154,264
Total 121,749 163,664
The Group’s ordinary revenue consists primarily of the sale of products derived from the harvest of biological assets.
NOTE 25- OTHER INCOME /OTHER LOSSES, BY FUNCTIONOther income by functions as follows:
Other income, by function Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 201ThUS$
Leases - 92
Transfer of rights 158 -
Reimbursement under Law 18.708 108 51
Reversal of Employee Provisions* 1,057 -
Other 771 307
Total 2,094 450
* Reverse of the accounting provision for employee benefits related to the compliance of certain performance goals, which was recalculated based on
the results of the Company as of December 31, 2012.
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NOTE 28- FINANCIAL COSTS (NET)Financial costs have following breakdown in the financial statements:
Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Bank loan interest (3,350) (1,785)
Loan commission - (65)
Notarial expenses (39) (18)
Bank expenses (39) (33)
Total (3,428) (1,901)
NOTE 29 – FOREIGN CURRENCY AND EXCHANGE RATE DIFFERENCES
a) Recognized exchange rates differencesExchange rate differences generated as of December 31, 2012 and 2011, for the balance of assets and liabilities in foreign currencies, other
than the functional currency, were credited(debited) from income(loss) for the period as follows:
Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Assets in foreign currency 6,029 (5,910)
Liabilities in foreign currency (1,716) 1,230
Total exchange rate difference 4,313 (4,680)
b) Assets and liabilities in foreign currency:
Current assets Currency As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Cash and cash equivalents Pesos Not- indexed 3,143 49,371
Cash and cash equivalents US Dollars 12,384 2,109
SubtotalCashandcashequivalents 15,527 51,480
Other current non-financial assets Pesos Not- indexed 156 174
Other current non-financial assets US Dollars 395 252
SubtotalOthercurrentnon-financialassets 551 426
Trade and other current accounts receivable Pesos Not- indexed 2,252 2,586
Trade and other current accounts receivable US Dollars 12,158 14,278
SubtotalTradeandothercurrentaccountsreceivable 14,410 16.864
Current accounts receivable from related entities US Dollars 3,808 5,701
Current accounts receivable from related entities Pesos indexed 18 50
SubtotalCurrentaccountsreceivablefromrelatedentities 3,826 5,751
Inventories US Dollars 14,849 11,506
Subtotal Inventories 14,849 11,506
Biological assets, current US Dollars 66,217 78,797
SubtotalBiologicalassets,current 66,217 78,797
Current tax assets Pesos Not- indexed 2 196
Current tax assets Pesos indexed 13,491 7,749
SubtotalCurrenttaxassets 13,493 7,945
Other losses, by function Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Reduction of Productive plan* (9,095) -
Fixed assets reduction and write-off (550) (27)
Provision for impaired assets (749) -
Resting break centers (1,298) (1,305)
Other (224) (368)
Total (11,916) (1,700)
* Effect generated by the reduction of the original 2012 smolt farming plan, from 17.5 million units to 12.4 million units, in consideration to the sustained fall
of international prices of salmon, caused -at large- by the strong increase of Chilean production and the pressure it has exerted in the markets.
NOTE 26- COSTS OF DISTRIBUTIONDistribution costs are as follows:
Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Land transportation (998) (582)
Third-party cold storage (1,997) (262)
Sale expenses (110) (215)
General shipping expenses (475) (367)
Employee Remuneration (477) (451)
Commissions (196) (75)
Other sale expenses (636) (73)
Total (4,889) (2,025)
NOTE 27- ADMINISTRATION EXPENSESBelow are the main Administration expenses of the Company as of closing of the financial statements:
Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Leases (306) (238)
Employee expenses (4,128) (4,971)
Depreciation and amortization (170) (47)
Third-party services (1,875) (1,896)
Other (1,266) (1,165)
Total (7,745) (8,317)
employee expensesEmployee expenses are as follows:
Employee expenses Accumulated as of Dec. 31, 2012ThUS$
Accumulated as of Dec. 31, 2011ThUS$
Remuneration (3,659) (2,814)
Benefits (157) (2,085)
Other (312) (72)
Total (4,128) (4,971)
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Non-current assets Currency As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Other Non-current financial assets Pesos Not- indexed 7,857 7,379
Other Non-current financial assets US Dollars 156 156
SubtotalOtherNon-currentfinancialassets 8,013 7,535
Investment recorded using the participation method US Dollars 8,120 7,612
SubtotalInvestmentrecordedusingtheparticipationmethod 8,120 7,612
Intangible assets other than Goodwill US Dollars 17,505 14,456
SubtotalIntangibleassetsotherthanGoodwill 17,505 14,456
Property, plant and equipment US Dollars 75,340 60,373
SubtotalProperty,plantandequipment 75,340 60,373
Biological assets, non current US Dollars 24,577 28,860
SubtotalBiologicalassets,noncurrent 24,577 28,860
Deferred tax assets US Dollars 3,952 2,476
SubtotalDeferredtaxassets 3,952 2,476
Non-current assets Currency As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Other financial liabilities, non-current Pesos Not- indexed - 581
Other financial liabilities, non-current Dollars 29,039 15,682
Other financial liabilities, non-current Pesos Not- indexed 36 182
SubtotalOtherfinancialliabilities,non-current 29,075 16,445
Trade and other accounts payable, current Pesos Not- indexed 33,215 17,713
Trade and other accounts payable, current US Dollars 31,266 33,617
SubtotalTradeandotheraccountspayable,current 64,481 51,330
Current accounts payable to related entities, current Pesos Not- indexed 363 368
Current accounts payable to related entities, current US Dollars 3,525
SubtotalCurrentaccountspayabletorelatedentities,current 363 3,893
Provisions for employee benefits, current Pesos Not- indexed 656 2,604
Provisions for employee benefits, current US Dollars
SubtotalProvisionsforemployeebenefits,current. 656 2,604
Non-current liabilities Currency As of Dec. 31, 2012ThUS$
As of Dec. 31, 2011ThUS$
Other financial liabilities, non -current US Dollars 91,677 65,680
Other financial liabilities, non -current Pesos Not- indexed - 45
SubtotalOtherfinancialliabilities,non–current 91,677 65,725
Deferred taxes US Dollars - 7,353
SubtotalDeferredtaxes - 7,353
Provisions for employee benefits, non-current Pesos Not- indexed - 450
Provisions for employee benefits, non-current US Dollars - 1,057
SubtotalProvisionsforemployeebenefits,non-current - 1,507
Other accounts payable, Non-current US Dollars 1,000 -
Subtotalotheraccountspayable,Non-current 1,000 -
NOTE 30 – CONTINGENCIES, COMMITMENTS AND GUARANTEES.
a) Pledged shares1. According to the financing contracts of subsidiary Australis Mar S.A., Australis Seafoods S.A.’s controlling shareholders assumed the
obligation to pledge 50.1% of its shares in favor of the banks financing this subsidiary: Banco Chile, CorpBanca and Banco de Crédito e
Inversiones.
2. By public deed dated December 11, 2012, the controlling shareholder of the Company, Fondo de Inversión Privado Australis, pledged
171,771,450 shares issued by Australis Seafoods S.A. to secure the credit granted to subsidiary Australis Mar S.A. by Banco de Crédito e
Inversiones for thirteen million US Dollars.
b) Direct guaranteesOn the date of issuance of these financial statements, the Company has no direct guarantees of any kind.
c) Indirect GuaranteesAustralis Seafoods S.A. granted the following guarantees in benefit of its subsidiaries:
Debtor Assets
Creditor guarantee Name Relationship Type of guarantee Type
Accounting value ThUS$
Corpbanca Australis Mar S.A. Subsidiary Bill of exchange Not applicable -
Banco Chile Australis Mar S.A. Subsidiary Bill of exchange Not applicable -
Banco Crédito e Inversiones Australis Mar S.A. Subsidiary Bill of exchange Not applicable -
BBVA Chile Landcatch Chile S.A. Subsidiary Bond Not applicable -
Banco Santander-Chile Australis Mar S.A. Subsidiary Bill of exchange Not applicable -
Banco Santander-Chile Landcatch Chile S.A. Subsidiary Bond Not applicable -
Banco Bice Australis Mar S.A. Subsidiary Bill of exchange Not applicable -
d) Third party Guarantees In accordance with the provisions of bank financing contracts entered by Australis Mar S.A. (Subsidiary), this company’s debts with Banco
de Chile, Banco de Crédito e Inversiones and Corpbanca were endorsed by Mr. Isidoro Ernesto Quiroga Moreno, Asesorías e Inversiones
Benjamín S.A., Australis Seafoods S.A. and Landcatch Chile S.A. Australis Mar S.A. debts with Banco Santander-Chile and Banco Bice
were guaranteed (Bill of exchange) and secured (Bond) by Australis Seafoods S.A. In addition, the credit granted by Banco de Crédito e
Inversiones to subsidiary Australis Mar S.A. for thirteen million US Dollars was endorsed by Mr. Isidoro Ernesto Quiroga Moreno. The
granting and maintenance of these securities and bonds, does not accrue any charges to the Company or its subsidiaries.
e) Guarantees granted by subsidiariesSubsidiary Comercializadora Australis SpA granted a personal guarantee to Sun Trust Bank, in order to secure the fulfillment of 50% of
the obligations undertaken by True Nature Seafood, LLC, a company which social rights belong True Salmon Pacific Holding, LLC that -in
turn- is 50% owned by Comercializadora Australis SpA
Australis Mar S.A.’s debts with Banco Bice are secured by mortgages and pledges granted by the food-processing subsidiary Procesadora de
Alimentos Australis SpA that pledged and mortgaged Puerto Chacabuco plant (valued at ThUS$2,427).
Australis Mar S.A. granted a naval mortgage on pontoons of its property to guarantee its debts held with Banco Santander-Chile and Banco
Bice (15 pontoons valued at ThUS$10,358, and 4 pontoons valued at ThUS$4,679, respectively).
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Subsidiary Procesadora de Alimentos ASF SpA pledged and mortgaged assets of its property to secure payment of the balance of the
purchase price thereof, to non-related company Asesorías e Inversiones La Cumbre Limitada. The current creditor of this debt is the non-
related company Asinver S.A., since the credit was assigned by the original creditor.
e) Restrictions
According with Australis Mar S.A.’s (subsidiary) bank financing contracts, this company is subject to the following restrictions that are
applicable until 2015, unless the company prepaid the debt balances.
a) Do not encumber or bond or become a co-debtor or directly or indirectly compromise its equity for third-party obligations that,
individually or collectively, have an amount equal or superior to five hundred thousand US Dollars.
b) Australis Mar S.A. may not grant pledges or mortgages on its personal or real property, except those authorized in the financing contracts.
c) Australis Mar S.A. may not transfer, sell or assign a any title assets that are part of the debtor’s fixed asset, unless such transfers do not
imply a significant decrease of its equity.
d) Australis Mar S.A. may not distribute profits or pay dividends above thirty percent of the profits of the corresponding financial year,
for the entire term of the credit, unless that, in excess, they are capitalized in the debtor or reinvested in Australis Seafoods S.A. or in any
company controlled by it.
e) The ThUS$10,686 debt that Australis Mar S.A. has with Australis Seafoods S.A. (parent company) must be subordinated in favor of the
creditor banks.
NOTE 31– THE ENVIRONMENT
As part of their business strategy Australis Seafoods S.A. and subsidiaries defined that the care and respect for the environment is a priority,
for which a series of actions have been adopted to make its operations more efficient and considerably reduce environmental impacts
through the following types of expenditures:
a) Disbursements or expenses related to the improvement and/or investment in production processes that result in a reduction of the impact
of their activity on the environment and/or improve environmental conditions such as: effluent monitoring of piscicultures, naval artifacts
and processing plants, implementation of fish silage mortality systems in seawater breeding centers and piscicultures, environmental
reports and initial characterizations breeding centers, etc.
b) Disbursements or expenses related to the verification and control of regulations and laws related to industrial processes and facilities
such as: the filing of environmental impact assessments for the evaluation of silage mortality, management and final disposal of hazardous
and non-hazardous waste, monitoring phytoplankton; monitoring sediment and water columns in piscicultures, monitoring of sludge from
piscicultures, environmental consulting, contracting sampling services and laboratory analysis, etc.
In the future, Australis Seafoods and subsidiaries reiterate their commitment to care for the environment by making new investments,
constantly training their employees and signing new agreements that will allow to progress towards sustainable development to achieve
harmony between its operations and the environment.
The breakdown of expenditures in environmental protection projects that the Group has made during 2012 is as follows:
As of Dec. 31, 2012 As of Dec. 31, 2011
Company making the expenditure Project Concept
ExpenditureThUS$
InvestmentThUS$ Description
Amount committed for future periods
ThUS$
Date of reimbursement
(Certain or estimated)
Date of conclusion of
the project (Estimated)
ExpenseThUS$
InvestmentThUS$
Australis Mar S.A. Implementation of oxygen monitoring systems
Implementation of oxygen monitoring systems
- 48 Oxygen equipment
48 Dec. 31, 2013 Dec. 31, 2013
- 40
Australis Mar S.A. Elaboration of preliminary environmental impact studies of concessions
Elaboration of preliminary environmental impact studies of concessions
36 - Third party services
35 Dec. 31, 2013 Dec. 31, 2013
30 -
Australis Mar S.A. Implementation of bio-security measures and vectors
Implementation of bio-security measures and vectors
36 - Third party services
35 Dec. 31, 2013 Dec. 31, 2013
30 -
Australis Mar S.A. Environmental analysis
Environmental analysis of sites through land testing
48 - Third party services
48 Dec. 31, 2013 Dec. 31, 2013
40 -
Landcatch S.A. UV system for disinfection of incubation effluents
UV system for disinfection of incubation effluents / Riles Monitoring
- 257 Riles Monitoring / UV System
- - Concluded 120 401
Environmental disbursements of subsidiary Australis Mar S.A. are related to the setting up of new piscicultures and -even if they have an estimated date of
termination-, these projects will continue in the future as long as new piscicultures are established.
NOTE 32 – SUBSEQUENT EVENTS
a) The consolidated financial statements of the Company for the financial year ended December 31, 2012, were approved by the Board of
Directors at the meeting held on March 4, 2013.
b) On January 2, 2013, Mr. Andrés Saint Jean Hernández resigned to his position as CEO of Australis Seafoods S.A. and was substituted by
Mr. Rodrigo Arriagada Astrosa who -until then- was the Chairman of the Company. In turn, Mr. Rodrigo Arriagada resigned his position as
Director of the Company to accept his appointment as CEO. Additionally, the Board appointed Mr. Federico Rodríguez Marty as Chairman,
Mr. Martín Salvador Guiloff as Vice President, and Mr. Luis Felipe Correa González as Secretary of the Company.
c) Except as set forth above, after December 31, 2011 and until the date of issuance of these financial statements, the Company has no
knowledge of any other subsequent financial or other events that may significantly affect the these statements or their interpretation.
NOTA 33 - OTHER INFORMATION
Australis Seafoods S.A. number of employees and subsidiaries, by category is as follows:
As of Dec. 31, 2012 As of Dec. 31, 2011
Indefinite term contracts 340 312
Fixed term contracts 19 35
Total contracts 359 347
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NOTE 34 - PRO-FORMA CASH FLOWS STATEMENTSAs required by Circular No. 2058 issued by the Superintendency of Securities and Insurance, the following is the Cash Flow Statement as
of December 31, 2012, according to the Pro-Forma direct method. As from the financial statements of March 31, 2013, the Company shall
submit its Cash Flow Statements using this method.
Statement of cash flows 01-01-201231-12-2012
ThUS$
Cash flows from (used in) operating activities
Classesofcashreceipts
Receipts from sales of goods and rendering of services 124,667
Other cash receipts from operating activities 33,048
Classesofcashpayments
Payments to suppliers for goods and services (187,648)
Payments to and on behalf of employees (11,544)
Other cash payments from operating activities (3,670)
Cash flows from (used in) operations (45,147)
Dividends paid (8,243)
Income taxes paid (refund) 3,039
Cash flows from (used in) operating activities (50,351)
Cash flows from (used in) investing activities
Cash flows used in obtaining control of subsidiaries or other businesses (3,525)
Proceeds from sales of property, plant and equipment, classified as investing activities (24,677)
Purchase of intangible assets (1,187)
Interest received 1,430
Cash flows from (used in) investing activities (27,959)
Cash flows from (used in) financing activities
Proceeds from long-term loans 21,100
Proceeds from short-term loans 19,800
Loans paid (5,335)
Payments of finance lease liabilities (1,518)
Interest paid, classified as investing activities (1,870)
Proceeds from sales of property, plant and equipment 10,180
Cash flows from (used in) financing activities 42,357
Increase (decrease) in cash and cash equivalents before effect of exchange rate changes (35,953)
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) net in cash and cash equivalents (35,953)
Initial Cash and cash equivalents 51,480
Balance Cash and cash equivalents 15,527
Affiliates summarized financial statements
BALANCE SHEET Australis Mar S.A. Landcatch Chile S.A. Piscicultura Rio Maullín SPA
Comercializadora Australis SP
2012 2011 2012 2011 2012 2011 2012 2011
Assets, current 123,278 107,954 15,097 27,307 - - - -
Assets, non current 94,289 80,263 32,742 30,631 139 149 8,120 7,612
Totalassets 217,567 188,217 47,839 57,938 139 149 8,120 7,612
Liabilities, current 131,563 57,730 12,201 18,795 144 122 7,533 3,525
Liabilities, non current 85,387 66,470 25,669 25,330 - - - 4,005
Equity 617 64,017 9,969 13,813 (5) 27 587 82
TotalLiabilitiesandEquity 217,567 188,217 47,839 57,938 139 149 8,120 7,612
INCOME STATEMENT Australis Mar S.A. Landcatch Chile S.A. Piscicultura Rio Maullín SPA
Comercializadora Australis SP
2012 2011 2012 2011 2012 2011 2012 2011
Profit (Gross) (58,558) 45,720 579 5,714 0 0 0 0
Other revenues (loss) (18,388) (7,989) (6,870) (2,703) (32) 20 505 82
Profit (loss) before taxes (76,946) 37,731 (6,291) 3,011 (32) 20 505 82
Income tax 13,625 (7,667) 2,447 (419)
PROFIT(LOSS) (63,321) 30,064 (3,844) 2,592 (32) 20 505 82
CASH FLOW STATEMENT ThUS$ Australis Mar S.A. Landcatch Chile S.A.
2012 2011 2012 2011
Net Cash Flows from (used in) operating activities (39,528) 8,919 1,228 (11)
Net Cash Flows from (used in) investing activities (20,589) (16,686) (4,939) (8,962)
Net Cash Flows from (used in) financing activities 72,439 (646) 3,224 9,158
Net increase (decrease) on cash and cash equivalents 12,322 (8,413) (487) 185
Initial Cash and cash equivalents 3,030 11,443 509 324
Balance cash and cash equivalent 15,352 3,030 22 509
CASH FLOW STATEMENT ThUS$ Piscicultura Rio Maullín SPA
Comercializadora Australis SPA
2012 2011 2012 2011
Net Cash Flows from (used in) operating activities (22) - (3) (5)
Net Cash Flows from (used in) investing activities - 3 (4,000)
Net Cash Flows from (used in) financing activities 22 - - 4,005
Net increase (decrease) on cash and cash equivalents - - - -
Initial Cash and cash equivalents - - - -
Balance cash and cash equivalent - - - -
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STATEMENT OF CHANGES IN EQUITYAUSTRALIS MAR S.A. THUS$
Capital Accumulated earnings
Other reserves
Equity attribu-table to owners
of parent
Non-controlling interests
Equity
Initial balance as of 01/01/2012 5,066 58,854 - 63,920 97 64.017
Profit - (63,321) - (63,321) - (63.321)
Other movements - - - - (79) (79)
Total changes in equity 5,066 (4,467) - 599 18 617
Total balance as of 31/12/2012 5,066 (4,467) - 599 18 617
STATEMENT OF CHANGES IN EQUITYLANDCATCH CHILE S.A. THUS$
Capital Accumulated earnings
Other reserves
Equity attribu-table to owners
of parent
Non-controlling interests
Equity
Initial balance as of 01/01/2012 10,825 4,166 (1,178) 13,813 - 13,813
Profit - (3,844) - (3,844) - (3,844)
Other movements - - - - - -
Total changes in equity 10,825 322 (1,178) 9,969 - 9,969
Total balance as of 31/12/2012 10,825 322 (1,178) 9,969 - 9,969
STATEMENT OF CHANGES IN EQUITYPISCICULTURA RIO MAULLIN SPA THUS$
Capital Accumulated earnings
Other reserves
Equity attribu-table to owners
of parent
Non-controlling interests
Equity
Initial balance as of 01/01/2012 - 20 7 27 - 27
Profit - (32) - (32) - (32)
Other movements - - - - - -
Total changes in equity - (12) 7 (5) - (5)
Total balance as of 31/12/2012 - (12) 7 (5) - (5)
STATEMENT OF CHANGES IN EQUITYCOMERCIALIZADORA AUSTRALIS SPA THUS$
Capital Accumulated earnings
Other reserves
Equity attribu-table to owners
of parent
Non-controlling interests
Equity
Initial balance as of 01/01/2012 - 82 - 82 - 82
Profit - 505 - 505 - 505
Other movements - - - - - -
Total changes in equity - 587 - 587 - 587
Total balance as of 31/12/2012 - 587 - 587 - 587
The accounting policies applied to each subsidiary are the same as those described in Australis Seafoods S.A.’s the consolida-ted financial statements. The Subsidiaries’ complete financial statements are available of the public in Australis Seafoods S.A.’s offices and in the Superintendency of Securities and Insurance’s website.
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DESiGN
100% Diseño
PHOTOGRAPHY
Morten Andersen
PORTRAiTS
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